METROPOLITAN LIFE SEPARATE ACCOUNT E, 485BPOS, 1997-04-30

METROPOLITAN LIFE SEPARATE ACCOUNT E
485BPOS, 1997-04-30

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 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. 22

AND/OR

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

[X]
AMENDMENT NO. 21

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

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

[X] on May 1, 1997 pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a)(1) of Rule 485

[_] on (date) 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 was filed with the Commission
on February 27, 1997.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 Condensed Financial Information; Does
Information.................. MetLife Advertise the Performance of
the Separate Account?
5. General Description of
Registrant, Depositor, and Our Company and the Separate Account;
Portfolio Companies.......... 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 Table of Contents of the Statement of
Information.................. 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>

VestMet Prospectus

May 1, 1995

LOGO
Retirement & Savings
Center
9504N3D (exp 0496)
MLIC-LD
<PAGE>

SUPPLEMENT DATED MAY 1, 1997

PROSPECTUS DATED MAY 1, 1995

METROPOLITAN LIFE SEPARATE ACCOUNT E

VESTMET

GROUP AND INDIVIDUAL ANNUITY CONTRACTS

ISSUED BY

METROPOLITAN LIFE INSURANCE COMPANY

This Supplement updates information contained in the Metropolitan Life
Separate Account E prospectus dated May 1, 1995 (the "Prospectus"). Please
write or call Metropolitan Life Insurance Company, One Madison Avenue, New
York, New York 10010, Attention: Retirement and Savings Center, telephone
number (800) 553-4459, if you need another copy of the Prospectus.

The Prospectus describes individual and group VestMet Contracts
("Contracts") issued by Metropolitan Life Insurance Company ("MetLife"). The
Contracts are no longer currently offered for purchase.

THIS SUPPLEMENT IS NOT VALID UNLESS PRECEDED BY THE CURRENT PROSPECTUS FOR
THE METROPOLITAN SERIES FUND, INC., WHICH CONTAINS ADDITIONAL INFORMATION
ABOUT THE FUND.

THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

One Madison Avenue

New York, New York 10010 Telephone: (800) 553-4459
<PAGE>

The names of the following seven portfolios of the Metropolitan Series Fund,
Inc. ("Metropolitan Fund") have been changed wherever they appear in the
Prospectus:

OLD PORTFOLIO NAME NEW PORTFOLIO NAME
Growth State Street Research Growth
Income State Street Research Income
Money Market MetLife Money Market
Diversified State Street Research Diversified
Aggressive Growth State Street Research Aggressive Growth
Stock Index MetLife Stock Index

It is expected that State Street Research & Management Company ("State
Street Research") will become the sub-investment manager with respect to the
MetLife Money Market Portfolio on August 1, 1997. In the event this change
takes place, the name of the Portfolio will be changed to State Street
Research Money Market Portfolio as of August 1, 1997.

In addition, there is a proposal to revise fees received by MetLife for
providing investment management services to the Metropolitan Fund. The
proposed fee revisions are expected to take effect August 1, 1997.

The Table of Expenses on pages VM-4 and VM-5 of the Prospectus is revised to
reflect the Metropolitan Fund Annual Expenses for the fiscal year ending
December 31, 1996 and restated for the proposed fees:

METROPOLITAN FUND ANNUAL EXPENSES

(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(C) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
State Street Research
Growth Portfolio....... .51 .04 .55
State Street Research
Income Portfolio....... .33 .07 .40
MetLife Money Market
Portfolio.............. .25 .18 .43
State Street Research
Diversified Portfolio.. .46 .04 .50
State Street Research
Aggressive Growth Port-
folio.................. .71 .04 .75
MetLife Stock Index
Portfolio.............. .25 .05 .30
</TABLE>

EXAMPLE
<TABLE>
<CAPTION>
1 3 5 10
YEAR YEARS YEARS YEARS
---- ----- ----- -----
<S> <C> <C> <C> <C>
If you surrender your Contract at the end of the appli-
cable time period:
You would pay the following expenses on a $1,000 in-
vestment in each investment division listed below, as-
suming 5% annual return on assets:
Growth Division....................................... $85 $112 $143 $250
Income Division....................................... 83 108 135 234
Money Market Division................................. 84 109 136 237
Diversified Division.................................. 84 111 140 244
Aggressive Growth Division............................ 87 119 153 270
Stock Index Division.................................. 82 105 130 223
If you annuitize at the end of the applicable time pe-
riod or do not surrender your Contract:
You would pay the following expenses on a $1,000 in-
vestment in each investment division listed below, as-
suming 5% annual return on assets:
Growth Division....................................... $22 $ 68 $116 $250
Income Division....................................... 20 63 108 234
Money Market Division................................. 21 64 110 237
Diversified Division.................................. 21 66 114 244
Aggressive Growth Division............................ 24 74 126 270
Stock Index Division.................................. 19 60 103 223
</TABLE>

2
<PAGE>

- -------

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

(b) There is no deferred sales load imposed under the Enhanced Contracts.
Although total Separate Account annual expenses will not exceed 1.50% of
average account values during the year for VestMet Contracts (.95% for
Enhanced Contracts), the allocation of these expenses between general
administrative expenses and the mortality and expense risk charges is only
an estimate. Under certain of the Enhanced Contracts the employer may pay
all or part of the annual Contract fee. (See "Deductions and Charges,"
page VM-14.)

(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.

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 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," on page VM-14, for a
more detailed description of the charges and expenses imposed upon the assets
in the Separate Account.

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.

3
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

VESTMET

GROUP AND INDIVIDUAL ANNUITY CONTRACTS

ISSUED BY

METROPOLITAN
LIFE INSURANCE COMPANY

This Prospectus describes individual and group VestMet Contracts
("Contracts"). The Contracts are no longer currently offered for purchase.

Group Contracts 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 and may include the Fixed Interest
Account, and, through Metropolitan Life Separate Account E, the Growth,
Income, Diversified, Aggressive Growth, Money Market and Stock Index
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
Separate Account E that you should know before investing. Additional
information about the Contracts 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, 72 Eagle Rock Avenue, East Hanover, NJ 07936, Attention:
Michelle Fox. 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 VM-23.

The date of this Prospectus and of the Statement of Additional Information
is May 1, 1995.
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
INDEX OF SPECIAL TERMS................................................... VM- 3
TABLES OF EXPENSES....................................................... VM- 4
SUMMARY.................................................................. VM- 6
CONDENSED FINANCIAL INFORMATION.......................................... VM- 7
Accumulation Unit Values For Each Investment Division By Contract...... VM- 7
FINANCIAL STATEMENTS..................................................... VM- 9
OUR COMPANY AND THE SEPARATE ACCOUNT..................................... VM-10
Who Is MetLife?........................................................ VM-10
What Is The Separate Account?.......................................... VM-10
THE CONTRACTS DESCRIBED IN THIS PROSPECTUS............................... VM-10
What Are The Contracts?................................................ VM-10
May The Contracts Be Affected By Your Retirement Plan?................. VM-10
YOUR INVESTMENT CHOICES.................................................. VM-10
What Are The Investment Choices And How Do We Provide Them?............ VM-10
PURCHASE PAYMENTS........................................................ VM-11
Are There Special Rules Concerning The First Payment And Other Adminis-
trative Details That You Should Know?................................. VM-11
How Small Or Large Can Your Purchase Payment Be?....................... VM-12
How Are Purchase Payments Allocated?................................... VM-12
Are There Any Limits On Subsequent Purchase Payments?.................. VM-12
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT................ VM-12
What Is An Accumulation Unit Value?.................................... VM-12
How is An Accumulation Unit Value Calculated?.......................... VM-12
WITHDRAWALS AND TRANSFERS................................................ VM-13
Can You Make Withdrawals And Transfers?................................ VM-13
When Will We Make Withdrawals Or Transfers?............................ VM-13
Will We Make Payments Directly To Other Investments On A Tax-free Ba-
sis?.................................................................. VM-13
What Restrictions Apply To Texas Optional Retirement Program Partici-
pants?................................................................ VM-13
What Restrictions Apply To TSA Contracts?.............................. VM-13
Can You Make Withdrawals and Transfers by Telephone?................... VM-13
DEDUCTIONS AND CHARGES................................................... VM-14
Are There Annual Contract Charges?..................................... VM-14
What Are Charges For General Administrative Expenses And Mortality And
Expense Risks And How Much Are They?.................................. VM-14
Are There Deductions For Annuity Taxes And When Are They Paid?......... VM-14
What Is The Early Withdrawal Charge (Sales Load)?...................... VM-14
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES................................. VM-15
Can You Make Withdrawals Or Transfers Without Early Withdrawal
Charges?.............................................................. VM-15
DEATH BENEFIT............................................................ VM-15
What Is The Death Benefit?............................................. VM-15
When And To Whom Will The Death Benefit Be Paid?....................... VM-15
INCOME OPTIONS........................................................... VM-16
Can MetLife Provide You With An Income Guaranteed For Life Or For A
Wide Choice Of Other Periods?......................................... VM-16
OTHER CONTRACT PROVISIONS................................................ VM-16
Can We Cancel Your Contract?........................................... VM-16
Are There Special Provisions That Apply If You Are A Participant In A
Plan Subject To ERISA?................................................ VM-16
When Are Requests Effective?........................................... VM-16
Will We Confirm Your Transactions?..................................... VM-16
Can MetLife Change The Provisions Of Your Contract?.................... VM-17
What Are Your Voting Rights Regarding Portfolio Shares?................ VM-17
Can Your Voting Instructions Be Disregarded?........................... VM-17
Who Sells Your Contract And Do You Pay A Commission On The Purchase Of
Your Contract?........................................................ VM-18
Does MetLife Advertise The Performance Of The Separate Account?........ VM-18
TAXES.................................................................... VM-19
How Do Federal Income Taxes Affect Your Contract?...................... VM-19
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............. VM-23
APPENDIX................................................................. VM-24
</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.

VM-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- -----
<S> <C>
Account Balance........................................................... VM- 6
Accumulation Units........................................................ VM-12
Contracts................................................................. VM- 1
Designated Office......................................................... VM-11
Early Withdrawal Charge................................................... VM-14
Enhanced Contracts........................................................ VM-10
Experience Factor......................................................... VM-12
Free Corridor............................................................. VM-15
Separate Account.......................................................... VM- 6
Valuation Period.......................................................... VM-12
VestMet Contracts......................................................... VM- 1
</TABLE>

VM-3
<PAGE>

TABLE OF EXPENSES--VESTMET CONTRACTS

The following table illustrates Separate Account and Metropolitan Fund
expenses for the fiscal year ending December 31, 1994:

<TABLE>
<S> <C> <C> <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 amount surrendered) 7%(a)(b)
Exchange Fee........................................................ None
Surrender Fees...................................................... None
ANNUAL CONTRACT FEE.................................................. $15
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
General Administrative Expenses Fee................................. .75%(b)
Mortality and Expense Risk Fee...................................... .75%(b)
Total Separate Account Annual Expenses.............................. 1.50%
METROPOLITAN FUND ANNUAL EXPENSES
(as a percentage of average net assets)
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(C) TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Growth Portfolio.............................. .25 .07 .32
Income Portfolio.............................. .25 .10 .35
Money Market Portfolio........................ .25 .19 .44
Diversified Portfolio......................... .25 .07 .32
Aggressive Growth Portfolio................... .75 .07 .82
Stock Index Portfolio......................... .25 .08 .33
</TABLE>
- -------

This table does not illustrate expenses for the Variable B, C, and D Divisions
of the Separate Account.

VM-4
<PAGE>

(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (see "Deductions and Charges", page
VM-14) does not apply to 10% of the Account Balance. Under certain other
circumstances, the deferred sales load does not apply at all.
(b) There is no deferred sales load imposed under the Enhanced Contracts.
Although total Separate Account annual expenses will not exceed 1.50% of
average account values during the year for VestMet Contracts (.95% for
Enhanced Contracts), the allocation of these expenses between general
administrative expenses and mortality and expense risk fees is only an
estimate. Under certain of the Enhanced Contracts the employer may pay all
or part of the annual Contract fee. (See "Deductions and Charges", page
VM-14.)
(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.

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.

VM-5
<PAGE>

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

This Prospectus describes variable annuity contracts issued by Metropolitan
Life Insurance Company ("MetLife", "we" or "us"). The term "Contracts" also
includes certificates issued under certain group arrangements. "You" as used
in this Prospectus means the participant for whom money is invested in a
Contract. Under the Contracts issued for Keogh and Public Employee Deferred
Compensation Plans, the trustee or the employer 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 or employer.
For those Public Employee Deferred Compensation Plans where the Contract
allows the participant to choose among investment options, where we refer to
giving instructions as to investment options for those contracts, "you" means
such participant.

Each of the Contracts offers an account under which we guarantee specified
interest rates for specified periods (the "Fixed Interest Account"). Each
Contract also offers a choice of investment options under which values can go
up or down based on investment performance. (See "Your Investment Choices",
page VM-10, and "Determining the Value of Your Separate Account Investment",
page VM-12) This Prospectus describes only the investment options (available
through a "Separate Account" as distinct from the Fixed Interest Account) and
will mention the Fixed Interest Account only where necessary to explain how
the Separate Account works. Your Contract is subject to various charges. (See
"Deductions and Charges", page VM-14.)

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 monies credited to you ("Account Balance").
(See "Withdrawals and Transfers", page VM-13.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances
and what Contract you are in. (See "Withdrawals and Transfers", page VM-13,
and "Deductions and Charges", page VM-14.) You may use your money to obtain
payments guaranteed for life or for certain other periods (an annuity). (See
"Income Options", page VM-16.) Each Contract offers a death benefit that
guarantees certain payments in case of your death even if account values have
fallen below that amount. (See "What is the Death Benefit?" page VM-15.)

VM-6
<PAGE>

CONDENSED FINANCIAL INFORMATION
ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION BY CONTRACT

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
VESTMET DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
CONTRACTS 1994 1993 1992 1991 1990 1989 1988 1987
- --------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GROWTH DIVISION
Accumulation
unit value at
beginning of
period......... $29.75 $26.40 $24.01 $18.30 $20.30 $15.08 $13.83 $13.10
Accumulation
unit value at
end
of period...... 28.36 $29.75 $26.40 $24.01 $18.30 $20.30 $15.08 $13.83
Number of accu-
mulation units
outstanding at
end of period
(in thousands). 3,975 4,135 4,510 4,196 4,146 2,753 2,226 2,084
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988 1987
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME DIVISION
Accumulation
unit value at
beginning of
period......... $24.91 $22.71 $21.57 $18.64 $17.21 $15.41 $14.31 $14.82
Accumulation
unit value at
end
of period...... 23.77 $24.91 $22.71 $21.57 $18.64 $17.21 $15.41 $14.31
Number of accu-
mulation units
outstanding at
end of period
(in thousands). 1,965 2,342 2,696 2,444 2,050 1,736 1,316 1,075
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988 1987
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MONEY MARKET
DIVISION
Accumulation
unit value at
beginning of
period......... $15.28 $15.07 $14.74 $14.11 $13.23 $12.29 $11.60 $11.08
Accumulation
unit value at
end
of period...... 15.63 $15.28 $15.07 $14.74 $14.11 $13.23 $12.29 $11.60
Number of accu-
mulation units
outstanding at
end of period
(in thousands). 1,306 1,528 2,414 3,573 3,943 1,836 957 425
<CAPTION>
FOR THE YEAR FOR THE PERIOD
ENDED MARCH 1 TO
VESTMET DECEMBER 31, DECEMBER 31,
CONTRACTS 1986 1985
- --------- ------------ --------------
<S> <C> <C>
GROWTH DIVISION
Accumulation
unit value at
beginning of
period......... $12.07 $10.00(a)
Accumulation
unit value at
end
of period...... $13.10 $12.07
Number of accu-
mulation units
outstanding at
end of period
(in thousands). 1,002 115
<CAPTION>
FOR THE YEAR FOR THE PERIOD
ENDED MARCH 1 TO
DECEMBER 31, DECEMBER 31,
1986 1985
------------ --------------
<S> <C> <C>
INCOME DIVISION
Accumulation
unit value at
beginning of
period......... $12.58 $10.00(a)
Accumulation
unit value at
end
of period...... $14.82 $12.58
Number of accu-
mulation units
outstanding at
end of period
(in thousands). 932 59
<CAPTION>
FOR THE YEAR FOR THE PERIOD
ENDED MARCH 1 TO
DECEMBER 31, DECEMBER 31,
1986 1985
------------ --------------
<S> <C> <C>
MONEY MARKET
DIVISION
Accumulation
unit value at
beginning of
period......... $10.54 $10.00(a)
Accumulation
unit value at
end
of period...... $11.08 $10.54
Number of accu-
mulation units
outstanding at
end of period
(in thousands). 93 17
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988 1987
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DIVERSIFIED DI-
VISION
Accumulation
unit value
at beginning of
period......... $19.77 $17.80 $16.50 $13.40 $13.61 $11.34 $10.54 $10.33
Accumulation
unit value
at end of peri-
od............. 18.88 $19.77 $17.80 $16.50 $13.40 $13.61 $11.34 $10.54
Number of
accumulation
units
outstanding at
end of period
(in thousands). 8,512 8,742 9,458 9,561 10,322 9,758 9,391 8,717
<CAPTION>
FOR THE PERIOD
JULY 25 TO
DECEMBER 31,
1986
--------------
<S> <C>
DIVERSIFIED DI-
VISION
Accumulation
unit value
at beginning of
period......... $10.00(a)
Accumulation
unit value
at end of peri-
od............. $10.33
Number of
accumulation
units
outstanding at
end of period
(in thousands). 694
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED MAY 18 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
AGGRESSIVE GROWTH DIVI-
SION
Accumulation unit value
at beginning of period. $26.23 $21.71 $19.97 $12.17 $13.78 $10.68 $10.00(a)
Accumulation unit value
at end of period....... 25.35 $26.23 $21.71 $19.97 $12.17 $13.78 $10.68
Number of accumulation
units outstanding at
end of period (in
thousands)............. 1,691 1,511 1,583 1,145 880 473 142
</TABLE>

VM-7
<PAGE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED MAY 1, 1990 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990
------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
STOCK INDEX DIVISION
Accumulation unit value
at beginning of period. $14.74 $13.66 $12.90 $10.09 $10.00(a)
Accumulation unit value
at end of period....... 14.69 14.74 13.66 $12.90 $10.09
Number of accumulation
units outstanding at
end of period (in thou-
sands)................. 488 528 661 418 125
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
VARIABLE B
DIVISION
Accumulation
unit value
at
beginning
of period. $63.95 $56.46 $51.11 $38.76 $42.78 $31.62 $29.25
Accumulation
unit value
at end of
period.... 60.52 $63.95 $56.46 $51.11 $38.76 $42.78 $31.62
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 830 904 968 1,051 1,158 1,292 1,486
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
VARIABLE C
DIVISION
Accumulation
unit value
at
beginning
of period. $68.93 $60.25 $54.00 $40.55 $44.31 $32.43 $29.73
Accumulation
unit value
at end of
period.... 65.82 $68.93 $60.25 $54.00 $40.55 $44.31 $32.43
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 32 35 37 39 44 50 54
<CAPTION>
FOR THE PERIOD
APRIL 24 TO
DECEMBER 31,
1987
------------
<S> <C>
VARIABLE B
DIVISION
Accumulation
unit value
at
beginning
of period. $32.63(b)
Accumulation
unit value
at end of
period.... $29.25
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 1,704
<CAPTION>
FOR THE PERIOD
APRIL 24 TO
DECEMBER 31,
1987
--------------
<S> <C>
VARIABLE C
DIVISION
Accumulation
unit value
at
beginning
of period. $32.90(b)
Accumulation
unit value
at end of
period.... $29.73
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 58

In addition to the above mentioned Accumulation Units, there are cash
reserves of $1,774,202 and $21,657 at December 31, 1994 applicable to Contracts
receiving annuity payouts under the Variable B Division and Variable D
Division, respectively.

<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
ENHANCED VESTMET CONTRACTS(C) 1994 1993 1992 1991 1990 1989 1988
- ----------------------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
GROWTH DI-
VISION
Accumulation
unit value
at
beginning
of period. $30.85 $27.22 $24.63 $18.67 $20.60 $15.22 $13.87
Accumulation
unit value
at end of
period.... 29.57 $30.85 $27.22 $24.63 $18.67 $20.60 $15.22
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 43 41 43 38 38 30 27
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME DI-
VISION
Accumulation
unit value
at
beginning
of period. $25.83 $23.43 $22.12 $19.02 $17.46 $15.55 $14.36
Accumulation
unit value
at end of
period.... 24.79 $25.83 $23.43 $22.12 $19.02 $17.46 $15.55
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 18 21 24 30 30 26 25
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
MONEY MAR-
KET DIVI-
SION
Accumulation
unit value
at begin-
ning of
period.... $15.84 $15.54 $15.12 $14.39 $13.42 $12.40 $11.64
Accumulation
unit value
at end of
period.... 16.29 $15.84 $15.54 $15.12 $14.39 $13.42 $12.40
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 17 17 62 53 51 20 23
<CAPTION>
FOR THE PERIOD
MAY 11 TO
DECEMBER 31,
ENHANCED VESTMET CONTRACTS(C) 1987
- ----------------------------- --------------
<S> <C>
GROWTH DI-
VISION
Accumulation
unit value
at
beginning
of period. $16.08(d)
Accumulation
unit value
at end of
period.... $13.87
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 0
<CAPTION>
FOR THE PERIOD
MAY 11 TO
DECEMBER 31,
1987
--------------
<S> <C>
INCOME DI-
VISION
Accumulation
unit value
at
beginning
of period. $14.12(d)
Accumulation
unit value
at end of
period.... $14.36
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 0
<CAPTION>
FOR THE PERIOD
MAY 11 TO
DECEMBER 31,
1987
--------------
<S> <C>
MONEY MAR-
KET DIVI-
SION
Accumulation
unit value
at begin-
ning of
period.... $11.24(d)
Accumulation
unit value
at end of
period.... $11.64
Number of
accumulation
units out-
standing
at end of
period (in
thousands). 0
</TABLE>

VM-8
<PAGE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED ENDED MAY 11 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988 1987
------------ ------------ ------------ ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DIVERSIFIED DI-
VISION
Accumulation
unit value at
beginning of
period......... $20.51 $18.36 $16.93 $13.68 $13.81 $11.45 $10.57 $11.29(d)
Accumulation
unit value at
end of period.. 19.69 $20.51 $18.36 $16.93 $13.68 $13.81 $11.45 $10.57
Number of accu-
mulation units
outstanding
at end of pe-
riod (in thou-
sands)......... 46 35 41 37 41 49 49 0
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED MAY 1 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990
------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
STOCK INDEX DIVISION
Accumulation unit value
at beginning of period. $15.04 $13.86 $13.02 $10.13 $10.00(a)
Accumulation unit value
at end of period....... 15.07 $15.04 $13.86 $13.02 $10.13
Number of accumulation
units outstanding at
end of period (in thou-
sands)................. 31 24 14 6 1
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED MAY 18 TO
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1993 1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
AGGRESSIVE GROWTH DIVI-
SION
Accumulation unit value
at beginning of period. $27.05 $22.26 $20.37 $12.35 $13.90 $10.72 $10.00(a)
Accumulation unit value
at end of period....... 26.29 $27.05 $22.26 $20.37 $12.35 $13.90 $10.72
Number of accumulation
units outstanding
at end of period (in
thousands)............. 29 27 26 23 17 6 2
</TABLE>
- ------
(a) Inception date.
(b) Effective date of merger into Metropolitan Life Separate Account E.
(c) Not all investment divisions are offered under the various Enhanced
VestMet Contracts. See "Your Investment Choices", page VM-10.
(d) Inception date of Enhanced VestMet Contracts, May 11, 1987, sales
commenced in 1988.

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.

VM-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 Contracts is not limited by the amount of
assets in the Separate Account.

THE CONTRACTS DESCRIBED IN THIS PROSPECTUS
...............................................................................

WHAT ARE THE CONTRACTS?

The Contracts offer you the choice of an account which 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. The Contracts are no longer currently
offered for purchase.

We offer many types of VestMet Contracts to meet your individual needs.
These include Contracts meeting the tax requirements under the following pro-
visions of the Internal Revenue Code ("Code"): (1) Individual Retirement Annu-
ities (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 Em-
ployee Deferred Compensation (PEDC) under (S)457; (5) Keogh plans under
(S)401; and (6) Tax Deferred Annuities (Non-Qualified) under (S)72. Our Con-
tracts 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 which does nothing but hold them as contractholder.
Some Contracts ("Enhanced Contracts") have a reduced mortality and expense
risk charge as a result of reduced administration expenses.

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 which
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 options. 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 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 what 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 Growth, Income, Money Market,
Diversified, Aggressive Growth and Stock Index Divisions. Not available for
new investors are the Variable B, C and D Divisions (containing assets under
types of contracts we no longer issue). If you are covered under a group
Contract, the employer, association or group may have limited the number of
available divisions. Your Contract will indicate what divisions were 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. 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

VM-10
<PAGE>

...............................................................
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 (except that the B, C, and D
Divisions invest in the Growth Portfolio).

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

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.

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.

Money Market Portfolio: To achieve the highest possible current income
consistent with preservation of capital and maintenance of liquidity, by
investing primarily in short-term money market instruments.

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).

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.

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.

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
Portfolio pays 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. Sub-investment management fees are solely our responsibility, not
that of the Metropolitan Fund.

The Metropolitan Fund is more fully described in its prospectus, which is
attached at the end of this Prospectus, and the Statement of Additional
Information that the prospectus refers to. The Statements of Additional
Information are 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 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 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 of 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 IRA, SEP, and Non-Qualified Contracts, the
first purchase payment must be submitted to us no later than the date of the
Contract. For TSA, Keogh or PEDC Contracts, the first purchase payment must be
submitted to us within 190 days after you have authorized payments on the
participant's behalf.

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 tell 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 can be remedied. If you do
not agree, your purchase payment will be returned immediately.

VM-11
<PAGE>

...............................................................
For IRA and Non-Qualified Contracts, your purchase payments may also be made
"automatically" through a procedure that we call "check-o-matic". 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., New York City time, on the day we receive them at our
Designated Office, except (1) when they are received on a day when the
accumulation unit value (which will be discussed later in this Prospectus) is
not calculated or (2) when they are received after 4:00 p.m., New York City
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?

The minimum purchase payment is $25 if you make your payments on a pre-
arranged monthly basis or $300 a year ($200 for TSA Contracts). We can change
our minimum at any time, but we will tell you in writing at least 90 days in
advance if you have an IRA, SEP or Non-Qualified Contract. Maximum purchase
payments are $500,000 per month. 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.

Changes of allocation for new purchase payments will be made upon receipt of
your notification to us of the changes except for Keogh, PEDC and TSA
Contracts, where the change will be made within seven business days. 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 for Non-Qualified, TSA, PEDC and Keogh Contracts. You may
generally make purchase payments at any time before the end of the tax year in
which you reach 69 1/2 and before the date income payments begin for IRA and
SEP Contracts. We may refuse to accept subsequent purchase payments if your
Account Balance is less than $800 and we have not received a purchase payment
for you over 48 consecutive months. Purchase payments may be limited by the tax
laws.

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 purchased 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 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 as follows: We take the net asset value per share of
the underlying portfolio, add the per share amount of any dividend or capital
gain distribution paid by the portfolio during the current Valuation Period,
and subtract 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 (an effective annual rate of
.95%) for

VM-12
<PAGE>

...............................................................
Enhanced Contracts and a charge not to exceed .000040792 (an effective annual
rate of 1.5%) 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 risks 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
is $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 or transfers must be at least $250 (or the entire balance in an
investment division, if less). You may make up to 12 transfers each calendar
year (including transfers from the Fixed Interest Account to the Separate
Account). Your request must tell us the percentage or dollar amount to be
withdrawn or transferred.

WHEN WILL WE MAKE WITHDRAWALS OR TRANSFERS?

Generally, 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, but not more than 180 days later. 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. Withdrawals to pay annual Contract charges or if we cancel your
Contract will be made as of the end of the Valuation Period we determine.

WILL WE MAKE PAYMENTS DIRECTLY TO OTHER INVESTMENTS ON A TAX-FREE BASIS?

Generally yes, 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 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, certain withdrawals from the Contracts before age 59
1/2 are prohibited. See "Taxes--TSA Contracts" at page VM-20.

CAN YOU MAKE WITHDRAWALS AND TRANSFERS BY TELEPHONE?

Yes. You can make withdrawal and transfer requests by telephone unless
prohibited by state law. Except for the Keogh Contracts, if we agree, you may
also authorize your sales representative to make a transfer request on a form
we will supply to you on your behalf by telephone. Telephone withdrawals are
permitted under IRA, SEP and Non-Qualified Contracts only. Whether you have
your sales representative make transfer requests or you make the withdrawal or
transfer requests by telephone yourself, 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 or withdrawals 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 or withdrawal will be recorded. You (or the sales
representative) will be asked to produce your personalized data prior to our
initiating any

VM-13
<PAGE>

...............................................................
requests by telephone. Additionally, as with other transactions, you will
receive a written confirmation of your transfer or withdrawal. 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.

If you revoke a previously requested withdrawal, the withdrawn amount will
be allocated back to the Fixed Interest Account. You bear the risk of any loss
of investment opportunity for the withdrawn amount while it is not allocated
to either the Fixed Interest or Separate Accounts.

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

ARE THERE ANNUAL CONTRACT CHARGES?

The Separate Account annual Contract charge is $15 a calendar year. (We will
prorate our charge if you do not have an Account Balance during the entire
year.) It is divided equally among the investment divisions in which you have
money invested at the time we take the charge. This charge covers our
administrative costs which include preparation of Contracts, review of
applications and recordkeeping. Your employer may pay all or part of this
charge for certain Enhanced Contracts. If you request a total withdrawal, we
will deduct unpaid annual Contract charges before making the withdrawal.

We may change our charge with 90 days notice to you if you have an IRA, SEP
or Non-Qualified Contract. For TSA, PEDC or Keogh Contracts, we may only
change the charge on the Contract anniversary date with 90 days' notice. It
may never exceed $50 per year for Contracts issued in Pennsylvania and $30 per
year for Contracts issued in South Carolina.

During 1994, total annual Contract charges were $501,850.

WHAT ARE CHARGES FOR GENERAL ADMINISTRATIVE EXPENSES AND MORTALITY AND EXPENSE
RISKS 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. We would then 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?"
above.)

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 mortality and expense risks.

For other Contracts, the sum of these charges on an annual basis (computed
and payable each Valuation Period) will not exceed 1.5% of the average value
of the assets in each investment division. Of this charge, we estimate that
.75% is for administrative expenses and .75% is for mortality and expense
risks.

During 1994, these charges were $33,979,138 for all contracts in Separate
Account E.

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

Some jurisdictions tax what is called "annuity considerations." These may
include purchase payments, account balances and death benefits. We currently
do not deduct any monies 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. 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 VM-24.

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 mortality and
expense risk charges 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.

The early withdrawal charge will be determined separately for each
investment division from which a withdrawal is made. The early withdrawal
charge is equal

VM-14
<PAGE>

...............................................................
to that part of the amount used to make the withdrawal that is subject to the
early withdrawal charge, multiplied by the applicable factor from Column I of
the table below. After making the requested withdrawal, we will take the early
withdrawal charge from your remaining Account Balance in that investment
division.

However, the early withdrawal charge will be determined differently if your
Account Balance in that investment division is not enough to pay both the
requested withdrawal and the early withdrawal charge. Then we will withdraw
from the investment division both any applicable annual Contract charges and
any amounts exempt from the early withdrawal charge in that investment division
divided by the applicable factor from Column II of the table below. We will
then withdraw your remaining Account Balance in that investment division as the
early withdrawal charge.

Your total early withdrawal charges will never exceed 8% of all your purchase
payments applied to the investment divisions to the date of the withdrawal.

<TABLE>
<CAPTION>
FULL UINTERRUPTED YEARS OF MAINTENANCEN
OFACCOUNT BALANCE AT WITHDRAWAL COLUMN I COLUMN II
- --------------------------------------- -------- ---------
<S> <C> <C>
Less than 3 ................ .07 1.07
At least 3 but less than 4 . .06 1.06
At least 4 but less than 5 . .05 1.05
At least 5 but less than 6 . .04 1.04
At least 6 but less than 7 . .02 1.02
7 or more................... .00 1.00
</TABLE>

As a result of the reduced sales costs associated with Enhanced VestMet
Contracts, no early withdrawal charges are deducted for withdrawals under those
Contracts.

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 amount
withdrawn may be subject to tax, see "Taxes", pages VM-19-22. 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 after you have had an Account Balance for seven or more full
uninterrupted years.

3. A "free corridor" withdrawal: You can withdraw up to 10% of your Account
Balance in one or more investment divisions without an early withdrawal charge
if you have made no previous withdrawals from the Contract or transfers from
the Fixed Interest Account during that calendar year.

4. Ten Day "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 IRA, SEP and Non-Qualified Contracts issued to you in New
York, Illinois, Minnesota and Pennsylvania we will instead pay you your Account
Balance and any sales charges). If you purchased your Contract by mail, you may
have more time to return your Contract.

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

6. You purchase an income annuity from us.

7. You are totally disabled (as defined by the Federal Social Security Act)
and ask for a total withdrawal.

8. For the PEDC Contract, if you have a hardship and the tax laws require a
payment because of this hardship.

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

WHAT IS THE DEATH BENEFIT?

The death benefit is the greater of the value of your Account Balance or the
total of all purchase payments you have made less any partial withdrawals.

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, IRA, SEP and Non-Qualified Contracts.
The death benefit is paid to your employer under the PEDC Contract and to the
Keogh trustee under the Keogh Contracts.

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

VM-15
<PAGE>

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

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

Yes. You may withdraw 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. These payments may also be guaranteed for at least
five years.

Other income annuities which provide payments for two lifetimes for a stated
amount or a stated number of years are also available. No variable income
annuity options are available. The amount of each payment under an income
annuity must be at least $20. You may begin receiving income payments at any
date that you choose after the Contract date if you tell us at least 30 days in
advance.

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

OTHER CONTRACT PROVISIONS
................................................................................

CAN WE CANCEL YOUR CONTRACT?

Yes. If we do so for a Contract delivered in New York, we will return the
full Account Balance for IRA, SEP 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 Contract if we do not receive any purchase payments
for you for 48 consecutive months and your Account Balance is less than $800.
We will only do so to the extent allowed by law. If you have purchased a Non-
Qualified Contract and you have not chosen a retirement date by the later of
the tenth anniversary of the Contract or your 70th birthday, we may pay the
Account Balance to you.

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
Enhanced Contract 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 be in
writing which acknowledges 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, a spousal qualified consent may not
be required.

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", may be confirmed quarterly.

VM-16
<PAGE>

...............................................................
CAN METLIFE CHANGE THE PROVISIONS OF YOUR CONTRACT?

Yes. We have the right to make certain changes to your Contract, 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. 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.

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.

6. To make any necessary technical changes in the Contracts 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 amount allocated, we will notify
you of the change. You may then make a new choice of investment divisions. For
Contracts 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) 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. The number of
shares held in each Separate Account investment division deemed attributable
to you is determined by dividing the value of accumulation 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
concerning 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 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 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 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.

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

VM-17
<PAGE>

...............................................................
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 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 AND DO YOU PAY A COMMISSION ON THE PURCHASE OF YOUR
CONTRACT?

All Contracts, certificates and interests in the Contracts 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 and in the case of certain
Enhanced Contracts by certain of our qualified employees.

The licensed agents and broker-dealers who sell Contracts, certificates and
interests in the Contracts may be compensated for such sales by commissions
which 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 5.75% depending on the
contract year of sale and/or the age of the participant.

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" or "average annual total return"
or some combination of the foregoing. Yield, change in accumulation 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 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" refers to
the comparison between values of accumulation units over specified periods in
which an investment division has been in operation, expressed as a percentage.
Change in accumulation unit value may also be expressed as an annualized
figure. Yield, change in accumulation unit value and effective yield figures
do not reflect the possible imposition of an early withdrawal charge of, for
VestMet Contracts, up to 7% of the amount withdrawn, which may result in a
lower figure being experienced by the investor. Additionally, change in
accumulation unit value does not reflect the Contract charge imposed upon the
Contracts. "Average annual total return" differs from the change in
accumulation 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 as a result of different
Separate Account charges, early withdrawal charges, and Contract charges. In
addition, 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 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 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.

VM-18
<PAGE>

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

TAXES
...............................................................................

HOW DO FEDERAL INCOME TAXES AFFECT YOUR CONTRACT?

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 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.

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, and under some circumstances certain other 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 payment from income in compliance with the Code.

The taxable portion of a distribution from a Keogh or TSA Contract to the
participant or the participant's spouse (if she/he is the beneficiary) that is
an eligible rollover distribution 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 IRA; (2)
a Keogh plan, if the distribution is from a Keogh Contract or a 403(a) annuity
plan; (3) a 403(a) annuity plan, if the distribution is from a Keogh Contract
or a 403(a) annuity contract; or (4) a TSA, if the distribution is from a TSA
Contract. An eligible rollover distribution is the taxable portion of any
distribution from a Keogh Contract 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 to commence when a participant reaches age 70 1/2 or the minimum
amount to be paid after the participant's death; (e) refunds of excess
contributions to the plan described in Section 401(k) of the Code for
corporations and unincorporated businesses; (f) 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 "roll over"
distributions.

All taxable distributions from Keogh and TSA Contracts that are not eligible
rollover distributions and all taxable distributions from IRA, SEP 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 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,
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. Certain withdrawals from the TSA Contracts are entirely prohibited
before age 59 1/2. If a combination of certain payments to you from certain
tax-favored plans (which includes (S)403(b) arrangements, IRAs and tax-
qualified pension and profit sharing plans) exceeds the greater of (1)
$150,000, or (2) $112,500 a year as indexed for inflation ($150,000 for 1995),
a penalty tax of 15% (reduced by the 10% tax penalty for premature
distributions, if applicable) is imposed on the excess. The rules as to what
payments

VM-19
<PAGE>

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

TSA Contracts. These fall under (S)403(b) of the Code that provides certain
tax benefits to 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 are 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 Section 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 may be transferred to another (S)403(b) funding vehicle or (for
eligible roll over distributions) to an 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 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
in 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 life or over a period not beyond your beneficiary's life expectancy
starting by the December 31 following the year in which you die. If your
spouse is your beneficiary, payments may be made over your spouse's life 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 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. 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.

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. 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 deductible if you are not covered by another
retirement plan (but you are considered to be covered if your spouse is
covered

VM-20
<PAGE>

...............................................................
unless you lived apart for the entire taxable year and file separate returns).
If you are covered by 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, 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 have a non-working spouse or file a
joint return and elect to treat your spouse as having no compensation, you may
make annual IRA contributions of up to $2,250 (but not above your
"compensation") to two IRAs, one in your name and one in your spouse's.
Neither can exceed $2,000.

Withdrawals (other than tax-free transfers or "rollovers" to other IRAs)
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); or (3)
made in substantially equal 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.

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
not taxable, 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 withdrawn by the April 1 following the year in which
you reach age 70 1/2 or generally must be withdrawn within five years of the
date of your death under rules similar to those described above for TSAs.

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 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 from your employer after age 55; or (5) made to you
on account of deductible medical expenses (whether or not you actually itemize
deductions).

Your entire interest in the Contract must be withdrawn or begun to be
withdrawn beginning no later than the April 1 of the calendar year following
the year in which you reach age 70 1/2 or generally must be withdrawn within
five years of the date of your death under rules similar to those described
above for TSAs.

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. Waiving these requirements could cause your monthly benefit to
increase during your lifetime.

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.

VM-21
<PAGE>

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

Withdrawals must conform to the complex minimum distribution requirements of
the Code, including the requirements that distributions must generally begin
not later than April 1 of the calendar year following the year in which the
participant attains age 70 1/2. Although the minimum distribution rules are
similar to the rules summarized above for TSA, 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.

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).

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 deferred until it is withdrawn only if you as the owner of the Contract are
an individual (or under certain other circumstances specified by the Code).
The following discussion assumes that this is the case.

Any withdrawal is normally treated as coming first from earnings (and thus
subject to tax) and next from your contributions (and thus not subject to tax
to the extent previously taxed) 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 is a deduction on your final income tax return or a
deduction to 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 payments (not less frequently than annually) over
the life or life expectancy of you or you and another person named by you.

Your Non-Qualified Contract may be exchanged for another Non-Qualified
contract without federal tax consequences if Code requirements are met.
Withdrawals need not be made by a particular age. 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 within five years of the year in which
you die 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.

VM-22
<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.............................. 11
Financial Statements of MetLife........................................... 31
</TABLE>

VM-23
<PAGE>

APPENDIX

ANNUITY TAX TABLE

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

<TABLE>
<CAPTION>
NON-
TSA IRA AND SEP KEOGH PEDC QUALIFIED
CONTRACTS CONTRACTS(1) CONTRACTS CONTRACTS(2) CONTRACTS
--------- ------------ --------- ------------ ---------
<S> <C> <C> <C> <C> <C>
California............ 0.5% 0.5%(4) 0.5% 2.35% 2.35%
District of Columbia.. -- -- -- -- 2.25%
Kansas................ -- -- -- -- 2.0%
Kentucky.............. 2.0% 2.0% 2.0% 2.0% 2.0%
Maine................. -- -- -- -- 2.0%
Mississippi........... -- -- -- -- 1.0%(3)
Nevada................ -- -- -- -- 3.5%
Pennsylvania.......... -- -- -- -- 2.0%
Puerto Rico........... 1.0% 1.0% 1.0% 1.0% 1.0%
South Dakota.......... -- -- -- -- 1.25%
U.S. Virgin Islands... 5.00% 5.00% 5.00% 5.00% 5.00%
West Virginia......... 1.0% 1.0% 1.0% 1.0% 1.0%
Wyoming............... -- -- -- -- 1.0%
</TABLE>
- -------
(1) Annuity tax rates applicable to IRA Contracts purchased for use in
connection with individual retirement trust or custodial accounts meeting
the requirements of Section 408(a) of the Code are included under the
column headed "IRA and SEP Contracts".
(2) Annuity tax rates applicable to Contracts purchased under retirement plans
of public employers meeting the requirements of Section 401(a) of the Code
are included under the column headed "Keogh Contracts".
(3) Effective July 1, 1995, the Mississippi tax on annuity considerations is
repealed.
(4) With respect to Contracts purchased for use in connection with individual
retirement trust or custodial accounts meeting the requirements of Section
408(a) of the Code, the annuity tax rate in California is 2.35% instead of
0.5%.

VM-24
<PAGE>

LOGO METLIFE(R)
- --------------------------------------------------------------------------------
Bulk
Rate
U.S.
Postage
Paid
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>

PROFILE

Preference Plus(R) Account
Profile
- --------------------------------------------------------------------------------
May 1, 1997

Preference
Plus
Profile

[LOGO] MetLife
Retirement & Savings Center
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

METROPOLITAN LIFE SEPARATE ACCOUNT E
PROFILE OF THE PREFERENCE PLUS(R) ACCOUNT DEFERRED INDIVIDUAL AND GROUP
INDIVIDUAL RETIREMENT ANNUITIES ("IRAS"), SIMPLE INDIVIDUAL RETIREMENT
ANNUITIES ("SIMPLE IRAS"), NON-QUALIFIED ANNUITIES AND SIMPLIFIED EMPLOYEE
PENSIONS ("SEPS") VARIABLE ANNUITY CONTRACTS ("CONTRACTS")
................................................................................

This Profile is a summary of the more important points that you should know and
consider before purchasing a Contract or investing under a Contract. The Con-
tract is more fully described in the full prospectus which accompanies this
Profile. Please read the prospectus carefully.

1. THE ANNUITY CONTRACT

After you or your employer or the trustee makes the first purchase payment
on your behalf, an account is set up for you under the Contract. You will
receive a contract which is a legal agreement between you and Metropolitan
Life Insurance Company (MetLife) or a certificate which summarizes the
relevant provisions of a group contract between MetLife and the employer
or trustee. If purchase payments are made under a retirement plan, the
Contract may provide that all or some of your rights described in this
Profile are subject to the terms of the plan. The Contract consists of two
phases: the accumulation or "pay-in" phase and the annuity or "pay-out"
phase. By making one or more purchase payments, you accumulate money in
your account during the pay-in phase. MetLife will hold your money and
credit any investment returns as long as the money remains in your ac-
count. The pay-out phase begins when you either take all of your money out
of the account or elect to receive "income" payments that MetLife makes
using the money from your account. The number and the amount of the income
payments you receive depend on the pay-out option you choose and the
amount used to provide your income payments.

The Contract is called an "annuity" because you can elect income payments.
The Contract is a "variable annuity" because, based on the performance of
the investment options you choose, your account value may go up or down.
Since the investment performance is not guaranteed, your money is at risk.
The degree of risk will depend on the investment options you choose. There
is also a fixed interest rate option called the Fixed Interest Account.
The Fixed Interest Account provides interest rates guaranteed by MetLife
and is not described in this Profile. While there is a possible loss of
principal in the investment options, they offer the opportunity for
greater returns than the interest rate guaranteed under the Fixed Interest
Account.

You may transfer money in your account among the investment options and
between the investment options and the Fixed Interest Account as often as
you like. There is no minimum amount required to make a transfer nor is
there a charge for transfers.

2. ANNUITY PAYMENTS

The pay-out phase begins when you elect either to take out all the money
in your account or you start to receive income payments that MetLife makes
using the money from your account. You can choose income payments that are
fixed, variable or both. If the payments are fixed, MetLife guarantees the
amount of each payment. If the payments are variable, the amount is not
guaranteed and can go up or down based upon the performance of the invest-
ment options you have chosen. Income payments can be received monthly,
quarterly, semi-annually or annually. MetLife can guarantee income pay-
ments to last for a fixed period of time, for your lifetime, or for as
long as either you or a person you choose is living. Other pay-out choices
are available.

3. PURCHASE

You, your employer, or the trustee of a retirement plan can purchase a
contract through your MetLife representative or a representative of other
firms MetLife has selected. You must indicate that you want to invest un-
der a contract by filling out the appropriate forms.

There is no minimum purchase payment amount. (MetLife may cancel the Con-
tract if your account value falls below certain minimums.) You can put
more money in your account, but MetLife may reject purchase payments over
$500,000.

<PAGE>

WHO SHOULD BUY A CONTRACT? Contracts are appropriate for individuals sav-
ing for retirement. The Non-Qualified Contract is called "non-qualified"
because it does not meet the requirements or "qualify" under the Federal
income tax laws for retirement plans or IRAs. Purchase payments for Non-
Qualified Contracts are not tax-deductible. Purchase payments for the
other Contracts qualify under the Federal income tax laws for retirement
plans or are IRAs. For the IRA Contract, purchase payments may be totally,
partially, or not tax-deductible, depending on your situation. Purchase
payments made under qualified retirement plans or arrangements under SIM-
PLE IRAs or SEP Contracts are generally fully tax-deductible or made on a
pre-tax basis.

4. INVESTMENT OPTIONS

The investment options are:

. Income . Loomis Sayles High Yield Bond
. Diversified . Aggressive Growth
. Stock Index . T. Rowe Price Small Cap Growth
. Growth . Scudder Global Equity
. Janus Mid Cap . International Stock

Money in the investment options are invested in the Metropolitan Series
Fund, Inc., an underlying mutual fund that invests in stocks, bonds and
other investments. Not all options are available in all states.

5. EXPENSES

There are two types of charges you pay while you have money in an invest-
ment option. The first is an insurance-related charge that on an annual
basis will not exceed 1.25% of the average daily value of the amount you
have in each investment option. This charge is used to pay MetLife for
general administrative expenses and for mortality and expense risks of the
Contract. MetLife guarantees that the insurance- related charge will never
increase while you have a contract or certificate. The second charge is
investment-related. It pays the investment manager for managing amounts in
the investment options and pays for investment operating expenses. For the
Income, Diversified, Stock Index, Growth, Aggressive Growth and Interna-
tional Stock investment options, the investment-related charges are ex-
pected to range on an annual basis from .30% to .97% of the average daily
value of the amount you have in an investment option, depending on the op-
tions you select. For the Loomis Sayles High Yield Bond, Janus Mid Cap, T.
Rowe Price Small Cap Growth and Scudder Global Equity investment options,
which commenced operations on March 3, 1997, these investment-related
charges are estimated for the year ending December 31, 1997, to range from
.75% to .95% of the average daily value of the amount you have in an in-
vestment option, depending on the options you select.

If you decide to take all or part of a purchase payment out of your ac-
count within seven years of when you made it, a withdrawal charge of up to
7% of the purchase payment withdrawn may also be imposed as follows:

DURING PURCHASE PAYMENT YEAR

1 2 3 4 5 6 7 8 & Later
<S> <C> <C> <C> <C> <C> <C> <C> <C>
7% 6% 5% 4% 3% 2% 1% 0
</TABLE>

There are no annual Contract charges. (For the IRA, Non-Qualified and SEP
Contracts, there is a $20 charge applied against any amounts in the Fixed
Interest Account only if your account value is less than $20,000 or if you
are not enrolled in MetLife's payroll deduction or bank authorization pro-
grams. For the SIMPLE IRA Contract, there is a $20 charge applied against
any amounts in the Fixed Interest Account only if your account value is
less than $20,000 or if you fail to make purchase payments during the
year.)

PROFILE 2
<PAGE>

The table below summarizes the Contract expenses described on the previous
page for the year ending December 31, 1996, restated for proposed manage-
ment fee revisions expected to take effect August 1, 1997 for the Income,
Diversified, Growth, Aggressive Growth and International Stock investment
options, or estimated for the year ending December 31, 1997 for the Loomis
Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth and
Scudder Global Equity investment options.

. The first two columns are the insurance-related and investment-re-
lated charges per investment option and the third column is the to-
tal.

. The last two columns indicate the amount you would pay, including any
withdrawal charges, on a hypothetical $1,000 investment in each in-
vestment option if you took your money out of the account as of the
end of the first year or as of the end of the tenth year. (There are
no numbers for some of the options for the "10 years" example, be-
cause the investment options are new.)

. These examples also assume a 5% investment return each year and that
10% of the account value is free of withdrawal charges. The table as-
sumes that annuity taxes are 0%.

<TABLE>
<CAPTION>
TOTAL ANNUAL TOTAL ANNUAL TOTAL ANNUAL EXAMPLES: TOTAL
INSURANCE INVESTMENT- CHARGES ANNUAL EXPENSES
CHARGE RELATED CHARGES AS OF THE END OF
INVESTMENT
OPTION 1 YEAR 10 YEARS
................................................................................
<S> <C> <C> <C> <C> <C>
Income 1.25% .40% 1.65% $80 $197
Diversified 1.25% .50% 1.75% $81 $207
Stock Index 1.25% .30% 1.55% $79 $186
Growth 1.25% .55% 1.80% $81 $213
Janus Mid Cap 1.25% .95% 2.20% $85 N/A
Loomis Sayles High Yield
Bond 1.25% .90% 2.15% $85 N/A
Aggressive Growth 1.25% .75% 2.00% $83 $235
T. Rowe Price Small Cap
Growth 1.25% .75% 2.00% $83 N/A
Scudder Global Equity 1.25% .82% 2.07% $84 N/A
International Stock 1.25% .97% 2.22% $86 $258
</TABLE>

The total annual investment-related charges column reflects all expense
reimbursements and fee waiver arrangements.

The complete Table of Expenses can be found in the prospectus for the Con-
tracts.

6. TAXES

Generally, you will not be taxed on any earnings from your account until
you make a withdrawal. If you take money out of your account before age 59
1/2, you may also have to pay a 10% (or 25%) Federal income tax penalty on
the portion of the withdrawal which is taxable. (The Federal income tax
penalty is 25% for the first two years of a SIMPLE IRA and 10% for all
other withdrawals.)

For tax purposes, withdrawals from the Non-Qualified Contract are normally
treated as coming from taxable earnings first and then from non-taxable
purchase payments.

For the IRA Contract, the tax treatment of a withdrawal will depend on
whether your purchase payment was tax-deductible or not deductible and the
number and size of any other IRAs you own.

If your purchase payment under the IRA, SEP or SIMPLE IRA Contract was
fully tax-deductible or made on a pre-tax basis, all withdrawals will be
subject to ordinary income tax.

Income payments are subject to different tax rules. Some jurisdictions may
also tax amounts in annuities. MetLife does not deduct annuity taxes from
your account until the pay-out phase of the Contract. Annuity taxes cur-
rently range up to 5%.

PROFILE 3
<PAGE>

7. ACCESS TO YOUR MONEY

When you want to take money out of your account, you may request a with-
drawal of at least $500 or your account value, if less. A withdrawal
charge of up to 7% that declines to zero over a seven year period applies
to each purchase payment and may be deducted from your account. The amount
of the withdrawal charge depends upon how long the withdrawn purchase pay-
ments were in your account. Whether or not a contract withdrawal charge
applies, withdrawals may be subject to income taxes, as well as a 10% tax
penalty if you are age 59 1/2 or less. (The tax penalty is 25% for the
first two years of a SIMPLE IRA, and 10% for all other withdrawals.)

You do not pay a contract withdrawal charge if:

A. The withdrawal is the first in a contract year and is up to 10% of
the value of your account.

B. The amount withdrawn is from purchase payments made over seven years
ago.

C. You elect to purchase a lifetime income option or an income that
will be paid for at least five years without the right to cancel the
payment method.

D. You die during the pay-in phase of the Contract.

E. You notify us in writing that you want to cancel the Contract within
10 days of receipt of your Contract. (Your rights to cancel may vary
in some states.)

F. You or your spouse (i) is a resident in certain nursing home facili-
ties for at least 90 consecutive days or (ii) has been diagnosed as
terminally ill and is expected to die within 12 months. (May not be
available in all states.)

G. The withdrawal is required to avoid Federal income tax penalties or
to satisfy Federal income tax rules or Department of Labor regula-
tions that apply to IRA, SIMPLE IRA or SEP Contracts.

Transfers from certain MetLife contracts "rolled over" to these Contracts
have different withdrawal charges.

8. PERFORMANCE HISTORY

The following chart shows the percentage change in unit values (total re-
turn) for the investment options for certain time periods. (Unit values
are the bookkeeping measure MetLife uses to track account values.) The
unit values reflect the insurance-related charges and investment-related
charges. The total return history below does not reflect withdrawal
charges. If they were included, the total return figures would have been
lower. Past performance does not guarantee future results.

<TABLE>
<CAPTION>
INVESTMENT OPTION 1/1/91- 1/1/92- 1/1/93- 1/1/94- 1/1/95- 1/1/96-
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
................................................................................
<S> <C> <C> <C> <C> <C> <C>
Income 15.94% 5.61% 9.94% -4.34% 18.10% 2.30%
Diversified 23.42% 8.09% 11.42% -4.24% 25.46% 13.06%
Stock Index 28.11% 6.11% 8.21% -0.07% 35.18% 21.11%
Growth 31.48% 10.25% 12.98% -4.47% 31.48% 20.67%
Aggressive Growth 64.38% 9.00% 21.09% -3.11% 27.93% 6.35%
International Stock -11.31% 46.01% 3.71% -0.42% -2.96%
</TABLE>

Prior to May 16, 1993, MetLife paid all expenses of the Metropolitan Se-
ries Fund, Inc., other than management fees, brokerage commissions, taxes,
interest and any extraordinary or non-recurring expenses.

PROFILE 4
<PAGE>

9. DEATH BENEFIT

10. OTHER INFORMATION

A. The Non-Qualified and IRA Contracts described in this Profile are
individual contracts. You, as purchaser of the contract, have all
rights under the contract. The SEP Contract is a group contract. The
SIMPLE IRA Contract may be either an individual or group contract.

B. Metropolitan's Easy Telephone Service: Account information is avail-
able 24 hours a day on our toll-free line. Requests may also be made
during business hours.

C. Payroll deduction/bank authorization: You may be able to make pur-
chase payments conveniently by authorizing deductions from your sal-
ary or transfers from your bank account.

D. MetLife's Automated Investment Strategies: Although no investment
strategy can guarantee a profit or protect against loss, you can se-
lect an automated investment strategy to help make investing easy.
When you choose an automated investment strategy, MetLife will make
scheduled transfers among the Fixed Interest Account and the invest-
ment options that help you follow the strategies described below:

THE EQUITY GENERATOR SM: An amount equal to the interest earned
in the Fixed Interest Account is transferred monthly to the Stock
Index or Aggressive Growth investment option.

THE EQUALIZER SM: Amounts in the Fixed Interest Account and in
the Stock Index or Aggressive Growth investment options are
transferred quarterly from one to the other in order to make the
amounts in each equal.

THE REBALANCER SM: Amounts in the investment options and the
Fixed Interest Account are transferred each quarter in order to
bring the percentage of your account value in each option back to
the original allocation that you choose.

THE ALLOCATOR SM: A dollar amount you choose is transferred
monthly from the Fixed Interest Account into any of the invest-
ment options. You select the day of the month and the period dur-
ing which the transfers will occur.

11. INQUIRIES

Please contact MetLife at:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Attention: Retirement & Savings Center
1-800-553-4459

PROFILE 5
<PAGE>

Preference Plus(R) Account Prospectus

Individual Retirement Annuities
Simple Individual Retirement Annuities
Non-Qualified Annuities
Simplified Employee Pensions

[GRAPHIC]

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
State Street Research Income, State Street Research Diversified, MetLife Stock
Index, State Street Research Growth, Janus Mid Cap, Loomis Sayles High Yield
Bond, State Street Research Aggressive Growth, T. Rowe Price Small Cap Growth,
Scudder Global Equity and GFM 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 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: Alan DiMichele. Inquiries may be made to
Metropolitan Life Insurance Company, One Madison Avenue, New York, New York
10010, Attention: Retirement and Savings Center; telephone number (800) 553-
4459. 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-12
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT............ A-PPA-13
WITHDRAWALS AND TRANSFERS............................................ A-PPA-14
DEDUCTIONS AND CHARGES............................................... A-PPA-15
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................. A-PPA-16
DEATH BENEFIT........................................................ A-PPA-17
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>

A-PPA-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- --------
<S> <C>
Account Balance........................................................ A-PPA- 6
Accumulation Units..................................................... A-PPA-13
Annuity Units.......................................................... A-PPA-19
Assumed Investment Rate................................................ A-PPA-19
Contract Year.......................................................... A-PPA-15
Contracts.............................................................. A-PPA- 1
Designated Office...................................................... A-PPA-12
Early Withdrawal Charge................................................ A-PPA-15
Experience Factor...................................................... A-PPA-13
Free Corridor.......................................................... A-PPA-16
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-14
Valuation Period....................................................... A-PPA-13
</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 TOTAL
---------- -------- -----
<S> <C> <C> <C>
State Street Research Income Portfolio(d)(e)........ .33 .07 .40
State Street Research Diversified Portfolio(d)(e)... .46 .04 .50
MetLife Stock Index Portfolio(d).................... .25 .05 .30
State Street Research Growth Portfolio(d)(e)........ .51 .04 .55
Janus Mid Cap Portfolio(f).......................... .75 .20 .95
Loomis Sayles High Yield Bond Portfolio(f).......... .70 .20 .90
State Street Research Aggressive Growth
Portfolio(d)(e).................................... .71 .04 .75
T. Rowe Price Small Cap Growth Portfolio(f)......... .55 .20 .75
Scudder Global Equity Portfolio(f)(g)............... .62 .20 .82
GFM International Stock Portfolio(d)(e)(h).......... .75 .22 .97
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE

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: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Income Division............................. $80 $97 $117 $197
Diversified Division........................ 81 100 122 207
Stock Index Division........................ 79 94 111 186
Growth Division............................. 81 101 125 213
Janus Mid Cap Division...................... 85 114 -- --
Loomis Sayles High Yield Bond Division...... 85 113 -- --
Aggressive Growth Division.................. 83 108 135 235
T. Rowe Price Small Cap Growth Division..... 83 108 -- --
Scudder Global Equity Division.............. 84 110 -- --
International Stock Division................ 86 115 147 258
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(i):
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............................. $17 $53 $91 $197
Diversified Division........................ 18 56 96 207
Stock Index Division........................ 16 49 85 186
Growth Division............................. 18 57 98 213
Janus Mid Cap Division...................... 23 70 -- --
Loomis Sayles High Yield Bond Division...... 22 68 -- --
Aggressive Growth Division.................. 21 63 109 235
T. Rowe Price Small Cap Growth Division..... 21 63 -- --
Scudder Global Equity Division.............. 21 66 -- --
International Stock Division................ 23 70 120 258
</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-15) 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-
15.)
(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) Reflects 1996 fees and expenses, restated for proposed management fee
revisions expected to take effect August 1, 1997.

(f) The Portfolios commenced operations on March 3, 1997. Management fees and
other expenses for these Portfolios are estimated amounts for the year
ending December 31, 1997. MetLife has agreed to bear all expenses (other
than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses) in excess of .20% of the average
net assets for each of the Loomis Sayles High Yield Bond, T. Rowe Price
Small Cap Growth, Janus Mid Cap and Scudder Global Equity Portfolios until
each Portfolio's total net assets are at least $100 million, or until
March 2, 1999, whichever is earlier. The marginal rate of the investment
management fee for T. Rowe Price Small Cap, Janus Mid Cap, and Scudder
Global Equity Portfolios will decrease when the dollar amount in each
respective Portfolio reaches certain threshold amounts.

(g) MetLife has agreed to waive a portion of its investment management fee for
the Scudder Global Equity Portfolio during the first year of the
Portfolio's operations. The waiver of investment management fees during
the first six months of the Portfolio's operations will be equal to .35%
of the average daily value of the aggregate net assets of the Portfolio up
to $50 million, .175% of such assets on the next $50 million, .15% of such
assets on the next $400 million and .1375% of such assets on amounts in
excess of $500 million. During the second six months of the Portfolio's
operations such waiver of the investment management fee will be equal to
.175% of assets up to $50 million, .0875% of assets on the next $50
million, .075% of assets on the next $400 million and .06875% of such
assets in excess of $500 million. Absent MetLife's waiver of its
investment management fee, we estimate that the management fee and other
expenses for the Scudder Global Equity Portfolio would be .84% and .20%,
respectively, for a total of 1.04%.

(h) It is expected that State Street Research & Management Company ("State
Street Research") will become the sub-investment manager with respect to
the GFM International Stock Portfolio on August 1, 1997. GFM International
Investors Limited ("GFM") will become the sub-sub-investment manager and
will continue to have day-to-day investment responsibility for the GFM
International Stock Portfolio. In the event this change takes place, the
name of the Portfolio will be changed to the State Street Research
International Stock Portfolio as of August 1, 1997.

(i) 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-16).

A-PPA-5
<PAGE>

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

THE USE OF CERTAIN TERMS IN THIS PROSPECTUS

YOUR INVESTMENT CHOICES (PAGES A-PPA-10-12)

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-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 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-12-13; A-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," page A-PPA-14.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances
and your Contract. (See "Withdrawals and Transfers," page A-PPA-14,
"Deductions and Charges," page A-PPA-15.)

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

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-16-17)

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-17)

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 $16.49 16,604
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 19.22 52,053
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 22.43 43,141
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 21.37 49,644
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 23.77 43,962
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 13.77 17,780
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>

In addition to the above mentioned Accumulation Units, there are cash
reserves of $5,422,688 on December 31, 1996 applicable to Income
Annuities (including those not described in this Prospectus) receiving
annuity payouts.

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

A-PPA-7
<PAGE>

PREFERENCE PLUS CONTRACTS
ENDING ACCUMULATION UNIT VALUES

1990 1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ---- ----
Income 10.60 12.29 12.98 14.27 13.65 16.12 16.49
Diversified 9.52 11.75 12.70 14.15 13.55 17.00 19.22
Stock Index 9.32 11.94 12.67 13.71 13.70 18.52 22.43
Growth 8.61 11.32 12.48 14.10 13.47 17.71 21.37
Aggressive Growth 8.31 13.66 14.89 18.03 17.47 22.35 23.77
International Stock - 10.61 9.41 13.74 14.25 14.19 13.77

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. As of December 31,
1996, we had approximately $298 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 approved in
your state, the Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price
Small Cap Growth, and Scudder Global Equity Divisions are also available. 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
"open-end management investment companies" under the 1940 Act. Except for the
Janus Mid Cap Portfolio, 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:

State Street Research 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.

A-PPA-10
<PAGE>

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

State Street Research 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).

MetLife 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.

State Street Research 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.

Janus Mid Cap Portfolio: To provide long-term growth of capital. It pursues
this objective by investing primarily in a non-diversified portfolio of
securities issued by medium sized companies.

Loomis Sayles High Yield Bond Portfolio: To achieve high total investment
return through a combination of current income and capital appreciation. The
Portfolio will normally invest at least 65% of its assets in fixed income
securities of below investment grade quality.

State Street Research 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.

T. Rowe Price Small Cap Growth Portfolio: To achieve long-term capital growth
by investing in small capitalization companies.

Scudder Global Equity Portfolio: To achieve long-term growth of capital
through a diversified portfolio of marketable securities, primarily equity
securities, including common stocks, preferred stocks and debt securities
convertible into common stocks. The Portfolio invests on a worldwide basis in
equity securities of companies which are incorporated in the U.S. or in
foreign countries. It also may invest in the debt securities of U.S. and
foreign issuers. Income is an incidental consideration.

GFM 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. As
the investment manager of the State Street Research Growth, State Street
Research Income, State Street Research Diversified and MetLife Stock Index
Portfolios of the Metropolitan Fund, we receive monthly compensation as an
investment management fee equivalent to an annual rate of .25% of the average
daily value of the aggregate net assets of each Portfolio. For the State
Street Research Aggressive Growth and GFM International Stock Portfolios, we
are paid a monthly investment management fee equivalent to an annual rate of
.75% of the average daily value of the aggregate net assets for each
Portfolio. We pay State Street Research & Management Company, one of our
subsidiaries, to provide us with sub-investment management services for the
State Street Research Growth, State Street Research Income, State Street
Research Diversified and State Street Research Aggressive Growth Portfolios.

We pay GFM International Investors Limited, one of our subsidiaries, to
provide us with sub-investment management services for the GFM International
Stock Portfolio. It is expected that State Street Research & Management
Company will become the sub-investment manager with respect to the GFM
International Stock Portfolio on August 1, 1997. GFM International Investors
Limited will become the sub-sub-investment manager and will continue to have
day-to-day investment responsibility for the GFM International Stock
Portfolio. In the event this change takes place, the name of the Portfolio
will be changed to the State Street Research International Stock Portfolio as
of August 1, 1997.

The above fees do not reflect proposed investment management fee revisions
expected to take effect August 1, 1997, for the State Street Research Growth,
State Street Research Income, State Street Research Diversified, and State
Street Research Aggressive Growth Portfolios and the GFM International Stock
Portfolio. The Table of Expenses in this Prospectus indicates the 1996 fees
and expenses restated for these proposed fee revisions.

For providing investment management services to the Loomis Sayles High Yield
Bond Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .70% of the average daily value of the aggregate net assets of
the Portfolio. Loomis Sayles & Company, L.P., whose general partner is
indirectly owned by MetLife, is the sub-investment manager with respect to the
Loomis Sayles High Yield Bond Portfolio. For providing investment management
services to the Janus Mid Cap Portfolio, we receive monthly compensation from
the Portfolio at an annual rate of .75% of the average daily value of the
aggregate net assets of the Portfolio up to $100 million, .70% of such assets
on the next $400 million and .65% of such assets on amounts in excess of $500
million. Janus Capital Corporation is the sub-investment manager for the Janus
Mid Cap Portfolio. For providing investment management services to the T. Rowe
Price Small Cap Growth Portfolio, we receive monthly compensation from the

A-PPA-11
<PAGE>

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

Portfolio at an annual rate of .55% of the average daily value of the
aggregate net assets of the Portfolio up to $100 million, .50% of such assets
on the next $300 million and .45% of such assets in excess of $400 million. T.
Rowe Price Associates, Inc. is the sub-investment manager for the T. Rowe
Price Small Cap Growth Portfolio.

For providing investment management services to the Scudder Global Equity
Portfolio, we receive monthly compensation from the Portfolio at an annual
rate of .90% of the average daily value of the aggregate net assets of the
Portfolio up to $50 million, .55% of such assets on the next $50 million, .50%
of such assets on the next $400 million and .475% of such assets on amounts in
excess of $500 million. We have agreed to waive a portion of our investment
management fee for the Scudder Global Equity Portfolio during the first year
of the Portfolio's operations. The waiver of investment management fees during
the first six months of the Portfolio's operations will be equal to .35% of
the average daily value of the aggregate net assets of the Portfolio up to $50
million, .175% of such assets on the next $50 million, .15% of such assets on
the next $400 million and .1375% of such assets on amounts in excess of $500
million. During the second six months of the Portfolio's operations such
waiver of the investment management fee will be equal to .175% of assets up to
$50 million, .0875% of assets on the next $50 million, .075% of assets on the
next $400 million and .06875% of such assets in excess of $500 million.
Scudder, Stevens & Clark, Inc. is the sub-investment manager for the Scudder
Global Equity Portfolio.

Sub-investment management services are provided to us and we pay fees for
such services according to contracts between us and each of the sub-investment
managers. 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 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

A-PPA-12
<PAGE>

...............................................................
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, 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 factor 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. For example, if the last previously calculated
accumulation unit value is $12.00 and the experience factor for the period was
1.05, the new accumulation unit value is $12.60 ($12.00 X 1.05). On the other
hand, if the last previously calculated accumulation unit value is $12.00 and
the experience factor for the period was .95, the new accumulation unit value
is $11.40 ($12.00 X .95).

A-PPA-13
<PAGE>

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

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 and we may require
that this request be made on the form we provide for this purpose. 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, 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. Each SWIP payment must be at least $50.
Your payment date is the date we make payment, which is not the date you
receive it. You should allow approximately 10 days for processing your
request. If we do not receive the request at least 10 days in advance of the
SWIP payment start date, we will process your first SWIP payment the following
month. 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 effective 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

A-PPA-14
<PAGE>

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

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."

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. Rather than receiving your minimum distribution in one annual payment,
you may request that we make minimum distribution payments to you on a
periodic basis. However, you may be required to 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.

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 $62,951,547 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 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.

A-PPA-15
<PAGE>

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

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.

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 Contract from which the withdrawal is made.

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

A-PPA-16
<PAGE>

...............................................................
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?

You name your beneficiary.

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
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, International Stock
Divisions, and, if approved in your state, Loomis Sayles High Yield Bond, Janus
Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Equity Divisions
described earlier in Section 1 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. In some states, you may be limited
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 a factor based on the AIR and the number of days in the
valuation period. For an AIR of 4% and a one day valuation period, the factor
is .99989255, which is the daily discount factor for an effective annual rate
of 4%. (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 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 the 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:

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.

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.

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, the Standard & Poor's 400 Index, the
Standard & Poor's 600 Index, Lehman Brothers Government/Corporate Bond Index,
the Merrill Lynch High Yield Bond Index, The Morgan Stanley Capital
International All Country World 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.

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.

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.............................. 13
Financial Statements of MetLife........................................... 31
</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................................................ 6
ACCUMULATION UNIT VALUES....................................... 7-8
Calculation................................................... 13
ANNUAL CONTRACT FEE............................................ 4, 6, 15
ANNUITY TAXES ................................................. 15
ANNUITY UNITS.................................................. 19
ASSUMED INVESTMENT RATE........................................ 19
AUTOMATIC PAYROLL DEDUCTION.................................... 12
AVERAGE ANNUAL TOTAL RETURN.................................... 24
CANCELLATION................................................... 22
CHANGE IN ACCUMULATION UNIT VALUE.............................. 24
CHANGE IN ANNUITY UNIT VALUE................................... 24
CHECK-O-MATIC.................................................. 12, 22
COMMISSION..................................................... 24
CONFIRMATION................................................... 22
CONTRACTS...................................................... 1, 6, 10
CONTRACT YEAR.................................................. 14, 15
DEATH BENEFIT.................................................. 6, 17
DESIGNATED OFFICE.............................................. 12
DIVIDENDS...................................................... 10
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD).................. 4, 6, 14
EQUALIZER SM .................................................. 25
EQUITY GENERATOR SM ........................................... 16, 24, 25
ERISA.......................................................... 22
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES....................... 6, 16-17
Certain Purchase Payments..................................... 16
Death......................................................... 16
Federal Taxes................................................. 16
Free Corridor................................................. 16
Free Look..................................................... 16
Income Annuity................................................ 16
Transfers..................................................... 16
Transfers from other MetLife Contracts........................ 16
Nursing Home or Terminal Illness.............................. 17
EXPERIENCE FACTOR.............................................. 13
FIXED INCOME OPTION............................................ 17
FREE CORRIDOR.................................................. 16
FREE LOOK...................................................... 16
GENERAL ADMINISTRATIVE EXPENSES CHARGE......................... 4, 6, 15
INCOME ANNUITIES............................................... 1, 6, 17, 18-20
Administration................................................ 18
Annuity Unit Value............................................ 19
Annuity Taxes................................................. 20
Assumed Investment Rate....................................... 19
Contract Fee.................................................. 20
Free Look..................................................... 21
General Administrative Expenses Charge........................ 20
Income Types.................................................. 20
Investment Choices............................................ 18
Mortality and Expense Risk Charge............................. 20
Income for Two Lives Annuity.................................. 20
Income for Two Lives with a Guaranteed Period Annuity......... 20
</TABLE>

A-PPA-32
<PAGE>

<TABLE>
<CAPTION>
A-PPA
<S> <C>
Income for Two Lives with Refund Annuity.................. 20
Your Lifetime Annuity..................................... 20
Your Lifetime with a Guaranteed Period Annuity............ 20
Your Lifetime with a Refund Annuity....................... 20
Income for a Guaranteed Period Annuity.................... 20
Purchase Payment.......................................... 18
Transfers................................................. 6, 19-20
Taxes..................................................... 28-29
Valuation Period.......................................... 13, 19
INCOME OPTIONS.............................................. 17
Fixed Income Option....................................... 17
Variable Income Option.................................... 17
INDIVIDUAL RETIREMENT ANNUITY CONTRACTS..................... 1, 10, 12, 14, 18,
26, 27, 28, 29, 31
INVESTMENT CHOICES.......................................... 4, 6, 10, 11
GFM International Stock Portfolio......................... 1, 4, 11
Janus Mid Cap Portfolio................................... 1, 4, 11
Loomis Sayles High Yield Bond Portfolio................... 1, 4, 11
MetLife Stock Index Portfolio............................. 1, 4, 11
T. Rowe Price Small Cap Growth Portfolio.................. 1, 4, 11
Scudder Global Equity Portfolio........................... 1, 4, 11
State Street Research Aggressive Growth Portfolio......... 1, 4, 11
State Street Research Diversified Portfolio............... 1, 4, 11
State Street Research Growth Portfolio.................... 1, 4, 11
State Street Research Income Portfolio.................... 1, 4, 10
MANAGEMENT FEES............................................. 4, 11, 12
MORTALITY AND EXPENSE RISK CHARGE........................... 4
NON-QUALIFIED CONTRACT...................................... 1, 10, 12, 18, 26,
28, 29, 31
NURSING HOME OR TERMINAL ILLNESS............................ 17
PERFORMANCE................................................. 24
PURCHASE PAYMENTS (CONTRIBUTIONS)........................... 6, 12
REBALANCER SM (withdrawals and transfers)................... 14
SALES LOAD.................................................. 4, 14, 15
SALES REPRESENTATIVES....................................... 24
SEPARATE ACCOUNT............................................ 6, 9
SIMPLIFIED EMPLOYEE PENSION CONTRACT........................ 1, 10, 14, 18, 26,
27, 29, 31
SUMMARY..................................................... 6
SYSTEMATIC WITHDRAWAL INCOME PROGRAM........................ 14, 15, 22, 27
TAXES....................................................... 6, 15, 20, 26-29
General--all markets...................................... 26, 28, 29
IRA Contracts............................................. 26-27, 28, 29
Non-Qualified Contracts................................... 26, 28, 29
SEP Contracts............................................. 27, 29
SIMPLE IRAs............................................... 26, 27, 28, 29
TELEPHONE REQUESTS.......................................... 14
TOTAL OPERATING EXPENSES.................................... 4
TRANSFERS................................................... 6, 14
VALUATION PERIOD............................................ 13, 19
VOTING RIGHTS............................................... 23-24
WITHDRAWALS................................................. 14
YIELD....................................................... 24
</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: ALAN DIMICHELE
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>

PROFILE

Preference Plus(R) Account
Profile
- --------------------------------------------------------------------------------
May 1, 1997

Preference Plus
Profile

[LOGO] MetLife
Retirement & Savings Center
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

METROPOLITAN LIFE SEPARATE ACCOUNT E
PROFILE OF THE PREFERENCE PLUS(R) ACCOUNT DEFERRED GROUP AND INDIVIDUAL TAX
SHELTERED ANNUITIES ("TSAS"), QUALIFIED ANNUITY PLANS UNDER SECTION 403(A) OF
THE INTERNAL REVENUE CODE, PUBLIC EMPLOYEE DEFERRED COMPENSATION ("PEDC") AND
KEOGH VARIABLE ANNUITY CONTRACTS ("CONTRACTS")
................................................................................

This Profile is a summary of the more important points that you should know and
consider before purchasing a Contract or investing under a Contract. The Con-
tracts are more fully described in the full prospectus which accompanies this
Profile. Please read the prospectus carefully.

1. THE ANNUITY CONTRACT

After you or your employer or the trustee makes the first purchase payment
on your behalf, an account is set up for you under the Contract. You will
receive a contract which is a legal agreement between you and Metropolitan
Life Insurance Company (MetLife) or a certificate which summarizes the
relevant provisions of a group contract between MetLife and the employer
or trustee. (If you invest under the PEDC Contract or most Keogh Con-
tracts, only your employer or the trustee will receive a Contract. In
these situations you do not receive a certificate.) If purchase payments
are made under a retirement plan, the Contract may provide that all or
some of your rights described in this Profile are subject to the terms of
the plan. The Contract consists of two phases: the accumulation or "pay-
in" phase and the annuity or "pay-out" phase. By making one or more pur-
chase payments, you accumulate money in your account during the pay-in
phase. MetLife will hold your money and credit any investment returns as
long as the money remains in your account. The pay-out phase begins when
you either take all of your money out of the account or elect to receive
"income" payments that MetLife makes using the money from your account.
The number and the amount of the income payments you receive depend on the
pay-out option you choose and the amount used to provide your income pay-
ments.

2. ANNUITY PAYMENTS

3. PURCHASE

You, your employer or other group purchaser or the trustee of a retirement
plan can purchase a contract through your MetLife representative or a rep-
resentative of other firms MetLife has selected. You must indicate that
you want to invest under a contract by filling out the appropriate forms.
<PAGE>

There is no minimum purchase payment amount. (MetLife may cancel the con-
tract or certificate if the account value falls below certain minimums.)
You can put more money in your account, but MetLife may reject purchase
payments over $500,000.

WHO SHOULD INVEST? This investment is appropriate for individuals saving
for retirement. Because purchase payments are made under qualified retire-
ment plans or arrangements, all purchase payments are made on a tax-de-
ductible or pre-tax basis.

4. INVESTMENT OPTIONS

The investment options are:

. Income . Loomis Sayles High Yield Bond
. Diversified . Aggressive Growth
. Calvert Responsibly
Invested Balanced . T. Rowe Price Small Cap Growth
. Stock Index . Scudder Global Equity
. Growth . International Stock
. Janus Mid Cap

Money in the investment options is invested in the Metropolitan Series
Fund, Inc. or the Acacia Capital Corporation, underlying mutual funds that
invest in stocks, bonds and other investments. Not all options are avail-
able in all states or under all Contracts.

5. EXPENSES

There are two types of charges you pay while you have money in an invest-
ment option. The first is an insurance-related charge that on an annual
basis will not exceed 1.25% of the average daily value of the amount you
have in each investment option. This charge is used to pay MetLife for
general administrative expenses and for mortality and expense risks of the
Contract. MetLife guarantees that the insurance-related charge will never
increase while you have a contract or certificate. The second charge is
investment-related. It pays the investment manager for managing amounts in
the investment options and pays for investment operating expenses. For the
Income, Diversified, Stock Index, Growth, Aggressive Growth, International
Stock and Calvert Responsibly Invested Balanced investment options, the
investment-related charges are expected to range on an annual basis from
.30% to .97% of the average daily value of the amount you have in an in-
vestment option, depending on the options you select. For the Loomis
Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth and
Scudder Global Equity investment options, which commenced operations on
March 3, 1997, these investment-related charges for the year ending Decem-
ber 31, 1997 are estimated to range from .75% to .95% of the average daily
value of the amount you have in an investment option, depending on the op-
tions you select.

DURING PURCHASE
PAYMENT/CONTRACT YEAR

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

There are no annual Contract charges. (There is a $20 charge applied
against any amounts in the Fixed Interest Account only if your account
value is less than $10,000 or if you fail to make purchase payments during
the year for all Contracts, except the Keogh Contract. The Keogh Contract
with individual participant record-keeping has the $20 charge applied
against any amounts in the Fixed Interest Account; the Keogh Contract with
no individual participant record-keeping has no such charge. There is no
charge for certain TSA Contracts.)

PROFILE 2
<PAGE>

The table below summarizes the Contract expenses described on the previous
page for the year ending December 31, 1996, restated for proposed manage-
ment fee revisions expected to take effect August 1, 1997 for the Income,
Diversified, Growth, Aggressive Growth and International Stock investment
options, restated for expected increase in transfer agency expenses for
the Calvert Responsibly Invested Balanced investment option, or estimated
for the year ending December 31, 1997 for the Loomis Sayles High Yield
Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Eq-
uity investment options.

. The first two columns are the insurance-related and investment-re-
lated charges per investment option and the third column is the to-
tal.

. These examples also assume a 5% investment return each year and that
10% of the account value is free of withdrawal charges. The table as-
sumes that annuity taxes are 0%.

<TABLE>
<CAPTION>
TOTAL ANNUAL TOTAL ANNUAL TOTAL ANNUAL EXAMPLES: TOTAL
INSURANCE INVESTMENT- CHARGES ANNUAL EXPENSES
CHARGE RELATED CHARGES AS OF THE END OF
INVESTMENT
OPTION 1 YEAR 10 YEARS
................................................................................
<S> <C> <C> <C> <C> <C>
Income 1.25% .40% 1.65% $80 $197
Diversified 1.25% .50% 1.75% $81 $207
Calvert Responsibly 1.25% .84% 2.09% $84 $244
Invested Balanced
Stock Index 1.25% .30% 1.55% $79 $186
Growth 1.25% .55% 1.80% $81 $213
Janus Mid Cap 1.25% .95% 2.20% $85 N/A
Loomis Sayles High Yield
Bond 1.25% .90% 2.15% $85 N/A
Aggressive Growth 1.25% .75% 2.00% $83 $235
T. Rowe Price Small Cap
Growth 1.25% .75% 2.00% $83 N/A
Scudder Global Equity 1.25% .82% 2.07% $84 N/A
International Stock 1.25% .97% 2.22% $86 $258
</TABLE>

The total annual investment-related charges column reflects all expense
reimbursements and fee waiver arrangements.

The complete Table of Expenses can be found in the prospectus for the Con-
tracts.

6. TAXES

Generally, you will not be taxed until you make a withdrawal from your ac-
count. All withdrawals are subject to ordinary income taxes. Generally,
tax law prohibits most payments from TSAs before age 59 1/2. Distributions
under a PEDC arrangement are not available until the earlier of (1) the
year you reach 70 1/2; (2) the year you separate from service; or (3) the
year you are faced with an unforeseeable emergency. If you take money out
of your account under a TSA, Keogh plan, or 403(a) annuity before age 59
1/2, you may also have to pay a 10% Federal income tax penalty.

7. ACCESS TO YOUR MONEY

When you want to take money out of your account, you may request a with-
drawal of at least $500 or your account value, if less. Withdrawals are
restricted for TSA Contracts and Texas Optional Retirement Program partic-
ipants. A withdrawal charge of 7% that declines to zero over a seven year
period applies to each purchase payment and may be deducted from your ac-
count. The amount of the withdrawal charge depends upon how long the with-
drawn purchase payments were in your account. Whether or not a contract
withdrawal charge applies, withdrawals may be subject to income taxes, as
well as to a 10% tax penalty if you are age 59 1/2 or less.

PROFILE 3
<PAGE>

You do not pay a contract withdrawal charge if:

A. The withdrawal is up to 10% or 20% (depending on the Contract) of
the value of your account. For the TSA Contract and the Keogh Con-
tract with no individual participant recordkeeping, this percentage
may be taken in an unlimited number of partial withdrawals during
the contract year. For all others, it applies only to the first
withdrawal during the contract year.

B. The amount withdrawn is from purchase payments made over seven years
ago.

C. You elect to purchase a lifetime income option or an income that
will be paid for at least five years without the right to cancel the
payment method.

D. You die during the pay-in phase of the Contract.

E. You notify us in writing that you want to cancel the Contract within
10 days of receipt of your Contract. (Your rights to cancel may vary
in some states.)

F. The withdrawal is required to avoid Federal income tax penalties or
to satisfy Federal income tax rules or Department of Labor regula-
tions that apply to the Contract.

G. You are disabled as defined by Federal Social Security law or as de-
fined in the plan.

H. A total withdrawal is taken in annual installments over five years.
(Certain Keogh and TSA Contracts only.)

I. You retire or terminate employment under certain circumstances. Min-
imum contract participation requirements may apply. Withdrawal
charges may apply to amounts transferred into contracts from other
investment vehicles on a tax-free basis.

J. The TSA or Keogh plan terminates and is rolled over into another an-
nuity contract MetLife issues.

K. You suffer a hardship. (Certain Keogh, PEDC and TSA Contracts only.)

L. You make a direct transfer out of a Keogh Contract to another in-
vestment that MetLife has preapproved or you are a restricted par-
ticipant under the Keogh Contract and you roll over your account to
another MetLife contract.

Transfers from certain MetLife contracts "rolled over" to these Contracts
have different withdrawal charges.

8. PERFORMANCE HISTORY

The following chart shows the percentage change in unit values (total
return) for the investment options for certain time periods. (Unit values
are the bookkeeping measure MetLife uses to track account values.) The
unit values reflect the insurance-related charges and investment-related
charges. The total return history below does not reflect withdrawal
charges. If they were included, the total return figures would have been
lower. Past performance does not guarantee future results.

<TABLE>
<CAPTION>
INVESTMENT OPTION 1/1/91- 1/1/92- 1/1/93- 1/1/94- 1/1/95- 1/1/96-
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
................................................................................
<S> <C> <C> <C> <C> <C> <C>
Income 15.94% 5.61% 9.94% -4.34% 18.10% 2.30%
Diversified 23.42% 8.09% 11.42% -4.24% 25.46% 13.06%
Calvert Responsibly
Invested Balanced 14.37% 6.28% 6.61% -4.38% 28.15% 11.19%
Stock Index 28.11% 6.11% 8.21% -0.07% 35.18% 21.11%
Growth 31.48% 10.25% 12.98% -4.47% 31.48% 20.67%
Aggressive Growth 64.38% 9.00% 21.09% -3.11% 27.93% 6.35%
International Stock -11.31% 46.01% 3.71% -0.42% -2.96%
</TABLE>

PROFILE 4
<PAGE>

9. DEATH BENEFIT

If you or the person whose life determines when income payments are to be
made, if different, die before the pay-out phase begins, MetLife will pay
a death benefit that equals the greatest of: (1) your account value, (2)
your highest account value on December 31 of any fifth anniversary of your
purchase of the contract, less any later withdrawals and fees and (3) the
total of all purchase payments you made less withdrawals. In all cases,
the death benefit would also be reduced by outstanding loans. The amount
of the death benefit for the Keogh Contract with individual participant
record-keeping is deemed to be the account value under your plan. There is
no death benefit for the Keogh Contract with no individual participant
record-keeping.

10. OTHER INFORMATION

A. All the Contracts described in this Profile are group contracts ex-
cept for the TSA and Keogh Contracts which may be either group or
individual.

B. Metropolitan's Easy Telephone Service: Account information is avail-
able 24 hours a day on our toll-free line. Requests may also be made
during business hours.

C. Payroll deduction: You may be able to make purchase payments conve-
niently by authorizing deductions from your salary.

THE EQUITY GENERATOR SM: An amount equal to the interest earned
in the Fixed Interest Account is transferred monthly to the Stock
Index or Aggressive Growth investment option.

The strategies are not available under all Contracts.

11. INQUIRIES

Please contact MetLife at:

Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010
Attention: Retirement & Savings Center
1-800-553-4459

PROFILE 5
<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

[GRAPHIC]

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-14
WITHDRAWALS AND TRANSFERS............................................ B-PPA-15
DEDUCTIONS AND CHARGES............................................... B-PPA-16
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................. B-PPA-18
DEATH BENEFIT........................................................ B-PPA-20
INCOME OPTIONS....................................................... B-PPA-20
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS.......................... B-PPA-21
ADMINISTRATION....................................................... B-PPA-21
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS.................... B-PPA-22
TRANSFERS............................................................ B-PPA-22
DEDUCTIONS AND CHARGES............................................... B-PPA-23
OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS.................. B-PPA-25
TAXES.................................................................. B-PPA-29
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION........... B-PPA-34
APPENDIX............................................................... B-PPA-35
INDEX.................................................................. B-PPA-36
</TABLE>

B-PPA-2
<PAGE>

INDEX OF SPECIAL TERMS

<TABLE>
<CAPTION>
TERMS PAGE
----- --------
<S> <C>
Account Balance........................................................ B-PPA- 6
Accumulation Units..................................................... B-PPA-14
Annuity Units.......................................................... B-PPA-22
Assumed Investment Rate................................................ B-PPA-22
Contract Year.......................................................... B-PPA-14
Contracts.............................................................. B-PPA- 1
Designated Office...................................................... B-PPA-13
Early Withdrawal Charge................................................ B-PPA-17
Experience Factor...................................................... B-PPA-15
Free Corridor.......................................................... B-PPA-18
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-18
Systematic Withdrawal Income Program................................... B-PPA-16
Valuation Period....................................................... B-PPA-15
</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(I)
(as a percentage of average net assets)

MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- -------- -----
<S> <C> <C> <C>
.71 .13 .84
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE
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............................. $80 $ 97 $117 $197
Diversified Division........................ 81 100 122 207
Stock Index Division........................ 79 94 111 186
Growth Division............................. 81 101 125 213
Janus Mid Cap Division...................... 85 114 -- --
Loomis Sayles High Yield Bond Division...... 85 113 -- --
Aggressive Growth Division.................. 83 108 135 235
T. Rowe Price Small Cap Growth Division..... 83 108 -- --
Scudder Global Equity Division.............. 84 110 -- --
International Stock Division................ 86 115 147 258
Calvert Responsibly Invested Balanced Divi-
sion....................................... 84 111 140 244
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(j):
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............................. $17 $ 53 $ 91 $197
Diversified Division........................ 18 56 96 207
</TABLE>

B-PPA-4
<PAGE>

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Stock Index Division........................ 16 49 85 186
Growth Division............................. 18 57 98 213
Janus Mid Cap Division...................... 23 70 -- --
Loomis Sayles High Yield Bond Division...... 22 68 -- --
Aggressive Growth Division.................. 21 63 109 235
T. Rowe Price Small Cap Growth Division..... 21 63 -- --
Scudder Global Equity Division.............. 21 66 -- --
International Stock Division................ 23 70 120 258
Calvert Responsibly Invested Balanced Divi-
sion....................................... 21 66 113 244
</TABLE>
- -------
(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-
23).
(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) Reflects 1996 fees and expenses, restated for proposed management fee
revisions expected to take effect August 1, 1997.

(f) The Portfolios commenced operations on March 3, 1997. Management fees and
other expenses for these Portfolios are estimated amounts for the year
ending December 31, 1997. MetLife has agreed to bear all expenses (other
than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses) in excess of .20% of the average
net assets for each of the Loomis Sayles High Yield Bond, T. Rowe Price
Small Cap Growth, Janus Mid Cap and Scudder Global Equity Portfolios until
a Portfolio's total net assets are at least $100 million, or until March
2, 1999, whichever is earlier. The marginal rate of the investment
management fee for the T. Rowe Price Small Cap, Janus Mid Cap and Scudder
Global Equity Portfolios will decrease when the dollar amount in each
respective Portfolio reaches certain threshold amounts.

(h) It is expected that State Street Research & Management Company ("State
Street Research") will become the sub-investment manager with respect to
the GFM International Stock Portfolio on August 1, 1997. GFM International
Investors Limited ("GFM") will become the sub-sub-investment manager and
will continue to have day-to-day investment responsibility for the GFM
International Stock Portfolio. In the event this change takes place, the
name of the Portfolio will change to the State Street Research
International Stock Portfolio as of August 1, 1997.

(i) 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. The figures
are based on expenses for fiscal year 1996, and have been restated to
reflect an increase in transfer agency expenses of 0.03% for the Portfolio
expected to be incurred in 1997. "Other Expenses" reflects an indirect
fee. Net fund operating expenses after reductions for fees paid indirectly
(again, restated) would be 0.81% for the Portfolio.

(j) 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-18).

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-21. "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-14, 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-11-12. 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 AND THE CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO
PROSPECTUS, WHICH IS DELIVERED SEPARATELY.

TAXES (PAGES B-PPA-29-33)

PURCHASE PAYMENTS; TRANSFERS (PAGES B-PPA-13; B-PPA-15-16)

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 15-16.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances and
your Contract. (See "Withdrawals and Transfers," pages B-PPA-15-16, and
"Deductions and Charges," pages B-PPA-16-17.)

DEDUCTIONS AND CHARGES (PAGES B-PPA-16-18)

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-18-20)

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-20)

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-21)

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 $16.49 16,604
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 19.22 52,053
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 22.43 43,141
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 21.37 49,644
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 23.77 43,962
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 13.77 17,780
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 18.68 995
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>

In addition to the above mentioned Accumulation Units, there are cash
reserves of $5,422,688 on December 31, 1996 applicable to Income Annuities
(including those not described in this Prospectus) receiving annuity payouts.

B-PPA-8
<PAGE>

PREFERENCE PLUS CONTRACTS
ENDING ACCUMULATION UNIT VALUES

(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?

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.

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?

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 approved in
your state, the Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price
Small Cap Growth, and Scudder Global Equity Divisions are also available. 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. Except for the Janus Mid Cap and Calvert Responsibly Invested
Balanced Portfolios, each fund is "diversified" under the 1940 Act. Each divi-
sion invests in shares of a comparably named portfolio.

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

B-PPA-11
<PAGE>

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

Janus Mid Cap Portfolio: To provide long-term growth of capital. It pursues
this objective by investing primarily in a non-diversified portfolio of
securities issued by medium sized companies.

T. Rowe Price Small Cap Growth Portfolio: To achieve long-term capital growth
by investing in small capitalization companies.

GFM 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.

The above fees do not reflect proposed investment management fee revisions
expected to take effect August 1, 1997, for the State Street Research Growth,
State Street Research Income, State Street Research Diversified, State Street
Research Aggressive Growth Portfolios and the GFM International Stock
Portfolio. The Table of Expenses in this Prospectus indicates the 1996 fees
and expenses restated for these proposed fee revisions.

B-PPA-12
<PAGE>

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

Mid Cap Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .75% of the average daily value of the aggregate net assets of
the Portfolio up to $100 million, .70% of such assets on the next $400 million
and .65% of such assets on amounts in excess of $500 million. Janus Capital
Corporation is the sub-investment manager for the Janus Mid Cap Portfolio. For
providing investment management services to the T. Rowe Price Small Cap Growth
Portfolio, we receive monthly compensation from the Portfolio at an annual
rate of .55% of the average daily value of the aggregate net assets of the
Portfolio up to $100 million, .50% of such assets on the next $300 million and
.45% of such assets in excess of $400 million. T. Rowe Price Associates, Inc.
is the sub-investment manager for the T. Rowe Price Small Cap Growth
Portfolio.

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.

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 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?

B-PPA-13
<PAGE>

...............................................................
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?

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

B-PPA-14
<PAGE>

...............................................................
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 factor 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. For example, if the last previously calculated
accumulation unit value is $12.00 and the experience factor for the period was
1.05, the new accumulation unit value is $12.60 ($12.00 X 1.05). On the other
hand, if the last previously calculated accumulation unit value is $12.00 and
the experience factor for the period was .95, the new accumulation unit value
is $11.40 ($12.00X.95).

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 and we may require that this
request be made on the form we provide for this purpose. 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?

B-PPA-15
<PAGE>

...............................................................
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-30-31.

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. In the year in which you initiate SWIP payments, the amount or
percentage you elect to receive is divided by the number of months remaining
in your Contract Year. Thereafter, the SWIP payment will be based on a
complete Contract Year. Each SWIP payment must be at least $50. You should
allow approximately 10 days for processing your request. If we do not receive
the request at least 10 days in advance of the SWIP payment start date, we
will process your first SWIP payment the following month. If you do not
specify a payment date, payments will commence 30 days from the date we
receive your request. 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. The change will be effective
for the first SWIP payment for the following Contract Year. Requests for such
changes must be made at least 30 days prior to the Contract Year 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?

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 "Exemptions from Early Withdrawal Charges."

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.)
B-PPA-16
<PAGE>

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

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 $62,951,547 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-35.

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 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

B-PPA-17
<PAGE>

...............................................................
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-
29-33. 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.

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-18
<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-19
<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?

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-20
<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, International Stock
Divisions, and, if approved in your state, Loomis Sayles High Yield Bond, Janus
Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Equity Divisions
described earlier in Section 1 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. In some states, you may be limited
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-21
<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 a factor based on the AIR and the number of days in the
valuation period. For an AIR of 4% and a one day valuation period, the factor
is .99989255, which is the daily discount factor for an effective annual rate
of 4%. (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-22
<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?

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 the 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.

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

B-PPA-23
<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-24
<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?

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 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-25
<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?

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.

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. 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-26
<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-27
<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, the Standard & Poor's 400 Index, the
Standard & Poor's 600 Index, Lehman Brothers Government/Corporate Bond Index,
the Merrill Lynch High Yield Bond Index, The Morgan Stanley Capital
International All Country World 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-28
<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-29
<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-30
<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.

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.

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-31
<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.

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-32
<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-33
<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.............................. 13
Financial Statements of MetLife........................................... 31
</TABLE>

B-PPA-34
<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>
- -------
(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%.

B-PPA-35
<PAGE>

INDEX
<TABLE>
<CAPTION>
B-PPA
<S> <C>
ACCOUNT BALANCE............................................. B-PPA-6
ACCUMULATION UNIT VALUES.................................... 8-9
Calculation............................................... 14-15
ANNUAL CONTRACT FEE......................................... 4, 6
ANNUITY TAXES............................................... 4, 6, 16
ANNUITY UNITS............................................... 17, 22
ASSUMED INVESTMENT RATE..................................... 22
AVERAGE ANNUAL TOTAL RETURN................................. 27
CALVERT BALANCED PORTFOLIO MANAGEMENT FEES.................. 4, 13
CALVERT BALANCED PORTFOLIO TOTAL OPERATING EXPENSES......... 4
CANCELLATION................................................ 25
CHANGE IN ACCUMULATION UNIT VALUE........................... 27
CHANGE IN ANNUITY UNIT VALUE................................ 27
COMMISSION.................................................. 27
CONFIRMATION................................................ 25
CONTRACTS................................................... 1, 6, 11
CONTRACT YEAR............................................... 14
DEATH BENEFIT............................................... 7, 20
DESIGNATED OFFICE........................................... 13
DISABILITY.................................................. 19
DIVIDENDS................................................... 11
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD)............... 4, 6, 17-18
EQUALIZER SM................................................ 28
EQUITY GENERATOR SM ........................................ 18, 28
ERISA....................................................... 25
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES.................... 6, 18-20
Certain Purchase Payments................................. 18
Death..................................................... 18
Disability: Keogh, TSA, 403(a), PEDC Contracts............ 19
Federal Taxes............................................. 18
Free Corridor--All other Contracts........................ 18
Free Corridor--Unallocated Keogh Contract................. 18
Free Corridor--TSA and 403(a) Contracts................... 18
Free Look................................................. 18
Hardship.................................................. 19
Income Annuity............................................ 18
Plan Termination.......................................... 19
Preapproved Investment Vehicles........................... 19
Retirement................................................ 19
Separation from Service................................... 19
Systematic Termination.................................... 18
Transfers................................................. 18
Transfers from other MetLife Contracts.................... 19-20
EXPERIENCE FACTOR........................................... 15
FIXED INCOME OPTION......................................... 20
403(A) CONTRACT............................................. 1, 7, 11, 19, 20,
21, 29, 30, 32, 33
FREE CORRIDOR............................................... 18
FREE LOOK................................................... 18
GENERAL ADMINISTRATIVE EXPENSES CHARGE...................... 4, 6, 17
INCOME ANNUITIES ........................................... 1, 7, 21-24
Administration............................................ 21
Annuity Unit Value........................................ 22
Annuity Taxes............................................. 23
Assumed Investment Rate................................... 22
Contract Fee.............................................. 23
Free Look................................................. 24
General Administrative Expenses Charge.................... 23
Income Types.............................................. 23-24
Investment Choices........................................ 21
Mortality and Expense Risk Charge......................... 23
</TABLE>

B-PPA-36
<PAGE>

<TABLE>
<CAPTION>
B-PPA
<S> <C>
Income for Two Lives Annuity............................. 23
Income for Two Lives with a Guaranteed Period Annuity.... 23
Income for Two Lives with a Refund Annuity............... 23
Your Lifetime Annuity.................................... 23
Your Lifetime with a Guaranteed Period Annuity........... 23
Your Lifetime with Refund Annuity........................ 23
Income for a Guaranteed Period Annuity................... 23-24
Purchase Payment......................................... 21
Transfers................................................ 22-23
Taxes.................................................... 23, 32-33
Valuation Period......................................... 21
INCOME OPTIONS............................................. 20
Fixed Income Option...................................... 20
Variable Income Option................................... 20
INVESTMENT CHOICES......................................... 1, 4, 6, 11-12
Calvert Responsibly Invested Balanced Portfolio.......... 1, 4, 6, 11-12
GFM International Stock Portfolio........................ 1, 4, 12
Janus Mid Cap Portfolio.................................. 1, 4, 11, 12
Loomis Sayles High Yield Bond Portfolio.................. 1, 4, 11, 12
MetLife Stock Index Portfolio............................ 1, 4, 12
Scudder Global Equity Portfolio.......................... 1, 4, 12
State Street Research Aggressive Growth Portfolio........ 1, 4, 11, 12
State Street Research Diversified Portfolio.............. 1, 4, 11, 12
State Street Research Growth Portfolio................... 1, 4, 11, 12
State Street Research Income Portfolio................... 1, 4, 11, 12
T. Rowe Price Small Cap Growth Portfolio................. 1, 4, 11, 12
HARDSHIP................................................... 19
KEOGH CONTRACTS............................................ 1, 6, 7, 11, 14, 18-
22,
25-26, 29, 31-33
MANAGEMENT FEES............................................ 4, 12-13
MORTALITY AND EXPENSE RISK CHARGE.......................... 4, 6, 17
PEDC CONTRACT.............................................. 1, 6-7, 11, 14, 19-
21, 29, 31-33
PERFORMANCE................................................ 27-28
PLAN TERMINATION........................................... 19
PURCHASE PAYMENTS (CONTRIBUTIONS).......................... 6, 13-14
REBALANCER SM (WITHDRAWALS & TRANSFER)..................... 15
RETIREMENT................................................. 19
SALES LOAD................................................. 16-17
SALES REPRESENTATIVES...................................... 27-28
SEPARATE ACCOUNT........................................... 6, 10
SEPARATION FROM SERVICE.................................... 19
SUMMARY.................................................... 6
SYSTEMATIC TERMINATION..................................... 18
SYSTEMATIC WITHDRAWAL INCOME PROGRAM....................... 16, 25, 30
TAX-SHELTERED ANNUITY CONTRACT............................. 1, 7, 11, 14, 16-
21, 25, 29, 30-33
TAXES...................................................... 6, 29-33
403(a) Contract.......................................... 32
General--all markets..................................... 29, 32
Keogh Contracts.......................................... 31
PEDC Contract............................................ 32
TSA Contracts............................................ 30-31
TELEPHONE REQUESTS......................................... 16
TEXAS OPTIONAL RETIREMENT PROGRAM.......................... 15
TOTAL OPERATING EXPENSES................................... 4
TRANSFERS.................................................. 6, 15
VALUATION PERIOD........................................... 15
VOTING RIGHTS.............................................. 26
WITHDRAWALS................................................ 6, 15
YIELD...................................................... 27
</TABLE>

B-PPA-37
<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: ALAN DIMICHELE
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 and Enhanced Income Annuities

[GRAPHIC]

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.

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:
Alan DiMichele. Inquiries may be made to Metropolitan Life Insurance Company,
One Madison Avenue, New York, New York 10010, Attention: Retirement and
Savings Center; telephone number (800) 553-4459. 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-13
DETERMINING THE VALUE OF YOUR SEPARATE ACCOUNT INVESTMENT........... C-PPA-14
WITHDRAWALS AND TRANSFERS........................................... C-PPA-14
DEDUCTIONS AND CHARGES.............................................. C-PPA-16
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES............................ C-PPA-17
DEATH BENEFIT....................................................... C-PPA-19
INCOME OPTIONS...................................................... C-PPA-19
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-14
Annuity Units.......................................................... C-PPA-21
Assumed Investment Rate................................................ C-PPA-21
Contract Year.......................................................... C-PPA-13
Designated Office...................................................... C-PPA-13
Early Withdrawal Charge................................................ C-PPA-16
Enhanced Contracts..................................................... C-PPA- 1
Enhanced Income Annuities.............................................. C-PPA- 1
Experience Factor...................................................... C-PPA-14
Free Corridor.......................................................... C-PPA-17
Enhanced Preference Plus Contracts..................................... C-PPA- 1
Enhanced Preference Plus Income Annuities.............................. C-PPA- 1
Separate Account....................................................... C-PPA- 6
Systematic Termination................................................. C-PPA-18
Systematic Withdrawal Income Program................................... C-PPA-15
Valuation Period....................................................... C-PPA-14
</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 TOTAL
---------- -------- -----
<S> <C> <C> <C>
State Street Research Income Portfolio(c)(d)........ .33 .07 .40
State Street Research Diversified Portfolio(c)(d)... .46 .04 .50
MetLife Stock Index Portfolio(c).................... .25 .05 .30
State Street Research Growth Portfolio(c)(d)........ .51 .04 .55
Janus Mid Cap Portfolio(e).......................... .75 .20 .95
Loomis Sayles High Yield Bond Portfolio(e).......... .70 .20 .90
State Street Research Aggressive Growth
Portfolio(c)(d).................................... .71 .04 .75
T. Rowe Price Small Cap Growth Portfolio(e)......... .55 .20 .75
Scudder Global Equity Portfolio(e)(f)............... .62 .20 .82
GFM International Stock Portfolio(c)(d)(g).......... .75 .22 .97

<CAPTION>
EXAMPLE

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: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Income Division............................... $77 $88 $101 $164
Diversified Division.......................... 78 91 106 174
Stock Index Division.......................... 76 84 95 152
Growth Division............................... 78 92 109 180
Janus Mid Cap Division........................ 82 105 -- --
Loomis Sayles High Yield Bond Division........ 82 103 -- --
Aggressive Growth Division.................... 80 99 120 203
T. Rowe Price Small Cap Growth Division....... 80 98 -- --
Scudder Global Equity Division................ 81 101 -- --
International Stock Division.................. 82 105 131 226
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(h):
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............................... $14 $43 $75 $164
Diversified Division.......................... 15 46 80 174
Stock Index Division.......................... 13 40 69 152
Growth Division............................... 15 48 82 180
Janus Mid Cap Division........................ 19 60 -- --
Loomis Sayles High Yield Bond Division........ 19 59 -- --
Aggressive Growth Division.................... 17 54 93 203
T. Rowe Price Small Cap Growth Division....... 17 54 -- --
Scudder Global Equity Division................ 18 56 -- --
International Stock Division.................. 20 61 105 226
</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-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) 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-16.)
(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) Reflects 1996 fees and expenses, restated for proposed management fee
revisions expected to take effect August 1, 1997.

(e) The Portfolios commenced operations on March 3, 1997. Management fees and
other expenses for these Portfolios are estimated amounts for the year
ending December 31, 1997. MetLife has agreed to bear all expenses (other
than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses) in excess of .20% of the average
net assets for each of the Loomis Sayles High Yield Bond, T. Rowe Price
Small Cap Growth, Janus Mid Cap and Scudder Global Equity Portfolios
until each Portfolio's total net assets are at least $100 million, or
until March 2, 1999, whichever is earlier. The marginal rate of the
investment management fee for T. Rowe Price Small Cap, Janus Mid Cap and
Scudder Global Equity Portfolios will decrease when the dollar amount in
each respective Portfolio reaches certain threshold amounts.

(f) MetLife has agreed to waive a portion of its investment management fee
for the Scudder Global Equity Portfolio during the first year of the
Portfolio's operations. The waiver of investment management fees during
the first six months of the Portfolio's operations will be equal to .35%
of the average daily value of the aggregate net assets of the Portfolio
up to $50 million, .175% of such assets on the next $50 million, .15% of
such assets on the next $400 million and .1375% of such assets on amounts
in excess of $500 million. During the second six months of the
Portfolio's operations such waiver of the investment management fee will
be equal to .175% of assets up to $50 million, .0875% of assets on the
next $50 million, .075% of assets on the next $400 million and .06875% of
such assets in excess of $500 million. Absent MetLife's waiver of its
investment management fee, we estimate that the management fee and other
expenses for the Scudder Global Equity Portfolio would be .84% and .20%,
respectively, for a total of 1.04%.

(g) It is expected that State Street Research & Management Company ("State
Street Research") will become the sub-investment manager with respect to
the GFM International Stock Portfolio on August 1, 1997. GFM International
Investors Limited ("GFM") will become the sub-sub-investment manager and
will continue to have day-to-day investment responsibility for the GFM
International Stock Portfolio. In the event this change takes place, the
name of the Portfolio will be changed to the State Street Research
International Stock Portfolio as of August 1, 1997.

(h) 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-17.)

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-11-13)

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-14, 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-13-14; C-PPA-14-16)

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-16.)

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

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-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 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-19)

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 $30.13 128
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 28.11 371
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 24.83 629
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 47.19 402
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 35.98 341
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 13.99 368
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>

In addition to the above mentioned Accumulation Units, there are cash
reserves of $5,422,688 on December 31, 1996 applicable to Income Annuities
(including those not described in this Prospectus) receiving annuity
payouts.

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

C-PPA-8
<PAGE>

ENHANCED PREFERENCE PLUS CONTRACTS
ENDING ACCUMULATION UNIT VALUES

1990 1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ---- ----
Income 19.02 22.12 23.43 25.83 24.79 29.36 30.13
Diversified 13.68 16.93 18.36 20.51 19.69 24.78 28.11
Stock Index 10.13 13.02 13.86 15.04 15.07 20.44 24.83
Growth 18.67 24.63 27.22 30.85 29.57 38.99 47.19
Aggressive Growth 12.35 20.35 22.26 27.05 26.29 33.72 35.98
International Stock -- 10.63 9.45 13.84 14.40 14.38 13.99

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. If approved in
your state, the Loomis Sayles High Yield Bond, Janus Mid Cap, T. Rowe Price
Small Cap Growth, and Scudder Global Equity Divisions are also available. 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 "open-end management investment companies" under the 1940 Act. Except for
the Janus Mid Cap Portfolio, 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:

C-PPA-11
<PAGE>

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

Janus Mid Cap Portfolio: To provide long-term growth of capital. It pursues
this objective by investing primarily in a non-diversified portfolio of
securities issued by medium sized companies.

T. Rowe Price Small Cap Growth Portfolio: To achieve long-term capital growth
by investing in small capitalization companies.

GFM 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.

The above fees do not reflect proposed investment management fee revisions
expected to take effect August 1, 1997, for the State Street Research Growth,
State Street Research Income, State Street Research Diversified, State Street
Research Aggressive Growth Portfolios and the GFM International Stock
Portfolio. The Table of Expenses in this Prospectus indicates the 1996 fees
and expenses restated for these proposed fee revisions.

For providing investment management services to the Loomis Sayles High Yield
Bond Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .70% of the average daily value of the aggregate net assets of
the Portfolio. Loomis, Sayles & Company, L.P., whose general partner is
indirectly owned by MetLife, is the sub-investment manager with respect to the
Loomis Sayles High Yield Bond Portfolio. For providing investment management
services to the Janus Mid Cap Portfolio, we receive monthly compensation from
the Portfolio at an annual rate of .75% of the average daily value of the
aggregate net assets of the Portfolio up to $100 million, .70% of such assets
on the next $400 million and .65% of such assets on amounts in excess of $500
million. Janus Capital Corporation is the sub-investment manager for the Janus
Mid Cap Portfolio. For providing investment management services to the T. Rowe
Price Small Cap Growth Portfolio, we receive monthly compensation from the

C-PPA-12
<PAGE>

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

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.

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 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., 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.

C-PPA-13
<PAGE>

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

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?

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 factor 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. For example, if the last previously calculated
accumulation unit value is $12.00 and the experience factor for the period was
1.05, the new accumulation unit value is $12.60 ($12.00 X 1.05). On the other
hand, if the last previously calculated accumulation unit value is $12.00 and
the experience factor for the period was .95, the new accumulation unit value
is $11.40 ($12.00 X .95).

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

C-PPA-14
<PAGE>

...............................................................
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 and we may require
that this request be made on the form we provide for this purpose. 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?

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. Each SWIP payment must be at least $50. Your payment
date is the date we make payment, which is not the date you receive it. You
should allow approximately 10 days for processing your request. If we do not
receive the request at least 10 days in advance of the SWIP payment start
date, we will process your first SWIP payment the following month. 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?

C-PPA-15
<PAGE>

...............................................................
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?

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.

During 1996, these charges were $62,951,547 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 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

C-PPA-16
<PAGE>

...............................................................
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 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 Contract from which the withdrawal is made.

C-PPA-17
<PAGE>

...............................................................
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 unallo- cated 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 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>

C-PPA-18
<PAGE>

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

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?

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.

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, International Stock
Divisions, and, if approved in your state, Loomis Sayles High Yield Bond, Janus
Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Equity Divisions,
described earlier in Section 1 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.
In some states, you may be limited 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 a factor based on the AIR and the number of days in the
valuation period. For an AIR of 4% and a one day valuation period, the factor
is .99989255, which is the daily discount factor for an effective annual rate
of 4%. (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.

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 than $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 charges. Performance may be
calculated based upon historical performance of the underlying portfolios of
the

C-PPA-26
<PAGE>

...............................................................
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, the Standard & Poor's 400 Index, the Standard & Poor's 600
Index, Lehman Brothers Government/Corporate Bond Index, the Merrill Lynch High
Yield Bond Index, The Morgan Stanley Capital International All Country World
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>
- -------
(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%.

C-PPA-34
<PAGE>

INDEX
<TABLE>
<CAPTION>
C-PPA
<S> <C>
ACCOUNT BALANCE.................................................... 6
ACCUMULATION UNIT VALUES........................................... 8-9
Calculation...................................................... 14
ANNUAL CONTRACT FEE................................................ 4, 6, 16
ANNUITY TAXES...................................................... 16, 22
ANNUITY UNITS...................................................... 21
ASSUMED INVESTMENT RATE............................................ 21
AUTOMATIC PAYROLL DEDUCTION........................................ 13
AVERAGE ANNUAL TOTAL RETURN........................................ 26
CANCELLATION....................................................... 24
CHANGE IN ACCUMULATION UNIT VALUE.................................. 26
CHANGE IN ANNUITY UNIT VALUE....................................... 26
CHECK-O-MATIC...................................................... 13, 24
COMMISSION......................................................... 26
CONFIRMATION....................................................... 24
CONTRACT YEAR...................................................... 13
DEATH BENEFIT...................................................... 7, 19
DESIGNATED OFFICE.................................................. 13
DISABILITY......................................................... 18
EARLY WITHDRAWAL CHARGE (DEFERRED SALES LOAD)...................... 4, 6, 16-17
ENHANCED CONTRACTS................................................. 1, 6, 11
ENHANCED INCOME ANNUITIES.......................................... 1, 6, 20
EQUALIZER SM....................................................... 27
EQUITY GENERATOR SM ............................................... 17, 27
ERISA.............................................................. 24
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES........................... 6-7, 17-19
Certain Purchase Payments........................................ 17
Death............................................................ 17
Disability: Enhanced Unallocated Keogh Contract.................. 18
Federal Taxes.................................................... 17
Free Corridor--All other Contracts............................... 17
Free Corridor--Enhanced Unallocated Keogh Contract............... 17
Free Look........................................................ 17
Income Annuity................................................... 17
Plan Termination................................................. 18
Preapproved Investment Vehicles--Enhanced Unallocated Keogh Con-
tract........................................................... 18
Retirement--Enhanced Contracts................................... 18
Retirement--Enhanced Unallocated Keogh Contract.................. 18
Separation from Service.......................................... 18
Systematic Termination--Enhanced Unallocated Keogh Contract...... 18
Transfers........................................................ 17
Transfers from other MetLife Contracts........................... 18
Nursing Home or Terminal Illness................................. 19
EXPERIENCE FACTOR.................................................. 14
FIXED INCOME OPTION................................................ 19
FREE CORRIDOR...................................................... 17
FREE LOOK.......................................................... 17
GENERAL ADMINISTRATIVE EXPENSES CHARGE............................. 4, 6, 16
ENHANCED INCOME ANNUITIES.......................................... 1, 7, 20-23
Administration................................................... 20
Annuity Unit Value............................................... 21
Annuity Taxes.................................................... 22
Assumed Investment Rate.......................................... 21
Contract Fee..................................................... 22
Free Look........................................................ 23
General Administrative Expenses Charge........................... 22
Income Types..................................................... 22
Investment Choices............................................... 20
</TABLE>

C-PPA-35
<PAGE>

<TABLE>
<CAPTION>
C-PPA
<S> <C>
Mortality and Expense Risk Charge......................... 22
Income for Two Lives Annuity.............................. 22
Income for Two Lives with a Guaranteed Period Annuity..... 22
Income for Two Lives with a Refund Annuity................ 22
Your Lifetime Annuity..................................... 22
Your Lifetime with a Guaranteed Period Annuity............ 22
Your Lifetime with Refund Annuity......................... 22
Income for a Guaranteed Period Annuity.................... 22
Purchase Payment.......................................... 20
Transfers................................................. 21-22
Taxes..................................................... 31-32
Valuation Period.......................................... 21
INCOME OPTIONS.............................................. 19
Fixed Income Option....................................... 19
Variable Income Option.................................... 19
ENHANCED INDIVIDUAL RETIREMENT ANNUITIES.................... 6, 11, 15, 16, 17,
19, 24, 28, 29, 31,
34
INVESTMENT CHOICES.......................................... 4, 6, 11
GFM International Stock Portfolio......................... 1, 4, 11, 12
Janus Mid Cap Portfolio................................... 1, 4, 11, 12
Loomis Sayles High Yield Bond Portfolio................... 1, 4, 11, 12
MetLife Stock Index Portfolio............................. 1, 4, 11, 12
Scudder Global Equity Portfolio........................... 1, 4, 11, 12, 13
State Street Research Aggressive Growth Portfolio......... 1, 4, 11, 12
State Street Research Diversified Portfolio............... 1, 4, 11, 12
State Street Research Growth Portfolio.................... 1, 4, 11, 12
State Street Research Income Portfolio.................... 1, 4, 11, 12
T. Rowe Price Small Cap Growth Portfolio.................. 1, 4, 11, 12, 13
ENHANCED UNALLOCATED KEOGH CONTRACT......................... 6, 7, 11, 13, 14,
15, 17, 18, 19, 24,
25, 28, 30, 31, 32,
34
MANAGEMENT FEES............................................. 4, 12, 13
MORTALITY AND EXPENSE RISK CHARGE........................... 4, 6, 16
NURSING HOME OR TERMINAL ILLNESS............................ 19
ENHANCED NON-QUALIFIED CONTRACT............................. 7, 11, 13, 15, 16,
17, 18, 19, 24, 28,
30, 31, 32, 34
PERFORMANCE................................................. 26-27
PLAN TERMINATION............................................ 18
PURCHASE PAYMENTS (CONTRIBUTIONS)........................... 6, 13-14
REBALANCER SM (withdrawals and transfers)................... 15
RETIREMENT.................................................. 18
SALES LOAD.................................................. 4, 16-17
SALES REPRESENTATIVES....................................... 26
SEPARATE ACCOUNT............................................ 4, 6, 10
SEPARATION FROM SERVICE..................................... 18
SUMMARY..................................................... 6-7
SYSTEMATIC TERMINATION...................................... 18
SYSTEMATIC WITHDRAWAL INCOME PROGRAM........................ 14, 15-16, 24, 29
TAXES....................................................... 6, 28-32, 34
General--all markets...................................... 28, 31-32
Enhanced IRA Contracts.................................... 28-30, 31-32
Enhanced Unallocated Keogh Contracts...................... 28-29, 30-31, 31-32
Enhanced Non-Qualified Contracts.......................... 28-29, 30-31, 31-32
TELEPHONE REQUESTS.......................................... 15
TOTAL OPERATING EXPENSES.................................... 4
TRANSFERS................................................... 6, 14-15
VALUATION PERIOD............................................ 14
VOTING RIGHTS............................................... 25-26
WITHDRAWALS................................................. 14-15
YIELD....................................................... 26
</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: ALAN DIMICHELE
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

[GRAPHIC]

May 1, 1997

[LOGO]MetLife(R)
<PAGE>

Enhanced Preference Plus (R) Prospectus

[GRAPHIC]

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 State Street
Research Income, State Street Research Diversified, MetLife Stock Index, State
Street Research Growth, Janus Mid Cap, Loomis Sayles High Yield Bond, State
Street Research Aggressive Growth, T. Rowe Price Small Cap Growth, Scudder
Global Equity and GFM 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 ("VIP II"). 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: Alan DiMichele. Inquiries may be made to
Metropolitan Life Insurance Company, One Madison Avenue, New York, New York
10010, Attention: Retirement and Savings Center; telephone number (800) 553-
4459. 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-21
Are There Special Rules Concerning The First Payment And Other Admin-
istrative Details That You Should Know?.............................. FFA-21
How Small Or Large Can Your Purchase Payment Be?...................... FFA-21
How Are Purchase Payments Allocated?.................................. FFA-21
Are There Any Limits On Subsequent Purchase Payments?................. FFA-21
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-22
WITHDRAWALS AND TRANSFERS............................................... FFA-22
Can You Make Withdrawals And Transfers?............................... FFA-22
When Will We Make Withdrawals Or Transfers?........................... FFA-22
Can You Make Payments Directly To Other Investments On A Tax-free Ba-
sis?................................................................. FFA-22
What Restrictions Apply To Texas Optional Retirement Program Partici-
pants?............................................................... FFA-22
What Restrictions Apply To TSA Contracts?............................. FFA-23
Can You Make Transfers By Telephone?.................................. FFA-23
Can You Make Systematic Withdrawals?.................................. FFA-23
From Which Investment Divisions Will Withdrawals Be Made For SWIP Pay-
ments?............................................................... FFA-23
Will You Pay An Early Withdrawal Charge (Sales Load) When You Receive
A SWIP Payment?...................................................... FFA-23
Can Minimum Distribution Payments Be Made On A Periodic Basis?........ FFA-23
DEDUCTIONS AND CHARGES.................................................. FFA-24
Are There Annual Contract Charges?.................................... FFA-24
What Are Charges For General Administrative Expenses And The Mortality
And Expense Risk And How Much Are They?.............................. FFA-24
Are There Deductions For Annuity Taxes And When Are They Paid?........ FFA-24
What Is The Early Withdrawal Charge (Sales Load)?..................... FFA-24
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-24
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-25
EXEMPTIONS FROM EARLY WITHDRAWAL CHARGES................................ FFA-25
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-25
DEATH BENEFIT........................................................... FFA-27
What Is The Death Benefit?............................................ FFA-27
When And To Whom Will The Death Benefit Be Paid?...................... FFA-27
</TABLE>

FFA-2
<PAGE>

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
INCOME OPTIONS.......................................................... FFA-27
Can MetLife Provide You With An Income Guaranteed For Life Or For A
Wide Choice Of Other Periods?........................................ FFA-27
What Types Of Income Options Are Available?........................... FFA-27
INCOME ANNUITIES DESCRIBED IN THIS PROSPECTUS........................... FFA-28
What Are Income Annuities?............................................ FFA-28
May The Income Annuity Be Affected By Your Retirement Plan?........... FFA-28
What Are The Investment Choices?...................................... FFA-28
ADMINISTRATION.......................................................... FFA-28
What Administrative Details Should You Know?.......................... FFA-28
How Small Or Large Can Your Purchase Payment Be?...................... FFA-28
How is the Purchase Payment Allocated?................................ FFA-29
DETERMINING THE VALUE OF VARIABLE INCOME PAYMENTS....................... FFA-29
What Is An Annuity Unit Value?........................................ FFA-29
How Is An Annuity Unit Value Calculated?.............................. FFA-29
How Is A Variable Income Payment Determined And What Is The AIR?...... FFA-29
When Are Variable Income Payments Determined And How Often Will They
Change?.............................................................. FFA-29
TRANSFERS............................................................... FFA-29
Can You Make Transfers?............................................... FFA-29
When Will We Make Transfers?.......................................... FFA-29
Can You Make Transfers By Telephone?.................................. FFA-30
DEDUCTIONS AND CHARGES.................................................. FFA-30
What Is The Contract Fee?............................................. FFA-30
What Are The Charges For General Administrative Expenses And The Mor-
tality And Expense Risk And How Much Are They?....................... FFA-30
Are There Deductions For Annuity Taxes?............................... FFA-30
What Variable Income Types Are Available?............................. FFA-30
Is There A Free Look?................................................. FFA-31
OTHER DEFERRED CONTRACT AND INCOME ANNUITY PROVISIONS................... FFA-32
Can We Cancel Your Contract Or Income Annuity?........................ FFA-32
Are There Special Provisions That Apply If You Are A Participant In A
Plan Subject To ERISA?............................................... FFA-32
When Are Your Requests Effective?..................................... FFA-32
Will We Confirm Your Transactions?.................................... FFA-33
Can We Change The Provisions Of Your Contract Or Income Annuity?...... FFA-33
What Are Your Voting Rights Regarding Portfolio Shares?............... FFA-33
Can Your Voting Instructions Be Disregarded?.......................... FFA-34
Who Sells Your Contract Or Income Annuity And Do You Pay A Commission
On The Purchase Of Your Contract Or Income Annuity?.................. FFA-34
Does MetLife Advertise The Performance Of The Separate Account?....... FFA-34
Are There Special Charges That Apply If Your Retirement Plan Termi-
nates Its Contract Or Takes Other Action?............................ FFA-35
TAXES................................................................... FFA-37
General............................................................... FFA-37
How Do Federal Income Taxes Affect Your Deferred Contract?............ FFA-37
How Do Federal Income Taxes Affect Your Income Annuity?............... FFA-43
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............ FFA-47
APPENDIX................................................................ FFA-48
</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-21
Contracts................................................................ FFA- 1
Designated Office........................................................ FFA-21
Early Withdrawal Charge.................................................. FFA-24
Enhanced Preference Plus Contracts....................................... FFA- 1
Enhanced Preference Plus Income Annuities................................ FFA- 1
Experience Factor........................................................ FFA-22
Financial Freedom Account Contracts...................................... FFA- 1
Financial Freedom Account Income Annuities............................... FFA- 1
Free Corridor............................................................ FFA-25
Income Annuities......................................................... FFA- 1
Separate Account......................................................... FFA-10
Systematic Termination................................................... FFA-25
Systematic Withdrawal Income Program..................................... FFA-23
Valuation Period......................................................... FFA-22
</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 TOTAL
---------- -------- -----
<S> <C> <C> <C>
State Street Research Income Portfolio(c)(d)........ .33 .07 .40
State Street Research Diversified Portfolio(c)(d)... .46 .04 .50
MetLife Stock Index Portfolio(c).................... .25 .05 .30
State Street Research Growth Portfolio(c)(d)........ .51 .04 .55
Janus Mid Cap Portfolio(e).......................... .75 .20 .95
Loomis Sayles High Yield Bond Portfolio(e).......... .70 .20 .90
State Street Research Aggressive Growth
Portfolio(c)(d).................................... .71 .04 .75
T. Rowe Price Small Cap Growth Portfolio(e)......... .55 .20 .75
Scudder Global Equity Portfolio(e)(f)............... .62 .20 .82
GFM International Stock Portfolio(c)(d)(g).......... .75 .22 .97

<CAPTION>
MANAGEMENT OTHER TOTAL
CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES(H) FEES EXPENSES(J) -----
---------- -----------
<S> <C> <C> <C>
(as a percentage of average net assets) .71 .13 .84

<CAPTION>
CALVERT CAPITAL ACCUMULATION PORTFOLIO ANNUAL MANAGEMENT OTHER TOTAL
EXPENSES(I) FEES EXPENSES(J) -----
---------- -----------
<S> <C> <C> <C>
(as a percentage of average net assets) .90 .46 1.36

<CAPTION>
FIDELITY FUNDS ANNUAL EXPENSES(K)
(as a percentage of average net assets)

MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- ----------- -----
<S> <C> <C> <C>
Equity-Income Portfolio(l)....................... .51 .07 .58
Growth Portfolio(l).............................. .61 .08 .69
Overseas Portfolio(l)............................ .76 .17 .93
Investment Grade Bond Portfolio.................. .45 .13 .58
Asset Manager Portfolio(l)....................... .64 .10 .74
</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............................. $69 $ 82 $ 97 $164
Diversified Division........................ 70 85 103 174
Stock Index Division........................ 68 79 92 152
Growth Division............................. 71 87 105 180
Janus Mid Cap Division...................... 75 99 -- --
Loomis Sayles High Yield Bond Division...... 75 98 -- --
Aggressive Growth Division.................. 73 93 116 203
T. Rowe Price Small Cap Growth Division..... 73 93 -- --
Scudder Global Equity Division.............. 74 95 -- --
International Stock Division................ 75 100 128 226
Calvert Responsibly Invested Balanced Divi-
sion....................................... 74 96 121 212
Calvert Responsibly Invested Capital Accumu-
lation Division............................ 79 112 148 267
Fidelity Equity-Income Division............. 71 88 107 183
Fidelity Growth Division.................... 72 91 113 196
Fidelity Overseas Division.................. 75 99 125 222
Fidelity Investment Grade Bond Division..... 71 88 107 183
Fidelity Asset Manager Division............. 73 93 115 201
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(m):
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............................. $14 $ 43 $ 75 $164
Diversified Division........................ 15 46 80 174
Stock Index Division........................ 13 40 69 152
Growth Division............................. 15 48 82 180
Janus Mid Cap Division...................... 19 60 -- --
Loomis Sayles High Yield Bond Division...... 19 59 -- --
Aggressive Growth Division.................. 17 54 93 203
T. Rowe Price Small Cap Growth Division..... 17 54 -- --
Scudder Global Equity Division.............. 18 56 -- --
International Stock Division................ 20 61 105 226
Calvert Responsibly Invested Balanced Divi-
sion....................................... 18 57 98 212
Calvert Responsibly Invested Capital Accumu-
lation Division............................ 24 73 125 267
Fidelity Equity-Income Division............. 16 49 84 183
Fidelity Growth Division.................... 17 52 90 196
Fidelity Overseas Division.................. 19 60 102 222
Fidelity Investment Grade Bond Division..... 16 49 84 183
Fidelity Asset Manager Division............. 17 54 92 201
</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 TOTAL
---------- ----------- ----------

<S> <C> <C> <C>
State Street Research Income
Portfolio(c)(d)............................ .33 .07 .40
State Street Research Diversified
Portfolio(c)(d)............................ .46 .04 .50
MetLife Stock Index Portfolio(c)............ .25 .05 .30
State Street Research Growth
Portfolio(c)(d)............................ .51 .04 .55
Janus Mid Cap Portfolio(e).................. .75 .20 .95
Loomis Sayles High Yield Bond Portfolio(e).. .70 .20 .90
State Street Research Aggressive Growth
Portfolio(c)(d)............................ .71 .04 .75
T. Rowe Price Small Cap Growth Portfolio(e). .55 .20 .75
Scudder Global Equity Portfolio(e)(f)....... .62 .20 .82
GFM International Stock Portfolio(c)(d)(g).. .75 .22 .97
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(J) TOTAL
---------- ----------- ----------
<S> <C> <C> <C>
CALVERT BALANCED PORTFOLIO ANNUAL EXPENSES(H)
(as a percentage of average net assets) .71 .13 .84
<CAPTION>
MANAGEMENT OTHER
FEES EXPENSES(J) TOTAL
---------- ----------- ----------
<S> <C> <C> <C>
CALVERT CAPITAL ACCUMULATION PORTFOLIO ANNUAL
EXPENSES(I)
(as a percentage of average net assets) .90 .46 1.36

<CAPTION>
FIDELITY FUNDS ANNUAL EXPENSES(K)
(as a percentage of average net assets)

MANAGEMENT OTHER
FEES EXPENSES TOTAL
---------- ----------- ----------
<S> <C> <C> <C>
Money Market Portfolio..................... .21 .09 .30
Equity-Income Portfolio(l)................. .51 .07 .58
Growth Portfolio(l)........................ .61 .08 .69
Overseas Portfolio(l)...................... .76 .17 .93
Investment Grade Bond Portfolio............ .45 .13 .58
Asset Manager Portfolio(l)................. .64 .10 .74
</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............................. $14 $43 $75 $164
Diversified Division........................ 15 46 80 174
Stock Index Division........................ 13 40 69 152
Growth Division............................. 15 48 82 180
Janus Mid Cap Division...................... 19 60 -- --
Loomis Sayles High Yield Bond Division...... 19 59 -- --
Aggressive Growth Division.................. 17 54 93 203
T. Rowe Price Small Cap Growth Division..... 17 54 -- --
Scudder Global Equity Division.............. 18 56 -- --
International Stock Division................ 20 61 105 226
Calvert Responsibly Invested Balanced Divi-
sion........................................ 18 57 98 212
Calvert Responsibly Invested Capital Accumu-
lation Division............................. 24 73 125 267
Fidelity Money Market Division.............. 13 40 69 152
Fidelity Equity-Income Division............. 16 49 84 183
Fidelity Growth Division.................... 17 52 90 196
Fidelity Overseas Division.................. 19 60 102 222
Fidelity Investment Grade Bond Division..... 16 49 84 183
Fidelity Asset Manager Division............. 17 54 92 201
If you annuitize at the end of the applicable
time period or do not surrender your
Contract(m):
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............................. $14 $43 $75 $164
Diversified Division........................ 15 46 80 174
Stock Index Division........................ 13 40 69 152
Growth Division............................. 15 48 82 180
Janus Mid Cap Division...................... 19 60 -- --
Loomis Sayles High Yield Bond Division...... 19 59 -- --
Aggressive Growth Division.................. 17 54 93 203
T. Rowe Price Small Cap Growth Division..... 17 54 -- --
Scudder Global Equity Division.............. 18 56 -- --
International Stock Division................ 20 61 105 226
Calvert Responsibly Invested Balanced Divi-
sion........................................ 18 57 98 212
Calvert Responsibly Invested Capital Accumu-
lation Division............................. 24 73 125 267
Fidelity Money Market Division.............. 13 40 69 152
Fidelity Equity-Income Division............. 16 49 84 183
Fidelity Growth Division.................... 17 52 90 196
Fidelity Overseas Division.................. 19 60 102 222
Fidelity Investment Grade Bond Division..... 16 49 84 183
Fidelity Asset Manager Division............. 17 54 92 201
</TABLE>
- -------

(a) Under certain circumstances, the deferred sales load, termed the early
withdrawal charge in this Prospectus (See "Deductions and Charges," page
FFA-24) 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-24.)

(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) Reflects 1996 fees and expenses restated for proposed management fee
revisions expected to take effect August 1, 1997.

FFA-8
<PAGE>

(other than management fees, brokerage commissions, taxes, interest and any
extraordinary or non-recurring expenses) in excess of .20% of the average
net assets for each of the Loomis Sayles High Yield Bond, T. Rowe Price
Small Cap Growth, Janus Mid Cap and Scudder Global Equity Portfolios until
each Portfolio's total net assets are at least $100 million, or until March
2, 1999, whichever is earlier. The marginal rate of the investment
management fee for T. Rowe Price Small Cap, Janus Mid Cap and Scudder Global
Equity Portfolios will decrease when the dollar amount in each respective
Portfolio reaches certain threshold amounts.

(f) MetLife has agreed to waive a portion of its investment management fee for
the Scudder Global Equity Portfolio during the first year of the
Portfolio's operations. The waiver of investment management fees during
the first six months of the Portfolio's operations will be equal to .35%
of the average daily value of the aggregate net assets of the Portfolio up
to $50 million, .175% of such assets on the next $50 million, .15% of such
assets on the next $400 million and .1375% of such assets on amounts in
excess of $500 million. During the second six months of the Portfolio's
operations such waiver of the investment management fee will be equal to
.175% of assets up to $50 million, .0875% of assets on the next $50
million, .075% of assets on the next $400 million and .06875% of such
assets in excess of $500 million. Absent MetLife's waiver of its
investment management fee, we estimate that the management fee and other
expenses for the Scudder Global Equity Portfolio would be .84% and .20%,
respectively, for a total of 1.04%.

(h) 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.

(i) 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 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.

(j) The figures are based on expenses for fiscal year 1996, and have been
restated to reflect an increase in transfer agency expenses of 0.03% for
each Portfolio expected to be incurred in 1997. "Other Expenses" reflect
an indirect fee. Net fund operating expenses after reductions for fees
paid indirectly (again, restated) would be 0.81% for Calvert Balanced
Portfolio and 1.03% for Calvert Accumulation Portfolio.

(k) 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. It is anticipated that FMR or Fidelity Distributors Corp.
will make payments to MetLife for providing distribution and certain
shareholder services for the Fidelity Funds. Additionally, it is
anticipated that Fidelity Investments Institutional Operations Company,
Inc. will make payments to MetLife for providing administrative services
to the Fidelity Funds. You are not responsible for these fees. FMR and its
affiliates are responsible for paying such fees to MetLife.

(l) A portion of the brokerage commissions that certain funds pay was used to
reduce funds expenses. In addition, certain funds have entered into
arrangements with their custodian and transfer agent whereby interest
earned on uninvested cash balances was used to reduce custodian and
transfer agent expenses. If these reductions had been included, the total
operating expenses presented in the table would have been 0.56% for the
Fidelity Equity-Income Portfolio, 0.67% for the Fidelity Growth Portfolio,
0.92% for the Fidelity Overseas Portfolio and 0.73% for the Fidelity Asset
Manager Portfolio.

(m) 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-25).

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-17-21)

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-18-19. 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-37-46)

PURCHASE PAYMENTS; TRANSFERS (PAGES FFA-21; FFA 22-24)

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-22.) Restrictions and early
withdrawal charges may apply to withdrawals, depending on the circumstances
and your Contract. (See "Withdrawals and Transfers," page FFA-22, and
"Deductions and Charges," page FFA-24.)

DEDUCTIONS AND CHARGES (PAGES FFA-24-25)

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-25-27)

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-27)

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 $30.13 272
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 28.11 365
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 24.83 1,648
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 47.19 436
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 35.98 1,396
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 13.99 868
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 17.08 179
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 16.81 57
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>

ENHANCED TSA, ENHANCED NON-QUALIFIED
AND ENHANCED 403(a) PREFERENCE PLUS CONTRACTS
ENDING ACCUMULATION UNIT VALUES

1990 1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ---- ----
Income 19.02 22.12 23.43 25.83 24.79 29.36 30.13
Diversified 13.68 16.93 18.36 20.51 19.69 24.78 28.11
Stock Index 10.13 13.02 13.86 15.04 15.07 20.44 24.83
Growth 18.67 24.63 27.22 30.85 29.57 38.99 47.19
Aggressive Growth 12.35 20.37 22.26 27.05 26.29 33.72 35.98
International Stock -- 10.63 9.45 13.84 14.40 14.38 13.99
Calvert Responsibly
Invested Balanced -- 10.90 11.62 12.43 11.91 15.31 17.08
Calvert Responsibly
Invested Capital
Accumulation -- -- 12.03 12.81 11.43 15.80 16.81

<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 11.85 0
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 23.99 1,775
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 23.95 1,757
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 16.08 397
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 14.46 165
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 17.52 1,118
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>

ENHANCED TSA, ENHANCED NON-QUALIFIED
AND ENHANCED 403(a) PREFERENCE PLUS CONTRACTS
ENDING ACCUMULATION UNIT VALUES

1992 1993 1994 1995 1996
---- ---- ---- ---- ----
Fidelity Equity Income 12.83 15.02 15.84 21.19 23.99
Fidelity Growth 13.43 15.87 15.72 21.08 23.95
Fidelity Overseas 9.63 13.10 13.20 14.34 16.08
Fidelity Investment
Grade Bond 11.62 12.77 12.17 14.15 14.46
Fidelity Asset Manager 11.94 14.32 13.32 15.44 17.52

<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 29.36(g) 30.13 0
Diversified Division 1996 24.78(g) 28.11 0
Stock Index Division 1996 17.43 21.18 514
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 38.99(g) 47.19 3
Aggressive Growth Division 1996 33.72(g) 35.98 3
International Stock Division 1996 14.38(g) 13.99 0
Calvert Responsibly Invested
Balanced Division 1996 15.34 17.11 120
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 16.81 108
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 11.85 101
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 23.99 659
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 23.95 1,058
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 16.08 365
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 14.46 133
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 17.52 742
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 $5,422,688 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.

FINANCIAL FREEDOM ACCOUNT CONTRACTS
ENDING ACCUMULATION UNIT VALUES

1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
Income -- -- -- -- -- 30.13
Diversified -- -- -- -- -- 28.11
Stock Index 11.11 11.82 12.83 12.86 17.43 21.18
Growth -- -- -- -- -- 47.19
Aggressive Growth -- -- -- -- -- 35.98
International Stock -- -- -- -- -- 13.99
Calvert Responsibly
Invested Balanced 10.91 11.63 12.45 11.93 15.34 17.11
Calvert Responsibly Invested
Capital Accumulation 10.67 12.03 12.81 11.43 15.80 16.81
Fidelity Money Market 10.22 10.50 10.72 11.02 11.46 11.85
Fidelity Equity-Income 11.07 12.83 15.02 15.84 21.19 23.99
Fidelity Growth 12.40 13.43 15.87 15.72 21.08 23.95
Fidelity Overseas 10.89 9.63 13.10 13.20 14.34 16.08
Fidelity Investment
Grade Bond 11.00 11.62 12.77 12.17 14.15 14.46
Fidelity Asset Manager 10.78 11.94 14.32 13.32 15.44 17.52

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?

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.

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. If approved in your state, the Loomis Sayles
High Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth, and Scudder
Global Equity Divisions are also available under Enhanced Preference Plus
Contracts. 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. If approved in your state, the Loomis Sayles High Yield Bond, Janus
Mid Cap, T. Rowe Price Small Cap Growth, and Scudder Global Equity Divisions
are also available under FFA Contracts. In some cases, the Income, Diversified,
Growth, Aggressive Growth and International Stock Divisions and the Fidelity
Money Market Division are also available for

FFA-17
<PAGE>

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

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 Janus Mid Cap,
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:

Janus Mid Cap Portfolio: To provide long-term growth of capital. It pursues
this objective by investing primarily in a non-diversified portfolio of
securities issued by medium sized companies.

T. Rowe Price Small Cap Growth Portfolio: To achieve long-term capital growth
by investing in small capitalization companies.

GFM 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.

FFA-18
<PAGE>

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

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.

The above fees do not reflect proposed investment management fee revisions
expected to take effect August 1, 1997, for the State Street Research Growth,
State Street Research Income, State Street Research Diversified, State Street
Research Aggressive Growth Portfolios and the GFM International Stock
Portfolio. The Table of Expenses in this Prospectus indicates the 1996 fees
and expenses restated for these proposed fee revisions.

For providing investment management services to the Loomis Sayles High Yield
Bond Portfolio, we receive monthly compensation from the Portfolio at an
annual rate of .70% of the average daily value of the aggregate net assets of
the Portfolio. Loomis, Sayles & Company, L.P., whose general partner is
indirectly owned by MetLife, is the sub-investment manager with respect to the
Loomis Sayles High Yield Bond Portfolio. For providing investment management
services to the Janus Mid Cap Portfolio, we receive monthly compensation from
the Portfolio at an annual rate of .75% of the average daily value of the
aggregate net assets of the Portfolio up to $100 million, .70% of such assets
on the next $400 million and .65% of such assets on amounts in excess of $500
million. Janus Capital Corporation is the sub-investment manager for the Janus
Mid Cap Portfolio. For providing investment management services to the T. Rowe
Price Small Cap Growth Portfolio, we receive monthly compensation from the
Portfolio at an annual rate of .55% of the average daily value of the
aggregate net assets of the Portfolio up to $100 million, .50% of such assets
on the next $300 million and .45% of such assets in excess of $400 million. T.
Rowe Price Associates, Inc. is the sub-investment manager for the T. Rowe
Price Small Cap Growth Portfolio.

FFA-19
<PAGE>

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

FFA-20
<PAGE>

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

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

WHAT IS AN ACCUMULATION UNIT VALUE?

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...............................................................
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 factor 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. For example, if the last previously calculated
accumulation unit value is $12.00 and the experience factor for the period was
1.05, the new accumulation unit value is $12.60 ($12.00 X 1.05 = $.60; $.60 +
$12.00 = $12.60). On the other hand, if the last previously calculated
accumulation unit value is $12.00 and the experience factor for the period was
.95, the new accumulation unit value is $11.40 ($12.00 x .95).

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

CAN YOU MAKE WITHDRAWALS AND TRANSFERS?

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 and we may require that this
request be made on the form we provide for this purpose. 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?

WHAT RESTRICTIONS APPLY TO TEXAS OPTIONAL RETIREMENT PROGRAM PARTICIPANTS?

FFA-22
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...............................................................
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-38.

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. For an Enhanced TSA Contract, in the year in which you initiate SWIP
payments, the amount or percentage you elect to receive is divided by the
number of months remaining in your Contract Year. Thereafter, the SWIP payment
will be based on a complete Contract Year. Each SWIP payment must be at least
$50. You should allow approximately 10 days for processing your request. If we
do not receive the request at least 10 days in advance of the SWIP payment
start date, we will process your first SWIP payment the following month. If
you do not specify a payment date, payments will commence 30 days from the
date we receive your request. If you have an Enhanced IRA Contract, 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. The change will be effective for the first SWIP payment for the
following Contract Year for Enhanced TSA Contracts or your SWIP anniversary
date for Enhanced IRA Contracts. Requests for such changes must be made at
least 30 days prior to your Contract Year anniversary date for Enhanced TSA
Contracts or the SWIP anniversary date for Enhanced IRA Contracts. 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 "Exemptions from Early Withdrawal
Charges."

CAN MINIMUM DISTRIBUTION PAYMENTS BE MADE ON A PERIODIC BASIS?

Yes. Rather than receiving your minimum distribution in one annual payment,
you may request that we make minimum distribution payments to you on a
FFA-23
<PAGE>

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

periodic basis. However, you may be required to 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
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 $62,951,547 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-48.

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-24
<PAGE>

...............................................................
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 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 37-46. 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

rules or Department of Labor regulations that apply to the Contract from which
the withdrawal is made.

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

FFA-25
<PAGE>

...............................................................
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,
Enhanced Non-Qualified and Enhanced 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-26
<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?

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-27
<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, Calvert Responsibly Invested
Accumulation Divisions, and, if approved in your state, Loomis Sayles High
Yield Bond, Janus Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global
Equity 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, the Fidelity Money Market
Division and, if approved in your state, Loomis Sayles High Yield Bond, Janus
Mid Cap, T. Rowe Price Small Cap Growth and Scudder Global Equity Divisions,
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. In some states, you may be limited 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-28
<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 a factor based on the AIR and the number of days in the
valuation period. For an AIR of 4% and a one day valuation period, the factor
is .99989255, which is the daily discount factor for an effective annual rate
of 4%. (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-29
<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-48.

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.

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.

FFA-30
<PAGE>

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

IS THERE A FREE LOOK?

FFA-31
<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?

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:

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-32
<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.

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.

FFA-33
<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?

FFA-34
<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, the Standard & Poor's 400 Index, the
Standard & Poor's 600 Index, Lehman Brothers Government/Corporate Bond Index,
the Merrill Lynch High Yield Bond Index, The Morgan Stanley Capital
International All Country World 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-35
<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-36
<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-37
<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

FFA-38
<PAGE>

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

FFA-39
<PAGE>

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

FFA-40
<PAGE>

...............................................................
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 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 consulted special tax counsel regarding
the major Federal tax issues under (S)457. This advice from such counsel has
not been updated to reflect changes, if any, in the law and such advice was
rendered solely to MetLife and may not be relied upon by any person
considering the purchase of the Contract.

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 consulted special tax counsel regarding the major
Federal tax issues under (S)451. This advice from such counsel has not been
updated to reflect changes, if any, in the law and such advice was rendered
solely to MetLife and may not be relied upon by any person considering the
purchase of the Contract.

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 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

FFA-41
<PAGE>

...............................................................
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 consulted special tax counsel regarding the major Federal tax
issues under (S)451. This advice from such counsel has not been updated to
reflect changes, if any, in the law and such advice was rendered solely to
MetLife and may not be relied upon by any person considering the purchase of
the Contract.

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 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 and under
Department of Labor regulations issued under the Employee Retirement Income
Security Act of 1974. In connection with the sale of the Non-Qualified
Contract for Section 457(e)(11) Severance and Death Benefit Plans, MetLife
consulted special tax counsel regarding the major Federal tax issues under
(S)457. Subsequently, the United States Court of Appeals for the Federal
Circuit 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 decision addresses severance pay plans in a
different Code context, it is probable that a court would consider it in
determining the tax consequences of this arrangement. This advice received
from such counsel has not been updated to reflect this decision or other
changes in the law, and such advice was rendered solely to MetLife and may not
be relied upon by any person considering the purchase of the Contract. 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.

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.

FFA-42
<PAGE>

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

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 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.

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

FFA-43
<PAGE>

...............................................................
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 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 consulted special tax counsel regarding
the major Federal tax issues under (S)457. This advice from such counsel has
not been updated to reflect changes, if any, in the law and such advice was
rendered solely to MetLife and may not be relied upon by any person
considering the purchase of the Contract.

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. It is
unclear

FFA-44
<PAGE>

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

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. 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 consulted special tax counsel regarding the
major Federal tax issues under (S)451. This advice from such counsel has not
been updated to reflect changes, if any, in the law and such advice was
rendered solely to MetLife and may not be relied upon by any person
considering the purchase of the Contract.

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.

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)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 consulted special tax counsel regarding
the major Federal tax issues under (S)451. This advice from such counsel has
not been updated to reflect changes, if any, in the law and such advice was
rendered solely to MetLife and may not be relied upon by any person
considering the purchase of the Contract.

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.

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 be taxed in the tax
year in which such benefits 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, 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. 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.

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 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 and under
Department of Labor regulations issued under the Employee Retirement Income
Security Act of 1974. In connection with the sale of the Non-Qualified Income
Annuity for Section 457(e)(11) Severance and Death Benefit Plans, MetLife
consulted special tax counsel regarding the major Federal tax issues under
(S)457. Subsequently, the United States Court of Appeals for the Federal
Circuit indicated that for purposes of another Code section, a severance pay
plan with features similar to this arrangement would not

FFA-45
<PAGE>

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

qualify as a valid severance pay plan. While this decision addresses severance
pay plans in a different Code context, it is probable that a court would
consider it in determining the tax consequences of this arrangement. This
advice received from such counsel has not been updated to reflect this
decision or other changes in the law, and such advice was rendered solely to
MetLife and may not be relied upon by any person considering the purchase of
the Income Annuity. 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.

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-46
<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.............................. 13
Financial Statements of MetLife........................................... 31
</TABLE>

FFA-47
<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>
- -------
(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%.

FFA-48
<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: ALAN DIMICHELE
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.............................. 13
Financial Statements of MetLife........................................... 31
</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, 1996 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 $6,200,708, 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-13, B-PPA-14, C-PPA-14 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) divided by 1,000 ...... $ 99.65
6. Annuity Unit Value (see Illustration of Calculation of Annuity
Unit Value above as of Annuity Date).......................... $ 10.80000
7. Number of Annuity Units (5) divided by (6).................... 9.22685
8. Assume Annuity Unit Value for the second month equal to (10
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..................................... 20.67% 14.51%
Income Division..................................... 2.30% -3.99%
Diversified Division................................ 13.06% 6.85%
Aggressive Growth Division.......................... 6.35% 0.10%
Stock Index Division................................ 21.11% 14.96%
International Stock Division........................ -2.96% -9.28%
Calvert Responsibly Invested Balanced Division...... 11.19% 4.97%
</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 88.78% 13.54% 13.24%
Income Division......... 7/2/90 34.17% 6.05% 5.64%
Diversified Division.... 7/2/90 63.57% 10.33% 9.99%
Aggressive Growth Divi-
sion................... 7/2/90 74.01% 11.70% 11.38%
Stock Index Division.... 7/2/90 87.86% 13.42% 13.13%
International Stock Di-
vision................. 7/1/91 29.78% 5.35% 4.92%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 54.38% 9.06% 8.70%
</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......... 7/2/90 113.70% 12.38% 12.32%
Income Division......... 7/2/90 64.90% 7.99% 7.91%
Diversified Division.... 7/2/90 92.20% 10.57% 10.50%
Aggressive Growth Divi-
sion................... 7/2/90 137.70% 14.24% 14.18%
Stock Index Division.... 7/2/90 124.30% 13.22% 13.16%
International Stock Di-
vision................. 7/1/91 37.70% 5.98% 5.74%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 86.80% 10.44% 10.36%
</TABLE>

FOR THE JANUARY 1, 1996 TO DECEMBER 31, 1996--PREFERENCE PLUS (20% FREE
CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division..................................... 20.67% 15.36%
Income Division..................................... 2.30% -3.27%
Diversified Division................................ 13.06% 7.64%
Aggressive Growth Division.......................... 6.35% 0.84%
Stock Index Division................................ 21.11% 15.81%
International Stock Division........................ -2.96% -8.60%
Calvert Responsibly Invested Balanced Division...... 11.19% 5.75%
</TABLE>

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 88.78% 13.54% 13.31%
Income Division......... 7/2/90 34.17% 6.05% 5.70%
Diversified Division.... 7/2/90 63.57% 10.33% 10.06%
Aggressive Growth Divi-
sion................... 7/2/90 74.01% 11.70% 11.45%
Stock Index Division.... 7/2/90 87.86% 13.42% 13.20%
International Stock Di-
vision................. 7/1/91 29.78% 5.35% 4.98%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 54.38% 9.06% 8.77%
</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......... 7/2/90 113.70% 12.38% 12.34%
Income Division......... 7/2/90 64.90% 7.99% 7.93%
Diversified Division.... 7/2/90 92.20% 10.57% 10.51%
Aggressive Growth Divi-
sion................... 7/2/90 137.70% 14.24% 14.20%
Stock Index Division.... 7/2/90 124.30% 13.22% 13.18%
International Stock Di-
vision................. 7/1/91 37.70% 5.98% 5.78%
Calvert Responsibly
Invested Balanced
Division............... 9/17/90 86.80% 10.44% 10.38%
</TABLE>

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1996--PREFERENCE PLUS
CONTRACTS

<TABLE>
<S> <C> <C> <C>
Growth Division............................. -0.06%
Income Division............................. 3.10%
Diversified Division........................ 2.09%
Aggressive Growth Division.................. -1.27%
Stock Index Division........................ 0.55%
International Stock Division................ -0.78%
</TABLE>

FOR THE PERIOD JANUARY 1, 1996 TO DECEMBER 31, 1996--ENHANCED PREFERENCE PLUS
CONTRACTS (WITH SALES LOAD) (10% FREE CORRIDOR VERSION)

<TABLE>
<CAPTION>
CHANGE IN
ACCUMULATION AVERAGE ANNUAL
UNIT VALUE TOTAL RETURN
------------ --------------
<S> <C> <C>
Growth Division..................................... 21.03% 14.88%
Income Division..................................... 2.62% -3.66%
Diversified Division................................ 13.44% 7.23%
Aggressive Growth Division.......................... 6.70% 0.45%
Stock Index Division................................ 21.48% 15.33%
International Stock Division........................ -2.71% -9.03%
Calvert Responsibly Invested Balanced Division...... 11.56% 5.34%
</TABLE>

6
<PAGE>

FOR THE PERIOD JANUARY 1, 1992 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 91.60% 13.87% 13.58%
Income Division......... 7/2/90 36.21% 6.37% 5.96%
Diversified Division.... 7/2/90 66.04% 10.66% 10.33%
Aggressive Growth Divi-
sion................... 7/2/90 76.63% 12.04% 11.72%
Stock Index Division.... 7/2/90 90.71% 13.77% 13.47%
International Stock Di-
vision................. 7/1/91 31.61% 5.64% 5.22%
Calvert Responsibly In-
vested Balanced Divi-
sion................... 5/1/91 56.70% 9.39% 9.03%
</TABLE>

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......... 7/2/90 117.87% 12.72% 12.66%
Income Division......... 7/2/90 68.23% 8.33% 8.24%
Diversified Division.... 7/2/90 96.03% 10.90% 10.83%
Aggressive Growth Divi-
sion................... 7/2/90 142.29% 14.58% 14.52%
Stock Index Division.... 7/2/90 128.85% 13.57% 13.52%
International Stock Di-
vision................. 7/1/91 39.90% 6.29% 6.05%
Calvert Responsibly In-
vested Balanced Divi-
sion................... 5/1/91 70.80% 9.89% 9.71%
</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..... 21.03% 15.73%
Income Division..... 2.62% -2.94%
Diversified Divi-
sion............... 13.44% 8.03%
Aggressive Growth
Division........... 6.70% 1.20%
Stock Index Divi-
sion............... 21.48% 16.18%
International Stock
Division........... -2.71% -8.35%
Calvert Responsibly
Invested Balanced
Division........... 11.56% 6.12%
Calvert Responsibly
Invested Capital
Accumulation Divi-
sion............... 6.39% 0.88%
Fidelity Equity-In-
come Division...... 13.21% 7.80%
Fidelity Growth Di-
vision............. 13.61% 8.21%
Fidelity Overseas
Division........... 12.13% 6.70%
Fidelity Investment
Grade Bond Divi-
sion............... 2.19% -3.38%
Fidelity Asset Man-
ager Division...... 13.47% 8.06%
</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............. 7/2/90 117.87% 12.72% 12.67%
Income Division............. 7/2/90 68.23% 8.33% 8.26%
Diversified Division........ 7/2/90 96.03% 10.90% 10.85%
Aggressive Growth Division.. 7/2/90 142.29% 14.58% 14.54%
Stock Index Division........ 7/2/90 128.85% 13.57% 13.53%
International Stock
Division................... 7/1/91 39.90% 6.29% 6.09%
Calvert Responsibly Invested
Balanced Division.......... 5/1/91 70.80% 9.89% 9.74%
Calvert Responsibly Invested
Capital Accumulation
Division................... 5/1/92 55.36% 9.89% 9.58%
Fidelity Equity-Income
Division................... 5/1/92 103.82% 16.47% 16.25%
Fidelity Growth Division.... 5/1/92 98.43% 15.80% 15.57%
Fidelity Overseas Division.. 5/1/92 43.70% 8.07% 7.72%
Fidelity Investment Grade
Bond Division.............. 5/1/92 31.81% 6.09% 5.71%
Fidelity Asset Manager
Division................... 5/1/92 56.01% 9.99% 9.68%

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............. 21.03% 21.03%
Income Division............. 2.62% 2.62%
Diversified Division........ 13.44% 13.44%
Aggressive Growth Division.. 6.70% 6.70%
Stock Index Division........ 21.48% 21.48%
International Stock
Division................... -2.71% -2.71%
Calvert Responsibly Invested
Balanced Division.......... 11.56% 11.56%
Calvert Responsibly Invested
Capital Accumulation
Division................... 6.39% 6.39%

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............. 91.60% 13.87% 13.87%
Income Division............. 36.21% 6.37% 6.37%
Diversified Division........ 66.04% 10.66% 10.66%
Aggressive Growth Division.. 76.63% 12.04% 12.04%
Stock Index Division........ 90.71% 13.77% 13.77%
International Stock
Division................... 31.61% 5.64% 5.64%
Calvert Responsibly Invested
Balanced Division.......... 56.70% 9.39% 9.39%
</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............. 0.24%
Income Division............. 3.41%
Diversified Division........ 2.40%
Aggressive Growth Division.. -0.97%
Stock Index Division........ 0.86%
International Stock
Division................... -0.48%

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............. 12.89%
Income Division............. 5.53%
Diversified Division........ 9.89%
Aggressive Growth Division.. -4.59%
International Stock
Division................... -4.18%

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........ 21.51% 21.51%
Calvert Responsibly Invested
Balanced Division.......... 11.54% 11.54%
Calvert Responsibly Invested
Capital Accumulation
Division................... 6.39% 6.39%
Fidelity Equity-Income
Division................... 13.21% 13.21%
Fidelity Growth Division.... 13.61% 13.61%
Fidelity Overseas Division.. 12.13% 12.13%
Fidelity Investment Grade
Bond Division.............. 2.19% 2.19%
Fidelity Asset Manager
Division................... 13.47% 13.47%
</TABLE>

9
<PAGE>

FOR THE PERIOD JANUARY 1, 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.... 90.64% 13.76% 13.76%
Calvert Responsibly
Invested Balanced
Division............... 56.83% 9.41% 9.41%
Calvert Responsibly
Invested Capital
Accumulation Division.. 57.54% 9.51% 9.51%
Fidelity Equity-Income
Division............... 116.71% 16.71% 16.71%
Fidelity Growth
Division............... 93.15% 14.05% 14.05%
Fidelity Overseas
Division............... 47.66% 8.10% 8.10%
Fidelity Investment
Grade Bond Division.... 31.45% 5.62% 5.62%
Fidelity Asset Manager
Division............... 62.52% 10.19% 10.19%

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.... 7/1/91 111.80% 14.60% 14.60%
Calvert Responsibly
Invested Balanced
Division............... 7/1/91 71.10% 10.24% 10.24%
Calvert Responsibly
Invested Capital
Accumulation Division.. 7/1/91 68.10% 9.89% 9.89%
Fidelity Equity-Income
Division............... 7/1/91 139.90% 17.22% 17.22%
Fidelity Growth
Division............... 7/1/91 139.50% 17.19% 17.19%
Fidelity Overseas
Division............... 7/1/91 60.80% 9.01% 9.01%
Fidelity Investment
Grade Bond Division.... 7/1/91 44.60% 6.93% 6.93%
Fidelity Asset Manager
Division............... 7/1/91 75.20% 10.72% 10.72%

MONEY MARKET DIVISIONS--SEVEN DAY PERIOD ENDING DECEMBER 31, 1996

<CAPTION>
EFFECTIVE
YIELD YIELD
------------ --------------
<S> <C> <C> <C> <C>
VestMet Contracts....... 3.73% 3.80%
Enhanced VestMet
Contracts.............. 4.25% 4.34%
Financial Freedom
Account Contracts...... 3.27% 3.33%

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......... 20.35% 12.80%
Income Division......... 2.07% -4.14%
Diversified Division.... 12.82% 5.65%
Aggressive Growth
Division............... 6.12% -0.30%
Stock Index Division.... 20.79% 13.63%
</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.......... 86.46% 13.27% 12.08%
Income Division.......... 32.50% 5.79% 4.84%
Diversified Division..... 61.58% 10.07% 8.83%
Aggressive Growth
Division................ 71.91% 11.44% 10.53%
Stock Index Division..... 85.58% 13.16% 12.34%

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/ 1/85 241.76% 13.08% 12.82%
Income Division.......... 3/ 1/85 92.85% 6.79% 6.59%
Diversified Division..... 7/25/86 158.08% 9.95% 9.47%

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................ 5/18/88 243.30% 15.37% 15.31%
Stock Index Division..... 5/ 1/90 139.40% 13.97% 13.65%

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1996--VESTMET CONTRACTS

Growth Division.......... -0.33%
Income Division.......... 2.83%
Diversified Division..... 1.83%
Aggressive Growth
Division................ -1.55%
Stock Index Division..... 0.29%

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.......... 21.03% 20.60%
Income Division.......... 2.62% 2.37%
Diversified Division..... 13.44% 13.02%
Aggressive Growth
Division................ 6.70% 6.49%
Stock Index Division..... 21.48% 21.40%
</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......... 91.60% 13.89% 13.56%
Income Division......... 36.21% 6.38% 6.17%
Diversified Division.... 66.04% 10.67% 10.38%
Aggressive Growth
Division............... 76.63% 12.05% 11.88%
Stock Index Division ... 90.71% 13.78% 13.74%

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......... 5/11/87 193.47% 11.80% 11.54%
Income Division......... 5/11/87 113.39% 8.17% 7.99%
Diversified Division.... 5/11/87 148.98% 9.91% 9.65%
Aggressive Growth
Division............... 5/18/88 259.80% 16.00% 15.91%
Stock Index Division.... 5/ 1/90 148.30% 14.60% 14.57%

YIELDS FOR THE 30 DAY PERIOD ENDING DECEMBER 31, 1996--
ENHANCED VESTMET CONTRACTS

Growth Division......... 0.24%
Income Division......... 3.40%
Diversified Division.... 2.40%
Aggressive Growth
Division............... -0.98%
Stock Index Division.... 0.85%
</TABLE>

12
<PAGE>

INDEPENDENT AUDITOR'S REPORT

The Contractholders of
Metropolitan Life Separate Account E:

We have audited the accompanying statements of assets and liabilities of the
Growth, Income, Money Market, Diversified, Variable B, Variable C, Variable D,
Aggressive Growth, Stock Index, International Stock, Fidelity Money Market,
Fidelity Equity-Income, Fidelity Growth, Fidelity Overseas, Fidelity
Investment Grade Bond, Fidelity Asset Manager, Calvert Responsibly Invested
Balanced and Calvert Responsibly Invested Capital Accumulation Divisions of
Metropolitan Life Separate Account E (the "Separate Account") as of December
31, 1996 and the related statements of operations for the year then ended and
of changes in net assets for the years ended December 31, 1996 and 1995. These
financial statements are the responsibility of the Separate Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned at December 31, 1996 by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets of the Growth, Income, Money Market, Diversified,
Variable B, Variable C, Variable D, Aggressive Growth, Stock Index,
International Stock, Fidelity Money Market, Fidelity Equity-Income, Fidelity
Growth, Fidelity Overseas, Fidelity Investment Grade Bond, Fidelity Asset
Manager, Calvert Responsibly Invested Balanced and Calvert Responsibly
Invested Capital Accumulation Divisions of Metropolitan Life Separate
Account E at December 31, 1996 and the results of their operations for the
year then ended and the changes in their net assets for the years ended
December 31, 1996 and 1995 in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP
Denver, Colorado

March 14, 1997

13
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1996

<TABLE>
<CAPTION>
MONEY
GROWTH INCOME MARKET
DIVISION DIVISION DIVISION
-------------- ------------ -----------
<S> <C> <C> <C>
ASSETS:
Investments in Metropolitan Series
Fund, Inc. at Value (Note 1A):
Growth Portfolio (43,763,756 Shares;
cost $1,086,793,926)................. $1,262,557,133 -- --
Income Portfolio (26,835,484 Shares;
cost $340,197,377)................... -- $331,686,579 --
Money Market Portfolio (1,697,924
Shares;
cost $18,213,225).................... -- -- $17,719,193
Diversified Portfolio (73,081,964
Shares;
cost $1,091,707,082)................. -- -- --
Aggressive Growth Portfolio
(43,017,363 Shares; cost
$1,052,988,427)...................... -- -- --
Stock Index Portfolio (47,315,370
Shares;
cost $785,866,183)................... -- -- --
International Stock Portfolio
(22,039,816 Shares; cost
$281,061,012)........................ -- -- --
Investments in Fidelity Variable
Insurance Products Funds at Value
(Note 1A):
Money Market Portfolio (1,208,178
Shares;
cost $1,208,178)..................... -- -- --
Equity-Income Portfolio (2,934,806
Shares;
cost $51,446,091).................... -- -- --
Growth Portfolio (2,253,019 Shares;
cost $58,480,516).................... -- -- --
Overseas Portfolio (682,702 Shares;
cost $11,458,496).................... -- -- --
Investment Grade Bond Portfolio
(361,771 Shares; cost $4,300,058).... -- -- --
Asset Manager Portfolio (2,124,498
Shares;
cost $31,103,170).................... -- -- --
Investments in Acacia Capital Corp. at
Value
(Note 1A):
Calvert Responsibly Invested Balanced
Portfolio (13,424,092 Shares; cost
$21,791,939)......................... -- -- --
Calvert Responsibly Invested Capital
Accumulation Portfolio (119,279
Shares;
cost $2,604,025)..................... -- -- --
-------------- ------------ -----------
Total investments.................. 1,262,557,133 331,686,579 17,719,193
Cash................................... 0 86 0
-------------- ------------ -----------
Total assets....................... 1,262,557,133 331,686,665 17,719,193
LIABILITIES............................ 0 0 0
-------------- ------------ -----------
NET ASSETS............................. $1,262,557,133 $331,686,665 $17,719,193
============== ============ ===========
</TABLE>

See Notes to Financial Statements.

14
<PAGE>

<TABLE>
<CAPTION>
VARIABLE VARIABLE VARIABLE AGGRESSIVE STOCK
DIVERSIFIED B C D GROWTH INDEX
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
- -------------- ----------- ---------- -------- -------------- --------------
<S> <C> <C> <C> <C> <C>
-- $69,762,199 $2,891,685 $21,181 -- --
-- -- -- -- -- --
-- -- -- -- -- --
$1,218,276,331 -- -- -- -- --
-- -- -- -- $1,166,200,714 --
-- -- -- -- -- $1,051,820,670
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
- -------------- ----------- ---------- ------- -------------- --------------
1,218,276,331 69,762,199 2,891,685 21,181 1,166,200,714 1,051,820,670
0 0 0 0 23,425 4,816
- -------------- ----------- ---------- ------- -------------- --------------
1,218,276,331 69,762,199 2,891,685 21,181 1,166,224,139 1,051,825,486
1,010 0 0 0 0 0
- -------------- ----------- ---------- ------- -------------- --------------
$1,218,275,321 $69,762,199 $2,891,685 $21,181 $1,166,224,139 $1,051,825,486
============== =========== ========== ======= ============== ==============
</TABLE>

15
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1996

<TABLE>
<CAPTION>
FIDELITY
INTERNATIONAL FIDELITY EQUITY-
STOCK MONEY MARKET INCOME
DIVISION DIVISION DIVISION
------------- ------------ -----------
<S> <C> <C> <C>
ASSETS:
Investments in Metropolitan Series Fund,
Inc. at Value (Note 1A):
Growth Portfolio (43,763,756 Shares;
cost $1,086,793,926).................. -- -- --
Income Portfolio (26,835,484 Shares;
cost $340,197,377).................... -- -- --
Money Market Portfolio (1,697,924
Shares;
cost $18,213,225)..................... -- -- --
Diversified Portfolio (73,081,964
Shares;
cost $1,091,707,082).................. -- -- --
Aggressive Growth Portfolio (43,017,363
Shares;
cost $1,052,988,427).................. -- -- --
Stock Index Portfolio (47,315,370
Shares;
cost $785,866,183).................... -- -- --
International Stock Portfolio
(22,039,816 Shares;
cost $281,061,012).................... $263,375,806 -- --
Investments in Fidelity Variable
Insurance Products Funds at Value (Note
1A):
Money Market Portfolio (1,208,178
Shares;
cost $1,208,178)...................... -- $1,208,178 --
Equity-Income Portfolio (2,934,806
Shares;
cost $51,446,091)..................... -- -- $61,718,972
Growth Portfolio (2,253,019 Shares;
cost $58,480,516)..................... -- -- --
Overseas Portfolio (682,702 Shares;
cost $11,458,496)..................... -- -- --
Investment Grade Bond Portfolio
(361,771 Shares; cost $4,300,058)..... -- -- --
Asset Manager Portfolio (2,124,498
Shares;
cost $31,103,170)..................... -- -- --
Investments in Acacia Capital Corp. at
Value (Note 1A):
Calvert Responsibly Invested Balanced
Portfolio (13,424,092 Shares; cost
$21,791,939).......................... -- -- --
Calvert Responsibly Invested Capital
Accumulation Portfolio (119,279
Shares; cost $2,604,025).............. -- -- --
------------ ---------- -----------
Total investments................... 263,375,806 1,208,178 61,718,972
Cash.................................... 0 0 0
------------ ---------- -----------
Total assets........................ 263,375,806 1,208,178 61,718,972
LIABILITIES............................. 3 0 0
------------ ---------- -----------
NET ASSETS.............................. $263,375,803 $1,208,178 $61,718,972
============ ========== ===========
</TABLE>

See Notes to Financial Statements.

16
<PAGE>

<TABLE>
<CAPTION>
CALVERT RESPONSIBLY
FIDELITY FIDELITY FIDELITY FIDELITY CALVERT RESPONSIBLY INVESTED
GROWTH OVERSEAS INVESTMENT GRADE ASSET MANAGER INVESTED BALANCED CAPITAL ACCUMULATION
DIVISION DIVISION BOND DIVISION DIVISION DIVISION DIVISION
- ----------- ----------- ---------------- ------------- ------------------- --------------------
<S> <C> <C> <C> <C> <C>
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
$70,159,001 -- -- -- -- --
-- $12,862,100 -- -- -- --
-- -- $4,428,072 -- -- --
-- -- -- $35,967,744 -- --
-- -- -- -- $23,814,340 --
-- -- -- -- -- $2,868,670
- ----------- ----------- ---------- ----------- ----------- ----------
70,159,001 12,862,100 4,428,072 35,967,744 23,814,340 2,868,670
0 0 0 0 0 0
- ----------- ----------- ---------- ----------- ----------- ----------
70,159,001 12,862,100 4,428,072 35,967,744 23,814,340 2,868,670
0 0 0 0 11 0
- ----------- ----------- ---------- ----------- ----------- ----------
$70,159,001 $12,862,100 $4,428,072 $35,967,744 $23,814,329 $2,868,670
=========== =========== ========== =========== =========== ==========
</TABLE>

17
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
MONEY
GROWTH INCOME MARKET
DIVISION DIVISION DIVISION
------------ ----------- --------
<S> <C> <C> <C>
INVESTMENT INCOME
Income:
Dividends (Note 2)......................... $119,479,173 $20,903,983 $872,226
Expenses (Note 3).......................... 13,285,367 4,023,986 287,861
------------ ----------- --------
Net investment income (loss)................ 106,193,806 16,879,997 584,365
------------ ----------- --------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized gain (loss) from security
transactions............................... 4,171,722 (415,755) 68,719
Change in net unrealized appreciation (de-
preciation) of investments for the period.. 86,004,634 (8,798,638) 3,951
------------ ----------- --------
Net realized and unrealized gain (loss) on
investments (Note 1B)...................... 90,176,356 (9,214,393) 72,670
------------ ----------- --------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS.................. $196,370,162 $ 7,665,604 $657,035
============ =========== ========
</TABLE>

See Notes to Financial Statements.

18
<PAGE>

<TABLE>
<CAPTION>
VARIABLE VARIABLE VARIABLE AGGRESSIVE STOCK
DIVERSIFIED B C D GROWTH INDEX
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
------------ ----------- -------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
$106,673,920 $ 6,639,168 $277,122 $2,014 $30,974,695 $ 24,706,615
13,666,068 642,114 -- -- 12,936,488 10,006,397
------------ ----------- -------- ------ ----------- ------------
93,007,852 5,997,054 277,122 2,014 18,038,207 14,700,218
------------ ----------- -------- ------ ----------- ------------
3,492,578 3,203,484 105,332 896 13,995,174 9,267,016
36,249,671 3,491,182 171,682 1,091 19,528,943 136,211,926
------------ ----------- -------- ------ ----------- ------------
39,742,249 6,694,666 277,014 1,987 33,524,117 145,478,942
------------ ----------- -------- ------ ----------- ------------
$132,750,101 $12,691,720 $554,136 $4,001 $51,562,324 $160,179,160
============ =========== ======== ====== =========== ============
</TABLE>

19
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
INTERNATIONAL FIDELITY FIDELITY
STOCK MONEY MARKET EQUITY-INCOME
DIVISION DIVISION DIVISION
------------- ------------ -------------
<S> <C> <C> <C>
INVESTMENT INCOME
Income:
Dividends (Note 2).................. $ 2,885,841 $39,196 $1,736,103
Expenses (Note 3)................... 3,371,772 9,921 458,081
----------- ------- ----------
Net investment income (loss).......... (485,931) 29,275 1,278,022
----------- ------- ----------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain (loss) from security
transactions......................... (567,290) -- 536,084
Change in net unrealized appreciation
(depreciation) of investments for the
period............................... (7,824,933) -- 4,720,111
----------- ------- ----------
Net realized and unrealized gain
(loss) on investments
(Note 1B)............................ (8,392,223) -- 5,256,195
----------- ------- ----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS............ $(8,878,154) $29,275 $6,534,217
=========== ======= ==========
</TABLE>

See Notes to Financial Statements.

20
<PAGE>

<TABLE>
<CAPTION>
CALVERT
FIDELITY CALVERT RESPONSIBLY
FIDELITY FIDELITY INVESTMENT FIDELITY RESPONSIBLY INVESTED
GROWTH OVERSEAS GRADE BOND ASSET MANAGER INVESTED BALANCED CAPITAL ACCUMULATION
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
-------- ---------- ---------- ------------- ----------------- --------------------
<S> <C> <C> <C> <C> <C>
$3,234,384 $ 175,730 $149,808 $1,747,704 $1,782,815 $ 4,618
545,806 92,120 36,452 287,434 235,528 19,456
- ---------- ---------- -------- ---------- ---------- --------
2,688,578 83,610 113,356 1,460,270 1,547,287 (14,838)
- ---------- ---------- -------- ---------- ---------- --------
749,434 69,554 58,065 123,178 100,445 15,739
3,570,146 970,598 (85,783) 2,319,810 566,392 126,449
- ---------- ---------- -------- ---------- ---------- --------
4,319,580 1,040,152 (27,718) 2,442,988 666,837 142,188
- ---------- ---------- -------- ---------- ---------- --------
$7,008,158 $1,123,762 $ 85,638 $3,903,258 $2,214,124 $127,350
========== ========== ======== ========== ========== ========
</TABLE>

21
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
GROWTH DIVISION INCOME DIVISION
---------------------------- --------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
From operations:
Net investment income
(loss)................ $ 106,193,806 $ 32,128,631 $ 16,879,997 $ 14,472,217
Net realized gain
(loss) from security
transactions.......... 4,171,722 4,526,295 (415,755) (304,896)
Change in net
unrealized apprecia-
tion
(depreciation) of in-
vestments............. 86,004,634 149,147,280 (8,798,638) 30,196,181
-------------- ------------ ------------ ------------
Net increase (decrease)
in net assets result-
ing from operations... 196,370,162 185,802,206 7,665,604 44,363,502
-------------- ------------ ------------ ------------
From capital transac-
tions:
Purchases.............. 207,046,963 119,147,077 51,586,091 38,348,185
Redemptions............ (47,250,025) (34,717,052) (21,951,226) (21,626,335)
-------------- ------------ ------------ ------------
Total net purchase pay-
ments (redemptions)... 159,796,938 84,430,025 29,634,865 16,721,850
Net portfolio trans-
fers.................. 67,651,148 709,712 (11,090,781) 105,436
Net other transfers.... (9,196) (65,975) (52,498) (48,564)
-------------- ------------ ------------ ------------
Net increase (decrease)
in net assets resulting
from capital transac-
tions.................. 227,438,890 85,073,762 18,491,586 16,778,722
-------------- ------------ ------------ ------------
NET CHANGE IN NET AS-
SETS................... 423,809,052 270,875,968 26,157,190 61,142,224
NET ASSETS--BEGINNING OF
PERIOD................. 838,748,081 567,872,113 305,529,475 244,387,251
-------------- ------------ ------------ ------------
NET ASSETS--END OF PERI-
OD..................... $1,262,557,133 $838,748,081 $331,686,665 $305,529,475
============== ============ ============ ============
</TABLE>

See Notes to Financial Statements.

22
<PAGE>

<TABLE>
<CAPTION>
MONEY MARKET DIVISION DIVERSIFIED DIVISION VARIABLE B DIVISION
---------------------------- ---------------------------- --------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995 1996 1995
------------ ------------ -------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
$ 584,365 $ 866,523 $ 93,007,852 $ 47,699,253 $ 5,997,054 $ 2,602,659
68,719 126,794 3,492,578 11,329,150 3,203,484 2,268,623
3,951 (162,456) 36,249,671 121,483,457 3,491,182 11,197,409
----------- ----------- -------------- ------------ ----------- -----------
657,035 830,861 132,750,101 180,511,860 12,691,720 16,068,691
----------- ----------- -------------- ------------ ----------- -----------
570,312 538,158 194,398,278 110,781,053 328,479 298,094
(3,423,459) (900,219) (59,132,388) (92,187,354) (6,037,182) (5,678,770)
----------- ----------- -------------- ------------ ----------- -----------
(2,853,147) (362,061) 135,265,890 18,593,699 (5,708,703) (5,380,676)
(1,245,903) 8,039 22,510,031 355,110 (309) 1,828
(10,233) (8,654) 12,072 (96,978) (331,290) (312,061)
----------- ----------- -------------- ------------ ----------- -----------
(4,109,283) (362,676) 157,787,993 18,851,831 (6,040,302) (5,690,909)
----------- ----------- -------------- ------------ ----------- -----------
(3,452,248) 468,185 290,538,094 199,363,691 6,651,418 10,377,782
21,171,441 20,703,256 927,737,227 728,373,536 63,110,781 52,732,999
----------- ----------- -------------- ------------ ----------- -----------
$17,719,193 $21,171,441 $1,218,275,321 $927,737,227 $69,762,199 $63,110,781
=========== =========== ============== ============ =========== ===========
</TABLE>

23
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
VARIABLE C DIVISION VARIABLE D DIVISION AGGRESSIVE GROWTH DIVISION
------------------------- ------------------------- ----------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995 1996 1995
------------ ------------ ------------ ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
INCREASE IN NET ASSETS:
From operations:
Net investment income
(loss)................ $ 277,122 $ 128,757 $ 2,014 $ 1,041 $ 18,038,207 $ 70,585,001
Net realized gain
(loss) from security
transactions.......... 105,332 158,342 896 2,350 13,995,174 15,141,923
Change in net
unrealized
appreciation (depreci-
ation) of invest-
ments................. 171,682 406,267 1,091 2,787 19,528,943 70,256,699
---------- ---------- ------- ------- -------------- ------------
Net increase (decrease)
in net assets result-
ing from operations... 554,136 693,366 4,001 6,178 51,562,324 155,983,623
---------- ---------- ------- ------- -------------- ------------
From capital transac-
tions:
Purchases.............. 1,000 8,062 -- 2 250,138,007 163,236,779
Redemptions............ (226,707) (288,116) -- -- (43,739,761) (1,794,242)
---------- ---------- ------- ------- -------------- ------------
Total net purchase pay-
ments (redemptions).... (225,707) (280,054) -- 2 206,398,246 161,442,537
Net portfolio trans-
fers.................. -- (1) -- -- 50,537,656 1,757,497
Net other transfers.... (504) 366 (2,842) (7,815) 3,398,268 (81,895)
---------- ---------- ------- ------- -------------- ------------
Net increase (decrease)
in net assets
resulting from capital
transactions.......... (226,211) (279,689) (2,842) (7,813) 260,334,170 163,118,139
---------- ---------- ------- ------- -------------- ------------
NET CHANGE IN NET
ASSETS................. 327,925 413,677 1,159 (1,635) 311,896,494 319,101,762
NET ASSETS--BEGINNING OF
PERIOD................. 2,563,760 2,150,083 20,022 21,657 854,327,645 535,225,883
---------- ---------- ------- ------- -------------- ------------
NET ASSETS--END OF
PERIOD................. $2,891,685 $2,563,760 $21,181 $20,022 $1,166,224,139 $854,327,645
========== ========== ======= ======= ============== ============
</TABLE>

See Notes To Financial Statements.

24
<PAGE>

<TABLE>
<CAPTION>
STOCK INDEX DIVISION INTERNATIONAL STOCK DIVISION FIDELITY MONEY MARKET DIVISION
- ---------------------------- ------------------------------ ---------------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995 1996 1995
- -------------- ------------ -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
$ 14,700,218 $ 7,529,179 $ (485,931) $ (639,506) $ 29,275 $ 21,984
9,267,016 1,816,488 (567,290) 1,353,465 -- --
136,211,926 124,846,482 (7,824,933) (1,451,068) -- --
- -------------- ------------ -------------- -------------- --------------- --------------
160,179,160 134,192,149 (8,878,154) (737,109) 29,275 21,984
- -------------- ------------ -------------- -------------- --------------- --------------
202,848,091 138,304,038 54,610,204 64,285,315 790,399 295,596
(34,997,519) (18,133,152) (14,057,311) (49,206,721) (36,362) (255,339)
- -------------- ------------ -------------- -------------- --------------- --------------
167,850,572 120,170,886 40,552,893 15,078,594 754,037 40,257
120,978,787 415,442 (35,222,825) 83,265 (56,874) 46
52,966 (67,995) 325,191 44,025 2 15
- -------------- ------------ -------------- -------------- --------------- --------------
288,882,325 120,518,333 5,655,259 15,205,884 697,165 40,318
- -------------- ------------ -------------- -------------- --------------- --------------
449,061,485 254,710,482 (3,222,895) 14,468,775 726,440 62,302
602,764,001 348,053,519 266,598,698 252,129,923 481,738 419,436
- -------------- ------------ -------------- -------------- --------------- --------------
$1,051,825,486 $602,764,001 $ 263,375,803 $ 266,598,698 $ 1,208,178 $ 481,738
============== ============ ============== ============== =============== ==============
</TABLE>

25
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

FIDELITY EQUITY-
INCOME DIVISION FIDELITY GROWTH DIVISION
-------------------------- --------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
INCREASE IN NET ASSETS:
From operations:
Net investment income
(loss)................... $ 1,278,022 $ 1,021,213 $ 2,688,578 $ (175,669)
Net realized gain (loss)
from security transac-
tions.................... 536,084 160,135 749,434 127,068
Change in net unrealized
appreciation (deprecia-
tion) of investments..... 4,720,111 5,207,634 3,570,146 7,371,238
----------- ----------- ----------- -----------
Net increase (decrease) in
net assets resulting from
operations............... 6,534,217 6,388,982 7,008,158 7,322,637
----------- ----------- ----------- -----------
From capital transactions:
Purchases................. 22,048,401 16,817,276 23,398,367 17,390,531
Redemptions............... (1,329,666) (737,438) (1,970,202) (824,892)
----------- ----------- ----------- -----------
Total net purchase payments
(redemptions)............. 20,718,735 16,079,838 21,428,165 16,565,639
Net portfolio transfers... (346,911) 65,794 (334,126) 21,088
Net other transfers....... (178,878) (7,670) 17,720 (3,967)
----------- ----------- ----------- -----------
Net increase (decrease) in
net assets resulting from
capital transactions..... 20,192,946 16,137,962 21,111,759 16,582,760
----------- ----------- ----------- -----------
NET CHANGE IN NET ASSETS... 26,727,163 22,526,944 28,119,917 23,905,397
NET ASSETS--BEGINNING OF
PERIOD.................... 34,991,809 12,464,865 42,039,084 18,133,687
----------- ----------- ----------- -----------
NET ASSETS--END OF PERIOD.. $61,718,972 $34,991,809 $70,159,001 $42,039,084
=========== =========== =========== ===========
</TABLE>

See Notes to Financial Statements.

26
<PAGE>

<TABLE>
<CAPTION>
FIDELITY FIDELITY
FIDELITY OVERSEAS DIVISION INVESTMENT GRADE BOND DIVISION ASSET MANAGER DIVISION
------------------------------- --------------------------------- --------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995 1996 1995
-------------- ------------- --------------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
$ 83,610 $ (17,956) $ 113,356 $ 25,578 $ 1,460,270 $ 156,068
69,554 94,250 58,065 4,321 123,178 99,937
970,598 387,405 (85,783) 248,713 2,319,810 2,918,735
-------------- ------------- --------------- --------------- ----------- -----------
1,123,762 463,699 85,638 278,612 3,903,258 3,174,740
-------------- ------------- --------------- --------------- ----------- -----------
4,318,540 3,199,863 1,632,724 1,525,746 8,803,248 9,454,762
(313,735) (861,910) (227,234) (73,796) (1,258,380) (3,327,555)
-------------- ------------- --------------- --------------- ----------- -----------
4,004,805 2,337,953 1,405,490 1,451,950 7,544,868 6,127,207
1,030,103 (4,282) 33,900 2,201 (1,444,740) 8,480
1,096 1,266 70 (108) 260 1,713
-------------- ------------- --------------- --------------- ----------- -----------
5,036,004 2,334,937 1,439,460 1,454,043 6,100,388 6,137,400
-------------- ------------- --------------- --------------- ----------- -----------
6,159,766 2,798,636 1,525,098 1,732,655 10,003,646 9,312,140
6,702,334 3,903,698 2,902,974 1,170,319 25,964,098 16,651,958
-------------- ------------- --------------- --------------- ----------- -----------
$12,862,100 $ 6,702,334 $ 4,428,072 $ 2,902,974 $35,967,744 $25,964,098
============== ============= =============== =============== =========== ===========
</TABLE>

27
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
CALVERT RESPONSIBLY INVESTED CALVERT RESPONSIBLY INVESTED
BALANCED DIVISION CAPITAL ACCUMULATION DIVISION
------------------------------- -------------------------------
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
INCREASE IN NET ASSETS:
From operations:
Net investment income
(loss)................ $ 1,547,287 $ 1,313,629 $ (14,838) $ 58,641
Net realized gain
(loss) from security
transactions.......... 100,445 62,560 15,739 7,420
Change in net
unrealized apprecia-
tion (depreciation) of
investments........... 566,392 1,776,276 126,449 169,926
-------------- -------------- -------------- --------------
Net increase (decrease)
in net assets result-
ing from
operations............ 2,214,124 3,152,465 127,350 235,987
-------------- -------------- -------------- --------------
From capital transac-
tions:
Purchases.............. 5,452,236 4,002,957 1,411,338 528,894
Redemptions............ (413,069) (683,782) (35,043) (29,043)
-------------- -------------- -------------- --------------
Total net purchase
payments
(redemptions).......... 5,039,167 3,319,175 1,376,295 499,851
Net portfolio trans-
fers.................. 52,606 5,564 95,147 943
Net other transfers.... 38,711 (978) 122 (325)
-------------- -------------- -------------- --------------
Net increase (decrease)
in net assets result-
ing from
capital transactions.. 5,130,484 3,323,761 1,471,564 500,469
-------------- -------------- -------------- --------------
NET CHANGE IN NET AS-
SETS................... 7,344,608 6,476,226 1,598,914 736,456
NET ASSETS--BEGINNING
OF PERIOD............. 16,469,721 9,993,495 1,269,756 533,300
-------------- -------------- -------------- --------------
NET ASSETS--END OF
PERIOD................ $ 23,814,329 $ 16,469,721 $ 2,868,670 $ 1,269,756
============== ============== ============== ==============
</TABLE>

See Notes to Financial Statements.

28
<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1996

Metropolitan Life Separate Account E (the "Separate Account") is a multi-
division unit investment trust registered under the Investment Company Act of
1940. Seven investment divisions correspond to the Growth, Income, Money
Market, Diversified, Aggressive Growth, Stock Index and International Stock
Portfolios of the Metropolitan Series Fund, Inc. (the "Fund"). The assets in
the Variable B, Variable C, and Variable D Divisions are restricted to
investing in the Growth Portfolio of the Fund. The Fidelity Money Market,
Equity-Income, Growth, Overseas, Investment Grade Bond, and Asset Manager
Divisions Correspond to the Money Market, Equity-Income, Growth, Overseas,
Investment Grade Bond, and Asset Manager Portfolios of Fidelity's Variable
Insurance Products Fund and Fidelity's Variable Insurance Products Fund II
("Fidelity"). The Calvert Responsibly Invested Balanced Division and Calvert
Responsibly Invested Capital Accumulation Division correspond to the Calvert
Responsibly Invested Balanced Portfolio and Calvert Responsibly Invested
Capital Accumulation Portfolio, respectively, of the Acacia Capital
Corporation ("Calvert"). Separate Account investments in shares of
International Stock, Fidelity Money Market, Fidelity Equity-Income, Fidelity
Growth, Fidelity Overseas, Fidelity Investment Grade Bond and Fidelity Asset
Manager Portfolios commenced on July 1, 1991. Separate Account investments in
shares of the Calvert Responsibly Invested Balanced Portfolio and the Calvert
Responsibly Invested Capital Accumulation Portfolio commenced on September 17,
1991 and January 7, 1992, respectively. Each portfolio has specific objectives
relative to growth of capital and income.

The Separate Account was formed by Metropolitan Life Insurance Company
("Metropolitan Life") on September 27, 1983, and registered as a unit
investment trust on April 6, 1984. The assets of the Separate Account are the
property of Metropolitan Life.

A summary of significant accounting policies, all of which are in accordance
with generally accepted accounting principals, is set forth below:

1.SIGNIFICANT ACCOUNTING POLICIES

A.VALUATION OF INVESTMENTS

Investments in shares of the Fund are valued at the reported net asset
values of the respective portfolios. The method used to value the Fund's
investments at December 31, 1996 are described in the Fund's 1996 Annual
Report.

Investments in shares of Fidelity are valued at the reported net asset
values of the respective portfolios. The methods used to value
Fidelity's investments at December 31, 1996 are described in Fidelity's
1996 Annual Report.

Investments in shares of Calvert are valued at the reported net asset
value of the Calvert Responsibly Invested Balanced Portfolio and Calvert
Responsibly Invested Capital Accumulation Portfolio. The methods used to
value Calvert's investments at December 31, 1996 are described in
Calvert's 1996 Annual Report.

B.SECURITY TRANSACTIONS

Purchases and sales are recorded on the trade date. Realized gains and
losses on sales of investments are determined on the basis of identified
cost.

C.FEDERAL INCOME TAXES

In the opinion of counsel of Metropolitan Life, the Separate Account
will be treated as a part of Metropolitan Life and its operations, and
the Separate Account will not be taxed separately as a "regulated
investment company" under existing law. Metropolitan Life is taxed as a
life insurance company. The contracts permit Metropolitan Life to charge
against the Separate Account any taxes, attributable to the maintenance
or operation of the Separate Account. Metropolitan Life does not
anticipate, under existing law, that any federal income taxes will be
charged against the Separate Account in determining the value of amounts
under a contract.

29
<PAGE>

D.PURCHASE PAYMENTS

Purchase payments received by Metropolitan Life are credited as
Accumulation Units as of the end of the valuation period in which
received, as provided in the prospectus.

E.ACCUMULATION UNITS

As of December 31, 1996, there were 256,404,567 Accumulation Units
outstanding, which consisted of 54,018,987 Accumulation Units in the
Growth Division, 18,575,294 Accumulation Units in the Income Division,
1,052,226 Accumulation Units in the Money Market Division, 60,043,548
Accumulation Units in the Diversified Division, 47,289,308 Accumulation
Units in the Aggressive Growth Division, 46,585,940 Accumulation Units
in the Stock Index Division, 19,016,793 Accumulation Units in the
International Stock Division, 101,038 Accumulation units in the Fidelity
Money Market Division, 2,446,388 Accumulation Units in the Fidelity
Equity-Income Division, 2,844,317 Accumulation Units in the Fidelity
Growth Division, 778,200 Accumulation Units in the Fidelity Overseas
Division, 299,993 Accumulation Units in the Fidelity Investment Grade
Bond Division, 1,892,545 Accumulation Units in the Fidelity Asset
Manager Division, 1,295,617 Accumulation Units in the Calvert
Responsibly Invested Balanced Division and 164,373 Accumulation Units in
the Calvert Responsibly Invested Capital Accumulation Division. In
addition to the above mentioned Accumulation Units, there were cash
reserves of $1,507,164 and $21,182 applicable to contracts receiving
annuity payout under the Variable Account B Division and Variable
Account D Division, respectively, and $5,422,688 in cash reserves for
Preference Plus (PPA) Immediate Annuities.

2.DIVIDENDS

On April 25, 1996 and December 16, 1996, the Fund declared dividends for
all shareholders of record on April 25, 1996 and December 26, 1996,
respectively. The amount of dividends received by the Separate Account
from the Fund was $313,414,757. The dividends were paid to Metropolitan
Life on April 26, 1996 and December 27, 1996, respectively, and were
immediately reinvested in additional shares of the portfolios in which
each of the investment divisions invest. As a result of these
reinvestments, the number of shares of the Fund held by each of the ten
investment divisions increased by the following: Growth Division
3,876,924 shares, Income Division 1,687,455 shares, Money Market
Division 83,627 shares, Diversified Division 6,359,716 shares, Variable
B Division 215,476 shares, Variable C Division 8,994 shares, Variable D
Division 65 shares, Aggressive Growth Division 1,139,076 shares, Stock
Index Division 1,097,735 shares and International Stock Division 232,852
shares.

On the last working day of each month, Fidelity paid Metropolitan Life
dividends for the Fidelity Money Market Division. For 1996 the dividend
aggregated to $39,196. They were immediately reinvested and increased
the number of shares owned by the Fidelity Money Market Division by
39,196 shares.

On February 2, 1996 Fidelity paid Metropolitan Life a dividend of
$7,043,729 for the Fidelity Growth, Fidelity Overseas, Fidelity
Investment Grade Bond and Fidelity Asset Allocation, and Fidelity
Equity-Income Divisions. The dividends were immediately reinvested and
increased the number of shares owned as follows: Fidelity Growth
Division 116,429 shares, Fidelity Overseas Division 10,295 shares,
Fidelity Investment Grade Bond Division 12,589 shares, Fidelity Asset
Allocation Division 115,742 shares, and Fidelity Equity Income Division
92,052 shares.

On December 31, 1996 Calvert paid Metropolitan Life dividends of
$1,787,433 for the Calvert Responsibly Invested Balanced Division and
for the Calvert Responsibly Invested Capital Accumulation Division,
which were immediately reinvested, increasing the number of shares owned
by the Calvert Responsibly Invested Balanced Division and the Calvert
Responsibly Invested Capital Accumulation Division by 1,004,969 and 192
shares, respectively.

3.EXPENSES

Metropolitan Life applies a daily charge against the Separate Account
for general administrative expenses, and for the mortality and expense
risk assumed by Metropolitan Life. This charge is equivalent to an
effective annual rate of 1.5% of the average daily values of the assets
in the Separate Account for VestMet contracts and 1.25% for Preference
Plus contracts. Of this charge, Metropolitan Life estimates .75% is for
general administrative expenses for VestMet contracts and .50% for
Preference Plus contracts and .75% is for the mortality and expense risk
on both contracts. However, for the enhanced and Financial Freedom
Account Contracts, the charge is equivalent to an effective annual rate
of .95% of the average daily value of the assets for these contracts. Of
this charge, Metropolitan Life estimates .20% is for general
administrative expenses and .75% is for mortality and expense risk. The
Variable B, C, and D contracts are charged for administrative expenses
and mortality and expense risk according to the rates under their
respective contracts.

30
<PAGE>

INDEPENDENT AUDITORS' REPORT

Metropolitan Life Insurance Company

We have audited the accompanying consolidated balance sheets of Metropolitan
Life Insurance Company (the "Company") as of December 31, 1996 and 1995 and
the related consolidated statements of earnings, equity and cash flows for
each of the three years in the period ended December 31, 1996. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of the Company at
December 31, 1996 and 1995 and the consolidated results of its operations and
its consolidated cash flows for each of the three years in the period ended
December 31, 1996 in conformity with generally accepted accounting principles.

As discussed in Notes 1 and 13 to the consolidated financial statements, the
Company has retroactively adopted applicable generally accepted accounting
principles relating to mutual life insurance companies and has changed, as of
December 31, 1994, the method of accounting for fixed maturity investments.

DELOITTE & TOUCHE LLP

New York, New York

April 4, 1997

31
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1996 AND 1995 (IN MILLIONS)

<TABLE>
<CAPTION>
NOTES 1996 1995
----- -------- --------
<S> <C> <C> <C>
ASSETS
Investments:
Fixed Maturities: 2,12
Available for Sale, at Estimated Fair Value......... $ 75,039 $ 76,412
Held to Maturity, at Amortized Cost................. 11,322 11,340
Equity Securities..................................... 2,12 2,816 1,749
Mortgage Loans on Real Estate......................... 2,12 18,964 17,216
Policy Loans.......................................... 12 5,842 5,714
Real Estate........................................... 2 7,744 8,761
Real Estate Joint Ventures............................ 4 851 753
Other Limited Partnership Interests................... 4 992 797
Leases and Leveraged Leases........................... 2 1,883 1,503
Short-Term Investments................................ 12 741 1,769
Other Invested Assets................................. 2,692 2,651
-------- --------
Total Investments................................... 128,886 128,665
Cash and Cash Equivalents.............................. 12 2,325 1,930
Deferred Policy Acquisition Costs...................... 7,227 6,508
Accrued Investment Income.............................. 1,611 1,961
Premiums and Other Receivables......................... 2,916 2,533
Deferred Income Taxes Receivable....................... 37 --
Other Assets........................................... 2,094 2,157
Separate Account Assets................................ 43,775 39,384
-------- --------
Total Assets........................................ $188,871 $183,138
======== ========
LIABILITIES AND EQUITY
LIABILITIES
Future Policy Benefits................................. 5 $ 69,223 $ 68,256
Policyholder Account Balances.......................... 5,12 47,674 48,133
Other Policyholder Funds............................... 12 4,179 4,006
Policyholder Dividends Payable......................... 1,817 1,825
Short- and Long-Term Debt.............................. 9,12 5,365 5,580
Income Taxes Payable: 6
Current............................................... 599 827
Deferred.............................................. -- 230
Other Liabilities...................................... 4,632 3,666
Separate Account Liabilities........................... 43,399 38,861
-------- --------
Total Liabilities................................... 176,888 171,384
-------- --------
Commitments and Contingencies (Notes 2, 4 and 10)
EQUITY
Retained Earnings...................................... 10,937 10,084
Net Unrealized Investment Gains........................ 3 1,028 1,646
Foreign Currency Translation Adjustments............... 18 24
-------- --------
Total Equity........................................ 13 11,983 11,754
-------- --------
Total Liabilities and Equity........................ $188,871 $183,138
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

The New York State Insurance Department (the "Department") recognizes only
statutory accounting practices for determining and reporting the financial
condition and results of operations of an insurance company for determining
solvency under the New York Insurance Law. No consideration is given by the
Department to financial statements prepared in accordance with generally
accepted accounting principles in making such determination.

32
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EARNINGS

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994 (IN MILLIONS)

<TABLE>
<CAPTION>
NOTES 1996 1995 1994
----- ------- ------- -------
<S> <C> <C> <C> <C>
REVENUES
Premiums....................................... 5 $11,462 $11,178 $10,078
Universal Life and Investment-Type Product Pol-
icy Fee Income................................ 1,173 1,105 883
Net Investment Income.......................... 3 8,848 8,711 8,283
Investment Gains, Net.......................... 3 603 199 4
Commissions, Fees and Other Income............. 1,152 741 636
------- ------- -------
Total Revenues................................ 23,238 21,934 19,884
------- ------- -------
BENEFITS AND OTHER DEDUCTIONS
Policyholder Benefits.......................... 5 12,525 11,976 11,179
Interest Credited to Policyholder Account Bal-
ances......................................... 2,868 3,143 3,040
Policyholder Dividends......................... 1,728 1,786 1,752
Other Operating Costs and Expenses............. 4,711 4,285 3,500
------- ------- -------
Total Benefits and Other Deductions........... 21,832 21,190 19,471
------- ------- -------
Earnings from Continuing Operations before In-
come Taxes.................................... 1,406 744 413
Income Taxes................................... 6 482 407 380
------- ------- -------
Earnings from Continuing Operations............ 924 337 33
------- ------- -------
Discontinued Operations:
(Loss) Earnings from Discontinued Operations
(Net of Income Tax (Benefit) Expense of $(18)
in 1996, $32 in 1995 and $54 in 1994)........ (52) (54) 81
(Loss) Gain on Disposal of Discontinued Opera-
tions (Net of Income Tax (Benefit) Expense of
$(11) in 1996 and $106 in 1995).............. (19) 416 --
------- ------- -------
(Loss) Earnings from Discontinued Operations... (71) 362 81
------- ------- -------
Net Earnings................................... 13 $ 853 $ 699 $ 114
======= ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

33
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1996 ,1995 AND 1994 (IN MILLIONS)

<TABLE>
<CAPTION>
NOTES 1996 1995 1994
----- ------- ------- ------
<S> <C> <C> <C> <C>
Retained Earnings, Beginning of Year........... $10,084 $ 9,385 $9,271
Net Earnings................................... 853 699 114
------- ------- ------
Retained Earnings, End of Year................. 10,937 10,084 9,385
------- ------- ------
Net Unrealized Investment Gains (Losses),
Beginning of Year.............................. 1,646 (955) 259
Cumulative Effect of Accounting Change......... 1 -- -- (1,247)
Change in Unrealized Investment (Losses) Gains. (618) 2,601 33
------- ------- ------
Net Unrealized Investment Gains (Losses), End
of Year........................................ 1,028 1,646 (955)
------- ------- ------
Foreign Currency Translation Adjustments,
Beginning of Year.............................. 24 (2) (17)
Change in Foreign Currency Translation
Adjustments.................................... (6) 26 15
------- ------- ------
Foreign Currency Translation Adjustments, End
of Year........................................ 18 24 (2)
------- ------- ------
Total Equity, End of Year...................... 13 $11,983 $11,754 $8,428
======= ======= ======
</TABLE>

See accompanying notes to consolidated financial statements.

34
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (IN MILLIONS)

<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Net Cash Provided by Operating Activities......... $ 3,688 $ 4,823 $ 3,980
Cash Flows from Investing Activities:
Sales, Maturities and Repayments of:
Fixed Maturities................................ 76,117 64,372 47,658
Equity Securities............................... 2,069 694 795
Mortgage Loans on Real Estate................... 2,380 3,182 2,684
Real Estate..................................... 1,948 1,193 688
Real Estate Joint Ventures...................... 410 387 471
Other Limited Partnership Interests............. 178 42 24
Purchases of:
Fixed Maturities................................ (76,225) (66,693) (51,073)
Equity Securities............................... (2,742) (781) (812)
Mortgage Loans on Real Estate................... (4,225) (2,491) (1,465)
Real Estate..................................... (859) (904) (773)
Real Estate Joint Ventures...................... (130) (285) (51)
Other Limited Partnership Interests............. (307) (87) (164)
Net Change in Short-Term Investments............. 1,028 (634) 198
Net Change in Policy Loans....................... (128) (112) (393)
Other, Net....................................... (438) (568) (107)
-------- -------- --------
Net Cash Used by Investing Activities............. (924) (2,685) (2,320)
-------- -------- --------
Cash Flows from Financing Activities:
Policyholder Account Balances
Deposits........................................ 17,167 16,017 15,580
Withdrawals..................................... (19,321) (19,142) (16,876)
Additions to Long-Term Debt...................... -- 692 148
Repayments of Long-Term Debt..................... (284) (389) (334)
Net Increase (Decrease) in Short-Term Debt....... 69 (78) 143
-------- -------- --------
Net Cash Used by Financing Activities............. (2,369) (2,900) (1,339)
-------- -------- --------
Change in Cash and Cash Equivalents............... 395 (762) 321
Cash and Cash Equivalents, Beginning of Year...... 1,930 2,692 2,371
-------- -------- --------
Cash and Cash Equivalents, End of Year............ $ 2,325 $ 1,930 $ 2,692
======== ======== ========
Supplemental Cash Flow Information:
Interest Paid.................................... $ 310 $ 280 $ 257
======== ======== ========
Income Taxes Paid................................ $ 497 $ 283 $ 161
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

35
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994 (IN MILLIONS)

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- ------
<S> <C> <C> <C>
Net Earnings......................................... $ 853 $ 699 $ 114
Adjustments to Reconcile Net Earnings to Net Cash
Provided by Operating Activities:
Change in Deferred Policy Acquisition Costs, Net... (391) (376) (538)
Change in Accrued Investment Income................ 350 (191) (70)
Change in Premiums and Other Receivables........... (106) (29) (458)
Undistributed (Income) Loss of Real Estate Joint
Ventures and Other Limited Partnerships........... 100 (95) 150
Gains from Sale of Investments and Businesses, Net. (573) (721) (4)
Depreciation and Amortization Expenses............. (18) 30 (25)
Interest Credited to Policyholder Account Balances. 2,868 3,143 3,040
Universal Life and Investment-Type Product Policy
Fee Income........................................ (1,173) (1,105) (883)
Change in Future Policy Benefits................... 2,149 2,332 2,089
Change in Other Policyholder Funds................. 181 (66) 65
Change in Policyholder Dividends Payable........... (8) 11 (55)
Change in Income Taxes Payable..................... (134) 327 503
Other, Net......................................... (410) 864 52
------- ------- ------
Net Cash Provided by Operating Activities............ $ 3,688 $ 4,823 $3,980
======= ======= ======
</TABLE>

See accompanying notes to consolidated financial statements.

36
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Metropolitan Life Insurance Company ("MetLife") and its subsidiaries
(collectively, the "Company") principally provide life insurance and annuity
products and pension, pension-related and investment-related services to
individuals, corporations and other institutions. The Company also provides
nonmedical health, disability and property and casualty insurance and offers
investment management, investment advisory, and commercial finance services.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles ("GAAP"). The New
York State Insurance Department (the "Department") recognizes only statutory
accounting practices for determining and reporting the financial condition and
results of operations of an insurance company for determining solvency under
the New York Insurance Law. No consideration is given by the Department to
financial statements prepared in accordance with GAAP in making such
determination.

The accompanying consolidated financial statements include the accounts of
MetLife and its subsidiaries, partnerships and joint venture interests in
which MetLife has control. Other equity investments in affiliated companies,
partnerships and joint ventures are generally reported on the equity basis.
Significant intercompany transactions and balances have been eliminated in
consolidation.

Minority interest related to subsidiaries, partnership and joint venture
interests that are consolidated amounted to $149 million and $137 million at
December 31, 1996 and 1995, respectively, and is included in other
liabilities. Minority interest in earnings of $30 million, $22 million and $5
million in 1996, 1995 and 1994, respectively, is included in other operating
costs and expenses.

In August 1996, MetLife completed a merger with New England Mutual Life
Insurance Company ("The New England") whereby The New England was merged
directly into MetLife. The merger was accounted for as a pooling of interest
and, accordingly, the accompanying consolidated financial statements include
the accounts and operations of The New England for all periods.

Prior to 1996, MetLife, as a mutual life insurance company, prepared its
financial statements in conformity with accounting practices prescribed or
permitted by the Department (statutory financial statements), which accounting
practices were considered to be GAAP for a mutual life insurance company. In
1996, MetLife adopted Interpretation No. 40, Applicability of Generally
Accepted Accounting Principles to Mutual Life Insurance and Other Enterprises
(the "Interpretation"), and Statement of Financial Accounting Standards
("SFAS") No. 120, Accounting and Reporting by Mutual Life Insurance
Enterprises and by Insurance Enterprises for Certain Long Duration
Participating Policies (the "Standard"), of the Financial Accounting Standards
Board ("FASB"). The Interpretation and the Standard required mutual life
insurance companies to adopt all standards promulgated by the FASB in their
general purpose financial statements. The financial statements of MetLife for
1995 and 1994 have been retroactively restated to reflect the adoption of all
applicable authoritative GAAP pronouncements. The effect of such adoption,
except for SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," has been reflected in equity at January 1, 1994 (see Note
13).

As of December 31, 1994, the Company adopted SFAS No. 115, which expanded
the use of fair value accounting for those securities that a company does not
have positive intent and ability to hold to maturity. Implementation of SFAS
No. 115 decreased consolidated equity at December 31, 1994, by $1,247 million,
net of deferred income taxes, amounts attributable to participating pension
contractholders and adjustments of deferred policy acquisition costs and
future policy benefits. In 1995, the FASB issued implementation guidance for
SFAS No. 115 and permitted companies a one-time opportunity, through December
31, 1995, to reassess the appropriateness of the classification of all
securities held at that time. On December 31, 1995, the Company transferred
$3,058 million of securities classified as held to maturity to the available
for sale portfolio. As a result, consolidated equity at December 31, 1995,
increased by

37
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

$135 million, excluding the effects of deferred income taxes, amounts
attributable to participating pension contractholders and adjustments of
deferred policy acquisition costs and future policy benefits.

VALUATION OF INVESTMENTS

Fixed maturity securities for which the Company has the positive intent and
ability to hold to maturity are stated principally at amortized cost and
include bonds and redeemable preferred stock. All other fixed maturity
securities are classified as available for sale and are reported at estimated
fair value. Equity securities are stated principally at estimated fair value
and include common stocks and nonredeemable preferred stocks. Unrealized
investment gains and losses on fixed maturity securities available for sale
and equity securities are reported as a separate component of equity. Such
amounts are net of related deferred income taxes, amounts attributable to
participating pension contractholders and adjustments of deferred policy
acquisition costs and future policy benefits relating to unrealized gains on
available for sale securities. Costs of fixed maturity and equity securities
are adjusted for impairments in value deemed to be other than temporary. All
security transactions are recorded on a trade date basis.

Mortgage loans in good standing are carried at outstanding principal
balances less unaccreted discounts. Mortgage loans are considered impaired
when, based on current information and events, it is probable that the Company
will be unable to collect all amounts due according to the contract terms of
the loan agreement. When the Company determines that a loan is impaired, an
allowance for loss is established for the difference between the carrying
value of the mortgage loan and the estimated fair value. Estimated fair value
is based on either the present value of expected future cash flows discounted
at the loan's effective interest rate, the loan's observable market price or
the fair value of the collateral. The provision for losses is reported as a
realized investment loss. Mortgage loans deemed to be uncollectible are
charged against the allowance for losses and subsequent recoveries, if any,
are credited to the allowance for losses.

Investment real estate, including real estate acquired in satisfaction of
debt, is generally stated at depreciated cost (or amortized cost for capital
leases). At the date of foreclosure, real estate acquired in satisfaction of
debt is recorded at estimated fair value. Cost is adjusted for impairment
whenever events or changes in circumstances indicate that the carrying amount
of the investment may not be recoverable. In performing the review for
recoverability, management estimates future cash flows expected from real
estate investments including proceeds on disposition. If the sum of such
expected future cash flows (undiscounted and without interest charges) is less
than the carrying amount of the real estate, an impairment loss is recognized.
Measurement of impairment losses is based on the estimated fair market value
of the real estate, which is generally computed using the present value of
expected future cash flows discounted at a rate commensurate with underlying
risks. Real estate investments that management intends to sell in the near
term are reported at the lower of cost or estimated fair market value less
allowances for the estimated cost of sales. Changes in allowances relating to
real estate to be disposed of and impairments of real estate are reported as
realized investment gains or losses.

Depreciation, including charges relating to capital leases, of real estate
is computed using the straight-line method over the estimated useful lives of
the properties, which generally range from 20 to 40 years or the terms of the
lease, if shorter. Accumulated depreciation and amortization on real estate
was $2,109 million and $2,187 million at December 31, 1996 and 1995,
respectively. Depreciation and amortization expense totaled $348 million, $427
million and $356 million for the years ended December 31, 1996, 1995 and 1994,
respectively.

Policy loans are stated at unpaid principal balances. Short-term investments
are stated at amortized cost, which approximates fair value.

The Company acts as the lessor of equipment in both direct financing and
operating lease transactions. At lease commencement, the Company records the
aggregate future minimum lease payments due, the estimated residual value of
the leased equipment and unearned lease income for direct financing leases.
The unearned lease income represents the excess of aggregate future minimum
lease receipts plus the estimated residual value over the cost of the leased
equipment or its net capitalized value. Lease income is recognized over the
term of the lease in a manner which reflects a level yield on the net
investment in the lease. Certain origination fees and costs are deferred and
recognized over the term of the lease using the interest method. For operating
lease transactions, the cost of equipment or its net realizable value is
depreciated on a straight-line basis over its estimated economic life and
lease income is recorded as earned.

38
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The Company participates in leasing transactions in which it supplies only a
portion of the purchase price, but generally has the entire equity interest in
the equipment and rentals receivable (leveraged leases). These interests,
however, are subordinated to the interests of the lenders supplying the
nonequity portion of the repurchase price. The financing is generally in the
form of long-term debt that provides for no recourse against the Company and
is collateralized by the property. The investment in leveraged leases is
recorded net of the nonrecourse debt. Revenue, including related tax benefits,
is recorded over the term of the lease at a level rate of return. Management
regularly reviews residual values and writes down residuals to expected values
as needed.

INVESTMENT RESULTS

Realized investment gains and losses are determined by specific
identification and are presented as a component of revenues. Valuation
allowances are netted against asset categories to which they apply and
provisions for losses for investments are included in investment gains and
losses.

PROPERTY AND EQUIPMENT

Property and equipment and leasehold improvements are included in other
assets, and are stated at cost, less accumulated depreciation and
amortization. Depreciation, including charges relating to capitalized leases,
is provided using the straight-line or sum of the years digits methods over
the estimated useful lives of the assets, which generally range from 20 to 40
years for real estate and five to 15 years or the term of the lease, if
shorter, for all other property and equipment. Amortization of leasehold
improvements is provided using the straight-line method over the lesser of the
term of the lease or the estimated useful life of the improvements.

RECOGNITION OF INCOME AND EXPENSES

Premiums from traditional life and annuity policies with life contingencies
are generally recognized as income when due. Benefits and expenses are matched
with such income so as to result in the recognition of profits over the life
of the contract. This match is accomplished by means of the provision for
liabilities for future policy benefits and the deferral and subsequent
amortization of policy acquisition costs.

For contracts with a single premium, or limited number of premium payments
due over a significantly shorter period of time than the total period over
which benefits are provided ("limited payment contracts"), premiums are
recorded as income when due with any excess profit deferred and recognized in
income in a constant relationship to insurance in force or, for annuities, the
amount of expected future benefit payments.

Premiums from nonmedical health contracts are recognized as income on a pro
rata basis over the contract terms.

Premiums from universal life and investment-type contracts are reported as
deposits to policyholder account balances. Revenues from these contracts
consist of amounts assessed during the period against policyholder account
balances for mortality, policy administration and surrender charges. Policy
benefits and claims that are charged to expenses include benefit claims
incurred in the period in excess of related policyholder account balances and
interest credited to policyholder account balances.

Property and liability premiums are generally recognized as revenue on a pro
rata basis over the policy term. Unearned premiums are included in other
liabilities and are computed principally by the monthly pro rata method.

DEFERRED POLICY ACQUISITION COSTS

The costs of acquiring new business, principally commissions, agency and
policy issue expenses, all of which vary with and are primarily related to the
production of new business, have been deferred. Deferred policy acquisition
costs are subject to recoverability testing at the time of policy issue and
loss recognition testing at the end of each accounting period.

Deferred policy acquisition costs are amortized over 40 years for
participating traditional life and 30 years for universal life and investment-
type products as a constant percentage of estimated gross margins or profits
arising principally from surrender charges and interest, mortality and expense
margins based on historical and anticipated

39
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

future experience, updated regularly. The effects of revisions to experience
on previous amortization of deferred policy acquisition costs are reflected in
earnings in the period estimated gross margins or profits are revised.

For nonparticipating traditional life and annuity policies with life
contingencies, deferred policy acquisition costs are amortized in proportion
to anticipated premiums. Assumptions as to anticipated premiums are estimated
at the date of policy issue and are consistently applied during the life of
the contracts. Deviations from estimated experience are reflected in earnings
in the period such deviations occur. For these contracts, the amortization
periods generally are for the estimated life of the policy.

For nonmedical health insurance contracts, deferred policy acquisition costs
are amortized over the life of the contracts (generally 10 years) in
proportion to anticipated premium revenue at the time of issue.

For property and liability insurance, deferred policy acquisition costs are
amortized over the terms of policies or reinsurance treaties.

VALUE OF INSURANCE BUSINESS ACQUIRED AND GOODWILL

The cost of insurance acquired of $358 million and $381 million at December
31, 1996 and 1995, respectively, and the excess of purchase price over the
fair value of net assets acquired of $17 million and $22 million at December
31, 1996 and 1995, respectively, are included in other assets. The cost of
insurance acquired is being amortized over the expected policy or contract
duration in relation to the present value of estimated gross profits from such
policies and contracts. Accumulated amortization of cost of insurance acquired
was $48 million and $18 million at December 31, 1996 and 1995, respectively,
and related amortization expense was $30 million, $27 million and $2 million
for the years ended December 31, 1996, 1995 and 1994, respectively. The excess
of purchase price over the fair value of assets acquired is being amortized
generally over a 10 year period using the straight-line method. Accumulated
amortization of cost in excess of net assets acquired was $48 million and $43
million at December 31, 1996 and 1995, respectively, and related amortization
expense was $5 million, $5 million and $6 million for the years ended December
31, 1996, 1995 and 1994, respectively.

FUTURE POLICY BENEFITS AND POLICYHOLDER ACCOUNT BALANCES

Future policy benefit liabilities for participating traditional life
insurance policies are equal to the aggregate of net level premium reserves
for death and endowment policy benefits, the liability for terminal dividends
and premium deficiency reserves. The net level premium reserve is calculated
based on the nonforfeiture interest rate, ranging from 2.5 percent to 7.0
percent, and mortality rates guaranteed in calculating the cash surrender
values described in such contracts. Premium deficiency reserves are
established, if necessary, when the liabilities for future policy benefits
plus the present value of expected future gross premiums are insufficient to
provide for expected future policy benefits and expenses after deferred policy
acquisition costs are written off.

Future policy benefit liabilities for traditional annuities during the
accumulation period are equal to accumulated contractholder fund balances and,
after annuitization, are equal to the present value of expected future
payments. Interest rates used in establishing future policy benefit
liabilities range from 2.5 percent to 7.0 percent for life insurance policies
and 6.0 percent to 8.25 percent for annuity contracts.

Policyholder account balances for universal life and investment-type
contracts are equal to the policy account values. The policy account values
represent an accumulation of gross premium payments plus credited interest
less expense and mortality charges and withdrawals.

Benefit liabilities for nonmedical health insurance are calculated using the
net level premium method and assumptions as to future morbidity, withdrawals
and interest, which provide a margin for adverse deviation. Benefit
liabilities for disabled lives are estimated using the present value of
benefits method and experience assumptions as to claim terminations, expenses
and interest.

For property and liability insurance, the liability for unpaid reported
losses is based on a case by case or overall estimate using the Company's past
experience. A provision is also made for losses incurred but not reported on
the basis of estimates and past experience.

40
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

INCOME TAXES

MetLife and its eligible life insurance and nonlife insurance subsidiaries
file a consolidated federal income tax return. The future tax consequences of
temporary differences between financial reporting and tax basis of assets and
liabilities are measured as of the balance sheet dates and are recorded as
deferred tax assets or liabilities.

SEPARATE ACCOUNT OPERATIONS

Separate Accounts are established in conformity with insurance laws and are
generally not chargeable with liabilities that arise from any other business
of the Company. Separate Account assets are subject to general account claims
only to the extent the value of such assets exceeds the Separate Account
liabilities. Separate Account assets and liabilities also include assets and
liabilities relating to unit-linked products sold in the United Kingdom.

Investments held in the Separate Accounts (stated at estimated fair market
value) and liabilities of the Separate Accounts (including participants'
corresponding equity in the Separate Accounts) are reported separately as
assets and liabilities. Deposits to Separate Accounts are reported as
increases in Separate Account liabilities and are not reported in revenues.
Mortality, policy administration and surrender charges to all Separate
Accounts are included in revenues.

POLICYHOLDER DIVIDENDS

The amount of policyholder dividends to be paid is determined annually by
the Board of Directors. The aggregate amount of policyholder dividends is
related to actual interest, mortality, morbidity and expense experience for
the year and management's judgment as to the appropriate level of statutory
surplus to be retained by the Company.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes cash on hand, amounts due from banks and
highly liquid debt instruments purchased with an original maturity of three
months or less.

CONSOLIDATED STATEMENTS OF CASH FLOWS--NON CASH TRANSACTIONS

For the years ended December 31, 1996, 1995 and 1994, respectively, real
estate of $189 million, $429 million and $273 million was acquired in
satisfaction of debt. At December 31, 1996 and 1995, the Company owned real
estate acquired in satisfaction of debt of $456 million and $649 million,
respectively. During 1995 and 1994, respectively, the company assumed
liabilities of $1,573 million and $88 million and received assets of $1,573
million and $86 million through assumption of certain businesses from other
insurance companies.

DISCONTINUED OPERATIONS

In January 1995, the Company contributed its group medical benefits
businesses to a corporate joint venture, The MetraHealth Companies, Inc.
("MetraHealth"). In October 1995, the Company sold its investment in
MetraHealth to United HealthCare Corporation. For its interest in MetraHealth,
the Company received $485 million face amount of United HealthCare Corporation
convertible preferred stock and $326 million in cash (including additional
consideration of $50 million in 1996). The sale resulted in an aftertax loss
of $36 million in 1996 and an aftertax gain of $372 million in 1995. Operating
losses in 1996 related principally to the finalization of the transfer of
group medical contracts to MetraHealth. The Company also has the right to
receive from United HealthCare Corporation up to approximately $169 million in
cash based on the 1997 consolidated financial results of United HealthCare
Corporation.

During 1995, the company also sold its real estate brokerage, mortgage
banking and mortgage administration operations for an aggregate consideration
of $251 million (including additional cash consideration of $25 million in
1996), resulting in aftertax gains of $17 million in 1996 and $44 million in
1995.

These operations are accounted for as discontinued operations and,
accordingly, are segregated in the accompanying consolidated statements of
earnings.

41
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

FOREIGN CURRENCY TRANSLATION

Assets and liabilities of foreign operations and subsidiaries are translated
at the exchange rate in effect at year end. Revenues and benefits and other
expenses are translated at the average rate prevailing during the year.
Translation adjustments arising from the use of differing exchange rates from
period to period are charged or credited directly to equity.

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. INVESTMENTS

FIXED MATURITY AND EQUITY SECURITIES

The cost or amortized cost, gross unrealized gain and loss and estimated
fair value of fixed maturity and equity securities, by category, are shown
below.

HELD TO MATURITY SECURITIES--DECEMBER 31, 1996 (in millions)

<TABLE>
<CAPTION>
GROSS UNREALIZED
AMORTIZED ------------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
--------- --------- ------ ----------
<S> <C> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and
obligations of U. S. government
corporations and agencies.......... $ 48 $ 3 $ 51
States and political subdivisions... 58 1 59
Foreign governments................. 260 5 265
Corporate........................... 7,520 236 $ 64 7,692
Mortgage-backed securities.......... 689 1 16 674
Other............................... 2,746 85 24 2,807
------- -------- --------- -------
Total bonds........................ 11,321 331 104 11,548
Redeemable preferred stocks.......... 1 -- -- 1
------- -------- --------- -------
Total Fixed Maturities............. $11,322 $ 331 $ 104 $11,549
======= ======== ========= =======

HELD TO MATURITY SECURITIES--DECEMBER 31, 1995 (in millions)

Fixed Maturities:
Bonds:
U. S. Treasury securities and
obligations of U. S. government
corporations and agencies.......... $ 63 $ 3 $ 66
States and political subdivisions... 57 -- 57
Foreign governments................. 194 10 204
Corporate........................... 8,039 398 $ 33 8,404
Mortgage-backed securities.......... 860 5 31 834
Other............................... 2,126 128 5 2,249
------- -------- --------- -------
Total bonds........................ 11,339 544 69 11,814
Redeemable preferred stocks.......... 1 -- -- 1
------- -------- --------- -------
Total Fixed Maturities............. $11,340 $544 $ 69 $11,815
======= ======== ========= =======
</TABLE>

42
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

AVAILABLE FOR SALE SECURITIES--DECEMBER 31, 1996 (in millions)

<TABLE>
<CAPTION>
GROSS
UNREALIZED
-----------
ESTIMATED
AMORTIZED FAIR
COST GAIN LOSS VALUE
--------- ------ ---- ---------
Fixed Maturities:
Bonds:
<S> <C> <C> <C> <C>
U. S. Treasury securities and obligations of
U. S. government corporations and agencies.. $12,949 $ 901 $128 $13,722
States and political subdivisions............ 536 13 1 548
Foreign governments.......................... 2,597 266 6 2,857
Corporate.................................... 32,520 1,102 294 33,328
Mortgage-backed securities................... 21,200 407 91 21,516
Other........................................ 2,511 90 30 2,571
------- ------ ---- -------
Total bonds.................................. 72,313 2,779 550 74,542
Redeemable preferred stocks................... 500 -- 3 497
------- ------ ---- -------
Total Fixed Maturities....................... $72,813 $2,779 $553 $75,039
======= ====== ==== =======
Equity Securities:
Common stocks................................. $ 1,882 $ 648 $ 55 $ 2,475
Nonredeemable preferred stocks................ 371 51 81 341
------- ------ ---- -------
Total Equity Securities...................... $ 2,253 $ 699 $136 $ 2,816
======= ====== ==== =======
</TABLE>

AVAILABLE FOR SALE SECURITIES--DECEMBER 31, 1995 (in millions)

<TABLE>
<S> <C> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and obligations
of U. S. government corporations and agencies.... $15,963 $2,194 $ 4 $18,153
States and political subdivisions................. 54 1 -- 55
Foreign governments............................... 1,851 195 -- 2,046
Corporate......................................... 29,742 1,905 124 31,523
Mortgage-backed securities........................ 21,255 707 28 21,934
Other............................................. 1,788 235 7 2,016
------- ------ ---- -------
Total bonds....................................... 70,653 5,237 163 75,727
Redeemable preferred stocks......................... 593 95 3 685
------- ------ ---- -------
Total Fixed Maturities.............................. $71,246 $5,332 $166 $76,412
======= ====== ==== =======
Equity Securities:
Common stocks...................................... $ 1,372 $ 389 $134 $ 1,627
Nonredeemable preferred stocks..................... 167 2 47 122
------- ------ ---- -------
Total Equity Securities........................... $ 1,539 $ 391 $181 $ 1,749
======= ====== ==== =======
</TABLE>

43
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The amortized cost and estimated fair value of bonds classified as held to
maturity, by contractual maturity, are shown below.

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
<S> <C> <C>
DECEMBER 31, 1996 (in millions)
Due in one year or less........................ $ 389 $ 391
Due after one year through five years.......... 3,317 3,413
Due after five years through 10 years.......... 5,444 5,562
Due after 10 years............................. 1,482 1,508
------- -------
Subtotal...................................... 10,632 10,874
Mortgage-backed securities..................... 689 674
------- -------
Total........................................ $11,321 $11,548
======= =======
</TABLE>

The amortized cost and estimated fair value of bonds classified as available
for sale, by contractual maturity, are shown below.

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
<S> <C> <C>
DECEMBER 31, 1996 (in millions)
Due in one year or less........................ $ 1,842 $ 1,844
Due after one year through five years.......... 13,659 13,957
Due after five years through 10 years.......... 15,729 16,228
Due after 10 years............................. 19,883 20,997
------- -------
Subtotal...................................... 51,113 53,026
Mortgage-backed securities..................... 21,200 21,516
------- -------
Total........................................ $72,313 $74,542
======= =======
</TABLE>

Bonds not due at a single maturity date have been included in the above tables
in the year of final maturity. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or prepay obligations
with or without prepayment penalties.

MORTGAGE LOANS

Mortgage loans are collateralized by properties principally located
throughout the United States and Canada. At December 31, 1996, approximately
16 percent and 7 percent of the properties were located in California and
Illinois, respectively. Generally, the Company (as the lender) requires that a
minimum of one-fourth of the purchase price of the underlying real estate be
paid by the borrower.

The mortgage loan investments were categorized as follows:

<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
DECEMBER 31
Office buildings..................................................... 30% 32%
Retail............................................................... 19% 18%
Residential.......................................................... 16% 17%
Agricultural......................................................... 18% 16%
Other................................................................ 17% 17%
--- ---
Total.............................................................. 100% 100%
=== ===
</TABLE>

Many of the Company's real estate joint ventures have loans with the
Company. The carrying values of such mortgages were $869 million and $1,164
million at December 31, 1996 and 1995, respectively.

44
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Mortgage loan valuation allowances and changes thereto are shown below.

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
DECEMBER 31 (in millions)
Balance, beginning of year.................................... $466 $483 $569
Additions charged to income................................... 144 107 89
Deductions for writedowns and dispositions.................... (166) (124) (175)
---- ---- ----
Balance, end of year.......................................... $444 $466 $483
==== ==== ====
</TABLE>

Impaired mortgage loans and related valuation allowances are as follows:

<TABLE>
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
DECEMBER 31 (in millions)
Impaired mortgage loans with valuation allowances............... $1,677 $2,028
Impaired mortgage loans with no valuation allowances............ 165 389
------ ------
Recorded investment in impaired mortgage loans.................. 1,842 2,417
Valuation allowances............................................ (427) (449)
------ ------
Net impaired mortgage loans..................................... $1,415 $1,968
====== ======
</TABLE>

During the years ended December 31, 1996 and 1995, the Company's average
recorded investment in impaired mortgage loans was $2,113 million and $2,365
million, respectively. Interest income recognized on these impaired mortgage
loans totaled $122 million and $169 million for the years ended December 31,
1996 and 1995, respectively. Interest income earned on loans where the
collateral value is used to measure impairment is recorded on a cash basis.
Interest income on loans, where the present value method is used to measure
impairment, is accrued on the net carrying value amount of the loan at the
interest rate used to discount the cash flows.

REAL ESTATE

Real Estate valuation allowances and changes thereto are shown below.

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Balance, beginning of year.................................... $743 $622 $674
Additions charged to income................................... 127 358 82
Deductions for writedowns and dispositions.................... (341) (237) (134)
---- ---- ----
Balance, end of year.......................................... $529 $743 $622
==== ==== ====
</TABLE>

The above table does not include valuation reserves of $118 million, $167
million and $95 million at December 31, 1996, 1995 and 1994, respectively,
relating to investments in real estate joint ventures.

Prior to 1996, the Company established valuation allowances for impaired
real estate investments. During 1996, $150 million of valuation allowances
relating to real estate held for investment were applied as writedowns to
specific properties. The balance in the real estate valuation allowance at
December 31, 1996, relates to properties that management has committed to a
plan of sale. The carrying value, net of valuation allowances, of properties
committed to a plan of sale was $1,844 million at December 31, 1996. Net
investment income relating to such properties was $60 million for the year
ended December 31, 1996.

45
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

LEASES AND LEVERAGED LEASES

The Company's investment in direct financing leases and leveraged leases is
summarized below.

<TABLE>
<CAPTION>
DIRECT FINANCING LEVERAGED
LEASES LEASES TOTAL
------------------ ------------ --------------
1996 1995 1996 1995 1996 1995
-------- -------- ------ ---- ------ ------
<S> <C> <C> <C> <C> <C> <C>
DECEMBER 31 (in millions)
Investment.................... $ 1,247 $ 1,054 $ 507 $298 $1,754 $1,352
Estimated Residual Values..... 238 231 543 445 781 676
-------- -------- ------ ---- ------ ------
Total........................ 1,485 1,285 1,050 743 2,535 2,028
Unearned Income............... (336) (295) (316) (230) (652) (525)
-------- -------- ------ ---- ------ ------
Net Investment................ $ 1,149 $ 990 $ 734 $513 $1,883 $1,503
======== ======== ====== ==== ====== ======
</TABLE>

The investment amounts set forth above are due primarily in monthly
installments. The payment periods generally range from three to eight years,
but in certain circumstances are as long as 20 years. Average yields range
from 7 percent to 12 percent. These receivables are generally collateralized
by the related property.

Scheduled aggregate receipts for the investment and estimated residual values
in direct financing leases are:

<TABLE>
<CAPTION>
DIRECT
FINANCING RESIDUALS TOTAL
--------- --------- ------
<S> <C> <C> <C>
YEAR ENDING DECEMBER 31 (in millions)
1997.............................................. $ 236 $ 20 $ 256
1998.............................................. 209 9 218
1999.............................................. 189 25 214
2000.............................................. 167 26 193
2001.............................................. 128 23 151
Thereafter.......................................... 318 135 453
------ ---- ------
Total............................................... $1,247 $238 $1,485
====== ==== ======
</TABLE>

Historical collection experience indicates that a portion of the above
amounts will be paid prior to contractual maturity. Accordingly, the future
receipts, as shown above, should not be regarded as a forecast of future cash
flow.

FINANCIAL INSTRUMENTS

The Company has a securities lending program whereby large blocks of
securities are loaned to third parties, primarily major brokerage firms.
Company policy requires a minimum of 102 percent of the fair value of the
loaned securities to be separately maintained as collateral for the loans. The
collateral is recorded in memorandum records and is not reflected in the
accompanying consolidated balance sheets. To further minimize the credit risks
related to this lending program, the Company regularly monitors the financial
condition of counterparties to these agreements.

The Company engages in a variety of derivative transactions. Certain
derivatives, such as forwards, futures, options and swaps, which do not
themselves generate interest or dividend income, are acquired or sold in order
to hedge or reduce risks applicable to assets held, or expected to be
purchased or sold, and liabilities incurred or expected to be incurred. The
Company may also sell covered call options for income generation purposes from
time to time. The Company does not engage in trading of these derivatives.

Derivative financial instruments involve varying degrees of market risk
resulting from changes in the volatility of interest rates, foreign currency
exchange rates or market values of the underlying financial instruments. The
Company's risk of loss is typically limited to the fair value of these
instruments and not by the notional or contractual amounts which reflect the
extent of involvement but not necessarily the amounts subject to risk. Credit
risk arises from

46
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

the possible inability of counterparties to meet the terms of the contracts.
Credit risk due to counterparty nonperformance associated with these
instruments is the unrealized gain, if any, reflected by the fair value of
such instruments.

During the three year period ended December 31, 1996, the Company employed
several ongoing derivatives strategies. The Company entered into a number of
anticipatory hedges using securities forwards, futures and interest rate swaps
to limit the interest rate exposure of investments expected to be acquired or
sold within one year. The Company also executed swaps and foreign currency
forwards to hedge, including on an anticipatory basis, the foreign currency
risk of foreign currency denominated investments. The Company also used
interest rate swaps and forwards to reduce risks from changes in interest
rates and exposures arising from mismatches between assets and liabilities. In
addition, the Company has used interest rate caps to reduce the market and
interest rate risks relating to certain assets and liabilities.

Income and expenses related to derivatives used to hedge or manage risks are
recorded on the accrual basis as an adjustment to the yield of the related
securities over the periods covered by the derivative contracts. Gains and
losses relating to early terminations of interest rate swaps used to hedge or
manage interest rate risk are deferred and amortized over the remaining period
originally covered by the swap. Gains and losses relating to derivatives used
to hedge the risks associated with anticipated transactions are deferred and
utilized to adjust the basis of the transaction once it has closed. If it is
determined that the transaction will not close, such gains and losses are
included in realized investment gains and losses.

ASSETS ON DEPOSIT

As of December 31, 1996 and 1995, the Company had assets on deposit with
regulatory agencies of $4,062 million and $3,917 million, respectively.

3. INVESTMENT INCOME AND INVESTMENT GAINS

The sources of investment income are as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Fixed maturities........................................ $6,042 $6,006 $5,682
Equity securities....................................... 60 45 53
Mortgage loans on real estate........................... 1,523 1,501 1,573
Policy loans............................................ 399 394 359
Real estate............................................. 1,647 1,833 1,870
Real estate joint ventures.............................. 21 41 (99)
Other limited partnership interests..................... 70 23 40
Leases and leveraged leases............................. 135 113 92
Cash, cash equivalents and short-term investments....... 214 231 146
Other investment income................................. 281 326 337
------ ------ ------
Gross investment income................................. 10,392 10,513 10,053
Investment expenses..................................... (1,544) (1,802) (1,770)
------ ------ ------
Investment income, net.................................. $8,848 $8,711 $8,283
====== ====== ======
</TABLE>

47
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Investment gains (losses), including changes in valuation allowances, are
summarized as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ -------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Fixed maturities...................................... $ 234 $ 621 $ (97)
Equity securities..................................... 78 (5) 141
Mortgage loans on real estate......................... (86) (51) (41)
Real estate........................................... 165 (375) (20)
Real estate joint ventures............................ 206 (16) 18
Other limited partnership interests................... 82 117 28
Other................................................. (76) (92) (25)
------ ------ -------
Investment gains, net................................. $ 603 $ 199 $ 4
====== ====== =======
Proceeds from the sales of bonds classified as available for sale during
1996, 1995 and 1994 were $74,580 million, $58,537 million and $43,903 million,
respectively. During 1996, 1995 and 1994, respectively, gross gains of $1,069
million, $1,013 million and $642 million and gross losses of $842 million, $402
million and $719 million were realized on those sales. Proceeds from the sale
of bonds classified as held to maturity during 1996, 1995 and 1994 were $1,281
million, $1,806 million and $1,797 million, respectively. During 1996, 1995 and
1994, respectively, gross gains of $10 million, $17 million and $9 million and
gross losses of $1 million, $4 million and $13 million were realized on those
sales. Sales of held to maturity bonds were principally due to prepayments and
callable features on privately placed bonds.
The net unrealized investment gains (losses), which are included in the
consolidated balance sheets as a component of equity, and the changes for the
corresponding years are summarized as follows:
<CAPTION>
1996 1995 1994
------ ------ -------
<S> <C> <C> <C>
DECEMBER 31 (in millions)
Balance, end of year, comprised of:
Unrealized investment gains (losses) on:
Fixed maturities.................................... $2,226 $5,166 $(2,328)
Equity securities................................... 563 210 41
Other............................................... 474 380 378
------ ------ -------
3,263 5,756 (1,909)
Amounts of unrealized investment gains (losses) at-
tributable to:
Participating pension contracts..................... (9) (350) (92)
Loss recognition.................................... (1,219) (2,064) (1)
Deferred policy acquisition cost allowances......... (420) (748) 499
Deferred income tax (expense) benefit............... (587) (948) 548
------ ------ -------
Balance, end of year.................................. $1,028 $1,646 $ (955)
====== ====== =======
</TABLE>

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Balance, beginning of year:............................ $1,646 $ (955) $ 259
Change in unrealized investment gains (losses)........ (2,493) 7,665 50
Unrealized loss at date of adoption of SFAS No. 115... -- -- (2,449)
Change in unrealized investment gains (losses)
attributable to:
Participating pension contracts...................... 341 (258) (86)
Loss recognition..................................... 845 (2,063) 21
Deferred policy acquisition cost allowances.......... 328 (1,247) 550
Deferred income tax (expense) benefit................ 361 (1,496) 700
------ ------ ------
Balance, end of year................................... $1,028 $1,646 $ (955)
====== ====== ======
</TABLE>

48
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

4. REAL ESTATE JOINT VENTURES AND OTHER LIMITED PARTNERSHIP INTERESTS

Summarized combined financial information of real estate joint ventures and
other limited partnership interests accounted for under the equity method, in
which the Company has an investment of $10 million or greater and an equity
interest of 10 percent or greater, is as follows:
<TABLE>
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
DECEMBER 31 (in millions)
Assets:
Investments in real estate, at depreciated cost.................. $1,030 $1,409
Investments in securities, generally at estimated fair value..... 621 534
Cash and cash equivalents........................................ 37 33
Other............................................................ 1,030 1,005
------ ------
Total assets...................................................... $2,718 $2,981
====== ======
Liabilities:
Borrowed funds--third party...................................... $ 243 $ 264
Borrowed funds--MetLife.......................................... 69 133
Other............................................................ 915 933
------ ------
Total liabilities................................................. 1,227 1,330
------ ------
Partners' Capital................................................. $1,491 $1,651
====== ======
MetLife equity in partners' capital included above................ $ 786 $1,103
====== ======
</TABLE>

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Operations:
Revenues of real estate joint ventures...................... $275 $364 $357
Revenues of other limited partnerships interests............ 297 417 287
Interest expense--third party............................... (11) (26) (24)
Interest expense--MetLife................................... (19) (31) (27)
Other expenses.............................................. (411) (501) (499)
---- ---- ----
Net earnings................................................. $131 $223 $ 94
==== ==== ====
MetLife earnings from real estate joint ventures and other
limited partnership interests
included above.............................................. $ 34 $ 28 $ 9
==== ==== ====
</TABLE>

5. REINSURANCE AND OTHER INSURANCE TRANSACTIONS

In the normal course of business, the Company assumes and cedes insurance
with other insurance companies. The accompanying consolidated statements of
earnings are presented net of reinsurance ceded.

The effect of reinsurance on premiums earned is as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Direct premiums...................................... $12,569 $11,944 $11,309
Reinsurance assumed.................................. 508 812 227
Reinsurance ceded.................................... (1,615) (1,578) (1,458)
------- ------- -------
Net premiums earned.................................. $11,462 $11,178 $10,078
======= ======= =======
</TABLE>

Policyholder benefits in the accompanying consolidated statements of
earnings are presented net of reinsurance recoveries of $1,667 million, $1,523
million and $1,328 million for the years ended December 31, 1996, 1995 and
1994, respectively. Premiums and other receivables in the accompanying
consolidated balance sheets include reinsurance recoverables of $700 million
and $458 million at December 31, 1996 and 1995, respectively.

49
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

A contingent liability exists with respect to reinsurance ceded should the
reinsurers be unable to meet their obligations.

The Company acquired, in part through reinsurance effective in January 1995,
group life, dental, disability, accidental death and dismemberment, vision and
long-term care insurance businesses for $403 million, $53 million of which was
paid in 1994. In January 1995, the Company received assets with a fair market
value equal to the $1,565 million of liabilities assumed under the reinsurance
agreements. The reinsured contracts converted to Company contracts at policy
anniversary dates.

Activity in the liability for unpaid losses and loss adjustment expenses
relating to property and casualty and group accident and nonmedical health
policies and contracts is summarized as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Balance at January 1.................................... $3,296 $2,670 $2,553
Less reinsurance recoverables.......................... 214 104 88
------ ------ ------
Net balance at January 1................................ 3,082 2,566 2,465
------ ------ ------
Incurred related to:
Current year........................................... 2,951 3,420 2,831
Prior years............................................ (114) (68) (75)
------ ------ ------
Total incurred.......................................... 2,837 3,352 2,756
------ ------ ------
Paid related to:
Current year........................................... 1,998 2,053 1,887
Prior years............................................ 791 783 768
------ ------ ------
Total paid.............................................. 2,789 2,836 2,655
------ ------ ------
Net balance at December 31.............................. 3,130 3,082 2,566
Plus reinsurance recoverables.......................... 215 214 104
------ ------ ------
Balance at December 31.................................. $3,345 $3,296 $2,670
====== ====== ======
</TABLE>

The Company has exposure to catastrophes, which are an inherent risk of the
property and casualty insurance business and could contribute to material
fluctuations in the Company's results of operations. The Company uses excess
of loss and quota share reinsurance arrangements to reduce its catastrophe
losses and provide diversification of risk.

6. INCOME TAXES

Income tax expense for U.S. operations has been calculated in accordance
with the provisions of the Internal Revenue Code, as amended (the "Code").
Under the Code, the amount of Federal income tax expense incurred by mutual
life insurance companies includes an equity tax calculated by a prescribed
formula that incorporates a differential earnings rate between stock and
mutual life insurance companies.

MetLife and its eligible subsidiaries file a consolidated U. S. income tax
return and separate income tax returns as required. The Company uses the
liability method of accounting for income taxes. Income tax provisions are
based on income reported for financial statement purposes. Deferred income
taxes arise from the recognition of temporary differences between income
determined for financial reporting purposes and taxable income.

50
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

INCOME TAX EXPENSE (BENEFIT) OF CONTINUING OPERATIONS

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
------- -------- -----
<S> <C> <C> <C>
1996 (in millions)
Federal.................................................. $346 $ 66 $412
State and local.......................................... 25 6 31
Foreign.................................................. 27 12 39
---- ---- ----
Total.................................................. $398 $ 84 $482
==== ==== ====
1995 (in millions)
Federal.................................................. $241 $ 65 $306
State and local.......................................... 52 3 55
Foreign.................................................. 22 24 46
---- ---- ----
Total.................................................. $315 $ 92 $407
==== ==== ====
1994 (in millions)
Federal.................................................. $443 $(95) $348
State and local.......................................... 15 (5) 10
Foreign.................................................. 17 5 22
---- ---- ----
Total.................................................. $475 $(95) $380
==== ==== ====
</TABLE>

Reconciliations of the differences between income taxes of continuing
operations computed at the federal statutory tax rates and consolidated
provisions for income taxes are as follows:

<TABLE>
<CAPTION>
1996 1995 1994
------ ---- ----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Income before taxes........................................ $1,406 $744 $413
Income tax rate............................................ 35% 35% 35%
------ ---- ----
Expected income tax expense at federal statutory income tax
rate....................................................... 492 260 145
Tax effect of:
Tax exempt investment income.............................. (18) (9) (9)
Differential earnings amount.............................. 38 67 206
State and local income taxes.............................. 23 37 5
Foreign operations........................................ (7) 25 3
Tax credits............................................... (15) (15) --
Prior year taxes.......................................... (46) (3) 3
Other, net................................................ 15 45 27
------ ---- ----
Income tax expense......................................... $ 482 $407 $380
====== ==== ====
</TABLE>

The deferred tax asset or liability recorded on the consolidated balance
sheets represents the future tax effects of the temporary differences between
the tax basis of assets and liabilities and their amounts for financial
reporting. Significant components of deferred tax assets relate to
policyholder liabilities and unrealized investment losses. The major items
associated with deferred tax liabilities relate to policy acquisition costs,
the excess of tax over financial statement depreciation, and unrealized
investment gains.

As of December 31, 1996, the net deferred tax asset includes a benefit of
$18 million resulting from foreign net operating loss carryforwards from
several foreign affiliates. This benefit is offset by a valuation allowance of
$18 million. The valuation allowance reflects management's assessment, based
on available information, that it is more likely than not that the deferred
tax asset for foreign net operating loss carryforwards will not be realized.
The benefit will be recognized when management believes that it is more likely
than not that the deferred tax asset is realizable.

As of December 31, 1996, the deferred tax asset includes a benefit of $12
million resulting from U.S. tax basis net operating loss carryforwards of $34
million. Subject to statutory limitations, these carryforwards are available
to offset taxable income through the year 2011.

51
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

7. EMPLOYEE BENEFIT PLANS

PENSION PLANS

The Company has defined benefit pension plans covering all eligible
employees and sales representatives of MetLife and certain of its
subsidiaries. The Company is both the sponsor and administrator of these
plans. Retirement benefits are based on years of credited service and final
average earnings history.

Components of the net periodic pension cost for the defined benefit
qualified and nonqualified pension plans are as follows:

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Service cost.................................................. $ 77 $ 62 $ 93
Interest cost on projected benefit obligation................. 232 222 216
Actual return on assets....................................... (273) (280) (246)
Net amortization and deferrals................................ (12) (13) (28)
---- ---- ----
Net periodic pension cost..................................... $ 24 $ (9) $ 35
==== ==== ====
</TABLE>

The funded status of the qualified and nonqualified defined benefit pension
plans and a comparison of the accumulated benefit obligation, plan assets and
projected benefit obligation are as follows:

<TABLE>
<CAPTION>
1996 1995
---------------------- ----------------------
OVERFUNDED UNDERFUNDED OVERFUNDED UNDERFUNDED
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
DECEMBER 31 (in millions)
Actuarial present value of
obligations:
Vested.......................... $2,756 $135 $2,682 $121
Nonvested....................... 38 -- 43 1
------ ---- ------ ----
Accumulated benefit obligation... $2,794 $135 $2,725 $122
====== ==== ====== ====
Projected benefit obligation..... $3,084 $184 $3,047 $166
Plan assets (principally Company
investment contracts) at
contract value.................. 3,495 133 3,236 117
------ ---- ------ ----
Plan assets in excess of (less
than) projected benefit obliga-
tion............................ 411 (51) 189 (49)
Unrecognized prior service cost.. 165 -- 71 (4)
Unrecognized net (loss) gain from
past experience different from
that assumed.................... (5) 38 351 43
Unrecognized net asset at transi-
tion............................ (172) (4) (206) (5)
------ ---- ------ ----
Prepaid (accrued) pension cost at
December 31..................... $ 399 $(17) $ 405 $(15)
====== ==== ====== ====
</TABLE>

The weighted average discount rate used in determining the actuarial present
value of the projected benefit obligation ranged from 7.25 percent to 8.0
percent for 1996 and 7.25 percent to 8.5 percent for 1995. The weighted
average assumed rate of increase in future compensation levels ranged from 4.0
percent to 8.0 percent in 1996 and 1995. The assumed long-term rate of return
on assets used in determining the net periodic pension cost ranged from 8.0
percent to 8.5 percent in 1996 and 8.0 percent to 9.5 percent in 1995. In
addition, several other factors, such as expected retirement dates and
mortality, enter into the determination of the actuarial present value of the
accumulated benefit obligation.

SAVINGS AND INVESTMENT PLANS

The Company sponsors savings and investment plans available for
substantially all employees under which the Company matches a portion of
employee contributions. During 1996, 1995 and 1994, the Company contributed
$42 million, $49 million and $53 million, respectively, to the plans.

52
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

OTHER POSTRETIREMENT BENEFITS

The Company also provides certain postretirement health care and life
insurance benefits for retired employees through insurance contracts.
Substantially all of the Company's employees may, in accordance with the plans
applicable to such benefits, become eligible for these benefits if they attain
retirement age, with sufficient service, while working for the Company.

The following table sets forth the postretirement health care and life
insurance plans' combined status reconciled with the amount included in the
Company's consolidated balance sheets.

<TABLE>
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
DECEMBER 31 (in millions)
Accumulated postretirement benefit obligation:
Retirees...................................................... $1,170 $1,223
Fully eligible active employees............................... 135 111
Active employees not eligible to retire....................... 378 366
------ ------
Total........................................................ 1,683 1,700
Plan assets (Company insurance contracts) at contract value.... 897 804
------ ------
Plan assets less than accumulated postretirement benefit obli-
gation........................................................ (786) (896)
Unrecognized net (loss) gain from past experience different
from that assumed and from
changes in assumptions........................................ (20) 108
------ ------
Accrued nonpension postretirement benefit cost at December 31.. $ (806) $ (788)
====== ======
</TABLE>

The components of the net periodic nonpension postretirement benefit cost
are as follows:

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Service cost.................................................. $ 41 $28 $ 43
Interest cost on accumulated postretirement benefit obliga-
tion......................................................... 127 115 122
Actual return on plan assets (Company insurance contracts).... (58) (63) (56)
Net amortization and deferrals................................ 2 (9) (1)
---- --- ----
Net periodic nonpension postretirement benefit cost........... $112 $71 $108
==== === ====
</TABLE>

The assumed health care cost trend rate used in measuring the accumulated
nonpension postretirement benefit obligation was generally 9.5 percent in
1996, gradually decreasing to 5.25 percent over 12 years and 10.0 percent in
1995 decreasing to 5.25 percent over 12 years. The weighted average discount
rate used in determining the accumulated postretirement benefit obligation
ranged from 7.0 percent to 7.75 percent at December 31, 1996 and was 7.25
percent at December 31, 1995.

If the health care cost trend rate assumptions were increased 1.0 percent,
the accumulated postretirement benefit obligation as of December 31, 1996
would be increased 9.0 percent. The effect of this change on the sum of the
service and interest cost components of the net periodic postretirement
benefit cost for the year ended December 31, 1996, would be an increase of
13.0 percent.

8. LEASES

LEASE INCOME ON REAL ESTATE

During 1996, 1995 and 1994, the Company received $1,658 million, $1,523
million and $1,538 million, respectively, in lease income related to its
wholly owned real estate portfolio. In accordance with industry practice,
certain of the Company's lease agreements with retail tenants result in income
that is contingent on the level of the tenants' sales revenues. At December
31, 1996, the minimum future rental income on noncancelable operating leases
for wholly owned investments in real estate is $853 million, $783 million,
$695 million, $607 million and $526 million for 1997 and each of the
succeeding four years, respectively, and $1,609 million thereafter.

53
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

LEASE EXPENSE

The Company has entered into various lease agreements for office space, data
processing and other equipment. Future gross minimum rental payments under
noncancelable leases for 1997 and the succeeding four years are $129 million,
$110 million, $91 million, $70 million and $55 million, respectively, and $74
million thereafter. Minimum future sublease rental income on these
noncancelable leases is $30 million, $25 million, $32 million, $23 million and
$17 million for 1997 and the succeeding four years, respectively, and $45
million thereafter.

9. DEBT

Debt consisted of the following:

<TABLE>
<CAPTION>
1996 1995
------ ------
<S> <C> <C>
DECEMBER 31 (in millions)
6.300% surplus notes scheduled to mature on November 1, 2003..... $ 396 $ 395
7.000% surplus notes scheduled to mature on November 1, 2005..... 248 248
7.700% surplus notes scheduled to mature on November 1, 2015..... 197 197
7.450% surplus notes scheduled to mature on November 1, 2023..... 296 296
7.875% surplus notes scheduled to mature on February 15, 2024.... 148 148
7.800% surplus notes scheduled to mature on November 1, 2025..... 248 247
Mortgage debt, due 1997 through 2015, interest rates ranging from
7.25% to 10.25%.................................................. 96 187
Other............................................................ 425 627
------ ------
Total long-term debt............................................ 2,054 2,345
Short-term debt.................................................. 3,311 3,235
------ ------
Total........................................................... $5,365 $5,580
====== ======
</TABLE>

Payments of interest and principal on the surplus notes may be made only
with the prior approval of the Superintendent of Insurance of the State of New
York ("Superintendent"). Subject to the prior approval of the Superintendent,
the 7.45 percent surplus notes may be redeemed, as a whole or in part, at the
election of the Company at any time on or after November 1, 2003.

At December 31, 1996, aggregate maturities of the long-term debt based on
required principal payments at maturity for 1997 and the succeeding four years
amounted to $72 million, $22 million, $106 million, $38 million and $9
million, respectively, and $1,828 million thereafter.

As of December 31, 1996, the Company had unused lines of credit under
agreements with various banks having a principal amount of $1,821 million.

10. CONTINGENCIES

Litigation seeking compensatory and/or punitive damages relating to the
marketing by the Company of individual life insurance (including putative
class and individual actions) has been instituted by or on behalf of
policyholders and others, and additional litigation relating to the Company's
life insurance marketing may be commenced in the future. In addition, an
investigation into certain life insurance marketing, which was commenced by
the Office of the United States Attorney for the Middle District of Florida,
in conjunction with a grand jury, as early as 1994, has not been terminated.

Numerous litigation, claims and assessments against the Company, in addition
to the aforementioned, have arisen in the course of the Company's business,
operations and activities. In certain of these matters, including actions with
multiple plaintiffs, very large and/or indeterminate amounts, including
punitive and treble damages, are sought.

While it is not feasible to predict or determine the ultimate outcome of all
pending investigations and legal proceedings or to make a meaningful estimate
of the amount or range of loss that could result from an unfavorable outcome
in all such matters, it is the opinion of the Company's management that their
outcome, after consideration of the provisions made in the Company's financial
statements, is not likely to have a material adverse effect on the Company's
financial position.

54
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

11. OTHER OPERATING COSTS AND EXPENSES

Other operating costs and expenses consisted of the following:

<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Compensation costs...................................... $1,813 $1,607 $1,553
Commissions............................................. 722 853 700
Interest and debt issue costs........................... 311 285 264
Amortization of policy acquisition costs................ 637 684 601
Capitalization of policy acquisition costs.............. (1,028) (1,060) (1,062)
Rent expense, net of sublease........................... 180 184 179
Restructuring charges................................... 18 88 --
Other................................................... 2,058 1,644 1,265
------ ------ ------
Total.................................................. $4,711 $4,285 $3,500
====== ====== ======
</TABLE>

During 1996 and 1995, the Company recorded restructuring charges primarily
related to the consolidation of administration and agency sales force leased
office space and costs relating to workforce reductions.

12. FAIR VALUE INFORMATION

The estimated fair value amounts of financial instruments presented below
have been determined by the Company using market information available as of
December 31, 1996 and 1995, and appropriate valuation methodologies. However,
considerable judgment is necessarily required to interpret market data to
develop the estimates of fair value for financial instruments for which there
are no available market value quotations.

The estimates presented below are not necessarily indicative of the amounts
the Company could have realized in a market exchange. The use of different
market assumptions and/or estimation methodologies may have a material effect
on the estimated fair value amounts.

<TABLE>
<CAPTION>
ESTIMATED
NOTIONAL CARRYING FAIR
AMOUNT VALUE VALUE
-------- -------- ---------
<S> <C> <C> <C>
DECEMBER 31, 1996 (in millions)
Assets
Fixed maturities.................................. $86,361 $86,588
Equity securities................................. 2,816 2,816
Mortgage loans on real estate..................... 18,964 19,342
Policy loans...................................... 5,842 5,796
Short-term investments............................ 741 741
Cash and cash equivalents......................... 2,325 2,325
Liabilities
Policyholder account balances..................... 30,470 30,611
Short- and long-term debt......................... 5,365 5,331
Other financial instruments
Interest rate swaps............................... $1,242 -- (14)
Interest rate caps................................ 1,946 20 14
Foreign currency swaps............................ 207 -- (23)
Foreign currency forwards......................... 151 3 3
Covered call options.............................. 25 (2) (2)
Unused lines of credit............................ 1,821 -- 1
</TABLE>

55
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
ESTIMATED
NOTIONAL CARRYING FAIR
AMOUNT VALUE VALUE
-------- -------- ---------
<S> <C> <C> <C>
DECEMBER 31, 1995 (in millions)
Assets
Fixed maturities.................................. $87,752 $88,227
Equity securities................................. 1,749 1,749
Mortgage loans on real estate..................... 17,216 18,161
Policy loans...................................... 5,714 5,884
Short-term investments............................ 1,769 1,769
Cash and cash equivalents......................... 1,930 1,930
Liabilities
Policyholder account balances..................... 31,595 31,974
Short- and long-term debt......................... 5,580 5,594
Other financial instruments
Interest rate swaps............................... $2,031 (29) (40)
Interest rate caps................................ 2,711 32 15
Foreign currency swaps............................ 89 -- 4
Foreign currency forwards......................... 121 1 1
Covered call options.............................. 25 (2) (2)
Futures contracts................................. 1,402 (19) --
Unused lines of credit............................ 1,645 -- 1
</TABLE>

For fixed maturities that are publicly traded, estimated fair value was
obtained from an independent market pricing service. Publicly traded fixed
maturities represented approximately 80 percent of the estimated fair value of
the total fixed maturities as of December 31, 1996 and 1995. For all other
bonds, estimated fair value was determined by management, based primarily on
interest rates, maturity, credit quality and average life. Included in fixed
maturities are loaned securities with estimated fair values of $7,293 million
and $8,418 million at December 31, 1996 and 1995, respectively. Estimated fair
values of equity securities were generally based on quoted market prices.
Estimated fair values of mortgage loans were generally based on discounted
projected cash flows using interest rates offered for loans to borrowers with
comparable credit ratings and for the same maturities. Estimated fair values of
policy loans were based on discounted projected cash flows using U.S. Treasury
rates to approximate interest rates and Company experience to project patterns
of loan accrual and repayment. For cash and cash equivalents and short-term
investments, the carrying amount is a reasonable estimate of fair value.

The fair values for policyholder account balances are estimated using
discounted projected cash flows, based on interest rates being offered for
similar contracts with maturities consistent with those remaining for the
contracts being valued.

The estimated fair value of short- and long-term debt was determined using
rates currently available to the Company for debt with similar terms and
remaining maturities.

For interest rate and foreign currency swaps, interest rate caps, foreign
currency forwards, covered call options and futures contracts, estimated fair
value is the amount at which the contracts could be settled based on estimates
obtained from dealers. The estimated fair values of unused lines of credit were
based on fees charged to enter into similar agreements.

56
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

13. STATUTORY FINANCIAL INFORMATION

The FASB Interpretation and the FASB Standard referred to in Note 1 required
mutual life insurance companies to adopt all standards promulgated by the FASB
in their general purpose financial statements. The effect (except for the
adoption of SFAS No. 115 in 1994) of applying the Interpretation and the
Standard is as follows:

<TABLE>
<CAPTION>
(IN MILLIONS)
<S> <C>
DECEMBER 31, 1993
statutory surplus:
MetLife historical...... $ 6,406
The New England
historical.............. 401
Adjustments to conform
statutory accounting
policies................ (315)
-------
6,492
Adjustments to GAAP:
Future policy benefits
and policyholder account
balances................ (3,975)
Deferred policy
acquisition costs....... 6,142
Deferred income taxes... 1,032
Valuation of
investments............. (2,216)
Statutory asset
valuation reserves...... 1,743
Statutory interest
maintenance reserve..... 962
Surplus notes........... (629)
Other, net.............. (38)
-------
January 1, 1994, equity.. $ 9,513
=======
</TABLE>

The following reconciles net change in statutory surplus and statutory
surplus determined in accordance with accounting practices prescribed or
permitted by insurance regulatory authorities with net earnings and equity on
a GAAP basis.

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- -----
<S> <C> <C> <C>
YEARS ENDED DECEMBER 31 (in millions)
Net change in statutory surplus:
MetLife historical.......................................... $366 $260 $(102)
The New England historical.................................. -- (8) 231
Adjustments to conform statutory accounting policies........ -- (23) (65)
---- ---- -----
366 229 64
Adjustments to GAAP:
Future policy benefits and policyholder account balances.... (165) (17) (464)
Deferred policy acquisition costs........................... 391 376 461
Deferred income taxes....................................... (74) (97) 47
Valuation of investments.................................... (84) 106 (53)
Statutory asset valuation reserves.......................... 599 30 313
Statutory interest maintenance reserve...................... 19 284 (58)
Surplus notes............................................... -- (622) (148)
Other, net.................................................. (199) 410 (48)
---- ---- -----
Net Earnings................................................ $853 $699 $ 114
==== ==== =====
</TABLE>

57
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
December 31 (in millions).....................................
Statutory surplus:
MetLife historical........................................... $ 7,151 $ 6,564
The New England historical................................... -- 624
Adjustments to conform statutory accounting policies......... -- (403)
------- -------
7,151 6,785
Adjustments to GAAP:
Future policy benefits and policyholder account balances.... (5,742) (6,781)
Deferred policy acquisition costs........................... 7,227 6,508
Deferred income taxes....................................... 264 (28)
Valuation of investments.................................... 610 3,070
Statutory asset valuation reserves.......................... 2,684 2,085
Statutory interest maintenance reserve...................... 1,208 1,189
Surplus notes............................................... (1,393) (1,391)
Other, net.................................................. (26) 317
------- -------
Equity....................................................... $11,983 $11,754
======= =======
</TABLE>

58
<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:

Metropolitan Life Separate Account E

Financial Statements for the Years Ended December 31, 1996 and
1995
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, 1995
and 1994
Independent Auditors' Report

Consolidated Balance Sheets

Consolidated Statements of Earnings

Consolidated Statements of Cash Flow

Consolidated Statements of Equity

Notes to Consolidated Financial Statements

(B) EXHIBITS

<TABLE>
<C> <S>
(1) --Resolution of the Board of Directors of Metropolitan Life
establishing Separate Account E./2/
(2) --Not applicable.
(3)(a) --Not applicable.
(b) --Form of Selected Broker Agreement./2/
(c) --Participation Agreement--Calvert
(d) --Participation Agreements--Fidelity Distributors Corp.
(4)(a) --Amended Form of IRC Section 401 Group Annuity Contract
(VestMet).
(a)(i) --Form of IRC Section 401 Group Annuity Contract
(Preference Plus) (Version 2).
(a)(ii) --Form of IRC Section 401 Group Annuity Contract
(Preference Plus) (Allocated and Unallocated).
(a)(iii) --Form IRC Section 401 Individual Annuity Contract
(Preference Plus).
(a)(iv) --Form IRC Section 401 Group Annuity Contract (Preference
Plus) (Oregon)./2/
(a)(v) --Form IRC Section 401 Group Annuity Contract (Preference
Plus) (Allocated)./4/
(a)(vi) --Form IRC Section 401 Group Annuity Contract (Preference
Plus) (Allocated) (New York)./4/
(a)(vii) --Form of Certificate under IRC Section 401 Group Annuity
Contract (Preference Plus) (New York)./4/
(b) --Amended Form of IRC Section 403(b) Group Annuity Contract
(VestMet).
(b)(i) --Amended Form of IRC Section 403(b) Group Annuity Contract
(Preference Plus).
(b)(i)(A) --Form of IRC Section 403(b) Group Annuity Contract
(Financial Freedom-LIJ).

</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)./2/
(b)(i)(C) --Form of IRC Section 403(b) Group Annuity Contract
(Financial Freedom Account) (New Jersey-ABP)./4/
(b)(i)(D) --Form of IRC Section 403(b) Group Annuity Contract
(Financial Freedom Account) (Texas-ORP)./4/
(b)(i)(E) --Form of IRC Section 403(b) Individual Annuity Contract
(Preference Plus) (Oregon)./4/
(b)(ii) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Vest- Met).
(b)(iii) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Preference Plus) (Version 2).
(b)(iii)(A) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Preference Plus) (Versions 1 and 2).
(b)(iii)(B) --Amended Form of Certificate under IRC Section 403(b)
Group Annuity Contract (Preference Plus) (New York).
(b)(iii)(C) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract
(Financial Freedom Account).
(b)(iii)(D) --Forms of Certificate under IRC Section 403(b) Group
Annuity Contract (Preference Plus--Enhanced TSA
Preference Plus Contract).
(b)(iii)(E) --Amended Form of Certificate under IRC Section 403(b)
Group Annuity Contract (Preference Plus).
(b)(iii)(F) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Chapman).
(b)(iii)(G) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Preference Plus, Enhanced Preference
Plus, Financial Freedom) (Oregon)./2/
(b)(iii)(H) --Form of Endorsement under IRC Section 403(b) Group
Annuity Contract (Preference Plus)./2/
(b)(iii)(I) --Form of Endorsement under Section 403(b) Group Annuity
Contract (Preference Plus, Enhanced Preference Plus,
Financial Freedom)./2/
(b)(iv) --Form of Texas Rider for Certificate under IRC Section
403(b) Group Annuity Contract (VestMet).
(b)(v) --Form of Texas Endorsement for Certificate under IRC
Section 403(b) Group Annuity Contract (Preference Plus).
(b)(vi) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Financial Freedom Account) (New
Jersey-ABP)./4/
(b)(vii) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Enhanced Preference Plus) (Oregon)./4/
(b)(viii) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Financial Freedom) (Texas-ORP)./4/
(b)(ix) --Form of Certificate under IRC Section 403(b) Group
Annuity Contract (Financial Freedom Account) (Texas-
ORP)./4/
(b)(x) --Forms of Endorsement under IRC Section 403(b) Group
Annuity Contract, 403(a) Group Annuity Contract and
Individual Retirement Annuity Contract./4/*
(b)(xi) --Forms of Endorsement under IRC Section 403(b) Group
Annuity Contract./4/*

</TABLE>

II-2
<PAGE>

<TABLE>
<C> <S>
(c) --Form of IRC Section 408 Simplified Employee Pension
Contract (VestMet).
(c)(i)(A) --Form of IRC Section 408 Simplified Employee Pension
Contract (Preference Plus) (Version 2).
(c)(i)(B) --Amended Form of IRC Section 408 Simplified Employee
Pension Contract (Preference Plus).
(c)(i)(C) --Form of IRC Section 408 Simplified Employee Pension
Contract (Preference Plus) (Oregon)./2/, /5/
(c)(i) --Form of IRC Section 408 Simplified Employee Pension
Contract (Illinois, Minnesota) (VestMet).
(c)(ii) --Form of IRC Section 408 Simplified Employee Pension
Contract (Michigan) (VestMet).
(c)(iii) --Form of IRC Section 408 Simplified Employee Pension
Contract (New York) (VestMet).
(c)(iv) --Form of IRC Section 408 Simplified Employee Pension
Contract (South Carolina) (VestMet).
(c)(v) --Form of IRC Section 408 Simplified Employee Pension
Contract (Pennsylvania) (VestMet).
(c)(vi) --Form of IRC Section 408 Simplified Employee Pension
Contract (Washington) (VestMet).
(c)(vii) --Information Statement concerning IRC Section 408
Simplified Employee Pension Contract (VestMet).
(d) --Form of IRC Section 408 Individual Retirement Annuity
Contract (VestMet).
(d)(i)(A) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Preference Plus) (Version 2).
(d)(i)(B) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Preference Plus).
(d)(i)(C) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Preference Plus) (Oregon)./2/
(d)(i) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract (VestMet).
(d)(ii) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract (Michigan) (VestMet).
(d)(iii) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Illinois, Minnesota) (VestMet).
(d)(iv) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Michigan) (VestMet).
(d)(v) --Form of IRC Section 408 Individual Retirement Annuity
Contract (New York) (VestMet).
(d)(vi) --Form of IRC Section 408 Individual Retirement Annuity
Contract (South Carolina) (VestMet).
(d)(vii) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Pennsylvania) (VestMet).
(d)(viii) --Form of IRC Section 408 Individual Retirement Annuity
Contract (Washington) (VestMet).
(d)(ix) --Information Statement concerning IRC Section 408
Individual Retirement Annuity Contract (VestMet).
(d)(x) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract (VestMet).
</TABLE>

II-3
<PAGE>

<TABLE>
<C> <S>
(d)(xi) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract (Michigan) (VestMet).
(d)(xii) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract (South Carolina) (VestMet).
(d)(xiii) --Form of Endorsement to IRC Section 408 Individual Annuity
Contract (Preference Plus)./4/
(e) --Amended Form of IRC Section 408 Group Individual
Retirement Annuity Contract (VestMet).
(e)(1) --Form of IRC Section 408 Group Individual Retirement
Annuity Contract (Preference Plus).
(e)(i) --Form of Certificate under IRC Section 408 Group
Individual Retirement Annuity Contract (VestMet).
(e)(i)(A) --Form of Certificate under IRC Section 408 Group
Individual Retirement Annuity Contract (Preference Plus).
(e)(i)(B) --Forms of Certificate under IRC Section 408 Group
Individual Retirement Annuity Contract (Enhanced)./2/*
(e)(i)(C) --Form of Certificate under IRC Section 408 Group
Individual Retirement Annuity Contract (Oregon)./2/
(f) --Amended Form of IRC Section 457 Group Annuity Contract
for Public Employee Deferred Compensation Plans (VestMet).
(f)(i) --Form of IRC Section 457 Group Annuity Contract for Public
Employee Deferred Compensation Plans (Preference Plus)
(Version 2).
(f)(ii) --Amended Form of IRC Section 457 Group Annuity Contract
for Public Employee Deferred Compensation Plans
(Preference Plus).
(f)(iii) --Form of IRC Section 457 Group Annuity Contract for Public
Employee Deferred Compensation Plans (Enhanced Preference
Plus).
(f)(iv) --Form of IRC Section 457 Group Annuity Contract for Public
Employee Deferred Compensation Plans (Financial Freedom).
(f)(v) --Form of IRC Section 457 Group Annuity Contract for Public
Employee Deferred Compensation Plans (Enhanced Preference
Plus)./4/
(g) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract which Converts Contract into
Non-Qualified Status (VestMet).
(g)(1) --Form of Non-Qualified Contract (Preference Plus) (Version
2).
(g)(i)(A) --Amended Form of Non-Qualified Contract (Preference Plus).
(g)(i)(B) --Form of Non-Qualified Contract (Preference Plus)
(Oregon)./2/
(g)(i) --Information Statement concerning IRC Section 408
Individual Retirement Annuity Contract with Non-Qualified
Endorsement (VestMet).
(g)(ii) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract with Non-Qualified Endorsement
(Michigan) (VestMet).
(g)(iii) --Form of Endorsement to IRC Section 408 Individual
Retirement Annuity Contract with Non-Qualified Endorsement
(South Carolina) (VestMet).
(g)(iv) --Form of Endorsement to Group Annuity Contract.
(h) --Amended Form of Non-Qualified Group Contract (VestMet).
(h)(1) --Form of Non-Qualified Group Contract (Preference Plus).
(h)(i) --Form of Certificate under Non-Qualified Group Contract
(VestMet).
(h)(i)(A) --Forms of Certificate under Non-Qualified Group Contract
(Preference Plus).
</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)./2/
(h)(i)(A)(ii) --Form of Certificate under Non-Qualified Group
Contract (Preference Plus-Enhanced Contract; Enhanced
Preference Plus) (Oregon)./2/
(h)(i)(B) --Form of Non-Qualified Group Contract (Preference
Plus).
(h)(i)(C) --Form of Non-Qualified Group Contract (Enhanced
Preference Plus).
(h)(i)(D) --Form of Endorsement Concerning Nursing Home or
Terminal Illness./2/
(i) --Endorsement with respect to Individual IRA and
Individual Non-Qualified Contract concerning Death
Benefit Provisions (VestMet).
(j) --Specimen of variable retirement annuity contract for
Metropolitan Variable Account B.
(k) --Proposed Form of Metropolitan Investment Annuity
Program, Form 37-74 MIAP for Metropolitan Life
Variable Account C.
(l) --Proposed Form of Metropolitan Investment Annuity
Program, Form 37-74 MIAP for Metropolitan Life
Variable Account D.
(m) --Specimen of Flexible-Purchase Variable Annuity
Contract for Metropolitan Variable Account A./1/
(n) --Specimen of Variable Annuity Contract, Forms 37TV-65
and 20SV-65 for Metropolitan Variable Account B.
(o) --Form of Certificate under IRC Section 403(a) Group
Annuity Contract (Preference Plus).
(o)(i) --Forms of Certificate under IRC Section 403(a) Group
Annuity Contract (Financial Freedom).
(o)(ii) --Form of Certificate under IRC Section 403(a) Group
Annuity Contract (South Carolina).
(o)(iii) --Form of Certificate under IRC Section 403(a) Group
Annuity Contract (SUNY).
(o)(iv) --Form of Certificate under IRC Section 403(a) Group
Annuity Contract (Oregon)./2/
(p) --Form of Single Premium Immediate Income Payment
Contract (Preference Plus).
(q) --Form of Single Premium Immediate Income Payment
Certificate (Enhanced Preference Plus and Financial
Freedom).
(r) --Endorsements for Single Premium Immediate Income
Payment Contract.
(5)(a) --Participation Request and Agreement for the IRC
Section 401 Group Annuity Contract.
(b) --Enrollment Form with respect to the IRC Section 401
Group Annuity Contract.
(b)(i) --Enrollment Form with respect to the IRC Section 401
Group Annuity Contract (Preference Plus) (Allocated).
(c) --Participation Request and Agreement for the IRC
Section 403(b) Group Annuity Contract.
(c)(i) --Participation Request and Agreement for the IRC
Section 403(b) Group Annuity Contract (Direct Mail
Form).
(d) --Enrollment Form with respect to the IRC Section
403(b) Group Contract and the IRC Section 457 Group
Annuity Contract./2/
(d)(i) --403(b) Tax Deferred Annuity Customer Agreement
Acknowledgement.
</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).
(d)(iii) --Enrollment Form with respect to the IRC Section 403(b)
Group Annuity Contract (FFA-TSA).
(e) --Enrollment Form with respect to the IRC Section 403(b)
Group Annuity Contract and the IRC Section 457 Group
Annuity Contract.
(f) --Application for an IRC Section 408 Simplified Employee
Pension, IRA and Non-Qualified Contracts (Preference
Plus)./2/
(f)(i) --Application for Individual IRA and Non-Qualified Contract
(Direct Mail Form).
(g) --Employer Adoption Request Form.
(g)(i) --Employer Utilization Request Form.
(g)(ii) --Enrollment Form for IRC Section 408 Group Individual
Retirement Account Contract and Non-Qualified Group
Contract.
(g)(iii) --Funding Authorization and Agreement.
(g)(iv) --Funding Authorization and Agreement (SEP).
(h)(i) --Enrollment Form for IRC Section 408 Individual Retirement
Annuity, IRC Section 408k Simplified Employee Pension and
Non-Qualified Income Annuity Contract.
(h)(ii) --Enrollment Form for IRC Sections 403(b), 403(a) and 457
Group Income Annuity Contract.
(h)(iii) --Enrollment Form for Group IRA Rollover Annuity (Preference
Plus-Enhanced Contract)./2/
(h)(iv) --Enrollment Form for Group Non-Qualified Supplemental
Savings (Preference Plus-Enhanced Contract)./2/
(6) --Charter and By-Laws of Metropolitan Life./2/
(6)(a) --By-Laws Amendment./2/
(7) --Not applicable.
(8) --Not applicable.
(9) --Opinion and consent of counsel as to the legality of the
securities being registered.
(10) --Not applicable.
(11) --Not applicable.
(12) --Not applicable.
(13)(a) --Powers of Attorney./2/, /4/
(13)(b) --Schedules of Performance.
(27) --Financial Data Schedules.
</TABLE>
- --------

1. Previously filed with the initial filing of the Registration Statement of
Metropolitan Variable Account A of Metropolitan Life Insurance Company on
May 28, 1969.

2. Filed with Post-Effective Amendment No. 19 to this Registration Statement
on Form N-4 on February 27, 1996.

3. Filed with Post-Effective Amendment No. 20 to this Registration Statement
on Form N-4 on April 29, 1996.

4. Filed with Post-Effective Amendment No. 21 to this Registration Statement
on Form N-4 on February 28, 1997. Powers of attorney for Gerald Clark,
Burton A. Dole, Jr. and Charles H. Leighton were also filed.

* Exhibits (4)(b)(x), (4)(b)(xi) and (4)(e)(i)(B) are also filed herewith. All
other undesignated exhibits are filed herewith.

II-6
<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-7
<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.
William C. Steere, Jr. . Chairman of the Board Director
and Chief Executive Officer,
Pfizer, Inc.,
235 East 42nd Street,
New York, NY 10016
</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. Robert 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-8
<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. Tartre...................... 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-9
<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-10
<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-11

<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-12

<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-13

<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-14
<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-15

<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-16

<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-17

<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-18

<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 the 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 partners
interest, Back Bay Advisors, L.P. holds a 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-19
<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 need 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-20
<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-21
<PAGE>

ITEM 27. NUMBER OF CONTRACTOWNERS.

As of February 28, 1997:
<TABLE>
<CAPTION>
NUMBER OF
TITLE OF CLASS HOLDERS
-------------- ---------
<S> <C>
Contract holders
Qualified............................. 413,428
Non-Qualified......................... 111,273
</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.
Metropolitan Life Insurance Company maintains a directors' and officers'
liability policy with a maximum coverage of $100 million. A provision in the
Metropolitan Life Insurance Company's by-laws provides for the indemnification
(under certain circumstances) of individuals serving as directors or officers
of Metropolitan Life Insurance Company.

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>
$6,200,708 N/A
<CAPTION>
(5)
COMPENSATION
------------
<S> <C>
N/A
</TABLE>

II-22
<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) Metropolitan Life Insurance Company 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 Metropolitan Life Insurance Company under
the Contracts.

II-23
<PAGE>

SIGNATURES

AS REQUIRED BY THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF
1940, THE REGISTRANT CERTIFIES THAT IT MEETS THE REQUIREMENTS OF SECURITIES ACT
RULE 485(B) FOR EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND HAS CAUSED
THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF, IN THE CITY OF NEW
YORK, AND STATE OF NEW YORK ON THIS 30TH DAY OF APRIL, 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-24
<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.
---------------------------------- April 30, 1997
*By
RICHARD G. MANDEL, ESQ. ATTORNEY-IN-
FACT

II-25
<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

ROBERT G. SCHWARTZ

Director
*---------------------------------
RUTH J. SIMMONS

Director
*---------------------------------
WILLIAM S. SNEATH

--------------------------------- Director

WILLIAM C. STEERE, JR.

/s/ Richard G. Mandel, Esq.
--------------------------------- April 30, 1997
*By
RICHARD G. MANDEL, ESQ. ATTORNEY-
IN-FACT

II-26
<PAGE>

INDEPENDENT AUDITORS' CONSENT

Contractholders of Metropolitan Life Separate Account E:

We consent to the use in this Post-Effective Amendment No. 22 to
Registration Statement No. 2-90380 of our opinion dated March 14, 1997,
relating to Metropolitan Life Separate Account E, our opinion dated April 4,
1997, relating to Metropolitan Life Insurance Company, to the reference to us
under the heading "Independent Auditors", appearing in the Statement of
Additional Information, which is a part of such Registration Statement, and to
the reference to us under the heading "Condensed Financial Information"
appearing in the Prospectuses, which are also a part of such Registration
Statement.

DELOITTE & TOUCHE LLP

New York, New York

April 30, 1997

<PAGE>

EXHIBIT (3)(c)

Filed with the Post-Effective Amendment No. 11 to this
Registration Statement on Form N-4 on March 1, 1991.
<PAGE>

1.0 SHARED FUNDING AGREEMENT
------------------------

1.1 This Agreement, effective June 5, 1990, by and between Metropolitan
Life, a life insurance corporation with principal offices at One
Madison Avenue, New York, NY 10010 ("MET"), and Calvert Securities
Corporation, with principal offices at 4550 Montgomery Avenue,
Bethesda, Maryland 20814 ("Calvert"), which serves as principal
underwriter to Acacia Capital Corporation, a registered investment
company (the "Fund").

1.2 In consideration of the promises, representations, warranties,
covenants, agreements and conditions contained herein, and in order to
set forth the terms and conditions of the transactions contemplated
hereby and the mode of carrying the same into effect, and intending to
be legally bound, the parties hereto agree to the provisions set forth
below.

2.0 THE VARIABLE ANNUITY CONTRACT AND THE SEPARATE ACCOUNT
------------------------------------------------------

2.1 MET shall maintain a multi-funded annuity contract (the "Contract")
designed to provide, under current law, the benefits of a tax-deferred
accumulation of income for retirement and other purposes under the
Internal Revenue Code, as amended ("Code"). Individuals who make
payments pursuant to the Contracts are participants, owners, or
certificate holders ("investors").

2.2 Purchase payments for the Contracts shall be invested by MET in a
separate account or accounts. Such payments will constitute a portion
of the assets of the separate account and shall be invested, as
directed by Investors, in certain open-end management companies
registered under the Investment Company Act of 1940 ("1940 Act").

2.3 One of the open-end management companies is the Fund, an open-end
diversified management investment company with eight separate series,
registered under the 1940 Act. Each series is a separate investment
portfolio with distinct investment objectives. One of the series is
Calvert Socially Responsible Series (the "Series").

2.4 MET will offer one or more of the series of the Fund, including the
Series, through the separate accounts to Investors. MET will determine
in its discretion which separate account or accounts will offer the
Series and which of the Contracts and Investors will be offered the
Series. This agreement will only be binding upon MET insofar as it
relates to those Contracts and issues pertaining to those Contracts
and those Investors to whom the Series is offered.
<PAGE>

2.5 MET will use the name "Calvert Socially Responsible Series" in its
marketing and sales literature when referring to the Series.

2.5.1 MET will use its efforts to market and promote the best
Contracts. MET will give the same emphasis and promotion to
shares of the Series, and shares of any other series of the
Fund that MET and Calvert may agree to offer, as are given to
any other underlying investment media available to Investors.

2.5.2 In marketing the Contracts, MET will comply with all applicable
state and federal laws. MET and its agents shall make no
representations or warranties concerning the Fund or Series
shares except those contained in the then current prospectuses
of the Fund and in the Fund's current printed sales literature.
Copies of all advertising and sales literature describing or
concerning the Fund which is prepared by MET or its agents for
use in marketing the Contracts will be sent to Calvert for
approval prior to use. Calvert agrees to respond with written
(telecopy) comments or approval within 10 business days of
receipt of such sales material. MET shall be responsible for
compliance with any state or federal filing or review
requirements concerning advertising and sales literature.

2.5.3 MET and its agents will not oppose voting recommendations from
Calvert or the Fund's Board of Directors or interfere with the
solicitation of proxies for the Fund shares held for MET
Investors. MET agrees to provide pass-through voting privileges
to all MET Investors and to assure that each of its separate
accounts participating in the Fund calculates voting privileges
in a manner consistent with all other separate accounts of any
insurance company investing in the Fund, as required by the
exemptive order referenced in Section 3.2.3 of this Agreement.

2.5.4 MET will be responsible for reporting to the Fund's Board of
Directors any potential or existing conflicts among the
interests of the Investors or contract owners of all separate
accounts investing in the Fund, and to assist the Board by
providing it with all information reasonably necessary for the
Board to consider any issues raised. MET and the other relevant
insurance companies will be responsible for taking remedial
action in the event of a Board determination of an
irreconcilable material conflict and to bear the cost of such
remedial action.

2.6 MET will bear the costs of, and have the primary responsibility for:

2.6.1 If required, registering the Contracts and the separate account
with the SEC, including any Application for Exemptive Relief
necessary for the separate account to buy Fund shares;

2.6.2 Developing all policy forms, application forms, confirmations
and other administrative forms or documents and filing such of
these as are necessary to comply with the requirements of all
insurance laws and regulations in each state in which the
Contracts are offered;
<PAGE>

2.6.3 Administration of the Contracts and the separate accounts,
including all Investor service and communication activities
except for any costs incurred in connection with Section 3.2.8.

2.6.4 Preparing and approving all marketing and sales literature
involving the sale of Fund shares to MET's separate accounts;

2.6.5 If required by federal or state law, printing and distribution
to MET Investors copies of the current prospectuses, statements
of additional information (as requested by Investors) and
periodic reports for the separate accounts and the Fund;

2.6.6 Preparing and filing any reports or other filings as may be
required under state insurance laws or regulations with respect
to the Contracts or the separate accounts; and

2.6.7 Reimbursing the Fund for the cost of obtaining a separate audit
opinion for the Series, distinct from the Fund's other seven
series.

2.6.8 Indemnifying Calvert, the Fund, their respective officers,
directors, trustees, employees and agents from any loss,
including reasonable attorney's fees and expenses, arising from
MET's failure to deliver a Fund prospectus to Investors when
legally required to do so.

3.0 THE SERIES
----------

3.1 The Fund and Calvert shall make available shares of the Series as the
underlying investment media for MET Investors.

3.2 Calvert or the Fund shall bear the costs of, and Calvert shall have,
or shall cause the Fund and the Series to assume, the primary
responsibility for:

3.2.1 Registering the Fund with the SEC including a separate
prospectus for the Series which does not reference the other
seven series of the Fund. The costs of printing and
distributing such prospectus to MET Investors shall be borne by
MET as provided in Section 2.6.5 above.

3.2.2 Preparing, producing and maintaining the effectiveness of such
registration statements for the Fund as are required under
federal and state securities laws, and clearing such
registration statements through the SEC and pursuant to the
securities laws and regulations in each state in which the
Contracts are offered;

3.2.3 Preparing and filing an Application for Exemptive Relief, if
necessary, requesting appropriate exemptive relief from the
relevant provisions of the 1940 Act ("Application") and
clearing such Application through the SEC, thereby permitting
the Contracts to use the Fund as an underlying investment
alternative.
<PAGE>

3.2.4 Operating and maintaining the Fund in accordance with
applicable law, including the diversification standards of the
Code applicable to variable annuity contracts;

3.2.5 Preparing and filing any reports or other filings as may be
required with respect to the Fund under federal or state
securities laws;

3.2.6 Using its best efforts to provide MET with the daily net asset
values of the Fund by 5:00 p.m. E.S.T. on each day the New York
Stock Exchange is open;

3.2.7 Notifying MET as soon as possible of any administrative
problems which would prevent or hinder the Fund's ability to
provide net asset values of the Fund to MET as required by
Section 3.2.6; and

3.2.8 Reimbursing MET for any documented costs resulting from the
Fund's having provided MET, pursuant to Section 3.2.6,
incorrect net asset values. Any gain to MET attributable to the
Fund's incorrect reporting of the daily net asset values shall
be immediately returned to the Fund.

3.3 The Fund or Calvert shall maintain records in accordance with the
Investment Company Act of 1940 or other statutes, rules and
regulations applicable to the Fund's operation in connection with the
performance of its duties. MET shall have the right to access such
records, upon reasonable notice and during business hours, in order to
respond to regulatory requirements, inquiries, complaints or judicial
proceedings. Records of all transactions with respect to the Contract
shall be retained for a period of not less than six (6) years from
each transaction.

3.4 The parties or their duly authorized independent auditors have the
right under this Agreement to perform on-site audits of records
pertaining to the Contract and the Fund, at such frequencies as each
shall determine, upon reasonable notice and during normal business
hours. At the request of the other, each will make available to the
other's auditors and/or representatives of the appropriate regulatory
agencies, all requested records, data, and access to operating
procedures that pertain to this Agreement. The Fund or Calvert shall
promptly notify MET if either the Fund or Calvert is inspected by any
appropriate regulatory agency and the results of such inspection.

4.0 COST AND EXPENSE
----------------

4.1 Except as otherwise agreed by the parties in specific instances or, as
set forth herein, the parties shall each pay their respective costs
and expenses incurred by them in connection with this Agreement.

5.0 TERM OF AGREEMENT
-----------------

5.1 The term of this Agreement shall be indefinite unless terminated
pursuant to Section 6 of this Agreement.
<PAGE>

6.0 TERMINATION
-----------

6.1 This Agreement will terminate:

6.1.1 At the option of any party upon sixty days' prior written
notice to the other parties, but no party may terminate this
Agreement prior to one year after signing agreement. If a party
notifies the other parties that it intends to terminate this
Agreement, that party shall immediately file with the SEC such
documents, if any, as are necessary to permit the offering of
shares of the Series to MET Investors to be discontinued; or

6.1.2 In the event of termination of this Agreement pursuant to this
Section 6.0, the provisions of Sections 2.6.8, 3.2.8, 4.O, and
7.0 shall survive such termination.

6.2 This provision is applicable only to the purchase of additional Fund
shares, not to existing Fund shares owned by the separate accounts.

7.0 GENERAL PROVISIONS
------------------

7.1 This Agreement is the complete and exclusive statement of the
agreement between the parties as to the subject matter hereof which
supersedes all proposals or agreements, oral or written, and all other
communications between the parties related to the subject matter of
this Agreement.

7.2 This Agreement can only be modified by a written agreement duly signed
by the persons authorized to sign agreements on behalf of the
respective party.

7.3 If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or be impaired thereby.

7.4 This Agreement and the rights, duties and obligations of the parties
hereto shall not be assignable by either party hereto without the
prior written consent of the other.

7.5 Calvert agrees to indemnify and hold MET harmless and each officer,
director, employee or agent of MET against any loss, damage or expense
reasonably incurred by any of them in connection with any claim or in
connection with any action, suit or proceeding to which any of them
may be a party, which arises out of or is alleged to arise out of or
is based upon any untrue or alleged untrue statement of material fact,
or the omission or alleged omission to state a material fact necessary
to make the statements therein not misleading, contained in a
registration statement or Prospectus of the Fund, or any amendment or
supplement thereto, unless such statement or omission was made in
reliance upon written information furnished by MET. The foregoing
rights of indemnification shall be in addition to any other rights to
which MET may be entitled as a matter of law. Nothing contained herein
shall relieve MET of any liability to the Fund or Calvert to which MET
would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of MET's duties or reckless
disregard of MET's obligations and duties hereunder.
<PAGE>

7.6 No waiver by either party of any default by the other in the
performance of any promise, term or condition of this Agreement shall
be construed to be a waiver by such party of any other or subsequent
default in performance of the same or any other covenant, promise,
term or condition of this Agreement. No prior transactions or dealing
between the parties shall be deemed to establish any custom or usage
waiving or modifying any provision hereof.

7.7 No liability shall result to any party, nor shall any party be deemed
to be in default hereunder, as the result of delay in its performance
or from its non-performance hereunder caused by circumstances beyond
its control, including but not limited to: act of God, act of war,
riot, epidemic; fire; flood or other disaster; or act of government.
Nevertheless, the party shall be required to be diligent in attempting
to remove such cause or causes.

7.8 Each of the parties will act as an independent contractor under the
terms of this Agreement and neither is now, or in the future, an agent
or a legal representative of the other for any purpose. Neither party
has any right or authority to supervise or control the activities of
the other party's employees in connection with the performance of this
Agreement or to assign or create any application of any kind, express
or implied, on behalf of the other party or to bind it in any way, to
accept any service of process upon it or to receive any notice of any
nature whatsoever on its behalf.

7.9 This Agreement shall be governed by and interpreted in accordance with
the law of the State of New York.

7.10 Nothing herein shall prevent either party from participating in any
administrative proceeding before any regulatory authority having
jurisdiction over any matter relating to this Agreement, the
Contracts, the separate accounts or the Fund which may affect the
parties to it. The parties shall each give the others prompt notice of
any such proceeding.

7.11 In all matters relating to the preparation, review, prior approval and
filing of documents, the parties shall cooperate in good faith.
Neither party shall unreasonably withhold its consent with respect to
the filing of any document with any federal or state regulatory
authority having jurisdiction over the Contracts, the separate
accounts or the Fund.

7.12 Captions contained in this Agreement are for reference purposes only
and do not constitute part of this Agreement.

7.13 All notices which are required to be given or submitted pursuant to
this Agreement shall be in writing and shall be sent by registered or
certified mail, return receipt requested, to the addresses set forth
below:

<TABLE>
<S> <C>
Myra Saul, Esq.
Metropolitan Life Ins. Co. General Counsel
Attn. Law Department Calvert Group, Ltd.
One Madison Avenue 4550 Montgomery Avenue
Area 7-D Suite 1OOON
New York, New York 10010 Bethesda, MD 20814
</TABLE>
<PAGE>

or to such other address as the parties may from time to time
designate. Any notice of one party refused by the other shall be
deemed received as of the date of said refusal.

7.14 Each party hereto shall promptly notify the other in writing of any
claims, demands or actions having any bearing on this Agreement.

7.15 Each party agrees to perform its obligations hereunder in accordance
with all applicable laws, rules and regulations now or hereafter in
effect.

7.16 If this Agreement is terminated for other than default, it is
specifically agreed that neither party shall be entitled to
compensation of any kind except as specifically set forth herein.

7.17 In any litigation between the parties, the prevailing party shall be
entitled to reasonable attorney's fees and all costs of proceedings
incurred in enforcing this Agreement.

7.18 This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their successors and permitted assigns.

7.19 Each party represents that it has full power and authority to enter
into and perform this Agreement, and the person signing this
Agreement on behalf of it has been properly authorized and empowered
to enter into this Agreement. Each party further acknowledges that it
has read this Agreement, understands it, and agrees to be bound by
it.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

CALVERT SECURITIES- CORPORATION METROPOLITAN LIFE INSURANCE COMPANY

BY: [SIGNATURE ILLEGIBLE] BY: [SIGNATURE ILLEGIBLE]
--------------------- ---------------------
MC:kt 6/12/90 6/4/90

<PAGE>

EXHIBIT 3(d)

Filed with Post-Effective Amendment No. 13 to this Registration Statement on
Form N-4 on February 28, 1992.
<PAGE>

PARTICIPATION AGREEMENT
-----------------------

Among

VARIABLE INSURANCE PRODUCTS FUND,
---------------------------------

FIDELITY DISTRIBUTORS CORPORATION
---------------------------------

and

METROPOLITAN LIFE INSURANCE COMPANY
-----------------------------------

THIS AGREEMENT, made and entered into this 2nd day of July, 1991 by and
among METROPOLITAN LIFE INSURANCE COMPANY, (hereinafter the "Company"), a New
York corporation, on its own behalf and on behalf of each segregated asset
account of the Company set forth on Schedule A hereto as may be amended from
time to time (each such account hereinafter referred to as the "Account"), a
segregated asset account of the Company, and the VARIABLE INSURANCE PRODUCTS
FUND, an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS
CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation.

WHEREAS, the Fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively, the "Variable Insurance Products") to be offered by insurance
companies which have entered into participation agreements substantially
identical to this Agreement (hereinafter "Participating Insurance Companies");
and

WHEREAS, the beneficial interest in the Fund is divided into several series
of shares, each designated a "Portfolio" and representing the interest in a
particular managed portfolio of securities and other assets; and

WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, dated October 15, 1985 (File No. 812-6102), granting Participating
Insurance Companies and variable annuity and variable life insurance separate
accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and
15(b) of the Investment Company Act of 1940, as amended, (hereinafter the "1940
Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, to the extent
necessary to permit shares of the Fund to be sold to and held by variable
annuity and variable life insurance separate accounts of both affiliated and
unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive
Order"); and

WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and

- 1 -
<PAGE>

WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly
registered as an investment adviser under the federal Investment Advisers Act of
1940 and any applicable state securities law; and

WHEREAS, the Company has registered or will register under the 1933 Act
such variable annuity contracts that require registration under the 1933 Act;
and

WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company on the date shown for such Account on Schedule A hereto, to set aside
and invest assets attributable to the aforesaid variable annuity contracts; and

WHEREAS, the Company has registered or will register the Accounts as a unit
investment trust under the 1940 Act such Accounts that require registration
under the 1940 Act; and

WHEREAS, the Underwriter ,is registered as a broker dealer with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, (hereinafter the "1934 Act"), and is a member in good standing of the
National Association of Securities Dealers, Inc. (hereinafter "NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios for the
Accounts to fund certain of the aforesaid variable annuity contracts and the
Underwriter is authorized to sell such shares at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund and the Underwriter agree as follows:

ARTICLE I. Sale of Fund Shares
-------------------

1.1. The Underwriter agrees to sell to the Company those shares of the
Fund which the Company orders for each Account, executing such orders on a daily
basis at the net asset value next computed after receipt by the Fund or its
designee of the order for the shares of the Fund. The Underwriter and Fund
acknowledge and agree that the Company has sole discretion to determine for
which Accounts and Contracts (as hereinafter defined in Section 1.6) the Company
will make available shares of the Funds Such Accounts are listed on Schedule A
and such Contracts are listed on Schedule B. For purposes of this Section 1.1,
the Company shall be the designee of the Fund for receipt of such orders from
the Accounts and receipt by such designee shall constitute receipt by the Fund;
provided that the Fund receives notice of such order by 9:30 a.m. Boston time on
the next following Business Day. "Business Day" shall mean any day on which the
New York Stock Exchange is open for trading and on which the Fund calculates its
net asset value pursuant to the rules of the Securities and Exchange Commission.

- 2 -
<PAGE>

1.2. The Fund agrees to make its shares available indefinitely for
purchase at the applicable net asset value per share by the Company for its
Accounts on those days on which the Fund calculates its net asset value pursuant
to rules of the Securities and Exchange Commission and the Fund shall use best
efforts to calculate such net asset value on each day which the New York Stock
Exchange is open for trading. Notwithstanding the foregoing, the Board of
Trustees of the Fund (hereinafter the "Trustees") may refuse to sell shares of
any Portfolio to any person, or suspend or terminate the offering of shares of
any Portfolio if such action is required by law or by regulatory authorities
having jurisdiction or is, in the sole discretion of the Trustees acting in good
faith and in light of their fiduciary duties under federal and any applicable
state laws, necessary in the best interests of the shareholders of such
Portfolio.

1.3. The Fund and the Underwriter agree that shares of the Fund will be
sold only to Participating Insurance Companies and their separate accounts. No
shares of any Portfolio will be sold to the general public.

1.4. The Fund and the Underwriter will not sell Fund shares to any
insurance company or separate account unless an agreement containing provisions
substantially the same as Articles I, III, V, VII and Sections 2.5 and 2.12 of
Article II of this Agreement is in effect to govern such sales.

1.5. The Fund agrees to redeem for cash, on the Company's request, any
full or fractional shares of the Fund held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt by
the Fund or its designee of the request for redemption. For purposes of this
Section 1.5, the Company shall be the designee of the Fund for receipt of
requests for redemption for the Accounts and receipt by such designee shall
constitute receipt by the Fund; provided that the Fund receives notice of such
request for redemption on the next following Business Day.

1.6. The Company agrees to purchase and redeem the shares of such
Portfolios as the Company and the Underwriter shall designate in writing offered
by the then current prospectus of the Fund and in accordance with the provisions
of such prospectus. The Company agrees that all net amounts available under the
variable annuity contracts with the form number(s) which are listed on Schedule
B attached hereto and incorporated herein by this reference, as such Schedule B
may be amended from time to time hereafter by mutual written agreement of all
the parties hereto, (the "Contracts") shall be invested in the Fund, in such
other funds advised by the Adviser as may be mutually agreed to in writing by
the parties hereto, or in the Company's general account, provided that such
amounts may also be invested in an investment company, or series thereof other
than the Fund if (a) such other investment company, or series thereof, has
investment objectives or policies that are substantially different from the
investment objectives and policies of all the Portfolios of the Fund; or (b) the
Company gives the Fund and the Underwriter 45

- 3 -
<PAGE>

days written notice of its intention to make such other investment company
available as a funding vehicle for the Contracts; or (c) such other investment
company was available as a funding vehicle for the Contracts prior to the date
of this Agreement and the Company so informs the Fund and Underwriter prior to
their signing this Agreement; or (d) the Fund or Underwriter consents to the use
of such -other investment company. The Fund and the Underwriter acknowledge that
the Company will be offering shares of the Stock Index Portfolio of the
Metropolitan Series Fund, Inc. and the Calvert Socially Responsible Series and
Calvert-Ariel Appreciation II of the Acacia Capital Corporation to owners and
participants under the Contracts listed on Schedule B.

1.7. The Company shall pay for Fund shares on the next Business Day after
an order to purchase Fund shares is made in accordance with the provisions of
Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For
the purpose of Sections 2.10 and 2.11, upon receipt by the Fund of the federal
funds so wired, such funds shall cease to be the responsibility of the Company
and shall become the responsibility of the Fund.

1.8. Issuance and transfer of the Fund's shares will be by book entry
only. Stock certificates will not be issued to the Company or the Accounts.
Shares ordered from the Fund will be recorded in the name of the Company on
behalf of the Accounts listed on Schedule A.

1.9. The Fund shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Company of any income, dividends or
capital gain distributions payable on the Funds' shares. The Company hereby
elects to receive all such income dividends and capital gain distributions as
are payable on the Portfolio shares in additional shares of that Portfolio. The
Company reserves the right to revoke this election and to receive all such
income dividends and capital gain distributions in cash. The Fund shall notify
the Company of the number of shares so issued as payment of such dividends and
distributions.

1.10. The Fund shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts to
make such net asset value per share available by 7 p.m. Boston time.

1.11. The Fund and/or Underwriter shall notify the Company as soon as
practicable upon obtaining actual knowledge of any administrative problems which
would prevent or materially hinder the Fund's ability to provide net asset
values as required by Sections 1.2 and 1.10. The Fund recognizes that it is
responsible for providing correct net asset values to the Company. In the event
that the Fund has provided an incorrect net asset value to the Company, then the
Fund, Underwriter and Company agree to enter into discussions in good faith to
decide, on a case by case basis, an appropriate and mutually agreeable
resolution of which party(ies), if any, should bear any costs incurred in
connection with actions taken to correct the net asset value.

- 4 -
<PAGE>

ARTICLE II. Representations and Warranties
------------------------------

2.1. The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act if required by federal securities laws; that the
Contracts will be issued and sold in compliance in all material respects with
all applicable Federal and State laws and that the sale of the Contracts shall
comply in all material respects with state insurance suitability requirements,
if applicable. The Company further represents and warrants that it is an
insurance company duly organized and in good standing under applicable law and
that it has legally and validly established the Account prior to any issuance or
sale thereof as a segregated asset account under Section 4240 of the New York
Insurance Law and has registered or, prior to any issuance or sale of the
Contracts, will register the Account as a unit investment trust, if required by
federal securities laws, in accordance with the provisions of the 1940 Act to
serve as a segregated investment account for the Contracts.

2.2. The Fund represents and warrants that Fund shares sold pursuant to
this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sold in compliance with the laws of the State of New York and all
applicable federal and state securities laws and that the Fund is and shall
remain registered under the 1940 Act. The Fund shall amend the Registration
Statement for its shares under the 1933 Act and the 1940 Act from time to time
as required in order to effect the continuous offering of its shares. The Fund
shall register and qualify the shares for sale in accordance with the laws of
the various states only if and to the extent deemed advisable by the Fund or the
Underwriter.

2.3. The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, as
amended, (the "Code") and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision) and
that it will notify the Company immediately upon having a reasonable basis for
believing that it has ceased to so qualify or that it might not so qualify in
the future.

2.4. The Company represents that the Contracts are currently treated as
endowment or annuity insurance contracts, under applicable provisions of the
Code and that it will make every effort to maintain such treatment and that it
will notify the Fund and the Underwriter immediately upon having a reasonable
basis for believing that the Contracts have ceased to be so treated or that they
might not be so treated in the future.

2.5. The Fund currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise,
although it may make such payments in the future. The Fund has adopted a "no
fee" or "defensive" Rule 12b-l Plan under which it makes no payments for
distribution expenses. To the extent

- 5 -
<PAGE>

that it decides to finance distribution expenses pursuant to Rule 12b-1, the
Fund undertakes to have a board of trustees, a majority of whom are not
interested persons of the Fund, formulate and approve any plan under Rule 12b-1
to finance distribution expenses.

2.6. The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states
except that the Fund represents that the Fund's investment policies, fees and
expenses are and shall at all times remain in compliance with the laws of the
State of New York and the Fund and the Underwriter represent that their
respective operations are and shall at all times remain in material compliance
with the laws of the State of New York to the extent required to perform this
Agreement.

2.7. The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with the laws of the State of New York and all applicable state
and federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 1940 Act.

2.8. The Fund represents that it is lawfully organized and validly
existing under the laws of the Commonwealth of Massachusetts and that it does
and will comply in all material respects with the 1940 Act.

2.9. The Underwriter represents and warrants that the Adviser is and shall
remain duly registered in all material respects under all applicable federal and
state securities laws and that the Adviser shall perform its obligations for the
Fund in compliance in all material respects with the laws of the State of New
York and any applicable state and federal securities laws.

2.10. The Fund and Underwriter represent and warrant that all of their
directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Section 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid Bond
shall include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.

2.11. The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are and shall continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Fund, in an amount not less than the minimal coverage as required currently
by Section 270.17g-l of the 1940 Act or related provisions or may be

- 6 -
<PAGE>

promulgated from time to time. The aforesaid Bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding company.

2.12. The Company represents and warrants that it will purchase Fund
shares with Account assets derived solely from the sale of Contracts to tax-
deferred employee benefit plans and affiliates of such plans.

ARTICLE III. Prospectuses and Proxy Statements: Voting
-----------------------------------------

3.1. The Underwriter shall provide the Company (at the Company's expense)
with as many copies of the Fund's current prospectus and all supplements thereto
as the Company may reasonably request. If requested by the Company in lieu
thereof, the Fund shall provide such documentation (including a final copy of
the new prospectus and any supplements thereto as set in type at the Fund's
expense) and other assistance as is reasonably necessary in order for the
Company once each year (or more frequently if the prospectus for the Fund is
amended) to have the prospectus for the Contracts and the Fund's prospectus
printed together in one document (such printing to be at the Company's expense).

3.2. The Fund's prospectus shall state that the Statement of Additional
Information for the Fund is available from the Underwriter (or in the Fund's
discretion, the Prospectus shall state that such Statement is available from the
Fund) , and the Underwriter (or the Fund) , at its expense, shall print and
provide such Statement free of charge to the Company and to any owner of a
Contract or prospective owner of a Contract or a participant under a Contract
who requests such Statement.

3.3. The Fund, at its expense, shall provide the Company with copies of
its proxy material, reports to stockholders and other communications to
stockholders in such quantity as the Company shall reasonably require for
distributing to Contract owners or participants under a Contract.

3.4. If and to the extent required by law the Company shall:

(i) solicit voting instructions from Contract Owners or participants;
(ii) vote the Fund shares in accordance with instructions received
from Contract owners or participants; and (iii) vote Fund shares for
which no instructions have been received in the same proportion as
Fund shares of such portfolio for which instructions have been
received:

so long as and to the extent that the Securities and Exchange Commission
continues to interpret the Investment Company Act to require pass-through voting
privileges for variable contract owners. The Company reserves the right to vote
Fund shares held in any segregated asset account in its own right, to the extent
permitted by law. Participating Insurance Companies shall be responsible for

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<PAGE>

assuring that each of their separate accounts participating in the Fund
calculates voting privileges in a manner consistent with the standards set forth
on Schedule C attached hereto and incorporated herein by this reference, which
standards will also be provided to the other Participating Insurance Companies.

3.5. The Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular the Fund will either provide for
annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund
is not one of the trusts described in Section 16(c) of that Act) as well as with
Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in
accordance with the Securities and Exchange Commission's interpretation of the
requirements of Section 16(a) with respect to periodic elections of trustees and
with whatever rules the Commission may promulgate with respect thereto.

ARTICLE IV. Sales Material and Information
------------------------------

4.1. No piece of sales literature or other promotional material in which
the Fund or its investment adviser or the Underwriter is named shall be used by
the Company without the prior written approval of the Funds or its designee. The
Fund or its designee shall have fifteen Business Days from acknowledged receipt
to review such materials prior to its use.

4.2. The Company shall not give any information or make any
representations or statements on behalf of the Fund or concerning the Fund in
connection with the sale of the Contracts other than the information or
representations contained in the registration statement or prospectus for the
Fund shares, as such registration statement and prospectus may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund,
or in sales literature or other promotional material approved by the Fund or its
designee or by the Underwriter, or in published reports for the Fund which are
in the public domain or approved by the Underwriter for distribution to
shareholders of the Fund, except with the permission of the Fund or the
Underwriter or the designee of either.

4.3. No piece of sales literature or other promotional material in which
the Company and/or its Accounts are named shall be used by Fund, Underwriter or
the designee of the Fund or the Underwriter without the prior written approval
of the Company or its designee. The Company or its designee shall have fifteen
business days from acknowledged receipt to review such materials prior to its
use.

4.4. The Fund and the Underwriter shall not give any information or make
any representations on behalf of the Company or concerning the Company, the
Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for the Account which are in the public domain
or

- 8 -
<PAGE>

approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.

4.5. The Fund will provide to the Company at least two complete copies of
all registration statements, prospectuses, Statements of Additional Information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Fund or its shares, contemporaneously
with the filing of such document with the Securities and Exchange Commission or
other regulatory authorities.

4.6. The Company will provide to the Fund at least one complete copy of
all registration statements, prospectuses, Statements of Additional Information,
reports, solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no action
letters, and all amendments to any of the above, that relate to the Contracts,
contemporaneously with the filing of such document with the Securities and
Exchange Commission.

4.7. For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
----
available to customers or the public, including brochures, circulars, research
market letters, form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article) , educational or trainin
materials or other communications distributed or made generally available to
some or all agents or employees, and registration statements, prospectuses,
Statements of Additional Information, shareholder reports, and proxy materials.

ARTICLE V. Fees and Expenses
-----------------

5.1. The Fund and Underwriter shall pay no fee or other compensation to
the Company under this agreement, except that if the Fund or any Portfolio
adopts and implements a plan pursuant to Rule 12b-l to finance distribution
expenses, then the Underwriter may make payments to the Company or to the
underwriter for the Contracts if and in amounts agreed to by the Underwriter in
writing and such payments will be made out of existing fees otherwise payable to
the Underwriter, past profits of the Underwriter or other resources available to
the Underwriter. No such payments shall be made directly by the Fund. Currently,
no such payments are contemplated.

5.2. All expenses incident to performance by the Fund under this Agreement
shall be paid by the Fund. The Fund shall see to it that

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<PAGE>

all its shares are registered and authorized for issuance in accordance with
applicable federal law and, if and to the extent deemed advisable by the Fund,
in accordance with applicable state laws prior to their sale. The Fund shall
bear the expenses for the cost of registration and qualification of the Fund's
shares, preparation and filing of the Fund's prospectus and registration
statement, proxy materials and reports, setting the prospectus in type, setting
in type and printing the proxy materials and reports to shareholders (including
the costs of printing a prospectus that constitutes an annual report) , the
preparation of all statements and notices required by any federal or state law,
all taxes on the issuance or transfer of the Fund's shares.

5.3. The Company shall bear the expenses of printing and distributing the
Fund's prospectus to owners and participants of Contracts issued by the Company
and of distributing the Fund's proxy materials and reports to such Contract
owners and participants.

ARTICLE VI. Diversification
---------------

6.1. The Fund will at all times invest money from the Contracts in such a
manner as to ensure that the Contracts will be treated as variable contracts
under the Code and the regulations issued thereunder. Without limiting the scope
of the foregoing, the Fund will at all times comply with Section 817(h) of the
Code and Treasury Regulation Section 1.817-5 relating to the diversification
requirements for variable annuity, endowment, or life insurance contracts and
any amendments or other modifications to such Section or Regulations.

ARTICLE VII. Potential Conflicts
-------------------

7.1. The Board of Trustees of the Fund (the "Board") will monitor the Fund
for the existence of any material irreconcilable conflict between the interests
of the contract owners of all separate accounts investing in the Fund. An
irreconcilable material conflict may arise for a variety of reasons, including:
(a) an action by any state insurance regulatory authority; (b) a change in
applicable federal or state insurance, tax, or securities laws or regulations,
or a public ruling, private letter ruling, no-action or interpretative letter,
or any similar action by insurance, tax, or securities regulatory authorities;
(c) an administrative or judicial decision in any relevant proceeding; (d) the
manner in which the investments of any Portfolio are being managed; (e) a
difference in voting instructions given by variable annuity contract and
variable life insurance contract owners; or (f) a decision by an insurer to
disregard the voting instructions of contract owners. The Board shall promptly
inform the Company if it determines that an irreconcilable material conflict
exists and the implications thereof.

7.2. The Company will report any potential or existing conflicts of which
it is aware to the Board. The Company will assist the Board

- 10 -
<PAGE>

in carrying out its responsibilities under the Shared Funding Exemptive Order,
by providing the Board with all information reasonably necessary for the Board
to consider any issues raised. This includes, but is not limited to, an
obligation by the Company to inform the Board whenever contract owner voting
instructions are disregarded.

7.3. If it is determined by a majority of the Board, or a majority of its
disinterested trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested trustees) , take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1),
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance contract
----
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2), establishing a new
registered management investment company or managed separate account.

7.4 If a material irreconcilable conflict arises because of a decision by
the Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the Account's investment in
the Fund and terminate this Agreement; provided, however that such withdrawal
and termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. Any such withdrawal and termination must
take place within six (6) months after the Fund gives written notice that this
provision is being implemented, and until the end of that six month period the
Underwriter and Fund shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Fund.

7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
Account's investment in the Fund and terminate this Agreement within six months
after the Board informs the Company in writing that it has determined that such
decision has created an irreconcilable material conflict; provided, however,
that such withdrawal and termination shall be limited to the extent required by
the foregoing material irreconcilable conflict as determined by a majority of
the disinterested members of the Board. Until the end of the foregoing six month
period, the Underwriter and Fund shall continue to accept and implement orders
by the Company for the purchase (and redemption) of shares of the Fund.

- 11 -
<PAGE>

7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to establish a new
funding medium for the Contracts if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Board determines that
any proposed action does not adequately remedy any irreconcilable material
conflict, then the company will withdraw the Account's investment in the Fund
and terminate this Agreement within six (6) months after the Board informs the
Company in writing of the foregoing determination, provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.

7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act
or the rules promulgated thereunder with respect to mixed or shared funding (as
defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Fund and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable;
and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in such Rule(s) as so amended or
adopted.

ARTICLE VIII. Indemnification
---------------

8.1. Indemnification By The Company
------------------------------

8.1(a). The Company agrees to indemnify and hold harmless the Fund and
each of its Trustees and officers and each person, if any, who controls the Fund
within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.1) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Company) or litigation (including legal and other expenses), to
which the Indemnified Parties may become subject under any statute, regulation,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of the Fund's shares or the Contracts and:

(i) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the Registration
statement or prospectus for the Contracts

- 12 -
<PAGE>

or contained in the Contracts or sales literature for the Contracts
(or any amendment or supplement to any of the foregoing) , or arise
out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, provided that this
agreement to indemnify shall not apply as to any Indemnified Party if
such statement or omission or such alleged statement or omission was
made in reliance upon and in conformity with information furnished to
the Company by or on behalf of the Fund for use in the Registration
Statement or prospectus for the Contracts or in the Contracts or sales
literature (or any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
Registration Statement, prospectus or sales literature of the Fund not
supplied by the Company, or persons under its control) or wrongful
conduct of the Company or persons under its control, with respect to
the sale or distribution of the Contracts or Fund Shares; or

(iii) arise out of any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement, prospectus,
or sales literature of the Fund or any amendment thereof or supplement
thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading if such a statement or omission was
made in reliance upon information furnished to the Fund by or on
behalf of the Company: or

(iv) arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this Agreement;
or

(v) arise out of or result from any material breach of any
representation and/or warranty made by the Company in this Agreement
or arise out of or result from any other material breach of this
Agreement by the Company, as limited by and in accordance with the
provisions of Sections 8.1(b) and 8.1(c) hereof.

8.1(b). The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
the Fund, whichever is applicable.

- 13 -
<PAGE>

8.1(c). The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent) , but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it may have to
the Indemnified Party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Company shall be entitled to participate,
at its own expense, in the defense of such action. The Company also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Company to such party of the
Company's election to assume the defense thereof, the Indemnified Party shall
bear the fees and expenses of any additional counsel retained by it, and the
Company will not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation.

8.1(d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund Shares or the Contracts or the operation of the
Fund.

8.2. Indemnification by the Underwriter
-----------------------------------

8.2 (a). The Underwriter agrees to indemnify and hold harmless the
Company and each of its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Underwriter) or litigation
(including legal and other expenses) to which the Indemnified Parties may become
subject under any statute, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or
settlements are related to the sale or acquisition of the Fund's shares or the
Contracts and:

(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement or prospectus or sales literature of the Fund (or any
amendment or supplement to any of the foregoing) , or arise out of or
are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this agreement to
indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged

- 14 -
<PAGE>

statement or omission was made in reliance upon and in conformity with
information furnished to the Underwriter or Fund by or on behalf of
the Company for use in the Registration Statement or prospectus for
the Fund or in sales literature (or any amendment or supplement) or
otherwise for use in connection with the sale of the Contracts or Fund
shares: or

(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
Registration Statement, prospectus or sales literature for the
Contracts not supplied by the Underwriter or persons under its
control) or wrongful conduct of the Fund, Adviser or Underwriter or
persons under their control, with respect to the sale or distribution
of the Contracts or Fund shares; or

(iii) arise out of any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement, prospectus,
or sales literature covering the Contracts, or any amendment thereof
or supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statement or statements therein not misleading, if such
statement or omission was made in reliance upon information furnished
to the Company by or on behalf of the Fund; or

(iv) arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this Agreement
(including a failure, whether unintentional or in good faith or
otherwise, to comply with the diversification requirements specified
in Article VI of this Agreement); or

(v) arise out of or result from any material breach of any
representation and/or warranty made by the Underwriter in this
Agreement or arise out of or result from any other material breach of
this Agreement by the Underwriter; as limited by and in accordance
with the provisions of Sections 8.2(b) and 8.2(c) hereof.

8.2(b) The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
the Company or the Account, whichever is applicable.

8.2(c) The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an

- 15 -
<PAGE>

Indemnified Party unless such Indemnified Party shall have notified the
Underwriter in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon such Indemnified Party (or after such Indemnified Party shall have
received notice of such service on any designated agent) , but failure to notify
the Underwriter of any such claim shall not relieve the Underwriter from any
liability which it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification provision In case any
such action is brought against the Indemnified Parties, the Underwriter will be
entitled to participate, at its own expense, in the defense thereof. The
Underwriter also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice from the Underwriter
to such party of the Underwriter's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Underwriter will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.

8.2(d) The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of the Account.

8.3. Indemnification By the Fund
---------------------------

8.3(a). The Fund agrees to indemnify and hold harmless the Company , and
each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements result from the gross
negligence, bad faith or willful misconduct of the Trustees or any member
thereof, are related to the operations of the Fund and:

(i) arise as a result of any failure by the Fund to provide the
services and furnish the materials under the terms of this Agreement
(including a failure to comply with the diversification requirements
specified in Article VI of this Agreement); or

(ii) arise out of or result from any material breach of any
representation and/or warranty made by the Fund in this Agreement or
arise out of or result from any other material breach of this Agreement
by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.

- 16 -
<PAGE>

8.3(b). The Fund shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation to which
an Indemnified Party would otherwise be subject by reason of such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the performance
of such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations and duties under this Agreement or to the
Company, the Fund, the Underwriter or the Account, whichever is applicable.

8.3(c). The Fund shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Fund in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on any
designated agent) , but failure to notify the Fund of any such claim shall not
relieve the Fund from any liability which it may have to the Indemnified Party
against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, the Fund will be entitled to participate, at its own
expense, in the defense thereof. The Fund also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Fund to such party of the Fund's election to assume the
defense thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Fund will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other than
reasonable costs of investigation.

8.3(d). The Company and the Underwriter agree promptly to notify the Fund
of the commencement of any litigation or proceedings against it or any of its
respective officers or directors in connection with this Agreement, the issuance
or sale of the Contracts, the operation of the Account, or the sale or
acquisition of shares of the Fund.

ARTICLE IX. Applicable Law
--------------

9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

9.2. This Agreement shall be subject to the provisions of all applicable
laws, rules and regulations, including the 1933, 1934 and 1940 Acts, and the
rules and regulations and rulings thereunder, including such exemptions from
those statutes, rules and regulations as the Securities and Exchange Commission
may grant (including, but not limited to, the Shared Funding Exemptive Order)
and the terms hereof shall be interpreted and construed in accordance therewith.

- 17 -
<PAGE>

ARTICLE X. Termination
-----------

10.1. This Agreement shall terminate:

(a) at the option of any party upon one hundred and eighty (180) days
advance written notice to the other parties; provided, however such
notice shall not be given earlier than one year following the date of
this Agreement; or

(b) at the option of the Company to the extent that shares of
Portfolios are not reasonably available to meet the requirements of
the Contracts as determined by the Company, provided however, that
such termination shall apply only to the Portfolio(s) not reasonably
available Prompt notice of the election to terminate for such cause
shall be furnished by the Company; or

(c) at the option of the Fund in the event that formal administrative
proceedings are instituted against the Company by the National
Association of Securities Dealers, Inc. ("NASD"), the Securities and
Exchange Commission, the Insurance Commissioner or any other
regulatory body regarding the Company's duties under this Agreement or
related to the sale of the Contracts, the operation of any Account, or
the purchase of the Fund shares, provided, however, that the Fund
determines in its sole judgment exercised in good faith, that any such
administrative proceedings will have a material adverse effect upon
the ability of the Company to perform its obligations under this
Agreement; or

(d) at the option of the Company in the event that formal
administrative proceedings are instituted against the Fund or
Underwriter by the NASD, the Securities and Exchange Commission, or
any state securities or insurance department or any other regulatory
body, provided, however, that the Company determines in its sole
judgment exercised in good faith, that any such administrative
proceedings will have a material adverse effect upon the ability of
the Fund or Underwriter to perform its obligations under this
Agreement; or

(e) with respect to any Account, upon requisite vote of the Contract
owners having an interest in such Account (or any subaccount) to
substitute the shares of another investment company for the
corresponding Portfolio shares of the Fund in accordance with the
terms of the Contracts for which those Portfolio shares had been
selected to serve as the underlying investment media. The Company will
give 30 days' prior written notice to the Fund of the date of any
proposed vote to replace the Fund's shares; or

(f) at the option of the Company, in the event any of the Fund's
shares are not registered, issued or sold in accordance with
applicable state and/or federal law or such law precludes the use of
such shares as the underlying investment media of the Contracts issued
or to be issued by

- 18 -
<PAGE>

the Company; or

(g) at the option of the Company, if the Fund ceases to qualify as a
Regulated Investment Company under Subchapter M of the Code or under
any successor or similar provision, or if the Company reasonably
believes that the Fund may fail to so qualify; or

(h) at the option of the Company, if the Fund fails to meet the
diversification requirements specified in Article VI hereof; or

(i) at the option of either the Fund or the Underwriter, if (1) the
Fund or the Underwriter, respectively, shall determine, in their sole
judgment reasonably exercised in good faith, that the Company has
suffered a material adverse change in its business or financial
condition or is the subject of material adverse publicity and such
material adverse change or material adverse publicity will have a
material adverse impact upon the business and operations of either the
Fund or the Underwriter, (2) the Fund or the Underwriter shall notify
the Company in writing of such determination and its intent to
terminate this Agreement, and (3) after considering the actions taken
by the Company and any other changes in circumstances since the giving
of such notice, such determination of the Fund or the Underwriter
shall continue to apply on the sixtieth (60th) day following the
giving of such notice, which sixtieth day shall be the effective date
of termination; or

(j) at the option of the Company, if (1) the Company shall determine,
in its sole judgment reasonably exercised in good faith, that either
the Fund or the Underwriter has suffered a material adverse change in
its business or financial condition or is the subject of material
adverse publicity and such material adverse change or material adverse
publicity will have a material adverse impact upon the business and
operations of the Company, (2) the Company shall notify the Fund and
the Underwriter in writing of such determination and its intent to
terminate the Agreement, and (3) after considering the actions taken
by the Fund and/or the Underwriter and any other changes in
circumstances since the giving of such notice, such determination
shall continue to apply on the sixtieth (60th) day following the
giving of such notice, which sixtieth day shall be the effective date
of termination; or

(k) at the option of either the Fund or the Underwriter, if the
Company gives the Fund and the Underwriter the written notice
specified in Section 1.6(b) hereof and at the time such notice was
given there was no notice of termination outstanding under any other
provision of this Agreement; provided, however any termination under
this Section 10.1(k) shall be effective forty five (45) days after the
notice specified in Section 1.6(b) was given .

- 19 -
<PAGE>

10.2. It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to section 10.1(a) may be exercised for any
reason or for no reason.

10.3. Notice Requirement. No termination of this Agreement shall be
------------------
effective unless and until the party terminating this Agreement gives prior
written notice to all other parties to this Agreement or its intent to terminat
which notice shall set forth the basis for such termination. Furthermore,

(a) In the event that any termination is based upon the provisions of
Article VII, or the provision of section 10.1(a), 10.1(i), 10.1(j) or
10.1(k) of this Agreement, such prior written notice shall be ;given
in advance of the effective date of termination as required by such
provisions; and

(b) in the event that any termination is based upon the provisions of
Section 10.1(c) or 10.1(d) of this Agreement, such prior written
notice shall be given at least ninety (90) days before the effective
date of termination.

10.4. Effect of Termination. Notwithstanding any termination of this
---------------------
Agreement, the Fund and the Underwriter shall at the option of the Company,
continue to make available additional shares of the Fund pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement (hereinafter referred to as "Existing
Contracts"). Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to reallocate investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making of additional
purchase payments under the Existing Contracts. The parties agree that this
Section 10.4 shall not apply to any terminations under Article VII and the
effect of such Article VII terminations shall be governed by Article VII of this
Agreement.

10.5. The Company shall not redeem Fund shares attributable to the
Contracts (as opposed to Fund shares attributable to the Company's assets held
in the Account) except (i) as necessary to implement Contract owner initiated
transactions, (ii) as required by state and/or federal laws or regulations
(including, without limitation, approvals granted by the Securities and Exchange
Commission) or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption"), or (iii) as
necessary to implement transactions initiated by the Company to the extent
Contract owners or participants to the Contracts have agreed thereto pursuant to
the provisions of the Contracts. Upon request, the Company will promptly furnish
to the Fund and the Underwriter the opinion of counsel for the Company (which
counsel shall be reasonably satisfactory to the Fund and the Underwriter) to the
effect that any redemption pursuant to clause (ii) above is a Legally Required
Redemption. Furthermore, except in cases where permitted under the terms of the
Contracts, the Company shall not prevent Contract owners from allocating
payments to a Portfolio that was otherwise available under the Contracts without
first giving the Fund or the Underwriter 90 days notice of its intention to do
so.

- 20 -
<PAGE>

ARTICLE XI. Notices
-------

All notices under this Agreement shall be in writing and shall be effective
upon receipt and sent to the other party at the address of such party set forth
below or at such other address as such party may from time to time specify in
writing to the other party.

If to the Fund:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

If to the Company:
One Madison Avenue
New York, New York 10010
Attention: James Valentino, Senior Vice President

If to the Underwriter:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

ARTICLE XII. Miscellaneous
-------------

12.1 All persons dealing with the Fund must look solely to the property of
the Fund for the enforcement of any claims against the Fund as neither the
Trustees, officers, agents or shareholders assume any personal liability for
obligations entered into on behalf of the Fund.

12.2 Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners and participants of the Contracts and all information reasonably
identified as confidential in writing by any other party hereto and, except to
the extent of information relating to owners and participants of the Contracts
with other funding sources for their Contracts or as permitted by this
Agreement, shall not disclose, disseminate or utilize such names and addresses
and other confidential information until such time as it may come into the
public domain without the express written consent of the affected party.

12.3 This Agreement constitutes the entire understanding and agreement of
the parties hereto with respect to the subject matter hereof.

12.4 No provision of this Agreement may be waived, amended or terminated
except by a statement in writing signed by the party against which enforcement
of such waiver, amendment or termination is sought.

- 21 -
<PAGE>

12.5 The relationship between the Fund and the Company and between the
Underwriter and the Company is solely that of independent contractors. Nothing
contained in this Agreement shall be construed to create the relationship of
employer and employee, or the relationship of principal and agent between the
Fund and the Company or between the Underwriter and the Company. Further,
nothing in this Agreement is intended nor shall be construed to create a
partnership or joint venture between the Fund and the Company or between the
Underwriter and the Company.

12.6 All of the terms of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
successors and assigns; provided, that a party may not assign or transfer any of
--------
its rights or obligations hereunder without the prior written consent of the
other parties.

12.7 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

12.8 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

12.9 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.

12.10 The Fund shall maintain records as required by the Securities and
Exchange Commission applicable to investment companies registered under the 1940
Act.

12.11 Each party hereto shall cooperate with each party, its duly
authorized independent auditors and all appropriate governmental authorities
(including without limitation the Securities and Exchange Commission, the NASD
and state insurance regulators) and shall permit all such persons reasonable
access to its books and records in connection with any investigation, inquiry or
complaint by a regulatory agency relating to this Agreement and, in addition,
the transactions contemplated hereby.

12.12. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.

12.13. Nothing herein shall prevent either party from participating in any
administrative proceeding before any regulatory authority having jurisdiction
over any matter relating to this Agreement, the Contracts, the Accounts or the
Fund which may affect the parties to this Agreement. The parties shall each give
the other prompt notice in advance of any such proceeding.

- 22 -
<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative
and its seal to be hereunder affixed hereto as of the date specified below.

Company:

METROPOLITAN LIFE INSURANCE COMPANY
By its authorized officer,

SEAL By: [SIGNATURE ILLEGIBLE]
-------------------------------------
Title: Senior Vice President
-------------------------------------
Date: [ILLEGIBLE]
-------------------------------------

Fund:

VARIABLE INSURANCE PRODUCTS FUND
By its authorized officer,

By: [SIGNATURE ILLEGIBLE]
-------------------------------------
SEAL Title: Senior Vice President
-------------------------------------
Date: _____________________________________

Underwriter :

FIDELITY DISTRIBUTORS CORPORATION
By its authorized officer,

SEAL By: [SIGNATURE ILLEGIBLE]
-------------------------------------
Title: Vice President
-------------------------------------
Date: _____________________________________

- 23 -

<PAGE>

Schedule A
----------

Accounts
--------

Name of Account Date of Resolution of Company's Board
which Established the Account

Metropolitan Life
Separate Account E 9/27/83

Metropolitan Life
Separate Account F 9/27/83

- 24 -
<PAGE>

Schedule B
----------
Contracts
---------

1. Contract Form G.2952A and certificate forms G.4361, G.4362,
--------------------
and G.4363, and other contracts and certificate forms developed for sale to
colleges and universities and other tax-deferred employee benefit plans and
affiliates of such plans.

2. Contracts developed for Section 451 deferred fee arrangements, Section
457(f) deferred compensation plans and Section 457(e)(11) severance and
death benefit plans.

- 25 -
<PAGE>

SCHEDULE C
PROXY VOTING PROCEDURE

The following is a list of procedures and corresponding responsibilities for the
handling of proxies relating to the Fund by the Underwriter, the Fund and the
Company. The defined terms herein shall have the meanings assigned in the
Participation Agreement except that the term "Company" shall also include the
department or third party assigned by the Insurance Company to perform the steps
delineated below.

1. The number of proxy proposals is given to the Company by the Underwriter as
early as possible before the date set by the Fund for the shareholder
meeting to facilitate the establishment of tabulation procedures. At this
time the Underwriter will inform the Company of the Record, Mailing and
Meeting dates. This will be done verbally approximately two months before
meeting.

2. Promptly after the Record Date, the Company will perform a "tape run", or
other activity, which will generate the names, addresses and number of
units which are attributed to each participant (the "Customer") as of the
Record Date. Allowance should be made for account adjustments made after
this date that could affect the status of the Customers' accounts as of the
Record Date.

Note: The number of proxy statements is determined by the activities
described in Step #2. The Company will use its best efforts to
call in the number of Customers to Fidelity, as soon as possible,
but no later than two weeks after the Record Date.

3. The Fund's Annual Report must be sent to each Customer by the Company
either before or together with the Customers' receipt of proxy statement.
Underwriter will provide at least one copy of the last Annual Report to the
Company.

4. The text and format for the Voting Instruction Cards ("Cards" or "Card") is
provided to the Company by the Fund. The Company, at its expense, shall
produce and personalize the Voting Instruction Cards. The Legal Department
of the Underwriter or its affiliate ("Fidelity Legal") must approve the
Card before it is printed. Allow approximately 2-4 business days for
printing information on the Cards. Information commonly found on the Cards
includes:

a. name (legal name as found on account registration)
b. address
c. Fund or account number
d. coding to state number of units
e. individual Card number for use in tracking and verification of
votes (already on Cards as printed by the Fund)

(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)

- 26 -
<PAGE>

5. During this time, Fidelity Legal will develop, produce, and the Fund will
pay for the Notice of Proxy and the Proxy Statement (one document). Printed
and folded notices and statements will be sent to Company for insertion
into envelopes (envelopes and return envelopes are provided and paid for by
the Insurance Company). Contents of envelope sent to Customers by Company
will include:

a. Voting Instruction Card(s)
b. One proxy notice and statement (one document)
c. return envelope (postage pre-paid by Company) addressed to the
Company or its tabulation agent
d. "urge buckslip" - optional, but recommended. (This is a small,
single sheet of paper that requests Customers to vote as quickly
as possible and that their vote is important. One copy will be
supplied by the Fund.)
e. cover letter - optional, supplied by Company and reviewed and
approved in advance by Fidelity Legal.

6. The above contents should be received by the Company approximately 3-5
business days before mail date. Individual in charge at Company reviews and
approves the contents of the mailing package to ensure correctness and
completeness. Copy of this approval sent to Fidelity Legal.

7. Package mailed by the Company.
* The Fund must allow at least a 15-day solicitation time to the Company
----
as the shareowner. (A 5-week period is recommended.) Solicitation time
is calculated as calendar days from (but not including) the meeting,
---
counting backwards.

8. Collection and tabulation of Cards begins. Tabulation usually takes place
in another department or another vendor depending on process used. An often
used procedure is to sort Cards on arrival by proposal into vote categories
of all yes, no, or mixed replies, and to begin data entry.

Note: Postmarks are not generally needed. A need for postmark
information would be due to an insurance company's internal
procedure and has not been required by Fidelity in the past.

9. Signatures on Card checked against legal name on account registration which
was printed on the Card.

Note: For Example, If the account registration is under "Bertram C. Jones,
Trustee," then that is the exact legal name to be printed on the Card and
is the signature needed on the Card.

- 27 -
<PAGE>

10. If Cards are mutilated, or for any reason are illegible or are not signed
properly, they are sent back to Customer with an explanatory letter, a new
Card and return envelope. The mutilated or illegible Card is disregarded
and considered to be not received for purposes of vote tabulation. Any
--- --------
Cards that have "kicked out" (e.g. mutilated, illegible) of the procedure
are "hand verified," i.e., examined as to why they did not complete the
system. Any questions on those Cards are usually remedied individually.

11. There are various control procedures used to ensure proper tabulation of
votes and accuracy of that tabulation. The most prevalent is to sort the
Cards as they first arrive into categories depending upon their vote; an
estimate of how the vote is progressing may then be calculated. If the
initial estimates and the actual vote do not coincide, then an internal
audit of that vote should occur. This may entail a recount.

12. The actual tabulation of votes is done in units which is then converted to
shares. (It is very important that the Fund receives the tabulations stated
in terms of a percentage and the number of shares.) Fidelity Legal must
------
review and approve tabulation format.

13. Final tabulation in shares is verbally given by the Company to Fidelity
Legal on the morning of the meeting not later than 10:00 a.m. Boston time.
Fidelity Legal may request an earlier deadline if required to calculate the
vote in time for the meeting.

14. A Certification of Mailing and Authorization to Vote Shares will be
required from the Company as well as an original copy of the final vote.
Fidelity Legal will provided a standard from for each Certification.

15. The Company will be required to box and archive the Cards received from the
Customers. In the event that any vote is challenged or if otherwise
necessary for legal, regulatory, or accounting purposes, Fidelity Legal
will be permitted reasonable access to such Cards.

16. All approvals and "signing-off" may be done orally, but must always be
followed up in writing.

- 28 -
<PAGE>

PARTICIPATION AGREEMENT
-----------------------

Among

VARIABLE INSURANCE PRODUCTS FUND II,
------------------------------------

FIDELITY DISTRIBUTORS CORPORATION
---------------------------------

and

METROPOLITAN LIFE INSURANCE COMPANY
-----------------------------------

THIS AGREEMENT, made and entered into this 2nd day of July, 1991 by and
--- ----
among METROPOLITAN LIFE INSURANCE COMPANY, (hereinafter the "Company"), a New
York corporation, on its own behalf and on behalf of each segregated asset
account of the Company set forth on Schedule A hereto as may be amended from
time to time (each such account hereinafter referred to as the "Account"), a
segregated asset account of the Company, and the VARIABLE INSURANCE PRODUCTS
FUND II, an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts (hereinafter the "Fund") and FIDELITY DISTRIBUTORS
CORPORATION (hereinafter the "Underwriter"), a Massachusetts corporation.

WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, dated September 17, 1985 (File No. 812-6422), granting Participating
Insurance Companies and variable annuity and variable life insurance separate
accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and
15(b) of the Investment Company Act of 1940, as amended, (hereinafter the "1940
Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, to the extent
necessary to permit shares of the Fund to be sold to and held by variable
annuity and variable life insurance separate accounts of both affiliated and
unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive
Order"); and

WHEREAS, the Fund is registered as an open-end management investment company
under the 1940 Act and its shares are registered under the Securities Act of
1933, as amended (hereinafter the "1933 Act"); and

- 1 -
<PAGE>

WHEREAS, the Company has registered or will register under the 1933 Act
such variable annuity contracts that require registration under the 1933 Act;
and

WHEREAS, the Company has registered or will register the Accounts as a unit
investment trust under the 1940 Act such Accounts that require registration
under the 1940 Act; and

NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund and the Underwriter agree as follows:

ARTICLE I. Sale of Fund Shares
-------------------

- 2 -
<PAGE>

- 3 -
<PAGE>

days written notice of its intention to make such other investment company
available as a funding vehicle for the Contracts; or (c) such other investment
company was available as a funding vehicle for the Contracts prior to the date
of this Agreement and the Company so informs the Fund and Underwriter prior to
their signing this Agreement; or (d) the Fund or Underwriter consents to the use
of such other investment company. The Fund and the Underwriter acknowledge that
the Company will be offering shares of the Stock Index Portfolio of the
Metropolitan Series Fund, Inc. and the Calvert Socially Responsible Series and
Calvert-Ariel Appreciation II of the Acacia Capital Corporation to owners and
participants under the Contracts listed on Schedule B.

- 4 -
<PAGE>

ARTICLE II. Representations and Warranties
------------------------------

- 5 -
<PAGE>

- 6 -
<PAGE>

promulgated from time to time. The aforesaid Bond shall include coverage for
larceny and embezzlement and shall be issued by a reputable bonding company.

ARTICLE III. Prospectuses and Proxy Statements: Voting
-----------------------------------------

3.2. The Fund's prospectus shall state that the Statement of Additional
Information for the Fund is available from the Underwriter (or in the Fund's
discretion, the Prospectus shall state that such Statement is available from the
Fund), and the Underwriter (or the Fund), at its expense, shall print and
provide such Statement free of charge to the Company and to any owner of a
Contract or prospective owner of a Contract or a participant under a Contract
who requests such Statement.

3.4. If and to the extent required by law the Company shall:

(i) solicit voting instructions from Contract Owners or participants;
(ii) vote the Fund shares in accordance with instructions received
from Contract owners or participants; and
(iii) vote Fund shares for which no instructions have been received
in the same proportion as Fund shares of such portfolio for which
instructions have been received:

- 7 -
<PAGE>

ARTICLE IV. Sales Material and Information
------------------------------

- 8 -
<PAGE>

approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.

4.7. For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements
(such as material published, or designed for use in, a newspaper, magazine, or
other periodical, radio, television, telephone or tape recording, videotape
display, signs or billboards, motion pictures, or other public media), sales
literature (i.e., any written communication distributed or made generally
----
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training materials or other communications distributed or made generally
available to some or all agents or employees, and registration statements,
prospectuses, Statements of Additional Information, shareholder reports, and
proxy materials.

ARTICLE V. Fees and Expenses
-----------------

5.2. All expenses incident to performance by the Fund under this Agreement
shall be paid by the Fund. The Fund shall see to it that

- 9 -
<PAGE>

ARTICLE VI. Diversification
---------------

ARTICLE VII. Potential Conflicts
-------------------

7.2. The Company will report any potential or existing conflicts of which
it is aware to the Board. The Company will assist the Board

- 10 -
<PAGE>

7.4. If a material irreconcilable conflict arises because of a decision by
the Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the Account's investment in
the Fund and terminate this Agreement; provided, however that such withdrawal
and termination shall be limited to the extent required by the foregoing
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. Any such withdrawal and termination must
take place within six (6) months after the Fund gives written notice that this
provision is being implemented, and until the end of that six month period the
Underwriter and Fund shall continue to accept and implement orders by the
Company for the purchase (and redemption) of shares of the Fund.

- 11 -
<PAGE>

7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the disinterested members of the Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to establish a new
funding medium for the Contracts if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Board determines that
any proposed action does not adequately remedy any irreconcilable material
conflict, then the Company will withdraw the Account's investment in the Fund
and terminate this Agreement within six (6) months after the Board informs the
Company in writing of the foregoing determination, provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.

ARTICLE VIII. Indemnification
---------------

8.1. Indemnification By The Company
------------------------------

(i) arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the Registration
statement or prospectus for the Contracts

- 12 -
<PAGE>

or contained in the Contracts or sales literature for the Contracts
(or any amendment or supplement to any of the foregoing), or arise out
of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, provided that this
agreement to indemnify shall not apply as to any Indemnified Party if
such statement or omission or such alleged statement or omission was
made in reliance upon and in conformity with information furnished to
the Company by or on behalf of the Fund for use in the Registration
Statement or prospectus for the Contracts or in the Contracts or sales
literature (or any amendment or supplement) or otherwise for use in
connection with the sale of the Contracts or Fund shares; or

(iv) arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this Agreement;
or

- 13 -
<PAGE>

8.2. Indemnification by the Underwriter
-----------------------------------

8.2 (a). The Underwriter agrees to indemnify and hold harmless the Company
and each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.2) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Underwriter) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of the Fund's shares or the Contracts and:

(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement or prospectus or sales literature of the Fund (or any
amendment or supplement to any of the foregoing), or arise out of or
are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this agreement to
indemnify shall not apply as to any Indemnified Party if such
statement or omission or such alleged

- 14 -
<PAGE>

(ii) arise out of or as a result of statements or representations
(other than statements or representations contained in the
Registration Statement, prospectus or sales literature for the
Contracts not supplied by the Underwriter or persons under its
control) or wrongful conduct of the Fund, Adviser or Underwriter or
persons under their control, with respect to the sale or distribution
of the Contracts or Fund shares; or

8.2(c) The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an

- 15 -
<PAGE>

Indemnified Party unless such Indemnified Party shall have notified the
Underwriter in writing within a reasonable time after the summons or other first
legal process giving information of the nature of the claim shall have been
served upon such Indemnified Party (or after such Indemnified Party shall have
received notice of such service on any designated agent), but failure to notify
the Underwriter of any such claim shall not relieve the Underwriter from any
liability which it may have to the Indemnified Party against whom such action is
brought otherwise than on account of this indemnification provision In case any
such action is brought against the Indemnified Parties, the Underwriter will be
entitled to participate, at its own expense, in the defense thereof, The
Underwriter also shall be entitled to assume the defense thereof, with counsel
satisfactory to the perty named in the action. After notice from the Underwriter
to such party of the Underwriter's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Underwriter will not be liable to such partu under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.

8.3. Indemnification By the Fund
---------------------------

8.3(a). The Fund agrees to indemnify and hold harmless the Company, and
each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements result from the gross
negligence, bad faith or willful misconduct of the Trustees or any member
thereof, are related to the operations of the Fund and:

as limited by and in accordance with the provisions of Sections 8.3(b) and
8.3(c) hereof.

- 16 -
<PAGE>

8.3(c). The Fund shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Fund in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Fund of any such claim shall not
relieve the Fund from any liability which it may have to the Indemnified Party
against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, the Fund will be entitled to participate, at its own
expense, in the defense thereof. The Fund also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Fund to such party of the Fund's election to assume the
defense thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Fund will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other than
reasonable costs of investigation.

ARTICLE IX. Applicable Law
--------------

9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

- 17 -
<PAGE>

ARTICLE X. Termination
-----------

10.1. This Agreement shall terminate:

(b) at the option of the Company to the extent that shares of
Portfolios are not reasonably available to meet the requirements of
the Contracts as determined by the Company, provided however, that
such termination shall apply only to the Portfolio(s) not reasonably
available. Prompt notice of the election to terminate for such cause
shall be furnished by the Company; or

- 18 -
<PAGE>

the Company; or

(h) at the option of the Company, if the Fund fails to meet the
diversification requirements specified in Article VI hereof; or

- 19 -
<PAGE>

10.2. It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 10.1(a) may be exercised for any
reason or for no reason.

10.3. Notice Requirement. No termination of this Agreement shall be
------------------
effective unless and until the party terminating this Agreement gives prior
written notice to all other parties to this Agreement of its intent to terminate
which notice shall set forth the basis for such termination. Furthermore,

(a) In the event that any termination is based upon the provisions of
Article VII, or the provision of Section 10.1(a), 10.1(i), 10.1(j) or
10.1(k) of this Agreement, such prior written notice shall be given
in advance of the effective date of termination as required by such
provisions; and

- 20 -
<PAGE>

ARTICLE XI. Notices
-------

If to the Fund:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

If to the Company:
One Madison Avenue
New York, New York 10010
Attention: James Valentino, Senior Vice President

If to the Underwriter:
82 Devonshire Street
Boston, Massachusetts 02109
Attention: Treasurer

ARTICLE XII. Miscellaneous
-------------

12.3 This Agreement constitutes the entire understanding and agreement of
the parties hereto with respect to the subject matter hereof.

- 21 -
<PAGE>

12.6 All of the terms of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
successors and assigns; provided, that a party may not assign or transfer any of
its rights or obligations hereunder without the prior written consent of the
other parties.

12.7 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

12.8 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

12.9 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.

12.10 The Fund shall maintain records as required by the Securities and
Exchange Commission applicable to investment companies registered under the 1940
Act.

- 22 -
<PAGE>

Company:

METROPOLITAN LIFE INSURANCE COMPANY
By its authorized officer,

SEAL By: [SIGNATURE ILLEGIBLE]
---------------------------------
Title: Senior Vice President
---------------------------------
Date: 7/15/91
---------------------------------

Fund:

VARIABLE INSURANCE PRODUCTS FUND II
By its authorized officer,

By: [SIGNATURE ILLEGIBLE]
---------------------------------
SEAL Title: Senior Vice President
---------------------------------
Date: _________________________________

Underwriter:

FIDELITY DISTRIBUTORS CORPORATION
By its authorized officer,

SEAL By: [SIGNATURE ILLEGIBLE]
---------------------------------
Title: Vice President
---------------------------------
Date: _________________________________

- 23 -
<PAGE>

Schedule A
----------

Accounts
--------

Name of Account Date of Resolution of Company's Board
which Established the Account

Metropolitan Life
Separate Account E 9/27/83

Metropolitan Life
Separate Account F 9/27/83
<PAGE>

Schedule B
----------
Contracts
---------

1. Contract Form G.2952A and certificate forms G.4361, G.4362, and G.4363, and
-------
other contracts and certificate forms developed for sale to colleges and
universities and other tax-deferred employee benefit plans and affiliates
of such plans.

2. Contracts developed for Section 451 deferred fee arrangements, Section
457(f) deferred compensation plans and Section 457(e)(11) severance and
death benefit plans.

- 25 -
<PAGE>

SCHEDULE C
PROXY VOTING PROCEDURE

3. The Fund's Annual Report must be sent to each Customer by the Company
either before or together with the Customers' receipt of a proxy statement.
Underwriter will provide at least one copy of the last Annual Report to the
Company.

(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)

- 26 -
<PAGE>

Note: Postmarks are not generally needed. A need for postmark
information would be due to an insurance company's internal
procedure and has not been required by Fidelity in the past.

9. Signatures on Card checked against legal name on account registration which
was printed on the Card.

Note: For Example, If the account registration is under "Bertram C. Jones,
Trustee," then that is the exact legal name to be printed on the Card and is
the signature needed on the Card.

- 27 -
<PAGE>

16. All approvals and "signing-off" may be done orally, but must always be
followed up in writing.

- 28 -

<PAGE>

EXHIBIT (4) (a)

Filed with Post-Effective Amendment No. 8 to this Registration Statement on Form
N-4 on April 24, 1989.

<PAGE>

[LOGO OF METLIFE APPEARS HERE]

METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
One Madison Avenue--New York, New York 10010

________________________________________________________________________________
Contractholder
Trustee of the Metropolitan Group Annuity Contracts Trust

________________________________________________________________________________
Group Annuity Contract No. Issue Date
8252-2 August 1, 1984

________________________________________________________________________________

NOTICE: ANY PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT THAT ARE BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT ARE VARIABLE AND SPECIFIC DOLLAR
AMOUNTS ARE NOT GUARANTEED. THE DOLLAR AMOUNTS OF SUCH PAYMENTS AND VALUES WILL
INCREASE OR DECREASE, AS SET OUT IN THIS CONTRACT, DEPENDING UPON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT.

In Consideration of the payments Metropolitan receives under this Contract,

Metropolitan Life Insurance Company
("Metropolitan")

Agrees to make payments, and to pay annuities bought, under this Contract in
accordance with and subject to its terms.

Therefore, the Contractholder and Metropolitan execute this Contract in
duplicate to take effect as of the Issue Date.

The Bank of New York, Trustee Metropolitan Life Insurance Company

By: ----------------------------- /s/ John J. Creedon /s/ Harry P. Kamen
John J. Creedon Harry P. Kamen
President and Chief Senior Vice-President
[SIGNATURE ILLEGIBLE] Executive Officer and Secretary
- ---------------------------------
Signature

Assistant Vice President
- ---------------------------------
Title

[SIGNATURE ILLEGIBLE] [SIGNATURE ILLEGIBLE]
- --------------------------------- -----------------------------------
Witness Registrar

10/1/85 10/11/85
- --------------------------------- -----------------------------------
Date Date

New York, N.Y. New York, N.Y.
- --------------------------------- -----------------------------------
City and State City and State

ALTHOUGH THE FIXED INTEREST ACCOUNT PORTION OF THIS CONTRACT
IS PARTICIPATING, METROPOLITAN DOES NOT ANTICIPATE THAT THIS
CONTRACT WILL BE ENTITLED TO ANY DIVIDEND. SEE SECTION A13.l.

IRC Section 401 Group Annuities
Separate Account E
Nonparticipating Annuities

Form G.2444C SPECIMEN
<PAGE>

CONTENTS

SECTION A - FIXED INTEREST ACCOUNT

<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
Al. Introduction.............................................. 2

A2. Payments to Metropolitan.................................. 3

A3. Maintenance of the Fixed Interest Account................. 4

A4. Interest Credited to the Fixed Interest Account........... 4

A5. Participants' Fixed Interest Account Balances............. 5

A6. Withdrawals from Participants' Fixed Interest
Account Balances.................................. 5

A7. Withdrawals from the Fixed Interest Account
to pay Administrative Charges..................... 6

A8. Withdrawals from the Fixed Interest Account
to Purchase Annuities for Participants............ 7

A9. Withdrawals from the Fixed Interest Account
to make Transfers to the Separate Account
or Payments to Trustees........................... 7

Al0. Withdrawals from the Fixed Interest Account
after a Participant Dies.......................... 8

A11. Fixed Interest Account Early Withdrawal Charges........... 9

A12. Annuity Purchases......................................... 10

A13. General Provisions........................................ 12

Al4. Annuity Purchase Rates.................................... 14

Section B - Separate Account

B1. Introduction.............................................. 18

B2. Payments to Metropolitan.................................. 20

B3. Maintenance of the Separate Account....................... 21

B4. Valuation of Assets in Investment Divisions............... 21

B5. Metropolitan's Right to Make Changes...................... 22
</TABLE>
<PAGE>

CONTENTS (Continued)

<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
B6. Participants' Separate Account Balances................... 23

B7. Withdrawals from Investment Divisions..................... 23

B8. Withdrawals from the Separate Account to pay
Administrative Charges............................ 24

B9. Withdrawals from the Separate Account to Purchase
Annuities for Participants........................ 25

B10. Withdrawals from the Investment Divisions to make
Transfers to the Fixed Interest Account or
to Other Investment Divisions or Payments
to Trustees....................................... 25

B11. Withdrawals from the Separate Account after
a Participant Dies................................ 27

B12. Separate Account Early Withdrawal Charges................. 27

B13. Annuity Purchases......................................... 28

B14. General Provisions........................................ 30

B15. Annuity Purchase Rates.................................... 32
</TABLE>
<PAGE>

Section A. Fixed Interest Account

Section A1. Introduction

A1.2 "Annuitant" means a person upon whose life an annuity has been
purchased by a Trustee under this Contract.

A1.3 "Designated Office" means Metropolitan's Home Office at One Madison
Avenue, New York, New York 10010 or such other location or locations
as Metropolitan may designate in place of its Home Office.

A1.4 "Employer" means an employer that has established a Plan and that
has arranged with Metropolitan to utilize this Contract in
connection with Plan.

A1.5 "Fixed Interest Account" means the account Metropolitan will
establish under this Contract and to which it will add the payments
it receives that are allocated to the Fixed Interest Account. The
Fixed Interest Account is part of Metropolitan's general account.

A1.6 "Participant" means any employee of an Employer with respect to whom
Metropolitan has accepted a payment under this Contract.
Metropolitan has the right at any time on or after the fifth
anniversary of the Issue Date to refuse to allow additional
employees to become Participants. A person will cease to be a
Participant at such time as Metropolitan is no longer holding any
Account Balance on account of such person. References to
Participants and to Participants' Account Balances and Fixed
Interest Account Balances are for bookkeeping purposes only and do
not give the Participants any rights under this Contract. Only the
Trustees will have such rights.

For the purposes of Sections A3.l, A3.4, A9.1, A9.3, A11.1, A11.2
and A11.3

(a) "Participant I" means any Participant whose Employer's request
to become an Employer under this Contract is dated prior to
January 18, 1988.

(b) "Participant II" means any Participant whose Employer's request
to become an Employer under this Contract is dated on or after
January 18, 1988.

Form G.2444C-4 (2)
(January 18,1988)
<PAGE>

Section Al - Continued

A1.7 "Plan" means a plan that meets the requirements for qualification
under Section 401 of the Internal Revenue Code of 1986 as from time
to time amended ("the Code"), established by an Employer for the
exclusive benefit of its employees or their beneficiaries and under
which it is impossible before the satisfaction of all liabilities
with respect to such employees and their beneficiaries for any part
of the corpus or income to be diverted to purposes other than for
their exclusive benefit.

A1.8 "Trustee" means the trustee of a qualified trust as determined under
Section 401 of the Code. Any provisions of this Contract permitting
a Trustee to make payments, request withdrawals, or take any other
action with respect to a Participant or his or her Account Balance
or Fixed Interest Account Balance apply only to the Trustee of a
Plan under which payments have been accepted by Metropolitan on
behalf of that Participant.

A1.9 The meanings of an "Accumulation Unit", a "Valuation Period", the
"Separate Account", and the "Investment Divisions" of the Separate
Account are given in Section B1 of this Contract. These terms have
the same meaning when used in this Section A.

Form G.2444C-4 (2.1)

(January 18, 1988)
<PAGE>

Section A2. Payments to Metropolitan

A2.1 Metropolitan will accept under this Contract for addition to the
fixed Interest Account each amount allocated to the Fixed Interest
Account pursuant to Section A2.2 that a Trustee pays hereunder on
behalf of a Participant. The Trustee will identify the Participant
on behalf of whom the payment is made.

Payments to Metropolitan under this Contract are subject to the
following conditions

(a) Metropolitan has the right to refuse to accept any payment
smaller than $25 or any payments that total more than $50,000
during any calendar month on account of a Participant.
Metropolitan reserves the right to change this $25 minimum at
any time.

(b) Metropolitan has the right to refuse to accept any further
payments on account of a Participant and to make payment to the
Trustee as if it had requested withdrawal of the Participant's
entire Account Balance, if (i) more than four years have
elapsed since the date Metropolitan received the last amount on
account of such Participant, and (ii) such Participant's entire
Account Balance is smaller than $800.

(c) Metropolitan will accept no further payments under this
Contract on account of any Participant who is not employed by
an Employer.

(d) Metropolitan has the right to refuse to accept any payments on
account of a person unless the initial payment is received by
Metropolitan within 190 days after the Trustee has told
Metropolitan that a payment would be made on such person's
behalf.

(e) Metropolitan will accept no payments under this Contract on
account of any person until (i) Metropolitan has received the
Trustee's request that this Contract be utilized for that
person; and (ii) Metropolitan has entered that person's name on
its records under this Contract. Any amounts received by
Metropolitan on account of a person before the last to occur of
these conditions will not be accepted until both of these
conditions have occurred.

A2.2 The Trustee will direct Metropolitan whether payments accepted under
this Contract on the Participant's account are to be added to the
Fixed Interest Account. The direction will specify whether all,
none, or a part (which must be given as a whole percentage) of such
payments are to be added to the Fixed Interest Account. The Trustee
may change allocation direction as to future payments with respect
to a Participant by notice to Metropolitan. Such change will take
effect within 7 business days after the notice is received by
Metropolitan or, if later, on the date specified in the notice if
such date is no more than 30 days after Metropolitan's receipt of
the notice.

Form G.2444C-3 (3)

(May 1, 1987)
<PAGE>

Section A3. Maintenance of the Fixed Interest Account

A3.1 Metropolitan will establish a subpart in the Fixed Interest Account
as follows

(a) for a Participant I Metropolitan will continue to establish a
subpart in the Fixed Interest Account as of the first day of
each calendar quarter. The subpart established as of the Issue
Date was designated subpart 1, and the subparts established
thereafter will continue to be numbered consecutively.

(b) for a Participant II Metropolitan will establish a subpart in
the Fixed Interest Account as of January 18, 1988, and
periodically thereafter. The subpart established as of January
18, 1988 will be designated subpart lA and the subparts
established thereafter will be numbered consecutively.

A3.2 Before the establishment of each subpart Metropolitan will specify
the Maturity Date of such subpart. The Maturity Date will be
December 31st of the first, second, third or fourth calendar year,
whichever Metropolitan specifies, following the calendar year as of
which the subpart is established.

A3.3 Each amount to be added to the Fixed Interest Account will be added
to the most recently established subpart as of the date that the
amount is accepted by Metropolitan or transferred to the Fixed
Interest Account.

A3.4 Except as the Trustee may otherwise direct pursuant to Section A8 or
A9, on the day after the Maturity Date of a subpart in which a
portion of the Participant's Fixed Interest Account Balance is
maintained, Metropolitan will automatically transfer such portion of
the Participant's Fixed Interest Account Balance (i) to the subpart
being established as of the date of the transfer for a Participant I
or (ii) to the most recently established subpart for a Participant
II.

Section A4. Interest Credited to the Fixed Interest Account

A4.1 Metropolitan will credit interest on amounts while in a subpart at a
daily compound rate for the period from the date of addition to the
subpart up to, but not including, the date of withdrawal from such
subpart.

A4.2 Before the establishment of each subpart Metropolitan will determine
the rate of interest that it will credit on amounts while in such
subpart. The rate of interest credited on amounts in a subpart will
remain in effect without change from the date of establishment of
the subpart to the Maturity Date of the subpart.

A4.3 In no event will any rate of interest credited on amounts while in
any subpart be less than an effective annual rate of 3%.

Form G.2444C-4 (4)
(January 18, 1988)
<PAGE>

Section A5. Participants' Fixed Interest Account Balances

A5.l Metropolitan will maintain records of any amount held in the
Fixed Interest Account on account of each Participant.

A5.2 Not less often than once in each twelve month period Metropolitan
will send to the Trustee for each Participant a statement of that
Participant's Fixed Interest Account Balance.

Section A6. Withdrawals from Participants' Fixed Interest Account Balances

A6.1 Metropolitan will make withdrawals from the Participants' Fixed
interest Account Balances in order to

(a) pay administrative charges pursuant to Section A7,

(b) purchase annuities for Participants pursuant to Section A8,

(d) make payment or purchase an annuity pursuant to Section Al0
after the death of a Participant.

A6.2 Any such withdrawal will be made as of the date Metropolitan
receives the direction to make the withdrawal or as of any later
date specified in the direction except that

(a) if the date specified is more than 180 days after the date
Metropolitan receives the direction, or if the Participant dies
before the date specified, Metropolitan will not make the
withdrawal,

(b) any other withdrawals taking effect before the date specified
will be made first,

(c) if the withdrawal is made in order to transfer amounts to the
Separate Account, and a Valuation Period does not end on the
date as of which the withdrawal would normally be made under
this Section A6.2, the withdrawal will be made as of the next
following date on which a Valuation Period ends,

(d) if the withdrawal is made in order to purchase an annuity, the
withdrawal will be made as of the date the annuity is to be
purchased pursuant to Section A12.l(d), subject to the
provisions of Section A6.2(e),

(e) if the withdrawal is made pursuant to Section A9.2 or A10, the
withdrawal will be made as of the date on which Metropolitan
receives due proof that the conditions specified in any such
section have been met,

(f) if the withdrawal is made pursuant to Section A7, A9.3 or A9.4,
it will be made as of the date determined by Metropolitan.

Form G.2444C-3 (5)
(May 1, 1987)
<PAGE>

Section A6 - Continued

As required by law, Metropolitan reserves the right to defer any
such withdrawal for not more than six months. (Metropolitan does not
presently anticipate exercising this right.)

A6.3 Any partial withdrawal will be charged against the highest numbered
subpart in which all or a portion of the Participant's Fixed
Interest Account Balance is maintained and then, to the extent
necessary, successively against lower numbered subparts on a last in
first out basis. However, any subpart whose Maturity Date occurs on
the date of a withdrawal will be deemed to be the highest numbered
subpart.

A6.4 Any withdrawal that would have been made on a Maturity Date but for
the provisions of Section A6.2(c) will be deemed to have been made
on the Maturity Date for purposes of Section A6.3 and any withdrawal
that would have been made on or within 30 days after a Maturity Date
but for the provisions of Section A6.2(c) will be deemed to have
been made on or within 30 days after the Maturity Date for the
purposes of Section All.

A6.5 Any withdrawal will completely discharge Metropolitan's liability
with respect to the amount withdrawn from the Fixed Interest
Account.

Section A7. Withdrawals from the Fixed interest Account to pay Administrative
Charges

A7.1 Once each calendar year Metropolitan will withdraw an administrative
charge from the Participant's Fixed Interest Account Balance. In
addition, if the Participant's entire Account Balance is withdrawn
to make payment to the Trustee pursuant to Section A9, the Fixed
Interest Account Balance will be reduced before the withdrawal is
made by the amount of any unpaid administrative charge. Any such
charge will be in addition to any early withdrawal charge.

A7.2 The administrative charge will be $15 per year, imposed on a pro
rata basis for each month or fraction thereof in which the
Participant has a Fixed Interest Account Balance. However, in any
year the administrative charge will be waived to the extent
necessary to guarantee preservation of a Fixed Interest Account
Balance at least equal to the payments that were added to the Fixed
Interest Account with respect to the Participant, plus interest at
an effective annual rate of 3% for the periods such amounts are in
the Fixed Interest Account, minus any withdrawals (other than to pay
administrative charges) from the Fixed Interest Account.

A7.3 Metropolitan reserves the right to change the administrative charge
on any anniversary of the Issue Date upon 90 days notice to the
Trustee.

Form G.2444C-4 (6)
(January 18, 1988)
<PAGE>

Section A8. Withdrawals from the Fixed Interest Account to Purchase Annuities
for Participants

A8.1 The Trustee may at any time direct Metropolitan to withdraw the
entire Account Balance of a Participant, and apply such balance to
purchase an annuity for that Participant in accordance with Section
A12. No early withdrawal charge will be imposed in connection with
such withdrawal.

Section A9. Withdrawals from the Fixed Interest Account to make Transfers to the
Separate Account or Payments to Trustees

A9.1 The Trustee may at any time direct Metropolitan to withdraw all, a
specified whole percentage, or a specified dollar amount of a
Participant's Fixed Interest Account Balance in order to

(a) make a transfer to the Separate Account, but in any calendar
year not more than twelve of the following transfers may be
made: (i) from the Fixed Interest Account to the Separate
Account, (ii) from the Separate Account to the Fixed Interest
Account, (iii) among the Investment Divisions of the Separate
Account, or

(b) make payment to the Trustee.

Metropolitan will accept no direction that would result in a payment
or transfer of less than $1,000 unless the direction applies to the
Participant's entire Fixed Interest Account Balance, or applies only
to amounts being withdrawn from a subpart (a) on its Maturity Date
for a Participant I or (b) on or within 30 days after its Maturity
Date for a Participant II. If, after any withdrawal and payment, (i)
the Participant's entire Account Balance would be less than $800 and
(ii) more than four years have elapsed since the date Metropolitan
received the last amount on account of such Participant,
Metropolitan has the right to make payment as if the Trustee's
direction had applied to the entire Account Balance of the
Participant.

An early withdrawal charge will be imposed upon the Fixed Interest
Account Balance in connection with a withdrawal under this Section
A9.1 unless

(i) for a Participant I:

(a) the Participant has been a Participant for at least 7
uninterrupted years on or before the date the withdrawal is
made, or

(b) the date the withdrawal is made is the Maturity Date of
each subpart from which the withdrawal is made, or

Form G.2444C-4 (7)
(January 18, 1988)
<PAGE>

Section A9 - Continued

(ii) for a Participant II:

(a) the Participant has attained age 69 before the date the
withdrawal is made, or

(b) the date the withdrawal is made is on or within 30 days
after the Maturity Date of each subpart from which the
withdrawal is made, or

The amount of the early withdrawal charge will be as specified in
Section All.

A9.2 The Trustee may direct Metropolitan to withdraw a Participant's
entire Account Balance and have such amount paid to the Trustee
without the imposition of an early withdrawal charge if

(a) the Participant becomes totally disabled as defined under the
Federal Social Security Act, and

(b) the Trustee submits to Metropolitan due proof of such
disability.

A9.3 Metropolitan may withdraw a Participant's entire Account Balance and
make payment to the Trustee as if the Trustee had requested
withdrawal of the Participant's entire Account Balance if the Plan
ceases to satisfy any of the provisions specified under Section A1.7
for constituting a "Plan" or if (i) more than four years have
elapsed since the date Metropolitan received the last amount on
account of such Participant, and (ii) such Participant's entire
Account Balance is smaller than $800.

An early withdrawal charge will be imposed upon the Fixed Interest
Account Balance in connection with the withdrawal unless

(i) for a Participant I:

(a) the Participant has been a Participant for at least 7 full
uninterrupted years on or before the date the withdrawal is
made, or

(b) the date the withdrawal is made is the Maturity Date of
each subpart from which the withdrawal is made.

(ii) for a Participant II:

(a) the Participant has attained age 69 on or before the date
the withdrawal is made, or

(b) the date the withdrawal is made is on or within 30 days
after the Maturity Date of each subpart from which the
withdrawal is made.

Form G.2444C-4 (8)
(January 18, 1988)
<PAGE>

Section A9 - Continued

The amount of the early withdrawal charge will be as specified in
Section All.

A9.4 Effective January 1, 1989:

(a) for any Participant who has not attained age 70 1/2 prior to
January 1, 1988, distribution of the Participant's entire
Account Balance may commence no later than April 1 of the year
following the year in which the Participant attains age 70 1/2.

(b) for any Participant who has attained age 70 1/2 prior to January
1, 1988, distribution of the Participant's entire Account
Balance may commence no later than the April 1 of the year
following the later of (i) the year in which the Participant
attains age 70 1/2 or (ii) the year in which the Participant
retires.

No early withdrawal charge will be imposed in connection with such
distributions.

Section Al0. Withdrawals from the Fixed Interest Account after a Participant
Dies

A10.1 After Metropolitan's receipt of due proof of a Participant's death,
Metropolitan will withdraw the greater of (a) the value of the
Participant's entire Account Balance as of the date due proof is
received; or (b) the total of all payments made to Metropolitan on
account of the Participant less any partial withdrawals, and pay
such amount to the Trustee. However, the Trustee may, instead, elect
to have this amount applied to purchase an annuity in accordance
with Section A12. In either case no early withdrawal charge will be
imposed in connection with such withdrawal.

Section All. Fixed Interest Account Early Withdrawal Charges

A1l.1 The early withdrawal charge imposed pursuant to Section A9.1 or A9.3
in connection with a withdrawal from the Fixed Interest Account
Balance will be equal to

(a) that part of the amount used to make a transfer or payment that
is not exempt (under Section A11.2 or A11.3) from the early
withdrawal charge, multiplied by

(b) the applicable factor from Column I of the appropriate table
below,

but only if the Participant's Fixed Interest Account Balance
remaining after the withdrawal is at least equal to the early
withdrawal charge. In such case Metropolitan will make the transfer
of payment directed by the Trustee, and then withdraw the early
withdrawal charge from the remaining Fixed Interest Account Balance.

Form G.2444C-4 (9)
(January 18, 1988)
<PAGE>

Section A11 - Continued

If the Participant's Fixed Interest Account Balance, if any, that
would have remained after the transfer or payment directed by the
Trustee is less than this early withdrawal charge (i.e., there would
not be enough left to pay the charge) Metropolitan will instead
withdraw from the Participant's Fixed Interest Account Balance, to
make the transfer or payment directed by the Trustee, both

(a) any amounts exempt from the early withdrawal charge pursuant to
Sections A1l.2 and A11.3, and any applicable administrative
charges pursuant to Section A7, and

(b) an amount equal to the remaining Fixed Interest Account Balance
divided by the applicable factor from Column II of the
appropriate table below.

Metropolitan will then withdraw the remaining Fixed Interest Account
Balance as the early withdrawal charge.

(a) For a Participant I:

Participant's Full
Uninterrupted Years of
Contract Participation
at Withdrawal Column I Column II
----------------------- -------- ---------
less than 3 0.07 1.07
at least 3 but less than 4 .06 1.06
at least 4 but less than 5 .05 1.05
at least 5 but less than 6 .04 1.04
at least 6 but less than 7 .02 1.02
7 or more .00 1.00

(b) For a Participant II:

Participant's Age
at Withdrawal Column I Column II
----------------------- -------- ---------

less than 63 0.07 1.07
at least 63 but less than 64 .06 1.06
at least 64 but less than 65 .05 1.05
at least 65 but less than 66 .04 1.04
at least 66 but less than 67 .03 1.03
at least 67 but less than 68 .02 1.02
at least 68 but less than 69 .01 1.01
69 or more .00 1.00

Form G.2444C-4 (9.1)
(January 18, 1988)
<PAGE>

Section A11 - Continued

A11.2 No early withdrawal charge will apply to any amount withdrawn from a
subpart of the Fixed Interest Account (a) on the Maturity Date of
such subpart for a Participant I or (b) on or within 30 days after
the Maturity Date of such subpart for a Participant II.

A1l.3 If no previous withdrawal has been made from any part of the
Participant's Account Balance (whether in the Fixed Interest Account
or the Separate Account) during a calendar year, other than to make
transfers from or within the Separate Account, or to pay
administrative charges, an amount up to 10% of the Participant's
Fixed Interest Account Balance may be withdrawn subject to the
provisions of Section A9, without any early withdrawal charge being
imposed.

Any amounts withdrawn from a subpart of the Fixed Interest Account
(a) on the Maturity Date of such subpart for a Participant I or (b)
on or within 30 days after the Maturity Date of such subpart for a
Participant II will not be included under this Section A11.3 in
determining the amount of the Participant's Fixed Interest Account
Balance.

Section A12. Annuity Purchases

A12.1 If an election is made under this Contract to have the Participant's
entire Account Balance applied to purchase an annuity, Metropolitan
will require the following information

(a) The social security number, date of birth and address of the
Annuitant, the name and social security number of the
beneficiary and, if applicable, the social security number,
name, address and date of birth of any survivor Annuitant.
Metropolitan has the right to require evidence, satisfactory to
itself, of dates of birth. The Annuitant will be the
Participant unless the annuity is purchased pursuant to Section
Al0, in which case the Annuitant will be designated by the
Trustee.

(b) The form of annuity selected, which will be one of those set
forth in Section A14 or any other form of annuity agreed upon
by Metropolitan.

(d) The purchase date of the annuity which will be a date not less
than 30 nor more than 180 days after the date Metropolitan
receives the election along with all required information. If,
however, the annuity is purchased after the death of a
Participant, the purchase date will be the date Metropolitan
received due proof of the Participant's death. In no event may
the purchase date be later than the Annuitant's 75th birthday.
The purchase of an annuity for a Participant covered under the
provisions of the next following paragraph will be in
accordance with such provisions.

Form G.2444C-4 (10)
(January 18, 1988)
<PAGE>

Section A12 - Continued

Effective January l, 1989:

(i) For any Participant who has not attained age 70 1/2 prior
to January l, 1988, if the Annuitant is the Participant the
purchase date of the annuity may be no later than April 1
of the year following the year in which the Participant
attains age 70 1/2.

(ii) For any Participant who has attained age 70 1/2 prior to
January l, 1988, if the Annuitant is the Participant the
purchase date of the annuity may be no later than the April
1 of the year following the later of (i) the year in which
the Participant attains age 70 1/2 or (ii) the year in
which the Participant retires.

Regardless of the mode of annuity payment chosen, the first
annuity payment will be made as of the purchase date of the
annuity.

Form G.2444C-3 (10.1)
(May 1, 1987)
<PAGE>

Section A12 - Continued

Al2.2 The Consideration for an annuity will be the amount applied pursuant
to Section A8 or A10, to purchase the annuity, reduced by any
applicable premium tax.

Al2.3 Metropolitan will determine the payment to the Annuitant as of the
purchase date of the annuity by applying the Consideration to the
rate set forth in Section Al4 for the form of annuity selected for
the Annuitant. If payments are to be made other than monthly, the
amounts shown in Section Al4 will be adjusted to the actuarially
equivalent amounts for the frequency of payments elected. If the
monthly rate of an annuity would be less than $20 (regardless of
whether or not monthly annuity payments were elected), Metropolitan
will have the right to refuse to make the annuity purchase and,
instead, to pay to the Trustee the amount that would otherwise be
applied to purchase the annuity, before any reduction on account of
premium tax.

Al2.4 If at the time of an annuity purchase Metropolitan has in effect for
contracts in the same class as this Contract annuity purchase rates
more favorable to the Trustee than those set forth for purchase of
annuities in Section Al4, Metropolitan will apply the more favorable
rates in place of those set forth in Section Al4.

Al2.5 Metropolitan has the right as of any anniversary of the Issue Date
to change the annuity purchase rates set forth in Section Al4. No
such change will apply to any annuity purchased with the Account
Balance of any person who was a Participant under this Contract as
of the day immediately preceding the effective date of any such
change.

Al2.6 Metropolitan will issue a certificate for delivery to each
Annuitant. Such certificate will describe the annuity purchased for
the Annuitant.

Al2.7 If there has been a misstatement as to any Annuitant, Metropolitan
will not pay more annuity benefits than would have been provided if
the correct information had been given. Any overpayment or
underpayment of an annuity, together with interest, will be
deducted from or added to, respectively, future annuity payments.
The interest rate will be that used to determine the annuity
purchase rates for the annuity purchased.

Form G.2444C (11)
<PAGE>

Section A12 - Continued

A12.8 If Metropolitan is holding any Separate Account Balance on account
of a Participant, the amounts applied to purchase an annuity under
Section B13 will be combined with those applied to purchase an
annuity under this Section Al2, and only a single annuity will be
purchased with the combined amounts.

Section Al3. General Provisions

Al3.l The Fixed Interest Account Section of this Contract is participating
except that the financial experience of any annuities bought under
this Contract will not be considered in determining this Contract's
financial experience. Metropolitan will determine annually any
dividend to which this Fixed Interest Account Section of the
Contract may be entitled. Any dividend will be equitably apportioned
among the Participants based on their respective Fixed Interest
Account Balances. However, in view of the manner in which
Metropolitan determines the rates of interest to be credited on
amounts while in the Fixed Interest Account, Metropolitan does not
anticipate that this Fixed Interest Account Section of the Contract
will be entitled to any dividend.

Al3.2 After the purchase of an annuity, the Annuitant may change the
designation of beneficiary by notice to Metropolitan. Upon
Metropolitan's receipt of the notice the change will take effect as
of the date the notice was signed, but without prejudice to
Metropolitan on account of any payment it made before it received
the notice or so soon after such receipt that payment could not
reasonably be stopped.

If more than one beneficiary is named and the respective interest of
each beneficiary is not specified, the beneficiaries will be paid in
equal shares. If one of several beneficiaries dies be-fore the
Annuitant, any amounts payable upon the death of the Annuitant will
be paid to the surviving beneficiaries. If there is no surviving
beneficiary at the death of an Annuitant, the amount then payable
will be paid to the estate of the Annuitant.

Al3.3 This Contract is the entire contract between the parties. The
Contractholder's statements will be deemed representations and not
warranties. No sales representative or other person, except an
authorized officer of Metropolitan, may make or change any contract
or certificate or make any binding promises about any contract or
certificate. Any amendment, modification or waiver of any provision
of this Contract or any certificate may be made effective on behalf
of Metropolitan only by an authorized officer of Metropolitan.

Form G.2444C (12)
<PAGE>

Section A13 - Continued

A13.4 The Trustee's rights under this Contract are nontransferable and
nonforfeitable. No amount payable under this Contract may be
assigned or encumbered and, 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.

The amounts payable under this Contract are equal to at least the
minimums required by any applicable law.

A13.5 Metropolitan 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 such payee's application of any amounts so paid. Any
direction for a withdrawal must be in a form satisfactory to
Metropolitan.

A13.6 A11 communications under this Contract and any amendment,
modification or waiver of this Contract will be in writing. A11
payments and communications to Metropolitan shall be directed to its
Designated Office. Metropolitan will not be deemed to have received
a payment or communication until it is received at the Designated
Office. Metropolitan may, but need not, establish procedures for
certain communications to be received by telephone or by other non-
written means. If it does so, such communications will be deemed to
have been received when actually received in accordance with such
procedures.

A13.7 If a Plan ceases to satisfy any of the provisions specified under
Section A1.7 for constituting a "Plan", the Trustee with respect to
that Plan will promptly notify Metropolitan.

A13.8 The sole responsibility of the Contractholder is to serve as party
to this Contract pursuant to the terms of the Metropolitan Group
Annuity Contracts Trust. The Contractholder will have no
responsibility to any Trustee, Employer, Participant, Annuitant or
beneficiary. Any obligations arising out of this Contract with
respect to such persons will be Metropolitan's.

A13.9 This Contract will cease upon Metropolitan's fulfillment of
a11 its duties and obligations hereunder.

Form G.2444C-3 (13)
(May 1, 1987)
<PAGE>

Section A14. Annuity Purchase Rates

(a) Life Annuity Form

Under this form of annuity Metropolitan will make monthly payments to the
Annuitant from the commencement date of the annuity, if the Annuitant is then
living, to the date of the last payment before the Annuitant's death. No
payments will be made after the Annuitant's death.

<TABLE>
<CAPTION>
Annuitant's Exact
Age on Date of Monthly Annuity Payment
Purchase of Annuity per $1,000 of Consideration
-------------------- ---------------------------
<S> <C>
55 $3.85
56 3.91
57 3.98
58 4.05
59 4.12
60 4.19
61 4.27
62 4.36
63 4.45
64 4.54
65 4.64
66 4.75
67 4.86
68 4.99
69 5.l1
70 5.25
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444C (14)
<PAGE>

Section Al4 - Continued

(b) Joint and Survivor Life Annuity Form

Under this form of annuity, Metropolitan will make monthly payments from the
commencement date of the annuity, if both Annuitants are then living, to the
date of the last payment before the death of the second to die of the Annui-
tants. Annuity payments provided during the primary Annuitant's lifetime are
payable to the primary Annuitant; any annuity payments provided after the
primary Annuitant's death are payable to the survivor Annuitant. Annuity
payments due to the survivor Annuitant are a specified percentage, not greater
than 100%, of the annuity payments due to the primary Annuitant. No payments
will be made after the death of the survivor Annuitant.

<TABLE>
<CAPTION>
Monthly Annuity Payment to Primary Annuitant
per $1,000 of Consideration if Percentage of
Annuitants' Exact Monthly Annuity Payment Payable to Survivor
Ages on Date of Annuitant is:
------------------------------------------------
Purchase of Annuity 50% 66 2/3% 75% 100%
------------------- --- ------- --- ----
<S> <C> <C> <C> <C>
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
</TABLE>

* In each pair of ages, the first age is the primary Annuitant's age and
the second age is the survivor Annuitant's age.

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444C (15)
<PAGE>

Section Al4 - Continued

Under this form of annuity Metropolitan will make monthly payments from the
commencement date of the annuity, if the Annuitant is then living, to the date
of the last payment before the later of (i) the Annuitant's death, and (ii) the
expiration of the term certain period. Annuity payments during the Annuitant's
lifetime are payable to the Annuitant; any annuity payments due after the
Annuitant's death are payable to the Annuitant's beneficiary, except that if the
beneficiary is not a natural person, then in lieu of the payment of monthly
annuity payments to the beneficiary the commuted value of such annuity payments
will be paid to the beneficiary. If the beneficiary is a natural person and if
neither the Annuitant nor his or her beneficiary is living at the time an
annuity payment is due, the comuted value of the annuity payments due will be
paid to (i) the Annuitant's executors or administrators in case the Annuitant
died after his or her beneficiary, or (ii) the beneficiary's executors or
administrators in case the beneficiary died after the Annuitant. The commuted
value of annuity payments will be calculated at the interest rate used to
determine the annuity purchase rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

<TABLE>
<CAPTION>
Annuitant's Exact Monthly Annuity Payment per $1,000 of Con-
Age on Date of sideration if Term Certain Period is:
-------------------------------------
Purchase of Annuity 10 Years 15 Years 20 Years
------------------- -------- -------- --------
<S> <C> <C> <C>
55 $3.83 $3.80 $3.75
56 3.89 3.85 3.80
57 3.95 3.91 3.85
58 4.01 3.97 3.91
59 4.08 4.03 3.96
60 4.15 4.10 4.02
61 4.23 4.17 4.08
62 4.31 4.24 4.14
63 4.39 4.31 4.20
64 4.48 4.39 4.26
65 4.57 4.47 4.33
66 4.67 4.55 4.39
67 4.77 4.64 4.46
68 4.88 4.73 4.52
69 4.99 4.82 4.59
70 5.11 4.92 4.65
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444C (16)
<PAGE>

Section Al4 - Continued

(d) Term Certain Annuity Form

Under this form of annuity, Metropolitan will make monthly payments from the
commencement date of the annuity to the date of the last payment before the
expiration of the term certain period. The term certain period must be at least
5 years. Annuity payments provided during the Annuitant's lifetime are payable
to the Annuitant; any annuity payments provided after the Annuitant's death are
payable to the Annuitant's beneficiary, except that if the beneficiary is not a
natural person, then in lieu of the payment of monthly annuity payments to the
beneficiary the comuted value of such annuity payments will be paid to the
beneficiary. If the beneficiary is a natural person and if neither the Annuitant
nor his or her beneficiary is living at the time an-nuity payments are due, the
commuted value of those annuity payments will be paid to (i) the Annuitant's
executors or administrators in case the Annuitant died after his or her
beneficiary, or (ii) the beneficiary's executors or administrators in case the
beneficiary died after the Annuitant. The commuted value of annuity payments
will be calculated at the interest rate used to determine the annuity purchase
rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

<TABLE>
<CAPTION>
Monthly Annuity Payment per $1,000 of
Consideration if Term Certain Period is:
----------------------------------------
10 Years 15 Years 20 Years
-------- -------- --------
<S> <C> <C>
$9.37 $6.70 $5.37
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444C (17)
<PAGE>

Section B. Separate Account

Section B1. Introduction

B1.2 "Annuitant" means a person upon whose life an annuity has been
purchased by a Trustee under this Contract.

B1.3 "Designated Office" means Metropolitan's Home Office at One Madison
Avenue, New York, New York 10010 or such other location or locations
as Metropolitan may designate in place of its Home Office.

B1.4 "Employer" means an employer that has established a Plan and that
has arranged with Metropolitan to utilize this Contract in
connection with the Plan.

B1.5 "Participant" means any employee of an Employer with respect to whom
Metropolitan has accepted a payment under this Contract.
Metropolitan has the right at any time on or after the fifth
anniversary of the Issue Date to refuse to allow additional
employees to become Participants. A person will cease to be a
Participant at such time as Metropolitan is no longer holding any
Account Balance on account of such person. References to
Participants and to Participants' Account Balances and Separate
Account Balances are for bookkeeping purposes only and do not give
the Participants any rights under this Contract. Only the Trustees
will have such rights.

B1.6 "Plan" means a plan that meets the requirements for qualification
under Section 401 of the Internal Revenue Code of 1986 as from time
to time amended ("the Code"), established by an Employer for the
exclusive benefit of its employees or their beneficiaries and under
which it is impossible before the satisfaction of all liabilities
with respect to such employees and their beneficiaries for any part
of the corpus or income to be diverted to purposes other than for
their exclusive benefit.

B1.7 "Trustee" means the trustee of a qualified trust as determined under
Section 401 of the Code. Any provisions of this Contract permitting
a Trustee to make payments, request withdrawals, or take any other
action with respect to a Participant on his or her Account Balance
or Separate Account Balance apply only to the Trustee of a Plan
under which payments have been accepted by Metropolitan on behalf of
that Participant.

B1.8 "Separate Account" means Metropolitan Life Separate Account E. This
is an investment account established and maintained by Metropolitan,
separate from its general account or other separate accounts.
Metropolitan will add to the Separate Account the payments it
receives under this Contract that are allocated to the Separate
Account. Amounts may also be allocated to the Separate Account
pursuant to certain other contracts of Metropolitan as may be
determined by it.

Form G.2444C-3 (18)
(May 1, 1987)
<PAGE>

Section B1 - Continued

Metropolitan owns the assets in the Separate Account. Assets equal
to the reserves and other liabilities of the Separate Account will
not be charged with liabilities that arise from any other business
Metropolitan conducts. Metropolitan may from time to time transfer
to its general account assets in excess of such reserves and
liabilities.

Income and realized and unrealized gains or losses from assets in
the Separate Account are credited to or charged against the Separate
Account without regard to Metropolitan's other income, gains, or
losses.

The Separate Account will be valued at the end of each Valuation
Period.

B1.9 A "Valuation Period" is the period between two successive valuations
of the assets in the Separate Account. Valuations will be made once
each day that the New York Stock Exchange is open for trading.
Metropolitan reserves the right, on 30 days notice, to change the
basis for such Valuation Period, as long as the new basis is not
inconsistent with applicable law.

B1.10 The "Investment Divisions" are part of the Separate Account. Each
division holds a separate class (or series) of stock of a designated
investment company. Each class of stock represents a separate
portfolio in the investment company.

B1.11 Metropolitan will maintain the Separate Account in Investment
Divisions corresponding to the separate portfolios in the investment
company. As of April 29, 1988, there are seven available Investment
Divisions corresponding to the seven portfolios of the Metropolitan
Series Fund, Inc. (the "Fund") as of April 29, 1988, viz., the
Growth Portfolio, the Income Portfolio, the Money Market Portfolio,
the Discretionary Portfolio, the GNMA Portfolio, the Aggressive
Growth Portfolio and the Equity Income Portfolio. These Investment
Divisions and portfolios are described below.

Division 1 - Growth Portfolio - The investment objective of this
portfolio is 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.

Division 2 - Income Portfolio - The investment objective of this
portfolio is to achieve the highest possible total
return, by combining current income with capital gains,
consistent with prudent investment risk and the
preservation of capital, by investing primarily in
fixed-income, high-quality debt securities.

Division 3 - Money Market Portfolio - The investment objective of
this portfolio is to achieve the highest possible
current income consistent with the preservation of

Form G.2444C-5 (19)
(April 29, 1988)
<PAGE>

Section B1 - Continued
capital and maintenance of liquidity, by investing
primarily in short-term money market instruments.

Division 4 - Discretionary Portfolio - The investment objective of
this portfolio is 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
instuments, or any combination thereof, at the
discretion of State Street Research.

Division 5 - GNMA Portfolio - The investment objective of this
portfolio is to achieve a high level of current income
while attempting to preserve liquidity and safety of
principal, by investing in mortgage-related
securities, predominantly those issued by the
Government National Mortgage Association, and other
debt securities.

Division 6 - Aggressive Growth Portfolio - The investment objective
of this portfolio is 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.

Division 7 - Equity Income Portfolio - The investment objective of
this portfolio is to provide a high level of current
income and, secondarily, long-term growth of capital by
investing primarily in common stocks offering above-
average dividend yields and in equity and debt
securities convertible into or carring the right to
acquire common stocks.

Investment returns will reflect fluctuations in market value of
securities. The current Fund prospectus should be consulted for a
complete description of the Fund and the designated portfolios.

B1.10 An "Accumulation Unit" is the unit of measurement used in
determining the value of amounts held in the Investment Divisions.

Section B2. Payments to Metropolitan

B2.1 Metropolitan will accept under this Contract for addition to the
Separate Account each amount allocated to the Separate Account
pursuant to Section B2.2 that a Trustee pays hereunder on behalf of
a Participant. The Trustee will identify the Participant on behalf
of whom the payment is made.

(a) Metropolitan has the right to refuse to accept any payment
smaller than $25 or any payments that total more than $500,000
during any calendar month on account of a Participant.
Metropolitan reserves the right to change this $25 minimum at
any time.

Form G.2444C-5 (20)
(April 29, 1988)
<PAGE>

Section B2 - Continued

(c) Metropolitan will accept no further payments under this
Contract on account of any Participant who is not employed by
an Employer.

(d) Metropolitan has the right to refuse any payments on account of
a person unless the initial payment is received by Metropolitan
within 190 days after the Trustee has told Metropolitan that a
payment would be made on such person's behalf.

(e) Metropolitan will accept no payment under this Contract on
account of any person until (i) Metropolitan has received the
Trustee's request that this Contract be utilized for that
person and (ii) Metropolitan has entered that person's name on
its records under this Contract. Any amounts received by
Metropolitan on account of a person before the last to occur of
these conditions will not be accepted until both of these
conditions have occurred.

Form G.2444C-5 (20.1)
(April 29, 1988)
<PAGE>

Section B2 - Continued

B2.2 The Trustee will direct Metropolitan whether payments accepted under
this Contract on a Participant's account are to be added to the
Separate Account and, if so, to which Investment Division of the
Separate Account. The direction will specify whether all, none, or a
part (which must be given as a whole percentage) of such payments
are to be added to each Investment Division of the Separate Account.
The Trustee may change the allocation direction as to future
payments with respect to a Participant by notice to Metropolitan.
Such change will take effect within 7 business days after the notice
is received by Metropolitan or, if later, on the date specified in
the notice if such date is no more than 30 days after Metropolitan's
receipt of the notice.

Section B3. Maintenance of the Separate Account

B3.l Metropolitan will maintain its records of amounts in the various
Investment Divisions in the Seperate Account in terms of
Accumulation Units. The value of an Accumulation Unit in a
Investment Division for a Valuation Period is determined as of the
end of such Valuation Period by multiplying the previous
Accumulation Unit value by that Investment Division's experience
factor (see Section B4.2) for the Valuation Period. Metropolitan
initially established the value of an Accumulation Unit in each
Investment Division at $10.

B3.2 Metropolitan will determine the number of Accumulation Units of an
Investment Division that are purchased by an amount received for
addition to such Investment Division by dividing that amount by the
value of an Accumulation Unit in such Investment Division for the
Valuation Period during which Metropolitan accepts payment of such
amount or during which such amount is transferred to such Investment
Division.

B3.3 Any amount that is allocated to the Separate Account will be added
to it and allocated to the designated Investment Division in the
Separate Account as of the end of the Valuation Period during which
such amount was accepted by Metropolitan or transferred to such
Investment Division.

Section B4. Valuation of Assets in Investment Divisions

B4.l The investment experience of an Investment Division is determined as
of the end of each Valuation Period.

B4.2 Metropolitan uses an experience factor to measure changes in each
Investment Division's investment experience during a Valuation
Period.

Form G.2444C (21)
<PAGE>

Section B4 - Continued

The experience factor for a Valuation Period in each Investment
Division is calculated as follows

(1) Metropolitan takes the net asset value per investment company
share at the end of the current Valuation Period, adds the per
share amount of any dividend or capital gain distribution paid
by the investment company during the current Valuation Period,
and subtracts any per share charge for taxes and reserve for
taxes.

(2) Metropolitan divides (1) by the net asset value per investment
company share at the end of the preceding Valuation Period.

Section B5. Metropolitan's Right to Make Changes

B5.1 Metropolitan reserves the right to make certain changes if, in
Metropolitan's judgment, they would best serve the interests of
participants in or owners of contracts such as this 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, Metropolitan will
obtain the Trustees' approval of the changes and approval from any
appropriate regulatory authority.

Examples of the changes Metropolitan may make include

. To operate the Separate Account in any form permitted under the
Investment Company Act of 1940, or in any other form permitted by
law.

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

. To transfer any assets in an Investment Division to another
Investment Division, or to one or more separate accounts, or to
Metropolitan's general account, or to add, combine, or remove
Investment Divisions in the Separate Account.

. To substitute for the investment company shares held in any
Investment Division the shares of another class of the investment
company or the shares of another investment company or any other
investment permitted by law.

Form G.2444C (22)
<PAGE>

Section B5 - Continued

. To change the way Metropolitan assesses charges, but without
increasing the aggregate amount charged in connection with this
Contract. For example, if Metropolitan purchases investments
(such as stocks and bonds) instead of buying shares of an
investment company, Metropolitan will assess an investment
advisory charge but not more than the amount that would otherwise
be charged by the investment company.

. To make any necessary technical changes in this Contract in order
to conform with any action this provision permits Metropolitan to
take.

If any of these changes result in a material change in the
underlying investments of an Investment Division to which amounts
held under this Contract are allocated, Metropolitan will notify the
Trustee of such change. Trustees may then make a new choice of
Investment Divisions.

Section B6. Participants' Separate Account Balances

B6.l Metropolitan will maintain records of any amount held in the
Separate Account on account of each Participant. Such amount will be
the sum of the amounts held with respect to the Participant in each
Investment Division.

B6.2 Not less often than once in each twelve month period Metropolitan
will send to the Trustee for each Participant a statement of that
Participant's Separate Account Balance.

Section B7. Withdrawals from Investment Divisions

B7.l Metropolitan will make withdrawals from the Participants' Separate
Account Balances held in Investment Divisions in order to

(a) pay administrative charges pursuant to Section B8,

(b) purchase annuities for Participants pursuant to Section B9,

(c) make transfers to the Fixed Interest Account or to other
Investment Divisions and make certain payments pursuant to
Section B10, and

(d) make payment or purchase an annuity pursuant to Section Bll
after the death of a Participant.

Form G.2444C (23)
<PAGE>

Section B7 - Continued

B.7.2 Any such withdrawal will be made as of the date Metropolitan
receives the direction to make the withdrawal or as of any later
date specified in the direction except that

(a) if a Valuation Period does not end on the date as of which the
withdrawal would normally be made, the withdrawal will be made
as of the next following date on which a Valuation Period ends,

(b) if the date specified is more than 180 days after the date
Metropolitan receives the direction, or if the Participant dies
before the date specified, Metropolitan will not make the
withdrawal,

(d) if the withdrawal is made in order to purchase an annuity, the
withdrawal will be made as of the end of the last Valuation
Period ending immediately prior to the date the annuity is to
be purchased pursuant to Section B13.1(d), subject to the
provisions of Section B7.2(e),

(e) if the withdrawal is made pursuant to Section B10.2 or B1l, the
withdrawal will be made as of the end of the Valuation Period
during which Metropolitan receives due proof that the
conditions specified in any such section have been met,

(f) if the withdrawal is made pursuant to Section B8, B10.3 or
B10.4, it will be made as of the end of the Valuation Period
determined by Metropolitan.

Metropolitan will determine the value of the amount withdrawn based
upon the value of an Accumulation Unit for the date as of which the
withdrawal is made.

B7.3 Any withdrawal will completely discharge Metropolitan's liability
with respect to the amount withdrawn from the Investment Division.

Section B8. Withdrawals from the Separate Account to pay Administrative Charges

B8.1 Once each calendar year Metropolitan will withdraw an administrative
charge from the Participant's Separate Account Balance. In addition,
if the Participant's entire Account Balance is withdrawn to make
payment to the Trustee pursuant to Section Bl0, the Separate Account
Balance will be reduced before the withdrawal is made by the amount
of any unpaid administrative charge. Any such charge will be in
addition to any early withdrawal charge.

Form G.2444C-3 (24)
(May 1, 1987)
<PAGE>

Section B8. - Continued

B8.2 The administrative charge will be $15 per year, imposed on a pro
rata basis for each month or fraction thereof in which the
participant has a Separate Account Balance. The withdrawal will be
divided equally among the various Investment Divisions in which the
Participant participates.

B8.3 Metropolitan reserves the right to change the administrative charge
on any anniversary of the Issue Date upon 90 days notice to the
Trustee.

Section B9. Withdrawals from the Separate Account to Purchase Annuities for
Participants.

B9.1 The Trustee may at any time direct Metropolitan to withdraw the
entire Account Balance of a Participant, and apply such balance to
purchase an annuity for that Participant in accordance with Section
B13. No early withdrawal charge will be imposed in connection with
such withdrawal.

Section B10.Withdrawals from the Investment Divisions to make Transfers to the
Fixed Interest Account or to other Investment Divisions or Payments
to Trustees.

B10.1 The Trustee may at any time direct Metropolitan to withdraw all, a
specified whole percentage, or a specified dollar amount of a
Participant's Separate Account Balance maintained in one or more
Investment Divisions in order to

(a) make a transfer to the Fixed Interest Account, or from an
Investment Division in the Separate Account to one or more
other Investment Divisions in the Separate Account, but in any
calendar year not more than twelve of the following transfers
may be made: (i) from the Fixed Interest Account to the
Separate Account, (ii) from the Separate Account to the Fixed
Interest Account, (iii) among the Investment Divisions of the
Separate Account, or

(b) make payment to the Trustee.

Metropolitan will accept no direction that would result in a payment
or transfer of less than $250 unless the direction applies to the
Participant's entire balance maintained in an Investment Division of
the Separate Account. If, after any withdrawal and payment, (i) the
Participant's entire Account Balance would be less than $800 and
(ii) more than four years have elapsed since the date Metropolitan
received the last amount on account of such Participant,
Metropolitan has the right to make payment as if the Trustee's
direction had applied to the entire Account Balance of the
Participant.

Form G.2444C-2 (25)
(August 1, 1986)
<PAGE>

Section B10 - Continued

An early withdrawal charge will be imposed upon the Separate Account
Balance in connection with a withdrawal under this Section B10.1
unless

(a) the Participant has been a Participant for at least 7 full
uninterrupted years on or before the date the withdrawal is
made, or,

(b) Section B10.2 or B10.4 applies to the withdrawal, or

(c) the withdrawal is to make a transfer among Investment Divisions
or from the Separate Account to the Fixed Interest Account.

The amount of the early withdrawal charge will be as specified in
Section B12.

B10.2 The Trustee may direct Metropolitan to withdraw a Participant's
entire Account Balance and have such amount paid to the Trustee
without the imposition of an early withdrawal charge if

(a) the Participant becomes totally disabled as defined under the
Federal Social Security Act, and

(b) the Trustee submits to Metropolitan due proof of such
disability.

B10.3 Metropolitan may withdraw a Participant's entire Account Balance and
make payment to the Trustee as if the Trustee had requested
withdrawal of the Participant's entire Account Balance if the Plan
ceases to satisfy any of the provisions specified under Section B1.6
for constituting a "Plan" or if (i) more than four years have
elapsed since the date Metropolitan received the last amount on
account of such Participant, and (ii) such Participant's entire
Account Balance is smaller than $800.

An early withdrawal charge will be imposed upon the Separate Account
Balance in connection with the withdrawal unless the Participant has
been a Participant for at least 7 full uninterrupted years on or
before the date the withdrawal is made.

The amount of the early withdrawal charge will be as specified in
Section B12.

B10.4 Effective January 1, 1989:

Form G.2444C-3 (26)
(May 1, 1987)
<PAGE>

Section B10 - Continued

(b) for any Participant who has attained age 70 1/2 prior to
January 1, 1988, distribution of the Participant's entire
Account Balance may commence no later than the April 1, of the
year following the later of (i) the year in which the
Participant attains age 70 1/2 or (ii) the year in which the
Participant retires.

No early withdrawal charge will be imposed in connection with such
distributions.

Form G.2444C-3 (26.1)
(May 1, 1987)
<PAGE>

Section B11. Withdrawals from the Separate Accourt after a Participant Dies

B11.1 After Metropolitan's receipt of due proof of a Participant's death,
Metropolitan will withdraw the greater of (a) the value of the
Participant's entire Account Balance as of the date due proof is
received; or (b) the total of all payments made to Metropolitan on
account of the Participant less any partial withdrawals, and pay
such amount to the Trustee. However, the Trustee may, instead, elect
to have this amount applied to purchase an annuity in accordance
with Section B13. In either case no early withdrawal charge will be
imposed in connection with such withdrawal.

Section B12. Separate Account Early Withdrawal Charges

B12.1 The early withdrawal charge imposed pursuant to Section B10.1 or
B10.3 in connection with a withdrawal from an Investment Division
will be equal to

(a) that part of the amount in that Investment Division used to
make a transfer or payment that is not exempt (under Section B12.2)
from the early withdrawal charge, multiplied by

(b) the applicable factor from Column I of the table below,

but only if the Participant's Separate Account Balance remaining in
that Investment Division after the withdrawal is at least equal to
the early withdrawal charge. In such case Metropolitan will make the
transfer or payment directed by the Trustee, and then withdraw the
early withdrawal charge from the remaining Separate Account Balance
in that Investment Division.

If the Participant's Separate Account Balance, if any, that would
have remained in an Investment Division after the transfer or
payment directed by the Trustee is less than this early withdrawal
charge (i.e., there would not be enough left to pay the charge)
Metropolitan will instead withdraw from that Investment Division, to
make the transfer or payment directed by the Trustee both

(a) any amounts exempt from the early withdrawal charge pursuant to
Sections B12.2, and any applicable administrative charges
pursuant to Section B8, and

(b) an amount equal to the remaining Separate Account Balance in
that Investment Division divided by the applicable factor from
Column II of the table below.

Metropolitan will then withdraw the remaining Separate Account
Balance in that Investment Division as the early withdrawal charge.

If withdrawals are made from more than one Investment Division, the
early withdrawal charge will be determined separately for each
Investment Division.

Form G.2444C-1 (27)
(April 30, 1986)
<PAGE>

Section B12 - Continued

<TABLE>
<CAPTION>
Participant's Years
of Full Uninterrupted
Contract Participation
at Withdrawal Column I Column II
----------------------- -------- ---------
<S> <C> <C>
less than 3 0.07 1.07
at least 3 but less than 4 .06 1.06
at least 4 but less than 5 .05 1.05
at least 5 but less than 6 .04 1.04
at least 6 but less than 7 .02 1.02
7 or more .00 1.00
</TABLE>

B12.2 If no previous withdrawal has been made from any part of the
Participant's Account Balance (whether in the Fixed Interest Account
or the Separate Account) during a calendar year, other than to make
transfers from or within the Separate Account, or to pay
administrative charges, an amount up to 10% of the Participant's
Separate Account Balance in each Investment Division may be
withdrawn, subject to the provisions of Section Bl0, without any
early withdrawal charge being imposed.

B12.3 The total of all early withdrawal charges with respect to a
Participant's Separate Account Balance will not exceed 8% of all
contributions to the Separate Account on account of the Participant.

Section B13. Annuity Purchases

B13.1 If an election is made under this Contract to have the Participant's
entire Account Balance applied to purchase an annuity, Metropolitan
will require the following information

(a) The social security Number, date of birth and address of the
Annuitant, the name and social security number of the
beneficiary and, if applicable, the social security number,
name, address and date of birth of any survivor Annuitant.
Metropolitan has the right to require evidence, satisfactory to
itself, of dates of birth. The Annuitant will be the
Participant unless the annuity is purchased pursuant to Section
BII, in which case the Annuitant will be designated by the
Trustee.

(b) The form of annuity selected, which will be one of those set
forth in Section B15 or any other form of annuity agreed upon
by Metropolitan.

Form G.2444C-3 (28)
(May 1, 1987)
<PAGE>

Section B13 - Continued

(d) The purchase date of the annuity, which will be a date not less
than 30 nor more than 180 days after the date Metropolitan
receives the election along with all required information. If,
however, the annuity is purchased after the death of a
Participant, the purchase date will be the date Metropolitan
received due proof of the Participant's death. In no event may
the purchase date be later than the Annuitant's 75th birthday.
The purchase of an annuity for a Participant covered under the
provisions of the next paragraph will be in accordance with
such provisions.

Effective January 1, 1989:

(i) For any Participant who has not attained age 70 1/2
prior to January 1, 1988, if the Annuitant is the
Participant the purchase date of the annuity may be
no later than April 1 of the year following the year
in which the Participant attains age 70 1/2.

(ii) For any Participant who has attained age 70 1/2 prior
to January 1, 1988, if the Annuitant is the
Participant the purchase date of the annuity may be
no later than April 1 of the year following the later
of (i) the year in which the Participant attains age
70 1/2 or (ii) the year in which the Participant
retires.

Regardless of the mode of annuity payment chosen, the first
annuity payment will be made as of the purchase date of the
annuity.

B13.2 The Consideration for an annuity will be the amount applied pursuant
to Section B9 or B11, to purchase the annuity, reduced by any
applicable premium tax.

B13.3 Metropolitan will determine the payment to the Annuitant as of the
purchase date of the annuity by applying the Consideration to the
rate set forth in Section B15 for the form of annuity selected for
the Annuitant. If payments are to be made other than monthly, the
amounts shown in Section B15 will be adjusted to the actuarially
equivalent amounts for the frequency of payments elected. If the
monthly rate of an annuity would be less than $20 (regardless of
whether or not monthly annuity payments were elected), Metropolitan
will have the right to refuse to make the annuity purchase and,
instead, to pay to the Trustee the amount that would otherwise be
applied to purchase the annuity, before any reduction on account of
premium tax.

B13.4 If at the time of an annuity purchase Metropolitan has in effect for
contracts in the same class as this Contract annuity purchase rates
more favorable to the Trustee than those set forth for purchase of
annuities in Section B15, Metropolitan will apply the more favorable
rates in place of those set forth in Section B15.

Form G.2444C-3 (29)
(May 1, 1987)
<PAGE>

Section B13 - Continued

B13.5 Metropolitan has the right as of any anniversary of the Issue Date
to change the annuity purchase rates set forth in Section B15. No
such change will apply to any annuity purchased with the Account
Balance of any person who was a Participant under this Contract as
of the day immediately preceding the effective date of any such
change.

B13.6 Metropolitan will issue a certificate for delivery to each
Annuitant. Such certificate will describe the annuity purchased for
the Annuitant.

Form G.2444C-3 (29.1)
(May 1. 1987)
<PAGE>

Section B13 - Continued

B13.7 If there has been a misstatement as to any Annuitant, Metropolitan
will not pay more annuity benefits than would have been provided if
the correct information had been given. Any overpayment or
underpayment of an annuity, together with interest, will be deducted
from or added to, respectively, future annuity payments. The
interest rate will be that used to determine the annuity purchase
rates for the annuity purchased.

B13.8 If Metropolitan is holding any Fixed Interest Account Balance on
account of a Participant, the amounts applied to purchase an annuity
under Section Al2 will be combined with those applied to purchase an
annuity under this Section B13, and only a single annuity will be
purchased with the combined amounts.

Section B14. General Provisions

B14.l After the purchase of an annuity the Annuitant may change the
designation of beneficiary by notice to Metropolitan. Upon
Metropolitan's receipt of the notice the change will take effect as
of the date the notice was signed, but without prejudice to
Metropolitan on account of any payment it made before it received
the notice or so soon after such receipt that payment could not
reasonably be stopped.

If more than one beneficiary is named and the respective interests
of each beneficiary are not specified, the beneficiaries will be
paid in equal shares. If one of several beneficiaries dies before
the Annuitant, any amounts payable upon the death of the Annuitant
will be paid to the surviving beneficiaries. If there is no
surviving beneficiary at the death of an Annuitant, the amount then
payable will be paid to the estate of the Annuitant.

B14.2 This Contract is the entire contract between the parties. The
Contractholder's statements will be deemed representations and not
warranties. No sales representative or other person, except an
authorized officer of Metropolitan, may make or change any contract
or certificate or make any binding promises about any contract or
certificate. Any amendment, modification or waiver of any provision
of this Contract or any certificate may be made effective on behalf
of Metropolitan only by an authorized officer of Metropolitan.

B14.3 The Trustee's rights under this Contract are nontransferable and
nonforfeitable. No amount payable under this Contract may be
assigned or encumbered and, 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.

The amounts payable under this Contract are equal to at least the
minimums required by any applicable law,

Form G.2444C (30)
<PAGE>

Section B14 - Continued

B14.4 Metropolitan 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 such payee's application of any amounts so paid. Any
direction for a withdrawal must be in a form satisfactory to
Metropolitan.

B14.5 All communications under this Contract and any amendment,
modification or waiver of this Contract will be in writing. All
payments and communications to Metropolitan shall be directed to its
Designated Office. Metropolitan will not be deemed to have received
a payment or communication until it is received at the Designated
Office. Metropolitan may, but need not, establish procedures for
certain communications to be received by telephone or by other non-
written means. If it does so, such communications will be deemed to
have been received when actually received in accordance with such
procedures.

B14.6 Notwithstanding any provision in this Contract to the contrary,
Metropolitan reserves the right to defer determination, payment or
application of any amount received or payable under this Contract in
the event that the New York Stock Exchange is closed (other than
customary weekend and holiday closings), or an emergency exists
making disposal or valuation of assets in the Separate Account not
reasonably practicable or the Securities and Exchange Commission
determines that securities trading is restricted or permits such
deferral.

B14.7 If a Plan ceases to satisfy any of the provisions specified under
Section B1.6 for constituting a "Plan" the Trustee with respect to
that Plan will promptly notify Metropolitan.

B14.8 The sole responsibility of the Contractholder is to serve as party
to this Contract pursuant to the terms of the Metropolitan Group
Annuity Contracts Trust. The Contractholder will have no
responsibility to any Trustee, Employer, Participant, Annuitant or
beneficiary. Any obligations arising out of this Contract with
respect to such persons will be Metropolitan's.

B14.9 This Contract will cease upon Metropolitan's fulfillment of all its
duties and obligations hereunder.

Form G.2444C-3 (31)
(May 1, 1987)
<PAGE>

Section B15. Annuity Purchase Rates

(A) Life Annuity Form

Under this form of annuity Metropolitan will make monthly payments to the An-
nuitant from the comencement date of the annuity, if the Annuitant is then
living, to the date of the last payment before the Annuitant's death. No
payments will be made after the Annuitant's death.

<TABLE>
<CAPTION>
Annuitant's Exact
Age on Date of Monthly Annuity Payment
Purchase of Annuity per $1,000 of Consideration
------------------- ---------------------------
<S> <C>
55 $3.85
56 3.91
57 3.98
58 4.05
59 4.12
60 4.19
61 4.27
62 4.36
63 4.45
64 4.54
65 4.64
66 4.75
67 4.86
68 4.99
69 5.11
70 5.25
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444C (32)
<PAGE>

"Section B15 - Continued

(b) Joint and Survivor Life Annuity Form

Under this form of annuity, Metropolitan will make monthly payments from the
comencement date of the annuity, if both Annuitants are then living, to the date
of the last payment before the death of the second to die of the Annuitants.
Annuity payments provided during the primary Annuitant's lifetime are payable to
the primary Annuitant; any annuity payments provided after the primary
Annuitant's death are payable to the survivor Annuitant. Annuity payments due to
the survivor Annuitant are a specified percentage, not greater than 100%, of the
annuity payments due to the primary Annuitant. No payments will be made after
the death of the survivor Annuitant.

<TABLE>
<CAPTION>
Monthly Annuity Payment to Primary Annuitant
per $1,000 of Consideration if Percentage of
Annuitants' Exact Monthly Annuity Payment Payable to Survivor
Ages on Date of Annuitant is:
----------------------------------------------
Purchase of Annuity* 50% 66 2/3% 75% 100%
------------------- --- ------- --- ----
<S> <C> <C> <C> <C>
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
</TABLE>

* In each pair of ages, the first age is the primary Annuitant's age
and the second age is the survivor Annuitant's age.

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444C (33)
<PAGE>

Section B15 - Continued

Under this form of annuity Metropolitan will make monthly payments from the
commencement date of the annuity, if the Annuitant is then living, to the date
of the last payment before the later of (i) the Annuitant's death, and (ii) the
expiration of the term certain period. Annuity payments during the Annuitant's
lifetime are payable to the Annuitant; any annuity payments due after the
Annuitant's death are payable to the Annuitant's beneficiary, except that if the
beneficiary is not a natural person, then in lieu of the payment of monthly
annuity payments to the beneficiary the commuted value of such annuity payments
will be paid to the beneficiary. If the beneficiary is a natural person and if
neither the Annuitant nor his or her beneficiary is living at the time an
annuity payment is due, the commuted value of the annuity payments due will be
paid to (i) the Annuitant's executors or administrators in case the Annuitant
died after his or her beneficiary, or (ii) the beneficiary's executors or
administrators in case the beneficiary died after the Annuitant. The commuted
value of annuity payments will be calculated at the interest rate used to
determine the annuity purchase rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

<TABLE>
<CAPTION>
Annuitant's Exact Monthly Annuity Payment per $1,000 of
Age on Date of Consideration if Term Certain Period is:
---------------------------------------
Purchase of Annuity 10 Years 15 Years 20 Years
------------------- -------- -------- --------
<S> <C> <C> <C>
55 $3.83 $3.80 $3.75
56 3.89 3.85 3.80
57 3.95 3.91 3.85
58 4.01 3.97 3.91
59 4.08 4.03 3.96
60 4.15 4.10 4.02
61 4.23 4.17 4.08
62 4.31 4.24 4.14
63 4.39 4.31 4.20
64 4.48 4.39 4.26
65 4.57 4.47 4.33
66 4.67 4.55 4.39
67 4.77 4.64 4.46
68 4.88 4.73 4.52
69 4.99 4.82 4.59
70 5.11 4.92 4.65
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444C (34)
<PAGE>

Section B15 - Continued

(d) Term Certain Annuity Form

Under this form of annuity, Metropolitan will make monthly payments from the
comencement date of the annuity to the date of the last payment before the
expiration of the term certain period. The term certain period must be at least
5 years. Annuity payments provided during the Annuitant's lifetime are payable
to the Annuitant; any annuity payments provided after the Annuitant's death are
payable to the Annuitant's beneficiary, except that if the beneficiary is not a
natural person, then in lieu of the payment of monthly annuity payments to the
beneficiary the commuted value of such annuity payments will be paid to the
beneficiary. If the beneficiary is a natural person and if neither the Annuitant
nor his or her beneficiary is living at the time annuity payments are due, the
commuted value of those annuity payments will be paid to (i) the Annuitant's
executors or administrators in case the Annuitant died after his or her
beneficiary, or (ii) the beneficiary's executors or administrators in case the
beneficiary died after the Annuitant. The commuted value of annuity payments
will be calculated at the interest rate used to determine the annuity purchase
rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

Monthly Annuity Payment per $1,000 of
Consideration if Term Certain Period is:
----------------------------------------
10 Years 15 Years 20 Years
-------- -------- --------
$9.37 $6.70 $5.37

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444C (35)

<PAGE>

EXHIBIT (4) (a) (i)

Filed with post-Effective Amendment No. 9 to this Registration Statement on
Form N-4 on March 1, 1990.
<PAGE>

(logo of Metropolitan Life appears here)

AND AFFILIATED COMPANIES
METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
One Madison Avenue--New York, New York 10010-3690

________________________________________________________________________________
Contractholder
TRUSTEE OF THE METROPOLITAN GROUP ANNUITY CONTRACTS TRUST
________________________________________________________________________________
Group Annuity Contract No. ISSUE DATE
10624-5 MAY 1, 1990
________________________________________________________________________________

IN CONSIDERATION OF PAYMENTS METROPOLITAN RECEIVES UNDER THIS CONTRACT,

METROPOLITAN LIFE INSURANCE COMPANY
("METROPOLITAN"),

AGREES TO MAKE PAYMENTS, AND TO PAY ANNUITIES BOUGHT, UNDER THIS CONTRACT, IN
ACCORDANCE WITH AND SUBJECT TO ITS TERMS.

THEREFORE, THE CONTRACTHOLDER AND METROPOLITAN EXECUTE THIS CONTRACT IN
DUPLICATE TO TAKE EFFECT AS OF THE ISSUE DATE.

THE BANK OF NEW YORK, TRUSTEE METROPOLITAN LIFE INSURANCE COMPANY
- -----------------------------

_____________________________
SIGNATURE

_____________________________ SIGNATURE ILLEGIBLE
TITLE

_____________________________ _____________________________
WITNESS REGISTRAR

_____________________________ _____________________________
DATE DATE

_____________________________ _____________________________
CITY AND STATE CITY AND STATE

THE FIXED INTEREST ACCOUNT PORTION OF THIS CONTRACT IS NON-
PARTICIPATING. SEE SECTION A10.1.

IRC SECTION 401 GROUP ANNUITIES-UNALLOCATED
SEPARATE ACCOUNT E
NONPARTICIPATING ANNUITIES

FORM G.2444C-2AB
<PAGE>

CONTENTS

SECTION A - Fixed Interest Account

Section Page
- -------- ----
<S> <C> <C>

Al. Introduction............................................ 2

A2. Payments to Metropolitan................................ 3

A3. Interest Credited to the Fixed Interest Account......... 3

A4. Plan's Fixed interest Account Balance.................... 4

A5. Withdrawa1s from Plan's Fixed Interest
Account Balance.................................. 4

A6. Withdrawals from the Fixed Interest Account
to Purchase Annuities for Plan
Participants and Beneficiaries................... 5

A7. Withdrawals from the Fixed Interest Account
to make Transfers to the Separate Account
or Payments to Trustees.......................... 5

A8. Fixed Interest Account Early Withdrawal Charges.......... 7

A9. Annuity Purchases........................................ 8

Al0. General Provisions....................................... 10

A11. Annuity Purchase Rates................................... 12
</TABLE>
<PAGE>

C0NTENTS (Continued)

Section B - Separate Account

Section Page
- ------- ----
<S> <C> <C>
B1. Introduction................................................. 19

B2. Payments to Metropolitan..................................... 21

B3. Maintenance of the Separate Account.......................... 22

B4. Valuation of Assets in Investment Divisions.................. 22

B5. Metropolitan's Right to Make Changes......................... 23

B6. Plan's Separate Account Balance.............................. 24

B7. Withdrawals from Investment Divisions........................ 24

B.8 Withdrawals from the Separate Account
to Purchase Annuities for Plan
Participants and Beneficiaries....................... 25

B9. Withdrawals from the Investment Divisions to make
Transfers to the Fixed Interest Account
or to Other Investment Divisions or Payments
to Trustees.......................................... 25

B10. Separate Account Early Withdrawal Charges.................... 27

B.11 Annuity Purchases............................................ 27

B12. General Provisions........................................... 29

B13. Annuity Purchase Rates....................................... 31
</TABLE>
<PAGE>

Section A. Fixed Interest Account

Section A1. Introduction

Al.1 "Account Balance" means the entire amount held at any particular
time by Metropolitan under this Contract on account of a Plan.
"Fixed Interest Account Balance" means the amount held at any
particular time by Metropolitan in the Fixed Interest Account on
account of a Plan.

Al.2 "Annuitant" means a person upon whose life an annuity has been
purchased by a Trustee under this Contract.

Al.3 "Designated Office" means Metropolitan's Home Office at One
Madison Avenue, New York, 10010 or such other location or
locations as Metropolitan may designate in place of its Home
Office.

A1.4 "Employer" means an employer that has established a Plan and that
has arranged with Metropolitan to utilize this Contract in
connection with the Plan.

Al.5 "Fixed Interest Account" means the account Metropolitan will
establish under this Contract and to which it will add the
payments it receives that are allocated to the Fixed Interest
Account. The Fixed Interest Account is part of Metropolitan's
general account.

Al.6 "Plan" means a plan that meets the requirements for qualification
under Section 401 of the Internal Revenue Code of 1986 as from
time to time amended ("the Code"), established by an Employer for
the exclusive benefit of its employees or their beneficiaries and
under which it is impossible before the satisfaction of all
liabilities with respect to such employees and their
beneficiaries for any part of the corpus or income to be diverted
to purposes other than for their exclusive benefit.

A1.7 "Trustee" means the trustee of a qualified trust as determined
under Section 401 of the Code. Where there is no Trustee, the
term Trustee will mean the Plan Administrator. Any provisions of
this Contract permitting a Trustee to make payments, request
withdrawals, or take any other action with respect to a Plan or
its Account Balance or Fixed Interest Account Balance apply only
to the Trustee of a Plan under which payments have been accepted
by Metropolitan on behalf of that Plan.

A1.8 The meanings of an "Accumulation Unit," a "Valuation Period," the
"Separate Account," and the "Investment Divisions" of the
Separate Account are given in Section B1 of this Contract. These
terms have the same meaning when used in this Section A.

Form G.2444C-2AB (2)
<PAGE>

Section A2. Payments to Metropolitan

A2.1 Metropolitan will accept under this Contract for addition to the
Fixed Interest Account each amount allocated to the Fixed Interest
Account that a Trustee pays hereunder on behalf of a Plan.

Payments to Metropolitan under this Contract are subject to the
following conditions:

(a) Metropolitan has the right to refuse to accept any initial
payment smaller than $15,000 or any subsequent payment smaller
than $2,000 made to this Contract or payments made to the Fixed
Interest Account that total more than $100,000 during any
calendar month on account of a Plan. Metropolitan reserves the
right to change these minimum payment amounts at any time.

(b) Metropolitan has the right to refuse to accept any further
payments on account of a Plan and to make payment to the
Trustee as if it had requested withdrawal of the Plan's entire
Account Balance, if (i) more than three years have elapsed
since the date Metropolitan received the last amount on account
of such Plan, and (ii) such Plan's entire Account Balance is
smaller than $2,000.

A2.2 The Trustee will direct Metropolitan whether payments accepted
under this Contract on a Plan's account are to be added to the
Fixed Interest Account. The direction will specify whether all,
none, or a part (which must be given as a whole percentage) of such
payments are to be added to the Fixed Interest Account. The Trustee
may change the allocation direction as to future payments with
respect to a Plan by notice to Metropolitan. Such change will take
effect within 7 business days after the notice is received by
Metropolitan or, if later, on the date specified in the notice if
such date is no more than 30 days after Metropolitan's receipt of
the notice.

A2.3 The Trustee may direct Metropolitan to automatically transfer
interest earned under the Fixed Interest Account, provided that the
value of the Fixed Interest Account at the time of the direction is
$5,000 or more, to the Standard & Poor's 500 Index Portfolio in the
Separate Account. The transfer will take place automatically at the
end of each calendar quarter after the election unless the Trustee
notifies Metropolitan otherwise at least 30 days prior to the
transfer date. If, at any transfer date, the value of the Fixed
Interest Account prior to the transfer is less than $5,000, the
interest will remain in the Fixed Interest Account until a transfer
date on which such amount equals or exceeds $5,000.

Section A3. Interest Credited to the Fixed Interest Account

A3.1 Metropolitan will credit interest on amounts while in the Fixed
Interest Account at a daily compound rate for the period from the
date of addition to the Fixed Interest Account up to, but not
including, the date of withdrawal from such Fixed Interest Account.

FORM G.2444C-2AB (3)
<PAGE>

Section A3. - (Continued)

A3.2 Interest rates will be set by Metropolitan periodically. Different
interest rates may apply to each payment depending on the date the
payment is received at the Designated Office. The declared interest
rate in effect when a new payment is received will be credited on
that payment until the last day of the month following the first
anniversary of the receipt of each payment. Each subsequent
interest rate guarantee period will be for one year. Metropolitan
reserves the right to change the initial guaranteed period for each
payment to a 12 month guarantee period upon 90 days notice to the
Trustee.

A3.3 The interest rates that are declared and credited by Metropolitan
are "annual effective yields." When interest on a payment is
credited for less than a year, the interest credited will be
compounded using the "nominal" rate for that payment.

A3.4 Metropolitan may declare one interest rate for transfers and
exchanges and a different rate for other types of payments to the
Fixed Interest Account.

A3.5 If an amount of money is transferred from the Fixed Interest
Account to the Separate Account and the same amount is transferred
back to the Fixed Interest Account within 12 months of the date it
was transferred from the Fixed Interest Account, that amount of
money will earn interest at the same rate in effect prior to being
transferred to the Separate Account. If an amount of money is
transferred back to the Separate Account, that amount of money will
earn interest at the rate in effect on the date of transfer.

Section A4. Plan's Fixed Interest Account Balance

A4.1 Metropolitan will maintain records of any amount held in the Fixed
Interest Account on account of each Plan.

A4.2 Not less often than twice in each twelve month period Metropolitan
will send to the Trustee for each Plan a statement of that Plan's
Fixed Interest Account Balance.

Section A5. Withdrawals from Plan's Fixed Interest Account Balance

A5.1 Metropolitan will make withdrawa1s from the Plan's Fixed Interest
Account Balance in order to

(a) purchase annuities for Plan participants and beneficiaries
pursuant to Section A6, and

(b) make transfers to the Separate Account and payments pursuant to
Section A7.

A5.2 Any such withdrawal will be made as of the date Metropolitan
receives the direction to make the withdrawal or as of any later
date specified in the direction except that

(a) if the date specified is more than 180 days after the date
Metropolitan receives the direction Metropolitan will not make
the withdrawal,

Form G.2444C-2AB (4)
<PAGE>

Section A5. - (Continued)

(b) any other withdrawals taking effect before the date specified
will be made first,

(c) if the withdrawal is made in order to transfer amounts to the
Separate Account, and a Valuation Period does not end on the
date as of which the withdrawal would normally be made under
this Section A5.2, the withdrawal will be made as of the next
following date on which a Valuation Period ends,

(d) if the withdrawal is made in order to purchase an annuity, the
withdrawal will be made as of the date the annuity is to be
purchased pursuant to Section A9.1(d),

(e) if the withdrawal is made pursuant to Section A9.3 it will be
made as of the date determined by Metropolitan,

(f) if the withdrawal is made pursuant to Section A9.2 or A9.4 the
withdrawal will be made as of the date on which Metropolitan
receives due proof that the conditions specified have been met.

A5.3 Withdrawals will be calculated on a "first-in, first-out" basis.

A5.4 Any withdrawal will completely discharge Metropolitan's liability
with respect to the amount withdrawn from the Fixed Interest
Account.

Section A6. Withdrawals from the Fixed Interest Account to Purchase
Annuities for Plan Participants and Beneficiaries

A6.1 The Trustee may at any time direct Metropolitan to withdraw a
portion of a Plan's Account Balance and apply the amount withdrawn
to purchase an annuity for a Plan participant or beneficiary in
accordance with Section A11. No early withdrawal charge will be
imposed in connection with such withdrawal.

Section A7. Withdrawals from the Fixed Interest Account to make Transfers
to the Separate Account or Payments to Trustees

A7.1 The Trustee may at any time direct Metropolitan to withdraw all, a
specified whole percentage, or a specified dollar amount

a) of a Plan's Fixed Interest Account Balance which is no longer
subject to early withdrawal charges in order to make a transfer
to one or more portfolios of the Separate Account, or

b) of a Plan's Fixed Interest Account Balance in order to make
payment to the Trustee.

Metropolitan will accept no direction that would result in a
payment or transfer of less than $250 unless the direction applies
to the Plan's entire Fixed Interest Account Balance. If, after any
withdrawal and payment, (i) the Plan's entire Account Balance would
be less than $2,000 and (ii) more than three years have elapsed
since the date Metropolitan received the last amount on account of
such Plan, Metropolitan has the

Form G.2444C-2AB (5)
<PAGE>

Section A7. - (Continued)

right to make payment as if the Trustee's direction had applied to
the Plan's entire Account Balance.

An early withdrawal charge will be imposed upon the Fixed Interest
Account Balance in connection with a withdrawal under this Section
A7.1 unless Section A7.2, A7.3, A7.4, A7.5,or A7.7, applies to the
withdrawal.

The amount of the early withdrawal charge will he as specified in
Section A8.1.

A7.2 Once each contract year, the Trustee may direct Metropolitan to
transfer up to 20% of the Plan's Fixed Interest Account Balance
which is still subject to early withdrawal charges to ONE OR more
portfolios of the Separate Account. No early withdrawal charge will
be imposed in connection with such a withdrawal.

A7.3 The Trustee may direct Metropolitan to withdraw an amount from a
Plan's Account Balance on account of a participant in such Plan and
have such amount paid to the Trustee without the imposition of an
early withdrawal charge if the Trustee submits to Metropolitan due
proof of

(a) (i) the Plan participant's death or (ii) the Plan
participant's total disability as defined under the Federal
Social Security Act, or (iii) the Plan participant' s
termination from employment provided that the amount withdrawn
is rolled over to a Metropolitan contract qualified as an
Individual Retirement Annuity under Section 408 of the
Internal Revenue Code of 1986 as from time to time amended or
(iv) the Plan participant's retirement with retirement defined
as (a) the later of: (i) attained age 65, or (ii) 10 years
after issue; and (b) the date on which the plan participant
actually retired.

(b) the Plan participant's coverage under such Plan, and

A7.4 No early withdrawal charge will be imposed upon the withdrawal of
the Fixed Interest Account Balance if the Plan ceases to satisfy
any of the provisions specified under Section Al.6 for constituting
a "Plan" and due proof is submitted to Metropolitan.

A7.5 The Trustee may at any time direct Metropolitan to withdraw for
loans up to 10% of the Fixed Interest Account Balance per year,
with a total maximum amount withdrawn for loans in all years not to
exceed 50% of the contract's Fixed Interest Account Balance, and
provided that Metropolitan is furnished with due proof of the
Plan's loan availability provisions. No early withdrawal charge
will be imposed in connection with such a withdrawal.

Form G.2444C-2AB (6)
<PAGE>

Section A7. - (Continued)

A7.6 Metropolitan may withdraw a Plan's entire Account Balance and make
payment to the Trustee as if the Trustee had requested a withdrawal
of the Plan's entire Account Balance if (i) more than three years
have elapsed since the date Metropolitan received the last amount
on account of such Plan, and (ii) such Plan's entire Account
Balance is smaller than $2,000.

An early withdrawal charge will be imposed upon the Fixed Interest
Account Balance in connection with the withdrawal.

The amount of the early withdrawal charge will be as specified in
Section A8.

A7.7 The Trustee may direct Metropolitan to withdraw an amount from a
Plan's Account Balance on account of a participant in such Plan and
have such amount paid to the Trustee without the imposition of an
early withdrawal charge if the Trustee submits to Metropolitan due
proof of

(a) the Plan participant's attainment of age 70 1/2,

(b) the Plan participant's coverage under such Plan, and

Section A8. Fixed Interest Account Early Withdrawal Charges

A8.1 The early withdrawal charges for each payment are as follows:

(a) 7% from the date of each deposit until the end of the month
following the first anniversary of the receipt of that
deposit; and

(b) thereafter, the charge on each payment decreases by 1% a year
for the next six years.

A8.2 The early withdrawal charge imposed pursuant to Section A7.1 or
A7.4 in connection with a withdrawal from the Plan's Fixed Interest
Account Balance will be equal to that part of the amount used to
make a transfer or payment that is not exempt under Section A8.3
from the withdrawal charge multiplied by the appropriate factor
from A8.1.

A8.3 Partial withdrawals are subject to the early withdrawal charges in
A8.1. For the first withdrawal in any contract year, up to 10% of
the Fixed Interest Account Balance as of the date of the withdrawal
may be withdrawn without imposition of the early withdrawal charge.
lf the first withdrawal in a contract year exceeds 10% of the Fixed
Interest Account Balance, any early withdrawal charges as described
in A8.1 are applicable to the excess amount. The early withdrawal
charges in A8.1 are also applicable to the entire second or later
withdrawal in the same contract year.

A8.4 The cumulative early withdrawal charges will not be higher than the
total earnings on all purchase payments.

Form G.2444C-2AB (7)
<PAGE>

Section A9. Annuity Purchases

A9.1 If an election is made under this Contract to apply a portion of a
plan's Account Balance to purchase an annuity, Metropolitan will
require the following information

(a) The social security number, date of birth, sex, and address of
the Annuitant, the name and social security number of the
beneficiary and, if applicable, the social security number,
name, address, date of birth and sex of any survivor
Annuitant. Metropolitan has the right to require evidence,
satisfactory to itself, of dates of birth. The Annuitant will
be the Plan participant designated by the Trustee unless the
annuity is purchased after the Plan participant's death in
which case the Annuitant will be designated by the Trustee.

(b) The form of annuity selected will be in compliance with any
applicable federal rules and regulations including the
Retirement Equity Act of 1984, and will be one of those set
forth in Section A11 or any other form of annuity agreed upon
by Metropolitan.

(d) The purchase date of the annuity which will be a date not less
than 30 or more than 180 days after the date Metropolitan
receives the election along with all required information. If,
however, the annuity is purchased after the death of a Plan
participant, the purchase date will be the date Metropolitan
received due proof of the Plan participant's death. In no
event may the purchase date be later than the Annuitant's 75th
birthday except that the purchase of an annuity for a Plan
participant covered under the provisions of the next paragraph
will be in accordance with such provisions. Regardless of the
mode of annuity payment chosen, the first annuity payment will
be made as of the purchase date of the annuity.

For any Plan participant who attains age 70 1/2, if the
Annuitant is the Plan participant the purchase date of the
annuity may be no later than April 1 of the year following the
year in which the Plan participant attains age 70 1/2.

A9.2 The Consideration for an annuity will be the amount applied
pursuant to Section A6, to purchase the annuity, reduced by any
applicable premium tax.

Form G.2444C-2AB (8)
<PAGE>

Section A9. - (Continued)

A9.3 Metropolitan will determine the payment to the Annuitant as of the
purchase date of the annuity by applying the Consideration to the
rate set forth in Section All for the form of annuity selected for
the Annuitant. If payments are to be made other than monthly, the
amounts shown in Section All will be adjusted to the actuarially
equivalent amounts for the frequency of payments elected. If the
monthly rate of an annuity would be less than $20 (regardless of
whether or not monthly annuity payments were elected), Metropolitan
will have the right to refuse to make the annuity purchase and,
instead, to pay to the Trustee the amount that would otherwise have
been applied to purchase the annuity, before any reduction on
account of premium tax.

A9.4 If at the time of an annuity purchase Metropolitan has in effect
for contracts in the same class as this Contract annuity purchase
rates more favorable to the Trustee than those set forth for
purchase of annuities in Section All, Metropolitan will apply the
more favorable rates in place of those set forth in Section All.

A9.5 Metropolitan has the right as of any anniversary of the Issue Date
to change the annuity purchase rates set forth in Section All. No
such change will apply to any annuity purchased from the Account
Balance of any Plan participating under this Contract as of the day
immediately preceding the effective date of any change.

A9.6 Metropolitan will issue a certificate for delivery to each
Annuitant. Such certificate will describe the annuity purchased for
the Annuitant.

A9.7 If there has been a misstatement as to any Annuitant, Metropolitan
will not pay more annuity benefits than would have been provided if
the correct information had been given. Any over payment or
underpayment of an annuity, together with interest, will be
deducted from or added to, respectively, future annuity payments.
The interest rate will be that used to determine the annuity
purchase rates for the annuity purchased.

A9.8 If Metropolitan is holding any Separate Account Balance on account
of a plan, the amounts applied to purchase an annuity under Section
Bll will be combined with those applied to purchase an annuity
under this Section A9, and only a single annuity will be purchased
with the combined amounts.

A9.9 Any annuity purchased under a defined benefit plan 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 now or hereafter amended. No
annuity will be terminated, suspended or reduced because of Plan
provisions unless such provisions were in effect at the time the
annuity was provided and the Trustee so certifies to Metropolitan.
In the event an annuity is terminated, suspended or reduced,
Metropolitan will determine the appropiate amount or amounts on
account of such termination, suspension or reduction and pay such
amount or amounts to the payee designated by the Trustee.

Form G.2444C-2AB (9)
<PAGE>

Section A10. General Provisions

A10.1 The Fixed Interest Account Section of this Contract is not eligible
for dividends.

A10.2 After the purchase of an annuity, the Annuitant may change the
designation of beneficiary by notice to Metropolitan. Upon
Metropolitan's receipt of the notice the change will take effect as
of the date the notice was signed, but without prejudice to
Metropolitan on account of any payment it made before it received
the notice or soon after such receipt that payment could not be
stopped.

If more than one beneficiary is named and the respective interest
of each beneficiary is not specified, the beneficiaries will be
paid in equal shares. If one of several beneficiaries dies before
the Annuitant, any amounts payable upon the death of the Annuitant
will be paid to the surviving beneficiaries. If there is no
surviving beneficiary at the death of an Annuitant, the amount then
payable will be paid to the estate of the Annuitant.

A10.3 This Contract is the entire contract between th parties. The
Contractholder's statements will be deemed representations and not
warranties. No sales representative or other person, except an
authorized officer of Metropolitan, may make or change any contract
or certificate or make any binding promises about any contract or
certificate. Any amendment, modification or waiver of any
provisions of this Contract or any certificate may be made
effective on behalf of Metropolitan only by an authorized officer
of Metropolitan.

A10.4 The Trustee's rights under this Contract are nontransferable and
nonforfeitable. No amount payable under this Contract may be
assigned or encumbered and, 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.

The amounts payable under this Contract are equal to at least the
minimum required by any applicable law.

A10.5 Metropolitan 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 such payee's application of any amounts so
paid. Any direction for a withdrawal must be in a form satisfactory
to Metropolitan.

A10.6 All communications under this Contract and any amendment,
modification or waiver of this Contract will be in writing. All
payments and communications to Metropolitan shall be directed to
its Designated Office. Metropolitan will not be deemed to have
received a payment or communication until it is received at the
Designated Office. Metropolitan may, but need not, establish
procedures for certain communications to be received by telephone
or by other non-written means. If it does so, such communications
will be deemed to have been received when actually received in
accordance with such procedures.

Form G.2444C-2AB (10)
<PAGE>

Section Al0. - (Continued)

A10.7 If a Plan ceases to satisfy any of the provisions specified under
Section A1.6 for constituting a "Plan", the Trustee with respect to
that Plan will promptly notify Metropolitan.

A10.8 The sole responsibility of the Contractholder is to serve as party
to this Contract pursuant to the terms of the Metropolitan Group
Annuity Contracts Trust. The Contractholder will have no
responsibility to any Trustee, Employer, Plan participant,
Annuitant or beneficiary. Any obligations arising out of this
Contract with respect to such persons will be Metropolitan's.

Al0.9 This Contract will cease upon Metropolitan's fulfillment of all its
duties and obligations hereunder.

Form G.2444C-2AB (11)
<PAGE>

Section A11. Annuity Purchase Rates

Applicable For Defined Benefit Plans

(a) Life Annuity Form

<TABLE>
<CAPTION>
Annuitant 's Exact
Age on Date of Monthly Annuity Payment
Purchase of Annuity per $1,000 of Consideration
------------------- ---------------------------
Male Female
---- ------
<S> <C> <C>
55 $4.02 $3.69
56 4.09 3.75
57 4.16 3.81
58 4.24 3.87
59 4.32 3.93
60 4.40 4.00
61 4.49 4.07
62 4.58 4.14
63 4.68 4.22
64 4.79 4.31
65 4.90 4.40
66 5.02 4.49
67 5.15 4.60
68 5.29 4.71
69 5.44 4.82
70 5.59 4.94
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are sex distinct.

Form G.2444C-2AB (12)
<PAGE>

Section A11. - Continued

Applicable For Defined Contribution Plans

(a) Life Annuity Form

<TABLE>
<CAPTION>
Annuitant 's Exact
Age on Date of Monthly Annuity Payment
Purchase of Annuity per $1,000 of Consideration
------------------- ---------------------------
<S> <C>
55 $3.85
56 3.91
57 3.98
58 4.05
59 4.12
60 4.19
61 4.27
62 4.36
63 4.45
64 4.54
65 4.64
66 4.75
67 4.86
68 4.99
69 5.11
70 5.25
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex,

Form G.2444C-2AB (13)
<PAGE>

Section A11. - Continued

Applicable For Defined Benefit Plans

(b) Joint and Survivor Life Annuity Form

Under this form of annuity Metropolitan will make monthly payments from the
commencement date of the annuity, if both Annuitants are then living, to the
date of the last payment before the death of the second to die of the
Annuitants. Annuity payments provided during the primary Annuitant's lifetime
are payable to the primary Annuitant; any annuity payments provided after the
primary Annuitant's death are payable to the survivor Annuitant. Annuity
payments due to the survivor Annuitant are a specified percentage, not greater
than 100%, of the annuity payments due to the primary Annuitant. No payments
will be made after the death of the survivor Annuitant.

<TABLE>
<CAPTION>
Monthly Annuity Payment to Male Primary Annuitant
per $1,000 of Consideration if Percentage of
Annitants' Exact Monthly Annuity Payment Payable to Survivor
Ages on Date of Annuitant is:
Purchase of Annuity* -------------------------------------------------
- ------------------- 50% 66 2/3% 75% 100%
--- ------- --- ----
<S> <C> <C> <C> <C>
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
</TABLE>

* In each pair of ages, the first age is the primary Annuitant's age and the
second age is the survivor Annuitant's age. The suffix "M" denotes a male
age, the suffix "F" denotes a female age.

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are sex distinct.

Form G.2444C-2AB (14)
<PAGE>

Section A11. - Continued

Applicable For Defined Contribution Plans

(b) Joint and Survivor Life Annuity Form

<TABLE>
<CAPTION>
Monthly Annuity Payment to the Primary Annuitant
Annuitants' Exact per $1,000 of Consideration if Percentage of
Ages on Date of Monthly Annuity Payment Payable to Survivor
Purchase of Annuity* Annuitant is:
- -------------------- ------------------------------------------------
50% 66 2/3% 75% 100%
--- ------- --- ----
<S> <C> <C> <C> <C>
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
</TABLE>

* In each pair of ages, the first age is the primary Annuitant's age and the
second age is the survivor Annuitant's age.

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444C-2AB (15)
<PAGE>

Section A11. - Continued

Applicable For Defined Benefit Plans

Under this form of annuity Metropolitan will make monthly payments from the
commencement date of the annuity, if the Annuitant is then living, to the date
of the last payment before the later of (i) the Annuitant's death, and (ii) the
expiration of the term certain period. Annuity payments during the Annuitant's
lifetime are payable to the Annuitant; any annuity payments due after the
Annuitant's death are payable to the Annuitant's beneficiary, except that if the
beneficiary is not a natural person, then in lieu of the payment of monthly
annuity payments to the beneficiary the commuted value of such annuity payments
will be paid to the beneficiary. If the beneficiary is a natural person and if
neither the Annuitant nor his or her beneficiary is living at the time an
annuity payment is due, the commuted value of the annuity payments due will be
paid to (i) the Annuitant's executors or administrators in case the Annuitant
died after his or her beneficiary, or (ii) the beneficiary's executors or
administrators in case the beneficiary died after the Annuitant. The commuted
value of annuity payments will be calculated at the interest rate used to
determine the annuity purchase rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

<TABLE>
<CAPTION>
Annuitant's Exact Monthly Annuity Payment per $1,000 of Con-
Ages on Date of sideration if Term Certain Period is:
Purchase of Annuity ---------------------------------------------
- --------------------- 10 Years 15 Years 20 Years
-------- -------- --------
Male Female Male Female Male Female
---- ------ ----- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
55 $3.98 $3.68 $3.94 $3.66 $3.87 $3.63
56 4.05 3.73 4.00 3.71 3.93 3.68
57 4.12 3.79 4.06 3.76 3.98 3.73
58 4.19 3.85 4.13 3.82 4.04 3.78
59 4.26 3.91 4.19 3.88 4.10 3.83
60 4.34 3.97 4.26 3.94 4.15 3.89

61 4.42 4.04 4.34 4.00 4.21 3.94
62 4.51 4.11 4.41 4.07 4.28 4.00
63 4.60 4.19 4.49 4.14 4.34 4.06
64 4.70 4.27 4.57 4.21 4.40 4.12
65 4.80 4.35 4.66 4.29 4.19

66 4.90 4.44 4.75 4.37 4.26
67 5.02 4.54 4.84 4.45 4.32
68 5.13 4.64 4.93 4.54
69 5.26 4.74 5.03 4.63
70 5.39 4.85 5.12 4.72
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are sex distinct.

Form G.2444C-2AB (16)
<PAGE>

SECTION All. - Continued

Applicable For Defined Contribution Plans

(d) Term Certain and Life Annuity Form

Under this form of annuity Metropolitan will make monthly payments from the
commencement date of the annuity if the Annuitant is then living to the date of
the last payment before the later of (i) the Annuitant's death, and (ii) the
expiration of the term certain period. Annuity payments during the Annuitant's
lifetime are payable to the Annuitant; any annuity payments provided after the
Annuitant's death are payable to the Annuitant's beneficiary, except that if the
beneficiary is not a natural person, then in lieu of the payment of monthly
annuity payments to the beneficiary the commuted value of such annuity payments
will be paid to the beneficiary. If the beneficiary is a natural person and if
neither the Annuitant nor his or her beneficiary is living at the time annuity
payments are due the commuted value of those annuity payments will be paid (i)
the Annuitant's executors or administrators in case the Annuitant died after his
or her beneficiary, or (ii) the beneficiary's executors or administrators in
case the beneficiary died after the Annuitant. The commuted value of annuity
payments will be calculated at the interest rate used to determine the annuity
purchase rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

<TABLE>
<CAPTION>
Annuitant's Exact Monthly Annuity Payment per $1,000 Con-
Ages on Date of sideration if Term Certain Period is:
------------------------------------
Purchase of Annuity 10 Years 15 Years 20 Years
- ------------------- -------- -------- --------
<S> <C> <C> <C>
55 $3.83 $3.80 $3.75
56 3.89 3.85 3.80
57 3.95 3.91 3.85
58 4.01 3.97 3.91
59 4.08 4.03 3.96
60 4.15 4.10 4.02

61 4.23 4.17 4.08
62 4.31 4.24 4.14
63 4.39 4.31 4.20
64 4.48 4.39 4.26
65 4.57 4.47 4.33

66 4.67 4.55 4.39
67 4.77 4.64 4.46
68 4.88 4.73 4.52
69 4.99 4.82 4.59
70 5.11 4.92 4.65
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444C-2AB (17)
<PAGE>

Section A11. - Continued

Applicable For Defined Benefit and Defined Contribution Plans

(d) Term Certain Annuity Form

Under this form of annuity, Metropolitan will make monthly payments from the
commencement date of the annuity to the date of the last payment before the
expiration of the term certain period. The term certain period must be at least
5 years. Annuity payments provided during the Annuitant's lifetime are payable
to the Annuitant; any annuity payments provided after the Annuitant's death are
payable to the Annuitant's beneficiary, except that if the beneficiary is not a
natural person, then in lieu of the payment of monthly annuity payments to the
beneficiary the commuted value of such annuity payments will be paid to the
beneficiary. If the beneficiary is a natural person and if neither the Annuitant
nor his or her beneficiary is living at the time annuity payments are due, the
commuted value of those annuity payments will be paid (i) the Annuitant's
executors or administrators in case the Annuitant died after his or her
beneficiary, or (ii) the beneficiary's executors or administrators in case the
beneficiary died after the Annuitant. The commuted value of annuity payments
will be calculated at the interest rate used to determine the annuity purchase
rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

<TABLE>
<CAPTION>
Monthly Annuity Payment per $1,000 of Consideration if
Term Certain Period is:
---------------------------------------
10 Years 15 Years 20 Years
-------- -------- --------
<S> <C> <C>
$9.37 $6.70 $5.37
</TABLE>

On request Metropolitan will furnish rates not shown above.

Form G.2444C-2AB (18)
<PAGE>

Section B. Separate Account

Section B1. Introduction

B1.1 "Account Balance" means the entire amount held at any particular
time by Metropolitan under this Contract on account of a Plan.
"Separate Account Balance" means the amount held at any particular
time by Metropolitan in the Separate Account under this Contract on
account of a Plan.

B1.2 "Annuitant" means a person upon whose life an annuity has been
purchased by a Trustee under this Contract.

B1.3 "Designated Office" means Metropolitan's Home Office at One Madison
Avenue, New York, New York 10010 or such other location or
locations as Metropolitan may designate in place of its Home
Office.

B1.4 "Employer" means an employer that has established a Plan and that
has arranged with Metropolitan to utilize this Contract in
connection with the Plan.

B1.5 "Plan" means a plan that meets the requirements for qualification
under Section 401 of the Internal Revenue Code of 1986 as from time
to time amended ("the Code"), established by an Employer for the
exclusive benefit of its employees or their beneficiaries and under
which it is impossible before the satisfaction of all liabilities
with respect to such employees and their beneficiaries for any part
of the corpus or income to be diverted to purposes other than for
their exclusive benefit.

B1.6 "Trustee" means the trustee of a qualified trust as determined
under Section 401 of the Code. Where there is no Trustee, the term
Trustee will mean the Plan Administrator. Any provisions of this
Contract permitting a Trustee to make payments, request
withdrawals, or take any other action with respect to a Plan on its
Account Balance or Separate Account Balance apply only to the
Trustee of a Plan under which payments have been accepted by
Metropolitan on behalf of that Plan.

B1.7 "Separate Account" means Metropolitan Life Separate Account E. This
is an investment account established and maintained by
Metropolitan, separate from its general account or other separate
accounts. Metropolitan will add to the Separate Account the
payments it receives under this Contract that are allocated to the
Separate Account. Amounts may also be allocated to the Separate
Account pursuant to certain other contracts of Metropolitan as may
be determined by it.

Form G.2444C-2AB (19)
<PAGE>

Section B1. - continued

Income and realized and unrealized gains or losses from assets in
the Separate Account are credited to or charged against the
Separate Account without regard to Metropolitan's other income,
gains, or losses.

The Separate Account will be valued at the end of each Valuation
Period.

B1.8 A "Valuation Period" is the period between two successive
valuations of the assets in the Separate Account. Valuations will
be made once each day that the New York Stock Exchange is open for
trading. Metropolitan reserves the right, on 30 days notice, to
change the basis for such Valuation Period, as long as the new
basis is not inconsistent with applicable law.

B1.9 The "Investment Divisions" are part of the Separate Account. Each
division holds a separate class (or series) of stock of a
designated investment company. Each class of stock represents a
separate portfolio in the investment company.

B1.10 Metropolitan will maintain the Separate Account in Investment
Divisions corresponding to the separate portfolios in the
investment company. As of the May 1, 1990, there are six Investment
Divisions corresponding to the six portfolios of the Metropolitan
Series Fund, Inc. (the "Fund") as of the May 1, 1990, viz., the
Growth Portfolio, the Income Portfolio, the Diversified Portfolio,
the Aggressive Growth Portfolio and the Stock Index Portfolio and
the Money Market Portfolio. These Investment Divisions and
portfolios are described below.

Division 1 - Growth Portfolio - The investment objective of this
portfolio is 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.

Division 2 - Income Portfolio - The investment objective of this
portfolio is to achieve the highest possible total
return, by combining current income with capital
gains, consistent with prudent investment risk and the
preservation of capital, by investing primarily in
fixed-income, high quality debt securities.

Division 3 - Diversified Portfolio - The investment objective of
this portfolio is 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.

Form G.2444C-2AB (20)
<PAGE>

Section B1. - Continued

Division 4 - Aggressive Growth Portfolio - The investment objective
of this portfolio is to achieve maximum capital
appreciation by investing primarily in common stock
(and equity and debt securities convertible into or
carrying the right to acquire common stocks) of
emerging growth companies, undervalued securities or
special situation.

Division 5 - Stock Index Portfolio - The investment objective of
this portfolio is to equal the performance of the
Standard + Poor's 500 stock index (adjusted to assume
reinvestment of dividends) by investing in the common
stock of companies which are included in the index.

Division 6 - Money Market Portfolio - The investment objective of
this portfolio is to achieve the highest possible
current income consistent with the preservation of
capital and maintenance of liquidity, by investing
primarily in short-term money market instruments.

Investment returns will reflect fluctuations in market value of
securities. The current Fund prospectus should be consulted for a
complete description of the Fund and the designated portfolios.

B1.11 An "Accumulation Unit" is the unit of measurement used in
determining the value of amounts held in the Investment Divisions.

Section B2. Payments to Metropolitan

B2.1 Metropolitan will accept under this Contract for addition to the
Separate Account each amount allocated to the Separate Account that
a Trustee pays hereunder on behalf of a Plan.

Payments to Metropolitan under this Contract are subject to the
following conditions

(a) Metropolitan has the right to refuse to accept any initial
payment smaller than $15,000 or any subsequent payments smaller
than $2,000 made to this Contract or payments made to the
Separate Account that total more than $1,000,000 during any
calendar month on account of a Plan. Metropolitan reserves the
right to change these minimum payment amounts at any time.

Form G.2444C-2AB (21)
<PAGE>

Section B2. - Continued

B2.2 The Trustee will direct Metropolitan whether payments accepted
under this Contract on a Plan's account are to be added to the
Separate Account and, if so, to which Investment Division Of the
Separate Account. The direction will specify whether all, none, or
a part (which must be given as a whole percentage) of such payments
are to be added to each Investment Division of the Separate
Account. The Trustee may change the allocation direction as to
future payments with respect to a Plan by notice to Metropolitan.
Such change will take effect within 7 business days after the
notice is received by Metropolitan or, if later, on the date
specified in the notice if such date is no more than 30 days after
Metropolitan's receipt of the notice.

Section B3. Maintenance of the Separate Account

B3.1 Metropolitan will maintain its records of amounts in the various
Investment Divisions in the Separate Account in terms of
Accumulation Units. The value of an Accumulation Unit in an
Investment Division for a Valuation Period is determined as of the
end of such Valuation Period by multiplying the previous
Accumulation Unit value by that Investment Division's experience
factor (see Section B4.2) for the Valuation Period. Metropolitan
initially established the value of an Accumulation Unit in each
Investment Division at $10.

Section B4. Valuation of Assets in Investment Divisions

B4.1 The investment experience of an Investment Division is determined
as of the end of each Valuation Period.

B4.2 Metropolitan uses an experience factor to measure changes in each
Investment Division's investment experience during a Valuation
Period.

The experience factor for a Valuation Period in each Investment
Division is calculated as follows

Form G.2444C-2AB (22)
<PAGE>

Section B4. - Continued

current Valuation Period, and subtracts any per share charge for
taxes and reserve for taxes.

(2) Metropolitan divides (1) by the net asset value per investment
company share at the end of the preceding Valuation Period.

(3) Metropolitan subtracts a charge not to exceed .000034247 for
each day in the Valuation Period. This charge is to cover the
administrative expenses, and the mortality and expense risk
charges assumed by Metropolitan under this Contract.

Section B5. Metropolitan's Right to Make Changes

B5.1 Metropolitan reserves the right to make certain changes if, in
Metropolitan's judgment, they would best serve the interests of
participants in or owners of contracts such as this or would be
appropriate in carrying out the purpose 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, Metropolitan will
obtain the Trustees' approval of the changes and approval from any
appropriate regulatory authority.

Examples of the changes Metropolitan may make include

o To operate the Separate Account in any form permitted under the
Investment Company Act of 1940, or in any other form permitted
by law.

o To take any action necessary to comply with or obtain and
continue any exemptions from the Investment Company Act of 1940.

o To transfer any assets in an Investment Division to another
Investment Division, or to one or more separate accounts, or to
Metropolitan's general account, or to add, combine, or remove
Investment Divisions in the Separate Account.

o To substitute for the investment company shares held in any
Investment Division the shares of another class of the
investment company or the shares of another investment company
or any other investment permitted by law.

o To change the way Metropolitan assesses charges, but without
increasing the aggregate amount charged in connection with this
Contract. For example, if Metropolitan purchases investments
(such as stocks and bonds) instead of buying shares of an
investment company, Metropolitan will assess an investment
advisory charge but not more than the amount that would
otherwise be charged by the investment company.

o To make any necessary technical changes in this Contract in
order to conform with any action this provision permits
Metropolitan to take.

Form G.2444C-2AB (23)
<PAGE>

Section B6. Plan's Separate Account Balance

If any of these changes result in a material change in the
underlying investments of an Investment Division to which amounts
held under this Contract are allocated, Metropolitan will notify
the Trustee of such change. The Trustee may then make a new choice
of Investment Divisions.

B6.1 Metropolitan will maintain records of any amount held in the
Separate Account on account of each Plan. Such amount will be the
sum of the amounts held with respect to the Plan in each Investment
Division.

B6.2 Not less often than twice in each twelve month period Metropolitan
will send to the Trustee for each Plan a statement of that Plan's
Separate Account Balance.

Section B7. Withdrawals from Investment Divisions

B7.1 Metropolitan will make withdrawals from the Plan's Separate Account
Balance held in Investment Divisions in order to

(a) purchase annuities for Plan participants and beneficiaries
pursuant to Section B9, and

(b) make transfers to the Fixed Interest Account or to other
Investment Divisions and make certain payments pursuant to
Section Bl0.

B7.2 Any such withdrawal will be made as of the date Metropolitan
receives the direction to make the withdrawal or as of any later
date specified in the direction except that

(a) if a Valuation Period does not end on the date as of which the
withdrawal would normally be made, the withdrawal will be made
as of the next following date on which a Valuation Period
ends,

(b) if the date specified is more than 180 days after the date
Metropolitan receives the direction Metropolitan will not make
the withdrawal,

(e) if the withdrawal is made pursuant to Section B8 or B10.3 it
will be made as of the end of the Valuation Period determined
by Metropolitan,

(f) if the withdrawal is made pursuant to Section B10.2 or B10.4
the withdrawal will be made as of the end of the Valuation
Period during which Metropolitan receives due proof that the
specific conditions have been met.

Form G.2444C-2AB (24)
<PAGE>

Section B7. - (Continued)

Metropolitan will determine the value of the amount withdrawn based
upon the value of an Accumulation Unit for the date as of which the
withdrawal is made.

B7 .3 Any withdrawal will completely discharge Metropolitan's liability
with respect to the amount withdrawn from the Investment Division.

Section B8. Withdrawals from the Separate Account to Purchase Annuities for
Plan Participants and Beneficiaries

B8.1 The Trustee may at any time direct Metropolitan to withdraw a
portion of a Plan's Account Balance and apply the amount withdrawn
to purchase an annuity for a Plan participant or beneficiary in
accordance with Section Bl2. No early withdrawal charge will be
imposed in connection with such withdrawal.

Section B9. Withdrawals from the Investment Divisions to make Transfers to the
Fixed Interest Account or to Other Investment Divisions or Payments
to Trustees

B9.1 The Trustee may at any time direct Metropolitan to withdraw all, a
specified whole percentage, or a specified dollar amount of a
Plan's Separate Account Balance maintained in one or more
Investment Divisions in order to

(a) make a transfer to the Fixed Interest Account, or from an
Investment Division in the Separate Account to one or more
other Investment Divisions in the Separate Account.

(b) make payment to the Trustee.

Metropolitan will accept no direction that would result in a
payment or transfer of less than $250 unless the direction applies
to the Plan's entire balance maintained in an Investment Division
of the Separate Account. If, after any withdrawal and payment, (i)
the Plan's entire Account Balance would be less than $2,000 and
(ii) more than three years have elapsed since the date Metropolitan
received the last amount on account of such Plan, Metropolitan has
the right to make payment as if the Trustee's direction had applied
to the Plan's entire Account Balance.

An early withdrawal charge will be imposed upon the Separate
Account Balance in connection with a withdrawal under this Section
B9.1 unless

(a) Section B9.2, B9.3, or B9.5 applies to the withdrawal, or

(b) The withdrawal is to make a transfer among Investment
Divisions or from the Separate Account to the Fixed Interest
Account.

The amount of the early withdrawal charge will be as specified in
Section Bl0.

Form G.2444C-2AB (25)
<PAGE>

Section B9 - (Continued)

B9.2 The Trustee may direct Metropolitan to withdraw an amount from a
Plan's Account Balance on account of a participant in such Plan and
have such amount paid to the Trustee without the imposition of an
early withdrawal charge if the Trustee submits to Metropolitan due
proof of

(a) (i) the Plan participant's death or (ii) the Plan
participant's total disability as defined under the Federal
Social Security Act, or (iii) the Plan participant's
termination form employment provided that the amount withdrawn
is rolled over to a Metropolitan contract qualified as an
Individual Retirement Annuity under Section 408 of the
Internal Revenue Code of 1986 as from time to time amended or
(iv) the Plan participant's retirement with retirement defined
as (a) the later of: (i) attained age 65, or (ii) 10 years
after issue; and (b) the date on which the Plan participant
actually retired and both

(b) the Plan participant's coverage under such Plan, and

B9.3 No early withdrawal charge will be imposed upon the withdrawal of
the Separate Account Balance if the Plan ceases to satisfy any of
the provisions specified under Section B1.5 for constituting a
"Plan" and due proof is submitted to Metropolitan.

B9.4 Metropolitan may withdraw a Plan's entire Account Balance and make
payment to the Trustee as if the Trustee had requested a withdrawal
of the Plan's entire Account Balance if (i) more than three years
have elapsed since the date Metropolitan received the last amount
on account of such Plan, and (ii) such Plan's entire Account
Balance is smaller than $2,000.

An early withdrawal charge will be imposed upon the Separate
Account Balance in connection with the withdrawal.

The amount of the early withdrawal charge will be as specified in
Section Bl0.

B9.5 The Trustee may direct Metropolitan to withdraw an amount from a
Plan's Account Balance on account of a participant in such Plan and
have such amount paid to the Trustee without the imposition of an
early withdrawal charge if the Trustee submits to Metropolitan due
proof of

(a) the Plan participant's attainment of age 70 1/2,

(b) the Plan participant's coverage under such Plan, and

Form G.2444C-2AB (26)
<PAGE>

Section Bl0. Separate Account Early Withdrawal Charges

B10.1 The early withdrawal charges for each payment are as follows:

(a) 7% from the date of each deposit until the end of the month
following the first anniversary of the receipt of that
deposit; and

(b) thereafter, the charge on each payment decreases by 1% a year
for the next six years.

B1O.2 The early withdrawal charge imposed pursuant to Section B9.1 or in
connection with a withdrawal from the Plan's Investment Division
Account Balance will be equal to that part of the amount used to
make a transfer or payment that is not exempt under Section 9.1
from the withdrawal charge multiplied by the appropriate factor
from B10.1.

B1O.3 Partial withdrawals are subject to the early withdrawal charges in
B10.1 For the first withdrawal in any contract year, up to 10% of
the Separate Account Balance in each Investment Division as of the
date of the withdrawal may be withdrawn without imposition of the
early withdrawal charge. If the first withdrawal in a contract year
exceeds 10% of the Investment Division Account Balance, any early
withdrawal charges as described in B10.1 are applicable to the
excess amount. The early withdrawal charge in B10.1 are also
applicable to the entire second or later withdrawal in the same
contract year.

B10.4 If withdrawals are made from more than one Investment Division, the
early withdrawal charge will be determined separately for each
Investment Division.

Section B1l. Annuity Purchases

B1.1 If an election is made under this Contract to apply a portion of
the Account Balance to purchase an annuity, Metropolitan will
require the following information

(b) The form of annuity selected will be in compliance with any
federal rules or regulations including the Retirement Equity
Act of 1984, and will be one of those set forth in Section B14
or any other form of annuity agreed upon by Metropolitan.

Form G.2444C-2AB (27)
<PAGE>

Section B.11 - (Continued)

(d) The purchase date of the annuity, which will be a date not
less than 30 nor more than 180 days after the date
Metropolitan receives the election along with all required
information. If, however, the annuity is purchased after the
death of a Plan participant, the purchase date will be the
date Metropolitan received due proof of the Plan participant's
death. In no event may the purchase date be later than the
Annuitant's 75th birthday except that the purchase of an
annuity for a Plan participant covered under the provisions of
the next paragraph will be in accordance with such provisions.
Regardless of the mode of annuity payment chosen, the first
annuity payment will be made as of the purchase date of the
annuity.

For any Plan participant who attains age 70 1/2, if the
Annuitant is the Plan participant, the purchase date of the
annuity may be no later than April 1 of the year following the
year in which the Plan participant attains age 7O 1/2.

B11.2 The Consideration for an annuity will be the amount applied
pursuant to Section B9 to purchase the annuity, reduced by any
applicable premium tax.

B11.3 Metropolitan will determine the payment to the Annuitant as of the
purchase date of the annuity by applying the Consideration to the
rate set forth in Section B13 for the form of annuity selected for
the Annuitant. If payments are to be made other than monthly, the
amounts shown in Section B13 will be adjusted to the actuarially
equivalent amounts for the frequency of payments elected. If the
monthly rate of an annuity would be less than $20 (regardless of
whether or not monthly annuity payments were elected), Metropolitan
will have the right to refuse to make the annuity purchase and,
instead, to pay to the Trustee the amount that would otherwise have
been applied to purchase the annuity, before any reduction on
account of premium tax.

B11.4 If at the time of an annuity purchase Metropolitan has in effect
for contracts in the same class as this Contract annuity purchase
rates more favorable to the Trustee than those set forth for
purchase of annuities in Section B14, Metropolitan will apply the
more favorable rates in place of those set forth in Section B13.

B11.5 Metropolitan has the right as of any anniversary of the Issue Date
to change the annuity purchase rates set forth in Section B13. No
such change will apply to any annuity purchased from the Account
Balance of any Plan participating under this Contract as of the day
immediately the effective date of any such change.

B11.6 Metropolitan will issue a certificate for delivery to each
Annuitant. Such certificate will describe the annuity purchased for
the Annuitant.

Form G.2444C-2AB (28)
<PAGE>

Section B11. - (Continued)

B11.7 If there has been a misstatement as to any Annuitant, Metropolitan
will not pay more annuity benefits than would have been provided if
the correct information had been given. Any overpayment or
underpayment of an annuity, together with interest, will be
deducted from or added to, respectively, future annuity payments.
The interest rate will be that used to determine the annuity
purchase rates for the annuity purchased.

B11.8 If Metropolitan is holding any Fixed Interest Account Balance on
account of a Plan, the amounts applied to purchase an annuity under
Section A9 will be combined with those applied to purchase an
annuity under this Section B11, and only a single annuity will be
purchased with the combined amounts.

B11.9 Any annuity purchased under a defined benefit plan 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 now or hereafter amended. No
annuity will be terminated, suspended or reduced because of Plan
provisions unless such provisions were in effect at the time the
annuity was provided and the Trustee so certifies to Metropolitan.
In the event an annuity is terminated, suspended or reduced,
Metropolitan will determine the appropriate amount or amounts on
account of such termination, suspension or reduction and pay such
amount or amounts to the payee designated by the Trustee.

Section Bl2. General Provisions

B12.1 After the purchase of an annuity the Annuitant may change the
designation of beneficiary by notice to Metropolitan. Upon
Metropolitan's receipt of the notice the change will take effect as
of the date the notice was signed, but without prejudice to
Metropolitan on account of any payment it made before it received
the notice or so soon after such receipt that payment could not
reasonably be stopped.

If more than one beneficiary is named and the respective interest
of each beneficiary is not specified, the beneficiaries will be
paid in equal shares. If one of several beneficiaries dies before
the Annuitant, any amounts payable upon the death of the Annuitant
will be paid to the surviving beneficiaries. If there is no
surviving beneficiary at the death of an Annuitant, the amount then
payable will be paid to the estate of the Annuitant.

B12.2 This Contract is the entire contract between the parties. The
Contractholder's statements will be deemed representations and not
warranties. No sales representative or other person, except an
authorized officer of Metropolitan, may make or change any contract
or certificate or make any binding promises about any contract or
certificate. Any amendment, modification or waiver of any provision
of this Contract or any certificate may be made effective on behalf
of Metropolitan only by an authorized officer of Metropolitan.

Form G.2444C-2AB (29)
<PAGE>

Section Bl2. - (Continued)

B12.3 The Trustee's rights under this Contract are nontransferable and
nonforfeitable. No amount payable under this Contract may be
assigned or encumbered and, 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.

The amounts payable under this Contract are equal to at least the
minimums required by any applicable law.

B12.4 Metropolitan 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 such payee's application of any amounts so
paid. Any direction for a withdrawal must be in a form satisfactory
to Metropolitan.

B12.5 All communications under this Contract and any amendment,
modification or waiver of this Contract will be in writing. All
payments and communications to Metropolitan shall be directed to
its Designated Office. Metropolitan will not be deemed to have
received a payment or communications until it is received at the
Designated Office. Metropolitan may, but need not, establish
procedures for certain communications to be received by telephone
or by other non-written means. If it does so, such communications
will be deemed to have been received when actually received in
accordance with such procedures.

B12.6 Notwithstanding any provision in this Contract to the contrary,
Metropolitan reserves the right to defer determination, payment or
application of any amount received or payable under this Contract
in the event that the New York Stock Exchange is closed (other than
customary weekend and holiday closings), or an emergency exists
making disposal or valuation of assets in the Separate Account not
reasonably practicable or the Securities and Exchange Commission
determines that securities trading is restricted or permits such
deferral.

B12.7 If a Plan ceases to satisfy any of the provisions specified under
Section B1.5 for constituting a "Plan" the Trustee with respect to
that Plan will promptly notify Metropolitan.

B12.8 The sole responsibility of the Contractholder is to serve as party
to this Contract pursuant to the terms of the Metropolitan Group
Annuity Contracts Trust. The Contractholder will have no
responsibility to any Trustee, Employer, Plan participant,
Annuitant or beneficiary. Any obligations arising out of this
Contract with respect to such persons will be Metropolitan's.

B12.9 This Contract will cease upon Metropolitan's fulfillment of all its
duties and obligations hereunder.

Form G.2444C-2AB (30)
<PAGE>

Section B13. Annuity Purchase Rates

Applicable For Defined Benefit Plans

(a) Life Annuity Form

<TABLE>
<CAPTION>
Annuitant's Exact
Age on Date of Monthly Annuity Payment
Purchase of Annuity per $1,000 of Consideration
------------------- ---------------------------

Male Female
---- ------
<S> <C> <C>
55 $4.02 $3.69
56 4.09 3.75
57 4.16 3.81
58 4.24 3.87
59 4.32 3.93
60 4.40 4.00
61 4.49 4.07
62 4.58 4.14
63 4.68 4.22
64 4.79 4.31
65 4.90 4.40
66 5.02 4.49
67 5.15 4.60
68 5.29 4.71
69 5.44 4.82
70 5.59 4.94
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are sex distinct.

Form G.2444C-2AB (31)
<PAGE>

Section B13. - Continued

Applicable For Defined Contribution Plans

(a) Life Annuity Form

<TABLE>
<CAPTION>
Annuitant's Exact
Age on Date of Monthly Annuity Payment
Purchase of Annuity per $1,000 of Consideration
------------------- ---------------------------
<S> <C>
55 $3.85
56 3.91
57 3.98
58 4.05
59 4.12
60 4.19
61 4.27
62 4.36
63 4.45
64 4.54
65 4.64
66 4.75
67 4.86
68 4.99
69 5.11
70 5.25
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444C-2AB (32)
<PAGE>

Section B13. - Continued

Applicable For Defined Benefit Plans

(b) Joint and Survivor Life Annuity Form

<TABLE>
<CAPTION>
Monthly Annuity Payment to Male Primary Annuitant
per $1,000 of Consideration if Percentage of
Annuitant's Exact Monthly Annuity Payment Payable to Survivor
Ages on Date of Annuitant is:
------------------------------------------------
Purchase of Annuity* 50% 66 2/3% 75% 100%
-------------------- --- ------- --- ----
<S> <C> <C> <C> <C>
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
</TABLE>
* In each pair of ages, the first age is the primary Annuitant's age and
the second age is the survivor Annuitant's age. The suffix "M" denotes a
male age, the "F" denotes a female age.

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are sex distinct.

Form G.2444C-2AB (33)
<PAGE>

Section B13. - Continued

Applicable For Defined Contribution Plans

(b) Joint and Survivor Life Annuity Form

<TABLE>
<CAPTION>
Monthly Annuity Payment to Primary Annuitant
per $1,000 of Consideration if Percentage of
Annuitant's Exact Monthly Annuity Payment Payable to Survivor
Ages on Date of Annuitant is:
---------------------------------------------
Purchase of Annuity* 50% 66 2/3% 75% 100%
-------------------- --- ------- --- ----
<S> <C> <C> <C> <C>
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
</TABLE>

* In each pair of ages, the first age is the primary Annuitant's age and
the second age is the survivor Annuitant's age.

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444C-2AB (34)
<PAGE>

Section B13. - Continued

Applicable For Defined Benefit Plans

Under this form of annuity Metropolitan will make monthly payments from the
commencement date of the annuity, if the Annuitant is then living, to the date
of the last payment before the later of (i) the Annuitant's death, and (ii) the
expiration of the term certain period. Annuity payments during the Annuitant's
lifetime are payable to the Annuitant; any annuity payments due after the
Annuitant's death are payable to the Annuitant's beneficiary, except that if the
beneficiary is not a natural person, then in lieu of the payment of monthly
annuity payments to the beneficiary the commuted value of such annuity payments
will be paid to the beneficiary. If the beneficiary is a natural person and if
neither the Annuitant nor his or her beneficiary is living at the time an
annuity payment is due, the commuted value of the annuity payments due will be
paid to (i) the Annuitant's executors or administrators in case the Annuitant
died after his or her beneficiary, or (ii) the beneficiary's executors or
administrators in case the beneficiary died after the Annuitant. The commuted
value of annuity payments will be calculated at the interest rate used to
determine the annuity purchase rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

<TABLE>
<CAPTION>
Annuitant's Exact Monthly Annuity Payment per $1,000 of Con-
Ages on Date of sideration if Term Certain Period is:
-------------------------------------------
Purchase of Annuity 10 Years 15 Years 20 Years
------------------- -------- --------- --------
Male Female Male Female Male Female
---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
55 $3.98 $3.68 $3.94 $3.66 $3.87 $3.63
56 4.05 3.73 4.00 3.71 3.93 3.68
57 4.12 3.79 4.06 3.76 3.98 3.73
58 4.19 3.85 4.13 3.82 4.04 3.78
59 4.26 3.91 4.19 3.88 4.10 3.83
60 4.34 3.97 4.26 3.94 4.15 3.89

61 4.42 4.04 4.34 4.00 4.21 3.94
62 4.51 4.11 4.41 4.07 4.28 4.00
63 4.60 4.19 4.49 4.14 4.34 4.06
64 4.70 4.27 4.57 4.21 4.40 4.12
65 4.80 4.35 4.66 4.29 4.19

66 4.90 4.44 4.75 4.37 4.26
67 5.02 4.54 4.84 4.45 4.32
68 5.13 4.64 4.93 4.54
69 5.26 4.74 5.03 4.63
70 5.39 4.85 5.12 4.72
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are sex distinct.

Form G.2444C-2AB (35)
<PAGE>

Section B13. - Continued

Applicable For Defined Benefit Plans

Under this form of annuity Metropolitan will make monthly payments from the
commencement day of the annuity, if the Annuitant is then living, to the date of
the last payment before the later of (i) the Annuitant's death, and (ii) the
expiration of the term certain period. Annuity payments during the Annuitant's
lifetime are payable to the Annuitant; any annuity payments due after the
Annuitant's death are payable to the Annuitant's beneficiary, except that if
the beneficiary is not a natural person, then in lieu of the payment of monthly
annuity payments to the beneficiary the commuted value of such annuity payments
will be paid to the beneficiary. If the beneficiary is a natural person and if
neither the Annuitant nor his or her beneficiary is living at the time an
annuity payment is due, the commuted value of the annuity payments due will be
paid to (i) the annuitant's executors or administrators in case the Annuitant
died after his or her beneficiary, or (ii) the beneficiary's Executors or
administrators in case the beneficiary died after the Annuitant. The commuted
value of annuity payments will be calculated at the interest rate used to
determine the annuity purchase rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

<TABLE>
<CAPTION>
Annuitant's Exact Monthly Annuity Payment per $1,000 of Con-
Ages on Date of sideration if Term Certain Period is:
-------------------------------------------
Purchase of Annuity* 10 Years 15 Years 10 Years
-------------------- -------- -------- --------
<S> <C> <C> <C>
55 M and 50 F $3.98 $3.94 $3.87
56 M and 51 F 4.05 4.00 3.93
57 M and 52 F 4.12 4.06 3.98
58 M and 53 F 4.19 4.13 4.04
59 M and 54 F 4.26 4.19 4.10
60 M and 55 F 4.34 4.26 4.15

61 M and 56 F 4.42 4.34 4.21
62 M and 57 F 4.51 4.41 4.28
63 M and 58 F 4.60 4.49 4.34
64 M and 59 F 4.70 4.57 4.40
65 M and 60 F 4.80 4.66

66 M and 61 F 4.90 4.75
67 M and 62 F 5.02 4.84
68 M and 63 F 5.13 4.93
69 M and 64 F 5.26 5.03
70 M and 65 F 5.39 5.12
</TABLE>

* In each pair of ages, the first age is the primary Annuitant's age and
the second age is the survivor Annuitant's age. The suffix "M" denotes a
male age, the "F" denotes a female age.

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are sex distinct.

Form G.2444C-2AB (36)
<PAGE>

Section B13. - Continued

Applicable For Defined Contribution Plans

Under this form of annuity Metropolitan will make monthly payments from the
commencement day of the annuity, if the Annuitant is then living, to the date of
the last payment before the later of (i) the Annuitant's death, and (ii) the
expiration of the term certain period. Annuity payments during the Annuitant's
lifetime are payable to the Annuitant; any annuity payments due after the
Annuitant's death are payable to the Annuitant's beneficiary, except that if the
beneficiary is not a natural person, then in lieu of the payment of monthly
annuity payments to the beneficiary the commuted value of such annuity payments
will be paid to the beneficiary. If the beneficiary is a natural person and if
neither the Annuitant nor his or her beneficiary is living at the time an
annuity payment is due, the commuted value of the Annuity payments due will be
paid to (i) the Annuitant's executors or administrators in case the Annuitant
died after his or her beneficiary, or (ii) the beneficiary's executors or
administrators in case the beneficiary died after the Annuitant. The commuted
value of annuity payments will be calculated at the interest rate used to
determine the annuity purchase rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

61 4.23 4.17 4.08
62 4.31 4.24 4.14
63 4.39 4.31 4.20
64 4.48 4.39 4.26
65 4.57 4.47 4.33

66 4.67 4.55 4.39
67 4.77 4.64 4.46
68 4.88 4.73 4.52
69 4.99 4.82 4.59
70 5.11 4.92 4.65
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444C-2AB (37)
<PAGE>

Section Bl3. - Continued

Applicable For Defined Benefit and Defined Contribution Plans

(d) Term Certain Annuity Form

Under this form of annuity, Metropolitan will make monthly payments from the
commencement date of the annuity to the date of the last payment before the
expiration of the term certain period. The term certain period must be at least
5 years. Annuity payments provided during the Annuitant's lifetime are payable
to the Annuitant; any annuity payments provided after the Annuitant's death are
payable to the Annuitant's beneficiary, except that if the beneficiary is not a
natural person, then in lieu of the payment of monthly annuity payments to the
beneficiary the commuted value of such annuity payments will be paid to the
beneficiary. If the beneficiary is a natural person and if neither the Annuitant
nor his or her beneficiary is living at the time annuity payments are due, the
commuted value of those annuity payments will be paid (i) the Annuitant's
executors or administrators in case the Annuitant died after his or her
beneficiary, or (ii) the beneficiary's executors or administrators in case the
beneficiary died after the Annuitant. The commuted value of annuity payments
will be calculated at the interest rate used to determine the annuity purchase
rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

<TABLE>
<CAPTION>
Monthly Annuity Payment per $1,000 of Con-
sideration if Term Certain Period is:
------------------------------------------
10 Years 15 Years 20 Years
-------- -------- --------
<S> <C> <C>
$9.37 $6.70 $5.37
</TABLE>

On request Metropolitan will furnish rates not shown above.

Form G.2444C-2AB (38)
<PAGE>

EXHIBIT (4)(a)(ii)

Filed with Post-Effective Amendment No. 11 to this
Registration Statement on Form N-4 on March 1, 1991.
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated in New York State) in consideration of
the deposits it receives under this contract, will pay the benefits of this
contract according to its provisions. The contractholder and Metropolitan
execute this contract in duplicate to take effect as of the issue date.

By:_____________________________ Metropolitan Life Insurance Company

________________________________
Richard M. Blackwell, Vice-President and
Secretary
________________________________

________________________________ Robert G. Schwartz, Chairman of the Board,
President and CEO

________________________________ ________________________________________
Registrar

________________________________________
Date

________________________________________
City and State

---------------------------------------------------------------------------
GROUP ANNUITY CONTRACT NUMBER S123456789

CONTRACT DATE March 15, 1991

CONTRACTHOLDER Trustee Of The Metropolitan
Group Annuity Contracts Trust

ADMINISTRATIVE FEE None
----------------------------------------------------------------------------

"Restricted" Participants are:__________________________________________

____________________________ __________________________________________

PLEASE READ THIS CONTRACT CAREFULLY
See Index On Last Page

Cover Page

SPECIMEN

Form G.4333 PP
(Keogh-unallocated)
<PAGE>

TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
<S> <C> <C>

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?............................4
2.3 How can I obtain information about my contract and its
value?..............................................................4
2.4 Must I tell you if the Plan no longer qualifies under
Section 401 of the Code?............................................4
2.5 May I assign or transfer this contract, or use it as
collateral for a loan?..............................................4
2.6 Are administrative fees deducted from this contract?....................4
2.7 Why do you call this contract "group unallocated"?......................4

SECTION 3--DEPOSITS..........................................................5
- -------------------
3.1 How much money can I deposit under this contract?.......................5
3.2 Can my contract be cancelled if deposits are not made?..................5

SECTION 4--CREDITING OF INTEREST.............................................5
- --------------------------------
4.1 How is interest credited under my contract?.............................5

SECTION 5--THE SEPARATE ACCOUNT..............................................6
- -------------------------------
5.1 What is the Separate Account and how does it operate?...................6

SECTION 6--TRANSFERS.........................................................8
- --------------------
6.1 Can money be transferred under this contract?...........................8

SECTION 7--WITHDRAWALS.......................................................8
- ----------------------
7.1 Can I make withdrawals?.................................................8
7.2 Is there a charge for making a withdrawal?..............................9
7.3 When is there no charge for making a withdrawal?.......................10
7.4 What is our share of Plan Benefits and Loans?..........................11
7.5 Examples of Withdrawals................................................12

SECTION 8--INCOME PAYMENTS..................................................12
- --------------------------
8.1 Can you guarantee persons entitled to Plan benefits with
income payments for as long as they live?..........................12
8.2 When must income payments begin, if they are being
purchased because of the death of a Participant?...................13
8.3 What happens if the payee dies after income payments start.............13
8.4 How are the minimum income plan rates that are shown
on pages 15 and 16 calculated?.....................................14
8.5 What information must I furnish to Metropolitan for
Metropolitan to provide income payments?...........................14
8.6 If I have a defined benefit plan, are income plans
purchased for Participants handled differently?....................14

SECTION 9--INCOME PLAN RATES FOR DEFINED CONTRIBUTION PLANS.................15
- -----------------------------------------------------------

SECTION 10--INCOME PLAN RATES FOR DEFINED BENEFIT PLANS.....................16
- -------------------------------------------------------
</TABLE>

1
<PAGE>

SECTION 1 -- WHAT DO THE BASIC TERMS USED IN THIS CONTRACT MEAN ?
- -----------------------------------------------------------------

1.1 "Account Balance" is the total of your deposits with us plus earnings on
those deposits, minus withdrawals (including any withdrawal charges and
fees) .

1.2 "Code" is the Internal Revenue Code.

1.3 "Contractholder" is an entity whose sole responsibility is to serve as
party to this contract pursuant to the terms of the Metropolitan Group
Annuity Contracts Trust. The contractholder has no responsibility to any
trustee, employer, participant, annuitant or beneficiary. Any obligations
arising out of this contract with respect to such persons will be ours.

1.4 "Contract Year" for the first year is measured from the contract date and
continues to the last day of the month prior to the month in which the
anniversary of the plan year occurs. Each new contract year begins on the
first day of the next month. For example, if the contract date is May 15,
1995 and the plan year anniversary is October 1st, the first contract year
ends September 30, 1996 and the second contract year begins October 1,
1996. The contract anniversary will be May 15th.

1.5 "Deposit" is money received by us under your contract.

1.6 "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 like
contract years, except that deposit years are determined separately for
each deposit) .

1.7 "Designated Office" is the administrative unit servicing your contract. It
is currently the Pension 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 "Fund" refers to the Metropolitan Series Fund, Inc., which is a mutual fund
for which we are the investment manager. It is used only for insurance and
annuity contracts such as this one. It is 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 of the

2
<PAGE>

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.

1.10 "Participant" is any person who participates in the Plan.

1.11 "Plan" is any plan which meets the requirements of Section 401 of the Code.
It must be established by the employer for the exclusive benefit of its
employees or their beneficiaries. The plan must make it impossible, before
the satisfaction of all liabilities with respect to such employees and
their beneficiaries, for any part of the corpus or income to be diverted to
purposes other than for their exclusive benefit.

1.12 "Plan Year" is each 12 month period during which you keep records on behalf
of participants and during which you provide annual statements to
participants and ERISA reports.

1.13 "Restricted" Participant is one who is specifically designated by name as
such on the cover page, or any other Participant who within 10 years of the
issue date has 50% or more of the Plan's assets attributable to him or her.

1.14 "We", "Us", and "Our" refer to Metropolitan Life Insurance Company .

1.15 "You", "Your", "Me", "My" and "I" is the trustee of a qualified trust as
determined under Section 401 of the Code. Where there is no trustee, the
terms mean the plan administrator. The person from whom we have accepted
deposits and 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.

3
<PAGE>

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 interest.

2.3 How can I obtain information about my contract and its value?
-------------------------------------------------------------

At least once each contract year, we will send you a statement with details
on payments, values, withdrawals, and other information about your
contract.

For other information or service you may contact our designated office.

2.4 Must I tell you 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 as if you had made a full
cash withdrawal.

2.5 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 transferable 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 with such other plan.

2.6 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 advance.

2.7 Why do you call this contract "group unallocated"?
--------------------------------------------------

Deposits and earnings on those deposits are credited to the contract as a
whole, rather than to individual Participants.We do not keep individual
Participant records (except for Participants for whom we provide income
payments) under this

4
<PAGE>

contract, which is a funding vehicle not a plan document.

SECTION 3--DEPOSITS
-------------------

3.1 How much money can I deposit under this contract and how are deposits
---------------------------------------------------------------------
allocated?
----------

We will accept each amount you deposit up to $5,000,000 per contract year.
We will not accept any deposit less than $2,000. We may either return
amounts which violate these limits or agree to take them. We may change
them by telling you in writing at least 90 days in advance.

Deposits may be made at any time while this contract is in effect. However,
we will not accept deposits after you have requested a full withdrawal. 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).

3.2 Can my contract be cancelled if deposits are not made?
------------------------------------------------------

If deposits during the first contract year are less than $15,000, or if a
deposit has not been made for 36 consecutive months and the account balance
is less than $2,000, we may, if permitted by law, cancel this contract by
paying you the full cash withdrawal value in a single sum.

SECTION 4--CREDITING OF INTEREST
--------------------------------

4.1 How is interest credited under my contract?
-------------------------------------------

The Fixed Interest Account guarantees both principal and 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.

5
<PAGE>

(a) the dates the amounts are withdrawn or transferred to the Separate
Account, or
(b) the date you withdraw it or use it to start making income payments to
any person entitled to Plan benefits.

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 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--THE SEPARATE ACCOUNT
-------------------------------

5.1 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 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.

6
<PAGE>

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
$5,000 is transferred in, and the value of an accumulation unit is $100, 50
accumulation units will be provided.

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 portfolio of the Fund 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 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
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.

Deposits to the Separate Account will be credited as of the end of the
valuation period during which we receive them at our designated office.
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:
. To transfer any assets in an investment division to

7
<PAGE>

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.

. To substitute, for the Fund shares held in any portfolio, the shares
of another class of the Fund or the shares of another fund or 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.

SECTION 6--TRANSFERS
--------------------

6.1 Can money be transferred under this contract?
---------------------------------------------

If you make a transfer from the Fixed Interest Account, we will determine
which deposits and earnings to take it from as if it was a withdrawal. 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.

SECTION 7--WITHDRAWALS
----------------------

7.1 Can I make withdrawals?
-----------------------

Yes. The minimum withdrawal is $100. Any withdrawal will completely
discharge our liability for the amount withdrawn. Any withdrawal request
must be signed by you and sent to our

8
<PAGE>

designated office.

7.2 Is there a charge for making a withdrawal?
------------------------------------------

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.

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 withdrawal charge (ignoring the 20% exemption provided below),
and will then withdraw other amounts from any earnings on 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.

The withdrawal charge for any deposit is based on the length of time it was
in the contract.

--------------------------------------
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 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. 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--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
withdrawal to pay it may come from earnings.

9
<PAGE>

For full withdrawals, 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 is no charge for making a withdrawal?
---------------------------------------------------

A full withdrawal may be made without an early withdrawal charge if you
tell us of your intention to make a full withdrawal and the account balance
is paid annually over four years as follows:
(a) 20% of your Account Balance upon receipt of the request (however, if
you already made a partial withdrawal from your Account Balance in the
same certificate year, we will reduce this first installment by the
amount of the partial withdrawal);
(b) 25% of your then current Account Balance one year later;
(c) 33 1/3% of your then current Account Balance two years later;
(d) 50% of your then current Account Balance three years later; and
(e) the remainder of your 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 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 below.

Withdrawal charges also will not apply to any withdrawal:
(a) to make a payment to you that is necessary to avoid Federal income tax
penalties or to satisfy Federal income tax rules; or
(b) made for us to provide income payments for life, or for a period of
five years or more if the payments cannot be accelerated; or
(c) resulting from Plan termination, provided the withdrawal is rolled
over into another contract or certificate issued by us; or

10
<PAGE>

(d) if it would cause cumulative withdrawal charges to exceed interest
earned, i.e., your deposits are guaranteed; or
(e) of interest.

In addition, no contract withdrawal charge will apply to any withdrawal
made to pay our share of Plan benefits (see Section 7.4) because of the:
(i) Death of a Participant.
(ii) Disability of a Participant, but only if he or she is totally
disabled as defined under the Federal Social Security laws.
(iii)Termination of employment of a Participant who is not a Restricted
Participant.
(iv) Retirement, pursuant to the Plan's written provisions, of a
Participant who is not a Restricted Participant.
(v) To any withdrawal that is the result of an unforeseen hardship
encountered by a participant (as verified in writing by you).

Also, if the Plan allows Participants to borrow from the Plan, each
contract year you may withdraw up to 20% of the Account Balance without a
withdrawal charge to pay our share of loans to Participants.

Proof of these facts satisfactory to us must be given to us if we ask for
it. In no event, however, will exemptions (iii) and (iv) or the 20%
corridor for the purpose of making loans apply to any Participants after
the first contract year, unless we have received at least $15,000 in
deposits from you during that year or unless we agree otherwise in writing.

To the extent required by law, we have the right to delay paying any cash
withdrawals 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.

11
<PAGE>

7.5 Examples of Withdrawals
-----------------------

Assume four deposits 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. You now ask for $3,500 from the Growth Division for a purpose
other than to provide loans to plan participants.

If this is your first request for a withdrawal in a contract year, we would
allow all deposits no longer subject to surrender charges ($2,000) to be
withdrawn without a withdrawal charge. 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 deposit (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
take it all 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 in the same contract year you then take a full withdrawal, we multiply
the remaining $500 from your second deposit by 3% ($15), the third $2,000
deposit by 5% ($100), and the fourth $2,000 deposit 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.

SECTION 8--INCOME PAYMENTS
--------------------------

8.1 Can you guarantee persons entitled to Plan benefits with income payments
------------------------------------------------------------------------
for as long as they live?
-------------------------

Yes. Persons entitled to Plan benefits can receive payments under income
plans 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 the payee's life expectancy or the joint life expectancy if
there is more than one payee.

Income payments shall be paid in the form of a qualified joint and survivor
income plan, unless you instruct us otherwise in writing during the 90 day
period prior to the

12
<PAGE>

date income payments are to commence. A qualified joint and survivor income
plan is one which provides annuity payments for a payee's life with
survivor annuity payments for the life of his or her spouse which are 50%
of the amount payable during the life of the 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. However, the form of income plan selected
must be in compliance with any applicable federal rules and regulations,
including the Retirement Equity Act of 1984 and Code Section 401(a)(9).

Persons entitled to Plan benefits may begin receiving income payments at
any date you choose (subject to any applicable federal rules and
regulations, including Code Section 401(a)(9)), which occurs after the
issue date provided 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, neither you
nor the payee will be able to change the choice of income plan.

8.2 When must income payments begin if they are being purchased because of the
--------------------------------------------------------------------------
death of a Participant?
-----------------------

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.

8.3 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 person. After income payments start, we may require proof that the
payee is alive on the due date of each income payment.

13
<PAGE>

8.4 How are the minimum income plan rates that are shown on pages 15 and 16
-----------------------------------------------------------------------
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 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.

8.5 What information must I furnish to Metropolitan for Metropolitan to provide
---------------------------------------------------------------------------
income payments?
----------------

We need the name, social security number, date of birth, sex and address of
the annuitant, beneficiary, and any survivor annuitant. We have the right
to require proof of dates of birth in a form that is satisfactory to us.

8.6 If I have a defined benefit plan, are income plans purchased for
----------------------------------------------------------------
Participants handled differently?
---------------------------------

Any income plan purchased under a defined benefit plan 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.

14
<PAGE>

SECTION 9 --INCOME PLAN RATES FOR DEFINED CONTRIBUTION PLANS
------------------------------------------------------------

<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
55 $3.85 $3.83 $3.80 $3.75
56 $3.91 $3.89 $3.85 $3.80
57 $3.98 $3.95 $3.91 $3.85
58 $4.05 $4.01 $3.97 $3.91
59 $4.12 $4.08 $4.03 $3.96
60 $4.19 $4.15 $4.10 $4.02
61 $4.27 $4.23 $4.17 $4.08
62 $4.36 $4.31 $4.24 $4.14
63 $4.45 $4.39 $4.31 $4.20
64 $4.54 $4.48 $4.39 $4.26
65 $4.64 $4.57 $4.47 $4.33
66 $4.75 $4.67 $4.55 $4.39
67 $4.86 $4.77 $4.64 $4.46
68 $4.99 $4.88 $4.73 $4.52
69 $5.11 $4.99 $4.82 $4.59
70 $5.25 $5.11 $4.92 $4.65

<CAPTION>
JOINT AND SURVIVOR LIFE INCOME PLAN
Monthly Income Payment to Primary Annuitant
per $1,000 of Consideration if Percentage
Annuitant's of Monthly Income Payment Payable to the
Exact Age on Survivor Annuitant is:
Date of Purchase
of Income Plan* 50% 66 2/3% 75% 100%
<S> <C> <C> <C> <C>
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
</TABLE>

* 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

<TABLE>
<CAPTION>
Monthly Income Payment Per $1,000 of Consideration
--------------------------------------------------
If Term Certain Period is:
<S> <C> <C>
10 Years 15 Years 20 Years
$9.37 $6.70 $5.37
</TABLE>

<PAGE>

SECTION 10--INCOME PLAN RATES FOR DEFINED BENEFIT PLANS
-------------------------------------------------------
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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

JOINT AND SURVIVOR LIFE INCOME PLAN
Monthly Income Payment to Primary Annuitant
Annuitants per $1,000 of Consideration if Percentage
Exact Age on of Monthly Income Payment Payable to the
Date of Purchase Survivor Annuitant is:
of Income Plan* 50% 66 2/3% 75% 100%

* 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

16
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated in New York State)
in consideration of the deposits it receives under this contract, will pay
the benefits of this contract according to its provisions. The
contractholder and Metropolitan execute this contract in duplicate to take
effect as of the issue date.

By:____________________________ Metropolitan Life Insurance Company

_______________________________
Richard M. Blackwell, and Secretary
_______________________________

_______________________________ Robert G. Schwartz, Chairman of the Board,
President and CEO
_______________________________

_________________________________________
Registrar
_________________________________________
Date
_________________________________________
City and State

-----------------------------------------------------------------------
GROUP ANNUITY CONTRACT NUMBER S123456789

CONTRACT DATE March 15, 1991

CONTRACTHOLDER Trustee of the Metropolitan
Group Annuity Contracts Trust

ADMINISTRATIVE FEE None
-----------------------------------------------------------------------

PLEASE READ THIS CONTRACT CAREFULLY
See Index on Last Page

Cover Page

SPECIMEN

Form G.4333 PP
(keogh-allocated)
<PAGE>

1. WHAT DO THE BASIC TERMS USED IN THIS CONTRACT MEAN?

"Annuitant" is a person upon whose life an annuity has been purchased by
you under this contract.

"Contractholder" is an entity whose sole responsibility is to serve as
party to this contract pursuant to the terms of the Metropolitan Group
Annuity Contracts Trust. The contractholder has no responsibility to any
trustee, employer, participant, annuitant or beneficiary. Any obligations
arising out of this contract with respect to such persons will be
Metropolitan's.

"Contract Year" for the first year is measured from the contract date and
continues to the last day of the month prior to the month in which the
anniversary of the plan year occurs. Each new contract year begins on the
first day of the next month. For example, if the contract date is May 15,
1995 and the plan year anniversary is October 1st, the first contract year
ends September 30, 1996 and the second contract year begins October 1,
1996. The contract anniversary will be May 15th.

"Code" means the Internal Revenue Code.

"Deposits" are your payments to us under this annuity contract on behalf of
the participants.

"Designated Office" is the administrative office servicing your contract.
It is currently the Pension and Savings Center, Metropolitan Life Insurance
Company, One Madison Avenue, New York, N.Y. 10010. If we change it, we
will tell you.

"Employer" means an employer that has established a Plan and that has
arranged with us to use this contract in connection with that Plan and for
whom we have accepted a deposit or deposits under this contract.

"Fund" refers to the Metropolitan Series Fund, Inc., which is a mutual fund
for which we are the investment manager. It is used only for insurance and
annuity contracts such as this one. It is divided into portfolios each of
which has its own investment objectives.

1
<PAGE>

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.

"Participant" is any employee of an employer for whom we hold an account
balance. We have the right at any time on and after the fifth anniversary
of the contract date to refuse to allow additional employees to become
participants. A person will cease to be a participant whenever we no longer
hold an account balance for that person.

"Participant's Account Balance" is the entire amount we hold under this
contract for each participant.

"Plan" is any plan which meets the requirements of Section 401 of the Code.
It must be established by the employer for the exclusive benefit of its
employees or their beneficiaries. The plan must make it impossible, before
the satisfaction of all liabilities with respect to such employees and
their beneficiaries, for any part of the corpus or income to be diverted to
purposes other than for their exclusive benefit.

"Plan Year" is each 12 month period during which you keep records on behalf
of participants and during which you provide annual statements to
participants and ERISA reports.

"We", "Us", and "Our" refer to Metropolitan Life Insurance Company.

"You", "Your", "Me", "My" and "I" is the trustee of a qualified trust as
determined under Section 401 of the Code. Where there is no trustee, the
terms mean the plan administrator. The person from whom we have accepted
deposits on behalf of each participant and who may exercise all rights
under this contract.

2. HOW ARE PARTICIPANT ACCOUNT BALANCES RECORDED AND WHO DO THOSE BALANCES
BELONG TO?

We will maintain records of amounts deposited under this contract for each
participant. These records are for bookkeeping purposes only and do not
give the participant any rights. You are the sole owner of all participant
account balances.

2
<PAGE>

3. HOW ARE DEPOSITS ALLOCATED AND HOW MUCH MONEY CAN BE DEPOSITED UNDER MY
CONTRACT?

Deposits may be made at any time while this contract is in effect.
However, we will not accept deposits after you have requested a full
withdrawal. You must identify the participant on behalf of whom the
deposit is made. All deposits should be sent to our designated office.

You choose how deposits 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 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 per participant 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.

4. CAN MY CONTRACT BE CANCELLED?

No. However, if deposits during the first contract year are less than
$15,000 or if a deposit has not been made on behalf of a participant for 36
consecutive months and the participant's account balance is less than
$2,000, we may, if permitted by law, cancel that participant's account
balance by paying you the full cash withdrawal value in a single sum.

5. CAN I MAKE WITHDRAWALS?

Yes. To request a withdrawal you may contact our designated office. Any
withdrawal request must be signed by you and must clearly state the name of
the participant and the account (and investment division, if any) from
which the withdrawal is to be made. The minimum withdrawal is $500.
Withdrawals from each participant's account balance are treated as separate
withdrawals.

3
<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.

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 withdrawal charge (ignoring the 10% exemption provided below),
and will then withdraw other amounts from any earnings on 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.

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 10% of your
transfer or exchange deposits (including earnings).

A full withdrawal may be made without an early withdrawal charge if you
tell us of your intention to make a full withdrawal and the account balance
is paid annually over four years as follows:
(a) 20% of your Account Balance upon receipt of the request (however, if
you already made a partial withdrawal from your Account Balance in the
same contract year, we will reduce this first installment by the
amount of the partial withdrawal);
(b) 25% of your then current Account Balance one year later;
(c) 33 1/3% OF YOUR THEN CURRENT ACCOUNT BALANCE TWO YEARS LATER;
(d) 50% of your then current Account Balance three years later; and
(e) the remainder of your 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 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 below.

Furthermore, no contract withdrawal charge will apply:
(a) To a full withdrawal of a participant's account balance

4
<PAGE>

made while such person is disabled (as defined under the Federal
Social Security laws).
(b) To any withdrawal that is required to avoid Federal income tax
penalties or to satisfy Federal income tax rules.
(c) To any withdrawal made under item 13 after a participant's death.
(d) To any withdrawal made to provide to a participant income payments for
life, or for a period of five years or more if the payment cannot be
accelerated.
(e) To a withdrawal resulting from Plan termination, provided the
withdrawal is rolled over into another contract or contract issued by
us.
(f) To any withdrawal by a participant who is retiring, pursuant to the
Plan's written provisions as verified in writing by you, or as a
result of separation from service.
(g) To any withdrawal that is the result of an unforeseen hardship
encountered by a participant (as verified in writing by you).

Contract withdrawal charges are imposed on each deposit for the first seven
deposit years as shown in the following table.
-------------------------------------------------
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 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 deposits that can be withdrawn without
a withdrawal charge, then from other deposits, and then from earnings--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
withdrawal to pay it may come from earnings.

5
<PAGE>

by the percentage shown above, keep the resulting amount as a withdrawal
charge and pay you the rest.

Example of Withdrawals
----------------------

Assume four deposits 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 deposits. 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 deposit (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 take it all 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 $500 from
your second deposit by 3% ($15), the third $2,000 deposit by 5% ($100), and
the fourth $2,000 deposit 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.

6. WHAT IS THE FIXED INTEREST ACCOUNT AND HOW IS INTEREST CREDITED TO IT?

Interest on each deposit allocated to the Fixed Interest Account will be
credited from the date the deposit 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 a participant, or

6
<PAGE>

We may have one interest rate for deposits resulting from the tax-free
transfer of Section 401 (a) (9) money from other contracts and a different
interest rate for other deposits.

7. ARE ADMINISTRATIVE FEES DEDUCTED FROM THIS CONTRACT?

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 deposits and then from earnings, but
only if a participant's account balance is less than $10,000 and no
deposits were received during the contract year. If a 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 a 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.

8. WHAT IS THE SEPARATE ACCOUNT AND HOW DOES IT OPERATE?

It is Metropolitan Life Separate Account E, an investment

7
<PAGE>

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. 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 deposits are put into an
investment division, we convert those deposits into accumulation units.
When money is taken out of the investment division, we reduce the number of
accumulation units. In either case, the number of accumulation units
gained or lost 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 $5,000 is transferred in, and the
value of an accumulation unit is $100, 50 accumulation units will be
provided.

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 portfolio of the Fund 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 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.

8
<PAGE>

accumulation unit value by giving you 30 days notice, to the extent
permitted by law.

We may make certain changes to the Separate Account if we think they would
best serve the interests of participants 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:

. 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.

. To substitute, for the Fund shares held in any portfolio, the shares
of another class of the Fund or the shares of another fund or any
other investment permitted by law.

9. CAN MONEY BE TRANSFERRED UNDER THIS CONTRACT?

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. You can make an
unlimited number of transfers on behalf of each participant by telling us
and specifying which participant's account balance is to be transferred.

If you make a transfer from the Fixed Interest Account, we will determine
which deposits and earnings to take it from as if it was a withdrawal from
the participant's account

9
<PAGE>

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 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.

10. ARE DIVIDENDS PAYABLE UNDER MY CONTRACT?

No. This contract is nonparticipating and does not share in any
distribution of our surplus.

11. MAY I BORROW MONEY UNDER MY CONTRACT?

Such loan may not exceed 50% of the (Fixed Interest) account balance,
unless permitted by law. The loan 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 interest at the Moody's corporate bond index rate on the
amount borrowed from the date of the loan until the date the loan is
repaid.

When we make the loan, the contract's Fixed Interest Account balance will
not be reduced. Instead, the portion of the Fixed Interest Account balance
(determined on a first-in, first-out basis on deposits first and then
interest) equal to the outstanding loan will no longer earn the declared
interest rate, but 2% less than the rate we charge on the loan.

The loan must be repaid in substantially level quarterly payments of
principal and interest. Reminder notices will be mailed advising of the
amount payable.

If there is a default on a loan repayment, we will withdraw

10
<PAGE>

the amount in default from the Fixed Interest Account balance, to the
extent permitted by Federal income tax rules. If we cannot withdraw
amounts in default from the Fixed Interest Account balance immediately, we
may do so whenever Federal income tax rules permit us to do so.

Only one loan may be outstanding on each participant at any time, unless we
agree to allow more than one loan.

12. 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 for each participant with details on deposits, values,
withdrawals, and other information. 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 deposits,
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.

13. CAN WE GUARANTEE A PARTICIPANT AN INCOME FOR AS LONG AS HE OR SHE LIVES?

Yes. We can make 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 the annuitant's life
expectancy or the joint life expectancy 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.

For married participants income payments shall be paid in the form of a
qualified joint and survivor income plan, unless you instruct us otherwise
in writing during the 90 day period prior to the date income payments are
to commence. A qualified joint and survivor income plan is one which
provides annuity payments for a payee's life with survivor annuity payments
for the life of his or her spouse which are 50% of the amount payable
during the life of the 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. However, the form of income plan
selected must be in compliance with any applicable federal rules and

11
<PAGE>

regulations, including the Retirement Equity Act of 1984 and Code Section
401(a)(9).

When you buy an income plan we will withdraw the participant's account
balance to pay for it. Our payments will be at least equal to those that
we would provide to a person in the same class under a single payment
immediate annuity bought at the same time. In no case will payments be
less than the guaranteed amounts shown on pages 15 or 16 (as appropriate),
which are based on a guaranteed interest rate of 3% and the 1983 Individual
Mortality Table a (Metropolitan Adjusted) . Such values are at least as
high as those required by the law of the state where the contract was
delivered.

We will begin making income payments at any date you choose (subject to any
applicable federal rules and regulations, including Code section
401(a)(9)), which occurs after the contract date provided 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, neither you nor the payee will be able to change the
choice of income plan.

If any participant's date of birth is not correct on our records, we will
adjust the income payments to agree with their 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 they provide proof of age when income payments are to
start. We may also require proof that a participant is still alive on the
due date of each income payment.

14. WHAT HAPPENS IF A PARTICIPANT DIES BEFORE INCOME PAYMENTS START?

12
<PAGE>

amount applied to purchase an income plan as described in item 12. 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 deposits 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 deposit on behalf of that participant
occurred, less any later partial withdrawals and any applicable
administrative fees deducted from the participant's account balance.

15. WHAT HAPPENS IF A PARTICIPANT DIES AFTER INCOME PAYMENTS START?

After we receive proof of death and a properly completed claim form, income
payments will continue to the participant'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-individual) 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 person.

After income payments start, we may require proof that the payee is alive
on the due date of each income payment.

16. WHAT INFORMATION MUST I FURNISH TO METROPOLITAN FOR METROPOLITAN TO PROVIDE
INCOME PAYMENTS?

The name, social security number, date of birth, sex and address of the
annuitant, beneficiary, and any survivor annuitant. We have the right to
require proof of dates of birth in a form that is satisfactory to us.

13
<PAGE>

17. IF I HAVE A DEFINED BENEFIT PLAN, ARE INCOME PLANS PURCHASED FOR
PARTICIPANTS HANDLED DIFFERENTLY?

18. MUST I TELL YOU 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 all the participant account balances as if you had made
a full cash withdrawal.

19. MAY I ASSIGN OR TRANSFER THIS CONTRACT, OR USE IT AS COLLATERAL FOR A LOAN?

No. Your contract is not transferable 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 contract may
be assigned to the sponsor or a trustee of the Plan, or those of another
plan if the Plan is consolidated or merged with such other plan.

20. DOES THIS CONTRACT CONTAIN ALL THE PROVISIONS THAT AFFECT ME?

Yes, this is your entire contract with us. We will never contest the
validity of this contract. Changes in or waivers of its provisions may
only be made for us 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.

14
<PAGE>

INCOME PLAN RATES FOR DEFINED CONTRIBUTION PLANS
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
55 $3.85 $3.83 $3.80 $3.75
56 $3.91 $3.89 $3.85 $3.80
57 $3.98 $3.95 $3.91 $3.85
58 $4.05 $4.01 $3.97 $3.91
59 $4.12 $4.08 $4.03 $3.96
60 $4.19 $4.15 $4.10 $4.02
61 $4.27 $4.23 $4.17 $4.08
62 $4.36 $4.31 $4.24 $4.14
63 $4.45 $4.39 $4.31 $4.20
64 $4.54 $4.48 $4.39 $4.26
65 $4.64 $4.57 $4.47 $4.33
66 $4.75 $4.67 $4.55 $4.39
67 $4.86 $4.77 $4.64 $4.46
68 $4.99 $4.88 $4.73 $4.52
69 $5.11 $4.99 $4.82 $4.59
70 $5.25 $5.11 $4.92 $4.65
</TABLE>

JOINT AND SURVIVOR LIFE INCOME PLAN

<TABLE>
<CAPTION>
Monthly Income Payment to Primary Annuitant
Annuitant' s per $1,000 of Consideration if Percentage
Exact Age on of Monthly Income Payment Payable to the
Date of Purchase Survivor Annuitant is:
of Income Plan* 50% 66 2/3% 75% 100%
<S> <C> <C> <C> <C>
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
</TABLE>

* In each pair of ages, the first age is the primary annuitant's age and the
second age is the survivor annuitant's age.

<TABLE>
<CAPTION>
TERM CERTAIN INCOME PLAN
Monthly Income Payment Per $1,000 of Consideration
--------------------------------------------------
If Term Certain Period is:
10 Years 15 Years 20 Years
<S> <C> <C>
$9.37 $6.70 $5.37
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
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

JOINT AND SURVIVOR LIFE INCOME PLAN

* 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
<S> <C> <C> <C>
$9.37 $6.70 $5.37
</TABLE>

16
<PAGE>

INDEX
<TABLE>
<CAPTION>
Subject Q&A #(s) Page(s)
------- -------- -------
<S> <C> <C>
Account Balances 2 2
Administrative Fees 7 7
Allocation of Deposits 3 3
Assignment 19 14
Cancellation 4 3
Contract and Authority 20 14
Death Benefit 14, 15 12, 13
Defined Benefit Plan 17 14
Definitions 1 1
Deposits 3 3
Dividends 10 10
Fixed Interest Account 6 6
Income Payments 13 11
Information We Give You 12 11
Information You Give Us 16 13
Loans 11 10
Section 401 18 14
Separate Account and Investment Divisions 8 7
Transfers 9 9
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.

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.

PLEASE READ THIS CONTRACT CAREFULLY

17
<PAGE>

EXHIBIT 4(a)(ii)

Filed with Post-Effective Amendment No. 13 to this Registration Statement on
Form N-4 on February 28, 1992.
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

(A Mutual Company Incorporated in New York State)
in consideration of the deposits it receives under this contract, will pay the
benefits of this contract according to its provisions. The contractholder and
Metropolitan 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]

CONTRACTHOLDER [XYZ Corporation]

PLAN [Actual Plan Name]

ADMINISTRATIVE FEE [None]

- --------------------------------------------------------------------------------
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 SHOWN IN SECTION 5 OF THIS CONTRACT.

Metropolitan Life Insurance Company

_____________________________
Signature

_____________________________
Title

_____________________________ ___________________________________
Witness Registrar

_____________________________ ___________________________________
Date Date

_____________________________ ___________________________________
City and State City and State

PLEASE READ THIS CONTRACT CAREFULLY
See Table of Contents on Page 1

Keogh Group Multifunded Annuity Contract--Allocated Nonparticipating

Cover Page

Form G.4333K
<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
-----------------
<S> <C>
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?.........................................................3
2.4 Must I tell you if the Plan no longer qualifies under
Section 401 of the Code?.......................................3
2.5 May I assign or transfer this contract, or use it as
collateral for a loan?.........................................4
2.6 Are administrative fees deducted from this contract?...........4
2.7 How are participant account balances recorded and who do those
balances belong to?............................................4

SECTION 3--DEPOSITS.................................................5
- -------------------
3.1 How are deposits allocated and how much money can be deposited
under this contract?...........................................5
3.2 Can my contract be canceled if deposits are not made?..........5

SECTION 4--CREDITING OF INTEREST....................................5
- --------------------------------
4.1 What is the Fixed Interest Account and how is interest credited
to it?.........................................................5

SECTION 5--SEPARATE ACCOUNT.........................................6
- ---------------------------
5.1 What investment divisions of the separate account are
available?.....................................................6
5.2 What is the Separate Account and how does it operate?..........6

SECTION 6--TRANSFERS................................................8
- --------------------
6.1 Can money be transferred within this contract?.................8

SECTION 7--WITHDRAWALS..............................................9
- ----------------------
7.1 Can I make withdrawals?........................................9
7.2 Is there a charge for making a withdrawal?.....................9
7.3 When is there no charge for making a withdrawal?..............10
7.4 What is our share of Plan Benefits and Loans..................11
7.5 Examples of Withdrawals.......................................11

SECTION 8--DEATH BENEFIT...........................................12
- ------------------------
8.1 What happens if a participant dies before income payments
start?........................................................12

SECTION 9--INCOME PAYMENTS.........................................13
- --------------------------
9.1 Can MetLife guarantee persons entitled to Plan benefits
with income payments for as long as they live?................13
9.2 When must income payments begin, if they are being
purchased because of the death of a Participant?..............13
9.3 Will a certificate be provided for persons who receive income
payments?.....................................................13
9.4 What happens if the payee dies after income payments start?...13
9.5 How are the minimum income plan rates that are shown on
pages 11 and 12 calculated?...................................14
9.6 What information must I furnish to MetLife for MetLife
to provide income payments?...................................14
9.7 If I have a defined benefit plan, are income plans
purchased for Participants handled differently?...............14

SECTION 10--INCOME PLAN RATES FOR DEFINED CONTRIBUTION PLANS.......15
- ------------------------------------------------------------

SECTION 11--INCOME PLAN RATES FOR DEFINED BENEFIT PLANS............16
- -------------------------------------------------------
</TABLE>

FORM G.4333K 1
<PAGE>

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 a person upon whose life an annuity has been purchased by
you under this contract.

1.3 "Code" is the Internal Revenue Code.

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 "Deposits" are your payments to us under this annuity contract on behalf
of the participants.

1.6 "Deposit Year" for any deposit is the initial period during which a
declared interest rate is credited on that deposit and each following one
year period.

1.7 "Designated Office" is the administrative unit servicing your contract. It
is currently [the Pension 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 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].

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. Item 5.1 shows
the available divisions. We will tell you about any changes.

Form G.4333K 2
<PAGE>

1.10 "Participant" is any employee of an employer for whom we hold an account
balance. We have the right at any time on and after the fifth
anniversary of the contract date to refuse to allow additional employees
to become participants. A person will cease to be a participant whenever
we no longer hold an account balance for that person.

1.11 "Participant's Account Balance" is the entire amount we hold under this
contract for each participant.

1.12 "We", "Us", "Our" and "MetLife" refer to Metropolitan Life Insurance
Company.

1.13 "You", "Your", "Me", "My" or "I" refer to the contractholder, 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 interest.

2.3 How can I obtain information about my contract and its value?
-------------------------------------------------------------

At least twice each contract year, before income payments start, we will
send you a statement for each participant with details on deposits,
values, withdrawals, and other information. 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
deposits, 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 you if the Plan no longer qualifies under Section 401 of the
------------------------------------------------------------------------
Code?
-----

Yes. You have told us that the Plan qualifies under

Form G.4333K 3
<PAGE>

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]
[the full withdrawal value as if you had asked for a full cash
withdrawal.]

2.5 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 transferable 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 with such other plan.

2.6 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 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 deposits and then from earnings, but
only if a participant's account balance is less than $10,000 and no
deposits were received during the contract year. If a 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 a 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.

2.7 How are participant account balances recorded and who do those balances
-----------------------------------------------------------------------
belong to?
----------

Form G.4333K 4
<PAGE>

SECTION 3--DEPOSITS
-------------------

3.1 How are deposits allocated and how much money can be deposited under this
-------------------------------------------------------------------------
contract?
---------

[3.2 Can my contract be canceled if deposits are not made?
-----------------------------------------------------

No. However, if a deposit has not been made on behalf of a participant for
36 consecutive months and the participant's account balance is less than
$2,000, we may, if permitted by law, cancel that participant's account
balance by paying you the full cash withdrawal value in a single sum.]

SECTION 4--CREDITING OF EARNINGS
--------------------------------

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.

We credit interest on each deposit from the date we

Form G.4333K 5
<PAGE>

receive it until the date you withdraw it or use it to have income
payments made to any person entitled to Plan benefits.

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 deposit occurs].

Thereafter, we will set interest rates for these deposits (and earnings on
them) on or before the first day of each [contract] [calendar] [deposit]
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 deposits. None of our interest rates
will ever be less than 3%.

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 Socially Responsible and Ariel Divisions.].

5.2 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.

Form G.4333K 6
<PAGE>

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 [.0000034035]
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

Form G.4333K 7
<PAGE>

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:

. 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.

SECTION 6--TRANSFERS
--------------------

6.1 Can money be transferred within this contract?
----------------------------------------------

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. You can make an
unlimited number of transfers on behalf of each participant by telling us
and specifying which participant's account balance is to be transferred.
[However, for each participant only one transfer per contract year 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.]

Form G.4333K 8
<PAGE>

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.

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 and must clearly state the name
of the participant and the account (and investment division, if any) from
which the withdrawal is to be made. The minimum withdrawal is [$500].
Withdrawals from each participant's account balance are treated as
separate withdrawals.

7.2 Is there a charge for making a withdrawal?
------------------------------------------

Yes, with various exceptions explained below. 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.

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 other deposits
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. 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
deposit is based on the length of time it was in the contract as shown in
the following table:

--------------------------------------------
During Deposit Year
1 2 3 4 5 6 7 8 &
beyond
7% 6% 5% 4% 3% 2% 1% 0%
--------------------------------------------

For partial withdrawals, we pay you what you ask for and apply the
withdrawal charge by reducing the account

Form G.4333K 9
<PAGE>

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%).

For full withdrawals, 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. If your account balance 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.

7.3 When is there is no charge for making a withdrawal?
---------------------------------------------------

You may make withdrawals without a 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 for any purpose including paying our
share of loans (if Plan permits participants to borrow) to Plan
participants to make the exemption equal [10%] of your account balance in
any contract year. For example, if your account balance is $20,000, the
maximum amount that may be withdrawn under this provision (assuming no
prior withdrawals during that contract year) is $2,000 (i.e., 10% of
$20,000). If the maximum amount is withdrawn, no further withdrawals are
permitted under this provision during that contract year. If less than the
maximum amount is withdrawn (say $1,000 or 5% of the account balance),
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 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 contract year.

Any withdrawal of amounts in excess of the [10%] per contract year is
subject to the withdrawal charges described above.

Withdrawal charges will not apply to any withdrawal:
(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 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 withdrawal is rolled
over into another contract or certificate issued by us or approved
in advance by us;

Form G.4333K 10
<PAGE>

(d) to make direct transfers to any funding option permitted by the Plan
and pre-approved by us; or
(e) 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:
(f) death of a Participant;
(g) retirement, pursuant to the Plan's written provisions, except for
transfer deposits
[(h) 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;
(i) termination of employment of a Participant not a Restricted
Participant;
(j) to any withdrawal that is the result of an unforeseen hardship
encountered by a Participant (as verified in writing in a form
acceptable to us).]

Proof of these facts, as well as proof of the share of the account balance
attributable to the Participant, 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 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?
---------------------------------------------

7.5 EXAMPLES OF WITHDRAWALS
-----------------------

Assume four deposits of $2,000 each allocated 50% to the Fixed Interest
Account and 50% to the Growth Division of the Separate Account with the
following account balance and applicable withdrawal charges:

<TABLE>
<S> <C> <C> <C> <C>
Deposit 1 2 3 4
Charge 1% 3% 5% 7%
Total Account Balance $10,930
</TABLE>

Assume the [10%] free withdrawal had been taken previously. If your next
request for a withdrawal in a contract year is for $3,500, we would take
the amount of

Form G.4333K 11
<PAGE>

the requested withdrawal from the older deposits first (deposits 1 and 2).
We would pay you $3,500 and reduce your account balance by $3,566.59.
$3,566.59 is calculated by taking the first $2,000 deposit (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) and dividing it by
.99 (i.e., 100%-1%) plus $1,500 from the second deposit divided by .97
(i.e., 100%-3%). Your new account balance is $7,363.41, the first deposit
has been paid out and the second deposit 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).

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 (as of the date of settlement) to the
participant's beneficiary. The participant's beneficiary may instead elect
to have this amount applied to purchase an income plan as described in
item 9.1. 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 deposits 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 deposit on behalf of that participant
occurred, less any later partial withdrawals and any applicable
administrative fees deducted from the participant's account balance.

Form G.4333K 12
<PAGE>

SECTION 9--INCOME PAYMENTS
--------------------------

9.1 Can MetLife guarantee persons entitled to Plan benefits with income
-------------------------------------------------------------------
pavements for as long as they live?
-----------------------------------

Yes. We can make income payments guaranteed for life to persons entitled
to Plan benefits on a monthly, quarterly, semiannual or annual basis.
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. However, the form of income plan
selected must be in compliance with any applicable federal rules and
regulations, including the Retirement Equity Act of 1984 and Code Section
401(a)(9).

Persons entitled to Plan benefits may begin receiving income payments at
any date you choose (subject to any applicable federal rules and
regulations, including Code Section 401(a)(9)), which occurs after the
issue date provided you give us at least [30] days advance notice. 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.

9.2 When must income payments begin if they are being purchased because of the
--------------------------------------------------------------------------
death of a Participant?
-----------------------

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.

9.3 Will a certificate be provided for persons who receive income payments?
-----------------------------------------------------------------------

Yes. Metropolitan will issue [to the Contractholder], for delivery to each
person for whom an income plan has been purchased under this contract, an
individual certificate outlining the benefits payable under the income
plan.

9.4 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

Form G.4333K 13
<PAGE>

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 person.

After income payments start, we may require proof that the payee is alive
on the due date of each income payment.

9.5 How are the minimum income plan rates that are shown on pages [15 and 16]
-------------------------------------------------------------------------
calculated?
-----------

9.6 What information must I furnish to MetLife for MetLife to provide income
------------------------------------------------------------------------
payments?
---------

In addition to the type of income plan being chosen, the social security
number, date of birth, sex, marital status and address of the annuitant,
beneficiary, and any survivor annuitant. We have the right to require
proof of dates of birth in a form that is satisfactory to us.

9.7 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.

Form G.4333K 14
<PAGE>

SECTION 10--
------------
INCOME PLAN RATES FOR DEFINED CONTRIBUTION PLANS
------------------------------------------------

<TABLE>
<CAPTION>
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%
<S> <C> <C> <C> <C>
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
</TABLE>

* In each pair of ages, the first age is the Primary annuitant's age and the
second age is the survivor annuitant's age.

<TABLE>
<CAPTION>
TERM CERTAIN INCOME PLAN
Monthly Income Payment Per $l,000 of Consideration
--------------------------------------------------
If Term Certain Period is:
10 Years 15 Years 20 Years
<S> <C> <C>
$9.37 $6.70 $5.37

</TABLE>

Form G.4333K 15
<PAGE>

SECTION 11-- INCOME PLAN RATES FOR DEFINED BENEFIT PLANS
--------------------------------------------------------

<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>

<TABLE>
<CAPTION>
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%
<S> <C> <C> <C> <C>
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
</TABLE>

* In each pair of ages, the first age is the primary annuitant's age and second
age is the survivor annuitant's age.

Form G.4333K 16
<PAGE>

EXHIBIT 4(a)(ii)

Filed with Post-Effective Amendment No. 14 to this
Registration Statement on Form N-4 on April 28, 1992.
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated in New York State)
in consideration of the deposits it receives under this contract, will pay the
benefits of this contract according to its provisions. The contractholder and
Metropolitan execute this contract in duplicate to take effect as of the issue
date.

<TABLE>
- --------------------------------------------------------------------------------
<S> <C>
GROUP ANNUITY CONTRACT NUMBER [S123456789]

ISSUE DATE [March 15, 1990]

DATE FIRST CONTRACT YEAR ENDS [October 31, 1990]

CONTRACTHOLDER [XYZ Corporation]

PLAN [Actual Plan Name]

ADMINISTRATIVE FEE [None]
- --------------------------------------------------------------------------------
</TABLE>

[Restricted participants are: _________________________________________________

____________________________________ ________________________________________

By: [XYZ Corporation] Metropolitan Life Insurance Company
-----------------

____________________________________
Signature

____________________________________
Title

____________________________________ _________________________________________
Witness Registrar

____________________________________ _________________________________________
Date Date

____________________________________ _________________________________________
City and State City and State

PLEASE READ THIS CONTRACT CAREFULLY
See Table of Contents on Page 1

Keogh Group Multifunded Annuity Contract--Unallocated Nonparticipating

Cover Page

Form G.4333 (Unallocated Keogh)
<PAGE>

TABLE OF CONTENTS PAGE
-----------------
<S> <C>
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?.......................... 3
2.4 Must I tell you if the Plan no longer qualifies under Section 401 of the Code?......... 3
2.5 May I assign or transfer this contract, or use it as collateral for a loan?............ 3
2.6 Are administrative fees deducted from this contract?................................... 4
2.7 Why do you call this contract "group unallocated"?..................................... 4

SECTION 3--DEPOSITS........................................................................... 4
- -------------------
3.1 How are deposits allocated and how much money can be deposited under this contract?.... 4
3.2 Can my contract be canceled if deposits are not made?.................................. 4

SECTION 4--CREDITING OF INTEREST.............................................................. 5
- --------------------------------
4.1 What is the Fixed Interest Account and how is interest credited to it?................. 5

SECTION 5--SEPARATE ACCOUNT................................................................... 5
- ---------------------------
5.1 What investment divisions of the Separate Account are available?....................... 5
5.2 What is the Separate Account and how does it operate?.................................. 6

SECTION 6--TRANSFERS.......................................................................... 7
- --------------------
6.1 Can money be transferred within this contract?......................................... 7

SECTION 7--WITHDRAWALS........................................................................ 8
- ----------------------
7.1 Can I make withdrawals?................................................................ 8
7.2 Is there a charge for making a withdrawal?............................................. 8
7.3 When is there no charge for making a withdrawal?....................................... 9
7.4 What is our share of Plan Benefits and Loans?..........................................11
7.5 Examples of Withdrawals................................................................11

SECTION 8--INCOME PAYMENTS....................................................................12
- --------------------------
8.1 Can MetLife guarantee persons entitled to Plan benefits with income payments
for as long as they live?..............................................................12
8.2 When must income payments begin, if they are being purchased because of the
death of a participant?................................................................12
8.3 Will a certificate be provided for persons who receive income payments?................12
8.4 What happens if the payee dies after income payments start?............................12
8.5 How are the minimum income plan rates that are shown on pages 11 and 12 calculated?....13
8.6 What information must I furnish to MetLife for MetLife to provide income payments?.....13
8.7 If I have a defined benefit plan, are income plans
purchased for participants handled differently?........................................13

SECTION 9--INCOME PLAN RATES FOR DEFINED CONTRIBUTION PLANS...................................14
- -----------------------------------------------------------

SECTION 10--INCOME PLAN RATES FOR DEFINED BENEFIT PLANS.......................................15
- -------------------------------------------------------
</TABLE>

Form G.4333 (Unallocated Keogh) 1

<PAGE>

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 "Code" is the Internal Revenue Code.

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, 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.

1.4 "Deposit" is money received by us under your contract.

1.5 "Deposit Year" for any deposit is the initial period during which a
declared interest rate is credited on that deposit and each following one
year period.

1.6 "Designated Office" is the administrative unit servicing your contract.
It is currently [the Pension 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.

1.7 "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].

1.8 "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. Item 5.1 shows
the available divisions. We will tell you about any changes.

1.9 "Participant" is any person who participates in the Plan.

[1.10 "Restricted Participant" is one who is named as such on the cover page or
by endorsement to this contract.]

Form G.4333 (Unallocated Keogh) 2
<PAGE>

[1.11] "We", "Us", "Our" and "MetLife" refer to Metropolitan Life Insurance
Company.

[1.12] "You", "Your", "Me", "My" or "I" refer to the contractholder, 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 interest.

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 with
details on deposits, values, withdrawals, and other information about
your contract.

For other information or service you may contact our designated office.

2.4 Must I tell you 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] [the full
withdrawal value as if you had asked for a full cash withdrawal.]

2.5 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

Form G.4333 (Unallocated Keogh) 3
<PAGE>

consolidated or merged with such other plan.

2.6 Are administrative fees deducted from this contract?
----------------------------------------------------

The annual administrative fee, if any, for the first contract year is
shown on the cover page. We may charge or increase an administrative fee
for any contract year by telling you before that year starts.

[2.7 Why do you call this contract "group unallocated"?
--------------------------------------------------

Deposits and interest earned on those deposits are credited to the
contract as a whole, rather than to individual participants. We do not
keep individual participant records (except for participants for whom we
provide income payments) under this contract, which is a funding vehicle
not a plan document.]

SECTION 3--DEPOSITS
-------------------

3.1 How are deposits allocated and how much money can be deposited under this
-------------------------------------------------------------------------
contract?
---------

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) .

We will not accept any deposits after you have requested a full
withdrawal (unless you cancel it) or any deposit less than [$2,000.] We
may either return amounts which violate these limits or agree to take
them. We may change them by telling you at least 90 days in advance.

[3.2 Can my contract be canceled if deposits are not made?
-----------------------------------------------------

If a deposit has not been made for 12 consecutive months and the account
balance is less than $15,000, we may, if permitted by law, cancel this
contract by paying you the full cash withdrawal value in a single sum.]

Form G.4333 (Unallocated Keogh) 4
<PAGE>

SECTION 4--CREDITING OF EARNINGS
--------------------------------

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.

We credit interest on each deposit from the date we receive it until the
date you withdraw it or use it to have income payments made to any person
entitled to Plan benefits.

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 deposit occurs].

Thereafter, we will set interest rates for these deposits (and earnings
on them) on or before the first day of each [contract] [calendar]
[deposit] 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 deposits. 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
deposit 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 Socially Responsible and Ariel Divisions.].

Form G.4333 (Unallocated Keogh) 5
<PAGE>

5.2 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 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.

Form G.4333 (Unallocated Keogh) 6
<PAGE>

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.

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?
----------------------------------------------

Form G.4333 (Unallocated Keogh) 7
<PAGE>

If you make a transfer from the Fixed Interest Account, we will determine
which deposits and earnings to take it from as if it was 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 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.

SECTION 7--WITHDRAWALS
----------------------

7.1 Can I make withdrawals?
-----------------------

Yes. The minimum withdrawal is [$500]. Any withdrawal will completely
discharge our liability for the amount withdrawn. Any withdrawal request
must be signed by you and sent to our designated office and must clearly
state the account (and investment division, if any) from which the
withdrawal is to be made.

7.2 Is there a charge for making a withdrawal?
------------------------------------------

Yes, with various exceptions explained below. 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.

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 other deposits 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. 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 deposit is based on the length of time it was in the contract as shown in
the following table:

Form G.4333 (Unallocated Keogh) 8
<PAGE>

---------------------------------------
During Deposit Year
1 2 3 4 5 6 7 8 &
beyond
7% 6% 5% 4% 3% 2% 1% 0%
---------------------------------------

For full withdrawals, 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. If your account balance 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.

7.3 When is there is no charge for making a withdrawal?
---------------------------------------------------

You may make withdrawals without a 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 for any purpose including
paying our share of loans (if Plan permits participants to borrow) to
Plan participants to make the exemption equal [20%] of your account
balance in any contract year. For example, if your account balance is
$20,000, the maximum amount that may be withdrawn under this provision
(assuming no prior withdrawals during that contract year) is $4,000
(i.e., 20% of $20,000). If the maximum amount is withdrawn, no further
withdrawals are permitted under this provision during that contract year.
If less than the maximum amount is withdrawn (say $2,000 or 10% of the
account balance), 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 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.

Any withdrawal of amounts in excess of the [20%] per contract year is
subject to the withdrawal charges described above.

A full withdrawal may be made without an early withdrawal charge if you
tell us of your intention to make a full

Form G.4333 (Unallocated Keogh) 9
<PAGE>

withdrawal and your account balance is paid annually over four years
("systematic withdrawal") as follows:

(i) 20% of the account balance upon receipt of the request (however,
if you already made a partial withdrawal in the same contract
year, we will reduce this first installment by the amount of the
partial withdrawal);

(ii) 25% one year later;

(iii) 33 1/3% two years later;

(iv) 50% three years later; and

(v) the remainder 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 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.

Withdrawal charges will not apply to any withdrawal:

(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 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 withdrawal 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) 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 5.4) because of the:

(f) death of a participant;

(g) 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;

[(h) termination of employment of a participant who is not a Restricted
participant;

(i) retirement, pursuant to the Plan's written provisions, of a
participant who is not a Restricted participant;

(j) termination of employment or retirement pursuant to the Plan's
written provisions of a Restricted participant who has participated
under this contract for [7] years or more;]

Form G.4333 (Unallocated Keogh) 10
<PAGE>

Proof of these facts, as well as proof of the share of the account
balance attributable to the participant, satisfactory to us must be given
to us if we ask for it. [In no event, however, will exemptions (h) , (i),
(j) or the 20% corridor apply after the first contract year, unless we
have received at least $15,000 in deposits from you during that year or
unless we agree otherwise in writing.]

To the extent required by law, we have the right to delay paying any cash
withdrawals 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.

7.5 Examples of Withdrawals
-----------------------

<TABLE>
<S> <C> <C> <C> <C>
Deposit 1 2 3 4
Charge 1% 3% 5% 7%
Total Account Balance $10,930
</TABLE>

Assume the [20%] free withdrawal had been taken previously. If your next
request for a withdrawal in a contract year is for $3,500, we would take
the amount of the requested withdrawal from the older deposits first
(deposits 1 and 2). We would pay you $3,500 and reduce your account
balance by $3,566.59. $3,566.59 is calculated by taking the first $2,000
deposit (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)
and dividing it by .99 (i.e., 100%-1%) plus $1,500 from the second
deposit divided by .97 (i.e., 100%-3%). Your new account balance is
$7,363.41, the first deposit has been paid out and the second deposit 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).

Form G.4333 (Unallocated Keogh) 11
<PAGE>

SECTION 8--INCOME PAYMENTS
--------------------------

8.1 Can MetLife guarantee persons entitled to Plan benefits with income
-------------------------------------------------------------------
payments for as long as they live?
----------------------------------

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. However, the form of income plan
selected must be in compliance with any applicable federal rules and
regulations, including the Retirement Equity Act of 1984 and Code Section
401(a)(9).

Persons entitled to Plan benefits may begin receiving income payments at
any date you choose (subject to any applicable federal rules and
regulations, including Code Section 401(a)(9)), which occurs after the
issue date provided you give us at least [30] days advance notice. 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.

8.2 When must income payments begin if they are being purchased because of
----------------------------------------------------------------------
the death of a participant?
---------------------------

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.

8.3 Will a certificate be provided for persons who receive income payments?
-----------------------------------------------------------------------

Yes. Metropolitan will issue [to the Contractholder], for delivery to
each person for whom an income plan has been purchased under this
contract, an individual certificate outlining the benefits payable under
the income plan.

8.4 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

Form G.4333 (Unallocated Keogh) 12
<PAGE>

After income payments start, we may require proof that the payee is alive
on the due date of each income payment.

8.5 How are the minimum income plan rates that are shown on pages [15 and 16]
-------------------------------------------------------------------------
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
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.

8.6 What information must I furnish to MetLife for MetLife to provide income
------------------------------------------------------------------------
payments?
---------

8.7 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 10)
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.

Form G.4333 (Unallocated Keogh) 13
<PAGE>

SECTION 9--
-----------
INCOME PLAN RATES FOR DEFINED CONTRIBUTION PLANS
------------------------------------------------

JOINT AND SURVIVOR LIFE INCOME PLAN

<TABLE>
<CAPTION>
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%
<S> <C> <C> <C> <C>
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 65 $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
</TABLE>

*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

<TABLE>
<CAPTION>
Monthly Income Payment Per $1,000 of Consideration
--------------------------------------------------
If Term Certain Period is:
10 Years 15 Years 20 Years
<S> <C> <C>
$9.37 $6.70 $5.37
</TABLE>

Form G.4333 (Unallocated Keogh) 14
<PAGE>

SECTION 10--INCOME PLAN RATES FOR DEFINED BENEFIT PLANS
-------------------------------------------------------

JOINT AND SURVIVOR LIFE INCOME PLAN

<TABLE>
<CAPTION>
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%
<S> <C> <C> <C> <C>
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
</TABLE>

* 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

Form G.4333 (Unallocated Keogh) 15
<PAGE>

EXHIBIT 4(a)(ii)

Filed with Post-Effective Amendment No. 15 to this Registration Statement on
Form N-4 on April 8, 1993.
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated in New York State)

in consideration of the deposits 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 issue date.

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

GROUP ANNUITY CONTRACT NUMBER [S123456789]

ISSUE DATE [March 15, 1990]

DATE FIRST CONTRACT YEAR ENDS [October 31, 1990]

CONTRACTHOLDER [XYZ Corporation]

PLAN [Actual Plan Name]

ADMINISTRATIVE FEE [None]

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

[Restricted participants are: ______________________________________

_______________________________ ______________________________________]

By: [XYZ Corporation] Metropolitan Life Insurance Company
----------------

_______________________________
Signature

_______________________________
Title

_______________________________ _______________________________________
Witness Registrar

_______________________________ _______________________________________
Date Date

_______________________________ _______________________________________
City and State City and State

PLEASE READ THIS CONTRACT CAREFULLY
See Table of Contents on Page 1

[IRC Section 401] [Keogh] Group Multifunded Annuity Contract--Unallocated
Nonparticipating

Cover Page

Form G.3002 (PPA/Unalloc)
<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE

<S> <C>
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?............................................................................ 3
2.4 Must I tell you if the Plan no longer qualifies under
Section 401 of the Code?.......................................................... 3
2.5 Must I tell you if there are changes in the Plan's provisions,
or in the ownership of the Corporation............................................ 3
2.6 May I assign or transfer this contract, or use it as
collateral for a loan?............................................................ 3
2.7 Are administrative fees deducted from this contract?.............................. 4
2.8 Why do you call this contract "group unallocated"?................................ 4

SECTION 3--DEPOSITS.................................................................... 4
- -------------------
3.1 How much money can be deposited and how are deposits allocated
under this contract?.............................................................. 4
3.2 Can my contract be canceled if deposits are not made?............................. 4

SECTION 4--CREDITING OF INTEREST....................................................... 5
- --------------------------------
4.1 What is the Fixed Interest Account and how is interest credited
to it?............................................................................ 5

SECTION 5--SEPARATE ACCOUNT............................................................ 5
- ---------------------------
5.1 What investment divisions of the Separate Account are
available?........................................................................ 5
5.2 What is the Separate Account and how does it operate?............................. 6

SECTION 6--TRANSFERS................................................................... 7
- --------------------
6.1 Can money be transferred within this contract?.................................... 7

SECTION 7--WITHDRAWALS................................................................. 8
- ----------------------
7.1 Can I make withdrawals?........................................................... 8
7.2 Is there a charge for making a withdrawal?........................................ 8
7.3 When is there no charge for making a withdrawal?.................................. 9
7.4 What is our share of Plan Benefits and Loans?.....................................11
7.5 Examples of Withdrawals...........................................................11

SECTION 8--INCOME PAYMENTS.............................................................12
- --------------------------
8.1 Will MetLife guarantee persons entitled to Plan benefits
with income payments for as long as they live?....................................12
8.2 When must income payments begin if they are being
purchased because of the death of a participant?..................................12
8.3 Will a certificate be provided for persons who receive income
payments?.........................................................................13
8.4 What happens if the payee dies after income payments start?.......................13
8.5 How are the minimum income plan rates that are shown on
pages 15 and 16 calculated?.......................................................13
8.6 What information must I furnish to MetLife for MetLife
to provide income payments?.......................................................13
8.7 If I have a defined benefit plan, are income plans
purchased for participants handled differently?...................................13

SECTION 9--INCOME PLAN RATES FOR DEFINED CONTRIBUTION PLANS............................15
- -----------------------------------------------------------

SECTION 10--INCOME PLAN RATES FOR DEFINED BENEFIT PLANS................................16
- -------------------------------------------------------
</TABLE>

Form G.3002 (PPA/Unalloc) 1
<PAGE>

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 "Code" is the Internal Revenue Code.

1.4 "Deposit" is money received by us under your contract.

1.5 "Deposit Year" for any deposit is the initial period during which a
declared interest rate is credited on that deposit and each following
one year period.

1.7 "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].

1.8 "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. Item
5.1 shows the available divisions. We will tell you about any changes.

1.9 "Participant" is any person who participates in the Plan.

[1.10 "Restricted Participant" is one who is named as such on the cover page
or by endorsement to this contract.]

[1.11] "We", "Us", "Our" and "MetLife" refer to Metropolitan Life Insurance
Company.

[1.12] "You", "Your", "Me", "My" or "I" refer to the contractholder, who may
exercise all rights under this contract.

Form G.3002 (PPA/Unalloc) 2
<PAGE>

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 interest.

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 with
details on deposits, values, withdrawals, and other information about
your contract.

For other information or service you may contact our designated office .

2.4 Must I tell you 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 you if there are changes in the Plan's provisions, or in the
------------------------------------------------------------------------
the ownership of the Corporation?
---------------------------------

Yes. We have issued this contract based on the Plan's provisions, and the
ownership of the Corporation as of the Issue Date. If the Plan's
provisions, administration or ownership 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 deposits, 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 transferable and may
not be assigned, sold, discounted or pledged as collateral for a loan. To
the extent permitted

Form G.3002 (PPA/Unalloc) 3
<PAGE>

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 with such other plan.

2.7 Are administrative fees deducted from this contract?
----------------------------------------------------

2.8 Why do you call this contract "group unallocated"?
--------------------------------------------------

Deposits and interest earned on those deposits are credited to the
contract as a whole, rather than to individual participants. We do not
keep individual participant records (except for participants for whom
we provide income payments) under this contract, which is a funding
vehicle not a plan document.

SECTION 3--DEPOSITS
-------------------

3.1 How much money can be deposited under this contract and how are deposits
------------------------------------------------------------------------
allocated?
----------

We will accept each amount you deposit up to [$5,000,000 per contract
year.] [The minimum cumulative deposit that we will accept is $15,000
during the first contract year and $5,000 per contract year thereafter.]
We will not accept any deposits after you have requested a full
withdrawal (unless you cancel it) or any deposit less than [$2,000.] We
may either return amounts which violate these limits or agree to take
them. We may change them by telling you at least 90 days in advance. 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 (or
longer if we agree) after we receive the request. Allocations must be in
whole number percentages (e.g., 33 1/3% cannot be chosen).

[3.2 Can my contract be canceled if deposits are not made?
-----------------------------------------------------

If a deposit has not been made for 12 consecutive months and the account
balance is less than $15,000, or, [if no deposit has been made for [24]
months], we may, if permitted by law, cancel this contract by paying you
the [account balance] [full cash withdrawal value in a single sum].]

Form G.3002 (PPA/Unalloc) 4
<PAGE>

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.

We credit interest on each deposit from the date we receive it until the
date you withdraw it or use it to have income payments made to any person
entitled to Plan benefits.

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 deposit occurs].

Thereafter, we will set interest rates for these deposits (and earnings
on them) on or before the first day of each [contract] [calendar]
[deposit] 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 deposits. 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
deposit 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 available as of the issue date 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 Socially Responsible and Ariel
Divisions.].

Form G.3002 (PPA/Unalloc) 5
<PAGE>

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.

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 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 if the Securities and Exchange Commission permits such
deferral for contracts similar to this one. We

Form G.3002 (PPA/Unalloc) 6
<PAGE>

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.

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?
----------------------------------------------

Form G.3002 (PPA/Unalloc) 7
<PAGE>

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.

SECTION 7--WITHDRAWALS
----------------------

7.1 Can I make withdrawals?
-----------------------

7.2 Is there a charge for making a withdrawal?
------------------------------------------

Yes, with various exceptions explained below. 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.

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 other deposits
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. 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
deposit is based on the length of time it was in the contract as shown in
the following table:

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

During Deposit Year
1 2 3 4 5 6 7 8 &
beyond
7% 6% 5% 4% 3% 2% 1% 0%
-----------------------------------------------

For partial withdrawals, we pay you what you ask for and apply the
withdrawal charge by reducing the account balance by a larger amount, as
follows: the amount to which no

Form G.3002 (PPA/Unalloc) 8
<PAGE>

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 your account balance 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, 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 is no charge for making a withdrawal?
---------------------------------------------------

A full withdrawal may be made without an early withdrawal charge if you
tell us of your intention to make a full withdrawal and your account
balance is paid annually over four years ("systematic withdrawal") as
follows:

(ii) 25% one year later;

(iii) 33 1/3% two years later;

(iv) 50% three years later; and

(v) the remainder 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 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.

Withdrawal charges will not apply to any withdrawal:

(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 withdrawal 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 loans (if the Plan permits participants to
borrow) to Plan participants

(f) of (i) deposits to which withdrawal charges no longer apply, and
(ii) any extra amounts needed to make this exemption equal [20%] of
your account balance in any contract year. For example, if your
account balance

Form G.3002 (PPA/Unalloc) 9
<PAGE>

is $20,000, the maximum amount that may be withdrawn under this
provision (assuming no prior withdrawals during that contract year)
is $4,000 (i.e., 20% of $20,000). If the maximum amount is
withdrawn, no further withdrawals are permitted under this
provision during that contract year. If less than the maximum
amount is withdrawn (say $2,000 or 10% of the account balance),
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 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.] OR

[of: (i) those amounts, if any, that can be withdrawn without a
withdrawal charge, and (ii) any extra amounts needed for any
purpose including paying our share of loans (if Plan permits
participants to borrow) to Plan participants to make the exemption
equal [20%] of your account balance in any contract year. For
example, if your account balance is $20,000, the maximum amount
that may be withdrawn under this provision (assuming no prior
withdrawals during that contract year) is $4,000 (i.e., 20% of
$20,000). If the maximum amount is withdrawn, no further
withdrawals are permitted under this provision during that contract
year. If less than the maximum amount is withdrawn (say $2,000 or
10% of the account balance), 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
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.]

[(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 of a participant who is not a Restricted
participant;

(k) retirement, pursuant to the Plan's written provisions, of a
participant who is not a Restricted participant;

(1) termination of employment or retirement pursuant to the Plan's
written provisions of a Restricted

Form G.3002 (PPA/Unalloc) 10
<PAGE>

participant who has participated under this contract for at least
[7] years or fewer, if we agree in writing;] and

[(m) unforseen hardship encountered by a participant (as verified in
writing in a form acceptable to us).]

Except for systematic withdrawals and withdrawals pursuant to the
exemptions above, any other withdrawal is subject to the withdrawal
charges described above in item 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.

[In no event, however, will exemptions [(e), (f), (j), (k), or (1)] apply
after the first contract year, unless we have received at least $15,000
in deposits from you during that year or unless we agree otherwise in
writing.]

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.

7.5 Examples of Withdrawals
-----------------------

Assume four deposits of $2,000 each allocated 50% to the
Fixed Interest Account and 50% to the Growth Division of the
Separate Account with the following account balance and
applicable withdrawal charges:

<TABLE>
<S> <C> <C> <C><C>
Deposit 1 2 3 4
Charge 1% 3% 5% 7%
Total Account Balance $10,930
</TABLE>

If you request a withdrawal (subject to a withdrawal charge) of $3,500,
we would take the amount of the requested withdrawal from the oldest
deposits first (deposits 1 and 2). We would pay you $3,500 and reduce
your account balance by $3,566.59. $3,566.59 is calculated by taking the
first $2,000 deposit (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) and dividing it by

Form G.3002 (PPA/Unalloc) 11
<PAGE>

.99 (i.e., 100%-1%) plus $1,500 from the second deposit divided by .97
(i.e., 100%-3%). Your new account balance is $7,363.41, the first
deposit has been paid out and the second deposit 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).

SECTION 8--INCOME PAYMENTS
--------------------------

8.1 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. 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, any
distribution on account of a participant 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.

8.2 When must income payments begin if they are being purchased because of
---------------------------------------------------------------------
the death of a participant?
---------------------------

Form G.3002 (PPA/Unalloc) 12
<PAGE>

8.3 Will a certificate be provided for persons who receive income payments?
-----------------------------------------------------------------------

Yes. MetLife will issue [to the contractholder], for delivery to each
person for whom an income plan has been purchased under this contract, an
individual certificate outlining the benefits payable under the income
plan.

8.4 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 person.

After income payments start, we may require proof that the payee is alive
on the due date of each income payment.

8.5 How are the minimum income plan rates that are shown on pages [15 and 16]
-------------------------------------------------------------------------
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). Such values are at least 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.

8.6 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 the right to require proof of dates of birth in a form that is
satisfactory to us.

8.7 If I have a defined benefit plan, are income plans purchased for
-----------------------------------------------------------------
participants handled differently?
---------------------------------

Form G.3002 (PPA/Unalloc) 13
<PAGE>

such provisions were in effect at the time the income payments started.
If the income plan is terminated, suspended, or reduced, we will
determine the refund to be paid to whomever you designate.

Form G.3002 (PPA/Unalloc) 14
<PAGE>

SECTION 9--
-----------
INCOME PLAN RATES FOR DEFINED CONTRIBUTION PLANS
------------------------------------------------

* In each pair of ages, first age is the primary annuitant's age and the second
age is the survivor annuitant's age.

Form G.3002 (PPA/Unalloc) 15
<PAGE>

SECTION 10--INCOME PLAN RATES FOR DEFINED BENEFIT PLANS
-------------------------------------------------------

JOINT AND SURVIVOR LIFE INCOME PLAN
<TABLE>
<CAPTION>
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%
<S> <C> <C> <C> <C>
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
</TABLE>

* In each pair of ages, the first age is the primary annuitant's age and the
second age is the survivor annuitant's age.

Form G.3002 (PPA/Unalloc) 16
<PAGE>

EXHIBIT 4(a)(ii)

Filed with Post-Effective Amendment No. 17 to this Registration Statement on
Form N-4 on March 1, 1995.
<PAGE>

(LOGO OF METLIFE APPEARS HERE)

METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated in New York State)

in consideration of the deposits it receives under this contract, will pay the
benefits of this contract according to its provisions. The owner 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]

OWNER [XYZ CORPORATION]

PLAN [ACTUAL PLAN NAME]

ADMINISTRATIVE FEE [NONE]

[Restricted participants are: _____________________________________________

_____________________________ _____________________________________________]

By: [XYZ Corporation] Metropolitan Life Insurance Company
-----------------

/s/ Joseph A. Reali
Joseph A. Reali, Vice-President and Secretary

__________________________ /s/ Ted Athanassaides
Signature Ted Athanassiades, President and Chief Operating
__________________________ Officer
Title
__________________________ _______________________________
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 -- Unallocated Nonparticipating

Cover Page

Form G.3002
<PAGE>

TABLE OF CONTENTS
-----------------

<TABLE>
<CAPTION>
Page
<S> <C>
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?.............3
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?......................4
2.8 Why do you call this contract "group unallocated"?........................5

SECTION 3--DEPOSITS............................................................5
- -------------------
3.1 How much money can be deposited and how are deposits allocated under
this contract?............................................................5
3.2 Can my contract be canceled if deposits are not made?.....................5

SECTION 4--CREDITING OF INTEREST...............................................5
- --------------------------------
4.1 What is the Fixed Interest Account and how is interest credited to it?....5

SECTION 5--SEPARATE ACCOUNT....................................................6
- ---------------------------
5.1 What investment divisions of the Separate Account are
available?................................................................6
5.2 What is the Separate Account and how does it operate?.....................7

SECTION 6--TRANSFERS...........................................................8
- --------------------
6.1 Can money be transferred within this contract?............................8

SECTION 7--WITHDRAWALS.........................................................9
- ----------------------
7.1 Can I make withdrawals?...................................................9
7.2 Is there a charge for making a withdrawal?................................9
7.3 When is there no charge for making a withdrawal?.........................10
7.4 What is our share of Plan Benefits and Loans?............................12
7.5 Examples of Withdrawals..................................................13

SECTION 8--INCOME PAYMENTS....................................................13
- --------------------------
8.1 Will MetLife guarantee persons entitled to Plan benefits with income
payments for as long as they live?.......................................13
[8.2 When must income payments begin, if they are being purchased because
of the death of a participant?..........................................14]
8.3 Will a certificate be provided for persons who receive income
payments? ...............................................................14
8.4 What happens if the annuitant dies after income payments start?..........14
8.5 How are the minimum income plan rates that are shown on pages
[16 and 17] calculated?..................................................14
8.6 What information must I furnish to MetLife for MetLife to provide
income payments?.........................................................15
[8.7 If I have a defined benefit plan, are income plans purchased
for participants handled differently?...................................15]

SECTION 9--INCOME PLAN RATES FOR DEFINED CONTRIBUTION PLANS...................16
- -----------------------------------------------------------

[SECTION 10--INCOME PLAN RATES FOR DEFINED BENEFIT PLANS.....................17]
- --------------------------------------------------------
</TABLE>

Form G.3002 1
<PAGE>

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 "Deposit" is money received by us under your contract whether sent by you
or under a transfer or exchange. A deposit in the Fixed Interest Account
includes for interest crediting, any transfers from the Separate Account.

[1.6 "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 contract years, except that deposit years are determined
separately for each deposit).]

1.7 "Designated Office" is the administrative unit servicing your contract.
It is currently [the Pension 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 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].

Form G.3002 2
<PAGE>

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 any person who participates in the Plan.

[1.11 "Restricted Participant" is one who is named as such on the cover page or
by endorsement to this contract. Such participants are either (i) highly
compensated employees, as defined under Section 414(q) of the Internal
Revenue Code, or (ii) participants whose share of plan contributions or
account balances are reasonably expected to be disproportionately higher
than the average participant contributions or account balances under this
contract. We will determine this at the time of contract issuance in
accordance with our uniform underwriting standards at the time.]

[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 owner, 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.

2.3 How can I obtain 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 deposits, values, withdrawals, and
other information about your contract.

Form G.3002 3
<PAGE>

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
deposits] [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 owner and, to the extent not paid by the owner,
withdraw on a pro-rata basis from the account balance 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 transferable 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 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.]

Form G.3002 4
<PAGE>

2.8 Why do you call this contract "group unallocated"?
--------------------------------------------------

SECTION 3--DEPOSITS
-------------------

3.1 How much money can be deposited and how are deposits allocated under this
-------------------------------------------------------------------------
contract?
---------

We may either return amounts which violate these limits or agree to take
them. We may change them by telling you at least 90 days in advance.
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 (or
longer if we agree) after we receive the request. Allocations must be in
whole number percentages (e.g., 33 1/3% cannot be chosen).

[3.2 Can my contract be canceled if deposits are not made?
-----------------------------------------------------

If a deposit has not been made for [12] consecutive months and the
account balance is less than [$15,000], or, [if no deposit has been made
for [24] months,] we may, if permitted by law, cancel this contract by
paying you the [account balance] [full cash withdrawal value in a single
sum.]]

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.

Form G.3002 5
<PAGE>

(a) the dates the amounts are withdrawn or transferred to the Separate
Account, or

(b) the dates you ask us to use the amounts to start making income
payments to any person entitled to Plan benefits, or

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 deposit occurs].

Thereafter, we will set interest rates for these deposits (and earnings
on them) on or before the first day of each [contract] [calendar]
[deposit] year to be credited through the last day of such year.

We may credit a different interest rate on transfers from other
investment vehicles than we do on other deposits and 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. The rates may also 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
deposit 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?
----------------------------------------------------------------

Form G.3002 6
<PAGE>

change, we will notify you in writing at least 30 days before the change
goes into effect.

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.

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 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.

Form G.3002 7
<PAGE>

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 for contracts
similar to this one. 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:

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 [(with one exception
below)] 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. [Transfers from the Fixed
Interest Account may be subject to a withdrawal charge described in
Section [7.2].] [However, only one transfer per contract year can be made
from the Fixed Interest Account to the Separate Account and only up to
20% of the Fixed Interest

Form G.3002 8
<PAGE>

Account balance may be transferred.]

If you make a transfer from the Fixed Interest Account, we will determine
which deposits and earnings to take it from as if it was a withdrawal
from the 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 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 then current
interest rate for new deposits.

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 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 entire account balance
if less. Any withdrawal will completely discharge our liability for the
amount withdrawn.

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, with various exceptions explained below.] 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.

If you make a partial withdrawal from an investment division or the Fixed
Interest Account for purposes of assessing withdrawal charges, we will
first withdraw deposits that can be withdrawn with no withdrawal charge,
then withdraw other deposits 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

Form G.3002 9
<PAGE>

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. The withdrawal charge for any deposit is based on the length of
time it was in the contract as shown in the following table:

------------------------------------------------
During Deposit Year
[1 2 3 4 4 6 7 8 &
beyond
7% 6% 5% 4% 3% 2% 1% 0%]
------------------------------------------------

For partial withdrawals, we pay you what you ask for and apply the
withdrawal charge by reducing 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
percentage shown above (so that if the percentage is 7% we divide by
93%). If your account balance 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, 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?
------------------------------------------------

[A full withdrawal may be made without an early withdrawal charge if you
tell us of your intention to make a full withdrawal and your account
balance is paid annually over four years ("systematic withdrawal") as
follows:

(i) 20% of your account balance upon receipt of the request (however,
if you already made a partial withdrawal in the same contract year,
we will reduce this first installment by the amount of the partial
withdrawal);

(ii) 25% of your then current account balance one year later;

(iii) 33 1/3% of your then current account balance two years later;

(iv) 50% of your then current account balance three years later; and

(v) the remainder of your then current 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.]

Form G.3002 10
<PAGE>

Full withdrawals 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.

[ Withdrawal charges will not apply to any withdrawal:

(a) to make a payment 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) [deposits 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] in any contract
year, [any extra amounts needed to make [this] [the] exemption
equal [20%] of your account balance [of any transfer or exchange
amount deposited into the contract from other investment vehicles
on a tax-free basis]]. For example, if your account balance [from
any transfer or exchange amount] is $20,000, the maximum amount
that may be withdrawn under this provision 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]. If the maximum amount is withdrawn on the first
withdrawal, no further withdrawals are permitted under this
provision during that contract year. If less than the maximum
amount is taken on the first withdrawal (say $[2,000] or [10]% of
the [account balance] [transfer or exchange deposits]), 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 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.]

Form G.3002 11
<PAGE>

[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 is
not a Restricted participant] 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];

(k) termination of employment or retirement pursuant to the Plan's
written provisions of a Restricted participant who has
participated under this contract for at least [7] years] and

(1) unforeseen hardship encountered by a participant (as verified in
writing in a form acceptable to us).]

Except for systematic withdrawals and withdrawals pursuant to the
exemptions above, any other withdrawal is subject to the withdrawal
charges described above in Section 5.2.]

[In no event, however, will exemptions [(e), (f), (j), or (k)] apply
after the first contract year, unless we have received at least $15,000
in deposits from you during that year or unless we agree otherwise in
writing.]

[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.]

Form G.3002 12
<PAGE>

[7.5] Examples of Withdrawals
-----------------------

[Assume four deposits of $2,000 each allocated 50% to the Fixed Interest
Account and 50% to the Growth Division of the Separate Account with the
following account balance and applicable withdrawal charges:

<TABLE>
<S> <C> <C> <C> <C>
Deposit 1 2 3 4
Charge 1% 3% 5% 7%
Total Account Balance $10,930
</TABLE>

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 deposits first (deposits 1 and 2). We would pay you $3,500
and reduce your account balance by $3,566.59. $3,566.59 is calculated by
taking the first $2,000 deposit (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) and dividing it by .99 (i.e., 100%-1%) plus
$1,500 from the second deposit divided by .97 (i.e., 100%-3%). Your new
account balance is $7,363.41, the first deposit has been paid out and the
second deposit 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).]

SECTION [8]--INCOME PAYMENTS
----------------------------

[8.1] Will MetLife guarentee persons entitled to Plan benefits with income
--------------------------------------------------------------------
payments for as long as they live?
----------------------------------

Yes. We will make income payments guaranteed for life to the annuitant on
a monthly, quarterly, semiannual or annual basis if requested by you.
Income payments may also be guaranteed for at least five years, but not
beyond the annuitant'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].

The annuitant 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. However, payments must commence no later than the April
1st of the calendar year following 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.

Form G.3002 13
<PAGE>

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 proposed Regulation Section 1.401(a) (9)-2
will apply.

[8.2] When must income payments begin if they are being purchased because of
----------------------------------------------------------------------
the death of a participant?
---------------------------

[8.3] Will a certificate be provided for persons who receive income payments?
-----------------------------------------------------------------------

Yes. MetLife will issue to the owner, 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.

[8.4] What happens if the annuitant dies after income payments start?
---------------------------------------------------------------

After we receive proof of death and a properly completed claim form,
income payments will continue to the annuitant'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 annuitant is
alive on the due date of each income payment.

[8.5] How are the minimum income plan rates that are shown on pages [l6 and 17]
-------------------------------------------------------------------------
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

Form G.3002 14
<PAGE>

equal amount at the time income payment start.

[8.6] 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
name, social security number, date of birth, sex (if relevant), marital
status and address of the annuitant, beneficiary, and any survivor
annuitant. We have the right to require proof of dates of birth in a form
that is satisfactory to us.

[8.7] 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 [10])
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.]

Form G.3002 15
<PAGE>

SECTION 9--
-----------
INCOME PLAN RATES FOR DEFINED CONTRIBUTION PLANS
------------------------------------------------

JOINT AND SURVIVOR LIFE INCOME PLAN

<TABLE>
<CAPTION>
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%
<S> <C> <C> <C> <C>
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
</TABLE>

* 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

Form G.3002 16
<PAGE>

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
</TABLE>

JOINT AND SURVIVOR LIFE INCOME PLAN

<TABLE>
<CAPTION>
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%
<S> <C> <C> <C> <C>
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
</TABLE>

*In each pair of ages, the first age is the primary annuitant's age and the
second age is the survivor annuitant's age.

<PAGE>

EXHIBIT 4(a)(iii)

Filed with Post-Effective Amendment No. 17 to this Registration Statement on
Form N-4 on March 1, 1995.
<PAGE>

METLIFE

METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated In New York State)
One Madison Avenue - New York, New York 10010-3690

MULTIFUNDED ANNUITY CONTRACT

This contract is a deferred annuity which qualifies under Section 401 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.

<TABLE>
<S> <C>
CONTRACT DATE AUGUST 1, 1994

OWNER'S NAME TRUSTEE

ANNUITANT'S NAME JOHN A. SMITH

CONTRACT NUMBER 070 384 349AB

EGN NUMBER 00000001

SEPARATE ACCOUNT E
</TABLE>

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 any deposits received on your behalf.

cash withdrawal benefit available.
Non-Participating
Death benefit payable if the Annuitant dies before income payments start.

/s/Joseph A. Reali /s/T. Athanassiades

Joseph A. Reali Ted Athanassiades
Vice-President and Secretary President and Chief Operating Officer

Cover Page

PSC 94-05
<PAGE>

1. WHAT DO THE BASIC TERMS USED IN THIS CONTRACT MEAN?

"Account Balance" is the entire amount we hold under this contract for you.

"Annuitant" is the measuring life of the annuity contract, the person
during whose lifetime an income will be payable when choosing an income
plan based on his or her life.

"Code" is the Internal Revenue Code of 1986, as amended from time to time.

"Contract Year" for the first year is measured from the contract date and
continues to the last day of the month in which the contract anniversary
occurs. Each new contract year begins on the first day of the next month.
For example, if the contract date is May 15, 1995, the first contract year
ends May 31, 1996 and the second contract year begins June 1, 1996. The
contract anniversary will be May 15th.

"Deposit" refers to money received by us in this annuity contract. A
deposit in the Fixed Interest Account includes, for interest crediting
purposes, any transfers from the Separate Account.

"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 contract years, except that deposit years are determined separately
for each deposit).

"Designated Office" is the administrative unit servicing your contract. It
is currently the Pension and Savings Center, Metropolitan Life Insurance
Company, 1125 17th St., Suite 800, Denver, CO 80202. If we choose another
area to service your contract, we will inform you of the address.

"Funding Options" refer to the Metropolitan Series Fund, Inc., which is a
series type of mutual fund 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 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, 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.

"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
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

PSC 94-05 1
<PAGE>

assets, including income, to be diverted to purposes other than for their
exclusive benefit.

"We", "Us", "Our" and "MetLife" refers to Metropolitan Life Insurance
Company.

"You", "Your", "Me", "My" or "I" refer to the plan's trustee or where there
is no trustee, the plan administrator. You may exercise all rights under
this contract. Your rights are nonforfeitable, i.e., your rights cannot be
taken away.

2. HOW ARE DEPOSITS ALLOCATED AND HOW MUCH MONEY CAN BE DEPOSITED UNDER MY
CONTRACT?

Annuity deposits may be made at any time while the annuitant has earned
compensation and participates in the Plan. However, no deposits may be made
after the date income payments begin. All deposits should be sent to our
designated office.

You (or the annuitant, if you notify us in writing that the annuitant may
make allocations under this contract) must tell us how to allocate deposits
among the Fixed Interest Account and the investment divisions of the
Separate Account. You (or the annuitant, if you notify us in writing that
the annuitant may change the allocation) may change such allocations at any
time. 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). If you have given the annuitant the ability to make and or change
the allocations, the annuitant will have the exclusive right to do so.

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.

3. CAN MY CONTRACT BE CANCELED IF DEPOSITS ARE NOT MADE?

If we do not receive deposits under your contract for over 36 consecutive
months and your account balance is less than $2,000, we may, if permitted
by law, cancel your contract by paying you the full cash withdrawal value
in a single sum.

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 must tell us if it ceases to be qualified. If this occurs, we may
end this contract and pay you the full withdrawal value as if you had asked
for a full cash withdrawal.

PSC 94-05 2
<PAGE>

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 Contract Date. If the Plan's provisions,
administration or sponsorship changes after the Contract 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 will fulfill its obligations under the terms of this
contract based on the Plan's provisions and administrative practices in
effect as of the Contract Date and we will accept no further deposits into
this contract.

6. CAN I MAKE WITHDRAWALS?

Yes, if withdrawals are allowed under the provisions of the Plan. To
request a withdrawal you may contact our designated office. Any withdrawal
request must be signed by you and must clearly state the name of the
account (and investment division, if any) from which the withdrawal is to
be made. The minimum withdrawal is $500. Any withdrawal will completely
discharge our liability for the amount withdrawn.
If you make a partial withdrawal from an investment division or the Fixed
Interest Account, for purposes of assessing withdrawal charges, we will
first withdraw deposits that can be withdrawn with no withdrawal charge,
then withdraw other deposits 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. 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 deposit is based on the length of time it was in the
contract as shown in the following table:

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
During Deposit Year 1 2 3 4 5 6 7 8 & Beyond

Withdrawal charge % 7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>

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.

For partial withdrawals, we pay you what you ask for and apply the
withdrawal charge by reducing your 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 your
account balance in any investment division or the Fixed Interest Account is
not sufficient to allow us to make a partial withdrawal and deduct the
withdrawal charge, we will treat your

PSC 94-05 3
<PAGE>

request as a request for a full withdrawal from such investment division or
the Fixed Interest Account, as appropriate.

For full withdrawals, 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.

Withdrawal charges will not apply to any withdrawal:

(a) to make payments necessary to avoid Federal income tax penalties or to
satisfy Federal income tax rules or Department of Labor regulations;

(b) made 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;

(d) to make direct transfers to other investment vehicles pre-approved by
us.

(e) made under item 15 after the annuitant's death;

(f) of: (i) deposits to which withdrawal charges no longer apply, and (ii)
upon your first withdrawal in any contract year, any extra amounts
needed to make this exemption equal 10% of your account balance. For
example, if your account balance is $20,000, the maximum amount that
may be withdrawn under this provision in any contract year (assuming
no prior withdrawals during that contract year) is $2,000 (i.e.,1 0%
of $20,000). All additional withdrawals during that contract year
would be subject to a withdrawal charge. Even if less than the maximum
amount is taken on the first withdrawal (say $1,000 or 5% of your
account balance), no further withdrawals will be permitted, free of
contract withdrawal charges during the same contract year;

(g) disability of the annuitant 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;

(h) if the annuitant has retired or terminated employment provided he or
she has had an account balance under this contract for at least 7
continuous years. Any such withdrawal must be pursuant to the Plan's
written provisions;

Except for withdrawals pursuant to the exemptions above, any other
withdrawal is subject to the withdrawal charges described above.

We may ask for satisfactory proof that such exemptions are applicable.

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.

PSC 94-05 4
<PAGE>

Examples of Withdrawals
-----------------------

Assume four deposits of $2,000 in different contract years each allocated
50% to the Fixed Interest Account and 50% to the Growth Division of the
Separate Account and the following account balance and applicable
withdrawal charges:

Deposit 1 2 3 4
Charge 1% 3% 5% 7%
Total Account Balance $10,930

As your second request for a withdrawal in a contract year, you request to
withdraw $3,500. We would take the amount of the requested withdrawal from
the older deposits first (deposits 1 and 2). We would pay you $3,500 and
reduce the your account balance by $3,566.59. The amount of $3,566.59 is
calculated by taking the first $2,000 deposit (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 deposit divided by .97 (i.e., 100%-3%). Your
new account balance is $7,363.41, the first deposit has been paid out and
the second deposit 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).

7. 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. This guarantee does not apply if any funds are transferred from
the Fixed Interest Account to the divisions of the Separate Account. The
interest rates are set in advance and are "locked-in" without regard to
changing economic conditions.

Interest on each deposit allocated to the Fixed Interest Account will be
Credited from the date the deposit is received at our designated office or
transferred to the Fixed Interest Account. Interest will be credited on
amounts in your Fixed Interest Account balance until the earliest of: (a)
the dates the amounts are withdrawn or transferred to the Separate Account,
(b) the date the annuitant starts to receive income payments, or (c) the
date the death benefit is paid under item 15.

Interest rates for amounts allocated to the Fixed Interest Account will be
set by us from time to time. 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 month in which the
anniversary of that deposit occurs.

Thereafter, we will set interest rates for these deposits (and earnings on
them) on or before the first day of each deposit year to be credited
through the last day of such year.

PSC 94-05 5
<PAGE>

We may credit a different interest rate on transfers from other investment
vehicles than we do on other deposits and transfers from the Separate
Account. The rates for new deposits and transfers from the Separate Account
may be different from 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 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 shown on the cover which is 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 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 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

PSC 94-05 6
<PAGE>

previous accumulation unit value by in order to determine the new
accumulation unit value.

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.

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 CONTRACT?

If you make a transfer from the Fixed Interest Account, we will determine
which deposits and earnings to take it from as if it was a withdrawal from
the contract.

PSC 94-05 7
<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
then current interest rate for new deposits.

10. 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 transferable and may
not be assigned, sold, discounted or pledged as collateral for a loan.
However, a qualified domestic relations order ("QDRO") may give another
person (spouse, former spouse, child or dependent of a Plan participant)
the right to receive all or part of the benefits that would be payable
under this contract. To the extent permitted by law, no amount payable
under this contract is subject to legal process or attachment for payment
of any claim.

11. WILL DIVIDENDS BE PAYABLE UNDER MY CONTRACT?

No. Your contract is nonparticipating and does not share in any
distribution of our surplus.

12. ARE ADMINISTRATIVE FEES DEDUCTED FROM MY CONTRACT?

At the end of each contract year, we will deduct a $20 administrative fee
from your Fixed Interest Account on a "first-in, first out" basis from
deposits and then from earnings. 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 or at any other time we
agree in writing. 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.

13. HOW CAN I OBTAIN 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 deposits, values, withdrawals, and
other information about your contract. If you need information at other
times, please tell us.

Anytime you or the annuitant (pursuant to items 2 and 17) have to tell us
something (e.g., to request additional information or to make withdrawals),
you or the annuitant must send written notice to our designated office
unless we have set up some other procedure, such as notice by telephone.

PSC 94-05 8
<PAGE>

14. WILL METLIFE GUARANTEE INCOME PAYMENTS TO THE ANNUITANT FOR LIFE?

Yes. We will make income payments guaranteed for life to the annuitant on a
monthly, quarterly, semiannual or annual basis, if requested by you. If the
annuitant is married, we will make income payments on a qualified joint and
survivor basis (under which we pay the annuitant for his or her life and
then make payments reduced by no more than 50% to the annuitant's spouse
for his or her remaining life) unless the annuitant's spouse consents in
writing to another income payment arrangement, or the total account balance
is less than $3,500.

Income payments may also be guaranteed for at least five years, but not
beyond the annuitant's life expectancy or the joint life expectancy, if
there is more than one annuitant.
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.

The annuitant may begin receiving income payments at any date you choose
which occurs after the Contract date, provided you give us at least 30 days
advance notice. However, payments must commence no later than the April 1st
of the calendar year following the calendar year in which the annuitant
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 annuitant will be able to change the choice of income plan.

Notwithstanding any provisions in this contract to the contrary, the
distribution of the contract'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 proposed Regulation Section 1.401(a)(9)-2 will apply.

15. WHAT HAPPENS IF THE ANNUITANT 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 beneficiary you have designated in
accordance with item 17 below.

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 the annuitant's death. If, however, the beneficiary is
a natural person, the beneficiary may choose an income plan (as described
in item 14) for life or for a period of years not more than his or her life
expectancy.

The income plan must begin by December 31st of the calendar year
immediately following the calendar year of the annuitant's death; however,
if the income plan is being purchased for the annuitant's spouse, it may
begin by

PSC 94-05 9
<PAGE>

December 31st of the calendar year in which the annuitant would have
attained age 70 1/2, if later. The payment period may not exceed the
beneficiary's life or life expectancy.

The death benefit is the greatest of:

a. The entire account balance held under this contract 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 deposits made, less any partial withdrawals, for that
participant; or

c. The highest account balance as of the end of the calendar year in
which any prior quinquennial (5th, 10th, 15th, etc.) anniversary of
the first deposit occurred, less any later partial withdrawals and any
applicable administrative fees deducted from the account balance.

16. WHAT HAPPENS IF THE ANNUITANT DIES AFTER INCOME PAYMENTS START?

After we receive proof of death and a properly completed claim form, income
payments will continue to the designated beneficiary of such income
payments 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 the annuitant's 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 annuitant is
alive on the due date of each income payment.

17. WHO IS THE BENEFICIARY AND MAY THE BENEFICIARY BE CHANGED?

You are the beneficiary of the contract unless you designate a person or
persons as beneficiary to receive benefits at the death of the annuitant
prior to income payments commencing. If you designate a beneficiary, such
beneficiary must be the spouse of the annuitant who is a participant in the
Plan, unless the annuitant is unmarried or such spouse consents in writing
to the designation of a beneficiary other than the spouse for more than 50%
of the death benefit.

You may name a contingent beneficiary who would become the beneficiary if
all the beneficiaries die. If the annuitant dies before income payments
begin, and no beneficiaries or contingent beneficiaries are alive, the
death benefit (as described in item 15) will be made to you.

You may change the named beneficiary or contingent beneficiary at any time
before income payments begin while the annuitant is living. If the
beneficiary is the annuitant's spouse, then such spouse must consent in
writing to the change of beneficiary. Ask our designated office for our
"Change of Beneficiary" form. The change will take effect as of the date
the form is signed, but no change will bind us until it is recorded at our
designated office.

PSC 94-05 10
<PAGE>

After income payments start, you may change the beneficiary and contingent
beneficiary for any future guaranteed income payments. If the annuitant
names no beneficiary (or none is alive when the annuitant dies), we will
pay the estate of the deceased annuitant. If payment is being made over two
lifetimes and the other person survives the annuitant, the survivor can
change the beneficiary. The annuitant over whose life payment is being made
cannot be changed.

Payment to more than one beneficiary or more than one contingent
beneficiary will be divided equally among them, or equally among their
survivors, unless you specify otherwise.

18. HOW ARE INCOME PAYMENTS THAT ARE GUARANTEED FOR LIFE CALCULATED?

Life income payments are calculated as shown on page 12. 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 income payments
start.

19. DOES MY CONTRACT CONTAIN ALL THE PROVISIONS THAT AFFECT ME?

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 Vice-President. No provision may be waived or
changed for us by any of our other employees, representatives or agents.

20. CAN YOUR CONTRACT BE EXCHANGED FOR ANOTHER CONTRACT THAT MEETS THE TAX
REQUIREMENTS FOR SECTION 401?

Yes, if both you and we agree. We may offer to exchange your contract
without withdrawal charge, for a group annuity contract which would be more
appropriate based on the number of participants covered under your 401
Plan. You will decide whether to accept or decline our offer.

PSC 94-05 11
<PAGE>

TABLE OF VALUES

AGE 35
(For a Contract without any partial withdrawals)
Basis: $1,000 Annual Deposit at the beginning of Each Year
Values are not proportional for other depositS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
TABLE A TABLE B
--------------------------------------------------------------------------------------------
End of Minimum Guaranteed Guaranteed Minimum MonthlY
Contract Account Minimum Account Income at Age 70
Year Balance Withdrawal value
Defined Benefit Defined Contribution
Male Female unisex
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 $ 1,010,00 $ 1,000.00 $ 8.39 $ 7.65 $ 7.86
2 $ 2,050.30 $ 2,000.00 $ 22.68 $ 20.69 $ 21.25
3 $ 3,121.81 $ 3,000.00 $ 36.55 $ 33.34 $ 34.25
4 $ 4,225.46 $ 4,022.37 $ 50.02 $ 45.62 $ 46.86
5 $ 5,362.23 $ 5,128.32 $ 63.09 $ 57.55 $ 59.11
6 $ 6,533.09 $ 6,276.16 $ 75.79 $ 69.12 $ 71.01
7 $ 7,739.09 $ 7,466.83 $ 88.11 $ 80.36 $ 82.55
8 $ 8,981.26 $ 8,701.26 $100.08 $ 91.28 $ 93.77
9 $10,260.70 $ 9,980.70 $111.70 $101.87 $104.65
10 $11,578.52 $11,298.52 $122.98 $112.16 $115.22
11 $12,935.87 $12,655.87 $133.93 $122.15 $125.48
12 $14,333.95 $14,053.95 $144.56 $131.84 $135.44
13 $15,773.97 $15,493.97 $154.88 $141.26 $145.11
14 $17,257.19 $16,977.19 $164.90 $150.40 $154.50
15 $18,784.90 $18,504.90 $174.63 $159.27 $163.61
16 $20,358.45 $20,078.45 $184.08 $167.89 $172.46
17 $21,979.20 $21,699.20 $193.25 $176.25 $181.05
18 $23,648.58 $23,368.58 $202.15 $184.37 $189.40
19 $25,368.04 $25,088.04 $210.80 $192.26 $197.50
20 $27,139.08 $26,859.08 $219.19 $199.91 $205.36
Age 60 $36,823.86 $36,543.86 $257.62 $234.96 $241.37
Age 65 $48,051.17 $47,771.17 $290.78 $265.20 $272.43
Age 70 $61,066.70 $60,786.70 $319.38 $291.29 $299.23
- --------------------------------------------------------------------------------------------------------
</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 account withdrawal values shown above equal the comparable
minimum account balances minus a withdrawal charge (but are never less than the
total deposits made). The withdrawal charge does not exceed 7% and does not
apply to any deposit after seven years from our receipt of the deposit. A $20
administrative fee is charged and deducted from the account balance at the end
of each Contract Year.

Contract values will never be less than the minimum benefits required by the
laws 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 age 70 is the minimum amount we would
pay over the annuitant's lifetime with a guaranteed payment period of 10 years,
if you make no deposits after the year shown and our payments begin at age 70.
This and other income plans that you may choose are described in item 14. To
compute minimum payments we use an interest rate of 3% and the 1983 Individual
Mortality Table a (Metropolitan Adjusted).

PSC 94-05 12
<PAGE>

INDEX

<TABLE>
<CAPTION>
SUBJECT Q&A #(S) PAGE(S)
- ------- --------- -------
<S> <C> <C>
Administrative Fees 12 8
Age 14 9
Allocation of Deposits 2 2
Assignment 10 8
Beneficiary 17 10
Cancellation 3 2
Computation of Values 18 11
Contract and Authority 19 11
Death Benefit 15,16 9,10
Definitions 1 1
Deposits 2 2
Dividends 11 8
Exchanges 20 11
Fixed Interest Account 7 5
Income Payments 14,16,18 9,10,11
Information We Give You 13 8
Information You Give Us 4,5 2,3
Separate Account and Investment Divisions 8 6
Transfers 9 7
Withdrawals 6 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.

______________________________________ _____________________
Countersigned and delivered by Date

PSC 94-05 13

<PAGE>

EXHIBIT(4)(B)

Filed with Post-Effective Amendment No. 8 to this Registration Statement on Form
N-4 on April 24, 1989.
<PAGE>

[LOGO OF METLIFE APPEARS HERE]

METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
One Madison Avenue--New York, New York 10010

________________________________________________________________________________
Contractholder
Trustee of the Metropolitan Group Annuity Contracts Trust
________________________________________________________________________________
Group Annuity Contract No. Issue Date
8299-7 August 1, 1984

________________________________________________________________________________

NOTICE: ANY PAYMENTS AND VALUES PROVIDED BY THIS CONTACT THAT ARE BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT ARE VARIABLE AND SPECIFIC DOLLAR
AMOUNTS ARE NOT GUARANTEED. THE DOLLAR AMOUNTS OF SUCH PAYMENTS AND VALUES WILL
INCREASE OR DECREASE, AS SET OUT IN THIS CONTRACT, DEPENDING UPON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT.

In Consideration of the payments Metropolitan receives under this contract,

Metropolitan Life Insurance Company
("Metropolitan")

Agrees to make payments, and to pay annuities bought, under this Contract in
accordance with and subject to its terms.

Therefore, the Contractholder and Metropolitan execute this Contract in
duplicate to take effect as of the Issue Date.

Metropolitan Life Insurance Company

The Bank of New York, Trustee /s/ John J Creedon /s/ Harry P. Kamen
By:---------------------------- -------------------- ------------------
John J. Creedon Harry P. Kamen
[SIGNATURE ILLEGIBLE] President and Chief Senior Vice-
---------------------------- Executive Officer President and
Signature Secretary

Assistant Vice President
----------------------------
Title

[SIGNATURE ILLEGIBLE] [SIGNATURE ILLEGIBLE]
---------------------------- --------------------------------
Witness Registrar

10/1/85 10/11/85
---------------------------- --------------------------------
Date

New York, N.Y. New York, N.Y.
---------------------------- --------------------------------
City and State City and State

ALTHOUGH THE FIXED INTEREST ACCOUNT PORTION OF THIS CONTRACT
IS PARTICIPATING, METROPOLITAN DOES NOT ANTICIPATE THAT THIS
CONTRACT WILL BE ENTITLED TO ANY DIVIDEND. SEE SECTION A13.1.

IRC Section 403(b) Group Annuities
Separate Account E
Nonparticipating Annuities

Form G. 2444A

<PAGE>

CONTENTS

Section A - Fixed Interest Account

<TABLE>
<CAPTION>
SECTION Page
- ------- ----
<S> <C> <C>
A1. Introduction..................................................................................... 2

A2. Payments to Metropolitan......................................................................... 2

A3. Maintenance of the Fixed Interest Account........................................................ 4

A4. Interest Credited to the Fixed Interest Account.................................................. 4

A5. Participants' Fixed Interest Account............................................................. 5

A6. Withdrawals from Participants' Fixed
Interest Account Balance................................................................. 5

A7. Withdrawals from the Fixed Interest Account
to pay Administrative Charges............................................................ 6

A8. Withdrawals from the Fixed Interest Account
to Purchase Annuities for Participants.................................................. 7

A9. Withdrawals from the Fixed Interest Account
to make Transfers to the Separate Account
or Payments to Participants or to Other Funding Vehicles................................. 7

A10. Withdrawals from the Fixed Interest Account
after a Participant Dies......................................................................... 9

All. Fixed Interest Account Early Withdrawal Charges.................................................. 9

Al2. Annuity Purchases................................................................................ 10

Al3. General Provisions............................................................................... 12

Al4. Annuity Purchase Rates........................................................................... 15

Section B - Separate Account

B1. Introduction..................................................................................... 19

B2. Payments to Metropolitan......................................................................... 21

B3. Maintenance of the Separate Account.............................................................. 22

B4. Valuation of Assets in Investment Divisions...................................................... 23

B5. Metropolitan's Right to Make Changes............................................................. 23
</TABLE>
<PAGE>

CONTENTS (Continued)

<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C> <C>
B6. Participants' Separate Account Balances.......................................................... 24

B7. Withdrawals from Investment Divisions............................................................ 24

B8. Withdrawals from the Separate Account to pay
Administrative Charges................................................................... 25

B9. Withdrawals from the Separate Account to Purchase
Annuities for Participants............................................................... 26

B10. Withdrawals from the Investment Divisions to make Transfers
to the Fixed Interest Account or to Other Investment
Divisions or Payments to Participants or to Other
Funding Vehichles........................................................................ 26

B11. Withdrawals from the Separate Account after
a Participant Dies ...................................................................... 27

B12. Separate Account Early Withdrawal Charges........................................................ 28

B13. Annuity Purchases ............................................................................... 29

B14. General Provisions .............................................................................. 31

B15. Annuity Purchase Rates .......................................................................... 34
</TABLE>
<PAGE>

Section A. Fixed Interest Account

Section A1. Introduction

A1.2 "Annuitant" means a person upon whose life an annuity has been
purchased by an Employer under this Contract.

A1.4 "Employer" means an employer that is eligible to purchase annuities
for its employees pursuant to Section 403(b) of the Internal Revenue
Code of 1986 as from time to time amended ("the Code") and that has
arranged with Metropolitan to utilize this Contract for such
purchases.

A1.6 "Participant" means any employee of an Employer who has directed
that Employer to utilize this Contract on his or her behalf, and on
whose account Metropolitan has accepted a payment under this
Contract. Metropolitan has the right at any time on or after the
fifth anniversary of the Issue Date to refuse to allow additional
employees to become Participants. A person will cease to be a
Participant at such time as Metropolitan is no longer holding any
Account Balance on account of such person.

For the purposes of Section A3.1, A3.4, A9.1, A9.3, A11.1, A11.2,
and A11.3

(a) "Participant I" means any Participant whose Employer's request
to become an Employer under this Contract is dated prior to
January 18, 1988.

(b) "Participant II" means any Participant whose Employer's request
to become an Employer under this Contract is dated on or after
January 18, 1988.

A1.7 The meanings of an "Accumulation Unit", a "Valuation Period", the
"Separate Account", and the "Investment Divisions" of the Separate
Account are given in Section B1 of this Contract. These terms have
the same meaning when used in this Section A.

Form G. 2444A-5 (3)
(January 18, 1988)
<PAGE>

Section A2. Payments to Metropolitan

A2.1 Metropolitan will accept under this Contract for addition to the
Fixed Interest Account each amount allocated to the Fixed Interest
Account pursuant to Section A2.2 that may be contributed or
transferred to this Contract under the Code.

Payments to Metropolitan under this Contract are subject to the
following conditions

(a) Metropolitan has the right to refuse to accept any payment
smaller than $200 per year or any payments that total more than
$50,000 during any calendar month on account of a Participant.
Metropolitan reserves the right to change this $200 minimum at
any time.

(b) Metropolitan has the right to refuse to accept any further
payments on account of a Participant and make payment to the
Participant as if the Participant had requested withdrawal of
his or her entire Account Balance, if (i) more than four years
have elapsed since the date Metropolitan received the last
amount on account of such Participant, and (ii) such
Participant's entire Account Balance is smaller than $800.

(c) Metropolitan will accept no further payments under this Contract
on account of any Participant who is not employed by an
Employer.

(d) Metropolitan has the right to refuse to accept any payments on
account of a person unless the initial payment is received by
Metropolitan within 190 days after such person directs his or
her Employer to utilize this Contract on his or her behalf.

(e) Metropolitan will accept no payments under this Contract on
account of any person until (i) Metropolitan has received the
Employer's request that this Contract be utilized for that
person; and (ii) Metropolitan has entered that person's name on
its records under this Contract. Any amounts received by
Metropolitan on account of a person before the last to occur of
these conditions will not be accepted until both of these
conditions have occurred.

A2.2 The Participant will direct Metropolitan whether payments accepted
under this Contract on the Participant's account are to be added to
the Fixed Interest Account. The direction will specify whether all,
none, or a part (which must be given as a whole percentage) of such
payments are to be added to the Fixed Interest Account. The
Participant may change his or her allocation direction as to future
payments by notice to Metropolitan. Such change will take effect
within 7 business days after the notice is received by Metropolitan
or, if later, on the date specified in the notice if such date is no
more than 30 days after Metropolitan's receipt of the notice.

Form G.2444A-10 (3)
(April 14, 1989)
<PAGE>

Section A 3. Maintenance of the Fixed Interest Account

A3.1 Metropolitan will establish subparts in the Fixed Interest Account
as follows

(a) for a Participant I Metropolitan will continue to establish a
subpart in the Fixed Interest Account as of the first day of
each calendar quarter. The subpart established as of the Issue
Date was designated subpart 1 and the subparts established
thereafter will continue to be numbered consecutively.

(b) for a Participant II Metropolitan will establish a subpart in
the Fixed Interest Account as of January 18, 1988, and
periodically thereafter. The subpart established as of January
18, 1988 will be designated subpart 1A and the subparts
established thereafter will be numbered consecutively.

A3.4 Except as a Participant may otherwise direct pursuant to Section A8
or A9, on the day after the Maturity Date of a subpart in which a
portion of the Participant's Fixed Interest Account Balance is
maintained, Metropolitan will automatically transfer such portion of
the Participant's Fixed Interest Account Balance (i) to the subpart
being established as of date of the transfer for a Participant I or
(ii) to the most recently established subpart for a Participant II.

Section A4. Interest Credited to the Fixed Interest Account.

A4.1 Metropolitan will credit interest on amounts while in a subpart at a
daily compound rate for the period from the date of addition to the
subpart up to, but not including, due date of withdrawal from such
subpart.

A4.3 In no event will any rate of interest credited on amounts while in
any subpart be less than an effective annual rate of 3%.

Form G. 2444A-5 (4)
(January 18, 1988)
<PAGE>

Section A5. Participants' Fixed Interest Account Balances

A5.l Metropolitan will maintain records of any amount held in the Fixed
Interest Account on account of each Participant.

A5.2 Not less often than once in each twelve mouth period Metropolitan
will send to each Participant a statement of his or her Fixed
Interest Account Balance.

Section A6. Withdrawals from Participants' Fixed Interest Account Balances

A6.1 Metropolitan will make withdrawals from the Participants' Fixed
Interest Account Balances in order to

(a) pay administrative charges pursuant to Section A7,

(b) purchase annuities for Participants pursuant to Section A8,

(d) make payment or purchase an annuity pursuant to Section A10
after the death of a Participant.

A6.2 Any such withdrawal will be made as of the date Metropolitan
receives the direction to make the withdrawal or as of any later
date specified in the direction except that

(a) if the date specified is more than 180 days after the date
Metropolitan receives the direction, or if the Participant dies
before the date specified, Metropolitan will not make the
withdrawal,

(b) any other withdrawals taking effect before the date specified
will be made first,

Form G. 2444A (5)
<PAGE>

Section A6 - Continued

(d) if the withdrawal is made in order to purchase an annuity, the
withdrawal will be made as of the date the annuity is to be
purchased pursuant to Section A12.1(d), subject to the
provisions of Section A6.2(e),

(f) if the withdrawal is made pursuant to Section A7, A9.3 or A9.4,
it will be made as of the date determined by Metropolitan .

As required by law, Metropolitan reserves the right to defer any
such withdrawal for not more than six months. (Metropolitan does not
presently anticipate exercising this right.)

A6.3 Any partial withdrawal will be charged against the highest numbered
subpart in which all or a portion of the Participant's Fixed
Interest Account Balance is maintained and then, to the extent
necessary, successively against lower numbered subparts on a last
in, first out basis. However, any subpart whose maturity date occurs
on the date of a withdrawal will be deemed to be the highest
numbered subpart.

A6.4 Any withdrawal that would have been made on a Maturity Date but for
the provisions of Section A6.2(c) will be deemed to have been made
on the Maturity Date for purposes of Section A6.3 and any withdrawal
that would have been on or within 30 days after a Maturity Date but
for the provisions of Section A6.2(c) will be deemed to have been
made on or within 30 days after the Maturity Date for purposes of
Section A11.

A6.5 Any withdrawal will completely discharge Metropolitan's liability
with respect to the amount withdrawn from the Fixed Interest
Account.

Section A7. Withdrawals from the Fixed Interest Account to pay Administrative
Charges.

A7.1 Once each calendar year Metropolitan will withdraw an administrative
charge from the Participant's Fixed Interest Account Balance. In
addition, if the Participant's entire Account Balance is withdrawn
to make payment to the Participant or to another funding vehicle
pursuant to Section A9, the Fixed Interest Account Balance will be
reduced before the withdrawal is made by the amount of any unpaid
administrative charge. Any such charge will be in addition to any
early withdrawal charge.

Form G. 2444A-5 (6)
(January 18, 1988)
<PAGE>

Section A7 - Continued

A7.2 The administrative charge will be $15 per year, imposed on a pro
rata basis for each month or fraction thereof in which the
Participant has a Fixed Interest Account Balance. However, in any
year the administrative charge will be waived to the extent
necessary to guarantee preservation of a Fixed Interest Account
Balance at least equal to the Participant's payments that were added
to the Fixed Interest Account, plus interest at an effective annual
rate of 3% for the periods such amounts are in the Fixed Interest
Account, minus any withdrawals (other than to pay administrative
charges) from the Fixed Interest Account.

A7.3 Metropolitan reserves the right to change the administrative charge
on any anniversary of the Issue Date upon 90 days notice to the
Participant.

Section A8. Withdrawals from the fixed Interest Account to Purchase Annuities
for Participants

A8.1 A Participant may at any time direct Metropolitan to withdraw his or
her entire Account Balance, and apply such balance to purchase an
annuity for himself or herself in accordance with Section A12. No
early withdrawal charge will be imposed in connection with such
withdrawal.

Section A9. Withdrawals from the Fixed Interest Account to make Transfers to the
Separate Account or Payments to Participants or to Other Funding
Vehicles

A9.1 A Participant may at any time direct Metropolitan to withdraw all, a
specified whole percentage, or a specified dollar amount of his or
her Fixed Interest Account Balance in order to

(b) make payment to the Participant, or

Metropolitan will accept no direction that would result in a payment
or transfer of less than $1,000 unless the direction applies to the
Participant's entire Fixed Interest Account Balance, or applies only
to amounts being withdrawn from a subpart (a) on its Maturity Date
for a Participant I or (b) on or within 30 days after its Maturity
Date for a Participant II. If, after any withdrawal and payment,
(i) the Participant's entire Account Balance would be less than $800
and (ii) more than four years have elapsed since the date
Metropolitan received the last amount on account of such
Participant, Metropolitan has the right to make payment as if the
Participant's direction had applied to his or her entire Account
Balance.

Form G. 2444A-5 (7)
(January 18, 1988)
<PAGE>

Section A9 - Continued

An early withdrawal charge will be imposed upon the Fixed Interest
Account Balance in connection with a withdrawal under this Section
A9.1 unless

(i) for a Participant I:

(a) the Participant has been a Participant for at least 7 full
uninterrupted years on or before the date the withdrawal is
made, or

(b) the date the withdrawal is made is the Maturity Date of each
subpart from which the withdrawal is made, or

(ii) for a Participant II:

(a) the Participant has attained age 69 before the date the
withdrawal is made, or

(b) the date the withdrawal is made is on or within 30 days after
the Maturity Date of each subpart from which the withdrawal is
made, or

The amount of the early withdrawal charge will be as specified in
Section All.

A9.2 A Participant may withdraw his or her entire Account Balance and have
such amount paid to the Participant without the imposition of an
early withdrawal charge if he or she

(a) becomes totally disabled as defined under the Federal Social
Security Act, and

(b) submits to Metropolitan both due proof of such disability
and a direction to make the payment.

Form G. 2444A-5 (8)
(January 18, 1988)
<PAGE>

Section A9 - Continued

A9.3 Metropolitan may withdraw a Participant's entire Account Balance and
make payment to the Participant as if the Participant had requested
withdrawal of his or her entire Account Balance if (i) more than
four years have elapsed since the date Metropolitan received the
last amount on account of such Participant, and (ii) such
Participant's entire Account Balance is smaller than $800.

An early withdrawal charge will be imposed upon the Fixed Interest
Account Balance in connection with the withdrawal unless

(i) for a Participant I:

(a) the Participant has been a Participant for at least 7 full
uninterrupted years on or before the date the withdrawal is
made, or

(b) the date the withdrawal is made is the Maturity Date of
each subpart from which the withdrawal is made.

(ii) for a Participant II:

(a) the Participant has attained age 69 on or before the date
the withdrawal is made, or

(b) the date the withdrawal is made is on or within 30 days
after the Maturity Date of each subpart from which the
withdrawal is made.

The amount of the early withdrawal charge will be as specified in
Section All.

A9.4 Effective January 1, 1989:

(b) for any Participant who has attained age 70 1/2 prior to
January 1, 1988, distribution of the Participant's entire
Account Balance may commence no later than the April 1 of the
year following the later of (i) the year in which the
Participant attains age 70 1/2, or (ii) the year in which the
Participant retires.

No early withdrawal charge will be imposed in connection with such
distributions.

Form G. 2444A-5 (8.1)
(January l8, 1988)
<PAGE>

Section A10. Withdrawals from the Fixed Interest Account after a Participant
Dies

A10. 1 After Metropolitan's receipt of due proof of a Participant's
death, Metropolitan will withdraw the [greater of (a) the value of
the Participant's entire Account Balance as of the date due proof
is received; or (b) the total of all payments made to Metropolitan
on account of the Participant less any partial withdrawals,] and
pay such amount to the Participant's beneficiary. However, the
beneficiary may, instead, elect to have this amount applied to
purchase an annuity for the beneficiary in accordance with Section
A12. In either case no early withdrawal charge will be imposed in
connection with such withdrawal .

Section All. Fixed Interest Account Early Withdrawal Charges

A11.1 The early withdrawal charge imposed pursuant to Section A9.1 or
A9.3 in connection with a withdrawal from the Fixed Interest
Account Balance will be equal to

(a) that part of the amount used to make a transfer or payment that
is not exempt (under Section A11.2 or A11.3) from the early
withdrawal charge, multiplied by

(b) the applicable factor from Column I of the table below,

but only if the Participant's Fixed Interest Account Balance
remaining after the withdrawal is a least equal to the early
withdrawal charge. In such case Metropolitan will make the transfer
or payment directed by the Participant, and then withdraw the early
withdrawal charge from the remaining Fixed Interest Account
Balance.

If the Participant's Fixed Interest Account Balance, if any, that
would have remained after the transfer or payment directed by the
Participant is less than this early withdrawal charge (i.e., there
would not be enough left to pay the charge) Metropolitan will
instead withdraw from the Participant's Fixed Interest Account
Balance, to make the transfer or payment directed by the
Participant, both

(a) any amounts exempt from the early withdrawal charge
pursuant to Sections A11.2 and A11.3, and any applicable
administrative charges pursuant to Section A7, and

(b) an amount equal to the remaining Fixed Interest Account
Balance divided by the applicable factor from Column II of
the table below.

Metropolitan will then withdraw the remaining Fixed Interest
Account Balance as the early withdrawal charge.

Form G. 2444A-2 (9)
(April 30, 1986)
<PAGE>

Section A11 - Continued

(a) For a Participant I:

<TABLE>
<CAPTION>
Participant's Full
Uninterrupted Years of
Contract Participation
at Withdrawal Column I Column II
----------------------- -------- ---------
<S> <C> <C>
less than 3 0.07 1.07
at least 3 but less than 4 .06 1.06
at least 4 but less than 5 .05 1.05
at least 5 but less than 6 .04 1.04
at least 6 but less than 7 .02 1.02
7 or more .00 1.00
</TABLE>

(b) For a Participant II:

<TABLE>
<CAPTION>
Participant's Age
at Withdrawal Column I Column II
------------------- -------- ---------
<S> <C> <C>
less than 63 0.07 1.07
at least 63 but less than 64 .06 1.06
at least 64 but less than 65 .05 1.05
at least 65 but less than 66 .04 1.04
at least 66 but less than 67 .03 1.03
at least 67 but less than 68 .02 1.02
at least 68 but less than 69 .01 1.01
69 or more .00 1.00
</TABLE>

A1l.2 No early withdrawal charge will apply to any amount withdrawn from a
subpart of the Fixed Interest Account (a) on the Maturity Date of
such subpart for a Participant I or (b) on or within 30 days after
the Maturity Date of such subpart for a Participant II.

A11.3 If no previous withdrawal has been made from any part of the
Participant's Account Balance (whether in the Fixed Interest Account
or the Separate Account) during a calendar year, other than to make
transfers from or within the Separate Account, or to pay
administrative charges, an amount up to 10% of the Participant's
Fixed Interest Account Balance may be withdrawn, subject to the
provisions of Section A9, without any early withdrawal charge being
imposed.

Form G. 2444A-5 (10)
(January 18, 1988)
<PAGE>

Section A12. Annuity Purchases

A12.1 For each person who elects under this Contract to have the
Participant's entire Account Balance applied to purchase an annuity,
Metropolitan will require the following information

(a) The social security number, date of birth and address of the
Annuitant, the name and social security number of the
beneficiary and, if applicable, the social security number,
name, address and date of birth of any survivor Annuitant.
Metropolitan has the right to require evidence, satisfactory to
itself, of dates of birth. The Annuitant will be the Participant
unless the annuity is purchased pursuant to Section A10, in
which case it will be the Participant's beneficiary.

(b) The form of annuity the purchaser has selected, which will be
one of those set forth in Section A14 or any other form of
annuity agreed upon by Metropolitan.

Form G. 2444A-5 (10.1)
(January 18. 1988)
<PAGE>

Section A12 - Continued

Effective January 1, 1989:

(a) For any Participant who has not attained age 70 1/2 prior to
January 1, 1988, if the Annuitant is the Participant the
purchase date of the annuity may be no later than April 1 of
the year following the year in which the Participant attains
age 70 1/2.

(b) For any Participant who has attained age 70 1/2 prior to
January 1, 1988, if the Annuitant is the Participant the
purchase date of the annuity may be no later than the April
1 of the year following the later of (i) the year in which
the Participant attains age 70 1/2 or (ii) the year in which
the Participant retires.

Regardless of the mode of annuity payment chosen, the first
annuity payment will be made as of the purchase date of the
annuity.

A12.2 The Consideration for an annuity will be the amount applied pursuant
to Section A8 or A10, to purchase the annuity, reduced by any
applicable premium tax.

A12.3 Metropolitan will determine the payment to the Annuitant as of the
purchase date of the annuity by applying the Consideration to the
rate set forth in Section A14 for the form of annuity selected for
the Annuitant. If payments are to be made other than monthly, the
amounts shown in Section A14 will be adjusted to the actuarially
equivalent amounts for the frequency of payments elected. If the
monthly rate of an annuity would be less than $20 (regardless of
whether or not monthly annuity payments were elected), Metropolitan
will have the right to refuse to make the annuity purchase and,
instead, to pay the proposed purchaser the amount that would
otherwise be applied to purchase the annuity, before any reduction
on account of premium tax.

A12.4 If at the time of an annuity purchase Metropolitan has in effect for
contracts in the same class as this Contract annuity purchase rates
more favorable to the Annuitant than those set forth for purchase of
annuities in Section A14, Metropolitan will apply the more favorable
rates in place of those set forth in Section A14.

A12.5 Metropolitan has the right as of any anniversary of the Issue Date
to change the annuity purchase rates set forth in Section A14. No
such change will apply to any Participant who had an Account Balance
under this Contract as of the date immediately preceding the
effective date of any such change.

Form G. 2444A-4 (11)
(May 1, 1987)
<PAGE>

Section A12 - Continued

A12.6 Metropolitan will issue a certificate for delivery to each
Annuitant. Such certificate will describe the annuity purchased for
the Annuitant.

A12.7 If there has been a misstatement as to any Annuitant, Metropolitan
will not pay more annuity benefits than would have been provided if
the correct information had been given. Any overpayment or
underpayment of an annuity, together with interest, will be deducted
from or added to, respectively, future annuity payments. The
interest rate will be that used to determine the annuity purchase
rates for the annuity purchased.

Form G. 2444A-4 (11.1)
(May 1, 1987)
<PAGE>

Section A12 - Continued

A12.8 In no event will annuity payments be made for longer than (i) the
Annuitant's life in the case of an annuity described in Section
A14(a) and (ii) the lives of the Annuitant and the survivor
Annuitant in the case of an annuity described in Section A14(b).
Furthermore, in the case of an annuity described in Section A14(c),
or in A14(d), the term certain period may not exceed the life
expectancy of the Annuitant or, in the case of a married Annuitant,
the life expectancies of the Annuitant and his or her spouse.

Nothing in this Section A12.8, however, will apply to restrict or
reduce any final payments to be made upon the death of an Annuitant.

A12.9 If Metropolitan is holding any Separate Account Balance on account
of a Participant, the amounts applied to purchase an annuity under
Section B13 will be combined with those applied to purchase an
annuity under this Section A12, and only a single annuity will be
purchased with the combined amounts.

Section A13. General Provisions

A13.1 The Fixed Interest Account Section of this Contract is participating
except that the financial experience of any annuities bought under
this Contract will not be considered in determining this Contract's
financial experience. Metropolitan will determine annually any
dividend to which this Fixed Interest Account Section of the
Contract may be entitled. Any dividend will be equitably apportioned
among the Participants based on their respective Fixed Interest
Account Balances. However, in view of the manner in which
Metropolitan determines the rates of interest to be credited on
amounts while in the Fixed Interest Account, Metropolitan does not
anticipate that this Fixed Interest Account Section of the Contract
will be entitled to any dividend.

A13.2 Metropolitan will issue a certificate for delivery to each person
who becomes a Participant under this Contract. Such certificate will
describe the benefits this Contract provides.

A13.3 A Participant or Annuitant may change his or her designation of
beneficiary by notice to Metropolitan. Upon Metropolitan's receipt
of the notice the change will take effect as of the date the
Participant or Annuitant signed the notice, but without prejudice to
Metropolitan on account of any payment it made before it received
the notice or so soon after such receipt that payment could not
reasonably be stopped. If the Participant or Annuitant names more
than one beneficiary and does not specify the respective interest of
each beneficiary, the beneficiaries will be paid in equal shares. If
one of several beneficiaries dies before the Participant or the
Annuitant any amounts payable upon the death of the Participant or
the Annuitant will be paid to the surviving beneficiaries.

Form G. 2444A (12)
<PAGE>

Section A13 - Continued

If there is no surviving beneficiary at the death of a Participant
or Annuitant, the amount then payable will be paid to the estate of
the Participant or the estate of the Annuitant, as the case may be.

A13.4 This Contract is the entire contract between the parties. The
Contractholder's statements will be deemed representations and not
warranties. No sales representative or other person, except an
authorized officer of Metropolitan, may make or change any contract
or certificate or make any binding promises about any contract or
certificate. Any amendment, modification or waiver of any provision
of this Contract or any certificate may be made effective on behalf
of Metropolitan only by an authorized officer of Metropolitan.

A13.5 The Participant's rights under this Contract are [non-transferable
and cannot be sold, assigned, discounted or pledged as collateral
for a loan or as security to any person.]

The amounts payable under this Contract are equal to at least the
minimums required by any applicable law.

A13.6 Metropolitan 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 such payee' s application of any amounts so paid. Any
direction for a withdrawal must be in a form satisfactory to
Metropolitan.

A13.6A Notwithstanding any provision in this Contract to the contrary, in
order to maintain its status as an annuity for federal income tax
purposes, the following additional limitations on payment of
benefits are applicable:

(a) If the Participant dies after the date annuity payments commence
and before the entire amount payable under the annuity has been
distributed, the remaining amount payable, if any, must be
distributed at least as rapidly as under the method of
distribution being used as of the date of death.

(b) If the Participant dies before the date annuity payments
commence, the entire Account Balance must be distributed within
5 years of the Participant's death. If the Participant is not
the Annuitant and the Participant dies before the Annuitant,
payment will be made to the Annuitant.

Form G. 2444A-1 (13)
(January 19, 1985)
<PAGE>

Section A13 - Continued

(c) Solely for the purpose of applying the limitations provided in
sub-paragraphs (a) and (b) of this Section A13.6A, if (i) any
portion of the Account Balance is payable to a designated
beneficiary, (ii) such portion is being distributed (in
accordance with Treasury Regulations) over the life, or over a
period not exceeding the life expectancy, of such beneficiary,
and (iii) such distribution begins not more than 1 year after
the date of death of the Participant (or such later date allowed
by Treasury Regulations), then the portion being distributed to
the beneficiary (even though, in fact, it is being distributed
over an extended period) will be treated as though it were
distributed in whole on the day on which such distribution
begins.

(d) Solely for the purpose of applying the limitations provided in
sub-paragraphs (a), (b) and (c) of this Section A13.6A, if the
designated beneficiary of any portion of the death proceeds is
the Participant's surviving spouse then the limitations
contained in this Section A13.6A will be applied to such portion
by treating the surviving spouse as the Participant.

(e) If necessary to preserve its status as an annuity and comply
with Sections 72(s) and 403(b) of the Internal Revenue Code, as
amended from time to time, Metropolitan reserves the right to
(i) interpret the provisions of this Section A13.6A in a manner
which Metropolitan believes is consistent with the statute and
with applicable Treasury Regulations (if and when they are
promulgated) and (ii) change the provisions of this Section
A13.6A at any time without the consent of the Participant.
Metropolitan will promptly notify the Participant of such
changes.

A13.7 Notwithstanding any provision in this Contract to the contrary the
following restrictions apply, pursuant to Texas law, to Participants
who are participants in the Texas Optional Retirement Program (the
"Program").

(a) a withdrawal to purchase an annuity or make payment to a
Participant or the Participant's estate or beneficiary may be
made only if the Participant dies, retires, or terminates
employment in all Texas institutions of higher education, as
defined under Texas law.

Form G. 2444A-1 (14)
(January 19, 1985)
<PAGE>

Section A13 - Continued

(b) no such withdrawal may be made unless Metropolitan first
receives (i) a written statement from the appropriate
institution verifying the vesting status and termination of
employment of the Participant, and, except in case of death,
(ii) a written statement from the Participant that he or she is
not transferring employment to another Texas institution of
higher education.

(c) if the Participant dies, retires, or terminates employment in
all Texas institutions of higher education, before being vested
in the Program, any amounts provided by the State's matching
contribution will be refunded to the appropriate institution and
not included in any payment by Metropolitan.

(d) a withdrawal to make payment to an entity providing another
funding vehicle may be made only to the extend permitted under
the Program.

Metropolitan reserves the right to change these restrictions or to
add restrictions without the consent of the Participant, to the
extent necessary to maintain compliance with the laws and
regulations applicable to the Program.

A13.8 All communications under this Contract and any amendment,
modification or waiver of this Contract will be in writing. All
payments and communications to Metropolitan shall be directed to its
Designated Office. Metropolitan will not be deemed to have received
a payment or communication until it is received at the Designated
Office. Metropolitan may, but need not, establish procedures for
certain communications to be received by telephone or by other non-
written means. If it does so, such communications will be deemed to
have been received when actually received in accordance with such
procedures.

A13.9 The sole responsibility of the Contractholder is to serve as party
to this Contract pursuant to the terms of the Metropolitan Group
Annuity Contracts Trust. The Contractholder will have no
responsibility to any Employer, Participant, Annuitant or
beneficiary. Any obligations arising out of this Contract with
respect to such persons will be Metropolitan's.

A13.10 This Contract will cease upon Metropolitan's fulfillment of all its
duties and obligations hereunder.

Form G. 2444A-4 (14.1)
(May 1, 1987)
<PAGE>

Section A14. Annuity Purchase Rates

(a) Life Annuity Form

Annuitant's Exact
Age on Date of Monthly Annuity Payment
Purchase of Annuity Per $1,000 of Consideration
--------------------- ---------------------------
<S> <C>
55 $3.85
56 3.91
57 3.98
58 4.05
59 4.12
60 4.19
61 4.27
62 4.36
63 4.45
64 4.54
65 4.64
66 4.75
67 4.86
68 4.99
69 5.11
70 5.25
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G. 2444A (15)
<PAGE>

Section A14 - Continued

(b) Joint and Survivor Life Annuity Form

Under this form of annuity, Metropolitan will make monthly payments from the
commencement date of the annuity, if both Annuitants are then living, to the
date of the last payment before the death of the second to die of the
Annuitants. Annuity payments provided during the primary Annuitant's lifetime
are payable to the primary Annuitant; any annuity payments provided after the
primary Annuitant's death are payable to the survivor Annuitant. Annuity
payments due to the survivor Annuitant are a specified percentage, not greater
than 100%, of the annuity payments due to the primary Annuitant. No payments
will be made after the death of the survivor Annuitant.

Monthly Annuity Payment to Primary
Annuitant Per $1,000 of Consideration
Annuitants' Exact if Percentage of Monthly Annuity
Ages on Date of Payment Payable to Survivor Annuitant is:
-----------------------------------------
Purchase Of Annuity* 50% 66 2/3% 75% 100%
- ------------------- --- ------- --- ----
<S> <C> <C> <C> <C>
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
</TABLE>
* In each pair of ages, the first age is the primary Annuitant's age and the
second age is the survivor Annuitant's age.

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G. 2444A (16)
<PAGE>

Section A14 - Continued

Under this form of annuity Metropolitan will make monthly payments from the
commencement date of the annuity, if the Annuitant is then living, to the date
of the last payment before the later of (i) the Annuitant's death, and (ii) the
expiration of the term certain period. Annuity payments during the Annuitant's
lifetime are payable to the Annuitant; any annuity payments due after the
Annuitant's death are payable to the Annuitant's beneficiary, except that if the
beneficiary is not a natural person, then in lieu of the payment of monthly
annuity payments to the beneficiary the commuted value of such annuity payments
will be paid to the beneficiary. If the beneficiary is a natural person and if
neither the Annuitant nor his or her beneficiary is living at the time an
annuity payment is due, the commuted value of the annuity payments due will be
paid to (i) the Annuitant's executors or administrators in case the Annuitant
died after his or her beneficiary, or (ii) the beneficiary's executors or
administrators in case the beneficiary died after the Annuitant . The commuted
value of annuity payments will be calculated at the interest rate used to
determine the annuity purchase rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

Annuitant's Exact Monthly Annuity Payment Per $1,000 of
Age on Date of Consideration if Term Certain Period is:
---------------------------------------------
Purchase of Annuity 10 Years 15 Years 20 Years
--------------------- -------- -------- --------
<S> <C> <C> <C>
55 $3.83 $3.80 $3.75
56 3.89 3.85 3.80
57 3.95 3.91 3.85
58 4.01 3.97 3.91
59 4.08 4.03 3.96
60 4.15 4.10 4.02
61 4.23 4.17 4.08
62 4.31 4.24 4.14
63 4.39 4.31 4.20
64 4.48 4.39 4.26
65 4.57 4.47 4.33
66 4.67 4.55 4.39
67 4.77 4.64 4.46
68 4.88 4.73 4.52
69 4.99 4.82 4.59
70 5.11 4.92 4.65
</TABLE>
On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G. 2444A (17)
<PAGE>

Section A14 - Continued

(d) Term Certain Annuity Form

Under this form of annuity, Metropolitan will make monthly payments from the
commencement date of the annuity to the date of the last payment before the
expiration of the term certain period. The term certain period must be at least
5 years. Annuity payments provided during the Annuitant's lifetime are payable
to the Annuitant; any annuity payments provided after the Annuitant's death are
payable to the Annuitant's beneficiary, except that if the beneficiary is not a
natural person, then in lieu of the payment of monthly annuity payments to the
beneficiary the commuted value of such annuity payments will be paid to the
beneficiary. If the beneficiary is a natural person and if neither the Annuitant
nor his or her beneficiary is living at the time annuity payments are due, the
commuted value of those annuity payments will be paid to (i) the Annuitant's
executors or administrators in case the Annuitant died after his or her
beneficiary, or (ii) the beneficiary's executors or administrators in case the
beneficiary died after the Annuitant. The commuted value of annuity payments
will be calculated at the interest rate used to determine the annuity purchase
rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

Monthly Annuity Payment per $1,000 of
Consideration if Term Certain Period is:
----------------------------------------
10 Years 15 Years 20 Years
-------- -------- --------
$9.37 $6.70 $5.37

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444A (18)
<PAGE>

Section B. Seperate Account

Section B1. Introduction

B1.2 "Annuitant" means a person upon whose life an annuity has been
purchased under this Contract.

B1.4 "Employer" means an employer that is eligible to purchase annuities
for its employees pursuant to Section 403(b) of the Internal Revenue
Code of 1986 as from time to time amended ("the Code") and that has
arranged with Metropolitan to utilize this Contract for such
purchases.

B1.5 "Participant" means any employee of an Employer who has directed
that Employer to utilize this Contract on his or her behalf, and on
whose account Metropolitan has accepted a payment under this
Contract. Metropolitan has the right at any time on or after the
fifth anniversary of the Issue Date to refuse to allow additional
employees to become Participants. A person will cease to be a
Participant at such time as Metropolitan is no longer holding any
Account Balance on account of such person.

B1.6 "Separate Account" means Metropolitan Life Separate Account E. This
is an investment account established and maintained by Metropolitan,
separate from its general account or other separate accounts.
Metropolitan will add to the Separate Account the payments it
accepts under this Contract that are allocated to the Separate
Account. Amounts may also be allocated to the Separate Account
pursuant to certain other contracts of Metropolitan as may be
determined by it.

Form G.2444A-4 (19)
(May 1, 1987)
<PAGE>

Section B1 - Continued

The Separate Account will be valued at the end of each Valuation
Period.

B1.7 A "Valuation Period" is the period between two successive valuations
of the assets in the Separate Account. Valuations will be made once
each day that the New York Stock Exchange is open for trading.
Metropolitan reserves the right, on 30 days notice, to change the
basis for such Valuation Period, as long as the new basis is not
inconsistent with applicable law.

B1.8 The "Investment Divisions" are part of the Separate Account. Each
division holds a separate class (or series) of stock of a designated
investment company. Each class of stock represents a separate
portfolio in the investment company.

B1.9 Metropolitan will maintain the Separate Account in Investment
Divisions corresponding to the separate portfolios in the investment
company. As of April 29, 1988, there are seven available Investment
Divisions corresponding to the seven portfolios of the Metropolitan
Series Fund, Inc. (the "Fund") as of April 29, 1988, viz., the
Growth Portfolio, the Income Portfolio, the Money Market Portfolio,
the Discretionary Portfolio, the GNMA Portfolio, the Aggressive
Growth Portfolio and the Equity Income Portfolio. These Investment
Divisions and portfolios are described below.

Division 1 - Growth Portfolio - The investment objective of this
portfolio is 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.

Division 2 - Income Portfolio - The investment objective of this
portfolio is to achieve the highest possible total
return, by combining current income with capital
gains, consistent with prudent investment risk and the
preservation of capital, by investing primarily in
fixed-income, high-quality debt securities.

Division 3 - Money Market Portfolio - The investment objective of
this portfolio is to achieve the highest possible
current income consistent with the preservation of
capital and maintenance of liquidity, by investing
primarily in short-term money market instruments.

Form G.2444A-6 (20)
(April 29, 1988)
<PAGE>

Section B1 - Continued

Division 4 - Discretionary Portfolio - The investment objective of
this portfolio is 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.

Division 7 - Equity Income Portfolio - The investment objective of
this portfolio is to provide a high level of current
income and, secondarily, long-term growth of capital
by investing primarily in common stocks offering
above-average dividend yields and in equity and debt
securities convertible into or carrying the right to
acquire common stocks.

Investment returns will reflect fluctuations in market value of
securities. The current Fund prospectus should be consulted for a
complete description of the Fund and the designated portfolios.

B1.10 An "Accumulation Unit" is the unit of measurement used in
determining the value of amounts held in the Investment Divisions.

Section B2. Payments to Metropolitan

B2.1 Metropolitan will accept under this Contract for addition to the
Separate Account each amount allocated to the Separate Account
pursuant to Section B2.2 that may be contributed or transferred to
this Contract under the Code.

Form G.2444A-6 (21)
(April 29, 1988)
<PAGE>

Section B2 - Continued

Payments to Metropolitan under this Contract are subject to the
following conditions

(a) Metropolitan has the right to refuse to accept any payment
smaller than $200 per year or any payments that total more than
$500,000 during any calendar month on account of a Participant.
Metropolitan reserves the right to change this $200 minimum at
any time.

(b) Metropolitan has the right to refuse to accept any further
payments on account of a Participant and make payment to the
Participant as if the Participant had requested withdrawal of
his or her entire Account Balance if (i) more than four years
have elapsed since the date Metropolitan received the last
amount on account of such Participant, and (ii) such
Participant's entire Account Balance is smaller than $800.

(c) Metropolitan will accept no further payments under this Contract
on account of any Participant who is not employed by an
Employer.

Form G.2444A-10 (21.1)
(April 14, 1989)
<PAGE>

Section B2 - Continued

B2.2 The Participant will direct Metropolitan whether payments accepted
under this Contract on the Participant 's account are to be added to
the Separate Account and, if so, to which Investment Division of the
Separate Account. The direction will specify whether all, none, or a
part (which must be given as a whole percentage) of such payments
are to be added to each Investment Division of the Separate Account.
The Participant may change his or her allocation direction as to
future payments by notice to Metropolitan. Such change will take
effect within 7 business days after the notice is received by
Metropolitan or, if later, on the date specified in the notice if
such date is no more than 30 days after Metropolitan's receipt of
the notice.

Section B3. Maintenance of the Separate Account

B3.2 Metropolitan will determine the number of Accumulation Units of an
Investment Division that are purchased by an amount accepted for
addition to such Investment Division by dividing that amount by the
value of an Accumulation Unit in such Investment Division for the
Valuation Period during which Metropolitan accepts payment of such
amount or during which such amount is transferred to such Investment
Division.

Form G.2444A-4 (22)
(May 1, 1987)
<PAGE>

Section B4. Valuation of Assets in Investment Divisions

B4.1 The investment experience of an Investment Division is determined as
of the end of each Valuation Period.

B4.2 Metropolitan uses an experience factor to measure changes in each
Investment Division's investment experience during a Valuation
Period.

The experience factor for a Valuation Period in each Investment
Division is calculated as follows

(2) Metropolitan divides (1) by the net asset value per investment
company share at the end of the preceding Valuation Period.

Section B5. Metropolitan's Right to Make Changes

B5.1 Metropolitan reserves the right to make certain changes if, in
Metropolitan's judgment, they would best serve the interests of
participants in or owners of contracts such as this 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, Metropolitan will
obtain the Participants' approval of the changes and approval from
any appropriate regulatory authority.

Examples of the changes Metropolitan may make include

. To operate the Separate Account in any form permitted under the
Investment Company Act of 1940, or in any other form permitted by
law.

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

Form G.2444A (23)
<PAGE>

Section B5 - Continued

. To make any necessary technical changes in this Contract in order
to conform with any action this provision permits Metropolitan to
take.

If any of these changes result in a material change in the
underlying investments of an Investment Division to which amounts
held under this Contract are allocated, Metropolitan will notify the
Participant of such change. Participants may then make a new choice
of Investment Divisions.

Section B6. Participants' Separate Account Balances

B6.l Metropolitan will maintain records of any amount held in the
Separate Account on account of each Participant. Such amount will
be the sum of the amounts held with respect to the Participant in
each Investment Division.

B6.2 Not less often than once in each twelve month period Metropolitan
will send to each Participant a statement of his or her Separate
Account Balance.

Section B7. Withdrawals from Investment Divisions

B7.l Metropolitan will make withdrawals from the Participants' Separate
Account Balances held in Investment Divisions in order to

(a) pay administrative charges pursuant to Section B8,

(b) purchase annuities for Participants pursuant to Section B9,

Form G.2444A (24)
<PAGE>

Section B7 - Continued

(c) make transfers to the Fixed Interest Account or to other
Investment Divisions and make certain payments pursuant to
Section B10, and

(d) make payment or purchase an annuity pursuant to Section B11
after the death of a Participant.

B7.2 Any such withdrawal will be made as of the date Metropolitan
receives the direction to make the withdrawal or as of any later
date specified in the direction except that

(a) if a Valuation Period does not end on the date as of which the
withdrawal would normally be made, the withdrawal will be made
as of the next following date on which a Valuation Period ends,

(b) if the date specified is more than 180 days after the date
Metropolitan receives the direction, or if the Participant dies
before the date specified, Metropolitan will not make the
withdrawal,

(d) if the withdrawal is made in order to purchase an annuity, the
withdrawal will be made as of the end of the last Valuation
Period ending immediately prior to the date the annuity is to be
purchased pursuant to Section B13.1(d), subject to the
provisions of Section B7.2(e),

(e) if the withdrawal is made pursuant to Section B10.2 or B11, the
withdrawal will be made as of the end of the Valuation Period
during which Metropolitan receives due proof that the conditions
specified in any such section have been met,

(f) if the withdrawal is made pursuant to Section B8, B10.3 or
B10.4, it will be made as of the end of the Valuation Period
determined by Metropolitan.

Metropolitan will determine the value of the amount withdrawn based
upon the value of an Accumulation Unit for the date as of which the
withdrawal is made.

B7.3 Any withdrawal will completely discharge Metropolitan's liability
with respect to the amount withdrawn from the Investment Division.

Section B8. Withdrawals from the Separate Account to pay Administrative Charges

B8.1 Once each calendar year Metropolitan will withdraw an administrative
charge from the Participant's Separate Account Balance. In addition,
if the Participant's entire Account Balance is withdrawn to make
payment to the Participant or another funding vehicle pursuant to
Section B10, the Separate Account Balance will be reduced before the
withdrawal is made by the amount of any unpaid administrative
charge. Any such charge will be in addition to any early withdrawal
charge.

Form G.2444A-4 (25)
(May 1, 1987)
<PAGE>

Section B8 - Continued

B8.2 The administrative charge will be $15 per year, imposed on a pro
rata basis for each month or fraction thereof in which the
Participant has a Separate Account Balance. The withdrawal will be
divided equally among the various Investment Divisions in which the
Participant participates.

B8.3 Metropolitan reserves the right to change the administrative charge
on any anniversary of the Issue Date upon 90 days notice to the
Participant

Section B9. Withdrawals from the Separate Account to Purchase Annuities for
Participants

B9.1 A Participant may at any time direct Metropolitan to withdraw his or
her entire Account Balance, and apply such balance to purchase an
annuity for himself or herself in accordance with Section B13. No
early withdrawal charge will be imposed in connection with such
withdrawal.

Section B10.Withdrawals from the Investment Divisions to make Transfers to the
Fixed Interest Account or to Other Investment Divisions or Payments
to Participants or to Other Funding Vehicles

B10.1 A Participant may at any time direct Metropolitan to withdraw all,
a specified whole percentage, or a specified dollar amount of his or
her Separate Account Balance maintained in one or more Investment
Divisions in order to

(a) make a transfer to the Fixed Interest Account, or from an
Investment Division in the Separate Account to one or more other
Investment Divisions in the Separate Account, but in any
calendar year not more than [twelve] of the following transfers
may be made: (i) from the Fixed Interest Account to the Separate
Account, (ii) from the Separate Account to the Fixed Interest
Account, (iii) among the Investment Divisions of the Separate
Account, or

(b) make payment to the Participant, or

Metropolitan will accept no direction that would result in a payment
or transfer of less than $250 unless the direction applies to the
Participant's entire balance maintained in a Investment Division of
the Separate Account. If, after any withdrawal and payment, (i) the
Participant's entire Account Balance would be less than $800 and
(ii) more than four years have elapsed since the date Metropolitan
received the last amount on account of such Participant,
Metropolitan has the right to make payment as if the Participant's
direction had applied to his or her entire Account Balance.

An early withdrawal charge will be imposed upon the Separate Account
Balance in connection with a withdrawal under this Section B10.1
unless

Form G.2444A-3 (26)
(August 1, 1986)
<PAGE>

Section B10 - Continued

(a) the Participant has been a Participant for at least 7 full
uninterrupted years on or before the date the withdrawal is
made, or,

(b) Section B10.2 or B10.4 applies to the withdrawal, or

(c) the withdrawal is to make a transfer among Investment Divisions
or from the Separate Account to the Fixed Interest Account.

The amount of the early withdrawal charge will be as specified in
Section B12.

B10.2 A Participant may withdraw his or her entire Account Balance and
have such amount paid to the Participant without the imposition of
an early withdrawal charge if he or she

(a) becomes totally disabled as defined under the Federal Social
Security Act, and

(b) submits to Metropolitan both due proof of such disability and a
direction to make the payment.

B10.3 Metropolitan may withdraw a Participant's entire Account Balance and
make payment to the Participant as if the Participant had requested
withdrawal of his or her entire Account Balance if (i) more than
four years have elapsed since the date Metropolitan received the
last amount on account of such Participant, and (ii) such
Participant's entire Account Balance is smaller than $800.

The amount of the early withdrawal charge will be as specified in
Section B12.

B10.4 Effective January 1, 1989:

(b) for any Participant who has attained age 70 1/2 prior to January
1, 1988, distribution of the Participant's entire Account
Balance may commence no later than the April 1 of the year
following the later of (i) the year in which the Participant
attains age 70 1/2, or (ii) the year in which the Participant
retires.

No early withdrawal charge will be imposed in connection with such
distributions.

Form G.2444A-4 (27)
(May 1, 1987)
<PAGE>

Section B11. Withdrawals from the Separate Account after a Participant Dies

B11.1 After Metropolitan's receipt of due proof of a Participant's death,
Metropolitan will withdraw the greater of (a) the value of the
Participant's entire Account Balance as of the date due proof is
received; or (b) the total of all payments made to Metropolitan on
account of the Participant less any partial withdrawals, and pay
such amount to the Participant's beneficiary. However, the
beneficiary may, instead, elect to have this amount applied to
purchase an annuity for the beneficiary in accordance with Section
B13. In either case no early withdrawal charge will be imposed in
connection with such withdrawal.

Form G.2444A-4 (27.1)
(May 1, 1987)
<PAGE>

Section B12. Separate Account Early Withdrawal Charges

B12.1 The early withdrawal charge imposed pursuant to Section Bl0.1 or
B10.3 in connection with a withdrawal from an Investment Division
will be equal to

(a) that part of the amount in that Investment Division used to make
a transfer or payment that is not exempt (under Section B12.2)
from the early withdrawal charge, multiplied by

(b) the applicable factor from Column I of the table below,

but only if the Participant's Separate Account Balance remaining in
that Investment Division after the withdrawal is at least equal to
the early withdrawal charge. In such case Metropolitan will make the
transfer or payment directed by the Participant, and then withdraw
the early withdrawal charge from the remaining Separate Account
Balance in that Investment Division.

If the Participant's Separate Account Balance, if any, that would
have remained in an Investment Division after the transfer or
payment directed by the Participant is less than this early
withdrawal charge (i.e., there would not be enough left to pay the
charge) Metropolitan will instead withdraw from that Investment
Division, to make the transfer or payment directed by the
Participant, both

(a) any amounts exempt from the early withdrawal charge pursuant to
section B12.2, and any applicable administrative charges
pursuant to Section B8, and

(b) an amount equal to the remaining Separate Account Balance in
that Investment Division divided by the applicable factor from
Column II of the table below.

Metropolitan will then withdraw the remaining Separate Account
Balance in that Investment Division as the early withdrawal charge.

If withdrawals are made from more than one Investment Division, the
early withdrawal charge will be determined separately for each
Investment Division.

<TABLE>
<CAPTION>
Participant's Full
Uninterrupted Years of
Contract Participation
at Withdrawal Column I Column II
---------------------- -------- ---------
<S> <C> <C>
less than 3 0.07 1.07
at least 3 but less than 4 .06 1.06
at least 4 but less than 5 .05 1.05
at least 5 but less than 6 .04 1.04
at least 6 but less than 7 .02 1.02
7 or more .00 1.00
</TABLE>

Form G.2444A (28)
<PAGE>

Section B12 - Continued

B12.2 If no previous withdrawal has been made from any part of the
Participant's Account Balance (whether in the Fixed Interest Account
or the Separate Account) during a calendar year, other than to make
transfers from or within the Separate Account, or to pay
administrative charges, an amount up to 10% of the Participant's
Separate Account Balance in each Investment Division may be
withdrawn, subject to the provisions of Section B10, without any
early withdrawal charge being imposed.

B12.3 The total of all early withdrawal charges with respect to a
Participant's Separate Account Balance will not exceed 8% of all
contributions to the Separate Account on account of the Participant.

Section B13. Annuity Purchases

B13.1 For each person who elects under this Contract to have the
Participant's entire Account Balance applied to purchase an
annuity, Metropolitan will require the following information

(a) The social security number, date of birth and address of the
Annuitant, the name and social security number of the
beneficiary and, if applicable, the social security number,
name, address and date of birth of any survivor Annuitant.
Metropolitan has the right to require evidence, satisfactory to
itself, of dates of birth. The Annuitant will be the Participant
unless the annuity is purchased pursuant to Section B11, in
which case it will be the Participant's beneficiary.

(b) The form of annuity the purchaser has selected, which will be
one of those set forth in Section B15 or any other form of
annuity agreed upon by Metropolitan.

Effective January 1, 1989:

Form G.2444A-4 (29)
(May 1, 1987)
<PAGE>

Section B12 - Continued

Regardless of the mode of annuity payment chosen, the first
annuity payment will be made as of the purchase date of the
annuity.

B13.2 The Consideration for an annuity will be the amount applied pursuant
to Section B9 or B11, to purchase the annuity, reduced by any
applicable premium tax.

Form G.2444A-4 (29.1)
(May 1, 1987)
<PAGE>

Section B13 - Continued

B13.3 Metropolitan will determine the payment to the Annuitant as of the
purchase date of the annuity by applying the Consideration to the
rate set forth in Section B15 for the form of annuity selected for
the Annuitant. If payments are to be made other than monthly, the
amounts shown in Section B15 will be adjusted to the actuarially
equivalent amounts for the frequency of payments elected. If the
monthly rate of an annuity would be less than $20 (regardless of
whether or not monthly annuity payments were elected), Metropolitan
will have the right to refuse to make the annuity purchase and,
instead, to pay to the proposed purchaser the amount that would
otherwise be applied to purchase the annuity, before any reduction
on account of premium tax.

B13.4 If at the time of an annuity purchase Metropolitan has in effect for
contracts in the same class as this Contract annuity purchase rates
more favorable to the Annuitant than those set forth for purchase of
annuities in Section B15, Metropolitan will apply the more favorable
rates in place of those set forth in Section B15.

B13.5 Metropolitan has the right as of any anniversary of the Issue Date
to change the annuity purchase rates set forth in Section B15. No
such change will apply to any Participant who had an Account Balance
under this Contract as of the day immediately preceding the
effective date of any such change.

B13.6 Metropolitan will issue a certificate for delivery to each
Annuitant. Such certificate will describe the annuity purchased for
the Annuitant.

B13.8 In no event will annuity payments be made for longer than (i) the
Annuitant's life in the case of an annuity described in Section
B15(a) and (ii) the lives of the Annuitant and the survivor
Annuitant in the case of an annuity described in Section B15(b).
Furthermore, in the case of an annuity described in Section B15(c),
or in B15(d), the term certain period may not exceed the life
expectancy of the Annuitant or, in the case of a married Annuitant,
the life expectancies of the Annuitant and his or her spouse.

Nothing in this Section B13.8, however, will apply to restrict or
reduce any final payments to be made upon the death of an Annuitant.

Form G.2444A (30)
<PAGE>

Section B13 - Continued

B13.9 If Metropolitan is holding any Fixed Interest Account Balance on
account of a Participant, the amounts applied to purchase an annuity
under Section A12 will be combined with those applied to purchase an
annuity under this Section B13, and only a single annuity will be
purchased with the combined amounts.

Section B14. General Provisions

B14.1 Metropolitan will issue a certificate for delivery to each person
who becomes a Participant under this Contract. Such certificate will
describe the benefits this Contract provides.

B14.2 A Participant or Annuitant may change his or her designation of
beneficiary by notice to Metropolitan. Upon Metropolitan's receipt
of the notice the change will take effect as of the date the
Participant or Annuitant signed the notice, but without prejudice to
Metropolitan on account of any payment it made before it received
the notice or so soon after such receipt that payment could not
reasonably be stopped.

If the Participant or Annuitant names more than one beneficiary and
does not specify the respective interest of each beneficiary, the
beneficiaries will be paid in equal shares. If one of several
beneficiaries dies before the Participant or the Annuitant any
amounts payable upon the death of the Participant or the Annuitant
will be paid to the surviving beneficiaries.

B14.3 This Contract is the entire contract between the parties. The
Contractholder's statements will be deemed representations and not
warranties. No sales representative or other person, except an
authorized officer of Metropolitan, may make or change any contract
or certificate or make any binding promises about any contract or
certificate. Any amendment, modification or waiver of any provision
of this Contract or any certificate may be made effective on behalf
of Metropolitan only by an authorized officer of Metropolitan.

B14.4 The Participant's rights under this Contract are [non-transferable
and cannot be sold, assigned, discounted or pledged as collateral
for a loan or as security to any person.]

B14.5 Metropolitan 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 such payee's application of any amounts so paid. Any
direction for a withdrawal must be in a form satisfactory to
Metropolitan.

Form G.2444A-1 (31)
(January 19, 1985)
<PAGE>

Section B14 - Continued

B14.5A Notwithstanding any provision in this Contract to the contrary, in
order to maintain its status as an annuity for federal income tax
purposes, the following additional limitations on payment of
benefits are applicable:

(c) Solely for the purpose of applying the limitations provided in
sub-paragraphs (a) and (b) of this Section B14.5A, if (i) any
portion of the Account Balance is payable to a designated
beneficiary, (ii) such portion is being distributed (in
accordance with Treasury Regulations) over the life, or over a
period not exceeding the life expectancy, of such beneficiary,
and (iii) such distribution begins not more than 1 year after
the date of death of the Participant (or such later date allowed
by Treasury Regulations), then the portion being distributed to
the beneficiary (even though, in fact, it is being distributed
over an extended period) will be treated as though it were
distributed in whole on the day on which such distribution
begins.

(d) Solely for the purpose of applying the limitations provided in
sub-paragraphs (a), (b) and (c) of this Section B14.5A, if the
designated beneficiary of any portion of the death proceeds is
the Participant's surviving spouse then the limitations
contained in this Section B14.5A will be applied to such portion
by treating the surviving spouse as the Participant.

(e) If necessary to preserve its status as an annuity and comply
with Sections 72(s) and 403(b) of the Internal Revenue Code, as
amended from time to time, Metropolitan reserves the right to
(i) interpret the provisions of this Section B14.5A in a manner
which Metropolitan believes is consistent with the statute and
with applicable Treasury Regulations (if and when they are
promulgated) and (ii) change the provisions of this Section
B14.5A at any time without the consent of the Participant.
Metropolitan will promptly notify the Participant of such
changes.

Form G.2444A-1 (32)
(January 19, 1985)
<PAGE>

Section B14 - Continued

B14.6 Notwithstanding any provisions in this Contract to the contrary the
following restrictions apply, pursuant to Texas law, to Participants
who are participants in the Texas Optional Retirement Program (the
"Program").

(c) if the Participant dies, retires, or terminates employment in
all Texas institutions of higher education before being vested
in the Program, any amounts provided by the State's matching
contribution will be refunded to the appropriate institution and
not included in any payment by Metropolitan.

(d) a withdrawal to make payment to an entity providing another
funding vehicle may be made only to the extent permitted under
the Program.

B14.7 Notwithstanding any provision in this Contract to the contrary,
Metropolitan reserves the right to defer determination, payment or
application of any amount received or payable under this Contract in

Form G.2444A-1 (33)
(January 19, 1985)
<PAGE>

Section B14 - Continued

the event that the New York Stock Exchange is closed (other than
customary weekend and holiday closings), or an emergency exists
making disposal or valuation of assets in the Separate Account not
reasonably practicable or the Securities and Exchange Commission
determines that securities trading is restricted or permits such
deferral.

B14.8 All communications under this Contract and any amendment,
modification or waiver of this Contract will be in writing. All
payments and communications to Metropolitan shall be directed to its
Designated Office. Metropolitan will not be deemed to have received
a payment or communication until it is received at the Designated
Office. Metropolitan may, but need not, establish procedures for
certain communications to be received by telephone or by other non-
written means. If it does so, such communications will be deemed to
have been received when actually received in accordance with such
procedures.

B14.9 The sole responsibility of the Contractholder is to serve as party
to this Contract pursuant to the terms of the Metropolitan Group
Annuity Contracts Trust. The Contractholder will have no
responsibility to any Trustee, Employer, Participant, Annuitant or
beneficiary. Any obligations arising out of this Contract with
respect to such persons will be Metropolitan's.

B14.10 This Contract will cease upon Metropolitan's fulfillment of all its
duties and obligations hereunder.

Form G.2444A-4 (33.1)
(May 1, 1987)
<PAGE>

Section B15. Annuity Purchase Rates

(a) Life Annuity Form

<TABLE>
<CAPTION>
Annuitant's Exact
Age on Date of Monthly Annuity Payment
Purchase of Annuity per $1,000 of Consideration
------------------- ---------------------------
<S> <C>
55 $3.85
56 3.91
57 3.98
58 4.05
59 4.12
60 4.19
61 4.27
62 4.36
63 4.45
64 4.54
65 4.64
66 4.75
67 4.86
68 4.99
69 5.11
70 5.25
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444A (34)
<PAGE>

Section B15 - Continued

(b) Joint and Survivor Life Annuity Form

Under this form of annuity, Metropolitan will make monthly payments from the
commencement date of the annuity, if both Annuitants are then living, to the
date of the last payment before the death of the second to die of the
Annuitants. Annuity payments provided during the primary Annuitant's lifetime
are payable to the primary Annuitant; any Annuity payments provided after the
primary Annuitant's death are payable to the survivor Annuitant. Annuity
payments due to the survivor Annuitant are a specified percentage, not greater
than 100%, of the annuity payments due to the primary Annuitant. No payments
will be made after the death of the survivor Annuitant.

<TABLE>
<CAPTION>
Monthly Annuity Payment to Primary
Annuitant per $1,000 of Consideration if
Annuitants' Exact Percentage of Monthly Annuity Payment
Ages on Date of Payable to Survivor Annuitant is:
-------------------------------------------
Purchase of Annuity* 50% 66 2/3% 75% 100%
-------------------- --- ------ --- ----
<S> <C> <C> <C> <C>
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
</TABLE>

* In each pair of ages, the first age is the primary Annuitant's age and
the second age is the survivor Annuitant's age.

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444A (35)
<PAGE>

Section B15 - Continued

Under this form of annuity Metropolitan will make monthly payments from the
commencement date of the annuity, if the Annuitant is then living, to the date
of the last payment before the later of (i) the Annuitant's death, and (ii) the
expiration of the term certain period. Annuity payments during the Annuitant's
lifetime are payable to the Annuitant; any annuity payments due after the
Annuitant's death are payable to the Annuitant's beneficiary, except that if the
beneficiary is not a natural person, then in lieu of the payment of monthly
annuity payments to the beneficiary the commuted value of such annuity payments
will be paid to the beneficiary. If the beneficiary is a natural person and if
neither the Annuitant nor his or her beneficiary is living at the time an
annuity payment is due, the commuted value of the annuity payments due will be
paid to (i) the Annuitant's executors or administrators in case the Annuitant
died after his or her beneficiary, or (ii) the beneficiary's executors or
administrators in case the beneficiary died after the Annuitant. The commuted
value of annuity payments will be calculated at the interest rate used to
determine the annuity purchase rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

<TABLE>
<CAPTION>
Annuitant's Exact Monthly Annuity Payment per $1,000 of
Age on Date of Consideration if Term Certain Period is:
-----------------------------------------------
Purchase of Annuity 10 Years 15 Years 20 Years
------------------- -------- -------- --------
<S> <C> <C> <C>
55 $3.83 $3.80 $3.75
56 3.89 3.85 3.80
57 3.95 3.91 3.85
58 4.01 3.97 3.91
59 4.08 4.03 3.96
60 4.15 4.10 4.02
61 4.23 4.17 4.08
62 4.31 4.24 4.14
63 4.39 4.31 4.20
64 4.48 4.39 4.26
65 4.57 4.47 4.33
66 4.67 4.55 4.39
67 4.77 4.64 4.46
68 4.88 4.73 4.52
69 4.99 4.82 4.59
70 5.11 4.92 4.65
</TABLE>

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444A (36)
<PAGE>

Section B15 - Continued

(d) Term Certain Annuity Form

Under this form of annuity, Metropolitan will make monthly payments from the
commencement date of the annuity to the date of the last payment before the
expiration of the term certain period. The term certain period must be at least
5 years. Annuity payments provided during the Annuitant's lifetime are payable
to the Annuitant; any annuity payments provided after the Annuitant's death are
payable to the Annuitant's beneficiary, except that if the beneficiary is not a
natural person, then in lieu of the payment of monthly annuity payments to the
beneficiary the commuted value of such annuity payments will be paid to the
beneficiary. If the beneficiary is a natural person and if neither the Annuitant
nor his or her beneficiary is living at the time annuity payments are due, the
commuted value of those annuity payments will be paid to (i) the Annuitant's
executors or administrators in case the Annuitant died after his or her
beneficiary, or (ii) the beneficiary's executors or administrators in case the
beneficiary died after the Annuitant. The commuted value of annuity payments
will be calculated at the interest rate used to determine the annuity purchase
rates for the annuity purchased.

No commuted value of annuity payments is payable except under the circumstances
specified above.

On request Metropolitan will furnish rates not shown above.

Metropolitan's rates are unisex.

Form G.2444A (37)

<PAGE>

EXHIBIT (4)(b)(i)

Filed with Post-Effective Amendment No. 11 to this
Registration Statement on Form N-4 on March 1, 1991.
<PAGE>

[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
________________________________________________________________________________
Contractholder

Trustee of the Metropolitan Group Annuity Contracts Trust

________________________________________________________________________________
Group Annuity Contract No. Issue Date

10637 November 1, 1989
________________________________________________________________________________

NOTICE: ANY PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT THAT ARE BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT ARE VARIABLE AND SPECIFIC
DOLLAR AMOUNTS ARE NOT GUARANTEED. THE DOLLAR AMOUNTS OF SUCH PAYMENTS
AND VALUES WILL INCREASE OR DECREASE, AS SET OUT IN THE CERTIFICATE,
DEPENDING UPON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT.

In Consideration of the Contractholder's payments under this Contract,

METROPOLITAN LIFE INSURANCE COMPANY
(HEREIN CALLED METROPOLITAN)

Agrees to make payments, and to pay annuities bought, under this Contract, in
accordance with and subject to its terms.

Therefore, the Contractholder and Metropolitan execute this Contract in
duplicate to take effect as of the Issue Date.

METROPOLITAN LIFE INSURANCE COMPANY
Bank of New England Old Colony
as Trustee
- ---------------------------------

_________________________________
Signature

_________________________________
Title

_________________________________ _______________________________________
Witness Registar

_________________________________ _______________________________________
Date Date

_________________________________ _______________________________________
City and State City and State

Group Annuity Contract
Deferred and Immediate Annuities
Accumulation Value
Non-Participating

SPECIMEN

Form G.2952A
<PAGE>

CONTENTS

<TABLE>
<CAPTION>
Page
<C> <S> <C>
Section 1. Definitions................................................. 2

Section 2. Annuities

2.01 Purchase of Annuities....................................... 2

2.02 Report of Annuities......................................... 2

2.03 Purchase Payments........................................... 3

2.04 Purchase of Annuity......................................... 3

2.05 Annuity Certificates........................................ 3

2.06 Death of Annuitant Before Annuity Commencement Date......... 3

2.07 Surrender of Annuity Before Annuity Commencement Date....... 3

2.08 Proof that Annuitant is Alive on Annuity Commencement Date.. 3

Section 3. General Provisions

3.01 Participation; Dividends.................................... 4

3.02 Metropolitan's Liability.................................... 4

3.03 Misstatements............................................... 4

3.04 Changes by Metropolitan..................................... 4

3.05 Discontinuance of Purchases................................. 4

3.06 Communications; Payments to Metropolitan.................... 5

3.07 Entire Contract............................................. 5

3.08 Termination of Contract..................................... 5

Table I Annuity Purchase Rates...................................... 6
</TABLE>
<PAGE>

Section 1. Definitions

1.01 "Annuitant" means a person upon whose life a Certificate has been
issued under this Contract.

1.02 "Annuity" means an annuity payable under this Contract for which a
Certificate has been issued.

1.03 "Annuity Commencement Date" means the date as of which payment of an
Annuity is to commence.

1.04 "Business Day" means a day on which the Home Office of Metropolitan
in New York, New York is open for business.

1.05 "Certificate" means a certificate issued to the Owner of an Annuity
pursuant to Section 2.05.

1.06 "Discontinuance Date" means the date on and after which no further
Purchase Payments will be made to Metropolitan under this Contract.

1.07 "Owner" means the person so reported to Metropolitan at the date of
purchase of the Certificate.

1.08 "Purchase Date" means the date as of which Metropolitan receives the
Purchase Payment for an annuity purchased under this Contract or
such other date Metropolitan agrees to.

1.09 "Purchase Payment" means an amount paid to Metropolitan to purchase
an Annuity under this Contract.

Section 2. Annuities

2.01 Purchase of Annuities

Annuities may be purchased under this Contract prior to the
Discontinuance Date.

2.02 Report of Annuities

For each Annuity purchased under this Contract the purchaser will
report the following information to Metropolitan:

(a) The name, sex (if relevant), date of birth, social security
number, and state of residence of the Annuitant and the name of
the beneficiary, if any.

(b) The name, address and social security number of the Owner.

(c) The Annuity Commencement Date if relevant to the form of annuity
purchased. This must be a date after Metropolitan receives the
report. If Metropolitan receives the report less than thirty one
days before the date reported as the Annuity Commencement Date,
Metropolitan will have the right to make the Annuity
Commencement Date thirty days from the date Metropolitan
receives the report.

(2)
<PAGE>

Section 2. -- Continued

(d) The form of each annuity to be purchased. Such form will be any
form which Metropolitan is willing to provide.

2.03 Purchase Payments

The Purchase Payment for each annuity will accompany each report
made under Section 2.02 unless Metropolitan agrees otherwise,
Metropolitan need not accept any Purchase Payment of less than
$5,000.00 for any Annuity or any Purchase Payments that will cause
the total of all Purchase Payments accepted with respect to any
Owner or Annuitant to exceed $500,000.00. Metropolitan will have no
liability with respect to any Annuity until it accepts the Purchase
Payment unless Metropolitan agrees otherwise.

2.04 Purchase of Annuity

On the Purchase Date Metropolitan will determine the monthly rate of
the Annuity (if relevant) by applying the annuity purchase rates in
Table I. However, if on the Purchase Date Metropolitan has in effect
more favorable rates for the purchase of annuities under contracts
in the class to which this Contract belongs, then such more
favorable rates will be applicable.

2.05 Annuity Certificates

Metropolitan will issue to the Owner of an Annuity purchased under
this Contract a Certificate describing the benefits provided
thereunder.

2.06 Death of Annuitant Before Annuity Commencement Date

If the Annuitant dies before the Annuity Commencement Date
Metropolitan will have no further liability except as may be
provided by the form of the Annuity purchased or as may be agreed by
Metropolitan when the Annuity is purchased.

2.07 Surrender of Annuity Before Annuity Commencement Date

No Annuity will have any cash surrender value before the Annuity
Commencement Date except as may be provided by the form of Annuity
purchased or as may be agreed by Metropolitan when the Annuity is
purchased.

2.08 Proof that Annuitant is Alive on Annuity Commencement Date

If requested by Metropolitan, satisfactory proof must be furnished
to Metropolitan that an Annuitant was alive on the Annuity
Commencement Date or his or her death before the Annuity
Commencement Date will be conclusively presumed.

(3)
<PAGE>

Section 3. General Provisions

3.01 Participation; Dividends

No dividends will be payable under this Contract.

3.02 Metropolitan's Liability

Metropolitan's only liability with respect to the payment of
benefits under this Contract is to make the payments provided in the
Certificates issued hereunder. The liability to make such payments
is that of Metropolitan and not of the Contractholder.

3.03 Misstatements

If the age or sex (if relevant) or any other relevant fact relating
to any individual is found to be misstated, Metropolitan will not
pay a greater amount of annuity than that provided by the actual
Purchase Payment and the correct information. Any overpayment of
annuity will, together with interest, be deducted from future
annuity payments. Any adjustment due to an underpayment of an
annuity will, together with interest, be paid immediately upon
receipt of the corrected information. The interest rate will be that
used to determine the monthly rate of annuity.

3.04 Changes by Metropolitan

Metropolitan reserves the right to change any of the following items
one year from the Issue Date and at any time thereafter:

(a) The annuity purchase rates in effect under this Contract set
forth in Table I.

(b) The amount of the minimum or maximum Purchase Payments.

Metropolitan will give the Contractholder notice of any such change
not less than 90 days before its effective date. No such change in
any of the foregoing items will be made effective earlier than one
year after the effective date of any such previous change in that
item.

No such change will affect Certificates purchased before the
effective date of such change.

3.05 Discontinuance of Purchases

Metropolitan has the right at any time to notify the Contractholder
that no further purchases may be made under this Contract on or
after the date specified in the notice. That date will be at least
90 days after the date the notice is given.

(4)
<PAGE>

Section 3. -- Continued

3.06 Communications; Payments to Metropolitan

All communications provided for in this Contract will be in writing
unless Metropolitan otherwise agrees in writing. For this purpose,
Metropolitan's address is its Home Office at One Madison Avenue, New
York, New York 10010, and the Contractholder's address will be that
which it designates to Metropolitan.

All payments to Metropolitan in accordance with this Contract are
payable to Metropolitan at its Home Office or such other office or
offices which Metropolitan may designate.

Any communication that may be made by the Contractholder may instead
be made by a party or parties designated by the Contractholder for
such purpose.

3.07 Entire Contract

This Contract is the entire contract between the parties. Any
Contractholder statements will be deemed representations and not
warranties. No agent, broker or other person, except an authorized
officer of Metropolitan, may make or change any contract or
certificates or make any binding promises about any contract or
certificates on behalf of Metropolitan. Any amendment, modification
or waiver of any provision of this Contract will be in writing and
may be made effective on behalf of Metropolitan only by an
authorized officer of Metropolitan.

3.08 Termination of Contract

This Contract will terminate upon Metropolitan and the
Contractholder's fulfillment of all their duties and obligations
arising under this Contract.

(5)
<PAGE>

TABLE I. ANNUITY PURCHASE RATES

Deferred Fixed Annuity - Term Certain and Life Annuity Form

Under this form annuity payments are payable monthly from the Annuity
Commencement date, if the Annuitant is then living, to the date of the last
payment before the later of (i) the Annuitant's death and (ii) the expiration of
the term certain period that commences on the Annuity Commencement Date. Annuity
payments payable during the Annuitant's lifetime are payable to the Annuitant
unless the Owner directs Metropolitan otherwise; any annuity payments payable
after the Annuitant's death are payable to the designated beneficiary.

<TABLE>
<CAPTION>
Purchase Payments per $1.00 of Monthly Annuity
Integral Years Payment if the Annuity Commencement Date is the
from Purchase Annuitant's 65 Birthday and if the Term Certain
--
to Commencement Period is;
- --------------- ----------------------------------------------------------

5 Years 10 Years 20 Years
------------------- --------------------- --------------
<S> <C> <C> <C>
15 $102.36 $105.83 $120.60

10 119.98 124.34 142.57

5 140.53 145.99 168.48
</TABLE>

Edition B
(Unisex)

On request Metropolitan will furnish Purchase Payments for other forms of
annuity, for annuities that provide benefits in event of the Annuitant's death
and/or surrender values before the Annuity Commencement Date, and for ages or
durations not shown above.

(6)

<PAGE>

EXHIBIT 4(b)(i)(A)

Filed with Post-Effective Amendment No. 15 to this Registration Statement on
Form N-4 on April 8, 1993.
<PAGE>

METLIFE (R)

METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
One Madison Avenue - New York, New York 10010-3690
in consideration of the deposits 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 issue date.

<TABLE>
- -------------------------------------------------------------------------
<S> <C>
GROUP ANNUITY CONTRACT NUMBER S123456789

ISSUE DATE June 1, 1992

DATE FIRST CONTRACT YEAR ENDS March 31, 1993

CONTRACTHOLDER Long Island Jewish Medical Center

PLAN Tax Deferred Retirement Plan

ADMINISTRATIVE FEE None
- -------------------------------------------------------------------------
</TABLE>

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. THE METLIFE STOCK INDEX DIVISION IS THE ONLY AVAILABLE SEPARATE ACCOUNT
INVESTMENT DIVISION AS OF THE ISSUE DATE. A description of this division is
included in the prospectus.

By: Long Island Jewish Metropolitan Life Insurance Company
Medical Center

___________________________________
Signature

___________________________________
Title

___________________________________ ___________________________________
Witness Registrar

___________________________________ ___________________________________
Date Date

___________________________________ ___________________________________
City and State City and State

PLEASE READ THIS CONTRACT CAREFULLY
See Index on Page 12

403(b) Non-Dividend Paying Cover Page

Form G.2989
<PAGE>

1. WHAT DO THE BASIC TERMS IN THIS CONTRACT MEAN?

"Account Balance" is the entire amount we hold under this Contract for
participants under the Plan. These amounts are nonforfeitable.

"Contract Year" for the first year is the period from the Issue Date until
the date specified on the cover page. Each new Contract Year is the 12
month period following the end of the last Contract Year.

"Code" means the United States Internal Revenue Code.

"Deposit" refers to money received in your Contract whether sent by you or
through a transfer or exchange.

"Designated Office" is the administrative office servicing your Contract.
It is currently the Pension and Savings Center, Metropolitan Life Insurance
Company, 1331 17th Street, Denver, Colorado 80201-1019. If we change it, we
will tell you.

"Funding Options" refers to the Metropolitan Series Fund, Inc. and any
other investment that we may designate which is available under this
Contract. As of the issue date, Metropolitan Series Fund, Inc. is the only
available Funding Option under this Contract. Metropolitan Series Fund,
Inc. is a series of mutual funds used only for insurance and annuity
contracts such as this one. The Metropolitan Series Fund, Inc. 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 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.

"Participant" is an employee of the Contractholder who is participating in
the Plan in accordance with its provisions and for whom money is deposited
under this Contract. A Participant may remain such after termination of
employment.

"Participant Account Balance" is the amount held by us on behalf of any
participant.

"We", "Us", and "Our" refer to MetLife.

"You", "Your", "Me", or "I" refer to the Contractholder, who may exercise
all rights under this Contract on behalf of or at the direction of
participants.

Form G.2989 1
<PAGE>

2. HOW DOES THE PLAN AFFECT THIS CONTRACT?

The Plan permits contributions to be deposited under a contract of this
type. This is a group 403(b) annuity contract which you as the employer
have entered into to provide participants with benefits under your Plan.
You have given us 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. You represent that the Plan meets the requirements under Section
403(b) of the Code and contains all legal provisions required to be
included in 403(b) arrangement documents. You represent that all rights
exercised under this Contract will be in accordance with the Plan.

We will maintain records of participant account balances. These records are
for recordkeeping purposes only and do not give the participant any rights
except to the extent provided by income plans described under item 14.

3. HOW MUCH MONEY CAN BE DEPOSITED UNDER THIS CONTRACT?

We will accept each amount you deposit on behalf of participants. The
amount being deposited on behalf of each participant must be clearly
identified.

Sections 403(b) and 415 of the Code limit the annual and aggregate amounts
that may be deposited in 403(b) contracts on behalf of participants. The
deposits permitted under this Contract on behalf of participants may not
exceed these limitations or the limitations in Section 402(g) of the Code
which apply to elective deferrals under this Contract and all other
contracts you have for participants.

4. WILL METLIFE ACCEPT TAX-DEFERRED AND AFTER-TAX DEPOSITS?

We will accept the following types of tax-deferred deposits made on behalf
of participants, which are not included in participants' gross income under
the Code at the time of contribution:

(a) Salary reduction elective deferrals--Deposits sent by you under a
-----------------------------------
salary reduction agreement with participants as described in Section
402(g)(3)(C) of the Code.

(b) Employer contributions--Deposits sent by you that are not salary
----------------------
reduction elective deferral contributions.

(c) 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.

Form G.2989 2
<PAGE>

5. DO FEDERAL INCOME TAX RULES OR THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
(ERISA) HAVE AN IMPACT ON THIS CONTRACT?

Yes, this Contract is subject to the requirements and restrictions
applicable to 403(b) annuity contracts under ERISA and the Code.

For example, Federal income tax rules provide:

(a) that amounts subject to the withdrawal restrictions of Code Section
403(b)(7)(A)(ii) which are transferred into this Contract on behalf of
a participant will continue to be subject to such withdrawal
restrictions; and

(b) that deposits under the Contract are generally not included in a
participant's gross income when contributed and, therefore, not
currently taxable. The earnings on these deposits are also not
currently taxable;

(c) that withdrawals attributable to salary reduction elective deferrals
and the earnings on those amounts on behalf of participants are
prohibited, unless certain exceptions apply; and

(d) that, subject to certain exceptions under the Code, at least a minimum
amount of the account balance must be withdrawn on behalf of
participants by April 1 of the calendar year following the year in
which the participant attained age 70 1/2.

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 the account balance held on behalf of a
participant under the Plan, if necessary, to maintain your Contract as a
403(b) annuity. If we make such refunds or payments, we will adjust the
account balance accordingly.

ERISA provides that the account balances of any participants who are
married are subject to certain spousal rights. In certain situations, as
described in the Plan, the spouse of a participant will have to provide
qualified consent to you before you can direct us to make benefit payments
to participants.

6. CAN WITHDRAWALS BE MADE FROM THIS CONTRACT BY YOU AT THE DIRECTION OF AND
ON BEHALF OF PARTICIPANTS?

Yes, but only to the extent permitted under Federal income tax rules and
ERISA and pursuant to a properly completed withdrawal request on a form
approved by us. No withdrawal will be permitted which is not in compliance
with the spousal consent requirements of the Code and ERISA, the withdrawal
restrictions of Sections 403(b) (11) and, where

Form G.2989 3
<PAGE>

applicable, 403 (b) (7) (A) (ii) of the Code. To request a withdrawal on
behalf of a participant, you may contact our designated office. Any
withdrawal request must: be signed by the participant; be approved by you,
except as otherwise provided by the Plan; and clearly state the participant
on whose behalf the withdrawal is being made. The minimum withdrawal is
$500 or the entire participant's account balance if less. No withdrawal
charges apply.

7. WHAT IS THE SEPARATE ACCOUNT AND HOW DOES IT OPERATE?

It is MetLife 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 use the Separate Account in connection with other contracts we
issue. Therefore, deposits from other contracts are added to the Separate
Account.

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 combine assets from the Separate Account as well as 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 money is put into an investment
division, we credit accumulation units. When money is taken out of the
investment division, we reduce the number of accumulation units. In either
case, the number of accumulation units gained or lost 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 $5,000 is transferred in for a participant, and the
value of an accumulation unit is $100, then 50 accumulation units will be
allocated to the participant's account. 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
Contract. This calculation results in a factor that we multiply the
previous accumulation unit value

Form G.2989 4
<PAGE>

by in order to determine the new accumulation unit value.

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 obtain your approval of the changes and, when
required by law, 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 add,
combine, or remove investment divisions in the Separate Account.

o To substitute, for the Funding Options shares held in any mutual fund
or portfolio, the shares of another class of the Metropolitan Series
Fund, Inc. or the shares of another funding option or 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.

Form G.2989 5
<PAGE>

8. CAN MONEY BE TRANSFERRED TO OTHER CONTRACTS?

Yes. An unlimited number of direct transfers of all or any portion of a
participant's account balance can be made for a participant between this
Contract and other 403(b) funding vehicles under the Plan. You can make a
direct transfer on behalf of a participant by telling us in a manner
acceptable to us. Amounts subject to the withdrawal restrictions in the
Code may only be transferred to contracts or accounts with the same or
stricter restrictions.

9. MAY THIS CONTRACT BE ASSIGNED, OR USED 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 if the
Plan is consolidated or merged with another plan.

10. ARE DIVIDENDS PAYABLE UNDER THIS CONTRACT?

No, this Contract is nonparticipating and does not share in any
distribution of our surplus.

11. ARE ADMINISTRATIVE FEES DEDUCTED FROM THIS CONTRACT?

No. We charge no administrative fees under this Contract. There is however
a risk charge under the Separate Account as referenced in item 7 for
general administrative expenses and mortality and expense risks.

12. HOW CAN I GET INFORMATION ABOUT THIS CONTRACT AND ITS VALUE?

At least quarterly while the Contract is in effect, we will send statements
to participants with details on deposits, values, withdrawals, and other
information about their participant account balances under this Contract.
We will send you a summary report of the statement information sent to
participants. If you need information at other times, please tell us.

Any time you have to tell us something on behalf of participants (e.g., to
request additional information, to make transfers, to change the allocation
for new deposits, 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.

Form G.2989 6
<PAGE>

13. DOES THIS CONTRACT CONTAIN ALL THE PROVISIONS AFFECTING MY RIGHT TO ACT ON
BEHALF OF OR AT THE DIRECTION OF PARTICIPANTS?

Yes. We will never contest the validity of this Contract. Changes in it may
only be made in writing by our President, Secretary or a Vice-President. No
provision may be waived or changed for us by any of our other employees,
representatives or agents.

14. CAN METLIFE GUARANTEE PERSONS ENTITLED TO PLAN BENEFITS WITH INCOME
PAYMENTS FOR AS LONG AS THEY LIVE?

Yes. We can make income payments guaranteed for life to persons entitled to
Plan benefits on a monthly, quarterly, semiannual or annual basis. These
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 IRS
limitations) 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 designate which occurs after the issue date provided you give
us at least 30 days advance notice. However, payments must commence no
later than the April 1st of the calendar year following the 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 you for you and the
participant 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 shall 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 shall apply.

15. 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 (as of the date of settlement) to the
participant's beneficiary.

The entire death benefit under this certificate must be distributed no
later than the end of the calendar year which

Form G.2989 7
<PAGE>

includes the fifth anniversary of the participant's death.

The participant's beneficiary may instead elect to have this amount applied
to purchase an income plan as described in item 14. 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. If Treasury Regulations allow, we may permit our payments to start
later. The payment period may not exceed the beneficiary's life or life
expectancy.

The death benefit for any participant is the greatest of:

a. The participant's account balance as of the date we receive proof of
death and a properly completed claim form or

b. The total deposits 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 deposit on behalf of that participant
occurred, less any later partial withdrawals.

16. WHO IS A PARTICIPANT'S BENEFICIARY AND MAY A PARTICIPANT'S BENEFICIARY
CHANGE?

A participant's beneficiary is the person or persons named by you on behalf
of and at the request of the participant. However, if the participant is
married, the participant's spouse must be the named beneficiary to the
extent required under Section 417 of the Code and Regulations unless there
has been qualified spousal consent to name someone else. The requirements
and form for obtaining spousal consent are described in the Plan. On behalf
and at the request of the participant, you may name a contingent
beneficiary who would become the beneficiary if all the beneficiaries die
before the participant does. If there are no beneficiaries or contingent
beneficiaries, or if none are alive at the participant's death, the
participant's spouse (if any) will be the participant's beneficiary or, if
none, the participant's estate will be the participant's beneficiary.

On behalf of a participant and at his or her request, you 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 if the participant is married. Ask our designated office
for our "Change of Beneficiary" form. The change will take effect as of the
date the form is signed, but no change will bind us until it is recorded at
our designated office which may be before or after the participant's death.

After the death of a participant and before income payments

Form G.2989 8
<PAGE>

start, subject to the provisions of the Code, you may exercise all rights
with respect to that participant's account balance on behalf of or at the
direction of the participant's beneficiary.

After income payments start, the annuitant may change the beneficiary for
any future guaranteed income payments if the designation of beneficiary was
not irrevocable. The person over whose life payment is being made cannot be
changed.

17. WHAT HAPPENS IF THE ANNUITANT DIES AFTER INCOME PAYMENTS START?

After we receive proof of death and a properly completed claim form, income
payments will continue to the 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 person
or entity.

After income payments start, we may require proof that the annuitant is
alive on the due date of each income payment.

18. WHAT INFORMATION MUST I FURNISH TO METLIFE FOR METLIFE TO PROVIDE INCOME
PAYMENTS TO PARTICIPANTS?

In addition to the type of income plan being chosen, the social security
number, date of birth, marital status and address of the annuitant,
beneficiary, and any survivor annuitant. We have the right to require proof
of dates of birth in a form that is satisfactory to us.

19. HOW ARE PAYMENTS UNDER INCOME PLANS CALCULATED?

Income plan payments under this Contract are calculated based on the rates
provided in the schedule below. MetLife may change these rates on or after
the first anniversary of the Issue Date by giving you 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 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.

Form G.2989 9
<PAGE>

<TABLE>
<CAPTION>
Annuitant's Amount per $1 Monthly
Exact Age Annuity Payment
--------- ---------------
<S> <C>
55 $212.44
60 $188.22
65 $162.33

Edition B
(Unisex)
</TABLE>

(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.

<TABLE>
<CAPTION>
Annuitants' Exact Ages
----------------------
Primary Survivor Amount per $ 1 Monthly
Annuitant Annuitant Annuity Payment
--------- --------- ---------------
<S> <C> <C>
55 60 $239.73
60 65 $216.25
65 65 $201.68

Edition B
(Unisex)
</TABLE>

(3) Life 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.

<TABLE>
<CAPTION>
Amount per $1 Monthly
Annuitant's Exact Age Annuity Payment
--------------------- ---------------
<S> <C>
55 $215.93
60 $193.75
65 $171.32

Edition B
(Unisex)
</TABLE>

On request, MetLife will furnish the rates for ages and forms of
annuity not shown.

20. WHAT ELSE SHOULD I KNOW ABOUT INCOME PLANS?

a. If, any time an annuity is bought, we make it available at a lower
cost under contracts in the class to which this Contract belongs, then
such lower cost will be applicable.

b. At the time annuity payments commence to the annuitant, we will issue
to the annuitant and deliver to you to give to the annuitant, a
certificate outlining the benefits payable under the annuity.

Form G.2989 10
<PAGE>

Any certificate or certificate rider issued under this Contract that
is certified in our name will be considered certified by us as fully
as if the signature of one of our officers appeared.

c. If we determine that any relevant fact relating to any annuity is
misstated, we will not pay more than we 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. MAY I DISCONTINUE THIS CONTRACT?

You may discontinue this Contract at any time by telling us. We may
discontinue this Contract at any time by giving you 90 days written notice.

22. WHAT PAYMENTS WILL BE MADE IF THIS CONTRACT IS DISCONTINUED?

Upon discontinuance, we will pay the account balance in a single payment to
one or more funding vehicles permitted under the Plan and designated by
you. Our total liability under this Contract will then cease (except for
any liability resulting from any prior breaches of this Contract).

Form G.2989 11
<PAGE>

INDEX

<TABLE>
<CAPTION>
Subject Q&A #(s) Page(s)
-------- -------- -------
<S> <C> <C>
Administrative Fees 11 6
Assignment 9 6
Beneficiary 16 8
Contract and Authority 13 7
Death Benefit 15,17 7,9
Definitions 1 1
Deposits 3,4 2,2
Discontinuance of Contract 21,22 11,11
Dividends 10 6
ERISA 5 3
Income Payments 14,18,20 7,9,10
Income Plan 19 9
Information We Give You 12 6
Plan Restrictions 2 2
Separate Account 7 4
Tax Rules 5 3
Transfers 8 6
Withdrawals 6 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.

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.

PLEASE READ THIS CONTRACT CAREFULLY

Form G.2989 12

<PAGE>

EXHIBIT (4)(B)(II)

Filed with Post-Effective Amendment No. 8 to this Registration Statement on Form
N-4 on April 24, 1989.
<PAGE>

[LOGO OF METROPOLITAN LIFE APPEARS HERE]

METROPOLITAN LIFE INSURANCE COMPANY
A Mutual Company Incorporated in New York State
One Madison Avenue--New York, New York 10010-3690

Metropolitan Life Insurance Company ("Metropolitan") certifies that, under and
subject to the terms and conditions of Group Annuity Contract No. 8299-7
("Contract") the Participant is covered for the benefits described in this
certificate as of the date Metropolitan accepts a payment on his or her behalf.

________________________________________________________________________________
Participant: SS # /Employee #:

________________________________________________________________________________
EGN: Certificate #: Certificate Issue Date:

________________________________________________________________________________

NOTICE: THE DOLLAR AMOUNT OF THE PAYMENTS DESCRIBED IN THIS CERTIFICATE THAT ARE
BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT IS NOT GUARANTEED AND
MAY INCREASE OR DECREASE.

10 DAY RIGHT TO EXAMINE CERTIFICATE
-----------------------------------

Please read this certificate carefully, and in particular the restrictions set
forth in Section 3. If you return this certificate to us within 10 days after
you receive it and request in writing that we cancel the certificate, we will do
so, and refund the payments made on your behalf to the Contract.

Form G.4278VM(TDA) SPECIMEN
<PAGE>

CONTENTS

<TABLE>
<CAPTION>
General Provisions Page
- ------------------ ----
<S> <C> <C>
1. Understanding This Certificate..................................... 2
2. Your Payments to Us................................................ 3
3. Withdrawals........................................................ 3
4. Administrative Charges............................................. 5
5. Buying Annuities................................................... 5
6. Transfers and Payments............................................. 6
7. Death Benefit...................................................... 7
8. Early Withdrawal Charge............................................ 8
9. Amount of Early Withdrawal Charge.................................. 9
10. Miscellaneous Provisions........................................... 10

Section A - Fixed Interest Account
- ----------------------------------
A1. Understanding Section A............................................ 11
A2. Maintenance of the Fixed Interest Account.......................... 11
A3. Interest........................................................... 12

Section B - Separate Account
- ----------------------------
B1. Understanding Section B............................................ 12
B2. Maintenance of the Separate Account................................ 14
Table of Guaranteed Accumulation Factors..................................... 16
Table of Life Annuity Rates.................................................. 17
</TABLE>

Form G.4278VM(TDA)
<PAGE>

GENERAL PROVISIONS
------------------

1. UNDERSTANDING THIS CERTIFICATE
------------------------------

This certificate consists of four sections: General Provisions, which
applies to both the Fixed Interest Account and the Separate Account;
Section A, which only applies to the Fixed Interest Account; Section B,
which only applies to the Separate Account; and Tables of Rates for
determining guaranteed benefits.

To make this certificate clear and easy to read, we have left out many
cross-references and conditional statements. Therefore, the provisions of
this certificate must be read as a whole. The definitions which apply to
both the Fixed Interest Account and the Separate Account appear below. The
definitions which apply only to the Fixed Interest Account or only to the
Separate Account appear in Sections A and B, respectively.

"Account Balance" refers to the entire amount we hold under the Contract on
your behalf.

"Administrative Charge" refers to the amount we withdraw from your Account
Balance to pay for expenses associated with your account.

"Annuitant" refers to a person for whom an annuity is bought under the
Contract .

"Designated Office" refers to our Home Office at One Madison Avenue, New
York, New York 10010-3690, or such other location or locations as we may
designate in place of our Home Office.

"Early Withdrawal Charge" refers to the amount we withdraw from your
Account Balance in connection with certain transfers and payments you
request.

"Employer" refers to an employer that is eligible to buy annuities for its
employees pursuant to Section 403(b) of the Internal Revenue Code ("Code")
and that has arranged with us to use the Contract for that purpose.

"Participant" refers to any employee of an Employer for whom we have
accepted a payment under the Contract so long as we continue to hold any
Account Balance on behalf of such employee.

"We," "us" and "our" refer to Metropolitan.

"You" and "your" refer to the Participant for whom this certificate is
issued.

Form G.4278VM(TDA) (2)
<PAGE>

2. YOUR PAYMENTS TO US
-------------------

We will accept under the Contract each amount contributed or transferred to
the Contract on your behalf that may, under the Code, be contributed or
transferred to the Contract. However, we have the right not to accept any
amount on your behalf if:

(a) the amount is less than $25 (we may change this amount), or (i) the
amount would result in more than $50,000 being allocated to the Fixed
Interest Account during any calendar month, or (ii) the amount would
result in more than $500,000 being allocated to the Separate Account
during any calendar month; or

(b) you are no longer employed by an Employer; or

(c) more than four years have passed since the date we accepted the last
payment on your behalf and your entire Account Balance is less than
$800; or

(d) we have not received your Employer's request to use the Contract for
you and we have not entered your name on our records; or

(e) we do not receive an initial payment on your behalf within 190 days
after you direct your Employer to use the Contract on your behalf.

You must tell us whether payments accepted under the Contract on your
behalf are to be added to the Fixed Interest Account or to the Separate
Account. If payments are to be added to the Separate Account, you must tell
us to which Investment Division of the Separate Account. You may divide
your payments between the Fixed Interest Account and the Investment
Divisions of the Separate Account, but the allocation must be by whole
percentages. You may change your allocation instructions as to future
payments by notice to us. The change will be effective 7 days after we
receive it, unless you specify a later date, which may not be more than 30
days after we receive it.

We will maintain records of the amount held in your Account Balance. We
will send you a statement of your Fixed Interest Account Balance and your
Separate Account Balance at least once in each 12 month period.

3. WITHDRAWALS
-----------

We will make withdrawals from your Fixed Interest Account Balance or
Separate Account Balance in an Investment Division in order to:

(a) pay Administrative and Early Withdrawal Charges;

(b) buy an annuity for you or, after your death, for your beneficiary;

(c) make transfers between the Fixed Interest Account and the Separate
Account in either direction, or make transfers among the Investment
Divisions of the Separate Account; and

(d) make payment to you, to another funding vehicle pursuant to Section
403(b) of the Code or, after your death, to your beneficiary.

Form G.4278VM(TDA) (3)
<PAGE>

Any direction for a withdrawal must be in a form acceptable to us. Any
withdrawal will completely discharge our liability for the amount
withdrawn.

There will be an Early Withdrawal Charge imposed on your Account Balance
for certain withdrawals that we make in order to make payments, or
transfers from the Fixed Interest Account to the Separate Account, unless
the withdrawals are exempt as described in Section 8. Whether or not there
is an Early Withdrawal Charge, you may be subject to a tax penalty on
certain withdrawals.

Any withdrawal from your Fixed Interest Account Balance will be made as of
the date we receive the direction to make the withdrawal, or as of any
later date specified in the direction, except that:

(i) if the date specified in the direction for the withdrawal is more
than 180 days after the date we receive the direction, or if you
die before the date specified, we will not make the withdrawal;

(ii) any other withdrawals taking effect before that date specified will
be made first;

(iii) if the withdrawal is made in order to transfer amounts to the
Separate Account, and a Valuation Period does not end on the date
as of which the withdrawal would normally be made, the withdrawal
will be made as of the next following date on which a Valuation
Period ends;

(iv) if the withdrawal is made to buy an annuity, the withdrawal will be
made as of the date the annuity is to be bought, subject to the
provisions of item (vi) of this paragraph;

(v) if the withdrawal is made to pay an Administrative Charge or to pay
you your entire Account Balance because it is less than $800, the
withdrawal will be made as of the date we determine; and

(vi) if we must be given due proof under Section 7 or Section 8(b), we
will make the withdrawal as of the date we receive it.

Any withdrawal from an Investment Division of the Separate Account will be
made as of the date the withdrawal would have been made had it been a
withdrawal from your Fixed Interest Account Balance, except that if such
date is not the end of a Valuation Period, the withdrawal will be deferred
until the next following date on which a Valuation Period ends, or, if an
annuity is to be bought, the withdrawal will be made as of the end of the
Valuation Period ending immediately before the date the annuity is to be
bought.

We will determine the value of the amount withdrawn from your Separate
Account Balance based on the value of an Accumulation Unit for the date as
of which the withdrawal is made.

Form G.4278VM(TDA) (4)
<PAGE>

As required by applicable insurance law, we reserve the right to defer the
payment of any withdrawal from the Fixed Interest Account Balance for up to
six months. We do not currently anticipate doing so.

Effective January 1, 1989:

(a) if you did not attain age 70 1/2 before January 1, 1988, withdrawal of
your Account Balance and payments made to you may begin no later than
April 1 of the year following the year in which you attain age 70 1/2.

(b) if you have attained age 70 1/2 before January 1, 1988, withdrawal of
your Account Balance and payments made to you may begin no later than
April 1 of the year following the later of (i) the year in which you
attain age 70 1/2, or (ii) the year in which you retire.

4. ADMINISTRATIVE CHARGES
----------------------

Once each calendar year we will withdraw a $15 annual Administrative Charge
from your Fixed Interest Account Balance and a $15 annual Administrative
Charge from your Separate Account Balance. The Administrative Charge will
be prorated for each month, or part of a month, in which you have an
Account Balance. If your entire Account Balance is withdrawn to make
payment to you or to another funding vehicle, your Account Balance will be
reduced by the amount of any unpaid Administrative Charge before we make
the withdrawal. Any such charge will be in addition to any Early Withdrawal
Charge.

The withdrawal from your Separate Account Balance will be divided equally
among the various Investment Divisions in which you are participating on
the day the charge is withdrawn. In no event will the Administrative Charge
ever reduce your Fixed Interest Account Balance to less than an amount
equal to your payments which were added to your Fixed Interest Account
Balance, plus 3% interest for the periods such amounts are in your Fixed
Interest Account Balance, less any amounts withdrawn (other than to pay
Administrative Charges) from your Fixed Interest Account Balance.

We may change the Administrative Charge on any August 1st upon 90 days
notice to you.

5. BUYING ANNUITIES
----------------

You, or your beneficiary after your death, may withdraw your entire Account
Balance to buy an annuity from us. There will be no Early Withdrawal
Charge. An annuity may not be bought with only part of your Account
Balance. The annuity may be on any of the forms of annuity that we make
available. The amount withdrawn to buy the annuity will be reduced by any
applicable premium taxes. However, if the monthly rate of an annuity would
be less than $20 (regardless of whether or not monthly annuity payments
were elected) we may refuse to make the annuity purchase. We may instead
pay to the proposed purchaser the amount we would otherwise have used to
buy the annuity, before any reduction for premium taxes.

If you buy an annuity, it must begin not less than 30 nor more than 180
days after we receive all the information that we require. If your

Form G.4278VM(TDA) (5)
<PAGE>

beneficiary buys an annuity, it will begin on the date we receive due proof
of your death. If we receive said due proof more than one year after your
death, no annuity may be bought. In no case will the annuity begin later
than the Annuitant's 75th birthday subject to the provisions of the next
following paragraph.

Effective January 1, 1989:

(a) if you did not attain age 70 1/2 before January 1, 1988, your annuity
may begin no later than April 1 of the year following the year in
which you attain age 70 1/2.

(b) if you have attained age 70 1/2 before January 1, 1988, your annuity
may begin no later than April 1 of the year following the later of (i)
the year in which you attain age 70 1/2, or (ii) the year in which you
retire.

We have established certain rates for buying annuities. An illustration
appears on page 17. If, when an annuity is bought, our rates for buying
annuities under other contracts in the same class as the Contract are more
favorable than these guarantees, we will use the more favorable rates.

If you ask us we will tell you what forms of annuity we have available at
any time, what our rates are for buying annuities, and tell you more about
the annuities. In any case, the duration of an annuity will never exceed
the following periods:

(a) the Annuitant's life, if a life annuity is bought;

(b) the lives of the Annuitant and his or her survivor Annuitant, if a
joint and survivor life annuity is bought; or

(c) the life expectancy of the Annuitant or the joint and last survivor
life expectancies of the Annuitant and his or her beneficiary if a
term certain is bought.

Life expectancy will be determined under applicable Income Tax Regulations
at the time the annuity is bought.

In no event, however, will this paragraph be used to restrict or reduce any
final payments to be made at an Annuitant's death.

The Annuitant will receive a certificate from us to describe his or her
rights and benefits under the annuity.

6. TRANSFERS AND PAYMENTS
----------------------

You may direct us at any time to withdraw all, a specified whole percentage
or a specified dollar amount of your Fixed Interest Account Balance or
Separate Account Balance in an Investment Division in order to:

(a) make a payment to you; or

(b) make payments to other funding vehicles pursuant to Section 403(b) of
the Code; or

Form G.4278VM(TDA) (6)
<PAGE>

(i) from your Fixed Interest Account Balance to the Separate
Account;

(ii) from your Separate Account Balance to the most recently set up
subpart in the Fixed Interest Account; or

(iii) from one Investment Division to one or more other Investment
Divisions in the Separate Account;

provided that not more than a total of 12 transfers may be made in any
calendar year. There will be no Early Withdrawal Charge for a transfer
other than a transfer from your Fixed Interest Account Balance to the
Separate Account.

The amount withdrawn from your Fixed Interest Account Balance must be at
least $1,000 unless the direction applies to your entire Fixed Interest
Account Balance, or applies only to amounts withdrawn from a subpart on or
within 30 days after its Maturity Date. The amount withdrawn from your
Separate Account Balance must be at least $250 unless the direction applies
to your entire balance maintained in an Investment Division of the Separate
Account.

We have the right to withdraw your entire Account Balance and pay it to
you, less any Administrative and Early Withdrawal Charges, in full
settlement of our liability to you under the Contract if (i) more than four
years have passed since the date we accepted the last payment on your
behalf and (ii) your entire Account Balance is less than $800, or would be
less than $800 after a withdrawal that you had requested.

7. DEATH BENEFIT
-------------

If you die before you buy an annuity, we will pay the greater of (1) your
entire Account Balance, or (2) the total payments made less partial
withdrawals, in a single sum to your beneficiary after we receive due proof
of death and appropriate directions as to the disposition of your entire
Account Balance. For this purpose, the Account Balance will be valued as of
the date we receive proof of death. Payment must be made within five years
of your date of death. However, your beneficiary may choose to buy an
annuity for himself or herself. In either case there will be no Early
Withdrawal Charge.

Solely for the purpose of applying the requirements of this Section 7 if

(i) any part of your Account Balance is payable to your beneficiary,

(ii) such part is being distributed (in accordance with Treasury
Regulations) over the life, or over a period not exceeding the life
expectancy of such beneficiary, and

(iii) such distribution begins not more than one year after your date of
death (or such later date allowed by Treasury Regulations),

then the part being distributed to your beneficiary (even though, in fact,
it is being distributed over an extended period) will be treated as

Form G.4278VM(TDA) (7)
<PAGE>

though it were distributed in whole on the day on which such distribution
begins. However, if your beneficiary is your spouse the limitations of this
paragraph will be applied by treating the surviving spouse as the
Participant.

If payments have begun under an annuity and you die before your entire
interest has been distributed, the remaining portion, if any, of such
interest must be distributed at least as rapidly as under the method of
distribution being used as of the date of your death.

If you die after you buy an annuity, whether or not payments will continue
after your death depends upon which annuity option you have chosen.

8. EARLY WITHDRAWAL CHARGE
-----------------------

An Early Withdrawal Charge will be withdrawn from your Account Balance in
connection with withdrawals made (i) to make payment to you, or (ii) to
make payment to another funding vehicle, or (iii) to make a transfer from
your Fixed Interest Account Balance to the Separate Account. However, no
Early Withdrawal Charge will apply:

(a) to amounts withdrawn:

(i) from the Fixed Interest Account Balance on or after the date you
have reached age 69.

(ii) from the Separate Account Balance on or after the date you have
been a Participant for at least 7 full, uninterrupted years.

(b) if you request payment to yourself of your entire Account Balance and
give us due proof that you are then totally disabled as defined in the
Federal Social Security Act (whether or not you are covered by Social
Security).

(i) you have made no previous withdrawal from any part of your
Account Balance during the current calendar year other than any
transfers within the Separate Account or from the Separate
Account to the Fixed Interest Account, and

(ii) no more than 10% of your Fixed Interest Account Balance and/or
10% of your Separate Account Balance in any Investment Division
is being withdrawn. If more than 10% of your Fixed Interest
Account Balance or your Separate Account Balance in any
Investment Division is withdrawn from it, the Early Withdrawal
Charge will apply to the amounts withdrawn that exceed 10%, if
otherwise applicable. In calculating the 10% we will not include
any amount withdrawn from a subpart of the Fixed Interest Account
on or within 30 days after its Maturity Date.

Form G.4278VM(TDA) (8)
<PAGE>

(d) to any amount withdrawn from a subpart of the Fixed Interest Account
on or within 30 days after its Maturity Date (if a transfer would have
been made on or within 30 days after a Maturity Date except for the
fact that the date it would have been made on was not the end of a
Valuation Period, no Early Withdrawal Charge will apply to the amount
transferred).

9. AMOUNT OF EARLY WITHDRAWAL CHARGE
---------------------------------

The Early Withdrawal Charge will be determined separately for the Fixed
Interest Account Balance and for each Investment Division of the Separate
Account. The Early Withdrawal Charge is equal to:

(a) that part of the amount used to make the transfer or payment that is
not exempt from the Early Withdrawal Charge, multiplied by

(b) the applicable factor from Column I of the applicable table below,

but only if your Fixed Interest Account Balance or Separate Account Balance
in that Investment Division, as the case may be, remaining after the
withdrawal is at least equal to the Early Withdrawal Charge. In such case
we will make the transfer or payment you directed, and then withdraw the
Early Withdrawal Charge from the remaining Fixed Interest Account Balance
or Separate Account Balance in that Investment Division, as appropriate.

If the balance, if any, that would have remained after the transfer or
payment you directed is less than the Early Withdrawal Charge described in
the preceding paragraph (i.e., there would not be enough left to pay the
charge), we will instead withdraw from your Fixed Interest Account Balance
or that Investment Division, as appropriate, to make the transfer or
payment you directed, both:

(a) any amounts exempt from the Early Withdrawal Charge and any applicable
Administrative Charges; and

(b) an amount equal to the remaining Fixed Interest Account Balance or
Separate Account Balance in that Investment Division, as applicable,
divided by the applicable factor from Column II of the applicable
table below.

We will then withdraw the remaining Fixed Interest Account Balance or Separate
Account Balance in that Investment Division, as applicable, as the Early
Withdrawal Charge.

FIXED INTEREST ACCOUNT BALANCE TABLE
------------------------------------
<TABLE>
<CAPTION>
Your Age at Withdrawal Column I Column II
---------------------------- -------- ---------
<S> <C> <C>
less than 63 .07 1.07
At least 63 but less than 64 .06 1.06
At least 64 but less than 65 .05 1.05
At least 65 but less than 66 .04 1.04
At least 66 but less than 67 .03 1.03
At least 67 but less than 68 .02 1.02
At least 68 but less than 69 .01 1.01
69 or more .00 1.00
</TABLE>

Form G.4278VM(TDA) (9)
<PAGE>

SEPARATE ACCOUNT BALANCE TABLE
------------------------------

<TABLE>
<CAPTION>
Your Full, Uninterrupted
Years of Participation
at Withdrawal Column I Column II
-------------------------- -------- ---------
<S> <C> <C>
less than 3 .07 1.07
At least 3 but less than 4 .06 1.06
At least 4 but less than 5 .05 1.05
At least 5 but less than 6 .04 1.04
At least 6 but less than 7 .02 1.02
7 or more .00 1.00
</TABLE>

The total of all Early Withdrawal Charges with respect to your Separate
Account Balance will never exceed 8% of all of the contributions to your
Separate Account Balance.

10. MISCELLANEOUS PROVISIONS
------------------------

Dividends - The Fixed Interest Account portion of the Contract is
participating. We do not expect to declare dividends; however, we will
determine this each year, and if there are any dividends, we will tell you
and will equitably apportion them among all the Participants based on their
respective Fixed Interest Account Balances.

Beneficiary - You may change your designation of beneficiary, or an
Annuitant may change his or her designation of beneficiary, by notice to
us. Upon our receipt of the notice the change will take effect as of the
date the notice was signed, but without prejudice to us on account of any
payment we made before we received the notice or so soon after such receipt
that payment could not reasonably be stopped. If you or the Annuitant names
more than one beneficiary and does not specify the respective interests of
each beneficiary, the beneficiaries will be paid in equal shares. If one of
several beneficiaries dies before you or the Annuitant, any amounts payable
on your death or the death of the Annuitant will be paid to the surviving
beneficiaries.

If there is no surviving beneficiary at your death or the death of an
Annuitant, the amount then payable will be paid to your estate or the
estate of the Annuitant, as the case may be.

The Contract - The Contract is the entire contract between the parties. If
you ask us, we will send you a copy of the Contract. No sales
representative or other person, except one of our authorized officers, may
make or change any contract or certificate or make any binding promises
about any contract or certificate. Any amendment, modification or waiver of
any provision of the Contract or any certificate must be in writing and may
be made effective on our behalf only by one of our authorized officers.

Non-Assignability - This certificate is non-transferable and cannot be
sold, assigned, discounted or pledged as collateral for a loan or as
security to any person.

Form G.4278VM(TDA) (10)
<PAGE>

Nothing in the Contract invalidates or impairs the rights given to you by
this certificate or by the insurance laws of your state. The amounts
payable to you under the Contract are at least equal to the minimums
required by any applicable law.

Communications - All communications to us must be in writing. All payments
and communications to us must be directed to our Designated Office. We will
not be deemed to have received a payment or communication until it is
received at the Designated Office. We may, but need not, set up procedures
for certain communications to be received by telephone or by other non-
written means. If we do so, they will be deemed to have been received by us
when actually received in accordance with such procedures.

If necessary to preserve its status as an annuity and comply with Section
72(s) and 403(b) of the Internal Revenue Code, as amended from time to
time, we have the right to (i) interpret the provisions of this certificate
in a manner which we believe is consistent with the statute and with
applicable Treasury Regulations (if and when they are promulgated) and (ii)
change the provisions of this certificate at any time without your consent.
We will promptly give you a certificate rider with the changed provisions.

SECTION A - FIXED INTEREST ACCOUNT
----------------------------------

A1. UNDERSTANDING SECTION A
-----------------------

"Fixed Interest Account" refers to the account under the Contract to which
we will add the payments we accept that you allocate to the Fixed Interest
Account. The Fixed Interest Account is part of our general account.

"Fixed Interest Account Balance" refers to that part of your Account
Balance that is held in the Fixed Interest Account.

"Maturity Date" refers to the date through which we guarantee a specified
interest rate on amounts while in a particular subpart of the Fixed
Interest Account.

A2. MAINTENANCE OF THE FIXED INTEREST ACCOUNT
-----------------------------------------

The Fixed Interest Account consists of subparts we set up under the
Contract. We set up a subpart in the Fixed Interest Account as of January
18, 1988 and will set up each new subpart periodically after that date. We
will specify the Maturity Date of each subpart before we set it up. The
Maturity Date of each subpart is the December 31st of the first, second,
third or fourth calendar year, as we specify, following the calendar year
as of which we set up the subpart.

Each amount to be added to the Fixed Interest Account will be added to the
most recently set up subpart as of the date that we accept it or that it is
transferred to the Fixed Interest Account.

Form G.4278VM(TDA) (11)
<PAGE>

On the day after the Maturity Date of a subpart we will transfer all the
money in that subpart to the most recently established subpart. If you do
not want your payments transferred into the new subpart, you may transfer
them to the Separate Account or withdraw them, if you tell us before the
old subpart's Maturity Date.

Any partial withdrawal from your Fixed Interest Account Balance will be
made first from any subpart whose Maturity Date is the date the withdrawal
is made, and then from the most recently set up subparts in reverse order
of the dates on which they were established. Transfers which would have
been made on a Maturity Date but for the fact that the Maturity Date was
not the end of a Valuation Period will be deemed to have been made on the
Maturity Date for purposes of this section.

A3. INTEREST
--------

We will credit interest on amounts while held in a subpart at a daily
compound rate for the period from the date of addition to the subpart up
to, but not including, the date of withdrawal from such subpart.

Before we set up each new subpart we will determine the rate of interest
that we will credit on amounts while in such subpart. The rate of interest
will remain in effect without change from the date we set up the subpart to
the Maturity Date of the subpart.

We will not credit less than 3% interest on amounts in any subpart. An
illustration of the accumulation factors guaranteed by us for determining
your minimum Fixed Interest Account Balance appears on page 16.

SECTION B - SEPARATE ACCOUNT
----------------------------

B1. UNDERSTANDING SECTION B
-----------------------

"Separate Account" means Metropolitan Life Separate Account E. This is an
investment account established and maintained by us, separate from our
general account or other separate accounts. We will add to the Separate
Account the payments we accept under the Contract that you allocate to the
Separate Account. Amounts may also be allocated to the Separate Account
pursuant to certain other contracts of Metropolitan as we may determine.

We own the assets in the Separate Account. Assets equal to the reserves and
other liabilities of the Separate Account will not be charged with
liabilities that arise from any other business we conduct. We may from time
to time transfer to our general account assets in excess of such reserves
and liabilities.

Income and realized and unrealized gains or losses from assets in the
Separate Account are credited to or charged against the Separate Account
without regard to our other income, gains or losses.

The Separate Account will be valued at the end of each Valuation Period.

Form G.4278VM(TDA) (12)
<PAGE>

"Separate Account Balance" refers to that part of your Account Balance that
is held in the Separate Account.

A "Valuation Period" is the period between two successive valuations of the
assets in the Separate Account. Valuations will be made once each day that
the New York Stock Exchange is open for trading. We reserve the right, on
30 days notice, to change the basis for such Valuation Period, as long as
the new basis is not inconsistent with applicable law.

The "Investment Divisions" are part of the Separate Account. Each division
holds a separate class (or series) of stock of a designated investment
company. Each class of stock represents a separate portfolio in the
investment company.

We will maintain the Separate Account in Investment Divisions corresponding
to the separate portfolios in the investment company. Currently there are
seven available Investment Divisions corresponding to the seven portfolios
of the Metropolitan Series Fund, Inc. (the "Fund"), namely the Growth
Portfolio, the Income Portfolio, the Money Market Portfolio, the
Discretionary Portfolio, the GNMA Portfolio, the Aggressive Growth
Portfolio (effective April 29, 1988) and the Equity Income Portfolio
(effective April 29, 1988). These Investment Divisions and portfolios are
described below.

Division 1 - Growth Portfolio - The investment objective of this portfolio
is 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.

Division 2 - Income Portfolio - The investment objective of this portfolio
is to achieve the highest possible total return, by combining
current income with capital gains, consistent with prudent
investment risk and the preservation of capital, by investing
primarily in fixed-income, high-quality debt securities.

Division 3 - Money Market Portfolio - The investment objective of this
portfolio is to achieve the highest possible current income
consistent with the preservation of capital and maintenance of
liquidity, by investing primarily in short-term money market
instruments.

Division 4 - Discretionary Portfolio - The investment objective of this
portfolio is 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.

Form G.4278VM(TDA) (13)
<PAGE>

Division 5 - GNMA Portfolio - The investment objective of this portfolio is
to achieve a high level of current income while attempting to
preserve liquidity and safety of principal, by investing in
mortgage-related securities, predominantly those issued by the
Government National Mortgage Association, and other debt
securities.

Division 6 - Aggressive Growth Portfolio - The investment objective of this
portfolio is 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.

Division 7 - Equity Income Portfolio - The investment objective of this
portfolio is to provide a high level of current income and,
secondarily, long-term growth of capital by investing
primarily in common stocks offering above-average dividend
yields and in equity and debt securities convertible into or
carrying the right to acquire common stocks.

Investment returns will reflect fluctuations in market value of securities.
The current Fund prospectus should be consulted for a complete description
of the Fund and the designated portfolios.

An "Accumulation Unit" is the unit of measurement used in determining the
value of amounts held in the Investment Divisions.

An "Investment Experience Factor" is a factor used to measure changes in
each Investment Division's investment experience during a Valuation Period.
The investment experience of an Investment Division is determined as of the
end of each Valuation Period.

B2. MAINTENANCE OF THE SEPARATE ACCOUNT
-----------------------------------

We maintain our records of amounts in the various Investment Divisions in
the Separate Account in terms of Accumulation Units. The value of an
Accumulation Unit in an Investment Division for a Valuation Period is
determined as of the end of such Valuation Period by multiplying the
previous Accumulation Unit value by that Investment Division's Investment
Experience Factor for the Valuation Period. We initially established the
value of an Accumulation Unit in each Investment Division at $10.

Any amount to be added to an Investment Division of the Separate Account
will be added to it as of the end of the Valuation Period during which we
accepted it or during which it was transferred to such Investment Division.
We will determine the number of Accumulation Units of an Investment
Division that are purchased by an amount accepted for addition to such
Investment Division by dividing that amount by the value of an Accumulation
Unit in such Investment Division for the Valuation Period during which we
accept payment of such amount or during which such amount is transferred to
such Investment Division.

Form G.4278VM(TDA) (14)
<PAGE>

We reserve the right to defer any addition to or withdrawal from an
Investment Division during any period when the New York Stock Exchange is
closed (other than customary weekend and holiday closings), or an emergency
exists which makes disposal or valuation of assets in the Separate Account
not reasonably practicable, or the Securities and Exchange Commission
determines that securities trading is restricted or permits such deferral.

As of the end of each Valuation Period we use an Investment Experience
Factor to measure changes in each Investment Division's investment
experience during a Valuation Period.

We determine the Investment Experience Factor for a Valuation Period in
each Investment Division as follows:

(a) First, we take the net asset value per investment company share at the
end of the current Valuation Period.

(b) Next, we add the per share amount of any dividend or capital gain
distribution paid by the investment company during the current
Valuation Period.

(d) We divide this amount by the net asset value per investment company
share at the end of the preceding Valuation Period.

(e) Finally, we subtract from this result a charge for each day in the
Valuation Period. This daily charge will not exceed .000040792.

We have the right to make changes in the Contract relating to the Separate
Account. Any change will be made only to the extent permitted by applicable
laws. If any change results in a material change in the underlying
investments of an Investment Division to which your contributions are
allocated, we will notify you. You will then have the option to make a new
choice of Investment Divisions.

Form G.4278VM(TDA) (15)
<PAGE>

TABLE OF GUARANTEED ACCUMULATION FACTORS
----------------------------------------
<TABLE>
<CAPTION>
Guaranteed Accumulation Factors
Number of Complete Years for Determining Minimum
from Date We Accept Payment Fixed Interest Account Balance
--------------------------- ------------------------------
<S> <C>
1 1.03000000
2 1.06090000
3 1.09272700
4 1.12550881
5 1.15927407
6 1.19405230
7 1.22987387
8 1.26677008
9 1.30477318
10 1.34391638
11 1.38423387
12 1.42576089
13 1.46853371
14 1.51258972
15 1.55796742
16 1.60470644
17 1.65284763
18 1.70243306
19 1.75350605
20 1.80611123
</TABLE>

The portion of your minimum Fixed Interest Account Balance resulting from
any payment accepted will be determined by multiplying the payment amount
by an applicable guaranteed accumulation factor. The guaranteed
accumulation factor applied to each payment will depend on the time which
has elapsed since the date the payment was accepted. Guaranteed
accumulation factors at whole year intervals are illustrated above. Any
withdrawal(s), other than to pay Administrative Charges, will be charged
against your minimum Fixed Interest Account Balance in a similar manner,
depending on the date(s) withdrawn.

The interest rate used to determine guaranteed accumulation factors is an
effective annual rate of 3 percent.

This table illustrates factors used to determine your minimum Fixed
Interest Account Balance. Your actual Fixed Interest Account Balance is
guaranteed to equal or exceed the minimum balance calculated by the above
method.

On request we will provide guaranteed accumulation factors not shown.

Form G.4278VM(TDA) (16)
<PAGE>

TABLE OF LIFE ANNUITY RATES
---------------------------

Under this form of annuity we will make monthly payments to the Annuitant
from the commencement date of the annuity, if the Annuitant is then living,
to the date of the last payment before the Annuitant's death. No payments
will be made after the Annuitant's death. Annuity payments will instead be
made quarterly, semi-annually or annually, if requested by the Annuitant,
and in such case the amount shown below will be appropriately adjusted .

<TABLE>
<CAPTION>
Annuitant's Exact
Age on Date of Monthly Annuity Payment
Purchase of Annuity per $1000 of Consideration
------------------- --------------------------
<S> <C>
55 $3.85
56 3.91
57 3.98
58 4.05
59 4.12
60 4.19
61 4.27
62 4.36
63 4.45
64 4.54
65 4.64
66 4.75
67 4.86
68 4.99
69 5.11
70 5.25
</TABLE>

Values not shown will be computed by the same method as that used for the
values shown and will be furnished on request.

The amount shown is the minimum monthly income we will pay under a life
annuity if the annuity payments begin at the ages shown above. The
mortality and interest basis is the 1983 Table A Metropolitan Unisex
Adjusted with interest at 3% and loaded 2 1/2%.

Form G.4278VM(TDA) (17)
<PAGE>

EXHIBIT (4)(b)(iii)

Filed with Post-Effective Amendment No. 9 to this
Registration Statement on Form N-4 on March 1, 1990.
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated in New York State)
will pay the benefits of this certificate according to its provisions

MULTIFUNDED ANNUITY CERTIFICATE
A Flexible Payment Deferred Annuity Certificate which:
. Includes A Cash Withdrawal Value
. Includes A Monthly Life Annuity
. Provides A Death Benefit Prior to Retirement
. Is Not Eligible for Dividends

- --------------------------------------------------------------------------------
SPECIFICATIONS

NUMBER S123456789

CERTIFICATE DATE MARCH 15, 1990

PARTICIPANT JOHN SMITH
- --------------------------------------------------------------------------------

ALL VALUES PROVIDED BY THIS CERTIFICATE WHICH ARE BASED ON THEINVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE ANDARE NOT GUARANTEED AS TO
AMOUNT.

AVAILABLE SEPARATE ACCOUNT INVESTMENT DIVISIONS AS OF THE CERTIFICATE DATE ARE:

. Division 1 Growth Division
. Division 2 Income Division
. Division 3 Diversified Division
. Division 4 Aggressive Growth Division
. Division 5 Stock Index Division

A DESCRIPTION OF EACH OF THESE DIVISIONS IS INCLUDED IN THE PROSPECTUS.

PLEASE READ THIS CERTIFICATE CAREFULLY
See Table of Contents on Page 1

10-DAY RIGHT TO EXAMINE CERTIFICATE
You may return this 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 cancelled from its
certificate date. We will refund any deposits you have made into the
certificate.
Cover Page

Form G.4333 VM (TDA-1)
<PAGE>

TABLE OF CONTENTS
-----------------

<TABLE>
<CAPTION>
Page
----
<S> <C>
SPECIFICATIONS.........................................................Cover

10-DAY RIGHT TO EXAMINE CERTIFICATE....................................Cover

SECTION 1--DEFINITIONS.....................................................3

SECTION 2--GENERAL.........................................................6

A. Standard Provisions...................................................6
-------------------
* Is this my entire contract and may it be contested?..............6
* Can this certificate be changed?.................................6
* Are dividends payable under this certificate?....................6
* How can I get information about my certificate and
its value?.......................................................6
* How should I notify Metropolitan?................................6
* May I assign this certificate, or use its value as
collateral for a loan?...........................................6
* Does this certificate qualify as an Tax Sheltered
Annuity?.........................................................6
* How does the Code affect my Certificate?.........................7
* What special rules apply if deposits to my
certificate are made under a 403(b) plan subject
to ERISA?........................................................8
* What is qualified consent and when is it required?...............8

B. Deposits..............................................................9
--------
* When and where may annuity deposits be made?.....................9
* How much money can be deposited under my
certificate?.....................................................9
* Will Metropolitan accept tax-deferred and after-tax
Deposits?........................................................9
* When are deposits credited to the Account?.......................9
* How are deposits allocated?.....................................10
* Can my certificate be cancelled if deposits are
not made?.......................................................10

C. Transfers............................................................10
---------
* Can money be transferred between Accounts?......................10

D. Administrative Fees..................................................10
-------------------
* Are administrative fees deducted from my
certificate?....................................................10

E. Cash Withdrawals.....................................................11
----------------
* Can I make cash withdrawals.....................................11
* Is there a charge for making a withdrawal?......................11
* Example of a partial withdrawal.................................12
* Example of a full withdrawal....................................12
</TABLE>

Form G.4333 VM (TDA-1) 1
<PAGE>

<TABLE>
<S> <C>
F. Loans.................................................................13
-----
* May I borrow money against my certificate?.......................13

G. Changes to Beneficiaries..............................................14
------------------------
* May the beneficiary be changed?..................................14

H. Death Benefits........................................................14
--------------
* What happens if I die before income payments
start?...........................................................14
* How is the death benefit calculated?.............................15

SECTION 3--FIXED INTEREST ACCOUNT..........................................16
* How is interest credited to my Fixed Interest
Account..........................................................16

SECTION 4--SEPARATE ACCOUNT................................................17
* What is the Separate Account?....................................17
* How does the Separate Account operate?...........................17
* Can the Separate Account be changed?.............................18

SECTION 5--INCOME PAYMENTS.................................................19
* Can Metropolitan guarantee me income as long as I
live?............................................................19
* Can I arrange for a specific income plan for my
beneficiary to take effect after I die?..........................19
* What happens if the annuitant dies after income
payments start?..................................................19
* How are income payments that are guaranteed
for life calculated?.............................................20

TABLE OF VALUES............................................................21

NOTICE.....................................................................22
</TABLE>

Form G.4333 VM (TDA-1) 2
<PAGE>

SECTION 1--DEFINITIONS
----------------------

What do various terms in my certificate mean?
- ---------------------------------------------

"Account Balance" It is the entire amount we hold under
this certificate for you.

"Accumulation Unit" The unit of measurement used in
determining the value of amounts held in
the investment divisions of the Separate Account.

"Beneficiary" The person or persons you name to receive death
proceeds when you die. You may name a contingent
beneficiary to become the beneficiary if all
beneficiaries die. Payment to more than one
beneficiary or more than one contingent
beneficiary will be in equal shares, unless you
tell us otherwise.

"Cash Withdrawal Value" The amount available to you after any
early withdrawal charges have been deducted.

"Certificate Year" Certificate year is measured from the certificate
date and continues for 12 months. Each new
certificate year begins on the anniversary date.
For example, if the certificate date is May 15,
1995, the first certificate year ends May 14, 1996
and the second certificate year begins May 15,
1996. The certificate anniversary will be May
15th.

"Code" The Internal Revenue Code as it now exists or is
later amended.

"Deposits" Your payments to us under this annuity
certificate.

"Deposit Year" The initial period during which a declared
interest rate for the Fixed Interest Account is
credited on each deposit and each following one
year period.

Form G.4333 VM (TDA-1) 3

<PAGE>

"Designated Office" The administrative office servicing your
certificate. It is, currently, the Pension and
Savings Center, Metropolitan Life Insurance
Company, One Madison Avenue, New York, N.Y. 10010.
If we change it, we will tell you.

"Employer Contributions" These are deposits sent by your employer that are
not salary reductions.

"ERISA Plan" Your employer's plan that is subject to the
Employee Retirement Income Security Act (ERISA).
If your certificate is issued under an ERISA plan
refer to page 8.

"Fund" The Metropolitan Series Fund Inc., which is a
mutual fund for which we are the investment
manager. It is used only for insurance and annuity
contracts such as this one. It is divided into
portfolios each of which has its own investment
objectives.

"Investment Divisions" Each investment division is part of the Separate
Account and 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
certificate for services and benefits we provide.
The cover page shows the available divisions.
We will tell you about any changes.

"Qualified Joint and An income plan providing annuity payments for
Survivor Annuity" your life with survivor annuity payments for the
life of your spouse which are 50% of the amount
payable during the joint lives of you and your
spouse. If your certificate is issued under an
ERISA plan, and you have a spouse, income plans
must be on a joint and survivor basis.

Form G.4333 VM (TDA-1) 4
<PAGE>

"Required Salary These are deposits sent by your employer as
Reduction Non-Elective deducted from your salary under an irrevocable
Deferrals" election you made at the time you initially became
eligible to participate.

"Salary Reduction These are deposits sent by your employer as
Elective Deferrals" deducted from your salary under a salary reduction
agreement with you.

"Transfers" Deposits resulting from the tax-free transfer of
other 403(b) contracts. Interest rates may be
different from those for other deposits.
Withdrawal charges will apply for seven years.

"We", "Us", and" Our" Metropolitan Life Insurance Company.

"You", "Your", "Me", The participant under this certificate. The person
"My" OR "I" who may exercise all rights under this
certificate.

Form G.4333 VM (TDA-1) 5

<PAGE>

SECTION 2--GENERAL
------------------

A. STANDARD PROVISIONS

Is this my entire contract and may it be contested?
- ---------------------------------------------------

This certificate together with any riders and endorsements included in it make
up your entire contract with us. This certificate is established for the
exclusive benefit of you and your beneficiary. We will never contest the
validity of this certificate.

How can this certificate be changed?
- ------------------------------------

A change or waiver of any provision in this certificate may only be made in
writing by our President, Secretary, or a VicePresident. None of our other
employees, representatives or agents can do this.

Are dividends payable under this certificate?
- ---------------------------------------------

No, dividends are not paid under this certificate.

How can I get information about my certificate and its value?
- -------------------------------------------------------------

At least twice each certificate year, before income payments start, we will send
you a statement with details on deposits, values, withdrawals, and other
information about your certificate. If you need information at other times,
please tell us.

How should I notify Metropolitan?
- ---------------------------------

Anytime you have to tell us something (e.g., to request additional information,
to make transfers, to change your allocation for new deposits, 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.

May I assign this certificate, or use its value as collateral for a loan?
- -------------------------------------------------------------------------

No. Your rights under this certificate may not be assigned, transferred, sold,
forfeited, discounted or pledged as collateral or as security. Your entire
interest is nonforfeitable.

Does this certificate qualify as an Tax Sheltered Annuity?
- ----------------------------------------------------------

This certificate is intended to qualify as an Tax Sheltered Annuity as described
in Section 403(b) of the Code. We will

Form G.4333 VM (TDA-1) 6

<PAGE>

interpret and administer the certificate as required by the code and applicable
Treasury Regulations. We may amend this certificate and take other actions,
including refund of deposits without your consent if necessary to keep it
qualified. If we make such refunds, we will adjust your account balance
accordingly. We will also notify you of any amendments and, when required by
law, we will obtain your approval and the approval of the appropriate regulatory
authority.

How does the code affect my certificate?
- ----------------------------------------

The code affects your certificate in several ways:

(a) Deposits are not included in your gross income and, therefore, not
currently taxable. The interest earned on these deposits is also tax-
deferred.

(b) Salary reduction elective deferral deposits and the interest credited to
those deposits cannot be withdrawn until you attain age 59 1/2, retire,
terminate employment, become disabled, or die. This restriction also
applies to interest credited on pre-1989 elective deferrals we receive
under a tax-free transfer. WE ARE REQUIRED BY THE CODE TO PROHIBIT THESE
WITHDRAWALS, EXCEPT AS NOTED BELOW.

If you suffer a financial hardship, you may become eligible to withdraw
these deposits, but not the interest earned on them. In order for us to
process a hardship withdrawal, if you are employed at the time of
withdrawal by an employer under whose 403(b) arrangement deposits have been
made under this certificate, your employer must send us a letter certifying
that you have incurred a financial hardship.

To the extent the code permits, we will not apply these restrictions to
pre-1989 403(b) deposits transferred on a non-taxable basis into this
certificate or to restrict transfers on a non-taxable basis to other
contracts.

(c) You must start to receive your account balance no later than April 1 of the
calendar year following the calendar year you reach age 70 1/2. Payment
must be in a lump-sum or over a period not exceeding: (a) your lifetime;
(b) your life expectancy; (c) the joint lifetimes of you and your
beneficiary; or the joint life expectancy of you and your beneficiary. If
your beneficiary is not your spouse and has a longer life expectancy than
you, the Code may require payment over a shorter period than in (c) and (d)
above. Withdrawals must be made in accordance with code Section 401(a) (9)
and the regulations thereunder, including regulation 1.401(a) (9)-2.

Form G.4333 VM (TDA-1) 7
<PAGE>

What special rules apply if deposits to my certificate are made under a 403(b)
- ------------------------------------------------------------------------------
plan subject to ERISA?
- ----------------------

If deposits to your certificate have been made under a 403(b) plan subject to
ERISA and if you have a spouse, the income payments , withdrawal provisions,
methods of payment of the death benefit, and loans under this certificate are
subject to your spouse's rights as described in this certificate.

If your certificate is subject to ERISA , income payments and withdrawals shall
be paid in the form of a qualified joint and survivor annuity, unless you elect
otherwise in writing during the 90 day period prior to the date payments are to
commence. Such an election must be accompanied by your spouse's qualified
consent (see below) . Any time before withdrawal or the commencement of
benefits, you may make and revoke such an election without limit to the number
of elections. Each time you revoke such an election, your spouse's qualified
consent is required.

In addition to the loan requirements (described below) , no loan shall be made
under this certificate unless we receive your spouse's qualified consent to such
a loan no earlier than within the 90-day period before the loan is to be secured
by the Fixed Interest Account under the certificate.

What is qualified consent and when is it required?
- --------------------------------------------------

If your certificate is subject to ERISA and you have a spouse, your spouse must
give qualified consent whenever you elect to:
a. change your beneficiary to someone other than your surviving spouse;
b. choose an annuity income payment other than a qualified joint and survivor
annuity;
c. make a withdrawal;
d. take a loan under this certificate.

A qualified consent is a consent executed by your spouse consenting: to your
election not to receive the income payments in the form of a qualified joint and
survivor annuity, to change the beneficiary to someone other than your spouse,
to take a withdrawal from the certificate, or to take a loan under the
certificate. The consent of your spouse must be in writing, dated, signed by
your spouse, and witnessed by a notary public and in a form satisfactory to us.

The consent of your spouse will not be required if you, your estate
representative, or your designated beneficiary under the certificate establishes
that such consent cannot be obtained because there is no spouse, or because the
spouse cannot be

Form G.4333 VM (TDA-1) 8
<PAGE>

located. It will also not be required if your certificate is not subject to
ERISA.

B. DEPOSITS

When and where may annuity deposits be made?
- --------------------------------------------

Annuity deposits may be made at any time while you are alive and before the date
income benefits begin. All deposits should be sent to our designated office.

How much money can be deposited under my certificate?
- -----------------------------------------------------

We will accept under your certificate each amount you deposit up to the annual
and aggregate amount limitations of the code to provide a Tax Sheltered Annuity
pursuant to Section 403(b) of the code. These limitations, as provided in
Sections 402(g) and 457(c) (1) of the code, apply to elective deferrals under
this plan and all other plans you have with your employer.

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.

We will not accept any deposits under this certificate after you have made a
withdrawal based on termination of employment.

Will Metropolitan accept tax-deferred and after-tax deposits?
- -------------------------------------------------------------

We will accept the following types of tax-deferred deposits, which, currently,
are not includable in your gross income under the code:
(a) salary reduction elective deferrals
(b) required salary reduction non-elective deferrals
(c) employer contributions
(d) tax-free transfers

We will not accept employee after-tax deposits or any other type of deposit.

When are deposits credited to my account?
- -----------------------------------------

Deposits to the Fixed Interest Account are credited as of the date they are
received at our designated office. Deposits to the Separate Account will be
credited as of the end of the valuation period during which we receive them at
our designated office. No deposit will be credited before the certificate date.

Form G.4333 VM (TDA-1) 9
<PAGE>

How are deposits allocated?
- ---------------------------

You choose how deposits are allocated among the Fixed Interest Account and 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).

Can my certificate be cancelled if deposits are not made?
- ---------------------------------------------------------

If a deposit has not been made for 36 consecutive months and if the account
balance is less than $2,000, we may, if permitted by law, cancel this
certificate by paying you the full cash withdrawal value in a single sum.

C. TRANSFERS

Can money be transferred between Accounts?
- ------------------------------------------

Yes. You can make an unlimited number of transfers by telling us .

If you transfer money from the Fixed Interest Account to the Separate Account
and then you make a transfer from the Separate Account to the Fixed Interest
Account within 12 months, an amount equal to the amount originally transferred
from the Fixed Interest Account will go back to the Fixed Interest Account and
be treated as if that amount had never been transferred. Thus, it will be
earning the same interest rate that it would have been earning had neither
transfer ever taken place. Any amounts in excess of the original transfer will
be treated the same as if it were a new deposit to the Fixed Interest Account.
If it is transferred back to the Fixed Interest Account 12 or more months after
it was transferred to the Separate Account, it will earn the current fixed
interest rate for new deposits.

D. ADMINISTRATIVE FEES

Are administrative fees deducted from my certificate?
- -----------------------------------------------------

At the end of the month in which a certificate year ends, we will deduct a $20
administrative fee from deposits and interest earned on those deposits that are
in your Fixed Interest Account on a "first-in first-out" basis, 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 the certificate year, we will waive the administrative fee. We will
also waive the administrative fee due at the end of the month of the certificate
year your certificate ends. No

Form G.4333 VM (TDA-1) 10
<PAGE>

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.

E. CASH WITHDRAWALS

Can I make cash withdrawals?
- ----------------------------

Yes, cash withdrawals are permitted, but only to the extent permitted under
Federal income tax rules. Tell us if you want to make a withdrawal. The
minimum withdrawal is $250.

While a loan is outstanding, you may not make any partial withdrawals that would
reduce your account balance below 125% of the outstanding loan balance. Any
outstanding loan balance will be deducted from your account balance before
payment of a full withdrawal, income payments, or a death benefit to the extent
permitted by withdrawal restrictions described below.

Is there a charge for making a withdrawal?
- ------------------------------------------

Yes, but if you make a withdrawal, we will first withdraw any amounts that can
be withdrawn with no withdrawal charge and will then withdraw other amounts from
deposits and interest earned on those deposits on a "first-in, first-out" (FIFO)
basis. Withdrawal charges shown in the following table apply to each deposit.

-----------------------------------------
During Deposit Year
1 2 3 4 5 6 7 8 &
Beyond
7% 6% 5% 4% 3% 2% 1% 0%
-----------------------------------------

However, no 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 tax free transfer deposits
(including interest on them) after the tenth certificate year, provided you
have attained age 55 and have terminated employment with each employer
under whose 403(b) arrangement deposits have been made to this certificate
(as verified by each such employer) .
(c) To any withdrawal that is required to avoid Federal income tax penalties or
to satisfy Federal income tax rules.
(d) To any withdrawal made after your death.
(e) To any withdrawal made in order for us to provide income payments for life,
or for a five or more year period that

Form G.4333 VM (TDA-1) 11
<PAGE>

cannot be accelerated.

In addition, if your certificate does not have an outstanding loan balance, as
part of your first withdrawal in a certificate year, you may withdraw up to 10%
of your tax-free transfer deposit(s) account balance without a withdrawal
charge. If your first request in a certificate year is for more than 10% of
such account balance, a withdrawal charge, if applicable, will be imposed on the
amount in excess of 10%. Other withdrawals made in the same certificate year
will be subject to withdrawal charges, if applicable, regardless of the amount
of the first withdrawal .

For full withdrawals, 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.

Whether or not there is a withdrawal charge, you may be subject to a tax penalty
on certain withdrawals, as well as federal income tax. The law requires us to
reserve the right to delay paying any cash withdrawals from the Fixed Interest
Account for up to six months from the date of a request. We do not intend to do
this, except in an extreme emergency.

Example of a Partial Withdrawal
- -------------------------------

If your first request for a withdrawal in a certificate year is for $5,000 and
your account balance of $9,000 includes $7,000 of deposits all of which are
subject to a 7% withdrawal charge, we would allow the first 10% of your account
balance ($900) to be withdrawn without a withdrawal charge. We would pay you
$5,000 and reduce your account balance by $5308.60 (the $900 free of charge;
plus $4,408.60 computed by taking the other $4,100 of the requested withdrawal
amount and dividing by .93, i.e., 100% minus 7%).

Example of a Full Withdrawal
- ----------------------------

If your second request for a withdrawal in a certificate year is for a full
withdrawal and your account balance of $15,000 includes $10,000 of deposits all
of which are subject to a 7% withdrawal charge, the withdrawal charge would be
$700 (i.e., $10,000 x .07); and we pay you $14,300 (i.e., $15,000-$700).

Form G.4333 VM (TDA-1) 12
<PAGE>

F. LOANS

May I borrow money against my certificate?
- ------------------------------------------

Yes, from the Fixed Interest Account only, and only prior to the date income
payments begin. The amount you can borrow and how quickly you must repay it
depends on the code, which changes from time to time. Our loan application will
tell you about the restrictions that apply at the time you apply for a loan. We
may refuse to allow any loan that is: (a) under $1,000; (b) over $50,000; (c)
over 50% of your Fixed Income Account Balance; (d) in connection with an
employer plan qualified under the Employee Retirement Income Security Act
(ERISA); or (e) for less than one year or more than five years (15 years if used
for the purchase of a principal residence).

We will charge you interest on the amount you borrow from the date of the loan
until the date the loan is repaid. We will notify you of the interest rate we
will charge on a loan at the time you apply for a loan.

A non-refundable loan application fee must be submitted with each loan
application. The amount of this fee will be provided on the loan application.

When we issue your loan check, your certificate's account balance will not be
reduced. Instead, the portion of your account balance equal to the outstanding
loan will no longer earn the declared interest rate, but, rather, the guaranteed
interest rate. Also, withdrawals will be restricted as described above.

The loan must be repaid in substantially level quarterly payments of principal
and interest. Reminder notices of the amount payable will be mailed directly to
you.

If you default on a loan repayment, you will incur taxable income for the amount
in default, which we will report in accordance with code requirements. We will
withdraw the amount in default from your account balance, if permitted by law.
If we cannot withdraw amounts in default from your Fixed Interest Account
balance because of legal restrictions, we will not withdraw them until the
restrictions are removed or your certificate ends. When your certificate ends,
any outstanding loan balance will be deducted from your account balance before
any benefits are paid.

Initially, only one loan may be outstanding on your certificate at any time. If
multiple loans are permitted in the future, we will notify you.

We reserve the right to suspend, modify or terminate the granting

Form G.4333 VM (TDA-1) 13
<PAGE>

of loans at any time. Such action will not affect any prior loan granted.

If your certificate is subject to an ERISA plan and you request a loan, special
spousal provisions (as described above) affect the loan .

G. CHANGES TO BENEFICIARIES

May the beneficiaries be changed?
- ---------------------------------

Yes, at any time, while you are alive and before income payments start. You may
make the change by completing our "Change of Beneficiary" form which you may get
from our designated office. No change is binding on us until it is recorded at
our designated office. Once recorded, the change binds us as of the date you
signed it.

After income payments start, you may change the beneficiary for any future
guaranteed income payments. You cannot make any changes that would affect the
number or size of income payments. Thus, if we are making payments over two
lifetimes, neither name may be changed after we start making payments.

H. DEATH BENEFITS

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 to your beneficiary or permit him or her to select one of our
income plans for life or for a period of years not more than his or her life
expectancy. If the entire death benefit is paid in a single sum, it must be
distributed (in accordance with Treasury Regulations) by the end of the calendar
year in which the fifth anniversary of your death occurs. If income payments
are chosen, they must begin by the end of the calendar year following the year
of your death (or such later date allowed by Treasury Regulations).

If your beneficiary is your spouse, then your spouse may continue this
certificate as participant.

If you do not name a beneficiary or if none is alive when you die, we will pay
your contingent beneficiary. Payments to more than one beneficiary or more than
one contingent beneficiary will be divided equally among them. If you do not
name a 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,
such payment will be made in a lump sum.

Form G.4333 VM (TDA-1) 14
<PAGE>

How is the Death Benefit calculated?
- ------------------------------------

Before income payments (which are described below) start, the death benefit is
the greatest of:
1. The entire account balance as of the date of proof of death (no early
withdrawal charge will apply and no administrative fee will be deducted),
or
2. The total deposits made less any partial withdrawals, or
3. The highest account balance as of the end of the calendar year in which any
prior quinquennial certificate anniversary occurs, less any subsequent
partial withdrawals and administrative fees.

Form G.4333 VM (TDA-1) 15
<PAGE>

SECTION 3--FIXED INTEREST ACCOUNT
---------------------------------

How is interest credited to my Fixed Interest Account?
- ------------------------------------------------------

Interest on each deposit allocated to the Fixed Interest Account will be
credited from the date the deposit is received at our designated office or the
date a transfer is made to the Fixed Interest Account, but not earlier than the
certificate date. Interest will be credited on each deposit until the earliest
of: (a) your death, (b) the date it's withdrawn, or (c) the date you start to
receive income payments.

Interest rates will be set by us from time to time, but will never be less than
3%. Different interest rates may apply to each deposit depending on the date
the deposit is received at our designated office. The declared interest rate in
effect when a new deposit is received will be credited on that deposit until the
last day of the month in which the anniversary of that deposit occurs. Each
following deposit year will be for one year. For example, a deposit received
August 2, 1992 would be credited with the interest rate in effect on that date
until August 31, 1993. Each following deposit year would start on September 1,
and end on August 31. A new interest rate would apply both to the original
deposit and all earnings on that deposit. We may change how deposit years are
determined so that each deposit year ends on the anniversary of the date your
deposit was received. If we do so, we will tell you in advance.

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 of the
interest rate we declared, because we compound interest daily.

Form G.4333 VM (TDA-1) 16
<PAGE>

SECTION 4--SEPARATE ACCOUNT
---------------------------

What is the Separate Account?
- -----------------------------

It is Metropolitan Life Separate Account E, an investment account we maintain
separate from our other assets.

How does the Separate Account operate?
- --------------------------------------

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
give you accumulation units. When you take money out of the investment division
we take accumulation units away. 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 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 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 certificate.

A valuation period is the period between one calculation of an accumulation unit
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 disposal or valuation of assets in
the Separate Account not reasonably practicable or the Securities

Form G.4333 VM (TDA-1) 17
<PAGE>

and Exchange Commission determines that securities trading is restricted or
permits such deferral. We may change when we calculate accumulation units by
giving you 30 days notice, to the extent permitted by law.

Additions to or withdrawals from an investment division may only be made as of
the end of a valuation period.

Can the Separate Account be changed?
- ------------------------------------

We may make certain changes 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 we may make include:

. To substitute, for the fund share held in any portfolio, the shares of
another class of the fund or the shares of another fund or 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.

Form G.4333 VM (TDA-1) 18
<PAGE>

SECTION 5--INCOME PAYMENTS
--------------------------

Can Metropolitan guarantee me an income for as long as I live?
- --------------------------------------------------------------

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. 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 which occurs
after the certificate date provided 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, or make a full cash withdrawal by
April 1 following the calendar year you attain age 70 1/2 or 10 years after the
certificate date, if later, we will automatically start income payments on that
date, for your lifetime with a guarantee that payments will be made for at least
5 years.

If your date of birth or sex is not correct on the enrollment form for your
certificate, we will adjust the income payments to agree with your correct age
and sex.

If your certificate is subject to ERISA, special spousal provisions (as
described above) affect income payments.

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 .

What happens if I die after income payments start?
- --------------------------------------------------

Form G.4333 VM (TDA-1) 19
<PAGE>

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 use to set those payments, in a lump-sum to such person. After
income payments start, we may require proof that the payee is alive on the due
date of each income payment.

If your certificate is subject to ERISA, your beneficiary must be your spouse if
you are married at the time of your death and you have not elected otherwise.
Such election must satisfy the qualified consent rules (described above). A
waiver of spousal payment of the death benefit may not be made prior to the year
in which you attain age 35, or, if earlier, your termination of employment with
the employer then making deposits to this certificate. Income payments to your
spousal beneficiary shall be in the form of a lump sum payment which constitutes
your entire interest in the certificate, unless your spouse chooses another form
of benefit.

How are income payments that are guaranteed for life 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). We have told the chief insurance regulator of the state where we
delivered the how we computed these values. Such values are at least as high as
that state requires.

Form G.4333 VM (TDA-1) 20
<PAGE>

TABLE OF VALUES
Minimum Fixed Interest Account Balances

For a certificate without any withdrawals from the Fixed Interest Account.

BASIS: $1,000 Annual Deposit Allocated to Fixed Interest Account
at the Beginning of each Certificate Year

Values are not proportional for other deposit amounts.

<TABLE>
<CAPTION>
--------------------------------------------
End Of Minimum
Certificate Fixed Interest
Year Account Balance
--------------------------------------------
<S> <C>
1 $1,030.00
2 $2,090.90
3 $3,183.63
4 $4,309.14
5 $5,468.41
6 $6,662.46
7 $7,892.34
8 $9,159.11
9 $10,463.88
10 $11,807.80
11 $13,192.03
12 $14,617.79
13 $16,086.32
14 $17,598.91
15 $19,156.88
16 $20,761.59
17 $22,414.44
18 $24,116.87
19 $25,870.37
20 $27,676.49
21 $29,536.78
22 $31,452.88
23 $33,426.47
24 $35,459.26
25 $37,553.04
--------------------------------------------
</TABLE>

On request we will provide values for years not shown.

The guaranteed interest rate used to determine the minimum Fixed Interest
Account Balance is 3%.

Values during the year will include interest for the completed part of the year.
The values shown above do not take into account any Early Withdrawal Charges.
The values also do not include A $20 Administrative Fee which will be deducted
from the values as of the end of each certificate year in which no deposits
have been received if the Account Balance is less than $10,000.

Form G.4333 VM (TDA-1) 21
<PAGE>

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.

Our Board of Directors is elected by our policyholders and holders. For details
on how to vote, write to our Secretary at the designated office.

MULTIFUNDED ANNUITY CERTIFICATE
A Flexible Payment Deferred Annuity Certificate which :

. Includes A Cash Withdrawal Value
. Includes A Monthly Life Annuity
. Provides A Death Benefit Prior to Retirement
. Is Not Eligible for Dividends

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.

PLEASE READ THIS CERTIFICATE CAREFULLY
See Table of Contents on Page 1

Countersigned by:__________________________________________

Date:______________

Form G.4333 VM (TDA-1) 22
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY
(A Mutual Company Incorporated in New York State)
will pay the benefits of this certificate according to its provisions

-------------------------------------------------------------------------
SPECIFICATIONS

NUMBER S123456789

CERTIFICATE DATE MARCH 15, 1990

PARTICIPANT JOHN SMITH
-------------------------------------------------------------------------

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:
. Division 1 Growth Division
. Division 2 Income Division
. Division 3 Diversified Division
. Division 4 Aggressive Growth Division
. Division 5 Stock Index Division
. Division 6 Money Market Division

A DESCRIPTION OF EACH OF THESE DIVISIONS IS INCLUDED IN THE PROSPECTUS.

PLEASE READ THIS CERTIFICATE CAREFULLY
See Table of Contents on Page 1

10-DAY RIGHT TO EXAMINE CERTIFICATE
You may return this 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
cancelled from its certificate date. We will refund any deposits you have
made into the certificate.

Cover Page
Form G.4333 VM (TDA-2)
<PAGE>

TABLE OF CONTENTS
-----------------

<TABLE>
<CAPTION>
Page
----
<S> <C>
SPECIFICATIONS.............................................................Cover

10-DAY RIGHT TO EXAMINE CERTIFICATE........................................Cover

SECTION 1--DEFINITIONS.........................................................3

SECTION 2--GENERAL.............................................................6

A. Standard Provisions.......................................................6
-------------------
* Is this my entire contract and may it be contested?..................6
* Can this certificate be changed?.....................................6
* Are dividends payable under this certificate?........................6
* How can I get information about my certificate and its value?........6
* How should I notify Metropolitan?....................................6
* May I assign this certificate, or use its value as
collateral for a loan?...............................................6
* Does this certificate qualify as an Tax Sheltered Annuity?...........6
* How does the Code affect my Certificate?.............................7
* What special rules apply if deposits to my certificate are
made under a 403(b) plan subject to ERISA?...........................8
* What is qualified consent and when is it required?...................8

B. Deposits..................................................................9
--------
* When and where may annuity deposits be made?.........................9
* How much money can be deposited under my certificate?................9
* Will Metropolitan accept tax-deferred and after-tax Deposits?........9
* When are deposits credited to the Account?...........................9
* How are deposits allocated?.........................................10
* Can my certificate be cancelled if deposits are not made?...........10

C. Transfers................................................................10
---------
* Can money be transferred between Accounts?..........................10

D. Administrative Fees......................................................10
-------------------
* Are administrative fees deducted from my certificate?...............10

E. Cash Withdrawals.........................................................11
----------------
* Can I make cash withdrawals.........................................11
* Is there a charge for making a withdrawal?..........................11
* Example of a partial withdrawal.....................................12
* Example of a full withdrawal........................................12
</TABLE>

Form G.4333 VM (TDA-2) 1
<PAGE>

<TABLE>
<S> <C>
F. Loans....................................................................13
-----
* May I borrow money against my certificate?..........................13

G. Changes to Beneficiaries.................................................14
------------------------
* May the beneficiary be changed?.....................................14

H. Death Benefits...........................................................14
--------------
* What happens if I die before income payments start?.................14
* How is the death benefit calculated?................................15

SECTION 3--FIXED INTEREST ACCOUNT.............................................16
* How is interest credited to my Fixed Interest Account...............16

SECTION 4--SEPARATE ACCOUNT...................................................17
* What is the Separate Account?.......................................17
* How does the Separate Account operate?..............................17
* Can the Separate Account be changed?................................18

SECTION 5--INCOME PAYMENTS....................................................19
* Can Metropolitan guarantee me income as long as I live?.............19
* Can I arrange for a specific income plan for my beneficiary
to take effect after I die?.........................................19
* What happens if the annuitant dies after income payments start?.....19
* How are income payments that are guaranteed for life calculated?....20

TABLE OF VALUES...............................................................21

NOTICE........................................................................22
</TABLE>

Form G.4333 VM (TDA-2) 2
<PAGE>

SECTION 1--DEFINITIONS
----------------------

What do various terms in my certificate mean?
- ---------------------------------------------

"Account Balance" It is the entire amount we hold under this
certificate for you.

"Accumulation Unit" The unit of measurement used in determining the
value of amounts held in the investment divisions
of the Separate Account.

"Beneficiary" The person or persons you name to receive death
proceeds when you die. You may name a contingent
beneficiary to become the beneficiary if all the
beneficiaries die. Payment to more than one
beneficiary or more than one contingent
beneficiary will be in equal shares, unless you
tell us otherwise.

"Cash Withdrawal Value" The amount available to you after any early
withdrawal charges have been deducted.

"Code" The Internal Revenue Code as it now exists or is
later amended.

"Deposits" Your payments to us under this annuity
certificate.

"Deposit Year" The initial period during which a declared
interest rate for the Fixed Interest Account is
credited on each deposit and each following one
year period.

Form G.4333 VM (TDA-2) 3
<PAGE>

Designated Office" The administrative office servicing your
certificate. It is, currently, the Pension and
Savings Center, Metropolitan Life Insurance
Company, One Madison Avenue, New York, N.Y. 10010.
If we change it, we will tell you.

"Employer Contributions" These are deposits sent by your employer that are
not salary reductions.

"ERISA Plan" Your employer's plan that is subject to the
Employee Retirment Income Security Act (ERISA). If
your certificate is issued under an ERISA plan
refer to page 8.

"Investment Divisions" Each investment division is part of the Separate
Account and 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
certificate for services and benefits we provide.
The cover page shows the available divisions. We
will tell you about any changes.

"Qualified Joint and An income plan providing annuity payments for your
Survivor Annuity" life with survivor annuity payments for the life
of your spouse which are 50% of the amount payable
during the joint lives of you and your spouse. If
your certificate is issued under an ERISA plan,
and you have a spouse, income plans must be on a
joint and survivor basis.

Form G.4333 VM (TDA-2) 4
<PAGE>

"Salary Reduction These are deposits sent by your employer as
Elective Deferrals" deducted from your salary under a salary reduction
agreement with you.

"Transfers" Deposits resulting from the tax-free transfer of
other 403(b) contracts. Interest rates may be
different from those for other deposits.
Withdrawal charges will apply for seven years.

"We", "Us", and" Our" Metropolitan Life Insurance Company.

"You", "Your", "Me", The participant under this certificate. The
"My" OR "I" person who may exercise all rights under this
certificate.

Form G.4333 VM (TDA-2) 5
<PAGE>

SECTION 2--GENERAL
------------------

A. STANDARD PROVISIONS

Is this my entire contract and may it be contested?
- ---------------------------------------------------

How can this certificate be changed?
- ------------------------------------

Are dividends payable under this certificate?
- ---------------------------------------------

No, dividends are not paid under this certificate.

How can I get information about my certificate and its value?
- -------------------------------------------------------------

How should I notify Metropolitan?
- ---------------------------------

Anytime you have to tell us something (e.g., to request additional information,
to make transfers, to change your allocation for new deposits, 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.

May I assign this certificate, or use its value as collateral for a loan?
- -------------------------------------------------------------------------

No. Your rights under this certificate may not be assigned, transferred, sold,
forfeited, discounted or pledged as collateral or as security. Your entire
interest is nonforfeitable.

Does this certificate qualify as an Tax Sheltered Annuity?
- ----------------------------------------------------------

This certificate is intended to qualify as an Tax Sheltered Annuity as described
in Section 403(b) of the Code. We will

Form G.4333 VM (TDA-2) 6
<PAGE>

How does the code affect my certificate?
- ----------------------------------------

The code affects your certificate in several ways:

(a) Deposits are not included in your gross income and, therefore, not
currently taxable. The interest earned on these deposits is also tax-
deferred.

Form G.4333 VM (TDA-2) 7
<PAGE>

If deposits to your certificate have been made under a 403(b) plan subject to
ERISA and if you have a spouse, the income payments, withdrawal provisions,
methods of payment of the death benefit, and loans under this certificate are
subject to your spouse's rights as described in this certificate.

If your certificate is subject to ERISA, income payments and withdrawals shall
be paid in the form of a qualified joint and survivor annuity, unless you elect
otherwise in writing during the 90 day period prior to the date payments are to
commence. Such an election must be accompanied by your spouse's qualified
consent (see below). Any time before withdrawal or the commencement of benefits,
you may make and revoke such an election without limit to the number of
elections. Each time you revoke such an election, your spouse's qualified
consent is required.

In addition to the loan requirements (described below), no loan shall be made
under this certificate unless we receive your spouse's qualified consent to such
a loan no earlier than within the 90-day period before the loan is to be secured
by the Fixed Interest Account under the certificate.

What is qualified consent and when is it required?
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Form G.4333 VM (TDA-2) 8
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