METROPOLITAN LIFE SEPARATE ACCOUNT E, 485BPOS, 2000-04-06

METROPOLITAN LIFE SEPARATE ACCOUNT E
485BPOS, 2000-04-06

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 2000

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. 26
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
[X]
AMENDMENT NO. 28

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

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.
SENIOR 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, 2000 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, 1999 WAS FILED WITH THE COMMISSION
ON MARCH 30, 2000.

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<PAGE>

METROPOLITAN LIFE SEPARATE ACCOUNT E
FORM N-4
UNDER
THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940

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

<TABLE>
<CAPTION>
FORM N-4
ITEM NO. PROSPECTUS HEADING
- -------- ------------------------------
<S> <C> <C>
1. Cover Page............................. Cover Page

2. Definitions............................ Important Terms You Should
Know

3. Synopsis............................... Table of Expenses

4. Condensed Financial Information........ Accumulation Unit Values
Table; General
Information--Advertising
Performance; General
Information--Financial
Statements

5. General Description of Registrant,
Depositor, and Portfolio Companies... MetLife; Metropolitan Life
Separate Account E; Your
Investment Choices; General
Information--Voting Rights

6. Deductions and Expenses................ Table of Expenses; Deferred
Annuities--Charges; Deferred
Annuities--Early Withdrawal
Charges; Deferred
Annuities--Premium Taxes;
Income Annuities--Charges;
Income Annuities--Annuity
Taxes; General Information--
Who Sells the Deferred
Annuities and Income
Annuities; Appendix--Premium
Tax Table

7. General Description of Variable Annuity
Deferred Annuity..................... Variable Annuities; Deferred
Annuities--Purchase Payments
(Allocation of Purchase
Payments and Limits on
Purchase Payments); Deferred
Annuities--Transfers; Income
Annuities--Purchasing an
Income Annuity; Income
Annuity--Allocation; Income
Annuity--Transfers; General
Information--Administration
(Purchase Payments/Confirming
Transactions/Transactions by
Telephone/Processing Certain
Transactions/Changes to Your
Deferred Annuity or Income
Annuity/When We Can Cancel
Your Deferred Annuity or
Income Annuity)

8. Annuity Period......................... Important Terms You Should
Know; Deferred
Annuities--Pay-out Options
(or Income Options); Income
Annuities--Income Payment
Types/The Value of Your
Income Payments
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
FORM N-4
ITEM NO. PROSPECTUS HEADING
- -------- ------------------------------
<S> <C> <C>
9. Death Benefit.......................... Deferred Annuities--Death
Benefit

10. Purchases and Annuity Values........... MetLife; Metropolitan Life
Separate Account E; Deferred
Annuities--Purchase Payments
(Allocation of Purchase
Payments and Limits on
Purchase Payments); The
Value of Your Investment;
Income Annuities--
Purchasing an Income
Annuity; Allocation; The
Value of Your Income
Payments; General
Information--Administration
(Purchase Payments)

11. Redemptions............................ Deferred Annuities--Access to
Your Money (Systematic
Withdrawal Program for
Deferred Annuities and
Minimum Distribution);
Deferred Annuities--Early
Withdrawal Charges (When No
Early Withdrawal Charge
Applies and When Another
Early Withdrawal Charge May
Apply); General
Information--When We Can
Cancel Your Deferred Annuity
or Income Annuity; Appendix
II for Texas Optional
Retirement Program

12. Taxes.................................. Income Taxes

13. Legal Proceedings...................... Not Applicable

14. Table of Contents of the Statement of
Additional Information............... Table of Contents of the
Statement of Additional
Information

15. Cover Page............................. Cover Page

16. Table of Contents...................... Table of Contents

17. General Information and History........ Not Applicable

18. Services............................... Independent Auditors;
Services; Distribution of
Certificates and Interests
in the Deferred Annuities
and Income Annuities

19. Purchase of Securities Being Offered... Not Applicable

20. Underwriters........................... Distribution of Certificates
and Interests in the Deferred
Annuities and Income
Annuities; 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 MetLife
</TABLE>

2
<PAGE>

PROSPECTUS
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METLIFE'S PREFERENCE PLUS(REGISTERED) ACCOUNT
MAY 1, 2000

Individual Retirement Annuities

Roth Individual Retirement Annuities

SIMPLE Individual Retirement Annuities

Non-Qualified Annuities

Simplified Employee Pensions

[Front cover]

Corporate Snoopy on winding country lane which trails off into hills in distance
with large sun above.

MetLife(Registered)

98112RC9(exp0501) MLIC-LD
PPAIRANQESEPPROSP(5/00)

<PAGE>

May 1, 2000

Preference Plus(AE) Account Variable Annuity Contracts
Issued by Metropolitan Life Insurance Company

This Prospectus describes individual and group Preference Plus contracts for
deferred variable annuities ("Deferred Annuities") and Preference Plus immediate
variable income annuities ("Income Annuities").

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

You decide how to allocate your money among the various available
investment choices. The investment choices available to you are listed in the
contract for your Deferred Annuity or Income Annuity. Your choices may include
the Fixed Interest Account (not described in this Prospectus) and investment
divisions available through Metropolitan Life Separate Account E which, in turn,
invest in the following corresponding portfolios of the Metropolitan Series
Fund, Inc. ("Metropolitan Fund") and series of the New England Zenith Fund
("Zenith Fund"). For convenience, both the portfolios and the series are
referred to as Portfolios in this Prospectus.

Lehman Brothers Aggregate Bond Index
State Street Research Income
State Street Research Diversified
MetLife Stock Index
Harris Oakmark Large Cap Value
T. Rowe Price Large Cap Growth
State Street Research Growth
Davis Venture Value
Putnam Large Cap Growth
MetLife Mid Cap Stock Index
Neuberger Berman Partners Mid Cap Value
Janus Mid Cap
State Street Research Aggressive Growth
Loomis Sayles High Yield Bond
Russell 2000(AE) Index
T. Rowe Price Small Cap Growth
Loomis Sayles Small Cap
State Street Research Aurora Small Cap Value
Scudder Global Equity
Morgan Stanley EAFE(AE) Index
Putnam International Stock (formerly
Santander International Stock)

Davis Venture Value, Putnam Large Cap Growth, MetLife Mid Cap Stock Index,
Loomis Sayles Small Cap and State Street Research Aurora Small Cap Value are
anticipated to be available on or about July 5, 2000.

How to learn more:

Before investing, read this Prospectus. The Prospectus contains information
about the Deferred Annuities, Income Annuities and Metropolitan Life Separate
Account E which you should know before investing. Keep this Prospectus for
future reference. For more information, request a copy of the Statement of
Additional Information ("SAI"), dated May 1, 2000. The SAI is considered part of
this Prospectus as though it were included in the Prospectus. The Table of
Contents of the SAI appears on page A-PPA-51 of this Prospectus. To request a
free copy of the SAI or to ask questions, write or call:

Metropolitan Life Insurance Company
Investment and Income Center, 4th Floor
485E US Highway 1 South
Iselin, NJ 08830
Attention: Brian Mack
Phone: (800) 553-4459

The Securities and Exchange Commission has a Web site (http://www.sec.gov) which
you may visit to view this Prospectus, SAI and other information. The Securities
and Exchange Commission has not approved or disapproved these securities or
determined if this Prospectus is truthful or complete. Any representation
otherwise is a criminal offense.

The current Metropolitan Fund and Zenith Fund Prospectuses are attached to the
back of this Prospectus. You should also read these prospectuses carefully
before purchasing a Deferred Annuity or Income Annuity. This Prospectus is not
valid unless attached to Metropolitan Fund and Zenith Fund Prospectuses.

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Deferred Annuities Available:

o Non-Qualified

o Traditional IRA

o Roth IRA

o SIMPLE IRA

o SEP IRA

Income Annuities Available:

o Non-Qualified

o Traditional IRA

o Roth IRA

o SIMPLE IRA

o SEP IRA

A word about investment risk:

An investment in any of these variable annuities involves investment risk. You
could lose money you invest. Money invested is NOT:

o a bank deposit or obligation;

o federally insured or guaranteed; or

o endorsed by any bank or other financial institution.

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MetLife(R)

<PAGE>

Table of Contents

Important Terms You Should Know ................................... A-PPA-4

Table of Expenses ................................................. A-PPA-6

Accumulation Unit Values Table .................................... A-PPA-10

MetLife ........................................................... A-PPA-15

Metropolitan Life Separate Account E .............................. A-PPA-15

Variable Annuities ............................................... A-PPA-16
A Deferred Annuity ........................................... A-PPA-16
An Income Annuity ............................................ A-PPA-16

Your Investment Choices ........................................... A-PPA-17

Deferred Annuities ................................................ A-PPA-19
The Deferred Annuity and Your Retirement Plan ................ A-PPA-19
Automated Investment Strategies .............................. A-PPA-19
Purchase Payments ............................................ A-PPA-21
Allocation of Purchase Payments ............................ A-PPA-21
Automated Purchase Payments ................................ A-PPA-21
Electronic Applications .................................... A-PPA-21
Limits on Purchase Payments ................................ A-PPA-22
The Value of Your Investment ................................. A-PPA-22
Transfers .................................................... A-PPA-23
Access to Your Money ......................................... A-PPA-24
Systematic Withdrawal Program .............................. A-PPA-24
Minimum Distribution ....................................... A-PPA-25
Contract Fee ................................................. A-PPA-26
Charges ...................................................... A-PPA-26
Insurance-Related Charge ................................... A-PPA-26
Investment-Related Charge .................................. A-PPA-26
Premium Taxes ................................................ A-PPA-27
Early Withdrawal Charges ..................................... A-PPA-27
When No Early Withdrawal Charge Applies .................... A-PPA-28
When Another Early Withdrawal Charge May Apply ............. A-PPA-29
Free Look .................................................... A-PPA-30
Death Benefit ................................................ A-PPA-30
Pay-out Options (or Income Options) .......................... A-PPA-30

A-PPA-2

<PAGE>

Income Annuities .................................................. A-PPA-31
Income Payment Types ......................................... A-PPA-32
Allocation ................................................... A-PPA-34
Minimum Size of Your Income Payment .......................... A-PPA-34
The Value of Your Income Payments ............................ A-PPA-34
Transfers .................................................... A-PPA-35
Contract Fee ................................................. A-PPA-36
Charges ...................................................... A-PPA-36
Insurance-Related Charge ................................... A-PPA-36
Investment-Related Charge .................................. A-PPA-36
Premium Taxes ................................................ A-PPA-36
Free Look .................................................... A-PPA-37

General Information ............................................... A-PPA-37
Administration ............................................... A-PPA-37
Purchase Payments .......................................... A-PPA-37
Confirming Transactions .................................... A-PPA-38
Processing Transactions .................................... A-PPA-38
By Telephone or Internet ............................... A-PPA-38
After Your Death ....................................... A-PPA-39
Third Party Requests ................................... A-PPA-39
Valuation .................................................. A-PPA-39
Advertising Performance ...................................... A-PPA-40
Changes to Your Deferred Annuity or Income Annuity ........... A-PPA-41
Voting Rights ................................................ A-PPA-41
Who Sells the Deferred Annuities and Income Annuities ........ A-PPA-42
Financial Statements ......................................... A-PPA-43
When We Can Cancel Your Deferred Annuity
or Income Annuity ......................................... A-PPA-43

Income Taxes ...................................................... A-PPA-43

Table of Contents for the Statement of Additional Information ..... A-PPA-51

Appendix for Premium Tax Table .................................... A-PPA-52

MetLife does not intend to offer the Deferred Annuities or Income Annuities
anywhere they may not lawfully be offered and sold. MetLife has not authorized
any information or representations about the Deferred Annuities or Income
Annuities other than the information in this Prospectus, the attached
prospectuses, supplements to the prospectuses or any supplemental sales material
we authorize.

A-PPA-3

<PAGE>

Important Terms You Should Know

Account Balance

When you purchase a Deferred Annuity, an account is set up for you the day we
receive all properly completed documents. Your Account Balance is the total
amount of money credited to you under your Deferred Annuity including money in
the investment divisions of the Separate Account and the Fixed Interest Account.

Accumulation Unit Value

With a Deferred Annuity, money paid-in or transferred into an investment
division of the Separate Account is credited to you in the form of accumulation
units. Accumulation units are established for each investment division. We
determine the value of these accumulation units each day the New York Stock
Exchange is open for regular trading. The values increase or decrease based on
the investment performance of the corresponding underlying portfolios.

Annuity Unit Value

With an Income Annuity or variable pay-out option, the money paid-in or
transferred into an investment division of the Separate Account is held in the
form of annuity units. Annuity units are established for each investment
division. We determine the value of these annuity units each day the New York
Stock Exchange is open for regular trading. The values increase or decrease
based on the investment performance of the corresponding underlying portfolios.

Assumed Investment Return (AIR)

Under an Income Annuity or variable pay-out option, the AIR is a percentage rate
of return assumed to determine the amount of the first variable income payment.
The AIR is also the benchmark that is used to calculate the investment
performance of a given investment division to determine all subsequent payments
to you.

Contract

A contract is the legal agreement between you and MetLife or between MetLife and
the employer, plan trustee or other entity, or the certificate issued to you
under a group annuity contract. This document contains relevant provisions of
your Deferred Annuity or Income Annuity. MetLife issues contracts for each of
the annuities described in this Prospectus.

Contract Year

Generally, the Contract Year for a Deferred Annuity is the period ending on the
last day of the month in which the anniversary of when we issued the annuity
occurs and each following 12 month period.

A-PPA-4

<PAGE>

Early Withdrawal Charge

The early withdrawal charge is the amount we deduct from your Account Balance in
addition to your requested withdrawal amount, if you withdraw money prematurely
from a Deferred Annuity. This charge is often referred to as a deferred sales
load or back-end sales load.

Investment Division

Investment divisions are subdivisions of the Separate Account. When you allocate
or transfer money to an investment division, the investment division purchases
shares of a portfolio (with the same name) within the Metropolitan Fund or
Zenith Fund.

MetLife

Metropolitan Life Insurance Company is the company that issues the Deferred
Annuities and Income Annuities. Throughout this Prospectus, MetLife is also
referred to as "we," "us" or "our."

MetLife Designated Office

Your MetLife Designated Office is the MetLife office that will generally handle
the processing of all your requests concerning your Deferred Annuity or Income
Annuity. MetLife will notify you and provide you with the address of your
MetLife Designated Office.

Separate Account

A separate account is an investment account. All assets contributed to
investment divisions under the Deferred Annuities and Income Annuities are
pooled in the Separate Account and maintained for the benefit of investors in
Deferred Annuities and Income Annuities.

Variable Annuity

An annuity in which returns/income payments are based upon the performance of
investments such as stocks and bonds held by one or more underlying portfolios.
You assume the investment risk for any amounts allocated to the investment
divisions in a variable annuity.

You

A-PPA-5
<PAGE>

TABLE OF EXPENSES--PREFERENCE PLUS DEFERRED ANNUITIES AND INCOME ANNUITIES

The following table shows the Separate Account, Metropolitan Fund and Zenith
Fund charges and expenses. The numbers in the table for the Separate Account,
the Zenith Fund and for all Portfolios of the Metropolitan Fund except the
Portfolios to be introduced on or about July 5, 2000 are based on past
experience. The numbers for the Portfolios to be introduced on or about July 5,
2000 are estimates for the current year. The numbers in the Table are subject to
change. The table is not intended to show your actual total combined expenses of
the Separate Account, Metropolitan Fund and Zenith Fund which may be higher or
lower. It does not show fees for the Fixed Interest Account or premium taxes
which may apply. We have provided examples to show you the impact of Separate
Account, Metropolitan Fund and Zenith Fund charges and expenses on a
hypothetical investment of $1,000 that has an assumed 5% annual return on the
investment.

<TABLE>
<S> <C>
Separate Account, Metropolitan Fund and Zenith Fund expenses for the fiscal
year ending December 31, 1999:

Contract Owner Transaction Expenses For All Investment Divisions Currently
Offered

Sales Load Imposed on Purchases .......................................... None
Deferred Sales Load (as a percentage of the purchase payment
funding the withdrawal during the accumulation period)(1) .............. From 0% to 7%
Exchange Fee ............................................................ None
Surrender Fee ............................................................ None
Annual Contract Fee(2) ...................................................... None

Separate Account Annual Expenses (as a percentage of average
account value)(3)
General Administrative Expenses Charge ................................... .50%
Mortality and Expense Risk Charge ........................................ .75%
Total Separate Account Annual Expenses ................................... 1.25%
</TABLE>

Metropolitan Fund Annual Expenses (as a percentage of average net assets)
OTHER TOTAL OTHER TOTAL
MANAGE- EXPENSES EXPENSES EXPENSES EXPENSES
MENT BEFORE BEFORE AFTER AFTER
FEES REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Lehman Brothers Aggregate Bond Index Portfolio (8)............ .25 .15 .40 .15 .40

State Street Research Income Portfolio (4)(5) ................ .32 .06 .38 .06 .38

State Street Research Diversified Portfolio (4)(5)(6) ........ .43 .03 .46 .02 .45

MetLife Stock Index Portfolio (4) ............................ .25 .04 .29 .04 .29

Harris Oakmark Large Cap Value Portfolio (5)(6)(8) ........... .75 .40 1.15 .19 .94

T. Rowe Price Large Cap Growth Portfolio (5)(6)(8) ........... .69 .62 1.31 .24 .93

State Street Research Growth Portfolio (4)(5)(6) ............. .47 .04 .51 .02 .49

Putnam Large Cap Growth Portfolio (5)(11)(12) ................ .80 .59 1.39 .20 1.00

MetLife Mid Cap Stock Index Portfolio (11)(12) ............... .25 .65 .90 .20 .45

Neuberger Berman Partners Mid Cap Value Portfolio (5)(6)(8) .. .70 .48 1.18 .06 .76

Janus Mid Cap Portfolio (5)(7) ............................... .67 .04 .71 .04 .71

State Street Research Aggressive Growth Portfolio (4)(5)(6) .. .70 .04 .74 .02 .72

Loomis Sayles High Yield Bond Portfolio (7) .................. .70 .24 .94 .24 .94
</TABLE>

A-PPA-6

<PAGE>

Metropolitan Fund Annual Expenses
(as a percentage of average net assets) (continued)

OTHER TOTAL OTHER TOTAL
MANAGE- EXPENSES EXPENSES EXPENSES EXPENSES
MENT BEFORE BEFORE AFTER AFTER
FEES REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Russell 2000(R)Index Portfolio (8)(9) ........................ .25 .64 .89 .30 .55

T. Rowe Price Small Cap Growth Portfolio (5)(6)(7) ........... .52 .09 .61 .09 .61

State Street Research Aurora Small Cap
Value Portfolio (5)(11)(12) ................................ .85 .23 1.08 .20 1.05

Scudder Global Equity Portfolio (5)(7) ....................... .67 .20 .87 .20 .87

Morgan Stanley EAFE(R)Index Portfolio (8)(10) ................ .30 1.47 1.77 .36 .66

Putnam International Stock Portfolio (4)(5) .................. .90 .22 1.12 .22 1.12
</TABLE>

Zenith Fund Annual Expenses
(as a percentage of average net assets)

OTHER TOTAL OTHER TOTAL
MANAGE- EXPENSES EXPENSES EXPENSES EXPENSES
MENT BEFORE BEFORE AFTER AFTER
FEES REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Davis Venture Value Series (11)(13) .......................... .75 .06 .81 .06 .81

Loomis Sayles Small Cap Series (11)(13)(14) .................. .90 .10 1.00 .10 1.00
</TABLE>

Example

If you surrender your Deferred Annuity (withdraw all your money) at the end
of the time periods listed below, you would pay the following expenses on a
$1,000 investment in each investment division listed below, assuming a 5%
annual return on assets (15):

State Street Research Income Division ........................ 79 96 116 194

State Street Research Diversified Division ................... 80 99 120 204

MetLife Stock Index Division ................................. 79 93 111 184

Harris Oakmark Large Cap Value Division ...................... 87 120 156 276

T. Rowe Price Large Cap Growth Division ...................... 89 125 164 292

State Street Research Growth Division ........................ 81 100 122 208

Davis Venture Value Division ................................. 84 110 138 241

Putnam Large Cap Growth Division ............................. 86 116 148 261

MetLife Mid Cap Stock Index Division ......................... 80 98 119 202

Neuberger Berman Partners Mid Cap Value Division ............. 88 121 158 279

Janus Mid Cap Division ....................................... 83 107 133 230

State Street Research Aggressive Growth Division ............. 83 107 135 233

Loomis Sayles High Yield Bond Division ....................... 85 114 145 254

Russell 2000(R)Index Division ................................ 85 112 143 249

T. Rowe Price Small Cap Growth Division ...................... 82 104 128 220

Loomis Sayles Small Cap Division ............................. 86 116 148 261

State Street Research Aurora Small Cap Value Division ........ 86 117 151 266

Scudder Global Equity Division ............................... 85 112 141 247

Morgan Stanley EAFE(R)Index Division ......................... 94 139 187 337

Putnam International Stock Division .......................... 87 119 155 273
</TABLE>

A-PPA-7
<PAGE>

If you annuitize (elect a pay-out option under your Deferred Annuity)
or do not surrender your Deferred Annuity at the end of the time
periods listed below, you would pay the following expenses on a $1,000
investment in each investment division listed below, assuming a 5%
annual return on assets (15)(16):

State Street Research Income Division ........................ 17 52 89 194

State Street Research Diversified Division ................... 18 54 94 204

MetLife Stock Index Division ................................. 16 49 84 184

Harris Oakmark Large Cap Value Division ...................... 25 76 129 276

T. Rowe Price Large Cap Growth Division ...................... 26 81 138 292

State Street Research Growth Division ........................ 18 56 96 208

Davis Venture Value Division ................................. 21 65 112 241

Putnam Large Cap Growth Division ............................. 23 71 122 261

MetLife Mid Cap Stock Index Division ......................... 17 54 93 202

Neuberger Berman Partners Mid Cap Value Division ............. 25 77 131 279

Janus Mid Cap Division ....................................... 20 62 107 230

State Street Research Aggressive Growth Division ............. 20 63 108 233

Loomis Sayles High Yield Bond Division ....................... 22 69 119 254

Russell 2000(R)Index Division ................................ 22 68 116 249

T. Rowe Price Small Cap Growth Division ...................... 19 59 102 220

Loomis Sayles Small Cap Division ............................. 23 71 122 261

State Street Research Aurora Small Cap Value Division ........ 24 73 124 266

Scudder Global Equity Division ............................... 22 67 115 247

Morgan Stanley EAFE(R)Index Division ......................... 31 95 161 337

Putnam International Stock Division .......................... 24 75 128 273
</TABLE>

(1) There are times when the early withdrawal charge does not apply to amounts
that are withdrawn from a Deferred Annuity. Each Contract Year you may take
the greater of 10% of your Account Balance or your purchase payments made
over 7 years ago free of early withdrawal charges.

(2) A $20 annual contract fee is imposed on money in the Fixed Interest
Account. This fee may be waived under certain circumstances. There is a one
time contract fee of $350 for Income Annuities. We do not charge this fee
if you elect a pay-out option under your Deferred Annuity and you have
owned your Deferred Annuity more than two years.

(3) Pursuant to the terms of the Contract, our total Separate Account Annual
Expenses will not exceed 1.25% of your average balance in the investment
divisions. For purposes of presentation here, we estimated the allocation
between general administrative expenses and the mortality and expense risk
charge.

(4) Prior to May 16, 1993, we paid all expenses of the Metropolitan Fund (other
than management fees, brokerage commissions, taxes, interest and
extraordinary or nonrecurring expenses) (hereafter "Expenses"). The effect
of such reimbursements is that performance results are increased.

(5) Each Portfolio's management fee decreases when its assets grow to certain
dollar amounts. The "break point" dollar amounts at which the management
fee declines are more fully explained in the prospectus and Statement of
Additional Information for the Metropolitan Fund.

(6) The Metropolitan Series Fund, Inc. directed certain portfolio trades to
brokers who paid a portion of the Fund's expenses. In addition, the Fund
has entered into arrangements with its custodian whereby credits realized
as a result of this practice were used to reduce a portion of each
participating Portfolio's custodian fees. The "Other Expenses After
Reimbursements" reflects this reduction. The effect of the reduction is
that performance results are increased.

A-PPA-8

<PAGE>

TABLE OF EXPENSES (continued)

(7) These Portfolios began operating on March 3, 1997. We paid all Expenses in
excess of .20% of the average net assets for each of these Portfolios until
each Portfolio's total assets reached $100 million, or until March 2, 1999,
whichever came first. MetLife ceased subsidizing such Expenses for the
Janus Mid Cap, T. Rowe Price Small Cap Growth, Scudder Global Equity and
Loomis Sayles High Yield Bond Portfolios on December 31, 1997, January 23,
1998, July 1, 1998 and March 3, 1999, respectively. All expense information
for these Portfolios reflect current expenses without any reimbursement.
The effect of such reimbursements is that performance results are
increased.

(8) These Portfolios began operating on November 9, 1998. We pay all Expenses
in excess of .20% (.25% for the Morgan Stanley EAFE(R) Index Portfolio) of
the average net assets for each of these Portfolios until each Portfolio's
total assets reaches $100 million, or until November 8, 2000, whichever
comes first. MetLife ceased subsidizing such Expenses for Lehman Brothers
Aggregate Bond Index and Russell 2000(R) Index Portfolios on July 13, 1999
and December 5, 1999, respectively. All expense information for the Lehman
Brothers Aggregate Bond Index which we ceased subsidizing reflects current
expenses without any reimbursement. The "Other Expenses Before
Reimbursement" for Harris Oakmark Large Cap Value, T. Rowe Price Large Cap
Growth and Neuberger Berman Partners Mid Cap Value Portfolios assumes no
reduction of Expenses of any kind. The information for the Portfolios which
we are still subsidizing reflects the effect of the anticipated
reimbursement of Expenses during the entire current year. The effect of
such reimbursements is that performance results are increased.

(9) MetLife ceased subsidizing expenses in excess of .20% of the average net
assets of the Russell 2000(R) Index Portfolio on December 5, 1999.
Beginning on February 22, 2000, MetLife began to pay all Expenses in excess
of .30% of the average net assets for the Russell 2000(R) Index Portfolio
until the Portfolio's assets reach $200 million, or until April 30, 2001,
whichever comes first. The "Other Expenses Before Reimbursement"
information for this Portfolio assumes no reduction of Expenses of any
kind. The "Other Expenses After Reimbursement" for this Portfolio reflects
Expenses as if the Expense reimbursement will be in effect for the entire
current year.

(10) MetLife will pay all Expenses in excess of .25% of the average net assets
for the Morgan Stanley EAFE(R) Index Portfolio until the Portfolio's assets
reach $100 million, or until November 8, 2000, whichever comes first. After
such date, MetLife will continue to pay all Expenses in excess of .40% of
the Portfolio's average net assets until the Portfolio's assets reach $200
million, or until April 30, 2001, whichever comes first. The "Other
Expenses Before Reimbursement" information for this Portfolio assumes no
reduction of Expenses of any kind. The "Other Expenses After Reimbursement"
for this Portfolio reflects our estimate of the effect of the combined
reimbursement expected for the entire current year. The effect of such
reimbursements is that performance results are increased.

(11) Subject to state approvals, these Portfolios will become available under
the Deferred Annuities and Income Annuities on or about July 5, 2000.

(12) MetLife Mid Cap Stock Index and State Street Research Aurora Small Cap
Value Portfolios will begin operating on or about July 5, 2000. Putnam
Large Cap Growth Portfolio will begin operating on May 1, 2000 but will
become available under the Deferred Annuities and Income Annuities on or
about July 5, 2000. We will pay all Expenses in excess of .20% of the
average net assets for each of these Portfolios until each Portfolio's
total assets reaches $100 million, or until July 4, 2002, whichever comes
first. The expense information are estimates for first year Expenses.

(13) New England Investment Management, Inc. ("NEIM")pays us for providing
administrative services. You do not bear these fees. NEIM absorbs the fees
payable to MetLife.

(14) NEIM pays all expenses other than brokerage costs, interest, taxes or other
extraordinary expenses, in excess of 1.00% of the average net assets for
this Portfolio. The Portfolio's management fee decreases when its assets
grow to certain dollar amounts. The "break-point" dollar amounts at which
the management fee declines are more fully explained in the prospectus and
Statement of Additional Information for the Zenith Fund.

(15) These examples assume no reimbursement of Expenses were in effect.
Therefore, these numbers reflect the highest amount you would pay on a
$1,000 investment in each investment division based on 1999 asset levels.

(16) This example assumes no early withdrawal charges are applicable. In order
to make this assumption for a pay-out option under your Deferred Annuity,
we also assumed that you selected an income payment type under which you
will receive payments over your lifetime or for a period of at least five
full years.

A-PPA-9

<PAGE>

ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION

(For an accumulation unit outstanding throughout the period)

These tables and bar charts show fluctuations in the Accumulation Unit Values
for each investment division from year end to year end. The information in this
table has been derived from the Separate Account's full financial statements or
other reports (such as the annual report).

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
NUMBER OF
BEGINNING OF YEAR END OF YEAR ACCUMULATION
ACCUMULATION ACCUMULATION UNITS END OF YEAR
PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Lehman Brothers Aggregate Bond Division........................ 1999 $10.12 $9.86 7,735
1998 10.00(d) 10.12 793

State Street Research Income Division.......................... 1999 19.33 18.65 18,535
1998 17.89 19.33 20,060
1997 16.49 17.89 16,307
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

</TABLE>

[Bar charts, are included for each Division representing values by year]

A-PPA-10

<PAGE>

ACCUMULATION UNIT VALUES (continued)

(For an accumulation unit outstanding throughout the period)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
NUMBER OF
BEGINNING OF YEAR END OF YEAR ACCUMULATION
ACCUMULATION ACCUMULATION UNITS END OF YEAR
PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
State Street Research Diversified Division..................... 1999 $27.05 $29.04 75,126
1998 22.89 27.05 73,897
1997 19.22 22.89 62,604
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

MetLife Stock Index Division.................................. 1999 37.08 44.24 79,702
1998 29.28 37.08 71,204
1997 22.43 29.28 58,817
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

Harris Oakmark Large Cap Value Division........................ 1999 9.71 8.93 3,631
1998 10.00(d) 9.71 386

T. Rowe Price Large Cap Growth Division........................ 1999 11.01 13.29 3,394
1998 10.00(d) 11.01 407
</TABLE>

A-PPA-11

<PAGE>

ACCUMULATION UNIT VALUES (continued)

(For an accumulation unit outstanding throughout the period)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
NUMBER OF
BEGINNING OF YEAR END OF YEAR ACCUMULATION
ACCUMULATION ACCUMULATION UNITS END OF YEAR
PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
State Street Research Growth Division.......................... 1999 $34.30 $40.14 64,026
1998 27.10 34.30 64,053
1997 21.37 27.10 60,102
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

Neuberger Berman Partners Mid Cap Value Division............... 1999 10.73 12.46 2,438
1998 10.00(d) 10.73 297

Janus Mid Cap Division......................................... 1999 17.19 37.86 44,078
1998 12.69 17.19 19,031
1997 10.00(b) 12.69 7,417

State Street Research Aggressive Growth Division............... 1999 28.12 37.01 31,947
1998 25.05 28.12 38,975
1997 23.77 25.05 43,359
1996 22.35 23.77 43,962
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

</TABLE>

A-PPA-12

<PAGE>

ACCUMULATION UNIT VALUES (continued)

(For an accumulation unit outstanding throughout the period)

- ---------------------------------------------------------------------------------------------------------------------------
NUMBER OF
BEGINNING OF YEAR END OF YEAR ACCUMULATION
ACCUMULATION ACCUMULATION UNITS END OF YEAR
PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Loomis Sayles High Yield Bond Division......................... 1999 $9.60 $11.17 4,708
1998 10.51 9.60 3,882
1997 10.00(b) 10.51 2,375

Russell 2000(R)Index Division.................................. 1999 10.53 12.76 5,395
1998 10.00(d) 10.53 598

T. Rowe Price Small Cap Growth Division........................ 1999 12.02 15.19 14,007
1998 11.76 12.02 13,119
1997 10.00(b) 11.76 6,932

Scudder Global Equity Division................................. 1999 12.43 15.36 9,323
1998 10.85 12.43 7,712
1997 10.00(b) 10.85 4,826

Morgan Stanley EAFE(R)Index Division........................... 1999 10.79 13.31 3,869
1998 10.00(d) 10.79 342

</TABLE>

A-PPA-13

<PAGE>

ACCUMULATION UNIT VALUES (continued)

(For an accumulation unit outstanding throughout the period)

- ---------------------------------------------------------------------------------------------------------------------------
NUMBER OF
BEGINNING OF YEAR END OF YEAR ACCUMULATION
ACCUMULATION ACCUMULATION UNITS END OF YEAR
PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Putnam International Stock Division............................ 1999 $16.07 $18.49 13,052
1998 13.28 16.07 14,330
1997 13.77 13.28 15,865
1996 14.19 13.77 17,780
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(c) 10.61 92
</TABLE>

---------------------
In addition to the above mentioned Accumulation Units, there were cash
reserves of $45,884,050 as of December 31, 1999, applicable to Income
Annuities (including those not described in this Prospectus) receiving
annuity payouts.

(a) Inception Date July 2, 1990.

(b) Inception Date March 3, 1997.

(d) Inception Date November 9, 1998.

A-PPA-14

<PAGE>

MetLife

Metropolitan Life Insurance Company ("MetLife") is a wholly-owned subsidiary of
MetLife, Inc., a publicly traded company. Our main office is located at One
Madison Avenue, New York, New York 10010. MetLife was formed under the laws of
New York State in 1868. Headquartered in New York City, we are a leading
provider of insurance and financial services to a broad spectrum of individual
and group customers. With approximately $420 billion of assets under management
as of December 31, 1999 on a pro-forma basis, including the acquisition of
GenAmerica Corp., MetLife provides individual insurance and investment products
to approximately 9 million households in the United States. MetLife also
provides group insurance and investment products to corporations and other
institutions employing over 33 million employees and members.

Metropolitan Life Separate Account E

We established Metropolitan Life Separate Account E on September 27, 1983. The
purpose of the Separate Account is to hold the variable assets that underlie the
Preference Plus Account Variable Annuity Contracts and some other variable
annuity contracts we issue. We have registered the Separate Account with the
Securities and Exchange Commission as a unit investment trust under the
Investment Company Act of 1940.

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. We are obligated
to pay all money we owe under the Deferred Annuities and Income Annuities even
if that amount exceeds the assets in the Separate Account. The assets of the
Separate Account are held in our name on behalf of the Separate Account and
legally belong to us. All the income, gains, and losses (realized or unrealized)
resulting from these assets are credited to or charged against the contracts
issued from this Separate Account without regard to our other business.

A-PPA-15
<PAGE>

Variable Annuities

There are two types of variable annuities described in this Prospectus: Deferred
Annuities and Income Annuities. These annuities are "variable" because the value
of your account or income payment varies based on the investment performance of
the investment divisions you choose. In short, the value of your Deferred
Annuity, your income payments under a variable pay-out option of your Deferred
Annuity, or your income payments under your Income Annuity, 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 divisions you select. The
Accumulation Unit Value or Annuity Unit Value for each investment division rises
or falls based on the investment performance (or "experience") of the Portfolio
with the same name.

The Deferred Annuities have a fixed interest rate option called the "Fixed
Interest Account." With the Fixed Interest Account, your money earns a rate of
interest that we guarantee. Income Annuities and the variable pay-out options
under the Deferred Annuities have a fixed payment option called the "Fixed
Income Option." Under the Fixed Income Option, we guarantee the amount of your
fixed income payments. These fixed options are not described in this Prospectus
although we occasionally refer to them.

A Deferred Annuity

You accumulate money in your account during the pay-in phase by making one or
more purchase payments. MetLife will hold your money and credit investment
returns as long as the money remains in your account.

All IRA's receive tax deferral under the Internal Revenue Code. There are no
additional tax benefits by funding an IRA with a Deferred Annuity. Therefore,
there should be reasons other than tax deferral for acquiring the Deferred
Annuity such as the availability of a guaranteed income for life or the death
benefit.

The pay-out phase begins when you either take all of your money out of the
account or elect to have us pay you "income" payments using the money in your
account. The number and the amount of the income payments you receive will
depend on such things as the type of pay-out option you choose, your investment
choices, and the amount used to provide your income payments. Because Deferred
Annuities offer various insurance benefits such as payment options, including
our guarantee of income for your lifetime, they are "annuities."

An Income Annuity

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

Group Deferred Annuities and group Income Annuities are also available. They are
offered to an employer, association, trust or other group for its employees,
members or participants.

A Deferred Annuity consists of two phases: the accumulation or "pay-in" phase
and the income or "pay-out" phase.

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

A-PPA-16
<PAGE>

choice over which MetLife will make income payments. Income Annuities also have
other features. The amount of the income payments you receive will depend on
such things as the type of pay-out option you choose, your investment choices
and the amount of your purchase payment.

Your Investment Choices

The Metropolitan Fund, the Zenith Fund and each of their Portfolios are more
fully described in their respective prospectuses and SAIs. The Metropolitan Fund
and Zenith Fund prospectuses are attached at the end of this Prospectus. You
should read these prospectuses carefully before making purchase payments to the
investment divisions. The SAIs are available upon your request.

Your investment choices are listed in the approximate risk relationship among
the available Portfolios. You should understand that each Portfolio incurs its
own risk which will be dependent upon the investment decisions made by the
respective Portfolio's investment manager. Furthermore, the name of a Portfolio
may not be indicative of all the investments held by the Portfolio. The list is
intended to be a guide. Please consult the appropriate Fund prospectus for more
information regarding the investment objectives and investment practices of each
Portfolio. Since your Account Balance or income payments are subject to the
risks associated with investing in stocks and bonds, your Account Balance or
variable income payments based on amounts allocated to the investment divisions
may go down as well as up.

The following list of investment choices includes five Portfolios that, subject
to state approval, we anticipate will be available on or about July 5, 2000.

Lehman Brothers Aggregate Bond Index Portfolio
State Street Research Income Portfolio
State Street Research Diversified Portfolio
MetLife Stock Index Portfolio
Harris Oakmark Large Cap Value Portfolio
T. Rowe Price Large Cap Growth Portfolio
State Street Research Growth Portfolio
Davis Venture Value Portfolio
Putnam Large Cap Growth Portfolio
Metlife Mid Cap Stock Index Portfolio
Neuberger Berman Partners Mid Cap Value Portfolio
Janus Mid Cap Portfolio
State Street Research Aggressive Growth Portfolio
Loomis Sayles High Yield Bond Portfolio
Russell 2000(R) Index Portfolio
T. Rowe Price Small Cap Growth Portfolio
Loomis Sayles Small Cap Portfolio
State Street Research Aurora Small Cap Value Portfolio
Scudder Global Equity Portfolio
Morgan Stanley EAFE(R) Index Portfolio
Putnam International Stock Portfolio

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

The investment divisions generally offer the opportunity for greater returns
over the long term than our guaranteed fixed rate options.

The degree of investment risk you assume will depend on the investment divisions
you choose. We have listed your choices (including those anticipated to be
available July 5, 2000) in the approximate order of risk from the most
conservative to the most aggressive.

While the investment divisions and their comparably named Portfolios may have
names, investment objectives and management which are identical or similar to
publicly available mutual funds, these investment divisions and Portfolios are
not those mutual funds. The portfolios most likely will not have the same
performance experience as any publicly available mutual fund.

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

A-PPA-17
<PAGE>

Subject to state approval, the Davis Venture Value, Putnam Large Cap Growth,
MetLife Mid Cap Stock Index, Loomis Sayles Small Cap and State Street Research
Aurora Small Cap Value Portfolios will be available on or about July 5, 2000.

Some of the investment choices may not be available under the terms of your
Deferred Annuity or Income Annuity. Your contract will indicate the investment
divisions that are available to you. Your investment choices may be limited
because:

/ / Some of the investment divisions are not approved in your state.

/ / Your employer, association or other group contract holder limits the number
of available investment divisions.

/ / We have restricted the available investment divisions.

/ / For Income Annuities, some states limit you to four choices (four
investment divisions or three investment divisions and the Fixed Income
Option).

The investment divisions buy and sell shares of corresponding mutual fund
portfolios. These Portfolios, which are part of either the Metropolitan Fund or
the Zenith Fund, invest in stocks, bonds and other investments. All dividends
declared by the Portfolios are earned by the Separate Account and reinvested.
Therefore, no dividends are distributed to you under the Deferred Annuities or
Income Annuities. You pay no transaction expenses (i.e., front-end or back-end
sales load charges) as a result of the Separate Account's purchase or sale of
these mutual fund shares. The Portfolios of the Metropolitan Fund and the Zenith
Fund are available only by purchasing annuities and life insurance policies from
MetLife or certain of its affiliated insurance companies and are never sold
directly to the public.

The Metropolitan Fund and the Zenith Fund are "series" type funds registered
with the Securities and Exchange Commission as an "open-end management
investment company" under the Investment Company Act of 1940 (the "1940 Act"). A
"series" fund means that each Portfolio is one of several available through the
fund. Except for the Janus Mid Cap Portfolio, each Portfolio is "diversified"
under the 1940 Act.

The Portfolios of the Metropolitan Fund pay us a monthly fee for our services as
investment manager. The Zenith Fund pays New England Investment Management, Inc.
("NEIM") a monthly fee as its investment manager. These fees, as well as the
operating expenses paid by each Portfolio, are described in the applicable
prospectus and SAI for the Metropolitan Fund or Zenith Fund.

In addition, the Metropolitan Fund and the Zenith Fund prospectuses each discuss
other separate accounts of MetLife and and its affiliated insurance companies
that invest in the Metropolitan Fund or the Zenith Fund. The risks of these
arrangements are also discussed in each Fund's prospectus.

A-PPA-18
<PAGE>

Deferred Annuities

This Prospectus describes five kinds of Deferred Annuities under which you can
accumulate money:

/ / Non-Qualified

/ / Traditional IRAs (Individual
Retirement Annuities)

/ / Roth IRAs (Roth Individual
Retirement Annuities)

/ / Simple IRAs (Savings Incentive
Match Plan for Employees
Individual Retirement Annuities)

/ / SEPs (Simplified Employee Pensions)

Certain group Deferred Annuities may be issued to a bank that does nothing but
hold them as contract holder.

The Deferred Annuity and Your Retirement Plan

If you participate through a retirement plan, the Deferred Annuity may provide
that all or some of your rights as described in this Prospectus are subject to
the plan's terms. Limitations on your rights may apply to investment choices,
purchase payments, withdrawals, transfers, the death benefit and pay-out
options. 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. You should consult your
Deferred Annuity contract and plan document to see how you may be affected.

Automated Investment Strategies

There are five automated investment strategies available to you. These
investment strategies are available to you without any additional charges. As
with any investment program, no strategy can guarantee a gain--you can lose
money. We may modify or terminate any of the strategies at any time. You may
have only one automated investment strategy in effect at a time.

The Equity Generator(SM): An amount equal to the interest earned in the Fixed
Interest Account is transferred monthly to either the MetLife Stock Index or
State Street Research Aggressive Growth investment division, based on your
selection.

As an added benefit of this strategy, as long as 100% of your contributions are
allocated to the Fixed Interest Account for the life of your Deferred Annuity
and you never request allocation changes or transfers, you will not pay more in
early withdrawal charges than your contract earns. Early withdrawal charges may
be taken from any of your earnings.

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

These Deferred Annuities may be either issued to you as an individual or to a
group (you are then a participant under the group's Deferred Annuity).

We created these investment strategies to help you manage your money. You decide
if one is appropriate for you, based upon your risk tolerance and saving goals.
Also, the strategies were designed to help you take advantage of the
tax-deferred status of a Non-Qualified annuity.

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

A-PPA-19
<PAGE>

The Equalizer(SM): You start with equal amounts of money in the Fixed Interest
Account and your choice of either the MetLife Stock Index Division or the State
Street Research Aggressive Growth Division. Each quarter amounts are transferred
between the Fixed Interest Account and your chosen investment division to make
the value of each equal. Say you choose the MetLife Stock Index Division. If
over the quarter, it outperforms the Fixed Interest Account, money is
transferred to the Fixed Interest Account. Conversely, if the Fixed Interest
Account outperforms the MetLife Stock Index Division, money is transferred into
the MetLife Stock Index Division.

The Rebalancer(SM): You select a specific asset allocation for your entire
Account Balance from among the investment divisions and the Fixed Interest
Account. Each quarter, we transfer amounts among these options to bring the
percentage of your Account Balance in each option back to your original
allocation. In the future, we may permit you to allocate less than 100% of your
Account Balance to this strategy.

The Index Selector(SM): You may select one of five asset allocation models which
are designed to correlate to various risk tolerance levels. Based on the model
you choose, your entire Account Balance is divided among the Lehman Brothers
Aggregate Bond Index, MetLife Stock Index, Morgan Stanley EAFE(R) Index, Russell
2000(R) Index and MetLife Mid Cap Stock Index (available on or about July 5,
2000) investment divisions and the Fixed Interest Account. On or about July 5,
2000, the models will be revised to include the MetLife Mid Cap Stock Index
Division. Each quarter, the percentage in each of these investment divisions and
the Fixed Interest Account is brought back to the original percentage by
transferring amounts among the investment divisions and the Fixed Interest
Account.

In the future, we may permit you to allocate less than 100% of your Account
Balance to this strategy. This strategy may experience more volatility than our
other strategies. The models are subject to change from time to time. We provide
the elements to formulate the models. We may rely on a third party for its
expertise in creating appropriate allocations.

The Allocator(SM): Each month a dollar amount you choose is transferred from the
Fixed Interest Account to any of the investment divisions you choose. You select
the day of the month and the number of months over which the transfers will
occur. A minimum transfer of $50 is the only requirement.

The Equity Generator and the Allocator are dollar cost averaging strategies.
Dollar cost averaging involves investing at regular intervals of time. Since
this involves continuously investing regardless of fluctuating prices, you
should consider whether you can continue the strategy through periods of
fluctuating prices.

A-PPA-20
<PAGE>

Purchase Payments

There is no minimum purchase payment. You may continue to make purchase payments
while you receive Systematic Withdrawal Program payments, as described later in
this Prospectus, unless your purchase payments are made through automatic
payroll deduction, check-o-matic, salary reduction or salary deduction.

Allocation of Purchase Payments

You decide how your money is allocated among the Fixed Interest Account and the
investment divisions. You can change your allocations for future purchase
payments. We will make allocation changes when we receive your request for a
change. You may also specify an effective date for the change as long as it is
within 30 days after we receive the request.

Automated Purchase Payments

If you purchase a Traditional IRA, a Roth IRA or a Non-Qualified Deferred
Annuity, you may elect to have purchase payments made automatically. 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
money from your checking account and makes the purchase payment for you.

Electronic Applications

When circumstances permit, we may be able to electronically submit your complete
initial application to your MetLife Designated Office. If you elect to use this
process, our local office or your sales representative will actually transmit
the record of your purchase payment and application. Your actual purchase
payment, application and other related documents will then be forwarded to your
MetLife Designated Office. We may, for certain Deferred Annuities, treat the
electronic purchase payment as though we had received payment at your MetLife
Designated Office in order to credit and value the purchase payment.

We may do this if:

/ / The electronic purchase payment is received at your MetLife Designated
Office and accompanied by a properly completed electronic application
record; and

/ / Your money, application and other documentation are received in good order
at your MetLife Designated Office within five business days following the
transmission of the electronic record. Generally, the electronic record is
received at your MetLife Designated Office the business day following its
transmission by the sales representative or local office.

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

You may make purchase payments to your Deferred Annuity whenever you choose, up
to the date you begin receiving payments from a pay-out option. However, Federal
tax rules may limit the amount and frequency of your purchase payments.

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

A-PPA-21

<PAGE>

If, however, your purchase payment and paper copy of the application
are received at your MetLife Designated Office before the electronic
record, then your purchase payment will be credited and valued as of
the date it is received.

Limits on Purchase Payments

Your ability to make purchase payments may be limited by:

/ / Federal tax laws;

/ / Our right to limit the total of your purchase payments to $500,000. We
may change the maximum by telling you in writing at least 90 days in
advance; and

/ / Regulatory requirements. For example, if you reside in Washington or
Oregon, we may be required to limit your ability to make purchase payments
after you have held the Deferred Annuity for more than three years, if the
Deferred Annuity was issued to you after you turn age 60; or after you turn
age 63, if the Deferred Annuity was issued before you were age 61.

The Value of Your Investment

Accumulation Units are credited to you when you make purchase payments or
transfers into an investment division. When you withdraw or transfer money from
an investment division, accumulation units are liquidated. We determine the
number of accumulation units by dividing the amount of your purchase payment,
transfer or withdrawal by the Accumulation Unit Value on the date of the
transaction.

This is how we calculate the Accumulation Unit Value for each investment
division:

/ / First, we determine the change in investment performance (including any
investment-related charge) for the underlying Portfolio from the previous
trading day to the current trading day;

/ / Next, we subtract the daily equivalent of our insurance-related charge
(general administrative expense and mortality and expense risk charges) for
each day since the last Accumulation Unit Value was calculated; and

/ / Finally, we multiply the previous Accumulation Unit Value by this result.

A-PPA-22
<PAGE>

Examples

Calculating the Number of Accumulation Units

Assume you make a purchase payment of $500 into one investment division and that
investment division's Accumulation Unit Value is currently $10.00. You would be
credited with 50 accumulation units.

$500 = 50 accumulation units
---
10

Calculating the Accumulation Unit Value

Assume yesterday's Accumulation Unit Value was $10.00 and the number we
calculate for today's investment experience (minus charges) for an underlying
portfolio is 1.05. Today's Accumulation Unit Value is $10.50. The value of your
$500 investment is then $525.

$10.00 x 1.05 = $10.50 is the new Accumulation Unit Value

However, assume that today's investment experience (minus charges) is .95
instead of 1.05. Today's Accumulation Unit Value is $9.50. The value of your
$500 investment is then $475.

$10.00 x .95 = $9.50 is the new Accumulation Unit Value

Transfers

You can make tax-free transfers between investment divisions or between the
investment divisions and the Fixed Interest Account. For us to process a
transfer, you must tell us:

/ / The percentage or dollar amount of the transfer;

/ / The investment divisions (or Fixed Interest Account) from which you want
the money to be transferred;

/ / The investment divisions (or Fixed Interest Account) to which you want
the money to be transferred; and

/ / Whether you intend to start, stop or modify an automated investment
strategy by making the transfer.

Each Fund may restrict or refuse purchases or redemptions of shares in their
Portfolios as a result of certain market timing activities. You should read the
Fund prospectuses for more details.

Your transfer request must be completed prior to 4:00 p.m. Eastern time on one
of our business days if you want the transaction to take place on that day. All
other transfer requests will be processed our next business day.

We may require you to:

/ / Use our forms;

/ / Maintain a minimum Account Balance (if the transfer is in connection with
an automated investment strategy); or

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You may transfer money within your contract. You will not incur current taxes on
your earnings or any early withdrawal charges as a result of transferring your
money.

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/ / Transfer a minimum amount if the transfer is in connection with the
Allocator.

Access To Your Money

You may withdraw either all or part of your Account Balance from the Deferred
Annuity. Other than those made through the Systematic Withdrawal Program,
withdrawals must be at least $500 (or the Account Balance, if less). To process
your request, we need the following information:

/ / The percentage or dollar amount of the withdrawal; and

/ / The investment divisions (or Fixed Interest Account) from which you want
the money to be withdrawn.

Generally, if you request, we will make payments directly to other investments
on a tax-free basis. You may only do so if all applicable tax and state
regulatory requirements are met and we receive all information necessary for us
to make the payment. We may require you to use our forms.

Systematic Withdrawal Program

Under this program and subject to approval in your state, you may choose to
automatically withdraw a specific dollar amount or a percentage of your Account
Balance each Contract Year. This amount is then paid in equal portions
throughout the Contract Year, according to the time frame you select, e.g.,
monthly, quarterly, semi-annually or annually. Once the Systematic Withdrawal
Program is initiated, the payments will automatically renew each Contract Year.
Income taxes, tax penalties and early withdrawal charges may apply to your
withdrawals.

If you elect to withdraw a dollar amount, we will pay you the same dollar amount
each Contract Year. If you elect to withdraw a percentage of your Account
Balance, each Contract Year, we recalculate the dollar amount you will receive
based on your new Account Balance.

Calculating Your Payment for Subsequent Contract Years of the Systematic
Withdrawal Program: For each subsequent year that your Systematic Withdrawal
Program remains in effect, we will deduct from your Deferred Annuity and pay you
over the Contract Year either the dollar amount that you chose or a dollar
amount equal to the percentage of your Account Balance you chose. For example,
if you select to receive payments on a

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Income taxes, tax penalties and early withdrawal charges may apply to any
withdrawal you make.

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monthly basis, ask for a percentage and that percentage of your Account Balance
equals $12,000 at the start of a Contract Year, we will pay you $1,000 a month.

If you do not provide us with your desired allocation, or there are insufficient
amounts in the investment divisions or the Fixed Interest Account that you
selected, the payments will be taken out pro rata from the Fixed Interest
Account and any investment divisions in which you then have money.

Selecting a Payment Date: Your payment date is the date we make the withdrawal.
When you select or change a payment date, we must receive your request at least
10 days prior to the selected payment date. If we do not receive your request in
time, we will make the payment a month after the date you selected. If you do
not select a payment date, we will automatically begin systematic withdrawals
within 30 days after we receive your request. Changes in the dollar amount,
percentage, or timing of payments can be made once a year at the beginning of
any Contract Year. However, we must receive your request at least 30 days in
advance. If you make any of these changes, we will treat your contract as though
you were starting a new Systematic Withdrawal Program.

Although we need your written authorization to begin this program, you may
cancel this program at any time by telephone or by writing to us at your MetLife
Designated Office. However, you may only restart this program once each Contract
Year.

Systematic Withdrawal Program payments may be subject to an early withdrawal
charge unless an exception to this charge applies. For purposes of determining
how much of the annual payment amount is exempt from this charge under the free
withdrawal provision (discussed later), all Systematic Withdrawal Program
payments in a Contract Year are characterized as a single lump sum withdrawal as
of your first payment date in that Contract Year. When you first elect the
program, we will calculate the percentage of your Account Balance your
Systematic Withdrawal Payment represents based on your Account Balance on the
first Systematic Withdrawal Program payment date. For all subsequent Contract
Years, we will calculate the percentage of your Account Balance your Systematic
Withdrawal payment represents based on your Account Balance on the first
Systematic Withdrawal Program payment date of that Contract Year. We will
determine separately the early withdrawal charge and any relevant factors (such
as applicable exceptions) for each Systematic Withdrawal Program payment as of
the date it is withdrawn from your Deferred Annuity.

Minimum Distribution

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If you would like to receive your systematic withdrawal payment on or about the
first of the month, you should request that the payment date be the 20th day of
the month.

Your Account Balance will be reduced by the amount of your systematic withdrawal
payments and applicable withdrawal charges. Payments under this program are not
the same as income payments you would receive from a Deferred Annuity pay-out
option or under an Income Annuity.

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may request that we pay it to you in installments throughout the calendar
year. However, we may require that you maintain a certain Account Balance at the
time you request these payments.

Contract Fee

There is no Separate Account annual contract fee.

/ / For the Non-Qualified, Traditional IRA, Roth IRA and SEP Deferred
Annuities, you pay a $20 annual fee from the Fixed Interest Account at the
end of each Contract Year if your Account Balance is less than $20,000 and
you are not enrolled in the check-o-matic or automatic payroll deduction
programs.

/ / For the SIMPLE IRA Deferred Annuity, you pay a $20 annual fee from the
Fixed Interest Account at the end of each Contract Year if your Account
Balance is less than $20,000 and you do not make a purchase payment during
the Contract Year.

Charges

There are two types of charges you pay while you have money in an investment
division:

/ / Insurance-related charge, and

/ / Investment-related charge.

Insurance-Related Charge

You will pay an insurance-related charge for the Separate Account that is no
more than 1.25% annually of the average value of the amount you have in the
Separate Account. This charge pays us for general administrative expenses and
for the mortality and expense risk of the Deferred Annuity.

General administrative expenses we incur include financial, actuarial,
accounting, and legal expenses.

The mortality portion of the insurance-related charge pays us for the risk that
you may live longer than we estimated. Then, we could be obligated to pay you
more in payments from a pay-out option than we anticipated. Also, we bear the
risk that the guaranteed death benefit we would pay should you die during your
"pay-in" phase is larger than your Account Balance. We also bear the risk that
our expenses in administering the Deferred Annuities may be greater than we
estimated (expense risk).

Investment-Related Charge

This charge has two components. The first pays the investment managers for
managing money in the Portfolios. The second consists of Portfolio operating
expenses. The percentage you pay depends on which investment divisions you
select. Amounts for each investment division for the previous year are listed in
the Table of Expenses.

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The charges you pay will not reduce the number of accumulation units credited to
you, credited to you. Instead, we decduct the charges each time we calcualte the
Accumulation Unit Value.

MetLife guarantees that the Separate Account insurrance-related charge will not
increase while you a Deferred Annuity.

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Premium Taxes

Some jurisdictions tax what are called "annuity considerations." These may apply
to 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. Generally, our practice
is to deduct money to pay premium taxes (also known as "annuity" taxes) only
when you exercise a pay-out option. In certain jurisdictions, we may also deduct
money to pay premium taxes on lump sum withdrawals or when you exercise a
pay-out option. We may deduct an amount to pay premium taxes some time in the
future since the laws and the interpretation of the laws relating to annuities
are subject to change.

Premium taxes, if applicable, currently range from .5% to 5.0% depending on the
Deferred Annuity you purchase and your home state or jurisdiction. A chart in
the Appendix shows the jurisdictions where premium taxes are charged and the
amount of these taxes.

Early Withdrawal Charges

An early withdrawal charge of up to 7% may apply if you withdraw purchase
payments within 7 years of when they were credited to your Deferred Annuity. To
determine the early withdrawal charge for Deferred Annuities, we treat your
Fixed Interest Account and Separate Account as if they were a single account and
ignore both your actual allocations and the Fixed Interest Account or investment
division from which the withdrawal is actually coming. 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" (oldest
money first) basis. Once we have determined the amount of the early withdrawal
charge, we will then withdraw it from the Fixed Interest Account and the
investment divisions in the same proportion as the withdrawal is being made. In
determining what the withdrawal charge is, we do not include earnings, although
the actual withdrawal to pay it may come from earnings.

For partial withdrawals, 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 in the following chart. Then we will make the
payment directed and withdraw the early withdrawal charge.

For a full withdrawal, we multiply the amount to which the withdrawal charge
applies by the percentage shown, 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 if your Account Balance is not sufficient to pay both the requested
withdrawal and the early withdrawal charge.

The early withdrawal charge on purchase payments withdrawn is as follows:

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You will not pay an early withdrawal charge on any purchase payments made more
than 7 years ago.

We do not include your earnings when calculating early withdrawal charges.
However, if the early withdrawal charge is greater than the available purchase
payments, then we will take the early withdrawal charges, in whole or in part,
from your earnings.

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During Purchase Payment Year

Year 1 2 3 4 5 6 7 8 & Later

Percentage 7% 6% 5% 4% 3% 2% 1% 0%

By law, your total early withdrawal charges applied to amounts in the investment
divisions will never exceed 9% of all your purchase payments in the investment
divisions.

The early withdrawal charge reimburses us for our costs in selling the Deferred
Annuities. We may use our profits (if any) from the mortality and expense risk
charge to pay for our costs to sell the Deferred Annuities which exceed the
amount of early withdrawal charges we collect. However, we believe that our
sales costs may exceed the early withdrawal charges we collect. If so, we will
pay the difference out of our general profits.

When No Early Withdrawal Charge Applies

In some cases, we will not charge you the early withdrawal charge when you make
a withdrawal. We may, however, ask you to prove that you meet any conditions
listed below.

You do not pay an early withdrawal charge:

/ / On transfers you make within your Deferred Annuity.

/ / On withdrawals of purchase payments you made over seven years ago.

/ / If you choose payments over one or more lifetimes or for a period of at
least five years (without the right to accelerate the payments).

/ / If you die during the pay-in phase. Your beneficiary will receive the full
death benefit without deduction.

/ / If you withdraw up to to 10% of your Account Balance in a Contract Year.
This 10% total withdrawal may be taken in an unlimited number of partial
withdrawals during that Contract Year. Each time you make a withdrawal, we
calculate what percentage your withdrawal represents at that time. Only when
the total of these percentages exceeds 10% will you have to pay early
withdrawal charges.

/ / If the withdrawal is required for you to avoid Federal income tax penalties
or to satisfy Federal income tax rules or Department of Labor regulations
that apply to your Deferred Annuity. This exception does not apply if you
have a Non-Qualified or Roth IRA Deferred Annuity.

/ / Because you accept an amendment converting your Traditional IRA Deferred
Annuity to a Roth IRA Deferred Annuity.

/ / If your contract provides for this, on your first withdrawal to which an
early withdrawal charge would otherwise apply, and either you or your
spouse:

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Early withdrawal charges never apply to transfers among investment divisions or
transfers to or from the Fixed Interest Account.

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o Has been a resident of certain nursing home facilities for a minimum
of 90 consecutive days; or

o Is diagnosed with a terminal illness and not expected to live more than
a year.

When Another Early Withdrawal Charge May Apply

If you transferred money from certain eligible MetLife contracts into a Deferred
Annuity, you may have different early withdrawal charges for these transfer
amounts. Any purchase payments made after the transfer are subject to the usual
early withdrawal charge schedule.

/ / Amounts transferred before January 1, 1996:

We credit your transfer amounts with the time you held them under your
original contract. Or, if it will produce a lower charge, we use the
following schedule to determine early withdrawal charges (determined as
previously described) for transferred amounts from your original
contract:

During Purchase Payment Year

Year 1 2 3 4 5 6 and Beyond

Percentage 5% 4% 3% 2% 1% 0%

/ / Amounts transferred on or after January 1, 1996:

o For certain contracts which we issued at least two years before the
date of transfer (except as noted below), we apply the withdrawal
charge under your original contract but not any of the original
contract's exceptions or reductions to the withdrawal charge percentage
that do not apply to a Deferred Annuity. Or, if it will produce a lower
charge, we use the following schedule to determine early withdrawal
charges for transferred amounts from your original contract:

After the Transfer

Year 1 2 3 4 5 6 and Beyond

Percentage 5% 4% 3% 2% 1% 0%

o If we issued the other contract less than two years before the date of
the transfer or it has a separate withdrawal charge for each purchase
payment, we treat your purchase payments under the other contract as if
they were made under the Deferred Annuity as of the date we received
them under that contract.

/ / Alternatively, if provided for in your Deferred Annuity, we credit your
purchase payments with the time you held them under your original contract.

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Free Look

You may cancel your Deferred Annuity within a certain time period. This is known
as a "free look." We must receive your request to cancel in writing. The number
of days for this "free look" varies from state to state. The time period may
also vary depending on your age and whether you purchased your Deferred Annuity
from us directly, through the mail or with money from another annuity or life
insurance policy. Not all contracts issued are subject to free look provisions
under state law. Depending on state law, we may refund all of your purchase
payments or your Account Balance as of the date your properly completed refund
request is received at your MetLife Designated Office.

Death Benefit

One of the insurance guarantees we provide you under your Deferred Annuity is
that your beneficiaries will be protected against market downturns. You name
your beneficiary(ies). If you die during the pay-in phase, the death benefit the
beneficiary receives will be the greatest of:

/ / Your Account Balance;

/ / Your highest Account Balance as of December 31 following the end of your
fifth Contract Year and at the end of every other five year period. In any
case, less any later partial withdrawals, fees and charges; or

/ / The total of all of your purchase payments less any partial withdrawals.

We will only pay the death benefit when we receive both proof of death and
appropriate instructions for payment.

Your beneficiary has the option to apply the death benefit (less any applicable
premium taxes) to a pay-out option offered under your Deferred Annuity. Your
beneficiary may, however, decide to take a lump sum cash payment.

Pay-out Options (or Income Options)

You may convert your Deferred Annuity into a regular stream of income after your
"pay-in" or "accumulation" phase. When you select your pay-out option, you will
be able to choose from the range of options we then have available. You have the
flexibility to select a stream of income to meet your needs. If you decide you
want a pay-out option, we withdraw some or all of your Account Balance (less any
premium taxes and applicable contract fees), then we apply the net amount to the
option. You are not required to hold your Deferred Annuity for any minimum time
period before you may annuitize. However, if you annuitize within two years of
purchasing the Deferred Annuity, a $350 contract fee applies. Generally, you may
defer receiving payments for up to one year after you have chosen your pay-out
option. The variable pay-out option may not be available in certain states.

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The pay-out phase is often referred to as either "annuitizing" your contract or
taking an income annuity.

Should our current immediate annuity rates for a fixed pay-out option provide
for greater payments than those quoted in your contract, we will use the current
rates.

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When considering a pay-out option, you should think about whether you want:

/ / Payments guaranteed by us for the rest of your life (or for the rest
of two lives) or for a specified period;

/ / A fixed dollar payment or a variable payment;

/ / A refund feature.

Your income payment amount will depend upon your choices. For lifetime options,
the age and sex of the measuring lives (annuitants) will also be considered. For
example, if you select a pay-out option guaranteeing payments for your lifetime
and your spouse's lifetime, your payments will typically be lower than if you
select a pay-out option with payments over only your lifetime. The terms of the
Contract supplement to your Deferred Annuity will determine when your income
payments start and the frequency with which you will receive your income
payments.

By the date specified in your contract, if you do not either elect to continue
the contract, select a pay-out option or withdraw your entire Account Balance,
and your Deferred Annuity was not issued under a retirement plan, we will
automatically issue you a life annuity with a 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 pay-out option. However, if we do ask you what you
want us to do and you do not respond, we may treat your silence as a request by
you to continue your Deferred Annuity.

Because the features of variable pay-out options under the Deferred Annuities
are identical to the features of Income Annuities, please read the sections
under the "Income Annuities" heading for more information.

Income Annuities

Income Annuities provide you with a regular stream of payments for either your
lifetime or a specific period. You have the flexibility to select a stream of
income to meet your needs. Income Annuities can be purchased so that you begin
receiving payments immediately or you can apply the Account Balance of your
Deferred Annuity to a pay-out option to receive payments during your "pay-out"
phase. With an Income Annuity, you must start receiving payments within the
first year after the annuity is issued. The Income Annuity currently may not be
available in certain states.

We do not guarantee that your variable payments will be a specific amount of
money. You may choose to have a portion of the payment fixed and guaranteed
under the Fixed Income Option.

Using proceeds from the following types of arrangements, you may purchase Income
Annuities to receive immediate payments:

/ / Non-Qualified / / Roth IRA / / SIMPLE IRA

/ / Traditional IRA / / SEP IRA

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You may choose the frequency of your income payments. For example, you may
receive your payments on a monthly, quarterly, semiannual or annual basis.

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If you have accumulated amounts in any of the listed investment vehicles, your
lump sum withdrawal from that investment vehicle may be used to purchase an
appropriate Income Annuity as long as income tax requirements are met.

If your retirement plan has purchased an Income Annuity, your choice of pay-out
options may be subject to the terms of the plan. 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 payments. We will not be responsible for interpreting the
terms of your plan. You should review your plan document to see how you may be
affected.

Income Payment Types

Currently, we provide you with a wide variety of income payment types to suit a
range of personal preferences.

There are three people who are involved in payments under your Income Annuity:

/ / Owner: the person or entity which has all rights under the Income Annuity
including the right to direct who receives payment.

/ / Annuitant: the person whose life is the measure for determining the
duration and sometimes the dollar amount of payments.

/ / Beneficiary: the person who receives continuing payments/or a lump sum
payment if the owner dies.

Your income payment amount will depend in large part on the type of income
payment you choose. For example, if you select a "Lifetime Income Annuity for
Two," your payments will typically be lower than if you select a "Lifetime
Income Annuity." The terms of your contract will determine when your income
payments start and the frequency with which you will receive your income
payments. The following income payment types are available:

Lifetime Income Annuity: A variable income that is paid as long as the
annuitant is living.

Lifetime Income Annuity with a Guarantee Period: A variable income that
continues as long as the annuitant is living but is guaranteed to be paid for a
number of years. If the annuitant dies before all of the guaranteed payments
have been made, payments are made to the owner of the annuity (or the
beneficiary, if the owner dies during the guarantee period) until the end of the
guaranteed period. No payments are made once the guarantee period has expired
and the annuitant is no longer living.

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Many times, the Owner and the Annuitant are the same person.

When deciding how to receive income, consider:

o The amount of income you need;

o The amount you expect to receive from other sources;

o The growth potential of other investments; and

o How long you would like your income to last.

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Lifetime Income Annuity with a Refund: A variable income that is paid as long as
the annuitant is living and guarantees that the total of all income payments
will not be less than the purchase payment that we received. If the annuitant
dies before the total of the payments received equals the purchase payment, we
will pay the owner (or the beneficiary, if the owner is not living) the
difference in a lump sum.

Lifetime Income Annuity for Two: A variable income that is paid as long as
either of the two annuitants is living. After one annuitant dies, payments
continue to be made as long as the other annuitant is living. In that event,
payments may be the same as those made while both annuitants were living or may
be a smaller percentage that is selected when the annuity is purchased. No
payments are made once both annuitants are no longer living.

Lifetime Income Annuity for Two with a Guarantee Period: A variable income that
continues as long as either of the two annuitants is living but is guaranteed to
be paid (unreduced by any percentage selected) for a number of years. If both
annuitants die before all of the guaranteed payments have been made, payments
are made to the owner of the annuity (or the beneficiary, if the owner dies
during the guarantee period) until the end of the guaranteed period. If one
annuitant dies after the guarantee period has expired, payments continue to be
made as long as the other annuitant is living. In that event, payments may be
the same as those made while both annuitants were living or may be a smaller
percentage that is selected when the annuity is purchased. No payments are made
once the guarantee period has expired and both annuitants are no longer living.

Lifetime Income Annuity for Two with a Refund: A variable income that is paid as
long as either annuitant is living and guarantees that all income payments will
not be less than the purchase payment that we received. After one annuitant
dies, payments continue to be made as long as the other annuitant is living. In
that event, payments may be the same as those made while both annuitants were
living or may be a smaller percentage that is selected when the annuity is
purchased. If both annuitants die before the total of all income payments
received equals the purchase payment, we will pay the owner (or the beneficiary,
if the owner is not living) the difference in a lump sum.

Income Annuity for a Guaranteed Period: A variable income payable for a
guaranteed period of 5 to 30 years. As an administrative practice, we will
consider factors such as your age and life expectancy in determining whether to
issue a contract with this income payment type. If the owner dies before the end
of the guarantee period, payments are made to the beneficiary until the end of
the guarantee period. No payments are made after the guarantee period has
expired.

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Allocation

You decide how your money is allocated among the Fixed Income Option and the
investment divisions.

Minimum Size of Your Income Payment

Your initial income payment must be at least $50. If you live in Massachusetts,
the initial income payment must be at least $20. This means that the amount of
your purchase payment or the amount used from a Deferred Annuity to provide a
pay-out option must be large enough to produce this minimum initial income
payment.

The Value of Your Income Payments

Annuity Units

Annuity units are credited to you when you make a purchase payment or transfer
into an investment division. Before we determine the number of annuity units to
credit to you, we reduce a purchase payment (but not a transfer) by any premium
taxes and the contract fee, if applicable. We then compute an initial income
payment amount using the Assumed Investment Return ("AIR"), your income payment
type and the age and sex of the measuring lives. We then divide the initial
income payment (allocated to an investment division) by the Annuity Unit Value
on the date of the transaction. The result is the number of annuity units
credited for that investment division. The initial variable income payment is a
hypothetical payment which is calculated based on the AIR. This initial variable
income payment is used to establish the number of annuity units. It is not the
amount of your actual first variable income payment unless your first income
payment happens to be within 10 days after we issue the Income Annuity. When you
transfer money from an investment division, annuity units in that investment
division are liquidated.

AIR

Your income payments are determined by using the AIR to benchmark the investment
experience of the investment divisions you select. The AIR is stated in your
contract and may range from 3% to 6%. The higher your AIR, the higher your
initial variable income payment will be. Your next payments will increase in
proportion to the amount the actual investment experience of your chosen
investment divisions exceeds the AIR and Separate Account charges (the net
investment return). Likewise, your payments will decrease to the extent the
investment experience of your chosen investment divisions is less than 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 than if you had a higher AIR as changes
occur in the actual investment experience of the investment divisions.

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The AIR is stated in your contract and may range from 3% to 6%.

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The amount of each variable income payment is determined ten days prior to your
income payment date. If your first income payment is less than 10 days after
your Contract's issue date, then the amount of that payment will be determined
on your Contract's issue date.

Valuation

This is how we calculate the Annuity Unit Value for each investment division:

/ / First, we determine the change in investment experience (including any
investment-related charge) for the underlying portfolio from the previous
trading day to the current trading day;

/ / Next, we subtract the daily equivalent of your insurance-related charge
(general administrative expenses and mortality and expense risk charges)
for each day since the last day the Annuity Unit Value was calculated; the
resulting number is the net investment return.

/ / Then, we multiply by an adjustment based on your AIR for each day since
the last Annuity Unit Value was calculated; and

/ / Finally, we multiply the previous Annuity Unit Value by this result.

Transfers

You can make transfers among investment divisions or from the investment
divisions to the Fixed Income Option. Once you transfer money into the Fixed
Income Option, you may not later transfer it into an investment division. There
is no early withdrawal charge to make a transfer. If you reside in certain
states you may be limited to four options (including the Fixed Interest Option).

For us to process a transfer, you must tell us:

/ / The percentage or dollar amount of the transfer;

/ / The investment divisions (or Fixed Income Option) to which you want
to transfer; and

/ / The investment division from which you want to transfer.

We may require that you use our forms to make transfers.

Each Fund may restrict or refuse purchases or redemptions of shares in their
Portfolios as a result of certain market timing activities. You should read the
Fund prospectuses for more details.

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Once you transfer money into the Fixed Income Option yo umay not later transfer
it into an investment division.

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Contract Fee

A one time $350 contract fee is taken from your purchase payment when you
purchase an Income Annuity prior to allocating the remainder of the purchase
payment to either the investment divisions and/or the Fixed Income Option. This
charge covers our administrative costs including preparation of the Income
Annuities, review of applications and recordkeeping. If you select a pay-out
option under your Deferred Annuity and you purchased that Deferred Annuity at
least two years ago, we will waive the contract fee.

Charges

There are two types of charges you pay if you allocate any of your purchase
payment to the investment divisions:

/ / Insurance-related charge; and

/ / Investment-related charge.

Insurance-Related Charge

General administrative expenses we incur include financial, actuarial,
accounting, and legal expenses.

The mortality portion of the insurance-related charge pays us for the risk that
you may live longer than we estimated. Then, we could be obligated to pay you
more in payments than we anticipated.

We also bear the risk that our expenses in administering the Income Annuities
will be greater than we estimated (expense risk).

Investment-Related Charge

This charge has two components. The first pays the investment managers for
managing money in the Portfolios. The second consists of Portfolio operating
expenses. The percentage you pay depends on the investment divisions you select.
Amounts for each investment division for the previous year are listed in the
Table of Expenses.

Premium Taxes

Some jurisdictions tax what are called "annuity considerations." We deduct money
to pay "premium" taxes (also known as "annuity" taxes) when you make the
purchase payment.

Premium taxes, if applicable, currently range from .5% to 5.0% depending on the
Income Annuity you purchased and your home state or jurisdiction. A

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

The charges you pay will not reduce the number of annuity units credited to you.
Instead, we deduct the charges when calculation the Annuity Unit Value.

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

A-PPA-36
<PAGE>

chart in the Appendix shows the jurisdictions where premium taxes are charged
and the amount of these taxes.

Free Look

You may cancel your Income Annuity within a certain time period. This is known
as a "free look." We must receive your request to cancel in writing. The number
of days for this "free look" varies from state to state. The "free look" may
also vary depending on your age and whether you purchased your Income Annuity
from us directly, through the mail or with money from another annuity or life
insurance policy. Not all contracts issued are subject to free look provisions
under state law. Depending on state law, we may refund all of your purchase
payment or the value of your annuity units as of the date your properly
completed refund request is received at your MetLife Designated Office.

General Information

Administration

All transactions will be processed in the manner described below.

Purchase Payments

Send your purchase payments, by check or money order made payable to "MetLife,"
to your MetLife Designated Office. We will provide you with all necessary forms.
We must have all properly completed documents to credit your purchase payments.

Purchase payments (including any portion of your Account Balance under a
Deferred Annuity which you apply to a pay-out option) are effective and valued
as of 4:00 p.m. Eastern time, on the day we receive them in good order at your
MetLife Designated Office, except when they are received:

/ / On a day when the Accumulation Unit Value/Annuity Unit Value is not
calculated, or

/ / After 4:00 p.m. Eastern time.

In those cases, the purchase payments will be effective the next day the
Accumulation Unit Value or Annuity Unit Value, as applicable, is calculated.

Usually, your initial purchase payment is credited to you within two days of
receipt at your MetLife 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
your money until the problem is resolved. If you do not agree or we cannot reach
you by the fifth business day, your money will be returned.

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

You do not have a "free look" if you are electing income payments in the pay-out
phase of your Deferred Annuity.
- --------------------------------------------------------------------------------
Generally, your properly completed requests including all subsequent purchase
payments are effective the day we receive them at your MetLife Designated
Office.

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

A-PPA-37
<PAGE>

Under certain group Deferred Annuities and group Income Annuities, your
employer, or the group in which you are a participant or member must identify
you on their reports to us and tell us how your money should be allocated among
the investment divisions and the Fixed Interest Account/Fixed Income Option.

Confirming Transactions

You will receive a written statement confirming that a transaction was recently
completed. Certain transactions made on a periodic basis, such as check-o-matic,
Systematic Withdrawal Program payments, and automated investment strategy
transfers, may be confirmed quarterly.

Processing Transactions

We permit you to request transactions by mail and telephone. We anticipate
making Internet access available to you in the future. We may suspend or
eliminate telephone or Internet privileges at any time, without prior notice. We
will not accept requests for transactions by facsimile. We reserve the right to
refuse any transaction request where the request would tend to disrupt contract
administration or is not in the best interests of the contract holders or the
Separate Account.

By Telephone or Internet

You may request a variety of transactions and obtain information by telephone 24
hours a day, 7 days a week, unless prohibited by state law. Likewise, in the
future, you may be able to request a variety of transactions and obtain
information through Internet access, unless prohibited by state law. Some of the
information and transactions accessible to you include:

/ / Account Balance

/ / Unit Values

/ / Current rates for the Fixed Interest Account

/ / Transfers

/ / Changes to investment strategies

/ / Changes in the allocation of future purchase payments.

Your transaction must be completed prior to 4:00 p.m. Eastern time on one of our
business days if you want the transaction to take place on that day.
Transactions will not be processed on a day when the Accumulation or Annuity
Unit Value is not calculated or after 4:00 p.m. Eastern time. We will process
these transactions on our next business day.

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

You may authorize your sales representative to make telephone transactions on
your behalf. You must complete our form and we must agree.

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

A-PPA-38

<PAGE>

We have put into place reasonable security procedures to insure that
instructions communicated by telephone or Internet are genuine. For example, all
telephone calls are recorded. Also, you will be asked to provide some personal
data prior to giving your instructions over the telephone or through the
Internet. When someone contacts us by telephone or Internet and follows our
security procedures, we will assume that you are authorizing us to act upon
those instructions. Neither the Separate Account nor MetLife will be liable for
any loss, expense or cost arising out of any requests that we or the Separate
Account reasonably believe to be authentic. In the unlikely event that you have
trouble reaching us, requests should be made in writing to your MetLife
Designated Office.

Response times for the telephone or Internet may vary due to a variety of
factors, including volumes, market conditions and performance of the systems. We
are not responsible or liable for:

/ / any inaccuracy, error, or delay in or omission of any information you
transmit or deliver to us; or

/ / any loss or damage you may incur because of such inaccuracy, error, delay
or omission; non-performance; or any interruption of information beyond our
control.

After Your Death

If we are notified of your death before a requested transaction is completed, we
will cancel the request. For example, if you request a transfer or withdrawal
for a date in the future under a Deferred Annuity and then die before that date,
we simply pay the death benefit instead. For Income Annuity transfers, we will
cancel the request and continue making payments to your beneficiary if your
Income Annuity so provides. Or, depending on your Income Annuity provisions, we
may continue making payments to a joint annuitant or pay your beneficiary a
refund.

Third Party Requests

Generally, we only accept requests for transactions or information from you.
Therefore, we reserve the right not to process transactions requested on your
behalf by your agent with a power of attorney or any other authorization. This
includes processing transactions by an agent you designate, through a power of
attorney or other authorization, who has the ability to control the amount and
timing of transfers for a number of other contract owners, and who
simultaneously makes the same request or series of requests on behalf of other
contract owners.

Valuation

We separately determine the Accumulation Unit Value and Annuity Unit Value for
each investment division once each day when the New York Stock Exchange is open
for trading. If permitted by law, we may change the period between calculations
but we will give you 30 days notice.

A-PPA-39
<PAGE>

When you request a transaction, we will process the transaction using the next
available Accumulation Unit Value for Deferred Annuities or Annuity Unit Value
for Income Annuities. Subject to our procedure, we will make withdrawals under a
Deferred Annuity and transfers under a Deferred Annuity or Income Annuity at a
later date, if you request. If your withdrawal request is to elect a variable
pay-out option under your Deferred Annuity, we base the number of annuity units
you receive on the next available Annuity Unit Value.

Advertising Performance

We may state performance in terms of "yield," "change in Accumulation Unit
Value/Annuity Unit Value," "average annual total return," or some combination of
these terms.

Yield is the net income generated by an investment in a particular investment
division for 30 days or a month. These figures are expressed as percentages.
This percentage yield is compounded semiannually.

Change in Accumulation/Annuity Unit Value is calculated by determining the
percentage change in the value of an accumulation (or annuity) unit for a
certain period. These numbers may also be annualized. Change in
Accumulation/Annuity Unit Value may be used to demonstrate performance for a
hypothetical investment (such as $10,000) over a specified period. These
performance numbers reflect the deduction of the total Separate Account charges;
however, yield and change in Accumulation/Annuity Unit Value performance do not
reflect the possible imposition of early withdrawal charges. Early withdrawal
charges would reduce performance experience.

Average annual total return calculations reflect all Separate Account charges
and applicable early withdrawal charges. These figures also assume a steady
annual rate of return.

Performance figures will vary among the various Deferred Annuities and Income
Annuities as a result of different Separate Account charges and early withdrawal
charges. For purposes of presentation, we may assume that certain Deferred
Annuities and Income Annuities were in existence prior to their inception date.
In these cases, we calculate performance based on the historical performance of
the underlying Metropolitan Fund and Zenith Fund Portfolios. We use the actual
accumulation unit or annuity unit data after the inception date.

We calculate performance for certain investment strategies including the
Equalizer, Equity Generator and each asset allocation model of the Index
Selector. We calculate the performance as a percentage 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

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

All performance nubers are based upon historical earnings. These numbers are not
intended to indicate future results.

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

A-PPA-40
<PAGE>

that period. This percentage return assumes that there have been no withdrawals
or other unrelated transactions.

Changes to Your Deferred Annuity or Income Annuity

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

/ / To operate the Separate Account in any form permitted by law.

/ / To take any action necessary to comply with or obtain and continue any
exemptions under the law.

/ / 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.

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

/ / 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 Deferred Annuities or Income Annuities.

/ / To make any necessary technical changes in the Deferred Annuities 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 a balance, we will notify you of the
change. You may then make a new choice of investment divisions. For Deferred
Annuities issued in Pennsylvania (and Income Annuities where required by law),
we will ask your approval before making any technical changes.

Voting Rights

Based on our current view of applicable law, you have voting interests under
your Deferred Annuity or Income Annuity concerning Metropolitan Fund or Zenith
Fund proposals that are subject to a shareholder vote. Therefore, you are
entitled to give us instructions for the number of shares which are deemed
attributable to your Deferred Annuity or Income Annuity.

A-PPA-41
<PAGE>

We will vote the shares of each of the underlying Portfolios held by the
Separate Account based on instructions we receive from those having a voting
interest in the corresponding investment divisions. However, if the law or the
interpretation of the law changes, we may decide to exercise the right to vote
the Portfolio's shares based on our own judgment.

There are certain circumstances under which we may disregard voting
instructions. However, in this event, a summary of our action and the reasons
for such action will appear in the next semiannual report. If we do not receive
your voting instructions, we will vote your interest in the same proportion as
represented by the votes we receive from other investors. Shares of the
Metropolitan Fund or Zenith Fund that are owned by our general account or by any
of our unregistered separate accounts will be voted in the same proportion as
the aggregate of:

/ / The shares for which voting instructions are received, and

/ / The shares that are voted in proportion to such voting instructions.

However, if the law or the interpretation of the law changes, we may decide to
exercise the right to vote the Portfolio's shares based on our judgment.

Who Sells the Deferred Annuities and Income Annuities

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

The licensed sales representatives and broker-dealers who sell the 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 does not pay sales commissions. The commissions we pay range
from 0% to 6%.

We also make payments to our licensed sales representatives based upon the total
Account Balances of the Deferred Annuities assigned to the sales representative.
Under this compensation program, we pay an amount up to .12% of the total
Account Balances of the Deferred Annuities and other annuity contracts, certain
mutual fund account balances and cash values of certain life insurance policies.
These asset based commissions compensate the sales representative for servicing
the Deferred Annuities. These payments are not made for Income Annuities.

A-PPA-42
<PAGE>

Financial Statements

The financial statements and related notes for the Separate Account and MetLife
are in the SAI and are available from MetLife upon request. Deloitte & Touche,
LLP, who are independent auditors, audit these financial statements.

When We Can Cancel Your Deferred Annuity or Income Annuity

We may not cancel your Income Annuity.

We may cancel your Deferred Annuity only if we do not receive any purchase
payments from 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. If we do so for a
Deferred Annuity 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.

Income Taxes

The following information on taxes is a general discussion of the subject. It is
not intended as tax advice. The Internal Revenue Code ("Code") is complex and
subject to change regularly. Consult your own tax advisor about your
circumstances, any recent tax developments, and the impact of state income
taxation. The SAI has additional tax information. For purposes of this section,
we address Deferred Annuities and Income Annuities together as annuities. In
addition, because the tax treatment of Income Annuities and the pay-out option
under Deferred Annuities is generally the same, they are discussed together as
income payments.

MetLife does not expect to incur Federal, state or local income taxes on the
earnings or realize capital gains attributable to the Separate Account. However,
if we do incur such taxes in the future, we reserve the right to charge amounts
allocated to the Separate Account for these taxes.

General

Deferred annuities are a means of setting aside money for future needs-usually
retirement. Congress recognizes how important saving for retirement is and has
provided special rules in the Code.

All IRAs receive tax deferral under the Code. Although there are no additional
tax benefits by funding your IRA with an annuity, it does provide you additional
insurance benefits such as an available guaranteed income for life.

We are not responsible for determining if your employer's plan or arrangement
satisfies the requirements of the Code and/or ERISA (the Employee Retirement
Income Security Act of 1974).

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

Simply stated, earnings on Deferred Annuities are generally not subject to
Federal income tax until they are withdrawn. This is known as tax deferral.

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A-PPA-43
<PAGE>

Withdrawals

Because these products are intended for retirement, if you make a taxable
withdrawal before age 59 1/2 you may incur a tax penalty.

When money is withdrawn from your contract (whether by you or your beneficiary),
the amount treated as taxable income differs depending on the type of:

/ / annuity you purchase (e.g., Non-Qualified or IRA); and

/ / pay-out option you elect.

We will withold a portion of the amount of your withdrawal for income taxes,
unless you elect otherwise. The amount we withhold is determined by the Code.

If you meet certain requirements, your Roth IRA earnings are free from Federal
income taxes.

Withdrawals Before Age 59 1/2

If you receive a taxable distribution from your contract before you reach age
59 1/2, this amount may be subject to a 10% penalty tax, in addition to ordinary
income taxes.

As indicated in the chart below, some taxable distributions prior to age 59 1/2
are exempt from the penalty. Some of these exceptions include amounts received:

Type of Contract
-------------------------------------------
Non Trad. Roth Simple
Qualified IRA IRA IRA SEP
--------- --- --- --- ---
<S> <C> <C> <C> <C> <C>
In a series of substantially
equal payments made annually
(or more frequently)
for life or life expectancy (SEPP) x x x x x
After you die x x x x x
After you become totally disabled (as
defined in the Code) x x x x x
To pay deductible medical expenses x x x x
To pay medical insurance premiums if
you are unemployed x x x x
For qualified higher education
expenses, or x x x x
For qualified first time home purchases
up to $10,000 x x x x
After December 31, 1999 for IRS levies x x x x
</TABLE>

* For SIMPLE IRA's the tax penalty for early withdrawals is generally
increased to 25% for withdrawals within the first two years of your
participation in the SIMPLE IRA.

A-PPA-44
<PAGE>

Systematic Withdrawal Program for Substantially Equal Periodic Payments (SEPP)

If you are considering using the Systematic Withdrawal Program for the purpose
of meeting the SEPP exception to the 10% tax penalty, consult with your tax
advisor.

If you receive systematic payments that you intend to qualify for the SEPP
exception, any modifications to your payment before age 59 1/2 or within five
years after beginning Systematic Withdrawal Program payments will result in the
retroactive imposition of the 10% penalty with interest.
Minimum Distribution Requirements

As the table shows, under some contracts, generally you must begin receiving
withdrawals by April 1 of the calendar year following the year in which you
reach age 70 1/2.

A tax penalty of 50% applies to withdrawals which should have been taken but
were not. Complex rules apply to the timing and calculation of these
withdrawals.

Type of Contract
-------------------------------------------
Non- Trad. Roth Simple
Qualified IRA IRA IRA SEP
----- --- --- --- ---
70 1/2 Minimum
distribution no yes no yes yes
rules apply

Non-Qualified Annuities

/ / Contributions to Non-Qualified contracts are on an "after-tax" basis, so
you only pay income taxes on your earnings. Generally, these earnings are
taxed when you receive them from the contract.

/ / Your Non-Qualified contract may be exchanged for another Non-Qualified
annuity without paying income taxes if certain Code requirements are met.

/ / When a non-natural person owns a Non-Qualified contract, the annuity will
generally not be treated as an annuity for tax purposes and thus loses the
benefit of tax deferral. Corporations and certain other entities are
generally considered non-natural persons. However, an annuity owned by a
non-natural person as agent for an individual will be treated as an annuity
for tax purposes.

/ / Annuities issued after October 21, 1988 by the same insurance company or an
affiliate in the same year are combined for tax purposes. As a result, a
greater portion of your withdrawals may be considered taxable income than
you would otherwise expect.

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

You may combine the money required to be withdrawn from each of your Traditional
IRAs and withdraw this amount from any one or more of them.

After-tax means that your purchase payments for your annuity do not reduce your
taxable income or give you a tax deduction.

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A-PPA-45

<PAGE>

Diversification

In order for your Non-Qualified Contract to be considered an annuity contract
for Federal income tax purposes, we must comply with certain diversification
standards with respect to the investments underlying the Contract. We believe
that we satisfy and will continue to satisfy these diversification standards.
Inadvertent failure to meet these standards may be correctable. Failure to meet
these standards would result in immediate taxation to Contract owners of gains
under their Contract.

Changes to tax rules and interpretations

Changes in applicable tax rules and interpretations can adversely affect the tax
treatment of your Contract. These changes may take effect retroactively.
Examples of changes that could create adverse tax consequences include:

/ / Possible taxation of transfers between investment divisions.

/ / Possible taxation as if you were the owner of your portion of the
Separate Account's assets.

/ / Possible limits on the number of funding options available or the
frequency of transfers among them.

In those limited situations where the annuity is beneficially owned by a
non-natural person and the annuity qualifies as such for Federal income tax
purposes, the entity may have a limited ability to deduct interest or, in the
case of an insurance company, to deduct insurance reserves or incurred losses.

Purchase Payments

Although the Code does not limit the amount of your purchase payments, your
contract may limit them.

Withdrawals

Generally, when you make a withdrawal from your non-qualified annuity, the Code
treats such a withdrawal as:

/ / First coming from earnings (and thus subject to income tax); and

/ / Then from your purchase payments (which are not subject to income tax).

/ / This rule does not apply to payments made pursuant to an income
pay-out option under your contract

Different tax rules apply to payments made pursuant to an income annuity pay-out
option under your contract. They are subject to an "exclusion ratio" or
"excludable amount" which determines how much of each payment is treated as:

A-PPA-46

<PAGE>

/ / A non-taxable return of your purchase payments; and

/ / A taxable payment of earnings.

If you choose an income annuity payout option we generally will tell you how
much of each income payment is a non-taxable return of purchase payments.
Generally, once the total amount treated as a non-taxable return of your
purchase payments equals your purchase payments (reduced by any refund or
guarantee feature as required under Federal tax law), then all remaining income
payments are fully taxable.

Under the Code, withdrawals from Non-Qualified annuities need not be made by a
particular age. However, it is possible that the Internal Revenue Service may
determine that you must take a lump sum withdrawal or elect to receive income
payments by a certain age (e.g., 85).

After Death

If you die before payments under an income annuity begin, 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, he or she may elect
to continue as "owner" of the contract.

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.

If you die before all purchase payments are returned, the unreturned amount may
be deductible on your final income tax return or excluded from income by your
beneficiary if income payments continue after your death.

Individual Retirement Annuities

[Traditional IRA, Roth IRA, SIMPLE IRAs and SEPs]

Generally, except for Roth IRAs, IRAs can accept deductible (or pre-tax)
purchase payments. Deductible or pre-tax purchase payments will be taxed when
distributed from the contract.

/ / Your annuity is generally not forfeitable (e.g. not subject to claims of
your creditors) and you may not transfer it to someone else.

/ / You can transfer your IRA proceeds to a similar IRA, (or a SIMPLE IRA to a
Traditional IRA after two years), without incurring Federal income taxes if
certain conditions are satisfied.

Traditional IRA Annuities

Purchase Payments

Generally:

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

If you die during the accumulation phase of a Deferred Annuity and your spouse
is your beneficiary or a co-owner he or she may elect to continue as "owner" of
the contract.

Your total annual purchase payments to all your Traditional and Roth IRAs may
not exceed the lesser of $2,000 or 100% of your compensation.

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A-PPA-47
<PAGE>

/ / Purchase payments to Traditional and Roth IRAs are limited to the lesser of
100% of compensation or $2,000 per year. A $2,000 purchase payment can also
be made for a non-working spouse provided the couple's compensation is at
least equal to their aggregate contributions.

/ / Purchase payments in excess of this amount may be subject to a penalty tax.

/ / Purchase payments are generally permitted up to age 70 1/2.

/ / These age and dollar limits do not apply to tax-free rollovers or
transfers.

/ / If certain conditions are met, you can change your Traditional IRA purchase
payment to a Roth IRA before you file your income tax return (including
filing extensions).

Withdrawals

Withdrawals are included in income except for the portion that represents a
return of non-deductible purchase payments. This portion is determined based on
a ratio of all non-deductible purchase payments to the total values of all your
IRAs.

After Death

Generally, if you die before required minimum distribution withdrawals have
begun, we must make payment of your entire interest within five years after the
year of your death or begin income payments under an income annuity allowed by
the Code to your beneficiary by December 31st of the year after your death.

If your spouse is your beneficiary, and, if your contract permits, your spouse
may delay the start of income payments until December 31 of the year in which
you would have reached age 70 1/2.

If you die after required withdrawals begin, payments must continue at least as
rapidly as under the distribution method in effect at your death.

Roth IRA Annuities

General

Roth IRAs are different from other IRAs because you have the opportunity to
enjoy tax-free earnings. However, you can only make after-tax purchase payments
to a Roth IRA.

Purchase Payments

Roth IRA purchase payments are non-deductible and are limited to the lesser of
100% of compensation or $2,000 per year. You may contribute up to the annual
purchase payment limit in 2000 if your modified adjusted gross income does not
exceed $95,000 ($150,000 for married couples filing jointly). Purchase payment
limits are phased out if your income is between:

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

In some cases, your purchase payments may be tax deductible.

If your spouse is your beneficiary and if your contract permits, he or she may
elect to continue as "owner" of the contract.

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<PAGE>

Status Income
---------- -----------
Individual $95,000--$110,000
Married filing jointly $150,000--$160,000
Married filing separately $0--$10,000

o Annual purchase payments limits do not apply to a rollover from a Roth IRA
to another Roth IRA or a conversion from a Traditional IRA to a Roth IRA.

o You can contribute to a Roth IRA after age 70 1/2.

o If you exceed the purchase payment limits you may be subject to a tax
penalty.

o If certain conditions are met, you can change your Roth IRA contribution to
a Traditional IRA before you file your income return (including filing
extensions).

Withdrawals

Generally, withdrawals of earnings from Roth IRAs are free from Federal income
tax if they meet the following two requirements:

/ / The withdrawal is made:

o At least five taxable years after your first purchase payment to a Roth
IRA, and

/ / The withdrawal is made:

o When you reach age 59 1/2;

o Upon your death or disability; or

o For a qualified first-time home purchase (up to $10,000).

Withdrawals of earnings which do not meet these requirements are taxable and a
10% penalty tax may apply if made before age 59 1/2.

Withdrawals from a Roth IRA are made first from purchase payments and then from
earnings. Generally, you do not pay income tax on withdrawals of purchase
payments. However, withdrawals of taxable converted amounts prior to age 59 1/2
will be subject to the 10% penalty tax (unless you meet an exception) if made
within 5 taxable years of such conversion.

In addition, if you withdraw converted money in 1998, 1999 or 2000 which
received the special four year income inclusion treatment discussed later, the
withdrawal will be included in income in the year of the withdrawal (in addition
to the amounts to be included under the four year income inclusion election).
The total aggregate amount to be included in income shall not exceed the total
taxable amount of the conversion.

The order in which money is withdrawn from a Roth IRA is as follows:

(All Roth IRAs owned by a taxpayer are combined for withdrawal purposes.)

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

Annual purchase payments to your IRAs, including Roth IRAs, may not exceed the
lesser of $2,000 or 100% of your "compensation" as defined by the Code, except
for "spousal" IRAs.

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A-PPA-49
<PAGE>

/ / The first money withdrawn is any annual (non-conversion/rollover)
contributions to the Roth IRA. These are received tax and penalty free.

/ / The next money withdrawn is from conversion/rollover contributions from a
non-Roth IRA, on a first-in, first-out basis. For these purposes,
distributions are treated as coming first from the taxable portion of the
conversion/rollover contribution. As previously discussed, depending upon
when it occurs, withdrawals of taxable converted amounts may be subject to
a penalty tax, or result in the acceleration of inclusion of income.

/ / The next money withdrawn is from earnings in the Roth IRA. This is received
tax-free if it meets the requirements previously discussed, otherwise it is
subject to Federal income tax and an additional 10% penalty tax may apply
if you are under age 59 1/2.

Conversion

You may convert/rollover an existing IRA to a Roth IRA if your adjusted gross
income does not exceed $100,000 in the year you convert.

Except to the extent you have non-deductible IRA contributions, the amount
converted from an existing IRA into a Roth IRA is taxable. Generally, the 10%
early withdrawal penalty does not apply to conversions/rollovers. (See exception
discussed previously.) For conversions that occurred in 1998, you could have
elected to include the taxable amount in income over a four year period
beginning in 1998.

Unless you elect otherwise, amounts converted from a Traditional IRA to a Roth
IRA will be subject to income tax withholding. The amount withheld is determined
by the Code.

If you mistakenly convert or otherwise wish to change your Roth IRA contribution
to a Traditional IRA contribution, the tax law now allows you to reverse your
conversion provided you do so before you file your tax return for the year of
the contribution and if certain conditions are met.

After Death

Generally, when you die we must make payment of your entire interest within five
years after the year of your death or begin income payments under an income
annuity allowed by the Code to your beneficiary by December 31st of the year
after your death.

If your spouse is your beneficiary and if your contract permits, he or she may
elect to continue as "owner" of the contract.

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

If you are married but file separately, you may not convert an existing IRA into
a Roth IRA.

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

A-PPA-50

<PAGE>

Table of Contents for the Statement of Additional Information

Page

Cover Page ................................................................ 1

Table of Contents ......................................................... 1

Independent Auditors ...................................................... 2

Services .................................................................. 2

Distribution of Certificates and Interests in the
Deferred Annuities and Income Annuities ............................. 2

Experience Factor ......................................................... 2

Early Withdrawal Charge ................................................... 2

Variable Income Payments .................................................. 2

Investment Management Fees ................................................ 5

Performance Data and Advertisement of
the Separate Account ................................................ 6

Voting Rights ............................................................. 8

ERISA ..................................................................... 9

Taxes ..................................................................... 10

Performance Data .......................................................... 24

Financial Statements of the Separate Account .............................. 35

Financial Statements of MetLife ........................................... 61

A-PPA-51
<PAGE>

Appendix

Premium Tax Table

If you are a resident of one of the following jurisdictions, the percentage
amount listed by that jurisdiction is the premium tax rate applicable to your
Deferred Annuity or Income Annuity.

Non-Qualified IRA, SIMPLE IRA
Deferred Annuities and SEP Deferred
and Income Annuities and
Annuities Income Annuities(1)

California 2.35% 0.5%(2)
Maine 2.0% --
Nevada 3.5% --
Puerto Rico 1.0% 1.0%
South Dakota 1.25% --
U.S. Virgin Islands 5.0% 5.0%
West Virginia 1.0% 1.0%
Wyoming 1.0% --

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

(1) Premium tax rates applicable to IRA, SIMPLE IRA and SEP Deferred Annuities
and Income Annuities 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 heading "IRA, SIMPLE IRA
and SEP Deferred Annuities and Income Annuities."

(2) With respect to Deferred Annuities and Income Annuities 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%.

PEANUTS(C)United Feature Syndicate, Inc.

A-PPA-52
<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 New England Zenith Fund

/ / I have changed my address. My current address is:

Name
- --------------------------------- ---------------------------------
(Contract Number)

Address
---------------------------------

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

Metropolitan Life Insurance Company
Attn: Brian Mack
Investment & Income Center, 4th Floor
485E US Highway 1 South
Iselin, NJ 08830

A-PPA-53
<PAGE>

Bulk Rate
U.S. Postage Paid
Rutland, VT
Permit 220

MetLife (R)

Metropolitan Life Insurance Company
Johnstown Office, 500 Schoolhouse Road
Johnstown, PA 15904-2914

Address Service Requested

A-PPA-54

<PAGE>

PROSPECTUS
- --------------------------------------------------------------------------------
METLIFE'S PREFERENCE PLUS(REGISTERED) ACCOUNT
MAY 1, 2000

Tax Sheltered Annuities

Public Employee Deferred Compensation

Keogh

Qualified Annuity Plans under
Section 403(a) of the Internal Revenue Code

[Front cover]

Corporate Snoopy on winding country lane which trails off into hills in distance
with large sun above.

MetLife(Registered)

98112RC9(exp0501) MLIC-LD
PPATSAPROSP (5/00)

<PAGE>

May 1, 2000

Preference Plus(R) Account Variable Annuity Contracts
Issued by Metropolitan Life Insurance Company

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

You decide how to allocate your money among the various available investment
choices. The investment choices available to you are listed in the contract for
your Deferred Annuity or Income Annuity. Your choices may include the Fixed
Interest Account (not described in this Prospectus) and investment divisions
available through Metropolitan Life Separate Account E which, in turn, invest in
the following corresponding portfolios of the Metropolitan Series Fund, Inc.
("Metropolitan Fund") and series of the New England Zenith Fund ("Zenith Fund")
and a portfolio of the Calvert Variable Series, Inc. ("Calvert Fund"). For your
convenience, both the portfolios and the series are referred to as portfolios in
this Prospectus.

Lehman Brothers Aggregate Bond Index
State Street Research Income
State Street Research Diversified
Calvert Social Balanced
MetLife Stock Index
Harris Oakmark Large Cap Value
T. Rowe Price Large Cap Growth
State Street Research Growth
Davis Venture Value
Putnam Large Cap Growth
MetLife Mid Cap Stock Index
Neuberger Berman Partners Mid Cap Value
Janus Mid Cap
State Street Research Aggressive Growth
Loomis Sayles High Yield Bond
Russell 2000(R) Index
T. Rowe Price Small Cap Growth
Loomis Sayles Small Cap
State Street Research Aurora Small Cap Value
Scudder Global Equity
Morgan Stanley EAFE(R) Index
Putnam International Stock (formerly Santander
International Stock)

How to learn more:

Before investing, read this Prospectus. The Prospectus contains information
about the Deferred Annuities, Income Annuities and Metropolitan Life Separate
Account E, which you should know before investing. Keep this Prospectus for
future reference. For more information, request a copy of the Statement of
Additional Information ("SAI"), dated May 1, 2000. The SAI is considered part of
this Prospectus as though it were included in the Prospectus. The Table of
Contents of the SAI appears on page B-PPA-52 of this Prospectus. To request a
free copy of the SAI or to ask questions, write or call:

Metropolitan Life Insurance Company
Investment & Income Center, 4th Floor
485 E US Highway 1 South
Iselin, NJ 08830
Attention: Brian Mack
Phone: (800) 553-4459

The current Metropolitan Fund and Zenith Fund prospectuses and, if applicable,
the Calvert Fund prospectus are attached to the back of this prospectus. You
should also read these prospectuses carefully before purchasing a Deferred
Annuity or Income Annuity. This Prospectus is not valid unless attached to
Metropolitan Fund, Zenith Fund and, if applicable, Calvert Fund prospectuses.

- --------------------------------------------------------------------------------
Deferred Annuities Available:

o TSA

o PEDC

o Keogh

o 403(a)

Income Annuities Available:

o TSA

o PEDC

o Keogh

o 403(a)

A word about investment risk:

An investment in any of these variable annuities involves investment risk. You
could lose money you invest. Money invested is NOT:

o a bank deposit or obligation;

o federally insured or guaranteed; or

o endorsed by any bank or other financial institution.
- --------------------------------------------------------------------------------
MetLife(R)

<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS

<S> <C>
Important Terms You Should Know .....................................B-PPA-4

Table of Expenses ...................................................B-PPA-6

Accumulation Unit Values Table ......................................B-PPA-10

MetLife .............................................................B-PPA-16

Metropolitan Life Separate Account E ................................B-PPA-16

Variable Annuities ..................................................B-PPA-17

A Deferred Annuity .............................................B-PPA-17

An Income Annuity ..............................................B-PPA-17

Your Investment Choices .............................................B-PPA-18

Deferred Annuities ..................................................B-PPA-20

The Deferred Annuity and Your Retirement Plan ..................B-PPA-20

Automated Investment Strategies ................................B-PPA-21

Purchase Payments ..............................................B-PPA-22

Allocation of Purchase Payments ..............................B-PPA-22

Limits on Purchase Payments ..................................B-PPA-23

The Value of Your Investment ...................................B-PPA-23

Transfers ......................................................B-PPA-24

Access to Your Money ...........................................B-PPA-25

Systematic Withdrawal Program for TSA
Deferred Annuities ...........................................B-PPA-25

Minimum Distribution .........................................B-PPA-27

Contract Fee ...................................................B-PPA-27

Charges ........................................................B-PPA-27

Insurance-Related Charge .....................................B-PPA-27

Investment-Related Charge ....................................B-PPA-28

Premium Taxes ..................................................B-PPA-28

Early Withdrawal Charges .......................................B-PPA-28

When No Early Withdrawal Charge Applies ......................B-PPA-29

When Another Early Withdrawal Charge May Apply ...............B-PPA-32

Free Look ......................................................B-PPA-33

Death Benefit ..................................................B-PPA-33

Pay-out Options (or Income Options) ............................B-PPA-34

Income Annuities ....................................................B-PPA-35

Income Payment Types ...........................................B-PPA-35

Allocation .....................................................B-PPA-37
</TABLE>

B-PPA-2
<PAGE>

<TABLE>
<S> <C>
Minimum Size of Your Income Payment ............................B-PPA-37

The Value of Your Income Payments ..............................B-PPA-37

Transfers ......................................................B-PPA-38

Contract Fee ...................................................B-PPA-39

Charges ........................................................B-PPA-39

Insurance-Related Charge .....................................B-PPA-39

Investment-Related Charge ....................................B-PPA-39

Premium Taxes ..................................................B-PPA-40

Free Look ......................................................B-PPA-40

General Information .................................................B-PPA-40

Administration .................................................B-PPA-40

Purchase Payments ............................................B-PPA-40

Confirming Transactions ......................................B-PPA-41

Processing Transactions ......................................B-PPA-41

By Telephone or Internet ...................................B-PPA-41

After Your Death ...........................................B-PPA-42

Third Party Requests .......................................B-PPA-42

Valuation ....................................................B-PPA-42

Advertising Performance ........................................B-PPA-43

Changes to Your Deferred Annuity or Income Annuity .............B-PPA-44

Voting Rights ..................................................B-PPA-44

Who Sells the Deferred Annuities and Income Annuities ..........B-PPA-45

Financial Statements ...........................................B-PPA-46

Your Spouse's Rights ...........................................B-PPA-46

When We Can Cancel Your Deferred Annuity or
Income Annuity .................................................B-PPA-47

Income Taxes ........................................................B-PPA-47

Table of Contents of the Statement of Additional
Information .........................................................B-PPA-52

Appendix for Premium Tax Table ......................................B-PPA-53

Appendix II for Texas Optional Retirement Program ...................B-PPA-54
</TABLE>

MetLife does not intend to offer the Deferred Annuities or Income Annuities
anywhere they may not lawfully be offered and sold. MetLife has not authorized
any information or representations about the Deferred Annuities or Income
Annuities other than the information in this Prospectus, any attached
prospectuses or supplements to the prospectuses or any supplemental sales
material we authorize.

B-PPA-3
<PAGE>

Important Terms You Should Know

Account Balance

Accumulation Unit Value

Annuity Unit Value

Assumed Investment Return (AIR)

Contract

Contract Year

Generally, the Contract Year for a Deferred Annuity is the period ending on the
last day of the month in which the anniversary of when we issued the annuity
occurs and each following 12 month period. However, depending on underwriting
and plan requirements, the first Contract Year may range from the initial three
to 15 months after the Deferred Annuity is issued.

B-PPA-4
<PAGE>

Early Withdrawal Charge

Investment Division

MetLife

Metropolitan Life Insurance Company is the company that issues the Deferred
Annuities and Income Annuities. Throughout this Prospectus, MetLife is also
referred to as "we," "us" or "our."

MetLife Designated Office

The MetLife Designated Office is the MetLife office that will generally handle
the processing of all your requests concerning your Deferred Annuity or Income
Annuity. MetLife will notify you and provide you with the address of your
MetLife Designated Office.

Separate Account

Variable Annuity

You

In this Prospectus, depending on the context, "you" may mean either the
purchaser of the Deferred Annuity or Income Annuity, or, the participant or
annuitant for whom money is invested under certain group arrangements. In cases
where we are referring to giving instructions or making payments to us for PEDC
contracts, "you" means the trustee. For Keogh contracts, "you" means the trustee
of the Keogh plan. Under PEDC or Keogh plans where the participant or annuitant
is allowed to choose among investment choices, "you" means the participant or
annuitant who is giving us instructions about the investment choices.

B-PPA-5
<PAGE>

TABLE OF EXPENSES--PREFERENCE PLUS DEFERRED ANNUITIES AND INCOME ANNUITIES

The following table shows the Separate Account, Metropolitan Fund, Zenith
Fund and Calvert Fund charges and expenses. The numbers in the table for the
Separate Account, the Zenith Fund, the Calvert Fund and all Divisions of the
Metropolitan Fund except the Portfolios to be introduced on or about July 5,
2000 are based on past experience. The numbers for the Portfolios to be
introduced on or about July 5, 2000 are estimates for the current year. The
numbers in the Table are subject to change. The table is not intended to show
your actual total combined expenses of the Separate Account, Metropolitan Fund,
Zenith Fund and Calvert Fund which may be higher or lower. It does not show fees
for the Fixed Interest Account or premium taxes which may apply. We have
provided examples to show you the impact of Separate Account, Metropolitan Fund,
Zenith Fund and Calvert Fund charges and expenses on a hypothetical investment
of $1,000 that has an assumed 5% annual return on the investment.

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

Separate Account, Metropolitan Fund, Zenith Fund and Calvert Fund expenses for
the fiscal year ending December 31, 1999:

Contract Owner Transaction Expenses For All Investment Divisions Currently
Offered

<TABLE>
<S> <C>
Sales Load Imposed on Purchases .............................. None
Deferred Sales Load (as a percentage of the purchase
payment funding the withdrawal during the accumulation
period)(1) ................................................ From 0% to 7%
Exchange Fee .............................................. None
Surrender Fee ............................................. None
Annual Contract Fee (2) ..................................... None
Separate Account Annual Expenses (as a percentage of
average account value) (3)
General Administrative Expenses Charge ................... .50%
Mortality and Expense Risk Charge ........................ .75%
Total Separate Account Annual Expenses ................... 1.25%
</TABLE>

<TABLE>
<CAPTION>
Metropolitan Fund Annual Expenses (as a percentage of average net assets)

OTHER EXPENSES TOTAL EXPENSES
MANAGEMENT BEFORE BEFORE
FEES REIMBURSEMENT REIMBURSEMENT
- -------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
Lehman Brothers Aggregate Bond Index Portfolio (8) ............ .25 .15 .40
State Street Research Income Portfolio (4)(5) ................. .32 .06 .38
State Street Research Diversified Portfolio (4)(5)(6) ......... .43 .03 .46
MetLife Stock Index Portfolio (4) ............................. .25 .04 .29
Harris Oakmark Large Cap Value Portfolio (5)(6)(8) ............ .75 .40 1.15
T. Rowe Price Large Cap Growth Portfolio (5)(6)(8) ............ .69 .62 1.31
State Street Research Growth Portfolio (4)(5)(6) .............. .47 .04 .51
Putnam Large Cap Growth Portfolio (11)(12) .................... .80 .59 1.39
MetLife Mid Cap Stock Index Portfolio (11)(12) ................ .25 .65 .90
Neuberger Berman Partners Mid Cap Value Portfolio (5)(6)(8) ... .70 .48 1.18
Janus Mid Cap Portfolio (5)(7) ................................ .67 .04 .71
State Street Research Aggressive Growth Portfolio (4)(5)(6) ... .70 .04 .74
Loomis Sayles High Yield Bond Portfolio (7) ................... .70 .24 .94
Russell 2000(R)Index Portfolio (8)(9) ......................... .25 .64 .89
T. Rowe Price Small Cap Growth Portfolio (5)(7) ............... .52 .09 .61

<S> <C> <C>
Lehman Brothers Aggregate Bond Index Portfolio (8) ............ .15 .40
State Street Research Income Portfolio (4)(5) ................. .06 .38
State Street Research Diversified Portfolio (4)(5)(6) ......... .02 .45
MetLife Stock Index Portfolio (4) ............................. .04 .29
Harris Oakmark Large Cap Value Portfolio (5)(6)(8) ............ .19 .94
T. Rowe Price Large Cap Growth Portfolio (5)(6)(8) ............ .24 .93
State Street Research Growth Portfolio (4)(5)(6) .............. .02 .49
Putnam Large Cap Growth Portfolio (11)(12) .................... .20 1.00
MetLife Mid Cap Stock Index Portfolio (11)(12) ................ .20 .45
Neuberger Berman Partners Mid Cap Value Portfolio (5)(6)(8) ... .06 .76
Janus Mid Cap Portfolio (5)(7) ................................ .04 .71
State Street Research Aggressive Growth Portfolio (4)(5)(6) ... .02 .72
Loomis Sayles High Yield Bond Portfolio (7) ................... .24 .94
Russell 2000(R)Index Portfolio (8)(9) ......................... .30 .55
T. Rowe Price Small Cap Growth Portfolio (5)(7) ............... .09 .61
</TABLE>

B-PPA-6
<PAGE>

TABLE OF EXPENSES (continued)

Metropolitan Fund Annual Expenses
(as a percentage of average net assets) (continued)

OTHER EXPENSES TOTAL EXPENSES
MANAGEMENT BEFORE BEFORE
FEES REIMBURSEMENT REIMBURSEMENT
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
State Street Research Aurora Small Cap Value
Porfolio (5)(11)(12) ........................................ .85 .23 1.08
Scudder Global Equity Portfolio (5)(7) ...................... .67 .20 .87
Morgan Stanley EAFE(R) Index Portfolio (8)(10) .............. .30 1.47 1.77
Putnam International Stock Portfolio (4)(5) ................. .90 .22 1.12

<CAPTION>
------------------------------------
OTHER EXPENSES TOTAL EXPENSES
AFTER AFTER
REIMBURSEMENT REIMBURSEMENT
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
State Street Research Aurora Small Cap Value
Porfolio (5)(11)(12) ........................................ .20 1.05
Scudder Global Equity Portfolio (5)(7) ...................... .20 .87
Morgan Stanley EAFE(R) Index Portfolio (8)(10) .............. .36 .66
Putnam International Stock Portfolio (4)(5) ................. .22 1.12

OTHER EXPENSES TOTAL EXPENSES
Zenith Fund Annual Expenses MANAGEMENT BEFORE BEFORE
(as a percentage of average net assets) FEES REIMBURSEMENT REIMBURSEMENT
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Davis Venture Value Series (11)(13) ......................... .75 .06 .81
Loomis Sayles Small Cap Series (11)(13)(14) ................. .90 .10 1.00

<CAPTION>
------------------------------------
OTHER EXPENSES TOTAL EXPENSES
Zenith Fund Annual Expenses AFTER AFTER
(as a percentage of average net assets) REIMBURSEMENT REIMBURSEMENT
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Davis Venture Value Series (11)(13) ......................... .06 .81
Loomis Sayles Small Cap Series (11)(13)(14) ................. .10 1.00

OTHER EXPENSES TOTAL EXPENSES
Calvert Fund Annual Expenses MANAGEMENT BEFORE BEFORE
(as a percentage of average net assets) FEES REIMBURSEMENT REIMBURSEMENT
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Calvert Social Balanced Portfolio (15) ...................... .70 .19 .89

<CAPTION>
------------------------------------
OTHER EXPENSES TOTAL EXPENSES
Calvert Fund Annual Expenses AFTER AFTER
(as a percentage of average net assets) REIMBURSEMENT REIMBURSEMENT
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Calvert Social Balanced Portfolio (15) ...................... .16 .86
</TABLE>

Example

If you surrender your Deferred Annuity (withdraw all your money) at the end of
the time periods listed below, you would pay the following expenses on a $1,000
investment in each investment division listed below, assuming a 5% annual return
on assets (16):

<TABLE>
<CAPTION>
1 3 5 10
Year Years Years Years
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Lehman Brothers Aggregate Bond Index Division ............... $80 $97 $117 $197
State Street Research Income Division ....................... 79 96 116 194
State Street Research Diversified Division .................. 80 99 120 204
Calvert Social Balanced Division ............................ 85 112 143 249
MetLife Stock Index Division ................................ 79 93 111 184
Harris Oakmark Large Cap Value Division ..................... 87 120 156 276
T. Rowe Price Large Cap Growth Division ..................... 89 125 164 292
State Street Research Growth Division ....................... 81 100 122 208
Davis Venture Value Division ................................ 84 110 138 241
Putnam Large Cap Growth Division ............................ 86 116 148 261
MetLife Mid Cap Stock Index Division ........................ 80 98 119 202
Neuberger Berman Partners Mid Cap Value Division ............ 88 121 158 279
Janus Mid Cap Division ...................................... 83 107 133 230
State Street Research Aggressive Growth Division ............ 83 107 135 233
Loomis Sayles High Yield Bond Division ...................... 85 114 145 254
Russell 2000(R) Index Division .............................. 85 112 143 249
T. Rowe Price Small Cap Growth Division ..................... 82 104 128 220
Loomis Sayles Small Cap Division ............................ 86 116 148 261
State Street Research Aurora Small Cap Value Division ....... 86 117 151 266
Scudder Global Equity Division .............................. 85 112 141 247
</TABLE>

B-PPA-7
<PAGE>

TABLE OF EXPENSES (continued)

If you annuitize (elect a pay-out option under your Deferred Annuity) or do not
surrender your Deferred Annuity at the end of the time periods listed below, you
would pay the following expenses on a $1,000 investment in each investment
division listed below, assuming a 5% annual return on assets (16) (17):

<TABLE>
<CAPTION>
1 3 5 10
Year Years Years Years
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Morgan Stanley EAFE(R) Index Division .......................... $94 $139 $187 $337
Putnam International Stock Division ............................ 87 119 155 273
Lehman Brothers Aggregate Bond Index Division .................. 17 52 90 197
State Street Research Income Division .......................... 17 52 89 194
State Street Research Diversified Division ..................... 18 54 94 204
Calvert Social Balanced Division ............................... 22 68 116 249
MetLife Stock Index Division ................................... 16 49 84 184
Harris Oakmark Large Cap Value Division ........................ 25 76 129 276
T. Rowe Price Large Cap Growth Division ........................ 26 81 138 292
State Street Research Growth Division .......................... 18 56 96 208
Davis Venture Value Division ................................... 21 65 112 241
Putnam Large Cap Growth Division ............................... 23 71 122 261
MetLife Mid Cap Stock Index Division ........................... 17 54 93 202
Neuberger Berman Partners Mid Cap Value Division ............... 25 77 131 279
Janus Mid Cap Division ......................................... 20 62 107 230
State Street Research Aggressive Growth Division ............... 20 63 108 233
Loomis Sayles High Yield Bond Division ......................... 22 69 119 254
Russell 2000(R) Index Division ................................. 22 68 116 249
T. Rowe Price Small Cap Growth Division ........................ 19 59 102 220
Loomis Sayles Small Cap Division ............................... 21 71 122 261
State Street Research Aurora Small Cap Value Division .......... 24 73 124 266
Scudder Global Equity Division ................................. 22 67 115 247
Morgan Stanley EAFE(R) Index Division .......................... 31 95 161 337
Putnam International Stock Division ............................ 24 75 128 273
</TABLE>

1 There are times when the early withdrawal charge does not apply to amounts
that are withdrawn from a Deferred Annuity. Each Contract Year you may take
the greater of 10% (20% under certain Deferred Annuities) of your Account
Balance or your purchase payments made over 7 years ago free of early
withdrawal charges.

2 A $20 annual contract fee is imposed on money in the Fixed Interest Account.
This fee may be waived under certain circumstances. There is a one time
contract fee of $350 for Income Annuities. We do not charge this fee if you
elect a pay-out option under your Deferred Annuity and you have owned your
Deferred Annuity more than two years.

3 Pursuant to the terms of the Contract, our total Separate Account Annual
Expenses will not exceed 1.25% of your average balance in the investment
divisions. For purposes of presentation here, we estimated the allocation
between general administrative expenses and the mortality and expense risk
charge.

4 Prior to May 16, 1993, we paid all expenses of the Metropolitan Fund (other
than management fees, brokerage commissions, taxes, interest and
extraordinary or nonrecurring expenses) (hereafter "Expenses"). The effect of
such reimbursements is that performance results are increased.

5 Each Portfolio's management fee decreases when its assets grow to certain
dollar amounts. The "break point" dollar amounts at which the management fee
declines are more fully explained in the prospectus and Statement of
Additional Information for the Metropolitan Fund.

B-PPA-8
<PAGE>

TABLE OF EXPENSES (continued)

(6) The Metropolitan Series Fund, Inc. directed certain portfolio trades to
brokers who paid a portion of the Fund's expenses. In addition, the Fund
has entered into arrangements with its custodian whereby credits realized
as a result of this practice were used to reduce a portion of each
participating Portfolio's custodian fees. The "other expenses after
reimbursements" reflect this reduction. The effect of the reduction is that
performance results are increased.

(7) These Portfolios began operating on March 3, 1997. We paid all Expenses in
excess of .20% of the average net assets for each of these Portfolios until
each Portfolio's total assets reached $100 million, or until March 2, 1999,
whichever came first. MetLife ceased subsidizing such Expenses for the
Janus Mid Cap, T. Rowe Price Small Cap Growth, Scudder Global Equity and
Loomis Sayles High Yield Bond Portfolios on December 31, 1997, January 23,
1998, July 1, 1998 and March 3, 1999, respectively. All expense information
for these Portfolios reflect current expenses without reimbursement. The
effect of such reimbursements is that performance results are increased.

(8) These Portfolios began operating on November 9, 1998. We pay all Expenses
in excess of .20% (.25% for the Morgan Stanley EAFE(R) Index Portfolio) of
the average net assets for each of the following Portfolios until the
Portfolio's total assets reach $100 million, or until November 8, 2000,
whichever comes first. MetLife ceased subsidizing such Expenses for Lehman
Brothers Aggregate Bond Index and Russell 2000(R) Index Portfolios on July
13, 1999 and December 5, 1999, respectively. All expense information for
the Lehman Brothers Aggregate Bond Index which we ceased subsidizing
reflects current expenses without any reimbursement. The "Other Expenses
Before Reimbursement" for Harris Oakmark Large Cap Value, T. Rowe Price
Large Cap Growth and Neuburger Partners Mid Cap Value Portfolios assumes no
reduction of Expenses of any kind. The information for the Portfolios which
we are still subsidizing reflects the effect of the anticipated
reimbursement of Expenses during the current year.

(9) MetLife ceased subsidizing expenses in excess of .20% of the average net
assets of the Russell 2000(R) Index Portfolio on December 5, 1999.
Beginning on February 22, 2000, MetLife began to pay all Expenses in excess
of .30% of the average net assets for the Russell 2000(R) Index Portfolio
until the Portfolio's assets reach $200 million, or until April 30, 2001,
whichever comes first. The "Other Expenses" Before Reimbursement" for this
Portfolio reflects Expenses as if the Expense reimbursement will be in
effect for the entire current year.

(10) Metlife will pay all Expenses in excess of .25% of the average net assets
for the Morgan Stanley EAFE(R) Index Portfolio until the Portfolio's assets
reach $100 million, or until November 8, 2000, whichever comes first. After
such date, MetLife will continue to pay all Expenses in excess of .40% of
the Portfolio's average net assets until the Portfolio's assets reach $200
million, or until April 30, 2001, whichever comes first. The "Other
Expenses Before Reimbursement" information for this Portfolio assumes no
reduction of Expenses of any kind. The "Other Expenses After Reimbursement"
for this Portfolio reflects our estimate of the effect of the combined
reimbursement expected for the current year. The effect of all such
reimbursements is that the performance results are increased.

(11) Subject to state approval, these Portfolios will become available under the
Deferred Annuities and Income Annuities on or about July 5, 2000.

(12) MetLife Midcap Stock Index and State Street Research Aurora Small Cap Value
Portfolios will begin operating on or about July 5, 2000. Putnam Large Cap
Growth Portfolio will begin operating on May 1, 2000 but will become
available under the Deferred Annuities and Income Annuities on or about
July 5, 2000. We will pay all Expenses in excess of .20% of the average net
assets for each of these Portfolios until each Portfolio's total assets
reaches $100 million, or July 4, 2002, whichever comes first. The expense
information are estimates for first year Expenses.

(13) NEIM pays us for providing administrative services. You do not bear these
fees. NEIM absorbs the fees payable to MetLife.

(14) NEIM pays all Expenses in excess of 1.00% of the average net assets for
this Portfolio. The Portfolio's management fee decreases when its assets
grow to certain dollar amounts. The "break points" dollar amounts at which
the management fee declines are more fully explained in the prospectus and
Statement of Additional Information for the Zenith Fund.

(15) The Portfolio has an offset expense arrangement with their custodian bank
whereby the custodian's and transfer agent's fees may be paid indirectly by
credits earned on the Portfolio's uninvested cash balances. These credits
are used to reduce the Portfolio's expenses.

(16) These examples assume no reimbursement of Expenses were in effect.
Therefore, these numbers reflect the highest amount you would pay on a
$1,000 investment division based on 1999 asset levels.

(17) This example assumes no early withdrawal charges are applicable. In order
to make this assumption for a pay-out option under your Deferred Annuity,
we also assumed that you selected an income payment type under which you
will receive payments over your lifetime or for a period of at least five
full years.

B-PPA-9
<PAGE>

ACCUMULATION UNIT VALUES FOR EACH INVESTMENT DIVISION
(For an accumulation unit outstanding throughout the period)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------

NUMBER OF
BEGINNING OF YEAR END OF YEAR ACCUMULATION
ACCUMULATION ACCUMULATION UNITS END OF YEAR
PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Lehman Brothers Aggregate Bond Index Division ............. 1999 $10.12 $ 9.86 7,735
1998 10.00(e) 10.12 793
State Street Research Income Division ..................... 1999 19.33 18.65 18,535
1998 17.89 19.33 20,060
1997 16.49 17.89 16,307
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
</TABLE>

B-PPA-10
<PAGE>

ACCUMULATION UNIT VALUES (continued)
(For an accumulation unit outstanding throughout the period)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

NUMBER OF
BEGINNING OF YEAR END OF YEAR ACCUMULATION
ACCUMULATION ACCUMULATION UNITS END OF YEAR
PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
State Street Research Diversified Division ............... 1999 $27.05 $29.04 75,126
1998 22.89 27.05 73,897
1997 19.22 22.89 62,604
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

Calvert Social Balanced Division ......................... 1999 25.45 28.21 1,453
1998 22.16 25.45 1,367
1997 18.68 22.16 1,181
1996 16.80 18.68 995
1995 13.11 16.80 787
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(b) 10.58 0
</TABLE>

B-PPA-11
<PAGE>

ACCUMULATED UNIT VALUES (continued)
(For an accumulation unit outstanding throughout the period)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

NUMBER OF
BEGINNING OF YEAR END OF YEAR ACCUMULATION
ACCUMULATION ACCUMULATION UNITS END OF YEAR
PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MetLife Stock Index Division ............................ 1999 $37.08 $44.24 79,702
1998 29.28 37.08 71,204
1997 22.43 29.28 58,817
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

Harris Oakmark Large Cap Value Division ................. 1999 9.71 8.93 3,631
1998 10.00(e) 9.71 386

T. Rowe Price Large Cap Growth Division ................. 1999 11.01 13.29 3,394
1998 10.00(e) 11.01 407

</TABLE>

[Bar charts are included for each Division representing values by year]

B-PPA-12
<PAGE>

ACCUMULATED UNIT VALUES (continued)
(For an accumulation unit outstanding throughout the period)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

NUMBER OF
BEGINNING OF YEAR END OF YEAR ACCUMULATION
ACCUMULATION ACCUMULATION UNITS END OF YEAR
PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
State Street Research Growth Division ................... 1999 $34.30 $40.14 64,026
1998 27.10 34.30 64,053
1997 21.37 27.10 60,102
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

Neuberger Berman Partners Mid Cap Value Division ........ 1999 10.73 12.46 2,438
1998 10.00(e) 10.73 297

Janus Mid Cap Division .................................. 1999 17.19 37.86 44,078
1998 12.69 17.19 19,031
1997 10.00(c) 12.69 7,417

</TABLE>

B-PPA-13
<PAGE>

ACCUMULATED UNIT VALUES (continued)
(For an accumulation unit outstanding throughout the period)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

NUMBER OF
BEGINNING OF YEAR END OF YEAR ACCUMULATION
ACCUMULATION ACCUMULATION UNITS END OF YEAR
PREFERENCE PLUS DEFERRED ANNUITIES YEAR UNIT VALUE UNIT VALUE (IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
State Street Research Aggressive Growth Division... 1999 $28.12 $37.01 31,947
1998 25.05 28.12 38,975
1997 23.77 25.05 43,359
1996 22.35 23.77 43,962
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

Loomis Sayles High Yield Bond Division... 1999 9.60 11.17 4,708
1998 10.51 9.60 3,882
1997 10.00(c) 10.51 2,375

Russell(REGISTERED) 2000 Index Division... 1999 10.53 12.76 5,395
1998 10.00(e) 10.53 598

T. Rowe Price Small Cap Growth Division... 1999 12.02 15.19 14,007
1998 11.76 12.02 13,119
1997 10.00(c) 11.76 6,932
</TABLE>

B-PPA-14
<PAGE>

ACCUMULATED UNIT VALUES (continued)
(For an accumulation unit outstanding throughout the period)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

Morgan Stanley EAFE(R) Index Division... 1999 10.79 13.31 3,869
1998 10.00(e) 10.79 342

Putnam International Stock Division... 1999 16.07 18.49 13,052
1998 13.28 16.07 14,330
1997 13.77 13.28 15,865
1996 14.19 13.77 17,780
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(d) 10.61 92
</TABLE>

- -----------------------
In addition to the above mentioned Accumulation Units, there were cash reserves
of $45,884,050 as of December 31, 1999, applicable to Income Annuities
(including those not described in this Prospectus) receiving annuity payouts.

(a) Inception Date July 2, 1990.

(b) Inception Date September 17, 1990.

(d) Inception Date July 1, 1991.

(e) Inception Date November 9, 1998.

B-PPA-15
<PAGE>

MetLife

Metropolitan Life Insurance Company ("MetLife") is a wholly-owned subsidiary of
MetLife, Inc., a publicly traded company. Our main office is located at One
Madison Avenue, New York, New York 10010. MetLife, was formed under laws of New
York State in 1868. Headquartered in New York City, we are a leading provider of
insurance and financial services to a broad spectrum of individual and group
customers. With approximately $420 billion of assets under management as of
December 31, 1999, on a pro forma basis, including the acquisition of GenAmerica
Corp., MetLife provides individual insurance and investment products to
approximately 9 million households in the United States. MetLife also provides
group insurance and investment products to corporations and other institutions
employing over 33 million employees and members.

Metropolitan Life Separate Account E

B-PPA-16
<PAGE>

Variable Annuities

A Deferred Annuity

You accumulate money in your account during the pay-in phase by making one or
more purchase payments. 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 have us pay you "income" payments using the money in your
account. The number and the amount of the income payments you receive will
depend on such things as the type of pay-out option you choose, your investment
choices, and the amount used to provide your income payments. Because Deferred
Annuities offer various insurance benefits such as pay-out options, including
our guarantee of income for your lifetime, they are "annuities."

All TSA, PEDC, Keogh and 403(a) arrangements receive tax deferral under the
Internal Revenue Code and/or the plan. There are no additional tax benefits by
funding these tax qualified arrangements with a Deferred Annuity. Therefore,
there should be reasons other than tax deferral, such as the availability of a
guaranteed income for life or the death benefit, for acquiring the Deferred
Annuity within these arrangements.

An Income Annuity

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

Group Deferred Annuities and group Income Annuities are also available. They are
offered to an employer, association, trust or other group for its employees,
members or participants.

A Deferred Annuity consists of two phases: the accumulation or "pay-in" phase
and the income or "pay-out" phase.

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

B-PPA-17
<PAGE>

stream for both your lifetime, as well as the lifetime of another person (such
as a spouse). Some Income Annuities guarantee a time period of your choice over
which MetLife will make income payments. Income Annuities also have other
features. The amount of the income payments you receive will depend on such
things as the type of pay-out option you choose, your investment choices and the
amount of your purchase payment.

Your Investment Choices

The Metropolitan Fund, the Zenith Fund, the Calvert Fund and each of their
Portfolios are more fully described in their respective prospectuses and SAIs.
The Metropolitan Fund and the Zenith Fund prospectuses are attached at the end
of this Prospectus. If the Calvert Social Balanced Portfolio is available to
you, then you will also receive a Calvert Fund prospectus. You should read the
prospectuses carefully before making purchase payments to the investment
divisions. The SAIs are available upon your request.

Your investment choices are listed in the approximate risk relationship among
the available Portfolios. You should understand that each Portfolio incurs its
own risk which will be dependent upon the investment decisions made by the
respective Portfolio's investment manager. Furthermore, the name of a Portfolio
may not be indicative of all the investments held by the Portfolio. The list is
intended to be a guide. Please consult the appropriate Fund prospectus for more
information regarding the investment objectives and investment practices of each
Portfolio. Since your Account Balance or income payments are subject to the
risks associated with investing in stocks and bonds, your Account Balance and
income payments based upon amounts allocated to the investment divisions may go
down as well as up. The following list of investment choices includes five
Portfolios that, subject to state approval, we anticipate will be available on
or about July 5, 2000.

Lehman Brothers Aggregate Bond Index Portfolio
State Street Research Income Portfolio
State Street Research Diversified Portfolio
Calvert Social Balanced Portfolio
MetLife Stock Index Portfolio
Harris Oakmark Large Cap Value Portfolio
T. Rowe Price Large Cap Growth Portfolio
State Street Research Growth Portfolio
Davis Venture Value Portfolio
Putnam Large Cap Growth Portfolio
MetLife Mid Cap Stock Index Portfolio
Neuberger Berman Partners Mid Cap Value Portfolio
Janus Mid Cap Portfolio

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

The investment divisions generally offer the opportunity for greater returns
over the long term than our guaranteed fixed rate options.

While the investment divisions and their comparably named Portfolios may have
names, investment objectives and management which are identical or similar to
publicly available mutual funds, these investment divisions and Portfolios are
not those mutual funds. The Portfolios most likely will not have the same
performance experience as any publicly available mutual fund.

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

B-PPA-18
<PAGE>

State Street Research Aggressive Growth Portfolio
Loomis Sayles High Yield Bond Portfolio
Russell 2000(R) Index Portfolio
T. Rowe Price Small Cap Growth Portfolio
Loomis Sayles Small Cap Portfolio
State Street Research Aurora Small Cap Value Portfolio
Scudder Global Equity Portfolio
Morgan Stanley EAFE(R) Index Portfolio
Putnam International Stock Portfolio

Some of the investment choices may not be available under the terms of the
Deferred Annuity or Income Annuity. The contract will indicate the investment
divisions that are available to you. Your investment choices may be limited
because:

/ / Some of the investment divisions are not approved in your state.

/ / Your employer, association or other group contract holder limits the number
of available investment divisions.

/ / We have restricted the available investment divisions.

/ / For Income Annuities, some states limit you to four choices (four
investment divisions or three investment divisions and the Fixed Income
Option).

The investment divisions buy and sell shares of corresponding mutual fund
portfolios. These Portfolios, which are part of either the Metropolitan Fund,
the Zenith Fund or the Calvert Fund, invest in stocks, bonds and other
investments. All dividends declared by the Portfolios are earned by the Separate
Account and reinvested. Therefore, no dividends are distributed to you under the
Deferred Annuities or Income Annuities. You pay no transaction expenses (i.e.,
front-end or back-end sales load charges) as a result of the Separate Account's
purchase or sale of these mutual fund shares. The Portfolios of the Metropolitan
Fund and the Zenith Fund are available only by purchasing annuities and life
insurance policies from MetLife or certain of its affiliated insurance companies
and are never sold directly to the public. The Calvert Social Balanced Portfolio
is made available by the Calvert Fund only through various insurance company
annuities and life insurance policies.

The Metropolitan Fund, Zenith Fund and the Calvert Fund are "series" type funds
registered with the Securities and Exchange Commission as an

B-PPA-19
<PAGE>

"open-end management investment company" under the Investment Company Act of
1940 (the "1940 Act"). A "series" fund means that each Portfolio is one of
several available through the fund. Except for the Janus Mid Cap and the Calvert
Social Balanced Portfolios, each Portfolio is "diversified" under the 1940 Act.

The Portfolios of the Metropolitan Fund pay us a monthly fee for our services as
investment manager. The Zenith Fund pays New England Investment Management, Inc.
("NEIM") a monthly fee as its investment manager. The Calvert Social Balanced
Portfolio pays Calvert Asset Management Company, Inc. a monthly fee as its
investment manager. These fees, as well as the operating expenses paid by each
Portfolio, are described in the applicable prospectus and SAIs for the
Metropolitan Fund, Zenith Fund and the Calvert Fund.

In addition, the Metropolitan Fund and Zenith Fund prospectuses each discuss
other separate accounts of MetLife and its affiliated insurance companies that
invest in the Metropolitan Fund or the Zenith Fund. The Calvert Fund prospectus
discusses different separate accounts of the various insurance companies that
invest in the portfolios of the Calvert Fund. The risks of these arrangements
are also discussed in each Fund's prospectus.

Deferred Annuities

This Prospectus describes four kinds of Deferred Annuities under which you can
accumulate money:

/ / TSA (Tax Sheltered Annuity)

/ / PEDC (Public Employee Deferred Compensation)

/ / Keogh (Keogh plans under *401)

/ / 403(a) (Qualified Annuity plans under *403(a))

Certain group Deferred Annuities may be issued to a bank that does nothing but
hold them as contract holder. Deferred Annuities may be either:

/ / Allocated (your Account Balance records are kept for you as an individual);
or

/ / Unallocated (Account Balance records are kept for a plan or group as a
whole).

The Deferred Annuity and Your Retirement Plan

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

These Deferred Annuities may be either issued to you as an individual or to a
group (you are then a participant under the group's Deferred Annuity).

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

B-PPA-20
<PAGE>

loans, the death benefit and pay-out options. The Deferred Annuity may provide
that a plan administrative fee will be paid by making a withdrawal from your
Account Balance. 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. You should
consult the Deferred Annuity contract and plan document to see how you may be
affected. If you are a Texas Optional Retirement Program participant, please see
Appendix II for specific information which applies to you.

Automated Investment Strategies

There are five automated investment strategies available to you. These
investment strategies are available to you without any additional charge.
However, the investment strategies are not available to Keogh Deferred Annuities
or other unallocated contracts. As with any investment program, no strategy can
guarantee a gain - you can lose money. We may modify or terminate any of the
strategies at any time. You may have only one automated investment strategy in
effect at a time.

The Equity Generator(SM): An amount equal to the interest earned in the
Fixed Interest Account is transferred monthly to either the MetLife Stock Index
or State Street Research Aggressive Growth investment division, based on your
selection.

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

We created these investment strategies to help you manage your money. You decide
if one is appropriate for you, based upon your risk tolerance and saving goals.

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

B-PPA-21
<PAGE>

Purchase Payments

There is no minimum purchase payment except for the unallocated Keogh Deferred
Annuity. If you have an unallocated Keogh Deferred Annuity, each purchase
payment must be at least $2,000. In addition, your total purchase payments must
be at least $15,000 for your first Contract Year and $5,000 for each subsequent
Contract Year. You may continue to make purchase payments while you receive
Systematic Withdrawal Program payments, as described later in this Prospectus,
unless your purchase payments are made through salary reduction or salary
deduction.

Allocation of Purchase Payments

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

B-PPA-22
<PAGE>

Limits on Purchase Payments

Your ability to make purchase payments may be limited by:

/ / Federal tax laws.

/ / Our right to limit the total of your purchase payments to $500,000. We may
change the maximum by telling you in writing at least 90 days in advance.

/ / For Keogh, TSA, PEDC and 403(a) Deferred Annuities, if you should leave
your job.

/ / Receiving systematic termination payments (described later).

The Value of Your Investment

This is how we calculate the Accumulation Unit Value for each investment
division:

/ / First, we determine the change in investment performance (including any
investment-related charge) for the underlying Portfolio from the previous
trading day to the current trading day;

/ / Next, we subtract the daily equivalent of our insurance-related charge
(general administrative expenses and mortality and expense risk charges)
for each day since the last Accumulation Unit Value was calculated; and

/ / Finally, we multiply the previous Accumulation Unit Value by this result.

B-PPA-23
<PAGE>

Examples

Calculating the Number of Accumulation Units

Assume you make a purchase payment of $500 into one investment division and that
investment division's Accumulation Unit Value is currently $10.00. You would be
credited with 50 accumulation units.

$500 = 50 accumulation units
----
10

Calculating the Accumulation Unit Value

$10.00 x 1.05 = $10.50 is the new Accumulation Unit Value

However, assume that today's investment experience (minus charges) is .95
instead of 1.05. Today's Accumulation Unit Value is $9.50. The value of your
$500 investment is then $475.

$10.00 x .95 = $9.50 is the new Accumulation Unit Value

Transfers

You can make tax-free transfers between investment divisions or between the
investment divisions and the Fixed Interest Account. For us to process a
transfer, you must tell us:

/ / The percentage or dollar amount of the transfer;

/ / The investment divisions (or Fixed Interest Account) from which you want
the money to be transferred;

/ / The investment divisions (or Fixed Interest Account) to which you want
the money to be transferred; and

/ / Whether you intend to start, stop or modify an automated investment
strategy by making the transfer.

Each Fund may restrict or refuse purchases or redemptions of shares in their
Portfolios as a result of certain market timing activities. You should read the
Fund prospectuses for more details.

Your transfer request must be completed prior to 4:00 pm Eastern time on one of
our business days if you want the transaction to take place on that day. All
other transfer requests will be processed our next business day.

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

You may transfer money within your contract. You will not incur current taxes
on your earnings or any early withdrawal charges as a result of transferring
your money.

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

B-PPA-24
<PAGE>

We may require you to:

/ / Use our forms;

/ / Maintain a minimum Account Balance (if the transfer is in connection with
an automated investment strategy or if there is an outstanding loan from
the Fixed Interest Account); or

/ / Transfer a minimum amount if the transfer is in connection with the
Allocator.

Access To Your Money

You may withdraw either all or a part of your Account Balance from the Deferred
Annuity. Other than those made through the Systematic Withdrawal Program,
withdrawals must be at least $500 (or the Account Balance, if less). To process
your request, we need the following information:

/ / The percentage or dollar amount of the withdrawal; and

/ / The investment divisions (or Fixed Interest Account) from which you want
the money to be withdrawn.

If you are a member of the Michigan Education Association and employed with a
school district which purchased a TSA Deferred Annuity before January 15, 1996,
then you must tell us the source of money from which we may take a withdrawal.
This includes salary reduction, elective deferrals, direct rollovers, direct
transfers or employer contributions.

Systematic Withdrawal Program For TSA Deferred Annuities

If we agree and if approved in your state for TSA Deferred Annuities, you may
choose to automatically withdraw a specific dollar amount or a percentage of
your Account Balance each Contract Year. This amount is then paid in equal
portions throughout the Contract Year according to the time frame you select,
e.g., monthly, quarterly, semi-annually or annually. Once the Systematic
Withdrawal Program is initiated the payments will automatically renew each
Contract Year. Income taxes, tax penalties and early withdrawal charges may
apply to your withdrawals.

If you elect to withdraw a dollar amount we will pay you the same dollar amount
each Contract Year. If you elect to withdraw a percentage of your Account
Balance, each Contract Year we recalculate the dollar amount you will receive
based on your new Account Balance.

- --------------------------------------------------------------------------------
Income taxes, tax penalties and early withdrawal charges may apply to any
withdrawal you make.

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

B-PPA-25

<PAGE>

Selecting a Payment Date: Your payment date is the date we make the withdrawal.
When you select or change a payment date, we must receive your request at least
10 days prior to the selected payment date. If we do not receive your request in
time, we will make the payment a month after the date you selected. If you do
not select a payment date, we will automatically begin systematic withdrawals
within 30 days after we receive your request. Changes in the dollar amount,
percentage, or timing of payments can be made once a year at the beginning of
any Contract Year. However, we must receive your request at least 30 days in
advance. If you make any of these changes we will treat your request as though
you were starting a new Systematic Withdrawal Program.

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

If you elect to receive payments through this program, you must either be over
59 1/2 years old or have left your job. You are not eligible for systematic
withdrawals if you have an outstanding loan.

If you would like to receive your systematic withdrawal payment by the first of
the month you should request that the payment date be the 20th of the prior
month.

B-PPA-26
<PAGE>

Systematic Withdrawal Program payment date. For all subsequent Contract Years,
we will calculate the percentage of your Account Balance your Systematic
Withdrawal Program payment represents based on your Account Balance on the first
Systematic Withdrawal Program payment date of that Contract Year. We will
determine separately the early withdrawal charge and any relevant factors (such
as applicable exceptions) for each Systematic Withdrawal Program payment as of
the date it is withdrawn from your Deferred Annuity.

Minimum Distribution

In order for you to comply with certain tax law provisions, you may be required
to take money out of your Deferred Annuity. Rather than receiving your minimum
required distribution in one annual lump-sum payment, you may request that we
pay it to you in installments throughout the calendar year. However, we may
require that you maintain a certain Account Balance at the time you request
these payments.

Contract Fee

There is no Separate Account annual contract fee.

/ / For all contracts, except the Keogh Deferred Annuity and certain TSA
Deferred Annuities, you pay a $20 annual fee from the Fixed Interest
Account at the end of each Contract Year, if your Account Balance is less
than $10,000 and if you do not make purchase payments during the year.

/ / For the Keogh Deferred Annuity with individual participant recordkeeping
(allocated) you pay a $20 charge applied against any amounts in the Fixed
Interest Account.

/ / For the Keogh Deferred Annuity with no individual participant
recordkeeping (unallocated), there is no contract fee.

/ / There is no contract fee for certain TSA Deferred Annuities.

Charges

There are two types of charges you pay while you have money in an investment
division:

/ / Insurance-related charge, and

/ / Investment-related charge.

Insurance-Related Charge

- --------------------------------------------------------------------------------
The charges you pay will not reduce the number of accumulation units credited to
you. Instead, we deduct the charges each time we calculate the Accumulation Unit
Value.

MetLife guarantees that the Separate Account insurance-related charge will not
increase while you have a Deferred Annuity.
- --------------------------------------------------------------------------------

B-PPA-27
<PAGE>

General administrative expenses we incur include financial, actuarial,
accounting, and legal expenses.

The mortality portion of the insurance-related charge pays us for the risk that
you may live longer than we estimated. Then, we could be obligated to pay you
more in payments from a pay-out option than we anticipated. Also, for allocated
Deferred Annuities, we bear the risk that the guaranteed death benefit we would
pay should you die during your "pay-in" phase is larger than your Account
Balance. We also bear the risk that our expenses in administering the Deferred
Annuities may be greater than we estimated (expense risk).

Investment-Related Charge

Premium Taxes

Some jurisdictions tax what are called "annuity considerations." These may apply
to 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. Generally, our practice
is to deduct money to pay premium taxes (also known as "annuity taxes") only
when you exercise a pay-out option. In certain jurisdictions, we may also deduct
money to pay premium taxes on lump sum withdrawals or when you exercise a
pay-out option. We may deduct an amount to pay premium taxes some time in the
future since the laws and the interpretation of the laws relating to annuities
are subject to change.

Early Withdrawal Charges

An early withdrawal charge of up to 7% may apply if you withdraw purchase
payments within 7 years of when they were credited to your Deferred Annuity. To
determine the early withdrawal charge for Deferred Annuities, we treat your
Fixed Interest Account and Separate Account as if they were a single account and
ignore both your actual allocations and the Fixed Interest Account or investment
division from which the withdrawal is actually coming. 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

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then from earnings, each on a "first-in-first-out" (oldest money first) basis.
Once we have determined the amount of the early withdrawal charge, we will then
withdraw it from the Fixed Interest Account and the investment divisions 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.

The early withdrawal charge on purchase payments withdrawn is as follows:

During Purchase Payment/Contract Year

Year 1 2 3 4 5 6 7 8 & Later

Percentage 7% 6% 5% 4% 3% 2% 1% 0%

If you are a member of the Michigan Education Association and employed by a
school district which purchased a TSA Deferred Annuity before January 15, 1996,
then we impose the early withdrawal charge in the above table for the first
seven Contract Years.

By law, your total early withdrawal charges applied to the investment divisions
will never exceed 9% of all your purchase payments in the investment divisions.

When No Early Withdrawal Charge Applies

In some cases, we will not charge you the early withdrawal charge when you make
a withdrawal. We may, however, ask you to prove that you meet any conditions
listed below.

You do not pay an early withdrawal charge:

/ / On transfers you make within your Deferred Annuity.

/ / On withdrawals of purchase payments you made over seven years ago.

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You will not pay an early withdrawal charge on any purchase payments made more
than 7 years ago.

We do not include your earnings when calculating early withdrawal charges.
However, if the early withdrawal charge is greater than the rest of your
purchase payments, then we will take the early withdrawal charges, in whole or
in part, from your earnings.

Early withdrawal charges never apply to transfers among investment divisions or
transfers to or from the Fixed Interest Account.
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/ / If you choose payments over one or more lifetimes or for a period of at
least five years (without the right to accelerate the payments).

/ / If you die during the pay-in phase. Your beneficiary will receive the
full death benefit without deduction.

/ / If you withdraw up to 10% (20% for the unallocated Keogh and certain TSA
Deferred Annuities) of your Account Balance each Contract Year. This 10%
(or 20%) total withdrawal may be taken in an unlimited number of partial
withdrawals during that Contract Year. Each time you make a withdrawal,
we calculate what percentage your withdrawal represents at that time.
Only when the total of these percentages exceeds 10% (or 20%) will you
have to pay early withdrawal charges. If you have a Keogh Deferred
Annuity, generally you are allowed to take the "free withdrawal" on top
of any other withdrawals which are otherwise exempt from the early
withdrawal charge. This is not true if your other withdrawals are in
connection with a systematic termination or purchase payments made over 7
years ago.

/ / If the withdrawal is required for you to avoid Federal income tax
penalties or to satisfy Federal income tax rules or Department of Labor
regulations that apply to your Deferred Annuity.

/ / Systematic Termination. For unallocated Keogh and certain TSA Deferred
Annuities, and the TSA Deferred Annuity for certain Texas institutions of
higher education which takes effect when the institution withdraws its
endorsement of the TSA Deferred Annuity or if you retire or leave your
job according to the requirements of the Texas Optional Retirement
Program, you may withdraw your total Account Balance without an early
withdrawal charge when the Account Balance is paid in annual installments
based on the following percentages of your Account Balance for that
year's withdrawal:

Contract Year

Year 1* 2 3 4 5

Percentage 20% 25% 33 1/3% 50% remainder

*Less that Contract Year's withdrawals

Any money you withdraw in excess of these percentages in any Contract Year
will be subject to early withdrawal charges. You may stop the systematic
termination of the contract. If you ask to restart systematic termination,
you begin at the beginning of the schedule listed above.

/ / If you are disabled and request a total withdrawal. Disability is defined
in the Federal Social Security Act. If the Keogh or TSA Deferred Annuity
is issued in connection with your retirement plan which is subject to the
Employee Retirement Income Security Act of 1974 and if your plan document
defines disability, your plan's definition governs.

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/ / If you retire:

o For the Keogh, TSA and 403(a) Deferred Annuities, if there is a plan
and you retire according to the requirements of the plan. This
exemption does not apply to withdrawals of money transferred into these
TSA Deferred Annuities from other investment vehicles on a tax free
basis (plus earnings on such amounts).

o For the unallocated Keogh Deferred Annuity, if your plan defines
retirement and you retire under that definition. If you are a
"restricted" participant, according to the terms of the Deferred
Annuity, you must have participated in the Deferred Annuity for the
time stated in the contract.

o For certain TSA Deferred Annuities without a plan, if you have
continuously participated for at least 10 years. This exemption does
not apply to withdrawals of money transferred into these TSA Deferred
Annuities from other investment vehicles on a tax free basis (plus
earnings on such amounts). Continuously participated means that your
contract must be in existence for 10 years prior to the requested
withdrawal.

o For the allocated Keogh Deferred Annuity, if you have continuously
participated for at least 7 years.

o For the PEDCDeferred Annuity, if you retire.

o For certain TSADeferred Annuities, if you retired before the contract
was purchased (including money transferred from other investment
vehicles on a tax free basis plus earnings on that money).

/ / If you leave your job:

o For the unallocated Keogh Deferred Annuity, however if you are a
"restricted" participant, according to the terms of the Deferred
Annuity, you must have participated in the Deferred Annuity for the
time stated in the contract.

o For the TSA and 403(a) Deferred Annuities, only if you have
continuously participated for at least 10 years. This exemption does
not apply to withdrawals of money transferred into TSA and 403(a)
Deferred Annuities from other investment vehicles on a tax free basis
(plus earnings on such amounts). Continuously participated means that
your contract must be in existence for 10 years prior to the requested
withdrawal.

o For the allocated Keogh Deferred Annuity, only if you have continuously
participated for at least 7 years.

o For PEDC, if you leave your job with the employer that bought the
Deferred Annuity or the employer in whose arrangement you participate.

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o For certain TSA Deferred Annuities, if you leave your job with the
employer you had at the time you purchased this annuity.

o For certain TSA Deferred Annuities, if you left your job before the
contract was purchased (including money transferred from other
investment vehicles on a tax free basis plus earnings on that money).

/ / For Keogh and certain TSA Deferred Annuities, if your plan terminates and
the Account Balance is transferred into another annuity contract we issue.

/ / For PEDC, unallocated Keogh and certain TSADeferred Annuities, if you
suffer from an unforeseen hardship.

/ / For Keogh Deferred Annuities, if you make a direct transfer to another
investment vehicle we have preapproved. For the unallocated Keogh Deferred
Annuity, if you are a "restricted" participant, according to the terms of
the Deferred Annuity, you also must roll over your Account Balance to a
MetLife individual retirement annuity within 120 days after you are
eligible to receive a plan distribution.

When Another Early Withdrawal Charge May Apply

/ / Amounts transferred before January 1, 1996:

o We credit your transfer amounts with the time you held them under your
original contract. Or, if it will produce a lower charge, we use the
following schedule to determine early withdrawal charges (determined as
previously described) for transferred amounts from your original
contract:

During Purchase Payment Year

Year 1 2 3 4 5 6 and Beyond

Percentage 5% 4% 3% 2% 1% 0%

/ / Amounts transferred on or after January 1, 1996:

o For certain contracts which we issued at least two years before the
date of the transfer (except as noted below), we apply the withdrawal
charge under your original contract but not any of the original
contract's exceptions or reductions to the withdrawal charge percentage
that do not apply to a Deferred Annuity. Or, if it will produce a lower
charge, we use the following schedule to determine early withdrawal
charges (determined as previously described) for transferred amounts
from your original contract:

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After the Transfer

Year 1 2 3 4 5 6 and Beyond

Percentage 5% 4% 3% 2% 1% 0%

/ / Alternatively, if provided for in your Deferred Annuity, we credit your
purchase payments with the time you held them under your original
contract.

Free Look

You may cancel the Deferred Annuity within a certain time period. This is known
as a "free look." We must receive your request to cancel in writing. The number
of days for this "free look" varies from state to state. The time period may
also vary depending on your age and whether you purchased the Deferred Annuity
from us directly, through the mail or with money from another annuity or life
insurance policy. Not all contracts issued are subject to free look provisions
under state law. Depending on state law, we may refund all of your purchase
payments or your Account Balance as of the date your properly completed refund
request is received at your MetLife Designated Office.

Death Benefit

One of the insurance guarantees we provide you under the Deferred Annuity is
that your beneficiaries will be protected against market downturns. You name
your beneficiary(ies) for TSA and 403(a) Deferred Annuities. Your beneficiary
under a PEDC Deferred Annuity is the trustee or employer. Under a Keogh Deferred
Annuity the death benefit is paid to the plan's trustee. If you die during the
pay-in phase, the death benefit your beneficiary receives will be the greatest
of:

/ / Your Account Balance;

/ / The total of all of your purchase payments less any partial withdrawals,

In each case, we deduct the amount of any outstanding loans from the death
benefit.

For the allocated Keogh Deferred Annuity, your death benefit under the Deferred
Annuity will be no more than your Account Balance.

We will only pay the death benefit when we receive both proof of death and
appropriate instructions for payment.

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There is no death benefit for the unallocated Keogh Deferred Annuity
- --------------------------------------------------------------------------------

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Pay-out Options (or Income Options)

You may convert your Deferred Annuity into a regular stream of income after your
"pay-in" or "accumulation" phase. When you are selecting your pay-out option,
you will be able to choose from the range of options we then have available. You
have the flexibility to select a stream of income to meet your needs. If you
decide you want a pay-out option, we withdraw some or all of your Account
Balance (less any premium taxes, applicable contract fees and outstanding
loans), then we apply the net amount to the option. You are not required to hold
your Deferred Annuity for any minimum time period before you may annuitize.
However, if you annuitize within two years of purchasing the Deferred Annuity, a
$350 contract fee applies. Generally, you may defer receiving payments for up to
one year after you have chosen your pay-out option. The variable pay-out option
may not be available in certain states.

When considering a pay-out option, you should think about whether you want:

/ / Payments guaranteed by us for the rest of your life (or for the rest of
two lives) or for a specified period;

/ / A fixed dollar payment or a variable payment;

/ / A refund feature.

- --------------------------------------------------------------------------------
The pay-out phase is often referred to as either "annuitizing" your contract or
an income annuity.

Should our current immediate annuity rates for a fixed pay-out option provide
for greater payments than those quoted in your contract, we will use the current
rates.
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<PAGE>

Income Annuities

Income Annuities provide you with a regular stream of payments for either your
lifetime or a specific period. You have the flexibility to select a stream of
income to meet your needs. Income Annuities can be purchased so that you begin
receiving payments immediately or you can apply the Account Balance of the
Deferred Annuity to a pay-out option to receive payments during your "pay-out"
phase. With an Income Annuity, you must start receiving payments within the
first year after the annuity is issued. The Income Annuity currently may not be
available in certain states.

We do not guarantee that your variable payments will be a specific amount of
money. You may choose to have a portion of the payment fixed and guaranteed
under the Fixed Income Option.

Using proceeds from the following types of arrangements, you may purchase Income
Annuities to receive immediate payments:

/ / TSA

/ / PEDC

/ / Keogh

/ / 403(a)

Income Payment Types

Currently, we provide you with a wide variety of income payment types to suit a
range of personal preferences.

There are three people who are involved in payments under your Income Annuity:

/ / Owner: the person or entity which has all rights under the Income Annuity
including the right to direct who receives payment.

/ / Annuitant: the person whose life is the measure for determining the
duration and sometimes the dollar amount of payments.

/ / Beneficiary: the person who receives continuing payments or a lump sum
payment if the owner dies.

- --------------------------------------------------------------------------------
You may choose the frequency of your income payments. For example, you may
receive your payments on a monthly, quarterly, semiannual or annual basis.

Many times the Owner and the Annuitant are the same person.
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<PAGE>

Lifetime Income Annuity: A variable income that is paid as long as the annuitant
is living.

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

When deciding how to receive income, consider:

o The amount of income you need;

o The amount you expect to receive from other sources;

o The growth potential of other investments; and

o How long you would like your income to last.

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<PAGE>

Lifetime Income Annuity for Two with a Refund: A variable income that is paid
as long as either annuitant is living and guarantees that all income payments
will not be less than the purchase payment that we received. After one annuitant
dies, payments continue to be made as long as the other annuitant is living. In
that event, payments may be the same as those made while both annuitants were
living or may be a smaller percentage that is selected when the annuity is
purchased. If both annuitants die before the total of all income payments
received equals the purchase payment, we will pay the owner (or the beneficiary,
if the owner is not living) the difference in a lump sum.

Allocation

You decide how your money is allocated among the Fixed Income Option and the
investment divisions.

Minimum Size of Your Income Payment

The Value of Your Income Payments

Annuity Units

AIR

- --------------------------------------------------------------------------------
The AIR is stated in your contract and may range from 3% to 6%.
- --------------------------------------------------------------------------------

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<PAGE>

the higher your initial variable income payment will be. Your next payments will
increase in proportion to the amount the actual investment experience of your
chosen investment divisions exceeds the AIR and Separate Account charges (the
net investment return). Likewise, your payments will decrease to the extent the
investment experience of your chosen investment divisions is less than 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 than if you had a higher AIR as changes
occur in the actual investment experience of the investment divisions.

Valuation

This is how we calculate the Annuity Unit Value for each investment division:

/ / First, we determine the change in investment experience (including any
investment-related charge) for the underlying portfolio from the previous
trading day to the current trading day;

/ / Then, we multiply by an adjustment based on your AIR for each day since
the last Annuity Unit Value was calculated; and

/ / Finally, we multiply the previous Annuity Unit Value by this result.

Transfers

You can make transfers among investment divisions or from the investment
divisions to the Fixed Income Option. Once you transfer money into the Fixed
Income Option you may not later transfer it into an investment division. There
is no early withdrawal charge to make a transfer. If you reside in certain
states you may be limited to four options (including the Fixed Interest Option).

For us to process a transfer, you must tell us:

/ / The percentage or dollar amount of the transfer;

/ / The investment division (or Fixed Income Option) to which you want
to transfer; and

/ / The investment division from which you want to transfer.

We may require that you use our forms to make transfers.

Each Fund may restrict or refuse purchases or redemptions of shares in their
Portfolios as a result of certain market timing activities. You should

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

The initial variable income payment is a hypothetical payment which is
calculated based on the AIR. This initial variable income payment is used to
establish the number of annuity units. It is not the amount of your actual first
variable income payment unless your first income payment happens to be within 10
days after we issue the Income Annuity.

Once you transfer money into the Fixed Income Option you may not later transfer
it into an investment division.
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<PAGE>

read the Fund prospectuses for more details.

Contract Fee

Charges

There are two types of charges you pay if you allocate any of your purchase
payment to the investment divisions:

/ / Insurance-related charge; and

/ / Investment-related charge.

Insurance-Related Charge

General administrative expenses we incur include financial, actuarial,
accounting, and legal expenses.

The mortality portion of the insurance-related charge pays us for the risk that
you may live longer than we estimated. Then, we could be obligated to pay you
more in payments than we anticipated.

We also bear the risk that our expenses in administering the Income Annuities
will be greater than we estimated (expense risk).

Investment-Related Charge

This charge has two components. The first pays the investment managers for
managing money in the Portfolios. The second consists of Portfolio operating
expenses. The percentage you pay depends on the investment divisions you select.
Amounts for each investment division are listed in the Table of Expenses.

- --------------------------------------------------------------------------------
The charges you pay will not reduce the number of annuity units credited to you.
Instead, we deduct the charges when calculating the Annuity Unit Value.
- --------------------------------------------------------------------------------

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<PAGE>

Premium Taxes

Some jurisdictions tax what are called "annuity considerations." We deduct money
to pay "premium" taxes (also known as "annuity" taxes) when you make the
purchase payment.

Premium taxes, if applicable, currently range from .5% to 5.0% depending on the
Income Annuity you purchased and your home state or jurisdiction. A chart in the
Appendix shows the jurisdictions where premium taxes are charged and the amount
of these taxes.

Free Look

General Information

Administration

All transactions will be processed in the manner described below.

Purchase Payments

/ / On a day when the Accumulation Unit Value/Annuity Unit Value is not
calculated, or

/ / After 4:00 p.m. Eastern time.

In those cases, the purchase payments will be effective the next day the
Accumulation Unit Value or Annuity Unit Value, as applicable, is calculated.

Usually, your initial purchase payment is credited to you within two days of
receipt at your MetLife Designated Office. However, if you fill out our forms

- --------------------------------------------------------------------------------
You do not have a "free look" if you are electing income payments in the pay-out
phase of your Deferred Annuity.

Generally, your properly completed requests including all subsequent purchase
payments are effective the day we receive them at your MetLife Designated
Office.

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<PAGE>

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
your money until the problem is resolved. If you do not agree or we cannot reach
you by the fifth business day, your money will be returned.

Under certain group Deferred Annuities and group Income Annuities, your
employer, the trustee of the Keogh plan (if an allocated Deferred Annuity) or
the group in which you are a participant or member must identify you on their
reports to us and tell us how your money should be allocated among the
investment divisions and the Fixed Interest Account/Fixed Income Option.

Confirming Transactions

You will receive a written statement confirming that a transaction was recently
completed. Certain transactions made on a periodic basis, such as Systematic
Withdrawal Program payments and automated investment strategy transfers, may be
confirmed quarterly. Salary reduction or deduction purchase payments under TSA
Deferred Annuities are confirmed quarterly.

Processing Transactions

By Telephone or Internet

You may request a variety of transactions and obtain information by telephone 24
hours a day, 7 days a week, unless prohibited by state law or your employer.
Likewise, in the future, you may be able to request a variety of transactions
and obtain information through Internet access, unless prohibited by state law.
Some of the information and transactions accessible to you include:

/ / Account Balance

/ / Unit Values

/ / Current rates for the Fixed Interest Account

/ / Transfers

/ / Changes to investment strategies

/ / Changes in the allocation of future purchase payments.

- --------------------------------------------------------------------------------
You may authorize your sales representative to make telephone transactions on
your behalf. You must complete our form and we must agree. This does not apply
if you have a Keogh Deferred Annuity or Income Annuity.
- --------------------------------------------------------------------------------

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<PAGE>

Annuity Unit Value is not calculated or after 4:00 p.m. Eastern time. We will
process these transactions on our next business day.

We have put into place reasonable security procedures to insure that
instructions communicated are genuine. For example, all telephone calls are
recorded. Also, you will be asked to provide some personal data prior to giving
your instructions over the telephone or the Internet. When someone contacts us
by telephone or Internet and follows our security procedures, we will assume
that you are authorizing us to act upon those instructions. Neither the Separate
Account nor MetLife will be liable for any loss, expense or cost arising out of
any requests that we or the Separate Account reasonably believe to be authentic.
In the unlikely event that you have trouble reaching us, requests should be made
in writing to your MetLife Designated Office.

Response times for telephone or Internet may vary due to a variety of factors,
including volumes, market conditions and performance of systems. We are not
responsible or liable for:

/ / any inaccuracy, error, or delay in or omission of any information you
transmit or deliver to us; or

/ / any loss or damage you may incur because of such inaccuracy, error, delay
or omission; non-performance or any interruption of information beyond our
control.

After Your Death

If we are notified of your death before a requested transaction is completed, we
will cancel the request. For example, if you request a transfer or withdrawal
for a date in the future under a Deferred Annuity and then die before that date,
we simply pay the death benefit instead. For Income Annuity transfers, we will
cancel the request and continue making payments to your beneficiary if your
Income Annuity so provides. Or, depending on your Income Annuity's provisions,
we may continue making payments to a joint annuitant or pay your beneficiary a
refund.

Third Party Requests

Valuation

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<PAGE>

Advertising Performance

We may state performance in terms of "yield," "change in Accumulation Unit
Value/Annuity Unit Value," "average annual total return," or some combination of
these terms.

Average annual total return calculations reflect all Separate Account charges
and applicable early withdrawal charges. These figures also assume a steady
annual rate of return.

Performance figures will vary among the various Deferred Annuities and Income
Annuities as a result of different Separate Account charges and early withdrawal
charges. For purposes of presentation, we may assume that certain Deferred
Annuities and Income Annuities were in existence prior to their inception date.
In these cases, we calculate performance based on the historical performance of
the underlying Metropolitan Fund, Zenith Fund and Calvert Fund Portfolios. We
use the actual accumulation unit or annuity unit data after the inception date.

- --------------------------------------------------------------------------------
All performance numbers are based upon historical earnings. These numbers are
not intended to indicate future results.
- --------------------------------------------------------------------------------

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<PAGE>

Changes to Your Deferred Annuity or
Income Annuity

/ / To operate the Separate Account in any form permitted by law.

/ / To take any action necessary to comply with or obtain and continue any
exemptions under the law.

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

Voting Rights

Based on our current view of applicable law, you have voting interests under
your Deferred Annuity or Income Annuity concerning Metropolitan Fund, Zenith
Fund and Calvert Fund proposals that are subject to a shareholder vote.
Therefore, you are entitled to give us instructions for the number of shares
which are deemed attributable to your Deferred Annuity or Income Annuity.

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<PAGE>

You will be entitled to give instructions regarding the votes attributable to
your Deferred Annuity or Income Annuity in your sole discretion. Under the Keogh
Deferred Annuities, participants may instruct you to give us instructions
regarding shares deemed attributable to their contributions to the Deferred
Annuity. Under the Keogh Deferred Annuities, we will provide you with the number
of copies of voting instruction soliciting material 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.

/ / The shares for which voting instructions are received, and

/ / The shares that are voted in proportion to such voting instructions.

However, if the law or the interpretation of the law changes, we may decide to
exercise the right to vote each Portfolio's shares based on our judgment.

Who Sells the Deferred Annuities and Income Annuities

The licensed sales representatives and broker-dealers who sell the annuities may
be compensated for these sales by commissions that we pay. There is

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<PAGE>

no front-end sales load deducted from purchase payments to pay sales
commissions. The Separate Account does not pay sales commissions. The
commissions we pay range from 0% to 6%.

We also make payments to our licensed sales representatives based upon the total
Account Balances of the Deferred Annuities assigned to the sales representative.
Under this compensation program, we pay an amount up to .12% of the total
Account Balances of the Deferred Annuities and, other annuity contracts, certain
mutual fund account balances and cash values of certain life insurance policies.
These asset based commissions compensate the sales representative for servicing
the Deferred Annuities. These payments are not made for Income Annuities.

From time to time, MetLife may pay organizations or associations a fee,
reimburse them for certain expenses, lease office space from them, purchase
advertisement 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 with 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.

Financial Statements

Your Spouse's Rights

If you received your contract through a qualified retirement plan and your plan
is subject to ERISA (the Employee Retirement Income Security Act of 1974) and
you are married, the income payments, withdrawal and loan provisions, and
methods of payment of the death benefit under your Deferred Annuity or Income
Annuity may be subject to your spouse's rights.

If your benefit is worth $5,000 or less, your plan may provide for distribution
of your entire interest in a lump sum without your spouse's consent.

For details or advice on how the law applies to your circumstances, consult your
tax advisor or attorney.

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When We Can Cancel Your Deferred Annuity or Income Annuity

We may not cancel your Income Annuity.

We may cancel your Deferred Annuity only if we do not receive any purchase
payments from you for 36 consecutive months and your Account Balance is less
than $2,000, except for the unallocated Keogh Deferred Annuity. For the
unallocated Keogh Deferred Annuity we may cancel the Deferred Annuity if we do
not receive purchase payments from you for 12 consecutive months and your
Account Balance is less than $15,000. If we cancel a Deferred Annuity 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. Certain Deferred Annuities do not contain these cancellation
provisions.

Income Taxes

The following information on taxes is a general discussion of the subject. It is
not intended as tax advice. The Internal Revenue Code ("Code") is complex and
subject to change regularly.

You should read the general provisions and any sections relating to your type of
annuity to familiarize yourself with some of the tax rules for your particular
contract. The SAI has additional tax information.

For purposes of this section, we address Deferred Annuities and Income Annuities
together as annuities.

General

Deferred annuities are a means of setting aside money for future needs--usually
retirement. Congress recognizes how important saving for retirement is and has
provided special rules in the Code.

Because these products are intended for retirement, if you make withdrawals
before age 59 1/2 you may incur a tax penalty.

We are not responsible for determining if your employer's plan or arrangement
satisfies the requirements of the Code and/or ERISA.

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

Consult your own tax advisor about your circumstances, any recent tax
developments and the impact of state income taxation.

Simply stated, income tax rules for Deferred Annuities generally provide that
earnings are not subject to tax until withdrawn. This is referred to as tax
deferral.
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B-PPA-47
<PAGE>

Purchase Payments

Generally, all purchase payments 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.

Under some circumstances "after-tax" purchase payments can be made to certain
annuities. These purchase payments do not reduce your taxable income or give you
a tax deduction.

There are different annual purchase payments limits for the annuities offered in
this prospectus. Purchase payments in excess of the limits may result in adverse
tax consequences.

Withdrawals

Because your purchase payments are generally on a before-tax basis, you pay
income taxes on the full amount of money you withdraw as well as income earned
under the contract. If you made any after-tax contributions they would not be
subject to income tax.

If certain requirements are met, you may be able to transfer amounts in your
contract to another eligible retirement plan or IRA. For PEDC contracts, you can
only transfer such amounts to another PEDC plan.

Minimum Distribution Requirements

Generally, you must begin receiving withdrawals from your contract by April 1 of
the calendar year following the later of:

/ / The year you turn age 70 1/2 or;

/ / Provided you do not own 5% or more of your employer, and to the extent
permitted by your plan and contract, the year you retire.

Complex rules apply to timing and calculating these withdrawals. A tax penalty
of 50% applies to withdrawals which should have been taken but were not.

Although the minimum distribution requirements for PEDC are similar to those for
TSA, 403(a) and Keogh, there are some differences.

Please consult the section for the type of annuity you purchased to determine if
there are restrictions on withdrawals.

Withdrawals Before Age 59 1/2

If you receive a taxable distribution from your contract before you reach age
59 1/2, this amount may be subject to a 10% penalty tax in addition to ordinary
income taxes. This does not apply to PEDC annuities.

As indicated in the chart below, some taxable distributions prior to age 59 1/2
are exempt from the penalty. Some of these exceptions include any amounts
received:

- --------------------------------------------------------------------------------
Withdrawals and income payments are included in income except for the portion
that represents a return of non-deductible purchase payments.
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B-PPA-48
<PAGE>

<TABLE>
<CAPTION>
Type of Contract
-------------------------
TSA Keogh 403(a)
-- ---- -----
<S> <C> <C> <C>
In a series of substantially equal payments
made annually (or more frequently) for life
or life expectancy, after you have separated
from service x x x

After you die x x x

After you become totally disabled (as
defined in the Code) x x x

To pay deductible medical expenses x x x

After separation from service
if you are over age 55 x x x

After December 31, 1999
for IRS levies x x x
- ---------------------------------------------------------------------------
</TABLE>

Mandatory 20% Withholding (Except PEDC)

We are required to withhold 20% of the taxable portion of your withdrawal that
constitutes an "eligible rollover distribution" for Federal income taxes. This
rule does not apply to PEDC contracts. We are not required to withhold this
money if you direct us, the trustee or the custodian of the plan to directly
rollover your eligible rollover distribution to a traditional IRA, or another
eligible retirement plan.

Generally, an "eligible rollover distribution" is any taxable amount you receive
from your contract. However, it does not include taxable distributions that are:

/ / A series of substantially equal payments made at least annually for:

o Your life or life expectancy

o Both you and your beneficiary's lives or life expectancies

o A specified period of 10 years or more

/ / Withdrawals to satisfy minimum distribution requirements

/ / Certain withdrawals on account of financial hardship

Other exceptions to the definition of eligible rollover distribution may exist.

For taxable withdrawals that are not "eligible rollover distributions," the Code
requires different withholding rules. The withholding amounts are determined at
the time of payment. In certain instances, you may elect out of these
withholding requirements.

Systematic Withdrawal Program for Substantially Equal Periodic Payments (SEPP)

If you are considering using the Systematic Withdrawal Program (currently only
available for TSA Deferred Annuities) for the purpose of meeting the SEPP
exception to the 10% tax penalty, consult with your tax advisor.

B-PPA-49
<PAGE>

After Death

If you die before required minimum distribution withdrawals have begun, we must
make payment of your entire interest in the Contract within five years after the
year of your death or begin payments under an income annuity allowed by the Code
to your beneficiary by December 31st of the year after your death.

If your spouse is your beneficiary and if your contract permits, your spouse may
delay the start of income payments until December 31st of the year in which you
would have reached age 70 1/2.

If you die after required withdrawals begin, payments must continue at least as
rapidly as under the distribution method in effect at your death.

TSA Annuities

General

TSAs fall under ss. 403(b) of the Code, which provides certain tax benefits to
eligible employees of public school systems and organizations that are tax
exempt under ss. 501(c)(3) of the Code.

Your Deferred Annuity is not forfeitable (e.g., not subject to claims of your
creditors) and you may not transfer it to someone else.

Withdrawals

If you are under 59 1/2, you cannot withdraw money from your contract unless the
withdrawal:

/ / Relates to purchase payments made prior to 1989 (and pre-1989 earnings on
those purchase payments).

/ / Is directly transferred to other ss. 403(b) arrangements;

/ / Relates to amounts that are not salary reduction elective deferrals;

/ / Is after you die, leave your job or become disabled (as defined by the
Code); or

/ / Is for financial hardship (but only to the extent of purchase payments) if
your plan allows it.

See the general heading under Income Taxes for a brief description of the tax
rules that apply to TSA Annuities.

Keogh Annuities

General

Pension and profit-sharing plans satisfying certain Code provisions are
considered to be "Keogh" plans.

See the general heading under Income Taxes for a brief description of the tax
rules for Keogh Annuities.

- --------------------------------------------------------------------------------
You may be subject to the 10% penalty tax if you withdraw money before you turn
age 59 1/2.
- --------------------------------------------------------------------------------

B-PPA-50
<PAGE>

PEDC

General

PEDC plans are available to state or local governments and certain tax-exempt
organizations as described in ss. 457 of the Code. The plans are not available
for churches and qualified church-controlled organizations.

PEDC annuities maintained by a state or local government are for the exclusive
benefit of plan participants and their beneficiaries.

PEDC annuities other than those maintained by state or local governments are
solely the property of the employer and are subject to the claims of the
employer's general creditors until they are "made available" to you.

Withdrawals

Generally, monies in your contract can not be "made available" to you until you:

/ / Reach age 70 1/2

/ / Leave your job

/ / Have an unforeseen emergency (as defined by the Code)

Special Rules

See the general heading under Income Annuities for a brief description of the
tax rules that apply to PEDC annuities.

403(a)

General

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.

See the general heading under Income Taxes for a brief description of the tax
rules that apply to 403(a) annuities.

B-PPA-51
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Table of Contents for the Statement of Additional Information

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