METLIFE INC
AUXILIARY PENSION PLAN
<DOCUMENT>
<TYPE>EX-10.59
<SEQUENCE>10
<FILENAME>y94438exv10w59.txt
<DESCRIPTION>AUXILIARY PENSION PLAN
<TEXT>
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                                                                   EXHIBIT 10.59

                         METLIFE AUXILIARY PENSION PLAN

Metropolitan Life Insurance Company ("the Company") hereby amends and restates
the MetLife Auxiliary Pension Plan ("the Plan") effective January 1, 2003.

Article 1. Purpose of Plan.

The purpose of the Plan is to provide to certain participants employed by the
Company, other employers (each a "Subsidiary") participating under the
Metropolitan Life Retirement Plan for United States Employees ("Retirement
Plan") and their beneficiaries, the excess amount that would have been payable
under the Retirement Plan in the absence of the limitations under (i) section
415 of the Internal Revenue Code of 1986 (as amended) ("Internal Revenue Code"),
(ii) section 401(a)(17) of the Internal Revenue Code, or such lesser limit as in
effect under the Retirement Plan and (iii) section 1.415-2(d)(2) of the Income
tax Regulations, that excludes compensation deferred under the Company's or a
Subsidiary's deferred compensation arrangements.

Article 2. Participation

A Participant in the Plan is any employee that qualifies under Section 2.1, 2.2
or 2.3 below:

2.1. A Company or Subsidiary (including, but not limited to, a MetLife Group,
Inc.) employee participating in the Retirement Plan:

(a)  whose benefits are reduced because of the application of Section 401(a)(17)
     of the Internal Revenue Code (or such lesser limit as in effect under the
     Retirement Plan), or,

(b)  whose benefits are reduced because of the application of section 415 of the
     Internal Revenue Code, including Treasury Regulation 1.415-2.

shall be eligible to participate in the Plan as stated in all Articles except
Section 4.2 of Article 4 and Article 4A.

2.2. A Company or Subsidiary (including, but not limited to, a MetLife Group
Inc.) employee participating in the Retirement Plan who:

(a)  is in a compensation grade of 36 or higher (or an equivalent compensation
     grade), or,

(b)  is a member of the Chairman's Council for 3 consecutive years, or,

(c)  is listed in Appendix A, or,

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(d)  has been inducted into the Sales Representative Hall of Fame and has
     attained the age of 65

shall be eligible to participate in the Plan as stated in all Articles.

If an employee is an eligible Participant in the Plan under Section 2.1 of this
Article, and on or after January 1, 1995, he/she qualifies as a Participant
under Section 2.2 of this Article, then the entire benefit that has accrued to
that employee shall be payable as if the employee always qualified as a
Participant under Section 2.2 of this Article. If, after qualifying as a
Participant under Section 2.2 of this Article, an individual's compensation
grade drops below level 36 (or its equivalent), or the individual ceases to
qualify for the Chairman's Council, then that individual shall continue to be
treated as if he or she meets the requirements of Section 2.2 of this Article.

2.3. A Company or Subsidiary employee participating in the Retirement Plan:

         (i)      who participated and accrued benefits in the New England Life
                  Insurance Company's non-qualified Plans, i.e.:

                  -        The New England Life Insurance Company Select
                           Employee's Supplemental Retirement Plan, or

                  -        New England Life Insurance Company Supplemental
                           Retirement Plan, and,

         (ii)     who, on December 31, 2000, was actively employed by New
                  England Life Insurance Company, the Company or a Subsidiary,

shall be eligible, on January 1, 2001, to participate in this Plan, except
Section 4.2 of Article 4 and Article 4A. These individuals shall have their
entire auxiliary defined benefit (including amounts previously accrued under the
New England plans named above) paid under this Plan, in accordance with the
terms of this Plan. These individuals shall be eligible to participate in this
Plan as stated in Section 4.2 of Article 4 and Article 4A if they independently
qualify as a Participant under Section 2.2 of this Article after December 31,
2000.

         (i)      who participated and accrued benefits in the GenAmerica
                  Corporation Augmented Benefit Plan, (only insofar as it
                  relates to benefits on compensation that exceeded the limits
                  imposed by or upon the GenAmerica Corporation Performance
                  Pension Plan and Trust.) and,

         (ii)     who, on December 31, 2002, was actively employed by General
                  American Life Insurance Company, the Company or a Subsidiary,

shall be eligible, on January 1, 2003, to participate in this Plan, except
Section 4.2 of Article 4 and Article 4A. These individuals shall have their
entire auxiliary defined benefit (including amounts previously accrued under the
Augmented Benefit Plan) paid under this Plan, in accordance with the terms of
this Plan. These individuals shall be eligible to participate in Section 4.2 of
Article 4 and Article 4A of this Plan if they

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independently qualify as a Participant under Section 2.2 of this Article after
December 31, 2002.

Article 3. Vesting

Participants will vest in their accrued benefit under this Plan in accordance
with the vesting schedule under the Retirement Plan.

All benefits accrued by Participants under this Plan, prior to a Change of
Control as defined in Article 8, shall vest if the Participant satisfies the
vesting schedule that existed under the Retirement Plan immediately prior to the
Change of Control.

Article 4. Payment of Benefits

4.1. Benefits under this Plan shall be payable to a Participant in an amount
equal to the difference between:

(a)  the largest amount (without duplication of amount) that would have been
     payable to the Participant under the Retirement Plan, had the Retirement
     Plan not been subject to the limitations of Internal Revenue Code Sections:
     (i) 415, (ii) 401(a)(17) or such lesser limit as stated in the Retirement
     Plan, and (iii) Regulation Section 1. 415-2(d)(2) (with respect to deferred
     compensation arrangements); and,

(b)  the amount of benefits payable under the Retirement Plan and any
     predecessor Auxiliary Plan.

4.2. Only for those individuals who qualify as Participants in the Plan under
Section 2.2, final average compensation used to determine the largest amount
that would have been payable under Section 4.1(a) above, will be based on the
following rules, notwithstanding the actual provisions of the Retirement Plan.

For qualifying Participants that are not compensated on a commission basis,
Final Average Compensation will be the sum of (a) and (b) below:

(a)  The base salary component of the Participant's final average compensation,
     determined using the average of the Participant's base salary for the 60
     highest consecutive months during the 120 months preceding the
     Participant's date of retirement or termination, and,

(b)  The component of the Participant's final average compensation representing
     the Annual Variable Incentive Compensation Plan or successor annual cash
     bonus plan or program ("AVIP") award will be determined using the average
     of the Participant's highest 5 AVIP payments, (not necessarily consecutive)
     with respect to, the 10 calendar years preceding such Participant's date of
     retirement or termination, (including any projected payment(s) to be made
     beyond the Participant's date of retirement or termination).

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The AVIP award, as set forth in subsection (b) immediately above, projected to
be made beyond the Participant's date of retirement or termination will be
deemed equal to:

     (i)   the highest of the last 3 bonuses/awards paid while the Participant
           was in active Company service multiplied by

     (ii)  a fraction, the numerator of which is the number of months (or part
           thereof) that the Participant was actively employed in the calendar
           year(s) for which the bonus/award would be payable and the
           denominator of which is 12.

     (iii) If the fraction determined under (ii) immediately above, is less than
           1, then, the fractional amount determined under (ii) shall replace an
           equivalent fractional amount in the lowest of the 5 highest AVIP
           payments used in (b) above. This replacement shall occur only if the
           fractional amount determined under (ii) is greater than the
           fractional amount it is replacing in the lowest of the 5 highest AVIP
           payments.

Notwithstanding (b)(i), (ii) and (iii), if a specific amount of bonus/award was
already approved under the AVIP, prior to the Participant's date of retirement
or termination, such amount shall be used instead of the deemed estimate, and
such amount shall also be taken into account in determining the highest of the
Participant's last 3 bonuses/awards with regard to any bonus/award payable for
the Participant's year of retirement or termination.

If, at the time of retirement or termination, less than 5 AVIP payments have
been made to a Participant, then the AVIP component of final average pay shall
be the average of: all AVIP payments actually made to the Participant and the
projected payment (described above) for the year of retirement or termination.

For qualifying Participants that are compensated on a commission basis, Final
Average Compensation will be the amount described in appropriate provisions of
the Retirement Plan.

4.3. Except as described in (a) through (e) immediately below, benefits payable
under this Plan shall be payable in the same form(s) and at the same times as
benefits are payable under the Retirement Plan.

(a)  Alternative Distributions under Article 4A shall be paid in the form, and
     at the time, stated in the election form completed by the Participant and
     approved by the Committee.

(b)  Pre-Distribution Death Benefits as described in Article 4A.5 shall be paid
     in accordance with the terms of that Article.

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(c)  If a Participant directs his or her accrued, Personal Retirement Account
     ("PRA") or Performance Pension Account ("PPA"), benefit under the
     Retirement Plan to be transferred to the Savings and Investment Plan, and,
     at the time the request is made, the Participant has an accrued benefit
     under the Auxiliary Savings and Investment Plan, then the Participant's
     accrued PRA or PPA benefit under this Plan will be transferred to the
     Auxiliary Savings and Investment Plan and will be payable in accordance
     with the terms of the Auxiliary Savings and Investment Plan. If a
     Participant directs his or her accrued PRA or PPA benefit under the
     Retirement Plan to be transferred to the Savings and Investment Plan, and
     at the time the request is made, the Participant has no accrued benefit
     under the Auxiliary Savings and Investment Plan, then the Participant's
     accrued PRA or PPA benefit, under this Plan, will be paid to the
     Participant in a lump sum. The transfer discussed in the preceding sentence
     does not apply to a Participant's traditional formula benefit under the
     Retirement Plan or this Plan.

(d)  Individuals who:

(i)   had accrued benefits under the New England Life Insurance Company's
      non-qualified Plans listed in Section 2.3,

(ii)  terminated employment on or before December 31, 2000, and,

(iii) did not become employees of the Company or a Subsidiary upon that
      termination of employment,

will have their benefits paid from this Plan in the amounts, at the times and in
the form provided for under the provisions of those prior plans.

(e)  Individuals who:

     (i)   had accrued benefits under the GenAmerica Corporation Augmented
           Benefit Plan,

     (ii)  terminated employment on or before December 31, 2002, and,

     (iii) did not become employees of the Company or a Subsidiary upon that
           termination of employment,

will have their entire auxiliary defined benefit paid from this Plan in the
amounts, at the times, and in the form provided for under the provisions of that
prior plan.

Individuals described in Section 2.3 shall have their entire auxiliary defined
benefit (including amounts previously accrued under the plans named in Section
2.3) paid under this Plan, in accordance with the terms of this Plan.

Notwithstanding any provision to the contrary, the payment of benefits under
this Plan shall not be affected by, or be subject to, the qualified
pre-retirement survivor annuity and qualified joint and survivor annuity rules
under the Retirement Equity Act of 1984.

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Article 4A. Alternative Distribution

Alternative forms of distribution are available only to those Participants in
the Plan as defined in Section 2 of Article 2.

4A.1 Definitions

(a)  Alternative Distribution. "Alternative Distribution" means one of the
     following modes of payment:

     (i)   Single Sum: Payment in a single sum.

     (ii)  Installment Payments for a Specific Period: Monthly or annual
           payments are made to the Participant for a specified number of years
           selected (not exceeding 20 years). If the Participant dies before the
           expiration of the specified period, installment payments will
           continue to be made for the remainder of the period chosen by the
           Participant to a beneficiary designated by the Participant.

     (iii) Other Distribution: Any other form of payment that is mutually agreed
           upon by the Participant and the Committee.

(b)  Committee. "Committee" means the Compensation Committee of the Board of
     Directors of Metropolitan Life Insurance Company or their designated
     agent(s).

(c)  Election Date. "Election Date" means the date on which the Participant
     files his/her request for an Alternative Distribution. For Participants who
     are retirement eligible, as defined in the Retirement Plan, ("Retirement
     Eligible") when they separate from service with the Company or a
     Subsidiary, this date can be no later than the day before the Participant's
     retirement or termination date. For Participants who are not Retirement
     Eligible when they separate from service with the Company or a Subsidiary,
     this date can be no later than 12 months before the Distribution Date.

(d)  Distribution Date. "Distribution Date" means the date distributions
     commence under the mode of payment elected by the Participant. For
     Participants who are Retirement Eligible when they separate from service
     with the Company or a Subsidiary, this date cannot be earlier than the
     Participant's retirement or termination date. For Participants who are not
     Retirement Eligible when they separate from service with the Company or a
     Subsidiary, this date cannot be earlier than the later of:

     (i)  12 months following the Participant's Election Date, and

     (ii) the earliest date the Participant becomes eligible for a distribution
          from the Retirement Plan.

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4A.2. Payment in the Form of an Alternative Distribution.

Auxiliary retirement benefits under this Plan shall be payable in whole or in
part to a Participant in the form of an Alternative Distribution provided (i) a
request form is duly filed by the Participant in compliance with both the
provisions of this Article 4A and the procedures as set forth from time to time
by the Committee and (ii) consent thereto is given by the Committee.

4A.3. Election of Alternative Distribution.

A form requesting that auxiliary retirement benefits under this Plan be paid in
the form of an Alternative Distribution must be submitted by the Participant to
the Committee no later than the day before the Participant's retirement date.
For Participants who are separating from service with the Company or a
Subsidiary before they are Retirement Eligible, the form requesting an
Alternative Distribution must be submitted by the Participant to the Committee
no later than 12 months before the Distribution Date indicated on the election
form. All requests must be in writing, signed by the Participant, and follow the
format prescribed by the Committee. On the request form the Participant must
also designate (i) the mode of payment requested and (ii) the Participant's
retirement or Distribution Date. A request form shall be deemed submitted by the
Participant to the Committee on the day that such form is received by the
Committee. Prior to the Participant's retirement date, the request form can be
revoked by the Participant. Any revocation must be in writing and comply with
the procedures of the Committee. A request form submitted by the Participant
shall become irrevocable and binding as to all elections and designations made
by the Participant as of the retirement date. In the event that a Participant's
request form is not filed before his/her retirement date, the Participant's Plan
benefits will be paid in the same form as the benefits paid to the Participant
under the Retirement Plan. For Participants who separate from service before
they are Retirement Eligible, the request form shall become irrevocable and
binding, as to all elections and designations, 12 months before the Distribution
Date.

4A.4. Consent of the Committee.

Payment in the form of an Alternative Distribution shall require the consent of
the Committee. The Committee shall have full and complete discretion to approve
or reject any request for an Alternative Distribution. The decision of the
Committee on the Participant's request form shall be made known to the
Participant in writing.

4A.5. Death of Participant Before Distribution Date.

(a)  A Participant under Section 2.2, who accrued benefits in this Plan under
     the traditional formula before death, shall have 50% of the present value
     of his/her undistributed traditional formula benefit, (valued as a single
     sum under Section 4A.6(a) below and actuarially adjusted for payment at the
     Participant's earliest retirement date), paid to his/her designated
     beneficiary. This pre-distribution death

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     benefit will be payable in the form designated by the Participant and
     approved by the Committee.

     A Participant may file with the Committee a form (which will become
     irrevocable only upon death) designating a beneficiary or changing their
     existing designation. This form will also allow the Participant to choose
     the form in which the pre-distribution death benefit will be paid. All
     optional forms of benefit available to the Participant under this Plan and
     the Retirement Plan will be available for payment of this death benefit.

(b)  For salaried Participants covered under Section 2.2, a single sum,
     equivalent to the full value of a Participant's undistributed traditional
     formula benefit on the date of the Participant's death, (valued under
     Section 4A.6(a)), shall be paid to the Participant's designated beneficiary
     if:

          (i)   the Participant notifies the Committee in a request form in
                effect on the Election Date of his or her anticipated retirement
                date,

                the Committee gives its consent to the payment of a Single Sum
                or Installment Payments for a Specific Period before the
                Distribution Date is reached,

                the Participant agrees to defer actual retirement at the
                Company's written request,

                the Distribution Date for payment of the Single Sum or
                Installment Payments for a Specific Period is deferred to the
                Participant's actual retirement date, and

                the Participant dies after such anticipated retirement date but
                before actual retirement.

In the absence of a designation by the Participant, the death benefit, under (a)
or (b) immediately above, shall be paid to the Participant's surviving spouse in
a single sum. If the Participant has no surviving spouse at the time of death,
then the death benefit shall be paid to the Participant's estate.

4A.6. Valuation of Alternative Benefit

(a)  The actuarial equivalent value of the Single Sum shall be determined using
     the UP 84 Mortality Table, set forward one year for the Participant and set
     back four years for the Participant's spouse, (if applicable), and the
     Pension Benefit Guaranty Corporation immediate interest rate.

(b)  The actuarial equivalent benefit amount for the Installment Payments for a
     Specific Period will be determined by converting the Single Sum benefit
     amount, determined under Article 4A.6(a), using the interest rate basis for
     the immediate annuity purchase rates offered under the Metropolitan Savings
     and Investment Plan and its successors.

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(c)  The interest rates referenced in Article 4A.6, (a) and (b) above shall be
     the rates in effect at the following times:

     (i)  For Participants who are Retirement Eligible when they separate from
          service with the Company or a Subsidiary, the rate in effect, on their
          Election Date, but in no event earlier than one year before the
          Participant's retirement date.

     (ii) For Participants who are not Retirement Eligible when they separate
          from service with the Company or a Subsidiary, the rate in effect 12
          months before their Distribution Date.

4A.7. Power of Committee.

The Committee shall have the discretionary power to make any and all
administrative decisions regarding the election and payment of an Alternative
Distribution, including but not limited to, (i) the design and format of request
forms, (ii) the approval or rejection of requests for an Alternative
Distribution, (iii) the design and format of revocation forms and (iv) the
sending of notices.

Article 5. Unfunded Plan.

The Plan is completely unfunded. This Plan is entirely separate from the
Retirement Plan and any other plan. Participation in this Plan gives a
Participant no right to any funds or assets of the Retirement Plan, or any other
plan. The fact that contracts or certificates may be distributed to recipients
of benefits under the Retirement Plan in discharge of obligations thereunder
shall in no way entitle a Participant in this Plan to receive any such contract
or certificate in discharge of obligations under this Plan.

Article 6. Non-transferability of Participant's Interest

No Participant shall have any power or right to transfer, assign, mortgage,
commute or otherwise encumber any of the benefits payable hereunder, nor shall
such benefits be subject to seizure for the payment of any debts or judgments,
or be transferable by operation of law in the event of bankruptcy, insolvency or
otherwise.

Article 7. Effect of Taxes

In making payments under this Plan, the Company and the Subsidiary shall
withhold any Federal, state or local income, employment or other taxes, it
determines that it is legally obligated to withhold. All tax liabilities arising
out of benefits under this Plan are the sole obligation of the Plan
Participant(s) or their beneficiary. In the event that a Participant or
beneficiary incurs greater tax burdens from payments under this plan (whether
income, employment, estate or other tax burdens) than they would if such
payments had been made from the Retirement Plan, the Company and the Subsidiary
shall have no obligation to reimburse the Participant or beneficiary for such
greater tax burdens.

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Article 8. Change of Control

8.1. Definitions.

(a)  Change of Control. For the purposes of this Plan, a "Change of Control"
     shall be deemed to have occurred if:

     (i)   any Person acquires "beneficial ownership" (within the meaning of
           Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
           "Exchange Act")), directly or indirectly, of securities of the
           Corporation representing 25% or more of the combined Voting Power of
           the Corporation's securities;

           within any 24-month period, the persons who were directors of the
           Corporation at the beginning of such period (the "Incumbent
           Directors") shall cease to constitute at least a majority of the
           Board of Directors of the Corporation (the "Board") or the board of
           directors of any successor to the Corporation; provided, however,
           that any director elected or nominated for election to the Board by a
           majority of the Incumbent Directors then still in office shall be
           deemed to be an Incumbent Director for purposes of this Section
           8.1(a)(ii);

           the stockholders of the Corporation approve a merger, consolidation,
           share exchange, division, sale or other disposition of all or
           substantially all of the assets of the Corporation which is
           consummated (a "Corporate Event"), and immediately following the
           consummation of which the stockholders of the Corporation immediately
           prior to such Corporate Event do not hold, directly or indirectly, a
           majority of the Voting Power of (A) in the case of a merger or
           consolidation, the surviving or resulting corporation, (B) in the
           case of a share exchange, the acquiring corporation, or (C) in the
           case of a division or a sale or other disposition of assets, each
           surviving, resulting or acquiring corporation which, immediately
           following the relevant Corporate Event, holds more than 25% of the
           consolidated assets of the Corporation immediately prior to such
           Corporate Event; or

           any other event occurs which the Board declares to be a Change of
           Control.

(b)  Corporation. For the Purposes of this Article, "Corporation" means MetLife,
     Inc.

(c)  Person. For purposes of the definition of Change of Control, "Person" shall
     have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
     Act, as supplemented by Section 13(d)(3) of the Exchange Act, and shall
     include any group (within the meaning of Rule 13d-5(b) under the Exchange
     Act); provided, however, that "Person" shall not include (A) the
     Corporation or any Affiliate, (B) the MetLife Policyholder Trust (or any
     person(s) who would otherwise be described herein solely by reason of
     having the power to control the voting of the shares held by that trust),
     or

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     (C) any employee benefit plan (including an employee stock ownership plan)
     sponsored by the Corporation, Company or any Affiliate.

(d)  Voting Power. For purposes of the definition of Change of Control, "Voting
     Power" shall mean such number of Voting Securities as shall enable the
     holders thereof to cast all the votes which could be cast in an annual
     election of directors of a company, and "Voting Securities" shall mean all
     securities entitling the holders thereof to vote in an annual election of
     directors of a company.

(e)  Affiliate. For the purposes of this article, an "Affiliate" shall mean any
     corporation, partnership, limited liability company, trust or other entity
     which directly, or indirectly through one or more intermediaries, controls,
     or is controlled by, the Corporation.

(f)  Cause. For the purposes of this article, "Cause" means either:

          (i)  the Participant's conviction or plea of nolo contendere to a
               felony, or,

               any act or acts of dishonesty or gross misconduct on the
               Participant's part which results or is intended to result in
               material damage to the business or reputation of MetLife.

(g)  Good Reason. For the purposes of this article, "Good Reason" means any of:

          (i)   any reduction by the Corporation or an Affiliate in the
                Participant's base salary rate below the rate in effect
                immediately before the Change of Control;

                any relocation by the Corporation or an Affiliate of the
                Participant's usual base work location to any other office or
                location more than 50 miles from the Participant's usual base
                work location immediately prior to a Change of Control, except
                for travel reasonably required in the performance of the
                Participant's responsibilities;

                if the Participant is a party to an Employment Continuation
                Agreement with the Corporation or an Affiliate, any circumstance
                or occurrence constituting "Good Reason" under that Employment
                Continuation Agreement;

                the failure of the Corporation or an Affiliate to pay the
                Employee's base salary or employee benefits as required by law.

8.2. Vesting and Other Rights on and After a Change of Control Subject to
Conditions

In the event that:

(a) there is a Change of Control as defined in Section 8.1(a) of this Article,
    and,

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(b) on the date of the Change of Control or on a date before the second
    anniversary of the Change of Control, a Participant in this Plan:

          (i)  is involuntarily terminated from employment by the Corporation or
               any Affiliate (other than directly in connection with a transfer
               of employment to or from the Corporation or any Affiliate)
               without Cause,

          (ii) voluntarily terminates employment with the Corporation or any
               Affiliate for Good Reason,

then the Participant's unvested benefits and rights accrued as of the Change of
Control in each, the Retirement Plan and this Plan, will vest immediately under
this Plan, notwithstanding any other provision of the Retirement Plan or this
Plan, or any amendment or termination of this Plan taking place on or after a
Change of Control.

These accrued benefits will be paid under this Plan according to the ordinary
distribution rules of this Plan. The ordinary distribution rules of this Plan
are described in Article 4 and where applicable, Article 4A as they existed
immediately prior to the Change of Control. If this Section 8.2 is triggered, a
Participant under Section 2.2 does not have to obtain Committee approval for an
Alternate Distribution in the form of a Single Sum or Installment Payments for a
Specific Period.

Article 9. Interpretation of the Plan

The Committee is empowered to take all actions it deems appropriate in
administering this Plan. Claims for benefits and appeals of denied claims under
the Plan shall be administered in accordance with Section 503 of ERISA, the
regulations thereunder (and any other law that amends, supplements or supersedes
said Section of ERISA), and the procedures adopted by the Committee, or its
delegate, as appropriate. The claims procedures referenced above are
incorporated herein by reference. The Plan shall provide adequate notice to any
claimant whose claim for benefits under the Plan has been denied, setting forth
the reasons for such denial, and afford a reasonable opportunity to such
claimant for a full and fair review by the appropriate administrator of the
decision denying the claim. Benefits will be paid under the Plan only if the
Committee, or its delegate, determines in its discretion that the applicant is
entitled to them.

In the event of a difference of opinion between a Participant and the Committee
with respect to the meaning or application of the provisions of the Plan, the
Committee's final interpretation shall be binding and conclusive. However, once
a Change of Control (as defined in Article 8) has occurred, this Article 9 shall
no longer apply to differences of opinion between the Committee and a
Participant regarding the application of Article 8 of this Plan to a Participant
or with regard to any rights or benefits protected under Article 8 of this Plan
or otherwise accrued prior to the Change of Control including the vesting
thereof.

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Article 10. Governing Law

To the extent not inconsistent with Federal law, the validity of the Plan and
its provisions shall be construed according to the laws of the State of New
York.

Article 11. Amendment and Termination of Plan

11.1. Except to the extent required by law, the Committee may amend or terminate
this Plan at any time without the consent of any Participant or of any other
person. However, any such amendment or termination will not adversely affect the
benefit entitlements of:

(a)  any Participant receiving benefits under the Plan at or prior to the time
     of such amendment or termination, or,

(b)  any employee who is a Participant in the Retirement Plan to the extent of
     the present value of their accrued benefit under this Plan prior to the
     time of such amendment or termination. However, amendments may be made to
     all other aspects of this Plan including, but not limited to:

          (i)  amendments impacting the timing under which the Participant's
               entire accrued benefit is paid, or,

               amendments impacting the optional forms of benefit available for
               payment of the Participant's entire accrued benefit.

Notwithstanding the above, any amendment or group of amendments made effective
on the same date, which would increase or decrease the annual cost of Plan
benefits for active Plan Participants and former Plan Participants by ten
million dollars or more in the aggregate, as determined in good faith by the
Committee, shall take effect only after the action is authorized or ratified by
the Board of Directors of Metropolitan Life Insurance Company.

11.2.

(a)  Notwithstanding the provisions of Section 11.1 above, or any other
     provision of this plan, on or after a Change of Control (as defined in
     Article 8), amendments can no longer be made to Article 8, Article 9 or
     Section 11.2 of Article 11 of this Plan; and

(b)  Participants who:

          (i)  accrued rights or benefits under this Plan prior to a Change of
               Control (as defined in Article 8), and,

               whose rights or benefits are not vested at the time of the Change
               of Control

cannot have the vesting schedule, applicable on the day prior to the Change of
Control, amended with regard to such rights or benefits, and cannot forfeit, or
be deprived of,

                                       13
<PAGE>

their right to vest in these accrued benefits due to any amendment or
termination of this Plan.

                                      METROPOLITAN LIFE INSURANCE COMPANY

                           By /s/ James N. Heston
                              --------------------------------------------

                         Date October 31, 2003
                              --------------------------------------------

                      Witness /s/ Teresa Porochnia
                              --------------------------------------------

                                                                              14
<PAGE>

                                   Appendix A.

             List of Additional Individuals Covered Under This Plan.

The following additional individuals, who were covered under this Plan as of
January 1, 1995, are grandfathered as Participants under Section 2.2 of this
Plan:

Anthony E. Amodeo

Oliver N. Greeves

Sibyl C. Jacobson

William D. Kerrigan

Alan E. Lazarescu

Felix Schirripa

Anthony F. Trani

                                                                              15

</TEXT>
</DOCUMENT>
