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                                                                EXHIBIT 10.33

               SUPPLEMENTAL AUXILIARY SAVINGS AND INVESTMENT PLAN
                    OF PARTICIPATING METROPOLITAN AFFILIATES

                           (Effective January 1, 1996)




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               SUPPLEMENTAL AUXILIARY SAVINGS AND INVESTMENT PLAN
                    OF PARTICIPATING METROPOLITAN AFFILIATES



         Metropolitan Property and Casualty Insurance Company, MetLife Credit
Corp., MetLife Funding, Inc., Cross & Brown Company, and Edison Supply and
Distribution, Inc. (hereinafter referred to separately as "the Company") hereby
establish the Supplemental Auxiliary Savings and Investment Plan of
Participating Metropolitan Affiliates (hereinafter referred to as "the Plan"),
effective January 1, 1996.

                                   Article 1

                                Purpose of Plan

         Each Company contributes to the Savings and Investment Plan For
Employees of Metropolitan Life and Participating Affiliates (hereinafter
referred to as "SIP") for its employees. Said plan is qualified under section
401 of the Internal Revenue Code. The Company contributions provided under SIP
are and always have been reasonable in amount in relation to the covered
employees' compensation and services.


         (a) Under section 1.415-2(d)(2) of the Internal Revenue Regulations,
the limitation under section 415 of the Internal Revenue Code takes into account
the annual compensation of an employee other than contributions made by the
Employer to a deferred compensation plan to the extent that such contributions
are not includible in the employee's gross income for the taxable year in which
contributed. Pursuant to this regulation, the SIP must exclude deferred
compensation income in calculating the benefits payable to certain company
employees and their beneficiaries for all years, including those years prior to
the effective date of the Plan. Therefore, each Company is adopting this Plan to
provide benefits to its employees and beneficiaries of its employees whose
benefits under SIP are reduced because of the limitations in Section
1.415-2(d)(2) of the Internal Revenue Regulations. Such benefits are subject to
the Plan's overall benefit limitations as set forth under Article 3.

                                    Article 2

                                  Participation

         Each Participant under SIP whose compensation, as defined in SIP,
exceeds the limitations of Section 401(a)(17) of the Internal Revenue Code and
whose Company


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contributions are reduced because of the application of section 1.415-2(d)(2) of
the Internal Revenue Regulations shall be a Participant in this Plan.

                                    Article 3

                         Vesting and Payment of Benefits

         Benefits under this Plan shall vest in accordance with the vesting
schedule applicable to Company contributions under the Savings and Investment
Plan and shall be payable to a Participant or the beneficiary of a deceased
Participant in amounts equal to the difference between

                  (i) the largest amount (together with interest thereon),
         that would have been contributed by the Company under SIP, as amended,
         had SIP not been subject to the deferred compensation income exclusion
         as provided under section 1.415-2(d)(2) of the Internal Revenue
         Regulations, less

                  (ii) the amounts of benefits that are actually payable under
         SIP.

         The benefits paid under this Plan shall take into account all periods
of employee service performed by a Participant for his or her Company (including
any period before the Plan's effective date) that count for the Participant's
benefit accrual under SIP.

         Interest will be calculated on such amount at the same rates and over
the same period of time as if such amounts had been contributed to SIP and
invested in the Fixed Income Fund thereunder. Except as otherwise provided in
this Article, a Participant may elect, subject to the consent of the Company, to
receive benefits under this Plan in the form of a single sum, installments or an
annuity subject to the same duration, terms and conditions under which such
methods of distribution are payable under the Savings and Investment Plan. Such
election shall be made on a form prescribed by the Company and shall require the
Participant to designate the mode of payment requested and the date on which
benefits will commence to be paid. Benefits shall become payable on the date
elected by the Participant in the election form which date shall not be earlier
than (i) twelve (12) months subsequent to the date on which the Participant
files the election form with the Company; and (ii) the Participant's actual
retirement date. If the Participant retired prior to attaining age 70 1/2, and
no benefit election form is received from a Participant by April 1st of the
calendar year following the calendar year in which the Participant attained age
70 1/2, such Participant will be deemed to have elected to receive his or her
account balance in the form of a single sum by April 1st of the calendar year
following the calendar year in which he or she attains age 71 1/2. However, if a
Participant's vested account balance does not exceed $5,000, such Participant's
vested




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account balance will be distributed in a single sum as soon as practicable
following his or her death, disability, termination of employment or retirement.
Notwithstanding the foregoing provisions of this Article 3, no benefits under
this Plan will be eligible for any in-service withdrawal by a Participant.

         If, at the time of the Participant's death, amounts remained
undistributed to such Participant (unless such Participant was receiving benefit
payments in the form of an annuity), then benefit payments shall continue to be
made to the Participant's beneficiary in accordance with the method by which
benefit payments were being made to the Participant. If, at the time of the
Participant's death, benefit payments had not commenced to be made to him or
her, then, except as otherwise provided in this Article, the Participant's
designated beneficiary may elect, subject to the consent of the Company, to
receive benefits in the form of a single sum, installments or an annuity subject
to the same duration, terms and conditions under which such methods of
distribution are payable to beneficiaries under the Savings and Investment Plan.
Such election shall be made on a form prescribed by the Company and shall
require the beneficiary to designate the mode of payment requested and the date
on which benefits will commence to be paid. If the election form is filed with
the Company by December 31 of the year in which the Participant died, benefits
payable in the form of an annuity, in installments payable over more than five
years certain or in installments payable over the life expectancy of the
beneficiary must commence no earlier than the first day of the month which is
twelve months after the date the beneficiary files the form with the Company,
but no later than December 31 of the year following the year of the
Participant's death. Benefits payable in any form other than those forms
described in the preceding sentence shall become payable on the date elected by
the beneficiary in the election form which date shall not be earlier than twelve
(12) months subsequent to the date on which the beneficiary files the election
form with the Company; however, the benefit selected must require the entire
account balance to be paid to the beneficiary no later than the December 31 of
the year which is the fifth anniversary of the Participant's death.

         The Participant's beneficiary shall be the beneficiary designated by
the Participant under the Savings and Investment Plan. However, if the
Participant filed a beneficiary designation under this Plan, upon the
Participant's death, benefits shall be payable to the primary beneficiary(ies)
designated under this Plan. If there is more than one beneficiary under the
Savings and Investment Plan or more than one primary beneficiary under this Plan
and the beneficiary designation does not specify the percentage of the
Participant's benefit to be paid to each such beneficiary, each beneficiary
shall share equally in the benefits under the Plan. If one or more beneficiaries
predecease the Participant, the surviving beneficiary(ies) shall share equally
in the deceased beneficiary's portion of the Plan benefits. If all primary
beneficiaries predecease the Participant, benefits shall be


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payable to the contingent beneficiary(ies) upon the Participant's death. If
there is more than one contingent beneficiary(ies), and the contingent
beneficiary designation does not specify the percentage of the Participant's
benefit to be paid to each such beneficiary, each contingent beneficiary shall
share equally in the benefits under the Plan. If one or more contingent
beneficiaries predecease the Participant, the surviving contingent
beneficiary(ies) shall share equally in the deceased contingent beneficiary's
portion of the Plan benefits. If all contingent beneficiaries predecease the
Participant, or if there is no beneficiary designation in effect on the date of
the Participant's death, benefits will be payable to the Participant's surviving
spouse or, in the absence of such spouse, to the Participant's estate.

         The obligation to pay benefits under the Plan shall be borne by each
Company solely with respect to its employees or the beneficiaries of its
employees.

                                    Article 4

                                  Unfunded Plan

         The Plan is completely unfunded, and payment of benefits is supported
only by the general assets of each Company with respect only to its employees
and the beneficiaries of its employees. This Plan is entirely separate from SIP
and participation in this Plan gives a Participant no right to any funds or
assets of SIP or of the Company. The fact that contracts or certificates of the
Company may be distributed to recipients of benefits under SIP in discharge of
the Company's obligations thereunder shall in no way entitle a Participant in
this Plan to receive any such contract or certificate in discharge of the
Company's obligations hereunder.

                                    Article 5

                  Nontransferability 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 6

                                 Effect of Taxes

         In making payments under this Plan, each Company shall withhold any
Federal, state or local income or other taxes it determines that it is legally
obligated to withhold. In



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the event the payments received by the Participant result in greater tax burdens
(whether income, estate or other tax burdens) than they would if such payments
had been able to be received under the Savings and Investment Plan, the Company
shall have no obligation to reimburse the Participant for such greater tax
burdens.

                                    Article 7

                         Company Interpretation Binding

         In the event of a difference of opinion between a Participant and the
Company with respect to the meaning or application of the provisions of the
Plan, the Company's final interpretation shall be set forth in writing to the
Participant and shall be binding and conclusive.

                                    Article 8

                                 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 9

                        Amendment and Termination of Plan

         Each Company reserves the right to amend or terminate this Plan
hereunder at any time without the consent of any Participant or of any other
person. However, any such amendment or termination will not affect adversely the
entitlement to benefits hereunder of any Participant or Participant receiving
benefits under the Plan or any successor plan at or prior to the time of such
amendment or termination or of an employee who is a Participant in SIP at or
prior to the time of such amendment or termination to the extent such benefits
are attributable to Company service prior to the date of such amendment or
termination.



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                              METROPOLITAN PROPERTY AND CASUALTY INSURANCE
                              COMPANY (also authorized to transact business as
                              Metropolitan Property and Liability Insurance
_________________________     Company)



_________________________     __________________________________
DATE


                              METLIFE CREDIT CORP.
WITNESS


_________________________     __________________________________
DATE


_________________________     METLIFE FUNDING
WITNESS


_________________________     __________________________________
DATE


_________________________     CROSS & BROWN COMPANY
WITNESS


_________________________     __________________________________
DATE




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_________________________     EDISON SUPPLY AND DISTRIBUTION, INC.
WITNESS


_________________________     _____________________________________
DATE



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