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                                                                   EXHIBIT 10.31

            METROPOLITAN LIFE AUXILIARY SAVINGS AND INVESTMENT PLAN

                  (Restated Effective Through August 15, 1998)
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             METROPOLITAN LIFE AUXILIARY SAVINGS AND INVESTMENT PLAN
                  (Restated Effective Through August 15, 1998)


         Metropolitan Life Insurance Company and Texas Life Insurance Company,
(the Company) hereby continues in force and effect, as restated and amended by
this instrument, the Metropolitan Life Auxiliary Savings and Investment Plan
(the Plan), which was first established effective January 1, 1983.

                                   Article 1

                                Purpose of Plan

         The Company for many years has maintained a Savings and Investment Plan
for its employees. Said plan is qualified under section 401 of the Internal
Revenue Code. The Company contributions provided under said Savings and
Investment Plan are and always have been reasonable in amount in relation to the
covered employees' compensation and services.

         (a) Under section 415 of the Internal Revenue Code as enacted by the
    Employee Retirement Income Security Act of 1974 (ERISA), and as amended by
    the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA), for 1983 and
    subsequent years the Company contributions for certain Company employees
    under the Savings and Investment Plan may have to be reduced in order to
    maintain the tax-qualified status of the Savings and Investment Plan.
    Therefore, the Company is adopting this Plan to provide benefits to
    employees and beneficiaries of employees whose Company contributions under
    the Savings and Investment Plan are reduced because of the limitations in
    section 415 of the Internal Revenue Code. Such benefits are subject to the
    Plan's overall benefit limitations set forth under Article 3.

         (b) Under section 401(a)(17) of the Internal Revenue Code, the benefits
    payable to certain Company employees and their beneficiaries under the
    Savings and Investment Plan may have to be reduced in order to maintain the
    tax-qualified status of the Savings and Investment Plan. Under this
    provision, the Savings and Investment Plan must disregard the annual
    compensation of any employee to the extent that such compensation exceeds
    the section 401(a)(17) limitation. Therefore, effective on or after January
    1, 1989, this Plan shall provide benefits to employees and beneficiaries of
    employees whose benefits under the Savings and Investment Plan are reduced
    as a result of the section 401(a)(17) limitation. Such benefits are subject
    to the Plan's overall benefit limitations as set forth under Article 3.
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                                    Article 2

                                 Participation

         Each Participant under the Savings and Investment Plan whose Company
contributions are reduced because of the application of (i) section 415 of the
Internal Revenue Code and/or (ii) section 401(a)(17) of the Internal Revenue
Code 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 the Savings and Investment Plan,
    as amended, under one or more of the following (but without duplication of
    amount):

                  (a) had the Savings and Investment Plan not been subject to
         the limitations of section 415 of the Internal Revenue Code
         (disregarding the limitations under (b) herein); and/or

                  (b) had the Savings and Investment Plan not been subject to
         the limitations of section 401(a)(17) of the Internal Revenue Code
         (disregarding the limitations under (a) herein and with respect only to
         benefits accruable under the Savings and Investment Plan on or after
         January 1, 1989), less

         (ii) the amounts of benefits that are actually payable under the
    Savings and Investment Plan.

         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 the Savings
and Investment Plan 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 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





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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, determined as of the date of such Participant's retirement or
termination of employment, such Participant's vested 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.


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         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 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 largest amount under subsection (i) above shall, notwithstanding
the actual provisions of the Savings and Investment Plan, also include in the
case of a salaried employee who has not received an otherwise final distribution
under the Savings and Investment Plan, benefits with respect to any incentive
award paid under the Short-Term Performance Compensation Plan after the date the
individual retires for purposes of the Metropolitan Retirement Plan, whether
paid for the twelve-month period directly preceding the employee's year of
retirement and/or for the period running from January 1st of the year of
retirement through the date of retirement.

         Notwithstanding any provision to the contrary, no similar benefit that
is paid under this Plan shall be paid under any other deferred compensation
plan(s) created by the Company or any of its affiliates.

                                    Article 4

                                  Unfunded Plan

         The Plan is completely unfunded, and payment of benefits is supported
only by the general assets of each Company. This Plan is entirely separate from
the Savings and Investment Plan and participation in this Plan gives a
Participant no right to any funds or



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assets of the Savings and Investment Plan or of the Company. The fact that
contracts or certificates of the Company may be distributed to recipients of
benefits under the Savings and Investment Plan 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, the Company shall withhold any
Federal, state or local income or other taxes it determines that it is legally
obligated to withhold. In 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.




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                                    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

         The 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 beneficiary 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 the Savings
and Investment Plan 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.



______________________________     METROPOLITAN LIFE INSURANCE COMPANY
Date


______________________________     _____________________________________
Witness



______________________________     TEXAS LIFE INSURANCE COMPANY
Date


______________________________     _____________________________________
Witness




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