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                                                                    EXHIBIT 10.4

               METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS

                            EFFECTIVE JANUARY 1, 2000

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               METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS

           (PLAN TO PROVIDE FOR THE PAYMENT OF SEVERANCE PAY AND OTHER
       BENEFITS TO CERTAIN OFFICERS WHO ARE INVOLUNTARILY DISCONTINUED.)

           ARTICLE 1 THE PLAN: EFFECTIVE DATE: PLAN YEAR: DEFINITIONS

SECTION 1.1 THE PLAN: This plan shall be known as the MetLife Plan for
Transition Assistance for Officers (hereafter called the "Plan").

SECTION 1.2 EFFECTIVE DATE: The effective date of the Plan is January 1, 2000.

SECTION 1.3 PLAN YEAR: The Plan Year shall be a calendar year.

SECTION 1.4 DEFINITIONS: Unless the context otherwise requires, the terms
defined below shall have the following meanings for all purposes of the Plan.

SECTION 1.4.01 AFFILIATE: "Affiliate" means any corporation which is in the same
controlled group of corporations, within the meaning of Section 414(b) of the
Internal Revenue Code, as the Company and any other trade or business which is
part of the same commonly controlled group of trades or businesses, within the
meaning of Section 414(c) of the Internal Revenue Code, as the Company.

SECTION 1.4.02 COMPANY: "Company" means the Metropolitan Life Insurance Company.

SECTION 1.4.03 DATE OF DISCONTINUANCE OF EMPLOYMENT: "Date of Discontinuance of
Employment" means the date set by the Company or Subsidiary as the date the
Employee separates from the service of the Company or Subsidiary. The Company or
Subsidiary reserves the right to alter the Date of Discontinuance of Employment
at its sole and absolute discretion for any reason it deems appropriate,
including but not limited to, work conditions and the Disability of an Employee
prior to the Date of Discontinuance of Employment as originally set or agreed
upon by the Company or Subsidiary.

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SECTION 1.4.04 DISABILITY: "Disability" means that the employee is disabled as
defined in the "Disability" section of the MetLife Options Plus Summary Plan
Description Book and is receiving benefits under either the Metropolitan Short
Term Disability Plan or Long Term Disability Plan (or the successor plan(s) to
such plans).

SECTION 1.4.05 DISCONTINUANCE OF EMPLOYMENT:

      (a) "Discontinuance of Employment" means a Discontinuance of Employment
      Under the Provisions of the Staffing Adjustment Policy.

      (b) Notwithstanding the foregoing, and without limitation, the following
      shall not constitute a Discontinuance of Employment:

            (1) The transfer of an Employee to or from the Company, to or from
      the Subsidiary or to or from an Affiliate;

            (2) The transfer of an Employee to, or the hire of an Employee by,
      an employer other than an Affiliate as a result of a sale, merger,
      acquisition, outsourcing of a function or similar transaction, provided
      the Employee continues to perform the same or similar duties immediately
      following such transfer or hire. The determination of whether an employee
      continues to perform the same or similar duties immediately following such
      transfer shall be exclusively determined by the Company or Subsidiary; or

            (3) Unless the Company or Subsidiary decides otherwise, in its sole
      and absolute discretion, the voluntary cessation of employment with the
      Company or Subsidiary prior to the Date of Discontinuance of Employment;

            (4) the termination of employment of an Employee who has entered
      into a written employment contract with the Company or Subsidiary; or

            (5) a Discontinuance of Employment for Cause.

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SECTION 1.4.06 DISCONTINUANCE OF EMPLOYMENT FOR CAUSE: "Discontinuance of
Employment for Cause" means the involuntary cessation of an Employee's
employment with the Company or Subsidiary because the Employee has

      (a) engaged in a serious infraction of Company or Subsidiary policy, theft
      of Company or Subsidiary property or services or other dishonest conduct
      otherwise injurious to the interests of the Company or Subsidiary, each as
      determined solely by the Company or Subsidiary; or

      (b) demonstrated unacceptable lateness or absenteeism.

SECTION 1.4.07 DISCONTINUANCE OF EMPLOYMENT FOR PERFORMANCE: "Discontinuance of
Employment for Performance" means the involuntary cessation of an Employee's
employment with the Company or Subsidiary because the Employee has failed to
meet acceptable standards of job performance, each as determined solely by the
Company or Subsidiary.

SECTION 1.4.08 DISCONTINUANCE OF EMPLOYMENT UNDER THE PROVISIONS OF THE
COMPANY'S STAFFING ADJUSTMENT POLICY: "Discontinuance of Employment under the
Provisions of the Company's Staffing Adjustment Policy" means the involuntary
cessation of an Employee's employment with the Company or Subsidiary because of
a Job Elimination or a Discontinuation of Employment for Performance. In
addition, the Company or Subsidiary may, in its sole and absolute discretion,
offer an Employee the choice of voluntarily resigning from the Company or
Subsidiary. Those Employees who voluntarily resign under these circumstances
following such a request by the Company or Subsidiary will be considered to have
been terminated under the Company's Staffing Adjustment Policy. An Employee may
be deemed to have been terminated under this Policy whether or not the Employee
was subject to a Job Elimination.

SECTION 1.4.09 EMPLOYEE: "Employee" means anyone who:

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      (a) is employed and compensated in the United States by the Company or a
      Subsidiary,

      (b) is either:

            (1) a regular full-time employee, or

            (2) a regular part-time employee whose regularly scheduled annual
      service is 1,000 hours or more in a 12-month period,

      (c) is either or both:

            (1) an officer of the Company or of a Subsidiary, or

            (2) an employee of the Company in its Law Department holding the
            title of Assistant General Counsel or Associate General Counsel,
            regardless of whether that employee is an officer of the Company,

      (d) is not a temporary employee,

      (e) has not received a "Notice of Continued Eligibility" under the terms
      of the MetLife Severance Pay Plan for Officers, as amended (and whose
      employment is discontinued on or prior to December 31, 2000),

      (f) is not a leased employee within the meaning of Internal Revenue Code
      Section 414(n), and

      (g) is not performing services for the Company or a Subsidiary under an
      agreement in which such individual acknowledges that he or she is an
      independent contractor and that he or she is not entitled to participate
      in the Company's or Subsidiary's employee benefit plans.

The classification of Employees will be conclusively determined by the Company
or Subsidiary in its sole and absolute discretion.

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SECTION 1.4.10 EQUIVALENT WEEK'S SALARY: "Equivalent Week's Salary" means the
amount of annual Salary divided by fifty-two (52).

SECTION 1.4.11 JOB ELIMINATION: "Job Elimination" means the Company's or
Subsidiary's determination that an Employee's position has been or will be
eliminated because of a Company or Subsidiary staffing adjustment or other
organizational change, expense reduction considerations, office closings or
relocations (including but not limited to adjustments in the number of staff in
a department or unit or the elimination of all or some of the functions of a
department or unit), in which the Employee will not be replaced by another
person in the same position.

SECTION 1.4.12 JOB ELIMINATION PARTICIPANT: "Job Elimination Adjustment
Participant" means any Employee who has received a Notice of Discontinuance and
whose employment is terminated because of a Job Elimination.

SECTION 1.4.13 NOTICE OF DISCONTINUANCE: "Notice of Discontinuance" means
written notice by the Company or Subsidiary to an Employee which advises such
Employee of his or her Date of Discontinuance of Employment.

SECTION 1.4.14 OUTPLACEMENT ASSISTANCE: "Outplacement Assistance" means such
program for assistance with career planning and strategy development and job
placement the content and terms of which are determined solely by the Company or
Subsidiary at its discretion.

SECTION 1.4.15 PARTICIPANT: "Participant" means either a Job Elimination
Participant or a Performance Participant.

SECTION 1.4.16 PERFORMANCE PARTICIPANT: "Performance Participant" means any
Employee who has received a Notice of Discontinuance and whose employment is
terminated because of Discontinuance of Employment for Performance and:

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      (a) whose Service is at least equal to five (5); and

      (b) whose performance rating on the most recent annual performance review
      is no lower than "2," and

      (c) if the Employee's Date of Discontinuance is on or after January 1,
      2001, whose performance rating for the annual performance review
      immediately preceding the most recent annual performance review is no
      lower than "3;"

provided, however, that the Company or Subsidiary may in its sole discretion
deem any Employee whose employment is terminated because of Discontinuance of
Employment for Performance to be a Performance Participant.

SECTION 1.4.17 SALARY: "Salary" means the Employee's base salary as of the Date
of Discontinuance of Employment, excluding overtime, premium pay, incentive
compensation, and bonus payments paid to the Employee by the Company or
Subsidiary for services rendered, before any payroll deductions, including
taxes.

SECTION 1.4.18 SEPARATION AGREEMENT: "Separation Agreement" means an agreement
which includes a general release duly executed in favor of the Company and/or
Subsidiary in the form prescribed by the Company or Subsidiary which has become
final and irrevocable in accordance with the provisions of the Separation
Agreement and applicable law. Such Separation Agreement may include, without
limitation, an acknowledgment that neither the Company nor Subsidiary, nor any
of their subsidiaries or affiliates shall have any obligation to rehire the
Participant at any time.

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SECTION 1.4.19 SERVICE: "Service" means the whole number of the Employee's
completed years of employment with the Company, Subsidiary and/or Affiliate.
Completed years of employment will be computed based on the anniversaries of the
date the Employee was first employed by the Company, Subsidiary, and/or
Affiliate and ending on the Date of Discontinuance of Employment. However, if
the Employee incurred any break in service, the period of Service will be
computed as illustrated in the "Other Information" section of the MetLife
Options Plus Summary Plan Description Book.

      (a) In the event that severance pay was previously paid to an Employee by
      the Company, Subsidiary, or an Affiliate under this Plan or a similar plan
      of the Company, a Subsidiary or Affiliate, completed years of employment
      will be computed from the date the Employee was first reemployed by the
      Company, Subsidiary, or Affiliate after the cessation of employment for
      which prior severance pay was paid. For purposes of the break in service
      rules set forth in the MetLife Options Plus Summary Plan Description book,
      in no event shall any Service of an Employee that was rendered prior to
      the cessation of employment for which prior severance pay was paid be
      counted.

      (b) If the Employee is a regular full-time Employee with a period of
      employment with the Company, Subsidiary, or Affiliate as a part-time
      Employee, or a regular part-time Employee with a period of service as a
      regular full-time Employee, the Employee will be given credit for
      part-time Service in accordance with the Company's Continuous Service Date
      Policy.

SECTION 1.4.20 SEVERANCE PAY: "Severance Pay" means the Participant's Equivalent
Week's Salary multiplied by the sum of twenty-eight (28) plus the Participant's
Service, provided, however, that if the sum is greater than fifty-two (52), the
sum shall be deemed to be fifty-two

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(52), and provided further, however, that if the Participant is a Performance
Participant, the sum shall be further divided by two (2).

SECTION 1.4.20 SUBSIDIARY: "Subsidiary" means the following Affiliate(s) of the
Company:

      (a) Metropolitan Property and Casualty Insurance Company.

      (b) MetLife Securities, Inc.

      (c) MetLife Trust Company, N.A.

      (d) Edison Supply and Distribution, Inc.

                                ARTICLE 2 FUNDING

The Plan is an unfunded employee benefit plan established by the Company and the
benefit payable under the Plan to Employees shall be paid out of the general
assets of the Company or a Subsidiary that formerly employed the Employee.

                              ARTICLE 3 FIDUCIARIES

SECTION 3.1 NAMED FIDUCIARY: The Named Fiduciary of the Plan with authority to
control and manage the operation and administration of the Plan is the Company.

SECTION 3.2 PLAN ADMINISTRATOR: The Plan Administrator is the Company.

SECTION 3.3 DELEGATION OF RESPONSIBILITIES: The Company, as Named Fiduciary of
the Plan, hereby designates the Chief Executive Officer or his designate to
carry out all of the Company's fiduciary responsibilities under the Plan.

SECTION 3.4 POWERS OF THE PLAN ADMINISTRATOR: In carrying out the fiduciary
responsibilities delegated to it, the Plan Administrator shall have the power
to:

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      (a) Interpret and construe the provisions of the Plan, decide any disputes
      that may arise as to the rights of Employees to the benefit under the Plan
      and, in general, direct the administration of the Plan in accordance with
      its terms.

      (b) Adopt such rules and procedures as the Plan Administrator may deem
      necessary or appropriate in the exercise of its authority and discharge of
      its obligations under the Plan.

      (c) Delegate to one or more other persons such administrative obligations
      as it deems appropriate.

      (d) Do all other acts, take all other proceedings and exercise such other
      rights and privileges, though not specifically mentioned herein, as the
      Plan Administrator may deem necessary or appropriate to carry out the
      purposes of the Plan in compliance with applicable law.

SECTION 3.5 SERVICE OF LEGAL PROCESS: The Plan Administrator is designated the
Plan's agent for service of legal process.

                             ARTICLE 4 PLAN BENEFITS

SECTION 4.1 SEVERANCE PAY: The Company or Subsidiary may, in its sole and
absolute discretion, grant Severance Pay to a Participant as determined under
the terms of this Plan, provided that the Participant has entered into a
Separation Agreement. The Company or Subsidiary may, in its sole and absolute
discretion, grant Severance Pay in excess of or less than the amount reflected
in this Plan taking all pertinent facts and circumstances into consideration.
The Company or Subsidiary will determine, on a case-by-case basis, whether a
Participant is entitled to Severance Pay and the amount thereof.

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SECTION 4.2 PAYMENT OF SEVERANCE PAY: The Company or Subsidiary may, in its sole
and absolute discretion, offer a Participant an election of method between the
following methods of payment of Severance Pay, if any:

      (a) a single sum as soon as practicable following the legally effective
      date of the Separation Agreement; or

      (b) in installments of such amounts and over such period of time as
      determined by the Company or Subsidiary in its sole discretion, paid
      generally on the same dates and by similar means as the Company's or
      Subsidiary's payroll payments, commencing after the effective date of the
      Separation Agreement.

Such election shall be communicated in the form and at such time prescribed by
the Company and Subsidiary. Unless waived by the Company or Subidiary in its
sole and absolute discretion, a Participant's election shall be final and
irrevocable. If the Company or Subsidiary offers the Participant an election,
and the Participant fails to make an election by such method as is prescribed by
the Company or Subsidiary, the Severance Pay shall be paid in installments as
described above. If the time over which installment payments of Severance Pay
are to be made has expired prior to the effective date of the Separation
Agreement, and the Participant has elected to receive Severance Pay in
installments, the Company will pay the Severance Pay in a single installment. If
the Participant is immediately eligible to receive pension payments under the
terms of the retirement plan(s) of the Company or Subsidiary, and chooses to
begin receiving such pension payments immediately or shortly after the
Participant's Date of Discontinuance, the Participant will be deemed to have
chosen the lump sum payment method regardless of the Participant's actual
election. The Company or Subsidiary shall not be obligated to pay interest on
the delayed or installment payment of Severance Pay to the Participant.

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SECTION 4.3 OUTPLACEMENT ASSISTANCE: The Company or Subsidiary may, in its sole
and absolute discretion, grant Outplacement Assistance to a Participant,
provided that the Participant has granted a Separation Agreement. The Company or
Subsidiary may, in its sole and absolute discretion, grant Outplacement
Assistance in excess of or less than the amount reflected in this Plan taking
all pertinent facts and circumstances into consideration. The Company or
Subsidiary will determine, on a case-by-case basis, whether a Participant is
entitled to Outplacement Assistance and the nature and duration thereof.

SECTION 4.4 REHIRE: If a Participant is reemployed in a position with the
Company or an Affiliate comparable to the Participant's last position with the
Company or an Affiliate within one year of the Date of Discontinuance of
Employment, the Company or Affiliate may, in its sole and absolute discretion,
require the Participant to repay a prorated portion of the Severance Pay
received.

                         ARTICLE 5 OPERATION OF THE PLAN

SECTION 5.1 EFFECT OF SEVERANCE PAY ON OTHER BENEFIT DETERMINATIONS: Receipt by
the Participant of Notice Period Pay, Severance Pay, or Outplacement Assistance
shall have no effect on the determination of benefits under any Employee benefit
plan, except as provided in those respective plans. In no event will any
Participant be entitled to receive any pay or benefits under both this Plan and
any other severance plan maintained by the Company, Subsidiary, or Affiliate in
connection with the same Discontinuance of Employment.

SECTION 5.2 EFFECT OF DEATH PRIOR TO DATE OF DISCONTINUANCE OF EMPLOYMENT: If
death of a Participant occurs prior to the established Date of Discontinuance of
Employment, no benefits shall be payable under the Plan.

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SECTION 5.3 DEATH OF PARTICIPANT SUBSEQUENT TO DATE OF DISCONTINUANCE OF
EMPLOYMENT: If a Participant dies after Date of Discontinuance of Employment,
the balance of any Severance Pay due the Participant will be paid to the
Participant's estate as soon after the Participant's death as may be
practicable.

SECTION 5.4 EFFECT OF DISABILITY OR LEAVE OF ABSENCE PRIOR TO DISCONTINUANCE OF
EMPLOYMENT: If a Disability or leave of absence occurs prior to the established
Date of Discontinuance of Employment, and the office to which the Participant is
assigned is being closed, employment will be terminated and Severance Pay shall
be payable coincident with the closing of the office, without prejudice to
payment of disability. In all other cases, employment status and eligibility for
Severance Pay will be determined upon cessation of disability benefits or at the
end of the leave of absence.

SECTION 5.5 CLAIMS AND REVIEW PROCEDURE:

      (a) Claims Procedure. If any person believes he/she is being denied any
      rights or benefits under this Plan, such person may, in writing, request
      reconsideration from the Plan Administrator. If any such claim is wholly
      or partially denied, the Plan Administrator will notify such person of its
      decision in writing. Such notification will be written in a manner
      calculated to be understood by such person and will contain (i) specific
      reasons for the denial, (ii) specific reference to pertinent Plan
      provisions, (iii) a description of any additional material or information
      necessary for such person to perfect such claim and an explanation of why
      such material or information is necessary and (iv) information as to the
      steps to be taken if the person wishes to submit a request for review.
      Such notification will be given within 90 days after the claim is received
      by the Plan Administrator (or within 180 days, if special circumstances
      require an extension of time

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      for processing the claim, and if written notice of such extension and
      circumstances is given to such person within the initial 90 day period).

      (b) Review Procedure. Within 60 days after the date on which a person
      receives a written notice of a denied claim (or, if applicable, within 60
      days after the date on which such denial is considered to have occurred)
      such person (or a duly authorized representative) may (i) file a written
      request with the Plan Administrator for a review of the denied claim and
      of pertinent documents and (ii) submit written issues and comments to the
      Plan Administrator. The Plan Administrator will notify such person of its
      decision in writing. Such Notification will be written in a manner
      calculated to be understood by such person and will contain specific
      reasons for the decision as well as specific references to pertinent Plan
      provisions. The decision on review will be made within 60 days after the
      request for review is received by the Plan Administrator (or within 120
      days, if special circumstances require an extension of time for processing
      the request, such as an election by the Plan Administrator to hold a
      hearing, and if written notice of such extension and circumstances is
      given to such person within the initial 60 day period). If the decision on
      review is not made within such period, the claim will be considered
      denied.

                   ARTICLE 6 AMENDMENT AND TERMINATION OF PLAN

SECTION 6.1 AMENDMENT: The Company may amend or terminate this Plan or any
benefit or coverage thereunder at any time by means of a written instrument
executed by a person authorized by the Company, subject to the limitations of
this section. Except as hereinafter stated, the Chief Executive Officer of the
Company or his designate is authorized to amend this

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Plan by formal action. Any amendment or group of amendments adopted on the same
date, which would increase or decrease the annual cost of Plan benefits for
Participants by $10 million or more shall be adopted by formal action of the
Board of Directors of the Company.

SECTION 6.2 TERMINATION OF PLAN: The Company reserves the right to terminate the
Plan at any time. This Plan shall not automatically terminate on any date.

SECTION 6.3 LIMITATION ON AMENDMENT AND TERMINATION OF PLAN: If an eligible
Participant has granted a Separation Agreement, no Amendment or Termination of
this Plan by the Company shall diminish the Participant's rights obtained
pursuant to this Plan.

SECTION 6.4 CONSTRUCTION OF PLAN PROVISIONS: The Company and Subsidiaries shall
have full and complete sole and absolute discretion to interpret and construe
all Plan provisions, and such interpretation shall be final and binding on all
Employees.

IN WITNESS WHEREOF, the Company and each Subsidiary cause this MetLife Plan for
Transition Assistance to be executed on the date indicated below each signature.

METROPOLITAN LIFE INSURANCE COMPANY


By /s/ Lisa M. Weber
   __________________________
       Lisa M. Weber
       Senior Vice-President



  /s/ Susan Berger
_____________________________
Witness

Date  12/21/99

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METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY

By  /s/ Richard Berstein
___________________________________


/s/ Anne-Marie Guarini
___________________________________
Witness

Date:  1/3/00

METLIFE SECURITIES, INC.

By /s/ Barbara A. Hume
___________________________________


/s/ Mark A. Schuman
___________________________________
Witness

Date:  1/5/2000

METLIFE TRUST COMPANY, N.A.

By /s/ Tim Kenczewicz
___________________________________


___________________________________
Witness

Date:  1/07/2000

EDISON SUPPLY AND DISTRIBUTION, INC.



By /s/ Klaus Schubert
   ________________________________


___________________________________
Witness

Date:  12/21/99

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                              AMENDMENT NUMBER ONE

           TO THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS

The METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS (the "Plan") is hereby
amended as follows:

1. The Plan is hereby amended by adding the following article and section:

      "ARTICLE 7 CONTRACTUAL OBLIGATIONS

      Section 7.1 Contractual Obligations: Notwithstanding any other provision
      of this Plan, the Company or Subsidiary may, in its sole and absolute
      discretion, grant Severance Pay to any Employee in order to satisfy a
      contractual obligation, in whole or in part, of the Company or a
      Subsidiary. The Company or Subsidiary may deem any Employee to be a
      Participant for this purpose. The agreements creating such contractual
      obligations as the Company or a Subsidiary have chosen or may choose to
      satisfy by granting Severance Pay are listed in Appendix A."

2. This amendment shall become effective on January 1, 2000.

IN WITNESS WHEREOF, Metropolitan Life Insurance Company has caused this
amendment to be executed by an officer thereunto duly authorized on the date(s)
noted below the officer's signature.

METROPOLITAN LIFE INSURANCE COMPANY

By       /s/ Lisa M. Weber
   ____________________________
           Lisa M. Weber
      Executive Vice-President

Date: 2/24/00
      _____________________________


/s/ Susan Berger
___________________________________
Witness

<PAGE>

      APPENDIX A TO THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS
                               LIST OF AGREEMENTS

The Company or a Subsidiary may satisfy contractual obligations, in whole or in
part, under the following agreements pursuant to Article 7 of the Plan:

1.    Stock and Asset Purchase Agreement Dated as of July 12, 1999 Between St.
      Paul Fire and Marine Insurance Company, Metropolitan Property & Casualty
      Insurance Company.

                                       2
<PAGE>

                              AMENDMENT NUMBER TWO

           TO THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS

The METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS (the "Plan") is hereby
amended as follows:

l. The Plan is hereby amended by replacing subsection 1.4.09(c)(1) in its
entirety with the following:

            "(1) an officer of:

                  (a) the Company,

                  (b) Metropolitan Property and Casualty Insurance Company,

                  (c) MetLife Securities, Inc.,

                  (d) Edison Supply and Distribution, Inc., or

                  (e) MetLife Trust Company, N.A. holding the title of President
                  or Senior VicePresident, or"

2. This amendment shall be effective as of August 28, 2000.

IN WITNESS WHEREOF, Metropolitan Life Insurance Company and MetLife Trust
Company, N.A. have caused this amendment to be executed by an officer thereunto
duly authorized on the date(s) noted below the officer's signature.

METROPOLITAN LIFE INSURANCE COMPANY

By /s/ Lisa M. Weber
   ____________________________
       Lisa M. Weber
       Executive Vice President


Date:  August 29, 2000

   /s/ Traci Bigler
_______________________________
Witness

<PAGE>

METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY

By /s/ Richard W. Berstein
   ________________________________
Name:  Richard W. Berstein
Date:  November 10, 2000



   /s/ Anne-Marie Guarini
___________________________________
Witness Anne-Marie Guarini

METLIFE SECURITIES, INC.

By /s/ George Christ
   ________________________________
Name:  George Christ
       President
       MetLife Securities, Inc.

Date:  11/27/00



___________________________________
Witness



METLIFE TRUST COMPANY, N.A.

By /s/ James Capodanno
   ________________________________
Name:  James Capodanno
       Senior Vice President
       and Chief Operating
       Officer

Date:  December 18, 2000


___________________________________
Witness

<PAGE>

                             AMENDMENT NUMBER THREE

           TO THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS

The METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS (the "Plan") is hereby
amended as follows:

1. The Plan is hereby amended by replacing subsection 1.4.09(c) in its entirety
                              with the following:

            "(c) is any one or more of:

                  (1) an officer of the Company, Metropolitan Property and
                  Casualty Insurance Company, or Edison Supply and Distribution,
                  Inc.;

                  (2) an employee of MetLife Trust Company, N.A. holding the
                  title of President or Senior Vice-President;

                  (3) an employee of the Company or of Metropolitan Property and
                  Casualty Insurance Company holding the title of Assistant Vice
                  President;

                  (4) an employee of the Company in the Law Department of the
                  Company holding the title of Assistant General Counsel or
                  Associate General Counsel; or

                  (5) an employee of the Company or of the Subsidiary whom the
                  Company or Subsidiary has assigned a salary grade of 32, 33,
                  34, 35, 36, 37, 38, 39, 40, 41, 92, 132, 231, 232, 233, 234,
                  235, 236, 531, 532, 533, 534, 774, 775, 776, 777, 778, 779, or
                  780, or any successor salary grade

<PAGE>

                  thereto;"

2. This amendment shall be effective as of October 27, 2000. IN WITNESS WHEREOF,
Metropolitan Life Insurance Company and each Subsidiary has caused this
amendment to be executed by an officer thereunto duly authorized on the date(s)
noted below the officer's signature.

METROPOLITAN LIFE INSURANCE COMPANY

By /s/ Lisa M. Weber
   __________________________
        Lisa M. Weber
    Executive Vice President

Date:    11/7/00

___________________________________
Witness

METLIFE TRUST COMPANY, N.A.

By /s/ Tim Kenczewicz
   ____________________________
Name:    Tim Kenczewicz

Date:    9/1/00

/s/ Marjorie B. Demko
___________________________________
Witness

                                       2

<PAGE>

                              AMENDMENT NUMBER FOUR

            TO THE METLME PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS

The METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS (the "Plan") is hereby
amended as follows:

1. The Plan is hereby amended by adding the following Articles and Sections:

                       "ARTICLE 8 PARTICULAR OUTSOURCINGS

                                   (Reserved)

                        ARTICLE 9 PARTICULAR RELOCATIONS

Section 9.1 2001-2003 NEW YORK HOME OFFICE AND 200 PARK AVENUE RELOCATIONS:
Notwithstanding the terms of Sections 1.4.05, 1.4.08, 1.4.11, or 1.4.12, an
Employee shall be deemed a Job Elimination Participant:

(a) whose employment is discontinued because the Employee has either:

      (i)   declined an offer of job relocation to a new site of employment
            which was made as a result of the reallocation of work space in the
            Company's New York Home Office and/or 200 Park Avenue office in
            2001, 2002, or 2003; or

      (ii)  voluntarily discontinued employment, on or before the first
            anniversary of that job relocation, because of job relocation to a
            new site of employment which is made as a result of the reallocation
            of work space in the Company's New York Home Office and/or 200 Park
            Avenue office in 2001, 2002, or 2003; and

(b) regarding whom the difference (as determined by the Company in its
discretion) of (i) less

<PAGE>

(ii) below is thirty-five (35) miles or greater, where:

      (i)   is the traveling distance from the Employee's primary residence, on
            the date the offer is made, to the new site of employment of the job
            offered; and

      (ii)  is the traveling distance from the Employee's primary residence, on
            the date the offer is made, to the Employee's regular site of
            employment, as of the date the offer is made."

2. This amendment shall be effective as of May 25, 2001.

IN WITNESS WHEREOF, Metropolitan Life Insurance Company and MetLife Securities,
Inc. have each caused this amendment to be executed by an officer thereunto duly
authorized on the date(s) noted below the officer's signature.

METROPOLITAN LIFE INSURANCE COMPANY

By /s/ Lisa M. Weber
   __________________________
        Lisa M. Weber
    Executive Vice-President

Date:  5/31/01

/s/ Joanna May
___________________________________
Witness

METLIFE SECURITIES, INC.

By /s/ George Christ
   ____________________________
Name:  George Christ

Date:  6/5/01

/s/ L. Mateo
___________________________________
Witness

                                       2

<PAGE>

EDISON SUPPLY AND DISTRIBUTION, INC.

By /s/ Klaus Schubert
   ________________________________

Name:    Klaus Schubert

Date:    11/21/2000

/s/      Mark A. Schuman
___________________________________
Witness

                                       3

<PAGE>

                              AMENDMENT NUMBER FIVE

           TO THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS

The METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS (the "Plan") is hereby
amended as follows:

l.    The Plan is hereby amended by adding the following to subsection 1.4.20:
      "(e)MetLife Bank, National Association"

2.    The Plan is hereby amended by adding the following to subsection 1.4.09:
      "(h)is not an employee of MetLife Bank, National Association in its Grand
      Bank division."

3.    This amendment shall be effective as of June 1, 2001.

IN WITNESS WHEREOF, Metropolitan Life Insurance Company, each Subsidiary, and
MetLife Bank, National Association have each caused this amendment to be
executed by an officer thereunto duly authorized on the date(s) noted below the
officer's signature.

METROPOLITAN LIFE INSURANCE COMPANY

By /s/ Lisa M. Weber
   ________________________________

        Lisa M. Weber
        Executive Vice President

Date: 6/21/01

/s/ Joanna May
___________________________________
Witness

METLIFE SECURITIES, INC.

By /s/ George Christ
   _________________________________
Name:  George Christ

Date:  8/14/01


___________________________________
Witness

                                       5
<PAGE>

METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY

By /s/ Richard W. Berstein
  _________________________________
Name:  Richard W. Berstein

Date:  8/23/01


/s/ Anna-Marie Guarini
___________________________________
Witness

METLIFE TRUST COMPANY, N.A.

By /s/ James A Capodanno
   _________________________________

Name:  James A. Capodanno

Date:  August 10, 2001


/s/ Mark A. Schuman
___________________________________
Witness

EDISON SUPPLY AND DISTRIBUTION, INC.

By /s/ Raymond T. Cushmore
   ________________________________

Name:  Raymond T. Cushmore

Date:  8/10/01


Witness: /s/ Mark A. Schuman
         __________________________


METLIFE BANK, NATIONAL ASSOCIATION

By /s/ Shailendra Ghorpade
   ________________________________
Name:  Shailendra Ghorpade,
           Chief Executive Officer

Date:  8/2/01


/s/ James J. Kreig
___________________________________
Witness

                                       2

<PAGE>

                              AMENDMENT NUMBER SIX

           TO THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS

The METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS (the "Plan") is hereby
amended as follows:

1. The Plan is hereby amended by adding the following Article and Section:

                  "ARTICLE 10 PARTICULAR DIVESTITURES AND SALES

Section 10.1 2001 CONNING CORPORATION SALE: Notwithstanding the terms of
Sections 1.4.05, 1.4.08, 1.4.11, or 1.4.12 of the Plan, an Employee whose
employment with the Company or a Subsidiary is discontinued as a direct result
of the sale (the "Conning Sale") of the equity or assets of Conning Corporation
to Swiss Re or an affiliate of Swiss Re (collectively, "Swiss Re") shall:

      (a)   be deemed to be a Job Elimination Participant and, notwithstanding
            the terms of Section 10.1(b) and regardless of actually being
            granted Severance Pay, be deemed to be "eligible" for Severance Pay
            under the terms of this Plan;

      (b)   be granted Severance Pay in an amount determined by Section 10.l(c)
            and Outplacement Assistance as determined under Section 4.3 as a
            result of the discontinuation referenced in the first paragraph of
            this Section 10.1 if and only if:

            (i)   the Employee accepts a job offer from or continues employment
                  with Swiss Re upon or shortly after the Conning Sale, and is
                  involuntarily


<PAGE>

                  terminated by Swiss Re prior to the six (6) month anniversary
                  of the date the Conning Sale is effectuated or closed,
                  provided, however, that an Employee who has engaged in conduct
                  which would otherwise result in ineligibility under this Plan
                  shall not be granted any Severance Pay; or

            (ii)  the Employee was last employed by the Company in its Law
                  Department and declines to accept a job offer from or to
                  continue employment with Swiss Re upon or shortly after the
                  Conning Sale; and

      (c)   if to be granted Severance Pay under the terms of Section 10.1(b),
            be granted Severance Pay in an amount equal to the amount of
            Severance Pay the Employee would otherwise be granted as a Job
            Elimination Participant under the terms of the Plan."

2. This amendment shall be effective as of June 15, 2001.

IN WITNESS WHEREOF, Metropolitan Life Insurance Company has each caused this
amendment to be executed by an officer thereunto duly authorized on the date(s)
noted below the officer's signature.

METROPOLITAN LIFE INSURANCE COMPANY

By /s/ Lisa M. Weber
   --------------------------------
   Lisa M. Weber
   Executive Vice-President

Date:  6/21/01

/s/ Joanna May
----------------------------------
Witness

                                       2

<PAGE>

                             AMENDMENT NUMBER SEVEN

           TO THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS

The METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICER (the "Plan") is hereby
amended as follows:

1.    The Plan is hereby amended by renumbering the second Section 1.4.20 to be
      1.4.21,and adding the following to Section 1.4.21:

      "(f)MetLife Group, Inc."

3.    This amendment shall be effective as of January 1, 2003.

IN WITNESS WHEREOF, Metropolitan Life Insurance Company, each Subsidiary, and
MetLife Group, Inc.

METROPOLITAN LIFE INSURANCE COMPANY

By /s/ Lisa M. Weber
   _______________________________________
         Lisa M. Weber
         Senior Executive Vice-President
         And Chief Administrative Officer

Date:     11/25/02

__________________________________________
Witness

METLIFE GROUP, INC.

By /s/ Richard S. Collins
   _______________________________________
Name:  Richard S. Collins

Date: 1/2/2003


/s/ Mark A. Schuman
__________________________________________
Witness

METLIFE SECURITIES, INC.

By /s/ Richard J. Miller
   _______________________________________
Name: Richard J. Miller

Date:  2/25/03


Date:  2/25/03

/s/ Mark A. Schuman
__________________________________________
Witness

                                       2

<PAGE>

METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY

By /s/ Barbara Ridge
   ________________________________
Name:  Barbara Ridge

Date:  1/28/2003


/s/ Elsie Bouchard
___________________________________
Witness

EDISON SUPPLY AND DISTRIBUTION INC.

By /s/ John Chambers
   ________________________________
Name: John Chambers

Date:  3/4/03

___________________________________
Witness

METLIFE BANK, NATIONAL ASSOCIATION

By /s/ Donnalee A. DeMaio
   ________________________________
Name: Donnalee A. DeMaio

Date:  January 9, 2003


/s/ James J. Kreig
___________________________________
Witness

                                       3

<PAGE>

                            AMENDMENT NUMBER EIGHT TO

             THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS

The METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS (the "Plan") is hereby
amended as follows:

      1. The Plan is hereby amended by adding the following article, sections,
      and appendix:

                          ARTICLE 11. CHANGE OF CONTROL

      Section 11.1. Definitions: The terms defined below shall have the
      following meanings for purposes of this Plan.

            Section 11.1.01. A "Change of Control" shall be deemed to have
            occurred if:

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

                  (b) within any 24-month period, the persons who were directors
                  of MetLife, Inc. at the beginning of such period (the
                  "Incumbent Directors") shall cease to constitute at least a
                  majority of the Board of Directors of MetLife, Inc. (the
                  "Board") or the board of directors of any successor to
                  MetLife, Inc.; provided, however, that any director elected or
                  nominated for election to the Board of Directors of MetLife,
                  Inc. by a majority of the Incumbent Directors then still in
                  office shall be deemed to be an Incumbent Director for
                  purposes of this subsection 15(b);

                  (c) the stockholders of MetLife, Inc. approve a merger,
                  consolidation, share exchange, division, sale or other
                  disposition of all or substantially all of the assets of
                  MetLife, Inc. which is consummated (a "Corporate Event"), and
                  immediately following the consummation of which the
                  stockholders of MetLife, Inc. immediately prior to such
                  Corporate Event do not hold, directly or indirectly, a
                  majority of the Voting Power of (1) in the case of a merger or
                  consolidation, the surviving or resulting corporation, (2) in
                  the case of a share exchange, the acquiring corporation, or
                  (3) 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 MetLife,
                  Inc. immediately prior to such Corporate Event; or

                  (d) any other event occurs which the Board of Directors of
                  MetLife, Inc. declares to be a Change of Control.

            Section 11.1.02. For purposes of this Article, including the
            definition of Change of Control in Section 11.1.01:

<PAGE>

                  (a) "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 (i)
                  MetLife, Inc. or any Affiliate of MetLife, Inc., (ii) the
                  MetLife Policyholder Trust (and 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 (iii) any employee benefit plan (including an employee
                  stock ownership plan) sponsored by MetLife, Inc. or any
                  Affiliate of MetLife, Inc.

                  (b) "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.

                  (c) "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, MetLife, Inc. (which definition
                  shall apply for this purpose, rather than the definition in
                  Section 1.4.01 of the Plan).

            Section 11.1.03. "Change of Control Participant" shall mean any
            Employee who prior to the second anniversary of a Change of Control:

                  (a) is involuntarily terminated from employment for any reason
                  other than solely for Gross Cause; or

                  (b) suffers a Constructive Termination.

            Provided, however, that no employee who has entered into a written
            employment contract or Employment Continuation Agreement with
            MetLife, Inc., the Company, a Subsidiary, or an Affiliate effective
            at the time of the employee's termination of employment shall be a
            Change of Control Participant. For purposes of determining who is a
            Change of Control Participant, the Company or Subsidiary shall not
            conclusively determine the classification of Employee in its sole
            and absolute discretion.

            Section 11.1.04. "Constructive Termination" shall mean a voluntary
            termination of employment by an Employee within ten (10) business
            days after any of the following actions by the Company, Subsidiary,
            or person acting on behalf of either:

                  (a) requiring the Employee to be based as his/her regular or
                  customary place employment at any office or location more than
                  50 miles from the location at which the Employee performed his
                  duties immediately prior to the Change of Control, or in a
                  state other than the one in which the Employee performed his
                  duties immediately prior to the Change of

                                        2
<PAGE>


                  Control, in each case except for travel reasonably required in
                  the performance of the employee's responsibilities;

                  (b) reducing the Employee's base salary below the rate in
                  effect at the time of a Change of Control; or

                  (c) failing to pay the Employee's base salary, other wages, or
                  employment-related benefits as required by law.

            Failure by the Employee to voluntarily terminate employment within
            ten (10) business days of the occurrence of any event described in
            this definition shall not waive the Employee's right to voluntary
            terminate employment as a Constructive Discharge within ten (10)
            business days of any subsequent event described in this definition.

            Section 11.1.05. "Gross Cause" shall mean:

                  (a) the Employee's conviction or plea of nolo contendere to a
                  felony; or

                  (b) an act of dishonesty or gross misconduct on the Employee's
                  part which results or is intended to result in material damage
                  to the Company's or Subsidiary's business or reputation.

            Section 11.1.06. "Change of Control Separation Agreement" shall mean
            an agreement in the form of Appendix B to this Plan with the exact
            amount of Change of Control Severance Pay, as determined by the
            terms of this Plan, inserted where indicated. The Plan Administrator
            may, however, change the return address indicated in Appendix B.

            Section 11.1.07. "Change of Control Severance Pay" shall mean cash
            in at least the amount of Severance Pay as determined by Section
            1.4.20 for a Job Elimination Participant; provided, however, that
            the Company shall not have the power to exercise any discretion to
            pay any lesser amount. Solely for purposes of determining Change of
            Control Severance Pay:

                  (a) "Salary," as used for purposes of determining "Equivalent
                  Week's Salary," shall mean at least the Employee's base salary
                  immediately prior to the Change of Control, excluding
                  overtime, premium pay, incentive compensation, and bonus
                  payments paid to the Employee by the Company or Subsidiary for
                  services rendered, before any payroll deductions, including
                  taxes;

                  (b) "Service" shall be determined as provided by Section
                  1.4.19 of the Plan; provided however that the MetLife Options
                  Plus Summary Plan Description Book (or the applicable summary
                  plan description of the successor plan to MetLife Options,
                  should Metlife Options be replaced with a successor plan) in
                  force immediately prior to the Special Period and the
                  Company's Continuous Service Date Policy in force immediately
                  prior to the Change of Control shall be used for that purpose.

            Section 11.1.08. "Change of Control Outplacement Assistance" shall
            mean an outplacement assistance program of at least the duration,
            quality, and value as was

                                        3
<PAGE>

            routinely provided to those Participants who were provided with such
            a program prior to the Change of Control.

            Section 11.1.09. "Excise Tax" shall mean the tax imposed under
            Section 4999 of the United States Internal Revenue Code, as amended
            (or any similar tax that may hereafter be imposed).

      Section 11.2 Amendment and Termination of the Plan after a Change of
      Control. Notwithstanding any other provision of the Plan, this Plan shall
      neither be terminated, nor shall this Plan be amended, nor shall the
      Company or Subsidiary cease to be covered by this Plan, upon a Change of
      Control and until the second anniversary of that Change of Control.

      Section 11.3 Purpose of the Plan. Upon a Change of Control, and until the
      second anniversary of that Change of Control, the purpose of the Plan
      shall be deemed to be "A Plan to Provide for the Payment of Special
      Severance Pay and Other Benefits to Certain Employees Whose Employment
      Terminates."

      Section 11.4 Eligibility for Special Severance Pay and Special
      Outplacement Assistance After a Change of Control. Notwithstanding any
      other provision of the Plan, the Plan Administrator shall offer a Change
      of Control Agreement to each Change of Control Participant within ten (10)
      business days of the termination of a Change of Control Participant's
      employment (as determined by this Article), and shall have no discretion
      to decline to do so or to offer any amount of severance pay in the Change
      of Control Agreement lower than the Change of Control Severance Pay
      provided by the terms of this Plan. The Plan Administrator shall pay
      Change of Control Severance Pay and provide Special Outplacement
      Assistance to each Special Participant who executes a Change of Control
      Agreement that becomes final, according to the terms of the Change of
      Control Separation Agreement.

      Section 11.5 Excise Tax Avoidance. Notwithstanding any of the other terms
      of this Plan, in the event that any amount or benefit paid or distributed
      to a Change of Control Participant pursuant to this Plan or Change of
      Control Separation Agreement, taken together with any amounts or benefits
      otherwise paid or distributed to such Change of Control Participant by
      MetLife, Inc. or any Affiliate, would be an "excess parachute payment" as
      defined in Section 280G of the United States Internal Revenue Code, as
      amended, and would thereby subject the Change of Control Participant to
      the Excise Tax, and the Change of Control Participant is not a party to a
      Compensation Protection Agreement, then the amounts payable to the Change
      of Control Participant under this Plan and Change of Control Separation
      Agreement shall be reduced (but not below zero) to the maximum amount
      which may be paid without the Change of Control Participant becoming
      subject to the Excise Tax. If the Change of Control Participant receives
      reduced payments and benefits by reason of this Section 11.5 and it is
      established pursuant to a final determination of a court or an Internal
      Revenue Service proceeding that the Change of Control Participant could
      have received a greater amount without subjecting the Change of Control
      Participant to the Excise Tax, then the Change of Control Participant
      shall be paid the aggregate additional amount which could have been paid
      without subjecting the Change of Control Participant to the Excise Tax,

                                        4
<PAGE>

      together with interest on such amount at the applicable Federal rate (as
      defined in Section 1274(d) of the United States Internal Revenue Code, as
      amended) from the original payment due date to the date of actual payment
      (without the necessity of executing a new Change of Control Separation
      Agreement) promptly thereafter.

      Section 11.6 Eligibility for Other Benefits After a Change of Control. A
      Special Participant shall be considered a Participant under the Plan for
      any and all purposes under the Plan and other employee benefit plans of
      any Company or Subsidiary.

      Section 11.7 Restricted Powers of the Plan Administrator. Upon a Change of
      Control, and until the second anniversary of that Change of Control:

            (a) the Plan Administrator shall not have the power to interpret and
            construe the provisions of the Plan in its discretion, nor have any
            of its powers or rights under Section 6.4 of this Plan, nor have the
            power to decide any disputes that may arise as to the rights of
            Employees to the benefits under the Plan or other employee benefit
            plans to the extent those rights depend on rights under this Plan;

            (b) no provision of this Plan shall entitle the Plan Administrator
            to standard of legal review of any of its decisions or
            determinations other than a plenary, de novo standard, or be
            construed to suggest that such standard of review is appropriate

            (c) the Plan Administrator's decisions and determinations during a
            Special Period shall be subject to a plenary, de novo standard of
            legal review; and

            (d) the Plan Administrator shall not have the power to adopt any new
            rules and procedures, or modify or terminate such rules and
            procedures as were adopted and were in force immediately prior to a
            Special Period.

      Section 11.8 Change of Control Claims Review Procedure. With regard to
      claims submitted on account of a termination of employment on or after a
      Change of Control and prior to the second anniversary of that Change of
      Control:

            (a) the period for Plan Administrator notification of claim
            determination shall be ten (10) business days from receipt of the
            claim, rather than the period otherwise provided in Section 5.5(a);

            (b) the extended period for Plan Administrator notification of claim
            determination shall be thirty (30) days, rather than the period
            otherwise provided in Section 5.5(a);

            (c) the period for Plan Administrator notification of decision on
            review of a claim shall be ten (10) business days from receipt of
            the claim, rather than the period otherwise provided in Section
            5.5(b);

            (d) the extended period for Plan Administrator notification of
            decision on review of a claim shall be thirty (30) days, rather than
            the period otherwise provided in Section 5.5(b).

      Section 11.9 Limitation of Subsequent Amendments or Termination. Upon a
      Change of Control, no subsequent amendment or termination of this Plan
      shall diminish a Change of

                                        5
<PAGE>

      Control Participant's rights under this Plan. No amendment or termination
      of this Plan after a Change of Control shall amend or affect either this
      Section 11.9 or Section 6.3 of this Plan.

      Section 11.10 Recovery with Interest. Any Change of Control Participant
      who is a prevailing party in any suit to recover unpaid Change of Control
      Severance Pay under this Plan, to enforce the terms of this Plan, or for
      breach of a Change of Control Separation Agreement shall be entitled, as
      liquidated damages and not as a penalty, to pre-judgment and post-judgment
      interest compounded daily from the date of the breach of duty or other
      wrong and until payment is made in full, on any monies due as damages or
      otherwise a result of such breach of duty or wrong. The interest rate for
      such purpose shall be the prime rate (as determined by the rate or average
      rate published by the Wall Street Journal for the majority of major banks
      on the date of the breach or wrongful action or failure to act) plus two
      per cent (2.00%).

                                       6

<PAGE>

      2. This amendment shall become effective immediately upon its execution.

IN WITNESS WHEREOF, the Company and each Subsidiary have caused this amendment
to be executed by an officer thereunto duly authorized on the date(s) noted
below the officer's signature.

METROPOLITAN LIFE INSURANCE COMPANY

By /s/ Lisa M. Weber
   ________________________________
            Lisa M. Weber
    Senior Executive Vice-President
   and Chief Administrative Officer

Date:  8/8/03

___________________________________
Witness

METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY

By /s/ Barbara Ridge
   ________________________________

Name:  Barbara Ridge

Date:  9/10/2003

Elsie Bouchard
___________________________________
Witness


                                        7
<PAGE>
METLIFE SECURITIES, INC.

By /s/ Craig W. Markham
   ________________________________

Name:  Craig W. Markham

Date:  12/21/2003


/s/ Mary Tripp
___________________________________
Witness

METLIFE BANK, NATIONAL ASSOCIATION

By /s/ Donnalee A. DeMaio
   ________________________________

Name:  Donnalee A. DeMaio,
       Vice President and Chief
          Financial Officer

Date:  September 11, 2003


/s/ James J. Kreig
___________________________________
Witness


                                        8
<PAGE>

METLIFE GROUP, INC.

By /s/ Debra Capolarello
   ________________________________

Name: Debra Capolarello

Date: 8/21/03


/s/ R.L. Taylor
___________________________________
Witness

                                       9

<PAGE>

      APPENDIX B TO THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS
                SEPARATION AGREEMENT, WAIVER, AND GENERAL RELEASE

This Agreement sets forth the entire agreement and understanding which has been
reached relative to the cessation of your (___) employment with MetLife, Inc. or
an affiliate thereof, as the case may be (such employer, "MetLife"). It is fully
agreed and understood as follows:

      1. You agree that you release and discharge MetLife, its subsidiaries, and
its affiliates, including but not limited to MetLife, Inc. (collectively, "the
Company") from any and all claims, demands, actions, liability, damages, back
pay, attorneys' fees, or rights of any and every kind or nature which you have
against the Company arising out of or related to the discontinuance of your
employment by MetLife, including claims arising under the Age Discrimination in
Employment Act, as amended. You agree to waive your rights, if any, under
Section 1542 of the California Civil Code, which states "[a] general release
does not extend to claims which the creditor does not know or suspect to exist
in his favor at the time of executing the release, which if known by him[/her]
must have mutually affected his[/her] settlement with the debtor," and your
rights, if any, under the New Jersey Conscientious Employee Protection Act. This
Agreement does not affect any rights that you may have arising out of events
that occur after you have executed this Agreement.

      2. In consideration for the release set forth in Section 1 of this
Agreement, MetLife, Inc. agrees to (a) pay you the sum of $______ (the
"Severance Pay"), the equivalent of ______ weeks pay at your final base salary
rate (such number of weeks to constitute the "Severance Period"), in a lump sum
(unless MetLife offers you the option of receiving your Severance Pay in
installments and you choose to receive your Severance Pay in that manner); (b)
provide you with outplacement services as described more fully in an exhibit to
this Agreement. These payments and services are in additional to anything of
value to which you are already entitled.

      3. You have forty-five (45) days in which to review this Agreement and
fully consider its terms and the disclosure information that is attached as an
exhibit to this Agreement prior to signing it. You should consult with legal
counsel prior to signing this Agreement (if you live/work in West Virginia, you
may contact the state Bar Association, if you wish, at 1-800-642-3617). You may
accept this Agreement by fully executing it and returning it to MetLife, Inc. at
1 Madison Avenue, New York, NY 10010 attention: General Counsel by no later than
5:00 p.m. on the forty-fifth (45th) day after your receipt of it. After you have
executed this Agreement, you will have seven (7) days to revoke this Agreement
(except that if you are/were employed in Minnesota you will have fifteen (15)
days to revoke this Agreement), which you may do by indicating your desire to do
so in writing directed to MetLife, Inc. at the above address and attention.
MetLife, Inc. must receive any revocation no later than 5:00 p.m. on the seventh
(7th) day following the date on which you executed this Agreement (except that
if you are/were employed in Minnesota, MetLife, Inc. must receive your
revocation by 5:00 PM on the fifteenth (15th) day following the date you
executed this Agreement or you must have your revocation postmarked and sent by
certified mail return receipt requested by the fifteenth (15th) day following
the date you executed this Agreement). This Agreement will become effective on
the

<PAGE>

eighth (8th) day following your execution of this Agreement (except that if you
are/were employed in Minnesota, this Agreement will become effective on the
sixteenth (16th) date following your execution of this Agreement) (the
"Effective Date"), provided you have not revoked it.

      4. This Agreement may not be changed except in a writing that specifically
references this Agreement and that is signed by you and an officer of MetLife.
Any written stock option agreement into which you may have entered during your
employment with MetLife remains in full force and effect.

I accept this Agreement:

___________________________________
Signature

___________________________________
Name

___________________________________
Date

                                       2

<PAGE>

                            AMENDMENT NUMBER NINE TO
             THE METLIFE PLAN FOR TRANSITION ASSISTANCE FOR OFFICERS

The MetLife Plan for Transition Assistance for Officers (the "Plan") is hereby
amended as follows:

1. The Plan is amended by restating in its entirety the following Section:

            SECTION 1.4.03 DATE OF DISCONTINUANCE OF EMPLOYMENT: "Date of
            Discontinuance of Employment" means the date set by the Company or
            Subsidiary as the date the Employee separates from the service of
            the Company or Subsidiary. The Company or Subsidiary reserves the
            right to alter the Date of Discontinuance of Employment at its sole
            and absolute discretion for any reason it deems appropriate.

2. The Plan is amended by restating in its entirety the following Section:

            SECTION 5.4 EFFECT OF DISABILITY OR LEAVE OF ABSENCE PRIOR TO
            DISCONTINUANCE OF EMPLOYMENT: The Company or any Subsidiary may
            determine any Participant's Date of Discontinuance of Employment
            without regard to the Participant's Disability. The Company may, but
            is not required to, offer a Participant a leave of absence prior to
            the Participant's Date of Discontinuance. Nothing in this Section
            shall be construed to limit the right of the Company or any
            Subsidiary to determine in its discretion the terms and conditions
            of employment.

3. This amendment will be effective April 1, 2004.

IN WITNESS WHEREOF, the Company has caused this amendment to be executed by an
officer thereunto duly authorized on the date(s) noted below the officer's
signature.

METROPOLITAN LIFE INSURANCE COMPANY

By /s/ James N. Heston
   ________________________________
       James N. Heston
       Senior Vice President
       Human Resources

Date:  September 20, 2004


/s/ Teresa Porochnia
___________________________________
Witness