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                                                                    EXHIBIT 10.2

             METROPOLITAN LIFE AUXILIARY SAVINGS AND INVESTMENT PLAN

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             METROPOLITAN LIFE AUXILIARY SAVINGS AND INVESTMENT PLAN

      Metropolitan Life Insurance Company, with respect to its own employees,
and Metropolitan Property and Casualty Insurance Company, MetLife Credit Corp.,
MetLife Funding, Inc., MetLife Group, Inc., MetLife Securities, Inc., MetLife
Bank, National Association and Texas Life Insurance Company, for whom all
obligations under this Plan for their respective employees are assumed by
Metropolitan Life Insurance Company, hereby amend and restate this Plan
effective January 1, 2004.

Article 1 - Purpose of Plan

      The purpose of this Plan is to provide Company Contributions on behalf of
employees and their beneficiaries whose Company matching contributions under the
Savings and Investment Plan are reduced or eliminated solely because of Sections
415(c) and/or 401(a)(17) of the Internal Revenue Code of 1986, as amended
("Code").

Article 2 - Definitions

2.1 "Beneficiary" means one or more persons designated by a Participant or
otherwise determined under Section 4.5 to receive that portion of the
Participant's vested account balance which has not been distributed as a result
of his or her death.

2.2 "Company" means Metropolitan Life Insurance Company, Metropolitan Property
and Casualty Insurance Company, MetLife Credit Corp., MetLife Funding, Inc.,
MetLife Group, Inc., MetLife Securities, Inc., MetLife Bank, National
Association and Texas Life Insurance Company.

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2.3 "Participant" means any employee of the Company eligible to participate in
the Savings and Investment Plan who is enrolled to contribute 401(k) and/or
after-tax contributions to the Savings and Investment Plan during the Plan Year
equal to at least 3% of his or her compensation (as defined in the Savings and
Investment Plan) and who satisfies the requirements of Article 3.

2.4 "Plan" means the Metropolitan Life Auxiliary Savings and Investment Plan.

2.5 "Plan Administrator" means Metropolitan Life Insurance Company.

2.6 "Plan Year" means the calendar year.

2.7 "Savings and Investment Plan" means the Savings and Investment Plan for
Employees of Metropolitan Life and Participating Affiliates, a plan that is
intended to satisfy the requirements of Sections 401(a) and (k) of the Code.

2.8 "Termination of Employment" means the voluntary or involuntary severance of
the employment relationship between the Participant and the Company or any
illness or injury for which the Participant, who has one or more years of
continuous service, is receiving disability benefits (including short-term and
long-term disability) from the Company's disability plans for a continuous
period of 24 months.

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Article 3 - Participation

      Each participant in the Savings and Investment Plan whose compensation
exceeds the limitation of Section 401(a)(17) of the Code and whose Company
matching contributions under the Savings and Investment Plan are reduced or
eliminated because of the application of (i) section 415(c) of the Code and/or
(ii) section 401(a)(17) of the Code shall be a Participant under this Plan.

Article 4 - Vesting and Payment of Benefits

4.1 Company Contributions.

      (a) In General. Except as provided in subsection (b), for each Plan Year,
the Company shall contribute to this Plan, on behalf of each Participant, the
amount of Company matching contributions that would have been made to the
Savings and Investment Plan had the limitations of Sections 401(a)(17) and/or
415(c) of the Code not applied to the Participant's account under the Savings
and Investment Plan.

      (b) Suspension for Savings and Investment Plan Withdrawals.
Notwithstanding subsection (a), no Company Contributions shall be made for the
six-month period beginning on the first day of the second month following the
date that the Participant receives (1) a hardship withdrawal of his or her
401(k) contributions under the provisions of the Savings and Investment Plan or
(2) a withdrawal of Company Contributions under the provisions of the Savings
and Investment Plan.

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4.2. Vesting of Company Contributions. Company Contributions under this Plan
shall vest in accordance with the vesting schedule applicable to Company
matching contributions under the Savings and Investment Plan.

4.3 Elections and Tracking of Investment Performance. Subject to the Plan
Administrator's consent, a Participant may make an election with respect to the
investment allocation of future Company contributions as well as existing
balances. Such allocation shall be pegged to the performance of one or more of
the Core Funds under the Savings and Investment Plan (other than the NEF Frozen
Accumulation Account). No investment allocation election shall represent an
actual investment in any such fund, but shall merely reflect the performance of
such fund. Thus, the Participant's account balance under this Plan shall be
adjusted for income, gains and losses in the same manner as if such Participant
had directed the investment of his or her account balance among one or more of
the aforementioned funds under the Savings and Investment Plan. The
Participant's ability to change the investment allocation of future
contributions and existing balances shall be subject to the same rules and
restrictions as apply under the Savings and Investment Plan; however, no
Participant shall have the right to: (i) exercise voting, tender or exchange
rights with respect to amounts treated as if they were invested in the MetLife
Company Stock Fund or (ii) receive any distribution from the Plan in a form
other than cash. If a Participant fails to specify the investment allocation of
contributions to this Plan, then earnings, gains and/or losses on such
contributions shall be determined using the returns from the Fixed Income Fund
until changed by the Participant, Beneficiary or alternate payee.
Notwithstanding

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the foregoing, it will be within the discretion of the Plan Administrator
whether contributions are actually invested according to each Participant's
stated preferences.

4.4. Participant's Election of Time and Form of Benefit Distribution.

      (a) In General. Except as otherwise provided in this Section, a
Participant may elect, subject to the consent of the Plan Administrator, the
form in which to receive distribution of his or her benefits and the time when
distribution of such benefits will commence. Subject to the approval of the Plan
Administrator, the Participant may elect to receive a distribution of his or her
benefits under this Plan in the form of a single sum, installments payable over
a specified number of years or in any other form. Benefits shall commence no
earlier than the date on which the Participant has a Termination of Employment
(subject to the date on which the Participant made the election, as further
described in this subsection). The Participant may elect that the commencement
of benefits be deferred for a period that is approved by the Plan Administrator.
Such election shall be made as prescribed by the Plan Administrator and shall
require the Participant to designate the mode of payment requested and the
deferral period after which benefits will commence to be paid. Such election
shall be made no later than the date on which a Participant has a Termination of
Employment. Such election may be changed any number of times prior to the
Participant's Termination of Employment and each election shall invalidate all
preceding elections. If the Participant fails to make an election or the
Participant's election is ineffective for any reason, the Participant will be
deemed to have elected to receive his or her vested account balance in the form
of a single sum, payable as soon as administratively practicable following the
date on which such Participant has a Termination of Employment.

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Benefits shall become payable after the deferral period elected by the
Participant which deferral period shall not end earlier than the later of (i)
twelve (12) months subsequent to the date on which the Participant makes the
election with the Plan Administrator; and (ii) the date on which the Participant
has a Termination of Employment.

      (b) Cash-out of a Participant's Account Balance. If, as of the date of
such Participant's Termination of Employment or such other date which is
established by the Plan Administrator and communicated to the affected
Participants, such Participant's vested account balance does not exceed $20,000,
such Participant's vested account balance will be distributed in a single sum as
soon as administratively practicable following his or her death or Termination
of Employment, notwithstanding any election that such Participant may have made
under subsection (a) regarding the form and time of commencing benefit
distribution of his or her vested account balance.

      (c) No In-Service Withdrawals or Loans. Notwithstanding any provision in
this Plan to the contrary, no benefits under this Plan will be eligible for any
in-service withdrawal by a Participant or any loans to a Participant.

      (d) Distributions after Participant's Death. In the event of the
Participant's death, regardless of whether benefits had commenced prior to the
date of the Participant's death and regardless of any previous election, except
that in the case where the Participant had elected an annuity form of
distribution and the Participant's account balance under this Plan was
annuitized prior to the Participant's death, then a single sum shall be paid to
the Participants's Beneficiary (determined in accordance with Section 4.5) as
soon as administratively practicable following the date on which the Plan
Administrator is duly notified of the Participant's death.

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4.5 Beneficiary. Except as provided below, 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, such designation shall supersede the Participant's beneficiary
designation under the Savings and Investment Plan and 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.

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4.6 No Duplication of Benefits. Notwithstanding any provision in this Plan 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.

4.7 Transfer of Auxiliary Pension Plan Benefit into this Plan. In the event that
a Participant of the Metropolitan Life Retirement Plan for United States
Employees ("Retirement Plan") directs his or her accrued Personal Retirement
Account ("PRA") benefit under the Retirement Plan or his or her pension lump sum
(as determined under the GenAmerica Performance Pension Plan formula of the
Retirement Plan) under the Retirement Plan to be transferred to the Savings and
Investment Plan and the Participant has a vested account balance under this Plan
which exceeds $20,000, then such Participant's accrued PRA benefit and/or
pension lump sum benefit under the MetLife Auxiliary Pension Plan will be
transferred to this Plan and will be payable in accordance with the terms of
this Plan.

Article 5 - 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 assets of the Savings and Investment Plan. 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.

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Article 6 - 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 7 - 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 8 - Administration of the Plan

8.1. Plan Administrator's Interpretation Binding

      The Plan Administrator is empowered to take all actions it deems
appropriate in administering this Plan. In the event of a difference of opinion
between a Participant and the Plan Administrator with respect to the meaning or
application of the provisions of the Plan, the Plan Administrator's final
interpretation shall be set forth in writing to the Participant and shall be
binding and conclusive. However, once a Change of Control (as defined in Article
11) has occurred, this Article 8 shall no longer apply to differences of opinion
between the Plan Administrator and a Participant regarding the application of
Article 11 of this Plan to a

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Participant or with regard to any rights or benefits protected under Article 11
of this Plan or otherwise accrued prior to the Change of Control including the
vesting thereof.

8.2. Claims and Review Procedure.

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

Article 9 - 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 10 - Amendment and Termination of Plan

      10.1 Amendment or Termination of the Plan. Except to the extent required
by law, the Plan Administrator may amend or terminate this Plan at any time
without the consent of any

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Participant or of any other person. However, any such amendment or termination
will not affect adversely the benefit entitlements of:

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

     (b)  any employee who is a Participant in the Savings and Investment Plan
          to the extent of the account balance under this Plan prior to the time
          of such amendment or termination. However, amendments may be made to
          all other aspects of this Plan including, but not limited to:

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

            (ii)  amendments impacting the optional forms of distribution
                  available for payment of the Participant's entire account.

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

      10.2 Effect of Change of Control. Notwithstanding the provisions of
Section 10.1 above, or any other provision of this Plan, on or after a Change of
Control (as defined in Article 11),

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      (a)   amendments can no longer be made to or have any impact upon Article
            8, Section 10.2 of Article 10 or Article 11 of this Plan; and

      (b)   Participants who:

            (i) accrued rights or benefits under this Plan prior to a Change of
      Control (as defined in Article 11), and,

            (ii) whose rights or benefits are not vested at the time of the
      Change of Control cannot have the vesting schedule under Section 4.2,
      applicable on the day prior to the Change of Control, amended with regard
      to such rights or benefits, and cannot forfeit, or be deprived of, their
      right to vest in these accrued benefits due to any amendment or
      termination of this Plan.

Article 11. Change of Control

11.1. Definitions.

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

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

            (ii) within any 24-month period, the persons who were directors of
      the Corporation at the beginning of such period (the "Incumbent
      Directors") shall cease to constitute at least a majority of the Board of
      Directors of the Corporation (the "Board")

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      or the board of directors of any successor to the Corporation; provided,
      however, that any director elected or nominated for election to the Board
      by a majority of the Incumbent Directors then still in office shall be
      deemed to be an Incumbent Director for purposes of this Section
      11.1(a)(ii);

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

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

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

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

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otherwise be described herein solely by reason of having the power to control
the voting of the shares held by that trust), or (C) any employee benefit plan
(including an employee stock ownership plan) sponsored by the Corporation,
Company or any Affiliate.

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

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

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

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

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

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

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

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

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

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

11.2. Vesting and Other Rights on and After a Change of Control Subject to
Conditions In the event that:

      (a) there is a Change of Control as defined in Section 11.1(a) of this
Article, and,

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

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

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

then the Participant's benefits and rights accrued as of the Change of Control
under the Savings and Investment Plan and this Plan will vest immediately under
this Plan, notwithstanding any

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other provision of the Savings and Investment Plan or this Plan, or any
amendment or termination of this Plan taking place on or after a Change of
Control.

      These account balances will be paid under this Plan according to the
ordinary distribution rules of this Plan. The ordinary distribution rules of
this Plan are described in Article 4 as it existed immediately prior to the
Change of Control.

      IN WITNESS WHEREOF, the Company has caused this restated Plan to be
executed in its name and behalf this 3rd day of August, 2004, by its officer
thereunto duly authorized.

                                             METROPOLITAN LIFE INSURANCE COMPANY

   /s/ Robert W. Lynn, Jr.                          /s/ Graham S. Cox
----------------------------                 -----------------------------------
    Robert W. Lynn, Jr.                                 Graham S. Cox
          Witness                                       Vice President

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