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                                                                 EXHIBIT 10.53

                         METLIFE AUXILIARY PENSION PLAN

Metropolitan Life Insurance Company ("the Company") hereby amends and
consolidates the following plans (also termed "predecessor plans"):

1.       The New Metropolitan Life Auxiliary Retirement Benefits Plan,

2.       The New Metropolitan Life Supplemental Auxiliary Retirement Benefits
         Plan,

3.       The Metropolitan Life Supplemental Retirement Benefits Plan,

4.       The New England Life Insurance Company Select Employee's Supplemental
         Retirement Plan,

5.       The New England Life Insurance Company Supplemental Retirement Plan,
         and

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

into this successor plan entitled, the MetLife Auxiliary Pension Plan ("the
Plan") effective January 1, 2003.

Article 1.  Purpose of Plan.

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

Article 2.  Participation

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

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

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

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

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

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

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

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

(c)      is listed in Appendix A, or,

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

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

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

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

(a)           (i)  who participated and accrued benefits in the New England
                   Life Insurance Company's non-qualified Plans, (named in the
                   first paragraph of this Plan), and,

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

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

(b)           (i)  who participated and accrued benefits in the GenAmerica
                   Corporation Augmented Benefit Plan, and,

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

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shall be eligible, on January 1, 2003, to participate in this Plan, except
Section 4.2 of Article 4 and Article 4A. These individuals shall have their
entire auxiliary defined benefit (including amounts previously accrued under the
Augmented Benefit Plan) paid under this Plan, in accordance with the terms of
this Plan. These individuals shall be eligible to participate in Section 4.2 of
Article 4 and Article 4A of this Plan if they independently qualify as a
Participant under Section 2.2 of this Article after December 31, 2002.

Article 3.  Vesting

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

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

Article 4.  Payment of Benefits

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

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

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

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

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

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

(b)      The component of the Participant's final average compensation
         representing the Annual Variable Incentive Compensation Plan or
         successor annual cash bonus plan or

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   program ("AVIP") award will be determined using the average of the
   Participant's highest 5 AVIP payments, (not necessarily consecutive) with
   respect to, the 10 calendar years preceding such Participant's date of
   retirement or termination, (including any projected payment(s) to be made
   beyond the Participant's date of retirement or termination).

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

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

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

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

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

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

4.3. Benefits payable under this Plan shall be payable in the same form(s) and
at the same times as benefits are payable under the Retirement Plan.

However, as indicated in Article 4A below, employees who qualify as Participants
in the Plan under Section 2.2 may choose to have their benefits under this Plan
paid out in the form of an Alternative Distribution. A payout option will be
considered an Alternative Distribution only to the extent that the distribution
option listed in Article 4A is not available as an optional form of benefit
under the Retirement Plan.

If a Participant directs his or her accrued Personal Retirement Account ("PRA")
benefit under the Retirement Plan to be transferred to the Savings and
Investment Plan, then the Participant's accrued PRA benefit under this Plan will
be transferred to the Auxiliary

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Savings and Investment Plan and will be payable in accordance with the terms of
the Auxiliary Savings and Investment Plan. The transfer discussed in the
preceding sentence is not available for a Participant's traditional formula
benefit under the Retirement Plan.

Individuals who:

-    had accrued benefits under the New England Life Insurance Company's
     non-qualified Plans listed in the first paragraph of this Plan,

-    terminated employment on or before December 31, 2000, and,

-    did not become employees of the Company or a Subsidiary upon that
     termination of employment,

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

Individuals who:

-    had accrued benefits under the GenAmerica Corporation Augmented Benefit
     Plan,

-    terminated employment on or before December 31, 2002, and,

-    did not become employees of the Company or a Subsidiary upon that
     termination of employment,

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

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

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

Article 4A. Alternative Distribution

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

4A.1 Definitions

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

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

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

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              remainder of the period chosen by the Participant to a beneficiary
              designated by the Participant.

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

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

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

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

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

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

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

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

4A.3. Election of Alternative Distribution.

A form requesting that auxiliary retirement benefits under this Plan shall be
paid in the form of an Alternative Distribution must be submitted by the
Participant to the Committee no later than the day before the Participant's
retirement date. For Participants who are separating from service with the
Company or a Subsidiary before they are Retirement Eligible, the form requesting
an Alternative Distribution must be submitted by the Participant to the
Committee no later than 12 months before the Distribution Date indicated on the
election form. All requests must be in writing, signed by the Participant, and
follow the format prescribed by the Committee. On the request form the

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Participant must also designate (i) the mode of payment requested and (ii) the
Participant's retirement or Distribution Date. A request form shall be deemed
submitted by the Participant to the Committee on the day that such form is
received by the Committee. Prior to the Participant's retirement date, the
request form can be revoked by the Participant. Any revocation must be in
writing and comply with the procedures of the Committee. A request form
submitted by the Participant shall become irrevocable and binding as to all
elections and designations made by the Participant as of the retirement date. In
the event that a Participant's request form is not filed before his/her
retirement date, the Participant's Plan benefits will be paid in the same form
as the benefits paid to the Participant under the Retirement Plan. For
Participants who separate from service before they are Retirement Eligible, the
request form shall become irrevocable and binding, as to all elections and
designations, 12 months before the Distribution Date.

4A.4. Consent of the Committee.

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

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

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

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

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

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

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

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

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

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

(c) A Participant under Section 2.2 who accrued benefits in this Plan, under the
    PRA formula, before death, shall have the full present value of his/her
    undistributed PRA account balance in this Plan paid to his/her designated
    beneficiary. This pre-retirement death benefit will be payable in the form
    designated by the Participant and approved by the Committee.

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

4A.6. Valuation of Alternative Benefit.

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

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

4A.7. Payment on Distribution Date.

Payment of a Single Sum Distribution shall be made on the Distribution Date.
Payment of a mode of payment other than a Single Sum shall commence on the
Distribution Date. If the Participant's mode of payment selected is other than a
Single Sum, the Participant shall notify the Committee in writing as to the term
of years and contingent beneficiary within a reasonable time before the
Participant's retirement date.

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4A.8.  Power of Committee.

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

Article 5.  Unfunded Plan.

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

Article 6.  Non-transferability of Participant's Interest

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

Article 7.  Effect of Taxes

With regard to benefits under this Plan, all necessary employment taxes,
federal, state, and local income taxes and other taxes will be withheld. All tax
liabilities arising out of benefits under this Plan are the sole obligation of
the Plan Participant(s) or their beneficiaries.

Article 8.  Change of Control

8.1. Definitions.

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

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

         (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") or the board of directors of any successor to the

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                  Corporation; provided, however, that any director elected or
                  nominated for election to the Board by a majority of the
                  Incumbent Directors then still in office shall be deemed to be
                  an Incumbent Director for purposes of this Section 8.1(a)(ii);

         (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 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,

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         (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 Change of Control;

         (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;

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

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

In the event that:

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

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

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

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

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

These accrued benefits will be paid under this Plan according to the ordinary
distribution rules of this Plan. The ordinary distribution rules of this Plan
are described in Article 4 and where applicable, Article 4A as they existed
immediately prior to the Change of Control. If this Section 8.2 is triggered, a
Participant under Section 2.2 does not have to

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obtain Committee approval for an Alternate Distribution in the form of a Single
Sum or Installment Payments for a Specific Period.

Article 9.  Interpretation of the Plan

The Committee is empowered to take all actions it deems appropriate in
administering this Plan. The Committee will develop, and distribute on request
by a Plan Participant, claim procedures for obtaining benefits under this plan.
These procedures will comply with applicable ERISA regulations.

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

Article 10.  Governing Law

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

Article 11.  Amendment and Termination of Plan

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

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

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

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

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

Notwithstanding the above, any amendment or group of amendments made effective
on the same date, which would increase or decrease the annual cost of Plan
benefits for active Plan Participants and former Plan Participants by ten
million dollars or more in

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the aggregate, as determined in good faith by the Committee, shall take effect
only after the action is authorized or ratified by the Board of Directors of
Metropolitan Life Insurance Company.

11.2.

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

(b) Participants who:

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

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

cannot have the vesting schedule, applicable on the day prior to the Change of
Control, amended with regard to such rights or benefits, and cannot forfeit, or
be deprived of, their right to vest in these accrued benefits due to any
amendment or termination of this Plan.

                                  METROPOLITAN LIFE INSURANCE COMPANY

Date

                           By

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                                   Appendix A.

             List of Additional Individuals Covered Under This Plan.

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

Anthony E. Amodeo

Oliver N. Greeves

Sibyl C. Jacobson

William D. Kerrigan

Alan E. Lazarescu

Felix Schirripa

Anthony F. Trani

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