2000 Stock Incentive Plan - MetLife Inc.


                                  METLIFE, INC.
                            2000 STOCK INCENTIVE PLAN


                                   ARTICLE I.
                                     PURPOSE

             The purpose of the 'METLIFE, INC. 2000 STOCK INCENTIVE PLAN' as it
may be amended from time to time (the 'Plan') is to foster and promote the
long-term financial success of the Company and materially increase shareholder
value by (a) motivating superior performance by means of performance-related
incentives, (b) encouraging and providing for the acquisition of an ownership
interest in the Company by the Company's and its Subsidiaries' employees and
Agents, and (c) enabling the Company to attract and retain the services of an
outstanding management team upon whose judgment, interest, and special effort
the successful conduct of its operations is largely dependent.


                                   ARTICLE II.
                                   DEFINITIONS

             2.1 Definitions. Whenever used herein, the following terms shall
have the respective meanings set forth below:

             (a) 'Act' means the Securities Exchange Act of 1934, as amended.

             (b) 'Agent' means an 'insurance agent' as defined in Section 2101of
       the New York Insurance Law.

             (c) 'Approved Retirement' means termination of a Participant's
       employment (i) on or after the normal retirement date or (ii) with the
       Committee's approval, on or after any early retirement date established
       under any retirement plan maintained by the Company or a Subsidiary and
       in which the Participant participates; provided that in each case, the
       Committee may require, as a condition to a Participant's retirement being
       an 'Approved Retirement' for purpose of the Plan, that the Participant
       enter into a general release of claims, non-solicitation and/or
       non-competition agreement in form and substance satisfactory to the
       Company.






             (d) 'Board' means the Board of Directors of the Company.

             (e) 'Cause' means (i) the willful failure by the Participant to
       perform substantially his duties as an Employee of the Company (other
       than due to physical or mental illness) after reasonable notice to the
       Participant of such failure, (ii) the Participant's engaging in serious
       misconduct that is injurious to the Company or any Subsidiary in any way,
       including, but not limited to, by way of damage to their respective
       reputations or standings in their respective industries, (iii) the
       Participant's having been convicted of, or having entered a plea of nolo
       contendere to, a crime that constitutes a felony or (iv) the breach by
       the Participant of any written covenant or agreement with the Company or
       any Subsidiary not to disclose or misuse any information pertaining to,
       or misuse any property of, the Company or any Subsidiary or not to
       compete or interfere with the Company or any Subsidiary.

             (f) 'Change of Control' shall be deemed to have occurred if:

                   (i) any person (within the meaning of Section 3(a)(9) of the
             Act), including any group (within the meaning of Rule 13d-5(b)
             under the Act), but excluding 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 such Trust) and any employee benefit plan (or related trust)
             sponsored or maintained by the Company or any Subsidiary thereof,
             acquires 'beneficial ownership' (within the meaning of Rule 13d-3
             under the Act), directly or indirectly, of securities of the
             Company representing 25% or more of the combined Voting Power (as
             defined below) of the Company's securities; or

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

                    (iii) upon the consummation of a merger, consolidation,
             share exchange, division, sale or other disposition of all or
             substantially all of the assets of the Company which has been
             approved by the shareholders of the Company (a 'Corporate
             Event'), and immediately following the consummation of which the
             stockholders of the Company immediately prior to such Corporate
             Event do not hold, directly or indirectly, a majority of the
             Voting Power of (x) in the case of a merger or consolidation,
             the surviving or resulting corporation, (y) in 

                                       2

             the case of a share exchange, the acquiring corporation or (z) 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 Company immediately prior to
             such Corporate Event; or

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

       Notwithstanding the foregoing, a Change of Control shall not be deemed to
       have occurred merely as a result of (i) the conversion of the Company
       from a mutual life insurance company to a stock company whose
       shareholders are either (x) primarily persons who were policyholders of
       the Company immediately prior to such transaction and/or a trust holding
       the shares of the Company for the benefit of such policyholders or (y)
       another corporation the shares of which are held primarily by the persons
       and/or trust described in subclause (x); (ii) the Company becoming a
       direct or indirect subsidiary of a mutual holding company whose members
       are primarily persons who were policyholders of the Company immediately
       prior to such transaction, (iii) an underwritten offering of the equity
       securities of the Company (including, without limitation, any offering of
       any class of convertible preferred securities) effected in connection
       with the Demutualization or (iv) any other transaction that would
       constitute an 'Other Capital Raising Transaction' within the meaning of
       the plan of reorganization adopted by Metropolitan Life Insurance Company
       in connection with the Demutualization.

             (g) 'Change of Control Price' means the highest price per share of
       Common Stock offered in conjunction with any transaction resulting in a
       Change of Control (as determined in good faith by the Committee if any
       part of the offered price is payable other than in cash) or, in the case
       of a Change of Control occurring solely by reason of a change in the
       composition of the Board, the highest Fair Market Value of the Common
       Stock on any of the 30 trading days immediately preceding the date on
       which a Change of Control occurs.

             (h) 'Code' means the Internal Revenue Code of 1986, as amended.

              (i) 'Committee' means the Compensation Committee of the Board or
       such other committee of the Board as the Board shall designate from time
       to time, which committee shall consist of two or more members, each of
       whom shall be a 'Non-Employee Director' within the meaning of Rule 16b-3
       (or any successor rule thereto), as promulgated under the Act, and an
       'outside director' within the meaning of section 162(m) of the Code and
       the Treasury Regulations promulgated thereunder.

                                       3

             (j) 'Common Stock' means the common stock of the Company, par value
       $0.01 per share.

             (k) 'Company' means MetLife, Inc., a Delaware corporation, and any
       successor thereto.

             (l) 'Demutualization' means the demutualization of Metropolitan
       Life Insurance Company pursuant to a plan of reorganization approved by
       the New York State Superintendent of Insurance under Section 7312 of the
       New York Insurance Law.

             (m) 'Directors Plan' means the Company's 2000 Directors Stock Plan,
       as the same may be amended from time to time.

             (n) 'Disability' has the meaning given in the Company's long-term
       disability insurance policy or program as in effect from time to time.

             (o) 'Employee' means any officer or other employee of the Company,
       Metropolitan Life Insurance Company or any Subsidiary (as determined by
       the Committee in its sole discretion); provided, however, that with
       respect to Incentive Stock Options, 'Employee' means any person who is
       considered an employee of the Company or any Subsidiary for purposes of
       Treasury Regulation Section 1.421-7(h).

             (p) 'Fair Market Value' means, on any date, the closing prices of
       the Common Stock as reported in the principal consolidated transaction
       reporting system for the New York Stock Exchange (or on such other
       recognized quotation system on which the trading prices of the Common
       Stock are quoted at the relevant time) on such date. In the event that
       there are no Common Stock transactions reported on such tape (or such
       other system) on such date, Fair Market Value shall mean the closing
       price on the immediately preceding date on which Common Stock
       transactions were so reported.

             (q) 'Family Member' means, as to a Participant, any (i) child,
       stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
       mother-in-law, father-in-law, son-in-law, daughter-in-law,
       brother-in-law, or sister-in-law (including adoptive relationships), of
       such Participant, (ii) trust for the exclusive benefit of such persons
       and (iii) other entity owned solely by such persons.

             (r) 'Initial Public Offering' means the first day as of which sales
       of Common Stock are made to the public pursuant to the first underwritten
       public offering of the Common Stock.

                                       4

             (s) 'Option' means the right to purchase Common Stock at a stated
       price for a specified period of time. For purposes of the Plan, an Option
       may be either (i) an 'Incentive Stock Option' (ISO) within the meaning of
       Section 422 of the Code or (ii) an option which is not an Incentive Stock
       Option (a 'Nonstatutory Stock Option' (NSO)).

             (t) 'Participant' means any Employee or Agent designated by the
       Committee to participate in the Plan.

             (u) 'Subsidiary' means any corporation or partnership in which the
       Company owns, directly or indirectly, 50% or more of the total combined
       voting power of all classes of stock of such corporation or of the
       capital interest or profits interest of such partnership.

             2.2 Gender and Number. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.


                                  ARTICLE III.
                          ELIGIBILITY AND PARTICIPATION

             Participants in the Plan shall be those Employees or Agents
selected by the Committee to be granted Options pursuant to Article VI.


                                   ARTICLE IV.
                             POWERS OF THE COMMITTEE

             4.1 Power to Grant. The Committee shall determine the Participants
to whom Options shall be granted and the terms and conditions of any and all
such Options. The Committee may establish different terms and conditions for
different Participants and for the same Participant for each Option such
Participant may receive, whether or not granted at different times.
Notwithstanding any other contrary provision in the Plan, Options shall not be
granted prior to the first anniversary of the Initial Public Offering.

             4.2  Certain Rules Relating to Grants.

             (a) Maximum Individual Grants. During any consecutive five year
       period, no individual Participant may be granted Options to acquire more
       than 5% of the total shares available under the Plan.

                                       5

             (b) Cumulative Grant Limits. The maximum number of Options
       (expressed as a percentage of the total number of shares available under
       the Plan as set forth in Section 5.1) that may be awarded, on a
       cumulative basis (but excluding any forfeited, canceled or expired
       Options), shall be as follows:


prior to the second anniversary of the
Initial Public Offering                                    60%
prior to the third anniversary of the

Initial Public Offering                                    80%
prior to the fourth anniversary of the

Initial Public Offering                                   100%

             (c) Repricing or Substitution of Options. The Committee shall not
       have the right to reprice outstanding Options or to grant new Options
       under the Plan in substitution for or upon the cancellation of Options
       previously granted.

             4.3  Administration.

             (a) Rules, Interpretations and Determinations. The Plan shall be
administered by the Committee. The Committee shall have full authority to
interpret and administer the Plan, to establish, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions deemed necessary or
advisable to protect the interests of the Company, to construe the respective
option agreements and to make all other determinations it determines necessary
or advisable for the administration and interpretation of the Plan in order to
carry out its provisions and purposes. Determinations, interpretations, or other
actions made or taken by the Committee shall be final, binding, and conclusive
for all purposes and upon all persons.

             (b) Agents and Expenses. The Committee may appoint agents (who may
be officers or employees of the Company) to assist in the administration of the
Plan and may grant authority to such persons to execute agreements or other
documents on its behalf. The Committee may employ such legal counsel,
consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion received from any such counsel or consultant
and any computation received from any such consultant or agent. All expenses
incurred in the administration of the Plan, including, without limitation, for
the engagement of any counsel, consultant or agent, shall be paid by the
Company.

             4.4 Delegation of Authority. The Committee may delegate its duties,
powers and authorities under the Plan to the Company's Chief Executive Officer
with respect to 

                                       6

individuals who are below the position of Senior Vice President (or analogous
title), pursuant to such conditions or limitations as the Committee may
establish; provided that only the Committee or the Board may select, and grant
Options to, Participants who are subject to Section 16 of the Act.
Notwithstanding the foregoing, in no event shall the Chief Executive Officer
grant (i) Options which, in the aggregate, represent more than 1.5% of the total
number of shares authorized for issuance under the Plan or (ii) to any single
Participant in any twelve month period more than 5% of the total number of
shares that the Chief Executive Officer is authorized to grant. The Chief
Executive Officer shall report periodically to the Committee regarding the
nature and scope of the Options granted pursuant to the authority granted to him
under this Section 4.4.


                                   ARTICLE V.
                              STOCK SUBJECT TO PLAN

             5.1 Number. Subject to the provisions of Section 5.3, the number of
shares of Common Stock issuable under the Plan shall not exceed 5% of the total
number of shares of Common Stock outstanding immediately after the Initial
Public Offering; provided that the number of shares issuable under the Plan
shall be reduced by the number of shares issuable pursuant to any 'Options'
granted pursuant to the Directors Plan (as such term is defined in the Directors
Plan). The shares to be delivered under the Plan may consist, in whole or in
part, of treasury Common Stock or authorized but unissued Common Stock, not
reserved for any other purpose.

             5.2 Canceled, Terminated, or Forfeited Options. Any shares of
Common Stock subject to an Option which for any reason is canceled, terminated
or otherwise settled without the issuance of any Common Stock (including, but
not limited to, shares tendered to exercise outstanding Options or shares
tendered or withheld for taxes) shall again be available for Options under the
Plan.

             5.3 Adjustment in Capitalization. In the event of any Common Stock
dividend or Common Stock split, recapitalization (including, but not limited, to
the payment of an extraordinary dividend), merger, consolidation, combination,
spin-off, distribution of assets to stockholders (other than ordinary cash
dividends), exchange of shares, or other similar corporate change, the aggregate
number of shares of Common Stock available for Options under Section 5.1 or
subject to outstanding Options and the respective exercise prices applicable to
outstanding Options shall be appropriately adjusted by the Committee and the
Committee's determination shall be conclusive; provided, however, that no
adjustment shall occur by reason of the issuance of Common Stock in accordance
with the Demutualization and that any fractional shares resulting from any such
adjustment shall be disregarded.

                                       7

                                   ARTICLE VI.
                                  STOCK OPTIONS

             6.1 Grant of Options. Subject to the provisions of Section 4.1,
Options may be granted to Participants at such time or times as shall be
determined by the Committee. Options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Nonstatutory Stock Options. Except as
otherwise provided herein, the Committee shall have complete discretion in
determining the number of Options, if any, to be granted to a Participant. Each
Option shall be evidenced by an Option agreement that shall specify the type of
Option granted, the exercise price, the duration of the Option, the number of
shares of Common Stock to which the Option pertains, and such other terms and
conditions as the Committee shall determine which are not inconsistent with the
provisions of the Plan. Notwithstanding the foregoing, any Options granted to a
Participant who is an Agent shall comply with the provisions of Section 4228 of
the New York Insurance Law and any regulations thereunder.

             6.2 Option Price. Nonstatutory Stock Options and Incentive Stock
Options granted pursuant to the Plan shall have an exercise price no less than
the Fair Market Value of a share of Common Stock on the date the Option is
granted.

             6.3 Exercise of Options. One-third of each Nonstatutory Stock
Option or Incentive Stock Option granted pursuant to the Plan shall become
exercisable on each of the first three anniversaries of the date such Option is
granted; provided that in no event shall any Option be or become exercisable
hereunder prior to the second anniversary of the Initial Public Offering and, if
and to the extent this proviso limits the exercisability of any Option, the
portion so limited shall become exercisable on such second anniversary;
provided, further, that the Committee may at the time of grant establish longer
periods of service for Options to become exercisable and may establish
performance-based criteria for exercisability. Subject to the provisions of
Article VII, once any portion of any Option has become exercisable it shall
remain exercisable for its full term. The Committee shall determine the term of
each Nonstatutory Stock Option or Incentive Stock Option granted, but in no
event shall any such Option be exercisable for more than 10 years after the date
on which it is granted.

             6.4 Payment. The Committee shall establish procedures governing the
exercise of Options. No shares shall be delivered pursuant to any exercise of an
Option unless arrangements satisfactory to the Committee have been made to
assure full payment of the option price therefor. Without limiting the
generality of the foregoing, payment of the option price may be made (i) in cash
or its equivalent, (ii) by exchanging shares of Common Stock owned by the
optionee (which are not the subject of any pledge or other security interest),
(iii) through an arrangement with a broker approved by the Company whereby
payment of the exercise price is accomplished with the proceeds of the sale of

                                       8

Common Stock or (iv) by any combination of the foregoing; provided that the
combined value of all cash and cash equivalents paid and the Fair Market Value
of any such Common Stock so tendered to the Company, valued as of the date of
such tender, is at least equal to such option price. The Company may not make a
loan to a Participant to facilitate such Participant's exercise of any of his or
her Options.

             6.5 Incentive Stock Options. Notwithstanding anything in the Plan
to the contrary, no Option that is intended to be an Incentive Stock Option may
be granted after the tenth anniversary of the effective date of the Plan and no
term of this Plan relating to Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted under the Plan
be exercised, so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of any Participant affected thereby, to disqualify any
Incentive Stock Option under such Section 422.



                                  ARTICLE VII.
                            TERMINATION OF EMPLOYMENT

             7.1 Termination of Employment Due to Death. In the event a
Participant's employment terminates by reason of death, any Options granted to
such Participant shall become immediately exercisable in full and may be
exercised by the Participant's designated beneficiary, and if none is named, in
accordance with Section 10.2, at any time prior to the expiration of the term of
the Options or within three (3) years (or such shorter period as the Committee
shall determine at the time of grant) following the Participant's death,
whichever period is shorter.

             7.2 Termination of Employment Due to Disability or Approved
Retirement. In the event a Participant's employment terminates by reason of
Disability or Approved Retirement, any Options granted to such Participant which
are then outstanding shall continue to become exercisable in accordance with
Section 6.3 notwithstanding such termination of employment and may be exercised
by the Participant or the Participant's designated beneficiary, and if none is
named, in accordance with Section 10.2, at any time prior to the expiration date
of the term of the Options or within three (3) years (or such shorter period as
the Committee shall determine at the time of grant) following the Participant's
termination of employment, whichever period is shorter.

             7.3 Certain Divestitures, etc. In the event that a Participant's
employment is terminated in connection with a sale, divestiture, spin-off or
other similar transaction involving a Subsidiary, division or business segment
or unit, the Committee may provide at the time of grant or otherwise that all or
any portion of any Options granted to such Participant which are then
outstanding shall continue to become exercisable in 

                                       9

accordance with Section 6.3 notwithstanding such termination of employment and
may be exercised by the Participant or the Participant's designated beneficiary,
and if none is named, in accordance with Section 10.2, at any time prior to the
expiration date of the term of the Options or within three (3) years (or such
shorter period as the Committee shall determine at or following the time of
grant) following the Participant's termination of employment, whichever period
is shorter.

             7.4 Termination of Employment for Cause. In the event a
Participant's employment is terminated for Cause, any Options granted to such
Participant that are then not yet exercised shall be forfeited.

             7.5 Termination of Employment for Any Other Reason. Unless
otherwise determined by the Committee at or following the time of grant, in the
event the employment of the Participant shall terminate for any reason other
than one described in Section 7.1, 7.2, 7.3 or 7.4, any Options granted to such
Participant which are exercisable at the date of the Participant's termination
of employment may be exercised at any time prior to the expiration of the term
of the Options or the thirtieth day following the Participant's termination of
employment, whichever period is shorter, and any Options that are not
exercisable at the time of termination of employment shall be forfeited.


                                  ARTICLE VIII.
                                CHANGE OF CONTROL

             8.1 Accelerated Vesting and Payment. Subject to the provisions of
Section 8.2, in the event of a Change of Control each Option shall be fully
exercisable regardless of the exercise schedule otherwise applicable to such
Option and, in connection with such a Change of Control, the Committee may, in
its discretion, provide that each Option shall, upon the occurrence of such
Change of Control, be canceled in exchange for a payment in an amount equal to
the excess, if any, of the Change of Control Price over the exercise price for
such Option.

             8.2 Alternative Awards. Notwithstanding Section 8.1, no
cancellation, acceleration of exercisability, vesting, cash settlement or other
payment shall occur with respect to any Option if the Committee reasonably
determines in good faith prior to the occurrence of a Change of Control that
such Option shall be honored or assumed, or new rights substituted therefor
(such honored, assumed or substituted award hereinafter called an 'Alternative
Award'), by a Participant's employer (or the parent or an affiliate of such
employer) immediately following the Change of Control; provided that any such
Alternative Award must:

                                       10

             (i) be based on stock which is traded on an established securities
       market, or that the Committee reasonably believes will be so traded
       within 60 days after the Change of Control;

             (ii) provide such Participant with rights and entitlements
       substantially equivalent to or better than the rights, terms and
       conditions applicable under such Option, including, but not limited to,
       an identical or better exercise or vesting schedule and identical or
       better timing and methods of payment;

              (iii) have substantially equivalent economic value to such Option
       (determined at the time of the Change of Control); and

             (iv) have terms and conditions which provide that in the event that
       the Participant's employment is involuntarily terminated or
       constructively terminated, any conditions on a Participant's rights
       under, or any restrictions on transfer or exercisability applicable to,
       each such Alternative Award shall be waived or shall lapse, as the case
       may be.

For this purpose, a constructive termination shall mean a termination of
employment by a Participant following a material reduction in the Participant's
base salary or a Participant's incentive compensation opportunity or a material
reduction in the Participant's responsibilities, in either case without the
Participant's written consent.


                                   ARTICLE IX.
                AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

             The Board at any time may terminate the Plan, and from time to time
may amend or modify the Plan; provided, however, that any amendment which would
(i) increase the number of shares available for issuance under the Plan, (ii)
lower the minimum exercise price at which an Option may be granted or (iii)
extend the maximum term for Options granted hereunder shall be subject to the
approval of the Company's shareholders and no amendment made prior to the fifth
anniversary of the Demutualization shall be or become effective without the
consent of the New York Superintendent of Insurance. No amendment, modification,
or termination of the Plan shall in any manner adversely affect any Option
theretofore granted under the Plan, without the consent of the Participant.

                                       11

                                   SECTION X.
                            MISCELLANEOUS PROVISIONS

             10.1 Transferability of Options. No Options granted under the Plan
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution;
provided that the Committee may, in the Option agreement or otherwise, permit
transfers of Nonstatutory Stock Options by gift or a domestic relations order to
Family Members.

             10.2 Beneficiary Designation. Each Participant under the Plan may
from time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
or by whom any right under the Plan is to be exercised in case of his death.
Each designation will revoke all prior designations by the same Participant,
shall be in a form prescribed by the Committee, and will be effective only when
received by the Committee in writing during his lifetime. In the absence of any
such effective designation, benefits remaining unpaid at the Participant's death
shall be paid to or exercised by the Participant's surviving spouse, if any, or
otherwise to or by his estate.

             10.3 Deferral of Payment. The Committee may, in the Option
agreement or otherwise, permit a Participant to elect, upon such terms and
conditions as the Committee may establish, to defer receipt of shares of Common
Stock that would otherwise be issued upon exercise of a Nonstatutory Stock
Option.

             10.4 No Guarantee of Employment or Participation. Nothing in the
Plan shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant's employment or service at any time, nor
confer upon any Participant any right to continue in the employ of the Company
or any Subsidiary or any other affiliate of the Company. No Employee shall have
a right to be selected as a Participant, or, having been so selected, to receive
any future Options.

             10.5 Tax Withholding. The Company shall have the power to withhold,
or require a Participant to remit to the Company, an amount sufficient to
satisfy Federal, state, and local withholding tax requirements on any Option
under the Plan, and the Company may defer issuance of Common Stock until such
requirements are satisfied. The Committee may, in its discretion, permit a
Participant to elect, subject to such conditions as the Committee shall impose,
(i) to have shares of Common Stock otherwise issuable under the Plan withheld by
the Company or (ii) to deliver to the Company previously acquired shares of
Common Stock having a Fair Market Value sufficient to satisfy such withholding
tax obligation associated with the transaction.

                                       12

             10.6 Indemnification. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be made a party or
in which he may be involved by reason of any action taken or failure to act
under the Plan (in the absence of bad faith) and against and from any and all
amounts paid by him in settlement thereof, with the Company's approval, or paid
by him in satisfaction of any judgment in any such action, suit, or proceeding
against him; provided that he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive and shall be independent of any other rights of
indemnification to which such person may be entitled under the Company's
Certificate of Incorporation or By-Laws, by contract, as a matter of law, or
otherwise.

             10.7 No Limitation on Compensation. Nothing in the Plan shall be
construed to limit the right of the Company to establish other plans, provided
that the Company shall not be permitted to establish any other stock option or
stock incentive plans prior to the fifth anniversary of the Initial Public
Offering without the advance approval of the New York Superintendent of
Insurance. Nothing in this Section 10.7 shall be construed to limit the ability
of the Company to use stock in connection with any compensation arrangement,
approved by the New York Superintendent of Insurance pursuant to Section 10.1
and Schedule 3(c) of the Plan of Reorganization.

             10.8 Requirements of Law. The granting of Options and the issuance
of shares of Common Stock shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

             10.9 Term of Plan. The Plan shall be effective upon its adoption by
the Board and approval by Metropolitan Life Insurance Company, the sole
shareholder of the Company and by the New York Superintendent of Insurance
pursuant to Section 7312(w) of the New York Insurance Law. The Plan shall
continue in effect, unless sooner terminated pursuant to Article IX, until no
more shares are available for issuance under the Plan.

             10.10 Governing Law. The Plan, and all agreements hereunder, shall
be construed in accordance with and governed by the laws of the State of
Delaware, without regard to principles of conflict of laws.

             10.11 No Impact on Benefits. Except as may otherwise be
specifically stated under any employee benefit plan, policy or program, Options
shall not be treated as 

                                       13

compensation for purposes of calculating an Employee's right under any such
plan, policy or program.

             10.12 No Constraint on Corporate Action. Nothing in this Plan shall
be construed (i) to limit, impair or otherwise affect the Company's right or
power to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure, or to merge or consolidate, or dissolve,
liquidate, sell, or transfer all or any part of its business or assets or (ii)
except as provided in Article IX, to limit the right or power of the Company or
any of its Subsidiaries to take any action which such entity deems to be
necessary or appropriate.

                                       14