Employment Continuation Agreement - Metropolitan Life Insurance Co. and Catherine A. Rein


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                                Catherine A. Rein


                       EMPLOYMENT CONTINUATION AGREEMENT

                                December 15, 1998

                            As Amended and Restated

                                 March 3, 2000





                      Metropolitan Life Insurance Company

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                              AMENDED AND RESTATED
                        EMPLOYMENT CONTINUATION AGREEMENT

               THIS AMENDED AND RESTATED AGREEMENT between METROPOLITAN LIFE
INSURANCE COMPANY, a New York corporation (the 'Company'), and Catherine A. Rein
(the 'Executive'), dated as of this 15th day of December, 1998, and amended and
restated as of March __, 2000.

                              W I T N E S S E T H :

                WHEREAS, the Company has employed the Executive in an officer
position with the Company;

               WHEREAS, the Company believes that, in the event it is confronted
with a situation that could result in a change in ownership or control of the
Company, continuity of management will be essential to its ability to evaluate
and respond to such situation in the best interests of its policyholders, and
if, at the relevant time, it is a stock company, its shareholders;

               WHEREAS, the Company understands that any such situation will
present significant concerns for the Executive with respect to her financial and
job security;

               WHEREAS, in order to assure itself of the Executive's services
during the period in which it is confronting such a situation, and to provide
the Executive certain financial assurances to enable the Executive to perform
the responsibilities of her position without undue distraction and to exercise
her judgment without bias due to her personal circumstances, the Company and the
Executive entered into this Agreement to provide the Company and the Executive
with certain rights and obligations upon the occurrence of a Change of Control
or Potential Change of Control (as each such term is defined in Section 2
hereof);

               WHEREAS, the Company has decided to transfer the Executive's
employment to one of its subsidiaries, and the Executive has agreed to accept
such transfer;

               WHEREAS, in connection with her employment with such subsidiary,
the Executive and such subsidiary will enter into a comparable agreement whereby
the


subsidiary will undertake to provide the Executive with comparable benefits and
protection in the event of a Change of Control or Potential Change of Control;

               WHEREAS, the Company and the Executive are in agreement that the
benefits provided hereunder shall be suspended while the Executive is
appropriately protected under such subsidiary agreement.

               NOW, THEREFORE, this Agreement is amended and restated in its
entirety, to read as follows:

               1. Operation of Agreement. (a) Term. The initial term of this
Agreement shall commence on December 15, 1998 and continue until December 15,
2001. Thereafter, this Agreement will automatically renew for successive and
consecutive additional three year periods following the end of its initial term
and any extended term, unless the Company or the Executive gives the other party
written notice at least 180 days prior to the date the term hereof would
otherwise renew that it or she does not want the term to be so extended;
provided, however, that, the Company may not deliver a notice of nonrenewal
after (i) a Potential Change of Control (as is defined in Section 2(b) hereof)
unless the Board of Directors has adopted a Nullification Resolution (as defined
in Section 2(b) hereof) with respect to such Potential Change of Control or (ii)
a Change of Control (as defined in Section 2(a) hereof). Notwithstanding
anything to the contrary in this Agreement, the term of this Agreement shall in
all events expire (regardless of when the term would otherwise have expired) on
the second anniversary of a Change of Control.

               (b) Effective Date. Notwithstanding the provisions of Section
1(a) hereof, this Agreement shall govern the terms and conditions of the
Executive's employment and the benefits and compensation to be provided to the
Executive commencing on the date on which a Potential Change of Control or a
Change of Control occurs (the 'Effective Date') and ending on the date the term
of this Agreement otherwise expires, provided that if the Executive is not
employed by the Company or any Affiliate on the Effective Date, this Agreement
shall be void and without effect. Notwithstanding the foregoing, if on the
Effective Date the Executive is employed by an Affiliate of the Company and the
Executive and the Affiliate are parties to an agreement providing the Executive
with similar employment protection in the event of a Change of Control, the
Company's hereunder, including any obligation to make any payment under this
Agreement in connection with the termination of the Executive's employment,
shall be suspended until the earlier to occur, if any, of (i) the date the
Executive becomes re-employed by the Company and (ii) the date the Executive is
employed by another Affiliate which does not provide the Executive with similar
employment protection in the event of a Change of Control.


                                       2


               2. Definitions. (a) Change of Control. For the purposes of this
Agreement, a 'Change of Control' shall be deemed to have occurred if:

               (i) any person (within the meaning of Section 3(a)(9) of the
        Securities Exchange Act of 1934, as amended (the 'Exchange Act')),
        including any group (within the meaning of Rule 13d-5(b) under the
        Exchange Act)), acquires 'beneficial ownership' (within the meaning of
        Rule 13d-3 under the Exchange 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;

               (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
        of Directors of the Company (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 2(a)(ii);

               (iii) the policyholders of the Company, if at the time in
        question the Company is a mutual life insurance company, approve a
        merger, consolidation, division, sale or other disposition of all or
        substantially all of the assets of the Company (a 'Mutual Event');
        provided, however, that a Mutual Event shall not be treated as a Change
        of Control for purposes of this Agreement if (x) the Company is the
        surviving company in any such merger or other transaction and (y)
        pursuant to the terms of the agreement governing the transaction
        constituting the Mutual Event, the persons who were directors of the
        Company immediately prior to such Mutual Event constitute at least 75%
        of the members of the Board immediately following the consummation of
        such Mutual Event; or

               (iv) the stockholders of the Company, if at the time in question
        the Company is a stock company, approve a merger, consolidation, share
        exchange, division, sale or other disposition of all or substantially
        all of the assets 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
        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


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                (v) 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 or (iii) an underwritten offering of the
equity securities of the Company where no Person (including any group (within
the meaning of Rule 13d-5(b) under the Exchange Act)) acquires more than 25% of
the beneficial ownership interests in such securities.

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

            (i) a Person commences a tender offer, with adequate financing,
      which, if consummated, would result in such Person being the 'beneficial
      ownership' (within the meaning of Rule 13d-3 under the Exchange Act),
      directly or indirectly, of securities of the Company representing 10% or
      more of the combined Voting Power of the Company's securities;

            (ii) the Company enters into an agreement the consummation of which
      would constitute a Change of Control;

            (iii) any person (including any group (within the meaning of Rule
      13d- 5(b) under the Exchange Act)) other than the Company attempts,
      directly or indirectly, to replace more than 25% of the directors of the
      Company; provided, however, that any action taken in support of a nominee
      approved by a majority of the members of the Board then in office shall
      not be given any effect in determining whether a Potential Change of
      Control has occurred;

            (iv) certification, pursuant to New York Insurance Law Section
      4210(h)(1)(B) (or any successor provision thereto) of an independent
      nomination of candidates to replace more than 25% of the members of the
      Board; or

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


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Notwithstanding the foregoing, if, after a Potential Change of Control and
before a Change of Control, the Board makes a good faith determination that such
Potential Change of Control will not result in a Change of Control, the Board
may nullify the effect of the Potential Change of Control (a 'Nullification') by
resolution (a 'Nullification Resolution'), in which case the Executive shall
have no further rights and obligations under this Agreement by reason of such
Potential Change of Control; provided, however, that if the Executive shall have
delivered a Notice of Termination (within the meaning of Section 6(f) hereof)
prior to the date of the Nullification Resolution, such Resolution shall not
effect the Executive's rights hereunder. If a Nullification Resolution has been
adopted and the Executive has not delivered a Notice of Termination prior
thereto, the Effective Date for purposes of this Agreement shall be the date, if
any, during the term hereof on which another Potential Change of Control or any
actual Change of Control occurs.

               (c) Voting Power. A specified percentage of 'Voting Power' of a
company shall mean such number of the Voting Securities as shall enable the
holders thereof to cast such percentage of all the votes which could be cast in
an annual election of directors and 'Voting Securities' shall mean all
securities of a company entitling the holders thereof to vote in an annual
election of directors.

               (d) Affiliate. 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 Company.
                                                                                
                3. Employment Period. Subject to Section 6 hereof, the Company
agrees to continue the Executive in its employ, and the Executive agrees to
remain in the employ of the Company, for the period (the 'Employment Period')
commencing on the Effective Date and ending on the expiration of the term of
this Agreement.

                4. Position and Duties. (a) No Reduction in Position. During the
Employment Period, the Executive's position (including titles), authority and
responsibilities with the Company and each of its Affiliates to whom the
Executive provides services shall be at least commensurate with those held,
exercised and assigned immediately prior to the Effective Date; provided,
however, that if the Executive is employed by an Affiliate on the Effective
Date, and subsequently becomes reemployed by the Company, the Executive's
duties, authority and responsibilities under this Section 4 shall be at least
commensurate to those she last held as an officer of the Company and the
Executive's title shall be at least comparable to the title held at such time by
officers of the Company performing duties and responsibilities of a comparable
level. It is understood that, for purposes of this Agreement, such position,
authority and responsibilities shall not be regarded as not commensurate merely
by virtue of the fact that a successor shall have acquired all or substantially
all of the business and/or assets of the Company as contem-


                                       5


plated by Section 12(b) hereof. The Executive's services shall be performed at
the location where the Executive was employed immediately preceding the
Effective Date or at any other office or location not more than 35 miles from
such pre-Effective Date location.

               (b) Business Time. During the Employment Period, the Executive
agrees to devote her full attention during normal business hours to the business
and affairs of the Company or its Affiliates and to use her best efforts to
perform faithfully and efficiently the responsibilities assigned to him
hereunder, to the extent necessary to discharge such responsibilities, except
for (i) time spent in managing her personal, financial and legal affairs and
serving on corporate, civic or charitable boards or committees, in each case
only if and to the extent not substantially interfering with the performance of
such responsibilities, and (ii) periods of vacation and sick leave to which she
is entitled. It is expressly understood and agreed that the Executive's
continuing to serve on any boards and committees on which she is serving or with
which she is otherwise associated in mediately preceding the Effective Date
shall not be deemed to interfere with the performance of the Executive's
services to the Company or its Affiliates.

               5. Compensation. (a) Base Salary. During the Employment Period,
the Executive shall receive a base salary at a monthly rate at least equal to
the monthly salary paid to the Executive by the Company or any Affiliate
immediately prior to the Effective Date. The base salary shall be reviewed at
least once each year after the Effective Date, and may be increased (but not
decreased) at any time and from time to time by action of the Board or any
committee thereof or any individual having authority to take such action in
accordance with the Company's regular practices. The Executive's base salary, as
it may be increased from time to time, shall hereafter be referred to as the
'Base Salary'. Neither the Base Salary nor any increase in the Base Salary after
the Effective Date shall serve to limit or reduce any other obligation of the
Company hereunder.

               (b) Annual Bonus. During the Employment Period, in addition to
the Base Salary, the Executive shall be afforded the opportunity to receive an
annual bonus (the 'Annual Bonus Opportunity') in an amount which provides the
Executive with the same bonus opportunity as other executives of the Company and
its Affiliates of comparable rank. If any fiscal year commences but does not end
during the Employment Period, Executive shall receive a pro-rated amount in
respect of the Annual Bonus Opportunity for the portion of the fiscal year
occurring during the Employment Period. Any amount payable in respect of the
Annual Bonus Opportunity shall be paid as soon as practicable following the year
for which the amount (or any prorated portion) is earned or awarded, unless
electively deferred by the Executive pursuant to any deferral programs or
arrangements that the Company may make available to the Executive.


                                       6


               (c) Long-term Incentive Compensation Programs. During the
Employment Period, the Executive shall participate in all long-term incentive
compensation programs for key executives at the Company (or, if the Executive is
then providing services principally to an Affiliate, at such Affiliate) at a
level that is commensurate with the level made available from time to time to
executives of the Company (or, if applicable, an Affiliate) of comparable rank.

               (d) Benefit Plans. During the Employment Period, the Executive
(and, to the extent applicable, his dependents) shall be entitled to participate
in or be covered under all pension, retirement, deferred compensation, savings,
medical, dental, health, disability, group life, accidental death and travel
accident insurance plans and programs of the Company and any Affiliate at the
level made available from time to time to other similarly situated officers.

               (e) Expenses. During the Employment Period, the Executive shall
be entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in accordance with the policies and procedures of the Company
or its Affiliates, as applicable and as in effect from time to time, with
respect to expenses incurred by other similarly situated officers.

               (f) Vacation and Fringe Benefits. During the Employment Period,
the Executive shall be entitled to paid vacation and fringe benefits at a level
that is commensurate with the paid vacation and fringe benefits available from
time to time to other similarly situated officers of the Company or, if
applicable, its Affiliates.

               (g) Indemnification. During and after the Employment Period, the
Company shall indemnify the Executive and hold the Executive harmless from and
against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, on the same terms and conditions applicable from time
to time with respect to the indemnification of its other senior officers of
comparable rank.

               (h) Office and Support Staff. The Executive shall be entitled to
an office with furnishings and other appointments, and to secretarial and other
assistance, at a level that is at least commensurate with the foregoing provided
to other similarly situated officers.

                6. Termination. (a) Death, Disability or Retirement. Subject to
the provisions of Section 1 hereof, this Agreement shall terminate automatically
upon the Executive's death, termination due to 'Disability' (as defined below)
or voluntary retirement under any of the retirement plans of the Company or its
Affiliates as in effect from time to time. For purposes of this Agreement,
'Disability' shall mean the


                                       7


Executive's inability to perform the duties of her position, as determined in
accordance with the policies and procedures applicable with respect to the
long-term disability plan of the Company or its Affiliates in which the
Executive was a participant immediately prior to the Effective Date; provided,
however, that the Executive's employment may not be terminated for Disability
hereunder unless the Executive has requested that she be considered for, and has
qualified to receive, long-term disability benefits under such plan.

               (b) Voluntary Termination. Notwithstanding anything in this
Agreement to the contrary, the Executive may voluntarily terminate employment
for any reason (including early retirement under the terms of any of the
retirement plans of the Company or its Affiliates as in effect from time to
time), upon not less than 60 days' written notice to the Company, provided that
any termination by the Executive pursuant to Section 6(d) hereof on account of
Good Reason (as defined therein) shall not be treated as a voluntary termination
under this Section 6(b).

               (c) Cause. The Company may terminate the Executive's employment
for Cause. For purposes of this Agreement, 'Cause' means (i) the Executive's
conviction or plea of nolo contendere to a felony; (ii) an act of dishonesty or
gross misconduct on the Executive's part which results or is intended to result
in material damage to the Company's or an Affiliate's business or reputation; or
(iii) repeated material violations by the Executive of his obligations under
Section 4 hereof, which violations are demonstrably willful and deliberate on
the Executive's part.

               (d) Good Reason. After the Effective Date, the Executive may
terminate her employment at any time for Good Reason. For purposes of this
Agreement, 'Good Reason' means the occurrence of any of the following, without
the express written consent of the Executive, after the Effective Date:

               (i) (A) the assignment to the Executive of any duties
        inconsistent in any material adverse respect with the Executive's
        position, authority or responsibilities as contemplated by Section 4(a)
        hereof, or (B) any other material adverse change in such position,
        including titles, authority or responsibilities;

               (ii) any failure by the Company to comply with any of the
        provisions of Section 5 hereof, other than an insubstantial or
        inadvertent failure remedied by the Company promptly after receipt of
        notice thereof given by the Executive;

               (iii) requiring the Executive to be based at any office or
        location more than 35 miles from the location at which the Executive
        performed her duties immediately prior to the Effective Date, except for
        travel reasonably required in the performance of the Executive's
        responsibilities; or


                                       8


               (iv) any failure by the Company to obtain the assumption and
        agreement to perform this Agreement by a successor as contemplated by
        Section 12(b) hereof.

In no event shall the mere occurrence of a Change of Control, absent any further
impact on the Executive, be deemed to constitute Good Reason.

               (e) Notice of Termination. Any termination by the Company for
Cause or by the Executive for Good Reason shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 13(e)
hereof. For purposes of this Agreement, a 'Notice of Termination' means a
written notice given, (i) in the case of a termination for Cause, within 10
business days of the Company's having actual knowledge of the events giving rise
to such termination or (ii) in the case of a termination for Good Reason, within
120 days of the Executive's having actual knowledge of the events giving rise to
such termination. Any such Notice of Termination shall (i) indicate the specific
termination provision in this Agreement relied upon, (ii) set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated, and
(iii) if the termination date is other than the date of receipt of such notice,
specify the termination date of this Agreement (which date shall be not more
than 15 days after the giving of such notice). The failure by the Executive to
set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason shall not waive any right of the
Executive hereunder or preclude the Executive from asserting such fact or
circumstance in enforcing her rights hereunder.

               (f) Date of Termination. For the purpose of this Agreement, the
term 'Date of Termination' means (i) in the case of a termination for which a
Notice of Termination is required, the date of receipt of such Notice of
Termination or, if later, the date specified therein, as the case may be, and
(ii) in all other cases, the actual date on which the Executive's employment 
terminates during the Employment Period.

               7. Obligations of the Company upon Termination. (a) Death or
Disability. If the Executive's employment is terminated during the Employment
Period by reason of the Executive's death or Disability, this Agreement shall
terminate without further obligations to the Executive or the Executive's legal
representatives under this Agreement other than those obligations accrued
hereunder at the Date of Termination, and the Company shall pay to the Executive
(or her beneficiary or estate), at the times determined below (i) the
Executive's full Base Salary through the Date of Termination (the 'Earned
Salary'), (ii) any vested amounts or benefits owing to the Executive under or in
accordance with the terms and conditions of the otherwise applicable employee
benefit plans and programs of the Company and its Affiliates, including any
compensation


                                       9


previously deferred by the Executive (together with any accrued earnings
thereon) and not yet paid by the Company and any accrued vacation pay not yet
paid by the Company or an Affiliate (the 'Accrued Obligations'), and (iii) any
other benefits payable due to the Executive's death or Disability under the
plans, policies or programs of the Company and its Affiliates (the 'Additional
Benefits').

               Any Earned Salary shall be paid in cash in a single lump sum as
soon as practicable, but in no event more than 30 days (or at such earlier date
required by law), following the Date of Termination. Accrued Obligations and
Additional Benefits shall be paid in accordance with the terms of the applicable
plan, program or arrangement.

               (b) Cause and Voluntary Termination. If, during the Employment
Period, the Executive's employment shall be terminated for Cause or voluntarily
terminated by the Executive (other than on account of Good Reason), the Company
shall pay the Executive (i) the Earned Salary in cash in a single lump sum as
soon as practicable, but in no event more than 30 days, following the Date of
Termination, and (ii) the Accrued Obligations in accordance with the terms of
the applicable plan, program or arrangement.

               (c) Termination by the Company other than for Cause and
Termination by the Executive for Good Reason.

                (i) Lump Sum Payments. If (x) the Company terminates the
        Executive's employment other than for Cause during the Employment Period
        or (y) the Executive terminates her employment at any time during the
        Employment Period for Good Reason, the Company shall pay to the
        Executive, at the times determined below, the following amounts:

                  (A)   the Executive's Earned Salary;

                  (B)   a cash amount (the 'Severance Amount') equal to three
                        times the sum of

                        (1)   the Executive's annual rate of Base Salary as then
                              in effect;

                        (2)   the average of the annual bonuses payable to the
                              Executive under the Annual Variable Incentive Plan
                              (or any successor plan thereto) or any other
                              annual incentive plan maintained by an Affiliate
                              in which the Executive participated for each of
                              the three fiscal years of the Company or, if
                              applicable, such Affiliate (or, if less, the
                              number of prior fiscal years


                                    10


                              during which Executive was an employee of the
                              Company or an Affiliate) ended immediately prior
                              to the Effective Date for which an annual bonus
                              amount had been determined by the Board (or, if
                              applicable, the administrator of any plan
                              maintained by such Affiliate) prior to the
                              Effective Date. If the Executive was employed with
                              the Company, an Affiliate or the Company and one
                              or more Affiliates for only a portion of any
                              fiscal year included in the period for which the
                              average referred to in the immediately preceding
                              sentence is determined and the aggregate annual
                              bonus payable by all such entities for such fiscal
                              year took into account such partial period of
                              employment, such bonus for such fiscal year shall
                              be annualized for purposes of calculating such
                              average; and

                       (3)    the average of the long-term incentive
                              compensation amounts payable to the Executive by
                              the Company or any Affiliate with respect to each
                              of the last three performance periods (or, if the
                              Executive participated in the long-term
                              compensation program in respect to a lesser number
                              of such performance periods, such lesser number)
                              ended prior to the Effective Date for which the
                              amount payable had been determined by the Board or
                              any committee thereof (or, if applicable, the
                              administrator of any plan maintained by such
                              Affiliate) prior to the Effective Date; provided,
                              however, that, the amount determined under this
                              subclause (3) shall be reduced (but not below
                              zero) by the 'Determined Value' (as defined below)
                              of any vested stock options, restricted stock or
                              similar equity-based award relating to the
                              Company's common equity on the earlier to occur of
                              the Executive's Date of Termination or the date on
                              which a Change of Control occurs. For purposes of
                              this Agreement, Determined Value shall mean the
                              excess of the 'Equity Value' over the price, if
                              any, payable by the Executive in respect of such
                              stock option or other award and Equity Value shall
                              be determined to be (x) in the case of a Change of
                              Control occurring by reason of a merger,
                              recapitalization or similar transaction or as a
                              result of a tender offer, the value received by
                              the Company's equity holders in such transaction
                              or the price paid in such tender offer (with the
                              value of any non-cash consideration to be
                              determined in


                                       11


                              good faith by the Compensation Committee of the
                              Board as constituted immediately prior to the
                              Effective Date) and (y) in the case of any other
                              Change of Control or where the date as of which
                              such Determined Value is measured is the
                              Executive's Date of Termination, the average of
                              the high and low reported sales prices of such
                              equity on the principal securities market on which
                              such equity is traded on the relevant date; and

               (C)     the Accrued Obligations.

        The Earned Salary and Severance Amount shall be paid in cash in a single
        lump sum as soon as practicable, but in no event more than 30 days (or
        at such earlier date required by law), following the Date of
        Termination. Accrued Obligations shall be paid in accordance with the
        terms of the applicable plan, program or arrangement.

               (ii) Continuation of Benefits. The Executive (and, to the extent
        applicable, her dependents) shall be entitled, after the Date of
        Termination until the third anniversary of the Date of Termination (the
        'End Date'), to continue participation in all of the employee and
        executive plan providing medical, dental and long-term disability
        benefits maintained by the Company or an Affiliate in which the
        Executive had been participating prior to her Date of Termination
        (collectively, the 'Continuing Benefit Plans'); provided, however, that
        the participation by the Executive (and, to the extent applicable, his
        dependents) in any Continuing Benefit Plan shall cease on the date, if
        any, prior to the End Date on which the Executive becomes eligible for
        comparable benefits under a similar plan, policy or program of a
        subsequent employer ('Prior Date'). The Executive's participation in
        the Continuing Benefit Plans will be on the same terms and conditions
        that would have applied had the Executive continued to be employed by
        the Company through the End Date or the Prior Date. To the extent any
        such benefits cannot be provided under the terms of the applicable plan,
        policy or program, the Company shall provide a comparable benefit under
        another plan or from the Company's general assets.

               (iii) Termination of Employment Within Three Years of Normal
        Retirement Date. Notwithstanding anything else to the contrary contained
        in this Section 7(c), if the Executive's employment with the Company
        terminates at any time during the three year period ending on the
        Executive's normal retirement date, as determined in accordance with the
        Company's policies then in effect for the Company's senior executives
        (the 'Normal Retirement Date'), and the Executive


                                       12


        would be entitled to receive severance benefits under this Section 7(c),
        then (i) the multiplier in Section 7(c)(i) shall not be three, but shall
        be a number equal to three times (x/1095), where x equals the number of
        days remaining until the Executive's Normal Retirement Date, and (ii)
        the End Date described in Section 7(c)(ii) shall not be the third
        anniversary of the Date of Termination, but shall be the Executive's
        Normal Retirement Date.

               (d) Discharge of the Company's Obligations. Except as expressly
provided in the last sentence of this Section 7(d) hereof, the amounts payable
to the Executive pursuant to this Section 7 (whether or not reduced pursuant to
Section 7(e) hereof) following termination of her employment shall be in full
and complete satisfaction of the Executive's rights under this Agreement and any
other claims she may have in respect of her employment by the Company or any of
its Affiliates. Such amounts shall constitute liquidated damages with respect to
any and all such rights and claims and, upon the Executive's receipt of such
amounts, the Company shall be released and discharged from any and all liability
to the Executive in connection with this Agreement or otherwise in connection
with the Executive's employment with the Company and its Affiliates.

               (e) Limit on Payments by the Company.

               (i) Application of Section 7(e) Hereof. In the event that any
        amount or benefit paid or distributed to the Executive pursuant to this
        Agreement, taken together with any amounts or benefits otherwise paid or
        distributed to the Executive by the Company or any Affiliate
        (collectively, the 'Covered Payments'), would be an 'excess parachute
        payment' as defined in Section 280G of the Internal Revenue Code of
        1986, as amended (the 'Code'), and would thereby subject the Executive
        to the tax (the 'Excise Tax') imposed under Section 4999 of the Code (or
        any similar tax that may hereafter be imposed), the provisions of this
        Section 7(e) shall apply to determine the amounts payable to Executive
        pursuant to this Agreement.

               (ii) Calculation of Benefits. Promptly after delivery of any
        Notice of Termination, the Company shall notify the Executive of the
        aggregate present value of all termination benefits to which she would
        be entitled under this Agreement and any other plan, program or
        arrangement as of the projected Date of Termination, together with the
        projected maximum payments, determined as of such projected Date of
        Termination that could be paid without the Executive being subject to
        the Excise Tax.

                (iii) Imposition of Payment Cap. If the aggregate value of all
        compensation payments or benefits to be paid or provided to the
        Executive under


                                       13


        this Agreement and any other plan, agreement or arrangement with the
        Company or an Affiliate exceeds the amount which can be paid to the
        Executive without the Executive incurring an Excise Tax, then the
        amounts payable to the Executive under this Section 7 shall be reduced
        (but not below zero) to the maximum amount which may be paid hereunder
        without the Executive becoming subject to such an Excise Tax (such
        reduced payments to be referred to as the 'Payment Cap'). In the event
        that Executive receives reduced payments and benefits hereunder,
        Executive shall have the right to designate which of the payments and
        benefits otherwise provided for in this Agreement that he will receive
        in connection with the application of the Payment Cap.

                (iv) Application of Section 280G. For purposes of determining
        whether any of the Covered Payments will be subject to the Excise Tax
        and the amount of such Excise Tax,

                (A)     such Covered Payments will be treated as 'parachute
                        payments' within the meaning of Section 280G of the
                        Code, and all 'parachute payments' in excess of the
                        'base amount' (as defined under Section 280G(b)(3) of
                        the Code) shall be treated as subject to the Excise Tax,
                        unless, and except to the extent that, in the good faith
                        judgment of the Company's independent certified public
                        accountants appointed prior to the Effective Date or tax
                        counsel selected by such Accountants (the
                        'Accountants'), the Company has a reasonable basis to
                        conclude that such Covered Payments (in whole or in
                        part) either do not constitute 'parachute payments' or
                        represent reasonable compensation for personal services
                        actually rendered (within the meaning of Section
                        280G(b)(4)(B) of the Code) in excess of the portion of
                        the 'base amount allocable to such Covered Payments,' or
                        such 'parachute payments' are otherwise not subject to
                        such Excise Tax, and

                (B)     the value of any non-cash benefits or any deferred
                        payment or benefit shall be determined by the
                        Accountants in accordance with the principles of Section
                        280G of the Code.

               (v) Adjustments in Respect of the Payment Cap. If the Executive
        receives reduced payments and benefits under this Section 7(e) (or this
        Section 7(e) is determined not to be applicable to the Executive because
        the Accountants conclude that Executive is not subject to any Excise
        Tax) and it is established pursuant to a final determination of a court
        or an Internal Revenue Service proceeding (a 'Final Determination')
        that, notwithstanding the good faith of the


                                       14


        Executive and the Company in applying the terms of this Agreement, the
        aggregate 'parachute payments' within the meaning of Section 280G of the
        Code paid to the Executive or for her benefit are in an amount that
        would result in the Executive being subject an Excise Tax, then the
        amount equal to such excess parachute payments shall be deemed for all
        purposes to be a loan to the Executive made on the date of receipt of
        such excess payments, which the Executive shall have an obligation to
        repay to the Company on demand, together with interest on such amount at
        the applicable Federal rate (as defined in Section 1274(d) of the Code)
        from the date of the payment hereunder to the date of repayment by the
        Executive. If this Section 7(e) is not applied to reduce the Executive's
        entitlements under this Section 7 because the Accountants determine that
        the Executive would not receive a greater net-after tax benefit by
        applying this Section 7(e) and it is established pursuant to a Final
        Determination that, notwithstanding the good faith of the Executive and
        the Company in applying the terms of this Agreement, the Executive would
        have received a greater net after tax benefit by subjecting her payments
        and benefits hereunder to the Payment Cap, then the aggregate 'parachute
        payments' paid to the Executive or for his benefit in excess of the
        Payment Cap shall be deemed for all purposes a loan to the Executive
        made on the date of receipt of such excess payments, which the Executive
        shall have an obligation to repay to the Company on demand, together
        with interest on such amount at the applicable Federal rate (as defined
        in Section 1274(d) of the Code) from the date of the payment hereunder
        to the date of repayment by the Executive. If the Executive receives
        reduced payments and benefits by reason of this Section 7(e) and it is
        established pursuant to a Final Determination that the Executive could
        have received a greater amount without exceeding the Payment Cap, then
        the Company shall promptly thereafter pay the Executive the aggregate
        additional amount which could have been paid without exceeding the
        Payment Cap, together with interest on such amount at the applicable
        Federal rate (as defined in Section 1274(d) of the Code) from the
        original payment due date to the date of actual payment by the Company.

               (f) Notwithstanding anything else in this Section 7 to the
contrary, nothing in this Section 7 shall be construed to release the Company
from (or to otherwise waive or modify) the Company's obligation to indemnify the
Executive pursuant to Section 5(g) hereof

               8. Non-exclusivity of Rights. Except as expressly provided
herein, nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any benefit, bonus, incentive or other
plan or program provided by the Company or any Affiliate and for which the
Executive may qualify, nor shall anything herein limit or otherwise prejudice
such rights as the Executive may have under any other


                                       15


agreements with the Company or any Affiliate, including employment agreements or
stock option agreements. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan or program of the
Company or any Affiliate at or subsequent to the Date of Termination shall be
payable in accordance with such plan or program.

               9. No Offset. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be diminished or otherwise affected by any circumstances,
including, but not limited to, any set-off, counterclaim, recoupment, defense or
other right which the Company may have against the Executive or others whether
by reason of the subsequent employment of the Executive or otherwise.

               10. Legal Fees and Expenses. If the Executive asserts any claim
in any contest (whether initiated by the Executive or by the Company) as to the
validity, enforceability or interpretation of any provision of this Agreement,
the Company shall pay the Executive's legal expenses (or cause such expenses to
be paid) including, but not limited to, her reasonable attorney's fees, on a
quarterly basis, upon presentation of proof of such expenses in a form
acceptable to the Company, provided that the Executive shall reimburse the
Company for such amounts, plus simple interest thereon at the 90-day United
States Treasury Bill rate as in effect from time to time, compounded annually,
if the Executive shall not prevail, in whole or in part, as to at least one
material issue as to the validity, enforceability or interpretation of any
provision of this Agreement.

               11. Company Property. The Agreement to Protect Corporate Property
previously executed by the Executive is incorporated herein and made a part
hereof. The Executive hereby reaffirms her commitments under such agreement, and
again agrees to be bound by each of the covenants contained therein for the
benefit of the Company in consideration of the benefits made available to her
hereby.

               12. Successors. (a) This Agreement is personal to the Executive
and, without the prior written consent of the Company, shall not be assignable
by the Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.

               (b) This Agreement shall inure to the benefit of and be binding
upon the Company and its successors. The Company shall require any successor to
all or substantially all of the business and/or assets of the Company, whether
direct or indirect, by purchase, merger, consolidation, acquisition of stock, or
otherwise, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent as the Company would be required to perform if no
such succession had taken place.


                                       16


Without limiting the generality of the foregoing, if prior to the occurrence of
a Change of Control, the Company is a party to a merger, recapitalization,
demutualization, restructuring, reorganization or similar transaction, as a
result of which the Company becomes a subsidiary of any entity that was a
subsidiary of the Company immediately prior to such transaction, from and after
the date of such transaction the term Company as used in the definition of
Change of Control and Potential Change of Control (but not as used in any other
Section hereof, unless required to effect the intent that a Potential Change of
Control or a Change of Control in respect of such entity shall cause the
Effective Date of this Agreement to occur) shall refer to both the Company and
such entity.

               13. Miscellaneous. (a) Applicable Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
applied without reference to principles of conflict of laws.

               (b) Arbitration. Except to the extent provided in Section 11(c)
hereof, any dispute or controversy arising under or in connection with this
Agreement shall be resolved by binding arbitration. The arbitration shall be
held in New York City and except to the extent inconsistent with this Agreement,
shall be conducted in accordance with the Expedited Employment Arbitration Rules
of the American Arbitration Association then in effect at the time of the
arbitration (or such other rules as the parties may agree to in writing), and
otherwise in accordance with principles which would be applied by a court of law
or equity. The arbitrator shall be acceptable to both the Company and the
Executive. If the parties cannot agree on an acceptable arbitrator, the dispute
shall be heard by a panel of three arbitrators, one appointed by each of the
parties and the third appointed by the other two arbitrators.

               (c) Amendments. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.

               (d) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the matters referred to
herein. No other agreement relating to the terms of the Executive's employment
by the Company, oral or otherwise, shall be binding between the parties unless
it is in writing and signed by the party against whom enforcement is sought.
There are no promises, representations, inducements or statements between the
parties other than those that are expressly contained herein. The Executive
acknowledges that she is entering into this Agreement of her own free will and
accord, and with no duress, that she has read this Agreement and that she
understands it and its legal consequences.


                                       17


               (e) Notices. All notices and other communications hereunder shall
be in writing and shall be given by hand-delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

        If to the Executive:        at the home address of the Executive noted
                                    on the records of the Company

        If to the Company:          Metropolitan Life Insurance Company
                                    One Madison Avenue
                                    New York, New York 10010
                                    Att.: Secretary

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

               (f) Tax Withholding. The Company shall withhold from any amounts
payable under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.

               (g) Severability; Reformation. In the event that one or more of
the provisions of this Agreement shall become invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby.

               (h) Waiver. Waiver by any party hereto of any breach or default
by the other party of any of the terms of this Agreement shall not operate as a
waiver of any other breach or default, whether similar to or different from the
breach or default waived. No waiver of any provision of this Agreement shall be
implied from any course of dealing between the parties hereto or from any
failure by either party hereto to assert its or her rights hereunder on any
occasion or series of occasions.

               (i) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.

               (j) Captions. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.

               IN WITNESS WHEREOF, the Executive has hereunto set her hand and
the Company has caused this Amended and Restated Agreement to be executed in its


                                       18

name on its behalf, and its corporate seal to be hereunto affixed and attested
by its Secretary, all as of March __, 2000.

                              METROPOLITAN LIFE  INSURANCE COMPANY

                              /s/ Lisa M. Weber
                              -------------------------------
                              By: ___________________________
                              Title: Executive Vice President

WITNESSED:

/s/ Traci Bigles
--------------------




                              EXECUTIVE:

                              /s/ Catherine A. Rein
                              -------------------------

WITNESSED:

/s/ Carol A. Christy
--------------------