Supplemental Auxiliary Savings and Investment Plan - Metropolitan Life Insurance Co. and Texas Life Insurance Co.


                         METROPOLITAN LIFE SUPPLEMENTAL

                      AUXILIARY SAVINGS AND INVESTMENT PLAN

                (As Amended and Restated as of September 1, 1998)












                         METROPOLITAN LIFE SUPPLEMENTAL
                      AUXILIARY SAVINGS AND INVESTMENT PLAN


         Metropolitan Life Insurance Company and Texas Life Insurance Company,
(the Company) hereby establish the Metropolitan Life Supplemental Auxiliary
Savings and Investment Plan (the Plan), effective January 1, 1996, as amended
and restated as of September 1, 1998.

                                   Article 1

                                Purpose of Plan

         The Company for many years has maintained a Savings and Investment Plan
for its employees. Said plan is qualified under section 401 of the Internal
Revenue Code. The Company contributions provided under said Savings and
Investment Plan are and always have been reasonable in amount in relation to the
covered employees' compensation and services.

         Under section 1.415-2(d)(2) of the Internal Revenue Regulations, the
limitation under section 415 of the Internal Revenue Code takes into account the
annual compensation of an employee other than contributions made by the Employer
to a deferred compensation plan to the extent that such contributions are not
includible in the employee's gross income for the taxable year in which
contributed. Pursuant to this regulation, the SIP must exclude deferred
compensation income in calculating the benefits payable to certain company
employees and their beneficiaries for all years, including those years prior to
the effective date of the Plan. Therefore, the Company is adopting this Plan to
provide benefits to its employees and beneficiaries of its employees whose
benefits under SIP are reduced because of the limitations in Section
1.415-2(d)(2) of the Internal Revenue Regulations. Such benefits are subject to
the Plan's overall benefit limitations as set forth under Article 3.

                                    Article 2

                                 Participation

         Each Participant under SIP whose compensation, as defined in SIP,
exceeds the limitations of Section 401(a)(17) of the Internal Revenue Code and
whose Company contributions are reduced because of the application of section
1.415-2(d)(2) of the Internal Revenue Regulations shall be a Participant in this
Plan.




                                    Article 3

                        Vesting and Payment of Benefits

         Benefits under this Plan shall vest in accordance with the vesting
schedule applicable to Company contributions under the Savings and Investment
Plan and shall be payable to a Participant or the beneficiary of a deceased
Participant in amounts equal to the difference between

         (i)  the largest amount (together with interest thereon), that would
    have been contributed by the Company under SIP, as amended, had SIP not been
    subject to the deferred compensation income exclusion as provided under
    section 1.4152(d)(2) of the Internal Revenue Regulations, less

         (ii)  the amounts of benefits that are actually payable under SIP.

         The benefits paid under this Plan shall take into account all periods
of employee service performed by a Participant for the Company (including any
period before the Plan's effective date) that count for the Participant's
benefit accrual under SIP.

         Interest will be calculated on such amount at the same rates and over
the same period of time as if such amounts had been contributed to SIP and
invested in the Fixed Income Fund thereunder. Except as otherwise provided in
this Article, a Participant may elect, subject to the consent of the Company, to
receive benefits under this Plan in the form of a single sum, installments or an
annuity subject to the same duration, terms and conditions under which such
methods of distribution are payable under the Savings and Investment Plan. Such
election shall be made on a form prescribed by the Company and shall require the
Participant to designate the mode of payment requested and the date on which
benefits will commence to be paid. Benefits shall become payable on the date
elected by the Participant in the election form which date shall not be earlier
than (i) twelve (12) months subsequent to the date on which the Participant
files the election form with the Company; and (ii) the Participant's actual
retirement date. If the Participant retired prior to attaining age 70 1/2, and
no benefit election form is received from a Participant by April 1st of the
calendar year following the calendar year in which the Participant attained age
70 1/2, such Participant will be deemed to have elected to receive his or her
account balance in the form of a single sum by April 1st of the calendar year
following the calendar year in which he or she attains age 71 1/2. However, if a
Participant's vested account balance does not exceed $5,000, such Participant's
vested account balance will be distributed in a single sum as soon as
practicable following his or her death, disability, termination of employment or
retirement. Notwithstanding the foregoing provisions of this Article 3, no
benefits under this Plan will be eligible for any in-service withdrawal by a
Participant.



                                       2


         If, at the time of the Participant's death, amounts remained
undistributed to such Participant (unless such Participant was receiving benefit
payments in the form of an annuity), then benefit payments shall continue to be
made to the Participant's beneficiary in accordance with the method by which
benefit payments were being made to the Participant. If, at the time of the
Participant's death, benefit payments had not commenced to be made to him or
her, then, except as otherwise provided in this Article, the Participant's
designated beneficiary may elect, subject to the consent of the Company, to
receive benefits in the form of a single sum, installments or an annuity subject
to the same duration, terms and conditions under which such methods of
distribution are payable to beneficiaries under the Savings and Investment Plan.
Such election shall be made on a form prescribed by the Company and shall
require the beneficiary to designate the mode of payment requested and the date
on which benefits will commence to be paid. If the election form is filed with
the Company by December 31 of the year in which the Participant died, benefits
payable in the form of an annuity, in installments payable over more than five
years certain or in installments payable over the life expectancy of the
beneficiary must commence no earlier than the first day of the month which is
twelve months after the date the beneficiary files the form with the Company,
but no later than December 31 of the year following the year of the
Participant's death. Benefits payable in any form other than those forms
described in the preceding sentence shall become payable on the date elected by
the beneficiary in the election form which date shall not be earlier than twelve
(12) months subsequent to the date on which the beneficiary files the election
form with the Company; however, the benefit selected must require the entire
account balance to be paid to the beneficiary no later than the December 31 of
the year which is the fifth anniversary of the Participant's death.

         The Participant's beneficiary shall be the beneficiary designated by
the Participant under the Savings and Investment Plan. However, if the
Participant filed a beneficiary designation under this Plan, upon the
Participant's death, benefits shall be payable to the primary beneficiary(ies)
designated under this Plan. If there is more than one beneficiary under the
Savings and Investment Plan or more than one primary beneficiary under this Plan
and the beneficiary designation does not specify the percentage of the
Participant's benefit to be paid to each such beneficiary, each beneficiary
shall share equally in the benefits under the Plan. If one or more beneficiaries
predecease the Participant, the surviving beneficiary(ies) shall share equally
in the deceased beneficiary's portion of the Plan benefits. If all primary
beneficiaries predecease the Participant, benefits shall be payable to the
contingent beneficiary(ies) upon the Participant's death. If there is more than
one contingent beneficiary(ies), and the contingent beneficiary designation does
not specify the percentage of the Participant's benefit to be paid to each such
beneficiary, each contingent beneficiary shall share equally in the benefits
under the Plan. If one or more contingent beneficiaries predecease the
Participant, the surviving contingent beneficiary(ies) shall share equally in
the deceased contingent beneficiary's portion of the Plan benefits. If all
contingent beneficiaries predecease the Participant, or if there is no




                                       3


beneficiary designation in effect on the date of the Participant's death,
benefits will be payable to the Participant's surviving spouse or, in the
absence of such spouse, to the Participant's estate.

                                    Article 4

                                 Unfunded Plan

         The Plan is completely unfunded, and payment of benefits is supported
only by the general assets of each Company. This Plan is entirely separate from
the Savings and Investment Plan and participation in this Plan gives a
Participant no right to any funds or assets of the Savings and Investment Plan
or of the Company. The fact that contracts or certificates of the Company may be
distributed to recipients of benefits under the Savings and Investment Plan in
discharge of the Company's obligations thereunder shall in no way entitle a
Participant in this Plan to receive any such contract or certificate in
discharge of the Company's obligations hereunder.

                                    Article 5

                  Nontransferability of Participant's Interest

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

                                    Article 6

                                Effect of Taxes

         In making payments under this Plan, the Company shall withhold any
Federal, state or local income or other taxes it determines that it is legally
obligated to withhold. In the event the payments received by the Participant
result in greater tax burdens (whether income, estate or other tax burdens) than
they would if such payments had been able to be received under the Savings and
Investment Plan, the Company shall have no obligation to reimburse the
Participant for such greater tax burdens.



                                       4


                                    Article 7

                         Company Interpretation Binding

         In the event of a difference of opinion between a Participant and the
Company with respect to the meaning or application of the provisions of the
Plan, the Company's final interpretation shall be set forth in writing to the
Participant and shall be binding and conclusive.

                                    Article 8

                                 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 9

                       Amendment and Termination of Plan

         The Company reserves the right to amend or terminate this Plan
hereunder at any time without the consent of any Participant or of any other
person. However, any such amendment or termination will not affect adversely the
entitlement to benefits hereunder of any Participant or Participant receiving
benefits under the Plan or any successor plan at or prior to the time of such
amendment or termination or of an employee who is a Participant in the Savings
and Investment Plan at or prior to the time of such amendment or termination to
the extent such benefits are attributable to Company service prior to the date
of such amendment or termination.


____________________________________      METROPOLITAN LIFE INSURANCE COMPANY
Date

____________________________________      ____________________________________
Witness


____________________________________      TEXAS LIFE INSURANCE COMPANY
Date

____________________________________      ____________________________________
Witness


                                       5

                                AMENDMENT TO THE

                         METROPOLITAN LIFE SUPPLEMENTAL

                      AUXILIARY SAVINGS AND INVESTMENT PLAN


         The METROPOLITAN LIFE SUPPLEMENTAL AUXILIARY SAVINGS AND INVESTMENT
PLAN (the 'Plan') is hereby amended as follows:


         1. Article 3 is hereby amended by adding at the end thereof, the
following:

         'Notwithstanding any provision in this Plan to the contrary, no benefit
         shall be payable under this Plan with respect to any year in which a
         Participant defers compensation under the MetLife Deferred Compensation
         Plan for Officers, or any other plan under which employer matching
         contributions are made on account of deferred compensation. Except as
         provided in the preceding sentence, no similar benefit that is paid
         under this Plan shall be paid under any other deferred compensation
         plan(s) created by the Company or any of its affiliates,
         notwithstanding any provision in this Plan to the contrary.' 

         2. This Amendment shall become effective on January 1, 1998.


_________________________________    METROPOLITAN LIFE INSURANCE COMPANY
Date


_________________________________    ____________________________________
Witness







___________________________________  METLIFE CAPITAL CORPORATION
Date


___________________________________   ____________________________________
Witness



_________________________________    TEXAS LIFE INSURANCE COMPANY
Date


__________________________________   ____________________________________ 
Witness




                                       2