PARTICIPATION AGREEMENT

                                      Among

                         METROPOLITAN SERIES FUND, INC.

                       METROPOLITAN LIFE INSURANCE COMPANY

                                       and

                METLIFE INVESTORS INSURANCE COMPANY OF CALIFORNIA



         AGREEMENT,  made and entered into as of the1st day of May,  2000 by and

among METROPOLITAN  SERIES FUND, INC, a corporation  organized under the laws of

the State of Maryland  (the  "Fund"),  METLIFE  INVESTORS  INSURANCE  COMPANY OF

CALIFORNIA (the "Company") on its own behalf and on behalf of MetLife  Investors

Variable  Annuity Account Five and any current or future separate  account which

invests in the Fund (each an "Account"),  each a separate account of the Company

and METROPOLITAN LIFE INSURANCE COMPANY  ("MetLife"),  the investment adviser of

and principal underwriter of the Fund.



         WHEREAS,  the Fund is registered as an open-end  management  investment

company  under the  Investment  Company Act of 1940, as amended (the "1940 Act")

and its shares  are  registered  under the  Securities  Act of 1933,  as amended

(hereinafter the "1933 Act"); and



         WHEREAS,  the Fund serves as an investment vehicle underlying  variable

life insurance policies and variable annuity contracts (collectively,  "Variable

Insurance  Products")  offered by  MetLife  and its  affiliates  ("Participating

Insurance Companies"); and



         WHEREAS,  the  beneficial  interest in the Fund is divided into several

series of  shares,  each  representing  the  interest  in a  particular  managed

portfolio of securities and other assets; and



         WHEREAS,  the  Fund has  obtained  an order  from  the  Securities  and

Exchange  Commission  ("SEC")  granting  Participating  Insurance  Companies and

variable annuity and variable life insurance  separate accounts  exemptions from

certain provisions of the 1940 Act and certain rules and regulations thereunder,

to the extent  necessary to permit  shares of the Fund to be sold to and held by

both  variable  annuity  and  variable  life  insurance   separate  accounts  of

affiliated life insurance companies (hereinafter the "Exemptive Order"); and



         WHEREAS,  MetLife acts as the  investment  adviser to all of the Series

and is registered as an investment adviser under the Investment  Advisers Act of

1940, as amended; and



         WHEREAS,  the Company has registered or will register  interests in the

Accounts  which fund certain  variable life and/or  variable  annuity  contracts

under the 1933 Act; if required, and



         WHEREAS,  the Company has registered or will register each Account as a

unit investment trust under the 1940 Act, if required; and



         WHEREAS,  MetLife is  registered  as a broker dealer with the SEC under

the  Securities  Exchange Act of 1934,  as amended  (the "1934  Act"),  and is a

member in good standing of the National Association of Securities Dealers,  Inc.

(the "NASD"); and



         WHEREAS,  to the extent  permitted  by  applicable  insurance  laws and

regulations,  the Company  intends to purchase  shares of certain  series of the

Fund  ("Series")  on behalf of each  Account to fund certain  variable  life and

variable  annuity  contracts  (each, a "Contract")  and MetLife is authorized to

sell such shares to each Account at net asset value;



         NOW, THEREFORE, in consideration of their mutual promises, the Company,

the Fund and MetLife agree as follows:



1.       Sale of Fund Shares.

         -------------------



1.1  Subject to the terms of the  Distribution  Agreement in effect from time to

     time  between the Fund and MetLife,  MetLife  agrees to sell to the Company

     those  shares of each Series  which each  Account  orders,  executing  such

     orders on a daily basis at the net asset value next computed  after receipt

     by the Fund or its  designee  of the order for the shares of the Fund.  For

     purposes of this Section 1.1, the Company is the Fund's designee. "Business

     Day" shall mean any day on which the New York  Stock  Exchange  is open for

     trading and on which the Fund  calculates  the net asset value of shares of

     the  Series.  The  Company  shall use  commercially  reasonable  efforts to

     communicate  notice of orders for the  purchase of shares of each Series to

     the Fund's custodian by 10:00 a.m.  Eastern time on the following  business

     day (the "Next Business Day"),  and the Company and the Fund shall each use

     commercially reasonable efforts to wire (or cause to be wired) funds to the

     other,  for the  purpose  of  settling  net  purchase  orders  or orders of

     redemption, by 3:00 p.m. of the Next Business Day.



1.2  The Fund agrees to make its shares available for purchase at the applicable

     net asset value per share by the Company and its  Accounts on those days on

     which the Fund  calculates  its net  asset  value.  The Fund  agrees to use

     reasonable  efforts to calculate such net asset value on each day which the

     New York Stock Exchange is open for trading. Notwithstanding the foregoing,

     the  Board  of  Directors  of the  Fund  (hereinafter  the  "Board"  or the

     "Directors")  may  refuse to sell  shares of any Series to any  person,  or

     suspend or terminate  the offering of shares of any Series,  if such action

     is required by law or by regulatory  authorities having jurisdiction or is,

     in the sole  discretion of the Directors  acting in good faith and in light

     of their fiduciary  duties under federal and any applicable  state laws, in

     the best interests of the shareholders of such Series.



1.3  The Fund and  MetLife  agree  that  shares of the Fund will be sold only to

     Participating  Insurance Companies and their separate accounts, or to other

     purchasers of the kind specified in Treas.  Reg. Section 1.817-5 (f)(3) (or

     any successor regulation) as from time to time in effect.



1.4  The Fund agrees to redeem, on the Company's request, any full or fractional

     shares of the Fund held by the Company,  executing such requests on a daily

     basis at the net asset value next computed after receipt by the Fund or its

     designee of the request for redemption.



1.5  The Company  agrees that all purchases and  redemptions by it of the shares

     of each  Series  will be in  accordance  with  the  provisions  of the then

     current prospectus and statement of additional  information of the Fund for

     the respective  Series and in accordance with any procedures that the Fund,

     MetLife  or the  Fund's  transfer  agent  may  have  established  governing

     purchases and redemptions of shares of the Series generally.

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