dated as of



                                 April 25, 2000



                                      among



                       METROPOLITAN LIFE INSURANCE COMPANY

                             METLIFE FUNDING, INC.,

                                  as Borrowers



                            The LENDERS Party Hereto



                           CREDIT SUISSE FIRST BOSTON,

                      as Syndication Agent and Co-Arranger



                                 CITIBANK, N.A.

                              THE BANK OF NEW YORK,

                             as Documentation Agents



                                       and



                            THE CHASE MANHATTAN BANK,

                             as Administrative Agent



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



                                 $1,000,000,000

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





                             CHASE SECURITIES INC.,

                   as Advisor, Lead Arranger and Book Manager





================================================================================

{PAGE}   2

                  SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as

of April 25, 2000 (the "Restatement Date") among:



                  METROPOLITAN LIFE INSURANCE COMPANY (the "Company");



                  METLIFE FUNDING, INC. ("Funding") and together with the

         Company, the "Borrowers");



                  each of the banks and other financial institutions that is a

         signatory hereto (individually, a "Lender" and, collectively, the

         "Lenders"); and



                  THE CHASE MANHATTAN BANK, as administrative agent for the

         Lenders (in such capacity, together with its successors in such

         capacity, the "Administrative Agent").





                              W I T N E S S E T H:



                  WHEREAS, the Borrowers, certain of the Lenders and the

Administrative Agent are party to an Amended and Restated 364-Day Credit

Agreement dated as of April 26, 1999 (the "Existing Credit Agreement") providing

for the making of loans by the Lenders party thereto to the Borrowers in an

aggregate principal amount up to $1,000,000,000 (as the same may be increased

pursuant to Section 2.19 thereof);



                  WHEREAS, the parties hereto desire to amend in certain

respects and restate in its entirety the Existing Credit Agreement;



                  NOW, THEREFORE, the parties hereto agree to amend the Existing

Credit Agreement as set forth in Section 2 hereof and to restate the Existing

Credit Agreement to read in its entirety as set forth in the Existing Credit

Agreement (which Existing Credit Agreement is incorporated herein by this

reference), as amended by the amendments set forth in Section 2 hereof:



                  Section 1.  Definitions.  Capitalized terms used but not

otherwise defined herein have the meanings given them in the Existing Credit

Agreement.



                  Section 2. Amendments.  Subject to the satisfaction of the

conditions specified in Section 4 hereof, but with effect on and after the

Restatement Date, the Existing Credit Agreement shall be amended as follows:



                           2.01. General. Each reference to the "Credit

         Agreement" and words of similar import in the Existing Credit

         Agreement, as amended and restated hereby shall be a reference to the

         Existing Credit Agreement as amended and restated hereby and as the







              Second Amended and Restated 364-Day Credit Agreement

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

{PAGE}   3

                                      -2-





         same may be further amended, supplemented and otherwise modified and in

         effect from time to time.



                           2.02.  Definitions.



                           (a) Section 1.01 of the Existing Credit Agreement

         shall be amended by amending and restating the following definition as

         follows:



                           "Maturity Date" means April 24, 2001, as such date

                  may be extended pursuant to Section 2.18 hereof.



                           (b) Section 1.01 of the Existing Credit Agreement

         shall be amended by adding the following definitions:



                           "Adjusted Statutory Surplus" means, at any time, the

                  sum of (i) Statutory Surplus (calculated in accordance with

                  the NAIC Statements, page 3, column 1, line 38) plus (ii)

                  Asset Valuation Reserve (calculated in accordance with the

                  NAIC Statements, page 3, column 1, line 24.1).



                           "MetLife" means MetLife, Inc., a Delaware

                  corporation.





                           "Second Restatement Effective Date" means the date

                  upon which the conditions specified in Section 4 of this

                  Second Amended and Restated 364-Day Credit Agreement shall

                  have been satisfied.



                           "Structured Transaction Liens" means Liens granted by

                  the Company to (A) a 99%-owned Subsidiary (the "Relevant

                  Subsidiary") in connection with a structured private

                  investment transaction entered into in September 1999 (the

                  "Structured Transaction") where (i) in connection with such

                  transaction, such Liens are assigned to a special purpose

                  Subsidiary of the Company (the "SPV") in which the Company is

                  the holder of all outstanding obligations (other than ordinary

                  course administrative expenses and common equity interests)

                  and (ii) the assets covered by such Liens consist solely of

                  the rights of the Company against the SPV; and (B) the SPV in

                  connection with the Structured Transaction which are

                  subordinated to, and exercisable only after, the Liens

                  described in the preceding clause (A) and which cover only the

                  assets covered by the Liens described in said clause (A).



                           2.03.  Amendment of Section 5.01(a).  Section 5.01(a)

         of the Existing Credit Agreement shall be amended to read in its

         entirety as follows:



                           " (a) (i) as soon as available, but not later than

         120 days after the end of each fiscal year of MetLife, copies of

         MetLife's annual report on Form 10-K as filed with the SEC for such

         fiscal year; and (ii) as soon as available, but not later than 45 days

         after the end of each of the first three fiscal quarters of each fiscal

         year of MetLife, copies of MetLife's quarterly report on Form 10-Q as

         filed with the SEC for such fiscal quarter, in







              Second Amended and Restated 364-Day Credit Agreement

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

{PAGE}   4

                                      -3-





         each case certified by an appropriate Financial Officer as being the

         complete and correct copies of the statements on such forms furnished

         by MetLife to the SEC;".



                           2.04. Amendment of Section 6.01. Section 6.01 of the

         Existing Credit Agreement shall be amended by re-lettering clauses (g),

         (h), (i), (j) and (k) as clauses (h), (i), (j), (k) and (l)

         respectively, and adding the following new clause (g) immediately

         following clause (f):

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