METROPOLITAN LIFE SEPARATE ACCOUNT E
N-4, EX-99.4(A), 2000-08-17
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<PAGE>

                                 [METLIFE LOGO]

                       Metropolitan Life Insurance Company
                   One Madison Avenue, New York, NY 10010-3690


-------------------------------------------------------------------------------
 Contractholder:

                                [A.B.C. Company]
-------------------------------------------------------------------------------
 Group Annuity Contract No:              Issue Date:

                [XXXXX]                            [Month/Day/Year]
-------------------------------------------------------------------------------

NOTICE: ANY PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT THAT ARE BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT ARE VARIABLE AND SPECIFIC DOLLAR
AMOUNTS ARE NOT GUARANTEED. THE DOLLAR AMOUNTS OF SUCH PAYMENTS AND VALUES WILL
INCREASE OR DECREASE, AS SET OUT IN THE CERTIFICATE, DEPENDING UPON THE
INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT.

In consideration of the Contractholder's payments under this Contract,

                       Metropolitan Life Insurance Company

                                 A Stock Company

                            (herein called "MetLife")

Agrees to make payments, and to pay annuities bought, under this Contract, in
accordance with and subject to its terms.

Therefore, the Contractholder and MetLife execute this Contract in duplicate to
take effect as of the Issue Date.

<TABLE>

<S>                                               <C>
                                                  Metropolitan Life Insurance Company

[A.B.C. Company]
------------------------------------------        /s/ Gwenn L. Carr               /s/ Robert H. Benmosche
                                                  Gwenn L. Carr                   Robert H. Benmosche
------------------------------------------        Vice-President and Secretary    Chairman of the Board, and
Signature                                                                         Chief Executive Officer

------------------------------------------
Title

------------------------------------------        ------------------------------------------
Witness                                           Registrar


------------------------------------------        ------------------------------------------
Date                                              Date

------------------------------------------        ------------------------------------------
City and State                                    City and State
</TABLE>

Group Annuity Contract
Deferred and Immediate Annuities
Accumulation Value
Non-Participating



Form G.2952A
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                                    CONTENTS

Section                                                                   Page

     1   Definitions.......................................................  2

     2   Annuities

         2.01 Purchase of Annuities........................................  3

         2.02 Report of Annuities..........................................  3

         2.03 Purchase Payments............................................  3

         2.04 Purchase of Annuity..........................................  3

         2.05 Annuity Certificates.........................................  3

         2.06 Death of Annuitant Before Annuity Commencement Date..........  4

         2.07 Surrender of Annuity Before Annuity Commencement Date........  4

         2.08 Proof that Annuitant is Alive on Annuity Commencement Date...  4

     3   General Provisions

         3.01 Participation; Dividends.....................................  5

         3.02 MetLife's Liability..........................................  5

         3.03 Misstatements................................................  5

         3.04 Changes by MetLife...........................................  5

         3.05 Discontinuance of Purchases..................................  5

         3.06 Communications; Payments to MetLife..........................  5

         3.07 Entire Contract..............................................  6

         3.08 Termination of Contract......................................  6

Table I  Annuity Purchase Rates............................................  7


<PAGE>

Section 1.  Definitions

      1.01  "Annuitant" means a person upon whose life a Certificate has been
            issued under this Contract.

      1.02  "Annuity" means an annuity payable under this Contract for which a
            Certificate has been issued.

      1.03  "Annuity Commencement Date" means the date as of which payment of an
            Annuity is to commence.

      1.04  "Business Day" means a day on which the Home Office of MetLife in
            New York, New York is open for business.

      1.05  "Certificate" means a certificate issued to the Owner of an Annuity
            pursuant to Section 2.05.

      1.06  "Discontinuance Date" means the date on and after which no further
            Purchase Payments will be made to MetLife under this Contract.

      1.07  "Owner" means the person so reported to MetLife at the date of
            purchase of the Certificate.

      1.08  "Purchase Date" means the date as of which MetLife receives the
            Purchase Payment for an annuity purchased under this Contract or
            such other date MetLife agrees to.

      1.09  "Purchase Payment" means an amount paid to MetLife to purchase an
            Annuity under this Contract.



                                       2
Form G.2952A
<PAGE>

Section 2  Annuities

      2.01  Purchase of Annuities

            Annuities may be purchased under this Contract prior to the
            Discontinuance Date.

      2.02  Report of Annuities

            For each Annuity purchased under this Contract the purchaser will
            report the following information to MetLife:

            (a)   The name, sex (if relevant), date of birth, social security
                  number, and state of residence of the Annuitant and the name
                  of the beneficiary, if any.

            (b)   The name, address and social security number of the Owner.

            (c)   The Annuity Commencement Date if relevant to the form of
                  annuity purchased. This must be a date after MetLife receives
                  the report. If MetLife receives the report less than thirty
                  one days before the date reported as the Annuity Commencement
                  Date, MetLife will have the right to make the Annuity
                  Commencement Date thirty days from the date MetLife receives
                  the report.

            (d)   The form of each  annuity  to be  purchased.  Such form will
                  be any form which MetLife is willing to provide.

      2.03  Purchase Payments

            The Purchase Payment for each annuity will accompany each report
            made under Section 2.02 unless MetLife agrees otherwise, MetLife
            need not accept any Purchase Payment of less than [$5,000.00] for
            Annuity or any Purchase Payments that will cause the total of all
            Purchase Payments accepted with respect to any Owner or Annuitant to
            exceed [$500,000.00]. MetLife will have no liability with respect to
            any Annuity until it accepts the Purchase Payment unless MetLife
            agrees otherwise.

      2.04  Purchase of Annuity

            On the Purchase Date MetLife will determine the monthly rate of the
            Annuity (if relevant) by applying the annuity purchase rates in
            Table I. However, if on the Purchase Date MetLife has in effect more
            favorable rates for the purchase of annuities under contracts in the
            class to which this Contract belongs, then such more favorable rates
            will be applicable.

      2.05  Annuity Certificates

            MetLife will issue to the Owner of an Annuity purchased under this
            Contract a Certificate describing the benefits provided thereunder.



                                       3
Form G.2952A
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      2.06  Death of Annuitant Before Annuity Commencement Date

            If the Annuitant dies before the Annuity Commencement Date MetLife
            will have no further liability except as may be provided by the form
            of the Annuity purchased or as may be agreed by MetLife when the
            Annuity is purchased.

      2.07  Surrender of Annuity Before Annuity Commencement Date

            No annuity will have any cash surrender value before the Annuity
            Commencement Date except as may be provided by the form of Annuity
            purchased or as may be agreed by MetLife when the Annuity is
            purchased.

      2.08  Proof that Annuitant is Alive on Annuity Commencement Date

            If requested by MetLife, satisfactory proof must be furnished to
            MetLife that an Annuitant was alive on the Annuity Commencement Date
            or his or her death before the Annuity Commencement Date will be
            conclusively presumed.




                                       4
Form G.2952A
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Section 3   General Provisions

      3.01  Participation; Dividends

            No dividends will be payable under this Contract.

      3.02  MetLife's Liability

            MetLife's only liability with respect to the payment of benefits
            under this Contract is to make the payments provided in the
            Certificates issued hereunder. The liability to make such payments
            is that of MetLife and not of the Contractholder.

      3.03  Misstatements

            If the age or sex (if relevant) or any other relevant fact relating
            to any individual is found to be misstated, MetLife will not pay a
            greater amount of annuity than that provided by the actual Purchase
            Payment and the correct information. Any overpayment of annuity
            will, together with interest, be deducted from future annuity
            payments. Any adjustment due to an underpayment of an annuity will,
            together with interest, be paid immediately upon receipt of the
            corrected information. The interest rate will be that used to
            determine the monthly rate of annuity.

      3.04  Changes by MetLife

            MetLife reserves the right to change any of the following items one
            year from the Issue Date and at any time thereafter:

            (a)  The annuity purchase rates in effect under this Contract set
                 forth in Table I.

            (b)  The amount of the minimum or maximum Purchase Payments.

            MetLife will give the Contractholder notice of any such change not
            less than 90 days before its effective date. No such change in any
            of the foregoing items will be made effective earlier than one year
            after the effective date of any such previous change in that item.

            No such change will affect Certificates purchased before the
            effective date of such change.

      3.05  Discontinuance of Purchases

            MetLife has the right at any time to notify the Contractholder that
            no further purchases may be made under this Contract on or after the
            date specified in the notice. That date will be at least 90 days
            after the date the notice is given.

      3.06  Communications; Payments to MetLife

            All communications provided for in this Contract will be in writing
            unless MetLife otherwise agrees in writing. For this purpose,
            MetLife's address is its Home Office at One Madison Avenue, New
            York, New York 10010, and the Contractholder's address will be that
            which it designates to MetLife.



                                       5
Form G.2952A
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            All payments to MetLife in accordance with this Contract are payable
            to MetLife at its Home Office or such other office or offices which
            MetLife may designate.

            Any communication that may be made by the Contractholder may instead
            be made by a party or parties designated by the Contractholder for
            such purpose.

      3.07  Entire Contract

            This Contract is the entire contract between the parties. Any
            Contractholder statements will be deemed representations and not
            warranties. No agent, broker or other person, except an authorized
            officer of MetLife, may make or change any contract or certificates
            on behalf of MetLife. Any amendment, modification or waiver of any
            provision of this Contract will be in writing and may be made
            effective on behalf of MetLife only by an authorized officer of
            MetLife.

      3.08  Termination of Contract

            This Contract will terminate upon MetLife and the Contractholder's
            fulfillment of all their duties and obligations arising under this
            Contract.







                                       6
Form G.2952A
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[Table I.   Annuity Purchase Rates

            Deferred Fixed Annuity - Term Certain and Life Annuity

            Under this form annuity payments are payable monthly from the
            Annuity Commencement Date, if the Annuitant is then living, to the
            date of the last payment before the later of (i) the Annuitant's
            death and (ii) the expiration of the term certain period that
            commences on the Annuity Commencement Date. Annuity payments payable
            during the Annuitant's lifetime are payable to the Annuitant unless
            the Owner directs MetLife otherwise; any annuity payments payable
            after the Annuitant's death are payable to the designated
            beneficiary.

                              Purchase Payments per $1.00 of Monthly Annuity
            Integral Years    Payment if the Annuity Commencement Date is the
            from Purchase     Annuitant's 65 Birthday and if the Term Certain
            to Commencement   Period is:
                                  5 Years     10 Years   20 Years
            15                   $102.36     $105.83      $120.60
            10                    119.98      124.34       142.57
            5                     140.53      145.99       168.48
                                                                      Edition B
                                                                       (Unisex)

            This actuarial basis for the rates shown above are: Group
            66-Population Y-8D with 175% of Scale D, Unisex Adjusted and with
            interest at 3% and loaded 5%.

            On request MetLife will furnish Purchase Payments for other forms of
            annuity, for annuities that provide benefits in event of the
            Annuitant's death and/or surrender values before the Annuity
            Commencement Date, and for ages or durations not shown above.]





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Form G.2952A


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