METLIFE INC - MET Annual Report (10-K) EXHIBIT 10.33

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The following is an excerpt from a 10-K SEC Filing, filed by METLIFE INC on 3/19/2003.

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METLIFE INC - 10-K - 20030319 - EXHIBIT_10

EXHIBIT 10.33

AMENDMENT TO THE
METROPOLITAN LIFE AUXILIARY
SAVINGS AND INVESTMENT PLAN

1. The preamble to the Plan is hereby amended as follows:

"Metropolitan Life Insurance Company and Texas Life Insurance Company heretofore participated in the Metropolitan Life Auxiliary Savings and Investment Plan.

Metropolitan Property and Casualty Insurance Company, MetLife Credit Corp., MetLife Funding, Inc., and Edison Supply & Distribution, Inc. heretofore participated in the Auxiliary Savings and Investment Plan for Participating Metropolitan Affiliates.

The Metropolitan Life Auxiliary Savings and Investment Plan and the Auxiliary Savings and Investment Plan for Participating Metropolitan Affiliates were merged and became known as the Metropolitan Life Auxiliary Savings and Investment Plan, effective January 1, 2003.

Metropolitan Life Insurance Company, with respect to its own employees, and Metropolitan Property and Casualty Insurance Company, MetLife Credit Corp., MetLife Funding, Inc., MetLife Group, Inc., Texas Life Insurance Company and Edison Supply and Distribution, Inc., for whom all obligations under this Plan for their respective employees are assumed by Metropolitan Life Insurance Company, hereby adopt the Metropolitan Life Auxiliary Savings and Investment Plan (the Plan), effective January 1, 2003."

2. Article 2 of the Plan is hereby amended to provide as follows:

"Article 2 - Participation

Each employee of Metropolitan Life Insurance Company, Metropolitan Property and Casualty Insurance Company, MetLife Credit Corp., MetLife Funding, Inc., MetLife Group, Inc., Texas Life Insurance Company and Edison Supply and Distribution, Inc. participating in the Savings and Investment Plan whose Company contributions are reduced because of the application of (i) section 415 of the Internal Revenue Code and/or (ii) section 401(a)(17) of the Internal Revenue Code shall be a Participant in this Plan."

3. Article 3 of this Plan is hereby amended by adding the following at the end thereof: "In the event that a Participant of the Metropolitan Life Retirement Plan for United States Employees ("Retirement Plan") directs his or her accrued Personal Retirement Account ("PRA") benefit under the Retirement Plan to be transferred to the Savings and Investment Plan and the Participant has a vested account balance under this Plan, then such Participant's accrued PRA benefit under the MetLife Auxiliary Pension Plan will be transferred to this Plan and will be payable in accordance with the terms of this Plan."

4. Article 7 of this Plan is hereby amended as follows:

"Article 7 - Plan Administrator's Interpretation Binding

Metropolitan Life Insurance Company shall be the Plan Administrator with respect to this Plan. The Plan Administrator is empowered to take all actions it deems appropriate in administering this Plan. The Plan Administrator will develop, and distribute on request by a Plan Participant, claim procedures for

obtaining benefits under this plan. These procedures will comply with applicable ERISA regulations.

In the event of a difference of opinion between a Participant and the Plan Administrator with respect to the meaning or application of the provisions of the Plan, the Plan Administrator's final interpretation shall be set forth in writing to the Participant and shall be binding and conclusive. However, once a Change of Control (as defined in Article 10) has occurred, this Article 7 shall no longer apply to differences of opinion between the Plan Administrator and a Participant regarding the application of Article 10 of this Plan to a Participant or with regard to any rights or benefits protected under Article 10 of this Plan or otherwise accrued prior to the Change of Control including the vesting thereof."

5. Article 9 of the Plan is hereby amended as follows:

"Article 9 - Amendment and Termination of Plan

Plan benefits for active Plan Participants and former Plan Participants by ten million dollars or more in the aggregate, as determined in good faith by the Plan Administrator, shall take effect as to each Company that authorizes or ratifies such amendment or group of amendments (as the case may be) in the manner set forth in clause (a) or (b) below:

(a) With respect to Metropolitan Life Insurance Company, the action is authorized or ratified by the Board of Directors of Metropolitan Life Insurance Company; and

(b) With respect to any Company other than Metropolitan Life Insurance Company, the action is authorized or ratified by an authorized officer of such Company.

9.2 Effect of Change of Control on Power to Amend or Terminate Plan.

Notwithstanding the provisions of Section 9.1 above, or any other provision of this plan, on or after a Change of Control (as defined in Article 10), amendments can no longer be made to Article 7, Section 9.2 of Article 9 or Article 10 of this Plan; and

Participants who:

(i) accrued rights or benefits under this Plan prior to a Change of Control (as defined in Article 10), and,

(ii) whose rights or benefits are not vested at the time of the Change of Control

cannot have the vesting schedule under Section 3.2, applicable on the day prior to the Change of Control, amended with regard to such rights or benefits, and cannot

forfeit, or be deprived of, their right to vest in these accrued benefits due to any amendment or termination of this Plan."

9.3 Termination of Plan. The Company reserves the right to terminate this Plan hereunder at any time without the consent of any Participant or of any other person. However, any such 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 termination or of an employee who is a Participant in the Savings and Investment Plan at or prior to the time of such termination to the extent such benefits are attributable to Company service prior to the date of such termination."

6. The following new article is hereby added at the end of the Plan. Article 10 of the Plan hereby provides as follows:

"Article 10. Change of Control

10.1. Definitions.

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

(i) any Person acquires "beneficial ownership" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, of securities of the Corporation representing 25% or more of the combined Voting Power of the Corporation's securities;

(ii) within any 24-month period, the persons who were directors of the Corporation at the beginning of such period (the

"Incumbent Directors") shall cease to constitute at least a majority of the Board of Directors of the Corporation (the "Board") or the board of directors of any successor to the Corporation; provided, however, that any director elected or nominated for election to the Board by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this Section 8.1(a)(ii);

(iii) the stockholders of the Corporation approve a merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the assets of the Corporation which is consummated (a "Corporate Event"), and immediately following the consummation of which the stockholders of the Corporation immediately prior to such Corporate Event do not hold, directly or indirectly, a majority of the Voting Power of (A) in the case of a merger or consolidation, the surviving or resulting corporation, (B) in the case of a share exchange, the acquiring corporation, or
(C) 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 Corporation immediately prior to such Corporate Event; or

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

(b) Corporation. For the Purposes of this Article, "Corporation" means MetLife, Inc.

(c) Person. For purposes of the definition of Change of Control, "Person" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act, as supplemented by Section 13(d)(3) of the Exchange Act, and shall include any group (within the meaning of Rule 13d-5(b) under the Exchange Act); provided, however, that "Person" shall not include (A) the Corporation or any Affiliate, (B) the MetLife Policyholder Trust (or any person(s) who would otherwise be described herein solely by reason of having the power to control the voting of the shares held by that trust), or (C) any employee benefit plan (including an employee stock ownership plan) sponsored by the Corporation, Company or any Affiliate.

(d) Voting Power. For purposes of the definition of Change of Control, "Voting Power" shall mean such number of Voting Securities as shall enable the holders thereof to cast all the votes which could be cast in an annual election of directors of a company, and "Voting Securities" shall mean all securities entitling the holders thereof to vote in an annual election of directors of a company.

(e) Affiliate. For the purposes of this article, 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 Corporation.

(f) Cause. For the purposes of this article, "Cause" means either:

(i) the Participant's conviction or plea of nolo contendere to a felony, or,

(ii) any act or acts of dishonesty or gross misconduct on the Participant's part which results or is intended to result in material damage to the business or reputation of MetLife.

(g) Good Reason. For the purposes of this article, "Good Reason" means any of:

(i) any reduction by the Corporation or an Affiliate in the Participant's base salary rate below the rate in effect immediately before the Change of Control;

(ii) any relocation by the Corporation or an Affiliate of the Participant's usual base work location to any other office or location more than 50 miles from the Participant's usual base work location immediately prior to a Change of Control, except for travel reasonably required in the performance of the Participant's responsibilities;

(iii) if the Participant is a party to an Employment Continuation Agreement with the Corporation or an Affiliate, any circumstance or occurrence constituting "Good Reason" under that Employment Continuation Agreement;

(iv) the failure of the Corporation or an Affiliate to pay the Employee's base salary or employee benefits as required by law.

10.2. Vesting and Other Rights on and After a Change of Control Subject to Conditions

In the event that:

(a) there is a Change of Control as defined in Section 10.1(a) of this Article, and,

(b) on the date of the Change of Control or on a date before the second anniversary of the Change of Control, a Participant in this Plan:

(i) is involuntarily terminated from employment by the Corporation or any Affiliate (other than directly in connection with a transfer of employment to or from the Corporation or any Affiliate) without Cause,

(ii) voluntarily terminates employment with the Corporation or any Affiliate for Good Reason,

then the Participant's benefits and rights accrued as of the Change of Control in each, the Savings and Investment Plan and this Plan, will vest immediately under this Plan, notwithstanding any other provision of the Savings and Investment Plan or this Plan, or any amendment or termination of this Plan taking place on or after a Change of Control.

These account balances will be paid under this Plan according to the ordinary distribution rules of this Plan. The ordinary distribution rules of this Plan are described in Article 3 as it existed immediately prior to the Change of Control."

7.       This amendment is effective January 1, 2003.

__________________                           METROPOLITAN LIFE INSURANCE
COMPANY
Date

__________________                           ___________________________________
Witness

                                             METROPOLITAN PROPERTY AND CASUALTY
__________________                           INSURANCE COMPANY
Date

__________________                           ___________________________________
Witness

__________________                           METLIFE CREDIT CORP.
Date

__________________                           ___________________________________
Witness

__________________                           METLIFE FUNDING, INC.
Date

__________________                           ___________________________________
Witness

__________________                           METLIFE GROUP, INC.
Date

                                       10

__________________                           ___________________________________
Witness

__________________                           TEXAS LIFE INSURANCE COMPANY
Date

__________________                           ___________________________________
Witness

__________________                           EDISON SUPPLY & DISTRIBUTION, INC.
Date

__________________                           ___________________________________
Witness

EXHIBIT 10.37

AMENDMENT TO THE
METROPOLITAN LIFE SUPPLEMENTAL
AUXILIARY SAVINGS AND INVESTMENT PLAN

1. The preamble to the Plan is hereby amended as follows:

"Metropolitan Life Insurance Company and Texas Life Insurance Company heretofore participated in the Metropolitan Life Supplemental Auxiliary Savings and Investment Plan.

Metropolitan Property and Casualty Insurance Company, MetLife Credit Corp., MetLife Funding, Inc., and Edison Supply & Distribution, Inc. heretofore participated in the Supplemental Auxiliary Savings and Investment Plan for Participating Metropolitan Affiliates.

The Metropolitan Life Supplemental Auxiliary Savings and Investment Plan and the Supplemental Auxiliary Savings and Investment Plan for Participating Metropolitan Affiliates were merged and became known as the Metropolitan Life Supplemental Auxiliary Savings and Investment Plan, effective January 1, 2003.

Metropolitan Life Insurance Company, with respect to its own employees, and Metropolitan Property and Casualty Insurance Company, MetLife Credit Corp., MetLife Funding, Inc., MetLife Group, Inc., Texas Life Insurance Company and Edison Supply and Distribution, Inc., for whom all obligations under this Plan for their respective employees are assumed by Metropolitan Life Insurance Company, hereby adopt the Metropolitan Life Supplemental Auxiliary Savings and Investment Plan (the Plan), effective January 1, 2003."

2. Article 2 of the Plan is hereby amended to provide as follows:

"Article 2 - Participation

Each employee of Metropolitan Life Insurance Company, Metropolitan Property and Casualty Insurance Company, MetLife Credit Corp., MetLife Funding, Inc., MetLife Group, Inc., Texas Life Insurance Company and Edison Supply and Distribution, Inc. participating in the Savings and Investment Plan 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."

3. Article 7 of this Plan is hereby amended as follows:

"Article 7 - Plan Administrator's Interpretation Binding

regarding the application of Article 10 of this Plan to a Participant or with regard to any rights or benefits protected under Article 10 of this Plan or otherwise accrued prior to the Change of Control including the vesting thereof."

4. Article 9 of the Plan is hereby amended as follows:

"Article 9 - Amendment and Termination of Plan

9.1 Amendment of Plan. The Plan Administrator reserves the right to amend this Plan on behalf of the Company, without the consent of any Participant or of any other person. However, any such amendment 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 of an employee who is a Participant in the Savings and Investment Plan at or prior to the time of such amendment to the extent such benefits are attributable to Company service prior to the date of such amendment. Notwithstanding the above, any amendment or group of amendments made effective on the same date, which would increase or decrease the annual cost of Plan benefits for active Plan Participants and former Plan Participants by ten million dollars or more in the aggregate, as determined in good faith by the Plan Administrator, shall take effect as to each Company that authorizes or ratifies such amendment or group of amendments (as the case may be) in the manner set forth in clause
(a) or (b) below:

(a) With respect to Metropolitan Life Insurance Company, the action is authorized or ratified by the Board of Directors of Metropolitan Life Insurance Company; and

(b) With respect to any Company other than Metropolitan Life Insurance Company, the action is authorized or ratified by an authorized officer of such Company.

9.2 Effect of Change of Control on Power to Amend or Terminate Plan. Notwithstanding the provisions of Section 9.1 above, or any other provision of this plan, on or after a Change of Control (as defined in Article 10), amendments can no longer be made to Article 7, Section 9.2 of Article 9 or Article 10 of this Plan; and

Participants who:

(i) accrued rights or benefits under this Plan prior to a Change of Control (as defined in Article 10), and,

(ii) whose rights or benefits are not vested at the time of the Change of Control

cannot have the vesting schedule, applicable on the day prior to the Change of Control, amended with regard to such rights or benefits, and cannot forfeit, or be deprived of, their right to vest in these accrued benefits due to any amendment or termination of this Plan."

the time of such termination to the extent such benefits are attributable to Company service prior to the date of such termination."

5. The following new article is hereby added at the end of the Plan. Article 10 of the Plan hereby provides as follows:

"Article 10. Change of Control

10.1. Definitions.

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

(ii) within any 24-month period, the persons who were directors of the Corporation at the beginning of such period (the "Incumbent Directors") shall cease to constitute at least a majority of the Board of Directors of the Corporation (the "Board") or the board of directors of any successor to the Corporation; provided, however, that any director elected or nominated for election to the Board by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this
Section 8.1(a)(ii);

(iii) the stockholders of the Corporation approve a merger, consolidation, share exchange, division, sale or other disposition of all or

substantially all of the assets of the Corporation which is consummated (a "Corporate Event"), and immediately following the consummation of which the stockholders of the Corporation immediately prior to such Corporate Event do not hold, directly or indirectly, a majority of the Voting Power of (A) in the case of a merger or consolidation, the surviving or resulting corporation, (B) in the case of a share exchange, the acquiring corporation, or (C) 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 Corporation immediately prior to such Corporate Event; or

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

(b) Corporation. For the Purposes of this Article, "Corporation" means MetLife, Inc.

voting of the shares held by that trust), or (C) any employee benefit plan (including an employee stock ownership plan) sponsored by the Corporation, Company or any Affiliate.

(f) Cause. For the purposes of this article, "Cause" means either:

(i) the Participant's conviction or plea of nolo contendere to a felony, or,

(ii) any act or acts of dishonesty or gross misconduct on the Participant's part which results or is intended to result in material damage to the business or reputation of MetLife.

(g) Good Reason. For the purposes of this article, "Good Reason" means any of:

(i) any reduction by the Corporation or an Affiliate in the Participant's base salary rate below the rate in effect immediately before the Change of Control;

(iv) the failure of the Corporation or an Affiliate to pay the Employee's base salary or employee benefits as required by law.

10.2. Vesting and Other Rights on and After a Change of Control Subject to Conditions

In the event that:

(a) there is a Change of Control as defined in Section 10.1(a) of this Article, and,

(b) on the date of the Change of Control or on a date before the second anniversary of the Change of Control, a Participant in this Plan:

(ii) voluntarily terminates employment with the Corporation or any Affiliate for Good Reason,

6.       This amendment is effective January 1, 2003.

__________________                           METROPOLITAN LIFE INSURANCE COMPANY
Date

__________________                           ___________________________________
Witness

__________________                           TEXAS LIFE INSURANCE COMPANY
Date

__________________                           ___________________________________
Witness

                                       9

                                             METROPOLITAN PROPERTY AND CASUALTY
__________________                           INSURANCE COMPANY
Date

__________________                           ___________________________________
Witness

__________________                           METLIFE CREDIT CORP.
Date

__________________                           ___________________________________
Witness

__________________                           METLIFE FUNDING, INC.
Date

__________________                           ___________________________________
Witness

                                       10

__________________                           METLIFE GROUP, INC.
Date

__________________                           ___________________________________
Witness

__________________                           EDISON SUPPLY & DISTRIBUTION, INC.
Date

__________________                           ___________________________________
Witness

EXHIBIT 10.38

AMENDMENT TO THE
METROPOLITAN LIFE SUPPLEMENTAL
AUXILIARY SAVINGS AND INVESTMENT PLAN

The METROPOLITAN LIFE SUPPLEMENTAL AUXILIARY SAVINGS AND INVESTMENT

PLAN ("Plan") is hereby amended as follows:

1. The first paragraph of the Plan is hereby amended as follows:
"Metropolitan Life Insurance Company and Texas Life Insurance Company, with respect to its own employees, and MetLife Group, Inc., for whom all obligations under this Plan for its employees are allocated between Metropolitan Life Insurance Company and MetLife Group, Inc. in the manner agreed between such parties, hereby continue in force and effect, as restated and amended by this instrument, effective January 1, 2003, the Metropolitan Life Supplemental Auxiliary Savings and Investment Plan (the Plan), which was first established effective January 1, 1996."

2. This amendment is effective January 1, 2003.

METROPOLITAN LIFE INSURANCE COMPANY

Date

__________________                           ___________________________________
Witness

                                             METLIFE GROUP, INC.
Date

__________________                           ___________________________________
Witness

__________________                           TEXAS LIFE INSURANCE COMPANY
Date

__________________                           ___________________________________
Witness

2.

EXHIBIT 10.48

DANIEL CAVANAGH

AMENDED AND RESTATED
EMPLOYMENT CONTINUATION AGREEMENT

DATED NOVEMBER 30, 2001

METLIFE, INC.

AMENDED AND RESTATED EMPLOYMENT CONTINUATION AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT between METLIFE, INC., a Delaware corporation (the "Company"), and Daniel Cavanagh (the "Executive"), dated as of this 30th day of November, 2001.

W I T N E S S E T H :

WHEREAS, the Company or an Affiliate has employed the Executive in an officer position and has determined that the Executive holds a critical position with the Company or an Affiliate;

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 shareholders;

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

WHEREAS, the Company desires to assure itself or its Affiliate 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 the Executive's position without undue distraction and to exercise judgment without bias due to personal circumstances;

WHEREAS, to achieve these objectives, the Company and the Executive desire to enter into an agreement providing the Company and the Executive with certain rights and obligations upon the occurrence of a Change of Control (as so defined);

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is hereby agreed by and between the Company and the Executive as follows:

1. Operation of Agreement. (a) Term. The initial term of this Agreement shall commence on the date hereof and continue until the third anniversary of the date hereof. 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 the Executive does not want the term to be so extended; provided, however, that, the Company may not deliver a notice of nonrenewal after 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 third 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 Change of Control occurs (the "Effective Date") and ending on the date the term of this Agreement otherwise expires. If the Executive is not employed by the Company or an Affiliate on the Effective Date, this Agreement shall be void and without effect and shall neither constitute a contract of employment or a guarantee of employment for any period of time or limit in any way the right of the Company or any Affiliate to change the terms and conditions of the Executive's employment or terminate the Executive's employment.

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 acquires "beneficial ownership" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, of securities of the Company representing 25% or more of the combined Voting Power 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 or nominated for election to the Board 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 stockholders of the Company approve a merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the assets of the Company which is consummated (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

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

(b) Person. For purposes of the definition of Change of Control, "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, as supplemented by Section 13(d)(3) of the Exchange Act, and shall include any group (within the meaning of Rule 13d-5(b) under the Exchange Act); provided, however, that "Person" shall not include (x) the Company or any Affiliate, (y) the MetLife Policyholder Trust (or any person(s) who would otherwise be described herein solely by reason of having the power to control the voting of the shares held by that trust), or (z) any employee benefit plan (including an employee stock ownership plan) sponsored by the Company or any Affiliate.

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

(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 or the employ of an Affiliate, and the Executive agrees to remain in the employ of the Company or an Affiliate, for the period (the "Employment Period") commencing on the Effective Date and ending on the expiration of the term of this Agreement.

4. Business Time. During the Employment Period, the Executive agrees to devote full attention during normal business hours to the business and affairs of the Company and Affiliates and to use the Executive's best efforts to perform faithfully and efficiently the responsibilities assigned to the Executive hereunder, to the extent necessary to discharge such responsibilities, except for (i) time spent in managing the Executive's 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 the Executive is entitled. It is expressly understood and agreed that the Executive's continuing to serve on any boards and committees on which the Executive is serving or with which the Executive is otherwise associated immediately preceding the Effective Date shall not be deemed to interfere with the performance of the Executive's services to the Company or Affiliates.

5. Compensation and Location. (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 and 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 the Board of Directors of an Affiliate or any committee thereof, or any individual having authority to take such

action in accordance with the regular practices of the Company or an Affiliate. 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. During the Employment Period, the Executive's Base Salary shall be paid no less frequently than monthly, except as electively deferred by the Executive pursuant to any deferral programs or arrangements that the Company or an Affiliate may make available to the Executive.

(b) Total Incentive Compensation.

(i) During the Employment Period, in addition to the Base Salary, the Executive shall be afforded the opportunity to (x) receive an annual bonus in an amount which provides the Executive with at least the same bonus opportunity as other executives of the Company and Affiliates of a rank comparable to that of the Executive, and (y) participate in all long-term incentive compensation programs for key executives, including but not limited to those awards or grants made in the form of cash, stock awards, restricted stock, stock options, and other forms of long-term incentive compensation ("Long-Term Compensation"), at a level that is at least commensurate with the level made available from time to time to executives of the Company and Affiliates of a rank comparable to that of the Executive.

(ii) For each fiscal year that ends during the Employment Period, the aggregate of the value of the annual bonus awarded or granted to the Executive attributable to that fiscal year (the "Annual Bonus") plus the value of the Long-Term Compensation ("Total Incentive Compensation") awarded or granted to the Executive attributable to that year, shall be no lower than the aggregate value of Total Incentive Compensation awarded or granted to the Executive attributable to any of the prior three (3) fiscal years.

(iii) If any fiscal year commences but does not end during the Employment Period, the Executive shall be awarded or granted at least a pro-rated Annual Bonus attributable to the portion of the fiscal year occurring during the Employment Period, and such amount shall be no lower than the same pro-rated portion of the any of the three (3) prior Annual Bonuses awarded or granted to the Executive attributable to complete fiscal years.

(iv) Each Annual Bonus shall be paid as soon as practicable following the year for which the amount (or any prorated portion) is awarded or granted, unless electively deferred by the Executive pursuant to any deferral programs or arrangements that the Company may make available to the Executive.

(v) For all purposes of determining the value of Total Incentive Compensation or any of its components pursuant to this
Section 5(b), (w) all compensation awarded or granted to the Executive (or, with reference to Section 5(b)(i), which the Executive has the opportunity to receive) prior to the beginning

of the Employment Period shall be valued using the methods as were used by the Company or Affiliate (as applicable) in valuing that compensation for purposes of communicating that annual Total Incentive Compensation to the Executive in writing; (x) all compensation awarded or granted to the Executive (or, with reference to Section 5(b)(i), which the Executive has the opportunity to receive) during the Employment Period shall be valued using the same methods as were used by the Company or Affiliate (as applicable) in valuing compensation for purposes of communicating annual Total Incentive Compensation to the Executive in writing for the final fiscal year that began prior to the Employment Period and, should that communication fail to value a particular form of compensation that must be valued for purposes of this Section 5(b)(x), otherwise using such methods as were presented or produced by the Board or the committee thereof charged with responsibility for executive compensation in writing in valuing the executive compensation programs of enterprises competitive to the Company or any Affiliates for the final fiscal year that began prior to the Employment Period; (y) with regard to fiscal years or portions thereof during to the Employment Period, only to the extent those awards or grants provided to the Executive within that fiscal year or in the first quarter of the following fiscal year free of Company or Affiliate discretion to reduce the amount or value of the award or grant shall such awards or grants be attributable to fiscal years or portions thereof; and (z) notwithstanding any other subclause of this
Section 5(b)(v), with regard to the Metropolitan Life Insurance Company Long-Term Performance Compensation Plan, opportunities set shall be considered to constitute awards or grants and such opportunities set within four months after the end of the fiscal year shall be attributed to the prior fiscal year.

(c) Benefit Plans. During the Employment Period, the Executive (and, to the extent applicable, the Executive's 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 or Affiliate, whichever is applicable, at the level made available from time to time to other similarly situated officers.

(d) 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 Affiliate, whichever is applicable, as in effect from time to time with respect to expenses incurred by other similarly situated officers.

(e) 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.

(f) Indemnification. During and after the Employment Period, the Company (if the Executive is an officer or employee of the Company at the time of the events giving rise to the need for indemnity) and/or each Affiliate of which the Executive is an

officer or employee at the time of the events giving rise to the need for indemnity, 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.

(g) Location. During the Employment Period, 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 50 miles from such pre-Effective Date, except for travel reasonably required in the performance of the Executive's responsibilities.

6. Termination. (a) Death, Disability or Retirement. Subject to the provisions of Section 1 and Section 7 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 Company's (or Affiliate's, as applicable) retirement plans as in effect from time to time. For purposes of this Agreement, "Disability" shall mean the Executive's inability to perform the duties of the Executive's position, as determined in accordance with the policies and procedures applicable with respect to the Company's (or Affiliate's, as applicable) long-term disability plan, as in effect 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 the Executive be considered for, and has qualified to receive, long-term disability benefits under such plan and that such termination is consistent with law.

(b) Voluntary Termination. Notwithstanding anything in this Agreement to the contrary, the Executive may voluntarily terminate employment during the Employment Period for any reason (including early retirement under the terms of any of the Company's (or Affiliate's, as applicable) retirement plans 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 (or Affiliate, as applicable) 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 business or reputation; or (iii) repeated material violations by the Executive of the Executive's 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 the Executive's 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) any failure by the Company (or Affiliate, as applicable) 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;

(ii) any failure by the Company to obtain the assumption and agreement to perform this Agreement by a successor or to cause an Affiliate, as applicable, to comply with the terms of this Agreement 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 during the Employment Period by the Company (or Affiliate, as applicable) 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 the Executive's 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.

(g) Transfer of Employment. For purposes of this Agreement, in no event shall the mere transfer of employment from the Company or an Affiliate to the Company or an Affiliate, absent any further impact on the Executive, be deemed to constitute a termination of employment or Good Reason, notwithstanding any technical termination of employment in connection with such a transfer.

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 the Executive's 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 Company's and Affiliates' otherwise applicable employee benefit plans and programs and any accrued vacation pay not yet paid by the Company or Affiliate (the "Accrued Obligations"), and (iii) any other benefits payable due to the Executive's death or Disability under the Company's and Affiliates' plans, policies or programs (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 or an Affiliate other than for Cause and Termination by the Executive for Good Reason. The terms of this
Section 7(c) shall apply if and only if (x) the Company or an Affiliate terminates the Executive's employment other than for Cause during the Employment Period or (y) the Executive terminates employment at any time during the Employment Period for Good Reason.

(i) Lump Sum Payments. 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 awarded or granted to the Executive under the Annual Variable Incentive Plan (or any successor plan thereto), and any other Annual Bonus, for the each of the three fiscal years of the Company (or, if less, the number of prior fiscal years 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 any committee thereof) prior to the Effective

Date. If the Executive was employed by the Company or Affiliates (taken as a whole) 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 bonus awarded or granted 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) if the Effective Date is on or prior to December 31, 2003, the average of the long-term incentive compensation amounts awarded or granted to the Executive 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 awarded or granted had been determined by the Board (or any committee thereof) 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 or grant 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 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

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 and Additional Pension Credit. The Executive (and, to the extent applicable, the Executive's 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 Company's (or Affiliate's, as applicable) employee and executive plans providing medical, dental and long-term disability benefits (collectively, the "Continuing Benefit Plans"); provided, however, that the participation by the Executive (and, to the extent applicable, the Executive's 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 (or Affiliate, as applicable) 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. In addition, the Company (or Affiliate, as applicable) shall grant the Executive service credit, for purposes of all pension and defined benefit plans and arrangements of the Company and any Affiliate in which the Executive participates, through the earlier of
(x) the third anniversary of the effective date of the Notice of Termination, or (y) the sixty-fifth birthday of the Executive, such that when the Executive's pension or defined benefit is determined such credited service will be taken into account.

(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 following termination of the Executive's employment shall be in full and complete satisfaction of the Executive's rights under this Agreement and any other claims the Executive may have in respect of the Executive's 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) Modification of 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 under any other plan, agreement, or

arrangement that would be taken into account for purposes of determining if an "excess parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended, has been made (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 Company shall pay to the Executive an additional amount (the "Tax Reimbursement Payment") such that the net amount retained by the Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local (including foreign) income tax and Excise Tax on the Tax Reimbursement Payment provided for by this Section 7(e), but before deduction for any Federal, state or local (including foreign) income or employment tax withholding on such Covered Payments, shall be equal to the aggregate value of the Covered Payments; provided, however, that if the aggregate value of all Covered Payments exceeds the maximum amount which can be paid to the Executive without the Executive incurring an Excise Tax (the "Cap Amount") by less than ten per cent (10%) of the Cap Amount, 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 as a result of all Covered Payments (such reduced payments to be referred to as the "Payment Cap"). In the event that Executive receives reduced payments and benefits hereunder, the 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.

(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 Covered Payments to which the Executive 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) 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 any amount or benefit paid or distributed to the Executive pursuant to this Agreement, or any amounts or benefits otherwise paid or distributed to the Executive by the Company or any Affiliate under any other plan, agreement, or arrangement (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.

(iv) 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 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 the Executive's benefit are in an amount that would result in the Executive being subject an Excise Tax, then the Accountants shall determine whether the Executive should have received the Tax Reimbursement Payment described in Section 7(e)(i), or whether the amounts payable to the Executive hereunder would still have been reduced pursuant to Section 7(e)(i). If the Tax Reimbursement Payment would have been due, the Accountants shall determine the amount of any interest and penalties that may be imposed on the Executive by reason having failed to have timely paid any Excise Tax (the "Penalty Amount"), and the amount of the Tax Reimbursement Payment due, treating the Penalty Amount as a Covered Payment. In the event a Tax Reimbursement Payment is due, the Company shall promptly (but in no event later than ten (10) business days after the Accountants have determined and informed the Company of the amounts due hereunder) pay the Executive such Tax Reimbursement Payment (as calculated in accordance with the immediately preceding sentence) and the Penalty Amount. If the Executive would still be subject to a reduction in the Covered Payments due hereunder, the Accountants shall determine the amount by which the Covered Payments exceeded the Cap Amount and 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 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 Cap Amount, then the Company shall promptly thereafter pay the Executive the aggregate additional amount which could have been paid without exceeding the Cap Amount, 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. For greater clarity, if the Executive receives increased payments and benefits under this Section
7(e)(i), then this Section 7(e)(iv) shall not apply.

(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(f) 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 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 paid in accordance with such plan or program.

9. No Offset; Deferrals. 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. For purposes of this Agreement, except for Section 7(e), the value of an amount or property awarded, granted, or paid to the Executive shall be determined notwithstanding any elective deferrals of payment.

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, the Executive's 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. Surviving Agreements. The Agreement to Protect Corporate Property previously executed by the Executive, any written stock option agreement into which the Executive entered with the Company, and any Compensation Protection Agreement into which the Executive entered with the Company are incorporated herein and made a part hereof. The Executive and the Company hereby reaffirm their respective commitments under the agreements to which reference is made in this Section 11, and again agree to be bound by each of the covenants contained therein for the benefit of the Company and Affiliates in consideration of the benefits made available to the Executive 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 cause each Affiliate, as applicable, to comply with the terms of this Agreement. 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 have been required to perform if no such succession had taken place.

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 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; provided for greater clarity, however, that in no event shall the arbitrator(s) be bound to follow the rules of evidence, discovery, or procedure that would 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 other 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, and completely

supersedes and replaces any prior Employment Continuation Agreement (including any such amended and restated agreement) between the Executive and the Company and/or an Affiliate. 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 entering into this Agreement of the Executive's own free will and accord, and with no duress, that the Executive has read this Agreement and understands it and its legal consequences.

(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:        MetLife, Inc.
                          One Madison Avenue
                          New York, New York 10010
                          Attn.: 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 the Executive's 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 the Executive's hand and the Company has caused this Agreement to be executed in its name on its behalf.

METLIFE, INC.

By: ______________________________________

Title: ___________________________________

WITNESSED:

EXECUTIVE:

WITNESSED:

EXHIBIT 10.50

THE METLIFE DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS

2003

Page 1

IMPORTANT NOTICES

This Program Description provides an overview of the MetLife Deferred Compensation Plan for Outside Directors (the "Plan"). It is also the official plan document that legally governs the Plan. This plan document will govern in every respect and instance.

MetLife, Inc. will have the obligation to pay amounts deferred under the Plan from and after January 1, 2003. MetLife, Inc.'s obligations have been registered under the Securities Act of 1933, as amended. Since this is an unfunded plan, your rights or claims against assets or property are no greater than those of a general creditor (see "Liability" on page 7).

The Plan does not constitute a contract for services as a director or otherwise.

This Program Description may be updated from time to time to implement changes in the Plan. Fund performance data will be updated periodically. These updates will constitute part of the Prospectus distributed with respect to the Plan.

The Plan Administrator may amend, alter or terminate the Plan in accordance with its terms at any time and for any reason.

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.
The date of this Prospectus is December, 2002.

Page 2

PLAN AT-A-GLANCE

---------------------------------------------------------------------------------------------
PURPOSE                          To provide eligible directors with the
                                 opportunity to defer their compensation payable
                                 in cash, thereby deferring payment of federal
                                 and most state income taxes.
---------------------------------------------------------------------------------------------
ELIGIBILITY                      Directors of MetLife, Inc. who are not employees
                                 of MetLife, Inc. or any of its affiliates.
---------------------------------------------------------------------------------------------
ELECTION OPTIONS                 -    Deferral percentage

                                 -    Investment tracking funds

                                 -    Distribution date

                                 -    Number of distribution payments
---------------------------------------------------------------------------------------------
ENROLLMENT PERIOD                From date of distribution of this Program
                                 Description through December 31, 2002.
---------------------------------------------------------------------------------------------
CHANGES TO DISTRIBUTION          You may change either or both the date of payment
DATE AND/OR NUMBER OF            (to a later date) and number of payments, but may do
PAYMENTS                         so only once and must do so no later than
                                 12 months prior to the date of payment you originally
                                 selected.
---------------------------------------------------------------------------------------------
INVESTMENT CREDITS               Your deferred compensation account will
                                 be credited with gains and losses reflecting
                                 the performance of the investment tracking
                                 funds you select.
---------------------------------------------------------------------------------------------
CHANGES IN AMOUNTS               None allowed, except for hardship.
DEFERRED
---------------------------------------------------------------------------------------------
INVESTMENT TRACKING              Limited to a total of six times per year for either
FUND CHANGES                     future deferrals or existing account balances.
---------------------------------------------------------------------------------------------
DISTRIBUTION
    -    NUMBER                  Lump-sum payment or up to 15 annual installments.

    -    TIMING                  Upon earlier of 60 days after termination of service
                                 as a director or on a designated future date.

    -    ACCELERATED             Immediate lump-sum payment, 10% penalty.

    -    HARDSHIP                Immediate lump-sum payment (availability strictly limited).
---------------------------------------------------------------------------------------------
TAXES                            Deferred compensation is taxable as ordinary
                                 income at the time of distribution.

                                 Rollover to an IRA, qualified plan or non-
                                 qualified plan is not permitted.
---------------------------------------------------------------------------------------------
BENEFICIARY                      Upon your death, account balance will be paid
                                 to your designated beneficiary.
---------------------------------------------------------------------------------------------
PLAN FUNDING                     The Plan is a non-qualified, unfunded
                                 plan. Account is maintained for record-keeping
                                 purposes only.
---------------------------------------------------------------------------------------------

Page 3

METLIFE DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS

The MetLife Deferred Compensation Plan for Outside Directors (the "Plan") allows eligible directors to defer receiving a portion of their fees for services as director payable in cash to a later date, thereby deferring payment of federal and most state income taxes. Participation in the Plan is completely voluntary.

ELIGIBILITY

Members of the Board of Directors of MetLife, Inc. who are not employees of MetLife, Inc. or any of its affiliates are eligible to participate. In this Program Description, "you" refers to a director who is eligible to participate in the Plan.

HOW THE PLAN WORKS

Prior to the year in which your cash fees would have been payable, you may designate all or a portion of those fees for deferral. If you become eligible to participate in the Plan prior to October 1 of a given year, you may designate all or a portion of your cash fees payable in that calendar year by submitting a deferral election before the earlier of (1) the first meeting for which you earn fees that you attend; or (2) the thirtieth day after you become eligible to participate in the Plan. All deferrals are subject to the terms of the Plan, which are contained in this document.

                                        The MetLife Deferred Compensation Plan
Deferrals begin with the first fees     for Outside Directors is a non-qualified
payable in cash during a calendar year  plan that is unfunded and subject to the
and end with the last fees payable      risks described in this document.
during that calendar year.              Amounts credited to an account are
                                        solely for record-keeping purposes. The
To defer your compensation, you need    Plan is not subject to protection under
to complete a deferral election form    the Employee Retirement Income Security
specifying:                             Act of 1974 (ERISA). See also
                                        "Liability" on page 7.
                                        ----------------------------------------

- The percentage of your cash fees you want deferred;

- The investment tracking funds that will be used to adjust the value of your deferred compensation account;

- A future distribution date; and

- The number of distribution payments.

The form must be submitted within the enrollment period.

Before making your elections, you may wish to consult a tax or personal financial advisor.

Page 4

TAXES

Deferred compensation is not subject to current taxation under federal and most state income tax laws.

DEFERRAL AMOUNTS

You may elect to defer all or a portion of your fees payable in cash for services as a director of MetLife, Inc., including retainer fees, meeting fees, and committee chairperson fees. If you choose to defer any of your cash fees, you must defer at least $10,000.

Once you elect your deferral amount, you may not change it except in cases of extreme hardship as provided in the Plan.

DEFERRED COMPENSATION ACCOUNT

A deferred cash account in your name will be established for record-keeping purposes. You will receive account statements quarterly.

Your account will be credited at the end of the month in which your deferred cash fees would otherwise have been paid.

INVESTMENT TRACKING FUNDS

Investment tracking funds are used as a device for adjusting the value of your account based on fund performance.

Each investment tracking fund reflects the investment returns of the actual fund or index, which are measured on a daily basis. Gains or losses will be credited or debited from your account, in effect "mirroring" the performance of the specified fund or index. Your deferrals will not actually be invested in the funds. If the aggregate performance of the funds mirrored by the investment tracking funds you choose is positive, the value of your account will increase; if it is negative, the value of your account will decrease.

The Plan may be amended in accordance with its terms to eliminate or replace any investment tracking fund at any time.

You can select for your account one or more of 12 investment tracking funds, each of which mirrors the performance of one of the following actual funds or indexes.

Page 5

-------------------------------------------------------------------------------------
   ACTIVELY MANAGED FUNDS                         MARKET INDEXES
-------------------------------------------------------------------------------------
MetLife SIP Fixed Income Fund             S&P 500(R)Index
Lord Abbett Bond Debenture Fund           Russell 2000(R)Index
Oakmark Fund(R)                           Nasdaq Composite(R)Index
MetLife SIP Small Company Stock Fund      MSCI EAFE(R)Index
Oakmark International Fund                Lehman Brothers(R)Aggregate Bond Index
                                          Merrill Lynch US High Yield Master II Index
                                          MSCI EMF Index(SM)
-------------------------------------------------------------------------------------

Fund allocations must be made in multiples of 5%.

You may change your investment tracking funds - either with regard to future deferrals or existing account - at any time during the year by contacting Sandra Lukowsky of Nonqualified Plan Services at (phone) (877) 855-6777, ext. 1, (fax)
(314) 444-0428, or (e-mail) slukowsky@genam.com; however, you may make no more than six changes per year. You will receive confirmation of your changes shortly after they are made.

See page 9 for information about the investment tracking funds.

THE DISTRIBUTION DATE

You may choose to have your account paid to you either (1) on a specific date no less than three years after the year of deferral (for 2003, the date you choose may not be earlier than 2007), or (2) upon the termination of your service as a director of MetLife, Inc. eligible under the Plan. If you choose to receive your account on a specific date, your account will be paid to you at the earlier of
(a) the date you selected, and (b) within 60 days following the termination of your service as a director.

Once you have designated a distribution date, you cannot change it except as described below under "Changing the Distribution Date And/Or Number of Payments."

NUMBER OF PAYMENTS

You may elect to receive your account in either a lump-sum payment or up to 15 annual installments. Each annual installment will be a fraction of the account balance with one being the numerator and the number of payments remaining being the denominator. For example, if you elect to receive 10 annual payments, the first payment is equal to 1/10th of the account balance; the second payment is equal to 1/9th of the account balance; and so on until final payment is made. Annual installments will be made during the month of the anniversary of the event that initiated the first payment.

Payments are subject to deductions in accordance with federal, state and local tax laws and regulations. Rollover to an IRA, qualified plan or non-qualified plan is not permitted.

Page 6

CHANGING THE DISTRIBUTION DATE AND/OR NUMBER OF PAYMENTS

You may change either or both of (1) the date you have selected to receive payment of your deferred compensation, and (2) the number of payments you have chosen to receive. If you make any such change(s), they must be made at the same time. You have only one opportunity to make these changes. Any such change(s) must be made by you at least 12 months before the original date you selected for payment. If you select a new date for payment, that date must be later than the date you originally selected.

OTHER PLAN FEATURES

PAYMENT TO BENEFICIARIES

If you die before commencement or completion of distributions, the balance in your account will be paid as a single lump sum to your beneficiary. If you have not designated a beneficiary, or your beneficiary dies before you do, your account will be paid to your surviving spouse or, if you are not married at the time, to your estate. A domestic partner is not considered a surviving spouse under the Plan.

You may designate an individual, a trustee or your estate as your beneficiary, and you may change your beneficiary at any time. Your beneficiary designation will apply to current and all prior year deferrals under the Plan.

LOANS

No loans may be taken from your account.

HARDSHIP EXCEPTIONS

In cases of extreme hardship, the Plan Administrator may suspend deferrals or make payments to you, reducing the value of your account. However, the total amount suspended and advanced cannot exceed the amount required to satisfy the financial consequences of the hardship and tax withholding requirements.

ACCELERATED DISTRIBUTION

You may take a lump-sum distribution of your account at any time. However, you will be charged a 10% penalty.

LIABILITY

Deferrals under the Plan are obligations of MetLife, Inc. A Rabbi Trust will support the deferred compensation accounts under the Plan. The existence of the trust will not change the unfunded, unsecured nature of the obligations under the Plan or give you any right or security interest in any assets other than as a general creditor of MetLife, Inc.

Page 7

ASSIGNMENT

No assignment or pledge of the right to receive the payment of amounts deferred or any other rights under the Plan may be made.

CHANGE OF CONTROL PROTECTION

You may elect in advance to have your deferred compensation account paid to you if you end your service as a director within two years after a Change of Control of MetLife, Inc. For these purposes, the definition of Change of Control in the MetLife Deferred Compensation Plan for Officers will apply. You will receive a form to make this election.

PLAN ADMINISTRATOR

The Plan is administered by a Plan Administrator who may establish, amend or rescind rules and regulations relating to the Plan. The Plan Administrator of this Plan is also the Plan Administrator of the Metropolitan Life Retirement Plan for U.S. Employees. The Employee Benefits Committee of the Metropolitan Life Insurance Company appoints the Plan Administrator of the Retirement Plan, who serves until such time as the Committee appoints a new Plan Administrator.

The Plan Administrator may amend, modify, suspend, or terminate the Plan at any time and for any reason, except as otherwise required by law. The Plan Administrator, however, may not amend, modify or terminate the Plan in a way that will reduce the amount that has been accrued in your deferred compensation account prior to the effective date of the amendment, modification or termination.

The determinations and interpretations of the Plan made by the Plan Administrator shall be final, binding, and conclusive for all purposes under the Plan. The Plan Administrator may prescribe forms for participants to take action authorized or allowed under the Plan and may appoint agents and consult legal counsel and other professionals to assist in administration of the Plan. The Plan Administrator may, in his or her sole discretion, adjust the value of a deferred compensation account on a basis other than as prescribed in deferral or reallocation elections, including but not limited to the use of investment tracking funds other than those selected by the participant.

QUESTIONS?

If you have questions, you may contact Sandra Lukowsky of Nonqualified Plan Services:
Phone: (877) 855-6777, ext. 1
Fax: (314) 444-0428
E-mail: slukowsky@genam.com

Page 8

INVESTMENT TRACKING FUNDS - ADDITIONAL INFORMATION

Each investment tracking fund mirrors the performance of the actual fund or index it respectively tracks. Following are descriptions and performance data for the actual funds and indexes.

There is no guarantee that any of the funds will achieve its objectives or increase in value. Unless you choose the investment tracking fund for the MetLife SIP Fixed Income Fund, your deferrals may lose value. Each actively managed fund has investment management fees and/or other expenses associated with it. The descriptions below are derived from information provided by the funds.

ACTIVELY MANAGED FUNDS

METLIFE SIP FIXED INCOME FUND: This fund is an individually managed separate account available under a Metropolitan Life Insurance Company group annuity contract. The fund seeks to achieve the highest possible current income consistent with the preservation of capital and predictable growth through a stable interest rate by investing in Guaranteed Interest Contracts or similar contracts.

LORD ABBETT BOND DEBENTURE FUND: This fund (the Lord Abbett Bond Debenture Portfolio of the Met Investor Series Trust) is a mutual fund investment choice available under various variable insurance contracts issued by Metropolitan Life Insurance Company and its affiliates. The fund seeks to provide high current income and the opportunity for capital appreciation to produce a high total return. Under normal circumstances, the fund invests at least 80% of its net assets in debt securities. The fund normally invests substantially all of its assets in high-yield and investment-grade debt securities. It may invest in convertible securities. Up to 80% of the fund's assets may be invested in high-yield/high-risk debt securities ("junk bonds"). The fund may also invest up to 20% of it assets in foreign debt securities. (1), (3)

OAKMARK FUND(R): This fund is a mutual fund and seeks to achieve long-term capital appreciation following a value style by investing primarily in the common stocks of U.S. companies. The fund is not designed to provide income.

METLIFE SIP SMALL COMPANY STOCK FUND: This fund is an individually managed separate account available under a Metropolitan Life Insurance Company group annuity contract. The fund seeks to achieve long-term growth of capital by investing in the stocks of smaller U.S. companies with strong growth potential and to outperform the Russell 2000(R) Growth Index. This index measures the performance of Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values with market capitalization under approximately $1.3 billion.(2)

OAKMARK INTERNATIONAL FUND: This fund is a mutual fund and seeks to achieve long-term capital appreciation following a value style by investing primarily in the common stocks of non-U.S. companies in mature markets, less-developed markets and in selected

Page 9

emerging markets. There are no limits on the geographic asset distribution, but the fund does not expect to invest more than 35% of its assets in securities in emerging markets.(3)

MARKET INDEXES

S&P 500(R)INDEX: This index includes some of the 500 largest capitalized stocks in the U.S. and is widely recognized as a guide to the overall health of the U.S. stock market. Stocks that are not included among the 500 largest are included in the index for diversification purposes.

RUSSELL 2000(R)INDEX: This index measures stock performance of 2,000 smaller U.S. companies with market capitalization under approximately $1.3 billion.(2)

NASDAQ COMPOSITE(R)INDEX: The Nasdaq Composite Index measures all Nasdaq domestic and international-based common-type stocks listed on the Nasdaq Stock Market. The Nasdaq Composite includes over 4,000 companies.(3), (4)

MSCI EAFE(R)INDEX: The Morgan Stanley Capital International Europe, Australasia, Far East Index is a benchmark of the world stock markets, excluding the United States.(3)

LEHMAN BROTHERS(R) AGGREGATE BOND INDEX: A benchmark index comprised of the Lehman Brothers Government/Corporate Bond Index, the Lehman Brothers Mortgage-Backed Securities Index, the Lehman Brothers Asset-Backed Securities Index and the Lehman Brothers Commercial Mortgage-Backed Securities Index. Fixed income securities in the index include debt obligations issued or guaranteed by the U.S. government or its agencies and instrumentalities, debt issued or guaranteed by U.S. corporations, foreign companies, municipalities, government and international agencies and mortgage-backed securities.

MERRILL LYNCH US HIGH YIELD MASTER II INDEX: The Merrill Lynch U.S. High Yield Master II Index tracks the performance of below investment-grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market.(1)

Page 10

MSCI EMF INDEX(SM): The MSCI EMF (Emerging Markets Free) Index is designed to measure equity market performance in global emerging markets. As of April 2002, the MSCI EMF Index consisted of the following 26 emerging market country indices: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Jordan, Korea, Malaysia, Mexico, Morocco, Pakistan, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, Turkey and Venezuela.(3)

(1) Lower rated high-yield, high-risk securities generally involve more credit risk. These securities also may be subject to greater market price fluctuations than lower yielding higher rated debt.

(2) Investments in small capitalization and emerging growth companies involve greater than average risk. Such securities may have limited marketability and the issues may have limited product lines, markets and financial resources. The value of such investments may fluctuate more widely than investments in larger, more established companies.

(3) International stocks contain additional risks that are not associated with U.S. domestic issues, such as changes in currency exchange rates, different governmental regulations, economic conditions and accounting standards.

(4) This index is comprised to a significant degree in technology issues. The technology industry can be significantly affected by obsolescence, short product cycles, falling profits and prices, and competition from new market participants. A choice that is weighted in one sector is more volatile than those that diversify across many industry sectors.

Page 11

HISTORIC FUND & INDEX PERFORMANCE BY CALENDAR YEAR
As of September 30, 2002

Past performance is not a guarantee of future results. Note: Unit values fluctuate and amounts received upon distribution may be more or less than deferrals.

------------------------------------------------------------------------------------------------
ACTIVELY MANAGED FUNDS                YEAR-TO-DATE       2001      2000       1999        1998
------------------------------------------------------------------------------------------------
MetLife SIP Fixed Income Fund(1)          4.31%          7.00%      6.70%      6.45%      6.60%
------------------------------------------------------------------------------------------------
Lord Abbett Bond Debenture Fund(2)       -3.35%         -1.32%     -0.95%     17.82%     -7.51%
------------------------------------------------------------------------------------------------
Oakmark Fund(R)(3)                      -20.39%         18.29%     11.78%    -10.47%      3.73%
------------------------------------------------------------------------------------------------
MetLife SIP Small Company Stock         -20.84%         -9.82%    -11.36%     46.89%     -5.12%
Fund(1)
------------------------------------------------------------------------------------------------
Oakmark International Fund(3)           -16.01%         -5.13%     12.50%     39.47%     -7.01%
------------------------------------------------------------------------------------------------
MARKET INDEXES
------------------------------------------------------------------------------------------------
S&P 500(R)Index(4)                      -28.99%        -11.89%     -9.11%     20.88%     28.46%
------------------------------------------------------------------------------------------------
Russell 2000(R)Index(5)                 -25.84%          2.49%     -3.02%     21.26%     -2.55%
------------------------------------------------------------------------------------------------
Nasdaq Composite(R)Index(5)             -39.91%        -21.05%    -39.29%     85.59%     39.63%
------------------------------------------------------------------------------------------------
MSCI EAFE(R)Index(6)                    -22.33%        -22.33%    -15.52%     25.27%     18.23%
------------------------------------------------------------------------------------------------
Lehman Brothers(R)Aggregate Bond          8.55%          8.44%     11.63%     -0.82%      8.69%
Index(7)
------------------------------------------------------------------------------------------------
Merrill Lynch US High Yield              -8.22%          4.34%     -5.00%      2.51%      2.95%
Master II Index(6)
------------------------------------------------------------------------------------------------
MSCI EMF Index(SM)(6)                   -16.16%         -4.78%    -31.89%     63.70%    -27.52%
------------------------------------------------------------------------------------------------

(1) MetLife SIP Fixed Income Fund has declared that its rate for 2002 is 5.80%. Both the MetLife SIP Fixed Income Fund and Small Company Stock Fund are individually managed separate accounts available under Metropolitan Life Insurance Company group annuity contracts. All performance is shown net of investment management fees and other expenses.

(2) The Lord Abbett Bond Debenture Fund (Lord Abbett Bond Debenture Portfolio of the Met Investors Series Trust) is a mutual fund investment choice available under various variable insurance contracts issued by Metropolitan Life Insurance Company and its affiliates. The Loomis Sayles High Yield Bond Portfolio of the Metropolitan Series Fund was merged into the Lord Abbett Bond Debenture Portfolio after the close of business on April 26, 2002. Performance for the Lord Abbett Bond Debenture Portfolio includes performance of the Loomis Sayles High Yield Bond Portfolio prior to April 27, 2002, and performance of the Lord Abbett Debenture Portfolio after April 26, 2002. All performance is shown net of the Lord Abbett Bond Debenture Portfolio's investment management fees and other expenses.

(3) The Oakmark Fund and the Oakmark International Fund are mutual funds. All performance is shown net of investment management fees and other expenses.

(4) Performance data for all years are based on the records of Nonqualified Plan Services (NQPS), except 2001, which is from a public source.

(5) Performance data for 2002 is based on the records of NQPS. All other data are from public sources.

(6) Performance data are based on the records of NQPS.

(7) Performance data are based on information from a public source.

Page 12

PROSPECTUS INFORMATION

In connection with the obligations of MetLife, Inc. under the Plan, the following constitute the prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended:

1. The information set forth in this Program Description;

2. Any other written documents delivered to participants, as permitted, updating or revising the information in item 1 above. Those documents will contain a legend indicating that they constitute a part of the prospectus covering the obligations being offered as permitted by the Plan;

3. Each of the following documents filed by MetLife, Inc. with the Securities and Exchange Commission (the "Commission"), which are incorporated by reference in this prospectus:

a) MetLife, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001;

b) All other reports filed by MetLife, Inc. with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31, 2001; and

c) All documents subsequently filed by MetLife, Inc. pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold.

You may obtain a copy of the above filings described in items 1 and 2, at no cost, by calling Nonqualified Plan Services Web at 1-877-855-6777. Filings described in item 3 and any other documents MetLife, Inc. provides to its shareholders may be obtained, at no cost, at www.metlife.com (by clicking on Investor Relations) or by calling 1-800-649-3593. You may also request copies of any of the above documents by writing to the MetLife Corporate Secretary, 1 Madison Avenue, New York, NY 10010.

Page 13

EXHIBIT 10.53

METLIFE AUXILIARY PENSION PLAN

Metropolitan Life Insurance Company ("the Company") hereby amends and consolidates the following plans (also termed "predecessor plans"):

1. The New Metropolitan Life Auxiliary Retirement Benefits Plan,

2. The New Metropolitan Life Supplemental Auxiliary Retirement Benefits Plan,

3. The Metropolitan Life Supplemental Retirement Benefits Plan,

4. The New England Life Insurance Company Select Employee's Supplemental Retirement Plan,

5. The New England Life Insurance Company Supplemental Retirement Plan, and

6. The GenAmerica Corporation Augmented Benefit Plan (only insofar as it relates to benefits on compensation that exceeded the limits imposed by or upon the GenAmerica Corporation Performance Pension Plan and Trust.),

into this successor plan entitled, the MetLife Auxiliary Pension Plan ("the Plan") effective January 1, 2003.

Article 1. Purpose of Plan.

The purpose of the Plan is to provide to certain participants employed by the Company, other employers (each a "Subsidiary") participating under the Metropolitan Life Retirement Plan for United States Employees ("Retirement Plan") and their beneficiaries, the excess amount that would have been payable under the Retirement Plan in the absence of the limitations under (i) section 415 of the Internal Revenue Code of 1986 (as amended) ("Internal Revenue Code"),
(ii) section 401(a)(17) of the Internal Revenue Code, or such lesser limit as in effect under the Retirement Plan and (iii) section 1.415-2(d)(2) of the Income tax Regulations, that excludes compensation deferred under the Company's or a Subsidiary's deferred compensation arrangements.

Article 2. Participation

A Participant in the Plan is any employee that qualifies under Section 2.1, 2.2 or 2.3 below:

2.1. A Company or Subsidiary employee participating in the Retirement Plan:

(a) whose benefits are reduced because of the application of Section 401(a)(17) of the Internal Revenue Code (or such lesser limit as in effect under the Retirement Plan), or,

(a) whose benefits are reduced because of the application of section 415 of the Internal Revenue Code, including Treasury Regulation 1.415-2.

shall be eligible to participate in the Plan as stated in all Articles except
Section 4.2 of Article 4 and Article 4A.

2.2. A Company or Subsidiary employee participating in the Retirement Plan who:

(a) is in a compensation grade of 36 or higher (or an equivalent compensation grade), or,

(b) is a member of the Chairman's Council for 3 consecutive years, or,

(d) has been inducted into the Sales Representative Hall of Fame and has attained the age of 65

shall be eligible to participate in the Plan as stated in all Articles.

If an employee is an eligible Participant in the Plan under Section 2.1 of this Article, and on or after January 1, 1995, he/she qualifies as a Participant under Section 2.2 of this Article, then the entire benefit that has accrued to that employee shall be payable as if the employee always qualified as a Participant under Section 2.2 of this Article. If, after qualifying as a Participant under Section 2.2 of this Article, an individual's compensation grade drops below level 36 (or its equivalent), or the individual ceases to qualify for the Chairman's Council, then that individual shall continue to be treated as if he or she meets the requirements of Section 2.2 of this Article.

2.3. A Company or Subsidiary employee participating in the Retirement Plan:

(a) (i) who participated and accrued benefits in the New England Life Insurance Company's non-qualified Plans, (named in the first paragraph of this Plan), and,

(ii) who, on December 31, 2000, was actively employed by New England Life Insurance Company, the Company or a Subsidiary,

shall be eligible, on January 1, 2001, to participate in this Plan, except
Section 4.2 of Article 4 and Article 4A. These individuals shall have their entire auxiliary defined benefit (including amounts previously accrued under the New England plans named in the first paragraph of this Plan) paid under this Plan, in accordance with the terms of this Plan. These individuals shall be eligible to participate in this Plan as stated in Section 4.2 of Article 4 and Article 4A if they independently qualify as a Participant under Section 2.2 of this Article after December 31, 2000.

(b) (i) who participated and accrued benefits in the GenAmerica Corporation Augmented Benefit Plan, and,

(ii) who, on December 31, 2002, was actively employed by General American Life Insurance Company, the Company or a Subsidiary,

shall be eligible, on January 1, 2003, to participate in this Plan, except
Section 4.2 of Article 4 and Article 4A. These individuals shall have their entire auxiliary defined benefit (including amounts previously accrued under the Augmented Benefit Plan) paid under this Plan, in accordance with the terms of this Plan. These individuals shall be eligible to participate in Section 4.2 of Article 4 and Article 4A of this Plan if they independently qualify as a Participant under Section 2.2 of this Article after December 31, 2002.

Article 3. Vesting

Participants will vest in their accrued benefit under this Plan in accordance with the vesting schedule under the Retirement Plan.

All benefits accrued by Participants under this Plan, prior to a Change of Control as defined in Article 8, shall vest if the Participant satisfies the vesting schedule that existed under the Retirement Plan immediately prior to the Change of Control.

Article 4. Payment of Benefits

4.1. Benefits under this Plan shall be payable to a Participant in an amount equal to the difference between:

(a) the largest amount (without duplication of amount) that would have been payable to the Participant under the Retirement Plan, had the Retirement Plan not been subject to the limitations of Internal Revenue Code Sections: (i) 415, (ii) 401(a)(17) or such lesser limit as stated in the Retirement Plan, and (iii) Regulation Section 1. 415-2(d)(2) (with respect to deferred compensation arrangements); and,

(b) the amounts of benefits payable under the Retirement Plan and any predecessor Auxiliary Plan.

4.2. Only for those individuals who qualify as Participants in the Plan under Section 2.2, final average compensation used to determine the largest amount that would have been payable under Section 4.1(a) above, will be based on the following rules, notwithstanding the actual provisions of the Retirement Plan.

For qualifying Participants that are not compensated on a commission basis, Final Average Compensation will be the sum of (a) and (b) below:

(a) The base salary component of the Participant's final average compensation, determined using the average of the Participant's base salary for the 60 highest consecutive months during the 120 months preceding the Participant's date of retirement or termination, and,

(b) The component of the Participant's final average compensation representing the Annual Variable Incentive Compensation Plan or successor annual cash bonus plan or

program ("AVIP") award will be determined using the average of the Participant's highest 5 AVIP payments, (not necessarily consecutive) with respect to, the 10 calendar years preceding such Participant's date of retirement or termination, (including any projected payment(s) to be made beyond the Participant's date of retirement or termination).

The AVIP award, as set forth in subsection (b) immediately above, projected to be made beyond the Participant's date of retirement or termination will be deemed equal to:

(i) the highest of the last 3 bonuses/awards paid while the Participant was in active Company service multiplied by

(ii) a fraction, the numerator of which is the number of months (or part thereof) that the Participant was actively employed in the calendar year(s) for which the bonus/award would be payable and the denominator of which is 12.

(iii) If the fraction determined under (ii) immediately above, is less than 1, then, the fractional amount determined under
(ii) shall replace an equivalent fractional amount in the lowest of the 5 highest AVIP payments used in (b) above. This replacement shall occur only if the fractional amount determined under (ii) is greater than the fractional amount it is replacing in the lowest of the 5 highest AVIP payments.

Notwithstanding (b)(i), (ii) and (iii), if a specific amount of bonus/award was already approved under the AVIP, prior to the Participant's date of retirement or termination, such amount shall be used instead of the deemed estimate, and such amount shall also be taken into account in determining the highest of the Participant's last 3 bonuses/awards with regard to any bonus/award payable for the Participant's year of retirement or termination.

For qualifying Participants that are compensated on a commission basis, Final Average Compensation will be the amount described in appropriate provisions of the Retirement Plan.

4.3. Benefits payable under this Plan shall be payable in the same form(s) and at the same times as benefits are payable under the Retirement Plan.

However, as indicated in Article 4A below, employees who qualify as Participants in the Plan under Section 2.2 may choose to have their benefits under this Plan paid out in the form of an Alternative Distribution. A payout option will be considered an Alternative Distribution only to the extent that the distribution option listed in Article 4A is not available as an optional form of benefit under the Retirement Plan.

If a Participant directs his or her accrued Personal Retirement Account ("PRA") benefit under the Retirement Plan to be transferred to the Savings and Investment Plan, then the Participant's accrued PRA benefit under this Plan will be transferred to the Auxiliary

Savings and Investment Plan and will be payable in accordance with the terms of the Auxiliary Savings and Investment Plan. The transfer discussed in the preceding sentence is not available for a Participant's traditional formula benefit under the Retirement Plan.

Individuals who:

- had accrued benefits under the New England Life Insurance Company's non-qualified Plans listed in the first paragraph of this Plan,

- terminated employment on or before December 31, 2000, and,

- did not become employees of the Company or a Subsidiary upon that termination of employment,

will have their benefits paid from this Plan in the amounts, at the times and in the form provided for under the provisions of those prior plans.

Individuals who:

- had accrued benefits under the GenAmerica Corporation Augmented Benefit Plan,

- terminated employment on or before December 31, 2002, and,

- did not become employees of the Company or a Subsidiary upon that termination of employment,

will have their entire auxiliary defined benefit paid from this Plan in the amounts, at the times, and in the form provided for under the provisions of that prior plan.

Individuals described in Section 2.3 shall have their entire auxiliary defined benefit (including amounts previously accrued under the plans named in the first paragraph of this Plan) paid under this Plan, in accordance with the terms of this Plan.

Notwithstanding any provision to the contrary, the payment of benefits under this Plan shall not be affected by, or be subject to, the qualified pre-retirement survivor annuity and qualified joint and survivor annuity rules under the Retirement Equity Act of 1984.

Article 4A. Alternative Distribution

Alternative forms of distribution are available only to those Participants in the Plan as defined in Section 2 of Article 2.

4A.1 Definitions

(a) Alternative Distribution. "Alternative Distribution" means one of the following modes of payment:

(i) Single Sum: Payment in a single sum.

(ii) Installment Payments for a Specific Period: Monthly or annual payments are made to the Participant for a specified number of years selected (not exceeding 20 years). If the Participant dies before the expiration of the specified period, installment payments will continue to be made for the

remainder of the period chosen by the Participant to a beneficiary designated by the Participant.

(iii) Other Distribution: Any other form of payment that is mutually agreed upon by the Participant and the Committee.

(b) Committee. "Committee" means the Compensation Committee of the Board of Directors of Metropolitan Life Insurance Company or their designated agent(s).

(c) Election Date. "Election Date" means the date on which the Participant files his/her request for an Alternative Distribution. For Participants who are retirement eligible, as defined in the Retirement Plan, ("Retirement Eligible") when they separate from service with the Company or a Subsidiary, this date can be no later than the day before the Participant's retirement or termination date. For Participants who are not Retirement Eligible when they separate from service with the Company or a Subsidiary, this date can be no later than 12 months before the Distribution Date.

(d) Distribution Date. "Distribution Date" means the date distributions commence under the mode of payment elected by the Participant. For Participants who are Retirement Eligible when they separate from service with the Company or a Subsidiary, this date cannot be earlier than the Participant's retirement or termination date. For Participants who are not Retirement Eligible when they separate from service with the Company or a Subsidiary, this date cannot be earlier than the later of:

(i) 12 months following the Participant's Election Date, and

(ii) the earliest date the Participant becomes eligible for a distribution from the Retirement Plan.

4A.2. Payment in the Form of an Alternative Distribution.

Auxiliary retirement benefits under this Plan shall be payable in whole or in part to a Participant in the form of an Alternative Distribution provided (i) a request form is duly filed by the Participant in compliance with both the provisions of this Article and the procedures as set forth from time to time by the Committee and (ii) consent thereto is given by the Committee.

4A.3. Election of Alternative Distribution.

A form requesting that auxiliary retirement benefits under this Plan shall be paid in the form of an Alternative Distribution must be submitted by the Participant to the Committee no later than the day before the Participant's retirement date. For Participants who are separating from service with the Company or a Subsidiary before they are Retirement Eligible, the form requesting an Alternative Distribution must be submitted by the Participant to the Committee no later than 12 months before the Distribution Date indicated on the election form. All requests must be in writing, signed by the Participant, and follow the format prescribed by the Committee. On the request form the

Participant must also designate (i) the mode of payment requested and (ii) the Participant's retirement or Distribution Date. A request form shall be deemed submitted by the Participant to the Committee on the day that such form is received by the Committee. Prior to the Participant's retirement date, the request form can be revoked by the Participant. Any revocation must be in writing and comply with the procedures of the Committee. A request form submitted by the Participant shall become irrevocable and binding as to all elections and designations made by the Participant as of the retirement date. In the event that a Participant's request form is not filed before his/her retirement date, the Participant's Plan benefits will be paid in the same form as the benefits paid to the Participant under the Retirement Plan. For Participants who separate from service before they are Retirement Eligible, the request form shall become irrevocable and binding, as to all elections and designations, 12 months before the Distribution Date.

4A.4. Consent of the Committee.

Payment in the form of an Alternative Distribution shall require the consent of the Committee. The Committee shall have full and complete discretion to approve or reject any request for an Alternative Distribution. The decision of the Committee on the Participant's request form shall be made known to the Participant in writing.

4A.5. Death of Participant Before Distribution Date.

(a) A Participant under Section 2.2, who accrued benefits in this Plan under the traditional formula before death, shall have 50% of the present value of his/her undistributed traditional formula benefit, (valued as a single sum under Section 4A.6(a) below and actuarially adjusted for payment at the Participant's earliest retirement date), paid to his/her designated beneficiary. This pre-retirement death benefit will be payable in the form designated by the Participant and approved by the Committee.

A Participant may file with the Committee a form (which will become irrevocable only upon death) designating a beneficiary or changing their existing designation. This form will also allow the Participant to choose the form in which the pre-retirement death benefit will be paid. All optional forms of benefit available to the Participant under this Plan and the Retirement Plan will be available for payment of this death benefit.

(b) For salaried Participants under Section 2.2, a single sum, equivalent to the full value of a Participant's undistributed traditional formula benefit on the date of the Participant's death, (valued under Section 4A.6(a)), shall be paid to the Participant's designated beneficiary if:

(i) the Participant notifies the Committee in a request form in effect on the Election Date of his or her anticipated retirement date,

(ii) the Committee gives its consent to the payment of a Single Sum or Installment Payments for a Specific Period before the Distribution Date is reached,

(iii) the Participant agrees to defer actual retirement at the Company's written request,

(iv) the Distribution Date for payment of the Single Sum or Installment Payments for a Specific Period is deferred to the Participant's actual retirement date, and

(v) the Participant dies after such anticipated retirement date but before actual retirement.

(c) A Participant under Section 2.2 who accrued benefits in this Plan, under the PRA formula, before death, shall have the full present value of his/her undistributed PRA account balance in this Plan paid to his/her designated beneficiary. This pre-retirement death benefit will be payable in the form designated by the Participant and approved by the Committee.

In the absence of a designation by the Participant, the death benefit, under
(a), (b) or (c) immediately above, shall be paid to the Participant's surviving spouse in a single sum. If the Participant has no surviving spouse at the time of death, then the death benefit shall be paid to the Participant's estate.

4A.6. Valuation of Alternative Benefit.

(a) The actuarial equivalent value of the Single Sum shall be determined using the UP 84 Mortality Table, set forward one year for the Participant and set back four years for the Participant's spouse, (if applicable), and the Pension Benefit Guaranty Corporation immediate interest rate in effect on the Election Date.

(b) The actuarial equivalent benefit amount for the Installment Payments for a Specific Period will be determined by converting the Single-Sum benefit amount, determined under Article 4A(6)(a), using the interest rate basis for the immediate annuity purchase rates offered under the Metropolitan Savings and Investment Plan and its successors, in effect on the Election Date.

4A.7. Payment on Distribution Date.

Payment of a Single Sum Distribution shall be made on the Distribution Date. Payment of a mode of payment other than a Single Sum shall commence on the Distribution Date. If the Participant's mode of payment selected is other than a Single Sum, the Participant shall notify the Committee in writing as to the term of years and contingent beneficiary within a reasonable time before the Participant's retirement date.

4A.8. Power of Committee.

The Committee shall have the discretionary power to make any and all administrative decisions regarding the election and payment of an Alternative Distribution, including but not limited to, (i) the design and format of request forms, (ii) the approval or rejection of requests for an Alternative Distribution, (iii) the design and format of revocation forms and (iv) the sending of notices.

Article 5. Unfunded Plan.

The Plan is completely unfunded. This Plan is entirely separate from the Retirement Plan and any other plan. Participation in this Plan gives a Participant no right to any funds or assets of the Retirement Plan, or any other plan. The fact that contracts or certificates may be distributed to recipients of benefits under the Retirement Plan in discharge of obligations thereunder shall in no way entitle a Participant in this Plan to receive any such contract or certificate in discharge of obligations under this Plan.

Article 6. Non-transferability 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 7. Effect of Taxes

With regard to benefits under this Plan, all necessary employment taxes, federal, state, and local income taxes and other taxes will be withheld. All tax liabilities arising out of benefits under this Plan are the sole obligation of the Plan Participant(s) or their beneficiaries.

Article 8. Change of Control

8.1. Definitions.

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

Corporation; provided, however, that any director elected or nominated for election to the Board by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this Section 8.1(a)(ii);

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

(b) Corporation. For the Purposes of this Article, "Corporation" means MetLife, Inc.

(c) Person. For purposes of the definition of Change of Control, "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, as supplemented by Section 13(d)(3) of the Exchange Act, and shall include any group (within the meaning of Rule 13d-5(b) under the Exchange Act); provided, however, that "Person" shall not include (A) the Corporation or any Affiliate, (B) the MetLife Policyholder Trust (or any person(s) who would otherwise be described herein solely by reason of having the power to control the voting of the shares held by that trust), or (C) any employee benefit plan (including an employee stock ownership plan) sponsored by the Corporation, Company or any Affiliate.

(f) Cause. For the purposes of this article, "Cause" means either:

(i) the Participant's conviction or plea of nolo contendere to a felony, or,

(ii) any act or acts of dishonesty or gross misconduct on the Participant's part which results or is intended to result in material damage to the business or reputation of MetLife.

(g) Good Reason. For the purposes of this article, "Good Reason" means any of:

(i) any reduction by the Corporation or an Affiliate in the Participant's base salary rate below the rate in effect immediately before the Change of Control;

(iv) the failure of the Corporation or an Affiliate to pay the Employee's base salary or employee benefits as required by law.

8.2. Vesting and Other Rights on and After a Change of Control Subject to Conditions

In the event that:

(a) there is a Change of Control as defined in Section 8.1(a) of this Article, and,

(b) on the date of the Change of Control or on a date before the second anniversary of the Change of Control, a Participant in this Plan:

(ii) voluntarily terminates employment with the Corporation or any Affiliate for Good Reason,

then the Participant's benefits and rights accrued as of the Change of Control in each, the Retirement Plan and this Plan, will vest immediately under this Plan, notwithstanding any other provision of the Retirement Plan or this Plan, or any amendment or termination of this Plan taking place on or after a Change of Control.

These accrued benefits will be paid under this Plan according to the ordinary distribution rules of this Plan. The ordinary distribution rules of this Plan are described in Article 4 and where applicable, Article 4A as they existed immediately prior to the Change of Control. If this Section 8.2 is triggered, a Participant under Section 2.2 does not have to

obtain Committee approval for an Alternate Distribution in the form of a Single Sum or Installment Payments for a Specific Period.

Article 9. Interpretation of the Plan

The Committee is empowered to take all actions it deems appropriate in administering this Plan. The Committee will develop, and distribute on request by a Plan Participant, claim procedures for obtaining benefits under this plan. These procedures will comply with applicable ERISA regulations.

In the event of a difference of opinion between a Participant and the Committee with respect to the meaning or application of the provisions of the Plan, the Committee's final interpretation shall be binding and conclusive. However, once a Change of Control (as defined in Article 8) has occurred, this Article 9 shall no longer apply to differences of opinion between the Committee and a Participant regarding the application of Article 8 of this Plan to a Participant or with regard to any rights or benefits protected under Article 8 of this Plan or otherwise accrued prior to the Change of Control including the vesting thereof.

Article 10. 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 11. Amendment and Termination of Plan

11.1. Except to the extent required by law, the Committee may amend or terminate this Plan at any time without the consent of any Participant or of any other person. However, any such amendment or termination will not adversely affect the benefit entitlements of:

(a) any Participant receiving benefits under the Plan at or prior to the time of such amendment or termination, or,

(b) any employee who is a Participant in the Retirement Plan to the extent of the present value of their accrued benefit under this Plan prior to the time of such amendment or termination. However, amendments may be made to all other aspects of this Plan including, but not limited to:

(i) amendments impacting the timing under which the Participant's entire accrued benefit is paid, or,

(ii) amendments impacting the optional forms of benefit available for payment of the Participant's entire accrued benefit.

Notwithstanding the above, any amendment or group of amendments made effective on the same date, which would increase or decrease the annual cost of Plan benefits for active Plan Participants and former Plan Participants by ten million dollars or more in

the aggregate, as determined in good faith by the Committee, shall take effect only after the action is authorized or ratified by the Board of Directors of Metropolitan Life Insurance Company.

11.2.

(a) Notwithstanding the provisions of Section 11.1 above, or any other provision of this plan, on or after a Change of Control (as defined in Article 8), amendments can no longer be made to Article 8, Article 9 or Section 11.2 of Article 11 of this Plan; and

(b) Participants who:

(i) accrued rights or benefits under this Plan prior to a Change of Control (as defined in Article 8), and,

(ii) whose rights or benefits are not vested at the time of the Change of Control

METROPOLITAN LIFE INSURANCE COMPANY

Date

Appendix A.

List of Additional Individuals Covered Under This Plan.

The following additional individuals, who were covered under this Plan as of January 1, 1995, are grandfathered as Participants under Section 2.2 of this Plan:

Anthony E. Amodeo

Oliver N. Greeves

Sibyl C. Jacobson

William D. Kerrigan

Alan E. Lazarescu

Felix Schirripa

Anthony F. Trani

EXHIBIT 10.54

AMENDMENT TO THE
METLIFE AUXILIARY PENSION PLAN

The METLIFE AUXILIARY PENSION PLAN ("Plan") is hereby amended as follows:

1. Article 2 of the Plan is hereby amended as follows:

" Article 2. Participation

A Participant in the Plan is any employee that qualifies under Section 2.1, 2.2 or 2.3 below:

2.1. A Company or Subsidiary (including, but not limited to, MetLife Group, Inc.) employee participating in the Retirement Plan:

(a) whose benefits are reduced because of the application of Section 401(a)(17) of the Internal Revenue Code (or such lesser limit as in effect under the Retirement Plan), or,

(a) whose benefits are reduced because of the application of section 415 of the Internal Revenue Code, including Treasury Regulation 1.415-2.

shall be eligible to participate in the Plan as stated in all Articles except
Section 4.2 of Article 4 and Article 4A.

2.2. A Company or Subsidiary (including, but not limited to, MetLife Group, Inc.) employee participating in the Retirement Plan who:

(a) is in a compensation grade of 36 or higher (or an equivalent compensation grade), or,

(b) is a member of the Chairman's Council for 3 consecutive years, or,

(d) has been inducted into the Sales Representative Hall of Fame and has attained the age of 65

shall be eligible to participate in the Plan as stated in all Articles.

qualifying as a Participant under Section 2.2 of this Article, an individual's compensation grade drops below level 36 (or its equivalent), or the individual ceases to qualify for the Chairman's Council, then that individual shall continue to be treated as if he or she meets the requirements of Section 2.2 of this Article.

2.3. A Company or Subsidiary employee participating in the Retirement Plan:

(a) (i) who participated and accrued benefits in the New England Life Insurance Company's non-qualified Plans, (named in the first paragraph of this Plan), and,

(ii) who, on December 31, 2000, was actively employed by New England Life Insurance Company, the Company or a Subsidiary,

(b) (i) who participated and accrued benefits in the GenAmerica Corporation Augmented Benefit Plan, and,

(ii) who, on December 31, 2002, was actively employed by General American Life Insurance Company, the Company or a Subsidiary,

2.       This amendment is effective January 1, 2003

Date              METROPOLITAN LIFE INSURANCE CO.

 ___________      By:____________________________________________
 Witness

EXHIBIT 21.1

METLIFE, INC.
As of December 31, 2002

Wholly-Owned Active Subsidiaries

23RD STREET INVESTMENTS, INC. (DE)
334 MADISON EURO INVESTMENTS, INC. (DE)
334 MADISON AVENUE BTP-D HOLDINGS, LLC (DE) 334 MADISON AVENUE BTP-E HOLDINGS, LLC (DE) ASEGURADORA HIDALGO, S.A. (MEXICO)
BENEFIT SERVICES CORPORATION (GA)
CBNJ, INC. (NJ)
COATING TECHNOLOGIES INTERNATIONAL, INC. (DE) CONVENT STATION EURO INVESTMENTS FOUR COMPANY (UNITED KINGDOM) COVA CORPORATION (MO)
COVA LIFE MANAGEMENT COMPANY (DE)
CRB CO., INC. (MA)
CRH CO., INC. (MA)
CROSS & BROWN COMPANY (NY)
ECONOMY FIRE & CASUALTY COMPANY (IL)
ECONOMY PREFERRED INSURANCE COMPANY (IL)
ECONOMY PREMIER ASSURANCE COMPANY (IL)
EDISON SUPPLY AND DISTRIBUTION, INC. (DE)
EQUITY INTERMEDIARY COMPANY (MO)
EXETER REASSURANCE COMPANY, LTD. (BERMUDA) FAIRFIELD INSURANCE AGENCY OF TEXAS, INC. (TX) FIRST METLIFE INVESTORS INSURANCE COMPANY (NY) GA HOLDING CORP. (MA)
GENAMERICA CAPITAL I (DE)
GENAMERICA FINANCIAL CORPORATION (MO)
GENAMERICA MANAGEMENT CORPORATION (MO)
KRISMAN, INC. (MO)
GENERAL AMERICAN DISTRIBUTORS, INC. (MO) GENERAL AMERICAN LIFE INSURANCE COMPANY (MO) HEREFORD INSURANCE AGENCY, INC. (MA)
HEREFORD INSURANCE AGENCY OF HAWAII, INC. (HI) HYATT LEGAL PLANS, INC. (DE)
HYATT LEGAL PLANS of FLORIDA, INC. (FL)
HPZ ASSETS LLC (DE)
JEFFERSON PILOT OMEGA SEGUROS DE VIDA S.A. (URUGUAY) JOHN S. MCSWANEY & ASSOCIATES, INC. (ND) L/C DEVELOPMENT CORPORATION (CA)
METDENT, INC. (DE)
MET LIFE HOLDINGS LUXEMBOURG S.A. (LUXEMBOURG) MET P&C MANAGING GENERAL AGENCY, INC. (TX) MET INVESTORS ADVISORY, LLC (DE)
METLIFE ADVISERS, LLC (MA)
METLIFE AFJP S.A. (ARGENTINA)
METLIFE AUTO & HOME INSURANCE AGENCY, INC. (RI)

METLIFE BANK, NATIONAL ASSOCIATION (USA)
METLIFE CAPITAL CFLI HOLDINGS, LLC (DE)
METLIFE CAPITAL CFLI LEASING, LLC (DE)
METLIFE CAPITAL CREDIT L.P. (DE)
METLIFE CAPITAL, LIMITED PARTNERSHIP (DE)
METLIFE CAPITAL TRUST I (DE)
METLIFE CENTRAL EUROPEAN SERVICES SPOLKA Z ORGANICZONA ODPOWIEDZIALMOSCIA (POLAND)
METLIFE CHILE INVERSIONES LIMITADA (CHILE) METLIFE CHILE REASEGUROS DE VIDA S.A. (CHILE) METLIFE CHILE SEGUROS DE VIDA S.A. (CHILE) METLIFE CREDIT CORP. (DE)
METLIFE FUNDING, INC. (DE)
METLIFE GENERAL INSURANCE AGENCY, INC. (DE) METLIFE GENERAL INSURANCE AGENCY OF ALABAMA, INC. (DE) METLIFE GENERAL INSURANCE AGENCY OF KENTUCKY, INC. (DE) METLIFE GENERAL INSURANCE AGENCY OF MASSACHUSETTS, INC. (MA) METLIFE GENERAL INSURANCE AGENCY OF MISSISSIPPI, INC. (DE) METLIFE GENERAL INSURANCE AGENCY OF NORTH CAROLINA, INC. (DE) METLIFE GENERAL INSURANCE AGENCY OF TEXAS, INC. (DE) METLIFE GROUP, INC. (NY)
METLIFE HOLDINGS, INC. (DE)
METLIFE (INDIA) PRIVATE LTD. (INDIA)
METLIFE INTERNATIONAL HOLDINGS, INC. (DE) METLIFE INVESTMENTS ASIA LIMITED (HONG KONG) METLIFE INVESTMENTS IRELAND LIMITED (IRELAND) METLIFE INVESTMENTS LIMITED (UNITED KINGDOM) METLIFE INVESTMENTS, S.A. (ARGENTINA)
METLIFE INVESTORS DISTRIBUTION COMPANY (DE) METLIFE INVESTORS GROUP, INC. (DE)
METLIFE INVESTORS GROUP OF OHIO, INC. (OH) METLIFE INVESTORS FINANCIAL AGENCY, INC. (TX) METLIFE INVESTORS INSURANCE AGENCY, INC. (NEVADA) METLIFE INVESTORS INSURANCE COMPANY (MO) METLIFE INVESTORS INSURANCE COMPANY OF CALIFORNIA (CA) METLIFE INVESTORS USA INSURANCE COMPANY (DE) METLIFE LATIN AMERICA ASESORIAS e INVERSIONES LIMITADA (CHILE) METLIFE NEW ENGLAND HOLDINGS, INC. (DE)
METLIFE PENSIONES S.A. (MEXICO)
METLIFE PRIVATE EQUITY HOLDINGS, LLC (DE) METLIFE SAENGMYOUNG INSURANCE COMPANY LTD. (SOUTH KOREA)-
(also known as MetLife Insurance Company of Korea Limited)
METLIFE SECURITIES, INC. (DE)
METLIFE SECURITY INSURANCE COMPANY OF LOUISIANA (LA) METLIFE SERVICES COMPANY CZECHIA S.R.O (CZECH REPUBLIC) METPARK FUNDING, INC. (DE)
METRIC ASSIGNOR, INC. (CA)
METRIC CAPITAL CORPORATION (CA)
METRIC MANAGEMENT, INC. (DE)
METRIC PROPERTY MANAGEMENT, INC. (DE)
METRIC REALTY (IL)
METROPOLITAN ASSET MANAGEMENT CORPORATION (DE)

METROPOLITAN CASUALTY INSURANCE COMPANY (RI) METROPOLITAN COMPANY LIMITED (ISLE OF MAN) METROPOLITAN DIRECT PROPERTY AND CASUALTY INSURANCE COMPANY (RI) METROPOLITAN GENERAL INSURANCE COMPANY (RI) METROPOLITAN GROUP PROPERTY AND CASUALTY INSURANCE COMPANY (RI) METROPOLITAN INSURANCE AND ANNUITY COMPANY (DE) METROPOLITAN INSURANCE SERVICES LIMITED (UNITED KINGDOM) METROPOLITAN LIFE HOLDINGS, NETHERLANDS BV (NETHERLANDS) METROPOLITAN LIFE INSURANCE COMPANY (NY) METROPOLITAN LIFE INSURANCE COMPANY OF HONG KONG LIMITED (HONG KONG) METROPOLITAN LIFE SEGUROS DE RETIRO S.A. (ARGENTINA) METROPOLITAN LIFE SEGUROS DE VIDA S.A. (ARGENTINA) METROPOLITAN LIFE SEGUROS DE VIDA S.A. (URUGUAY) METROPOLITAN LIFE UBEZPIECZEN NA ZYCIE S.A. (POLAND) METROPOLITAN LLOYDS, INC. (TX)
METROPOLITAN LLOYDS INSURANCE COMPANY OF TEXAS (TX) METROPOLITAN LIFE SEGUROS E PREVIDENCIA PRIVADA S.A. (BRAZIL) METROPOLITAN MARINE WAY INVESTMENTS LIMITED (CANADA) METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY (RI) METROPOLITAN REALTY MANAGEMENT, INC. (DE) METROPOLITAN REINSURANCE COMPANY (U.K.) LIMITED (UNITED KINGDOM) METROPOLITAN TOWER LIFE INSURANCE COMPANY (DE) METROPOLITAN TOWER REALTY COMPANY, INC. (DE) MEZZANINE INVESTMENT LIMITED PARTNERSHIP-BDR (DE) MEZZANINE INVESTMENT LIMITED PARTNERSHIP-LG (DE) MISSOURI REINSURANCE (BARBADOS), INC. (BARBADOS) NATHAN & LEWIS ASSOCIATES-ARIZONA, INC. (AZ) NATHAN & LEWIS ASSOCIATES, INC. (NY)
NATHAN & LEWIS OF NEVADA, INC. (NV)
NATHAN & LEWIS SECURITIES, INC. (NY)
NATHAN AND LEWIS ASSOCIATES OHIO, INCORPORATED (OH) NATHAN AND LEWIS ASSOCIATES OF TEXAS, INC. (TX) NATHAN AND LEWIS INSURANCE AGENCY OF MASSACHUSETTS, INC. (MA) NATILOPORTEM HOLDINGS, INC. (DE)
NEW ENGLAND LIFE HOLDINGS, INC. (DE)
NEW ENGLAND LIFE INSURANCE COMPANY (MA)
NEW ENGLAND PENSION AND ANNUITY COMPANY (DE) NEW ENGLAND SECURITIES CORPORATION (MA)
NEW ENGLAND PORTFOLIO ADVISORS, INC. (MA) NEWBURY INSURANCE COMPANY, LIMITED (BERMUDA) N.L. HOLDING CORP. (DEL) (NY)
OMEGA REINSURANCE CORPORATION (AZ)
ONE MADISON INVESTMENTS (CAYCO) LIMITED (CAYMAN ISLANDS) ONE MADISON MERCHANDISING L.L.C. (CT)
PARAGON LIFE INSURANCE COMPANY (MO)
PARK TWENTY THREE INVESTMENTS COMPANY (UNITED KINGDOM) SECURITY EQUITY LIFE INSURANCE COMPANY (NY) SECURITY FIRST INSURANCE AGENCY (MA)
SEGURADORA SEASUL S.A. (BRAZIL)
SEGUROS GENESIS, S.A. (MEXICO)(1)

(1) Ownership of Seguros Genesis, S.A. (Mexico) is as follows: MetLife, Inc. owns 97.4738%, and Metropolitan Asset Management Corporation owns 2.5262%.

SERVICIOS ADMINISTRATIVOS GEN, S.A. DE C.V. (MEXICO)
SSR AV, INC. (DE)
SSR DEVELOPMENT PARTNERS LLC (DE)
SSR REALTY ADVISORS, INC. (DE)
SSRM HOLDINGS, INC. (DE)
STATE STREET RESEARCH INVESTMENT SERVICES, INC. (MA) STATE STREET RESEARCH & MANAGEMENT COMPANY (DE) TEXAS LIFE INSURANCE COMPANY (TX)
TEXAS LIFE AGENCY SERVICES, INC. (TX)
TEXAS LIFE AGENCY SERVICES OF KANSAS, INC. (KS) TRANSMOUNTAIN LAND & LIVESTOCK COMPANY (MT) WALNUT STREET ADVISERS, INC. (MO)
WALNUT STREET SECURITIES, INC. (MO)
WHITE OAK ROYALTY COMPANY (OK)
WSS INSURANCE AGENCY OF MASSACHUSETTS, INC. (MA) WSS INSURANCE AGENCY OF NEVADA, INC. (NV)

METLIFE, INC.
AS OF DECEMBER 31, 2002

Companies of which MetLife, Inc. directly or indirectly has actual ownership (for its own account) of 10% through 99% of the total outstanding voting stock(2)

AMERICAN HORIZON GENERAL AGENCY, INC. (32.09%) (FL) AMERICAN HORIZON HOLDINGS, INC. (DE) (32.09%) AMERICAN HORIZON INSURANCE COMPANY (32.09%) (AZ) AMERICAN HORIZON INSURANCE COMPANY OF NEW YORK (32.09%)(NY) AMERICAN HORIZON PROPERTY & CASUALTY INSURANCE COMPANY (32.09%) (IL) AMERICAN HORIZON SERVICES, INC. (32.09%) (DE) CLARK/BARDES HOLDINGS (12.3%)(DE)
DAN RIVER, INC. (34.1%) (GA)
DIGITAL LIGHTHOUSE CORP. (f/k/a ETINUUM)(14.1%)(DE) ECLIPSE CLAIM SERVICES INC. (25%) (CANADA) EUROPEAN MARKETING SERVICES S.r.l. (ITALY) 95% FAIRFIELD MANAGEMENT GROUP, INC. (48.13%)(MO) GRAND CATHAY SECURITIES INVESTMENT TRUST CO., LTD. (20%) (TAIWAN) GENERAL AMERICAN ARGENTINA SEGUROS DE VIDA, S.A. (58.5%) (ARGENTINA) GENESIS SEGUROS GENERALES, SOCIEDAD ANONIMA DE SEGUROS Y REASEGUROS (80%)(SPAIN)
GREAT RIVERS REINSURANCE MANAGEMENT, INC. (48.13%)(MO) MALAYSIA LIFE REINSURANCE GROUP BERHAD (17.55%) (MALAYSIA) METLIFE IBERIA, S.A. (80%) (SPAIN)
METLIFE INDIA INSURANCE COMPANY PRIVATE LIMITED (26%) (INDIA) METROPOLITAN LLOYDS INSURANCE COMPANY OF TEXAS(3) (TX) METROPOLITAN STRUCTURES (50%) (IL)
P.T. METLIFE SEJAHTERA (94.3%)(INDONESIA) REGAL ATLANTIC COMPANY (BERMUDA) LTD. (58.5%) (BERMUDA) REINSURANCE COMPANY OF MISSOURI, INCORPORATED (58.5%)(MO) REINSURANCE GROUP OF AMERICA, INCORPORATED (58.5%)(MO) REINSURANCE PARTNERS, INC. (58.5%)(MO)
RGA AMERICAS REINSURANCE COMPANY, LTD. (58.5%)(BARBADOS) RGA ARGENTINA S.A. (58.5%)(ARGENTINA)
RGA ASIA PACIFIC PTY, LIMITED (AUSTRALIA) RGA AUSTRALIAN HOLDINGS PTY LIMITED (58.5%)(AUSTRALIA) RGA CAPITAL LIMITED (U.K.) (58.5%) (UNITED KINGDOM) RGA FINANCIAL GROUP, L.L.C. (58.5%) (DE)

(2) Does not include real estate joint ventures and partnerships of which MetLife, Inc. and/or its subsidiaries is an investment partner.

(3) Affiliate

RGA FINANCIAL PRODUCTS LIMITED (58.5%)(CANADA) RGA HOLDINGS LIMITED (U.K.) (58.5%)(UNITED KINGDOM) RGA INTERNATIONAL CORPORATION (58.5%) (NOVA SCOTIA) RGA LIFE REINSURANCE COMPANY OF CANADA (58.5%)(CANADA) RGA REINSURANCE COMPANY (58.5%) (MO)
RGA REINSURANCE COMPANY (BARBADOS) LTD. (58.5%)(BARBADOS) RGA REINSURANCE COMPANY OF AUSTRALIA LIMITED (58.5%)(AUSTRALIA) RGA REINSURANCE COMPANY OF SOUTH AFRICA LIMITED (58.5%)(SOUTH AFRICA) RGA REINSURANCE (UK) LIMITED (58.5%) (UNITED KINGDOM) RGA SIGMA REINSURANCE SPC (58.5%) (CAYMAN ISLANDS) RGA SOUTH AFRICAN HOLDINGS (PTY) LTD. (58.5%)(SOUTH AFRICA) RGA UK SERVICES LIMITED (58.5%) (UNITED KINGDOM) RGA (U.K.) UNDERWRITING AGENCY LIMITED (58.5%)(UNITED KINGDOM) SEGUROS GENESIS, S.A. (SPAIN) (80%)(SPAIN) ST. JAMES FLEET INVESTMENTS TWO LIMITED (34%)(CAYMAN ISLANDS) STATE STREET RESEARCH STRATEGIC PORTFOLIOS: AGGRESSIVE(5) (63.9%)(MA) STATE STREET RESEARCH STRATEGIC INCOME PLUS(5) (71.9%)(MA) STATE STREET RESEARCH INTELLIQUANT PORTFOLIOS: SMALL CAP VALUE(5) (99.2%)(MA) TEXAS AMERICAN HORIZON SERVICES AGENCY, INC. (57.2%)(TX) TRIAD RE, LTD. (67%)(BARBADOS)

(5) Mutual Fund

METLIFE, INC.
AS OF DECEMBER 31, 2002

Publicly-Held Companies of which MetLife, Inc. directly or indirectly has actual ownership (for its Own Account) of 10% through 99% of the total outstanding voting stock or control:

DAN RIVER, INC. (GA)
Equity Units Issued by METLIFE CAPITAL TRUST I (DE)
REINSURANCE GROUP OF AMERICA, INCORPORATED (MO)

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement Nos. 333-61282, 333-61282-01, 333-61282-02 and 333-62782 on Form S-3 and 333-37108, 333-59134, 333-101291 and 333-102306 on Form S-8, of MetLife, Inc., of our report dated February 19, 2003, appearing in this Annual Report on Form 10-K of MetLife, Inc. for the year ended December 31, 2002.

DELOITTE & TOUCHE LLP
New York, New York
March 18, 2003

BROKERAGE PARTNERS
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