<PAGE>   1

                                                                    EXHIBIT 10.3



                                  METLIFE, INC.







                            STOCK PURCHASE AGREEMENT





                                  APRIL 3, 2000
<PAGE>   2
                                TABLE OF CONTENTS
                                                                        Page


   1. Purchase and Sale of Stock .....................................   1
      1.1  Sale and Issuance of Shares ...............................   1
      1.2  The Closing ..............................................    2

   2. Representations and Warranties of the Company and MetLife ......   3

   3. Representations and Warranties of Purchaser ....................  13

   4. Conditions to Purchaser's Obligation at Closing ................  14
      4.1  Representations and Warranties ............................  14
      4.2  Standstill Agreement ......................................  14
      4.3  Opinions ..................................................  14
      4.4  The Plan ..................................................  14
      4.5  Initial Public Offering of Common Stock ...................  15
      4.6  Superintendent's Approval .................................  15

   5. Conditions to the Company's Obligations at Closing .............  15
      5.1  Representations and Warranties ............................  15
      5.2  Standstill Agreement ......................................  15
      5.3  The Plan ..................................................  15
      5.4  Initial Public Offering of Common Stock ...................  15
      5.5  Superintendent's Approval .................................  15

   6. Legend .........................................................  15

   7. Termination ....................................................  16
      7.1  Grounds for Termination ...................................  16
      7.2  Effect of Termination .....................................  16

   8. Miscellaneous ..................................................  16
      8.1  Survival ..................................................  16
      8.2  Expenses; Indemnification .................................  16
      8.3  Entire Agreement ..........................................  17
      8.4  Severability ..............................................  18
      8.5  Liability of MetLife ......................................  18
      8.6  Notices ...................................................  18
      8.7  Governing Law, etc ........................................  19


                                       i
<PAGE>   3

                                                                       Page
                                                                       ----

      8.8  Jurisdiction ..............................................  19
      8.9  Waiver of Jury Trial ......................................  19

   9. Captions .......................................................  20


                                       ii
<PAGE>   4
                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the
third day of April, 2000, by and among MetLife, Inc., a Delaware corporation
(the "Company"), Metropolitan Life Insurance Company, a mutual life insurance
company organized under the laws of the State of New York ("Metlife"), and
Credit Suisse First Boston, a Swiss corporation (through its Guernsey Branch),
and Winterthur Life, a Swiss corporation (individually, "Purchaser" and
collectively, "Purchasers").

         WHEREAS, the Company plans to conduct an initial public offering (the
"IPO") of its common stock, par value $0.01 per share (the "Common Stock"), in
connection with the conversion of MetLife from a mutual life insurance company
into a stock life insurance company (the "Demutualization") pursuant to Section
7312 of the New York Insurance Law ("Section 7312") and the Plan of
Reorganization, dated September 28, 1999, as amended (the "Plan"), of MetLife;

         WHEREAS, the Company wishes to sell to Purchasers, and Purchasers wish
to purchase from the Company, such number of shares of Common Stock determined
as provided in Section 1.1.;

         WHEREAS, in connection with the sale of the shares of Common Stock to
Purchasers hereunder, the Company has prepared a private placement offering
memorandum dated April 3, 2000 (the "Offering Memorandum") including a
description of the Common Stock and a description of the Company;

         WHEREAS, the Company and Purchasers have agreed that this Agreement,
together with the Standstill Agreement attached as Exhibit A (the "Standstill
Agreement"), shall constitute the entire understanding and agreement between the
parties with regard to the subject matter hereof.

         NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

         1. Purchase and Sale of Stock.

         1.1 Sale and Issuance of Shares. Subject to the terms and conditions of
this Agreement, the Company agrees to sell to Purchasers and Purchasers agree to
purchase from the Company an aggregate number of shares of Common Stock
(exclusive of any Shares purchased by Purchasers or their affiliates in the IPO
for the account of customers in the ordinary course of their business as
underwriter, broker/dealer, investment manager or investment advisor or in
ordinary trading activities) equal to not less than 1%, nor more than 4.9%, of
the aggregate number of shares of Common Stock outstanding immediately following
the initial closing of the
<PAGE>   5
IPO, consisting of the sum of (i) the number of shares of Common Stock issued
and sold to the underwriters in the IPO at the initial closing thereof
(excluding any shares that may be issued at such time pursuant to the
underwriters' overallotment option) (the "IPO Shares"), (ii) the number of
shares of Common Stock issued to the Trust (as defined in the Plan) on the Plan
Effective Date (as defined in the Plan) pursuant to the Plan (the "Policyholder
Shares") and (iii) the Shares (as defined below) and any other shares of Common
Stock issued and sold to any other purchaser pursuant to a stock purchase
agreement substantially identical to this Agreement (the "Other Private
Purchaser Shares"), provided that the exact number of shares to be sold and
purchased hereunder will, subject to such minimum and maximum amount, be
determined by the Company at its discretion, based on the advice of Goldman
Sachs & Co. or such other investment bank that is approved by the New York
Superintendent of Insurance (such number of shares to be sold and purchased
hereunder being referred to as the "Shares"; and the Shares, together with the
Other Private Purchaser Shares, the IPO Shares and the Policyholder Shares,
being referred to as the "Transaction Shares"). In exercising its discretion,
the Company will take into consideration the number of orders for the shares of
Common Stock in the IPO, the level of oversubscription, if any, in the IPO, the
aggregate demand for the shares in the IPO, the Company's judgment as to the
quality of that demand and market conditions generally. The Company shall notify
Purchasers promptly following the execution of the underwriting agreements for
the IPO of the number of Shares to be sold and purchased hereunder, which number
of shares shall be reflected on Schedule 1 hereto, which shall be deemed to be a
part of this Agreement. The per Share purchase price for the Shares shall be
equal to the "Initial Public Offering Price" for one share of Common Stock
specified on the cover page of the final prospectus with respect to the IPO.

         1.2 The Closing. The closing (the "Closing") of the purchase and sale
of the Shares shall be held at the offices of Debevoise & Plimpton, 875 Third
Avenue, New York, New York 10022 simultaneously with the initial closing of the
IPO. At the Closing, the Company will deliver certificates for the Shares
registered in the name of Purchasers (or such person as Purchaser shall
designate by written notice of at least five days prior to the Closing, provided
that such person is a subsidiary of Purchaser, substantially all of the capital
stock of which is directly or indirectly owned by Purchaser, is a Qualified
Institutional Buyer (as that term is defined in Rule 144A under the Securities
Act of 1933) or an accredited investor (as such term is defined under Regulation
D of the Act) and enters into a Standstill Agreement substantially in the form
of Exhibit A) against payment of the purchase price therefor by wire transfer in
immediately available funds to an account or accounts specified by the Company.
If there is more than one Purchaser hereunder, Purchasers shall notify the
Company of the allocation of the Shares to be purchased by each Purchaser prior
to Closing.


                                       2
<PAGE>   6
         2. Representations and Warranties of the Company and MetLife. The
Company and MetLife, jointly and severally, hereby represent and warrant to
Purchasers that:

         2.1 The Offering Memorandum, as of its date, did not contain and, as
amended or supplemented, as applicable, will not contain, an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, provided that this representation
and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by
Purchaser expressly for use therein.

         2.2 Neither the Company nor MetLife nor any of their respective
subsidiaries listed on Schedule 2 hereto (the "Significant Subsidiaries") has
sustained since the date of the latest audited financial statements included in
the Offering Memorandum any loss or interference material to the business of the
Company, MetLife and the Significant Subsidiaries considered as a whole, other
than as described in or contemplated by the Offering Memorandum, from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree; and, since
the respective dates as of which information is given in the Offering
Memorandum, there has not been any (a) material addition, or development
involving a prospective material addition, to MetLife's liability for future
policy benefits, policyholder account balances and other claims, other than in
the ordinary course of business, (b) material decrease in the surplus of
MetLife, material change in the capital stock or other ownership interest of the
Company, MetLife or any Significant Subsidiary or material increase in the
long-term debt of the Company, MetLife and their respective subsidiaries,
considered as a whole, or (c) material adverse change, or development involving
a prospective material adverse change, in or affecting the business, financial
position, reserves, surplus, equity or results of operations (in each case
considered either on a statutory accounting or U.S. generally accepted
accounting principles ("GAAP") basis, as applicable) of the Company, MetLife and
their respective subsidiaries considered as a whole (a "Material Adverse
Effect"), otherwise than as described or contemplated in the Offering
Memorandum.

         2.3 Each of the Company, MetLife and each Significant Subsidiary has
good and marketable title in fee simple to all material real property and good
and marketable title to all material personal property owned by it, in each case
free and clear of all liens, encumbrances and defects, except such as are
described in the Offering Memorandum or such as would not have a Material
Adverse Effect and do not materially interfere with the use made and proposed to
be made of such property by the Company, MetLife or any Significant Subsidiary;
and any material real property and material buildings held under lease by the
Company, MetLife or any Significant Subsidiary are held under valid, subsisting
and enforceable leases with such exceptions as are not material and do not
materially interfere with the use made and currently proposed to be made of such
property and buildings by the Company, MetLife or any Significant Subsidiary.


                                       3
<PAGE>   7
         2.4 The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of State of Delaware, with power and
authority (corporate and other) to own its properties and conduct its business
as described in the Offering Memorandum and to execute and deliver this
Agreement and the Standstill Agreement and to perform its obligations hereunder
and thereunder and to consummate the transactions contemplated hereby and
thereby; MetLife has been and, until immediately prior to the Effective Time (as
defined in the Plan), will continue to be duly incorporated and validly existing
as a mutual life insurance company in good standing under the laws of the State
of New York, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Offering Memorandum, to
execute and deliver this Agreement and to perform its obligations hereunder and
to consummate the transactions contemplated hereby; at the Effective Time,
MetLife will be duly incorporated and validly existing as a stock life insurance
company in good standing under the laws of the State of New York and will be a
subsidiary of the Company; each of the Company and MetLife has been duly
qualified as a foreign corporation for the transaction of business and is in
good standing under the laws of each other jurisdiction in which it owns or
leases properties or conducts any business so as to require such qualification,
or is subject to no material liability or disability by reason of the failure to
be so qualified and in good standing in any such jurisdiction; there are no
subsidiaries of the Company and MetLife that are material to the Company and
MetLife considered as a whole which are not listed on Schedule 1 hereto; and
each Significant Subsidiary has been duly organized and is validly existing as a
corporation or partnership, as applicable, and, to the extent such concept is
applicable, is in good standing under the laws of its jurisdiction of
organization, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Offering Memorandum; and
each Significant Subsidiary is duly qualified to do business as a foreign
corporation or partnership and, to the extent such concept is applicable, is in
good standing under the laws of each other jurisdiction in which its ownership
or lease of property or the conduct of its business requires such qualification
and good standing, except to the extent that the failure to be so qualified and
in good standing would not have a Material Adverse Effect.

         2.5 The Company has an authorized capitalization as set forth and
described in the Offering Memorandum; on the Plan Effective Date (as defined in
the Plan), MetLife will have an authorized capitalization of 1,000,000,000
shares; the Allocable Common Shares (as defined in the Plan), which will be duly
and validly authorized and issued to the Company on the Plan Effective Date,
will upon issuance be fully paid and nonassessable; and all of the issued shares
of capital stock or other ownership interests of each Significant Subsidiary
have been duly and validly authorized and issued, are fully paid and
nonassessable and (except as described in the Offering Memorandum and except for
directors' qualifying shares) are owned directly or indirectly by the Company or
MetLife, as applicable, free and clear of all liens, encumbrances, equities or
claims.


                                       4
<PAGE>   8
         2.6 The Transaction Shares have been duly and validly authorized; when
the Shares and the Other Private Purchaser Shares are issued and delivered
against payment therefor as provided herein, when the IPO Shares are issued and
delivered against payment therefor as provided in the underwriting agreements
for the IPO, and when the Policyholder Shares are issued pursuant to the Plan,
the Transaction Shares will be duly and validly authorized and issued and
fully paid and nonassessable, and will conform to the description of the Common
Stock contained in the Offering Memorandum; the issuance of the Transaction
Shares is not subject to any preemptive or other similar right; and, except as
described in the Offering Memorandum, there are no rights of any person,
corporation or other entity to require registration of any shares of the Common
Stock or any other securities of the Company in connection with the
Demutualization or the filing of the registration statement for the IPO; and the
IPO Shares and the Policyholder Shares have been approved for listing on the New
York Stock Exchange (the "Exchange"), subject to notice of issuance.

         2.7 The Trust has been duly created and is validly existing under the
laws of Delaware with the power and authority to own property and conduct its
business as described in the Offering Memorandum, and has conducted and will
conduct no business other than the transactions contemplated by the Plan, the
MetLife Policyholder Trust Agreement by and among MetLife, the Company,
Wilmington Trust Company and ChaseMellon Shareholder Services, L.L.C., dated as
of November 3, 1999 (the "Trust Agreement"), and as described in the Offering
Memorandum; the Trust has no liabilities or obligations other than those arising
out of the transactions contemplated by the Plan and the Trust Agreement and as
described in the Offering Memorandum; and, to the knowledge of the Company or
MetLife after due inquiry of the trustee of the Trust, there are no legal or
governmental proceedings pending to which the Trust is a party and no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others.

         2.8 Neither the Policyholder Shares issued pursuant to the Plan nor the
Trust interests allocated pursuant to the Plan require registration under the
Securities Act of 1933, as amended (the "Act").

         2.9 Each of MetLife and each Significant Subsidiary that is required to
be organized or licensed as an insurance company in its jurisdiction of
incorporation (an "Insurance Subsidiary") is duly organized and licensed as an
insurance company in its respective jurisdiction of incorporation and is duly
licensed or authorized as an insurer in each other jurisdiction where it is
required to be so licensed or authorized to conduct its business, in each case
with such exceptions as would not have, individually or in the aggregate, a
Material Adverse Effect; except as otherwise described in the Offering
Memorandum, each of MetLife and each Insurance Subsidiary has all other
approvals, orders, consents, authorizations, licenses, certificates, permits,
registrations and qualifications (collectively, the "Approvals") of and from all
insurance regulatory authorities to conduct its business, with such exceptions
as would not have, individually or in the


                                       5
<PAGE>   9
aggregate, a Material Adverse Effect; there is no pending or, to the knowledge
of the Company or MetLife, threatened action, suit, proceeding or investigation
that could reasonably be expected to lead to the revocation, termination or
suspension of any such Approval, the revocation, termination, or suspension of
which would have, individually or in the aggregate, a Material Adverse Effect;
and, to the knowledge of the Company and MetLife, no insurance regulatory agency
or body has issued any order or decree impairing, restricting or prohibiting the
payment of dividends by any Insurance Subsidiary to its parent which would have,
individually or in the aggregate, a Material Adverse Effect.

         2.10 In connection with the Demutualization, the Company has made, or
will have been made on or prior to the Plan Effective Date, all required filings
under applicable insurance holding company statutes, and has received Approvals
of acquisition of control or affiliate transactions in each jurisdiction in
which such filings or Approvals are required, except where the failure to have
made such filings or receive such Approvals in any such jurisdiction would not
have, individually or in the aggregate with other such failures, has a Material
Adverse Effect; each of the Company, MetLife and the Significant Subsidiaries
has, or will have on or prior to the Plan Effective Date, all necessary
Approvals of and from, and has made, or will have made on or prior to the Plan
Effective Date, all filings, registrations and declarations (collectively, the
"Filings") with, all insurance regulatory authorities, all Federal, state, local
and other governmental authorities, all self-regulatory organizations and all
courts and other tribunals necessary to own, lease, license and use its
properties and assets and to conduct its business in the manner described in the
Offering Memorandum, except where the failure to have such Approvals or to make
such Filings would not have, individually or in the aggregate, a Material
Adverse Effect; to the knowledge of the Company and MetLife, each of the
Company, MetLife and each Significant Subsidiary is in compliance with all
applicable laws, rules, regulations, orders, by-laws and similar requirements,
including in connection with registrations or memberships in self-regulatory
organizations, and all such Approvals and Filings are in full force and effect
and neither the Company nor MetLife nor any Significant Subsidiary has received
any notice of any event, inquiry, investigation or proceeding that would
reasonably be expected to result in the suspension, revocation or limitation of
any such Approval or otherwise impose any limitation on the conduct of the
business of the Company, MetLife or any Significant Subsidiary, except as
described in the Offering Memorandum or except for any such suspension,
revocation or limitation which would not have, individually or in the aggregate,
a Material Adverse Effect.

         2.11 Each of MetLife and each Insurance Subsidiary is in compliance
with and conducts its businesses in conformity with all applicable insurance
laws and regulations of its respective jurisdiction of incorporation and the
insurance laws and regulations of other jurisdictions which are applicable to
it, in each case with such exceptions as would not have, individually or in the
aggregate, a Material Adverse Effect.


                                       6

<PAGE>   10
         2.12 Each Significant Subsidiary which is engaged in the business of
acting as a broker-dealer or an investment advisor (the "Broker-Dealer
Subsidiaries" and "Investment Advisor Subsidiaries", respectively) is duly
licensed or registered as a broker-dealer or investment advisor, as the case may
be, in each jurisdiction where it is required to be so licensed or registered to
conduct its business, in each case, with such exceptions as would not have,
individually or in the aggregate, a Material Adverse Effect; each
Broker-Dealer Subsidiary and Investment Advisor Subsidiary has all other
necessary Approvals of and from all applicable regulatory authorities, including
any self-regulatory organization, to conduct its businesses, in each case with
such exceptions, individually or in the aggregate, as would not have a Material
Adverse Effect; except as otherwise described in the Offering Memorandum, none
of the Broker-Dealer Subsidiaries or Investment Advisor Subsidiaries has
received any notification from any applicable regulatory authority to the effect
that any additional Approvals from such regulatory authority are needed to be
obtained by such Subsidiary in any case where it could be reasonably expected
that (x) any of the Broker-Dealer Subsidiaries or Investment Advisor
Subsidiaries would in fact be required either to obtain any such additional
Approvals or cease or otherwise limit engaging in certain business and (y) the
failure to have such Approvals or limiting such business would have a Material
Adverse Effect; and each Broker-Dealer Subsidiary and each Investment Advisor
Subsidiary is in compliance with the requirements of the broker-dealer and
investment advisor laws and regulations of each jurisdiction which are
applicable to such Subsidiary, and has filed all notices, reports, documents or
other information (collectively, the "Notices") required to be filed thereunder,
in each case with such exceptions as would not have, individually or in the
aggregate, a Material Adverse Effect.

         2.13 The issuance and sale of the Shares, the Other Private Purchaser
Shares and the IPO Shares, the issuance of the Policyholder Shares pursuant to
the Plan, the issuance, sale and purchase of the Capital Note of MetLife (the
"Capital Note"), the creation and operation of the Trust pursuant to the Plan,
the issuance of Trust interests pursuant to the Plan, the issuance and sale of
the equity security units (the "Units") by the Company and MetLife Capital Trust
I, the compliance by the Company and MetLife with all of the provisions of this
Agreement, the Standstill Agreement, the stock purchase agreement and standstill
agreement to be entered into with the Other Private Placement Purchaser and the
Plan and the consummation of the transactions herein and therein contemplated
will not conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company,
MetLife or any of their respective subsidiaries is a party or by which the
Company, MetLife or any of their respective subsidiaries is bound or to which
any of the property or assets of the Company, MetLife or any of their respective
subsidiaries is subject, or which affects the validity, performance or
consummation of the Plan, the Demutualization or the transactions contemplated
by this Agreement, the Standstill Agreement, the stock purchase agreement and
standstill agreement to be entered into with the Other Private Placement
Purchaser or the Plan, nor will such actions result in any violation of the
provisions of the Certificate of Incorporation or By-

                                        7
<PAGE>   11
Laws or similar organizational documents of the Company, MetLife or any
Significant Subsidiary or any statute or any order, rule or regulation of any
court or insurance regulatory agency or other governmental agency or body having
jurisdiction over the Company, MetLife or any of their respective subsidiaries
or any of their properties, in each case the effect of which (other than a
violation of the Certificate of Incorporation or By-Laws or similar
organizational documents of the Company, MetLife or a Significant Subsidiary),
individually or in the aggregate, would be either to affect the validity of
the Transaction Shares or the Trust interests, their respective issuance or the
consummation of the transactions contemplated hereby or by the stock purchase
agreement and standstill agreement to be entered into with the Other Private
Placement Purchaser or the Plan or the creation and operation of the Trust
pursuant to the Plan, or to have a Material Adverse Effect.

         2.14 All Filings and Approvals of or with any court, insurance
regulatory agency or governmental agency or body of the United States or any
state thereof required in connection with the issuance and sale by the Company
of the Shares, the Other Private Purchaser Shares and the IPO Shares, the
issuance of the Policyholder Shares pursuant to the Plan, the issuance and
purchase of the Capital Note, the creation and operation of the Trust pursuant
to the Plan and the allocation of Trust interests pursuant to the Plan, have
been made or obtained, or will have been made or obtained on or prior to the
Plan Effective Date, and will, on the Plan Effective Date, be in full force and
effect, provided, however, that neither the Company nor MetLife makes any
representation or warranty as to state securities or Blue Sky laws or state
insurance securities laws in connection with the purchase and distribution of
the IPO Shares; and all other Filings and Approvals of or with any court,
insurance regulatory agency or other governmental agency or body required to be
obtained or made on or prior to the Plan Effective Date in connection with the
Demutualization or for the consummation by the Company and MetLife of the
transactions contemplated by this Agreement, the Standstill Agreement, the stock
purchase agreement and standstill agreement to be entered into with the Other
Private Placement Purchaser or the Plan have been so obtained or made, or will
have been obtained or made on or prior to the Plan Effective Date, and will, on
the Plan Effective Date, be in full force and effect, except as described in the
Offering Memorandum or to the extent that the failure to obtain or make any such
Filings and Approvals would not have, individually or in the aggregate, a
Material Adverse Effect and would not adversely affect the validity, performance
of or consummation of the transactions contemplated by this Agreement and the
Plan.

         2.15 The Plan has been duly adopted by the required vote of the Board
of Directors of MetLife (which adoption complied with the applicable
requirements of Section 7312) and submitted to the New York Superintendent of
Insurance (the "New York Superintendent") in the manner and accompanied by all
information and certificates required by Section 7312 and conforms in all
material respects to the requirements of the laws of the State of New York
applicable to the conversion of mutual life insurance companies into stock life
insurance companies and any rules or regulations of the New York Superintendent
in respect thereof, in

                                        8
<PAGE>   12
each case as administered or interpreted by the New York Superintendent
(collectively, the "New York Reorganization Laws and Regulations"), and the
requirements of all other applicable laws, on January 24, 2000, the New York
Superintendent held a public hearing in accordance with the requirements of
Section 7312, with regard to which MetLife published such notice as is required
to be published by a converting insurer by New York law, for the purpose of
receiving comment on whether the New York Superintendent should approve
the Plan; the Plan was duly approved on February 7, 2000 by a vote (the
"Policyholder Vote") of more than two-thirds of the votes validly cast by
Eligible Policyholders (as defined in the Plan) (which adoption complied in all
material respects with the applicable requirements of Section 7312) and such
approval has not been rescinded or otherwise withdrawn; certificates reflecting
the conclusion of the Policyholder Vote will be submitted by MetLife to the New
York Superintendent, in the manner required by Section 7312; assuming the
Superintendent issues an order approving the Plan in accordance with the
requirements of Section 7312, no other Approvals are required to be obtained
under Section 7312 for the effectiveness of the Plan; upon filing a copy of the
Plan with the New York Superintendent's approval endorsed thereon (the
"Superintendent's Order") in the office of the New York Superintendent and a
copy of the Plan certified by the New York Superintendent with the Clerk of New
York County pursuant to Section 7312, on the Plan Effective Date, the Plan will
become effective in accordance with its terms pursuant to Section 7312, and the
Demutualization will be completed in accordance with the Plan and the New York
Reorganization Laws and Regulations and the requirements of all other applicable
laws; and prior to the Closing each of the actions required to occur and
conditions required to be satisfied on or prior to the Plan Effective Date
pursuant to the Superintendent's Order or the Plan will have occurred or been
satisfied.

         2.16 Other than Mark Smilow and Patrick Emanuel v. Metropolitan Life
Insurance Company, et al., Mollye E. Rothstein v. Metropolitan Life Insurance
Company, et al., Eugenia J. Fiala and Chris Waterson v. Metropolitan Life
Insurance Company, et al., Geneva Meloy, et al. v. Metropolitan Life Insurance
Company, et al., Leo F. Schor v. Metropolitan Life Insurance Co., et al. and
Richard E. Schweinberg v. Metropolitan Life Insurance Co. et al., and any other
proceedings that have been disclosed to you in writing by the Company or MetLife
after the date hereof, on the date of this Agreement, there is no legal or
governmental proceeding pending or, to the knowledge of the Company and MetLife,
or as otherwise disclosed to Purchaser, currently being threatened challenging
the Plan or the consummation of the transactions contemplated thereby or the
offering of the Shares or the IPO Shares.

         2.17 Other than as described or contemplated in the Offering
Memorandum, there are no legal or governmental proceedings pending to which the
Company, MetLife or any of their respective subsidiaries is a party or to which
any property of the Company, MetLife or any of their respective subsidiaries is
the subject which, if determined adversely to the Company, MetLife or any of
their respective subsidiaries, could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect; and, to the
knowledge of the Company and MetLife, no

                                        9
<PAGE>   13
such proceedings are threatened or contemplated by governmental authorities or
threatened by others.

         2.18 The policyholder information booklet mailed to policyholders (the
"Policyholder Information Booklet"), as of its date and as of the dates of the
public hearing on the Demutualization and the Policyholder Vote, did not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

         2.19 Neither the Company, MetLife nor any Significant Subsidiary is in
violation of any of its Certificate of Incorporation or By-Laws or other
organizational instruments or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or instrument
to which it is a party or by which it or any of its properties may be bound,
which violation or default would have, individually or in the aggregate, a
Material Adverse Effect.

         2.20 The statements set forth in the Offering Memorandum under the
caption "Description of Capital Stock", insofar as they purport to constitute a
summary of the terms of the Common Stock, and under the captions "Risk
Factors--Demutualization risks--A challenge to the New York Superintendent of
Insurance's approval may adversely affect the terms of the demutualization and
the market price of our common stock and the equity security units," "Risk
Factors--Dividends and payments on our indebtedness may be affected by
limitations imposed on Metropolitan Life Insurance Company and our other
subsidiaries," "Risk Factors--Changes in federal income taxation could adversely
impact sales of our insurance, annuities and investment products," "The
Demutualization," "Business--Regulation," "Business--Competition," and
"Business--Legal Proceedings", insofar as they purport to describe the
provisions of the laws and documents referred to therein, are accurate and
complete in all material respects.

         2.21 The pro forma consolidated statement of income and the pro forma
consolidated balance sheet and the related notes thereto set forth in the
Offering Memorandum have been prepared in all material respects in accordance
with the applicable requirements of Rule 11-02 of Regulation S-X promulgated
under the Securities Exchange Act of 1934, as amended, have been compiled on the
pro forma basis described therein, and, in the opinion of the Company and
MetLife, the assumptions used in the preparation thereof were reasonable at the
time made and the adjustments used therein are based upon good faith estimates
and assumptions believed by the Company and MetLife to be reasonable at the time
made.

         2.22 The financial statements of MetLife and its consolidated
subsidiaries and the balance sheet of the Company, together with the related
notes and schedules set forth in the Offering Memorandum, comply in all material
respects with the requirements of the Act and present fairly in all material
respects the financial position, the results of operations and the

                                       10
<PAGE>   14
changes in cash flows of such entities in conformity with GAAP at the respective
dates or for the respective periods to which they apply; and such statements and
related notes and schedules, if any, have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as described
therein.

         2.23 Neither the Company, MetLife nor any Significant Subsidiary is
and, after giving effect to the offering and sale of the Shares, the Other
Private Purchaser Shares and the IPO Shares, the issuance of the Policyholder
Shares pursuant to the Plan, the allocation of Trust interests pursuant to the
Plan, the issuance and sale of the Units and the consummation of the
Demutualization and the application of the proceeds of the sale of the Shares,
the Other Private Purchaser Shares and the IPO Shares and the Units as described
in the Offering Memorandum, will be an "investment company", as such term is
defined in the Investment Company Act of 1940, as amended (the "Investment
Company Act"), and the rules and regulations thereunder, although certain
separate accounts of MetLife and certain Insurance Subsidiaries are required to
register as investment companies under the Investment Company Act.

         2.24 Deloitte & Touche LLP, who have certified certain financial
statements of the Company and the consolidated financial statements of MetLife
and its subsidiaries, are independent public accountants as required by the Act
and the rules and regulations of the Securities and Exchange Commission ("SEC")
thereunder.

         2.25 Each of the Company and MetLife has reviewed its operations and
those of the Significant Subsidiaries and any third parties with which the
Company, MetLife or any Significant Subsidiary has a material relationship to
evaluate the extent to which the business or operations of MetLife or any
Significant Subsidiary will be affected by the Year 2000 Problem. As a result of
such review, neither the Company nor MetLife has any reason to believe, and does
not believe, that the Year 2000 Problem will have a Material Adverse Effect or
result in any material loss or interference with the business or operations of
the Company, MetLife and the Significant Subsidiaries, taken as a whole. The
"Year 2000 Problem" as used herein means any significant risk that computer
hardware or software used in the receipt, transmission, processing,
manipulation, storage, retrieval, retransmission or other utilization of data or
in the operation of mechanical or electrical systems of any kind will not, in
the case of dates or time periods occurring after December 31, 1999, function at
least as effectively as in the case of dates or time periods occurring prior to
January 1, 2000.

         2.26 The Company and MetLife are duly authorized to execute, deliver
and perform this Agreement and the Standstill Agreement. This Agreement has been
duly authorized, executed and delivered by each of the Company and MetLife, is a
valid and binding agreement of the Company and MetLife, and is enforceable
against the Company and MetLife in accordance with their respective terms,
except to the extent that enforceability may be limited by (i) bankruptcy,
reorganization, liquidation, rehabilitation, insolvency, moratorium or other
laws

                                       11
<PAGE>   15
affecting creditors' rights generally and (ii) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or
equity). Upon execution and delivery thereof by the Company, the Standstill
Agreement will have been duly authorized, executed and delivered by the Company,
will be a valid and binding agreement of the Company, and will be enforceable
against the Company in accordance with its terms, except to the extent that
enforceability may be limited by (i) bankruptcy, reorganization, liquidation,
rehabilitation, insolvency, moratorium or other laws affecting creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or equity).

         2.27 The Capital Note due 2005 of MetLife has been duly authorized by
MetLife, and when duly executed and delivered by MetLife to the Company, will
constitute a valid and legally binding obligation of MetLife, enforceable
against MetLife in accordance with its terms, except to the extent that
enforceability may be limited by (i) bankruptcy, reorganization, liquidation,
rehabilitation, insolvency, moratorium or other laws affecting creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or equity); and such
Capital Note will conform to the descriptions thereof in the Offering
Memorandum.

         2.28 The certificate of the Chief Executive Officer, Chief Financial
Officer or any Senior Executive Vice-President of each of the Company and
MetLife delivered pursuant to the second sentence of Section 4.1 shall be deemed
a representation and warranty by the Company and MetLife to Purchaser hereunder
as to the matters covered thereby.

         2.29 Contemporaneously with entering into this Agreement, the Company
and MetLife are entering into a stock purchase agreement with Banco Santander
Central Hispano, S.A., a Spanish corporation (the "Other Private Placement
Purchaser"). The terms of this Agreement and the Standstill Agreement are no
less favorable to Purchasers than the stock purchase agreement and standstill
agreement executed by the Other Private Placement Purchaser.

         2.30 Subject to the accuracy of the representations and warranties of
Purchasers in Section 3, the offer and sale of the Shares hereunder are exempt
from registration under the Act pursuant to Section 4(2) thereof.

         2.31 Neither the Company nor any affiliate of the Company has directly,
or through any agent, (i) sold, offered for sale, solicited offers to buy or
otherwise negotiated in respect of, any security (as defined in the Act) which
is or will be integrated with the sale of the Shares in a manner that would
require the registration under the Act of the Shares, or (ii) engaged in any
form of general solicitation or general advertising in connection with the
offering of the Shares (as those terms are used in Regulation D under the Act)
or in any manner involving a public offering within the meaning of Section 4(2)
of the Act.

                                       12
<PAGE>   16
         3. Representations and Warranties of Purchaser. Each Purchaser hereby
represents and warrants that:

         3.1 Such Purchaser is duly authorized to execute, deliver and perform
this Agreement and the Standstill Agreement; this Agreement has been duly
executed and delivered by such Purchaser, is a valid and binding agreement of
such Purchaser, and is enforceable against such Purchaser in accordance with its
terms, except to the extent that enforceability may be limited by (i)
bankruptcy, reorganization, liquidation, rehabilitation, insolvency, moratorium
or other laws affecting creditors' rights generally and (ii) general principles
of equity (regardless of whether enforceability is considered in a proceeding at
law or equity) upon execution and delivery thereof by such Purchaser, the
Standstill Agreement will have been duly executed and delivered by such
Purchaser, will be a valid and binding agreement of such Purchaser, and will be
enforceable against such Purchaser in accordance with its terms, except to the
extent that enforceability may be limited by (i) bankruptcy, reorganization,
liquidation, rehabilitation, insolvency, moratorium or other laws affecting
creditors' rights generally and (ii) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or equity); the
execution, delivery and performance by such Purchaser of this Agreement and the
Standstill Agreement do not violate or conflict with or result in a breach of or
constitute (or with notice or lapse of time or both would constitute) a default
under such Purchaser's certificate of incorporation, by-laws or similar
organizational documents, or any agreement to which such Purchaser is a party,
and, subject to the accuracy of the representations and warranties set forth in
Section 2.14, no consents, approvals, authorizations, orders, registrations or
qualifications of or with any court or governmental agency or body or any third
party is required for the execution, delivery or performance by such Purchaser
of this Agreement and the Standstill Agreement.

         3.2 This Agreement is made with such Purchaser in reliance upon such
Purchaser's representation to the Company, which by such Purchaser's execution
of this Agreement such Purchaser hereby confirms, that the Shares will be
acquired for investment for such Purchaser's own account or the account of any
subsidiary of Purchaser, substantially all of the capital stock of which is
directly or indirectly owned by Purchaser (provided that any such subsidiary is
a Qualified Institutional Buyer as such term is defined in Rule 144A under the
Act or an accredited investor, as such term is defined under Regulation D of the
Act), not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that such Purchaser has no present
intention of selling, granting any participation in, or otherwise distributing
the same, provided that nothing in this Section 3.2 shall prevent Purchaser from
transferring the Shares in accordance with the Standstill Agreement.

         3.3 Such Purchaser understands that the Shares it is purchasing have
not been registered under the Act, and absent registration, may not be offered
or sold within the United States except pursuant to an exemption from such laws
or in a transaction not subject to the registration requirements of the Act. In
this connection, such Purchaser represents that it is

                                       13
<PAGE>   17
familiar with Rule 144 under the Act, as presently in effect, and understands
the resale limitations imposed thereby and by the Act.

         3.4 Such Purchaser is a "qualified institutional buyer" as such term is
defined in Rule 144A under the Act or an accredited investor, as such term is
defined under Regulation D of the Act.

         3.5 The certificate of the Chief Executive Officer, Chief Financial
Officer or any Executive Vice President of such Purchaser delivered pursuant to
the second sentence of Section 5.1 shall be deemed a representation and warranty
by such Purchaser to the Company and MetLife hereunder as to the matters covered
thereby.

         4. Conditions to Purchaser's Obligation at Closing. The obligation of
each Purchaser to purchase the Shares at the Closing is subject to the
fulfillment to its satisfaction on or prior to the Closing of the following
conditions:

         4.1 Representations and Warranties. The representations and warranties
made by the Company and MetLife in Section 2 shall be true and correct when
made, and shall be true and correct as of the Closing with the same force and
effect as if they had been made on and as of such date (other than the
representations or warranties made herein in Section 2.16, which shall be true
and correct when made), all covenants and agreements made by the Company herein
shall have been performed to Purchasers' satisfaction and the Company and
MetLife shall have performed or satisfied all conditions on their part to be
performed or satisfied herein at or prior to the Closing. The Chief Executive
Officer, Chief Financial Officer or any Senior Executive Vice President of each
of the Company and MetLife shall have delivered at the Closing a certificate
stating that each of the conditions specified in the preceding sentence has been
fulfilled.

         4.2 Standstill Agreement. The Standstill Agreement shall have been duly
executed and delivered by the Company.

         4.3 Opinions. Debevoise & Plimpton, special counsel to the Company, and
Gary A. Beller, Senior-Executive Vice President and General Counsel to the
Company, shall have delivered to Purchasers their written opinions substantially
to the effect set forth in Exhibits B and C, respectively.

         4.4 The Plan. The Company and MetLife shall have complied with all
conditions to the effectiveness of the Plan, as set forth in the Plan, and the
transactions described in Section 5.2(e)(i)-(v) of the Plan shall have occurred.

         4.5 Initial Public Offering of Common Stock. The initial closing of the
IPO shall have occurred simultaneously with the Closing.

                                       14
<PAGE>   18
         4.6 Superintendent's Approval. The purchase and sale of the Shares
hereunder shall have been approved by the Superintendent of Insurance of the
State of New York.

         5. Conditions to the Company's Obligations at Closing. The obligation
of the Company to sell the Shares at the Closing is subject to the fulfillment
to the Company's satisfaction on or prior to the Closing of the following
conditions:

         5.1 Representations and Warranties. The representations and warranties
of Purchasers contained in Section 3 shall be true as of the Closing with the
same force and effect as if they had been made on and as of such date, all
covenants and agreements made by Purchasers herein shall have been performed to
the Company's satisfaction and Purchasers shall have performed or satisfied all
conditions on their part to be performed or satisfied herein at or prior to the
Closing. The Chief Executive Officer, Chief Financial Officer or any Executive
Vice President of each Purchaser shall have delivered at the Closing a
certificate stating that each of the conditions specified in the preceding
sentence has been fulfilled.

         5.2 Standstill Agreement. The Standstill Agreement shall have been duly
executed and delivered by each Purchaser.

         5.3 The Plan. The Company and MetLife shall have complied with all
conditions to the effectiveness of the Plan, as set forth in the Plan, and the
transactions described in Section 5.2(e)(i)-(v) of the Plan shall have occurred.

         5.4 Initial Public Offering of Common Stock. The initial closing of the
IPO shall have occurred simultaneously with the Closing.

         5.5 Superintendent's Approval. The purchase and sale of the Shares
hereunder shall have been approved by the Superintendent of Insurance of the
State of New York.

         6. Legend. Each of the Company and each Purchaser agrees that the
certificates for the Shares shall bear the following legend thereon, which
legend shall remain until the earliest of (a) the date the securities
represented by such certificates are transferred in accordance with the
provisions of the Standstill Agreement or (b) the termination of the Standstill
Agreement pursuant to Section 9(a) or (c) thereof or the termination of the
Standstill Agreement (other than Sections 1(b), (c) and (d) thereof) pursuant to
Section 9(b) thereof, or as otherwise agreed among the Company, MetLife and
Purchasers:

         THESE SECURITIES WERE SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION
         UNDER THE SECURITIES ACT OF 1933, AND MAY BE OFFERED OR SOLD ONLY IF
         REGISTERED UNDER THE SECURITIES ACT OF 1933 OR IF AN EXEMPTION FROM
         REGISTRATION IS AVAILABLE. THESE

                                       15
<PAGE>   19
         SECURITIES ARE SUBJECT TO THE PROVISIONS OF A STANDSTILL AGREEMENT
         DATED APRIL 3, 2000, BY AND BETWEEN THE ISSUER AND CREDIT SUISSE FIRST
         BOSTON (THROUGH ITS GUERNSEY BRANCH) AND WINTERTHUR LIFE, AND MAY NOT
         BE SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.

         7. Termination.

         7.1 Grounds for Termination. This Agreement may be terminated at any
time prior to the Closing:

         (a) by mutual written agreement of the Company and Purchasers; or

         (b) by either the Company or Purchasers if there shall be any law or
     regulation that makes consummation of the transactions contemplated hereby
     illegal or otherwise prohibited or if consummation of the transactions
     contemplated hereby would violate any nonappealable final order, decree or
     judgment of any court or governmental body having competent jurisdiction.

The party desiring to terminate this Agreement pursuant to clause 7.1(b) shall
give notice of such termination to the other party.

         7.2 Effect of Termination. If this Agreement is terminated as permitted
by Section 7.1, such termination shall be without liability of either party (or
any stockholder, director, officer, employee, agent, consultant or
representative of such party) to the other party to this Agreement.

         8. Miscellaneous.

         8.1 Survival. The representations and warranties set forth in Sections
2 and 3 shall survive until three years after the date of the Closing.

         8.2 Expenses; Indemnification. Irrespective of whether the Closing is
effected, the Company and MetLife shall pay all expenses incident to the
performance of their obligations under this Agreement, including (a) the
preparation, printing, delivery to Purchasers of the Offering Memorandum
(including financial statements and any schedules or exhibits and any document
incorporated therein by reference) and of each amendment or supplement thereto,
(b) the preparation, printing and delivery to Purchasers of this Agreement, (c)
the preparation, issuance and delivery of the certificates for the Shares to
Purchasers, including any transfer taxes, any stamp or other duties payable upon
the sale, issuance and delivery of the Shares to Purchasers, and (d) the fees
and disbursements of the Company's and MetLife's counsel,

                                       16
<PAGE>   20
accountants and other advisors. Except as provided in this Section, Purchasers
shall pay all of its own costs and expenses in connection with the transactions
contemplated hereby, including the fees of its counsel. Each of (i) the Company
and MetLife, on the one hand, and Purchasers, on the other hand, shall indemnify
the other for any loss or liability incurred by the indemnified party as the
result of any breach of the indemnifying party's representations or warranties
hereunder and (ii) the Company and MetLife shall indemnify Purchasers and their
affiliates for any loss or liability (including the reasonable cost of
investigation and defense and the reasonable fees and expenses of counsel)
incurred by Purchasers or any of such affiliates in connection with any action,
proceeding or investigation (an "Action") brought by or on behalf of any MetLife
policyholder (in his, her or its capacity as such), but only to the extent that
such loss or liability arises from the fact that the Company, MetLife or
Purchasers (or such affiliate) entered into this Agreement or consummated the
transactions contemplated hereby. Any party that may be entitled to
indemnification hereunder (the "Indemnified Party") shall promptly notify the
party from whom indemnification is sought hereunder (the "Indemnifying Party")
in writing of the Indemnified Party's receipt of notice of its involvement in
any Action in respect of which a claim for indemnification is to be made
hereunder; provided, however, that any failure to so notify the Indemnifying
Party shall not affect the Indemnifying Party's obligations to so indemnify such
person except to the extent that the Indemnifying Party is materially prejudiced
by such failure.

         8.3 Entire Agreement. This Agreement, together with the Standstill
Agreement, contains the entire understandings of the parties with respect to the
subject matter of such agreements. This Agreement may not be amended or any
provision waived except by a writing signed, in the case of an amendment, by
each party hereto and, in the case of a waiver, by the party against whom the
waiver is to be effective. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof unless the
other party is materially prejudiced thereby, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.
This Agreement is not assignable by either of the parties without the prior
written consent of the other, except that (i) prior to Closing, this Agreement
may be transferred or assigned by a Purchaser to any one or more subsidiary of
Purchaser, substantially all of the capital stock of which is directly or
indirectly owned by Purchaser that is a Qualified Institutional Buyer (as that
term is defined in Rule 144A under the Act or is an accredited investor (as such
term is defined under Regulation D of the Act), provided that such assignee
enters into an assumption agreement with respect to this Agreement reasonably
satisfactory to the Company and MetLife and a Standstill Agreement substantially
in the form of Exhibit A and (ii) after Closing, this Agreement may be assigned
by a Purchaser to one or more of its affiliates to whom Shares are properly
transferred in accordance with the Standstill Agreement, provided that no
transfer or assignment pursuant clause (i) or (ii) will relieve the Purchaser of
its obligations hereunder. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, any affiliate to whom the Shares are delivered
pursuant hereto, and their respective successors and permitted assignees.

                                       17
<PAGE>   21
         8.4 Severability. If any terms, provision or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions and restrictions of this
Agreement shall remain in full force and effect, unless such action would
substantially impair the benefits to either party of the remaining provisions of
this Agreement.

         8.5 Liability of MetLife. Notwithstanding anything to the contrary
herein, MetLife shall have no liability to Purchasers hereunder if the Closing
is not effected for any reason.

         8.6 Notices. Any notices and other communications required to be given
pursuant to this Agreement shall be deemed to have been duly given or made as of
the date delivered or mailed if delivered personally, mailed by registered or
certified mail (postage prepaid, return receipt requested), or delivered by
facsimile or by telex, as follows:

           If to the Company:

                MetLife, Inc.
                1 Madison Avenue
                New York, New York 10010-3690
                Attention: General Counsel
                Telecopier: (212) 679-4523

           with a copy to:

                Debevoise & Plimpton
                875 Third Avenue
                New York, New York 10022
                Attention: James C. Scoville, Esq.
                Telecopier: (212) 909-6836

           If to Purchasers:

                Credit Suisse First Boston
                Guernsey Branch
                P.O. Box 589
                Helvetia Court
                South Esplanade
                St. Peter Port
                Guernsey GY1 6LU
                Channel Islands

                                       18
<PAGE>   22
                Attention: Chief Financial Officer
                Telecopier: 44-1481-711-940

                                       19
<PAGE>   23
                Winterthur Life
                Paustrasse 9
                8401 Winterthur
                Switzerland
                Attention: Chief Financial Officer
                Telecopier: 41-52-261-7188
                Attention: General Counsel
                Telecopier: 41-52-261-4714

           with copies to:

                Credit Suisse First Boston Corporation
                11 Madison Avenue
                New York, NY 10010
                Attention: Chief Financial Officer
                Telecopier: (212) 325-8264
                Attention: General Counsel
                Telecopier: (212) 325-4819

         8.7 Governing Law, etc. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the conflict of law provisions thereof. This Agreement may be executed in one
or more counterparts, which together will constitute a single agreement.

         8.8 Jurisdiction. Except as otherwise expressly provided in this
Agreement, the parties hereto agree that any suit, action or proceeding seeking
to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall be
brought in the United States District Court for the Southern District of New
York or, if such court shall not have jurisdiction over such suit, any New York
State court sitting in New York City, so long as such courts shall have subject
matter jurisdiction over such suit, action or proceeding, and that any cause of
action arising out of this Agreement shall be deemed to have arisen from a
transaction of business in the State of New York, and each of the parties hereby
irrevocably consents only with respect to such suits, actions or proceedings to
the jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding in any such
court or that any such suit, action or proceeding which is brought in any such
court has been brought in an inconvenient forum. Without limiting the foregoing,
each party agrees that service of process on such party as provided in Section
8.6 shall be deemed effective service of process on such party.

                                       20
<PAGE>   24
         8.9 Waiver of Jury Trial. Each of the parties hereto irrevocably waives
any and all right to trial by jury in any legal proceeding arising out of or
related to this Agreement or the transactions contemplated hereby.

         8.10 Additional Representations and Warranties. In the event that the
underwriting agreement relating to the IPO, when executed, includes any
representation or warranty of the Company or MetLife that is not included in
Section 2 or is different from any representation or warranty included in
Section 2 (other than any portion of any such representation or warranty in the
IPO underwriting agreement that relates solely to the registration of the shares
of Common Stock under the Act), this Agreement will be amended to include such
additional or different representation or warranty and re-executed by the
parties.

         9. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.

                                       21
<PAGE>   25
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year hereinabove first written.

                                         CREDIT SUISSE FIRST BOSTON
                                         (through its Guernsey Branch)


                                         By: /s/ A L Le Conte
                                            ------------------------------------
                                            Name: A L Le Conte
                                            Title: Chief Financial Officer


                                         By: /s/ K C Wallbridge
                                            ------------------------------------
                                            Name: K C Wallbridge
                                            Title: Deputy Head of Branch



                                         WINTERTHUR LIFE


                                         By: /s/ Erwin Heri
                                            ------------------------------------
                                            Name: Erwin Heri
                                            Title: Chief Investment Officer


                                         By: /s/ Peter Mathis
                                            ------------------------------------
                                            Name: Peter Mathis
                                            Title: Member of Management



                                         METLIFE, INC.


                                         By: /s/ William J. Wheeler
                                            ------------------------------------
                                            Name:
                                            Title:



                                         METROPOLITAN LIFE INSURANCE
                                         COMPANY


                                         By: /s/ William J. Wheeler
                                            ------------------------------------
                                            Name:
                                            Title:


<PAGE>   26


                                                                      Schedule 1


                             Shares to be Purchased

<TABLE>
<CAPTION>
Purchaser                                Shares Purchased
---------                                ----------------
<S>                                      <C>
Credit Suisse First Boston               14,000,000
Winterthur Life                          16,000,000
</TABLE>
<PAGE>   27
                                                                      Schedule 2


                            SIGNIFICANT SUBSIDIARIES

                           GenAmerica Corporation (MO)

                  General American Life Insurance Company (MO)

                 Reinsurance Group of America, Incorporated (MO)

                     New England Life Insurance Company (MA)

                           Nvest Companies, L.P. (DE)

            Metropolitan Property and Casualty Insurance Company (RI)

                 State Street Research & Management Company (DE)
<PAGE>   28
                                                                       EXHIBIT B

                         Opinion of Debevoise & Plimpton

         i.       The Company has been duly incorporated and is validly existing
                  as a corporation in good standing under the laws of the State
                  of Delaware, with corporate power and authority to own its
                  properties and conduct its business as described in the
                  Offering Memorandum;

         ii.      MetLife has been duly incorporated and is validly existing as
                  a stock life insurance company in good standing under the laws
                  of the State of New York, with corporate power and authority
                  to own its property and conduct its business as described in
                  the Offering Memorandum;

         iii.     The Company has an authorized capitalization as described in
                  the Offering Memorandum, and all of the issued shares of
                  capital stock of the Company (including the Shares, the Other
                  Private Placement Shares and the IPO Shares being delivered at
                  the date of the opinion) have been duly authorized and validly
                  issued and are or (with respect to the Shares, the Other
                  Private Purchaser Shares and the IPO Shares being delivered at
                  the date of the opinion, when paid for in accordance with the
                  terms of this Agreement, the stock purchase agreement with the
                  Other Private Placement Purchaser and the IPO underwriting
                  agreements, respectively) will be fully paid and
                  nonassessable; the Policyholder Shares, when issued pursuant
                  to the Plan, will be duly authorized and validly issued and
                  fully paid and nonassessable; stockholders of the Company have
                  no preemptive rights with respect to the Shares arising out of
                  the Amended and Restated Certificate of Incorporation or the
                  Amended and Restated By-Laws of the Company or the Delaware
                  General Corporation Law (the "DGCL"); and the Transaction
                  Shares conform in all material respects to the description of
                  the Common Stock contained in the Offering Memorandum;

         iv.      This Agreement has been duly authorized, executed and
                  delivered by the Company and MetLife, and constitutes a valid
                  and legally binding obligation of the Company and MetLife,
                  enforceable against the Company and MetLife in accordance with
                  its terms, except to the extent that enforceability may be
                  limited by (i) bankruptcy, reorganization, liquidation,
                  rehabilitation, insolvency, moratorium or other laws affecting
                  creditors' rights generally and (ii) general principles of
                  equity (regardless of whether enforceability is considered in
                  a proceeding at law or equity); and the Standstill Agreement
                  has been duly authorized, executed and delivered by the
                  Company and constitutes a valid and legally binding obligation
                  of the Company, enforceable against the Company in accordance
                  with its terms, except to the extent that enforceability may
                  be limited by (i) bankruptcy, reorganization, liquidation,
                  rehabilitation, insolvency, moratorium or other laws affecting
                  creditors' rights
<PAGE>   29
                  generally and (ii) general principles of equity (regardless of
                  whether enforceability is considered in a proceeding at law or
                  equity);

         v.       The Plan has been duly adopted by the required vote of the
                  Board of Directors of MetLife (which adoption complied with
                  the applicable requirements of Section 7312) and submitted to
                  the New York Superintendent in the manner and accompanied by
                  all information and certificates required by Section 7312; on
                  [     ], 2000, the Superintendent's Order was issued and such
                  Order remains unmodified and is in full force and effect; no
                  other Approvals are required to be obtained under Section 7312
                  or, to such counsel's knowledge, otherwise under the New York
                  Reorganization Laws and Regulations, for the effectiveness of
                  the Plan; the Plan has become effective in accordance with its
                  terms;

         vi.      The issuance and sale of the Shares by the Company to
                  Purchaser hereunder, the issuance and sale of the Other
                  Private Purchaser Shares by the Company to the Other Private
                  Placement Purchaser by the Company under the stock purchase
                  agreement with such Other Private Placement Purchaser, the
                  issuance and Sale of the IPO Shares by the Company to the
                  underwriters under the IPO underwriting agreements, the
                  issuance of the Policyholder Shares pursuant to the Plan, the
                  issuance, sale and purchase of the Capital Note, the creation
                  and operation of the Policyholder Trust pursuant to the Plan,
                  the issuance of the Trust Interests pursuant to the Plan, the
                  issuance and sale of the Units, the entry into and compliance
                  by the Company and MetLife and with all provisions of this
                  Agreement, the Standstill Agreement, the stock purchase
                  agreement and standstill agreement entered into with the Other
                  Private Placement Purchaser, and the Plan and the consummation
                  of the transactions herein and therein contemplated will not
                  result in any violation of the provisions of (i) the
                  Certificate of Incorporation or By-Laws or similar
                  organizational documents of the Company or MetLife, (ii) any
                  agreement or instrument listed as an exhibit to the
                  Registration Statement on Form S-1 for the IPO, or (iii) any
                  New York or Federal statute or the DGCL or any rule or
                  regulation known to such counsel of any New York or Federal
                  governmental agency or body having jurisdiction over the
                  Company, MetLife or any Significant Subsidiary or any of their
                  properties, except, in the case of clauses (ii) and (iii), as
                  would not, individually or in the aggregate, adversely affect
                  the validity of the Transaction Shares, the Trust Interests or
                  the Units or the creation and operation of the Policyholder
                  Trust pursuant to the Plan, or have a Material Adverse Effect;

         vii.     Each of the Company, MetLife and each significant subsidiary
                  has made all Filings required to be made pursuant to, and has
                  obtained all Approvals required to be obtained under, either
                  (a) any law or regulation of the United States or the State of
                  New York or (b) the DGCL for the issuance and sale by the
                  Company of the Shares, the Other Private Purchaser Shares and
                  the IPO Shares, the issuance of the Policyholder Shares
                  pursuant to the Plan, the issuance, sale and purchase of the
                  Capital Note, the creation and operation of the Policyholder
                  Trust pursuant to the


                                        2
<PAGE>   30
                  Plan, the issuance of the Trust Interests pursuant to the
                  Plan, the issuance and sale of the Units, the compliance by
                  the Company and MetLife and with all of the provisions of this
                  Agreement, the Standstill Agreement, the stock purchase
                  agreement and standstill agreement entered into with the Other
                  Private Placement Purchaser, and the Plan and the consummation
                  of the transactions herein and therein contemplated, except
                  for such Filings and Approvals (i) as may be required under
                  state securities, insurance securities or Blue Sky laws in
                  connection with the purchase and distribution of the IPO
                  Shares and the Units by the underwriters, or (ii) individually
                  or in the aggregate, as would not adversely affect the
                  validity, performance of, or adversely affect the
                  consummation of, the transactions contemplated by this
                  Agreement, the Standstill Agreement, the stock purchase
                  agreement and standstill agreement entered into with the Other
                  Private Placement Purchaser, and the Plan and would not have a
                  Material Adverse Effect;

         viii.    The statements set forth in the Offering Memorandum under the
                  caption "Description of Capital Common Stock", insofar as they
                  purport to constitute a summary of the terms of the Common
                  Stock, and under the captions "Risk Factors-Dividends and
                  payments on our indebtedness may be affected by limitations
                  imposed on Metropolitan Life Insurance Company and our other
                  subsidiaries", "Risk Factors-Changes in federal income
                  taxation could adversely impact sales of our insurance,
                  annuities and investment products", "The Demutualization",
                  "Business-Regulation-Insurance regulation",
                  "Business-Regulation-ERISA Considerations" and
                  "Business-Competition", insofar as they purport to describe
                  the provisions of the laws and documents referred to therein,
                  are accurate and complete in all material respects.

         ix.      Neither the Policyholder Shares nor the Trust Interests
                  require registration under the Act;

         x.       The Policyholder Trust has been duly created under the laws of
                  Delaware with the power and authority to own property and
                  conduct its business as described in the Offering Memorandum;

         xi.      The Capital Note has been duly authorized and validly executed
                  and issued and when such Capital Note is delivered by MetLife
                  to the Company against payment therefor, it will constitute a
                  valid and legally binding obligation of MetLife, enforceable
                  against MetLife in accordance with its terms, except to the
                  extent that enforceability may be limited by (i) bankruptcy,
                  reorganization, liquidation, rehabilitation, insolvency,
                  moratorium or other laws affecting creditors' rights generally
                  and (ii) general principles of equity (regardless of whether
                  enforceability is considered in a proceeding at law or
                  equity); the Capital Note will conform to the descriptions
                  thereof in the Offering Memorandum; and


                                        3
<PAGE>   31
         xii.     Neither the Company nor MetLife is or, after giving effect to
                  the issuance and sale of the Shares, the Other Private
                  Purchaser Shares and the IPO Shares, the issuance of the
                  Policyholder Shares pursuant to the Plan, the issuance of
                  Trust Interests pursuant to the Plan, the issuance and sale of
                  the Units, the consummation of the Demutualization and the
                  application of the proceeds of the sale of the Shares, the
                  Other Private Purchaser Shares, the IPO Shares and the Units
                  as described in the Offering Memorandum, will be an
                  "investment company", as such term is defined in the
                  Investment Company Act, and the rules and regulations
                  thereunder, although certain separate accounts of MetLife and
                  its subsidiaries are required to register as investment
                  companies under the Investment Company Act; and

         xiii.    Assuming the accuracy of the representations and warranties of
                  Company under Section 2.31 of this Agreement, the
                  representations and warranties of Purchaser under Section
                  3.2, 3.3 and 3.4 of this Agreement, the offer and sale of the
                  Shares pursuant to this Agreement are exempt from registration
                  under the Act pursuant to Section 4(2) thereof.

                  In rendering such opinion, such counsel may state that they
express no opinion as to the laws of any jurisdiction other than the United
States, the State of New York and the DGCL and that to the extent that the
opinions in clauses (vi), (vii) and (x) involve Delaware law, such counsel has
relied with your permission on the opinion of Richards, Layton & Finger
addressed to the Underwriters.

                  In rendering such opinion, such counsel may expressly assume
that courts would rely upon and give effect to Black Box (publicly available
June 26, 1990) and Squadron, Ellenoff, Pleasant & Lehrer (publicly available
February 28, 1992) as applicable law.


                                        4
<PAGE>   32
                                                                       EXHIBIT C


                         Opinion of Gary A. Beller, Esq.


         i.       The Company has been duly incorporated and is validly existing
                  as a corporation in good standing under the laws of the State
                  of Delaware, with the corporate power and authority to own its
                  properties and conduct its business as described in the
                  Offering Memorandum;

         ii.      MetLife has been duly incorporated and is validly existing as
                  a stock life insurance company in good standing under the laws
                  of the State of New York, with the corporate power and
                  authority to own its properties and conduct its business as
                  described in the Offering Memorandum;

         iii.     The Company has an authorized capitalization as set forth in
                  the Offering Memorandum, and all of the issued shares of
                  capital stock of the Company (including the Shares, the Other
                  Private Placement Shares and the IPO Shares being delivered at
                  the date of the opinion) have been duly authorized and validly
                  issued and are or (with respect to the Shares, the Other
                  Private Purchaser Shares and the IPO Shares being delivered at
                  the date of the opinion, when paid for in accordance with the
                  terms of this Agreement, the stock purchase agreement with the
                  Other Private Placement Purchaser and the IPO underwriting
                  agreements, respectively) will be fully paid and
                  nonassessable; the Policyholder Shares, when issued pursuant
                  to the Plan, will be duly authorized and validly issued and
                  fully paid and nonassessable; stockholders of the Company have
                  no preemptive rights with respect to the Shares arising out of
                  the Amended and Restated Certificate of Incorporation or
                  Amended and Restated By-Laws of the Company or the DGCL; and
                  the Transaction Shares conform in all material respects to the
                  description of the Common Stock contained in the Offering
                  Memorandum;

         iv.      Each Significant Subsidiary has been duly organized and is
                  validly existing as a corporation or partnership, as
                  applicable, and is in good standing under the laws of its
                  jurisdiction of organization; and all issued shares of capital
                  stock or other ownership interests of each Significant
                  Subsidiary have been duly authorized and validly issued, are
                  fully paid and nonassessable, and (except as described in the
                  Offering Memorandum and except for directors' qualifying
                  shares) are owned directly or indirectly by the Company, free
                  and clear of all liens, encumbrances, equities or claims,
                  other than any lien, encumbrance, equity or claim which would
                  not have a Material Adverse Effect;

         v.       Each of the Company, MetLife and each Significant Subsidiary
                  has been duly qualified as a foreign corporation or
                  partnership, as applicable, for the transaction of business
                  and, to the extent such concept is applicable, is in good
                  standing under the laws of each other jurisdiction in which
                  its ownership or lease of property or the
<PAGE>   33
                  conduct of its business requires such qualification, except
                  where the failure to be so qualified and in good standing, as
                  applicable, would not have a Material Adverse Effect;

         vi.      Each of MetLife and each Insurance Subsidiary is duly
                  organized and licensed as an insurance company in its
                  jurisdiction of incorporation, and is duly licensed or
                  authorized as an insurer in each other jurisdiction where it
                  is required to be so licensed or authorized to conduct its
                  business as described in the Offering Memorandum, in each case
                  with such exceptions as would not have, individually or in the
                  aggregate, a Material Adverse Effect; except as otherwise
                  described in the Offering Memorandum, each of MetLife and each
                  Insurance Subsidiary has all other Approvals of and from all
                  insurance regulatory authorities to conduct its business, with
                  such exceptions as would not have, individually or in the
                  aggregate, a Material Adverse Effect; to such counsel's
                  knowledge, there is no pending or threatened action, suit,
                  proceeding or investigation that could reasonably be expected
                  to lead to the revocation, termination or suspension of any
                  such Approval, the revocation, termination or suspension of
                  which would have, individually or in the aggregate, a Material
                  Adverse Effect; and, to such counsel's knowledge, no insurance
                  regulatory agency or body has issued any order or decree
                  impairing, restricting or prohibiting the payment of dividends
                  by any Insurance Subsidiary to its parent which would have,
                  individually or in the aggregate, a Material Adverse Effect;

         vii.     Each of the Company, MetLife and each Significant Subsidiary
                  has all necessary Approvals from, and has made all Filings
                  with, all insurance regulatory authorities, all Federal,
                  state, local and other governmental authorities, all
                  self-regulatory organizations and all courts and other
                  tribunals, which are necessary to own, lease, license and use
                  its properties and assets and to conduct its business in the
                  manner described in the Offering Memorandum, except where the
                  failure to have such Approvals or to make such Filings would
                  not have, individually or in the aggregate, a Material Adverse
                  Effect; all such Approvals and Filings are in full force and
                  effect and, to such counsel's knowledge, neither the Company
                  nor MetLife nor any Significant Subsidiary has received any
                  notice of any event, inquiry, investigation or proceeding that
                  would reasonably be expected to result in the suspension,
                  revocation or limitation of any such Approval or otherwise
                  impose any limitation on the conduct of the business of the
                  Company, MetLife or any such Subsidiary, except as described
                  in the Offering Memorandum or any such suspension, revocation
                  or limitation which would not have, individually or in the
                  aggregate, a Material Adverse Effect;

         viii.    Each Broker-Dealer Subsidiary and each Investment Advisor
                  Subsidiary of MetLife is duly licensed or registered as a
                  broker-dealer or investment advisor, as the case may be, in
                  each jurisdiction where it is required to be so licensed or
                  registered to conduct its business, in each case, with such
                  exceptions as would not have,


                                        2
<PAGE>   34
                  individually or in the aggregate, a Material Adverse Effect;
                  each Broker-Dealer Subsidiary and each Investment Advisor
                  Subsidiary has all other necessary Approvals of and from all
                  applicable regulatory authorities, including any
                  self-regulatory organization, to conduct its business, in each
                  case with such exceptions as would not have, individually or
                  in the aggregate, a Material Adverse Effect; except as
                  otherwise described in the Offering Memorandum, to such
                  counsel's knowledge, no Broker-Dealer Subsidiary or Investment
                  Advisor Subsidiary has received any notification from any
                  applicable regulatory authority to the effect that any
                  additional Approvals from such regulatory authority are needed
                  to be obtained by such Subsidiary in any case where it could
                  be reasonably expected that (x) such Broker-Dealer Subsidiary
                  or Investment Advisor Subsidiary would in fact be required
                  either to obtain any such additional Approvals or cease or
                  otherwise limit engaging in certain business and (y) the
                  failure to have such Approvals or limiting such business would
                  have a Material Adverse Effect;

         ix.      To such counsel's knowledge, other than Mark Smilow and
                  Patrick Emanuel v. Metropolitan Life Insurance Company, et
                  al., Mollve E. Rothstein v. Metropolitan Life Insurance
                  Company, et al., Eugenia J. Fiala and Chris Waterson v.
                  Metropolitan Life Insurance Company, et al., Geneva Meloy, et
                  al. v. Metropolitan Life Insurance Company, et al., Leo F.
                  Schor v. Metropolitan Life Insurance Co. et al. and Richard E.
                  Schweinberg v. Metropolitan Life Insurance Co. et al., and any
                  other proceedings that have been disclosed to you in writing
                  by the Company or MetLife after the date hereof, on the date
                  of this Agreement there were no legal or governmental
                  proceeding pending or, to such counsel's knowledge, or as
                  otherwise disclosed to you, currently being threatened
                  challenging the Plan, the Superintendent's Order or the
                  consummation of the transactions contemplated thereby or the
                  sale of the Shares, the Other Private Purchaser Shares or the
                  IPO Shares;

         x.       To such counsel's knowledge, other than as described or
                  contemplated in the Offering Memorandum, there are no legal or
                  governmental proceedings pending to which the Company, MetLife
                  or any Significant Subsidiary is a party or of which any
                  property of the Company, MetLife or any Significant Subsidiary
                  is the subject which, if determined adversely to the Company,
                  MetLife or any Significant Subsidiary, could reasonably be
                  expected to have, individually or in the aggregate, a Material
                  Adverse Effect; and, to such counsel's knowledge and other
                  than as described or contemplated in the Offering Memorandum,
                  no such proceedings are threatened or contemplated by
                  governmental authorities or threatened by others;

         xi.      This Agreement has been duly authorized, executed and
                  delivered by the Company and MetLife, and constitutes a valid
                  and legally binding obligation of the Company and MetLife,
                  enforceable against the Company and MetLife in accordance with
                  its terms, except to the extent that enforceability may be
                  limited by (i) bankruptcy, reorganization, liquidation,
                  rehabilitation, insolvency, moratorium or other laws


                                        3
<PAGE>   35
                  affecting creditors' rights generally and (ii) general
                  principles of equity (regardless of whether enforceability is
                  considered in a proceeding at law or equity); and the
                  Standstill Agreement has been duly authorized, executed and
                  delivered by the Company and constitutes a valid and legally
                  binding obligation of the Company, enforceable against the
                  Company in accordance with its terms, except to the extent
                  that enforceability may be limited by (i) bankruptcy,
                  reorganization, liquidation, rehabilitation, insolvency,
                  moratorium or other laws affecting creditors' rights generally
                  and (ii) general principles of equity (regardless of whether
                  enforceability is considered in a proceeding at law or
                  equity);

         xii.     The Capital Note has been duly authorized and validly executed
                  and issued and when the Capital Note is delivered by MetLife
                  to the Company against payment therefor, it will constitute a
                  valid and legally binding obligation of MetLife, enforceable
                  against MetLife in accordance with its terms, except to the
                  extent that enforceability may be limited by (i) bankruptcy,
                  reorganization, liquidation, rehabilitation, insolvency,
                  moratorium or other laws affecting creditors' rights generally
                  and (ii) general principles of equity (regardless of whether
                  enforceability is considered in a proceeding at law or
                  equity); the Capital Note will conform to the descriptions
                  thereof in the Offering Memorandum;

         xiii.    No Significant Subsidiary is or, after giving effect to the
                  issuance and sale of the Shares, the Other Private Purchaser
                  Shares or the IPO Shares, the issuance of the Policyholder
                  Shares pursuant to the Plan, the issuance of the Trust
                  Interests pursuant to the Plan, the issuance and sale of the
                  Units, the consummation of the Demutualization and the
                  application of the proceeds of the sale of the Shares, the
                  Other Private Purchaser Shares, the IPO Shares and the Units
                  as described in the Offering Memorandum, will be an
                  "investment company", as such term is defined in the
                  Investment Company Act, and the rules and regulations
                  thereunder, although certain separate accounts of MetLife and
                  its subsidiaries are required to register as investment
                  companies under the Investment Company Act;

         xiv.     The issuance and sale of the Shares, the Other Private
                  Purchaser Shares and the IPO Shares, the issuance of the
                  Policyholder Shares pursuant to the Plan, the issuance, sale
                  and purchase of the Capital Note, the creation and operation
                  of the Policyholder Trust pursuant to the Plan, the issuance
                  of the Trust Interests pursuant to the Plan, the issuance and
                  sale of the Units, the entry into and compliance by the
                  Company and MetLife with all provisions of this Agreement, the
                  Standstill Agreement, the stock purchase agreement and
                  standstill agreement entered into with the Other Private
                  Placement Purchaser, and the Plan and the consummation of the
                  transactions herein and therein contemplated will not conflict
                  with or result in a breach or violation of any of the terms or
                  provisions of, or constitute a default under, any indenture,
                  mortgage, deed of trust, loan agreement or other agreement or
                  instrument known to such counsel to which the Company, MetLife
                  or any Significant Subsidiary is a party or by which the
                  Company, MetLife or any


                                        4
<PAGE>   36
                  Significant Subsidiary is bound or to which any of the
                  property or assets of the Company, MetLife or any of their
                  respective subsidiaries is subject, nor will such action
                  result in any violation of the provisions of (x) the Amended
                  and Restated Certificate of Incorporation or Amended and
                  Restated By-Laws or similar organizational documents of the
                  Company, MetLife or any Significant Subsidiary or (y) to such
                  counsel's knowledge, any statute or any order, rule or
                  regulation of any court or insurance regulatory agency or
                  other governmental agency or body having jurisdiction over the
                  Company, MetLife or any Significant Subsidiary or any of their
                  properties, in each case the effect of which (other than a
                  violation of the Amended and Restated Certificate of
                  Incorporation or the Amended and Restated By-Laws or similar
                  organizational documents of the Company or MetLife),
                  individually or in the aggregate, would be either to adversely
                  affect the validity of the Transaction Shares, the Trust
                  Interests or the Units or the creation and operation of the
                  Policyholder Trust pursuant to the Plan or have a Material
                  Adverse Effect;

         xv.      Each of the Company, MetLife and the Significant Subsidiaries
                  have made all Filings required to be made pursuant to, and
                  have obtained all Approvals required to be obtained, under,
                  any law or regulation of the United States or any state
                  thereof for the issuance and sale by the Company of the
                  Shares, the Other Private Purchaser Shares and the IPO Shares,
                  the issuance of the Policyholder Shares pursuant to the Plan,
                  the issuance, sale and purchase of the Capital Note, the
                  creation and operation of the Policyholder Trust pursuant to
                  the Plan, the issuance of the Trust Interests pursuant to the
                  Plan, the issuance and sale of the Units, the compliance by
                  the Company and MetLife with all provisions of this Agreement
                  and the Standstill Agreement and the consummation of the
                  transactions herein contemplated, except for such Filings and
                  Approvals as (i) may be required under state securities,
                  insurance securities or Blue Sky laws in connection with the
                  purchase and distribution of the IPO Shares and the Units by
                  the underwriters, or (ii) individually or in the aggregate,
                  would not adversely affect the validity of the Shares, the
                  Other Private Purchaser Shares, the IPO Shares or the
                  Policyholder Shares or have a Material Adverse Effect; and all
                  other Filings and Approvals required to be made or obtained on
                  or prior to the Plan Effective Date in connection with the
                  Demutualization or for the consummation by the Company and
                  MetLife of the transactions contemplated by this Agreement,
                  the Standstill Agreement, the stock purchase agreement and
                  standstill agreement entered into with the Other Private
                  Placement Purchaser or the Plan have been so obtained and are
                  in full force and effect, except as described in the Offering
                  Memorandum or to the extent that the failure to make any such
                  Filings or to have any such Approvals would not have,
                  individually or in the aggregate, a Material Adverse Effect
                  and would not adversely affect the validity, performance of or
                  consummation of the transactions contemplated by this
                  Agreement, the Standstill Agreement, the stock purchase
                  agreement and standstill agreement entered into with the Other
                  Private Placement Purchaser or the Plan or adversely affect
                  the creation and operation of the Policyholder Trust pursuant
                  to the Plan or adversely affect the Capital Note; and


                                       5
<PAGE>   37
         xvi.     The statements set forth in the Offering Memorandum under the
                  captions "Risk Factors--Demutualization risks--A challenge to
                  the New York Superintendent of Insurance's approval may
                  adversely affect the terms of the demutualization and the
                  market price of our common stock and the equity security
                  units" (with respect solely to the description of the laws
                  contained therein), "Business--Regulation--Broker-Dealer and
                  Securities Regulation" and "Business--Regulation--
                  Environmental Considerations", insofar as they purport to
                  describe the provisions of the laws and documents referred
                  to therein, are accurate and complete in all material
                  respects.

                  In rendering such opinion, such counsel may state that he is
admitted to practice law in the State of New York and that he expresses no
opinion as to the laws of any jurisdiction other than the United States, the
State of New York and the DGCL and that to the extent that the opinions in
clauses (xiv) and (xv) involve Delaware law, such counsel has relied with your
permission on the opinion of Richards, Layton & Finger addressed to the
Underwriters. Such counsel may state that, insofar as the opinion rendered above
relates to any Significant Subsidiary, such counsel has relied on the opinions
of the General Counsel of such Subsidiary and insofar as the opinion expressed
above relates to the Company, MetLife and their subsidiaries (other than
Significant Subsidiaries) and involve the laws of jurisdictions other than New
York and the United States, such counsel has not retained local counsel but has
relied upon the familiarity of members of MetLife's Law Department over whom
such counsel exercises general supervision with the relevant laws of such
jurisdictions. Such counsel may also state that, insofar as such opinion
involves matters of fact, he has relied upon certificates of officers of MetLife
and the Significant Subsidiaries.


                                        6