EX-10.3



 





AMENDMENT TO MANAGEMENT PERFORMANCE SHARE AGREEMENTS




     Pursuant to the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the “Plan”),
MetLife, Inc. hereby amends each of your Management Performance Share Agreements (the “Agreements”)
as of December 31, 2007, as follows (this “Amendment”):



     1. Section 2(f) of each Agreement is restated in its entirety as follows:




     (f) Other Termination of Employment. Unless the Committee determines
otherwise, if no other provision in this Section 2 regarding change of status applies,
including, for example, your voluntary termination of employment, your termination without
Retirement or Bridge Eligibility, or your termination by the Company or an Affiliate without
Cause, your Performance Shares will be forfeited immediately unless you are offered a
separation agreement by the Company or an Affiliate under a severance program. To the
extent you are offered a separation agreement by the Company or an Affiliate, and your
separation agreement becomes final, your Prorated Performance Shares will be due and payable
to you. The number of your “Prorated Performance Shares” will be determined by dividing the
number of calendar months in the Performance Period that have ended as of the end of the
month of the termination of your employment by thirty-six (36), multiplying the result by
the number of your Performance Shares, and rounding to the nearest whole number;
provided, however, that if the date of the termination of your employment is prior
to the first anniversary of the beginning of the Performance Period, then the number of your
Prorated Performance Shares shall be zero (0). Payment for each of your Prorated
Performance Shares will be made in cash at a value equal to the Closing Price on the Grant
Date, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation
agreement does not become final, your Performance Shares will be forfeited.



     2. Section 3 of each Agreement is restated in its entirety as follows:




3. Change of Control.




     (a) Except as provided in Section 3(b), and unless otherwise prohibited under law or
by applicable rules of a national security exchange, if a Change of Control occurs, your
Performance Shares will be due and payable in the form of cash equal to the number of your
Performance Shares multiplied by the Change of Control Price.




     (b) The terms of Section 3(a) will not apply to your Performance Shares if the
Committee reasonably determines in good faith, prior to the Change of Control, that you have
been granted an Alternative Award for your Performance Shares pursuant to Section 15.2 of
the Plan. Any such Alternative Award shall not accelerate the timing of payment or
otherwise violate Code Section 409A.




3. Section 8 of each Agreement is restated in its entirety as follows:




8. Timing of Payment.




     (a) This Agreement is intended to comply with Code Section 409A and shall be
interpreted accordingly. If Shares are to be paid to you, you will receive evidence of
ownership of those Shares.




     (b) If payment is due and payable under Section 2(b), it will be made upon your death.



 









 






     (c) If payment is due and payable under Section 2(f), it will be made six (6) months
after the termination of your employment (or six (6) months after your “separation from
service” under Code Section 409A, if that is a different date).




     (d) If payment is due and payable under Section 3(a), and the Change of Control that
causes payment to be due and payable is a “change of control” as defined under Code Section
409A, such sum shall be paid to you within thirty (30) days of the Change of Control. If
payment is due and payable under Section 3(a), and the Change of Control that causes payment
to be due and payable is not a “change of control” as defined under Code Section 409A, such
sum shall be paid to you at the time determined under Section 8(e).




     (e) If payment is due and payable under the Standard Performance Terms and you have
chosen to defer payment under an applicable deferred compensation plan offered by the
Company or an Affiliate, payment will be made at the time determined under that plan. If
payment is due and payable under the Standard Performance Terms and you have not chosen to
defer payment under an applicable deferred compensation plan offered by the Company or an
Affiliate, payment will be made in the calendar year after the end of the performance
period.



     4. Any capitalized word used in this Amendment is defined in the Plan or each Agreement.
This Amendment will be construed in accordance with and governed by the laws of the State of
Delaware, regardless of the law that might be applied under principles of conflict of laws. This
Amendment, the Agreements, and the Plan represent the entire agreements between you and the
Company, and you and all Affiliates, regarding your Performance Shares and no other promises,
terms, or agreements of any kind regarding your Performance Shares apply. In the event any
provision of this Amendment is held illegal or invalid, the rest of the Amendment will remain
enforceable. In no event will this amendment be construed in a manner that would cause you to
incur a penalty under Code Section 409A.



     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this
Amendment.



	 	 	 	 	 
	METLIFE, INC.
 	 	 
	By:

	 	Gwenn L. Carr	 	 
	 

	 	 	 	 
	 

	 	Name	 	 
	 
	 	Senior Vice President	 	 
	 

	 	 	 	 
	 

	 	Title	 	 
	 
	 	/s/ Gwenn L. Carr	 	 
	 

	 	 	 	 
	 

	 	Signature