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                                                                   EXHIBIT 10.3


             CLARIFICATION OF MANAGEMENT PERFORMANCE SHARE AGREEMENT

         MetLife, Inc. hereby clarifies your Management Performance Share
Agreement as follows (this "Clarification"):

         1.  Section 1(c) of the Agreement is restated in its entirety as
             follows:

                  "(c) The Committee will determine your Final Performance
         Shares by multiplying your Performance Shares by the "Performance
         Factor." The Performance Factor means a percentage (from zero to 200%)
         which is the sum of two other percentages (each from zero to 100%),
         described in (1) and (2) below.

                           (1) The first percentage will be based on the
                  Company's performance with respect to Change in Annual Net
                  Operating Earnings Per Share during the Performance Period
                  relative to the other companies in the Standard and Poor's
                  Insurance Index, determined according to Table 1 of Schedule A
                  to this Agreement. For this purpose, (a) "Net Operating
                  Earnings Per Share" for any period means income, net of all
                  taxes on income, less realized investment gains or losses and
                  excluding any cumulative charges or benefits due to changes in
                  accounting principles, divided by the weighted average number
                  of shares outstanding during such period determined on a
                  diluted basis under Generally Accepted Accounting Principles;
                  and (b) "Change in Annual Net Operating Earnings Per Share"
                  means Net Operating Earnings Per Share in the final calendar
                  year of the Performance Period divided by Net Operating
                  Earnings Per Share in the calendar year immediately preceding
                  the beginning of the Performance Period.

                           (2) The second percentage will be based on the
                  Company's performance with respect to Proportionate Total
                  Shareholder Return during the Performance Period relative to
                  the other companies in the Standard and Poor's Insurance
                  Index, determined according to Table 2 of Schedule A to this
                  Agreement. For this purpose, (a) "Initial Closing Price" means
                  the average Closing Price (and, in the case of a company other
                  than the Company, the most closely analogous price) in the
                  twenty (20) trading days prior to the first day of the
                  Performance Period; (b) "Final Closing Price" means the
                  average Closing Price (and, the case of an entity other than
                  the Company, the most closely analogous price) in the twenty
                  (20) trading days prior to and including the final day of the
                  Performance Period; (c) "Total Shareholder Return" means the
                  change (plus or minus) from the Initial Closing Price to the
                  Final Closing Price, plus dividends (if any) actually paid on
                  Shares (or, in the case of a company other than the Company,
                  the most closely analogous security) on a reinvested basis
                  from the first day of the Performance Period to and including
                  the last day of the Performance Period; and (d) "Proportionate
                  Total Shareholder Return" means Total Shareholder Return
                  divided by Initial Closing Price."

         2. The heading of the left column of Table 1 of Schedule A to the
Agreement is restated in its entirety as follows: "Change in Annual Net
Operating Earnings Per Share Company Performance (Percentile Relative to Other
Companies in S&P Ins. Index)."


       This document constitutes part of a prospectus covering securities
           that have been registered under the Securities Act of 1933.
<PAGE>
         3. The heading of the right column of Table 1 of Schedule A to the
Agreement is restated in its entirety as follows: "Proportionate Total
Shareholder Return Company Performance (Percentile Relative to Other Companies
in S&P Ins. Index)."

         4. Any capitalized word used in this Clarification and not defined in
this Clarification, including each form of that word, is defined in the Plan or
the Agreement. This Clarification 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 Clarification, the
Agreement, and the Plan represent the entire agreement between you and the
Company, and you and all Affiliates, regarding your Performance Shares. No
promises, terms, or agreements of any kind regarding your Performance Shares
that are not set forth, or referred to, in this Agreement or in the Plan are
part of this Agreement. In the event any provision of this Clarification is held
illegal or invalid, the rest of this Agreement will remain enforceable.

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

METLIFE, INC.

By:  Robert H. Benmosche
     -------------------
     Name

     Chairman of the Board and CEO
     -----------------------------
     Title

     /s/ Robert H. Benmosche
     ----------------------------------
     Signature




       This document constitutes part of a prospectus covering securities
           that have been registered under the Securities Act of 1933.


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