exv10w1






Exhibit 10.1




SEPARATION AGREEMENT, WAIVER AND GENERAL RELEASE



This Agreement sets forth the entire agreement and understanding which has been reached relative to
the cessation of your (Lisa M. Weber) employment with MetLife Group, Inc. (“MetLife”). It is fully
agreed and understood as follows:




     1. As a material inducement to MetLife to enter into this Agreement, you agree for yourself
and your relatives, heirs, executors, administrators, successors, and assigns that you hereby fully
and forever release and discharge MetLife, MetLife, Inc., Metropolitan Life Insurance Company, and
all of their parents, subsidiaries, affiliates, and agents and all of their parents, subsidiaries,
affiliates, and agents and its past, present, and future directors, officers, and employees,
agents, representatives, employee benefit plans or funds and the fiduciaries thereof, successors,
and assigns of each (collectively, “the Company”) from any and all claims, charges, demands,
actions, liability, damages, sums of money, back pay, attorneys’ fees, or rights of any and every
kind or nature which you ever had, now have or may have, whether known or unknown, against the
Company arising out of any act, omission, transaction, or occurrence up to and including the date
you execute this Agreement including, but not limited to, (i) any claim arising out of or related
to your employment by the Company or the discontinuance thereof, (ii) any claim of employment
discrimination, harassment or retaliation under, or any alleged violation of, any federal, state,
or local fair employment practice or benefits law, rule, regulation, executive order, or ordinance,
including but not limited to the Age Discrimination in Employment Act, as amended, or the Older
Workers Benefit Protection Act, or the New Jersey Conscientious Employee Protection Act, (iii) any
alleged violations of any duty or other employment-related obligation or other obligations arising
out of contract, tort, tortious course of conduct, libel or slander, defamation, public policy,
law, or equity, and (iv) any expectation, anticipation, right, or claim to incentive compensation
under any Company incentive compensation plan, including but not limited to the MetLife Annual
Variable Incentive Plan, the Performance Incentive Plan, and, except as otherwise specifically
stated in this Agreement, the MetLife, Inc. 2000 Stock Incentive Plan, the MetLife, Inc. 2005 Stock
and Incentive Compensation Plan, and the Long Term Performance Compensation Plan.


To the extent that you are a director, trustee, or officer of any Company entity, or are a member
of any committee of the Company or any Company entity, you hereby resign from such capacity
effective immediately and agree to execute any additional, more specific resignation document the
Company may request. You also agree to resign from any position in which you serve as a director
or officer of any entity or organization as a designee of the Company effective on the Effective
Date, and to notify MetLife with respect to each position and confirm to MetLife your resignation
as soon as practicable after the Effective Date.



You acknowledge that, prior to your execution of this Agreement, you have been fully informed that
your employment is being discontinued and that any and all claims arising from this discontinuance
are included in this release. This Agreement does not affect any rights that you may have arising
out of events that occur after you have executed this Agreement or affect any benefits or rights
that vested prior to your execution of this Agreement under nonqualified deferred compensation
plans or employee benefit plans governed by ERISA. This Agreement does not affect any rights you
have to be paid vested but unused Paid Time Off.



Your rights regarding any awards under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan
or the MetLife, Inc. 2000 Stock Incentive Plan will be governed by the terms of any written award
agreement into which you entered under the applicable plan.




     2. In consideration for the terms set forth in Section 1 of this Agreement and the other
promises and terms contained in this Agreement, MetLife agrees:


(a) to continue your employment, including the payment of your salary at your current salary rate
and payment frequency and eligibility for benefits under the benefit plans and programs applicable
to you, subject to the terms of those plans and programs, through December 31, 2009, or such
earlier date that you inform the Company in advance in writing as you choose (which date shall be
your “date of discontinuance”). During the remainder of your employment, you will have those
duties and responsibilities as your Company manager or his or her designee assigns to you. Your
date of discontinuance will not be affected by your application for, receipt of, or appeal from any
denial of disability benefits.



(b) to pay you the sum of $5,000,000 (five million dollars and no cents) less all applicable
federal, state and local tax withholding. MetLife expects to make this payment on December 31,
2009 if the Effective Date of this Agreement has occurred on or prior to December 31, 2009, but in
any event on or before March 15 of the calendar


 









 






year after the earlier of (i) your date of discontinuance, or (ii) the date you were first offered
a separation agreement in connection with this discontinuance of your employment, so long as the
Effective Date has occurred by that time. If your “separation from service” as defined under U.S.
Internal Revenue Code Section 409A is different from your date of discontinuance, your “separation
from service,” rather than your date of discontinuance, will be used to determine the date by which
payment will be made.



(c) to make any payments due to you under the terms of your written Performance Share Agreements,
which will vary depending on your date of discontinuance, less all applicable federal, state and
local tax withholding. If your date of discontinuance is December 31, 2009, then for purposes of
your 2009-2011 Performance Share Agreement you will be deemed to have remained employed through the
first anniversary of the beginning of the 2009-2011 performance period.



(d) to recommend to the MetLife, Inc. Compensation Committee and Board of Directors that (i) the
MetLife, Inc. stock options provided under each of your written stock option agreements (the “Stock
Option Agreements”) that have not yet been exercised (your currently exercisable and unexercisable
options being referred to, collectively, as the “Outstanding Stock Options”) and that are not yet
exercisable will become exercisable on the dates provided by each Stock Option Agreement,
notwithstanding the discontinuance of your employment, and (ii) that each of your Outstanding Stock
Options will be exercisable through the remainder of the ten-year term of the Stock Options, as
such ten-year term is reflected in each Stock Option Agreement. For the avoidance of doubt, this
Agreement shall be deemed null and void and of no force or effect if the provisions of this Section
2(d) are not fully approved by the Compensation Committee and Board of Directors.



(e) to provide you with a program of comprehensive senior executive outplacement services
commencing, at your election, any time after the date of execution of this Agreement and continuing
through December 31, 2010 or such earlier date as you select, such program offered by a service
provider of your choice, provided that the service provider charges MetLife (or one of its
Affiliates) no more than its standard fees for such engagement. You will also continue to
participate in the Financial Counseling Program for MetLife Executive Group Members and Certain
Other Senior Officers, in accordance with the terms of that program, for one calendar year after
your date of discontinuance. During the remainder of your employment, you will continue to be
provided with vehicle and driver services in a manner consistent with the services provided to you
prior to the date of your execution of this Agreement; will continue to be provided with support
staff generally consistent with those provided to you prior to the date of your execution of this
Agreement for one month after your execution of this Agreement; and will be reimbursed for expenses
for such business and professional conferences that were approved by MetLife prior to your
execution of this Agreement, consistent with MetLife’s normal expense reimbursement practices.



(f) to reimburse you your legal fees in connection with this Agreement, up to $12,500
(twelve-thousand, five hundred dollars and no cents), less any applicable federal, state and local
tax withholding. MetLife will make this payment on or before March 15 of the calendar year after
the earlier of (i) your date of discontinuance, or (ii) the date you were first offered a
separation agreement in connection with this discontinuance of your employment, so long as the
Effective Date has occurred by that time. If your “separation from service” as defined under U.S.
Internal Revenue Code Section 409A is different from your date of discontinuance, your “separation
from service,” rather than your date of discontinuance, will be used to determine the date by which
payment will be made.



(g) to recommend to the MetLife, Inc. Compensation Committee and Board of Directors that it
approve this Agreement.



You acknowledge that the payments and services provided for in this Section 2 exceed any sums to
which you would otherwise be entitled under any policy, plan, and/or procedure or any agreement
with the Company, and that they represent full and complete consideration for the release you are
giving the Company in this Agreement. Further, neither this Agreement nor the payment and benefits
to be provided pursuant to this Section 2 in any way constitute an admission on the part of the
Company as to the violation of any law or any obligation to you.




     3. By executing this Agreement, you acknowledge that you have accurately reported to the
Company the daily or weekly hours you worked for the Company to the extent you have been asked to
do so, that the Company has paid you all the salary and wages it owes you (including any overtime
compensation or incentive compensation) for all completed payroll periods through the date you
execute this Agreement, that you have been provided with any and all leaves of absences (including
those under the Family and Medical Leave Act or other law) that you have requested or to which you
were entitled, and that you have had the opportunity prior to signing this Agreement to raise to
the Company any concerns or complaints about these or any other matters regarding your employment
and have done so.



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     4. You further agree, except for the provision of information to governmental agencies or
self-regulatory organizations, or as required by subpoena, that neither you nor your agents,
attorneys, or representatives will publish, publicize, or reveal any Company information obtained
by you, your agents, attorneys, or representatives that relates to: (i) your employment with the
Company or the cessation of your employment with MetLife, (ii) any claims that were raised or could
have been raised in any action as of the date you execute this Agreement, or (iii) the facts
underlying any such claims. You further agree, except for the provision of information to
governmental agencies or self-regulatory organizations, or as required by subpoena, that neither
you nor your agents, attorneys, or representatives will communicate in any way to any former,
present, or future employees of the Company or to any person or corporation any information that
relates to your employment with the Company or to any claims which could have been raised in any
action in connection with the cessation of your employment with MetLife unless required by law to
do so. Although you are not precluded from participating in an investigation or from filing a
charge with the Equal Employment Opportunity Commission (EEOC) or other governmental agency
relating to your employment or the termination thereof, you acknowledge that by executing this
Agreement you waive all rights to recover any relief regarding any such claims.


Notwithstanding the other terms of this Section 4, you may provide a prospective employer with
information concerning your former title, salary, job responsibilities and qualifications.



Notwithstanding the other terms of this Section 4, you agree to fully cooperate with MetLife or its
counsel to provide information and/or testimony in connection with any investigations,
administrative proceedings or litigations in which the Company is a party or has an interest, to
the extent such cooperation does not unreasonably interfere with your then-current employment or
business activities, if any. If requested, you agree to meet with a Company representative and/or
the Company’s counsel to truthfully and fully provide all knowledge and information you have
pertaining to the subject matter of any such proceeding.



You represent and agree that you have delivered or will, prior to your date of discontinuance,
deliver to your Company manager (or other person designated by MetLife to receive these items) all
Company property, information, documents, and other materials (including but not limited to
memoranda, correspondence, reports, records, transcripts, notes, records of conversations, keys,
computer and other equipment, and identification cards), in whatever form or medium (including
papers, e-mail, disks, tapes, and any and all electronic storage), including all duplicates,
copies, or versions, concerning or in any way related to the business affairs or operations of the
Company, interaction by or among employees, customers, vendors, or other associates of the Company,
or your job duties, responsibilities, assignments, or actions on behalf of or in furtherance of the
interests of the Company, that are in your custody, possession, or control (“Company Material”).
Company Material does not include documents you received from an authorized representative of the
Company solely regarding your employment relationship with the Company (e.g., summary plan
descriptions, performance evaluations, benefits statements), any policy or product purchased by you
or on your behalf from the Company, or securities of the Company held by you, or other documents
you are entitled by law to retain.



You represent that you have conducted a diligent search for all Company Material prior to executing
this Agreement. You represent that after delivering to your manager a copy of any Company Material
stored electronically on any of your personal hard drives or other non-portable electronic storage
devices that you destroyed such Company Material stored on such devices, and that you have not
knowingly retained any Company Material in any form. You agree that if you discover or receive any
Company Material you will return such Company Material to your former Company manager (or other
person designated by MetLife to receive these items, or if either person is no longer employed by
the Company, to the MetLife Human Resources Services Center, 500 Schoolhouse Road, Johnstown, PA
15904) within 48 hours of such discovery.




     5. In the event you are served with a subpoena or a request by a governmental agency or
self-regulatory organization calling for the disclosure of any information concerning the Company,
you agree to give MetLife ten (10) days written notice in advance of disclosing this Agreement or
any information concerning MetLife by mailing to MetLife’s Law Department located at 1095 Avenue of
the Americas, New York, New York 10036, Att. Office of the General Counsel, a copy of any such
legal demand for such information (or, if you are required to disclose this Agreement or any
information concerning MetLife in less than ten (10) days, by overnight delivery to be delivered to
the same address in advance of disclosing this Agreement or any information concerning the
Company).



     6. As a material inducement to MetLife to enter into this Agreement, you further agree for
yourself and your relatives, heirs, executors, administrators, successors, and assigns:



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(a) that your conduct during the remainder of your employment with MetLife as stated in Section 2
above will be consistent with the same duty of loyalty, including any fiduciary duties, that
applied to you in your capacity as a director, trustee, officer, or member of any committee, of the
Company, prior to the date this Agreement was offered to you.



(b) that you confirm your obligations to comply with all of the provisions of your Agreements to
Protect Corporate Property (which are attached hereto as Exhibits B and C). The temporal
restrictions in Section 2 of each Agreement to Protect Corporate Property shall coincide with the
Restricted Period, as defined in this Agreement.



(c) that you acknowledge that during the course of your employment with MetLife and its
affiliates, you became familiar with confidential Company Material, the Company’s trade secrets,
and other confidential information about the Company, that your services were of special, unique
and extraordinary value to the Company, and that by virtue of your employment, you have gained or
will gain knowledge of the identity, characteristics and preferences of the Company’s customer,
client, supplier, vendor, or other business relations (“Business Relations”) and confidential
information about those Business Relations, and that you would inevitably have to draw on such
information if you were to solicit or service the Company’s Business Relations on behalf of a
competing business. You further acknowledge that the Company is engaged in a highly competitive
business, that the preservation of its Business Relations confidential information is critical to
the Company’s continued business success, that the Company’s relationships with its Business
Relations are extremely valuable, and that by virtue of your employment, you have had contact with
those customers and clients and that you were compensated to develop relationships with Business
Relations on behalf of and for the benefit of the Company. During the period beginning on the
Effective Date and ending on December 31, 2010 (the “Restricted Period”), you agree:





(i) that you will not directly or indirectly own any interest in, manage, control,
participate in, consult with, or render services, as an officer, director, employee,
partner, member, consultant, independent contractor or agent, to any person or entities
identified in Exhibit A hereto, including their respective subsidiaries and affiliates
(“Restricted Competitors”), in the United States and/or in any foreign country in which the
Company now conducts business or, as of July 1, 2009, planned to conduct business
(“Restricted Geographies”). You acknowledge that it is reasonable to restrict your
activities in accordance with the terms of this Agreement in the Restricted Geographies
during the Restricted Period. Nothing in this Agreement will prohibit you from being a
passive owner of not more than two percent (2%) of the outstanding stock of any class of
securities in any of the Restricted Competitors, so long as you have no active participation
in the business of such corporation. MetLife may, in its sole discretion, waive in writing
any of the restrictions in this Section 6(c)(i).




(ii) that you will not directly or indirectly, (a) solicit, encourage, entice or induce any
employee of the Company to leave the employ of the Company or in any way interfere with the
relationship between the Company and anyone employed by the Company on the Effective Date or
within 18 months prior to the Effective Date (each, a “Covered Employee”); (b) hire or cause
any person to be hired who is a Covered Employee or (c) solicit, encourage, entice or induce
any of the Business Relations on behalf of any other person or entity; or (iv) solicit,
encourage, entice or induce any of the Business Relations to cease doing business with or
lessen the amount of business it presently transacts with the Company or in any way
interfere with the relationship between any of the Business Relations and the Company.


(d) that you will not assist others in engaging in activities that you have agreed not to take or
are not entitled to take under this Section 6.



You agree that the terms and restrictions of this Section 6 are legitimate and reasonable in light
of the access to information and persons recited above, the services you provided to the Company,
and the consideration that you are receiving pursuant to this Agreement. You acknowledge that
during the Restricted Period, you will be able to earn a suitable livelihood without violating the
terms and restrictions of this Section 6.




     7. You agree that money damages would be both incalculable and an insufficient remedy for any
breach by you of Sections 4 or 6 of this Agreement and that any such actual, threatened or
continuing breach will cause the Company irreparable harm. In the event of any such breach by you
of Sections 4 or 6 of this Agreement, the Company shall be entitled, without the requirement of
posting a bond, to equitable relief, including temporary, preliminary or permanent injunctive
relief, in any court of competent jurisdiction. Such equitable relief shall not be the exclusive
remedy for any breach by you of this Agreement but shall be in addition to any other damages or
remedies available at law or inequity to the Company, including the Company’s right to recover any
payments made to you in the event that you have materially violated your obligations under any of
Sections 4 or 6 of this



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Agreement. In the event of any recovery by the Company of any payments made to you under this
Agreement, such recovery will not effect any of your obligations under this Agreement. The
Company’s determination not to enforce this Agreement as to specific violations shall not operate
as a waiver or release of your obligations under the Agreement.




     8. You acknowledge that MetLife has advised you in writing that you have twenty-one (21) days
in which to review this Agreement and fully consider its terms prior to signing it and that you
should consult with legal counsel prior to signing this Agreement. You fully understand the
significance of all of the terms and conditions of this Agreement. You are signing this Agreement
voluntarily and of your own free will and agree to abide by all the terms and conditions contained
herein. You may accept this Agreement by fully executing it and returning it to MetLife in
accordance with the return instructions provided with this Agreement within twenty-one (21) days
after the date you received this Agreement. After you have executed this Agreement, you will have
seven (7) days from the later of the date you execute this Agreement or the date you are notified
that this Agreement has been approved by the MetLife, Inc. Compensation Committee and Board of
Directors to revoke this Agreement, which you may do in writing either by e-mail to
HRSC_MPTA@metlife.com or by fax to (908) 552-2441, in either case received by MetLife within seven
(7) days following the date on which you executed this Agreement. This Agreement will become
effective on the eighth (8th) day following the later of the date you executed this Agreement or
the date you are notified that this Agreement has been approved by the MetLife, Inc. Compensation
Committee and Board of Directors (the “Effective Date”), provided you have not earlier revoked it.
In the event that you do not accept this Agreement as set forth above, or in the event that you
revoke this Agreement prior to its Effective Date, this Agreement, including but not limited to the
obligation of MetLife to make any payment or provide any benefit pursuant to Section 2, shall
automatically be null and void.



     9. This Agreement is subject to the approval of the MetLife, Inc. Compensation Committee and
Board of Directors and will not be effective unless it has been so approved. You affirm that this
Agreement has been executed voluntarily by you, and may not be changed except in a writing that
specifically references this Agreement and that is signed by you and an officer of MetLife.


With the exception of your Agreements to Protect Corporate Property and written award agreements
under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan or the MetLife, Inc. 2000 Stock
Incentive Plan into which you have entered during your employment with the Company, which remain in
full force and effect, this Agreement constitutes the full understanding between you and the
Company regarding your employment, the cessation of your employment, and any other subject
addressed in this Agreement, although in the event of any inconsistency between the terms of this
Agreement and the Summary Plan Description (“SPD”) of the MetLife Plan for Transition Assistance
for Officers (“Transition Plan”) , the terms of this Agreement shall govern. For purposes related
to the operation of the Transition Plan, the definitions in the SPD will be used for any
capitalized terms used in this Agreement that is defined in the SPD and not defined in this
Agreement.



MetLife and you intend that payments and benefits provided to you in this Agreement will be
compliant with Section 409A of the Internal Revenue Code of 1986, as amended, to the extent that
such payments and benefits are subject to such section. In no event shall the Company have any
liability for any of your taxes, penalties, or other losses in connection with the payments or
benefits provided to you in this Agreement other than any such amounts withheld by MetLife from any
payments or benefits hereunder as provided herein.



You affirm that no other promises, representations or agreements of any kind have been made to you
by any person or entity whatsoever to cause you to sign this Agreement, and that you fully
understand the meaning and intent of this Agreement.



If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, void
or unenforceable, it shall be modified so that its purpose can lawfully be effectuated. However,
the illegality or unenforceability of such provision shall have no effect upon, and shall not
impair the enforceability of any other provision of this Agreement. This Agreement shall be
governed by the law of the State of New York without regard to choice of law or conflict of law
rules or principles. This Agreement may be used as evidence only to evidence its terms or
otherwise in an action to enforce this Agreement, and may not be used for any other purpose. This
Agreement may be executed in any number of counterparts each of which when so executed shall be
deemed to be an original and all of which when taken together shall constitute one and the same
agreement.




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Agreed:



	 	 	 	 	 	 	 
	/s/ Lisa M. Weber

	 	 	 	 	 	August 17, 2009
	 

	 	 	 	 	 	 
	Signature

	 	 	 	 	 	Date
	 
	 	 	 	 	 	 
	STATE OF New York     )
	 	 	 	 	 	 
	): 
	 	 	 	 	 	 
	COUNTY OF New York )
	 	 	 	 	 	 





On this 17th day of August, 2009, before me
personally came                     , to me known and known to me to be the person described in
and who executed this Separation Agreement, Waiver, and General Release, and (s)he duly
acknowledged to me that (s)he executed the same.



	 	 	 
	/s/ Shalom Nektalov
	 	 
	 

Notary Public

	 	 
	Notary Public Commission Expiration Date:

	 	Shalom Nektalov
	 

	 	Notary Public, State of New York
	 

	 	No. 01NE6087063
	 

	 	Qualified in Queens County
	 

	 	Commission Expires Feb. 10, 2011






	 	 	 	 	 
	MetLife

	 	Group, Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ James Lipscomb	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	James L. Lipscomb, Executive Vice President and General Counsel

	 	August 4, 2009	 	 
	 

Name & Title

	 	 

Date
	 	 





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EXHIBIT A




Restricted Competitors




Public Companies





AIG

The Allstate Corporation

Genworth Financial Inc.

The Hartford Financial Services

Lincoln National Corp

Principal Financial Group Inc.

Prudential Financial Inc

Torchmark Corp

The Travelers Company Inc





Private Companies




TIAA Group




Mutual Companies




Mass Mutual Financial Group

New York Life Group

Northwestern Mutual Group




International





AEGON NW

AXA

Great West Life Company Inc

ING Group NV

Manulife Financial Corp.

Sun Life Financial Inc





 









 





Exhibit B




Agreement To Protect Corporate Property



In consideration of my employment with Metropolitan Life Insurance Company (“MetLife”),

I agree to the following:





	 	1.	 	All equipment, documents, and other property, and all information, of MetLife which I
receive in the course of my employment by MetLife, including property and information which
I develop as a MetLife employee, remain the property and information of MetLife. Unless
otherwise agreed to in writing by the officer in charge of my department, the products of
all my efforts in the course of my employment belong exclusively to MetLife
and I will not retain any rights in any such product. Upon my voluntary or involuntary
termination of employment from MetLife, I agree to return any and all property and
information of MetLife immediately without keeping any copies.
	 
	 	2.	 	For 18 months following the voluntary or involuntary termination of my employment with
MetLife:






	 	A.	 	I will not seek to divert from MetLife, directly or indirectly, any
business with any person for firm; nor will I seek to interfere in or disrupt,
directly
or indirectly, any such business.
	 
	 	B.	 	I will not seek to have any customer of MetLife reduce or terminate any
insurance obtained from or through MetLife, nor will I make use of any of MetLife’s
property or information to enable a third party to do so.
	 
	 	C.	 	I will not seek to have any MetLife employee breach any duties or
obligations
to MetLife, or to have any such employee leave MetLife’s employ for the purpose of
becoming employed by any other person or company which offers
the same or similar services or products as does MetLife.
	 
	 	D.	 	I will promptly inform MetLife of the identity of any of my subsequent
employers which are engaged in the insurance business. I will also give
MetLife my title and description of any new job which I assume during this period,
and I authorize MetLife to present a copy of this agreement to each of these
subsequent employers.






	 	3.	 	I acknowledge that the business of MetLife is conducted in all states and in certain
foreign countries and that the property and information I obtain in the course of my
employment involves and affects MetLife’s activities in all states and in those foreign
countries in which it conducts its business. Therefore, it is not appropriate or feasible
for MetLife to establish geographic limitations on the restrictions to which I am now
agreeing. Accordingly, I agree to abide by these restrictions in all states and in those
foreign countries in which MetLife is or has plans to conduct business at the time that
my employment terminates.






 








 











	 	4.	 	I acknowledge that, in the event I violate any provision of this Agreement, MetLife
will suffer irreparable harm. Therefore, in addition to any other rights or remedies
of MetLife, MetLife will have the right to obtain an injunction enjoining any such
violation. Further, if MetLife succeeds in any lawsuit or proceeding against me
brought to enforce this Agreement, or to establish damages sustained by MetLife as
a result of my violation of this Agreement, I will reimburse MetLife’s attorney fees
and costs as may be fixed by the court in which such suit or proceeding is brought.
	 
	 	5.	 	If any provision of this Agreement is invalidated in any jurisdiction either by
statute or by a court, such provision will be deemed modified to comply with the law
or to have been stricken from this Agreement if necessary to comply with the law.
If any such provision is so stricken, however, the remainder of this Agreement will remain
in effect.




I have carefully read this Agreement and I understand it. I acknowledge that I have

been given a copy of this Agreement.




Signature:    /s/ Lisa M. Weber     
 




Dept.     Human Resources
 




Name:    Lisa M. Weber
 





Date:    3/16/98
 




Witness:   
/s/ Ivonne Samaniego
 




Name and
Title:    Ivonne
Samaniego 



Please return the signed form to your Departmental Personnel Manager/Representative.


 








 








Exhibit C




Agreement To Protect Corporate Property



In consideration of my receipt of stock options from Metropolitan Life Insurance Company
(“MetLife”), I agree to the following:





	1.	 	All equipment, documents, and all information and other property that belongs to MetLife that
I receive or develop in the course of my employment by MetLife, remain the property and
information of MetLife. The products of all of my efforts in the course of my employment
belong exclusively to MetLife and, unless the officer in charge of my department agrees to
some other agreement in writing, I will not retain any rights in any
such work product. I agree to return all property and information immediately and without
keeping any copies when my employment terminates for any reason.






	2.	 	For 18 months following the termination of my employment with MetLife for any reason:






	 	A.	 	I will not interfere in MetLife’s business or try to disrupt MetLife’s business. This
includes things I might do through my own efforts, or indirectly through the efforts of
others, and I will not use any MetLife information or property to assist others. This
includes diverting business away from MetLife or seeking to have any MetLife customer
reduce or terminate any insurance obtained from or through MetLife.
	 
	 	B.	 	I will not solicit any employee of MetLife or its affiliated entities (“Employee”) to
become employed, associated or contracted by or with me or any entity in which I am an
employee, owner or investor (“Other Company”). I will not solicit any Employee to become
employed, associated or contracted with an organization providing services to me or any
Other Company. For example, I will not inform an Employee of a job opportunity with me or
any Other Company, or suggest that any person or entity contact an Employee to discuss or
mention such a job opportunity. I also will not interview an Employee
for a job, or
offer, authorize, approve or agree to hire an Employee for any job opportunity with
me or any Other Company.
	 
	 	C.	 	I will not make statements that damage, disparage or otherwise diminish the reputation
and business practices of MetLife and its affiliated entities, and its and their officers,
directors and employees. This includes statements made verbally, in writing or
electronically. The only exception is if I am compelled by a court of law or I am
otherwise authorized to do this pursuant to legal or administrative process.
	 
	 	D.	 	I authorize MetLife to present a copy of this agreement to each of my subsequent
employers.






	3.	 	I acknowledge that the business of MetLife is conducted all states and in certain foreign
countries and that the employees of MetLife and its affiliated entities are working to further
the interests of MetLife in those states and foreign countries. I also acknowledge that the
property and information I obtain in the course of my employment involves and affects




 









 






	 	 	MetLife’s activities in all states and in those foreign countries in which it conducts its
business. Therefore, it is not appropriate or feasible for MetLife to establish geographic
limitations on the restrictions to which I am now agreeing. Accordingly, I agree to abide by
these restrictions in all states and in those foreign countries in which MetLife is or has
plans to conduct business at the time that my employment terminates.






	4.	 	I acknowledge that, if I violate any provision of this Agreement, MetLife will suffer
irreparable harm. Therefore, in addition to any other rights or remedies of MetLife, MetLife
will have the right to obtain an injunction enjoining any such violation. If MetLife succeeds
in any lawsuit or proceeding against me brought to enforce this Agreement, or to establish
damages sustained by MetLife as a result of my violation of this Agreement, I will reimburse
MetLife’s attorney’s fees and costs, as these may be fixed by the court in which MetLife sues
me or brings a proceeding against me.






	5.	 	If any provision of this Agreement is invalidated in any jurisdiction either by statute or by
a court, that provision will be deemed modified to comply with the law or deemed stricken from
this Agreement, if that is necessary to comply with the law. If any provision is stricken for
this reason, however, the remainder of this Agreement remains in effect.




I have carefully read this Agreement and I understand it. I acknowledge that I have been given
copy of this Agreement.




Signature:    /s/ Lisa M. Weber     
 




Dept:    Human Resources
 




Name:     Lisa M. Weber
 




Date:    5/21/01
 




Witness:    /s/ Joanna T. May
 




Name and Title:    Joanna T. May, Secretary