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                                                                 EXHIBIT 10.37

                                AMENDMENT TO THE
                         METROPOLITAN LIFE SUPPLEMENTAL
                      AUXILIARY SAVINGS AND INVESTMENT PLAN

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

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

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

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

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

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

         "Article 2 - Participation

                  Each employee of Metropolitan Life Insurance Company,
         Metropolitan Property and Casualty Insurance Company, MetLife Credit
         Corp., MetLife Funding, Inc., MetLife Group, Inc., Texas Life Insurance
         Company and Edison Supply and Distribution, Inc. participating in the
         Savings and Investment Plan whose Company contributions are reduced
         because of the application of section 1.415-2(d)(2) of the Internal
         Revenue Regulations shall be a Participant in this Plan."

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

         "Article 7 - Plan Administrator's Interpretation Binding

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

                  In the event of a difference of opinion between a Participant
         and the Plan Administrator with respect to the meaning or application
         of the provisions of the Plan, the Plan Administrator's final
         interpretation shall be set forth in writing to the Participant and
         shall be binding and conclusive. However, once a Change of Control (as
         defined in Article 10) has occurred, this Article 7 shall no longer
         apply to differences of opinion between the Plan Administrator and a
         Participant

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

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

         "Article 9 - Amendment and Termination of Plan

         9.1      Amendment of Plan. The Plan Administrator reserves the right
         to amend this Plan on behalf of the Company, without the consent of any
         Participant or of any other person. However, any such amendment will
         not affect adversely the entitlement to benefits hereunder of any
         Participant or Participant receiving benefits under the Plan or any
         successor plan at or prior to the time of such amendment or of an
         employee who is a Participant in the Savings and Investment Plan at or
         prior to the time of such amendment to the extent such benefits are
         attributable to Company service prior to the date of such amendment.
         Notwithstanding the above, any amendment or group of amendments made
         effective on the same date, which would increase or decrease the annual
         cost of Plan benefits for active Plan Participants and former Plan
         Participants by ten million dollars or more in the aggregate, as
         determined in good faith by the Plan Administrator, shall take effect
         as to each Company that authorizes or ratifies such amendment or group
         of amendments (as the case may be) in the manner set forth in clause
         (a) or (b) below:

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

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

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

         Participants who:

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

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

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

         9.3      Termination of Plan. The Company reserves the right to
         terminate this Plan hereunder at any time without the consent of any
         Participant or of any other person. However, any such termination will
         not affect adversely the entitlement to benefits hereunder of any
         Participant or Participant receiving benefits under the Plan or any
         successor plan at or prior to the time of such termination or of an
         employee who is a Participant in the Savings and Investment Plan at or
         prior to

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

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

         "Article 10.      Change of Control

         10.1.    Definitions.

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

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

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

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

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                  substantially all of the assets of the Corporation which is
                  consummated (a "Corporate Event"), and immediately following
                  the consummation of which the stockholders of the Corporation
                  immediately prior to such Corporate Event do not hold,
                  directly or indirectly, a majority of the Voting Power of (A)
                  in the case of a merger or consolidation, the surviving or
                  resulting corporation, (B) in the case of a share exchange,
                  the acquiring corporation, or (C) in the case of a division or
                  a sale or other disposition of assets, each surviving,
                  resulting or acquiring corporation which, immediately
                  following the relevant Corporate Event, holds more than 25% of
                  the consolidated assets of the Corporation immediately prior
                  to such Corporate Event; or

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

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

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

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

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

                  (e)      Affiliate. For the purposes of this article, an
         "Affiliate" shall mean any corporation, partnership, limited liability
         company, trust or other entity which directly, or indirectly through
         one or more intermediaries, controls, or is controlled by, the
         Corporation.

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

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

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

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

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

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

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

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

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

         In the event that:

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

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

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

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

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

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

6.       This amendment is effective January 1, 2003.

__________________                           METROPOLITAN LIFE INSURANCE COMPANY
Date

__________________                           ___________________________________
Witness

__________________                           TEXAS LIFE INSURANCE COMPANY
Date

__________________                           ___________________________________
Witness

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                                             METROPOLITAN PROPERTY AND CASUALTY
__________________                           INSURANCE COMPANY
Date

__________________                           ___________________________________
Witness

__________________                           METLIFE CREDIT CORP.
Date

__________________                           ___________________________________
Witness

__________________                           METLIFE FUNDING, INC.
Date

__________________                           ___________________________________
Witness

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__________________                           METLIFE GROUP, INC.
Date

__________________                           ___________________________________
Witness

__________________                           EDISON SUPPLY & DISTRIBUTION, INC.
Date

__________________                           ___________________________________
Witness

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