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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 Pri
