METLIFE INC
AMEND. TO METLIFE AUX. SAVINGS & INVESTMENT PLAN
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>7
<FILENAME>y84177exv10w33.txt
<DESCRIPTION>AMEND. TO METLIFE AUX. SAVINGS & INVESTMENT PLAN
<TEXT>
<PAGE>
                                                                 EXHIBIT 10.33

                                AMENDMENT TO THE
                           METROPOLITAN LIFE 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 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 Auxiliary Savings and Investment
         Plan for Participating Metropolitan Affiliates.

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

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

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         "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 (i) section 415 of the Internal Revenue
         Code and/or (ii) section 401(a)(17) of the Internal Revenue Code shall
         be a Participant in this Plan."

3.       Article 3 of this Plan is hereby amended by adding the following at the
         end thereof: "In the event that a Participant of the Metropolitan Life
         Retirement Plan for United States Employees ("Retirement Plan") directs
         his or her accrued Personal Retirement Account ("PRA") benefit under
         the Retirement Plan to be transferred to the Savings and Investment
         Plan and the Participant has a vested account balance under this Plan,
         then such Participant's accrued PRA benefit under the MetLife Auxiliary
         Pension Plan will be transferred to this Plan and will be payable in
         accordance with the terms of this Plan."

4.       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

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         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 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."

5.       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

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         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

                  (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 under Section 3.2, applicable on the
         day prior to the Change of Control, amended with regard to such rights
         or benefits, and cannot

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

6.       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

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                  "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 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.

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                  (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 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.

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                  (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:

                           (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;

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<PAGE>

                           (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:

                           (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."

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7.       This amendment is effective January 1, 2003.

__________________                           METROPOLITAN LIFE INSURANCE
COMPANY
Date

__________________                           ___________________________________
Witness

                                             METROPOLITAN PROPERTY AND CASUALTY
__________________                           INSURANCE COMPANY
Date

__________________                           ___________________________________
Witness

__________________                           METLIFE CREDIT CORP.
Date

__________________                           ___________________________________
Witness

__________________                           METLIFE FUNDING, INC.
Date

__________________                           ___________________________________
Witness

__________________                           METLIFE GROUP, INC.
Date

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__________________                           ___________________________________
Witness

__________________                           TEXAS LIFE INSURANCE COMPANY
Date

__________________                           ___________________________________
Witness

__________________                           EDISON SUPPLY & DISTRIBUTION, INC.
Date

__________________                           ___________________________________
Witness

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