TEXT OF AMENDED SECTIONS OF AMENDED AND RESTATED BYLAWS
                          OF METLIFE, INC., EFFECTIVE
                                 MARCH 20, 2006

     Section 2.03 of the MetLife, Inc. Amended and Restated By-Laws was
amended to add the following subsection (b):

     Section 2.03. Director Elections.

     (b) Majority Voting Standard in Director Elections. (i) The Company has
established a majority voting standard in uncontested elections of Directors. In
an uncontested election of Directors (i.e., an election where the only nominees
are those recommended by the Board of Directors), following certification of the
shareholder vote, any nominee for election as Director who received a greater
number of votes "withheld" from his or her election than votes "for" his or her
election shall promptly tender his or her resignation to the Chairman of the
Board. The Chairman of the Board shall inform the Chairman of the Governance
Committee of such tender of resignation, and the Governance Committee shall
promptly consider such resignation and recommend to the Board whether to accept
the tendered resignation or reject it. In deciding upon its recommendation, the
Governance Committee shall consider all relevant factors including, without
limitation, the length of service and qualifications of the Director who has
tendered his or her resignation and the Director's contributions to the
Corporation and the Board.

     (ii) The Board of Directors shall act on the Governance Committee's
recommendation no later than 90 days following certification of the shareholder
vote. The Board shall consider the factors considered by the Governance
Committee and such additional information and factors the Board deems relevant.
The Corporation shall promptly publicly disclose the Board's decision and, if
applicable, the reasons for rejecting the tendered resignation, in a Report on
Form 8-K filed with the Securities and Exchange Commission.

     (iii) If a Director's resignation is accepted by the Board, the Governance
Committee shall recommend to the Board whether to fill the vacancy created by
such resignation or to reduce the size of the Board. Any Director who tenders
his or her resignation as provided above shall not participate in the Governance
Committee's or Board's consideration of whether or not to accept his or her
tendered resignation.

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     (iv) If a majority of the members of the Governance Committee were required
to tender their resignations as described above, the Directors whom the Board
has affirmatively determined to be independent in accordance with applicable
stock exchange listing standards and who were not required to tender their
resignations shall appoint a special committee of the Board to consider the
tendered resignations and whether to accept or reject them.

     (v) This provision shall be summarized or set forth in its entirety in each
proxy statement relating to an election of Directors of the Corporation.


     Section 2.11 of the MetLife, Inc. Amended and Restated By-Laws was amended
to read in its entirety as follows:

     Section 2.11. Resignations. Any Director may resign at any time by
delivering a written notice of resignation, signed by such Director, to the
Chairman or the Secretary. Unless otherwise specified in such notice, and
subject to Section 2.03(b) of these By-Laws, such resignation shall take effect
upon delivery.



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