8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 15, 2009

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-15787	13-4075851
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Park Avenue, New York, New York	10166-0188
(Address of Principal Executive Offices)	(Zip Code)

212-578-2211
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1

EX-10.2

EX-10.3

EX-10.4

EX-10.5

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2009 the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of MetLife, Inc. (the “Company”) authorized the execution of an amended and restated MetLife Executive Severance Plan (the “Severance Plan”). The Severance Plan was amended to reduce the amount of severance pay that would be paid to participants upon a qualifying termination of employment after a change of control of the Company. The amount of severance pay would be two times annual pay (comprised of current annual base salary rate and average of three years’ annual incentive compensation payments), rather than three times annual pay as previously provided under the plan. In addition, the Severance Plan was amended to eliminate the additional service credit of three years (or to age 65) for which participants qualified for traditional formula pension benefits upon such a qualifying termination of employment.

The amended and restated Severance Plan was executed on December 16, 2009. Pursuant to the terms of the Severance Plan, the amendment will be effective on June 14, 2010, 180 calendar days after execution.

The foregoing description of the Severance Plan is a summary, is not complete and is qualified in its entirety by reference to the Severance Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On December 15, 2009, the Committee and Board adopted a performance-based compensation recoupment policy (the “Recoupment Policy”). The Recoupment Policy applies to any officer or officer-equivalent employee of the Company or its affiliates or subsidiaries (the “Officers”). The policy provides that the Company (and its affiliates or subsidiaries) will seek the recovery of any performance-based compensation purportedly earned by or paid to the Officer where the compensation was based on Company financial results that were subsequently restated due to the Officer’s fraudulent or other wrongful conduct, and the restated financial results would have resulted in lower or no compensation.

Future grants of performance-based compensation will refer to the Recoupment Policy as it may be modified from time to time. On December 15, 2009 the Committee approved new forms of Management Performance Share Agreement (the “Form of Performance Share Agreement”), Management Stock Option Agreement (the “Form of Stock Option Agreement”), and Management Restricted Stock Unit Agreement (the “Form of Restricted Stock Unit Agreement), pursuant to the MetLife, Inc. 2005 Stock and Incentive Compensation Plan, to include a reference to the Recoupment Policy for future grants.

The Form of Performance Share Agreement also includes modified provisions regarding pro-rata payment to any executive officer of the Company and any other officer of the Company subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Covered Officers”) in case of their termination with severance pay. Beginning with Performance Shares granted for performance periods beginning in 2010 or later, any Covered Officer whose employment is terminated with severance pay will not be paid any amount for Performance Shares until after the end of the applicable three-year performance period. In addition, the amount paid for the Covered Officer’s Performance Shares will be determined based on the lesser of the performance factor ultimately determined for that three-year performance period (0-200%) or target performance (100%), the lesser of the closing price of Company common stock on the date of grant and the closing price of Company common stock on the date the Committee determined that performance factor, and the portion of that performance period elapsed up until the Covered Officer’s termination date.

Each of the forms of stock-based compensation agreement was also modified to make each grant subject to execution of the Company’s Agreement to Protect Corporate Property (the “Property Agreement”), to the extent the individual receiving the award had not yet executed such Agreement.

In each case, except as described above, the forms of stock-based compensation agreement are substantially identical to the terms of the previously prevailing form of agreement.

The foregoing description of the Form of Performance Share Agreement, Form of Stock Option Agreement, and Form of Restricted Stock Unit Agreements are each summaries, are each not complete and are each qualified in their entirety by reference to the Form of Performance Share Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference, the Form of Stock Option Agreement, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference, and the Form of Restricted Stock Unit Agreement, which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

On December 16, 2009, the MetLife Auxiliary Pension Plan (as amended and restated effective January 1, 2008) (the “Auxiliary Plan”) was amended to change the final average pay formula for traditional formula auxiliary pension benefits for officers at the Senior Vice-President level and above (“Senior Officers”). Beginning January 1, 2010, the same formula that applies to qualified pension benefits for all eligible employees of participating affiliates of the Company will also apply to traditional formula auxiliary pension benefits for Senior Officers. Final average pay will be calculated by looking back at the 10-year period prior to termination of employment and determining the consecutive five-year period during which the employee’s eligible compensation (including base salary and annual incentive compensation) produces the highest average annual compensation. The change will be implemented so as not to reduce benefits that Senior Officers accrued through 2009.

The foregoing description of the amendment to the Auxiliary Plan is a summary, is not complete and is qualified in its entirety by reference to Amendment Number Four to the Auxiliary Pension, which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.

With the Committee’s endorsement, the Company has also determined to eliminate financial planning services to its Senior Officers and annual medical examination and follow-up testing benefits to its executive officers. The Company will no longer provide these benefits effective January 1, 2010, except where it is currently required to continue financial planning services as a matter of contractual obligation to a former executive.

Item 9.01 Financial Statements And Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits

10.1	MetLife Executive Severance Plan (as amended and restated effective June 14, 2010)
10.2	Form of Management Performance Share Agreement (effective December 15, 2009)
10.3	Form of Management Stock Option Agreement (effective December 15, 2009)
10.4	Form of Management Restricted Stock Unit Agreement (effective December 15, 2009)
10.5	Amendment Number Four to the MetLife Auxiliary Pension Plan (as amended and restated effective January 1, 2008) (effective January 1, 2010)

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

METLIFE, INC.
By:	/s/ Gwenn L. Carr
	Name:	Gwenn L. Carr
	Title:	Executive Vice President

Date: December 21, 2009

EXHIBIT INDEX

EXHIBIT
NUMBER	EXHIBIT
10.1	MetLife Executive Severance Plan (as amended and restated effective June 14, 2010)
10.2	Form of Management Performance Share Agreement (effective December 15, 2009)
10.3	Form of Management Stock Option Agreement (effective December 15, 2009)
10.4	Form of Management Restricted Stock Unit Agreement (effective December 15, 2009)
10.5	Amendment Number Four to the MetLife Auxiliary Pension Plan (as amended and restated effective January 1, 2008) (effective January 1, 2010)

EX-10.1

Exhibit 10.1

METLIFE EXECUTIVE SEVERANCE PLAN
(as amended and restated effective June 14, 2010)

     WHEREAS, the Company or an Affiliate has employed the Executives, and the Company has determined that the Executives hold critical positions with the Company;

     WHEREAS, the Company believes that, in the event it is confronted with a situation that could result in a change of ownership or control of the Company, continuity of management will be essential to its ability to evaluate and respond to such situation in the best interests of its shareholders;

     WHEREAS, the Company understands that any such situation will present significant concerns for the Executives with respect to the Executives’ financial and job security;

     WHEREAS, the Company desires to assure itself or its Affiliate of the Executives’ services during the period in which it is confronting such a situation, and to provide the Executives certain financial assurances to enable the Executives to perform the responsibilities of the Executives’ positions without undue distraction and to exercise judgment without bias due to personal circumstances;

     WHEREAS, to achieve these objectives, the Company desires to provide each of the Executives with certain rights and obligations upon the occurrence of a Change of Control (as so defined);

     WHEREAS, the Plan will be effective in this amended and restated form 180 days after the date of its execution, pursuant to Section 1(c) of the terms of the Plan prior to this amendment and restatement;

     NOW, THEREFORE, the Company has established the Plan.

     1. Operation, Term, Amendment and Termination. The term of the Plan shall commence on December 17, 2007 and continue until it is terminated in accordance with its terms. The Plan may be amended or terminated in a writing executed by an officer of Company authorized to do so by the Committee; provided, however, that:

     (a) the Plan may not be amended or terminated upon or after the date of a Change of Control and prior to the third anniversary of that Change of Control;

     (b) the Plan may not be amended or terminated upon or after the date of a Potential Change of Control and prior to a good faith determination by the Committee that the Potential Change of Control will not result in a Change of Control. No such determination shall be effective upon or after the date of a Change of Control;

     (c) no amendment or termination of the Plan which is adverse to the interests of an Executive will be of any effect as to such Executive if a Change of Control or

Potential Change of Control occurs within 180 days of the date of execution of the amendment or termination;

     (d) no amendment or termination of the Plan will effect any Executive’s rights, if any, arising hereunder on or prior to the date of the amendment or termination; and

     (e) notwithstanding the terms of Sections 1(a), (b), (c), or (d), this Plan may be amended or terminated upon a good faith determination by the Committee that such action is necessary to maintain this Plan’s compliance with law to avoid tax or other legal violations or penalties that will harm the interests of the Executives.

     2. Definitions. (a) Accountants. “Accountants” shall mean the Company’s independent certified public accountants appointed prior to the date of a Change of Control or tax counsel selected by such Accountants.

     (b) Affiliate. 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 Company.

     (c) Annual Bonus. “Annual Bonus” means an annual bonus awarded or granted to an Executive under the Annual Variable Incentive Plan (or any successor plan thereto) or any other plan, agreement, or arrangement.

     (d) Base Salary. “Base Salary” means an Executive’s base salary, as it may be increased from time to time.

     (e) Base Amount. “Base Amount” shall have the meaning ascribed to such term under Section 280G(b)(3) of the Code.

     (f) Beneficial Ownership. “Beneficial Ownership” shall have the meaning ascribed to such term under Rule 13d-3 under the Exchange Act.

     (g) Board. “Board” means the Board of Directors of the Company or of any successor to the Company.

     (h) Cause. “Cause” means (i) an Executive’s conviction or plea of nolo contendere to a felony; (ii) an act of dishonesty or gross misconduct on an Executive’s part which results or is intended to result in material damage to the Company’s business or reputation; or (iii) repeated material violations by an Executive of the Executive’s Employment Obligations, which violations are demonstrably willful and deliberate on the Executive’s part. Any termination of an Executive’s employment by the Company (or Affiliate, as applicable) for Cause that causes the Executive’s Employment Period to end shall be communicated by the Company to the Executive by a Notice of Termination within 10 business days of the Company’s having actual knowledge of the events giving rise to such termination.

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     (i) Change of Control. For the purposes of the Plan, a “Change of Control” shall be deemed to have occurred if, during the term of the Plan:

     (i) any Person acquires Beneficial Ownership, directly or indirectly, of securities of the Company representing 25% or more of the combined Voting Power of the Company’s securities;

     (ii) within any 24-month period, the Incumbent Directors shall cease to constitute at least a majority of the Board; 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 2(i)(ii);

     (iii) the stockholders of the Company approve a Corporate Event, and immediately following the consummation of which the stockholders of the Company 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 Company immediately prior to such Corporate Event; or

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

     (j) COBRA Premiums. “COBRA Premiums” means the full undiscounted COBRA rate of premiums applicable to former participants and covered beneficiaries under applicable medical and dental plans for benefits for the first six months following the Date of Termination.

     (k) Code. “Code” means the United States Internal Revenue Code of 1986, as amended.

     (l) Committee. “Committee” means the Board Compensation Committee or such other Board committee charged with responsibility for executive compensation, or if no committee has been so charged the Board.

     (m) Company. “Company” means MetLife, Inc.

     (n) Continuing Benefit Plans. “Continuing Benefit Plans” means the Company’s (or Affiliate’s, as applicable) employee and executive plans providing medical, dental and long-term disability benefits.

     (o) Corporate Event. “Corporate Event” means a merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the assets of the Company which is consummated.

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     (p) Covered Payments. “Covered Payments” means any amount or benefit paid or distributed to an Executive pursuant to the Plan, plus any amounts or benefits otherwise paid or distributed to the Executive by the Company or any Affiliate under any other plan, agreement, or arrangement that would be taken into account for purposes of determining if an Excess Parachute Payment has been made.

     (q) Date of Termination. “Date of Termination” means (i) in the case of a termination of an Executive’s employment for which a Notice of Termination is required, the date of receipt of such Notice of Termination or, if later, the date specified therein, as the case may be, and (ii) in all other cases, the actual date on which an Executive’s employment terminates, in each case if such termination causes the Employment Period to end.

     (r) Disability. “Disability” means an Executive’s inability to perform the duties of the Executive’s position, as determined in accordance with the policies and procedures applicable with respect to the Company’s (or Affiliate’s, as applicable) long-term disability plan, as in effect immediately prior to the date of a Change of Control; provided, however, that no inability to perform the Executive’s duties shall constitute Disability hereunder unless the Executive has requested that the Executive be considered for, and has qualified to receive, long-term disability benefits under a plan offered by the Company or an Affiliate to its employees.

     (s) Earned Obligations. “Earned Obligations” means an Executive’s full Base Salary through the Date of Termination (the timely payment of which shall mean payment in cash in a single lump sum as soon as practicable, but in no event more than 30 days (or at such earlier date required by law), following the Date of Termination), (ii) any vested amounts or benefits owing to the Executive under or in accordance with the terms and conditions of the Company’s and Affiliates’ otherwise applicable employee benefit plans and programs and any accrued vacation pay through the Executive’s Date of Termination or in connection with the termination of employment that causes the Employment Period to end, (iii) any other benefits payable due to an Executive’s death or Disability under the Company’s and Affiliates’ plans, policies or programs through the Executive’s Date of Termination or in connection with the termination of employment that causes the Employment Period to end.

     (t) End Date. “End Date” means the third anniversary of the Date of Termination.

     (u) Employment Obligations. “Employment Obligations” means, during the Employment Period, the devotion of full attention during normal business hours to the business and affairs of the Company and Affiliates and the use of an Executive’s best efforts to perform faithfully and efficiently responsibilities assigned to an Executive hereunder, to the extent necessary to discharge such responsibilities, except for (i) time spent in managing an Executive’s personal, financial and legal affairs and serving on corporate, civic or charitable boards or committees, in each case only if and to the extent not substantially interfering with the performance of such responsibilities, and (ii) periods of vacation and sick leave to which an Executive is entitled. The Executive’s continuing

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service on any boards and committees on which the Executive is serving or with which the Executive is otherwise associated immediately preceding the Effective Date shall not be deemed to interfere with the performance of the Executive’s Employment Obligations.

     (v) Employment Period. “Employment Period” means, with regard to each Executive, the period beginning on the date of a Change of Control prior to the termination of the Plan and ending on the earlier of the third anniversary of the Change of Control or the Executive’s Date of Termination.

     (w) Employment Terms. “Employment Terms” means terms and conditions of employment during the Employment Period consisting of the following:

     (i) Base Salary. An Executive shall receive a base salary at a monthly rate at least equal to the monthly salary paid to the Executive by the Company and any Affiliate immediately prior to the date of a Change of Control. The base salary shall be reviewed at least once each year after the date of a Change of Control, and may be increased (but not decreased) at any time and from time to time by action of the Board or any committee thereof, or the Board of Directors of an Affiliate or any committee thereof, or any individual having authority to take such action in accordance with the regular practices of the Company or an Affiliate. Neither the Base Salary nor any increase in the Base Salary after the date of a Change of Control shall serve to limit or reduce any other of the Employment Terms. An Executive’s Base Salary shall be paid no less frequently than monthly, except as electively deferred by the Executive pursuant to any deferral programs or arrangements that the Company or an Affiliate may make available to the Executive.

     (ii) Total Incentive Compensation.

     (a) In addition to the Base Salary, an Executive shall be afforded the opportunity to (1) receive an annual bonus in an amount which provides the Executive with at least the same bonus opportunity as other executives of the Company and Affiliates of a rank comparable to that of the Executive, and (2) participate in all long-term incentive compensation programs for key executives, including but not limited to those awards or grants made in the form of cash, stock awards, restricted stock, stock options, and other forms of Long-Term Compensation, at a level that is at least commensurate with the level made available from time to time to executives of the Company and Affiliates of a rank comparable to that of the Executive.

     (b) For each fiscal year that ends during the Employment Period, the aggregate of the value of the Total Incentive Compensation awarded or granted to the Executive attributable to that year shall be no lower than the highest aggregate value of Total Incentive Compensation awarded or granted to the Executive attributable to any of the prior three (3) fiscal years.

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     (c) If any fiscal year commences but does not end during the Employment Period, an Executive shall be awarded or granted at least a pro-rated Annual Bonus attributable to the portion of the fiscal year occurring during the Employment Period, and such amount shall be no lower than the same pro-rated portion of the any of the three (3) prior Annual Bonuses awarded or granted to the Executive attributable to complete fiscal years.

     (d) Each Annual Bonus shall be paid as soon as practicable following the year for which the amount (or any prorated portion) is awarded or granted, unless electively deferred by an Executive pursuant to any deferral programs or arrangements that the Company may make available to the Executive.

     (e) For all purposes of determining the value of Total Incentive Compensation or any of its components pursuant to this
Section 2(w)(ii):

     (1) all compensation awarded or granted to an Executive (or, with reference to Section 2(w)(ii)(a), which an Executive has the opportunity to receive) prior to the date of a Change of Control shall be valued using the methods as were used by the Company or Affiliate (as applicable) in valuing that compensation for purposes of communicating that annual Total Incentive Compensation to the Executive in writing;

     (2) all compensation awarded or granted to an Executive (or, with reference to Section 2(w)(ii)(a), which an Executive has the opportunity to receive) during the Employment Period shall be valued using the same methods as were used by the Company or Affiliate (as applicable) in valuing compensation for purposes of communicating annual Total Incentive Compensation to the Executive in writing for the final fiscal year that began prior to the Employment Period and, should that communication fail to value a particular form of compensation that must be valued for purposes of this Section 2(w)(ii)(e)(2), otherwise using such methods as were presented or produced by the Board in writing in valuing the executive compensation programs of enterprises competitive to the Company or any Affiliates for the final fiscal year that began prior to the Employment Period; and

     (3) with regard to fiscal years or portions thereof during to the Employment Period, such awards or grants shall be attributable to such fiscal years or portions thereof only to the extent those awards or grants provided to an Executive within that fiscal year or in the first quarter of the following fiscal year are free of Company or Affiliate discretion to reduce the amount or value of the award or grant.

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     (iii) Benefit Plans. An Executive (and, to the extent applicable, the Executive’s dependents) shall participate in or be covered under all pension, retirement, deferred compensation, savings, medical, dental, health, disability, group life, accidental death and travel accident insurance plans and programs of the Company or Affiliate, whichever is applicable, under the same terms and at the same participant cost as such benefits are made available from time to time to other similarly situated officers.

     (iv) Expenses. An Executive shall receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the policies and procedures of the Company or Affiliate, whichever is applicable, as in effect from time to time with respect to expenses incurred by other similarly situated officers.

     (v) Vacation and Fringe Benefits. An Executive shall be paid vacation and fringe benefits at a level that is commensurate with the paid vacation and fringe benefits available from time to time to other similarly situated officers.

     (vi) Indemnification. The Company (if the Executive is an officer or employee of the Company at the time of the events giving rise to the need for indemnity) and/or each Affiliate of which the Executive is an officer or employee at the time of the events giving rise to the need for indemnity, shall indemnify each Executive and hold each Executive harmless from and against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, on the same terms and conditions applicable from time to time with respect to the indemnification of its other senior officers of comparable rank.

     (vii) Location. The Executive’s services shall be performed at the location where the Executive was employed immediately preceding the date of a Change of Control or at any other office or location not more than 50 miles from such pre-Change of Control location, except for travel reasonably required in the performance of the Executive’s responsibilities.

     (x) Excess Parachute Payment. “Excess Parachute Payment” shall have the meaning ascribed to such term in Section 280G of the Code.

     (y) Exchange Act. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     (z) Excise Tax. “Excise Tax” means the tax imposed under Section 4999 of the Code (or any similar tax that may hereafter be imposed).

     (aa) Executive. “Executive” means an individual who, immediately prior to a Potential Change of Control or Change of Control, is either:

     (i) employed by the Company or an Affiliate and subject to the reporting requirements of Section 16 of the Exchange Act with regard to the

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Company, as determined by the Compensation Committee or Board of Directors of the Company; or

     (ii) granted eligibility under the Plan in a writing executed by an officer of Company authorized to do so by the Committee. Individuals granted eligibility under this Section 2(aa)(ii) will be listed in an appendix to the Plan.

     (bb) Good Reason. “Good Reason” means the occurrence of any of the following, without the express written consent of an Executive, during the Employment Period:

     (i) any failure by the Company (or Affiliate, as applicable) to comply with the Employment Terms, other than an insubstantial or inadvertent failure remedied by the Company promptly after receipt of notice thereof given by the Executive; or

     (ii) any failure by the Company to obtain the assumption and agreement to sponsor and administer the Plan by a successor or to cause an Affiliate, as applicable, to comply with the terms of the Plan as contemplated by Section 7(b) hereof.

     In no event shall the mere occurrence of a Change of Control, absent any further impact on an Executive, be deemed to constitute Good Reason. In no event shall the mere transfer of employment from the Company or an Affiliate to the Company or an Affiliate, absent any further impact on an Executive, be deemed to constitute Good Reason, notwithstanding any technical termination of employment in connection with such a transfer. Any termination of employment by the Executive for Good Reason that causes the Executive’s Employment Period to end shall be communicated to the Company by the Executive by a Notice of Termination within one hundred twenty (120) days of an Executive’s having actual knowledge of the events giving rise to such termination.

     (cc) Incumbent Directors. “Incumbent Directors means the persons who were directors of the Company at the beginning of any 24-month period.

     (dd) Long-Term Compensation. “Long-Term Compensation” means an Executive’s long-term incentive compensation.

     (ee) Notice of Termination. “Notice of Termination” means a written notice given consistent with the terms of the Plan that (i) indicates the specific termination provision in the Plan relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the termination date is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 15 days after the giving of such notice). The failure by an Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of the Executive hereunder or preclude the Executive from asserting such fact or circumstance in enforcing the Executive’s rights hereunder.

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     (ff) Parachute Payments. “Parachute Payments” shall have the meaning ascribed to such term under Section 280G of the Code.

     (gg) Payment Cap. “Payment Cap” means the maximum amount which may be paid to the Executive under this Plan without the Executive becoming subject to Excise Tax as a result of all Covered Payments.

     (hh) Person. “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 (i) the Company or any Affiliate, (ii) 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 (ii) any employee benefit plan (including an employee stock ownership plan) sponsored by the Company or any Affiliate.

     (ii) Plan. “Plan” means this MetLife Executive Severance Plan, as amended and restated.

     (jj) Potential Change of Control. For the purposes of the Plan, a “Potential Change of Control” shall be deemed to have occurred if, during the term of the Plan:

     (i) a Person commences a tender offer, with adequate financing, which, if consummated, would result in such Person having Beneficial Ownership, of securities of the Company representing 10% or more of the combined Voting Power of the Company’s securities;

     (ii) the Company enters into an agreement the consummation of which would constitute a Change of Control;

     (iii) any Person other than the Company attempts, directly or indirectly, to replace more than 25% of the directors of the Company; provided, however, that any action taken in support of a nominee approved by a majority of the members of the Board then in office shall not be given any effect in determining whether a Potential Change of Control has occurred;

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

     (kk) Severance Pay. “Severance Pay means an amount equal to two (2) times the sum of:

     (i) the Executive’s annual rate of Base Salary as then in effect; and

     (ii) the average of the Annual Bonuses awarded or granted to the Executive for each of the three fiscal years of the Company (or, if less, the number of prior fiscal years during which Executive was an employee of the Company or an Affiliate) ended immediately prior to the date of a Change of

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Control for which an annual bonus amount had been determined by the Board (or any committee thereof) prior to the date of a Change of Control. If the Executive was employed by the Company or Affiliates (taken as a whole) for only a portion of any fiscal year included in the period for which the average referred to in the immediately preceding sentence is determined and the bonus awarded or granted for such fiscal year took into account such partial period of employment, such bonus for such fiscal year shall be annualized for purposes of calculating such average. If any fiscal year included in the period for which the average referred to in the first sentence of this Section 2(aa)(ii) is determined is an Executive’s first or second calendar year of employment by the Company or Affiliates (taken as a whole), and no annual bonus amount for one or either such year had been determined by the Board (or any committee thereof) prior to the date of a Change of Control, then the amount which was the mid-point of the Annual Bonus range for the Executive’s compensation grade used by the Company or Affiliates for compensation determination purposes for performance in the first of the two calendar years shall be used for either year (or both) for purposes of determining the average referred to in the first sentence of this Section 2(aa)(ii).

     (ll) Prior Date. “Prior Date” means the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer.

     (mm) Total Incentive Compensation. “Total Incentive Compensation” means the value of the Annual Bonus awarded or granted to an Executive attributable to a fiscal year plus the value of the Long-Term Compensation awarded or granted to the Executive attributable to that fiscal year.

     (nn) Voting Power. “Voting Power” means 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.

     3. Obligations of the Company upon Termination. (a) Transfer of Employment. In no event shall the mere transfer of employment from the Company or an Affiliate to the Company or an Affiliate, absent any further impact on the Executive, be deemed to constitute a termination of employment, notwithstanding any technical termination of employment in connection with such a transfer.

     (b) Termination by the Company or an Affiliate other than for Cause and Termination by the Executive for Good Reason. The terms of this Section 3(b) shall apply to an Executive if and only if the Executive’s Employment Period ends because the Company or an Affiliate terminates the Executive’s employment (other than for Cause or due to Disability) or the Executive terminates his or her employment for Good Reason. The terms of this Section 3(b) shall not apply to an Executive if the Executive’s Employment Period ends due to death.

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     (i) Severance Pay.

     (a) If the Executive’s Employment Period ends because the Company or an Affiliate terminates the Executive’s employment (other than for Cause or due to Disability), the Company shall pay the Severance Pay in a single lump sum in cash as soon as practicable after the Date of Termination but in no event more than thirty (30) days following the Date of Termination.

     (b) If the Executive’s Employment Period ends because the Executive terminates his or her employment for Good Reason, the Company shall pay the Severance Pay in a single lump sum in cash six (6) months after the Date of Termination.

     (ii) Continuation of Medical, Dental, and Long-Term Disability Benefits. The Executive (and, to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until the End Date, to continue participation in all of the Continuing Benefit Plans; provided, however, that if the Executive’s Employment Period ends because the Executive terminates his or her employment for Good Reason, the Executive shall pay the Company or an Affiliate the COBRA Premiums as a condition of such continued participation; and provided further, however, that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the Prior Date. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company (or Affiliate, as applicable) through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide a comparable benefit under another plan or from the Company’s general assets.

     (iii) Reimbursement of COBRA Premiums. If the Executive’s Employment Period ends because the Executive terminates his or her employment for Good Reason, the Company shall reimburse the Executive for any and all COBRA Premiums paid by the Executive, to the extent the Executive had paid the Company or an Affiliate the COBRA Premiums. The Company’s reimbursement shall be paid in cash six months after the Date of Termination.

     (c) Modification of Payments by the Company.

     (i) Application of Section 3(c) Hereof. In the event that any of the Covered Payments to an Executive would be an Excess Parachute Payment as defined in Section 280G of the Code, and would thereby subject the Executive to the Excise Tax, and the net after-tax benefit that the Executive would receive by applying the Payment Cap is greater than the net after-tax benefit the Executive would receive if the Payment Cap were not applied to Executive’s Covered Payments, then the Severance Pay payable to the Executive shall be reduced (but

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not below zero) so that the Severance Pay and all other Covered Payments do not exceed the amount of the Payment Cap.

     (ii) Calculation of Benefits. Promptly after delivery of any Notice of Termination, the Company shall notify the Executive of the aggregate present value of all Covered Payments to which the Executive would be entitled under the Plan and any other plan, program or arrangement as of the projected Date of Termination, together with the projected maximum payments, determined as of such projected Date of Termination that could be paid without the Executive being subject to the Excise Tax.

     (iii) Application of Section 280G of the Code. For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax:

     (a) such Covered Payments will be treated as Parachute Payments within the meaning of Section 280G of the Code, and all Parachute Payments in excess of the Base Amount shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Accountants, the Company has a reasonable basis to conclude that any amount or benefit paid or distributed to the Executive pursuant to the Plan, or any amounts or benefits otherwise paid or distributed to the Executive by the Company or any Affiliate under any other plan, agreement, or arrangement (in whole or in part), either do not constitute Parachute Payments or represent reasonable compensation for personal services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the portion of the Base Amount allocable to such Covered Payments, or such Parachute Payments are otherwise not subject to such Excise Tax, and

     (b) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

     (iv) Assumptions in Determining Net After-Tax Benefit. For purposes of determining whether the net after-tax benefit that the Executive would receive by applying the Payment Cap is greater than the net after-tax benefit the Executive would receive if the Payment Cap were not applied to Executive’s Covered Payments, Executive shall be deemed to pay (a) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the first amounts are to be paid hereunder, and (b) any applicable state and local income taxes at the highest applicable marginal rate of taxation for such calendar year, net of the maximum reduction in Federal incomes taxes which could be obtained from the deduction of such state or local taxes if paid in such year.

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     4. Non-exclusivity of Rights. Except as expressly provided herein, nothing in the Plan shall prevent or limit an Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any Affiliate and for which the Executive may qualify, nor shall anything herein limit or otherwise prejudice such rights as the Executive may have under any other agreements with the Company or any Affiliate, including employment agreements or stock option agreements.

     5. No Offset. The Company’s obligation to make the payments provided for in the Plan and otherwise to perform its obligations hereunder shall not be diminished or otherwise affected by any circumstances, including, but not limited to, any set-off, counterclaim, recoupment, defense or other right which the Company may have against an Executive or others whether by reason of the subsequent employment of the Executive or otherwise.

     6. Legal Fees and Expenses. If, on or after the date of a Change of Control, an Executive asserts any claim in any contest (whether initiated by the Executive or by the Company) as to the validity, enforceability or interpretation of any provision of the Plan, or any claim for any Earned Obligations (including but not limited to the timely payment of Earned Obligations under law or accordance with the terms of the applicable plan, program or arrangement), the Company shall pay the Executive’s legal expenses (or cause such expenses to be paid) including, but not limited to, the Executive’s reasonable attorney’s fees, on a quarterly basis, upon presentation of proof of such expenses in a form acceptable to the Company, provided that the Executive shall reimburse the Company for such amounts, plus simple interest thereon at the 90-day United States Treasury Bill rate as in effect from time to time, compounded annually, if the Executive shall not prevail, in whole or in part, as to at least one material issue as to the validity, enforceability or interpretation of any provision of the Plan or the Executive’s right to any Earned Obligations.

     7. Successors. (a) An Executive may not assign any rights under the Plan, other than by will or the laws of descent and distribution. An Executive’s rights shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

     (b) The Plan shall be binding upon the Company and its successors. The Company shall cause each Affiliate, as applicable, to comply with the terms of the Plan. The Company shall require any successor to all or substantially all of the business and/or assets of the Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, expressly to assume and agree to perform the terms of the Plan in the same manner and to the same extent as the Company would have been required to perform if no such succession had taken place.

     8. Unsecured Nature of Obligations. The Plan is an unfunded employee benefit plan established by the Company. Any obligation to pay benefits under this Plan are general, unsecured obligations of the Company that shall be paid out of the general assets of the Company, or an Affiliate on behalf of the Company.

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     9. Plan Administrator. The Company is the administrator of the Plan with authority to control and manage the operation and administration of this Plan, and is designated the Plan’s agent for service of legal process. Unless otherwise determined by the Compensation Committee of the Company, the Chief Executive Officer of the Company, or designee thereof, shall carry out the Company’s responsibilities under the Plan. The Company shall not have the power to interpret and construe the provisions of the Plan in its discretion, nor have the power to decide any disputes that may arise as to the rights of an Executive to the benefits under the Plan. No provision of the Plan shall entitle the Company to standard of legal review of any of its decisions or determinations other than a plenary, de novo standard, or be construed to suggest that such standard of review is appropriate. The Company shall not have the power to adopt any rules, regulations, or procedures.

     10. Claims; Arbitration. Any dispute or controversy arising under or in connection with the Plan, including but not limited to a claim by any Executive asserting rights or benefits under the Plan, shall be resolved by binding arbitration. An Executive may, but shall be required to, submit a claim to the Company prior to asserting a claim in arbitration. An Executive shall not be required to follow any administrative process prior to asserting a claim in arbitration. The arbitration shall be held in New York City and except to the extent inconsistent with the Plan, shall be conducted in accordance with the Expedited Employment Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration (or such other rules as the parties may agree to in writing), and otherwise in accordance with principles which would be applied by a court of law or equity; provided for greater clarity, however, that in no event shall the arbitrator(s) be bound to follow the rules of evidence, discovery, or procedure that would applied by a court of law or equity. The arbitrator shall be acceptable to both the Company and the Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be heard by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators.

     11. Miscellaneous. (a) Entire Plan. This document constitutes the entire Plan. There are no promises, representations, inducements or statements by the Company with respect to this Plan other than those that are expressly contained herein.

     (b) Applicable Law. This Plan shall be governed by and construed in accordance with the Employee Retirement Income Security Act, and otherwise under the law of the United States or the State of New York, applied without reference to principles of conflict of laws. For purposes of the Insurance Law of the State of New York, upon the occurrence of a Change of Control this Plan shall be considered a contract having a term of three years, recognizing that no rights hereunder will arise unless and until a Change of Control shall occur.

     (c) Deferred Compensation Compliance. This Plan is intended to comply with Code Section 409A and shall be interpreted accordingly.

     (d) Plan Year. The Plan year shall be a calendar year.

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     (e) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: at the home address of the Executive noted on the records of the Company

If to the Company: MetLife, Inc.
1095 Avenue of the Americas
New York City, New York 10034
Attn.: Corporate Secretary

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

     (f) Tax Withholding. The Company shall withhold from any amounts payable under the Plan such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

     (g) Severability; Reformation; Calculation of Amounts. In the event that one or more of the provisions of the Plan shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. For purposes of the Plan, except for Section 3(c), the value of an amount or property awarded, granted, or paid to an Executive shall be determined notwithstanding any elective deferrals of payment.

     (h) Waiver. Waiver by any Executive of any breach or default by the Company of any of the terms of the Plan shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of the Plan shall be implied from any course of dealing between an Executive and the Company or from any failure by the Executive to assert the Executive’s rights hereunder on any occasion or series of occasions.

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     (i) Captions. The captions of the Plan are not part of the provisions hereof and shall have no force or effect.

     IN WITNESS WHEREOF, pursuant to the approval of its Compensation Committee, the Company has caused the Plan to be executed by an authorized officer in its name on its behalf.

METLIFE, INC.

By:	/s/ Jeffrey A. Welikson
Title:	Senior Vice President and Secretary
Date:	December 16, 2009
WITNESSED:
/s/ Valery Boice

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EX-10.2

Exhibit 10.2

MANAGEMENT PERFORMANCE SHARE AGREEMENT

     MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Performance Shares (your “Performance Shares”). Your Performance Shares are subject to the terms and conditions of this Management Performance Share Agreement (this “Agreement”) and the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the “Plan”).

     1. Standard Performance Terms.

     (a) The terms of this Section 1 shall be referred to as the “Standard Performance Terms” and will apply to your Performance Shares except in so far as Sections 2 (Change of Status) or 3 (Change of Control) apply.

     (b) The Performance Period for your Performance Shares will begin on [date], [year] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period. After the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Shares payable in accordance with this Section 1 (your “Final Performance Shares”), and your Final Performance Shares will be due and payable in Shares at the time specified in Section 8.

     (c) If the Committee determines in writing that the Company had net income available to common shareholders for either the third calendar year of the Performance Period or for the Performance Period as a whole, then you will be eligible for a payment of up to 200% of your Performance Shares. Net income available to common shareholders for any period will be determined with reference to the Company’s Form 10-K on file with the Securities and Exchange Commission for the third year of the Performance Period on the date of the Committee’s determination.

     (d) If, under Section 1(c), you are eligible for a payment, 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, multiplied by the factor determined by (3) below, if applicable.

     (1) The first percentage will be based on the Company’s average percentile performance with respect to Change in Annual Net Operating Income Available to Common Shareholders Per Share during the Performance Period relative to the other companies in the Index, determined in the following manner:

     (a) First, the Net Operating Income Available to Common Shareholders Per Share will be determined for the Company and for each of the other companies in the Index, for each calendar year of the Performance Period and the calendar immediately preceding the first calendar year of the Performance Period. For this purpose, “Net Operating Income Available to Common Shareholders Per Share” for each calendar year will have the meaning of that term, or its substantial equivalent, defined in or derived from the Company’s quarterly financial supplement for the fourth quarter of the prior year filed with or furnished to the United States Securities and Exchange Commission.

     (b) Second, the Change in Annual Net Operating Income Available to Common Shareholders Per Share will be determined for the Company and for each of the other companies in the Index for each calendar year of the Performance Period. For this purpose, “Change in Annual Net Operating Income Available to Common Shareholders Per Share” means Net Operating Income Available to Common Shareholders Per Share for each calendar year of the Performance Period divided by Net Operating Income Available to Common Shareholders Per Share in the immediately preceding calendar year.

     (c) Third, the Company’s Change in Annual Net Operating Income Available to Common Shareholders Per Share for each calendar year of the Performance Period will be compared to the Change in Annual Net Operating Income Available to Common Shareholders Per Share for each of the other companies in the Index for the same calendar year to determine the percentage of the other companies in the Index whose performance was less than that of the Company, rounded down to the nearest whole number percentile appearing on the left-hand column of Table 2 of Schedule A to this Agreement (Company performance greater than every other company in the Index being deemed to be performance in the ninety-ninth percentile), producing the Company’s percentile performance relative to the other companies in the Index.

     (d) Fourth, a percentage for each calendar year of the Performance Period will be determined using the percentile determined under Section 1(d)(1)(c) and the corresponding percentage on the right-hand column of Table 1 of Schedule A to this Agreement.

     (e) Finally, the three percentages referenced in Section (1)(d)(1)(d) will be averaged.

     (2) The second percentage will be based on the Company’s performance with respect to Proportionate Total Shareholder Return during the Performance Period as a percentage of that of the Index, determined according to Table 2 of Schedule A to this Agreement, determined in the following manner:

     (a) First, the Initial Closing Price of the Company and the Index will each be determined. For this purpose, “Initial Closing Price” means, in the case of the Company the average Closing Price, and in the case of the Index the value of the Index, in each case for the twenty (20) trading days prior to the first day of the Performance Period.

     (b) Second, the Final Closing Price of the Company and the Index will each be determined. For this purpose, “Final Closing Price” means, in the case of the Company the average Closing Price, and in the case of the Index the value of the Index, in each case for the twenty (20) trading days prior to and including the final day of the Performance Period.

     (c) Third, the Total Shareholder Return of the Company and the Index will each be determined, and expressed as a percentage. For this purpose, “Total Shareholder Return” means the change (plus or minus) from the Initial Closing Price to the Final

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Closing Price, plus (in the case of the Company) dividends (if any) actually paid on Shares on a reinvested basis from the first day of the Performance Period to and including the last day of the Performance Period.

     (d) Fourth, the Proportionate Total Shareholder Return of the Company and the Index will each be determined. For this purpose, “Proportionate Total Shareholder Return” means Total Shareholder Return divided by Initial Closing Price.

     (e) Fifth, the Proportionate Total Shareholder Return of the Index will be subtracted from the Company’s Proportionate Total Shareholder Return, and the result rounded up or down to the nearest percentage appearing on the left-hand column of Table 2 of Schedule A to this Agreement (any result precisely halfway between two percentages being rounded up to the next highest percentage).

     (f) Finally, a percentage will be determined using the result produced under Section 1(d)(2)(e) and the corresponding percentage on the right-hand column of Table 2 of Schedule A to this Agreement.

     (3) If the Total Shareholder Return of the Company, as determined under Section (1)(d)(2)(c), is zero percent or less, then the sum of the percentages described under Sections (1)(d)(1) and (1)(d)(2) will be multiplied by a factor of seventy-five hundredths (0.75) and rounded up or down to the nearest whole percentage (any result precisely halfway between two percentages being rounded up to the next highest percentage) to determine the Performance Factor.

     (e) For purposes of Section 1(d)(1), the companies in the Index refers to each company, other than the Company, that:

     (1) does not adopt International Financial Reporting Standards with respect to a reporting period earlier than the reporting period with respect to which the Company does so,

     (2) has publicly reported its earnings in conformity with accounting principles generally accepted in the United States of America for each of the two calendar years being compared under Section 1(d)(1)(b); and

     (3) is included in the Standard & Poor’s Insurance Index derived from Fortune 500 companies for the entirety of the second of the two calendar years being compared under Section 1(d)(1)(b)..

     (f) For purposes of Section 1(d)(2), the Index refers to the Standard & Poor’s Insurance Index derived from Fortune 500 companies, including any weighting of the stock of the companies included in that index that is applied by Standard & Poor’s, from time to time.

     2. Change of Status. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. In the event of a Change of Control, any applicable terms of Section 3 (Change of Control) will supersede the terms of this Section 2.

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     (a) Long-Term Disability. In the event you qualify for long-term disability benefits under a plan or arrangement offered by the Company or an Affiliate for its Employees, the Standard Performance Terms will continue to apply to your Performance Shares. Once this provision applies, no other change of status described in this Section 2 (except the provision regarding termination for Cause) will affect your Performance Shares, even if you subsequently return to active service or your employment with the Company or an Affiliate terminates other than for Cause.

     (b) Death. In the event that your employment with the Company or an Affiliate terminates due to your death, your Performance Shares will be due and payable in Shares (or cash at a value equal to the Closing Price on the date of your death, if so determined by the Committee). Any payment will be made at the time specified in Section 8.

     (c) Retirement. If your employment with the Company or an Affiliate terminates (other than for Cause) on after your early retirement date or normal retirement date (in each case determined under any ERISA qualified pension plan offered by the Company or an Affiliate in which you participate) (“Retirement”), the Standard Performance Terms will continue to apply to your Performance Shares.

     (d) Bridge Eligibility. If your employment with the Company or an Affiliate terminates (other than for Cause) with bridge eligibility for retirement-related medical benefits (determined under an ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate, if any) (“Bridge Eligibility”), and your separation agreement (offered to you under the severance program offered by the Company or an Affiliate to its Employees) becomes final, the Standard Performance Terms will continue to apply to your Performance Shares.

     (e) Termination for Cause. In the event that your employment with the Company or an Affiliate terminates for Cause, your Performance Shares will be forfeited immediately.

     (f) Other Termination of Employment. Unless the Committee determines otherwise, if no other provision in this Section 2 regarding change of status applies, including, for example, your voluntary termination of employment, your termination without Retirement or Bridge Eligibility, or your termination by the Company or an Affiliate without Cause, your Performance Shares will be forfeited immediately unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final, your Prorated Performance Shares will be due and payable to you. Any payment will be made at the time specified in Section 8. The number of your “Prorated Performance Shares” will be determined by dividing the number of calendar months in the Performance Period that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Performance Shares, and rounding to the nearest whole number, and, if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the beginning of the Performance Period, then the number of your Prorated Performance Shares shall be zero (0). Payment for each of your Prorated Performance Shares will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment for each of your Prorated Performance Shares will be made in cash at a value equal to the lesser of the

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Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Performance Shares will be forfeited.

     3. Change of Control.

     (a) Except as provided in Section 3(b), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Performance Shares will be due and payable in the form of cash equal to the number of your Performance Shares multiplied by the Change of Control Price. Any payment will be made at the time specified in Section 8.

     (b) The terms of Section 3(a) will not apply to your Performance Shares if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Performance Shares pursuant to Section 15.2 of the Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A.

     4. Nontransferability of Awards. Except as provided in Section 5 or as otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Performance Shares, and all rights with respect to your Performance Shares are exercisable during your lifetime only by you.

     5. Beneficiary Designation. You may name any beneficiary or beneficiaries (who may be named contingently or successively) who may then exercise any right under this Agreement in the event of your death. Each beneficiary designation for such purpose will revoke all such prior designations. Beneficiary designations must be properly completed on a form prescribed by the Committee and must be filed with the Company during your lifetime. If you have not designated a beneficiary, your rights under this Agreement will pass to and may be exercised by your estate.

     6. Tax Withholding. The Company will withhold from payment made under this Agreement an amount sufficient to satisfy the minimum statutory Federal, state, and local tax withholding requirements relating to payment on account of your Performance Shares.

     7. Adjustments. The Committee will make appropriate adjustments in the terms and conditions of your Performance Shares in recognition of unusual or nonrecurring events affecting the Company or its financial statements (such as a Common Stock dividend, Common Stock split, recapitalization, payment of an extraordinary dividend, merger, consolidation, combination, spin-off, distribution of assets to stockholders other than ordinary cash dividends, exchange of shares, or other similar corporate change), or in recognition of changes to applicable laws, regulations, or accounting principles, to prevent unintended dilution or enlargement of the potential benefits of your Performance Shares. The Committee’s determinations in this regard will be conclusive.

     8. Timing of Payment.

     (a) This Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly. If Shares are to be paid to you, you will receive evidence of ownership of those Shares.

     (b) If payment is due and payable under Section 2(b), it will be made upon your death.

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     (c) If payment is due and payable under Section 2(f), it will be made six (6) months after the termination of your employment (or six (6) months after your “separation from service” under Code Section 409A, if that is a different date); provided, however, that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment will be made in the calendar year after the end of the Performance Period but in no event earlier than six (6) months after the termination of your employment (or six months after your “separation from service” under Code Section 409A, if that is a different date).

     (d) If payment is due and payable under Section 3(a), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days of the Change of Control. If payment is due and payable under Section 3(a), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(e).

     (e) If payment is due and payable under the Standard Performance Terms and you have chosen to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate, payment will be made at the time determined under that plan. If payment is due and payable under the Standard Performance Terms and you have not chosen to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate, payment will be made in the calendar year after the end of the Performance Period.

     9. Closing Price. For purpose of this Agreement, “Closing Price” will mean the closing price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Shares are quoted at the relevant time), or in the event that there are no Share transactions reported on such tape or other system on the applicable date, the closing price on the immediately preceding date on which Share transactions were reported. Closing Price shall constitute “Fair Market Value” under the Plan for all purposes related to your Performance Shares.

     10. No Guarantee of Employment. This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate.

     11. Governing Law; Choice of Forum. This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any action otherwise regarding this Agreement must be brought in a court in the State of New York, to which jurisdiction the Company and you consent.

     12. Miscellaneous. For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) the word “Section” refers to a Section in this Agreement. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan. Any determination or interpretation by the Committee pursuant to this Agreement will be final and

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conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and the Company, and you and all Affiliates, regarding your Performance Shares. No promises, terms, or agreements of any kind regarding your Performance Shares that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable. If you are an Employee of an Affiliate, your Performance Shares are being provided to you by the Company on behalf of that Affiliate, and the value of your Performance Shares will be considered a compensation obligation of that Affiliate. Your Performance Shares are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Performance Shares on account of any dividend paid on Shares. The issuance of Shares or payment of cash pursuant to your Performance Shares is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including the federal securities laws and any applicable state or foreign securities laws. Your Performance Shares are subject to the Company’s performance-based compensation recoupment policy (which currently covers only officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.

     13. Amendments. The Committee has the exclusive right to amend this Agreement as long as the amendment does not adversely affect any of your previously-granted Awards in any material way (without your written consent) and is otherwise consistent with the Plan. The Company will give written notice to you (or, in the event of your death, to your beneficiary or estate) of any amendment as promptly as practicable after its adoption.

     14. Agreement to Protect Corporate Property. If you have not previously executed an Agreement to Protect Corporate Property (“Property Agreement”), the grant of your Performance Shares is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement, and if you do not return a signed copy of the Property Agreement then this Agreement and the Performance Shares granted to you will be void. The Company may in its sole discretion allow an extension of time for you to return your signed Property Agreement.

     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and you have executed this Agreement.

METLIFE, INC.		EMPLOYEE
By:	C. Robert Henrikson	[name]
	Name
	Chairman of the Board,
	President, and Chief Executive Officer
	Title
	Signature	Signature
		Date:

7

Schedule A
to Management Performance Share Agreement

Table 1		Table 2
Company Change in Annual
Net Operating Income	First Percentage (Averaged	Index Proportionate Total
Available to Common	For Each Year of	Shareholder Return
Shareholders Percentile	Performance Period) For	subtracted from Company	Second Percentage For
Relative to Other Companies	Purposes of Determining	Proportionate Total	Purposes of Determining
in the Index	Performance Factor*	Shareholder Return	Performance Factor*
0-24	0	-26.0% or less	0
25	25	-25.0%	25
26	26	-24.0%	26
27	27	-23.0%	27
28	28	-22.0%	28
29	29	-21.0%	29
30	30	-20.0%	30
31	31	-19.0%	31
32	32	-18.0%	32
33	33	-17.0%	33
34	34	-16.0%	34
35	35	-15.0%	35
36	36	-14.0%	36
37	37	-13.0%	37
38	38	-12.0%	38
39	39	-11.0%	39
40	40	-10.0%	40
41	41	-9.0%	41
42	42	-8.0%	42
43	43	-7.0%	43
44	44	-6.0%	44
45	45	-5.0%	45
46	46	-4.0%	46
47	47	-3.0%	47
48	48	-2.0%	48
49	49	-1.0%	49
50	50	0.0%	50
51	52	1.2%	52
52	54	2.4%	54
53	56	3.6%	56
54	58	4.8%	58
55	60	6.0%	60
56	62	7.2%	62
57	64	8.4%	64
58	66	9.6%	66
59	68	10.8%	68
60	70	12.0%	70
61	72	13.2%	72
62	74	14.4%	74
63	76	15.6%	76
64	78	16.8%	78
65	80	18.0%	80
66	82	19.2%	82
67	84	20.4%	84
68	86	21.6%	86
69	88	22.8%	88
70	90	24.0%	90
71	92	25.2%	92
72	94	26.4%	94
73	96	27.6%	96
74	98	28.8%	98
75-99	100	30.0% or greater	100

* First percentage is determined for each calendar year of the Performance Period and averaged, and added to second percentage. The total is multiplied by 0.75 if the Total Shareholder Return of the Company is zero percent or less, and then multiplied by the number of Performance Shares granted to determine the number of Final Performance Shares. See Section 1 of this Agreement.

EX-10.3

Exhibit 10.3

MANAGEMENT STOCK OPTION AGREEMENT

     MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Stock Options (your “Options”). Each Option entitles you to purchase one Share for $[closing price on date of grant] per Share (the “Exercise Price”). Your Options are subject to the terms and conditions of this Management Stock Option Agreement (this “Agreement”) and the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the “Plan”).

     1. Standard Terms of Your Options. Except as provided in Sections 3 (Change of Status) and 4 (Change of Control), one-third (1/3) of your Options will become exercisable on each of the first, second and third anniversaries of the Grant Date, and you may exercise your Options until the close of business on [day prior to the tenth (10^th) anniversary of the Grant Date] (the “Standard Terms”). Neither this date, nor any other deadline for exercise of your Options under this Agreement, will be extended regardless of whether you are unable to exercise your Options on that date because it is not a business day, due to trading limitations, or otherwise.

     2.  Exercise of Your Options.

     (a) You may exercise any of your Options that have become exercisable by notifying the Company, using procedures that will be established for this purpose, and paying for the Shares at the time you exercise your Options. Any exercisable Options that you fail to exercise within the applicable period for exercise will be forfeited.

     (b) You may pay the Exercise Price in one or more of the following ways: (1) in cash, (2) by exchanging Shares you already own (as long as those Shares are not subject to any pledge or other security interest) at the Closing Price on the date of exchange, (3) to the extent permitted by law, through an arrangement with the broker designated by the Company in which the broker will use the proceeds of the sale of a sufficient number of Shares to pay the Exercise Price, or (4) through a combination of the above. The combined value paid must have a value as of the date tendered that is at least equal to the Exercise Price.

     (c) You must exercise your Options in accordance with the Company’s insider trading policy and any applicable pre-trading clearance procedures. Your exercise of Options or sale of Shares may be prohibited at certain times, or delayed, due to Share trading volume limitations imposed by the Company. The issuance of Shares pursuant to your Options is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. No Shares will be issued upon exercise of any of your Options if that issuance or exercise would result in a violation of applicable law, including the federal securities laws and any applicable state or foreign securities laws.

     (d) The number of Shares issuable upon exercise of your Options shall be reduced to the nearest whole Share. If you retain some or all of the Shares after you exercise your Options, you will receive evidence of ownership of those Shares.

     3. Change of Status. For purposes of this Section 3, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. In the event of a Change of Control, any applicable terms of Section 4 (Change of Control) will supersede the terms of this Section 3.

     (a) Long-Term Disability. In the event you qualify for long-term disability benefits under a plan or arrangement offered by the Company or an Affiliate for its Employees, the Standard Terms will continue to apply to your Options. Once this provision applies, no other change of status described in this Sections 3 (except the provision regarding termination for Cause) will affect your Options, even if you subsequently return to active service or your employment with the Company or an Affiliate terminates other than for Cause.

     (b) Death. In the event that your employment with the Company or an Affiliate terminates due to your death, all of your Options will be immediately exercisable and will remain exercisable until the close of business on the Expiration Date.

     (c) Retirement. If your employment with the Company or an Affiliate terminates (other than for Cause) on after your early retirement date or normal retirement date (in each case determined under any ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate) (“Retirement”), the Standard Terms will continue to apply to your Options.

     (d) Bridge Eligibility. If your employment with the Company or an Affiliate terminates (other than for Cause) with bridge eligibility for retirement-related medical benefits (determined under an ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate, if any) (“Bridge Eligibility”), and your separation agreement (offered to you under the severance program offered by the Company or an Affiliate to its Employees) becomes final, the Standard Terms will continue to apply to your Options.

     (e) Termination for Cause. In the event that your employment with the Company or an Affiliate terminates for Cause, all of your Options will be forfeited immediately.

     (f) Other Termination of Employment. Unless the Committee determines otherwise, if no other provision in this Section 3 regarding change of status applies, including, for example, your voluntary termination of employment, your termination without Retirement or Bridge Eligibility, or your termination by the Company or an Affiliate without Cause, then (a) your Options that are exercisable as of the date of termination will remain exercisable until the close of business on the 30^th day after the date of your termination or until they would expire under the Standard Terms, whichever period is shorter; and (b) all of your Options that are not exercisable at the date of termination of your employment with the Company or an Affiliate will be forfeited immediately.

     4. Change of Control.

     (a) Except as provided in Section 4(b) and 4(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs:

     (1) all of your unexercised Options will become exercisable immediately regardless of the applicable exercise schedule; and

     (2) notwithstanding any provisions of Section 3 (Change of Status) to the contrary, if your employment with the Company or any Affiliate terminates without Cause before the first anniversary of the Change of Control, your Options will remain exercisable until the earlier of: (a) their expiration under the Standard Terms; or (b) the

2

first anniversary of the termination of your employment. For purposes of this Section 4(a)(2), your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment.

     (b) Notwithstanding Section 4(a), the Committee may elect to redeem your Options for a cash payment equal to the Change of Control Price less the Exercise Price, multiplied by the number of exercisable Options that you have not yet exercised.

     (c) The terms of Sections 4(a) and 4(b) will not apply to your Options if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Options pursuant to Section 15.2 of the Plan.

     5. Nontransferability of Awards. Except as provided in Section 6 or otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Options, and all rights with respect to your Options are exercisable during your lifetime only by you.

     6. Beneficiary Designation. You may name any beneficiary or beneficiaries (who may be named contingently or successively) who may then exercise any right under this Agreement in the event of your death. Each beneficiary designation for such purpose will revoke all such prior designations. Beneficiary designations must be properly completed on a form prescribed by the Committee and must be filed with the Company during your lifetime. If you have not designated a beneficiary, your rights under this Agreement will pass to and may be exercised by your estate.

     7. Tax Withholding. The Company will withhold from payment made under this Agreement, or require you to remit, an amount sufficient to satisfy the minimum statutory Federal, state, and local tax withholding requirements relating to the exercise of your Options. The Company will defer payment of cash or the issuance of Shares until this requirement is satisfied. You may satisfy this withholding requirement by: (a) paying cash to the Company to cover the tax obligation; (b) having Shares otherwise issuable upon the exercise of your Options withheld by the Company at the Closing Price of those Shares as of the date of exercise applied to cover the tax obligation; or (c) delivering previously acquired Shares to the Company having a Closing Price value as of the date of exercise equal to all or part of the tax obligation associated with the transaction, and cash equal to the balance of the tax obligation.

     8. Adjustments. The Committee will make appropriate adjustments in the terms and conditions of your Options in recognition of unusual or nonrecurring events affecting the Company or its financial statements (such as a Common Stock dividend, Common Stock split, recapitalization, payment of an extraordinary dividend, merger, consolidation, combination, spin-off, distribution of assets to stockholders other than ordinary cash dividends, exchange of shares, or other similar corporate change), or in recognition of changes to applicable laws, regulations, or accounting principles, to prevent unintended dilution or enlargement of the potential benefits of your Options. The Committee’s determinations in this regard will be conclusive.

     9. Closing Price. For purpose of this Agreement, “Closing Price” will mean the closing price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading

3

prices of the Shares are quoted at the relevant time), or in the event that there are no Share transactions reported on such tape or other system on the applicable date, the closing price on the immediately preceding date on which Share transactions were reported. Closing Price shall constitute “Fair Market Value” under the Plan for all purposes related to your Options.

     10. No Guarantee of Employment. This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate.

     11. Governing Law; Choice of Forum. This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any action otherwise regarding this Agreement must be brought in a court in the State of New York, to which jurisdiction the Company and you consent.

     12. Miscellaneous. For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and the word “Section” refers to a Section in this Agreement. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan. Any determination or interpretation by the Committee pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and the Company, and you and all Affiliates, regarding your Options. No promises, terms, or agreements of any kind regarding your Options that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable. If you are an Employee of an Affiliate, your Options are being provided to you by the Company on behalf of that Affiliate, and the value of your Options will be considered a compensation obligation of that Affiliate. The Committee may, in its discretion, substitute Stock Appreciation Rights for your Options to the extent permitted by the Plan. Your Options are subject to the Company’s performance-based compensation recoupment policy (which currently covers only officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.

4

     13. Amendments. The Committee has the exclusive right to amend this Agreement as long as the amendment does not adversely affect any of your previously-granted Awards in any material way (without your written consent) and is otherwise consistent with the Plan. The Company will give written notice to you (or, in the event of your death, to your beneficiary or estate) of any amendment as promptly as practicable after its adoption.

     14. Agreement to Protect Corporate Property. If you have not previously executed an Agreement to Protect Corporate Property (“Property Agreement”), the grant of your Options is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement, and if you do not return a signed copy of the Property Agreement then this Agreement and the Options granted to you will be void. The Company may in its sole discretion allow an extension of time for you to return your signed Property Agreement.

     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and you have executed this Agreement.

METLIFE, INC.		EMPLOYEE
By:	C. Robert Henrikson Name	[name]
	Chairman of the Board, President and Chief Executive Officer
	Title
	Signature	Signature
		Date:

5

EX-10.4

Exhibit 10.4

MANAGEMENT RESTRICTED STOCK UNIT AGREEMENT

     MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Restricted Stock Units (your “Units”). Your Units are subject to the terms and conditions of this Management Restricted Stock Unit Agreement (this “Agreement”) and the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the “Plan”).

     1. Standard Settlement Terms. Except as provided in Sections 2 (Change of Status) and 3 (Change of Control), the Period of Restriction for your Units will expire, and each of your Units will be due and payable in the form of Shares, on the third anniversary of the Grant Date (the “Standard Settlement Terms”).

     2. Change of Status. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. In the event of a Change of Control, any applicable terms of Section 3 (Change of Control) will supersede the terms of this Section 2.

     (a) Long-Term Disability. In the event you qualify for long-term disability benefits under a plan or arrangement offered by the Company or an Affiliate for its Employees, each of your Units will be due and payable in the form of Shares. Once this provision applies, no other change of status described in this Section 2 (except the provision regarding termination for Cause) will affect your Units, even if you subsequently return to active service or your employment with the Company or an Affiliate terminates other than for Cause.

     (b) Death. In the event that your employment with the Company or an Affiliate terminates due to your death, each of your Units will be due and payable in the form of Shares (or cash at a value equal to the Closing Price on the date of your death, if so determined by the Committee).

     (c) Retirement. If your employment with the Company or an Affiliate terminates (other than for Cause) on after your early retirement date or normal retirement date (in each case determined under any ERISA qualified pension plan offered by the Company or an Affiliate in which you participate, if any) (“Retirement”), the Standard Settlement Terms will continue to apply to your Units.

     (d) Bridge Eligibility. If your employment with the Company or an Affiliate terminates (other than for Cause) with bridge eligibility for retirement-related medical benefits (determined under the ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate, if any) (“Bridge Eligibility”), and your separation agreement (offered to you under the severance program offered by the Company or an Affiliate to its Employees) becomes final, the Standard Settlement Terms will continue to apply to your Units.

     (e) Termination for Cause. In the event that your employment with the Company or an Affiliate terminates for Cause, your Units will be forfeited immediately.

     (f) Other Termination of Employment. Unless the Committee determines otherwise, if no other provision in this Section 2 regarding change of status applies, including, for example, your voluntary termination of employment, your termination without Retirement or Bridge Eligibility, or the termination of your employment by the Company or an Affiliate without Cause, your Units will be forfeited immediately unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final, your Prorated

Units will be due and payable to you. The number of your “Prorated Units” will be determined by dividing the number of calendar months, beginning with the month of the Grant Date, that have ended as of the end of the month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Units, and rounding to the nearest whole number; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the Grant Date , then the number of your Prorated Units shall be zero (0). Payment for each of your Units will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Units will be forfeited.

     3. Change of Control.

     (a) Except as provided in Section 3(b), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Units will be due and payable in the form of cash equal to the number of your Units multiplied by the Change of Control Price.

     (b) The terms of Section 3(a) will not apply to your Units if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Units pursuant to Section 15.2 of the Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A, to the extent such Code section is applicable to your Units.

     4. Nontransferability of Awards. Except as provided in Section 5 or as otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Units, and all rights with respect to your Units are exercisable during your lifetime only by you.

     5. Beneficiary Designation. You may name any beneficiary or beneficiaries (who may be named contingently or successively) who may then exercise any right under this Agreement in the event of your death. Each beneficiary designation for such purpose will revoke all such prior designations. Beneficiary designations must be properly completed on a form prescribed by the Committee and must be filed with the Company during your lifetime. If you have not designated a beneficiary, your rights under this Agreement will pass to and may be exercised by your estate.

     6. Tax Withholding. The Company will withhold from payment made under this Agreement an amount sufficient to satisfy the minimum statutory Federal, state, and local tax withholding requirements relating to payment on account of your Units.

     7. Adjustments. The Committee will make appropriate adjustments in the terms and conditions of your Units in recognition of unusual or nonrecurring events affecting the Company or its financial statements (such as a Common Stock dividend, Common Stock split, recapitalization, payment of an extraordinary dividend, merger, consolidation, combination, spin-off, distribution of assets to stockholders other than ordinary cash dividends, exchange of shares, or other similar corporate change), or in recognition of changes to applicable laws, regulations, or accounting principles, to prevent unintended dilution or enlargement of the potential benefits of your Units. The Committee’s determinations in this regard will be conclusive.

2

     8. Timing of Payment.

     (a) To the extent applicable, this Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly. If Shares are to be paid to you, you will receive evidence of ownership of those Shares.

     (b) If payment is due and payable under Section 2(a), it will be made within thirty (30) days after your qualification for long-term disability benefits under a plan or arrangement offered by the Company or an Affiliate for its Employees.

     (c) If payment is due and payable under Section 2(b), it will be made upon your death.

     (d) If payment is due and payable under Section 2(f), it will be made six (6) months after the termination of your employment (or six (6) months after your “separation from service” under Code Section 409A, if that is a different date).

     (e) If payment is due and payable under Section 3(a), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days after the Change of Control. If payment is due and payable under Section 3(a), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(f).

     (f) If payment is due and payable under the Standard Settlement Terms and you have chosen to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate, payment will be made at the time determined under that plan. If payment is due and payable under the Standard Settlement Terms and you have not chosen to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate, payment will be made within thirty (30) days after the Period of Restriction for your Units expires.

     9. Closing Price. For purposes of this Agreement, Closing Price will mean the closing price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Shares are quoted at the relevant time), or in the event that there are no Share transactions reported on such tape or other system on the applicable date, the closing price on the immediately preceding date on which Share transactions were reported. Closing Price shall constitute “Fair Market Value” under the Plan for all purposes related to your Units.

     10. No Guarantee of Employment. This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate.

     11. Governing Law; Choice of Forum. This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any action otherwise regarding this Agreement must be brought in a court in the State of New York, to which jurisdiction the Company and you consent.

3

     12. Miscellaneous. For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan, and the word “Section” refers to a Section in this Agreement. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan. Any determination or interpretation by the Committee pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and the Company, and you and all Affiliates regarding your Units. No promises, terms, or agreements of any kind regarding your Units that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable. If you are an Employee of an Affiliate, your Units are being provided to you by the Company on behalf of that Affiliate, and the value of your Units will be considered a compensation obligation of that Affiliate. Your Units are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Units on account of any dividend paid on Shares. The issuance of Shares or payment of cash pursuant to your Units is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including the federal securities laws and any applicable state or foreign securities laws. Your Units are subject to the Company’s performance-based compensation recoupment policy (which currently covers only officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.

     13. Amendments. The Committee has the exclusive right to amend this Agreement as long as the amendment does not adversely affect any of your previously-granted Awards in any material way (without your written consent) and is otherwise consistent with the Plan. The Company will give written notice to you (or, in the event of your death, to your beneficiary or estate) of any amendment as promptly as practicable after its adoption.

     14. Agreement to Protect Corporate Property. If you have not previously executed an Agreement to Protect Corporate Property (“Property Agreement”), the grant of your Units is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement, and if you do not return a signed copy of the Property Agreement then this Agreement and the Units granted to you will be void. The Company may in its sole discretion allow an extension of time for you to return your signed Property Agreement.

     IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and you have executed this Agreement.

METLIFE, INC.		EMPLOYEE
By:	C. Robert Henrikson Name	[name]
	Chairman of the Board,
	President and Chief Executive Officer
	Title
	Signature	Signature
		Date:

4

EX-10.5

Exhibit 10.5

AMENDMENT NUMBER FOUR TO THE

METLIFE AUXILIARY PENSION PLAN

(As amended and restated effective January 1, 2008)

          The MetLife Auxiliary Pension Plan is hereby amended, effective January 1, 2010, as follows:

1. Part I Article 2, Section 2.2. is hereby deleted in its entirety. All references to Section 2.2 shall be changed to the past tense and the word “former” shall be inserted before the words “Section 2.2” where referenced in all other Sections and subsections of Part I of the Plan. As of January 1, 2010, no additional Participants can qualify under Section 2.2 of the Plan.

2. Part I, Article 4, Section 4.1 shall have a new subsection (e) added to read as follows:

“(e) PRA/PLS Benefit. “PRA/PLS Benefit” means a benefit that is either a Personal Retirement Account benefit or a Performance Pension Account benefit under the Retirement Plan. Likewise, any benefit referred to as a “non PRA/PLS Benefit” or “not a PRA/PLS Benefit” refers to benefits under the Retirement Plan that are not PRA/PLS Benefits.”

3. Part I, Article 4, Section 4.6, the first paragraph of the Section is hereby amended to read as follows:

“4.6 Only for an individual who was eligible under former Section 2.2 as of December 31, 2009, Final Average Compensation used to determine the largest amount that would have been payable under Article 4.2(a) above, will be based on the following rules, notwithstanding the actual provisions of the Retirement Plan.”

4. Part I, Article 4, Section 4.6 is hereby amended by adding a new subsection (c) immediately after (b) and before the final paragraph:

“(c) For eligible Participants who are not Commissioned Employees and who separate from service on or after January 1, 2010 the following provisions apply in lieu of (a) and (b) above:

(i)	Final Average Compensation will be calculated at separation from service in the same manner that Final Average Compensation is calculated under the Retirement Plan (hereinafter “Calculation #1”).
(ii)	Participants who have a vested accrued benefit under the Plan on December 31, 2009 will also have Final Average Compensation calculated under the provisions of subsections (a) and (b) above both as of December 31, 2009 (hereinafter “Calculation #2”) and at the time of separation from service (hereinafter “Calculation #3”).

All Participants will have Calculation #1 used to determine their Final Average Compensation. Participants who have a vested accrued benefit under the Plan on December 31, 2009 will not have Calculation #1 apply when Calculation #1 produces a lower accrued benefit than the accrued benefit on December 31, 2009 produced by using Calculation #2. In such case, the Participant’s accrued benefit will be the lesser of the accrued benefit determined as of December 31, 2009 using the Final Average Compensation under

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Calculation #2 as of December 31, 2009 or the accrued benefit using the Final Average Compensation under Calculation #3 at separation from service.”

5. Part I, Article 4A, Section 4A.6 is hereby amended to read as follows:

“4A.6 Valuation.

The actuarial, interest and any other assumptions or factors needed to calculate the value of an Alternative Benefit shall be determined and applied in the sole discretion of the Plan Administrator. In making such determinations the Plan Administrator shall take under advisement the terms of the Plan’s Election and Distribution Procedures as they existed at the time a Participant who has elected an Alternative Benefit separates from service.”

6. Part I, Article 4A, Section 4A.7 is hereby amended to read as follows:

     “4A.7. Interest on Deferred Installments

Benefit Eligible Participants who elect deferred installment payments under the terms of this Article 4A, shall receive interest from the date they separate from service to the date that the installment payments commence. Interest will be calculated based on the entire amount that the Participant has elected to receive as deferred installments under Article 4A. Interest will be credited using the SIP Rate in effect on the Participant’s separation date and will be compounded annually from the date of separation from service to the date payments commence. The interest accrued prior to payment commencement will be added to the accrued Plan benefit to produce a total benefit amount. This total benefit amount will be credited with the SIP Rate for the duration of the payment(s) and divided by the number of installment payments due under the Participant’s election to produce uniform payments under the Plan. This interest will be part of the Participant’s 409A Benefit and will be paid in accordance with 409A.”

          IN WITNESS WHEREOF, the Company has caused this Amendment to be adopted in its name and behalf this 16th day of December, 2009, by its officer thereunto duly authorized.

METROPOLITAN LIFE INSURANCE COMPANY
By:	/s/ Margery Brittain
	Margery Brittain, Plan Administrator

ATTEST:

/s/ Bonita Haskins

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