metlife proxy statement2007

MetLife, Inc.200 Park Avenue, New York, NY 10166

March 26, 2007

Dear Shareholder:

You are cordially invited to attend MetLife, Inc.’s 2007 Annual Meeting, which will be held on Tuesday,April 24, 2007 beginning at 10:30 a.m., Eastern Daylight Time, in the Versailles Room on the 2nd Floor of theSt. Regis Hotel, Two East 55th Street, New York, New York.

At the meeting, shareholders will act on the election of five Class II Directors, the ratification of theappointment of Deloitte & Touche LLPas MetLife, Inc.’s independent auditor for 2007, and such other mattersas may properly come before the meeting.

The vote of every shareholder is important. You can assure that your shares will be represented and voted atthe meeting by signing and returning the enclosed proxy card, or by voting on the Internet or by telephone. Ifyou choose to vote by mail, we have included a postage-paid, pre-addressed envelope to make it convenientfor you to do so. The proxy card also contains detailed instructions on how to vote on the Internet or bytelephone.

Sincerely yours,

C. Robert HenriksonChairman of the Board, Presidentand Chief Executive Officer

MetLife, Inc.200 Park Avenue

New York, NY 10166

Notice of Annual Meeting

The 2007 Annual Meeting of MetLife, Inc. will be held in the Versailles Room on the 2nd Floor of the St. RegisHotel, Two East 55th Street, New York, New York on Tuesday, April 24, 2007 at 10:30 a.m., Eastern DaylightTime. At the meeting, shareholders will act upon the following matters:

1. The election of five Class II Directors;

2. The ratification of the appointment of Deloitte & Touche LLP as MetLife, Inc.’s independentauditor for the fiscal year ending December 31, 2007; and

3. Such other matters as may properly come before the meeting.

Information about the matters to be acted upon at the meeting is contained in the accompanying ProxyStatement.

Holders of record of MetLife, Inc. common stock at the close of business on March 1, 2007 will be entitled tovote at the Annual Meeting.

By Order of the Board of Directors,

Gwenn L. CarrSenior Vice President and Secretary

New York, New YorkMarch 26, 2007

Table of Contents

Proxy Statement — 2007 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Information About the 2007 Annual Meeting and Proxy Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Information About Communications with the Company’s Directors. . . . . . . . . . . . . . . . . . . . . . . . . 5Proposal One — Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Proposal Two — Ratification of Appointment of the Independent Auditor . . . . . . . . . . . . . . . . . . . . 11Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Corporate Governance Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Information About the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Procedures for Reviewing Related Person Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Board Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Membership on Board Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21Compensation of Non-Management Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Codes of Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39Grants of Plan-Based Awards in 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44Outstanding Equity Awards at 2006 Fiscal Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46Option Exercises and Stock Vested in 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48Pension Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49Nonqualified Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52Potential Payments Upon Termination or Change-in-Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55Security Ownership of Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

Deferred Shares Not Beneficially Owned and Deferred Share Equivalents . . . . . . . . . . . . . . . . . . 61Section 16(a) Beneficial Ownership Reporting Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Security Ownership of Certain Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

Appendix A — Categorical Standards Regarding Director Independence . . . . . . . . . . . . . . . . . . . . . A-1

Proxy Statement — 2007 Annual Meeting

This Proxy Statement contains information aboutthe 2007 Annual Meeting of MetLife, Inc.(“MetLife” or the “Company”), which will beheld in the Versailles Room on the 2nd Floor ofthe St. Regis Hotel, Two East 55th Street, New York,New York on Tuesday, April 24, 2007 at 10:30 a.m.,Eastern Daylight Time.

This Proxy Statement and the accompanying proxycard, which are furnished in connection with thesolicitation of proxies by MetLife’s Board ofDirectors, are being mailed and made availableelectronically to shareholders on or aboutMarch 26, 2007.

Information About the 2007 Annual Meeting and Proxy Voting

Your vote is important.

Whether or not you plan to attend the 2007 AnnualMeeting, please take the time to vote your shares assoon as possible. If you wish to return yourcompleted proxy card by mail, the Company hasincluded a postage-paid, pre-addressed envelopefor your convenience. You may also vote yourshares on the Internet or by using a toll-freetelephone number (see the proxy card forcomplete instructions).

Matters to be voted on at the Annual Meeting.

MetLife intends to present the following twoproposals for shareholder consideration andvoting at the 2007 Annual Meeting:

1. The election of five nominees to serve asClass II Directors.

2. The ratification of the appointment of anindependent auditor to audit theCompany’s financial statements for thefiscal year ending December 31, 2007.

The Board recommends voting FOR theseproposals.

The Board of Directors did not receive any noticeprior to the deadline for submission of additionalbusiness that any other matters might be presentedfor a vote at the 2007 Annual Meeting. However, ifanother matter were to be presented, the proxies

would use their own judgment in deciding whetherto vote for or against it.

Holders of record of MetLife common stock areentitled to vote.

All holders of record of MetLife common stock atthe close of business on March 1, 2007 (the “recorddate”) are entitled to vote at the 2007 AnnualMeeting.

If you are the beneficial owner, but not the recordowner, of MetLife common stock, you will receiveinstructions about voting from the bank, broker orother nominee that is the shareholder of record ofyour shares. Contact your bank, broker or othernominee directly if you have questions.

Voting your shares.

• If you are a shareholder of record or a dulyappointed proxy of a shareholder of record,you may attend the 2007 Annual Meeting andvote in person. However, if your shares are heldin the name of a bank, broker or other nominee,and you wish to vote in person, you will have tocontact your bank, broker or other nominee toobtain its proxy. Bring that document with you tothe meeting.

• Shareholders of record may also vote their sharesby mail, on the Internet or by telephone. Votingon the Internet or by telephone will be availablethrough 11:59 p.m., Eastern Daylight Time, onApril 23, 2007.

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MetLife 2007 Proxy Statement

• Instructions about these ways to vote appear onyour proxy card. If you vote on the Internet or bytelephone, please have your proxy card availablefor reference when you vote.

• Votes submitted by mail, on the Internet or bytelephone will be voted by the individuals namedon the proxy card in the manner you indicate. Ifyou do not specify how your shares are to bevoted, the proxies will vote your shares FOR theelection of the five nominees for Class II Director(“Class II Nominees”) listed on pages 6 and 7 ofthis Proxy Statement and FOR the ratification ofthe appointment of Deloitte & Touche LLP asMetLife’s independent auditor for the fiscal yearending December 31, 2007.

Attending the 2007 Annual Meeting.

MetLife shareholders of record or their dulyappointed proxies are entitled to attend the 2007Annual Meeting. If you are a MetLife shareholder ofrecord and wish to attend the meeting, please soindicate on the proxy card or as prompted by thetelephone or Internet voting systems and anadmission card will be sent to you. On the day ofthe meeting, please bring your admission card withyou to present at the entrance to the VersaillesRoom on the 2nd Floor of the St. Regis Hotel,Two East 55th Street, New York, New York.

Beneficial owners also are entitled to attend themeeting; however, because the Company may nothave evidence that you are a beneficial owner, youwill need to bring proof of your ownership to beadmitted to the meeting. A recent statement orletter from your bank, broker or other nomineethat is the record owner confirming yourbeneficial ownership would be acceptable proof.

Changing or revoking your proxy after it issubmitted.

You may change your vote or revoke your proxy atany time before the polls close at the 2007 AnnualMeeting. You may do this by:

• signing another proxy card with a later date andreturning it so that it is received by MetLife, Inc.,c/o Mellon Investor Services, P.O. Box 3510,South Hackensack, NJ 07606-9210 prior to the2007 Annual Meeting;

• sending your notice of revocation so that it isreceived by MetLife, Inc., c/o Mellon Investor

Services, P.O. Box 3510, South Hackensack, NJ07606-9210 prior to the 2007 Annual Meeting orsending your notice of revocation to MetLife viathe Internet at http://www.proxyvoting.com/metno later than 11:59 p.m., Eastern Daylight Time,on April 23, 2007;

• subsequently voting on the Internet or bytelephone no later than 11:59 p.m., EasternDaylight Time, on April 23, 2007; or

• attending the 2007 Annual Meeting and voting inperson.

Remember, your changed vote or revocation mustbe received before the polls close for voting.

Voting by MetLife employees who have investedin the Savings and Investment Plan for MetLifeEmployees.

Mellon Bank, N.A., as Trustee of the Savings andInvestment Plan for Employees of Metropolitan Lifeand Participating Affiliates Trust, will vote theMetLife shares in the Plan in accordance with thevoting instructions given by Plan participants to theTrustee. Instructions on voting appear on the votinginstruction form distributed to Plan participants.The Trustee must receive the voting instructionsof a Plan Participant no later than 5:59 p.m.,Eastern Daylight Time, on April 20, 2007 to votein accordance with the instructions. The Trusteewill generally vote the Plan shares for which it doesnot receive voting instructions in the sameproportion as the shares for which it does receivevoting instructions.

Voting of shares held in the MetLife PolicyholderTrust.

The policyholders who are beneficiaries of theMetLife Policyholder Trust may directWilmington Trust Company, as Trustee, to votetheir shares held in the Trust on certain mattersthat are identified in the Trust Agreement governingthe Trust, including approval of mergers andcontested directors’ elections. On all othermatters, which would include the two proposalsdescribed in this Proxy Statement that are to bevoted on at the 2007 Annual Meeting, theTrust Agreement directs the Trustee to vote theshares held in the Trust as recommended ordirected by the Company’s Board of Directors.

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Shares of MetLife common stock outstanding andentitled to vote at the 2007 Annual Meeting.

There were 754,990,184 shares of MetLifecommon stock outstanding as of the March 1,2007 record date. Each of those shares is entitledto one vote on each matter to be voted on at the2007 Annual Meeting.

Quorum.

To conduct business at the 2007 Annual Meeting, aquorum must be present. A quorum will be presentif shareholders of record of one-third or more of theshares of MetLife common stock entitled to vote atthe meeting are present in person or are representedby proxies.

Vote required to elect Directors and to approveother proposals.

If a quorum is present at the meeting, a plurality ofthe shares voting will be sufficient under DelawareCorporation Law to elect the Class II Nominees. Thismeans that the Class II Nominees who receive thelargest number of votes cast are elected as Directors,up to the maximum number of Directors to beelected at the meeting. However, the Board hasestablished a majority voting standard in Directorelections, which is described below.

In addition, subject to exceptions set forth in theCompany’s Certificate of Incorporation, a majorityof the shares voting will be sufficient to approve anyother matter properly brought before the meeting,including the ratification of the appointment ofDeloitte & Touche LLP as MetLife’s independentauditor.

Majority voting standard in Director elections.

The Company’s By-Laws provide that in anuncontested election, such as the election of theClass II Directors at the 2007 Annual Meeting, anyincumbent Director who is a nominee for electionas Director who receives a greater number of votes“withheld” from his or her election than votes “for”his or her election will promptly tender his or herresignation. The Governance Committee of theBoard will promptly consider the offer to resignand recommend to the Board whether to accept orreject it. The Board of Directors will decide within90 days following certification of the shareholder

vote whether to accept or reject the tenderedresignation. The Board’s decision and, ifapplicable, the reasons for rejecting the tenderedresignation, will be disclosed in a Current Report onForm 8-K filed with the Securities and ExchangeCommission (the “SEC”).

Tabulation of abstentions and broker non-votes.

If a shareholder abstains from voting as to aparticular matter, the shareholder’s shares will notbe counted as voting for or against that matter. Ifbrokers or other record holders of shares return aproxy card indicating that they do not havediscretionary authority to vote as to a particularmatter (“broker non-votes”), those shares will notbe counted as voting for or against that matter.Accordingly, abstentions and broker non-voteswill have no effect on the outcome of a vote.

Abstentions and broker non-votes will be countedto determine whether a quorum is present.

Inspector of Election and confidential voting.

The Board of Directors has appointed Lawrence E.Dennedy, Senior Vice President, MacKenziePartners, Inc., to act as Inspector of Election atthe 2007 Annual Meeting. The Company’s By-Laws provide for confidential voting.

Directors’ attendance at annual meetings.

Directors are expected to attend annual meetings ofshareholders, and all 15 Directors then serving onthe Board attended the 2006 Annual Meeting.

Cost of soliciting proxies for the 2007 AnnualMeeting.

The Company has retained Mellon InvestorServices to assist with the solicitation of proxiesfrom the Company’s shareholders of record. Forthese services, the Company will pay MellonInvestor Services a fee of approximately $8,500,plus expenses. The Company also will reimbursebanks, brokers or other nominees for their costs ofsending the Company’s proxy materials tobeneficial owners. Directors, officers or otherMetLife employees also may solicit proxies fromshareholders in person, or by telephone, facsimiletransmission or other electronic means ofcommunication, but will not receive anyadditional compensation for such services.

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Other Information

Shareholder proposals — deadline for submission ofshareholder proposals for the 2008 Annual Meeting.Rule 14a-8 of the Securities Exchange Act of 1934,as amended (the “Exchange Act”), establishes theeligibility requirements and the procedures thatmust be followed for a shareholder’s proposal tobe included in a public company’s proxy materials.Under the Rule, proposals submitted for inclusionin MetLife’s 2008 proxy materials must be receivedby MetLife, Inc. at One MetLife Plaza, 27-01Queens Plaza North, Long Island City, NY11101-4007, Attention: Corporate Secretary, onor before the close of business on November 27,2007. Proposals must comply with all therequirements of Rule 14a-8.A shareholder who wishes to present a matter foraction at MetLife’s 2008 Annual Meeting, butchooses not to do so under Rule 14a-8 under theExchange Act, must deliver to the CorporateSecretary of MetLife on or before December 26,2007, a notice containing the information requiredby the advance notice and other provisions of theCompany’s By-Laws. A copy of the By-Laws may beobtained by directing a written request to MetLife,Inc., One MetLife Plaza, 27-01 Queens PlazaNorth, Long Island City, NY 11101-4007,Attention: Corporate Secretary.

Where to find the voting results of the 2007Annual Meeting.

The preliminary voting results will be announced atthe 2007 Annual Meeting. The final voting resultswill be published in the Company’s QuarterlyReport on Form 10-Q for the quarter endedJune 30, 2007.

Electronic delivery and Internet availability ofthe Proxy Statement and Annual Report toShareholders.

This Proxy Statement and MetLife’s 2006 AnnualReport to Shareholders may be viewed online athttp://investor.metlife.com. If you are a shareholderof record, you may elect to receive future annualreports and proxy statements electronically byconsenting to electronic delivery online at

https://vault.melloninvestor.com/isd. If you chooseto receive your proxy materials electronically,your choice will remain in effect until you notifyMetLife that you wish to discontinue electronicdelivery of these documents. You may provideyour notice to MetLife via the Internet athttps://vault.melloninvestor.com/isd or by writingto MetLife, Inc., c/o Mellon Investor Services, P.O.Box 3510, South Hackensack, NJ 07606-9210. In theUnited States, you also may provide such notice bycalling toll free 1-800-649-3593.

If you hold your MetLife shares through a bank,broker or other holder of record, refer to theinformation provided by that entity forinstructions on how to elect this option.

In accordance with rules adopted by the SEC inDecember 2006, the Company may elect to furnishproxy materials to shareholders for the 2008Annual Meeting by posting its materials on apublicly accessible Internet website andproviding shareholders with a notice informingthem that the materials are available andexplaining how to access those materials. If theCompany elects to furnish proxy materials in thismanner, shareholders would be entitled to request acopy of the proxy materials in paper or by e-mail, atno charge, in accordance with the rules.

Principal executive offices.

The principal executive offices of MetLife arelocated at 200 Park Avenue, New York, NY 10166.

MetLife’s Annual Report on Form 10-K.

To obtain without charge a copy of the Company’sAnnual Report on Form 10-K for the fiscal yearended December 31, 2006, address your requestto MetLife Investor Relations, MetLife, Inc., OneMetLife Plaza, 27-01 Queens Plaza North, LongIsland City, New York 11101-4007 or, on theInternet, go to http://investor.metlife.com andsubmit your request by selecting “InformationRequests,” or call 1-800-649-3593. The AnnualReport on Form 10-K may also be accessed athttp://investor.metlife.com and at the SEC’swebsite at http://www.sec.gov.

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Information About Communications with the Company’s Directors

The following chart describes the procedures to send communications to the Company’s Board of Directors,the Non-Management Directors (as defined on page 13) and the Audit Committee.

Security Holder Communications to the Board ofDirectors.Communications from security holders to individualDirectors or to the Board of Directors may be submittedby writing to the address set forth to the right.

The communication should state that it is from a MetLifesecurity holder. The Corporate Secretary of MetLife mayrequire reasonable evidence that the communication orother submission is, in fact, from a MetLife securityholder before transmitting it to the Board of Directors.

The Board of DirectorsMetLife, Inc.One MetLife Plaza27-01 Queens Plaza NorthLong Island City, NY 11101-4007

Attention: Corporate Secretary

Communications to the Non-Management Directors.Communications to the Non-Management Directors maybe submitted by writing to the address set forth to theright.

The Non-Management DirectorsMetLife, Inc.One MetLife Plaza27-01 Queens Plaza NorthLong Island City, NY 11101-4007


Communications Directly to the Audit Committee.Communications to the Audit Committee regardingaccounting, internal accounting controls or auditingmatters may be submitted:

• by sending a written communication to the addressset forth to the right, or

• by stating the communication in a call to theMetLife Compliance and Fraud Hotline (1-800-462-6565) and identifying the communication asintended for the Audit Committee, or

• by sending the communication in an e-mailmessage to the Company’s Special InvestigationUnit at [email protected] and identifying thecommunication as intended for the AuditCommittee.

Audit CommitteeMetLife, Inc.One MetLife Plaza27-01 Queens Plaza NorthLong Island City, NY 11101-4007


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Proposal One — Election of Directors

At the 2007 Annual Meeting, five Class II Directorswill be elected for a term ending at the Company’s2010 Annual Meeting. If elected, Charles M.Leighton, a Class II Nominee, will retire from theBoard effective as of the 2008 Annual Meeting, inaccordance with the Board’s retirement policy (seepage 24 for a discussion of the Board’s retirementpolicy). For additional information about the classesof Directors, see “Information About the Board ofDirectors — Responsibilities, Independence andComposition of the Board of Directors” beginningon page 13.

Each Class II Nominee is currently serving as aDirector of MetLife and has agreed to continue toserve if elected. The Board of Directors has noreason to believe that any Nominee would beunable to serve if elected; however, if for anyreason a Nominee should become unable toserve at or before the 2007 Annual Meeting, theBoard could reduce the size of the Board ornominate someone else for election. If the Boardwere to nominate someone else to stand forelection at the 2007 Annual Meeting, the proxiescould use their discretion to vote for that person.

Curtis H. Barnette and Harry P. Kamen, each aClass II Director, will retire from the Board ofDirectors effective as of the 2007 AnnualMeeting and are not standing for election. As aresult, the size of the Board has been reduced to 14members effective as of the 2007 Annual Meeting.

The Board of Directors recommends that youvote FOR the election of each of the followingClass II Nominees:

Burton A. Dole, Jr., age 69, is Chairman of Dole/Neal, LLC, a privately-held energy managementfirm. Mr. Dole was a Partner and Chief ExecutiveOfficer of MedSouth Therapies, LLC, arehabilitative health care company, from 2001 to2003, and was Chairman of the Board of NellcorPuritan Bennett, Incorporated, a medicalequipment company, from 1995 until hisretirement in 1997. He was Chairman of theBoard, President and Chief Executive Officer of

Puritan Bennett, Incorporated from 1986 to 1995.Mr. Dole served as Chairman of the Board ofDirectors of the Kansas City Federal ReserveBank and Federal Reserve Agent from 1992through 1994. Mr. Dole was a Director of NewEngland Mutual Life Insurance Company from1994 to 1996, before it was acquired byMetropolitan Life Insurance Company. He servedas Chairman of the Conference of Chairmen of theFederal Reserve System in 1994. He received both abachelor’s degree in mechanical engineering and amaster’s degree in business administration fromStanford University. Mr. Dole has been a Directorof MetLife since August 1999 and a Director ofMetropolitan Life Insurance Company since 1996.

R. Glenn Hubbard, Ph.D., age 48, has been theDean of the Graduate School of Business atColumbia University since 2004 and the RussellL. Carson Professor of Finance and Economicssince 1994. Dr. Hubbard has been a professor ofthe Graduate School of Business at ColumbiaUniversity since 1988. He is also a visitingscholar and Director of the Tax Policy Programfor the American Enterprise Institute, and was amember of the Panel of Economic Advisers for theCongressional Budget Office from 2004 to 2006.From 2001 to 2003, Dr. Hubbard served asChairman of the U.S. Council of EconomicAdvisers and as Chairman of the Economic PolicyCommittee of the Organization for EconomicCooperation and Development. Dr. Hubbard is amember of the Board of Directors of AutomaticData Processing, Inc., BlackRock Closed-EndFunds, Capmark Financial Corporation, DukeRealty Corporation, KKR Financial Corporationand Ripplewood Holdings. He is also a Trustee ofthe Economic Club of New York, Tax Foundationand Fifth Avenue Presbyterian Church, New York,and a member of the Advisory Board of theNational Center on Addiction and SubstanceAbuse. Dr. Hubbard holds a Ph.D. and master’sdegree in economics from Harvard University, anda bachelor of arts degree and a bachelor of sciencesdegree from the University of Central Florida. He

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has been a Director of MetLife and MetropolitanLife Insurance Company since February 2007.

James M. Kilts, age 59, has been Founding Partner,Centerview Partners Management, LLC, a financialadvisory firm, since October 2006. He had beenVice Chairman of the Board of The Procter &Gamble Company from October 2005, followingthe merger of The Gillette Company with Procter &Gamble, until October 2006. Previously and, untilOctober 2005, he had served as Chairman of theBoard, Chief Executive Officer and President ofGillette since January 2001, February 2001 andNovember 2003, respectively. Prior to joiningGillette, Mr. Kilts was President and ChiefExecutive Officer of Nabisco Group HoldingsCorp. from December 1999 until it was acquiredin December 2000 by Philip Morris CompaniesInc., now Altria Group Inc. He was President andChief Executive Officer of Nabisco Holdings Corp.and Nabisco Inc. from January 1998 to December1999. Before that, he was an Executive VicePresident, Worldwide Food, Philip Morris, from1994 to 1997 and served as President of KraftUSA from 1989 to 1994. Previously, he served asPresident of Kraft Limited in Canada and as SeniorVice President of Kraft International. Mr. Kilts beganhis business career with General Foods Corporationin 1970. Mr. Kilts is a member of the Board ofDirectors of The New York Times Company andMeadWestvaco Corporation, and a member of theSupervisory Board of the Nielsen Company, aleading global and information media company.He also serves on the Board of the AmericanInstitute of Contemporary German Studies. Agraduate of Knox College, Mr. Kilts serves on theCollege’s Board of Trustees, is Chairman of theAdvisory Council of the University of ChicagoGraduate School of Business and is a Trustee ofthe University of Chicago. He previously wasChairman of the Grocery Manufacturers ofAmerica. Mr. Kilts has been a Director of MetLifeand Metropolitan Life Insurance Company since2005.

Charles M. Leighton, age 71, is Executive Director,US SAILING. He was Chairman of the Board andChief Executive Officer of the CML Group, Inc., aspecialty retail company, from 1969 until hisretirement in March 1998. Mr. Leighton is aTrustee of Lahey Clinic. Mr. Leighton received a

bachelor’s degree and an honorary law degree fromBowdoin College and a master’s degree in businessadministration from Harvard Business School. Hehas been a Director of MetLife since 1999 and aDirector of Metropolitan Life Insurance Companysince 1996.

David Satcher, M.D., Ph.D., age 66, is the Directorof the Center of Excellence on Health Disparity atthe Morehouse School of Medicine (MSM), wherehe also occupies the Poussaint-Satcher-Cosby Chairin Mental Health. From December 2004 to July2006, Dr. Satcher served as the President of MSM.From September 2002 to December 2004,Dr. Satcher was the Director of the NationalCenter for Primary Care at MSM. Dr. Satchercompleted his four-year term as the 16th SurgeonGeneral of the United States in February 2002, afterwhich he served as a Senior Visiting Fellow with theKaiser Family Foundation until he assumed the postof Director of the National Center for Primary Care.Dr. Satcher served as the U.S. Assistant Secretary forHealth from 1998 to January 2001, and from 1993to 1998, he was the Director of the Centers forDisease Control and Prevention and theadministrator of the Agency for Toxic Substancesand Disease Registry. Dr. Satcher is a member of theBoard of Directors of Johnson & Johnson and theKaiser Family Foundation and is Co-Chair of the AdCouncil’s Advisory Committee on Public Issues.Dr. Satcher has been a Director of MetLife andMetropolitan Life Insurance Company sinceFebruary 2007.

The following Class II Directors are continuing inoffice until the 2007 Annual Meeting:

Curtis H. Barnette, age 72, has been Of Counsel tothe law firm of Skadden, Arps, Slate, Meagher &Flom LLP since 2000. He is also Chairman Emeritusof Bethlehem Steel Corporation and was a Directorand its Chairman and Chief Executive Officer fromNovember 1992 through April 2000. Mr. Barnette isa former Director of Owens Corning, and a formermember of the Norfolk Southern Advisory Board.He is a member and former Chair of the Board ofGovernors of West Virginia University, a Directorand former Chair of the West Virginia UniversityFoundation, Chair of the Yale Law SchoolFund Board, a Director of the Ron Brown Awardfor Corporate Leadership Board, a Director of thePennsylvania Parks and Forests Foundation, Chair

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and Director of the National Museum of IndustrialHistory and Comenius Professor and Executive inResidence at Moravian College, of which he is alsoa Trustee. Mr. Barnette served on the President’sTrade Advisory Committee from 1989 to 2002 andis a Director of the National Center for State Courtsand the Pennsylvania Society. Mr. Barnette also wasa member of The Business Council. Mr. Barnettereceived a bachelor’s degree from West VirginiaUniversity and a law degree from Yale Law School.He also attended the Advanced ManagementProgram at Harvard Business School andManchester University where he was a FulbrightScholar. He has been a Director of MetLife since1999 and a Director of Metropolitan Life InsuranceCompany since 1994.

Harry P. Kamen, age 73, was Chairman of theBoard and Chief Executive Officer ofMetropolitan Life Insurance Company from April1993 until his retirement in July 1998 and, inaddition, was its President from December 1995to November 1997. Mr. Kamen began his career atMetropolitan Life Insurance Company in 1959. Heis a Trustee of the Granum Series Trust Fund and theCultural Institutions Retirement System. Mr. Kamenis a former director of Banco Santander CentralHispano SA (Spain), Bethlehem Steel Corporationand Pfizer Inc. He is a Director of the New YorkBotanical Garden and the Chamber Music Societyof Lincoln Center and a member of the Board ofAdvisors of the Mailman School of Public Health atColumbia University. In addition, he is an HonoraryTrustee of Smith College and The AmericanMuseum of Natural History. Mr. Kamen receiveda bachelor’s degree from the University ofPennsylvania and a law degree from HarvardLaw School and attended the Senior ExecutiveProgram at M.I.T. He has been a Director ofMetLife since 1999 and a Director ofMetropolitan Life Insurance Company since 1992.

The following Class III Directors are continuing inoffice until the 2008 Annual Meeting:

Sylvia Mathews Burwell, age 41, is President of theGlobal Development Program at The Bill andMelinda Gates Foundation. Ms. Burwell joinedthe Foundation in 2001 as Executive VicePresident and served as its Chief OperatingOfficer and Executive Director from 2002 toApril 2006. Prior to joining the Foundation, she

served as Deputy Director of the Office ofManagement and Budget in Washington, D.C.from 1998. Ms. Burwell served as Deputy Chiefof Staff to President Bill Clinton from 1997 to 1998,and was Chief of Staff to Treasury Secretary RobertRubin from 1995 to 1997. She also served as StaffDirector for the National Economic Council from1993 to 1995. Ms. Burwell was Manager ofPresident Clinton’s economic transition team.Prior to that, she was an Associate at McKinseyand Company from 1990 through 1992. She is aChairman’s Advisory Council Member of theCouncil on Foreign Relations, and a member ofthe Pacific Council on International Policy, theAspen Strategy Group and the Nike FoundationAdvisory Group. In addition, Ms. Burwell is aGoverning Council Member of the Miller Centerof Public Affairs at the University of Virginia.Ms. Burwell received a bachelor’s degree ingovernment, cum laude, from Harvard Universityin 1987 and a bachelor’s degree in philosophy,politics and economics from Oxford University,where she was a Rhodes Scholar. Ms. Burwellhas been a Director of MetLife and MetropolitanLife Insurance Company since 2004.

Cheryl W. Grisé, age 54, has served as ExecutiveVice President of Northeast Utilities, a public utilityholding company, since December 2005, ChiefExecutive Officer of its principal operatingsubsidiaries from September 2002 to January2007, President of the Utility Group of NortheastUtilities Service Company from May 2001 toJanuary 2007, President of the Utility Group ofNortheast Utilities from May 2001 to December2005, and Senior Vice President, Secretary andGeneral Counsel of Northeast Utilities from 1998to 2001. Ms. Grisé will retire from NortheastUtilities at the end of the second quarter of 2007.Ms. Grisé is a Director of Dana Corporation. Shealso serves on the Boards of the MetroHartfordAlliance, Greater Hartford Arts Council,University of Connecticut Foundation, BusinessCouncil of Fairfield County, the New EnglandCouncil and the American Gas Association. Shereceived a bachelor of arts degree from theUniversity of North Carolina at Chapel Hill and alaw degree from Thomas Jefferson School of Law,and has completed the Yale Executive ManagementProgram. Ms. Grisé has been a Director of MetLife

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and Metropolitan Life Insurance Company since2004.

James R. Houghton, age 70, has been Chairman ofthe Board of Corning Incorporated, a globaltechnology company, since 2002 and was itsChief Executive Officer from April 2002 to April2005. He also served as Chairman and ChiefExecutive Officer of Corning from 1983 to 1996,Chairman of the Board Emeritus of Corning from1996 to June 2000 and Non-Executive Chairman ofthe Board of Corning from June 2000 to April 2002.Mr. Houghton is also a Director of ExxonMobilCorporation and Market Street Trust Company.Mr. Houghton is a Trustee of the MetropolitanMuseum of Art, the Morgan Library and Museum,Hospital for Special Surgery and the CorningFoundation, and is a Fellow of the HarvardCorporation. He graduated from Harvard Collegeand received a master’s degree from HarvardBusiness School. Mr. Houghton has been aDirector of MetLife since 1999 and a Director ofMetropolitan Life Insurance Company since 1975.

Helene L. Kaplan, age 73, has been Of Counsel tothe law firm of Skadden, Arps, Slate, Meagher &Flom LLP since 1990. She is a former Director ofJ.P. Morgan Chase & Co., ExxonMobil Corporation,The May Department Stores and VerizonCommunications, Inc. Mrs. Kaplan is a Member(and former Director) of the Council on ForeignRelations. She is serving her second term as Chair ofCarnegie Corporation of New York, and is a Trusteeand Vice-Chair of The American Museum ofNatural History. She is Trustee Emerita and ChairEmerita of Barnard College and Trustee Emerita ofThe J. Paul Getty Trust and The Institute forAdvanced Study. Mrs. Kaplan is a Fellow of theAmerican Philosophical Society and a Member ofthe American Academy of Arts and Sciences.Mrs. Kaplan received a bachelor’s degree, cumlaude, from Barnard College and a law degreefrom New York University Law School. She is therecipient of many honors, including honorarydegrees from Columbia University and MountSinai School of Medicine. Mrs. Kaplan has beena Director of MetLife since 1999 and a Director ofMetropolitan Life Insurance Company since 1987.

William C. Steere, Jr., age 70, was Chairman of theBoard and Chief Executive Officer of Pfizer Inc., aresearch-based global pharmaceutical company,

from 1992 until his retirement in May 2001.Mr. Steere is a Director of Pfizer Inc. and HealthManagement Associates, Inc. and is a Director ofthe Naples Philharmonic Center for the Arts.Mr. Steere received a bachelor’s degree fromStanford University. He has been a Director ofMetLife since 1999 and a Director ofMetropolitan Life Insurance Company since1997. Mr. Steere was appointed as Lead Directorof MetLife’s Board of Directors on January 18,2006.

The following Class I Directors are continuing inoffice until the 2009 Annual Meeting:

C. Robert Henrikson, age 59, has been Chairman,President and Chief Executive Officer of MetLifeand Metropolitan Life Insurance Company sinceApril 25, 2006. Previously, he was President andChief Executive Officer of MetLife andMetropolitan Life Insurance Company fromMarch 1, 2006, President and Chief OperatingOfficer of the Company from June 2004, andPresident of its U.S. Insurance and FinancialServices businesses from July 2002 to June 2004.He served as President of Institutional Business ofMetLife from September 1999 to July 2002 andPresident of Institutional Business of MetropolitanLife Insurance Company from May 1999 to June2002. During his more than 30-year career withMetLife, Mr. Henrikson has held a number of seniorpositions in the Company’s Individual, Group andPension businesses. Mr. Henrikson is a Director ofthe American Council of Life Insurers, a DirectorEmeritus of the American Benefits Council,Chairman of the Board of the Wharton School’sS.S. Huebner Foundation for Insurance Education,a member of the Financial Services Forum and aTrustee of the American Museum of NaturalHistory. He also serves on the National Board ofAdvisors at the Morehouse School of Medicine andthe Board of Directors of The New YorkPhilharmonic and The New York BotanicalGarden. Mr. Henrikson received a bachelor’sdegree from the University of Pennsylvania and alaw degree from Emory University School of Law. Inaddition, he is a graduate of the Wharton School’sAdvanced Management Program. He has been aDirector of MetLife since April 26, 2005 and aDirector of Metropolitan Life Insurance Companysince June 1, 2005.

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John M. Keane, age 64, is the co-founder and SeniorManaging Director of Keane Advisors, LLC, aprivate equity investment and consulting firm,President of GSI, LLC, an independent consultingfirm, Senior Advisor to Kohlberg, Kravis, Robertsand Co., a private equity firm specializing inmanagement buyouts, and an Advisor to theChairman and Chief Executive Officer ofURS Corporation, a global engineering designfirm. General Keane served in the U.S. Army for37 years. He was Vice Chief of Staff and ChiefOperating Officer of the Army from 1999 untilhis retirement in October 2003. He is a Directorof General Dynamics Corporation. He also is amilitary contributor and analyst with ABC Newsand is a member of the United States Department ofDefense Policy Board. He also serves on the Boardsof the Knollwood Foundation, the PentagonMemorial Fund, the Army Heritage Foundation,the George C. Marshall Foundation and the TerryC. Maude Foundation. General Keane received abachelor’s degree in accounting from FordhamUniversity and a master’s degree in philosophyfrom Western Kentucky University. GeneralKeane has received honorary doctorate degreesin law and public service from FordhamUniversity and Eastern Kentucky University,respectively. General Keane has been a Directorof MetLife and Metropolitan Life InsuranceCompany since 2003.

Hugh B. Price, age 65, has been a Senior Fellow atthe Brookings Institution since February 2006.Previously, he was a Senior Advisor to the lawfirm of DLA Piper Rudnick Gray Cary US LLPfrom September 2003 until September 2005 and

served as President and Chief Executive Officer ofthe National Urban League, Inc. from 1994 to April2003. Mr. Price is a Director of VerizonCommunications, Inc. He is a Trustee of theMayo Clinic and the Committee for EconomicDevelopment, and a director of the Jacob BurnsFilm Center. Mr. Price received a bachelor’s degreefrom Amherst College and received a law degreefrom Yale Law School. He has been a Director ofMetLife since 1999 and a Director of MetropolitanLife Insurance Company since 1994.

Kenton J. Sicchitano, age 62, was a GlobalManaging Partner of PricewaterhouseCoopersLLP, an assurance, tax and advisory servicescompany, until his retirement in June 2001.Mr. Sicchitano joined Price Waterhouse LLP, apredecessor firm of PricewaterhouseCoopers LLP,in 1970, and after becoming a partner in 1979, heldvarious leadership positions within the firm until heretired in 2001. He is a Director of PerkinElmer, Inc.and Analog Devices, Inc. At various times from1986 to 1995, he served as a Director and/or officerof a number of not-for-profit organizations,including as President of the Harvard BusinessSchool Association of Boston, Director of theHarvard Alumni Association and the HarvardBusiness School Alumni Association, Directorand Chair of the Finance Committee of NewEngland Deaconess Hospital and a Trustee of theNew England Aquarium. Mr. Sicchitano received abachelor’s degree from Harvard College and amaster’s degree in business administration fromHarvard Business School. Mr. Sicchitano hasbeen a Director of MetLife and MetropolitanInsurance Company since 2003.

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Proposal Two — Ratification of Appointment of the Independent Auditor

The Board of Directors recommends that you voteto ratify the appointment of Deloitte & Touche LLPas MetLife’s independent auditor for the fiscal yearending December 31, 2007.

The Audit Committee, which is solely responsiblefor appointing the independent auditor of theCompany, subject to shareholder ratification, hasappointed Deloitte & Touche LLP (“Deloitte”) asthe Company’s independent auditor for the fiscalyear ending December 31, 2007. Deloitte hasserved as independent auditor of MetLife andMetropolitan Life Insurance Company and mostof its subsidiaries for many years, and its longterm knowledge of the MetLife group ofcompanies has enabled it to carry out its auditsof the Company’s financial statements witheffectiveness and efficiency. The Board ofDirectors has endorsed the appointment ofDeloitte as MetLife’s independent auditor for2007, subject to ratification by MetLifeshareholders at the 2007 Annual Meeting.

In considering Deloitte’s appointment, the AuditCommittee reviewed the firm’s relevantqualifications and competencies, including thatDeloitte is a registered public accounting firmwith the Public Company Accounting OversightBoard (United States) (“PCAOB”) as required bythe Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the Rules of the PCAOB, Deloitte’sindependence and its processes for maintaining itsindependence, the results of the independentreview of its quality control system, the keymembers of the engagement team for the audit ofthe Company’s financial statements, the firm’sapproach to resolving significant accounting andauditing matters including consultation with thefirm’s national office, as well as its reputation forintegrity and competence in the fields ofaccounting and auditing. The Audit Committeeassures the regular rotation of the auditengagement team partners as required by law.

The Audit Committee approves Deloitte’s audit andnon-audit services in advance as required under

Sarbanes-Oxley and SEC rules. Under proceduresadopted by the Audit Committee, the AuditCommittee reviews, on an annual basis, aschedule of particular audit services that theCompany expects to be performed in the nextfiscal year and an estimated amount of fees foreach particular audit service. The AuditCommittee also reviews a schedule of audit-related, tax and other permitted non-auditservices that the Company may engage theindependent auditor to perform during the nextfiscal year and an estimated amount of fees foreach of those services, as well as information onpre-approved services provided by the independentauditor in the current year.

Based on this information, the Audit Committeepre-approves the audit services that the Companyexpects to be performed by the independentauditor in connection with the audit of theCompany’s financial statements for the next fiscalyear, and the audit-related, tax and other permittednon-audit services that management may desire toengage the independent auditor to perform duringthe next fiscal year. In addition, the AuditCommittee approves the terms of the engagementletter to be entered into by the Company with theindependent auditor.

If, during the course of the year, the audit, audit-related, tax and other permitted non-audit feesexceed the previous estimates provided to theAudit Committee, the Audit Committeedetermines whether or not to approve theadditional fees. The Audit Committee or adesignated member of the Audit Committee towhom authority has been delegated may, fromtime to time, pre-approve additional audit andnon-audit services to be performed by theCompany’s independent auditor.

Representatives of Deloitte will attend the 2007Annual Meeting. They will have an opportunityto make a statement if they desire to do so, andthey will be available to respond to appropriatequestions.

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All of the fees set forth below have been pre-approved by the Audit Committee in accordance with its pre-approval procedures.

Independent Auditor’s Fees for 2006 and 2005(1)2006 2005

Audit Fees(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $44.5 million $46.6 millionAudit-Related Fees(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.0 million 10.8 millionTax Fees(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9 million 1.9 millionAll Other Fees(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2 million 0.2 million

(1) The fees shown in the table include fees billed to Reinsurance Group of America, Incorporated, a publiclytraded company and majority-owned subsidiary of MetLife, Inc. Such fees in fiscal years 2005 and 2006were approved by the Audit Committee of MetLife, Inc. The table also includes fees for audit servicesDeloitte provided to the Travelers Life and Annuity businesses that were acquired from Citigroup Inc. onJuly 1, 2005 (the “Travelers Entities”) following the Company’s acquisition of the Travelers Entities.

(2) Fees for services to perform an audit or review in accordance with auditing standards of the PCAOB andservices that generally only the Company’s independent auditor can reasonably provide, such as comfortletters, statutory audits, attest services, consents and assistance with and review of documents filed withthe SEC.

(3) Fees for assurance and related services that are traditionally performed by the Company’s independentauditor, such as audit and related services for employee benefit plan audits, due diligence related tomergers and acquisitions (including related to the acquisition of the Travelers Entities), accountingconsultations and audits in connection with proposed or consummated acquisitions (including related tothe acquisition of the Travelers Entities), internal control reviews, attest services not required by statute orregulation, and consultation concerning financial accounting and reporting standards.

(4) Fees for tax compliance, consultation and planning services. Tax compliance generally involvespreparation of original and amended tax returns, claims for refunds and tax payment planningservices. Tax consultation and tax planning encompass a diverse range of services, includingassistance in connection with tax audits and filing appeals, tax advice related to mergers andacquisitions, advice related to employee benefit plans and requests for rulings or technical advicefrom taxing authorities.

(5) De minimis fees for other types of permitted services.

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Corporate Governance

Corporate Governance Guidelines.

The Board of Directors has adopted CorporateGovernance Guidelines that set forth the Board’spolicies regarding Director independence, thequalifications of Directors, the identification ofcandidates for Board positions, the responsibilitiesof Directors, the Committees of the Board,management succession, Director access tomanagement and outside advisors, and Directorcompensation. The Guidelines also address theappointment of a Lead Director by theIndependent Directors (as defined below), and theBoard’s majority voting standard in uncontestedDirector elections, which is also reflected in theCompany’s By-Laws. A printable version of theCorporate Governance Guidelines may be foundon MetLife’s website at http://www.metlife.com/corporategovernance. A copy of the CorporateGovernance Guidelines also may be obtained byany shareholder by submitting a written request toMetLife, Inc., One MetLife Plaza, 27-01 QueensPlaza North, Long Island City, NY 11101-4007,Attention: Corporate Secretary.

Information About the Board of Directors.

Responsibilities, Independence and Compositionof the Board of Directors. The Directors ofMetLife are individuals upon whose judgment,initiative and efforts the success and long-termvalue of the Company depend. As a Board, theseindividuals review MetLife’s business policies andstrategies and oversee the management of theCompany’s businesses by the Chief ExecutiveOfficer and the other executive officers. TheBoard currently consists of 16 Directors, 15 ofwhom are both Non-Management Directors andIndependent Directors. Effective as of the 2007Annual Meeting, the size of the Board has beenreduced to 14 members, 13 of whom are both Non-Management Directors and Independent Directors.A “Non-Management Director” is a Director whois not an officer of the Company or of any entity in aconsolidated group with the Company. An“Independent Director” is a Non-Management

Director who the Board of Directors hasaffirmatively determined has no materialrelationships with the Company or any of itsconsolidated subsidiaries and is independentwithin the meaning of the New York StockExchange Inc.’s Corporate Governance Standards(the “NYSE Governance Standards”). AnIndependent Director for Audit Committeepurposes meets additional requirements ofRule 10A-3 under the Exchange Act.

As permitted by the NYSE Governance Standards,the Board of Directors has adopted CategoricalStandards Regarding Director Independence (the“Categorical Standards”) to assist it in makingdeterminations of independence. The Board hasdetermined that the Independent Directors satisfyall applicable Categorical Standards. TheCategorical Standards are set forth in Appendix Ato this Proxy Statement. They are also included in theCorporate Governance Guidelines of the Company,which are available on MetLife’s website athttp://www.metlife.com/corporategovernance underthe link “Director Qualifications & Independence.”

The Board has affirmatively determined that CurtisH. Barnette, Sylvia Mathews Burwell, Burton A.Dole, Cheryl W. Grisé, James R. Houghton, R.Glenn Hubbard, Harry P. Kamen, Helene L.Kaplan, John M. Keane, James M. Kilts, CharlesM. Leighton, Hugh B. Price, David Satcher,Kenton J. Sicchitano and William C. Steere, Jr.are all Independent Directors who do not haveany material relationships with the Company orany of its consolidated subsidiaries.

Mr. Barnette and Mrs. Kaplan are each Of Counselto the law firm of Skadden, Arps, Slate, Meagher &Flom, LLP (“Skadden”), which provides legalservices to the Company and its affiliates. Indetermining that Mr. Barnette and Mrs. Kaplanare independent, the Board considered itsCategorical Standards, which provide that aDirector will not be deemed to have a materialrelationship with the Company that impairs the

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Director’s independence because the Director is anofficer or other person holding a salaried position atan entity (other than a principal, equity partner ormember of such entity) that provides professionalservices to the Company and the amount of allpayments from the Company to the entity duringthe most recently completed fiscal year was lessthan two percent of the other entity’s consolidatedgross revenues. In their positions as Of Counsel toSkadden, which did not in 2006 receive paymentsin excess of two percent of its consolidated grossrevenues from the Company, Mr. Barnette andMrs. Kaplan are paid a salary and are notprincipals, equity partners or members ofSkadden. Neither Mrs. Kaplan nor Mr. Barnettereceives compensation from Skadden that isdirectly or indirectly related to fees that Skaddenreceives from MetLife. Neither has the right to votein firm matters or participate in Skadden’s profits.Mr. Barnette will retire from the Board of Directorseffective as of the 2007 Annual Meeting andMrs. Kaplan will retire from the Board ofDirectors effective as of the 2008 Annual Meeting.

Ms. Grisé is an executive officer of NortheastUtilities, which has issued debt securities andcommercial paper that is held by MetLife. Indetermining that Ms. Grisé is independent, theBoard considered its Categorical Standards,which provide that a Director will not bedeemed to have a material relationship with theCompany that impairs the Director’s independencebecause the Director is an officer of an entity that isindebted to the Company, provided that the entity’sindebtedness is less than three percent of the totalconsolidated assets of that entity at the end of theprevious fiscal year. MetLife’s holdings of NortheastUtilities securities constitute less than three percentof Northeast Utilities total consolidated assets atDecember 31, 2006, based on informationavailable to the Company. In January 2007,Northeast Utilities announced that Ms. Grisé willretire at the end of the second quarter of 2007.

In determining that Ms. Burwell is independent, theBoard considered that on December 1, 2006Ms. Burwell’s sister became an executive officerof Local Initiatives Support Corporation (“LISC”), anot-for-profit corporation that provides financialand other support to resident-led community-based development organizations. Metropolitan

Life Insurance Company is a lender to LISC underits social investment program. LISC uses these fundsto provide loans to eligible community-basedorganizations. The principal amount of theseloans to LISC constitutes less than three percentof the total consolidated assets of LISC as ofDecember 31, 2006, which is the threshold inthe Categorical Standard that would apply ifMs. Burwell had a direct, rather than an indirect,relationship with LISC. In addition, The MetLifeFoundation makes financial contributions toLISC, which LISC uses to fund a variety ofcommunity-based programs and organizations. In2006, these grants constituted less than two percentof the consolidated gross revenues of LISC, which isthe threshold in the Categorical Standard thatwould apply if Ms. Burwell had a direct, ratherthan an indirect, relationship with LISC. MetLifealso holds equity investments in LISC-affiliatedpartnerships. The Board of Directors did notconsider Ms. Burwell’s sister’s relationship withLISC to be material to Ms. Burwell’sindependence because the LISC-related loans,grants and equity investments were each made inthe ordinary course, and because Ms. Burwell’ssister was not, nor is, directly engaged in any ofthese transactions.

The Company’s Board of Directors is divided intothree classes. One class is elected each year to holdoffice for a term of three years. Of the 16 currentDirectors, seven are Class II Directors with termsexpiring at the 2007 Annual Meeting, five areClass III Directors with terms expiring at the2008 Annual Meeting, and four are Class IDirectors with terms expiring at the 2009 AnnualMeeting. As a result of the reduction of the size ofthe Board to 14 members, effective as of the 2007Annual Meeting, the size of Class II will be reducedto five Directors.

Executive Sessions of Non-Management Directors.The Non-Management Directors of the Company(all of whom were also Independent Directors ofthe Company during 2006) meet in regularlyscheduled executive sessions without thepresence of the Company’s management. If thegroup of Non-Management Directors were toinclude Directors who were not also IndependentDirectors, the Independent Directors would meet,at least once a year, in an executive session that

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included only Independent Directors. TheIndependent Directors annually appoint a LeadDirector, who presides when the Non-Management Directors meet in executive session.Mr. Steere has served as Lead Director sinceJanuary 2006.

Director Nomination Process. Potentialcandidates for nomination as Directors areidentified by the Board of Directors and theGovernance Committee through a variety ofmeans, including recommendations of searchfirms, Board members, executive officers andshareholders. Potential candidates for nominationas Director must provide written information abouttheir qualifications and participate in interviewsconducted by individual Board members,including the Chairs of the Audit, Compensationand Governance Committees. Candidates areevaluated based on the information supplied bythe candidates and information obtained fromother sources.

The Governance Committee will considershareholder recommendations of candidates fornomination as Director. To be timely, ashareholder recommendation must be submittedto the Governance Committee, MetLife, Inc.,One MetLife Plaza, 27-01 Queens Plaza North,Long Island City, NY 11101-4007, Attention:Corporate Secretary, not later than 120 calendardays prior to the first anniversary of the previousyear’s annual meeting. Recommendations fornominations of candidates for election at the2008 Annual Meeting must be received by theCorporate Secretary no later than December 26, 2007.

The Governance Committee makes no distinctionsin evaluating nominees based on whether or not anominee is recommended by a shareholder.Shareholders recommending a nominee mustsatisfy the notification, timeliness, consent andinformation requirements set forth in theCompany’s By-Laws concerning Directornominations by shareholders.

The shareholder’s recommendation must set forthall the information regarding the personrecommended that is required to be disclosed insolicitations of proxies for election of Directorspursuant to Regulation 14A under the ExchangeAct, and must include the recommended nominee’s

written consent to being named in the ProxyStatement as a nominee and to serving as aDirector if elected. In addition, the shareholder’srecommendation must include (i) the name andaddress of the recommending shareholder andthe candidate being recommended; (ii) adescription of all arrangements or understandingsbetween the nominating shareholder and theperson being recommended and any otherpersons (naming them) pursuant to which thenominations are to be made by the shareholder;(iii) a representation that the recommendation isbeing made by a beneficial owner of the Company’sstock; and (iv) if the recommending shareholderintends to solicit proxies, a statement to that effect.

Under the Company’s Corporate GovernanceGuidelines, the following specific, minimumqualifications must be met by any candidate thatthe Company would recommend for election to theBoard of Directors:

• Financial Literacy. Such person should be“financially literate,” as such qualification isinterpreted by the Company’s Board ofDirectors in its business judgment.

• Leadership Experience. Such person shouldpossess significant leadership experience inbusiness, finance, accounting, law, educationor government, and should possess qualitiesreflecting a proven record of accomplishmentand an ability to work with others.

• Commitment to the Company’s Values. Suchperson shall be committed to promoting thefinancial success of the Company andpreserving and enhancing the Company’sreputation as a leader in American business andshall be in agreement with the values of theCompany as embodied in its codes of conduct.

• Absence of Conflicting Commitments. Suchperson should not have commitments thatwould conflict with the time commitments of aDirector of the Company.

• Reputation and Integrity. Such person shall beof high repute and recognized integrity and nothave been convicted in a criminal proceeding orbe named a subject of a pending criminalproceeding (excluding traffic violations andother minor offenses). Such person shall nothave been found in a civil proceeding to have

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violated any federal or state securities orcommodities law, and shall not be subject toany court or regulatory order or decree limitinghis or her business activity, including inconnection with the purchase or sale of anysecurity or commodity.

• Other Factors. Such person shall have othercharacteristics considered appropriate formembership on the Board of Directors,including significant experience andaccomplishments, an understanding of businessand finance, sound business judgment, and anappropriate educational background.

In recommending candidates for election asDirectors, the Governance Committee will takeinto consideration the need for the Board to havea majority of Directors that meet the independencerequirements of the NYSE Governance Standardsand such other criteria as shall be established fromtime to time by the Board of Directors.

Board Meetings and Director Attendance in 2006.In 2006, there were 10 regular and special meetingsof the Board of Directors. All Directors attendedmore than 75% of the aggregate number ofmeetings of the Board of Directors and theCommittees on which they served during 2006.

Procedures for Reviewing Related PersonTransactions.

The Company has established written procedures forthe review, approval or ratification of related persontransactions. A “related person transaction”includes certain financial transactions,arrangements or relationships in which theCompany is or is proposed to be a participant andin which a Director, Director nominee or executiveofficer of the Company or any of their immediatefamily members has or will have a material interest.Related person transactions may include:

• Legal, investment banking, consulting ormanagement services provided to theCompany by a related person or an entity withwhich the related person is affiliated;

• Sales, purchases and leases of real propertybetween the Company and a related person oran entity with which the related person is affiliated;

• Material investments by the Company in anentity with which a related person is affiliated;

• Contributions by the Company to a civic orcharitable organization for which a relatedperson serves as an executive officer; and

• Indebtedness or guarantees of indebtednessinvolving the Company and a related person oran entity with which the related person isaffiliated.

Under the procedures, Directors, Directornominees and executive officers of the Companyreport in writing to the Chief Executive Officer anyrelated person transactions in which they, or any oftheir immediate family members, have or will havea material interest. The Chief Executive Officer isresponsible for reviewing, approving or ratifyingrelated person transactions involving executiveofficers of the Company (other than the ChiefExecutive Officer) or any of their immediatefamily members. The Chief Executive Officer mayrefer any such transaction to the GovernanceCommittee if he believes that would beappropriate. The Governance Committee isresponsible for reviewing, approving or ratifyingrelated person transactions involving Directors,Director nominees and the Chief ExecutiveOfficer or any of their immediate familymembers, as well any transactions referred to theCommittee by the Chief Executive Officer. A vote ofa majority of disinterested Directors of theGovernance Committee is required to approve orratify any related person transaction subject to theCommittee’s review.

The Chief Executive Officer or the GovernanceCommittee will approve a related persontransaction if it is fair and reasonable to theCompany and consistent with the best interests ofthe Company, taking into account the businesspurpose of the transaction, whether thetransaction is entered into on an arm’s-lengthbasis on terms fair to the Company, and whetherthe transaction is consistent with applicable codesof conduct of the Company. If a transaction is notapproved or ratified by the Chief Executive Officeror Governance Committee, it may be referred tolegal counsel for review and consultation regardingpossible further action by the Company. Suchaction may include terminating the transaction ifnot yet entered into or, if it is an existing transaction,rescinding the transaction or modifying it in amanner that would allow it to be ratified orapproved in accordance with the procedures.

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Board Committees.

MetLife’s Board of Directors has designated sixBoard Committees. These Committees performessential functions on behalf of the Board. TheCommittee Chairs review and approve agendas forall meetings of their respective Committees. Theresponsibilities of each of the Committees aresummarized below. Only Independent Directorsmay be members of the Audit, Compensation andGovernance Committees. Metropolitan LifeInsurance Company also has designated BoardCommittees, including an Investment Committee.Each Committee of the Board of Directors has aCharter that defines the Committee’s purposes andresponsibilities. The Charters for the Audit,Compensation and Governance Committeesincorporate the requirements of the SEC and theNew York Stock Exchange (“NYSE”) to the extentapplicable. Current, printable versions of theCharters are available on MetLife’s website athttp://www.metlife.com/corporategovernance. Printcopies of the Charters also may be obtained bysubmitting a written request to MetLife, Inc.,One MetLife Plaza, 27-01 Queens Plaza North,Long Island City, NY 11101-4007, Attention:Corporate Secretary.

The Audit Committee

The Audit Committee, which consists entirely ofIndependent Directors,

• is directly responsible for the appointment,compensation, retention and oversight of thework of the Company’s independent auditor;

• assists the Board in fulfilling its responsibility tooversee the Company’s accounting and financialreporting processes, the adequacy of theCompany’s internal control over financialreporting and the integrity of its financialstatements;

• pre-approves all audit and non-audit services tobe provided by the independent auditor, reviewsreports concerning significant legal andregulatory matters, discusses the Company’sguidelines and policies with respect to theprocess by which the Company undertakes riskmanagement and risk assessment, and reviewsthe performance of the Company’s internal auditfunction;

• discusses with management, the GeneralAuditor and the independent auditor theCompany’s filings on Forms 10-K and 10-Qand the financial information in those filings;

• prepares an annual report to the shareholders forpresentation in the Company’s proxy statement,the 2007 report being presented on pages 26 and27 of this Proxy Statement; and

• has the authority to obtain advice and assistancefrom, and to receive appropriate funding fromthe Company for the retention of, outsidecounsel and other advisors as the AuditCommittee deems necessary to carry out itsduties.

The Audit Committee met nine times during 2006.A more detailed description of the role andresponsibilities of the Audit Committee is setforth in the Audit Committee Charter.

Financial Literacy and Audit Committee FinancialExpert. The Board of Directors has determinedthat the members of the Audit Committee arefinancially literate, as such qualification isinterpreted by the Board of Directors. The Boardof Directors has also determined that a majority ofthe members of the Audit Committee would qualifyas “audit committee financial experts,” as such termis defined by the SEC, including James R.Houghton, the Chair of the Committee.

The Compensation Committee

The Compensation Committee, which consistsentirely of Independent Directors,

• assists the Board in fulfilling its responsibility tooversee the compensation and benefits of theCompany’s executives and other employees ofthe MetLife enterprise;

• approves the goals and objectives relevant to theChief Executive Officer’s total compensation,evaluates the Chief Executive Officer’sperformance in light of such goals andobjectives, and endorses, for approval by theIndependent Directors, the Chief ExecutiveOfficer’s total compensation level based onsuch evaluation;

• reviews and recommends approval by the Boardof Directors of the total compensation of other

17


officers at the level of executive vice president orabove, including their base salaries, annualincentive compensation and long-term equity-based incentive compensation;

• has sole authority to retain, terminate andapprove the fees and other retention terms ofany compensation consultants retained to assistthe Committee in evaluating executivecompensation; and

• reviews and discusses with management theCompensation Discussion and Analysis to beincluded in the proxy statement (andincorporated by reference in the AnnualReport on Form 10-K), and, based on suchreview and discussions, (i) recommends to theBoard of Directors whether the CompensationDiscussion and Analysis should be included inthe proxy statement (and incorporated byreference in the Annual Report on Form 10-K)and (ii) issues the Compensation CommitteeReport for inclusion in the proxy statement(the 2007 Report appears on page 28 of thisProxy Statement).

A more detailed description of the role andresponsibilities of the Compensation Committeeis set forth in the Compensation CommitteeCharter. Under its Charter, the CompensationCommittee may delegate to a subcommittee or tothe Chief Executive Officer or other officer of theCompany any portion of the Committee’s dutiesand responsibilities, if the Committee believes suchdelegation is in the best interests of the Companyand the delegation is not prohibited by law,regulation or the NYSE Governance Standards.

The Compensation Committee has engaged anindependent compensation consultant, HewittAssociates, to assist the Committee in its reviewof executive compensation practices. HewittAssociates advises the Committee on thecompetitiveness of pay levels, market trends inexecutive compensation and the effectiveness ofthe design and development of the Company’scompensation and benefit programs. It alsoprovides competitive pay analyses to theCommittee, including market data about totalcompensation for executives at comparablecompanies. In addition, Hewitt Associatesprovides ongoing advice to the Committeeregarding regulatory, technical or accounting

considerations that affect the Company’scompensation and benefit programs and assistswith the design of such programs. TheCommittee has not directed Hewitt Associates toperform its services in any particular manner orunder any particular method. The Committeeperiodically evaluates Hewitt Associates’ services,and has the final authority to hire and terminateHewitt Associates.

For information about the key factors that theCompensation Committee considers indetermining the compensation of the members ofthe Company’s Executive Group (as defined onpage 29), as well as the role of the ChiefExecutive Officer in setting such compensation,see “Compensation Discussion and Analysis”beginning on page 29. Also see theCompensation Discussion and Analysis forinformation about compensation paid to theNamed Executive Officers for 2006 (as definedon page 29).

The Compensation Committee met six times during2006.

Compensation Committee Interlocks and InsiderParticipation. No member of the CompensationCommittee has ever been an officer or employee ofMetLife or any of its subsidiaries. During 2006, noexecutive officer of MetLife served as a director ormember of the compensation committee (or othercommittee serving an equivalent function) of anyother entity, one of whose executive officers is orhas been a Director of MetLife or a member ofMetLife’s Compensation Committee.

The Governance Committee

The Governance Committee, which consistsentirely of Independent Directors,

• assists the Board by identifying individualsqualified to become members of the Board,consistent with the criteria established by theBoard, developing and recommendingcorporate governance guidelines to the Board,overseeing MetLife’s financial policies andstrategies, capital structure and dividendpolicies, and overseeing the Company’sinternal risk management function;

• recommends to the Board of Directors policiesand procedures regarding shareholdernomination of Director candidates and

18


regarding communication with Non-Management Directors;

• reviews, approves or ratifies, in accordance withapplicable policies and procedures establishedby the Company, transactions in which theCompany is a participant and in which aDirector, Director nominee or executive officerof the Company, or any member of his or herimmediate family, has a material interest; and

• performs other duties and responsibilities,including recommending the appointment ofDirectors to serve as the Chairs and membersof the Committees of the Board, overseeing theevaluation of the Board and reviewing thecompensation and benefits of the Non-Management Directors, and recommendingmodifications of such compensation andbenefits as may be appropriate.

A more detailed description of the role andresponsibilities of the Governance Committee isset forth in the Governance Committee Charter.Under its Charter, the Governance Committeemay delegate to a subcommittee any portion ofits duties and responsibilities if the Committeebelieves such delegation is in the best interests ofthe Company and the delegation is not prohibitedby law, regulation or the NYSE GovernanceStandards.

The Governance Committee from time to timereviews the compensation and benefits providedto Non-Management Directors, with the assistanceof its independent compensation consultant,Hewitt Associates. The Committee engagedHewitt Associates to advise it on the design anddevelopment of the current compensation programfor Non-Management Directors, including theappropriateness of Director compensation levelsand amounts paid to Directors for service as aCommittee Chair or as the Lead Director. It alsoprovided the Committee with market data ondirector compensation at comparator companies.For additional information about compensationpaid to Non-Management Directors in 2006, see“Compensation of Non-Management Directors —2006 Director Compensation Table” and theaccompanying narrative beginning on page 22.

The Governance Committee met seven timesduring 2006.

The Executive Committee

The Executive Committee may exercise the powersand authority of the Board of Directors duringintervals between meetings of the Board ofDirectors.

The Public Responsibility Committee

The Public Responsibility Committee

• oversees the Company’s charitablecontributions, public benefit programs andother corporate responsibility matters,reviewing, in this regard, the Company’s goalsand strategies for its contributions in support ofhealth, education, civic affairs, culture andsimilar purposes, and its social investmentprogram in which loans and other investmentsare made to support affordable housing,community, business and economicdevelopment and health care services for lowand moderate income communities;

• reviews the Company’s goals and strategiesconcerning legislative and regulatory initiativesthat impact the interests of the Company; and

• annually reviews and recommends theCompany’s charitable contribution budget tothe Board of Directors for its approval.

The Sales Practices Compliance Committee

The Sales Practices Compliance Committee

• oversees compliance matters concerning thesale or marketing of insurance products toindividuals and institutions by MetLife’ssubsidiaries;

• reviews policies and procedures with respect tosales practices compliance matters;

• reviews audit plans and budgets for sales officeaudits prepared by the Corporate Ethics andCompliance Department related to salespractices compliance matters; and

• receives and reviews reports concerningactivities related to sales practices compliancematters, including reports from the leadership ofthe Company’s Corporate Ethics andCompliance Department concerningallegations of fraud and misconduct and

19


unethical business practices and reports of anysignificant investigations by governmentalauthorities.

The Investment Committee of Metropolitan LifeInsurance Company

The Investment Committee of Metropolitan LifeInsurance Company

• oversees the investment activities ofMetropolitan Life Insurance Company andcertain of its subsidiaries;

• at the request of MetLife, also oversees themanagement of investment assets of MetLifeand certain of MetLife’s subsidiaries and, inconnection therewith, reviews reports from theinvestment officers on the investment activitiesand performance of the investment portfolio ofsuch companies and submits reports about suchactivities and performance to MetLife;

• authorizes designated investment officers,within specified limits and guidelines, to makeand sell investments for Metropolitan LifeInsurance Company’s general account andseparate accounts consistent with applicable

laws and regulations and applicable standardsof care;

• reviews reports from the investment officersregarding the conformity of investmentactivities with the Committee’s generalauthorizations, applicable laws and regulationsand applicable standards of care; and

• reviews and approves Metropolitan LifeInsurance Company’s derivatives use plans andreviews reports from the investment officers onderivative transaction activity; reviews andapproves Metropolitan Life InsuranceCompany’s high return program plan andreviews reports from the investment officers onhigh return program activity; reviews reportsfrom the investment officers on the investmentactivities and performance of investmentadvisors that are engaged to manage certaininvestments of Metropolitan Life InsuranceCompany; reviews reports from the investmentofficers on the non-performing assets inMetropolitan Life Insurance Company’sinvestment portfolio; and reviews MetropolitanLife Insurance Company’s investment plans andreceives periodic updates of performancecompared to projections in the investment plans.

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The following table lists the Directors who currently serve on the Committees described above.

MEMBERSHIP ON BOARD COMMITTEES

Audit Compensation Governance ExecutivePublic

Responsibility

SalesPractices

Compliance

Investment(MetropolitanLife Insurance

Company)

C. R. Henrikson s

k k

C. H. Barnette k

s

S. M. Burwell k k k

B. A. Dole, Jr. k k k

C.W. Grisé k k k

J. R. Houghton s

k k k

R.G. Hubbard k k k

H. P. Kamen k k k

H. L. Kaplan s

k k k

J. M. Keane k k k

J. M. Kilts k k k

C. M. Leighton k k

s

H. B. Price k

s

k

D. Satcher k k k k

K. J. Sicchitano k k k k

W. C. Steere, Jr. k

s

k k k

(s = Chair k = Member)

21


Compensation of Non-Management Directors

2006 DIRECTOR COMPENSATION TABLE

Name(1)

Fees Earnedor Paidin Cash($)(2)

StockAwards($)(3)

OptionAwards($)(4)

All OtherCompensation

($)(5)Total($)

Curtis H. Barnette . . . . . . . . . . . . . . . . . . . . $137,500 $112,500 — $13,292 $263,292Sylvia M. Burwell . . . . . . . . . . . . . . . . . . . . $112,500 $112,500 — — $225,000Burton A. Dole, Jr. . . . . . . . . . . . . . . . . . . . $112,500 $112,500 — — $225,000Cheryl W. Grisé. . . . . . . . . . . . . . . . . . . . . . $112,500 $112,500 — — $225,000James R. Houghton . . . . . . . . . . . . . . . . . . . $137,500 $112,500 — $14,737 $264,737Harry P. Kamen . . . . . . . . . . . . . . . . . . . . . . $112,500 $112,500 — — $225,000Helene L. Kaplan. . . . . . . . . . . . . . . . . . . . . $137,500 $112,500 — $ 2,566 $252,566John M. Keane. . . . . . . . . . . . . . . . . . . . . . . $112,500 $112,500 — — $225,000James M. Kilts . . . . . . . . . . . . . . . . . . . . . . . $112,500 $112,500 — — $225,000Charles M. Leighton . . . . . . . . . . . . . . . . . . $137,500 $112,500 — $54,062 $304,062Hugh B. Price . . . . . . . . . . . . . . . . . . . . . . . $137,500 $112,500 — $10,233 $260,233Kenton J. Sicchitano. . . . . . . . . . . . . . . . . . . $112,500 $112,500 — — $225,000William C. Steere, Jr. . . . . . . . . . . . . . . . . . $162,500 $112,500 — $66,681 $341,681

(1) C. Robert Henrikson and Robert H. Benmosche were compensated in 2006 in their capacities asexecutive officers of the Company, but received no compensation in their capacities as members of theBoard of Directors. For information about executive compensation paid to Messrs. Henrikson andBenmosche in 2006, see the Summary Compensation Table on page 39 and the accompanying narrativedisclosure. R. Glenn Hubbard and David Satcher were elected to the Board of Directors effectiveFebruary 1, 2007 and, as a result, did not receive any compensation from the Company in 2006. Itemspaid or provided to Mr. Kamen for his prior services as Chief Executive Officer of Metropolitan LifeInsurance Company are not included in the above table. Mr. Kamen received pension payments,secretarial support and the use of an office in 2006.

(2) The amounts reported in this column represent the cash component of the Annual Retainer paid to theNon-Management Directors in 2006, as well as additional fees paid for service as a Committee Chair orLead Director. For additional information, see “Directors’ Retainer and Attendance Fees” on page 23.

(3) On April 25, 2006, each Non-Management Director was granted 2,245 shares of the Company’scommon stock, which was the stock component of the Annual Retainer paid to the Non-Management Directors in 2006. The dollar amounts reported in this column represent the grant datefair value of such stock awards as computed for financial statement reporting purposes in accordancewith Financial Accounting Standard 123 (Revised). Stock awards granted to the Non-ManagementDirectors as part of their Annual Retainer vest immediately upon their grant. As a result, no stock awardswere outstanding for any of the Non-Management Directors as of December 31, 2006. For informationabout the securities ownership of the Non-Management Directors as of December 31, 2006, see“Security Ownership of Directors and Executive Officers” beginning on page 59. For additionalinformation about the Directors’ Annual Retainer, see “Directors’ Retainer and Attendance Fees” onpage 23.

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(4) The following table shows the aggregate number of stock option awards outstanding for each Non-Management Director as of December 31, 2006. These awards vested but had not been exercised as ofDecember 31, 2006. The awards were issued pursuant to The MetLife, Inc. 2000 Directors Stock Plan (the“2000 Directors Stock Plan”), which was in effect until April 15, 2005 when it was replaced by theMetLife, Inc. 2005 Non-Management Director Stock Compensation Plan described below. Mr. Kilts, whowas elected to the Board as of January 1, 2005, and Messrs. Hubbard and Satcher, who were elected to theBoard as of February 1, 2007, did not receive stock option awards because compensation for Directors isno longer payable by the Company in the form of stock options. Messrs. Hubbard and Satcher are notincluded in this table because they were not Directors as of December 31, 2006.

Name

Number ofOption Awards

Outstanding Name


Outstanding Name


Outstanding

Barnette. . . . . 6,836 Kamen . . . . . 6,836 Leighton . . . . 6,836Burwell . . . . . 553 Kaplan . . . . . 6,836 Price . . . . . . . 6,836Dole . . . . . . . 6,836 Keane . . . . . . 1,210 Sicchitano . . . 1,536Grisé . . . . . . . 178 Kilts . . . . . . . — Steere . . . . . . 6,836Houghton . . . 6,836

(5) The amounts reported in this column include the dollar value of life insurance premiums paid byMetropolitan Life Insurance Company in 2006 for the benefit of Messrs. Barnette, Houghton, Price andSteere, as well as a proportionate share of a $20,000 service fee paid to administer the policies. Theseamounts totaled as follows: Barnette: $11,976; Houghton: $13,421; Price: $8,917; and Steere: $12,619.Mrs. Kaplan also has a life insurance policy under this program. However, the premium for her policy waspaid in full prior to 2006 and, as a result, only the proportionate share of the service fee for administeringher policy is included in this column for Mrs. Kaplan. See “Directors’ Benefit Programs” on page 24 foradditional information.

Also included in this column are premium payments made by Metropolitan Life Insurance Companypursuant to the charitable gift program for Non-Management Directors. Under this program, Non-Management Directors elected as Directors of Metropolitan Life Insurance Company prior to October 1,1999 may recommend one or more charitable or educational institutions to receive, in the aggregate, a$1 million contribution from Metropolitan Life Insurance Company in the name of that Director followingthe Director’s death. In 2006, Metropolitan Life Insurance Company paid $105,491 in premiums forinsurance policies under the program with respect to Mr. Leighton and Mr. Steere, and a $25,000 servicefee to administer the program. The amount reported for each of Mr. Leighton and Mr. Steere representsone-half of the aggregate premium amount paid under the program in 2006 and a proportionate share ofthe service fee. Also participating in this program in 2006 were Mr. Barnette, Mr. Houghton, Mrs. Kaplanand Mr. Price. The premiums for these Directors were paid in full prior to 2006. As a result, for theseDirectors, only the proportionate share of the program’s service fee for 2006 is included in this column.

The following discussion will assist inunderstanding the information reported in the2006 Director Compensation Table.

Directors’ Retainer and Attendance Fees. TheAnnual Retainer for Non-Management Directorswho serve on the Company’s Board of Directorsis $225,000, 50% of which is paid in shares of theCompany’s common stock and 50% of which ispaid in cash. The retainer fee for Board service willbe paid in advance at the time of the 2007 AnnualMeeting. A Non-Management Director who serves

for only a portion of the year is paid a proratedretainer fee to reflect the period of such service.

The annual cash fee payable to Non-ManagementDirectors who serve as Chairs of Board Committeesis $25,000. The Company also pays an annual cashfee of $25,000 to the Company’s Lead Director. TheCommittee Chair and Lead Director retainer feeswill be paid in advance at the time of the 2007Annual Meeting. The Company pays a $25,000annual fee to the Non-Management Director whoserves as the Chair of the Metropolitan Life

23


Insurance Company Investment Committee. ANon-Management Director who serves for only aportion of the year would, in each case, be paid aprorated retainer fee to reflect the period of suchservice.

The MetLife, Inc. 2005 Non-Management DirectorStock Compensation Plan. The MetLife, Inc. 2005Non-Management Director Stock CompensationPlan, which was approved by the Company’sshareholders in 2004, authorizes the GovernanceCommittee to grant awards in the form of stockoptions, stock appreciation rights, restricted stock,restricted stock units, performance shares, andstock-based awards to the Company’s Non-Management Directors. The plan provides thatthe exercise price of any stock option may be noless than the fair market value of a share of theCompany’s common stock on the date the stockoption is granted. No stock options, performanceshares, restricted stock or restricted stock units havebeen awarded under the Plan; however, shareawards with respect to the 50% stock componentof the Annual Retainer paid to Non-ManagementDirectors are being granted. See “Directors’Retainer and Attendance Fees” above. The Boardof Directors or the Governance Committee mayterminate, modify or amend the Plan at any time,subject, in certain instances, to shareholderapproval.

Director Fee Deferrals. A Non-ManagementDirector may defer the receipt of all or part of hisor her fees payable in cash or shares (and anyimputed dividends on those shares) until a laterdate or until after he or she ceases to serve as aDirector. From 2000 to 2004, such deferrals couldbe made under the terms of the 2000 DirectorsStock Plan (share awards) or the MetLife DeferredCompensation Plan for Outside Directors (cashawards). Since 2005, any such deferrals are madeunder the terms of the MetLife Non-ManagementDirector Deferred Compensation Plan, which wasadopted in 2004 and amended in 2005, and isintended to comply with Internal Revenue CodeSection 409A.

Directors’ Benefit Programs. Non-ManagementDirectors who joined the Board on or afterJanuary 1, 2003 receive $200,000 of group lifeinsurance. Non-Management Directors whojoined the Board prior to January 1, 2003 are

eligible to continue to receive $200,000 ofindividual life insurance coverage under policiesthen in existence, for which MetLife would pay theDirectors a cash amount sufficient to cover the costof premiums (ranging up to approximately$20,000). MetLife provides each Non-Management Director with business travelaccident insurance coverage for travel on MetLifebusiness. Non-Management Directors are alsoeligible to participate in MetLife’s Long TermCare Insurance Program on a fully contributorybasis.

Directors’ Retirement Policy. The retirementpolicy adopted by the Board of Directorsprovides that no Director may stand for electionas a member of MetLife’s Board after he or shereaches the age of 72, and that a Director maycontinue to serve until the Annual Meetingcoincident with or immediately following his orher 72nd birthday. The Board of Directors haswaived the provisions of its retirement policy thatwould have required Mrs. Kaplan and Mr. Kamen toserve only until the Annual Meeting coincidentwith or immediately following her or his72nd birthday. Accordingly, Mrs. Kaplan willserve as a Director until her term expires in 2008and Mr. Kamen will retire from the MetLife Board ofDirectors effective as of the 2007 Annual Meeting.In addition, no Director who is also an officer ofMetLife may serve as a Director after he or sheretires as an officer of MetLife or Metropolitan LifeInsurance Company. In addition, each Directormust offer to resign from the Board upon achange or discontinuance of his or her principaloccupation or business responsibilities. TheDirector’s retirement policy is set forth in theCompany’s Corporate Governance Guidelines.

Codes of Conduct

Financial Management Code of ProfessionalConduct. The Company has adopted theMetLife Financial Management Code ofProfessional Conduct, a “code of ethics” asdefined under the rules of the SEC, that applies tothe Company’s Chief Executive Officer, ChiefFinancial Officer, Chief Accounting Officer,Corporate Controller and all professionals infinance and finance-related departments. Acurrent, printable version of the Financial

24


Management Code of Professional Conduct isavailable on the Company’s website athttp://www.metlife.com/corporategovernance. Aprint copy also may be obtained without chargeby submitting a written request to the Company atOne MetLife Plaza, 27-01 Queens Plaza North,Long Island City, NY 11101-4007, Attention:Corporate Secretary. No amendments to, orwaivers from a provision of, the FinancialManagement Code of Professional Conduct thatapply to the Company’s Chief Executive Officer,Chief Financial Officer, Chief Accounting Officeror Corporate Controller were entered into or madein 2006. However, the Company would postinformation about any such waivers oramendments on the Company’s website at theaddress given above.

Employee Code of Business Conduct and Ethicsand Directors’ Code of Business Conduct andEthics. The Company has adopted theEmployee Code of Business Conduct and Ethics,which is applicable to all employees of theCompany, including the executive officers of theCompany, and the Directors’ Code of BusinessConduct and Ethics, which is applicable to theDirectors of the Company. A current, printableversion of the Employee Code and the Directors’Code is available on the Company’s website athttp://www.metlife.com/corporategovernance. Aprint copy also may be obtained by submitting awritten request to the Company at One MetLifePlaza, 27-01 Queens Plaza North, Long IslandCity, NY 11101-4007, Attention: CorporateSecretary.

25


Audit Committee Report

This report is submitted by the Audit Committee ofthe MetLife Board of Directors (the “Committee”).No portion of this Audit Committee Report shall bedeemed to be incorporated by reference into anyfiling under the Securities Act or the Exchange Act,through any general statement incorporating byreference in its entirety the Proxy Statement inwhich this Report appears, except to the extentthat the Company specifically incorporates thisreport or a portion of it by reference. In addition,this report shall not be deemed to be “solicitingmaterial” or to be “filed” under either the SecuritiesAct or the Exchange Act.

The Committee, on behalf of the Board, isresponsible for overseeing management’s conductof MetLife’s financial reporting and internal controlprocesses. For more information on the AuditCommittee, see “Board Committees — The AuditCommittee” on page 17.

Management has the responsibility for thepreparation of MetLife’s consolidated financialstatements and the reporting process. Deloitte, asMetLife’s independent auditor, is responsible forauditing MetLife’s consolidated financialstatements in accordance with auditing standardsof the PCAOB.

Deloitte has discussed with the Committee thosematters described in the PCAOB Statement onAuditing Standards (“SAS”) No. 61, as amendedby SAS 89 and SAS 90, and Rule 2-07 ofRegulation S-X promulgated by the SEC. Deloittehas also provided to the Committee the writtendisclosures and the letter required byIndependence Standards Board Standard No. 1regarding Deloitte’s independence, and the AuditCommittee has discussed with Deloitte itsindependence from MetLife.

During 2006, management updated its internalcontrol documentation for changes in internalcontrol and completed its testing and evaluationof MetLife’s system of internal control over financialreporting in response to the requirements set forthin Section 404 of Sarbanes-Oxley and related

regulations. The Audit Committee was keptapprised of the progress of the evaluation andprovided oversight and advice to managementduring the process. In connection with thisoversight, the Committee received updatesprovided by management and Deloitte at eachregularly scheduled Committee meeting. TheCommittee also reviewed the report ofmanagement’s assessment of the effectiveness ofinternal control over financial reporting containedin the Company’s Annual Report on Form 10-K forthe fiscal year ended December 31, 2006, whichhas been filed with the SEC (the “2006 10-K”). TheCommittee also reviewed Deloitte’s Reportregarding its audit of management’s assessment ofthe effectiveness of the Company’s internal controlover financial reporting, and the effectiveness of theCompany’s internal control over financialreporting.

The Committee reviewed and discussed withmanagement and with Deloitte MetLife’s auditedconsolidated financial statements for the periodsended December 31, 2006 (the “2006 auditedconsolidated financial statements”) andDeloitte’s Report of Independent RegisteredPublic Accounting Firm dated March 1, 2007(the “Deloitte Opinion”) regarding the 2006audited consolidated financial statementsincluded in the 2006 10-K, which states thatMetLife’s 2006 audited consolidated financialstatements present fairly, in all material respects,the consolidated financial position of MetLife andits subsidiaries as of December 31, 2006 and 2005and the results of their operations and cash flows foreach of the three years in the period endedDecember 31, 2006 in conformity withaccounting principles generally accepted in theUnited States of America (“GAAP”). In relianceupon the reviews and discussions withmanagement and Deloitte described in this AuditCommittee Report, and the Board of Directors’receipt of the Deloitte Opinion, the Committeerecommended to the Board that MetLife’s 2006

26


audited consolidated financial statements beincluded in the 2006 10-K.

Respectfully,

James R. Houghton, ChairBurton A. Dole, Jr.John M. KeaneHugh B. PriceKenton J. SicchitanoWilliam C. Steere, Jr.

27


Compensation Committee Report

This report is furnished by the CompensationCommittee of MetLife’s Board of Directors. TheCompensation Committee has reviewed anddiscussed with management the CompensationDiscussion and Analysis that is set forth onpages 29 through 38 of this Proxy Statement and,based on such review and discussion, theCommittee has recommended to the Board ofDirectors that such Compensation Discussionand Analysis be included in this Proxy Statementand incorporated by reference in the Company’sAnnual Report on Form 10-K for the fiscal yearended December 31, 2006.

No portion of this Compensation CommitteeReport shall be deemed to be incorporated byreference into any filing under the Securities Actor the Exchange Act through any general statementincorporating by reference in its entirety the ProxyStatement in which this Report appears, except tothe extent that the Company specificallyincorporates this report or a portion of it byreference. In addition, this report shall not bedeemed to be “soliciting material” or to be“filed” under either the Securities Act or theExchange Act.

Respectfully,

William C. Steere, Jr., ChairCheryl W. GriséJames R. HoughtonJames M. KiltsCharles M. LeightonKenton J. Sicchitano

28


Compensation Discussion and Analysis

This Compensation Discussion and Analysisdescribes the objectives and policies underlyingMetLife’s executive compensation program. Italso describes key factors that the CompensationCommittee considers in determining thecompensation of the members of the Company’sExecutive Group, which is comprised of the mostsenior executives of the Company (the “ExecutiveGroup”). The Executive Group includes the activeofficers named in the Summary CompensationTable on page 39 (the “Named ExecutiveOfficers”), as well as other executive officers ofthe Company.

Overview of Compensation Program

MetLife utilizes a competitive total compensationstructure that consists of base salary and annual andlong-term incentive award opportunities. Forpurposes of this discussion and MetLife’scompensation program, total compensation foran Executive Group member means the total ofthose three elements (“Total Compensation”).The Independent Directors approve the TotalCompensation for the Chief Executive Officerand other Executive Group members.

The Compensation Committee reviews eachExecutive Group member’s Total Compensationand recommends Total Compensation amountsfor approval by the Independent Directors. Informulating its recommendations, the Committeereviews Company, business unit and individualperformance for the year measured againstpreviously established goals. It also considersavailable competitive market data for positions ofcomparable scope and responsibility at othercompanies. The Committee ensures that thecompensation program is competitive anddesigned to achieve the Company’s objectives.

The Compensation Committee also reviews andassesses other compensation and benefitprograms, such as pension benefits, theCompany’s deferred compensation contributions,and potential payments that would be made were

an Executive Group member’s employment to end.Generally, the forms of compensation and benefitsprovided to the Executive Group members aresimilar to those provided to other officers of theCompany.

The Compensation Committee has engaged anindependent compensation consultant, HewittAssociates, to assist the Committee in its designand review of the Company’s compensationprogram. For more information on the role ofHewitt Associates regarding the Company’sexecutive compensation program, see “BoardCommittees — The Compensation Committee”beginning on page 17.

None of the Executive Group members are partiesto any agreement with the Company that governstheir employment, other than agreements thatwould govern upon a change-in-control.

Compensation Philosophy and Objectives

MetLife’s executive compensation program isdesigned to reward Executive Group members forsuperior Company, business unit, and individualperformance. The program’s core objectives are to:

• provide competitive Total Compensationopportunities that will attract, retain andmotivate high-performing executives;

• align the Company’s compensation plans with itsshort- and long-term business strategies;

• align the financial interests of the Company’sexecutives with those of its shareholdersthrough stock-based incentives and stockownership requirements; and

• reinforce the Company’s pay for performanceculture by making a significant portion of TotalCompensation variable, and differentiatingawards based on Company, business unit andindividual performance.

The Compensation Committee selectscompensation elements that are designed tomotivate Executive Group members to achieve

29


the Company’s business goals, and rewards suchexecutives for achieving these goals. A substantialportion of each Executive Group member’s TotalCompensation can vary based on Company andbusiness unit performance and the executive’scontribution to that performance. The ExecutiveGroup members’ Total Compensation for 2006performance consisted of base salary payments,annual incentive compensation for 2006, andstock options and stock awards granted inFebruary 2007. Approximately 93% of the ChiefExecutive Officer’s Total Compensation, andapproximately 86% of all other Executive Groupmembers’ Total Compensation, was variable anddependent upon the attainment of Company,business unit, or individual performanceobjectives or the value of the Company’scommon stock.

To align executive and shareholder interests, theCompensation Committee allocates a greaterportion of each Executive Group member’svariable compensation to long-term equity-basedincentives than it allocates to annual cashincentives. For 2006 performance, long-termequity incentive opportunities constitutedapproximately 64% of the Chief ExecutiveOfficer’s Total Compensation and approximately50% of all active Executive Group members’Total Compensation. By comparison, annual cashincentives constituted approximately 29% of theChief Executive Officer’s Total Compensation and36% of all other active Executive Group members’Total Compensation. The remainder of the ChiefExecutive Officer’s Total Compensation (7%) andactive Executive Group members’ TotalCompensation (14%) was paid in base salary.

For purposes of the above calculations, stockawards (performance shares) were valued at theclosing price of MetLife common stock on the dateof the grants and each stock option was valued atone-third that price (the “Compensation ValuationFormula”).

Benchmarking Compensation

The Compensation Committee reviews thecompetitiveness of MetLife’s Total Compensationstructure against a comparator group of companiesin the insurance and broader financial servicesindustries with whom MetLife competes forexecutive talent. The current comparator groupconsists of the 13 insurance companies and 12financial services companies listed under“Comparator Group” below. These companiesare similar to MetLife in size or business mix or,for certain companies in the comparator group thatare publicly-traded companies, marketcapitalization.

The Compensation Committee has determined thatTotal Compensation opportunities are competitiveif they fall between the 75th percentile of insurancecompanies in the comparator group and the50th percentile of the entire comparator group.The target percentile for insurance companies isin recognition of MetLife’s size and market positionin the insurance industry.

The Compensation Committee reviews thecomposition of the comparator group from timeto time to assure that it remains an appropriatebenchmark for the Company. The comparatorgroup was last reviewed and approved in 2006.

In 2006, the Compensation Committee directed acomprehensive market assessment of theCompany’s executive compensation program. Theassessment demonstrated that the Company’s TotalCompensation structure for Executive Groupmembers was competitively positioned relative tothe range of the 75th percentile of insurancecompanies and the 50th percentile of the entirecomparator group. The assessment also confirmedthat the Company’s severance program,change-in-control arrangements and stockownership guidelines are also in line withcompetitive practice.

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COMPARATOR GROUP

Insurance Companies Financial Services Companies

AEGON N.V.The Allstate CorporationAmerican International Group, Inc.AXA Financial, Inc.The Hartford Financial Services Group, Inc.ING GroupJohn Hancock Life Insurance CompanyLincoln National CorporationMass Mutual Life Insurance CompanyNationwide Financial Services, Inc.New York Life Insurance CompanyPrincipal Financial Group, Inc.Prudential Financial, Inc.

American Express CompanyBank of America CorporationCitigroup Inc.HSBC Holdings plcJPMorgan Chase & Co.Merrill Lynch &Co., Inc.Morgan Stanley & Co. IncorporatedSunTrust Banks, Inc.U.S. BancorpWachovia CorporationWashington Mutual, Inc.Wells Fargo & Company

Setting Compensation

CEO Compensation. At the beginning of eachyear, the Chief Executive Officer and theCompensation Committee establish quantitativeand qualitative goals and objectives for the year.The Compensation Committee indicates theimportance of each goal to the Company’soverall performance. Following the end of theyear, the Compensation Committee reviews theChief Executive Officer’s performance relative tohis goals and objectives. The CompensationCommittee also reviews competitive data oncompany performance and chief executive officercompensation at the Company’s comparatorcompanies. It also considers Total Compensationalternatives, including base salary changes, annualincentive compensation, and long-term incentiveawards, based on the Chief Executive Officer’sperformance. Based upon its review, theCompensation Committee recommends to theIndependent Directors the Total Compensationfor the Chief Executive Officer, including theappropriate level and mix of annual and long-term incentive awards and any base salaryadjustments.

This process was followed in consideration of Mr.Henrikson’s 2006 compensation. Mr. Henrikson’s2006 performance goals and objectives as ChiefExecutive Officer were both quantitative andqualitative and included achievement ofCompany financial goals (measured by operatingearnings, return on equity, earnings per share,assets under management and operating

revenue), strategic growth, ensuring thatanticipated performance targets were achievedrelated to the Travelers acquisition, and non-financial goals in areas such as customer andexternal relations.

The Committee’s Total Compensationrecommendations for 2006 reflected itsassessment of Mr. Henrikson’s performancerelative to his established goals and objectives inhis new role as Chief Executive Officer, and tookinto account competitive market data provided bythe Compensation Committee’s independentcompensation consultant. This data comparedand analyzed Mr. Henrikson’s compensation tochief executive officer compensation atcomparator companies. The comparison includedhistorical information on comparator companies’market capitalization and performance (measuredby 3-year and 1-year growth in earnings per shareand revenue, 3-year and 1-year returns on equityand capital, and total shareholder return) comparedto MetLife.

Compensation of Other Executive GroupMembers. At the beginning of each year, theChief Executive Officer and each ExecutiveGroup member agree on the executive’squantitative and qualitative goals for the year.Following the end of the year, the ChiefExecutive Officer provides to the CompensationCommittee an assessment of each other ExecutiveGroup members’ performance during that year. Healso recommends to the Committee TotalCompensation amounts for each Executive Group

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member. These recommendations take intoaccount individual performance as well ascompetitive data and compensation opportunitiesfor each position. The Committee considers therecommendations in light of Company andbusiness unit performance and each officer’srelative contribution to that performance. Basedon its review, the Committee recommends to theIndependent Directors the Total Compensation foreach Executive Group member, including theappropriate level and mix of annual and long-term incentive awards and any base salaryadjustments. Other than the Chief ExecutiveOfficer, no Executive Group member plays a rolein determining the compensation of any of the otherExecutive Group members.

This process was followed in consideration of the2006 compensation to the members of theExecutive Group. Their 2006 performance goalsand objectives were those of the Company, asreflected in Mr. Henrikson’s goals and objectivesstated above, as they applied to their respectivebusiness units. For the performance goals andobjectives that applied to Mr. Benmosche, see“Compensation of Mr. Benmosche” on page 37.

Components of Compensation and Benefits

For 2006, the principal components of thecompensation and benefits for the ExecutiveGroup members were base salary, annualincentive awards, long-term incentive awards,and retirement and other benefits.

Base Salary. The Company pays base salaries tothe Executive Group members and otheremployees to compensate them for their servicesduring the year. Salary rates are determined basedon competitive data, the Executive Groupmember’s position and scope of responsibilities,and individual performance.

The base salaries paid to the Named ExecutiveOfficers in 2006 are reported in the SummaryCompensation Table on page 39.

Annual Incentive Awards. The MetLife AnnualVariable Incentive Plan (the “AVIP”) provideseligible employees, including the ExecutiveGroup members, the opportunity to earn annualcash incentive awards. These awards are based onCompany, business unit, and individualperformance. Within the AVIP framework,

individual awards may vary from year to yearbased on individual performance. As a result,AVIP awards are the primary compensationvehicle for recognizing and differentiatingindividual performance each year. They aredesigned to motivate Executive Group membersand other employees to achieve strong annualbusiness results that will contribute to theCompany’s long-term success.

Each year, the Compensation Committee approvesthe formula that will be used to determine themaximum dollar amount (the “MaximumAmount”) available for AVIP awards. TheCommittee bases this formula on the Company’sbusiness plan for that year. The formula consists oftwo performance measures: operating earnings andreturn on equity. For this purpose for 2006,operating earnings was defined as net incomeexcluding after-tax net investment gains or losses,the cumulative effect of accounting changes, andpreferred stock dividends, determined according toGAAP. Settlement payments on derivativeinstruments not qualifying for hedge accountingtreatment were included in operating earnings.Return on equity was defined for these purposesin 2006 as operating earnings available to commonshareholders divided by common equitydetermined under GAAP, excluding accumulatedother comprehensive income.

The formula establishes several threshold levels ofoperating earnings and return on equity. For eachlevel of operating earnings and return on equity inthe formula, an additional percentage of theearnings at that level is added to the MaximumAmount. The percentage of earnings at each levelthat is added to the Maximum Amount increaseswith each successively higher level of operatingearnings and return on equity the Companyachieves. As a result, AVIP links annual cashincentive awards to Company and business unitperformance. The formula is structured so that therewill be amounts available for distribution as long asthe Company does not incur an operating loss forthe year. AVIP awards, however, are entirelydiscretionary, and no employee is guaranteed anaward. Additionally, if the Company’s operatingearnings are zero, neither the Chief ExecutiveOfficer nor the other Executive Group memberswould be eligible for an AVIP award.

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For 2006, the Maximum Amount reflectedoperating earnings and return on equity abovethe highest threshold. The AVIP awards to theNamed Executive Officers for 2006 performanceare reported in the “Non-Equity Incentive PlanCompensation” column of the SummaryCompensation Table on page 39.

Long-Term Incentive Awards. The Company’slong-term incentive program is designed toensure that Executive Group members have asignificant continuing stake in the long-termfinancial success of the Company. Since April2005, the Company has awarded long-termincentives under the MetLife, Inc. 2005 Stockand Incentive Compensation Plan (the “2005Stock Plan”), which was approved by MetLifeshareholders in 2004. Under the 2005 StockPlan, the Compensation Committee has thelatitude to recommend for Board approval grantsof various equity- and cash-based awards. TheCommittee has awarded stock options andperformance shares as part of the Company’sTotal Compensation program. These awardsbalance the objectives of aligning ExecutiveGroup members’ interests with those ofshareholders and achieving the Company’soperational goals (see “Stock Ownership” onpage 34). They also facilitate Executive Groupmembers’ achievement of a significant stockownership position in the Company. Performanceshares and stock options also provide an incentivefor the Executive Group members to remain withthe Company through the entire performanceperiod or stock option vesting period, as they arenormally forfeited if the executive leaves theCompany voluntarily before the end of theperformance period or vesting period and is notretirement eligible.

The total of long-term incentive awards to all seniorofficers are generally allocated 50% in performanceshares and 50% in stock options, using theCompensation Valuation Formula. The amount oflong-term incentives granted is based on adiscretionary assessment of an individual’s levelof responsibility, performance and relative contributionand potential for assuming increased responsibilities.

Stock Options. Stock options are granted toExecutive Group members and other keyemployees to directly align their interests with

the interests of MetLife’s shareholders. Stockoptions are granted at an exercise price equal tothe closing price of a share of MetLife’s commonstock on the date of grant. The ultimate value ofstock options depends exclusively on increases inthe price of MetLife’s common stock. One-third ofeach award of stock options vests on each of thefirst three anniversaries of the date of grant. In 2006,approximately 1,400 MetLife employees, includingthe Executive Group members and most officer-level employees, were granted stock options basedon their position, responsibilities, and the long-term incentive award opportunities in the TotalCompensation structure.

Performance Shares. Performance shares areunits that may become payable in shares ofMetLife common stock at the end of a three-yearperformance period, depending on whetherspecified performance goals are met. They aregranted to encourage decisions and rewardperformance that contribute to the long-termgrowth of the Company’s business and enhanceshareholder value. Performance shares aredesigned to motivate Executive Group membersto outperform MetLife’s competition in terms ofkey performance measures over a three-yearperiod. MetLife’s competition is defined for thispurpose as the companies in the Standard &Poor’s Insurance Index (the “Insurance Index”).The Insurance Index was chosen to measureMetLife’s performance because insurance is thepredominant portion of the Company’s overallbusiness mix. The final number of performanceshares paid is determined by the Company’sperformance in total shareholder return andoperating earnings compared to the othercompanies in the Insurance Index. The amountpaid can be as low as zero and as high as twicethe number of performance shares granted. In2006, 335 MetLife employees, including theExecutive Group members and most other seniorofficers, were granted performance share awardsbased on their position in the Company and on thelong-term incentive opportunities in the TotalCompensation structure.

For information about the specific grants of stockoptions and performance shares to the NamedExecutive Officers in 2006, see the table entitled“Grants of Plan-Based Awards in 2006” on page 44.

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Equity Award Timing Practices

The Committee grants stock options andperformance shares to the Executive Groupmembers at its regularly scheduled meeting inFebruary of each year on the same day that theCompensation Committee and the Board ofDirectors approve annual incentivecompensation awards and any base salaryincreases. The exercise price of such stockoptions is the closing price of a share of MetLife’scommon stock on the day the stock options aregranted. The Company has never granted, and hasno plans to grant, performance shares or stockoptions to current or new employees incoordination with the release of non-publicinformation about the Company or any othercompany. The Chief Executive Officer does nothave any authority to grant equity awards of anykind to any Executive Group members or Directorsof the Company.

Long-Term Plan Payouts

Prior to April 2005, the Company’s long-termincentive program consisted of stock options andopportunity awards under the Long TermPerformance Compensation Plan (the “Long TermPlan”). Long Term Plan opportunity awards weregranted for three-year performance periodsbeginning April 1 of each year. The final LongTerm Plan opportunity awards were granted in2004 for the April 1, 2004 to March 31, 2007performance period.

The primary factor used in determining finalamounts payable on opportunity awards is totalshareholder return on the Company’s stockduring the applicable performance period. InApril 2006, Long Term Plan participants receivedpayouts on their opportunity awards that weregranted to them in 2003 for the April 1, 2003 toMarch 31, 2006 performance period. Theseopportunity awards had been approved by theCompensation Committee in 2003, and werebased on each participant’s level of responsibilityand potential impact on the Company’s long-termbusiness results.

For additional information about Long Term Planawards, see the tables entitled “Outstanding EquityAwards at 2006 Fiscal Year-End” and “OptionExercises and Stock Vested in 2006” on pages 46and 48, respectively.

Tax and Accounting Implications ofCompensation Awards

Section 162(m) of the Internal Revenue Code limitsthe amount of compensation paid to certain officersthat the Company can deduct to $1 million peryear. The Company may not deduct compensationabove that amount unless it is “performance-based.” Base salary is not performance-basedcompensation. As a result, salary payments above$1 million are not deductible. To comply with therequirements for performance-basedcompensation, the Compensation Committeeestablishes maximum AVIP awards that may bepaid to each of the Executive Group members.The Company has also designed performanceshares and stock options to meet theSection 162(m) requirements for performance-based compensation. These awards qualify asequity-classified instruments under applicableaccounting standards and, as a result, the fairvalue measurement of the awards are fixed onthe date of grant.

Stock Ownership

To further promote an alignment of management’sinterests with shareholders, the Company hasestablished minimum stock ownership guidelinesfor approximately 600 MetLife employees,including the Executive Group members. Each isexpected to own MetLife common stock in anamount that is equal to a percentage or multipleof annual base salary rate depending on position.

Employees may count toward these guidelines thevalue of shares they or their immediate familymembers own directly or in trust. They may alsocount shares, deferred shares, or deferred shareequivalents held in the Company’s savings andinvestment or nonqualified deferredcompensation programs.

Each employee subject to the guidelines isexpected to retain the net stock acquired throughthe exercise of stock options or from long-termincentive plan award payments until they meetthe guidelines. The Company prohibits allMetLife employees, including the ExecutiveGroup members, from engaging in short swingsales, hedging, and trading in put and calloptions, with respect to the Company’s securities.

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The share ownership of the Named Executive Officers, other than Mr. Benmosche, who retired as of July 1,2006, is reported below:Name Current Ownership Guideline Ownership as of December 31, 2006

Mr. Henrikson . . . . . . . . . . . . . . . 7 times annual base salary rate 6.6 times annual base salary rateMr. Wheeler . . . . . . . . . . . . . . . . . 3 times annual base salary rate 3.5 times annual base salary rateMr. Toppeta . . . . . . . . . . . . . . . . . 4 times annual base salary rate 7.7 times annual base salary rateMs. Rein . . . . . . . . . . . . . . . . . . . 3 times annual base salary rate 7.4 times annual base salary rateMs. Weber . . . . . . . . . . . . . . . . . . 4 times annual base salary rate 6.2 times annual base salary rate

Mr. Henrikson’s ownership guideline of 7 timesannual base salary rate took effect when hebecame Chief Executive Officer on March 1,2006. In his former position, Mr. Henrikson’sownership requirement was 4 times annual basesalary rate. As of December 31, 2005,Mr. Henrikson exceeded that guideline withownership at 5.2 times annual base salary rate.Mr. Benmosche’s ownership guideline as ChiefExecutive Officer was 7 times annual base salaryrate. As of June 30, 2006, Mr. Benmosche’s shareownership was 17 times his annual base salary rate.

Retirement and Other Benefits

Pension Program. The Company sponsors apension program for its employees in which eachExecutive Group member participates. The purposeof the program is to provide employees with post-retirement income.

The program rewards employees for the length oftheir service and, indirectly, for their jobperformance, because the amount of benefitsincreases with the length of employees’ servicewith the Company and the salary and annualbonuses they earn. The Company’s pensionprogram consists of two separate benefitformulas. One is based on length of service andfinal average compensation, and is known as the“Traditional Formula.” The other is based onmonthly contributions to an account for eachemployee based on the employee’scompensation, plus interest, and is known as the“Personal Retirement Account Formula.” For anygiven period of time, an employee participates inone or the other formula. In no event are benefits forthe same period calculated under both formulas.

The Company pays all of the benefits under theprogram without any deductions from employeepay or other employee contributions. Executive

Group members and other senior-levelemployees may choose to receive some or all oftheir pension benefits in a variety of forms,including annuities or a lump sum, subject to theapproval of the Compensation Committee or itsdesignee.

Pension benefits are paid under two separate plans,primarily due to tax requirements. TheMetropolitan Life Retirement Plan for UnitedStates Employees (the “Retirement Plan”) is atax-qualified defined benefit pension plan thatprovides benefits for employees on the UnitedStates payroll. Since the Internal Revenue Codeimposes limitations on the amounts that can bepaid under the Retirement Plan, the Company alsosponsors the MetLife Auxiliary Pension Plan (the“Auxiliary Plan”). The Auxiliary Plan providesbenefits which eligible employees would havereceived under the Retirement Plan if theselimitations were not imposed. Benefits under theAuxiliary Plan are calculated in substantially thesame manner as they are under the RetirementPlan. The Auxiliary Plan is unfunded, andbenefits under that plan are general promises ofpayment not secured by any rights to Companyproperty.

The Company participates in an annual survey onretirement benefits that compares the value ofpension plans among large financial andinsurance companies. The Company generallyintends, over the long-term and broadly across itspension and savings and investment programs, tooffer benefits in the median range of surveyparticipants. The survey’s participants, other thanMetLife, are:

• The Allstate Corporation• American Express Company• American International Group, Inc.• Bank of America Corporation

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• CIGNA Corporation• The Hartford Financial Services Group, Inc.• HSBC Holdings plc• John Hancock Life Insurance Company• JPMorgan Chase & Co.• Mass Mutual Life Insurance Company• Merrill Lynch & Co., Inc.• Morgan Stanley & Co. Incorporated• New York Life Insurance Company• The St. Paul Travelers Companies, Inc.• Wells Fargo & Company

For additional information about pension benefitsfor the Named Executive Officers, see the tableentitled “Pension Benefits” on page 49.

Savings and Investment Program. The Companysponsors a savings and investment program for itsemployees, in which each Executive Groupmember participates. The program consists of theSavings and Investment Plan (“Savings andInvestment Plan”), a tax-qualified definedcontribution plan under Internal Revenue CodeSection 401(k), and the Auxiliary Savings andInvestment Plan (the “Auxiliary Savings andInvestment Plan”), an unfunded nonqualifieddeferred compensation plan.

The purpose of the program is to provide ExecutiveGroup members and other employees theopportunity to save a portion of their eligiblecompensation through payroll deductions,primarily for retirement but also for otherfinancial needs. Employee contributions may bemade on a before-tax 401(k), Roth 401(k) orafter-tax basis. The Company also provides amatching contribution in order to encourage andreward such savings. The Company sponsors theAuxiliary Savings and Investment Plan to provideadditional contributions, beyond Internal RevenueCode limits, to employees who elect to contributeto the Savings and Investment Plan. These amountsfor the Named Executive Officers are reported inthe “All Other Compensation” column of theSummary Compensation Table on page 39.Because the Auxiliary Savings and InvestmentPlan is a nonqualified deferred compensationplan, the Company’s contributions to the NamedExecutive Officers’ accounts, and the NamedExecutive Officers’ accumulated accountbalances and any payouts made during 2006, are

reported in the table entitled “NonqualifiedDeferred Compensation” on page 52.

Nonqualified Deferred Compensation. TheCompany sponsors a nonqualified deferredcompensation program for its officer-levelemployees, including each Executive Groupmember. The purpose of this program is toprovide eligible employees the opportunity toenhance their financial planning options bydeferring a portion of their compensation. Seethe table entitled “Nonqualified DeferredCompensation” on page 52 for amounts ofnonqualified deferred compensation reported forthe Named Executive Officers.

Employees choose in advance the date on whichpayment of their deferred compensation will begin,and whether they want to receive payment in alump sum or in up to 15 annual payments.However, when an employees’ employmentends, the Company generally pays out in a singlelump sum the compensation that the employee hadpreviously chosen to defer, unless the employee isretirement eligible or qualifies for subsidized post-retirement benefits. This encourages employees toremain with the Company in order to continue toreceive the deferral of income taxation and pre-taxsimulated investment returns.

Perquisites

The Company provides its Executive Groupmembers with perquisites that it believes arereasonable.

To help ensure his safety and security, the Board ofDirectors requires that the Chief Executive Officeruse the Company’s aircraft for all travel, personal aswell as business. To maximize the accessibility ofExecutive Group members, the Company makesleased vehicles and drivers and outside car servicesavailable to them for commuting and personal use.

The Company has established a medical examinationprogram to promote the health of its Executive Groupmembers through annual comprehensive preventativemedical examinations. An Executive Group membermay complete a medical examination using aphysician affiliated with the program or his or herprivate physician. The Company pays the costs ofthe medical examinations and certain follow-uptesting.

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The Company makes available to its Executive Groupmembers financial planning services provided by athird party consultant. This program is designed tokeep Executive Group members focused on runningthe Company’s business rather than on financialplanning matters that can be handled by outsideprofessionals. For recordkeeping and administrativeconvenience of the Company, the Company also payscertain costs of travel and meals for family membersaccompanying Executive Group members onbusiness functions.

The incremental cost of perquisites provided to theNamed Executive Officers during 2006 is includedin the “All Other Compensation” column of theSummary Compensation Table on page 39.

Compensation of Mr. Benmosche

Mr. Benmosche retired from the Company effectiveJuly 1, 2006. Before the beginning of 2006,Mr. Benmosche and the CompensationCommittee agreed that his 2006 objective was toprovide for a successful management transition.Based upon Mr. Benmosche’s 2006 individualperformance and contribution to the Company,the Compensation Committee recommended tothe Independent Directors in February 2007 thatan AVIP award be approved for Mr. Benmosche. Inaddition, in 2006 the Compensation Committeerecommended to the Independent Directorsgrants of stock options and performance sharesfor the January 1, 2006 to December 31, 2008performance period to Mr. Benmosche inconsideration of his contributions to theCompany and the future impact of his businessdecisions. Mr. Benmosche’s AVIP award isreported in the Summary Compensation Table onpage 39 and his 2006 grants of stock options andperformance shares are reported in the tableentitled “Grants of Plan-Based Awards in 2006”on page 44.

Severance Pay and Related Benefits

If an Executive Group member’s employment withthe Company ends, he or she may be eligible for theCompany’s severance program, which is availableto substantially all salaried employees. Theseverance program encourages employees whoseemployment is ending to focus on their transition toother opportunities and allows the Company to

obtain a release of any employment-relatedclaims. The program provides employees withseverance pay, outplacement services and otherbenefits if their employment with the Companyends involuntarily due to job elimination or, inlimited circumstances, due to performance.Employees terminated for cause are not eligible.

The amount of severance pay reflects theemployees’ salary grade, base salary rate andlength of service, with longer-service employeesreceiving greater payments and benefits thanshorter-service employees given the same salarygrade and base salary. The Company also mayenter into severance agreements that can differfrom the general terms of the program, wherebusiness circumstances warrant.

Change-in-Control Arrangements

The Company has adopted arrangements thatwould impact the Executive Group members’compensation and benefits upon achange-in-control of MetLife. If achange-in-control of MetLife were to occur, theCompany’s ability to maximize shareholder valuecould be hindered if Executive Group membersleave the Company or are distracted by concernsover continued employment. The Company’schange-in-control arrangements enhance theCompany’s ability to retain Executive Groupmembers in such a situation. They also promotethe unbiased and disinterested efforts of theExecutive Group members to maximizeshareholder value during and after achange-in-control.

Employment Continuation Agreements. TheCompany has entered into employmentcontinuation agreements with Executive Groupmembers, including each of the NamedExecutive Officers. These agreements do notprovide for any payments or benefits based solelyon a change-in-control of MetLife. Rather, eachagreement provides that, if a change-in-control ofMetLife occurs while the Executive Group memberis employed by the Company, the Executive Groupmember’s employment would continue for a periodof three years and be governed by the agreementduring that time. If the Executive Group member’sterms and conditions of employment during thatthree-year period do not satisfy specified standards,

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the Executive Group member may terminateemployment and receive severance pay andrelated benefits. In addition, the Executive Groupmember would receive severance pay and relatedbenefits if the Company terminated his or heremployment during the three-year period withoutcause. This approach allows the Company to retainthe executive through the transition period, butprovides compensation if the executive’s servicesare no longer required in the new organization.Having this assurance of financial security during apotential change-in-control also allows ExecutiveGroup members to fulfill their duties and to act inthe best interests of shareholders withoutdistractions due to concerns over personalcircumstances.

Additional Change-in-Control Arrangements.The Executive Group members’ stock optionagreements, performance share agreements and

Long Term Plan opportunity awards also includechange-in-control arrangements. Thesearrangements generally provide that stock optionsand long-term incentive awards vest immediatelyupon a change-in-control. However, in each case,MetLife or its successor may substitute analternative award of equivalent value and vestingprovisions no less favorable than the award beingreplaced, rather than allow the immediate vestingto occur. This structure keeps executives whole insituations where MetLife equity may not existfollowing a change-in-control or awardsotherwise cannot or will not be replaced.

For additional information about change-in-controlarrangements, including the Company’s definitionof change-in-control for these purposes, see“Potential Payments Upon Termination orChange-in-Control” beginning on page 55.

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Summary Compensation Table

Name and PrincipalPosition Year

Salary($)

StockAwards

($)

OptionAwards

($)

Non-EquityIncentive PlanCompensation

($)

Change inPension Value

andNonqualified

DeferredCompensation

Earnings($)

All OtherCompensation

($)Total($)

C. Robert Henrikson, . . . . . 2006 $950,000 $4,234,657 $2,217,100 $4,000,000 $7,248,554 $239,259 $18,889,570Chairman of the Board,President and ChiefExecutive Officer

William J. Wheeler, . . . . . . 2006 $433,333 $ 964,901 $ 500,367 $1,700,000 $ 214,677 $ 86,688 $ 3,899,966Executive Vice Presidentand Chief Financial Officer

William J. Toppeta, . . . . . . 2006 $583,334 $2,335,645 $1,230,083 $1,100,000 $2,651,845 $105,326 $ 8,006,233President, International

Catherine A. Rein, . . . . . . . 2006 $583,334 $1,925,887 $1,091,883 $1,300,000 $ 930,342 $ 98,215 $ 5,929,661Senior Executive VicePresident and ChiefAdministrative Officer

Lisa M. Weber, . . . . . . . . . 2006 $583,333 $1,301,765 $ 745,400 $1,600,000 $ 290,155 $116,544 $ 4,637,197President, IndividualBusiness

Robert H. Benmosche, . . . . 2006 $550,000 $6,881,524 $4,545,483 $1,667,000 $5,368,623 $344,687 $19,357,317former Chairman of theBoard and ChiefExecutive Officer

Total Column

The amounts reported in the Total column do notrepresent only compensation paid and received bythe Named Executive Officers in 2006. Rather, theTotal column amounts also include items such assalary and cash incentive compensation that havebeen earned and paid (or earned and deferred), aswell as the value of items such as performanceshares and stock options which may neverbecome payable or ultimately have a value thatdiffers substantially from the values reported in this

table. The values reported for stock awards andoption awards were calculated based on theaccounting expense of all stock and stock optionawards, including in some cases those made priorto 2006, under applicable accounting standards. Inaddition, the amounts reported in the Total columninclude changes in the value of pension benefits fromyear-end 2005 to year-end 2006, which will becomepayable only after the Named Executive Officerends his or her employment.

Salary

The amount reported in the Salary column represents the amount of base salary paid to each NamedExecutive Officer. Mr. Henrikson’s base salary rate increased to $1 million when he became the Company’sChief Executive Officer on March 1, 2006. The Compensation Committee approved the following base salaryincreases for the other Named Executive Officers in 2006:

ExecutiveIncrease in Annual

Salary Rate Effective Date

William J. Wheeler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50,000 May 1, 2006William J. Toppeta . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50,000 May 1, 2006Catherine A. Rein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50,000 May 1, 2006Lisa M. Weber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $50,000 May 1, 2006

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The relationship of each Named Executive Officer’s base salary payments to the amount in the Total column isas follows:

Executive

Base Salary Paymentsas a Percentage of

Total Column

C. Robert Henrikson. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5%William J. Wheeler. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11%William J. Toppeta . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7%Catherine A. Rein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10%Lisa M. Weber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13%Robert H. Benmosche . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3%

The amounts in the Total column do not represent“total compensation” as defined for purposes of theCompany’s compensation structure andphilosophy. For additional information, see“Compensation Discussion and Analysis”beginning on page 29.

Stock Awards

The amounts reported in the Stock Awards columnrepresent the Company’s accounting expense in2006 for all outstanding opportunity awardsunder the Long Term Plan and awards ofperformance shares under Financial AccountingStandard 123 (Revised). The amounts includeawards for performance periods that began inprior years (2003, 2004, and 2005), as well as in2006.

For a description of the assumptions made indetermining these expenses, see Notes 1 and 17in the Notes to Consolidated Financial Statementsin the 2006 10-K. In determining these expenses itwas assumed that each Named Executive Officerwould satisfy any service requirements for vestingor payment of the award. As a result, while adiscount for the possibility of forfeiture of theaward was applied to determine the expenses ofthese awards as reported in the 2006 10-K, no suchdiscount was applied in determining the expensesreported in this table.

On February 28, 2006, the CompensationCommittee awarded each Named ExecutiveOfficer performance shares, payable in shares ofMetLife common stock after the end of the three-year performance period from January 1, 2006 toDecember 31, 2008. The award was made pursuantto the 2005 Stock Plan. For a description of the

material terms and performance conditions of theperformance share awards in 2006, see the tableentitled “Grants of Plan-Based Awards in 2006” onpage 44. For a description of the effect onperformance share awards of a termination ofemployment or change-in-control of MetLife, see“Potential Payments Upon Termination orChange-in-Control” beginning on page 55.

Awards made earlier than 2006 are also included inthe 2006 accounting expense reflected in the StockAwards column. Performance share awards madeto the Named Executive Officers in 2005 weremade pursuant to the 2005 Stock Plan, and hadsubstantially the same terms as the performanceshare awards in 2006. Opportunity awards made tothe Named Executive Officers in 2003 and 2004were made under the Long Term Plan. For adescription of the terms of the opportunityawards granted in 2004, see the table entitled“Outstanding Equity Awards at 2006 Fiscal Year-End” on page 46. For a description of the terms ofthe opportunity awards granted in 2003, whichvested and were paid out in 2006, see the tableentitled “Option Exercises and Stock Vested in2006” on page 48.

Option Awards

The amounts reported in the Option Awardscolumn represent the Company’s accountingexpense in 2006 for all outstanding stock optionawards under Financial Accounting Standard 123(Revised). The amounts include awards made in2003, 2004, and 2005, as well as 2006.

For a description of the assumptions made indetermining these expenses, see Notes 1 and 17of the Notes to Consolidated Financial Statements

40


in the 2006 10-K. In determining these expenses itwas assumed that each Named Executive Officerwould satisfy any service requirements for vestingor payment of the award. As a result, while adiscount for the possibility of forfeiture of theaward was applied to determine the costs ofthese awards as reported in the 10-K, no suchdiscount was applied in determining the costsreported in this table.

On February 28, 2006, the CompensationCommittee awarded each Named ExecutiveOfficer options to buy MetLife common stock ata per share exercise price equal to the closing priceof MetLife common stock on that date. The optionswere awarded pursuant to the 2005 Stock Plan. Fora description of the material terms and conditionsof the stock option awards in 2006, see the tableentitled “Grants of Plan-Based Awards in 2006” onpage 44. For a description of the effect on thisaward of a termination of employment or changein control of the Company, see “Potential PaymentsUpon Termination or Change-in-Control”beginning on page 55.

Awards made earlier than 2006 also contributed tothe 2006 accounting expense reflected in the StockAwards column. Stock option awards made to theNamed Executive Officers in 2005 were madepursuant to the 2005 Stock Plan, and hadsubstantially the same terms as the stock optionsawarded in 2006, except for exercise price. Stockoption awards made to the Named ExecutiveOfficers in 2003 and 2004 were made pursuantto the MetLife, Inc. 2000 Stock Incentive Plan andhad substantially the same terms as the stockoptions awarded in 2006, except for exerciseprice. For a description of the terms of the stockoption awards granted in 2003 and 2004, see thetable entitled “Outstanding Equity Awards at 2006Fiscal Year-End” on page 46.

Non-Equity Incentive Plan Compensation

The amounts reported in the Non-Equity IncentivePlan Compensation column are the awards made inFebruary 2007 by the Compensation Committee toeach of the Named Executive Officers under theAVIP based on 2006 performance. The awards werepayable in cash as of March 13, 2007. The factorsconsidered by the Compensation Committee indetermining the awards are discussed in the

Compensation Discussion and Analysis. For adescription of the performance goals that appliedto the awards, see the table entitled “Grants of Plan-Based Awards in 2006” on page 44.

Change in Pension Value and NonqualifiedDeferred Compensation Earnings

The amounts reported in the Change in PensionValue and Nonqualified Deferred CompensationEarnings column represent the aggregate increaseduring 2006 in the actuarial present value ofaccumulated pension benefits for each of theNamed Executive Officers. This increase reflectsadditional service in 2006, any increase in basesalary compensation rate in 2006, and any non-equity incentive compensation paid in March2006 for services in 2005. For Mr. Henrikson, theincrease reflects his status as a long-term employeewith over 34 years of service and the effect ofincreases in his compensation in connection withhis becoming Chief Executive Officer of theCompany. Mr. Henrikson and the other NamedExecutive Officers participate in the same long-standing retirement program that applies to otherCompany employees. For all employees in theTraditional Formula for their entire career whoreach full benefit status (as Mr. Henrikson will in2009), the program will, when combined with socialsecurity benefits, generally pay 60% of final averagecash compensation upon retirement. This is in linewith the large financial and insurance companieswith which the Company compares its pension plan(see “Retirement and Other Benefits — PensionProgram” beginning on page 35). Mr. Benmosche’snon-equity incentive compensation did not changethe present value of his pension benefits. For adescription of pension benefits, see the tableentitled “Pension Benefits” on page 49.

The Named Executive Officers’ earnings on theirnonqualified deferred compensation in 2006 werenot above-market or preferential. As a result,earnings credited on their nonqualified deferredcompensation are not required to be, nor arethey, reflected in this column. For a descriptionof the Company’s nonqualified deferredcompensation plans and the simulatedinvestments used to determine earnings, see thetable entitled “Nonqualified DeferredCompensation” on page 52.

41


All Other Compensation

The amounts reported in this column include all other items of compensation, regardless of amount. Some ofthose items did not exceed $10,000. The following two items exceeded $10,000:

Executive

AuxiliarySavings andInvestment

PlanContributions

Perquisitesand OtherPersonalBenefits

C. Robert Henrikson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $144,200 $86,259William J. Wheeler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 63,533 $11,933William J. Toppeta. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 64,533 $31,993Catherine A. Rein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 62,033 $27,382Lisa M. Weber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 84,533 $21,093Robert H. Benmosche . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $263,200 $72,687

Auxiliary Savings and Investment PlanContributions

The Company’s contributions to a nonqualifieddeferred compensation program, the AuxiliarySavings and Investment Plan, are made accordingto the same formula as the matching contributionsto the tax-qualified savings and investment program(which includes a 401(k) plan). The contributionsare made to the nonqualified program due toInternal Revenue Code limits on the amount ofcontributions to the tax qualified program.

Perquisites and Other Personal Benefits

The Company’s aggregate incremental cost toprovide perquisites or other personal benefits toeach Named Executive Officer is included in thiscolumn. Goods or services provided to the NamedExecutive Officers are perquisites or personalbenefits only if they confer a personal benefit onthe executive. However, goods or services that aredirectly and integrally related to the executive’s jobduties, or are offered generally to all employees, orfor which the executive fully reimbursed theCompany are not perquisites or personal benefits.Each type of perquisite or other personal benefit isidentified below. The amount associated with eachperquisite is identified in the discussion below tothe extent the amount exceeded $25,000.

Car Service. These amounts include the cost paidby the Company for car service provided byvendors for personal travel. Where the Companyused its own vehicles, the cost of tolls, fuel, anddriver overtime compensation is included.

Aircraft Use. These amounts include the variablecosts for personal use of aircraft that was charged tothe Company by the vendor that operates theCompany’s leased aircraft for trip-related crewhotels and meals, landing and ground handlingfees, hangar and parking costs, in-flight cateringand telephone usage, and similar items. Fuel costswere calculated based on average fuel cost perflight hour for each hour of personal use.Because the aircraft is leased primarily forbusiness use, fixed costs such as lease paymentsare not included in these amounts. The cost ofpersonal aircraft use by Mr. Henrikson was$51,245 and by Mr. Benmosche was $69,110.

Financial Counseling Services. These amountsinclude the cost paid by the Company forpersonal financial counseling services providedby vendors to each of the Named ExecutiveOfficers.

Medical Examinations. These amounts includethe Company’s costs to provide annual medicalexaminations and follow-up testing to the NamedExecutive Officers. The executives may use theirown health care provider or a provider affiliatedwith a Company vendor.

Personal Expenses and Guest Accommodations atCompany Conferences. These amounts includethe costs incurred by the Company for thespouses, family members, or other personalguests of the Named Executive Officer to attenda Company business conference or other event.They also reflect the cost of accommodationsprovided to the Named Executive Officer for

42


personal purposes in connection with a businessconference or other event, such as on-site lodgingprior to or after the conclusion of the conference orother event, and personal hotel charges during theevent.

Travel Reservations Services. These amountsinclude the costs paid by the Company to avendor to make personal travel reservations forthe Named Executive Officers.

43


Grants of Plan-Based Awards in 2006

Name Grant DateTarget

($)Threshold

(#)Target

(#)Maximum

(#)

All OtherOptionAwards:

Number ofSecurities

UnderlyingOptions

(#)

Exerciseor BasePrice ofOptionAwards($/Sh)

Grant DateFair Value

of Stock andOption Awards

EstimatedPossible

Payouts UnderNon-Equity

Incentive PlanAwards

Estimated Future Payouts UnderEquity Incentive Plan Awards

C. Robert Henrikson . . . . . December 13, 2005 $10,000,000February 28, 2006 10,000 40,000 80,000 $1,936,000February 28, 2006 110,000 $50.12 $1,520,200

William J. Wheeler . . . . . . December 13, 2005 $10,000,000February 28, 2006 4,000 16,000 32,000 $ 774,400February 28, 2006 45,000 $50.12 $ 621,900

William J. Toppeta . . . . . . December 13, 2005 $10,000,000February 28, 2006 4,750 19,000 38,000 $ 919,600February 28, 2006 55,000 $50.12 $ 760,100

Catherine A. Rein . . . . . . . December 13, 2005 $10,000,000February 28, 2006 4,000 16,000 32,000 $ 774,400February 28, 2006 45,000 $50.12 $ 621,900

Lisa M. Weber . . . . . . . . . December 13, 2005 $10,000,000February 28, 2006 4,750 19,000 38,000 $ 919,600February 28, 2006 55,000 $50.12 $ 760,100

Robert H. Benmosche . . . . December 13, 2005 $10,000,000February 28, 2006 25,000 100,000 200,000 $4,840,000February 28, 2006 300,000 $50.12 $4,146,000

Non-Equity Incentive Plan Awards

In December 2005, the Compensation Committeemade Mr. Henrikson and Mr. Benmosche eacheligible for an annual incentive payment for 2006performance under AVIP in an amount of up to 1%of the Company’s net operating income, but notmore than $10 million, which is the maximumaward under AVIP. For 2006, each other NamedExecutive Officer was eligible for an AVIP award inan amount up to 0.5% of the Company’s netoperating income, but not more than the$10 million maximum award under AVIP. Tenmillion dollars was less than 0.5% of theCompany’s net operating income. As a result, the$10 million figure is reflected in the Non-EquityIncentive Plan column for each Named ExecutiveOfficer. This maximum amount must be labeled“target” in this table because no other amountswere established as minimum or target awards.

In February 2007, the Compensation Committeegranted the Named Executive Officers awardsunder AVIP for 2006 performance. The amounts

of the awards are reported in the SummaryCompensation Table and, in each case, is lessthan the amount reflected in the EstimatedPossible Payouts Under Non-Equity IncentivePlan Awards column of this table. The factorsconsidered by the Compensation Committee indetermining the awards are discussed in theCompensation Discussion and Analysis.

Equity Incentive Plan Awards

The performance share awards reflected in theEquity Incentive Plan Awards column wereawarded under the 2005 Stock Plan and coverthe performance period January 1, 2006 toDecember 31, 2008. The grant date wasFebruary 28, 2006, the date that theCompensation Committee approved these awards.

Shares of MetLife common stock are payable toeligible award recipients following the completionof the performance period. The number of sharespayable at the end of the performance period iscalculated by multiplying the number of

44


performance shares by a performance factor (from0% to 200%). This factor is determined bycomparing the Company’s performance for theperformance period with that of other companiesin the Insurance Index, as measured by (i) change innet operating earnings per share, and(ii) proportionate total shareholder return. Netoperating earnings will be determined usingincome net of income taxes, but subtractinginvestment gains and losses and dividends paidon preferred shares, and excluding charges or

benefits due to accounting changes.Proportionate total shareholder return will bedetermined using the change (plus or minus) inthe initial closing price of a share of MetLife’scommon stock to the final closing price of ashare, plus reinvested dividends, for theperformance period, divided by the initial closingprice of a share. For this purpose, the initial andfinal closing prices are the average closing pricesfor 20-day periods at the beginning and end,respectively, of the performance period.

The following are some significant performance percentiles and their corresponding performance factors:

MetLife Rank as a Percentile ofCompanies in the S&P Insurance Index

Proportionate TotalShareholder ReturnPerformance Factor

Change in AnnualNet Operating

Earnings per SharePerformance Factor

TotalPerformance

Factor

75th or Above. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% 100% 200%Median . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50% 50% 100%25th . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25% 25% 50%Below 25th . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0% 0% 0%

If the Company’s performance results in a totalperformance factor of 25%, each NamedExecutive Officer would receive the number ofperformance shares reflected in the Thresholdcolumn above for that officer. This is the lowestlevel of performance for which any performanceshares would be payable. If the Company’sperformance results in a total performance factorof 100%, the Named Executive Officer wouldreceive the number of performance sharesreflected in the Target column above. If theCompany’s performance results in a totalperformance factor of 200%, the NamedExecutive Officer would receive the number ofperformance shares reflected in the Maximumcolumn above. No dividends or dividendequivalents are earned on performance shares.No monetary consideration was paid by aNamed Executive Officer for any performanceshares. For a further discussion of theperformance goals applicable to the performanceshare awards reflected in the table entitled “Grantsof Plan-Based Awards in 2006,” see“Compensation Discussion and Analysis”beginning on page 29.

All Other Option Awards

The awards reported in the All Other OptionAwards column were awarded under the 2005

Stock Plan. The exercise price of the stock optionawards ($50.12) was the closing price of MetLifecommon stock on the grant date of the options,February 28, 2006. The grant date is the date thatthe Compensation Committee approved theseawards. The stock options become exercisable atthe rate of one-third of each grant on each of the firstthree anniversaries of that grant date, and expire onthe day before the tenth anniversary of that grantdate. No monetary consideration was paid by aNamed Executive Officer for the award of any stockoptions.

Grant Date Fair Value of Stock and OptionAwards

These amounts reported in the Grant Date FairValue of Stock and Option Awards column werecalculated by multiplying the number ofperformance shares by a grant date fair value pershare of $48.40 and multiplying the number ofoptions by a grant date fair value per share of$13.82. For a description of the assumptionsmade in determining these values, see Notes 1and 17 of the Notes to Consolidated FinancialStatements in the 2006 10-K.

45


Outstanding Equity Awards at 2006 Fiscal Year-End

This table presents information about outstanding stock option awards that were granted to the NamedExecutive Officers from 2001 through 2006. The stock option awards are outstanding because they had notbeen exercised or forfeited as of December 31, 2006. This table also presents information about outstandingstock awards granted to the Named Executive Officers. The stock awards are outstanding because they hadnot vested or become payable as of December 31, 2006. The stock option awards and stock awards reportedin this table include awards granted in 2006, which are also reported in the table entitled “Grants of Plan-Based Awards in 2006.”

Name

Number ofSecurities

UnderlyingUnexercised

Options(#)

Exercisable

Number ofSecurities

UnderlyingUnexercised

Options(#)

Unexercisable

OptionExercise

Price($)

OptionExpiration

Date

Number ofShares orUnits of

Stock ThatHave Not

Vested(#)(2)

Market Valueof Shares or

Units ofStock ThatHave Not

Vested($)(3)

EquityIncentive

PlanAwards:

Number ofUnearned

Shares,Units orOther

Rights ThatHave Not

Vested(#)(4)

Equity IncentivePlan Awards:

Market orPayout Value of

UnearnedShares, Units or

Other RightsThat Have Not

Vested($)(5)

Option Awards(1)

Stock Awards

C. Robert Henrikson . . . . 80,800 0 $29.95 April 8, 2011 27,477 $1,621,451 140,000 $ 8,261,400140,000 0 $30.35 February 18, 2012115,000 0 $26.00 February 17, 201360,000 30,000 $35.26 February 16, 201430,000 60,000 $38.47 April 14, 2015

0 110,000 $50.12 February 27, 2016

William J. Wheeler . . . . . 19,175 0 $29.95 April 8, 2011 13,015 $ 768,056 68,000 $ 4,012,68038,200 0 $30.35 February 18, 201228,500 0 $26.00 February 17, 201326,668 13,332 $35.26 February 16, 201411,667 23,333 $38.47 April 14, 2015

0 45,000 $50.12 February 27, 2016

William J. Toppeta . . . . . 71,850 0 $29.95 April 8, 2011 21,692 $1,280,093 88,000 $ 5,192,880110,000 0 $30.35 February 18, 201280,000 0 $26.00 February 17, 201343,334 21,666 $35.26 February 16, 201418,334 36,666 $38.47 April 14, 2015

0 55,000 $50.12 February 27, 2016

Catherine A. Rein . . . . . 62,875 0 $29.95 April 8, 2011 20,246 $1,194,753 68,000 $ 4,012,680109,650 0 $30.35 February 18, 201275,000 0 $26.00 February 17, 201343,334 21,666 $35.26 February 16, 201418,334 36,666 $38.47 April 14, 2015

0 45,000 $50.12 February 27, 2016

Lisa M. Weber . . . . . . . 44,975 0 $29.95 April 8, 2011 22,415 $1,322,762 88,000 $ 5,192,880110,000 0 $30.35 February 18, 201280,000 0 $26.00 February 17, 201346,668 23,332 $35.26 February 16, 201418,334 36,666 $38.47 April 14, 2015

0 55,000 $50.12 February 27, 2016

Robert H. Benmosche . . . 322,600 0 $29.95 July 1, 2009 127,987 $7,552,546 455,000 $26,849,550525,000 0 $30.35 February 18, 2012450,000 0 $26.00 February 17, 2013276,668 138,332 $35.26 February 16, 2014133,334 266,666 $38.47 April 14, 2015

0 300,000 $50.12 February 27, 2016

46


(1) Two hundred of the stock options with an exercise price of $29.95 became exercisable on the thirdanniversary of their grant date of April 7, 2001. All of the other stock options became exercisable (or willdo so) at a rate of one-third of each annual grant on each of the first three anniversaries of the grant date,and have an expiration date that is the day before the tenth anniversary of the grant date.

(2) The number of units reported for each Named Executive Officer reflects dollar-denominated Long TermPlan opportunity awards for the performance period of April 1, 2004 to March 31, 2007, adjusted for thetotal shareholder return on a share of MetLife common stock through December 29, 2006, the lastbusiness day of that year, divided by the closing price on that day. The final amount payable will bedetermined by using the total shareholder return for the entire performance period. The CompensationCommittee may choose to adjust the final amount payable for the performance period by plus or minus10%. None of the stock awards reflected for any Named Executive Officer will vest or be paid, if at all,until the end of the performance period on March 31, 2007. Seventy five percent of the final amount willbe payable in the form of MetLife common stock based on the closing stock price at the end of theperformance period, and 25% will be paid in cash. The executive has the opportunity to defer receipt ofany or all the amounts to be paid, and can receive the 25% cash portion in stock, but only if the executivedefers it as a stock award. The April 1, 2004 to March 31, 2007 opportunity awards are the final grantsunder the Long Term Plan, which was replaced by a performance share program under the 2005 StockPlan.

(3) The amount reflected is the dollar-denominated Long Term Plan opportunity award for the April 1, 2004to March 31, 2007 performance period, multiplied by total shareholder return on a share of MetLifecommon stock from the beginning of the performance period through December 29, 2006, the lastbusiness day of that year. The amount assumes the Compensation Committee will finalize payments at100% of total shareholder return.

(4) None of the performance shares reflected in this column has vested or been paid, and may never vest orbe paid. If they are paid, the amount that is paid may be different than the amounts reflected in the tablesin this Proxy Statement. The number of performance shares in this column was determined by multiplyingthe aggregate performance shares awarded to each Named Executive Officer for the performance periodsof January 1, 2005 to December 31, 2007 and January 1, 2006 to December 31, 2008 by a hypotheticalperformance factor of 200%. This hypothetical performance factor is the maximum performance factorthat could be applied to the awards. The maximum performance factor has been used because it is notpossible to determine the Company’s performance in 2006 in comparison to the performance of othercompanies in the Insurance Index at the time this Proxy Statement was filed. Under the terms of theawards, the number of shares of MetLife common stock that will be paid, if any, will be determined basedupon a three-year performance period. See the table entitled “Grants of Plan-Based Awards in 2006” onpage 44 for a description of the terms of the performance share awards covering the performance periodJanuary 1, 2006 to December 31, 2008. The terms of the performance share awards covering theperformance period January 1, 2005 to December 31, 2007 are substantially similar.

(5) The hypothetical amount reflected in this column for each Named Executive Officer is equal to thenumber of outstanding performance shares reflected in the column entitled “Equity Incentive PlanAwards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” multiplied by theclosing price of the Company’s common stock on December 29, 2006, the last business day of that year.

47


Option Exercises and Stock Vested in 2006

Name

Number ofShares

Acquiredon Exercise

(#)

Value Realizedon Exercise

($)

Number of SharesAcquired on Vesting

(#)

Value Realizedon Vesting

($)

Option Awards

Stock Awards(1)

C. Robert Henrikson . . . . . . . . . . . . . . . . . — — 37,049 $1,792,075William J. Wheeler . . . . . . . . . . . . . . . . . . — — 10,334 $ 499,895William J. Toppeta . . . . . . . . . . . . . . . . . . — — 29,249 $1,414,796Catherine A. Rein . . . . . . . . . . . . . . . . . . . — — 27,299 $1,320,477Lisa M. Weber . . . . . . . . . . . . . . . . . . . . . — — 29,249 $1,414,796Robert H. Benmosche . . . . . . . . . . . . . . . . — — 175,496 $8,488,778

(1) These amounts were paid under the Long Term Plan for the performance period of April 1, 2003 toMarch 31, 2006. Each Named Executive Officer was granted an opportunity award for that performanceperiod. Following the conclusion of the performance period, the amount of the opportunity award wasmultiplied by the total shareholder return on a share of MetLife common stock during the performanceperiod. For purposes of the Long Term Plan, total shareholder return means the change (plus or minus) inthe closing price of a share of MetLife common stock from the first day of the performance period throughthe last day, plus the value of dividends paid during the performance period on such stock on a reinvestedbasis. The Compensation Committee could have increased or decreased the final amount payable by upto 10%. Based on its assessment of Company performance, it elected not to do so. Seventy-five percent ofthe final amount was payable in the form of MetLife common stock based on the closing stock price at theend of the performance period, and 25% was payable in cash using the closing price of MetLife commonstock on March 31, 2006. Each of the Named Executive Officers had the opportunity to defer any or allamounts payable, but could receive the 25% cash portion in stock only if the executive deferred it as astock payment. Mr. Henrikson deferred the receipt of his payment, including the 25% portion he electedto receive in deferred shares of MetLife common stock. Ms. Weber deferred receipt of the 75% stockportion of her payment, and deferred the 25% cash portion for later payment in cash. Mr. Wheeler,Mr. Benmosche, Mr. Toppeta, and Ms. Rein each elected to defer receipt of the 75% stock portion of theirpayment and to receive their 25% cash portion on a non-deferred basis.

48


Pension Benefits

Name Plan Name

Number of YearsCredited Service

(#)

Present Value ofAccumulated Benefit

($)

Payments DuringLast Fiscal Year

($)

C. Robert Henrikson . . . . . Metropolitan LifeRetirement Plan for UnitedStates Employees

34.5 $ 1,153,743 —

MetLife Auxiliary PensionPlan

34.5 $15,002,348 —

William J. Wheeler . . . . . . Metropolitan LifeRetirement Plan for UnitedStates Employees

9.25 $ 141,808 —


9.25 $ 527,466 —

William J. Toppeta . . . . . . Metropolitan LifeRetirement Plan for UnitedStates Employees

33.417 $ 1,033,980 —


33.417 $ 7,302,784 —

Catherine A. Rein . . . . . . . Metropolitan LifeRetirement Plan for UnitedStates Employees

21.417 $ 837,395 —


21.417 $ 5,308,972 —

Lisa M. Weber . . . . . . . . . Metropolitan LifeRetirement Plan for UnitedStates Employees

8.833 $ 134,027 —


8.833 $ 922,666 —

Robert H. Benmosche . . . . Metropolitan LifeRetirement Plan for UnitedStates Employees

10.833 $ 333,932 $13,361


10.833 $11,734,454 —

The Named Executive Officers participate in theMetropolitan Life Retirement Plan for United StatesEmployees (the “Retirement Plan”) and the MetLifeAuxiliary Pension Plan (the “Auxiliary Plan”). TheRetirement Plan is a tax-qualified defined benefitpension plan that provides benefits for employeeson the United States payroll. Employees are eligibleto participate after one year of service and becomevested in their benefits after five years of service.The amount of an employee’s pension under theRetirement Plan is calculated using historicalcompensation and other information. Since theInternal Revenue Code imposes limitations on

the amounts that could be paid under theRetirement Plan, the Company also sponsors theAuxiliary Plan to provide benefits which eligibleemployees would have received under theRetirement Plan if these limitations were notimposed. The Auxiliary Plan is a nonqualifieddeferred compensation plan that is unfunded.Benefits under the Auxiliary Plan are calculatedin substantially the same manner as they areunder the Retirement Plan.

An employee’s benefit under the Retirement Plan iscalculated under either one or a combination of

49


two different formulas. The Traditional Formula isused to calculate benefits for an employee’s servicebefore 2003. The annual benefit under this formulais determined by multiplying the employee’s yearsof service (up to 35) by the sum of (a) 1.1% of theaverage Social Security wage base over the past35-years, and (b) 1.7% of the employee’s finalaverage compensation in excess of the averageSocial Security wage base. Employees whoserved more than 35 years also receive 0.5% offinal average compensation multiplied by years andmonths of service in excess of 35 years. Anemployee’s final average compensation iscalculated by looking back at the 10-year periodprior to retirement or termination of employmentand determining the consecutive five-year periodduring which the employee’s eligiblecompensation (including base salary and AVIPawards) produces the highest average annualcompensation. When determining benefits underthe Auxiliary Plan for the Named Executive Officers(and other senior officers), final averagecompensation is calculated by looking back atthe 10-year period prior to retirement ortermination of employment and determining(a) the consecutive five-year period that wouldproduce the highest average base salary, and(b) the average of the highest five AVIP awards,regardless of whether in consecutive years, using aprojected AVIP award (equal to the highest of thelast three AVIP awards paid while the NamedExecutive Officer was in active service) for anypartial final year of employment. The sum of thehighest average annual base salary and the averageannual AVIP award is the Named ExecutiveOfficer’s final average compensation.

Employees hired before 2002 who remainedemployed throughout 2002 were given theopportunity to continue accruing their pensionbenefits under the Traditional Formula for theirbenefits for service in 2003 and later or to beginaccruing benefits for 2003 and later under thePersonal Retirement Account Formula. Allemployees hired (or rehired) during or after 2002accrue benefits under the Personal RetirementAccount Formula. Under the Personal RetirementAccount Formula, an employee is credited eachmonth with an amount equal to 5% of eligiblecompensation up to the Social Security wagebase (for 2006, $94,200), plus 10% of eligible

compensation in excess of that wage base. Inaddition, amounts in each employee’s accountearn interest at the U.S. government’s 30-yeartreasury rate. Mr. Henrikson’s, Mr. Benmosche’s,Ms. Rein’s, and Mr. Toppeta’s benefits will bedetermined exclusively under the TraditionalFormula. Mr. Wheeler’s and Ms. Weber’s benefitswill be determined using the Traditional Formulafor benefits for service prior to 2003, and thePersonal Retirement Account Formula for benefitsfor service in 2003 and later.

Whether an employee’s benefit is determinedunder the Traditional Formula or the PersonalRetirement Account Formula, the employee maychoose to receive the benefit as joint and survivorannuity, life annuity, life annuity with term certain,contingent survivor annuity, or first-to-die annuity.The Traditional Formula benefit may not be paid toemployees before their earliest retirement dateunder the plan. Employees may choose a lumpsum payout of their benefits under the PersonalRetirement Account Formula at termination oftheir employment or later. The Named ExecutiveOfficers may also select, subject to the approval ofthe Compensation Committee or its designee, thetiming and form of the Traditional Formula benefitpayment under the Auxiliary Plan, including alump sum payment. Except for the joint andsurvivor annuity when the spouse is thecontingent annuitant, the actuarial value of allforms of payment is substantially equivalent. Theactuarial value of a joint and survivor annuity whena spouse is the contingent annuitant is higherbecause the Company provides a survivorspousal benefit of up to 30% without reducingthe employee’s benefit.

The present value of a Named Executive Officer’saccumulated pension benefits under the TraditionalFormula and/or the Personal RetirementAccount Formula is reported in the table entitled“Pension Benefits.” The assumptions used in thedetermination of present value as of December 31,2006 include assumed retirement for each NamedExecutive Officer at the earliest date the executivecould retire with full pension benefits. This was theearlier of the date the executive reached at leastage 62 with at least 20 years of service, or thenormal retirement (age 65). Otherwise, theassumptions used were the same as those used

50


for financial reporting under GAAP. For adiscussion of the assumptions made regardingthis valuation, see Note 16 of the Notes toConsolidated Financial Statements included inthe 2006 10-K.

Amounts that were vested in the Auxiliary Plan after2004 are subject to the requirements of InternalRevenue Code Section 409A (“Section 409A”).Each of the Named Executive Officers who haveany amounts under the Auxiliary Plan were giventhe opportunity to choose their form of payment(including a lump sum) in 2006, and may changetheir elections through 2007 (so long as they do notbegin receiving payments in 2007), which is withinthe time period permitted for such elections underSection 409A. Payments of amounts that are subjectto the requirements of Section 409A to the top 50highest paid officers in the Company that are dueupon separation from service are delayed for sixmonths following their separation.

Employees qualify for normal retirement at age 65with at least one year of service. An employee iseligible for early retirement beginning at age 55with 15 years of service. Each year of age overage 571⁄2 reduces the number of years of service

required to qualify for early retirement, untilnormal retirement at age 65 and at least one yearof service. Mr. Henrikson, Mr. Benmosche, Ms. Reinand Mr. Toppeta were eligible for early retirementbenefits in 2006.

Early retirement payments are reduced from normalretirement benefits by an early retirement factorthat depends on the employee’s age and years ofservice at the end of employment. If an employeehas 20 years of service or more and is retirementeligible, the factors range from 72% at age 55 to100% at age 62. If an employee does not have20 years of service, the factors range from 54.8% atage 55 to 100% at age 65.

Mr. Benmosche retired effective July 1, 2006.Mr. Benmosche chose to receive his AuxiliaryPlan benefit in 240 monthly payments of$98,371.76 commencing January 1, 2010. Thiswas actuarially equivalent to the lump sum valueof that benefit on the date of his retirement.

For a discussion of service credit granted undercertain terminations of employment, see“Potential Payments Upon Termination orChange-in-Control” beginning on page 55.

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Nonqualified Deferred Compensation

The Company’s deferred compensation program offers savings opportunities to the Named ExecutiveOfficers, as well as hundreds of other eligible employees. Under this program, employees may elect todefer receipt of their base salary and incentive compensation. Income taxation on such compensation isdelayed until the employee receives payment. In addition, under the Auxiliary Savings and Investment Plan,employees receive Company contributions on a basis similar to a 401(k) matching contribution.

The following table includes the amount of their own compensation that each Named Executive Officerdeferred under the Company’s deferred compensation program in 2006 and the amount the Companycontributed to the Named Executive Officer’s Auxiliary Savings and Investment Plan account in 2006, as wellas aggregate earnings in 2006 on all deferred compensation, any distributions made in 2006, and theaggregate deferred compensation balance at the end of 2006. The aggregate balance includes any deferralsand earnings on deferrals in all years of employment, not limited to 2006.

Name

ExecutiveContributions in

Last FY($)(1)

RegistrantContributions in

Last FY($)(2)

Aggregate Earningsin Last FY

($)(3)

AggregateWithdrawals/Distributions

($)

Aggregate Balanceat Last

FYE($)

C. Robert Henrikson . . . . $1,766,090 $144,200 $1,316,923 $ 0 $ 7,987,282William J. Wheeler . . . . . $ 374,922 $ 63,533 $ 286,427 $ 0 $ 1,679,546William J. Toppeta . . . . . $1,061,097 $ 64,533 $ 892,065 $ 0 $ 5,318,214Catherine A. Rein. . . . . . $ 990,358 $ 62,033 $ 842,309 $ 0 $ 5,142,794Lisa M. Weber . . . . . . . . $1,394,281 $ 84,533 $1,026,631 $ 0 $ 8,654,336Robert H. Benmosche. . . $6,366,584 $263,200 $4,089,703 $1,995,010 $29,178,018

(1) Amounts in this column were earned under the Long Term Plan in 2006 for the performance periodApril 1, 2003 to March 31, 2006. Mr. Henrikson and Ms. Weber each elected to defer receipt of the entirepayment. Mr. Wheeler, Mr. Benmosche, Mr. Toppeta, and Ms. Rein each elected to defer receipt of the75% of the payment which was payable in the form of MetLife common stock. Each amount is net ofwithholding for certain taxes prior to deferral. The full amounts of the Long Term Plan awards are includedin the table entitled “Option Exercises and Stock Vested in 2006” on page 48. The specific amountsreported in this column do not appear in the Summary Compensation Table. However, the Company’saccounting expense in 2006 for these and all other Long Term Plan opportunity awards that wereoutstanding for any part of 2006 is reported in the Summary Compensation Table (see “Stock Awards” onpage 40).

(2) Amounts in this column are included as Auxiliary Savings and Investment Plan contributions in theamount reported in the All Other Compensation column of the Summary Compensation Table.

(3) Amounts in this column are not reported in the Summary Compensation Table.

Deferred Compensation Program

Under the Company’s deferred compensationprogram, Named Executive Officers may elect todefer receipt of up to 75% of the executive’s salaryand all of the executive’s AVIP award and anypayments that are awarded under stock awards.These deferrals are voluntary contributions of theNamed Executive Officers’ own earnings.

Payments that would have been made in MetLifecommon stock, but are deferred, remain payable inMetLife common stock. Long Term Plan awardsotherwise payable in cash may be irrevocablydeferred in the form of MetLife common stock. Inthat event, when the deferred payment is made itwill be made in shares of MetLife common stock,and not in cash. For a further description of

52


payments under the Long Term Plan, see the tableentitled “Option Exercises and Stock Vested in2006” on page 48. All other deferredcompensation is payable in cash.

Named Executive Officers may elect to receivecompensation they have deferred at a specifieddate before, upon or after retirement. In addition,Named Executive Officers may elect to receivepayments in a single lump sum or in up to 15annual installments. However, despite a NamedExecutive Officer’s election, payment is generallymade in full in a single lump sum should theexecutive terminate employment with theCompany before retirement eligibility oreligibility for subsidized post-retirement medicalbenefits.

The Company’s deferred compensation programconsists of a plan for amounts that are subject tothe requirements of Section 409A and a plan foramounts that were vested by December 31, 2004and are not subject to the requirements ofSection 409A. The terms of the plans aresubstantially similar, except that participants maychoose to receive amounts not subject toSection 409A at any time with a 10% deduction,and that payments of amounts that are subject to therequirements of Section 409A to the top 50 highestpaid officers in the Company that are due uponseparation from service are delayed for six monthsfollowing their separation.

The Company offers a range of simulatedinvestments under the deferred compensationprogram. Named Executive Officers maygenerally choose their simulated investments fortheir deferred compensation at the time they electto defer compensation, and may change theirsimulated investment selections for their existingaccount balances up to six times each calendaryear. The table below reflects the simulatedinvestment returns for 2006 on each of thealternatives offered under the program. TheMetLife Deferred Shares Fund is availableexclusively for deferred shares of MetLifecommon stock, and reflects changes in value ofMetLife common stock plus the value of imputedreinvested dividends.

Simulated Investment 2006 Return

MetLife Savings and Investment PlanFixed Income Fund . . . . . . . . . . . . 5.00%

Lord Abbett Bond Debenture Fund . . 9.35%Oakmark Fund» . . . . . . . . . . . . . . . . 18.26%MetLife Savings and Investment Plan

Small Company Stock Fund. . . . . . 11.42%Oakmark International Fund . . . . . . . 30.60%Standard & Poor’s 500» Index . . . . . . 15.80%Russell 2000» Index . . . . . . . . . . . . . 18.37%Nasdaq Composite» Index . . . . . . . . 10.28%MSCI EAFE» Index . . . . . . . . . . . . . . 26.34%Lehman Brothers» Aggregate Bond

Index . . . . . . . . . . . . . . . . . . . . . . 4.33%Merrill Lynch US High Yield Master II

Index . . . . . . . . . . . . . . . . . . . . . . 11.77%MSCI Emerging Markets IndexSM . . . . 32.17%MetLife Deferred Shares Fund . . . . . . 21.64%

Auxiliary Savings and Investment Plan

Named Executive Officers and other eligibleemployees who elect to contribute 3% of theireligible compensation under the tax-qualifiedSavings and Investment Plan receive a matchingcontribution of 4% of their eligible compensationin that plan. However, the Internal Revenue Codelimits employer “matching contributions” underthe Savings and Investment Plan. In 2006, theCompany could not match contributions oncompensation over $220,000. Named ExecutiveOfficers and other eligible employees arecredited with 4% of their eligible compensationbeyond that limit. This additional amount iscredited to an account established for theemployee under the nonqualified AuxiliarySavings and Investment Plan. No employeecontribution is required to participate in theAuxiliary Savings and Investment Plan. Theemployee’s eligible compensation under theSavings and Investment Plan and AuxiliarySavings and Investment Plan includes base salaryand AVIP awards. Employees can elect to receivetheir Auxiliary Savings and Investment Planbalances in a lump sum at termination ofemployment or in up to 15 annual installments.Employees can also elect to delay their payment, or

53


the beginning of their annual payments, up to tenyears after termination of employment.

Amounts in the Auxiliary Savings and InvestmentPlan are subject to the requirements ofSection 409A. Participants were offered theopportunity to elect the time and form of theirpayments in 2006, and will be given anopportunity to do so in 2007, which is within thetime period permitted for such elections underSection 409A. If the participant’s employmentends in the same year that the participant madean election, that election must be disregardedunder Section 409A, and any prior election madein an earlier year will instead govern the payment.Participants who do not make a valid election bythe end of their employment will be paid theirentire Auxiliary Savings and Investment Planamount in a lump sum as soon asadministratively possible following theirseparation from service, which is the currentdefault form of payment under the AuxiliarySavings and Investment Plan. Payments to the top50 highest paid officers in the Company that aredue upon separation from service are delayed forsix months following their separation, incompliance with Section 409A.

Employees may choose from a range of simulatedinvestments for their Auxiliary Savings andInvestment Plan accounts. These simulatedinvestments are identical to the basic fundsoffered under the Savings and Investment Plan.Employees may change the simulated

investments for new Company contributions totheir Auxiliary Savings and Investment Planaccounts at any time. Employees may alsochange the simulated investments for theirexisting Auxiliary Savings and Investment Planaccounts up to twice a month. Employees maynot have more than one-half of their AuxiliarySavings and Investment Plan account balances inthe MetLife Common Stock Fund. Fees are chargedto employees for moving existing balances out ofcertain international simulated investments prior topre-established holding period requirements.

The table below reflects the simulated investmentreturns for 2006 on each of the alternatives offeredunder the Auxiliary Savings and Investment Plan.The MetLife Company Stock Fund includes alimited proportion of simulated investments ininstruments other than MetLife common stock.

Simulated Investment 2006 Return

Fixed Income Fund. . . . . . . . . . . . . . 5.00%Common Stock Index Fund. . . . . . . . 15.73%Equity Fund . . . . . . . . . . . . . . . . . . . 7.50%Value Equity Fund . . . . . . . . . . . . . . 18.25%Blended Small Company Stock

Fund . . . . . . . . . . . . . . . . . . . . . . 16.60%Small Company Stock Fund . . . . . . . 11.42%International Equity Fund . . . . . . . . . 19.62%Emerging Markets Equity Fund . . . . . 27.00%MetLife Company Stock Fund . . . . . . 21.38%

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Potential Payments Upon Termination or Change-in-Control

The table and accompanying text below reflect estimated additional payments or benefits that would havebeen earned or accrued, or that would have vested or been paid out earlier than normal, had any NamedExecutive Officer (other than Mr. Benmosche) been terminated from employment or had a change-in-controlof the Company occurred on the last business day of 2006 (the “Trigger Date”). The table reflects hypotheticalpayments and benefits. None of the payments or benefits has actually been made. It does not includepayments or benefits under arrangements available on the same basis generally to all salaried employees ofthe Company. The Named Executive Officers’ pension benefits and nonqualified deferred compensation aredescribed in the tables entitled “Pension Benefits” and “Nonqualified Deferred Compensation,” respectively.

Mr. Benmosche retired prior to the last business day of 2006. As a result, he would not have been entitled toany additional benefits had a change-in-control occurred on that day. Mr. Benmosche’s non-competition/non-solicitation agreement is separately described at the end of this section.

Named Executive Officers Who Were Employed by the Company As of the Last Business Day of 2006

VoluntaryResignation

InvoluntaryTermination With

Severance Pay Death

Payments Solely onAccount of

Change-in-ControlTermination With

Severance Pay

No Change-in-Control Change-in-Control

C. Robert Henrikson . . . $27,765 $1,355,959 $8,674,951 $8,723,703 $15,842,046William J. Wheeler . . . . $ 0 $ 372,958 $3,970,341 $4,019,093 $ 6,902,934William J. Toppeta . . . . $27,765 $ 919,918 $5,633,170 $5,681,922 $ 9,266,069Catherine A. Rein . . . . . $27,765 $ 845,979 $4,868,830 $4,917,582 $ 9,009,467Lisa M. Weber . . . . . . . $ 0 $ 468,150 $5,715,407 $5,764,159 $ 9,845,720

Voluntary Termination (No Change-in-Control).None of the Named Executive Officers has anemployment agreement or other arrangement thatcalls for any severance pay in connection with avoluntary resignation from employment prior to achange-in-control. The Named Executive Officerswho were eligible to retire (“Retirement Eligible”)as of the Trigger Date (Mr. Henrikson, Mr. Toppeta,and Ms. Rein), would each have been eligible forfinancial planning services in connection with theend of their employment, regardless of the reasontheir employment ended. The estimated cost ofthose services is reflected in this table.

In addition, a Named Executive Officer who hadresigned but was Retirement Eligible as of theTrigger Date would have continued to receive thebenefit of the executive’s existing long-termincentive awards. Such an executive would havecontinued to receive payment for the executive’s2004-2007 Long Term Plan opportunity award atthe conclusion of the performance period as if the

executive had remained employed. Unless theexecutive had been involuntarily terminated forcause, each of the executive’s performanceshares would have been paid after the conclusionof the performance period as if the executive hadremained employed. In addition, unless theexecutive had been involuntarily terminated forcause, the stock options granted to the executivein 2001 would have continued to vest and remainexercisable for three years from the end of theexecutive’s employment, and all of the NamedExecutive Officers’ other stock options wouldhave continued to vest and remain exercisablefor the full ten-year term of the stock option. Theexecutive would also have been eligible for an AVIPpayment for 2006, at the discretion of theCompensation Committee. These terms apply toall employees of the Company who meet the ageand service qualifications for Retirement Eligibilityand have received such awards. See the tableentitled “Outstanding Equity Awards at 2006

55


Fiscal Year-End” on page 46 for details on thoseawards.

Any Named Executive Officer who had resigned butwas not Retirement Eligible as of the Trigger Datewould have had 30 days from the Trigger Date toexercise any stock options that had vested as of theTrigger Date, and would otherwise have forfeited alloutstanding incentive compensation awards.

Involuntary Termination With Severance Pay (NoChange-in-Control). None of the NamedExecutive Officers has an employment agreementor other arrangement that calls for any severancepay in connection with a termination ofemployment for cause. If the Named ExecutiveOfficer had been terminated for cause, theexecutive’s performance shares and stock optionswould have been forfeited and the executive wouldhave received no AVIP payment for 2006performance. For this purpose, “cause” is definedas engaging in a serious infraction of Companypolicy, theft of Company property or services orother dishonest conduct, conduct otherwiseinjurious to the interests of the Company, ordemonstrated unacceptable lateness or absenteeism.

Had a Named Executive Officer’s employmentbeen terminated due to job elimination without achange-in-control having occurred, the executivewould have been eligible to severance pay equal to28 weeks base salary plus one week for every yearof service, up to the executive’s current annual basesalary rate. If the executive had elected to receiveseverance pay in installments rather than in a lumpsum, the executive would have been entitled toreceive age and service credit enhancements equalin time to the number of weeks of salary paid asseverance pay (the “Severance Period”). ThisSeverance Period would have increased theexecutive’s pension benefits and the Company’scontributions to the executive’s post-retirementhealth benefits. In order to receive any severancepay or a Severance Period, the executive wouldhave had to enter into a separation agreement thatwould have included a release of employment-related claims against the Company(a “Separation Agreement”). Each executivewould also have been entitled to outplacementservices, and the executives who were notRetirement Eligible would have been entitled tothe same financial planning services as those

who were Retirement Eligible. The estimated costof these payments and benefits is reflected in thetable above, with increases in benefits determinedon an actuarial present value basis.

If the Named Executive Officer’s termination hadbeen due to performance, the amount of severancepay and the length of the Severance Period wouldhave each been one-half of what it would havebeen in the case of job elimination.

The effect of termination with severance pay on aNamed Executive Officer’s existing long-termincentive awards would have generally been thesame as that of a voluntary termination. However,had a Named Executive Officer been eligible forsubsidized post-retirement medical benefits on theTrigger Date, the executive would have receivedthe benefit of all Long Term Plan awards, and allother long-term incentive awards made in 2005 orlater, on the same basis as those who wereRetirement Eligible. The Company has the rightto offer additional payments in exchange for aSeparation Agreement in consideration offorfeitures of long-term incentive awards or forother reasons.

Death (No Change-in-Control). Had a NamedExecutive Officer died on the Trigger Date, thatexecutive’s long-term incentive awards would havevested and become payable immediately. TheCompany would have paid the executive’s2004-2007 Long Term Plan opportunity awardusing total shareholder return through the TriggerDate, and would have paid the executive’sperformance shares using 100% of performanceshares granted (“Target Performance”). All of theexecutive’s stock options would have becomeimmediately exercisable. These terms apply to allemployees of the Company who have been madesuch awards.

The estimated cost of these payments and benefits isreflected in the table above. The payment on long-term incentive awards was calculated using theclosing price of MetLife common stock on theTrigger Date (the “Trigger Date Closing Price”).

Payments Solely on Account of aChange-in-Control. The Company’s definition ofchange-in-control is: any person acquiresbeneficial ownership of 25% or more of MetLife’svoting securities (for this purpose, persons include

56


any group under Rule 13d-5(b) under the SecuritiesExchange Act, not including MetLife, any affiliate ofMetLife, any Company employee benefit plan, orthe MetLife Policyholder Trust); a change in themajority of the membership of MetLife’s Board ofDirectors (other than any director nominated orelected by other directors) occurs within any24-month period; or a completed transactionafter which the previous shareholders of MetLifedo not own the majority of the voting shares in theresulting company, or do not own the majority ofthe voting shares in each company that holds morethan 25% of the assets of MetLife prior to thetransaction.

Had a change-in-control occurred on the TriggerDate, each Named Executive Officer’s long-termincentive awards would have vested. The Companywould have paid out each executive’s 2004-2007Long Term Plan opportunity award in cash usingtotal shareholder return through the Trigger Dateand the change-in-control price of MetLifecommon stock. The Company would also havepaid out the executive’s performance shares incash using Target Performance and thechange-in-control price of MetLife commonstock. Each executive’s stock options would havebecome immediately exercisable, and theCompensation Committee could have chosen tocancel each option in exchange for a cash paymentequal to the difference between the exercise priceof the stock option and the change-in-control price.In each case, the Company could have chosen tosubstitute an award with at least the same value andat least equivalent material terms (an “AlternativeAward”), rather than accelerate or pay out theexisting award. In addition, upon achange-in-control, each of the Named ExecutiveOfficers would have been eligible for four years offinancial planning services regardless oftermination of employment.

The estimated cost of these payments and benefits isreflected in the table above. The payment as a resultof long-term incentive awards was calculated usingthe Trigger Date Closing Price and assumes noAlternative Award was made.

Termination with Severance Pay(Change-in-Control). MetLife has entered intoemployment continuation agreements with eachNamed Executive Officer and certain other

executives. Had a change-in-control occurred onthe Trigger Date, each Named Executive Officer’semployment continuation agreement would havebecome effective. The executive’s employmentwould have been governed by the agreement forthree years beginning with that date (the“Agreement Term”).

If the executive’s terms and conditions ofemployment during the Agreement Term had notsatisfied specified standards, the executive couldhave terminated employment and receivedseverance pay and related benefits. Thesestandards include: base pay no lower than thelevel paid before the change-in-control; annualbonus opportunities at least the same as otherCompany executives; participation in all long-term incentive compensation programs for keyexecutives at least the same level as otherexecutives of the Company of comparable rank;aggregate annual bonus and long-termcompensation awards at least equal to theaggregate value of such awards for any of threeyears prior to the change-in-control; a prorataannual bonus for any fiscal year that extendsbeyond the end of the three-year period at leastequal to the same prorata portion of any of the threeannual bonuses awarded prior to thechange-in-control; participation in all Companypension, deferred compensation, savings, andother benefit plans at the same level as or betterthan those made available to other similarly-situated officers; vacation, indemnification, fringebenefits, and reimbursement of expenses on thesame basis as other similarly-situated officers; and awork location at the same office as the executivehad immediately prior to the change-in-control, orwithin 50 miles of that location.

In addition, if the Company had involuntarilyterminated the Named Executive Officer’semployment without cause during the AgreementTerm, the executive would have received severancepay and related benefits. For these purposes, causeis defined as the executive’s conviction or plea ofnolo contendere to a felony, dishonesty or grossmisconduct which results or is intended to result inmaterial damage to the Company’s business orreputation, or repeated, material, willful anddeliberate violations by the executive of theexecutive’s obligations.

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Had a Named Executive Officer qualified forseverance pay as of the Trigger Date, the amountwould have been three times the sum of theexecutive’s annual rate of pay plus the average ofthe executive’s AVIP awards for the three fiscalyears prior to the change-in-control. Theexecutive’s related benefits would have includedup to three years continuation of existing medical,dental, and long-term disability plan benefits, aswell as additional service credit for pensionbenefits for up to three years or until theexecutive’s 65th birthday (whichever comes first).The agreements also provide that the executivewould be made whole for any excise taxes dueas a result of payments exceeding thechange-in-control excise tax threshold.Mr. Wheeler’s agreement provides that he will bemade whole for such taxes only if the aggregatevalue of payments exceeds the amount that couldbe paid without incurring an excise tax by at leastten percent, and otherwise that payments will bereduced to the maximum amount that could bepaid without incurring an excise tax. The estimatedcost of these payments and benefits is reflected inthe table above, using the Trigger Date ClosingPrice and the actuarial present value ofcontinuation of benefits and additional servicecredit.

Mr. Benmosche’s Non-Competition/Non-Solicitation Agreement

Mr. Benmosche retired from the Company effectiveJuly 1, 2006. In connection with his retirement, theCompany entered into an agreement withMr. Benmosche to assure that, for a reasonableperiod following his retirement, he may notengage in activities on behalf of certaincompetitors, solicit employees or interfere withthe Company’s business relationships. Under thisagreement, Mr. Benmosche agreed not to provideservices to, or otherwise become associated with,in any active fashion, whether as an officer,

consultant, agent, partner or otherwise, a numberof the Company’s principal competitors or theiraffiliates or subsidiaries (the “RestrictedCompetitors”) for an 18 month period followinghis retirement (that is, until December 31, 2007).Mr. Benmosche also agreed that, during that samerestricted period, he will not solicit for employmentor otherwise induce any of the Company’s officersor other employees to leave MetLife’s employ, orhire any such person or any person who had been inMetLife’s employ as of Mr. Benmosche’s retirementdate or during the six-month period precedingMr. Benmosche’s retirement date. Additionally,under the agreement, during the restrictedperiod, Mr. Benmosche agreed not to solicit anyof the Company’s customers, suppliers, vendors orother business relations on behalf of any RestrictedCompetitor, or to otherwise encourage any suchperson to cease doing business with MetLife, or tootherwise limit the extent of its businessrelationships with the Company.

In consideration of, and subject to Mr. Benmosche’scompliance with, these commitments and the otherterms of the agreement, commencing January 1,2010, the Company will pay Mr. Benmosche, or hisdesignated beneficiary, a monthly benefit for aperiod of 20 years. These future payments had anapproximate present value of $6 million as of thedate of the agreement. As part of the agreement,Mr. Benmosche also reaffirmed the commitmentspreviously made under the Company’s Agreementto Protect Corporate Property and, subject tostandard exceptions (such as for judicial process),made commitments not to use or disclose, directlyor indirectly, any privileged, confidential orproprietary business information to MetLife’sclients or business partners. The agreement alsocontains provisions recognizing the Company’sright to enforce these covenants, includingthrough the issuance of injunctive relief, and astandard general release of all claims againstMetLife in connection with his employment.

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Security Ownership of Directors and Executive Officers

The table below shows the number of equity securities of MetLife beneficially owned on March 1, 2007 byeach of the Directors and Named Executive Officers of MetLife and all the Directors and executive officers, asa group.

Securities beneficially owned include shares held in each Director’s or executive officer’s name, shares heldby a broker for the benefit of the Director or executive officer, shares which the Director or executive officercould acquire within 60 days (as described in notes (3), (4) and (5) below), shares held indirectly in theSavings and Investment Plan and other shares which the Director or executive officer may directly orindirectly have or share voting power or investment power (including the power to direct the disposition ofthe shares). None of the Directors or executive officers of the Company beneficially owned Floating RateNon-Cumulative Preferred Stock, Series A, of the Company or 6.375% Common Equity Units of the Companyas of March 1, 2007.

Name

Amount andNature ofBeneficialOwnership

(1)(2)(3)(4)(5)Percent of

Class

Amount andNature ofBeneficial

Ownership(8)Percent of

Class

Common Stock6.50% Non-Cumulative

Preferred Stock,Series B

C. Robert Henrikson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 577,636 * — —Curtis H. Barnette . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,100 * — —Sylvia M. Burwell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,978 * — —Burton A. Dole, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,396 * — —Cheryl W. Grisé . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,461 * — —James R. Houghton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,100 * — —R. Glenn Hubbard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 446 * — —Harry P. Kamen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,553 * 1,000 **Helene L. Kaplan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,755 * — —John M. Keane . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,006 * — —James M. Kilts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 715 * — —Charles M. Leighton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,650 * — —Hugh B. Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,005 * — —David Satcher. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 439 * — —Kenton J. Sicchitano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,005 * — —William C. Steere, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,262 * — —Robert H. Benmosche . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,313,621 * — —Catherine A. Rein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 402,838 * — —William J. Toppeta . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 423,213 * — —Lisa M. Weber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 389,610 * —William J. Wheeler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175,763 * — —Board of Directors of MetLife, but not in each Director’s

individual capacity(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274,293,334 36.3% — —All Directors and executive officers, as a group(7) . . . . . . . . . . 2,395,646 * 1,000 **

* Number of shares represents less than one percent of the number of shares of common stock outstandingat March 1, 2007.

** Number of shares represents less than one percent of the number of shares of 6.50% Non-CumulativePreferred Stock, Series B (“Series B Preferred Shares”), outstanding at March 1, 2007.

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(1) Each Director and executive officer has sole voting and investment power over the shares shown in thiscolumn opposite his or her name, except as indicated in notes (2) and (3) below.

Additionally, Mr. Henrikson has shared investment and voting power over 479 shares included in thiscolumn and he disclaims beneficial ownership of 20 shares included in this column.

(2) Includes shares held by the MetLife Policyholder Trust allocated to the Directors and Named ExecutiveOfficers in their individual capacities as beneficiaries of the Trust, as follows:

Name

Shares Held inPolicyholder

Trust Name


Trust Name


Trust

Henrikson. . . . 509 Kaplan . . . . . . 10 Benmosche. . . 350Barnette . . . . . 10 Leighton . . . . . 79 Rein . . . . . . . . 10Dole. . . . . . . . 15 Price . . . . . . . 10 Toppeta . . . . . 344Houghton . . . . 10 Satcher . . . . . . 260 Weber . . . . . . 10Kamen . . . . . . 86 Steere . . . . . . . 10 Wheeler . . . . . 10

Directors and executive officers as of March 1, 2007, as a group, were allocated 1,484 shares asbeneficiaries of the MetLife Policyholder Trust in their individual capacities. The beneficiaries have soleinvestment power and shared voting power with respect to such shares. Note (6) below describesadditional beneficial ownership attributed to the Board of Directors as an entity, but not to any Director inan individual capacity, of shares held by the MetLife Policyholder Trust.

(3) Includes shares that are subject to options which were granted under the 2000 Directors Stock Plan, the2000 Stock Plan or the 2005 Stock Plan and are exercisable within 60 days of March 1, 2007. The numberof such options held by each Director and Named Executive Officer is shown in the following table:

Name

Number ofOptions

Exercisablewithin 60 days Name

Number ofOptions

Exercisablewithin 60 days Name

Number ofOptions

Exercisablewithin 60 days

Henrikson . . . 522,467 Kamen . . . . . . 6,836 Steere . . . . . . . 6,836Barnette . . . . . 6,836 Kaplan . . . . . . 6,836 Benmosche. . . 2,079,268Burwell . . . . . 553 Keane. . . . . . . 1,210 Rein . . . . . . . . 364,193Dole . . . . . . . 6,836 Leighton . . . . . 6,836 Toppeta . . . . . 381,852Grisé . . . . . . . 178 Price . . . . . . . 6,836 Weber . . . . . . 359,977Houghton . . . . 6,836 Sicchitano . . . 1,536 Wheeler . . . . . 164,209

Mr. Kilts, who was elected to the Board as of January 1, 2005, and Messrs. Hubbard and Satcher, whowere elected to the Board as of February 1, 2007, did not receive stock options because compensation forDirectors is no longer payable by MetLife in the form of stock options, but is paid 50% in cash and 50% instock.

All Directors and executive officers as of March 1, 2007, as a group, held 2,098,508 options exercisablewithin 60 days of March 1, 2007.

(4) Includes shares the Director or executive officer deferred under the Company’s deferred compensationprogram (“Deferred Shares”) but could acquire within 60 days of March 1, 2007, such as by endingemployment or service as a Director, or by taking early distribution of the shares with a 10% deduction asdescribed on page 53. Does not include Deferred Shares to the extent the Company would delay paymentin order to comply with Section 409A, as described on page 53.

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(5) Includes Long Term Plan payouts that will be received within 60 days of March 1, 2007 by Mr. Benmoschein connection with his retirement. See page 55 for a discussion of the impact of retirement on the receiptof Long Term Plan payouts.

(6) The Board of Directors of MetLife, as an entity, but not any Director in his or her individual capacity, isdeemed to beneficially own the shares of common stock held by the MetLife Policyholder Trust becausethe Board will direct the voting of those shares on certain matters submitted to a vote of shareholders. Thisnumber of shares deemed owned by the Board of Directors is reflected in Amendment No. 28 toSchedule 13D referred to below under the heading “Security Ownership of Certain Beneficial Owners”on page 63.

(7) Does not include shares of MetLife common stock held by the MetLife Policyholder Trust that arebeneficially owned by the Board of Directors, as an entity, as described in note (6), but includes the sharesallocated to the Directors in their individual capacities, as described in note (2). Includes2,098,508 shares that are subject to options that are exercisable within 60 days of March 1, 2007 byall Directors and executive officers of the Company as of March 1, 2007, as a group, including the sharesthat are subject to options described in note (3). Does not include 2,313,621 shares of MetLife commonstock beneficially owned by Mr. Benmosche, who retired from the Company effective July 1, 2006 andwas not an executive officer as of March 1, 2007.

(8) The beneficial owner of the Series B Preferred Shares has sole voting and investment power over theshares shown in this column opposite his name. Holders of Series B Preferred Shares do not vote in theelection of Directors, and otherwise have limited voting rights.

Deferred Shares Not Beneficially Owned and Deferred Share Equivalents.

Deferred Shares that could not be acquired within 60 days of March 1, 2007 are not considered beneficiallyowned. Deferred cash compensation or auxiliary benefits that Directors or executive officers have chosen tobe measured in value by the performance of MetLife common stock (“Deferred Share Equivalents”) are alsonot deemed beneficially owned because their payment is not made in MetLife common stock. Each,however, aligns the Directors’ and Named Executive Officers’ interests with the interests of the Company’sshareholders since the value of Deferred Shares and Deferred Share Equivalents depends upon the price ofMetLife common stock. The table below sets forth information on the Directors’ and Named ExecutiveOfficers’ Deferred Shares that could not be acquired within 60 days and their Deferred Share Equivalents, asof March 1, 2007.

NameDeferred Shares and/or

Deferred Share Equivalents

Henrikson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56,798Grisé. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,825Kamen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,350Kaplan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,614Kilts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,488Leighton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,856Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,036Satcher . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310Sicchitano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,522Steere . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,459Benmosche . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 205,788Rein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,387Toppeta. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,133Weber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,375Wheeler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,942

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Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Exchange Act requires the Company’s Directors, executive officers and holders of morethan 10% of the Company’s common stock to file with the SEC initial reports of ownership and reports ofchanges in ownership of common stock and other equity securities of the Company. Such persons arerequired by SEC regulations to furnish the Company with copies of all Section 16(a) forms filed by such personwith respect to the Company. The Company believes that during fiscal 2006, except for one report not timelyfiled by Mr. Kamen regarding ownership of 86 shares of MetLife’s common stock held in the MetLifePolicyholder Trust, all filings required to be made by reporting persons were timely made in accordance withthe requirements of the Exchange Act.

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Security Ownership of Certain Beneficial Owners

The following persons have reported to the SEC beneficial ownership of more than 5% of MetLife commonstock:

Name and Address of Beneficial Owner

Amount andNature ofBeneficialOwnership

Percent ofClass

Beneficiaries of the MetLife Policyholder Trust(1) . . . . . . . . . . . . . . . . . . . . . . 274,293,334 36.3%c/o Wilmington Trust Company, as TrusteeRodney Square North1100 North Market StreetWilmington, DE 19890

FMR Corp.(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,253,335 6.216%82 Devonshire StreetBoston, Massachusetts 02109

Barclays Global Investors, NA(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,129,064 5.14%45 Fremont StreetSan Francisco, California 94105

(1) The Board of Directors of the Company has reported to the SEC that, as of February 26, 2007, it, as anentity, had shared voting power over 274,293,334 shares of MetLife common stock held in the MetLifePolicyholder Trust. The Board’s report is in Amendment No. 28, filed on March 1, 2007, to the Board’sSchedule 13D. MetLife created the Trust when Metropolitan Life Insurance Company, a wholly-ownedsubsidiary of MetLife, converted from a mutual insurance company to a stock insurance company in April2000. At that time, eligible Metropolitan Life Insurance Company policyholders received beneficialownership of shares of MetLife common stock, and MetLife transferred these shares to a Trust, which is therecord owner of the shares. Wilmington Trust Company serves as Trustee. The policyholders, as Trustbeneficiaries, have sole investment power over the shares, and can direct the Trustee to vote their shareson matters identified in the Trust Agreement. However, the Trust Agreement directs the Trustee to vote theshares held in the Trust on some shareholder matters as recommended or directed by MetLife’s Board ofDirectors and, on that account, the Board, under SEC rules, shares voting power with the Trustbeneficiaries and the SEC has considered the Board, as an entity, a beneficial owner under the rules.

(2) Based solely on a Schedule 13G filed with the SEC on February 14, 2007 by FMR Corp. (“FMR”) andEdward C. Johnson 3d, Chairman of FMR (together, the “FMR Reporting Persons”). The FMR ReportingPersons each reported aggregate beneficial ownership at December 31, 2006 of 47,253,335 shares ofMetLife common stock, including ownership attributable to the investment advisory and investmentmanagement activities of Fidelity Management & Research Company, Strategic Advisers, Inc., PyramisGlobal Advisors, LLC, Pyramis Global Advisors Trust Company and Fidelity Management Trust Company,each a wholly-owned subsidiary of FMR, and of Fidelity International Limited (“FIL”), an entity controlledpredominantly by members of the family of Mr. Johnson or trusts for their benefit. FIL and FMR disclaim thatthey are a “group” for purposes of the SEC beneficial ownership rules. The Schedule 13G reports, withrespect to such shares, sole dispositive power over 47,253,335 shares and sole voting power over3,039,881 shares. Included in the shares reported to be beneficially owned are 9,779,284 shares thatFMR estimates are receivable upon settlements of certain stock purchase contracts constituting part ofMetLife’s 6.375% Common Equity Units.

(3) Based solely on a Schedule 13G filed with the SEC on January 23, 2007 by Barclays Global Investors, NA,Barclays Global Fund Advisors, Barclays Global Investors, Ltd, Barclays Global Investors Japan Trust and

63


Banking Company Limited, and Barclays Global Investors Japan Limited (together, the “Barclays ReportingPersons”). The Barclays Reporting Persons reported aggregate beneficial ownership at December 31, 2006 of39,129,064 shares of MetLife common stock, which are reported held in trust accounts for the economicbenefit of the beneficiaries of those accounts. The Barclays Reporting Persons disclaim that they constitute a“group” for purposes of the SEC beneficial ownership rules. The Schedule 13G reports, with respect to suchshares, sole dispositive power over 39,129,064 shares, and sole voting power over 34,579,372 shares.

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Appendix A

Categorical Standards Regarding Director Independence

(Excerpt from Corporate Governance Guidelines)

The Board of Directors has developed the following categorical standards for determining the materiality ofrelationships that the Directors may have with the Company. A Director shall not be deemed to have amaterial relationship with the Company that impairs the Director’s independence as a result of any of thefollowing relationships:

• the Director is an officer or other person holding a salaried position of an entity (other than a principal,equity partner or member of such entity) that provides professional services to the Company and theamount of all payments from the Company to such entity during the most recently completed fiscal yearwas less than two percent of such entity’s consolidated gross revenues;

• the Director is the beneficial owner of less than five percent of the outstanding equity interests of an entitythat does business with the Company;

• the Director is an executive officer of a civic, charitable or cultural institution that received less than thegreater of $1 million or two percent of its consolidated gross revenues, as such term is construed by theNew York Stock Exchange for purposes of Section 303A.02(b)(v) of the Corporate Governance Standards,from the Company and the MetLife Foundation for each of the last three fiscal years;

• the Director is an officer of an entity that is indebted to the Company, or to which the Company is indebted,and the total amount of either the Company’s or the business entity’s indebtedness is less than three percentof the total consolidated assets of such entity as of the end of the previous fiscal year; and

• the Director obtained products or services from the Company on terms generally available to customers ofthe Company for such products or services.

The Board retains the sole right to interpret and apply the foregoing standards in determining the materialityof any relationship.

The Board shall undertake an annual review of the independence of all non-management Directors. Toenable the Board to evaluate each non-management Director, in advance of the meeting at which the reviewoccurs, each non-management Director shall provide the Board with full information regarding the Director’sbusiness and other relationships with the Company, its affiliates and senior management.

Directors must inform the Board whenever there are any material changes in their circumstances orrelationships that could affect their independence, including all business relationships between aDirector and the Company, its affiliates, or members of senior management, whether or not suchbusiness relationships would be deemed not to be material under any of the categorical standards setforth above. Following the receipt of such information, the Board shall reevaluate the Director’sindependence.


A-1

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metlife proxy statement2007

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