metlife proxy statement2008

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

March 18, 2008

Dear Shareholder:

You are cordially invited to attend MetLife, Inc.’s 2008 Annual Meeting, which will be held on Tuesday,April 22, 2008 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 III Directors, the ratification of theappointment of Deloitte & Touche LLPas MetLife, Inc.’s independent auditor for 2008, 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 2008 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 22, 2008 at 10:30 a.m., Eastern DaylightTime. At the meeting, shareholders will act upon the following matters:

1. The election of five Class III Directors;

2. The ratification of the appointment of Deloitte & Touche LLP as MetLife, Inc.’s independentauditor for the fiscal year ending December 31, 2008; 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 February 28, 2008 will be entitledto vote at the Annual Meeting.

By Order of the Board of Directors,

Gwenn L. CarrSenior Vice President and Secretary

New York, New YorkMarch 18, 2008

Important Notice Regarding the Availability of Proxy Materials for theShareholder Meeting to be held on April 22, 2008

The accompanying Proxy Statement and the MetLife, Inc. 2007 Annual Report to Shareholders are availableat http://investor.metlife.com.

Table of Contents

Proxy Statement — 2008 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Information About the 2008 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Compensation of Non-Management Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Stock Ownership Guidelines for Non-Management Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Directors’ Retirement Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Codes of Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41Grants of Plan-Based Awards in 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45Outstanding Equity Awards at 2007 Fiscal Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47Option Exercises and Stock Vested in 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49Pension Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Nonqualified Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Potential Payments Upon Termination or Change-in-Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57Security Ownership of Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Deferred Shares Not Beneficially Owned and Deferred Share Equivalents . . . . . . . . . . . . . . . . . . 64Section 16(a) Beneficial Ownership Reporting Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

Security Ownership of Certain Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

Appendix A — Categorical Standards Regarding Director Independence . . . . . . . . . . . . . . . . . . . . . A-1Appendix B — Reconciliation of Non-GAAP Financial Measures . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

Proxy Statement — 2008 Annual Meeting

This Proxy Statement contains information about the2008 Annual Meeting of MetLife, Inc. (MetLife or theCompany), which will be held in the Versailles Roomon the 2nd Floor of the St. Regis Hotel, Two East55thStreet, New York, New York onTuesday, April 22,2008 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 18, 2008.

Information About the 2008 Annual Meeting and Proxy Voting

Your vote is important.

Whether or not you plan to attend the 2008 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 also may 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 2008 Annual Meeting:

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

2. The ratification of the appointment of anindependent auditor to audit theCompany’s financial statements for thefiscal year ending December 31, 2008.

The Board of Directors recommends that you voteFOR these proposals.

The Board did not receive any notice prior to thedeadline for submission of additional business thatany other matters might be presented for a vote atthe 2008 Annual Meeting. However, if anothermatter were to be presented, the proxies woulduse their own judgment in deciding whether tovote 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 February 28, 2008 (RecordDate) are entitled to vote at the 2008 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 2008 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 also may 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 21, 2008.

• 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.

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MetLife 2008 Proxy Statement

• Votes submitted by mail, on the Internet or bytelephone will be voted by the individualsnamed on the proxy card in the manner youindicate. If you do not specify how your sharesare to be voted, the proxies will vote your sharesFOR the election of the five nominees for Class IIIDirector (Class III Nominees) listed on pages 6and 7 of this Proxy Statement and FOR theratification of the appointment of Deloitte &Touche LLP as MetLife’s independent auditorfor the fiscal year ending December 31, 2008.

Attending the 2008 Annual Meeting.

MetLife shareholders of record or their dulyappointed proxies are entitled to attend the 2008Annual 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 2008 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 BNY Mellon Shareowner Services, P.O.Box 3510, South Hackensack, NJ 07606-9210prior to the 2008 Annual Meeting;

• sending your notice of revocation so that it isreceived by MetLife, Inc., c/o BNY MellonShareowner Services, P.O. Box 3510, SouthHackensack, NJ 07606-9210 prior to the 2008Annual Meeting or sending your notice ofrevocation to MetLife via the Internet at

http://www.proxyvoting.com/met no later than11:59 p.m., Eastern Daylight Time, on April 21,2008;

• subsequently voting on the Internet or bytelephone no later than 11:59 p.m., EasternDaylight Time, on April 21, 2008; or

• attending the 2008 Annual Meeting and voting inperson.

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

Voting by participants in retirement and savingsplans.

Mellon Bank, N.A., as Trustee for the Savings andInvestment Plan for Employees of Metropolitan Lifeand Participating Affiliates Trust, the New EnglandLife Insurance Company 401(k) Savings Plan andTrust, the New England Life Insurance CompanyAgents’ Retirement Plan and Trust, and the NewEngland Life Insurance Company Agents’ DeferredCompensation Plan and Trust, will vote the MetLifeshares in these plans in accordance with the votinginstructions given by plan participants to the Trustee.Instructions on voting appear on the votinginstruction form distributed to plan participants.The Trustee must receive the voting instructions ofa plan participant no later than 5:59 p.m., EasternDaylight Time, on April 18, 2008 to vote inaccordance with the instructions. The Trustee willgenerally vote the shares held by each plan for whichit does not receive voting instructions in the sameproportion as the shares held by such plan for whichit does receive voting 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 2008 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 2008 Annual Meeting.

There were 711,647,311 shares of MetLifecommon stock outstanding as of the February 28,2008 Record Date. Each of those shares is entitledto one vote on each matter to be voted on at the2008 Annual Meeting.

Quorum.

To conduct business at the 2008 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 III Nominees. Thismeans that the Class III 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.

Subject to exceptions set forth in the Company’sCertificate of Incorporation, a majority of the sharesvoting will be sufficient to approve any matter otherthan the election of Directors properly broughtbefore the meeting, including the ratification ofthe appointment of Deloitte & Touche LLP asMetLife’s independent auditor.

Majority voting standard in Director elections.

The Company’s By-Laws provide that in anuncontested election, such as the election of theClass III Directors at the 2008 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 shareholdervote whether to accept or reject the tendered

resignation. 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 (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 not becounted 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 2008 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 13 out of 16 Directors attended the2007 Annual Meeting, including two Directors whoretired from the Board at the time of the meeting.

Cost of soliciting proxies for the 2008 AnnualMeeting.

The Company has retained BNY Mellon ShareownerServices to assist with the solicitation of proxies fromthe Company’s shareholders of record. For theseservices, the Company will pay BNY MellonShareowner Services a fee of approximately$9,500, plus expenses. The Company also willreimburse banks, brokers or other nominees fortheir costs of sending the Company’s proxymaterials to beneficial owners. Directors, officers orother MetLife employees also may solicit proxies fromshareholders in person, or by telephone, facsimiletransmission or other electronic means ofcommunication, but will not receive any additionalcompensation for such services.

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Other Information

Shareholder proposals — deadline for submissionof shareholder proposals for the 2009 AnnualMeeting.

Rule 14a-8 of the Securities Exchange Act of 1934,as amended (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 2009 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 18,2008. Proposals must comply with all therequirements of Rule 14a-8.

A shareholder who wishes to present a matter foraction at MetLife’s 2009 Annual Meeting, butchooses not to do so under Rule 14a-8 of theExchange Act, must deliver to the CorporateSecretary of MetLife on or before December 23,2008, 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 2008Annual Meeting.

The preliminary voting results will be announced atthe 2008 Annual Meeting. The final voting resultswill be published in the Company’s QuarterlyReport on Form 10-Q for the quarter endingMarch 31, 2008.

Electronic delivery of the Proxy Statement andAnnual Report to Shareholders.

If you are a shareholder of record, you mayelect to receive future annual reports toshareholders and proxy statements electronicallyby consenting to electronic delivery online at

http://bnymellon.com/shareowner/isd. If youchoose to receive your proxy materialselectronically, your choice will remain in effectuntil you notify MetLife that you wish todiscontinue electronic delivery of thesedocuments. You may provide your notice toMetLife via the Internet athttp://bnymellon.com/shareowner/isd or bywriting to MetLife, Inc., c/o BNY MellonShareowner Services, P.O. Box 3510, SouthHackensack, NJ 07606-9210. In the UnitedStates, 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.

Principal executive offices.

The principal executive offices of MetLife, Inc. 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, 2007 (2007 Form 10-K),address your request to MetLife Investor Relations,MetLife, Inc., One MetLife Plaza, 27-01 QueensPlaza North, Long Island City, New York11101-4007, or call 1-800-649-3593. The 2007Form 10-K may also be accessed on the Internetat http://investor.metlife.com by selecting FinancialInformation, SEC Filings, MetLife, Inc. View SECFilings, and at the SEC’s website 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 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 aMetLife security holder. The Corporate Secretary ofMetLife may require reasonable evidence that thecommunication or other submission is, in fact, from aMetLife security holder before transmitting it to theBoard 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 Directorsmay be submitted by writing to the address set forth tothe right.

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


Communications 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 thecommunication as intended for the AuditCommittee, 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 2008 Annual Meeting, five Class III Directorswill be elected for a term ending at the Company’s2011 Annual Meeting. Each Class III Nominee iscurrently serving as a Director of MetLife and hasagreed to continue to serve if elected. The Board ofDirectors has no reason to believe that anyNominee would be unable to serve if elected;however, if for any reason a Nominee shouldbecome unable to serve at or before the 2008Annual Meeting, the Board could reduce the sizeof the Board or nominate someone else for election.If the Board were to nominate someone else tostand for election at the 2008 Annual Meeting,the proxies could use their discretion to vote forthat person.

If elected, William C. Steere, Jr., a Class IIINominee, is expected to retire from the Boardeffective as of the 2009 Annual Meeting, inaccordance with the Board’s retirement policy(see page 26 for a discussion of the Board’sretirement policy). Also in accordance with theBoard’s retirement policy, James R. Houghtonand Helene L. Kaplan, each a Class III Director,and Charles M. Leighton, a Class II Director, willretire from the Board of Directors effective as of the2008 Annual Meeting. As a result, the size of theBoard is being reduced to 13 members effective asof the 2008 Annual Meeting.

For additional information about the classes ofDirectors, see “Information About the Board ofDirectors — Responsibilities, Independence andComposition of the Board of Directors”beginning on page 13.

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

Sylvia Mathews Burwell, age 42, 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 from 2002 to April 2006. Prior to joining

the Foundation, she served as Deputy Director ofthe Office of Management and Budget inWashington, D.C. from 1998. Ms. Burwell servedas Deputy Chief of Staff to President Bill Clintonfrom 1997 to 1998, and was Chief of Staff toTreasury Secretary Robert Rubin from 1995 to1997. She also served as Staff Director for theNational Economic Council from 1993 to 1995.Ms. Burwell was Manager of President Clinton’seconomic transition team. Prior to that, she was anAssociate at McKinsey and Company from 1990through 1992. She is a member of the Board ofDirectors of the Council on Foreign Relations, and amember of the Pacific Council on InternationalPolicy, the Aspen Strategy Group, the TrilateralCommission and the Nike Foundation AdvisoryGroup. In addition, Ms. Burwell is a GoverningCouncil Member of the Miller Center of PublicAffairs at the University of Virginia. Ms. Burwellreceived a bachelor’s degree in government, cumlaude, from Harvard University in 1987 and abachelor’s degree in philosophy, politics andeconomics from Oxford University, where shewas a Rhodes Scholar. Ms. Burwell has been aDirector of MetLife and Metropolitan LifeInsurance Company since 2004.

Eduardo Castro-Wright, age 53, is President andChief Executive Officer of Wal-Mart Stores, USA.Mr. Castro-Wright joined Wal-Mart in 2001 andworked in Mexico through 2005, first as Presidentand later as Chief Executive Officer of Wal-Mart deMexico. He then joined Wal-Mart in the U.S. asChief Operating Officer of the Wal-Mart Storesdivision in early 2005 and was promoted to hiscurrent role later that year. Previously, he was thePresident and Chief Executive Officer of HoneywellTransportation and Power Systems Worldwide.Prior to that, he was President of HoneywellAsia/Pacific. He also held several leadershippositions at Nabisco, Inc., including President ofNabisco Asia/Pacific, as well as President and ChiefExecutive Officer of the company’s businesses inVenezuela and Mexico. Mr. Castro-Wright is aDirector of the Hispanic Scholarship Fund and

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Students in Free Enterprise. He received a bachelorof science degree in mechanical engineering fromTexas A&M University. Mr. Castro-Wright has beena Director of MetLife and Metropolitan LifeInsurance Company since March 2008.

Cheryl W. Grisé, age 55, was Executive VicePresident of Northeast Utilities, a public utilityholding company, from December 2005 until herretirement effective June 2007, Chief ExecutiveOfficer of its principal operating subsidiaries fromSeptember 2002 to January 2007, President of theUtility Group of Northeast Utilities ServiceCompany from May 2001 to January 2007,President of the Utility Group of NortheastUtilities from May 2001 to December 2005, andSenior Vice President, Secretary and GeneralCounsel of Northeast Utilities from 1998 to2001. Ms. Grisé is a Director of Pall Corporation.She also serves on the Boards of the University ofConnecticut Foundation and the Kingswood-Oxford School, and is a Senior Fellow of theAmerican Leadership Forum. She received abachelor of arts degree from the University ofNorth Carolina at Chapel Hill and a law degreefrom Thomas Jefferson School of Law, and hascompleted the Yale Executive ManagementProgram. Ms. Grisé has been a Director ofMetLife and Metropolitan Life InsuranceCompany since 2004.

William C. Steere, Jr., age 71, 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., HealthManagement Associates, Inc., the New YorkBotanical Garden, and the Naples PhilharmonicCenter for the Arts. He is a Trustee of the New YorkUniversity Medical Center and a member of theBoard of Overseers of the Memorial Sloan-Kettering Cancer Center. Mr. Steere received abachelor’s degree from Stanford University. Hehas been a Director of MetLife since 1999 and aDirector of Metropolitan Life Insurance Companysince 1997. Mr. Steere was appointed as LeadDirector of MetLife’s Board of Directors onJanuary 18, 2006.

Lulu C. Wang, age 63, is Chief Executive Officer ofTupelo Capital Management LLC, an investmentmanagement firm which she founded in 1997.

Ms. Wang has been engaged in professionalmoney management since 1972. Prior tofounding Tupelo Capital Management, she servedas Director and Executive Vice President ofJennison Associates Capital Corporation. Beforejoining Jennison in 1988, Ms. Wang oversawequities management at Equitable CapitalManagement as Senior Vice President andManaging Director. Ms. Wang serves on theBoards of the Asia Society, Columbia BusinessSchool, Metropolitan Museum of Art, RockefellerUniversity, WNYC Public Radio and theCommittee of 100. She also serves as TrusteeEmerita of Wellesley College and as a ConsultingDirector of the New York Community Trust.Ms. Wang received her bachelor of arts degreefrom Wellesley College and a masters in businessadministration from Columbia Business School.She is a chartered financial analyst. Ms. Wanghas been a Director of MetLife and MetropolitanLife Insurance Company since March 2008.

The following Class III Directors are continuingin office until the 2008 Annual Meeting:

James R. Houghton, age 71, is Chairman Emeritusand Director of Corning Incorporated, a globaltechnology company, was Chairman of the Boardfrom 2002 to April 2007, and was its ChiefExecutive Officer from April 2002 to April 2005.He also served as Chairman and Chief ExecutiveOfficer of Corning from 1983 to 1996, Chairman ofthe Board Emeritus of Corning from 1996 to June2000 and Non-Executive Chairman of the Board ofCorning from June 2000 to April 2002.Mr. Houghton is also a Director of ExxonMobilCorporation and Market Street Trust Company.Mr. Houghton is Trustee and Chairman of theMetropolitan Museum of Art, the Morgan Libraryand Museum, Hospital for Special Surgery and theCorning Foundation, 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.

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Helene L. Kaplan, age 74, has been Of Counsel tothe law firm of Skadden, Arps, Slate, Meagher &Flom LLP since 1990. She is a Director of VerdeExploration, Ltd. and a former Director ofJ.P. Morgan Chase & Co., ExxonMobilCorporation, The May Department Stores andVerizon Communications, Inc. Mrs. Kaplan is aMember (and former Director) of the Council onForeign Relations. She is a Trustee and Vice-Chairof The American Museum of Natural History andHonorary Trustee and former Chair of CarnegieCorporation of New York. She is Chair Emeritaand Trustee Emerita of Barnard College andTrustee Emerita of The J. Paul Getty Trust and TheInstitute for Advanced Study. Mrs. Kaplan is aFellow of the American Philosophical Societyand the 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.

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

C. Robert Henrikson, age 60, 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 35-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.

John M. Keane, age 65, is the co-founder and SeniorManaging Director of Keane Advisors, LLC, aprivate equity investment firm, President of GSI,LLC, an independent consulting firm, SeniorAdvisor to Kohlberg, Kravis, Roberts and Co., aprivate equity firm specializing in managementbuyouts, and an Advisor to the Chairman andChief Executive Officer of URS Corporation, aglobal engineering design firm. General Keaneserved in the U.S. Army for 37 years. He wasVice Chief of Staff and Chief Operating Officer ofthe Army from 1999 until his retirement in October2003. He is a Director of General DynamicsCorporation and a member of the Board ofManagers of Allied Security Holdings LLC. Healso is a military contributor and analyst withABC News and is a member of the United StatesDepartment of Defense Policy Board. He alsoserves on the Boards of the KnollwoodFoundation, the Pentagon Memorial Fund, theArmy Heritage Foundation, the George C.Marshall Foundation and the Rand Corporation.General Keane received a bachelor’s degree inaccounting from Fordham University and amaster’s degree in philosophy from WesternKentucky University. General Keane has receivedhonorary doctorate degrees in law and publicservice from Fordham University and EasternKentucky University, respectively. General Keanehas been a Director of MetLife and MetropolitanLife Insurance Company since 2003.

Hugh B. Price, age 66, 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 LLP

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from September 2003 until September 2005 andserved 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 a director of the Jacob BurnsFilm Center. Mr. Price received a bachelor’sdegree from Amherst College and received a lawdegree from Yale Law School. He has been aDirector of MetLife since 1999 and a Director ofMetropolitan Life Insurance Company since 1994.

Kenton J. Sicchitano, age 63, 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.

The following Class II Directors are continuingin office until the 2010 Annual Meeting:

Burton A. Dole, Jr., age 70, is the retired Chairmanof Dole/Neal, LLC, a privately-held energymanagement firm. Mr. Dole was a Partner andChief Executive Officer of MedSouth TherapyAssociates, LLC, a rehabilitative health carecompany, from 2001 to 2003, and was Chairmanof the Board of Nellcor Puritan Bennett,Incorporated, a medical equipment company,from 1995 until his retirement in 1997. He wasChairman of the Board, President and ChiefExecutive Officer of Puritan Bennett,

Incorporated from 1986 to 1995. Mr. Dole servedas Chairman of the Board of Directors of the KansasCity Federal Reserve Bank and Federal ReserveAgent from 1992 through 1994. Mr. Dole was aDirector of New England Mutual Life InsuranceCompany from 1994 to 1996, before it wasacquired by Metropolitan Life InsuranceCompany. He served as Chairman of theConference of Chairmen of the Federal ReserveSystem in 1994. He received both a bachelor’sdegree in mechanical engineering and a master’sdegree in business administration from StanfordUniversity. Mr. Dole has been a Director ofMetLife since August 1999 and a Director ofMetropolitan Life Insurance Company since 1996.

R. Glenn Hubbard, Ph.D., age 49, has been theDean of the Graduate School of Business atColumbia University since 2004 and the RussellL. Carson Professor of Finance and Economics since1994. Dr. Hubbard has been a professor of theGraduate 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 Group, Inc., DukeRealty Corporation, KKR Financial Holdings LLCand Ripplewood Holdings. He is also a Director orTrustee of the Economic Club of New York, TaxFoundation, Resources for the Future, ManhattanCouncil, and Fifth Avenue Presbyterian Church,New York, and a member of the Advisory Boardof the National 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. Hehas been a Director of MetLife and MetropolitanLife Insurance Company since February 2007.

James M. Kilts, age 60, has been Partner,Centerview Partners Management, LLC, a

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financial advisory firm, since October 2006. Hehad been Vice Chairman of the Board of TheProcter & Gamble Company from October 2005,following the merger of The Gillette Company withProcter & Gamble, until October 2006. Previouslyand, until October 2005, he had served asChairman of the Board, Chief Executive Officerand President of Gillette since January 2001,February 2001 and November 2003, respectively.Prior to joining Gillette, Mr. Kilts was President andChief Executive Officer of Nabisco Group HoldingsCorp. from December 1999 until it was acquired inDecember 2000 by Philip Morris Companies Inc.,now Altria Group Inc. He was President and ChiefExecutive Officer of Nabisco Holdings Corp. andNabisco 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 Pfizer, Inc. and MeadWestvacoCorporation, and a member of the SupervisoryBoard of the Nielsen Company, a leading globaland information media company. He also serves onthe Board of Overseers of Weill Cornell MedicalCollege. Mr. Kilts currently serves on the Board ofDirectors of The New York Times Company but haselected not to stand for reelection at the annualmeeting of stockholders to be held on April 22,2008. A graduate of Knox College, Mr. Kilts serveson the College’s Board of Trustees, is Chairman ofthe Advisory Council of the University of ChicagoGraduate School of Business and is a Trustee of theUniversity of Chicago. He previously wasChairman of the Grocery Manufacturers ofAmerica. Mr. Kilts has been a Director of MetLifeand Metropolitan Life Insurance Company since2005.

David Satcher, M.D., Ph.D., age 67, is the Directorof the Satcher Health Leadership Institute and theCenter of Excellence on Health Disparities at theMorehouse School of Medicine (MSM), where healso occupies the Poussaint-Satcher-Cosby Chair inMental Health. From December 2004 to July 2006,Dr. Satcher served as the President of MSM. FromSeptember 2002 to December 2004, Dr. Satcherwas the Director of the National Center for PrimaryCare at MSM. Dr. Satcher completed his four-yearterm as the 16th Surgeon General of the UnitedStates in February 2002, after which he served as aSenior Visiting Fellow with the Kaiser FamilyFoundation until he assumed the post of Directorof the National Center for Primary Care. Dr. Satcherserved as the U.S. Assistant Secretary for Healthfrom 1998 to January 2001, and from 1993 to 1998,he was the Director of the Centers for DiseaseControl and Prevention and the administrator ofthe Agency for Toxic Substances and DiseaseRegistry. Dr. Satcher is a member of the Board ofDirectors of Johnson & Johnson, the Kaiser FamilyFoundation, the Community Foundation of GreaterAtlanta and the United Way of Atlanta, and is Co-Chair of the Advertising Council’s AdvisoryCommittee on Public Issues. Dr. Satcher has beena Director of MetLife and Metropolitan LifeInsurance Company since February 2007.

The following Class II Director is continuing inoffice until the 2008 Annual Meeting:

Charles M. Leighton, age 72, 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 abachelor’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.

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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, 2008.

The Audit Committee has appointed Deloitte &Touche LLP (Deloitte) as the Company’sindependent auditor for the fiscal year endingDecember 31, 2008, subject to shareholderratification. Deloitte has served as independentauditor of MetLife and most of its subsidiaries,including Metropolitan Life Insurance Company,for many years. Its long term knowledge of theMetLife group of companies, combined with itsinsurance industry expertise, has enabled it tocarry out its audits of the Company’s financialstatements with effectiveness and efficiency.

In considering Deloitte’s appointment, the AuditCommittee reviewed the firm’s qualifications andcompetencies, including the following factors:

• Deloitte’s status as a registered publicaccounting firm with the Public CompanyAccounting Oversight Board (United States)(PCAOB) as required by the Sarbanes-OxleyAct of 2002 (Sarbanes-Oxley) and the Rules ofthe PCAOB;

• Deloitte’s independence and its processes formaintaining its independence;

• the results of the independent review of the firm’squality control system;

• the key members of the engagement team for theaudit of the Company’s financial statements;

• Deloitte’s approach to resolving significantaccounting and auditing matters includingconsultation with the firm’s national office; and

• Deloitte’s reputation for integrity andcompetence in the fields of accounting andauditing.

The Audit Committee assures the regular rotation ofthe audit engagement team partners as required bylaw.

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 Committee pre-approves the audit services that the Company expectsto be performed by the independent auditor inconnection with the audit of the Company’sfinancial statements for the next fiscal year, and theaudit-related, tax and other permitted non-auditservices that management may desire to engage theindependent auditor to perform during the next fiscalyear. In addition, the Audit Committee approves theterms of the engagement letter to be entered into bythe Company with the independent 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 2008Annual 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 MetLife Audit Committee in accordance with itspre-approval procedures.

Independent Auditor’s Fees for 2007 and 2006(1)2007 2006

Audit Fees(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $40.4 million $44.5 millionAudit-Related Fees(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4 million 7.0 millionTax Fees(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0 million 1.9 millionAll Other Fees(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.1 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. Such fees in fiscal years 2007 and 2006 wereapproved by the Audit Committee.

(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, accounting consultations and audits in connection with proposed orconsummated acquisitions, control reviews, attest services not required by statute or regulation, andconsultation 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) 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 on a number of governance-relatedmatters. In January 2008, the Board amended theCorporate Governance Guidelines to establishguidelines for ownership of MetLife stock by Non-Management Directors. For more information aboutthe stock ownership guidelines, see “StockOwnership Guidelines for Non-ManagementDirectors” on page 25.

Other topics covered by the Guidelines include:

• Director qualifications, independence andresponsibilities;

• the identification of candidates for Boardpositions;

• the Committees of the Board;

• management succession;

• Director access to management and outsideadvisors;

• Director compensation;

• the appointment of a Lead Director by theIndependent Directors; and

• the Board’s majority voting standard inuncontested Director elections, which is alsoreflected in the Company’s By-Laws.

A printable version of the Corporate GovernanceGuidelines may be found on MetLife’s website athttp://www.metlife.com/corporategovernance. Acopy of the Corporate Governance Guidelinesalso may be obtained by any shareholder bysubmitting a written request to MetLife, Inc., OneMetLife Plaza, 27-01 Queens Plaza North, LongIsland City, NY 11101-4007, Attention: CorporateSecretary.

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 officers of the Companywho are subject to the reporting requirements ofSection 16(a) of the Exchange Act (ExecutiveOfficers). The Board currently consists of16 Directors, 15 of whom are both Non-Management Directors and IndependentDirectors. Effective as of the 2008 AnnualMeeting, the size of the Board is being reducedto 13 members, 12 of whom are both Non-Management Directors and IndependentDirectors. A Non-Management Director is aDirector who is not an officer of the Company orof any entity in a consolidated group with theCompany. An Independent Director is a Non-Management Director who the Board ofDirectors has affirmatively determined has nomaterial relationships with the Company or anyof its consolidated subsidiaries and isindependent within the meaning of the New YorkStock Exchange Inc.’s Corporate GovernanceStandards (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(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 websiteat http://www.metlife.com/corporategovernanceunder the link “Corporate Governance Guidelines.”

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The Board has affirmatively determined that SylviaMathews Burwell, Eduardo Castro-Wright, BurtonA. Dole, Cheryl W. Grisé, James R. Houghton, R.Glenn Hubbard, Helene L. Kaplan, John M. Keane,James M. Kilts, Charles M. Leighton, Hugh B. Price,David Satcher, Kenton J. Sicchitano, William C.Steere, Jr. and Lulu C. Wang are all IndependentDirectors who do not have any materialrelationships with the Company or any of itsconsolidated subsidiaries.

Mrs. Kaplan is Of Counsel to the law firm ofSkadden, Arps, Slate, Meagher & Flom, LLP(Skadden), which provides legal services to theCompany and its affiliates. Under the CategoricalStandards, a Director’s independence is notimpaired because the Director holds a salariedposition at an entity (other than a principal,equity partner or member of such entity) thatprovides professional services to the Companyand the amount of all payments from theCompany to the entity during the most recentlycompleted fiscal year was less than two percent ofthe other entity’s consolidated gross revenues. Indetermining that Mrs. Kaplan is independent, theBoard considered that the payments received bySkadden from the Company in 2007 were less thantwo percent of Skadden’s consolidated grossrevenues. In addition, Mrs. Kaplan is paid asalary by Skadden and has no ownership ormanagement rights in the firm. Mrs. Kaplan willretire from the Board of Directors effective as of the2008 Annual Meeting.

Ms. Grisé was an executive officer of NortheastUtilities until her retirement in June 2007.Northeast Utilities and its subsidiaries haveissued debt securities and commercial paper thatis held by MetLife. In determining that Ms. Grisé’sformer position with Northeast Utilities had notimpaired her independence, the Boardconsidered that MetLife’s holdings of thesesecurities constitute less than three percent ofNortheast Utilities’ total consolidated assets atSeptember 30, 2007, based on informationavailable to the Company, which is the relevantthreshold under the Categorical Standards.

In determining that Ms. Burwell is independent, theBoard considered that Ms. Burwell’s sister is anexecutive officer of Local Initiatives SupportCorporation (LISC), a not-for-profit corporation

that provides financial and other support toresident-led community-based developmentorganizations. Metropolitan Life InsuranceCompany is a lender to LISC under its socialinvestment program and also holds equityinvestments in certain LISC-related partnerships.The MetLife Foundation makes financialcontributions to LISC and holds an equityinvestment in a LISC-related partnership. TheBoard of Directors did not consider Ms. Burwell’ssister’s relationship with LISC to be material toMs. Burwell’s independence because the LISC-related transactions were each made in theordinary course and Ms. Burwell’s sister has notbeen directly engaged in any of these transactions.In addition, the Board considered that ifMs. Burwell’s relationship with LISC had beendirect rather than indirect, the financialtransactions involving Metropolitan LifeInsurance Company, the MetLife Foundation andLISC would not exceed the relevant thresholds inthe Categorical Standards.

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 III Directors with termsexpiring at the 2008 Annual Meeting, four are Class IDirectors with terms expiring at the 2009 AnnualMeeting, and five are Class II Directors with termsexpiring at the 2010 Annual Meeting. As a result ofthe retirement of three Directors and reduction of thesize of the Board to 13 members, effective as of the2008 Annual Meeting, the size of Class III will bereduced to five Directors and the size of Class II willbe reduced to four Directors.

Executive Sessions of Non-Management Directors.The Non-Management Directors of the Company (allof whom were also Independent Directors of theCompany during 2007) meet in regularlyscheduled executive sessions without the presenceof the Company’s management. If the group of Non-Management Directors were to include Directorswho were not also Independent Directors, theIndependent Directors would meet, at least once ayear, in an executive session that included onlyIndependent Directors. The Independent Directorsannually appoint a Lead Director, who presideswhen the Non-Management Directors meet inexecutive session. Mr. Steere has served as LeadDirector since January 2006.

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Director Nomination Process. Potentialcandidates for nomination as Directors areidentified by the Governance Committee and theBoard of Directors through a variety of means,including recommendations of search firms,Board members, Executive Officers andshareholders. Potential candidates for nominationas Director must provide written information abouttheir qualifications and participate in interviewsconducted by individual Board members.Candidates are evaluated based on theinformation supplied by the candidates andinformation obtained from other 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 the2009 Annual Meeting must be received by theCorporate Secretary no later than December 23,2008.

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’swritten 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 the

person 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 candidatewhom the Company would recommend forelection to the Board 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 shall 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 businessand shall be in agreement with the values ofthe Company as embodied in its codes ofconduct.

• 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 shallnot have been convicted in a criminalproceeding or be named a subject of apending criminal proceeding (excluding trafficviolations and other minor offenses). Suchperson shall not have been found in a civilproceeding to have violated any federal orstate securities or commodities law, and shallnot be subject to any court or regulatory order ordecree limiting his or her business activity,including in connection with the purchase orsale of any security or commodity.

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• Other Factors. Such person shall have othercharacteristics considered appropriate formembership on the Board of Directors,including significant experience andaccomplishments, an understanding of finance,sound business judgment, and an appropriateeducational 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 2007.In 2007, there were 10 regular and special meetingsof the Board of Directors. All Directors with theexception of Sylvia Mathews Burwell attendedmore than 75% of the aggregate number ofmeetings of the Board of Directors and theCommittees on which they served during 2007.Ms. Burwell was on maternity leave fromSeptember 1, 2007 to December 31, 2007.During this period, she continued to receive andreview all materials provided to Board membersand members of the Board Committees on whichshe serves, and engaged in discussions with otherDirectors and members of Company management.

Procedures for Reviewing Related PersonTransactions.

The Company has established written proceduresfor the review, approval or ratification of relatedperson transactions. A Related Person Transactionincludes certain financial transactions,arrangements or relationships in which theCompany is or is proposed to be a participantand in which a Director, Director nominee orExecutive Officer of the Company or any of theirimmediate family members has or will have amaterial interest. Related Person Transactionsmay 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 or

an entity with which the related person isaffiliated;

• 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 Companyare required to report Related Person Transactionsin writing to the Company. The GovernanceCommittee reviews, approves or ratifies RelatedPerson Transactions involving Directors, Directornominees and the Chief Executive Officer or any oftheir immediate family members. A vote of amajority of disinterested Directors of theGovernance Committee is required to approve orratify a transaction. The Chief Executive Officerreviews, approves or ratifies Related PersonTransactions involving Executive Officers of theCompany (other than the Chief Executive Officer)or any of their immediate family members. TheChief Executive Officer may refer any suchtransaction to the Governance Committee forreview, approval or ratification if he believes thatsuch referral would be appropriate.

The Governance Committee or the Chief ExecutiveOfficer will approve a Related Person Transaction ifit is fair and reasonable to the Company andconsistent with the best interests of the Company,taking into account the business purpose of thetransaction, whether the transaction is entered intoon an arm’s-length basis on terms fair to theCompany, and whether the transaction isconsistent with applicable codes of conduct of theCompany. If a transaction is not approved or ratified,it may be referred to legal counsel for review andconsultation regarding possible further action by theCompany. Such action may include terminating thetransaction if not yet entered into or, if it is an existingtransaction, rescinding the transaction or modifying

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it in a manner that would allow it to be ratified orapproved in accordance with the procedures.

Board Committees.

MetLife’s Board of Directors has designated sevenBoard 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,Governance and Finance and Risk PolicyCommittees. Metropolitan Life InsuranceCompany also has designated Board Committees,including an Investment Committee. EachCommittee of the Board of Directors has a Charterthat 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 theseCharters are available on MetLife’s websiteat http://www.metlife.com/corporategovernance.Print copies of these Charters also may beobtained by submitting a written request toMetLife, Inc., One MetLife Plaza, 27-01 QueensPlaza 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 the

process by which the Company undertakes riskmanagement and risk assessment, and reviewsthe performance of the Company’s internal auditfunction;

• discusses with management, the Company’sGeneral Auditor and the independent auditorthe Company’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 2008 report being presented on pages 28 and29 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 ten times during 2007.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 Executive

17


Officer’s total compensation level based on suchevaluation;

• reviews and recommends approval by the Boardof Directors of the total compensation of otherofficers 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 2008 Report appears on page 30 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 officers 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.

To assist the Committee in carrying out itsresponsibilities, the Compensation Committee, atits sole initiative without seeking arecommendation from MetLife management,selected and retained Hewitt Associates, Inc.(Hewitt) as its executive compensationconsultant. Hewitt provides the Committee withcompetitive market compensation data andoverall market trends about executivecompensation, advises the Committee about the

overall design and implementation of MetLife’sexecutive compensation programs, and providesongoing advice to the Committee aboutregulatory and accounting developments thatmay affect the Company’s executivecompensation programs. The fees paid to Hewittfor providing such consulting services to theCompensation Committee in 2007 were $196,621.

With the knowledge and concurrence of theCommittee, the Company has retained a separateand distinct unit of Hewitt to providerecordkeeping and call center services for theCompany’s retirement program, as well asbenefits analyses, communications, and othergeneral human resources consulting. Theaggregate fees for Hewitt’s services to theCompany and its affiliates (other than those forconsulting services to the CompensationCommittee) for 2007 were $6,659,546.

The Committee believes that Hewitt as itscompensation consultant must be able to providecandid, direct, independent and objective advice tothe Committee that is not influenced by any otherrelationship that Hewitt might have with theCompany. To that end:

• the Committee on its own initiative selected andretained Hewitt as its consultant;

• Hewitt reports directly to the Committee aboutexecutive compensation matters;

• Hewitt meets with the Committee in executivesessions that are not attended by any of theCompany’s Executive Officers and Hewitt hasdirect access to the Chair and members of theCommittee between meetings; and

• the Committee does not direct Hewitt to performits services in any particular manner or under anyparticular method.

The Committee annually receives informationrelating to all services that Hewitt provides to theCompany and the fees that Hewitt receives for suchservices. The Committee closely examines the stepsthat Hewitt has taken to ensure the independence

18


of its executive compensation consulting practice.The Committee has been informed that:

• Hewitt has segregated the executivecompensation consulting practice into a single,separate business unit within Hewitt;

• Hewitt pays its executive compensationconsultants based solely on the results ofindividual performance and that of theexecutive compensation practice, and notbased on the performance of any other part ofHewitt;

• Hewitt ensures that the compensation of itsexecutive compensation consultants is notimpacted by the overall performance of Hewittby eliminating equity awards from theircompensation; and

• Hewitt ensures that its executive compensationconsultants do not oversee, sell, or manage otherHewitt services for their board-level clients.

For these reasons, the Committee believes that it isreceiving independent and objective executivecompensation advice from Hewitt.

For information about the key factors that theCompensation Committee considers indetermining the compensation of the members ofthe Company’s Executive Group, which iscomprised of the most senior executives of theCompany, as well as the role of the ChiefExecutive Officer in setting such compensation,see “Compensation Discussion and Analysis”beginning on page 31. Also see theCompensation Discussion and Analysis forinformation about compensation paid to theNamed Executive Officers listed in the SummaryCompensation Table on page 41.

The Compensation Committee met six times during2007.

Compensation Committee Interlocks and InsiderParticipation.

No member of the Compensation Committee hasever been an officer or employee of MetLife or anyof its subsidiaries. During 2007, no ExecutiveOfficer of MetLife served as a director or memberof the compensation committee (or othercommittee serving an equivalent function) of anyother entity, one of whose executive officers is or

has been a Director of MetLife or a member ofMetLife’s Compensation Committee.

The Executive Committee

The Executive Committee may exercise the powersand authority of the Board of Directors duringintervals between meetings of the Board ofDirectors. The Executive Committee did not meetduring 2007.

The Finance and Risk Policy Committee

In June 2007, the Board of Directors established theFinance and Risk Policy Committee and transferredto it certain finance and risk oversightresponsibilities previously performed by theGovernance Committee.

The Finance and Risk Policy Committee, whichconsists entirely of Independent Directors,

• assists the Board in overseeing the Company’sfinancial policies and strategies, capital structureand dividend policies, and internal riskmanagement functions;

• approves or recommends for Boardconsideration financial matters such as theissuance or repurchase of the Company’ssecurities, payment of dividends on theCompany’s securities, acquisitions ordispositions of businesses, and funding of theCompany’s subsidiaries; and

• reviews the Company’s policies, practices andprocedures regarding risk assessment,management, and mitigation.

A more detailed description of the role andresponsibilities of the Finance and Risk PolicyCommittee is set forth in the Committee’s Charter.

The Finance and Risk Policy Committee met threetimes during 2007.

The Governance Committee

In June 2007, the Board of Directors adopted arevised Charter for the Governance Committee.Certain finance and risk oversight responsibilitiespreviously performed by the GovernanceCommittee were transferred to a newly-established Finance and Risk Policy Committee.

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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;

• develops and recommends corporate governanceguidelines to the Board;

• recommends to the Board policies andprocedures regarding shareholder nominationof Director candidates;

• recommends to the Board policies andprocedures regarding communication withNon-Management Directors;

• reviews, approves or ratifies, in accordance withapplicable policies and procedures establishedby the Company, Related Person Transactionsinvolving Directors, Director nominees and theChief Executive Officer or any of their immediatefamily members, as well as any transactionsreferred to the Committee by the ChiefExecutive Officer; and

• performs other duties and responsibilities,including recommending the appointment ofDirectors to serve as the Chairs and members ofthe Committees of the Board, overseeing theBoard’s self-evaluation process, 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.

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 to advise it on the design anddevelopment of the current compensationprogram for Non-Management Directors,including Director compensation levels andamounts paid to Directors for service as aCommittee Chair or as the Lead Director. Hewittalso provided the Committee with market data on

director compensation at comparator companies.For additional information about compensationpaid to Non-Management Directors in 2007, see“Compensation of Non-Management Directors —2007 Director Compensation Table” and theaccompanying narrative beginning on page 23.

The Governance Committee met seven timesduring 2007.

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 Public Responsibility Committee met threetimes during 2007.

The Sales Practices Compliance Committee

The Sales Practices Compliance Committee

• oversees compliance matters concerning the saleor marketing of insurance products to individualsand institutions by MetLife’s subsidiaries;

• 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 concerning activitiesrelated to sales practices compliance matters,

20


including reports from the leadership of theCompany’s Corporate Ethics and ComplianceDepartment concerning allegations of fraud andmisconduct and unethical business practices andreports of any significant investigations bygovernmental authorities.

The Sales Practices Compliance Committee metthree times during 2007.

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, withinspecified limits and guidelines, to make and sellinvestments for Metropolitan Life InsuranceCompany’s general account and separateaccounts consistent with applicable laws andregulations and applicable standards of 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.

The Investment Committee met eight times during2007.

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

MEMBERSHIP ON BOARD COMMITTEES

Audit Compensation ExecutiveFinance andRisk Policy Governance

PublicResponsibility

SalesPractices

Compliance

Investment(MetropolitanLife Insurance

Company)

C. R. Henrikson s

k k

S. M. Burwell k k k k

B. A. Dole, Jr. k k k

s

C.W. Grisé k k

s

k k

J. R. Houghton s

k k k k

R.G. Hubbard k k k k

H. L. Kaplan k

s

k k k

J. M. Keane k k k

J. M. Kilts k k k

C. M. Leighton k k

s

k

H. B. Price k

s

k

D. Satcher k k k k

K. J. Sicchitano k k k k k

W. C. Steere, Jr. k

s

k k k k

(s = Chair k = Member)

Eduardo Castro-Wright and Lulu C. Wang were elected to the Board of Directors effective March 3, 2008. TheCompany currently expects that at the Board of Directors meeting to be held on April 22, 2008, Mr. Castro-Wright will be appointed to the MetLife Audit Committee, Compensation Committee and GovernanceCommittee, and Ms. Wang will be appointed to the MetLife Governance Committee and PublicResponsibility Committee and the Metropolitan Life Insurance Company Investment Committee.

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Compensation of Non-Management Directors

2007 DIRECTOR COMPENSATION TABLE

Name(1)

Fees Earned orPaid in Cash

($)(2)

StockAwards($)(3)

OptionAwards($)(4)

All OtherCompensation

($)(5)Total($)

Curtis H. Barnette . . . . . . . . . . . . . . $ 0 $ 0 $0 $13,375 $ 13,375Sylvia M. Burwell . . . . . . . . . . . . . . $112,500 $112,500 $0 $ 1,584 $226,584Burton A. Dole, Jr. . . . . . . . . . . . . . $137,500 $112,500 $0 $ 0 $250,000Cheryl W. Grisé . . . . . . . . . . . . . . . $112,500 $112,500 $0 $ 6,084 $231,084James R. Houghton . . . . . . . . . . . . . $137,500 $112,500 $0 $ 2,649 $252,649R. Glenn Hubbard. . . . . . . . . . . . . . $140,625 $140,625 $0 $ 6,452 $287,702Harry P. Kamen . . . . . . . . . . . . . . . . $ 0 $ 0 $0 $ 0 $ 0Helene L. Kaplan . . . . . . . . . . . . . . $137,500 $112,500 $0 $ 7,649 $257,649John M. Keane . . . . . . . . . . . . . . . . $112,500 $112,500 $0 $ 1,584 $226,584James M. Kilts . . . . . . . . . . . . . . . . . $112,500 $112,500 $0 $ 6,584 $231,584Charles M. Leighton . . . . . . . . . . . . $137,500 $112,500 $0 $ 2,316 $252,316Hugh B. Price . . . . . . . . . . . . . . . . . $137,500 $112,500 $0 $15,316 $265,316David Satcher . . . . . . . . . . . . . . . . . $140,625 $140,625 $0 $ 1,452 $282,702Kenton J. Sicchitano . . . . . . . . . . . . $112,500 $112,500 $0 $ 1,584 $226,584William C. Steere, Jr. . . . . . . . . . . . $162,500 $112,500 $0 $19,018 $294,018

(1) C. Robert Henrikson was compensated in 2007 in his capacity as an Executive Officer of the Company,but received no compensation in his capacity as a member of the Board of Directors. For informationabout executive compensation paid to Mr. Henrikson in 2007, see the Summary Compensation Table onpage 41 and the accompanying narrative disclosure. Eduardo Castro-Wright and Lulu C. Wang wereelected to the Board of Directors effective March 3, 2008 and, as a result, did not receive anycompensation from the Company in 2007 and are not included in the above table or its footnotes. Inaccordance with the Board’s retirement policy, Messrs. Barnette and Kamen retired from the Boardeffective at the time of the 2007 Annual Meeting of Shareholders. Pursuant to the Company’s Boardcompensation practices, on April 25, 2006, Messrs. Barnette and Kamen received payment of theirAnnual Retainer fees for the period through the 2007 Annual Meeting of Shareholders. In relation to hisprior service as Chief Executive Officer of Metropolitan Life Insurance Company, Mr. Kamen receivedpension payments, secretarial support and the use of an office in 2007.

(2) The amounts reported in this column represent the cash component of the Annual Retainer paid to theNon-Management Directors in 2007, as well as additional fees paid for service as a Committee Chair orLead Director. The amounts reported for R. Glenn Hubbard and David Satcher include both the cashcomponent of the Annual Retainer fee that was paid on April 24, 2007 ($112,500), as well as the cashcomponent of a prorated retainer fee ($28,125) paid for their service as Directors from the time of theirinitial election to the Board of Directors on February 1, 2007 to April 24, 2007. For additionalinformation, see “Directors’ Retainer Fees” on page 25.

(3) The MetLife, Inc. 2005 Non-Management Director Stock Compensation Plan (2005 Directors StockPlan), which was approved by the Company’s shareholders in 2004, authorizes the Company to issueshares of common stock in payment of Director retainer fees. On April 24, 2007, each Non-ManagementDirector was granted 1,744 shares of the Company’s common stock, which was the stock component ofthe Annual Retainer paid to the Non-Management Directors in 2007. R. Glenn Hubbard and DavidSatcher also were granted 446 shares each on February 1, 2007 as the stock component of the proratedretainer payment for their service as Directors from the time of their initial election to the Board ofDirectors on February 1, 2007 to April 24, 2007. The dollar amounts reported in this column represent the

23


grant date fair market value of such stock awards as computed for financial statement reporting purposesin accordance with Financial Accounting Standard 123 (Revised). The grant date fair market valuerepresents the number of shares awarded multiplied by the closing price of the Company’s common stockon the date of grant. The closing price of the Company’s common stock on the NYSE was $64.52 onApril 24, 2007 and $63.16 on February 1, 2007. Stock awards granted to the Non-Management Directorsas part of their Annual Retainer vest immediately upon their grant. As a result, no stock awards wereoutstanding for any of the Non-Management Directors as of December 31, 2007.

For information about the security ownership of the Non-Management Directors as of February 28, 2008,see “Security Ownership of Directors and Executive Officers” beginning on page 61. For additionalinformation about the Directors’ Annual Retainer, see “Directors’ Retainer Fees” on page 25.

(4) The following table shows the aggregate number of stock option awards outstanding for each Non-Management Director as of December 31, 2007. These awards vested but had not been exercised as ofDecember 31, 2007. The awards were issued pursuant to The MetLife, Inc. 2000 Directors Stock Plan(2000 Directors Stock Plan), which was in effect until April 15, 2005 when it was replaced by the 2005Directors Stock Plan.

Name

Number ofOption Awards

Outstanding Name


Outstanding Name


Outstanding

Burwell . . . . . 553 Kaplan . . . . . 6,836 Price . . . . . . . 6,836Dole . . . . . . . 6,836 Keane . . . . . . 1,210 Satcher . . . . . 0Grisé . . . . . . . 178 Kilts . . . . . . . 0 Sicchitano . . . 1,536Houghton . . . 6,836 Leighton . . . . 6,836 Steere . . . . . . 6,836Hubbard . . . . 0

(5) The amounts reported in this column include the dollar value of life insurance premiums paid byMetropolitan Life Insurance Company in 2007 for individual life insurance coverage for Messrs. Barnette,Price and Steere, as well as a proportionate share of a $20,000 service fee paid to administer the policies.These amounts totaled as follows: Barnette: $12,059; Price: $9,000; Steere: $12,702. Mrs. Kaplan andMr. Houghton also have life insurance policies under this program. However, the premium for theirpolicies was paid in full prior to 2007 and, as a result, only the proportionate share of the service fee foradministering their policies is included in this column for Mrs. Kaplan and Mr. Houghton. The amountsreported in this column also include the dollar value of life insurance premiums paid by Metropolitan LifeInsurance Company in 2007 for group life insurance coverage for Ms. Burwell, Ms. Grisé, and Messrs,Hubbard, Keane, Kilts, Satcher and Sicchitano. These amounts totaled as follows: Burwell, Grisé, Keane,Kilts and Sicchitano: $1,584 each; Hubbard and Satcher: $1,452 each. See “Directors’ Benefit Programs”on page 25 for additional information.

Also included in this column are payments made by Metropolitan Life Insurance Company pursuant tothe charitable gift program for Non-Management Directors. Under this program, Non-ManagementDirectors elected as Directors of Metropolitan Life Insurance Company prior to October 1, 1999 mayrecommend one or more charitable or educational institutions to receive, in the aggregate, a $1 millioncontribution from Metropolitan Life Insurance Company in the name of that Director following theDirector’s death. The Directors who participated in this program in 2007 were Mr. Barnette,Mr. Houghton, Mrs. Kaplan, Mr. Leighton, Mr. Price and Mr. Steere. Metropolitan Life InsuranceCompany paid a $25,000 service fee in 2007 to administer the program, but the premiums for theinsurance policies under the program were paid in full prior to 2007. As a result, only the proportionateshare of the program’s service fee for each participating Director is included in this column.

This column also includes charitable contributions made by the MetLife Foundation to colleges anduniversities under the matching gift program for employees and Non-Management Directors. In 2007, the

24


matching gifts made by the MetLife Foundation on behalf of Non-Management Directors totaled asfollows: Grise: $4,500; Hubbard: $5,000; Kaplan: $5,000; Kilts: $5,000; Leighton; $1,000; Price:$5,000; Steere: $5,000.

The Company paid for personal expenses of certain Non-Management Directors in connection withCompany business conferences or other events attended by such Directors in 2007. For each Non-Management Director for whom such expenses were paid, the aggregate amount paid by the Company in2007 was less than $10,000.

The following discussion will assist in understandingthe information reported in the 2007 DirectorCompensation Table:

Directors’ Retainer Fees. The Company payseach Non-Management Director an AnnualRetainer in the amount of $225,000, 50% ofwhich is paid in shares of the Company’scommon stock and 50% of which is paid in cash.In addition, the Company pays an annual cashretainer fee of $25,000 to each Non-Management Director who serves as Chair of aBoard Committee, the Company’s Lead Director,and the Non-Management Director who serves asChair of the Metropolitan Life Insurance CompanyInvestment Committee.

Annual retainer fees are paid in advance at the timeof the Company’s Annual Meeting. A Non-Management Director who serves for only aportion of the year is paid a prorated retainer feein advance at the time of commencement of serviceto reflect the period of such service.

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-Management

Director Deferred Compensation Plan, which wasadopted in 2004 and amended in 2005, and isintended to comply with Internal Revenue CodeSection 409A (Section 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 areeligible 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. 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.

Stock Ownership Guidelines for Non-Management Directors

The Board of Directors has established stockownership guidelines for Non-ManagementDirectors. Each is expected to own MetLifecommon stock-based holdings equal in value toat least three times the cash component of theMetLife Non-Management Directors AnnualRetainer. Each Non-Management Director isexpected to achieve this level of ownership byDecember 31 of the year in which occurs thethird anniversary of his or her election to the Board.

25


The share ownership of the Non-Management Directors is reported below:

Name

Current Ownership Guidelineas a Multiple of

Annual Cash Retainer Fee

Ownership as a Multiple ofAnnual Cash Retainer Feeas of December 31, 2007

Sylvia M. Burwell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5.1Burton A. Dole, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 7.4Cheryl W. Grisé . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5.4James R. Houghton . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 7.1R. Glenn Hubbard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.8Helene L. Kaplan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 7.9John M. Keane. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5.3James M. Kilts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5.3Charles M. Leighton . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 9.7Hugh B. Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 8.0David Satcher . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.5Kenton J. Sicchitano . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5.3William C. Steere, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 25.6

Dr. Hubbard and Dr. Satcher were first elected to the Board as of February 1, 2007 and are expected toachieve the minimum ownership threshold by December 31, 2010. Eduardo Castro-Wright and Lulu C.Wang were first elected to the Board as of March 3, 2008 and therefore are not included in the above table.They are expected to achieve the minimum ownership threshold by December 31, 2011.

Directors’ Retirement Policy

The retirement policy adopted by the Board ofDirectors provides that no Director may stand forelection as a member of MetLife’s Board after he orshe reaches 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 waivedthe provisions of its retirement policy that wouldhave required Mrs. Kaplan to serve only until theAnnual Meeting coincident with or immediatelyfollowing her 72nd birthday. No Director who isalso an officer of MetLife may serve as a Directorafter he or she retires as an officer of MetLife orMetropolitan Life Insurance Company. In addition,each Director must offer to resign from the Boardupon a change or discontinuance of his or herprincipal occupation or business responsibilities.The Director’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” as

defined 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 FinancialManagement 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 of 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 2007. If any such amendments or waivers wereentered into or made, the Company would postinformation about them on the Company’s websiteat the address given above.

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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, printable

version 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.

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Audit Committee Report

This report is submitted by the Audit Committee ofthe MetLife Board of Directors. No portion of thisAudit Committee Report shall be deemed to beincorporated by reference into any filing underthe Securities Act of 1933 (Securities Act) or theExchange Act, through any general statementincorporating by reference in its entirety theProxy Statement in which this Report appears,except to the extent that the Companyspecifically incorporates this report or a portionof it by reference. In addition, this report shallnot be deemed to be “soliciting material” or tobe “filed” under either the Securities Act or theExchange Act.

The Audit 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 Audit Committeethose matters described in the PCAOB Standard,Communications with Audit Committees(AU 380), Statement on Auditing Standards (SAS)No. 114, and Rule 2-07 of Regulation S-Xpromulgated by the SEC. Deloitte has alsoprovided to the Audit 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 2007, 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 relatedregulations. The Audit Committee was keptapprised of the progress of the evaluation andprovided oversight and advice to managementduring the process. In connection with thisoversight, the Audit Committee received updatesprovided by management and Deloitte at eachregularly scheduled Audit Committee meeting.The Audit Committee also reviewed the report ofmanagement’s assessment of the effectiveness ofinternal control over financial reporting containedin the Company’s 2007 Form 10-K, which has beenfiled with the SEC. The Audit Committee alsoreviewed Deloitte’s report regarding its audit ofthe effectiveness of the Company’s internalcontrol over financial reporting.

The Audit Committee reviewed and discussed withmanagement and with Deloitte MetLife’s auditedconsolidated financial statements for the yearended December 31, 2007 (2007 auditedconsolidated financial statements) and Deloitte’sReport of Independent Registered PublicAccounting Firm dated February 28, 2008(Deloitte Report) regarding the 2007 auditedconsolidated financial statements included in theCompany’s 2007 Form 10-K. The Deloitte Reportstates that MetLife’s 2007 audited consolidatedfinancial statements present fairly, in all materialrespects, the consolidated financial position ofMetLife and its subsidiaries as of December 31,2007 and 2006 and the results of their operationsand cash flows for each of the three years in theperiod ended December 31, 2007 in conformitywith accounting principles generally accepted inthe United States of America (GAAP) and includesan explanatory paragraph on the adoption ofcertain recently issued accounting standards. Inreliance upon the reviews and discussions with

28


management and Deloitte described in this AuditCommittee Report, and the Board of Directors’receipt of the Deloitte Report, the AuditCommittee recommended to the Board that

MetLife’s 2007 audited consolidated financialstatements be included in the Company’s 2007Form 10-K.

Respectfully,

James R. Houghton, ChairSylvia Mathews BurwellBurton A. Dole, Jr.Cheryl W. GriséJohn M. KeaneHugh B. PriceKenton J. SicchitanoWilliam C. Steere, Jr.

29


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 31 through 40 of this Proxy Statement and,based on such review and discussion, theCompensation Committee has recommended tothe Board of Directors that such CompensationDiscussion and Analysis be included in thisProxy Statement and incorporated by reference inthe Company’s 2007 Form 10-K.

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

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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 ExecutiveGroup. The Executive Group includes the NamedExecutive Officers as well as the other ExecutiveOfficers of the Company.

Overview of Compensation Program

MetLife uses a competitive total compensationstructure that consists of base salary, annualincentive awards and stock-based long-termincentive award opportunities. For purposes ofthis discussion and MetLife’s compensationprogram, Total Compensation for an ExecutiveGroup member means the total of those threeelements. The Independent Directors approve theTotal Compensation for the Chief Executive Officerand the other Executive Group members.

The Compensation Committee reviews eachExecutive Group member’s Total Compensationand recommends Total Compensation amountsfor approval by the Independent Directors. Whendetermining an Executive Group member’s TotalCompensation, the Committee considers the threeelements of Total Compensation together. As aresult, decisions on one element impact thedecisions on the other elements.

The Compensation Committee also reviews othercompensation and benefit programs, such asretirement contributions and potential paymentsthat would be made were an Executive Groupmember’s employment to end. Benefits such asretirement and medical programs do not impactTotal Compensation decisions since they apply tosubstantially all employees. As a result, decisionsabout those benefits do not vary based on decisionsabout an Executive Group member’s base salary orannual or stock-based awards.

Generally, the forms of compensation and benefitsprovided to the Executive Group members are

similar to those provided to other officers of theCompany. None of the Executive Group membersis a party to any agreement with the Company thatgoverns the executive’s employment.

The Compensation Committee has engaged anindependent compensation consultant, HewittAssociates, to assist it in its design and review ofthe Company’s compensation program. For moreinformation on the role of Hewitt Associatesregarding the Company’s executive compensationprogram, see “Board Committees — TheCompensation Committee” beginning on page 17.

In 2007, the Compensation Committee directed areview of change-in-control severancearrangements. As a result, the Company adoptedthe MetLife Executive Severance Plan (ExecutiveSeverance Plan) to replace individualchange-in-control agreements with ExecutiveGroup members. In adopting the new plan, theCompensation Committee eliminated the excisetax gross-up on severance pay and other benefitspayable after a change-in-control of the Company.See “Change-in-Control Arrangements — ExecutiveSeverance Plan” on page 40.

Compensation Philosophy and Objectives

MetLife’s executive compensation program isdesigned 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.

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The program motivates Executive Group membersto achieve the Company’s business goals, andrewards such executives for achieving thesegoals. Each Executive Group member’s TotalCompensation reflects the Compensation

Committee’s assessment of performance andcompetitive market data. However, it does notstructure particular elements of compensation torelate to separate individual goals or performance.

A substantial portion of the Executive Group members’ Total Compensation for 2007 performance was variableand dependent upon the attainment of performance objectives or the value of the Company’s common stock:

VARIABLE VS. FIXED COMPENSATION

7% Fixed

93%

Variable

CEO COMPENSATION

85%

Variable

15% Fixed

OTHER EXECUTIVE GROUPMEMBERS’ COMPENSATION

AS A WHOLE

To align executive and shareholder interests, the Compensation Committee allocated a greater portionof the Executive Group members’ variable compensation to stock-based incentives than it allocated toannual cash incentives as part of their overall Total Compensation for 2007 performance:

STOCK-BASED INCENTIVES VS. ANNUAL CASH INCENTIVES

37%

Annual

Cash

lncentives

63%

Stock-

Based

Incentives

CEO COMPENSATION

48%

Annual

Cash

lncentives

OTHER EXECUTIVE GROUPMEMBERS’ COMPENSATION

AS A WHOLE

52%

Stock-

Based

Incentives

For purposes of the above calculations, performance shares were valued at the closing price of MetLifecommon stock on the date of the grants and each stock option was valued at one-third of that price. See“Stock-Based Long-Term Incentive Awards” on page 36.

Benchmarking Compensation

The Compensation Committee periodically reviewsthe competitiveness of MetLife’s Total Compensationstructure using benchmark data reflecting acomparator group of companies in the insuranceand broader financial services industries with whichMetLife competes for executive talent (ComparatorGroup). The current Comparator Group consists ofthe 13 insurance companies and 12 financial

services companies listed under “ComparatorGroup” below. These companies are similar toMetLife in size (measured by revenue, marketcapitalization or assets) or in the importance ofinvestment and risk management to their business.

The Compensation Committee has determined thatTotal Compensation opportunities are competitiveif they fall between the 75th percentile of insurancecompanies in the Comparator Group and the

32


50th percentile of the entire Comparator Group.The percentile for insurance companies is inrecognition of MetLife’s size and market positionin the insurance industry. The CompensationCommittee does not benchmark compensationon a separate element-by-element basis, butrather focuses on Total Compensation.

Comparator Group data is used to develop a TotalCompensation opportunity range for eachExecutive Group member’s grade level. AnExecutive Group member’s Total Compensation isexpected to fall within this range. For 2007performance, the Total Compensation ofMessrs. Henrikson and Toppeta fell within the

approximate middle of the range for theirrespective grade levels and the TotalCompensation for Mr. Wheeler and Ms. Weberfell within the upper-third of the range for theirrespective grade levels. The Total Compensationof Ms. Rein, who retired on March 1, 2008, wasbelow her grade level range. Ms. Rein’s stock-basedlong-term incentive awards, which are designed inpart to provide incentives for future performance,reflected the fact that her service will not continue.

The Compensation Committee reviews thecomposition of the Comparator Group from timeto time to assure that it remains an appropriatebenchmark for the Company.

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 2007,the Chief Executive Officer and the CompensationCommittee established goals and objectives thatwere designed to drive Company performance. TheCompensation Committee indicated theimportance of each goal to the Company’soverall performance. For a description of thesegoals, see “Annual Incentive Awards” beginningon page 34.

In early 2008, the Compensation Committeerecommended to the Independent Directors theTotal Compensation for the Chief ExecutiveOfficer, including annual and stock-based awardsand any base salary adjustments. The Committee’sTotal Compensation recommendations for 2007reflected its assessment of Mr. Henrikson’sperformance relative to his established goals and

objectives in his role as Chief Executive Officer, andtook into account additional achievements thatoccurred during the year. The Committee alsoconsidered competitive market data provided bythe Compensation Committee’s independentcompensation consultant. The consultant’s reportincluded a comparison and analysis ofMr. Henrikson’s compensation to chief executiveofficer compensation at Comparator Groupcompanies. The comparison included historicalinformation on Comparator Group companies’size (measured by revenue, market capitalizationand assets) and performance (measured by 3-yearand 1-year growth in earnings per share andrevenue, returns on equity and capital, and totalshareholder return) compared to MetLife. Theapplication of these practices and processes in2007 resulted in higher compensation beingawarded to Mr. Henrikson than other Executive

33


Group members due to Mr. Henrikson’s broaderresponsibilities and higher levels of accountabilityas the most senior executive in the Company, aswell as competitive market data.

Compensation of Other Executive GroupMembers. At the beginning of 2007, the ChiefExecutive Officer and each Executive Groupmember agreed on the respective executive’sgoals. In early 2008, the Chief Executive Officerprovided to the Compensation Committee anassessment of the other Executive Groupmembers’ performance during that year. He alsorecommended to the Committee TotalCompensation amounts for each Executive Groupmember taking into account performance as well asavailable competitive data and compensationopportunities for each position. The Committeereviewed these amounts and recommended thecomponents of each Executive Group member’sTotal Compensation to the IndependentDirectors. Other than the Chief Executive Officer,no Executive Group member played a role indetermining the compensation of any of the otherExecutive Group members.

Components of Compensation and 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 the Executive Group member’s position andscope of responsibilities, individual performanceand competitive data.

The base salaries earned by the Named ExecutiveOfficers in 2007 are reported in the SummaryCompensation Table on page 41.

Annual Incentive Awards. The MetLife AnnualVariable Incentive Plan (AVIP) provides eligibleemployees, including the Executive Groupmembers, the opportunity to earn annual cashincentive awards. AVIP awards are the primarycompensation vehicle for recognizing anddifferentiating individual performance each year.They are designed to motivate Executive Groupmembers and other employees to achieve strongannual business results that will contribute to theCompany’s long-term success.

In determining AVIP awards for the ExecutiveGroup members, the Compensation Committeeconsiders, as a whole, the executive’sperformance relative to individual goals, businessunits goals and Company performance. TheCommittee also considers, when applicable,additional business challenges or opportunitiesthat arose during the year that were not reflectedin the executive’s previously established goals forthe year. The Committee determines the executive’sAVIP award using its judgment of all of thesefactors, and not by using a formula.

The Executive Group members’ performance goalsand objectives are both financial and non-financial, and aligned with the Company’sperformance objectives. The achievement ofthese goals drives the Company to meet itsbusiness objective of providing protection andsecurity products and related services that meetcustomers’ financial needs. The Companyaccomplishes this through prudent risk-taking,investment portfolio management, and effectivelydeploying capital resources to ensure that theenterprise meets its obligations to policyholderswhile promoting and enhancing shareholder value.

34


The Executive Group members’ financial goals for 2007 included Operating Earnings, Earnings Per Share andReturn on Equity. As shown below, under the leadership of Mr. Henrikson and the Executive Group, theCompany achieved increases in Operating Earnings, Earnings Per Share, and Return on Equity in 2007compared to its results for 2006. As a result, shareholder value was enhanced. The Compensation Committeeconsidered these results in determining the Named Executive Officers’ AVIP awards.

2007 2006

Operating Earnings ($ billions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4.762 $4.022Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6.25 $ 5.22Return on Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.2% 14.4%

These performance measures are not calculated based on GAAP. Operating Earnings refers to operatingearnings available to common shareholders. Earnings Per Share refers to operating earnings available tocommon shareholders per diluted common share. Return on Equity refers to operating return on commonequity. These performance measures should be read in conjunction with Appendix B to this Proxy Statement,which includes a reconciliation of them to the most directly comparable GAAP measures.

The Executive Group members’ non-financial goalsfor 2007 included strategic planning, financialmanagement, risk management, expensemanagement, brand recognition, talent retentionand recruitment, and investor and customerrelations.

For Mr. Henrikson, executive succession planningand leadership development remained a key goalfor 2007, as he assessed and placed several newsenior executives. Mr. Henrikson also strengthenedrisk management and asset/liability management in2007 and sustained and strengthened relations withinvestors and key customers and other importantstakeholders.

Mr. Wheeler’s key goals for 2007 included risk andfinancial management. He strengthened theCompany’s risk management organization andimplemented effective capital managementstrategies. Mr. Wheeler’s goals also includedmanagement of business expansion initiatives,and he successfully identified and completedstrategic corporate transactions, includinginternational acquisitions.

Mr. Toppeta’s goals for 2007 included talentretention, market share, and persistency rates. In2007, Mr. Toppeta increased the visibility of theMetLife brand internationally while expanding andretaining agency sales force, increasing marketshare for annuity sales and achieving strongpersistency rates in key markets.

Ms. Rein’s goals for 2007 included retirementproduct marketing initiatives. In 2007, Ms. Rein

launched a campaign to increase publicunderstanding of the financial burden shift toemployees in managing their retirement needs.She also promoted the MetLife brand through theCompany’s innovative “If” advertising campaign.

Ms. Weber’s key goals for 2007 included sales andagent force productivity. In 2007, she increasedsales of annuity and life insurance products,expanded and strengthened distribution networksand retained producers at rates above industrynorms.

Each year, the Compensation Committee approvesthe maximum amount available for AVIP awards toall employees, including the Named ExecutiveOfficers. The calculation of this amount is basedon the Company’s business plan for that year, andconsists of two performance measures: OperatingEarnings and Return on Equity. The Company’s2007 Operating Earnings and Return on Equityproduced a maximum dollar amount availablefor all AVIP awards to all employees of$529 million, or 11.1% of Operating Earnings.By comparison, the maximum dollar amount thatwould have been available for all AVIPawards to allemployees under the Company’s 2007 businessplan was $378 million, or 9.6% of the OperatingEarnings under the business plan. The actualmaximum dollar amount was higher than whatwould have been generated under the businessplan because actual Operating Earnings($4.762 billion) and Return on Equity (15.2%)were higher than the Operating Earnings of

35


$3.949 billion and Return on Equity of 12.4%under the Company’s business plan.

Internal Revenue Code Section 162(m) limits theamount of compensation paid to certain officersthat the Company can deduct to $1 million per yearfor each officer, unless it is “performance-based.”To comply with the requirements for performance-based compensation, the CompensationCommittee establishes maximum AVIP awardsthat may be paid to each of the Executive Groupmembers. See “Non-Equity Incentive Plan Awards”on page 45 for more information about theindividual maximums set for 2007 AVIP awards.

The actual AVIP awards to the Named ExecutiveOfficers for 2007 performance are reported in the“Non-Equity Incentive Plan Compensation”column of the Summary Compensation Table onpage 41.

Stock-Based Long-Term Incentive Awards. TheCompany awards stock options and performanceshares as part of its Total Compensation program.These awards are designed to ensure that ExecutiveGroup members have a significant continuing stakein the long-term financial success of the Company(see “Stock Ownership” on page 37).

Stock options align Executive Group members’interests with those of shareholders. Performanceshares align these interests and also encouragedecisions and reward performance that contributeto the long-term growth of the Company’s businessand enhance shareholder value. They do this bymotivating Executive Group members tooutperform MetLife’s competition in terms of keyperformance measures over a three-year period.Performance shares and stock options also providean incentive for the Executive Group members toremain with the Company through the entireperformance period or stock option vesting period.This is because they are normally forfeited if theexecutive leaves the Company voluntarily beforethe end of the applicable performance period orvesting period and is not Retirement Eligible, asdefined in The Metropolitan Life Retirement Planfor United States Employees (Retirement Plan), oreligible for subsidized post-retirement medicalbenefits (Bridge Eligible). See “Pension Program”on page 38 for more information about theRetirement Plan.

Stock-based awards to all senior officers aregenerally allocated 50% in performance sharesand 50% in stock options, using the formula forthe calculations presented on page 32. The amountof stock-based awards the CompensationCommittee grants is based on a discretionaryassessment of an individual’s level ofresponsibility, performance and relativecontribution and potential for assuming increasedresponsibilities.

Stock Options. Stock options are granted at anexercise price equal to the closing price of a shareof MetLife’s common stock on the date of grant. Theultimate value of stock options depends exclusivelyon increases in the price of MetLife’s commonstock. One-third of each award of stock optionsvests on each of the first three anniversaries of thedate of grant.

Performance Shares. Performance shares are unitsthat may become payable in shares of MetLifecommon stock at the end of a three-yearperformance period, depending on specifiedCompany performance relative to MetLife’scompetition. MetLife’s competition is defined forthis purpose as the companies in the Standard &Poor’s Insurance Index (Insurance Index). TheInsurance Index was chosen to measure MetLife’sperformance because insurance is the predominantportion of the Company’s overall business mix. Thefinal number of performance shares paid isdetermined by the Company’s performance intotal shareholder return and operating earningscompared to the other companies in the InsuranceIndex. The amount paid can be as low as zero and ashigh as twice the number of performance sharesgranted. For additional information about theperformance share formula, see “Equity IncentivePlan Awards” on page 45.

The Company has designed performance shares andstock options to meet the Section 162(m)requirements for performance-based compensation.As designed, these awards also qualify as equity-classified instruments whose fair value fordetermining compensation expense under currentaccounting rules is fixed on the date of grant. Thisallows the Company to provide stock-based incentiveopportunities while limiting the volatility of therelated accounting cost of such compensation. Forinformation about the specific grants of stock options

36


and performance shares to the Named ExecutiveOfficers in 2007, see the table entitled “Grants ofPlan-Based Awards in 2007” on page 45.

Equity Award Timing Practices

The Committee grants stock options andperformance shares to the Executive Groupmembers at its regularly scheduled meeting inFebruary of each year. This meeting is on thesame day that the Compensation Committee andthe Board of Directors approve annual incentivecompensation awards and any base salaryincreases. The exercise price of these 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 stock-based awards ofany kind to any Executive Group members orDirectors of the Company.

Opportunity Award Payouts

Prior to April 2005, the Company grantedOpportunity Awards under the Long TermPerformance Compensation Plan (Long TermPlan) rather than performance shares. NoOpportunity Awards have been granted since thattime.

These Opportunity Awards were granted for three-year performance periods beginning April 1 of eachyear. The final Opportunity Awards for the April 1,2004 to March 31, 2007 performance period werebased on each participant’s level of responsibilityand potential impact on the Company’s long-termbusiness results. Payout on these Opportunity

Awards was made in April, 2007. The primaryfactor used in determining amounts payable onOpportunity Awards was total shareholder returnon the Company’s common stock during theapplicable performance period. For additionalinformation about these final OpportunityAwards, see the table entitled “Option Exercisesand Stock Vested in 2007” on page 49.

Stock Ownership

To further promote an alignment of management’sinterests with shareholders, the Company hasestablished minimum stock ownership guidelinesfor approximately 700 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 held in the Company’s saving andinvestment program, shares deferred under theCompany’s nonqualified deferred compensationprogram (Deferred Shares) and deferred cashcompensation or auxiliary benefits measured invalue by the performance of MetLife commonstock (Deferred Share Equivalents).

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 theemployee meets the guidelines. The Company’spolicy prohibits all employees, including theExecutive Group members, from engaging inshort swing sales, hedging, and trading in putand call options, with respect to the Company’ssecurities.

The share ownership of the Named Executive Officers is reported below:

Name

Current Ownership Guidelineas a Multiple of

Annual Base Salary Rate

Ownership as a Multiple ofAnnual Base Salary Rateas of December 31, 2007

C. Robert Henrikson . . . . . . . . . . . . . . . . . . . . . . . . 7 8.3William J. Wheeler . . . . . . . . . . . . . . . . . . . . . . . . . 3 3.9William J. Toppeta . . . . . . . . . . . . . . . . . . . . . . . . . . 4 9.8Catherine A. Rein . . . . . . . . . . . . . . . . . . . . . . . . . . 3 9.4Lisa M. Weber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 8.3

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Retirement and Other Benefits

The Company participates in an annual survey onretirement benefits that compares the value ofretirement benefits among large financial servicesand insurance companies. The Company generallyintends, over the long-term and broadly across itspension and savings and investment programs, tooffer benefits to U.S. employees in the medianrange of survey participants. The Company’sprograms continued to fall within the medianrange in 2007. The survey’s participants, otherthan MetLife, include:

• The Allstate Corporation

• American Express Company

• American International Group, Inc.

• Bank of America Corporation

• Citigroup Inc.

• 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

• Travelers Companies, Inc.

• U.S. Bancorp

• Wells Fargo & Company

Pension Program. The Company sponsors apension program for U.S. employees in whicheach Executive Group member participates. Thepurpose of the program is to provide employeeswith 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. Benefits under the Company’spension program are determined under twoseparate benefit formulas. For any given period oftime, an employee’s benefit is determined underone or the other formula. In no event do benefitsaccrue for the same period under both formulas.

The Traditional Formula is a long-standing formulaand based on length of service and final averagecompensation. The Personal Retirement AccountFormula is based on monthly contributions to anaccount for each employee based on theemployee’s compensation, plus interest.

Pension benefits are paid under two separate plans,primarily due to tax requirements. The RetirementPlan is a tax-qualified defined benefit pension planthat provides benefits for employees on the UnitedStates payroll. Since the Internal Revenue Codeimposes limitations on eligible compensation andon the amounts that can be paid under theRetirement Plan, the Company also sponsors theMetLife Auxiliary Pension Plan (Auxiliary PensionPlan). The Auxiliary Pension Plan provides benefitswhich eligible employees would have receivedunder the Retirement Plan if these limitationswere not imposed. Benefits under the AuxiliaryPension Plan are calculated in substantially thesame manner as they are under the RetirementPlan. The Auxiliary Pension Plan is unfunded,and benefits under that plan are general promisesof payment not secured by any rights to Companyproperty.

For additional information about pension benefitsfor the Named Executive Officers, see the tableentitled “Pension Benefits” on page 50.

Savings and Investment Program. The Companysponsors a savings and investment program for U.S.employees, in which each Executive Groupmember is eligible to participate. The programincludes the Savings and Investment Plan forEmployees of Metropolitan Life and ParticipatingAffiliates (Savings and Investment Plan), a tax-qualified defined contribution plan under InternalRevenue Code Section 401(k), and theMetropolitan Life Auxiliary Savings andInvestment Plan (Auxiliary Savings andInvestment Plan), an unfunded nonqualifieddeferred compensation plan.

The purpose of the Savings and Investment Plan isto provide Executive Group members and otheremployees the opportunity to save a portion oftheir eligible compensation through payrolldeductions, primarily for retirement but also forother financial needs. Employee contributionsmay be made on a before-tax 401(k), Roth 401(k)

38


or after-tax basis. The Company also provides amatching contribution to employees after oneyear of service in order to encourage and rewardsuch savings. The Auxiliary Savings and InvestmentPlan provides additional Company contributions toemployees who elect to contribute to the Savingsand Investment Plan and who have compensationbeyond Internal Revenue Code limits. Theseamounts for the Named Executive Officers arereported in the “All Other Compensation”column of the Summary Compensation Table onpage 41. Because the Auxiliary Savings andInvestment Plan is a nonqualified deferredcompensation plan, the Company’s contributionsto the Named Executive Officers’ accounts, and theNamed Executive Officers’ accumulated accountbalances and any payouts made during 2007, arereported in the table entitled “NonqualifiedDeferred Compensation” on page 53.

Nonqualified Deferred Compensation. TheCompany sponsors a nonqualified deferredcompensation program for officer-levelemployees, including the Executive Groupmembers. 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 53 for amounts ofnonqualified deferred compensation reported forthe Named Executive Officers.

Employees choose in advance the amount theywant to defer, the date on which payment of theirdeferred compensation will begin and whetherthey want to receive payment in a lump sum orin up to 15 annual payments. If the employeebecomes Retirement Eligible or Bridge Eligible,the employee’s choice of form and timing ofpayment are honored. Otherwise, the Companygenerally pays out the employee’s deferredcompensation in a single lump-sum after the endof the employee’s service. The continued deferral ofincome taxation and pre-tax simulated investmentearnings through the employee’s chosen paymentdates encourage employees to remain with theCompany.

Perquisites

The Company provides its Executive Groupmembers with limited perquisites.

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 medicalexamination program to promote the health of itsExecutive Group members through annualcomprehensive preventative medicalexaminations. An Executive Group member maycomplete a medical examination using aphysician affiliated with the program or his or herprivate physician. The Company pays the costs of themedical examinations and certain follow-up testing.

The Company makes available to its ExecutiveGroup members financial planning servicesprovided by a third party consultant. Thisprogram is designed to keep Executive Groupmembers focused on running the Company’sbusiness rather than on financial planningmatters that can be handled by outsideprofessionals. For recordkeeping andadministrative convenience of the Company, theCompany also pays certain costs of travel and mealsfor family members accompanying ExecutiveGroup members on business functions, and costsfor a vendor to make personal travel reservations forExecutive Group members or their families.

The incremental cost of perquisites provided to theNamed Executive Officers during 2007 is includedin the “All Other Compensation” column of theSummary Compensation Table on page 41.

Severance Pay and Related Benefits

If an Executive Group member’s employment withthe Company ends, he or she may be eligible for theseverance program available to substantially allsalaried employees. The severance programencourages employees whose employment isending to focus on their transition to otheropportunities and allows the Company to obtaina release of any employment-related claims. The

39


program provides employees with severance pay,outplacement services and other benefits if theiremployment ends involuntarily due to jobelimination or, in limited circumstances, due toperformance. Employees terminated for cause arenot 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 a change-in-control of MetLife. If a change-in-control were tooccur, the Company’s ability to maximizeshareholder value could be hindered if ExecutiveGroup members leave the Company or aredistracted by concerns over continuedemployment. The Company’s change-in-controlarrangements enhance the Company’s ability toretain Executive Group members in such asituation. They also promote the unbiased anddisinterested efforts of the Executive Groupmembers to maximize shareholder value duringand after a change-in-control.

Executive Severance Plan. When the Companyestablished the Executive Severance Plan inDecember 2007, each Named Executive Officeragreed to terminate his or her individualchange-in-control agreement. The Committeedetermined the terms of the plan on an overallprogram basis in light of its judgment of what isappropriate in order to maximize shareholder valueshould a change-in-control occur. The terms applyin the same manner to each Executive Group

member. An Executive Group member whoreceives benefits under this Plan would not beeligible to receive severance pay under theCompany’s severance plan that is available tosubstantially all salaried employees.

The Executive Severance Plan does not provide forany payments or benefits based solely on achange-in-control of MetLife. Rather, asdescribed on page 59 under “Termination withSeverance Pay (Change-in-Control),” theexecutive’s employment must also terminateunder certain circumstances in order for theexecutive to receive severance pay and relatedbenefits. This approach allows the Company toretain the executive through the transition period,but provides compensation if the executive’sservices are no longer required in the neworganization. Having this assurance of financialsecurity during a potential change-in-control alsoallows Executive Group members to fulfill theirduties and to act in the best interests ofshareholders without distractions due to concernsover personal circumstances.

Additional Change-in-Control Arrangements.The Company’s stock option agreements andperformance share agreements also includechange-in-control arrangements. Under thesearrangements, MetLife or its successor maysubstitute an alternative award of equivalentvalue and vesting provisions no less favorablethan the award being replaced. Unless suchsubstitution occurs, the stock options andperformance shares vest immediately upon achange-in-control. This structure keeps executiveswhole in situations where MetLife stock may nolonger exist following a change-in-control orawards otherwise 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 57.

40


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, . . . . 2007 $1,000,000 $7,549,956 $4,008,600 $5,000,000 $7,184,274 $297,985 $25,040,815Chairman of the Board, 2006 $ 950,000 $4,234,657 $2,217,100 $4,000,000 $7,248,554 $239,259 $18,889,570President and ChiefExecutive Officer

William J. Wheeler, . . . . . 2007 $ 512,500 $1,442,352 $ 618,300 $1,800,000 $ 169,393 $109,849 $ 4,652,394Executive Vice 2006 $ 433,333 $ 964,901 $ 500,367 $1,700,000 $ 214,677 $ 86,688 $ 3,899,966President and ChiefFinancial Officer

William J. Toppeta, . . . . . 2007 $ 600,000 $2,074,333 $ 889,733 $1,200,000 $1,165,564 $101,002 $ 6,030,632President, International 2006 $ 583,334 $2,335,645 $1,230,083 $1,100,000 $2,651,845 $105,326 $ 8,006,233

Catherine A. Rein, . . . . . 2007 $ 600,000 $1,804,951 $ 854,413 $1,300,000 $ 742,687 $ 95,936 $ 5,397,987former Senior Executive 2006 $ 583,334 $1,925,887 $1,091,883 $1,300,000 $ 930,342 $ 98,215 $ 5,929,661Vice President andChief AdministrativeOfficer

Lisa M. Weber, . . . . . . . . 2007 $ 600,000 $1,701,532 $ 701,600 $1,600,000 $ 141,124 $119,715 $ 4,863,971President, Individual 2006 $ 583,333 $1,301,765 $ 745,400 $1,600,000 $ 290,155 $116,544 $ 4,637,197Business

Total Column

The amounts reported in the Total column do notrepresent only compensation paid and received bythe Named Executive Officers in 2007. 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 performance sharesand stock options which may never become payableor ultimately have a value that differs substantiallyfrom the values reported in this table. The valuesreported for stock awards and option awards werecalculated based on the accounting expense of alloutstanding stock and stock option awards, includingthose made in 2004, 2005 and 2006 as well thosemade in 2007, under applicable accountingstandards. In addition, the amounts reported in the

Total column include changes in the value of pensionbenefits from year-end 2006 to year-end 2007, whichwill become payable only after the Named ExecutiveOfficer ends his or her employment.

The amounts in the Total column do not represent“Total Compensation” as defined for purposes of theCompany’s compensation structure and philosophy.For additional information, see “CompensationDiscussion and Analysis” beginning on page 31.

Salary

The amount reported in the Salary columnrepresents the amount of base salary paid to eachNamed Executive Officer. In February, 2007 theCompensation Committee approved a base salaryincrease for Mr. Wheeler of $75,000 effectiveMarch 1, 2007.

41


The relationship of each Named Executive Officer’s base salary payments to the amount in the Total column,rounded to the nearest whole number, is:

ExecutiveBase Salary Payments as a

Percentage of Total Column

C. Robert Henrikson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4%William J. Wheeler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11%William J. Toppeta . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10%Catherine A. Rein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11%Lisa M. Weber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12%

Stock Awards and Option Awards

The amounts reported in the Stock Awards columnrepresent the Company’s accounting expense in2006 or 2007 for all outstanding OpportunityAwards and performance shares in each yearunder Financial Accounting Standard 123(Revised). The amounts include OpportunityAwards for the April 1, 2003 to March 31, 2006and April 1, 2004 to March 31, 2007 performanceperiods and the performance share awards forperformance periods that began in 2005 and2006, as well as in 2007. The amounts reportedin the Option Awards column represent theCompany’s accounting expense in 2006 or 2007for all outstanding stock option awards in each yearunder Financial Accounting Standard 123(Revised).

For a description of the assumptions made indetermining these expenses, see Notes 1 and 18in the Notes to Consolidated Financial Statementsin the 2007 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 2007 Form 10-K, nosuch discount was applied in determining theexpenses reported in this table.

On February 27, 2007, 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, 2007 toDecember 31, 2009. It also awarded each NamedExecutive Officer stock options at a per shareexercise price equal to the closing price ofMetLife common stock on that date. Theseawards were made pursuant to the MetLife, Inc.

2005 Stock and Incentive Compensation Plan(2005 Stock Plan). For a description of thematerial terms and conditions of those awards,see the table entitled “Grants of Plan-BasedAwards in 2007” on page 45. For a description ofthe effect on the awards of a termination ofemployment or change-in-control of MetLife, see“Potential Payments Upon Termination orChange-in-Control” beginning on page 57.Performance share and stock option awards madeto the Named Executive Officers in 2005 and 2006were made pursuant to the 2005 Stock Plan, andhad substantially the same terms as the awards in2007 except, in the case of stock options, for theexercise price.

For a description of the terms of the OpportunityAwards made in 2004, which vested and were paidout in 2007, see the table entitled “Option Exercisesand Stock Vested in 2007” on page 49. OpportunityAwards made in 2003 had substantially the sameterms as those made in 2004.

Non-Equity Incentive Plan Compensation

The amounts reported in the Non-Equity IncentivePlan Compensation column are the awards made inFebruary 2008 by the Compensation Committee toeach of the Named Executive Officers under theAVIP based on 2007 performance. The awards werepayable in cash as of March 13, 2008. The factorsconsidered and analyzed by the CompensationCommittee in determining the awards arediscussed in the Compensation Discussion andAnalysis. For a description of the maximumaward formula that applied to the awards for taxdeductibility purposes, see the table entitled“Grants of Plan-Based Awards in 2007” on page 45.

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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 2007 in the actuarial present value ofaccumulated pension benefits for each of theNamed Executive Officers. This increase reflectsadditional service in 2007, any increase in basesalary compensation rate in 2007, and AVIP awardpaid in March 2007 for services in 2006.

Mr. Henrikson and the other Named ExecutiveOfficers participate in the same retirementprogram that applies to other Companyemployees. For all employees in the TraditionalFormula for their entire career who reach fullbenefit status (as Mr. Henrikson will in 2009), theprogram, when combined with social securitybenefits, generally replaces 60% of final averagecash compensation upon retirement. This is in line

with the large financial and insurance companieswith which the Company compares its pensionplan (see “Retirement and Other Benefits” onpage 38). For Mr. Henrikson, the increases in2006 and 2007 were the result of the applicationof the same Traditional Formula for determiningbenefits that applies to other employees.

For a description of pension benefits, see the tableentitled “Pension Benefits” on page 50.

The Named Executive Officers’ earnings on theirnonqualified deferred compensation in 2007 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 53.

All Other Compensation

The amounts reported in this column include all other items of compensation:

Executive

CompanySavings andInvestment

ProgramContributions

LifeInsuranceCoverage

AboveStandardFormula

Perquisites andOther Personal

Benefits Total

C. Robert Henrikson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $200,000 $ 0 $97,985 $297,985William J. Wheeler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 88,500 $3,108 $18,241 $109,849William J. Toppeta . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 68,000 $ 0 $33,002 $101,002Catherine A. Rein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 76,000 $ 0 $19,936 $ 95,936Lisa M. Weber. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 88,000 $3,204 $28,511 $119,715

Company Savings and Investment ProgramContributions

The Company makes matching contributions to theSavings and Investment Plan, which is a tax-qualified 401(k) plan. In 2007, it made $9,000 inmatching contributions for each Named ExecutiveOfficer. It also makes contributions to anonqualified deferred compensation plan, theAuxiliary Savings and Investment Plan, due toInternal Revenue Code limits on the amount ofcompensation that is eligible for contributions tothe Savings and Investment Plan. The amount ofCompany contributions to the Auxiliary Savingsand Investment Plan for each Named Executive

Officer is also reflected in the “RegistrantContributions in Last FY” column of theNonqualifed Deferred Compensation table onpage 53.

Life Insurance Coverage Above StandardFormula

The Company discontinued its split-dollar lifeinsurance programs for senior officers and someother employees and agents in 2003. Formerparticipants in those programs were given theopportunity to continue to receive group life

43


insurance coverage at the levels that were providedunder the 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 the“All Other Compensation” column. Goods orservices provided to the Named ExecutiveOfficers are perquisites or personal benefits onlyif they confer a personal benefit on the executive.However, goods or services that are directly andintegrally related to the executive’s job duties, orare offered generally to all employees, or for whichthe executive fully reimbursed the Company are notperquisites or personal benefits. Each type ofperquisite or other personal benefit is discussedbelow.

Personal Car Service. These amounts include thecost paid by the Company for car service providedby vendors for personal travel. Where the Companyused its own vehicles, the cost of tolls, fuel, anddriver overtime compensation is included.

Personal Aircraft Use. These amounts include thevariable costs for personal use of aircraft that wascharged to the Company by the vendor thatoperates the Company’s leased aircraft for trip-related crew hotels and meals, landing andground handling fees, hangar and parking costs,in-flight catering and telephone usage, and similaritems. Fuel costs were calculated based on averagefuel cost per flight hour for each hour of personaluse. Because the aircraft is leased primarily forbusiness use, fixed costs such as lease payments

are not included in these amounts. The cost ofpersonal aircraft use by Mr. Henrikson during2007 was $76,346.

Financial Planning Services. These amountsinclude the cost paid by the Company forpersonal financial planning services provided bya third party consultant to certain Named ExecutiveOfficers, including a proportionate amount of theconsultant’s retainer fee.

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 Conference, Travel and Other. Theseamounts include the costs incurred by theCompany for the spouses, family members, orother personal guests of the Named ExecutiveOfficer to attend a Company business conferenceor other event. They also reflect the cost ofaccommodations provided to the NamedExecutive Officer for personal purposes inconnection with a business conference or otherevent, such as on-site lodging prior to or after theconclusion of the conference or other event, andpersonal hotel charges during the event. Costs paidby the Company to a vendor to make personaltravel reservations for the Named ExecutiveOfficers or their family members are alsoincluded. In addition, Mr. Henrikson, at noincremental cost to the Company, receivedtickets to one regular season baseball game in2007.

44


Grants of Plan-Based Awards in 2007

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 12, 2006 $10,000,000February 27, 2007 17,500 70,000 140,000 $4,257,847February 27, 2007 210,000 $62.80 $3,708,600

William J. Wheeler . . . . . December 12, 2006 $10,000,000February 27, 2007 4,125 16,500 33,000 $1,003,635February 27, 2007 50,000 $62.80 $ 883,000

William J. Toppeta . . . . . December 12, 2006 $10,000,000February 27, 2007 3,750 15,000 30,000 $ 912,396February 27, 2007 40,000 $62.80 $ 706,400

Catherine A. Rein . . . . . . December 12, 2006 $10,000,000February 27, 2007 3,500 14,000 28,000 $ 851,569February 27, 2007 38,000 $62.80 $ 671,080

Lisa M. Weber . . . . . . . . December 12, 2006 $10,000,000February 27, 2007 4,125 16,500 33,000 $1,003,635February 27, 2007 45,000 $62.80 $ 794,700

Non-Equity Incentive Plan Awards

To comply with Section 162(m), in December2006, the Compensation Committee madeMr. Henrikson eligible for an annual incentivepayment for 2007 performance under AVIP in anamount of up to 1% of the Company’s OperatingEarnings, but not more than $10 million, which isthe maximum award under AVIP. For 2007, eachother Named Executive Officer was eligible for anAVIP award in an amount up to 0.5% of theCompany’s Operating Earnings, but not morethan the $10 million maximum award underAVIP. Ten million dollars was less than 0.5% ofthe Company’s Operating Earnings. As a result, the$10 million figure is reflected in the Non-EquityIncentive Plan column for each Named ExecutiveOfficer. This maximum award must be labeled“target” in this table because no other amountswere established as minimum or target awards.

In February 2008, the Compensation Committeegranted the Named Executive Officers awardsunder AVIP for 2007 performance. The amountsof the actual awards are reported in the SummaryCompensation Table and, in each case, is less thanthe $10 million amount reflected in the EstimatedPossible Payouts Under Non-Equity Incentive PlanAwards column of this table. The factors and

analysis of results considered by theCompensation Committee in determining theawards are discussed in the CompensationDiscussion 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, 2007 toDecember 31, 2009. The grant date wasFebruary 27, 2007, 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 ofperformance shares by a performance factor(from 0% 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) totalshareholder return. Net operating earnings willbe determined using income net of income taxes,but subtracting investment gains and losses and

45


dividends paid on preferred shares, and excludingcharges or benefits due to accounting changes.Total shareholder return will be determined usingthe change (plus or minus) in the initial closingprice of a share of MetLife’s common stock to thefinal closing price of a share, plus reinvesteddividends, for the performance period, divided by

the initial closing price of a share. For this purpose,the initial closing price is the average of the closingprices for the 20 trading days before theperformance period, and the final closing price isthe average of the closing prices for the 20 tradingdays prior to and including the final day of theperformance period.

The terms of the performance share awards provide for a performance factor for each percentile result. Thefollowing are some significant performance percentiles and their corresponding performance factors:

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

TotalShareholder ReturnPerformance Factor

Change in AnnualNet Operating

Earnings per SharePerformance Factor

TotalPerformance

Factor

75th or Above for Both Factors . . . . . . . . . . . . . . . . . 100% 100% 200%Median for Both Factors . . . . . . . . . . . . . . . . . . . . . . 50% 50% 100%25th for Both Factors . . . . . . . . . . . . . . . . . . . . . . . . . 25% 25% 50%25th for Total Shareholder Return and Below 25th for

Net Operating Earnings . . . . . . . . . . . . . . . . . . . . . 25% 0% 25%25th for Net Operating Earnings and Below 25th for

Total Shareholder Return . . . . . . . . . . . . . . . . . . . . 0% 25% 25%Below 25th for Both Factors . . . . . . . . . . . . . . . . . . . 0% 0% 0%

If the Company’s performance results in a total performance factor of 25%, each Named Executive Officerwould receive the number of performance shares reflected in the Threshold column of the table entitled“Grants and Plan-Based Awards in 2007” for that officer. This is the lowest level of performance for which anyperformance shares would be payable. If the Company’s performance results in a total performance factor of100%, the Named Executive Officer would receive the number of performance shares reflected in the Targetcolumn of the table. If the Company’s performance results in a total performance factor of 200%, the NamedExecutive Officer would receive the number of performance shares reflected in the Maximum column of thetable. No dividends or dividend equivalents are earned on performance shares. No monetary considerationwas paid by a Named Executive Officer for any performance shares. For a further discussion of theperformance goals applicable to the performance share awards reflected in the table entitled “Grants ofPlan-Based Awards in 2007,” see “Compensation Discussion and Analysis” beginning on page 31.

All Other Option Awards

The awards reported in the All Other OptionAwards column were awarded under the 2005Stock Plan. The exercise price of the stock optionawards ($62.80) was the closing price of MetLifecommon stock on the grant date, February 27,2007. The grant date is the date that theCompensation 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

The amounts reported in the Grant Date Fair Valueof Stock and Option Awards column werecalculated by multiplying the number ofperformance shares by a grant date fair value pershare of $60.83 and multiplying the number ofoptions by a grant date fair value per share of$17.66. For a description of the assumptionsmade in determining these values, see Notes 1and 18 of the Notes to Consolidated FinancialStatements in the 2007 Form 10-K.

46


Outstanding Equity Awards at 2007 Fiscal Year-End

This table presents information about outstanding stock option awards that were granted to the NamedExecutive Officers from 2001 through 2007. The stock option awards are outstanding because they had notbeen exercised or forfeited as of December 31, 2007. This table also presents information about outstandingperformance share awards granted to the Named Executive Officers. The performance share awards areoutstanding because they had not vested or become payable as of December 31, 2007 (except for theperformance shares for the performance period of January 1, 2005 to December 31, 2007, which vested onDecember 31, 2007, but for which the amounts payable are not yet known). The stock option awards andperformance share awards reported in this table include awards granted in 2007, which are also reported inthe table entitled “Grants of Plan-Based Awards in 2007” on page 45.

Name

Number ofSecurities

UnderlyingUnexercised

Options(#)

Exercisable

OptionExercise

Price($)

OptionExpiration

Date

EquityIncentive

PlanAwards:

Number ofUnearned

Shares,Units orOther

Rights ThatHave Not

Vested(#)(2)(3)

Equity IncentivePlan Awards:

Market orPayout Value of

UnearnedShares, Units or

Other RightsThat Have Not

Vested($)(4)

Number ofSecurities

UnderlyingUnexercised

Options(#)

Unexercisable

Option Awards(1)

Stock Awards

C. Robert Henrikson. . . . . . . . 80,800 0 $29.95 April 8, 2011 280,000 $17,253,600140,000 0 $30.35 February 18, 2012115,000 0 $26.00 February 17, 201390,000 0 $35.26 February 16, 201460,000 30,000 $38.47 April 14, 201536,667 73,333 $50.12 February 27, 2016

0 210,000 $62.80 February 26, 2017William J. Wheeler. . . . . . . . . 19,175 0 $29.95 April 8, 2011 101,000 $ 6,223,620

38,200 0 $30.35 February 18, 201228,500 0 $26.00 February 17, 201340,000 0 $35.26 February 16, 201423,334 11,666 $38.47 April 14, 201515,000 30,000 $50.12 February 27, 2016

0 50,000 $62.80 February 26, 2017William J. Toppeta . . . . . . . . . 30,325 0 $29.95 April 8, 2011 118,000 $ 7,271,160

110,000 0 $30.35 February 18, 201280,000 0 $26.00 February 17, 201365,000 0 $35.26 February 16, 201436,668 18,332 $38.47 April 14, 201518,334 36,666 $50.12 February 27, 2016

0 40,000 $62.80 February 26, 2017Catherine A. Rein . . . . . . . . . 0 18,332 $38.47 April 14, 2015 96,000 $ 5,915,520

0 30,000 $50.12 February 27, 20160 38,000 $62.80 February 26, 2017

Lisa M. Weber. . . . . . . . . . . . 55,000 0 $30.35 February 18, 2012 121,000 $ 7,456,02080,000 0 $26.00 February 17, 201370,000 0 $35.26 February 16, 201436,668 18,332 $38.47 April 14, 201518,334 36,666 $50.12 February 27, 2016

0 45,000 $62.80 February 26, 2017

(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.All of the options have an expiration date that is the day before the tenth anniversary of the grant date.

47


(2) None of the performance shares reflected in this column have been paid. If they are paid, the amount thatis paid may be different than the amounts reflected in this table. The number of performance shares in thiscolumn was determined by multiplying the aggregate performance shares awarded to each NamedExecutive Officer for the performance periods of January 1, 2005 to December 31, 2007, January 1, 2006to December 31, 2008, and January 1, 2007 to December 31, 2009 by a hypothetical performance factorof 200%. This hypothetical performance factor is the maximum performance factor that could be appliedto the awards. The maximum performance factor has been used because it is not possible to determine theCompany’s performance in 2007 in comparison to the performance of other companies in the InsuranceIndex at the time this Proxy Statement was filed. Under the terms of the awards, the number of shares ofMetLife common stock that will be paid, if any, will be determined based upon a three-year performanceperiod. See the table entitled “Grants of Plan-Based Awards in 2007” on page 45 for a description of theterms of the performance share awards for the performance period January 1, 2007 to December 31,2009. The terms of the performance share awards for the other performance periods are substantiallysimilar.

(3) The performance shares for the performance period of January 1, 2005 to December 31, 2007 havevested, but the actual amount of performance shares payable is not yet known. The actual number ofperformance shares payable for that performance period will be determined by the Company’sperformance in comparison to the performance of other companies in the Insurance Index over thethree-year performance period and paid in the second quarter of 2008. The amount that is paid may bedifferent than the amounts reflected in this table. The hypothetical number of performance sharesattributable to that performance period reflected in this column for each Named Executive Officer,determined by the methodology describe above in note 2 to this table, is:

ExecutiveMaximum 2005-2007

Performance Share Payout

C. Robert Henrikson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000William J. Wheeler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,000William J. Toppeta . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000Catherine A. Rein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,000Lisa M. Weber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000

None of the other performance shares reflected in this column has vested.

(4) The hypothetical amount reflected in this column for each Named Executive Officer is equal to thenumber of performance shares reflected in the column entitled “Equity Incentive Plan Awards: Number ofUnearned Shares, Units or Other Rights That Have Not Vested” multiplied by the closing price of theCompany’s common stock on December 31, 2007, the last business day of that year.

48


Option Exercises and Stock Vested in 2007

Name

Number ofShares

Acquiredon Exercise

(#)

Value Realizedon Exercise

($)(1)

Number of SharesAcquired on Vesting

(#)

Value Realizedon Vesting

($)

Stock Awards(2)(3)

Option Awards

C. Robert Henrikson . . . . . . . . . . . . . . . . 0 $ 0 27,477 $1,735,213William J. Wheeler . . . . . . . . . . . . . . . . . 0 $ 0 13,015 $ 821,943William J. Toppeta . . . . . . . . . . . . . . . . . . 41,525 $ 1,513,636 21,692 $1,369,905Catherine A. Rein . . . . . . . . . . . . . . . . . . 364,193 $13,302,263 20,246 $1,278,578Lisa M. Weber . . . . . . . . . . . . . . . . . . . . . 99,975 $ 3,793,720 22,415 $1,415,569

(1) These amounts represent the aggregate value realized upon the exercise of vested stock options. Thevalue realized upon the exercise of each such stock option is the difference between the market value ofMetLife common stock when the stock option was exercised and the exercise price of the stock option.

(2) These amounts were payouts of Opportunity Awards for the performance period of April 1, 2004 toMarch 31, 2007. 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 Opportunity Awards, total shareholder return means the change (plus orminus) in the closing price of a share of MetLife common stock from the first day of the performanceperiod through the last day, plus the value of dividends paid during the performance period on such stockon a reinvested basis. The Compensation Committee could have increased or decreased the final amountpayable by up to 10%. Based on its assessment of Company performance, it elected not to do so. Seventy-five percent of the final amount was payable in the form of MetLife common stock based on the closingstock price at the end of the performance period, and 25% was payable in cash using the same closingprice. Each of the Named Executive Officers had the opportunity to defer any or all amounts payable, butcould receive the 25% cash portion in stock only if the executive deferred it as a stock payment. Each ofthe Named Executive Officers elected to defer receipt of the 75% stock portion of the payment and toreceive the 25% cash portion on a non-deferred basis.

(3) The performance shares for the performance period of January 1, 2005 to December 31, 2007 havevested, but the actual amount of performance shares payable is not yet known and are not reflected in thistable. See the table entitled “Outstanding Equity Awards at 2007 Fiscal Year-End” on page 47 for moreinformation about these performance shares. The amount of performance shares payable for theperformance period of January 1, 2005 to December 31, 2007 will be reflected in the table entitled“Option Exercises and Stock Vested in 2008” in the Company’s 2009 Proxy Statement.

49


Pension Benefits

Name Plan Name

Number of YearsCredited Service

(#)

Present Value ofAccumulated Benefit

($)

C. Robert Henrikson. . . . . . . . . . . . Retirement Plan 35.5 $ 1,193,431Auxiliary Pension Plan 35.5 $22,146,934

William J. Wheeler. . . . . . . . . . . . . Retirement Plan 10.25 $ 148,696Auxiliary Pension Plan 10.25 $ 689,971

William J. Toppeta . . . . . . . . . . . . . Retirement Plan 34.417 $ 1,072,074Auxiliary Pension Plan 34.417 $ 8,430,254

Catherine A. Rein . . . . . . . . . . . . . Retirement Plan 22.417 $ 831,597Auxiliary Pension Plan 22.417 $ 6,057,457

Lisa M. Weber . . . . . . . . . . . . . . . . Retirement Plan 9.833 $ 140,340Auxiliary Pension Plan 9.833 $ 1,057,477

The Named Executive Officers participate in theRetirement Plan and the Auxiliary Pension Plan. Nopayments of pension benefits were made to theNamed Executive Officers in 2007.

The Retirement Plan is a tax-qualified definedbenefit pension plan that provides benefits foremployees on the United States payroll.Employees are eligible to participate after oneyear of service and, effective January 1, 2008,become vested in their benefits after three yearsof service. The amount of an employee’s pensionunder the Retirement Plan is calculated usinghistorical compensation and other information.Since the Internal Revenue Code imposeslimitations on eligible compensation and on theamounts that could be paid under the RetirementPlan, the Company also sponsors the AuxiliaryPension Plan to provide benefits which eligibleemployees would have received under theRetirement Plan if these limitations were notimposed. The Auxiliary Pension Plan is anonqualified deferred compensation plan that isunfunded. Benefits under the Auxiliary PensionPlan are calculated in substantially the samemanner as they are under the Retirement Plan.

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

of 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 over the past 35 years.Employees who served more than 35 years alsoreceive 0.5% of final average compensationmultiplied by years and months of service inexcess of 35 years. An employee’s final averagecompensation is calculated by looking back at the10-year period prior to retirement or termination ofemployment and determining the consecutive five-year period during which the employee’s eligiblecompensation (including base salary and AVIPawards) produces the highest average annualcompensation. When determining benefits underthe Auxiliary Pension Plan for the Named ExecutiveOfficers (and other senior officers), final averagecompensation is calculated by looking back at the10-year period prior to retirement or termination ofemployment and determining (a) the consecutivefive-year period that would produce the highestaverage base salary, and (b) the average of thehighest five AVIP awards, regardless of whetherin consecutive years, determined using aprojected AVIP award (equal to the highest of thelast three AVIP awards paid while the NamedExecutive Officer was in active service) on aprorated basis for any partial final year ofemployment. The sum of the highest averageannual base salary and the average annual AVIP

50


award is the Named Executive Officer’s finalaverage 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 2007, $97,500), plus 10% of eligiblecompensation in excess of that wage base. Inaddition, amounts in each employee’s accountearn interest at the U.S. government’s 30-yeartreasury securities rate. Mr. Henrikson’s,Mr. Toppeta’s and Ms. Rein’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 they become RetirementEligible. Employees may choose a lump sumpayout 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 Pension Plan,including a lump sum payment. Except for thejoint and survivor 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 higher

because 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 Retirement AccountFormula is reported in the table entitled “PensionBenefits.” The assumptions used in thedetermination of present value as ofDecember 31, 2007 include assumed retirementfor each Named Executive Officer at the earliestdate the executive could retire with full pensionbenefits. This was the earlier of the date theexecutive reached at least age 62 with at least20 years of service, or the normal retirement(age 65). Otherwise, the assumptions used werethe same as those used for financial reporting underGAAP. For a discussion of the assumptions maderegarding this valuation, see Note 17 of the Notes toConsolidated Financial Statements included in the2007 Form 10-K.

Amounts that were vested in the Auxiliary PensionPlan after 2004 are subject to the requirements ofSection 409A. Each Named Executive Officer hasthe opportunity to choose his or her form ofpayment (including a lump sum) through 2008(so long as they do not begin receiving paymentsin the year of their election), which is within thetime period permitted for such elections underSection 409A. Payments of amounts that aresubject to the requirements of Section 409A tothe top 50 highest paid officers in the Companythat are due upon separation from service aredelayed for six months following their separation,as required by Section 409A.

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 servicerequired to qualify for early retirement, untilnormal retirement at age 65 and at least one yearof service. Mr. Henrikson, Mr. Toppeta and Ms.Rein were eligible for early retirement benefits in2007.

Early retirement payments are reduced from normalretirement benefits by an early retirement factor thatdepends on the employee’s age at the time payments

51


begin and years of service at the end of employment.If an employee has 20 years of service or more and isRetirement Eligible, the factors range from 72% atage 55 to 100% at age 62. If an employee does nothave 20 years of service, the factors range from54.8% at age 55 to 100% at age 65.

For a discussion of service credit granted undercertain terminations of employment, see“Potential Payments Upon Termination orChange-in-Control” beginning on page 57.

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Nonqualified Deferred Compensation

The Company’s nonqualified deferred compensation program offers savings opportunities to the NamedExecutive Officers, as well as hundreds of other eligible employees. Under this program, employees mayelect to defer receipt of their base salary and incentive compensation. Income taxation on such compensationis delayed until the employee receives payment. In addition, under the Auxiliary Savings and InvestmentPlan, 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 2007 and the amount the Companycontributed to the Named Executive Officer’s Auxiliary Savings and Investment Plan account in 2007, as wellas aggregate earnings in 2007 on all deferred compensation, any distributions made in 2007, and theaggregate deferred compensation balance at the end of 2007. The aggregate balance includes any deferralsand earnings on deferrals in all years of employment, not limited to 2007.

Name

ExecutiveContributions in

Last FY($)(1)

RegistrantContributions in

Last FY($)(2)

Aggregate Earningsin Last FY

($)(3)

AggregateWithdrawals/Distributions

($)

Aggregate Balanceat Last

FYE($)(4)

C. Robert Henrikson . . . . $1,301,410 $191,000 $438,234 $ 0 $ 9,917,926William J. Wheeler . . . . . $ 616,457 $ 79,500 $ 70,320 $530,590 $ 1,915,233William J. Toppeta . . . . . $1,027,429 $ 59,000 $277,266 $ 0 $ 6,681,909Catherine A. Rein. . . . . . $ 958,934 $ 67,000 $280,027 $ 0 $ 6,448,754Lisa M. Weber . . . . . . . . $1,061,677 $ 79,000 $381,556 $ 0 $10,176,569

(1) Amounts in this column were earned under the Long Term Plan in 2007 for the performance periodApril 1, 2004 to March 31, 2007. Each of the Named Executive Officers elected to defer receipt of the75% portion of the payment that was payable in the form of MetLife common stock. Each amount is net ofwithholding for certain taxes prior to deferral. The full payout amounts of the Long Term Plan OpportunityAwards are included in the table entitled “Option Exercises and Stock Vested in 2007” on page 49. Thespecific amounts reported in this column do not appear in the Summary Compensation Table. However,the Company’s accounting expense in 2007 for these and all other Opportunity Awards that wereoutstanding for any part of 2007 is reported in the Summary Compensation Table (see “Stock Awards andOption Awards” on page 42). No employee contributions are made under the Auxiliary Savings andInvestment Plan.

(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) None of the amounts in this column are reported in the Summary Compensation Table. See the textpertaining to the Change in Pension Value and Nonqualified Deferred Compensation Earnings column ofthat table on page 41.

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(4) A portion of the amounts reported in this column were reported as Company Auxiliary Savings andInvestment Plan contributions in the “All Other Compensation” column of the Summary CompensationTable in the Company’s Proxy Statement for 2007. These amounts are shown below:

C. Robert Henrikson. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $144,200William J. Wheeler. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 63,533William J. Toppeta . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 64,533Catherine A. Rein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 62,033Lisa M. Weber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 84,533

In addition, a portion of the amounts reported in this column represent the value of Opportunity Awardsthat were outstanding during some or all of 2006, but were ultimately deferred by the Named ExecutiveOfficer. The Company’s accounting expense in 2006 under Financial Accounting Standard 123 (Revised)for these awards (and other stock awards outstanding during some or all of 2006) was reported in the “StockAwards” column of the Summary Compensation Table in the Company’s Proxy Statement for 2007.

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 under performance share awards orOpportunity Awards. These deferrals arevoluntary contributions of the Named ExecutiveOfficers’ own earnings.

Payments that would have been made in MetLifecommon stock, but are deferred, remain payable inMetLife common stock. Opportunity Awardsotherwise payable in cash could have beenirrevocably deferred in the form of MetLifecommon stock. In that event, when the deferredpayment is made, it will be made in shares ofMetLife common stock, and not in cash. For afurther description of payouts of OpportunityAwards, see the table entitled “Option Exercisesand Stock Vested in 2007” on page 49. All otherdeferred compensation 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 becoming Retirement Eligible orBridge Eligible. Payments to the top 50 highest paidofficers that are due upon separation from service

are delayed for six months following theirseparation, in compliance with Section 409A.

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% reduction,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 2007 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.

54


Simulated Investment 2007 Return

MetLife Savings and Investment PlanFixed Income Fund . . . . . . . . . . . . 5.15%

Lord Abbett Bond Debenture Fund . . 6.85%Oakmark Fund» . . . . . . . . . . . . . . . . (3.64)%MetLife Savings and Investment Plan

Small Company Stock Fund. . . . . . 13.95%Oakmark International Fund . . . . . . . (.51)%Standard & Poor’s 500» Index . . . . . . 5.49%Russell 2000» Index . . . . . . . . . . . . . (1.57)%Nasdaq Composite» Index . . . . . . . . 0.15%MSCI EAFE» Index . . . . . . . . . . . . . . 11.17%Lehman Brothers» Aggregate Bond

Index . . . . . . . . . . . . . . . . . . . . . . 6.97%Merrill Lynch US High Yield Master II

Index . . . . . . . . . . . . . . . . . . . . . . 2.19%MSCI Emerging Markets IndexSM . . . . 39.39%MetLife Deferred Shares Fund . . . . . . 5.67%MetLife Common Stock Fund . . . . . . 5.67%

The NASDAQ Composite Index was available as asimulated investment through February 28, 2007.The MetLife Common Stock Fund was available as asimulated investment (for deferred cashcompensation) beginning October 1, 2007. Eachother simulated investment was available for theentirety of 2007.

Auxiliary Savings and Investment Plan

Named Executive Officers and other eligibleemployees who elect to contribute at least 3% oftheir eligible compensation under the tax-qualifiedSavings and Investment Plan receive a matchingcontribution of 4% of their eligible compensationin that plan. However, the Internal Revenue Codelimits compensation that is eligible for employermatching contributions under the Savings andInvestment Plan. In 2007, the Company couldnot make matching contributions based oncompensation over $225,000. Named ExecutiveOfficers and other eligible employees arecredited with 4% of their eligible compensationbeyond that limit. This Company contribution iscredited to an account established for the employeeunder the nonqualified Auxiliary Savings andInvestment Plan. The employee’s eligible

compensation under the Savings and InvestmentPlan and Auxiliary Savings and Investment Planincludes base salary and AVIP awards. Employeescan elect to receive their Auxiliary Savings andInvestment Plan balances in a lump sum attermination of employment or in up to 15 annualinstallments. Employees can also elect to delaytheir payment, or the beginning of their annualpayments, up to ten years after termination ofemployment.

Amounts in the Auxiliary Savings and InvestmentPlan are subject to the requirements ofSection 409A. Participants may elect the timeand form of their payments through 2008, whichis within the time period permitted for suchelections under Section 409A. If the participant’semployment ends in the same year that theparticipant made an election, that election mustbe disregarded under Section 409A, and any priorelection made in an earlier year will instead governthe payment. Payments to the top 50 highest paidofficers that are due upon separation from serviceare delayed for six months following theirseparation, in compliance with Section 409A.

Employees may choose from a range of simulatedinvestments for their Auxiliary Savings andInvestment Plan accounts. These simulatedinvestments are identical to the core fundsoffered under the Savings and Investment Plan.Employees may change the simulatedinvestments for new Company contributions totheir Auxiliary Savings and Investment Planaccounts at any time.

Employees may also change the simulatedinvestments for their existing Auxiliary Savingsand Investment Plan accounts up to twice amonth. Employees may not have more than one-half of their Auxiliary Savings and Investment Planaccount balances in the MetLife Company StockFund. Fees are charged to employees for movingexisting balances out of certain internationalsimulated investments prior to pre-establishedholding period requirements.

55


The table below reflects the simulated investmentreturns for 2007 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 2007 Return

Fixed Income Fund. . . . . . . . . . . . . . 5.15%Common Stock Index Fund. . . . . . . . 5.46%Equity Fund . . . . . . . . . . . . . . . . . . . 12.82%Value Equity Fund . . . . . . . . . . . . . . 4.22%Blended Small Company Stock

Fund . . . . . . . . . . . . . . . . . . . . . . 0.02%Small Company Stock Fund . . . . . . . 13.95%International Equity Fund . . . . . . . . . 12.73%Emerging Markets Equity Fund . . . . . 37.58%MetLife Company Stock Fund . . . . . . 5.39%

Each simulated investment was available for theentirety of 2007.

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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 been terminated from employment or had a change-in-control of the Company occurred onthe last business day of 2007 (Trigger Date). The table reflects hypothetical payments and benefits. None ofthe payments or benefits has actually been made. It does not include payments or benefits underarrangements available on the same basis generally to all salaried employees of the Company. TheNamed Executive Officers’ pension benefits and nonqualified deferred compensation are described inthe tables entitled “Pension Benefits” and “Nonqualified Deferred Compensation,” respectively.

VoluntaryResignation

InvoluntaryTermination With

Severance Pay Other

Payments Solely onAccount of

Change-in-ControlTermination With

Severance Pay

No Change-in-Control Change-in-Control

C. Robert Henrikson . . . $30,472 $1,025,001 $8,316,030 $8,367,980 $9,215,788William J. Wheeler . . . . $ 0 $1,319,126 $2,637,674 $2,669,668 $4,053,077William J. Toppeta . . . . $30,472 $ 625,001 $2,941,125 $2,995,072 $5,144,381Catherine A. Rein . . . . . $30,472 $ 601,924 $2,617,986 $2,671,933 $4,593,530Lisa M. Weber . . . . . . . $ 0 $1,462,696 $3,053,511 $3,085,505 $4,985,546

Voluntary Resignation (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 Retirement Eligible as of the Trigger Date(Mr. Henrikson, Ms. Rein, and Mr. Toppeta), wouldeach have been eligible for financial planningservices in connection with the end of theiremployment, regardless of the reason theiremployment ended. The estimated cost of thoseservices is reflected in this table. In each case wherethe cost of financial planning services is reflected inthis table, a proportionate share of the retainer feefor the financial planning services provider isincluded.

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 stock-basedawards, unless the executive had beeninvoluntarily terminated for cause. Each of theexecutive’s performance shares would have beenpaid after the conclusion of the performance periodas if the executive had remained employed, thestock options granted to the executive in 2001

would have remained exercisable for three yearsfrom the end of the executive’s employment, and allof the Named Executive Officers’ other stockoptions would have continued to vest and remainexercisable for the full ten-year term of the stockoption. The executive would also have beeneligible for an AVIP payment for 2007, at thediscretion of the Compensation Committee.These terms apply to all employees of theCompany who meet the age and servicequalifications to become Retirement Eligible andhave received such awards. See the table entitled“Outstanding Equity Awards at 2007 Fiscal Year-End” on page 47 for details on those awards.

Any Named Executive Officer who had resignedbut was not Retirement Eligible as of the TriggerDate would have received the 2005-2007performance shares that vested on December 31,2007, and would have had 30 days from the TriggerDate to exercise any stock options that had vestedas of the Trigger Date. The Named Executive Officerwould have forfeited all other outstanding stock-based compensation awards.

Involuntary Termination With Severance Pay (NoChange-in-Control). None of the NamedExecutive Officers has an employment agreement

57


or 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 unvested performance shares and allof the executive’s stock options would have beenforfeited and the executive would have received noAVIP payment for 2007 performance. For thispurpose, “cause” is defined as engaging in aserious infraction of Company policy, theft ofCompany property or services or other dishonestconduct, conduct otherwise injurious to theinterests of the Company, or demonstratedunacceptable 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. In order to receive any severance pay,the executive would have had to enter into aseparation agreement that would have included arelease of employment-related claims against theCompany (a Separation Agreement). Eachexecutive would also have been entitled tooutplacement services, and the executives whowere not Retirement Eligible would have beenentitled to the same financial planning servicesas those who were Retirement Eligible. The costof these payments and services is reflected in thetable above.

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.

Had a Named Executive Officer been BridgeEligible on the Trigger Date, the executive wouldhave received the benefit of all stock-based awardsmade in 2005 or later on the same basis as thosewho were Retirement Eligible. In order to be BridgeEligible, the executive would have had to enter intoa Separation Agreement.

If the Named Executive Officer was neitherRetirement Eligible nor Bridge Eligible on theTrigger Date, the effect of termination ofemployment with severance pay on a Named

Executive Officer’s existing stock options wouldhave generally been the same as that of avoluntary termination. However, in order tocomply with Section 409A, the performanceshare agreements were modified in 2007 toprovide for payments in consideration of theexecutive’s otherwise forfeited performanceshares. The executive would have been offered aprorated payment, using the amount of time thathad passed in the performance period and theclosing price of MetLife common stock on thedate the performance shares were granted. Theestimated cost of these payments for each NamedExecutive Officer who was not Retirement Eligibleor Bridge Eligible on the Trigger Date is reflected inthe table above.

Other (No Change-in-Control). In the unlikelyevent that a Named Executive Officer had diedon the Trigger Date, that executive’s stock-basedawards would have vested and become payableimmediately. The Company would have paid theexecutive’s unvested performance shares using100% of performance shares granted (TargetPerformance). All of the executive’s stock optionswould have become immediately exercisable.These terms apply to all employees of theCompany who have been made such awards.The payment on stock-based awards wascalculated using the closing price of MetLifecommon stock on the Trigger Date (Trigger DateClosing Price). The Named Executive Officer’s heirsor beneficiaries would also have been eligible forfinancial planning services in connection with theexecutive’s death. The estimated cost of all of thesepayments and benefits is reflected in the tableabove.

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 includeany 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 transaction

58


after which the previous shareholders of MetLife donot 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, the Company would have paid out theexecutive’s unvested performance shares in cashusing Target Performance and thechange-in-control price of MetLife commonstock. Payment would have been made withinthirty (30) days after the change-in-control,except that if the event did not qualify as achange-in-control as defined in Section 409A,then payment would have been made followingthe end of the three-year performance periodoriginally applicable to the performance shares.Each executive’s unvested stock options wouldhave become 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 that complieswith Section 409A (an Alternative Award), ratherthan accelerate or pay out the existing award. Inaddition, upon a change-in-control, each of theNamed Executive Officers would have beeneligible for four years of financial planningservices regardless of termination of employment.

The estimated cost of these payments and benefits isreflected in the table above. The payment as a resultof unvested stock options and unvestedperformance shares was calculated using theTrigger Date Closing Price and assumes noAlternative Award was made.

Termination with Severance Pay(Change-in-Control). As described on page 40,MetLife has established the Executive SeverancePlan, a severance plan in which each of theNamed Executive Officers is eligible toparticipate. Under this plan, had achange-in-control occurred on the Trigger Date,and the Named Executive Officer’s terms andconditions of employment during the three-yearperiod beginning with the Trigger Date

(Employment Period) not satisfied specifiedstandards, the Named Executive Officer couldhave terminated employment and receivedseverance pay and related benefits. Thesestandards include:

• base pay no lower than the level paid before thechange-in-control; annual bonus opportunitiesat least the same as other Company executives;

• participation in all long-term incentivecompensation programs for key executives atleast the same level as other executives of theCompany of comparable rank;

• aggregate annual bonus and long-termcompensation awards at least equal to theaggregate value of such awards for any ofthree years prior to the change-in-control;

• a prorata annual bonus for any fiscal year thatextends beyond the end of the three-year periodat least equal to the same prorata portion of anyof the three annual bonuses awarded prior to thechange-in-control;

• participation in all Company pension, deferredcompensation, savings, and other benefit plansat the same level as or better than those madeavailable to other similarly-situated officers; and

• vacation, indemnification, fringe benefits, andreimbursement of expenses on the same basis asother similarly-situated officers; and a worklocation at the same office as the executivehad immediately prior to thechange-in-control, or within 50 miles of thatlocation.

In addition, if the Company had involuntarilyterminated the Named Executive Officer’semployment without cause during theEmployment Period, the executive would havereceived severance pay and related benefits. Forthese purposes, cause is defined as the executive’sconviction or plea of nolo contendere to a felony,dishonesty or gross misconduct which results or isintended to result in material damage to theCompany’s business or reputation, or repeated,material, willful and deliberate violations by theexecutive of the executive’s obligations.

Had a Named Executive Officer qualified forseverance pay as of the Trigger Date, the amount

59


would 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. If theexecutive would have received a greater netafter-tax benefit by reducing the amount ofseverance pay below the excise tax threshold,severance pay will be reduced to an amount lowenough to avoid the excise tax. The executive’srelated benefits would have included up to threeyears continuation of existing medical, dental, andlong-term disability plan benefits, as well asadditional service credit for pension benefits for

up to three years or until the executive’s65th birthday (whichever comes first). Theestimated cost of these payments and benefits isreflected in the table above, using the Trigger DateClosing Price and the actuarial present value ofcontinuation of benefits and additional servicecredit.

If severance pay and related benefits had becomedue because the executive voluntarily terminatedemployment, payment would have been delayedfor six months in order to comply withSection 409A.

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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 February 28, 2008by each of the Directors and Named Executive Officers of MetLife and all the Directors and ExecutiveOfficers, as a 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 (4) and (5) below), shares held indirectly in the Savingsand Investment Plan and other shares which the Director or Executive Officer may directly or indirectly haveor share voting power or investment power (including the power to direct the disposition of the shares). Noneof the Directors or Executive Officers of the Company beneficially owned Floating Rate Non-CumulativePreferred Stock, Series A, of the Company, 6.50% Non-Cumulative Preferred Stock, Series B, of the Company,or 6.375% Common Equity Units of the Company as of February 28, 2008.

Name(1)

Amount andNature ofBeneficialOwnership(2)(3)(4)(5)

Percent ofClass

Common Stock

C. Robert Henrikson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 686,737 *Sylvia M. Burwell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,420 *Burton A. Dole, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,272 *Cheryl W. Grisé . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,846 *James R. Houghton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,844 *R. Glenn Hubbard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,216 *Helene L. Kaplan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,121 *John M. Keane . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,826 *James M. Kilts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,185 *Charles M. Leighton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,776 *Hugh B. Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,195 *David Satcher . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,141 *Kenton J. Sicchitano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,758 *William C. Steere, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,211 *Catherine A. Rein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,104 *William J. Toppeta . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 432,178 *Lisa M. Weber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 341,650 *William J. Wheeler. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219,163 *Board of Directors of MetLife, but not in each Director’s individual

capacity(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 258,577,341 36.3%All Directors and Executive Officers, as a group(7) . . . . . . . . . . . . . . . . . . 2,302,713 *

* Number of shares represents less than one percent of the number of shares of common stock outstandingat February 28, 2008.

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(1) Eduardo Castro-Wright and Lulu C. Wang were elected to the Board of Directors effective March 3, 2008and therefore are not included in the above table. As disclosed in the Forms 4 filed by Mr. Castro-Wrightand Ms. Wang with the SEC on March 5, 2008, each of them beneficially owned 325 shares of theCompany’s common stock as of March 3, 2008.

(2) 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 (3) and (4) below. Additionally,Mr. Henrikson has shared investment and voting power over 479 shares included in this column andhe disclaims beneficial ownership of 20 shares included in this column.

(3) 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 Leighton. . . . . 79 Rein . . . . . . . . 10Dole . . . . . . . 15 Price . . . . . . . 10 Toppeta . . . . . 344Houghton. . . . 10 Satcher . . . . . . 260 Weber . . . . . . 10Kaplan . . . . . . 10 Steere . . . . . . 10 Wheeler . . . . . 10

Directors and Executive Officers as of February 28, 2008, as a group, were allocated 1,388 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.

(4) 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 February 28, 2008. Thenumber of such options held by each Director and Named Executive Officer is shown in the followingtable:

Name

Number ofOptions

Exercisablewithin 60 days Name

Number ofOptions

Exercisablewithin 60 days Name

Number ofOptions

Exercisablewithin 60 days

Henrikson . . . 631,034 Kaplan . . . . . . 6,836 Steere . . . . . . 6,836Burwell . . . . . 553 Keane . . . . . . 1,210 Rein. . . . . . . . 45,999Dole . . . . . . . 6,836 Leighton. . . . . 6,836 Toppeta . . . . . 390,327Grisé . . . . . . . 178 Price . . . . . . . 6,836 Weber . . . . . . 311,668Houghton . . . 6,836 Sicchitano . . . 1,536 Wheeler . . . . . 207,542

All Directors and Executive Officers as of February 28, 2008, as a group, held 1,989,967 optionsexercisable within 60 days of February 28, 2008.

(5) Includes Deferred Shares that the Director or Executive Officer could acquire within 60 days ofFebruary 28, 2008, such as by ending employment or service as a Director, or by taking early

62


distribution of the shares with a 10% deduction as described on page 54. The number of such DeferredShares held by each Director and Named Executive Officer is shown in the following table:

Name

Number ofDeferredShares

That Can BeAcquired

within 60 Days Name


That Can BeAcquired

within 60 Days Name


That Can BeAcquired

within 60 Days

Henrikson . . . 45,194 Keane . . . . . . 6,370 Steere . . . . . . 17,365

Burwell . . . . . 7,867 Kilts . . . . . . . 2,185 Rein . . . . . . . 39,095

Dole . . . . . . . 11,184 Leighton . . . . 861 Toppeta . . . . . 41,507

Grisé . . . . . . . 3,110 Price . . . . . . . 1,349 Weber . . . . . . 28,157

Hubbard . . . . 2,216 Satcher . . . . . 332 Wheeler . . . . 5,644

Kaplan . . . . . 1,550 Sicchitano . . . 770

Does not include Deferred Shares to the extent the Company would delay payment in order to complywith Section 409A, as described on page 54.

(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. 32 toSchedule 13D referred to below under the heading “Security Ownership of Certain Beneficial Owners”on page 65.

(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 (3). Includes1,989,967 shares that are subject to options that are exercisable within 60 days of February 28, 2008by all Directors and Executive Officers of the Company as of February 28, 2008, as a group, including theshares that are subject to options described in note (4).

63


Deferred Shares Not Beneficially Owned and Deferred Share Equivalents.

Deferred Shares that could not be acquired within 60 days of February 28, 2008 are not consideredbeneficially owned. Deferred Share Equivalents are also not deemed beneficially owned because theirpayment is not made in MetLife common stock. Each, however, aligns the Directors’ and Named ExecutiveOfficers’ interests with the interests of the Company’s shareholders since the value of Deferred Shares andDeferred Share Equivalents depends upon the price of MetLife common stock. The table below sets forthinformation on the Directors’ and Named Executive Officers’ Deferred Shares that could not be acquiredwithin 60 days and their Deferred Share Equivalents, as of February 28, 2008.

Name

Deferred SharesNot Beneficially Owned

and/or Deferred Share Equivalents

C. Robert Henrikson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78,331Sylvia M. Burwell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,412Cheryl W. Grisé . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,260Helene L. Kaplan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,130James M. Kilts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,578Charles M. Leighton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,361Hugh B. Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,295David Satcher . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,549Kenton J. Sicchitano . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,591William C. Steere . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,919Catherine A. Rein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,189William J. Toppeta . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,041Lisa M. Weber . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,787William J. Wheeler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,963

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 2007, except for one report not timelyfiled by Mr. Leighton regarding the acquisition of 4,149 Deferred Share Equivalents, all filings required to bemade by reporting persons were timely made in accordance with the requirements of the Exchange Act.Mr. Leighton’s acquisition of the Deferred Share Equivalents resulted from a reallocation of his existingaccount balances under the Non-Management Director deferred compensation program.

64


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) . . . . . . . . . . . . . . . . . . . . . . 258,577,341 36.3%c/o Wilmington Trust Company, as TrusteeRodney Square North1100 North Market StreetWilmington, DE 19890

AXA Financial, Inc.(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,825,114 6.2%1290 Avenue of the AmericasNew York, NY 10104

(1) The Board of Directors of the Company has reported to the SEC that, as of February 25, 2008, it, as anentity, had shared voting power over 258,577,341 shares of MetLife common stock held in the MetLifePolicyholder Trust. The Board’s report is in Amendment No. 32, filed on February 28, 2008 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) This information is based solely on a Schedule 13G filed with the SEC on February 14, 2008 by AXAFinancial, Inc. (“AXA Financial”), a holding company, filing on behalf of itself, AXA Assurances I.A.R.D.Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, and AXA. AXA Financialreported beneficial ownership of 43,268,423 shares of MetLife common stock, constituting 5.8% of theclass of shares, with sole voting power for 29,147,223 of such shares, shared voting power for 6,260,993of such shares, sole dispositive power for 43,268,393 of such shares, and shared dispositive power for 30of such shares. The other reporting persons each indicated beneficial ownership of 45,825,114 shares ofMetLife common stock, constituting 6.2% of the class of shares, over which they each claimed sole votingpower for 30,431,589 of such shares, shared voting power for 6,260,993 of such shares, sole dispositivepower for 45,825,084 of such shares, and shared dispositive power for 30 of such shares. The reportingpersons indicated that a majority of the shares reported are held by unaffiliated third-party client accountsmanaged by Alliance Capital Management L.P., as investment adviser. Alliance Capital Management L.P.is a majority-owned subsidiary of AXA Financial.

65


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

Appendix B

Reconciliation of Non-GAAP Financial Measures

Operating earnings available to common shareholders is defined as GAAP net income, excluding netinvestment gains and losses, net of income tax, adjustments related to net investment gains and losses, net ofincome tax, and discontinued operations other than discontinued real estate, net of income tax, less preferredstock dividends. Scheduled periodic settlement payments on derivative instruments not qualifying for hedgeaccounting treatment are included in operating earnings available to common shareholders. Operatingearnings available to common shareholders per diluted common share is calculated by dividing operatingearnings available to common shareholders by the number of weighted average diluted common sharesoutstanding for the period indicated. Operating return on common equity is defined as operating earningsavailable to common shareholders divided by average GAAP common equity, excluding accumulated othercomprehensive income.

2007 2006For the Year Ended December 31,

(in total and per common share)Reconciliation of Operating Earnings to Net Income

(in millions, except per common share data)

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,317 $ 5.66 $ 6,293 $8.17Less: Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . 137 0.18 134 0.18

Net income available to common shareholders. . . . . . . . . . . . . 4,180 5.48 6,159 7.99Less: Net investment gains (losses), net of income tax(1) . . . . (648) (0.85) 2,003 2.59Less: Adjustments related to net investment gains (losses), net

of income tax(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 0.06 74 0.10Less: Discontinued operations, net of income tax(3) . . . . . . . 19 0.02 60 0.08

Operating earnings available to common shareholders . . . . . . . $ 4,762 $ 6.25 $ 4,022 $5.22

Calculation of Operating Return on Common Equity

Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35,179 $33,798Less: Accumulated other comprehensive income . . . . . . . . . . 1,078 1,118Less: Preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,042 2,042

Adjusted common equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $32,059 $30,638

Average common equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31,349 $27,893Operating return on common equity. . . . . . . . . . . . . . . . . . . . . 15.2% 14.4%

(1) Net investment gains (losses), net of income tax, includes gains (losses) on sales of real estate and realestate joint ventures related to discontinued operations of $8 million and $3,079 million for the full yearended December 31, 2007 and 2006, respectively, and excludes gains (losses) of $165 million and$186 million for the full year ended December 31, 2007 and 2006, respectively, from scheduled periodicsettlement payments on derivative instruments not qualifying for hedge accounting treatment.

(2) Adjustments related to net investment gains (losses), net of income tax, include amortization of unearnedrevenue and deferred acquisition costs, adjustments to the policyholder dividend obligation and amountsallocable to certain participating contracts.

(3) Discontinued operations, net of income tax, excludes gains (losses) from discontinued operations relatedto real estate and real estate joint ventures.


B-1

metlife proxy statement2008

Economy & Finance

annual meeting of metlife

shareholder meeting

notice of annual meeting

board of directors

election of directors

management directors

annual report

secretarynew york