Exhibit




Exhibit 10.95
PERFORMANCE SHARE AGREEMENT
MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Performance Shares (your “Performance Shares”).  Your Performance Shares are subject to the terms and conditions of the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”) and this Performance Share Agreement (this “Agreement”), which includes the Award Agreement Supplement (the “Supplement”).  Please note that the Supplement includes terms for forfeiture of your Performance Shares under some circumstances.
Standard Terms.  
(a)  These terms are the “Standard Terms” and will apply to your Performance Shares except in so far as Sections S-2 (“Change of Status”), S-3 (“Change of Control”), or S-16 (“Restrictive Covenants”) apply.  If Shares are paid to you, you will receive evidence of ownership of those Shares.  
(b)  The Performance Period for your Performance Shares will begin on January 1, [year] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period.  After the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Shares payable in accordance with these Standard Terms (your “Final Performance Shares”), and your Final Performance Shares will be due and payable in Shares at the time specified in Section S-8  (“Timing of Payment”).  
(c)  If the Committee determines in writing that the Company met one or more of the Section 162(m) Goals, then you will be eligible for a payment of up to 175% of your Performance Shares.  Notwithstanding any other terms of this Agreement, your payment may not exceed this amount.  
(d)  If, under Section (c) of these Standard Terms, you are eligible for a payment, the Committee will determine your Final Performance Shares by multiplying your Performance Shares by the “Final Performance Factor.”  The Final Performance Factor means a percentage (from zero to 175%) determined by the Committee in its discretion.  In exercising its discretion, the Committee may consider the average of two performance factors (each from zero to 175%), described in (1) and (2) below, subject to the cap determined by (3) below, if applicable, or such other considerations as it finds appropriate.
(1)  The first performance factor will be based on the Company’s annual performance during the Performance Period with respect to Operating Return on Equity compared to its three-year business plan, as determined by the Committee in its discretion.  In exercising its discretion, the Committee may refer to the guidelines in Performance Factor Appendix 1 to this Agreement, or such other considerations as it finds appropriate.  

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(2)  The second performance factor will be based on the Company’s performance with respect to Total Shareholder Return during the Performance Period compared to the Company’s peer companies, as determined by the Committee in its discretion.  In exercising its discretion, the Committee may refer to the list of peer companies and guidelines in Performance Factor Appendix 2 to this Agreement, or such other considerations as it finds appropriate.
(3)  In determining the Final Performance Factor in its discretion, the Committee may consider whether the Company’s Total Shareholder Return for the Performance Period is zero or less, and if so may, in its discretion, choose to set the Final Performance Factor at the lesser of (a) the average of the percentages determined under Sections (d)(1) and (2) of these Standard Terms; or (b) 100%.
IN WITNESS WHEREOF, MetLife, Inc. has caused this agreement to be offered to you, and you have accepted this Agreement by the electronic means made available to you.

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Performance Factor Appendix 1 
to Performance Share Agreement
	
								
	Operating Return on Equity Performance Factor Guidelines

	 
	Below Threshold
	Threshold
	Between Threshold and Target
	Target
	Between Target and Maximum
	Maximum
	Above Maximum

	Performance Result
	0% - 79%
	80%
	81% - 99%
	100%
	101% - 119%
	120%
	121% +

	Performance Factor
	0%
	25%
	For each 1% the performance result is above 80%, add 3.75% to the threshold performance factor of 25%.
	100%
	For each 1% the performance result is above 100%, add 3.75% to the target performance factor of 100%.
	175%
	175%






	
			
	Guideline Examples

	Performance Result
	Performance Factor

	79%
	0
	%

	80%
	25
	%

	85%
	43.75
	%

	90%
	62.50
	%

	95%
	81.25
	%

	100%
	100
	%

	110%
	137.50
	%

	115%
	156.25
	%

	120%
	175
	%

	125%
	175
	%








Performance Factor Appendix 2 
to Performance Share Agreement
	
			
	Total Shareholder Return Peer Companies

	Aegon NV
	 
	Legal & General Group

	Aflac Inc.
	 
	Lincoln National Corp.

	AIA Group
	 
	Manulife Financial Corp.

	Allianz SE
	 
	Ping An Insurance Group

	Allstate Corp
	 
	Principal Financial Grp Inc.

	American International Group
	 
	Prudential Financial Inc.

	Assicurazioni Generali SPA
	 
	Prudential PLC

	Aviva PLC
	 
	Travelers Cos. Inc.

	AXA
	 
	Unum Group

	Dai-Ichi Life Insurance Co. Ltd.
	 
	Zurich Financial Services

	Hartford Financial Services
	 
	 






	
								
	Total Shareholder Return Performance Factor Guidelines

	 
	Below Threshold
	Threshold
	Between Threshold and Target
	Target
	Between Target and Maximum
	Maximum
	Above Maximum

	Performance Result
	0 - 24th %tile
	25th %tile
	26th - 49th %tile
	50th %tile
	51st -87.4th %tile
	87.5th %tile
	87.6th -99th %tile

	Performance Factor
	0%
	25%
	For each %tile the performance result is above the 25th %tile, add 3% to the threshold performance factor of 25%.
	100%
	For each %tile the performance result is above the 50th %tile, add 2% to the target performance factor of 100%.
	175%
	175%






	
			
	Guideline Examples

	Performance Result
	Performance Factor

	24th %tile
	0
	%

	25th %tile
	25
	%

	30th %tile
	40
	%

	40th %tile
	70
	%

	50th %tile
	100
	%

	60th %tile
	120
	%

	70th %tile
	140
	%

	80th %tile
	160
	%

	87.5th %tile
	175
	%

	99th %tile
	175
	%







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