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                                                                   EXHIBIT 10.13

METLIFE, INC. 2005 NON-MANAGEMENT
DIRECTOR STOCK COMPENSATION PLAN

Effective April 15, 2005

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                                                                   EXHIBIT 10.13

METLIFE, INC. 2005 NON-MANAGEMENT DIRECTOR STOCK COMPENSATION PLAN

ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION

         1.1 ESTABLISHMENT OF THE PLAN. MetLife, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), establishes an incentive
compensation plan to be known as the MetLife, Inc. 2005 Non-Management Director
Stock Compensation Plan (hereinafter referred to as the "Plan"), as set forth in
this document.

         The Plan permits the grant of Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, and Stock-Based Awards.

         1.2 PURPOSE OF THE PLAN. The purpose of the Plan is to promote the
long-term interests of the Company and its shareholders by strengthening the
Company's ability to attract, motivate, and retain well qualified individuals as
Non-Management Directors of the Company upon whose judgment, initiative, and
efforts the financial success and growth of the business of the Company largely
depend, and to provide an additional incentive for such individuals through
stock ownership and other rights that promote and recognize the financial
success and growth of the Company and create value for shareholders.

         1.3 DURATION OF THE PLAN. The Plan shall commence as of the Effective
Date and shall remain in effect until the earlier of (i) the tenth anniversary
of the Effective Date, or (ii) all Shares subject to the Plan have been
purchased or acquired according to the Plan's provisions, in each case subject
to the right of the Committee or the Board to amend or terminate the Plan at any
time pursuant to Article 13 herein.

ARTICLE 2. DEFINITIONS

         Whenever used in the Plan, the following terms shall have the meaning
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized.

         2.1      "AFFILIATE" shall have the meaning ascribed to such term in
                  Rule 12b-2 of the General Rules and Regulations of the
                  Exchange Act, with reference to the Company, and shall also
                  include any corporation, partnership, joint venture, limited
                  liability company, or other entity in which the Company owns,
                  directly or indirectly, at least fifty percent (50%) of the
                  total combined Voting Power of such corporation or of the
                  capital interest or profits interest of such partnership or
                  other entity.

         2.2      "AWARD" means, individually or collectively, a grant of
                  Options, Restricted Stock, Restricted Stock Units, or
                  Stock-Based Awards, in each case under and subject to the
                  terms of this Plan.

         2.3      "AWARD AGREEMENT" means either (i) a written agreement entered
                  into by the Company and a Participant setting forth the terms
                  and provisions applicable to Awards granted under this Plan;
                  or (ii) a written statement issued by the Company to a
                  Participant describing the terms and provisions of such Award.

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         2.4      "BENEFICIAL OWNER" OR "BENEFICIAL OWNERSHIP" shall have the
                  meaning ascribed to such term in rule 13d-3 of the General
                  Rules and Regulations under the Exchange Act.

         2.5      "BOARD" OR "BOARD OF DIRECTORS" means the Board of Directors
                  of the Company.

         2.6      "CODE" means the U.S. Internal Revenue Code of 1986, as
                  amended from time to time, or any successor thereto.

         2.7      "COMMITTEE" means the Governance Committee of the Board of
                  Directors, or any other duly authorized committee of the Board
                  appointed by the Board to administer the Plan.

         2.8      "COMPANY" means MetLife, Inc., a Delaware corporation, and any
                  successor thereto as provided in Article 14 herein.

         2.9      "DIRECTOR" means any individual who is a member of the Board
                  of Directors of the Company.

         2.10     "EFFECTIVE DATE" means April 15, 2005.

         2.11     "EMPLOYEE" means any employee of the Company or an Affiliate.

         2.12     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
                  amended from time to time, or any successor act thereto.

         2.13     "FAIR MARKET VALUE" or "FMV" means a price that is based on
                  the opening, closing, actual, high, low, or average selling
                  prices of a Share on the New York Stock Exchange ("NYSE") or
                  other established stock exchange (or exchanges) on the
                  applicable date, the preceding trading day, the next
                  succeeding trading day, or an average of trading days, as
                  determined by the Committee in its discretion. Such
                  definition(s) of FMV shall be specified in each Award
                  Agreement and may differ depending on whether FMV is in
                  reference to the grant, exercise, vesting, settlement, or
                  payout of an Award. If, however, the accounting standards used
                  to account for equity awards granted to Participants are
                  substantially modified subsequent to the Effective Date of the
                  Plan, the Committee shall have the ability to determine an
                  Award's FMV based on the relevant facts and circumstances. If
                  Shares are not traded on an established stock exchange, FMV
                  shall be determined by the Committee based on objective
                  criteria.

         2.14     "FREESTANDING SAR" means an SAR that is not a Tandem SAR, as
                  described in Article 7 herein.

         2.15     "GRANT PRICE" means the price against which the amount payable
                  is determined upon exercise of an SAR.

         2.16     "NON-MANAGEMENT DIRECTOR" means a Director who is not an
                  Employee.

         2.17     "OPTION" means the conditional right to purchase Shares at a
                  stated Option Price for a specified period of time, subject to
                  the terms of this Plan. Each Option shall be a

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                  Nonqualified Stock Option, in that no Option shall be an
                  Incentive Stock Option intended to meet the requirements of
                  Section 422 of the Code.

         2.18     "OPTION PRICE" means the price at which a Share may be
                  purchased by a Participant pursuant to an Option, as
                  determined by the Committee.

         2.19     "PARTICIPANT" means an Non-Management Director who has
                  received an Award, or who has an outstanding Award granted
                  under the Plan.

         2.20     "PERIOD OF RESTRICTION" means the period when an Award of
                  Restricted Stock or Restricted Stock Unit is subject to
                  forfeiture based on the passage of time, the achievement of
                  performance goals, and/or upon the occurrence of other events
                  as determined by the Committee, in its discretion.

         2.21     "RESTRICTED STOCK" means an Award of Shares subject to a
                  Period of Restriction, granted under Article 8 herein and
                  subject to the terms of this Plan.

         2.22     "RESTRICTED STOCK UNIT" means an Award denominated in units
                  subject to a Period of Restriction, granted under Article 8
                  herein and subject to the terms of this Plan.

         2.23     "SHARES" means the shares of common stock of the Company, $.01
                  par value per Share.

         2.24     "STOCK APPRECIATION RIGHT" or "SAR" means the conditional
                  right to receive the difference between the FMV of a Share on
                  the date of exercise over the Grant Price, pursuant to the
                  terms of Article 7 herein and subject to the terms of this
                  Plan.

         2.25     "STOCK-BASED AWARD" means an equity-based or equity-related
                  Award granted under Article 9 herein and subject to the terms
                  of this Plan, and not otherwise described by the terms of this
                  Plan.

         2.26     "TANDEM SAR" means an SAR that the Committee specifies is
                  granted in connection with a related Option pursuant to
                  Article 7 herein and subject to the terms of this Plan, the
                  exercise of which shall require forfeiture of the right to
                  purchase a Share under the related Option (and when a Share is
                  purchased under the Option, the Tandem SAR shall similarly be
                  cancelled) or an SAR that is granted in tandem with an Option
                  but the exercise of such Option does not cancel the SAR, but
                  rather results in the exercise of the related SAR. Regardless
                  of whether an Option is granted coincident with an SAR, an SAR
                  is not a Tandem SAR unless so specified by the Committee at
                  time of grant.

         2.27     "VOTING POWER" shall mean such number of Voting Securities as
                  shall enable the holders thereof to cast all the votes which
                  could be cast in an annual election of directors of a company.

         2.28     "VOTING SECURITIES" shall mean all securities entitling the
                  holders thereof to vote in an annual election of directors of
                  a company.

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ARTICLE 3. ADMINISTRATION

         3.1 GENERAL. The Committee shall be responsible for administering the
Plan. All actions taken and all interpretations and determinations made by the
Committee shall be final, conclusive, and binding upon the Participants, the
Company, and all other interested parties.

         3.2 AUTHORITY OF THE COMMITTEE. The Committee shall have full and
exclusive discretionary power to interpret the terms and the intent of the Plan
and any Award Agreement or other agreement ancillary to or in connection with
the Plan, and to adopt such rules, regulations, and guidelines for administering
the Plan as the Committee may deem necessary or proper. Such authority shall
include, but not be limited to, establishing all Award terms and conditions and,
subject to Article 13 and Section 6.3, adopting modifications and amendments to
the Plan or any Award Agreement.

         3.3 DELEGATION. The Committee may delegate to one or more of its
members or to one or more officers of the Company or its Affiliates, or to any
other individual(s) such administrative duties or powers as it may deem
advisable, and the Committee or any individual to whom it has delegated duties
or powers as aforesaid may employ one or more individuals to render advice with
respect to any responsibility the Committee or such individual may have under
the Plan.

ARTICLE 4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

         4.1 NUMBER OF SHARES AVAILABLE FOR AWARDS. Subject to adjustment as
provided in Section 4.2 herein, the number of Shares hereby reserved for
issuance to Participants under the Plan shall be two million (2,000,000). The
maximum aggregate number of Shares that may be granted in any one calendar year
to any one Participant under the Plan shall be twenty-five thousand (25,000).

Any Shares related to Awards which (i) terminate by expiration, forfeiture,
cancellation, or otherwise without the issuance of such Shares, (ii) are settled
in cash either in lieu of Shares or otherwise, or (iii) are exchanged with the
Committee's permission for Awards not involving Shares, shall be available again
for grant under the Plan. Moreover, if the Option Price of any Option granted
under the Plan or the tax withholding requirements with respect to any Award
granted under the Plan are satisfied by tendering Shares to the Company (by
either actual delivery or by attestation), or if an SAR is exercised, only the
number of Shares issued, net of the Shares tendered, if any, will be deemed
delivered for purposes of determining the maximum number of Shares available for
issuance under the Plan. The maximum number of Shares available for issuance
under the Plan shall not be reduced to reflect any dividends or dividend
equivalents that are reinvested into additional Shares or credited as additional
Restricted Stock, Restricted Stock Units, or Stock-Based Awards. The Shares
available for issuance under the Plan may be authorized and unissued Shares or
treasury Shares.

         4.2 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any corporate
event or transaction (including, but not limited to, a change in the Shares of
the Company or the capitalization of the Company) such as a merger,
consolidation, reorganization, recapitalization, separation, stock dividend,
extraordinary dividend, stock split, reverse stock split, split up, spin-off, or
other distribution of stock or property of the Company, combination of
securities, exchange of securities, dividend in kind, or other like change in
capital structure or distribution (other than normal cash dividends) to
shareholders of the Company, or any similar corporate event or transaction, the
Committee, in its sole discretion, in order to prevent dilution or enlargement
of Participants' rights under the Plan, shall substitute or adjust, as
applicable, the number and kind of Shares that may be

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issued under the Plan, the number and kind of Shares subject to outstanding
Awards, the Option Price or Grant Price applicable to outstanding Awards, the
annual Participant Share Award limit, and any other value determinations
applicable to outstanding Awards or to this Plan.

         The Committee, in its sole discretion, may also make appropriate
adjustments in the terms of any Awards under the Plan to reflect, or related to,
such changes or distributions and may modify any other terms of outstanding
Awards. The determination of the Committee as to the foregoing adjustments, if
any, shall be conclusive and binding on Participants under the Plan.

         Subject to the provisions of Article 13, Section 6.3, and any
applicable law or regulatory requirement, without affecting the number of Shares
reserved or available hereunder, the Committee may authorize the issuance,
assumption, substitution, or conversion of Awards under this Plan in connection
with any such corporate event or transaction upon such terms and conditions as
it may deem appropriate.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

         5.1 ELIGIBILITY. Individuals eligible to participate in the Plan
include all Non-Management Directors.

         5.2 PARTICIPATION. Subject to the provisions of the Plan, the Committee
from time to time may make Awards and determine in its discretion, the nature,
terms, and amount of each Award.

ARTICLE 6. STOCK OPTIONS

         6.1 GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Committee in its
discretion.

         6.2 AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, the conditions upon which an
Option shall become vested and exercisable, and any such other provisions as the
Committee shall determine.

         6.3 OPTION PRICE. The Option Price for each grant of an Option under
this Plan shall be determined by the Committee and shall be specified in the
Award Agreement. The Option Price may include an Option Price based on one
hundred percent (100%) of the FMV of the Shares on the date of grant, an Option
Price that is set at a premium to the FMV of the Shares on the date of grant, or
an Option Price that is indexed to the FMV of the Shares on the date of grant,
with the index determined by the Committee in its discretion. Without the prior
approval of the Company's shareholders, Options issued under the Plan will not
be repriced, replaced, or regranted through cancellation, or by lowering the
exercise price of a previously granted Option.

         6.4 DURATION OF OPTIONS. Each Option granted to a Participant shall
expire at such time as the Committee shall determine at the time of grant;
provided, however, no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.

         6.5 EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and on the occurrence of such events, and be subject
to such restrictions and conditions, as the

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Committee shall in each instance approve, which need not be the same for each
grant or for each Participant.

         6.6 RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
granted pursuant to this Plan as it may deem advisable, including, without
limitation, requiring the Participant to hold the Shares acquired pursuant to
exercise for a specified period of time, or restrictions under applicable laws
or under the requirements of any stock exchange or market upon which such Shares
are listed and/or traded.

         6.7 TERMINATION OF DIRECTORSHIP. Each Participant's Award Agreement
shall set forth the extent to which the Participant shall have the right to
exercise the Option following termination of the Participant's service as a
Director. Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with each
Participant, need not be uniform among all Options issued pursuant to this
Article 6, and may reflect distinctions based on the reasons for termination.

         6.8 NONTRANSFERABILITY OF OPTIONS. Except as otherwise provided in a
Participant's Award Agreement at the time of grant, or thereafter by the
Committee, Options granted under this Article 6 may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. Further, except as otherwise provided
in a Participant's Award Agreement at the time of grant or thereafter by the
Committee, all Options granted to a Participant under this Article 6 shall be
exercisable during the Participant's lifetime only by such Participant.

         6.9 SUBSTITUTING SARS. Regardless of the terms of the Award Agreement,
the Committee, at any time when the Company is subject to fair value accounting
for equity-based compensation, shall have the right to substitute SARs for
outstanding Options granted to any Participant, provided the substituted SARs
call for settlement by the issuance of Shares, and the terms of the substituted
SARs and economic benefit of such substituted SARs are equivalent to the terms
and economic benefit of the Options being replaced, as determined by the
Committee.

         6.10 PAYMENT FOR OPTIONS. Options granted under this Article 6 shall be
exercised by the delivery of a notice of exercise to the Company or an agent
designated by the Company in a form specified or accepted by the Committee, or
by complying with any alternative procedures which may be authorized by the
Committee, setting forth the number of Shares with respect to which the Option
is to be exercised, accompanied by full payment for the Shares.

         The Option Price upon exercise of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent; (b) by tendering (either
by actual delivery or attestation) previously acquired Shares having an
aggregate FMV at the time of exercise equal to the total Option Price; (c) by a
combination of (a) and (b); or (d) any other method approved or accepted by the
Committee in its sole discretion subject to such rules and regulations as the
Committee may establish.

         Subject to Section 6.7 and any governing rules or regulations, as soon
as practicable after receipt of a notification of exercise and full payment, the
Committee shall cause to be delivered to the Participant Share certificates or
evidence of book entry Shares in an appropriate amount based upon

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the number of Shares purchased under the Option(s). Unless otherwise determined
or accepted by the Committee, all payments in cash shall be paid in United
States dollars.

ARTICLE 7. STOCK APPRECIATION RIGHTS

         7.1 GRANT OF SARS. Subject to the terms and conditions of the Plan,
SARs may be granted to Participants at any time and from time to time and upon
such terms as shall be determined by the Committee in its discretion. The
Committee may grant Freestanding SARs, Tandem SARs, or any combination of these
forms of SARs.

         The SAR Grant Price for each grant of a Freestanding SAR shall be
determined by the Committee and shall be specified in the Award Agreement. The
SAR Grant Price may include (but not be limited to) a Grant Price based on one
hundred percent (100%) of the FMV of the Shares on the date of grant, a Grant
Price that is set at a premium to the FMV of the Shares on the date of grant, or
is indexed to the FMV of the Shares on the date of grant, with the index
determined by the Committee, in its discretion. The Grant Price of Tandem SARs
shall be equal to the Option Price of the related Option.

         7.2 SAR AGREEMENT. Each SAR Award shall be evidenced by an Award
Agreement that shall specify the Grant Price, the term of the SAR, and any such
other provisions as the Committee shall determine.

         7.3 TERM OF SAR. The term of an SAR granted under the Plan shall be
determined by the Committee, in its sole discretion, and except as determined
otherwise by the Committee and specified in the SAR Award Agreement, no SAR
shall be exercisable later than the tenth (10th) anniversary date of its grant.

         7.4 EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised
upon whatever terms and conditions the Committee, in its sole discretion,
imposes.

         7.5. EXERCISE OF TANDEM SARS. Tandem SARs may be exercised for all or
part of the Shares subject to the related Option upon the surrender of the right
to exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.

         7.6 PAYMENT OF SAR AMOUNT. Upon the exercise of an SAR, a Participant
shall be entitled to receive payment from the Company in an amount determined by
multiplying:

                  (a)      The difference between the FMV of a Share on the date
                           of exercise over the Grant Price; by

                  (b)      The number of Shares with respect to which the SAR is
                           exercised.

         At the discretion of the Committee, the payment upon SAR exercise may
be in cash, Shares of equivalent value (based on the FMV on the date of exercise
of the SAR, as defined in the Award Agreement or otherwise defined by the
Committee thereafter), in some combination thereof, or in any other form
approved by the Committee at its sole discretion. The Committee's determination

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regarding the form of SAR payout shall be set forth or reserved for later
determination in the Award Agreement pertaining to the grant of the SAR.

         7.7 TERMINATION OF DIRECTORSHIP. Each Award Agreement shall set forth
the extent to which the Participant shall have the right to exercise the SAR
following termination of the Participant's service as a Director. Such
provisions shall be determined in the sole discretion of the Committee, shall be
included in the Award Agreement entered into with Participants, need not be
uniform among all SARs issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination.

         7.8 NONTRANSFERABILITY OF SARS. Except as otherwise provided in a
Participant's Award Agreement at the time of grant or thereafter by the
Committee, an SAR granted under the Plan may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, except as otherwise provided in a
Participant's Award Agreement at the time of grant or thereafter by the
Committee, all SARs granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant.

         7.9 OTHER RESTRICTIONS. Without limiting the generality of any other
provision of this Plan, the Committee may impose such other conditions and/or
restrictions on any Shares received upon exercise of an SAR granted pursuant to
the Plan as it may deem advisable. This includes, but is not limited to,
requiring the Participant to hold the Shares received upon exercise of an SAR
for a specified period of time.

ARTICLE 8. RESTRICTED STOCK AND RESTRICTED STOCK UNITS

         8.1 GRANT OF RESTRICTED STOCK OR RESTRICTED STOCK UNITS. Subject to the
terms and provisions of the Plan, the Committee, at any time and from time to
time, may grant Shares of Restricted Stock and/or Restricted Stock Units to
Participants in such amounts and upon such terms as the Committee shall
determine.

         8.2 RESTRICTED STOCK OR RESTRICTED STOCK UNIT AGREEMENT. Each
Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an
Award Agreement that shall specify the Period(s) of Restriction, the number of
Shares of Restricted Stock or the number of Restricted Stock Units granted, and
any such other provisions as the Committee shall determine.

         8.3 NONTRANSFERABILITY OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS.
Except as otherwise provided in this Plan or the Award Agreement, the Shares of
Restricted Stock and/or Restricted Stock Units granted herein may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
end of the applicable Period of Restriction specified in the Award Agreement
(and in the case of Restricted Stock Units until the date of delivery or other
payment), or upon earlier satisfaction of any other conditions, as specified by
the Committee in its sole discretion and set forth in the Award Agreement at the
time of grant or thereafter by the Committee. All rights with respect to the
Restricted Stock and/or Restricted Stock Units granted to a Participant under
the Plan shall be available during his or her lifetime only to such Participant,
except as otherwise provided in the Award Agreement at the time of grant or
thereafter by the Committee.

         8.4 OTHER RESTRICTIONS. The Committee shall impose, in the Award
Agreement at the time of grant or anytime thereafter, such other conditions
and/or restrictions on any Shares of Restricted

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Stock or Restricted Stock Units granted pursuant to this Plan as it may deem
advisable including, without limitation, a requirement that Participants pay a
stipulated purchase price for each Share of Restricted Stock or each Restricted
Stock Unit, time-based restrictions on vesting following the attainment of the
performance goals, time-based restrictions, restrictions under applicable laws
or under the requirements of any stock exchange or market upon which such Shares
are listed or traded, or holding requirements or sale restrictions placed on the
Shares by the Company upon vesting of such Restricted Stock or Restricted Stock
Units.

         To the extent deemed appropriate by the Committee subject to Section
15.4, the Company may retain the certificates representing Shares of Restricted
Stock, or Shares delivered in consideration of Restricted Stock Units, in the
Company's possession until such time as all conditions and/or restrictions
applicable to such Shares have been satisfied or lapse.

         Except as otherwise provided in this Article 8, Shares of Restricted
Stock covered by each Restricted Stock Award shall become freely transferable by
the Participant after all conditions and restrictions applicable to such Shares
have been satisfied or lapse, and Restricted Stock Units shall be paid in cash,
Shares, or a combination of cash and Shares as the Committee, in its sole
discretion shall determine.

         8.5 CERTIFICATE LEGEND. In addition to any legends placed on
certificates pursuant to Section 8.4 herein, each certificate representing
Shares of Restricted Stock granted pursuant to the Plan may bear a legend such
as the following:

            The sale or other transfer of the Shares of stock represented by
            this certificate, whether voluntary, involuntary, or by operation of
            law, is subject to certain restrictions on transfer as set forth in
            the MetLife, Inc. 2005 Non-Management Director Stock Compensation
            Plan, and in the associated Award Agreement. A copy of the Plan and
            such Award Agreement may be obtained from MetLife, Inc.

         8.6 VOTING RIGHTS. To the extent required by law, Participants holding
Shares of Restricted Stock granted hereunder shall be granted the right to
exercise full voting rights with respect to those Shares during the Period of
Restriction. A Participant shall have no voting rights with respect to any
Restricted Stock Units granted hereunder.

         8.7 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
Restriction, Participants holding Shares of Restricted Stock or Restricted Stock
Units granted hereunder may, if the Committee so determines, be credited with
dividends paid with respect to the underlying Shares or dividend equivalents
while they are so held in a manner determined by the Committee in its sole
discretion. The Committee may apply any restrictions to the dividends or
dividend equivalents that the Committee deems appropriate. The Committee, in its
sole discretion, may determine the form of payment of dividends or dividend
equivalents, including cash, Shares, Restricted Stock, or Restricted Stock
Units.

         8.8 TERMINATION OF DIRECTORSHIP. Each Award Agreement shall set forth
the extent to which the Participant shall have the right to retain Restricted
Stock and/or Restricted Stock Units following termination of the Participant's
service as a Director. Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered
into with

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each Participant, need not be uniform among all Shares of Restricted Stock or
Restricted Stock Units issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination.

         8.9 PAYMENT IN CONSIDERATION OF RESTRICTED STOCK UNITS. When and if
Restricted Stock Units become payable, a Participant having received the grant
of such units shall be entitled to receive payment from the Company in cash,
Shares of equivalent value (based on the FMV, as defined in the Award Agreement
at the time of grant or thereafter by the Committee), in some combination
thereof, or in any other form determined by the Committee at its sole
discretion. The Committee's determination regarding the form of payout shall be
set forth or reserved for later determination in the Award Agreement pertaining
to the grant of the Restricted Stock Unit.

ARTICLE 9. STOCK-BASED AWARDS

         9.1 STOCK-BASED AWARDS. The Committee may grant other types of
equity-based or equity-related Awards not otherwise described by the terms of
this Plan (including the grant or offer for sale of unrestricted Shares) in such
amounts and subject to such terms and conditions, or in satisfaction of any
obligation of the Company or an Affiliate to a Non-Management Director, as the
Committee shall determine. Such Awards may entail the transfer of actual Shares
to Participants, or payment in cash or otherwise of amounts based on the value
of Shares and may include, without limitation, Awards designed to comply with or
take advantage of the applicable local laws of jurisdictions other than the
United States.

         9.2 TERMINATION OF DIRECTORSHIP. Each Award Agreement shall set forth
the extent to which the Participant shall have the right to receive Stock-Based
Awards following termination of the Participant's service as a Director. Such
provisions shall be determined in the sole discretion of the Committee, shall be
included in the applicable Award Agreement, need not be uniform among all Awards
of Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions
based on the reasons for termination.

         9.3 NONTRANSFERABILITY OF STOCK-BASED AWARDS. Except as otherwise
provided in a Participant's Award Agreement at the time of grant or thereafter
by the Committee, Stock-Based Awards may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, except as otherwise provided in a
Participant's Award Agreement at the time of grant or thereafter by the
Committee, a Participant's rights under the Plan shall be exercisable during the
Participant's lifetime only by the Participant.

ARTICLE 10. BENEFICIARY DESIGNATION

         A Participant's "beneficiary" is the person or persons entitled to
receive payments or other benefits or exercise rights that are available under
the Plan in the event of the Participant's death. A Participant may designate a
beneficiary or change a previous beneficiary designation at such times
prescribed by the Committee by using forms and following procedures approved or
accepted by the Committee for that purpose. If no beneficiary designated by the
Participant is eligible to receive payments or other benefits or exercise rights
that are available under the Plan at the Participant's death the beneficiary
shall be the Participant's estate.

         Notwithstanding the provisions above, the Committee may in its
discretion, after notifying the affected Participants, modify the foregoing
requirements, institute additional requirements for

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beneficiary designations, or suspend the existing beneficiary designations of
living Participants or the process of determining beneficiaries under this
Article 10, or both, in favor of another method of determining beneficiaries.

ARTICLE 11. DEFERRALS AND SHARE SETTLEMENTS

         Notwithstanding any other provision under the Plan, the Committee may
permit or require a Participant to defer such Participant's receipt of any
Award, or payment in consideration of any Award, under the terms of this Plan or
another Plan. To the extent such deferral is permitted by the Committee under
the terms of this Plan rather than another Plan, the Committee shall establish
rules and procedures for such deferrals as it sees fit.

ARTICLE 12. RIGHTS OF NON-MANAGEMENT DIRECTORS

         12.1 DIRECTORSHIP. Nothing in the Plan or an Award Agreement shall be
construed to confer a right to be elected or to continue to serve as a Director.
No Participant shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed to create any obligation on the part of
the Board to nominate any of its members for re-election by the Company's
shareholders. Nothing in the Plan or an Award Agreement shall interfere with or
limit in any way the right of the Board to otherwise remove the Participant from
the Board at any time, nor confer upon any Participant a right to remain a
member of the Board for any period of time, or at any particular rate of
compensation.

         12.2 PARTICIPATION. No Non-Management Director, having received an
Award, shall have the right to receive a future Award or (if receiving such a
future Award) the right to receive such a future Award on terms and conditions
identical or in proportion in any way to any prior Award.

         12.3 RIGHTS AS A SHAREHOLDER. A Participant shall have none of the
rights of a shareholder with respect to Shares covered by any Award until the
Participant becomes the record holder of such Shares.

ARTICLE 13. AMENDMENT, MODIFICATION, SUSPENSION, AND TERMINATION

         13.1 AMENDMENT, MODIFICATION, SUSPENSION, AND TERMINATION. The
Committee or Board may, at any time and from time to time, alter, amend, modify,
suspend, or terminate the Plan in whole or in part; provided however, that to
the extent necessary under any applicable law, regulation or exchange
requirement, no amendment shall be effective unless approved by the shareholders
of the Company in accordance with applicable law, regulation, or exchange
requirement.

         13.2 ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.2 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent unintended dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan. The determination of the
Committee as to the foregoing adjustments, if any, shall be conclusive and
binding on Participants under the Plan.

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         13.3 AWARDS PREVIOUSLY GRANTED. Notwithstanding any other provision of
the Plan to the contrary, no termination, amendment, suspension, or modification
of the Plan shall adversely affect in any material way any Award previously
granted under the Plan, without the written consent of the Participant holding
such Award.

ARTICLE 14. SUCCESSORS

         Any obligations of the Company under the Plan with respect to Awards
granted hereunder, shall be binding on any successor to the Company,
respectively, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company, as applicable.

ARTICLE 15. GENERAL PROVISIONS

         15.1 FORFEITURE EVENTS. Without limiting in any way the generality of
the Committee's power to specify any terms and conditions of an Award consistent
with law, and for greater clarity, the Committee may specify in an Award
Agreement that the Participant's rights, payments, and benefits with respect to
an Award shall be subject to reduction, cancellation, forfeiture, or recoupment
upon the occurrence of certain specified events, in addition to any otherwise
applicable vesting or performance conditions of an Award.

         15.2 LEGEND. The certificates for Shares may include any legend that
the Committee deems appropriate to reflect any restrictions on transfer of such
Shares.

         15.3 DELIVERY OF TITLE. The Company shall have no obligation to issue
or deliver evidence of title for Shares issued under the Plan prior to:

                  (a)      Obtaining any approvals from governmental agencies
                           that the Company determines are necessary or
                           advisable; and

                  (b)      Completion of any registration or other qualification
                           of the Shares under any applicable national or
                           foreign law or ruling of any governmental body that
                           the Company determines to be necessary or advisable.

         15.4 UNCERTIFICATED SHARES. To the extent that the Plan provides for
issuance of certificates to reflect the transfer of Shares, the transfer of such
Shares may be effected on a noncertificated basis to the extent not prohibited
by applicable law or the rules of any stock exchange.

         15.5 UNFUNDED PLAN. Participants shall have no right, title, or
interest whatsoever in or to any investments that the Company or an Affiliate
may make to aid it in meeting its obligations under the Plan. Nothing contained
in the Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the
Company or an Affiliate and any Participant, beneficiary, legal representative,
or any other person. Awards shall be general, unsecured obligations of the
Company. To the extent that any individual acquires a right to receive payments
from the Company, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company, and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan. The Plan is not intended to
be subject to ERISA.

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         15.6 NO FRACTIONAL SHARES. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award Agreement but shall, instead, be
payable in cash.

         15.7 NO CONSTRAINT ON CORPORATE ACTION. Nothing in this Plan shall be
construed (i) to limit, impair or otherwise affect the Company's or an
Affiliate's right or power to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, or to merge or
consolidate, or dissolve, liquidate, sell, or transfer all or any part of its
business or assets, or (ii) to limit the right or power of the Company or an
Affiliate to take any action which such entity deems to be necessary or
appropriate.

ARTICLE 16. LEGAL CONSTRUCTION

         16.1 GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine, the
plural shall include the singular, and the singular shall include the plural.

         16.2 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

         16.3 REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required. The Company shall receive the
consideration required by law for the issuance of Awards under the Plan.

         The inability of the Company or an Affiliate to obtain authority from
any regulatory body having jurisdiction, which authority is deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.

         16.4 GOVERNING LAW. The Plan and each Award Agreement shall be governed
by the laws of the State of Delaware, excluding any conflicts or choice of law
rule or principle that might otherwise refer construction or interpretation of
the Plan to the substantive law of another jurisdiction.

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