exv10w1






Exhibit 10.1




METLIFE EXECUTIVE SEVERANCE PLAN

(as amended and restated effective June 14, 2010)




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



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



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



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



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



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



     NOW, THEREFORE, the Company has established the Plan.



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



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



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



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



 









 







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



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



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



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



     (b) Affiliate. An “Affiliate” shall mean any corporation, partnership, limited
liability company, trust or other entity which directly, or indirectly through one or more
intermediaries, controls, or is controlled by, the Company.



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



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



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



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



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



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



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




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




     (ii) within any 24-month period, the Incumbent Directors shall cease to constitute at
least a majority of the Board; provided, however, that any director
elected or nominated for election to the Board by a majority of the Incumbent Directors
then still in office shall be deemed to be an Incumbent Director for purposes of this
Section 2(i)(ii);




     (iii) the stockholders of the Company approve a Corporate Event, and immediately
following the consummation of which the stockholders of the Company immediately prior to
such Corporate Event do not hold, directly or indirectly, a majority of the Voting Power of
(a) in the case of a merger or consolidation, the surviving or resulting corporation, (b)
in the case of a share exchange, the acquiring corporation or (c) in the case of a division
or a sale or other disposition of assets, each surviving, resulting or acquiring
corporation which, immediately following the relevant Corporate Event, holds more than 25%
of the consolidated assets of the Company immediately prior to such Corporate Event; or




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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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




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




     (ii) Total Incentive Compensation.




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




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



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




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




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

Section 2(w)(ii):




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




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




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



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




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




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




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




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



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



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



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



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




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



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




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



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




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




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



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



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



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



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



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



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



     (hh) Person. “Person” shall have the meaning ascribed to such term in Section 3(a)(9)
of the Exchange Act, as supplemented by Section 13(d)(3) of the Exchange Act, and shall include any
group (within the meaning of Rule 13d-5(b) under the Exchange Act); provided, however, that
“Person” shall not include (i) the Company or any Affiliate, (ii) the MetLife Policyholder Trust
(or any person(s) who would otherwise be described herein solely by reason of having the power to
control the voting of the shares held by that trust), or (ii) any employee benefit plan (including
an employee stock ownership plan) sponsored by the Company or any Affiliate.



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



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




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




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




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




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



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




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




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



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



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



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



     (nn) Voting Power. “Voting Power” means such number of Voting Securities as shall
enable the holders thereof to cast all the votes which could be cast in an annual election of
directors of a company, and “Voting Securities” shall mean all securities entitling the holders
thereof to vote in an annual election of directors of a company.



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



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



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     (i) Severance Pay.




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




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




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




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



     (c) Modification of Payments by the Company.




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



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




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




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




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




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




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



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



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



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



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



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



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



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



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



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



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



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



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



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




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






				
	 	If to the Company:	 	MetLife, Inc.

1095 Avenue of the Americas

New York City, New York 10034

Attn.: Corporate Secretary




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




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



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



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



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



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



METLIFE, INC.



	 	 	 	 	 
	By:
	 	/s/ Jeffrey A. Welikson	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	Senior Vice President and Secretary	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Date:
	 	December 16, 2009	 	 
	 

	 	 

	 	 
	
WITNESSED:




	 	 
	/s/ Valery Boice
	 	 
	 

	 	 





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