EX-10.1



 Exhibit 10.1 
 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 this Performance Share
Agreement (this “Agreement”) and the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “Plan”). 

1. Standard Performance Terms. 
 (a) The terms of this Section 1 shall be referred to as the “Standard Performance Terms” and will apply to your Performance Shares except in so far as Sections 2, 3, or 14 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 this Section 1 (your “Final Performance Shares”), and your Final Performance Shares will be due and payable in Shares at the time specified in Section 8.

 (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. The “Section 162(m) Goals” shall be the following: 

(1) Positive Company Adjusted Income for the Performance Period. 

(2) Positive Company Adjusted Income for the third calendar year of the Performance Period. 

(3) Positive Company Total Shareholder Return for the Performance Period. 

(4) Positive Company Total Shareholder Return for the third calendar year of the Performance Period. 

(5) For purposes of this Section 1(c), the following definitions shall apply: 

(a) “Adjusted Income” means income from continuing operations before provision for income tax, excluding net investment gains
(losses) (determined in accordance with Section 3(a) of Article 7.04 of SEC Regulation S-X), which includes total net investment gains (losses) and net derivatives gains (losses). 

(b) “Total Shareholder Return” means the change (plus or minus) from the Initial Closing Price to the Final Closing Price,
plus dividends (if any) actually paid on Shares on a reinvested basis during the applicable period. “Initial Closing Price” means the average Closing Price for the twenty (20) trading days prior to the first day of the applicable
period. “Final Closing Price” means the average Closing Price for the twenty (20) trading days prior to and including the final day of the applicable period. 







 (d) If, under Section 1(c), 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. 
 (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 1(d)(1) and (2); or
(b) 100%. 
 2. Change of Status. The terms of this Section 2 describe how various events during the
Performance Period affect your Performance Shares, subject to Section 14. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment, but any other
termination of employment with the Company or any of its Affiliates (including the end of your employer’s status as an Affiliate) will be a termination of employment. The terms of this Section 2 shall apply as provided, except as otherwise
determined by the Committee. 
 (a) Long-Term Disability. In the event you qualify for long-term disability benefits
under a plan or arrangement offered by the Company or an Affiliate for its Employees, or under another plan or arrangement designated for this purpose by the Committee, then (subject to Section 2(g)) the Standard Performance Terms will continue
to apply to your Performance Shares. Once this Section 2(a) applies, then none of Sections 2(b), (c) or (f) will apply to your Performance Shares, even if you subsequently return to active service. 

(b) Death. In the event that your employment with the Company or an Affiliate terminates due to your death, your Performance
Shares (without multiplication by any Final Performance Factor) will be due and payable in Shares (or cash at a value equal to the Closing Price on the date of your death, if so determined by the Committee). Any payment will be made at the time
specified in Section 8. 

  
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 (c) Post-Employment Award Continuation. 

(1) If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your Rule of 65 Date, then
(subject to Section 2(g)), the Standard Performance Terms will continue to apply to your Performance Shares; provided that, if the Committee finds that, any time before your Final Performance Shares are paid to you, you have made
statements that damage, disparage, or otherwise diminish the reputation or business of the Company. any of its Affiliates, or of any their respective employees, officers, directors, products, or services, with the exception of truthful statements
that are compelled by law or otherwise authorized pursuant to legal or administrative processes, your Performance Shares shall be forfeited. 
 (2) For this purpose: 
 (a) the “Rule of 65 Date” means the date that
the sum of your total completed years of age plus total Service is equal to or greater than sixty-five (65), so long as your Service is equal to or greater than five (5); and 
 (b) “Service” means the aggregate number of completed years of employment with the Company and its Affiliates (solely during your employer’s status as an Affiliate), as conclusively
determined by the Company without regard to any later determinations or findings regarding your employment status by any third party. 
 (d) Reserved. 
 (e) Termination for Cause. In the event that your
employment with the Company or an Affiliate terminates for Cause, your Performance Shares will be forfeited immediately. 
 (f)
Other Termination of Employment. If none of Sections 2(a) through (e) applies, your Performance Shares will be forfeited immediately upon your termination of employment, unless you are offered a separation agreement by the Company or an
Affiliate under a severance program. To the extent your separation agreement becomes final by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Performance Shares will be due and payable to you. Any
payment will be made at the time specified in Section 8. The number of your “Prorated Performance Shares” will be determined by dividing the number of calendar months in the Performance Period that have ended as of the end of the
month of the termination of your employment by thirty-six (36), multiplying the result by the number of your Performance Shares, and rounding to the nearest whole number, and, if you were an Insider at any time during the Performance Period, further
multiplying the result by the lesser of 100% or the Performance Factor; provided, however, that if the date of the termination of your employment is prior to the first anniversary of the beginning of the Performance Period, then the number of
your Prorated Performance Shares shall be zero (0). Payment for each of your Prorated Performance Shares will be made in cash at a value equal to the Closing Price on the Grant Date, and shall be rounded to the nearest one-hundred dollars ($100.00);
provided, however, that if you were an Insider at any time during the Performance Period, payment for each of your Prorated Performance Shares will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the
Closing Price on the date the Committee determines the Performance Factor, and shall be rounded to the nearest one-hundred dollars ($100.00). If your separation agreement does not become final, your Performance Shares will be forfeited. 

  
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 (g) Forfeiture Under Conditions Potentially Covered by Code Section 457A.

 (1) Unless the Committee determines otherwise, this Section 12(g) will apply to the extent that: 

(a) Sections 2(a) or (c) apply to your Performance Shares, or Section 2(f) applies to your Performance Shares and you were an
Insider at any time during the Performance Period; 
 (b) the Company determines that you provided services to the Company or
an Affiliate through an entity that would be deemed to be a “nonqualified entity” under Code Section 457A for any portion of the Performance Period (such period, the “457A Period”); and 

(c) the Company determines that Code Section 457A potentially applies to your Performance Shares. 

(2) To the extent that this Section 12(g) applies to your Performance Shares: 

(a) the pro rata portion of your Performance Shares represented by the 457A Period as a portion of the Performance Period (the
“457A Portion”) will be forfeited upon your termination of employment, unless the Company or an Affiliate offers you the opportunity to certify that you were not, during any portion of the Performance Period, subject to income tax by the
United States of America (the “United States”) and you so certify; and 
 (b) your Performance Shares, other than the
457A Portion, will be subject to Sections 2(a), (c), or (f) as otherwise applicable. 
 3. Change of Control.

 (a) The terms of this Section 3 describe how a Change of Control during the Performance Period will affect your
Performance Shares. If a Change of Control occurs prior to any of the events described in Section 2, or subsequent to the events described in Section 2(a) or (c), this Section 3 will supersede the terms of Section 2. If any of
the events described in Section 2(b), (e), or (f) occurs prior to a Change of Control, the terms of Section 2(b), (e), or (f) will supersede the terms of this Section 3. 

(b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security
exchange, if a Change of Control occurs, your Performance Shares will be due and payable in the form of cash equal to the number of your Performance Shares multiplied by the Change of Control Price. Any payment will be made at the time specified in
Section 8. The terms of Section 2(g), except for Section 2(g)(2)(b), shall apply to such a payment, provided, however, that the Company or an Affiliate shall offer you the opportunity to certify as described in
Section 2(g)(2)(a). 
 (c) The terms of Section 3(b) will not apply to your Performance Shares if the Committee
reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Performance Shares pursuant to Section 15.2 of the Plan. Any such Alternative Award shall not accelerate the timing of
payment or otherwise violate Code Section 409A and shall substantially replicate the terms of Section 2(g), except for Section 2(g)(2)(b), provided, however, that the Company or an Affiliate shall be required to offer you the
opportunity to certify as described in Section 2(g)(2)(a). 

  
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 4. Nontransferability of Awards. Except as provided in Section 5 or as
otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Performance Shares, and all rights with respect to your Performance Shares are exercisable during your lifetime only by
you. 
 5. Beneficiary Designation. To the extent permitted by the Committee, you may name one or more beneficiary
or beneficiaries who may then exercise any right under this Agreement in the event of your death. Each beneficiary designation for such purpose will revoke all such prior designations. Beneficiary designations must be properly completed on a form
prescribed by the Committee and must be filed with the Company during your lifetime. If you have not designated a beneficiary, your rights under this Agreement will pass to and may be exercised by your estate. 

6. Tax Withholding. The Company or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold
responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other
applicable tax withholding requirements. The Company will defer payment of cash or the issuance of Shares until this requirement is satisfied. The Company may satisfy this requirement by withholding Shares otherwise issuable based on a value per
Share determined by the Company in its discretion. 
 7. Adjustments. The Committee will make appropriate
adjustments in the terms and conditions of your Performance Shares as provided in Section 4.2 of the Plan, and may make adjustments in the terms and conditions of your Performance Shares as provided in Section 16.2 of the Plan. The
Committee’s determinations in this regard will be conclusive. 
 8. Timing of Payment. 

(a) This Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly. 

(b) If payment is due and payable under Section 2(b), it will be made upon your death. 

(c) If payment is due and payable under Section 2(f), it will be made six (6) months after the termination of your employment
(or six (6) months after your “separation from service” under Code Section 409A, if that is a different date); provided, however, that if you were an Insider at any time during the Performance Period, payment will be made
in the calendar year after the end of the Performance Period but in no event earlier than six (6) months after the termination of your employment (or six months after your “separation from service” under Code Section 409A, if
that is a different date). 
 (d) If payment is due and payable under Section 3(b), and the Change of Control that causes
payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days of the Change of Control. If payment is due and payable under Section 3(b), and
the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(e). 

  
 5 








 (e) If payment is due and payable under the Standard Performance Terms, payment will be made
in the calendar year after the end of the Performance Period; provided, however, that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate and chose to defer
payment, then payment will be made at the time determined under that plan. 
 9. Closing Price. For purpose of
this Agreement, “Closing Price” will mean the closing price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the
trading prices of the Shares are quoted at the relevant time), or in the event that there are no Share transactions reported on such tape or other system on the applicable date, the closing price on the immediately preceding date on which Share
transactions were reported. Closing Price shall constitute “Fair Market Value” under the Plan for all purposes related to your Performance Shares. 
 10. No Guarantee of Employment. This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes
with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate. 

11. Governing Law; Choice of Forum. This Agreement will be construed in accordance with and governed by the laws of the
State of Delaware, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any action otherwise regarding this Agreement must be brought in a court in the State of New York, to which
jurisdiction the Company and you consent. 
 12. Miscellaneous. 

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the
Plan and (unless otherwise indicated) the word “Section” refers to a Section in this Agreement. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan.

 (b) Any determination or interpretation by the Committee pursuant to this Agreement will be final and conclusive. In the
event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and the Company, and you and all Affiliates, regarding your
Performance Shares. No promises, terms, or agreements of any kind regarding your Performance Shares that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is
held illegal or invalid, the rest of this Agreement will remain enforceable. 
 (c) Your Performance Shares are not Shares and
do not give you the rights of a holder of Shares. You will not be credited with additional Performance Shares on account of any dividend paid on Shares. 

  
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 (d) The Committee may, in its discretion, settle your Performance Shares in the form of cash
to the extent settlement in Shares is prohibited by law or would require you or the Company to obtain the approval of any governmental and/or regulatory body. The Committee may, in its discretion, require you at any time to immediately sell Shares
you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. No Shares will be issued or no cash will be paid if that issuance or payment would result in
a violation of applicable law, including United States securities laws and any other applicable securities laws. 
 (e) The
issuance of Shares or payment of cash pursuant to your Performance Shares is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. The
Company’s grant of Performance Shares to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities
outside the United States, except where required by law. Your Performance Shares have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities
authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Performance Shares hereunder is not intended to be a public offering of securities in Chile but instead is intended
to be a private placement. As this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any
securities authorities in Chile. This Agreement and all other materials pertaining to your Performance Shares have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have
any doubts about any of the contents of the materials pertaining to your Performance Shares, you should obtain independent professional investment advice. 
 (f) You agree to repatriate all payments under this Agreement or cash attributable to Shares you acquire under this Agreement to the extent required under any applicable legal requirements, such as
foreign exchange rules and regulations in your country of residence or country of employment. 
 (g) Your Performance Shares are
subject to the Company’s performance-based compensation recoupment policy in effect from time to time. 
 (h) Regardless of
any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and
remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your
Performance Shares, including the grant or payment on account of the Performance Shares, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Performance Shares to reduce or eliminate
your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations. 

  
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 (i) If you are resident and/or employed in a country that is a member of the European Union,
this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction
determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the
minimum extent necessary to make it valid and enforceable to the full extent permitted under local law. 
 (j) You agree that
this Agreement and any other documents related to the Plan or your Performance Shares are to be presented to you in English, except where prohibited by law. If any such document is translated into a language other than English, the English version
will control, to the extent permitted by applicable law. 
 (k) The collection, processing and transfer of your personal data
(collectively “Data Handling”) is necessary for the Company’s administration of the Plan, this Agreement and your Performance Shares, and such Data Handling shall be done consistent with applicable law, the data privacy consents, if
any, signed by you, the terms of your employment contract (if any) and/or your local company’s governing policies with respect to data privacy. 
 (l) In accepting this Agreement, you acknowledge, to the extent allowed by law, that: 
 (1) the Plan and this Agreement are each established voluntarily by the Company, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan
and this Agreement, respectively, and such change or the end of your participation in the Plan shall not constitute a change or impairment of the terms and conditions of your employment or give rise to any liability to you; 

(2) the grant of your Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future
grants of Performance Shares, or benefits in lieu of Performance Shares, even if Performance Shares have been granted repeatedly in the past; 
 (3) all decisions with respect to future Performance Share grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Performance
Shares and vesting provisions; 
 (4) your participation in the Plan is voluntary; 

(5) the Performance Shares are an extraordinary item which is outside the terms and conditions of your employment and the scope of your
employment contract, if any; 
 (6) the Performance Shares are not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; 

(7) the Performance Share grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company,
and you are not an employee of the Company; 

  
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 (8) the future Closing Price of Shares is unknown and cannot be predicted with certainty;

 (9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the
Performance Shares or diminution in value of the Performance Shares and you irrevocably release the Company and each Affiliate from any such claim that may arise; 
 (10) in the event of the termination of your employment, neither your eligibility, nor any right to receive Performance Shares, nor any period within which payment may be made on account of your
Performance Shares, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law (e.g., active employment would not include a period of “garden leave” or similar period pursuant
to local law); furthermore, in the event of the termination of your employment, your right to payment on account of your Performance Shares, if any, will not be extended by any notice period mandated under law; and 

(11) you have been granted Performance Shares as a consequence of the commercial relationship between the Company and the Affiliate that
employs you, and the Affiliate that employs you is your sole employer. 
 (m) The Company may impose other requirements as a
condition of your Performance Shares, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement,
your Performance Shares, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so. 

13. Amendments. The Committee has the exclusive right to amend this Agreement as long as the amendment does not adversely
affect any of your previously-granted Awards in any material way (without your written consent) and is otherwise consistent with the Plan. The Company will give written notice to you (or, in the event of your death, to your beneficiary or estate) of
any amendment as promptly as practicable after its adoption. 
 14. Post-Employment Terms Applicable to Insiders.

 (a) The terms of this Section 14 shall apply if you are an Insider at any time during the Performance Period,
notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 14(b), any applicable terms of Section 3 will supersede the terms of
this Section 14. 
 (b) If the Committee reasonably finds that, at any time during the Performance Period, whether during
your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member,
consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your


  
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employment termination) with the business of MetLife in the United States, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina,
United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law: 

(1) your Performance Shares will be immediately forfeit; and 
 (2) to the extent that Section 2(f) applies to you, you will forfeit any right to any payment under Section 2(f), or the terms of your separation agreement pursuant to Section 2(f), not yet
paid to you. 
 (c) Notwithstanding the terms of Section 11 to the contrary, this Section 14 will be construed in
accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws. 
 15. Agreement to Protect Corporate Property. If you have not previously executed an Agreement to Protect Corporate Property that is acceptable to the Company (“Property
Agreement”), the grant of your Performance Shares is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement. If you do not return a signed copy of the Property Agreement then this
Agreement and the Performance Shares granted to you will be void. The Company may in its sole discretion allow an extension of time for you to return your signed Property Agreement. 

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	% 


  
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 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	%