This Proxy Statement contains information about the 2008 Annual Meeting of MetLife, Inc. (MetLife or the Company), which will be held in the Versailles Room on the 2nd Floor of the St. Regis Hotel, Two East 55th Street, New York, New York on Tuesday, April 22, 2008 at 10:30 a.m., Eastern Daylight Time.

 

This Proxy Statement and the accompanying proxy card, which are furnished in connection with the solicitation of proxies by MetLife’s Board of Directors, are being mailed and made available electronically to shareholders on or about March 18, 2008.

 

Your vote is important.

 

Whether or not you plan to attend the 2008 Annual Meeting, please take the time to vote your shares as soon as possible. If you wish to return your completed proxy card by mail, the Company has included a postage-paid, pre-addressed envelope for your convenience. You also may vote your shares on the Internet or by using a toll-free telephone number (see the proxy card for complete instructions).

 

Matters to be voted on at the Annual Meeting.

 

MetLife intends to present the following two proposals for shareholder consideration and voting at the 2008 Annual Meeting:

 

 

The Board of Directors recommends that you vote FOR these proposals.

 

The Board did not receive any notice prior to the deadline for submission of additional business that any other matters might be presented for a vote at the 2008 Annual Meeting. However, if another matter were to be presented, the proxies would use their own judgment in deciding whether to vote for or against it.

 

Holders of record of MetLife common stock are entitled to vote.

 

All holders of record of MetLife common stock at the close of business on February 28, 2008 (Record Date) are entitled to vote at the 2008 Annual Meeting.

 

If you are the beneficial owner, but not the record owner, of MetLife common stock, you will receive instructions about voting from the bank, broker or other nominee that is the shareholder of record of your shares. Contact your bank, broker or other nominee directly if you have questions.

 

Voting your shares.

 

 

 

Attending the 2008 Annual Meeting.

 

MetLife shareholders of record or their duly appointed proxies are entitled to attend the 2008 Annual Meeting. If you are a MetLife shareholder of record and wish to attend the meeting, please so indicate on the proxy card or as prompted by the telephone or Internet voting systems and an admission card will be sent to you. On the day of the meeting, please bring your admission card with you to present at the entrance to the Versailles Room on the 2nd Floor of the St. Regis Hotel, Two East 55th Street, New York, New York.

 

Beneficial owners also are entitled to attend the meeting. However, because the Company may not have evidence that you are a beneficial owner, you will need to bring proof of your ownership to be admitted to the meeting. A recent statement or letter from your bank, broker or other nominee that is the record owner confirming your beneficial ownership would be acceptable proof.

 

Changing or revoking your proxy after it is submitted.

 

You may change your vote or revoke your proxy at any time before the polls close at the 2008 Annual Meeting. You may do this by:

 

 

 

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

 

Voting by participants in retirement and savings plans.

 

Mellon Bank, N.A., as Trustee for the Savings and Investment Plan for Employees of Metropolitan Life and Participating Affiliates Trust, the New England Life Insurance Company 401(k) Savings Plan and Trust, the New England Life Insurance Company Agents’ Retirement Plan and Trust, and the New England Life Insurance Company Agents’ Deferred Compensation Plan and Trust, will vote the MetLife shares in these plans in accordance with the voting instructions given by plan participants to the Trustee. Instructions on voting appear on the voting instruction form distributed to plan participants. The Trustee must receive the voting instructions of a plan participant no later than 5:59 p.m., Eastern Daylight Time, on April 18, 2008 to vote in accordance with the instructions. The Trustee will generally vote the shares held by each plan for which it does not receive voting instructions in the same proportion as the shares held by such plan for which it does receive voting instructions.

 

Voting of shares held in the MetLife Policyholder Trust.

 

The policyholders who are beneficiaries of the MetLife Policyholder Trust may direct Wilmington Trust Company, as Trustee, to vote their shares held in the Trust on certain matters that are identified in the Trust Agreement governing the Trust, including approval of mergers and contested directors’ elections. On all other matters, which would include the two proposals described in this Proxy Statement that are to be voted on at the 2008 Annual Meeting, the Trust Agreement directs the Trustee to vote the shares held in the Trust as recommended or directed by the Company’s Board of Directors.

 

Shares of MetLife common stock outstanding and entitled to vote at the 2008 Annual Meeting.

 

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

 

Quorum.

 

To conduct business at the 2008 Annual Meeting, a quorum must be present. A quorum will be present if shareholders of record of one-third or more of the shares of MetLife common stock entitled to vote at the meeting are present in person or are represented by proxies.

 

Vote required to elect Directors and to approve other proposals.

 

If a quorum is present at the meeting, a plurality of the shares voting will be sufficient under Delaware corporation law to elect the Class III Nominees. This means that the Class III Nominees who receive the largest number of votes cast are elected as Directors, up to the maximum number of Directors to be elected at the meeting. However, the Board has established a majority voting standard in Director elections, which is described below.

 

Subject to exceptions set forth in the Company’s Certificate of Incorporation, a majority of the shares voting will be sufficient to approve any matter other than the election of Directors properly brought before the meeting, including the ratification of the appointment of Deloitte & Touche LLP as MetLife’s independent auditor.

 

Majority voting standard in Director elections.

 

The Company’s By-Laws provide that in an uncontested election, such as the election of the Class III Directors at the 2008 Annual Meeting, any incumbent Director who is a nominee for election as Director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will promptly tender his or her resignation. The Governance Committee of the Board will promptly consider the offer to resign and recommend to the Board whether to accept or reject it. The Board of Directors will decide within 90 days following certification of the shareholder vote whether to accept or reject the tendered

resignation. The Board’s decision and, if applicable, the reasons for rejecting the tendered resignation, will be disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC).

 

Tabulation of abstentions and broker non-votes.

 

If a shareholder abstains from voting as to a particular matter, the shareholder’s shares will not be counted as voting for or against that matter. If brokers or other record holders of shares return a proxy card indicating that they do not have discretionary authority to vote as to a particular matter (Broker Non-Votes), those shares will not be counted as voting for or against that matter. Accordingly, abstentions and Broker Non-Votes will have no effect on the outcome of a vote.

 

Abstentions and Broker Non-Votes will be counted to determine whether a quorum is present.

 

Inspector of Election and confidential voting.

 

The Board of Directors has appointed Lawrence E. Dennedy, Senior Vice President, MacKenzie Partners, Inc., to act as Inspector of Election at the 2008 Annual Meeting. The Company’s By-Laws provide for confidential voting.

 

Directors’ attendance at annual meetings.

 

Directors are expected to attend annual meetings of shareholders, and 13 out of 16 Directors attended the 2007 Annual Meeting, including two Directors who retired from the Board at the time of the meeting.

 

Cost of soliciting proxies for the 2008 Annual Meeting.

 

The Company has retained BNY Mellon Shareowner Services to assist with the solicitation of proxies from the Company’s shareholders of record. For these services, the Company will pay BNY Mellon Shareowner Services a fee of approximately $9,500, plus expenses. The Company also will reimburse banks, brokers or other nominees for their costs of sending the Company’s proxy materials to beneficial owners. Directors, officers or other MetLife employees also may solicit proxies from shareholders in person, or by telephone, facsimile transmission or other electronic means of communication, but will not receive any additional compensation for such services.

 

Shareholder proposals — deadline for submission of shareholder proposals for the 2009 Annual Meeting.

 

Rule 14a-8 of the Securities Exchange Act of 1934, as amended (Exchange Act), establishes the eligibility requirements and the procedures that must be followed for a shareholder’s proposal to be included in a public company’s proxy materials. Under the Rule, proposals submitted for inclusion in MetLife’s 2009 proxy materials must be received by MetLife, Inc. at One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, NY 11101-4007, Attention: Corporate Secretary, on or before the close of business on November 18, 2008. Proposals must comply with all the requirements of Rule 14a-8.

 

A shareholder who wishes to present a matter for action at MetLife’s 2009 Annual Meeting, but chooses not to do so under Rule 14a-8 of the Exchange Act, must deliver to the Corporate Secretary of MetLife on or before December 23, 2008, a notice containing the information required by the advance notice and other provisions of the Company’s By-Laws. A copy of the By-Laws may be obtained by directing a written request to MetLife, Inc., One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, NY 11101-4007, Attention: Corporate Secretary.

 

Where to find the voting results of the 2008 Annual Meeting.

 

The preliminary voting results will be announced at the 2008 Annual Meeting. The final voting results will be published in the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2008.

 

Electronic delivery of the Proxy Statement and Annual Report to Shareholders.

 

If you are a shareholder of record, you may elect to receive future annual reports to shareholders and proxy statements electronically by consenting to electronic delivery online at

http://bnymellon.com/shareowner/isd. If you choose to receive your proxy materials electronically, your choice will remain in effect until you notify MetLife that you wish to discontinue electronic delivery of these documents. You may provide your notice to MetLife via the Internet at http://bnymellon.com/shareowner/isd or by writing to MetLife, Inc., c/o BNY Mellon Shareowner Services, P.O. Box 3510, South Hackensack, NJ 07606-9210. In the United States, you also may provide such notice by calling toll free 1-800-649-3593.

 

If you hold your MetLife shares through a bank, broker or other holder of record, refer to the information provided by that entity for instructions on how to elect this option.

 

Principal executive offices.

 

The principal executive offices of MetLife, Inc. are located at 200 Park Avenue, New York, NY 10166.

 

MetLife’s Annual Report on Form 10-K.

 

To obtain without charge a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (2007 Form 10-K), address your request to MetLife Investor Relations, MetLife, Inc., One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, New York 11101-4007, or call 1-800-649-3593. The 2007 Form 10-K may also be accessed on the Internet at http://investor.metlife.com by selecting Financial Information, SEC Filings, MetLife, Inc. View SEC Filings, and at the SEC’s website at http://www.sec.gov.

 

At the 2008 Annual Meeting, five Class III Directors will be elected for a term ending at the Company’s 2011 Annual Meeting. Each Class III Nominee is currently serving as a Director of MetLife and has agreed to continue to serve if elected. The Board of Directors has no reason to believe that any Nominee would be unable to serve if elected; however, if for any reason a Nominee should become unable to serve at or before the 2008 Annual Meeting, the Board could reduce the size of the Board or nominate someone else for election. If the Board were to nominate someone else to stand for election at the 2008 Annual Meeting, the proxies could use their discretion to vote for that person.

 

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

 

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

 

The Board of Directors recommends that you vote FOR the election of each of the following Class III Nominees:

 

Sylvia Mathews Burwell, age 42, is President of the Global Development Program at The Bill and Melinda Gates Foundation. Ms. Burwell joined the Foundation in 2001 as Executive Vice President and served as its Chief Operating Officer from 2002 to April 2006. Prior to joining

the Foundation, she served as Deputy Director of the Office of Management and Budget in Washington, D.C. from 1998. Ms. Burwell served as Deputy Chief of Staff to President Bill Clinton from 1997 to 1998, and was Chief of Staff to Treasury Secretary Robert Rubin from 1995 to 1997. She also served as Staff Director for the National Economic Council from 1993 to 1995. Ms. Burwell was Manager of President Clinton’s economic transition team. Prior to that, she was an Associate at McKinsey and Company from 1990 through 1992. She is a member of the Board of Directors of the Council on Foreign Relations, and a member of the Pacific Council on International Policy, the Aspen Strategy Group, the Trilateral Commission and the Nike Foundation Advisory Group. In addition, Ms. Burwell is a Governing Council Member of the Miller Center of Public Affairs at the University of Virginia. Ms. Burwell received a bachelor’s degree in government, cum laude, from Harvard University in 1987 and a bachelor’s degree in philosophy, politics and economics from Oxford University, where she was a Rhodes Scholar. Ms. Burwell has been a Director of MetLife and Metropolitan Life Insurance Company since 2004.

 

Eduardo Castro-Wright, age 53, is President and Chief Executive Officer of Wal-Mart Stores, USA. Mr. Castro-Wright joined Wal-Mart in 2001 and worked in Mexico through 2005, first as President and later as Chief Executive Officer of Wal-Mart de Mexico. He then joined Wal-Mart in the U.S. as Chief Operating Officer of the Wal-Mart Stores division in early 2005 and was promoted to his current role later that year. Previously, he was the President and Chief Executive Officer of Honeywell Transportation and Power Systems Worldwide. Prior to that, he was President of Honeywell Asia/Pacific. He also held several leadership positions at Nabisco, Inc., including President of Nabisco Asia/Pacific, as well as President and Chief Executive Officer of the company’s businesses in Venezuela and Mexico. Mr. Castro-Wright is a Director of the Hispanic Scholarship Fund and

 

Students in Free Enterprise. He received a bachelor of science degree in mechanical engineering from Texas A&M University. Mr. Castro-Wright has been a Director of MetLife and Metropolitan Life Insurance Company since March 2008.

 

Cheryl W. Grisé, age 55, was Executive Vice President of Northeast Utilities, a public utility holding company, from December 2005 until her retirement effective June 2007, Chief Executive Officer of its principal operating subsidiaries from September 2002 to January 2007, President of the Utility Group of Northeast Utilities Service Company from May 2001 to January 2007, President of the Utility Group of Northeast Utilities from May 2001 to December 2005, and Senior Vice President, Secretary and General Counsel of Northeast Utilities from 1998 to 2001. Ms. Grisé is a Director of Pall Corporation. She also serves on the Boards of the University of Connecticut Foundation and the Kingswood-Oxford School, and is a Senior Fellow of the American Leadership Forum. She received a bachelor of arts degree from the University of North Carolina at Chapel Hill and a law degree from Thomas Jefferson School of Law, and has completed the Yale Executive Management Program. Ms. Grisé has been a Director of MetLife and Metropolitan Life Insurance Company since 2004.

 

William C. Steere, Jr., age 71, was Chairman of the Board and Chief Executive Officer of Pfizer Inc., a research-based global pharmaceutical company, from 1992 until his retirement in May 2001. Mr. Steere is a Director of Pfizer Inc., Health Management Associates, Inc., the New York Botanical Garden, and the Naples Philharmonic Center for the Arts. He is a Trustee of the New York University Medical Center and a member of the Board of Overseers of the Memorial Sloan-Kettering Cancer Center. Mr. Steere received a bachelor’s degree from Stanford University. He has been a Director of MetLife since 1999 and a Director of Metropolitan Life Insurance Company since 1997. Mr. Steere was appointed as Lead Director of MetLife’s Board of Directors on January 18, 2006.

 

Lulu C. Wang, age 63, is Chief Executive Officer of Tupelo Capital Management LLC, an investment management firm which she founded in 1997.

 

Ms. Wang has been engaged in professional money management since 1972. Prior to founding Tupelo Capital Management, she served as Director and Executive Vice President of Jennison Associates Capital Corporation. Before joining Jennison in 1988, Ms. Wang oversaw equities management at Equitable Capital Management as Senior Vice President and Managing Director. Ms. Wang serves on the Boards of the Asia Society, Columbia Business School, Metropolitan Museum of Art, Rockefeller University, WNYC Public Radio and the Committee of 100. She also serves as Trustee Emerita of Wellesley College and as a Consulting Director of the New York Community Trust. Ms. Wang received her bachelor of arts degree from Wellesley College and a masters in business administration from Columbia Business School. She is a chartered financial analyst. Ms. Wang has been a Director of MetLife and Metropolitan Life Insurance Company since March 2008.

 

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

 

James R. Houghton, age 71, is Chairman Emeritus and Director of Corning Incorporated, a global technology company, was Chairman of the Board from 2002 to April 2007, and was its Chief Executive Officer from April 2002 to April 2005. He also served as Chairman and Chief Executive Officer of Corning from 1983 to 1996, Chairman of the Board Emeritus of Corning from 1996 to June 2000 and Non-Executive Chairman of the Board of Corning from June 2000 to April 2002. Mr. Houghton is also a Director of ExxonMobil Corporation and Market Street Trust Company. Mr. Houghton is Trustee and Chairman of the Metropolitan Museum of Art, the Morgan Library and Museum, Hospital for Special Surgery and the Corning Foundation, and is a Fellow of the Harvard Corporation. He graduated from Harvard College and received a master’s degree from Harvard Business School. Mr. Houghton has been a Director of MetLife since 1999 and a Director of Metropolitan Life Insurance Company since 1975.

 

Helene L. Kaplan, age 74, has been Of Counsel to the law firm of Skadden, Arps, Slate, Meagher & Flom LLP since 1990. She is a Director of Verde Exploration, Ltd. and a former Director of J.P. Morgan Chase & Co., ExxonMobil Corporation, The May Department Stores and Verizon Communications, Inc. Mrs. Kaplan is a Member (and former Director) of the Council on Foreign Relations. She is a Trustee and Vice-Chair of The American Museum of Natural History and Honorary Trustee and former Chair of Carnegie Corporation of New York. She is Chair Emerita and Trustee Emerita of Barnard College and Trustee Emerita of The J. Paul Getty Trust and The Institute for Advanced Study. Mrs. Kaplan is a Fellow of the American Philosophical Society and the American Academy of Arts and Sciences. Mrs. Kaplan received a bachelor’s degree, cum laude, from Barnard College and a law degree from New York University Law School. She is the recipient of many honors, including honorary degrees from Columbia University and Mount Sinai School of Medicine. Mrs. Kaplan has been a Director of MetLife since 1999 and a Director of Metropolitan Life Insurance Company since 1987.

 

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

 

C. Robert Henrikson, age 60, has been Chairman, President and Chief Executive Officer of MetLife and Metropolitan Life Insurance Company since April 25, 2006. Previously, he was President and Chief Executive Officer of MetLife and Metropolitan Life Insurance Company from March 1, 2006, President and Chief Operating Officer of the Company from June 2004, and President of its U.S. Insurance and Financial Services businesses from July 2002 to June 2004. He served as President of Institutional Business of MetLife from September 1999 to July 2002 and President of Institutional Business of Metropolitan Life Insurance Company from May 1999 to June 2002. During his more than 35-year career with MetLife, Mr. Henrikson has held a number of senior positions in the Company’s Individual, Group and Pension businesses. Mr. Henrikson is a Director of the American Council of Life Insurers, a Director Emeritus of the American Benefits Council, Chairman of the Board of the Wharton School’s S.S. Huebner Foundation for Insurance Education,

a member of the Financial Services Forum and a Trustee of the American Museum of Natural History. He also serves on the National Board of Advisors at the Morehouse School of Medicine and the Board of Directors of The New York Philharmonic and The New York Botanical Garden. Mr. Henrikson received a bachelor’s degree from the University of Pennsylvania and a law degree from Emory University School of Law. In addition, he is a graduate of the Wharton School’s Advanced Management Program. He has been a Director of MetLife since April 26, 2005 and a Director of Metropolitan Life Insurance Company since June 1, 2005.

 

John M. Keane, age 65, is the co-founder and Senior Managing Director of Keane Advisors, LLC, a private equity investment firm, President of GSI, LLC, an independent consulting firm, Senior Advisor to Kohlberg, Kravis, Roberts and Co., a private equity firm specializing in management buyouts, and an Advisor to the Chairman and Chief Executive Officer of URS Corporation, a global engineering design firm. General Keane served in the U.S. Army for 37 years. He was Vice Chief of Staff and Chief Operating Officer of the Army from 1999 until his retirement in October 2003. He is a Director of General Dynamics Corporation and a member of the Board of Managers of Allied Security Holdings LLC. He also is a military contributor and analyst with ABC News and is a member of the United States Department of Defense Policy Board. He also serves on the Boards of the Knollwood Foundation, the Pentagon Memorial Fund, the Army Heritage Foundation, the George C. Marshall Foundation and the Rand Corporation. General Keane received a bachelor’s degree in accounting from Fordham University and a master’s degree in philosophy from Western Kentucky University. General Keane has received honorary doctorate degrees in law and public service from Fordham University and Eastern Kentucky University, respectively. General Keane has been a Director of MetLife and Metropolitan Life Insurance Company since 2003.

 

Hugh B. Price, age 66, has been a Senior Fellow at the Brookings Institution since February 2006. Previously, he was a Senior Advisor to the law firm of DLA Piper Rudnick Gray Cary US LLP

 

from September 2003 until September 2005 and served as President and Chief Executive Officer of the National Urban League, Inc. from 1994 to April 2003. Mr. Price is a Director of Verizon Communications, Inc. He is a Trustee of the Mayo Clinic and a director of the Jacob Burns Film Center. Mr. Price received a bachelor’s degree from Amherst College and received a law degree from Yale Law School. He has been a Director of MetLife since 1999 and a Director of Metropolitan Life Insurance Company since 1994.

 

Kenton J. Sicchitano, age 63, was a Global Managing Partner of PricewaterhouseCoopers LLP, an assurance, tax and advisory services company, until his retirement in June 2001. Mr. Sicchitano joined Price Waterhouse LLP, a predecessor firm of PricewaterhouseCoopers LLP, in 1970, and after becoming a partner in 1979, held various leadership positions within the firm until he retired in 2001. He is a Director of PerkinElmer, Inc. and Analog Devices, Inc. At various times from 1986 to 1995, he served as a Director and/or officer of a number of not-for-profit organizations, including as President of the Harvard Business School Association of Boston, Director of the Harvard Alumni Association and the Harvard Business School Alumni Association, Director and Chair of the Finance Committee of New England Deaconess Hospital and a Trustee of the New England Aquarium. Mr. Sicchitano received a bachelor’s degree from Harvard College and a master’s degree in business administration from Harvard Business School. Mr. Sicchitano has been a Director of MetLife and Metropolitan Insurance Company since 2003.

 

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

 

Burton A. Dole, Jr., age 70, is the retired Chairman of Dole/Neal, LLC, a privately-held energy management firm. Mr. Dole was a Partner and Chief Executive Officer of MedSouth Therapy Associates, LLC, a rehabilitative health care company, from 2001 to 2003, and was Chairman of the Board of Nellcor Puritan Bennett, Incorporated, a medical equipment company, from 1995 until his retirement in 1997. He was Chairman of the Board, President and Chief Executive Officer of Puritan Bennett,

Incorporated from 1986 to 1995. Mr. Dole served as Chairman of the Board of Directors of the Kansas City Federal Reserve Bank and Federal Reserve Agent from 1992 through 1994. Mr. Dole was a Director of New England Mutual Life Insurance Company from 1994 to 1996, before it was acquired by Metropolitan Life Insurance Company. He served as Chairman of the Conference of Chairmen of the Federal Reserve System in 1994. He received both a bachelor’s degree in mechanical engineering and a master’s degree in business administration from Stanford University. Mr. Dole has been a Director of MetLife since August 1999 and a Director of Metropolitan Life Insurance Company since 1996.

 

R. Glenn Hubbard, Ph.D., age 49, has been the Dean of the Graduate School of Business at Columbia University since 2004 and the Russell L. Carson Professor of Finance and Economics since 1994. Dr. Hubbard has been a professor of the Graduate School of Business at Columbia University since 1988. He is also a visiting scholar and Director of the Tax Policy Program for the American Enterprise Institute, and was a member of the Panel of Economic Advisers for the Congressional Budget Office from 2004 to 2006. From 2001 to 2003, Dr. Hubbard served as Chairman of the U.S. Council of Economic Advisers and as Chairman of the Economic Policy Committee of the Organization for Economic Cooperation and Development. Dr. Hubbard is a member of the Board of Directors of Automatic Data Processing, Inc., BlackRock Closed-End Funds, Capmark Financial Group, Inc., Duke Realty Corporation, KKR Financial Holdings LLC and Ripplewood Holdings. He is also a Director or Trustee of the Economic Club of New York, Tax Foundation, Resources for the Future, Manhattan Council, and Fifth Avenue Presbyterian Church, New York, and a member of the Advisory Board of the National Center on Addiction and Substance Abuse. Dr. Hubbard holds a Ph.D. and master’s degree in economics from Harvard University, and a bachelor of arts degree and a bachelor of sciences degree from the University of Central Florida. He has been a Director of MetLife and Metropolitan Life Insurance Company since February 2007.

 

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

 

financial advisory firm, since October 2006. He had been Vice Chairman of the Board of The Procter & Gamble Company from October 2005, following the merger of The Gillette Company with Procter & Gamble, until October 2006. Previously and, until October 2005, he had served as Chairman of the Board, Chief Executive Officer and President of Gillette since January 2001, February 2001 and November 2003, respectively. Prior to joining Gillette, Mr. Kilts was President and Chief Executive Officer of Nabisco Group Holdings Corp. from December 1999 until it was acquired in December 2000 by Philip Morris Companies Inc., now Altria Group Inc. He was President and Chief Executive Officer of Nabisco Holdings Corp. and Nabisco Inc. from January 1998 to December 1999. Before that, he was an Executive Vice President, Worldwide Food, Philip Morris, from 1994 to 1997 and served as President of Kraft USA from 1989 to 1994. Previously, he served as President of Kraft Limited in Canada and as Senior Vice President of Kraft International. Mr. Kilts began his business career with General Foods Corporation in 1970. Mr. Kilts is a member of the Board of Directors of Pfizer, Inc. and MeadWestvaco Corporation, and a member of the Supervisory Board of the Nielsen Company, a leading global and information media company. He also serves on the Board of Overseers of Weill Cornell Medical College. Mr. Kilts currently serves on the Board of Directors of The New York Times Company but has elected not to stand for reelection at the annual meeting of stockholders to be held on April 22, 2008. A graduate of Knox College, Mr. Kilts serves on the College’s Board of Trustees, is Chairman of the Advisory Council of the University of Chicago Graduate School of Business and is a Trustee of the University of Chicago. He previously was Chairman of the Grocery Manufacturers of America. Mr. Kilts has been a Director of MetLife and Metropolitan Life Insurance Company since 2005.

 

David Satcher, M.D., Ph.D., age 67, is the Director of the Satcher Health Leadership Institute and the Center of Excellence on Health Disparities at the Morehouse School of Medicine (MSM), where he also occupies the Poussaint-Satcher-Cosby Chair in Mental Health. From December 2004 to July 2006, Dr. Satcher served as the President of MSM. From September 2002 to December 2004, Dr. Satcher was the Director of the National Center for Primary Care at MSM. Dr. Satcher completed his four-year term as the 16th Surgeon General of the United States in February 2002, after which he served as a Senior Visiting Fellow with the Kaiser Family Foundation until he assumed the post of Director of the National Center for Primary Care. Dr. Satcher served as the U.S. Assistant Secretary for Health from 1998 to January 2001, and from 1993 to 1998, he was the Director of the Centers for Disease Control and Prevention and the administrator of the Agency for Toxic Substances and Disease Registry. Dr. Satcher is a member of the Board of Directors of Johnson & Johnson, the Kaiser Family Foundation, the Community Foundation of Greater Atlanta and the United Way of Atlanta, and is Co-Chair of the Advertising Council’s Advisory Committee on Public Issues. Dr. Satcher has been a Director of MetLife and Metropolitan Life Insurance Company since February 2007.

 

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

 

Charles M. Leighton, age 72, is Executive Director, US SAILING. He was Chairman of the Board and Chief Executive Officer of the CML Group, Inc., a specialty retail company, from 1969 until his retirement in March 1998. Mr. Leighton is a Trustee of Lahey Clinic. Mr. Leighton received a bachelor’s degree and an honorary law degree from Bowdoin College and a master’s degree in business administration from Harvard Business School. He has been a Director of MetLife since 1999 and a Director of Metropolitan Life Insurance Company since 1996.

 

The Board of Directors recommends that you vote to ratify the appointment of Deloitte & Touche LLP as MetLife’s independent auditor for the fiscal year ending December 31, 2008.

 

The Audit Committee has appointed Deloitte & Touche LLP (Deloitte) as the Company’s independent auditor for the fiscal year ending December 31, 2008, subject to shareholder ratification. Deloitte has served as independent auditor of MetLife and most of its subsidiaries, including Metropolitan Life Insurance Company, for many years. Its long term knowledge of the MetLife group of companies, combined with its insurance industry expertise, has enabled it to carry out its audits of the Company’s financial statements with effectiveness and efficiency.

 

In considering Deloitte’s appointment, the Audit Committee reviewed the firm’s qualifications and competencies, including the following factors:

 

 

The Audit Committee assures the regular rotation of the audit engagement team partners as required by law.

 

The Audit Committee approves Deloitte’s audit and non-audit services in advance as required under

Sarbanes-Oxley and SEC rules. Under procedures adopted by the Audit Committee, the Audit Committee reviews, on an annual basis, a schedule of particular audit services that the Company expects to be performed in the next fiscal year and an estimated amount of fees for each particular audit service. The Audit Committee also reviews a schedule of audit-related, tax and other permitted non-audit services that the Company may engage the independent auditor to perform during the next fiscal year and an estimated amount of fees for each of those services, as well as information on pre-approved services provided by the independent auditor in the current year.

 

Based on this information, the Audit Committee pre-approves the audit services that the Company expects to be performed by the independent auditor in connection with the audit of the Company’s financial statements for the next fiscal year, and the audit-related, tax and other permitted non-audit services that management may desire to engage the independent auditor to perform during the next fiscal year. In addition, the Audit Committee approves the terms of the engagement letter to be entered into by the Company with the independent auditor.

 

If, during the course of the year, the audit, audit-related, tax and other permitted non-audit fees exceed the previous estimates provided to the Audit Committee, the Audit Committee determines whether or not to approve the additional fees. The Audit Committee or a designated member of the Audit Committee to whom authority has been delegated may, from time to time, pre-approve additional audit and non-audit services to be performed by the Company’s independent auditor.

 

Representatives of Deloitte will attend the 2008 Annual Meeting. They will have an opportunity to make a statement if they desire to do so, and they will be available to respond to appropriate questions.

 

 

The Board of Directors has adopted Corporate Governance Guidelines that set forth the Board’s policies on a number of governance-related matters. In January 2008, the Board amended the Corporate Governance Guidelines to establish guidelines for ownership of MetLife stock by Non-Management Directors. For more information about the stock ownership guidelines, see “Stock Ownership Guidelines for Non-Management Directors” on page 25.

 

Other topics covered by the Guidelines include:

 

 

A printable version of the Corporate Governance Guidelines may be found on MetLife’s website at http://www.metlife.com/corporategovernance. A copy of the Corporate Governance Guidelines also may be obtained by any shareholder by submitting a written request to MetLife, Inc., One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, NY 11101-4007, Attention: Corporate Secretary.

 

Responsibilities, Independence and Composition of the Board of Directors.  The Directors of MetLife are individuals upon whose judgment,

initiative and efforts the success and long-term value of the Company depend. As a Board, these individuals review MetLife’s business policies and strategies and oversee the management of the Company’s businesses by the Chief Executive Officer and the other officers of the Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act (Executive Officers). The Board currently consists of 16 Directors, 15 of whom are both Non-Management Directors and Independent Directors. Effective as of the 2008 Annual Meeting, the size of the Board is being reduced to 13 members, 12 of whom are both Non-Management Directors and Independent Directors. A Non-Management Director is a Director who is not an officer of the Company or of any entity in a consolidated group with the Company. An Independent Director is a Non-Management Director who the Board of Directors has affirmatively determined has no material relationships with the Company or any of its consolidated subsidiaries and is independent within the meaning of the New York Stock Exchange Inc.’s Corporate Governance Standards (NYSE Governance Standards). An Independent Director for Audit Committee purposes meets additional requirements of Rule 10A-3 under the Exchange Act.

 

As permitted by the NYSE Governance Standards, the Board of Directors has adopted Categorical Standards Regarding Director Independence (Categorical Standards) to assist it in making determinations of independence. The Board has determined that the Independent Directors satisfy all applicable Categorical Standards. The Categorical Standards are set forth in Appendix A to this Proxy Statement. They are also included in the Corporate Governance Guidelines of the Company, which are available on MetLife’s website at http://www.metlife.com/corporategovernance
under the link “Corporate Governance Guidelines.”

 

The Board has affirmatively determined that Sylvia Mathews Burwell, Eduardo Castro-Wright, Burton A. Dole, Cheryl W. Grisé, James R. Houghton, R. Glenn Hubbard, Helene L. Kaplan, John M. Keane, James M. Kilts, Charles M. Leighton, Hugh B. Price, David Satcher, Kenton J. Sicchitano, William C. Steere, Jr. and Lulu C. Wang are all Independent Directors who do not have any material relationships with the Company or any of its consolidated subsidiaries.

 

Mrs. Kaplan is Of Counsel to the law firm of Skadden, Arps, Slate, Meagher & Flom, LLP (Skadden), which provides legal services to the Company and its affiliates. Under the Categorical Standards, a Director’s independence is not impaired because the Director holds a salaried position at an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to the entity during the most recently completed fiscal year was less than two percent of the other entity’s consolidated gross revenues. In determining that Mrs. Kaplan is independent, the Board considered that the payments received by Skadden from the Company in 2007 were less than two percent of Skadden’s consolidated gross revenues. In addition, Mrs. Kaplan is paid a salary by Skadden and has no ownership or management rights in the firm. Mrs. Kaplan will retire from the Board of Directors effective as of the 2008 Annual Meeting.

 

Ms. Grisé was an executive officer of Northeast Utilities until her retirement in June 2007. Northeast Utilities and its subsidiaries have issued debt securities and commercial paper that is held by MetLife. In determining that Ms. Grisé’s former position with Northeast Utilities had not impaired her independence, the Board considered that MetLife’s holdings of these securities constitute less than three percent of Northeast Utilities’ total consolidated assets at September 30, 2007, based on information available to the Company, which is the relevant threshold under the Categorical Standards.

 

In determining that Ms. Burwell is independent, the Board considered that Ms. Burwell’s sister is an executive officer of Local Initiatives Support Corporation (LISC), a not-for-profit corporation

that provides financial and other support to resident-led community-based development organizations. Metropolitan Life Insurance Company is a lender to LISC under its social investment program and also holds equity investments in certain LISC-related partnerships. The MetLife Foundation makes financial contributions to LISC and holds an equity investment in a LISC-related partnership. The Board of Directors did not consider Ms. Burwell’s sister’s relationship with LISC to be material to Ms. Burwell’s independence because the LISC-related transactions were each made in the ordinary course and Ms. Burwell’s sister has not been directly engaged in any of these transactions. In addition, the Board considered that if Ms. Burwell’s relationship with LISC had been direct rather than indirect, the financial transactions involving Metropolitan Life Insurance Company, the MetLife Foundation and LISC would not exceed the relevant thresholds in the Categorical Standards.

 

The Company’s Board of Directors is divided into three classes. One class is elected each year to hold office for a term of three years. Of the 16 current Directors, seven are Class III Directors with terms expiring at the 2008 Annual Meeting, four are Class I Directors with terms expiring at the 2009 Annual Meeting, and five are Class II Directors with terms expiring at the 2010 Annual Meeting. As a result of the retirement of three Directors and reduction of the size of the Board to 13 members, effective as of the 2008 Annual Meeting, the size of Class III will be reduced to five Directors and the size of Class II will be reduced to four Directors.

 

Executive Sessions of Non-Management Directors.  The Non-Management Directors of the Company (all of whom were also Independent Directors of the Company during 2007) meet in regularly scheduled executive sessions without the presence of the Company’s management. If the group of Non-Management Directors were to include Directors who were not also Independent Directors, the Independent Directors would meet, at least once a year, in an executive session that included only Independent Directors. The Independent Directors annually appoint a Lead Director, who presides when the Non-Management Directors meet in executive session. Mr. Steere has served as Lead Director since January 2006.

 

Director Nomination Process.  Potential candidates for nomination as Directors are identified by the Governance Committee and the Board of Directors through a variety of means, including recommendations of search firms, Board members, Executive Officers and shareholders. Potential candidates for nomination as Director must provide written information about their qualifications and participate in interviews conducted by individual Board members. Candidates are evaluated based on the information supplied by the candidates and information obtained from other sources.

 

The Governance Committee will consider shareholder recommendations of candidates for nomination as Director. To be timely, a shareholder recommendation must be submitted to the Governance Committee, MetLife, Inc., One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, NY 11101-4007, Attention: Corporate Secretary, not later than 120 calendar days prior to the first anniversary of the previous year’s annual meeting. Recommendations for nominations of candidates for election at the 2009 Annual Meeting must be received by the Corporate Secretary no later than December 23, 2008.

 

The Governance Committee makes no distinctions in evaluating nominees based on whether or not a nominee is recommended by a shareholder. Shareholders recommending a nominee must satisfy the notification, timeliness, consent and information requirements set forth in the Company’s By-Laws concerning Director nominations by shareholders.

 

The shareholder’s recommendation must set forth all the information regarding the person recommended that is required to be disclosed in solicitations of proxies for election of Directors pursuant to Regulation 14A under the Exchange Act, and must include the recommended nominee’s written consent to being named in the Proxy Statement as a nominee and to serving as a Director if elected. In addition, the shareholder’s recommendation must include (i) the name and address of the recommending shareholder and the candidate being recommended; (ii) a description of all arrangements or understandings between the nominating shareholder and the

person being recommended and any other persons (naming them) pursuant to which the nominations are to be made by the shareholder; (iii) a representation that the recommendation is being made by a beneficial owner of the Company’s stock; and (iv) if the recommending shareholder intends to solicit proxies, a statement to that effect.

 

Under the Company’s Corporate Governance Guidelines, the following specific, minimum qualifications must be met by any candidate whom the Company would recommend for election to the Board of Directors:

 

 

 

In recommending candidates for election as Directors, the Governance Committee will take into consideration the need for the Board to have a majority of Directors that meet the independence requirements of the NYSE Governance Standards and such other criteria as shall be established from time to time by the Board of Directors.

 

Board Meetings and Director Attendance in 2007.  In 2007, there were 10 regular and special meetings of the Board of Directors. All Directors with the exception of Sylvia Mathews Burwell attended more than 75% of the aggregate number of meetings of the Board of Directors and the Committees on which they served during 2007. Ms. Burwell was on maternity leave from September 1, 2007 to December 31, 2007. During this period, she continued to receive and review all materials provided to Board members and members of the Board Committees on which she serves, and engaged in discussions with other Directors and members of Company management.

 

The Company has established written procedures for the review, approval or ratification of related person transactions. A Related Person Transaction includes certain financial transactions, arrangements or relationships in which the Company is or is proposed to be a participant and in which a Director, Director nominee or Executive Officer of the Company or any of their immediate family members has or will have a material interest. Related Person Transactions may include:

 

 

 

Under the procedures, Directors, Director nominees and Executive Officers of the Company are required to report Related Person Transactions in writing to the Company. The Governance Committee reviews, approves or ratifies Related Person Transactions involving Directors, Director nominees and the Chief Executive Officer or any of their immediate family members. A vote of a majority of disinterested Directors of the Governance Committee is required to approve or ratify a transaction. The Chief Executive Officer reviews, approves or ratifies Related Person Transactions involving Executive Officers of the Company (other than the Chief Executive Officer) or any of their immediate family members. The Chief Executive Officer may refer any such transaction to the Governance Committee for review, approval or ratification if he believes that such referral would be appropriate.

 

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

 

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

 

MetLife’s Board of Directors has designated seven Board Committees. These Committees perform essential functions on behalf of the Board. The Committee Chairs review and approve agendas for all meetings of their respective Committees. The responsibilities of each of the Committees are summarized below. Only Independent Directors may be members of the Audit, Compensation, Governance and Finance and Risk Policy Committees. Metropolitan Life Insurance Company also has designated Board Committees, including an Investment Committee. Each Committee of the Board of Directors has a Charter that defines the Committee’s purposes and responsibilities. The Charters for the Audit, Compensation and Governance Committees incorporate the requirements of the SEC and the New York Stock Exchange (NYSE) to the extent applicable. Current, printable versions of these Charters are available on MetLife’s website at http://www.metlife.com/corporategovernance. Print copies of these Charters also may be obtained by submitting a written request to MetLife, Inc., One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, NY 11101-4007, Attention: Corporate Secretary.

 

The Audit Committee

 

The Audit Committee, which consists entirely of Independent Directors,

 

 

 

The Audit Committee met ten times during 2007.  A more detailed description of the role and responsibilities of the Audit Committee is set forth in the Audit Committee Charter.

 

Financial Literacy and Audit Committee Financial Expert.  The Board of Directors has determined that the members of the Audit Committee are financially literate, as such qualification is interpreted by the Board of Directors. The Board of Directors has also determined that a majority of the members of the Audit Committee would qualify as “audit committee financial experts,” as such term is defined by the SEC, including James R. Houghton, the Chair of the Committee.

 

The Compensation Committee

 

The Compensation Committee, which consists entirely of Independent Directors,

 

 

 

A more detailed description of the role and responsibilities of the Compensation Committee is set forth in the Compensation Committee Charter. Under its Charter, the Compensation Committee may delegate to a subcommittee or to the Chief Executive Officer or other officers of the Company any portion of the Committee’s duties and responsibilities, if the Committee believes such delegation is in the best interests of the Company and the delegation is not prohibited by law, regulation or the NYSE Governance Standards.

 

To assist the Committee in carrying out its responsibilities, the Compensation Committee, at its sole initiative without seeking a recommendation from MetLife management, selected and retained Hewitt Associates, Inc. (Hewitt) as its executive compensation consultant. Hewitt provides the Committee with competitive market compensation data and overall market trends about executive compensation, advises the Committee about the

overall design and implementation of MetLife’s executive compensation programs, and provides ongoing advice to the Committee about regulatory and accounting developments that may affect the Company’s executive compensation programs. The fees paid to Hewitt for providing such consulting services to the Compensation Committee in 2007 were $196,621.

 

With the knowledge and concurrence of the Committee, the Company has retained a separate and distinct unit of Hewitt to provide recordkeeping and call center services for the Company’s retirement program, as well as benefits analyses, communications, and other general human resources consulting. The aggregate fees for Hewitt’s services to the Company and its affiliates (other than those for consulting services to the Compensation Committee) for 2007 were $6,659,546.

 

The Committee believes that Hewitt as its compensation consultant must be able to provide candid, direct, independent and objective advice to the Committee that is not influenced by any other relationship that Hewitt might have with the Company. To that end:

 

 

The Committee annually receives information relating to all services that Hewitt provides to the Company and the fees that Hewitt receives for such services. The Committee closely examines the steps that Hewitt has taken to ensure the independence

 

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

 

 

 

For these reasons, the Committee believes that it is receiving independent and objective executive compensation advice from Hewitt.

 

For information about the key factors that the Compensation Committee considers in determining the compensation of the members of the Company’s Executive Group, which is comprised of the most senior executives of the Company, as well as the role of the Chief Executive Officer in setting such compensation, see “Compensation Discussion and Analysis” beginning on page 31. Also see the Compensation Discussion and Analysis for information about compensation paid to the Named Executive Officers listed in the Summary Compensation Table on page 41.

 

The Compensation Committee met six times during 2007.

 

Compensation Committee Interlocks and Insider Participation.

 

No member of the Compensation Committee has ever been an officer or employee of MetLife or any of its subsidiaries. During 2007, no Executive Officer of MetLife served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers is or

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

 

The Executive Committee

 

The Executive Committee may exercise the powers and authority of the Board of Directors during intervals between meetings of the Board of Directors. The Executive Committee did not meet during 2007.

 

The Finance and Risk Policy Committee

 

In June 2007, the Board of Directors established the Finance and Risk Policy Committee and transferred to it certain finance and risk oversight responsibilities previously performed by the Governance Committee.

 

The Finance and Risk Policy Committee, which consists entirely of Independent Directors,

 

 

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

 

The Finance and Risk Policy Committee met three times during 2007.

 

The Governance Committee

 

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

The Governance Committee, which consists entirely of Independent Directors,

 

 

A more detailed description of the role and responsibilities of the Governance Committee is set forth in the Governance Committee Charter.

 

The Governance Committee from time to time reviews the compensation and benefits provided to Non-Management Directors, with the assistance of its independent compensation consultant, Hewitt Associates. The Committee engaged Hewitt to advise it on the design and development of the current compensation program for Non-Management Directors, including Director compensation levels and amounts paid to Directors for service as a Committee Chair or as the Lead Director. Hewitt also provided the Committee with market data on

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

 

The Governance Committee met seven times during 2007.

 

The Public Responsibility Committee

 

The Public Responsibility Committee

 

 

The Public Responsibility Committee met three times during 2007.

 

The Sales Practices Compliance Committee

 

The Sales Practices Compliance Committee

 

including reports from the leadership of the Company’s Corporate Ethics and Compliance Department concerning allegations of fraud and misconduct and unethical business practices and reports of any significant investigations by governmental authorities.

 

The Sales Practices Compliance Committee met three times during 2007.

 

The Investment Committee of Metropolitan Life Insurance Company

 

The Investment Committee of Metropolitan Life Insurance Company

 

 

The Investment Committee met eight times during 2007.

The following discussion will assist in understanding the information reported in the 2007 Director Compensation Table:

 

Directors’ Retainer Fees.  The Company pays each Non-Management Director an Annual Retainer in the amount of $225,000, 50% of which is paid in shares of the Company’s common stock and 50% of which is paid in cash. In addition, the Company pays an annual cash retainer fee of $25,000 to each Non-Management Director who serves as Chair of a Board Committee, the Company’s Lead Director, and the Non-Management Director who serves as Chair of the Metropolitan Life Insurance Company Investment Committee.

 

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

 

Director Fee Deferrals.  A Non-Management Director may defer the receipt of all or part of his or her fees payable in cash or shares (and any imputed dividends on those shares) until a later date or until after he or she ceases to serve as a Director. From 2000 to 2004, such deferrals could be made under the terms of the 2000 Directors Stock Plan (share awards) or the MetLife Deferred Compensation Plan for Outside Directors (cash awards). Since 2005, any such deferrals are made under the terms of the MetLife Non-Management

 

Director Deferred Compensation Plan, which was adopted in 2004 and amended in 2005, and is intended to comply with Internal Revenue Code Section 409A (Section 409A).

 

Directors’ Benefit Programs.  Non-Management Directors who joined the Board on or after January 1, 2003 receive $200,000 of group life insurance. Non-Management Directors who joined the Board prior to January 1, 2003 are eligible to continue to receive $200,000 of individual life insurance coverage under policies then in existence, for which MetLife would pay the Directors a cash amount sufficient to cover the cost of premiums. MetLife provides each Non-Management Director with business travel accident insurance coverage for travel on MetLife business. Non-Management Directors are also eligible to participate in MetLife’s Long Term Care Insurance Program on a fully contributory basis.

 

Stock Ownership Guidelines for Non-Management Directors

 

The Board of Directors has established stock ownership guidelines for Non-Management Directors. Each is expected to own MetLife common stock-based holdings equal in value to at least three times the cash component of the MetLife Non-Management Directors Annual Retainer. Each Non-Management Director is expected to achieve this level of ownership by December 31 of the year in which occurs the third anniversary of his or her election to the Board.

Directors’ Retirement Policy

 

The retirement policy adopted by the Board of Directors provides that no Director may stand for election as a member of MetLife’s Board after he or she reaches the age of 72, and that a Director may continue to serve until the Annual Meeting coincident with or immediately following his or her 72nd birthday. The Board of Directors waived the provisions of its retirement policy that would have required Mrs. Kaplan to serve only until the Annual Meeting coincident with or immediately following her 72nd birthday. No Director who is also an officer of MetLife may serve as a Director after he or she retires as an officer of MetLife or Metropolitan Life Insurance Company. In addition, each Director must offer to resign from the Board upon a change or discontinuance of his or her principal occupation or business responsibilities. The Director’s retirement policy is set forth in the Company’s Corporate Governance Guidelines.

 

Financial Management Code of Professional Conduct.  The Company has adopted the MetLife Financial Management Code of Professional Conduct, a “code of ethics” as

defined under the rules of the SEC, that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Corporate Controller and all professionals in finance and finance-related departments. A current, printable version of the Financial Management Code of Professional Conduct is available on the Company’s website at http://www.metlife.com/corporategovernance. A print copy also may be obtained without charge by submitting a written request to the Company at One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, NY 11101-4007, Attention: Corporate Secretary. No amendments to, or waivers of a provision of, the Financial Management Code of Professional Conduct that apply to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Corporate Controller were entered into or made in 2007. If any such amendments or waivers were entered into or made, the Company would post information about them on the Company’s website at the address given above.

Employee Code of Business Conduct and Ethics and Directors’ Code of Business Conduct and Ethics.  The Company has adopted the Employee Code of Business Conduct and Ethics, which is applicable to all employees of the Company, including the Executive Officers of the Company, and the Directors’ Code of Business Conduct and Ethics, which is applicable to the Directors of the Company. A current, printable

version of the Employee Code and the Directors’ Code is available on the Company’s website at http://www.metlife.com/corporategovernance. A print copy also may be obtained by submitting a written request to the Company at One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, NY 11101-4007, Attention: Corporate Secretary.

This report is submitted by the Audit Committee of the MetLife Board of Directors. No portion of this Audit Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933 (Securities Act) or the Exchange Act, through any general statement incorporating by reference in its entirety the Proxy Statement in which this Report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be “soliciting material” or to be “filed” under either the Securities Act or the Exchange Act.

 

The Audit Committee, on behalf of the Board, is responsible for overseeing management’s conduct of MetLife’s financial reporting and internal control processes. For more information on the Audit Committee, see “Board Committees — The Audit Committee” on page 17.

 

Management has the responsibility for the preparation of MetLife’s consolidated financial statements and the reporting process. Deloitte, as MetLife’s independent auditor, is responsible for auditing MetLife’s consolidated financial statements in accordance with auditing standards of the PCAOB.

 

Deloitte has discussed with the Audit Committee those matters described in the PCAOB Standard, Communications with Audit Committees (AU 380), Statement on Auditing Standards (SAS) No. 114, and Rule 2-07 of Regulation S-X promulgated by the SEC. Deloitte has also provided to the Audit Committee the written disclosures and the letter required by Independence Standards Board Standard No. 1 regarding Deloitte’s independence, and the Audit Committee has discussed with Deloitte its independence from MetLife.

 

During 2007, management updated its internal control documentation for changes in internal control and completed its testing and evaluation of MetLife’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of Sarbanes-Oxley and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received updates provided by management and Deloitte at each regularly scheduled Audit Committee meeting. The Audit Committee also reviewed the report of management’s assessment of the effectiveness of internal control over financial reporting contained in the Company’s 2007 Form 10-K, which has been filed with the SEC. The Audit Committee also reviewed Deloitte’s report regarding its audit of the effectiveness of the Company’s internal control over financial reporting.

 

The Audit Committee reviewed and discussed with management and with Deloitte MetLife’s audited consolidated financial statements for the year ended December 31, 2007 (2007 audited consolidated financial statements) and Deloitte’s Report of Independent Registered Public Accounting Firm dated February 28, 2008 (Deloitte Report) regarding the 2007 audited consolidated financial statements included in the Company’s 2007 Form 10-K. The Deloitte Report states that MetLife’s 2007 audited consolidated financial statements present fairly, in all material respects, the consolidated financial position of MetLife and its subsidiaries as of December 31, 2007 and 2006 and the results of their operations and cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America (GAAP) and includes an explanatory paragraph on the adoption of certain recently issued accounting standards. In reliance upon the reviews and discussions with

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

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

This report is furnished by the Compensation Committee of MetLife’s Board of Directors. The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis that is set forth on pages 31 through 40 of this Proxy Statement and, based on such review and discussion, the Compensation Committee has recommended to the Board of Directors that such Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s 2007 Form 10-K.

 

No portion of this Compensation Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act through any general statement incorporating by reference in its entirety the Proxy Statement in which this Report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be “soliciting material” or to be “filed” under either the Securities Act or the Exchange Act.

This Compensation Discussion and Analysis describes the objectives and policies underlying MetLife’s executive compensation program. It also describes key factors that the Compensation Committee considers in determining the compensation of the members of the Executive Group. The Executive Group includes the Named Executive Officers as well as the other Executive Officers of the Company.

 

Overview of Compensation Program

 

MetLife uses a competitive total compensation structure that consists of base salary, annual incentive awards and stock-based long-term incentive award opportunities. For purposes of this discussion and MetLife’s compensation program, Total Compensation for an Executive Group member means the total of those three elements. The Independent Directors approve the Total Compensation for the Chief Executive Officer and the other Executive Group members.

 

The Compensation Committee reviews each Executive Group member’s Total Compensation and recommends Total Compensation amounts for approval by the Independent Directors. When determining an Executive Group member’s Total Compensation, the Committee considers the three elements of Total Compensation together. As a result, decisions on one element impact the decisions on the other elements.

 

The Compensation Committee also reviews other compensation and benefit programs, such as retirement contributions and potential payments that would be made were an Executive Group member’s employment to end. Benefits such as retirement and medical programs do not impact Total Compensation decisions since they apply to substantially all employees. As a result, decisions about those benefits do not vary based on decisions about an Executive Group member’s base salary or annual or stock-based awards.

 

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

 

similar to those provided to other officers of the Company. None of the Executive Group members is a party to any agreement with the Company that governs the executive’s employment.

 

The Compensation Committee has engaged an independent compensation consultant, Hewitt Associates, to assist it in its design and review of the Company’s compensation program. For more information on the role of Hewitt Associates regarding the Company’s executive compensation program, see “Board Committees — The Compensation Committee” beginning on page 17.

 

In 2007, the Compensation Committee directed a review of change-in-control severance arrangements. As a result, the Company adopted the MetLife Executive Severance Plan (Executive Severance Plan) to replace individual change-in-control agreements with Executive Group members. In adopting the new plan, the Compensation Committee eliminated the excise tax gross-up on severance pay and other benefits payable after a change-in-control of the Company. See “Change-in-Control Arrangements — Executive Severance Plan” on page 40.

 

Compensation Philosophy and Objectives

 

MetLife’s executive compensation program is designed to:

 

Committee’s assessment of performance and competitive market data. However, it does not structure particular elements of compensation to relate to separate individual goals or performance.

VARIABLE VS. FIXED COMPENSATION

 

 

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

 

STOCK-BASED INCENTIVES VS. ANNUAL CASH INCENTIVES

 

 

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

Benchmarking Compensation

 

The Compensation Committee periodically reviews the competitiveness of MetLife’s Total Compensation structure using benchmark data reflecting a comparator group of companies in the insurance and broader financial services industries with which MetLife competes for executive talent (Comparator Group). The current Comparator Group consists of the 13    insurance   companies     and  12     financial

 

services companies listed under “Comparator Group” below. These companies are similar to MetLife in size (measured by revenue, market capitalization or assets) or in the importance of investment and risk management to their business.

 

The Compensation Committee has determined that Total Compensation opportunities are competitive if they fall between the 75th percentile of insurance companies in the Comparator Group and the

50th percentile of the entire Comparator Group. The percentile for insurance companies is in recognition of MetLife’s size and market position in the insurance industry. The Compensation Committee does not benchmark compensation on a separate element-by-element basis, but rather focuses on Total Compensation.

 

Comparator Group data is used to develop a Total Compensation opportunity range for each Executive Group member’s grade level. An Executive Group member’s Total Compensation is expected to fall within this range. For 2007 performance, the Total Compensation of Messrs. Henrikson and Toppeta fell within the

 

approximate middle of the range for their respective grade levels and the Total Compensation for Mr. Wheeler and Ms. Weber fell within the upper-third of the range for their respective grade levels. The Total Compensation of Ms. Rein, who retired on March 1, 2008, was below her grade level range. Ms. Rein’s stock-based long-term incentive awards, which are designed in part to provide incentives for future performance, reflected the fact that her service will not continue.

 

The Compensation Committee reviews the composition of the Comparator Group from time to time to assure that it remains an appropriate benchmark for the Company.

Setting Compensation

 

CEO Compensation.  At the beginning of 2007, the Chief Executive Officer and the Compensation Committee established goals and objectives that were designed to drive Company performance. The Compensation Committee indicated the importance of each goal to the Company’s overall performance. For a description of these goals, see “Annual Incentive Awards” beginning on page 34.

 

In early 2008, the Compensation Committee recommended to the Independent Directors the Total Compensation for the Chief Executive Officer, including annual and stock-based awards and any base salary adjustments. The Committee’s Total Compensation recommendations for 2007 reflected its assessment of Mr. Henrikson’s performance relative to his established goals and

objectives in his role as Chief Executive Officer, and took into account additional achievements that occurred during the year. The Committee also considered competitive market data provided by the Compensation Committee’s independent compensation consultant. The consultant’s report included a comparison and analysis of Mr. Henrikson’s compensation to chief executive officer compensation at Comparator Group companies. The comparison included historical information on Comparator Group companies’ size (measured by revenue, market capitalization and assets) and performance (measured by 3-year and 1-year growth in earnings per share and revenue, returns on equity and capital, and total shareholder return) compared to MetLife. The application of these practices and processes in 2007 resulted in higher compensation being awarded to Mr. Henrikson than other Executive

Group members due to Mr. Henrikson’s broader responsibilities and higher levels of accountability as the most senior executive in the Company, as well as competitive market data.

 

Compensation of Other Executive Group Members.  At the beginning of 2007, the Chief Executive Officer and each Executive Group member agreed on the respective executive’s goals. In early 2008, the Chief Executive Officer provided to the Compensation Committee an assessment of the other Executive Group members’ performance during that year. He also recommended to the Committee Total Compensation amounts for each Executive Group member taking into account performance as well as available competitive data and compensation opportunities for each position. The Committee reviewed these amounts and recommended the components of each Executive Group member’s Total Compensation to the Independent Directors. Other than the Chief Executive Officer, no Executive Group member played a role in determining the compensation of any of the other Executive Group members.

 

Components of Compensation and Benefits

 

Base Salary.  The Company pays base salaries to the Executive Group members and other employees to compensate them for their services during the year. Salary rates are determined based on the Executive Group member’s position and scope of responsibilities, individual performance and competitive data.

 

The base salaries earned by the Named Executive Officers in 2007 are reported in the Summary Compensation Table on page 41.

 

Annual Incentive Awards.  The MetLife Annual Variable Incentive Plan (AVIP) provides eligible employees, including the Executive Group members, the opportunity to earn annual cash incentive awards. AVIP awards are the primary compensation vehicle for recognizing and differentiating individual performance each year. They are designed to motivate Executive Group members and other employees to achieve strong annual business results that will contribute to the Company’s long-term success.

 

In determining AVIP awards for the Executive Group members, the Compensation Committee considers, as a whole, the executive’s performance relative to individual goals, business units goals and Company performance. The Committee also considers, when applicable, additional business challenges or opportunities that arose during the year that were not reflected in the executive’s previously established goals for the year. The Committee determines the executive’s AVIP award using its judgment of all of these factors, and not by using a formula.

 

The Executive Group members’ performance goals and objectives are both financial and non-financial, and aligned with the Company’s performance objectives. The achievement of these goals drives the Company to meet its business objective of providing protection and security products and related services that meet customers’ financial needs. The Company accomplishes this through prudent risk-taking, investment portfolio management, and effectively deploying capital resources to ensure that the enterprise meets its obligations to policyholders while promoting and enhancing shareholder value.

 

The Executive Group members’ non-financial goals for 2007 included strategic planning, financial management, risk management, expense management, brand recognition, talent retention and recruitment, and investor and customer relations.

 

For Mr. Henrikson, executive succession planning and leadership development remained a key goal for 2007, as he assessed and placed several new senior executives. Mr. Henrikson also strengthened risk management and asset/liability management in 2007 and sustained and strengthened relations with investors and key customers and other important stakeholders.

 

Mr. Wheeler’s key goals for 2007 included risk and financial management. He strengthened the Company’s risk management organization and implemented effective capital management strategies. Mr. Wheeler’s goals also included management of business expansion initiatives, and he successfully identified and completed strategic corporate transactions, including international acquisitions.

 

Mr. Toppeta’s goals for 2007 included talent retention, market share, and persistency rates. In 2007, Mr. Toppeta increased the visibility of the MetLife brand internationally while expanding and retaining agency sales force, increasing market share for annuity sales and achieving strong persistency rates in key markets.

 

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

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

 

Ms. Weber’s key goals for 2007 included sales and agent force productivity. In 2007, she increased sales of annuity and life insurance products, expanded and strengthened distribution networks and retained producers at rates above industry norms.

 

Each year, the Compensation Committee approves the maximum amount available for AVIP awards to all employees, including the Named Executive Officers. The calculation of this amount is based on the Company’s business plan for that year, and consists of two performance measures: Operating Earnings and Return on Equity. The Company’s 2007 Operating Earnings and Return on Equity produced a maximum dollar amount available for all AVIP awards to all employees of $529 million, or 11.1% of Operating Earnings. By comparison, the maximum dollar amount that would have been available for all AVIP awards to all employees under the Company’s 2007 business plan was $378 million, or 9.6% of the Operating Earnings under the business plan. The actual maximum dollar amount was higher than what would have been generated under the business plan because actual Operating Earnings ($4.762 billion) and Return on Equity (15.2%) were higher than the Operating Earnings of

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

 

Internal Revenue Code Section 162(m) limits the amount of compensation paid to certain officers that the Company can deduct to $1 million per year for each officer, unless it is “performance-based.” To comply with the requirements for performance-based compensation, the Compensation Committee establishes maximum AVIP awards that may be paid to each of the Executive Group members. See “Non-Equity Incentive Plan Awards” on page 45 for more information about the individual maximums set for 2007 AVIP awards.

 

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

 

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

 

Stock options align Executive Group members’ interests with those of shareholders. Performance shares align these interests and also encourage decisions and reward performance that contribute to the long-term growth of the Company’s business and enhance shareholder value. They do this by motivating Executive Group members to outperform MetLife’s competition in terms of key performance measures over a three-year period. Performance shares and stock options also provide an incentive for the Executive Group members to remain with the Company through the entire performance period or stock option vesting period. This is because they are normally forfeited if the executive leaves the Company voluntarily before the end of the applicable performance period or vesting period and is not Retirement Eligible, as defined in The Metropolitan Life Retirement Plan for United States Employees (Retirement Plan), or eligible for subsidized post-retirement medical benefits (Bridge Eligible). See “Pension Program” on page 38 for more information about the Retirement Plan.

 

Stock-based awards to all senior officers are generally allocated 50% in performance shares and 50% in stock options, using the formula for the calculations presented on page 32. The amount of stock-based awards the Compensation Committee grants is based on a discretionary assessment of an individual’s level of responsibility, performance and relative contribution and potential for assuming increased responsibilities.

 

Stock Options.  Stock options are granted at an exercise price equal to the closing price of a share of MetLife’s common stock on the date of grant. The ultimate value of stock options depends exclusively on increases in the price of MetLife’s common stock. One-third of each award of stock options vests on each of the first three anniversaries of the date of grant.

 

Performance Shares.  Performance shares are units that may become payable in shares of MetLife common stock at the end of a three-year performance period, depending on specified Company performance relative to MetLife’s competition. MetLife’s competition is defined for this purpose as the companies in the Standard & Poor’s Insurance Index (Insurance Index). The Insurance Index was chosen to measure MetLife’s performance because insurance is the predominant portion of the Company’s overall business mix. The final number of performance shares paid is determined by the Company’s performance in total shareholder return and operating earnings compared to the other companies in the Insurance Index. The amount paid can be as low as zero and as high as twice the number of performance shares granted. For additional information about the performance share formula, see “Equity Incentive Plan Awards” on page 45.

 

The Company has designed performance shares and stock options to meet the Section 162(m) requirements for performance-based compensation. As designed, these awards also qualify as equity-classified instruments whose fair value for determining compensation expense under current accounting rules is fixed on the date of grant. This allows the Company to provide stock-based incentive opportunities while limiting the volatility of the related accounting cost of such compensation. For information about the specific grants of stock options

and performance shares to the Named Executive Officers in 2007, see the table entitled “Grants of Plan-Based Awards in 2007” on page 45.

 

Equity Award Timing Practices

 

The Committee grants stock options and performance shares to the Executive Group members at its regularly scheduled meeting in February of each year. This meeting is on the same day that the Compensation Committee and the Board of Directors approve annual incentive compensation awards and any base salary increases. The exercise price of these stock options is the closing price of a share of MetLife’s common stock on the day the stock options are granted. The Company has never granted, and has no plans to grant, performance shares or stock options to current or new employees in coordination with the release of non-public information about the Company or any other company. The Chief Executive Officer does not have any authority to grant stock-based awards of any kind to any Executive Group members or Directors of the Company.

 

Opportunity Award Payouts

 

Prior to April 2005, the Company granted Opportunity Awards under the Long Term Performance Compensation Plan (Long Term Plan) rather than performance shares. No Opportunity Awards have been granted since that time.

 

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

 

Awards was made in April, 2007. The primary factor used in determining amounts payable on Opportunity Awards was total shareholder return on the Company’s common stock during the applicable performance period. For additional information about these final Opportunity Awards, see the table entitled “Option Exercises and Stock Vested in 2007” on page 49.

 

Stock Ownership

 

To further promote an alignment of management’s interests with shareholders, the Company has established minimum stock ownership guidelines for approximately 700 MetLife employees, including the Executive Group members. Each is expected to own MetLife common stock in an amount that is equal to a percentage or multiple of annual base salary rate depending on position.

 

Employees may count toward these guidelines the value of shares they or their immediate family members own directly or in trust. They may also count shares held in the Company’s saving and investment program, shares deferred under the Company’s nonqualified deferred compensation program (Deferred Shares) and deferred cash compensation or auxiliary benefits measured in value by the performance of MetLife common stock (Deferred Share Equivalents).

 

Each employee subject to the guidelines is expected to retain the net stock acquired through the exercise of stock options or from long-term incentive plan award payments until the employee meets the guidelines. The Company’s policy prohibits all employees, including the Executive Group members, from engaging in short swing sales, hedging, and trading in put and call options, with respect to the Company’s securities.

Retirement and Other Benefits

 

The Company participates in an annual survey on retirement benefits that compares the value of retirement benefits among large financial services and insurance companies. The Company generally intends, over the long-term and broadly across its pension and savings and investment programs, to offer benefits to U.S. employees in the median range of survey participants. The Company’s programs continued to fall within the median range in 2007. The survey’s participants, other than MetLife, include:

 

 

Pension Program.  The Company sponsors a pension program for U.S. employees in which each Executive Group member participates. The purpose of the program is to provide employees with post-retirement income.

 

The program rewards employees for the length of their service and, indirectly, for their job performance, because the amount of benefits increases with the length of employees’ service with the Company and the salary and annual bonuses they earn. Benefits under the Company’s pension program are determined under two separate benefit formulas. For any given period of time, an employee’s benefit is determined under one or the other formula. In no event do benefits accrue for the same period under both formulas.

 

The Traditional Formula is a long-standing formula and based on length of service and final average compensation. The Personal Retirement Account Formula is based on monthly contributions to an account for each employee based on the employee’s compensation, plus interest.

 

Pension benefits are paid under two separate plans, primarily due to tax requirements. The Retirement Plan is a tax-qualified defined benefit pension plan that provides benefits for employees on the United States payroll. Since the Internal Revenue Code imposes limitations on eligible compensation and on the amounts that can be paid under the Retirement Plan, the Company also sponsors the MetLife Auxiliary Pension Plan (Auxiliary Pension Plan). The Auxiliary Pension Plan provides benefits which eligible employees would have received under the Retirement Plan if these limitations were not imposed. Benefits under the Auxiliary Pension Plan are calculated in substantially the same manner as they are under the Retirement Plan. The Auxiliary Pension Plan is unfunded, and benefits under that plan are general promises of payment not secured by any rights to Company property.

 

For additional information about pension benefits for the Named Executive Officers, see the table entitled “Pension Benefits” on page 50.

 

Savings and Investment Program.  The Company sponsors a savings and investment program for U.S. employees, in which each Executive Group member is eligible to participate. The program includes the Savings and Investment Plan for Employees of Metropolitan Life and Participating Affiliates (Savings and Investment Plan), a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k), and the Metropolitan Life Auxiliary Savings and Investment Plan (Auxiliary Savings and Investment Plan), an unfunded nonqualified deferred compensation plan.

 

The purpose of the Savings and Investment Plan is to provide Executive Group members and other employees the opportunity to save a portion of their eligible compensation through payroll deductions, primarily for retirement but also for other financial needs. Employee contributions may be made on a before-tax 401(k), Roth 401(k)

or after-tax basis. The Company also provides a matching contribution to employees after one year of service in order to encourage and reward such savings. The Auxiliary Savings and Investment Plan provides additional Company contributions to employees who elect to contribute to the Savings and Investment Plan and who have compensation beyond Internal Revenue Code limits. These amounts for the Named Executive Officers are reported in the “All Other Compensation” column of the Summary Compensation Table on page 41. Because the Auxiliary Savings and Investment Plan is a nonqualified deferred compensation plan, the Company’s contributions to the Named Executive Officers’ accounts, and the Named Executive Officers’ accumulated account balances and any payouts made during 2007, are reported in the table entitled “Nonqualified Deferred Compensation” on page 53.

 

Nonqualified Deferred Compensation.  The Company sponsors a nonqualified deferred compensation program for officer-level employees, including the Executive Group members. The purpose of this program is to provide eligible employees the opportunity to enhance their financial planning options by deferring a portion of their compensation. See the table entitled “Nonqualified Deferred Compensation” on page 53 for amounts of nonqualified deferred compensation reported for the Named Executive Officers.

 

Employees choose in advance the amount they want to defer, the date on which payment of their deferred compensation will begin and whether they want to receive payment in a lump sum or in up to 15 annual payments. If the employee becomes Retirement Eligible or Bridge Eligible, the employee’s choice of form and timing of payment are honored. Otherwise, the Company generally pays out the employee’s deferred compensation in a single lump-sum after the end of the employee’s service. The continued deferral of income taxation and pre-tax simulated investment earnings through the employee’s chosen payment dates encourage employees to remain with the Company.

 

Perquisites

 

The Company provides its Executive Group members with limited perquisites.

 

To help ensure his safety and security, the Board of Directors requires that the Chief Executive Officer use the Company’s aircraft for all travel, personal as well as business. To maximize the accessibility of Executive Group members, the Company makes leased vehicles and drivers and outside car services available to them for commuting and personal use.

 

The Company has established a medical examination program to promote the health of its Executive Group members through annual comprehensive preventative medical examinations. An Executive Group member may complete a medical examination using a physician affiliated with the program or his or her private physician. The Company pays the costs of the medical examinations and certain follow-up testing.

 

The Company makes available to its Executive Group members financial planning services provided by a third party consultant. This program is designed to keep Executive Group members focused on running the Company’s business rather than on financial planning matters that can be handled by outside professionals. For recordkeeping and administrative convenience of the Company, the Company also pays certain costs of travel and meals for family members accompanying Executive Group members on business functions, and costs for a vendor to make personal travel reservations for Executive Group members or their families.

 

The incremental cost of perquisites provided to the Named Executive Officers during 2007 is included in the “All Other Compensation” column of the Summary Compensation Table on page 41.

 

Severance Pay and Related Benefits

 

If an Executive Group member’s employment with the Company ends, he or she may be eligible for the severance program available to substantially all salaried employees. The severance program encourages employees whose employment is ending to focus on their transition to other opportunities and allows the Company to obtain a release of any employment-related claims. The

program provides employees with severance pay, outplacement services and other benefits if their employment ends involuntarily due to job elimination or, in limited circumstances, due to performance. Employees terminated for cause are not eligible.

 

The amount of severance pay reflects the employees’ salary grade, base salary rate and length of service, with longer-service employees receiving greater payments and benefits than shorter-service employees given the same salary grade and base salary. The Company also may enter into severance agreements that can differ from the general terms of the program, where business circumstances warrant.

 

Change-in-Control Arrangements

 

The Company has adopted arrangements that would impact the Executive Group members’ compensation and benefits upon a change-in-control of MetLife. If a change-in-control were to occur, the Company’s ability to maximize shareholder value could be hindered if Executive Group members leave the Company or are distracted by concerns over continued employment. The Company’s change-in-control arrangements enhance the Company’s ability to retain Executive Group members in such a situation. They also promote the unbiased and disinterested efforts of the Executive Group members to maximize shareholder value during and after a change-in-control.

 

Executive Severance Plan.  When the Company established the Executive Severance Plan in December 2007, each Named Executive Officer agreed to terminate his or her individual change-in-control agreement. The Committee determined the terms of the plan on an overall program basis in light of its judgment of what is appropriate in order to maximize shareholder value should a change-in-control occur. The terms apply in the same manner to each Executive Group

member. An Executive Group member who receives benefits under this Plan would not be eligible to receive severance pay under the Company’s severance plan that is available to substantially all salaried employees.

 

The Executive Severance Plan does not provide for any payments or benefits based solely on a change-in-control of MetLife. Rather, as described on page 59 under “Termination with Severance Pay (Change-in-Control),” the executive’s employment must also terminate under certain circumstances in order for the executive to receive severance pay and related benefits. This approach allows the Company to retain the executive through the transition period, but provides compensation if the executive’s services are no longer required in the new organization. Having this assurance of financial security during a potential change-in-control also allows Executive Group members to fulfill their duties and to act in the best interests of shareholders without distractions due to concerns over personal circumstances.

 

Additional Change-in-Control Arrangements. The Company’s stock option agreements and performance share agreements also include change-in-control arrangements. Under these arrangements, MetLife or its successor may substitute an alternative award of equivalent value and vesting provisions no less favorable than the award being replaced. Unless such substitution occurs, the stock options and performance shares vest immediately upon a change-in-control. This structure keeps executives whole in situations where MetLife stock may no longer exist following a change-in-control or awards otherwise cannot or will not be replaced.

 

For additional information about change-in-control arrangements, including the Company’s definition of change-in-control for these purposes, see “Potential Payments Upon Termination or Change-in-Control” beginning on page 57.

Total Column

 

The amounts reported in the Total column do not represent only compensation paid and received by the Named Executive Officers in 2007. Rather, the Total column amounts also include items such as salary and cash incentive compensation that have been earned and paid (or earned and deferred), as well as the value of items such as performance shares and stock options which may never become payable or ultimately have a value that differs substantially from the values reported in this table. The values reported for stock awards and option awards were calculated based on the accounting expense of all outstanding stock and stock option awards, including those made in 2004, 2005 and 2006 as well those made in 2007, under applicable accounting standards. In addition, the amounts reported in the

 

 

Total column include changes in the value of pension benefits from year-end 2006 to year-end 2007, which will become payable only after the Named Executive Officer ends his or her employment.

 

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

 

Salary

 

The amount reported in the Salary column represents the amount of base salary paid to each Named Executive Officer. In February, 2007 the Compensation Committee approved a base salary increase for Mr. Wheeler of $75,000 effective March 1, 2007.

Stock Awards and Option Awards

 

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

 

For a description of the assumptions made in determining these expenses, see Notes 1 and 18 in the Notes to Consolidated Financial Statements in the 2007 10-K. In determining these expenses, it was assumed that each Named Executive Officer would satisfy any service requirements for vesting or payment of the award. As a result, while a discount for the possibility of forfeiture of the award was applied to determine the expenses of these awards as reported in the 2007 Form 10-K, no such discount was applied in determining the expenses reported in this table.

 

On February 27, 2007, the Compensation Committee awarded each Named Executive Officer performance shares, payable in shares of MetLife common stock after the end of the three-year performance period from January 1, 2007 to December 31, 2009. It also awarded each Named Executive Officer stock options at a per share exercise price equal to the closing price of MetLife common stock on that date. These awards were made pursuant to the MetLife, Inc.

 

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

 

For a description of the terms of the Opportunity Awards made in 2004, which vested and were paid out in 2007, see the table entitled “Option Exercises and Stock Vested in 2007” on page 49. Opportunity Awards made in 2003 had substantially the same terms as those made in 2004.

 

Non-Equity Incentive Plan Compensation

 

The amounts reported in the Non-Equity Incentive Plan Compensation column are the awards made in February 2008 by the Compensation Committee to each of the Named Executive Officers under the AVIP based on 2007 performance. The awards were payable in cash as of March 13, 2008. The factors considered and analyzed by the Compensation Committee in determining the awards are discussed in the Compensation Discussion and Analysis. For a description of the maximum award formula that applied to the awards for tax deductibility purposes, see the table entitled “Grants of Plan-Based Awards in 2007” on page 45.

Change in Pension Value and Nonqualified Deferred Compensation Earnings

 

The amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column represent the aggregate increase during 2007 in the actuarial present value of accumulated pension benefits for each of the Named Executive Officers. This increase reflects additional service in 2007, any increase in base salary compensation rate in 2007, and AVIP award paid in March 2007 for services in 2006.

 

Mr. Henrikson and the other Named Executive Officers participate in the same retirement program that applies to other Company employees. For all employees in the Traditional Formula for their entire career who reach full benefit status (as Mr. Henrikson will in 2009), the program, when combined with social security benefits, generally replaces 60% of final average cash compensation upon retirement. This is in line

 

with the large financial and insurance companies with which the Company compares its pension plan (see “Retirement and Other Benefits” on page 38). For Mr. Henrikson, the increases in 2006 and 2007 were the result of the application of the same Traditional Formula for determining benefits that applies to other employees.

 

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

 

The Named Executive Officers’ earnings on their nonqualified deferred compensation in 2007 were not above-market or preferential. As a result, earnings credited on their nonqualified deferred compensation are not required to be, nor are they, reflected in this column. For a description of the Company’s nonqualified deferred compensation plans and the simulated investments used to determine earnings, see the table entitled “Nonqualified Deferred Compensation” on page 53.

Company Savings and Investment Program Contributions

 

The Company makes matching contributions to the Savings and Investment Plan, which is a tax-qualified 401(k) plan. In 2007, it made $9,000 in matching contributions for each Named Executive Officer. It also makes contributions to a nonqualified deferred compensation plan, the Auxiliary Savings and Investment Plan, due to Internal Revenue Code limits on the amount of compensation that is eligible for contributions to the Savings and Investment Plan. The amount of Company contributions to the Auxiliary Savings and Investment Plan for each Named Executive

 

Officer is also reflected in the “Registrant Contributions in Last FY” column of the Nonqualifed Deferred Compensation table on page 53.

 

Life Insurance Coverage Above Standard Formula

 

The Company discontinued its split-dollar life insurance programs for senior officers and some other employees and agents in 2003. Former participants in those programs were given the opportunity to continue to receive group life

insurance coverage at the levels that were provided under the program.

 

Perquisites and Other Personal Benefits

 

The Company’s aggregate incremental cost to provide perquisites or other personal benefits to each Named Executive Officer is included in the “All Other Compensation” column. Goods or services provided to the Named Executive Officers are perquisites or personal benefits only if they confer a personal benefit on the executive. However, goods or services that are directly and integrally related to the executive’s job duties, or are offered generally to all employees, or for which the executive fully reimbursed the Company are not perquisites or personal benefits. Each type of perquisite or other personal benefit is discussed below.

 

Personal Car Service.  These amounts include the cost paid by the Company for car service provided by vendors for personal travel. Where the Company used its own vehicles, the cost of tolls, fuel, and driver overtime compensation is included.

 

Personal Aircraft Use.  These amounts include the variable costs for personal use of aircraft that was charged to the Company by the vendor that operates the Company’s leased aircraft for trip-related crew hotels and meals, landing and ground handling fees, hangar and parking costs, in-flight catering and telephone usage, and similar items. Fuel costs were calculated based on average fuel cost per flight hour for each hour of personal use. Because the aircraft is leased primarily for business use, fixed costs such as lease payments

 

are not included in these amounts. The cost of personal aircraft use by Mr. Henrikson during 2007 was $76,346.

 

Financial Planning Services.  These amounts include the cost paid by the Company for personal financial planning services provided by a third party consultant to certain Named Executive Officers, including a proportionate amount of the consultant’s retainer fee.

 

Medical Examinations.  These amounts include the Company’s costs to provide annual medical examinations and follow-up testing to the Named Executive Officers. The executives may use their own health care provider or a provider affiliated with a Company vendor.

 

Personal Conference, Travel and Other.  These amounts include the costs incurred by the Company for the spouses, family members, or other personal guests of the Named Executive Officer to attend a Company business conference or other event. They also reflect the cost of accommodations provided to the Named Executive Officer for personal purposes in connection with a business conference or other event, such as on-site lodging prior to or after the conclusion of the conference or other event, and personal hotel charges during the event. Costs paid by the Company to a vendor to make personal travel reservations for the Named Executive Officers or their family members are also included. In addition, Mr. Henrikson, at no incremental cost to the Company, received tickets to one regular season baseball game in 2007.

 

Non-Equity Incentive Plan Awards

 

To comply with Section 162(m), in December 2006, the Compensation Committee made Mr. Henrikson eligible for an annual incentive payment for 2007 performance under AVIP in an amount of up to 1% of the Company’s Operating Earnings, but not more than $10 million, which is the maximum award under AVIP. For 2007, each other Named Executive Officer was eligible for an AVIP award in an amount up to 0.5% of the Company’s Operating Earnings, but not more than the $10 million maximum award under AVIP. Ten million dollars was less than 0.5% of the Company’s Operating Earnings. As a result, the $10 million figure is reflected in the Non-Equity Incentive Plan column for each Named Executive Officer. This maximum award must be labeled “target” in this table because no other amounts were established as minimum or target awards.

 

In February 2008, the Compensation Committee granted the Named Executive Officers awards under AVIP for 2007 performance. The amounts of the actual awards are reported in the Summary Compensation Table and, in each case, is less than the $10 million amount reflected in the Estimated Possible Payouts Under Non-Equity Incentive Plan Awards column of this table. The factors and

 

analysis of results considered by the Compensation Committee in determining the awards are discussed in the Compensation Discussion and Analysis.

 

Equity Incentive Plan Awards

 

The performance share awards reflected in the Equity Incentive Plan Awards column were awarded under the 2005 Stock Plan and cover the performance period January 1, 2007 to December 31, 2009. The grant date was February 27, 2007, the date that the Compensation Committee approved these awards.

 

Shares of MetLife common stock are payable to eligible award recipients following the completion of the performance period. The number of shares payable at the end of the performance period is calculated by multiplying the number of performance shares by a performance factor (from 0% to 200%). This factor is determined by comparing the Company’s performance for the performance period with that of other companies in the Insurance Index, as measured by (i) change in net operating earnings per share, and (ii) total shareholder return. Net operating earnings will be determined using income net of income taxes, but subtracting investment gains and losses and

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

 

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

All Other Option Awards

 

The awards reported in the All Other Option Awards column were awarded under the 2005 Stock Plan. The exercise price of the stock option awards ($62.80) was the closing price of MetLife common stock on the grant date, February 27, 2007. The grant date is the date that the Compensation Committee approved these awards. The stock options become exercisable at the rate of one-third of each grant on each of the first three anniversaries of that grant date, and expire on the day before the tenth anniversary of that grant date. No monetary consideration was paid by a Named Executive Officer for the award of any stock options.

 

Grant Date Fair Value of Stock and Option Awards

 

The amounts reported in the Grant Date Fair Value of Stock and Option Awards column were calculated by multiplying the number of performance shares by a grant date fair value per share of $60.83 and multiplying the number of options by a grant date fair value per share of $17.66. For a description of the assumptions made in determining these values, see Notes 1 and 18 of the Notes to Consolidated Financial Statements in the 2007 Form 10-K.