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(As adopted January 21, 2004)

Role of the Compensation Committee

The Compensation Committee is appointed by the Board of Directors to:

  • assist the Board in fulfilling its responsibility to oversee the compensation and benefits of the Company’s executive officers and other employees of the MetLife enterprise; and
  • prepare reports on executive compensation required by the Corporate Governance Standards of the New York Stock Exchange and by the rules and regulations of the Securities and Exchange Commission for inclusion in the Company’s annual proxy statements.

Qualifications and Appointment of Compensation Committee Members

On the recommendation of the Governance Committee, the Board of Directors appoints the Chair and the members of the Compensation Committee, having determined their qualifications.  Compensation Committee members shall serve at the pleasure of the Board of Directors and for such term or terms as the Board may determine. 

The Compensation Committee shall consist of no fewer than three members. Each member of the Compensation Committee shall be independent under the Corporate Governance Standards of the New York Stock Exchange, a “Non-Employee Director” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, and an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code.

Compensation Committee Responsibilities

In carrying out its responsibilities, the Compensation Committee shall:

  • oversee the development and administration of the Company’s compensation and benefit programs, including equity-based incentive programs, for executive officers and other employees of the MetLife enterprise;
  • with respect to the Chief Executive Officer:
  • approve the corporate goals and objectives relevant to the Chief Executive Officer’s total compensation;

  • evaluate the Chief Executive Officer’s performance in light of such goals and objectives; and

  • endorse, for approval by the independent directors, the Chief Executive Officer’s total compensation level based on such evaluation;
  • review and recommend approval by the Board of Directors of the other executive officers’ total compensation, including their base salaries and annual and long-term incentives, including equity-based incentives;
  • on behalf of the Board of Directors, oversee the administration of the Company's compensation and benefit programs;
  • exercise sole authority to retain, terminate and approve the fees and other retention terms of any compensation consultant retained to assist the Committee in evaluating Chief Executive Officer or senior executive officer compensation;
  • elect or appoint the officers of the Company at the level of vice president and make recommendations to the Board of Directors about the election or appointment of the Company’s executive officers and vice presidents at the level of senior vice president or above;
  • make regular reports to the Board of Directors about the Committee’s activities; and
  • meet at least four times a year.

The Compensation Committee may delegate to a subcommittee or to the Chief Executive Officer or other officer of the Company such of its duties and responsibilities as the Committee deems to be in the best interests of MetLife, provided such delegation is not prohibited by law, regulation or the New York Stock Exchange Corporate Governance Standards.

Annual Committee Report to Shareholders

Annually, the Committee shall produce the report on executive compensation that is required by the Corporate Governance Standards of the New York Stock Exchange and the rules and regulations of the Securities and Exchange Commission for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations of the Commission.

Annual Evaluation of the Committee’s Performance

Annually, the Committee shall conduct an evaluation of its performance.


 

 
 
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