Role of the Governance Committee

The Governance Committee is appointed by the Board of Directors to assist the Board by:

Qualifications and Appointment of Governance Committee Members

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

Committee Membership

The Governance Committee shall consist of no fewer than three members.  The members of the Committee shall meet the director independence requirements under the Corporate Governance Standards of the New York Stock Exchange.

Governance Committee Authority and Responsibilities

The Governance Committee shall:

The Governance Committee may delegate to a subcommittee 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 Corporate Governance Standards of the New York Stock Exchange.

Meetings and Reports to the Board of Directors

The Governance Committee shall meet at least three times each year and shall make a report to the Board of Directors at least annually about the Committee’s activities.

Annual Evaluation of the Committee’s Performance

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