AMENDMENT TO MANAGEMENT PERFORMANCE SHARE AGREEMENTS
Pursuant to the MetLife, Inc. 2005
Stock and Incentive Compensation Plan (the “Plan”),
MetLife, Inc. hereby amends each of your Management Performance
Share Agreements (the “Agreements”) as of
December 31, 2007, as follows (this
“Amendment”):
1. Section 2(f) of each
Agreement is restated in its entirety as follows:
(f) Other Termination of
Employment . Unless the Committee determines otherwise, if no
other provision in this Section 2 regarding change of status
applies, including, for example, your voluntary termination of
employment, your termination without Retirement or Bridge
Eligibility, or your termination by the Company or an Affiliate
without Cause, your Performance Shares will be forfeited
immediately unless you are offered a separation agreement by the
Company or an Affiliate under a severance program. To the extent
you are offered a separation agreement by the Company or an
Affiliate, and your separation agreement becomes final, your
Prorated Performance Shares will be due and payable to you. The
number of your “Prorated Performance Shares” will be
determined by dividing the number of calendar months in the
Performance Period that have ended as of the end of the month of
the termination of your employment by thirty-six (36), multiplying
the result by the number of your Performance Shares, and rounding
to the nearest whole number; provided, however , that if the
date of the termination of your employment is prior to the first
anniversary of the beginning of the Performance Period, then the
number of your Prorated Performance Shares shall be zero (0).
Payment for each of your Prorated Performance Shares will be made
in cash at a value equal to the Closing Price on the Grant Date,
and shall be rounded to the nearest one-hundred dollars ($100.00).
If your separation agreement does not become final, your
Performance Shares will be forfeited.
2. Section 3 of each
Agreement is restated in its entirety as follows:
3.
Change of Control .
(a) Except as provided in
Section 3(b), and unless otherwise prohibit
