Employment Agreement – MetLife Inc.

AGREEMENT

This Agreement is entered into effective as of May 9, 2011, by and between
Kathleen A. Henkel, having an address at 100 Galion Way, Tamiment, PA 18371
(herein referred to as “you” or “your”) and MetLife, Inc., a Delaware
corporation, (herein referred to as “MetLife, Inc.,” “we,” or “our”) having an
address at 1095 Avenue of the Americas, New York, New York, on the following
terms and conditions: In order to effectively provide for a smooth and orderly
transition on all matters to your successor head of Human Resources, your
employment with MetLife Group, Inc. will continue on the following terms.
I. Assignment Duration: May 9, 2011 through March 31, 2012, or
earlier as provided in Section V or in the event of your death (the “Assignment
Duration”). Each of the terms described in Sections II through IV will apply
during the Assignment Duration. Your employment with MetLife Group, Inc. will
end at the conclusion of the Assignment Duration. II.
Responsibilities: At the request of any of the Chief Executive Officer,
Chairman, or head of Human Resources (acting or otherwise) of MetLife, Inc. (the
“Contact Officers”), you will provide information and advice to the Contact
Officers regarding MetLife Human Resources matters or other matters as
reasonably requested by the Contact Officers. III. Reporting
Relationships and Non-Officer Status: In accepting this new position,
you will continue to report directly to the CEO (or otherwise as he directs). As
of May 9, 2011, you will no longer be a member of the Executive Group. As of
May 31, 2011, you will no longer be an officer or director of MetLife, Inc.,
Metropolitan Life Insurance Company, MetLife Group, Inc. or any other affiliate
of MetLife, Inc. (together, for purpose of each use of the term in this letter,
“MetLife”), or a trustee or fiduciary of any trust or benefit plan associated
with MetLife, or a representative of MetLife on any committees or other
associations. As such, your resignation from each such position you held as of
May 9, 2011 (other than member of the Executive Group) will be effective May 31,
2011. You agree to be bound to the same duties of loyalty and confidentiality to
MetLife as applied to you as Executive Vice President of MetLife, Inc. MetLife,
Inc. will indemnify and hold you harmless from any and all claims arising out of
or in connection with any service or advice that you provide in connection with
this agreement, including but not limited to attorneys fees and costs, to the
same extent as it indemnifies and holds harmless its officers under its bylaws.
MetLife will make administrative support, including a secretary, available to
you when and as needed to perform your MetLife duties. MetLife will provide you
the use of a MetLife car and driver through May 31, 2011. Any of your MetLife
business expenses will continue to be submitted for approval under MetLife153s
normal expense reimbursement policies through MetLife153s Chief Accounting
Officer. Your MetLife e-mail account and phone number will continue, subject to
the same MetLife technology policies as applicable to other employees.

MetLife will provide you office space for your use to perform your MetLife
duties on the 41st floor at 1095 Avenue of the Americas, New York, New York,
through May 31, 2011. MetLife will provide you office space to perform your
MetLife duties at a MetLife location in New York City from June 1 through
June 30, 2011. During this period, you will work at the office provided to you
to the extent any of the Contact Officers reasonably requests, or otherwise at
your residence. You will have the availability of a car service from MetLife
during the month of June, 2011, to the extent required by you to perform
services for MetLife. Car service arrangements should be made by your
administrative assistant. Beginning July 1, 2011 and for the remainder of the
Assignment Duration, you will work from your residence, except as requested by
any of the Contact Officers. During this period, we will provide 24 hour advance
notice of any requirement for you to work at a MetLife office and provide
transportation to and from that office. We will also make reasonable
accommodations or delays of requests for you to work at a MetLife office in the
case of any prior personal engagements at the time of our request or during the
period we ask you to work at a MetLife office, e.g., your being on or scheduled
to take a personal trip away from home. You will not be employed by, serve as an
officer of, or provide services in any capacity to any employer or business
entity other than MetLife. You may, however, serve non-profit charities in any
capacity or serve as an independent, non-employee director of a business or
non-profit charity. IV. Remuneration: Your annual base salary
will continue at a rate of $400,000 (less applicable withholding for taxes and
other required items). Assuming that you remain employed through March 15, 2012,
you will be eligible to receive annual cash and long-term stock-based incentive
awards in 2012 at the discretion of the MetLife, Inc. Compensation Committee
(the “Committee”). Assuming also that you meet or exceed the CEO153s reasonable
performance expectations during the Assignment Duration, determined by him in
good faith, and all aspects of MetLife153s financial performance are at least at
the level called for by MetLife, Inc.153 s 2011 business plan (which determination
shall be made in February, 2012), MetLife management will recommend to the
Committee that you be paid an annual cash incentive award of $650,000 and
long-term stock-based awards with a compensation valuation of approximately
$866,700 (less withholding for taxes and other required items) in 2012, using
the same compensation valuation methodology to determine the number of stock
options, performance shares, or other type of awards as we generally use for
MetLife, Inc. executives153 awards at that time. While you remain an employee of
MetLife Group, Inc., you will be eligible for employee benefits subject to the
terms of the applicable MetLife employee benefit plans.

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V. Mutual Non-Disparagement:

You agree that during the Assignment Duration you will not make statements
that damage, disparage or otherwise diminish the reputation and business of
MetLife and its officers, directors and employees. MetLife, Inc. agrees to
require its officers during the Assignment Duration not to make statements at
any time that damage, disparage or otherwise diminish your reputation or
business interests. Statements made verbally, in writing, or electronically are
covered by this agreement. Either you or MetLife, Inc. may make truthful
statements that are compelled by a court of law or otherwise authorized pursuant
to legal or administrative process without violating this agreement. If we
believe that you have violated your non-disparagement obligations under this
agreement, we will provide you with written notice including specific
information about the content and context of the statement we believe that you
made. You will have fifteen (15) business days to respond in writing to the
notice, which you may do by replying to the MetLife representative who sent you
the notice. We will consider your reply and provide you with our written
response to it within fifteen (15) business days, at and after which time we may
provide you with written notice of termination the Assignment Duration due to
your violation of your non-disparagement obligations. Any notice to you may be
delivered to your address stated above (or another address, if you notify us of
a change to your address) or to an e-mail address you have used to communicate
to us during the Assignment Duration. Any notice to us may be delivered to the
MetLife address of the MetLife representative who sent you the notice to which
you are responding, or to that representative153s e-mail address. Any notice
delivered electronically will be considered made on the date of transmission
(absent evidence of delivery failure), and any notice delivered in hard copy
will be considered made by the party sending it as of date provided to common
courier for overnight delivery to the other party, but with the response date by
the party receiving it determined by the date of actual receipt by the
individual to whom it was addressed. VI. Miscellaneous: This
letter includes all of the terms of your employment during the Assignment
Duration, and no other agreements, promises, or statements, oral or written,
will survive or apply. Your Agreement to Protect Corporate Property will also
remain in effect. The terms of this letter will be governed by New York law
without regard to choice of law principles. In the event that any of the terms
of this letter are held invalid or unenforceable, the rest of the terms of this
letter will remain valid and enforceable. This letter can not be amended except
by a written document signed by you and an officer of MetLife, Inc. This
Agreement is subject to review by the Committee, and the Committee153s approval is
a condition of its continuing in effect on and after June 30, 2011. IN WITNESS
WHEREOF, the parties have executed this Agreement as the date first written
above. MetLife, Inc.

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