Governance Committee Charter

of MetLife, Inc.

 (June 2007)

Role of the Governance Committee

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

• identifying individuals qualified to become members of the Company’s Board of Directors, consistent with the criteria established by the Board;
• proposing candidates to be nominated for election as Director by the Board of Directors at annual or special meetings of shareholders or to be elected by the Board of Directors to fill any vacancies on the Board; and
• developing and recommending to the Board of Directors for adoption corporate governance guidelines applicable to the Company.

Qualifications and Appointment of Committee Members

The Board of Directors appoints the Chair and the members of the 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 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.

Committee Authority and Responsibilities

The Committee shall:

• recommend to the Board of Directors criteria for selecting qualified candidates for election to the Company’s Board of Directors;
• lead the search for qualified candidates to serve on the Company’s Board of Directors, and, if a search firm is used to identify director candidates, have sole authority to approve the search firm’s fees and other retention terms;
• recommend to the Board of Directors policies and procedures regarding consideration of Director candidates recommended by security holders;
• identify individuals qualified to become members of the Board of Directors consistent with criteria established by the Board, and propose nominees for election as Directors at annual or special meetings of shareholders or to be elected by the Board of Directors to fill any vacancies on the Board in the interval between annual meetings;
• recommend to the Board of Directors the members of the Board to be appointed as the Chairs and members of the committees of the Board;
• recommend to the Board of Directors the procedures for interested parties to send communications to the non-management Directors;
• develop and recommend to the Board of Directors a set of corporate governance guidelines and recommend changes to the guidelines as the committee deems necessary or desirable;
• oversee the evaluation of the Board of Directors and establish the procedures by which the evaluations will be conducted;
• conduct an appropriate review when a Director is invited to serve on the board of directors, audit committee or other significant committee of another public company;
• from time to time review the compensation and benefits of non-managment Directors as necessary or desirable, and, in connection therewith, exercise sole authority to retain, terminate and approve the fees and other retention terms of any consultant;
• in accordance with applicable polices and procedures established by the Company, review, approve or ratify transactions in which the Company is a participant and in which a Director, Director nominee or executive officer of the Company, or any member of his or her immediate family, has a material interest.

The 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 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.