Exhibit 10.1

PERFORMANCE SHARE AGREEMENT

MetLife, Inc. confirms that, on [grant date ] (the “Grant Date”), it granted you, [name] , [number] Performance Shares (your “Performance Shares”). Your Performance Shares are subject to the terms and conditions of this Performance Share Agreement (this “Agreement”) and the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the “Plan”).

1. Standard Performance Terms .

(a) The terms of this Section 1 shall be referred to as the “Standard Performance Terms” and will apply to your Performance Shares except in so far as Sections 2 or 3 apply. If Shares are paid to you, you will receive evidence of ownership of those Shares.

(b) The Performance Period for your Performance Shares will begin on January 1, [year] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period. After the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Shares payable in accordance with this Section 1 (your “Final Performance Shares”), and your Final Performance Shares will be due and payable in Shares at the time specified in Section 8.

(c) If the Committee determines in writing that the Company met one or more of the Section 162(m) Goals, then you will be eligible for a payment of up to 175% of your Performance Shares. Notwithstanding any other terms of this Agreement, your payment may not exceed this amount. The “Section 162(m) Goals” shall be the following:

(1) Positive Company Adjusted Income for the Performance Period.

(2) Positive Company Adjusted Income for the third calendar year of the Performance Period.

(3) Positive Company Total Shareholder Return for the Performance Period.

(4) Positive Company Total Shareholder Return for the third calendar year of the Performance Period.

(5) For purposes of this Section 1(c), the following definitions shall apply:

(a) “Adjusted Income” means income from continuing operations before provision for income tax, excluding net investment gains (losses) (determined in accordance with Section 3(a) of Article 7.04 of SEC Regulation S-X), which includes total net investment gains (losses) and net derivatives gains (losses).

(b) “Total Shareholder Return” means the change (plus or minus) from the Initial Closing Price to the Final Closing Price, plus dividends (if any) actually paid on Shares on a reinvested basis during the applicable period. “Initial Closing Price” means the average Closing Price for the twenty (20) trading days prior to the first day of the applicable period. “Final Closing Price” means the average Closing Price for the twenty (20) trading days prior to and including the final day of the applicable period.

(d) If, under Section 1(c), you are eligible for a payment, the Committee will determine your Final Performance Shares by multiplying your Performance Shares by the “Final Performance Factor.” The Final Performance Factor means a percentage (from zero to 175%) determined by the Committee in its discretion. In exercising its discretion, the Committee may consider the average of two performance factors (each from zero to 175%), described in (1) and (2) below, subject to the cap determined by (3) below, if applicable, or such other considerations as it finds appropriate.

(1) The first performance factor will be based on the Company’s annual performance during the Performance Period with respect to Operating Return on Equity compared to its three-year business plan, as determined by the Committee in its discretion. In exercising its discretion, the Committee may refer to the guidelines in Performance Factor Appendix 1 to this Agreement, or such other considerations as it finds appropriate.

(2) The second performance factor will be based on the Company’s performance with respect to Total Shareholder Return during the Performance Period compared to the Company’s peer companies, as determined by the Committee in its discretion. In exercising its discretion, the Committee may refer to the list of peer companies and guidelines in Performance Factor Appendix 2 to this Agreement, or such other considerations as it finds appropriate.

(3) In determining the Final Performance Factor in its discretion, the Committee may consider whether the Company’s Total Shareholder Return for the Performance Period is zero or less, and if so may, in its discretion, choose to set the Final Performance Factor at the lesser of (a) the average of the percentages determined under Sections 1(d)(1) and (2); or (b) 100%.

2. Change of Status . For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. If a Change of Control occurs prior to any of the events described in this Section 2, any applicable terms of Section 3 will supersede the terms of this Section 2.

(a) Long-Term Disability . In the event you qualify for long-term disability benefits under a plan or arrangement offered by the Company or an Affiliate for its Employees, the Standard Performance Terms will continue to apply to your Performance Shares. Once this provision applies, no other change of status described in this Section 2 (except the provision regarding termination for Cause) will affect your Performance Shares, even if you subsequently return to active service or your employment with the Company or an Affiliate terminates other than for Cause.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, your Performance Shares will be due and payable in Shares (or cash at a value equal to the Closing Price on the date of your death, if so determined by the Committee). Any payment will be made at the time specified in Section 8.

(c) Retirement . If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your early retirement date or normal retirement date (in each case determined under any ERISA qualified pension plan offered by the Company or an Affiliate in which you participate) (“Retirement”), the Standard Performance Terms will continue to apply to your Performance Shares.

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(d) Bridge Eligibility . If your employment with the Company or an Affiliate terminates (other than for Cause) with bridge eligibility for retirement-related medical benefits (determined under an ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate, if any) (“Bridge Eligibility”), and your separation agreement (offered to you under the severance program offered by the Company or an Affiliate to its Employees) becomes final, the Standard Performance Terms will continue to apply to your Performance Shares.

(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, your Performance Shares will be forfeited immediately.

(f) Other Termination of Employment . Unless the Committee determines otherwise, if no other provision in this Section 2 regarding change of status applies, your Performance Shares will be forfeited immediately upon your termination of employment, unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Performance Shares will be due and payable to you. Any payment will be made at the time specified in Section 8. 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, and, if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; 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); provided, however , that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment for each of your Prorated Performance Shares will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Committee determines the Performance Factor, 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.

3. Change of Control .

(a) If any of the events described in Section 2 occurs prior to a Change of Control, any applicable terms of Section 2 will supersede the terms of this Section 3.

(b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Performance Shares will be due and payable in the form of cash equal to the number of your Performance Shares multiplied by the Change of Control Price. Any payment will be made at the time specified in Section 8.

(c) The terms of Section 3(b) will not apply to your Performance Shares if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Performance Shares pursuant to Section 15.2 of the Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A.

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4. Nontransferability of Awards . Except as provided in Section 5 or as otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Performance Shares, and all rights with respect to your Performance Shares are exercisable during your lifetime only by you.

5. Beneficiary Designation . You may name any beneficiary or beneficiaries (who may be named contingently or successively) who may then exercise any right under this Agreement in the event of your death. Each beneficiary designation for such purpose will revoke all such prior designations. Beneficiary designations must be properly completed on a form prescribed by the Committee and must be filed with the Company during your lifetime. If you have not designated a beneficiary, your rights under this Agreement will pass to and may be exercised by your estate.

6. Tax Withholding . The Company or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Company will defer payment of cash or the issuance of Shares until this requirement is satisfied. The Company may satisfy this requirement by withholding Shares otherwise issuable based on a value per Share determined by the Company in its discretion.

7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Performance Shares in recognition of unusual or nonrecurring events affecting the Company or its financial statements (such as a Common Stock dividend, Common Stock split, recapitalization, payment of an extraordinary dividend, merger, consolidation, combination, spin-off, distribution of assets to stockholders other than ordinary cash dividends, exchange of shares, or other similar corporate change), or in recognition of changes to applicable laws, regulations, or accounting principles, to prevent unintended dilution or enlargement of the potential benefits of your Performance Shares. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment .

(a) This Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly.

(b) If payment is due and payable under Section 2(b), it will be made upon your death.

(c) If payment is due and payable under Section 2(f), it will be made six (6) months after the termination of your employment (or six (6) months after your “separation from service” under Code Section 409A, if that is a different date); provided, however , that if you were an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, payment will be made in the calendar year after the end of the Performance Period but in no event earlier than six (6) months after the termination of your employment (or six months after your “separation from service” under Code Section 409A, if that is a different date).

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(d) If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days of the Change of Control. If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(e).

(e) If payment is due and payable under the Standard Performance Terms, payment will be made in the calendar year after the end of the Performance Period; provided, however , that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate and chose to defer payment, then payment will be made at the time determined under that plan.

9. Closing Price . For purpose of this Agreement, “Closing Price” will mean the closing price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Shares are quoted at the relevant time), or in the event that there are no Share transactions reported on such tape or other system on the applicable date, the closing price on the immediately preceding date on which Share transactions were reported. Closing Price shall constitute “Fair Market Value” under the Plan for all purposes related to your Performance Shares.

10. No Guarantee of Employment . This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate.

11. Governing Law; Choice of Forum . This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any action otherwise regarding this Agreement must be brought in a court in the State of New York, to which jurisdiction the Company and you consent.

12. Miscellaneous .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) the word “Section” refers to a Section in this Agreement. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan.

(b) Any determination or interpretation by the Committee pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and the Company, and you and all Affiliates, regarding your Performance Shares. No promises, terms, or agreements of any kind regarding your Performance Shares that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable.

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(c) Your Performance Shares are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Performance Shares on account of any dividend paid on Shares.

(d) The Committee may, in its discretion, settle your Performance Shares in the form of cash to the extent settlement in Shares is prohibited by law or would require you or the Company to obtain the approval of any governmental and/or regulatory body. The Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including United States securities laws and any other applicable securities laws.

(e) The issuance of Shares or payment of cash pursuant to your Performance Shares is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. The Company’s grant of Performance Shares to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Performance Shares have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Performance Shares hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. As this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Performance Shares have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Performance Shares, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement or cash attributable to Shares you acquire under this Agreement to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Performance Shares are subject to the Company’s performance-based compensation recoupment policy (which currently covers only officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Performance Shares, including the grant or payment on account of the Performance Shares, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Performance Shares to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

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(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Performance Shares are to be presented to you in English. If any such document is translated into a language other than English, the English version will control.

(k) The collection, processing and transfer of your personal data is necessary for the Company’s administration of the Plan, this Agreement and your Performance Shares. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by any Affiliates or the Company, and others who provide them services related to your Performance Shares (“Service Providers”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. In accepting this agreement, you acknowledge that:

(1) the Affiliates and the Company hold certain personal information about you, including, but not limited to, your name, home address, telephone number, date of birth, social insurance number or other identification number, employee identification number, salary, nationality, job title, or shares of stock or directorships held in Affiliates and the Company, details of all Performance Shares awarded, forfeited, on which payment has been made, and/or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”);

(2) the Affiliates, the Company, and Service Providers will transfer Data amongst themselves as necessary for the implementation, administration and management of the Plan, that these recipients may be located in your country, the European Economic Area, the United States, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative and you authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party;

(3) Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan, including but not limited to any applicable retention period necessary for effective or lawful administration of the Plan;

(4) you may, at any time, exercise your rights under law, to obtain confirmation as to the existence of the Data, verify the content, origin and accuracy of the Data, request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data, and oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in it. You may seek to exercise these rights by contacting your local human resources manager; and

(5) you are not obligated to consent to the collection, use, processing and transfer of Data. However, if you refuse to grant consent under this Section 12 by failing to accept this Agreement you will not receive any Performance Shares pursuant to this Agreement, and if you subsequently withdraw your consent under this Section 12 you will forfeit all of your Performance Shares. You may contact your local human resources representative for more information on the consequences of your refusal to consent or withdrawal of consent.

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(l) In accepting this Agreement, you acknowledge that:

(1) the Plan and this Agreement are each established voluntarily by the Company, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively;

(2) the grant of your Performance Shares is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Shares, or benefits in lieu of Performance Shares, even if Performance Shares have been granted repeatedly in the past;

(3) all decisions with respect to future Performance Shares grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Performance Shares and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Performance Shares are an extraordinary item which is outside the scope of your employment contract, if any;

(6) the Performance Shares are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, Termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Performance Shares grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Common Stock is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Performance Shares or diminution in value of the Performance Shares and you irrevocably release the Company and each Affiliate from any such claim that may arise; and

(10) in the event of your Termination, neither your eligibility, nor any right to receive Performance Shares, nor any period within which payment may be made on account of your Performance Shares, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of your Termination, your right to payment on account of your Performance Shares, if any, will not be extended by any notice period mandated under law.

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(m) The Company may impose other requirements as a condition of your Performance Shares, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Performance Shares, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

13. Amendments . The Committee has the exclusive right to amend this Agreement as long as the amendment does not adversely affect any of your previously-granted Awards in any material way (without your written consent) and is otherwise consistent with the Plan. The Company will give written notice to you (or, in the event of your death, to your beneficiary or estate) of any amendment as promptly as practicable after its adoption.

14. Agreement to Protect Corporate Property . If you have not previously executed an Agreement to Protect Corporate Property (“Property Agreement”), the grant of your Performance Shares is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement, and if you do not return a signed copy of the Property Agreement then this Agreement and the Performance Shares granted to you will be void. The Company may in its sole discretion allow an extension of time for you to return your signed Property Agreement.

15. Post-Employment Terms Applicable to Insiders and Executive Officers .

(a) The terms of this Section 15 shall apply if you are an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 15(b), any applicable terms of Section 3 will supersede the terms of this Section 15.

(b) If the Committee reasonably finds that, at any time during the Performance Period, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States of America, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law:

(1) your Performance Shares will be immediately forfeit; and

(2) to the extent that Section 2(f) applies to you, you will forfeit any right to any payment under Section 2(f), or the terms of your separation agreement pursuant to Section 2(f), not yet paid to you.

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(c) Notwithstanding the terms of Section 11 to the contrary, this Section 15 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and you have executed this Agreement.

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Exhibit 10.2

METLIFE INTERNATIONAL PERFORMANCE UNIT INCENTIVE PLAN

(as amended and restated effective February 11, 2013)

ARTICLE I

PURPOSE

The purpose of the “METLIFE INTERNATIONAL PERFORMANCE UNIT INCENTIVE PLAN” as it may be amended from time to time (the “Plan”) is to foster and promote the long-term financial success of each Affiliate and materially increase the value of each Affiliate by (a) motivating superior performance, and (b) enabling each Affiliate to attract and retain the services of an outstanding management team upon whose judgment, interest, and special effort the successful conduct of its operations is largely dependent.

ARTICLE II

DEFINITIONS

2.1. Definitions . Whenever used herein, the following terms shall have the respective meanings set forth below:

(a) “Act” means the Securities Exchange Act of 1934, as amended.

(b) “Administrator” means the Chief Executive Officer of the Company, or such individual(s) as he shall designate in writing for such purpose from time to time; provided , that with regard to action with respect to any to individual who is (x) subject to Section 16 of the Act; (y) an executive officer of the Company; or (z) subject to Section 4230 of the New York Insurance Law, the Committee may exercise all of the powers of the Administrator and no action by the Administrator shall have any effect unless the Committee approves or ratifies that action.

(c) “Affiliate” includes each corporation, partnership, joint venture, limited liability company, or other entity (not including the Company):

(i) that is within the meaning of that term in Rule 12b-2 of the General Rules and Regulations of the Act, with reference to the Company;

(ii) in which the Company owns, directly or indirectly, at least twenty percent (20%) of the total combined Voting Power of such corporation or of the capital interest or profits interest of such partnership or other entity; or

(ii) which is a partner in a partnership with the Company or any Affiliate as defined in parts (i) or (ii) of this definition.

(d) “Alternative Award” means new rights that:

(i) are based on stock which is traded on an established securities market, or that the Administrator reasonably believes will be so traded within 60 days after the Change of Control;

(ii) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Performance Unit with regard to which it is granted, including, but not limited to, an identical or better exercise, eligibility, or vesting schedule and identical or better timing and methods of payment;

(iii) have substantially equivalent economic value to the Performance Unit with regard to which it is granted (determined at the time of the Change of Control);

(iv) have terms and conditions which provide that in the event that of the Participant’s involuntary Termination or is Constructively Terminated, any conditions on a Participant’s rights under, or any restrictions on transfer or exercisability applicable to, the rights shall be waived or shall lapse, as the case may be; and

(v) do not accelerate the timing of payment or otherwise violate Code Section 409A.

(e) “Approved Retirement” means a Participant’s Termination:

(i) on or after any of the dates indicated below, with credit for purposes of reaching any such date to include credit for service: (x) with any Affiliate; and (y) with American Life Insurance Company and any of its affiliates as of October 31, 2010 (collectively, “Alico”) (to the extent the Participant was an employee of Alico as of October 31, 2010 and to the extent such service was recognized by Alico for any of its retirement plan purposes as of October 31, 2010):

(ii) at times and under such circumstances as determined by the Administrator in its sole discretion; or

(iii) on or after any date as of which the Participant’s Termination is required under applicable law or employer policy (excluding agreements or contractual obligations in either case applicable solely to an individual employee) in either case due to the Participant attaining a particular age, so long as the Participant has service (as defined in Section 2.1(e)(i)) of at least one year;

provided that, in each case, the Administrator may require, as a condition to a Participant’s retirement being an “Approved Retirement” for purpose of the Plan, that the Participant enter into a general release of claims, non-solicitation and/or non-competition agreement in form and substance satisfactory to the Administrator.

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(f) “Board” means the Board of Directors of the Company.

(g) “Cause” means ( i ) the willful failure by the Participant to perform substantially his duties as an Employee (or, should the Participant’s employment transfer to the Company, as an employee of the Company)), other than due to physical or mental illness, after reasonable notice to the Participant of such failure, ( ii ) the Participant’s engaging in serious misconduct that is injurious to the Company or any Affiliate in any way, including, but not limited to, by way of damage to their respective reputations or standings in their respective industries, ( iii ) the Participant’s having been convicted of, or having entered a plea of nolo contendere to, a crime that constitutes a felony or ( iv ) the breach by the Participant of any written covenant or agreement with the Company or any Affiliate not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any Affiliate or not to compete or interfere with the Company or any Affiliate.

(h) “Change of Control” shall be deemed to have occurred if:

(i) any person (within the meaning of Section 3(a)(9) of the Act), including any group (within the meaning of Rule 13d-5(b) under the Act), but excluding the MetLife Policyholder Trust (and any person(s) who would otherwise be described herein solely by reason of having the power to control the voting of the shares held by such Trust) and any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate thereof, acquires “beneficial ownership” (within the meaning of Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 25% or more of the combined Voting Power of the Company’s securities; or

(ii) within any 24-month period, the persons who were directors of the Company at the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board or the board of directors of any successor to the Company; provided , however , that any director elected to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this subclause (ii); or

(iii) upon the consummation of a merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the assets of the Company which has been approved by the shareholders of the Company (a “Corporate Event”), and immediately following the consummation of which the stockholders of the Company immediately prior to such Corporate Event do not hold, directly or indirectly, a majority of the Voting Power of (x) in the case of a merger or consolidation, the surviving or resulting corporation, (y) in the case of a share exchange, the acquiring corporation or (z) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the relevant Corporate Event, holds more than 25% of the consolidated assets of the Company immediately prior to such Corporate Event; or

(iv) any other event occurs which the Board declares to be a Change of Control.

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(i) “Change of Control Price” means the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Administrator if any part of the offered price is payable other than in cash) or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Closing Price of Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs.

(j) “Closing Price” means, on any date, the closing price of Common Stock as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of Common Stock are quoted at the relevant time) on such date. In the event that there are no Common Stock transactions reported on such tape (or such other system) on such date, Closing Price shall mean the closing price on the immediately preceding date on which Common Stock transactions were so reported.

(k) “Code” means the United States Internal Revenue Code.

(l) “Committee” means the Compensation Committee of the Board of Directors of the Company, or the successor committee to such committee, or any other duly authorized committee of such Board of Directors of the Company appointed by the Board of Directors of the Company to administer the Plan, or the Board of Directors of the Company, and the Committee’s designee or delegate.

(m) “Common Stock” means the common stock of the Company, par value United Stated Dollars $0.01 per share.

(n) “Company” means MetLife, Inc., a Delaware corporation, and any successor thereto.

(o) “Constructively Termination” means a voluntary Termination by an Employee within ten (10) business days after any of the following actions by the Company, Affiliate, or person acting on behalf of either:

(i) requiring the Employee to be based as his/her regular or customary place employment at any office or location more than fifty (50) miles from the location at which the Employee performed his/her duties immediately prior to the Change of Control, except for travel reasonably required in the performance of the individual’s responsibilities;

(ii) reducing the Employee’s base salary below the rate in effect at the time of a Change of Control; or

(iii) failing to pay the Employee’s base salary, other wages, or employment-related benefits as required by law.

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(p) “Disability” has the meaning given in such long-term disability plan, program, or arrangement maintained by the Company or an Affiliate in which the Participant participates, or in such other long-term disability plan, program, or arrangement in which the Participant participates designated for purposes of this definition at any time, and from time to time, by the Administrator.

(q) “Employee” means any employee of any Affiliate, as determined by the Administrator in its sole discretion. Notwithstanding the foregoing, the Administrator may revise the definition of Employee so as to conform to the laws of any jurisdiction in accordance with Section 4.3(c) below. For greater clarity, no employee of the Company shall be an Employee.

(r) “Final Performance Units” will have the meaning ascribed to that term in the applicable Performance Unit Agreement.

(s) “Participant” means any Employee designated by the Committee or the Administrator to participate in the Plan.

(t) “Performance Factor” will have the meaning ascribed to that term in the applicable Performance Unit Agreement.

(u) “Performance Period” will have the meaning ascribed to that term in the applicable Performance Unit Agreement.

(v) “Performance Unit” means a conditional right to payment granted pursuant to and subject to the terms of this Plan, denominated in units.

(w) “Performance Unit Agreement” means a written agreement between the Participant and one or more Affiliates that specifies the number of Performance Units granted to the Participant, the Performance Factor, the Performance Period, how the number of Final Performance Units will be determined, the effect of any Termination on Performance Units, and any other conditions of any payment related to Performance Units, and such other terms and conditions as the Administrator shall determine which are not inconsistent with the provisions of the Plan.

(x) “Termination” means the termination of employment, except that no transfer of employment between an Affiliate and the Company, or between an Affiliate and any other Affiliate will be considered a Termination.

(y) “Voting Power” means such number of Voting Securities as shall enable the holders thereof to cast all the votes which could be cast in an annual election of directors of a company, and “Voting Securities” shall mean all securities entitling the holders thereof to vote in an annual election of directors of a company.

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2.2 Gender and Number . Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

Participants in the Plan shall be those Employees selected by the Committee or the Administrator to be granted Performance Units pursuant to the Plan.

ARTICLE IV

POWERS OF THE COMMITTEE AND THE ADMINISTRATOR

4.1. Power to Grant .

(a) The Committee and the Administrator shall determine the Employees to whom Performance Units shall be granted. The number of Performance Units the Committee may grant shall be unlimited. The number of Performance Units the Administrator may grant to any individual Participant shall be limited to 15,000 in any 12-month period. The Administrator may not grant any Performance Units to any individual who is (x) subject to Section 16 of the Act; (y) an executive officer of the Company; or (z) subject to Section 4230 of the New York Insurance Law, in each case unless the Committee approves or ratifies such a grant.

(b) The Administrator shall determine the terms and conditions of any and all such Performance Units, including the terms of any Performance Unit Agreements. The Administrator may establish different terms and conditions for different Participants and for the same Participant for each Performance Unit such Participant may receive, whether or not granted at different times. Notwithstanding any other terms of this Plan, no grant of Performance Units shall be effective unless one or more Affiliates approves or ratifies the grant. The Committee’s or Administrator’s grant of Performance Units to an employee of MetLife Group, Inc. shall constitute approval of the grant by MetLife Group, Inc.

4.2. Administration .

(a) Rules, Interpretations and Determinations . The Plan shall be administered by the Administrator. The Administrator shall have full authority to interpret and administer the Plan, to establish, amend, and rescind rules and regulations relating to the Plan, to provide for conditions deemed necessary or advisable to protect the interests of any Affiliate, to construe Performance Unit Agreements and to make all other determinations it determines necessary or advisable for the administration and interpretation of the Plan in order to carry out its provisions and purposes. Determinations, interpretations, or other actions made or taken by the Administrator shall be final, binding, and conclusive for all purposes and upon all persons.

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(b) Agents and Expenses . The Administrator may appoint agents (who may be officers or employees of the Company or any Affiliate) to assist in the administration of the Plan and may grant authority to such persons to execute agreements or other documents on the Administrator’s behalf. The Administrator may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including, without limitation, for the engagement of any counsel, consultant or agent, shall be paid by the Company or an Affiliate.

(c) Adjustments to Conform With Law . Notwithstanding anything in the Plan to the contrary, the Administrator may, in its sole discretion, amend or vary the terms of the Plan in order to conform such terms with the requirements of local law or to meet the goals and objectives of the Plan, and may, in its sole discretion, establish administrative rules and procedures to facilitate the operation of the Plan. The Administrator may, where it deems appropriate in its sole discretion, establish one or more sub-plans of the Plan for these purposes.

ARTICLE V

ADJUSTMENTS TO PERFORMANCE UNITS

The Administrator will make appropriate adjustments in the terms and conditions of Performance Units in recognition of unusual or nonrecurring events affecting the Company or its financial statements (such as a Common Stock dividend, Common Stock split, recapitalization, payment of an extraordinary dividend, merger, consolidation, combination, spin-off, distribution of assets to stockholders other than ordinary cash dividends, exchange of shares, or other similar corporate change), or in recognition of changes to applicable laws, regulations, or accounting principles, to prevent unintended dilution or enlargement of the potential benefits of Performance Units. The Administrator’s determinations in this regard will be conclusive.

ARTICLE VI

PERFORMANCE UNITS

6.1. Grant of Performance Units . Performance Units may be granted to Employees at such time or times as shall be determined by the Committee or the Administrator. Except as otherwise provided herein, the Committee or the Administrator shall have complete discretion in determining the number of Performance Units, if any, to be granted to an Employee. The Committee or the Administrator may grant Performance Units before, at the same time as, or after the beginning of the Performance Period applicable to those Performance Units. Notwithstanding any other terms of this Plan, no grant of Performance Units shall be effective unless one ore more Affiliates approves or ratifies the grant and the terms thereof. The Committee’s or the Administrator’s grant of Performance Units to an employee of MetLife Group, Inc. shall constitute approval of the grant by MetLife Group, Inc. Each Performance Unit shall be evidenced by a

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Performance Unit Agreement. Any Affiliate that approves or ratifies a grant of Performance Units shall execute the applicable Performance Unit Agreement through a representative.

6.2. Payment . Subject to the terms of Articles VII and VIII of this Plan, a cash payment equal to the number of Final Performance Units multiplied by the Closing Price on the date designated by the Plan Administrator (such date shall follow the last day of the Performance Period), less minimum withholding for applicable taxes and other legally-required items, shall be due and payable to the Participant (or another individual in lieu of the Participant pursuant to Section 10.2 of the Plan). The timing of payment shall be determined under the applicable Performance Unit Agreement.

6.3 Substitution . The Administrator may, at any time prior to payment for Performance Units, in its sole discretion, may :

(a) find that the Company or an Affiliate has made an award to the Participant intended to substitute for the Performance Units, including but not limited to a contingent right to acquire Common Stock (whether restricted or unrestricted, subject to Common Stock-price appreciation or other performance terms, in the form of options, or otherwise);

(b) find that such substitute award is subject to such material terms and conditions that: (i) are no less favorable than the terms and conditions governing the Performance Units; and (ii) that provide for the same terms for timing of payment as do the Performance Units; and

(c) in light of such findings, cancel the Performance Units without additional compensation to the Participant.

ARTICLE VII

CHANGES OF STATUS

The applicable Performance Unit Agreement will specify the effect of changes of status including Disability, Termination (including Termination for Cause or Approved Retirement) on Performance Units.

ARTICLE VIII

CHANGE OF CONTROL

Notwithstanding any other terms of this Plan, in the event of a Change of Control, unless the Administrator reasonable determines in good faith prior to the occurrence of a Change of Control that an Alternative Award has been granted with regard to a Performance Unit, the Performance Units (without being transformed into Final Performance Units) will be valued at the Change of Control Price and be immediately payable in cash. The timing of payment shall be determined under the applicable Performance Unit Agreement.

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ARTICLE IX

AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

The Administrator may amend or terminate the Plan at any time in its sole discretion. No amendment or termination of the Plan shall in any manner adversely affect any Performance Unit theretofore granted under the Plan without the consent of the Participant.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Nature and Transferability of Performance Units . No Performance Unit shall be considered a property interest of any Participant, and such Performance Unit shall have no value except as a means of determining, in part, the amount of payments, if any, under the Plan. Without limiting the generality of the foregoing, no Performance Unit may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

10.2. No Guarantee of Employment or Participation . Nothing in the Plan shall interfere with or limit in any way the right of any Affiliate to terminate any Participant’s employment or service at any time, nor confer upon any Participant any right to continue in the employ of any Affiliate. No Employee shall have a right to be selected as a Participant, or, having been so selected, to receive any future Performance Units.

103. Tax Withholding and Currency . Each Affiliate shall have the power to withhold, or require a Participant to remit to the Affiliate, an amount sufficient to satisfy any applicable withholding tax requirements imposed by any competent authority on any Performance Unit under the Plan, and the Affiliate may defer any payment until such requirements are satisfied. Any Affiliate may make any payment under this Plan in any currency chosen by the Affiliate in its discretion.

10.4. No Limitation on Compensation . Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate to establish other plans, programs, agreements, or arrangements.

10.5. Requirements of Law . The granting of Performance Units and all payments under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies as may be required.

10.6. Term of Plan . The Plan shall be effective upon its execution by the Administrator. The Plan shall continue in effect until terminated pursuant to Article IX.

10.7. Governing Law . The Plan and all Performance Unit Agreements hereunder shall be construed in accordance with and governed by the laws of the State of Delaware of the United States of America, without regard to principles of conflict of laws.

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10.8. No Impact on Benefits . Except as may otherwise be specifically stated under any employee benefit plan, policy or program, Performance Units shall not be treated as compensation for purposes of calculating an Employee’s right under any such plan, policy or program.

10.9. No Constraint on Corporate Action . Nothing in this Plan shall be construed ( i ) to limit, impair or otherwise affect the Company’s or any Affiliate’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets or ( ii ) except as provided in Article IX, to limit the right or power of the Company or any Affiliate to take any action which such entity deems to be necessary or appropriate.

10.10. Unfunded Plan . This Plan shall be unfunded and shall not create (or be construed to create) a trust or separate fund. Likewise, this Plan shall not establish any fiduciary relationship between the Company or any Affiliate or the Administrator and the Participant. To the extent that any Participant holds any rights by virtue of being granted Performance Units under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Affiliate obligated to make payment as determined under the terms of the Performance Unit Agreement.

10.11. Obligor . The obligation to make payments due under each Performance Unit Agreement, if any, shall be the obligation of the determined under the terms of the Performance Unit Agreement. Payment due from any Affiliate in relation to any Performance Units may be made on behalf of that Affiliate by any other Affiliate. In no event shall the Company be obligated to make payments due under this Plan pursuant to any Performance Unit Agreement.

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Exhibit 10.3

PERFORMANCE UNIT AGREEMENT

[Company] (the “Global Affiliate”) confirms that, on [date], [year] (the “Grant Date”), you were granted [amount in words] ( [number] ) Performance Units under the MetLife International Performance Unit Incentive Plan (the “Plan”), and approves and ratifies such grant. Your Performance Units are subject to the terms and conditions of this Performance Unit Agreement (this “Agreement”) and of the Plan (which is incorporated in this Agreement by reference). Any payment due under this Agreement may be made by any one or more Affiliates (each such Affiliate(s) making any such payment will be known as a “Paying Affiliate”).

1. Standard Performance Terms .

(a) The terms of this Section 1 shall be referred to as the “Standard Performance Terms” and will apply to your Performance Units except in so far as Sections 2 or 3 apply.

(b) The Performance Period for your Performance Units will begin on January 1, [year] and end on the December 31 immediately preceding the third anniversary of the beginning of the Performance Period. The Administrator will determine your Final Performance Units in accordance with this Section 1 (your “Final Performance Units”). Each Final Performance Unit will be paid in cash equal to the Closing Price of Common Stock on the date designated by the Administrator following the last day of the Performance Period. Your Final Performance Units will be due and payable in cash at the time specified in Section 8.

(c) If the Committee determines in writing that the Company met one or more of the Section 162(m) Goals, then you will be eligible for a payment of up to 175% of your Performance Units. Notwithstanding any other terms of this Agreement, your payment may not exceed this amount. The “Section 162(m) Goals” shall be the following:

(1) Positive Company Adjusted Income for the Performance Period.

(2) Positive Company Adjusted Income for the third calendar year of the Performance Period.

(3) Positive Company Total Shareholder Return for the Performance Period. .

(4) Positive Company Total Shareholder Return for the third calendar year of the Performance Period.

(5) For purposes of this Section 1(c), the following definitions shall apply:

(a) “Adjusted Income” means income from continuing operations before provision for income tax, excluding net investment gains (losses) (determined in accordance with Section 3(a) of Article 7.04 of SEC Regulation S-X), which includes total net investment gains (losses) and net derivatives gains (losses).

(b) “Total Shareholder Return” means the change (plus or minus) from the Initial Closing Price to the Final Closing Price, plus dividends (if any) actually paid on Shares on a reinvested basis during the applicable period. “Initial Closing Price” means the average

Closing Price for the twenty (20) trading days prior to the first day of the applicable period. “Final Closing Price” means the average Closing Price for the twenty (20) trading days prior to and including the final day of the applicable period.

(d) If, under Section 1(c), you are eligible for a payment, the Committee will determine your Final Performance Units by multiplying your Performance Units by the “Final Performance Factor.” The Final Performance Factor means a percentage (from zero to 175%) determined by the Committee in its discretion. In exercising its discretion, the Committee may consider the average of two performance factors (each from zero to 175%), described in (1) and (2) below, subject to the cap determined by (3) below, if applicable, or such other considerations as it finds appropriate.

(1) The first performance factor will be based on the Company’s annual performance during the Performance Period with respect to Operating Return on Equity compared to its three-year business plan, as determined by the Committee in its discretion. In exercising its discretion, the Committee may refer to the guidelines in Performance Factor Appendix 1 to this Agreement, or such other considerations as it finds appropriate.

(2) The second performance factor will be based on the Company’s performance with respect to Total Shareholder Return during the Performance Period compared to the Company’s peer companies, as determined by the Committee in its discretion. In exercising its discretion, the Committee may refer to the list of peer companies and guidelines in Performance Factor Appendix 2 to this Agreement, or such other considerations as it finds appropriate.

(3) In determining the Final Performance Factor in its discretion, the Committee may consider whether the Company’s Total Shareholder Return for the Performance Period is zero or less, and if so may, in its discretion, choose to set the Final Performance Factor at the lesser of (a) the average of the percentages determined under Sections 1(d)(1) and (2); or (b) 100%.

2. Changes of Status . For purposes of this Section 2, your transfer among Affiliates, will not be a termination of employment. If a Change of Control occurs prior to any of the events described in this Section 2, any applicable terms of Section 3 will supersede the terms of this Section 2.

(a) Disability . In the event of your qualification for Disability benefits, Section 1 will continue to apply to your Performance Units. Notwithstanding any other terms of this Section 2, if you qualify for Disability benefits no subsequent Termination, other than a Termination for Cause, shall affect your Performance Units.

(b) Death . In the event of your Termination due to your death, each of your Performance Units (without being transformed into Final Performance Units) will be valued at the Closing Price on the date of death and due and payable in cash. Any payment will be made at the time specified in Section 8.

(c) Approved Retirement . In the event of your Termination by reason of an Approved Retirement, Section 1 will continue to apply to your Performance Units. Subject to Section 2.1(e) of the Plan, you do not need special approval from the Administrator for an Approved Retirement.

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(d) Termination for Cause . Notwithstanding any other terms of this Section 2, in the event of your Termination for Cause, all of your Performance Units will be forfeited immediately.

(e) Other Terminations . Unless the Administrator determines otherwise, if no other provision of this Section 2 applies, your Performance Units will be forfeited immediately upon your termination of employment 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 by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Performance Units will be due and payable to you. Any payment will be made at the time specified in Section 8. The number of your “Prorated Performance Units” 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 Units, and rounding to the nearest whole number, and, if you were subject to the reporting requirements of Section 16 of the United States Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto (the “Exchange Act”), or were an “executive officer” of the Company under the Exchange Act and the rules promulgated thereunder, at any time during the Performance Period, further multiplying the result by the lesser of 100% or the Performance Factor; 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 Units shall be zero (0). Payment for each of your Prorated Performance Units will be made in cash at a value equal to the Closing Price on the Grant Date and shall be rounded to the nearest US one-hundred dollars (US$100.00) in value; provided, however , that if you were subject to the reporting requirements of Section 16 of the Exchange Act, or were an “executive officer” of the Company under the Exchange Act and the rules promulgated thereunder, at any time during the Performance Period, payment for each of your Performance Units will be made in cash at a value equal to the lesser of the Closing Price on the Grant Date or the Closing Price on the date the Performance Factor is determined, and shall be rounded to the nearest US one-hundred dollars (US$100.00) in value. If your separation agreement does not become final, your Performance Units will be forfeited.

3. Change of Control .

(a) If any of the events described in Section 2 occurs prior to a Change of Control, any applicable terms of Section 2 will supersede the terms of this Section 3.

(b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Performance Units will be due and payable in the form of cash equal to the number of your Performance Units multiplied by the Change of Control Price. Any payment will be made at the time specified in Section 8.

(c) The terms of Section 3(b) will not apply to your Performance Units if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted

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an Alternative Award for your Performance Units. “Alternative Award” shall have the same meaning as that term under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A.

4. Nontransferability of Awards . Except as otherwise permitted by the Administrator, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Performance Units, other than by will or by the laws of descent and distribution.

5. Estate . Benefits remaining unpaid at your death will be paid to your estate, except as otherwise required by law.

6. Tax Withholding . The Paying Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Paying Affiliate will defer payment until this requirement is satisfied.

7. Adjustments . The Administrator will make appropriate adjustments in the terms and conditions of your Performance Units in recognition of unusual or nonrecurring events affecting the Company or its financial statements as provided in the Plan. The Administrator’s determinations in this regard will be conclusive. No additional Performance Units will be credited to you on the occasion of the payment of any cash dividend on Common Stock or any other payment in connection with such Common Stock.

8. Timing of Payment .

(a) This Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly.

(b) If payment is due and payable under Section 2(b), it will be made upon your death.

(c) If payment is due and payable under Section 2(e), it will be made six (6) months after the termination of your employment (or six (6) months after your “separation from service” under Code Section 409A, if that is a different date); provided, however, that if you were subject to the reporting requirements of Section 16 of the Exchange Act, or were an “executive officer” of the Company under the Exchange Act and the rules promulgated thereunder, at any time during the Performance Period, payment will be made in the calendar year after the end of the Performance Period but in no event earlier than six (6) months after the termination of your employment (or six (6) months after your “separation from service” under Code Section 409A, if that is a different date).

(d) If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days of the Change of Control. If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(e).

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(e) If payment is due and payable under the Standard Performance Terms, payment will be made in the calendar year after the end of the Performance Period; provided, however , that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate and chose to defer payment, then payment will be made at the time determined under that plan.

9. Closing Price . “Closing Price” is defined in the Plan.

10. No Guarantee of Employment . This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate.

11. Governing Law; Choice of Forum . This Agreement will be construed in accordance with and governed by the laws of the State of Delaware of the United States of America, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any other action regarding this Agreement must be brought in a court in the State of New York of the United States of America, to which jurisdiction the Administrator, the Global Affiliate, and you consent, to the maximum extent consistent with law.

12. Miscellaneous .

(a) For purposes of this Agreement, “Committee” and “Administrator” includes any direct or indirect delegate of the Committee or Administrator as defined in the Plan or otherwise and (unless otherwise indicated) the word “Section” refers to a Section in this Agreement. “Shares” refer to shares of Common Stock. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan.

(b) Any determination or interpretation by the Administrator pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and all Affiliates regarding your Performance Units. No promises, terms, or agreements of any kind regarding your Performance Units that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable.

(c) Your Performance Units are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Performance Units on account of any dividend paid on Shares.

(d) To the extent that that your Units are replaced by an award payable in Shares, the Administrator may, in its discretion, require you at any time to immediately sell such Shares, in which case, the Administrator shall have the authority to issue sales instructions in relation to

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such Shares on your behalf. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including United States securities laws and any other applicable securities laws.

(e) Payment pursuant to your Performance Units is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. The grant of Performance Units to you is not intended to be a public offering of securities, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities, except where required by law. Your Performance Units have not been, and will not be, reviewed by or registered with any securities authorities, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Performance Units hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. To the extent that this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Performance Units have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Performance Units, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement (or, to the extent that that your Units are replaced by an award payable in Shares, cash attributable to Shares you acquire), to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Performance Units are subject to the Company’s performance-based compensation recoupment policy (which currently covers only officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Performance Units, including the grant or payment on account of the Performance Units, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Performance Units to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Administrator, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

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(j) You agree that this Agreement and any other documents related to the Plan or your Performance Units are to be presented to you in English. If any such document is translated into a language other than English, the English version will control.

(k) The collection, processing and transfer of your personal data is necessary for the Company’s administration of the Plan, this Agreement and your Performance Units. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by any Affiliates or the Company, and others who provide them services related to your Performance Units (“Service Providers”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. In accepting this agreement, you acknowledge that:

(1) the Affiliates and the Company hold certain personal information about you, including, but not limited to, your name, home address, telephone number, date of birth, social insurance number or other identification number, employee identification number, salary, nationality, job title, or shares of stock or directorships held in Affiliates and the Company, details of all Performance Units awarded, forfeited, on which payment has been made, and/or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”);

(2) the Affiliates, the Company, and Service Providers will transfer Data amongst themselves as necessary for the implementation, administration and management of the Plan, that these recipients may be located in your country, the European Economic Area, the United States, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative and you authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party;

(3) Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan, including but not limited to any applicable retention period necessary for effective or lawful administration of the Plan;

(4) you may, at any time, exercise your rights under law, to obtain confirmation as to the existence of the Data, verify the content, origin and accuracy of the Data, request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data, and oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in it. You may seek to exercise these rights by contacting your local human resources manager; and

(5) you are not obligated to consent to the collection, use, processing and transfer of Data. However, if you refuse to grant consent under this Section 12 by failing to accept this

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Agreement you will not receive any Performance Units pursuant to this Agreement, and if you subsequently withdraw your consent under this Section 12 you will forfeit all of your Performance Units. You may contact your local human resources representative for more information on the consequences of your refusal to consent or withdrawal of consent.

(l) In accepting this Agreement, you acknowledge that:

(1) the Plan and this Agreement are each established voluntarily by one or more of the Company and its Affiliates, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively;

(2) the grant of your Performance Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of Performance Units, even if Performance Units have been granted repeatedly in the past;

(3) all decisions with respect to future Performance Units grants, if any, will be at the discretion of the Committee or Administrator, including, but not limited to, the timing of any grants, the number of Performance Units and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Performance Units are an extraordinary item which is outside the scope of your employment contract, if any;

(6) the Performance Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, Termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Performance Unit grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Common Stock is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Performance Units or diminution in value of the Performance Units and you irrevocably release the Company and each Affiliate from any such claim that may arise; and

(10) in the event of your Termination, neither your eligibility, nor any right to receive Performance Units, nor any period within which payment may be made on account of your Performance Units, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of your Termination, your right to payment on account of your Performance Units, if any, will not be extended by any notice period mandated under law.

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(m) The Administrator may impose other requirements as a condition of your Performance Units, to the extent the Committee or Administrator determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Performance Units, or the Plan. To the extent the Administrator determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

13. Amendments . The Administrator has the exclusive right to amend this Agreement as long as the amendment is consistent with the Plan. The Administrator will give written notice to you (or, in the event of your death, to your estate) of any amendment as promptly as practicable after its adoption.

14. Additional Terms .

(a) You acknowledge that, subject to the terms of Section 14(d) of this Agreement, the obligation to make each payment due under this Agreement, if any, shall be the obligation of the Global Affiliate or, if different, the Paying Affiliate rather than the Global Affiliate. To the extent the Global Affiliate is aware that you are subject to United States income taxation at the time a payment is due, the Paying Affiliate shall be incorporated in the United States or a jurisdiction that has a comprehensive tax treaty with the United States. The obligation to make payments under this Agreement shall be unfunded and unsecured. In no event shall the Company be obligated to make payments due under this Agreement. The Global Affiliate and you agree and acknowledge that, to the extent consistent with applicable law, neither the Performance Units, this Agreement, the Plan nor any rights, obligations, terms and conditions set forth therein or in connection therewith, constitute securities, negotiable instruments, or derivatives instruments or transactions.

(b) Payments pursuant to Section 3 will be made in your then-current payroll currency (or another currency of your choosing) at a reasonable US currency exchange rate chosen in good faith by the Administrator or the Paying Affiliate. Otherwise, any payment due to you will be made in your then-current payroll currency (or other currency of the Administrator or Paying Affiliate’s choosing) at a United States currency exchange rate determined by the Administrator or the Paying Affiliate in their discretion.

(c) To the extent any separate or additional consideration is necessary under applicable law to effectuate the parties’ intentions to be bound by the terms of this Agreement, you agree to pay US$1.00 (One Dollar 00/100 currency of the United States of America) to the Global Affiliate, which shall not be refundable to you.

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(d) Notwithstanding anything in this Agreement to the contrary, the Administrator may, at any time prior to payment for your Performance Units, in its sole discretion, find that the Company or an Affiliate has made an award to you intended to substitute for the Performance Units (including but not limited to a contingent right to acquire Common Stock), and that such substitute award is subject to such material terms and conditions that are no less favorable than the material terms and conditions governing your Performance Units and that provide for the same timing for payment as apply to your Performance Units. Upon such a finding, the Administrator may, in its sole discretion, cancel your Performance Units in light of that substitute award without additional compensation to you.

15. Post-Employment Terms Applicable to Insiders and Executive Officers .

(a) The terms of this Section 15 shall apply if you are an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 15(b), any applicable terms of Section 3 will supersede the terms of this Section 15. For purposes of this Section 15, “Insider” means someone subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

(b) If the Committee reasonably finds that, at any time during the Performance Period, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States of America, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law:

(1) your Performance Units will be immediately forfeit; and

(2) to the extent that Section 2(e) applies to you, you will forfeit any right to any payment under Section 2(e), or the terms of your separation agreement pursuant to Section 2(f), not yet paid to you.

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(c) Notwithstanding the terms of Section 11 to the contrary, this Section 15 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

IN WITNESS WHEREOF, the Global Affiliate has caused its duly authorized officer to execute, and you have executed, this Agreement effective on the Grant Date.

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.

Exhibit 10.4

RESTRICTED STOCK UNIT AGREEMENT

MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name] , [number] Restricted Stock Units. Your Restricted Stock Units are subject to the terms and conditions of this Restricted Stock Unit Agreement (this “Agreement”) and the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the “Plan”).

1. Standard Settlement Terms .

(a) The terms of this Section 1 shall be referred to as the “Standard Settlement Terms” and will apply to your Restricted Stock Units except in so far as Sections 2 (Change of Status) or 3 (Change of Control) apply. If Shares are paid to you, you will receive evidence of ownership of those Shares.

(b) The Period of Restriction for your Restricted Stock Units will end in stages on the first three anniversaries of the Grant Date. Each portion of your Restricted Stock Units subject to a different Period of Restriction shall be referred to as a “Unit Tranche.” The Period of Restriction for one-third (1/3) of your Restricted Stock Units (rounding down to the nearest whole number of Restricted Stock Units, the “First Unit Tranche”) will begin on the Grant Date and end on the first anniversary of the Grant Date. The Period of Restriction for one-third (1/3) of your Restricted Stock Units (rounding down to the nearest whole number of Restricted Stock Units, the “Second Unit Tranche”) will begin on the Grant Date and end the second anniversary of the Grant Date. The Period of Restriction for each of your Restricted Stock Units not included in either the First or the Second Unit Tranches (the “Third Unit Tranche”) will begin on the Grant Date and end the third anniversary of the Grant Date.

(c) Each Unit Tranche will be due and payable in the form of Shares after the conclusion of the Period of Restriction applicable to that Unit Tranche, at the time specified in Section 8, only if the Committee determines in writing that the Company met one or more of the Section 162(m) Goals for the calendar year immediately preceding the end of that Period of Restriction. The “Section 162(m) Goals” shall be the following:

(1) Positive Company Adjusted Income for the calendar year immediately preceding the end of the Period of Restriction.

(2) Positive Company Total Shareholder Return for the calendar year immediately preceding the end of the Period of Restriction.

(3) For purposes of this Section 1(c), the following definitions shall apply:

(a) “Adjusted Income” means income from continuing operations before provision for income tax, excluding net investment gains (losses) (determined in accordance with Section 3(a) of Article 7.04 of SEC Regulation S-X), which includes total net investment gains (losses) and net derivatives gains (losses).

(b) “Total Shareholder Return” means the change (plus or minus) from the Initial Closing Price to the Final Closing Price, plus dividends (if any) actually paid on Shares on a reinvested basis during the applicable period. “Initial Closing Price” means the average Closing Price for the twenty (20) trading days prior to the first day of the applicable period. “Final Closing Price” means the average Closing Price for the twenty (20) trading days prior to and including the final day of the applicable period.

2. Change of Status . The terms of this Section 2 describe how various events affect a Unit Tranche during its Period of Restriction. Each Unit Tranche is, during its Period of Restriction, an “Outstanding Unit Tranche.” For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. If a Change of Control occurs prior to any of the events described in this Section 2, any applicable terms of Section 3 will supersede the terms of this Section 2.

(a) Long-Term Disability . In the event you qualify for long-term disability benefits under a plan or arrangement offered by the Company or an Affiliate for its Employees, the Standard Settlement Terms will continue to apply to your Outstanding Unit Tranches. Once this provision applies, no other change of status described in this Section 2 (except the provision regarding termination for Cause) will affect your Outstanding Unit Tranches, even if you subsequently return to active service or your employment with the Company or an Affiliate terminates other than for Cause.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, each of your Outstanding Unit Tranches will be due and payable in the form of Shares (or cash at a value equal to the Closing Price on the date of your death, if so determined by the Committee).

(c) Retirement . If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your early retirement date or normal retirement date (in each case determined under any ERISA qualified pension plan offered by the Company or an Affiliate in which you participate, if any) (“Retirement”), the Standard Settlement Terms will continue to apply to your Outstanding Unit Tranches.

(d) Bridge Eligibility . If your employment with the Company or an Affiliate terminates (other than for Cause) with bridge eligibility for retirement-related medical benefits (determined under the ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate, if any) (“Bridge Eligibility”), and your separation agreement (offered to you under the severance program offered by the Company or an Affiliate to its Employees) becomes final, the Standard Settlement Terms will continue to apply to each of your Outstanding Unit Tranches.

(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, your Outstanding Unit Tranches will be forfeited immediately.

(f) Other Termination of Employment . Unless the Committee determines otherwise, if no other provision in this Section 2 regarding change of status applies, each of your Outstanding Unit Tranches will be forfeited immediately upon your termination of employment.

3. Change of Control .

(a) The terms of this Section 3 describe how a Change of Control will affect an Outstanding Unit Tranche. If any of the events described in Section 2 occurs prior to a Change of Control, any applicable terms of Section 2 will supersede the terms of this Section 3.

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(b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Outstanding Unit Tranches will be due and payable in the form of cash equal to the number of your Outstanding Unit Tranches multiplied by the Change of Control Price.

(c) The terms of Section 3(b) will not apply to your Outstanding Unit Tranches if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Outstanding Unit Tranches pursuant to Section 15.2 of the Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A.

4. Nontransferability of Awards . Except as provided in Section 5 or as otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Restricted Stock Units, and all rights with respect to your Restricted Stock Units are exercisable during your lifetime only by you.

5. Beneficiary Designation . You may name any beneficiary or beneficiaries (who may be named contingently or successively) who may then exercise any right under this Agreement in the event of your death. Each beneficiary designation for such purpose will revoke all such prior designations. Beneficiary designations must be properly completed on a form prescribed by the Committee and must be filed with the Company during your lifetime. If you have not designated a beneficiary, your rights under this Agreement will pass to and may be exercised by your estate.

6. Tax Withholding . The Company or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Company will defer payment of cash or the issuance of Shares until this requirement is satisfied. The Company may satisfy this requirement by withholding Shares otherwise issuable based on a value per Share determined by the Company in its discretion.

7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Restricted Stock Units in recognition of unusual or nonrecurring events affecting the Company or its financial statements (such as a Common Stock dividend, Common Stock split, recapitalization, payment of an extraordinary dividend, merger, consolidation, combination, spin-off, distribution of assets to stockholders other than ordinary cash dividends, exchange of shares, or other similar corporate change), or in recognition of changes to applicable laws, regulations, or accounting principles, to prevent unintended dilution or enlargement of the potential benefits of your Restricted Stock Units. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment .

(a) To the extent applicable, this Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly.

(b) If payment is due and payable under Section 2(b), it will be made upon your death.

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(c) If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days after the Change of Control. If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(d).

(d) If payment is due and payable under the Standard Settlement Terms, payment will be made by March 15 of the calendar year after the expiration of the applicable Period of Restriction for the Unit Tranche; provided, however , that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate, such as may have occurred in connection with the beginning of your employment, and chose to defer payment, then payment will be made at the time determined under that plan.

9. Closing Price. For purposes of this Agreement, Closing Price will mean the closing price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Shares are quoted at the relevant time), or in the event that there are no Share transactions reported on such tape or other system on the applicable date, the closing price on the immediately preceding date on which Share transactions were reported. Closing Price shall constitute “Fair Market Value” under the Plan for all purposes related to your Restricted Stock Units.

10. No Guarantee of Employment . This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate.

11. Governing Law; Choice of Forum . This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any action otherwise regarding this Agreement must be brought in a court in the State of New York, to which jurisdiction the Company and you consent.

12. Miscellaneous .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) the word “Section” refers to a Section in this Agreement. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan.

(b) Any determination or interpretation by the Committee pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and the Company, and you and all Affiliates, regarding your Restricted Stock Units. No promises, terms, or agreements of any kind regarding your Restricted Stock Units that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable.

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(c) Your Restricted Stock Units are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Restricted Stock Units on account of any dividend paid on Shares.

(d) The Committee may, in its discretion, settle your Restricted Stock Units in the form of cash to the extent settlement in Shares is prohibited by law or would require you or the Company to obtain the approval of any governmental and/or regulatory body. The Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including United States securities laws and any other applicable securities laws.

(e) The issuance of Shares or payment of cash pursuant to your Restricted Stock Units is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. The Company’s grant of Restricted Stock Units to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Restricted Stock Units have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Restricted Stock Units hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. As this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Restricted Stock Units have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Restricted Stock Units, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement or cash attributable to Shares you acquire under this Agreement to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Restricted Stock Units are subject to the Company’s performance-based compensation recoupment policy (which currently covers only officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any

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Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Restricted Stock Units, including the grant or payment on account of the Restricted Stock Units, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Restricted Stock Units to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Restricted Stock Units are to be presented to you in English. If any such document is translated into a language other than English, the English version will control.

(k) The collection, processing and transfer of your personal data is necessary for the Company’s administration of the Plan, this Agreement and your Restricted Stock Units. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by any Affiliates or the Company, and others who provide them services related to your Restricted Stock Units (“Service Providers”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. In accepting this agreement, you acknowledge that:

(1) the Affiliates and the Company hold certain personal information about you, including, but not limited to, your name, home address, telephone number, date of birth, social insurance number or other identification number, employee identification number, salary, nationality, job title, or shares of stock or directorships held in Affiliates and the Company, details of all Restricted Stock Units awarded, forfeited, on which payment has been made, and/or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”);

(2) the Affiliates, the Company, and Service Providers will transfer Data amongst themselves as necessary for the implementation, administration and management of the Plan, that these recipients may be located in your country, the European Economic Area, the United States, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative and you authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party;

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(3) Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan, including but not limited to any applicable retention period necessary for effective or lawful administration of the Plan;

(4) you may, at any time, exercise your rights under law, to obtain confirmation as to the existence of the Data, verify the content, origin and accuracy of the Data, request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data, and oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in it. You may seek to exercise these rights by contacting your local human resources manager; and

(5) you are not obligated to consent to the collection, use, processing and transfer of Data. However, if you refuse to grant consent under this Section 12 by failing to accept this Agreement you will not receive any Restricted Stock Units pursuant to this Agreement, and if you subsequently withdraw your consent under this Section 12 you will forfeit all of your Restricted Stock Units. You may contact your local human resources representative for more information on the consequences of your refusal to consent or withdrawal of consent.

(l) In accepting this Agreement, you acknowledge that:

(1) the Plan and this Agreement are each established voluntarily by the Company, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively;

(2) the grant of your Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;

(3) all decisions with respect to future Restricted Stock Unit grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Restricted Stock Units and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Restricted Stock Units are an extraordinary item which is outside the scope of your employment contract, if any;

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(6) the Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, Termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Restricted Stock Unit grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Common Stock is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units and you irrevocably release the Company and each Affiliate from any such claim that may arise; and

(10) in the event of your Termination, neither your eligibility, nor any right to receive Restricted Stock Units, nor any period within which payment may be made on account of your Restricted Stock Units, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of your Termination, your right to payment on account of your Restricted Stock Units, if any, will not be extended by any notice period mandated under law.

(m) The Company may impose other requirements as a condition of your Restricted Stock Units, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Restricted Stock Units, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

13. Amendments . The Committee has the exclusive right to amend this Agreement as long as the amendment does not adversely affect any of your previously-granted Awards in any material way (without your written consent) and is otherwise consistent with the Plan. The Company will give written notice to you (or, in the event of your death, to your beneficiary or estate) of any amendment as promptly as practicable after its adoption.

14. Agreement to Protect Corporate Property . If you have not previously executed an Agreement to Protect Corporate Property (“Property Agreement”), the grant of your Restricted Stock Units is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement, and if you do not return a signed copy of the Property Agreement then this Agreement and the Restricted Stock Units granted to you will be void. The Company may in its sole discretion allow an extension of time for you to return your signed Property Agreement.

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15. Post-Employment Terms Applicable to Insiders and Executive Officers .

(a) The terms of this Section 15 shall apply if you are an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Period of Restriction for a Unit Tranche, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 15(b), any applicable terms of Section 3 will supersede the terms of this Section 15.

(b) If the Committee reasonably finds that, at any time during the Period of Restriction for a Unit Tranche, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States of America, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, your Outstanding Unit Tranches will be immediately forfeit.

(c) Notwithstanding the terms of Section 11 to the contrary, this Section 15 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and you have executed this Agreement.

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Exhibit 10.5

RESTRICTED STOCK UNIT AGREEMENT

(Three-Year “Cliff” Period of Restriction; No Code 162(m) Goals)

MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name] , [number] Restricted Stock Units. Your Restricted Stock Units are subject to the terms and conditions of this Restricted Stock Unit Agreement (this “Agreement”) and the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the “Plan”).

1. Standard Settlement Terms .

(a) The terms of this Section 1 shall be referred to as the “Standard Settlement Terms” and will apply to your Restricted Stock Units except in so far as Sections 2 (Change of Status) or 3 (Change of Control) apply. If Shares are paid to you, you will receive evidence of ownership of those Shares.

(b) The Period of Restriction for your Restricted Stock Units will begin on the Grant Date and end on the third anniversary of the Grant Date. Each of your Restricted Stock Units will be due and payable in the form of Shares after the conclusion of the Period of Restriction, at the time specified in Section 8.

2. Change of Status . The terms of this Section 2 describe how various events affect your Restricted Stock Units during the Period of Restriction. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. If a Change of Control occurs prior to any of the events described in this Section 2, any applicable terms of Section 3 will supersede the terms of this Section 2.

(a) Long-Term Disability . In the event you qualify for long-term disability benefits under a plan or arrangement offered by the Company or an Affiliate for its Employees, the Standard Settlement Terms will continue to apply to your Restricted Stock Units. Once this provision applies, no other change of status described in this Section 2 (except the provision regarding termination for Cause) will affect your Restricted Stock Units, even if you subsequently return to active service or your employment with the Company or an Affiliate terminates other than for Cause.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, each of your Restricted Stock Units will be due and payable in the form of Shares (or cash at a value equal to the Closing Price on the date of your death, if so determined by the Committee).

(c) Retirement . If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your early retirement date or normal retirement date (in each case determined under any ERISA qualified pension plan offered by the Company or an Affiliate in which you participate, if any) (“Retirement”), the Standard Settlement Terms will continue to apply to your Restricted Stock Units.

(d) Bridge Eligibility . If your employment with the Company or an Affiliate terminates (other than for Cause) with bridge eligibility for retirement-related medical benefits (determined under the ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate, if any) (“Bridge Eligibility”), and your separation agreement (offered to you under the severance program offered by the Company or an Affiliate to its Employees) becomes final, the Standard Settlement Terms will continue to apply to each of your Restricted Stock Units.

(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, your Restricted Stock Units will be forfeited immediately.

(f) Other Termination of Employment . Unless the Committee determines otherwise, if no other provision in this Section 2 regarding change of status applies, each of your Restricted Stock Units will be forfeited immediately upon your termination of employment unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final by March 15 of the calendar year after the separation agreement is offered to you, your Prorated Units will be due and payable to you. The number of your “Prorated Units” will be determined by dividing the number of calendar months, beginning with the month of the Grant Date, 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 Units, 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 Grant Date , then the number of your Prorated Units shall be zero (0). Payment for each of your Units 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 Restricted Stock Units will be forfeited.

3. Change of Control .

(a) The terms of this Section 3 describe how a Change of Control will affect your Restricted Stock Units. If any of the events described in Section 2 occurs prior to a Change of Control, any applicable terms of Section 2 will supersede the terms of this Section 3.

(b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Restricted Stock Units will be due and payable in the form of cash equal to the number of your Units multiplied by the Change of Control Price.

(b) The terms of Section 3(b) will not apply to your Restricted Stock Units if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Units pursuant to Section 15.2 of the Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A, to the extent such Code Section is applicable to your Restricted Stock Units.

4. Nontransferability of Awards . Except as provided in Section 5 or as otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Restricted Stock Units, and all rights with respect to your Restricted Stock Units are exercisable during your lifetime only by you.

5. Beneficiary Designation . You may name any beneficiary or beneficiaries (who may be named contingently or successively) who may then exercise any right under this Agreement in the event of your death. Each beneficiary designation for such purpose will revoke all such prior designations. Beneficiary designations must be properly completed on a form prescribed by the Committee and must be filed with the Company during your lifetime. If you have not designated a beneficiary, your rights under this Agreement will pass to and may be exercised by your estate.

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6. Tax Withholding . The Company or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Company will defer payment of cash or the issuance of Shares until this requirement is satisfied. The Company may satisfy this requirement by withholding Shares otherwise issuable based on a value per Share determined by the Company in its discretion.

7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Restricted Stock Units in recognition of unusual or nonrecurring events affecting the Company or its financial statements (such as a Common Stock dividend, Common Stock split, recapitalization, payment of an extraordinary dividend, merger, consolidation, combination, spin-off, distribution of assets to stockholders other than ordinary cash dividends, exchange of shares, or other similar corporate change), or in recognition of changes to applicable laws, regulations, or accounting principles, to prevent unintended dilution or enlargement of the potential benefits of your Restricted Stock Units. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment .

(a) To the extent applicable, this Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly.

(b) If payment is due and payable under Section 2(b), it will be made upon your death.

(c) If payment is due and payable under Section 2(f), it will be made six (6) months after the termination of your employment (or, to the extent Code Section 409A applies to your Restricted Stock Units, six (6) months after your “separation from service” under Code Section 409A, if that is a different date).

(d) If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days after the Change of Control. If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(e).

(e) If payment is due and payable under the Standard Settlement Terms, payment will be made by March 15 of the calendar year after the expiration of the Period of Restriction; provided, however , that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate, such as may have occurred in connection with the beginning of your employment, and chose to defer payment, then payment will be made at the time determined under that plan.

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9. Closing Price. For purposes of this Agreement, Closing Price will mean the closing price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Shares are quoted at the relevant time), or in the event that there are no Share transactions reported on such tape or other system on the applicable date, the closing price on the immediately preceding date on which Share transactions were reported. Closing Price shall constitute “Fair Market Value” under the Plan for all purposes related to your Restricted Stock Units.

10. No Guarantee of Employment . This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate.

11. Governing Law; Choice of Forum . This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any action otherwise regarding this Agreement must be brought in a court in the State of New York, to which jurisdiction the Company and you consent.

12. Miscellaneous .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) the word “Section” refers to a Section in this Agreement. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan.

(b) Any determination or interpretation by the Committee pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and the Company, and you and all Affiliates, regarding your Restricted Stock Units. No promises, terms, or agreements of any kind regarding your Restricted Stock Units that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable.

(c) Your Restricted Stock Units are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Restricted Stock Units on account of any dividend paid on Shares.

(d) The Committee may, in its discretion, settle your Restricted Stock Units in the form of cash to the extent settlement in Shares is prohibited by law or would require you or the Company to obtain the approval of any governmental and/or regulatory body. The Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including United States securities laws and any other applicable securities laws.

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(e) The issuance of Shares or payment of cash pursuant to your Restricted Stock Units is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. The Company’s grant of Restricted Stock Units to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Restricted Stock Units have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Restricted Stock Units hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. As this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Restricted Stock Units have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Restricted Stock Units, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement or cash attributable to Shares you acquire under this Agreement to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Restricted Stock Units are subject to the Company’s performance-based compensation recoupment policy (which currently covers only officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Restricted Stock Units, including the grant or payment on account of the Restricted Stock Units, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Restricted Stock Units to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

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(j) You agree that this Agreement and any other documents related to the Plan or your Restricted Stock Units are to be presented to you in English. If any such document is translated into a language other than English, the English version will control.

(k) The collection, processing and transfer of your personal data is necessary for the Company’s administration of the Plan, this Agreement and your Restricted Stock Units. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by any Affiliates or the Company, and others who provide them services related to your Restricted Stock Units (“Service Providers”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. In accepting this agreement, you acknowledge that:

(1) the Affiliates and the Company hold certain personal information about you, including, but not limited to, your name, home address, telephone number, date of birth, social insurance number or other identification number, employee identification number, salary, nationality, job title, or shares of stock or directorships held in Affiliates and the Company, details of all Restricted Stock Units awarded, forfeited, on which payment has been made, and/or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”);

(2) the Affiliates, the Company, and Service Providers will transfer Data amongst themselves as necessary for the implementation, administration and management of the Plan, that these recipients may be located in your country, the European Economic Area, the United States, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative and you authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party;

(3) Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan, including but not limited to any applicable retention period necessary for effective or lawful administration of the Plan;

(4) you may, at any time, exercise your rights under law, to obtain confirmation as to the existence of the Data, verify the content, origin and accuracy of the Data, request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data, and oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in it. You may seek to exercise these rights by contacting your local human resources manager; and

(5) you are not obligated to consent to the collection, use, processing and transfer of Data. However, if you refuse to grant consent under this Section 12 by failing to accept this

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Agreement you will not receive any Restricted Stock Units pursuant to this Agreement, and if you subsequently withdraw your consent under this Section 12 you will forfeit all of your Restricted Stock Units. You may contact your local human resources representative for more information on the consequences of your refusal to consent or withdrawal of consent.

(l) In accepting this Agreement, you acknowledge that:

(1) the Plan and this Agreement are each established voluntarily by the Company, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively;

(2) the grant of your Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;

(3) all decisions with respect to future Restricted Stock Unit grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Restricted Stock Units and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Restricted Stock Units are an extraordinary item which is outside the scope of your employment contract, if any;

(6) the Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, Termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Restricted Stock Unit grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Common Stock is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units and you irrevocably release the Company and each Affiliate from any such claim that may arise; and

(10) in the event of your Termination, neither your eligibility, nor any right to receive Restricted Stock Units, nor any period within which payment may be made on account of your Restricted Stock Units, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of your Termination, your right to payment on account of your Restricted Stock Units, if any, will not be extended by any notice period mandated under law.

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(m) The Company may impose other requirements as a condition of your Restricted Stock Units, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Restricted Stock Units, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

13. Amendments . The Committee has the exclusive right to amend this Agreement as long as the amendment does not adversely affect any of your previously-granted Awards in any material way (without your written consent) and is otherwise consistent with the Plan. The Company will give written notice to you (or, in the event of your death, to your beneficiary or estate) of any amendment as promptly as practicable after its adoption.

14. Agreement to Protect Corporate Property . If you have not previously executed an Agreement to Protect Corporate Property (“Property Agreement”), the grant of your Restricted Stock Units is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement, and if you do not return a signed copy of the Property Agreement then this Agreement and the Restricted Stock Units granted to you will be void. The Company may in its sole discretion allow an extension of time for you to return your signed Property Agreement.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and you have executed this Agreement.

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Exhibit 10.6

METLIFE INTERNATIONAL RESTRICTED UNIT INCENTIVE PLAN

(as amended and restated effective February 11, 2013)

ARTICLE I

PURPOSE

The purpose of the “METLIFE INTERNATIONAL RESTRICTED UNIT INCENTIVE PLAN” as it may be amended from time to time (the “Plan”) is to foster and promote the long-term financial success of each Affiliate and materially increase the value of each Affiliate by (a) motivating superior performance, and (b) enabling each Affiliate to attract and retain the services of an outstanding management team upon whose judgment, interest, and special effort the successful conduct of its operations is largely dependent.

ARTICLE II

DEFINITIONS

2.1. Definitions . Whenever used herein, the following terms shall have the respective meanings set forth below:

(a) “Act” means the Securities Exchange Act of 1934, as amended.

(b) “Administrator” means the Chief Executive Officer of the Company, or such individual(s) as he shall designate in writing for such purpose from time to time; provided , that with regard to action with respect to any to individual who is (x) subject to Section 16 of the Act; (y) an executive officer of the Company; or (z) subject to Section 4230 of the New York Insurance Law, the Committee may exercise all of the powers of the Administrator and no action by the Administrator shall have any effect unless the Committee approves or ratifies that action.

(c) “Affiliate” includes each corporation, partnership, joint venture, limited liability company, or other entity (not including the Company):

(i) that is within the meaning of that term in Rule 12b-2 of the General Rules and Regulations of the Act, with reference to the Company;

(ii) in which the Company owns, directly or indirectly, at least twenty percent (20%) of the total combined Voting Power of such corporation or of the capital interest or profits interest of such partnership or other entity; or

(ii) which is a partner in a partnership with the Company or any Affiliate as defined in parts (i) or (ii) of this definition.

(d) “Alternative Award” means new rights that:

(i) are based on stock which is traded on an established securities market, or that the Administrator reasonably believes will be so traded within 60 days after the Change of Control;

(ii) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Restricted Unit with regard to which it is granted, including, but not limited to, an identical or better exercise, eligibility, or vesting schedule and identical or better timing and methods of payment;

(iii) have substantially equivalent economic value to the Restricted Unit with regard to which it is granted (determined at the time of the Change of Control);

(iv) have terms and conditions which provide that in the event that of the Participant’s involuntary Termination or is Constructively Terminated, any conditions on a Participant’s rights under, or any restrictions on transfer or exercisability applicable to, the rights shall be waived or shall lapse, as the case may be; and

(v) do not accelerate the timing of payment or otherwise violate Code Section 409A.

(e) “Approved Retirement” means a Participant’s Termination:

(i) on or after any of the dates indicated below, with credit for purposes of reaching any such date to include credit for service: (x) with any Affiliate; and (y) with American Life Insurance Company and any of its affiliates as of October 31, 2010 (collectively, “Alico”) (to the extent the Participant was an employee of Alico as of October 31, 2010 and to the extent such service was recognized by Alico for any of its retirement plan purposes as of October 31, 2010):

(ii) at times and under such circumstances as determined by the Administrator in its sole discretion; or

(iii) on or after any date as of which the Participant’s Termination is required under applicable law or employer policy (excluding agreements or contractual obligations in either case applicable solely to an individual employee) in either case due to the Participant attaining a particular age, so long as the Participant has service (as defined in Section 2.1(e)(i)) of at least one year;

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provided that, in each case, the Administrator may require, as a condition to a Participant’s retirement being an “Approved Retirement” for purpose of the Plan, that the Participant enter into a general release of claims, non-solicitation and/or non-competition agreement in form and substance satisfactory to the Administrator.

(f) “Board” means the Board of Directors of the Company.

(g) “Cause” means ( i ) the willful failure by the Participant to perform substantially his duties as an Employee (or, should the Participant’s employment transfer to the Company, as an employee of the Company)), other than due to physical or mental illness, after reasonable notice to the Participant of such failure, ( ii ) the Participant’s engaging in serious misconduct that is injurious to the Company or any Affiliate in any way, including, but not limited to, by way of damage to their respective reputations or standings in their respective industries, ( iii ) the Participant’s having been convicted of, or having entered a plea of nolo contendere to, a crime that constitutes a felony or ( iv ) the breach by the Participant of any written covenant or agreement with the Company or any Affiliate not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any Affiliate or not to compete or interfere with the Company or any Affiliate.

(h) “Change of Control” shall be deemed to have occurred if:

(i) any person (within the meaning of Section 3(a)(9) of the Act), including any group (within the meaning of Rule 13d-5(b) under the Act), but excluding the MetLife Policyholder Trust (and any person(s) who would otherwise be described herein solely by reason of having the power to control the voting of the shares held by such Trust) and any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate thereof, acquires “beneficial ownership” (within the meaning of Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 25% or more of the combined Voting Power of the Company’s securities; or

(ii) within any 24-month period, the persons who were directors of the Company at the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board or the board of directors of any successor to the Company; provided , however , that any director elected to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this subclause (ii); or

(iii) upon the consummation of a merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the assets of the Company which has been approved by the shareholders of the Company (a “Corporate Event”), and immediately following the consummation of which the stockholders of the Company immediately prior to such Corporate Event do not hold, directly or indirectly, a majority of the Voting Power of ( x ) in the case of a merger or consolidation, the surviving or resulting corporation, ( y ) in the case of a share exchange, the acquiring corporation or ( z ) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the relevant Corporate Event, holds more than 25% of the consolidated assets of the Company immediately prior to such Corporate Event; or

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(iv) any other event occurs which the Board declares to be a Change of Control.

(i) “Change of Control Price” means the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Administrator if any part of the offered price is payable other than in cash) or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Closing Price of the Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs.

(j) “Closing Price” means, on any date, the closing price of Common Stock as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Common Stock are quoted at the relevant time) on such date. In the event that there are no Common Stock transactions reported on such tape (or such other system) on such date, Closing Price shall mean the closing price on the immediately preceding date on which Common Stock transactions were so reported.

(k) “Code” means the United States Internal Revenue Code.

(l) “Committee” means the Compensation Committee of the Board of Directors of the Company, or the successor committee to such committee, or any other duly authorized committee of such Board of Directors of the Company appointed by the Board of Directors of the Company to administer the Plan, or the Board of Directors of the Company, and the Committee’s designee or delegate.

(m) “Common Stock” means the common stock of the Company, par value United Stated Dollars $0.01 per share.

(n) “Company” means MetLife, Inc., a Delaware corporation, and any successor thereto.

(o) “Constructively Terminated” means a voluntary Termination by an Employee within ten (10) business days after any of the following actions by the Company, Affiliate, or person acting on behalf of either:

(i) requiring the Employee to be based as his/her regular or customary place employment at any office or location more than fifty (50) miles from the location at which the Employee performed his/her duties immediately prior to the Change of Control, except for travel reasonably required in the performance of the individual's responsibilities;

(ii) reducing the Employee’s base salary below the rate in effect at the time of a Change of Control; or

(iii) failing to pay the Employee’s base salary, other wages, or employment-related benefits as required by law.

(p) “Disability” has the meaning given in such long-term disability plan, program, or arrangement maintained by the Company or an Affiliate in which the Participant participates, or in such other long-term disability plan, program, or arrangement in which the Participant participates designated for purposes of this definition at any time, and from time to time, by the Administrator.

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(q) “Employee” means any employee of any Affiliate, as determined by the Administrator in its sole discretion. Notwithstanding the foregoing, the Administrator may revise the definition of Employee so as to conform to the laws of any jurisdiction in accordance with Section 4.3(c) below. For greater clarity, no employee of the Company shall be an Employee.

(r) “Participant” means any Employee designated by the Administrator or the Committee to participate in the Plan.

(s) “Restriction Period” means the period of time beginning on the date the applicable Restricted Units were granted and ending on the third anniversary of the date the applicable Restricted Units were granted.

(t) “Restricted Unit” means a conditional right to payment granted pursuant to and subject to the terms of this Plan, denominated in units.

(u) “Restricted Unit Agreement” means a written agreement between the Participant and one or more Affiliates that specifies the number of Restricted Units granted to the Participant, the Restriction Period, the effect of any Termination on Restricted Units, and such other terms and conditions as the Administrator shall determine which are not inconsistent with the provisions of the Plan.

(v) “Termination” means the termination of employment, except that no transfer of employment between an Affiliate and the Company, or between an Affiliate and any other Affiliate will be considered a Termination.

(w) “Voting Power” means such number of Voting Securities as shall enable the holders thereof to cast all the votes which could be cast in an annual election of directors of a company, and “Voting Securities” shall mean all securities entitling the holders thereof to vote in an annual election of directors of a company.

2.2 Gender and Number . Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

Participants in the Plan shall be those Employees selected by the Committee or the Administrator to be granted Restricted Units pursuant to the Plan.

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ARTICLE IV

POWERS OF THE COMMITTEE AND THE ADMINISTRATOR

4.1. Power to Grant .

(a) The Committee and the Administrator shall determine the Employees to whom Restricted Units shall be granted. The number of Restricted Units the Committee may grant shall be unlimited. The number of Restricted Units the Administrator may grant to any individual Participant shall be limited to 15,000 in any 12-month period. The Administrator may not grant any Performance Units to any individual who is (x) subject to Section 16 of the Act; (y) an executive officer of the Company; or (z) subject to Section 4230 of the New York Insurance Law, in each case unless the Committee approves or ratifies such a grant.

(b) The Administrator shall determine the terms and conditions of any and all such Restricted Units, including the terms of any Restricted Unit Agreements. The Administrator may establish different terms and conditions for different Participants and for the same Participant for each Restricted Unit such Participant may receive, whether or not granted at different times. Notwithstanding any other terms of this Plan, no grant of Restricted Units shall be effective unless one more Affiliates approves or ratifies the grant. The Committee’s or Administrator’s grant of Restricted Units to an employee of MetLife Group, Inc. shall constitute approval of the grant by MetLife Group, Inc.

4.2. Administration .

(a) Rules, Interpretations and Determinations . The Plan shall be administered by the Administrator. The Administrator shall have full authority to interpret and administer the Plan, to establish, amend, and rescind rules and regulations relating to the Plan, to provide for conditions deemed necessary or advisable to protect the interests of any Affiliate, to construe Restricted Unit Agreements and to make all other determinations it determines necessary or advisable for the administration and interpretation of the Plan in order to carry out its provisions and purposes. Determinations, interpretations, or other actions made or taken by the Administrator shall be final, binding, and conclusive for all purposes and upon all persons.

(b) Agents and Expenses . The Administrator may appoint agents (who may be officers or employees of the Company or any Affiliate) to assist in the administration of the Plan and may grant authority to such persons to execute agreements or other documents on the Administrator’s behalf. The Administrator may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including, without limitation, for the engagement of any counsel, consultant or agent, shall be paid by the Company or an Affiliate.

(c) Adjustments to Conform With Law . Notwithstanding anything in the Plan to the contrary, the Administrator may, in its sole discretion, amend or vary the terms of the Plan in order to conform such terms with the requirements of local law or to meet the goals and objectives of the Plan, and may, in its sole discretion, establish administrative rules and procedures to facilitate the operation of the Plan. The Administrator may, where it deems appropriate in its sole discretion, establish one or more sub-plans of the Plan for these purposes.

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ARTICLE V

ADJUSTMENTS TO RESTRICTED UNITS

The Administrator will make appropriate adjustments in the terms and conditions of Restricted Units in recognition of unusual or nonrecurring events affecting the Company or its financial statements (such as a Common Stock dividend, Common Stock split, recapitalization, payment of an extraordinary dividend, merger, consolidation, combination, spin-off, distribution of assets to stockholders other than ordinary cash dividends, exchange of shares, or other similar corporate change), or in recognition of changes to applicable laws, regulations, or accounting principles, to prevent unintended dilution or enlargement of the potential benefits of Restricted Units. The Administrator’s determinations in this regard will be conclusive.

ARTICLE VI

RESTRICTED UNITS

6.1. Grant of Restricted Units . Restricted Units may be granted to Employees at such time or times as shall be determined by the Committee or the Administrator. Except as otherwise provided herein, the Committee or the Administrator shall have complete discretion in determining the number of Restricted Units, if any, to be granted to an Employee. The Committee or the Administrator may grant Restricted Units before, at the same time as, or after the beginning of the Restriction Period applicable to those Restricted Units. Notwithstanding any other terms of this Plan, no grant of Restricted Units shall be effective unless one or more Affiliates approves or ratifies the grant and the terms thereof. The Committee’s or the Administrator’s grant of Restricted Units to an employee of MetLife Group, Inc. shall constitute approval of the grant by MetLife Group, Inc. Each Restricted Unit shall be evidenced by a Restricted Unit Agreement. Any Affiliate that approves or ratifies a grant of Restricted Units shall execute the applicable Restricted Unit Agreement through a representative.

6.2. Payment . Subject to the terms of Articles VII and VIII of this Plan, a cash payment equal to the number of Restricted Units multiplied by the Closing Price on the last day of the Restriction Period, less minimum withholding for applicable taxes and other legally-required items, shall be due and payable to the Participant (or another individual in lieu of the Participant pursuant to Section 10.2 of the Plan). The timing of payment shall be determined under the applicable Restricted Unit Agreement.

6.3 Substitution . The Administrator may, at any time prior to payment for Restricted Units, in its sole discretion, may:

(a) find that the Company or an Affiliate has made an award to the Participant intended to substitute for the Restricted Units, including but not limited to a contingent right to acquire Shares (whether restricted or unrestricted, subject to Share-price appreciation or other performance terms, in the form of options, or otherwise);

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(b) find that such substitute award is subject to such material terms and conditions that: (i) are no less favorable than the terms and conditions governing the Restricted Units; and (ii) that provide for the same terms for timing of payment as do the Restricted Units; and

(c) in light of such findings, cancel the Restricted Units without additional compensation to the Participant.

ARTICLE VII

CHANGES OF STATUS

The applicable Restricted Unit Agreement will specify the effect of changes of status including Disability, Termination (including Termination for Cause or Approved Retirement) on Restricted Units.

ARTICLE VIII

CHANGE OF CONTROL

Notwithstanding any other terms of this Plan, in the event of a Change of Control, unless the Administrator reasonable determines in good faith prior to the occurrence of a Change of Control that an Alternative Award has been granted with regard to a Restricted Unit, the Restricted Unit will be valued at the Change of Control Price and be immediately payable in cash. The timing of payment shall be determined under the applicable Restricted Unit Agreement.

ARTICLE IX

AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

The Administrator may amend or terminate the Plan at any time in its sole discretion. No amendment or termination of the Plan shall in any manner adversely affect any Restricted Unit theretofore granted under the Plan without the consent of the Participant.

ARTICLE X.

MISCELLANEOUS PROVISIONS

10.1. Nature and Transferability of Restricted Units . No Restricted Unit shall be considered a property interest of any Participant, and such Restricted Unit shall have no value except as a means of determining, in part, the amount of payments, if any, under the Plan. Without limiting the generality of the foregoing, no Restricted Unit may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

10.2. No Guarantee of Employment or Participation . Nothing in the Plan shall interfere with or limit in any way the right of any Affiliate to terminate any Participant’s employment or service at any time, nor confer upon any Participant any right to continue in the employ of any Affiliate. No Employee shall have a right to be selected as a Participant, or, having been so selected, to receive any future Restricted Units.

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10.3. Tax Withholding and Currency . Each Affiliate shall have the power to withhold, or require a Participant to remit to the Affiliate, an amount sufficient to satisfy any applicable withholding tax requirements imposed by any competent authority on any Restricted Unit under the Plan. Payment under this Plan will be made in the currency determined by the Plan Administrator.

10.4. No Limitation on Compensation . Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate to establish other plans, programs, agreements, or arrangements.

10.5. Requirements of Law . The granting of Restricted Units and all payments under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies as may be required.

10.6. Term of Plan . The Plan shall be effective upon its execution by the Administrator. The Plan shall continue in effect until terminated pursuant to Article IX.

10.7. Governing Law . The Plan and all Restricted Unit Agreements hereunder shall be construed in accordance with and governed by the laws of the State of Delaware of the United States of America, without regard to principles of conflict of laws.

10.8. No Impact on Benefits . Except as may otherwise be specifically stated under any employee benefit plan, policy or program, Restricted Units shall not be treated as compensation for purposes of calculating an Employee’s right under any such plan, policy or program.

10.9. No Constraint on Corporate Action . Nothing in this Plan shall be construed ( i ) to limit, impair or otherwise affect the Company’s or any Affiliate’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets or ( ii ) except as provided in Article IX, to limit the right or power of the Company or any Affiliate to take any action which such entity deems to be necessary or appropriate.

10.10. Unfunded Plan . This Plan shall be unfunded and shall not create (or be construed to create) a trust or separate fund. Likewise, this Plan shall not establish any fiduciary relationship between the Company or any Affiliate or the Administrator and the Participant. To the extent that any Participant holds any rights by virtue of being granted Restricted Units under this Plan, such right shall be no greater than the right of an unsecured general creditor the Affiliate obligated to make payment as determined under the terms of the Restricted Unit Agreement.

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10.11. Obligor . The obligation to make payments due under each Restricted Unit Agreement, if any, shall be the sole obligation of the Affiliate determined under the terms of the Restricted Unit Agreement. Payment due from any Affiliate in relation to any Restricted Units may be made on behalf of that Affiliate by any other Affiliate. In no event shall the Company be obligated to make payments due under this Plan pursuant to any Restricted Unit Agreement.

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Exhibit 10.7

RESTRICTED UNIT AGREEMENT

[Company] (the “Global Affiliate”) confirms that, on [date], [year] (the “Grant Date”), you were granted [amount in words] ( [number] ) Restricted Units under the MetLife International Restricted Unit Incentive Plan (the “Plan”), and approves and ratifies such grant. Your Restricted Units are subject to the terms and conditions of this Restricted Unit Agreement (this “Agreement”) and of the Plan (which is incorporated in this Agreement by reference). Any payment due under this Agreement may be made by any one or more Affiliates (each such Affiliate(s) making any such payment will be known as a “Paying Affiliate.

1. Standard Settlement Terms

(a) The terms of this Section 1 shall be referred to as the “Standard Settlement Terms” and will apply to your Restricted Units except in so far as Sections 2 or 3 apply.

(b) The Period of Restriction for your Restricted Units will end in stages on the first three anniversaries of the Grant Date. Each portion of your Restricted Units subject to a different Period of Restriction shall be referred to as a “Unit Tranche.” The Period of Restriction for one-third (1/3) of your Restricted Units (rounding down to the nearest whole number of Units, the “First Unit Tranche”) will begin on the Grant Date and end on the first anniversary of the Grant Date. The Period of Restriction for one-third (1/3) of your Restricted Units (rounding down to the nearest whole number of Restricted Units, the “Second Unit Tranche”) will begin on the Grant Date and end the second anniversary of the Grant Date. The Period of Restriction for each of your Units not included in either the First or the Second Unit Tranches (the “Third Unit Tranche”) will begin on the Grant Date and end the third anniversary of the Grant Date.

(c) Each Unit Tranche will be due and payable in the form of cash after the conclusion of the Period of Restriction applicable to that Unit Tranche, at the time specified in Section 8, only if the Committee determines in writing that the Company met one or more of the Section 162(m) Goals for the calendar year immediately preceding the end of that Period of Restriction. The “Section 162(m) Goals” shall be the following:

(1) Positive Company Adjusted Income for the calendar year immediately preceding the end of the Period of Restriction.

(2) Positive Company Total Shareholder Return for the calendar year immediately preceding the end of the Period of Restriction.

(3) For purposes of this Section 1(c), the following definitions shall apply:

(a) “Adjusted Income” means income from continuing operations before provision for income tax, excluding net investment gains (losses) (determined in accordance with Section 3(a) of Article 7.04 of SEC Regulation S-X), which includes total net investment gains (losses) and net derivatives gains (losses).

(b) “Total Shareholder Return” means the change (plus or minus) from the Initial Closing Price to the Final Closing Price, plus dividends (if any) actually paid on Shares on a reinvested basis during the applicable period. “Initial Closing Price” means the average Closing

Price for the twenty (20) trading days prior to the first day of the applicable period. “Final Closing Price” means the average Closing Price for the twenty (20) trading days prior to and including the final day of the applicable period.

2. Changes of Status . The terms of this Section 2 describe how various events affect a Unit Tranche during its Period of Restriction. Each Unit Tranche is, during its Period of Restriction, an “Outstanding Unit Tranche.” For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. If a Change of Control occurs prior to any of the events described in this Section 2, any applicable terms of Section 3 will supersede the terms of this Section 2.

(a) Disability . In the event of your qualification for Disability benefits, the Standard Settlement Terms will continue to apply to your Outstanding Unit Tranches. Notwithstanding any other terms of this Section 3, if you qualify for Disability benefits no subsequent Termination, other than a Termination for Cause, shall affect your Restricted Units.

(b) Death . In the event of your Termination due to your death, each of your Outstanding Unit Tranches will be valued at the Closing Price on the date of death and due and payable in cash.

(c) Approved Retirement . In the event of your Termination by reason of an Approved Retirement, the Standard Settlement Terms will continue to apply to your Outstanding Unit Tranches. Subject to Section 2.1(e) of the Plan, you do not need special approval from the Administrator for an Approved Retirement.

(d) Termination for Cause . Notwithstanding any other terms of this Section 2, in the event of your Termination for Cause, your Outstanding Unit Tranches will be forfeited immediately.

(f) Other Terminations . Unless the Administrator determines otherwise, , if no other provision in this Section 2 regarding change of status applies, each of your Outstanding Unit Tranches will be forfeited immediately upon your Termination.

3. Change of Control . The terms of this Section 3 describe how a Change of Control will affect an Outstanding Unit Tranche. If any of the events described in Section 2 occurs prior to a Change of Control, any applicable terms of Section 2 will supersede the terms of this Section 3.

(b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Outstanding Unit Tranches will be due and payable in the form of cash equal to the number of your Outstanding Unit Tranches multiplied by the Change of Control Price. Any payment will be made at the time specified in Section 8.

(c) The terms of Section 3(b) will not apply to your Outstanding Unit Tranches if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Outstanding Unit Tranches. “Alternative Award” shall have the same meaning as that term under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A.

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4. Nontransferability of Awards . Except as otherwise permitted by the Administrator, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Restricted Units, other than by will or by the laws of descent and distribution.

5 . Estate . Benefits remaining unpaid at your death will be paid to your estate, except as otherwise required by law.

6. Tax Withholding . The Paying Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Paying Affiliate will defer payment until this requirement is satisfied.

7. Adjustments . The Administrator will make appropriate adjustments in the terms and conditions of your Restricted Units in recognition of unusual or nonrecurring events affecting the Company or its financial statements as provided in the Plan. The Administrator’s determinations in this regard will be conclusive. No additional Restricted Units will be credited to you on the occasion of the payment of any cash dividend on Common Stock or any other payment in connection with such Common Stock.

8. Timing of Payment .

(a) This Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly.

(b) If payment is due and payable under Section 2(b), it will be made upon your death.

(c) If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days of the Change of Control. If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(d).

(d) If payment is due and payable under the Standard Settlement Terms, payment will be made by March 15 of the calendar year after the expiration of the applicable Period of Restriction for the Unit Tranche; provided, however , that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate, such as may have occurred in connection with the beginning of your employment, and chose to defer payment, then payment will be made at the time determined under that plan.

9. Closing Price . “Closing Price” is defined in the Plan.

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10. No Guarantee of Employment . This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate.

11. Governing Law; Choice of Forum . This Agreement will be construed in accordance with and governed by the laws of the State of Delaware of the United States of America, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any other action regarding this Agreement must be brought in a court in the State of New York of the United States of America, to which jurisdiction the Administrator, the Global Affiliate and you consent, to the maximum extent consistent with law.

12. Miscellaneous .

(a) For purposes of this Agreement, “Committee” and “Administrator” includes any direct or indirect delegate of the Committee or Administrator as defined in the Plan or otherwise and (unless otherwise indicated) the word “Section” refers to a Section in this Agreement. “Shares” refer to shares of Common Stock. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan.

(b) Any determination or interpretation by the Administrator pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and all Affiliates regarding your Restricted Units. No promises, terms, or agreements of any kind regarding your Restricted Units that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable.

(c) Your Restricted Units are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Restricted Units on account of any dividend paid on Shares.

(d) To the extent that that your Restricted Units are replaced by an award payable in Shares, the Administrator may, in its discretion, require you at any time to immediately sell such Shares, in which case, the Administrator shall have the authority to issue sales instructions in relation to such Shares on your behalf. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including United States securities laws and any other applicable securities laws.

(e) Payment pursuant to your Restricted Units is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. The grant of Restricted Units to you is not intended to be a public offering of securities, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities, except where required by law. Your Restricted Units have not been, and will not be, reviewed by or registered with any securities authorities, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from

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Chile’s Superintendence of Securities, the grant of the Restricted Units hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. To the extent that this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Restricted Units have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Restricted Units, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement (or, to the extent that that your Units are replaced by an award payable in Shares, cash attributable to Shares you acquire), to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Restricted Units are subject to the Company’s performance-based compensation recoupment policy (which currently covers only officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Restricted Units, including the grant or payment on account of the Performance Units, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Restricted Units to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Administrator, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Restricted Units are to be presented to you in English. If any such document is translated into a language other than English, the English version will control.

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(k) The collection, processing and transfer of your personal data is necessary for the Company’s administration of the Plan, this Agreement and your Restricted Units. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by any Affiliates or the Company, and others who provide them services related to your Restricted Units (“Service Providers”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. In accepting this agreement, you acknowledge that:

(1) the Affiliates and the Company hold certain personal information about you, including, but not limited to, your name, home address, telephone number, date of birth, social insurance number or other identification number, employee identification number, salary, nationality, job title, or shares of stock or directorships held in Affiliates and the Company, details of all Restricted Units awarded, forfeited, on which payment has been made, and/or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”);

(2) the Affiliates, the Company, and Service Providers will transfer Data amongst themselves as necessary for the implementation, administration and management of the Plan, that these recipients may be located in your country, the European Economic Area, the United States, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative and you authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party;

(3) Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan, including but not limited to any applicable retention period necessary for effective or lawful administration of the Plan;

(4) you may, at any time, exercise your rights under law, to obtain confirmation as to the existence of the Data, verify the content, origin and accuracy of the Data, request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data, and oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in it. You may seek to exercise these rights by contacting your local human resources manager; and

(5) you are not obligated to consent to the collection, use, processing and transfer of Data. However, if you refuse to grant consent under this Section by failing to accept this Agreement you will not receive any Restricted Units pursuant to this Agreement, and if you subsequently withdraw your consent under this Section you will forfeit all of your Restricted Units. You may contact your local human resources representative for more information on the consequences of your refusal to consent or withdrawal of consent.

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(l) In accepting this Agreement, you acknowledge that:

(1) the Plan and this Agreement are each established voluntarily by one or more of the Company and its Affiliates, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively;

(2) the grant of your Restricted Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Units, or benefits in lieu of Restricted Units, even if Restricted Units have been granted repeatedly in the past;

(3) all decisions with respect to future Restricted Units grants, if any, will be at the discretion of the Committee or Administrator, including, but not limited to, the timing of any grants, the number of Restricted Units and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Restricted Units are an extraordinary item which is outside the scope of your employment contract, if any;

(6) the Restricted Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, Termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Restricted Unit grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Common Stock is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Restricted Units or diminution in value of the Restricted Units and you irrevocably release the Company and each Affiliate from any such claim that may arise; and

(10) in the event of your Termination, neither your eligibility, nor any right to receive Restricted Units, nor any period within which payment may be made on account of your Restricted Units, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of your Termination, your right to payment on account of your Restricted Units, if any, will not be extended by any notice period mandated under law.

(m) The Administrator may impose other requirements as a condition of your Restricted Units, to the extent the Committee or Administrator determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Restricted Units, or the Plan. To the extent the Administrator determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

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13. Amendments . The Administrator has the exclusive right to amend this Agreement as long as the amendment is consistent with the Plan. The Administrator will give written notice to you (or, in the event of your death, to your estate) of any amendment as promptly as practicable after its adoption.

14. Additional Terms .

(a) You acknowledge that, subject to the terms of Section 14(d) of this Agreement, the obligation to make each payment due under this Agreement, if any, shall be the obligation of the Global Affiliate or, if different, the Paying Affiliate rather than the Global Affiliate. To the extent the Global Affiliate is aware that you are subject to United States income taxation at the time a payment is due, the Paying Affiliate shall be incorporated in the United States or a jurisdiction that has a comprehensive tax treaty with the United States. The obligation to make payments under this Agreement shall be unfunded and unsecured. In no event shall the Company be obligated to make payments due under this Agreement. The Global Affiliate and you agree and acknowledge that, to the extent consistent with applicable law, neither the Restricted Units, this Agreement, the Plan nor any rights, obligations, terms and conditions set forth therein or in connection therewith, constitute securities, negotiable instruments, or derivatives instruments or transactions.

(b) Payments pursuant to Section 3 will be made in your then-current payroll currency (or another currency of your choosing) at a reasonable US currency exchange rate chosen in good faith by the Administrator or the Paying Affiliate. Otherwise, any payment due to you will be made in your then-current payroll currency (or other currency of the Administrator or Paying Affiliate’s choosing) at a United States currency exchange rate determined by the Administrator or the Paying Affiliate in their discretion.

(c) To the extent any separate or additional consideration is necessary under applicable law to effectuate the parties’ intentions to be bound by the terms of this Agreement, you agree to pay US$1.00 (One Dollar 00/100 currency of the United States of America) to the Global Affiliate, which shall not be refundable to you.

(d) Notwithstanding anything in this Agreement to the contrary, the Administrator may, at any time prior to payment for your Restricted Units, in its sole discretion, find that the Company or an Affiliate has made an award to you intended to substitute for the Restricted Units (including but not limited to a contingent right to acquire Common Stock), and that such substitute award is subject to such material terms and conditions that are no less favorable than the material terms and conditions governing your Restricted Units and that provide for the same timing for payment as apply to your Restricted Units. Upon such a finding, the Administrator may, in its sole discretion, cancel your Restricted Units in light of that substitute award without additional compensation to you.

15. Post-Employment Terms Applicable to Insiders and Executive Officers .

(a) The terms of this Section 15 shall apply if you are an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Period of Restriction for a Unit Tranche, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a

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Change of Control occurs prior to the finding described in Section 15(b), any applicable terms of Section 3 will supersede the terms of this Section 15. For purposes of this Section 15, “Insider” means someone subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

(b) If the Committee reasonably finds that, at any time during the Period of Restriction for a Unit Tranche, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States of America, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, your Outstanding Unit Tranches will be immediately forfeit.

(c) Notwithstanding the terms of Section 11 to the contrary, this Section 15 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

IN WITNESS WHEREOF, the Global Affiliate has caused its duly authorized officer to execute, and you have executed, this Agreement effective on the Grant Date.

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Exhibit 10.8

RESTRICTED UNIT AGREEMENT

(Three-Year “Cliff” Period of Restriction; No Code 162(m) Goals)

[Company] (the “Global Affiliate”) confirms that, on [date], [year] (the “Grant Date”), you were granted [amount in words] ( [number] ) Restricted Units under the MetLife International Restricted Unit Incentive Plan (the “Plan”), and approves and ratifies such grant. Your Restricted Units are subject to the terms and conditions of this Restricted Unit Agreement (this “Agreement”) and of the Plan (which is incorporated in this Agreement by reference). Any payment due under this Agreement may be made by any one or more Affiliates (each such Affiliate(s) making any such payment will be known as a “Paying Affiliate”).

1. Standard Settlement Terms

(a) The terms of this Section 1 shall be referred to as the “Standard Settlement Terms” and will apply to your Restricted Stock Units except in so far as Sections 2 or 3 apply.

(b) The Period of Restriction for your Restricted Units will begin on the Grant Date and end on the third anniversary of the Grant Date. Each of your Restricted Units will be due and payable in the form of cash after the conclusion of the Period of Restriction, at the time specified in Section 8.

2. Changes of Status . The terms of this Section 2 describe how various events affect your Restricted Units during the Period of Restriction. For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. If a Change of Control occurs prior to any of the events described in this Section 2, any applicable terms of Section 3 will supersede the terms of this Section 2.

(a) Disability . In the event of your qualification for Disability benefits, the Standard Settlement Terms will continue to apply to your Restricted Units. Notwithstanding any other terms of this Section 2, if you qualify for Disability benefits no subsequent Termination, other than a Termination for Cause, shall affect your Restricted Units.

(b) Death . In the event of your Termination due to your death, each of your Restricted Units will be valued at the Closing Price on the date of death and due and payable in cash.

(c) Approved Retirement . In the event of your Termination by reason of an Approved Retirement, the Standard Settlement Terms will continue to apply to your Restricted Units. Subject to Section 2.1(e) of the Plan, you do not need special approval from the Administrator for an Approved Retirement.

(d) Termination for Cause . Notwithstanding any other terms of this Section 3, in the event of your Termination for Cause, your Restricted Units will be forfeited immediately.

(f) Other Terminations . Unless the Administrator determines otherwise, if no other provision in this Section 2 regarding change of status applies, each of your Restricted Units will be forfeited immediately upon your Termination unless you are offered a separation agreement by the Company or an Affiliate under a severance program. To the extent your separation agreement becomes final by March 15 of the calendar year after the separation agreement is

offered to you, your Prorated Units will be due and payable to you. The number of your “Prorated Units” will be determined by dividing the number of calendar months, beginning with the month of the Grant Date, 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 Units, 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 Grant Date , then the number of your Prorated Units shall be zero (0). Payment for each of your Units 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 Restricted Units will be forfeited.

3. Change of Control . The terms of this Section 3 describe how a Change of Control will affect your Restricted Units. If any of the events described in Section 2 occurs prior to a Change of Control, any applicable terms of Section 2 will supersede the terms of this Section 3.

(b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Restricted Units will be due and payable in the form of cash equal to the number of your Restricted Units multiplied by the Change of Control Price. Any payment will be made at the time specified in Section 8.

(c) The terms of Section 3(b) will not apply to your Restricted Units if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Restricted Units. “Alternative Award” shall have the same meaning as that term under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A, to the extent such Code section is applicable to your Restricted Units.

4. Nontransferability of Awards . Except as otherwise permitted by the Administrator, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Restricted Units, other than by will or by the laws of descent and distribution.

5. Estate . Benefits remaining unpaid at your death will be paid to your estate, except as otherwise required by law.

6. Tax Withholding . The Paying Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Paying Affiliate will defer payment until this requirement is satisfied.

7. Adjustments . The Administrator will make appropriate adjustments in the terms and conditions of your Restricted Units in recognition of unusual or nonrecurring events affecting the Company or its financial statements as provided in the Plan. The Administrator’s determinations in this regard will be conclusive. No additional Restricted Units will be credited to you on the occasion of the payment of any cash dividend on Common Stock or any other payment in connection with such Common Stock.

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8. Timing of Payment .

(a) This Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly.

(b) If payment is due and payable under Section 2(b), it will be made upon your death.

(c) If payment is due and payable under Section 2(f), it will be made six (6) months after the termination of your employment (or, to the extent Code Section 409A applies to your Restricted Stock Units, six (6) months after your “separation from service” under Code Section 409A, if that is a different date).

(d) If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is a “change of control” as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days of the Change of Control. If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is not a “change of control” as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(e).

(e) If payment is due and payable under the Standard Settlement Terms, payment will be made by March 15 of the calendar year after the expiration of the Period of Restriction for your Restricted Units; provided, however , that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate, such as may have occurred in connection with the beginning of your employment, and chose to defer payment, then payment will be made at the time determined under that plan.

9. Closing Price . “Closing Price” is defined in the Plan.

10. No Guarantee of Employment . This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate.

11. Governing Law; Choice of Forum . This Agreement will be construed in accordance with and governed by the laws of the State of Delaware of the United States of America, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any other action regarding this Agreement must be brought in a court in the State of New York of the United States of America, to which jurisdiction the Administrator, the Global Affiliate and you consent, to the maximum extent consistent with law.

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12. Miscellaneous .

(a) For purposes of this Agreement, “Committee” and “Administrator” includes any direct or indirect delegate of the Committee or Administrator as defined in the Plan or otherwise and (unless otherwise indicated) the word “Section” refers to a Section in this Agreement. “Shares” refer to shares of Common Stock. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan.

(b) Any determination or interpretation by the Administrator pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and all Affiliates regarding your Restricted Units. No promises, terms, or agreements of any kind regarding your Restricted Units that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable.

(c) Your Restricted Units are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Restricted Units on account of any dividend paid on Shares.

(d) To the extent that that your Restricted Units are replaced by an award payable in Shares, the Administrator may, in its discretion, require you at any time to immediately sell such Shares, in which case, the Administrator shall have the authority to issue sales instructions in relation to such Shares on your behalf. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including United States securities laws and any other applicable securities laws.

(e) Payment pursuant to your Restricted Units is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. The grant of Restricted Units to you is not intended to be a public offering of securities, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities, except where required by law. Your Restricted Units have not been, and will not be, reviewed by or registered with any securities authorities, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Restricted Units hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. To the extent that this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Restricted Units have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Restricted Units, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement (or, to the extent that that your Units are replaced by an award payable in Shares, cash attributable to Shares you acquire), to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

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(g) Your Restricted Units are subject to the Company’s performance-based compensation recoupment policy (which currently covers only officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Restricted Units, including the grant or payment on account of the Performance Units, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Restricted Units to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Administrator, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Restricted Units are to be presented to you in English. If any such document is translated into a language other than English, the English version will control.

(k) The collection, processing and transfer of your personal data is necessary for the Company’s administration of the Plan, this Agreement and your Restricted Units. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by any Affiliates or the Company, and others who provide them services related to your Restricted Units (“Service Providers”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. In accepting this agreement, you acknowledge that:

(1) the Affiliates and the Company hold certain personal information about you, including, but not limited to, your name, home address, telephone number, date of birth, social insurance number or other identification number, employee identification number, salary, nationality, job title, or shares of stock or directorships held in Affiliates and the Company, details of all Restricted Units awarded, forfeited, on which payment has been made, and/or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”);

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(2) the Affiliates, the Company, and Service Providers will transfer Data amongst themselves as necessary for the implementation, administration and management of the Plan, that these recipients may be located in your country, the European Economic Area, the United States, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative and you authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party;

(3) Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan, including but not limited to any applicable retention period necessary for effective or lawful administration of the Plan;

(4) you may, at any time, exercise your rights under law, to obtain confirmation as to the existence of the Data, verify the content, origin and accuracy of the Data, request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data, and oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in it. You may seek to exercise these rights by contacting your local human resources manager; and

(5) you are not obligated to consent to the collection, use, processing and transfer of Data. However, if you refuse to grant consent under this Section 12 by failing to accept this Agreement you will not receive any Restricted Units pursuant to this Agreement, and if you subsequently withdraw your consent under this Section 12 you will forfeit all of your Restricted Units. You may contact your local human resources representative for more information on the consequences of your refusal to consent or withdrawal of consent.

(l) In accepting this Agreement, you acknowledge that:

(1) the Plan and this Agreement are each established voluntarily by one or more of the Company and its Affiliates, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively;

(2) the grant of your Restricted Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Units, or benefits in lieu of Restricted Units, even if Restricted Units have been granted repeatedly in the past;

(3) all decisions with respect to future Restricted Units grants, if any, will be at the discretion of the Committee or Administrator, including, but not limited to, the timing of any grants, the number of Restricted Units and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Restricted Units are an extraordinary item which is outside the scope of your employment contract, if any;

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(6) the Restricted Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, Termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Restricted Unit grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Common Stock is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Restricted Units or diminution in value of the Restricted Units and you irrevocably release the Company and each Affiliate from any such claim that may arise; and

(10) in the event of your Termination, neither your eligibility, nor any right to receive Restricted Units, nor any period within which payment may be made on account of your Restricted Units, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of your Termination, your right to payment on account of your Restricted Units, if any, will not be extended by any notice period mandated under law.

(m) The Administrator may impose other requirements as a condition of your Restricted Units, to the extent the Committee or Administrator determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Restricted Units, or the Plan. To the extent the Administrator determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

13. Amendments . The Administrator has the exclusive right to amend this Agreement as long as the amendment is consistent with the Plan. The Administrator will give written notice to you (or, in the event of your death, to your estate) of any amendment as promptly as practicable after its adoption.

14. Additional Terms .

(a) You acknowledge that, subject to the terms of Section 14(d) of this Agreement, the obligation to make each payment due under this Agreement, if any, shall be the obligation of the Global Affiliate or, if different, the Paying Affiliate rather than the Global Affiliate. To the extent the Global Affiliate is aware that you are subject to United States income taxation at the time a payment is due, the Paying Affiliate shall be incorporated in the United States or a jurisdiction that has a comprehensive tax treaty with the United States. The obligation to make payments under this Agreement shall be unfunded and unsecured. In no event shall the Company be obligated to make payments due under this Agreement. The Global Affiliate and you agree and acknowledge that, to the extent consistent with applicable law, neither the Restricted Units, this Agreement, the Plan nor any rights, obligations, terms and conditions set forth therein or in connection therewith, constitute securities, negotiable instruments, or derivatives instruments or transactions.

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(b) Payments pursuant to Section 3 will be made in your then-current payroll currency (or another currency of your choosing) at a reasonable US currency exchange rate chosen in good faith by the Administrator or the Paying Affiliate. Otherwise, any payment due to you will be made in your then-current payroll currency (or other currency of the Administrator or Paying Affiliate’s choosing) at a United States currency exchange rate determined by the Administrator or the Paying Affiliate in their discretion.

(c) To the extent any separate or additional consideration is necessary under applicable law to effectuate the parties’ intentions to be bound by the terms of this Agreement, you agree to pay US$1.00 (One Dollar 00/100 currency of the United States of America) to the Global Affiliate, which shall not be refundable to you.

(d) Notwithstanding anything in this Agreement to the contrary, the Administrator may, at any time prior to payment for your Restricted Units, in its sole discretion, find that the Company or an Affiliate has made an award to you intended to substitute for the Restricted Units (including but not limited to a contingent right to acquire Common Stock), and that such substitute award is subject to such material terms and conditions that are no less favorable than the material terms and conditions governing your Restricted Units and that provide for the same timing for payment as apply to your Restricted Units. Upon such a finding, the Administrator may, in its sole discretion, cancel your Restricted Units in light of that substitute award without additional compensation to you.

IN WITNESS WHEREOF, the Global Affiliate has caused its duly authorized officer to execute, and you have executed, this Agreement effective on the Grant Date.

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Exhibit 10.9

STOCK OPTION AGREEMENT

MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name] , [number] Stock Options (your “Options”). Your Options are subject to the terms and conditions of this Stock Option Agreement (this “Agreement”) and the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the “Plan”).

1. Standard Exercise Terms .

(a) Each Option entitles you to purchase one Share for $ [closing price on date of grant] per Share, the Closing Price on the Grant Date (the “Exercise Price”).

(b) Except as provided in Sections 2 and 3, one-third (1/3) of your Options will become exercisable on each of the first, second and third anniversaries of the Grant Date, and you may exercise your Options until the close of business on [day prior to the tenth (10 ^th ) anniversary of the Grant Date] (the “Standard Terms”). Neither this date, nor any other deadline for exercise of your Options under this Agreement, will be extended regardless of whether you are unable to exercise your Options on that date because it is not a business day, due to trading limitations, or otherwise.

(c) You may exercise any of your Options that have become exercisable by notifying the Company, using procedures that will be established for this purpose, and paying for the Shares at the time you exercise your Options. You may exercise your Options only if the price of Shares is greater than the Exercise Price. Any exercisable Options that you fail to exercise within the applicable period for exercise will be forfeited.

(d) Except as provided in Section 1(e) or (f), you may pay the Exercise Price in one or more of the following ways: (1) in cash, (2) by exchanging Shares you already own (as long as those Shares are not subject to any pledge or other security interest), (3) to the extent permitted by law, through an arrangement with the broker designated by the Company in which the broker will use the proceeds of the sale of a sufficient number of Shares to pay the Exercise Price, or (4) through a combination of the above. The combined value paid must have a value as of the date tendered that is at least equal to the Exercise Price.

(e) If you are either resident or employed in Italy at the time you exercise your Options, then, except as otherwise provided by the Committee: (1) you may pay the Exercise Price, to the extent permitted by law, only through an arrangement with the broker designated by the Company in which the broker will use the proceeds of the sale of a sufficient number of Shares to pay the Exercise Price; and (2) you must sell all of the Shares you acquire through your exercise of the Options immediately upon or contemporaneous with your acquisition of those Shares, except as otherwise provided by the Committee.

(f) If you are either resident or employed in the United Kingdom at the time you exercise your Options, then, except as otherwise provided by the Committee, you may not pay the Exercise Price in whole or in part by exchanging Shares you already own.

(g) You must exercise your Options in accordance with the Company’s insider trading policy and any applicable pre-trading clearance procedures. Your exercise of Options or sale of Shares may be prohibited at certain times, or delayed, due to Share trading volume limitations

imposed by the Company. The issuance of Shares pursuant to your Options is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. No Shares will be issued upon exercise of any of your Options if that issuance or exercise would result in a violation of applicable law, including the federal securities laws and any applicable state or foreign securities laws.

(h) The number of Shares issuable upon exercise of your Options shall be reduced to the nearest whole Share. If you retain some or all of the Shares after you exercise your Options, you will receive evidence of ownership of those Shares.

2. Change of Status . For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. If a Change of Control occurs prior to any of the events described in this Section 2, any applicable terms of Section 3 will supersede the terms of this Section 2.

(a) Long-Term Disability . In the event you qualify for long-term disability benefits under a plan or arrangement offered by the Company or an Affiliate for its Employees, the Standard Terms will continue to apply to your Options. Once this provision applies, no other change of status described in this Sections 2 (except the provision regarding termination for Cause) will affect your Options, even if you subsequently return to active service or your employment with the Company or an Affiliate terminates other than for Cause.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, all of your Options will be immediately exercisable and will remain exercisable until the close of business on the Expiration Date.

(c) Retirement . If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your early retirement date or normal retirement date (in each case determined under any ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate) (“Retirement”), the Standard Terms will continue to apply to your Options.

(d) Bridge Eligibility . If your employment with the Company or an Affiliate terminates (other than for Cause) with bridge eligibility for retirement-related medical benefits (determined under an ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate, if any) (“Bridge Eligibility”), and your separation agreement (offered to you under the severance program offered by the Company or an Affiliate to its Employees) becomes final, the Standard Terms will continue to apply to your Options.

(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, all of your Options will be forfeited immediately.

(f) Other Termination of Employment . Unless the Committee determines otherwise, if no other provision in this Section 2 regarding change of status applies, then:

(1) your Options that are exercisable as of the date of termination will remain exercisable until the close of business on the 30 ^th day after the date of your termination or until they would expire under the Standard Terms, whichever period is shorter; and

(2) all of your Options that are not exercisable at the date of termination of your employment with the Company or an Affiliate will be forfeited immediately upon your termination of employment.

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3. Change of Control .

(a) If any of the events described in Section 2 occurs prior to a Change of Control, any applicable terms of Section 2 will supersede the terms of this Section 3. Except as provided in Section 3(b) and 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs:

(1) all of your unexercised Options will become exercisable immediately regardless of the applicable exercise schedule; and

(2) notwithstanding any provisions of Section 2 to the contrary, if your employment with the Company or any Affiliate terminates without Cause before the first anniversary of the Change of Control, your Options will remain exercisable until the earlier of: (a) their expiration under the Standard Terms; or (b) the first anniversary of the termination of your employment. For purposes of this Section 3(a)(2), your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment.

(b) Notwithstanding Section 3(a), the Committee may elect to redeem your Options for a cash payment equal to the Change of Control Price less the Exercise Price, multiplied by the number of exercisable Options that you have not yet exercised.

(c) The terms of Sections 3(a) and (b) will not apply to your Options if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Options pursuant to Section 15.2 of the Plan.

4. Nontransferability of Awards . Except as provided in Section 5 or otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Options, and all rights with respect to your Options are exercisable during your lifetime only by you.

5. Beneficiary Designation . You may name any beneficiary or beneficiaries (who may be named contingently or successively) who may then exercise any right under this Agreement in the event of your death. Each beneficiary designation for such purpose will revoke all such prior designations. Beneficiary designations must be properly completed on a form prescribed by the Committee and must be filed with the Company during your lifetime. If you have not designated a beneficiary, your rights under this Agreement will pass to and may be exercised by your estate.

6. Tax Withholding . The Company or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Company will defer payment of cash or the issuance of Shares until this requirement is satisfied. The Company may satisfy this requirement by withholding Shares otherwise issuable based on a value per Share determined by the Company in its discretion.

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7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Options in recognition of unusual or nonrecurring events affecting the Company or its financial statements (such as a Common Stock dividend, Common Stock split, recapitalization, payment of an extraordinary dividend, merger, consolidation, combination, spin-off, distribution of assets to stockholders other than ordinary cash dividends, exchange of shares, or other similar corporate change), or in recognition of changes to applicable laws, regulations, or accounting principles, to prevent unintended dilution or enlargement of the potential benefits of your Options. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment . Shares will be paid to you upon your exercise of any of your Options.

9. Closing Price . For purpose of this Agreement, “Closing Price” will mean the closing price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Shares are quoted at the relevant time), or in the event that there are no Share transactions reported on such tape or other system on the applicable date, the closing price on the immediately preceding date on which Share transactions were reported. Closing Price shall constitute “Fair Market Value” under the Plan for all purposes related to your Options.

10. No Guarantee of Employment . This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate.

11. Governing Law; Choice of Forum . This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any action otherwise regarding this Agreement must be brought in a court in the State of New York, to which jurisdiction the Company and you consent.

12. Miscellaneous .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) the word “Section” refers to a Section in this Agreement. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan.

(b) Any determination or interpretation by the Committee pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and the Company, and you and all Affiliates, regarding your Options. No promises, terms, or agreements of any kind regarding your Options that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable.

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(c) Your Options are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Options on account of any dividend paid on Shares.

(d) The Committee may, in its discretion, settle your Options in the form of cash to the extent settlement in Shares is prohibited by law or would require you or the Company to obtain the approval of any governmental and/or regulatory body. The Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including United States securities laws and any other applicable securities laws.

(e) The issuance of Shares or payment of cash pursuant to your Options is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. The Company’s grant of Options to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Options have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Options hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. As this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Options have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Options, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement or cash attributable to Shares you acquire under this Agreement to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Options are subject to the Company’s performance-based compensation recoupment policy (which currently covers only officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Options, including the grant or

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payment on account of the Options, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Options to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Options are to be presented to you in English. If any such document is translated into a language other than English, the English version will control.

(k) The collection, processing and transfer of your personal data is necessary for the Company’s administration of the Plan, this Agreement and your Options. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by any Affiliates or the Company, and others who provide them services related to your Options (“Service Providers”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. In accepting this agreement, you acknowledge that:

(1) the Affiliates and the Company hold certain personal information about you, including, but not limited to, your name, home address, telephone number, date of birth, social insurance number or other identification number, employee identification number, salary, nationality, job title, or shares of stock or directorships held in Affiliates and the Company, details of all Options awarded, forfeited, on which payment has been made, and/or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”);

(2) the Affiliates, the Company, and Service Providers will transfer Data amongst themselves as necessary for the implementation, administration and management of the Plan, that these recipients may be located in your country, the European Economic Area, the United States, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative and you authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party;

(3) Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan, including but not limited to any applicable retention period necessary for effective or lawful administration of the Plan;

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(4) you may, at any time, exercise your rights under law, to obtain confirmation as to the existence of the Data, verify the content, origin and accuracy of the Data, request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data, and oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in it. You may seek to exercise these rights by contacting your local human resources manager; and

(5) you are not obligated to consent to the collection, use, processing and transfer of Data. However, if you refuse to grant consent under this Section 12 by failing to accept this Agreement you will not receive any Options pursuant to this Agreement, and if you subsequently withdraw your consent under this Section 12 you will forfeit all of your Options. You may contact your local human resources representative for more information on the consequences of your refusal to consent or withdrawal of consent.

(l) In accepting this Agreement, you acknowledge that:

(1) the Plan and this Agreement are each established voluntarily by the Company, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively;

(2) the grant of your Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted repeatedly in the past;

(3) all decisions with respect to future Option grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Options and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Options are an extraordinary item which is outside the scope of your employment contract, if any;

(6) the Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, Termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Option grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Common Stock is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Options or diminution in value of the Options and you irrevocably release the Company and each Affiliate from any such claim that may arise; and

(10) in the event of your Termination, neither your eligibility, nor any right to receive Options, nor any period within which payment may be made on account of your Options, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of your Termination, your right to payment on account of your Options, if any, will not be extended by any notice period mandated under law.

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(m) The Company may impose other requirements as a condition of your Options, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Options, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

13. Amendments . The Committee has the exclusive right to amend this Agreement as long as the amendment does not adversely affect any of your previously-granted Awards in any material way (without your written consent) and is otherwise consistent with the Plan. The Company will give written notice to you (or, in the event of your death, to your beneficiary or estate) of any amendment as promptly as practicable after its adoption.

14. Agreement to Protect Corporate Property . If you have not previously executed an Agreement to Protect Corporate Property (“Property Agreement”), the grant of your Options is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement, and if you do not return a signed copy of the Property Agreement then this Agreement and the Options granted to you will be void. The Company may in its sole discretion allow an extension of time for you to return your signed Property Agreement.

15. Post-Employment Terms Applicable to Insiders and Executive Officers .

(a) The terms of this Section 15 shall apply if you are an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 15(b), any applicable terms of Section 3 will supersede the terms of this Section 15.

(b) If the Committee reasonably finds that, at any time during the Performance Period, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States of America, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, all of your Options will be forfeited immediately.

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(c) Notwithstanding the terms of Section 11 to the contrary, this Section 15 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and you have executed this Agreement.

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Exhibit 10.10

STOCK OPTION AGREEMENT

(Three-Year “Cliff” Exercisability)

MetLife, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name] , [number] Stock Options (your “Options”). Your Options are subject to the terms and conditions of this Stock Option Agreement (this “Agreement”) and the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the “Plan”).

1. Standard Exercise Terms .

(a) Each Option entitles you to purchase one Share for $ [closing price on date of grant] per Share, the Closing Price on the Grant Date (the “Exercise Price”).

(b) Except as provided in Sections 2 and 3, each of your Options will become exercisable on the third anniversary of the Grant Date, and you may exercise your Options until the close of business on [day prior to the tenth (10 ^th ) anniversary of the Grant Date] (the “Standard Terms”). Neither this date, nor any other deadline for exercise of your Options under this Agreement, will be extended regardless of whether you are unable to exercise your Options on that date because it is not a business day, due to trading limitations, or otherwise.

(c) You may exercise any of your Options that have become exercisable by notifying the Company, using procedures that will be established for this purpose, and paying for the Shares at the time you exercise your Options. You may exercise your Options only if the price of Shares is greater than the Exercise Price. Any exercisable Options that you fail to exercise within the applicable period for exercise will be forfeited.

(d) Except as provided in Section 1(e) or (f), you may pay the Exercise Price in one or more of the following ways: (1) in cash, (2) by exchanging Shares you already own (as long as those Shares are not subject to any pledge or other security interest), (3) to the extent permitted by law, through an arrangement with the broker designated by the Company in which the broker will use the proceeds of the sale of a sufficient number of Shares to pay the Exercise Price, or (4) through a combination of the above. The combined value paid must have a value as of the date tendered that is at least equal to the Exercise Price.

(e) If you are either resident or employed in Italy at the time you exercise your Options, then, except as otherwise provided by the Committee: (1) you may pay the Exercise Price, to the extent permitted by law, only through an arrangement with the broker designated by the Company in which the broker will use the proceeds of the sale of a sufficient number of Shares to pay the Exercise Price; and (2) you must sell all of the Shares you acquire through your exercise of the Options immediately upon or contemporaneous with your acquisition of those Shares, except as otherwise provided by the Committee.

(f) If you are either resident or employed in the United Kingdom at the time you exercise your Options, then, except as otherwise provided by the Committee, you may not pay the Exercise Price in whole or in part by exchanging Shares you already own.

(g) You must exercise your Options in accordance with the Company’s insider trading policy and any applicable pre-trading clearance procedures. Your exercise of Options or sale of Shares may be prohibited at certain times, or delayed, due to Share trading volume limitations

imposed by the Company. The issuance of Shares pursuant to your Options is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. No Shares will be issued upon exercise of any of your Options if that issuance or exercise would result in a violation of applicable law, including the federal securities laws and any applicable state or foreign securities laws.

(h) The number of Shares issuable upon exercise of your Options shall be reduced to the nearest whole Share. If you retain some or all of the Shares after you exercise your Options, you will receive evidence of ownership of those Shares.

2. Change of Status . For purposes of this Section 2, your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment. If a Change of Control occurs prior to any of the events described in this Section 2, any applicable terms of Section 3 will supersede the terms of this Section 2.

(a) Long-Term Disability . In the event you qualify for long-term disability benefits under a plan or arrangement offered by the Company or an Affiliate for its Employees, the Standard Terms will continue to apply to your Options. Once this provision applies, no other change of status described in this Sections 2 (except the provision regarding termination for Cause) will affect your Options, even if you subsequently return to active service or your employment with the Company or an Affiliate terminates other than for Cause.

(b) Death . In the event that your employment with the Company or an Affiliate terminates due to your death, all of your Options will be immediately exercisable and will remain exercisable until the close of business on the Expiration Date.

(c) Retirement . If your employment with the Company or an Affiliate terminates (other than for Cause) on or after your early retirement date or normal retirement date (in each case determined under any ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate) (“Retirement”), the Standard Terms will continue to apply to your Options.

(d) Bridge Eligibility . If your employment with the Company or an Affiliate terminates (other than for Cause) with bridge eligibility for retirement-related medical benefits (determined under an ERISA qualified benefit plan offered by the Company or an Affiliate in which you participate, if any) (“Bridge Eligibility”), and your separation agreement (offered to you under the severance program offered by the Company or an Affiliate to its Employees) becomes final, the Standard Terms will continue to apply to your Options.

(e) Termination for Cause . In the event that your employment with the Company or an Affiliate terminates for Cause, all of your Options will be forfeited immediately.

(f) Other Termination of Employment . Unless the Committee determines otherwise, if no other provision in this Section 2 regarding change of status applies, then:

(1) your Options that are exercisable as of the date of termination will remain exercisable until the close of business on the 30 ^th day after the date of your termination or until they would expire under the Standard Terms, whichever period is shorter; and

(2) all of your Options that are not exercisable at the date of termination of your employment with the Company or an Affiliate will be forfeited immediately upon your termination of employment.

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3. Change of Control .

(a) If any of the events described in Section 2 occurs prior to a Change of Control, any applicable terms of Section 2 will supersede the terms of this Section 3. Except as provided in Section 4(b) and 4(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs:

(1) all of your unexercised Options will become exercisable immediately regardless of the applicable exercise schedule; and

(2) notwithstanding any provisions of Section 2 to the contrary, if your employment with the Company or any Affiliate terminates without Cause before the first anniversary of the Change of Control, your Options will remain exercisable until the earlier of: (a) their expiration under the Standard Terms; or (b) the first anniversary of the termination of your employment. For purposes of this Section 3(a)(2), your transfer between the Company and an Affiliate, or among Affiliates, will not be a termination of employment.

(b) Notwithstanding Section 3(a), the Committee may elect to redeem your Options for a cash payment equal to the Change of Control Price less the Exercise Price, multiplied by the number of exercisable Options that you have not yet exercised.

(c) The terms of Sections 3(a) and (b) will not apply to your Options if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Options pursuant to Section 15.2 of the Plan.

4. Nontransferability of Awards . Except as provided in Section 5 or otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Options, and all rights with respect to your Options are exercisable during your lifetime only by you.

5. Beneficiary Designation . You may name any beneficiary or beneficiaries (who may be named contingently or successively) who may then exercise any right under this Agreement in the event of your death. Each beneficiary designation for such purpose will revoke all such prior designations. Beneficiary designations must be properly completed on a form prescribed by the Committee and must be filed with the Company during your lifetime. If you have not designated a beneficiary, your rights under this Agreement will pass to and may be exercised by your estate.

6. Tax Withholding . The Company or an Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Company will defer payment of cash or the issuance of Shares until this requirement is satisfied. The Company may satisfy this requirement by withholding Shares otherwise issuable based on a value per Share determined by the Company in its discretion.

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7. Adjustments . The Committee will make appropriate adjustments in the terms and conditions of your Options in recognition of unusual or nonrecurring events affecting the Company or its financial statements (such as a Common Stock dividend, Common Stock split, recapitalization, payment of an extraordinary dividend, merger, consolidation, combination, spin-off, distribution of assets to stockholders other than ordinary cash dividends, exchange of shares, or other similar corporate change), or in recognition of changes to applicable laws, regulations, or accounting principles, to prevent unintended dilution or enlargement of the potential benefits of your Options. The Committee’s determinations in this regard will be conclusive.

8. Timing of Payment . Shares will be paid to you upon your exercise of any of your Options.

9. Closing Price. For purpose of this Agreement, “Closing Price” will mean the closing price of a Share as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Shares are quoted at the relevant time), or in the event that there are no Share transactions reported on such tape or other system on the applicable date, the closing price on the immediately preceding date on which Share transactions were reported. Closing Price shall constitute “Fair Market Value” under the Plan for all purposes related to your Options.

10. No Guarantee of Employment . This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate.

11. Governing Law; Choice of Forum . This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any action otherwise regarding this Agreement must be brought in a court in the State of New York, to which jurisdiction the Company and you consent.

12. Miscellaneous .

(a) For purposes of this Agreement, “Committee” includes any direct or indirect delegate of the Committee as defined in the Plan and (unless otherwise indicated) the word “Section” refers to a Section in this Agreement. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan.

(b) Any determination or interpretation by the Committee pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and the Company, and you and all Affiliates, regarding your Options. No promises, terms, or agreements of any kind regarding your Options that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable.

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(c) Your Options are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Options on account of any dividend paid on Shares.

(d) The Committee may, in its discretion, settle your Options in the form of cash to the extent settlement in Shares is prohibited by law or would require you or the Company to obtain the approval of any governmental and/or regulatory body. The Committee may, in its discretion, require you at any time to immediately sell Shares you acquire under this Agreement, in which case, the Company shall have the authority to issue sales instructions in relation to such Shares on your behalf. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including United States securities laws and any other applicable securities laws.

(e) The issuance of Shares or payment of cash pursuant to your Options is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. The Company’s grant of Options to you is not intended to be a public offering of securities outside the United States, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities outside the United States, except where required by law. Your Options have not been, and will not be, reviewed by or registered with any securities authorities outside the United States, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Options hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. As this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Options have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Options, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement or cash attributable to Shares you acquire under this Agreement to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

(g) Your Options are subject to the Company’s performance-based compensation recoupment policy (which currently covers only officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Options, including the grant or

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payment on account of the Options, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Options to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Options are to be presented to you in English. If any such document is translated into a language other than English, the English version will control.

(k) The collection, processing and transfer of your personal data is necessary for the Company’s administration of the Plan, this Agreement and your Options. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by any Affiliates or the Company, and others who provide them services related to your Options (“Service Providers”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. In accepting this agreement, you acknowledge that:

(1) the Affiliates and the Company hold certain personal information about you, including, but not limited to, your name, home address, telephone number, date of birth, social insurance number or other identification number, employee identification number, salary, nationality, job title, or shares of stock or directorships held in Affiliates and the Company, details of all Options awarded, forfeited, on which payment has been made, and/or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”);

(2) the Affiliates, the Company, and Service Providers will transfer Data amongst themselves as necessary for the implementation, administration and management of the Plan, that these recipients may be located in your country, the European Economic Area, the United States, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country, that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative and you authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party;

(3) Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan, including but not limited to any applicable retention period necessary for effective or lawful administration of the Plan;

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(4) you may, at any time, exercise your rights under law, to obtain confirmation as to the existence of the Data, verify the content, origin and accuracy of the Data, request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data, and oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in it. You may seek to exercise these rights by contacting your local human resources manager; and

(5) you are not obligated to consent to the collection, use, processing and transfer of Data. However, if you refuse to grant consent under this Section 12 by failing to accept this Agreement you will not receive any Options pursuant to this Agreement, and if you subsequently withdraw your consent under this Section 12 you will forfeit all of your Options. You may contact your local human resources representative for more information on the consequences of your refusal to consent or withdrawal of consent.

(l) In accepting this Agreement, you acknowledge that:

(1) the Plan and this Agreement are each established voluntarily by the Company, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively;

(2) the grant of your Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted repeatedly in the past;

(3) all decisions with respect to future Option grants, if any, will be at the discretion of the Committee, including, but not limited to, the timing of any grants, the number of Options and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Options are an extraordinary item which is outside the scope of your employment contract, if any;

(6) the Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, Termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

(7) the Option grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Common Stock is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Options or diminution in value of the Options and you irrevocably release the Company and each Affiliate from any such claim that may arise; and

(10) in the event of your Termination, neither your eligibility, nor any right to receive Options, nor any period within which payment may be made on account of your Options, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of your Termination, your right to payment on account of your Options, if any, will not be extended by any notice period mandated under law.

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(m) The Company may impose other requirements as a condition of your Options, to the extent the Committee determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Options, or the Plan. To the extent the Company determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

13. Amendments . The Committee has the exclusive right to amend this Agreement as long as the amendment does not adversely affect any of your previously-granted Awards in any material way (without your written consent) and is otherwise consistent with the Plan. The Company will give written notice to you (or, in the event of your death, to your beneficiary or estate) of any amendment as promptly as practicable after its adoption.

14. Agreement to Protect Corporate Property . If you have not previously executed an Agreement to Protect Corporate Property (“Property Agreement”), the grant of your Options is subject to your execution of the Property Agreement provided to you by the Company with respect to this Agreement, and if you do not return a signed copy of the Property Agreement then this Agreement and the Options granted to you will be void. The Company may in its sole discretion allow an extension of time for you to return your signed Property Agreement.

15. Post-Employment Terms Applicable to Insiders and Executive Officers .

(a) The terms of this Section 15 shall apply if you are an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 15(b), any applicable terms of Section 3 will supersede the terms of this Section 15.

(b) If the Committee reasonably finds that, at any time during the Performance Period, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States of America, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, all of your Options will be forfeited immediately.

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(c) Notwithstanding the terms of Section 11 to the contrary, this Section 15 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Agreement, and you have executed this Agreement.

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Exhibit 10.11

METLIFE INTERNATIONAL UNIT OPTION INCENTIVE PLAN

(as amended and restated effective December 3, 2012)

ARTICLE I

PURPOSE

The purpose of the MetLife International Unit Option Incentive Plan, as it may be amended from time to time (the “Plan”), is to foster and promote the long-term financial success of each Affiliate and materially increase the value of each Affiliate by (a) motivating superior performance, and (b) enabling each Affiliate to attract and retain the services of an outstanding management team upon whose judgment, interest, and special effort the successful conduct of its operations is largely dependent.

ARTICLE II

DEFINITIONS

2.1. Definitions . Whenever used herein, the following terms shall have the respective meanings set forth below:

(a) “Act” means the Securities Exchange Act of 1934, as amended.

(b) “Administrator” means the Chief Executive Officer of the Company, or such individual(s) as he shall designate in writing for such purpose from time to time; provided , that with regard to action with respect to any to individual who is (x) subject to Section 16 of the Act; (y) an executive officer of the Company; or (z) subject to Section 4230 of the New York Insurance Law, the Committee may exercise all of the powers of the Administrator and no action by the Administrator shall have any effect unless the Committee approves or ratifies that action.

(c) “Affiliate” includes each corporation, partnership, joint venture, limited liability company, or other entity (not including the Company):

(i) that is within the meaning of that term in Rule 12b-2 of the General Rules and Regulations of the Act, with reference to the Company;

(ii) in which the Company owns, directly or indirectly, at least twenty percent (20%) of the total combined Voting Power of such corporation or of the capital interest or profits interest of such partnership or other entity; or

(ii) which is a partner in a partnership with the Company or any Affiliate as defined in parts (i) or (ii) of this definition.

(d) “Alternative Award” means new rights that:

(i) are based on stock which is traded on an established securities market, or that the Administrator reasonably believes will be so traded within 60 days after the Change of Control;

(ii) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Unit Option with regard to which it is granted, including, but not limited to, an identical or better exercise, eligibility, or vesting schedule and identical or better timing and methods of payment;

(iii) have substantially equivalent economic value to the Unit Options with regard to which it is granted (determined at the time of the Change of Control); and

(iv) have terms and conditions which provide that in the event that of the Participant’s involuntary Termination or is Constructively Terminated, any conditions on a Participant’s rights under, or any restrictions on transfer or exercisability applicable to, the rights shall be waived or shall lapse, as the case may be.

(e) “Approved Retirement” means Termination:

(i) on or after any of the dates indicated below, with credit for purposes of reaching any such date to include credit for service: (x) with any Affiliate; and (y) with American Life Insurance Company and any of its affiliates as of October 31, 2010 (collectively, “Alico”) (to the extent the Participant was an employee of Alico as of October 31, 2010 and to the extent such service was recognized by Alico for any of its retirement plan purposes as of October 31, 2010):

(ii) on or after any date as of which the Participant’s Termination is required under applicable law or employer policy (excluding agreements or contractual obligations in either case applicable solely to an individual employee) in either case due to the Participant attaining a particular age, so long as the Participant has service (as defined in Section 2.1(e)(i)) of at least one year; or

(iii) at times and under such circumstances as determined by the Administrator in its sole discretion;

provided that, in each case, the Administrator may require, as a condition to a Participant’s retirement being an “Approved Retirement” for purpose of the Plan, that the Participant enter into a general release of claims, non-solicitation and/or non-competition agreement in form and substance satisfactory to the Administrator.

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(f) “Board” means the Board of Directors of the Company.

(g) “Cause” means ( i ) the willful failure by the Participant to perform substantially his duties as an Employee (or, should the Participant’s employment transfer to the Company, as an employee of the Company)), other than due to physical or mental illness, after reasonable notice to the Participant of such failure, ( ii ) the Participant’s engaging in serious misconduct that is injurious to the Company or any Affiliate in any way, including, but not limited to, by way of damage to their respective reputations or standings in their respective industries, ( iii ) the Participant’s having been convicted of, or having entered a plea of nolo contendere to, a crime that constitutes a felony or ( iv ) the breach by the Participant of any written covenant or agreement with the Company or any Affiliate not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any Affiliate or not to compete or interfere with the Company or any Affiliate.

(h) “Change of Control” shall be deemed to have occurred if:

(i) any person (within the meaning of Section 3(a)(9) of the Act), including any group (within the meaning of Rule 13d-5(b) under the Act), but excluding the MetLife Policyholder Trust (and any person(s) who would otherwise be described herein solely by reason of having the power to control the voting of the shares held by such Trust) and any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate thereof, acquires “beneficial ownership” (within the meaning of Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 25% or more of the combined Voting Power of the Company’s securities;

(ii) within any 24-month period, the persons who were directors of the Company at the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board or the board of directors of any successor to the Company; provided , however , that any director elected to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this subclause (ii);

(iii) upon the consummation of a merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the assets of the Company which has been approved by the shareholders of the Company (a “Corporate Event”), and immediately following the consummation of which the stockholders of the Company immediately prior to such Corporate Event do not hold, directly or indirectly, a majority of the Voting Power of ( x ) in the case of a merger or consolidation, the surviving or resulting corporation, ( y ) in the case of a share exchange, the acquiring corporation or ( z ) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the relevant Corporate Event, holds more than 25% of the consolidated assets of the Company immediately prior to such Corporate Event; or

(iv) any other event occurs which the Board declares to be a Change of Control.

(i) “Change of Control Price” means the highest price per share of Common Stock offered in conjunction with any transaction resulting in a Change of Control (as determined in

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good faith by the Administrator if any part of the offered price is payable other than in cash) or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Closing Price of the Common Stock on any of the 30 trading days immediately preceding the date on which a Change of Control occurs.

(j) “Closing Price” means, on any date, the closing price of Common Stock as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Common Stock are quoted at the relevant time) on such date. In the event that there are no Common Stock transactions reported on such tape (or such other system) on such date, Closing Price shall mean the closing price on the immediately preceding date on which Common Stock transactions were so reported.

(k) “Code” means the United States Internal Revenue Code.

(l) “Committee” means the Compensation Committee of the Board of Directors of the Company, or the successor committee to such committee, or any other duly authorized committee of such Board of Directors of the Company appointed by the Board of Directors of the Company to administer the Plan, or the Board of Directors of the Company, and the Committee’s designee or delegate.

(m) “Common Stock” means the common stock of the Company, par value United States Dollars $0.01 per share.

(n) “Company” means MetLife, Inc., a Delaware corporation, and any successor thereto.

(o) “Constructively Terminated” means a voluntary Termination by an Employee within ten (10) business days after any of the following actions by the Company, Affiliate, or person acting on behalf of either:

(i) Requiring the Employee to be based as his/her regular or customary place employment at any office or location more than fifty (50) miles from the location at which the Employee performed his/her duties immediately prior to the Change of Control, except for travel reasonably required in the performance of the individual’s responsibilities;

(ii) reducing the Employee’s base salary below the rate in effect at the time of a Change of Control; or

(iii) failing to pay the Employee’s base salary, other wages, or employment-related benefits as required by law.

(p) “Disability” has the meaning given in such long-term disability plan, program, or arrangement maintained by the Company or an Affiliate in which the Participant participates, or in such other long-term disability plan, program, or arrangement in which the Participant participates designated for purposes of this definition at any time, and from time to time, by the Administrator.

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(q) “Employee” means any employee of any Affiliate, as determined by the Administrator in its sole discretion. Notwithstanding the foregoing, the Administrator may revise the definition of Employee so as to conform to the laws of any jurisdiction in accordance with Section 4.3(c) below. For greater clarity, no employee of the Company shall be an Employee.

(r) “Exercise” means a request in writing by the Participant (or another individual in lieu of the Participant pursuant to Section 10.2 of the Plan) to receive payment pursuant to Section 6.4 of the Plan, made consistent with such procedures or rules regarding the form of such a request established from time to time by the Administrator and received by the Plan Administrator or his designee.

(s) “Exercise Price” means an amount determined for each Unit Option by the Administrator at the time of the grant of such Unit Option under this Plan, consistent with Section 6.2 of this Plan.

(t) “Family Member” means, as to a Participant, any ( i ) child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), of such Participant, ( ii ) trust for the exclusive benefit of such persons and ( iii ) other entity owned solely by such persons.

(u) “Market Price” means:

(i) the price of one share of Common Stock as reported in the principal consolidated transaction reporting system for the New York Stock Exchange (or on such other recognized quotation system on which the trading prices of the Common Stock are quoted at the relevant time) at the time of an Exercise, if such Exercise occurs during the trading hours of such exchange or quotation system;

(ii) the opening price of one share of Common Stock at the beginning of the next trading hours referred to in Section 2(u)(i), if an Exercise occurs outside such trading hours; or

(iii) notwithstanding any other terms of this Section 2(u), such or other price as determined by the Administrator in its discretion.

(v) “Participant” means any Employee designated by the Administrator or the Committee to participate in the Plan.

(w) “Termination” means the termination of employment, except that no transfer of employment between an Affiliate and the Company, or between an Affiliate and any other Affiliate will be considered a Termination.

(x) “Unit Option” means the conditional right to receive a cash payment equal to the Market Price less the Exercise Price, if such difference is greater than zero.

(y) “Unit Option Agreement” means an agreement in writing between the Participant and one or more Affiliates that shall specify the number of Unit Options granted, the Exercise Price

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of each Unit Option, the duration of each Unit Option, the time periods during which each Unit Option may be Exercised, the effect of any Termination on Restricted Units, each of which (and such other terms and conditions) as the Administrator shall determine which are not inconsistent with the provisions of the Plan.

(z) “Voting Power” means such number of Voting Securities as shall enable the holders thereof to cast all the votes which could be cast in an annual election of directors of a company, and “Voting Securities” shall mean all securities entitling the holders thereof to vote in an annual election of directors of a company.

2.2. Gender and Number . Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

Participants in the Plan shall be those Employees selected by the Committee or the Administrator to be granted Units Options pursuant to the Plan.

ARTICLE IV

POWERS OF THE COMMITTEE AND THE ADMINISTRATOR

4.1. Power to Grant .

(a) The Committee and the Administrator shall determine the Employees to whom Unit Options shall be granted. The number of Unit Options the Committee may grant shall be unlimited. The number of Unit Options the Administrator may grant to any individual Participant shall be limited to 50,000 in any 12-month period. The Administrator may not grant any Unit Options to any individual who is (x) subject to Section 16 of the Act; (y) an executive officer of the Company; or (z) subject to Section 4230 of the New York Insurance Law, in each case unless the Committee approves or ratifies such a grant.

(b) The Administrator shall determine the terms and conditions of any and all such Unit Options, including the terms of any Unit Option Agreements. The Administrator may establish different terms and conditions for different Participants and for the same Participant for each Unit Option such Participant may receive, whether or not granted at different times. Notwithstanding any other terms of this Plan, no grant of Unit Options shall be effective unless one or more Affiliates approves or ratifies the grant. The Committee’s or Administrator’s grant of Unit Options to an employee of MetLife Group, Inc. shall constitute approval of the grant by MetLife Group, Inc.

4.2. Repricing or Substitution of Unit Options . The Administrator shall not have the right to reprice or otherwise change the Exercise Price of any outstanding Unit Options or to grant new Unit Options under the Plan in substitution for or upon the cancellation of Unit Options previously granted.

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4.3. Administration .

(a) Rules, Interpretations and Determinations . The Plan shall be administered by the Administrator. The Administrator shall have full authority to interpret and administer the Plan, to establish, amend, and rescind rules and regulations relating to the Plan, to provide for conditions deemed necessary or advisable to protect the interests of any Affiliate, to construe Unit Option Agreements and to make all other determinations it determines necessary or advisable for the administration and interpretation of the Plan in order to carry out its provisions and purposes. Determinations, interpretations, or other actions made or taken by the Administrator shall be final, binding, and conclusive for all purposes and upon all persons.

(b) Agents and Expenses . The Administrator may appoint agents (who may be officers or employees of the Company or any Affiliate) to assist in the administration of the Plan and may grant authority to such persons to execute agreements or other documents on the Administrator’s behalf. The Administrator may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. All expenses incurred in the administration of the Plan, including, without limitation, for the engagement of any counsel, consultant or agent, shall be paid by the Company or an Affiliate.

(c) Adjustments to Conform With Law . Notwithstanding anything in the Plan to the contrary, the Administrator may, in its sole discretion, amend or vary the terms of the Plan in order to conform such terms with the requirements of local law or to meet the goals and objectives of the Plan, and may, in its sole discretion, establish administrative rules and procedures to facilitate the operation of the Plan. The Administrator may, where it deems appropriate in its sole discretion, establish one or more sub-plans of the Plan for these purposes.

ARTICLE V

ADJUSTMENTS TO UNIT OPTIONS

The Administrator will make appropriate adjustments in the terms and conditions of Units Options in recognition of unusual or nonrecurring events affecting the Company or its financial statements (such as a Common Stock dividend, Common Stock split, recapitalization, payment of an extraordinary dividend, merger, consolidation, combination, spin-off, distribution of assets to stockholders other than ordinary cash dividends, exchange of shares, or other similar corporate change), or in recognition of changes to applicable laws, regulations, or accounting principles, to prevent unintended dilution or enlargement of the potential benefits of Unit Options. The Administrator’s determinations in this regard will be conclusive.

ARTICLE VI

UNIT OPTIONS

6.1. Grant of Unit Options . Unit Options may be granted to Participants at such time or times as shall be determined by the Committee or the Administrator. Except as otherwise provided herein, the Committee or the Administrator shall have complete discretion in

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determining the number of Unit Options, if any, to be granted to a Participant. Notwithstanding any other terms of this Plan, no grant of Unit Options shall be effective unless one or more Affiliates approves or ratifies the grant and the terms thereof. The Committee’s or the Administrator’s grant of Unit Options to an employee of MetLife Group, Inc. shall constitute approval of the grant by MetLife Group, Inc. Each Unit Option shall be evidenced by a Unit Option Agreement. Any Affiliate that approves or ratifies a grant of Unit Option shall execute the applicable Unit Option Agreement through a representative.

6.2. Exercise Price . Each Unit Option granted pursuant to the Plan shall have an Exercise Price no less than the Closing Price of one share of Common Stock on the date the Unit Option is granted.

6.3. Exercise of Unit Options . Unit Options shall become eligible for Exercise at such times and under such conditions as specified in the applicable Unit Option Agreement. Subject to the provisions of Article VII, once any Unit Option has become eligible for Exercise it shall remain eligible for Exercise for its full term. The Administrator shall determine the term of each Unit Option granted, but in no event shall any such Unit Option remain eligible for Exercise for more than 10 years after the date on which it is granted.

6.4. Payment . Following Exercise of a Unit Option, a cash payment equal to the Market Price less the Exercise Price of the Unit Option, if the result is greater than zero, shall be made to the Participant (or another individual in lieu of the Participant pursuant to Section 10.2 of the Plan). The Affiliate making payment may make such payment in any currency chosen by it in its discretion.

6.3 Substitution . The Administrator may, at any time prior to payment for Unit Options, in its sole discretion, may:

(a) find that the Company or an Affiliate has made an award to the Participant, intended to substitute for Unit Options; that is in substantially the same form as the Unit Options and on the same material terms, but with payment due in Common Stock rather than cash (i.e., stock-payable share appreciation rights); and

(c) in light of such findings, cancel the Unit Options without additional compensation to the Participant.

ARTICLE VII

CHANGES OF STATUS

The applicable Unit Option Agreement will specify the effect of changes of status including Disability, Termination (including Termination for Cause or Approved Retirement) on Units Options.

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ARTICLE VIII

CHANGE OF CONTROL

8.1. Accelerated Vesting and Payment . Subject to the provisions of Section 8.2, in the event of a Change of Control each Unit Option shall be fully eligible for Exercise regardless of the Exercise eligibility schedule otherwise applicable to such Unit Option and, in the even of the Participant’s involuntarily Termination for any reason other than Cause within twelve (12) months of such Change of Control, the Participant shall have until the earlier of (i) twelve (12) months following such termination date, or (ii) the term of the Unit Option, to exercise the Unit Option. In connection with such a Change of Control, the Administrator may, in exercise of discretion, provide that each Unit Option shall, upon the occurrence of such Change of Control, be canceled in exchange for a payment in an amount equal to the excess, if any, of the Change of Control Price over the Exercise Price for such Unit Option.

8.2. Alternative Awards . Notwithstanding Section 8.1, no cancellation, acceleration of eligibility for Exercise, vesting, cash settlement or other payment shall occur with respect to any Unit Option if the Administrator reasonably determines in good faith prior to the occurrence of a Change of Control that such Unit Option shall be honored or assumed, or an Alternative Award substituted therefor, by a Participant’s employer (or the parent or an affiliate of such employer) immediately following the Change of Control.

ARTICLE IX

AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

The Administrator may amend or terminate the Plan at any time in its sole discretion. No amendment or termination of the Plan shall in any manner adversely affect any Unit Option theretofore granted under the Plan without the consent of the Participant.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Nature and Transferability of Unit Options . No Unit Option shall be considered a property interest of any Participant, and such Unit Option shall have no value except as a means of determining, in part, the amount of payments, if any, under the Plan. Without limiting the generality of the foregoing, no Unit Option may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution; provided that the Administrator may, in the Unit Option Agreement or otherwise, permit transfers of rights regarding Unit Options by gift or a domestic relations order to Family Members.

10.2. No Guarantee of Employment or Participation . Nothing in the Plan shall interfere with or limit in any way the right of any Affiliate to terminate any Participant’s employment or service at any time, nor confer upon any Participant any right to continue in the employ of any Affiliate. No Employee shall have a right to be selected as a Participant, or, having been so selected, to receive any future Unit Options.

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10.3 Tax Withholding and Currency . Tax withholding shall be addressed in each Unit Option Agreement. Any Affiliate may make any payment under this Plan in any currency chosen by the Affiliate in its discretion.

10.4. No Limitation on Compensation . Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate to establish other plans, programs, agreements, or arrangements.

10.5. Requirements of Law . The granting of Unit Options and payments upon Exercise thereof shall be subject to all applicable laws, rules, and regulations, to such approvals by any governmental agencies as may be required, and to any Company policy on insider trading.

10.6. Term of Plan . The Plan as amended and restated shall be effective upon its execution by the Administrator. The Plan shall continue in effect until terminated pursuant to Article IX.

10.7. Governing Law . The Plan and all Unit Option Agreements hereunder shall be construed in accordance with and governed by the laws of the State of Delaware of the United States of America, without regard to principles of conflict of laws.

10.8. No Impact on Benefits . Except as may otherwise be specifically stated under any employee benefit plan, policy or program, Unit Options shall not be treated as compensation for purposes of calculating an Employee’s right under any such plan, policy or program.

10.9. No Constraint on Corporate Action . Nothing in this Plan shall be construed ( i ) to limit, impair or otherwise affect the Company’s or any Affiliate’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets or ( ii ) except as provided in Article IX, to limit the right or power of the Company or any Affiliate to take any action which such entity deems to be necessary or appropriate.

10.10. Unfunded Plan . This Plan shall be unfunded and shall not create (or be construed to create) a trust or separate fund. Likewise, this Plan shall not establish any fiduciary relationship between the Company or any Affiliate or the Administrator and the Participant. To the extent that any Participant holds any rights by virtue of being granted a Unit Option under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Affiliate obligated to make payment as determined under the terms of the Unit Option Agreement.

10.11. Obligor . The obligation to make payments due under each Unit Option Agreement, if any, shall be the obligation of the Affiliate determined under the terms of the Unit Option Agreement. In no event shall the Company be obligated to make payments due under this Plan pursuant to any Unit Option Agreement. Payment due from any Affiliate in relation to any Performance Units may be made on behalf of that Affiliate by any other Affiliate.

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10.12. Effect on Unit Options Outstanding . With respect to any Unit Options outstanding as of December 3, 2012:

(a) the term of Sections 2(x) and 6.4 of this Plan (including the definitions of any terms used in those sections) shall supersede any contrary terms of any Unit Option Agreement governing such Unit Options with regard to the determination of payment upon “Surrender” or “Exercise” of those Unit Options.

(b) subject to Section 10.12 of the Plan, the term “Fair Market Value” in the Unit Option Agreement governing such Unit Options shall refer to “Market Price” as defined in this Plan.

(c) subject to Section 10.12 of the Plan, the term “Grant Value” in the Unit Option Agreement governing such Unit Options shall refer to “Exercise Price” as defined in this Plan.

(d) subject to Section 10.12 of the Plan, the term “Surrender” in the Unit Option Agreement governing such Unit Options shall refer to “Exercise” as defined in this Plan.

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Exhibit 10.12

UNIT OPTION AGREEMENT

[Global Affiliate] (the “Global Affiliate”) confirms that, on [grant date] (the “Grant Date”), it granted you, [name] , [number] Unit Options, and approves or ratifies such grant. Your Unit Options are subject to the terms and conditions of this Agreement and of the MetLife International Unit Option Incentive Plan (the “Plan”). Any payment due under this Agreement may be made by any one or more Affiliates (each such Affiliate(s) making any such payment will be known as a “Paying Affiliate”).

1. Standard Exercise Terms .

(a) Each Unit Option entitles you, upon Exercise, to receive a cash payment equal to the Market Price of one share of Common Stock less the Exercise Price, if the difference is greater than zero. The Exercise Price of your Unit Options is $ [price] , the Closing Price on the Grant Date.

(b) Except as provided in Sections 2 and 3, one third (1/3) of each of your Unit Options granted hereunder will become eligible for Exercise on each of the first, second, and third anniversaries of the Grant Date, and you may Exercise your Unit Options which are eligible for Exercise until the close of business in New York City on [day bef 10 ^th anniv of Grant Date] (the “Expiration Date”). Neither this date, nor any other deadline for exercise of your Options under this Agreement, will be extended regardless of whether you are unable to exercise your Options on that date because it is not a business day, due to trading limitations, or otherwise.

(c) You may Exercise any of your Unit Options that have become eligible for Exercise by notifying the Administrator in writing, using procedures that will be established for this purpose. Payment will be made in a currency chosen by the Paying Affiliate.

2. Changes of Status . For purposes of this Section 2, your transfer between an Affiliate and any other Affiliate or the Company will not be a termination of employment. If a Change of Control occurs prior to any of the events described in this Section 2, any applicable terms of Section 3 will supersede the terms of this Section 2.

(a) Disability . In the event of your Disability, your Unit Options will become eligible for Exercise just as they would have if you remained in active service and, once your Unit Options are eligible for Exercise, they may be Exercised at any time until the close of business on the Expiration Date. Any of your Unit Options that are not Exercised within that period will be forfeited. Once this Section 2(a) applies, Sections 2(b), (c), (e) and (f) will not apply to your Unit Options, even if you subsequently return to active service or terminate employment with the any Affiliate or the Company for any reason.

(b) Death . In the event that your employment with the any Affiliate or the Company terminates due to your death, all of your Unit Options will become fully eligible for Exercise as of the date of your death and will remain so until the close of business on the Expiration Date. Any of your Unit Options that are not Exercised within that period will be forfeited.

(c) Approved Retirement . If your employment with any Affiliate or the Company terminates due to your Approved Retirement, your Unit Options will become eligible for

Exercise just as if you had not retired, and you may Exercise your Unit Options which are eligible for Exercise at any time until the close of business on the Expiration Date. Any of your Unit Options that are not Exercised within that period will be forfeited. Subject to Section 2.1(c) of the Plan, you do not need special approval from the Administrator for an Approved Retirement.

(d) Termination for Cause . Notwithstanding any other terms of this Section 2, in the event that your employment with any Affiliate or the Company is terminated for Cause, all of your Unit Options not yet Exercised will be forfeited immediately.

(e) Other Termination of Employment . Unless the Administrator determines otherwise, if your employment with any Affiliate or the Company terminates for any reason other than those otherwise described this Section 2, your Unit Options that are eligible for Exercise as of the date of termination will remain eligible for Exercise for a period of thirty (30) days or until the close of business on the Expiration Date, whichever period is shorter. All of your Unit Options that are not eligible for Exercise at the date of termination will be forfeited immediately, as will any Unit Option that is not Exercised within that period.

3. Change of Control . If any of the events described in Section 2 occurs prior to a Change of Control, any applicable terms of Section 2 will supersede the terms of this Section 3.

(a) Accelerated Exercisability and Payment . Except as provided in Section 3(b), if a Change of Control occurs, all of your outstanding Unit Options not yet eligible for Exercise will become eligible for Exercise immediately, regardless of the applicable Exercise eligibility schedule, and, if your employment is involuntarily terminated for any reason other than Cause within twelve (12) months of such Change of Control, you will have until the earlier of (i) twelve (12) months following such termination date, or (ii) the Expiration Date, to exercise your Unit Options. However, the Administrator may elect to redeem your Unit Options for a cash payment equal to the Change of Control Price less the Exercise Price, multiplied by the number of exercisable Unit Options that you have not yet Exercised.

(b) Alternative Award . Notwithstanding Section 3(a), your Unit Options will not become eligible for Exercise immediately, and they will not be subject to being redeemed with a cash payment to you, if the Administrator reasonably determines in good faith, prior to the Change of Control, that your Unit Options will be honored or assumed, or new rights substituted for the outstanding Unit Options (referred to as an “Alternative Award”) by your employer or an affiliate immediately after the Change of Control. Any Alternative Award must:

(1) be based on stock which is traded on an established securities market, or that the Administrator reasonably believes will be traded on an established securities market within 60 days after the Change of Control;

(2) provide you with rights substantially equivalent to or better than the rights applicable to your Unit Options (including, but not limited to, an identical or better exercise or Exercise eligibility schedule, and identical or better timing and methods of payment);

(3) have substantially equivalent economic value to your Unit Options (determined at the time of the Change of Control); and

(4) provide that, in the event that your employment is involuntarily or Constructively Terminated after a Change of Control, any conditions imposed on your rights under an Alternative Award, including any restrictions on transfer, Exercise eligibility, or exercisability of any Alternative Award, will be waived or will lapse.

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4. Nontransferability of Awards . You may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Unit Options, other than by will or by the laws of descent and distribution. All rights with respect to your Unit Options are exercisable or eligible for Exercise during your lifetime only by you.

5. Estate . Your rights under this Agreement will pass to and may be exercised or Exercised after your death by your estate, except as otherwise required by law. Any payments due you under this Agreement not paid to you as of your death will be paid to your estate, except as otherwise required by law.

6. Tax Withholding . The Paying Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Paying Affiliate will defer payment until this requirement is satisfied.

7. Adjustment of Unit Options. The Administrator will make appropriate adjustments in the terms and conditions of your Units Options in recognition of unusual or nonrecurring events affecting the Company or its financial statements as provided in the Plan. The Administrator’s determination in this regard will be conclusive.

8. Timing of Payment . The Paying Affiliate will pay cash to you following your exercise of any of your Unit Options.

9. Closing Price . “Closing Price” is defined in the Plan.

10. No Guarantee of Employment . This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate.

11. Governing Law; Choice of Forum . This Agreement will be construed in accordance with and governed by the laws of the State of Delaware of the United States of America, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any other action regarding this Agreement must be brought in a court in the State of New York of the United States of America, to which jurisdiction the Administrator, the Global Affiliate and you consent, to the maximum extent consistent with law.

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12. Miscellaneous .

(a) For purposes of this Agreement, “Committee” and “Administrator” includes any direct or indirect delegate of the Committee or Administrator as defined in the Plan or otherwise and (unless otherwise indicated) the word “Section” refers to a Section in this Agreement. “Shares” refer to shares of Common Stock. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan.

(b) Any determination or interpretation by the Administrator pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and all Affiliates regarding your Unit Options. No promises, terms, or agreements of any kind regarding your Unit Options that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable.

(c) Your Unit Options are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Unit Options on account of any dividend paid on Shares.

(d) To the extent that that your Unit Options are replaced by an award payable in Shares, the Administrator may, in its discretion, require you at any time to immediately sell such Shares, in which case, the Administrator shall have the authority to issue sales instructions in relation to such Shares on your behalf. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including United States securities laws and any other applicable securities laws.

(e) Payment pursuant to your Unit Options is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. The grant of Unit Options to you is not intended to be a public offering of securities, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities, except where required by law. Your Unit Options have not been, and will not be, reviewed by or registered with any securities authorities, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Unit Options hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. To the extent that this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Unit Options have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Unit Options, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement (or, to the extent that that your Units are replaced by an award payable in Shares, cash attributable to Shares you acquire), to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

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(g) Your Unit Options are subject to the Company’s performance-based compensation recoupment policy (which currently covers only officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Unit Options, including the grant or payment on account of the Performance Units, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Unit Options to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Administrator, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Unit Options are to be presented to you in English. If any such document is translated into a language other than English, the English version will control.

(k) The collection, processing and transfer of your personal data is necessary for the Company’s administration of the Plan, this Agreement and your Unit Options. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by any Affiliates or the Company, and others who provide them services related to your Unit Options (“Service Providers”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. In accepting this agreement, you acknowledge that:

(1) the Affiliates and the Company hold certain personal information about you, including, but not limited to, your name, home address, telephone number, date of birth, social insurance number or other identification number, employee identification number, salary, nationality, job title, or shares of stock or directorships held in Affiliates and the Company, details of all Unit Options awarded, forfeited, on which payment has been made, and/or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”);

(2) the Affiliates, the Company, and Service Providers will transfer Data amongst themselves as necessary for the implementation, administration and management of the Plan, that these recipients may be located in your country, the European Economic Area, the United States, or elsewhere, and that the recipient’s country may have different data privacy laws and

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protections than your country, that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative and you authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party;

(3) Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan, including but not limited to any applicable retention period necessary for effective or lawful administration of the Plan;

(4) you may, at any time, exercise your rights under law, to obtain confirmation as to the existence of the Data, verify the content, origin and accuracy of the Data, request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data, and oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in it. You may seek to exercise these rights by contacting your local human resources manager; and

(5) you are not obligated to consent to the collection, use, processing and transfer of Data. However, if you refuse to grant consent under this Section 12 by failing to accept this Agreement you will not receive any Unit Options pursuant to this Agreement, and if you subsequently withdraw your consent under this Section 12 you will forfeit all of your Unit Options. You may contact your local human resources representative for more information on the consequences of your refusal to consent or withdrawal of consent.

(l) In accepting this Agreement, you acknowledge that:

(1) the Plan and this Agreement are each established voluntarily by one or more of the Company and its Affiliates, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively;

(2) the grant of your Unit Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Unit Options, or benefits in lieu of Unit Options, even if Unit Options have been granted repeatedly in the past;

(3) all decisions with respect to future Unit Options grants, if any, will be at the discretion of the Committee or Administrator, including, but not limited to, the timing of any grants, the number of Unit Options and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Unit Options are an extraordinary item which is outside the scope of your employment contract, if any;

(6) the Unit Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, Termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

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(7) the Unit Option grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Common Stock is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Unit Options or diminution in value of the Unit Options and you irrevocably release the Company and each Affiliate from any such claim that may arise; and

(10) in the event of your Termination, neither your eligibility, nor any right to receive Unit Options, nor any period within which payment may be made on account of your Unit Options, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of your Termination, your right to payment on account of your Unit Options, if any, will not be extended by any notice period mandated under law.

(m) The Administrator may impose other requirements as a condition of your Unit Options, to the extent the Committee or Administrator determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Unit Options, or the Plan. To the extent the Administrator determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

13. Amendments . The Administrator has the exclusive right to amend this Agreement as long as the amendment is consistent with the Plan. The Administrator will give written notice to you (or, in the event of your death, to your estate) of any amendment as promptly as practicable after its adoption.

14. Additional Terms .

(a) You acknowledge that, subject to the terms of Section 14(d) of this Agreement, the obligation to make each payment due under this Agreement, if any, shall be the obligation the Global Affiliate or, if different, the Paying Affiliate rather than the Global Affiliate. To the extent the Global Affiliate is aware that you are subject to United States income taxation at the time a payment is due, the Paying Affiliate shall be incorporated in the United States or a jurisdiction that has a comprehensive tax treaty with the United States. The obligation to make payments under this Agreement shall be unfunded and unsecured. In no event shall the Company be obligated to make payments due under this Agreement. The Global Affiliate and you agree and acknowledge that, to the extent consistent with applicable law, neither the Unit Options, this Agreement, the Plan nor any rights, obligations, terms and conditions set forth therein or in connection therewith, constitute securities, negotiable instruments, or derivatives instruments or transactions.

(b) Payments pursuant to Section 3 will be made in your then-current payroll currency (or another currency of your choosing) at a reasonable United States currency exchange rate chosen in good faith by the Administrator or the Paying Affiliate. Otherwise, any payment due

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to you will be made in your then-current payroll currency (or other currency of the Administrator or Paying Affiliate’s choosing) at a United States currency exchange rate determined by the Administrator or the Paying Affiliate in their discretion.

(c) To the extent any separate or additional consideration is necessary under applicable law to effectuate the parties’ intentions to be bound by the terms of this Agreement, you agree to pay US$1.00 (One Dollar 00/100 currency of the United States of America) to the Global Affiliate, which shall not be refundable to you.

(d) Notwithstanding anything in this Agreement to the contrary, the Administrator may, at any time prior to payment for your Unit Options, in its sole discretion, find that the Company or an Affiliate has made an award to you intended to substitute for the Unit Options (including but not limited to a contingent right to acquire Common Stock), and that such substitute award is subject to such material terms and conditions that are no less favorable than the material terms and conditions governing your Unit Options and that provide for the same timing for payment as apply to your Unit Options. Upon such a finding, the Administrator may, in its sole discretion, cancel your Unit Options in light of that substitute award without additional compensation to you.

15. Post-Employment Terms Applicable to Insiders and Executive Officers .

(a) The terms of this Section 15 shall apply if you are an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 15(b), any applicable terms of Section 3 will supersede the terms of this Section 15. For purposes of this Section 15, “Insider” means someone subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

(b) If the Committee reasonably finds that, at any time during the Performance Period, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States of America, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, all of your Unit Options not yet Exercised will be forfeited immediately.

(c) Notwithstanding the terms of Section 11 to the contrary, this Section 15 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

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IN WITNESS WHEREOF, the Global Affiliate has caused their duly authorized officers to execute, and you have executed, this Agreement effective on the Grant Date.

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Exhibit 10.13

UNIT OPTION AGREEMENT

(Three-Year “Cliff” Exercisability)

[Global Affiliate] (the “Global Affiliate”) confirms that, on [grant date] (the “Grant Date”), it granted you, [name] , [number] Unit Options, and approves or ratifies such grant. Your Unit Options are subject to the terms and conditions of this Agreement and of the MetLife International Unit Option Incentive Plan (the “Plan”). Any payment due under this Agreement may be made by any one or more Affiliates (each such Affiliate(s) making any such payment will be known as a “Paying Affiliate”).

1. Standard Exercise Terms .

(a) Each Unit Option entitles you, upon Exercise, to receive a cash payment equal to the Market Price of one share of Common Stock less the Exercise Price, if the difference is greater than zero. The Exercise Price of your Unit Options is $ [price] , the Closing Price on the Grant Date.

(b) Except as provided in Sections 2 and 3, each of your Unit Options granted hereunder will become eligible for Exercise on the and third anniversary of the Grant Date, and you may Exercise your Unit Options which are eligible for Exercise until the close of business in New York City on [day bef 10 ^th anniv of Grant Date] (the “Expiration Date”). Neither this date, nor any other deadline for exercise of your Options under this Agreement, will be extended regardless of whether you are unable to exercise your Options on that date because it is not a business day, due to trading limitations, or otherwise.

(c) You may Exercise any of your Unit Options that have become eligible for Exercise by notifying the Administrator in writing, using procedures that will be established for this purpose. Payment will be made in a currency chosen by the Paying Affiliate.

2. Changes of Status . For purposes of this Section 2, your transfer between an Affiliate and any other Affiliate or the Company will not be a termination of employment. If a Change of Control occurs prior to any of the events described in this Section 2, any applicable terms of Section 3 will supersede the terms of this Section 2.

(a) Disability . In the event of your Disability, your Unit Options will become eligible for Exercise just as they would have if you remained in active service and, once your Unit Options are eligible for Exercise, they may be Exercised at any time until the close of business on the Expiration Date. Any of your Unit Options that are not Exercised within that period will be forfeited. Once this Section 2(a) applies, Sections 2(b), (c), (e) and (f) will not apply to your Unit Options, even if you subsequently return to active service or terminate employment with the any Affiliate or the Company for any reason.

(b) Death . In the event that your employment with the any Affiliate or the Company terminates due to your death, all of your Unit Options will become fully eligible for Exercise as of the date of your death and will remain so until the close of business on the Expiration Date. Any of your Unit Options that are not Exercised within that period will be forfeited.

(c) Approved Retirement . If your employment with any Affiliate or the Company terminates due to your Approved Retirement, your Unit Options will become eligible for Exercise just as if you had not retired, and you may Exercise your Unit Options which are eligible for Exercise at any time until the close of business on the Expiration Date. Any of your Unit Options that are not Exercised within that period will be forfeited. Subject to Section 2.1(c) of the Plan, you do not need special approval from the Administrator for an Approved Retirement.

(d) Termination for Cause . Notwithstanding any other terms of this Section 2, in the event that your employment with any Affiliate or the Company is terminated for Cause, all of your Unit Options not yet Exercised will be forfeited immediately.

(e) Other Termination of Employment . Unless the Administrator determines otherwise, if your employment with any Affiliate or the Company terminates for any reason other than those otherwise described this Section 2, your Unit Options that are eligible for Exercise as of the date of termination will remain eligible for Exercise for a period of thirty (30) days or until the close of business on the Expiration Date, whichever period is shorter. All of your Unit Options that are not eligible for Exercise at the date of termination will be forfeited immediately, as will any Unit Option that is not Exercised within that period.

3. Change of Control . If any of the events described in Section 2 occurs prior to a Change of Control, any applicable terms of Section 2 will supersede the terms of this Section 3.

(a) Accelerated Exercisability and Payment . Except as provided in Section 3(b), if a Change of Control occurs, all of your outstanding Unit Options not yet eligible for Exercise will become eligible for Exercise immediately, regardless of the applicable Exercise eligibility schedule, and, if your employment is involuntarily terminated for any reason other than Cause within twelve (12) months of such Change of Control, you will have until the earlier of (i) twelve (12) months following such termination date, or (ii) the Expiration Date, to exercise your Unit Options. However, the Administrator may elect to redeem your Unit Options for a cash payment equal to the Change of Control Price less the Exercise Price, multiplied by the number of exercisable Unit Options that you have not yet Exercised.

(b) Alternative Award . Notwithstanding Section 3(a), your Unit Options will not become eligible for Exercise immediately, and they will not be subject to being redeemed with a cash payment to you, if the Administrator reasonably determines in good faith, prior to the Change of Control, that your Unit Options will be honored or assumed, or new rights substituted for the outstanding Unit Options (referred to as an “Alternative Award”) by your employer or an affiliate immediately after the Change of Control. Any Alternative Award must:

(1) be based on stock which is traded on an established securities market, or that the Administrator reasonably believes will be traded on an established securities market within 60 days after the Change of Control;

(2) provide you with rights substantially equivalent to or better than the rights applicable to your Unit Options (including, but not limited to, an identical or better exercise or Exercise eligibility schedule, and identical or better timing and methods of payment);

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(3) have substantially equivalent economic value to your Unit Options (determined at the time of the Change of Control); and

(4) provide that, in the event that your employment is involuntarily or Constructively Terminated after a Change of Control, any conditions imposed on your rights under an Alternative Award, including any restrictions on transfer, Exercise eligibility, or exercisability of any Alternative Award, will be waived or will lapse.

4. Nontransferability of Awards . You may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Unit Options, other than by will or by the laws of descent and distribution. All rights with respect to your Unit Options are exercisable or eligible for Exercise during your lifetime only by you.

5. Estate . Your rights under this Agreement will pass to and may be exercised or Exercised after your death by your estate, except as otherwise required by law. Any payments due you under this Agreement not paid to you as of your death will be paid to your estate, except as otherwise required by law.

6. Tax Withholding . The Paying Affiliate may withhold amounts it determines are necessary to satisfy tax withhold responsibilities by withholding amounts from payment made under this Agreement, or from other payments due to you to the extent permissible under law, an amount sufficient to satisfy the minimum statutory United States, state, local or other applicable tax withholding requirements. The Paying Affiliate will defer payment until this requirement is satisfied.

7. Adjustment of Unit Options . The Administrator will make appropriate adjustments in the terms and conditions of your Units Options in recognition of unusual or nonrecurring events affecting the Company or its financial statements as provided in the Plan. The Administrator’s determination in this regard will be conclusive.

8. Timing of Payment . The Paying Affiliate will pay cash to you following your exercise of any of your Unit Options.

9. Closing Price . “Closing Price” is defined in the Plan.

10. No Guarantee of Employment . This Agreement is not a contract of employment and it is not a guarantee of employment for life or any period of time. Nothing in this Agreement interferes with or limits in any way the right of the Company or an Affiliate to terminate your employment at any time. This Agreement does not give you any right to continue in the employ of the Company or an Affiliate.

11. Governing Law; Choice of Forum . This Agreement will be construed in accordance with and governed by the laws of the State of Delaware of the United States of America, regardless of the law that might be applied under principles of conflict of laws. Any action to enforce this Agreement or any other action regarding this Agreement must be brought in a court in the State of New York of the United States of America, to which jurisdiction the Administrator, the Global Affiliate and you consent, to the maximum extent consistent with law.

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12. Miscellaneous .

(a) For purposes of this Agreement, “Committee” and “Administrator” includes any direct or indirect delegate of the Committee or Administrator as defined in the Plan or otherwise and (unless otherwise indicated) the word “Section” refers to a Section in this Agreement. “Shares” refer to shares of Common Stock. Any other capitalized word used in this Agreement and not defined in this Agreement, including each form of that word, is defined in the Plan.

(b) Any determination or interpretation by the Administrator pursuant to this Agreement will be final and conclusive. In the event of a conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan control. This Agreement and the Plan represent the entire agreement between you and all Affiliates regarding your Unit Options. No promises, terms, or agreements of any kind regarding your Unit Options that are not set forth, or referred to, in this Agreement or in the Plan are part of this Agreement. In the event any provision of this Agreement is held illegal or invalid, the rest of this Agreement will remain enforceable.

(c) Your Unit Options are not Shares and do not give you the rights of a holder of Shares. You will not be credited with additional Unit Options on account of any dividend paid on Shares.

(d) To the extent that that your Unit Options are replaced by an award payable in Shares, the Administrator may, in its discretion, require you at any time to immediately sell such Shares, in which case, the Administrator shall have the authority to issue sales instructions in relation to such Shares on your behalf. No Shares will be issued or no cash will be paid if that issuance or payment would result in a violation of applicable law, including United States securities laws and any other applicable securities laws.

(e) Payment pursuant to your Unit Options is subject to all applicable laws, rules and regulations, and to any approvals by any governmental agencies or national securities exchanges as may be required. The grant of Unit Options to you is not intended to be a public offering of securities, and the Company has not submitted any registration statement, prospectus, or other securities filing with authorities, except where required by law. Your Unit Options have not been, and will not be, reviewed by or registered with any securities authorities, including but not limited to the securities authorities of Argentina. In accordance with Circular 99 of 2001, from Chile’s Superintendence of Securities, the grant of the Unit Options hereunder is not intended to be a public offering of securities in Chile but instead is intended to be a private placement. To the extent that this is a private placement in Chile, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities, and the Plan is not subject to the supervision of any securities authorities in Chile. This Agreement and all other materials pertaining to your Unit Options have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this offer. If you have any doubts about any of the contents of the materials pertaining to your Unit Options, you should obtain independent professional investment advice.

(f) You agree to repatriate all payments under this Agreement (or, to the extent that that your Units are replaced by an award payable in Shares, cash attributable to Shares you acquire), to the extent required under any applicable legal requirements, such as foreign exchange rules and regulations in your country of residence or country of employment.

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(g) Your Unit Options are subject to the Company’s performance-based compensation recoupment policy (which currently covers only officers or officer-equivalent employees of the Company and its Affiliates) in effect from time to time.

(h) Regardless of any action the Company or any Affiliate takes with respect to any or all tax withholding (including social insurance contributions and payment on account obligations, if any), you acknowledge that the ultimate liability for all such taxes is and remains your responsibility (or that of your beneficiary or estate) and that neither the Company nor any Affiliate makes any representations or undertakings regarding the treatment of any tax withholding in connection with any aspect of any of your Unit Options, including the grant or payment on account of the Performance Units, and that neither the Company nor any Affiliate commits to structure the terms of the grant of or any aspect of any Unit Options to reduce or eliminate your (or you estate’s or any heir’s) liability for such tax. You agree to take any and all actions as may be required to comply with your personal tax obligations.

(i) If you are resident and/or employed in a country that is a member of the European Union, this Agreement is intended to comply with the provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Equal Treatment Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of this Agreement are invalid or unenforceable, in whole or in part, under the Equal Treatment Rules, the Administrator, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

(j) You agree that this Agreement and any other documents related to the Plan or your Unit Options are to be presented to you in English. If any such document is translated into a language other than English, the English version will control.

(k) The collection, processing and transfer of your personal data is necessary for the Company’s administration of the Plan, this Agreement and your Unit Options. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by any Affiliates or the Company, and others who provide them services related to your Unit Options (“Service Providers”), for the exclusive purpose of implementing, administering and managing your participation in the Plan. In accepting this agreement, you acknowledge that:

(1) the Affiliates and the Company hold certain personal information about you, including, but not limited to, your name, home address, telephone number, date of birth, social insurance number or other identification number, employee identification number, salary, nationality, job title, or shares of stock or directorships held in Affiliates and the Company, details of all Unit Options awarded, forfeited, on which payment has been made, and/or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”);

(2) the Affiliates, the Company, and Service Providers will transfer Data amongst themselves as necessary for the implementation, administration and management of the Plan, that these recipients may be located in your country, the European Economic Area, the United States, or elsewhere, and that the recipient’s country may have different data privacy laws and

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protections than your country, that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative and you authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party;

(3) Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan, including but not limited to any applicable retention period necessary for effective or lawful administration of the Plan;

(4) you may, at any time, exercise your rights under law, to obtain confirmation as to the existence of the Data, verify the content, origin and accuracy of the Data, request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data, and oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and your participation in it. You may seek to exercise these rights by contacting your local human resources manager; and

(5) you are not obligated to consent to the collection, use, processing and transfer of Data. However, if you refuse to grant consent under this Section by failing to accept this Agreement you will not receive any Unit Options pursuant to this Agreement, and if you subsequently withdraw your consent under this Section you will forfeit all of your Unit Options. You may contact your local human resources representative for more information on the consequences of your refusal to consent or withdrawal of consent.

(l) In accepting this Agreement, you acknowledge that:

(1) the Plan and this Agreement are each established voluntarily by one or more of the Company and its Affiliates, and that each is discretionary in nature and may be modified, suspended or terminated at any time, as provided in the Plan and this Agreement, respectively;

(2) the grant of your Unit Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Unit Options, or benefits in lieu of Unit Options, even if Unit Options have been granted repeatedly in the past;

(3) all decisions with respect to future Unit Options grants, if any, will be at the discretion of the Committee or Administrator, including, but not limited to, the timing of any grants, the number of Unit Options and vesting provisions;

(4) your participation in the Plan is voluntary;

(5) the Unit Options are an extraordinary item which is outside the scope of your employment contract, if any;

(6) the Unit Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, Termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments;

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(7) the Unit Option grant will not be interpreted to form an employment contract or relationship with any Affiliate or the Company, and you are not an employee of the Company;

(8) the future Closing Price of Common Stock is unknown and cannot be predicted with certainty;

(9) to the fullest extent permitted by law, no claim or entitlement to compensation or damages arises from termination of the Unit Options or diminution in value of the Unit Options and you irrevocably release the Company and each Affiliate from any such claim that may arise; and

(10) in the event of your Termination, neither your eligibility, nor any right to receive Unit Options, nor any period within which payment may be made on account of your Unit Options, if any, will be extended beyond the period specified under this Agreement by any notice period mandated under law ( e.g. , active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of your Termination, your right to payment on account of your Unit Options, if any, will not be extended by any notice period mandated under law.

(m) The Administrator may impose other requirements as a condition of your Unit Options, to the extent the Committee or Administrator determines, in its discretion, that such other requirements are necessary or advisable in order to comply with law or facilitate the operation or administration of this Agreement, your Unit Options, or the Plan. To the extent the Administrator determines in its discretion that you are required to execute any document or undertaking for this purpose, you agree to do so.

13. Amendments . The Administrator has the exclusive right to amend this Agreement as long as the amendment is consistent with the Plan. The Administrator will give written notice to you (or, in the event of your death, to your estate) of any amendment as promptly as practicable after its adoption.

14. Additional Terms .

(a) You acknowledge that, subject to the terms of Section 14(d) of this Agreement, the obligation to make each payment due under this Agreement, if any, shall be the obligation of the Global Affiliate or, if different, the Paying Affiliate rather than the Global Affiliate. To the extent the Global Affiliate is aware that you are subject to United States income taxation at the time a payment is due, the Paying Affiliate shall be incorporated in the United States or a jurisdiction that has a comprehensive tax treaty with the United States. The obligation to make payments under this Agreement shall be unfunded and unsecured. In no event shall the Company be obligated to make payments due under this Agreement. The Global Affiliate and you agree and acknowledge that, to the extent consistent with applicable law, neither the Unit Options, this Agreement, the Plan nor any rights, obligations, terms and conditions set forth therein or in connection therewith, constitute securities, negotiable instruments, or derivatives instruments or transactions.

(b) Payments pursuant to Section 3 will be made in your then-current payroll currency (or another currency of your choosing) at a reasonable United States currency exchange rate chosen in good faith by the Administrator or the Paying Affiliate. Otherwise, any payment due

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to you will be made in your then-current payroll currency (or other currency of the Administrator or Paying Affiliate’s choosing) at a United States currency exchange rate determined by the Administrator or the Paying Affiliate in their discretion.

(c) To the extent any separate or additional consideration is necessary under applicable law to effectuate the parties’ intentions to be bound by the terms of this Agreement, you agree to pay US$1.00 (One Dollar 00/100 currency of the United States of America) to the Global Affiliate, which shall not be refundable to you.

(d) Notwithstanding anything in this Agreement to the contrary, the Administrator may, at any time prior to payment for your Unit Options, in its sole discretion, find that the Company or an Affiliate has made an award to you intended to substitute for the Unit Options (including but not limited to a contingent right to acquire Common Stock), and that such substitute award is subject to such material terms and conditions that are no less favorable than the material terms and conditions governing your Unit Options and that provide for the same timing for payment as apply to your Unit Options. Upon such a finding, the Administrator may, in its sole discretion, cancel your Unit Options in light of that substitute award without additional compensation to you.

15. Post-Employment Terms Applicable to Insiders and Executive Officers .

(a) The terms of this Section 15 shall apply if you are an Insider or an “executive officer” of the Company under the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, at any time during the Performance Period, notwithstanding any other terms of this Agreement, other than Section 3, to the contrary. If a Change of Control occurs prior to the finding described in Section 15(b), any applicable terms of Section 3 will supersede the terms of this Section 15. For purposes of this Section 15, “Insider” means someone subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

(b) If the Committee reasonably finds that, at any time during the Performance Period, whether during your employment with the Company and its Affiliates or thereafter, you directly or indirectly owned any interest in, managed, controlled, participated in, consulted with, or rendered services, as an officer, director, employee, partner, member, consultant, independent contractor or agent, to any person or entities currently engaged in business activities which compete (or will compete based on the anticipated plans of the Company at the time of your employment termination) with the business of MetLife in the United States of America, United Arab Emirates, Hong Kong (Special Administrative Region of the People’s Republic of China), Argentina, United Kingdom and/or in any other country in which MetLife conducts business or has plans to conduct business during your employment or as of the date your employment terminated, then, to the maximum extent permissible by law, all of your Unit Options not yet Exercised will be forfeited immediately.

(c) Notwithstanding the terms of Section 11 to the contrary, this Section 15 will be construed in accordance with and governed by the laws of the State of New York, regardless of the law that might be applied under principles of conflict of laws.

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IN WITNESS WHEREOF, the Global Affiliate has caused their duly authorized officers to execute, and you have executed, this Agreement effective on the Grant Date.

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