code-of-business-conduct-and-ethics by fsd5695

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									       Corporate ethiCs & ComplianCe




Code of
Business
Conduct
and Ethics
2
Table of Contents
Chairman’s Message.................................................................................................4
Introductory Statement.............................................................................................7
In the Workplace ......................................................................................................9
     Respect.............................................................................................................9
     Equal Employment Opportunity ........................................................................9
     Sexual Harassment and Other Discriminatory Harassment ............................. 10
Business Conduct Program .................................................................................... 12
Conflicts of Interest ................................................................................................15.
Outside Activities ................................................................................................... 16
     Officer or Director of Another Business.......................................................... 16
     Outside Employment ..................................................................................... 16
     Vendors, Suppliers and Consultants............................................................... 18
     Gifts and Entertainment ................................................................................ 19
Communication of Conflicts .................................................................................. 20
Public Officials and Other Government Employees ................................................ 22
     Political Contributions.................................................................................... 22
     Entertaining and Giving Gifts to Public Officials ............................................. 23
     Lobbying ....................................................................................................... 24
Compliance with Laws, Rules and Regulations ...................................................... 27
     Insider Trading ............................................................................................... 27
     Antitrust ........................................................................................................ 28
     Money Laundering ........................................................................................ 28
     Foreign Corrupt Practices Act ........................................................................ 29
     Boycotts ........................................................................................................ 31
     Certain Criminal Convictions ......................................................................... 31
Financial Management and Disclosure ................................................................... 32
     Accounting Standards ................................................................................... 32
     Audits and Outside Examinations .................................................................. 33
Protection and Proper Use of Company Assets ...................................................... 35.
     Confidentiality ............................................................................................... 35.
     Technology .................................................................................................... 36
Administration....................................................................................................... 39
     Reporting of Any Illegal or Unethical Behavior ............................................... 39
     Responding to Improper Conduct.................................................................. 40
     Waivers.......................................................................................................... 40
Additional Resources
     Resources List
     Disclosure Guidance
     Frequently Asked Questions




                                                                                                                             3
    Message from the Chairman
                            MetLife has long been dedicated to
                            the highest standards of ethics and
                            integrity. Many years ago, in August
                            1934, Fortune magazine carried a 17-
                            page story on the then-biggest company
                            in the world, MetLife. In analyzing
                            that company, the article made two
                            observations about the reasons for its
                            success — the first was that it offered
    the world something that it wanted and the second was that it
    conducted itself in a way in which the world approved.

    Today, these observations still ring true, and in fact resonate
    even louder. Now more than ever, success in the financial
    industry is dependent upon a company’s excellent reputation
    and its close attention to ethics and compliance.

    This Code of Business Conduct and Ethics summarizes the
    standards that guide our actions. It is imperative that we abide
    by these standards and raise awareness of issues that may
    undermine our Company’s integrity.

    Our future success depends, as always, on earning people’s
    trust. This is the bedrock of our business and I know I can
    count on each of you to continue this legacy by remaining
    dedicated to the highest standards of ethics, integrity and
    trustworthiness in all we do.




    C. Robert Henrikson
    Chairman, President and Chief Executive Officer




4
Integrity
  MetLife’s valuable reputation
    for integrity rests with you
 and how you treat our clients,
      vendors and co-workers.
       A good rule of thumb is
      to treat everyone you do
  business with respect. If you
    are uncertain, turn to your
           manager for advice.




                                   5.
Why should I thInk about
busIness ethIcs?
business ethics will help you
focus your reasoning, explore
your options, and apply the
right values with respect to
the decisions you make.

Isn’t actIng ethIcally just
a matter of folloWIng
the laW?
no. following the law is only
the minimum. acting ethically
means doing the right thing,
even if it’s not required by
law. It means doing more
than the legal minimum and
appropriately considering
others’ interests as well as
your own.

I have a concern that
Isn’t addressed In the
employee code of busIness
conduct and ethIcs. does
thIs mean I shouldn’t
Worry about It?
no. the code does not
address every situation. good
judgment must be your guide.
If you are uncertain about
what to do, stop and ask for
help. you can discuss any
concerns you have with your
manager or any other point
of contact referred to in the
resources list.




6
 Introduction
 MetLife is proud of its reputation for honesty and integrity and is committed to
 these core values. Personal responsibility is also at the core of the Company’s
 principles and culture. MetLife’s reputation depends on you maintaining the
 highest standards of conduct in all business endeavors. You have a personal
 responsibility to protect this reputation, to “do the right thing,” and to act with
 honesty and integrity in all dealings with customers, business partners and each
 other. You should not take unfair advantage of anyone through manipulation,
 concealment, abuse of privileged information, misrepresentation of material facts,
 or any other unfair business practice.

 MetLife expects you to read, understand, and comply with this Code. In many
 places, this Code describes what you “should” do, and MetLife expects you to
 exercise good common sense in doing so. But the Code does not, and cannot,
 address every expectation or condition regarding proper and ethical business
 conduct. The Code is not a substitute for other Company policies and procedures
 or for all of the laws, rules and regulations that apply to Company activities.
 In every business-related endeavor, in addition to following the ethics and
 compliance principles set forth in this Code, MetLife expects you to comply with
 all other applicable corporate policies and procedures, laws, rules and regulations
 and avoid even the appearance of impropriety. Failure to do so could result in
 disciplinary action up to and including termination of employment.

 If you are uncertain about what to do, refer to the relevant section of this Code.
 If you are still unsure, speak with your supervisor or, if you prefer, communicate
 with the appropriate points of contact indicated in the Resources List. If you have
 any doubt, ask for help.

 This Code of Business Conduct and Ethics applies to all associates and officers of
 the subsidiaries and affiliates1 of MetLife, Inc., which are referred to in this Code
 as MetLife or the Company.




1 Affiliate means any corporation, partnership, limited liability company, trust or other entity which directly, or indirectly through one or more intermediaries,
  controls, or is controlled by, MetLife, Inc.



                                                                                                                                                                     7
Respect
  Be aware of sensibilities other
than your own. Don’t do, say or
     display anything that would
      make the people you work
      with uncomfortable. If you
   feel subjected to harassment,
    discrimination, retaliation or
   other misconduct, let MetLife
         management or Human
     Resources know right away.
In the Workplace
MetLife is committed to providing a diverse and inclusive work environment, free
of all forms of unlawful discrimination, including any type of harassment.

respect
The Company’s greatest strength lies in the talent and ability of its associates.
Since working in partnership is vital to MetLife’s continued success, mutual
respect must be the basis for all work relationships. Engaging in behavior that
ridicules, belittles, intimidates, threatens or demeans others affects productivity,
can negatively impact the Company’s reputation and may violate the law.
You are expected to treat others with the same respect and dignity that any
reasonable person may wish to receive, creating a work environment that is
inclusive, supportive and free of harassment and unlawful discrimination.

equal employment opportunity
The talents and skills needed to conduct business successfully are not limited
to any particular group of people. MetLife has a long-standing commitment to
a meaningful policy of equal employment opportunity. The Company’s policy
is to ensure equal employment and advancement opportunity for all qualified
individuals without discrimination because of race, color, religion, gender, age,
disability, national origin, sexual orientation, gender identity, marital status,
genetic information, citizenship status (U.S. associates must be legally authorized
to work in the United States), military obligations, covered veteran status
(disabled veteran, special disabled veteran, veteran of the Vietnam era, recently
separated veteran, other protected veteran, or Armed Forces service medal
veteran) or any other characteristic protected by applicable federal, state or local
law. As part of this commitment, MetLife will make reasonable accommodations
for qualified applicants and employees with disabilities. See the Resources List for
additional guidance.


I belIeve I am qualIfIed for a job posted In another department; hoWever, my coWorkers
are tellIng me not to bother applyIng because rumor has It that a candIdate for the
posItIon has already been IdentIfIed. I stIll Want to apply for the job. should I?
you should apply for the job. metlife has a long-standing policy to ensure equal employment and
advancement opportunity for all qualified individuals. selection is based on the candidate with the
best qualifications and experience, regardless of age or other factors.



                                                                                                      9
     sexual harassment and other Discriminatory harassment
     Sexual harassment and other discriminatory harassment is illegal and violates
     Company policies. Actions or words of a sexual nature that harass or intimidate
     others are strictly forbidden and will not be tolerated. Similarly, actions or words
     that harass or intimidate because of other protected characteristics are also strictly
     prohibited and will not be tolerated.

     Anyone who feels he or she has been subjected to any form of harassment,
     discrimination, retaliation or other misconduct, or is aware of any incident
     of discriminatory harassment or other misconduct in violation of MetLife’s
     policy, should bring this to the immediate attention of MetLife management or
     MetLife’s Employee Relations Consulting Services “ERCS”. Anyone may report
     an incident of discriminatory harassment or other misconduct to his or her
     supervisor or the next higher level of management (e.g., manager, director or
     officer), ERCS (at (877-843-3711), or the Human Resources Business Partner for
     your business. See the Resources List for additional guidance.




     several IndIvIduals In my offIce repeatedly make gender-based comments that I fInd
     unacceptable and that make me uncomfortable. What do I do?
     Words used to harass or intimidate based on gender are prohibited. such comments are inappropriate
     in the workplace. If you are uncomfortable addressing this situation with those people who are
     directly involved, you can speak with your supervisor, employee relations hotline (877-843-3711),
     corporate ethics & compliance or any other point of contact referred to in the resources list found at
     the end of the code of business conduct and ethics.



10
 HonorWhatever you do must be
     able to withstand scrutiny.
   Better yet is not to generate
       scrutiny in the first place.
        Even the appearance of
  misconduct is harmful to our
  reputation. Please make sure
   you understand the Code of
  Business Conduct and Ethics
and, when required, participate
     in the company’s Business
              Conduct Program.
     Business Conduct Program
     The responsibility for maintaining the Company’s reputation for integrity and
     compliance rests in large measure on associates who guide its operations and
     others in particularly sensitive positions. The Business Conduct Program is
     designed to have you affirm your compliance with the standards contained in
     this Code and to help identify situations that may in fact, or in appearance,
     involve conflicts of interest or other improper conduct. You must acknowledge
     that you have read and understand this Employee Code of Business Conduct and
     Ethics. In addition, management-level associates must periodically disclose on a
     Business Conduct Certificate information that is considered to be directly relevant
     to avoiding problems with compliance obligations, self-dealing and impropriety.
     In certain circumstances, disclosure is required even if appropriate approval is
     obtained. An investigation may be conducted to resolve potential problems. All
     associates are required to cooperate in reaching a resolution of any issues found.
     If you are required to complete or update a Business Conduct Certificate, you
     must do so in a timely and forthright manner with accurate responses. Above all,
     you must remember that any act that gives the appearance of being improper can
     damage MetLife’s reputation and impair the public’s confidence in the Company.
     All such acts must be avoided.




     I completed a busIness conduct certIfIcate durIng the annual program. hoWever, my
     sItuatIon has changed and I belIeve there Is somethIng neW I should dIsclose. What
     should I do?
     you must update your certificate whenever there is a change in circumstances. go to the our
     company link on my.metlife.com. select policies from the Inside metlife section. select business
     conduct program under related links box. If you don’t have access to the metlife intranet, you
     should contact bcpatcec@metlife.com and request a business conduct certificate.



12
13
     Loyalty
         Working for other businesses,
           allowing family members to
      take advantage of your position
       at MetLife for their businesses,
          accepting gifts from vendors,
        suppliers and consultants, are
      all areas rife with the possibility
      of the appearance of conflict of
         interest. And they are not the
     only ones. Disclose any potential
       conflict of interest situations to
            your manager immediately.




14
  Conflicts of Interest
  Company policy requires associates to avoid conflicts of interest. A “conflict of
  interest” occurs when your private interest interferes in any way with the interests
  of MetLife. In addition to avoiding conflicts of interest, you should also avoid even
  the appearance of a conflict. A conflict situation can arise when you or a member
  of your family2 takes actions or has interests that may make it difficult for you
  to perform your work for the Company objectively and effectively. A conflict of
  interest can also arise when you or a member of your family receives improper
  personal benefits as a result of your position at MetLife. Though it is impossible
  to list every activity or situation that could present a problem, certain of the more
  obvious ones are noted below.

  You owe a duty to MetLife to advance its legitimate interests. You are prohibited
  from competing with the Company and from using corporate property,
  information or your position for personal opportunities or gain.




  I have been asked to serve on the board of a for-profIt company that Is neIther a
  customer nor a competItor of metlIfe. may I accept the posItIon?
  you may not serve on the board or in any other principal position of a for-profit or publicly held
  organization or company without the prior approval of metlife’s chief executive officer or his
  designee. contact bcpatcec@metlife.com for guidance.

  I have been asked to serve on the pta. may I accept the posItIon?
  yes. While the company requires that you obtain approval from metlife’s chief executive officer
  (or his designee), your department head or metlife’s chief compliance officer before agreeing
  to serve on the board or in a principal position of a trade or professional association or of a
  non-profit organization, this does not include charitable, civic, religious, educational, political or
  social organizations or residential boards, in each case where the activities do not conflict with the
  company’s interests and do not impose excessive demands on your time. however, in no event may
  these outside activities impact in any way your daily job responsibilities at metlife.



2 Family members include your spouse, child, stepchild, grandchild, parent, step-parent, grandparent, sibling, in-laws, domestic partners and anyone living in
  your household and/or economically dependent upon you, including all adoptive relationships, and persons with whom you have other family relationships
  that may affect your judgment.



                                                                                                                                                                 15.
     Outside Activities
     officer or Director of another Business
     You may not serve as a director, officer, trustee or partner or in any other
     principal position of another for-profit or publicly held organization or company
     without the prior approval of MetLife’s Chief Executive Officer (or a designee).
     Such requests for approval should be directed through the office of the Chief
     Compliance Officer. You should obtain approval from MetLife’s Chief Executive
     Officer (or a designee), your department head or MetLife’s Chief Compliance
     Officer before agreeing to serve on the board or in a principal position of a trade
     or professional association or of a non-profit organization if it appears that such
     service may present a real, perceived or potential conflict of interest. In any event,
     these outside activities must not impact in any way your daily job responsibilities
     in your current position.

     outside employment
     Your first loyalty as a MetLife associate is to the Company. Because employment
     outside of MetLife could interfere with your MetLife responsibilities or be
     detrimental to the Company, you are encouraged to discuss such situations
     with your manager or an officer in Corporate Ethics & Compliance. Further,
     special rules apply to Financial Industry Regulatory Authority (FINRA) registered
     representatives and principals and these individuals should refer to the Resources
     List for guidance.

     You may not use or offer for use MetLife resources (time, technology, property or
     information) for non-MetLife business.




     the company my brother Works for Is bIddIng for busIness WIth metlIfe. although
     I do have decIsIon-makIng authorIty for vendor selectIon In my busIness unIt, the
     bIds are for another busIness unIt of metlIfe. do I need to report thIs as a possIble
     conflIct of Interest?
     yes. even though you may not have direct control over the outcome of the bidding process in that
     business unit, the fact that your brother has connections to the company might give the appearance
     of a conflict of interest. the relationship should be reported.



16
17
     Vendors, suppliers and Consultants
     All vendors, suppliers and consultants shall be approved in accordance with
     Company policies and procedures. MetLife’s business relationships must be
     conducted in a fair, ethical and lawful manner. All business relationships with
     vendors, suppliers and consultants shall be based on their reputation for
     service, integrity, quality and delivery, and their ability to competitively meet the
     Company’s business needs.

     If your association with a current or prospective Company vendor, supplier or
     consultant has any potential to create a conflict or even the appearance or
     perception of a conflict of interest, you may not be involved in any way with
     approving, managing or influencing the Company’s business relationship with
     such entity, and you must disclose the relationship to your manager immediately.




     Is It a conflIct of Interest If my spouse, domestIc partner or other close relatIve Works
     for a metlIfe vendor, supplIer, busIness partner or competItor?
     It could be a conflict of interest if you are both privy to sensitive or proprietary information and are
     in a position to influence business decisions. you should discuss the situation with your manager and
     contact corporate ethics & compliance at bcpatcec@metlife.com for guidance.


     I have been asked to serve on an advIsory board for one of our customers.
     What should I do?
     In cases where you are asked to serve on a customer advisory board, speak with your manager and
     contact corporate ethics & compliance for guidance.



18
Gifts and entertainment
The occasional exchange of modest gifts and entertainment can help build
relationships with customers, suppliers, vendors and others. However, receiving
or offering gifts and entertainment must never affect your judgment or that of
others, or even give the appearance of doing so.

Key considerations are any appearance of a conflict of interest, and cost. While
we cannot address every scenario, you are expected to use sound business
judgment in all situations. If you are uncertain about a particular situation, contact
your manager or Corporate Ethics & Compliance.




I Was InvIted to a golf outIng that Is a tWo-hour drIve from my home and the sponsor
offered to fly me to the course on theIr corporate jet. Is thIs permIssIble?
attending the golf outing is reasonable. the expense of a private flight to get there would require a
much higher level of approval, as it could be perceived as creating a conflict of interest. If we expect
to receive a business benefit from the outing, we should generally pay the costs of travel. see the
gifts and entertainment policy found on the resources list for additional guidance.

a fIrm that oWns a luxury box at a local arena offered me tIckets for any event held
there (sportIng events, concerts, races, etc.). may I choose an event that Is not sold out?
no. company policy prohibits soliciting or specifically requesting any gift or form of entertainment.
decisions to attend events you have been invited to should be based on the perceived value to our
business relationship.

I Was offered tIckets to an event by a vendor. I understand that the face value of the
tIckets does not reflect the true value. If I look up the market value on an Internet
tIcket auctIon sIte and reImburse the fIrm for that amount, may I attend the game?
If you can find comparable tickets on an auction site and have management’s approval of the
business need to attend this event, you should purchase the tickets yourself as a business expense.
this would provide appropriate transparency, document approval, and lessen the appearance of a
conflict caused by attending such a high profile event. see the gifts and entertainment policy found
on the resources list for additional guidance.



                                                                                                           19
     The following guiding principles can serve as a starting point:
     •	 Think    of how your actions would be viewed by an objective person.
     •	 Neveraccept or offer gifts or entertainment that appears lavish, improper or
       potentially offensive.
     •	 Never offer or accept gifts or entertainment as an incentive to close a deal or
       influence a decision.
     •	 Never    request gifts or entertainment under any circumstances.
     •	 All   gifts or entertainment should be associated with a business purpose or benefit.
     •	 Never    accept or offer cash or cash equivalents, including gift cards.

         determining the fair market value of an event, all associated expenses (travel,
     •	 In

       lodging, meals, etc.) must be included. The face value of a ticket to sporting or
       other events may be lower than the fair market value.
     •	 Youshould not offer or accept gifts during a bidding process or contract
       negotiation.

     These guidelines apply to all U.S. administrative (non-sales) associates of MetLife.
     Additional rules apply to situations involving FINRA registered persons, brokers,
     MetLife clients or government officials. Certain departments also may have
     specifically-tailored gifts and entertainment policies in place. See the Gifts and
     Entertainment Guidelines document found on the Resources List for more specific
     information, including a chart detailing reporting and approval requirements.


     Communication of Conflicts
     All potential and actual conflicts of interest or material transactions or
     relationships that reasonably could be expected to give rise to such a conflict
     or the appearance of such a conflict must be disclosed. If you have any doubt
     about whether a conflict of interest exists after consulting this Code, you should
     seek assistance from the appropriate persons or entities identified in the
     Resources List.




20
Devotion
      All of us can participate in
      political and governmental
  activities — privately. None of
    us should use company time
  or resources in these activities
       except in connection with
  approved company programs.
       These activities are strictly
   regulated and infractions can
            carry heavy penalties.
       Public Officials and Other
       Government Employees
       political Contributions
       While the Company encourages voluntary participation in political and
       governmental affairs, associates may not use Company time, premises or resources3
       to solicit contributions or any other form of support for any political party,
       organization or committee, candidate for public office or ballot issue, except in
       connection with approved Company programs such as MetLife or Affiliate political
       action committees. No employee of MetLife or an Affiliate shall use Company funds
       or property in support of any political party, organization or committee, candidate
       for public office or ballot issue unless permitted by law and approved by the head
       of the Government and Industry Relations Department (GAIRD).

       Further, there are “pay to play” laws at the federal level and in some states and
       localities that govern campaign contributions to certain elected officials. Some
       of these laws impose monetary restrictions and/or reporting requirements on
       personal contributions to political candidates/committees by certain MetLife
       associates (generally at the officer level), if the Company is bidding for or currently
       has government contracts. To promote Company compliance with applicable
       state and local pay-to-play laws, the Company has developed and implemented
       pay to play policies addressing personal contributions by associates to state or
       local political candidates. For more information, please refer to the Personal
       Political Contributions by Employee page.



       I am very actIve In my chosen polItIcal party and WIsh to solIcIt donatIons from those
       coWorkers Whom I knoW share my vIeWs. Is thIs okay?
       no. associates may not use company time or resources to solicit contributions for any candidate,
       ballot issue or political party, organization or committee. further, the use of coercion of any kind is
       strictly forbidden.


       What Is consIdered company resources for purposes of the ansWer to the questIon
       ImmedIately above?
       company resources include, but are not limited to, office space, telephones, computer equipment,
       fax machines, copy machines, mailing lists, office supplies or administrative support.


     3 Company resources (time, technology, property or information) include, but are not limited to, office space, telephones, computer equipment, fax and copy
       machines, mailing lists, office supplies and administrative support.



22
entertaining and Giving Gifts to public officials
MetLife and its associates are prohibited from providing or directing gifts to or
entertaining U.S. Senators, Members of the U.S. House of Representatives or
their respective staffs, unless pre-approved by GAIRD. This prohibition applies to
all corporate expenditures and personal expenditures. You must contact GAIRD
for pre-approval prior to incurring any entertainment or gift-related expenses for
these federal officials. Federal law prohibits these activities in most instances and
violations can carry both civil and, under certain circumstances, criminal penalties.

MetLife is also required to disclose to the federal government twice a year its
expenditures on certain activities that relate to U.S. federal officials and employees,
including MetLife associates’ attendance at events which honor or recognize
covered government officials. Please refer to the Disclosure of Payments for
Events that Honor or Recognize Public Officials page for more information on
associates’ responsibility to report Company expenditures on such activities.




I understand there are strIct rules governIng the gIvIng of gIfts to or
entertaInIng publIc offIcIals. Where can I fInd more InformatIon?
the code of business conduct and ethics summarizes the company’s position with regard to
such activities. additional information can be obtained from gaIrd. see the resources list for
more information.



                                                                                                 23
     In addition, the entertainment and directing of gifts to state and local public
     officials or government employees and other federal officials and employees
     not specified above are also strictly regulated, and in many cases absolutely
     prohibited, by law. Many local governments, states and the federal government
     have imposed very low dollar thresholds with respect to and sometimes absolute
     prohibitions of these activities, as well as stringent reporting requirements.
     The standards can vary significantly from jurisdiction to jurisdiction, sometimes
     involve criminal as well as civil penalties for violations, and are subject to
     frequent change. A violation of these restrictions or requirements can occur
     even with activities that fall far short of actual criminal bribery of a public official.
     Accordingly, associates must contact GAIRD before undertaking any such activity.

     It is important to keep in mind that under many of these laws, “gift” is defined
     quite broadly to include most goods and services, including meals, tickets to
     sporting and entertainment events, travel expenses and other items “of value,” if
     they are provided free or below cost.

     lobbying
     A related issue concerns “lobbying.” Local governments, the states and the
     federal government define what types of contacts with government officials and
     employees are considered “lobbying.” In general, lobbying includes any written or
     oral communication with a public official intended to influence a governmental
     decision on topics such as legislation, rule making or government contracts. In
     addition, efforts in support of lobbying, such as providing expertise or research
     used in support of lobbying contacts are also covered. “Lobbying” of legislative or
     executive regulatory agencies must usually be reported, and is often accompanied
     by separate and even stricter limitations on entertainment and gifts. Also, because
     of the frequently changing laws in this area, associates may be “lobbying” as
     defined by applicable laws and not be aware of it.




24
Of particular note, associates who participate in federal lobbying activities
on behalf of MetLife, either through their work with GAIRD or through their
involvement in a coalition, trade association or other entity, are required to track
and report to GAIRD on a quarterly basis their time and expenses spent on such
lobbying. Lobbying activity is defined broadly to include time spent discussing and
analyzing federal proposals, even if the associate does not have direct contact
with a government official. For more information on this requirement, please refer
to the Federal Lobbying Disclosure page.

As a result, associates should contact GAIRD prior to any contact with an
elected official, government employee or administrative agency that may involve
communications intended to influence a government decision on topics such
as legislation, rule making or government contracts. GAIRD may also be able to
provide assistance and counsel with the business issue that has given rise to the
need to contact a government representative. If you plan to participate in any
industry groups, trade associations, coalitions or similar organizations that have
contact with public officials, elected officials or regulatory agencies, it should be
discussed and cleared with GAIRD in advance.

Included in the scope is any contact with elected officials, government employees
or administrative agencies undertaken by MetLife or by an intermediary or third
party on MetLife’s behalf. Some states are revising their definition of “lobbying”
to include activities intended to assist a company or other entity in gaining access
to state-based business opportunities (“procurement lobbying”). Any dealings
with government or public officials or agencies, either directly by MetLife sales
associates or by consultants or other third parties on behalf of MetLife, should be
cleared by GAIRD in advance. Any Company associate interested in initiating a
relationship with an outside consultant or third party for such purpose should also
look to GAIRD as a resource to assist in identifying qualified individuals or firms.

Administrative matters performed regularly by designated Company operating
units, such as agent licensing, policy form filings and routine consumer complaint
handling, ordinarily will not require the need for GAIRD involvement. However,
if these routine matters are escalated to higher-level government employees or
become unusual, associates should contact GAIRD.




                                                                                        25.
     Comply
      We must follow the laws
      of the countries in which
        we do business as well
          as all company rules.




26
Compliance with Laws,
Rules and Regulations
In addition to compliance with this Code, MetLife expects that you will comply
fully with all laws, rules and regulations affecting MetLife’s business and its
conduct in business matters both in the United States and in other countries,
as applicable. Where Company policy differs from local law or custom, you
should follow the more restrictive policy. Because the laws that are applicable
to the Company’s businesses are often very complex and penalties for violations
are severe, you should consult with your management and, if appropriate,
the Law Department if you have any questions or concerns. If you suspect or
become aware of a violation of law by an associate or the Company, it is your
responsibility to report the situation to your manager immediately. Certain key
laws are listed below.

insider trading
It is unlawful to buy or sell securities while you are aware of material, non-
public information about the issuer of the securities. This type of activity is
known as “insider trading” and is prohibited by securities laws and Company
policy. Insider trading occurs regardless of how you obtain the material, non-
public information and regardless of whether or not your decision to buy or sell
is influenced by that information. Insider trading also occurs when you provide
material, non-public information to others and they buy or sell securities while
aware of that information.

Information may be material if there is a substantial likelihood that the information
would affect the market price of the security or that a reasonable investor would
consider the information important in deciding whether to buy or sell the security.
Information is considered to be non-public if it has not been disclosed to the public,


I have seen non-publIc InformatIon that metlIfe Is plannIng to market a neW
product that could be a huge success. may I purchase company stock before the
product Is launched?
no. this non-public information would be considered material if there is a substantial likelihood that
the information would affect the price of metlife stock or that a reasonable investor would consider
the information significant in deciding whether or not to buy or sell metlife stock. u.s. securities
laws and metlife policy prohibit the trading of securities based on material, non-public information.



                                                                                                         27
     and generally remains non-public until at least two business days have passed since
     the information was included in a press release, included in a public filing with the
     SEC or reported in a newspaper or other media.

     Substantial penalties may be assessed against people who engage in insider
     trading and can also be imposed upon companies and their officers and directors
     who fail to take appropriate steps to prevent or detect insider trading violations
     by their associates or subordinates. If you engage in insider trading, you could
     be subjected to imprisonment as well as substantial fines. If you violate the
     Company’s insider trading policy, or engage in insider trading in securities of any
     other company, you will be subject to disciplinary action by the Company up to
     and including termination of employment. See the Resources List for additional
     guidance.

     antitrust
     Antitrust laws are designed to preserve and foster free and open competition and
     thereby promote reasonable prices, efficient services and a productive economy.
     Any activity that reduces or limits free and open competition is subject to antitrust
     scrutiny. Deliberate or even inadvertent violations of these laws must not occur.
     For example, the Company may not agree with competitors to fix prices or terms
     of financial services, to divide territories or customers or to boycott anyone. See
     the Resources List for additional guidance.

     money laundering
     Money laundering typically involves using funds obtained from illegal activity in
     financial transactions designed to conceal or disguise the origin of the funds in
     order to make the money appear legitimate or legal. Illegally derived funds may
     be generated by a wide range of activities, such as insider trading, tax evasion,
     illicit drug sales, public corruption and various types of fraud, such as bank fraud,
     securities fraud, insurance fraud and bankruptcy fraud.

     I belong to a trade assocIatIon. at a recent meetIng, a member spoke about hIs
     company’s prIcIng strategy and future prIcIng trends. should I pass thIs InformatIon
     on to our marketIng department?
     no. under no circumstance should you forward the information on to the marketing department.
     you should immediately leave the meeting and contact the law department or corporate ethics &
     compliance. your mere presence during this conversation could give the impression that you are
     participating in an activity restricting free competition.



28
Under the money laundering laws of the U.S., it is a crime if you knowingly
engage in a financial transaction that involves proceeds from criminal activities
or is intended to promote illegal activity. Such knowledge includes “willful
blindness” to the legitimacy of the source of the funds. Severe penalties, including
substantial fines and even imprisonment, can be imposed on companies and their
associates for involvement in or failure to report actual or even suspicious activities
relating to money laundering.

In response to these laws, MetLife maintains a comprehensive money laundering
prevention program administered by Corporate Ethics & Compliance. In addition,
MetLife complies with economic and trade sanctions programs administered
and enforced by the Office of Foreign Assets Control (OFAC). OFAC maintains a
country-specific sanctions program and a list of Specially Designated Nationals
with whom U.S. persons are prohibited from doing business. To comply with the
OFAC requirements, MetLife employs an automated process that compares new
and existing customer names and addresses and payments against the various
lists maintained by OFAC.

Foreign Corrupt practices act
All MetLife associates are representatives of MetLife and must act with honesty
and integrity in all dealings with government officials, customers and business
partners; take personal responsibility for compliance with laws, regulations and
company policies and procedures; and ensure that all information submitted to
MetLife is accurate, particularly information about financial transactions.

MetLife associates must not pay bribes or kickbacks or engage in other corrupt
practices in any business dealings with government officials; request others to do
so; or engage in any dealings that might give the appearance of bribery, kickbacks
or other corrupt practices.

There are laws involving non-U.S. government officials, including the U.S.
Foreign Corrupt Practices Act (“FCPA”), that make bribery, kickbacks or other
corrupt practices serious violations with severe consequences to MetLife and
all its associates.




                                                                                          29
     The FCPA makes it a crime, as well as a civil violation, for:
     •	 anyU.S. citizen, U.S. corporation, branch, subsidiary, partnership or other U.S.
       business, wherever acting,

         make, promise to make or knowingly facilitate the making of a corrupt
     •	 to

       payment to
     •	 any   non-U.S. government official

          the purpose of obtaining or retaining business or securing an improper
     •	 for

       business advantage.

     This prohibition applies to the use of Company funds to make any such payment,
     and also applies to the use of personal funds to make any such payment on
     behalf of or for the benefit of MetLife. For purposes of this prohibition, “non-
     U.S. officials” include but are not limited to employees of public agencies or
     institutions with whom we do or might do business, such as providing group
     insurance; government employees to whom we market financial products; and
     insurance or financial market regulators.

     Companies such as MetLife, whose securities trade on U.S. stock exchanges, are
     also liable if they make, direct or knowingly facilitate any such corrupt payment.
     The U.S. law treats a corporation’s “willful blindness” to corrupt activities as the
     legal equivalent of a knowing facilitation. Willful blindness involves consciously
     ignoring red flags and other evidence that bribery of officials is going on in an
     overseas subsidiary.

     The FCPA also requires companies, such as MetLife, to keep books and records
     that accurately and fairly reflect the nature and purposes of their expenditures,
     and maintain a system of internal controls that reasonably assure that the
     company can provide accurate financial statements and account for its profits,
     losses, assets and liabilities, and ensure that only those with the appropriate
     authority may execute transactions.




30
The FCPA does not prohibit:
•	 payments  of reasonable and bona fide expenses, such as travel and lodging,
  that are directly related to the promotion, demonstration or explanation of a
  product or service, so long as the payment is not for a corrupt purpose, and
•	 paymentsthat are legal under the written laws or regulations of the country in
  which they are made.

See the Resources List for additional guidance.

Boycotts
U.S. antiboycott laws and regulations prohibit or severely restrict the Company
from participating in boycotts against countries friendly to the U.S. and require us
to report both legal and illegal boycott requests to the government.

Certain Criminal Convictions
The U.S. Violent Crime Control and Law Enforcement Act of 1994 provides that
any individual who has been convicted (including a plea of guilty or of no contest)
of any criminal felony involving dishonesty or breach of trust may not engage in
the business of insurance without a written waiver from the insurer. Violations are
punishable by fine and/or imprisonment.

Section 19 of the U.S. Federal Deposit Insurance Act prohibits a person convicted
(including a plea of guilty or of no contest, as well as the entry into a pre-trial
diversion or similar program) of any criminal offense involving dishonesty, breach
of trust or money laundering, from participating, directly or indirectly, in the
conduct or affairs of an institution insured by the U.S. Federal Deposit Insurance
Corporation (FDIC), without a waiver from the FDIC. The FDIC requires a waiver
for all convictions of offenses concerning the illegal manufacture, sale, distribution
of or trafficking in controlled substances. Other criminal convictions may also
make it impossible or inappropriate for MetLife to engage an individual as an
associate or otherwise, depending on the circumstances.

are Insurers prohIbIted from hIrIng or contInuIng to employ IndIvIduals WIth felony
convIctIons InvolvIng dIshonesty or a breach of trust?
yes. the u.s. violent crime control and law enforcement act of 1994 provides that any individual
who has been convicted (including a plea of guilty or of no contest) of any criminal felony involving
dishonesty or breach of trust may not engage in the business of insurance without a written waiver
from the insurer. violations are punishable by fine and/or imprisonment.


                                                                                                        31
     Financial Management and Disclosure
     As a large financial services company, MetLife must maintain strict compliance
     with both the spirit and the letter of all laws and regulations governing disclosure,
     financial reporting and records, and exercise responsible use of and control over
     financial assets.

     accounting standards
     MetLife maintains its accounting records and prepares its financial statements in
     accordance with accounting principles generally accepted in the U.S. and with
     statutory accounting principles, as promulgated by the National Association of
     Insurance Commissioners and other regulating authorities. If you are aware or
     have reason to believe that there are violations of either law or policy regarding
     the Company’s financial records or operations, you are obligated to promptly
     report such information to your manager, the Compliance and Fraud Hotline
     (800-462-65.65.), or the point of contact for Accounting Standards listed on the
     Resources List.




     I knoW We are requIred to report all transactIons accurately and faIrly In the
     company’s fInancIal books and records. but hoW does thIs affect someone Who Is not
     responsIble for any sort of fInancIal or accountIng InformatIon?
     most of us are involved with financial reports of some kind—preparing expense statements,
     approving invoices, signing for receipt of purchased materials. While we may not need to be familiar
     with accounting procedures, we do need to help make sure that every business record is accurate,
     complete and reliable. this standard also applies to all operating reports and records prepared for
     internal or external purposes.


32
audits and outside examinations
There may be occasions when the operations of MetLife are subject to audit or
examination. These reviews may be conducted by internal business units, such
as the Auditing Department, or outside entities, such as the Company’s external
auditor, State Insurance Departments, Financial Industry Regulatory Authority
(FINRA), the Securities and Exchange Commission (SEC) or the Office of the
Comptroller of the Currency (OCC). Both the law and MetLife policy require that
you cooperate fully with all appropriate requests for information, and prohibit
attempting to influence, interfere with or provide inaccurate information in
response to a legitimate audit or examination request. You may not fraudulently
influence, mislead, manipulate or coerce outside auditors if you know or you are
unreasonable in not knowing that by doing so you could render the financial
statements materially misleading or affect the auditors in other ways. If you are
contacted by an outside agency regarding a financial examination or audit, you
must immediately notify the Auditing Department before responding. If the
contact is initiated by a State Insurance or Securities Department, FINRA, the SEC
or the OCC, you should contact Corporate Ethics and Compliance.




                                                                                     33
ProtectNo business, customer or
  associate related information
    should be disclosed beyond
   a strict need -to-know basis.
  Treat information that travels
   through cell phones, e-mail,
   text messages, internet, etc.
       as potentially public, and
representative of the company.
Protection and Proper Use of Company Assets
Safeguarding and appropriately using Company assets, whether those assets
take the form of paper files, electronic data, computer resources, trademarks or
otherwise, is critical.

Confidentiality
MetLife is committed to preserving customer and associate trust. Each employee
must exercise diligence to ensure that all information, whether business, customer
or associate-related, is handled in a confidential manner, and in a way that respects
relevant privacy law. You may not disclose any MetLife information to which you
have access except to those people who have a legitimate business or legal reason
to have access to the information. When you do disclose MetLife information, you
must limit that disclosure to the amount necessary to fulfill the business or legal
purpose for that disclosure. You should note that nothing in this Code prohibits
associates from discussing their own terms and conditions of employment. You
need to take special precautions when transmitting information via e-mail, fax, text
message, the Internet or other media. Remember to treat all such communications
as if they were public documents and printed on MetLife letterhead.




What are some specIfIc examples of customer InformatIon that must be kept
confIdentIal?
customer information that must be kept confidential can range from a customer’s financial
information, income, assets, debts, and credit history, to health information, such as medical records
and prescription information. any personal information, such as driving records or a person’s lifestyle
or hobbies must also be kept confidential. finally, a person’s relationship with metlife, such as
coverage and claims or customer lists, must be protected as well.


my frIend oWns a busIness and Would lIke to market to IndIvIduals In the area. I
have access to a company customer database and could easIly provIde hIm WIth that
InformatIon. may I provIde hIm WIth a lIst generated by our customer database?
no. all employees are required to protect confidential information they gather during the course
of business or to which they have access. employees may access information only when there is an
appropriate business or legal reason to do so, such as to administer or offer our products or services.
you may not provide any information to anyone regardless of the type of information or its source
unless there is a specific company business need for the information and it is appropriate to release
it, or metlife is legally obligated to do so.



                                                                                                          35.
     Special care is needed when:
     •	 HandlingPersonally Identifiable Information (PII). PII is information which can
       be used to identify a person uniquely and reliably, including but not limited to,
       name, social security number, address, telephone number, e-mail address or
       mother’s maiden name.
     •	 Disposing of documents (whether in hard copy or electronic format) containing
       confidential information in compliance with applicable law and the Company’s
       record retention policies.

     In addition, Company meetings are confidential. You may not use audio, video or
     other electronic equipment to record these meetings without a specific business
     purpose and the prior approval of a MetLife officer.

     technology
     Safeguarding computer and other information technology resources is critical
     because the Company relies on technology to conduct daily business. Software
     is provided to enable you to perform your job and is covered by federal copyright
     laws. You may not duplicate, distribute or lend software to anyone unless
     permitted by the license agreement.

     MetLife provides electronic communications capability, such as Internet access, e-mail,
     text messaging, collaborative tools and other means of electronic communications,
     as well as computers and electronic devices that enable those communications,
     such as cell phones and Blackberries, to assist and facilitate the conduct of business.
     All information stored, transmitted, received or contained in these computers and
     devices is the Company’s sole property and is subject to its review at any time. All
     electronic communications and other Internet use must be consistent with MetLife’s




     there’s a lot of obsolete equIpment In my department and I knoW the local school
     could benefIt from It. Why don’t We donate It?
     corporate charitable donations and contributions are subject to a number of legal requirements and
     often have tax, financial, and public relations implications for all parties involved. for this reason,
     we have very specific procedures in place regarding obsolete equipment. additional information is
     available on the It policies and standards website.



36
  policies, practices and commitment to ensuring a work environment where all
  persons are treated with respect and dignity. Because these systems provide access to
  a worldwide audience, you should act at all times as if you are representing MetLife
  to the public, and should preserve MetLife’s system security and protect its name,
  trademarks and other intellectual property. You must act responsibly and adhere to all
  laws and Company policies when using electronic communications and the Internet.

  You must use your computer and these electronic devices appropriately in
  accordance with Company policies and secure them and all data contained in them
  from loss, damage or unauthorized access, reporting all instances of unauthorized
  access to the Information Technology Group. Managers have a responsibility
  to review IT information system access and entitlements for MetLife associates,
  consultants, temporary team members, and any other authorized users a minimum
  of twice a year to ensure that (i) a user’s access to the application or system is
  aligned with his or her job responsibilities, (ii) a user’s access to the application
  or system represents the minimum access necessary to perform his or her job
  responsibilities effectively, (iii) proper segregation of duties4 exists, and (iv) access
  and entitlements are terminated in a timely fashion if a user is no longer with
  MetLife, including by notifying HR immediately of all terminations of employment.
  These rules regarding technology apply as well to any computers or other electronic
  devices not provided by MetLife to the extent that such computers and devices are
  used for the conduct of MetLife business or have costs subsidized by MetLife.




  I suspect that someone Is vIolatIng metlIfe polIcy but I Would feel more comfortable
  reportIng It anonymously. What should I do?
  If you wish to make a report anonymously, you may call the compliance and fraud hotline
  (1-800-462-6565).

  Where do I go WIth routIne questIons about metlIfe’s polIcIes and procedures?
  the first place to go is to your manager. In addition, there is a resources list at the end of the code
  of business conduct and ethics that will assist you in finding specific information about applicable
  laws, rules and regulations as well as metlife’s policies and procedures.



4 Segregation of duties: limiting and/or sharing responsibilities among multiple staff or critical processes. Separation of duties, sometimes called “segregation
  of duties,” is a basic control that assigns responsibility for initiating transactions, recording transactions and custody of assets to separate individuals. It
  requires that, for particular sets of transactions, no single individual be allowed to execute all transactions within the set.



                                                                                                                                                                     37
Disclose
  If you are aware of behavior that
is unethical, illegal or that violates
       this code, you must report it.
Administration
reporting of any illegal or Unethical Behavior
If you are aware of any illegal or unethical behavior or if you believe that
an applicable law, rule or regulation or this Code has been violated, you
must promptly report the matter to any of the following: your manager, the
Compliance and Fraud Hotline, Corporate Ethics & Compliance, the dedicated
Employee Relations line, MetLife’s General Auditor or MetLife’s Chief Compliance
Officer. In addition, if you have a concern about the Company’s accounting
practices, internal accounting controls or auditing matters, you should report your
concerns to any one of these same persons or entities or you may communicate
directly to MetLife, Inc.’s Audit Committee, MetLife, Inc.’s Non-Management
Board members or the Corporate Secretary. The Audit Committee has adopted
procedures for the confidential and anonymous submission to it of concerns
regarding questionable accounting or auditing matters.

If you wish to make a report with respect to any of these matters to the Audit
Committee confidentially and anonymously, you may (i) call the Compliance
and Fraud hotline (1-800-462-6565) and indicate that your communication is a
confidential and anonymous communication intended for the Audit Committee,
(ii) send an e-mail marked “confidential and anonymous” and indicate that it is
intended for the Audit Committee to SIULINE@MetLife.com, or (iii) send a letter
to the Audit Committee in care of the Corporate Secretary.

Your manager is normally the first person you should contact if you have
questions about anything in this Code or if you believe MetLife or an associate
is violating the law or Company policy or engaging in conduct that appears
unethical. Under some circumstances, it may be impractical or you may feel
uncomfortable raising a matter with your manager. In those instances, or if for
any other reason you prefer, you may contact the head of your department or
one of the other persons or entities listed above. Furthermore, you should take
care to report violations to a person who you believe is not involved in the alleged
violation. All reports of alleged violations will be promptly investigated and, if
appropriate, remedied, and if legally required, immediately reported to the proper
governmental authority.




                                                                                       39
     You will be expected to cooperate in assuring that violations of this Code are
     promptly addressed. MetLife has a policy of protecting the confidentiality of
     those making reports of possible misconduct to the maximum extent permitted
     by law. in no event will any retaliation against someone for reporting an
     activity that he or she in good faith believes to be a violation of any law,
     rule, regulation, internal policy or this Code be tolerated by metlife. Any
     supervisor intimidating or imposing sanctions on someone for so reporting a
     matter will be subject to discipline up to and including termination.

     You should know that it is unlawful to retaliate against a person, including with
     respect to his or her employment, for providing truthful information to a law
     enforcement officer relating to the possible commission of any federal offense.

     responding to improper Conduct
     The management of MetLife reserves the sole right to interpret the provisions of this
     Code. Violators of this Code will be subject to disciplinary action. Supervisors and
     managers may also be subject to disciplinary action for failure to properly oversee an
     associate’s conduct, or for retaliation against an associate who reports a violation.

     MetLife’s response to a violation of this Code will depend upon a number of
     factors, including whether the improper behavior involved illegal conduct.
     Disciplinary action may include, but is not limited to, reprimands and warnings,
     probation, suspension, demotion, reassignment, reduction in compensation or
     termination. Truthful disclosure, or the failure to fully disclose the issue and all
     pertinent information with respect to the issue, will be among the considerations
     in the disposition of a violation. Certain actions and omissions prohibited by the
     Code might also be unlawful and could lead to individual criminal prosecution
     and, upon conviction, to fines and imprisonment.

     Waivers
     Waivers of or exceptions to this Code will be granted only under exceptional
     circumstances. If you wish to obtain a waiver from a provision of this Code,
     you should speak with your manager, and your manager should consult with
     the Corporate Ethics & Compliance Department. A waiver of this Code for an
     executive officer of MetLife, Inc. may be made only by the Board of Directors of
     MetLife, Inc. or a committee of the Board and will be publicly disclosed to the
     extent required by applicable law.

40
41
metropolitan life insurance Company
200 Park Avenue
New York, NY 10166
www.metlife.com

1004-1327
© 2010 METLIFE, INC.
                                      42

								
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