8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 22, 2008

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-15787	13-4075851
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Park Avenue, New York, New York	10166-0188
(Address of Principal Executive Offices)	(Zip Code)

212-578-2211

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01      Entry into a Material Definitive Agreement.

On July 22, 2008, the Company established the MetLife, Inc. Director Indemnity Plan (the "Plan"). The Plan covers current directors of the Company and anyone who becomes a director of the Company prior to an amendment of the indemnification provisions of the Company’s bylaws.

The Plan affirms that a director's rights to indemnification and expense advancement under the Company's bylaws are contract rights. The Company's bylaws provide, among other things, for the Company to indemnify, and advance expenses to, a person who is threatened with litigation or made party to a legal proceeding, by reason of serving as a director of the Company. The Plan also provides that advancement of expenses after the director’s service ends shall be made on the same basis as if the director's service had continued. Any amendment or repeal of the rights provided under the Plan will not adversely affect any facts, occurrence, action or omission existing at or prior to the amendment or repeal. On the same date, Metropolitan Life Insurance Company, a subsidiary of the Company, established an indemnity plan providing rights for its directors that are substantially similar to the rights provided under the Plan.

The foregoing description of the Plan is not complete and is qualified in its entirety by reference to the Plan, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.

     (a) Not applicable.
     (b) Not applicable.
     (c) Not applicable.
     (d) Exhibits.

10.1   MetLife, Inc. Director Indemnity Plan

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

METLIFE, INC.
By:	/s/ Gwenn L. Carr
	Name:	Gwenn L. Carr
	Title:	Senior Vice-President and Secretary

Date:  July 25, 2008

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EXHIBIT INDEX

EXHIBIT
NUMBER	EXHIBIT
10.1	MetLife, Inc. Director Indemnity Plan

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EX-10.1

Exhibit 10.1

THE METLIFE, INC. DIRECTOR INDEMNITY PLAN

1.	Purpose of Plan
	MetLife, Inc. (the “Company”) has established this Director Indemnity Plan (the “Plan”), effective July 22, 2008. The purpose of this Plan is to affirm the contractual rights to indemnification and expense advancement provided to the Company’s directors in Sections 6.01 through 6.05 of the Company’s Amended and Restated By-Laws in effect as of the date hereof (the “Indemnity By-Laws”) and to provide for expense reimbursement for former directors.
2.	Covered Persons
	Each director of the Company serving in such capacity on July 22, 2008 or who subsequently becomes a director of the Company prior to any amendment of the Indemnity By-Laws (each, a “Covered Person”) shall be covered by the Plan.
3.	Indemnification and Expense Advancement

a.	The Indemnity By-Laws are incorporated into this Plan in their entirety. Each Covered Person’s right to indemnification and advancement under the Indemnity By-Laws shall be deemed a contract right upon commencement of the Covered Person’s service as a director.
b.	Notwithstanding anything to the contrary in Section 6.03 of the Indemnity By-Laws, advancement of expenses (including attorneys’ fees) incurred by a Covered Person after his or her service to the Company has ceased shall be paid under Section 6.03 on the same basis as would have been paid to such Covered Person had his or her service as a director of the Company continued. Each Covered Person’s right to such advancement of expenses shall be deemed a contract right upon commencement of the Covered Person’s service as a director.
c.	Any actual or purported amendment, modification or repeal of the rights to indemnification and advancement set forth in this Section 3 shall be prospective only and shall not in any way limit, restrict, eliminate or otherwise adversely affect any such rights with respect to any actual or alleged state of facts, occurrence, action or omission existing at or prior to such amendment, modification, or repeal of such rights, or any action, suit or proceeding, whether previously or thereafter brought or threatened, based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission.

4.	Amendment
	This Plan may be amended or terminated by an officer of the Company authorized by the Company’s Board of Directors, provided that no amendment or termination shall affect any rights provided to a Covered Person under Section 3 of this Plan.

5. Miscellaneous

a.	This Plan is intended to confer on Covered Persons indemnification and advancement rights as described herein to the full extent permitted by applicable laws. In the event any provision herein conflicts with any applicable law, such provision shall be deemed modified only to the extent necessary to resolve the conflict.
b.	This Plan will be binding on the Company and its successors. A Covered Person may not assign any rights under the Plan, other than by will or the laws of descent and distribution. A Covered Person’s rights shall inure to the benefit of and be enforceable by and for the benefit of such Person’s heirs, executors and administrators.
c.	This Plan shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.
d.	This document, including any documents incorporated by reference, constitutes the entire Plan. In the event that one or more of the provisions of this Plan shall become unenforceable, the enforceability of the remaining provisions of this Plan shall not be affected.

IN WITNESS WHEREOF, pursuant to the approval of its Board of Directors, the Company has caused the Plan to be executed by an authorized officer in its name on its behalf.

METLIFE, INC.
By:	/s/ C. Robert Henrikson
	C. Robert Henrikson
	Chairman, President and Chief Executive Officer

Date: July 22, 2008

WITNESSED:

/s/ Gwenn L. Carr Gwenn L. Carr

Senior Vice President and Secretary

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