S-8

As filed with the Securities and Exchange Commission on November 5, 2009

Registration No. 333-              

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

METLIFE, INC.

(Exact name of registrant as specified in its charter)

Delaware	13-4075851
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

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

METLIFE INDIVIDUAL DISTRIBUTION SALES DEFERRED COMPENSATION PLAN
(Full title of the plan)

James L. Lipscomb, Esq.
Executive Vice President and General Counsel
MetLife, Inc.
200 Park Avenue
New York, New York 10166-0188
(212) 578-2211

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum
Title of securities to	Amount to be	offering price per	aggregate offering	Amount of
be registered	registered	share	price (2)	registration fee
Obligations Under MetLife Individual Distribution Sales Deferred Compensation Plan (1)	$40,000,000	100%	$40,000,000	$2,232

(1)	The obligations under the MetLife Individual Distribution Sales Deferred Compensation Plan are unsecured general obligations of MetLife, Inc. to pay deferred compensation in accordance with the terms of the MetLife Individual Distribution Sales Deferred Compensation Plan.
(2)	Estimated, in accordance with Rule 457(h) under the Securities Act of 1933, solely for the purpose of determining the registration fee.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed with the U.S. Securities and Exchange Commission (the “Commission”) by MetLife, Inc. (the “Company”) are incorporated herein by reference and made a part hereof:

(a)  The Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and the portions of the Company’s proxy statement for its 2009 Annual Meeting of Stockholders incorporated by reference into the Form 10-K; and

(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 2008.

     All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is incorporated by reference herein modifies or supersedes such statement. Any such statement as so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

Item 4. Description of Securities.

     Under the MetLife Individual Distribution Sales Deferred Compensation Plan (the “Plan”), the Company will provide eligible participants the opportunity to agree to the deferral of a portion of their compensation from Metropolitan Life Insurance Company. The obligations of the Company (the “Obligations”) under the Plan will be unsecured general obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Plan, which is filed as Exhibit 4.1 to this registration statement, and will rank equal in right of payment to other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. This description of the Obligations is qualified in its entirety by reference to Exhibit 4.1, which is incorporated herein by reference pursuant to Rule 411 (b)(3) under the Securities Act of 1933.

     The Plan is administered by a plan administrator (the “Plan Administrator”). The Plan Administrator may amend, suspend or terminate the Plan at any time, except that no such amendment, suspension or termination shall reduce the amount of the deferred accounts of a participant as of the date of such amendment, suspension or termination.

     The Obligations are not convertible into another security of the Company. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. No trustee has been appointed having the authority to take action with respect to the Obligations and each participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any requests for consents, waivers or amendments pertaining to the Obligations, enforcing covenants and taking action upon default.

     The amount of compensation to be deferred by each participant will be determined in accordance with the Plan based on elections by each participant. Each Obligation will be payable

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beginning on a date selected by each participant in accordance with the terms of the Plan, except as otherwise determined under the Plan. The Obligations will be denominated and be payable in United States dollars.

     A participant’s right or the right of any other person to the Obligations cannot be assigned, alienated, sold, garnished, transferred, pledged, or encumbered except by a written designation of a beneficiary under the Plan, by written will, by the laws of descent and distribution, or by a qualified domestic relations order. Payments due after the death of the participant are made to the beneficiary designated by the participant under the Plan, or if there has been no designation, to the participant’s estate.

     The value of a participant’s deferred compensation account will be adjusted to reflect the simulated investment performance of one or more investment funds offered under the Plan (the “Investment Tracking Funds”) and selected by the participant for such purposes in the deferral election. The simulated investment performance will be on a total return basis, giving effect to increases or decreases in value of the selected Investment Tracking Funds plus dividends, if any, on a reinvested basis.

     The primary source of the Company’s liquidity is dividends it receives from its insurance subsidiaries. The Company’s insurance subsidiaries are subject to regulatory restrictions on the payment of dividends imposed by the regulators of their respective domiciles. The dividend limitation for U.S. insurance subsidiaries is based on the surplus to policyholders at the immediately preceding calendar year and statutory net gain from operations for the immediately preceding calendar year. Statutory accounting practices, as prescribed by insurance regulators of various states in which the Company conducts business, differ in certain respects from accounting principles used in financial statements prepared in conformity with GAAP. The significant differences relate to the treatment of deferred policy acquisition costs, certain deferred income tax, required investment reserves, reserve calculation assumptions, goodwill and surplus notes. Management of the Company cannot provide assurances that the Company’s insurance subsidiaries will have statutory earnings to support payment of dividends to the Company in an amount sufficient to fund its cash requirements and pay cash dividends and that the applicable insurance departments will not disapprove any dividends that such insurance subsidiaries must submit for approval.

      The table below sets forth the dividends permitted to be paid by the respective insurance subsidiary without insurance regulatory approval:

	2009
	Permitted w/o
Company	Approval (1)
	(In millions)
Metropolitan Life Insurance Company	$	552
MetLife Insurance Company of Connecticut	$	714
Metropolitan Tower Life Insurance Company	$	88
Metropolitan Property and Casualty Insurance Company	$	9

(1) Reflects dividend amounts that may be paid during 2009 without prior regulatory approval. However, if paid before a specified date during 2009, some or all of such dividends may require regulatory approval.

     Liquidity is also provided by a variety of short-term instruments, including commercial paper. Capital is provided by a variety of instruments, including medium- and long-term debt, junior subordinated debt securities, collateral financing arrangements, capital securities and stockholders’ equity. The diversity of the Company’s funding sources enhances funding flexibility and limits dependence on any one source of funds and generally lowers the cost of funds. Other sources of the Company’s liquidity include programs for short- and long-term borrowing, as needed.

     The Company is subject to risk-based and leverage capital guidelines issued by the federal banking regulatory agencies for banks and financial holding companies. The federal banking regulatory agencies are required by law to take specific prompt corrective actions with respect to institutions that do not meet minimum capital standards.

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Item 5. Interests of Named Experts and Counsel.

     The validity of the Obligations will be passed upon for the Company by Matthew Ricciardi, Esq., Chief Counsel — Public Company & Corporate Law of Metropolitan Life Insurance Company, an affiliate of the Company. Mr. Ricciardi is paid a salary by an affiliate of the Company, is a participant in various employee benefit plans offered by the Company and its affiliates to employees generally, holds common stock of the Company and is paid equity-based compensation in accordance with the Company’s compensation programs.

Item 6. Indemnification of Directors and Officers.

     The Company’s directors and officers may be indemnified against liabilities, fines, penalties and claims imposed upon or asserted against them as provided in the Delaware General Corporation Law, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws, and (in the case of the Company’s directors) the MetLife, Inc. Director Indemnity Plan. Such indemnification covers all costs and expenses incurred by a director or officer in his capacity as such. The stockholders of the Company, the Board of Directors, by a majority vote of a quorum of disinterested directors or by determination of a committee of disinterested directors appointed by the Board, or, under certain circumstances, independent counsel appointed by the Board of Directors, must determine that the director or officer seeking indemnification satisfied the applicable standard of conduct set forth in the Delaware General Corporation Law and the Amended and Restated By-Laws of the Company. In addition, the Delaware General Corporation Law and the Company’s Amended and Restated Certificate of Incorporation may, under certain circumstances, eliminate the liability of directors and officers in a stockholder or derivative proceeding.

     If the person involved is not a director or officer of the Company, the Board of Directors may cause the Company to indemnify, to the same extent allowed for the Company’s directors and officers, such person who was or is a party to a proceeding by reason of the fact that he is or was the Company’s employee or agent, or is or was serving at the Company’s request as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity.

     The Company has in force and effect policies insuring its directors and officers against losses which they or any of them will become legally obligated to pay by reason of any actual or alleged error or misstatement or misleading statement or act or omission or neglect or breach of duty by the directors and officers in the discharge of their duties, individually or collectively, or any matter claimed against them by reason of their being directors or officers. Such coverage is limited by the specific terms and provisions of the insurance policies.

Item 7. Exemption From Registration Claimed.

Not applicable.

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Item 8. Exhibits.

The Exhibits to this registration statement are listed in the Exhibit Index of this registration statement, which index is incorporated herein by reference.

Item 9. Undertakings.

(A). The undersigned registrant hereby undertakes:

(1). To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

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(2).	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3).	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(B). The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(C). Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 27^th day of October, 2009.

METLIFE, INC.

By:	/s/ C. Robert Henrikson
	Name:	C. Robert Henrikson
	Title:	Chairman, President and Chief Executive Officer

Each person whose signature appears below under the heading Signatures for Registration Statement hereby individually, and not jointly with the other signatories, and as if this constituted a separate power of attorney for each principal, authorizes and appoints C. Robert Henrikson, James L. Lipscomb and Steven J. Goulart, each of whom may act individually and none of whom is required to act jointly with any of the others, as such person’s attorney-in-fact and agent, with full power of substitution and resubstitution, to sign and file on such person’s behalf in each capacity stated below (i) any and all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed by MetLife, Inc. pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and (ii) any and all other instruments which any of such attorneys-in-fact and agents deems necessary or advisable to comply with the Securities Act of 1933, the rules, regulations and requirements of the Securities and Exchange Commission and Blue Sky or other state securities laws and regulations, as fully as such person could do in person, hereby verifying and confirming all that such attorneys-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior powers of attorney.

NOTICES RELATED TO POWERS OF ATTORNEY

The following notices are provided pursuant to the New York General Obligations Law since this power of attorney may be executed in New York State.

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5,

Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

 (1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

 (2) avoid conflicts that would impair your ability to act in the principal’s best interest;

 (3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

 (4) keep a record or all receipts, payments, and transactions conducted for the principal; and

 (5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent:

The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

SIGNATURES FOR REGISTRATION STATEMENT

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

NAME	TITLE	DATE
/s/ Sylvia Mathews Burwell	Director	October 27, 2009
Sylvia Mathews Burwell
/s/ Eduardo Castro-Wright	Director	October 27, 2009
Eduardo Castro-Wright
	Director
Burton A. Dole, Jr.
/s/ Cheryl W. Grisé	Director	October 27, 2009
Cheryl W. Grisé
/s/ C. Robert Henrikson	Chairman, President and Chief	October 27, 2009
C. Robert Henrikson	Executive Officer
	(Principal Executive Officer)
/s/ R. Glenn Hubbard	Director	October 27, 2009
R. Glenn Hubbard
/s/ John M. Keane	Director	October 27, 2009
John M. Keane
/s/ Alfred F. Kelly, Jr.	Director	October 27, 2009
Alfred F. Kelly, Jr.
/s/ James M. Kilts	Director	October 27, 2009
James M. Kilts
/s/ Catherine R. Kinney	Director	October 27, 2009
Catherine R. Kinney
/s/ Hugh B. Price	Director	October 27, 2009
Hugh B. Price
/s/ David Satcher	Director	October 27, 2009
David Satcher

NAME	TITLE	DATE
/s/ Kenton J. Sicchitano	Director	October 27, 2009
Kenton J. Sicchitano
/s/ William C. Steere, Jr.	Director	October 27, 2009
William C. Steere, Jr.
/s/ Lulu C. Wang	Director	October 27, 2009
Lulu C. Wang
/s/ William J. Wheeler	Executive Vice President and	October 27, 2009
William J. Wheeler	Chief Financial Officer
	(Principal Financial Officer)
/s/ Peter M. Carlson	Executive Vice President, Finance	October 27, 2009
Peter M. Carlson	Operations and Chief Accounting
	Officer
	(Principal Accounting Officer)

AGENTS’ SIGNATURES AND ACKNOWLEDGMENTS OF APPOINTMENT:

It is not required that the principal(s) and the agent(s) sign at the same time, nor that multiple agents sign at the same time.

We, C. Robert Henrikson, James L. Lipscomb and Steven J. Goulart, have read the foregoing Power of Attorney. We are the persons identified therein as agent(s) for the principal(s) named therein.

We acknowledge our legal responsibilities.

Agent(s) sign(s) here:==>

	Date
/s/ C. Robert Henrikson	October 27, 2009
C. Robert Henrikson
/s/ James L. Lipscomb	October 30, 2009
James L. Lipscomb
/s/ Steven J. Goulart	October 29, 2009
Steven J. Goulart

NOTARIZATION

STATE OF NEW YORK

COUNTY OF NEW YORK

Before me, the undersigned authority, on this day personally appeared (check applicable individual(s)):

þ Sylvia Mathews Burwell

þ Eduardo Castro-Wright

o Burton A. Dole, Jr.

þ Cheryl W. Grisé

þ C. Robert Henrikson

þ R. Glenn Hubbard

þ John M. Keane

þ Alfred F. Kelly, Jr.

þ James M. Kilts

þ Catherine R. Kinney

þ Hugh B. Price

þ David Satcher

þ Kenton J. Sicchitano

þ William C. Steere, Jr.

þ Lulu C. Wang

o William J. Wheeler

o Peter M. Carlson

o James L. Lipscomb

o Steven J. Goulart

personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he/she/they executed the same in his/her/their capacities, and that by his/her/their signature(s) on the instrument, the individual(s), or the person on behalf of whom the individual(s) acted, executed this instrument for the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 27^th DAY OF October, 2009.

(SEAL)

/s/ Susan May

NOTARY PUBLIC

Susan May
Notary Public-State of New York
No. 01D16086282
Qualified in Queens County
My Commission Expires May 21, 2011

NOTARIZATION

STATE OF NEW YORK

COUNTY OF NEW YORK

Before me, the undersigned authority, on this day personally appeared (check applicable individual(s)):

o Sylvia Mathews Burwell

o Eduardo Castro-Wright

o Burton A. Dole, Jr.

o Cheryl W. Grisé

o C. Robert Henrikson

o R. Glenn Hubbard

o John M. Keane

o Alfred F. Kelly, Jr.

o James M. Kilts

o Catherine R. Kinney

o Hugh B. Price

o David Satcher

o Kenton J. Sicchitano

o William C. Steere, Jr.

o Lulu C. Wang

þ William J. Wheeler

o Peter M. Carlson

o James L. Lipscomb

o Steven J. Goulart

personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he/she/they executed the same in his/her/their capacities, and that by his/her/their signature(s) on the instrument, the individual(s), or the person on behalf of whom the individual(s) acted, executed this instrument for the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 27^th DAY OF OCTOBER, 2009.

(SEAL)

/s/ Brenda Chiarello

NOTARY PUBLIC

Brenda Chiarello
Notary Public, State of New York
No. 01CH6020407
Qualified in Queens County
Certificate Filed in New York County
Commission Expires March 1, 2011

NOTARIZATION

STATE OF NEW YORK

COUNTY OF NEW YORK

Before me, the undersigned authority, on this day personally appeared (check applicable individual(s)):

o Sylvia Mathews Burwell

o Eduardo Castro-Wright

o Burton A. Dole, Jr.

o Cheryl W. Grisé

o C. Robert Henrikson

o R. Glenn Hubbard

o John M. Keane

o Alfred F. Kelly, Jr.

o James M. Kilts

o Catherine R. Kinney

o Hugh B. Price

o David Satcher

o Kenton J. Sicchitano

o William C. Steere, Jr.

o Lulu C. Wang

o William J. Wheeler

þ Peter M. Carlson

o James L. Lipscomb

o Steven J. Goulart

personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he/she/they executed the same in his/her/their capacities, and that by his/her/their signature(s) on the instrument, the individual(s), or the person on behalf of whom the individual(s) acted, executed this instrument for the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 27^th DAY OF OCTOBER, 2009.

(SEAL)

/s/ Brenda Chiarello

NOTARY PUBLIC

Brenda Chiarello
Notary Public, State of New York
No. 01CH6020407
Qualified in Queens County
Certificate Filed in New York County
Commission Expires March 1, 2011

NOTARIZATION

STATE OF NEW YORK

COUNTY OF NEW YORK

Before me, the undersigned authority, on this day personally appeared (check applicable individual(s)):

o Sylvia Mathews Burwell

o Eduardo Castro-Wright

o Burton A. Dole, Jr.

o Cheryl W. Grisé

o C. Robert Henrikson

o R. Glenn Hubbard

o John M. Keane

o Alfred F. Kelly, Jr.

o James M. Kilts

o Catherine R. Kinney

o Hugh B. Price

o David Satcher

o Kenton J. Sicchitano

o William C. Steere, Jr.

o Lulu C. Wang

o William J. Wheeler

o Peter M. Carlson

þ James L. Lipscomb

o Steven J. Goulart

personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he/she/they executed the same in his/her/their capacities, and that by his/her/their signature(s) on the instrument, the individual(s), or the person on behalf of whom the individual(s) acted, executed this instrument for the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 30^th DAY OF OCTOBER, 2009.

(SEAL)

/s/ Brenda Chiarello

NOTARY PUBLIC

Brenda Chiarello
Notary Public, State of New York
No. 01CH6020407
Qualified in Queens County
Certificate Filed in New York County
Commission Expires March 1, 2011

NOTARIZATION

STATE OF NEW YORK

COUNTY OF NEW YORK

Before me, the undersigned authority, on this day personally appeared (check applicable individual(s)):

o Sylvia Mathews Burwell

o Eduardo Castro-Wright

o Burton A. Dole, Jr.

o Cheryl W. Grisé

o C. Robert Henrikson

o R. Glenn Hubbard

o John M. Keane

o Alfred F. Kelly, Jr.

o James M. Kilts

o Catherine R. Kinney

o Hugh B. Price

o David Satcher

o Kenton J. Sicchitano

o William C. Steere, Jr.

o Lulu C. Wang

o William J. Wheeler

o Peter M. Carlson

o James L. Lipscomb

þ Steven J. Goulart

personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he/she/they executed the same in his/her/their capacities, and that by his/her/their signature(s) on the instrument, the individual(s), or the person on behalf of whom the individual(s) acted, executed this instrument for the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 29^th DAY OF OCTOBER, 2009.

(SEAL)

/s/ Brenda Chiarello

NOTARY PUBLIC

Brenda Chiarello
Notary Public, State of New York
No. 01CH6020407
Qualified in Queens County
Certificate Filed in New York County
Commission Expires March 1, 2011

EXHIBIT INDEX

Exhibit
Number	Description
4.1	MetLife Individual Distribution Sales Deferred Compensation Plan.
5.1	Opinion of Matthew Ricciardi, Esq., Chief Counsel-Public Company & Corporate Law of Metropolitan Life Insurance Company, an affiliate of the Company, regarding the legality of the Obligations registered hereunder.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Matthew Ricciardi, Esq., Chief Counsel-Public Company & Corporate Law of Metropolitan Life Insurance Company, an affiliate of the Company (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signature page to this registration statement).

EX-4.1

Exhibit 4.1

This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933 as amended.

MetLife Individual Distribution Sales Deferred Compensation Plan
(effective January 1, 2010)

1.

Purpose. The purpose of the Plan is to provide an opportunity for Participants in a select group of highly compensated employees within the meaning of Sections 201(2) and 301(a)(3) of ERISA, to delay receipt of certain compensation until a later date, at which time payment of the compensation will be made after adjustment for the simulated investment experience of such compensation from the date of deferral. The Plan is intended to comply with Legal Deferral Requirements and to be consistent with the requirements for registration with the U.S. Securities and Exchange Commission on a Form S-8 of debt incurred by MetLife, Inc. and shall be interpreted and administered consistent with that intent.

2.

Plan Administration.

2.1.	The Plan Administrator shall administer the Plan.
2.2.	The Plan Administrator may establish, amend, and rescind rules and regulations relating to the Plan, provide for conditions necessary or advisable to protect the interest of the Affiliates, construe all communications related to the Plan, and make all other determinations it deems necessary or advisable for the administration and interpretation of the Plan. The Plan Administrator may conform any provision of this Plan to the extent such provision is inconsistent with Legal Deferral Requirements.
2.3.	Determinations, interpretations, and other actions made by the Plan Administrator shall be final, binding, and conclusive for all purposes and upon all individuals.
2.4.	The Plan Administrator may prescribe forms as the sole and exclusive means for Participants to take actions authorized or allowed under the Plan. The Plan Administrator may issue communications to Eligible Associates and Participants as it deems necessary or appropriate in connection with the Plan (including but not limited to communications explaining the risks and potential benefits of the Investment Tracking Funds). Subject to the provisions of Section 20, the Plan Administrator may, in its discretion, adjust the value of Deferred Compensation Accounts on a basis other than as prescribed in Deferral Elections or Reallocation Elections, including but not limited to the use of Investment Tracking Funds other than those selected by the Participant.
2.5.	Except to the extent prohibited by law, communication by the Plan Administrator (and by an Eligible Associate or Participant to the extent authorized by the Plan Administrator) of any document or writing, including any document or writing that must be executed by a party, may be in an electronic form of communication.
2.6.	The Plan Administrator may appoint such agents, who may be officers or employees of an Affiliate, as it deems necessary or appropriate to assist it in administering the Plan and may grant authority to such agents to execute documents and take action on its behalf. The Plan Administrator may consult such legal counsel, consultants, or

other professional as it deems desirable and may rely on any opinion received from any such professional or from its agent. All expenses incurred in the administration of the Plan shall be paid by one or more of the Affiliates.

3.

Eligibility to Participate. Each Eligible Associate shall be eligible to participate in this Plan; provided, however, that unless the Plan Administrator determines otherwise, no otherwise Eligible Associate who, at the individual’s election or request, receives an accelerated payment pursuant to the terms of any non-qualified deferred compensation plan in which the individual participated by virtue of employment with any MetLife Company shall be eligible to participate in this Plan with regard to Compensation payable in any calendar year prior to the calendar year next beginning after the third anniversary of such payment.

4.

Deferral Elections.

4.1.	At such times as are determined by the Plan Administrator, each Eligible Associate may complete and submit to the Plan Administrator a Deferral Election applicable to the Eligible Associate’s Compensation payable for services performed in such periods on and after January 1, 2010 and following the date of the Deferral Election (or other such periods consistent with Legal Deferral Requirements) determined by the Plan Administrator. Within thirty (30) days after attaining the status of Eligible Associate, such Eligible Associate may complete and submit to the Plan Administrator a Deferral Election applicable to the Eligible Associate’s Compensation payable for services following the date of the Deferral Election (consistent with Legal Deferral Requirements) determined by the Plan Administrator. The Plan Administrator shall prescribe the form(s) of Deferral Election.
4.2.	The Plan Administrator may offer an Eligible Participant the opportunity to indicate each or any of the following, either separately or in combination, in a Deferral Election: (a) the percentage, in increments of 5%, of Compensation that would otherwise be paid the receipt of which the Eligible Associate wishes to defer into a Deferred Cash Compensation Account, which shall be no greater than 75% of such Compensation; (b) the Investment Tracking Fund(s) which the Eligible Participant selects to adjust the value of the Deferred Cash Compensation Account and the value of the Matching Contribution Account, in increments of 5%; (c) the date on which the Eligible Participant wishes the payment of the Deferred Compensation Accounts to begin; (d) whether the Deferred Compensation Accounts are to be paid in a single lump sum or annual installments; and (e) if the Deferred Compensation Accounts are to be paid in annual installments, the number (not to exceed fifteen (15)) of such installments.
4.3.	Each Deferral Election shall indicate the date(s) on which the Eligible Associate wishes the payment of a Deferred Compensation Account to begin by indicating a single date certain that is no earlier than January 1 of the calendar year following the calendar year in which the third anniversary of the latest date any Compensation subject to the Deferral Election would have otherwise been paid.
4.4.	The Plan Administrator may, in its discretion, reject and/or reform any Deferral Election, in whole or in part, due to (a) inconsistency of the Deferral Election with this Plan; (b) inconsistency of the Deferral Election with employer compliance with

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	legal requirements (including those regarding sufficient tax withholding and those regarding payroll taxation for FICA or otherwise); (c) inconsistency of the Deferral Election with requirements for employee contributions or premium payments from compensation under the terms of any ERISA plan; (d) inconsistency of the Deferral Election with Legal Deferral Requirements; or (e) any other lawful basis.
4.5.	Notwithstanding any other provisions of this Plan, no Compensation payable to a Participant less than one-hundred eighty (180) days after the first day of the second calendar month following a hardship payment to the Participant under SIP or other qualified deferred compensation plan in which the individual participates by virtue of employment with any Affiliate shall be deferred under this Plan.
4.6.	For purposes of applicable determinations pursuant to Legal Deferral Requirements, to the extent any Deferred Compensation Account is to be paid in annual installments, such payments shall constitute a single payment.

5.	Investment Tracking. Except as provided in Sections 2.4 of this Plan, the value of each Participant’s Deferred Cash Compensation Account and Matching Contribution Account shall be adjusted to reflect the simulated investment performance on a Total Return Basis using the Investment Tracking Funds described in Section 6 of this Plan, on the same basis as if the value of such Deferred Compensation Accounts had been invested in such Investment Tracking Funds, for such period(s) of time determined under the Plan until they are paid. To the extent permitted by the Plan Administrator, each Participant may select from among the Investment Tracking Funds for purposes of such valuation in the Participant’s Deferral Election and Reallocation Elections.
6.	Investment Tracking Funds. The Plan Administrator shall determine in its discretion any method(s) of Investment Tracking that shall be available for Deferral Elections and Reallocation Elections from time to time. At the Plan Administrator’s discretion, the Investment Tracking options shall include, but not be limited to, a MetLife Common Stock Fund. To the extent the methods of Investment Tracking are changed, or otherwise as the Plan Administrator determines in its discretion, the Plan Administrator may require the Participant to make an appropriate change in the Participant’s Investment Tracking or may unilaterally impose a method of Investment Tracking.
7.	Reallocation Elections.

7.1.

The Participant may change the Investment Tracking Funds used to adjust either (a) the value of new contributions to his/her Deferred Compensation Cash Account and credits to his/her Matching Contribution Account, from the date(s) Compensation is deferred rather than paid and any Matching Contributions are credited, as the case may be; and/or (b) the value of the Participant’s existing Deferred Cash Compensation Account and Matching Contribution Account.

7.2.

Unless the Plan Administrator determines otherwise, a Reallocation Election shall be effective on the date it is received by the Plan Administrator, or on the following business day if it is received by the Plan Administrator at a time when the Plan Administrator determines it is not practicable or convenient to the operation of the Plan to apply such Reallocation Election on the date it is received. The number of

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Reallocation Elections by a Participant for (a) and (b) of Section 7.1 of this Plan, shall not exceed six (6) in any calendar year for each of (a) and (b) of Section 7.1; provided, however, that the number of such Reallocation Elections submitted by a Participant on a single day shall be aggregated as a single election for purposes of the limit expressed in this sentence.

8.	Matching Contribution. If a Participant makes contributions to SIP throughout a calendar year, the Participant’s Matching Contribution Account shall be credited with the amount of matching contributions (if any) with which the Participant’s SIP account would have been credited under the terms and provisions of such plan, in each case with relation to deferred Compensation in that calendar year had the Compensation not been deferred. Notwithstanding the foregoing, no Matching Contributions shall be credited in favor of a Participant during the suspension of such Participant’s deferrals pursuant to Section 4.5 of this Plan. A Participant’s Matching Contribution Account shall vest or be forfeited to the same extent, and on such date(s), that such Matching Contributions would have vested under the terms of SIP.
9.	Beneficiary Designation. The Plan Administrator shall prescribe the form by which each Eligible Associate and Participant may designate a beneficiary or beneficiaries (who may be named contingently or successively, and among whom payments received under this Plan may be split as indicated by the individual) for purposes of receiving payment of Deferred Compensation Accounts under this Plan after the death of such individual. Each designation will be effective only upon its receipt by the Plan Administrator during the life of the individual making the designation and shall revoke all prior beneficiary designations by that individual related to this Plan. Beneficiary designations submitted by an Eligible Associate or Participant pursuant to the terms of the MetLife Deferred Compensation Plan for Officers, MetLife Individual Business Special Deferred Compensation Plan or MetLife Individual Business Sales Deferred Compensation Plan during or prior to 2009 shall be effective for purposes of this Plan.
10.	Payment of Deferred Compensation Accounts.

10.1.	Amount. Except as provided in Section 2.4 of this Plan, the amount of payment(s) of each Deferred Compensation Account shall reflect the value of those Deferred Compensation Accounts through the date each payment of Deferred Compensation Accounts is payable, as adjusted for Investment Tracking. If payment of Deferred Compensation Accounts is to be made in installments, then the amount of each installment payment will be determined by dividing the value of each of the Deferred Compensation Accounts at the time each payment is due by the remaining number of installments in which the Deferred Compensation Accounts is to be paid.
10.2.	Medium. The form of payment of all Deferred Compensation Accounts shall be cash.
10.3.	Timing and Number of Payments.

10.3.1. If a Participant dies on any date prior to completion of all payments from a Participant’s Deferred Compensation Accounts, the unpaid portions of the Participant’s Deferred Compensation Accounts shall become immediately payable in a lump sum.

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10.3.2.	If any of a Participant’s Deferred Compensation Accounts are payable pursuant to Section 12 or 13 of this Plan, payment shall be made in a single lump sum.
10.3.3.	Notwithstanding any other terms of this Plan, no portion of a Participant’s Matching Contribution Account shall be paid prior to the date the amount is vested pursuant to the terms of Section 8 of this Plan. To the extent the applicable date of payment occurs prior to the vesting of any portion of a Participant’s Matching Contribution Account, the portion of the Matching Contribution Account not yet vested on that date will be payable when it vests, if any.
10.3.4.	Except as otherwise provided in this Section 10.3, a Participant’s Deferred Compensation Accounts shall be payable beginning on the date determined by the Participant’s Deferral Election and in the number of payments determined by the Participant’s Deferral Election.
10.3.5.	Payment(s) of a Participant’s Deferred Compensation Accounts shall be made on the earlier of the date payable or after any delays in payment required under Legal Deferral Requirements have passed as determined by the Plan Administrator in its discretion. In no event shall MetLife, Inc., any Affiliate, or the Plan have any liability to anyone on account of payment being made later than the date payable due to administrative considerations or otherwise.
10.3.6.	Notwithstanding any other terms of this Plan, no payment of any Deferred Compensation Account shall be made at a time inconsistent with Legal Deferral Requirements.

10.4.

To Whom Paid. Except as otherwise provided in this Section 10.4 of this Plan, all payments of a Participant’s Deferred Compensation Accounts will be made to the Participant. If a Participant dies on any date prior to the date of the completion of all such payments, all unpaid value in the Participant’s Deferred Compensation Accounts shall be paid to the beneficiary designated for that purpose by the Participant. If the Participant’s designated beneficiary has not survived the Participant, or the Participant has designated no beneficiary for purposes of this Plan, such payment will be made to the Participant’s estate.

10.5.

Withholding and Effect of Taxes. Payments under this Plan will be made after the withholding of any Federal, state, or local income, employment or other taxes legally obligated to be withheld, as determined by the Plan Administrator in its discretion. All tax liabilities arising out of deferrals under this Plan shall be the sole obligation of the Participant or his/her beneficiary, including but not limited to any tax liabilities arising out of Legal Deferral Requirements. Withholding of any taxes or other items required by law may be made from each payment of a Participant’s Deferred Compensation Account or from other payments due to the Participant from any Affiliate to the extent consistent with law.

11. No Loans and Assignments. The Plan shall make no loan, including any loan on account of any Deferred Compensation Account, to any Participant or any other person nor permit any Deferred Compensation Account to serve as the basis or security for any loan to any

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Participant or any other person. Except as provided in Section 20 of this Plan, no Participant or any other person may sell, assign, transfer, pledge, commute, or encumber any Deferred Compensation Account or any other rights under this Plan.

12. Hardship Accommodations.

12.1.	Upon the written request of an Eligible Associate or Participant, the Plan Administrator may, in its discretion and in light of any facts or considerations it deems appropriate, find that the Eligible Associate or Participant has suffered an Unforeseeable Emergency. In light of such a finding, the Plan Administrator may, to the extent the Plan Administrator determines necessary for the Eligible Associate or Participant to address the Unforeseeable Emergency, (a) suspend the deferral of receipt of Compensation by the Eligible Associate or Participant pursuant to a Deferral Election; and/or (b) to the extent the Plan Administrator finds, in its discretion, that such a suspension of deferral is insufficient to address the Participant’s Unforeseeable Emergency, make payment of all or a portion of the Participant’s Deferred Compensation Accounts. The Plan Administrator shall provide the Eligible Associate or Participant with written notice of its determinations in response to the Eligible Associate’s or Participant’s request.
12.2.	The total amount of deferrals suspended or payment advanced shall not exceed the amount necessary to satisfy the financial consequences of the Unforeseeable Emergency and amounts equal to the withholding required by Section 10.5 of this Plan, and shall not exceed the total value of the Deferred Compensation Accounts under the Plan.
12.3.	If the Eligible Associate or Participant participates in any other deferred compensation plan by virtue of employment with any Affiliate, the Plan Administrator may coordinate the operation of this Section 12 with the operation or similar provisions of any such other plan, including but not limited to reducing the value of deferrals in ascending order of the value of deferrals in each plan beginning with the plan in which the individual’s deferrals have the lowest value.
12.4.	In the event that a payment from the Participant’s Deferred Compensation Accounts is made pursuant to this Section 12, (a) the value of the Participant’s Deferred Cash Compensation Account shall be reduced, and (b) if the reduction in the value of the Participant’s Deferred Cash Compensation Account is less than the payment made, the Plan Administrator may in its discretion reduce the value of the Participant’s Matching Contribution Account in amounts determined by the Plan Administrator in its discretion, equal to a total reduction equal to the difference between the payments made and the value by which the Participant’s Deferred Cash Compensation Account was reduced.
12.5.	To the extent that the value of the Participant’s Deferred Cash Compensation Account or Matching Contribution Account is reduced, the value tracked according to each Investment Tracking Fund shall be reduced proportionate to the total value of the

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Deferred Cash Compensation Account or Matching Contribution Account, respectively, being tracked in that Investment Tracking Fund.

13.	Unilateral Payment Consistent with Law. In circumstances permitted by law consistent with Legal Deferral Requirements, the Plan Administrator may, in its discretion and regardless of the Participant’s wishes, pay a Participant the value of the Participant’s Deferred Compensation Accounts in whole or in part. No payment pursuant to this Section 13 shall be made in a manner or at a time when prohibited or punishable by any applicable Affiliate policy or law, including but not limited to law regarding trading of securities on inside information or the exemptions therefrom.
14.	Nature of Liability. All Deferred Compensation Accounts under this Plan are unsecured obligations of MetLife, Inc. and any successor thereto, are neither obligations, debts, nor liabilities of any other entity or party. This Plan and the liabilities created hereunder are unfunded. Investment Tracking, any other means for adjusting or communicating the value of Deferred Compensation Accounts, and any communication or documentation regarding this Plan or any Participant’s Deferred Compensation Accounts are for recordkeeping purposes only and do not create any right, property, security, or interest in any assets of MetLife, Inc. or any other party. All Deferred Compensation Accounts are subject to the claims of general creditors of MetLife, Inc. Notwithstanding the foregoing, if any Affiliate employing a Participant ceases to be an Affiliate, the Plan Administrator may determine on or before the date of the transaction in which the Affiliate ceased to be an Affiliate (or afterward, with the consent of an officer of MetLife, Inc.), that the liabilities associated with some or all of the employees of that Affiliate who are Participants shall transfer from MetLife, Inc. to that Affiliate as of the date that Affiliate ceases or ceased to be an Affiliate. Although the Plan is intended to be designed and administered in complete accordance with Legal Deferral Requirements, in no event shall MetLife, Inc., any Affiliate, or the Plan have any liability to anyone for any taxes, penalties, or other losses on account of the Plan or its administration failing to comply with Legal Deferral Requirements.
15.	No Guarantee of Employment; No Limitation on Employer Action. Nothing in this Plan shall interfere with or limit in any way the right of any employer to establish the terms and conditions of employment of any individual, including but not limited to compensation and benefits, or to terminate the employment of any individual, nor confer on any individual the right to continue in the employ of any employer. Nothing in this Plan shall limit the right of any employer to establish any other compensation or benefit plan. No Deferred Compensation Account shall be treated as compensation for purposes of a Participant’s right under any other plan, policy, or program, except as stated or provided in such plan, policy, or program. Nothing in this Plan shall be construed to limit, impair, or otherwise affect the right of any entity to make adjustments, reorganizations, or changes to its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of its business or assets.
16.	Term of Plan. This Plan shall be effective on January 1, 2010, and shall continue in effect unless and until it is terminated pursuant to its terms. The Plan Administrator may solicit and receive Deferral Elections prior to the dates this Plan, any amended and restated terms, and any amendment to the Plan are effective.

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17.	Governing Law. The Plan shall be construed in accordance with and governed by New York law, without regard to principles of conflict of laws.
18.	Entire Plan; Third Party Beneficiaries. This Plan document is the entire expression of the Plan, and no other oral or written communication, other than documents authorized under this Plan and fulfilling its express terms, shall determine the terms of the Plan or the terms of any agreement between an Eligible Associate or Participant and a Affiliate with regard to the Plan or Deferred Compensation Accounts. There are no third party beneficiaries to this Plan, other than Participants’ respective beneficiaries designated under the terms of this Plan.
19.	Amendment and Termination Consistent with Law. To the extent permissible under law, including Legal Deferral Requirements, the Plan Administrator may amend, modify, suspend, or terminate this Plan at any time. Any such amendment or termination will not reduce the amount in Deferred Compensation Accounts accrued under this Plan prior to the execution of such amendment or termination. For further clarification, except as otherwise stated in this Section 19, amendments may otherwise be made to any and all provisions of the Plan, including but not limited to amendments affecting the time of distribution of Deferred Compensation Accounts, affecting forms of distribution of Deferred Compensation Accounts, or affecting any of the Investment Tracking Funds or any other means for adjusting the value of Deferred Compensation Accounts.
20.	Qualified Domestic Relations Orders. The Plan Administrator will distribute, designate, or otherwise recognize the attachment of any portion of a Participant’s Deferred Compensation Accounts in favor of the Participant’s spouse, former spouse or dependents to the extent such action is mandated by the terms of a qualified domestic relations order as defined in Section 414(p) of the Code, and otherwise as determined by this Plan.
21.	Claims. Claims for benefits and appeals of denied claims under the Plan shall be administered in accordance with Section 503 of ERISA, regulations thereunder (and any other law that amends, supplements, or supersedes said section of ERISA), and any procedures adopted by the Plan Administrator. The claims procedures referenced above are incorporated in this Plan by this reference.
22.	Definitions. Capitalized terms in this Plan, and their forms, shall have the following meanings:

22.1.	“Affiliate” shall mean 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.
22.2.	“Associate” shall mean each individual who is (a) an agent of Metropolitan Life Insurance Company who exclusively sells products for Metropolitan Life Insurance Company or one or more Affiliates who is also; (b)(1)employed by Metropolitan Life Insurance Company as a common law employee, or (2) engaged by Metropolitan Life Insurance Company as a statutory employee; and (c) is in the Individual Business field force, including sales office management and sales personnel, but excluding regional management.
22.3.	“Code” shall mean the Internal Revenue Code of the United States.

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22.4.	“Compensation” shall mean annual compensation for commissioned employees under the Retirement Plan payable by Metropolitan Life Insurance Company.
22.5.	“Deferral Election” shall mean a written document executed by the Eligible Associate specifying the Eligible Associate’s instructions regarding the matters addressed by Section 4 of this Plan.
22.6.	“Deferred Cash Compensation Account” shall mean a record-keeping account established for the benefit of a Participant in which is credited Compensation otherwise payable in cash to a Participant, but accounted for to the credit of the Participant under the terms of this Plan rather than paid to the Participant as and when originally earned.
22.7.	“Deferred Compensation Account” shall mean a Deferred Cash Compensation Account or a Matching Contribution Account (and, when used in the plural, all such Deferred Compensation Accounts to the credit of a Participant under the terms of this Plan). The value of each Deferred Compensation Account shall be adjusted as provided in this Plan.
22.8.	“Eligible Associate” shall mean an Associate who, at such times that Associate is eligible to participate in this Plan as provided in Section 3 of this Plan, either:

(a)	is in the first calendar year as an Associate who is found by the Plan Administrator in its discretion to have earned annual total cash compensation in excess of the compensation limit under Section 401(a)(17) of the Code (as indexed annually for inflation) from any or all employers or principals in the prior calendar year (or in the second prior calendar year, should the Plan Administrator anticipate or determine that information on the individual’s earnings in the prior calendar year that the Plan Administrator would find sufficiently reliable is not available), and is selected by the Plan Administrator for eligibility and is so notified;
(b)	is in the second or later calendar year as an Associate who earned annual total cash compensation in excess of the compensation limit under Section 401(a)(17) of the Code (as indexed annually for inflation) from the MetLife Companies (or other employers or principals, if applicable) for the twelve (12) months immediately preceding October 1 of the year prior to the year subject to the Deferral Election;
(c)	is in the second or later calendar year as an Associate, earned annual total cash compensation from the MetLife Companies in the twelve (12) months immediately preceding October 1 of the year prior to the year subject to the Deferral Election in an amount that exceeded the amount determined under Code Section 414(q)(1)((B)(i) (as indexed annually for inflation) on such October 1 date, and who qualified for Chairman’s Conference, Leaders Conference, President’s Conference, or any other performance recognition conference designed for these purposes by the Plan Administrator, in each case based on performance for the second year prior to the year subject to the Deferral Election; or
(d)	is deemed to be an Eligible Associate by the Plan Administrator in its discretion.

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22.9.	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.
22.10.	“Fair Market Value” shall mean, on any date, the closing price of MetLife 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 MetLife Stock are quoted at the relevant time) on such date. In the event that there are no MetLife Stock transactions reported on such tape (or such other system) on such date, Fair Market Value shall mean the closing price on the immediately preceding date on which MetLife Stock transactions were so reported.
22.11.	“Investment Tracking” shall mean the adjustment of value to reflect simulated investment performance.
22.12.	“Investment Tracking Funds” shall mean those funds and vehicles described in Section 6 of this Plan.
22.13.	“Legal Deferral Requirements” shall mean requirements under law to achieve deferral of income taxation, including but not limited to Code Section 409A and any regulations promulgated thereunder.
22.14.	“Matching Contributions” shall mean the matching contributions described in Section 8 of this Plan.
22.15.	“Matching Contribution Account” shall mean a record-keeping account established for the benefit of a Participant in which is credited Matching Contributions
22.16.	“MetLife Common Stock Fund” shall mean Fair Market Value, plus the value of reinvested dividends payable on MetLife Stock.
22.17.	“MetLife Companies” shall mean MetLife Group, Inc.; Metropolitan Life Insurance Company; Metropolitan Property and Casualty Insurance Company; MetLife Securities, Inc.; MetLife Bank, National Association; and SafeGuard Health Plans, Inc.(of California).
22.18.	“MetLife Stock” shall mean shares of common stock of MetLife, Inc.
22.19.	“Participant” shall mean each Eligible Associate who has had compensation deferred by operation of a deferral election under this Plan.
22.20.	“Plan” shall mean this MetLife Individual Distribution Sales Deferred Compensation Plan.
22.21.	“Plan Administrator” shall mean the Plan Administrator of the Retirement Plan, including any person to whom such office has been delegated consistent with the Retirement Plan.
22.22.	“Reallocation Election” shall mean a written document executed by the Participant specifying the Participant’s instructions regarding the matters addressed by Section 7 of this Plan.
22.23.	“Retirement Plan” shall mean the Metropolitan Life Retirement Plan for United States Employees.

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22.24.	“SIP” shall mean each and all of the Savings and Investment Plan for Employees of Metropolitan Life and Participating Affiliates, the Metropolitan Life Auxiliary Savings and Investment Plan, and the Metropolitan Life Supplemental Auxiliary Savings and Investment Plan (and/or any successor plan(s)).
22.25.	“Total Return” shall mean the change (plus or minus) in price or value, plus dividends (if any) on a reinvested basis, during the applicable period, less any management fees or other expenses applicable to the fund or investment serving as the basis for Investment Tracking Fund, as determined by the Plan Administrator in its discretion.
22.26.	“Unforeseeable Emergency” shall mean severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, in any case that is not or can not be relieved by the Participant through reimbursement or compensation by insurance or otherwise, liquidation of the Participant’s assets (to the extent such liquidation would not itself cause severe financial hardship), and in any case solely to the extent consistent with the grounds for action by the Plan Administrator under Section 12 of the Plan consistent with Legal Deferral Requirements.

IN WITNESS WHEREOF, pursuant to authorization by the Board of Directors of MetLife, Inc., this MetLife Individual Distribution Sales Deferred Compensation Plan, effective January 1, 2010, is approved.

MetLife, Inc.
	By:	/s/ Steven J. Brash
		Vice President and Tax Director – Steven J. Brash

Date:  August 31, 2009

Witness:	/s/ Angela Layne
	Angela Layne

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EX-5.1

Exhibit 5.1

OPINION OF MATTHEW RICCIARDI, ESQ.

November 5, 2009

MetLife, Inc.
200 Park Avenue
New York, New York 10166-0188

Ladies and Gentlemen:

     I am Chief Counsel-Public Company & Corporate Law of Metropolitan Life Insurance Company, an affiliate of MetLife, Inc., a Delaware corporation (the “Company”). I am familiar with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed under the Securities Act of 1933, as amended (the “Act”), relating to the MetLife Individual Distribution Sales Deferred Compensation Plan (the “Plan”).

     I or other in-house attorneys for the Company over whom I exercise general supervisory authority have reviewed such documents and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In making such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such copies.

     Based upon and subject to the limitations, assumptions, qualifications and exceptions set forth herein, I am of the opinion that, when issued in accordance with the terms of the Plan, the deferred compensation obligations will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors’ rights or by general equity principles.

     I am a member of the bar of the State of New York and I do not express an opinion herein concerning any laws other than the laws of the United States of America and the General Corporation Law of the State of Delaware.

     I hereby consent to the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Matthew Ricciardi

Name: Matthew Ricciardi

Title: Chief Counsel-Public Company & Corporate Law

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report on the consolidated financial statements and financial statement schedules of MetLife, Inc. and subsidiaries (the “Company”) for the year ended December 31, 2008, dated February 26, 2009 (except with respect to our opinion on the consolidated financial statements and financial statement schedules insofar as it relates to the effects of the retrospective application of accounting guidance adopted on January 1, 2009, relating to the presentation of noncontrolling interests, as described in Note 1 of the consolidated financial statements, as to which the date is June 12, 2009) (which report expresses an unqualified opinion and includes an explanatory paragraph regarding changes in the Company’s method of accounting for certain assets and liabilities to a fair value measurement approach as required by accounting guidance adopted on January 1, 2008, and its method of accounting for deferred acquisition costs and for income taxes as required by accounting guidance adopted on January 1, 2007) included in the Current Report on Form 8-K, filed on June 12, 2009, which is incorporated by reference in this Registration Statement, and our report on the effectiveness of the Company’s internal control over financial reporting for the year ended December 31, 2008, dated February 26, 2009, included in the Annual Report on Form 10-K, which is incorporated by reference into this Registration Statement.

/s/ Deloitte & Touche LLP
New York, New York
November 5, 2009