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 BANK NON-MANAGEMENT DIRECTOR 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 Bank Non-Management Director Deferred Compensation Plan (1)	$2,000,000	100%	$2,000,000	$111.60

(1)	The obligations under the MetLife Bank Non-Management Director Deferred Compensation Plan are unsecured general obligations of MetLife, Inc. to pay deferred compensation in accordance with the terms of the MetLife Bank Non-Management Director 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 Bank Non-Management Director 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 MetLife Bank, National Association. 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 the Company’s common stock, 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
	Director
John M. Keane
/s/ Alfred F. Kelly, Jr.	Director	October 27, 2009
Alfred F. Kelly, Jr.
	Director
James M. Kilts
	Director
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

o     John M. Keane

þ     Alfred F. Kelly, Jr.

o     James M. Kilts

o     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. 01DI6086282
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 Bank Non-Management Director 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

The MetLife Bank Non-Management Director
Deferred Compensation Plan

Program Description and Plan Document
November 2009

Important Notices

This Program Description provides an overview of the MetLife Bank Non-Management Director Deferred Compensation Plan (the “Plan”). It is also the official plan document that legally governs the Plan. This Plan document will govern in every respect and instance, and replaces and supersedes prior Plan documents.

This Program Description may be updated from time to time to implement changes in the Plan. Fund performance data will be updated periodically. These updates will constitute part of the Prospectus distributed with respect to the Plan.

The Plan Administrator may amend, alter or terminate the Plan in accordance with its terms at any time and for any reason.

The Plan, (effective on January 1, 2010), will continue in effect until it is amended, suspended, or terminated according to its terms.

MetLife, Inc. will have the obligation to pay amounts deferred under the Plan. MetLife, Inc.’s obligations are registered under the Securities Act of 1933, as amended. Since this is an unfunded plan, your rights or claims against assets or property are no greater than those of a general unsecured creditor of MetLife, Inc.

Your deferrals may gain or lose value over time; see “Investment Tracking for Your Deferred Accounts” below.

This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933, as amended.
The date of this document is November 2009.

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MetLife Bank Non-Management Director Deferred Compensation Plan
Plan At-a-Glance

Purpose	To provide eligible directors with the opportunity to defer their cash compensation, thereby deferring payment of federal and most state income taxes on such compensation.
Eligibility	Directors of MetLife Bank, N.A. who are not employees of MetLife, Inc. or any of its affiliates.
Election Options	•    Deferral amount
	•    Distribution date
	•    Number of distribution payments
Annual Enrollment Period for Incumbent Directors	Eligible Directors will be notified of the annual enrollment in the calendar year before deferrals begin.
Enrollment Period for New Directors	Newly-appointed directors may make a deferral election for retainer fees payable in the calendar year in which they are appointed, but must generally do so by the earlier of:
	•   the day before the first Directors meeting on or after the day of appointment or,
	•   the 30th day after appointment.
Investment Tracking	The value of your deferred cash compensation accounts will fluctuate daily based on the performance of the MetLife Common Stock Fund.
Changes in Amounts Deferred	None allowed, except for hardship.
Form of Distribution	Your deferred cash compensation will be paid in cash at the end of the deferral period.
Distribution:
•   Number •   Timing •   Hardship	A single lump-sum payment or up to 15 annual installments. Beginning upon earlier of termination of service as a director or on a designated future date. Immediate lump-sum payment (availability strictly limited).
Changes to Distribution Date and/or Number of Payments	You may change the distribution date to a date at least five years later than the date you originally selected, and/or change the number of payments. Your change will only be effective if you submit your request no later than one year before the earlier of the end of your service as a director or the distribution date you originally selected.
Taxes	Deferred compensation is taxable as ordinary income at the time of distribution. Rollover to an IRA, qualified plan or other nonqualified plan is not permitted.
Beneficiary	Upon your death, any existing account balances will be paid to your designated beneficiary or beneficiaries in a single lump sum.
Plan Funding	The Plan is a nonqualified, unfunded plan. Your accounts are maintained for recordkeeping purposes only.

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MetLife Bank Non-Management Director Deferred Compensation Plan

The MetLife Bank Non-Management Director Deferred Compensation Plan (the “Plan”) allows eligible directors to defer receiving a portion of their retainer fees payable in cash for services in 2010 and thereafter, thereby deferring payment of federal and most state income taxes until a later date when the deferred payments are received. Deferrals count toward your share ownership guidelines as adopted by the MetLife Bank Board of Directors. Participation in the Plan is completely voluntary.

The Plan is a nonqualified plan that is unfunded and subject to the risks described in this document. Amounts credited to an account are solely for recordkeeping purposes. The Plan is not subject to protection under the Employee Retirement Income Security Act of 1974 (ERISA).

Eligibility

Members of the Board of Directors of MetLife Bank, N.A. (the “Board”) who are not employees of MetLife, Inc. or any of its affiliates (“Non-Management Directors”) are eligible to participate. In this Program Description, “you” refers to a director who is eligible to participate in the Plan.

Making a Deferral Election

Incumbent Directors — Prior to each year in which you receive retainer fees for services you provide as a Non-Management Director, you may defer all or a portion of the retainer fees payable as compensation for such services. Designations do not carry over from year to year; you must make a new designation each year.

New Directors — In general, you may defer all or a portion of your retainer fees for services in the calendar year you are appointed to the Board by submitting a deferral election by the earlier of:

• the day before the first Directors meeting on or after the day of your appointment or,

• the thirtieth (30^th) day after your appointment.

If a Directors meeting occurs before the thirtieth (30^th) day after your appointment and before you have filed a deferral election, then, at the discretion of the Plan Administrator, you may defer a prorated portion of your retainer fees. The proration will be determined according to the number of scheduled meetings for the year of your appointment. You must submit your deferral election no later than the thirtieth (30^th) day after your appointment.

All Directors

To defer your cash compensation, you need to complete a deferral election form specifying:

• The percentage of your cash retainer fees you want deferred into a Deferred Account (if you choose to defer any of your cash retainer fees, your deferral must equal at least $10,000 );

• A future distribution date and number of payments for that Deferred Account (to be paid in cash).

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Your deferral election form must be submitted during the enrollment period. If you submit an election form that does not specify when payment is to be made, payment will be made upon the termination of your service as a Non-Management Director. If you submit an election form that does not specify the number of installments in which payment should be made, payment will be made in a single lump sum.

Before making your elections, you may wish to consult a tax or personal financial advisor regarding all of the ramifications of deferral of compensation under Internal Revenue Code Section 409A and all other requirements under law for deferral of income taxation (“Legal Deferral Requirements”).

All deferrals are subject to the terms of this Plan.

Income Taxes

Deferred compensation is not subject to current taxation under federal and most state income tax laws at the time it is deferred. However, income and self-employment taxes will be due at the time payment is made. Consult your financial advisor with any questions regarding how and when you should make payment of your tax obligations arising from payments under the Plan. Note that amounts payable under the Plan may not be rolled-over into an IRA, qualified plan or other nonqualified plan.

Neither MetLife, Inc. nor any of its affiliates will be entitled to claim a tax deduction for any compensation (plus earnings) the payment for which is deferred under the terms of this Plan until the taxable period in which the payments are includible in the taxable income of a participant. The deduction can be claimed only in the amount that such income is included in such participant’s income.

Deferral Amounts

During the annual enrollment period, you may elect to defer all or a portion of your retainer fees payable in the following year for services as a director of MetLife Bank, N.A. If you choose to defer any of your cash retainer fees, you must defer at least $10,000.

Once you elect your deferral amount, you may not change it. You may, however, suspend deferrals in cases of extreme hardship as provided in the Plan. See “Hardship Exceptions,” below.

Deferred Compensation Accounts

If you defer any or all of your cash compensation, a Deferred Account in your name for that year’s deferrals will be established for recordkeeping purposes. You will receive account statements annually.

Your accounts will be credited effective on the date on which your retainer fees would have been payable had you not elected to defer receipt of such retainer fees.

Page 4

Investment Tracking For Your Deferred Accounts

Investment tracking is used as a device for adjusting the value of your Deferred Accounts, from the time contributions are made until the time payments are made from your Deferred Accounts, based on fund performance. The exclusive investment tracking fund for amounts deferred under this Plan is the MetLife Common Stock Fund. This fund tracks the performance of MetLife, Inc. common stock, plus dividends on a reinvested basis.

The performance of the fund, and therefore the value of your Deferred Accounts, will fluctuate based on the price of MetLife, Inc. common stock, which is affected by market conditions and other factors, such as declared dividends. Returns are measured each day the relevant stock exchange is open. Your account will fluctuate based on the performance of the MetLife Common Stock Fund, in effect “mirroring” the performance of the stock. As a result, the value of your Deferred Account is anticipated to have a relatively high risk profile. However, your Deferred Account will not actually be invested in MetLife, Inc. common stock.

Your Deferred Account will be appropriately adjusted (as determined by the Governance Committee of the MetLife, Inc. Board, or its successor) in the event of any MetLife, Inc. common stock dividend, stock split, recapitalization (including, but not limited, to the payment of an extraordinary dividend), merger, consolidation, combination, or spin-off affecting MetLife, Inc. capitalization, distribution of MetLife, Inc. assets to holders of MetLife, Inc. common stock (other than ordinary cash dividends), exchange of shares, or other similar corporate change.

The Plan Administrator may change, eliminate or replace the investment tracking funds at any time. When the Plan Administrator makes such a change, you will be informed and you will be given an opportunity to change your investment tracking selections to the extent they are affected by the change.

Distribution Dates

For each of your Deferred Accounts you may choose to have your distributions begin either (1) on a specific date no less than three years after the year of deferral, or (2) upon the termination of your service as a Non-Management Director of MetLife Bank, N.A.. (the date of your termination of service will be determined in accordance with Legal Deferral Requirements). If you choose to receive your account on a specific date, your account will be paid to you on the earlier of (a) the date you selected, or (b) on the date of the termination of your service as a director.

Once you have designated a distribution date, you cannot change it except as described below under “Changing the Distribution Date And/Or Number of Payments.”

Number of Payments

You may elect to receive each of your account balances in either a single lump-sum payment or up to 15 annual installments. For each of your Deferred Cash Accounts, each annual installment will be a fraction of the account’s cash value with one being the numerator and the number of payments remaining being the denominator. For example, if you elect to

Page 5

receive 10 annual payments, the first payment is equal to 1/10^th of the account; the second payment is equal to 1/9^th of the account; and so on until final payment is made. For purposes of Legal Deferral Requirements, any payment option selected under this plan will be considered to be a single payment form of benefit.

Form of Payments

All payments from your Deferred Accounts will be paid in cash at the Closing Price of the MetLife Common Stock Fund on the date of payment.^*

Changing the Distribution Date And/Or Number of Payments

For each of your Deferred Accounts you may make changes only once, at which time you may change either or both: (1) the date you have selected to receive payment of your deferred compensation to a date at least five (5) years later than your original selection; and/or (2) the number of payments you have chosen to receive (your change may increase or decrease the number of payments). You must make all changes to any particular account at the same time; provided, however, that your changes are only effective if you submit them no later than one year before the earlier of the original date you had selected for payment or the date your service as a Non-Management Director ends, and otherwise will not be effective. All changes will only be effective to the extent consistent with Legal Deferral Requirements.

Payment to Beneficiaries

If you die before your distributions begin or are completed, the balance in your accounts will be paid as a single lump sum to your beneficiary. If you have not designated a beneficiary, or your beneficiary (or beneficiaries) die(s) before you do, the balance in your accounts will be paid to your estate.

You may designate an individual, entity, trustee, or your estate as your beneficiary, and you may change your beneficiary at any time. Each beneficiary designation will apply to all of your deferrals under the Plan, and will supersede your previous beneficiary designations.

You may update or designate your beneficiary(ies) during each annual enrollment period. If you wish to change your beneficiary designations during the year you may do so by accessing the Plan recordkeeper’s website or by calling the Participant Service Center.

Loans

No loans may be taken from your accounts.

^* “Closing Price” means the closing price of a share 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 shares of MetLife Stock are quoted at the relevant time) on such date. In the event that there are no transactions of MetLife Stock reported on such tape (or such other system) on such date, Closing Price shall mean the closing price on the immediately preceding date on which MetLife Stock transactions were so reported.

Page 6

Hardship Exceptions

In cases of extreme hardship, and consistent with Legal Deferral Requirements for deferral of income taxation, the Plan Administrator may suspend deferrals or make payments to you, reducing the value of your account. However, the total amount suspended and advanced cannot exceed the amount required to satisfy the financial consequences of the hardship and tax withholding requirements.

Unfunded, Unsecured Obligations of MetLife, Inc.

Deferrals under the Plan are unfunded and unsecured obligations of MetLife, Inc. Your rights are those of a general unsecured creditor of MetLife, Inc. The Plan is intended to be designed and administered in complete accordance with Legal Deferral Requirements, but in no event will MetLife, Inc., any affiliate, or the Plan be liable for any taxes, penalties, or other losses on account of the Plan or its administration failing to comply with Legal Deferral Requirements. The total amount of deferrals under the Plan will depend on participant elections. There are no fees charged to you for participation in the Plan.

Assignment

No assignment, hypothecation, or pledge of the right to receive the payment of amounts deferred or any other rights under the Plan may be made. The Plan does not provide for the creation of a lien on any account.

Qualified Domestic Relations Orders (“QDROs”)

Deferred compensation will be distributed or attached to the extent required by a QDRO.

Plan Administrator

The Plan is administered by a Plan Administrator who may establish, amend or rescind rules and regulations relating to the Plan. The Plan Administrator of this Plan is also the Plan Administrator of the Metropolitan Life Retirement Plan for U.S. Employees. The Plan Administrator acts through an individual who is an employee of an affiliate of MetLife, Inc. and an officer of one or more affiliates of MetLife, Inc. The Employee Benefits Committee of the Metropolitan Life Insurance Company appoints the Plan Administrator of the Retirement Plan, who serves until such time as the Committee appoints a new Plan Administrator.

To the extent consistent with law, including Legal Deferral Requirements, the Plan Administrator may amend, modify, suspend, or terminate the Plan at any time and for any reason. The Plan Administrator may not amend, modify or terminate the Plan in a way that will reduce the amount that has been accrued in your deferred compensation account prior to the effective date of the amendment, modification or termination.

The determinations and interpretations of the Plan made by the Plan Administrator shall be final, binding, and conclusive for all purposes under the Plan. The Plan Administrator may prescribe forms for participants to take action authorized or allowed under the Plan and may appoint agents and consult legal counsel and other professionals to assist in administration of the Plan. The Plan Administrator may, in his or her discretion, adjust the value of a deferred

Page 7

compensation account on a basis other than as prescribed in deferral or reallocation elections, including but not limited to the use of investment tracking funds other than the one currently applicable. The Plan Administrator will administer any claims under the Plan by following Section 503 of ERISA, any applicable regulations, and any other procedures the Plan Administrator adopts.

The Plan Administrator may reject or reform a deferral election on any lawful basis, and may conform any provision of the Plan to Legal Deferral Requirements. Where consistent with such requirements, the Plan Administrator may pay deferred compensation regardless of the participant’s election for payment at another time.

Additional Information

Additional information about the Plan will be provided to you from time to time. To the extent that information is part of a prospectus for the Plan, it will include a notice to that effect.

IN WITNESS WHEREOF, this MetLife Bank Non-Management Director Deferred Compensation Plan is hereby effective January 1, 2010.

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

Page 8

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 Bank Non-Management Director 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