METLIFE INC (Form: S-8, Received: 08/14/2014 16:17:34)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on August 14, 2014

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

incorporation or organization)

(I.R.S. Employer

Identification No.)

200 Park Avenue

New York, New York 10166-0188

(Address of Principal Executive Offices) (Zip Code)

MetLife Premier Client Group Voluntary Deferred Compensation Plan

(Full title of the plan)

Ricardo A. Anzaldua, 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.

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(3)	Amount of registration fee
Obligations under the MetLife Premier Client Group Voluntary Deferred Compensation Plan (the “Plan”)	$47,477,624	100%	$47,477,624	$6,116

(1)	This registration statement covers compensation to be deferred under the Plan, consisting of the total of:

(a)

$40,000,000; and

(b)

amounts registered under the previous registration statement on Form S-8 for the Plan that have not been covered by compensation deferred under the Plan. As of May 30, 2014, this amount was $7,477,624. Accordingly, the Company has used this amount to determine the amount to be registered.

Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan.

(2)	The obligations under the Plan, formerly known as the MetLife Individual Distribution Sales Deferred Compensation Plan (the “Obligations”), are general unsecured obligations of the Company to pay deferred compensation in cash in accordance with the terms of the Plan.

(3)	This amount is estimated 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, 2013 and the portions of the Company’s proxy statement for its 2014 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, 2013, not including any portions of those reports that were furnished or otherwise not deemed filed.

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; provided , however , that the Company is not incorporating by reference any information furnished under Items 2.02 or Item 7.01 in any Current Report on Form 8-K. 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.

The Company will provide individuals who are eligible under the Plan the opportunity to defer receipt of a portion of their compensation from a Company affiliate under the terms of the Plan. These Obligations will be unsecured general obligations of the Company to pay the deferred compensation in the future in accordance with the terms of the Plan, and will rank pari passu with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding.

The Company reserves the right to amend or terminate the Plan at any time, except that no such amendment or termination shall reduce the amount of the deferred accounts of an individual who has deferred compensation under the Plan (a “Participant”) as of the date of such amendment 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 based on a date selected by each Participant in accordance with the terms of the Plan. The Obligations will be denominated and be payable in United States dollars. The Obligations will be adjusted to reflect simulated investment returns (positive and negative), in accordance with the Participant’s selection of simulated investments or otherwise as determined under the Plan.

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, or by the laws of descent and distribution. 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.

Item 5. Interests of Named Experts and Counsel.

The validity of the securities which may be issued by the Company pursuant to the Plan will be passed upon for the Company by Matthew Ricciardi, Esq., Chief Counsel – General Corporate of MetLife Group, Inc., who has acted as counsel for the Company. Mr. Ricciardi is paid a salary by MetLife Group, Inc., which is an affiliate of MetLife, Inc., is a participant in various employee benefit plans offered by MetLife, Inc. and its affiliates to employees generally, is paid equity-based compensation in accordance with the compensation programs of MetLife, Inc., and its affiliates, and owns MetLife, Inc. common stock.

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.

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 “or in the capacity as” 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.

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; and

(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 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.

(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 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 Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

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 14 ^th day of August, 2014.


METLIFE, INC.

By:	/s/ Ricardo A. Anzaldua
	Name:	Ricardo A. Anzaldua
	Title:	Executive Vice President and General Counsel

Each person whose signature appears below under the heading Signatures for Registration Statement hereby individually, and not jointly with the other signatories, constitutes and appoints Ricardo A. Anzaldua, Executive Vice President and General Counsel, John C. R. Hele, Executive Vice President and Chief Financial Officer, and Marlene B. Debel, Senior Vice President and Treasurer, or any of them and their respective successors from time to time in the offices of General Counsel, Chief Financial Officer, or Treasurer, as the case may be, as such person’s true and lawful attorney-in-fact and agent for such person and in such person’s name, place and stead, in any and all capacities, to sign individually and not collectively, (i) any and all amendments, including post-effective amendments, to this registration statement and to file each or any of the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, 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, as amended, the rules, regulations, and requirements of the Commission and Blue Sky or other state securities laws and regulations, and does hereby grant unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue hereof. This Power of Attorney does not revoke any prior powers of attorney.

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/ Cheryl W. Grisé	Director	August 14, 2014
Cheryl W. Grisé

/s/ Carlos M. Gutierrez	Director	August 14, 2014
Carlos M. Gutierrez

/s/ R. Glenn Hubbard	Director	August 14, 2014
R. Glenn Hubbard

/s/ John M. Keane	Director	August 14, 2014
John M. Keane

/s/ Alfred F. Kelly, Jr.	Director	August 14, 2014
Alfred F. Kelly, Jr.

/s/ William E. Kennard	Director	August 14, 2014
William E. Kennard

/s/ James M. Kilts	Director	August 14, 2014
James M. Kilts

/s/ Catherine R. Kinney	Director	August 14, 2014
Catherine R. Kinney

/s/ Denise M. Morrison	Director	August 14, 2014
Denise M. Morrison


NAME	TITLE	DATE

/s/ Kenton J. Sicchitano	Director	August 14, 2014
Kenton J. Sicchitano

/s/ Lulu C. Wang	Director	August 14, 2014
Lulu C. Wang

/s/ Steven A. Kandarian Steven A. Kandarian	Chairman, President and Chief Executive Officer (Principal Executive Officer)	August 14, 2014

/s/ John C. R. Hele	Executive Vice President and	August 14, 2014
John C. R. Hele	Chief Financial Officer (Principal Financial Officer)

/s/ Peter M. Carlson	Executive Vice President	August 14, 2014
Peter M. Carlson	and Chief Accounting Officer (Principal Accounting Officer)

EXHIBIT INDEX


Exhibit Number		Description

4.1		MetLife Individual Distribution Sales Deferred Compensation Plan, effective January 1, 2010.

4.2		Amendment Number One to the MetLife Individual Distribution Sales Deferred Compensation Plan, effective January 1, 2010.

4.3		Amendment Number Two to the MetLife Individual Distribution Sales Deferred Compensation Plan, effective January 1, 2010.

4.4		Amendment Number Three to the MetLife Individual Distribution Sales Deferred Compensation Plan, effective January 1, 2013.

4.5		Amendment Number Four to the MetLife Individual Distribution Sales Deferred Compensation Plan, effective January 1, 2014.

4.6		Amendment Number Five to the MetLife Individual Distribution Sales Deferred Compensation Plan, effective June 1, 2014.

5.1		Opinion of Matthew Ricciardi, Esq., Chief Counsel-General Corporate of MetLife Group, Inc., who has acted as counsel for the Company, regarding the validity of the securities registered hereunder.

23.1		Consent of Independent Registered Public Accounting Firm.

23.2		Consent of Matthew Ricciardi, Esq., Chief Counsel-General Corporate of MetLife Group, Inc., an affiliate of the Company (included in Exhibit 5.1).

24.1		Power of Attorney (included on the signature page to this registration statement).

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)

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.

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

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.

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.

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

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.

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.

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.

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

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 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.

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.

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 40 1(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)(l)((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.

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.

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 Brash
Vice President and Tax Director - Steven J. Brash

Date:		Aug. 31, 2009

Witness:		/s/ Angela Layne
		Angela Layne

Exhibit 4.2

AMENDMENT NUMBER ONE TO THE

METLIFE INDIVIDUAL DISTRIBUTION SALES DEFERRED COMPENSATION

PLAN

(As effective January 1, 2010)

The MetLife Individual Distribution Sales Deferred Compensation Plan is hereby amended, effective January 1, 2010, as follows:

1. Section 8 is hereby added to read as follows:

“ Matching Contribution . If a Participant makes contributions to SIP throughout a calendar year, the Participant’s Matching Contribution Account shall be credited with a 4% Matching Contribution on any amount that would have been eligible for a contribution into SIP, under the terms of that plan without application of certain Tax Code limitations under Code sections 415 and 401(a)(17) and that was, in fact, deferred into this Plan. 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 or been forfeited under the terms of SIP.”

2. Section 12.2 is hereby amended to read as follows:

“The total amount of deferrals suspended or payment advanced shall not exceed the amount necessary to satisfy the financial consequences of the Unforeseeable Emergency plus any amounts necessary to pay any of the Participant’s federal, state or local income taxes reasonably anticipated to result from such distribution and shall not exceed the total value of the Deferred Compensation Accounts under the Plan. In determining the amount to be distributed from the Plan on a finding of an Unforeseeable Emergency, the Plan Administrator shall consider the availability of funds from other sources to satisfy the Unforeseeable Emergency including the availability of an in-service withdrawal from SIP, and shall offset those available amounts from the amount distributed from this Plan.”

3. Section 20 is hereby amended to read as follows:

“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. In cases where the qualified domestic relations order does not state a specific time and form for distribution of the interest of the spouse, former spouse or dependents, then the interest of these third party beneficiaries will be paid directly to them in a lump sum as soon as administratively possible after the Plan Administrator reviews the court order and determines that it properly applies to the Plan.”

IN WITNESS WHEREOF, the Plan Administrator has caused this Amendment to be adopted this 11th day of December, 2009.

PLAN ADMINISTRATOR

/s/ Margery Brittain

Margery Brittain

ATTEST:

/s/ Bonita Haskins

Exhibit 4.3

AMENDMENT NUMBER TWO TO THE

METLIFE INDIVIDUAL DISTRIBUTION SALES DEFERRED COMPENSATION

PLAN

(As effective January 1, 2010)

The MetLife Individual Distribution Sales Deferred Compensation Plan is hereby amended, effective January 1, 2011, as follows:

1. Section 8 is hereby amended to read as follows:

“8.

Matching Contribution . If a Participant has a valid deferral election to make contributions to SIP throughout a calendar year, the Participant’s Matching Contribution Account shall be credited with the amount of Matching Contribution (if any) with which the Participant’s SIP account would have been credited under the terms and provisions of the SIP without application of certain Tax Code limitations under Code sections 415 and 401 (a)(17) with respect to compensation deferred into this Plan. 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 the same vesting schedule, that such Matching Contributions would have vested or been forfeited under the terms of SIP, notwithstanding any accelerated vesting under the SIP for individuals who transfer to MetLife Bank.”

IN WITNESS WHEREOF, the Plan Administrator has caused this Amendment to be adopted this 16 ^th day of December, 2010.

PLAN ADMINISTRATOR

/s/ Andrew J. Bernstein

Andrew J. Bernstein

ATTEST:

/s/ Candice Martin

Exhibit 4.4

AMENDMENT NUMBER THREE TO THE

METLIFE INDIVIDUAL DISTRIBUTION SALES DEFERRED COMPENSATION PLAN

(As effective January 1, 2010)

The MetLife Individual Distribution Sales Deferred Compensation Plan is hereby amended, effective January 1, 2013, as follows:

1. Section 8 is hereby amended by restating it in its entirety to read as follows:

“8.	Matching Contributions .

(a) If a Participant has a valid deferral election to make contributions to SIP throughout a calendar year, the Participant’s Matching Contribution Account shall be credited with the amount of Matching Contribution (if any) with which the Participant’s SIP account would have been credited under the terms and provisions of the SIP without application of certain Tax Code limitations under Code sections 41 5 and 40 1(a)(17) with respect to compensation deferred into this Plan.

(b) Effective January 1, 2013, if a Participant has a valid deferral election to make contributions to SIP throughout a calendar year, the Participant’s Matching Contribution Account under this Plan will no longer be credited with the Matching Contribution (if any) that would have been credited to the Participant’s SIP account without application of certain Tax Code limitations referenced in (a) above. Instead, the Metropolitan Life Auxiliary Savings and Investment Plan shall be credited with the amount of Matching Contribution (if any) with which the Participant’s SIP account would have been credited under the terms and provisions of the SIP without application of the Tax Code limitations described in (a) above, with respect to compensation deferred into this Plan. The funds in the Participant’s Matching Contribution Account in this Plan that accrued prior to January 1, 2013 will remain in this Plan and governed by the terms of this Plan. Only prospective Matching Contributions accrued on or after January 1, 2013 are impacted by this subsection (b).

(c) 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 the same vesting schedule, that such Matching Contributions would have vested or been forfeited under the terms of the qualified 401(k) plan the Participant actively participated in at the time of deferral, notwithstanding any accelerated vesting under the SIP for individuals who transfer to MetLife Bank. A Participant’s Matching Contributions made to the Metropolitan Life Auxiliary Savings and Investment Plan in accordance with subsection 8(b) of this Plan shall vest and otherwise be governed by the terms of the Metropolitan Life Auxiliary Savings and Investment Plan.”

IN WITNESS WHEREOF, the Plan Administrator has caused this Amendment to be adopted this 26 ^th day of December, 2012.

PLAN ADMINISTRATOR

/s/ Andrew J. Bernstein

Andrew J. Bernstein

ATTEST:

/s/ Mark J. Davis

Exhibit 4.5

AMENDMENT NUMBER FOUR TO THE

METLIFE INDIVIDUAL DISTRIBUTION SALES DEFERRED COMPENSATION

PLAN

(As effective January 1, 2010)

The MetLife Individual Distribution Sales Deferred Compensation Plan is hereby amended as follows (specific effective dates are noted in the body of each numbered amendment):

1. Effective January 1, 2014, Section 4.2 is hereby amended to read as follows:

“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 1%, 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 less than 5% and 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.”

2. Effective January 1, 2014, the following will be added to the end of Section 4.4 as a new paragraph:

“Notwithstanding the language above, the Plan Administrator will reform Deferral Elections in whole or part if the Eligible Associate does not have sufficient Compensation to honor the Deferral Election under this Plan along with other voluntary benefit and pension deductions elected by the Eligible Associate. The ordering of all such deductions in relation to the Deferral Election is in the sole discretion of the Plan Administrator. If the Eligible Associate does not have sufficient Compensation to accommodate the Deferral Election and voluntary benefit and pension deductions, then the Deferral Election will be reduced so that the voluntary benefit deductions can be satisfied. Additionally, the Deferral Elections under this plan will only be valid and will only apply in pay periods where the Eligible Associate has positive pay. During any pay period, in which the Eligible Associate has negative pay, as determined in the discretion of the Plan Administrator, then the Deferral Election will be suspended and the missed deferral will not be accumulated or accommodated at a later date.”

3. Effective January 1, 2014, Section 22.2 is hereby amended to read as follows:

“22.2. “Associate” shall mean each individual who is employed by Metropolitan Life Insurance Company and is part of the field force (as interpreted by the Plan Administrator) and after January 1, 2014, has signed a sales contract with Metropolitan Life Insurance Company and is compensated under the One MetLife Affiliated Amendment Number Four to The MetLife Individual Distribution Sales Deferred Compensation Plan Compensation Plan, including sales office management and sales personnel, but excluding regional management.

IN WITNESS WHEREOF, the Plan Administrator has caused this Amendment to be adopted this 17th day of December, 2013.

PLAN ADMINISTRATOR

/s/ Mark J. Davis

Mark J. Davis

ATTEST:

/s/ Lynn Fettig

Exhibit 4.6

AMENDMENT NUMBER 5 TO THE INDIVIDUAL DISTRIBUTION SALES

DEFERRED COMPENSATION PLAN

(as effective January 1, 2010)

The Individual Distribution Sales Deferred Compensation Plan (“Plan”) is hereby amended as follows:

The name of this Plan is changed effective June 1, 2014 to “The MetLife Premier Client Group Voluntary Deferred Compensation Plan”. All references to the Plan name in the Plan document including the definition of the word “Plan” in subsection 22.20 shall be changed accordingly.

IN WITNESS WHEREOF, the Plan Administrator has caused this amendment to be adopted this 3 ^rd day of June, 2014.

/s/ Mark Davis

Plan Administrator

/s/ Mayer Naiman

Attest

Exhibit 5.1

OPINION OF MATTHEW RICCIARDI, ESQ.

August 14, 2014

MetLife, Inc.

200 Park Avenue

Floor 1200

New York, New York 10166-0188

Ladies and Gentlemen:

I am Chief Counsel—General Corporate of MetLife Group, Inc., and have acted as counsel for 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 Premier Client Group Voluntary 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 and to the use of my name under the heading “Interests of Named Experts and Counsel” therein.


Very truly yours,

		/s/ Matthew Ricciardi
Name:		Matthew Ricciardi
Title:		Chief Counsel—General Corporate MetLife Group, Inc.

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 reports dated February 26, 2014, relating to the consolidated financial statements and financial statement schedules of MetLife, Inc. and subsidiaries (“MetLife”), and the effectiveness of MetLife’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of MetLife for the year ended December 31, 2013, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

New York, New York

August 14, 2014