8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 4, 2012

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-15787	13-4075851
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
200 Park Avenue, New York, New York		10166-0188
(Address of Principal Executive Offices)		(Zip Code)

212-578-2211

(Registrant’s Telephone Number, Including Area Code)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 3.03. Material Modification to Rights of Security Holders.

On October 4, 2012, MetLife, Inc. (the “Company”) completed the remarketing of $500 million aggregate principal amount of its 1.756% Series C Senior Component Debentures, Tranche 1 (the “Tranche 1 Debentures”) and $500 million aggregate principal amount of its 3.048% Series C Senior Component Debentures, Tranche 2 (the “Tranche 2 Debentures” and, together with the Tranche 1 Debentures, the “Series C Debentures”). Effective October 10, 2012, the stated maturity of the Tranche 1 Debentures and the Tranche 2 Debentures will be December 15, 2017 and December 15, 2022, respectively. The Series C Debentures were originally issued in November 2010 as $1.0 billion aggregate principal amount of Series C Senior Debentures due 2023 pursuant to an Indenture dated as of November 9, 2001 between the Company and The Bank of New York Mellon Trust Company (as successor in interest to J.P. Morgan Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A.)), as Trustee (the “Trustee”), as supplemented by the Twentieth Supplemental Indenture, dated as of November 1, 2010 between the Company and the Trustee, and have terms described in the Company’s Prospectus Supplement relating to the remarketing dated September 27, 2012 (the “Prospectus Supplement”).

The Series C Debentures were offered and sold pursuant to the shelf registration statement on Form S-3 (File No. 333-170876), filed with the U.S. Securities and Exchange Commission on November 30, 2010, and the Prospectus Supplement.

Forms of the securities certificates representing the Tranche 1 Debentures and the Tranche 2 Debentures are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Item 8.01. Other Events.

A copy of the opinion letter of Willkie Farr & Gallagher LLP relating to the validity of the Series C Debentures is filed as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

4.1	Form of security certificate representing the Tranche 1 Debentures.
4.2	Form of security certificate representing the Tranche 2 Debentures.
5.1	Opinion Letter of Willkie Farr & Gallagher LLP relating to the validity of the Series C Debentures.
23.1	Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above).

SIGNATURES

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

METLIFE, INC.
By:	/s/ Christine M. DeBiase
Name:	Christine M. DeBiase
Title:	Vice President and Secretary

Date: October 4, 2012

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT
4.1	Form of security certificate representing the Tranche 1 Debentures.
4.2	Form of security certificate representing the Tranche 2 Debentures.
5.1	Opinion Letter of Willkie Farr & Gallagher LLP relating to the validity of the Series C Debentures.
23.1	Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above).

EX-4.1

Exhibit 4.1

METLIFE, INC.

1.756% Series C Senior Component Debentures, Tranche 1

THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE COMPONENT NOTES (AS DEFINED ON THE REVERSE HEREOF) ARE THE UNSECURED AND UNSUBORDINATED OBLIGATIONS OF METLIFE, INC. AND ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION. THE COMPONENT NOTES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY OR INSURER.

METLIFE, INC.

1.756% Series C Senior Component Debentures, Tranche 1

No. 3 CUSIP No. 59156R BE7 ISIN No. US59156RBE71

MetLife, Inc., a Delaware corporation (the “Company,” which term includes any successor to MetLife, Inc. under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., as nominee of the Depositary, or registered assigns, the principal sum of five hundred million dollars ($500,000,000.00) or such principal sum as shall be set forth in Schedule of Exchanges of Interests in the Global Security attached hereto on June 15, 2018 (the “Initial Scheduled Stated Maturity”) and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for, in each case subject to the terms of the Indenture referred to below; provided, however that, effective on October 10, 2012, such Initial Scheduled Stated Maturity shall be automatically adjusted to December 15, 2017 (thereafter, the “Stated Maturity”).

The provisions on the back of this certificate are incorporated as if set forth on the face hereof.

- 1 -

IN WITNESS WHEREOF, the Company has caused this instrument to be executed.

Dated: October 4, 2012

METLIFE, INC.

By:

Name:

Title:

Attest:

By:

Name:

Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Component Notes referred to in the within-mentioned Indenture.

Dated: October 4, 2012

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
	Authorized Signatory

- 2 -

[REVERSE OF SECURITY]

METLIFE, INC.

1.756% Series C Senior Component Debentures, Tranche 1

This Debenture is one of a duly authorized series of Securities (as defined in the Base Indenture (as defined below)) entitled the Series C Senior Component Debentures, Tranche 1, due 2018 of the Company (the “Component Notes”), issued under and pursuant to an Indenture, dated as of November 9, 2001 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee (the “Trustee”), as supplemented by the Twentieth Supplemental Indenture, dated as of November 1, 2010, between the Company and the Trustee (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”). Reference is hereby made to the Indenture, which sets forth the rights, limitations, obligations, duties and immunities of the Trustee, the Company and the Holders of the Component Notes. Capitalized terms used in this Component Note that are not defined in this Component Note shall have the respective meanings ascribed to them in the Indenture.

Interest on a Component Note shall accrue on the principal amount of such Component Note from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, September 15, 2012, in each case to, but excluding, the next Interest Payment Date or the Stated Maturity of the principal of such Component Note, as the case may be. The Interest Payment Dates are March 15, June 15, September 15 and December 15 of each year, commencing on, and including, December 15, 2012, and the Regular Record Dates are the immediately preceding March 1, June 1, September 1 or December 1, respectively (whether or not such date is a Business Day). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Interest will accrue on this Component Note at a rate of 1.756% per annum; provided that, interest on this Component Note that is payable on December 15, 2012 will be consist of interest accruing from, and including, September 15, 2012 to, but excluding, October 4, 2012, at the rate of 1.564% per annum, and interest accruing from, and including, October 4, 2012, to, but excluding, December 15, 2012, at the rate of 1.756% per annum.

The Company shall not have the right to redeem any Component Notes prior to the October 10, 2014. The Company shall have the right, at the Company’s option, at any time, and from time to time, to redeem all or any part of the Component Notes, on any date (the “Redemption Date”) on or after the October 10, 2014 (such Redemption Date to be selected by the Company), at a price payable in cash equal to the Note Redemption Price. Notwithstanding anything to the contrary in the Indenture, if a Redemption Date is after the Regular Record Date for a payment of interest on such Component Note and on or before the next Interest Payment Date of such Component Note, then such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Component Note as of the close of business on such Regular Record Date. The Component Notes shall not be entitled to any sinking fund payments.

- 3 -

If an Event of Default shall have occurred and be continuing, the principal amount of, and accrued and unpaid interest on, all of the Component Notes may become due and payable immediately, subject to the terms of the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Component Notes at the time Outstanding to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Component Notes; provided, however, that, among other things, no such supplemental indenture shall, without the consent of the Holders of each Component Note then Outstanding and affected thereby, (i) reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or (ii) reduce the percentage in principal amount of outstanding Component Notes, the consent of whose Holders is required for modification or amendment of the Indenture. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Outstanding Component Notes, on behalf of the Holders of all the Component Notes, waive any past default under the Indenture with respect to the Component Notes and its consequences, other than certain defaults set forth in the Indenture.

Prior to due presentment for registration of transfer of this Component Note, the Company, the Trustee, any paying agent and the Security Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Component Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and (subject to the applicable record dates) interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary.

No recourse shall be had for the payment of the principal of or the interest on this Component Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, shareholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

The Component Notes are issued only in principal amounts equal to an integral multiple of one thousand dollars ($1,000). Subject to the terms of the Indenture, the Component Notes are exchangeable for a like aggregate principal amount of Component Notes of a different authorized denomination, as requested by the Holder surrendering the same.

This Note shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.

- 4 -

[FORM OF ASSIGNMENT]

I or we assign to
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
(please print or type name and address)
the within Component Note and all rights thereunder, and hereby irrevocably constitute and appoint
as attorney to transfer the Component Note on the books of the Company with full power of substitution in the premises.
Dated:
	NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Component Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.
Signature Guarantee:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY

The following exchanges of a part of this Global Security for Securities in certificated form, have been made:

Date of Exchange Amount of decrease in principal amount of this Global Security Amount of Increase in principal amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Component Note custodian

EX-4.2

Exhibit 4.2

METLIFE, INC.

3.048% Series C Senior Component Debentures, Tranche 2

THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY. THIS CERTIFICATE IS EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE COMPONENT NOTES (AS DEFINED ON THE REVERSE HEREOF) ARE THE UNSECURED AND UNSUBORDINATED OBLIGATIONS OF METLIFE, INC. AND ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION. THE COMPONENT NOTES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY OR INSURER.

METLIFE, INC.

3.048% Series C Senior Component Debentures, Tranche 2

No. 3 CUSIP No. 59156R BF4 ISIN No. US59156RBF47

MetLife, Inc., a Delaware corporation (the “Company,” which term includes any successor to MetLife, Inc. under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., as nominee of the Depositary, or registered assigns, the principal sum of five hundred million dollars ($500,000,000.00) or such principal sum as shall be set forth in Schedule of Exchanges of Interests in the Global Security attached hereto on June 15, 2023 (the “Initial Scheduled Stated Maturity”) and to pay interest thereon, as provided on the reverse hereof, until the principal and any unpaid and accrued interest are paid or duly provided for, in each case subject to the terms of the Indenture referred to below; provided, however that, effective on October 10, 2012, such Initial Scheduled Stated Maturity shall be automatically adjusted to December 15, 2022 (thereafter, the “Stated Maturity”).

The provisions on the back of this certificate are incorporated as if set forth on the face hereof.

- 1 -

IN WITNESS WHEREOF, the Company has caused this instrument to be executed.

Dated: October 4, 2012

METLIFE, INC.

By:

Name:

Title:

Attest:

By:

Name:

Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Component Notes referred to in the within-mentioned Indenture.

Dated: October 4, 2012

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
	Authorized Signatory

- 2 -

[REVERSE OF SECURITY]

METLIFE, INC.

3.048% Series C Senior Component Debentures, Tranche 2

This Debenture is one of a duly authorized series of Securities (as defined in the Base Indenture (as defined below)) entitled the 3.048% Series C Senior Component Debentures, Tranche 2 of the Company (the “Component Notes”), issued under and pursuant to an Indenture, dated as of November 9, 2001 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee (the “Trustee”), as supplemented by the Twentieth Supplemental Indenture, dated as of November 1, 2010, between the Company and the Trustee (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”). Reference is hereby made to the Indenture, which sets forth the rights, limitations, obligations, duties and immunities of the Trustee, the Company and the Holders of the Component Notes. Capitalized terms used in this Component Note that are not defined in this Component Note shall have the respective meanings ascribed to them in the Indenture.

Interest on a Component Note shall accrue on the principal amount of such Component Note from, and including, the most recent date to which interest has been paid or provided for or, if no interest has been paid, from, and including, September 15, 2012, in each case to, but excluding, the next Interest Payment Date or the Stated Maturity of the principal of such Component Note, as the case may be. The Interest Payment Dates are March 15, June 15, September 15 and December 15 of each year, commencing on, and including, December 15, 2012, and the Regular Record Dates are the immediately preceding March 1, June 1, September 1 or December 1, respectively (whether or not such date is a Business Day). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Interest will accrue on this Component Note at a rate of 3.048% per annum; provided that, interest on this Component Note that is payable on December 15, 2012 will be consist of interest accruing from, and including, September 15, 2012 to, but excluding, October 4, 2012, at the rate of 1.564% per annum, and interest accruing from, and including, October 4, 2012, to, but excluding, December 15, 2012, at the rate of 3.048% per annum.

The Company shall not have the right to redeem any Component Notes prior to the October 10, 2014. The Company shall have the right, at the Company’s option, at any time, and from time to time, to redeem all or any part of the Component Notes, on any date (the “Redemption Date”) on or after the October 10, 2014 (such Redemption Date to be selected by the Company), at a price payable in cash equal to the Note Redemption Price. Notwithstanding anything to the contrary in the Indenture, if a Redemption Date is after the Regular Record Date for a payment of interest on such Component Note and on or before the next Interest Payment Date of such Component Note, then such payment of interest shall, notwithstanding such redemption, be made, on such Interest Payment Date, to the Holder of such Component Note as of the close of business on such Regular Record Date. The Component Notes shall not be entitled to any sinking fund payments.

- 3 -

If an Event of Default shall have occurred and be continuing, the principal amount of, and accrued and unpaid interest on, all of the Component Notes may become due and payable immediately, subject to the terms of the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Component Notes at the time Outstanding to execute supplemental indentures for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Component Notes; provided, however, that, among other things, no such supplemental indenture shall, without the consent of the Holders of each Component Note then Outstanding and affected thereby, (i) reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or (ii) reduce the percentage in principal amount of outstanding Component Notes, the consent of whose Holders is required for modification or amendment of the Indenture. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Outstanding Component Notes, on behalf of the Holders of all the Component Notes, waive any past default under the Indenture with respect to the Component Notes and its consequences, other than certain defaults set forth in the Indenture.

Prior to due presentment for registration of transfer of this Component Note, the Company, the Trustee, any paying agent and the Security Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Component Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal hereof and (subject to the applicable record dates) interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary.

No recourse shall be had for the payment of the principal of or the interest on this Component Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, shareholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

The Component Notes are issued only in principal amounts equal to an integral multiple of one thousand dollars ($1,000). Subject to the terms of the Indenture, the Component Notes are exchangeable for a like aggregate principal amount of Component Notes of a different authorized denomination, as requested by the Holder surrendering the same.

This Component Note shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.

- 4 -

[FORM OF ASSIGNMENT]

I or we assign to
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
(please print or type name and address)
the within Component Note and all rights thereunder, and hereby irrevocably constitute and appoint
as attorney to transfer the Component Note on the books of the Company with full power of substitution in the premises.
Dated:
	NOTICE: The signature on this assignment must correspond with the name as it appears upon the face of the within Component Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.
Signature Guarantee:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY

The following exchanges of a part of this Global Security for Securities in certificated form, have been made:

Date of Exchange Amount of decrease in principal amount of this Global Security Amount of Increase in principal amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Component Note
custodian

EX-5.1

Exhibit 5.1

[LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]

October 4, 2012

MetLife, Inc.

1095 Avenue of the Americas

New York, NY 10036

RE: METLIFE, INC. – REMARKETING OF SERIES C DEBT SECURITIES

Ladies and Gentlemen:

We have acted as special counsel to MetLife, Inc., a Delaware corporation (the “Company”), in connection with the remarketing and sale (the “Remarketing”) of (i) $500 million in aggregate principal amount of the Company’s 1.756% Series C Senior Component Debentures, Tranche 1 and (ii) $500 million in aggregate principal amount of the Company’s 3.048% Series C Senior Component Debentures, Tranche 2 (collectively, referred to herein as the “Series C Debt Securities”(as defined below)), pursuant to the Remarketing Agreement, dated August 27, 2012 (the “Remarketing Agreement”), among the Company, Deutsche Bank Trust Company Americas, a New York banking corporation (“DBTCA”), not individually but solely as stock purchase contract agent (the “Stock Purchase Contract Agent”) and as attorney-in-fact of the holders of the Company’s Common Equity Units (the “Common Equity Units”), and the remarketing agents party thereto (the “Remarketing Agents”), and the Pricing Agreement, dated September 27, 2012 (the “Pricing Agreement”), among the Company and the Remarketing Agents. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Remarketing Agreement.

The Company issued the Common Equity Units on November 1, 2010, and such Common Equity Units were subsequently offered and sold by AM Holdings LLC (f/k/a Alico Holdings LLC), a Delaware limited liability company, pursuant to the Company’s shelf

registration statement on Form S-3 (File No. 333-170876) (including the documents incorporated by reference therein, the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on November 30, 2010, and a prospectus supplement dated March 3, 2011 (filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”)). Each Common Equity Unit originally consisted of: (i) three Stock Purchase Contracts (as defined in the Stock Purchase Contract Agreement (as defined below)) under which the holder has agreed to purchase and the Company has agreed to sell on each of three Stock Purchase Dates (as defined in the Stock Purchase Contract Agreement) determined pursuant to the Stock Purchase Contract Agreement, dated November 1, 2010 (the “Stock Purchase Contract Agreement”), between the Company and the Stock Purchase Contract Agent, for a price of $25.00 per Stock Purchase Contract, a number of shares of common stock, par value $0.01 per share, of the Company, determined pursuant to the terms of such Stock Purchase Contract; and (ii)(a) a 1/40, or 2.50%, undivided beneficial interest in $1,000 principal amount of Series C Senior Debentures due 2023 (the “Original Series C Debt Securities”), (b) a 1/40, or 2.50%, undivided beneficial interest in $1,000 principal amount of Series D Senior Debentures due 2024; and (c) a 1/40, or 2.50%, undivided beneficial interest in $1,000 principal amount of Series E Senior Debentures due 2045.

The Original Series C Debt Securities were issued by the Company pursuant to an Indenture, dated as of November 9, 2011 (the “Senior Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee (the “Trustee”), as supplemented by the Twentieth Supplemental Indenture, dated as of November 1, 2010 (the “Supplemental Indenture,” and together with the Senior Indenture, the “Indenture”), between the Company and the Trustee. Effective September 15, 2012, each Original Series C Debt Security automatically and without the act of any Holder, converted into a unit consisting of two tranches, with each $2,000 principal amount of Original Series C Debt Securities thereafter consisting of (i) $1,000 principal amount of Series C Senior Component Debentures, Tranche 1, due 2018 (the “Original Tranche 1 Series C Debt Securities”) and (ii) $1,000 principal amount of Series C Senior Component Debentures, Tranche 2, due 2023 (the “Original Tranche 2 Series C Debt Securities”). As contemplated by the Indenture and the Remarketing Agreement, the interest rates on the Original Tranche 1 Series C Debt Securities and the Original Tranche 2 Series C Debt Securities will be reset on the date hereof as a result of the Remarketing (such Original Tranche 1 Series C Debt Securities and Original Tranche 2 Series C Debt Securities as so modified as a result of the Remarketing, together, the “Series C Debt Securities”).

In the above capacity, we have reviewed: (a) the Registration Statement, which automatically became effective under the Securities Act on November 30, 2010, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”); (b) the prospectus, dated November 30, 2010 (the “Base Prospectus”), filed as part of the Registration Statement; (c) the preliminary prospectus supplement, dated September 27, 2012, relating to the Series C Debt Securities, in the form filed by the Company with the Commission on September 27, 2012 pursuant to Rule 424(b) of the Rules and Regulations; (d) the prospectus supplement, dated September 27, 2012 (together with the Base Prospectus, the “Prospectus”), relating to the Series C Debt Securities, in the form filed by the Company with the Commission on October 1, 2012 pursuant to Rule 424(b) of the Rules

- 2 -

and Regulations; (e) the Issuer Free Writing Prospectus containing the final pricing terms of each tranche of the Series C Debt Securities filed by the Company with the Commission on September 27, 2012; (f) an executed copy of the Remarketing Agreement; (g) an executed copy of the Pricing Agreement; (h) an executed copy of the Stock Purchase Contract Agreement; (i) an executed copy of the Pledge Agreement, dated as of November 1, 2010, between the Company, DBTCA, as Collateral Agent, Custodial Agent and Securities Intermediary, and the Stock Purchase Contract Agent; (j) an executed copy of the Senior Indenture; (k) an executed copy of the Supplemental Indenture; (l) copies of the global registered security certificates representing each tranche of the Series C Debt Securities executed by the Company; (m) a certificate of the Assistant Secretary of the Company, dated October 4, 2012; (n) a certificate of the Chief Accounting Officer of the Company, dated October 4, 2012; (o) certificates, dated September 24, 2012 and October 4, 2012, from the Office of the Secretary of the State of Delaware as to the existence and good standing in the State of Delaware of the Company; and (p) such other records of the corporate proceedings of the Company as we have deemed necessary as the basis for the opinions expressed herein.

We have also examined, have relied as to matters of fact upon and have assumed the accuracy of originals or copies certified, or otherwise identified to our satisfaction, of such records, agreements, documents and other instruments that we have deemed appropriate and such representations, statements and certificates or comparable documents of or from public officials and officers and representatives of the Company and of representations of such persons whom we have deemed appropriate, and have made such other investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, and in connection with our review of all such documents, including the documents referred to in clauses (a) through (p) of the preceding paragraph, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents.

With your permission, for purposes of the opinion expressed herein, we have assumed that the Trustee has the power and authority to authenticate the certificates representing the Series C Debt Securities.

Based upon and subject to the foregoing, and subject to the further limitations, qualifications and assumptions stated herein, we are of the opinion that the Remarketing of the Series C Debt Securities has been duly authorized by the Company, each certificate representing each tranche of the Series C Debt Securities has been duly executed and delivered by the Company, and when each such certificate has been authenticated and delivered by the Trustee in accordance with the terms of the Indenture and the Series C Debt Securities have been delivered to the Remarketing Agents against payment therefor in accordance with the terms of the Indenture, the Series C Debt Securities will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Remarketing Agreement, the Pricing Agreement and the Indenture, and will be enforceable against the Company in accordance with their terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity).

- 3 -

We express no opinion as to the effect of any federal or state laws regarding fraudulent transfers or conveyances. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States. In particular (and without limiting the generality of the foregoing), we express no opinion concerning the effect, if any, of any law of any jurisdiction (except the State of New York) in which any holder of any Series C Debt Securities is located that limits the rate of interest that such holder may charge or collect. Furthermore, we express no opinion as to: (i) whether a United States federal court would accept jurisdiction in any dispute, action, suit or proceeding arising out of or relating to the Series C Debt Securities or the Indenture or the transactions contemplated thereby; and (ii) any waiver of inconvenient forum.

This opinion letter is rendered as of the date hereof based upon the facts and law in existence on the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any circumstances that may come to our attention after the date hereof with respect to the opinion and statements set forth above, including any changes in applicable law that may occur after the date hereof.

We consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K to be filed in connection with the Remarketing of the Series C Debt Securities, which will be incorporated by reference into the Registration Statement and the Prospectus and to the use of our name under the caption “Legal Opinions” contained in the Prospectus. In giving our consent, we do not thereby concede that we come within the category of persons whose consent is required by the Securities Act or the Rules and Regulations.

Very truly yours,

/s/ Willkie Farr & Gallagher LLP

- 4 -