Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 9, 2009, the Compensation Committee (the "Committee") of the Board of Directors of MetLife, Inc. (the "Company") approved a modified Form of Management Performance Share Agreement effective for February 24, 2009 and subsequent grants of Performance Shares under the MetLife, Inc. 2005 Stock and Incentive Compensation Plan. The Company has not adopted a new compensation plan.
The modified Form of Management Performance Share Agreement is identical to the terms of the previously prevailing form of agreement filed by the Company on Form 8-K on January 30, 2009, except for a further, non-discretionary, more restrictive performance condition. If the Company's Total Shareholder Return ("TSR") for the applicable three-year performance period (the "Performance Period") is zero percent or less, the performance factor percentage that would otherwise determine the number of shares of Company common stock to be paid (0-200%) will be multiplied by 0.75. TSR is determined using the change in average closing price of Company common stock in the twenty trading days prior to the first day of the Performance Period to the average closing price of Company common stock in the twenty trading days prior to and including the final day of the Performance Period, plus dividends paid on Company common stock during the Performance Period on a reinvested basis.
The foregoing description of the Form of Management Performance Share Agreement is a summary, is not complete and is qualified in its entirety by reference to the Form of Management Performance Share Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits

10.1 Form of Management Performance Share Agreement (effective February 24, 2009).

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