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

On March 25, 2009, at the recommendation of C. Robert Henrikson, MetLife, Inc. Chairman of the Board, President, and Chief Executive Officer, the MetLife Auxiliary Pension Plan was amended to cap the final average compensation of each participant, including each member of MetLife, Inc.'s Executive Group, at $4.6 million. The purpose and effect of this change on Mr. Henrikson's benefit is to reduce expected future pension accruals, thus limiting future increases in his benefit. Any increases in pension value beyond 2009 will primarily reflect Mr. Henrikson's additional service, and will not reflect any increases in his final average compensation.
Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits

10.1 Amendment Number Three to the MetLife Auxiliary Pension Plan (As amended and restated effective January 1, 2008)
(effective January 1, 2009)

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