Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On May 29, 2009, MetLife, Inc. (the "Company") issued $1,250,000,000 aggregate principal amount of its 6.75% Senior Notes due 2016 (the "Senior Notes"). The Senior Notes were issued pursuant to the Senior Indenture, dated as of November 9, 2001 (incorporated by reference to Exhibit 4.1(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2006), among 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, as supplemented by the Fifteenth Supplemental Indenture, dated as of May 29, 2009, with respect to the Senior Notes (attached hereto as Exhibit 4.1 and incorporated herein by reference).
The Senior Notes were offered and sold pursuant to the shelf registration statement on Form S-3 (Registration No. 333-147180) under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission on November 6, 2007 (the "Registration Statement"), and a prospectus supplement dated May 26, 2009.
Item 8.01 Other Events.
In connection with the issuance and sale of the Senior Notes, the Company entered into (i) an underwriting agreement, dated May 26, 2009 (attached hereto as Exhibit 1.1 and incorporated herein by reference), and (ii) a pricing agreement (attached hereto as Exhibit 1.2 and incorporated herein by reference), each among the Company and Barclays Capital Inc. and UBS Securities LLC, as representatives of the several underwriters (the "Underwriters"), pursuant to which the Underwriters agreed to purchase the Senior Notes from the Company.
A copy of the opinion of Dewey & LeBoeuf LLP, relating to the validity of the Senior Notes is filed as Exhibit 5.1 hereto.

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