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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K
 (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    000-30195
 MetLife Policyholder
    Trust
 (Exact name of registrant as
    specified in its charter)
  Delaware

51-6516897(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)Rodney Square North
    1100 North Market Street
    Wilmington, DE(Address of principal
    executive offices)

19890(Zip code)   (302) 651-1000
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to section 12(b) of the
    Act: None
 Securities registered pursuant to section 12(g) of the
    Act:
    Beneficial interests in the MetLife Policyholder Trust
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
   Large accelerated
    filer o

Accelerated
    filer  oNon-accelerated
    filer þ(Do not check if a smaller
    reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE: None.




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##### 





Table of
    Contents
  PageNumberPart IItem 1.


Business


3Item 1A.


Risk Factors


7Item 1B.


Unresolved Staff Comments


8Item 2.


Properties


8Item 3.


Legal Proceedings


8Item 4.


(Removed and Reserved)


8Part IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


9Item 6.


Selected Financial Data


9Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


11Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


12Item 8.


Financial Statements and Supplementary Data


13Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


14Item 9A(T).


Controls and Procedures


14Item 9B.


Other Information


14Part IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


15Item 11.


Executive Compensation


15Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


15Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


15Item 14.


Principal Accountant Fees and Services


15Part IVItem 15.


Exhibits and Financial Statement Schedules


17Signatures


18Exhibit Index


E-1EX-31.1EX-31.2




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Note
    Regarding Forward-Looking Statements
  Form 10-K,
      Note
    Regarding Reliance on Statements in Our Contracts
  Form 10-K,
  
    should not in all instances be treated as categorical statements
    of fact, but rather as a way of allocating the risk to one of
    the parties if those statements prove to be inaccurate;
    have been qualified by disclosures that were made to the other
    party in connection with the negotiation of the applicable
    agreement, which disclosures are not necessarily reflected in
    the agreement;
    may apply standards of materiality in a way that is different
    from what may be viewed as material to investors; and
    were made only as of the date of the applicable agreement or
    such other date or dates as may be specified in the agreement
    and are subject to more recent developments.  Form 10-K
 2




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Part I  Item 1.
    Business.                 3




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4




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5




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Form 8-K Form 8-K
   6




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Item 1A.
    Risk
    Factors.  The
    Trust has limited resources and is dependent upon the Holding
    Company.
  Form 10-K
  Beneficiaries
    do not have legal title to any part of the Trust assets and have
    only certain limited rights.
    There
    is no existing trading market for the Trust Interests and
    Beneficiaries may transfer their Trust Interests only in
    limited circumstances.
   7




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A
    representative may be appointed for certain Beneficiaries in
    legal proceedings.
    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.    Item 3.
    Legal
    Proceedings.    Item 4.
    (Removed
    and Reserved). 8




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Part II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.    Item 6.
    Selected
    Financial Data.    For the Years Ended December 31,2009


2008


2007


2006


2005(In thousands)Changes in Net Assets DataOperations:Net investment income

$
173,466


$
180,305


$
194,176


$
164,414


$
156,880Net realized investment gains


90,989



394,316



516,837



432,372



335,984Change in net unrealized investment gains


(84,321
)


(7,348,282
)


(52,050
)


2,007,740



1,939,573Net increase (decrease) in net assets resulting from
    operations


180,134



(6,773,661
)


658,963



2,604,526



2,432,437Distributions to holders of Trust InterestsFrom net investment income


(173,466
)


(180,305
)


(194,176
)


(164,414
)


(156,880
)From net realized investment gains


(90,989
)


(394,316
)


(516,837
)


(432,372
)


(335,984
)Total distributions


(264,455
)


(574,621
)


(711,013
)


(596,786
)


(492,864
)Trust Interest transactionsCost of Trust Interests issued


3,040



5,239



6,491



5,474



7,631Cost of Trust Interests redeemed


(74,055
)


(143,413
)


(147,310
)


(160,930
)


(159,422
)Cost of Trust Interests withdrawn


(63,904
)


(113,765
)


(85,675
)


(152,229
)


(164,170
)Net decrease in net assets resulting from Trust Interest
    transactions


(134,919
)


(251,939
)


(226,494
)


(307,685
)


(315,961
)Total increase (decrease) in net assets


(219,240
)


(7,600,221
)


(278,544
)


1,700,055



1,623,612Net assetsBeginning of year


8,461,365



16,061,586



16,340,130



14,640,075



13,016,463End of year

$
8,242,125


$
8,461,365


$
16,061,586


$
16,340,130


$
14,640,075  9




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At December 31,2009


2008


2007


2006


2005(In thousands, except Trust Interest amounts)Balance Sheet DataAssets:Equity securities, at fair value

$
8,242,125


$
8,461,365


$
16,061,586


$
16,340,130


$
14,640,075Other assets


107,073



113,766



7,129



10,067



8,504Total assets


8,349,198



8,575,131



16,068,715



16,350,197



14,648,579Total liabilities


107,073



113,766



7,129



10,067



8,504Net assets

$
8,242,125


$
8,461,365


$
16,061,586


$
16,340,130


$
14,640,075Net assets consist of:Trust Interests

$
3,371,975


$
3,506,893


$
3,758,832


$
3,985,326


$
4,293,011Net unrealized investment gains


4,870,151



4,954,472



12,302,754



12,354,804



10,347,064Net assets,for 233,157,716; 242,724,190; 260,655,407;
    276,904,422; and 298,777,053 Trust Interests outstanding,
    respectively

$
8,242,125


$
8,461,365


$
16,061,586


$
16,340,130


$
14,640,075Other DataTrust Interest rollforward:Trust Interests, January 1


242,724,190



260,655,407



276,904,422



298,777,053



321,314,794Trust Interests issued


114,850



116,363



100,817



103,485



170,425Trust Interests redeemed


(5,196,811
)


(10,064,054
)


(10,337,547
)


(11,293,360
)


(11,187,498
)Trust Interests withdrawn


(4,484,513
)


(7,983,526
)


(6,012,285
)


(10,682,756
)


(11,520,668
)Balance, December 31


233,157,716



242,724,190



260,655,407



276,904,422



298,777,053  10




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.      Executive
    Summary
        Results
    of Operations
  Discussion
    of Results
  Year
    ended December 31, 2009 compared with the year ended
    December 31, 2008
   11




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Year
    ended December 31, 2008 compared with the year ended
    December 31, 2007
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.   12




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Item 8.
    Financial
    Statements and Supplementary Data.  Index To
    Financial Statements
   
 PageReport of Independent Registered Public
    Accounting Firm


F-1Financial Statements at December 31, 2009 and 2008 and for
    the years ended December 31, 2009, 2008 and 2007:Statements of Assets and Liabilities


F-2Statements of Operations


F-3Statements of Changes in Net Assets


F-4Notes to Financial Statements


F-5   13




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  MetLife
    Policyholder Trust:
            F-1




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MetLife
    Policyholder TrustStatements of Assets and LiabilitiesDecember 31, 2009 and 2008
    (In thousands, except Trust Interest and per Trust Interest
    amounts)
  2009


2008AssetsEquity securities, at fair value (cost, $3,371,975 and
    $3,506,893, respectively)

$
8,242,125


$
8,461,365Cash and cash equivalents


80



40Receivable for investments sold


4,106



2,866Receivable from MetLife, Inc.


102,887



110,860Total assets


8,349,198



8,575,131LiabilitiesPayable for investments purchased


80



40Payable for Trust Interests redeemed


4,106



2,866Dividends Payable to Trust Beneficiaries


102,887



110,860Total liabilities


107,073



113,766Net assets

$
8,242,125


$
8,461,365Net assets consist of:Trust Interests

$
3,371,975


$
3,506,893Net unrealized investment gains


4,870,151



4,954,472Net assets,for 233,157,716 and 242,724,190 Trust
    Interests outstanding, respectively

$
8,242,125


$
8,461,365Net asset value,offering price and redemption price per
    Trust Interest (8,242,125/233,157,716) and
    (8,461,365/242,724,190) Trust Interests, respectively

$
35.35


$
34.86    F-2




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MetLife
    Policyholder TrustStatements of Operations 
    For the Years Ended December 31, 2009, 2008 and 2007
    (In thousands)
  2009


2008


2007Net investment income

$
173,466


$
180,305


$
194,176Net investment gains (losses)Net realized investment gains


90,989



394,316



516,837Change in net unrealized investment (losses) gains


(84,321
)


(7,348,282
)


(52,050
)Net gains (losses)


6,668



(6,953,966
)


464,787Net increase (decrease) in net assets resulting from
    operations

$
180,134


$
(6,773,661
)

$
658,963    F-3




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MetLife
    Policyholder TrustStatement of Changes in Net Assets 
    For the Years Ended December 31, 2009, 2008 and 2007
    (In thousands, except Trust Interest amounts)
  2009


2008


2007OperationsNet investment income

$
173,466


$
180,305


$
194,176Net realized investment gains


90,989



394,316



516,837Change in net unrealized investment gains (losses)


(84,321
)


(7,348,282
)


(52,050
)Net increase (decrease) in net assets resulting from
    operations


180,134



(6,773,661
)


658,963Distributions to holders of Trust InterestsFrom net investment income


(173,466
)


(180,305
)


(194,176
)From net realized investment gains


(90,989
)


(394,316
)


(516,837
)Total distributions


(264,455
)


(574,621
)


(711,013
)Trust Interest transactionsCost of Trust Interests issued


3,040



5,239



6,491Cost of Trust Interests redeemed


(74,055
)


(143,413
)


(147,310
)Cost of Trust Interests withdrawn


(63,904
)


(113,765
)


(85,675
)Net decrease in net assets resulting from Trust Interest
    transactions


(134,919
)


(251,939
)


(226,494
)Total decrease in net assets


(219,240
)


(7,600,221
)


(278,544
)Net assetsBeginning of year


8,461,365



16,061,586



16,340,130End of year

$
8,242,125


$
8,461,365


$
16,061,586Other informationTrust Interest rollforward:Trust Interests, January 1


242,724,190



260,655,407



276,904,422Trust Interests issued


114,850



116,363



100,817Trust Interests redeemed


(5,196,811
)


(10,064,054
)


(10,337,547
)Trust Interests withdrawn


(4,484,513
)


(7,983,526
)


(6,012,285
)Balance, December 31


233,157,716



242,724,190



260,655,407    F-4




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MetLife
    Policyholder Trust



Notes to
    Financial Statements

(In thousands unless otherwise stated) 1.
    Significant
    Accounting Policies  Description
    of Trust
         F-5




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MetLife
    Policyholder Trust
  Notes to
    Financial Statements  (Continued)
  Equity
    Securities
  first-in
  Cash
    and Cash Equivalents
    Receivable
    from MetLife, Inc. and Liability for Dividends Payable to Trust
    Beneficiaries.
    Income
    Taxes
    2.
    Purchase
    and Sale Program     F-6




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MetLife
    Policyholder Trust
  Notes to
    Financial Statements  (Continued)
  3.
    Commitments
    and Contingencies    4.
    Beneficiary
    Voting Rights    5.
    Subsequent
    Events   F-7




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Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    Item 9A(T).
    Controls
    and Procedures.  Rule 13a-15(e) 15d-15(e)
  Rule 13a-15(f)
  Managements
    Annual Report on Internal Control Over Financial
    Reporting
    Internal Control 
    Integrated Framework
    Form 10-K
  Form 10-K page F-1.
  Item 9B.
    Other
    Information.   14




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Part III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.      Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.      Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accountant Fees and Services.    Independent
    Auditors Fees for 2009 and 2008
  2009


2008Audit Fees

$
49,950


$
49,950Audit-Related Fees

$



$
Tax Fees

$



$
All Other Fees

$



$
      15




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16




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Part IV  Item 15.
    Exhibits
    and Financial Statement Schedules.              page E-1.
 17




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Signatures      By:
    Wilmington Trust Company, not in its individual capacity,
    but solely as trustee for the TrustBy:
    /s/  Joseph
    B. Feil   Title:
    Vice President   18




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Exhibit Index  (Note Regarding Reliance on Statements in Our Contracts:In reviewing the agreements included as exhibits to this
    Annual Report on
    Form 10-K,
    please remember that they are included to provide you with
    information regarding their terms and are not intended to
    provide any other factual or disclosure information about the
    MetLife Policyholder Trust or the other parties to the
    agreements. The agreements contain representations and
    warranties by each of the parties to the applicable agreement.
    These representations and warranties have been made solely for
    the benefit of the other parties to the applicable agreement and
    (i) should not in all instances be treated as categorical
    statements of fact, but rather as a way of allocating the risk
    to one of the parties if those statements prove to be
    inaccurate; (ii) have been qualified by disclosures that
    were made to the other party in connection with the negotiation
    of the applicable agreement, which disclosures are not
    necessarily reflected in the agreement; (iii) may apply
    standards of materiality in a way that is different from what
    may be viewed as material to investors; and (iv) were made
    only as of the date of the applicable agreement or such other
    date or dates as may be specified in the agreement and are
    subject to more recent developments. Accordingly, these
    representations and warranties may not describe the actual state
    of affairs as of the date they were made or at any other time.
    Additional information about the MetLife Policyholder Trust may
    be found elsewhere in this Annual Report on
    Form 10-K
    and its other public filings, which are available without charge
    through the SECs website at www.sec.gov.)
  Exhibit No.



Description3
.1



MetLife Policyholder Trust Agreement (Incorporated by
    reference to Exhibit 10.12 to MetLife, Inc.s
    Registration Statement on
    Form S-1
    (File
    No. 333-91517)
    (the
    S-1
    Registration Statement)).3
.2



Amendment to MetLife Policyholder Trust Agreement
    (Incorporated by reference to the MetLife Policyholder
    Trusts Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007).4
.1



Amended and Restated Certificate of Incorporation of MetLife,
    Inc. (Incorporated by reference to Exhibit 3.1 to MetLife,
    Inc.s Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2006 (the 2006
    Annual Report)).4
.2



Certificate of Designation, Preferences and Rights of
    Series A Junior Participating Preferred Stock of MetLife,
    Inc., filed with the Secretary of State of Delaware on
    April 7, 2000 (Incorporated by reference to
    Exhibit 3.2 to the 2006 Annual Report).4
.3



Certificate of Designations of Floating Rate Non-Cumulative
    Preferred Stock, Series A, of MetLife, Inc., filed with the
    Secretary of State of Delaware on June 10, 2005
    (Incorporated by reference to Exhibit 99.5 to MetLife,
    Inc.s Registration Statement on
    Form 8-A
    filed on June 10, 2005).4
.4



Certificate of Designations of 6.50% Non-Cumulative Preferred
    Stock, Series B, of MetLife, Inc., filed with the Secretary
    of State of Delaware on June 14, 2005 (Incorporated by
    reference to Exhibit 99.5 to MetLife, Inc.s
    Registration Statement on
    Form 8-A
    filed on June 15, 2005).4
.5



MetLife, Inc. Amended and Restated By-laws, effective
    January 26, 2010 (Incorporated by reference to
    Exhibit 3.1 to MetLife, Inc.s Current Report on
    Form 8-K
    dated January 29, 2010).4
.6



Form of Certificate of Common Stock, par value $0.01 per share
    (Incorporated by reference to Exhibit 4.1 to the
    S-1
    Registration Statement).4
.7



Rights Agreement, dated as of April 4, 2000, between
    MetLife, Inc. and ChaseMellon Shareholder Services, L.L.C.
    (predecessor to Mellon Investor Services LLC) (Incorporated by
    reference to Exhibit 4.48 to the 2006 Annual Report).4
.8



Amendment to Rights Agreement, dated as of March 7, 2010,
    between MetLife, Inc. and Mellon Investor Services LLC (formerly
    known as ChaseMellon Shareholder Services, L.L.C.) (Incorporated
    by reference to Exhibit 2 to Amendment No. 1 to
    MetLife, Inc.s Registration Statement on
    Form 8-A/A
    filed on March 11, 2010).4
.9



Form of Right Certificate (Included as Exhibit B of
    Exhibit 4.7 incorporated by reference to Exhibit 4.48
    to the 2006 Annual Report).31
.1



Certification pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.32
.1



Certification pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.  E-1