EX-10.1






Exhibit 10.1




THE METLIFE, INC. DIRECTOR INDEMNITY PLAN





	1.	 	Purpose of Plan
	 
	 	 	MetLife, Inc. (the “Company”) has established this Director Indemnity
Plan (the “Plan”), effective July 22, 2008. The purpose of this Plan
is to affirm the contractual rights to indemnification and expense
advancement provided to the Company’s directors in Sections 6.01
through 6.05 of the Company’s Amended and Restated By-Laws in effect
as of the date hereof (the “Indemnity By-Laws”) and to provide for
expense reimbursement for former directors.
	 
	2.	 	Covered Persons
	 
	 	 	Each director of the Company serving in such capacity on July 22, 2008
or who subsequently becomes a director of the Company prior to any
amendment of the Indemnity By-Laws (each, a “Covered Person”) shall be
covered by the Plan.
	 
	3.	 	Indemnification and Expense Advancement






	 	a.	 	The Indemnity By-Laws are incorporated into this Plan in their
entirety. Each Covered Person’s right to indemnification and
advancement under the Indemnity By-Laws shall be deemed a contract
right upon commencement of the Covered Person’s service as a director.
	 
	 	b.	 	Notwithstanding anything to the contrary in Section 6.03 of the
Indemnity By-Laws, advancement of expenses (including attorneys’ fees)
incurred by a Covered Person after his or her service to the Company
has ceased shall be paid under Section 6.03 on the same basis as would
have been paid to such Covered Person had his or her service as a
director of the Company continued. Each Covered Person’s right to
such advancement of expenses shall be deemed a contract right upon
commencement of the Covered Person’s service as a director.
	 
	 	c.	 	Any actual or purported amendment, modification or repeal of the
rights to indemnification and advancement set forth in this Section 3
shall be prospective only and shall not in any way limit, restrict,
eliminate or otherwise adversely affect any such rights with respect
to any actual or alleged state of facts, occurrence, action or
omission existing at or prior to such amendment, modification, or
repeal of such rights, or any action, suit or proceeding, whether
previously or thereafter brought or threatened, based in whole or in
part upon any such actual or alleged state of facts, occurrence,
action or omission.






	4.	 	Amendment
	 
	 	 	This Plan may be amended or terminated by an officer of the Company
authorized by the Company’s Board of Directors, provided that no
amendment or termination shall affect any rights provided to a Covered
Person under Section 3 of this Plan.




 









 














	5.	 	Miscellaneous






	 	a.	 	This Plan is intended to confer on Covered Persons
indemnification and advancement rights as described herein to
the full extent permitted by applicable laws. In the event any
provision herein conflicts with any applicable law, such
provision shall be deemed modified only to the extent necessary
to resolve the conflict.
	 
	 	b.	 	This Plan will be binding on the Company and its successors.
A Covered Person may not assign any rights under the Plan, other
than by will or the laws of descent and distribution. A Covered
Person’s rights shall inure to the benefit of and be enforceable
by and for the benefit of such Person’s heirs, executors and
administrators.
	 
	 	c.	 	This Plan shall be governed by the laws of the State of
Delaware, without reference to principles of conflict of laws.
	 
	 	d.	 	This document, including any documents incorporated by
reference, constitutes the entire Plan. In the event that one
or more of the provisions of this Plan shall become
unenforceable, the enforceability of the remaining provisions of
this Plan shall not be affected.




IN WITNESS WHEREOF, pursuant to the approval of its Board of Directors, the Company has caused the
Plan to be executed by an authorized officer in its name on its behalf.




	 	 	 	 	 
	METLIFE, INC.

 	 	 
	By:  	/s/ C.
Robert Henrikson	 	 
	 	C. Robert Henrikson 	 	 
	 	Chairman, President and Chief Executive Officer 	 	 



Date: July 22, 2008




WITNESSED:




	 	 	 
	/s/ Gwenn
L. Carr
 

Gwenn L. Carr
	 	 
	Senior Vice President and
Secretary

	 	 







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