Edgar Filing: METLIFE INC

As filed with the Securities and Exchange Commission on December 16, 2004

Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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METLIFE, INC.
(Exact name of registrant as specified in its charter)

Delaware 13-4075851
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)

200 Park Avenue
Floor 1200
New York, New York 10166-0188
(212) 578-2211

THE METLIFE NON-MANAGEMENT DIRECTORS DEFERRED COMPENSATION PLAN
(Full title of the plan)

James L. Lipscomb, Esq.
Executive Vice President and General Counsel
MetLife, Inc.
200 Park Avenue
Floor 1200
New York, New York 10166-0188
(212) 578-2211

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE(1) PRICE(2) REGISTRATION FEE
----------------------- ------------ ------------------ ------------------ ----------------

Obligations Under $5,000,000 100% $5,000,000 $588.50
MetLife Non-
Management
Directors Deferred
Compensation Plan

(1) The Obligations Under the MetLife Non-Management Directors Deferred
Compensation Plan (the "Obligations") are unsecured general obligations of
MetLife, Inc. to pay deferred compensation in accordance with the terms of
the MetLife Non-Management Directors Deferred Compensation Plan.

(2) Estimated solely for the purpose of determining the registration fee.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Commission by MetLife, Inc. (the
"Company") are incorporated herein by reference and made a part hereof:

(a) The Company's Annual Report on Form 10-K for the year ended December
31, 2003; and

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 2003.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement as so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.

ITEM 4. DESCRIPTION OF SECURITIES

Under the MetLife Non-Management Directors Deferred Compensation Plan (the
"Plan"), the Company will provide members of the Board of Directors of the
Company who are not employees of the Company or any of its affiliates the
opportunity to agree to the deferral of a specified percentage of the fees
payable to them for their service as directors. Those eligible to defer
compensation under the Plan may elect to defer all of a portion of such
compensation under the Plan. The minimum percentage of cash compensation which
can be deferred must result in a deferral of not less than $10,000 for any
fiscal year. The obligations of the Company under the Plan (the "Obligations")
will be unsecured general obligations of the Company to pay the deferred
compensation in the future in accordance with the terms of the Plan, and will
rank pari passu with other unsecured and unsubordinated indebtedness of the
Company from time to time outstanding.

The Company reserves the right to amend or terminate the Plan at any time,
except that no such amendment or termination shall reduce the amount of the
deferred accounts of a participating director (a "Participant") as of the date
of such amendment or termination.

The Obligations are not convertible into another security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations
and each Participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon default.

The amount of compensation to be deferred by each Participant will be
determined in accordance with the Plan based on elections by each Participant.
Each Obligation will be payable based on a date selected by each Participant in
accordance with the terms of the Plan. The Obligations will be denominated and
be payable in United States dollars or in common stock of MetLife, Inc. The
Obligations will not bear interest, except to the extent a Participant
designates that deferred compensation be held in an interest-bearing account.

A Participant's right or the right of any other person to the Obligations
cannot be assigned, alienated, sold, garnished, transferred, pledged, or
encumbered except by a written designation of a beneficiary under the Plan, by
written will, or by the laws of descent and distribution. Payments due after the
death of the Participant are made to the beneficiary designated by the
Participant under the Plan, or if there has been no designation, to the
Participant's surviving spouse, if any, or, if the Participant has no spouse, to
the Participant's estate.

The primary source of the Company's liquidity is dividends it receives
from Metropolitan Life Insurance Company ("Metropolitan Life") and other
subsidiaries. Other sources of liquidity include programs for short- and
long-term borrowing, as needed, arranged through the Company and MetLife
Funding, Inc. ("MetLife Funding"), a subsidiary of Metropolitan Life. In
addition, the Company filed a $5.0 billion shelf registration statement,
effective March 4, 2004, with the Securities and Exchange Commission ("SEC")
which permits the registration and issuance of debt and equity securities as
described more fully therein. As of the date hereof, approximately $3.2 billion
of capacity remains under such shelf registration statement.

Under the New York Insurance Law, Metropolitan Life is permitted without
prior insurance regulatory clearance to pay a stockholder dividend to the
Company as long as the aggregate amount of all such dividends in any calendar
year does not exceed the lesser of (i) 10% of its statutory surplus as of the
immediately preceding calendar year, and (ii) its statutory net gain from
operations for the immediately preceding calendar year (excluding realized
capital gains). Metropolitan Life will be permitted to pay a stockholder
dividend to the Company in excess of the lesser of such two amounts only if it
files notice of its intention to declare such a dividend and the amount thereof
with the New York Superintendent of Insurance (the "Superintendent") and the
Superintendent does not disapprove the distribution.

Under the New York Insurance Law, the Superintendent has broad discretion
in determining whether the financial condition of a stock life insurance company
would support the payment of such dividends to its stockholders. The New York
State Insurance Department (the "Department") has established informal
guidelines for such determinations. The guidelines, among other things, focus on
the insurer's overall financial condition and profitability under statutory
accounting practices. Management of the Company cannot provide assurance that
Metropolitan Life will have statutory earnings to support payment of dividends
to the Company in an amount sufficient to fund its cash requirements and pay
cash dividends or that the Superintendent will not disapprove any dividends that
Metropolitan Life must submit for the Superintendent's consideration. MetLife's
other insurance subsidiaries are also subject to restrictions on the payment of
dividends to their respective parent companies.

Section 1322 of the New York Insurance Law requires that New York domestic
life insurers report their Risk Based Capital ("RBC") based on a formula
calculated by applying factors to various asset, premium and statutory reserve
items. The formula takes into account the risk characteristics of the insurer,
including asset risk, insurance risk, interest rate risk and business risk.
Section 1322 gives the Superintendent explicit regulatory authority to require
various actions by, or take various actions against, insurers whose total
adjusted capital does not exceed certain RBC levels.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's directors and officers may be indemnified against
liabilities, fines, penalties and claims imposed upon or asserted against them
as provided in the Delaware General Corporation Law and the Company's Amended
and Restated Certificate of Incorporation and Amended and Restated By-Laws. Such
indemnification covers all costs and expenses incurred by a director or officer
in his capacity as such. The stockholders of the Company, the Board of
Directors, by a majority vote of a quorum of disinterested directors or by
determination of a committee of disinterested directors appointed by the Board,
or, under certain circumstances, independent counsel appointed by the Board of
Directors, must determine that the director or officer seeking indemnification
satisfied the applicable standard of conduct set forth in the Delaware General
Corporation Law and the Amended and Restated By-Laws of the Company. In
addition, the Delaware General Corporation Law and the Company's Amended and
Restated Certificate of Incorporation may, under certain circumstances,
eliminate the liability of directors and officers in a stockholder or derivative
proceeding.

If the person involved is not a director or officer of the Company, the
Board of Directors may cause the Company to indemnify, to the same extent
allowed for the Company's directors and officers, such person who was or is a
party to a proceeding by reason of the fact that he is or was the Company's
employee or agent, or is or was serving at the Company's request as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other entity.

The Company has in force and effect policies insuring its directors and
officers against losses which they or any of them will become legally obligated
to pay by reason of any actual or alleged error or misstatement or misleading
statement or act or omission or neglect or breach of duty by the directors and
officers in the discharge of their duties, individually or collectively, or any
matter claimed against them solely by reason of their being directors or
officers. Such coverage is limited by the specific terms and provisions of the
insurance policies.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

EXHIBIT
NUMBER DESCRIPTION

4.1 The MetLife Non-Management Directors Deferred Compensation Plan

5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the Company, regarding the legality of the securities registered
hereunder.

23.1 Consent of Independent Registered Public Accounting Firm.

EXHIBIT
NUMBER DESCRIPTION

23.2 Consent of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the Company (included in Exhibit 5).

24 Power of Attorney (included on the signature page to this
Registration Statement).

ITEM 9. UNDERTAKINGS

A. The undersigned Company hereby undertakes:

1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:

(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in this effective
Registration Statement;

(iii) include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 of
this Registration Statement or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 16th day of
December, 2004.

METLIFE, INC.

By: /s/ Robert H. Benmosche

_____________________________________
Name: Robert H. Benmosche
Title: Chairman and Chief Executive
Officer

Each person whose signature appears below hereby authorizes and appoints
Robert H. Benmosche, James L. Lipscomb and Anthony J. Williamson, or any of
them, as such person's attorney-in-fact and agent, with full power of
substitution and resubstitution, to sign and file on such person's behalf
individually and in each capacity stated below (i) any and all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed by MetLife, Inc. pursuant to Rule 462(b)
of the Securities Act of 1933, as amended, and (ii) any and all other
instruments which either of such attorneys-in-fact and agents deems necessary or
advisable to comply with the Securities Act of 1933, the rules, regulations and
requirements of the Securities and Exchange Commission and Blue Sky or other
state securities laws and regulations, as fully as such person could do in
person, hereby verifying and confirming all that such attorneys-in-fact, or his
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

NAME TITLE DATE

/s/ Robert H. Benmosche Chairman, December 16, 2004
____________________________ Chief Executive Officer and
Robert H. Benmosche Director

/s/ Curtis H. Barnette
____________________________ Director December 16, 2004
Curtis H. Barnette

____________________________ Director
Burton A. Dole, Jr.

NAME TITLE DATE

/s/ Cheryl W. Grise
____________________________ Director December 16, 2004
Cheryl W. Grise

/s/ James R. Houghton
____________________________ Director December 16, 2004
James R. Houghton

/s/ Harry P. Kamen
____________________________ Director December 16, 2004
Harry P. Kamen

/s/ Helene L. Kaplan
____________________________ Director December 16, 2004
Helene L. Kaplan

/s/ John M. Keane
____________________________ Director December 16, 2004
John M. Keane

/s/ Charles M. Leighton
____________________________ Director December 16, 2004
Charles M. Leighton

/s/ Sylvia M. Mathews
____________________________ Director December 16, 2004
Sylvia M. Mathews

/s/ Hugh B. Price
____________________________ Director December 16, 2004
Hugh B. Price

/s/ Kenton J. Sicchitano
____________________________ Director December 16, 2004
Kenton J. Sicchitano

NAME TITLE DATE

/s/ William C. Steere, Jr.
____________________________ Director December 16, 2004
William C. Steere, Jr.

/s/ William J. Wheeler
____________________________ Principal Financial Officer December 16, 2004
William J. Wheeler

/s/ Joseph J. Prochaska
____________________________ Principal Accounting Officer December 16, 2004
Joseph J. Prochaska

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION

4.1 MetLife, Inc. Non-Management Directors Deferred Compensation Plan

5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the Company, regarding the legality of the securities registered
hereunder.

23.1 Consent of Independent Registered Public Accounting Firm.

23.2 Consent of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the Company (included in Exhibit 5).

24 Power of Attorney (included on the signature page to this
Registration Statement).