Seventh Supplemental Indenture

Exhibit 4.1

Seventh Supplemental Indenture

between

MetLife, Inc.,
as Issuer,

and

The Bank of New York Mellon Trust Company, N.A.,
as Trustee

Dated as of February 6, 2009

Table of Contents

     SEVENTH SUPPLEMENTAL INDENTURE, dated as of February 6, 2009 (this “ Seventh Supplemental Indenture ”), between MetLife, Inc., a Delaware corporation (the “ Company ”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”), supplementing the Second Supplemental Indenture, dated as of June 21, 2005 (the “ Second Supplemental Indenture ”), between 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 trustee, and further supplementing the Subordinated Indenture, dated as of June 21, 2005 (the “ Base Indenture ” and together with the Second Supplemental Indenture, the “ Indenture ”), between 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 trustee.

Recitals

     WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide for the future issuance of the Company’s unsecured subordinated debentures, notes or other evidence of indebtedness, to be issued from time to time in one or more series as might be determined by the Company under the Base Indenture;

     WHEREAS, the Company executed and delivered the Second Supplemental Indenture to the Trustee to provide for the issuance of the Company’s 4.91% Junior Subordinated Debt Securities, Series B, due 2040 (the “ Series B Debentures ”);

     WHEREAS, pursuant to Section 2.12 of the Second Supplemental Indenture, the Company and the Trustee are required to enter into this Seventh Supplemental Indenture to make provision for remarketing and reset mechanics, including notices in respect thereof, on the basis set forth in Article X of the Trust Agreement (as defined below) with respect to the Series B Debentures;

     WHEREAS, the Company desires to include in this Seventh Supplemental Indenture provisions intended to: (i) cure certain ambiguities, defects, or inconsistencies in the Second Supplemental Indenture; (ii) amend the Second Supplemental Indenture to allow for a Remarketing of the Series B Debentures in two or more tranches (for which amendments the Company has obtained all necessary consents); and (iii) address certain matters incidental to the purpose of this Seventh Supplemental Indenture as described in this and the preceding recital;

     WHEREAS, the Company has requested that the Trustee, in respect to the Series B Debentures, execute and deliver this Seventh Supplemental Indenture in such capacity; and

     WHEREAS, all requirements necessary to make this Seventh Supplemental Indenture a valid instrument in accordance with its terms, including its execution and delivery, have been duly authorized in all respects.

     NOW, THEREFORE, the Company and the Trustee agree as follows:

ARTICLE I
Definitions

     SECTION 1.1 Definitions of Terms.

     Unless the context otherwise requires or unless otherwise set forth herein:

     (a) a term not defined herein that is defined in the Indenture, has the same meaning when used in this Seventh Supplemental Indenture;

     (b) the definition of any term in this Seventh Supplemental Indenture that is also defined in the Indenture, shall for the purposes of this Seventh Supplemental Indenture supersede the definition of such term in the Indenture;

     (c) a term defined anywhere in this Seventh Supplemental Indenture has the same meaning throughout;

     (d) the definition of a term in this Seventh Supplemental Indenture is not intended to have any effect on the meaning or definition of an identical term that is defined in the Indenture insofar as the use or effect of such term in the Base Indenture, as previously defined, is concerned;

     (e) the singular includes the plural and vice versa;

     (f) headings are for convenience of reference only and do not affect interpretation; and

     (g) the following terms have the meanings given to them in this Section 1.1(g):

     “ Base Indenture ” has the meaning set forth in the preamble hereto.

     “ Company ” has the meaning set forth in the preamble hereto.

     “ Comparable Treasury Issue ” means the U.S. Treasury security selected by the Premium Calculation Agent as having a maturity comparable to the term remaining from the Redemption Date to a date to be specified in the security certificate representing the Series B Debentures (or any tranche thereof) following a Successful Remarketing (the “ Remaining Life ”) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable term.

     “ Comparable Treasury Price ” means, with respect to a Redemption Date (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Premium Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

     “ First Applicable Remarketing Settlement Date ” has the meaning set forth in the Stock Purchase Contract Agreement.

     “ Indenture ” has the meaning set forth in the preamble hereto.

     “ Make-Whole Redemption Amount ” means the sum, as calculated by the Premium Calculation Agent, of the present values of the remaining scheduled payments of principal and interest thereon for the principal amount to be redeemed (not including any portion of those payments of interest accrued as of the date of redemption), discounted from their respective scheduled payment dates to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the Spread plus, in each case, accrued and unpaid interest thereon to the date of redemption.

     “ Premium Calculation Agent ” means an investment banking institution of national standing appointed by the Company.

     “ Reference Treasury Dealer ” means (1) Citigroup Global Markets, Inc. and its successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a “ Primary Treasury Dealer ”), the Company will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealers selected by the Premium Calculation Agent after consultation with the Company.

     “ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Premium Calculation Agent of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Premium Calculation Agent at 5:00 p.m., New York City time, on the third Business Day precedi