As filed with the Securities and Exchange Commission on December 15, 2006 Registration No. 333-121342 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ 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 $6,000,000 100% $6,000,000 $642.00 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 Pursuant to Instruction E of Form S-8, this filing relates to the registration of additional securities of the same class as other securities for which a registration statement filed on this form relating to a benefit plan is effective. The contents of the registration statement on Form S-8 (File No. 333-121342) are hereby incorporated by reference. 1 ITEM 8. EXHIBITS EXHIBIT NUMBER DESCRIPTION 5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate of the registrant, 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 registrant (included in Exhibit 5). 24 Power of Attorney (included on the signature page to this Post-Effective Amendment No. 1 to Registration Statement). 2 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 Post-Effective Amendment to 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 12th day of December, 2006. METLIFE, INC. By: /s/ C. Robert Henrikson _____________________________________ Name: C. Robert Henrikson Title: Chairman and Chief Executive Officer Each person whose signature appears below hereby authorizes and appoints C. Robert Henrikson, 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 any 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/ C. Robert Henrikson Chairman, December 12, 2006 ____________________________ Chief Executive Officer and C. Robert Henrikson Director /s/ Curtis H. Barnette ____________________________ Director December 12, 2006 Curtis H. Barnette /s/ Burton A. Dole, Jr. ____________________________ Director December 12, 2006 Burton A. Dole, Jr. 3 NAME TITLE DATE ____________________________ Director December 12, 2006 Cheryl W. Grise ____________________________ Director December 12, 2006 James R. Houghton ____________________________ Director December 12, 2006 Harry P. Kamen /s/ Helene L. Kaplan ____________________________ Director December 12, 2006 Helene L. Kaplan /s/ John M. Keane ____________________________ Director December 12, 2006 John M. Keane /s/ James M. Kilts ____________________________ Director December 12, 2006 James M. Kilts /s/ Charles M. Leighton ____________________________ Director December 12, 2006 Charles M. Leighton /s/ Sylvia M. Mathews ____________________________ Director December 12, 2006 Sylvia M. Mathews /s/ Hugh B. Price ____________________________ Director December 12, 2006 Hugh B. Price /s/ Kenton J. Sicchitano ____________________________ Director December 12, 2006 Kenton J. Sicchitano 4 NAME TITLE DATE /s/ William C. Steere, Jr. ____________________________ Director December 12, 2006 William C. Steere, Jr. /s/ William J. Wheeler ____________________________ Principal Financial Officer December 12, 2006 William J. Wheeler /s/ Joseph J. Prochaska ____________________________ Principal Accounting Officer December 12, 2006 Joseph J. Prochaska 5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate of the registrant, 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 registrant (included in Exhibit 5). 24 Power of Attorney (included on the signature page to this Post- Effective Amendment No. 1 to Registration Statement). 6