Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On August 23, 2022, the Superintendent of the New York State Department of
Financial Services (the “Superintendent”) approved amendments to the By-Laws (as
so amended, the “By-Laws”) of Metropolitan Life Insurance Company (the
“Company”) previously approved by the Company’s Board of Directors (the
“Board”), rendering them effective. The Company is a wholly-owned subsidiary of
MetLife, Inc.

The amendments:

Board Committees

    •     amend the names of the Governance Committee and the Finance Committee of
          the Board, respectively, to the Governance and Corporate Responsibility
          Committee and the Finance and Risk Committee;



    •     remove the mandate for the Executive Committee to make recommendations to
          the Board with respect to the policyholder dividend and to surplus
          policies and practices, and remove the provision regarding the authority
          of the Executive Committee to declare dividends in respect of the
          Company's common stock;

Chairman of the Board and Chief Executive Officer

    •     mandate the Board to elect the Chairman of the Board (the "Chairman")
          from among the Directors;



    •     allow the Chairman, in addition to the Chief Executive Officer (the
          "CEO"), to call for special meetings of the shareholders or of the Board;



    •     allow the Chairman, instead of the CEO, to: (i) call for meetings of
          standing committees; (ii) designate the presiding member of a committee
          if the chair of that committee is not present; and (iii) appoint special
          committees of Directors for the purpose of advising the CEO;



    •     require that the Chairman preside at meetings of the Board, and maintain
          that the Board will determine the presiding member in the absence of the
          Chairman;



    •     remove the provision allowing the CEO to designate a temporary chair for
          a Board committee with a vacant chair position;


Other

    •     allow notice for each meeting of shareholders to be sent by electronic
          communication, in addition to the previously permitted methods of
          personal notice or first-class mail;



    •     allow execution of instruments using other marks in addition to the
          previously allowed facsimile signatures;



    •     allow for future proposed amendments to the By-Laws to be provided to
          Directors by other means in addition to the previously specified postal
          mail;



    •     allow for special meetings of the Board to be called on twenty-four
          hours' notice through expanded telecommunication and electronic means or
          five days' notice, if notice is mailed, rather than two days' notice; and



    •     require that the record date for any action other than a meeting of
          shareholders be no more than sixty days prior to such action, rather than
          fifty days.

The foregoing description of the By-Laws is not complete and is qualified in its
entirety by reference to the full text of the By-Laws, which are filed as
Exhibit 3.1 hereto in redline form showing the amendments described above, and
as Exhibit 3.2 hereto in unmarked form, and are incorporated herein by
reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit
  No.                                    Description

3.1           Amended and Restated By-Laws of Metropolitan Life Insurance Company,
            effective August 23, 2022, redlined for amendments effective
            August 23, 2022.

3.2           Amended and Restated By-Laws of Metropolitan Life Insurance Company,
            effective August 23, 2022.

101         Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in
            Inline XBRL (Inline eXtensible Business Reporting Language).

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document and included in Exhibit 101).

——————————————————————————–