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The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

		Per Series B
		Preferred
		Share				Total
Initial public offering price(1)		$				$
Underwriting discount		$				$
Proceeds, before expenses, to MetLife, Inc.		$				$

(1)	The initial public offering price does not include accrued dividends, if any, that may be declared. Dividends, if declared, will accrue from the date of original issuance, which is expected to be                        , 2005.

Citigroup	Lehman Brothers	Morgan Stanley	UBS Investment Bank	Wachovia Securities

A.G. Edwards		Charles Schwab & Co., Inc.		Deutsche Bank Securities		HSBC
Janney Montgomery Scott LLC		J.J.B. Hilliard, W.L. Lyons, Inc.		JPMorgan		KeyBanc Capital Markets
Morgan Keegan & Company, Inc.		Raymond James		RBC Capital Markets		Robert W. Baird & Co.
U.S. Bancorp		Wells Fargo Securities

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		Page
Prospectus Supplement
About This Prospectus Supplement			S-3
Summary			S-4
Risk Factors			S-12
Selected Historical Consolidated Financial Information for MetLife			S-31
Unaudited Pro Forma Condensed Consolidated Financial Information			S-36
Ratio of Earnings to Fixed Charges			S-54
Use of Proceeds			S-55
Capitalization			S-56
Proposed Acquisition of the Citigroup Life Insurance and Annuities Business			S-57
Description of the Series B Preferred Shares			S-62
Certain United States Federal Income Tax Consequences			S-73
Underwriting			S-78
Legal Opinions			S-81
Experts			S-81
Prospectus
About This Prospectus			1
Where You Can Find More Information			1
Special Note Regarding Forward-Looking Statements			2
MetLife, Inc.			3
The Trusts			3
Use of Proceeds			5
Ratio of Earnings to Fixed Charges			5
Description of Securities			5
Description of Debt Securities			6
Description of Capital Stock			15
Description of Depositary Shares			21
Description of Warrants			23
Description of Purchase Contracts			24
Description of Units			25
Description of Trust Preferred Securities			26
Description of Guarantees			28
Plan of Distribution			31
Legal Opinions			33
Experts			33

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	We Do Not Expect Citigroup L&A’s Performance in 2004 and the First Quarter of 2005 to be Indicative of Its Future Contribution to Our Net Income

	•	Private Equity and Real Estate. According to Citigroup L&A management, Citigroup L&A has experienced significant declines in returns on its investments in arbitrage funds in 2005. In addition, Citigroup L&A’s 2004 and first quarter 2005 net income benefitted from the exceptionally strong performance of its private equity and real estate investments. Total private equity and real estate investment income in 2004 was $193 million and $79 million, respectively, which represented 6.5% and 2.7%, respectively, of Citigroup L&A’s total net investment income for the year. An adverse change in the private equity or real estate markets or continuing poor returns on arbitrage investments would have a negative impact on our returns from Citigroup L&A’s investments. See “Risks Relating to Our Business — The Performance of Our Investments Depends on Conditions that Are Outside Our Control, and Our Net Investment Income Can Vary from Period to Period.”
	•	Institutional Annuities. According to the Quarterly Report on Form 10-Q filed by TIC for the first quarter of 2005, institutional annuities deposits were 30% lower in the three months ended March 31, 2005 than in the comparable period in 2004. The decline in volume was a result of lower sales under TIC’s medium-term note program and GIC customers assessing concentration risk associated with the Acquisition. Structured settlement production also declined in the first quarter of 2005 as a result of initial uncertainty following the announcement of the Acquisition. Consistent with industry trends, Citigroup L&A has also experienced a slower group close-out market. The close-out business is characterized by large, infrequent transactions that contribute to volatility of quarterly premiums, benefits and losses.
	•	Retail Annuities. Although retail annuity sales have shown some growth from 2004, they have been below expectations in 2005. A slowdown in new product introductions by Citigroup L&A has hampered the ability of Citigroup L&A to respond to new offerings by competitors, and plans to expand distribution in the financial planner market and in banks have been cancelled. Also, uncertainty regarding long-term integration plans has led to wholesaler turnover.
	•	Life Insurance. The life insurance industry is facing numerous challenges that could have an impact in future periods. Reserve requirements under NAIC Model Regulation AXXX for universal life products with secondary guarantees are expected to constrain capital, while higher cost and decreased

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		availability of life reinsurance, in addition to heightened competition from major U.S. life insurance market participants, are expected to pressure profitability.
	•	International. Sales may be reduced in 2005 due to a number of factors. In Japan, Citigroup L&A has experienced a slowdown in sales of its variable annuity contracts and increased competition, reflecting lower overall variable annuity sales by Citigroup L&A’s distributors and a loss by Citigroup L&A of market share within these channels. Sales also may be reduced by a slowdown in the United Kingdom due to reduced loan origination, changes in pension regulations in Australia, and continuing uncertainty in Argentina due in part to economic conditions and the potential for government and judicial action.

	Citigroup L&A’s Business is Also Subject to Risks

	•	Citigroup L&A has experienced continued spread compression in 2005, as somewhat lower new money rates in 2005 were only partially offset by lower crediting rates on annuity products. Declining interest rates, continued low interest rates or rapidly rising interest rates could exacerbate this trend. See “Risks Relating to Our Business — Changes in Market Interest Rates May Significantly Affect Our Profitability.”
	•	Citigroup L&A’s business is significantly affected by movements in the U.S. equity and fixed income credit markets. See “Risks Relating to Our Business — A Decline in Equity Markets or an Increase in Volatility in Equity Markets May Adversely Affect Sales of Our Investment Products and Our Profitability.”
	•	Citigroup L&A has experienced a sustained period of favorable credit trends in 2004. Adverse changes in the credit quality of issuers could have a negative effect on Citigroup L&A’s investment portfolio and earnings. See “Risks Relating to Our Business — Defaults, Downgrades or Other Events Impairing the Value of Our Fixed-Income Securities Portfolio May Reduce Our Earnings.”
	•	Federal and state regulators have focused on, and continue to devote substantial attention to, the mutual fund and variable insurance product industries. See “Risks Relating to Our Business — Legal and Regulatory Investigations and Actions Are Increasingly Common in the Insurance Business and May Result in Financial Losses and Harm our Reputation.”
	•	Following the announcement of the Acquisition, the financial strength rating of each of TIC and its subsidiary, The Travelers Life and Annuity Company, was lowered one notch by certain rating agencies. While we believe the negative impact of these downgrades on Citigroup L&A’s financial results was relatively modest, future downgrades, if any, could have a more pronounced impact. See “Risks Relating to Our Business — A Downgrade or a Potential Downgrade in Our Financial Strength or Credit Ratings Could Result in a Loss of Business and Adversely Affect Our Financial Condition and Results of Operations.”

	We May Experience Difficulties in Integrating the Citigroup L&A Business

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	•	Loss of key personnel or higher than expected employee attrition rates could adversely affect the performance of the Citigroup L&A business and our ability to integrate it successfully. Citigroup L&A management has advised us that since the announcement of the Acquisition, employee departures from the Citigroup L&A business have been running at a significantly higher rate than the historical average.
	•	Citigroup L&A’s customers may reduce, delay or defer decisions concerning their use of Citigroup L&A’s products and services as a result of the Acquisition or uncertainties related to the consummation of the Acquisition. In particular, we expect that some existing Citigroup L&A customers that are also customers of MetLife will reduce their purchases from Citigroup L&A and MetLife as they assess concentration risk associated with the Acquisition. Citigroup L&A experienced lower institutional annuities deposits in the first quarter of 2005 following the announcement of the Acquisition.
	•	The Citigroup L&A business relies in part upon independent distributors to distribute its products. According to Citigroup L&A management, financial professionals not affiliated with Citigroup accounted for $1.8 billion of the $5.7 billion total individual annuity premiums and deposits, and $745 million of the $964 million total individual life insurance sales, of the Citigroup L&A business in 2004. Unaffiliated distributors typically distribute products for many different financial institutions and may not continue to generate the same volume of business for MetLife after the Acquisition. Independent distributors may reexamine the scope of their relationship with Citigroup L&A as a result of the Acquisition and decide to curtail or eliminate their distribution of Citigroup L&A products.
	•	Although we will enter into ten-year distribution arrangements with the Citigroup-affiliated distributors at the closing of the Acquisition, most of these distribution relationships will not require the distributor to distribute MetLife or Citigroup L&A products exclusively. We cannot assure you that the volume of distribution through these channels will not decrease after the Citigroup L&A business is no longer affiliated with these channels. Distribution channels affiliated with Citigroup account for significant volumes of the Citigroup L&A business, including $3.9 billion of the $5.7 billion total individual annuity premiums and deposits of the Citigroup L&A business in 2004.
	•	Integrating the Citigroup L&A business with our existing operations will require us to coordinate geographically separated organizations, address possible differences in corporate culture and management philosophies and combine separate information technology platforms.

	If the Citigroup L&A Business Does Not Perform Well or We Do Not Integrate It Successfully, We May Incur Significant Charges to Write Down the Goodwill Established in the Acquisition

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	We Must Obtain Many Governmental and Other Consents to Complete the Acquisition. If These Consents Are Delayed, Not Granted or Granted with Unacceptable Conditions, It May Jeopardize or Postpone the Completion of the Acquisition, Result in Additional Expenditures of Money and Resources and/or Reduce the Anticipated Benefits of the Acquisition

	Changes in Market Interest Rates May Significantly Affect Our Profitability

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	A Decline in Equity Markets or an Increase in Volatility in Equity Markets May Adversely Affect Sales of Our Investment Products and Our Profitability

	The Performance of Our Investments Depends on Conditions that Are Outside Our Control, and Our Net Investment Income Can Vary from Period to Period

	Competitive Factors May Adversely Affect Our Market Share and Profitability

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	We May be Unable to Attract and Retain Sales Representatives for Our Products

	Differences Between Actual Claims Experience and Underwriting and Reserving Assumptions May Adversely Affect Our Financial Results

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	Our Risk Management Policies and Procedures May Leave Us Exposed to Unidentified or Unanticipated Risk, Which Could Negatively Affect Our Business

	Catastrophes May Adversely Impact Liabilities for Policyholder Claims and Reinsurance Availability

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	A Downgrade or a Potential Downgrade in Our Financial Strength or Credit Ratings Could Result in a Loss of Business and Adversely Affect Our Financial Condition and Results of Operations

	•	reducing new sales of insurance products, annuities and other investment products;
	•	adversely affecting our relationships with our sales force and independent sales intermediaries;
	•	materially increasing the number or amount of policy surrenders and withdrawals by contractholders and policyholders;
	•	requiring us to reduce prices for many of our products and services to remain competitive; and
	•	adversely affecting our ability to obtain reinsurance at reasonable prices or at all.

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	Defaults, Downgrades or Other Events Impairing the Value of Our Fixed Maturity Securities Portfolio May Reduce Our Earnings

	Defaults on Our Mortgage and Consumer Loans May Adversely Affect Our Profitability

	Some of Our Investments Are Relatively Illiquid

	Fluctuations in Foreign Currency Exchange Rates and Foreign Securities Markets Could Negatively Affect Our Profitability

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	Our International Operations Face Political, Legal, Operational and Other Risks That Could Negatively Affect Those Operations or Our Profitability

	Reinsurance May Not Be Available, Affordable or Adequate to Protect Us Against Losses

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	If the Counterparties to Our Reinsurance Arrangements or to the Derivative Instruments We Use to Hedge Our Business Risks Default or Fail to Perform, We May Be Exposed to Risks We Had Sought to Mitigate, Which Could Materially Adversely Affect Our Financial Condition and Results of Operations

	Our Insurance Businesses Are Heavily Regulated, and Changes in Regulation May Reduce Our Profitability and Limit Our Growth

	•	licensing companies and agents to transact business;
	•	calculating the value of assets to determine compliance with statutory requirements;
	•	mandating certain insurance benefits;
	•	regulating certain premium rates;
	•	reviewing and approving policy forms;
	•	regulating unfair trade and claims practices, including through the imposition of restrictions on marketing and sales practices, distribution arrangements and payment of inducements;
	•	regulating advertising;
	•	protecting privacy;
	•	establishing statutory capital and reserve requirements and solvency standards;
	•	fixing maximum interest rates on insurance policy loans and minimum rates for guaranteed crediting rates on life insurance policies and annuity contracts;
	•	approving changes in control of insurance companies;
	•	restricting the payment of dividends and other transactions between affiliates; and
	•	regulating the types, amounts and valuation of investments.

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	Legal and Regulatory Investigations and Actions Are Increasingly Common in the Insurance Business and May Result in Financial Losses and Harm our Reputation

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	Changes in U.S. Federal and State Securities Laws May Affect Our Operations and Our Profitability

	Changes in Tax Laws Could Make Some of Our Products Less Attractive to Consumers

	As a Holding Company, We Depend on the Ability of Our Subsidiaries to Transfer Funds to Us to Pay Dividends and Meet Our Obligations

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	We May Need to Fund Deficiencies in Our Closed Block; Assets Allocated to the Closed Block Benefit Only the Holders of Closed Block Policies

	The Continued Threat of Terrorism and Ongoing Military Actions May Adversely Affect the Level of Claim Losses We Incur and the Value of Our Investment Portfolio

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	The Occurrence of Events Unanticipated In Our Disaster Recovery Systems and Management Continuity Planning Could Impair Our Ability to Conduct Business Effectively

	We Face Unforeseen Liabilities Arising from Other Possible Acquisitions and Dispositions of Businesses

	General Market Conditions and Unpredictable Factors Could Adversely Affect Market Prices for the Series B Preferred Shares

	•	whether dividends have been declared and are likely to be declared on the series B preferred shares from time to time;
	•	MetLife, Inc.’s creditworthiness;
	•	the market for similar securities; and
	•	economic, financial, geopolitical, regulatory or judicial events that affect MetLife, Inc. or the financial markets generally.

	The Series B Preferred Shares Are Equity and Are Subordinate to MetLife, Inc.’s Existing and Future Indebtedness

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	Dividends on the Series B Preferred Shares Are Non-Cumulative

	Banking Regulations May Restrict MetLife, Inc.’s Ability to Pay Dividends

	MetLife, Inc.’s Ability to Declare and Pay Dividends on the Series B Preferred Shares Will Be Limited If It Fails to Achieve Specified Net Income, Capital Adequacy and Shareholders’ Equity Levels

	•	the risk-based capital ratio of our largest U.S. life insurance subsidiaries that collectively account for 80% or more of the general account admitted assets of all of our U.S. life insurance subsidiaries was less than 175% of the company action level as of the end of the most recent year; or

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	•	MetLife, Inc.’s consolidated net income for the four-quarter period ending on the preliminary quarter end test date (the quarter that is two quarters prior to the most recently completed quarter) is zero or negative and its consolidated shareholders’ equity (minus accumulated other comprehensive income, and subject to certain other adjustments relating to changes in GAAP) as of each of the preliminary quarter test date and the most recently completed quarter has declined by 10% or more from its level as measured at the end of the benchmark quarter (the date that is ten quarters prior to the most recently completed quarter).

	The Series B Preferred Shares May Not Have an Active Trading Market

	The Voting Rights of Holders of the Series B Preferred Shares Will Be Limited

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				For the Three
				Months Ended
				March 31,								For the Year Ended December 31,
				2005				2004				2004				2003				2002				2001				2000
				(In millions)
Statements of Income Data
Revenues:
	Premiums			$	6,002			$	5,386			$	22,204			$	20,576			$	19,021			$	16,963			$	15,999
	Universal life and investment-type product policy fees				791				663				2,868				2,496				2,147				1,889				1,820
	Net investment income(1)				3,217				2,939				12,367				11,484				11,139				11,127				10,926
	Other revenues				299				313				1,198				1,199				1,166				1,340				2,070
	Net investment gains (losses)(1)(2)(3)				(15	)			116				175				(551	)			(892	)			(713	)			(444	)
		Total revenues(4)(5)(6)			10,294				9,417				38,812				35,204				32,581				30,606				30,371
Expenses:
	Policyholder benefits and claims				5,962				5,475				22,666				20,812				19,456				18,330				16,764
	Interest credited to policyholder account balances				795				738				2,998				3,035				2,950				3,084				2,935
	Policyholder dividends				415				425				1,666				1,731				1,803				1,802				1,771
	Payments to former Canadian policyholders(7)				—				—				—				—				—				—				327
	Demutualization costs				—				—				—				—				—				—				230
	Other expenses(1)				1,973				1,851				7,822				7,176				6,869				6,899				7,189
		Total expenses(4)(5)(6)(7)			9,145				8,489				35,152				32,754				31,078				30,115				29,216
Income from continuing operations before provision for income taxes					1,149				928				3,660				2,450				1,503				491				1,155
Provision for income taxes(1)(4)(8)					350				290				1,030				620				454				177				363
Income from continuing operations					799				638				2,630				1,830				1,049				314				792
Income from discontinued operations, net of income taxes(1)(4)					188				46				214				413				556				159				161
Income before cumulative effect of a change in accounting					987				684				2,844				2,243				1,605				473				953
Cumulative effect of a change in accounting, net of income taxes					—				(86	)			(86	)			(26	)			—				—				—
Net income				$	987			$	598			$	2,758			$	2,217			$	1,605			$	473			$	953
Net income after April 7, 2000 (date of demutualization)																												$	1,173

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				At March 31,				At December 31,
				2005				2004				2003				2002				2001				2000
				(In millions)
Balance Sheet Data
Assets:
	General account assets			$	276,885			$	270,039			$	251,085			$	217,733			$	194,256			$	183,912
	Separate account assets				85,786				86,769				75,756				59,693				62,714				70,250
		Total assets(4)		$	362,671			$	356,808			$	326,841			$	277,426			$	256,970			$	254,162
Liabilities:
	Life and health policyholder liabilities(9)			$	193,251			$	190,847			$	176,628			$	162,569			$	148,395			$	140,040
	Property and casualty policyholder liabilities				3,192				3,180				2,943				2,673				2,610				2,559
	Short-term debt				1,120				1,445				3,642				1,161				355				1,085
	Long-term debt				7,414				7,412				5,703				4,411				3,614				2,353
	Other liabilities				48,870				44,331				41,020				28,269				21,964				20,396
	Separate account liabilities				85,786				86,769				75,756				59,693				62,714				70,250
		Total liabilities(4)			339,633				333,984				305,692				258,776				239,652				236,683
	Company-obligated mandatorily redeemable securities of subsidiary trusts				—				—				—				1,265				1,256				1,090
Stockholders’ Equity:
	Common stock, at par value(10)				8				8				8				8				8				8
	Additional paid-in capital(10)				15,043				15,037				14,991				14,968				14,966				14,926
	Retained earnings(10)				7,595				6,608				4,193				2,807				1,349				1,021
	Treasury stock, at cost(10)				(1,764	)			(1,785	)			(835	)			(2,405	)			(1,934	)			(613	)
	Accumulated other comprehensive income (loss)(10)				2,156				2,956				2,792				2,007				1,673				1,047
		Total stockholders’ equity			23,038				22,824				21,149				17,385				16,062				16,389
		Total liabilities and stockholders’ equity		$	362,671			$	356,808			$	326,841			$	277,426			$	256,970			$	254,162

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			At or for the Three
			Months Ended
			March 31,								At or for the Year Ended December 31,
			2005				2004				2004				2003				2002				2001				2000
			(In millions, except per share data)
Other Data
	Net income		$	987			$	598			$	2,758			$	2,217			$	1,605			$	473			$	953
	Return on equity(11)			N/A				N/A				12.5	%			11.5	%			9.6	%			2.9	%			6.3	%
	Return on equity, excluding accumulated other comprehensive income			N/A				N/A				14.4	%			13.1	%			10.8	%			3.2	%			6.5	%
	Total assets under management		$	362,671			$	337,013			$	356,808			$	326,841			$	277,426			$	256,970			$	254,162
Income from Continuing Operations Available to Common Shareholders Per Share(12)
	Basic		$	1.09			$	0.84			$	3.51			$	2.45			$	1.49			$	0.42			$	1.39
	Diluted		$	1.08			$	0.84			$	3.48			$	2.42			$	1.44			$	0.41			$	1.37
Income from Discontinued Operations Per Share(12)
	Basic		$	0.25			$	0.06			$	0.28			$	0.57			$	0.79			$	0.22			$	0.13
	Diluted		$	0.25			$	0.06			$	0.28			$	0.55			$	0.76			$	0.21			$	0.12
Cumulative Effect of a Change in Accounting Per Share(12)
	Basic		$	—			$	(0.11	)		$	(0.11	)		$	(0.04	)		$	—			$	—			$	—
	Diluted		$	—			$	(0.11	)		$	(0.11	)		$	(0.03	)		$	—			$	—			$	—
Net Income Available to Common Shareholders Per Share(12)
	Basic		$	1.34			$	0.79			$	3.68			$	2.98			$	2.28			$	0.64			$	1.52
	Diluted		$	1.33			$	0.79			$	3.65			$	2.94			$	2.20			$	0.62			$	1.49
Dividends Declared Per Share				N/A				N/A			$	0.46			$	0.23			$	0.21			$	0.20			$	0.20

	(1)	In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”), income related to real estate sold or classified as held-for-sale for transactions initiated on or after January 1, 2002 is presented as discontinued operations. The following table presents the components of income from discontinued real estate operations (see footnote 4):

			For the Three
			Months Ended
			March 31,								For the Year Ended December 31,
			2005				2004				2004				2003				2002				2001				2000
			(In millions)
Investment income			$	72			$	106			$	373			$	455			$	630			$	563			$	214
Investment expense				(33	)			(58	)			(207	)			(253	)			(351	)			(338	)			—
Net investment gains (losses)				18				20				146				420				582				—				—
	Total revenues			57				68				312				622				861				225				214
Interest expense				—				2				13				4				—				1				—
Provision for income taxes				20				24				104				226				313				82				78
	Income from discontinued operations, net of income taxes		$	37			$	42			$	195			$	392			$	548			$	142			$	136

	(2)	Net investment gains (losses) exclude amounts related to real estate operations reported as discontinued operations in accordance with SFAS 144.

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	(3)	Net investment gains (losses) presented include scheduled periodic settlement payments on derivative instruments that do not qualify for hedge accounting under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, of $24 million and $14 million for the three months ended March 31, 2005 and 2004, respectively, and $51 million, $84 million, $32 million and $24 million for the years ended December 31, 2004, 2003, 2002 and 2001, respectively.
	(4)	During the third quarter of 2004, the Company entered into an agreement to sell its wholly-owned subsidiary, SSRM Holdings, Inc. (“SSRM”), to a third party, which was sold on January 31, 2005. In accordance with SFAS 144, the assets, liabilities and operations of SSRM have been reclassified into discontinued operations for all periods presented. The following tables present the operations of SSRM:

			For the
			Three
			Months
			Ended
			March 31,								For the Year Ended December 31,
			2005				2004				2004				2003				2002				2001				2000
			(In millions)
Revenues from discontinued operations			$	19			$	62			$	328			$	231			$	239			$	254			$	258
Expenses from discontinued operations				38				55				296				197				225				230				211
Income from discontinued operations, before provision for income taxes				(19	)			7				32				34				14				24				47
Provision for income taxes				(5	)			3				13				13				6				7				22
	Income from discontinued operations, net of income taxes			(14	)			4				19				21				8				17				25
Net investment gains, net of income taxes				165				—				—				—				—				—				—
	Income from discontinued operations, net of income taxes		$	151			$	4			$	19			$	21			$	8			$	17			$	25

			For the Year Ended December 31,
			2004				2003				2002				2001				2000
			(In millions)
General account assets			$	379			$	183			$	198			$	203			$	228
	Total assets		$	379			$	183			$	198			$	203			$	228
Short-term debt			$	19			$	—			$	—			$	—			$	—
Long-term debt				—				—				14				14				47
Other liabilities				221				70				78				80				95
	Total liabilities		$	240			$	70			$	92			$	94			$	142

	(5)	Includes the following combined financial statement data of Conning Corporation (“Conning”), which was sold in 2001, and MetLife’s interest in Nvest Companies, L.P. (“Nvest”) and its affiliates, which was sold in 2000:

		For the Year
		Ended
		December 31,
		2001				2000
		(In millions)
Total revenues		$	32			$	605
Total expenses		$	33			$	580

		As a result of these sales, investment gains of $25 million and $663 million were recorded for the years ended December 31, 2001 and 2000, respectively.

	(6)	Included in total revenues and total expenses for the year ended December 31, 2002 are $421 million and $358 million, respectively, related to Aseguradora Hidalgo S.A., which was acquired in June 2002.

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	(7)	In July 1998, Metropolitan Life sold a substantial portion of its Canadian operations to Clarica Life Insurance Company (“Clarica Life”). As part of that sale, a large block of policies in effect with Metropolitan Life in Canada was transferred to Clarica Life, and the holders of the transferred Canadian policies became policyholders of Clarica Life. Those transferred policyholders are no longer policyholders of Metropolitan Life and, therefore, were not entitled to compensation under the plan of reorganization. However, as a result of a commitment made in connection with obtaining Canadian regulatory approval of that sale and in connection with the demutualization, Metropolitan Life’s Canadian branch made cash payments to those who were, or were deemed to be, holders of these transferred Canadian policies. The payments were determined in a manner that is consistent with the treatment of, and fair and equitable to, eligible policyholders of Metropolitan Life.
	(8)	Provision for income taxes includes a credit of $145 million for surplus taxes for the year ended December 31, 2000. Prior to its demutualization, Metropolitan Life was subject to surplus tax imposed on mutual life insurance companies under Section 809 of the Internal Revenue Code.
	(9)	Policyholder liabilities include future policy benefits and other policyholder funds. Life and health policyholder liabilities also include policyholder account balances, policyholder dividends payable and the policyholder dividend obligation.

(10)	For additional information regarding these items, see Notes 1 and 12 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2004.
(11)	Return on equity is defined as net income divided by average total equity.
(12)	Based on earnings subsequent to the date of demutualization. For additional information regarding net income per share data, see Note 14 to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2004.

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				Historical
												Pro Forma				Pro Forma
								Citigroup				Purchase				Financing								Pro Forma
				MetLife				L&A				Adjustments				Adjustments				Notes				Consolidated
				(In millions, except per share data)
												Increase/(decrease)
Assets
Investments:
	Fixed maturities available-for-sale, at fair value			$	182,519			$	44,508			$	(88	)		$	(1,404	)			3(a), 3(b)			$	225,535
	Equity securities, at fair value				2,516				391				—				—								2,907
	Mortgage and other loans				31,977				2,349				43				—				3(c)				34,369
	Policy loans				8,953				894				5				—				3(d)				9,852
	Real estate and real estate joint ventures held-for-investment				3,458				279				127				—				3(e)				3,864
	Real estate held-for-sale				848				29				13				(478	)			3(f), 3(g)				412
	Other limited partnership interests				3,051				1,326				—				—								4,377
	Short-term investments				2,551				3,364				—				—								5,915
	Trading securities				134				1,081				—				—								1,215
	Other invested assets				4,960				338				234				—				3(h)				5,532
		Total investments			240,967				54,559				334				(1,882	)							293,978
Cash and cash equivalents					3,925				648				(10,623	)			10,623				3(i)				4,573
Common stock issuance and distribution					—				—				(1,000	)			1,000				3(i)				—
Accrued investment income					2,433				560				—				—								2,993
Premiums and other receivables					7,515				4,146				1,137				—				3(j)				12,798
Deferred policy acquisition costs					13,130				3,035				(3,035	)			—				3(l)				13,130
Value of business acquired					1,668				90				2,904				—				3(m), 3(n)				4,662
Goodwill					611				226				4,292				—				3(o), 3(p)				5,129
Other intangible assets					14				—				185				—				3(q)				199
Other assets					6,622				1,617				1				74				3(r), 3(ff), 3(s)				8,314
Separate account assets					85,786				31,052				—				—								116,838
		Total assets		$	362,671			$	95,933			$	(5,805	)		$	9,815							$	462,614
Liabilities and Stockholders’ Equity
Liabilities:
	Future policy benefits			$	100,630			$	12,679			$	3,008			$	—				3(j), 3(ff)			$	116,317
	Policyholder account balances				85,802				35,633				1,831				—				3(k)				123,266
	Other policyholder funds				7,226				1,604				—				—								8,830
	Policyholder dividends payable				1,048				—				—				—								1,048
	Policyholder dividend obligation				1,737				—				—				—								1,737
	Short-term debt				1,120				—				—				1,000				3(t)				2,120
	Long-term debt				7,414				(23	)			(87	)			4,700				3(a), 3(t)				12,004
	Shares subject to mandatory redemption				278				—				—				—								278
	Current income taxes payable				31				8				50				460				3(ff), 3(g)				549
	Deferred income taxes payable				2,414				694				(1,709	)			(51	)			3(u), 3(g)				1,348
	Payables under securities loaned transactions				31,713				2,331				—				—								34,044
	Trading securities sold not yet purchased				—				369				—				—								369
	Other liabilities				14,434				2,915				(227	)			111				3(v), 3(w)				17,233
	Separate account liabilities				85,786				31,052				—				—								116,838
		Total liabilities			339,633				87,262				2,866				6,220								435,981
Stockholders’ Equity:
	Common stock, par value $0.01 per share;				8				—				—				—								8
	Additional paid-in capital				15,043				—				—				889				3(t), 3(w)				15,932
	Preferred stock, par value $0.01 per share;				—				—				—				—								—
	Additional paid-in capital				—				—				—				1,948				3(t)				1,948
	Common stock of Citigroup L&A				—				131				(131	)			—				3(x)				—
	Additional paid-in capital				—				3,138				(3,138	)			—				3(x)				—
	Retained earnings				7,595				4,238				(4,238	)			758				3(x), 3(g)				8,353
	Treasury stock, at cost;				(1,764	)			—				—				—								(1,764	)
	Accumulated other comprehensive income				2,156				1,164				(1,164	)			—				3(x)				2,156
		Total stockholders’ equity			23,038				8,671				(8,671	)			3,595								26,633
		Total liabilities and stockholders’ equity		$	362,671			$	95,933			$	(5,805	)		$	9,815							$	462,614

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				Historical
												Pro Forma				Pro Forma
								Citigroup				Purchase				Financing						Pro Forma
				MetLife				L&A				Adjustments				Adjustments				Notes		Consolidated
				(In millions, except per share data)
												Increase/(decrease)
Revenues
Premiums				$	6,002			$	267			$	—			$	—					$	6,269
Universal life and investment-type product policy fees					791				232				(1	)			—			3(y)			1,022
Net investment income					3,217				759				(78	)			(23	)		3(z), 3(aa)			3,875
Other revenues					299				50				(19	)			—			3(bb)			330
Net investment gains (losses)					(15	)			54				—				—						39
		Total revenues			10,294				1,362				(98	)			(23	)					11,535
Expenses
Policyholder benefits and claims					5,962				320				(10	)			—			3(j)			6,272
Interest credited to policyholder account balances					795				371				(62	)			—			3(k)			1,104
Policyholder dividends					415				—				—				—						415
Other expenses					1,973				274				(39	)			70			3(cc), 3(dd)			2,278
		Total expenses			9,145				965				(111	)			70						10,069
Income from continuing operations before provision for income taxes					1,149				397				13				(93	)					1,466
Provision for income taxes					350				124				4				(32	)		3(ee)			446
Income from continuing operations				$	799			$	273			$	9			$	(61	)				$	1,020
Earnings Per Share
Income from continuing operations available to common stockholders
	Basic			$	1.09																	$	1.31
	Diluted			$	1.08																	$	1.30
Weighted average number of common shares outstanding
	Basic				734.0																		756.7
	Diluted				739.6																		762.3

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				Historical								Pro Forma				Pro Forma
												Purchase				Financing								Pro Forma
				MetLife				Citigroup L&A				Adjustments				Adjustments				Notes				Consolidated
				(In millions, except per share data)
												Increase/(decrease)
Revenues
Premiums				$	22,204			$	1,314			$	—			$	—							$	23,518
Universal life and investment-type product policy fees					2,868				711				34				—				3(y)				3,613
Net investment income					12,367				2,973				(311	)			(92	)			3(z), 3(aa)				14,937
Other revenues					1,198				161				(83	)			—				3(bb)				1,276
Net investment gains					175				14				—				—								189
		Total revenues			38,812				5,173				(360	)			(92	)							43,533
Expenses
Policyholder benefits and claims					22,666				1,529				(36	)			—				3(j)				24,159
Interest credited to policyholder account balances					2,998				1,386				(227	)			—				3(k)				4,157
Policyholder dividends					1,666				—				—				—								1,666
Other expenses					7,822				1,014				(131	)			279				3(cc), 3(dd)				8,984
		Total expenses			35,152				3,929				(394	)			279								38,966
Income from continuing operations before provision for income taxes					3,660				1,244				34				(371	)							4,567
Provision for income taxes					1,030				343				83				(130	)			3(ee)				1,326
Income from continuing operations				$	2,630			$	901			$	(49	)		$	(241	)						$	3,241
Earnings Per Share
Income from continuing operations available to common stockholders
	Basic			$	3.51																			$	4.04
	Diluted			$	3.48																			$	4.01
Weighted average number of common shares outstanding
	Basic				749.7																				772.4
	Diluted				754.8																				777.5

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1.	Basis of Presentation

	(a) Unaudited historical interim condensed consolidated financial statements of MetLife as of and for the three months ended March 31, 2005;
	(b) Unaudited historical interim combined financial statements of Citigroup L&A as of and for the three months ended March 31, 2005;
	(c) Audited historical consolidated financial statements of MetLife as of and for the year ended December 31, 2004;
	(d) Audited historical combined financial statements of Citigroup L&A as of and for the year ended December 31, 2004; and
	(e) Such other supplementary information as considered necessary to reflect the Acquisition in the unaudited pro forma condensed consolidated financial information.

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2.	Purchase Price and Financing Considerations

(i) MetLife, Inc. will issue $1 billion, 23.0 million shares, of common stock to Citigroup in the transaction. For purposes of computing the number of shares of common stock to be issued to Citigroup, the price of the MetLife, Inc.’s common stock to be issued is assumed to be $43.53 per common share, which represents the average closing price of MetLife, Inc.’s common stock on the New York Stock Exchange for the ten-day period ending May 26, 2005. The impact on pro forma earnings per share of issuing the maximum amount, $3 billion, of consideration in common stock is described in Note 4. The number of shares to be issued for purposes of that calculation was computed using the same average closing price as described above.

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	(ii) The remaining $10.5 billion of purchase price will be paid to Citigroup in cash and will be funded by MetLife in part through:

	a) The sale of a real estate property and fixed maturity securities. The unaudited pro forma condensed consolidated statements of income reflect the reduction in investment income from the sale of fixed maturity securities but do not reflect a reduction of investment income from the sale of real estate property as such investment income is reported as discontinued operations. The unaudited pro forma condensed consolidated statements of income do not reflect the gains/(losses) on the sale of real estate property or fixed maturity securities as such gains/(losses) would be reported as discontinued operations or are sales that would not be part of the normal course of business.
	b) The issuance of commercial paper and offerings of various forms of securities including senior debt, mandatorily convertible equity units, and perpetual preferred stock. The unaudited pro forma condensed consolidated statements of income reflect the impact of these financing arrangements using MetLife’s current anticipated borrowing and dividend rates for such types of securities.
	These assumptions are made based on the best information available at the time the unaudited pro forma condensed consolidated financial information was prepared. Changes in risk-free interest rates and credit spreads could change the assumed borrowing and dividend rates for such types of securities.
	c) Bridge financing which would be a short-term substitution for some or all of the longer term financing alternatives may be considered. The amount and term of the bridge financing will depend upon the timing of the closing of the transaction in combination with market access and market conditions at such time.

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											Expected
							Range of				Annual				Expected Interest/
			Anticipated				Potential				Interest/				Dividend(4)(5)
			Financing				Financing				Dividend
			Amount				Amounts				Rate(4)(5)				Annual				Quarterly
			(In millions)				(In millions)				(%)				(In millions)				(In millions)
Sources:
Cash			$	3,049			$	2,500 – 3,500				(1)(2)				(1)(2)				(1)(2)
Debt				3,700				3,000 – 5,000				2.85 – 6.00%			$	175			$	44
Mandatorily convertible equity units				2,000				2,000 – 3,000				3.50 – 4.50%			$	80			$	20
Preferred stock				2,000				1,000 – 2,000				4.00 – 6.50%			$	120			$	30
MetLife, Inc. common stock				1,000				1,000 – 3,000				(3)				(3)				(3)
	Total sources of funds		$	11,749
Uses:
Debt and equity issuance costs — See pro forma adjustments 3(s) and 3(t) in Note 3			$	126
Other transaction costs — See pro forma adjustment 3(i) in Note 3				123
Purchase price paid to Citigroup				11,500
Total purchase price				11,623
	Total uses of funds		$	11,749
Purchase Price Allocation:
Total purchase price			$	11,623
Net balance sheet assets acquired at March 31, 2005:
Carrying value of net balance sheet assets prior to the Acquisition				8,671
Estimated fair value adjustments				(1,566	)
Estimated fair value of net balance sheet assets acquired				7,105
Goodwill			$	4,518

(1)

A real estate property with a carrying value of $478 million was sold on May 4, 2005 for $1,720 million, resulting in a gain of $758 million, net of current income taxes payable of $460 million, deferred income taxes of $(51) million and transaction costs of $75 million. The real estate was sold to facilitate the funding of the Acquisition. Net investment income on such real estate property was $67 million for the year ended December 31, 2004 and $16 million during the three months ended March 31, 2005. The sale of the real estate property is reflected as a pro forma adjustment in the unaudited pro forma condensed consolidated balance sheet. The unaudited pro forma condensed consolidated statements of income have not been adjusted to reflect a reduction in the related net investment income or to reflect the gain on the sale of such real estate property as both would be reported as discontinued operations. See pro forma adjustment 3(g).

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(2)	Fixed maturities with a carrying value of $1,404 million have been assumed sold to fund the purchase price. The net investment income on such fixed maturities of $92 million for the year ended December 31, 2004 was computed based upon the average yield of fixed maturities of 6.55% during 2004. The sale of the fixed maturities and the elimination of one-fourth of the related annual investment income, $23 million for the three months ended March 31, 2005, are reflected as pro forma adjustments in the unaudited pro forma condensed consolidated balance sheet and unaudited pro forma condensed consolidated statements of income, respectively. Any gains/(losses) realized on the sale of such investments would not be part of the normal course of business and, as such, has not been reflected in the accompanying unaudited pro forma condensed consolidated statements of income for the three months ended March 31, 2005. See pro forma adjustment 3(b). The unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2004 reflects the reduction of investment income related to the sale of the fixed maturity securities but does not reflect the gains/(losses) on the sale of such fixed maturity securities as such gains/(losses) are on sales that would not be part of the normal course of business.
(3)	Common stock dividend rates are set annually and are not reflected in the unaudited pro forma condensed consolidated financial information.
(4)	Debt and perpetual preferred stock may be issued in one or more series. Debt securities are expected to consist of a combination of instruments with varying maturities and interest rates, which may be fixed or floating. The perpetual preferred stock is also expected to consist of a mix of fixed and floating rate issuances. The ranges of interest and dividend rates noted above, which have been used to calculate the impact of the financing on the unaudited pro forma condensed consolidated financial information, reflect the range associated with such potential issuances and are based on MetLife’s borrowing rates to the date of this prospectus supplement. The actual interest and dividend rates may differ from those estimated above. The range of interest rates presented above relative to the mandatorily convertible equity units (“MCEUs”) reflects only the interest rate on the debt portion of such securities. The rate on the MCEUs presented above does not reflect the contractual payment rate on the forward share purchase contract associated with such securities, which has been assumed to be 2%, and is reflected on a discounted basis as a $111 million reduction in additional paid-in capital. The discount of such contractual payments is amortized into income over the estimated three year term of such contracts. MetLife’s borrowing rates are sensitive to changes in risk-free rates and credit spreads. An increase or decrease in composite interest rates of one-quarter of a percent on debt issuances would result in a change in annual interest expense of $13 million ($3 million quarterly). Preferred dividends would change by $5 million ($1 million quarterly) as a result of a one-quarter of a percent change in dividend rates and the related impact on earnings per share would be minor.
(5)	In addition to the financing alternatives shown above, MetLife, Inc. entered into a $7 billion senior bridge credit facility with Bank of America N.A. Funding under the senior bridge credit facility, if it occurs, may occur in up to two parts, so long as the first funding relates to the acquisition of not less than 80% of the value of the assets contemplated to be acquired pursuant to the Acquisition Agreement. The net cash proceeds of certain of the financing alternatives shown above will be used to repay or reduce the amount available under the senior bridge credit facility. Loans under the senior bridge credit facility may be base rate loans or eurodollar rate loans. Base rate loans bear interest at the higher of (i) the Federal Funds Rate plus 1/2 of 1%, and (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America N.A. as its prime rate. Eurodollar rate loans bear interest at LIBOR divided by 1.00 minus the reserve percentage in effect under regulations issued from time to time by the Board of Governors of the Federal Reserve System of the United States for determining the maximum reserve requirement with respect to eurocurrency funding. Any amounts borrowed under the senior bridge credit

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facility must be repaid by the 364th day after the earlier of (i) the seventh day prior to the first closing date of the Acquisition, and (ii) June 24, 2005. As the bridge financing is expected to be temporary in nature, it would be a substitute for certain of the aforementioned financing alternatives, and would bear a short-term interest rate; therefore, no additional interest expense has been reflected in the accompanying unaudited pro forma condensed consolidated financial information.

3.	Pro Forma Adjustments

	Adjustments

	(a)	Elimination of the fair value of $88 million in fixed maturities available-for-sale held by Citigroup and issued by MetLife, Inc. and the related historical cost of the debt securities issued by MetLife of $87 million at March 31, 2005. The related interest expense to MetLife, Inc. and interest income to Citigroup L&A of $2 million and $8 million for the three months ended March 31, 2005 and for the year ended December 31, 2004, respectively, has also been eliminated in the accompanying unaudited pro forma condensed consolidated statements of income.
	(b)	Sale by MetLife, Inc. of fixed maturities available-for-sale with a carrying value of $1,404 million to fund the Acquisition of Citigroup L&A. The unaudited pro forma condensed consolidated statement of income reflects a reduction in net investment income as a result of the assumption that the sale of such fixed maturity securities would have occurred at the beginning of 2004. The net investment income foregone is computed based upon the average yield of fixed maturities of 6.55% in 2004. Net investment income of $23 million and $92 million, respectively, has been eliminated from the accompanying unaudited pro forma condensed consolidated statements of income for the three months ended March 31, 2005 and for the year ended December 31, 2004. Any gains/losses on the sale of such investments would not be part of the normal course of business and, as such, have not been reflected in the accompanying unaudited pro forma condensed consolidated statements of income.
	(c)	Fair value adjustment of $43 million for the difference between the estimated fair value and carrying value of Citigroup L&A’s investment in mortgage and other loans. Related amortization of the fair value adjustment is estimated to be $4 million and $15 million for the three months ended March 31, 2005 and for the year ended December 31, 2004, respectively, in the unaudited pro forma condensed consolidated statements of income.
	(d)	Fair value adjustment of $5 million for the difference between the estimated fair value and carrying value of Citigroup L&A’s investment in policy loans. Related amortization of the fair value adjustment is immaterial for the three months ended March 31, 2005 and $1 million for the year ended December 31, 2004 in the unaudited pro forma condensed consolidated statements of income.

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	(e)	Fair value adjustment of $127 million relates to Citigroup L&A’s investment in real estate and real estate joint ventures held-for-investment. Related amortization of the fair value adjustment resulting in a reduction in net investment income is estimated at $1 million and $5 million for the three months ended March 31, 2005 and for the year ended December 31, 2004, respectively, in the unaudited pro forma condensed consolidated statements of income.
	(f)	Fair value adjustment of $13 million relates to Citigroup L&A’s investment in real estate held-for-sale. No related amortization of the fair value adjustment was estimated to have occurred during the three months ended March 31, 2005 and the year ended December 31, 2004 as such amortization was immaterial.
	(g)	A real estate property with a carrying value of $478 million was sold on May 4, 2005 for $1,720 million, resulting in a gain of $758 million, net of current income taxes payable of $460 million, deferred income taxes of $(51) million and transaction costs of $75 million. The real estate property was sold to facilitate the funding of the Acquisition. The sale of the real estate property is reflected as a pro forma adjustment in the unaudited pro forma condensed consolidated balance sheet; however, the unaudited pro forma condensed consolidated statements of income have not been adjusted to reflect a reduction in the related net investment income or to reflect the gain on the sale of such real estate property as both would be reported as discontinued operations. The gain has been reflected as an increase in stockholders’ equity in the accompanying unaudited pro forma condensed consolidated balance sheet.
	(h)	Fair value adjustment of $234 million for the difference between the estimated fair value and carrying value of Citigroup L&A’s investment in other invested assets — principally the purchase accounting adjustment related to the elimination of the historical deferred policy acquisition costs and the establishment of value of business acquired (“VOBA”) related to certain joint ventures acquired. Related amortization of the fair value adjustment is estimated at $3 million and $9 million, for the three months ended March 31, 2005 and for the year ended December 31, 2004, respectively, and is reflected as a reduction in other revenues in the unaudited pro forma condensed consolidated statements of income.
	(i)	The pro forma financing adjustment represents the cash and cash equivalent position of $10,623 million resulting from the issuance of the commercial paper, senior debt, mandatorily convertible equity units, and perpetual preferred stock, as well as the sale of real estate and fixed maturity securities. The common stock issuance of $1,000 million is reflected separately from the cash financing sources in the pro forma financing adjustments column. The remittance to Citigroup of $10,500 million of cash and $1,000 million in common stock to acquire Citigroup L&A, plus transaction costs to other parties, is reflected in the pro forma purchase adjustments column. The transaction costs of $123 million represent an estimate of the costs that the Company expects to incur over a two year period. These costs consist primarily of investment banker and legal fees, severance payments, relocation costs, lease terminations, and closing of facilities of Citigroup L&A and have been included in the purchase price. Actual costs may vary from such estimates.
	(j)	The pro forma purchase adjustment of $1,137 million is comprised of an adjustment of $1,571 million to reinsurance recoverable representing an increase in reinsurance recoverable for benefits ceded to reinsurers and was computed using the same assumptions that were used to determine the purchase accounting adjustment to the liability for future policy benefits offset by the elimination of the reinsurance recoverable on the liability for future policy benefits of $434 million between MetLife and TIC, related to a reinsurance agreement between the two entities which will become an intercompany arrangement upon acquisition.

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		The pro forma purchase adjustment of $3,008 million is comprised of an adjustment to the liability for future policy benefits of $3,222 million representing the difference between the Citigroup L&A carrying value of such liabilities and the purchase accounting basis of such liabilities using current assumptions, plus an adjustment of $212 million related to Citigroup L&A’s Argentinean operations as described in pro forma adjustments 3(ff)(i) and (ii), and offset by the elimination of reinsurance recoverable on the liability for future policy benefits of $426 million between MetLife and TIC. Amortization of the adjustment to the liability for future policy benefits resulted in a decrease in policyholder benefits and claims of $10 million and $36 million for the three months ended March 31, 2005 and for the year ended December 31, 2004, respectively.
	(k)	The adjustment to policyholder account balances of $1,831 million represents the adjustment of Citigroup L&A’s carrying value to amounts based on expected liability cash flows discounted at current crediting rates. Interest credited to policyholder account balances for the three months ended March 31, 2005 and for the year ended December 31, 2004 decreased by $62 million and $227 million, respectively, as a result of the revaluation of policyholder account balances.
	(l)	Elimination of Citigroup L&A’s historical deferred policy acquisition costs of $3,035 million, and related amortization of $108 million and $394 million for the three months ended March 31, 2005 and the year ended December 31, 2004, respectively.
	(m)	Elimination of Citigroup L&A’s historical VOBA of $90 million and related amortization of $2 million and $10 million for the three months ended March 31, 2005 and for the year ended December 31, 2004, respectively.
	(n)	The VOBA reflects the estimated fair value of in-force contracts and represents the portion of the purchase price that is allocated to the value of the right to receive future cash flows from the life insurance and annuity contracts in force at the Acquisition date. VOBA is based on actuarially determined projections, by each block of business, of future policy and contract charges, premiums, mortality and morbidity, separate account performance, surrenders, operating expenses, investment returns and other factors. Actual experience on the purchased business may vary from these projections. An 11.5% discount rate is used to value VOBA. VOBA is amortized in relation to estimated gross profits or premiums, depending on product type. If estimated gross profits or premiums differ from expectations, the amortization of VOBA is adjusted to reflect actual experience. At March 31, 2005, the VOBA balance is estimated at $2,994 million. The estimated amortization for the three months ended March 31, 2005 and for the year ended December 31, 2004 is $73 million and $283 million, respectively.

		(In millions)
Nine months ended December 31, 2005		$	233
2006		$	307
2007		$	292
2008		$	268
2009		$	242

	(p)	Represents the goodwill of $4,518 million arising from the transaction. See computation in Note 2.

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	(q)	Represents the recognition of identifiable other intangible assets, comprised of the Citigroup L&A distribution agreements and customer relationships acquired as a part of the purchase. The estimated fair value of the distribution agreements and customer relationships are $173 million and $12 million, respectively, for a total of $185 million. The identifiable other intangibles will be amortized in relation to the expected economic benefits of the agreement. The estimated amortization for the three months ended March 31, 2005 is immaterial and for the year ended December 31, 2004 is $3 million.

	(r)	Fair value adjustment of $1 million for the difference between the estimated fair value and carrying value of Citigroup L&A’s other assets of $24 million and a recoverable from Citigroup of $25 million as described in pro forma adjustment 3(ff)(iii). The estimated amortization for the three months ended March 31, 2005 is immaterial and for the year ended December 31, 2004 is $5 million.

	(s)	The pro forma financing adjustment represents the costs associated with the issuance of commercial paper, senior debt and mandatorily convertible equity units of $74 million. For the three months ended March 31, 2005 and the year ended December 31, 2004, approximately $5 million and $20 million of such costs are assumed to be amortized, respectively.

	(t)	The pro forma financing adjustment to debt represents the issuance of $1,000 million of commercial paper, $2,700 million of senior debt, and $2,000 million of mandatorily convertible equity units as described in Note 2. Related interest expense is also described in Note 2. Related debt issuance costs, and their amortization, are described in pro forma adjustment 3(s). The pro forma financing adjustment to equity represents the issuance of $1,000 million of common stock to Citigroup and $2,000 million of preferred shares as described in Note 2. The estimated present value of the contractual payments to be made under the variable share forward contract of $111 million described in pro forma adjustment 3(w) has been reflected as a reduction in the carrying value of the common stock. Approximately $52 million in costs is associated with the issuance of the perpetual preferred stock and has been reflected as a reduction of their carrying value.

	(u)	Deferred income taxes are adjusted to reflect the income tax effects of the pro forma purchase adjustments and the adjustment of the tax basis of the assets and liabilities acquired as a result of an election under Internal Revenue Code Section 338. The net effect of such adjustments is $1,709 million. The deferred income tax asset is reduced by a valuation allowance of $115 million related to operations in Argentina.

	(v)	The pro forma purchase adjustment of $227 million consists of the fair value adjustment to decrease other liabilities for the difference between the estimated fair value and carrying value of Citigroup L&A’s other liabilities.

	(w)	The pro forma financing adjustment of $111 million records the estimated present value of the contractual payments to be made under the terms of the variable share forward contract component of the mandatorily convertible equity units. Also, a pro forma financing adjustment of $1 million and $4 million for the three months ended March 31, 2005 and the year ended December 31, 2004, respectively, has been made to record accretion on the accrued balance. See Note 2 for further discussion of the terms of the mandatorily convertible equity units.

	(x)	Elimination of Citigroup L&A’s historical equity balances.

	(y)	The pro forma purchase adjustment of $1 million for the three months ended March 31, 2005 represents a reclassification of $10 million in surrender fees from other revenues to universal life and

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		investment-type policy fees offset by the elimination of $11 million in amortization of deferred policy fees resulting from the elimination of such deferred revenue, included within the other liabilities pro forma adjustment 3(v). The pro forma purchase adjustment of $34 million for the year ended December 31, 2004 represents a reclassification of $47 million in surrender fees from other revenues to universal life and investment-type policy fees offset by the elimination of $13 million in amortization of deferred policy fees resulting from the elimination of such deferred revenue.
	(z)	Decrease in net investment income relates to pro forma purchase adjustments for the three months ended March 31, 2005 and the year ended December 31, 2004 as follows:

								For the three
								months ended				For the year ended
								March 31, 2005				December 31, 2004
								(In millions)
1)		Amortization of the increase in fair value of fixed maturity available-for-sale						$	(71	)		$	(282	)
2)		Amortization of the increase in fair value of mortgage loans			3(c)				(4	)			(15	)
3)		Amortization of the increase in fair value of policy loans			3(d)				—				(1	)
4)		Amortization of the increase in real estate held-for-investment			3(e)				(1	)			(5	)
5)		Elimination of investment income on the MetLife securities held by Citigroup			3(a)				(2	)			(8	)
								$	(78	)		$	(311	)

	(aa)	Decrease in net investment income relating to the elimination of the investment income on fixed maturity securities of $23 million and $92 million for the three months ended March 31, 2005 and for the year ended December 31, 2004, respectively, as described in pro forma adjustment 3(b).

	(bb)	The pro forma purchase adjustment of $19 million for the three months ended March 31, 2005 represents a reclassification of $10 million in surrender fees from other revenues to universal life and investment-type policy fees, plus the elimination of $6 million in amortization of deferred ceding commission income resulting from the elimination of such deferred revenue, included within the other liabilities adjustment in pro forma purchase adjustment 3(v), and the amortization of the fair value of other invested assets of $3 million as described in pro forma adjustment 3(h). The pro forma purchase adjustment of $83 million for the year ended December 31, 2004 represents a reclassification of $47 million in surrender fees from other revenues to universal life and investment-type policy fees, plus the elimination of $27 million in amortization of deferred ceding commission income resulting from the elimination of such deferred revenue, and the amortization of the fair value of other invested assets of $9 million.

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	(cc)	Decrease in other expenses relates to pro forma purchase adjustments for the three months ended March 31, 2005 and the year ended December 31, 2004 is as follows:

								For				For
								the three months ended				the year ended
								March 31, 2005				December 31, 2004
								(In millions)
1)		Elimination of intercompany interest expense			3(a)			$	(2	)		$	(8	)
2)		Elimination of amortization on historical deferred policy acquisition costs			3(l)				(108	)			(394	)
3)		Elimination of historical amortization of VOBA			3(m)				(2	)			(10	)
4)		Amortization of VOBA			3(n)				73				283
5)		Amortization of other intangible assets			3(q)				—				3
6)		Amortization of other adjustments							—				(5	)
								$	(39	)		$	(131	)

	(dd)	The pro forma financing adjustment of $70 million for the three months ended March 31, 2005 represents interest expense on financing of transaction of $64 million as disclosed in Note 2, amortization of debt issuance costs of $5 million in pro forma financing adjustment 3(s) and $1 million in accretion on accrued contractual payments on mandatorily convertible equity units in pro forma financing adjustment 3(w). The pro forma financing adjustment of $279 million for the year ended December 31, 2004 represents interest expense on financing of transaction of $255 million as disclosed in Note 2, amortization of debt issuance costs of $20 million in pro forma financing adjustment 3(s) and $4 million in accretion on accrued contractual payments on mandatorily convertible equity units.

	(ee)	Represents the income tax effect of all unaudited pro forma condensed consolidated statement of income adjustments using a tax rate of 35% for the three months ended March 31, 2005 and for the year ended December 31, 2004. The year ended December 31, 2004 also includes an adjustment of $71 million to eliminate certain tax items which are not relevant to that pro forma presentation.

	(ff)	As a part of the Acquisition, MetLife will acquire Citigroup L&A’s insurance operations in Argentina. The Argentinean economic, regulatory and legal environment, including interpretation of laws and regulations by regulators and courts, is uncertain. Potential legal or governmental actions related to pension reform, fiduciary responsibilities, performance guarantees and tax rulings could adversely affect the results of the combined company as reflected in the accompanying unaudited pro forma interim condensed consolidated financial information.

	Upon acquisition there are certain liabilities which will be established in purchase accounting as follows (subject to any adjustments to reflect changes in Citigroup L&A’s closing balance sheet):

	(i)	In order to conform to MetLife’s interpretation of applicable Argentine law, death and disability liabilities will increase by an estimated $107 million in Citigroup L&A’s managed pension business in Argentina. This increase reflects additional death and disability claims that have occurred through March 31, 2005 but had not yet been approved by the Argentine regulator. MetLife’s policy has been to accrue a liability for incurred claims in excess of the

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		claims-made amounts, reflecting management’s belief that applicable Argentine law does not relieve the managed pension business from providing for such additional claims. The accrued liability recorded by Citigroup L&A as of March 31, 2005 reflects Citigroup’s belief that the managed pension business is only obligated under applicable Argentine law to provide group claims-made coverage to the managed pension business customers.
	(ii)	An additional liability of $105 million will be established related to litigation and an impending Supreme Court of Justice of Argentina ruling in connection with the pesification of certain policyholder liabilities from U.S.-dollar-denominated insurance policies in January 2002 when the Argentina government converted all foreign currency denominated financial contracts to Argentinean pesos.

	The unaudited historical condensed combined financial statements of Citigroup L&A reflect a liability for future policy benefits for the affected insurance policies based on a conversion ratio of one Argentine peso to one U.S. dollar adjusted by CER (inflation index), which is the conversion ratio specified by the conversion law and implementing regulations for these policies. However, throughout the country and affecting all insurance companies, policyholders have challenged the legality of the conversion of their policies to pesos in various court proceedings. When policyholders have brought similar actions against MetLife’s Argentinean insurance companies, MetLife has accrued a liability, which it believes is both probable and reasonably estimable, for the difference between the value of the policy based on its original U.S. dollar terms and current open market currency exchange rates. In accordance with the requirements of Statement of Financial Accounting Standards No. 141 “Business Combinations” (“SFAS No. 141”), a pro forma adjustment of $35 million has been recorded to reflect MetLife’s estimate of the present value of such policy liabilities at March 31, 2005.
	The Supreme Court of Justice of Argentina is also currently considering actions challenging the peso conversion as it was applied to insurance policies and annuity contracts. The outcome of the Supreme Court action is uncertain, but MetLife considers it probable that some modification to the original peso conversion will be required and that the most likely modification will be to require a conversion ratio of 1.4 Argentinean pesos to one U.S. dollar, which is the conversion ratio applied to bank deposits. MetLife has estimated the fair value of the additional policy liability required for Citigroup L&A’s insurance companies would be approximately $70 million; accordingly, in accordance with SFAS 141, MetLife has recorded an adjustment to record the fair value of such liability. The maximum exposure for these companies if the Supreme Court were to overturn entirely the peso conversion is approximately $190 million. MetLife considers the possibility that the Supreme Court will entirely overturn the peso conversion as applied to insurance policies to be remote because the Supreme Court has previously upheld the peso conversion as applied to bank deposits at a conversion ratio of 1.4 Argentinean pesos to one U.S. dollar.

	(iii)	A pro forma purchase adjustment of $50 million at March 31, 2005 has been recorded related to tax contingencies generated upon pesification and the conversion of Argentinean national debt obligations from U.S. dollars to pesos at a conversion rate of 1.4 Argentinean pesos to one U.S. dollar adjusted by CER (inflation index). Based on statements from the Argentinean Undersecretary of Public Revenues Ministry of Economy, MetLife believes a tax liability exists on the conversion premium and the CER; accordingly, a liability has been established for this potential tax contingency. A receivable of $25 million from Citigroup has also been established as Citigroup has indemnified MetLife for 50% of such tax contingencies.

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4.	Earnings Per Common Share

(a)		The historical weighted average number of common shares of MetLife, Inc. is 734.0 million and 739.6 million, basic and diluted, respectively, for the three months ended March 31, 2005. The historical weighted average number of common shares of MetLife, Inc. is 749.7 million and 754.8 million, basic and diluted, respectively, for the year ended December 31, 2004.
(b)		The pro forma weighted average number of common shares, after giving effect to the Acquisition, is 756.7 million and 762.3 million, basic and diluted, respectively, for the three months ended March 31, 2005. The pro forma weighted average number of common shares reflects the issuance of 22.7 million MetLife, Inc. common shares to Citigroup in the Acquisition. For purposes of calculating the number of shares to be issued to Citigroup, the price of the MetLife, Inc. common shares to be issued is assumed to be $44.13 per common share, which represents the weighted average closing price of MetLife, Inc.’s common shares on the New York Stock Exchange for the ten-day period ending June 3, 2005.
		The pro forma weighted average number of common shares, after giving effect to the Acquisition, is 772.4 million and 777.5 million, basic and diluted, respectively, for the year ended December 31, 2004. The pro forma weighted average number of common shares reflects the issuance of 22.7 million MetLife, Inc. common shares to Citigroup in the Acquisition. For purposes of calculating the number of shares to be issued to Citigroup, the price of the MetLife, Inc. common shares to be issued is assumed to be $44.13 per common share, which represents the weighted average closing price of MetLife, Inc.’s common shares on the New York Stock Exchange for the ten-day period ending June 3, 2005.
(c)		Estimated dividends of $30 million and $120 million on the perpetual preferred stock to be issued in connection with the Acquisition have been deducted from income available to common stockholders for the three months ended March 31, 2005 and for the year ended December 31, 2004, respectively, for purposes of the pro forma earnings per share calculation. See Note 2 for discussion of the dividend rate used in preparing the pro forma earnings per share.
(d)		As discussed in Note 2, the value of shares to be issued to Citigroup by MetLife, Inc. under the Acquisition Agreement may range up to $3 billion. This unaudited pro forma condensed consolidated financial information assumes that $1 billion of common shares will be issued. For the three months ended March 31, 2005, the impact of issuing an additional $2 billion of common shares, for a total of $3 billion, to Citigroup would increase the basic and diluted weighted average common shares by 45.3 million shares and reduce both the basic and diluted pro forma earnings per share

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		amounts by $0.05, to $1.26 and $1.25, respectively. The increase in the number of common shares issued by $2 billion reduces the amount of the mandatorily convertible equity units by $2 billion which results in a decrease in interest expense of $20 million, $13 million after income taxes. Debt issuance costs on the mandatorily convertible equity units would decline by $55 million, $36 million after income taxes. The quarterly amortization of debt issuance costs and amortization of the accretion on accrued contractual payments related to the forward share contract component of the mandatorily convertible equity units would also decline by $5 million, $3 million after income taxes, and $1 million, $1 million after income taxes, respectively.
		For the year ended December 31, 2004, the impact of issuing an additional $2 billion of common shares, for a total of $3 billion, to Citigroup would increase the basic and diluted weighted average common shares by 45.3 million shares and reduce both the basic and diluted pro forma earnings per share amounts by $0.14, to $3.90 and $3.87, respectively. The increase in the number of common shares issued by $2 billion reduces the amount of the mandatorily convertible equity units by $2 billion which results in a decrease in interest expense of $80 million, $52 million after income taxes. Debt issuance costs on the mandatorily convertible equity units would decline by $55 million, $36 million after income taxes. The amortization of debt issuance costs and amortization of the accretion on accrued contractual payments related to the forward share contract component of the mandatorily convertible equity units would also decline by $18 million, $12 million after income taxes, and $4 million, $3 million after income taxes, respectively.

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		For the
		Three Months
		Ended
		March 31,								For the Year Ended December 31,
		2005				2004				2004				2003				2002				2001				2000
Ratio of Earnings to Fixed Charges			2.16				2.16				2.06				1.75				1.50				1.13				1.31

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	•	the series A preferred shares, which MetLife, Inc. expects to issue on June 13, 2005;
	•	the series B preferred shares offered hereby;
	•	mandatorily convertible equity units; and
	•	senior debt.

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				At March 31, 2005
								Adjusted for this
								Offering of
								Series B				Adjusted for the
								Preferred				Acquisition and
				Actual				Shares(1)				Related Financings(2)
				(In millions)
Short-term debt				$	1,120			$	1,120			$	2,120
Long-term debt					7,414				7,414				12,004
Shares subject to mandatory redemption					278				278				278
	Total debt				8,812				8,812				14,402
Stockholders’ Equity:
	Common stock, at par value				8				8				8
	Additional paid-in capital				15,043				15,043				15,932
	Preferred stock, at par value				—				—				—
	Additional paid-in capital				—				974				1,948
	Retained earnings				7,595				7,595				8,353
	Treasury stock, at cost				(1,764	)			(1,764	)			(1,764	)
	Accumulated other comprehensive income				2,156				2,156				2,156
	Total stockholders’ equity				23,038				24,012				26,633
		Total capitalization		$	31,850			$	32,824			$	41,035

(1)	Adjusted for this offering of series B preferred shares, assuming minimum gross proceeds of $1,000 million, net of related issuance costs of $26 million. Actual issuances could range from $1,000 million to $1,400 million. See note 2.
(2)	Adjusted for the elimination of $87 million of MetLife debt resulting from the Acquisition and the anticipated related financing transactions. The anticipated financing transactions include the expected issuance of $1,000 million of common stock to Citigroup and the assumed issuance of $1,000 million of commercial paper, $2,700 million of senior debt, $2,000 million of mandatorily convertible equity units, and $2,000 million of preferred shares which includes the actual issuance of $600 million of series A preferred shares and the assumed maximum issuance of $1,400 million of series B preferred shares. Management estimates that the series B preferred shares will range from $1,000 million to $1,400 million, for a total issuance of preferred securities of up to $2,000 million. To the extent the actual preferred securities issuance differs from the estimate or range presented above, other forms of financing will be adjusted to reflect such difference between estimate and actual.

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	Citigroup L&A U.S. Operations

	•	Retail annuity products, including fixed and variable deferred annuities and payout annuities. Citigroup L&A distributes its individual annuity products through Citigroup affiliated channels ($3.9 billion of individual retail annuity premium and deposits in 2004) and non-affiliated channels ($1.8 billion of individual annuity premium and deposits in 2004). The Citigroup affiliated channels include CitiStreet Retirement Services, Smith Barney, Primerica Financial Services and Citibank branches. Non-affiliated channels include a nationwide network of independent financial professionals and independent broker-dealers, including Morgan Stanley, Merrill Lynch & Co., Fidelity, AXA and Wachovia Securities.
	•	Individual life insurance products, including term, universal and variable life insurance. Citigroup L&A’s individual life insurance products are primarily marketed by independent financial professionals, who accounted for $745 million of the $964 million total life insurance sales for 2004.
	•	Institutional annuity products, including institutional pensions, GICs, payout annuities, group annuities sold to employer-sponsored retirement and savings plans, structured settlements and funding agreements. Citigroup L&A’s institutional annuity products are sold through direct sales and various intermediaries.

	Citigroup L&A International Operations

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	•	expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
	•	completion of required filings with, and receipt of required authorizations, consents and approvals of, insurance regulatory authorities;
	•	completion of required filings with, and receipt of required authorizations, consents and approvals of other governmental or regulatory bodies, agencies, court or authorities, except to the extent that the failure to make or obtain such filings, authorizations, consents and approvals would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business or operating results of MetLife or the Citigroup L&A business, a material adverse effect on Citigroup, or a material adverse change or effect on the ability of Citigroup or MetLife to timely perform their obligations under the Acquisition Agreement or the transactions contemplated thereunder;
	•	absence of legal or regulatory conditions, restrictions, undertakings or limitations with respect to any authorizations, consents or approvals by insurance regulatory authorities or any other governmental or regulatory body, agency, court or authority in connection with the Acquisition which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business or operating results of MetLife or the Citigroup L&A business, a material adverse effect on Citigroup, or a material adverse change or effect on the ability of Citigroup or MetLife to timely perform their obligations under the Acquisition Agreement or the transactions contemplated thereunder; and
	•	absence of any statute, rule, regulation, judgment or order being in effect by any governmental or regulatory body, agency, court or authority that restrains, enjoins or otherwise prohibits the consummation of the Acquisition or that makes the consummation of the Acquisition illegal.

	•	the representations and warranties of Citigroup set forth in the Acquisition Agreement are true and correct as of the date of execution of the Acquisition Agreement and as of the closing date of the Acquisition (subject to certain exceptions), except where any failure of the representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), business or operating results of the Citigroup L&A business or a material adverse change or effect on the ability of Citigroup to perform timely its obligations under the Acquisition Agreement or the transactions contemplated thereunder; and

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	•	Citigroup has performed in all material respects all obligations required to be performed by it under the Acquisition Agreement.

	•	the representations and warranties of MetLife set forth in the Acquisition Agreement are true and correct as of the date of execution of the Acquisition Agreement and as of the closing date of the Acquisition (subject to certain exceptions), except where any failure of the representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), business or operating results of MetLife or a material adverse change or effect on the ability of MetLife to perform timely its obligations under the Acquisition Agreement or the transactions contemplated thereunder;
	•	MetLife has performed in all material respects all requirements required to be performed by it under the Acquisition Agreement; and
	•	approval for the listing on the New York Stock Exchange of the MetLife, Inc. common stock issued to Citigroup in the Acquisition (including any shares issuable upon conversion of any non-voting convertible participating preferred stock issued to Citigroup in the Acquisition).

	•	the Acquisition has not been consummated before January 31, 2006, unless the party seeking to terminate the Acquisition Agreement has materially breached any representation, warranty, covenant or obligation under the Acquisition Agreement and the failure of the Acquisition to occur on or before that date has arisen out of, or resulted from, the material breach; or
	•	the other party breaches any of its representations, warranties, covenants or obligations in the Acquisition Agreement, which breach would prevent satisfaction of a closing condition and the breach is incapable of being cured, or is not cured, within 60 days after receipt of written notice of the breach.

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	•	no dividend shall be paid or declared on our Series A Junior Participating Preferred Stock, our common stock or any other shares of our junior stock (as defined below) (other than a dividend payable solely in junior stock); and
	•	no Series A Junior Participating Preferred Stock or common stock or other junior stock shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (other than as a result of a reclassification of junior stock for or into other junior stock, or the exchange or conversion of one share of junior stock for or into another share of junior stock and other than through the use of the proceeds of a substantially contemporaneous sale of junior stock).

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	(i)	the covered insurance subsidiaries’ risk-based capital ratio was less than 175% of the company action level for such subsidiaries, in the case of each covered insurance subsidiary based on the most recent annual financial statements for the year ended prior to such dividend payment date for which such subsidiary has filed its annual statement with the applicable state insurance commissioners (annual statements for a year are generally required to be filed on or before March 1 of the following year);

	(ii)	(x) the Trailing Four Quarters Consolidated Net Income Amount for the period ending on the quarter that is two quarters prior to the most recently completed quarter is zero or a negative amount and (y) the Adjusted Shareholders’ Equity Amount as of the most recently completed quarter and as of the end of the quarter that is two quarters before the most recently completed quarter (the “quarter test date”) has declined by 10% or more as compared to the Adjusted Shareholders’ Equity Amount at the end of the benchmark quarter (the date that is ten quarters prior to the most recently completed quarter).

	•	MetLife, Inc. satisfied the tests in each of clauses (i) and (ii) above for that fourth dividend payment date, and
	•	MetLife, Inc.’s Adjusted Shareholders’ Equity Amount as of the last completed quarter for that dividend payment date had increased from, or was less than 10% below, its level at the end of the benchmark quarter for each of the prior three dividend payment dates for which dividends were restricted under clause (ii) above. In effect, MetLife, Inc.’s Adjusted Shareholders’ Equity Amount as of the most recently completed quarter for that dividend payment date would have to be greater than, or less than 10% below, its level as of the end of not only the tenth quarter, but also each of the eleventh, twelfth and thirteenth quarters, preceding the most recently completed quarter.

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	•	The term “Adjusted Shareholders’ Equity Amount” means, as of any quarter end and subject to certain adjustments, the shareholders’ equity of MetLife, Inc. as reflected on its consolidated GAAP balance sheet as of such quarter end minus accumulated other comprehensive income as reflected on such consolidated balance sheet.
	•	The term “covered insurance subsidiaries” means our largest U.S. life insurance subsidiaries (in terms of general account admitted assets) that collectively account for 80% or more of the general account admitted assets of all of our U.S. life insurance subsidiaries. For purposes of this definition, “life insurance subsidiaries” does not include life insurance companies that are subsidiaries of other life insurance companies.
	•	The term “GAAP” means, at any date or for any period, U.S. generally accepted accounting principles as in effect on such date or for such period.
	•	The term “risk-based capital ratio” in clause (i) above refers to a ratio that insurance companies are required to calculate and report to their regulators as of the end of each year in accordance with prescribed procedures. The ratio measures the relationship of the insurance company’s “total adjusted capital,” calculated in accordance with those prescribed procedures, relative to a standard that is determined based on the magnitude of various risks present in the insurer’s operations. The NAIC’s model risk-based capital (“RBC”) law sets forth the RBC levels, ranging from the company action level to the mandatory control level, at which certain corrective actions are required and at which a state insurance regulator is authorized and expected to take regulatory action.

The highest RBC level is known as the company action level. If an insurance company’s total adjusted capital is higher than the company action level, no corrective action is required to be taken. At progressively lower levels of total adjusted capital, an insurance company faces increasingly rigorous levels of corrective action, including the submission of a comprehensive financial plan to the insurance regulator in its state of domicile, a mandatory examination or analysis of the insurer’s business and operations by the regulator and the issuance of appropriate corrective orders to address the insurance company’s financial problems, and, at the lowest levels, either voluntary or mandatory action by the regulator to place the insurer under regulatory control. The company action level is twice the level (known as the “authorized control level”) below which the regulator is authorized (but not yet required) to place the insurance company under regulatory control.

	•	The term “Trailing Four Quarters Consolidated Net Income Amount” means, for any fiscal quarter, the sum of the consolidated GAAP net income of MetLife Inc. for the four fiscal quarters ending as of the last day of such fiscal quarter.

	•	Consolidated net income of MetLife, Inc. is higher or lower than it would have been absent such change, then, for purposes of calculating the calculations described in clause (ii) of the third paragraph of this caption, “— Restrictions on Declaration and Payment of Dividends,” commencing with the

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		fiscal quarter for which such changes in GAAP becomes effective, such consolidated net income will be calculated on a pro forma basis as if such change had not occurred; or
	•	the Adjusted Shareholders’ Equity Amount as of a quarter end is higher or lower than it would have been absent such change, then, for purposes of the calculations described in clause (ii) of the third paragraph of this caption, “— Restrictions on Declaration and Payment of Dividends,” the Adjusted Shareholders’ Equity Amount will be calculated on a pro forma basis as if such change had not occurred, subject to certain limitations described in the Certificate of Designations for the series B preferred shares.

	•	the Trailing Four Quarters Consolidated Net Income Amount for the most recently completed quarter is zero or a negative amount; and
	•	the Adjusted Shareholders’ Equity Amount as of the most recently completed quarter has declined by 10% or more as compared to the Adjusted Shareholders’ Equity Amount as of the date that is eight quarters prior to the most recently completed quarter.

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	•	the redemption date;
	•	the number of series B preferred shares to be redeemed and, if less than all the series B preferred shares held by such holder are to be redeemed, the number of such series B preferred shares to be redeemed from such holder;
	•	the redemption price; and
	•	the place or places where holders may surrender certificates evidencing the series B preferred shares for payment of the redemption price.

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	•	amend or alter the provisions of MetLife, Inc.’s amended and restated certificate of incorporation or the Certificate of Designations for the series B preferred shares so as to authorize or create, or increase the authorized amount of, any class or series of stock ranking senior to the series B preferred shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of MetLife, Inc.;
	•	amend, alter or repeal the provisions of MetLife, Inc.’s amended and restated certificate of incorporation or the Certificate of Designations for the series B preferred shares so as to materially and adversely affect the special rights, preferences, privileges and voting powers of the series B preferred shares, taken as a whole; or
	•	consummate a binding share exchange or reclassification involving the series B preferred shares or a merger or consolidation of MetLife, Inc. with another entity, unless in each case (i) the series B preferred shares remain outstanding or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (ii) such series B preferred shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the series B preferred shares, taken as a whole;

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	•	to cure any ambiguity, or to cure, correct or supplement any provision contained in the Certificate of Designations for the series B preferred shares that may be defective or inconsistent; or
	•	to make any provision with respect to matters or questions arising with respect to the series B preferred shares that is not inconsistent with the provisions of the Certificate of Designations.

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	•	a dealer in securities or currencies;
	•	a trader in securities that elects to use a market-to-market method of accounting for your securities holdings;
	•	a bank;
	•	an insurance company;
	•	a thrift institution;
	•	a regulated investment company;
	•	a tax-exempt organization;
	•	a person that owns securities that are part of a hedge or that are hedged against currency risks;
	•	a person that owns securities as part of a straddle, a “constructive sale” or conversion transaction for tax purposes;
	•	a partnership, or
	•	a person whose functional currency for tax purposes is not the U.S. dollar.

	•	a citizen or resident of the United States;
	•	a domestic corporation;
	•	an estate whose income is subject to United States federal income tax regardless of its source; or
	•	a trust if a United States court has the authority to exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

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	•	results in a complete termination of your stock interest in MetLife, Inc.;
	•	is substantially disproportionate with respect to you; or
	•	is not essentially equivalent to a dividend with respect to you.

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	•	a nonresident alien individual;
	•	a foreign corporation; or
	•	an estate or trust that in either case is not subject to United States federal income tax on a net income basis on income or gain from the series B preferred shares.

	•	a valid Internal Revenue Service Form W-8BEN or an acceptable substitute form upon which you certify, under penalties of perjury, that you are (or, in the case of a Non-U.S. Holder that is a partnership or an estate or trust, such forms certifying that each partner in the partnership or beneficiary of the estate or trust is) not a United States person and are entitled to the lower treaty rate with respect to such payments; or
	•	in the case of payments made outside the United States to an offshore account (generally, an account maintained by you at an office or branch of a bank or other financial institution at any location outside the United States), other documentary evidence establishing your entitlement to the lower treaty rate in accordance with U.S. Treasury regulations.

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	•	you are (or, in the case of a Non-U.S. Holder that is a partnership or an estate or trust, such forms certifying that each partner in the partnership or beneficiary of the estate or trust is) not a United States person; and
	•	the dividends are effectively connected with your conduct of a trade or business within the United States and are includible in your gross income.

	•	the gain is “effectively connected” with your conduct of a trade or business in the United States, and with respect to shareholders that are entitled to claim the benefits under certain tax treaties, the gain is attributable to a permanent establishment that you maintain in the United States;
	•	you are an individual, you hold the series B preferred shares as a capital asset, you are present in the United States for 183 or more days in the taxable year of the sale and certain other conditions exist; or
	•	we are or have been a United States real property holding corporation for federal income tax purposes and you held, directly or indirectly, at any time during the five-year period ending on the date of disposition, more than 5% of the series B preferred shares and you are not eligible for any treaty exemption.

	•	you fail to provide an accurate taxpayer identification number to the payor;
	•	you are notified by the United States Internal Revenue Service that you have failed to report all interest or dividends required to be shown on your federal income tax returns; or
	•	in certain circumstances, you fail to comply with applicable certification requirements.

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	•	a United States person;
	•	a controlled foreign corporation for United States tax purposes;
	•	a foreign person 50% or more of whose gross income is effectively connected with the conduct of a United States trade or business for a specified three-year period; or
	•	a foreign partnership, if at any time during its tax year: (1) one or more of its partners are “U.S. persons”, as defined in U.S. Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership; or (2) such foreign partnership is engaged in the conduct of a United States trade or business.

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			Number of
			Series B
Underwriters			Preferred Shares
Banc of America Securities LLC
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Citigroup Global Markets Inc.
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
UBS Securities LLC
Wachovia Capital Markets, LLC
A.G. Edwards & Sons, Inc.
Charles Schwab & Co., Inc.
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
Janney Montgomery Scott LLC
J.J.B. Hilliard W.L. Lyons, Inc.
J.P. Morgan Securities Inc.
KeyBanc Capital Markets, a division of McDonald Investments Inc.
Morgan Keegan & Company, Inc.
Raymond James & Associates, Inc.
RBC Dain Rauscher Inc.
Robert W. Baird & Co. Incorporated
U.S. Bancorp
Wells Fargo Securities, LLC
	Total		$

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		No Exercise				Full Exercise
Per Series B Preferred Share		$				$
Total		$				$

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About This Prospectus			1
Where You Can Find More Information			1
Special Note Regarding Forward-Looking Statements			2
MetLife, Inc.			3
The Trusts			3
Use of Proceeds			5
Ratio of Earnings to Fixed Charges			5
Description of Securities			5
Description of Debt Securities			6
Description of Capital Stock			15
Description of Depositary Shares			21
Description of Warrants			23
Description of Purchase Contracts			24
Description of Units			25
Description of Trust Preferred Securities			26
Description of Guarantees			28
Plan of Distribution			31
Legal Opinions			33
Experts			33

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	•	Registration Statement on Form 8-A, dated March 31, 2000, relating to registration of shares of MetLife, Inc.’s common stock and Registration Statement on Form 8-A, dated March 31, 2000, relating to registration of MetLife, Inc.’s Series A Junior Participating Preferred Stock purchase rights;
	•	Annual Report on Form 10-K for the year ended December 31, 2004; and

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	•	Current Reports on Form 8-K filed February 1, 2005, February 4, 2005, February 28, 2005, March 15, 2005, March 30, 2005, April 4, 2005, April 15, 2005 and April 22, 2005.

	•	changes in general economic conditions, including the performance of financial markets and interest rates;
	•	heightened competition, including with respect to pricing, entry of new competitors and the development of new products by new and existing competitors;
	•	unanticipated changes in industry trends;
	•	MetLife, Inc.’s primary reliance, as a holding company, on dividends from its subsidiaries to meet debt payment obligations and the existence of regulatory restrictions on the ability of its subsidiaries to pay such dividends;
	•	deterioration in the experience of the “closed block” established in connection with the reorganization of Metropolitan Life Insurance Company;
	•	catastrophe losses;
	•	adverse results from litigation, arbitration or regulatory investigations;
	•	regulatory, accounting or tax changes that may affect the cost of, or demand for, our products or services;

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	•	downgrades in our and our affiliates’ claims paying ability, financial strength or credit ratings;
	•	changes in rating agency policies or practices;
	•	discrepancies between actual claims experience and assumptions used in setting prices for our products and establishing the liabilities for our obligations for future policy benefits and claims;
	•	discrepancies between actual experience and assumptions used in establishing liabilities related to other contingencies or obligations;
	•	the effects of business disruption or economic contraction due to terrorism or other hostilities;
	•	our ability to identify and consummate on successful terms any pending or future acquisitions, including our announced agreement to acquire Travelers Insurance Company, certain affiliated companies and substantially all of the international insurance business of Citigroup Inc., and to successfully integrate acquired businesses with minimal disruption;
	•	other risks and uncertainties described from time to time in MetLife, Inc.’s or the trusts’ filings with the SEC;
	•	the risk factors or uncertainties set forth herein or listed from time to time in prospectus supplements or any document incorporated by reference herein; and
	•	other risks and uncertainties that have not been identified at this time.

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	•	issuing preferred securities offered by this prospectus and common securities to MetLife, Inc.;
	•	investing the gross proceeds of the preferred securities and common securities in related series of debt securities, which may be senior or subordinated, issued by MetLife, Inc.; and
	•	engaging in only those other activities which are necessary, appropriate, convenient or incidental to the purposes set forth above.

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	•	the trusts will not be treated as MetLife, Inc.’s subsidiaries; and
	•	the accounts of the trusts will not be included in MetLife, Inc.’s consolidated financial statements.

		Year Ended December 31,
		2004				2003				2002				2001				2000
Ratio of Earnings to Fixed Charges(1)			2.09				1.78				1.53				1.14				1.32

(1)

For purposes of this computation, earnings are defined as income from continuing operations before provision for income taxes excluding undistributed income and losses from equity method investments, minority interest and fixed charges. Fixed charges are the sum of interest and debt issue costs, interest credited to policyholder account balances, interest on bank deposits and an estimated interest component of rent expense. As of the date of this prospectus, there is no preferred stock outstanding and accordingly, the ratio of earnings to fixed charges and preferred stock dividends is equal to the ratio of earnings to fixed charges and is not disclosed separately.

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	General

	•	the title of debt securities and whether they are subordinated debt securities or senior debt securities;
	•	any limit on the aggregate principal amount of the debt securities;
	•	the price or prices at which MetLife, Inc. will sell the debt securities;
	•	the maturity date or dates of the debt securities;
	•	the rate or rates of interest, if any, which may be fixed or variable, per annum at which the debt securities will bear interest, or the method of determining such rate or rates, if any;
	•	the date or dates from which any interest will accrue, the dates on which interest will be payable, or the method by which such date or dates will be determined;

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	•	the right, if any, to extend the interest payment periods and the duration of any such deferral period, including the maximum consecutive period during which interest payment periods may be extended;
	•	whether the amount of payments of principal of (and premium, if any) or interest on the debt securities may be determined with reference to any index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner of determining the amount of such payments;
	•	the dates on which MetLife, Inc. will pay interest on the debt securities and the regular record date for determining who is entitled to the interest payable on any interest payment date;
	•	the place or places where the principal of (and premium, if any) and interest on the debt securities will be payable;
	•	if MetLife, Inc. possesses the option to do so, the periods within which and the prices at which MetLife, Inc. may redeem the debt securities, in whole or in part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions;
	•	MetLife, Inc.’s obligation, if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund or through an analogous provision or at the option of holders of the debt securities, and the period or periods within which and the price or prices at which MetLife, Inc. will redeem, repay or purchase the debt securities, in whole or in part, pursuant to such obligation, and the other terms and conditions of such obligation;
	•	the denominations in which the debt securities will be issued, if other than denominations of $1,000 and integral multiples of $1,000;
	•	the portion, or methods of determining the portion, of the principal amount of the debt securities which MetLife, Inc. must pay upon the acceleration of the maturity of the debt securities in connection with an Event of Default (as described below), if other than the full principal amount;
	•	the currency, currencies or currency unit in which MetLife, Inc. will pay the principal of (and premium, if any) or interest, if any, on the debt securities, if not United States dollars and the manner of determining the equivalent thereof in United States dollars;
	•	provisions, if any, granting special rights to holders of the debt securities upon the occurrence of specified events;
	•	any deletions from, modifications of or additions to the Events of Default or MetLife, Inc.’s covenants with respect to the applicable series of debt securities, and whether or not such Events of Default or covenants are consistent with those contained in the applicable Indenture;
	•	the application, if any, of the terms of the Indenture relating to defeasance and covenant defeasance (which terms are described below) to the debt securities;
	•	whether the subordination provisions summarized below or different subordination provisions will apply to the debt securities;
	•	the terms, if any, upon which the holders may or are required to convert or exchange such debt securities into or for MetLife, Inc.’s common stock or other securities or property or into Securities of a third party, including conversion price (which may be adjusted), the method of calculating the conversion price, or the conversion period;
	•	whether any of the debt securities will be issued in global or certificated form and, if so, the terms and conditions upon which global debt securities may be exchanged for certificated debt securities;
	•	any change in the right of the trustee or the requisite holders of debt securities to declare the principal amount thereof due and payable because of an Event of Default;
	•	the depositary for global or certificated debt securities;

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	•	if applicable, a discussion of the U.S. federal income tax considerations applicable to specific debt securities;
	•	any trustees, authenticating or paying agents, transfer agents or registrars or other agents with respect to the debt securities;
	•	any other terms of the debt securities not inconsistent with the provisions of the Indentures, as amended or supplemented.

	Subordination

	•	the principal of (and premium, if any) and interest in respect of indebtedness of MetLife, Inc. for borrowed money and indebtedness evidenced by securities, debentures, bonds or other similar instruments issued by MetLife, Inc.;
	•	all capital lease obligations of MetLife, Inc.;
	•	all obligations of MetLife, Inc. issued or assumed as the deferred purchase price of property, all conditional sale obligations of MetLife, Inc. and all obligations of MetLife, Inc. under any title retention agreement (but excluding trade accounts payable in the ordinary course of business);
	•	all obligations of MetLife, Inc. for the reimbursement on any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction;
	•	all obligations of MetLife, Inc. in respect of interest rate swap, cap or other agreements, interest rate future or options contracts, currency swap agreements, currency future or option contracts and other similar agreements;
	•	all obligations of the types referred to above of other persons for the payment of which MetLife, Inc. is responsible or liable as obligor, guarantor or otherwise; and
	•	all obligations of the types referred to above of other persons secured by any lien on any property or asset of MetLife, Inc. whether or not such obligation is assumed by MetLife, Inc.

	•	indebtedness or monetary obligations to trade creditors created or assumed by MetLife, Inc. in the ordinary course of business in connection with the obtaining of materials or services;

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	•	indebtedness that is, by its terms, subordinated to, or ranks equal with, the subordinated debt securities; and
	•	any indebtedness of MetLife, Inc. to its affiliates (including all debt securities and guarantees in respect of those debt securities issued to any trust, partnership or other entity affiliated with MetLife, Inc. that is a financing vehicle of MetLife, Inc. in connection with the issuance by such financing entity of preferred securities or other securities guaranteed by MetLife, Inc.) unless otherwise expressly provided in the terms of any such indebtedness.

	•	any dissolution or winding-up or liquidation or reorganization of MetLife, Inc., whether voluntary or involuntary or in bankruptcy, insolvency or receivership;
	•	any general assignment by MetLife, Inc. for the benefit of creditors; or
	•	any other marshaling of MetLife, Inc.’s assets or liabilities.

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	Restrictive Covenants

	•	Metropolitan Life Insurance Company;
	•	any successor to substantially all of the business of Metropolitan Life Insurance Company which is also a subsidiary of MetLife, Inc.; or
	•	any corporation (other than MetLife, Inc.) having direct or indirect control of Metropolitan Life Insurance Company or any such successor.

	•	Metropolitan Life Insurance Company;
	•	any successor to substantially all of the business of Metropolitan Life Insurance Company which is also a subsidiary of MetLife, Inc.; or
	•	any corporation (other than MetLife, Inc.) having direct or indirect control of Metropolitan Life Insurance Company or any such successor;

	•	a sale or other disposition of any of such stock to a wholly-owned subsidiary of MetLife, Inc. or of such subsidiary; or
	•	a sale or other disposition of all of such stock for at least fair value (as determined by MetLife, Inc.’s board of directors acting in good faith); or a sale or other disposition required to comply with an order of a court or regulatory authority of competent jurisdiction, other than an order issued at MetLife, Inc.’s request or the request of any of MetLife, Inc.’s subsidiaries.

	Consolidation, Merger, Sale of Assets and Other Transactions

	•	MetLife, Inc. is the surviving corporation or the corporation formed by or surviving such merger or consolidation or to which such sale, assignment, transfer, lease or conveyance has been made, if other than MetLife, Inc., has expressly assumed by supplemental indenture all the obligations of MetLife, Inc. under the debt securities, the Indentures, and any guarantees of preferred securities or common securities issued by the trusts;
	•	immediately after giving effect to such transaction, no default or Event of Default has occurred and is continuing;

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	•	if at the time any preferred securities of the trusts are outstanding, such transaction is not prohibited under the applicable declaration of trust and the applicable preferred securities guarantee of each trust; and
	•	MetLife, Inc. delivers to the trustee an officers’ certificate and an opinion of counsel, each stating that the supplemental indenture complies with the applicable Indenture.

	Events of Default, Notice and Waiver

	•	MetLife, Inc.’s failure to pay any interest on any debt security of such series when due and payable, continued for 30 days;
	•	MetLife, Inc.’s failure to pay principal (or premium, if any) on any debt security of such series when due, regardless of whether such payment became due because of maturity, redemption, acceleration or otherwise, or is required by any sinking fund established with respect to such series;
	•	MetLife, Inc.’s failure to observe or perform any other of its covenants or agreements with respect to such series for 90 days after MetLife, Inc. receives notice of such failure;
	•	certain defaults with respect to MetLife, Inc.’s debt which result in a principal amount in excess of $100,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable (other than the debt securities or non-recourse debt);
	•	certain events of bankruptcy, insolvency or reorganization of MetLife, Inc.; and
	•	certain events of dissolution or winding-up of the trusts in the event that debt securities are issued to the trusts or a trustee of the trusts in connection with the issuance of securities by the trusts.

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	Discharge, Defeasance and Covenant Defeasance

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	Modification and Waiver

	•	extend the fixed maturity of any debt securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof;
	•	reduce the amount of principal of an original issue discount debt security or any other debt security payable upon acceleration of the maturity thereof;
	•	change the currency in which any debt security or any premium or interest is payable;
	•	impair the right to enforce any payment on or with respect to any debt security;
	•	adversely change the right to convert or exchange, including decreasing the conversion rate or increasing the conversion price of, any debt security (if applicable);
	•	reduce the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is required for modification or amendment of the Indentures or for waiver of compliance with certain provisions of the Indentures or for waiver of certain defaults;
	•	reduce the requirements contained in the Indentures for quorum or voting; or
	•	modify any of the above provisions.

	Payment and Paying Agents

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	Denominations, Registrations and Transfer

	•	DTC notifies MetLife, Inc. that it is unwilling or unable to continue serving as the depositary for the relevant global securities or DTC ceases to maintain certain qualifications under the Securities Exchange Act of 1934 and no successor depositary has been appointed for 90 days; or
	•	MetLife, Inc. determines, in its sole discretion and subject to the procedures of DTC, that the global security shall be exchangeable.

	Governing Law

	Relationship with the Trustees

	Conversion or Exchange Rights

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	•	200,000,000 shares of preferred stock, par value $0.01 per share, of which no shares were issued or outstanding as of the date of this prospectus;
	•	10,000,000 shares of Series A Junior Participating Preferred Stock, par value $0.01 per share, of which no shares were issued or outstanding as of the date of this prospectus; and
	•	3,000,000,000 shares of common stock, par value $0.01 per share, of which 732,487,999 shares, as well as the same number of rights to purchase shares of Series A Junior Participating Preferred Stock pursuant to the stockholder rights plan adopted by MetLife, Inc.’s board of directors on September 29, 1999, were outstanding as of December 31, 2004. See “— Stockholder Rights Plan” for a description of the Series A Junior Participating Preferred Stock. The remaining shares of authorized and unissued common stock will be available for future issuance without additional stockholder approval.

	Common Stock

	Preferred Stock

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	Certain Provisions in MetLife, Inc.’s Certificate of Incorporation and By-Laws and in Delaware and New York Law

	Classified Board of Directors and Removal of Directors

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	Exercise of Duties by Board of Directors

	Restriction on Maximum Number of Directors and Filling of Vacancies on MetLife, Inc.’s Board of Directors

	Advance Notice Requirements for Nomination of Directors and Presentation of New Business at Meetings of Stockholders; Action by Written Consent

	Limitations on Director Liability

	•	a breach of the duty of loyalty to MetLife, Inc. or its stockholders;
	•	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
	•	payment of an improper dividend or improper repurchase of MetLife, Inc.’s stock under Section 174 of the Delaware General Corporation Law; or

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	•	actions or omissions pursuant to which the director received an improper personal benefit.

	Supermajority Voting Requirement for Amendment of Certain Provisions of the Certificate of Incorporation and By-Laws

	Business Combination Statute

	Restrictions on Acquisitions of Securities

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	Stockholder Rights Plan

	•	the tenth day after the first public announcement or communication to MetLife, Inc. that a person or group of affiliated or associated persons (referred to as an “acquiring person”) has acquired beneficial ownership of 10% or more of MetLife, Inc.’s outstanding common stock (the date of such announcement or communication is referred to as the “stock acquisition time”); or
	•	the tenth business day after the commencement or announcement of the intention to commence a tender offer or exchange offer that would result in a person or group becoming an acquiring person.

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	MetLife Policyholder Trust

	•	an election or removal of directors in which a stockholder has properly nominated one or more candidates in opposition to a nominee or nominees of MetLife, Inc.’s board of directors or a vote on a stockholder’s proposal to oppose a board nominee for director, remove a director for cause or fill a vacancy caused by the removal of a director by stockholders, subject to certain conditions;
	•	a merger or consolidation, a sale, lease or exchange of all or substantially all of the assets, or a recapitalization or dissolution of MetLife, Inc., in each case requiring a vote of MetLife, Inc.’s stockholders under applicable Delaware law;

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	•	any transaction that would result in an exchange or conversion of shares of common stock held by the trust for cash, securities or other property; and
	•	any proposal requiring MetLife, Inc.’s board of directors to amend or redeem the rights under the stockholder rights plan, other than a proposal with respect to which MetLife, Inc. has received advice of nationally-recognized legal counsel to the effect that the proposal is not a proper subject for stockholder action under Delaware law.

	General

	Interest, Dividends and Other Distributions

	Redemption of Depositary Shares

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	Exercise of Rights under the Indentures or Voting the Common Stock or Preferred

	Amendment and Termination of the Deposit Agreement

	•	all outstanding depositary shares have been redeemed;
	•	if applicable, the debt securities and the preferred stock represented by depositary shares have been converted into or exchanged for common stock or, in the case of debt securities, repaid in full; or
	•	there has been a final distribution in respect of the common stock or preferred stock, including in connection with the liquidation, dissolution or winding-up of MetLife, Inc., and the distribution proceeds have been distributed to you.

	Resignation and Removal of Depositary

	Charges of Depositary

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	Miscellaneous

	•	the title of the warrants;
	•	the total number of warrants;
	•	the price or prices at which the warrants will be issued;
	•	the currency or currencies investors may use to pay for the warrants;
	•	the designation and terms of the underlying securities purchasable upon exercise of the warrants;
	•	the price at which and the currency, currencies, or currency units in which investors may purchase the underlying securities purchasable upon exercise of the warrants;
	•	the date on which the right to exercise the warrants will commence and the date on which the right will expire;
	•	whether the warrants will be issued in registered form or bearer form;
	•	information with respect to book-entry procedures, if any;
	•	if applicable, the minimum or maximum amount of warrants which may be exercised at any one time;
	•	if applicable, the designation and terms of the underlying securities with which the warrants are issued and the number of warrants issued with each underlying security;

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	•	if applicable, the date on and after which the warrants and the related underlying securities will be separately transferable;
	•	if applicable, a discussion of material United States federal income tax considerations;
	•	the identity of the warrant agent;
	•	the procedures and conditions relating to the exercise of the warrants; and
	•	any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

	Exercise of Warrants

	Enforceability of Rights; Governing Law

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	•	The stated amount that a holder will be obligated to pay under the purchase contract in order to purchase debt securities, common stock, preferred stock, or other securities described in this prospectus or the formula by which such amount shall be determined.
	•	The settlement date or dates on which the holder will be obligated to purchase such securities. The prospectus supplement will specify whether the occurrence of any events may cause the settlement date to occur on an earlier date and the terms on which an early settlement would occur.
	•	The events, if any, that will cause MetLife, Inc.’s obligations and the obligations of the holder under the purchase contract to terminate.
	•	The settlement rate, which is a number that, when multiplied by the stated amount of a purchase contract, determines the number of securities that MetLife, Inc. or a trust will be obligated to sell and a holder will be obligated to purchase under that purchase contract upon payment of the stated amount of that purchase contract. The settlement rate may be determined by the application of a formula specified in the prospectus supplement. If a formula is specified, it may be based on the market price of such securities over a specified period or it may be based on some other reference statistic.
	•	Whether the purchase contracts will be issued separately or as part of units consisting of a purchase contract and an underlying security with an aggregate principal amount equal to the stated amount. Any underlying securities will be pledged by the holder to secure its obligations under a purchase contract.
	•	The type of underlying security, if any, that is pledged by the holder to secure its obligations under a purchase contract. Underlying securities may be debt securities, common stock, preferred stock, or other securities described in this prospectus or the applicable prospectus supplement.
	•	The terms of the pledge arrangement relating to any underlying securities, including the terms on which distributions or payments of interest and principal on any underlying securities will be retained by a collateral agent, delivered to MetLife, Inc. or be distributed to the holder.
	•	The amount of the contract fee, if any, that may be payable by MetLife, Inc. to the holder or by the holder to MetLife, Inc., the date or dates on which the contract fee will be payable and the extent to which MetLife, Inc. or the holder, as applicable, may defer payment of the contract fee on those payment dates. The contract fee may be calculated as a percentage of the stated amount of the purchase contract or otherwise.

	•	the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances the securities comprising the units may be held or transferred separately;

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	•	a description of the terms of any unit agreement governing the units;
	•	a description of the provisions for the payment, settlement, transfer or exchange of the units; and
	•	whether the units will be issued in fully registered or global form.

	General

	•	the distinctive designation of the trust preferred securities;
	•	the number of trust preferred securities issued by the trust;
	•	the total and per-security liquidation amount of the trust preferred securities;
	•	the annual distribution rate, or method of determining such rate, for trust preferred securities of the trust;
	•	the date or dates on which distributions will be payable and any corresponding record dates;
	•	whether distributions on the trust preferred securities will be cumulative;
	•	if the trust preferred securities have cumulative distribution rights, the date or dates, or method of determining the date or dates, from which distributions on the trust preferred securities will be cumulative;
	•	the amount or amounts that will be paid out of the assets of the trust to the holders of the trust preferred securities of the trust upon voluntary or involuntary dissolution, winding-up or termination of the trust;
	•	the obligation, if any, of the trust to purchase or redeem the trust preferred securities;

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	•	if the trust is to purchase or redeem the trust preferred securities:
	•	the price or prices at which the trust preferred securities will be purchased or redeemed in whole or in part;
	•	the period or periods within which the trust preferred securities will be purchased or redeemed, in whole or in part;
	•	the terms and conditions upon which the trust preferred securities will be purchased or redeemed, in whole or in part;
	•	the voting rights, if any, of the trust preferred securities in addition to those required by law, including:

	•	the number of votes per trust preferred security; and
	•	any requirement for the approval by the holders of trust preferred securities as a condition to specified action or amendments to the trust’s declaration of trust;

	•	the rights, if any, to defer distributions on the trust preferred securities by extending the interest payment period on the related debt securities;
	•	if the trust preferred securities may be converted into or exercised or exchanged for MetLife’s common stock or preferred stock or any other securities, the terms on which conversion, exercise or exchange is mandatory, at the option of the holder or at the option of each trust, the date on or the period during which conversion, exercise or exchange may occur, the initial conversion, exercise or exchange price or rate and the circumstances or manner in which the amount of common stock or preferred stock or other securities issuable upon conversion, exercise or exchange may be adjusted;
	•	the terms upon which the debt securities may be distributed to holders of trust preferred securities;
	•	whether the preferred securities are to be issued in book-entry form and represented by one or more global certificates;
	•	certain U.S. federal income tax considerations;
	•	if applicable, any securities exchange upon which the trust preferred securities shall be listed;
	•	provisions relating to events of default and the rights of holders of trust preferred securities in the event of default;
	•	other agreements or other rights including upon the consolidation or merger of the trust; and
	•	any other relative rights, preferences, privileges, limitations or restrictions of the trust preferred securities not inconsistent with the trust’s declaration of trust or applicable law.

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	Enforcement of Certain Rights by Holders of Trust Preferred Securities

	•	direct the time, method and place of conducting any proceeding for any remedy available to the property trustee; or
	•	direct the exercise of any trust or power that the property trustee holds under the declaration of trust, including the right to direct the property trustee to exercise the remedies available to it as a holder of MetLife, Inc.’s debt securities.

	General

	•	any accrued and unpaid distributions required to be paid on the trust preferred securities of the trust, but if and only if and to the extent that the trust has funds legally and immediately available to make those payments;

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	•	any distributions of MetLife’s common stock or preferred stock or any of its other securities, in the event that the trust preferred securities may be converted into or exercised for our common stock or preferred stock, to the extent the conditions of such conversion or exercise have occurred or have been satisfied and the trust does not distribute such shares or other securities but has received such shares or other securities;
	•	the redemption price, including all accrued and unpaid distributions to the date of redemption, with respect to any trust preferred securities called for redemption by the trust, but if and only to the extent the trust has funds legally and immediately available to make that payment; and
	•	upon a dissolution, winding-up or termination of the trust, other than in connection with the distribution of debt securities to the holders of trust preferred securities of the trust, the lesser of:

	•	the total of the liquidation amount and all accrued and unpaid distributions on the trust preferred securities of the trust to the date of payment, to the extent the trust has funds legally and immediately available to make that payment; and
	•	the amount of assets of the trust remaining available for distribution to holders of trust preferred securities of the trust in liquidation of the trust.

	Subordination

	•	subordinate and junior in right of payment to all of MetLife, Inc.’s other liabilities, including the subordinated debt securities, except those obligations or liabilities ranking equal or subordinate to the guarantees by their terms;
	•	equally with any other securities, liabilities or obligations that may have equal ranking by their terms; and
	•	senior to all of MetLife, Inc.’s common stock.

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	Amendments and Assignment

	Termination

	•	distribution of debt securities to the holders of all trust preferred securities of the applicable trust; or
	•	full payment of the amounts payable upon liquidation of the applicable trust.

	Events of Default

	Information Concerning the Guarantee Trustee

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	Governing Law

	•	to underwriters or dealers for resale to the public or to institutional investors;
	•	directly to institutional investors; or
	•	through agents to the public or to institutional investors.

	•	the name or names of any underwriters or agents;
	•	the purchase price of the securities and the proceeds to be received by MetLife, Inc. or the applicable trust from the sale;
	•	any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation;
	•	any initial public offering price;
	•	any discounts or concessions allowed or reallowed or paid to dealers; and
	•	any securities exchange on which the securities may be listed.

	•	negotiated transactions;
	•	at a fixed public offering price or prices, which may be changed;
	•	at market prices prevailing at the time of sale;
	•	at prices related to prevailing market prices; or
	•	at negotiated prices.

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	•	commercial and savings banks;
	•	insurance companies;
	•	pension funds;
	•	investment companies;
	•	educational and charitable institutions; and
	•	such other institutions as MetLife, Inc. may approve.

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