UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MetLife, Inc. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) -------------------------------------------------------------------------------- Delaware 13-4075851 -------------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) -------------------------------------------------------------------------------- One Madison Avenue New York, New York 10010-3690 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered 5.875% Senior Notes due November 21, 2033 New York Stock Exchange ---------------------------------------------- -------------------------------- If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-61282 (if applicable) ----------- Securities to be registered pursuant to Section 12(g) of the Act: None INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. A description of the Registrant's 5.875% Senior Notes due November 21, 2033 (the "Senior Notes") to be registered hereby is contained under the heading "Description of Debt Securities" on pages 7 through 16 of the Registrant's Prospectus dated June 1, 2001 and the heading "Description of the Senior Notes" on pages S-14 through S-17 of the Registrant's Prospectus Supplement dated November 18, 2003 (each filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, as part of Registration Statement No. 333-61282), and such descriptions are incorporated herein by this reference. Item 2. Exhibits. The following exhibits are filed with the Commission: 1. Indenture, dated as of November 9, 2001 between MetLife, Inc. and J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.), as trustee, relating to Senior Debt Securities (Incorporated by reference to Exhibit 4.1 to MetLife, Inc.'s Current Report on Form 8-K, dated November 28, 2001). 2. Fifth Supplemental Indenture, dated as of November 21, 2003 between MetLife, Inc. and J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.), as trustee, relating to the Senior Notes (Incorporated by reference to Exhibit 4.1 to MetLife, Inc.'s Current Report on Form 8-K, dated November 21, 2003). 3. Form of Senior Note (Incorporated by reference to Exhibit 4.2 to MetLife, Inc.'s Current Report on Form 8-K, dated November 21, 2003). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: November 26, 2003 MetLife, Inc. By: /s/ Anthony J. Williamson ------------------------- Name: Anthony J. Williamson Title: Senior Vice-President and Treasurer