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The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where an offer or sale is not permitted.

	•	a stock purchase contract under which you will agree to purchase, and we will agree to sell, on each of the initial stock purchase date and the subsequent stock purchase date, a variable number of shares of MetLife, Inc.’s common stock, par value $0.01 per share, which we refer to as the “common stock,” for a purchase price of $12.50. The initial stock purchase date is expected to be August 15, 2008, but could be deferred for quarterly periods until February 15, 2009, and the subsequent stock purchase date is expected to be February 15, 2009, but could be deferred for quarterly periods until February 15, 2010;
	•	prior to the initial stock purchase date, a 1/80, or 1.25%, undivided beneficial ownership interest in a series A trust preferred security of MetLife Capital Trust II, which we refer to as the “series A trust,” with an initial liquidation amount of $1,000; and
	•	a 1/80, or 1.25%, undivided beneficial ownership interest in a series B trust preferred security of MetLife Capital Trust III, which we refer to as the “series B trust” and, together with the series A trust, as the “trusts,” with an initial liquidation amount of $1,000.

	•	The amount of our common stock you will receive on the initial stock purchase date will depend on the closing price of our common stock for each of the first 20 trading days beginning on July 9, 2008 and the amount of our common stock that you will receive on the subsequent stock purchase date will depend on the closing price of our common stock for each of the first 20 trading days beginning on January 7, 2009. For each of the 20 trading days in the applicable period, a formula will be applied to that day’s closing price of our common stock to determine a daily amount, and the sum of the 20 daily amounts will determine the total number of shares of our common stock that you will receive on the applicable stock purchase date.
	•	The ownership interest in the trust preferred securities initially will be pledged to secure your obligation to purchase our common stock on each stock purchase date under the stock purchase contracts. You may separate the trust preferred securities from the stock purchase contract by substituting zero coupon treasury securities for the trust preferred securities.
	•	We will make quarterly contract payments to you under your stock purchase contract at the annual rate of     % on the stated amount of $25 per stock purchase contract until the initial stock purchase date, and at the annual rate of     % on the remaining stated amount of $12.50 per stock purchase contract thereafter. We may defer any of these quarterly payments as described in this prospectus supplement.
	•	The series A trust will make quarterly distributions on the series A trust preferred securities from and including the issue date to but excluding the initial stock purchase date at the annual rate of     %, subject to the deferral provisions described in this prospectus supplement.
	•	The series B trust will make quarterly distributions on the series B trust preferred securities from and including the issue date to but excluding the subsequent stock purchase date at the annual rate of     %, subject to the deferral provisions described in this prospectus supplement.
	•	The remarketing agent will attempt to remarket the trust preferred securities for settlement on the applicable stock purchase date as described in this prospectus supplement in what we refer to as “remarketings.” Following a successful remarketing, the distribution rate on the relevant series of trust preferred securities may be reset.
	•	We may elect, in connection with a successful remarketing of either series of trust preferred securities, to change the stated maturity of the series of junior subordinated debt securities underlying that series of trust preferred securities to any date not earlier than the second anniversary of the applicable stock purchase date and we may also elect that such series of trust preferred securities will be redeemable at our option at any time on or after the second anniversary of the applicable stock purchase date.

		Per Common
		Equity Unit				Total
Initial public offering price		$	25.00			$
Underwriting discount		$				$
Proceeds, before expenses, to MetLife, Inc.		$				$

Banc of America Securities LLC	Goldman, Sachs & Co.

Bear, Stearns & Co. Inc.	Deutsche Bank Securities	JPMorgan

BNP PARIBAS	Fox-Pitt, Kelton	HSBC	Keefe, Bruyette & Woods	Wachovia Securities

Guzman & Company	Ramirez & Co., Inc.	Siebert Capital Markets	The Williams Capital Group, L.P.

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		Page
Prospectus Supplement
About This Prospectus Supplement			S-3
Summary			S-4
Risk Factors			S-20
Selected Historical Consolidated Financial Information for MetLife			S-43
Unaudited Pro Forma Condensed Consolidated Financial Information			S-48
Ratio of Earnings to Fixed Charges			S-66
Price Range of Common Stock and Dividends			S-67
Use of Proceeds			S-68
Capitalization			S-69
Proposed Acquisition of the Citigroup Life Insurance and Annuities Business			S-70
Accounting Treatment; Regulatory Capital			S-75
Description of the Common Equity Units			S-76
Description of the Stock Purchase Contracts			S-82
Certain Provisions of the Stock Purchase Contracts, the Stock Purchase Contract Agreement and the Pledge Agreement			S-95
Description of the Trust Preferred Securities			S-99
Description of the Junior Subordinated Debt Securities			S-106
Description of the Guarantees			S-112
Book Entry System			S-114
Certain United States Federal Income Tax Consequences			S-116
ERISA Considerations			S-123
Underwriting			S-125
Legal Opinions			S-130
Experts			S-130
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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	•	the common equity units, including both normal common equity units and stripped common equity units;
	•	each series of trust preferred securities;
	•	our guarantees in respect of each series of trust preferred securities;
	•	the shares of our common stock issuable upon settlement of the stock purchase contracts and in respect of deferred contract payments;
	•	each series of our junior subordinated debt securities;
	•	our junior subordinated notes issuable in respect of deferred contract payments; and
	•	our junior subordinated notes issuable in respect of accrued and unpaid distributions on each series of trust preferred securities in the event of a final failed remarketing with respect to such series of trust preferred securities.

	•	“MetLife,” “we,” “our,” or “us” refer to MetLife, Inc. together with Metropolitan Life Insurance Company (“Metropolitan Life”), and their respective direct and indirect subsidiaries;
	•	“MetLife, Inc.” refer only to the holding company on an unconsolidated basis;
	•	“series A trust” refer to MetLife Capital Trust II;
	•	“series B trust” refer to MetLife Capital Trust III; and
	•	“our common stock” refer to the common stock, par value $0.01 per share, of MetLife, Inc.

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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

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		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 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

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	Competitive Factors May Adversely Affect Our Market Share and Profitability

	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;

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	•	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

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	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

	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

	You Will Bear the Entire Risk of a Decline in the Price of Our Common Stock

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	You Will Receive Only a Portion of any Appreciation in Our Common Stock Price and Only if the Appreciation of Common Stock Exceeds a Specified Threshold

	If an Applicable Stock Purchase Date is Deferred, the Value of Our Common Stock You Are Required to Purchase May Decline Between the Determination of the Settlement Rate and the Applicable Stock Purchase Date

	The Trading Price of Our Common Stock, the General Level of Interest Rates and Our Credit Quality Will Directly Affect the Trading Prices for the Common Equity Units and the Trust Preferred Securities

	You May Suffer Dilution of the Common Stock Issuable Upon Settlement of Your Stock Purchase Contract

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	You Will Have None of the Rights of Common Stockholders but Will Be Subject to All Changes with Respect to Our Common Stock

	Your Pledged Securities Will Be Encumbered

	The Stock Purchase Contract Agreement Will Not Be Qualified Under the Trust Indenture Act of 1939, as Amended, and the Obligations of the Stock Purchase Contract Agent will be Limited

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	•	the disqualification of the indenture trustee for “conflicting interests” defined in the Trust Indenture Act;
	•	provisions that prevent an indenture trustee that is also a creditor of the issuer from improving its own credit position at the expense of you as the security holder immediately before or after an indenture default; and
	•	the requirement that the indenture trustee deliver reports at least once a year with respect to the indenture trustee and the securities issued under such indenture.

	The Secondary Market for the Common Equity Units and the Trust Preferred Securities May be Illiquid

	Upon a Successful Remarketing of a Series of Trust Preferred Securities, the Interest or Accretion Rate May be Reset to a Lower Rate That Will Apply to All Trust Preferred Securities of That Series, Even if You Elected Not to Participate in the Remarketing

	Delivery of Securities Is Subject to Potential Delay If We Become Subject to a Bankruptcy Proceeding

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	The Contract Payments and Payments on Our Junior Subordinated Debt Securities Will be Contractually Subordinated to Our Existing and Future Secured and Senior Debt and Will be Effectively Subordinated to the Obligations of Our Subsidiaries

	Dissolution of Either Trust or Both Trusts May Affect the Market Price of the Common Equity Units

	We Guarantee Distributions on Each Series of Trust Preferred Securities Only If the Relevant Trust Has Funds Available

	•	any accumulated and unpaid distributions required to be paid on such trust preferred securities, to the extent the relevant trust has funds available to make the payment;
	•	the redemption price for any such trust preferred securities called for redemption, to the extent the relevant trust has funds available to make the payment; and
	•	upon a voluntary or involuntary dissolution, winding-up or liquidation of the relevant trust, other than in connection with a distribution of the relevant junior subordinated debt securities to holders of the corresponding trust preferred securities, the lesser of (a) the aggregate of the stated liquidation amount

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		and all accumulated and unpaid distributions on such trust preferred securities to the date of payment, to the extent such trust has funds available to make the payment, and (b) the amount of assets of such trust remaining available for distribution to holders of such trust preferred securities upon liquidation of such trust.

	We May Defer Contract Payments and Interest Payments on Either or Both Series of Junior Subordinated Debt Securities and This May Have an Adverse Effect on the Trading Prices of the Common Equity Units and the Trust Preferred Securities

	Holders of the Trust Preferred Securities Have Limited Rights Under the Junior Subordinated Debt Securities

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	The Property Trustee of Each Trust, as Holder of the Applicable Series of Junior Subordinated Debt Securities, Has Only Limited Rights of Acceleration

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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	)		$	(1,503	)			3(a), 3(b)			$	225,436
	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				(1,981	)							293,879
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				68				3(r), 3(ff), 3(s)				8,308
Separate account assets					85,786				31,052				—				—								116,838
		Total assets		$	362,671			$	95,933			$	(5,805	)		$	9,710							$	462,509
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	)			4,500				3(a), 3(t)				11,804
	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	)			100				3(v), 3(w)				17,222
	Separate account liabilities				85,786				31,052				—				—								116,838
		Total liabilities			339,633				87,262				2,866				6,009								435,770
Stockholders’ Equity:
	Common stock, par value $0.01 per share;				8				—				—				—								8
	Additional paid-in capital				15,043				—				—				900				3(t), 3(w)				15,943
	Preferred stock, par value $0.01 per share;				—				—				—				—								—
	Additional paid-in capital				—				—				—				2,043				3(t)				2,043
	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	)			3,701								26,739
		Total liabilities and stockholders’ equity		$	362,671			$	95,933			$	(5,805	)		$	9,710							$	462,509

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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	)			(25	)		3(z), 3(aa)			3,873
Other revenues					299				50				(19	)			—			3(bb)			330
Net investment gains (losses)					(15	)			54				—				—						39
		Total revenues			10,294				1,362				(98	)			(25	)					11,533
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	)			67			3(cc), 3(dd)			2,275
		Total expenses			9,145				965				(111	)			67						10,066
Income from continuing operations before provision for income taxes					1,149				397				13				(92	)					1,467
Provision for income taxes					350				124				4				(32	)		3(ee)			446
Income from continuing operations				$	799			$	273			$	9			$	(60	)				$	1,021
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	)			(98	)			3(z), 3(aa)				14,931
Other revenues					1,198				161				(83	)			—				3(bb)				1,276
Net investment gains					175				14				—				—								189
		Total revenues			38,812				5,173				(360	)			(98	)							43,527
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	)			268				3(cc), 3(dd)				8,973
		Total expenses			35,152				3,929				(394	)			268								38,955
Income from continuing operations before provision for income taxes					3,660				1,244				34				(366	)							4,572
Provision for income taxes					1,030				343				83				(128	)			3(ee)				1,328
Income from continuing operations				$	2,630			$	901			$	(49	)		$	(238	)						$	3,244
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, 22.7 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 $44.06 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 June 10, 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 common equity units, and 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			$	3,148			$	2,500 – 3,500				(1)(2)				(1)(2)				(1)(2)
Debt				3,700				3,000 – 5,000				2.85 – 6.00%			$	174			$	43
Mandatorily convertible common equity units				1,800				1,800 – 2,800				3.50 – 4.50%			$	72			$	18
Preferred stock				2,100				2,100 – 2,415	(6)			4.00 – 6.50%			$	122			$	30
MetLife, Inc. common stock				1,000				1,000 – 3,000				(3)				(3)				(3)
	Total sources of funds		$	11,748
Uses:
Debt and equity issuance costs — See pro forma adjustments 3(s) and 3(t) in Note 3			$	125
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		$	11,748
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

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	sale of such real estate property as both would be reported as discontinued operations. See pro forma adjustment 3(g).
(2)	Fixed maturities with a carrying value of $1,503 million have been assumed sold to fund the purchase price. The net investment income on such fixed maturities of $98 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 net investment income, $25 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, have 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 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 preferred stock consists of $1,500 million of fixed rate and $600 million of 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 common equity units (“MCCEUs”) reflects only the interest rate on the debt portion of such securities. The rate on the MCCEUs 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 $100 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 $14 million ($4 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

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requirement with respect to eurocurrency funding. Any amounts borrowed under the senior bridge credit 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.

(6)	The range of potential financing amount was determined by the aggregate face value of $600 million of series A preferred shares to be issued on June 13, 2005 and $1,500 million of series B preferred shares to be issued on June 16, 2005 plus the underwriters’ option to purchase additional series A preferred shares and series B preferred shares in the aggregate amount of $315 million.

	MetLife, Inc. will disclose the final amount of net proceeds in a subsequent filing if this option is exercised.

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 $1,503 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 $25 million and $98 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.

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	(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.
	(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, MCCEUs and 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,

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		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.

		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.

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

	(o)	Elimination of Citigroup L&A’s historical goodwill of $226 million.
	(p)	Represents the goodwill of $4,518 million arising from the transaction. See computation in Note 2.
	(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 MCCEUs of $68 million. For the three months ended March 31, 2005 and the year ended December 31, 2004, approximately $5 million and $18 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 $1,800 million of MCCEUs 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 $2,100 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 $100 million described in pro forma adjustment 3(w) has been reflected as a reduction in the carrying value of the common stock. Costs of $57 million associated with the issuance of the preferred stock have 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.

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	(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 $100 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 MCCEUs. 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 MCCEUs.

	(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 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 $25 million and $98 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

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		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.

	(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 $67 million for the three months ended March 31, 2005 represents interest expense on financing of transaction of $61 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 MCCEUs in pro forma financing adjustment 3(w). The pro forma financing adjustment of $268 million for the year ended December 31, 2004 represents interest expense on financing of transaction of $246 million as disclosed in Note 2, amortization of debt issuance costs of $18 million in pro forma financing adjustment 3(s) and $4 million in accretion on accrued contractual payments on MCCEUs.

	(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.

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	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 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

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		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.

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 $44.06 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 10, 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 $44.06 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 10, 2005.
(c)		Estimated dividends of $30 million and $122 million on the series A and B preferred stock 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.

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(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 45.4 million shares and reduce both the basic and diluted pro forma earnings per share 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 MCCEUs by $1,800 million and senior debt by $200 million which results in a decrease in interest expense of $19 million, $12 million after income taxes and $3 million, $2 million after income taxes, respectively. Issuance costs on the MCCEUs and senior debt would decline by $51 million, $33 million after income taxes and $2 million, $1 million after income taxes, respectively. The quarterly total amortization of issuance costs and the amortization of the accretion on accrued contractual payments related to the forward share contract component of the MCCEUs would also decline by $4 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 45.4 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 MCCEUs by $1,800 million and senior debt by $200 million which results in a decrease in interest expense of $76 million, $50 million after income taxes and $11 million, $7 million after income taxes, respectively. Issuance costs on the MCCEUs and senior debt would decline by $51 million, $33 million after income taxes and $2 million, $1 million after income taxes, respectively. The annual amortization of issuance costs and the amortization of the accretion on accrued contractual payments related to the forward share contract component of the MCCEUs would also decline by $17 million, $11 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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		High				Low
2003
First Quarter		$	29.34			$	24.01
Second Quarter		$	29.20			$	26.61
Third Quarter		$	29.58			$	27.35
Fourth Quarter		$	33.92			$	28.96
2004
First Quarter		$	35.87			$	32.63
Second Quarter		$	36.66			$	33.21
Third Quarter		$	38.73			$	33.97
Fourth Quarter		$	41.18			$	33.98
2005
First Quarter		$	41.37			$	38.31
Second Quarter (through June 10, 2005)		$	44.71			$	37.85

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	•	the series A preferred shares, which we expect to issue on June 13, 2005;
	•	the series B preferred shares, which we expect to issue on June 16, 2005;
	•	the common equity units offered hereby; and
	•	senior debt, which we expect to issue shortly after the pricing of this offering of common equity units.

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				At March 31, 2005
								Adjusted for this
								Offering of				Adjusted for the
								Common				Acquisition and
				Actual				Equity Units(1)				Related Financings(2)
				(In millions)
Short-term debt				$	1,120			$	1,120			$	2,120
Long-term debt					7,414				9,214				11,804
Shares subject to mandatory redemption					278				278				278
	Total debt				8,812				10,612				14,202
Stockholders’ Equity:
	Common stock, at par value				8				8				8
	Additional paid-in capital				15,043				14,943				15,943
	Preferred stock, at par value				—				—				—
	Additional paid-in capital				—				—				2,043
	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				22,938				26,739
		Total capitalization		$	31,850			$	33,550			$	40,941

(1)	Adjusted for this offering of common equity units, assuming gross proceeds of $1,800 million and the $100 million reduction in additional paid in capital related to the estimated present value of the contractual payments to be made under the terms of the variable share forward contract component. Related debt issuance costs of $51 million will be capitalized and amortized over three years.
(2)	Adjusted for the elimination of $87 million of MetLife debt resulting from the Acquisition and the anticipated related financing transactions. The financing transactions include this offering of common equity units, $2,100 million of preferred shares (which includes the issuance of $600 million of series A preferred shares, net of $17 million issuance costs, and $1,500 million of series B preferred shares, net of $40 million issuance costs), the expected issuance of $1,000 million of common stock to Citigroup and the assumed issuance of $1,000 million of commercial paper and $2,700 million of senior debt.

These adjustments reflect management’s best estimate of the forms and amounts of financing at the time of this offering. The actual form of financing of the Acquisition may involve different forms of financing and/or different amounts of the same types of securities. Please refer to “Unaudited Pro Forma Condensed Consolidated Financial Information” for further discussion of the financing transactions.

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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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	(a) a stock purchase contract under which:

	(1)	you will agree to purchase from us, and we will agree to sell to you, on the initial stock purchase date, for $12.50 in cash, a variable number of newly issued or treasury shares of our common stock per common equity unit equal to the settlement rate described under “Description of the Stock Purchase Contracts — Purchase of Common Stock,” subject to anti-dilution adjustments. The initial stock purchase date is expected to be August 15, 2008, but could be deferred for quarterly periods until February 15, 2009;
	(2)	you will agree to purchase from us, and we will agree to sell to you, on the subsequent stock purchase date, for $12.50 in cash, a variable number of newly issued or treasury shares of our common stock per common equity unit equal to the settlement rate described under “Description of the Stock Purchase Contracts — Purchase of Common Stock,” subject to anti-dilution adjustments. The subsequent stock purchase date is expected to be February 15, 2009, but could be deferred for quarterly periods until February 15, 2010; and
	(3)	we will pay you quarterly contract payments:

	•	from and including the issue date to but excluding the initial stock purchase date, at an annual rate of      % on the stated amount of $25, subject to our right to defer these payments; and
	•	from and including the initial stock purchase date to but excluding the subsequent stock purchase date, at an annual rate of           % on the remaining stated amount of $12.50, subject to our right to defer these payments;

	(b)	prior to the initial stock purchase date, a 1/80, or 1.25%, undivided beneficial ownership interest in a series A trust preferred security issued by the series A trust with an initial liquidation amount of $1,000; and
	(c)	a 1/80, or 1.25%, undivided beneficial ownership interest in a series B trust preferred security issued by the series B trust with an initial liquidation amount of $1,000.

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Zero Coupon Treasury Security Maturity Dates		CUSIP No.
August 15, 2008		912833CU2
November 15, 2008		912833GD6
February 15, 2009		912833CV0
May 15, 2009		912833GE4
August 15, 2009		912833CW8
November 15, 2009		912833GF1
February 15, 2010		912833CX6

	(a) a stock purchase contract under which:

	(1)	you will agree to purchase from us, and we will agree to sell to you, no later than the initial stock purchase date, for $12.50 in cash, a variable number of newly issued or treasury shares of our common stock per common equity unit equal to the applicable settlement rate described under “Description of the Stock Purchase Contracts — Purchase of Common Stock,” subject to anti-dilution adjustments;
	(2)	you will agree to purchase from us, and we will agree to sell to you, no later than the subsequent stock purchase date, for $12.50 in cash, a variable number of newly issued or treasury shares of our common stock per common equity unit equal to the applicable settlement rate described under “Description of the Stock Purchase Contracts — Purchase of Common Stock,” subject to anti-dilution adjustments; and

	(3) we will pay you quarterly contract payments:

	•	from and including the issue date to but excluding the initial stock purchase date, at an annual rate of      % on the stated amount of $25, subject to our right to defer these payments; and
	•	from and including the initial stock purchase date to but excluding the subsequent stock purchase date, at an annual rate of      % on the remaining stated amount of $12.50, subject to our right to defer these payments;

	(b)	prior to the initial stock purchase date, a 1/80, or 1.25%, undivided beneficial ownership interest in a zero coupon treasury security that matures as of the applicable remarketing settlement date for the series A trust preferred securities, with a principal amount at maturity of $1,000; and
	(c)	a 1/80, or 1.25%, undivided beneficial ownership interest in a zero coupon treasury security that matures as of the applicable remarketing settlement date for the series B trust preferred securities, with a principal amount at maturity of $1,000.

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	•	if creating a stripped common equity unit prior to the initial stock purchase date, deposit with the collateral agent a zero coupon treasury security that has a principal amount at maturity of $1,000 payable on the applicable remarketing settlement date for the series A trust preferred securities;
	•	deposit with the collateral agent a zero coupon treasury security that has a principal amount at maturity of $1,000 payable on the applicable remarketing settlement date for the series B trust preferred securities; and
	•	transfer 80 normal common equity units to the stock purchase contract agent accompanied by a notice stating that you have deposited the required number of zero coupon treasury securities with the collateral agent and requesting the release to you of the trust preferred securities relating to the 80 normal common equity units.

	•	cancel the 80 normal common equity units;
	•	transfer the related series A trust preferred securities (if applicable) and series B trust preferred securities to you; and
	•	deliver 80 stripped common equity units to you.

	•	to substitute, for the zero coupon treasury securities pledged in respect of series A trust preferred securities (if any) and held by the collateral agent, series A trust preferred securities having a liquidation amount equal to the aggregate principal amount at stated maturity of the zero coupon treasury securities for which substitution is being made; and
	•	to substitute, for the zero coupon treasury securities pledged in respect of series B trust preferred securities and held by the collateral agent, series B trust preferred securities having a liquidation amount equal to the aggregate principal amount at stated maturity of the zero coupon treasury securities for which substitution is being made.

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	•	if recreating normal common equity units prior to the initial stock purchase date, deposit with the collateral agent a series A trust preferred security with a $1,000 liquidation amount;
	•	deposit with the collateral agent a series B trust preferred security with a $1,000 liquidation amount; and
	•	transfer 80 stripped common equity units to the stock purchase contract agent accompanied by a notice stating that you have deposited the required number of trust preferred securities with the collateral agent and requesting the release to you of the pledged zero coupon treasury securities relating to the stripped common equity units.

	•	cancel the 80 stripped common equity units;
	•	transfer the related zero coupon treasury securities to you; and
	•	deliver 80 normal common equity units to you.

	•	from and including the issue date to but excluding the initial stock purchase date:

	•	cumulative distributions calculated at the annual rate of      % per year on your 1/80 interest in a series A trust preferred security with a liquidation amount of $1,000;
	•	cumulative distributions calculated at the annual rate of      % per year on your 1/80 interest in a series B trust preferred security with a liquidation amount of $1,000; and
	•	contract payments on the stock purchase contracts payable by us at an annual rate of      % per year on the stated amount of $25 per normal common equity unit; and

	•	from and including the initial stock purchase date to but excluding the subsequent stock purchase date:

	•	cumulative distributions calculated at an annual rate of      % per year on your 1/80 interest in a series B trust preferred security with a liquidation amount of $1,000; and
	•	contract payments on the stock purchase contracts payable by us at an annual rate of      % per year on the remaining stated amount of $12.50 per normal common equity unit.

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	•	for each of those 20 trading days on which the closing price of our common stock is less than or equal to the reference price, a fraction of a share of our common stock per common equity unit equal to: 1/20 times $12.50 divided by the reference price;
	•	for each of those 20 trading days on which the closing price of our common stock is greater than the reference price but less than the threshold appreciation price, a fraction of a share of our common stock per common equity unit equal to: 1/20 times $12.50 divided by the closing price; and
	•	for each of those 20 trading days on which the closing price of our common stock is greater than or equal to the threshold appreciation price, a fraction of a share of our common stock per common equity unit equal to: 1/20 times $12.50 divided by the threshold appreciation price.

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	•	any suspension of, or limitation imposed on, trading by the relevant exchange or quotation system during the one-hour period prior to the close of trading for the regular trading session on the exchange or quotation system and whether by reason of movements in price exceeding limits permitted by the relevant exchange or quotation system or otherwise relating to our common stock or in futures or option contracts relating to our common stock on the relevant exchange or quotation system;
	•	any event (other than a failure to open or a closure as described below) that disrupts or impairs the ability of market participants during the one-hour period prior to the close of trading for the regular trading session on the exchange or quotation system in general to effect transactions in, or obtain market values for, our common stock on the relevant exchange or quotation system or futures or options contracts relating to our common stock on any relevant exchange or quotation system; or
	•	the failure to open of the exchange or quotation system on which futures or options contracts relating to our common stock are traded or the closure of such, exchange or quotation system prior to its respective scheduled closing time for the regular trading session on such day (without regard to after hours or other trading outside the regular trading session hours) unless such earlier closing time is announced by such exchange or quotation system at least one hour prior to the earlier of the actual closing time for the regular trading session on such day and the submission deadline for orders to be entered into such, exchange or quotation system for execution at the actual closing time on such day.

	Settlement on a Stock Purchase Date

	•	you have settled the stock purchase contracts prior to the applicable stock purchase date through the early delivery of cash to the stock purchase contract agent in the manner described under “— Early Settlement” or “— Early Settlement upon Cash Merger;” or
	•	an event described under “— Termination” has occurred,

	•	On the initial stock purchase date:

	•	if you hold normal common equity units and there has been a successful remarketing of your series A trust preferred securities, a portion of the proceeds from such remarketing equal to your pro rata share of the initial liquidation amount of the series A trust preferred securities remarketed will automatically be applied to satisfy in full your obligation to purchase common stock on the initial stock purchase date under your stock purchase contracts;

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	•	if you hold normal common equity units and you elected not to participate in the remarketing, as described below, the cash you deposited will be applied to satisfy in full your obligation to purchase common stock on the initial stock purchase date under your stock purchase contracts;
	•	if you hold stripped common equity units, the cash proceeds, when paid at maturity, of your ownership interest in the zero coupon treasury securities you substituted for the series A trust preferred securities will automatically be applied to satisfy in full your obligation to purchase common stock on the initial stock purchase date under your stock purchase contracts; and
	•	if you hold normal common equity units in which the related series A trust preferred securities remain a part of the normal common equity units because of a final failed remarketing, we will exercise our rights as a secured party in accordance with applicable law, including, without limitation, disposition of the series A trust preferred securities or applying the series A trust preferred securities against your obligation to purchase common stock on the initial stock purchase date under your stock purchase contracts.

	•	On the subsequent stock purchase date:

	•	if you hold normal common equity units and there has been a successful remarketing of your series B trust preferred securities, a portion of the proceeds from such remarketing equal to your pro rata share of the initial liquidation amount of the series B trust preferred securities remarketed will automatically be applied to satisfy in full your obligation to purchase common stock on the subsequent stock purchase date under your stock purchase contracts;
	•	if you hold normal common equity units and you elected not to participate in the remarketing, as described below, the cash you deposited will be applied to satisfy in full your obligation to purchase common stock on the subsequent stock purchase date under your stock purchase contracts;
	•	if you hold stripped common equity units, the cash proceeds, when paid at maturity, of your ownership interest in the zero coupon treasury securities you substituted for the series B trust preferred securities will automatically be applied to satisfy in full your obligation to purchase common stock on the subsequent stock purchase date under your stock purchase contracts; and
	•	if you hold normal common equity units in which the related series B trust preferred securities remain a part of the normal common equity units because of a final failed remarketing, we will exercise our rights as a secured party in accordance with applicable law, including, without limitation, disposition of the series B trust preferred securities or applying the series B trust preferred securities against your obligation to purchase common stock on the subsequent stock purchase date under your stock purchase contracts.

	•	irrevocably agreed to be bound by the terms and provisions of the stock purchase contracts and the pledge agreement and to have agreed to perform your obligations thereunder for so long as you remain a holder of the common equity units; and
	•	duly appointed the stock purchase contract agent as your attorney-in-fact to enter into and perform the stock purchase contracts and pledge agreement on your behalf and in your name.

	•	yourself as the owner of the stock purchase contracts and the related ownership interest in the trust preferred securities or the zero coupon treasury securities, as the case may be;

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	•	the junior subordinated debt securities as our indebtedness;
	•	each trust as a grantor trust; and
	•	as of the time of issuance, the fair market value of each ownership interest in the series A trust preferred securities (or more precisely in the series A junior subordinated debt securities) as $12.50, the fair market value of each ownership interest in the series B trust preferred securities (or more precisely in the series B junior subordinated debt securities) as $12.50 and the fair market value of the stock purchase contract as $0.

	•	the applicable stock purchase date will be deferred until the next applicable remarketing settlement date for that series of trust preferred securities as described below;
	•	the proceeds received upon maturity of the treasury securities pledged as collateral for any stripped common equity units will be reinvested in treasury securities maturing on the next remarketing settlement date for that series of trust preferred securities (as described under “Description of the Common Equity Units — Creating Stripped Common Equity Units”), and any remaining cash proceeds will be remitted to the holders of the stripped common equity units;

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	•	the distribution rate on that series of trust preferred securities will not be reset; and
	•	the remarketing agent will thereafter attempt to establish a new reset rate meeting the requirements described above and remarket that series of trust preferred securities on subsequent remarketing dates, as described below.

	•	There will be three potential remarketing dates for the series A trust preferred securities. The first two remarketings will be subject to the reset cap, and the last remarketing will be uncapped.

	•	The first potential remarketing settlement date for the series A trust preferred securities will be August 15, 2008. This remarketing will be subject to the reset cap.
	•	If the first remarketing is not successful, the second potential remarketing settlement date for the series A trust preferred securities will be November 15, 2008. This remarketing will be subject to the reset cap.
	•	If the second remarketing is not successful, the third and final potential remarketing settlement date for the series A trust preferred securities will be February 15, 2009. This remarketing will not be subject to the reset cap.

	•	There will also be three potential remarketing dates for the series B trust preferred securities. The first two remarketings will be subject to the reset cap, and the last remarketing will be uncapped.

	•	The first potential remarketing settlement date for the series B trust preferred securities will occur six months after the earlier of (i) the remarketing settlement date for a successful remarketing of the series A trust preferred securities; or (ii) February 15, 2009. This remarketing will be subject to the reset cap.
	•	If the first remarketing of the series B trust preferred securities is not successful, the second potential remarketing settlement date for the series B trust preferred securities will occur three months after the first potential remarketing settlement date for the series B trust preferred securities. This remarketing will be subject to the reset cap.
	•	If the second remarketing is not successful, the third and final potential remarketing settlement date for the series B trust preferred securities will occur three months after the second potential remarketing settlement date for the series B trust preferred securities. The latest date on which the third and final potential remarketing settlement date for the series B trust preferred securities will be February 15, 2010. This remarketing will not be subject to the reset cap.

	•	the distribution rate on the applicable series of trust preferred securities will not be reset.
	•	if you hold normal common equity units, we will exercise our rights as a secured party and, subject to applicable law, retain your trust preferred securities of the applicable series pledged as collateral under the relevant pledge agreement or sell them in one or more private sales and apply the liquidation

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		amount or proceeds from the sale of such trust preferred securities against your obligations under the stock purchase contract. In either case, your obligations under your stock purchase contracts would be satisfied in full. We will issue a junior subordinated note (which will be subordinate and rank junior in right of payment to all of our existing and future secured and senior debt) to the stock purchase contract agent for delivery to you, payable on August 15, 2010 or, if we are deferring interest on the corresponding series of junior subordinated debt securities, on the date that is five years after commencement of the deferral period (whichever is later), and bearing interest at the rate of           % per year, in the amount of any accrued and unpaid distributions on those trust preferred securities as of the remarketing settlement date corresponding to the final failed remarketing of that series of trust preferred securities.
	•	if you hold stripped common equity units, we will exercise our rights as a secured party and, subject to applicable law, retain your zero coupon treasury securities pledged as collateral under the pledge agreement and apply the principal amount paid at maturity to satisfy in full your obligation to us under your stock purchase contracts.
	•	if you hold trust preferred securities that are not a part of normal common equity units and you elected to participate in the remarketing, your trust preferred securities will be returned to you, and you will have the right, at your option, to require the relevant trust to purchase all or a portion of those trust preferred securities in exchange for the initial liquidation amount of $1,000 per trust preferred security in cash, plus a junior subordinated note (which will be subordinate and rank junior in right of payment to all of our existing and future secured and senior debt), payable on August 15, 2010 or, if we are deferring interest on the corresponding series of junior subordinated debt securities, on the date that is five years after commencement of the deferral period (whichever is later) and bearing interest at an annual rate of           %, in an amount equal to any distributions that are accrued and unpaid as of the remarketing settlement date corresponding to the final failed remarketing of such series of trust preferred securities.

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	•	the then current stated amount times the number of stock purchase contracts being settled; plus
	•	if the delivery is made with respect to any stock purchase contract during the period from the close of business on any record date next preceding any payment date to the opening of business on such payment date, an amount equal to the contract payments payable on the payment date with respect to the number of stock purchase contracts.

	•	except as described below in “— Early Settlement upon Cash Merger,” you will receive a number of newly issued or treasury shares of our common stock per common equity unit equal to the minimum settlement rate, subject to adjustment under the circumstances described under “— Anti-Dilution Adjustments,” accompanied by an appropriate prospectus, if required by law;
	•	the trust preferred securities, or the treasury securities, as the case may be, relating to the common equity units will be transferred to you free and clear of our security interest;
	•	your right to receive future contract payments and any accrued and unpaid contract payments for the period since the most recent quarterly payment date will terminate; and
	•	no adjustment will be made to or for you on account of any accrued and unpaid contract payments referred to in the previous bullet.

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	•	the aggregate amount of deferred contract payments payable to you, divided by
	•	in the case of contract payments payable on or before the initial stock purchase date, the greater of

	•	the closing price of our common stock on the trading day immediately preceding the initial stock purchase date) and
	•	$                    , and

	•	in the case of contract payments payable after the initial stock purchase date, the greater of

	•	the closing price of our common stock on the trading day immediately preceding the subsequent stock purchase date) and
	•	$                    ,

	•	have a principal amount equal to the aggregate amount of deferred contract payments payable to you,
	•	mature on February 15, 2010,
	•	bear interest at an annual rate equal to the then market rate of interest for similar instruments (not to exceed 10%), as determined by a nationally recognized investment banking firm selected by us,
	•	be subordinate and rank junior in right of payment to all of our existing and future secured and senior debt on the same basis as the contract payments, and
	•	not be redeemable by us prior to their stated maturity.

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	(1) Stock dividends in common stock: The payment of a dividend or other distributions on the common stock to all holders of our common stock exclusively in shares of our common stock.
	(2) Issuance of rights or warrants: The issuance to all or substantially all holders of common stock of rights, options or warrants, other than pursuant to any dividend reinvestment, share purchase or similar plans, entitling them to subscribe for or purchase shares of our common stock for a period expiring within 60 days from the date of issuance of the rights or warrants at less than the current market price (as defined below), provided that no adjustment will be made if holders of common equity units may participate in the transaction on a basis and with notice that our board of directors determines to be fair and appropriate. To the extent that such rights or warrants are not exercised prior to their expiration (and as a result no additional shares of our common stock are delivered or issued pursuant to such rights or warrants), the share components shall be readjusted to the share components that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery or issuance of only the number of shares of our common stock actually delivered or issued.
	(3) Stock splits or recombinations: Subdivisions, splits and recombinations of our common stock.
	(4) Distributions of indebtedness, securities or assets: Distributions to all or substantially all holders of our common stock of evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution covered by clause (1) or (2) above or clause (6) below), provided that no adjustment will be made if all holders of the common equity units issued in this offering may participate in the transaction.
	(5) Tender or exchange offers: The successful completion of a tender or exchange offer made by MetLife, Inc. or one of its subsidiaries for shares of our common stock that involves an aggregate consideration that, when combined with (a) any cash and the fair market value of other consideration payable in respect of any other tender or exchange offer (other than consideration payable in respect of any odd-lot tender offer) by MetLife, Inc. or one of its subsidiaries for its shares of our common stock concluded within the preceding 12 months and (b) the aggregate amount of any all-cash distributions (other than regular quarterly, semi-annual or annual cash dividends and dividends and distributions described in clause (6) below) to all holders of shares of our common stock made within the preceding 12 months, exceeds 10% of MetLife, Inc.’s aggregate market capitalization on the date of expiration of such tender or exchange offer.
	(6) Cash dividends or distributions: Regular quarterly, semi-annual or annual cash dividends or any other distributions by MetLife, Inc. consisting exclusively of cash to all holders of MetLife’s common stock, excluding any regular cash dividend on our common stock to the extent that the aggregate annual cash dividend per common share does not exceed $0.46 (which we refer to in this prospectus supplement as the “dividend threshold amount;” the dividend threshold amount is subject to adjustment in the same proportion as the daily amounts for any adjustment made to the daily amounts pursuant to clause (1) or clause (3)).

	•	upon the issuance of any shares of our common stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of MetLife, Inc. and the investment of additional optional amounts in our common stock under any plan,
	•	upon the issuance of any shares of our common stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by MetLife, Inc. or any of its subsidiaries, or

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	•	upon the issuance of any shares of our common stock pursuant to any option, warrant, right or exercisable, exchangeable, or convertible security outstanding as of the date the common equity units were first issued.

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	•	to substitute zero coupon treasury securities for trust preferred securities as provided for under “Description of the Common Equity Units — Creating Stripped Common Equity Units;”
	•	to substitute trust preferred securities for zero coupon treasury securities, as provided for under “Description of the Common Equity Units — Recreating Normal Common Equity Units;” or
	•	upon the termination or early settlement of your stock purchase contracts.

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	•	to evidence the succession of another person to our obligations;

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	•	to add to the covenants for the benefit of holders or to surrender any of our rights or powers under those agreements;
	•	to evidence and provide for the acceptance of appointment of a successor stock purchase contract agent or a successor collateral agent or securities intermediary;
	•	to make provision with respect to the rights of holders pursuant to adjustments in the settlement rate due to consolidations, mergers or other reorganization events;
	•	to cure any ambiguity, to correct or supplement any provisions that may be inconsistent; and
	•	to make any other provisions with respect to such matters or questions, provided that such action shall not adversely affect the interest of the holders in any material respect.

	•	change any payment date;
	•	change the amount or type of pledged securities related to the stock purchase contract, impair the right of the holder of any pledged securities to receive distributions on the pledged securities or otherwise adversely affect the holder’s rights in or to the pledged securities;
	•	change the place or currency of payment or reduce any contract payments;
	•	impair the right to institute suit for the enforcement of the stock purchase contract or payment of any contract payments;
	•	reduce the number of shares of our common stock to be purchased under the stock purchase contracts, increase the price to purchase shares of our common stock upon settlement of the stock purchase contracts, change the stock purchase date, the right to early settlement or the holder’s merger early settlement right or otherwise adversely affect the holder’s rights under the stock purchase contracts; or
	•	reduce the above-stated percentage of outstanding stock purchase contracts the consent of the holders of which is required for the modification or amendment of the provisions of the stock purchase contracts, the stock purchase contract agreement or the pledge agreement.

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	•	the successor entity is a corporation organized and existing under the laws of the United States of America or a U.S. state or the District of Columbia and that entity expressly assumes our obligations under the stock purchase contracts, the stock purchase contract agreement, the pledge agreement, the trust agreements and the remarketing agreement; and
	•	the successor entity is not, immediately after the merger, consolidation, conversion, sale, assignment, transfer, lease or conveyance, in default of its payment obligations under the stock purchase contracts, the stock purchase contract agreement, the pledge agreement, the trust agreements or the remarketing agreement or in material default in the performance of any other covenants under these agreements.

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	(1) whether the trust preferred securities of the series to be remarketed will accrete or bear cash distributions and if such trust preferred securities will bear cash distributions, the applicable distribution dates and record dates;
	(2) any change to the stated maturity of the series of junior subordinated debt securities underlying the trust preferred securities of the series to be remarketed and, if applicable, the date on and after which the relevant trust will have the right to redeem such trust preferred securities; provided, however, that if we are deferring interest on such junior subordinated debt securities at the time of the remarketing, any new stated maturity date and mandatory redemption date may not be earlier than five years after commencement of the deferral period;
	(3) whether the series of junior subordinated debt securities underlying the trust preferred securities of the series to be remarketed, and our guarantee of such trust preferred securities, will no longer be subordinated to our senior debt;
	(4) the procedures you must follow if you hold the trust preferred securities of the series to be remarketed as a component of common equity units to elect not to participate in the remarketing and the date by which such election must be made;
	(5) the procedures you must follow if you hold the trust preferred securities of the series to be remarketed separately to elect to participate in the remarketing as described below under “— Optional Remarketing of the Trust Preferred Securities not Included in Normal Common Equity Units;” and
	(6) only in the case of the third and final remarketing of a series of trust preferred securities, the procedures you must follow in the event of a final failed remarketing if you hold the trust preferred securities of the series to be remarketed separately to exercise your right to require the trust to purchase such trust preferred securities.

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	•	the distribution rate on that series of trust preferred securities will not be reset;
	•	that series of trust preferred securities will continue to bear quarterly cash distributions at an initial annual rate of      % for the series A trust preferred securities and an initial annual rate of           % for the series B trust preferred securities; and
	•	the remarketing agent will attempt to establish a reset rate meeting the requirements described above and remarket that series of trust preferred securities on the next applicable remarketing settlement date.

	•	the distribution rate on that series of trust preferred securities will not be reset. In the event of a final failed remarketing of a series of trust preferred securities, we may shorten the stated maturity of the series of junior subordinated debt securities corresponding to that series of trust preferred securities and, accordingly, the mandatory redemption date of that series of trust preferred securities.
	•	if you hold those trust preferred securities as a component of normal common equity units, we will exercise our rights as a secured party and, subject to applicable law, retain those trust preferred securities pledged as collateral under the pledge agreement or sell them in one or more private sales and apply the liquidation amount or proceeds from the sale of the trust preferred securities against your obligations under the stock purchase contracts. In either case, your obligations under the stock purchase contracts would be satisfied in full. We will issue a junior subordinated note to the stock purchase contract agent for delivery to you, payable on August 15, 2010 or, if we are deferring interest on the corresponding series of junior subordinated debt securities, on the date that is five years after commencement of the deferral period (whichever is later), and bearing interest at an annual rate of      %, in an amount equal to any accrued and unpaid distributions (and accrued and unpaid interest thereon) on those trust preferred securities as of the final failed remarketing settlement date.
	•	If you hold stripped common equity units, we will exercise our rights as a secured party and, subject to applicable law, retain your treasury securities pledged as collateral under the pledge agreement and apply them against your obligation to us under the stock purchase contract or sell them in one or more private sales. In either case, your obligations under the stock purchase contracts would be satisfied in full.
	•	if you hold trust preferred securities that are not a part of normal common equity units and you elected to participate in the remarketing, your trust preferred securities will be returned to you, and you will have the right, at your option, to require the trust to purchase all or a portion of those trust preferred securities in exchange for the initial liquidation amount of $1,000 per trust preferred security in cash, plus a junior subordinated note, payable on August 15, 2010 or, if we are deferring interest on the corresponding series of junior subordinated debt securities, on the date that is five years after commencement of the deferral period (whichever is later) and bearing interest at an annual rate of      %, in an amount equal to any distributions

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		that are accrued and unpaid (and accrued and unpaid interest thereon) as of the remarketing settlement date corresponding to the final failed remarketing.

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	•	cause such extended deferral period to exceed the maximum deferral period;
	•	end on a date other than an interest payment date; or
	•	extend beyond the stated maturity date of the relevant series of junior subordinated debt securities.

	•	the date cash distributions on the related trust preferred securities would have been payable except for the election to begin or extend the deferral period; or
	•	the date the relevant trust is required to give notice to the New York Stock Exchange or any other applicable self-regulatory organization or to holders of the corresponding trust preferred securities of the record date or the date cash distributions are payable,

	•	there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time, or both, would be an event of default with respect to a series of junior subordinated debt securities of which we have actual knowledge and which we have not taken reasonable steps to cure;
	•	a series of junior subordinated debt securities is held by the relevant trust and we shall be in default relating to our payment of any obligations under the relevant guarantee; or
	•	we shall have given notice of our election to defer payments of interest on a series of junior subordinated debt securities and such period, or any extension of such period, shall be continuing;

	•	declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of our capital stock;
	•	make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem the other series of junior subordinated debt securities or any other debt securities issued by us that rank equally with or junior to such series of junior subordinated debt securities; or

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	•	make any payment under any guarantee that ranks equal or junior to our guarantee related to the applicable series of trust preferred securities, including under the guarantee related to the other series of trust preferred securities; or

	•	any repurchase, redemption or other acquisition of shares of our capital stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (2) a dividend reinvestment or stockholder purchase plan, or (3) the issuance of our capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable event of default, default or extension period, as the case may be;
	•	any exchange, redemption or conversion of any class or series of our capital stock, or the capital stock of one of our subsidiaries, for any other class or series of our capital stock, or of any class or series of our indebtedness for any class or series of our capital stock;
	•	any purchase of, or payment of cash in lieu of, fractional interests in shares of our capital stock pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged;
	•	any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto;
	•	payments by us under the guarantee, executed for the benefit of the holders of the applicable series of trust preferred securities, under which we shall be in default; or
	•	any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock.

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

	•	failure to pay interest (including any additional interest) on such series of junior subordinated debt securities for 20 consecutive quarters (subject to the deferral of any due date in the case of an extension period);
	•	failure to pay the principal of such series of junior subordinated debt securities when due, whether at maturity, upon redemption or otherwise; or
	•	certain events in bankruptcy, insolvency or reorganization of MetLife, Inc. or appointment of a receiver, liquidator or trustee of MetLife Bank, the banking subsidiary of MetLife.

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	•	a default in payment of principal or interest; or
	•	a default under any provision of the applicable junior indenture which itself cannot be modified or amended without the consent of the holder of each outstanding junior subordinated debt security of such series.

	•	directing the relevant property trustee to enforce the terms of such junior subordinated debt securities; or
	•	suing us to enforce the relevant property trustee’s rights under such junior subordinated debt securities.

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	•	any accumulated and unpaid distributions required to be paid on such trust preferred securities, to the extent such trust has funds available to make the payment;
	•	the redemption price for any of such trust preferred securities of called for redemption, to the extent such trust has funds available to make the payment; and
	•	upon a voluntary or involuntary dissolution, winding-up or liquidation of such trust, other than in connection with a distribution of the relevant series of junior subordinated debt securities to the holders of such trust preferred securities, the lesser of:

	(1)	the aggregate of the accreted liquidation amount and all accumulated and unpaid distributions on such series of trust preferred securities to the date of payment, to the extent such trust has funds available to make the payment; and
	(2)	the amount of assets of such trust remaining available for distribution to holders of such trust preferred securities upon liquidation of such trust.

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	•	the aggregate principal amount of such junior subordinated debt securities will be equal to the sum of the aggregate accreted liquidation amount of such trust securities;
	•	the interest rate and the interest and other payment dates on such junior subordinated debt securities will match the distribution rate and distribution and other payment dates for such trust securities;
	•	we shall pay, and the relevant trust shall not be obligated to pay, directly or indirectly, any costs, expenses, debts and obligations of such trust, other than with respect to such trust securities; and
	•	each trust agreement further provides that the relevant trustee shall not take or cause or permit the relevant trust to, among other things, engage in any activity that is not consistent with the purposes of such trust.

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	•	the depositary notifies us that it is unwilling or unable to continue as a depositary for the global security certificates and no successor depositary has been appointed within 90 days after this notice;
	•	the depositary at any time ceases to be a clearing agency registered under the Exchange Act when the depositary is required to be so registered to act as the depositary and no successor depositary has been appointed within 90 days after we learn that the depositary has ceased to be so registered;
	•	an event of default has occurred and is continuing under either series of junior subordinated debt securities or the stock purchase contract agreement; or
	•	we, in our sole discretion, determine that the global security certificates shall be so exchangeable,

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	•	will not be entitled to have such global security certificates or the normal common equity units, stripped common equity units or separate trust preferred securities represented by these certificates registered in their names;
	•	will not receive or be entitled to receive physical delivery of normal common equity units, stripped common equity units or separate trust preferred securities certificates in exchange for beneficial interests in global security certificates; and
	•	will not be considered to be owners or holders of the global security certificates or any normal common equity units, stripped common equity units or separate trust preferred securities represented by these certificates for any purpose under the normal common equity units, stripped common equity units, the stock purchase contract agreement and the trust agreement.

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	•	dealers and certain traders in securities,
	•	banks, regulated investment companies, real estate investment trusts, and financial institutions,
	•	insurance companies,
	•	tax-exempt organizations,
	•	persons holding Securities as part of a “straddle,” “hedge,” “conversion” or similar transaction,
	•	persons that are classified as partnerships for United States federal income tax purposes, or
	•	a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.

	•	an individual who is a citizen or resident of the United States,
	•	a corporation (or entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States of any state thereof or the District of Columbia,
	•	an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or
	•	a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons are authorized to control all substantial decisions of the trust.

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	Tax Considerations Regarding the Trusts

	Classification of the Trust

	Dissolution of the Trust

	Common Equity Units

	Characterization of Normal Common Equity Units

	Sales, Exchanges or Other Taxable Dispositions of the Common Equity Units

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	Preferred Trust Securities and Junior Subordinated Debt Securities

	Interest

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	Sales, Exchanges or Other Taxable Dispositions of Preferred Trust Certificate or Junior Subordinated Debt Securities

	Substitution of Treasury Securities to Create Stripped Common Equity Units

	Substitution of Trust Preferred Securities to Recreate Normal Common Equity Units

	Stock Purchase Contracts

	Contract Payments

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	Acquisition of Common Stock Under a Stock Purchase Contract

	Ownership of Common Stock Acquired Under the Stock Purchase Contract

	Termination of Purchase Contract.

	Adjustment to Settlement Rate.

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	Backup Withholding and Information Reporting

	•	are an entity (including a corporation or a tax-exempt entity) that is exempt from backup withholding and, when required, demonstrate this fact; or
	•	provide your Taxpayer Identification Number (“TIN”) (which, if you are an individual, would be your Social Security Number), and further

	•	you certify that (i) the TIN you provide is correct, (ii) you are a United States person and (iii) you are exempt from backup withholding,
	•	you have not been notified by the IRS that you are subject to backup withholding due to underreporting of interest or dividends or you have been notified by the IRS that you are no longer subject to backup withholding, and
	•	you otherwise comply with the applicable requirements of the backup withholding rules.

	United States Federal Withholding Tax

	•	you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and the Treasury regulations, and you are not a controlled foreign corporation that is related to us through stock ownership;
	•	either (a) you provide your name, address and certain other information on an Internal Revenue Service Form W-8BEN (or a suitable substitute form), and certify, under penalties of perjury, that you are not a United States person or (b) you hold Securities through certain foreign intermediaries or certain foreign partnerships and certain certification requirements are satisfied.

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	United States Federal Income Tax

	•	such gain or income is effectively connected with your conduct of a trade or business in the United States (and, where an applicable tax treaty so provides, are also attributable to a United States permanent establishment maintained by you); or
	•	you are an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.

	Backup Withholding and Information Reporting

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			Number of
			Common
Underwriters			Equity Units
Banc of America Securities LLC
Goldman, Sachs & Co.
Citigroup Global Markets Inc.
Credit Suisse First Boston LLC
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
UBS Securities LLC
Bear, Stearns & Co. Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
BNP Paribas Securities Corp.
Fox-Pitt, Kelton Inc.
HSBC Securities (USA) Inc.
Keefe, Bruyette & Woods, Inc.
Wachovia Capital Markets, LLC
Guzman & Company
Samuel A. Ramirez & Co., Inc.
Muriel Siebert & Co., Inc.
The Williams Capital Group, L.P.
	Total		72,000,000

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		No Exercise				Full Exercise
Per common equity unit		$				$
Total		$				$

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	(1)	the European Central Bank, certain Belgian sovereigns and public institutions;
	(2)	licensed Belgian and foreign credit institutions;
	(3)	licensed Belgian and foreign investment firms;
	(4)	licensed Belgian and foreign collective investment schemes;
	(5)	licensed Belgian and foreign insurance companies, Belgian and foreign reinsurance companies, and certain pensions funds;
	(6)	Belgian holding companies;
	(7)	authorized Belgian coordination centers; and
	(8)	Belgian and foreign companies listed on a Belgian or a foreign regulated market with consolidated own funds of at least €25 million.

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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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