METLIFE INC, S-1, 2000-03-09

METLIFE INC
S-1, 2000-03-09
INSURANCE AGENTS, BROKERS & SERVICE

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 9, 2000
REGISTRATION NO. 333-
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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METLIFE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 6719 13-4075851
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

METLIFE CAPITAL TRUST I
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 6719 13-7233755
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

ONE MADISON AVENUE
NEW YORK, NEW YORK 10010-3690
(212) 578-2211

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

GARY A. BELLER, ESQ.
SENIOR EXECUTIVE VICE-PRESIDENT AND GENERAL COUNSEL
METLIFE, INC.
ONE MADISON AVENUE
NEW YORK, NY 10010-3690
(212) 578-2211

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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WITH COPIES TO:

<TABLE>
<S> <C>
WOLCOTT B. DUNHAM, JR., ESQ. PHYLLIS G. KORFF, ESQ.
JAMES C. SCOVILLE, ESQ. SUSAN J. SUTHERLAND, ESQ.
DEBEVOISE & PLIMPTON SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
875 THIRD AVENUE FOUR TIMES SQUARE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10036
(212) 909-6000 (212) 735-3000
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
number for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]

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CALCULATION OF REGISTRATION FEE

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<CAPTION>
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PROPOSED
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED OFFERING PRICE(6)(7) REGISTRATION FEE
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<S> <C> <C>
Equity Security Units.................................. $ 1,150,000,000 $ 303,600
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Debentures of MetLife, Inc.(1)......................... -- --
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Capital Securities of MetLife Capital Trust I(2)....... -- --
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Common Stock ($0.01 par value per share)(3)............ -- --
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Stock Purchase Contracts(4)............................ -- --
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MetLife, Inc. Guarantee with respect to Capital
Securities(5)........................................ -- --
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</TABLE>

(1) Up to $1,150,000,000 in aggregate principal amount of Debentures of MetLife,
Inc. may be issued and sold by MetLife, Inc. to MetLife Capital Trust I in
connection with the issuance by the trust of up to 23,000,000 of its Capital
Securities. The Debentures may be distributed, under certain circumstances,
to the holders of the Capital Securities for no additional consideration.

(2) The Capital Securities of MetLife Capital Trust I are offered as a component
of the Equity Security Units for no additional consideration.

(3) Shares of common stock of MetLife, Inc. may be issued to the holders of
Equity Security Units upon settlement or termination of the Stock Purchase
Contracts, for a purchase price of $50 per unit. The actual number of shares
of common stock to be issued will not be determined until the date of
settlement or termination of the related Stock Purchase Contract.

(4) The Stock Purchase Contracts are offered as a component of the Equity
Security Units for no additional consideration.

(5) No separate consideration will be received for the MetLife, Inc. guarantee.

(6) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(n) under the Securities Act of 1933, as amended.

(7) Exclusive of accrued interest, distributions and dividends, if any.

------------------------

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

[MetLife Snoopy Logo]
SUBJECT TO COMPLETION. DATED MARCH 9, 2000.

20,000,000 UNITS

[METLIFE LOGO]

METLIFE CAPITAL TRUST I
% EQUITY SECURITY UNITS
-------------------------

Each unit will initially consist of (a) a contract to purchase, for $50,
shares of common stock of MetLife, Inc. on , 2003 and (b) a capital
security of MetLife Capital Trust I, with a stated liquidation amount of $50.

The capital securities will initially be held as components of the units
and be pledged to secure your obligations under the related purchase contracts.
You will receive distributions on the capital securities at the rate of %
of $50 per year, paid quarterly, subject to the deferral provisions described in
this prospectus. The distribution rate will be reset, and the capital securities
remarketed, as described in this prospectus.

The units have been approved for listing on the New York Stock Exchange
under the symbol "MIU", subject to official notice of issuance. Our common stock
has been approved for listing on the New York Stock Exchange under the symbol
"MET", subject to official notice of issuance.

MetLife, Inc. will, on a senior and unsecured basis, irrevocably guarantee
payments on the capital securities to the extent of available trust funds.

The offering is being made in connection with the reorganization of
Metropolitan Life Insurance Company from a mutual life insurance company to a
stock life insurance company in a process known as a demutualization.

Concurrently with this offering, we are also:

- making an initial public offering of 179,000,000 shares of common stock
of MetLife, Inc.; and

- issuing 493,476,118 shares of common stock of MetLife, Inc. to the
MetLife Policyholder Trust for the benefit of policyholders of
Metropolitan Life Insurance Company in connection with the
demutualization.

In addition, we expect to issue concurrently with this offering up to
73,000,000 shares of common stock of MetLife, Inc. to Banco Santander Central
Hispano, S.A. and Credit Suisse Group or their respective affiliates in private
placements.

The underwriters have an option to purchase a maximum of 3,000,000
additional units to cover over-allotments of the units.

INVESTING IN THE UNITS INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE
27.

<TABLE>
<CAPTION>
PER UNIT TOTAL
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<S> <C> <C>
Initial public offering price............................... $ $
Underwriting discount....................................... $ $
Proceeds, before expenses, to MetLife, Inc. ................ $ $
</TABLE>

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(1) Plus, as applicable, accumulated distributions from , 2000, if
settlement occurs after that date.

Delivery of the units will be made on or about , 2000.

None of the Securities and Exchange Commission, any state securities
commission, the New York Superintendent of Insurance or any other regulatory
body has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Joint Bookrunners
CREDIT SUISSE FIRST BOSTON GOLDMAN, SACHS & CO.
BANC OF AMERICA SECURITIES LLC
DONALDSON, LUFKIN AND JENRETTE
LEHMAN BROTHERS
MERRILL LYNCH & CO.
MORGAN STANLEY DEAN WITTER
SALOMON SMITH BARNEY
Prospectus dated , 2000.
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TABLE OF CONTENTS

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PAGE
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Prospectus Summary.......................................... 3
Risk Factors................................................ 27
Use of Proceeds............................................. 45
Dividend Policy............................................. 47
Capitalization.............................................. 48
Ratio of Earnings to Fixed Charges.......................... 49
Selected Financial Information.............................. 50
Pro Forma Consolidated Financial Information................ 57
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 65
The Demutualization......................................... 103
Business.................................................... 116
Management.................................................. 193
Ownership of Common Stock................................... 209
Common Stock Eligible for Future Sale....................... 211
MetLife Capital Trust I..................................... 212
Description of the Units.................................... 214
U.S. Federal Income Tax Consequences........................ 253
Description of Capital Stock................................ 259
Underwriting................................................ 266
Legal Matters............................................... 269
Experts..................................................... 269
Additional Information...................................... 270
Glossary.................................................... G-1
Index to Financial Statements............................... F-1
Opinion of Consulting Actuary............................... A-1
</TABLE>

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Some statements contained in this prospectus, including those containing
the words "believes", "expects", "intends", "estimates", "assumes" and
"anticipates", are forward looking. Actual results may differ materially from
those suggested by the forward looking statements for various reasons, including
those discussed under "Risk Factors".

You should rely only on the information contained or referred to in this
document. We have not authorized anyone to provide you with information that is
different. This document may only be used where it is legal to sell these
securities. The information in this document may only be accurate as of the date
of this document.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until , 2000 (25 days after the commencement of the offering), all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealer's obligation to deliver a prospectus when acting as an
underwriter and with respect to unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
As a result, it does not contain all of the information that you should consider
before investing in the units. You should read the entire prospectus carefully,
including the "Risk Factors" section and the consolidated financial statements
and the notes to those statements. Unless otherwise stated or the context
otherwise requires, references in this prospectus to "we", "our", "us" or
"MetLife" refer to MetLife, Inc., together with Metropolitan Life Insurance
Company, and their respective direct and indirect subsidiaries. All financial
information contained in this prospectus, unless otherwise indicated, has been
derived from the consolidated financial statements of Metropolitan Life
Insurance Company and its subsidiaries and is presented in conformity with
generally accepted accounting principles ("GAAP"). The Glossary beginning on
page G-1 of this prospectus includes definitions of certain insurance terms.
Each term defined in the Glossary is printed in boldface the first time it
appears in this prospectus. Information regarding the number of shares of
MetLife, Inc. common stock to be outstanding after this offering of units, the
planned private placements and the concurrent initial public offering does not
include shares of common stock issuable upon the settlement of the purchase
contracts that are a part of the units offered by this prospectus.

METLIFE, INC.

We are a leading provider of insurance and financial services to a broad
spectrum of individual and institutional customers. We currently provide
individual insurance, ANNUITIES and investment products to approximately nine
million households, or one of every eleven households in the U.S. We also
provide group insurance and retirement and savings products and services to
approximately 64,000 corporations and other institutions, including 86 of the
FORTUNE 100 largest companies. Our institutional clients have approximately 33
million employees and members.

We are a leader in each of our major U.S. businesses. We are:

- the largest life insurer, with approximately $1.7 trillion of life
insurance IN FORCE at December 31, 1999;

- the largest individual life insurer, with $11.5 billion in individual
life insurance and annuity PREMIUMS and deposits in 1999;

- the largest group life insurer, with $5.3 billion of premiums in 1999;

- a leading group non-medical health insurer, including the second largest
group disability insurer, the second largest commercial dental insurer
and the largest group long-term care insurer;

- a leading issuer of individual variable life insurance and variable
annuities; and

- a leading asset manager, with $373.6 billion of total assets under
management at December 31, 1999.

We believe that our unparalleled franchises and brand names uniquely
position us to be the preeminent provider of insurance and financial services in
the U.S. businesses in which we compete.

We are one of the largest and best capitalized insurance and financial
services companies in the U.S. Our revenues for 1999 were $25.4 billion and our
net income was $617 million. We had total consolidated assets of $225.2 billion
and equity of $13.7 billion at December 31, 1999.

We are organized into five major business segments: Individual Business,
Institutional Business, Asset Management, Auto & Home and International.

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mutual funds and auto and homeowners insurance. Reflecting overall trends
in the insurance industry, sales of our traditional life insurance products
have declined in recent years, while FIRST-YEAR PREMIUMS AND DEPOSITS from
variable life insurance products have grown at a compound annual rate of
33.1% for the five years ended 1999 and represented 67.4% of our total life
insurance sales for Individual Business in 1999. Our principal distribution
channels are the MetLife career agency and the New England Financial
general agency distribution systems and, after our recent acquisition of
GenAmerica Corporation, GenAmerica's independent general agency system. We
also have dedicated sales forces that market to non-profit organizations
and banks and their customers. In total, we had approximately 11,000 active
sales representatives in 1999. In addition to these distribution channels,
we are increasing the distribution of our products through independent
insurance agents and registered representatives. We believe our ability to
effectively manage these multiple distribution channels represents a
significant competitive advantage. Individual Business had $11.1 billion of
revenues, or 43.5% of our total revenues, and $565 million of operating
income in 1999.

INSTITUTIONAL BUSINESS. Institutional Business offers a broad range
of group insurance and retirement and savings products and services. Our
group insurance products and services include group life insurance and
non-medical health insurance such as short- and long-term disability,
long-term care and dental insurance, as well as other related products and
services. Our group insurance premiums, fees and other income, which
totaled $5.9 billion in 1999, have grown at a compound annual rate of 10.0%
for the three years ended 1999. Our retirement and savings products and
services include administrative services sold to sponsors of 401(k) and
other defined contribution plans, guaranteed interest products and separate
account products. We distribute our Institutional Business products through
a sales force of approximately 300 MetLife employees that is organized by
both customer size and product. In total, we have approximately 64,000
institutional customers, including 86 of the FORTUNE 100 largest companies.
Institutional Business had $10.4 billion of revenues, or 40.8% of our total
revenues, and $585 million of operating income in 1999.

ASSET MANAGEMENT. Through our wholly-owned subsidiary, State Street
Research & Management Company, and our controlling interest in Nvest
Companies, L.P. and its affiliates, Asset Management provides a broad
variety of asset management products and services primarily to third-party
institutions and individuals. Our Asset Management segment managed $189.8
billion of our total assets under management at December 31, 1999,
including $54.9 billion of assets in mutual funds and in SEPARATE ACCOUNTS
supporting individual variable life and annuity products. For the five
years ended 1999, this segment's assets under management grew at a compound
annual rate of 14.2%. We distribute our asset management products through
several distribution channels, including State Street Research's and
Nvest's dedicated sales forces, and also through our Individual Business
and Institutional Business distribution channels. Asset Management had $0.9
billion of revenues, or 3.5% of our total revenues, and $51 million of
operating income in 1999.

AUTO & HOME. Auto & Home offers auto insurance, homeowners insurance
and other personal property and casualty insurance products. We sell these
products directly to employees through employer-sponsored programs, as well
as through a variety of retail distribution channels. These channels
include the MetLife career agency system, approximately 6,000 independent
agents and brokers, which includes those of The St. Paul Companies acquired
in 1999, and approximately 385 Auto & Home specialists. We are the leading
provider of personal auto and homeowners insurance through
employer-sponsored programs in the U.S. Net premiums earned from products
sold through employer-sponsored programs have grown at a 14.3% compound
annual rate for the five years ended 1999. On September 30, 1999, our Auto
& Home segment acquired the standard personal lines property and casualty
insurance operations of The St. Paul Companies, which had in-force

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premiums of approximately $1.1 billion, substantially increasing the size
of this segment's business, making us the eleventh largest personal
property and casualty insurer in the U.S. based on 1998 net premiums
written. See "Business -- Auto & Home". Auto & Home had $1.9 billion of
revenues, or 7.4% of our total revenues, and $54 million of operating
income in 1999.

INTERNATIONAL. We have international insurance operations in ten
countries, with a focus on the Asia/Pacific region, Latin America and
selected European countries. Our International segment offers life
insurance, accident and health insurance, annuities and retirement and
savings products and services to both individuals and groups, and auto and
homeowners coverage to individuals. Assets of our International segment, as
adjusted for the recent divestitures of a substantial portion of our U.K.
and Canadian operations, have grown at a compound annual rate of 21.4% for
the five years ended 1999. International had $0.8 billion of revenues, or
3.1% of our total revenues, and $18 million of operating income in 1999.

On January 6, 2000, we acquired GenAmerica Corporation for $1.2 billion in
cash. GenAmerica is a leading provider of life insurance, life reinsurance and
other financial services to affluent individuals, businesses, insurers and
financial institutions. GenAmerica's products and services include individual
life insurance and annuities, life reinsurance, institutional asset management,
group life and health insurance and administration, pension benefits
administration and software products and technology services for the life
insurance industry. GenAmerica distributes its products through approximately
625 agents in its independent general agency system and approximately 1,575
active independent insurance agents and brokers.

GenAmerica is a holding company which owns General American Life Insurance
Company. GenAmerica's subsidiaries also include Reinsurance Group of America,
Inc., one of the largest life reinsurers in the United States, and Conning
Corporation, a manager of investments for General American Life and other
insurance company and pension clients. Upon completion of the acquisition of
GenAmerica, we owned approximately 58% and 61% of the outstanding common stock
of Reinsurance Group of America (also known as RGA) and Conning, respectively.
Both RGA and Conning are publicly-traded. On March 9, 2000, we announced that we
had agreed to acquire all of the outstanding shares of Conning common stock not
already owned by us for $12.50 per share in cash, or approximately $65 million.
The Conning acquisition is subject to customary terms and conditions, including
regulatory approvals.

Subsequent to January 6, 2000, the date on which we acquired GenAmerica,
GenAmerica's businesses will be incorporated into our business segments as
applicable, except for RGA, which will be separately designated as our
Reinsurance segment.

STRATEGY

As we become a public company, we are committed to providing superior
stockholder value through the following growth strategies:

- - INCREASING OUR REVENUES AND ASSETS UNDER MANAGEMENT BY:

Building on widely recognized brand names. We believe that the
MetLife name is one of the most well-known brand names in the U.S. and one
of our most valuable assets. We have also been successful in utilizing
additional brand names, such as New England Financial, Security First Group
and State Street Research, for specific market segments. We believe our
recent acquisition of GenAmerica and RGA further strengthens our brand
portfolio.

Capitalizing on large customer base. We intend to enhance our
relationships with our existing individual customers by offering a broad
array of products, improving the training of our agents and developing
direct marketing programs in partnership with our agency sales force and
increasing sales to our institutional customers by expanding the offering
of voluntary, or employee-paid, products.

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Expanding multiple distribution channels. We believe that our
development and successful management of multiple distribution channels
represent a significant competitive advantage. We intend to both grow our
core distribution channels and to continue to build complementary
distribution channels for sales of our products.

Continuing to introduce innovative and competitive products. We
intend to be at the forefront of the insurance and financial services
industries in offering innovative and competitive products to our
customers. Recent initiatives include new or revised products covering a
substantial portion of our individual product offerings and new voluntary
institutional products.

Increasing focus on asset accumulation products. We intend to expand
our assets under management in both our insurance operations and our Asset
Management segment by increasing our focus on sales of asset accumulation
products, such as variable life and annuity products, mutual funds and
401(k) products.

Focusing international operations on growing markets. We have
established insurance operations in selected international markets that are
experiencing significant growth in demand for insurance products and where
we believe we can gain significant market share.

- - GROWING OUR EARNINGS AND OPERATING RETURN ON EQUITY BY:

Reducing operating expenses. We are committed to improving
profitability by reducing operating expenses through employee reductions,
increased integration of operations and enhanced use of technology.

Strengthening performance-oriented culture. We have implemented a
number of initiatives to significantly enhance the performance of our
employees, including establishing a new compensation program, selectively
hiring experienced new employees, expanding our training efforts and
implementing a new performance measurement and review program.

Continuing to optimize returns from investment portfolio. The return
on our invested assets has contributed significantly to our earnings
growth. We believe that the expertise of our investment department will
enable us to continue to optimize the operating returns on our invested
assets in the future.

Enhancing capital efficiency of our operations. We seek to maximize
our operating return on equity by enhancing the capital efficiency of our
operations. We have recently implemented a new internal capital allocation
system and, consistent with a more disciplined approach to capital
allocation, have divested operations that did not meet targeted rates of
return or growth.

THE DEMUTUALIZATION

We are conducting the offerings in connection with the reorganization of
Metropolitan Life Insurance Company from a mutual life insurance company to a
stock life insurance company in a process commonly known as a demutualization.
On the date the plan of reorganization becomes effective, which will be the date
of the closing of the initial public offering, the private placements and the
offering of units described below, Metropolitan Life Insurance Company will
become a wholly-owned subsidiary of MetLife, Inc. In the demutualization, in
exchange for their membership interests, policyholders who are eligible to
receive consideration under the plan of reorganization will be entitled to
receive consideration in the form of shares of our common stock or, in some
cases, cash or an adjustment to their policy values, referred to as "policy
credits".

The shares of our common stock allocated to policyholders who do not
receive cash or policy credits under the plan will be held through the MetLife
Policyholder Trust on behalf of these policyholders. We are establishing the
trust to help us efficiently manage the administration of accounts and the costs
associated with the approximately nine million eligible policyholders that we
estimate will become beneficiaries of the trust. Subject to certain limitations,
trust beneficiaries will be permitted, after specified periods, to instruct the
trustee to withdraw their

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allocated shares of our common stock from the trust for sale or to purchase
additional shares commission-free through a purchase and sale program
established and administered by a program agent. Trust beneficiaries allocated
more than 25,000 shares of our common stock may be limited in their ability to
sell shares under the purchase and sale program for the first 300 days after the
plan effective date. Beginning on the first anniversary of the closing of the
initial public offering, trust beneficiaries may also withdraw all, but not less
than all, their allocated shares of our common stock held in the trust in order
to hold or sell such shares of our common stock on their own.

Concurrently with this offering, we are making an initial public offering
of 179,000,000 shares of our common stock by means of a separate prospectus.

In addition, affiliates of Banco Santander Central Hispano, S.A. and Credit
Suisse Group have agreed in principle that they or their respective affiliates
will purchase from us in the aggregate not less than 14,900,000 shares nor more
than 73,000,000 shares of our common stock in private placements that will close
concurrently with the initial public offering and the offering of equity
security units described below. We will determine at the time of the pricing of
the initial public offering whether to sell any shares to these purchasers in
excess of the minimum amount. Any shares in excess of the minimum amount that we
determine not to sell to these investors may increase the number of shares
available for sale to the general public under this prospectus. The maximum
number of shares that each investor, individually, and the investors, in the
aggregate, could be obligated to purchase in the private placements represents
approximately 4.9% and 9.8%, respectively, of the total number of shares of our
common stock to be outstanding upon consummation of the initial public offering
and the private placements. We expect each of these purchasers to enter into an
agreement with us that provides that any shares purchased by it will be
restricted from sale or transfer for a period of one year after the initial
public offering except for sales to affiliates or pursuant to a tender or
exchange offer recommended by a board of directors. In addition, we expect each
purchaser to agree that it will not, without our consent, increase its ownership
of voting securities beyond 4.9% of the outstanding shares, seek to obtain board
representation, solicit proxies in opposition to management or take certain
other actions for five years. Although these investors will receive common stock
which has not been registered under the Securities Act, they will also receive
registration rights with respect to such stock, which rights are not exercisable
until one year after the closing of the initial public offering. Pursuant to
these registration rights, the purchasers will be able to have their shares of
common stock registered for resale under the Securities Act at various times in
the future. In addition, the purchasers will be able to participate, subject to
specified limitations, in registrations effected by us for our own account or
others. The private placements are subject to the negotiation of definitive
documentation.

The closings of the initial public offering, the private placements and the
offering of the equity security units are each conditioned on the concurrent
closings of the others.

We will account for the demutualization using the historical carrying
values of our assets and liabilities.

The board of directors of Metropolitan Life Insurance Company adopted the
plan of reorganization on September 28, 1999, and subsequently adopted
amendments to the plan. As required by law, the plan was approved by more than
two-thirds of the eligible policyholders who voted in voting completed on
February 7, 2000. Under the New York Insurance Law, in order for the
demutualization to become effective, it must also be approved by the New York
Superintendent after a public hearing. The New York Superintendent held a public
hearing on the plan on January 24, 2000. At the public hearing, some
policyholders and others raised objections to certain aspects of the plan. In
addition, a civil complaint challenging the fairness of the plan and the
adequacy and accuracy of the disclosures to policyholders regarding the plan has
been filed in the New York Supreme Court for Kings County on behalf of an
alleged class consisting of the policyholders of Metropolitan Life Insurance
Company who should have membership benefits

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in Metropolitan Life Insurance Company and were and are eligible to receive
notice, vote and receive consideration in the demutualization. See "Risk
Factors -- A challenge to the New York Superintendent of Insurance's approval
may adversely affect the terms of the demutualization and the market price of
our common stock".

METLIFE CAPITAL TRUST I

MetLife Capital Trust I is a statutory business trust created under
Delaware law. The trust will issue two classes of trust securities: capital
securities, which are offered by this prospectus, and common securities, which
will be issued to MetLife, Inc. The trust securities represent undivided
beneficial ownership interests in the assets of the trust. These assets consist
solely of debentures issued by MetLife, Inc. to the trust. Although upon
issuance of the capital securities a holder of units will initially be the
beneficial owner of the related capital securities, those capital securities
will be pledged with the collateral agent to secure the obligations of the unit
holder under the related purchase contracts.

The trust's common securities rank on a parity with the capital securities,
and payments upon redemption, liquidation or otherwise will be made on a
proportionate basis between the two classes. However, upon the occurrence and
during the continuance of an event of default under the debenture indenture, the
rights of the holders of the common securities to receive payment of periodic
distributions and payments upon liquidation, redemption and otherwise will be
subordinated to the rights of the holders of the capital securities. The
aggregate stated liquidation amount of the common securities will equal at least
3% of the total capital of the trust. We are issuing the debentures through the
trust in order to comply with requirements in our plan of reorganization
regarding the type of securities that may be offered at the effective date of
the demutualization.

MetLife, Inc. will, on a senior and unsecured basis, irrevocably guarantee
payments on the capital securities to the extent of available trust funds.

The financial statements of the trust will be consolidated in our
consolidated financial statements, with the capital securities shown on our
consolidated balance sheets under the caption "Company-obligated mandatorily
redeemable securities of subsidiary trust holding solely debentures of Parent".
The notes to our consolidated financial statements will disclose that the sole
asset of the trust will be the debentures issued by MetLife, Inc. to the trust.
Distributions on the capital securities will be reported as a charge to minority
interest in our consolidated statements of income, whether paid or accrued.

Before the issuance of shares of our common stock upon settlement of the
purchase contracts, the units will be reflected in our diluted earnings per
share calculations using the treasury stock method. Under this method, the
number of shares of our common stock used in calculating earnings per share for
any period is deemed to be increased by the excess, if any, of the number of
shares issuable upon settlement of the purchase contracts over the number of
shares that could be purchased by us in the market, at the average market price
during that period, using the proceeds receivable upon settlement. Consequently,
there will be no dilutive effect on our earnings per share, except during
periods when the average market price of our common stock is above $
per share.
-------------------------

MetLife's Inc.'s principal executive offices are located at MetLife, Inc.,
One Madison Avenue, New York, New York 10010-3690. Our telephone number is (212)
578-2211. The principal offices of the trust will be c/o The Bank of New York
(Delaware), White Clay Center, Route 273, Newark, Delaware 19711 and its
telephone number will be (302) 451-2500.

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<PAGE> 11

THE OFFERING

WHAT ARE THE UNITS?

Each unit will initially consist of:

- a purchase contract under which you agree to purchase, for $50, shares of
common stock of MetLife, Inc. on , 2003. We will determine
the number of shares you will receive by the settlement rate described
below, based on the average trading price of the common stock at that
time; and

- a capital security of MetLife Capital Trust I, with a stated liquidation
amount of $50.

The capital securities will initially be pledged to secure your obligations
under the purchase contract. We refer in this prospectus to the purchase
contracts, together with the pledged capital securities or, after the
remarketing described below, together with the specified pledged treasury
securities, as "normal units". Each holder of normal units may elect to withdraw
the pledged capital securities or treasury securities underlying the normal
units, creating "stripped units". A holder might consider it beneficial to
either hold the capital securities directly or to realize income from their
sale. These investment choices are facilitated by creating stripped units. To
create stripped units, the holder must substitute, as pledged securities,
specifically identified treasury securities that will pay $50 on ,
2003, the amount due on such date under the purchase contract, and the pledged
capital securities or treasury securities will be released from the pledge
agreement and delivered to the holder. The stripped units will not generate cash
payments to the holder, although holders continuing to hold capital securities
separately will receive cash distributions as described below. We will not
initially list either the stripped units or the capital securities on any
national securities exchange. In the event that either of these securities are
separately traded to a sufficient extent that applicable exchange listing
requirements are met, we will attempt to list these securities on the exchange
on which the normal units are then listed. Holders of stripped units may
recreate normal units by re-substituting the capital securities or applicable
treasury securities for the treasury securities underlying the stripped units.

WHAT ARE THE CAPITAL SECURITIES?

The capital securities, and the common securities issued to MetLife, Inc.,
represent undivided beneficial ownership interests in the assets of MetLife
Capital Trust I. These assets consist solely of the debentures issued by
MetLife, Inc. to the trust. As a result, holders of capital securities will
hold, through the trust, an interest in the debentures, although the trustee of
the trust will hold legal title over the debentures. Because each holder has an
"undivided" beneficial interest in the trust's assets, the holder has a
proportional interest in the collective assets of the trust, rather than in any
specific debentures. The debentures will have an interest rate and principal
amount that are the same as the distribution rate and stated liquidation amount
of the trust securities.

WHAT ARE THE PURCHASE CONTRACTS?

The purchase contract underlying a unit obligates you to purchase, and us
to sell, for $50, on , 2003, a number of newly issued shares of our
common stock equal to the settlement rate described below. We will base the
settlement rate on the average trading price of the common stock at that time.

WHAT PAYMENTS WILL BE MADE TO HOLDERS OF THE UNITS AND THE CAPITAL SECURITIES?

If you hold normal units, you will receive payments, consisting of
quarterly cumulative cash distributions on the capital securities, at the annual
rate of % of the stated liquidation amount of $50 per capital security
through and including , 2003. These payments are subject to the
deferral provisions described below. On , 2003 you will receive a
quarterly payment, consisting of a cash payment on the specified pledged
treasury securities, at the same annual rate.

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<PAGE> 12

If you hold stripped units, you will not receive distributions on the
units.

If you hold capital securities separately from the units, you will receive
distributions on the capital securities. The capital securities will initially
pay distributions at the annual rate of % of the stated liquidation amount
of $50 per capital security, the rate of distribution on the capital securities
for the quarterly payments payable on and after , 2003, and the
capital securities will pay distributions at the reset rate from that date. If
the reset agent cannot establish a reset rate meeting the requirements described
in this prospectus, the reset agent will not reset the distribution rate and the
reset rate will continue to be the initial annual rate of % until the reset
agent can establish such a reset rate meeting the requirements described in this
prospectus on a later remarketing date prior to , 2003. The
distributions on the capital securities are subject to the deferral provisions
described below.

The trust must pay distributions on the capital securities on the dates
payable to the extent that it has funds available for the payment of those
distributions. The trust's funds available for distribution to you as a holder
of the capital securities will be limited to payments received from MetLife,
Inc. on the debentures. MetLife, Inc. will guarantee the payment of
distributions on the capital securities out of moneys held by the trust to the
extent of available trust funds.

WHAT ARE THE PAYMENT DATES?

Subject to the deferral provisions described below, distributions will be
paid quarterly in arrears on each , , , and
, commencing , 2000.

WHAT IS THE RESET RATE?

In order to facilitate the remarketing of the capital securities at the
remarketing price described below, the reset agent will reset the rate of
distribution on the capital securities for the quarterly payments payable on and
after , 2003. The reset rate is the interest rate on the debentures,
and therefore the distribution rate on the capital securities, after
, 2003. The reset rate will be the rate sufficient to cause the then
current aggregate market value of all the outstanding capital securities to be
equal to 100.5% of the remarketing value described below. The reset agent will
assume for this purpose, even if not true, that all of the capital securities
continue to be components of normal units and will be remarketed. Re-setting the
distribution rate of the capital securities at this rate should enable the
remarketing agent to sell the capital securities in the remarketing and purchase
the necessary treasury securities, the proceeds of which will be applied in
settlement of the purchase contracts and to payment of the quarterly payment on
the normal units due on 2003.

The reset rate will be determined by the reset agent on the third business
day prior to , 2003. If the reset agent cannot establish a reset
rate on the remarketing date meeting these requirements, and as a result the
capital securities cannot be sold as described below, the distribution rate will
not be reset and will continue to be the initial rate of the capital securities.
However, the reset agent may thereafter attempt to establish a reset rate
meeting these requirements, and the remarketing agent may attempt to remarket
the capital securities, on one or more subsequent remarketing dates after the
initial remarketing date until , 2003. If a reset rate cannot be
established on a given date, the remarketing will not occur on that date. A
nationally recognized investment banking firm will act as reset agent.

The reset of the distribution rate on the capital securities will not
change the rate of distributions received by holders of the normal units, which,
as described above, will remain at the initial rate of % of $50 for the
quarterly payment payable on , 2003.

WHEN CAN WE DEFER DISTRIBUTION PAYMENTS?

We can, on one or more occasions, defer the interest payments due on the
debentures for up to five years, unless an event of default under the debentures
has occurred and is continuing. However, we cannot defer interest payments
beyond the maturity date of the debentures, which

10
<PAGE> 13

is , 2005. If we defer interest payments on the debentures, the
trust will also defer distributions on the capital securities. The trust will be
able to pay distributions on the capital securities only if and to the extent it
receives interest payments from us on the debentures. During any deferral
period, distributions on the capital securities will continue to accumulate
quarterly at the initial annual rate of % of the stated liquidation amount of
$50 per capital security through and including , 2003, and at the
reset rate from that date to , 2005. Also, the deferred distributions
will themselves accumulate additional distributions at the deferred rate, to the
extent permitted by law. Distribution payments may be deferred if we do not have
funds available to make the interest payments on the related debentures or for
any other reason. However, during any period in which we defer interest payments
on the debentures, in general we cannot:

- declare or pay any dividend or distribution on our capital stock;

- redeem, purchase, acquire or make a liquidation payment on any of our
capital stock;

- make any interest, principal or premium payment on, or repurchase or
redeem, any of our debt securities that rank equally with or junior to
the debentures; or

- make any payment on any guarantee of the debt securities of any of our
subsidiaries if the guarantee ranks equal or junior to the debentures.

If a payment deferral occurs, you will continue to recognize interest
income for United States federal income tax purposes in advance of your receipt
of any corresponding cash distribution. For more extensive U.S. federal income
tax disclosure, see "U.S. Federal Income Tax Consequences".

WHAT IS REMARKETING?

In order to provide holders of normal units with the necessary collateral
to be applied in the settlement of their purchase contracts, the remarketing
agent will sell the capital securities of holders of normal units, other than
those electing not to participate in the remarketing, and the remarketing agent
will use the proceeds to purchase U.S. treasury securities, which the
participating normal unitholders will pledge to secure obligations under the
related purchase contracts. This will be one way for holders to satisfy their
obligations to purchase shares of common stock of MetLife, Inc. under the
related purchase contracts. The cash that the pledged treasury securities
underlying the normal units of such holders pay will be used to satisfy such
holders' obligations to purchase our common stock on , 2003, the stock
purchase date. Unless a holder elects not to participate in the remarketing, the
remarketing agent will remarket the capital securities that are included in the
normal units on the remarketing date, which will be the third business day
immediately preceding , 2003, unless the remarketing agent delays
the remarketing to a later date as described below.

We will enter into a remarketing agreement with a nationally recognized
investment banking firm, pursuant to which that firm will agree to use its
commercially reasonable best efforts to sell the capital securities which are
included in normal units and which are participating in the remarketing on
, 2003 at a price equal to 100.5% of the remarketing value.

The "remarketing value" will be equal to the sum of:

(a) the value at the remarketing date of such amount of U.S. treasury
securities that will pay, on or prior to the quarterly payment date
falling on the stock purchase date, an amount of cash equal to the
aggregate distributions that are scheduled to be payable on that
quarterly payment date on each capital security which is included in a
normal unit and which is participating in the remarketing, assuming for
this purpose, even if not true, that (i) no distribution payment will
then have been deferred and (ii) the distribution rate on the capital
securities remains at the initial rate;

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<PAGE> 14

(b) the value at the remarketing date of such amount of U.S. treasury
securities that will pay, on or prior to the stock purchase date, an
amount of cash equal to $50 for each capital security which is included
in a normal unit and which is participating in the remarketing; and

(c) if distribution payments are being deferred at the remarketing date, an
amount of cash equal to the aggregate unpaid deferred payments on each
capital security which is included in a normal unit and which is
participating in the remarketing, accrued to , 2003.

The remarketing agent will use the proceeds from the sale of these capital
securities in a successful remarketing described in this section to purchase, in
the discretion of the remarketing agent, in open market transactions or at
treasury auction, the amount and the types of treasury securities described in
(a) and (b) above, which it will deliver to the purchase contract agent and the
collateral agent to secure the obligations under the related purchase contracts
of the normal unitholders whose capital securities participated in the
remarketing . The remarketing agent will deduct as a remarketing fee an amount
not exceeding 25 basis points (.25%) of the total proceeds from such
remarketing. The remarketing agent will remit the remaining portion of the
proceeds, if any, for the benefit of the holders of the normal units
participating in the remarketing.

Alternatively, a holder of normal units may elect not to participate in the
remarketing and retain the capital securities underlying those units by
delivering the treasury securities described in (a) and (b) above, in the amount
and types specified by the remarketing agent, applicable to the holder's capital
securities, to the purchase contract agent prior to the remarketing date.

WHAT HAPPENS IF THE REMARKETING AGENT DOES NOT SELL THE CAPITAL SECURITIES?

If, as described above, the reset agent cannot establish a reset rate on
the remarketing date that will be sufficient to cause the then current aggregate
market value of all the outstanding capital securities to be equal to 100.5% of
the remarketing value (assuming, even if not true, that all of the capital
securities are held as components of normal units and will be remarketed), and
the remarketing agent cannot sell the capital securities offered for remarketing
on the remarketing date at a price equal to 100.5% of the remarketing value,
determined on the basis of the capital securities being remarketed, the reset
agent may thereafter attempt to establish a new reset rate, and the remarketing
agent may attempt to remarket the capital securities, on one or more occasions
after that date until , 2003. Any such remarketing will be at a
price equal to 100.5% of the remarketing value, determined on the basis of the
capital securities being remarketed. A holder of normal units may elect not to
participate in any such remarketing and retain the capital securities underlying
those units by delivering the treasury securities described above to the
purchase contract agent prior to the subsequent remarketing date. If the
remarketing agent fails to remarket the capital securities underlying the normal
units at that price prior to the stock purchase date, we will be entitled to
exercise our rights as a secured party on that date and, subject to applicable
law, retain the securities pledged as collateral or sell them in one or more
private sales.

IF I AM NOT A PARTY TO A PURCHASE CONTRACT, MAY I STILL PARTICIPATE IN A
REMARKETING OF MY CAPITAL SECURITIES?

Holders of capital securities that are not included as part of normal units
may elect to have their capital securities included in the remarketing in the
manner described in "Description of the Units -- Description of the Purchase
Contracts -- Settlement -- Optional Remarketing". The remarketing agent will use
its commercially reasonable best efforts to remarket the separately held capital
securities included in the remarketing on the remarketing date at a price equal
to 100.5% of the remarketing value, determined on the basis of the separately
held capital securities

12
<PAGE> 15

being remarketed. After deducting as the remarketing fee an amount not exceeding
25 basis points (.25%) of the total proceeds from the remarketing, the remaining
portion of the proceeds will be remitted to the holders whose separate capital
securities were sold in the remarketing. If a holder of capital securities
elects to have its capital securities remarketed but the remarketing agent fails
to sell the capital securities on any remarketing date, the capital securities
will be promptly returned to the holder.

WHAT IS THE SETTLEMENT RATE?

The settlement rate is the number of newly issued shares of MetLife, Inc.
common stock that MetLife, Inc. is obligated to sell and you are obligated to
buy upon settlement of a purchase contract on , 2003.

The settlement rate for each purchase contract will be as follows, subject
to adjustment under specified circumstances:

- if the applicable market value of our common stock is equal to or greater
than $ , the settlement rate will be shares of our
common stock per purchase contract;

- if the applicable market value of our common stock is less than
$ but greater than $ , the settlement rate will be
equal to $50 divided by the applicable market value of our common stock
per purchase contract; and

- if the applicable market value of our common stock is less than or equal
to $ , the settlement rate will be shares of our
common stock per purchase contract.

BESIDES PARTICIPATING IN A REMARKETING, HOW ELSE WILL MY OBLIGATIONS UNDER THE
PURCHASE CONTRACT BE SATISFIED?

Your obligations under the purchase contract may also be satisfied:

- if you have created stripped units or elected not to participate in the
remarketing by delivering specified treasury securities in substitution
for the capital securities, through the application of the cash payments
received on the pledged treasury securities;

- through the early delivery of cash to the purchase contract agent in the
manner described in "Description of the Units -- Description of the
Purchase Contracts -- Settlement -- Early Settlement"; and

- if we are involved in a merger or consolidation prior to the stock
purchase date in which at least 30% of the consideration for our common
stock consists of cash or cash equivalents, through an early settlement
of the purchase contract as described in "Description of the
Units -- Description of the Purchase Contracts -- Settlement -- Early
Settlement upon Merger".

In addition, the purchase contracts, our related rights and obligations and
those of the holders of the units, including their obligations to purchase
common stock, will automatically terminate upon the occurrence of particular
events of our bankruptcy, insolvency or reorganization. Upon such a termination
of the purchase contracts, the pledged capital securities or treasury securities
will be released and distributed to you.

WHAT IS THE MATURITY OF THE CAPITAL SECURITIES?

The capital securities do not have a stated maturity. However, the
debentures issued by MetLife, Inc. to the trust will mature on ,
2005. Upon redemption of the debentures on that date, the trust will redeem the
capital securities at their aggregate stated liquidation amount plus any accrued
and unpaid distributions.

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<PAGE> 16

WHEN MAY METLIFE, INC. DISSOLVE METLIFE CAPITAL TRUST I?

We, as the holder of all the common securities of the trust, have the right
at any time to dissolve the trust. If we dissolve the trust, holders of the
capital securities will receive, after satisfaction of liabilities of creditors
of the trust, debentures of MetLife, Inc. having a principal amount equal to the
stated liquidation amount of the capital securities they hold. In such event,
the capital securities will no longer be deemed to be outstanding, and a normal
unit that had included capital securities would thereafter include a debenture
with a $50 principal amount, which will be pledged to secure the normal
unitholder's obligations under the related purchase contract. Following
dissolution, the distributed debentures would be subject to the remarketing,
settlement and other provisions of the normal units. In addition, if at such
time you hold capital securities separately from the units, you will receive the
debentures in exchange for your capital securities.

WHAT IS THE EXTENT OF METLIFE, INC.'S GUARANTEE?

MetLife, Inc. will irrevocably guarantee, on a senior and unsecured basis,
the payment in full of the following:

- distributions on the capital securities to the extent of available trust
funds; and

- the stated liquidation amount of the capital securities to the extent of
available trust funds.

The guarantee will be unsecured and rank equally in right of payment to all
of our other senior unsecured debt. In addition, we are a holding company and
our assets will consist primarily of the common stock of our subsidiaries.
Accordingly, we will depend on dividends and other distributions from our
subsidiaries in order to make the principal and interest payments on the
debentures. See "Risk Factors -- Dividends and payments on our indebtedness may
be affected by limitations imposed on Metropolitan Life Insurance Company and
our other subsidiaries". Our guarantee is effectively junior to the debt and
other liabilities of our subsidiaries.

The capital securities, the guarantee and the debentures do not limit
MetLife, Inc.'s ability or the ability of its subsidiaries to incur additional
indebtedness, including indebtedness that ranks equally with the debentures and
the guarantee. MetLife, Inc. will have no senior debt other than the debentures
upon completion of this offering of units, but it may incur such indebtedness in
the future. The companies that will become subsidiaries of MetLife, Inc. after
the demutualization had $6.7 billion of total debt at December 31, 1999.

The guarantee, when taken together with our obligations under the
debentures and the indenture and our obligations under the declaration of trust
for MetLife Capital Trust I, including our obligations to pay costs, expenses,
debts and liabilities of the trust, other than with respect to the trust
securities, has the effect of providing a full and unconditional guarantee of
amounts due on the capital securities.

WHAT ARE THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES RELATED TO THE UNITS
AND CAPITAL SECURITIES?

If you purchase units in the offering, you will be treated for United
States federal income tax purposes as having acquired the capital securities and
purchase contracts constituting those units and must allocate the purchase price
of the units between those capital securities and purchase contracts in
proportion to their respective fair market values, which will establish your
initial tax basis. We expect to report the fair market value of each capital
security as $ and the fair market value of each purchase contract as
$ . The capital securities will be treated as representing undivided
beneficial ownership interests in the debentures.

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<PAGE> 17

For United States federal income tax purposes, the debentures will be
classified as contingent payment debt instruments subject to the "noncontingent
bond method" of accruing original issue discount. As discussed more fully under
"U.S. Federal Income Tax Consequences -- Capital Securities -- Interest Income
and Original Issue Discount", the effects of this method will be (1) to require
you, regardless of your usual method of tax accounting, to use the accrual
method with respect to the debentures, (2) for all accrual periods through
, 2003, and possibly thereafter, the accrual of interest income
by you in excess of distributions actually received by you and (3) generally to
result in ordinary rather than capital treatment of any gain or loss on the
sale, exchange or disposition of the units to the extent attributable to the
capital securities. See "U.S. Federal Income Tax Consequences".

WILL THE UNITS BE LISTED ON A STOCK EXCHANGE?

The normal units have been approved for listing subject to official notice
of issuance on the New York Stock Exchange under the symbol "MIU". Neither the
stripped units nor the capital securities will initially be listed; however, in
the event that either of these securities are separately traded to a sufficient
extent that applicable exchange listing requirements are met, we will endeavor
to cause those securities to be listed on the exchange on which the normal units
are then listed.

WHAT ARE YOUR EXPECTED USES OF PROCEEDS FROM THE OFFERING?

We estimate that we will receive net proceeds from the offering of units of
$960 million, or $1,104 million if the underwriters' options to purchase
additional units as described under "Underwriting" are exercised in full.

As required by the plan of reorganization, we will use the net proceeds
from this offering, together with an estimated $2,381 million of net proceeds
from the initial public offering of common stock, or $2,738 million if the
underwriters' options to purchase additional shares are exercised in full, and
$1,022 million of proceeds from the private placements (assuming a purchase of
73,000,000 shares at $14.00 per share) as follows:

- an estimated $397 million to reimburse Metropolitan Life Insurance
Company for the crediting of policy credits to certain policyholders in
the demutualization;

- an estimated $2,494 million to reimburse Metropolitan Life Insurance
Company for the payment of cash to certain policyholders in the
demutualization;

- an estimated $315 million to reimburse Metropolitan Life Insurance
Company for cash payments to be made by its Canadian branch to certain
holders of policies included in its Canadian business sold to Clarica
Life Insurance Company in 1998;

- an estimated $361 million to reimburse Metropolitan Life Insurance
Company for the payment of the fees and expenses incurred in connection
with the demutualization; and

- up to $340 million (unless the New York Superintendent of Insurance
approves a larger amount) to be retained by MetLife, Inc. and used for
working capital, payment of dividends and other general corporate
purposes, including payments on the debentures issued by MetLife, Inc. to
MetLife Capital Trust I in connection with the offering of the units, and
to pay the fees and expenses of the trustee and custodian of the MetLife
Policyholder Trust.

The plan of reorganization requires that the aggregate net proceeds from
the offerings and the private placements be at least equal to specified amounts.
See "The Demutualization --
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<PAGE> 18

Summary of the Plan of Reorganization". If the actual proceeds raised in the
initial public offering, the private placements or the offerings of the units
are different from the amount estimated in this prospectus, we will be required
to change the sizes of the other transactions, subject to limits set forth in
the plan. The amount of proceeds from the offerings and the private placements
and the final terms of the units will depend on market conditions and on our
capital needs at the time of issuance.

THE OFFERING -- EXPLANATORY DIAGRAMS

The following diagrams demonstrate some of the key features of the purchase
contracts, normal units, stripped units and the capital securities, and the
transformation of normal units into stripped units and capital securities. The
hypothetical prices and percentages below are for illustration only. There can
be no assurance that the actual prices and percentages will be limited by the
range of hypothetical prices and percentages shown.

PURCHASE CONTRACTS

- Normal units and stripped units both include a purchase contract under
which the holder agrees to purchase shares of MetLife, Inc. common stock
on the stock purchase date.

[GRAPHIC]
- ---------------
(1) For each of the percentage categories shown, the percentage of shares to be
delivered at maturity to a holder of normal units or stripped units is
determined by dividing (a) the related number of shares to be delivered, as
indicated in the footnote for each such category, by (b) an amount equal to
$50, the stated amount of the unit, divided by the reference price.

(2) If the applicable market value of our common stock is less than or equal to
$ , the number of shares to be delivered will be calculated by dividing
the stated amount by the reference price. The "applicable market value"
means the average of the closing price per share of our common stock on each
of the twenty consecutive trading days ending on the third trading day
immediately preceding , 2003.

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<PAGE> 19

(3) If the applicable market value of our common stock is between $ and
$ , the number of shares to be delivered will be calculated by dividing
the stated amount by the applicable market value.

(4) If the applicable market value of our common stock is greater than $ ,
the number of shares to be delivered will be calculated by dividing the
stated amount by the threshold appreciation price.

(5) The "reference price" is $ , which is the initial public offering price
of our common stock.

(6) The "threshold appreciation price" is equal to $ , which is % of
the reference price.

NORMAL UNITS

- A normal unit consists of two components as described below:

[GRAPHIC]

- The capital securities represent undivided beneficial ownership interests
in MetLife, Inc.'s debentures, interest on which is subject to deferral.
After remarketing, the normal units will include specified U.S. treasury
securities in lieu of the capital securities.

- The holder owns the capital securities and, after remarketing, the U.S.
treasury securities, but will pledge them to us to secure its obligations
under the purchase contract.

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<PAGE> 20

STRIPPED UNITS

- A stripped unit consists of two components as described below:

[GRAPHIC]

- The holder owns the U.S. treasury security but will pledge it to us to
secure its obligations under the purchase contract. The treasury security
is a zero-coupon U.S. treasury security (CUSIP No. ) that matures on
, 2003.

CAPITAL SECURITIES

- Capital securities have the terms described below:

[FLOW CHART]

- The capital securities represent undivided beneficial ownership interests
in MetLife, Inc.'s debentures.

- The holder of a capital security that is a component of a normal unit has
the option to either:

- allow the capital security to be included in the remarketing process,
the proceeds of which will be used to purchase U.S. treasury
securities, which will be applied to settle the purchase contract; or

- elect not to participate in the remarketing by delivering treasury
securities in substitution for the capital security, the proceeds of
which will be applied to settle the purchase contract.

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<PAGE> 21

- The holder of a capital security that is separate and not a component of
a normal unit has the option to either:

- continue to hold the capital security whose rate has been reset for
the quarterly payments payable on and after ,2003; or

- deliver the capital security to the remarketing agent to be included
in the remarketing.

TRANSFORMING NORMAL UNITS INTO STRIPPED UNITS AND CAPITAL SECURITIES

- To create a stripped unit, the holder combines the purchase contract with
the specified zero-coupon U.S. treasury security that matures on
, 2003.

- The holder owns the zero coupon U.S. treasury security but will pledge it
to us to secure the holder's obligations under the purchase contract.

- The zero-coupon U.S. treasury security together with the purchase
contract constitutes a stripped unit. The capital security (or, after
remarketing, U.S. treasury securities), which was previously a component
of the normal unit, is tradeable as a separate security.

[FLOW CHART]

- After remarketing, the normal units will include specified U.S. treasury
securities in lieu of capital securities.

- The holder can also transform stripped units and capital securities (or,
after remarketing, U.S. treasury securities) into normal units. Following
that transformation, the specified zero coupon U.S. treasury security,
which was previously a component of the stripped units, is tradeable as a
separate security.

- The transformation of normal units into stripped units and capital
securities (or, after remarketing, U.S. treasury securities) and the
transformation of stripped units and capital securities (or, after
remarketing, U.S. treasury securities) into normal units requires certain
minimum amounts of securities, as more fully provided in this prospectus.

19
<PAGE> 22

SUMMARY FINANCIAL INFORMATION

The following table sets forth summary consolidated financial information
for MetLife. We have derived the consolidated financial information for the
years ended December 31, 1999, 1998 and 1997 and at December 31, 1999 and 1998
from our audited consolidated financial statements included elsewhere in this
prospectus. We have derived the consolidated financial information for the years
ended December 31, 1996 and 1995 and at December 31, 1997, 1996 and 1995 from
our audited consolidated financial statements not included elsewhere in this
prospectus. We have prepared the following consolidated statements of income and
consolidated balance sheet data, other than the statutory data, in conformity
with generally accepted accounting principles. We have derived the statutory
data from Metropolitan Life Insurance Company's ANNUAL STATEMENTS filed with
insurance regulatory authorities and we have prepared the statutory data in
accordance with STATUTORY ACCOUNTING PRACTICES. You should read the following
information in conjunction with the information and consolidated financial
statements appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA
Revenues:
Premiums(1)................................................ $12,088 $11,503 $11,278 $11,345 $11,178
Universal life and investment-type product policy fees..... 1,438 1,360 1,418 1,243 1,177
Net investment income(1)(2)(3)............................. 9,816 10,228 9,491 8,978 8,837
Other revenues(1).......................................... 2,154 1,994 1,491 1,246 834
Net realized investment gains (losses)(4).................. (70) 2,021 787 231 (157)
------- ------- ------- ------- -------
25,426 27,106 24,465 23,043 21,869
Total expenses(1)(3)(5).................................... 23,991 25,019 22,794 21,637 21,125
------- ------- ------- ------- -------
Income before provision for income taxes, discontinued
operations and extraordinary item........................ 1,435 2,087 1,671 1,406 744
Provision for income taxes(6).............................. 593 740 468 482 407
------- ------- ------- ------- -------
Income before discontinued operations and extraordinary
item..................................................... 842 1,347 1,203 924 337
(Loss) gain from discontinued operations(7)................ -- -- -- (71) 362
------- ------- ------- ------- -------
Income before extraordinary item........................... 842 1,347 1,203 853 699
Extraordinary item -- demutualization expense, net of
income tax of $35 and $2, respectively................... 225 4 -- -- --
------- ------- ------- ------- -------
Net income................................................. $ 617 $ 1,343 $ 1,203 $ 853 $ 699
======= ======= ======= ======= =======
</TABLE>

20
<PAGE> 23

<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
General account assets(3)................................ $160,291 $157,278 $154,444 $145,877 $144,277
Separate account assets.................................. 64,941 58,068 48,338 43,399 38,861
-------- -------- -------- -------- --------
Total assets............................................. $225,232 $215,346 $202,782 $189,276 $183,138
Policyholder liabilities(8).............................. $124,955 $124,203 $127,358 $122,895 $122,220
Long-term debt........................................... $ 2,514 $ 2,903 $ 2,884 $ 1,946 $ 2,345
Retained earnings........................................ $ 14,100 $ 13,483 $ 12,140 $ 10,937 $ 10,084
Accumulated other comprehensive income (loss)............ (410) 1,384 1,867 1,046 1,670
-------- -------- -------- -------- --------
Total equity............................................. $ 13,690 $ 14,867 $ 14,007 $ 11,983 $ 11,754
OTHER DATA
Operating income(4)(9)................................... $ 990 $ 23 $ 617 $ 818 $ 504
Adjusted operating income(4)(10)......................... $ 1,307 $ 1,226 $ 807 $ 921 $ 613
Operating return on equity(11)........................... 7.2% 0.2% 5.3% 7.8% 5.2%
Adjusted operating return on equity(12).................. 9.5% 9.6% 7.0% 8.8% 6.3%
Return on equity(13)..................................... 4.5% 10.5% 10.4% 8.1% 7.2%
Operating cash flows..................................... $ 3,865 $ 842 $ 2,872 $ 3,688 $ 4,823
Total assets under management(14)........................ $373,646 $360,703 $338,731 $297,570 $288,000
STATUTORY DATA(15)
Premiums and deposits.................................... $ 24,643 $ 22,722 $ 20,569 $ 20,611 $ 21,651
Net income (loss)........................................ $ 790 $ 875 $ 589 $ 460 $ (672)
Policyholder surplus..................................... $ 7,630 $ 7,388 $ 7,378 $ 7,151 $ 6,785
Asset valuation reserve.................................. $ 3,109 $ 3,323 $ 3,814 $ 2,635 $ 2,038
</TABLE>

- ---------------
(1) Includes the following combined financial statement data of MetLife Capital
Holdings, Inc., which we sold in 1998, and our Canadian operations and U.K.
insurance operations, substantially all of which we sold in 1998 and 1997,
respectively:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1998 1997 1996 1995
---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Revenues:
Premiums................................................ $204 $ 463 $ 456 $ 439
Net investment income................................... 495 914 877 637
Other revenues.......................................... 33 225 164 192
---- ------ ------ ------
$732 $1,602 $1,497 $1,268
==== ====== ====== ======
Expenses:
Policyholder benefits and claims........................ $240 $ 495 $ 459 $ 492
Other expenses.......................................... 418 861 606 831
---- ------ ------ ------
$658 $1,356 $1,065 $1,323
==== ====== ====== ======
</TABLE>

As a result of these sales, we recorded net realized investment gains of
$520 million and $139 million for the years ended December 31, 1998 and
1997, respectively.

In July 1998, Metropolitan Life Insurance Company sold a substantial
portion of its Canadian operations to Clarica Life Insurance Company. As
part of that sale, we transferred a large block of policies in effect with
Metropolitan Life Insurance Company in Canada 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 Insurance Company and, therefore, are 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, if Metropolitan Life Insurance Company demutualizes, its
Canadian branch will make cash payments to those who are, or
21
<PAGE> 24

are deemed to be, holders of these transferred Canadian policies. The
payments, which will be recorded in other expenses in the same period as
the effective date of the plan, will be determined in a manner that is
consistent with the treatment of, and fair and equitable to, eligible
policyholders of Metropolitan Life Insurance Company. The aggregate amount
of the payment is dependent upon the initial public offering price of
common stock to be issued at the effective date of the plan. Assuming an
initial public offering price of $14.00 per share, and based on actuarial
calculations we have made regarding these payments, we estimate that the
aggregate payments will be $315 million.

(2) During 1997, we changed to the retrospective interest method of accounting
for investment income on structured notes in accordance with Emerging
Issues Task Force Consensus 96-12, Recognition of Interest Income and
Balance Sheet Classification of Structured Notes. As a result, net
investment income increased by $175 million. The cumulative effect of this
accounting change on prior years' income was immaterial.

(3) In 1998, we adopted the provisions of Statement of Financial Accounting
Standards 125, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, with respect to our securities lending
program. Adoption of the provisions had the effect of increasing assets and
liabilities by $3,769 million at December 31, 1998 and increasing revenues
and expenses by $266 million for the year ended December 31, 1998.

(4) Realized investment gains and losses are presented net of related
policyholder amounts. The amounts netted against realized investment gains
and losses are the following:

Realized investment gains (losses) have been reduced by (1) deferred
policy acquisition amortization to the extent that such amortization
results from realized investment gains and losses, (2) additions to future
policy benefits resulting from the need to establish additional
liabilities due to the recognition of investment gains, and (3) additions
to participating contractholder accounts when amounts equal to such
investment gains and losses are credited to the contractholders' accounts.
This presentation may not be comparable to presentations made by other
insurers. This presentation affected operating income and adjusted
operating income. See note 9 below.

(5) Total expenses exclude $(67) million, $608 million, $231 million, $227
million and $230 million for the years ended December 31, 1999, 1998, 1997,
1996 and 1995, respectively, of deferred policy acquisition costs, future
policy benefit loss recognition and credits to participating pension
contracts that have been charged against realized investment gains and
losses as these amounts are directly related to the realized investment
gains and losses. This presentation may not be comparable to presentations
made by other insurers.

(6) Includes $125 million, $18 million, $(40) million, $38 million and $67
million for surplus tax paid (received) by Metropolitan Life Insurance
Company for the years ended December 31, 1999, 1998, 1997, 1996 and 1995,
respectively. As a stock life insurance company, we will no longer be
subject to the surplus tax after the effective date of the demutualization.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations".

22
<PAGE> 25

(7) The gain (loss) from discontinued operations was primarily attributable to
the disposition of our group medical insurance business.

(8) Policyholder liabilities include future policy benefits, policyholder
account balances, other policyholder funds and policyholder dividends.

(9) The following provides a reconciliation of net income to operating income:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------
1999 1998 1997 1996 1995
---- ------- ------- ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Net income.................................................. $617 $ 1,343 $ 1,203 $ 853 $ 699
---- ------- ------- ----- -----
Adjustments to reconcile net income to operating income:
Gross realized investment (gains) losses.................. 137 (2,629) (1,018) (458) (73)
Income tax on gross realized investment gains and
losses.................................................. (92) 883 312 173 26
---- ------- ------- ----- -----
Realized investment (gains) losses, net of income tax... 45 (1,746) (706) (285) (47)
---- ------- ------- ----- -----
Amounts allocated to investment gains and losses (see
note 4)................................................. (67) 608 231 227 230
Income tax on amounts allocated to investment gains and
losses.................................................. 45 (204) (71) (86) (83)
---- ------- ------- ----- -----
Amounts allocated to investment gains and losses, net of
income tax (benefit) expense.......................... (22) 404 160 141 147
---- ------- ------- ----- -----
Loss (gain) from discontinued operations.................. -- -- -- 71 (362)
---- ------- ------- ----- -----
Surplus tax............................................... 125 18 (40) 38 67
---- ------- ------- ----- -----
Extraordinary item -- demutualization expense, net of
income tax of $35 and $2, respectively.................. 225 4 -- -- --
---- ------- ------- ----- -----
Operating income............................................ $990 $ 23 $ 617 $ 818 $ 504
==== ======= ======= ===== =====
</TABLE>

We believe the supplemental operating information presented above allows
for a more complete analysis of results of operations. We have excluded
realized investment gains and losses due to their volatility between
periods and because such data are often excluded when evaluating the
overall financial performance of insurers. You should not consider
operating income as a substitute for any GAAP measure of performance. Our
method of calculating operating income may be different from the method
used by other companies and therefore comparability may be limited.

(10) The following provides a reconciliation of operating income to adjusted
operating income:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------
1999 1998 1997 1996 1995
------ ------- ------ ----- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Operating income............................................ $ 990 $ 23 $ 617 $ 818 $504
Adjustment for charges for sales practices claims and for
personal injuries caused by exposure to
asbestos-containing products, net of income tax........... 317 1,203 190 103 109
------ ------- ------ ----- ----
Adjusted operating income................................... $1,307 $ 1,226 $ 807 $ 921 $613
====== ======= ====== ===== ====
</TABLE>

The charge for the year ended December 31, 1999 was principally related to
the settlement of a multidistrict litigation proceeding involving alleged
improper sales practices, accruals for sales practices claims not covered
by the settlement and other legal costs. The amount reported for the year
ended December 31, 1998 includes charges for sales practices claims and
claims for personal injuries caused by exposure to asbestos or
asbestos-containing products. See Note 9 of Notes to Consolidated
Financial Statements. We believe that supplemental adjusted operating
income data provide information useful in measuring operating trends by
excluding the unusual amounts of expenses associated with sales practices
and asbestos-related claims. These expenses are not related to our ongoing
operations. Adjusted operating income should not be considered as a
substitute for any GAAP measure of performance.

23
<PAGE> 26

(11) Operating return on equity is defined as operating income divided by
average total equity, excluding accumulated other comprehensive income
(loss). We believe the operating return on equity information presented
supplementally allows for a more complete analysis of results of
operations. Accumulated other comprehensive income (loss) has been excluded
due to its volatility between periods and because such data are often
excluded when evaluating the overall financial performance of insurers.
Operating return on equity should not be considered as a substitute for any
GAAP measure of performance or liquidity. Our method of calculation of
operating return on equity may be different from the calculation used by
other companies and, therefore, comparability may be limited. Operating
return on equity is only presented for annual periods.

(12) Adjusted operating return on equity is defined as adjusted operating income
divided by average total equity, excluding accumulated other comprehensive
income (loss). We believe that supplemental adjusted operating return on
equity data provide information useful in measuring operating trends by
excluding the unusual amounts of expenses associated with sales practices
and asbestos-related claims. Adjusted operating return on equity should not
be considered as a substitute for any GAAP measure of performance. Adjusted
operating return on equity is only presented for annual periods.

(13) Return on equity is defined as net income divided by average total equity,
excluding accumulated other comprehensive income (loss).

(14) Includes MetLife's general account and separate account assets and assets
managed on behalf of third parties.

(15) Metropolitan Life Insurance Company statutory data only.

24
<PAGE> 27

SUMMARY PRO FORMA FINANCIAL INFORMATION

The following summary pro forma financial information is derived from the
pro forma financial information and the notes thereto included elsewhere in this
prospectus. This information gives effect to the demutualization, the
establishment of the closed block, the offering of 20,000,000 units at $50.00
per unit, the sale of 179,000,000 shares of common stock in the initial public
offering at $14.00 per share, and the planned concurrent private placements of
73,000,000 shares at $14.00 per share, as if they each had occurred at December
31, 1999 for purposes of the consolidated balance sheet information and at
January 1, 1999 for purposes of the consolidated statement of income information
for the year ended December 31, 1999. This information has been prepared based
on the terms of the plan of reorganization and the assumptions described in "Pro
Forma Consolidated Financial Information". This information assumes, among other
things, (a) a total of 699,974,077 shares of common stock is allocated to
eligible policyholders under the plan of reorganization and (b) the
underwriters' options to purchase additional shares of common stock and units in
the offerings are not exercised. We have based the pro forma information on
available information and on assumptions management believes are reasonable and
that reflect the effects of these transactions. We have provided this
information for informational purposes only. The number of shares and units
actually sold in the offerings and the private placements and their respective
prices may vary from the amounts assumed. The plan of reorganization requires
that the aggregate net proceeds from the offerings and the private placements be
at least equal to specified amounts. See "The Demutualization -- Summary of the
Plan of Reorganization". If the actual proceeds raised in the initial public
offering, the private placements or the offering of equity security units are
different from the amount estimated in this prospectus, we will be required to
change the sizes of the other transactions, subject to the limit in the plan
that the proceeds of this offering may not exceed one-third of the combined
proceeds of this offering, the initial public offering of MetLife, Inc.'s common
stock and the private placements. The amount of proceeds from the offerings and
the private placements and the final terms of the units will depend on market
conditions and our capital needs at the time of issuance. This information does
not necessarily indicate our consolidated financial position or results of
operations had the demutualization, the establishment of the closed block, the
offering of units, the initial public offering and the private placements been
consummated on the dates assumed. It also does not project or forecast our
consolidated financial position or results of operations for any future date or
period.

The data set forth below give effect to gross proceeds of $2,506 million
from the issuance of common stock in the initial public offering less an assumed
underwriting discount and estimated initial public offering expenses aggregating
$125 million, or net proceeds from the initial public offering of $2,381
million, assuming an initial public offering price of $14.00 per share. The data
also gives effect to proceeds of $1,022 million from the private placements,
assuming a purchase of 73,000,000 shares at an initial public offering price of
$14.00 per share, and gross proceeds of $1,000 million from the issuance of the
units, less an assumed underwriting discount and offering expenses aggregating
$40 million, or net proceeds from the offering of $960 million.

Under the plan of reorganization, policyholders eligible to receive
consideration in the demutualization will receive interests in the MetLife
Policyholder Trust, cash or policy credits. The trust will hold the shares of
common stock allocated under the plan to those eligible policyholders receiving
trust interests. The information in the table below assumes that an estimated
$397 million of the net proceeds will be used to reimburse Metropolitan Life
Insurance Company for policy credits made in lieu of 28,331,484 allocated
shares, an estimated $2,494 million of the net proceeds will be used to
reimburse Metropolitan Life Insurance Company for cash payments made in lieu of
178,166,475 allocated shares and an estimated $315 million will be used to
reimburse Metropolitan Life Insurance Company for cash payments to be made by
its Canadian branch to certain holders of policies included in its Canadian
business sold to Clarica Life Insurance Company in 1998. We will account for the
payments to the transferred Canadian

25
<PAGE> 28

policyholders in other expenses in the same period as the effective date of the
plan. The consideration an eligible policyholder receives under the plan of
reorganization will be based on the number of shares of common stock allocated
to the eligible policyholder pursuant to the terms of the plan. For those
policyholders receiving policy credits or for those non-electing eligible
policyholders who must receive cash in the demutualization, we will translate
the share allocations into dollar amounts based on the initial public offering
price per share. The pro forma information reflects $397 million of policy
credits and $164 million of cash payments that will be distributed to
non-electing eligible policyholders that must receive cash in the
demutualization, assuming an initial public offering price of $14.00 per share.
The pro forma information also reflects elections to receive cash made by
eligible policyholders holding approximately 23.8% of the total number of shares
allocated to eligible policyholders, representing estimated cash payments of
$2,330 million, assuming an initial public offering price of $14.00 per share.
See "The Demutualization -- Payment of Consideration to Eligible Policyholders".
The pro forma consolidated statement of income also reflects the elimination of
the surplus tax on earnings and the inclusion of the minority interest related
to the units and is presented before the extraordinary item for demutualization
expense. The pro forma consolidated statement of income does not give effect to
any pro forma earnings resulting from the use of the net proceeds from the
offerings and the private placements or the charge related to the payments to be
made to certain transferred Canadian policyholders described above.

<TABLE>
<S> <C>
Share Data:
Shares allocated to eligible policyholders................ 699,974,077
Less shares allocated to eligible policyholders who
receive cash or policy credits......................... 206,497,959
-----------
Shares issued to the MetLife Policyholder Trust........... 493,476,118
Shares issued in the initial public offering.............. 179,000,000
Shares issued in the private placements................... 73,000,000
-----------
Total shares of common stock outstanding.......... 745,476,118
===========
Percentage Ownership:
MetLife Policyholder Trust................................ 66.2%
Purchasers in the initial public offering................. 24.0%
Purchasers in the private placements...................... 9.8%
</TABLE>

<TABLE>
<CAPTION>
(DOLLARS IN MILLIONS,
EXCEPT PER SHARE
AMOUNTS)
<S> <C>
For the year ended December 31, 1999
Pro forma income before extraordinary item................ $ 912
Pro forma income before extraordinary item per
share -- basic and diluted............................. $ 1.22
Pro forma equity.......................................... $13,768
Pro forma book value per share -- basic................... $ 18.47
Pro forma tangible book value per share -- basic(1)....... $ 17.65
</TABLE>

- ---------------
(1) Excludes goodwill.

26
<PAGE> 29

RISK FACTORS

Before investing in the units, you should carefully consider the following
risk factors relating to the units.

YOU WILL BEAR THE ENTIRE RISK OF A DECLINE IN THE PRICE OF OUR COMMON STOCK

The market value of the shares of common stock you will receive on
, 2003 (which we refer to as the "stock purchase date") may be
materially different from the effective price per share paid by you on the stock
purchase date. If the average trading price of our common stock on the stock
purchase date is less than $ per share, you will, on the stock purchase
date, be required to purchase shares of common stock at a loss. Accordingly, a
holder of units assumes the entire risk that the market value of our common
stock may decline. Any such decline could be substantial.

YOU WILL RECEIVE ONLY A PORTION OF ANY APPRECIATION IN OUR COMMON STOCK PRICE

The number of shares of common stock that we will issue upon settlement may
decline by up to % as the market value of our common stock increases.
Therefore, your opportunity for equity appreciation will be less than if you
invested directly in common stock. In addition, if the average trading price of
our common stock at the stock purchase date exceeds $ but is less than
$ per share, you will receive no equity appreciation on our common stock.

THE TRADING PRICE FOR OUR COMMON STOCK AND THE GENERAL LEVEL OF INTEREST RATES
AND OUR CREDIT QUALITY WILL DIRECTLY AFFECT THE TRADING PRICE FOR THE UNITS

The trading prices of our common stock, the general level of interest rates
and our credit quality will directly affect the trading prices of units in the
secondary market. It is impossible to predict whether the price of our common
stock or interest rates will rise or fall. Our operating results and prospects
and economic, financial and other factors will affect trading prices of our
common stock. In addition, market conditions can affect the capital markets
generally, therefore affecting the price of our common stock. These conditions
may include the level of, and fluctuations in, the trading prices of stocks
generally and sales of substantial amounts of common stock in the market after
the offering of the units or the perception that those sales could occur.
Fluctuations in interest rates may give rise to arbitrage opportunities based
upon changes in the relative value of our common stock underlying the purchase
contracts and of the other components of the units. The arbitrage could, in
turn, affect the trading prices of the units and our common stock.

YOU MAY SUFFER DILUTION OF OUR COMMON STOCK ISSUABLE UPON SETTLEMENT OF YOUR
PURCHASE CONTRACT

The number of shares of common stock issuable upon settlement of your
purchase contract is subject to adjustment only for stock splits and
combinations, stock dividends and specified other transactions. The number of
shares of common stock issuable upon settlement of each purchase contract is not
subject to adjustment for other events, such as employee stock option grants,
offerings of common stock for cash or in connection with acquisitions or other
transactions which may adversely affect the price of our common stock. The terms
of the units do not restrict our ability to offer common stock in the future or
to engage in other transactions that could dilute our common stock. We have no
obligation to consider the interests of the holders of the units in engaging in
any such offering or transaction.

YOU HAVE NO RIGHTS AS COMMON STOCKHOLDERS

Until you acquire shares of common stock upon settlement of your purchase
contract, you will have no rights with respect to our common stock, including
voting rights, rights to respond to
27
<PAGE> 30

tender offers and rights to receive any dividends or other distributions on our
common stock. Upon settlement of your purchase contract, you will be entitled to
exercise the rights of a holder of common stock only as to actions for which the
record date occurs after the stock purchase date.

YOUR PLEDGED SECURITIES WILL BE ENCUMBERED

Although holders of units will be beneficial owners of the underlying
capital securities or pledged treasury securities, the holders will pledge those
securities with the collateral agent to secure their obligations under the
related purchase contracts. Therefore, for so long as the purchase contracts
remain in effect, holders will not be allowed to withdraw their pledged capital
securities or treasury securities from this pledge arrangement, except upon
substitution of other securities as described in this prospectus.

THE PURCHASE CONTRACT AGREEMENT WILL NOT BE QUALIFIED UNDER THE TRUST INDENTURE
ACT; THE OBLIGATIONS OF THE PURCHASE CONTRACT AGENT ARE LIMITED

The purchase contract agreement relating to the units will not be qualified
under the Trust Indenture Act. The purchase contract agent under the purchase
contract agreement, who will act as the agent and the attorney-in-fact for the
holders of the units, will not be qualified as a trustee under the Trust
Indenture Act. Accordingly, holders of the units will not have the benefits of
the protections of the Trust Indenture Act. Under the terms of the purchase
contract agreement, the purchase contract agent will have only limited
obligations to the holders of the units.

THE SECONDARY MARKET FOR THE UNITS MAY BE ILLIQUID

We are unable to predict how the units will trade in the secondary market
or whether that market will be liquid or illiquid. There is currently no
secondary market for the units. We will apply to list the normal units on the
New York Stock Exchange. We will not initially list either the stripped units or
the capital securities; however, in the event that either of these securities
are separately traded to a sufficient extent that applicable exchange listing
requirements are met, we will attempt to list those securities on the exchange
on which the normal units are then listed. We have been advised by the
underwriters that they presently intend to make a market for the normal units;
however, they are not obligated to do so and any market making may be
discontinued at any time. There can be no assurance as to the liquidity of any
market that may develop for the normal units, the stripped units or the capital
securities, your ability to sell such securities or whether a trading market, if
it develops, will continue. In addition, in the event that you were to
substitute treasury securities for pledged capital securities or treasury
securities, thereby converting your normal units to stripped units, the
liquidity of normal units could be adversely affected. We cannot provide
assurance that a listing application for stripped units or capital securities
will be accepted or, if accepted, that the normal units, stripped units or
capital securities will not be delisted from the New York Stock Exchange or that
trading in the normal units, stripped units or capital securities will not be
suspended as a result of elections to create stripped units or recreate normal
units through the substitution of collateral that causes the number of these
securities to fall below the applicable requirements for listing securities on
the New York Stock Exchange.

A DISSOLUTION OF METLIFE CAPITAL TRUST I MAY AFFECT THE NORMAL UNITS' MARKET
PRICES

A dissolution of MetLife Capital Trust I may affect the normal units'
market prices. We will have the right to dissolve the trust at any time.

We cannot provide assurance as to the impact on the market prices for
normal units if we dissolve the trust and distribute the debentures to holders
of capital securities in exchange for those capital securities. Because normal
units would then consist of debentures and related

28
<PAGE> 31

purchase contracts, you are also making an investment decision with regard to
the debentures if you purchase units and should carefully review all the
information regarding the debentures contained in this prospectus.

WE GUARANTEE PAYMENTS ON THE CAPITAL SECURITIES ONLY IF METLIFE CAPITAL TRUST I
HAS CASH AVAILABLE

Except as described below, you, as a holder of capital securities, will not
be able to exercise directly any other rights with respect to the debentures.

The guarantee will be qualified as an indenture under the Trust Indenture
Act. The guarantee trustee, , will act as indenture trustee under
the guarantee for the purposes of compliance with the provisions of the Trust
Indenture Act. The guarantee trustee will hold the guarantee for your benefit if
you hold any of the capital securities.

If you hold any of the capital securities, the guarantee will guarantee
you, on a senior and unsecured basis, the payment of the following:

- any accumulated and unpaid distributions that are required to be paid on
the capital securities, to the extent the trust has funds available for
this purpose; and

- upon a voluntary or involuntary dissolution of the trust, other than in
connection with the distribution of debentures to you, the lesser of (a)
the total of the stated liquidation amount and all accumulated and unpaid
distributions on the capital securities to the date of payment to the
extent the trust has funds available for this purpose and (b) the amount
of assets of the trust remaining available for distribution to holders of
the capital securities in liquidation of the trust.

The holders of a majority in stated liquidation amount of the capital
securities will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the guarantee trustee or
to direct the exercise of any trust or power conferred upon the guarantee
trustee under the guarantee. Notwithstanding the above, but only under limited
circumstances, holders of the capital securities may institute a legal
proceeding directly against us to enforce their rights under the guarantee
without first instituting a legal proceeding against the trust, the guarantee
trustee or any other person or entity.

If we were to default on our obligation to pay amounts payable on the
debentures or otherwise, the trust would lack funds for the payment of
distributions or amounts payable on redemption of the capital securities or
otherwise, and, in that event, a holder of capital securities would not be able
to rely upon the guarantee for payment of these amounts. Instead, the holder
would rely on the enforcement:

- by the property trustee of its rights as registered holder of the
debentures against us pursuant to the terms of the indenture and the
debentures; or

- by that holder of the property trustee's or that holder's own rights
against us to enforce payments on the debentures.

As a holder of capital securities, you will, by your acceptance, be deemed
to have agreed to be bound by the provisions of the guarantee and the indenture.

Right of the holders of capital securities to receive distributions is
subject to the prior claims of creditors of our subsidiaries with respect to
those creditors' claims.

Because we operate as a holding company, our right to participate in any
distribution of assets of any subsidiary upon that subsidiary's dissolution,
winding-up, liquidation reorganization or otherwise (and thus the ability of the
holders of the capital securities to participate indirectly from the
distribution) is subject to the prior claims of the creditors of that
subsidiary, except to the extent that we are a creditor of the subsidiary and
our claims are recognized. Therefore, the debentures will be effectively
subordinated to all indebtedness and other obligations of our subsidiaries. Our
subsidiaries are separate legal entities and have no obligations to pay, or make

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<PAGE> 32

funds available for the payment of, any amounts due on the debentures, the
capital securities or the guarantee.

THE DEFERRAL OF INTEREST PAYMENTS MAY HAVE AN ADVERSE EFFECT ON THE TRADING
PRICE OF THE UNITS AND CAPITAL SECURITIES

If no event of default under the debentures has occurred and is continuing,
we may defer the payment of interest on the debentures, on one or more
occasions, for up to five years, but not beyond , 2005. If we defer
interest payments on the debentures, MetLife Capital Trust I will defer
quarterly distributions on the capital securities. However, distributions will
still accumulate quarterly and the deferred distributions will themselves
accumulate additional distributions at the deferred rate, to the extent
permitted by law. There is no limitation on the number of times that we may
elect to defer interest payments.

We have no current intention to defer interest payments on the debentures.
However, if we exercise our right in the future, the units and, if they are
separately traded, the capital securities, may trade at prices that do not fully
reflect the value of deferred interest on the debentures. If you sell your units
or capital securities during a deferral period, you may not receive the same
return on your investment as a holder who continues to hold the securities. In
addition, our right to defer interest payments on the debentures may mean that
the market price of the units and the capital securities may be more volatile
than the market prices of other comparable investments that do not have these
rights.

If a payment deferral occurs, you will continue to recognize interest
income for United States federal income tax purposes in advance of your receipt
of any corresponding cash distribution.

HOLDERS OF CAPITAL SECURITIES HAVE LIMITED RIGHTS UNDER THE DEBENTURES

Except as described below, you, as a holder of capital securities, will not
be able to exercise directly any other rights with respect to the debentures.

If an event of default under the declaration of trust of MetLife Capital
Trust I were to occur and be continuing, holders of capital securities would
rely on the enforcement by the property trustee of its rights as registered
holder of the debentures against us. In addition, the holders of a majority in
stated liquidation amount of the capital securities would have the right to
direct the time, method, and place of conducting any proceeding for any remedy
available to the property trustee or to direct the exercise of any trust or
power conferred upon the property trustee under the declaration, including the
right to direct the property trustee to exercise the remedies available to it as
the holder of the debentures.

The indenture provides that the debenture trustee must give holders of
debentures notice of all defaults or events of default within 90 days after
occurrence. However, except in the cases of a default or an event of default in
payment on the debentures, the debenture trustee will be protected in
withholding the notice if its responsible officers determine that withholding of
the notice is in the interest of such holders.

If the property trustee were to fail to enforce its rights under the
debentures in respect of an indenture event of default after a holder of record
of capital securities had made a written request, such holder of record of
capital securities may, to the extent permitted by applicable law, institute a
legal proceeding against us to enforce the property trustee's rights under the
debentures. In addition, if we were to fail to pay interest or principal on the
debentures on the date that interest or principal is otherwise payable, except
for deferrals permitted by the declaration of trust and the indenture, and this
failure to pay were continuing, holders of capital securities may directly
institute a proceeding for enforcement of payment of the principal of or
interest on the debentures having a principal amount equal to the aggregate
stated liquidation amount of their capital securities (a direct action) after
the respective due dates specified in the

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debentures. In connection with a direct action, we would have the right under
the indenture to set off any payment made to that holder by us.

THE PROPERTY TRUSTEE, AS HOLDER OF THE DEBENTURES, HAS ONLY LIMITED RIGHTS OF
ACCELERATION

The property trustee, as holder of the debentures, may accelerate payment
of the principal and accrued and unpaid interest on the debentures only upon the
occurrence and continuation of an indenture event of default. An indenture event
of default is generally limited to payment defaults, breaches of specific
covenants and specific events of bankruptcy, insolvency and reorganization
relating to us. There is no right to acceleration upon default of our payment
obligations under the guarantee.

Before investing in the units, you should also carefully consider the
following risk factors relating to us.

CHANGES IN INTEREST RATES MAY SIGNIFICANTLY AFFECT OUR PROFITABILITY

In periods of increasing interest rates, policy loans and surrenders and
withdrawals may tend to increase as policyholders seek investments with higher
perceived returns. This process may result in cash outflows requiring that we
sell invested assets at a time when the prices of those assets are adversely
affected by the increase in market interest rates, which may result in realized
investment losses. Conversely, during periods of declining interest rates, life
insurance and annuity products may be relatively more attractive investments,
resulting in increased premium payments on products with flexible premium
features, repayment of policy loans and increased PERSISTENCY during a period
when our new investments carry lower returns. In addition, borrowers may prepay
or redeem mortgages and bonds in our investment portfolio as they seek to borrow
at lower market rates, and we might have to reinvest those funds in lower
interest-bearing investments. Accordingly, during periods of declining interest
rates, a decrease in the spread between interest and dividend rates to
policyholders and returns on our investment portfolio may adversely affect our
profitability. Additionally, customers for whom we provide asset management
services may terminate their relationship with us or reduce the amount of their
assets under management with us in response to changes in interest rates.

DECLINE IN SECURITIES MARKETS MAY ADVERSELY AFFECT OUR ASSET MANAGEMENT BUSINESS
AND SALES OF OUR INVESTMENT PRODUCTS

Fluctuations in the securities markets may affect our asset management
business, as well as sales of our mutual funds, variable life insurance and
variable annuity products. Favorable performance by the U.S. securities markets
over the last five years has attracted a substantial increase in the investments
in these markets and has benefited our asset management business and increased
our assets under management. A decline in the securities markets, failure of the
securities markets to sustain their recent levels of growth, or short-term
volatility in the securities markets could result in investors withdrawing from
the markets or decreasing their rate of investment, either of which could
adversely affect our asset management business and sales of our investment
products. In addition, because the revenues of our asset management business
are, to a large extent, based on the value of assets under management, a decline
in the value of these assets would adversely affect our revenues.

COMPETITIVE FACTORS MAY ADVERSELY AFFECT OUR MARKET SHARE

We believe that competition in our business segments is based on service,
product features, price, commission structure, financial strength, claims paying
ability ratings and name recognition. We compete with a large number of other
insurers, as well as non-insurance financial services companies, such as banks,
broker-dealers and asset managers, for individual customers, employer and other
group customers and agents and other distributors of insurance and investment
products. Some of these companies offer a broader array of products, have more

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<PAGE> 34

competitive pricing or, with respect to other insurers, have higher claims
paying ability ratings. Some may also have greater financial resources with
which to compete. National banks, with their pre-existing customer bases for
financial services products, may increasingly compete with insurers, as a result
of court cases that permit national banks to sell annuity products of life
insurers in some circumstances and recently-enacted legislation removing
restrictions on bank affiliations with insurers. This legislation, the
Gramm-Leach-Bliley Act of 1999, permits mergers that combine commercial banks,
insurers and securities firms under one holding company. Until passage of the
Gramm-Leach-Bliley Act, the Glass-Steagall Act of 1933, as amended, had limited
the ability of banks to engage in securities-related businesses, and the Bank
Holding Company Act of 1956, as amended, had restricted banks from being
affiliated with insurers. With the passage of the Gramm-Leach-Bliley Act, among
other things, bank holding companies may acquire insurers, and insurance holding
companies may acquire banks. The ability of banks to affiliate with insurers may
materially adversely affect all of our product lines by substantially increasing
the number, size and financial strength of potential competitors. Additionally,
proposed health care reforms could cause medical health insurance providers to
enter some of the non-medical health insurance markets in which we do business,
thereby increasing competition.

Many of our insurance products, particularly those offered by our
Institutional Business segment, are UNDERWRITTEN yearly, and, accordingly, group
purchasers may be able to obtain more favorable terms from competitors rather
than renewing coverage with us. The effect of competition may, as a result,
adversely affect the persistency of these and other products, as well as our
ability to sell products in the future.

The investment management and securities brokerage businesses have
relatively few barriers to entry and continually attract new entrants. Many of
these competitors offer a broader array of investment products and services and
are better known as sellers of annuities and other investment products.

WE MAY BE UNABLE TO ATTRACT AND RETAIN SALES REPRESENTATIVES FOR OUR PRODUCTS

We must attract and retain productive sales representatives to sell our
insurance, annuities and investment products. Strong competition exists among
insurers for sales representatives with demonstrated ability. We compete with
other insurers for sales representatives primarily on the basis of our financial
position, support services and compensation and product features. From 1994 to
1998, the number of agents in the MetLife career agency system declined, from
9,521 to 6,853. We believe that this decline was principally the result of the
adverse impact of sales practices litigation brought against us beginning in the
early 1990s, the establishment of more stringent company-wide criteria for
recruiting and retaining agents and a consolidation of sales offices and changes
in compensation practices for our sales force during this period. We have
undertaken several initiatives to grow our career agency force in the future. At
December 31, 1999, the number of agents in the MetLife career agency system was
6,866. We cannot provide assurance that these initiatives will succeed in
attracting and retaining new agents. Sales of individual insurance, annuities
and investment products and our business, results of operations and financial
condition could be materially adversely affected if we are unsuccessful in
attracting and retaining agents.

DIFFERENCES BETWEEN ACTUAL CLAIMS EXPERIENCE AND UNDERWRITING AND RESERVING
ASSUMPTIONS MAY REQUIRE US TO INCREASE LIABILITIES

Our earnings significantly depend upon the extent to which our actual
claims experience is consistent with the assumptions used in setting the prices
for our products and establishing the liabilities for our obligations for future
policy benefits and claims. To the extent that actual claims experience is less
favorable than our underlying assumptions used in establishing such liabilities,
we could be required to increase our liabilities. Such an increase could have a
material adverse effect on our business, results of operations and financial
condition.

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Due to the nature of the underlying risks and the high degree of
uncertainty associated with the determination of the liabilities for unpaid
policy benefits and claims, we cannot determine precisely the amounts which we
will ultimately pay to settle these liabilities. Such amounts may vary from the
estimated amounts, particularly when those payments may not occur until well
into the future. We evaluate our liabilities periodically, based on changes in
the assumptions used to establish the liabilities, as well as our actual policy
benefits and claims experience. We charge or credit changes in our liabilities
to expenses in the period the liabilities are established or re-estimated. If
the liabilities originally established for future policy benefits prove
inadequate, we must increase our liabilities, which may have a material adverse
effect on our business, results of operations and financial condition.

CATASTROPHES MAY ADVERSELY IMPACT LIABILITIES FOR PROPERTY AND CASUALTY
POLICYHOLDER CLAIMS AND REINSURANCE AVAILABILITY

Our Auto & Home segment has experienced, and will likely in the future
experience, CATASTROPHE losses that may have an adverse impact on the business,
results of operations and financial condition of this segment. Catastrophes can
be caused by various events, including hurricanes, windstorms, earthquakes,
hail, tornados, explosions, severe winter weather (including snow, freezing
water, ice storms and blizzards) and fires. Due to their nature, we cannot
predict the incidence and severity of catastrophes. Historically, substantially
all of our catastrophe-related claims have related to homeowners coverages.
However, catastrophes may also affect other Auto & Home coverages. For us, areas
of major hurricane exposure include coastal sections of the northeastern U.S.
(including Long Island and the Connecticut, Rhode Island and Massachusetts
shorelines) and Florida. We also have some earthquake exposure, primarily along
the New Madrid fault line in the central U.S. Losses incurred by us from
catastrophes, net of REINSURANCE but before taxes, were $29.3 million, $56.7
million, $18.0 million, $69.0 million and $38.1 million in 1999, 1998, 1997,
1996 and 1995, respectively.

Consistent with industry practices, we establish liabilities for claims
arising from a catastrophe only after assessing the exposure and damages arising
from the event. We cannot be certain that the liabilities we have established
will be adequate to cover actual claims. Furthermore, we cannot assure that the
reinsurance we purchased will be adequate to protect us against material
catastrophe losses or that such reinsurance will continue to be available to us
in the future at commercially reasonable rates. States have from time to time
passed legislation that has the effect of limiting the ability of insurers to
manage risk, such as legislation restricting an insurer's ability to withdraw
from catastrophe-prone areas. While we attempt to limit our exposure to
acceptable levels, subject to restrictions imposed by insurance regulatory
authorities, a catastrophic event or multiple catastrophic events might have a
material adverse effect on our business, results of operations and financial
condition.

A DOWNGRADE IN OUR RATINGS MAY INCREASE POLICY SURRENDERS AND WITHDRAWALS,
ADVERSELY AFFECT RELATIONSHIPS WITH DISTRIBUTORS AND NEGATIVELY IMPACT NEW SALES

Claims paying ability and financial strength ratings are a factor in
establishing the competitive position of insurers. A rating downgrade (or the
potential for such a downgrade) of Metropolitan Life Insurance Company or any of
its insurance subsidiaries could, among other things, materially increase the
number of policy surrenders and withdrawals by policyholders of CASH VALUES from
their policies, adversely affect relationships with broker-dealers, banks,
agents, wholesalers and other distributors of Metropolitan Life Insurance
Company's and its subsidiaries' products and services, negatively impact new
sales, adversely affect its ability to compete and thereby have a material
adverse effect on our business, results of operations and financial condition.
The current

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<PAGE> 36

claims paying ability and financial strength ratings of Metropolitan Life
Insurance Company are listed in the table below:

<TABLE>
<CAPTION>
RATING AGENCY RATING RATING STRUCTURE
<S> <C> <C>
Standard & Poor's Ratings Services AA Second highest of nine ratings
("Very Strong") categories and mid-range within the
category based on modifiers (e.g., AA+,
AA and AA- are "Very Strong")
Moody's Investors Service, Inc. Aa2 Second highest of nine ratings
("Excellent") categories and mid-range within the
category based on modifiers (e.g., Aa1,
Aa2 and Aa3 are "Excellent")
A.M. Best Company, Inc. A+ Highest of nine ratings categories and
("Superior") second highest within the category
based on modifiers (e.g., A++ and A+
are "Superior" while A and A- are
"Excellent")
Duff & Phelps Credit Rating Co. AA+ Second highest of eight ratings
("Very High") categories and highest within the
category based on modifiers (e.g., AA+,
AA and AA- are "Very High")
</TABLE>

The foregoing ratings reflect each rating agency's opinion of Metropolitan
Life Insurance Company's financial strength, operating performance and ability
to meet its obligations to policyholders and are not evaluations directed toward
the protection of holders of our common stock or the units.

CHANGES IN STATE AND FEDERAL REGULATION MAY AFFECT OUR PROFITABILITY

Our insurance business is subject to comprehensive state regulation and
supervision throughout the U.S. The primary purpose of such regulation is to
protect policyholders, not stockholders. The laws of the various states
establish insurance departments with broad powers with respect to such things as
licensing companies to transact business, licensing agents, admitting statutory
assets, mandating certain insurance benefits, regulating premium rates,
approving policy forms, regulating unfair trade and claims practices,
establishing statutory reserve requirements and solvency standards, fixing
maximum interest rates on life insurance policy loans and minimum rates for
accumulation of surrender values, restricting certain transactions between
affiliates and regulating the types, amounts and statutory valuation of
investments.

State insurance regulators and the NATIONAL ASSOCIATION OF INSURANCE
COMMISSIONERS ("NAIC") continually reexamine existing laws and regulations, and
may impose changes in the future that materially adversely affect our business,
results of operations and financial condition.

The U.S. federal government does not directly regulate the insurance
business. However, federal legislation and administrative policies in certain
areas can significantly and adversely affect the insurance industry generally
and MetLife in particular. These areas include employee benefit plan regulation,
financial services regulation and federal taxation and securities laws.
Additionally, interpretation of existing laws may change and the passage from
time to time of new legislation may adversely affect our claims exposure on our
policies.

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<PAGE> 37

business for failure to comply with such laws and regulations. We may also be
subject to similar laws and regulations in the states and foreign countries in
which we provide investment advisory services, offer products or conduct other
securities-related activities.

We cannot predict the impact of future state or federal laws or regulations
on our business. Future laws and regulations, or the interpretation thereof, may
materially adversely affect our business, results of operations and financial
condition.

DEMUTUALIZATION RISKS

OUR BOARD OF DIRECTORS WILL CONTROL THE OUTCOME OF STOCKHOLDER VOTES ON MANY
MATTERS DUE TO THE VOTING PROVISIONS OF THE METLIFE POLICYHOLDER TRUST

Under the plan of reorganization, we will establish the MetLife
Policyholder Trust to hold the shares of MetLife, Inc. common stock allocated to
eligible policyholders not receiving cash or policy credits under the plan. An
estimated 493,476,118 shares of our common stock, or 66.2% of the total number
of shares expected to be outstanding based upon an estimated initial public
offering price of $14.00 per share, will be issued to the trust on the effective
date of the plan, to be held on behalf of approximately nine million eligible
policyholders. Because of the number of shares held by the trust and the voting
provisions of the trust, the trust may affect the outcome of matters brought to
a stockholder vote.

Except on votes regarding certain fundamental corporate actions described
below, the trustee will vote all of the shares of common stock held in the trust
in accordance with the recommendations given by our board of directors to our
stockholders or, if the board gives no such recommendation, as directed by the
board. As a result of the voting provisions of the trust, the board of directors
will effectively be able to control votes on all matters submitted to a vote of
stockholders, excluding those fundamental corporate actions, so long as the
trust holds a substantial number of shares of common stock.

If the vote relates to fundamental corporate actions specified in the
trust, the trustee will solicit instructions from the trust beneficiaries and
vote all shares held in the trust in proportion to the instructions it receives.
These actions include:

- 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 our stockholders under
applicable Delaware law;

- 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;

- issuances of our common stock during the first year after the effective
date of the plan at a price materially less than the then prevailing
market price of our common stock, if a vote of our stockholders is
required to approve the issuance under Delaware law, other than issuances
in an underwritten public offering or pursuant to an employee benefit
plan;

- for the first year after the effective date of the plan, any matter that
requires a supermajority vote of our outstanding stock entitled to vote
thereon under Delaware law or our certificate of incorporation or
by-laws, and any amendment to our certificate of incorporation or by-laws
that is submitted for approval to our stockholders; and

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<PAGE> 38

- any proposal requiring our board of directors to amend or redeem the
rights under our stockholder rights plan, other than a proposal with
respect to which we have received advice of nationally-recognized legal
counsel to the effect that the proposal is not a proper subject for
stockholder action under Delaware law.

If a vote concerns any of these fundamental corporate actions, the trustee will
vote all of the shares of common stock held by the trust in proportion to the
instructions it receives, which will give disproportionate weight to the
instructions actually given by trust beneficiaries.

WE MAY NEED TO FUND DEFICIENCIES IN OUR CLOSED BLOCK; ASSETS ALLOCATED TO THE
CLOSED BLOCK BENEFIT ONLY THE HOLDERS OF CLOSED BLOCK POLICIES

The plan of reorganization requires that Metropolitan Life Insurance
Company establish and operate an accounting mechanism, known as a closed block,
to ensure that the reasonable dividend expectations of policyholders who own
certain individual insurance policies of Metropolitan Life Insurance Company are
met. We will allocate assets to the closed block in an amount that will produce
cash flows which, together with anticipated revenue from the policies included
in the closed block, are reasonably expected to be sufficient to support
obligations and liabilities relating to these policies, including, but not
limited to, provisions for the payment of claims and certain expenses and taxes,
and to provide for the continuation of the policyholder DIVIDEND SCALES in
effect for 1999, if the experience underlying such scales continues, and for
appropriate adjustments in such scales if the experience changes. We cannot
assure that the closed block assets, the cash flows generated by the closed
block assets and the anticipated revenue from the policies included in the
closed block will be sufficient to provide for the benefits guaranteed under
these policies. If they are not sufficient, we must fund the shortfall. Even if
they are sufficient, we may choose, for competitive reasons, to support
policyholder dividend payments with our general account funds. See "The
Demutualization" for a description of the closed block.

The closed block assets, the cash flows generated by the closed block
assets and the anticipated revenue from the policies in the closed block will
benefit only the holders of those policies. In addition, to the extent that
these amounts are greater than the amounts estimated at the time we fund the
closed block, dividends payable in respect of the policies included in the
closed block may be greater than they would be in the absence of a closed block.
Any excess earnings will be available for distribution over time to closed block
policyholders but will not be available to our stockholders.

A CHALLENGE TO THE NEW YORK SUPERINTENDENT OF INSURANCE'S APPROVAL MAY
ADVERSELY AFFECT THE TERMS OF THE DEMUTUALIZATION AND THE MARKET PRICE OF OUR
COMMON STOCK AND THE EQUITY SECURITY UNITS

After a public hearing, which was held on January 24, 2000, the New York
Superintendent of Insurance will determine whether the plan of reorganization
meets the standards of applicable New York law, including, among other things,
whether the plan is fair and equitable to the policyholders of Metropolitan Life
Insurance Company. We do not expect that the New York Superintendent's order
approving the plan will address the fairness of the plan to purchasers of common
stock in the initial public offering or purchasers of the units in this
offering.

Section 7312 of the New York Insurance Law provides that any lawsuit
challenging the validity of or arising out of acts taken or proposed to be taken
under the demutualization statute in connection with the demutualization must be
commenced within one year after a copy of the plan of reorganization, with the
New York Superintendent's approval endorsed thereon, is filed in the office of
the New York Superintendent or six months from the effective date of the plan of
reorganization, whichever is later, or if the plan is withdrawn, within six
months of such withdrawal. Although Section 326 of the New York Insurance Law
provides that orders of the

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<PAGE> 39

New York Superintendent are subject to judicial review in a proceeding under
Article 78 of New York's Civil Practice Law and Rules, the law is not clear
whether a lawsuit challenging an order of the New York Superintendent under
Section 7312 would have to be commenced within four months after the order
became final and binding, as is generally the case for an Article 78 proceeding,
or within the time period specified in Section 7312, whichever is later.

A successful challenge to the order of the New York Superintendent could
result in monetary damages, a modification of the plan of reorganization or the
New York Superintendent's approval of the plan being set aside. In order to
challenge successfully the New York Superintendent's approval of the plan, a
challenging party would have to sustain the burden of showing that approval was
arbitrary and capricious, an abuse of discretion, made in violation of lawful
procedures, affected by an error of law or not supported by substantial
evidence. In addition, Section 7312 provides that an insurer may require a
challenging party to give security for the insurer's reasonable expenses,
including attorneys' fees, which may be incurred or for which the insurer may
become liable, to which security the insurer will have recourse in such amount
as the court shall determine upon the termination of the action.

The New York Superintendent held a public hearing on the plan on January
24, 2000. At the public hearing, some policyholders and others raised objections
to certain aspects of the plan. These objections alleged, among other things,
that the plan was not fair and equitable to policyholders of Metropolitan Life
Insurance Company. In addition, a civil complaint challenging the fairness of
the plan and the adequacy and accuracy of the disclosures to policyholders
regarding the plan has been filed in New York Supreme Court for Kings County on
behalf of an alleged class consisting of the policyholders of Metropolitan Life
Insurance Company who should have membership benefits in Metropolitan Life
Insurance Company and were and are eligible to receive notice, vote and receive
consideration in the demutualization. The complaint seeks to enjoin or rescind
the plan and seeks other relief. The defendants named in the complaint are
Metropolitan Life Insurance Company, the individual members of its board of
directors and MetLife, Inc. We believe that the allegations made in the
complaint are wholly without merit, and intend to vigorously contest the
complaint.

We are not aware of any other lawsuits challenging the plan or the approval
thereof, although there can be no assurance that additional lawsuits will not be
commenced. A successful challenge would likely result in substantial uncertainty
relating to the terms and effectiveness of the plan of reorganization, and a
substantial period of time might be required to reach a final determination. A
successful challenge would be materially adverse to purchasers of common stock
in the initial public offering and units in the offering of the units and would
have a material adverse effect on our business, results of operations and
financial condition.

LITIGATION AND REGULATORY INVESTIGATIONS MAY ADVERSELY AFFECT OUR BUSINESS,
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

We face significant risks of litigation and regulatory investigations and
actions in connection with our activities as an insurer, employer, investment
advisor, investor and taxpayer. These types of lawsuits and regulatory actions
may be difficult to assess or quantify, may seek recovery of very large and/or
indeterminate amounts, including punitive and treble damages, and their
existence and magnitude may remain unknown for substantial periods of time. A
substantial legal liability or a significant regulatory action against us could
have a material adverse effect on our business, results of operations and
financial condition.

Metropolitan Life Insurance Company and its affiliates are currently
defendants in approximately 500 lawsuits raising allegations of improper
marketing and sales of individual life insurance policies or annuities. These
lawsuits are generally referred to as "sales practices claims."

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<PAGE> 40

On December 28, 1999, after a fairness hearing, the United States District
Court for the Western District of Pennsylvania approved a class action
settlement resolving a multidistrict litigation proceeding involving alleged
sales practices claims. The settlement class includes most of the owners of
permanent life insurance policies and annuity contracts or certificates issued
pursuant to individual sales in the United States by Metropolitan Life Insurance
Company, Metropolitan Insurance and Annuity Company or Metropolitan Tower Life
Insurance Company between January 1, 1982 and December 31, 1997. This class
includes owners of approximately six million in-force or terminated insurance
policies and approximately one million in-force or terminated annuity contracts
or certificates.

In addition to dismissing the consolidated class actions, the District
Court's order also bars sales practices claims by class members for sales by the
defendant insurers during the class period, effectively resolving all pending
class actions against these insurers. The defendants are in the process of
having these claims dismissed.

Under the terms of the order, only those class members who excluded
themselves from the settlement may continue an existing, or start a new, sales
practices lawsuit against Metropolitan Life Insurance Company, Metropolitan
Insurance and Annuity Company or Metropolitan Tower Life Insurance Company for
sales that occurred during the class period. Approximately 20,000 class members
elected to exclude themselves from the settlement. Over 400 of the approximately
500 lawsuits noted above are brought by individuals who elected to exclude
themselves from the settlement.

We expect that the total cost to us of the settlement will be approximately
$957 million. This amount is equal to the amount of the increase in liabilities
for the death benefits and policy adjustments and the present value of expected
cash payments to be provided to included class members, as well as attorneys'
fees and expenses and estimated other administrative costs, but does not include
the cost of litigation with policyholders who are excluded from the settlement.
We believe that the cost to us of the settlement will be substantially covered
by available reinsurance and the provisions made in our consolidated financial
statements, and thus will not have a material adverse effect on our business,
results of operations or financial position. We have not yet made a claim under
those reinsurance agreements and, although there is a risk that the carriers
will refuse coverage for all or part of the claim, we believe this is very
unlikely to occur. We believe we have made adequate provision in our
consolidated financial statements for all probable losses for sales practices
claims, including litigation costs involving policyholders who are excluded from
the settlement.

Metropolitan Life Insurance Company is also a defendant in numerous
lawsuits seeking compensatory and punitive damages for personal injuries
allegedly caused by exposure to asbestos or asbestos-containing products.
Additional litigation relating to these matters may be commenced in the future.

While it is not feasible to predict or determine the ultimate outcome of
all pending investigations and legal proceedings or to provide reasonable ranges
of potential losses, it is the opinion of our management that their outcomes,
after consideration of available insurance and reinsurance and the provisions
made in our consolidated financial statements, are not likely to have a material
adverse effect on our consolidated financial condition. However, given the large
and/or indeterminate amounts sought in certain of these matters and the inherent
unpredictability of litigation, it is possible that an adverse outcome in
certain matters could, from time to time, have a material adverse effect on our
operating results or cash flows in particular quarterly or annual periods. See
"Business -- Legal Proceedings" and Note 9 of Notes to Consolidated Financial
Statements for a discussion of the material legal matters in which we are
currently involved.

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<PAGE> 41

INVESTMENT PORTFOLIO RISKS

DEFAULTS ON OUR FIXED MATURITY PORTFOLIO MAY ADVERSELY AFFECT OUR
PROFITABILITY

We are subject to the risk that the issuers of the fixed maturity
securities we own may default on principal and interest payments due thereon,
particularly if a major economic downturn occurs. At December 31, 1999, fixed
maturities that we classify as either "Problem" or "Potential Problem" totaled
0.5% of our fixed maturity investments. In recent years we have increased the
percentage of our investments in non-investment grade fixed maturity securities.
At December 31, 1999, such securities constituted 9.0% of our total fixed
maturities. Our fixed maturity securities of $97.0 billion represented 69.9% of
our total cash and invested assets at December 31, 1999. An increase in defaults
on these securities could have a material adverse effect on our business,
results of operations and financial condition.

DEFAULTS ON OUR MORTGAGE LOANS MAY ADVERSELY AFFECT OUR PROFITABILITY

Our mortgage loans face default risk. At December 31, 1999, our mortgage
loans of $19.7 billion represented 14.2% of our total cash and invested assets.
At December 31, 1999, loans that were either delinquent or in process of
foreclosure totaled 0.2% of our mortgage loan investments, compared with the
industry average of 0.3%, as reported by the American Council of Life Insurance
at December 31, 1999. The performance of our mortgage loan investments, however,
may fluctuate in the future. In addition, substantially all of our mortgage
loans have balloon payment maturities. An increase in the default rate of our
mortgage loans could have a material adverse effect on our business, results of
operations and financial condition.

SOME OF OUR INVESTMENTS ARE RELATIVELY ILLIQUID

Our investments in private placement fixed maturities, mortgage loans,
equity real estate, including real estate joint ventures and other limited
partnership interests are relatively illiquid. If we require significant amounts
of cash on short notice in excess of our normal cash requirements, we may have
difficulty selling these investments at attractive prices, in a timely manner,
or both.

DERIVATIVES MAY NOT BE HONORED BY COUNTERPARTIES

We use derivative instruments to hedge market risk. Our derivative strategy
employs a variety of instruments including financial futures, foreign exchange
forwards, foreign currency swaps, interest rate swaps, interest rate caps and
options. A failure by a counterparty to honor the terms of its derivatives
contracts with us could have a material adverse effect on our business, results
of operations and financial condition.

DIVIDENDS AND PAYMENTS ON OUR INDEBTEDNESS MAY BE AFFECTED BY LIMITATIONS
IMPOSED ON METROPOLITAN LIFE INSURANCE COMPANY AND OUR OTHER SUBSIDIARIES

After the effective date of the plan, MetLife, Inc. will be an insurance
holding company. The assets of MetLife, Inc. will consist primarily of all of
the outstanding shares of common stock of Metropolitan Life Insurance Company.
Our ongoing ability to pay dividends to our stockholders and meet our
obligations, including paying operating expenses, making payments on the
debentures issued to MetLife Capital Trust I and any other debt service,
primarily depends upon the receipt of dividends from Metropolitan Life Insurance
Company and the interest received from Metropolitan Life Insurance Company under
its $1 billion mandatorily convertible capital note due 2005 issued to MetLife,
Inc. Any inability of Metropolitan Life Insurance Company to pay dividends or
interest on the capital note to us in the future in an amount sufficient for us
to pay dividends to our stockholders and meet our other obligations could have a
material adverse effect on our business, results of operations and financial
condition.

39
<PAGE> 42

The payment of dividends by Metropolitan Life Insurance Company is
regulated under state insurance law. Under the New York Insurance Law,
Metropolitan Life Insurance Company may pay a stockholder dividend to MetLife,
Inc. only if it files notice of its intention to declare such a dividend and the
amount thereof with the New York Superintendent of Insurance, and the New York
Superintendent does not disapprove the dividend. Under the New York Insurance
Law, the New York Superintendent has broad discretion in determining whether the
financial condition of a stock life insurer would support the payment of
dividends to stockholders. The New York Insurance Department has established
informal guidelines for the New York Superintendent's determinations that focus
on, among other things, an insurer's overall financial condition and
profitability under statutory accounting practices. We cannot assure that
Metropolitan Life Insurance Company will have statutory earnings to support the
payment of dividends to MetLife, Inc. in an amount sufficient to fund our cash
requirements and pay cash dividends or that the New York Superintendent will not
disapprove any dividends that Metropolitan Life Insurance Company may seek to
pay. Our other insurance subsidiaries are also subject to restrictions on the
payment of dividends. In addition, from time to time, the NAIC and various state
insurance regulators have considered, and may in the future consider and adopt,
proposals to further restrict the making of dividend payments by an insurer
without regulatory approval. Such proposals, if enacted, could further restrict
the ability of Metropolitan Life Insurance Company and its subsidiaries to pay
dividends.

In connection with the contribution of the net proceeds from the initial
public offering, the private placements and the offering of units to
Metropolitan Life Insurance Company as described above, Metropolitan Life
Insurance Company expects to issue to MetLife, Inc. its $1 billion %
mandatorily convertible capital note due 2005 having the same interest and
interest payment terms (including reset and deferral provisions) as set forth in
the debentures of MetLife, Inc. issued to the MetLife Capital Trust I. The
principal amount of the capital note is mandatorily convertible into common
stock of Metropolitan Life Insurance Company upon maturity or acceleration of
the capital note and without any further action by MetLife, Inc. or Metropolitan
Life Insurance Company. As required by the New York Insurance Law, the terms of
the capital note must be approved by the New York Superintendent of Insurance as
not adverse to the interests of Metropolitan Life Insurance Company's
policyholders. In addition, the capital note will provide that Metropolitan Life
Insurance Company may not make any payment of the interest on or the principal
of the capital note so long as specified payment restrictions exist and have not
been waived by the New York Superintendent. Payment restrictions would exist if
the level of Metropolitan Life Insurance Company's statutory total adjusted
capital falls below certain thresholds relative to the level of its statutory
risk-based capital or the amount of its outstanding capital notes, surplus notes
or similar obligations. As of the date hereof, Metropolitan Life Insurance
Company's statutory total adjusted capital significantly exceeds these
limitations. If the New York Superintendent does not approve the issuance of the
capital note, or the payment of interest is prevented by application of the
payment restrictions described above, the interest on the capital note will not
be available as a source of liquidity for MetLife, Inc.

FAILURE TO ACHIEVE YEAR 2000 COMPLIANCE MAY ADVERSELY IMPACT SYSTEMS OPERATIONS

We have modified or replaced portions of our information technology and
non-information technology systems to address Year 2000 compliance issues. As of
the date of this prospectus, we are not aware of any material Year 2000-related
problems experienced by these systems. We have not been informed by any other
companies, governmental agencies or entities on which we rely that any such
persons experienced any material Year 2000-related problems. However, we cannot
guarantee that we or the other companies, governmental agencies or other
entities on which we rely will not experience any Year 2000-related problems in
the future. If such problems do occur, we cannot assure you that they will not
have any material adverse effect on our business, results of operations and
financial condition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Year 2000 Readiness".
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<PAGE> 43

CHANGES IN FEDERAL INCOME TAXATION COULD ADVERSELY IMPACT SALES OF OUR
INSURANCE, ANNUITIES AND INVESTMENT PRODUCTS

Current federal income tax laws generally permit the tax-deferred
accumulation of earnings on the premiums paid by the holders of annuities and
life insurance products. Taxes, if any, are payable on the accumulated
tax-deferred earnings when earnings are actually paid. Congress has, from time
to time, considered possible legislation that would eliminate the deferral of
taxation on the accretion of value within certain annuities and life insurance
products. The 1994 U.S. Supreme Court ruling in NationsBank of North Carolina v.
Variable Annuity Life Insurance Company that annuities are not insurance for
purposes of the National Bank Act may cause Congress to consider legislation
that would eliminate tax deferral at least for certain annuities. Enactment of
other possible legislation, including a simplified "flat tax" income structure
with an exemption from taxation for investment income, could also adversely
affect purchases of life insurance. We cannot foresee whether Congress will
enact legislation or, whether such legislation, if enacted, will contain
provisions with possible adverse effects on our life insurance and annuity
products.

In 1998, the federal income tax rate on capital gains was reduced.
Consequently, some of our annuities and investment products that feature tax
deferral of earnings appear relatively less attractive in comparison with
alternative accumulation products that feature long-term capital gains
treatment, particularly if the tax rates on ordinary income that are ultimately
applied to such tax-deferred earnings substantially exceed the reduced rate on
long-term capital gains.

SALES OF SHARES MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK

The MetLife Policyholder Trust will hold an estimated 493,476,118 shares of
MetLife, Inc. common stock on behalf of approximately nine million eligible
policyholders, and their permitted assigns, who we estimate will become
beneficiaries of the trust. The trust agreement provides that a beneficiary may
sell the beneficiary's allocated shares of our common stock through the purchase
and sale program that we have established. Sales may be made at any time after
the later of (1) termination of any stabilization arrangements and trading
restrictions in connection with the initial public offering or (2) the closing
of all underwriters' over-allotment options that have been exercised and the
expiration of all unexercised options in connection with the initial public
offering. Generally, sales will be processed on the first or second trading day
after sale instructions are received. However, for the first 300 days after the
plan effective date, if sales on the open market on behalf of trust
beneficiaries holding more than 25,000 trust interests exceed the lesser of (i)
1/20th of 1% of the number of shares of common stock outstanding and (ii) 25% of
the average daily trading volume for the 20 trading days (or such shorter
period, if fewer than 20 trading days have elapsed since the plan effective
date) preceding the trade, sales of such excess shares for those beneficiaries
may be deferred to the next trading day (which will then be subject to the same
volume limitations on that day) or sold by a nationally-recognized brokerage
firm that will sell the shares as agent at market clearing prices or as
principal in a block trade. We expect that these sales may begin within
approximately 30 days after the plan effective date. In addition, subject to
certain limitations, a trust beneficiary may withdraw his or her allocated
shares beginning one year after the effective date of the plan. Counsel has
advised us that those beneficiaries who are not "affiliates" of MetLife, Inc.
within the meaning of Rule 144 under the Securities Act may resell their shares
in the purchase and sale program or otherwise without registration under the
Securities Act and without compliance with the time, volume, manner of sale and
other limitations set forth in Rule 144. Substantially all of the shares
allocated in the demutualization will be allocated to non-affiliates of MetLife,
Inc. Accordingly, most trust beneficiaries may freely transfer such shares,
without limitations, through the purchase and sale program. In addition to the
shares issued in the demutualization, the shares of our common stock issued in
the initial public offering and the shares issued upon settlement of the units
will be freely transferable without restriction in the public market, except to
the extent that

41
<PAGE> 44

those shares are acquired by affiliates of MetLife, Inc. and are therefore
subject to restrictions under Rule 144.

Banco Santander Central Hispano, S.A. and Credit Suisse Group have agreed
in principle that they or their respective affiliates will purchase from us in
the aggregate not less than 14,900,000 shares nor more than 73,000,000 shares of
our common stock in private placements that will close concurrently with the
initial public offering and the offering of equity security units described
below. We will determine at the time of the pricing of the initial public
offering whether to sell any shares to these purchasers in excess of the minimum
amount. Any shares in excess of the minimum amount that we determine not to sell
to these investors may increase the number of shares available for sale to the
general public under this prospectus. The maximum number of shares that each
investor, individually, and the investors, in the aggregate, could be obligated
to purchase in the private placements represents approximately 4.9% and 9.8%,
respectively, of the total number of shares of our common stock to be
outstanding upon consummation of the initial public offering and the private
placements. We expect each of these purchasers to enter into an agreement with
us that provides that any shares purchased by it will be restricted from sale or
transfer for a period of one year after the initial public offering, except for
sales to affiliates or pursuant to a tender or exchange offer recommended by our
board of directors. In addition, we expect each purchaser to agree that it will
not, without our consent, increase its ownership of voting securities above 4.9%
of the outstanding shares, seek to obtain board representation, solicit proxies
in opposition to management or take certain other actions for five years.
Although these investors will receive common stock which has not been registered
under the Securities Act, they will also receive registration rights with
respect to such stock, which rights are not exercisable until one year after the
closing of the initial public offering. Pursuant to these registration rights,
the purchasers will be able to have their shares of common stock registered for
resale under the Securities Act at various times in the future. In addition, the
purchasers will be able to participate, subject to specified limitations, in
registrations effected by us for our own account or others. The private
placements are subject to the negotiation of definitive documentation.

Sales of substantial amounts of our common stock, or the perception that
such sales could occur, could adversely affect prevailing market prices for our
common stock.

THE INITIAL PUBLIC OFFERING PRICE OF OUR COMMON STOCK MAY NOT BE INDICATIVE OF
THE MARKET PRICE OF OUR STOCK AFTER THE OFFERING

The initial public offering price of our common stock will be determined by
negotiations among MetLife, Inc., Metropolitan Life Insurance Company and the
representatives of the underwriters. In addition, the final terms of the initial
public offering, including the initial public offering price, will be subject to
the approval of the New York Superintendent of Insurance. The initial public
offering price of our common stock will be based on numerous factors and may not
be indicative of the market price for our common stock after the initial public
offering. Factors such as variations in actual or anticipated operating results,
changes in or failure to meet earnings estimates of securities analysts, market
conditions in the financial services and insurance industries, regulatory
actions and general economic and stock market conditions, among others, may have
a significant effect on the market price of our common stock. Accordingly, the
market price of our common stock may decline below the initial public offering
price.

STATE LAWS AND OUR CERTIFICATE OF INCORPORATION AND BY-LAWS MAY DELAY, DETER OR
PREVENT TAKEOVERS AND BUSINESS COMBINATIONS THAT STOCKHOLDERS MIGHT CONSIDER IN
THEIR BEST INTERESTS

State laws and our certificate of incorporation and by-laws may delay,
deter or prevent a takeover attempt that stockholders might consider in their
best interests. For instance, they may

42
<PAGE> 45

prevent stockholders from receiving the benefit from any premium over the market
price of our common stock offered by a bidder in a takeover context. Even in the
absence of a takeover attempt, the existence of these provisions may adversely
affect the prevailing market price of our common stock if they are viewed as
discouraging takeover attempts in the future.

The insurance laws and regulations of New York, the jurisdiction in which
our principal insurance subsidiary, Metropolitan Life Insurance Company, is
organized, may delay or impede a business combination involving us. Under the
New York Insurance Law, for a period of five years following the effective date
of the demutualization, no person may acquire beneficial ownership of 5% or more
of the outstanding shares of our common stock without the prior approval of the
New York Superintendent of Insurance. In addition, the New York Insurance Law
prohibits any person from acquiring control of us and thus indirect control of
Metropolitan Life Insurance Company, without the prior approval of the New York
Superintendent. That law presumes that control exists where any person, directly
or indirectly, owns, controls, holds the power to vote or holds proxies
representing 10% or more of our outstanding voting stock, unless the New York
Superintendent, upon application, determines otherwise. Even persons who do not
acquire beneficial ownership of more than 10% of the outstanding shares of our
common stock may be deemed to have acquired such control, if the New York
Superintendent determines that such persons, directly or indirectly, exercise a
controlling influence over our management or our policies. Therefore, any person
seeking to acquire a controlling interest in us would face regulatory obstacles
which may delay, deter or prevent an acquisition that stockholders might
consider in their best interests.

In addition, Section 203 of the Delaware General Corporation Law may affect
the ability of an "interested stockholder" to engage in certain business
combinations, including mergers, consolidations or acquisitions of additional
shares, for a period of three years following the time that the stockholder
becomes an "interested stockholder". An "interested stockholder" is defined to
include persons owning directly or indirectly 15% or more of the outstanding
voting stock of a corporation.

The stockholder rights plan adopted by our board of directors may also have
antitakeover effects. The stockholder rights plan is designed to protect our
stockholders in the event of unsolicited offers to acquire MetLife, Inc. and
other coercive takeover tactics which, in the opinion of our board of directors,
could impair its ability to represent stockholder interests. The provisions of
the stockholder rights plan may render an unsolicited takeover more difficult or
less likely to occur or might prevent such a takeover, even though such takeover
may offer our stockholders the opportunity to sell their stock at a price above
the prevailing market price and may be favored by a majority of our
stockholders.

RISKS RELATING TO THE ACQUISITION OF GENAMERICA

WE MAY BE EXPOSED TO ADDITIONAL LITIGATION

General American Life is a defendant in three putative class action
lawsuits involving sales practices claims. These lawsuits would not be covered
either by our recent class action settlement pertaining to sales practices
claims or by our excess of loss reinsurance agreements covering some of our
sales practices claims. We are not indemnified under the stock purchase
agreement relating to our acquisition of GenAmerica for any losses relating to
such claims against GenAmerica. While it is not feasible to predict or determine
the ultimate outcome of these matters, we believe that their outcomes will not
have a material adverse effect on our business or financial condition, although
it is possible that an adverse outcome in certain matters could, from time to
time, have a material adverse effect on our operating results or cash flows in
any particular period.

We or General American Life may also become subject to claims brought by
policyholders of General American Life or shareholders of its publicly held
subsidiaries in connection with events leading up to the execution of the stock
purchase agreement, as well as the acquisition itself.

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<PAGE> 46

Some transactions leading up to the acquisition and the acquisition itself might
be susceptible to challenge if any of the entities involved is placed in
liquidation or bankruptcy. No claims arising out of these events have yet been
made. However, we cannot assure that claims will not be made in the future. We
are indemnified under the terms of the stock purchase agreement for some of
those matters. We have a first priority perfected security interest in the
purchase price proceeds under the stock purchase agreement to cover losses that
we incur for which General American Mutual Holding Company has indemnified us
under the stock purchase agreement. Such indemnified losses include breaches of
representations and warranties, legal proceedings brought within three years
after the date of closing, alleged breaches of General American Life's funding
agreements and GUARANTEED INTEREST CONTRACTS ("GICs") and the acceleration of
payments under certain compensation arrangements and benefit plans. However, we
cannot assure that the purchase price proceeds which may be available for
indemnified losses will adequately protect us from liabilities if any claims are
brought.

WE MAY BE UNABLE TO RESTORE THE ONGOING BUSINESS OF GENAMERICA IN A TIMELY
MANNER

After General American Life was placed under the supervision of the
Missouri Department of Insurance, sales of new insurance policies and annuity
contracts by GenAmerica declined significantly and surrender levels for existing
policyholders and annuity owners increased. Although we intend to quickly
integrate GenAmerica into our existing operations following the acquisition, we
cannot guarantee that we will be able to do so or that sales by GenAmerica of
new insurance policies and annuity contracts and surrender rates for existing
policies and contracts will return to pre-supervision levels. GenAmerica
incurred a net loss in 1999, principally due to losses from the sale of invested
assets to meet funding agreement and other policy obligations and the write-down
of other assets to their current market value. There can be no assurance that
future profitability of GenAmerica will not be adversely affected.

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<PAGE> 47

USE OF PROCEEDS

MetLife Capital Trust I will invest substantially all of the proceeds from
the sale of the capital securities comprising part of the units and all of the
proceeds from the sale of the common securities in the debentures issued by
MetLife, Inc. The remainder of the proceeds from the sale of the units will be
paid directly to MetLife, Inc. as consideration for entering into the purchase
contracts.

Our net proceeds from the offering of the units are estimated to be $960
million, or $1,104 million if the underwriters' options to purchase additional
units as described under "Underwriting" are exercised in full, after deducting
an assumed underwriting discount and estimated offering expenses payable by us.
Our net proceeds from the initial public offering of common stock are estimated
to be $2,381 million, or $2,738 million if the underwriters' options to purchase
additional shares of common stock are exercised in full, assuming an initial
public offering price of $14.00 per share, and after deducting an assumed
underwriting discount and estimated offering expenses payable by us. Our
proceeds from the planned private placements are estimated to be $1,022 million,
assuming the purchase of 73,000,000 shares at the initial public offering price
of $14.00 per share.

As required by the plan of reorganization, we will use the net proceeds
from the offerings as follows:

- an estimated $397 million to reimburse Metropolitan Life Insurance
Company for the crediting of policy credits to certain policyholders in
the demutualization;

- an estimated $2,494 million to reimburse Metropolitan Life Insurance
Company for the payment of cash to certain policyholders in the
demutualization;

- an estimated $361 million to reimburse Metropolitan Life Insurance
Company for the payment of the fees and expenses incurred in connection
with the demutualization; and

- MetLife, Inc. will retain up to $340 million (unless the New York
Superintendent of Insurance approves a larger amount) for working
capital, payment of dividends and other general corporate purposes,
including payments on the debentures issued by MetLife, Inc. to MetLife
Capital Trust I in connection with the offering of the units, and to pay
the fees and expenses of the trustee and custodian of the MetLife
Policyholder Trust.

We will contribute any remaining proceeds to Metropolitan Life Insurance
Company for its general corporate purposes and to repay up to $450 million of
short-term debt that Metropolitan Life Insurance Company incurred in connection
with the acquisition of GenAmerica Corporation. In connection with the
contribution of the net proceeds from the initial public offering, the offering
of equity security units and the private placements to Metropolitan Life
Insurance Company as described above, Metropolitan Life Insurance Company
expects to issue to MetLife, Inc. its $1 billion % mandatorily convertible
capital note due 2005 having the principal terms described under "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources -- MetLife, Inc."

The plan of reorganization requires that the aggregate net proceeds from
the offerings and the private placements be at least equal to specified amounts.
See "The Demutualization -- Summary of the Plan of Reorganization". If the
actual proceeds raised in the initial public offering, the private placements or
the offering of units are different than the amount estimated in

45
<PAGE> 48

this prospectus, we will be required to change the sizes of the other
transactions, subject to the limit in the plan that the proceeds of the units
offering may not exceed one-third of the combined proceeds of the initial public
offering of MetLife, Inc.'s common stock, the units offering pursuant to this
prospectus and the private placements. The amount of proceeds from the offerings
and the private placements and the final terms of the units will depend on
market conditions and our capital needs at the time of issuance.

We will not receive any proceeds from the issuance of our common stock to
the MetLife Policyholder Trust in exchange for policyholders' membership
interests.

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<PAGE> 49

DIVIDEND POLICY

Our board of directors intends to declare an annual dividend on our common
stock of $0.20 per share. The declaration and payment of dividends is subject to
the discretion of our board of directors, and will depend on our financial
condition, results of operations, cash requirements, future prospects,
regulatory restrictions on the payment of dividends by Metropolitan Life
Insurance Company and our other insurance subsidiaries and other factors deemed
relevant by the board. There is no requirement or assurance that we will declare
and pay any dividends. In addition, the indenture governing the terms of our
debentures issued to MetLife Capital Trust I in connection with the offering of
units prohibits the payment of dividends on our common stock during a deferral
of interest payments on the debentures or an event of default under the
indenture or the related guarantee. For a discussion of our cash sources and
needs, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources -- MetLife, Inc."

Following the effective date of the plan, we will be an insurance holding
company. Our assets will consist primarily of all of the outstanding shares of
common stock of Metropolitan Life Insurance Company. Our ongoing ability to pay
dividends to our stockholders and to meet our obligations, including paying our
operating expenses, making payments on the debentures issued to MetLife Capital
Trust I and any other debt service, depends primarily upon the receipt of
dividends from Metropolitan Life Insurance Company and the interest received
from Metropolitan Life Insurance Company under its $1 billion mandatorily
convertible capital note due 2005 issued to MetLife, Inc. The payment of
dividends by Metropolitan Life Insurance Company is regulated under the New York
Insurance Law. See "Risk Factors -- Dividends and payments on our indebtedness
may be affected by limitations imposed on Metropolitan Life Insurance Company"
and "Business -- Regulation -- Insurance regulation -- Holding company
regulation".

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<PAGE> 50

CAPITALIZATION

The information in the following table is derived from and should be read
in conjunction with the Consolidated Financial Statements and the related Notes
and with the Pro Forma Consolidated Financial Information and Notes thereto
included elsewhere in this prospectus. The table presents our consolidated
capitalization at December 31, 1999 and after giving effect to (1) the
demutualization as if it had occurred at December 31, 1999, (2) the initial
public offering of 179,000,000 shares of our common stock, (3) the planned
private placements of 73,000,000 shares of common stock, (4) the offering of
20,000,000 equity security units in the offering to be conducted concurrently
with the initial public offering and (5) the application of the proceeds from
the initial public offering of our common stock, the private placements and the
offering of equity security units as described in "Use of Proceeds".

The data set forth below assumes that the underwriters' options to purchase
additional shares of common stock and units in the offerings are not exercised.
See "The Demutualization -- Payment of Consideration to Eligible Policyholders".

<TABLE>
<CAPTION>
AT DECEMBER 31, 1999
----------------------------------------------------------------------------
THE INITIAL THE
THE PUBLIC PRIVATE THE UNIT PRO
HISTORICAL DEMUTUALIZATION OFFERING PLACEMENTS OFFERING FORMA
---------- --------------- ----------- ---------- -------- -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
DEBT:
Short-term debt..................... $ 4,208 $ -- $ -- $ -- $ -- $ 4,208
------- -------- ------ ------ ---- -------
Long-term debt
Surplus notes and other........... 1,666 -- -- -- -- 1,666
Investment-related debt........... 369 -- -- -- -- 369
Non-insurance subsidiary debt..... 479 -- -- -- -- 479
------- -------- ------ ------ ---- -------
Total long-term debt....... 2,514 -- -- -- -- 2,514
------- -------- ------ ------ ---- -------
COMPANY-OBLIGATED MANDATORILY
REDEEMABLE SECURITIES OF
SUBSIDIARY TRUST HOLDING SOLELY
DEBENTURES OF PARENT.............. -- -- -- -- 947 947
------- -------- ------ ------ ---- -------
EQUITY:
Preferred stock, par value $.01 per
share, 200,000,000 shares
authorized; none issued........... -- -- -- -- -- --
Series A Junior Participating
Preferred Stock................... -- -- -- -- -- --
Common stock, par value $.01 per
share; 3,000,000,000 shares
authorized; pro forma 493,476,118
shares for the demutualization,
179,000,000 shares for the initial
public offering and 73,000,000
shares for the private placements;
total pro forma 745,476,118 shares
issued and outstanding............ -- 5 2 1 -- 8
Additional paid-in capital.......... -- 10,757 2,379 1,021 13 14,170
Retained earnings................... 14,100 (14,100) -- -- -- --
Accumulated other comprehensive
loss.............................. (410) -- -- -- -- (410)
------- -------- ------ ------ ---- -------
Total equity............... 13,690 (3,338) 2,381 1,022 13 13,768
------- -------- ------ ------ ---- -------
TOTAL CAPITALIZATION....... $16,204 $ (3,338) $2,381 $1,022 $960 $17,229
======= ======== ====== ====== ==== =======
</TABLE>

48
<PAGE> 51

RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.................... 1.40 1.65 1.56 1.43 1.16
Pro forma ratio of earnings to fixed charges.......... 1.36 -- -- -- --
</TABLE>

For purposes of this computation, earnings are defined as income before
provision for income taxes, discontinued operations and extraordinary item and
excluding undistributed income and losses from equity method investments,
minority interest and fixed charges, excluding capitalized interest. Fixed
charges are the sum of interest and debt issue costs, interest credited to
policyholder account balances and an estimated interest component of rent
expense.

For purposes of the pro forma ratio of earnings to fixed charges, fixed
charges also reflect a charge of $87 million for the issuance of the equity
security units at an assumed interest rate of 7.60% ($76 million) and the
accretion of the discount ($11 million) on the carrying value of the
Company-obligated mandatorily redeemable securities of subsidiary trust holding
solely debentures of Parent.

The pro forma ratio of earnings to fixed charges has been presented to give
effect to the additional fixed charges related to the issuance of the equity
security units. The pro forma ratio does not give effect to any pro forma
earnings resulting from the use of the net proceeds from the unit offering.

49
<PAGE> 52

SELECTED FINANCIAL INFORMATION

The following table sets forth selected consolidated financial information
for MetLife. The consolidated financial information for the years ended December
31, 1999, 1998 and 1997 and at December 31, 1999 and 1998 has been derived from
our audited consolidated financial statements included elsewhere in this
prospectus. The consolidated financial information for the years ended December
31, 1996 and 1995 and at December 31, 1997, 1996 and 1995 has been derived from
our audited consolidated financial statements not included elsewhere in this
prospectus. The following consolidated statements of income and consolidated
balance sheet data, other than the statutory data, have been prepared in
conformity with generally accepted accounting principles. The statutory data
have been derived from Metropolitan Life Insurance Company's Annual Statements
filed with insurance regulatory authorities and have been prepared in accordance
with statutory accounting practices. The following information should be read in
conjunction with and is qualified in its entirety by the information and
consolidated financial statements appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA
Revenues:
Premiums(1)..................................... $12,088 $11,503 $11,278 $11,345 $11,178
Universal life and investment-type product
policy fees................................... 1,438 1,360 1,418 1,243 1,177
Net investment income(1)(2)(3).................. 9,816 10,228 9,491 8,978 8,837
Other revenues(1)............................... 2,154 1,994 1,491 1,246 834
Net realized investment gains (losses)(4)....... (70) 2,021 787 231 (157)
------- ------- ------- ------- -------
25,426 27,106 24,465 23,043 21,869
------- ------- ------- ------- -------
Expenses:
Policyholder benefits and claims(1)(5).......... 13,105 12,638 12,403 12,432 12,043
Interest credited to policyholder account
balances...................................... 2,441 2,711 2,878 2,868 3,143
Policyholder dividends.......................... 1,690 1,651 1,742 1,728 1,786
Other expenses(1)(3)(6)......................... 6,755 8,019 5,771 4,609 4,153
------- ------- ------- ------- -------
23,991 25,019 22,794 21,637 21,125
------- ------- ------- ------- -------
Income before provision for income taxes,
discontinued operations and extraordinary
item............................................ 1,435 2,087 1,671 1,406 744
Provision for income taxes(7)..................... 593 740 468 482 407
------- ------- ------- ------- -------
Income before discontinued operations and
extraordinary item.............................. 842 1,347 1,203 924 337
(Loss) gain from discontinued operations(8)....... -- -- -- (71) 362
------- ------- ------- ------- -------
Income before extraordinary item.................. 842 1,347 1,203 853 699
Extraordinary item -- demutualization expense, net
of income tax of $35 and $2, respectively....... 225 4 -- -- --
------- ------- ------- ------- -------
Net income........................................ $ 617 $ 1,343 $ 1,203 $ 853 $ 699
======= ======= ======= ======= =======
</TABLE>

50
<PAGE> 53

<TABLE>
<CAPTION>
AT DECEMBER 31,
----------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
General account assets(3)................................. $160,291 $157,278 $154,444 $145,877 $144,277
Separate account assets................................... 64,941 58,068 48,338 43,399 38,861
-------- -------- -------- -------- --------
Total assets.............................................. $225,232 $215,346 $202,782 $189,276 $183,138
======== ======== ======== ======== ========
Liabilities:
Life and health policyholder liabilities(9)............. $122,637 $122,726 $125,849 $121,333 $120,782
Property and casualty policyholder liabilities(9)....... 2,318 1,477 1,509 1,562 1,438
Short-term debt......................................... 4,208 3,585 4,587 3,311 3,235
Long-term debt.......................................... 2,514 2,903 2,884 1,946 2,345
Separate account liabilities............................ 64,941 58,068 48,338 43,399 38,861
Other liabilities(3).................................... 14,924 11,720 5,608 5,742 4,723
-------- -------- -------- -------- --------
Total liabilities......................................... 211,542 200,479 188,775 177,293 171,384
-------- -------- -------- -------- --------
Retained earnings......................................... 14,100 13,483 12,140 10,937 10,084
Accumulated other comprehensive income (loss)............. (410) 1,384 1,867 1,046 1,670
-------- -------- -------- -------- --------
Total equity.............................................. 13,690 14,867 14,007 11,983 11,754
-------- -------- -------- -------- --------
Total liabilities and equity.............................. $225,232 $215,346 $202,782 $189,276 $183,138
======== ======== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
OTHER DATA
Operating income(4)(10).................................. $ 990 $ 23 $ 617 $ 818 $ 504
Adjusted operating income(4)(11)......................... $ 1,307 $ 1,226 $ 807 $ 921 $ 613
Operating return on equity(12)........................... 7.2% 0.2% 5.3% 7.8% 5.2%
Adjusted operating return on equity(13).................. 9.5% 9.6% 7.0% 8.8% 6.3%
Return on equity(14)..................................... 4.5% 10.5% 10.4% 8.1% 7.2%
Operating cash flows..................................... $ 3,865 $ 842 $ 2,872 $ 3,688 $ 4,823
Total assets under management(15)........................ $373,646 $360,703 $338,731 $297,570 $288,000
STATUTORY DATA(16)
Premiums and deposits.................................... $ 24,643 $ 22,722 $ 20,569 $ 20,611 $ 21,651
Net income (loss)........................................ $ 790 $ 875 $ 589 $ 460 $ (672)
Policyholder surplus..................................... $ 7,630 $ 7,388 $ 7,378 $ 7,151 $ 6,785
Asset valuation reserve.................................. $ 3,109 $ 3,323 $ 3,814 $ 2,635 $ 2,038
</TABLE>

<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED
DECEMBER 31,
------------------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
OPERATING DATA(21)
INDIVIDUAL BUSINESS
Total revenues.......................................... $ 11,067 $ 11,753 $ 10,630
Operating income(10).................................... $ 565 $ 631 $ 325
Net income.............................................. $ 555 $ 1,069 $ 599
Total assets............................................ $109,401 $103,614 $ 95,323
Policyholder liabilities(9)............................. $ 72,956 $ 71,571 $ 70,686
Separate account liabilities............................ $ 28,828 $ 23,013 $ 17,345
INSTITUTIONAL BUSINESS
Total revenues.......................................... $ 10,380 $ 10,651 $ 9,271
Operating income(10).................................... $ 585 $ 482 $ 310
Net income.............................................. $ 567 $ 846 $ 339
Total assets............................................ $ 88,127 $ 88,741 $ 83,473
Policyholder liabilities(9)............................. $ 47,781 $ 49,406 $ 49,547
Separate account liabilities............................ $ 35,236 $ 35,029 $ 30,473
AUTO & HOME
Total revenues.......................................... $ 1,876 $ 1,642 $ 1,459
Operating income(10).................................... $ 54 $ 81 $ 69
Net income.............................................. $ 56 $ 161 $ 74
Total assets............................................ $ 4,443 $ 2,763 $ 2,542
Combined ratio.......................................... 103.7% 100.8% 99.9%
</TABLE>

51
<PAGE> 54

<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED
DECEMBER 31,
------------------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
ASSET MANAGEMENT
Total revenues.......................................... $ 883 $ 892 $ 760
Operating income(10).................................... $ 51 $ 46 $ 45
Net income.............................................. $ 51 $ 49 $ 45
Assets under management(17)............................. $189,800 $191,000 $175,100
INTERNATIONAL OPERATIONS
Total revenues(18)...................................... $ 790 $ 1,179 $ 1,745
Operating income (loss)................................. $ 18 $ (35) $ 6
Net income.............................................. $ 21 $ 56 $ 126
Total assets............................................ $ 4,381 $ 3,432 $ 7,412
Separate account liabilities............................ $ 877 $ 26 $ 520
CORPORATE(19)
Total revenues(20)...................................... $ 623 $ 1,472 $ 1,045
Total expenses.......................................... $ 1,031 $ 2,591 $ 966
Net income (loss)....................................... $ (583) $ (695) $ 163
</TABLE>

- ---------------
(1) Includes the following combined financial statement data of MetLife Capital
Holdings, Inc., which was sold in 1998, and our Canadian operations and
U.K. insurance operations, substantially all of which were sold in 1998 and
1997, respectively:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1998 1997 1996 1995
---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Revenues:
Premiums............................................. $204 $ 463 $ 456 $ 439
Net Investment Income................................ 495 914 877 637
Other revenues....................................... 33 225 164 192
---- ------ ------ ------
$732 $1,602 $1,497 $1,268
==== ====== ====== ======
Expenses:
Policyholder benefits and claims..................... $240 $ 495 $ 459 $ 492
Other expenses....................................... 418 861 606 831
---- ------ ------ ------
$658 $1,356 $1,065 $1,323
==== ====== ====== ======
</TABLE>

As a result of these sales, we recorded net realized investment gains of
$520 million and $139 million for the years ended December 31, 1998 and
1997, respectively.

In July 1998, Metropolitan Life Insurance Company sold a substantial
portion of its Canadian operations to Clarica Life Insurance Company. As
part of that sale, a large block of policies in effect with Metropolitan
Life Insurance Company in Canada were 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 Insurance Company and, therefore, are 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, if Metropolitan Life Insurance Company demutualizes, its
Canadian branch will make cash payments to those who are, or are deemed to
be, holders of these transferred Canadian policies. The payments, which
will be recorded in other expenses in the same period as the effective
date of the plan, will be determined in a manner that is consistent with
the treatment of, and fair and equitable to, eligible policyholders of
Metropolitan Life Insurance Company. The aggregate amount of the payment
is dependent upon the initial public offering price of common stock to be
issued at the effective date of the plan. Assuming an initial public
offering price of $14.00 per share, and based on actuarial calculations we
have made regarding these payments, we estimate that the aggregate
payments will be $315 million.

(2) During 1997, we changed to the retrospective interest method of accounting
for investment income on structured notes in accordance with Emerging
Issues Task Force Consensus 96-

52
<PAGE> 55

12, Recognition of Interest Income and Balance Sheet Classification of
Structured Notes. As a result, net investment income increased by $175
million. The cumulative effect of this accounting change on prior years'
income was immaterial.

(3) In 1998, we adopted the provisions of Statement of Financial Accounting
Standards 125, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, with respect to our securities lending
program. Adoption of the provisions had the effect of increasing assets and
liabilities by $3,769 million at December 31, 1998, and increasing revenues
and expenses by $266 million for the year ended December 31, 1998.

(4) Realized investment gains and losses are presented net of related
policyholder amounts. The amounts netted against realized investment gains
and losses are the following:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Gross realized investment gains (losses)............ $(137) $2,629 $1,018 $ 458 $ 73
----- ------ ----- ----- -----
Less amounts allocable to:
Future policy benefit loss recognition............ -- (272) (126) (203) (152)
Deferred policy acquisition costs................. 46 (240) (70) (4) (78)
Participating pension contracts................... 21 (96) (35) (20) --
----- ------ ----- ----- -----
Total............................................. 67 (608) (231) (227) (230)
----- ------ ----- ----- -----
Net realized investment gains (losses).............. $ (70) $2,021 $ 787 $ 231 $(157)
===== ====== ===== ===== =====
</TABLE>

(5) Policyholder benefits and claims exclude $(21) million, $368 million, $161
million, $223 million and $152 million for the years ended December 31,
1999, 1998, 1997, 1996 and 1995, respectively, of future policy benefit
loss recognition and credits to participating pension contracts that have
been charged against net realized investment gains and losses as such
amounts are directly related to such gains and losses. This presentation
may not be comparable to presentations made by other insurers.

(6) Other expenses exclude $(46) million, $240 million, $70 million, $4 million
and $78 million for the years ended December 31, 1999, 1998, 1997, 1996 and
1995, respectively, of amortization of deferred policy acquisition costs
that have been charged against net realized investment gains and losses as
such amounts are directly related to such gains and losses. This
presentation may not be comparable to presentations made by other insurers.

(7) Includes $125 million, $18 million, $(40) million, $38 million and $67
million for surplus tax paid (received) by Metropolitan Life Insurance
Company for the years ended December 31, 1999, 1998, 1997, 1996 and 1995,
respectively. As a stock life insurance company, we will no longer be
subject to the surplus tax after the effective date of the demutualization.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations".

(8) The gain (loss) from discontinued operations was primarily attributable to
the disposition of our group medical insurance business.

(9) Policyholder liabilities include future policy benefits, policyholder
account balances, other policyholder funds and policyholder dividends.

53
<PAGE> 56

(10) The following provides a reconciliation of net income to operating income
on a consolidated basis:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------
1999 1998 1997 1996 1995
---- ------- ------- ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Net income.................................................. $617 $ 1,343 $ 1,203 $ 853 $ 699
---- ------- ------- ----- -----
Adjustments to reconcile net income to operating income:
Gross realized investment (gains) losses.................. 137 (2,629) (1,018) (458) (73)
Income tax on gross realized investment gains and
losses.................................................. (92) 883 312 173 26
---- ------- ------- ----- -----
Realized investment (gains) losses, net of income tax... 45 (1,746) (706) (285) (47)
---- ------- ------- ----- -----
Amounts allocated to investment gains and losses (see note
4)...................................................... (67) 608 231 227 230
Income tax on amounts allocated to investment gains and
losses.................................................. 45 (204) (71) (86) (83)
---- ------- ------- ----- -----
Amount allocated to investment gains and losses, net of
income tax............................................ (22) 404 160 141 147
---- ------- ------- ----- -----
Loss (gain) from discontinued operations.................. -- -- -- 71 (362)
---- ------- ------- ----- -----
Surplus tax............................................... 125 18 (40) 38 67
---- ------- ------- ----- -----
Extraordinary item -- demutualization expense, net of
income tax of $35 and $2, respectively.................. 225 4 -- -- --
---- ------- ------- ----- -----
Operating income............................................ $990 $ 23 $ 617 $ 818 $ 504
==== ======= ======= ===== =====
</TABLE>

The following provides a reconciliation of net income to operating income
for our Individual Business segment:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Net income.................................................. $555 $1,069 $ 599
---- ------ -----
Adjustments to reconcile net income to operating income:
Gross realized investment (gains) losses.................. 60 (914) (433)
Income tax on gross realized investment gains and
losses.................................................. (14) 306 100
---- ------ -----
Realized investment (gains) losses, net of income tax... 46 (608) (333)
---- ------ -----
Amounts allocated to investment gains and losses (see note
4)........................................................ (46) 255 77
Income tax on amounts allocated to investment gains and
losses.................................................... 10 (85) (18)
---- ------ -----
Amount allocated to investment gains and losses, net of
income tax.............................................. (36) 170 59
---- ------ -----
Operating income............................................ $565 $ 631 $ 325
==== ====== =====
</TABLE>

The following provides a reconciliation of net income to operating income
for our Institutional Business segment:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
----------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Net income.................................................. $567 $ 846 $ 339
---- ----- -----
Adjustments to reconcile net income to operating income:
Gross realized investment (gains) losses.................. 53 (943) (181)
Income tax on gross realized investment gains and
losses.................................................. (22) 324 64
---- ----- -----
Realized investment (gains) losses, net of income tax... 31 (619) (117)
---- ----- -----
Amounts allocated to investment gains and losses (see note
4)...................................................... (22) 386 136
Income tax on amounts allocated to investment gains and
losses.................................................. 9 (131) (48)
---- ----- -----
Amount allocated to investment gains and losses, net of
income tax............................................ (13) 255 88
---- ----- -----
Operating income............................................ $585 $ 482 $ 310
==== ===== =====
</TABLE>

54
<PAGE> 57

The following provides a reconciliation of net income to operating income
for our Auto & Home segment:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Net income.................................................. $56 $ 161 $74
--- ----- ---
Adjustments to reconcile net income to operating income:
Gross realized investment gains........................... (2) (122) (9)
Income tax on gross realized investment gains............. -- 42 4
--- ----- ---
Realized investment gains, net of income tax............ (2) (80) (5)
--- ----- ---
Operating income............................................ $54 $ 81 $69
=== ===== ===
</TABLE>

The following provides a reconciliation of net income to operating income
(loss) for our International segment:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
----------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Net income.................................................. $21 $ 56 $ 126
--- ----- -----
Adjustments to reconcile net income to operating income
(loss):
Gross realized investments gains.......................... (1) (117) (160)
Income tax on gross realized investment gains............. (2) 26 24
--- ----- -----
Realized investment gains, net of income tax............ (3) (91) (136)
--- ----- -----
Amounts allocated to investment gains (see note 4)........ -- -- 18
Income tax on amounts allocated to investment gains....... -- -- (2)
--- ----- -----
Amount allocated to investment gains, net of income
tax................................................... -- -- 16
--- ----- -----
Operating income (loss)..................................... $18 $ (35) $ 6
=== ===== =====
</TABLE>

We believe the supplemental operating information presented above allows
for a more complete analysis of results of operations. Realized
investment gains and losses have been excluded due to their volatility
between periods and because such data are often excluded when evaluating
the overall financial performance of insurers. Operating income should
not be considered as a substitute for any GAAP measure of performance.
Our method of calculating operating income may be different from the
method used by other companies and therefore comparability may be
limited.

(11) The following provides a reconciliation of operating income to adjusted
operating income:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------
1999 1998 1997 1996 1995
------ ------ ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Operating income............................................ $ 990 $ 23 $617 $818 $504
Adjustment for charges for sales practices claims and for
personal injury claims caused by exposure to asbestos or
asbestos-containing products, net of income tax........... 317 1,203 190 103 109
------ ------ ---- ---- ----
Adjusted operating income................................... $1,307 $1,226 $807 $921 $613
====== ====== ==== ==== ====
</TABLE>

55
<PAGE> 58

supplemental adjusted operating income data provide information useful in
measuring operating trends by excluding the unusual amounts of expenses
associated with sales practices and asbestos-related claims. These
expenses are not related to our ongoing operations. Adjusted operating
income should not be considered as a substitute for any GAAP measure of
performance.

(12) Operating return on equity is defined as operating income divided by
average total equity excluding accumulated other comprehensive income
(loss). We believe the operating return on equity information presented
supplementally allows for a more complete analysis of results of
operations. Accumulated other comprehensive income (loss) has been excluded
due to its volatility between periods and because such data are often
excluded when evaluating the overall financial performance of insurers.
Operating return on equity should not be considered as a substitute for any
GAAP measure of performance. Our method of calculation of operating return
on equity may be different from the calculation used by other companies
and, therefore, comparability may be limited. Operating return on equity is
only presented for annual periods.

(13) Adjusted operating return on equity is defined as adjusted operating income
divided by average total equity, excluding accumulated other comprehensive
income (loss). We believe that supplemental adjusted operating return on
equity data provide information useful in measuring operating trends by
excluding the unusual amounts of expenses associated with sales practices
and asbestos-related claims. Adjusted operating return on equity should not
be considered as a substitute for any GAAP measure of performance. Adjusted
operating return on equity is only presented for annual periods.

(14) Return on equity is defined as net income divided by average total equity,
excluding accumulated other comprehensive income (loss).

(15) Includes MetLife's general account and separate account assets and assets
managed on behalf of third parties.

(16) Metropolitan Life Insurance Company statutory data only.

(17) Includes $0.2 billion, $4.2 billion and $5.6 billion of MetLife's general
account assets managed by our Asset Management segment at December 31,
1999, 1998 and 1997, respectively, as well as assets managed on behalf of
third parties.

(18) Includes our Canadian operations and U.K. insurance operations,
substantially all of which were sold in 1998 and 1997, respectively. Total
revenues for these entities were $469 million, $1,060 million, $1,001
million and $998 million for the years ended December 31, 1998, 1997, 1996
and 1995, respectively.

(19) We maintain a Corporate segment through which we report items that are not
directly allocable to any of our business segments, including unallocated
capital, revenues and expenses.

(20) Includes MetLife Capital Holdings, Inc., which was sold in 1998. Total
revenues for this entity were $263 million, $542 million, $496 million and
$270 million for the years ended December 31, 1998, 1997, 1996 and 1995,
respectively.

(21) Segment data does not include consolidation and elimination entries related
to intersegment amounts. See Note 15 of Notes to Consolidated Financial
Statements.

56
<PAGE> 59

PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The pro forma consolidated financial information presented below gives
effect to:

- the demutualization, including the issuance of an estimated 493,476,118
shares of our common stock to the MetLife Policyholder Trust in
connection therewith;

- the establishment of the closed block;

- the sale of 179,000,000 shares of our common stock in the initial public
offering at $14.00 per share;

- the planned concurrent private placements of 73,000,000 shares of common
stock in the aggregate at $14.00 per share; and

- the offering of 20,000,000 units at $50.00 per unit;

as if they each had occurred at December 31, 1999, for the purposes of the pro
forma consolidated balance sheet, and at January 1, 1999 for the purposes of the
pro forma consolidated statement of income for the year ended December 31, 1999.
The pro forma financial information excludes the effects of various
acquisitions, including the acquisition of GenAmerica Corporation, and
dispositions because they are not significant. This pro forma information is
presented to depict only the effects of the demutualization, the establishment
of the closed block, the offering of the units, the initial public offering and
the private placements. Metropolitan Life Insurance Company incurred $900
million of short-term debt in connection with the acquisition of GenAmerica
Corporation. We intend to repay up to $450 million of this short-term debt with
proceeds from the offerings and the private placements in excess of those
amounts required under the plan of reorganization.

The pro forma information reflects gross proceeds of $1,000 million from
the issuance of the units, less an assumed underwriting discount and offering
expenses aggregating $40 million, or net proceeds from the offering of $960
million. The data also gives effect to gross and estimated net proceeds from the
initial public offering of $2,506 million and $2,381 million, respectively, and
proceeds of $1,022 million from the private placements, assuming an initial
public offering price per share of $14.00 and the use of proceeds as set forth
elsewhere in this prospectus. We expect to use an estimated $397 million of the
aggregate net proceeds of these offerings and the private placements to
reimburse Metropolitan Life Insurance Company for policy credits made to certain
policyholders in lieu of 28,331,484 allocated shares of our common stock, an
estimated $2,494 million of the aggregate net proceeds to reimburse Metropolitan
Life Insurance Company for cash payments made to certain policyholders in lieu
of 178,166,475 allocated shares of our common stock and an estimated $315
million to reimburse Metropolitan Life Insurance Company for cash payments to be
made by its Canadian branch to certain holders of policies included in its
Canadian business sold to Clarica Life Insurance Company in 1998. We will
account for the payments to the transferred Canadian policyholders in other
expenses in the same period as the effective date of the plan. The consideration
an eligible policyholder receives under the plan of reorganization will be based
on the number of shares of our common stock allocated to the eligible
policyholder pursuant to the terms of the plan. For those policyholders
receiving policy credits or for those non-electing eligible policyholders who
must receive cash in the demutualization, we will translate the share
allocations into dollar amounts based on the initial public offering price per
share. The cash payments made in lieu of allocated shares consist of $164
million of cash payments that will be distributed to non-electing eligible
policyholders that must receive cash in the demutualization and $2,330 million
in cash payments to eligible policyholders holding approximately 23.8% of the
total number of shares of our common stock allocated to eligible policyholders
who elected to receive cash, assuming an initial public offering price of $14.00
per share. See "The Demutualization -- Payment of Consideration to Eligible
Policyholders". The pro forma consolidated statement of income also reflects the
elimination of the surplus tax on earnings and the inclusion of the minority
interest related to the units and is
57
<PAGE> 60

presented before the extraordinary item for demutualization expense. The pro
forma consolidated statement of income does not give effect to any pro forma
earnings resulting from the use of the net proceeds from the offerings or the
charge related to the payments to be made to certain transferred Canadian
policyholders described above.

We will account for the demutualization using the historical carrying
values of our assets and liabilities.

We have based the pro forma information on available information and on
assumptions management believes are reasonable and that reflect the effects of
these transactions. We have provided this information for informational purposes
only. The number of shares and units actually sold in the offerings and the
private placements and their respective prices may vary from the amounts
assumed. The plan of reorganization requires that the aggregate net proceeds
from the offerings and the private placements be at least equal to specified
amounts. See "The Demutualization -- Summary of the Plan of Reorganization". If
the actual proceeds raised in the initial public offering, the private
placements or the offering of the equity security units are different than the
amount estimated, we will be required to change the sizes of the other
transactions, subject to the limit in the plan that the proceeds of this
offering may not exceed one-third of the combined proceeds of this offering, the
initial public offering of MetLife, Inc.'s common stock and the private
placements. The amount of proceeds from the offerings and the private placements
and the final terms of the units will depend on market conditions and our
capital needs at the time of issuance. This information does not necessarily
indicate our consolidated financial position or results of operations had the
demutualization, the establishment of the closed block, the offering of units,
the initial public offering and the private placements been consummated on the
dates assumed. It also does not project or forecast our consolidated financial
position or results of operations for any future date or period. You should read
the pro forma information in conjunction with our historical consolidated
financial statements included elsewhere in this prospectus and with the
information set forth under "Management's Discussion and Analysis of Financial
Condition and Results of Operations", "The Demutualization" and "Business".

58
<PAGE> 61

METLIFE, INC.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
AS ADJUSTED
ESTABLISHMENT FOR THE CLOSED THE
OF THE THE BLOCK AND THE UNIT
HISTORICAL CLOSED BLOCK(1) DEMUTUALIZATION DEMUTUALIZATION OFFERING PRO FORMA
---------- --------------- --------------- --------------- -------- ---------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
REVENUES
Premiums...................... $12,088 $(3,924) $ -- $ 8,164 $ -- $ 8,164
Universal life and investment-
type product policy fees.... 1,438 -- -- 1,438 -- 1,438
Net investment income......... 9,816 (2,177) -- 7,639 -- 7,639
Other revenues................ 2,154 -- -- 2,154 -- 2,154
Net realized investment losses
(net of amounts allocable to
other accounts of $67)...... (70) 6 -- (64) -- (64)
Contribution from the closed
block....................... -- (87) -- (87) -- (87)
------- ------- ----- ------- ---- -----------
25,426 (6,182) -- 19,244 -- 19,244
------- ------- ----- ------- ---- -----------
EXPENSES
Policyholder benefits and
claims (excludes amounts
directly related to net
realized investment losses
of $21)..................... 13,105 (4,002) -- 9,103 -- 9,103
Interest credited to
policyholder account
balances.................... 2,441 -- -- 2,441 -- 2,441
Policyholder dividends........ 1,690 (1,456) -- 234 -- 234
Other expenses (excludes
amounts directly related to
net realized investment
losses of $46).............. 6,755 (724) -- 6,031 87(7) 6,118
------- ------- ----- ------- ---- -----------
23,991 (6,182) -- 17,809 87 17,896
------- ------- ----- ------- ---- -----------
Income (loss) before provision
(benefit) for income taxes and
extraordinary item............ 1,435 -- -- 1,435 (87) 1,348
Provision (benefit) for income
taxes......................... 593 -- (125)(9) 468 (32)(7) 436
------- ------- ----- ------- ---- -----------
Income before extraordinary
item.......................... $ 842 $ -- $ 125 $ 967 $(55) $ 912
======= ======= ===== ======= ==== ===========
Per share data:
Income before extraordinary
item per share -- basic and
diluted..................... $ 1.22
===========
Number of shares used in
calculation of per share
data -- basic and diluted... 745,476,118(2)(3)
===========
Ratio of earnings to fixed
charges....................... 1.40 1.36
===========
</TABLE>

The accompanying Notes are an integral part of this
Pro Forma Consolidated Statement of Income.
59
<PAGE> 62

METLIFE, INC.

PRO FORMA CONSOLIDATED BALANCE SHEET
AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
AS ADJUSTED FOR
ESTABLISHMENT THE CLOSED
OF THE CLOSED THE BLOCK AND THE
HISTORICAL BLOCK(1) DEMUTUALIZATION DEMUTUALIZATION
---------- ------------- --------------- ---------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
ASSETS
Investments:
Fixed maturities
available-for-sale, at
fair value................ $ 96,981 $(21,729) $ -- $ 75,252
Equity securities, at fair
value..................... 2,006 -- -- 2,006
Mortgage loans on real
estate.................... 19,739 (4,785) -- 14,954
Real estate and real estate
joint ventures............ 5,649 -- -- 5,649
Policy loans................ 5,598 (3,747) -- 1,851
Other limited partnership
interests................. 1,331 -- -- 1,331
Short-term investments...... 3,055 (8) -- 3,047
Other invested assets....... 1,501 (404) -- 1,097
-------- -------- ------- --------
135,860 (30,673) -- 105,187
Cash and cash equivalents..... 2,789 (251) (2,809)(2) (271)
Accrued investment income..... 1,725 (223) -- 1,502
Premiums and other
receivables................. 6,681 (129) -- 6,552
Deferred policy acquisition
costs....................... 8,492 (4,076) -- 4,416
Deferred income taxes......... 603 36 -- 639
Other......................... 4,141 -- -- 4,141
Closed block assets........... -- 35,316 -- 35,316
Separate account assets....... 64,941 -- -- 64,941
-------- -------- ------- --------
$225,232 $ -- $(2,809) $222,423
======== ======== ======= ========
LIABILITIES AND EQUITY
LIABILITIES:
Future policy benefits........ $ 73,582 $(38,576) $ 397(2) $ 35,403
Policyholder account
balances.................... 45,901 (4) -- 45,897
Other policyholder funds...... 4,498 (308) -- 4,190
Policyholder dividends
payable..................... 974 (712) -- 262
Short-term debt............... 4,208 -- -- 4,208
Long-term debt................ 2,514 -- -- 2,514
Current income taxes
payable..................... 548 (14) (46)(4) 488
Other......................... 14,376 (13) 178(4) 14,541
Closed block liabilities...... -- 39,627 -- 39,627
Separate account
liabilities................. 64,941 -- -- 64,941
-------- -------- ------- --------
211,542 -- 529 212,071
-------- -------- ------- --------
Company-obligated mandatorily
redeemable securities of
subsidiary trust holding
solely debentures of Parent... -- -- -- --
-------- -------- ------- --------
EQUITY:
Preferred stock............... -- -- -- --
Common stock.................. -- -- 5(2)(8) 5
Additional paid-in capital.... -- -- 10,757(2)(8) 10,757
Retained earnings............. 14,100 -- (14,100)(8) --
Accumulated other
comprehensive loss.......... (410) -- -- (410)
-------- -------- ------- --------
13,690 -- (3,338) 10,352
-------- -------- ------- --------
$225,232 $ -- $(2,809) $222,423
======== ======== ======= ========

<CAPTION>
THE
INITIAL THE THE
PUBLIC PRIVATE UNIT
OFFERING PLACEMENTS OFFERING PRO FORMA
-------- ---------- -------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
ASSETS
Investments:
Fixed maturities
available-for-sale, at
fair value................ $ -- $ -- $ -- $ 75,252
Equity securities, at fair
value..................... -- -- -- 2,006
Mortgage loans on real
estate.................... -- -- -- 14,954
Real estate and real estate
joint ventures............ -- -- -- 5,649
Policy loans................ -- -- -- 1,851
Other limited partnership
interests................. -- -- -- 1,331
Short-term investments...... -- -- -- 3,047
Other invested assets....... -- -- -- 1,097
------ ------ ---- --------
-- -- -- 105,187
Cash and cash equivalents..... 2,381(5) 1,022(6) 960(7) 4,092
Accrued investment income..... -- -- -- 1,502
Premiums and other
receivables................. -- -- -- 6,552
Deferred policy acquisition
costs....................... -- -- -- 4,416
Deferred income taxes......... -- -- -- 639
Other......................... -- -- -- 4,141
Closed block assets........... -- -- -- 35,316
Separate account assets....... -- -- -- 64,941
------ ------ ---- --------
$2,381 $1,022 $960 $226,786
====== ====== ==== ========
LIABILITIES AND EQUITY
LIABILITIES:
Future policy benefits........ $ -- $ -- $ -- $ 35,403
Policyholder account
balances.................... -- -- -- 45,897
Other policyholder funds...... -- -- -- 4,190
Policyholder dividends
payable..................... -- -- -- 262
Short-term debt............... -- -- -- 4,208
Long-term debt................ -- -- -- 2,514
Current income taxes
payable..................... -- -- -- 488
Other......................... -- -- -- 14,541
Closed block liabilities...... -- -- -- 39,627
Separate account
liabilities................. -- -- -- 64,941
------ ------ ---- --------
-- -- -- 212,071
------ ------ ---- --------
Company-obligated mandatorily
redeemable securities of
subsidiary trust holding
solely debentures of Parent... -- -- 947(7) 947
------ ------ ---- --------
EQUITY:
Preferred stock............... -- -- -- --
Common stock.................. 2(5) 1(6) -- 8
Additional paid-in capital.... 2,379(5) 1,021(6) 13(7) 14,170
Retained earnings............. -- -- -- --
Accumulated other
comprehensive loss.......... -- -- -- (410)
------ ------ ---- --------
2,381 1,022 13 13,768
------ ------ ---- --------
$2,381 $1,022 $960 $226,786
====== ====== ==== ========
</TABLE>

The accompanying Notes are an integral part of this
Pro Forma Consolidated Balance Sheet.
60
<PAGE> 63

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(1) The pro forma consolidated balance sheet and pro forma consolidated
statement of income reflect the assets which have been set aside to establish
the closed block, and the related liabilities, revenues and expenses, in each
case based on provisions in the plan of reorganization. Closed block assets and
liabilities on the pro forma consolidated balance sheet are reflected at their
historical carrying values. See "The Demutualization -- Establishment and
Operation of the Closed Block". We have established bookkeeping records to
specifically segregate the assets, liabilities, revenues and expenses in the pro
forma closed block, as if the closed block had been formed on January 1, 1999.
These amounts include any new individual participating policies issued during
1999 and the revenues and expenses associated with individual participating
policies eligible to be included in the closed block. The closed block will
actually be formed on the effective date of the plan and, accordingly, the
actual assets and liabilities ultimately assigned to the closed block and their
carrying values will not be final until that date. In management's opinion, the
assets and liabilities of the closed block as of the effective date of the plan
are not expected to differ materially from the assets and liabilities reflected
in the pro forma consolidated balance sheet.

The pro forma consolidated statement of income reflects actual revenues and
expenses related to the segregated assets and liabilities of the closed block
and certain estimates that management believes are reasonable. We have
determined the closed block amounts in the pro forma consolidated statement of
income using the underlying policyholder administrative records supporting this
business. Actual revenues and expenses related to the segregated closed block
liabilities and closed block assets were used to derive the pro forma
consolidated statement of income for the year ended December 31, 1999. Net
investment income and realized investment gains and losses for the year ended
December 31, 1999 reflect the actual income from assets set aside for assignment
to the closed block. In management's opinion, the revenues and expenses of the
individual participating policies to be included in the closed block as of the
effective date of the plan are not expected to differ materially from the pro
forma consolidated statement of income.

The closed block amounts in the pro forma consolidated statement of income
for the year ended December 31, 1999 reflect new individual participating
policies issued during such period, which will ultimately be included in the
closed block if such policies remain in force as of the effective date of the
plan. Closed block amounts were determined as follows: (1) premiums and benefits
related to the policies to be included within the closed block were used; (2)
net investment income for the year ended December 31, 1999 reflects the actual
income from assets set aside for assignment to the closed block; (3)
policyholder dividends were based on dividend scales of policies to be included
within the closed block; (4) maintenance expenses were based on per policy
charges provided in the plan of reorganization; and (5) realized investment
gains and losses of the closed block for the year ended December 31, 1999
reflect the actual gains and losses from the assets set aside for assignment to
the closed block.

Deferred policy acquisition costs on business included in the closed block
has been reported as an asset of the closed block in the pro forma consolidated
balance sheet. Amortization of closed block deferred policy acquisition costs,
other than amounts arising from realized investment gains and losses on assets
not allocated to the closed block, has been included in other expenses in the
closed block.

The pre-tax contribution from the closed block will include only those
revenues, benefit payments, dividends, premium taxes, administrative expenses
and investment expenses considered in funding the closed block. See "The
Demutualization -- Establishment and Operation of the Closed Block". We will
report the pre-tax contribution from the closed block as a single line item of
total revenues. We will reflect income tax expense applicable to the closed
block, which the closed block will pay, as a component of income tax expense.
The excess of

61
<PAGE> 64

closed block liabilities over closed block assets at the effective date of the
demutualization will represent the estimated maximum future contribution from
the closed block expected to result from operations attributed to the closed
block after income taxes. The contribution from the closed block will be
recognized in income over the period the policies and contracts in the closed
block remain in force. Management believes that over time the actual cumulative
contributions from the closed block will approximately equal the expected
cumulative contributions, due to the effect of dividend changes. If, over the
period the closed block remains in existence, the actual cumulative contribution
from the closed block is greater than the expected cumulative contribution from
the closed block, only such expected contribution will be recognized in income
with the excess recorded as a policyholder dividend obligation, because the
excess of the actual cumulative contribution from the closed block over such
expected cumulative contribution will be paid to closed block policyholders as
additional policyholder dividends unless offset by future unfavorable experience
of the closed block. If over such period, the actual cumulative contribution
from the closed block is less than the expected cumulative contribution from the
closed block, only such actual contribution will be recognized in income.
However, we may change dividends in the future, which would be intended to
increase future actual contributions until the actual cumulative contributions
equal the expected cumulative contributions.

Pursuant to the plan of reorganization, Metropolitan Life Insurance Company
has set aside assets for assignment to the closed block in an amount that
produces cash flows which, together with anticipated revenue from the individual
life insurance policies included in the closed block, are reasonably expected to
be sufficient to support obligations and liabilities relating to these policies,
and to provide for the continuation of policyholder dividend scales in effect
for 1999, if the experience underlying such dividend scales continues, and for
appropriate adjustments in such scales if the experience changes. The excess of
closed block liabilities over closed block assets at the effective date of the
demutualization equals the estimated maximum future after tax contribution from
the closed block. As noted above, we will recognize in income the contribution
from the closed block over the period the policies and contracts in the closed
block remain in force.

As a result of the establishment of the closed block, certain line items in
our consolidated financial statements subsequent to the establishment of the
closed block will reflect material reductions in reported amounts, compared with
periods prior to the establishment of the closed block. These changes will have
no effect on net income. We will reflect the results of the closed block
business as a single line item in our consolidated statement of income entitled,
"Contribution from the closed block". Prior to the establishment of the closed
block, the results from the underlying business were reported in various line
items in our consolidated statement of income, including premiums, net
investment income, policyholder benefits and claims and other expenses. In
addition, all assets and liabilities allocated to the closed block will be
reported in our consolidated balance sheet separately under the captions,
"Closed block assets" and "Closed block liabilities," respectively.

(2) The number of shares of our common stock used in the calculation of pro
forma income before extraordinary item per share--basic and diluted is as
follows:

<TABLE>
<S> <C>
Shares allocated to eligible policyholders.................. 699,974,077
Less shares allocated to eligible policyholders who receive
cash or policy credits.................................... 206,497,959
-----------
Shares issued to the MetLife Policyholder Trust............. 493,476,118
Shares issued in the initial public offering................ 179,000,000
Shares issued in the private placements..................... 73,000,000
-----------
Total shares of common stock outstanding.................... 745,476,118
===========
</TABLE>

62
<PAGE> 65

We expect to contribute $4,023 million of the aggregate net proceeds from
the offerings and the private placements to Metropolitan Life Insurance Company,
of which:

- an estimated $397 million will be used to reimburse Metropolitan Life
Insurance Company for the crediting of policy credits to certain
policyholders in the demutualization in lieu of 28,331,484 allocated
shares of our common stock;

- an estimated $2,494 million will be used to reimburse Metropolitan Life
Insurance Company for cash payments to certain policyholders in the
demutualization in lieu of 178,166,475 allocated shares of our common
stock;

- an estimated $315 million will be used to reimburse Metropolitan Life
Insurance Company for cash payments to be made by its Canadian branch to
certain holders of policies included in its Canadian business sold to
Clarica Life Insurance Company in 1998. See "The
Demutualization -- Transferred Canadian Policies";

- an estimated $361 million to reimburse Metropolitan Life Insurance
Company for the payment of fees and expenses incurred in connection with
the demutualization; and

- an estimated $456 million will be used for general corporate purposes and
to repay up to $450 million of short-term debt incurred in connection
with our acquisition of GenAmerica.

We have reflected the amounts expected to be used to fund those policy
credits referred to above as an increase in future policy benefits and a
reduction of retained earnings in the pro forma consolidated balance sheet. We
have reflected the amounts we expect to use to make the cash payments referred
to above as a reduction in retained earnings in the pro forma consolidated
balance sheet.

In connection with the contribution of the net proceeds from the initial
public offering, the private placements and the offering of equity security
units to Metropolitan Life Insurance Company as described above, Metropolitan
Life Insurance Company expects to issue to MetLife, Inc. its $1 billion %
mandatorily convertible capital note due 2005 having the principal terms
described under "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources -- MetLife, Inc."

(3) Each unit in the unit offering consists of (a) a contract to purchase
shares of our common stock and (b) a % capital security of MetLife Capital
Trust I. Before the issuance of shares of our common stock upon settlement of
the purchase contracts, the units will be reflected in our diluted earnings per
share calculations using the treasury stock method. Under this method, the
number of shares of our common stock used in calculating earnings per share for
any period is deemed to be increased by the excess, if any, of the number of
shares issuable upon settlement of the purchase contracts over the number of
shares that could be purchased by us in the market, at the average market price
during that period, using the proceeds receivable upon settlement. Consequently,
there will be no dilutive effect on our earnings per share except during periods
when the average market price of our common stock is above $ per share.

(4) The pro forma consolidated balance sheet reflects estimated additional
nonrecurring expenses of $132 million (net of income taxes of $46 million)
related to the demutualization assumed to be incurred at the date of the pro
forma consolidated balance sheet. The pro forma consolidated statement of income
does not reflect such nonrecurring expenses since they will be reported as an
extraordinary item.

(5) Represents gross proceeds of $2,506 million from the issuance of
179,000,000 shares of our common stock at an assumed initial public offering
price of $14.00 per share, less an assumed underwriting discount and estimated
offering expenses aggregating $125 million, in the initial public offering.

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<PAGE> 66

(6) Represents proceeds of $1,022 million from the issuance of 73,000,000
shares of our common stock at an assumed initial public offering price of $14.00
in the planned private placements.

(7) Represents gross proceeds of $1,000 million from the issuance of the
equity security units, less an assumed underwriting discount and estimated
offering expenses aggregating $40 million. The financial statements of the trust
will be consolidated in our consolidated financial statements, with the capital
securities shown on our consolidated balance sheet under the caption
"Company-obligated mandatorily redeemable securities of subsidiary trust holding
solely debentures of Parent". The proceeds from the units will be allocated to
the underlying purchase contracts and capital securities based on their relative
fair values at the offering date. For purposes of the pro forma consolidated
balance sheet, the fair value of the underlying purchase contracts and capital
securities was assumed to be $13 million and $947 million, respectively. The
forward contracts will be reported in additional paid-in capital and subsequent
changes in fair value will not be recognized. The notes to our consolidated
financial statements will disclose that the sole assets of the trust will be the
debentures. Distributions on the capital securities will be reported as a charge
to minority interest in our consolidated statements of income, whether paid or
accrued. The charge to other expenses in the pro forma consolidated statement of
income reflects distributions on the capital securities at an assumed rate of
7.60% ($76 million) and the accretion of the discount ($11 million) on the
carrying value of the Company-obligated mandatorily redeemable securities of
subsidiary trust holding solely debentures of Parent. The income tax benefit
related to such charges is $32 million.

(8) Represents the reclassification of the retained earnings of
Metropolitan Life Insurance Company to reflect the demutualization as follows:

<TABLE>
<CAPTION>
(DOLLARS IN MILLIONS)
---------------------
<S> <C>
Historical retained earnings............................. $14,100
Less proceeds of offerings used to fund policy credits
and cash payments to certain eligible policyholders.... 2,891
Less cash payments made by Metropolitan Life Insurance
Company's Canadian branch to certain holders of
policies included in its Canadian business sold to
Clarica Life Insurance Company. We will account for the
payments to the transferred Canadian policyholders in
other expenses in the same period as the effective date
of the plan of reorganization.......................... 315
Less additional demutualization expenses (net of income
taxes of $46 million).................................. 132
-------
Retained earnings related to eligible policyholders
receiving common stock................................. $10,762
=======
</TABLE>

(9) Represents the elimination of the surplus tax. As a stock life
insurance company, we will no longer be subject to the surplus tax after the
effective date of the plan.

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<PAGE> 67

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following analysis of the consolidated financial condition and results
of operations of MetLife should be read in conjunction with "Selected Financial
Information", the consolidated financial statements and notes thereto and "Pro
Forma Consolidated Financial Information" included elsewhere in this prospectus.

BACKGROUND

We are a leading provider of insurance and financial services to a broad
spectrum of individual and institutional customers. We offer insurance, annuity
and investment products to individuals and group insurance and retirement and
savings products and services to corporations and other institutions. We derive
our revenues principally from:

- premiums from individual and group insurance, including those annuities
that have a death benefit component;

- fees from universal and variable life insurance products, annuity,
investment products and administrative services contracts;

- premiums from property and casualty insurance;

- asset management fees; and

- net investment income and realized investment gains or losses on general
account assets.

Our operating expenses consist of insurance benefits, increases in
liabilities, interest credited on general account liabilities, marketing and
administrative costs relating to products we sell, including commissions to our
sales representatives, net of deferrals, and general business expenses. Our
profitability depends largely on the adequacy of our product pricing,
underwriting and methodology for the establishment of liabilities for future
policyholder benefits, our ability to earn appropriate spreads between earned
investment rates on general account assets and dividend and interest credited
rates to customers, the amount of assets under management and our ability to
manage our expenses.

We are organized into five major business segments: Individual Business,
Institutional Business, Asset Management, Auto & Home and International.
Subsequent to January 6, 2000, the date on which we acquired GenAmerica,
GenAmerica's businesses will be incorporated into our business segments as
applicable, except for RGA, which will be separately designated as our
Reinsurance segment. We also maintain a Corporate segment through which we
report items that are not directly allocable to any of our business segments,
including unallocated capital, income and expenses. We manage and allocate our
general account assets among our business segments through distinct portfolios
for each product group. Capital is allocated among each of our business segments
based on a percentage of the "risk-based capital" levels of the assets allocated
to the segments. RISK-BASED CAPITAL ("RBC") is a regulatory measure designed to
aid in the evaluation of the statutory capital and surplus of life and health
insurers. We also allocate net investment income to each business segment based
upon the assets allocated to the segment.

Sales of our insurance, annuity and investment products have been affected
by overall trends in the insurance industry generally, as Americans have begun
to rely less on traditional life insurance, defined benefit retirement plans,
social security and other government programs, and the "baby-boom" generation
has begun to enter its prime savings years. Reflecting these trends, as well as
the impact of a strong equities market in recent years, sales of our traditional
insurance products have declined in recent years, while sales of variable life
and annuities, mutual funds and other savings products have increased. During
the five years ended 1999, the separate account liabilities related to our
individual variable annuity products grew at a 38.2% compound annual rate, and
totaled $20.7 billion and $15.8 billion at December 31, 1999 and 1998,
respectively. During the five years ended 1999, first-year premiums and deposits
from

65
<PAGE> 68

variable life insurance products grew at a compound annual rate of 33.1% and
were $389 million and $371 million for the years ended December 31, 1999 and
1998, respectively.

In addition, as the U.S. employment market has become more competitive,
employers are seeking to enhance their ability to hire and retain employees by
providing attractive benefit plans. Current trends in the work environment also
reflect increasing concern of employees about the future of government-funded
retirement and "safety-net" programs, an increasingly mobile workforce and the
desire of employers to share the market risk from the investment of pension
assets with employees. We believe these trends are facilitating the introduction
of new benefits such as long-term care and auto and homeowners insurance, and
are leading more employers to adopt defined contribution pension arrangements
and 401(k) plans. A related trend has been the increased offering of voluntary
products, which provide valued benefits to employees at little or no cost to the
employer. These benefits, while paid for by employees, appeal to them because
they are generally priced at group rates and are usually paid for by payroll
deduction, making them convenient to purchase and maintain.

We enter into reinsurance agreements to spread the risk and minimize the
effect of losses. The amount of each risk retained by us depends on our
evaluation of the specific risk, subject, in certain circumstances, to maximum
limits based on characteristics of coverages. In recent periods, in response to
the reduced cost of reinsurance coverage, we have increased the amount of
MORTALITY risk coverage purchased from third party reinsurers. Since 1996, we
have continually entered into reinsurance agreements that CEDED substantially
all of the mortality risk on term insurance policies issued during 1996 and
subsequent years, and on whole life and survivorship whole life insurance
policies issued in 1997 and subsequent years. In 1998, we reinsured
substantially all of the mortality risk on universal life policies we issued
since 1983. We are continuing to reinsure substantially all of the mortality
risk on our universal life policies as well as insurance face amounts which are
above our retention limits. Generally, as a result of these transactions, we now
reinsure up to 90% of the mortality risk for all new individual insurance
policies that we write.

We also maintain and manage a significant amount of mortality risk,
including through our ownership of RGA, which retains mortality risk from many
insurers, including MetLife. Furthermore, many of our individual life products,
as well as some of our group insurance and annuity products, include elements of
mortality risk.

Our reinsurance agreements generally provide for payments to the reinsurers
for the risks transferred to them, reduced by reimbursements to us of our policy
issuance costs. The amounts presented in our consolidated statements of income
for revenues and policyholder benefits are net of amounts ceded to the
reinsurers. We report amounts reimbursed related to administrative costs for
maintaining policies covered under reinsurance agreements in other revenues.

Over the past three years, we have repositioned our investment portfolio in
order to provide a higher operating rate of return on our invested assets. In
connection with this strategy, we have reduced our investments in treasury
securities, corporate equities and equity real estate and increased our
investments in fixed maturities with a higher current operating yield.

We have selectively acquired and disposed of businesses during the past
several years as part of our business strategies and to enhance our overall
returns. We expanded the distribution channels of Individual Business in the
bank and broker-dealer distribution channels through the acquisitions of
Security First Group in 1997 and of Nathan & Lewis in 1998. We became a leading
provider of administrative services in the 401(k) market through the
acquisitions of Benefit Services Corporation and the defined contribution
record-keeping and participant services business formerly owned by Bankers Trust
Corporation. We sold our commercial finance subsidiary in 1998 because it was
not part of our core business strategy and disposed of a substantial portion of
our insurance operations in the U.K. and Canada to exit mature markets

66
<PAGE> 69

with little opportunity for growth. We expect to continue to make selective
acquisitions and dispositions that augment our business strategies.

On January 6, 2000, we acquired GenAmerica Corporation for $1.2 billion in
cash. In connection with our acquisition of the stock of GenAmerica, we incurred
$900 million of short-term debt, consisting primarily of commercial paper. We
intend to repay up to $450 million of that debt with proceeds from the offerings
and the private placements in excess of those amounts required under the plan.
In addition, we incurred approximately $3.2 billion of short-term debt,
consisting primarily of commercial paper, in connection with our exchange offer
to holders of General American Life funding agreements. On September 29, 1999,
MetLife Funding, Inc. and Metropolitan Life Insurance Company obtained an
additional committed credit facility for $5 billion, which serves as back-up for
this commercial paper. For a description of the acquisition and related
transactions, see "Business -- Acquisition of GenAmerica".

On September 30, 1999, our Auto & Home segment acquired the standard
personal lines property and casualty insurance operations of The St. Paul
Companies, which had in-force premiums of approximately $1.1 billion and
approximately 3,000 independent agencies and brokers. We funded this
acquisition, plus an additional investment in the business, with available cash
and the issuance of commercial paper. This acquisition substantially increased
the size of this segment's business, making us the eleventh largest personal
property and casualty insurer in the U.S. based on 1998 net premiums written.

In recent years, we have implemented programs to reduce operating expenses
and enhance the efficiency of our operations. For the year ended December 31,
1999, we reduced the number of non-sales positions by 1,856, or 7%. These
reductions are in addition to the elimination of 2,267, or 11%, of the non-sales
positions in 1998. In 1999, we began an internal reorganization to integrate the
operations of New England Financial, which since its merger with MetLife had
been operated as a separate division, with the individual insurance operations
of MetLife. The objective of this internal reorganization is to identify
opportunities to eliminate redundant processes and costs, while maintaining the
brand identities of our distribution channels and products.

THE DEMUTUALIZATION

Pursuant to the New York Insurance Law, the board of directors of
Metropolitan Life Insurance Company adopted the plan of reorganization on
September 28, 1999, and subsequently adopted amendments to the plan. On the date
the plan becomes effective, Metropolitan Life Insurance Company will convert
from a mutual life insurance company to a stock life insurance company and
become a wholly-owned subsidiary of MetLife, Inc. This process is commonly known
as a demutualization. We estimate that costs relating to the demutualization,
excluding costs relating to the offerings and the private placements, will total
$361 million, net of income taxes of $83 million. We have recorded
demutualization costs of $229 million, net of income taxes of $37 million,
through December 31, 1999. Demutualization expenses consist of our cost of
printing and mailing materials to policyholders and our aggregate cost of
engaging independent accounting, actuarial, compensation, financial, investment
banking and legal advisors and other consultants to advise us in the
demutualization process and related matters, as well as other administrative
costs. The New York Superintendent of Insurance has also engaged experts to
provide actuarial, investment banking, legal and auditing advice. Pursuant to
the New York Insurance Law, we must pay the fees and expenses of such
consultants, which fees and expenses are included in the above amounts. We have
also agreed to indemnify certain of our consultants and consultants to the New
York Superintendent against liabilities arising out of their engagements in
connection with the demutualization.

In addition, if Metropolitan Life Insurance Company demutualizes, we will
incur costs related to payments to certain holders of Canadian policies included
in the Canadian business sold by Metropolitan Life Insurance Company to Clarica
Life Insurance Company in 1998. See "The Demutualization -- Transferred Canadian
Policies". These costs will be charged to other

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expenses in the same period as the effective date of the plan. The payments will
be determined in a manner that is consistent with the treatment of, and fair and
equitable to, eligible policyholders of Metropolitan Life Insurance Company. The
amount to be paid to the holders of Canadian policies is dependent upon the
initial public offering price of our common stock. Assuming an initial public
offering price of $14.00 per share, and based on calculations we have made
regarding these payments, we estimate the aggregate payments will be $315
million.

The plan of reorganization requires us to complete an initial public
offering of our common stock on the effective date of the plan. The plan also
permits us to complete one or more private placements and other specified
capital raising transactions on the effective date of the plan. Concurrently
with this offering, we expect to sell not less than 14,900,000 shares nor more
than 73,000,000 shares in the aggregate to Banco Santander Central Hispano,
S.A., and Credit Suisse Group or their respective affiliates in private
placements. Under the plan of reorganization, the total proceeds raised in this
offering of units cannot exceed one-third of the combined proceeds raised in
this offering, the initial public offering of our common stock and the private
placements. The amount of proceeds from the offerings and the private placements
and final terms of the units will depend on market conditions and our capital
needs at the time of issuance. We cannot proceed with any offering relating to
the units and the private placements without the approval of the New York
Superintendent. The final terms of the initial public offering, the private
placements and the offering of units must be approved by the New York
Superintendent. We will be required to use the net proceeds from the initial
public offering, as well as the net proceeds from this offering of units and the
private placements, in the manner set forth under the caption "Use of Proceeds"
above.

The plan of reorganization requires that Metropolitan Life Insurance
Company establish and operate a closed block for the benefit of holders of
certain individual life insurance policies of Metropolitan Life Insurance
Company. We will allocate assets to the closed block in an amount that produces
cash flows which, together with anticipated revenue from the policies included
in the closed block, are reasonably expected to be sufficient to support
obligations and liabilities relating to these policies, including, but not
limited to, provisions for the payment of claims and certain expenses and taxes,
and to provide for the continuation of policyholder dividend scales in effect
for 1999, if the experience underlying such dividend scales continues, and for
appropriate adjustments in such scales if the experience changes. The closed
block assets, the cash flows generated by the closed block assets and the
anticipated revenue from the policies in the closed block will benefit only the
holders of the policies in the closed block. To the extent that, over time, cash
flows from the assets allocated to the closed block and claims and other
experience relating to the closed block are, in the aggregate, more or less
favorable than assumed in establishing the closed block, total dividends paid to
closed block policyholders in the future may be greater than or less than the
total dividends that would have been paid to these policyholders if the
policyholder dividend scales in effect for 1999 had been continued. Any cash
flows in excess of amounts assumed will be available for distribution over time
to closed block policyholders and will not be available to our stockholders. The
closed block will continue in effect as long as any policy in the closed block
remains in force. Its expected life is over 100 years.

We do not expect the closed block will affect our net income or our
liquidity after its establishment. We will use the same accounting principles to
account for the PARTICIPATING POLICIES included in the closed block as we used
prior to the date of demutualization. However, we will establish a policyholder
dividend obligation for earnings that will be paid to policyholders as
additional dividends in the amounts described below, unless these earnings are
offset by future unfavorable experience of the closed block. The excess of
closed block liabilities over closed block assets at the effective date of the
demutualization represents the estimated maximum future contributions from the
closed block expected to result from operations attributed to the closed block
after income taxes. We will recognize the contributions from the closed block in
income over the period the policies and contracts in the closed block remain in
force.
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Management believes that over time the actual cumulative contributions from the
closed block will approximately equal the expected cumulative contributions, due
to the effect of dividend changes. If, over the period the closed block remains
in existence, the actual cumulative contribution from the closed block is
greater than the expected cumulative contribution from the closed block, we will
recognize only the expected cumulative contribution in income with the excess
recorded as a policyholder dividend obligation, because we will pay the excess
of the actual cumulative contribution from the closed block over the expected
cumulative contribution to closed block policyholders as additional policyholder
dividends unless offset by future unfavorable experience of the closed block. If
over such period, the actual cumulative contribution from the closed block is
less than the expected cumulative contribution from the closed block, we will
recognize only the actual contribution in income. However, we may change
dividends in the future, which would be intended to increase future actual
contributions until the actual cumulative contributions equal the expected
cumulative contributions.

As required by law, the plan was approved by more than two-thirds of
eligible policyholders who voted in voting completed on February 7, 2000. The
plan of reorganization will not become effective unless, after conducting a
public hearing on the plan, the New York Superintendent of Insurance approves it
based on a finding, among other things, that the plan is fair and equitable to
policyholders. The New York Superintendent held a public hearing on the plan on
January 24, 2000.

RESULTS OF OPERATIONS

The following table presents summary consolidated financial information for
the periods indicated:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
REVENUES
Premiums.................................................... $12,088 $11,503 $11,278
Universal life and investment-type product policy fees...... 1,438 1,360 1,418
Net investment income....................................... 9,816 10,228 9,491
Other revenues.............................................. 2,154 1,994 1,491
Net realized investment gains (losses) (net of amounts
allocable to other accounts of $(67), $608 and $231,
respectively)............................................. (70) 2,021 787
------- ------- -------
25,426 27,106 24,465
------- ------- -------
EXPENSES
Policyholder benefits and claims (excludes amounts directly
related to net realized investment gains and losses of
$(21), $368 and $161, respectively)....................... 13,105 12,638 12,403
Interest credited to policyholder account balances.......... 2,441 2,711 2,878
Policyholder dividends...................................... 1,690 1,651 1,742
Other expenses (excludes amounts directly related to net
realized investment gains and losses of $(46), $240 and
$70, respectively)........................................ 6,755(1) 8,019(1) 5,771
------- ------- -------
23,991 25,019 22,794
------- ------- -------
Income before provision for income taxes and extraordinary
item...................................................... 1,435 2,087 1,671
Provision for income taxes.................................. 593 740 468
------- ------- -------
Income before extraordinary item............................ 842 1,347 1,203
Extraordinary item -- demutualization expense, net of income
tax of $35 and $2, respectively........................... 225 4 --
------- ------- -------
Net income.................................................. $ 617 $ 1,343 $ 1,203
======= ======= =======
</TABLE>

- ---------------
(1) Other expenses in 1999 includes a pre-tax charge of $499 million principally
related to the settlement of a multidistrict litigation proceeding involving
alleged improper sales practices,

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accruals for sales practices claims not covered by the settlement and other
legal costs. During 1998, we obtained certain excess of loss reinsurance and
excess insurance policies and agreements providing coverage for risks
associated primarily with sales practices claims and claims for personal
injuries caused by exposure to asbestos or asbestos-containing products. In
1998, we recorded a pre-tax charge of $1,895 million, included in other
expenses, for related insurance and reinsurance premiums and for potential
liabilities related to certain of these claims. See "Business -- Legal
Proceedings".

YEAR ENDED DECEMBER 31, 1999 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1998

Premiums increased by 5% to $12,088 million in 1999 from $11,503 million in
1998. This increase was attributable to strong growth in Institutional Business
of $366 million, or 7%, and Auto & Home of $348 million, or 25%. These increases
were partially offset by decreases in International of $95 million, or 15%, and
in Individual Business of $34 million, or 1%. Institutional Business' growth was
primarily driven by an increase in non-medical health premiums due to increased
sales and improved policyholder retention in our dental and disability
businesses. Auto & Home's premium increase was primarily due to the acquisition
of the standard personal lines property and casualty insurance operations of The
St. Paul Companies, representing $262 million of the premiums, as well as growth
in both standard and non-standard auto insurance businesses. International's
premium decrease was primarily due to the disposition of a substantial portion
of our Canadian operations in July 1998. The Individual Business decrease was
primarily attributable to the decline in sales of traditional life insurance
policies, which reflected a continued shift in customers' investment preferences
from those policies to variable life products as well as decreased sales of
supplementary contracts with life contingencies.

Universal life and investment-type product policy fees increased by 6% to
$1,438 million in 1999 from $1,360 million in 1998. This increase was
attributable to increases of $71 million, or 9%, in Individual Business and $27
million, or 6%, in Institutional. These increases were partially offset by a
decrease in International of $20 million, or 29%. The Individual Business policy
fee increase was primarily due to the continued growth in deposits for
investment products as well as stock market appreciation. The $27 million
increase in Institutional Business' policy fees was primarily due to continued
growth in sales of products used in executive and corporate-owned benefit plans.
The majority of International's policy fee decrease resulted from the sale of a
substantial portion of our Canadian operations.

Net investment income decreased by 4% to $9,816 million in 1999 from
$10,228 million in 1998. This decrease was primarily due to reductions in (i)
investment income related to mortgage loans on real estate of $93 million, or
6%, (ii) investment income on other invested assets of $340 million, or 40%,
(iii) equity securities income of $38 million, or 49%, (iv) policy loan income
of $47 million, or 12% and (v) real estate and real estate joint ventures
income, after investment expenses and depreciation, of $106 million, or 15%.
These reductions in net investment income were partially offset by higher income
from fixed maturities of $203 million, or 3%. The reduction in investment income
from mortgage loans on real estate to $1,479 million in 1999 from $1,572 million
in 1998 was due to a reduction in principal balances in MetLife Capital
Holdings, Inc. and a substantial portion of our Canadian operations, which were
sold in 1998, the proceeds from which were reinvested in fixed maturities.
Likewise, the increase in fixed maturity investment income to $6,766 million in
1999 from $6,563 million in 1998 was primarily attributable to increased average
principal balances due, in part, to the reinvestment of proceeds from the sale
of MetLife Capital Holdings, as well as from sales of equity securities, the
dispositions of which were part of our 1998 year-end asset repositioning
program. The reduction in investment income from other invested assets to $501
million in 1999 from $841 million in 1998 was due to a reduction in leveraged
lease balances as a result of the sale of MetLife Capital Holdings and lower
fees received from bond prepayments, calls and tenders. The reduction in

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real estate and real estate joint ventures income was primarily attributable to
the timing of sales of investments held by our real estate joint ventures.

Other revenues, which are primarily comprised of expense reimbursements
from reinsurers and fees related to investment management and administrative
services and securities lending activities, increased by 8% to $2,154 million in
1999 from $1,994 million in 1998. This increase was primarily attributable to
growth of $84 million, or 18%, in Individual Business and $54 million, or 9%, in
Institutional Business. The Individual Business increase is primarily due to a
full year of activity from our acquisition of Nathan & Lewis, which was acquired
in April 1998. The increase in Institutional Business is due to increases in our
non-medical health and retirement and savings businesses, partially offset by a
decrease in our group life business. Our non-medical health business increased
$61 million primarily due to growth in our dental administrative service
business. The increase in our retirement and savings business of $44 million
reflected higher administrative fees derived from separate accounts and our
defined contribution record-keeping services. The decrease in the group life
business of $51 million was primarily due to lower income in 1999 related to
funds used to seed separate accounts.

Our realized investment gains and losses are net of related policyholder
amounts. The amounts netted against realized investment gains and losses are (i)
amortization of deferred policy acquisition costs attributable to the increase
or decrease in product gross margins or profits resulting from realized
investment gains and losses, (ii) additional policyholder liabilities, which are
required when investment gains are realized and we reinvest the proceeds in
lower yielding assets ("loss recognition"), and (iii) liabilities for those
participating contracts in which the policyholders' accounts are increased or
decreased by the related investment gains or losses.

Net realized investment gains (losses) decreased by 103% to $(70) million
in 1999 from $2,021 million in 1998. This decrease reflected total gross
realized investment losses of $(137) million, a decrease of 105%, from total
gross realized investment gains of $2,629 million in 1998, before the offsets
for the amortization of deferred policy acquisition costs of $46 million and
$(240) million, loss recognition of $0 million and $(272) million and credits to
participating contracts of $21 million and $(96) million related to assets sold
in 1999 and 1998, respectively. A significant portion of our net realized
investment gains in 1998 was attributable to a sales program initiated in the
fourth quarter of 1998, which we conducted as part of our strategy to reposition
our investment portfolio in order to provide a higher operating rate of return
on our invested assets. In connection with this repositioning, we reduced our
investments in treasury securities and corporate equities and increased our
investments in fixed maturities with a higher current yield. Net realized
investment losses in 1999 reflect the continuation of our strategy to reposition
our investment portfolio in order to provide a higher operating rate of return
on our invested assets.

We believe the policy of netting related policyholder amounts against
realized investment gains and losses provides important information in
evaluating our operating performance. Realized investment gains and losses are
often excluded by investors when evaluating the overall financial performance of
insurers. We believe our presentation enables readers of our consolidated
statements of income to easily exclude realized investment gains and losses and
the related effects on the consolidated statements of income when evaluating our
operating performance. Our presentation of realized investment gains and losses
net of related policyholder amounts may be different from the presentation used
by other insurance companies and, therefore, amounts in our consolidated
statements of income may not be comparable with amounts reported by other
insurers.

Policyholder benefits and claims increased by 4% to $13,105 million in 1999
from $12,638 million in 1998. This increase reflected total gross policyholder
benefits and claims of $13,084 million, an increase of $78 million from $13,006
million in 1998, before the offsets for loss

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<PAGE> 74

recognition of $272 million in 1998 period (there were no offsets for loss
recognition in 1999) and (reductions) in or additions to participating
contractholder accounts of $(21) million and $96 million directly related to net
realized investment gains and losses for the years ended December 31, 1999 and
1998, respectively. This increase was primarily attributable to increases of
$296 million, or 5%, in Institutional Business and $272 million, or 26%, in Auto
& Home, partially offset by a decrease of $134 million, or 22%, in
International. The Institutional Business increase was primarily due to overall
premium growth within our group dental and disability businesses. The increase
in Auto & Home was primarily due to the St. Paul acquisition of $195 million, a
6% increase in the number of policies in force and $23 million of unfavorable
claims development due to lower than expected savings resulting from the
implementation of a new technology platform. The decrease in International was
attributable to the sale of a substantial portion of our Canadian operations.

Interest credited to policyholder account balances decreased by 10% to
$2,441 million in 1999 from $2,711 million in 1998. This decrease was
attributable to reductions of $169 million, or 14%, in Institutional Business,
$64 million, or 4%, in Individual Business and $37 million, or 42%, in
International. Group Insurance in Institutional Business decreased $63 million,
or 14%, primarily due to cancellations in the leveraged corporate-owned life
insurance business attributable to a change in the federal income tax treatment
for those products. In addition, retirement and savings products declined by
$106 million, or 14%, which reflected a shift in policyholders' investment
preferences from guaranteed interest products to separate account alternatives.
The decrease in Individual Business was due to a 1998 annuity reinsurance
transaction, as well as a shift in policyholders' preferences to separate
account alternatives. The International decrease was due to the sale of a
substantial portion of our Canadian operations.

Policyholder dividends increased by 2% to $1,690 million in 1999 from
$1,651 million in 1998. This increase was attributable to increases of $64
million, or 4%, in Individual Business and $17 million, or 12%, in Institutional
Business, which were somewhat offset by a $42 million, or 66%, decrease in
International. The increase in Individual Business was primarily due to growth
in cash values of policies associated with our large block of traditional life
insurance business combined with a dividend scale increase on certain mature
policies in 1999. Policyholder dividends within Institutional Business vary from
period to period based on participating group insurance contract experience. The
International decrease was due to the sale of a substantial portion of our
Canadian operations.

Other expenses decreased by 16% to $6,755 million in 1999 from $8,019
million in 1998. This decrease reflected total gross other expenses of $6,709
million, a decrease of 19%, from $8,259 million in 1998, before the offset for
amortization of deferred policy acquisition costs directly attributable to net
realized investment gains and losses of $(46) million and $240 million for the
years ended December 31, 1999 and 1998, respectively. Excluding the effect of
the pay down of debt with proceeds from the sale of MetLife Capital Holdings,
Inc. in 1998, other expenses decreased by $1,372 million. This decrease was
attributable to a $1,570 million, or 60%, decrease in Corporate. The decrease in
Corporate was primarily due to a $1,895 million charge in 1998 for sales
practices claims and claims for personal injuries caused by exposure to asbestos
or asbestos-containing products, compared with a $499 million charge in 1999.
The 1999 charge was principally related to the settlement of a multidistrict
litigation proceeding involving alleged improper sale practices, accruals for
sales practices claims not covered by the settlement and other legal costs. The
1998 charge of $1,895 million was comprised of $925 million and $970 million for
sales practices claims and asbestos-related claims, respectively. We recorded
the accrual for sales practices claims based on preliminary settlement
discussions and the settlement history of other insurers.

amount for unasserted claims was based on management's estimate of unasserted
claims that would be probable of assertion. A liability is not established for
claims which we believe are only reasonably possible of assertion. Based on this
process, our accrual for asbestos-related claims at December 31, 1997 was $386
million. Our potential liabilities for asbestos-related claims are not easily
quantified, due to the nature of the allegations against us, which are not
related to the business of manufacturing, producing, distributing or selling
asbestos or asbestos-containing products, adding to the uncertainty in the
number of claims brought against us.

During 1998, we decided to pursue the purchase of insurance to limit our
exposure to asbestos-related claims. In connection with our negotiations with
the casualty insurers to obtain this insurance, we obtained information that
caused us to reassess our accruals for asbestos-related claims. This information
included:

- Information from the insurers regarding the asbestos-related claims
experience of other insureds, which indicated that the number of claims
that were probable of assertion against us in the future was
significantly greater than we had assumed in our accruals. The number of
claims brought against us is generally a reflection of the number of
asbestos-related claims brought against asbestos defendants generally and
the percentage of those claims in which we are included as a defendant.
The information provided to us relating to other insureds indicated that
we had been included as defendants for a significant percentage of total
asbestos-related claims and that we may be included in a larger
percentage of claims in the future, because of greater awareness of
asbestos litigation generally by potential plaintiffs and plaintiffs'
lawyers and because of the bankruptcy and reorganization or the
exhaustion of insurance coverage of other asbestos defendants; and that,
although volatile, there was an upward trend in the number of total
claims brought against asbestos defendants.

- Information derived from actuarial calculations we made in the fourth
quarter of 1998 in connection with these negotiations, which helped us to
frame, define and quantify this liability. These calculations were made
using, among other things, current information regarding our claims and
settlement experience (which reflected our decision to resolve an
increased number of these claims by settlement), recent and historic
claims and settlement experience of selected other companies and
information obtained from the insurers.

Based on this information, we concluded that certain claims that previously
were considered as only reasonably possible of assertion were now probable of
assertion, increasing the number of assumed claims to approximately three times
the number assumed in prior periods. As a result of this reassessment, we
increased our liability for asbestos-related claims to $1,278 million at
December 31, 1998.

During 1998, we paid $1,407 million of premiums for excess of loss
reinsurance and insurance policies and agreements, consisting of $529 million
for the excess of loss reinsurance agreements for sales practices claims and
excess mortality losses and $878 million for the excess insurance policies for
asbestos-related claims. The excess insurance policies for asbestos-related
claims provide for recovery of losses of up to $1,500 million, while the excess
of loss reinsurance policies provide for recovery of sales practices losses of
up to $550 million and for certain mortality losses with a maximum aggregate
limit of $650 million. We may recover amounts under the policies annually, with
respect to claims paid during the prior calendar year. The policies contain
self-insured retentions and, with respect to asbestos-related claims, annual and
per-claim sublimits, for which we believe adequate provision has been made in
our consolidated financial statements. For additional information regarding the
nature of these claims, see "Business -- Legal Proceedings" and Note 9 of Notes
to Consolidated Financial Statements.

In addition to the decrease in Corporate in 1999, other expenses reflected
a $104 million, or 30%, decrease in International, and increases of $128
million, or 33%, in Auto & Home and $142 million, or 6%, in Individual Business.
The International decrease was primarily due to the sale of
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a substantial portion of our Canadian operations. The increase in Auto & Home
was primarily due to the St. Paul acquisition. The increase in Individual
Business was attributable to the net capitalization of deferred acquisition
costs, as discussed below. Excluding the net capitalization of deferred
acquisition costs, other expenses in Individual Business decreased by $81
million, or 3%. This decrease is primarily attributable to cost reduction
initiatives implemented in 1998.

Deferred acquisition costs are principally amortized in proportion to gross
margins or gross profits, including realized investment gains or losses. The
amortization is allocated to realized investment gains (losses) to provide
consolidated statement of income information regarding the impact of investment
gains and losses on the amount of the amortization, and other expenses to
provide amounts related to gross margins or profits originating from
transactions other than investment gains and losses.

Capitalization of deferred acquisition costs increased by 13% to $1,160
million in 1999 from $1,025 million in 1998, while amortization of such costs
decreased slightly to $816 million in 1999 from $827 million in 1998.
Amortization of deferred acquisition costs of $862 million and $587 million was
allocated to other expenses in 1999 and 1998, respectively, while the remainder
of the amortization in each year was allocated to realized investment gains
(losses). The increase in amortization of deferred acquisition costs allocated
to other expenses was primarily attributable to our Individual Business segment,
which increased to $613 million in 1999 from $364 million in 1998. This increase
resulted from our reinsurance of mortality risk at a cost that is expected to be
less than our previously estimated mortality losses in 1998, as well as
refinements in our calculation of estimated gross margins.

Income tax expense in 1999 was $593 million, or 41%, of income before
provision for income taxes and extraordinary item compared with $740 million, or
35%, in 1998. The 1999 effective tax rate differs from the corporate tax rate of
35% primarily due to the impact of surplus tax. We are subject to surplus tax
imposed on mutual life insurance companies under Section 809 of the Internal
Revenue Code. The surplus tax results from the disallowance of a portion of a
mutual life insurance company's policyholder dividends as a deduction from
taxable income. The surplus tax is estimated each year and adjusted the
following year based on actual industry experience. As a stock company, we will
no longer be subject to the surplus tax after the effective date of the
demutualization.

Demutualization expenses, net of income taxes, were $225 million in 1999.
These costs related to our ongoing demutualization efforts.

YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997

Premiums increased by 2% to $11,503 million in 1998 from $11,278 million in
1997. This increase was attributable to strong growth in Institutional Business
of $470 million, or 10%, and in Auto & Home of $49 million, or 4%. These
increases were partially offset by a decrease in International of $290 million,
or 32%. Institutional Business' premium growth was driven primarily by increases
in group life premiums. In addition, Institutional Business' group non-medical
health benefited from market share growth in dental products and services and
long-term care. Auto & Home's premium increase was primarily due to growth in
non-standard auto insurance policies. International's premium decrease was
primarily due to the dispositions of substantial portions of our U.K. operations
in October 1997 and of our Canadian operations in July 1998.

Universal life and investment-type product policy fees decreased by 4% to
$1,360 million in 1998 from $1,418 million in 1997. This decrease was
attributable to reductions of $69 million, or 50%, in International and $38
million, or 4%, in Individual Business. Substantially all of International's
policy fee decrease resulted from the divestitures of substantial portions of
our U.K. and Canadian operations. The Individual Business policy fee decrease
was primarily due to reinsurance treaties entered into during 1998, related to
$86 billion of universal life insurance in-force, which were offset in part by
continued growth of $75 million in annuities and investment

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products. These decreases were also offset by a $49 million increase in
Institutional Business policy fees, due to an increase in sales of products used
in executive and corporate-owned benefit plans during 1998.

Net investment income increased by 8% to $10,228 million in 1998 from
$9,491 million in 1997, primarily due to higher other investment income of $473
million, or 129%, higher fixed maturities income of $118 million, or 2%,
improved real estate income after investment expenses and depreciation of $101
million and reduced investment expenses of $198 million. These increases in net
investment income were partially offset by reduced investment income in mortgage
loans on real estate of $112 million, or 7%, and other limited partnership
interests of $106 million, or 35%. The increase in other investment income to
$841 million in 1998 from $368 million in 1997 was principally due to a $289
million increase in revenue attributable to our securities lending program
resulting from the implementation of SFAS No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities during 1998.
This increase was offset by a commensurate increase in other expenses. The
remainder of this increase was primarily due to higher fees we received as a
result of bond prepayments, calls and tenders, which reflected, in part,
declining interest rates in 1998. The increase in fixed maturity investment
income to $6,563 million in 1998 from $6,445 million in 1997 was primarily
attributable to increased principal balances due, in part, to the reinvestment
of proceeds from the sale of MetLife Capital Holdings, Inc. Likewise, the
reduction in investment income from mortgage loans on real estate to $1,572
million in 1998 from $1,684 million in 1997 was due to a reduction in principal
balances in MetLife Capital Holdings, Inc. and a substantial portion of our
Canadian operations, which were sold in 1998, the proceeds from which were
reinvested in fixed maturities. The real estate investment income improvement
represents the result of real estate expenses reducing more than real estate
income in 1998, the final leg of our sales program. Since the inception of our
sales program in 1995, the average yield on our holdings of real estate has
increased to 10.4% in 1998. Investment income from other limited partnership
interests decreased to $196 million in 1998 from $302 million in 1997. Income
from other limited partnership interests fluctuate from period to period due to
the unpredictable nature of realized gains from these partnerships.

Other revenues increased by 34% to $1,994 million in 1998 from $1,491
million in 1997. This increase was primarily attributable to growth of $218
million, or 61%, in Institutional Business, $136 million, or 40%, in Individual
Business and $135 million, or 20%, in Asset Management. The Institutional
Business increase was due to higher administrative fees of $70 million derived
from separate accounts, $56 million from our defined contribution plan
record-keeping services and $32 million from funds held on deposit related to a
reinsurance agreement entered into during 1997. Individual Business' increase
was due to the acquisition of Nathan & Lewis ($62 million of the increase),
additional commission and fee income associated with reinsurance treaties ($39
million of the increase) and growth in expense reimbursements from reinsurers
for administrative costs incurred related to policies covered under reinsurance
agreements ($13 million of the increase). The increase in Asset Management was
attributable to higher management and advisory fees related to growth in assets
managed.

Net realized investment gains increased by 157% to $2,021 million in 1998
from $787 million in 1997. This increase reflected total gross realized
investment gains of $2,629 million, an increase of 158%, from $1,018 million in
1997, before the offsets for the additional amortization of deferred acquisition
costs of $240 million and $70 million, loss recognition for the policy
liabilities of $272 million and $126 million and additional credits to
participating contracts of $96 million and $35 million related to the assets
sold in 1998 and 1997, respectively. The increase in gross realized investment
gains was primarily attributable to a sales program initiated in the fourth
quarter of 1998, which we conducted as part of our strategy of repositioning our
investment portfolio in order to provide a higher operating rate of return on
our invested assets. In connection with this repositioning, we reduced our
investments in treasury securities and

75
<PAGE> 78

corporate equities and increased our investments in fixed maturities with a
higher current yield. We sold approximately $2.2 billion of corporate equities
and reinvested these proceeds into other fixed maturity securities, which
provide a higher current return. Realized investment gains from fixed maturity
and equity securities were $1,567 million in 1998, a 358% increase from $342
million in 1997. Net realized investment gains also increased by $392 million
from the sales of MetLife Capital Holdings, Inc. and a substantial portion of
our Canadian operations during 1998.

Policyholder benefits and claims increased by 2% to $12,638 million in 1998
from $12,403 million in 1997. This increase reflected total gross policyholder
benefits and claims of $13,006 million, an increase of 4%, from $12,564 million
in 1997, before the offsets for loss recognition of $272 million and $126
million and additions to participating contractholder accounts of $96 million
and $35 million directly related to net realized investment gains in 1998 and
1997, respectively. This increase was attributable to increases of $482 million,
or 8%, in Institutional Business partially offset by a decrease of $256 million
in International attributable to the U.K. and Canadian divestitures. The
Institutional Business increase was commensurate with the increase in
Institutional Business premiums of $470 million, and was also attributable to
less favorable experience on participating group insurance contracts, which were
offset by reduced dividends to those policyholders of $163 million.

Interest credited to policyholder account balances decreased by 6% to
$2,711 million in 1998 from $2,878 million in 1997. This decrease was primarily
attributable to declines of $120 million, or 9%, in Institutional Business and
$48 million, or 35%, in International. Retirement and savings products in
Institutional Business declined by $186 million, or 20%, due to a shift in
customers' investment preferences from guaranteed interest products to separate
account alternatives and the continuation of the low interest rate environment.
The International decline was due to the divestitures of substantial portions of
our U.K. and Canadian operations.

Policyholder dividends decreased by 5% to $1,651 million in 1998 from
$1,742 million in 1997. This decrease was attributable to reductions of $163
million, or 53%, in Institutional Business and $33 million, or 34%, in
International. The Institutional Business decrease was due to less favorable
claims experience on participating group insurance contracts. The International
decrease was due to the U.K. and Canadian divestitures. These decreases were
partially offset by a $105 million, or 8%, increase in Individual Business,
primarily due to dividend increases from growth in cash values in policies
associated with our large block of traditional life insurance business, offset
by reductions in policyholder dividend scales.

Other expenses increased by 39% to $8,019 million in 1998 from $5,771
million in 1997. This increase reflected total gross other expenses of $8,259
million, an increase of 41%, from $5,841 million in 1997, before the offset for
accelerated amortization of deferred policy acquisition costs directly
attributable to net realized investment gains of $240 million and $70 million in
1998 and 1997, respectively. This increase was primarily attributable to a
charge of $1,895 million in 1998 for sales practices claims and claims for
personal injuries caused by exposure to asbestos, or asbestos-containing
products, compared with $300 million in 1997. These amounts have been charged to
the Corporate segment. In addition, the increase in other expenses in 1998
included $266 million resulting from a change in accounting for our securities
lending program. This increase related to our securities lending program, which
is reflected in the results of operations for each business segment, is
commensurate with a related increase in investment income. Expenses in
Institutional Business increased by $435 million, or 37%, due to higher
administrative expenses, the majority of which are reimbursed and are reflected
in other revenues, related to growth in our administrative service contracts
business as well as a full year's expenses attributable to our December 1997
acquisition of the defined contribution and participant services business from
Bankers Trust Corporation. Individual Business expenses increased by $183
million, or 8%, from 1997, primarily as a result of the acquisition of Nathan &
Lewis and the inclusion of a full year's activity from the October 1997
acquisition of Security First Group.

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<PAGE> 79

Capitalization of deferred acquisition costs increased slightly to $1,025
million in 1998 from $1,000 million in 1997 while amortization of such costs
decreased by 2% to $827 million in 1998 from $841 million in 1997. Amortization
of deferred acquisition costs of $587 million and $771 million was allocated to
other expenses in 1998 and 1997, respectively, while the remainder of the
amortization in each year was allocated to realized investment gains and losses.
The decrease in amortization of deferred acquisition costs allocated to other
expenses was primarily attributable to our individual business segment which
decreased to $364 million in 1998 from $546 million in 1997. Approximately $87
million of this decrease was attributable to higher than expected future
investment spreads on our traditional business and approximately $96 million of
this decrease was attributable to higher estimated gross margins which resulted
from the reinsurance of mortality risk at a cost that is expected to be less
than our previously estimated mortality losses.

Income tax expense in 1998 was $740 million, or 35%, of income before
provision for income taxes, discontinued operations and extraordinary item,
compared with $468 million, or 28%, of income before provision for income taxes,
discontinued operations and extraordinary item in 1997. The difference between
the 1998 and 1997 effective tax rates was primarily due to the impact of surplus
tax and, in 1997, taxes on sales of subsidiaries.

Demutualization expenses, net of income taxes, were $4 million in 1998.
These costs related to our ongoing demutualization efforts.

INDIVIDUAL BUSINESS

The following table presents summary consolidated financial information for
Individual Business for the periods indicated:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
REVENUES
Premiums............................................. $ 4,289 $ 4,323 $ 4,327
Universal life and investment-type product policy
fees............................................... 888 817 855
Net investment income................................ 5,346 5,480 4,754
Other revenues....................................... 558 474 338
Net realized investment gains (losses)............... (14) 659 356
------- ------- -------
11,067 11,753 10,630
------- ------- -------
EXPENSES
Policyholder benefits and claims..................... 4,625 4,606 4,597
Interest credited to policyholder account balances... 1,359 1,423 1,422
Policyholder dividends............................... 1,509 1,445 1,340
Other expenses....................................... 2,719 2,577 2,394
------- ------- -------
10,212 10,051 9,753
------- ------- -------
Income before provision for income taxes............. 855 1,702 877
Provision for income taxes........................... 300 633 278
------- ------- -------
Net income........................................... $ 555 $ 1,069 $ 599
======= ======= =======
</TABLE>

YEAR ENDED DECEMBER 31, 1999 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1998 --
INDIVIDUAL BUSINESS

Premiums decreased by $34 million, or 1%, to $4,289 million in 1999 from
$4,323 million in 1998. Premiums from insurance products decreased by $16
million to $4,215 million in 1999 from

77
<PAGE> 80

$4,231 million in 1998. This decrease was primarily due to a decline in sales of
traditional life insurance policies, which reflected a continued shift in
policyholders' preferences from those policies to variable life products.
Premiums from annuity and investment products decreased by $18 million, or 20%,
to $74 million in 1999 from $92 million in 1998, primarily due to lower sales of
supplementary contracts with life contingencies. The relatively high level of
supplemental contract premiums in 1998 reflected the initial offering of a
payout annuity feature in that year.

Universal life and investment-type product policy fees increased by $71
million, or 9%, to $888 million in 1999 from $817 million in 1998. Policy fees
from insurance products increased by $3 million, or 1%, to $571 million in 1999
from $568 million in 1998. This increase is attributable to a $77 million
increase in separate account contract fees arising from increased sales of
variable life products. This increase was almost entirely offset by reinsurance
treaties entered into during 1998 related to $86 billion of universal life
insurance in-force, which constituted the majority of our mortality risk on
universal life business written subsequent to January 1, 1983. Policy fees from
annuity and investment products increased by $68 million, or 27%, to $317
million in 1999 from $249 million in 1998, primarily due to the continued growth
in deposits for investment products and stock market appreciation.

Other revenues increased by $84 million, or 18%, to $558 million in 1999
from $474 million in 1998. Other revenues for insurance products increased by
$85 million, or 19%, to $521 million in 1999 from $436 million in 1998. This
increase was primarily attributable to the inclusion of a full year's activity
of Nathan & Lewis, as well as increased commission and fee income associated
with increased sales of non-proprietary products. Other revenues for annuity and
investment products were essentially flat at $37 million in 1999 compared with
$38 million in 1998.

Policyholder benefits and claims increased by $19 million to $4,625 million
in 1999 from $4,606 million in 1998. Policyholder benefits and claims for
insurance products increased by $85 million, or 2%, to $4,450 million in 1999
from $4,365 million in 1998. This increase was primarily due to growth in our
existing block of traditional life policyholder liabilities. Policyholder
benefits and claims for annuity and investment products decreased by $66
million, or 27%, to $175 million in 1999 from $241 million in 1998 consistent
with the decreased premiums discussed above.

Interest credited to policyholder account balances decreased by $64
million, or 4%, to $1,359 million in 1999 from $1,423 million in 1998. Interest
on insurance products decreased by $18 million, or 4%, to $419 million in 1999
from $437 million in 1998. This decrease was primarily due to reduced crediting
rates on our universal life products. Interest on annuity and investment
products decreased by $46 million, or 5%, to $940 million in 1999 from $986
million in 1998. This decrease was due to a 1998 reinsurance transaction, a
shift in policyholders' preferences to separate account alternatives and reduced
crediting rates.

Policyholder dividends increased by $64 million, or 4%, to $1,509 million
in 1999 from $1,445 million in 1998. This increase was due to dividend increases
from growth in cash values of policies associated with our large block of
traditional individual life insurance business, combined with a dividend scale
increase in 1999.

Other expenses increased by $142 million, or 6%, to $2,719 million in 1999
from $2,577 million in 1998. Excluding the net capitalization of deferred
acquisition costs, other expenses decreased by $81 million, or 3%, to $2,888
million in 1999 from $2,969 million in 1998. Other expenses related to insurance
products decreased by $160 million, or 7%, to $2,239 million in 1999 from $2,399
million in 1998. This decrease was attributable to expense management
initiatives instituted in 1999 and an adjustment to the allocation of expenses
in 1999 between our insurance and annuity products to better match expenses to
the mix of our business. These decreases were partially offset by a $44 million
increase due to the inclusion of a full year's activity of Nathan & Lewis. Other
expenses related to annuity and investment products increased $79 million, or
14%, to $649 million in 1999 from $570 million in 1998, primarily due to the
adjustment of expenses noted above.
78
<PAGE> 81

Capitalization of deferred acquisition costs increased to $782 million in
1999 from $756 million in 1998 while total amortization of such costs decreased
to $567 million in 1999 from $604 million in 1998. Amortization of deferred
acquisition costs of $613 million and $364 million was allocated to other
expenses in 1999 and 1998, respectively, while the remainder of the amortization
in each year was allocated to realized investment gains (losses). Amortization
of deferred acquisition costs allocated to other expenses related to insurance
products increased to $515 million in 1999 from $267 million in 1998
attributable to the reinsurance transaction discussed above and refinements in
our calculation of estimated gross margins. Amortization of annuity products
deferred acquisition costs allocated to other expenses remained essentially
unchanged at $98 million in 1999 compared with $97 million in 1998.

YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997 --
INDIVIDUAL BUSINESS

Premiums decreased slightly to $4,323 million in 1998 compared with $4,327
million in 1997. Premiums from insurance products decreased 1% to $4,231 million
in 1998 compared with $4,266 million in 1997. Higher premiums from insurance
riders, which permit the purchase of additional coverage, on our block of
traditional individual life insurance business was offset by declines in
premiums of traditional life insurance policies of $27 million, reflecting a
continued shift in customers' preferences from those policies to variable life
products. Premiums from annuities and investment products increased by $31
million, or 51%, to $92 million in 1998 from $61 million in 1997, primarily due
to an increase in the number of conversions from annuities to payout annuities
with life contingencies related to our traditional business.

Universal life and investment-type product policy fees decreased by 4% in
1998 to $817 million from $855 million in 1997. Policy fees from insurance
products decreased by $113 million, or 17%, to $568 million in 1998 from $681
million in 1997, primarily due to reinsurance treaties entered into during 1998
relating to $86 billion of universal life insurance in-force, constituting most
of our universal life business written subsequent to January 1, 1983. Excluding
the impact of the reinsurance treaties, policy fees from insurance products
increased by $47 million, or 7%, primarily due to an increase in insurance
coverages provided in 1998 compared with 1997. Policy fees from annuities and
investment products increased by $75 million, or 43%, to $249 million in 1998
from $174 million in 1997, due primarily to the growth in deposits for
tax-advantaged investment products as well as stock market appreciation.

Other revenues increased by 40% to $474 million in 1998 from $338 million
in 1997. Other revenues for insurance products increased by $127 million, or
41%, to $436 million in 1998 from $309 million in 1997. This increase was
primarily due to the acquisition of Nathan & Lewis, additional commission and
fee income associated with reinsurance treaties, and an increase in the expense
allowance under a reinsurance treaty involving term products resulting from an
increase in policies in-force covered by those treaties. Other revenues for
annuities and investment products increased by $9 million, or 31%, to $38
million in 1998 from $29 million in 1997, primarily due to the acquisition of
Security First Group in October 1997.

Policyholder benefits and claims increased slightly to $4,606 million in
1998 compared with $4,597 million in 1997. Policyholder benefits and claims for
insurance products decreased by $80 million, or 2%, to $4,365 million in 1998
from $4,445 million in 1997. This decrease was primarily due to an increase in
claims ceded of $131 million under the universal life reinsurance treaties

79
<PAGE> 82

discussed above offset by the acquisition of Nathan & Lewis. Policyholder
benefits and claims for annuity and investment products increased by $89
million, or 59%, to $241 million in 1998 from $152 million in 1997, primarily
due to the increase in premiums described above.

Interest credited to policyholder account balances increased slightly to
$1,423 million in 1998 compared with $1,422 million in 1997. Interest on
insurance products increased by $8 million, or 2%, to $437 million in 1998 from
$429 million in 1997, primarily due to an increase in policyholder account
balances. Interest on annuities and investment products decreased slightly to
$986 million in 1998 compared with $993 million in 1997, primarily due to a
reduction in crediting rates attributable to the declining general interest rate
environment. This decrease was offset by the inclusion of a full year's activity
of $94 million related to Security First Group, which was acquired in October
1997.

Policyholder dividends increased by 8% to $1,445 million in 1998 from
$1,340 million in 1997, primarily due to dividend increases from growth in cash
values in policies associated with our large block of traditional individual
life insurance business, offset by reductions in dividend scales.

Other expenses increased by 8% to $2,577 million in 1998 from $2,394
million in 1997. Excluding the net capitalization of deferred acquisition costs,
other expenses increased by 13% to $2,969 million in 1998 from $2,624 million in
1997. Other expenses related to insurance products increased by $158 million, or
7%, to $2,399 million in 1998 from $2,241 million in 1997, primarily due to the
acquisition of Nathan & Lewis and higher non-field and sales office expenses.
Other expenses related to annuity and investment products increased by $187
million, or 49%, to $570 million in 1998 from $383 million in 1997, $94 million
of which was due to the inclusion of a full year's activity from Security First
Group. The remaining variance was due to higher general and administrative
expenses commensurate with the growth in our businesses.

Capitalization of deferred acquisition costs decreased to $756 million in
1998 from $776 million in 1997 and amortization of such costs was essentially
unchanged at $604 million in 1998 from $607 million in 1997. Amortization of
deferred acquisition costs of $364 million and $546 million was allocated to
other expenses in 1998 and 1997, respectively, while the remainder of the
amortization in each year was allocated to realized investment gains and losses.
Amortization of deferred acquisition costs allocated to other expenses related
to insurance products decreased to $267 million in 1998 from $455 million in
1997. Approximately $87 million of this decrease was attributable to higher than
expected future investment spreads on our traditional business and approximately
$96 million of this decrease was attributable to higher estimated gross margins
resulting from the reinsurance of mortality risk at a cost that is expected to
be less than our previously estimated mortality losses. Amortization of deferred
acquisition costs allocated to other expenses related to annuity products
increased in 1998 to $97 million from $91 million in 1997, reflecting growth in
the business.

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<PAGE> 83

INSTITUTIONAL BUSINESS

The following table presents summary consolidated financial information for
Institutional Business for the periods as indicated:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
----------------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
REVENUES
Premiums................................................... $ 5,525 $ 5,159 $4,689
Universal life and investment-type product policy fees..... 502 475 426
Net investment income...................................... 3,755 3,885 3,754
Other revenues............................................. 629 575 357
Net realized investment gains (losses)..................... (31) 557 45
------- ------- ------
10,380 10,651 9,271
------- ------- ------
EXPENSES
Policyholder benefits and claims........................... 6,712 6,416 5,934
Interest credited to policyholder account balances......... 1,030 1,199 1,319
Policyholder dividends..................................... 159 142 305
Other expenses............................................. 1,589 1,613 1,178
------- ------- ------
9,490 9,370 8,736
------- ------- ------
Income before provision for income taxes................... 890 1,281 535
Provision for income taxes................................. 323 435 196
------- ------- ------
Net income................................................. $ 567 $ 846 $ 339
======= ======= ======
</TABLE>

YEAR ENDED DECEMBER 31, 1999 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1998 --
INSTITUTIONAL BUSINESS

Premiums increased by 7% to $5,525 million in 1999 from $5,159 million in
1998. Group insurance premiums increased by $478 million, or 10%, to $5,095
million in 1999 from $4,617 million in 1998. This increase was mainly
attributable to strong sales and improved policyholder retention in non-medical
health, primarily our dental and disability businesses. Retirement and savings
premiums decreased by $112 million, or 21%, to $430 million in 1999 from $542
million in 1998, primarily due to premiums received from several large existing
customers in 1998.

Universal life and investment-type product policy fees increased by 6%, to
$502 million in 1999 from $475 million in 1998. This increase reflected the
continued growth in the sale of products used in executive and corporate-owned
benefit plans due to the continued favorable tax status associated with these
products.

Other revenues increased by 9% to $629 million in 1999 from $575 million in
1998. Group life decreased by $51 million, or 77%, to $15 million in 1999 from
$66 million in 1998. This decrease was primarily due to lower income in 1999
related to funds used to seed separate accounts. Non-medical health increased by
$61 million, or 27%, to $287 million in 1999 from $226 million in 1998. This
increase was primarily due to growth in our dental administrative service
business. Retirement and savings increased by $44 million, or 16%, to $327
million in 1999 from $283 million in 1998. This increase reflected higher
administrative fees derived from separate accounts and our defined contribution
record-keeping services. In addition, the 1999 results reflected interest on
funds held on deposit related to a reinsurance transaction entered into during
December 1998.

Policyholder benefits and claims increased by 5% to $6,712 million in 1999
from $6,416 million in 1998. Group insurance increased by $362 million, or 8%,
to $4,857 million in 1999 from $4,495 million in 1998. This increase was
primarily due to overall growth and is comparable to the growth in premiums
discussed above. Retirement and savings decreased by

81
<PAGE> 84

$66 million, or 3%, to $1,855 million in 1999 from $1,921 million in 1998. The
decrease was commensurate with the premium variance discussed above, partially
offset by an increase in liabilities associated with the continued accumulation
of interest on liabilities related to our large block of non-participating
annuity business.

Interest credited to policyholder account balances decreased by 14% to
$1,030 million in 1999 from $1,199 million in 1998. Group insurance decreased by
$63 million, or 14%, to $398 million in 1999 from $461 million in 1998. This
decrease was primarily due to cancellations in our leveraged corporate-owned
life insurance business attributable to a change in the federal income tax
treatment for these products. Retirement and savings decreased by $106 million,
or 14%, to $632 million in 1999 from $738 million in 1998 due to a shift in
customers' investment preferences from guaranteed interest products to separate
account alternatives and the continuation of the low interest rate environment.

Policyholder dividends increased by 12% to $159 million in 1999 from $142
million in 1998. Non-medical health increased by $26 million to $27 million in
1999. Group life and retirement and savings decreased $9 million, or 6%, to $132
million in 1999 from $141 million in 1998. Policyholder dividends vary from
period to period based on participating group insurance contract experience.

Other expenses decreased by 1% to $1,589 million in 1999 from $1,613
million in 1998. Other expenses related to group life decreased by $14 million,
or 4%, to $382 million in 1999 from $396 million in 1998. Other expenses related
to non-medical health decreased by $18 million, or 3%, to $673 million in 1999
from $691 million in 1998. These decreases were primarily attributable to
reductions in non-sales positions and operational efficiencies. Other expenses
related to retirement and savings products increased by $8 million, or 2%, to
$534 million in 1999 from $526 million in 1998. This increase was due to higher
interest expense of $47 million primarily due to commercial paper issued in
connection with amounts placed on deposit related to a 1998 reinsurance
transaction and a $15 million increase in volume-related expenses, including
premium taxes, separate account investment management expenses and commissions.
These increases were partially offset by a $54 million decrease due to
reductions in non-sales positions and other administrative expenses.

YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997 --
INSTITUTIONAL BUSINESS

Premiums increased by 10% in 1998 to $5,159 million from $4,689 million in
1997. Group insurance premiums increased by $385 million, or 9%, in 1998 to
$4,617 million from $4,232 million in 1997. Group life premiums increased by
$153 million, or 5%, to $3,274 million in 1998 from $3,121 million in 1997.
Group non-medical health premiums increased by $232 million, or 21%, to $1,343
million in 1998 from $1,111 million in 1997, due primarily to market share
growth in our dental and long-term care businesses resulting from our expanding
network of dentists and our appointment as of January 1, 1998 by the American
Association of Retired Persons ("AARP") to offer long-term care products to its
members and the effect of a full year's results related to a disability block of
business acquired in late 1997. Retirement and savings premiums increased by $85
million, or 19%, to $542 million in 1998 from $457 million in 1997, due
primarily to premiums received from one large existing customer.

Universal life and investment-type product policy fees increased by 12% in
1998 to $475 million from $426 million in 1997. This increase reflected the
growth in the sale of products used in executive and corporate-owned benefit
plans during 1998.

Other revenues increased by 61% in 1998 to $575 million from $357 million
in 1997. Other revenues from group insurance increased by $75 million, or 35%,
to $292 million in 1998 from $217 million in 1997. This increase was primarily
attributable to increased administrative fee income from significant growth in
insurance contracts having separate account features, the

82
<PAGE> 85

largest being the in-force AARP block of long-term care business. Other revenues
from retirement and savings products increased by $143 million, or 102%, to $283
million in 1998 from $140 million in 1997. This gain reflected increased
administrative fees derived from separate accounts of $21 million and $56
million related to our defined contribution record-keeping services. The
December 1997 acquisition of the defined contribution record-keeping and
participant services business from Bankers Trust Corporation accounted for the
majority of the growth in our administrative service fee income during 1998. In
addition, the 1998 results reflected an increase of $32 million related to the
full-year interest on funds held on deposit related to a reinsurance transaction
entered into during December 1997.

Policyholder benefits and claims increased by 8% to $6,416 million in 1998
from $5,934 million in 1997. Group insurance increased by $469 million, or 12%,
to $4,495 million in 1998 from $4,026 million in 1997. This increase reflected
an overall growth in the business and less favorable experience on participating
group insurance contracts, and an increase of $20 million related to a full
year's results from a disability block of business acquired in late 1997, which
is partially offset by reduced dividends of $161 million. Retirement and savings
increased slightly to $1,921 million in 1998 compared with $1,908 million in
1997 primarily due to the ongoing accumulation of interest related to our large
block of non-participating annuity business.

Interest credited to policyholder account balances decreased by 9% to
$1,199 million in 1998 from $1,319 million in 1997. Interest on group insurance
products increased by $66 million, or 17%, to $461 million in 1998 from $395
million in 1997, primarily due to growth in deposits for tax-advantaged
investment products. Interest on retirement and savings products decreased by
$186 million, or 20%, to $738 million in 1998 from $924 million in 1997 due to a
shift in customers' investment preferences from guaranteed interest products to
separate account alternatives.

Policyholder dividends decreased by 53% to $142 million in 1998 from $305
million in 1997. These dividends vary from period to period based on the claims
experience of participating group insurance contracts.

Other expenses increased by 37% to $1,613 million in 1998 from $1,178
million in 1997. Other expenses related to group insurance increased by $204
million, or 23%, to $1,087 million in 1998 from $883 million in 1997. The
primary causes of this increase were higher premium taxes and sales commissions
related to premium growth; costs incurred in connection with various strategic
initiatives, which were intended to expand our penetration of the small and
medium case institutional markets; and costs incurred in connection with
initiatives that focused on improving our service delivery capabilities through
investments in technology. Group insurance also experienced an increase in
administrative expenses, the majority of which are reimbursed, as a result of
the AARP business. Other expenses related to retirement and savings products
increased by $231 million, or 78%, to $526 million in 1998 from $295 million in
1997. This increase was due to $45 million of ongoing expenses attributable to
the acquisition of the defined contribution record-keeping and participant
services business of Bankers Trust Corporation and a change in the presentation
of expenses relating to our securities lending program in 1998 of $65 million.
In addition, the increase of cash flows into separate accounts resulted in
higher investment management and other administrative expenses.

83
<PAGE> 86

ASSET MANAGEMENT

The following table presents summary consolidated financial information for
Asset Management for the periods indicated:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
REVENUES
Net investment income....................................... $ 80 $ 75 $ 78
Other revenues.............................................. 803 817 682
---- ---- ----
883 892 760

OTHER EXPENSES.............................................. 741 740 629
---- ---- ----

Income before provision for income taxes and minority
interest.................................................. 142 152 131
Provision for income taxes.................................. 37 44 36
Minority interest........................................... 54 59 50
---- ---- ----
Net income.................................................. $ 51 $ 49 $ 45
==== ==== ====
</TABLE>

YEAR ENDED DECEMBER 31, 1999 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1998 --
ASSET MANAGEMENT

Other revenues, which are primarily comprised of management and advisory
fees, decreased by $14 million, or 2%, to $803 million in 1999 from $817 million
in 1998, reflecting an overall decrease in assets under management of $1
billion, or 1%, to $190 billion in 1999 from $191 billion in 1998. This decrease
in assets was primarily attributable to a reduction in assets under management
in value-style products. Management and advisory fees are typically calculated
based on a percentage of assets under management, and are not necessarily
proportionate to average assets managed due to changes in account mix.

Other expenses were essentially unchanged in 1999 from 1998. Total
compensation and benefits of $424 million consisted of approximately 53% base
compensation and 47% variable compensation. Base compensation increased by $10
million, or 5%, to $225 million in 1999 from $215 million in 1998, primarily due
to annual salary increases and higher staffing levels. Variable compensation
decreased by $15 million, or 7%, to $199 million in 1999 from $214 million in
1998. Variable incentive payments are based upon profitability, investment
portfolio performance, new business sales and growth in revenues and profits.
The variable compensation plans reward the employees for growth in their
businesses, but also require them to share in the impact of any declines. In
addition, general and administrative expenses increased $6 million, or 2%, to
$317 million in 1999 from $311 million in 1998, primarily due to increased
discretionary spending.

Minority interest, reflecting the value of third-party ownership interests
in Nvest, decreased by $5 million, or 9%, to $54 million in 1999 from $59
million in 1998.

YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997 --
ASSET MANAGEMENT

Other revenues, which are primarily comprised of management and advisory
fees, increased by 20% to $817 million in 1998 from $682 million in 1997.
Management and advisory fees are typically calculated based on a percentage of
assets under management, which increased by $16 billion, or 9%, to $191 billion
in 1998 from $175 billion in 1997. This increase was mainly attributable to net
cash inflows to customers' accounts of $5 billion and overall market

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<PAGE> 87

appreciation of $11 billion during 1998. Management and advisory fees earned are
not necessarily proportionate to average assets managed due to changes in
account mix.

Other expenses increased by 18% to $740 million in 1998 from $629 million
in 1997. This increase was primarily due to increases in compensation and
benefits of $62 million, or 17%, and general and administrative expenses of $49
million, or 19%. Compensation and benefits of $429 million consisted of 50% base
compensation and 50% variable compensation. Base compensation increased by $31
million, or 17%, to $215 million in 1998 from $184 million in 1997, primarily
due to annual salary increases and higher staffing. Variable compensation
increased by $31 million, or 17%, to $214 million in 1998 from $183 million in
1997, due to increased incentive payments based on profitability, investment
portfolio performance, new business sales and growth in revenues and profits.
General and administrative expenses increased by $49 million, or 19%, to $311
million in 1998 from $262 million in 1997, due to expanded business activities
and distribution and marketing initiatives.

Minority interest increased by $9 million, or 18%, to $59 million in 1998
from $50 million in 1997.

AUTO & HOME

The following table presents summary consolidated financial information for
Auto & Home for the periods indicated:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
------------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
REVENUES
Premiums................................................. $1,751 $1,403 $1,354
Net investment income.................................... 103 81 71
Other revenues........................................... 21 36 25
Net realized investment gains............................ 1 122 9
------ ------ ------
1,876 1,642 1,459
------ ------ ------
EXPENSES
Policyholder benefits and claims......................... 1,301 1,029 1,003
Other expenses........................................... 514 386 351
------ ------ ------
1,815 1,415 1,354
------ ------ ------
Income before provision for income taxes................. 61 227 105
Provision for income taxes............................... 5 66 31
------ ------ ------
Net income............................................... $ 56 $ 161 $ 74
====== ====== ======
</TABLE>

YEAR ENDED DECEMBER 31, 1999 COMPARED WITH THE YEAR ENDED DECEMBER 31,
1998 -- AUTO & HOME

Premiums increased by 25% to $1,751 million in 1999 from $1,403 million in
1998 primarily due to the St. Paul acquisition. Excluding the impact of the St.
Paul acquisition, premiums increased $88 million, or 6%. Auto premiums increased
by $54 million, or 5%, to $1,218 million in 1999 from $1,164 million in 1998.
This increase was due to growth in both our standard and non-standard auto
insurance books of business. "Non-standard" auto insurance is insurance for
risks bearing higher loss experience or loss potential than risks covered by
standard auto insurance policies. In addition, the standard auto policyholder
retention increased 1% to 88%. Homeowner premiums increased by $30 million, or
13%, to $255 million in 1999 from $225 million in 1998 due to higher new
business production, an average premium increase of 1% and increased
policyholder retention to 90% in 1999 from 89% in 1998. Premiums from other
personal lines increased to $18 million in 1999 from $14 million in 1998.

Other revenues decreased by 42% to $21 million in 1999 from $36 million in
1998. This decrease was primarily attributable to a decrease in payments
resulting from experience-related

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<PAGE> 88

adjustments under a reinsurance agreement related to the disposition of our
reinsurance business in 1990.

Expenses increased by 28% to $1,815 million in 1999 from $1,415 million in
1998. This resulted in an increase in the COMBINED RATIO to 103.7% in 1999 from
100.8% in 1998. Excluding the impact of the St. Paul acquisition, expenses
increased by $116 million, or 8%, which resulted in an increase in the combined
ratio to 102.8% in 1999 from 100.8% in 1998. This increase was primarily due to
higher overall loss costs in the auto and homeowners line as discussed below. In
addition, both lines experienced modestly elevated acquisition expenses due to
increased levels of new business premiums.

Policyholder benefits and claims increased by 26% to $1,301 million in 1999
from $1,029 million in 1998. Correspondingly, the auto and homeowners loss
ratios increased to 76.1% from 74.9% and to 67.2% from 65.0% in 1999 and 1998,
respectively. Excluding the impact of the St. Paul acquisition, policyholder
benefits and claims increased by $85 million, or 8%. Auto policyholder benefits
and claims increased by $67 million, or 8%, to $939 million in 1999 from $872
million in 1998, due to a 6% increase in the number of policies in force and $23
million of unfavorable claims development due to lower than expected savings
resulting from the implementation of a new technology platform. Correspondingly,
the AUTO LOSS RATIO increased to 77.1% in 1999 from 74.9% in 1998. Homeowners
benefits and claims increased $17 million, or 12%, to $163 million in 1999 from
$146 million in 1998 due to increased volume of this book of business. The
homeowners loss ratio decreased by 0.6% to 64.4% in 1999 from 65.0% in 1998.
Other personal lines benefits and claims increased by $1 million to $12 million
in 1999 from $11 million in 1998.

Other expenses increased by 33% to $514 million in 1999 from $386 million
in 1998, which resulted in an increase in our EXPENSE RATIO to 29.3% in 1999
from 27.4% in 1998. Excluding the impact of the St. Paul acquisition, operating
expenses increased $31 million, or 8%, resulting in an increase in our expense
ratio to 27.9% in 1999 from 27.4% in 1998. This increase was primarily due to
$10 million in additional administration expenses and $23 million in new
business acquisition expenses, which were partially offset by a reduction in
employee-related expenses.

YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997 --
AUTO & HOME

Premiums increased by 4% in 1998 to $1,403 million from $1,354 million in
1997. Auto premiums increased by $41 million, or 4%, to $1,164 million in 1998
from $1,123 million in 1997. This increase was caused by continued growth in
premiums from our non-standard auto insurance book of business. In addition, our
overall auto policyholder retention increased to 87% from 86%. These increases
were offset in part by a mandated rate decrease for standard auto insurance of
$9 million, or 4%, in 1998 in Massachusetts, which comprised 19% of our total
auto premiums in both 1998 and 1997. Homeowners premiums increased by $8
million, or 4%, to $225 million in 1998 from $217 million in 1997. This increase
was attributable to contractual inflationary adjustments of 2% and an average
rate increase of 3% in 1998, which outpaced a 1% decline in the number of
policies in force. This decline in the number of policies in force, which
occurred in states having greater exposure to severe hurricanes, reflects our
continued efforts to reduce catastrophe losses. Premiums from other personal
lines were stable at $14 million in both 1998 and 1997.

Other revenues increased by 44% to $36 million in 1998 from $25 million in
1997. This increase was primarily attributable to an increase of payments to us
resulting from experience-related adjustments under a reinsurance agreement
related to the disposition of our reinsurance business in 1990.

Expenses increased by 5% to $1,415 million in 1998 from $1,354 million in
1997, primarily due to higher catastrophe-related policyholder benefits and
claims of $35 million, resulting in our
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<PAGE> 89

combined ratio increasing to 100.8% in 1998 from 99.9% in 1997. The remaining
increase in expenses was more than offset by higher net earned premiums,
resulting in our combined ratio, excluding catastrophes, decreasing to 96.8% in
1998 from 98.6% in 1997.

Policyholder benefits and claims increased by 3% to $1,029 million in 1998
from $1,003 million in 1997. Excluding catastrophes, auto policyholder benefits
and claims decreased slightly to $857 million in 1998 compared with $864 million
in 1997. Correspondingly, our auto loss ratio decreased to 74.9% in 1998
compared with 77.1% in 1997. These decreases reflect our ongoing efforts to
improve the claims adjusting process through technological efficiencies and
heightened fraud detection efforts. While the impact of severe weather on auto
has historically been low, our auto catastrophe ratio increased to 1.3% of net
earned premiums in 1998 compared with 0.2% in 1997, due primarily to Midwestern
hail storms. Excluding catastrophes, homeowners policyholder benefits and claims
decreased to $104 million in 1998 from $116 million in 1997 and our loss ratio
decreased to 46.5% in 1998 from 53.6% in 1997. These decreases reflect changes
in our underwriting practices, physical reinspections of selected in-force
policies and the use of credit report data for selecting new risks and for
reunderwriting at the time of renewal. Reinsurance costs decreased by $5
million, or 23%, to $17 million in 1998 from $22 million in 1997, reflecting the
continuing reduction in our exposure to hurricanes and the current competitive
pricing environment within the reinsurance market. Homeowners' catastrophes
increased by $26 million to $41 million in 1998 from $15 million in 1997,
reflecting Midwestern hail storms and spring storms in the southeast. The
property and casualty industry as a whole experienced a more typical amount of
losses resulting from events classified as catastrophes in 1998 and a lower than
average amount of losses in 1997. Other personal lines increased by $9 million
to $12 million in 1998 from $3 million in 1997, due to an above average number
of new claims.

Other expenses increased by 10% to $386 million in 1998 from $351 million
in 1997. Other expenses related to auto insurance increased by $27 million, or
10%, to $305 million in 1998 from $278 million in 1997, primarily due to higher
general and administrative expenses which resulted in an increase in our expense
ratio to 27.4% in 1998 from 25.9% in 1997. Other expenses related to homeowners
insurance and other personal lines increased $8 million, or 11%, to $81 million
in 1998 from $73 million in 1997, primarily due to increased administrative
expenses and new business acquisition expenses.

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<PAGE> 90

INTERNATIONAL

The following table presents summary consolidated financial information for
International for the periods indicated:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-----------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
REVENUES
Premiums................................................... $523 $ 618 $ 908
Universal life and investment-type product policy fees..... 48 68 137
Net investment income...................................... 206 343 504
Other revenues............................................. 12 33 54
Net realized investment gains.............................. 1 117 142
---- ------ ------
790 1,179 1,745
---- ------ ------
EXPENSES
Policyholder benefits and claims........................... 463 597 869
Interest credited to policyholder account balances......... 52 89 137
Policyholder dividends..................................... 22 64 97
Other expenses............................................. 248 352 497
---- ------ ------
785 1,102 1,600
---- ------ ------
Income before provision (benefit) for income taxes......... 5 77 145
Provision (benefit) for income taxes....................... (16) 21 19
---- ------ ------
Net income................................................. $ 21 $ 56 $ 126
==== ====== ======
</TABLE>

YEAR ENDED DECEMBER 31, 1999 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1998 --
INTERNATIONAL

Premiums decreased by 15% to $523 million in 1999 from $618 million in
1998, primarily due to the disposition of a substantial portion of our Canadian
operations. Excluding the impact of this sale, premiums increased by $109
million, or 26%, to $523 million from $414 million. Argentina's premiums
increased $11 million primarily due to expanded business operations. Korea's and
Taiwan's premiums increased $24 and $39 million, respectively, due to improved
economic environments. Spain's premiums increased $24 million primarily due to
increased sales from our joint venture partnership.

Universal life and investment type-product policy fees decreased by 29% to
$48 million in 1999 from $68 million in 1998. Excluding the impact of the
Canadian divestiture, universal life and investment type-product policy fees
increased by $2 million, or 4%, to $48 million in 1999 from $46 million in 1998,
primarily due to expanded business operations in Argentina.

Other revenues decreased by 64% to $12 million in 1999 from $33 million in
1998. Excluding the impact of the Canadian divestiture, other revenues increased
slightly to $12 million in 1999 from $10 million in 1998.

Policyholder benefits and claims decreased by 22% to $463 million in 1999
from $597 million in 1998. Excluding the impact of the Canadian divestiture,
policyholder benefits and claims increased $106 million, or 30%, to $463 million
in 1999 from $357 million in 1998. This increase is commensurate with the
aforementioned increase in premiums.

Interest credited to policyholder account balances decreased by 42% to $52
million in 1999 from $89 million in 1998. Excluding the impact of the Canadian
divestiture, interest credited to

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<PAGE> 91

policyholder account balances increased $1 million, or 2%, to $52 million in
1999 from $51 million in 1998 in line with increased account balances.

Policyholder dividends decreased by 66% to $22 million in 1999 from $64
million in 1998. Excluding the impact of the Canadian divestiture, policyholder
dividends decreased $1 million, or 5%, to $22 million in 1999 from $21 million
in 1998, primarily due to less favorable experience on participating policies in
Spain.

Other expenses decreased by 30% to $248 million in 1999 from $352 million
in 1998. Excluding the impact of the Canadian divestiture, other expenses
decreased $7 million, or 3%, to $248 million in 1999 from $255 million in 1998.
This decrease was primarily attributable to ongoing cost reduction initiatives.

YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997 --
INTERNATIONAL

Premiums decreased by 32% to $618 million in 1998 from $908 million in
1997, primarily due to the dispositions of a substantial portion of our U.K.
operations in October 1997 and of our Canadian operations in July 1998.
Excluding the impact of these sales, premiums decreased by $31 million, or 7%,
to $414 million in 1998 from $445 million in 1997, primarily attributable to a
$64 million, or 40%, reduction in premiums in South Korea due to a significant
economic downturn in this country. This decrease was partially offset by a $15
million, or 48%, increase in Spain related to the effect of a full year's
activity under a revised sales agreement entered into with Banco Santander
during September 1997.

Universal life and investment-type product policy fees decreased by 50% to
$68 million in 1998 from $137 million in 1997, primarily due to the U.K. and
Canadian divestitures.

Other revenues decreased by 39% to $33 million in 1998 from $54 million in
1997. Excluding the impact of the U.K. and Canadian divestitures, other revenues
increased to $10 million in 1998 from $7 million in 1997.

Policyholder benefits and claims decreased by 31% to $597 million in 1998
from $869 million in 1997. Excluding the impact of the U.K. and Canadian
divestitures, policyholder benefit and claims decreased by 5% to $357 million in
1998 from $374 million in 1997. This decrease was primarily attributable to the
decline in premiums of $64 million in South Korea and was offset in part by
minor increases in several other countries.

Interest credited to policyholder account balances decreased by 35% to $89
million in 1998 from $137 million in 1997. Excluding the impact of the U.K. and
Canadian divestitures, interest credited to policyholder account balances
decreased by 9% to $51 million in 1998 from $56 million in 1997. This decrease
was attributable to lower variable crediting rates in South Korea reflecting a
reduction in interest rates.

Policyholder dividends decreased by 34% to $64 million in 1998 from $97
million in 1997. Excluding the impact of the U.K. and Canadian divestitures,
policyholder dividends were essentially unchanged at $21 million in 1998
compared with $22 million in 1997.

Other expenses decreased by 29% to $352 million in 1998 from $497 million
in 1997. Excluding the impact of the U.K. and Canadian divestitures, other
expenses increased by 5% to $255 million in 1998 from $242 million in 1997. This
increase was primarily due to higher business development costs.

CORPORATE

Total revenues for our Corporate segment, which consisted of net investment
income and realized investment gains and losses that are not allocated to our
business segments, were $623 million in 1999, a decrease of $849 million, or
58%, from $1,472 million in 1998, primarily due to a
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<PAGE> 92

reduction in investment gains and investment income of $722 million due to the
sale of MetLife Capital Holdings, Inc. in 1998. Total Corporate expenses were
$1,031 million in 1999, a decrease of $1,560 million, or 60%, from $2,591
million in 1998. This decrease is primarily due to a $1,895 million charge in
1998 for sales practices claims and claims for personal injuries caused by
exposure to asbestos or asbestos-containing products as well as the elimination
of $270 million of expenses due to the sale of MetLife Capital Holdings. These
decreases were partially offset by a $499 million charge in 1999 principally
related to the settlement of a multidistrict litigation proceeding involving
alleged improper sales practices, accruals for sales practices claims not
covered by the settlement and other legal costs.

Total revenues for our Corporate segment were $1,472 million in 1998, an
increase of $427 million, or 41%, from $1,045 million in 1997, primarily due to
the realized investment gain from the sale of MetLife Capital Holdings of $433
million. Total Corporate expenses were $2,591 million in 1998, an increase of
$1,625 million, or 168%, from $966 million in 1997, primarily due to the
aforementioned charges for sales practices claims and asbestos-related claims in
1998.

LIQUIDITY AND CAPITAL RESOURCES

METLIFE, INC.

Following the effective date of the plan, Metropolitan Life Insurance
Company will become a wholly-owned subsidiary and the principal asset of
MetLife, Inc. The primary uses of liquidity of MetLife, Inc. will include
payment of dividends on our common stock, interest payments on our debentures
issued to MetLife Capital Trust I and other debt servicing, contributions to our
subsidiaries and payment of general operating expenses. The primary source of
our liquidity will be dividends we may receive from Metropolitan Life Insurance
Company and the interest received from Metropolitan Life Insurance Company under
the capital note described below. In addition, we expect to retain up to $340
million from the proceeds of the offerings and the private placements at
MetLife, Inc., which will be available to pay dividends to our stockholders,
make contributions to our subsidiaries, make payments on the debentures issued
to MetLife Capital Trust I and meet our other obligations. Our ability, on a
continuing basis, to meet our cash needs depends primarily upon the receipt of
dividends and the interest on the capital note from Metropolitan Life Insurance
Company.

Under the New York Insurance Law, Metropolitan Life Insurance Company will
be permitted to pay a stockholder dividend to MetLife, Inc. only if it files
notice of its intention to declare such a dividend and the amount thereof with
the New York Superintendent of Insurance and the New York Superintendent does
not disapprove the distribution. Under the New York Insurance Law, the New York
Superintendent has broad discretion in determining whether the financial
condition of a stock life insurance company would support the payment of
dividends to its stockholders. The New York Insurance Department has established
informal guidelines for such determinations. The guidelines, among other things,
focus on the insurer's overall financial condition and profitability under
statutory accounting practices. We cannot provide assurance that Metropolitan
Life Insurance Company will have statutory earnings to support the payment of
dividends to MetLife, Inc. in an amount sufficient to fund our cash requirements
and pay cash dividends or that the New York Superintendent will not disapprove
any dividends that Metropolitan Life Insurance Company may seek to pay. Our
other insurance subsidiaries are also subject to restrictions on the payment of
dividends.

The dividend limitation is based on statutory financial results. Statutory
accounting practices differ in certain respects from accounting principles used
in financial statements prepared in conformity with generally accepted
accounting principles. The significant differences relate to deferred
acquisition costs, deferred income taxes, required investment reserves, reserve
calculation assumptions and surplus notes. Furthermore, although the impact
cannot be determined at this time, the recent adoption of the Codification of
Statutory Accounting Principles

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<PAGE> 93

by the NAIC may reduce STATUTORY SURPLUS, thereby making the dividend limitation
more restrictive. See "-- Metropolitan Life Insurance Company -- Risk-based
capital". See Note 13 of Notes to Consolidated Financial Statements for a
reconciliation of the difference between statutory financial results with those
determined in conformity with generally accepted accounting principles.

In connection with the contribution of the net proceeds from the initial
public offering, the private placements and the offering of equity security
units to Metropolitan Life Insurance Company as described under "Use of
Proceeds", Metropolitan Life Insurance Company expects to issue to MetLife, Inc.
its % mandatorily convertible capital note due 2005 having the following
principal terms:

PRINCIPAL AMOUNT.............. $1 billion

MATURITY...................... , 2005

INTEREST...................... % (equal to initial interest rate on
MetLife, Inc. debentures issued to MetLife
Capital Trust I), payable quarterly, subject to
reset and deferral provisions substantially
identical to those set forth in the debentures.

PAYMENT RESTRICTIONS.......... As required by the New York Insurance Law, the
capital note will provide that Metropolitan
Life Insurance Company may not make any payment
of the interest on or the principal of the
capital note so long as specified payment
restrictions exist and have not been waived by
the New York Superintendent of Insurance.
Payment restrictions would exist if the level
of Metropolitan Life Insurance Company's
statutory total adjusted capital falls below
certain thresholds relative to the level of its
statutory risk-based capital or the amount of
its outstanding capital notes, surplus notes or
similar obligations. As of the date hereof,
Metropolitan Life Insurance Company's statutory
total adjusted capital significantly exceeds
these limitations. Interest will continue to
accrue while payment restrictions exist.

CONVERSION.................... At , 2004 and at the stated maturity
of the capital note, the capital note shall be
mandatorily convertible, without any further
action by MetLife, Inc. or Metropolitan Life
Insurance Company, into 500 shares at each such
date of common stock of Metropolitan Life
Insurance Company. The capital note will also
become immediately convertible into 1,000
shares upon an acceleration of the capital
note. The issuance of such shares will be in
full satisfaction of Metropolitan Life
Insurance Company's obligation to pay the
principal of the note.

RANKING....................... The capital note will be unsecured and will be
subordinated to all present and future
indebtedness, policy claims and other creditor
claims (each as defined in the capital note) of
Metropolitan Life Insurance Company. The
capital note will rank pari passu with all
existing surplus notes of Metropolitan Life
Insurance Company and with all capital notes,
surplus notes or similar obligations of
Metropolitan Life Insurance Company thereafter
issued, made or incurred.

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<PAGE> 94

As required by the New York Insurance Law, the terms of the capital note
must be approved by the New York Superintendent of Insurance as not adverse to
the interests of Metropolitan Life Insurance Company's policyholders. If the New
York Superintendent does not approve the issuance of the capital note, or the
payment of interest is prevented by application of the payment restrictions
described above, the interest on the capital note will not be available as a
source of liquidity for MetLife, Inc.

Based on the historic cash flows and the current financial results of
Metropolitan Life Insurance Company, subject to any dividend limitations which
may be imposed upon Metropolitan Life Insurance Company or its subsidiaries by
regulatory authorities, we believe that cash flows from operating activities,
together with up to $340 million of proceeds from the offerings and the private
placements to be retained by MetLife, Inc. and the interest received on the
capital note from Metropolitan Life Insurance Company, will be sufficient to
enable us to make dividend payments on our common stock as described in
"Dividend Policy", to pay all operating expenses, make payments on the
debentures issued to MetLife Capital Trust I and meet our other obligations.

METROPOLITAN LIFE INSURANCE COMPANY

LIQUIDITY SOURCES. Metropolitan Life Insurance Company's principal cash
inflows from its insurance activities come from life insurance premiums, annuity
considerations and deposit funds. A primary liquidity concern with respect to
these cash inflows is the risk of early contract holder and policyholder
withdrawal. Metropolitan Life Insurance Company seeks to include provisions
limiting withdrawal rights from general account institutional pension products
(generally group annuities, including guaranteed interest contracts and certain
deposit fund liabilities) sold to employee benefit plan sponsors.

Metropolitan Life Insurance Company's principal cash inflows from its
investment activities result from repayments of principal and proceeds from
maturities and sales of invested assets, investment income, as well as dividends
and distributions from subsidiaries. The primary liquidity concerns with respect
to these cash inflows are the risks of default by debtors, interest rate and
other market volatilities and potential illiquidity of subsidiaries.
Metropolitan Life Insurance Company closely monitors and manages these risks.
See "Business -- Investments".

Additional sources of liquidity to meet unexpected cash outflows are
available from Metropolitan Life Insurance Company's portfolio of liquid assets.
These liquid assets include substantial holdings of U.S. treasury securities,
short-term investments, common stocks and marketable fixed maturity securities.
Metropolitan Life Insurance Company's available portfolio of liquid assets was
approximately $88 billion and $91 billion at December 31, 1999 and 1998,
respectively.

Sources of liquidity also include facilities for short- and long-term
borrowing as needed, primarily arranged through MetLife Funding, Inc., a
subsidiary of Metropolitan Life Insurance Company. See "-- Financing".

LIQUIDITY USES. Metropolitan Life Insurance Company's principal cash
outflows primarily relate to the liabilities associated with its various life
insurance, annuity and group pension products, operating expenses, income taxes,
contributions to subsidiaries, principal and interest on its outstanding debt
obligations, including the capital note described above, as well as dividend
payments that may be declared and are payable to MetLife, Inc. Liabilities
arising from its insurance activities primarily relate to benefit payments under
the above-named products, as well as payments for policy surrenders, withdrawals
and loans.

Management of Metropolitan Life Insurance Company believes that its sources
of liquidity are more than adequate to meet its current cash requirements.

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<PAGE> 95

LITIGATION. Various litigation claims and assessments against us have
arisen in the course of our business, including in connection with our
activities as an insurer, employer, investor, investment advisor and taxpayer.
Further, state insurance regulatory authorities and other authorities regularly
make inquiries and conduct investigations concerning our compliance with
applicable insurance and other laws and regulations.

In some of these matters, very large and/or indeterminate amounts,
including punitive and treble damages, are sought. While it is not feasible to
predict or determine the ultimate outcome of all pending investigations and
legal proceedings or to provide reasonable ranges of potential losses, it is the
opinion of our management that their outcomes, after consideration of available
insurance and reinsurance and the provisions made in our consolidated financial
statements, are not likely to have a material adverse effect on our consolidated
financial condition. However, given the large and/or indeterminate amounts
sought in certain of these matters and the inherent unpredictability of
litigation, it is possible that an adverse outcome in certain matters could,
from time to time, have a material adverse effect on our operating results or
cash flows in particular quarterly or annual periods.

We have recorded, in other expenses, charges of $499 million ($317 million
after-tax), $1,895 million ($1,203 million after-tax) and $300 million ($190
million after-tax) for the years ended December 31, 1999, 1998 and 1997,
respectively, for sales practice claims and claims for personal injuries caused
by exposure to asbestos or asbestos-containing products. The charge for the year
ended December 31, 1999 was principally related to the settlement of the
multidistrict litigation proceeding involving alleged improper sales practices,
accruals for sales practices claims not covered by the settlement and other
legal costs. The 1998 charge of $1,895 million was comprised of $925 million and
$970 million for sales practices claims and asbestos-related claims,
respectively. We recorded the accrual for sales practices claims based on
preliminary settlement discussions and the settlement history of other insurers.

Prior to the fourth quarter of 1998, we established a liability for
asbestos-related claims based on settlement costs for claims that we had
settled, estimates of settlement costs for claims pending against us and an
estimate of settlement costs for unasserted claims. The amount for unasserted
claims was based on management's estimate of unasserted claims that would be
probable of assertion. A liability is not established for claims which we
believe are only reasonably possible of assertion. Based on this process, our
accrual for asbestos-related claims at December 31, 1997 was $386 million. Our
potential liabilities for asbestos-related claims are not easily quantified, due
to the nature of the allegations against us, which are not related to the
business of manufacturing, producing, distributing or selling asbestos or
asbestos-containing products, adding to the uncertainty as to the number of
claims brought against us.

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<PAGE> 96

defendants and that, although volatile, there was an upward trend in the
number of total claims brought against asbestos defendants.

During 1998, we paid $1,407 million of premiums for excess of loss
reinsurance and insurance agreements and policies, consisting of $529 million
for the excess of loss reinsurance agreements for sales practices claims and
excess mortality losses and $878 million for the excess insurance policies for
asbestos-related claims.

We obtained the excess of loss reinsurance agreements to provide
reinsurance with respect to sales practices claims made on or prior to December
31, 1999 and for certain mortality losses in 1999. These reinsurance agreements
have a maximum aggregate limit of $650 million, with a maximum sublimit of $550
million for losses for sales practices claims. This coverage is in excess of an
aggregate self-insured retention of $385 million with respect to sales practices
claims and $506 million, plus our statutory policy reserves released upon the
death of insureds, with respect to life mortality losses. At December 31, 1999,
the subject losses under the reinsurance agreements due to sales practices
claims and related counsel fees from the time Metropolitan Life Insurance
Company entered into the reinsurance agreements did not exceed that self-insured
retention. The maximum sublimit of $550 million for sales practices claims was
within a range of losses that management believed was reasonably possible at
December 31, 1998. Each excess of loss reinsurance agreement for sales practices
claims and mortality losses contains an experience fund, which provides for
payments to us at the commutation date if experience is favorable at such date.
We account for the aggregate excess of loss reinsurance agreements as
reinsurance; however, if deposit accounting were applied, the effect on our
consolidated financial statements in 1998, and in 1999 and 2000, would not be
significant. Under reinsurance accounting, the excess of the liability recorded
for sales practices losses recoverable under the agreements of $550 million over
the premium paid of $529 million results in a deferred gain of $21 million which
is being amortized into income over the settlement period from January 1999
through April 2000. Under deposit accounting, the premium would be recorded as
an other asset rather than as an expense, and the reinsurance loss recoverable
and the deferred gain would not have been recorded. Because the agreements also
contain an experience fund which increases with the passage of time, the
increase in the experience fund in 1999 and 2000 under deposit accounting would
be recognized as interest income in an amount approximately equal to the
deferred gain that will be amortized into income under reinsurance accounting.

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that the payments will not have a material adverse effect on our liquidity. Each
asbestos-related policy contains an experience fund and a reference fund that
provides for payments to us at the commutation date if experience under the
policy to such date has been favorable, or pro rata reductions from time to time
in the loss reimbursement to us if the cumulative return on the reference fund
is less than the return specified in the experience fund.

We believe that the excess of loss reinsurance agreements should provide
coverage for a portion of the multidistrict sales practices settlement described
above, although we have yet to file a claim under those agreements. The increase
in liabilities for death benefits and policy adjustments and the cash payments
to be made under the settlement should be substantially offset by amounts
recoverable under those agreements, as well as amounts provided in our
consolidated financial statements, and accordingly we do not believe that they
will have a material adverse effect on our business, results of operations,
financial condition or cash flows in future periods.

We believe adequate provision has been made in our consolidated financial
statements for all reasonably probable and estimable losses for sales practices
and asbestos-related claims.

RISK-BASED CAPITAL. Section 1322 of the New York Insurance Law requires
that New York life insurers report their RBC based on a formula calculated by
applying factors to various asset, premium and statutory reserve items. The
formula takes into account the risk characteristics of the insurer, including
asset risk, insurance risk, interest rate risk and business risk. Section 1322
gives the New York Superintendent of Insurance explicit regulatory authority to
require various actions by, or take various actions against, insurers whose
total adjusted capital does not exceed certain RBC levels. At December 31, 1999,
Metropolitan Life Insurance Company's total adjusted capital was in excess of
each of those RBC levels. See "Business -- Regulation -- Insurance
regulation -- Risk-based capital".

Each of the U.S. insurance subsidiaries of Metropolitan Life Insurance
Company is subject to these same RBC requirements. At December 31, 1999, the
total adjusted capital of each of these insurance subsidiaries was in excess of
each of these RBC levels.

The NAIC has recently adopted the Codification of Statutory Accounting
Principles for life insurers, which is to become effective on January 1, 2001.
Prior to implementation by Metropolitan Life Insurance Company, the Codification
requires adoption by the New York Insurance Department. Based on a study
commissioned by the NAIC, the overall impact to life insurers resulting from
adoption of the Codification is not expected to be materially adverse; however,
a detailed analysis will be necessary to determine the actual impact of the
Codification on the statutory results of operations and statutory financial
position of Metropolitan Life Insurance Company and its U.S. insurance
subsidiaries.

FINANCING. MetLife Funding, Inc. serves as a centralized finance unit for
Metropolitan Life Insurance Company. Pursuant to a support agreement,
Metropolitan Life Insurance Company has agreed to cause MetLife Funding to have
a tangible net worth of at least one dollar. At December 31, 1999 and 1998,
MetLife Funding had a tangible net worth of $10.5 million and $10.9 million,
respectively. MetLife Funding raises funds from various funding sources and uses
the proceeds to extend loans to Metropolitan Life Insurance Company and its
other subsidiaries. MetLife Funding manages its funding sources to enhance the
financial flexibility and liquidity of MetLife. At December 31, 1999 and 1998,
MetLife Funding had total outstanding liabilities of $4.2 billion and $3.6
billion, respectively, consisting primarily of commercial paper.

In connection with our acquisition of the stock of GenAmerica, we incurred
$900 million of short-term debt, consisting primarily of commercial paper. We
intend to repay up to $450 million of that debt with proceeds from the
offerings. We also incurred approximately $3.2 billion of short-term debt,
consisting primarily of commercial paper, in connection with our October 1, 1999
exchange offer to holders of General American Life funding agreements. Through
December 31,

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1999, approximately $1.5 billion of this debt was repaid. The remaining $1.7
billion was included in the outstanding liabilities of MetLife Funding at
December 31, 1999. See "Business -- Acquisition of GenAmerica".

MetLife Funding and Metropolitan Life Insurance Company also maintained $7
billion ($5 billion of which served as back-up for the commercial paper incurred
in connection with the exchange offer to holders of General American Life
funding agreements) and $2 billion in committed credit facilities at December
31, 1999 and 1998, respectively, which served as back-up for MetLife Funding's
commercial paper program and for general corporate purposes. These credit
facilities were not utilized during 1999 or 1998.

SUPPORT AGREEMENTS. In addition to its support agreement with MetLife
Funding, Metropolitan Life Insurance Company has entered into a net worth
maintenance agreement with New England Life Insurance Company ("NELICO"),
whereby it is obligated to maintain NELICO's statutory capital and surplus at
the greater of $10 million or the amount necessary to prevent certain regulatory
action by Massachusetts, the state of domicile of this subsidiary. The capital
and surplus of NELICO at December 31, 1999 and 1998, respectively, was
significantly in excess of the amount that would trigger such an event.
Furthermore, Metropolitan Life Insurance Company has never been called upon to
provide support to NELICO.

In connection with Metropolitan Life Insurance Company's acquisition of
GenAmerica Corporation, Metropolitan Life Insurance Company entered into a net
worth maintenance agreement with General American Life Insurance Company,
whereby Metropolitan Life Insurance Company is obligated to maintain General
American Life's statutory capital and surplus at the greater of $10 million or
the amount necessary to maintain the capital and surplus of General American
Life at a level not less than 180% of the NAIC Risk Based Capitalization Model
and to ensure that General American Life's liquidity is sufficient to meet its
current obligations on a timely basis. The capital and surplus of General
American Life Insurance Company at December 31, 1999 was in excess of the
required amount.

Metropolitan Life Insurance Company has also entered into arrangements with
some of its other subsidiaries and affiliates to assist such subsidiaries and
affiliates in meeting various jurisdictions' regulatory requirements regarding
capital and surplus. In addition, Metropolitan Life Insurance Company has
entered into a support arrangement with respect to reinsurance obligations of
its wholly-owned subsidiary, Metropolitan Insurance and Annuity Company.
Management does not anticipate that these arrangements will place any
significant demands upon MetLife's liquidity resources.

CONSOLIDATED CASH FLOWS. Net cash provided by operating activities was
$3.9 billion, $0.8 billion and $2.9 billion for the years ended December 31,
1999, 1998 and 1997, respectively. In 1999, the change in cash provided by
operating activities was primarily due to strong growth in our Institutional and
Auto & Home segments. The growth in our Institutional segment was primarily
related to strong sales and improved policyholder retention in non-medical
health, primarily in our dental and disability businesses. The growth in Auto &
Home was primarily due to the acquisition of the standard personal lines
property and casualty insurance operations of The St. Paul Companies, as well as
growth in both standard and non-standard auto insurance businesses. In 1998, the
change in cash provided by operating activities was primarily attributable to
$1.4 billion paid in 1998 for excess insurance policies providing coverage for
amounts which may be paid in connection with exposure to asbestos claims and
reinsurance agreements providing coverage for, among other things, amounts which
may be paid or incurred in connection with specified sales practices claims. Net
cash provided by operating activities in 1999, 1998 and 1997 was more than
adequate to meet liquidity requirements.

Net cash (used in) provided by investing activities were $(2.4) billion,
$2.7 billion and $(1.7) billion for the years ended December 31, 1999, 1998 and
1997, respectively. Purchases of investments exceeded sales, maturities and
repayments by $0.5 billion, $7.6 billion and $1.6
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billion in 1999, 1998 and 1997, respectively. In 1999, the significant decrease
in net purchases of investments resulted from a decrease in the reinvestment of
sales proceeds as a result of the funding agreement exchange offer in connection
with the GenAmerica acquisition, as well as the purchase of the individual
disability income business of Lincoln National Life Insurance Company. In 1998,
the significant increase in net purchases of investments resulted from the
reinvestment of proceeds from the sale of MetLife Capital Holdings, Inc. and a
substantial portion of our Canadian operations and cash from our securities
lending program. Prior to 1998, our securities lending program activity was not
reflected in our consolidated balance sheets or consolidated statements of cash
flows. Cash flows for investing activities also increased by $2.7 billion and
$3.8 billion in 1999 and 1998, respectively, as a result of activity from our
securities lending program.

Net cash used in financing activities was $2.0 billion, $3.1 billion and
$0.6 billion for the years ended December 31, 1999, 1998 and 1997, respectively.
Withdrawals from policyholders' account balances exceeded deposits by $2.2
billion, $2.3 billion and $2.8 billion in 1999, 1998 and 1997, respectively.
Short-term financings increased $0.6 billion in 1999 compared with a decrease of
$1.0 billion in 1998, while net reductions in long-term debt were $389 million
in 1999 compared with net additions of $212 million in 1998.

The operating, investing and financing activities described above resulted
in a decrease in cash and cash equivalents of $512 million for the year ended
December 31, 1999, compared with increases of $390 million and $586 million for
the years ended December 1998 and 1997, respectively.

EFFECTS OF INFLATION

We do not believe that inflation has had a material effect on our
consolidated results of operations, except insofar as inflation may affect
interest rates. See "Risk Factors -- Changes in interest rates may significantly
affect our profitability".

MARKET RISK DISCLOSURE

We must effectively manage, measure and monitor the market risk associated
with our invested assets and interest rate sensitive insurance contracts. We
have developed an integrated process for managing risk, which we conduct through
our Corporate Risk Management Department, several asset/liability committees and
additional specialists at the business segment level. We have established and
implemented comprehensive policies and procedures at both the corporate and
business segment level to minimize the effects of potential market volatility.

MARKET RISK EXPOSURES

We have exposure to market risk through our insurance operations and
investment activities. For purposes of this disclosure, "market risk" is defined
as the risk of loss resulting from changes in interest rates, equity prices and
foreign exchange rates.

INTEREST RATES. Our exposure to interest rate changes results from our
significant holdings of fixed maturities, as well as our interest rate sensitive
liabilities. The fixed maturities include U.S. and foreign government bonds,
securities issued by government agencies, corporate bonds and mortgage-backed
securities, all of which are mainly exposed to changes in medium- and long-term
treasury rates. Our interest rate sensitive liabilities for purposes of this
disclosure include guaranteed interest contracts and fixed annuities, which have
the same interest rate exposure (medium- and long-term treasury rates) as the
fixed maturities. We employ product design, pricing and asset/liability
management strategies to reduce the adverse effects of interest rate volatility.
Product design and pricing strategies include the use of SURRENDER CHARGES or
restrictions on withdrawals in some products. Asset/liability management
strategies include the use of derivatives, the purchase of securities structured
to protect against prepayments,
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prepayment restrictions and related fees on mortgage loans and consistent
monitoring of the pricing of our products in order to better match the duration
of the assets and the liabilities they support.

EQUITY PRICES. Our investments in equity securities expose us to changes
in equity prices. We manage this risk on an integrated basis with other risks
through our asset/liability management strategies. We also manage equity price
risk through industry and issuer diversification and asset allocation
techniques.

FOREIGN EXCHANGE RATES. Our exposure to fluctuations in foreign exchange
rates against the U.S. dollar results from our holdings in non-U.S. dollar
denominated fixed maturity securities and equity securities and through our
investments in foreign subsidiaries. The principal currencies which create
foreign exchange rate risk in our investment portfolios are Canadian dollars,
Euros, German marks, French francs, Spanish pesetas and British pounds. We
mitigate the majority of our fixed maturities' foreign exchange rate risk
through the utilization of foreign currency swaps and forward contracts. Through
our investments in foreign subsidiaries, we are primarily exposed to the Spanish
peseta, Mexican peso, Argentinean dollar and Korean won. We have denominated all
assets and liabilities of our foreign subsidiaries in their respective local
currencies, thereby minimizing our risk to foreign exchange rate fluctuations.

RISK MANAGEMENT

CORPORATE RISK MANAGEMENT. We have established several financial and
non-financial senior management committees as part of our risk management
process. These committees manage capital and risk positions, approve
asset/liability management strategies and establish appropriate corporate
business standards.

We also have a separate Corporate Risk Management Department, which is
responsible for risk throughout MetLife and reports directly to our Chief
Actuary. The Corporate Risk Management Department's primary responsibilities
consist of:

- implementing a board of directors-approved corporate risk framework,
which outlines our approach for managing risk on an enterprise-wide
basis;

- developing policies and procedures for managing, measuring and monitoring
those risks identified in the corporate risk framework;

- establishing appropriate corporate risk tolerance levels;

- deploying capital on a risk-adjusted basis; and

- reporting on a periodic basis to the Audit Committee of the board of
directors and our various financial and non-financial senior management
committees.

ASSET/LIABILITY MANAGEMENT. At MetLife, asset/liability management is the
responsibility of the General Account Portfolio Management Department ("GAPM"),
the operating business segments and various GAPM boards. The GAPM boards are
comprised of senior officers from the investment department, senior managers
from each business segment and the Chief Actuary. The GAPM boards' duties
include setting broad asset/liability management policy and strategy, reviewing
and approving target portfolios, establishing investment guidelines and limits
and providing oversight of the portfolio management process.

The portfolio managers and asset sector specialists, who have
responsibility on a day-to-day basis for risk management of their respective
investing activities, implement the goals and objectives established by the GAPM
boards. The goals of the investment process are to optimize after-tax,
risk-adjusted investment income and after-tax, risk-adjusted total return while
ensuring that the assets and liabilities are managed on a cash flow and duration
basis. The risk

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management objectives established by the GAPM boards stress quality,
diversification, asset/liability matching, liquidity and investment return.

Each of our business segments has an asset/liability officer who works with
portfolio managers in the investment department to monitor investment, product
pricing, hedge strategy and liability management issues. We establish target
asset portfolios for each major insurance product, which represent the
investment strategies used to profitably fund our liabilities within acceptable
levels of risk. These strategies include objectives for effective duration,
yield curve sensitivity, convexity, liquidity, asset sector concentration and
credit quality.

To manage interest rate risk, we perform periodic projections of asset and
liability cash flows to evaluate the potential sensitivity of our securities
investments and liabilities to interest rate movements. These projections
involve evaluating the potential gain or loss on most of our in-force business
under various increasing and decreasing interest rate environments. We have
developed models of our in-force business that reflect specific product
characteristics and include assumptions based on current and anticipated
experience regarding lapse, mortality and interest crediting rates. In addition,
these models include asset cash flow projections reflecting interest payments,
sinking fund payments, principal payments, bond calls, mortgage prepayments and
defaults. New York Insurance Department regulations require that we perform some
of these analyses annually as part of the annual proof of the sufficiency of our
regulatory reserves to meet adverse interest rate scenarios.

HEDGING ACTIVITIES. Our risk management strategies incorporate the use of
various interest rate derivatives that are used to adjust the overall duration
and cash flow profile of our invested asset portfolios to better match the
duration and cash flow profile of our liabilities to reduce interest rate risk.
Such instruments include interest rate swaps, futures and caps. We also use
foreign currency swaps and forward contracts to hedge our foreign currency
denominated fixed income investments.

RISK MEASUREMENT; SENSITIVITY ANALYSIS

We measure market risk related to our holdings of invested assets and other
financial instruments, including certain market risk sensitive insurance
contracts ("other financial instruments"), based on changes in interest rates,
equity prices and foreign currency rates, utilizing a sensitivity analysis. This
analysis estimates the potential changes in fair value, cash flows and earnings
based on a hypothetical 10% change (increase or decrease) in interest rates,
equity prices and currency exchange rates. We believe that a 10% change
(increase or decrease) in these market rates and prices is reasonably possible
in the near-term. In performing this analysis, we used market rates at December
31, 1999 to re-price our invested assets and other financial instruments. The
sensitivity analysis separately calculated each of our market risk exposures
(interest rate, equity price and currency rate) related to our non-trading
invested assets and other financial instruments. We do not maintain a trading
portfolio.

The sensitivity analysis we performed included the market risk sensitive
holdings described above under "Market Risk Disclosure". We modeled the impact
of changes in market rates and prices on the fair values of our invested assets,
earnings and cash flows as follows:

FAIR VALUES. We base our potential loss in fair values on an immediate
change (increase or decrease) in:

- the net present values of our interest rate sensitive exposures resulting
from a 10% change (increase or decrease) in interest rates;

- the U.S. dollar equivalent balances of our currency exposures due to a
10% change (increase or decrease) in currency exchange rates; and

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- the market value of our equity positions due to a 10% change (increase or
decrease) in equity prices.

EARNINGS AND CASH FLOWS. We calculate the potential loss in earnings and
cash flows on the change in our earnings and cash flows over a one-year period
based on an immediate 10% change (increase or decrease) in market rates and
equity prices. The following factors were incorporated into our earnings and
cash flows sensitivity analyses:

- the reinvestment of fixed maturity securities;

- the reinvestment of payments and prepayments of principal related to
mortgage-backed securities;

- prepayment rates on mortgage-backed securities were re-estimated for each
10% change (increase or decrease) in the interest rates; and

- expected turnover (sales) of fixed maturities and equity securities,
including the reinvestment of the resulting proceeds.

The sensitivity analysis is an estimate and should not be viewed as
predictive of our future financial performance. We cannot assure that our actual
losses in any particular year will not exceed the amounts indicated in the table
below. Limitations related to this sensitivity analysis include:

- the market risk information is limited by the assumptions and parameters
established in creating the related sensitivity analysis, including the
impact of prepayment rates on our mortgages;

- the analysis excludes other significant real estate holdings and
liabilities pursuant to insurance contracts; and

- the model assumes that the composition of our assets and liabilities
remains unchanged throughout the year.

Accordingly, we use such models as tools and not substitutes for the
experience and judgment of our corporate risk and asset/liability management
personnel.

Based on our analysis of the impact of a 10% change (increase or decrease)
in market rates and prices, we have determined that such a change could have a
material adverse effect on the fair value of our interest rate sensitive
invested assets. The equity and foreign currency portfolios do not expose us to
material market risk.

The table below illustrates the potential loss in fair value of our
interest rate sensitive financial instruments at December 31, 1999. In addition,
the potential loss with respect to fair value of currency exchange rates and our
equity price sensitive positions at December 31, 1999 is set forth in the table
below.

The potential loss in fair value for each market risk exposure of our
portfolio, all of which is non-trading, for the periods indicated was (in
millions):

<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------
1999 1998
-------- --------
<S> <C> <C>
Interest rate risk............................... $5,044.3 $3,977.1
Equity price risk................................ $ 198.0 $ 247.6
Currency exchange rate risk...................... $ 262.5 $ 260.0
</TABLE>

YEAR 2000 READINESS

The Year 2000 issue is the result of many computer hardware and software
systems using only two digits, rather than four, to represent a calendar year.
Without appropriate remediation or

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replacement, such systems may not process dates beyond 1999. This system problem
could result in a system failure or miscalculations causing disruptions of
operations, including, but not limited to, a temporary inability to process
transactions and engage in normal business activities.

Given the potential impact of the Year 2000 issue on us, in 1996 we
established a centralized Project Management Office within our Information
Technology Department. The Project Management Office developed a plan that
identified the processes and steps to take so that all of MetLife's own computer
applications, as well as our voice and data communication systems, would
continue to function properly in and beyond the Year 2000.

The scope of our Year 2000 plan included testing the readiness of:
applications, operating systems and hardware on mainframes, personal computers
and local area network platforms; voice and data network software and hardware;
and some non-information technology systems in buildings, facilities and
equipment, including, but not limited to, security systems and building
controls. In addition, we established procedures to contact key suppliers,
customers, joint venture partners and other business parties regarding their
Year 2000 readiness.

The phases of our Year 2000 plan were: (1) identifying Year 2000 problems
and assigning priorities; (2) assessing the Year 2000 compliance of each of our
business segments; (3) remediating or replacing items for Year 2000 compliance;
(4) testing items for Year 2000 compliance at each of our business segments; and
(5) designing and implementing Year 2000 contingency and business continuity
plans.

We completed phases (1) through (4) by June 30, 1999. We completed phase
(5) by the end of 1999. As to our systems certification, each of our business
segments conducted testing for Year 2000 compliance. We evaluated and tested
each system using a standard certification process and used both internal and
external resources in connection with our certification process. The
certification process included, among other procedures, testing of future dates
near the end of 1999, after the beginning of 2000 and for the leap year. We also
conducted tests of our business-critical systems on an enterprise-wide basis. At
December 31, 1999, approximately 100% of our information technology applications
and systems, security systems, building controls and utilities located in
facilities owned and operated by MetLife were Year 2000 compliant.

As part of our Year 2000 plan, we initiated formal communications with all
of our significant business partners, such as suppliers and customers, to
determine the extent to which we may have been vulnerable to those third
parties' failure to remediate their own Year 2000 issues. A majority of our
significant business partners gave assurances that they were Year 2000 ready by
December 31, 1999. As of the date of this prospectus, we are not aware of any
material Year 2000-related problems experienced by our information technology
and non- information technology systems. We have not been informed by any other
companies, governmental agencies or other entities on which we rely that any
such parties experienced any material Year 2000-related problems. We cannot
guarantee, however, that we or the other companies, governmental agencies or
other entities on which we rely will not experience any Year 2000-related
problems in the future. If such problems do occur, there can be no assurance
that they will not have a material adverse effect on our business, results of
operations and financial condition.

Through December 31, 1999, we had incurred and expensed approximately $220
million related to assessment and remediation or replacement in connection with
our Year 2000 plan. We funded these costs through operating cash flows, expensed
as incurred. During 2000, we expect to have additional Year 2000-related
expenses of approximately $5 million.

Detailed business contingency plans have been developed to address Year
2000 risks that may affect our ability to conduct business. However, we cannot
guarantee that such contingency plans will mitigate all future Year 2000 issues
or prevent future Year 2000 issues from having a material adverse effect on our
business, results of operations and financial condition.

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INSOLVENCY ASSESSMENTS

Most of the jurisdictions in which we are admitted to transact business
require life insurers doing business within the jurisdiction to participate in
guaranty associations, which are organized to pay contractual benefits owed
pursuant to insurance policies issued by impaired, insolvent or failed life
insurers. These associations levy assessments, up to prescribed limits, on all
member insurers in a particular state on the basis of the proportionate share of
the premiums written by member insurers in the lines of business in which the
impaired, insolvent or failed insurer engaged. Some states permit member
insurers to recover assessments paid through full or partial premium tax
offsets. Assessments levied against us from January 1, 1997 through December 31,
1999 aggregated $62 million. We maintained a liability of $31 million at
December 31, 1999 for future assessments in respect of currently impaired,
insolvent or failed insurers.

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THE DEMUTUALIZATION

The following is a summary of the material terms of Metropolitan Life
Insurance Company's plan of reorganization. Although we believe the material
provisions of the plan of reorganization have been accurately summarized, you
should refer to the plan of reorganization itself, a copy of which is filed as
an exhibit to the registration statement of which this prospectus forms a part.

PURPOSE

The main purpose of the demutualization is to change our corporate
structure to increase our potential for long-term growth and financial strength.
We believe that our ability, as a stock company, to issue shares of stock will
enable us to raise money more efficiently and will provide us with greater
flexibility to make business acquisitions and combinations. This will allow us
to increase our market leadership, financial strength and strategic position,
providing additional security to our policyholders.

The demutualization will also make it easier for us to take advantage of
changes in laws removing restrictions on affiliations between insurers and other
types of financial services companies, such as banks. In addition, the
demutualization will provide previously unavailable economic value to eligible
policyholders in the form of allocated shares of MetLife, Inc. common stock
(which will be held in the MetLife Policyholder Trust), cash or policy credits,
in exchange for their policyholders' membership interests in Metropolitan Life
Insurance Company.

SUMMARY OF THE PLAN OF REORGANIZATION

On the date the plan of reorganization becomes effective (which will be the
date of the closings of the initial public offering of common stock and this
offering of units and the private placements), Metropolitan Life Insurance
Company will convert from a mutual life insurance company to a stock life
insurance company, and become a wholly-owned subsidiary of MetLife, Inc. Each
policyholder's membership interest will be extinguished on the plan effective
date and, in consideration thereof, each eligible policyholder will be entitled
to receive, in exchange for that interest, trust interests representing shares
of common stock, cash or an adjustment to their policy values in the form of
policy credits, as provided in the plan. We will allocate consideration among
eligible policyholders based on actuarial principles. For a description of the
actuarial principles used in this allocation, see "The
Demutualization -- Payment of Consideration to Eligible Policyholders".

The plan of reorganization requires us to make the initial public offering
and to raise proceeds from the initial public offering of common stock, together
with this offering of units and the private placements, in an amount, net of
underwriting commissions and related expenses, at least equal to the amounts
required for us to reimburse Metropolitan Life Insurance Company for the
crediting of policy credits and payment of mandatory cash payments to eligible
policyholders pursuant to the plan of reorganization and to reimburse
Metropolitan Life Insurance Company for the cash payments to be made by its
Canadian branch to certain holders of policies included in its Canadian business
sold to Clarica Life Insurance Company in 1998, as well as to pay the fees and
expenses we have incurred in connection with the demutualization.

The plan also permits us to complete one or more private placements and
other specified capital raising transactions on the effective date of the plan.
Concurrently with this offering, we expect to sell not less than 14,900,000
shares nor more than 73,000,000 shares in the aggregate to Banco Santander
Central Hispano, S.A. and Credit Suisse Group or their respective affiliates in
private placements. In addition, we are making an initial public offering of
179,000,000 shares of common stock for an aggregate offering of $2,506 million,
plus up to an additional $376 million if the underwriters' options to purchase
additional shares are exercised in full. Under the plan of reorganization, the
total proceeds raised in this offering of units cannot exceed one-third of the
total proceeds raised in this offering, the initial public offering of common
stock and the private
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placements. The amount of proceeds from and final terms of the units will depend
on market conditions and our capital needs at the time of issuance. We cannot
proceed with any offering relating to the units and the private placements
without the approval of the New York Superintendent of Insurance. In addition,
the final terms of the initial public offering, the offering of units and the
private placements must be approved by the New York Superintendent.

Pursuant to the New York Insurance Law, the board of directors of
Metropolitan Life Insurance Company adopted the plan of reorganization on
September 28, 1999, and subsequently adopted amendments to the plan. The plan of
reorganization must also be approved by at least two-thirds of the votes validly
cast by the eligible policyholders. The plan of reorganization defines eligible
policyholders as the owners on September 28, 1999, the adoption date of the
plan, of certain policies issued by Metropolitan Life Insurance Company that
were in force on that date. The plan was approved by more than two-thirds of
eligible policyholders who voted in voting completed on February 7, 2000. The
vote of our policyholders was 2,572,832 votes in favor, 188,914 votes opposed.

The plan of reorganization will not become effective unless, after
conducting a public hearing on the plan, the New York Superintendent approves it
based on a finding, among other things, that the plan is fair and equitable to
policyholders. The New York Superintendent held a public hearing on the plan on
January 24, 2000. At the public hearing, some policyholders and others raised
objections to certain aspects of the plan. In addition, a civil complaint
challenging the fairness of the plan and the adequacy and accuracy of the
disclosures to policyholders regarding the plan has been filed in the New York
Supreme Court for Kings County on behalf of an alleged class consisting of the
policyholders of Metropolitan Life Insurance Company who are eligible to receive
notice, vote and receive consideration in the demutualization. The complaint
seeks to enjoin or rescind the plan and seeks other relief. See "Risk
Factors -- A challenge to the New York Superintendent of Insurance's approval
may adversely affect the terms of the demutualization and the market price of
our common stock".

We began incurring expenses related directly or indirectly to the
demutualization during 1998. We estimate that expenses relating to the
demutualization, excluding costs relating to the offerings and the private
placements, will total approximately $361 million, net of income taxes of $83
million. Demutualization expenses consist of our cost of printing and mailing
materials to policyholders and our aggregate cost of engaging independent
accounting, actuarial, compensation, financial, investment banking and legal
advisors and other consultants to advise us in the demutualization process and
related matters, as well as other administrative costs. The New York
Superintendent has also engaged experts to provide actuarial, investment
banking, legal and auditing advice. Pursuant to the New York Insurance Law, we
must pay the fees and expenses of such consultants, which fees and expenses are
included in the above amounts. We have also agreed to indemnify certain of our
consultants and consultants to the New York Superintendent against liabilities
arising out of their engagements in connection with the demutualization.

PAYMENT OF CONSIDERATION TO ELIGIBLE POLICYHOLDERS

On the effective date of the plan of reorganization:

- the policyholders' membership interests will be extinguished and each
eligible policyholder will be allocated a number of trust interests equal
to the number of shares of our common stock allocated to such
policyholder, except that some eligible policyholders will receive cash
or an adjustment to their policy values, known as policy credits; and

- Metropolitan Life Insurance Company will become a stock life insurance
company and a wholly-owned subsidiary of MetLife, Inc.

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We will distribute cash to:

- each eligible policyholder whose mailing address is outside the U.S.;

- each eligible policyholder or class of eligible policyholders for whom we
determine in good faith, to the satisfaction of the New York
Superintendent of Insurance, that it is not reasonably feasible or
appropriate to provide consideration in the form that such policyholder
would otherwise receive;

- each owner of an industrial life insurance policy in reduced paid-up
status with respect to whom we have a reasonable belief, after a
reasonable effort to locate such policyholder, that the mailing address
as shown on our records is an address at which mail to such policyholder
is undeliverable; and

- each group eligible policyholder that is an owner of an individual
retirement annuity or a tax sheltered annuity, and elects to receive cash
instead of common stock (but this provision will apply only to that
policy).

In addition to the cash payments described above, we will make cash
payments to any eligible policyholder (other than an eligible policyholder
required to receive policy credits or cash) that has affirmatively elected on or
before February 7, 2000 to receive cash for such policyholder's allocated
shares. There may be a limit to the amount of funds available to pay cash
compensation to eligible policyholders that elect to receive cash. The plan
provides that the initial public offering and the offering of units must raise
proceeds, net of underwriting commissions and related expenses, in an amount at
least equal to the amount paid by Metropolitan Life Insurance Company to fund
mandatory cash payments pursuant to the plan and policy credits to policyholders
and to pay fees and expenses incurred by Metropolitan Life Insurance Company
related to the demutualization, as well as to reimburse Metropolitan Life
Insurance Company for amounts to be paid by its Canadian branch to certain
former Canadian policyholders. If the initial public offering, the offering of
units and the private placements are not of a sufficient size to fund the
payment of cash to all eligible policyholders that elect to receive cash, it is
possible that the plan will become effective but that cash will not be paid to
all eligible policyholders electing to receive cash. If this were to happen,
cash will be paid as follows:

- each individual eligible policyholder that elects to receive cash will
receive consideration in the form of cash;

- each group eligible policyholder that elects to receive cash and is
allocated not more than 25,000 shares will receive consideration in the
form of cash; and

- each group eligible policyholder that elects to receive cash and is
allocated more than 25,000 shares will receive consideration in the form
of:

- cash, with respect to the first 25,000 shares allocated to the
eligible policyholder; and

- either shares of common stock (to be held in the trust) or a
combination of cash and shares of common stock (to be held in the
trust), with respect to the remaining shares allocated to the eligible
policyholder. Such cash will be allocated to each such eligible
policyholder on a pro rata basis based on the proportion that the
total number of shares in excess of 25,000 shares allocated to such
eligible policyholder bears to the total number of shares in excess of
25,000 shares allocated to all eligible policyholders allocated more
than 25,000 shares that have elected to receive cash.

These proration provisions will not apply to any group eligible policyholder
that is an owner of an individual retirement annuity or a tax sheltered annuity
who elects to receive cash instead of common stock (to be held in the trust),
but only with respect to that policy. The maximum number of allocated shares for
which cash will be available will depend on a number of factors, including the
number of policyholders that elect to receive cash, market conditions and the
size of the initial public offering, the offering of the units and the private
placements.

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Until the second year after the plan effective date, if there is an
underwritten public offering by us of common stock, we will offer to each trust
beneficiary holding at the time more than 25,000 trust interests and whose cash
election was not fully satisfied the opportunity to include a number of shares
equal to all of the trust beneficiary's trust interests in the offering. Each
such trust beneficiary may then elect whether it wants to include some or all of
its common stock (held in the trust) in the offering. We will include all shares
desired to be sold in the offering. However, if, based on the advice of a
nationally recognized investment banking firm selected by us, our board of
directors believes that including all such shares would be likely to have an
adverse effect on the price, timing or distribution of the offering, only those
shares, if any, that the board of directors determines can be included without
adversely affecting the offering will be included. If this were to occur, we
will prorate the number of shares that each such trust beneficiary may include
in the offering based on the number of trust interests that each such trust
beneficiary elected to have included in the offering. We will enter into an
underwriting agreement with the underwriters, which will contain indemnification
and other terms acceptable to us and the underwriters. We will bear the costs of
conducting the offering, including the fees and expenses of the underwriters for
the offering. We will establish reasonable procedures for the participation of
such trust beneficiaries in any such offering.

Eligible policyholders owning policies that are individual retirement
annuities, tax sheltered annuities, tax qualified individual life insurance
policies and individual annuity contracts, life or health insurance funding
accounts and guaranteed life insurance funding accounts are required to receive
consideration in the form of policy credits. However, if any such policy has
matured by death or otherwise been surrendered or terminated after September 28,
1999, but prior to the date on which the policy credits would have been
credited, cash in the amount of the policy credits will be paid in lieu of the
policy credits to the person to whom the death benefit, surrender value or other
payment at termination was made under such policy.

The remaining eligible policyholders will be entitled to receive on the
effective date of the plan their allocated shares of Metropolitan Life Insurance
Company common stock, which will then be exchanged on such date for an equal
number of shares of our common stock to be held by the MetLife Policyholder
Trust. We will distribute consideration to eligible policyholders receiving cash
or policy credits as soon as reasonably practicable following the effective date
of the plan, but in any event not later than 60 days after the effective date,
or such later date as may be approved by the New York Superintendent of
Insurance.

Regardless of whether an eligible policyholder is receiving allocated trust
interests, cash or policy credits, the consideration an eligible policyholder
receives under the plan of reorganization will be based on the number of shares
of common stock allocated to the eligible policyholder pursuant to the terms of
the plan of reorganization. The formula for allocating shares of common stock
among eligible policyholders consists of two components. We will allocate a
fixed number of shares of common stock equal to ten shares to each eligible
policyholder, regardless of the number of policies owned by that eligible
policyholder. Additional shares will also be allocated to each eligible
policyholder holding a participating policy -- that is, a policy that is not by
its terms ineligible for dividend payments. The number of such additional shares
will vary for each such eligible policyholder based upon an actuarial formula,
specified in the plan of reorganization, that takes into account, among other
things, the past and future contributions to our statutory surplus from policies
held by the eligible policyholder, as determined by historical experience and
expected future performance.

The amount of the consideration to be paid to an eligible policyholder in
the form of cash or policy credits will generally equal the number of shares of
common stock allocated to the eligible policyholder multiplied by the price per
share at which our common stock is offered to the public in the initial public
offering. The initial public offering price, which will be established through
arm's length negotiations with representatives of the underwriters, will be
based on, among other things, prevailing market conditions, our historical
performance, estimates of our business potential and earnings prospects, an
assessment of our management and consideration of the
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above factors in relation to market valuations of companies in related
businesses. In addition, the final terms of the initial public offering,
including the initial public offering price of our common stock, will be subject
to the approval of the New York Superintendent of Insurance.

We have retained PricewaterhouseCoopers LLP to advise us in connection with
actuarial matters involved in the development of the plan of reorganization and
the payment of consideration to eligible policyholders. The opinion of Kenneth
M. Beck, a principal with the firm of PricewaterhouseCoopers LLP, dated November
16, 1999, states that the plan for allocation of consideration to eligible
policyholders (as defined in the plan of reorganization) as set forth in the
plan of reorganization is fair and equitable to the policyholders of
Metropolitan Life Insurance Company as required by Section 7312 of the New York
Insurance Law. This opinion is included as Annex A of this prospectus.

ESTABLISHMENT AND OPERATION OF THE METLIFE POLICYHOLDER TRUST

Under our plan of reorganization, we will establish the MetLife
Policyholder Trust to hold the shares of our common stock allocated to eligible
policyholders not receiving cash or policy credits.

Each trust beneficiary will have the right to elect to withdraw from the
trust shares of common stock for sale, without the payment of commissions or
brokerage fees, pursuant to the purchase and sale program described below. Sales
may be made at any time after the later of (1) the termination of any
stabilization arrangements and trading restrictions in connection with the
initial public offering and (2) the closing of all underwriters' over-allotment
options which have been exercised and the expiration of all unexercised options
in connection with the initial public offering. We expect that these sales may
begin within approximately 30 days after the plan effective date. In addition,
beginning one year after the plan effective date, trust beneficiaries may elect
to withdraw all (but not less than all) of their allocated shares of our common
stock held through the trust to hold the shares directly, in book entry or
certificated form, or to sell the shares themselves independently, if they wish.
Each trust beneficiary holding fewer than 1,000 trust interests may also
purchase additional shares of our common stock (to be held in the trust) through
the purchase and sale program to increase the trust beneficiary's interests up
to a maximum of 1,000 interests.

The purchase and sale program will be administered by ChaseMellon
Shareholder Services, L.L.C., the program agent for the purchase and sale
program and the custodian for the trust. Generally, each beneficiary may elect
to withdraw from the trust the beneficiary's allocated shares of our common
stock for sale through the purchase and sale program, subject to the following
limitations:

- each trust beneficiary holding 199 or fewer trust interests may elect to
withdraw from the trust for sale the number of shares of our common stock
held by the trust equal to all, but not less than all, of the
beneficiary's trust interests;

- each trust beneficiary holding more than 199 trust interests may elect to
withdraw from the trust for sale a number of shares of our common stock
held by the trust equal to all or part of the beneficiary's trust
interests, subject to the limitation that partial withdrawals may be made
only in increments of 100 shares, and that following any such withdrawal
for sale of part of the trust beneficiary's trust interests the trust
beneficiary holds at least 100 trust interests; and

- for the first 300 days following the effective date of the plan, each
trust beneficiary holding more than 25,000 trust interests will be
subject to the volume limitations described below. Under the purchase and
sale program procedures, if the total shares of our common stock to be
sold on the open market on behalf of trust beneficiaries holding more
than 25,000 trust interests on any day exceed the lesser of (i) 1/20th of
1% of the number of shares of our common stock outstanding and (ii) 25%
of the average daily trading volume for the 20 trading days (or such
shorter period, if fewer than 20 trading days have elapsed since

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the plan effective date) preceding the trade, the broker-dealer will only
process trades on the open market up to that limit for trust
beneficiaries holding more than 25,000 shares. The broker-dealer
affiliate of the program agent will either defer the excess shares to the
next trading day (which will be subject to the same volume limitations on
that day) or sell the shares as principal through a block trade or
through a nationally recognized brokerage firm that will sell the shares,
as agent, at market clearing prices. For a period of 90 days following
the plan effective date, only the lead managing underwriters for the
initial public offering may sell, as joint agents, the excess shares.
After the first 300 days, these limitations will no longer apply and
withdrawals for sale may be made as permitted under the trust agreement
and the purchase and sale program procedures.

Except for the limitations on sales by trust beneficiaries holding more than
25,000 trust interests, purchases and sales will generally be processed on the
first or second trading day after the day on which instructions are received,
subject to limited exceptions such as an act of God or significant market
disruption.

In addition, the trust agreement allows trust beneficiaries to instruct the
trust custodian to withdraw their allocated trust shares to participate in any
tender or exchange offer or counter offer for our common stock and to make any
cash or share election, or perfect any dissenter's rights, in connection with a
merger of MetLife, Inc.

In addition to the sale features of the purchase and sale program, the
program will permit trust beneficiaries holding fewer than 1,000 trust interests
to elect to purchase additional shares of our common stock (to be held in the
trust) on their behalf, subject to the conditions that upon completion of the
purchase the beneficiary holds no more than 1,000 interests and the total cost
for the purchased shares is at least $250 (or such lesser amount required to
purchase a number of shares that would cause it to hold the 1,000 maximum number
of interests at the closing price of our common stock on the trading day
immediately prior to the mailing of such funds). These purchases may be made at
any time beginning on the first trading day following the 90th day after the
effective date of the plan of reorganization.

Trust beneficiaries making such purchase or sale elections will not be
required to pay any brokerage commissions, mailing charges, registration fees or
other administrative or similar expenses. All purchase and sale elections
received by the program agent for the purchase and sale program will be
processed pursuant to policies and procedures set forth as Exhibit J to the plan
of reorganization, a copy of which has been filed as an exhibit to the
Registration Statement of which this prospectus forms a part. These procedures
may be amended in the future. Trust beneficiaries will be notified of any
changes to the purchase and sale program procedures in the future. Any changes
to the procedures before the first anniversary of the effective date of the plan
of demutualization would require the approval of the New York Superintendent of
Insurance.

The trustee has the exclusive and absolute right to vote, assent or consent
the shares of common stock held in the trust at all times during the term of the
trust. Generally, on all matters brought to our stockholders for a vote, the
trustee will vote in accordance with the recommendation given by our board of
directors to our stockholders or, if no such recommendation is given, as
directed by our board. However, if the matter concerns any of the matters
described below, the trustee will solicit instructions from the trust
beneficiaries and will vote, assent or consent all trust shares, including for
purposes of determining a quorum, in favor of, in opposition to or abstaining
from the matter in the same ratio as trust interests of the trust beneficiaries
who returned voting instructions to the trustee indicated preferences for voting
in favor of, in opposition to or abstaining from such matter. If any such
calculation of votes would require a fractional vote, the trustee will vote the
next lower number of whole shares. In these

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matters, instructions actually given by trust beneficiaries would have
disproportionate weight in the voting. These matters are:

- 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 our 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 the
vacancy caused by the removal of a director by stockholders, provided
that the stockholder making the nomination or proposal deposits funds for
the payment of postage and other expenses for mailing proxy materials to
all of the trust beneficiaries, or such lesser number, holding at least a
majority of the trust interests, that the stockholder seeks to solicit;

- 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 our stockholders under
applicable Delaware law;

- 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;

In the event that voting instructions are required to be solicited from trust
beneficiaries, trust beneficiaries will be mailed proxy statements, annual
reports and other materials with respect to any matter upon which they will
direct the voting of the shares held by the trust. In addition, the custodian
will prepare and mail to each beneficiary (1) an annual statement regarding the
status of such beneficiary's trust interests and any dividends and distributions
received by the trustee with respect to such interests, as well as any interest
earned by the trust with respect to such dividends and distributions, and the
procedures for notifying the custodian of any discrepancies or errors with
respect to such statement, and (2) a notice of the beneficiary's right to make
purchase, sale and withdrawal elections. The custodian will also prepare, file
and mail to each beneficiary all information reports required under federal,
state and local law in respect of the trust beneficiaries. The trustee will
register the trust interests under the Securities Exchange Act of 1934, as
amended, and will prepare and file all periodic and other reports and other
documents pursuant to that Act, including annual reports on Form 10-K containing
financial information regarding the trust, including the amount of dividends
received on the shares of our common stock held by the trust, income from
investments made by the trust and the distribution of those amounts to trust
beneficiaries. The trust will file a similar report on Form 8-K whenever
non-annual distributions are made to trust beneficiaries. The custodian will
inform trust beneficiaries annually, in connection with the expected annual
mailing of dividend checks and account statements, of the availability of the
annual report, and trust beneficiaries who telephone the toll-free number in
order to participate in the purchase and sale program or to obtain further
information will be informed that the annual report is available on our website
or by mail upon request.

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Beneficiaries will be prohibited from selling, transferring, assigning,
encumbering, or granting any option or any other interest in, or otherwise
disposing of, their trust interests, except in limited circumstances set forth
in the trust agreement. Cash dividends, if any, collected or received by the
trustee with respect to the shares of our common stock held by the trust will be
invested by the trustee and distributed, together with interest earned thereon
and net of any applicable withholding taxes, through the custodian of the trust
to the beneficiaries. Regular cash dividends, including interest net of income
taxes, received by June 30 in any calendar year will be distributed on the
following July 31, and those received by December 31 will be distributed on the
following January 31, provided that in no event will such distribution be made
more than 90 days after the receipt of dividends by the trustee. Notwithstanding
this provision, we currently expect to pay dividends directly to the trust
beneficiaries at the same time they are paid to stockholders. Dividends or other
distributions in common stock will be allocated to the beneficiaries pro rata in
accordance with their respective interests in the trust and held by the trustee
as part of the corpus of the trust. All other distributions we may make to
stockholders will be held by the trustee and distributed through the custodian
of the trust as provided in the trust agreement. We will reimburse the trustee
and the custodian for all taxes, fees, commissions and other reasonable
out-of-pocket expenses incurred by the trustee and the custodian, respectively,
except that we will not reimburse the trustee and the custodian for the expense
of mailing to beneficiaries any proxy or other materials received by the trustee
on behalf of persons other than us.

Unless it shall have been previously terminated, the trust will terminate
upon the earlier of:

- 90 days after the trustee receives notice from us that the number of
shares of our common stock held by the trust is 10% or less of the number
of issued and outstanding shares of our common stock; or

- the date on which the last share of our common stock held by the trust
has been withdrawn, distributed or exchanged.

The trust may be terminated earlier upon the first to occur of the
following:

- the 90th day after the trustee receives written notice from us, given in
our discretion, that the number of shares of our common stock held by the
trust is 25% or less of the number of issued and outstanding shares of
our common stock;

- the trustee receives written notice that our board of directors has
determined that continuation of the trust is or is reasonably expected to
become burdensome to us or the trust beneficiaries because of changes in
law or other circumstances;

- any rights issued under a stockholder rights plan adopted by us and held
by the trust pursuant to the trust agreement become separately tradeable
from the shares of our common stock held by the trust to which they
relate; or

- the entry of a final order for termination or dissolution of the trust or
similar relief by a court of competent jurisdiction.

If the trust has not otherwise terminated, it will terminate on the date
necessary to avoid a violation of the rule against perpetuities, if such rule is
applicable.

Upon termination of the trust, the remaining shares of our common stock
held by the trust will be distributed to the trust beneficiaries pro rata, in
accordance with their respective interests in the trust, in book entry form, to
the extent permitted by applicable law, or as otherwise directed by each trust
beneficiary, together with the trust beneficiaries' pro rata share of all unpaid
distributions and dividends and interest earned thereon. The trust provides
that, concurrently with the winding up of the trust, we may, in our discretion,
offer to purchase all or a portion of the shares of our common stock from the
trust at a price equal to the average of the closing prices of our common stock
on the 20 consecutive trading days preceding such offer.

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ESTABLISHMENT AND OPERATION OF THE CLOSED BLOCK

The closed block is an accounting mechanism established to ensure that the
reasonable dividend expectations of policyholders who own certain individual
insurance policies are met. As set forth in the closed block memorandum included
as a schedule to the plan of reorganization, a copy of which has been filed as
an exhibit to the Registration Statement of which this prospectus forms a part,
we will allocate assets to the closed block in an amount that produces cash
flows which, together with anticipated revenue from the closed block policies,
are reasonably expected to be sufficient to support obligations and liabilities
relating to these policies, including, but not limited to, provisions for the
payment of claims and certain expenses and taxes and for continuation of
policyholder dividend scales in effect for 1999, if the experience underlying
such scales continues, and for appropriate adjustments in such scales if the
experience changes. The establishment and operation of the closed block will not
modify or amend the provisions of the policies included therein.

The closed block assets, the cash flows generated by the closed block
assets and the anticipated revenues from the policies in the closed block will
benefit only the holders of the policies included in the closed block. Any cash
flows in excess of amounts assumed will be available for distribution over time
to closed block policyholders and will not be available to our stockholders. See
Note 1 of "Notes to Pro Forma Consolidated Financial Information" for a more
detailed description of the manner in which the financial results of the closed
block will affect the accounting presentation of our results of operations. To
the extent that, over time, cash flows from the assets allocated to the closed
block and claims and other experience relating to the closed block are, in the
aggregate, more or less favorable than assumed in establishing the closed block,
total dividends paid to closed block policyholders in the future may be greater
than or less than the total dividends that would have been paid to these
policyholders if the policyholder dividend scales in effect for 1999 had been
continued. Dividends on policies included in the closed block, as in the past,
will be declared at the discretion of the board of directors of Metropolitan
Life Insurance Company, may vary from time to time, reflecting changes in
investment income, mortality, persistency and other experience factors, and are
not guaranteed. We will not be required to support the payment of dividends on
closed block policies from Metropolitan Life Insurance Company's general funds,
although we could choose to provide such support.

Metropolitan Life Insurance Company will continue to pay guaranteed
benefits under all policies in accordance with their terms, including the
policies included in the closed block. If the assets allocated to the closed
block, the investment cash flows from those assets and the revenues from the
policies included in the closed block prove to be insufficient to pay the
benefits guaranteed under the policies included in the closed block,
Metropolitan Life Insurance Company will be required to make such payments from
its general funds. Since the closed block has been funded to provide for payment
of guaranteed benefits, as well as for continuation of policyholder dividend
scales in effect for 1999, if experience underlying such scales continues, it
should not be necessary to use general funds to pay guaranteed benefits, unless
the policies included in the closed block experience substantial adverse
deviations in investment income, mortality, persistency or other experience
factors. We will use our best efforts to support the policies included in the
closed block with the assets allocated to the closed block. The assets allocated
to the closed block will be subject to the same liabilities (with the same
priority in liquidation) as assets outside the closed block.

As specified in the plan of reorganization, the policies included in the
closed block will generally consist of all classes of United States dollar
denominated individual life insurance policies for which Metropolitan Life
Insurance Company has a dividend scale in effect for 1999, but generally only to
the extent such policies are in force on any date between December 31, 1998 and
the effective date of the plan. A policy may be within a class for which there
is an experience-based dividend scale in effect for 1999 even if it does not
receive a 1999 dividend,

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and, therefore, the policy would be included in the closed block.
Experience-based dividend scales are actuarial formulas used by life insurers to
determine amounts payable as dividends on participating policies based on
experience factors relating to, among other things, investment results,
mortality, lapse rates, expenses, premium taxes and policy loan interest and
utilization rates. The fact that a policy is included in the closed block has no
bearing on whether the holder of that policy is entitled to receive
consideration under the plan or the amount of consideration allocated to the
policyholder.

The closed block includes policies of New England Mutual Life Insurance
Company that were participating policies at the time of its merger with
Metropolitan Life Insurance Company in 1996. Under the terms of the merger,
Metropolitan Life Insurance Company agreed to establish a separate segment
within its general account consisting of assets associated with those policies
plus additional assets. In the aggregate, such assets had a value of $226.4
million at December 31, 1998.

As provided in the plan of reorganization, Metropolitan Life Insurance
Company will add to the closed block premiums and other amounts received by, and
withdraw from the closed block policy benefits and other amounts paid by,
Metropolitan Life Insurance Company on the policies included in the closed
block. Metropolitan Life Insurance Company will charge the closed block with
federal income taxes, state and local premium taxes, and other additive state or
local taxes, as well as investment management expenses relating to the closed
block as provided in the plan of reorganization. Metropolitan Life Insurance
Company will also charge the closed block for expenses of maintaining the
policies included in the closed block. Cash payments with respect to certain
reinsurance will be withdrawn from or paid to the closed block.

The board of directors of Metropolitan Life Insurance Company will set the
dividends on the closed block policies annually, in accordance with applicable
law and consistent with the objective of minimizing tontine effects and
exhausting the assets of the closed block with the final payment made to the
last policy included in the closed block. Metropolitan Life Insurance Company
will retain an independent actuary to review the operations of the closed block
every five years as required by the plan. Additionally, Metropolitan Life
Insurance Company will review the operation of, and prepare an internal report
regarding, the investment operations of the closed block annually.

The closed block will continue in effect until the last policy in the
closed block is no longer in force. The expected life of the closed block is
over 100 years.

CLOSED BLOCK ASSETS AND LIABILITIES

In accordance with the plan of reorganization, we will allocate a portion
of Metropolitan Life Insurance Company's invested assets, as well as cash and
short-term investments, to the closed block. If we had established the closed
block at December 31, 1999, cash and invested assets and their carrying values
would have been as follows:

<TABLE>
<CAPTION>
AT DECEMBER 31, 1999
----------------------------
CARRYING VALUE % OF TOTAL
-------------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Fixed maturities available-for-sale, at fair value.......... $21,729 70%
Mortgage loans on real estate............................... 4,785 16
Policy loans................................................ 3,747 12
Other invested assets....................................... 404 1
Short-term investments...................................... 8 0
Cash and cash equivalents................................... 251 1
------- ---
Total....................................................... $30,924 100%
======= ===
</TABLE>

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The composition of assets in the closed block will change over time as a
result of new investments. New investments for the closed block acquired on and
after December 31, 1999 with closed block cash flows will be allocated to the
closed block upon acquisition and will consist only of investments permitted by
the plan of reorganization. The assets allocated to the closed block will be
subject to the same liabilities (with the same priority in liquidation) as all
assets in the general account of Metropolitan Life Insurance Company.

If we had established the closed block at December 31, 1999, the policy
liabilities and accruals associated with the closed block would have aggregated
$39,627 million. This amount would have included $38,888 million of policyholder
liabilities, $712 million of dividends payable to policyholders, current income
taxes payable of $14 million and other liabilities of $13 million. See "Pro
Forma Consolidated Financial Information -- Pro Forma Consolidated Balance
Sheet".

We have retained PricewaterhouseCoopers LLP to advise us in connection with
actuarial matters involved in the establishment and operation of the closed
block. The opinion of Kenneth M. Beck, a principal with the firm of
PricewaterhouseCoopers LLP, dated November 16, 1999, states (in reliance upon
the matters and subject to the limitations described in such opinion), among
other things, that MetLife's assets set aside as of December 31, 1998 (including
subsequent adjustments as provided for in the plan), to establish the closed
block, as set forth in the plan, are adequate because they are expected to
produce cash flows which, together with anticipated revenues from the closed
block business, are reasonably expected to be sufficient to support the closed
block business including, but not limited to, provisions for payment of claims
and certain expenses and taxes, and to provide for continuation of dividend
scales payable in 1999, if the experience underlying such scales continues. This
opinion is included as Annex A of this prospectus.

TRANSFERRED CANADIAN POLICIES

In July 1998, Metropolitan Life Insurance Company sold a substantial
portion of its Canadian operations to Clarica Life Insurance Company. As part of
that sale, a large block of policies in effect with Metropolitan Life Insurance
Company in Canada were 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
Insurance Company and, therefore, are 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, if Metropolitan Life
Insurance Company demutualizes, its Canadian branch will make cash payments to
those who are, or are deemed to be, holders of these transferred Canadian
policies. The payments, which will be recorded in other expenses in the same
period as the effective date of the plan, will be determined in a manner that is
consistent with the treatment of, and fair and equitable to, eligible
policyholders of Metropolitan Life Insurance Company. The proceeds of the
initial public offering, as well as the net proceeds from the offering of the
units, must be sufficient to reimburse Metropolitan Life Insurance Company for
those payments, as well as to fund mandatory cash payments pursuant to the plan
and policy credits to policyholders and to pay fees and expenses incurred by
Metropolitan Life Insurance Company related to the demutualization. See Notes 2
and 7 of Notes to Pro Forma Consolidated Financial Information.

FEDERAL INCOME TAX CONSEQUENCES OF THE DEMUTUALIZATION

We have received a private letter ruling from the Internal Revenue Service
to the effect that:

- The MetLife Policyholder Trust will be treated as a "grantor trust" for
federal income tax purposes, and each beneficiary of the trust will be
treated for federal income tax purposes as if the beneficiary were the
direct owner of a proportionate interest in the shares of our common
stock (or other property) held in the trust;

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- Beneficiaries of the trust will not recognize gain or loss for federal
income tax purposes as a result of the deposit of shares of our common
stock in the trust or their withdrawal of shares from the trust; and

- The deposit of shares of our common stock in the trust under the terms of
the plan of reorganization will not adversely affect the federal income
tax treatment to eligible policyholders of consideration received under
the plan, or of MetLife, resulting from the conversion of Metropolitan
Life Insurance Company from a mutual life insurance company into a stock
life insurance company owned by MetLife, Inc.

The Internal Revenue Service rulings are based on the accuracy of certain
representations made by us.

Under the terms of the plan of reorganization, the demutualization will not
become effective unless we receive an opinion of our special tax counsel,
Debevoise & Plimpton (or other nationally-recognized tax counsel), to the effect
that:

- Policies issued by Metropolitan Life Insurance Company before the
effective date of the plan will not be treated as newly-issued policies
for any material federal income tax purpose as a result of the
demutualization of Metropolitan Life Insurance Company under the plan;

- Eligible policyholders receiving solely interests in the trust will not
recognize gain or loss for federal income tax purposes as a result of the
demutualization of Metropolitan Life Insurance Company under the plan;

- The consummation of the plan of reorganization, including the crediting
of policy credits to a policy under the terms of the plan, will not
adversely affect any tax-favored status accorded to the policy under the
Internal Revenue Code, and will not be treated as a contribution or
distribution that results in penalties to the holder; and

- The summary of the principal U.S. federal income tax consequences to
eligible policyholders of their receipt of consideration under the plan
of reorganization that is contained under the heading "Federal Income Tax
Consequences" in the information booklet provided to policyholders is
correct and complete in all material respects.

In addition to the required opinion described above regarding the federal
income tax treatment to policyholders, it is also a condition to the
effectiveness of the plan that we receive an opinion from our special tax
counsel to the effect that:

- MetLife, Inc. will not recognize any gain or loss for federal income tax
purposes as a result of (1) its issuance of its common stock to the
trust; (2) its receipt of shares of Metropolitan Life Insurance Company
common stock; (3) its cancellation, for no consideration, of its common
stock previously issued to and held by the Metropolitan Life Insurance
Company immediately prior to the effective date of the plan; or (4) its
sale of shares of its common stock in the initial public offering for
cash; and

- The conversion of Metropolitan Life Insurance Company from a mutual life
insurance company to a stock life insurance company will qualify as a
"reorganization" under the Internal Revenue Code.

We have received an additional opinion from Debevoise & Plimpton, our
special tax counsel, which is not required under the terms of the plan, to the
effect that, under the Internal Revenue Code, the regulations issued thereunder,
and current Internal Revenue Service and judicial interpretations of the
Internal Revenue Code and regulations:

- The affiliated federal income tax group of which Metropolitan Life
Insurance Company is the common parent immediately before the
demutualization will remain in existence after the effectiveness of the
plan, with MetLife, Inc. as the common parent; and

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- Following its conversion from a mutual life insurance company to a stock
life insurance company, Metropolitan Life Insurance Company will continue
to be an eligible member for inclusion in that affiliated federal income
tax group.

Based on the Internal Revenue Service rulings we have received and the
opinions of our special tax counsel described above, we believe that MetLife
will not realize significant income, gain or loss for federal income tax
purposes as a result of the consummation of the demutualization under the terms
of the plan of reorganization.

The opinions of special tax counsel described above are based on the
accuracy of representations and undertakings made by us. We have not sought a
private letter ruling from the Internal Revenue Service regarding the matters
addressed by the opinions of special tax counsel described above.

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BUSINESS

We are a leading provider of insurance and financial services to a broad
spectrum of individual and institutional customers. We currently provide
individual insurance, annuities and investment products to approximately nine
million households, or one of every eleven households in the U.S. We also
provide group insurance and retirement and savings products and services to
approximately 64,000 corporations and other institutions, including 86 of the
FORTUNE 100 largest companies. Our institutional clients have approximately 33
million employees and members.

We are a leader in each of our major U.S. businesses. We believe that our
unparalleled franchises and brand names uniquely position us to be the
preeminent provider of insurance and financial services in the U.S. businesses
in which we compete.

We are organized into five major business segments: Individual Business,
Institutional Business, Asset Management, Auto & Home and International.

INDIVIDUAL BUSINESS. Individual Business offers a wide variety of
protection and asset accumulation products for individuals, including life
insurance and annuities. Individual Business also distributes products
provided by our other business segments, including mutual funds and auto
and homeowners insurance. Reflecting overall trends in the insurance
industry, sales of our traditional life insurance products have declined in
recent years, while first-year premiums and deposits from variable life
insurance products have grown at a compound annual rate of 33.1% for the
five years ended 1999 and represented 67.4% of our total life insurance
sales for Individual Business in 1999. Our principal distribution channels
are the MetLife career agency and the New England Financial general agency
distribution systems and, after our recent acquisition of GenAmerica
Corporation, GenAmerica's independent general agency system. We also have
dedicated sales forces that market to non-profit organizations and banks
and their customers. In total, we had approximately 11,000 active sales
representatives in 1999. In addition to these distribution channels, we are
increasing the distribution of our products through independent insurance
agents and registered representatives. We believe our ability to
effectively manage these multiple distribution channels represents a
significant competitive advantage. Individual Business had $11.1 billion of
revenues, or 43.5% of our total revenues, and $565 million of operating
income in 1999.

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managed $189.8 billion of our total assets under management at December 31,
1999, including $54.9 billion of assets in mutual funds and in separate
accounts supporting individual variable life and annuity products. For the
five years ended 1999, this segment's assets under management grew at a
compound annual rate of 14.2%. We distribute our asset management products
through several distribution channels, including State Street Research's
and Nvest's dedicated sales forces and also through our Individual Business
and Institutional Business distribution channels. Asset Management had $0.9
billion of revenues, or 3.5% of our total revenues, and $51 million of
operating income in 1999.

AUTO & HOME. Auto & Home offers auto insurance, homeowners insurance
and other personal property and casualty insurance products. We sell these
products directly to employees through employer-sponsored programs, as well
as through a variety of retail distribution channels. These channels
include agents in the MetLife career agency system, approximately 6,000
independent agents and brokers, which includes those of The St. Paul
Companies acquired in 1999, and approximately 385 Auto & Home specialists.
We are the leading provider of personal auto and homeowners insurance
through employer-sponsored programs in the U.S. Net premiums earned from
products sold through employer-sponsored programs have grown at a 14.3%
compound annual rate for the five years ended 1999. On September 30, 1999,
our Auto & Home segment acquired the standard personal insurance operations
of The St. Paul Companies, which had in-force premiums of approximately
$1.1 billion, substantially increasing the size of our personal lines
business, making us the eleventh largest personal property and casualty
insurer in the U.S. based on 1998 net premiums written. See
"Business -- Auto & Home". Auto & Home had $1.9 billion of revenues, or
7.4% of our total revenues, and $54 million of operating income in 1999.

INTERNATIONAL. We have international insurance operations in ten
countries, with a focus on the Asia/Pacific region, Latin America and
selected European countries. Our International segment offers life
insurance, accident and health insurance, annuities and retirement and
savings products and services to both individuals and groups and auto and
homeowners coverage to individuals. Assets of our International segment, as
adjusted for the recent divestitures of a substantial portion of our U.K.
and Canadian operations, have grown at a compound annual rate of 21.4% for
the five years ended 1999. International had $0.8 billion of revenues, or
3.1% of our total revenues, and $18 million of operating income in 1999.

STRATEGY

Our mission is to build financial freedom for everyone. Consistent with
this mission, our goal is to be the preeminent provider of insurance and
financial services in each of the U.S. businesses in which we compete. In order
to achieve that goal, we will pursue the following strategies across all of our
business segments:

BUILD ON WIDELY RECOGNIZED BRAND NAMES

Our widely recognized brand names are among our most valuable assets. We
believe that our leading market share positions in the insurance and financial
services industries, our long history of innovation, integrity and reliability,
and our reputation for high quality products and services to individuals and
institutions have resulted in the MetLife name becoming one of the most
well-known brand names in the U.S. We have also been successful in utilizing
additional brand names, such as New England Financial, Security First Group and
State Street Research, for specific market segments. We believe our recent
acquisition of GenAmerica and RGA further strengthens our brand portfolio. In
addition, we believe that our brand names give us a key competitive advantage,
allowing us to continue to build and maintain strong relationships with our
customers and distributors. We intend to continue to aggressively capitalize on
our brand recognition across multiple products, distribution channels and
customer groups.

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CAPITALIZE ON LARGE CUSTOMER BASE

As a leading provider of insurance and financial services for over 130
years, we have built an unparalleled base of customers, including nine million
households, or one of every eleven households in the U.S., and approximately
64,000 institutional customers with approximately 33 million employees and
members. We believe that our large, existing customer base represents a
significant growth opportunity. We intend to pursue the following growth
initiatives:

- enhancing our relationships with our existing individual customers by:

- offering a broad array of products that meets the needs of our
customers throughout their entire life cycle of financial needs;

- improving the training of our agents and other financial services
representatives to strengthen their ability to serve the needs of our
customers; and

- developing direct marketing programs in partnership with our agency
sales force to identify additional sales opportunities among our
existing customers;

- programs offering financial advice and education, retirement planning and
beneficiary assistance services directly to employees of our
institutional customers; and

- increasing sales to our institutional customers by expanding the offering
of voluntary (employee-paid) products, including auto and homeowners and
long-term care insurance and pre-paid legal services plans.

EXPAND MULTIPLE DISTRIBUTION CHANNELS

We believe that our development and successful management of multiple
distribution channels represent a significant competitive advantage. Our
multiple distribution channels include our proprietary career and general agency
distribution systems and our nationwide Institutional Business sales force, as
well as a wide variety of other distribution channels in each of our business
segments. We intend to grow our core distribution channels and to continue to
build complementary distribution channels for sales of our products.

We believe our career agency and general agency systems provide us with
important advantages, allowing us to more effectively control our distribution
and build and maintain long-term relationships with our customers. Our objective
is to increase the size and productivity of our agency distribution systems by:

- expanding our investment in the recruiting, training and retention of
agents, including changing our compensation practices to improve
incentives for more productive agents and increasing our recruiting of
agencies as well as individual agents; and

- enhancing the technology that supports agents, including improving their
access to product and client information and offering more sophisticated
client management systems to enable them to service larger numbers of
clients and prospects more effectively.

Our four-year agent retention rate has improved from 10.2% in 1995 to 24.2%
in 1999. The industry average in 1998 was 14.2%. During the period from 1995 to
1999, the productivity of our career and general agency distribution systems, as
measured by NET SALES CREDITS per agent, an industry measure for agent
productivity, has grown at a compound annual rate of 12.0%.

In addition to our core distribution channels, we have also developed and
seek to expand additional complementary distribution channels that provide
opportunities for further growth. Examples of our initiatives include:

- our recent acquisition of GenAmerica, which sells its life insurance and
annuity products through multiple distribution channels;

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- our recent acquisitions of Security First Group and the Nathan & Lewis
companies, which increased our presence in the fast-growing bank and
broker-dealer distribution channels;

- expanding our marketing efforts to the independent agency community by
introducing new products and programs;

- establishing the Small Business Center, which has offices located
throughout the U.S., to better access the rapidly growing small-sized
institutional markets;

- entering into joint ventures and other arrangements with third parties to
expand the marketing and distribution opportunities of our Institutional
Business products and services;

- establishing additional distribution channels for Asset Management,
including the development of a dedicated sales force for State Street
Research and increased coordination of distribution among Nvest's
investment managers; and

- introducing a direct response marketing program to generate additional
Auto & Home sales.

Complementary distribution channels within Individual Business accounted
for 2.4% of first-year life insurance premiums and deposits and 32.2% of annuity
premiums and deposits in 1999. In addition, premiums and other income from
products sold through Institutional Business' Small Business Center have grown
at a compound annual rate of 28.1% for the three years ended 1999 and totaled
$328 million in 1999.

CONTINUE TO INTRODUCE INNOVATIVE AND COMPETITIVE PRODUCTS

The products and services offered by the financial services industry
continue to evolve as the financial needs of consumers change. We intend to be
at the forefront of the insurance and financial services industries in offering
innovative and competitive products to our customers. Recent initiatives
include:

- new or revised products covering a substantial portion of our individual
product offerings, including the introduction of a new variable universal
life product, a long-term care insurance product and an equity additions
feature to our traditional participating whole life insurance product,
which allows policyholder dividends to be invested in an equity index
account; and

- new voluntary institutional products, including long-term care and auto
and homeowners insurance, as well as pre-paid legal services plans, for
employees of our Institutional Business customers.

INCREASE FOCUS ON ASSET ACCUMULATION PRODUCTS

We intend to expand our assets under management in both our insurance
operations and our Asset Management segment by increasing our focus on sales of
asset accumulation products, including variable life and annuity products,
mutual funds and 401(k) plan products, which we believe provide a stable source
of fee income as well as a higher operating return on equity compared with
traditional insurance products. During the five years ended 1999, the separate
account liabilities related to our individual variable annuity products grew at
a 38.2% compound annual rate, and totaled $20.7 billion at December 31, 1999.
Assets under management for mutual funds and separate accounts supporting
individual variable life and annuity products grew at a compound annual rate of
16.7% for the five years ended 1999, and totaled $54.9 billion at December 31,
1999. In addition, primarily through two recent acquisitions, our Institutional
Business segment has become a leading provider of administrative services in the
defined contribution 401(k) plan market. We intend to use this position to
attract more 401(k) plan assets for our Asset Management segment.
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REDUCE OPERATING EXPENSES

We are committed to improving profitability by reducing operating expenses.
As part of an overall program to reduce operating expenses and enhance the
efficiency of our operations, we have implemented the following programs:

- during 1998, we reduced the number of non-sales positions by 2,267, an
11% reduction, and during 1999, we reduced the number of non-sales
positions by 1,856, or 7%;

- in 1999, as part of an internal reorganization, we began to integrate the
operations of New England Financial, which since its merger with MetLife
had been operated as a separate division, with the individual insurance
operations of MetLife, and further consolidate administrative services
throughout our organization; we believe this will reduce operating
expenses by eliminating redundancies; and

- we have made substantial investments in technological improvements in
recent years, totaling approximately $925 million for the three years
ended 1999, which we believe will enhance the efficiency of our
operations, as well as improve our customer service and financial
reporting.

STRENGTHEN PERFORMANCE-ORIENTED CULTURE

Our management team intends to strengthen the performance-oriented culture
throughout our organization. We have implemented a number of initiatives to
significantly enhance the performance of our employees, including:

- establishing a new compensation program to better align compensation with
individual and MetLife performance;

- enhancing the expertise of our management and workforce by selectively
hiring experienced new employees at all levels of our organization, with
28% of new officer appointments for the three years ended 1999 coming
from outside MetLife;

- expanding our training effort, including new management training programs
for all of our officers and expanded training for our employees; and

- implementing a new performance measurement and review program for our
employees to increase individual accountability and better align
individual and corporate goals.

CONTINUE TO OPTIMIZE OPERATING RETURNS FROM INVESTMENT PORTFOLIO

The return on our invested assets has contributed significantly to our
earnings growth. Over the past three years, we have repositioned our investment
portfolio in order to provide a higher operating rate of return on our invested
assets. In connection with that repositioning, we reduced our investments in
treasury securities and corporate equities and have increased our investments in
fixed maturities with higher current yields. At the same time, we have continued
to maintain a prudent asset mix, with investment grade fixed maturities
constituting 91.0% of our total fixed maturities at December 31, 1999. We
believe that the expertise of our investment department will enable us to
continue to optimize the operating returns on our invested assets in the future.

ENHANCE CAPITAL EFFICIENCY OF OUR OPERATIONS

We seek to maximize our operating return on equity by enhancing the capital
efficiency of our operations. We have recently implemented a new internal
capital allocation system that we believe will allow us to more effectively
invest our capital. Consistent with a more disciplined approach to capital
allocation, we have divested operations that did not meet targeted rates of
return or growth, including our medical insurance operations, substantial
portions of our U.K. and Canadian operations and our commercial leasing
business. We also intend to increase sales of

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asset accumulation products, such as variable life and annuity products, that
require less capital than traditional insurance products. In addition, as a
publicly traded stock company, we will have a greater ability to make
acquisitions and raise external capital in a more efficient manner, which we
believe will increase our adjusted operating return on equity and enhance
stockholder value.

FOCUS INTERNATIONAL OPERATIONS ON GROWING MARKETS

We have established insurance operations in selected international markets
that are experiencing significant growth in demand for insurance products and
where we believe we can gain significant market share. We intend to expand our
international operations by continuing to make capital investments in countries
in which we have existing operations, as well as in selected new markets, either
through start-up operations or by acquisition. We now have operations in ten
emerging insurance markets, including Indonesia and Uruguay, which we entered in
1998, and Brazil, which we entered in 1999. In addition, at the end of 1999, we
obtained a license to sell life insurance in Poland. As part of our strategy to
focus on growth markets, as well as to divest operations that would not meet our
financial objectives, we disposed of substantial portions of our operations in
the U.K. in 1997 and in Canada in 1998.

INDIVIDUAL BUSINESS

Our Individual Business segment offers a wide variety of protection and
asset accumulation products aimed at serving the financial needs of our
customers throughout their entire life cycle. Products offered by Individual
Business include insurance products such as traditional, universal and variable
life insurance, individual disability insurance and long-term care insurance and
annuities and investment products such as variable and fixed annuities and
mutual funds. Our principal distribution channels are the MetLife career agency
and the New England Financial general agency distribution systems and, after our
recent acquisition of GenAmerica Corporation, GenAmerica's independent general
agency system. We also have dedicated sales forces that market to non-profit
organizations and banks and their customers. In total, we had approximately
11,000 active sales representatives in 1999. In addition to these distribution
channels, we are increasing the distribution of our products through independent
insurance agents and registered representatives.

Our broadly recognized brand names and strong distribution channels have
allowed us to maintain our position as the largest provider of individual life
insurance and annuities in the U.S., with $11.5 billion of total individual life
and annuity premiums and deposits in 1999. Through September 30, 1999 we were
also the largest issuer of individual variable life insurance in the U.S. with
$278.7 million in first-year premiums and deposits, and the seventh largest
variable annuity writer with approximately $24.1 billion in variable annuity
assets managed.

The U.S. individual life insurance industry had approximately $12.7
trillion of insurance in force and $1.3 trillion of total annuity assets at or
for the year ended December 31, 1998. The U.S. insurance and investment market
has undergone tremendous change in recent years, as Americans have begun to rely
less on traditional life insurance, defined benefit retirement plans, social
security and other government programs and the "baby-boom" generation has begun
to enter their prime savings years. At the same time, technology advances have
greatly increased the availability and timeliness of information so consumers
are better informed about financial products and the state of their financial
affairs. As a result of these trends, sales of mutual funds, variable annuities
and other savings products have increased. We believe that the growth of
annuities and investment products will continue and that, as the baby-boom
generation begins to retire, asset payout products will also increase in
importance. We believe that, as these trends continue, the types of products we
offer, including variable life insurance, fixed and variable annuities and
long-term care insurance, will become the products of choice for the protection
and transfer of wealth.

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INDIVIDUAL BUSINESS STRATEGY

BUILD ON WIDELY RECOGNIZED BRAND NAMES. We believe we have one of the most
well-known brand names in the U.S., built through our leading market share
positions in the insurance and financial services industries, our reputation for
high quality products and services and our long practice of advertising the
MetLife name and Peanuts(TM) characters. We have also successfully used
additional brand names in our Individual Business segment, such as New England
Financial, Security First Group and Texas Life, to focus on specific market
segments. We believe our recent acquisition of GenAmerica further strengthens
our brand portfolio. In addition, we believe that our brand names give us a key
competitive advantage, allowing us to continue to build and maintain strong
relationships with our customers and distributors. We intend to continue to
aggressively capitalize on our brand recognition across multiple products,
distribution channels and customer groups.

CAPITALIZE ON LARGE CUSTOMER BASE. We believe consumers increasingly seek
comprehensive financial advice and information regarding their financial affairs
and superior products that serve them throughout the different stages of their
lives. We believe that building long-term relationships with our large existing
customer base represents a significant growth opportunity. Approximately nine
million households, or one of every eleven households in the U.S., own a MetLife
individual product. Our goal is to obtain a larger share of the individual
insurance, annuities and investment products purchased by these households by
providing them with the best products and services that are available to meet
their needs. We intend to pursue the following key initiatives:

- offering a broad array of products that meet the financial needs of our
customers throughout their entire life cycle, including protection
products, such as life and disability insurance; asset accumulation
products, such as annuities and mutual funds; asset distribution
products, such as payout annuities; and wealth transfer products, such as
life insurance and long-term care insurance;

- improving the training of our agents and other financial services
representatives to strengthen their ability to offer sophisticated
financial advice to our customers; and

- developing direct marketing programs in partnership with our agency sales
force to identify additional sales opportunities among our existing
customers.

We also seek to utilize our historically strong position among our institutional
customers to provide programs offering financial advice and education,
retirement planning and beneficiary assistance services to their employees.

GROW CORE DISTRIBUTION CHANNELS. Although we utilize a number of different
distribution channels to market our individual products, we believe that our
core career agency and general agency distribution systems are among our most
valuable assets, allowing us to more effectively control our distribution and
build and maintain long-term relationships with our customers. We intend to
increase the size and productivity of our agency distribution systems by:

- enhancing the technology that serves agents, including improving their
access to product and client information and offering more sophisticated
client management systems to enable them to service larger groups of
clients and prospects more effectively.

The productivity of our career and general agency distribution systems, as
measured by net sales credits per agent, an industry measure for agent
productivity, has grown at a compound annual rate of 12.0% for the five years
ended 1999. During that period, our four-year agent retention rate has improved
from 10.2% in 1995 to 24.2% in 1999. The industry average in 1998 was 14.2%.
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INCREASE DISTRIBUTION THROUGH OTHER CHANNELS. We expect to continue
aggressively seeking opportunities to expand our distribution capabilities in
attractive markets. In 1997, we acquired Security First Group, which expanded
our distribution through the rapidly growing bank market for annuities and
investment products and to the nonprofit, educational and health care markets.
In 1998, we purchased Nathan & Lewis, which increased our presence in the
fast-growing broker-dealer distribution channel. Our recent acquisition of
GenAmerica added its multiple distribution channels, including its independent
general agency system. We also expect to increase our use of independent life
agents and registered representatives in the future. Sales through additional
channels represented 2.4% of annualized first-year life insurance premiums and
deposits and 32.2% of individual annuity premiums and deposits in 1999.

CONTINUE TO INTRODUCE INNOVATIVE AND COMPETITIVE PRODUCTS. The products
offered by the financial services industry continue to evolve as the financial
needs of consumers change and as technology improves. We intend to be at the
forefront of the insurance and financial services industries in offering
innovative and competitive products to our customers. Recent initiatives
include:

- continuing to enhance the competitiveness of our products, such as the
1998 introduction of new or revised products covering a substantial
portion of our product offerings;

- creating products to reflect the needs of specific distribution channels
and by marketing products under several brand names, including MetLife,
New England Financial, Security First, Texas Life and General American
Life; and

- distributing products created by others, such as mutual funds and 401(k)
plans, which may be offered under one of our own brand names or carry the
name of the company that created them.

MARKETING AND DISTRIBUTION

We target the large, middle-income market, as well as affluent individuals,
owners of small businesses and executives of small to medium-sized companies. We
have also been successful in selling our products in various multicultural
markets. We distribute our individual products nationwide through multiple
channels, with the primary distribution systems being the MetLife career agency
system and the New England Financial general agency system. While continuing to
invest in our traditional distribution channels, we have also expanded into
additional channels in order to supplement our growth or penetrate specific
target markets. During the year ended December 31, 1999, the MetLife career
agency and the New England Financial general agency systems and our additional
distribution channels accounted for 49.8%, 47.8% and 2.4%, respectively, of
first-year premiums and deposits for individual life insurance and 54.9%, 12.9%
and 32.2%, respectively, of individual annuity deposits.

METLIFE CAREER AGENCY SYSTEM. The MetLife career agency system had 6,866
agents in 318 agencies at December 31, 1999. Our career agency sales force
focuses on the large, middle-income market, including multicultural markets. The
average face amount of a life insurance policy sold through the career agency
system in 1999 was approximately $160,000.

Agents in our career agency system are full-time MetLife employees whom we
compensate primarily with commissions based on sales. As our employees, they
also receive certain benefits. Agents in our career agency system may not offer
products of other insurers without our approval. At December 31, 1999,
approximately 93% of the agents in our career agency system were licensed to
sell one or more of the following products: variable life insurance, variable
annuities or mutual funds.

We support our efforts in multicultural markets through targeted
advertising, specially trained agents and sales literature written in
non-English languages. We estimate sales in multicultural markets represent
one-fourth of MetLife's career agency individual life sales.

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From 1994 to 1998, the number of agents in the MetLife career agency system
declined, from 9,521 to 6,853. Most of this decline was due to a reduction in
the number of less experienced agents, with the number of agents having at least
five years of experience at MetLife declining from approximately 4,100 to
approximately 3,400 during this period. We believe that this decline was
principally the result of the adverse impact of sales practices litigation
brought against us beginning in the early 1990s, the establishment of more
stringent company-wide criteria for recruiting and retaining agents and a
consolidation of sales offices and changes in compensation practices for our
sales force during this period. We have undertaken several initiatives to grow
our career agency force in the future, including expanding our investment in the
recruiting, training and retention of agents, changing our compensation
practices to improve incentives for more productive agents and increasing our
recruiting of agencies as well as individual agents. At December 31, 1999, the
number of agents in the MetLife career agency system was 6,866. In addition, our
career agency system is increasingly productive, with net sales credits per
agent, an industry measure for agent productivity, growing at a compound annual
rate of 10.6% for the five years ended 1999.

NEW ENGLAND FINANCIAL GENERAL AGENCY SYSTEM. In 1996, we merged with the
parent company of New England Life Insurance Company, which afforded us better
access to its target market of affluent individuals, owners of small businesses
and executives of small- to medium-sized companies. We operate the New England
Life Insurance Company business through our New England Financial division. The
average face amount of a life insurance policy sold through the New England
Financial general agency system in 1999 was approximately $310,000. At December
31, 1999, New England Financial's sales force comprised 76 general agencies
providing support to 2,825 agents and a network of independent brokers
throughout the U.S. The compensation of both agents, who are independent
contractors, and general agents, who have exclusive contracts with New England
Financial, is based on sales, although we also provide general agents with an
allowance for benefits and other expenses.

New England Financial has a highly trained general agency sales force and,
according to The American College, in 1998 ranked third in the insurance
industry in the percentage of agents who are Chartered Life Underwriters and
Chartered Financial Consultants. Approximately 92% of New England Financial's
general agents are licensed to sell variable products and mutual funds. New
England Financial's general agency sales force increased total agent count by
123 agents in 1999; we believe it is one of the few life insurance organizations
to register a significant increase in agents in 1999. To capitalize on its
distribution strengths and achieve even higher levels of performance and agent
retention, New England Financial is creating a compensation system in which the
interests of the company and its top performing agents and field managers are
more closely aligned. Productivity of the New England Financial general agency
force, as measured by net sales credits, has grown at a compound annual rate of
13.8% for the five years ended 1999.

ADDITIONAL DISTRIBUTION CHANNELS. We also distribute our individual
insurance and investment products through several additional distribution
channels, including Nathan & Lewis, MetLife Brokerage, New England Financial's
Independent Producer Network, the Security First Group, MetLife Resources and
Texas Life.

Nathan & Lewis. Nathan & Lewis Securities, Inc., a MetLife subsidiary
acquired in 1998, is a broker-dealer that markets mutual funds and other
securities, as well as variable life insurance and variable annuity
products, through approximately 1,000 independent registered
representatives. With the acquisition, we obtained the use of Nathan &
Lewis's account information and client management systems, which we intend
to integrate into our other broker-dealer operations.

Independent Distribution Network. In 1999, Individual Business
combined MetLife Brokerage, a division of MetLife, and New England
Financial's Independent Producer Network to create the Independent
Distribution Network (IDN). IDN will market integrated,

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specially-designed insurance products to upper income customers in the
wealth preservation market through approximately 1,000 independent retail
and wholesale insurance brokerage agencies, independent producers and
agents in the career and general agency systems.

Security First Group. Security First Group, a MetLife subsidiary
acquired in 1997, distributes proprietary and third-party fixed and
variable annuity products and mutual funds to customers of approximately 65
national, regional and community banks.

MetLife Resources. MetLife Resources, a division of MetLife, markets
retirement, annuity and other financial products on a national basis
through approximately 415 agents and independent brokers. MetLife Resources
targets the nonprofit, educational and health care markets.

Texas Life. Texas Life, a MetLife subsidiary, markets whole life and
universal life insurance products under the Texas Life name through
approximately 1,585 active independent insurance brokers. These brokers are
independent contractors that sell insurance for Texas Life on a
nonexclusive basis. Recently, a number of MetLife career agents have also
begun to market Texas Life products. Texas Life sells permanent life
insurance policies with low cash values that are marketed through the use
of brochures, as well as payroll deduction life insurance products.

PRODUCTS

We offer a wide variety of individual insurance, annuities and investment
products aimed at serving our customers' financial needs throughout their entire
life cycle. Our individual insurance products consist of variable life,
universal life, whole life, term life and other insurance products. Our
individual annuities and investment products consist of variable and fixed
annuities and mutual funds.

The following table sets forth selected financial information regarding our
individual insurance, annuities and investment products at the dates or for the
periods indicated:

INDIVIDUAL INSURANCE, ANNUITIES AND INVESTMENT PRODUCTS

<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED
DECEMBER 31,
------------------------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
INSURANCE PRODUCTS:
Variable life:
First-year premiums/Deposits.............................. $ 389.1 $ 371.0 $ 242.2
Premiums/Deposits......................................... $ 997.7 $ 857.1 $ 657.3
Number of policies........................................ 480,107 415,933 360,790
Future policy benefits/Policy account balance............. $ 381.4 $ 289.7 $ 226.8
Separate account liability................................ $ 4,160.0 $ 3,148.4 $ 2,063.1
Life insurance in force................................... $ 81,146.8 $ 65,902.1 $ 52,647.2
Universal life:
First-year premiums/Deposits.............................. $ 14.8 $ 20.7 $ 28.7
Premiums/Deposits......................................... $ 556.1 $ 578.0 $ 613.6
Number of policies........................................ 907,214 1,058,081 1,097,026
Future policy benefits/Policy account balance............. $ 5,870.0 $ 5,793.2 $ 5,688.0
Life insurance in force................................... $ 78,729.0 $ 82,330.3 $ 86,016.9
Whole life:
First-year premiums/Deposits.............................. $ 135.8 $ 162.2 $ 198.7
Premiums/Deposits......................................... $ 3,834.2 $ 3,843.7 $ 3,859.4
Number of policies........................................ 7,788,905 8,160,567 8,532,166
Future policy benefits/Policy account balance............. $ 36,887.6 $ 35,725.8 $ 34,589.8
Life insurance in force................................... $193,522.8 $193,819.5 $196,785.8
</TABLE>

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<PAGE> 128

<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED
DECEMBER 31,
------------------------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Term life:
First-year premiums/Deposits.............................. $ 37.2 $ 42.6 $ 29.7
Premiums/Deposits......................................... $ 312.3 $ 307.6 $ 284.8
Number of policies........................................ 659,742 675,362 689,767
Future policy benefits/Policy account balance............. $ 483.6 $ 454.0 $ 435.6
Life insurance in force................................... $126,511.6 $123,561.8 $117,443.2
Other Individual insurance products:(1)
First-year premiums/Deposits.............................. $ 432.9 $ 295.7 $ 269.0
Premiums/Deposits......................................... $ 1,221.3 $ 1,082.2 $ 1,011.5
Number of policies........................................ 3,004,914 3,173,831 3,411,881
Future policy benefits/Policy account balance............. $ 5,213.4 $ 5,186.2 $ 5,549.9
Separate account liability................................ $ 3,950.1 $ 4,020.8 $ 3,457.3

ANNUITIES AND INVESTMENT PRODUCTS:
Annuities:
Premiums/Deposits......................................... $ 4,547.0 $ 3,992.6 $ 3,167.1
Number of contracts....................................... 1,483,874 1,453,943 1,411,103
Future policy benefits/policy account balance............. $ 21,022.3 $ 21,100.2 $ 21,313.2
Separate account liability................................ $ 20,718.2 $ 15,844.0 $ 11,686.4
Mutual funds:
Deposits.................................................. $ 3,848.2 $ 3,303.1 $ 2,540.4
</TABLE>

- ---------------
(1) Consists of individual disability insurance products; individual long-term
care insurance products; small face amount life insurance policies sold by
our agents until 1964, known as industrial policies; and employee benefit
products and group pension products sold through New England Financial.

Reflecting trends in the insurance industry, sales of mutual funds,
variable annuities, variable life insurance policies and other savings products
have increased in recent years, while sales of our traditional insurance
products have declined. During the five years ended 1999, the separate account
liabilities related to our individual variable annuity products grew at a 38.2%
compound annual rate, and totaled $20.7 billion at December 31, 1999. First-year
premiums and deposits for variable life insurance products have grown at a 33.1%
compound annual rate and were $389.1 million in 1999. During this same period,
mutual fund sales have grown at a 29.7% compound annual rate and in 1999
accounted for $3.8 billion of deposits. Sales of whole and term life insurance
products, however, declined during this period, to $173.0 million of first-year
premiums and deposits in 1999 from $341.6 million in 1995, which represented an
annual rate of decline of 15.6%.

INSURANCE PRODUCTS

Our individual insurance products include variable life products, universal
life products, traditional life products, including whole life and term
insurance, and other insurance products, including individual disability
insurance and long-term care insurance products, which are designed to meet a
multitude of consumer needs.

We continually review and update our products. We have introduced new
products and features designed to increase the competitiveness of our portfolio
and the flexibility of our products to meet the broad range of asset
accumulation, protection and distribution needs of our customers. Some of these
updates have included the introduction of a new variable universal life product,
a long-term care insurance product and an equity additions feature to our
traditional participating whole life insurance product, which allows
policyholder dividends to be invested in a stock index investment account.

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<PAGE> 129

Distribution options under life policies and under both fixed and variable
annuities include level payments guaranteed for the lifetime of the owner or
beneficiary, for a specified term or combinations of these two options.
Distribution options may be accessed through an immediate annuity or following
the accumulation phase of a deferred annuity.

VARIABLE LIFE. Variable life products provide insurance coverage through a
contract which gives the policyholder flexibility in investment choices and,
depending on the product, in premium payments and coverage amounts, with certain
guarantees. For example, we retain the right within limits to adjust the fees we
assess for providing administrative services and death benefit coverage. Most
importantly, with variable life products, premiums and cash value can be
directed by the policyholder into a variety of separate investment accounts or
directed to our general account. In the separate investment accounts, the
policyholder bears the entire risk of the investment results. We collect
specified fees for the management of these various investment accounts and any
net return is credited directly to the policyholder's account. In some
instances, third-party money management firms manage investment accounts that
support variable insurance products. With some products, by maintaining a
certain premium level, policyholders may have the benefit of various death
benefit guarantees that may protect the death benefit from adverse investment
experience.

UNIVERSAL LIFE. Universal life products provide insurance coverage on the
same basis as variable life, except that they allow premiums, and the resulting
accumulated balances, to be allocated only to our general account. Universal
life products may allow the insured to increase or decrease the amount of death
benefit coverage over the term of the contract and may allow the owner to adjust
the frequency and amount of premium payments. We credit premiums, net of
specified expenses, to an account maintained for the policyholder, as well as
interest, at rates we determine, subject to specified minimums. Specific charges
are made against the account for the cost of insurance protection and for
expenses.

WHOLE LIFE INSURANCE. Whole life insurance products provide a guaranteed
benefit upon the death of the insured in return for the periodic payment of a
fixed premium over a predetermined period. Premium payments may be required for
the whole of the contract period, to a specified age or for a specified period,
and may be level or change in accordance with a predetermined schedule. Whole
life insurance includes policies that provide a participation feature in the
form of dividends. Policyholders may receive dividends in cash or apply them to
increase death benefits, increase cash values available upon surrender or reduce
the premiums required to maintain the contract in force. In certain
jurisdictions, dividends may be directed into an equity investment account.
Because the use of dividends is specified by the policyholder, this group of
products provides significant flexibility to individuals to tailor the product
to suit their specific needs and circumstances, while at the same time providing
guaranteed benefits.

We intend to continue offering participating policies after the
demutualization. We will be subject to statutory restrictions that limit to 10%
the amount of statutory profits on participating policies written after the
demutualization (measured before dividends to policyholders) that can inure to
the benefit of stockholders. We believe that the impact of these restrictions on
our earnings will not be significant.

TERM INSURANCE. Term insurance provides a guaranteed benefit upon the
death of the insured within a specified time period in return for the periodic
payment of premiums. Specified coverage periods range from one year to twenty
years, but in no event are longer than the period over which premiums are paid.
Death benefits may be level over the period or decreasing. Decreasing coverage
is used principally to provide for loan repayment in the event of death.
Premiums may be guaranteed at a level amount for the coverage period or may be
non-level and non-guaranteed. Term insurance products are sometimes referred to
as pure protection products, in that there are normally little or no savings or
investment elements. Term contracts expire without value at the end of the
coverage period if the insured party is still alive.

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<PAGE> 130

OTHER INDIVIDUAL INSURANCE PRODUCTS. Individual disability
insurance. Individual disability products provide a benefit in the event of the
disability of the insured. In most instances, this benefit is in the form of a
monthly income paid to age sixty-five. In addition to income replacement, the
product may be used to provide for the payment of business overhead expenses for
disabled business owners or mortgage payment protection. We also distribute
individual disability policies through a joint venture between New England
Financial and Provident Companies, Inc. Although policies are issued in New
England Financial's name, all underwriting, administration and servicing is
handled by Provident, and 80% of the risk on all these new disability policies
is reinsured by Provident.

Individual long-term care insurance. Our long-term care insurance provides
reimbursement for certain costs associated with nursing home care and other
services that may be provided to older individuals unable to perform the
activities of daily living.

Other products. In addition to these products, we operate a closed block
of small face amount life insurance policies that our agents sold until 1964,
known as industrial policies. New England Financial also sells a small amount of
employee benefit products and group pension products, which are included in the
financial results of our Individual Business segment.

ANNUITIES AND INVESTMENT PRODUCTS

We offer a variety of individual annuities and investment products,
including variable and fixed annuities and mutual funds.

VARIABLE ANNUITIES. We offer variable annuities for both asset
accumulation and asset distribution needs. Variable annuities allow the
contractholder to make deposits into various investment accounts, as determined
by the contractholder. The investment accounts are separate accounts of MetLife
or New England Financial, and risks associated with investments in the separate
accounts are borne entirely by the contractholders. Contractholders may also
choose to allocate all or a portion of their account to our general account, in
which case we credit interest at rates we determine, subject to certain
minimums. They may also elect certain death benefit guarantees.

Separate account investments may be managed by us or by various
unaffiliated third-party portfolio managers. Third-party managers include such
well-known names as Janus Capital Corp., T. Rowe Price Associates, Inc., Scudder
Kemper Investments, Inc., Neuberger Berman Management Inc. and Fidelity
Investments. The availability of these managers depends on the particular
product series and distribution channel used by the contractholder. At December
31, 1999, $15.0 billion of variable annuity assets were allocated to separate
accounts managed by us, $5.7 billion to separate accounts managed by third
parties and $8.0 billion to our general account.

FIXED ANNUITIES. Fixed annuities are used for both asset accumulation and
asset distribution needs. Fixed annuities do not allow the same investment
flexibility provided by variable annuities but provide guarantees related to
preservation of principal and credited interest. Deposits made into these
contracts are allocated to the general account and are credited with interest at
rates we determine, subject to certain minimums. Credited interest rates may be
guaranteed not to change for certain limited periods of time, normally one year.

MUTUAL FUNDS AND SECURITIES. We offer both proprietary and non-proprietary
mutual funds. Proprietary funds include those of State Street Research and the
Nvest Funds Group. We also offer investment accounts for mutual funds and
general securities that allow customers to buy, sell and retain holdings in one
centralized location, as well as brokerage accounts that offer the accessibility
and liquidity of a money market mutual fund. Of the mutual funds we sold in
1999, $1,667 million of the deposited assets were managed by our Asset
Management segment and $2,181 million by third parties.

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<PAGE> 131

INSTITUTIONAL BUSINESS

Our Institutional Business segment offers a broad range of group insurance
and retirement and savings products and services to corporations and other
institutions.

Our group insurance products and services include group life insurance,
non-medical health insurance, such as short- and long-term disability, long-term
care and dental insurance and related administrative services, as well as other
benefits such as employer-sponsored auto and homeowners insurance provided
through our Auto & Home segment and prepaid legal services plans. We sell these
products either as an employer-paid benefit or as a voluntary benefit in which
the premiums are paid by the employee. Revenues from our group insurance
products and services were $7.0 billion in 1999, representing 67.3% of total
Institutional Business revenues of $10.4 billion. Group insurance operating
income was $334 million in 1999.

Our retirement and savings products and services include administrative
services sold to sponsors of 401(k) and other defined contribution plans,
guaranteed interest products and other retirement and savings products and
services, including separate account contracts for the investment of defined
benefit and defined contribution plan assets. Revenues from our retirement and
savings products were $3.4 billion in 1999, representing 32.7% of total
Institutional Business revenues. Retirement and savings operating income was
$251 million in 1999.

We are a leader in the U.S. group insurance market. In 1999, we were:

- the largest group life insurer, with $5.3 billion of total statutory
direct premiums written;

- the second largest group long-term disability carrier and the largest
provider of group short-term disability and group long-term care based on
premiums and equivalents. In addition, we were the second largest
commercial dental carrier based on premiums and equivalents with the
largest commercial preferred provider organization in the U.S., having
approximately 44,000 participating dentists at December 31, 1999;

- a leading provider of administrative services to 401(k) and other defined
contribution plans, with 1.6 million participants; and

- one of the largest insurer managers of retirement and savings products,
as measured by assets under management, with approximately $64.2 billion
in retirement and savings assets under management at December 31, 1999.

We have built this position through long-standing relationships with many
of the largest corporate employers in the U.S. In 1999, 86 of the FORTUNE 100
largest companies purchased our products; these companies have been our
customers for an average of approximately 20 years. We believe that these large
customers provide an important and stable base from which to grow our
institutional business.

The employee benefit market served by Institutional Business has begun to
change dramatically in recent years. As the U.S. employment market has become
more competitive, employers are seeking to enhance their ability to hire and
retain employees by providing attractive benefit plans. The market also reflects
increasing concern of employees about the future of government-funded retirement
and safety-net programs, an increasingly mobile workforce and the desire of
employers to share the market risk of retirement benefits with employees. We
believe these trends are facilitating the introduction of new "voluntary"
products, such as long-term care and auto and homeowners insurance, as well as
leading more employers to adopt defined contribution pension arrangements such
as 401(k) plans.

Voluntary products, which give valued benefits to employees at little or no
cost to the employer, are attractive to employees since they are generally
priced at group rates and are usually paid through payroll deduction, making
them convenient to purchase and maintain. Voluntary products are particularly
popular as workforces become more diverse and prefer to

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tailor benefits to their individual circumstances. Voluntary products have
become an increasingly important part of our group insurance product offerings.
A substantial portion of our group insurance products are offered on a voluntary
basis. Premiums for our voluntary products, which include employer-sponsored
auto and homeowners insurance, were $2.1 billion in 1999.

INSTITUTIONAL BUSINESS STRATEGY

INCREASE EMPHASIS ON VOLUNTARY PRODUCTS. We seek to increase sales to our
institutional customers by expanding the offering of voluntary, or employee-paid
products, including auto and homeowners and long-term care insurance and prepaid
legal services plans. We believe that voluntary products represent a substantial
growth area. Although many employers still do not offer these products, we
believe that they will be an increasingly important part of the benefits offered
to attract and retain employees as the cost and convenience advantages receive
more recognition in the marketplace. Since they are generally paid through
payroll deduction, we believe they provide us with a stable customer base and
source of revenues.

FOCUS ON DEFINED CONTRIBUTION MARKET. With the acquisitions of Benefit
Services Corporation, which specializes in the small and mid-size markets, and
the defined contribution record keeping and participant services business
formerly owned by Bankers Trust Corporation, which focuses on the large
corporate market, we have become a leading provider of administrative services
in the 401(k) plan market. At December 31, 1999, we provided administrative
services for $85.9 billion of defined contribution plan assets. We intend to use
our position as a leading administrator of defined contribution plans to capture
more assets under management for our Asset Management segment.

INCREASE OUR PRESENCE IN SMALL AND MID-SIZE EMPLOYER MARKET. We believe
there is an opportunity to build on our strong brand name and experience to
increase our sales to small and mid-size employers. To address this opportunity,
we formed the Small Business Center in 1994 to focus on small employers and the
brokers and intermediaries who service them and expanded our marketing to
mid-sized employers through this channel in 1999. From 1997 to 1999, our
premiums and other income from products currently sold through the Small
Business Center have grown from $200 million to $328 million, a compound annual
rate of 28.1%.

MARKETING AND DISTRIBUTION

Institutional Business markets our products through separate sales forces,
comprised of MetLife employees, for both our group insurance and retirement and
savings lines.

We distribute our group insurance products and services through a regional
sales force that is segmented by the size of the target customer. Marketing
representatives sell either directly to corporate and other institutional
customers or through an intermediary, such as a broker or a consultant.
Voluntary products are sold through the same sales channels, as well as by
specialists for these products. As of December 31, 1999, the group insurance
sales channels had approximately 300 marketing representatives.

Our group insurance products are distributed through the following
channels:

- The National Accounts unit focuses exclusively on our largest 125
customers, generally those having more than 25,000 employees. This unit
assigns account executives and other administrative and technical
personnel to a discrete customer or group of customers in order to
provide them with individualized products and services;

- Our regional sales force operates from 27 offices and generally
concentrates on sales to employers with fewer than 25,000 employees,
through selected national and regional brokers, as well as through
consultants; and

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- The Small Business Center focuses on improving our position in the
smaller end of the market. Currently, seventeen individual offices
staffed with sales and administrative employees are located throughout
the U.S. These centers provide comprehensive support services on a local
basis to brokers and other intermediaries by providing an array of
products and services designed for smaller businesses.

We distribute our retirement and savings products primarily through
separate sales forces for each of our major product groups. We market pension
and other investment-related products to sponsors of retirement and savings
plans covering employees of large private sector companies with plan assets in
excess of $600 million, mid-size and smaller private sector companies, plans
covering public employees, collective bargaining units, nonprofit organizations
and other institutions and individuals. Pension and other investment-related
products are marketed and sold through approximately 50 marketing
representatives. Defined contribution services are marketed through several
distribution channels depending on the target market. For mid- and large-size
employers, a dedicated sales force focuses on new relationships and
cross-selling opportunities with other Institutional Business distribution
channels. With respect to the small plan segment, generally those with less than
500 lives, defined contribution services are distributed through the agency
system, the Small Business Center and our group regional sales force.

We have entered into several joint ventures and other arrangements with
third parties to expand the marketing and distribution opportunities of our
Institutional Business products and services.

- In February 1998, in cooperation with the AXA Group of France, we
launched the MAXIS Employee Benefits Network to better serve our
multinational clients. The MAXIS Network consists of insurers in more
than 50 countries, including MetLife and AXA and their international
affiliates, offering multinational customers the ability to pool the
experience of local insurance plans and to obtain their insurance needs
through a single program.

- In April 1998, we formed an alliance with Travelers Property Casualty
Corp. to offer Synchrony(SM), a product which combines administration of
short- and long-term disability benefits with workers' compensation
benefits from Travelers.

- In 1998, we entered into an agreement with American Express Company to
offer our 401(k) plan investment management and administrative services
to their small employer customers.

We also seek to sell our Institutional Business products and services
through sponsoring organizations and affinity groups. In 1998, AARP, the
nation's leading organization for people 50 years and older, selected us to
offer long-term care insurance to its members. In 1999, we had $75.3 million in
long-term care premiums from this group. In addition, we were selected in 1998
as the preferred provider of long-term care products by the National Long Term
Care Coalition, a national organization of large companies.

GROUP INSURANCE PRODUCTS AND SERVICES

Our group insurance products and services include group life insurance and
non-medical health insurance such as short- and long-term disability, long-term
care and dental insurance. Other products include employer-sponsored auto and
homeowners insurance provided through our Auto & Home segment and prepaid legal
plans. The following table sets forth premiums and

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fees and other selected data for each of our group insurance products and
services for the periods indicated:

GROUP INSURANCE PRODUCTS(1)

<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS, EXCEPT AS INDICATED)
<S> <C> <C> <C>
Group Life:
Premiums, fees and other income........................ $ 3,985 $ 3,815 $ 3,592
Policyholder liabilities............................... $12,176 $11,656 $10,598
Life insurance in-force (in billions).................. $ 1,196 $ 1,096 $ 1,135
Group Non-Medical Health:
Premiums, fees and other income........................ $ 1,913 $ 1,570 $ 1,281
Policyholder liabilities............................... $ 3,854 $ 3,178 $ 3,169
</TABLE>

- ---------------
(1) Premiums from our employer-sponsored auto and homeowners insurance are
reported in our Auto & Home segment.

GROUP LIFE. Group life insurance products and services include group term,
group universal life, group variable universal life, dependent life and survivor
benefits. These products and services can be standard products or tailored to
meet specific customer needs. This category also includes high face amount life
insurance products covering senior executives for compensation-related or
benefit-funding purposes.

GROUP NON-MEDICAL HEALTH. Group non-medical health insurance consists of
short- and long-term disability, long-term care, dental and accidental death and
dismemberment. We also sell excess risk and administrative services only
arrangements to some employers. We sold our medical insurance operations in
1995.

OTHER PRODUCTS AND SERVICES. We are the market leader in auto and
homeowners insurance programs that are sponsored by employers and offered on a
voluntary basis. Through our Auto & Home segment, we offer auto and homeowners
insurance to employees in the workplace, which is usually paid for through
payroll deduction. See "-- Auto & Home". Other products and services include
prepaid legal plans, which are offered through approximately 250 corporate
sponsors. Prepaid legal plans are generally voluntary products that provide
employees with access to covered legal services at competitive prices.

RETIREMENT AND SAVINGS PRODUCTS AND SERVICES

Our retirement and savings products and services include administrative
services sold to 401(k) and other defined contribution plans, guaranteed
interest products and other retirement and savings products and services. The
following table sets forth selected data for each of our retirement and savings
products and services for the periods indicated:

RETIREMENT AND SAVINGS PRODUCTS AND SERVICES

<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN BILLIONS)
<S> <C> <C> <C>
Defined Contribution Plans Services:
Number of participants (in millions)...................... 1.6 1.7 1.6
Assets administered....................................... $85.9 $79.4 $67.1
Liabilities for guaranteed interest products................ $20.4 $21.8 $20.6
Liabilities for other retirement and savings products....... $41.2 $43.1 $42.6
</TABLE>

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DEFINED CONTRIBUTION PLAN SERVICES. Since 1996, we have made a number of
key acquisitions in the defined contribution marketplace, making us a leading
provider of administrative services to 401(k) and other defined contribution
plans. We provide full service defined contribution programs to companies of all
sizes in the expanding 401(k) plan market, as well as to the nonprofit,
educational and health care markets. Our programs involve a full range of
record-keeping (including employee communications) services, either on a
stand-alone basis or combined with asset management services.

GUARANTEED INTEREST PRODUCTS. We offer guaranteed interest contracts,
known as GICs, our Met Managed GIC and similar products. In traditional GICs and
funding agreements, corporations and other institutions invest their funds in
products in which the principal and interest are guaranteed by the issuing
insurance company for a specified period of time. We also sell annuity guarantee
products, generally in connection with the termination of pension plans, funds
available from defined contribution plans or the funding of structured
settlements. Sales of guaranteed interest products declined in 1999 and 1998,
primarily as a result of a shift in customers' investment preferences from
guaranteed interest products to separate account alternatives as interest rates
declined in those years. Substantially all of our GICs contain provisions
limiting early terminations, including penalties for early terminations and
minimum notice requirements. Included in our guaranteed interest products at
December 31, 1999 are $2.5 billion of funding agreements, $0.6 billion of which
we assumed from General American Life Insurance Company. Of the $2.5 billion of
funding agreements, $29 million, $708 million, $452 million and $1,117 million
may be terminated after 1-day, 7-day, 30-day and 90-day notice periods,
respectively. The remaining $176 million of the $2.5 billion of funding
agreements may not be put by the holder prior to their maturity. Excluded from
this total is $5.1 billion of funding agreements assumed from General American
Life Insurance Company, which were terminated on October 1, 1999 in connection
with our exchange offer. See "Business -- Acquisition of GenAmerica".

The Met Managed GIC is an investment product that complements traditional
GICs through the added feature of customer participation in the investment
results of the funds underlying the Met Managed GIC product. We are the industry
leader in assets under management for this type of product with assets of $11.9
billion in 1999. The Met Managed GICs allow the contractholders to receive, at
termination, the market value of their accounts or to transfer their accounts at
book value to a traditional GIC product, in which case the interest rate
credited will be adjusted to reflect any difference between the market value of
the transferred account and its book value.

OTHER RETIREMENT AND SAVINGS PRODUCTS AND SERVICES. Other retirement and
savings products and services include separate account contracts for the
investment and management of defined benefit and defined contribution plans on
behalf of corporations and other institutions. Customer funds are deposited in
separate accounts managed by us or by an independent manager, and invested in a
variety of assets including fixed income instruments, common stock and real
estate. In 1999, 88.3% of our institutional separate account assets were managed
by a MetLife affiliate and 11.7% were managed by non-affiliates. We report asset
management fees for assets managed by us in our Asset Management segment, while
administrative fees are reported in our Institutional Business segment.

ASSET MANAGEMENT

Through our wholly-owned subsidiary State Street Research and our
controlling interest in Nvest Companies, L.P. and its affiliates, Asset
Management provides a broad variety of asset management products and services
primarily to third-party institutions and individuals. Asset Management had
total assets under management of $189.8 billion at December 31, 1999, growing at
a compound annual rate of 14.2% for the five years ended 1999. Included in this
total was $54.9 billion in mutual funds and separate accounts supporting
individual variable life and annuity products, which have grown at a compound
annual rate of 16.7% for the five years ended 1999. At December 31, 1999, Asset
Management's assets under management consisted of
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<PAGE> 136

equities, representing 44% of Asset Management's total assets under management,
fixed income investments (45%), money market investments (6%) and real estate
(5%).

We distribute our asset management products and services through numerous
distribution channels, including State Street Research's and Nvest's dedicated
sales forces, and also through our Individual Business and Institutional
Business distribution channels.

The investment management industry, which includes both retail mutual funds
and institutional asset management, has experienced strong growth over the last
ten years. Mutual fund assets have grown at a compound annual rate of 23.8% for
the ten years ended December 31, 1998. During the same period, institutional
assets, including corporate, government and endowments and foundations, have
grown at a compound annual rate of 10.3%. The number of prime savers (persons
aged 40 to 60 years) has grown 37% between 1988 and 1998. While overall industry
growth has been strong, there has been a shift in preference from defined
benefit plans to defined contribution plans and mutual funds due to favorable
legislation regarding individual savings, a more transient workforce for whom
defined benefit plans are not the best solution and uncertainty surrounding the
long-term viability of Social Security. We believe we are well-positioned to
benefit from this shift due to our broad offering of both institutional and
retail products and our multi-channel distribution network.

ASSET MANAGEMENT STRATEGY

The primary objective of our asset management strategy is to grow assets
under management. To attain this goal, we have implemented the following
strategies:

OFFER EXPANDED LINE OF PRODUCTS AND SERVICES. We seek to grow Asset
Management by offering customers a diverse line of products and services that
focus on the distinct capabilities of each of our subsidiaries. Each of Nvest's
investment management firms implements an independent investment specialty and
philosophy. We believe this approach fosters an entrepreneurial environment that
encourages the development of new, innovative investment management products and
services, while maintaining access to the significant resources of the larger
organization. State Street Research seeks to grow its business by targeting
markets outside its core large institutional retirement plan market, including
the fast growing mid-size plan market and mutual funds.

EXECUTE STRATEGIC ACQUISITIONS. Each of our Asset Management subsidiaries
seeks acquisition opportunities that provide diversification of asset classes
and methods of distribution. We believe Nvest's public holding company structure
provides it with an opportunity to make acquisitions that enhance the overall
business while retaining the acquired company's independent identity. Key
employees are generally expected to continue as active participants in the
acquired business and the acquired firm's executive personnel are responsible
for reviewing their firm's results, plans and budgets. State Street Research
also seeks acquisitions that will enhance the products and services it offers.
For instance, in 1997 a team of professionals specializing in managing money for
professional athletes joined State Street Research, and it has since expanded
its distribution to high net worth individuals through financial services
supermarkets, brokers and financial planners.

ENHANCED DISTRIBUTION SYSTEMS. We seek to increase sales of our products
and services through enhanced distribution systems, including improved
coordination of the independent distribution systems of Nvest, and through
increased utilization of our Individual Business and Institutional Business
distribution channels. We believe that further opportunities exist to increase
sales in many of the markets served by these channels, including sales of mutual
funds to individuals and asset management services to 401(k) plans served by
Institutional Business.

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NVEST

Nvest Companies, L.P. offers a broad array of investment management
products and services across a wide range of asset categories to institutions,
mutual funds and private accounts. Nvest operates as a holding company for
twelve investment management firms and six principal distribution and consulting
firms, all but one of which are wholly owned by Nvest. The twelve investment
management firms operate as independent entities, with each company having
responsibility for its own investment strategy and decisions, business plans,
product development and management fee schedules. Through its distribution and
consulting firms, Nvest makes available certain distribution, consulting and
administrative services that Nvest's subsidiary investment management firms draw
on as needed. These services include marketing, product development and
administrative support such as financial, management information and employee
benefits services.

We are the general partner and, at December 31, 1999, owned approximately
48% of the total economic interest of Nvest and its affiliates. Through Nvest,
L.P., a New York Stock Exchange-listed limited partnership, approximately 14% of
the economic interest in Nvest is publicly traded, with the remaining 38% owned
by others. We acquired our interest in Nvest in August 1996 as part of our
merger with New England Mutual Life Insurance Company. During the five years
ended 1999, Nvest's assets under management have grown at a compound annual rate
of 14.6% to $133 billion. At December 31, 1999, Nvest's assets under management
consisted of equities, representing 44% of Nvest's total assets under
management, fixed income investments (43%), money market investments (8%) and
real estate (5%).

The following table summarizes Nvest's assets under management by investor
type at the dates indicated:

<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN BILLIONS)
<S> <C> <C> <C>
Institutional............................................... $ 86 $ 87 $ 80
Mutual Funds................................................ 36 36 33
Private Accounts............................................ 11 12 12
---- ---- ----
$133 $135 $125
==== ==== ====
</TABLE>

INVESTMENT MANAGEMENT FIRMS

Each of the following twelve investment management firms pursues an
independent investment strategy and philosophy:

- Loomis, Sayles & Company, L.P. actively manages portfolios of publicly
traded fixed-income securities, equity securities and other financial
instruments for a client base consisting of institutional clients,
endowments, foundations and third-party corporate investment portfolios,
manages assets for high net worth individuals and advises the Loomis
Sayles Funds.

- Harris Associates L.P. is primarily a value-equity style investment
advisory firm with institutional, private account and multi-manager
product offerings; it also serves as the investment advisor for The
Oakmark Family of Funds.

- AEW Capital Management, L.P. is a real estate advisory firm which
utilizes its real estate, research and capital markets expertise to focus
on high-yield equity and debt strategies, real estate securities and
directly held interests in real estate portfolios.

- Back Bay Advisors, L.P., which manages mutual funds in two mutual fund
groups sponsored by Nvest affiliates, as well as institutional funds for
the pension and foundation marketplace, specializes in fixed-income
management.
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<PAGE> 138

- Jurika & Voyles, L.P. provides investment advisory services to
institutions, individuals and mutual funds utilizing a fundamental,
research-driven investment approach which seeks to invest at
opportunistic prices in the stock of companies exhibiting growth in cash
flow.

- Kobrick Funds, LLC provides investment management services for equity
mutual funds.

- Reich & Tang Funds, a division of Reich & Tang Asset Management L.P.,
manages money market mutual funds that are marketed primarily through
brokerage houses and regional commercial banks and acts as administrator
for mutual funds advised by third parties and for the equity funds
managed by Reich & Tang Capital Management.

- Reich & Tang Capital Management, a division of Reich & Tang Asset
Management L.P., manages mutual funds, private investment partnerships
and equity funds for institutions and individuals.

- Snyder Capital Management, L.P. provides investment advisory services
primarily to institutions and high net worth individuals and families,
and specializes in investing in small- to mid-capitalization equities.

- Vaughan, Nelson, Scarborough & McCullough, L.P. manages equity, fixed
income and balanced portfolios for foundations, endowments, institutions
and high net worth individuals.

- Westpeak Investment Advisors, L.P. provides customized equity management
for institutional investors, such as pension plans, foundations and
endowments, and mutual funds, utilizing an active, quantitative research
capability.

- Capital Growth Management Limited Partnership provides investment
management services for mutual funds and for a limited number of large
institutions and individual clients.

Nvest's investment management firms market their services to institutions,
individually managed private accounts for high net worth individuals and mutual
funds. The institutional market for investment management services includes
corporate, government and union pension plans, endowments and foundations and
corporations purchasing investment management services for their own account.
Nvest's management firms also advise or sub-advise approximately 100 mutual
funds, the great majority of which are grouped into eight fund "families" and
are marketed through a variety of channels.

DISTRIBUTION AND CONSULTING FIRMS

Nvest and its six principal distribution and consulting firms listed below
provide distribution, marketing and administrative services to Nvest's
investment management firms:

- Nvest Funds Distributor, L.P. serves as the distributor and is
responsible for all sales-related activities of the Nvest Funds Group, a
proprietary group of mutual funds. It distributes mutual funds through
retail sales networks of regional and national brokerage firms and other
distribution channels, including our Individual and Institutional
channels.

- Nvest Associates, Inc. provides institutional marketing and consulting
services to Nvest's investment management firms.

- Nvest Advisor Services assists in the marketing and distribution of
mutual funds advised by several of Nvest's investment management firms
through financial planners and advisors.

- Nvest Managed Account Services assists in the marketing and distribution
of investment products to mutual fund wrap programs.

- Nvest Retirement Services assists in the marketing and distribution of
mutual funds advised by several of Nvest's investment management firms to
retirement plan sponsors, large 401(k) plan providers and consultants.

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<PAGE> 139

- Nvest Services Company, Inc. provides fund administration, legal and
compliance and human resources services to the Nvest Funds Group. It also
provides its services, on a voluntary basis, to Nvest's other affiliates
and fund families.

STATE STREET RESEARCH

State Street Research conducts its operations through two wholly-owned
subsidiaries, State Street Research & Management Company, a full-service
investment management firm, and SSR Realty Advisors, Inc., a full-service real
estate investment advisor. State Street Research offers investment management
services in all major investment disciplines through multiple channels of
distribution in both the retail and institutional marketplaces. State Street
Research had assets under management of $56.8 billion, having grown at a
compound annual rate of 13.2% for the five years ended 1999. At December 31,
1999, State Street Research's assets under management consisted of equities,
representing 44% of State Street Research's total assets under management, fixed
income investments (50%), money market investments (1%) and real estate (5%).

State Street Research is currently an investment manager for ten of the
twelve largest U.S. corporate pension plans. The majority of State Street
Research's institutional business is concentrated in qualified retirement funds,
including both defined benefit and defined contribution plans. State Street
Research also provides investment management services to foundations and
endowments. In addition, State Street Research serves as advisor or subadvisor
for 37 mutual funds, as well as five mutual fund portfolios underlying MetLife's
variable life and annuity products, collectively with $18.9 billion of assets
under management at December 31, 1999.

The following table summarizes State Street Research's assets under
management by investor type for the periods indicated:

<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN BILLIONS)
<S> <C> <C> <C>
Institutional............................................... $37.6 $38.8 $35.4
Mutual Funds................................................ 18.9 17.0 14.7
Private Accounts............................................ 0.3 0.2 --
----- ----- -----
$56.8 $56.0 $50.1
===== ===== =====
</TABLE>

MARKETING AND DISTRIBUTION

State Street Research distributes its investment products to institutions
through its own institutional sales force, MetLife's institutional sales force
and pension consultants. Our Institutional Business sales force is the largest
contributor to State Street Research institutional sales, representing 68% of
the 1999 total. State Street Research's mutual fund products are distributed
primarily through large retail brokerage firms (40.5% of mutual fund sales) and
by the MetLife career agency sales force (59.5% of mutual fund sales). In
addition to the primary distribution channels, State Street Research has
developed distribution capabilities through regional brokerage firms, mutual
fund supermarkets, registered investment advisors and financial planners. State
Street Research also offers its products to the defined contribution market
through Institutional Business' defined contribution group, as well as directly
through its own distribution channel.

AUTO & HOME

Auto & Home, operating primarily through Metropolitan Property and Casualty
Insurance Company, a wholly-owned subsidiary of MetLife, offers personal lines
property and casualty insurance directly to employees through employer-sponsored
programs, as well as through a

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<PAGE> 140

variety of retail distribution channels, including the MetLife career agency
system, independent agents and Auto & Home specialists. Auto & Home primarily
sells auto insurance, which represented 79.0% of Auto & Home's total net
premiums earned in 1999, and homeowners insurance, which represented 19.8% of
Auto & Home's total net premiums earned in 1999. Auto insurance includes both
standard and non-standard (insurance for risks having higher loss experience or
loss potential than risks covered by standard insurance) policies.

On September 30, 1999, our Auto & Home segment acquired the standard
personal lines property and casualty insurance operations of The St. Paul
Companies, which had in-force premiums of approximately $1.1 billion and
approximately 3,000 independent agents and brokers. This acquisition
substantially increased the size of this segment's business, making us the
eleventh largest personal property and casualty insurer in the U.S. based on
1998 net premiums written, and will also give us a strong presence in a number
of additional states.

AUTO & HOME STRATEGY

EXPAND EMPLOYER-SPONSORED PROGRAMS. We believe the employer-sponsored
distribution channel represents a significant growth opportunity to expand sales
of our Auto & Home products to our Institutional Business clients. The rapid
growth and acceptance of employer-sponsored marketing of auto and homeowners
insurance is a relatively recent development, and most employers do not
currently offer it as a benefit. Currently only a small percentage of our
Institutional Business clients offer Auto & Home products. We also anticipate
significant growth of existing employer-sponsored programs through greater
penetration of the employee base.

CONTINUE BUILDING DIRECT MARKETING CAPABILITY. In the third quarter of
1998, Auto & Home launched a direct response marketing distribution channel. We
expect the direct marketing distribution channel to generate sales through
target mailings, telemarketing, broad advertising, affinity groups, agent
referrals, bank relationships and the Internet. We believe that our experience
with using direct marketing distribution techniques in the employer-sponsored
distribution channel, combined with the strength of the MetLife brand name,
should enable us to compete successfully in the direct marketing distribution
channel.

ENHANCE RETAIL DISTRIBUTION. We currently market our products through
retail channels in 46 states. Since 1997, we have emphasized, through additional
advertising, pricing, and underwriting efforts, certain states in which we
believe we have the most potential for profitable growth.

CONTINUE TO REDUCE CATASTROPHE EXPOSURE. Since Hurricane Andrew in 1992,
our management has worked actively to reduce Auto & Home's exposure to losses
from catastrophes. Actions include a reduction in homeowners policies in force
in states having greater exposure to severe hurricanes, in conformity with
regulatory requirements. At the same time, Auto & Home has significantly
enhanced reinsurance coverage in all regions to limit losses from catastrophes.

PRODUCTS

Auto & Home's insurance products include:

- auto, including both standard and non-standard private passenger;

- homeowners, including renters, condominium and dwelling fire; and

- other personal lines, including umbrella (protection against losses in
excess of amounts covered by other liability insurance policies),
recreational vehicles and boat owners.

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<PAGE> 141

The following table sets forth net premiums earned and other operating results
for Auto & Home for the periods indicated:

<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED
DECEMBER 31,
------------------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
AUTO:(1)
Net premiums earned...................................... $1,383 $1,164 $1,123
Loss ratio without catastrophes.......................... 75.6% 73.6% 76.9%
Loss ratio due to catastrophes........................... 0.5% 1.3% 0.2%
------ ------ ------
Loss ratio............................................... 76.1% 74.9% 77.1%
Expense ratio............................................ 27.9% 26.3% 24.8%
------ ------ ------
Combined ratio........................................... 104.0% 101.2% 101.9%
Combined ratio without catastrophes...................... 103.5% 99.9% 101.7%
HOMEOWNERS:(1)
Net premiums earned...................................... $ 347 $ 225 $ 217
Loss ratio without catastrophes.......................... 60.9% 46.5% 53.6%
Loss ratio due to catastrophes........................... 6.3% 18.5% 7.1%
------ ------ ------
Loss ratio............................................... 67.2% 65.0% 60.7%
Expense ratio............................................ 34.3% 32.3% 30.3%
------ ------ ------
Combined ratio........................................... 101.5% 97.3% 91.0%
Combined ratio without catastrophes...................... 95.2% 78.8% 83.9%
ALL LINES:(1)
Net premiums earned...................................... $1,751 $1,403 $1,354
Loss ratio without catastrophes.......................... 72.7% 69.4% 72.7%
Loss ratio due to catastrophes........................... 1.7% 4.0% 1.3%
------ ------ ------
Loss ratio............................................... 74.4% 73.4% 74.0%
Expense ratio............................................ 29.3% 27.4% 25.9%
------ ------ ------
Combined ratio........................................... 103.7% 100.8% 99.9%
Combined ratio without catastrophes...................... 102.0% 96.8% 98.6%
</TABLE>

- ---------------
(1) Loss adjustment expenses are reflected in our loss ratio. We believe this
presentation is consistent with the presentation of other property and
casualty insurers.

AUTO COVERAGES. Auto insurance policies include coverages for private
passenger automobiles, utility automobiles and vans, motorcycles, motor homes,
antique or classic automobiles and trailers. Auto & Home offers common coverages
such as liability, uninsured motorist, no fault or personal injury protection
and collision and comprehensive coverages. Auto & Home also offers non-standard
auto insurance, which accounted for $128 million in net premiums earned in 1999.

HOMEOWNERS COVERAGES. Homeowners insurance provides protection for
homeowners, renters, condominium owners and residential landlords against losses
arising out of damage to dwellings and contents from a wide variety of perils,
as well as coverage for liability arising from ownership or occupancy.

Traditional insurance policies for dwellings represent most of Auto &
Home's homeowners policies providing protection for loss on a "replacement cost"
basis. These policies provide additional coverage for reasonable expenses for
normal living expenses incurred by policyholders who have been displaced from
their homes.

MARKETING AND DISTRIBUTION

Personal lines auto and homeowners insurance products are directly marketed
to employees through employer-sponsored programs. Auto & Home products are also
marketed and sold by the MetLife career agency sales force, independent agents
and Auto & Home specialists. For the

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<PAGE> 142

year ended December 31, 1999, employer-sponsored programs, independent agents,
the MetLife career agency force, Auto & Home specialists and other distribution
channels accounted for 32.0%, 30.5%, 25.0%, 7.9% and 4.6%, respectively, of
total net premiums earned by the Auto & Home segment.

EMPLOYER-SPONSORED PROGRAMS. Net premiums earned through Auto & Home's
employer-sponsored distribution channel have grown from $329.2 million in 1995
to $561.6 million in 1999, a compound annual rate of 14.3%. Auto & Home is the
leading provider of employer-sponsored auto and homeowners products. At December
31, 1999, over 1,000 employers offered our Auto & Home products to their
employees.

Institutional Business marketing representatives market the
employer-sponsored Auto & Home products to employers through a variety of means,
including broker referrals and cross-selling to our group customers. Once
endorsed by the employer, we commence marketing efforts to employees. Employees
who are interested in the group auto and homeowners products can call a
toll-free number for a quote, and can purchase coverage and authorize payroll
deduction over the telephone. Auto & Home has also developed proprietary
software that permits an employee to obtain a quote for group auto insurance
through Auto & Home's Internet website.

In the early 1990s, Auto & Home created a multi-tiered pricing structure
that permits Auto & Home to underwrite virtually any individual auto risk,
allowing us to offer a policy to virtually all of a company's employees. Auto &
Home's multi-tiered pricing structure for auto insurance permits us to write
classes of business for which other industry participants do not compete, or
compete solely by writing through multiple companies, which is less convenient
for employees and more expensive to administer.

RETAIL DISTRIBUTION CHANNELS. We market and sell Auto & Home products
through the MetLife career agency sales force, independent agents and Auto &
Home specialists. In recent years, we have increased our use of independent
agents and Auto & Home specialists to sell these products.

Independent agents. At December 31, 1999, Auto & Home maintained contracts
with approximately 6,000 agents and brokers, which includes those of The St.
Paul Companies. Independent agents have been the primary source of new business
production for Auto & Home's non-standard auto insurance program.

Auto & Home specialists. Approximately 385 Auto & Home specialists sell
products for Auto & Home in 19 states. Auto & Home's strategy is to utilize Auto
& Home specialists, who are our employees, in geographic markets that are
underserved by our career agents. Auto & Home intends to increase the number of
Auto & Home specialists in many of the selected states on which we focus.

MetLife career agency system. Approximately 2,400 agents in the MetLife
career agency system sell Auto & Home insurance products. Sales of Auto & Home
products by agents have been declining since the early 1990s, due principally to
the reduction in the number of agents in our career agency sales force. See
"-- Individual Business -- Marketing and Distribution".

OTHER DISTRIBUTION CHANNELS. We believe that Auto & Home's experience with
direct response marketing in connection with the employer-sponsored marketing
distribution channel, plus the strength of the MetLife brand name, give Auto &
Home advantages that can successfully be used to establish a direct response
marketing operation. During late 1997 and early 1998, Auto & Home developed
pricing, underwriting, financial control and sales capabilities and information
technology for our auto products needed to enter the direct response marketing
distribution channel. In the third quarter of 1998, Auto & Home commenced direct
response marketing activities for our auto products in California. During 1999,
the direct response channel was extended to Maryland, Michigan and Missouri, and
presently represents 5% of new auto insurance sales. The direct response
marketing channel will permit sales to be generated through
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<PAGE> 143

sources such as target mailings, broad advertising, affinity groups, career
agent referrals, bank relationships and the Internet.

In 1999, Auto & Home's lines of business were concentrated in the following
states, as measured by net premiums earned: Massachusetts ($265 million or 15.0%
of total net premiums earned), New York ($250 million or 14.2%), Connecticut
($100 million or 5.7%), Florida ($99 million or 5.6%) and Illinois ($84 million
or 4.8%).

CLAIMS

Auto & Home's claims department includes approximately 2,100 employees
located in Auto & Home's Warwick, Rhode Island home office, fifteen field claim
offices, four law department house counsel offices and drive-in inspection and
other sites throughout the United States. These employees include claim
adjusters, appraisers, attorneys, managers, medical specialists, investigators,
customer service representatives, claim financial analysts and support staff.
Claim adjusters, representing the majority of employees, investigate, evaluate
and settle over 700,000 claims annually, principally by telephone.

Auto & Home seeks to control claims severity by using experienced
adjusters, medical management resources and preferred provider organizations.
Auto & Home also employs an expert software system incorporating a database of
expert medical opinions to evaluate the severity of bodily injury and uninsured
motorist bodily injury claims. That system is licensed under an agreement that
expires in 2002.

Auto & Home is currently installing a new proprietary claims handling
system that uses technology with data mining capabilities to help claims
personnel provide service and control claims severity while limiting personnel
costs. The system is being used in all Auto & Home claims offices, and is
expected to be installed, by year-end 2000, in the claims offices acquired as a
result of the acquisition of The St. Paul standard personal lines.

INTERNATIONAL

International provides life insurance, accident and health insurance,
annuities and savings and retirement products to both individuals and groups,
and auto and homeowners coverage to individuals. We focus on the Asia/Pacific
region, Latin America and selected European countries. We currently have
insurance operations in South Korea, Taiwan, Hong Kong, Indonesia, Mexico,
Argentina, Brazil, Uruguay, Spain and Portugal. In addition, at the end of 1999
we obtained a license to sell life insurance in Poland. We operate in
international markets through subsidiary and branch operations, as well as
through joint ventures. In 1999, International had over six million customers.

INTERNATIONAL STRATEGY

We seek to develop a presence in international markets that are
experiencing significant demand for insurance products and where we believe we
can gain significant market share. We evaluate potential markets in terms of the
market opportunity, such as our ability to generate long-term profits, the
regulatory and competitive environment and related market risk. We believe that
such markets provide us with the opportunity to realize higher growth rates and
higher profit margins than we might achieve domestically. Accordingly, we seek
higher rates of return on these operations. However, because these operations
are not yet mature, we focus not only on current earnings, but on building
embedded value. Our primary focus is on developing economies in Asia, Latin
America and Europe. We intend to expand our international operations by
continuing to make investments in countries in which we currently have
operations, as well as in selected new markets, either through start-up
operations or by acquisition.

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<PAGE> 144

As part of this strategy to focus on growth markets, as well as to divest
operations that would not meet our financial objectives, we disposed of
substantial portions of our operations in the U.K. in 1997 and in Canada in
1998. Both operations were located in mature, highly competitive and rapidly
consolidating markets in which market share gains were very difficult.

The following table sets forth selected data for International for the
periods indicated:

INTERNATIONAL(1)

<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED
DECEMBER 31,
----------------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Premiums.................................................... $ 518 $ 414 $ 444
Deposits.................................................... $ 303 $ 530 $ 162
Assets...................................................... $3,289 $2,324 $1,707
Number of agents............................................ 6,591 3,680 5,197
Number of countries......................................... 10 8 8
</TABLE>

- ---------------
(1) Information in table excludes data for the U.K. and Canada. We disposed of
substantial portions of our operations in the U.K. in 1997 and in Canada in
1998.

ASIA/PACIFIC REGION

SOUTH KOREA. MetLife Saengmyoung Ltd., which became a wholly-owned
subsidiary in 1998, has more than 200,000 customers and sells individual life
insurance, savings and retirement and non-medical health products. The company
also sells group life and savings and retirement products. Premiums and deposits
for 1999 were $188 million.

TAIWAN. We launched our Taiwanese operations through a branch of
Metropolitan Insurance and Annuity Company in May 1989. The branch has
approximately 3.3 million customers and sells individual life, accident,
non-medical health and personal travel insurance products, as well as group
life, accident, and non-medical health insurance products. Individual products
are primarily sold through career agents and through direct marketing, while
group coverages are sold through agents and brokers. Premiums and deposits for
1999 were $124 million.

HONG KONG. Metropolitan Life Insurance Company of Hong Kong Limited, which
was established in 1995, sells individual life insurance products through sales
agents. In 1998, we signed an agreement to distribute our products through an
established brokerage network. We also distribute our products in Hong Kong
through other brokers and general agents. In addition, we recently entered into
a marketing agreement with the local operations of The Chase Manhattan Bank to
offer insurance products to the credit card and retail banking customers of
Chase in Hong Kong.

INDONESIA. P.T. MetLife Sejahtera was established in November 1997 and
began selling its products in March 1998. The joint venture sells individual
life insurance products through a full-time agency sales force.

LATIN AMERICA

MEXICO. We expanded into Latin America in 1992 with the launching of
Seguros Genesis, S.A., a wholly-owned subsidiary, in Mexico. Seguros Genesis
sells individual and group insurance, as well as savings and retirement
products, through sales agents and brokers, and is now the fifth largest life
insurer in Mexico. Premiums and deposits for 1999 were $207 million.

ARGENTINA. We established our Argentine operations through Metropolitan
Life Seguros de Vida S.A. and Metropolitan Life Seguros de Retiro S.A. in 1994.
Through these affiliates, we sell

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<PAGE> 145

group life insurance products through established brokers and directly to
employers, and individual life insurance and disability products through an
agency sales force, as well as through other distribution channels, such as
direct marketing and independent agent franchises. In 1997, we began to market
group insurance and individual deferred and immediate annuities and currently
have over 515,000 customers. Premiums and deposits for 1999 were $64 million.

BRAZIL. Metropolitan Life Seguros e Previdencia Privada, S.A., based in
Sao Paulo, was formed in 1997 and started business in early 1999, focusing on
group life and accident products.

URUGUAY. In July 1998, we established Metropolitan Life Seguros de Vida
S.A., and started business in early 1999, offering individual life insurance
products through an agency sales force.

EUROPE

SPAIN. We operate in Spain through a 50-50 joint venture with Banco
Santander Central Hispano, S.A., Spain's largest financial group. Our Spanish
affiliates sell personal life insurance, savings and retirement and non-life
insurance products through both their own agency sales force and the branch
network of Banco Santander. The affiliates operate under the "Genesis" brand. In
November 1995, Genesis launched a direct auto business (Genesis Auto) and there
are now over 127,000 Genesis Auto policyholders. Premiums and deposits for 1999
were $193 million.

PORTUGAL. In late 1992, we entered the market in Portugal through branches
of our Spanish joint venture subsidiaries. Genesis in Portugal distributes
personal life insurance, savings and retirement and non-life insurance products
through its agency sales force and the branch network of Banco Santander
Portugal. Premiums and deposits for 1999 were $41 million.

In addition, we obtained a license to sell life insurance in Poland in
1999.

ACQUISITION OF GENAMERICA

BACKGROUND

On January 6, 2000, we acquired GenAmerica Corporation for $1.2 billion in
cash. GenAmerica is a leading provider of life insurance, life reinsurance and
other financial services to affluent individuals, businesses, insurers and
financial institutions. GenAmerica's products and services include individual
life insurance and annuities, life reinsurance, institutional asset management,
group life and health insurance and administration, pension benefits
administration and software products and technology services for the life
insurance industry. GenAmerica's subsidiary, General American Life Insurance
Company, distributes its life insurance products through approximately 625
agents in its independent general agency system and approximately 1,575 active
independent insurance agents and brokers.

GenAmerica is a holding company which owns General American Life Insurance
Company. GenAmerica's subsidiaries also include Reinsurance Group of America,
Inc. ("RGA"), one of the largest life reinsurers in the United States based on
in-force premiums, and Conning Corporation ("Conning"), a manager of investments
for General American Life and other insurer and pension clients. Upon completion
of the acquisition of GenAmerica, we owned approximately 58% and 61% of the
outstanding common stock of RGA and Conning, respectively. On March 9, 2000, we
announced that we had agreed to acquire all of the outstanding shares of Conning
common stock not already owned by us for $12.50 per share in cash, or
approximately $65 million. The transaction is subject to customary terms and
conditions, including regulatory approvals. Both RGA and Conning are publicly
traded. See "Business -- Legal Proceedings" for a description of legal
proceedings relating to the Conning offer.

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<PAGE> 146

We agreed to acquire GenAmerica after it developed liquidity problems and
General American Life was placed under administrative supervision by the
Missouri Department of Insurance. At July 31, 1999, General American Life's
outstanding funding agreements aggregated $6.8 billion, of which $3.4 billion
and $1.8 billion were reinsured by ARM Financial Group, Inc. and RGA,
respectively. These reinsurance transactions were recorded using the deposit
method of accounting. These funding agreements guarantee the holder a return on
principal at a stated interest rate for a specified period of time. They also
allow the holder to "put" the agreement to General American Life for a payout of
the principal and interest within designated time periods of 7, 30 or 90 days.

In July 1999, Moody's Investors Services, Inc. downgraded the claims paying
ability rating of ARM due to the relative illiquidity of certain of its invested
assets, which resulted in General American Life recapturing the obligations and
assets related to the funding agreements reinsured by ARM. As a result of the
recapture, Moody's downgraded General American Life's claims paying ability
rating from A2 with a stable outlook to A3. Upon announcement of the downgrade,
a large number of funding agreement holders exercised puts of agreements having
outstanding principal amounts aggregating approximately $5.0 billion. General
American Life was unable to liquidate sufficient assets in an orderly fashion
without incurring significant losses. General American Life notified the
Missouri Department of Insurance of a liquidity crisis on August 9, 1999 and the
Department placed General American Life under administrative supervision.
Shortly thereafter, General American Mutual Holding Company, the parent of
GenAmerica, entered into discussions with us and several other companies for the
sale of GenAmerica. Those discussions culminated in our execution of a stock
purchase agreement with General American Mutual Holding Company on August 26,
1999 and our purchase of GenAmerica on January 6, 2000.

REASONS FOR THE ACQUISITION

GenAmerica offers us a strategic opportunity to expand our Individual
Business distribution system. GenAmerica's independent general agency system,
which principally targets affluent individuals, complements the current MetLife
and New England distribution systems. GenAmerica also provides us with
relationships with regional networks of broker-dealers and a strong geographic
presence in the midwest. Additionally, GenAmerica has been a leader in supplying
technology to the life insurance industry, having developed a number of
sophisticated software products and technology services that are used by a
number of life insurers. Finally, the acquisition of RGA and Conning allows us
to expand our opportunities in the life reinsurance and investment management
businesses.

TERMS OF ACQUISITION

Pursuant to the stock purchase agreement, we have a first priority
perfected security interest in the purchase price proceeds to cover losses that
we incur for which GenAmerica's parent, General American Mutual Holding Company,
has indemnified us. Such indemnified losses include breaches of representations
and warranties, certain legal proceedings brought within three years after the
date of closing, alleged breaches of General American Life's funding agreements
and guaranteed interest contracts and the acceleration of payments under certain
compensation arrangements and benefit plans. Amounts will be released to General
American Mutual Holding Company over time, but, subject to holdbacks for
disputed pending or threatened claims existing at that time, no later than the
third anniversary of the closing date. Costs incurred in connection with any
matter covered by the seller's indemnification will be recorded as expenses in
our consolidated statement of income in the period they are incurred. Recoveries
of such costs will be evaluated and estimated independently of the costs
incurred and will be recorded in Metropolitan Life Insurance Company's
consolidated statement of income for the period recovery is probable.

144
<PAGE> 147

In connection with the acquisition, we offered each holder of a General
American Life funding agreement the option to exchange its funding agreement for
a MetLife funding agreement with substantially identical terms and conditions or
receive cash equal to the principal amount of the funding agreement and accrued
interest. Holders of approximately $5.1 billion of the total $5.7 billion of
General American Life's remaining funding agreement liabilities elected to
receive cash. We completed the funding agreement exchange offer on September 29,
1999. In consideration of this exchange offer, General American Life transferred
to Metropolitan Life Insurance Company assets selected by Metropolitan Life
Insurance Company and General American Life having a market value equal to the
market value of the funding agreement liabilities. In addition, Metropolitan
Life Insurance Company has coinsured new and certain existing business of
General American Life and some of its affiliates.

FINANCING

We financed the acquisition of GenAmerica stock from available funds and
the proceeds from the issuance of $900 million of short-term debt. We expect to
use a portion of the proceeds from the offerings and the private placements to
repay up to $450 million of this debt.

In addition, we incurred approximately $3.2 billion of short-term debt,
consisting primarily of commercial paper, in connection with our exchange offer
to holders of General American Life funding agreements. During the fourth
quarter of 1999, we repaid $1.5 billion of this debt. On September 29, 1999,
MetLife Funding, Inc. and Metropolitan Life Insurance Company obtained an
additional committed credit facility for $5 billion, which serves as back-up for
this commercial paper.

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<PAGE> 148

BUSINESS OF GENAMERICA

GenAmerica is organized into four major business segments: Life Insurance
and Annuity; Life Reinsurance; Institutional Asset Management; and Insurance
Services and Related Businesses. GenAmerica also maintains a Corporate and
Consolidation/Elimination segment through which it reports items that are not
directly allocable to any of its business segments, primarily home office
general and administrative expenses and interest expense on long-term debt. This
segment includes the elimination of all inter-segment amounts. The accounting
policies of these segments, including inter-segment transactions, are
consistent, in all material respects, with those described in MetLife's
consolidated financial statements. GenAmerica's businesses will be incorporated
into our business segments as applicable, except for RGA, which we will
separately designate as our Reinsurance segment.

The following table sets forth selected data for GenAmerica and for each of
GenAmerica's segments for the periods indicated:

<TABLE>
<CAPTION>
AT OR FOR THE YEAR ENDED
DECEMBER 31,
-----------------------------------
1999 1998 1997
--------- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
STATEMENT OF INCOME AND BALANCE SHEET DATA:
Total revenues....................................... $ 3,919.5 $ 3,863.6 $ 3,192.9
Operating income(1).................................. $ 28.1 $ 120.9 $ 98.9
Net income (loss).................................... $ (174.3) $ 113.5 $ 96.2
Assets............................................... $23,594.3 $28,949.2 $23,947.2
Policyholder liabilities............................. $14,117.2 $20,559.0 $16,995.7
Separate account liabilities......................... $ 6,892.0 $ 5,194.9 $ 4,052.0
SEGMENT DATA:(2)
LIFE INSURANCE AND ANNUITY:
Total revenues....................................... $ 1,442.3 $ 1,497.6 $ 1,350.7
Operating income(1).................................. $ 35.9 $ 52.5 $ 41.3
Net income........................................... $ 14.9 $ 51.9 $ 45.1
Assets............................................... $15,154.5 $14,256.9 $13,333.9
LIFE REINSURANCE:
Total revenues....................................... $ 1,721.4 $ 1,503.1 $ 1,071.8
Operating income(1).................................. $ 49.1 $ 49.3 $ 43.7
Net income........................................... $ 17.5 $ 34.1 $ 32.5
Assets............................................... $ 5,107.5 $ 6,329.6 $ 4,680.5
INSTITUTIONAL ASSET MANAGEMENT:
Total revenues....................................... $ 47.3 $ 191.1 $ 137.1
Operating income(1).................................. $ 9.2 $ 15.9 $ 12.5
Net income (loss).................................... $ (188.6) $ 15.7 $ 13.2
Assets............................................... $ 104.7 $ 7,108.1 $ 4,293.0
INSURANCE SERVICES AND RELATED BUSINESSES:
Total revenues....................................... $ 738.2 $ 691.6 $ 645.7
Operating income (loss)(1)........................... $ (13.8) $ 10.8 $ 10.7
Net income........................................... $ 17.0 $ 12.7 $ 12.4
Assets............................................... $ 3,314.0 $ 2,994.8 $ 2,663.0
CORPORATE AND CONSOLIDATION/ELIMINATION:
Total revenues....................................... $ (29.7) $ (19.8) $ (12.4)
Operating loss....................................... $ (52.3) $ (7.6) $ (9.3)
Net loss............................................. $ (35.1) $ (0.9) $ (7.0)
Assets............................................... $ (86.4) $(1,740.2) $(1,023.2)
</TABLE>

- ---------------
(1) Operating income (loss) is calculated as net income (loss) less (i) realized
investment gains and losses, (ii) GenAmerica's share of RGA's gains or
losses on operations that are

146
<PAGE> 149

classified as discontinued in RGA's consolidated financial statements, but
included in GenAmerica's operating income (loss), (iii) surplus tax, and
(iv) fees to exit the funding agreement business. Realized investment gains
and losses have been adjusted for (a) deferred policy acquisition
amortization to the extent that such amortization results from realized
investment gains and losses and (b) additions to future policy benefits
resulting from the need to establish additional liabilities due to the
recognition of investment gains. This presentation may not be comparable to
presentations made by other insurers.

The following provides a reconciliation of net income (loss) to operating
income for GenAmerica consolidated:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------------
1999 1998 1997
------- ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Net income (loss)........................................... $(174.3) $113.5 $ 96.2
Adjustments to reconcile net income (loss) to operating
income
Gross realized investment (gains) losses.................. 164.0 (12.4) (28.4)
Income tax on gross realized investment gains and
losses.................................................. (54.4) 3.9 10.0
------- ------ ------
Realized investment (gains) losses, net of income tax... 109.6 (8.5) (18.4)
------- ------ ------
Amounts allocated to investment gains and losses.......... (8.4) (0.5) 6.8
Income tax on amounts allocated to investment gains and
losses.................................................. 3.0 0.2 (2.4)
------- ------ ------
Amount allocated to investment gains and losses, net of
income tax............................................ (5.4) (0.3) 4.4
------- ------ ------
Loss from discontinued operations, net of income tax...... 6.3 16.2 11.4
------- ------ ------
Surplus tax............................................... -- -- 5.3
------- ------ ------
Fees to exit funding agreement business, net of income tax
of $49.5................................................ 91.9 -- --
------- ------ ------
Operating income............................................ $ 28.1 $120.9 $ 98.9
======= ====== ======
</TABLE>

The following provides a reconciliation of net income to operating income
for the Life Insurance and Annuity segment of GenAmerica:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
----------------------
1999 1998 1997
----- ----- ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Net income.................................................. $14.9 $51.9 $ 45.1
Adjustments to reconcile net income to operating income:
Gross realized investments (gains) losses................. 36.2 1.1 (15.1)
Income tax on gross realized investment gains and
losses.................................................. (9.7) (0.3) 5.3
----- ----- ------
Realized investment (gains) losses, net of income tax... 26.5 0.8 (9.8)
----- ----- ------
Amounts allocated to investment gains and losses.......... (8.5) (0.4) 6.8
Income tax on amounts allocated to investment gains and
losses.................................................. 3.0 0.2 (2.4)
----- ----- ------
Amount allocated to investment gains and losses, net of
income tax............................................. (5.5) (0.2) 4.4
----- ----- ------
Surplus tax............................................... -- -- 1.6
----- ----- ------
Operating income............................................ $35.9 $52.5 $ 41.3
===== ===== ======
</TABLE>

147
<PAGE> 150

The following provides a reconciliation of net income to operating income
for the Life Reinsurance segment of GenAmerica:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
--------------------------
1999 1998 1997
------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Net income.................................................. $ 17.5 $ 34.1 $ 32.5
Adjustments to reconcile net income to operating income:
Gross realized investment (gains) losses.................. 38.9 (1.7) (0.3)
Income tax on gross realized investment gains and
losses.................................................. (13.6) 0.7 0.1
------ ------ ------
Realized investment (gains) losses, net of income tax... 25.3 (1.0) (0.2)
------ ------ ------
Loss from discontinued operations, net of income tax...... 6.3 16.2 11.4
------ ------ ------
Operating income............................................ $ 49.1 $ 49.3 $ 43.7
====== ====== ======
</TABLE>

The following provides a reconciliation of net income (loss) to operating
income for the Institutional Asset Management segment of GenAmerica:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------
1999 1998 1997
------- ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Net income (loss)........................................... $(188.6) $15.7 $13.2
Adjustments to reconcile net income (loss) to operating
income:
Gross realized investment (gains) losses.................. 163.0 0.3 (1.3)
Income tax on gross realized investment gains and
losses.................................................. (57.1) (0.1) 0.4
------- ----- -----
Realized investment (gains) losses, net of income tax... 105.9 0.2 (0.9)
------- ----- -----
Surplus tax............................................. -- -- 0.2
------- ----- -----
Fees to exit funding agreement business, net of income tax
of $49.5................................................ 91.9 -- --
------- ----- -----
Operating income............................................ $ 9.2 $15.9 $12.5
======= ===== =====
</TABLE>

The following provides a reconciliation of net income to operating income
(loss) for the Insurance Services and Related Businesses segment of GenAmerica:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
------------------------
1999 1998 1997
------ ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Net income.................................................. $ 17.0 $12.7 $12.4
Adjustments to reconcile net income to operating income
(loss):
Gross realized investment gains........................... (47.5) (2.1) (3.8)
Income tax on gross realized investment gains............. 16.6 0.3 1.3
------ ----- -----
Realized investment gains, net of income tax............ (30.9) (1.8) (2.5)
------ ----- -----
Amounts allocated to investment gains..................... 0.1 (0.1) --
Income tax on amounts allocated to investment gains....... -- -- --
------ ----- -----
Amount allocated to investment gains, net of income
tax................................................... 0.1 (0.1) --
------ ----- -----
Surplus tax............................................... -- -- 0.8
------ ----- -----
Operating income (loss)..................................... $(13.8) $10.8 $10.7
====== ===== =====
</TABLE>

148
<PAGE> 151

The following provides a reconciliation of net loss to operating loss for
the Corporate and Consolidation/Elimination segment of GenAmerica:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
--------------------------
1999 1998 1997
------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Net loss.................................................... $(35.1) $ (0.9) $ (7.0)
Adjustments to reconcile net loss to operating loss
Gross realized investment gains........................... (26.6) (10.0) (7.9)
Income tax on gross realized investment gains............. 9.4 3.3 2.9
------ ------ ------
Realized investment gains, net of income tax............ (17.2) (6.7) (5.0)
------ ------ ------
Surplus tax............................................... -- -- 2.7
------ ------ ------
Operating loss.............................................. $(52.3) $ (7.6) $ (9.3)
====== ====== ======
</TABLE>

We believe the supplemental operating information presented above allows
for a more complete analysis of results of operations. Realized investment gains
and losses have been excluded due to their volatility between periods and
because such data are often excluded when evaluating the overall financial
performance of insurers. Operating income (loss) should not be considered as a
substitute for any GAAP measure of performance. Our method of calculating
operating income (loss) may be different from the method used by other companies
and therefore comparability may be limited.

(2) Segment data does not include consolidation and elimination entries related
to intersegment amounts.

After General American Life was placed under administrative supervision by
the Missouri Department of Insurance, sales of new insurance policies and
annuity contracts by GenAmerica declined significantly and surrender levels for
existing policyholders and annuity owners increased. Although we intend to
quickly integrate GenAmerica into our existing operations, we cannot guarantee
that we will be able to do so or that sales by GenAmerica of new insurance
policies and annuity contracts and surrender rates for existing policies and
contracts will return to pre-supervision levels. GenAmerica incurred a net loss
in 1999, principally due to losses from the sale of invested assets to meet
funding agreement and other policy obligations and the write-down of assets to
their current market value; there can be no assurance that future profitability
will not be adversely affected.

LIFE INSURANCE AND ANNUITY. GenAmerica's Life Insurance and Annuity
segment, which represented approximately 37% of GenAmerica's total revenues in
1999, offers a wide variety of life insurance and annuity products to individual
customers. GenAmerica's individual life insurance products consist of universal
and variable universal life, whole life and term life. GenAmerica's annuity
products consist of variable annuities and fixed annuities. GenAmerica sells
these products primarily to professionals, business owners and other affluent
individuals, resulting in an average face value of approximately $340,000, one
of the highest average face values per policy in the insurance industry.

GenAmerica uses multiple distribution channels to sell its life insurance
and annuity products, including approximately 275 independent general agencies,
representing a total of approximately 625 agents in its independent general
agency system and approximately 1,575 active independent insurance agents and
brokers. GenAmerica markets its various products through additional channels,
including consultants, insurance brokers, worksite, affinity group and direct
marketing to businesses and affluent individuals.

The Life Insurance and Annuity segment's revenues, excluding realized
investment gains and losses, grew from $1.3 billion in 1997 to $1.5 billion in
1999, a compound annual rate of 7.4%. In 1999, operating income declined by
31.6% to $35.9 million and net income declined by 71.3% to

149
<PAGE> 152

$14.9 million as a result of the effect of GenAmerica's liquidity problems on
its sales, expenses and investment performance.

LIFE REINSURANCE. GenAmerica's Life Reinsurance segment, which represented
approximately 44% of GenAmerica's total revenues in 1999, sells reinsurance
products to life insurers in the U.S. and internationally. GenAmerica conducts
this business through its publicly traded subsidiary RGA. RGA is one of the
largest life reinsurers in North America based on in-force business. It markets
life reinsurance primarily to the largest U.S. life insurers and, in 1999, held
treaties with most of the top 100 U.S. life insurers. U.S. insurers accounted
for 72.2% of RGA's net premiums in 1999. Outside of the U.S., RGA operates
principally in Canada, Latin America and the Asia Pacific region. These
international operations are rapidly expanding and accounted for 27.8% of RGA's
net premiums in 1999.

RGA's business principally consists of traditional, mortality-based
reinsurance, written on both facultative and automatic treaty bases. RGA also
writes non-traditional reinsurance, including asset intensive products and
financial reinsurance. RGA distributes these products and services in the U.S.
through a regionalized direct sales force and internationally primarily through
a direct sales force located in the respective international locations. RGA also
makes limited use of reinsurance intermediaries and brokers to help supplement
sales to its targeted market.

The Life Reinsurance segment's revenues, excluding realized investment
gains and losses, grew at a compound annual rate of 27.9% from $1.1 billion in
1997 to $1.8 billion in 1999. Operating income in 1999 was $49.1 million, which
was essentially unchanged from the 1998 reported amount. Net income declined
48.7% to $17.5 million in 1999 due to exiting the funding agreement business.

INSTITUTIONAL ASSET MANAGEMENT. GenAmerica's Institutional Asset
Management segment, which represented approximately 1.2% of GenAmerica's total
revenues in 1999, offers asset management and related products and services
primarily to the insurance industry. GenAmerica conducts its asset management
business through Conning. Conning's assets under management grew from $26.0
billion in 1997 to $33.2 billion in 1999, a compound annual rate of 13.0%. At
December 31, 1999, of Conning's $33.2 billion of assets under management,
approximately $11.6 billion, or 34.9%, were GenAmerica assets.

The products and services provided by Conning consist of: (1) institutional
asset management and related services; (2) private equity funds; (3) mortgage
loan origination and real estate management; and (4) insurance industry
research. Also reported in GenAmerica's Institutional Asset Management segment
are the results relating to GenAmerica's funding agreement business. GenAmerica
exited the funding agreement business on September 29, 1999. See "-- Terms of
Acquisition".

The Institutional Asset Management segment's revenues, excluding realized
gains and losses, grew from $135.8 million in 1997 to $210.3 million in 1999, a
compound annual rate of 24.4%. In 1999, its operating income declined 42.1% to
$9.2 million. This segment incurred a net loss of $188.6 million due to exiting
the funding agreement business and due to the large investment losses sustained
in raising liquidity and transferring assets to MetLife.

INSURANCE SERVICES AND RELATED BUSINESSES. GenAmerica's Insurance Services
and Related Businesses segment, which represented approximately 19% of total
revenues in 1999, provides administrative services and insurance products for
employers and their employees, as well as software products and technology
services to companies in the life insurance industry.

In its administrative services business, GenAmerica provides administrative
support services to employer sponsored health plans and investment products and
investment, administrative and consulting services to 401(k) and pension plans.

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<PAGE> 153

Through its wholly-owned subsidiary NaviSys, GenAmerica also provides
software products and technology services that include life and annuity
administration systems, insurance underwriting systems, sales illustration
software, and electronic commerce and Internet-related products and services.

The Insurance Services and Related Businesses segment's revenues, excluding
realized investment gains and losses, grew from $641.9 million in 1997 to $690.8
million in 1999, a compound annual rate of 3.7%. This segment incurred an
operating loss of $13.8 million as a result of the aforementioned liquidity
problem and subsequent sale of the group health business. Net income increased
33.9% to $17.0 million primarily due to a realized investment gain related to
the sale of a non-strategic subsidiary.

On January 1, 2000, GenAmerica exited the group medical business through a
co-insurance agreement with Great-West Life & Annuity Insurance Company
(Great-West). This co-insurance agreement also includes any life and health
business that is directly associated with the medical business. GenAmerica is
required to reimburse Great-West for up to $10 million in net operating losses
incurred during 2000. These amounts have been reflected in the 1999 consolidated
financial statements of GenAmerica. GenAmerica must also compensate Great-West
for certain amounts receivable related to this business should they be deemed
uncollectible.

GENAMERICA INVESTMENTS

GenAmerica had total consolidated assets at December 31, 1999 of $23.6
billion. Of its total consolidated assets, $16.7 billion were held in the
general accounts of its insurance subsidiaries while the remaining $6.9 billion
were held in the separate accounts of its insurance subsidiaries. Of the $16.7
billion of assets held in the general accounts, $13.1 billion consisted of cash
and invested assets.

The following table summarizes the consolidated cash and invested assets
held in the general accounts of GenAmerica's insurance subsidiaries at the dates
indicated.

GENAMERICA INVESTED ASSETS

<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------------------------------------
1999 1998
---------------------- ----------------------
CARRYING CARRYING
VALUE % OF TOTAL VALUE % OF TOTAL
-------- ---------- -------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Fixed maturities(1)............................... $ 6,959.6 53.0% $11,230.9 65.4%
Equity securities(1).............................. 42.5 0.3 38.8 0.2
Commercial mortgage loans......................... 1,678.9 12.8 2,337.5 13.6
Policy loans...................................... 2,243.9 17.1 2,151.0 12.5
Real estate....................................... 131.2 1.0 129.9 0.8
Other invested assets............................. 898.8 6.8 457.6 2.7
Short-term investments............................ 295.3 2.2 200.4 1.2
Cash and cash equivalents......................... 888.3 6.8 619.5 3.6
--------- ----- --------- -----
Total invested assets............................. $13,138.5 100.0% $17,165.6 100.0%
========= ===== ========= =====
</TABLE>

- ---------------
(1) All fixed maturities and equity securities are classified as
available-for-sale and carried at estimated fair value.

The yield on general account invested assets (including net realized gains and
losses on investments) was 6.6%, 7.3% and 7.5% for the years ended December 31,
1999, 1998 and 1997, respectively.

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<PAGE> 154

FIXED MATURITIES. Fixed maturities consist of publicly traded and
privately placed debt securities, primarily of United States corporations,
mortgage-backed securities, asset-backed securities and obligations of the
Canadian government and provinces. The portion of funds invested in Canadian
dollar obligations supports corresponding Canadian liabilities. Fixed maturities
represented approximately 53.0% and 65.4% of GenAmerica's total invested assets
at December 31, 1999 and 1998, respectively.

The following table summarizes GenAmerica's total fixed maturities by NAIC
designation or, if not rated by the NAIC, by the comparable rating of Moody's or
S&P or, if not rated by Moody's or S&P, by GenAmerica's internal rating system.

GENAMERICA TOTAL FIXED MATURITIES BY CREDIT QUALITY

<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------------------------------------------------------
1999 1998
------------------------------ ------------------------------
NAIC RATING AGENCY EQUIVALENT AMORTIZED % OF ESTIMATED AMORTIZED % OF ESTIMATED
DESIGNATION DESIGNATION COST TOTAL FAIR VALUE COST TOTAL FAIR VALUE
- ----------- ------------------------ --------- ----- ---------- --------- ----- ----------
(DOLLARS IN MILLIONS)
<C> <S> <C> <C> <C> <C> <C> <C>
1 Aaa/Aa/A................. $4,267.3 55.9% $ 3,980.0 $ 6,842.0 62.8% $ 7,157.5
2 Baa...................... 2,802.5 36.7 2,534.5 3,555.4 32.6 3,619.1
3 Bb....................... 421.4 5.6 351.7 400.9 3.7 378.1
4 B........................ 102.3 1.3 66.8 64.1 0.6 47.2
5 Caa and lower............ 22.9 0.3 14.4 31.1 0.3 25.3
6 In or near default....... 15.4 0.2 12.2 4.1 0.0 3.7
-------- ----- --------- --------- ----- ---------
Total fixed maturities................ $7,631.8 100.0% $ 6,959.6 $10,897.6 100.0% $11,230.9
======== ===== ========= ========= ===== =========
</TABLE>

Mortgage-backed securities and asset-backed securities represented
approximately 16.3% and 20.2% of GenAmerica's total invested assets at December
31, 1999 and 1998, respectively. GenAmerica invests in pass-through and
collateralized mortgage obligations collateralized by the Federal National
Mortgage Association, the Federal Home Loan Mortgage Corporation, Governmental
National Mortgage Association and Canadian Housing Authority collateral. The
following table sets forth the types of mortgage-backed securities, as well as
other asset-backed securities, held by GenAmerica as of the dates indicated.

GENAMERICA MORTGAGE AND ASSET-BACKED SECURITIES

<TABLE>
<CAPTION>
AT DECEMBER 31,
----------------------
1999 1998
---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C>
CMOs........................................................ $ 741.7 $1,584.2
Commercial mortgage-backed securities....................... 145.0 211.9
Principal only/interest only................................ 27.2 1.8
Other mortgage-backed securities............................ 26.9 42.8
Asset-backed securities..................................... 1,198.1 1,632.8
-------- --------
Total mortgage-backed securities and asset-backed
securities................................................ $2,138.9 $3,473.5
======== ========
</TABLE>

COMMERCIAL MORTGAGE LOANS. GenAmerica's commercial mortgage loan portfolio
comprised 12.8% and 13.6% of its total invested assets at December 31, 1999 and
1998, respectively. During the years ended December 31, 1999, 1998 and 1997, the
average yield on its commercial mortgage loans was 8.8%, 8.4%, and 9.1% per
year, respectively.

The carrying value of commercial mortgage loans at December 31, 1999 was
$1.7 billion. This amount is net of valuation allowances aggregating $29.1
million. The net valuation

152
<PAGE> 155

allowances represent GenAmerica's best estimate of the cumulative impairments on
these loans at that date. However, there can be no assurance that increases in
valuation allowances will not be necessary. Any such increases may have a
material adverse effect on GenAmerica's financial position and results of
operations.

At December 31, 1999, the carrying value of potential problem, problem and
restructured commercial mortgage loans was $48.8 million, $8.6 million and $12.6
million, respectively, net of valuation allowances of $29.1 million in the
aggregate.

Gross interest income on restructured commercial mortgage loan balances
that would have been recorded in accordance with the loans' original terms was
approximately $0.1 million, $1.6 million and $3.7 million for the years ended
December 31, 1999, 1998 and 1997, respectively.

The following table presents the carrying amounts of potential problem,
problem and restructured commercial mortgages relative to the carrying value of
all commercial mortgages as of the dates indicated:

GENAMERICA POTENTIAL PROBLEM, PROBLEM AND RESTRUCTURED COMMERCIAL MORTGAGES AT
CARRYING VALUE

<TABLE>
<CAPTION>
AT DECEMBER 31,
----------------------
1999 1998
---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C>
Total commercial mortgages.................................. $1,678.9 $2,337.5
======== ========
Potential problem commercial mortgages...................... $ 48.8 $ 85.2
Problem commercial mortgages................................ 8.6 20.1
Restructured commercial mortgages........................... 12.6 29.5
-------- --------
Total potential problem, problem and restructured commercial
mortgages................................................. $ 70.0 $ 134.8
======== ========
Total potential problem, problem and restructured commercial
mortgages as a percent of total commercial mortgages...... 4.2% 5.8%
======== ========
</TABLE>

FUTURE POLICY BENEFITS

For all of our product lines, we establish, and carry as liabilities,
actuarially determined amounts that are calculated to meet our policy
obligations at such time as an annuitant takes income, a policy matures or
surrenders or an insured dies or becomes disabled. We compute the amounts for
future policy benefits in our consolidated financial statements in conformity
with generally accepted accounting principles.

We distinguish between short duration and long duration contracts. Short
duration contracts arise from our group life and group dental business. The
liability for future policy benefits for short duration contracts consists of
gross unearned premiums as of the valuation date and the discounted amount of
the future payments on pending claims as of the valuation date. Our long
duration contracts consist of traditional life, term, non-participating whole
life, individual disability income, group long-term disability and long-term
care contracts. We determine future policy benefits for long duration contracts
using assumptions based on current experience, plus a margin for adverse
deviation for these policies. Where they exist, we amortize deferred policy
acquisition costs in relation to the associated premium.

We also distinguish between investment contracts, limited pay contracts and
universal life type contracts. The future policy benefits for these products
primarily consist of policyholders' account balances. We also establish
liabilities for future policy benefits (associated with base policies and
riders, unearned mortality charges and future disability benefits), for other
policyholder funds (associated with unearned revenues and claims payable) and
for unearned revenue (the unamortized portion of front-end loads charged).
Investment contracts primarily consist of individual annuity and certain group
pension contracts that have limited or no mortality

153
<PAGE> 156

risk. We amortize the deferred policy acquisition costs on these contracts in
relation to estimated gross profits. Limited pay contracts primarily consist of
single premium immediate individual and group pension annuities. For limited pay
contracts, we defer the excess of the gross premium over the net premium and
recognize such excess into income in relation to anticipated future benefit
payments. Universal life type contracts consist of universal and variable life
contracts. We amortize deferred policy acquisition costs for limited pay and
universal type contracts using the product's estimated gross profits. For
universal life type contracts with front-end loads, we defer the charge and
amortize the unearned revenue using the product's estimated gross profits.

The liability for future policy benefits for our participating traditional
life insurance is the net level reserve using the policy's guaranteed mortality
rates and the dividend fund interest rate or nonforfeiture interest rate, as
applicable. We amortize deferred policy acquisition costs in relation to the
product's estimated gross margins.

We establish liabilities to account for the estimated ultimate costs of
losses and LOSS ADJUSTMENT EXPENSES ("LAE") for claims that have been reported
but not yet settled, and claims incurred but not reported for the Auto & Home
segment. We base unpaid losses and loss adjustment expenses on:

- case estimates for losses reported on direct business, adjusted in the
aggregate for ultimate loss expectations;

- estimates of incurred but not reported losses based upon past experience;

- estimates of losses on insurance assumed primarily from involuntary
market mechanisms; and

- estimates of future expenses to be incurred in settlement of claims.

We deduct estimated amounts of salvage and subrogation from unpaid losses and
loss adjustment expenses. Implicit in all these estimates are underlying
inflation assumptions because we determine all estimates using expected actual
amounts to be paid. We derive estimates for development of reported claims and
for incurred but not reported claims principally from actuarial analyses of
historical patterns of claims and development for each line of business.
Similarly, we derive estimates of unpaid loss adjustment expenses principally
from actuarial analyses of historical development patterns of the relationship
of loss adjustment expenses to losses for each line of business. We anticipate
ultimate recoveries from salvage and subrogation principally on the basis of
historical recovery patterns.

Pursuant to state insurance laws, our insurance subsidiaries also establish
STATUTORY RESERVES, carried as liabilities, to meet their obligations on their
policies. We establish these statutory reserves in amounts sufficient to meet
our policy and contract obligations, when taken together with expected future
premiums and interest at assumed rates. Statutory reserves generally differ from
liabilities for future policy benefits determined using generally accepted
accounting principles.

The New York Insurance Law and regulations require us to submit to the New
York Superintendent of Insurance, with each annual report, an opinion and
memorandum of a "qualified actuary" that the statutory reserves and related
actuarial amounts recorded in support of specified policies and contracts, and
the assets supporting such statutory reserves and related actuarial amounts,
make adequate provision for our statutory liabilities with respect to these
obligations.

Due to the nature of the underlying risks and the high degree of
uncertainty associated with the determination of our liabilities, we cannot
precisely determine the amounts that we will ultimately pay with respect to
these liabilities, and the ultimate amounts may vary from the estimated amounts,
particularly when payments may not occur until well into the future. However, we
believe our liabilities for future benefits adequately cover the ultimate
benefits. We periodically

154
<PAGE> 157

review our estimates for liabilities for future benefits and compare them with
our actual experience. We revise our estimates when we determine that future
expected experience differs from assumptions used in the development of our
liabilities. If the liabilities originally recorded prove inadequate, we must
increase our liabilities, which may have a material adverse effect on our
business, results of operations and financial condition.

UNDERWRITING AND PRICING

INDIVIDUAL AND INSTITUTIONAL BUSINESSES

Our individual and group insurance underwriting involves an evaluation of
applications for life, disability, dental, retirement and savings and long-term
care insurance products and services by a professional staff of underwriters and
actuaries, who determine the type and the amount of risk that we are willing to
accept. We employ detailed underwriting policies, guidelines and procedures
designed to assist the underwriter to properly assess and quantify risks before
issuing a policy to qualified applicants or groups.

Individual underwriting considers not only an applicant's medical history,
but other factors such as financial profiles, foreign travel, avocations and
alcohol, drug and tobacco use. Our group underwriters generally evaluate the
risk characteristics of each prospective insured group, although with certain
products employees may be underwritten on an individual basis. Generally, we are
not obligated to accept any risk or group of risks from, or to issue a policy or
group of policies to, any employer or intermediary. Requests for coverage are
reviewed on their merits and generally a policy is not issued unless the
particular risk or group has been examined and approved for underwriting.
Underwriting is generally done on a centralized basis by our employees, although
some policies are underwritten by intermediaries under strict guidelines we have
established.

In order to maintain high standards of underwriting quality and
consistency, we engage in a multilevel series of ongoing internal underwriting
audits, and are subject to external audits by our reinsurers, at both our remote
underwriting offices and our corporate underwriting office.

We have established senior level oversight of this process that facilitates
quality sales, serving the needs of our customers, while supporting our
financial strength and business objectives. Our goal is to achieve the
underwriting, mortality and MORBIDITY assumptions in our product pricing. This
is accomplished by determining and establishing underwriting policies,
guidelines, philosophies and strategies that are competitive and suitable for
the customer, the representative and us.

Individual and group product pricing reflects our insurance underwriting
standards. Product pricing on insurance products is based on the expected payout
of benefits calculated through the use of assumptions for mortality, morbidity,
expenses, persistency and investment returns, as well as certain macroeconomic
factors such as inflation. Investment-oriented products are priced based on
various factors, including investment return, expenses and persistency,
depending on the specific product features. Product specifications are designed
to prevent greater than expected mortality, and we periodically monitor
mortality and morbidity assumptions.

Unique to group insurance pricing is experience rating, the process by
which the rate charged to a group policyholder reflects credit for positive past
claim experience or a charge for poor experience. We employ both prospective and
retrospective experience rating. Prospective experience rating involves the
evaluation of past experience for the purpose of determining future premium
rates. Retrospective experience rating involves the evaluation of past
experience for the purpose of determining the actual cost of providing insurance
for the customer for the time period in question.

We continually review our underwriting and pricing guidelines so that our
policies remain progressive, competitive and supportive of our marketing
strategies and profitability goals.

155
<PAGE> 158

Decisions are based on established actuarial pricing and risk selection
principles to ensure that our underwriting and pricing guidelines are
appropriate.

AUTO & HOME

Auto & Home's underwriting function has six principal aspects:

- evaluating potential worksite marketing employer accounts and independent
agencies;

- establishing guidelines for the binding of risks by agents with binding
authority;

- reviewing coverage bound by agents;

- on a case by case basis, underwriting potential insureds presented by
agents outside the scope of their binding authority;

- pursuing information necessary in certain cases to enable Auto & Home to
issue a policy within our guidelines; and

- ensuring that renewal policies continue to be written at rates
commensurate with risk.

Subject to very few exceptions, agents in each of our distribution channels
have binding authority for risks which fall within Auto & Home's published
underwriting guidelines. Risks falling outside the underwriting guidelines may
be submitted for approval to the underwriting department; alternatively, agents
in such a situation may call the underwriting department to obtain authorization
to bind the risk themselves. In most states, Auto & Home generally has the right
within a specified period (usually 60 days) to cancel any policy.

Auto & Home establishes prices for our major lines of insurance based on
our proprietary data base, rather than relying on rating bureaus. Auto & Home
determines prices in part from a number of variables specific to each risk. The
pricing of personal lines insurance products takes into account, among other
things, the expected frequency and severity of losses, the costs of providing
coverage (including the costs of acquiring policyholders and administering
policy benefits and other administrative and overhead costs), competitive
factors and profit considerations.

The major pricing variables for personal lines automobile insurance include
characteristics of the automobile itself, such as age, make and model,
characteristics of insureds, such as driving record and experience, and the
insured's personal financial management. Auto & Home's ability to set and change
rates is subject to regulatory oversight.

As a condition of our license to do business in each state, Auto & Home,
like all other automobile insurers, is required to write or share the cost of
private passenger automobile insurance for higher risk individuals who would
otherwise be unable to obtain such insurance. This "involuntary" market, also
called the "shared market," is governed by the applicable laws and regulations
of each state, and policies written in this market are generally written at
higher than standard rates.

In homeowners' insurance, price is driven by, among other factors, the
frequency of the occurrence of covered perils, the cost to repair or replace
damaged or lost property and the cost of litigation associated with liability
claims. Major underwriting considerations include the condition and maintenance
of the property, adequacy of fire protection and characteristics of insureds,
such as personal financial management. Most homeowners insurance policies have a
provision for automatic annual adjustments in coverage and premium due to
inflation in building and labor costs. Homeowners pricing also includes the
consideration of the incidence and severity of natural catastrophes, such as
hurricanes and earthquakes, over a long-term period.

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<PAGE> 159

REINSURANCE

We cede premiums to other insurers under various agreements that cover
individual risks, group risks or defined blocks of business, on a coinsurance,
yearly renewable term, excess or catastrophe excess basis. These reinsurance
agreements spread the risk and minimize the effect on us of losses. The amount
of each risk retained by us depends on our evaluation of the specific risk,
subject, in certain circumstances, to maximum limits based on characteristics of
coverages. Under the terms of the reinsurance agreements, the reinsurer agrees
to reimburse us for the ceded amount in the event the claim is paid. However, we
remain liable to our policyholders with respect to ceded insurance if any
reinsurer fails to meet the obligations assumed by it. Since we bear the risk of
nonpayment by one or more of our reinsurers, we cede reinsurance to
well-capitalized, highly rated reinsurers.

INDIVIDUAL BUSINESS

In recent periods, in response to the reduced cost of reinsurance coverage,
we have increased the amount of individual mortality risk coverage purchased
from third-party reinsurers. Since 1996, we have entered into reinsurance
agreements that cede substantially all of the mortality risk on term insurance
policies issued during 1996 and subsequent years, and on survivorship whole life
insurance policies issued in 1997 and subsequent years. In 1998, we reinsured
substantially all of the mortality risk on our universal life policies issued
since 1983. We are continuing to reinsure substantially all of the mortality
risk on the universal life policies. As a result of these transactions, we now
reinsure up to 90% of the mortality risk for all new individual insurance
policies that we write.

In addition to these reinsurance policies, we reinsure risk on specific
coverages.

While our retention limit on any one life is $25 million ($30 million for
joint life cases), we may cede amounts below those limits on a case-by-case
basis depending on the characteristics of a particular risk. In addition, we
routinely reinsure certain classes of risks in order to limit our exposure to
particular travel, avocation and lifestyle hazards. We have several individual
life reinsurance agreements with a diversified group of third-party reinsurers.
These automatic pools have permitted us to enhance product performance, while
decreasing business risk.

INSTITUTIONAL BUSINESS

We generally do not utilize reinsurance for our group insurance products,
but we do reinsure when capital requirements and the economic terms of the
reinsurance make it appropriate to do so.

AUTO & HOME

Auto & Home purchases reinsurance to control our exposure to large losses
(primarily catastrophe losses), to stabilize earnings and to protect surplus.
Auto & Home cedes to reinsurers a portion of risks and pays premiums based upon
the risk and exposure of the policies subject to reinsurance.

To control our exposure to large property and casualty losses, Auto & Home
utilizes three varieties of reinsurance agreements in which protection is
provided for a specified type or category of risks. First, we utilize property
catastrophe excess of loss agreements. Second, we utilize casualty excess of
loss agreements. Third, we utilize property per risk excess of loss agreements.

PROPERTY CATASTROPHE EXCESS OF LOSS. Protection against hurricane losses
in Florida is obtained through (1) the state-run Catastrophe Fund, which
provides coverage of 90% of $153 million in excess of $36 million, (2) privately
placed reinsurance of $52.5 million in excess of $200 million, and (3) a
multi-year treaty for Florida second-event coverage in which the
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<PAGE> 160

maximum recoverable is $46.5 million in excess of $50 million. This multi-year
treaty is subject to a 24-month activation period and upon activation the
contract period is 36 months. This coverage becomes activated when the aggregate
incurred losses for the insurance industry exceed $8 billion or the Florida
Hurricane Catastrophe Fund is depleted. For other regions, on January 1, 2000,
Auto & Home entered into a multi-year treaty in which the maximum recoverable
amounts are $37.5 million for any one loss occurrence in excess of $75 million,
$75 million for any one annual period and no more than $112.5 million during the
four-year contract term. On January 1, 2000, Auto & Home also entered into an
annual treaty in which the maximum recoverable amount is $122.5 million for each
and every loss occurrence in excess of $125 million. The aggregate effect of
these coverages is to limit Auto & Home's probable maximum after-tax loss from a
one in 250-year hurricane in Florida or a one in 100-year hurricane in the
Northeast to less than 10% of Auto & Home's statutory surplus.

PROPERTY PER RISK EXCESS OF LOSS. Auto & Home's property per risk excess
of loss coverage has three layers of protection: each current layer is effective
through June 30, 2000. The first layer of coverage provides up to $1 million of
recoveries for each loss in excess of $1 million. The second layer provides up
to $3 million of coverage for each loss in excess of $2 million. The third layer
provides up to $10 million of coverage for each loss in excess of $5 million.
For a given occurrence, the entire program provides maximum coverage of $24
million.

CASUALTY EXCESS OF LOSS. Auto & Home's casualty excess of loss coverage
has three layers of protection: each current layer is effective through June 30,
2000. The first layer covers up to $3 million of losses for each occurrence in
excess of $2 million. The second layer covers up to $5 million of losses for
each occurrence in excess of $5 million. The third layer covers up to $10
million of losses for each occurrence in excess of $10 million.

INVESTMENTS

We had total cash and invested assets at December 31, 1999 of $138.6
billion. In addition, we had $64.9 billion held in our separate accounts, for
which we generally do not bear investment risk.

Our primary investment objective is to maximize after-tax operating income
consistent with acceptable risk parameters. We are exposed to three primary
sources of investment risk:

- credit risk, relating to the uncertainty associated with the continued
ability of a given obligor to make timely payments of principal and
interest;

- interest rate risk, relating to the market price and cash flow
variability associated with changes in market interest rates; and

- market valuation risk for equity holdings.

We manage credit risk through in-house fundamental analysis of the
underlying obligors, issuers, transaction structures and real estate properties.
We also manage credit risk and valuation risk through industry and issuer
diversification and asset allocation. For real estate and agricultural assets,
we manage credit risk and valuation risk through geographic, property type, and
product type diversification and asset allocation. We manage interest rate risk
as part of our asset and liability management strategies, product design, such
as the use of market value adjustment features and surrender charges, and
proactive monitoring and management of certain non-guaranteed elements of our
products, such as the resetting of credited interest and dividend rates for
policies that permit such adjustments.

For further information on our management of interest rate risk and market
valuation risk, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Market Risk Disclosure".

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<PAGE> 161

The following table summarizes our cash and invested assets at December 31,
1999 and 1998:

INVESTED ASSETS

INVESTMENT RESULTS

The yield on general account cash and invested assets, excluding net
realized investment gains and losses, was 7.3%, 7.5% and 7.1% for the years
ended December 31, 1999, 1998 and 1997, respectively.

The following table illustrates the yields on average assets for each of
the components of our investment portfolio for the years ended December 31,
1999, 1998 and 1997:

<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------
1999 1998 1997
------------------ ------------------- ------------------
YIELD(1) AMOUNT YIELD(1) AMOUNT YIELD(1) AMOUNT
-------- ------ -------- ------ -------- ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
FIXED MATURITIES:(2)
Investment income.............................. 7.5% $ 7,171 7.4% $ 6,990 7.4% $ 6,481
Net realized gains (losses).................... (538) 573 118
------- -------- -------
Total........................................ $ 6,633 $ 7,563 $ 6,599
------- -------- -------
Ending assets.................................. $96,981 $100,767 $92,630
------- -------- -------
MORTGAGE LOANS:(3)
Investment income.............................. 8.1% $ 1,484 8.5% $ 1,580 8.6% $ 1,692
Net realized gains............................. 28 23 56
------- -------- -------
Total........................................ $ 1,512 $ 1,603 $ 1,748
------- -------- -------
Ending assets.................................. $19,739 $ 16,827 $20,193
------- -------- -------
EQUITY REAL ESTATE AND REAL ESTATE JOINT
VENTURES:(4)
Investment income, net of expenses............. 9.7% $ 581 10.4% $ 687 7.5% $ 586
Net realized gains............................. 265 424 446
------- -------- -------
Total........................................ $ 846 $ 1,111 $ 1,032
------- -------- -------
Ending assets.................................. $ 5,649 $ 6,287 $ 7,080
------- -------- -------
POLICY LOANS:
Investment income.............................. 6.1% $ 340 6.6% $ 387 6.3% $ 368
------- -------- -------
Ending assets.................................. $ 5,598 $ 5,600 $ 5,846
------- -------- -------
</TABLE>

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<PAGE> 162

<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------
1999 1998 1997
------------------ ------------------- ------------------
YIELD(1) AMOUNT YIELD(1) AMOUNT YIELD(1) AMOUNT
-------- ------ -------- ------ -------- ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
CASH, CASH EQUIVALENTS AND SHORT-TERM
INVESTMENTS:
Investment income.............................. 4.2% $ 173 5.3% $ 187 5.1% $ 169
Ending assets.................................. $ 5,844 $ 4,670 $ 3,590
------- -------- -------
EQUITY SECURITIES:
Investment income.............................. 1.8% $ 40 2.0% $ 78 1.4% $ 50
Net realized gains............................. 99 994 224
------- -------- -------
Total........................................ $ 139 $ 1,072 $ 274
------- -------- -------
Ending assets.................................. $ 2,006 $ 2,340 $ 4,250
------- -------- -------
OTHER LIMITED PARTNERSHIP INTERESTS:
Investment income.............................. 17.2% $ 199 20.3% $ 196 32.7% $ 302
Net realized gains............................. 33 13 12
------- -------- -------
Total........................................ $ 232 $ 209 $ 314
------- -------- -------
Ending assets.................................. $ 1,331 $ 1,047 $ 855
------- -------- -------
OTHER INVESTED ASSETS:
Investment income.............................. 6.0% $ 91 12.2% $ 406 7.3% $ 324
Net realized gains (losses).................... (24) 71 23
------- -------- -------
Total........................................ $ 67 $ 477 $ 347
------- -------- -------
Ending assets.................................. $ 1,501 $ 1,484 $ 4,456
------- -------- -------
TOTAL INVESTMENTS:
Investment income before expenses and fees..... 7.5% $10,079 7.7% $ 10,511 7.5% $ 9,972
Investment expenses and fees................... (0.2%) (263) (0.2%) (283) (0.4%) (481)
---- ------- ---- -------- ---- -------
Net investment income.......................... 7.3% $ 9,816 7.5% $ 10,228 7.1% $ 9,491
Net realized gains (losses).................... (137) 2,098 879
Realized gains from sales of subsidiaries...... -- 531 139
Adjustments to realized gains (losses)(5)...... 67 (608) (231)
------- -------- -------
Total........................................ $ 9,746 $ 12,249 $10,278
======= ======== =======
</TABLE>

- ---------------
(1) Yields are based on quarterly average asset carrying values for 1999 and
1998, and annual average asset carrying values for 1997 excluding unrealized
investment gains(losses), and for yield calculation purposes, average assets
exclude fixed maturities associated with our security lending program. Fixed
maturity investment income has been reduced by rebates paid under the
program.

(2) Included in fixed maturities are equity linked notes of $1,079 million, $916
million and $860 million at December 31, 1999, 1998 and 1997, respectively,
which include an equity component as part of the notes' return. Investment
income for fixed maturities includes prepayment fees and income from the
securities lending program that has been reclassed from net investment
income.

(3) Investment income from mortgage loans includes prepayment fees.

(4) Equity real estate and real estate joint venture income is shown net of
operating expenses, including depreciation of $247 million, $282 million and
$338 million in 1999, 1998 and 1997, respectively.

(5) Adjustments to realized gains (losses) include accelerated amortization of
deferred acquisition costs, loss recognition for policy liabilities related
to the assets sold and additional credits to participating contracts.

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<PAGE> 163

FIXED MATURITIES

Fixed maturities consist principally of publicly traded and privately
placed debt securities, and represented 69.9% and 72.5% of total cash and
invested assets at December 31, 1999 and 1998, respectively.

Based on estimated fair value, public fixed maturities and private fixed
maturities comprised 82.6% and 17.4% of total fixed maturities at December 31,
1999, respectively, and 83.3% and 16.7% at December 31, 1998, respectively. We
invest in privately placed fixed maturities to enhance the overall value of the
portfolio, increase diversification and obtain higher yields than can ordinarily
be obtained with comparable public market securities. Generally, private
placements provide us with protective covenants, call protection features and,
where applicable, a higher level of collateral. However, we may not freely trade
our private placements because of restrictions imposed by federal and state
securities laws and illiquid trading markets.

The Securities Valuation Office of the NAIC evaluates the bond investments
of insurers for regulatory reporting purposes and assigns securities to one of
six investment categories called "NAIC designations". The NAIC designations
parallel the credit ratings of the Nationally Recognized Statistical Rating
Organizations for marketable bonds. NAIC designations 1 and 2 include bonds
considered investment grade (rated "Baa3" or higher by Moody's, or rated "BBB-"
or higher by S&P) by such rating organizations. NAIC designations 3 through 6
include bonds considered below investment grade (rated "Ba1" or lower by
Moody's, or rated "BB+" or lower by S&P).

The following tables present our public, private and total fixed maturities
by NAIC designation and the equivalent ratings of the Nationally Recognized
Statistical Rating Organizations at December 31, 1999 and 1998, as well as the
percentage, based on estimated fair value, that each designation comprises:

PUBLIC FIXED MATURITIES BY CREDIT QUALITY

<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------------------------------------------------
1999 1998
----------------------------- -----------------------------
ESTIMATED ESTIMATED
NAIC RATING AGENCY AMORTIZED FAIR % OF AMORTIZED FAIR % OF
RATING EQUIVALENT DESIGNATION COST VALUE TOTAL COST VALUE TOTAL
- ------ ---------------------- --------- --------- ----- --------- --------- -----
(DOLLARS IN MILLIONS)
<C> <S> <C> <C> <C> <C> <C> <C>
1 Aaa/Aa/A.................... $55,258 $54,511 68.1% $57,003 $60,735 72.4%
2 Baa......................... 19,908 19,106 23.8 16,472 17,001 20.2
3 Ba.......................... 4,355 4,232 5.3 4,635 4,609 5.5
4 B........................... 2,184 2,153 2.7 1,532 1,477 1.8
5 Caa and lower............... 64 54 0.1 138 106 0.1
6 In or near default.......... 23 23 0.0 2 5 0.0
------- ------- ----- ------- ------- -----
Total public fixed
maturities................ $81,792 $80,079 100.0% $79,782 $83,933 100.0%
======= ======= ===== ======= ======= =====
</TABLE>

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<PAGE> 164

PRIVATE FIXED MATURITIES BY CREDIT QUALITY

<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------------------------------------------------
1999 1998
----------------------------- -----------------------------
ESTIMATED ESTIMATED
NAIC RATING AGENCY AMORTIZED FAIR % OF AMORTIZED FAIR % OF
RATING EQUIVALENT DESIGNATION COST VALUE TOTAL COST VALUE TOTAL
- ------ ---------------------- --------- --------- ----- --------- --------- -----
(DOLLARS IN MILLIONS)
<C> <S> <C> <C> <C> <C> <C> <C>
1 Aaa/Aa/A...................... $ 7,597 $ 7,696 45.5% $ 7,372 $ 7,865 46.7%
2 Baa........................... 6,975 6,845 40.5 6,637 6,862 40.8
3 Ba............................ 1,453 1,404 8.3 1,391 1,362 8.1
4 B............................. 833 816 4.8 621 606 3.6
5 Caa and lower................. 104 87 0.5 129 110 0.6
6 In or near default............ 45 44 0.3 11 14 0.1
------- ------- ----- ------- -------- -----
Subtotal...................... 17,007 16,892 99.9 16,161 16,819 99.9
Redeemable preferred stock.... 10 10 0.1 15 15 0.1
------- ------- ----- ------- -------- -----
Total private fixed
maturities.................. $17,017 $16,902 100.0% $16,176 $ 16,834 100.0%
======= ======= ===== ======= ======== =====
</TABLE>

TOTAL FIXED MATURITIES BY CREDIT QUALITY

<TABLE>
<CAPTION>
AT DECEMBER 31,
-------------------------------------------------------------
1999 1998
----------------------------- -----------------------------
ESTIMATED ESTIMATED
NAIC RATING AGENCY AMORTIZED FAIR % OF AMORTIZED FAIR % OF
RATING EQUIVALENT DESIGNATION COST VALUE TOTAL COST VALUE TOTAL
- ------ ---------------------- --------- --------- ----- --------- --------- -----
(DOLLARS IN MILLIONS)
<C> <S> <C> <C> <C> <C> <C> <C>
1 Aaa/Aa/A...................... $62,855 $62,207 64.2% $64,375 $ 68,600 68.1%
2 Baa........................... 26,883 25,951 26.8 23,109 23,863 23.7
3 Ba............................ 5,808 5,636 5.8 6,026 5,971 5.9
4 B............................. 3,017 2,969 3.1 2,153 2,083 2.1
5 Caa and lower................. 168 141 0.1 267 216 0.2
6 In or near default............ 68 67 0.0 13 19 0.0
------- ------- ----- ------- -------- -----
Subtotal...................... 98,799 96,971 100.0 95,943 100,752 100.0
Redeemable preferred stock.... 10 10 0.0 15 15 0.0
------- ------- ----- ------- -------- -----
Total fixed maturities........ $98,809 $96,981 100.0% $95,958 $100,767 100.0%
======= ======= ===== ======= ======== =====
</TABLE>

Based on estimated fair values, total investment grade public and private
placement fixed maturities comprised 91.0% and 91.8% of total fixed maturities
in the general account at December 31, 1999 and 1998, respectively.

162
<PAGE> 165

The following table shows the amortized cost and estimated fair value of
fixed maturities, by contractual maturity dates (excluding scheduled sinking
funds), at December 31, 1999 and 1998:

FIXED MATURITIES BY CONTRACTUAL MATURITY DATES

<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------------------------------------
1999 1998
---------------------- ----------------------
ESTIMATED ESTIMATED
AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE
--------- --------- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Due in one year or less..........................
$ 3,180 $ 3,217 $ 2,380 $ 2,462
Due after one year through five years............
18,152 18,061 17,062 17,527
Due after five years through ten years...........
23,755 23,114 23,769 24,714
Due after ten years..............................
26,316 25,918 26,276 29,070
------- ------- ------- --------
Subtotal.......................................
71,403 70,310 69,487 73,773
Mortgage-backed and other asset-backed
securities.....................................
27,396 26,661 26,456 26,979
------- ------- ------- --------
Subtotal.......................................
98,799 96,971 95,943 100,752
Redeemable preferred stock.......................
10 10 15 15
------- ------- ------- --------
Total fixed maturities...........................
$98,809 $96,981 $95,958 $100,767
======= ======= ======= ========
</TABLE>

PROBLEM, POTENTIAL PROBLEM AND RESTRUCTURED FIXED MATURITIES. We monitor
fixed maturities to identify investments that management considers to be
problems or potential problems. We also monitor investments that have been
restructured.

We define problem securities in the fixed maturities category as securities
as to which principal or interest payments are in default or are to be
restructured pursuant to commenced negotiations, or as securities issued by a
debtor that has subsequently entered bankruptcy.

We define potential problem securities in the fixed maturity category as
securities of an issuer deemed to be experiencing significant operating problems
or difficult industry conditions. We use various criteria, including the
following, to identify potential problem securities:

- debt service coverage or cash flow falling below certain thresholds which
vary according to the issuer's industry and other relevant factors;

- significant declines in revenues or margins;

- violation of financial covenants;

- public securities trading at a substantial discount as a result of
specific credit concerns; and

- other subjective factors.

We define restructured securities in the fixed maturities category as
securities to which we have granted a concession that we would not have
otherwise considered but for the financial difficulties of the obligor or
issuer. We enter into a restructuring when we believe we will realize a greater
economic value under the new terms than through liquidation or disposition. The
terms of the restructuring may involve some or all of the following
characteristics: a reduction in the interest or dividend rate, an extension of
the maturity date, an exchange of debt for equity or a partial forgiveness of
principal or interest.

163
<PAGE> 166

The following table presents the estimated fair value of our total fixed
maturities classified as performing, problem, potential problem and restructured
fixed maturities at December 31, 1999 and 1998:

PROBLEM, POTENTIAL PROBLEM AND RESTRUCTURED FIXED MATURITIES

<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------------------------
1999 1998
------------------- -------------------
ESTIMATED % OF ESTIMATED % OF
FAIR VALUE TOTAL FAIR VALUE TOTAL
---------- ----- ---------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Performing......................................... $96,464 99.5% $100,409 99.6%
Problem............................................ 20 0.0 152 0.2
Potential problem.................................. 482 0.5 192 0.2
Restructured....................................... 15 0.0 14 0.0
------- ----- -------- -----
Total............................................ $96,981 100.0% $100,767 100.0%
======= ===== ======== =====
</TABLE>

We classify all of our fixed maturities as available-for-sale and mark them
to market. We write down to management's expectations of ultimate realizable
value fixed maturities that we deem to be other than temporarily impaired. We
record write-downs as realized losses and include them in earnings and adjust
the cost basis of the fixed maturities accordingly. We do not change the revised
cost basis for subsequent recoveries in value. Such writedowns were $98 million
and $7 million for the years ended December 31, 1999 and 1998, respectively.
Cumulative write-downs on fixed maturities owned were $76 million and $16
million at December 31, 1999 and 1998, respectively.

FIXED MATURITIES BY SECTOR. We diversify our fixed maturities by security
sector. The following tables set forth the estimated fair value of our fixed
maturities by sector, as well as the percentage of the total fixed maturities
holdings that each security sector comprised at December 31, 1999 and 1998, and
show by security type the relative amounts of publicly traded and privately
placed securities:

FIXED MATURITIES BY SECTOR

<TABLE>
<CAPTION>
AT DECEMBER 31, 1999
--------------------------------------------------------------
PUBLICLY TRADED PRIVATELY PLACED TOTAL
------------------ ------------------ ------------------
ESTIMATED % OF ESTIMATED % OF ESTIMATED % OF
FAIR VALUE TOTAL FAIR VALUE TOTAL FAIR VALUE TOTAL
---------- ----- ---------- ----- ---------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
U.S. treasuries/agencies.......... $ 6,298 7.9% $ 1 0.0% $ 6,299 6.5%
Corporate securities.............. 40,207 50.2 15,336 90.7 55,543 57.3
Foreign government securities..... 4,095 5.1 111 0.7 4,206 4.3
Mortgage-backed securities........ 20,032 25.0 247 1.5 20,279 20.9
Asset-backed securities........... 5,715 7.1 667 3.9 6,382 6.6
Other fixed income assets......... 3,732 4.7 540 3.2 4,272 4.4
------- ----- ------- ----- ------- -----
Total........................... $80,079 100.0% $16,902 100.0% $96,981 100.0%
======= ===== ======= ===== ======= =====
</TABLE>

164
<PAGE> 167

FIXED MATURITIES BY SECTOR

<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
--------------------------------------------------------------
PUBLICLY TRADED PRIVATELY PLACED TOTAL
------------------ ------------------ ------------------
ESTIMATED % OF ESTIMATED % OF ESTIMATED % OF
FAIR VALUE TOTAL FAIR VALUE TOTAL FAIR VALUE TOTAL
---------- ----- ---------- ----- ---------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
U.S. treasuries/agencies.......... $ 7,744 9.2% $ 3 0.0% $ 7,747 7.7%
Corporate securities.............. 42,525 50.6 15,453 91.8 57,978 57.5
Foreign government securities..... 4,173 5.0 117 0.7 4,290 4.3
Mortgage-backed securities........ 20,452 24.4 440 2.6 20,892 20.7
Asset-backed securities........... 5,852 7.0 235 1.4 6,087 6.0
Other fixed income assets......... 3,187 3.8 586 3.5 3,773 3.8
------- ----- ------- ----- -------- -----
Total........................... $83,933 100.0% $16,834 100.0% $100,767 100.0%
======= ===== ======= ===== ======== =====
</TABLE>

CORPORATE FIXED MATURITIES. The table below shows the major industry types
that comprise our corporate bond holdings at the dates indicated:

<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------------------------
1999 1998
------------------- -------------------
ESTIMATED % OF ESTIMATED % OF
FAIR VALUE TOTAL FAIR VALUE TOTAL
---------- ----- ---------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Industrial.......................................... $26,480 47.6% $28,388 49.0%
Utility............................................. 6,487 11.7 7,690 13.2
Finance............................................. 11,631 21.0 11,252 19.4
Yankee/Foreign(1)................................... 10,423 18.8 10,295 17.8
Other............................................... 522 0.9 353 0.6
------- ----- ------- -----
Total............................................. $55,543 100.0% $57,978 100.0%
======= ===== ======= =====
</TABLE>

- ---------------
(1) Includes dollar-denominated debt obligations of foreign obligors, known as
Yankee bonds, and other foreign investments.

We diversify our corporate bond holdings by industry and issuer. The
portfolio has no significant exposure to any single issuer. At December 31,
1999, our combined holdings in the ten issuers to which we had the greatest
exposure totaled $3,154 million, which was less than 3% of our total invested
assets at such date. The exposure to the largest single issuer of corporate
bonds we held at December 31, 1999 was $388 million, which was less than 1% of
our total invested assets at such date.

At December 31, 1999, investments of $4,182 million, or 40.1% of the
Yankee/Foreign sector, represented exposure to traditional "Yankee" bonds, which
are dollar-denominated debt obligations of foreign obligors. The balance of this
exposure is primarily dollar-denominated, foreign private placements and project
finance loans. We diversify the Yankee/Foreign portfolio by country and issuer.

We do not have material exposure to foreign currency risk in our invested
assets. In our international insurance operations, both our assets and
liabilities are denominated in local currencies. Foreign currency denominated
securities supporting U.S. dollar liabilities are generally swapped back into
U.S. dollars.

165
<PAGE> 168

MORTGAGE-BACKED SECURITIES. The following table shows the types of
mortgage-backed securities we held at December 31, 1999 and 1998:

MORTGAGE-BACKED SECURITIES

<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------------------------
1999 1998
------------------- -------------------
ESTIMATED % OF ESTIMATED % OF
FAIR VALUE TOTAL FAIR VALUE TOTAL
---------- ----- ---------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Pass-through securities............................. $ 8,478 41.8% $ 8,546 40.9%
------- ----- ------- -----
Collateralized mortgage obligations
Planned amortization class........................ 3,974 19.6 4,593 22.0
Sequential pay class.............................. 3,359 16.5 3,827 18.3
Other............................................. 361 1.8 141 0.7
------- ----- ------- -----
Subtotal....................................... 7,694 37.9 8,561 41.0
Commercial mortgage-backed securities............... 4,107 20.3 3,785 18.1
------- ----- ------- -----
Total..................................... $20,279 100.0% $20,892 100.0%
======= ===== ======= =====
</TABLE>

At December 31, 1999, pass-through and collateralized mortgage obligations
totaled $16,172 million, or 79.7% of total mortgage-backed securities, and a
majority of this amount represented agency-issued pass-through and
collateralized mortgage obligations guaranteed or otherwise supported by the
Federal National Mortgage Association, Federal Home Loan Mortgage Corporation or
Government National Mortgage Association. Other types of mortgage-backed
securities comprised the balance of such amounts reflected in the table. At
December 31, 1999, approximately $2,614 million, or 63.6% of the commercial
mortgage-backed securities and $13,880 million, or 85.9% of the pass-through
securities and collateralized mortgage obligations were rated Aaa/AAA by Moody's
or S&P.

Mortgage-backed securities are purchased to diversify the portfolio risk
characteristics from primarily corporate credit risk to a mix of credit risk and
cash flow risk. The majority of the mortgage-backed securities in our investment
portfolio have relatively low cash flow variability.

The principal risks inherent in holding mortgage-backed securities are
prepayment and extension risks, which will affect the timing of when cash flow
will be received. Our active monitoring of our mortgage-backed securities
mitigates exposure to losses from cash flow risk associated with interest rate
fluctuations.

Mortgage-backed pass-through certificates are the most liquid assets in the
mortgage-backed sector. Pass-through securities represented 41.8% and 40.9% of
our mortgage-backed securities at December 31, 1999 and 1998 respectively.
Pass-through securities distribute, on a pro rata basis to their holders, the
monthly cash flows of principal and interest, both scheduled and prepayments,
generated by the underlying mortgages.

We also invested 37.9% and 41.0% of our mortgage-backed securities at
December 31, 1999 and 1998, respectively, in collateralized mortgage obligations
("CMOs") which have a greater degree of cash flow stability than pass-throughs.

Planned Amortization Class bonds ("PAC") represented 19.6% and 22.0% of our
mortgage-backed securities at December 31, 1999 and 1998, respectively. These
bonds or tranches are structured to provide more certain cash flows to the
investor and therefore are subject to less prepayment and extension risk than
other mortgage-backed securities. PAC tranches derive their stability from
having a specified principal payment schedule, provided prepayments of the
underlying securities remain within their expected range. The other tranches of
a CMO absorb

166
<PAGE> 169

prepayment variations so that PACs maintain a better defined maturity profile
than other mortgage-backed securities. By buying PACs, we accept a lower yield
in return for more certain cash flow. The principal risk of holding PACs is that
prepayments may differ significantly from expectations and we will not receive
the expected yield on the PAC. In contrast, Sequential Pay Class tranches
receive principal payments in a prescribed sequence without a pre-determined
prepayment schedule. In addition to our PACs and Sequential Pay Class tranches,
we had approximately $108 million invested in interest-only or principal-only
mortgage-backed securities at December 31, 1999.

ASSET-BACKED SECURITIES. The following table below shows the types of
asset-backed securities we held at December 31, 1999 and 1998:

ASSET-BACKED SECURITIES

<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------------------------------
1999 1998
--------------------- ---------------------
ESTIMATED % OF ESTIMATED % OF
FAIR VALUE TOTAL FAIR VALUE TOTAL
---------- ----- ---------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Credit card receivables..................... $1,960 30.7% $2,885 47.4%
Automobile receivables...................... 1,070 16.8 1,432 23.5
Home equity loans........................... 1,541 24.1 1,026 16.9
Other....................................... 1,811 28.4 744 12.2
------ ----- ------ -----
Total..................................... $6,382 100.0% $6,087 100.0%
====== ===== ====== =====
</TABLE>

Asset-backed securities are purchased both to diversify the overall risks
of our fixed maturities assets and to provide attractive returns. Our
asset-backed securities are diversified both by type of asset and by issuer.
Credit card receivables constitute the largest exposure in our asset-backed
securities investments. Except for asset-backed securities backed by home equity
loans, the asset-backed securities investments generally have little sensitivity
to changes in interest rates. At December 31, 1999, approximately $3,661
million, or 57.4%, of the total was rated Aaa/AAA by Moody's or S&P.

The principal risks in holding asset-backed securities are structural,
credit and capital market risks. Structural risks include the security's
priority in the issuer's capital structure, the adequacy of and ability to
realize proceeds from the collateral and the potential for prepayments. Credit
risks include consumer or corporate credits such as credit card holders,
equipment lessees, and corporate obligors. Capital market risks include the
general level of interest rates and the liquidity for these securities in the
market place.

167
<PAGE> 170

MORTGAGE LOANS

Our mortgage loans are collateralized by commercial, agricultural and
residential properties. Mortgage loans comprised 14.2% and 12.1% of our total
cash and invested assets at December 31, 1999 and 1998, respectively. The
carrying value of mortgage loans is stated at original cost net of repayments,
amortization of premiums, accretion of discounts and valuation allowances. The
following table shows the carrying value of our mortgage loans by such types at
December 31, 1999 and 1998:

MORTGAGE LOANS BY PORTFOLIO

<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------------------------------
1999 1998
------------------- -------------------
CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL
-------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Commercial................................... $14,862 75.3% $12,360 73.5%
Agricultural................................. 4,798 24.3 4,227 25.1
Residential.................................. 79 0.4 240 1.4
------- ----- ------- -----
Total...................................... $19,739 100.0% $16,827 100.0%
======= ===== ======= =====
</TABLE>

COMMERCIAL MORTGAGE LOANS. We diversify our commercial mortgage loans by
both geographic region and property type, and manage these investments through a
network of regional offices overseen by our investment department. The following
table presents the distribution across geographic regions and property types for
commercial mortgage loans at December 31, 1999 and 1998:

COMMERCIAL MORTGAGE LOAN DISTRIBUTION BY GEOGRAPHIC REGION AND PROPERTY TYPE

<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------------------------
1999 1998
----------------- -----------------
CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL
-------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
REGION
South Atlantic....................................... $ 4,098 27.6% $ 3,463 28.0%
Middle Atlantic...................................... 2,703 18.2 2,220 18.0
Pacific.............................................. 2,596 17.5 1,935 15.7
East North Central................................... 1,865 12.5 1,832 14.8
New England.......................................... 1,095 7.4 1,077 8.7
West South Central................................... 1,012 6.8 676 5.5
West North Central................................... 652 4.4 569 4.6
Mountain............................................. 490 3.3 335 2.7
East South Central................................... 149 1.0 152 1.2
International........................................ 202 1.3 101 0.8
------- ----- ------- -----
Total.............................................. $14,862 100.0% $12,360 100.0%
======= ===== ======= =====
PROPERTY TYPE
Office............................................... $ 6,789 45.7% $ 6,118 49.5%
Retail............................................... 3,620 24.4 2,286 18.5
Apartments........................................... 2,382 16.0 2,378 19.2
Industrial........................................... 1,136 7.6 848 6.9
Hotel................................................ 843 5.7 657 5.3
Other................................................ 92 0.6 73 0.6
------- ----- ------- -----
Total.............................................. $14,862 100.0% $12,360 100.0%
======= ===== ======= =====
</TABLE>

168
<PAGE> 171

The following table presents the scheduled maturities for our commercial
mortgage loans at December 31, 1999 and 1998:

COMMERCIAL MORTGAGE LOAN SCHEDULED MATURITIES

We monitor our mortgage loans on a continual basis. Through this monitoring
process, we review loans that are restructured, delinquent or under foreclosure
and identify those that management considers to be potentially delinquent. These
loan classifications are generally consistent with those used in industry
practice.

We define restructured mortgage loans, consistent with industry practice,
as loans in which we, for economic or legal reasons related to the debtor's
financial difficulties, grant a concession to the debtor that we would not
otherwise consider. This definition provides for loans to exit the restructured
category under certain conditions. We define delinquent mortgage loans,
consistent with industry practice, as loans as to which two or more interest or
principal payments are past due. We define mortgage loans under foreclosure,
consistent with industry practice, as loans as to which foreclosure proceedings
have formally commenced. We define potentially delinquent loans as loans which,
in management's opinion, have a high probability of becoming delinquent.

We review all mortgage loans on an annual basis. These reviews may include
an analysis of the property financial statement and rent roll, lease rollover
analysis, property inspections, market analysis and tenant creditworthiness. We
also review loan-to-value ratios and debt coverage ratios for restructured
loans, delinquent loans, loans under foreclosure, potentially delinquent loans,
loans with an existing valuation allowance, loans maturing within two years and
loans with a loan-to-value ratio greater than 90% as determined in the prior
year.

We establish valuation allowances for loans that we deem impaired, as
determined through our annual review process. We define impaired loans
consistent with Statement of Financial Accounting Standards No. 114, Accounting
by Creditors for Impairment of a Loan, as loans as to which we probably will not
collect all amounts due according to applicable contractual terms of the
agreement. We base valuation allowances upon the present value of expected
future cash flows discounted at the loan's original effective interest rate or
the value of the loan's collateral. We record valuation allowances as realized
losses and include them in earnings. We record subsequent adjustments to
allowances as realized gains or losses and include them in earnings.

169
<PAGE> 172

The following table presents the amortized cost and valuation allowances
for commercial mortgage loans distributed by loan classification at December 31,
1999 and 1998:

COMMERCIAL MORTGAGE LOAN DISTRIBUTION AND VALUATION ALLOWANCE BY LOAN
CLASSIFICATION

<TABLE>
<CAPTION>
AT DECEMBER 31, 1999 AT DECEMBER 31, 1998
----------------------------------------- -----------------------------------------
% OF % OF
AMORTIZED % OF VALUATION AMORTIZED AMORTIZED % OF VALUATION AMORTIZED
COST(1) TOTAL ALLOWANCE COST COST(1) TOTAL ALLOWANCE COST
--------- ----- --------- --------- --------- ----- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Performing.............. $14,098 94.5% $11 0.1% $11,490 91.9% $ 44 0.4%
Restructured............ 810 5.4 52 6.4% 953 7.7 85 8.9%
Delinquent or under
foreclosure........... 17 0.1 4 25.0% 55 0.4 10 18.2%
Potentially
delinquent............ 6 0.0 2 33.3% 4 0.0 3 75.0%
------- ----- --- ------- ----- ---- ----
Total................. $14,931 100.0% $69 0.5% $12,502 100.0% $142 1.1%
======= ===== === ==== ======= ===== ==== ====
</TABLE>

- ---------------
(1) Amortized cost is equal to carrying value before valuation allowances.

The following table presents the changes in valuation allowances for
commercial mortgage loans for the years ended December 31, 1999, 1998 and 1997:

CHANGES IN COMMERCIAL MORTGAGE LOAN VALUATION ALLOWANCES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Balance, beginning of year.................................. $ 142 $ 259 $ 454
Additions................................................... 36 30 46
Deductions for writedowns and dispositions(1)............... (109) (147) (241)
----- ----- -----
Balance, end of year........................................ $ 69 $ 142 $ 259
===== ===== =====
</TABLE>

- ---------------
(1) Includes $26 million related to commercial mortgage loans held by entities
sold in 1998.

The principal risks in holding commercial mortgage loans are property
specific, supply and demand, financial and capital market risks. Property
specific risks include the geographic location of the property, the physical
condition of the property, the diversity of tenants and the rollover of their
leases and the ability of the property manager to attract tenants and manage
expenses. Supply and demand risks include changes in the supply and/or demand
for rental space which cause changes in vacancy rates and/or rental rates.
Financial risks include the overall level of debt on the property and the amount
of principal repaid during the loan term. Capital market risks include the
general level of interest rates, the liquidity for these securities in the
marketplace and the capital available for refinancing of a loan.

170
<PAGE> 173

AGRICULTURAL MORTGAGE LOANS. We diversify our agricultural mortgage loans
by both geographic region and product type. We manage these investments through
a network of regional offices and field professionals overseen by our investment
department. The following table presents the distribution across geographic
regions and product types for agricultural mortgage loans at December 31, 1999
and 1998:

AGRICULTURAL MORTGAGE LOAN DISTRIBUTION
BY GEOGRAPHIC REGION AND BY PRODUCT TYPE

<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------------------------
1999 1998
----------------- -----------------
CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL
-------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
REGION
Pacific................................................ $1,184 24.7% $1,085 25.6%
West North Central..................................... 1,053 21.9 931 22.0
South Atlantic......................................... 840 17.5 734 17.4
East North Central..................................... 737 15.4 671 15.9
West South Central..................................... 405 8.5 356 8.4
Mountain............................................... 371 7.7 327 7.7
East South Central..................................... 189 3.9 108 2.6
New England............................................ 19 0.4 15 0.4
------ ----- ------ -----
Total................................................ $4,798 100.0% $4,227 100.0%
====== ===== ====== =====
PRODUCT TYPE
Annual Crop............................................ $2,276 47.4% $2,128 50.3%
Permanent.............................................. 932 19.5 848 20.1
Agribusiness........................................... 761 15.8 578 13.7
Livestock.............................................. 655 13.7 564 13.3
Timber................................................. 174 3.6 109 2.6
------ ----- ------ -----
Total................................................ $4,798 100.0% $4,227 100.0%
====== ===== ====== =====
</TABLE>

The following table presents the scheduled maturities for our agricultural
mortgage loans at December 31, 1999 and 1998:

AGRICULTURAL MORTGAGE LOAN MATURITY PROFILE

Approximately 62% of the $4,798 million of agricultural mortgage loans
outstanding at December 31, 1999 was subject to rate resets prior to maturity. A
substantial portion of these loans are successfully renegotiated and remain
outstanding to maturity. The process and policies

171
<PAGE> 174

for monitoring the agricultural mortgage loans and classifying them by
performance status are generally the same as those for the commercial mortgage
loans.

The following table presents the amortized cost and valuation allowances
for agricultural mortgage loans distributed by loan classification at December
31, 1999 and 1998:

AGRICULTURAL MORTGAGE LOAN DISTRIBUTION AND VALUATION ALLOWANCE BY LOAN
CLASSIFICATION

<TABLE>
<CAPTION>
AT DECEMBER 31, 1999 AT DECEMBER 31, 1998
----------------------------------------- -----------------------------------------
% OF % OF
AMORTIZED % OF VALUATION AMORTIZED AMORTIZED % OF VALUATION AMORTIZED
COST(1) TOTAL ALLOWANCE COST COST(1) TOTAL ALLOWANCE COST
--------- ----- --------- --------- --------- ----- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Performing............. $4,616 95.8% $ 1 0.0% $4,051 95.2% $10 0.2%
Restructured........... 165 3.4 11 6.7% 182 4.3 14 7.7%
Delinquent or under
foreclosure.......... 27 0.6 2 7.4% 10 0.2 -- 0.0%
Potentially
delinquent........... 8 0.2 4 50.0% 12 0.3 4 33.3%
------ ----- --- ------ ----- ---
Total................ $4,816 100.0% $18 0.4% $4,255 100.0% $28 0.7%
====== ===== === ====== ===== ===
</TABLE>

- ---------------
(1) Amortized cost is equal to carrying value before valuation allowances.

The following table presents the changes in valuation allowances for
agricultural mortgage loans for the years ended December 31, 1999, 1998 and
1997:

CHANGES IN AGRICULTURAL MORTGAGE LOAN VALUATION ALLOWANCES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1999 1998 1997
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Balance, beginning of year.................................. $ 28 $27 $12
Additions................................................... 4 10 15
Deductions for writedowns and dispositions.................. (14) (9) --
---- --- ---
Balance, end of year........................................ $ 18 $28 $27
==== === ===
</TABLE>

The principal risks in holding agricultural mortgage loans are property
specific, supply and demand, financial and capital market risks. Property
specific risks include the location of the property, soil types, weather
conditions and the other factors that may impact the borrower's personal
guaranty. Supply and demand risks include the supply and demand for the
commodities produced on the specific property and the related price for those
commodities. Financial risks include the overall level of debt on the property
and the amount of principal repaid during the loan term. Capital market risks
include the general level of interest rates, the liquidity for these securities
in the marketplace and the capital available for refinancing of a loan.

EQUITY REAL ESTATE AND REAL ESTATE JOINT VENTURES

Our equity real estate and real estate joint venture investments consist of
commercial and agricultural properties located throughout the U.S. and Canada.
We manage these investments through a network of regional offices overseen by
our investment department. At December 31, 1999 and 1998, the carrying value of
our equity real estate and real estate joint ventures was $5,649 million and
$6,287 million, respectively, or 4.1% and 4.5% of total cash and invested
assets. The carrying value of equity real estate is stated at depreciated cost
net of impairments and valuation allowances. The carrying value of real estate
joint ventures is stated at our equity in the real estate joint ventures net of
impairments and valuation allowances. These holdings consist of equity real
estate, interests in real estate joint ventures and real estate acquired upon
foreclosure

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of commercial and agricultural mortgage loans. The following table presents the
carrying value of our equity real estate and real estate joint ventures at
December 31, 1999 and 1998:

EQUITY REAL ESTATE AND REAL ESTATE JOINT VENTURES

These investments are diversified by geographic location and property
types. The following table presents the distribution across geographic regions
and property types for equity real estate and real estate joint ventures at
December 31, 1999 and 1998:

EQUITY REAL ESTATE AND REAL ESTATE JOINT VENTURES
DISTRIBUTION BY GEOGRAPHIC REGION AND PROPERTY TYPE

<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------------------------
1999 1998
----------------- -----------------
CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL
-------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
REGION
East................................................... $1,863 33.0% $1,960 31.2%
West................................................... 1,657 29.3 1,828 29.1
South.................................................. 1,416 25.1 1,628 25.9
Midwest................................................ 544 9.6 681 10.8
International.......................................... 169 3.0 190 3.0
------ ----- ------ -----
Total................................................ $5,649 100.0% $6,287 100.0%
====== ===== ====== =====
PROPERTY TYPE
Office................................................. $3,846 68.1% $4,265 67.8%
Retail................................................. 587 10.4 640 10.2
Apartments............................................. 474 8.4 418 6.6
Land................................................... 258 4.6 313 5.0
Industrial............................................. 160 2.8 168 2.7
Hotel.................................................. 151 2.7 169 2.7
Agriculture............................................ 96 1.7 195 3.1
Other.................................................. 77 1.3 119 1.9
------ ----- ------ -----
Total................................................ $5,649 100.0% $6,287 100.0%
====== ===== ====== =====
</TABLE>

Office properties representing 68.1% and 67.8% of our equity real estate
and real estate joint venture holdings at December 31, 1999 and 1998,
respectively, are well diversified geographically. The average occupancy level
of office properties was 92% and 93% at December 31, 1999 and 1998,
respectively.

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<PAGE> 176

We classify equity real estate and real estate joint ventures as held for
investment or held for sale. The following table presents the carrying value of
equity real estate and real estate joint ventures by such classifications at
December 31, 1999 and 1998:

EQUITY REAL ESTATE AND REAL ESTATE JOINT VENTURES
CLASSIFICATION BY HELD FOR INVESTMENT AND HELD FOR SALE

<TABLE>
<CAPTION>
AT DECEMBER 31,
-----------------------------------
1999 1998
---------------- ----------------
CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL
-------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Equity real estate and real estate joint ventures held for
investment............................................... $5,151 91.2% $5,893 93.7%
Equity real estate and real estate joint ventures held for
sale..................................................... 498 8.8 394 6.3
------ ----- -------- -----
Total.................................................... $5,649 100.0% $6,287 100.0%
====== ===== ======== =====
</TABLE>

Ongoing management of these investments includes quarterly appraisals, as
well as an annual market update and review of each property's budget, financial
returns, lease rollover status and our exit strategy. In addition to individual
property reviews, we employ an overall strategy of selective dispositions and
acquisitions as market opportunities arise. Our current strategy follows the
completion of a program to substantially reduce the size of our total real
estate holdings. Our disposition effort began in 1995, when the carrying value
of our holdings at year end was $9,514 million, and ended in 1998 with a
carrying value of our holdings at $6,287 million.

We adjust the carrying value of equity real estate and real estate joint
ventures held for investment for impairments whenever events or changes in
circumstances indicate that the carrying value of the property may not be
recoverable. We write down impaired real estate to estimated fair value, which
we generally compute using the present value of future cash flows from the
property, discounted at a rate commensurate with the underlying risks. We record
writedowns as realized losses through earnings and we reduce the cost basis of
the properties accordingly. We do not change the new cost basis for subsequent
recoveries in value. Cumulative writedowns on equity real estate and real estate
joint ventures that are held for investment, excluding real estate acquired upon
foreclosure of commercial and agricultural mortgage loans, were $289 million and
$408 million at December 31, 1999 and 1998, respectively.

We record real estate acquired upon foreclosure of commercial and
agricultural mortgage loans at the lower of estimated fair value or the carrying
value of the mortgage loan at the date of foreclosure.

Once we identify a property to be sold and commence a firm plan for
marketing the property, we establish and periodically revise, if necessary, a
valuation allowance to adjust the carrying value of the property to its expected
sales value, less associated selling costs, if it is lower than the property's
carrying value. We record allowances as realized losses and include them in
earnings. We record subsequent adjustments to allowances as realized gains or
losses and include them in earnings.

Our carrying value of equity real estate and real estate joint ventures
held for sale, including real estate acquired upon foreclosure of commercial and
agricultural mortgage loans, in the amounts of $498 million and $394 million at
December 31, 1999 and 1998, respectively, are net of impairments of $187 million
and $119 million and net of valuation allowances of $34 million and $33 million,
respectively.

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<PAGE> 177

EQUITY SECURITIES AND OTHER LIMITED PARTNERSHIP INTERESTS

Our equity securities primarily consist of investments in common stocks.
Substantially all of the common stock is publicly traded on major securities
exchanges. The other limited partnership interests primarily represent ownership
interests in pooled investment funds that make private equity investments in
companies in the U.S. and overseas. We classify our investments in common stocks
as available-for-sale and mark them to market except for non-marketable private
equities which are generally carried at cost. We account for our investments in
limited partnership interests in which we do not have a controlling interest in
accordance with the equity method of accounting. Our investments in equity
securities represented 1.5% and 1.7% of cash and invested assets at December 31,
1999 and 1998, respectively.

The following table presents the carrying values of our investments in
equity securities and other limited partnership interests at December 31, 1999
and 1998:

INVESTMENTS IN EQUITY SECURITIES AND OTHER LIMITED PARTNERSHIP INTERESTS

Equity securities include, at December 31, 1999 and 1998, $237 million and
$239 million, respectively, of private equity securities. We may not freely
trade our private equity securities, because of restrictions imposed by federal
and state securities laws and illiquid trading markets.

At December 31, 1999 and 1998, approximately $380 million and $452 million,
respectively, of our equity securities holdings were effectively fixed at a
minimum value of $355 million and $371 million in these respective periods,
primarily through the use of convertible securities and other derivatives. In
1998, one exchangeable subordinated debt security was terminated resulting in
realized investment gains of $32 million. The remaining exchangeable
subordinated debt securities mature through 2002 and we may terminate them
earlier at our discretion.

PROBLEM AND POTENTIAL PROBLEM EQUITY SECURITIES AND OTHER LIMITED PARTNERSHIP
INTERESTS

We monitor our equity securities and other limited partnership interests on
a continual basis. Through this monitoring process, we identify investments that
management considers to be problems or potential problems.

Problem equity securities and other limited partnership interests are
defined as securities (1) in which significant declines in revenues and/or
margins threaten the ability of the issuer to continue operating or (2) where
the issuer has subsequently entered bankruptcy.

Potential problem equity securities and other limited partnership interests
are defined as securities issued by a company that is experiencing significant
operating problems or difficult industry conditions. Criteria generally
indicative of these problems or conditions are (1) cash flows falling below
varying thresholds established for the industry and other relevant factors, (2)
significant declines in revenues and/or margins, (3) public securities trading
at a substantial discount as a result of specific credit concerns and (4) other
information that becomes available.

Equity securities or other limited partnership interests which are deemed
to be other than temporarily impaired are written down to management's
expectation of ultimate realizable value. Writedowns are recorded as realized
investment losses and are included in earnings and the cost

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<PAGE> 178

basis of the equity securities and other limited partnership interests are
adjusted accordingly. The new cost basis is not changed for subsequent
recoveries in value. For the years ended December 31, 1999 and 1998, such
writedowns were $35 million and $38 million, respectively. Cumulative writedowns
on equity securities and other limited partnership interests owned at December
31, 1999 and 1998 were $35 million and $55 million, respectively.

OTHER INVESTED ASSETS

Our other invested assets consist principally of leveraged leases, which
are recorded net of non-recourse debt. We participate in lease transactions
which are diversified by geographic area. We regularly review residual values
and write down residuals to expected values as needed. Our other invested assets
represented 1.1% of cash and invested assets at both December 31, 1999 and 1998.

DERIVATIVE FINANCIAL INSTRUMENTS

We use derivative instruments to manage market risk through one of four
principal risk management strategies: the hedging of invested assets,
liabilities, portfolios of assets or liabilities and anticipated transactions.
Our derivative strategy employs a variety of instruments including financial
futures, financial forwards foreign exchange contracts, foreign currency swaps,
interest rate swaps, interest rate caps and options.

We held the following positions in derivative financial instruments (other
than equity options) at December 31, 1999 and 1998:

DERIVATIVE FINANCIAL INSTRUMENTS

<TABLE>
<CAPTION>
AT DECEMBER 31,
------------------------------------
1999 1998
---------------- ----------------
NOTIONAL % OF NOTIONAL % OF
AMOUNT TOTAL AMOUNT TOTAL
-------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Financial futures...................................... $ 3,140 15.1% $ 2,190 17.0%
Foreign exchange contracts............................. -- 0.0 136 1.1
Foreign currency swaps................................. 4,002 19.2 580 4.5
Interest rate swaps.................................... 1,316 6.3 1,621 12.5
Interest rate caps..................................... 12,376 59.4 8,391 64.9
------- ----- ------- -----
Total................................................ $20,834 100.0% $12,918 100.0%
======= ===== ======= =====
</TABLE>

SECURITIES LENDING

Pursuant to our securities lending program, we lend securities to major
brokerage firms. Our policy requires a minimum of 102% of the fair value of the
loaned securities as collateral, calculated on a daily basis. Our securities on
loan at December 31, 1999 and 1998 had estimated fair values of $6,391 million
and $4,552 million, respectively.

SEPARATE ACCOUNT ASSETS

We manage each separate account's assets in accordance with the prescribed
investment policy that applies to that specific separate account. We establish
separate accounts on a single client and multi-client commingled basis in
conformity with insurance laws. Generally, separate accounts are not chargeable
with liabilities that arise from any other business of ours. Separate account
assets are subject to our general account's claims only to the extent that the
value of such assets exceeds the separate account liabilities, as defined by the
account's contract. If we use a separate account to support a contract providing
guaranteed benefits, we must comply
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<PAGE> 179

with the asset maintenance requirements stipulated under Regulation 128 of the
New York Insurance Department. We monitor these requirements at least monthly
and in addition perform cash flow analyses, similar to those conducted for the
general account, on an annual basis. We report separately as assets and
liabilities investments held in separate accounts and liabilities of the
separate accounts. We report substantially all separate account assets at their
fair market value. Investment income and gains or losses on the investments of
separate accounts accrue directly to contractholders, and, accordingly, we do
not reflect them in our consolidated statements of income and cash flows. We
reflect in our revenues fees charged to the separate accounts by us, including
mortality charges, risk charges, policy administration fees, investment
management fees and surrender charges.

REGULATION

INSURANCE REGULATION

Metropolitan Life Insurance Company is licensed to transact insurance
business in, and is subject to regulation and supervision by, all 50 states, the
District of Columbia, Puerto Rico, the U.S. Virgin Islands and Canada and each
of its 11 provinces. Each of our other insurance subsidiaries is licensed and
regulated in all U.S. and international jurisdictions where it conducts
insurance business. The extent of such regulation varies, but most jurisdictions
have laws and regulations governing the financial aspects of insurers, including
standards of solvency, reserves, reinsurance, capital adequacy and the business
conduct of insurers. In addition, statutes and regulations usually require the
licensing of insurers and their agents, the approval of policy forms and related
materials and, for certain lines of insurance, the approval of rates. Such
statutes and regulations also prescribe the permitted types and concentration of
investments.

The New York Insurance Law limits the sales commissions and certain other
marketing expenses that may be incurred in connection with the sale of life
insurance policies and annuity contracts. Our insurance subsidiaries are each
required to file reports, generally including detailed annual financial
statements, with insurance regulatory authorities in each of the jurisdictions
in which they do business, and their operations and accounts are subject to
periodic examination by such authorities. Our subsidiaries must also file, and
in many jurisdictions and in some lines of insurance obtain regulatory approval
for, rules, rates and forms relating to the insurance written in the
jurisdictions in which they operate.

The NAIC has established a program of accrediting state insurance
departments. NAIC accreditation permits accredited states to conduct periodic
examinations of insurers domiciled in such states. NAIC-accredited states will
not accept reports of examination of insurers from unaccredited states, except
under limited circumstances. As a direct result, insurers domiciled in
unaccredited states may be subject to financial examination by accredited states
in which they are licensed, in addition to any examinations conducted by their
domiciliary states. The accreditation of the New York Insurance Department, our
principal insurance regulator, has been suspended as a result of the New York
legislature's failure to adopt certain model NAIC laws, including provisions
restricting dividends to holding companies. We believe that the suspension of
the NAIC accreditation of the Department, even if continued, will not have a
significant impact upon our ability to conduct our insurance businesses.

State and federal insurance and securities regulatory authorities and other
state law enforcement agencies and attorneys general from time to time make
inquiries regarding compliance by our insurance subsidiaries with insurance,
securities and other laws and regulations regarding the conduct of our insurance
and securities businesses. We endeavor to respond to such inquiries in an
appropriate way and to take corrective action if warranted.

HOLDING COMPANY REGULATION. We and our insurance subsidiaries are subject
to regulation under the insurance holding company laws of various jurisdictions.
The insurance holding company laws and regulations vary from jurisdiction to
jurisdiction, but generally require an

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insurance holding company (and insurers that are subsidiaries of insurance
holding companies) to register with state regulatory authorities and to file
with those authorities certain reports, including information concerning their
capital structure, ownership, financial condition, certain intercompany
transactions and general business operations.

State insurance statutes also typically place restrictions and limitations
on the amount of dividends or other distributions payable by insurance company
subsidiaries to their parent companies, as well as on transactions between an
insurer and its affiliates. See "Risk Factors -- Dividends and payments on our
indebtedness may be affected by limitations imposed on Metropolitan Life
Insurance Company and our other subsidiaries" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources -- MetLife, Inc." The New York Insurance Law and the
regulations thereunder also restrict the aggregate amount of investments
Metropolitan Life Insurance Company may make in non-life insurance subsidiaries,
and provide for detailed periodic reporting on subsidiaries.

GUARANTY ASSOCIATIONS AND SIMILAR ARRANGEMENTS. Most of the jurisdictions
in which we are admitted to transact business require life insurers doing
business within the jurisdiction to participate in guaranty associations, which
are organized to pay contractual benefits owed pursuant to insurance policies
issued by impaired, insolvent or failed life insurers. These associations levy
assessments, up to prescribed limits, on all member insurers in a particular
state on the basis of the proportionate share of the premiums written by member
insurers in the lines of business in which the impaired, insolvent or failed
insurer is engaged. Some states permit member insurers to recover assessments
paid through full or partial premium tax offsets.

In none of the past five years have the aggregate assessments levied
against Metropolitan Life Insurance Company and its insurance subsidiaries been
material. While the amount and timing of future assessments are not predictable,
we have established liabilities for guarantee fund assessments that we consider
adequate for assessments with respect to insurers that are currently subject to
insolvency proceedings.

STATUTORY EXAMINATION. As part of their routine regulatory oversight
process, state insurance departments conduct periodic detailed examinations of
the books, records and accounts of insurers domiciled in their states. These
examinations are generally conducted in cooperation with the departments of two
or three other states under guidelines promulgated by the NAIC. The New York
Insurance Department recently completed an examination of Metropolitan Life
Insurance Company for the five-year period ended December 31, 1993. The New York
Insurance Department's Report on Examination of Metropolitan Life Insurance
Company as of December 31, 1993 found that, during the five-year examination
period 1989 through 1993, Metropolitan Life Insurance Company failed to fully
comply with the disclosure requirements of a New York Insurance Department
regulation regarding replacements of certain of its insurance policies with
other policies issued by it, and used certain policy forms that had not been
filed with or approved by the Insurance Department. These findings resulted in a
$250,000 fine and other remedies which, in our view, are not material to our
business, financial condition or results of operations. The Report contained
other findings which did not result in a fine. The New York Insurance Department
recently commenced an examination of Metropolitan Life Insurance Company for
each of the five years in the period ended December 31, 1998.

State insurance departments also periodically conduct market conduct
examinations of the sales practices of insurance companies, including our life
insurance subsidiaries. Regulatory authorities in a small number of states,
including both insurance departments and attorneys general, have ongoing
investigations of our sales of individual life insurance policies or annuities,
including investigations of alleged improper replacement transactions and
alleged improper sales of insurance with inaccurate or inadequate disclosures as
to the period for which premiums would be payable. Over the past several years,
we have resolved a number of investigations by

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<PAGE> 181

other regulatory authorities for monetary payments and certain other relief, and
may continue to do so in the future.

NAIC RATIOS. On the basis of statutory financial statements filed with
state insurance regulators, the NAIC calculates annually twelve financial ratios
to assist state regulators in monitoring the financial condition of insurers. A
"usual range" of results for each ratio is used as a benchmark. Departure from
the "usual range" on four or more of the ratios can lead to inquiries from
individual state insurance departments. In each of the years 1996 through 1999,
at most one ratio for Metropolitan Life Insurance Company fell outside the usual
range.

POLICY AND CONTRACT RESERVE SUFFICIENCY ANALYSIS. Under the New York
Insurance Law, Metropolitan Life Insurance Company is required to conduct
annually an analysis of the sufficiency of all life and health insurance and
annuity statutory reserves. A qualified actuary must submit an opinion which
states that the statutory reserves, when considered in light of the assets held
with respect to such reserves, make good and sufficient provision for the
associated contractual obligations and related expenses of the insurer. If such
an opinion cannot be provided, the insurer must set up additional reserves by
moving funds from surplus. Since the inception of this requirement, we have
provided this opinion without any qualifications.

STATUTORY INVESTMENT RESERVES. Statutory accounting practices require a
life insurer to maintain both an asset valuation reserve and an interest
maintenance reserve to absorb both realized and unrealized gains and losses on a
portion of its investments. The asset valuation reserve is a statutory reserve
for fixed maturity securities, equity securities, mortgage loans, equity real
estate and other invested assets. The asset valuation reserve is designed to
capture all realized and unrealized gains and losses on such assets, other than
those resulting from changes in interest rates. The level of the asset valuation
reserve is based on both the type of investment and its credit rating. In
addition, the reserves required for similar investments, for example, fixed
maturity securities, differ according to the credit ratings of the investments,
which are based upon ratings established periodically by the NAIC Securities
Valuation Office. The interest maintenance reserve applies to all types of fixed
maturity securities, including bonds, preferred stocks, mortgage-backed
securities, asset-backed securities and mortgage loans. The interest maintenance
reserve is designed to capture the net gains which are realized upon the sale of
such investments and which result from changes in the overall level of interest
rates. The captured net realized gains or losses are then amortized into income
over the remaining period to the stated maturity of the investment sold. Any
increase in the asset valuation reserve and interest maintenance reserve causes
a reduction in our insurance companies' statutory capital and surplus which, in
turn, reduces funds available for stockholder dividends.

SURPLUS AND CAPITAL. The New York Insurance Law requires Metropolitan Life
Insurance Company, as a New York domestic insurer, to maintain at least $300,000
in surplus. After the demutualization, Metropolitan Life Insurance Company will
be required to maintain $2,000,000 in capital. In addition, prior to the
demutualization, the New York Insurance Law limited the amount of surplus that
Metropolitan Life Insurance Company, as a New York domestic mutual insurer,
could accumulate. We intend to continue offering participating policies after
the demutualization. We will be subject to statutory restrictions that limit to
10% the amount of statutory profits on participating policies written after the
demutualization (measured before dividends to policyholders) that can inure to
the benefit of stockholders. We believe that the impact of these restrictions on
our earnings will not be significant.

Our U.S. insurance subsidiaries are subject to the supervision of the
regulators in each jurisdiction in which they are licensed to transact business.
Regulators have discretionary authority, in connection with the continued
licensing of these insurance subsidiaries, to limit or prohibit sales to
policyholders if, in their judgment, the regulators determine that such insurer
has not maintained the minimum surplus or capital or if further transaction of
business will be hazardous to policyholders.

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<PAGE> 182

RISK-BASED CAPITAL. Section 1322 of the New York Insurance Law requires
that New York life insurers report their RBC based on a formula calculated by
applying factors to various asset, premium and reserve items. The formula takes
into account the risk characteristics of the insurer, including asset risk,
insurance risk, interest rate risk and business risk. The New York Insurance
Department uses the formula only as an early warning regulatory tool to identify
possibly inadequately capitalized insurers for purposes of initiating regulatory
action, and not as a means to rank insurers generally. Section 1322 imposes
broad confidentiality requirements on those engaged in the insurance business
(including insurers, agents, brokers and others) and on the Insurance Department
as to the use and publication of RBC data.

Section 1322 gives the New York Superintendent of Insurance explicit
regulatory authority to require various actions by, or take various actions
against, insurers whose total adjusted capital does not exceed certain RBC
levels. At December 31, 1999, Metropolitan Life Insurance Company's total
adjusted capital was in excess of each of those RBC levels.

The U.S. insurance subsidiaries of Metropolitan Life Insurance Company are
also subject, each individually, to these same RBC requirements. At December 31,
1999, the total adjusted capital of each of these insurance subsidiaries also
was in excess of each of those RBC levels.

The NAIC has recently adopted the Codification of Statutory Accounting
Principles for life insurers, which is to become effective on January 1, 2001.
Prior to implementation by Metropolitan Life Insurance Company, the Codification
requires adoption by the New York Insurance Department, which may adopt the
standards, in full or in part, or fail to adopt the standards. Based on a study
commissioned by the NAIC, the overall impact to life insurers resulting from
adoption of the codification is not expected to have a material adverse impact;
however, a detailed analysis will be necessary to determine the actual impact of
Codification on the statutory results of operations and statutory financial
position of Metropolitan Life Insurance Company.

REGULATION OF INVESTMENTS. Metropolitan Life Insurance Company and each of
its insurance subsidiaries are subject to state laws and regulations that
require diversification of our investment portfolios and limit the amount of
investments in certain asset categories such as below investment grade fixed
income securities, equity real estate, other equity investments and derivatives.
Failure to comply with these laws and regulations would cause investments
exceeding regulatory limitations to be treated as NON-ADMITTED ASSETS for
purposes of measuring surplus, and, in some instances, would require divestiture
of such non-qualifying investments. We believe that the investments made by
Metropolitan Life Insurance Company and each of its insurance subsidiaries
complied with such regulations at December 31, 1999.

FEDERAL INSURANCE INITIATIVES. Although the federal government generally
does not directly regulate the insurance business, federal initiatives often
have an impact on the business in a variety of ways. Current and proposed
federal measures that may significantly affect the insurance business include
limitations on antitrust immunity and minimum solvency requirements. For a
discussion of the Gramm-Leach-Bliley Act of 1999, permitting affiliations
between banks and insurers, see "Business -- Competition".

VALUATION OF LIFE INSURANCE POLICIES MODEL REGULATION. The NAIC has
adopted a revision to the Valuation of Life Insurance Policies Model Regulation
(known as XXX Regulation). This model regulation would establish new minimum
statutory reserve requirements for certain individual life insurance policies
written in the future. Before the new reserve standards can become effective,
individual states must adopt the model regulation. If these reserve standards
were adopted in their current form, insurers selling certain individual life
insurance products such as term life insurance with guaranteed premium periods
and universal life insurance products with no-lapse guarantees would be required
to redesign their products or hold increased reserves to be consistent with the
new minimum standards with respect to policies issued after the effective date
of the regulation. It is likely that the industry will encourage the states to
adopt
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the regulation with an effective date of January 1, 2000. New York State adopted
a regulation similar to the model regulation in 1994, and is considering
amending its regulation to be consistent with XXX Regulation.

BROKER-DEALER AND SECURITIES REGULATION

Metropolitan Life Insurance Company, some of its subsidiaries and certain
policies and contracts offered by them are subject to various levels of
regulation under the federal securities laws administered by the Securities and
Exchange Commission. Metropolitan Life Insurance Company and some of its
subsidiaries are investment advisers registered under the Investment Advisers
Act of 1940, as amended. In addition, some separate accounts and a variety of
mutual funds are registered under the Investment Company Act of 1940, as
amended. Some annuity contracts and insurance policies issued by Metropolitan
Life Insurance Company and some of its subsidiaries are funded by separate
accounts, the interests in which are registered under the Securities Act of
1933, as amended. Metropolitan Life Insurance Company and some of its
subsidiaries are registered as broker-dealers under the Securities Exchange Act
of 1934, as amended, and with the National Association of Securities Dealers,
Inc.

Metropolitan Life Insurance Company also has certain pooled investment
vehicles that are exempt from registration under the Securities Act and the
Investment Company Act, but may be subject to certain other provisions of such
acts.

Federal and state securities regulatory authorities from time to time make
inquiries regarding compliance by Metropolitan Life Insurance Company and its
subsidiaries with securities and other laws and regulations regarding the
conduct of their securities businesses. We endeavor to respond to such inquiries
in an appropriate way and to take corrective action if warranted.

These laws and regulations are primarily intended to protect investors in
the securities markets and generally grant supervisory agencies broad
administrative powers, including the power to limit or restrict the conduct of
business for failure to comply with such laws and regulations. We may also be
subject to similar laws and regulations in the states and foreign countries in
which we provide investment advisory services, offer the products described
above or conduct other securities-related activities.

ENVIRONMENTAL CONSIDERATIONS

As owners and operators of real property, we are subject to extensive
federal, state and local environmental laws and regulations. Inherent in such
ownership and operation is also the risk that there may be potential
environmental liabilities and costs in connection with any required remediation
of such properties. In addition, we hold equity interests in companies that
could potentially be subject to environmental liabilities, although we routinely
have environmental assessments performed with respect to real estate being
acquired for investment and real property to be acquired through foreclosure. We
cannot provide assurance that unexpected environmental liabilities will not
arise. However, based on information currently available to management,
management believes that any costs associated with compliance with environmental
laws and regulations or any remediation of such properties will not have a
material adverse effect on our business, results of operations and financial
condition.

ERISA CONSIDERATIONS

We provide certain products and services to certain employee benefit plans
that are subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or the Internal Revenue Code of 1986, as amended ("Code"). As
such, our activities are subject to the restrictions imposed by ERISA and the
Code, including the requirement under ERISA that fiduciaries must perform their
duties solely in the interests of ERISA plan participants and beneficiaries and
the requirement under ERISA and the Code that fiduciaries may not cause a
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<PAGE> 184

covered plan to engage in certain prohibited transactions with persons who have
certain relationships with respect to such plans. The applicable provisions of
ERISA and the Code are subject to enforcement by the Department of Labor, the
Internal Revenue Service and the Pension Benefit Guaranty Corporation.

On December 13, 1993, the U.S. Supreme Court issued its opinion in John
Hancock Mutual Life Insurance Company v. Harris Trust and Savings Bank. The
Court held that certain assets in excess of amounts necessary to satisfy
guaranteed obligations held by John Hancock in its general account under a
participating group annuity contract are "plan assets" and therefore subject to
certain fiduciary obligations under ERISA, which specifies that fiduciaries must
perform their duties solely in the interest of ERISA plan participants and
beneficiaries. The Court limited the imposition of ERISA fiduciary obligations
in these instances to certain assets in an insurer's general account that were
not reserved to pay benefits of guaranteed benefit policies. On January 5, 2000,
the Secretary of Labor issued final regulations providing guidance for the
purpose of determining, in cases where an insurer issues one or more policies
backed by the insurer's general account to or for the benefit of an employee
benefit plan, the extent to which assets of the insurer constitute plan assets
for purposes of ERISA and the Code. The regulations apply only with respect to a
policy issued by an insurer on or before December 31, 1998 ("Transition
Policy"). In the case of such a policy, the regulations generally become
applicable on July 5, 2001. Generally, no person will be liable under ERISA or
the Code for conduct occurring prior to the applicability dates, where the basis
of a claim is that insurance company general account assets constitute plan
assets. Insurers issuing new policies after December 31, 1998 that are not
guaranteed benefit policies will generally be subject to fiduciary obligations
under ERISA.

The regulations indicate the requirements that must be met so that assets
supporting a Transition Policy will not be considered plan assets for purposes
of ERISA and the Code. These requirements include detailed disclosures to be
made to the employee benefits plan and the requirement that the insurer must
permit the policyholder to terminate the policy on 90 days' notice and receive
without penalty, at the policyholder's option, either (1) the unallocated
accumulated fund balance (which may be subject to market value adjustment) or
(2) a book value payment of such amount in annual installments with interest. We
have taken and are continuing to take steps designed to ensure compliance with
these regulations, as appropriate.

COMPETITION

We believe that competition with our business segments is based on a number
of factors, including service, product features, price, commission structure,
financial strength, claims-paying ratings and name recognition. We compete with
a large number of other insurers, as well as non-insurance financial services
companies, such as banks, broker-dealers and asset managers, for individual
consumers, employer and other group customers and agents and other distributors
of insurance and investment products. Some of these companies offer a broader
array of products, have more competitive pricing or, with respect to other
insurers, have higher claims paying ability ratings. Some may also have greater
financial resources with which to compete. National banks, with their
pre-existing customer bases for financial services products, may increasingly
compete with insurers who sell annuities, as a result of the U.S. Supreme
Court's 1994 decision in NationsBank of North Carolina v. Variable Annuity Life
Insurance Company. That decision permits national banks to sell annuity products
of life insurers in some circumstances.

On November 12, 1999, President Clinton signed into law the
Gramm-Leach-Bliley Act of 1999, implementing fundamental changes in the
regulation of the financial services industry in the U.S. The Act permits
mergers that combine commercial banks, insurers and securities firms under one
holding company. Under the Act, national banks retain their existing ability to
sell insurance products in some circumstances. In addition, bank holding
companies that qualify and elect to be treated as "financial holding companies"
may engage in activities, and acquire companies engaged in activities, that are
"financial" in nature or "incidental" or "complemen-
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tary" to such financial activities, including acting as principal, agent or
broker in selling life, property and casualty and other forms of insurance and
annuities. A financial holding company can own any kind of insurer or insurance
broker or agent, but its bank subsidiary cannot own the insurer. Under state
law, the financial holding company would need to apply to the insurance
commissioner in the insurer's state of domicile for prior approval of the
acquisition of the insurer, and the Act provides that the commissioner, in
considering the application, may not discriminate against the financial holding
company because it is affiliated with a bank. Under the Act, no state may
prevent or interfere with affiliations between banks and insurers, insurance
agents or brokers, or the licensing of a bank or affiliate as an insurer or
agent or broker. Until passage of the Gramm-Leach-Bliley Act, the Glass-Steagall
Act of 1933, as amended, had limited the ability of banks to engage in
securities-related businesses, and the Bank Holding Company Act of 1956, as
amended, had restricted banks from being affiliated with insurers. With the
passage of the Gramm-Leach-Bliley Act, among other things, bank holding
companies may acquire insurers, and insurance holding companies may acquire
banks. The ability of banks to affiliate with insurers may materially adversely
affect all of our product lines by substantially increasing the number, size and
financial strength of potential competitors.

We must attract and retain productive sales representatives to sell our
insurance, annuities and investment products. Strong competition exists among
insurers for sales representatives with demonstrated ability. We compete with
other insurers for sales representatives primarily on the basis of our financial
position, support services and compensation and product features. From 1994 to
1998, the number of agents in the MetLife career agency system declined, from
9,521 to 6,853. We have undertaken several initiatives to grow our career agency
force in the future. At December 31, 1999, the number of agents in the MetLife
career agency system was 6,866. See "Business -- Individual
Business -- Marketing and Distribution". We cannot provide assurance that these
initiatives will succeed in attracting and retaining new agents. Sales of
individual insurance, annuities and investment products and our results of
operations and financial position could be materially adversely affected if we
are unsuccessful in attracting and retaining agents.

Many of our insurance products, particularly those offered by our
Institutional Business segment, are underwritten yearly, and, accordingly, group
purchasers may be able to obtain more favorable terms from competitors rather
than renewing coverage with us. The effect of competition may, as a result,
adversely affect the persistency of these and other products, as well as our
ability to sell products in the future.

The investment management and securities brokerage businesses have
relatively few barriers to entry and continually attract new entrants. Many of
our competitors in these businesses offer a broader array of investment products
and services and are better known than we as sellers of annuities and other
investment products.

The Clinton Administration and various members of Congress have also
proposed reforms to the nation's health care system. While we do offer
non-medical health insurance products (such as group dental insurance, long-term
care and disability insurance), we generally do not offer medical indemnity
products or managed care products, and, accordingly, do not expect to be
directly affected by such proposals to any significant degree. However, the
uncertain environment resulting from health care reform could cause group health
insurance providers to enter some of the markets in which we do business,
thereby increasing competition.

CLAIMS PAYING ABILITY RATINGS

Claims paying ability and financial strength ratings are a factor in
establishing the competitive position of insurers. A ratings downgrade (or the
potential for such a downgrade) of Metropolitan Life Insurance Company or any of
our other subsidiaries could, among other things, increase the number of
policies surrendered and withdrawals by policyholders of cash values

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<PAGE> 186

from their policies, adversely affect relationships with broker-dealers, banks,
agents, wholesalers and other distributors of our products and services,
negatively impact new sales, adversely affect our ability to compete and thereby
have a material adverse effect on our business, results of operations and
financial condition. Our current claims paying ability and financial strength
ratings are listed in the table below:

<TABLE>
<CAPTION>
RATING
AGENCY COMPANIES RATED RATING RATING STRUCTURE
<S> <C> <C> <C>
Standard & Metropolitan Life Insurance AA Second highest of nine
Poor's Company, New England Life ("Very Strong") ratings categories and
Ratings Insurance Company, Security mid-range within the
Services First Life Insurance Company, category based on modifiers
Metropolitan Insurance and (e.g., AA+, AA and AA- are
Annuity Company, Metropolitan "Very Strong")
Property and Casualty Insurance
Company and RGA Reinsurance
Company

General American Life Insurance AA- Second highest of nine
Company, COVA Financial ("Very Strong") ratings categories and
Services Life Insurance lowest within the category
Company, COVA Financial Life based on modifiers
Insurance Company, First COVA
Life Insurance Company, General
Life Insurance Company, General
Life Insurance Company of
America, Paragon Life Insurance
Company and Security Equity
Life Insurance Company

Moody's Metropolitan Life Insurance Aa2 Second highest of nine
Investors Company, New England Life ("Excellent") ratings categories and
Service, Insurance Company, General mid-range within the
Inc. American Life Insurance Company category based on modifiers
and COVA Financial Services (e.g., Aa1, Aa2 and Aa3 are
Life Insurance Company "Excellent")
Security First Life Insurance Aa3 Second highest of nine
Company, Metropolitan Insurance ("Excellent") ratings categories and
and Annuity Company and lower-range within the
Metropolitan Property and category based on modifiers
Casualty Insurance Company

RGA Reinsurance Company A1 Third highest of nine
("Good") ratings categories and
highest within the category
based on modifiers
</TABLE>

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<PAGE> 187

<TABLE>
<CAPTION>
RATING
AGENCY COMPANIES RATED RATING RATING STRUCTURE
<S> <C> <C> <C>
A.M. Best Metropolitan Life Insurance A+ Highest of nine ratings
Company, Company and Metropolitan Tower ("Superior") categories and second
Inc. Life Insurance Company highest within the category
based on modifiers (e.g.,
A++ and A+ are "Superior"
while A and A- are
"Excellent")
New England Life Insurance A Second highest of nine
Company, Security First Life ("Excellent") ratings categories and
Insurance Company, Metropolitan highest within the category
Insurance and Annuity Company, based on modifiers
Texas Life Insurance Company,
Metropolitan Property and
Casualty Insurance Company,
General American Life Insurance
Company, RGA Reinsurance
Company, COVA Financial
Services Life Insurance
Company, COVA Financial Life
Insurance Company, First COVA
Life Insurance Company, General
Life Insurance Company, General
Life Insurance Company of
America, Paragon Life Insurance
Company and Security Equity
Life Insurance Company

Duff & Metropolitan Life Insurance AA+ Second highest of eight
Phelps Company, New England Life ("Very High") ratings categories and
Credit Insurance Company, Security highest within the category
Rating Co. First Life Insurance Company, based on modifiers (e.g.,
General American Life Insurance AA+, AA and AA- are "Very
Company, COVA Financial High")
Services Life Insurance
Company, Paragon Life Insurance
Company and Security Equity
Life Insurance Company
</TABLE>

The foregoing ratings reflect each rating agency's opinion of Metropolitan
Life Insurance Company's and our other subsidiaries' financial strength,
operating performance and ability to meet our obligations to policyholders, and
are not evaluations directed toward the protection of holders of MetLife, Inc.'s
common stock or the units.

EMPLOYEES

At December 31, 1999, we employed approximately 42,300 employees. We
believe that our relations with our employees are satisfactory.

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LEGAL PROCEEDINGS

The settlement provides three forms of relief. General relief, in the form
of free death benefits, is provided automatically to class members who did not
exclude themselves from the settlement or who did not elect the claim evaluation
procedures set forth in the settlement. The claim evaluation procedures permit a
class member to have a claim evaluated by a third party under procedures set
forth in the settlement. Claim awards made under the claim evaluation procedures
will be in the form of policy adjustments, free death benefits or, in some
instances, cash payments. In addition, class members who have or had an
ownership interest in specified policies will also automatically receive
deferred acquisition cost tax relief in the form of free death benefits. The
settlement fixes the aggregate amounts that are available under each form of
relief.

The class action settlement does not resolve nine purported or certified
class actions currently pending against New England Mutual Life Insurance
Company with which we merged in

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<PAGE> 189

1996. Eight of those actions have been consolidated as a multidistrict
proceeding for pre-trial purposes in the United States District Court in
Massachusetts. That Court certified a mandatory class as to those claims.
Following an appeal of that certification, the United States Court of Appeals
remanded the case to the District Court for further consideration. We are
negotiating a settlement with class counsel.

The class action settlement also does not resolve three putative sales
practices class action lawsuits which have been brought against General American
Life Insurance Company. These lawsuits have been consolidated in a single
proceeding in the United States District Court for the Eastern District of
Missouri. General American Life Insurance Company and counsel for plaintiffs
have negotiated a settlement in principle of this consolidated proceeding.
General American Life Insurance Company has not reached agreement with
plaintiffs' counsel on the attorneys' fees to be paid. However, negotiations are
ongoing.

In addition, the class action settlement does not resolve two putative
class actions involving sales practices claims filed against Metropolitan Life
Insurance Company in Canada. The class action settlement also does not resolve a
certified class action with conditionally certified subclasses against
Metropolitan Life Insurance Company, Metropolitan Insurance and Annuity Company,
Metropolitan Tower Life Insurance Company and various individual defendants
alleging improper sales abroad. That lawsuit is pending in a New York federal
court.

In the past, we have resolved some individual sales practices claims
through settlement, dispositive motion or, in a few instances, trial. Most of
the current cases seek substantial damages, including in some cases punitive and
treble damages and attorneys' fees. Additional litigation relating to our
marketing and sales of individual life insurance may be commenced in the future.

The following table sets forth the number of sales practices claims pending
against Metropolitan Life Insurance Company and its affiliates, as of the dates
indicated, the number of new claims during the periods ending on those dates and
the total settlement payments made to resolve sales practices claims during
those periods:

<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED
DECEMBER 31(1)
--------------------------
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Sales practices claims at period end (approximate).......... 447 458 321
Number of new claims during period (approximate)............ 194 136 79
Settlement payments during period (Dollars in $13.7 $15.3 $12.4
millions)(2)..............................................
</TABLE>

- ------------------------

(1) The table does not include information concerning sales practices claims
against General American Life Insurance Company.

(2) Settlement payments represent payments made during the period in connection
with settlements made in that period and in prior periods. Amounts do not
include our attorneys' fees and expenses.

Regulatory authorities in a small number of states, including both
insurance departments and one state attorney general, as well as the National
Association of Securities Dealers, Inc., have ongoing investigations or
inquiries relating to our sales of individual life insurance policies or
annuities, including investigations or inquiries relating to alleged improper
replacement transactions and alleged improper sales of insurance with inaccurate
or inadequate disclosures as to the period for which premiums would be payable.
Over the past several years, we have resolved a number of investigations by
other regulatory authorities for monetary payments and certain other relief, and
may continue to do so in the future.

Metropolitan Life Insurance Company is also a defendant in numerous
lawsuits seeking compensatory and punitive damages for personal injuries
allegedly caused by exposure to

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asbestos or asbestos-containing products. We have never engaged in the business
of manufacturing, producing, distributing or selling asbestos or
asbestos-containing products. Rather, these lawsuits, currently numbering in the
thousands, have principally been based upon allegations relating to certain
research, publication and other activities of one or more of Metropolitan Life
Insurance Company's employees during the period from the 1920s through
approximately the 1950s and alleging that Metropolitan Life Insurance Company
learned or should have learned of certain health risks posed by asbestos and,
among other things, improperly publicized or failed to disclose those health
risks. Legal theories asserted against Metropolitan Life Insurance Company have
included negligence, intentional tort claims and conspiracy claims concerning
the health risks associated with asbestos. While Metropolitan Life Insurance
Company believes it has meritorious defenses to these claims, and has not
suffered any adverse judgments in respect of these claims, most of the cases
have been resolved by settlements. Metropolitan Life Insurance Company intends
to continue to exercise its best judgment regarding settlement or defense of
such cases. The number of such cases that may be brought or the aggregate amount
of any liability that Metropolitan Life Insurance Company may ultimately incur
is uncertain.

Significant portions of amounts paid in settlement of such cases have been
funded with proceeds from a previously resolved dispute with Metropolitan Life
Insurance Company's primary, umbrella and first level excess liability insurance
carriers. Metropolitan Life Insurance Company is presently in litigation with
several of its excess liability insurers regarding amounts payable under its
policies with respect to coverage for these claims. The trial court has granted
summary judgment to these insurers. Metropolitan Life Insurance Company has
appealed. There can be no assurances regarding the outcome of this litigation or
the amount and timing of recoveries, if any, from these excess liability
insurers. Metropolitan Life Insurance Company's asbestos-related litigation with
these insurers should have no effect on its recoveries under the excess
insurance policies described below.

The following table sets forth the total number of asbestos personal injury
claims pending against Metropolitan Life Insurance Company as of the dates
indicated, the number of new claims during the periods ending on those dates and
the total settlement payments made to resolve asbestos personal injury claims
during those periods:

<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED
DECEMBER 31,
--------------------------
1999 1998 1997
------ ------ ------
<S> <C> <C> <C>
Asbestos personal injury claims at period end
(approximate)............................................. 60,000 72,000 71,000
Number of new claims during period (approximate)............ 35,500 31,000 28,000
Settlement payments during period (Dollars in
millions)(1).............................................. $113.3 $47.0 $27.3
</TABLE>

- ---------------
(1) Settlement payments represent payments made during the period in connection
with settlements made in that period and in prior periods. Amounts do not
include our attorneys' fees and expenses and do not reflect amounts received
from insurance carriers.

We have recorded, in other expenses, charges of $499 million ($317 million
after-tax), $1,895 million ($1,203 million after-tax) and $300 million ($190
million after-tax) for the years ended December 31, 1999, 1998 and 1997,
respectively, for sales practices claims and claims for personal injuries caused
by exposure to asbestos or asbestos-containing products. The charge for the year
ended December 31, 1999 was principally related to the settlement of the
multidistrict litigation proceeding involving alleged improper sales practices
claims, accruals for sales practices claims not covered by the settlement and
other legal costs. The 1998 charge of $1,895 million was comprised of $925
million and $970 million for sales practices claims and asbestos-related claims,
respectively. We recorded the charges for sales practices claims based on
preliminary settlement discussions and the settlement history of other insurers.

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<PAGE> 191

Prior to the fourth quarter of 1998, we established a liability for
asbestos-related claims based on settlement costs for claims that we had
settled, estimates of settlement costs for claims pending against us and an
estimate of settlement costs for unasserted claims. The amount for unasserted
claims was based on management's estimate of unasserted claims that would be
probable of assertion. A liability is not established for claims which we
believe are only reasonably possible of assertion. Based on this process, the
accrual for asbestos-related claims at December 31, 1997 was $386 million.
Potential liabilities for asbestos-related claims are not easily quantified, due
to the nature of the allegations against us, which are not related to the
business of manufacturing, producing, distributing or selling asbestos or
asbestos-containing products, adding to the uncertainty as to the number of
claims that may be brought against us.

During 1998, we decided to pursue the purchase of excess insurance to limit
our exposure to asbestos-related claims. In connection with our negotiations
with the casualty insurers to obtain this insurance, we obtained information
that caused us to reassess our accruals for asbestos-related claims. This
information included:

- Information from the insurers regarding the asbestos-related claims
experience of other insureds, which indicated that the number of claims
that were probable of assertion against us in the future was
significantly greater than we had assumed in our accruals. The number of
claims brought against us is generally a reflection of the number of
asbestos-related claims brought against asbestos defendants generally and
the percentage of those claims in which we are included as a defendant.
The information provided to us relating to other insureds indicated that
we had been included as a defendant for a significant percentage of total
asbestos-related claims and that we may be included in a larger
percentage of claims in the future, because of greater awareness of
asbestos litigation generally by potential plaintiffs and plaintiffs'
lawyers and because of the bankruptcy and reorganization or the
exhaustion of insurance coverage of other asbestos defendants; and that,
although volatile, there was an upward trend in the number of total
claims brought against asbestos defendants.

During 1998, we paid $1,407 million of premiums for excess of loss
reinsurance agreements and excess insurance policies, consisting of $529 million
for the excess of loss reinsurance agreements for sales practices claims and
excess mortality losses and $878 million for the excess insurance policies for
asbestos-related claims.

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<PAGE> 192

Metropolitan Life Insurance Company entered into the reinsurance agreements did
not exceed that self-insured retention. The maximum sublimit of $550 million for
sales practices claims was within a range of losses that management believed
were reasonably possible at December 31, 1998. Each excess of loss reinsurance
agreement for sales practices claims and mortality losses contains an experience
fund, which provides for payments to us at the commutation date if experience is
favorable at such date. We account for the aggregate excess of loss reinsurance
agreements as reinsurance; however, if deposit accounting were applied, the
effect on our consolidated financial statements in 1998, 1999 and 2000 would not
be significant.

Under reinsurance accounting, the excess of the liability recorded for
sales practices losses recoverable under the agreements of $550 million over the
premium paid of $529 million results in a deferred gain of $21 million which is
being amortized into income over the settlement period from January 1999 through
April 2000. Under deposit accounting, the premium would be recorded as an other
asset rather than as an expense, and the reinsurance loss recoverable and the
deferred gain would not have been recorded. Because the agreements also contain
an experience fund which increases with the passage of time, the increase in the
experience fund in 1999 and 2000 under deposit accounting would be recognized as
interest income in an amount approximately equal to the deferred gain that will
be amortized into income under reinsurance accounting.

The excess insurance policies for asbestos-related claims provide for
recovery of losses of up to $1,500 million, which is in excess of a $400 million
self-insured retention ($878 million of which was recorded as a recoverable at
December 31, 1999 and 1998). The asbestos-related policies are also subject to
annual and per-claim sublimits. Amounts are recoverable under the policies
annually with respect to claims paid during the prior calendar year. Although
amounts paid in any given year that are recoverable under the policies will be
reflected as a reduction in our operating cash flows for that year, management
believes that the payments will not have a material adverse effect on our
liquidity. Each asbestos-related policy contains an experience fund and a
reference fund that provides for payments to us at the commutation date if
experience under the policy to such date has been favorable, or pro rata
reductions from time to time in the loss reimbursements to us if the cumulative
return on the reference fund is less than the return specified in the experience
fund.

We believe adequate provision has been made in our consolidated financial
statements for all reasonably probable and estimable losses for sales practices
and asbestos-related claims.

A purported class action suit involving policyholders in 32 states has been
filed in a Rhode Island state court against Metropolitan Life Insurance
Company's subsidiary, Metropolitan Property and Casualty Insurance Company, with
respect to claims by policyholders for the alleged diminished value of
automobiles after accident-related repairs. A similar "diminished value"
allegation was made recently in a Texas Deceptive Trade Practices Act letter and
lawsuit which involve a Metropolitan Property and Casualty Insurance Company
policyholder. A purported class action has been filed against Metropolitan
Property and Casualty Insurance Company and its subsidiary, Metropolitan
Casualty Insurance Company, in Florida by a policyholder alleging breach of
contract and unfair trade practices with respect to Metropolitan Casualty
Insurance Company allowing the use of parts not made by the original
manufacturer to repair damaged automobiles. These suits are in the early stages
of litigation and Metropolitan

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Property and Casualty Insurance Company and Metropolitan Casualty Insurance
Company intend to vigorously defend themselves against these suits. Similar
suits have been filed against several other personal lines property and casualty
insurers.

The U. S., the Commonwealth of Puerto Rico and various hotels and
individuals have sued MetLife Capital Corporation, a former subsidiary of
Metropolitan Life Insurance Company, seeking damages for clean up costs, natural
resource damages, personal injuries and lost profits and taxes based upon, among
other things, a release of oil from a barge which was being towed by the M/V
Emily S. In connection with the sale of MetLife Capital, we acquired MetLife
Capital's potential liability with respect to the M/V Emily S lawsuit. MetLife
Capital had entered into a sale and leaseback financing arrangement with respect
to the M/V Emily S. The plaintiffs have taken the position that MetLife Capital,
as the owner of record of the M/V Emily S, is responsible for all damages caused
by the barge, including the oil spill. The governments of the U. S. and Puerto
Rico have claimed damages in excess of $150 million. At a mediation, the action
brought by the U. S. and Puerto Rico was conditionally settled, provided that
the governments have access to additional sums from a fund contributed to by oil
companies to help remediate oil spills. We can provide no assurance that this
action will be settled in this manner.

Three putative class actions have been filed by Conning shareholders
alleging that Metropolitan Life Insurance Company's announced offer to purchase
the publicly-held Conning shares is inadequate and constitutes a breach of
fiduciary duty. We believe the actions are without merit, and expect that they
will not materially affect our offer to purchase the shares.

A civil complaint challenging the fairness of the plan of reorganization
and the adequacy and accuracy of its disclosures to policyholders regarding the
plan has been filed in New York Supreme Court for Kings County on behalf of an
alleged class consisting of the policyholders of Metropolitan Life Insurance
Company who should have membership benefits in Metropolitan Life Insurance
Company and were and are eligible to receive notice, vote and receive
consideration in the demutualization. The complaint seeks to enjoin or rescind
the plan and seeks other relief. The defendants named in the complaint are
Metropolitan Life Insurance Company, the individual members of its board of
directors and MetLife, Inc. We believe that the allegations made in the
complaint are wholly without merit, and intend to vigorously contest the
complaint.

Various litigation, claims and assessments against us, in addition to those
discussed above and those otherwise provided for in our consolidated financial
statements, have arisen in the course of our business, including, but not
limited to, in connection with our activities as an insurer, employer, investor,
investment advisor and taxpayer. Further, state insurance regulatory authorities
and other federal and state authorities regularly make inquiries and conduct
investigations concerning our compliance with applicable insurance and other
laws and regulations.

In some of the matters referred to above, very large and/or indeterminate
amounts, including punitive and treble damages, are sought. While it is not
feasible to predict or determine the ultimate outcome of all pending
investigations and legal proceedings or provide reasonable ranges of potential
losses, it is the opinion of our management that their outcomes, after
consideration of available insurance and reinsurance and the provisions made in
our consolidated financial statements, are not likely to have a material adverse
effect on our consolidated financial condition. However, given the large and/or
indeterminate amounts sought in certain of these matters and the inherent
unpredictability of litigation, it is possible that an adverse outcome in
certain matters could, from time to time, have a material adverse effect on our
operating results or cash flows in particular quarterly or annual periods.

PROPERTIES

One Madison Avenue in New York, New York, serves as our headquarters, and
it, along with the adjacent MetLife Tower, contains approximately 1.1 million
rentable square feet, most of

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<PAGE> 194

which we occupy. In addition to this property, we own 24 other buildings in the
U.S. that we use in the operation of our business. These buildings contain
approximately 5.5 million rentable square feet and are in the following states:
Florida, Illinois, Massachusetts, Minnesota, Missouri, New York, New Jersey,
Ohio, Oklahoma, Pennsylvania, Rhode Island and Texas. We also lease space in
approximately 1,000 other locations throughout the U.S., and these leased
facilities consist of approximately 7.6 million rentable square feet.
Approximately 56% of these leases are occupied as sales offices for Individual
Business, and we use the balance for our other business activities. We also own
several buildings outside the U.S., comprising more than 48,000 rentable square
feet. We lease approximately 367,000 rentable square feet in various locations
outside the U.S. We believe that our properties are suitable and adequate for
our current and anticipated business operations.

TRADEMARKS

We have a worldwide trademark portfolio that we consider important in the
marketing of our products and services, including, among others, the trademarks
"MetLife" and the use of the Peanuts(TM) characters. We have the exclusive right
to use the Peanuts(TM) characters in the area of financial services and health
care services in the U.S. and some foreign countries under an advertising and
premium agreement with United Feature Syndicate. The agreement with United
Feature Syndicate expires on December 31, 2002. We believe that our rights in
our trademarks are adequately protected.

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<PAGE> 195

MANAGEMENT

Set forth below is information regarding the directors and executive
officers of MetLife, Inc. and Metropolitan Life Insurance Company.

<TABLE>
<CAPTION>
NAME AGE(1) POSITION
- ---- ------ --------
<S> <C> <C>
Robert H. Benmosche......... 55 Chairman of the Board, President, Chief Executive
Officer and Director
Curtis H. Barnette.......... 65 Director
Gerald Clark................ 56 Vice-Chairman of the Board, Chief Investment Officer
and Director
Joan Ganz Cooney............ 70 Director
Burton A. Dole, Jr.......... 62 Director
James R. Houghton........... 63 Director
Harry P. Kamen.............. 66 Director
Helene L. Kaplan............ 66 Director
Charles M. Leighton......... 64 Director
Allen E. Murray............. 70 Director
Stewart G. Nagler........... 57 Vice-Chairman of the Board, Chief Financial Officer
and Director
John J. Phelan, Jr.......... 68 Director
Hugh B. Price............... 58 Director
Robert G. Schwartz.......... 71 Director
Ruth J. Simmons............. 54 Director
William C. Steere, Jr....... 63 Director
Gary A. Beller.............. 61 Senior Executive Vice-President and General Counsel
James M. Benson............. 53 President, Individual Business; Chairman of the
Board, Chief Executive Officer and President, New
England Life Insurance Company
C. Robert Henrikson......... 52 President, Institutional Business
Richard A. Liddy............ 64 Senior Executive Vice-President
Catherine A. Rein........... 57 Senior Executive Vice-President; President and Chief
Executive Officer of Metropolitan Property and
Casualty Insurance Company
William J. Toppeta.......... 51 President, Client Services and Chief Administrative
Officer
John H. Tweedie............. 54 Senior Executive Vice-President
Lisa M. Weber............... 38 Executive Vice-President
Judy E. Weiss............... 47 Executive Vice-President and Chief Actuary
</TABLE>

- ---------------
(1) At February 29, 2000.

Set forth below is biographical information for the directors and executive
officers of MetLife, Inc. and Metropolitan Life Insurance Company:

Robert H. Benmosche has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1997. Mr. Benmosche
has been Chairman of the Board, President and Chief Executive Officer of
MetLife, Inc. since September 1999. He has been Chairman of the Board, President
and Chief Executive Officer of Metropolitan Life Insurance Company since July
1998, was President and Chief Operating Officer from November 1997 to June 1998,
and was Executive Vice-President from September 1995 to October 1997.
Previously, he was Executive Vice-President of PaineWebber Group Incorporated
from 1989 to 1995.

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<PAGE> 196

Curtis H. Barnette has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1994. Mr. Barnette
has been Chairman of the Board and Chief Executive Officer of Bethlehem Steel
Corporation since November 1992. He is a director of Owens Corning Incorporated.

Gerald Clark has been a director of MetLife, Inc. since August 1999 and a
director of Metropolitan Life Insurance Company since 1997. Mr. Clark has been
Vice-Chairman of the Board and Chief Investment Officer of MetLife, Inc. since
September 1999. He has been Vice-Chairman of the Board and Chief Investment
Officer of Metropolitan Life Insurance Company since July 1998, was Senior
Executive Vice-President and Chief Investment Officer from December 1995 to July
1998, and was Executive Vice-President and Chief Investment Officer from
September 1992 to December 1995. Mr. Clark is a director of Credit Suisse Group.

Joan Ganz Cooney has been a director of MetLife, Inc. since August 1999 and
a director of Metropolitan Life Insurance Company since 1980. Ms. Cooney has
been Chairman of the Executive Committee of Children's Television Workshop since
1990. Ms. Cooney is a director of Johnson & Johnson Inc.

Burton A. Dole, Jr. has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1996. Mr. Dole was
Chairman of the Board of Nellcor Puritan Bennett, Incorporated from 1995 until
his retirement in 1997. He had been the Chairman of the Board, President and
Chief Executive Officer of Puritan Bennett, Incorporated from 1986 to 1995 and
the President and Chief Executive Officer of Puritan Bennett, Incorporated from
1980 to 1986.

James R. Houghton has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1975. Mr. Houghton
has been Chairman of the Board Emeritus of Corning Incorporated since 1996. He
was the Chairman of the Board of Corning Incorporated from 1983 until his
retirement in 1996. Mr. Houghton is a director of Corning Incorporated, Exxon
Mobil Corporation and J.P. Morgan & Co. Incorporated.

Harry P. Kamen has been a director of MetLife, Inc. since August 1999 and a
director of Metropolitan Life Insurance Company since 1992. He was the Chairman
of the Board and Chief Executive Officer of Metropolitan Life Insurance Company
from April 1993 until his retirement in July 1998 and, in addition, was its
President from December 1995 to November 1997. Mr. Kamen is a director of Banco
Santander Central Hispano SA (Spain), Bethlehem Steel Corporation, the National
Association of Securities Dealers, Inc., Nvest Corporation, a subsidiary of
Metropolitan Life Insurance Company, and Pfizer, Inc.

Helene L. Kaplan has been a director of MetLife, Inc. since August 1999 and
a director of Metropolitan Life Insurance Company since 1987. Ms. Kaplan is of
counsel to the law firm of Skadden, Arps, Slate, Meagher & Flom LLP. Ms. Kaplan
is a director of Bell Atlantic Corporation, The Chase Manhattan Corporation, The
May Department Stores Company and Exxon Mobil Corporation.

Charles M. Leighton has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1996. Mr. Leighton
was the Chairman of the Board and Chief Executive Officer of the CML Group, Inc.
from 1969 until his retirement in March 1998. CML Group, Inc. filed a voluntary
petition under Chapter 11 of the United States Bankruptcy Code in December 1998.
Mr. Leighton is a director of Nvest Corporation, a subsidiary of Metropolitan
Life Insurance Company.

Allen E. Murray has been a director of MetLife, Inc. since August 1999 and
a director of Metropolitan Life Insurance Company since 1983. Mr. Murray was
Chairman of the Board, President and Chief Executive Officer of Mobil
Corporation from February 1986 until March 1993, and was Chairman of the Board
and Chief Executive Officer from March 1993 until his retirement in March 1994.
Mr. Murray is a director of Morgan Stanley Dean Witter & Co. and Minnesota
Mining & Manufacturing Company.

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<PAGE> 197

Stewart G. Nagler has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1997. Mr. Nagler has
been Vice-Chairman of the Board and Chief Financial Officer of MetLife, Inc.
since September 1999. He has been Vice-Chairman of the Board and Chief Financial
Officer of Metropolitan Life Insurance Company since July 1998, and was its
Senior Executive Vice-President and Chief Financial Officer from April 1993 to
July 1998.

John J. Phelan, Jr. has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1985. Mr. Phelan has
been a senior advisor to the Boston Consulting Group since 1992. Prior to that
time, Mr. Phelan was Chairman and Chief Executive Officer of the New York Stock
Exchange. Mr. Phelan is a director of Eastman Kodak Company and Merrill Lynch &
Co., Inc.

Hugh B. Price has been a director of MetLife, Inc. since August 1999 and a
director of Metropolitan Life Insurance Company since 1994. Mr. Price has been
President and Chief Executive Officer of the National Urban League, Inc. since
1994. Mr. Price is a director of Sears, Roebuck and Co. and Bell Atlantic
Corporation.

Robert G. Schwartz has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1980. Mr. Schwartz
was Chairman of the Board, President and Chief Executive Officer of Metropolitan
Life Insurance Company from September 1989 until his retirement in March 1993.
Mr. Schwartz is a director of COMSAT Corporation, Consolidated Edison Company of
New York, Inc., Lowe's Companies, Inc. and Potlatch Corporation. Mr. Schwartz
will be retiring from the Boards of Directors of MetLife, Inc. and Metropolitan
Life Insurance Company effective on March 31, 2000, after his 72nd birthday.

Ruth J. Simmons has been a director of MetLife, Inc. since August 1999 and
a director of Metropolitan Life Insurance Company since 1995. Dr. Simmons has
been President of Smith College since 1995. Prior to that time, she was
Vice-Provost of Princeton University from 1992 to 1995. Dr. Simmons is a
director of Goldman, Sachs & Co., Pfizer Inc. and Texas Instruments, Inc.

William C. Steere, Jr. has been a director of MetLife, Inc. since August
1999 and a director of Metropolitan Life Insurance Company since 1997. Mr.
Steere has been Chairman of the Board and Chief Executive Officer of Pfizer Inc.
since 1992. Mr. Steere is a director of Dow Jones & Company, Inc., Minerals
Technologies, Inc. and Texaco Inc.

Gary A. Beller has been Senior Executive Vice-President and General Counsel
of MetLife, Inc. since September 1999 and of Metropolitan Life Insurance Company
since February 1998. He was Executive Vice-President and General Counsel of
Metropolitan Life Insurance Company from August 1996 to January 1998. Mr. Beller
served as Executive Vice-President and Chief Legal Officer from November 1994 to
July 1996.

James M. Benson has been President of Individual Business of MetLife, Inc.
since September 1999 and of Individual Business of Metropolitan Life Insurance
Company since May 1999. He has been Chairman of the Board of New England Life
Insurance Company since May 1998, Chief Executive Officer since January 1998,
and President since June 1997. He was Chief Operating Officer of New England
Life Insurance Company from June 1997 to December 1997. Mr. Benson was the
President and Chief Operating Officer of The Equitable Companies Incorporated
from February 1996 to May 1997, and was President of The Equitable Life
Assurance Society of the United States from February 1994 to May 1997, Chief
Executive Officer from February 1996 to May 1997, and Chief Operating Officer
from February 1994 to February 1996.

C. Robert Henrikson has been President of Institutional Business of
MetLife, Inc. since September 1999 and of Institutional Business of Metropolitan
Life Insurance Company since May 1999. He was Senior Executive Vice-President,
Institutional Business of Metropolitan Life Insurance Company, from December
1997 to May 1999, Executive Vice-President, Institutional

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<PAGE> 198

Business, from January 1996 to December 1997, Executive Vice-President,
Pensions, from January 1995 to January 1996, and Senior Vice-President,
Pensions, from January 1991 to January 1995.

Richard A. Liddy has been Senior Executive Vice-President of MetLife, Inc.
and of Metropolitan Life Insurance Company since February 2000. He has been
Chairman of GenAmerica Corporation since January 1997. Prior to that time he
served in various executive capacities at General American Life Insurance
Company. Mr. Liddy is a director of Reinsurance Group of America, Inc., Conning
Corporation, Brown Shoe Company, Ralston Purina Company, Energizer Holdings,
Inc. and Ameren Corporation.

Catherine A. Rein has been Senior Executive Vice-President of MetLife, Inc.
since September 1999 and President and Chief Executive Officer of Metropolitan
Property and Casualty Insurance Company since March 1999. She has been Senior
Executive Vice-President of Metropolitan Life Insurance Company since February
1998 and was Executive Vice-President from October 1989 to February 1998. Ms.
Rein is a director of Corning Incorporated, The Bank of New York Company, Inc.
and GPU, Inc.

William J. Toppeta has been President of Client Services and Chief
Administrative Officer of MetLife, Inc. since September 1999 and President of
Client Services and Chief Administrative Officer of Metropolitan Life Insurance
Company since May 1999. He was Senior Executive Vice-President, Head of Client
Services, of Metropolitan Life Insurance Company from March 1999 to May 1999,
Senior Executive Vice-President, Individual Business, from February 1998 to
March 1999, Executive Vice-President, Individual Business, from July 1996 to
February 1998, Senior Vice-President from October 1995 to July 1996 and
President and Chief Executive Officer, Canadian Operations, from January 1994 to
October 1995.

John H. Tweedie has been Senior Executive Vice-President of MetLife, Inc.
since September 1999 and Senior Executive Vice-President, Finance and
International, of Metropolitan Life Insurance Company since March 1999. He was
Senior Executive Vice-President of Metropolitan Life Insurance Company from May
1998 to March 1999 and Executive Vice-President from January 1994 to April 1998.

Lisa M. Weber has been Executive Vice-President of MetLife, Inc. and
Metropolitan Life Insurance Company since December 1999 and head of Human
Resources since March 1998. She was Senior Vice-President of MetLife, Inc. from
September 1999 to November 1999 and Senior Vice-President of Metropolitan Life
Insurance Company from March 1998 to November 1999. Previously, she was Senior
Vice-President of Human Resources of PaineWebber Group Incorporated, where she
was employed for ten years.

Judy E. Weiss has been Executive Vice-President and Chief Actuary of
MetLife, Inc. since September 1999 and of Metropolitan Life Insurance Company
since February 1998. She was Senior Vice-President and Chief Actuary of
Metropolitan Life Insurance Company from June 1996 to February 1998 and Senior
Vice-President from May 1991 to June 1996.

INFORMATION ABOUT THE BOARD OF DIRECTORS OF METLIFE, INC.

RESPONSIBILITIES AND COMPOSITION OF THE BOARD

The business of MetLife, Inc. is managed under the direction of its board
of directors. The board currently consists of 16 directors, a majority of whom
are Outside Directors. An "Outside Director" of MetLife, Inc. is a director who
is not an officer or employee of MetLife, Inc. or of any entity controlling,
controlled by or under common control with MetLife, Inc., and is not the
beneficial owner of a controlling interest in the voting stock of MetLife, Inc.
or of any such entity.

MetLife, Inc.'s certificate of incorporation provides that the directors
will be divided into three classes, as nearly equal in number as possible, with
the term of office of each class to be three

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<PAGE> 199

years. The classes serve staggered terms, such that the term of office of one
class of directors expires each year.

BOARD COMMITTEES

There are five standing committees of MetLife, Inc.'s board of directors
that perform essential functions of the Board. The responsibilities of the
standing committees are summarized below. Only Outside Directors may be members
of the Audit, Compensation and Nominating and Corporate Governance committees.
From time to time, the board, in its discretion, may form other committees. Not
less than one-third of the members of any board committee, including the
standing committees, may consist of Outside Directors.

THE EXECUTIVE COMMITTEE

The Executive Committee, except as otherwise provided in MetLife, Inc.'s
certificate of incorporation, in the intervals between meetings of the board of
directors, will have and may exercise the powers and authority of the board of
directors in the management of the property, affairs and business of MetLife,
Inc., including the power to declare dividends.

The Executive Committee currently consists of the following seven members:
Robert H. Benmosche, Chairman; James R. Houghton; Harry P. Kamen; Helene L.
Kaplan; Charles M. Leighton; Allen E. Murray; and John J. Phelan, Jr.

THE AUDIT COMMITTEE

The Audit Committee, except as otherwise provided in any resolution of the
board of directors, will have and may exercise the authority of the board of
directors:

- to recommend to the board of directors the selection of MetLife, Inc.'s
independent certified public accountants;

- to review the scope, plans and results relating to the internal and
external audits of MetLife, Inc. and its financial statements;

- to review the financial condition of MetLife, Inc.;

- to monitor and evaluate the integrity of MetLife, Inc.'s financial
reporting processes and procedures;

- to assess the significant business and financial risks and exposures of
MetLife, Inc. and to evaluate the adequacy of its internal controls in
connection with such risks and exposures, including, but not limited to,
accounting and audit controls over cash, securities, receipts,
disbursements and other financial transactions; and

- to review MetLife, Inc.'s policies on ethical business conduct and
monitor its compliance with those policies.

The Audit Committee currently consists of the following six members: James R.
Houghton, Chairman; Curtis H. Barnette; Burton A. Dole, Jr.; John J. Phelan,
Jr.; Hugh B. Price; and William C. Steere, Jr.

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<PAGE> 200

THE COMPENSATION COMMITTEE

The Compensation Committee, except as otherwise provided in any resolution
of the board of directors, will have and may exercise all the authority of the
board of directors with respect to compensation, benefits and personnel
administration of MetLife, Inc.'s employees, and:

- will nominate persons for election or appointment by the board of
directors of all principal officers (as determined by the Committee) and
such other officers as the Committee may determine to elect or appoint as
officers;

- will evaluate the performance and recommend to the board of directors the
compensation of such principal officers and such other officers as the
Committee may determine;

- may elect or appoint officers as provided in MetLife, Inc.'s by-laws;

- may recommend to the board of directors any plan to issue options for the
purchase of shares of the stock of MetLife, Inc. to its officers or
employees and those of its subsidiaries; and

- will administer the MetLife, Inc. 2000 Stock Incentive Plan.

The Compensation Committee currently consists of the following seven
members: Allen E. Murray, Chairman; Curtis H. Barnette; Joan Ganz Cooney; James
R. Houghton; Charles M. Leighton; Ruth J. Simmons; and William C. Steere, Jr.

THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Nominating and Corporate Governance Committee, except as otherwise
provided in any resolution of the board of directors:

- will make recommendations to the board of directors with respect to
electing directors and filling vacancies on the Board;

- will review and make recommendations to the board of directors with
respect to the organization, structure, size, composition and operation
of the board and its committees, including, but not limited to, the
compensation for non-employee directors;

- may recommend to the board of directors any plan to issue options for the
purchase of shares of the stock of MetLife, Inc. to its non-employee
directors;

- will administer the MetLife, Inc. 2000 Directors Stock Plan; and

- will review and make recommendations with respect to other corporate
governance matters and matters that relate to the status of MetLife, Inc.
as a publicly-traded company.

The Nominating and Corporate Governance Committee currently consists of the
following seven members: Helene L. Kaplan, Chairman; Curtis H. Barnette; James
R. Houghton; Harry P. Kamen; Allen E. Murray; John J. Phelan, Jr.; and William
C. Steere, Jr.

THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee, except as otherwise provided
in any resolution of the board of directors, will exercise general supervision
of MetLife, Inc.'s charitable contributions, public benefit programs and other
corporate responsibility matters.

The Corporate Social Responsibility Committee currently consists of the
following six members: Joan Ganz Cooney, Chairman; Gerald Clark; Burton A. Dole,
Jr.; Helene L. Kaplan; Stewart G. Nagler; and Hugh B. Price.

COMPENSATION OF DIRECTORS

In 1999, Outside Directors received an annual retainer fee of $50,000. At
January 1, 2000, the annual retainer increased to $60,000. Each chairman of a
board committee who is an Outside Director receives an additional $5,000 annual
retainer. Outside Directors are paid attendance fees

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<PAGE> 201

of $2,000 on days that they attend one or two board or committee meetings held
on the same day. If they attend more than two meetings on a single day, they are
paid an additional $1,000 for each other meeting they attend on that day.
Directors may defer the receipt of the payment of all or a portion of their
retainer and attendance fees.

MetLife provides $200,000 of life insurance to each Outside Director.
MetLife will recover the premiums for each policy upon the death of the Outside
Director. The cost to MetLife of providing this life insurance is nominal.
MetLife also provides each of the Outside Directors with business travel
accident coverage while traveling on MetLife business. The Outside Directors are
eligible to participate in MetLife's Long-Term Care Insurance Program on a fully
contributory basis.

Outside Directors elected prior to October 1, 1999 participate in a
charitable gift program under which each Outside Director is able to recommend
one or more charitable or educational institutions to receive, in the aggregate,
a $1 million contribution from MetLife in the name of the Outside Director. In
connection with this program, MetLife purchased and pays the premiums on life
insurance policies covering such Outside Directors. The death benefits under the
policies will be paid to MetLife. The cost to MetLife of providing this program
is not significant. Outside Directors elected on or after October 1, 1999 are
not eligible to participate in this program.

Under the MetLife, Inc. 2000 Directors Stock Plan, the Nominating and
Corporate Governance Committee may determine that up to one-half of an Outside
Director's retainer and attendance fees be paid in common stock. The Directors
Stock Plan also provides that the Nominating and Corporate Governance Committee
may, with the board's approval, grant non-qualified stock options to the Outside
Directors to purchase shares of MetLife, Inc. common stock at a price no less
than the fair market value of a share of common stock on the grant date of the
stock option. Any options granted before the fifth anniversary of the effective
date of the plan of reorganization will replace all or any portion of the
Outside Directors' fees otherwise payable in cash. No stock options may be
granted and no stock may be issued under the Directors Stock Plan in lieu of
Outside Directors' fees before the first anniversary of the effective date of
the plan of reorganization. Up to a maximum of 500,000 shares may be issued
under the Directors Stock Plan in lieu of fees and no more than 0.05% of the
shares outstanding immediately after the effective date of the plan of
reorganization may be issued with respect to stock options under the Directors
Stock Plan.

Common stock paid in lieu of fees under the Directors Stock Plan may not be
sold prior to the second anniversary of the effective date of the plan of
reorganization. Stock options granted under the Directors Stock Plan will
generally be exercisable on the date of grant, but in no event exercised before
the second anniversary of the effective date of the plan of reorganization.
Outside Directors may elect to receive all or a portion of their retainer and
attendance fees that would otherwise be paid in cash with respect to services
rendered after the second anniversary of the effective date of the plan of
reorganization in the form of common stock. In addition, an Outside Director may
elect to defer receipt of any shares issuable under the terms of the Directors
Stock Plan in lieu of their retainer and attendance fees and any dividends
payable on the shares, until after he or she is no longer a director of MetLife,
Inc.

The board of directors may terminate, modify or amend the Directors Stock
Plan at any time, subject, in certain instances, to shareholder approval, and
prior to the fifth anniversary of the effective date of the plan of
reorganization, the approval of the New York Superintendent of Insurance. Unless
terminated earlier by action of the board of directors, the 2000 Directors Stock
Plan will continue in effect until no more shares are available for issuance
pursuant to it.

Metropolitan Life Insurance Company entered into an agreement with Harry P.
Kamen pursuant to which he served as a consultant from July 1, 1998 to June 30,
1999 for a fee of $500,000. Upon the expiration of that agreement by its terms,
a new agreement between Metropolitan Life Insurance Company and Mr. Kamen became
effective pursuant to which

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<PAGE> 202

Mr. Kamen serves as a consultant for the one-year period of July 1, 1999 to June
30, 2000. Mr. Kamen will be paid for services rendered under the agreement up to
an aggregate amount of $50,000. Pursuant to the agreement, Metropolitan Life
Insurance Company provides Mr. Kamen, at no charge to him, an office and
secretarial support, as well as a car for use in connection with the services
rendered under the agreement.

MANAGEMENT COMPENSATION

EXECUTIVE COMPENSATION

Since the formation of MetLife, Inc., in August 1999, none of its officers
or other personnel has received any compensation from MetLife, Inc. All
compensation has been paid by Metropolitan Life Insurance Company or New England
Financial. It is expected that after the demutualization, all employees of
MetLife, Inc., including the executive officers, will continue to be paid only
by Metropolitan Life Insurance Company or its subsidiary, as applicable, with an
allocation of their compensation to be made for services rendered to MetLife,
Inc. MetLife, Inc. will pay the amount of such allocation to Metropolitan Life
Insurance Company or its subsidiary, as applicable, pursuant to a cost
allocation agreement.

The information set forth below describes the components of the total
compensation of the Chief Executive Officer and the four other most highly
compensated executive officers of Metropolitan Life Insurance Company and
MetLife, Inc. for services rendered during the fiscal year ended December 31,
1999 ("Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------- ------------
OTHER ANNUAL LTIP(2) ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION PAYOUTS COMPENSATION
- --------------------------- ---- ------ -------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert H. Benmosche...... 1999 $1,000,000 $2,714,200 -- $3,422,200 $225,143(3)
Chairman of the Board,
President and Chief
Executive Officer
Stewart G. Nagler........ 1999 630,000 1,100,000 -- 2,387,000 133,741(3)
Vice-Chairman of the Board
and Chief Financial Officer
Gerald Clark............. 1999 630,000 900,000 -- 2,387,000 138,986(3)
Vice-Chairman of the Board
and Chief Investment
Officer
James M. Benson.......... 1999 600,000 900,000 737,549(5) 1,800,000 38,130(4)
President, Individual
Business; Chairman of the
Board, Chief Executive
Officer and President, New
England Life Insurance
Company
C. Robert Henrikson...... 1999 500,000 875,000 -- 1,743,000 92,543(3)
President, Institutional
Business
</TABLE>

- ---------------
(1) Actual annual incentive awards based on 1999 performance were paid in the
first quarter of 2000. For all Named Executive Officers, other than Mr.
Benson, such award was paid pursuant to the MetLife Annual Variable
Incentive Plan. Mr. Benson's award was paid pursuant to The New England
Short-Term Incentive Plan.

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<PAGE> 203

(2) Long-term compensation plan payouts to all Named Executive Officers for
services performed during the three-year performance period 1997-1999 were
made in the first quarter of 2000. For all Named Executive Officers, other
than Mr. Benson, such payouts were made pursuant to the MetLife Long-Term
Performance Compensation Plan. Mr. Benson's payout was made pursuant to the
New England Financial Long-Term Incentive Plan.

(3) Includes: MetLife contributions to the Savings and Investment Plan for
Employees of MetLife and Participating Affiliates of $6,400 for each of the
above named individuals; MetLife contributions to, or with respect to, the
Auxiliary Savings and Investment Plan as follows: Mr. Benmosche: $87,077;
Mr. Nagler: $54,240; Mr. Clark: $58,240; and Mr. Henrikson: $40,640;
payments representing the dollar value of the benefit of the portion of
split dollar life insurance premiums paid by MetLife as follows: Mr.
Benmosche: $131,666; Mr. Nagler: $73,101; Mr. Clark: $74,346; and Mr.
Henrikson: $45,503.

(4) Includes: company contributions to The New England 401(k) Plan and Trust of
$8,200; $29,660 to The New England Life Insurance Company Select Employees
Supplemental 401(k) Plan and $270 representing the premium paid by New
England Life Insurance Company with respect to term life insurance covering
Mr. Benson.

(5) Amount paid on Mr. Benson's behalf pursuant to The New England Financial
Relocation Policy.

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
OR OTHER PRICE-BASED PLANS
PERIOD ----------------------------------------
UNTIL ESTIMATED
MATURATION THRESHOLD TARGET MAXIMUM
NAME OR PAYOUT PAYMENT PAYMENT(A) PAYMENT
- ---- ----------- --------- ---------- -------
<S> <C> <C> <C> <C>
Robert H. Benmosche..................... 1999-2001 $0 $2,500,000 $5,000,000
Stewart G. Nagler....................... 1999-2001 0 1,260,000 2,520,000
Gerald Clark............................ 1999-2001 0 1,260,000 2,520,000
James M. Benson......................... 1999-2001 0 1,200,000 2,400,000
C. Robert Henrikson..................... 1999-2001 0 975,000 1,950,000
</TABLE>

- ---------------
(a) Estimated target payments under the MetLife Long-Term Performance
Compensation Plan for all Named Executive Officers other than Mr. Benson,
whose payment is made pursuant to the New England Financial Long-Term
Incentive Plan. Actual target payments will be based on the average of the
year-end annual base salaries over the three-year performance period, except
in the case of Mr. Benson, whose target will remain at $1,200,000,
regardless of changes in his annual base salary.

METLIFE RETIREMENT PLAN INFORMATION

The following table shows the estimated annual retirement benefits payable
at normal retirement age (generally 65) to a person retiring with the indicated
final average pay and years of credited service on a 30% joint and survivor
basis, if married, and on a straight life annuity basis with a 5-year guarantee,
if single, under the Metropolitan Life Retirement Plan for United States
Employees ("Retirement Plan"), as supplemented by the Metropolitan Life
Supplemental Retirement Benefit Plan ("Supplemental Retirement Plan"), each as
described below. Except for Mr. Benson, each of the Named Executive Officers
participates in the Retirement Plan and the Supplemental Retirement Plan. Mr.
Benson participates in separate New England Financial plans.

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<PAGE> 204

ESTIMATED ANNUAL BENEFITS AT RETIREMENT
WITH INDICATED YEARS OF CREDITED SERVICE

<TABLE>
<CAPTION>
FINAL
AVERAGE PAY 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- ----------- ------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 500,000 $ 41,400 $ 82,900 $124,300 $165,800 $ 207,200 $ 248,700 $ 290,100 $ 302,600
750,000 62,700 125,400 188,100 250,800 313,500 376,200 438,900 457,600
1,000,000 83,900 167,900 251,800 335,800 419,700 503,700 587,600 612,600
1,250,000 105,200 210,400 315,600 420,800 526,000 631,200 736,400 767,600
1,500,000 126,400 252,900 379,300 505,800 632,200 758,700 885,100 922,600
1,750,000 147,700 295,400 443,100 590,800 738,500 886,200 1,033,900 1,077,600
2,000,000 168,900 337,900 506,800 675,800 844,700 1,013,700 1,182,600 1,232,600
2,250,000 190,200 380,400 570,600 760,800 951,000 1,141,200 1,331,400 1,387,600
2,500,000 211,400 422,900 634,300 845,800 1,057,200 1,268,700 1,480,100 1,542,600
</TABLE>

The annual retirement benefit under the Retirement Plan and the
Supplemental Retirement Plan is generally equal to the sum of (a)(i) a
percentage of an executive's "final average compensation" up to his or her
"covered compensation" (i.e., the average of the social security taxable wage
base for the 35 years up to the date the executive attains social security
retirement age), plus (ii) a percentage of the executive's "final average
compensation" in excess of his or her "covered compensation", and the sum
thereof times (iii) years of "credited service" not exceeding 35 years, and (b)
a percentage of "final average compensation" multiplied by years of "credited
service" in excess of 35 years. "Final average compensation" is defined as the
highest average "annual compensation" of an executive for any 60 consecutive
months in the 120 months of service prior to the executive's retirement. "Annual
Compensation" used to determine the retirement benefit under the Retirement Plan
and the Supplemental Retirement Plan consists of "annual basic compensation"
which includes annual base salary and "annual variable incentive compensation"
which includes payments under the annual variable incentive plan. Such
"compensation" is generally the same as the compensation reflected in the
"salary" and "bonus" columns of the Summary Compensation Table. The Supplemental
Retirement Plan is designed to provide benefits which eligible employees would
have received under the Retirement Plan but for limits applicable under the
Retirement Plan. Benefits payable under the Retirement Plan and the Supplemental
Retirement Plan are not subject to reduction for social security benefits or
other offset amounts.

At December 31, 1999 (assuming retirement as of such date), the estimated
"final average compensation" under the Retirement Plan and the Supplemental
Retirement Plan is $1,581,710 for Mr. Benmosche, $1,281,350 for Mr. Nagler,
$1,258,000 for Mr. Clark and $904,980 for Mr. Henrikson. The estimated years of
credited service under the Retirement Plan and the Supplemental Retirement Plan
as of such date is four years for Mr. Benmosche, 37 years for Mr. Nagler, 31
years for Mr. Clark and 27 years for Mr. Henrikson.

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NEW ENGLAND RETIREMENT PLAN INFORMATION

The following table shows the estimated annual retirement benefits payable
at normal retirement age (generally 65) to a person retiring with the indicated
final average pay and years of credited service on a straight life annuity basis
under The New England Retirement Plan and Trust, as supplemented by The New
England Life Insurance Company Supplemental Retirement Plan and The New England
Life Insurance Company Select Employees Supplemental Retirement Plan, each as
described below.

ESTIMATED ANNUAL BENEFITS AT RETIREMENT
WITH INDICATED YEARS OF CREDITED SERVICE

<TABLE>
<CAPTION>
FINAL
AVERAGE PAY 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
----------- ------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 500,000 $ 48,300 $ 96,600 $144,800 $193,100 $ 241,400 $ 253,900 $ 253,900 $ 253,900
750,000 73,300 146,600 219,800 293,100 366,400 385,200 385,200 385,200
1,000,000 98,300 196,600 294,800 393,100 491,400 516,400 516,400 516,400
1,250,000 123,300 246,600 369,800 493,100 616,400 647,700 647,700 647,700
1,500,000 148,300 296,600 444,800 593,100 741,400 778,900 778,900 778,900
1,750,000 173,300 346,600 519,800 693,100 866,400 910,200 910,200 910,200
2,000,000 198,300 396,600 594,800 793,100 991,400 1,041,400 1,041,400 1,041,400
2,250,000 223,300 446,600 669,800 893,100 1,116,400 1,172,700 1,172,700 1,172,700
2,500,000 248,300 496,600 744,800 993,100 1,241,400 1,303,900 1,303,900 1,303,900
</TABLE>

The annual benefit under The New England Retirement Plan and Trust, The New
England Life Insurance Company Supplemental Retirement Plan and The New England
Life Insurance Company Select Employees Supplemental Retirement Plan is
generally equal to the sum of (a) the product of a percentage of an executive's
"final average compensation" times years of service up to 25 and (b) the product
of a percentage of an executive's "final average compensation" for years 26 to
30 times such years of service, less (c) the product of a percentage of an
executive's age 65 social security benefit times years of service up to 25 years
of service. "Final average compensation" is defined as the highest five years of
eligible compensation of an executive during the last ten years of service prior
to the executive's retirement. "Annual Compensation" used to determine the
retirement benefit under The New England Retirement Plan and Trust, The New
England Life Insurance Company Supplemental Retirement Plan and The New England
Life Insurance Company Select Employees Supplemental Retirement Plan consists of
salary paid to an executive. Such Annual Compensation is generally the same as
the compensation reflected in the "salary" and "bonus" columns of the Summary
Compensation Table. The New England Life Insurance Company Supplemental
Retirement Plan and The New England Life Insurance Company Select Employees
Supplemental Retirement Plan are designed to provide benefits which eligible
employees would have received under The New England Retirement Plan and Trust
but for limits applicable under The New England Retirement Plan and Trust. The
estimated "final average pay" for Mr. Benson under The New England Retirement
Plan and Trust, The New England Life Insurance Company Supplemental Retirement
Plan and The New England Life Insurance Company Select Employees Supplemental
Retirement Plan at December 31, 1999 (assuming retirement at such date) is
$1,419,800 and the estimated years of credited service under such Plans at such
date is 2 years. In addition, Mr. Benson's employment agreement provides for an
enhanced retirement benefit of $400,000 vesting in equal annual installments
over ten years and payable at age 62 as a 20-year continuous and certain
annuity. At December 31, 1999, Mr. Benson was vested as to 20% of this benefit,
or $80,000 per annum. In the event of a termination by New England Life
Insurance Company "without cause" or by Mr. Benson for "good reason" (as each
such term is defined in the agreement), the enhanced retirement benefit will
retroactively vest at double the above rate.

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<PAGE> 206

LONG-TERM INCENTIVE COMPENSATION PLANS

METLIFE LONG-TERM PERFORMANCE COMPENSATION PLAN. All officers at the level
of senior vice-president and above and select vice-presidents are eligible to
participate in the MetLife Long-Term Performance Compensation Plan ("Long-Term
Plan"). The Long-Term Plan is a three-year plan with a new plan period beginning
each January 1. Under the Long-Term Plan, performance objectives for the
enterprise are established at the beginning of each three-year performance
period and may include specific objectives for earnings and return on equity, as
well as management performance against select strategic objectives. At the end
of the performance period, the performance of MetLife is judged against the set
objectives, with some results compared relatively to the results of other
companies in the insurance and financial service industries. Actual performance,
expressed as a percentage, may range from 0% to 200%. This percentage is
multiplied by the participants' total incentive opportunities to establish the
aggregate incentive fund for distribution. Individual awards are recommended by
management and are reflective of the participant's individual performance and
relative contribution to the long-range results of MetLife. Senior management
approves all awards before they are submitted to the Compensation Committee of
the board, which is comprised of Outside Directors, and to the full board for
approval. Any award under the Long-Term Plan in each performance period will
become payable only upon approval of the board in its discretion and will be
paid in the year immediately following the end of each performance period.

NEW ENGLAND FINANCIAL LONG-TERM INCENTIVE PLAN. From 1997 through 1999,
New England Financial maintained a substantially similar long-term incentive
plan for the benefit of certain of its officers, under which any amounts payable
are determined based on the performance of New England Financial and the
individual's contribution to its success.

The personnel committee awards certain of its officers "growth units" that
measure value creation over a three-year performance cycle based on growth in
equity computed pursuant to generally accepted accounting principles and the
present value of future profits on in-force business. At the end of the
three-year performance cycle, the growth in value of the "growth units" is
determined by New England Financial's board and paid in cash to each participant
still employed with New England Financial.

In 2000, New England Financial adopted a long-term incentive plan identical
to the MetLife Long-Term Plan.

Each of the Named Executive Officers participates in the MetLife Long-Term
Plan, except Mr. Benson who participates in The New England Financial Long-Term
Incentive Plan. See "-- Management Compensation -- Long-Term Incentive Plan
Awards in Last Fiscal Year".

SHORT-TERM INCENTIVE PLANS

METLIFE ANNUAL VARIABLE INCENTIVE PLAN. Persons exempt from the Fair Labor
Standards Act who are not participating in an alternative annual incentive plan
are eligible to participate in the Annual Variable Incentive Plan ("Annual
Incentive Plan"). Under the Annual Incentive Plan, a formula including
performance objectives for operating earnings and return on equity is
established at the beginning of each calendar year to determine the maximum
aggregate incentive pool for distribution under the Annual Incentive Plan. The
actual incentive pool will be established at the end of each year based on the
actual operating earnings relative to return on equity target by using the
formula. Eighty percent of this pool is distributed based on corporate results,
while 20% is distributed based on business unit performance. In all incentive
award determinations, individual performance is a significant factor in the
manager's determination of the amount of an individual's actual final incentive
award. Final approval of individual incentive awards rests with senior
management. Awards for certain senior officers (executive vice-president and
above) are submitted to the Compensation Committee of the board, comprised of
Outside Directors, and to the full board for approval and endorsement. Awards
are payable in cash as soon as practicable after individual award amounts have
been approved. There is no

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<PAGE> 207

maximum on individual awards, but there is no guarantee an individual will
receive an award. The total of all individual awards may not exceed the maximum
aggregate incentive pool. Each of the Named Executive Officers participates in
the MetLife Annual Incentive Plan, except Mr. Benson, who participates in the
New England Short-Term Incentive Plan.

THE NEW ENGLAND SHORT-TERM INCENTIVE PLAN. In 1999, New England Financial
maintained a substantially similar short-term executive incentive plan ("The New
England Short-Term Incentive Plan") for the benefit of certain of its officers,
under which any amounts payable are determined based on the performance of New
England Financial and the individual's contribution to its success. Under The
New England Short-Term Incentive Plan, in determining the amounts available for
incentive payments, key considerations include financial results and growth
compared to target and business plan, together with non-financial objectives and
judgment of the Personnel Committee, and results are compared with the results
of other insurance and financial services companies. Specific percentages are
established under The New England Short-Term Incentive Plan with respect to the
portion of the award that is based on business unit performance, and such
performance is an important consideration in determining an individual's award.
The maximum award payable to any given individual under The New England
Short-Term Incentive Plan is capped at 200% of the target award amount. In 2000,
New England Financial adopted a short-term incentive plan identical to the
MetLife Annual Incentive Plan.

METLIFE, INC. 2000 STOCK INCENTIVE PLAN

The Compensation Committee of the board of directors of MetLife, Inc. will
administer the MetLife, Inc. 2000 Stock Incentive Plan ("Stock Incentive Plan").
Under the Stock Incentive Plan, the Compensation Committee may from time to time
grant stock options for the purchase of common stock to officers (including
officers who are also directors), employees and insurance agents of MetLife,
Inc. and its subsidiaries, provided that the Compensation Committee may not
grant any stock or stock options prior to the first anniversary of the effective
date of the plan of reorganization. The Compensation Committee may, in its
discretion, delegate its authority and power under the Stock Incentive Plan to
MetLife, Inc.'s Chief Executive Officer with respect to individuals who are
below the rank of Senior Vice-President. Such delegation of authority is limited
to 1.5% of the total number of shares authorized for issuance under the Stock
Incentive Plan, and no individual may receive more than 5% of the shares of the
Chief Executive Officer's total authorization in any twelve-month period.

The maximum number of shares issuable under the Stock Incentive Plan is 5%
of the shares outstanding immediately after the effective date of the plan of
reorganization, reduced by the shares issuable pursuant to options granted under
the MetLife, Inc. 2000 Directors Stock Plan. The maximum number of shares which
may be subject to awards under the Stock Incentive Plan may not exceed 60% of
the shares available under the Stock Incentive Plan prior to the second
anniversary of the effective date of the plan of reorganization or 80% of the
shares available under the Stock Incentive Plan prior to the third anniversary
of the effective date of the plan of reorganization. No participant in the Stock
Incentive Plan may be granted, during any five-year period, options in respect
of more than 5% of the shares available for issuance under the Stock Incentive
Plan. The shares to be issued under the Stock Incentive Plan may be authorized
but unissued shares or treasury shares. Upon the occurrence of certain events
that affect the capitalization of MetLife, Inc., appropriate adjustments will be
made in the number of shares that may be issued under the Stock Incentive Plan
in the future and in the number of shares and the exercise price under
outstanding grants made before the event. If any grant is for any reason
canceled, terminated or otherwise settled without the issuance of some or all of
the shares of common stock subject to the grant, such shares will be available
for future grants.

The board of directors of MetLife, Inc. may terminate, modify or amend
(subject, in some cases, to the approval of its stockholders and, prior to the
fifth anniversary of the effective date of the plan of reorganization, to the
approval of the New York Superintendent of Insurance) the

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<PAGE> 208

Stock Incentive Plan at any time, but such termination, modification or
amendment may not adversely affect any stock option then outstanding under the
Stock Incentive Plan without the consent of the recipient thereof. The Stock
Incentive Plan will continue in effect until it is terminated by the board of
directors or until no more shares are available for issuance, but stock options
granted prior to such date will continue in effect until they expire in
accordance with their terms.

The Compensation Committee may grant nonqualified stock options
("Nonqualified Stock Options") and stock options qualifying as incentive stock
options ("ISOs") under the Internal Revenue Code of 1986, as amended. The
exercise price per share of common stock subject to either a Nonqualified Stock
Option or an ISO will be not less than the fair market value (as defined in the
Stock Incentive Plan) of such share on the date of grant of such option. To
exercise an option, a holder may pay the exercise price as permitted by the
Compensation Committee (1) in cash, (2) by delivering on the date of exercise
other shares of common stock owned by the holder, (3) through an arrangement
with a broker approved by MetLife, Inc. for the payment of the exercise price
with the proceeds of the sale of shares of common stock owned by the holder, or
(4) by a combination of the foregoing. Options generally may not be transferred
by the grantee, except in the event of death. The Compensation Committee may, in
its discretion, permit the transfer of Nonqualified Stock Options by gift or
domestic relations order to the participant's immediate family members.

Unless otherwise specified, each option will become exercisable on a
cumulative basis in three approximately equal installments on each of the first
three anniversaries of the date of grant thereof, provided, that in no event
will any option be or become exercisable prior to the second anniversary of the
effective date of the plan of reorganization. In addition, the Compensation
Committee may establish longer periods of service or performance-based criteria
at the time of the grant. The term of each option will be fixed by the
Compensation Committee but may not be more than ten years from its date of
grant.

Any option granted to an insurance agent will comply with the provisions of
Section 4228 of the New York Insurance Law and any regulations thereunder.

In the event of the termination of service of a grantee by reason of death,
any options previously granted to such grantee will become immediately
exercisable in full and may be exercised by the grantee's designated beneficiary
at any time prior to the expiration of the term of the options or within three
years following the grantee's death, whichever occurs first (or such shorter
time as the Compensation Committee may determine at the time of grant).

In the event of the termination of service of a grantee by reason of
disability or approved retirement (as defined in the Stock Incentive Plan), any
option previously granted to such grantee will continue to vest as if the
grantee's service had not terminated. A grantee may exercise any vested option
in full for a period of three years following termination of employment (or such
shorter period as the Compensation Committee shall determine at the time of
grant) or, if earlier, the expiration of the term of the option. In the event of
the termination of service of a grantee for cause (as defined in the Stock
Incentive Plan), the grantee will forfeit any outstanding options. In the event
of the termination of service of a grantee in connection with a divestiture of a
business unit or subsidiary or similar transaction, the Compensation Committee
may provide that all or some outstanding options will continue to become
exercisable and may be exercised at any time prior to the expiration of the term
of the options or within three years following the grantee's termination of
service (or such shorter time as the Compensation Committee may determine at or
following the time of grant) or, if earlier, the expiration of the term of the
option. In general, in the event of the termination of service of a grantee for
any reason other than in connection with certain divestitures of a subsidiary or
business unit, for disability, death, approved retirement or cause, any options
granted to such grantee exercisable at the date of termination will remain
exercisable for a period of 30 days (or, if earlier, the expiration of the term
of the options).

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<PAGE> 209

Upon a change of control (as defined in the Stock Incentive Plan), each
option then outstanding will become fully exercisable regardless of the exercise
schedule otherwise applicable. In connection with such change of control, the
Compensation Committee may, in its discretion, require that, upon the change of
control, each such option be canceled in exchange for a payment in an amount
equal to the excess, if any, of the change of control price (as defined in the
Stock Incentive Plan) over the exercise price of the option. In addition, no
cancellation, acceleration of exercisability, cash settlement or other payment
for options will occur upon a change of control if the Compensation Committee
determines in good faith that an alternate award (as defined in the Stock
Incentive Plan) will be issued by the acquiror in the change of control.

FEDERAL INCOME TAX ASPECTS

The following is a brief summary of the federal income tax consequences of
awards under the Stock Incentive Plan based on the federal income tax laws in
effect on the date hereof. This summary is not intended to be exhaustive and
does not describe state or local tax consequences.

No taxable income is realized by the grantee upon the grant or exercise of
an ISO. If a grantee does not sell the stock received upon the exercise of an
ISO ("ISO Shares") for at least two years from the date of grant and one year
from the date of exercise, when the ISO Shares are sold any gain or loss
realized will be treated as long-term capital gain or loss. In such
circumstances, no deduction will be allowed to the grantee's employer for
federal income tax purposes.

If ISO Shares are disposed of prior to the expiration of the holding
periods described above, the grantee generally will realize ordinary income at
that time equal to the lesser of the excess of the fair market value of the
shares at exercise over the price paid for such ISO Shares or the actual gain on
the disposition. The grantee's employer will generally be entitled to deduct any
such recognized amount. Any further gain or loss realized by the grantee will be
taxed as short-term or long-term capital gain or loss. Subject to certain
exceptions for disability or death, if an ISO is exercised more than three
months following the termination of the grantee's employment, the ISO will
generally be taxed as a Nonqualified Stock Option.

No income is realized by the grantee at the time a Nonqualified Stock
Option is granted. Generally upon exercise of a Nonqualified Stock Option, the
grantee will realize ordinary income in an amount equal to the difference
between the price paid for the shares and the fair market value of the shares on
the date of exercise. The grantee's employer will generally be entitled to a tax
deduction in the same amount and at the same time as the grantee recognizes
ordinary income. Any appreciation or depreciation after the date of exercise
will be treated as either short-term or long-term capital gain or loss,
depending upon the length of time that the grantee has held the shares.

EMPLOYMENT-RELATED AGREEMENTS

Metropolitan Life Insurance Company has entered into employment
continuation agreements with several of its key executives, including each of
the Named Executive Officers, except Mr. Benson. These agreements, the
provisions of which only become effective upon the occurrence of a change of
control or a potential change of control (as defined in such agreements), are
intended generally to preserve for the covered executives the same duties,
responsibilities and compensation opportunities for a period of three years
following a change of control as were in effect prior to such an event.
Accordingly, after the occurrence of such a change of control event, the
agreements provide for certain minimum levels with respect to a covered
executive's base salary, incentive compensation opportunities and participation
in employee benefit plans. These agreements also generally assure the covered
executive that he or she will not incur a significant change in the other terms
and conditions of his or her

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<PAGE> 210

employment. If the successor management does not honor these assurances, a
covered executive may terminate employment for "good reason". In such case, or
in the event that, after these agreements become effective, the executive's
employment is terminated without "cause", the executive will receive certain
termination benefits, including a lump sum severance payment equal to three
times the sum of the executive's:

- base salary;

- average annual bonus award over the preceding three years; and

- average long-term incentive award over the preceding three years (reduced
by the value conveyed to the executive in the change of control under any
equity compensation awards).

Notwithstanding the foregoing, the amount of any such termination benefits
will be reduced, to the extent necessary, so that no amount payable to such
executives will fail to be deductible by Metropolitan Life Insurance Company
(or, in the case of the executives, be subject to a special excise tax) under
the so-called "golden parachute" provisions of the Internal Revenue Code of
1986, as amended.

In addition, Messrs. Benmosche, Nagler and Clark may also generally elect
to terminate employment voluntarily, during the 30-day period beginning six
months after the date on which a change of control occurs, and receive the same
termination benefits they would receive had such executive's employment
terminated without cause.

New England Life Insurance Company has entered into an employment agreement
with Mr. Benson, which expires on June 16, 2000, pursuant to which Mr. Benson
serves as its Chief Executive Officer. Under the agreement, Mr. Benson is
entitled to a minimum base salary and participation in the New England Financial
annual and long-term incentive plans described above. The agreement also
provides Mr. Benson with an enhanced retirement benefit of $400,000 vesting in
equal annual installments over ten years and payable at age 62 as a 20-year life
annuity. At December 31, 1999, Mr. Benson had vested as to 20% of this benefit,
or $80,000 per annum.

In the event that Mr. Benson's employment is terminated by New England Life
Insurance Company "without cause" or by Mr. Benson for "good reason" (as each
such term is defined in the agreement), Mr. Benson will receive severance
benefits equal to two times the sum of his annual base salary and his target
annual bonus for the year of termination, as well as the earned and unpaid
salary and the award payable for any long-term incentive period then in effect
and an annual bonus for the year of termination, in each case pro-rated to the
date of his termination. In addition, the enhanced retirement benefit will
retroactively vest at double the above rate. Except in the event that Mr. Benson
terminates his employment voluntarily without good reason or his employment is
terminated for cause, he and his spouse will be eligible to receive the same
retiree medical benefits generally made available to MetLife executives, except
that any service requirement to obtain such benefits will be waived and such
benefits will be secondary in all circumstances to any other coverage that Mr.
Benson or his spouse may be eligible to receive.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Helene L. Kaplan, a director of MetLife, Inc. and Metropolitan Life
Insurance Company and the chairman of the Nominating and Compensation Committee
of Metropolitan Life Insurance Company in 1999, is of counsel to Skadden, Arps,
Slate, Meagher & Flom LLP. Skadden, Arps, Slate, Meagher & Flom LLP has in the
past performed, and continues to perform, legal services for Metropolitan Life
Insurance Company and its affiliates.

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OWNERSHIP OF COMMON STOCK

The following table sets forth certain information regarding the beneficial
ownership of MetLife, Inc.'s common stock as of the effective date of the plan
of reorganization by:

- each person who we believe will own beneficially more than 5% of the
outstanding shares of MetLife, Inc.'s common stock;

- each director and each Named Executive Officer; and

- all of our directors and Named Executive Officers as a group.

The number of shares of common stock beneficially owned by each director and
executive officer is based upon an estimate of the number of shares each
director and Named Executive Officer and certain persons and entities affiliated
with each director and Named Executive Officer will receive as eligible
policyholders pursuant to the plan of reorganization. The plan of reorganization
provides that for the first five years after the plan effective date, officers,
directors and employees of Metropolitan Life Insurance Company, MetLife, Inc.
and their affiliates, including their family members and their spouses, may not
acquire common stock in any manner except through the following acquisitions:

- officers, directors and employees who are eligible policyholders may
receive common stock (to be held in the trust) in exchange for their
policyholders' membership interests under the plan of reorganization;

- officers and directors and their spouses and family members may purchase
common stock through the purchase and sale program (if eligible) or in
open market purchases through a broker or dealer registered with the
Securities and Exchange Commission beginning two years after the plan
effective date;

- other employees and their spouses and family members may purchase common
stock through the purchase and sale program (if eligible) or in open
market purchases through a registered broker or dealer on or after the
plan effective date; and

- subject to certain limitations as to both the amount and timing of the
acquisition of stock, officers, directors, employees and insurance agents
may acquire common stock (or interests in common stock) under one or more
of the MetLife, Inc. 2000 Stock Incentive Plan, the MetLife, Inc. 2000
Directors Stock Plan and specified other savings and investment plans,
incentive compensation plans and deferred compensation plans.

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<PAGE> 212

See "Management -- Management Compensation -- MetLife, Inc. 2000 Stock
Incentive Plan" and "Management -- Information about the Board of Directors of
MetLife, Inc. -- Compensation of Directors". No person will own more than 5% of
the outstanding shares of common stock, other than the MetLife Policyholder
Trust, as a result of the shares distributed pursuant to the plan of
reorganization. Except as noted below, each holder listed below will have sole
investment and voting power with respect to the shares beneficially owned by the
holder. The number of shares of common stock beneficially owned by the trust is
based on our preliminary calculation of the allocation of consideration to be
distributed under the plan of reorganization and assumptions described under
"Pro Forma Consolidated Financial Information".

<TABLE>
<CAPTION>
NUMBER OF SHARES
TO BE
NAME BENEFICIALLY OWNED
- ---- ------------------
<S> <C>
MetLife Policyholder Trust.................................. 493,476,118(1)
Robert H. Benmosche......................................... *
Curtis H. Barnette.......................................... *
Gerald Clark................................................ *
Joan Ganz Cooney............................................ *
Burton A. Dole, Jr. ........................................ *
James R. Houghton........................................... *
Harry P. Kamen.............................................. *
Helene L. Kaplan............................................ *
Charles M. Leighton......................................... *
Allen E. Murray............................................. *
Stewart G. Nagler........................................... *
John J. Phelan, Jr. ........................................ *
Hugh B. Price............................................... *
Robert G. Schwartz.......................................... *
Ruth J. Simmons............................................. *
William C. Steere, Jr....................................... *
Gary A. Beller.............................................. *
James M. Benson............................................. *
C. Robert Henrikson......................................... *
Catherine A. Rein........................................... *
William J. Toppeta.......................................... *
John H. Tweedie............................................. *
Lisa M. Weber............................................... *
Judy E. Weiss............................................... *
Board of directors of MetLife, Inc., but not in each
director's individual capacity............................ 493,476,118(1)
All directors and Named Executive Officers as a group....... * (2)
</TABLE>

- ---------------
* Number of shares represents less than one percent of the number of shares of
common stock expected to be outstanding on the effective date of the plan.

(1) The board of directors of MetLife, Inc., but not in each director's
individual capacity, is deemed to beneficially own the shares of common
stock held by the MetLife Policyholder Trust because the board will direct
the voting of these shares on certain matters submitted to a vote of
stockholders. See "The Demutualization -- Establishment and Operation of the
MetLife Policyholder Trust". The amount shown does not include shares
beneficially owned by a director in the director's individual capacity.

(2) Does not include shares of common stock held by the MetLife Policyholder
Trust beneficially owned by the board of directors, other than in each
director's individual capacity.

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COMMON STOCK ELIGIBLE FOR FUTURE SALE

The MetLife Policyholder Trust will hold 493,476,118 shares of common stock
on behalf of the approximately 9 million eligible policyholders that we estimate
will become beneficiaries of the trust in the demutualization. The trust
provides that a trust beneficiary may sell the beneficiary's allocated shares of
MetLife, Inc.'s common stock through the purchase and sale program, subject to
certain limitations. Sales may be made at any time beginning on the later of (1)
termination of any stabilization arrangements and trading restrictions in
connection with the initial public offering or (2) the closing of all
underwriters' over-allotment options which have been exercised and the
expiration of all unexercised options. We expect that these sales may begin
within 30 days after the effective date of the plan of reorganization. In
addition, beginning one year after that effective date, trust beneficiaries may
also withdraw all (but not less than all) of their allocated shares of MetLife,
Inc.'s common stock from the trust and hold or dispose of their shares. Shares
withdrawn from the trust will be issued in book-entry form as uncertificated
shares, to the extent permitted by applicable law, unless a trust beneficiary
requests a certificate for the shares. See "The Demutualization -- Establishment
and Operation of the MetLife Policyholder Trust" for a description of the
purchase and sale program and its limitations. Counsel has advised us that those
beneficiaries who are not "affiliates" of MetLife, Inc. within the meaning of
Rule 144 under the Securities Act of 1933, as amended, may resell their shares
in the purchase and sale program or otherwise without registration under that
Securities Act and without compliance with the time, volume, manner of sale and
other limitations set forth in Rule 144. Substantially all of the shares of
MetLife, Inc.'s common stock allocated in the demutualization to policyholders
that will be beneficiaries of the trust will be allocated to non-affiliates of
MetLife, Inc. Accordingly, most trust beneficiaries may freely transfer such
shares, without limitations, through the purchase and sale program. In addition
to the shares issued in the demutualization, the shares of common stock sold in
the initial public offering and the shares issued upon settlement of the units
will be freely transferable without restriction in the public market, except to
the extent that those shares are acquired by affiliates of MetLife, Inc. and are
therefore subject to restrictions under Rule 144.

Banco Santander Central Hispano, S.A. and Credit Suisse Group have agreed
that they or their respective affiliates will purchase from us in the aggregate
not less than 14,900,000 shares nor more than 73,000,000 shares of our common
stock in private placements that will close concurrently with the initial public
offering and the offering of equity security units described below. We will
determine at the time of the pricing of the initial public offering whether to
sell any shares to these purchasers in excess of the minimum amount. Any shares
in excess of the minimum amount that we determine not to sell to these investors
may increase the number of shares available for sale to the general public under
this prospectus. The maximum number of shares that each investor, individually,
and the investors, in the aggregate, could be obligated to purchase in the
private placements represents approximately 4.9% and 9.8%, respectively, of the
total number of shares of our common stock to be outstanding upon consummation
of the initial public offering and the private placements. We expect each of
these purchasers to enter into an agreement with us that provides that any
shares purchased by it will be restricted, subject to certain limited
exceptions, from sale or transfer for a period of one year after the initial
public offering, except for sales to affiliates or pursuant to a tender or
exchange offer recommended by our board of directors. In addition, we expect
each purchaser to agree that it will not, without our consent, increase its
ownership of voting securities above 4.9% of the outstanding shares, seek to
obtain board representation, solicit proxies in opposition to management or take
certain other actions for five years. Although these investors will receive
common stock which has not been registered under the Securities Act, they will
also receive registration rights with respect to such stock, which rights are
not exercisable until one year after the closing of the initial public offering.
Pursuant to these registration rights, the purchasers will be able to have their
shares of common stock registered for resale under the Securities Act at various
times in the future. In addition, the purchasers will be able to participate,
subject to specified limitations, in registrations effected by
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us for our own account or others. The private placements are subject to the
negotiation of definitive documentation.

Sales of substantial amounts of MetLife, Inc. common stock, or the
perception that such sales could occur, could adversely affect prevailing market
prices for our common stock.

METLIFE CAPITAL TRUST I

MetLife Capital Trust I is a statutory business trust created under
Delaware law according to (1) a declaration of trust and (2) a certificate of
trust filed with the Secretary of State of the State of Delaware on March 6,
2000. This declaration will be amended and restated in its entirety
substantially in the form filed as an exhibit to the registration statement of
which this prospectus forms a part. The declaration will be qualified as an
indenture under the Trust Indenture Act.

The trust exists for the exclusive purposes of:

(a) issuing the trust securities, which include the capital securities
offered by this prospectus and the common securities issued to MetLife,
Inc., representing undivided beneficial ownership interests in the
debentures issued by MetLife, Inc., which will be the sole assets of the
trust;

(b) investing the proceeds of the trust securities in the debentures;
and

(c) engaging in only those activities necessary, appropriate,
convenient or incidental to the purposes specified in (a) and (b) above.
The trust has a term of approximately seven years, but may dissolve earlier
as provided in the declaration.

Although upon issuance of the capital securities, a holder of units will be
the beneficial owner of the related capital securities, those capital securities
will be pledged with the collateral agent to secure the obligations of the
holder under the related purchase contract.

The common securities rank on a parity, and payments upon redemption,
liquidation or otherwise will be made on a proportionate basis, with the capital
securities. However, upon the occurrence and during the continuance of an event
of default under the debenture indenture, the rights of the holders of the
common securities to receive payment of periodic distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
holders of the capital securities. The aggregate stated liquidation amount of
the common securities owned by MetLife, Inc. will equal at least 3% of the total
capital of the trust.

MetLife, Inc. will, on a senior and unsecured basis, irrevocably guarantee
payments on the trust securities to the extent of available trust funds.

The number of the trustees is initially five. Three of the trustees (the
administrative trustees) are persons who are our employees or officers or who
are affiliated with us. Under the declaration, the fourth trustee will be a
financial institution that is unaffiliated with us. This trustee will serve as
property trustee under the declaration and as indenture trustee for the purposes
of compliance with the provisions of the Trust Indenture Act. Initially, The
Bank of New York, a New York banking corporation, will be the property trustee
until removed or replaced by the holder of the common securities. The fifth
trustee will be a financial institution that is unaffiliated with us and that is
resident in the State of Delaware for purposes of the Delaware Business Trust
Act. Initially, The Bank of New York (Delaware), a Delaware banking corporation,
will be the Delaware trustee until removed or replaced by the holder of the
common securities. For purposes of compliance with the provisions of the Trust
Indenture Act, The Bank of New York will also act as the guarantee trustee.

The property trustee will hold title to the debentures for the benefit of
the holders of the trust securities and the property trustee will have the power
to exercise all rights, powers and privileges under the indenture as the holder
of the debentures. In addition, the property trustee
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will maintain exclusive control of a segregated noninterest bearing bank account
to hold all payments made in respect of the debentures for the benefit of the
holders of the trust securities. The property trustee will make payments of
distributions and payments on liquidation, redemption and otherwise to the
holders of the trust securities out of funds from this property account. The
guarantee trustee will hold the guarantee for the benefit of the holders of the
capital securities.

We, as the direct or indirect holder of all the common securities, will
have the right to appoint, remove or replace any trustee and to increase or
decrease the number of trustees. However, the number of trustees shall be at
least two, at least one of which shall be an administrative trustee. We will pay
all fees and expenses related to the trust and the offering of the units.

The rights of the holders of the capital securities, including economic
rights, rights to information and voting rights, are provided in the declaration
of trust of MetLife Capital Trust I, including any amendments thereto, the
capital securities, the Delaware Business Trust Act and the Trust Indenture Act.

ACCOUNTING TREATMENT

The financial statements of MetLife Capital Trust I will be consolidated in
our financial statements, with the capital securities shown on our consolidated
balance sheet under the caption "Company-obligated mandatorily redeemable
securities of subsidiary trust holding solely debentures of Parent". The
proceeds from the units will be allocated to the underlying purchase contracts
and capital securities based on their relative fair values at the offering date.
The forward contracts will be reported in additional paid-in capital and
subsequent changes in fair value will not be recognized. The notes to our
consolidated financial statements will disclose that the sole asset of the trust
will be the debentures. Distributions on the capital securities will be reported
as a charge to minority interest in our consolidated statements of income,
whether paid or accrued.

The purchase contracts are forward transactions in our common stock. Upon
settlement of a purchase contract, we will receive $50 on that purchase contract
and will issue the requisite number of shares of MetLife, Inc. common stock. The
$50 we receive will be credited to shareholders' equity and allocated between
the common stock and additional paid-in-capital accounts.

Before the issuance of shares of MetLife, Inc. common stock upon settlement
of the purchase contracts, the units will be reflected in our diluted earnings
per share calculations using the treasury stock method. Under this method, the
number of shares of common stock used in calculating earnings per share for any
period is deemed to be increased by the excess, if any, of the number of shares
issuable upon settlement of the purchase contracts over the number of shares
that could be purchased by us in the market, at the average market price during
that period, using the proceeds receivable upon settlement. Consequently, we
anticipate that there will be no dilutive effect on our earnings per share
except during periods when the average market price of our common stock is above
$ per share.

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DESCRIPTION OF THE UNITS

The following is a summary of the principal documents relating to the
offering of the units. Copies of those documents are on file with the SEC as
part of our registration statement. See "Additional Information" for information
on how to obtain copies. Although we believe the material provisions of these
documents have been accurately summarized, you should refer to the provisions of
each of the underlying agreements.

Each unit will have a stated amount of $50. Each unit will initially
consist of:

(1) a purchase contract under which you agree to purchase, for $50,
shares of common stock of MetLife, Inc. on the stock purchase date of
, 2003. The number of shares you will receive will be
determined by the settlement rate described below, based on the average
trading price of the common stock at that time; and

(2) beneficial ownership of a capital security of MetLife Capital
Trust I with a stated liquidation amount of $50. Each capital security, and
each common security issued to MetLife, Inc., represents an undivided
beneficial ownership interest in the assets of MetLife Capital Trust I,
which will consist solely of the debentures issued by MetLife, Inc.

The capital securities will initially be pledged to secure your obligations
under the purchase contract. The purchase contracts, together with the pledged
capital securities or, after the remarketing, the specified pledged treasury
securities, are referred to in this prospectus as "normal units". Each holder of
normal units may elect to withdraw the pledged capital securities or treasury
securities underlying the normal units by substituting, as pledged securities,
specifically identified treasury securities that will pay $50 on ,
2003, the amount due on such date under the purchase contract. If a holder of
normal units elects to substitute treasury securities as pledged securities, the
pledged capital securities or treasury securities will be released from the
pledge agreement and delivered to the holder. The normal units would then become
"stripped units". The stripped units will not generate cash payments to the
holder. Holders of stripped units may recreate normal units by resubstituting
the capital securities (or, after the remarketing date, the applicable specified
treasury securities) for the treasury securities underlying the stripped units.

As a beneficial owner of the units, you will be deemed by your acceptance
of the units to have:

- irrevocably agreed to be bound by the terms of the purchase contract
agreement, pledge agreement and purchase contract for so long as you
remain a beneficial owner of such units; and

- appointed the purchase contract agent under the purchase contract
agreement as your agent and attorney-in-fact to enter into and perform
the purchase contract on your behalf.

In addition, as a beneficial owner of the units, you will be deemed by your
acceptance of the units to have agreed to treat for United States federal, state
and local income and franchise tax purposes:

- yourself as the owner of the related capital securities, or the treasury
securities, as the case may be; and

- the debentures as indebtedness that we have issued.

FORMATION OF THE UNITS

At the closing of the offering of the units, the underwriters will (1)
enter into purchase contracts with MetLife, Inc. and in consideration thereof
pay cash to MetLife, Inc. in an amount equal to $ per purchase contract and (2)
purchase capital securities from MetLife Capital Trust I for cash in an amount
equal to $ per capital security. The underwriters will fund these

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cash payments by the sale of the units to the initial investors. MetLife Capital
Trust I will use the cash it receives from the offering of the capital
securities and any cash it receives from MetLife, Inc. for the common
securities, to purchase the debentures from MetLife, Inc. The capital securities
will then be pledged to the collateral agent to secure the obligations owed to
MetLife, Inc. under the purchase contracts.

MetLife, Inc. will enter into:

- a purchase contract agreement with Bank One Trust Company, N.A., as
purchase contract agent, governing the appointment of the purchase
contract agent as the agent and attorney-in-fact for the holders of the
units, the purchase contracts, the transfer, exchange or replacement of
certificates representing the units and certain other matters relating to
the units; and

- a pledge agreement with The Bank of New York, as collateral agent,
creating a pledge and security interest for MetLife, Inc.'s benefit to
secure the obligations of holders of units under the purchase contracts.

CREATING STRIPPED UNITS AND RECREATING NORMAL UNITS

Holders of normal units will have the ability to "strip" those units and
take delivery of the pledged capital securities (or after the remarketing date,
the pledged treasury securities), creating "stripped units", and holders of
stripped units will have the ability to recreate normal units from their
stripped units by depositing capital securities (or after the remarketing date,
the applicable treasury securities) as described in more detail below.

Holders who elect to create stripped units or recreate normal units, shall
be responsible for any related fees or expenses.

CREATING STRIPPED UNITS. Each holder of normal units may create stripped
units and withdraw the pledged capital securities or treasury securities
underlying the normal units by substituting, as pledged securities, the U.S.
treasury securities described below that will pay $50 on , 2003,
the amount due on that date under the purchase contract. Holders of normal units
may create stripped units at any time on or before the second business day prior
to the stock purchase date, except that they may not create stripped units
during the period from four business days prior to any remarketing date until
the expiration of three business days after that date.

In order to create stripped units, a normal unitholder must substitute, as
pledged securities, zero-coupon U.S. Treasury securities (CUSIP No. ) which
mature on , 2003. Upon creation of the stripped units, the treasury securities
will be pledged with the collateral agent to secure the unitholder's obligation
to purchase MetLife, Inc. common stock under the purchase contract, and the
pledged capital securities or treasury securities underlying the normal units
will be released. Because treasury securities are issued in integral multiples
of $1,000, holders of normal units may make the substitution only in integral
multiples of 20 normal units. However, after a remarketing of the capital
securities has occurred, the holders may make the substitution only in integral
multiples of normal units such that both the treasury securities to be deposited
and the treasury securities to be released are in integral multiples of $1,000.

To create stripped units, you must:

- deposit with the collateral agent the treasury securities described
above, which will be substituted for the pledged capital securities
or treasury securities underlying your normal units and pledged with
the collateral agent to secure your obligation to purchase our
common stock under the purchase contract;

- transfer the normal units to the purchase contract agent; and

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- deliver a notice to the purchase contract agent stating that you
have deposited the specified treasury securities with the collateral
agent and are requesting that the purchase contract agent instruct
the collateral agent to release to you the pledged capital
securities or treasury securities underlying the normal units.

Upon that deposit and the receipt of an instruction from the purchase
contract agent, the collateral agent will effect the release to the purchase
contract agent of the underlying pledged capital securities or treasury
securities from the pledge under the pledge agreement free and clear of our
security interest. The purchase contract agent will:

- cancel the normal units;

- transfer to you the underlying pledged capital securities or
treasury securities; and

- deliver to you the stripped units.

Any capital securities released to you will be tradeable separately from
the resulting stripped units. Distributions on the capital securities will
continue to be payable in accordance with their terms.

RECREATING NORMAL UNITS. Each holder of stripped units may recreate normal
units by substituting, as pledged securities, capital securities or the
applicable treasury securities then constituting a part of the normal units for
the treasury securities underlying the stripped units. Holders may recreate
normal units at any time on or before the second business day prior to the stock
purchase date, except that they may not recreate normal units during the period
from four business days prior to any remarketing date until the expiration of
three business days after that date.

Upon recreation of the normal units, the capital securities or treasury
securities will be pledged with the collateral agent to secure the holder's
obligation to purchase our common stock under the purchase contract, and the
treasury securities underlying the stripped units will be released. Because
treasury securities are issued in integral multiples of $1,000, holders of
stripped units may make the substitution only in integral multiples of 20
stripped units. However, after a remarketing of the capital securities has
occurred, the holder may make the substitution only in integral multiples of
stripped units such that both the treasury securities to be deposited and the
treasury securities to be released are in integral multiples of $1,000.

To recreate normal units from stripped units, you must:

- deposit with the collateral agent:

- if the substitution occurs prior to the remarketing of the capital
securities, capital securities having an aggregate stated
liquidation amount equal to the aggregate stated amount of your
stripped units; and

- if the substitution occurs after the remarketing of the capital
securities, the applicable treasury securities then constituting a
part of the normal units;

- transfer the stripped units to the purchase contract agent; and

- deliver a notice to the purchase contract agent stating that you
have deposited the capital securities or treasury securities with
the collateral agent and are requesting that the purchase contract
agent instruct the collateral agent to release to you the pledged
treasury securities underlying those stripped units.

The capital securities or treasury securities will be substituted for the
treasury securities underlying your stripped units and will be pledged with the
collateral agent to secure your obligation to purchase our common stock under
your purchase contract.

Upon the deposit and receipt of an instruction from the purchase contract
agent, the collateral agent will effect the release to the purchase contract
agent of the underlying pledged

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treasury securities from the pledge under the pledge agreement free and clear of
our security interest. The purchase contract agent will:

- cancel the stripped units;

- transfer to you the underlying treasury securities; and

- deliver to you the normal units.

CURRENT PAYMENTS

If you hold normal units, you will receive payments, consisting of
quarterly cumulative cash distributions on the capital securities, at the annual
rate of % of the stated liquidation amount of $50 per capital security through
and including , 2003. These payments are subject to the deferral
provisions described under "Description of the Capital
Securities -- Distributions". On , 2003, you will receive a
quarterly payment, consisting of a cash payment on the specified pledged
treasury securities, at the same annual rate.

If you hold stripped units, you will not receive distributions on the
units.

If you hold capital securities separately from the units, you will receive
distributions on the capital securities. Distributions on the capital securities
will be fixed initially at the annual rate of % of the stated liquidation
amount of $50 per capital security. The rate of distribution on the capital
securities will be reset for the quarterly payments payable on and after
, 2003, and distributions on the capital securities will be made at
the reset rate from that date to , 2005. However, if the reset rate
meeting the requirements described in this prospectus cannot be established, the
distribution rate will not be reset and will continue to be the initial annual
rate of % until a reset rate meeting the requirements described in this
prospectus can be established on a later remarketing date prior to ,
2003. If no remarketing occurs prior to such date, the initial rate will be the
distribution rate through , 2005. The distributions on the capital
securities are subject to the deferral provisions described under "Description
of the Capital Securities -- Distributions".

The ability of MetLife Capital Trust I to make the distributions on the
capital securities is solely dependent upon the receipt of corresponding
payments from MetLife, Inc. on the debentures. MetLife, Inc.'s obligations with
respect to the debentures will be senior and unsecured and will rank equally in
right of payment to all of its other senior unsecured debt. See "Description of
the Debentures -- Ranking".

DESCRIPTION OF THE PURCHASE CONTRACTS

Each purchase contract underlying a unit, unless earlier terminated, or
earlier settled at your option or upon specified mergers and other transactions
described below, will obligate you to purchase, and us to sell, for $50, on the
stock purchase date of , 2003, a number of newly issued shares of
our common stock equal to the settlement rate.

The settlement rate, which is the number of newly issued shares of our
common stock issuable upon settlement of a purchase contract on the stock
purchase date, will, subject to adjustment under certain circumstances as
described under "-- Anti-dilution Adjustments", below, be as follows:

- If the applicable market value of our common stock (which is the average
of the closing prices per share of our common stock on each of the twenty
consecutive trading days ending on the third trading day immediately
preceding the stock purchase date) is equal to or greater than the
threshold appreciation price of $ , which is % above $ , the initial
public offering price of our common stock, the settlement rate, which is
equal to $50 divided by $ , will be shares of our common stock per
purchase contract. Accordingly, if, between the date of this prospectus
and the period during which the applicable market value is measured, the
market price for our common stock increases to an amount that is
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higher than $ , the aggregate market value of the shares of common stock
issued upon settlement of each purchase contract, assuming that this
market value is the same as the applicable market value of our common
stock, will be higher than $50, and if the market price equals $ , the
aggregate market value of those shares, assuming that this market value
is the same as the applicable market value of our common stock, will
equal $50;

- If the applicable market value of our common stock is less than $ but
greater than $ , the settlement rate will be equal to $50 divided by the
applicable market value of our common stock per purchase contract.
Accordingly, if the market price for our common stock increases between
the date of this prospectus and the period during which the applicable
market value is measured but that market price is less than $ , the
aggregate market value of the shares of common stock issued upon
settlement of each purchase contract, assuming that this market value is
the same as the applicable market value of our common stock, will equal
$50; and

- If the applicable market value of our common stock is less than or equal
to $ , the settlement rate, which is equal to $50 divided by $ , the
initial public offering price of our common stock, will be shares of
our common stock per purchase contract. Accordingly, if the market price
for our common stock decreases between the date of this prospectus and
the period during which the applicable market value is measured, the
aggregate market value of the shares of common stock issued upon
settlement of each purchase contract, assuming that the market value is
the same as the applicable market value of our common stock, will be less
than $50, and if the market price stays the same, the aggregate market
value of those shares, assuming that this market value is the same as the
applicable market value of our common stock, will equal $50.

For purposes of determining the applicable market value for common stock,
the closing price of our common stock on any date of determination means the
closing sale price or, if no closing price is reported, the last reported sale
price of our common stock on the New York Stock Exchange on that date. If our
common stock is not listed for trading on the New York Stock Exchange on any
date, the closing price of our common stock on any date of determination means
the closing sales price as reported in the composite transactions for the
principal U.S. securities exchange on which our common stock is so listed, or if
the common stock is not so listed on a U.S. national or regional securities
exchange, as reported by the Nasdaq stock market, or, if our common stock is not
so reported, the last quoted bid price for our common stock in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization or, if that bid price is not available, the market value of our
common stock on that date as determined by a nationally recognized independent
investment banking firm retained by us for this purpose.

A trading day is a day on which our common stock (a) is not suspended from
trading on any national or regional securities exchange or association or
over-the-counter market at the close of business and (b) has traded at least
once on the national or regional securities exchange or association or
over-the-counter market that is the primary market for the trading of our common
stock.

SETTLEMENT

Settlement of the purchase contracts will occur on the stock purchase date,
unless:

- you have settled the related purchase contract prior to the stock
purchase date through the early delivery of cash to the purchase
contract agent, in the manner described in "-- Early Settlement";

- if we are involved in a merger prior to the stock purchase date in
which at least 30% of the consideration for our common stock consists
of cash or cash equivalents, and

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you have settled the related purchase contract through an early
settlement as described in "Description of the Units -- Description of
the Purchase Contracts -- Settlement -- Early Settlement upon Merger";
or

- an event described under "-- Termination of Purchase Contracts" below
has occurred.

The settlement of the purchase contracts on the stock purchase date will
occur as follows:

- for the stripped units or normal units which include pledged treasury
securities, the cash payments on the treasury securities will
automatically be applied to satisfy in full your obligation to
purchase common stock under the purchase contracts; and

- for the normal units in which the related capital securities remain a
part of the normal units because of a failed remarketing, we will
exercise our rights as a secured party to dispose of the capital
securities in accordance with applicable law.

In either event, our common stock will then be issued and delivered to you
or your designee, upon presentation and surrender of the certificate evidencing
the units, if the units are held in certificated form, and payment by you of any
transfer or similar taxes payable in connection with the issuance of our common
stock to any person other than you.

Prior to the date on which shares of common stock are issued in settlement
of purchase contracts, the common stock underlying the related purchase
contracts will not be deemed to be outstanding for any purpose and you will have
no rights with respect to the common stock, including voting rights, rights to
respond to tender offers and rights to receive any dividends or other
distributions on the common stock, by virtue of holding the purchase contracts.

No fractional shares of common stock will be issued by us pursuant to the
purchase contracts. In place of fractional shares otherwise issuable you will be
entitled to receive an amount of cash equal to the fractional share, calculated
on an aggregate basis in respect of the purchase contracts you are settling,
times the applicable market value.

REMARKETING. The capital securities held by each normal unitholder will be
sold in a remarketing on , 2003, unless the holder elects not to
participate in the remarketing. The proceeds of such remarketing will be used to
purchase U.S. treasury securities, which will be pledged to secure such
participating normal unitholder's obligations under the related purchase
contract. Cash payments received on the pledged treasury securities underlying
the normal unit of such holder will be used to satisfy such participating
holder's obligation to purchase our common stock on , 2003.

Unless a holder of normal units delivers treasury securities in a kind and
amount designated by the remarketing agent, as described below, the capital
securities that are included in the normal units will be remarketed on the
remarketing date, unless the remarketing agent delays the remarketing to a later
date as described below. The remarketing date will be the third business day
preceding , 2003, the last quarterly payment date before the stock
purchase date.

We will enter into a remarketing agreement with a nationally recognized
investment banking firm, pursuant to which that firm will agree, as remarketing
agent, to use its commercially reasonable best efforts to sell the capital
securities which are included in normal units and which are participating in the
remarketing on , 2003 at a price equal to 100.5% of the
remarketing value.

The "remarketing value" will be equal to the sum of:

is participating in the remarketing, assuming for this purpose, even if not
true, that (i) no distribution payment will then have been deferred and
(ii) the distribution rate on the capital securities remains at the initial
rate;

(b) the value at the remarketing date of such amount of U.S. treasury
securities that will pay, on or prior to the stock purchase date, an amount
of cash equal to $50 for each capital security which is included in a
normal unit and which is participating in the remarketing; and

(c) if distribution payments are being deferred at the remarketing
date, an amount of cash equal to the aggregate unpaid deferred payments on
each capital security which is included in a normal unit and which is
participating in the remarketing, accrued to , 2003.

For purposes of (a) and (b), above, the value on the remarketing date of
the treasury securities will assume that (1) the treasury securities are highly
liquid treasury securities maturing on or within 35 days prior to the stock
purchase date (as determined in good faith by the remarketing agent in a manner
intended to minimize the cash value of the treasury securities) and (2) those
treasury securities are valued based on the ask-side price of the treasury
securities at a time between 9:00 a.m. and 11:00 a.m. New York City time,
selected by the remarketing agent, on the remarketing date (as determined on a
third-day settlement basis by a reasonable and customary means selected in good
faith by the remarketing agent) plus accrued interest to that date.

The remarketing agent will use the proceeds from the sale of these capital
securities in a successful remarketing described in this section to purchase in
the discretion of the remarketing agent, in open market transactions or at
treasury auction, the amount and the types of treasury securities described in
(a) and (b), above, which it will deliver to the purchase contract agent and the
collateral agent to secure the obligations under the related purchase contracts
of the normal unitholders whose capital securities participated in the
remarketing. The remarketing agent will deduct as a remarketing fee an amount
not exceeding 25 basis points (.25%) of the total proceeds from such
remarketing. The remarketing agent will remit the remaining portion of the
proceeds, if any, for the benefit of the holders of the normal units
participating in the remarketing.

Alternatively, a holder of normal units may elect not to participate in the
remarketing and retain the capital securities underlying those units by
delivering the treasury securities described in (a) and (b) above, in the amount
and types specified by the remarketing agent applicable to the holder's capital
securities, to the purchase contract agent on the fourth business day prior to
, 2003.

The purchase contract agent will give holders notice of remarketing,
including the specific treasury securities (including the CUSIP numbers and/or
the principal terms thereof) that must be delivered by holders that elect not to
participate in the remarketing, on the seventh business day prior to
, 2003. A holder electing not to participate in the remarketing
must notify the purchase contract agent of such election and deliver such
specified treasury securities to the purchase contract agent not later than
10:00 a.m. on the fourth business day prior to , 2003. A holder
that does not so deliver the treasury securities will be deemed to have elected
to participate in the remarketing. On the stock purchase date the purchase
contract agent will apply the cash payments received on the pledged treasury
securities to pay the purchase price under the purchase contracts.

If the reset agent cannot establish a reset rate on the remarketing date
that will be sufficient to cause the then current aggregate market value of the
capital securities to be equal to 100.5% of the remarketing value (assuming,
even if not true, that all of the capital securities are held as components of
normal units and will be remarketed), and the remarketing agent cannot remarket

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the capital securities offered for remarketing on the remarketing date at a
price equal to 100.5% of the remarketing value (determined on the basis of the
capital securities being remarketed, the reset agent may thereafter attempt to
establish a new reset rate, and the remarketing agent may attempt to remarket
the capital securities, on one or more occasions after that date until the stock
purchase date. Any such remarketing will be at a price equal to 100.5% of the
remarketing value, determined on the basis of the capital securities being
remarketed) on the subsequent remarketing date. The purchase contract agent will
give holders notice of remarketing, including the specific treasury securities
(including the CUSIP numbers and/or the principal terms thereof) that must be
delivered by holders that elect not to participate in any such remarketing, on
the seventh business day prior to the subsequent remarketing date. A holder of
normal units may elect not to participate in any such remarketing and retain the
capital securities underlying those units by delivering the treasury securities
described above to the purchase contract agent not later than 10:00 a.m. on the
business day immediately preceding the subsequent remarketing date. If the
remarketing agent fails to remarket the capital securities underlying normal
units at that price prior to the stock purchase date, we will be entitled to
exercise our rights as a secured party on the stock purchase date and, subject
to applicable law, retain the securities pledged as collateral or sell them in
one or more private sales.

OPTIONAL REMARKETING. Under the remarketing agreement and subject to the
terms of the remarketing underwriting agreement, on or prior to the fifth
business day immediately preceding , 2003, holders of capital
securities that are not included in normal units may elect to have their capital
securities included in the remarketing by delivering their capital securities
along with a notice of such election to the collateral agent prior to the
remarketing date, but no earlier than the payment date immediately preceding
, 2003. The collateral agent will hold these capital securities in
an account separate from the collateral account in which the securities pledged
to secure the holders' obligations under the purchase contracts will be held.
Holders of capital securities electing to have their capital securities
remarketed will also have the right to withdraw that election on or prior to the
fifth business day immediately preceding , 2003.

On the fourth business day immediately prior to , 2003, the
collateral agent will deliver these separate capital securities to the
remarketing agent for remarketing. The remarketing agent will use its
commercially reasonable best efforts to remarket the separately held capital
securities included in the remarketing on the remarketing date at a price equal
to 100.5% of the remarketing value, determined on the basis of the separately
held capital securities being remarketed. After deducting as the remarketing fee
an amount not exceeding 25 basis points (.25%) of the total proceeds from such
remarketing, the remarketing agent will remit to the collateral agent the
remaining portion of the proceeds for payment to such participating holders.

If, as described above, the remarketing agent cannot remarket the capital
securities on the remarketing date, the remarketing agent will promptly return
the capital securities to the collateral agent to release to the holders.
Holders of capital securities that are not components of normal units may elect
to have their capital securities remarketed on any subsequent remarketing date
pursuant to the procedures described above.

EARLY SETTLEMENT. At any time not later than 10:00 a.m. on the seventh
business day prior to , 2003, a holder of units may settle the
related purchase contracts by delivering to the purchase contract agent
immediately available funds in an amount equal to $50 multiplied by the number
of purchase contracts being settled.

No later than the third business day after an early settlement, we will
issue, and the holder will be entitled to receive, shares of MetLife, Inc.
common stock for each unit (regardless of the market price of our common stock
on the date of early settlement), subject to adjustment

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under the circumstances described under "-- Anti-Dilution Adjustments" below.
The holder will also receive the capital securities or other securities
underlying those units.

EARLY SETTLEMENT UPON MERGER. Prior to the stock purchase date, if we are
involved in a merger in which at least 30% of the consideration for our common
stock consists of cash or cash equivalents ("cash merger"), on or after the date
of the cash merger each holder of the units has the right to accelerate and
settle the related purchase contract. We refer to this right as the "early
settlement right". We will provide each of the holders with a notice of the
completion of a cash merger within five business days thereof. The notice will
specify a date, which shall be not less than 20 nor more than 30 days after the
date of the notice, on which the optional early settlement will occur and a date
by which each holder's early settlement right must be exercised. The notice will
set forth, among other things, the applicable settlement rate and the amount of
the cash, securities and other consideration receivable by the holder upon
settlement. To exercise the early settlement right, you must deliver to the
purchase contract agent, on or one business day before the early stock purchase
date, the certificate evidencing your units, if the units are held in
certificated form, and payment of the applicable purchase price in the form of a
certified or cashier's check. If you exercise the early settlement right, we
will deliver to you on the merger early settlement date the kind and amount of
securities, cash or other property that you would have been entitled to receive
if you had settled the purchase contract, at the settlement rate in effect at
such time, immediately before the cash merger. You will also receive the capital
securities or other securities underlying those units. If you do not elect to
exercise your early settlement right, your units will remain outstanding and
subject to normal settlement on the stock purchase date.

ANTI-DILUTION ADJUSTMENTS

The formula for determining the settlement rate and the number of shares of
our common stock to be delivered upon an early settlement may be adjusted if
certain events occur, including:

(1) the payment of a stock dividend or other distributions on our common
stock;

(2) the issuance to all holders of our common stock of rights or warrants,
other than any dividend reinvestment or share purchase or similar plans,
entitling them to subscribe for or purchase common stock at less than the
current market price (as defined below);

(3) subdivisions, splits and combinations of our common stock (including an
effective subdivision of our common stock through reclassification of our common
stock);

(4) distributions to all holders of our common stock of evidences of
indebtedness of MetLife, Inc., securities, cash or other assets (excluding any
dividend or distribution covered by clause (1) or (2) above and any dividend or
distribution paid exclusively in cash);

(5) distributions consisting exclusively of cash to all holders of our
common stock in an aggregate amount that, when combined with (a) other all-cash
distributions made within the preceding 12 months and (b) the cash and the fair
market value, as of the date of expiration of the tender or exchange offer
referred to below, of the consideration paid in respect of any tender or
exchange offer by us or a subsidiary of ours for our common stock concluded
within the preceding 12 months, exceeds 15% of our aggregate market
capitalization (such aggregate market capitalization being the product of the
current market price of our common stock multiplied by the number of shares of
common stock then outstanding) on the date fixed for the determination of
stockholders entitled to receive such distribution; and

(6) the successful completion of a tender or exchange offer made by us or
any subsidiary of ours for our common stock which 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 by
us or a subsidiary of ours for our common stock concluded within the preceding
12 months and (b) the aggregate amount of any all-cash distributions to all
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holders of our common stock made within the preceding 12 months, exceeds 15% of
our aggregate market capitalization on the date of expiration of such tender or
exchange offer.

The "current market price" per share of our common stock on any day means
the average of the daily closing prices for the five consecutive trading days
selected by us commencing not more than 20 trading days before, and ending not
later than, the earlier of the day in question and the day before the "ex date"
with respect to the issuance or distribution requiring such computation. For
purposes of this paragraph, the term "ex date", when used with respect to any
issuance or distribution, means the first date on which our common stock trades
without the right to receive the issuance or distribution.

In the case of reclassifications, consolidations, mergers, sales or
transfers of assets or other transactions that cause our common stock to be
converted into the right to receive other securities, cash or property, each
purchase contract then outstanding would, without the consent of the holders of
units, become a contract to purchase, on the stock purchase date, only the kind
and amount of securities, cash or other property that the holder would be
entitled to receive if the holder had settled its purchase contract immediately
before the transaction. Holders have the right to settle their obligations under
the purchase contracts early in the event of certain cash mergers as described
under "Settlement -- Early Settlement Upon Merger".

If at any time we make a distribution of property to our common
stockholders which would be taxable to the stockholders as a dividend for U.S.
federal income tax purposes (that is, distributions, evidences of indebtedness
or assets, but generally not stock dividends or rights to subscribe to capital
stock), and, pursuant to the settlement rate adjustment provisions of the
purchase contract agreement, the settlement rate is increased, that increase may
be deemed to be the receipt of taxable income to holders of units. See "U.S.
Federal Income Tax Consequences -- Adjustment to Settlement Rate".

In addition, we may increase the settlement rate if our board of directors
deems it advisable to avoid or diminish any income tax to holders of our common
stock resulting from any dividend or distribution of shares (or rights to
acquire shares) or from any event treated as a dividend or distribution for
income tax purposes or for any other reasons.

Adjustments to the settlement rate will be calculated to the nearest
1/10,000th of a share. No adjustment in the settlement rate will be required
unless the adjustment would require an increase or decrease of at least one
percent in the settlement rate. If any adjustment is not required to be made
because it would not change the settlement rate by at least one percent, then
the adjustment will be carried forward and taken into account in any subsequent
adjustment.

We will be required, as soon as practicable following the occurrence of an
event that requires or permits an adjustment in the settlement rate, to provide
written notice to the holders of units of the occurrence of that event. We will
also be required to deliver a statement in reasonable detail setting forth the
method by which the adjustment to the settlement rate was determined and setting
forth the revised settlement rate.

CONTRACT ADJUSTMENT PAYMENTS

Depending on market conditions at the time of the offering, the purchase
contracts included as a part of normal units or stripped units may provide, and
if so the final prospectus will state, that we will pay you contract adjustment
payments at a fixed rate per year. Any contract adjustment payments that are not
paid when due will continue to accrue at the then-current rate of the
debentures, compounded quarterly, until paid. Contract adjustment payments
payable for any period will be computed on the basis of a 360-day year of twelve
30-day months. Any contract adjustment payments will accrue from
, 2000 and, subject to the deferral provisions described below,
will be payable quarterly in arrears on ,

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, and , of each year, commencing
, 2000 and ending on , 2003, the stock purchase date.

So long as no default in our obligations under the purchase contract
agreement or the pledge agreement has occurred and is continuing, we will have
the right to defer the payment of any contract adjustment payments at any time
or from time to time for a period not extending beyond the stock purchase date.
During any such deferral period, we may not take any of the actions that we
would be prohibited from taking during a deferral period as described under
"Description of the Debentures -- Restrictions on Certain Payments". Any
deferred contract adjustment payments will bear additional contract adjustment
payments at the then-current rate on the debentures, compounding on each
succeeding quarterly payment date, until paid.

Any contract adjustment payments will be payable to holders as they appear
on the books and records of the purchase contract agent one business day prior
to the relevant payment dates for as long as the normal units or stripped units
remain in book-entry only form, or, if the normal units or stripped units do not
remain in book-entry only form, on a date selected by us. Those distributions
will be paid through the purchase contract agent who will hold amounts received
for your benefit.

If any date on which contract adjustment payments are to be made is not a
business day, then the contract adjustment payments payable on that date will be
made on the next succeeding business day, and no interest or payment will be
paid in respect of the delay. However, if that business day is in the next
succeeding calendar year, the payment shall be made on the immediately preceding
business day.

Upon early settlement of your purchase contracts as described under
"-- Settlement -- Early Settlement" and "-- Early Settlement Upon Merger", your
right to receive any future contract adjustment payments on the purchase
contract will terminate, and no adjustment will be made to or for you on account
of any amounts accrued in respect of the contract adjustment payments.

Our obligations with respect to any contract adjustment payments will be
subordinate and junior in right of payment to our obligations under any senior
debt and will rank equally in right of payment to our debentures.

Although it is not clear, any contract adjustment payments may constitute
taxable income to each U.S. holder when received or accrued, in accordance with
such U.S. holder's method of tax accounting. The treatment of contract
adjustment payments could affect a U.S. holder's tax basis in a purchase
contract or common stock received under a purchase contract or the amount
realized by the U.S. holder upon the sale or disposition of a unit or the
termination of the purchase contract. U.S. holders should consult their own tax
advisors with respect to the United States federal income tax treatment of
contract adjustment payments.

PLEDGED SECURITIES AND PLEDGE AGREEMENT

The capital securities or treasury securities underlying the units will be
pledged to the collateral agent for our benefit. According to the pledge
agreement, the pledged securities will secure the obligations of holders of
units to purchase our common stock under the purchase contract. A holder of a
unit cannot separate or separately transfer the purchase contract from the
pledged securities underlying the unit. Your rights to the pledged securities
will be subject to our security interest created by the pledge agreement. You
will not be permitted to withdraw the pledged securities related to the units
from the pledge arrangement except:

- to substitute specified treasury securities for the related pledged
capital securities or other treasury securities upon creation of a
stripped unit;

- to substitute capital securities or specified treasury securities for
the related pledged treasury securities upon the recreation of a
normal unit;

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- upon delivering specified treasury securities when electing not to
participate in a remarketing; or

- upon the termination or early settlement of the purchase contracts.

Subject to our security interest and the terms of the purchase contract
agreement and the pledge agreement:

- each holder of units that include capital securities will retain
beneficial ownership of the capital securities and will be entitled
through the purchase contract agent and the collateral agent to all of
the proportional rights and preferences of the capital securities,
including distribution, voting, redemption, repayment and liquidation
rights; and

- each holder of units that include treasury securities will retain
beneficial ownership of the treasury securities.

We will have no interest in the pledged securities other than our security
interest.

QUARTERLY PAYMENTS ON PLEDGED SECURITIES

Except as described in "Description of the Purchase Contracts", the
collateral agent, upon receipt of quarterly interest or distribution payments on
the pledged securities underlying the normal units, will distribute those
payments to the purchase contract agent, which will, in turn, distribute that
amount to the holders of normal units on the record date for the payment. As
long as the units remain in book-entry only form, the record date for any
payment will be one business day before the payment date.

Holders of stripped units will not receive quarterly payments on the units.

TERMINATION OF PURCHASE CONTRACTS

The purchase contracts, our related rights and obligations and those of the
holders of the units, including their obligations to purchase our common stock,
will automatically terminate upon the occurrence of particular events of our
bankruptcy, insolvency or reorganization.

Upon such a termination of the purchase contracts, the collateral agent
will release the securities held by it to the purchase contract agent for
distribution to the holders. If a holder would otherwise have been entitled to
receive less than $1,000 principal amount at maturity of any treasury security
upon termination of the purchase contract, the purchase contract agent will
dispose of the security for cash and pay the cash to the holder. Upon
termination, however, the release and distribution may be subject to a delay. If
we become the subject of a case under the federal bankruptcy code, a delay may
occur as a result of the automatic stay under the bankruptcy code and continue
until the automatic stay has been lifted.

THE PURCHASE CONTRACT AGREEMENT

Distributions on the units will be payable, purchase contracts will be
settled and transfers of the units will be registrable at the office of the
purchase contract agent in the Borough of Manhattan, The City of New York. In
addition, if the units do not remain in book-entry form, payment of
distributions on the units may be made, at our option, by check mailed to the
address of the persons shown on the unit register.

If any quarterly payment date or the stock purchase date is not a business
day, then any payment required to be made on that date must be made on the next
business day (and so long as the payment is made on the next business day,
without any interest or other payment on account of any such delay), except that
if the next business day is in the next calendar year, the payment or settlement
will be made on the prior business day with the same force and effect as

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if made on the payment date. A "business day" means any day other than Saturday,
Sunday or any other day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to be closed.

If you fail to surrender the certificate evidencing your units, if your
units are held in certificated form, to the purchase contract agent on the stock
purchase date, the shares of common stock issuable in settlement of the related
purchase contracts will be registered in the name of the purchase contract
agent. These shares, together with any distributions on them, will be held by
the purchase contract agent as agent for your benefit, until the certificate is
presented and surrendered or you provide satisfactory evidence that the
certificate has been destroyed, lost or stolen, together with any indemnity that
may be required by the purchase contract agent and us.

If the purchase contracts have terminated prior to the stock purchase date,
the related pledged securities have been transferred to the purchase contract
agent for distribution to the holders and you fail to surrender the certificate
evidencing your units, if your units are held in certificated form, to the
purchase contract agent, the pledged securities that would otherwise be
delivered to you and any related payments will be held by the purchase contract
agent as agent for your benefit, until you present and surrender the certificate
or provide the evidence and indemnity described above.

The purchase contract agent will not be required to invest or to pay
interest on any amounts held by it before distribution.

No service charge will be made for any registration of transfer or exchange
of the units, except for any applicable tax or other governmental charge.

MODIFICATION

The purchase contract agreement, the pledge agreement and the purchase
contracts may be amended with the consent of the holders of a majority of the
units at the time outstanding. However, no modification may, without the consent
of the holder of each outstanding unit affected by the modification:

- change any payment date;

- change the amount or type of pledged securities required to be pledged to
secure obligations under the units, impair the right of the holder of any
units to receive distributions on the pledged securities underlying the
units or otherwise adversely affect the holder's rights in or to pledged
securities;

- change the place or currency of payment for any amounts payable in
respect of the units, increase any amounts payable by holders in respect
of the units or decrease any other amounts receivable by holders in
respect of the units;

- impair the right to institute suit for the enforcement of any purchase
contract;

- reduce the number of shares of common stock purchasable under any
purchase contract, increase the price to purchase shares of common stock
on settlement of any purchase contract, change the stock purchase date or
otherwise adversely affect the holder's rights under any purchase
contract; or

- reduce the above stated percentage of outstanding units the consent of
whose holders is required for the modification or amendment of the
provisions of the purchase contract agreement, the pledge agreement or
the purchase contracts.

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CONSOLIDATION, MERGER, SALE OR CONVEYANCE

MetLife, Inc. will agree in the purchase contract agreement that it will
not (a) merge with or into or consolidate with any other entity or (b) sell,
assign, transfer, lease or convey all or substantially all of its properties and
assets to any person, firm or corporation other than, with respect to clause
(b), a direct or indirect wholly-owned subsidiary of MetLife, Inc., unless:

- MetLife, Inc. is the continuing corporation or the successor
corporation is a corporation organized under the laws of the United
States of America or any state or the District of Columbia;

- the successor entity expressly assumes its obligations under the
purchase contract agreement, the pledge agreement, the purchase
contracts the remarketing agreement and the guarantee; and

- MetLife, Inc. or such corporation is not, immediately after such
merger, consolidation, sale, assignment, transfer, lease or
conveyance, in default in the performance of any of its obligations
under the purchase contract agreement, the pledge agreement, the
purchase contracts or the remarketing agreement.

TITLE

We, the purchase contract agent and the collateral agent may treat the
registered holder of any units as the absolute owner of those units for the
purpose of making payment and settling the related purchase contracts and for
all other purposes.

GOVERNING LAW

The purchase contract agreement, the pledge agreement and the purchase
contracts will be governed by, and construed in accordance with, the laws of the
State of New York, without regard to its principles of conflicts of laws.

BOOK-ENTRY SYSTEM

The Depository Trust Company will act as securities depositary for the
units. The units will be issued only as fully-registered securities registered
in the name of Cede & Co. (the depositary's nominee). One or more
fully-registered global security certificates, representing the total aggregate
number of units, will be issued and deposited with the depositary and will bear
a legend regarding the restrictions on exchanges and registration of transfer
referred to below.

The laws of some jurisdictions require that some purchasers of securities
take physical delivery of securities of definitive form. Those laws may impair
the ability to transfer beneficial interests in the units so long as the units
are represented by global security certificates.

The depositary is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934.

The depositary holds securities that its participants deposit with the
depositary. The depositary also facilitates the settlement among participants of
securities transactions, including transfers and pledges, in deposited
securities through electronic computerized book-entry changes in participants'
accounts, thus eliminating the need for physical movement of securities
certificates. Direct participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. The
depositary is owned by a number of its direct participants and by the New York
Stock Exchange, the American Stock Exchange, Inc., and the National Association
of Securities Dealers, Inc., collectively referred to as participants.
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Access to the depositary system is also available to others, including
securities brokers and dealers, bank and trust companies that clear transactions
through or maintain a direct or indirect custodial relationship with a direct
participant either directly or indirectly, collectively referred to as indirect
participants. The rules applicable to the depositary and its participants are on
file with the Securities and Exchange Commission.

No units represented by global security certificates may be exchanged in
whole or in part for units registered, and no transfer of global security
certificates in whole or in part for units registered, and no transfer of global
security certificates in whole or in part may be registered, in the name of any
person other than the depositary or any nominee of the depositary, unless,
however, the depositary has notified us that it is unwilling or unable to
continue as depositary for the global security certificates, has ceased to be
qualified to act as required by the purchase contract agreement or there is a
continuing default by as in respect of our obligations under one or more
purchase contracts, the indenture, the purchase contract agreement, the
debentures, the units, the capital securities, the pledge agreement, the
guarantee or any other principal agreements or instruments executed in
connection with this offering. All units represented by one or more global
security certificates or any portion of them will be registered in those names
as the depositary may direct.

As long as the depositary or its nominee is the registered owner of the
global security certificates, the depositary or that nominee will be considered
the sole owner and holder of the global security certificates and all units
represented by those certificates for all purposes under the units and the
purchase contract agreement. Except in the limited circumstances referred to
above, owners of beneficial interests in global security certificates will not
be entitled to have the global security certificates or the units represented by
those certificates registered in their names, will not receive or be entitled to
receive physical delivery of units certificates in exchange and will not be
considered to be owners or holders of the global security certificates or any
units represented by those certificates for any purpose under the units or the
purchase contract agreement. All payments on the units represented by the global
security certificates and all related transfers and deliveries of capital
securities, treasury securities and common stock will be made to the depositary
or its nominee as their holder.

Ownership of beneficial interests in the global security certificates will
be limited to participants or persons that may hold beneficial interests through
institutions that have accounts with the depositary or its nominee. Ownership of
beneficial interests in global security certificates will be shown only on, and
the transfer of those ownership interests will be effected only through, records
maintained by the depositary or its nominee with respect to participants'
interests or by the participant with respect to interests of persons held by the
participants on their behalf.

Procedures for settlement of purchase contracts on the stock purchase date
or upon early settlement will be governed by arrangements among the depositary,
participants and persons that may hold beneficial interests through participants
designed to permit the settlement without the physical movement of certificates.
Payments, transfers, deliveries, exchanges and other matters relating to
beneficial interests in global security certificates may be subject to various
policies and procedures adopted by the depositary from time to time.

Neither we or any of our agents, nor the purchase contract agent or any of
its agents will have any responsibility or liability for any aspect of the
depositary's or any participant's records relating to, or for payments made on
account of, beneficial interests in global security certificates, or for
maintaining, supervising or reviewing any of the depositary's records or any
participant's records relating to those beneficial ownership interests.

The information in this section concerning the depositary and its
book-entry system has been obtained from sources that we and MetLife Capital
Trust I believe to be reliable, but neither we nor the trust take responsibility
for its accuracy.

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REPLACEMENT OF UNITS CERTIFICATES

If physical certificates are issued, we will replace any mutilated
certificate at your expense upon surrender of that certificate to the unit
agent. We will replace certificates that become destroyed, lost or stolen at
your expense upon delivery to us and the purchase contract agent of satisfactory
evidence that the certificate has been destroyed, lost or stolen, together with
any indemnity that may be required by the purchase contract agent and us.

We, however, are not required to issue any certificates representing units
on or after the stock purchase date or after the purchase contracts have
terminated. In place of the delivery of a replacement certificate following the
stock purchase date, the purchase contract agent, upon delivery of the evidence
and indemnity described above, will deliver the common shares issuable pursuant
to the purchase contracts included in the units evidenced by the certificate,
or, if the purchase contracts have terminated prior to the stock purchase date,
transfer the pledged securities related to the units evidenced by the
certificate.

INFORMATION CONCERNING THE PURCHASE CONTRACT AGENT

Bank One Trust Company, N.A. will initially act as purchase contract agent.
The purchase contract agent will act as the agent and attorney-in-fact for the
holders of units from time to time. The purchase contract agreement will not
obligate the purchase contract agent to exercise any discretionary authority in
connection with a default under the terms of the purchase contract agreement,
the pledge agreement and the purchase contracts, or the pledged securities.

The purchase contract agreement will contain provisions limiting the
liability of the purchase contract agent. The purchase contract agreement will
contain provisions under which the purchase contract agent may resign or be
replaced. Resignation or replacement of the purchase contract agent will be
effective upon appointment of a successor.

The purchase contract agent is one of a number of banks with which we and
our subsidiaries maintain ordinary banking and trust relationships.

INFORMATION CONCERNING THE COLLATERAL AGENT

The Bank of New York will initially act as collateral agent. The collateral
agent will act solely as our agent and will not assume any obligation or
relationship of agency or trust for or with any of the holders of the units
except for the obligations owed by a pledgee of property to the owner thereof
under the pledge agreement and applicable law.

The pledge agreement will contain provisions limiting the liability of the
collateral agent. The pledge agreement will contain provisions under which the
collateral agent may resign or be replaced. Resignation or replacement of the
collateral agent would be effective upon the appointment of a successor.

The collateral agent is one of a number of banks with which we and our
subsidiaries maintain ordinary banking and trust relationships.

MISCELLANEOUS

The purchase contract agreement will provide that we will pay all fees and
expenses related to:

- the offering of the units;

- the retention of the collateral agent;

- the enforcement by the purchase contract agent of the rights of the
holders of the units; and

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- with certain exceptions, stock transfer and similar taxes attributable to
the initial issuance and delivery of the common stock upon settlement of
the purchase contracts.

Should you elect to create stripped units or recreate normal units, you
will be responsible for any fees or expenses payable in connection with the
substitution of the applicable pledged securities, as well as any commissions,
fees or other expenses incurred in acquiring the pledged securities to be
substituted, and we will not be responsible for any of those fees or expenses.

DESCRIPTION OF THE CAPITAL SECURITIES

The capital securities will be issued according to the terms of the
declaration of trust of MetLife Capital Trust I. The declaration will be
qualified as an indenture under the Trust Indenture Act. The property trustee,
The Bank of New York, will act as indenture trustee for the capital securities
under the declaration for purposes of compliance with the provisions of the
Trust Indenture Act. The terms of the capital securities will include those
stated in the declaration, including any amendments thereto, those made part of
the declaration by the Trust Indenture Act and the Delaware Business Trust Act
and those which are stated in the capital securities.

OVERVIEW

The declaration authorizes the administrative trustees to issue, on behalf
of the trust, the trust securities, which represent undivided beneficial
ownership interests in the assets of the trust. We will own directly or
indirectly all of the common securities. The common securities rank on a parity,
and payments upon redemption, liquidation or otherwise will be made on a
proportionate basis, with the capital securities. However, upon the occurrence
and during the continuance of an event of default under the debenture indenture,
the rights of the holders of the common securities to receive payment of
periodic distributions and payments upon liquidation, redemption and otherwise
will be subordinated to the rights of the holders of the capital securities. The
declaration does not permit the issuance by the trust of any securities other
than the common securities and the capital securities or the incurrence of any
indebtedness by the trust.

Under the declaration, the property trustee will own the debentures
purchased by the trust for the benefit of the holders of the trust securities.
The payment of distributions out of money held by the trust, and payments upon
redemption of the capital securities or liquidation of the trust, are guaranteed
by us to the extent described under "Description of the Guarantee". The
guarantee, when taken together with our obligations under the debentures and the
indenture and our obligations under the declaration, including our obligations
to pay costs, expenses, debts and liabilities of the trust, other than with
respect to the trust securities, has the effect of providing a full and
unconditional guarantee of amounts due on the capital securities. The Bank of
New York, the guarantee trustee, will hold the guarantee for the benefit of the
holders of the capital securities. The guarantee does not cover payment of
distributions when the trust does not have sufficient available funds to pay
those distributions. In that case, except in the limited circumstances in which
the holder may take direct action, the remedy of a holder of capital securities
is to vote to direct the property trustee to enforce the property trustee's
rights under the debentures.

A holder of stripped units that does not also hold capital securities
separately will not receive distributions on the capital securities.

DISTRIBUTIONS

Distributions on the capital securities will be fixed initially at a rate
per year of % of the stated liquidation amount of $50 per capital security.
Distributions on the capital securities will be reset to the reset rate on the
third business day immediately preceding , 2003. Distributions in
arrears for more than one quarter will bear interest at the rate of % per
year
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through and including , 2003 and at the reset rate afterwards,
compounded quarterly. The term distribution as used here includes any such
interest payable unless otherwise stated. The amount of distributions payable
for any period will be computed on the basis of a 360-day year of twelve 30-day
months.

Distributions on the capital securities will be cumulative and will accrue
from , 2000 and will be payable quarterly in arrears on
, , , and of each year, subject to the deferral
provisions described below, commencing , 2000, when, as and if funds
are available for payment. Distributions will be made by the property trustee,
except as otherwise described below.

So long as no event of default under the debentures has occurred and is
continuing, we have the right to defer the payment of interest on the debentures
at any time or from time to time for a period not exceeding five years. However,
no deferral period may extend beyond the final stated maturity of the
debentures, which is , 2005. See "Description of the
Debentures -- Option to Extend Interest Payment Date". As a consequence of any
deferral, the trust will defer quarterly distributions on the capital securities
during the deferral period. Deferred distributions to which you are entitled
will accrue additional distributions, compounded quarterly from the relevant
payment date for distributions during any deferral period, at the deferral rate,
to the extent permitted by applicable law.

The trust must pay distributions on the capital securities on the dates
payable to the extent that it has funds available in the property account for
the payment of those distributions. The trust's funds available for distribution
to you as a holder of the capital securities will be limited to payments
received from MetLife, Inc. on the debentures. MetLife, Inc. will guarantee the
payment of distributions on the capital securities out of moneys held by the
trust to the extent of available trust funds, as described under "Description of
the Guarantee".

Distributions on the capital securities will be payable to holders,
including the collateral agent, as they appear on the books and records of the
trust on the relevant record dates. As long as the capital securities remain in
book-entry only form, the record dates will be one business day prior to the
relevant payment dates. Distributions will be paid through the property trustee,
who will hold amounts received in respect of the debentures in the property
account for your benefit. Subject to any applicable laws and regulations and the
provisions of the declaration, each payment will be made as described under
"-- Book-Entry Only Issuance", below. With respect to capital securities not in
book-entry form, the administrative trustees will have the right to select
relevant record dates, which will be more than one business day but less than 60
business days prior to the relevant payment dates.

If any date on which distributions on the capital securities are to be made
is not a business day, payment of the distributions payable on that date will be
made on the next succeeding day that is a business day, without any interest or
other payment in respect of any delay, but if that business day is in the next
succeeding calendar year, the payment shall be made on the immediately preceding
business day, in each case with the same force and effect as if made on that
record date.

DISTRIBUTION RATE RESET

The applicable quarterly distribution rate on the capital securities and
the interest rate on the related debentures will be reset on the third business
day immediately preceding , 2003 to the reset rate.

The reset rate will be the interest rate on the debentures, and thus the
distribution rate on the capital securities, determined by the reset agent on
the third business day prior to ,2003, that will be sufficient to
cause the then current aggregate market value of all then outstanding capital
securities to be equal to 100.5% of the remarketing value described

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under "Description of the Purchase Contracts-- Settlement-- Remarketing",
assuming, for this purpose, even if not true, that all of the capital securities
are held as components of normal units and will be remarketed. If the reset
agent cannot establish a reset rate on the remarketing date that will be
sufficient to cause the then current aggregate market value of all capital
securities to be equal to 100.5% of the remarketing value described under
"Description of the Purchase Contracts-- Settlement-- Remarketing", and as a
result the capital securities cannot be sold, the distribution rate will not be
reset and will continue to be the initial rate of the capital securities.
However, the reset agent may thereafter attempt to establish a reset rate
meeting these requirements, and the remarketing agent may attempt to remarket
the capital securities, on one or more subsequent remarketing dates after the
initial remarketing date until , 2003. The reset rate will be
determined by a nationally recognized investment banking firm acting as reset
agent.

The reset rate will apply to all capital securities, including those held
separately from the units. However, the reset of the distribution rate on the
capital securities will not change the rate of distributions received by holders
of the normal units, which, as described above, will remain at the initial rate
of % of $50 for the quarterly payment payable on , 2003.

REDEMPTION UPON MATURITY OF DEBENTURES

Upon the redemption of the debentures at maturity, the proceeds from the
redemption will, after satisfaction of any liabilities to creditors of the
trust, be simultaneously applied to redeem trust securities having an aggregate
liquidation amount equal to the aggregate principal amount of the debentures so
redeemed. The redemption price will be equal to $50 per trust security plus an
amount equal to accrued and unpaid distributions at the date of the repayment,
payable in cash.

DISTRIBUTION OF THE DEBENTURES

We, as holder of all of the common securities of the trust, will have the
right at any time to dissolve the trust and, after satisfaction of liabilities
of creditors of the trust as provided by applicable law, to cause the debentures
to be distributed to the holders of the trust securities. As of the date of any
distribution of debentures upon dissolution of the trust:

- the trust securities will cease to be outstanding;

- the depositary or its nominee, as the record holder of the capital
securities, will receive a registered global certificate or certificates
representing the debentures to be delivered upon the distribution; and

- any certificates representing capital securities not held by the
depositary or its nominee will be deemed to represent debentures having
an aggregate principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the distribution rate of,
and accrued and unpaid interest equal to accumulated and unpaid
distributions on, those capital securities until the certificates are
presented to us or our agent for transfer or reissuance.

Debentures distributed to the collateral agent in liquidation of the
interest of the holders of the capital securities in the trust would be
substituted for the capital securities and pledged to secure the unitholders'
obligations to purchase our common stock under the purchase contracts. The
debentures distributed to the collateral agent would be subject to the
remarketing, settlement and other provisions of the purchase contracts described
above as if they were capital securities. In addition, if at such time you hold
capital securities separately from the units you will also receive the
debentures in exchange for your capital securities.

We cannot predict the market prices for either the capital securities or
the debentures that may be distributed in exchange for the capital securities if
a dissolution of the trust were to
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occur. Accordingly, the capital securities or the debentures that an investor
may receive if a dissolution of the trust were to occur may trade at a discount
to the price that the investor paid to purchase the capital securities
constituting a part of the normal units.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

In case of a voluntary or involuntary dissolution of the trust, the then
holders of the capital securities will be entitled to receive out of the assets
of the trust, after satisfaction of liabilities to creditors, debentures in an
aggregate principal amount equal to the aggregate stated liquidation amount of,
with an interest rate identical to the distribution rate of, and accrued and
unpaid interest equal to accumulated and unpaid distributions on, the capital
securities on a proportionate basis in exchange for those capital securities.

The holders of the common securities will be entitled to receive
liquidation distributions upon any such dissolution proportionately with the
holders of the capital securities. However, if a declaration event of default
has occurred and is continuing, the capital securities shall have a preference
over the common securities with regard to those distributions.

Under the declaration of trust, the trust shall dissolve upon the first to
occur of:

- , 2005, the expiration of the term of the trust;

- our bankruptcy or the bankruptcy of any other holder of the common
securities;

- our filing of a certificate of dissolution or its equivalent or the
revocation of our certificate of incorporation and the expiration of 90
days after the date of revocation without its reinstatement;

- the receipt by the property trustee of written direction from us to
dissolve the trust or the filing of a certificate of dissolution or its
equivalent with respect to the trust;

- the distribution of the debentures;

- the entry of a decree of a judicial dissolution of the holder of the
common securities, us or the trust; or

- the redemption of all of the trust securities of the trust.

DECLARATION EVENTS OF DEFAULT

An event of default under the indenture for the debentures constitutes an
event of default under the declaration with respect to the trust securities.
However, under the declaration, the holder of the common securities will be
deemed to have waived any declaration event of default with respect to the
common securities until all declaration events of default with respect to the
capital securities have been cured, waived or otherwise eliminated. Until any
declaration events of default with respect to the capital securities have been
so cured, waived or otherwise eliminated, the property trustee will be deemed to
be acting solely on behalf of the holders of the capital securities. Only the
holders of the capital securities will have the right to direct the property
trustee with respect to particular matters under the declaration and, therefore,
the indenture. If a declaration event of default with respect to the capital
securities is waived by holders of capital securities, the waiver will also
constitute the waiver of the declaration event of default with respect to the
common securities without any further act, vote or consent of the holders of the
common securities.

If the property trustee fails to enforce its rights under the debentures in
respect of an indenture event of default after a holder of record of capital
securities has made a written request, that holder of record of capital
securities may, to the fullest extent permitted by applicable law, institute a
legal proceeding against us to enforce the property trustee's rights under the
debentures without first proceeding against the property trustee or any other
person or
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entity. Notwithstanding the above, if a declaration event of default has
occurred and is continuing and that event is attributable to our failure to pay
interest or principal on the debentures on the date that interest or principal
is otherwise payable, then you, as a holder of capital securities, may directly
institute a proceeding after the respective due date specified in the debentures
for enforcement of payment (a direct action) to you directly of the principal of
or interest on the debentures having a principal amount equal to the aggregate
stated liquidation amount of your capital securities. In connection with the
direct action, we shall have the right under the indenture to set off any
payment made to you. The holders of capital securities will not be able to
exercise directly any other remedy available to the holders of the debentures.

Upon the occurrence of a declaration event of default, the property
trustee, as the sole holder of the debentures, will have the right under the
indenture to declare the principal of and interest on the debentures to be
immediately due and payable. We and the trust are each required to file annually
with the property trustee an officer's certificate as to our compliance with all
conditions and covenants under the declaration.

VOTING RIGHTS

Except as described here, under the Trust Indenture Act and under
"Description of the Guarantee -- Modification of the Guarantee; Assignment", and
as otherwise required by law and the declaration, the holders of the capital
securities will have no voting rights.

Subject to the requirement that the property trustee obtain a tax opinion
in specific circumstances provided below, the holders of a majority in aggregate
stated liquidation amount of the capital securities have the right to 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 conferred
upon the property trustee under the declaration, including the right to direct
the property trustee, as holder of the debentures, to:

(1) exercise the remedies available under the indenture with respect
to the debentures;

(2) waive any past indenture event of default that is waivable under
the indenture;

(3) exercise any right to rescind or annul a declaration that the
principal of all the debentures shall be due and payable; or

(4) consent to any amendment, modification or termination of the
indenture or the debentures where that consent shall be required. However,
where a consent or action under the indenture would require the consent or
act of holders of more than a majority in principal amount of the affected
debentures, only the holders of that higher majority in aggregate stated
liquidation amount of the capital securities may direct the property
trustee to give the consent or take the action.

The property trustee shall notify all holders of the capital securities of
any notice of default received from the debenture trustee with respect to the
debentures. The notice shall state that the indenture event of default also
constitutes a declaration event of default. Except with respect to directing the
time, method and place of conducting a proceeding for a remedy, the property
trustee shall not take any of the actions described in clause (1), (2) or (3)
above unless the property trustee has obtained an opinion of tax counsel
experienced in those matters that, as a result of the action, the trust will not
fail to be classified as a grantor trust for United States federal income tax
purposes.

If the consent of the property trustee, as the holder of the debentures, is
required under the indenture with respect to any amendment, modification or
termination of the indenture or the debentures, the property trustee shall
request the direction of the holders of the capital securities and the common
securities with respect to that amendment, modification or termination. The
indenture trustee shall vote with respect to that amendment, modification or
termination as

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directed by a majority in stated liquidation amount of the capital securities
and the common securities voting together as a single class. However, where a
consent under the indenture would require the consent of a super-majority, the
property trustee may only give that consent at the direction of the holders of
at least the proportion in stated liquidation amount of then outstanding capital
securities and the common securities which the relevant super-majority
represents of the aggregate principal amount of the debentures outstanding. The
property trustee shall not take any action in accordance with the directions of
the holders of the capital securities and the common securities unless the
property trustee has obtained an opinion of tax counsel experienced in those
matters that, as a result of the action, the trust will not fail to be
classified as a grantor trust for United States federal income tax purposes.

A waiver of an indenture event of default will constitute a waiver of the
corresponding declaration event of default.

Any required approval or direction of holders of capital securities may be
given at a separate meeting of holders of capital securities convened for that
purpose, at a meeting of all of the holders of trust securities or pursuant to
written consent. The administrative trustees will cause a notice of any meeting
at which holders of capital securities are entitled to vote, or of any matter
upon which action by written consent of those holders is to be taken, to be
mailed to each holder of record of capital securities. Each notice will include
a statement specifying the following information:

- the date of the meeting or the date by which the action is to be taken;

- a description of any resolution proposed for adoption at the meeting on
which the holders are entitled to vote or of the matter upon which
written consent is sought; and

- instructions for the delivery of proxies or consents.

No vote or consent of the holders of capital securities will be required
for the trust to cancel capital securities or distribute debentures in
accordance with the declaration.

Notwithstanding that holders of capital securities are entitled to vote or
consent under any of the circumstances described above, any capital securities
that are owned at that time by us or any entity directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
us, shall not be entitled to vote or consent and shall, for purposes of such
vote or consent, be treated as if those capital securities were not outstanding.

Holders of the capital securities will have no rights to appoint or remove
the trustees, who may be appointed, removed or replaced solely by us as the
indirect or direct holder of all of the common securities.

MODIFICATION OF THE DECLARATION

The declaration may be modified and amended if approved by the
administrative trustees and, in some circumstances, the property trustee or the
Delaware trustee or us. However, if any proposed amendment provides for, or the
administrative trustees otherwise propose to effect:

(1) any action that would materially adversely affect the powers,
preferences or special rights of the trust securities, whether by way of
amendment to the declaration or otherwise; or

(2) the dissolution of the trust other than according to the terms of
the declaration;

then the holders of the trust securities voting together as a single class will
be entitled to vote on that amendment or proposal, and that amendment or
proposal shall not be effective except with the approval of at least a majority
in such stated liquidation amount of the affected trust securities. If any
amendment or proposal referred to in clause (1) above would materially adversely
affect only the capital securities or the common securities, then only the
affected class
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will be entitled to vote on that amendment or proposal and that amendment or
proposal shall not be effective except with the approval of a majority in stated
liquidation amount of that class of securities. In addition, the declaration may
be amended without the consent of the holders of the trust securities to, among
other things, cause the trust to continue to be classified as a grantor trust
for United States federal income tax purposes.

Notwithstanding the above, no amendment or modification may be made to the
declaration if that amendment or modification would:

- cause the trust to be classified as other than a grantor trust for
United States federal income tax purposes;

- reduce or otherwise adversely affect the powers of the property
trustees; or

- cause the trust to be deemed an investment company which is required
to be registered under the Investment Company Act of 1940, as
amended.

MERGERS, CONSOLIDATIONS OR AMALGAMATIONS

The trust may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body, except as
described below or as described in "--Liquidation Distribution Upon
Dissolution".

The trust may, with the consent of the administrative trustees and without
the consent of the holders of the trust securities, consolidate, amalgamate,
merge with or into, or convey, transfer or lease its properties and assets
substantially as an entirety, to, or be replaced by a trust organized under the
laws of any state except that:

- if the trust is not the surviving entity, the successor entity either (1)
expressly assumes all of the obligations of the trust under the trust
securities or (2) substitutes for the trust securities other securities
having substantially the same terms as the trust securities. The
successor securities must rank the same as the trust securities with
respect to distributions and payments upon liquidation, redemption and
otherwise;

- we expressly acknowledge a trustee of the successor entity possessing the
same powers and duties as the property trustee as the holder of the
debentures;

- if the capital securities are listed or quoted, any successor securities
will be listed or quoted upon notification of issuance, on any national
securities exchange or national automated quotation system or with
another organization on which the capital securities are then listed or
quoted;

- the merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the capital securities, including any
successor securities, to be downgraded by any nationally recognized
statistical rating organization;

- the merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights, preferences and
privileges of the holders of the trust securities, including any
successor securities, in any material respect other than with respect to
any dilution of the holders' interest in the new entity;

- the successor entity has a purpose substantially identical to that of the
trust;

- prior to the merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, we have received an opinion of a
nationally recognized independent counsel to the trust experienced in
those matters that:

- the merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights, preferences
and privileges of the holders of the
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trust securities, including any successor securities, in any material
respect other than with respect to any dilution of the holders'
interest in the new entity;

- following the merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the trust nor the successor
entity will be required to register as an investment company under the
Investment Company Act of 1940; and

- following the merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the trust or the successor entity will
continue to be classified as a grantor trust for United States federal
income tax purposes;

- MetLife, Inc. or any permitted successor or assignee owns, directly or
indirectly, all of the common securities of such entity; and

- we guarantee the obligations of the successor entity under the successor
securities at least to the extent provided by the guarantee and the
common securities guarantee.

Notwithstanding the above, the trust shall not, except with the consent of
holders of 100% in stated liquidation amount of the trust securities,
consolidate, amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it, if that consolidation, amalgamation, merger or replacement would
cause the trust or the successor entity to be classified as other than a grantor
trust for United States federal income tax purposes.

BOOK-ENTRY ONLY ISSUANCE

If any capital securities are held separately from the normal units, those
capital securities will be issued as one or more fully-registered global capital
securities certificates representing the total aggregate number of those capital
securities. In that case, the Depository Trust Company will act as securities
depositary for the capital securities, and the capital securities will be issued
only as fully-registered securities registered in the name of Cede & Co., the
depositary's nominee. However, under some circumstances, the administrative
trustees with our consent may decide not to use the system of book-entry
transfers through The Depository Trust Company with respect to the capital
securities. In that case, certificates of the capital securities will be printed
and delivered to the holders.

The laws of some jurisdictions require that some purchasers of securities
take physical delivery of securities in definitive form. These laws may impair
the ability to transfer beneficial interests in the global capital securities as
represented by a global certificate.

Purchases of capital securities within the depositary's system must be made
by or through direct participants, which will receive a credit for the capital
securities on the depositary's records. The beneficial ownership interest of
each actual purchaser of each capital security is in turn to be recorded on the
direct and indirect participants' records. Beneficial owners will not receive
written confirmation from the depositary of their purchases, but beneficial
owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the direct
or indirect participants through which the beneficial owners purchased capital
securities. Transfers of ownership interests in the capital securities are to be
accomplished by entries made on the books of participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates representing
their ownership interests in the capital securities, except if use of the
book-entry system for the capital securities is discontinued.

To facilitate subsequent transfers, all the capital securities deposited by
participants with the depositary will be registered in the name of the
depositary's nominee, Cede & Co. The deposit of capital securities with the
depositary and their registration in the name of Cede & Co. cause no change in
beneficial ownership. The depositary has no knowledge of the actual beneficial
owners

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of the capital securities. The depositary's records reflect only the identity of
the direct participants to whose accounts those capital securities are credited,
which may or may not be the beneficial owners. The participants will remain
responsible for keeping account of their holdings on behalf of their customers.

So long as the depositary or its nominee is the registered owner or holder
of a global certificate, the depositary or the nominee will be considered the
sole owner or holder of the capital securities represented for all purposes
under the declaration and the capital securities. No beneficial owner of an
interest in a global certificate will be able to transfer that interest except
in accordance with the depositary applicable procedures, in addition to those
provided for under the declaration.

The depositary has advised us that it will take any action permitted to be
taken by a holder of capital securities, including the presentation of capital
securities for exchange, only at the direction of one or more participants to
whose account the depositary's interests in the global certificates are credited
and only in respect of the portion of the stated liquidation amount of capital
securities as to which such participant or participants has or have given such
directions. However, if there is a declaration event of default under the
capital securities, the depositary will exchange the global certificates for
certificated securities, which it will distribute to its participants.

Conveyance of notices and other communications by the depositary to direct
participants and indirect participants and by direct participants and indirect
participants to beneficial owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements that may be in force from
time to time.

Although voting with respect to the capital securities is limited, in those
cases where a vote is required, neither the depositary nor Cede & Co. will
itself consent or vote with respect to capital securities. Under its usual
procedures, the depositary would mail an omnibus proxy to the trust as soon as
possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants to whose accounts the
capital securities are credited on the record date. The direct participants are
identified in a listing attached to the omnibus proxy. We and the trust believe
that the arrangements among the depositary, direct and indirect participants and
beneficial owners will enable the beneficial owners to exercise rights
equivalent in substance to the rights that can be directly exercised by a record
holder of a beneficial interest in the trust.

Distribution payments on the capital securities issued in the form of one
or more global certificates will be made to the depositary in immediately
available funds. The depositary's practice is to credit direct participants'
accounts on the relevant payment date in accordance with their respective
holdings shown on the depositary's records unless the depositary has reason to
believe that it will not receive payments on that payment date. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers in bearer form or registered in street name. Those payments will be
the responsibility of the participant and not of the depositary, the trust or
us, subject to any statutory or regulatory requirements to the contrary that may
be in force from time to time. Payment of distributions to the depositary is the
responsibility of the trust, disbursement of such payments to direct
participants is the responsibility of the depositary, and disbursement of those
payments to the beneficial owners is the responsibility of direct and indirect
participants.

Except as provided here, a beneficial owner in a global capital security
certificate will not be entitled to receive physical delivery of capital
securities. Accordingly, each beneficial owner must rely on the procedures of
the depositary to exercise any rights under the capital securities.

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Although the depositary has agreed to the above procedures to facilitate
transfer of interests in the global certificates among participants, the
depositary is under no obligation to perform or continue to perform these
procedures and these procedures may be discontinued at any time. Neither us, nor
the trust or any trustee will have any responsibility for the performance by the
depositary or its participants or indirect participants under the rules and
procedures governing the depositary. The depositary may discontinue providing
its services as securities depositary with respect to the capital securities at
any time by giving reasonable notice to the trust. Under these circumstances, if
a successor securities depositary is not obtained, capital securities
certificates are required to be printed and delivered to holders. Additionally,
the administrative trustees, with our consent, may decide to discontinue use of
the system of book-entry transfers through the depositary or any successor
depositary, with respect to the capital securities. In that case, certificates
for the capital securities will be printed and delivered to holders. In each of
the above circumstances, we will appoint a paying agent with respect to the
capital securities.

The information in this section concerning the depositary and the
depositary's book-entry system has been obtained from sources that we and the
trust believe to be reliable, but neither we nor the trust take responsibility
for its accuracy.

REGISTRAR, TRANSFER AGENT AND PAYING AGENT

Payments in respect of the capital securities represented by the global
certificates shall be made to the depositary. The depositary shall credit the
relevant accounts at the depositary on the applicable distribution dates. In the
case of certificated securities, those payments shall be made by check mailed to
the address of the holder entitled to it as that address appears on the
register. The paying agent shall be permitted to resign as paying agent upon 30
days prior written notice to the trustees. If The Bank of New York shall no
longer be the paying agent, the administrative trustees shall appoint a
successor to act as paying agent, which shall be a bank or trust company.

The Bank of New York will act as registrar, transfer agent and paying agent
for the capital securities.

Registration of transfers of capital securities will be made without charge
by or on behalf of the trust. However, payment shall be made and any indemnity
as the trust or we may require shall be given in respect of any tax or other
government charge which may be imposed in relation to it.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

The property trustee, prior to the occurrence of a default with respect to
the trust securities and after the curing of any defaults that may have
occurred, undertakes to perform only those duties that are specified in the
declaration. The property trustee, after default, shall exercise the same degree
of care as a prudent individual would exercise in the conduct of his or her own
affairs. Subject to those provisions, the property trustee is under no
obligation to exercise any of the powers vested in it by the declaration at the
request of any holder of capital securities, unless offered reasonable indemnity
by that holder against the costs, expenses and liabilities which it might incur.
The holders of capital securities will not be required to offer an indemnity in
the case that those holders, by exercising their voting rights, direct the
property trustee to take any action it is empowered to take under the
declaration following a declaration event of default. The property trustee also
serves as trustee under the guarantee.

The property trustee is one of a number of banks and trust companies with
which we and our subsidiaries maintain ordinary banking and trust relationships.

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GOVERNING LAW

The declaration and the capital securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware,
without regard to its principles of conflicts of laws.

MISCELLANEOUS

The administrative trustees are authorized and directed to operate the
trust in a way that the trust will not be required to register as an "investment
company" under the Investment Company Act of 1940, as amended, or be
characterized as other than a grantor trust for United States federal income tax
purposes. We are authorized and directed to conduct our affairs so that the
debentures will be treated as our indebtedness for United States federal income
tax purposes. In this connection, we and the administrative trustees are
authorized to take any action not inconsistent with applicable law, the
declaration or certificate of trust of MetLife Capital Trust I or the
certificate of incorporation of MetLife, Inc., that we and the administrative
trustees determine in our discretion to be necessary or desirable to achieve
that end, as long as that action does not adversely affect the interests of the
holders of the capital securities or vary its terms.

Holders of the capital securities have no preemptive or similar rights.

DESCRIPTION OF THE GUARANTEE

Provided below is a summary of information concerning the guarantee which
will be executed and delivered by us for the benefit of the holders from time to
time of capital securities. The guarantee will be qualified as an indenture
under the Trust Indenture Act. The Bank of New York will act as the guarantee
trustee for the purposes of compliance with the provisions of the Trust
Indenture Act. The terms of the guarantee will be those provided in the
guarantee and those made part of the guarantee by the Trust Indenture Act. The
guarantee will be held by the guarantee trustee for the benefit of the holders
of the capital securities.

OVERVIEW

Under the guarantee, MetLife, Inc. will irrevocably and unconditionally
agree, to the extent provided in the guarantee, to pay in full on a senior and
unsecured basis, to the holders of the capital securities issued by the trust,
the guarantee payments described below. We shall pay the guarantee payments as
and when due, regardless of any defense, right of set-off or counterclaim which
the trust may have or assert. MetLife, Inc. shall make these payments except to
the extent paid by the trust.

The following payments or distributions with respect to capital securities
issued by the trust, to the extent not paid by or on behalf of the trust, will
be subject to the guarantee, without duplication:

- any accrued and unpaid distributions that are required to be paid on the
capital securities, to the extent the trust shall have funds available;
and

- upon a voluntary or involuntary dissolution of the trust, other than in
connection with the distribution of debentures to the holders of capital
securities, the lesser of:

- the aggregate of the stated liquidation amount of and all accrued and
unpaid distributions on the capital securities to the date of payment,
to the extent the trust has funds available; and

- the amount of assets of the trust remaining available for distribution
to holders of the capital securities in liquidation of the trust.

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Our obligation to make a guarantee payment may be satisfied by direct
payment of the required amounts by us to the holders of capital securities or by
causing the trust to pay those amounts to the holders.

The guarantee will be a full and unconditional guarantee on a senior and
unsecured basis with respect to the capital securities issued by the trust, but
will not apply to any payment of distributions except to the extent the trust
shall have funds available. If we do not make interest payments on the
debentures purchased by the trust, the trust will not pay distributions on the
capital securities and will not have funds available.

The guarantee will rank equally in right of payment to all other senior
unsecured debt of MetLife, Inc. Because MetLife, Inc. is principally a holding
company, its right to participate in any distribution of assets of any
subsidiary, upon the subsidiary's liquidation or reorganization or otherwise
(and thus the ability of the holders of capital securities to benefit indirectly
from any such distributions), is subject to the prior claims of creditors of the
subsidiary, except to the extent MetLife, Inc. may be recognized as a creditor
of that subsidiary. Accordingly, MetLife, Inc.'s obligations under the guarantee
will be effectively subordinated to all existing and future liabilities of its
subsidiaries, and claimants should look only to its assets for payment
thereunder. The guarantee does not limit the incurrence or issuance of other
secured or unsecured debt by MetLife, Inc., including senior debt.

The guarantee, when taken together with MetLife, Inc.'s obligations under
the debentures, the indenture and the declaration, will have the effect of
providing a full and unconditional guarantee on a senior and unsecured basis by
us of payments due on the capital securities.

MetLife, Inc. has also agreed separately to irrevocably and unconditionally
guarantee the obligations of the trust with respect to the common securities to
the same extent as the guarantee. However, in the case of an indenture event of
default, holders of capital securities will have priority over holders of common
securities with respect to distributions and payments on liquidation, redemption
or otherwise.

As a holder of capital securities, you will, by your acceptance, be deemed
to have agreed to be bound by the provisions of the guarantee and the indenture.

MODIFICATION OF THE GUARANTEE; ASSIGNMENT

Except with respect to any changes which do not adversely affect the rights
of holders of capital securities, in which case no vote will be required, the
guarantee may be amended only with the prior approval of the holders of not less
than a majority in stated liquidation amount of the outstanding capital
securities issued by the trust. All guarantees and agreements contained in the
guarantee shall bind the successors, assigns, receivers, trustees and our
representatives and shall inure to the benefit of the holders of the capital
securities then outstanding.

TERMINATION

The guarantee will terminate:

- upon distribution of the debentures held by the trust to the holders
of the trust securities; or

- upon full payment of the amounts payable in accordance with the
declaration upon liquidation of the trust.

The guarantee will continue to be effective, or will be reinstated, if at
any time any holder of capital securities must return payment of any sums paid
under the capital securities or the guarantee.

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EVENTS OF DEFAULT

An event of default under the guarantee will occur upon our failure to
perform any of our payment or other obligations under the guarantee, provided,
however, that except with respect to a default in payment, we must have received
notice of default and not have cured the default within 60 days after receipt of
the notice.

The holders of a majority in stated liquidation amount of the
then-outstanding capital securities have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the guarantee
trustee in respect of the guarantee or to direct the exercise of any trust or
power conferred upon the guarantee trustee under the guarantee. If the guarantee
trustee fails to enforce the guarantee, any holder of capital securities may
institute a legal proceeding directly against us to enforce the holder's rights
under the guarantee, without first instituting a legal proceeding against the
trust, the guarantee trustee or any other person or entity. We waive any right
or remedy to require that any action be brought first against the trust or any
other person or entity before proceeding directly against us.

STATUS OF THE GUARANTEE

The guarantee will constitute MetLife, Inc.'s senior and unsecured
obligation and will rank equally in right of payment to all MetLife, Inc. other
senior unsecured debt in the same manner as the debentures. The guarantee does
not place a limitation on the amount of additional senior debt that may be
incurred by MetLife, Inc. We expect from time to time to incur additional
indebtedness, including senior debt.

The guarantee will constitute a guarantee of payment and not of collection
(i.e., the guaranteed party may institute a legal proceeding directly against us
to enforce its right under the guarantee without first instituting a legal
proceeding against any other person or entity). The guarantee will be issued and
held for your benefit.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The guarantee trustee, prior to the occurrence of a default with respect to
the guarantee, undertakes to perform only those duties that are specified in the
guarantee. The guarantee trustee, after default, shall exercise the same degree
of care as a prudent individual would exercise in the conduct of his or her own
affairs. According to these provisions, the guarantee trustee is under no
obligation to exercise any of the powers vested in it by the guarantee at the
request of any holder of capital securities, unless offered reasonable indemnity
against the costs, expenses and liabilities which it might incur. However, this
shall not relieve the guarantee trustee, upon the occurrence of an event of
default under the guarantee, from exercising the rights and powers vested in it
by the guarantee.

The guarantee trustee is one of a number of banks and trust companies with
which we and our subsidiaries maintain ordinary banking and trust relationships.

GOVERNING LAW

The guarantee will be governed by, and construed in accordance with, the
internal laws of the State of New York, without regard to its principles of
conflicts of laws.

DESCRIPTION OF THE DEBENTURES

Provided below is a description of the specific terms of the debentures of
MetLife, Inc. in which MetLife Capital Trust I will invest the proceeds from the
issuance and sale of the trust securities. The indenture will be qualified as an
indenture under the Trust Indenture Act. will act as the indenture trustee for
the purposes of compliance with the provisions of the Trust

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Indenture Act. The terms of the indenture will be those provided in the
indenture and those made part of the indenture by the Trust Indenture Act.

Under specific circumstances involving the dissolution of the trust,
debentures may be distributed to the holders of the trust securities in
liquidation of the trust.

OVERVIEW

The debentures of MetLife, Inc. will be unsecured and will rank equally in
right of payment to all of its other senior unsecured debt to the extent
provided in the indenture. The debentures will be issued as a separate series of
senior debt securities under the indenture, limited to $ (or up to
$ , if the underwriters' over-allotment options to purchase additional
units are exercised in full) in aggregate principal amount.

The debentures will not be subject to a sinking fund provision. The entire
principal amount of the debentures will mature and become due and payable,
together with any accrued and unpaid interest thereon including compound
interest and expenses and taxes of MetLife Capital Trust I, if any, on
, 2005.

The debentures will be unsecured and will rank equally in right of payment
to all other senior unsecured debt of MetLife, Inc. Because MetLife, Inc. is
principally a holding company, its right to participate in any distribution of
assets of any subsidiary, upon the subsidiary's liquidation or reorganization or
otherwise (and thus the ability of the holders of capital securities to benefit
indirectly from any such distribution), is subject to the prior claims of
creditors of the subsidiary, except to the extent MetLife, Inc. may be
recognized as a creditor of that subsidiary. Accordingly, MetLife, Inc.'s
obligations under the debentures will be effectively subordinated to all
existing and future liabilities of its subsidiaries, and claimants should look
only to its assets for payment thereunder. The indenture does not limit the
incurrence or issuance of other secured or unsecured debt by MetLife, Inc.,
including senior debt. MetLife, Inc. will have no senior debt other than the
debentures upon completion of the offering of the units but it may incur such
indebtedness in the future. The companies that will become subsidiaries of
MetLife, Inc. after the demutualization had $6.7 billion of total debt at
December 31, 1999.

We will have the right at any time to dissolve the trust and cause the
debentures to be distributed to the holders of the trust securities. If
debentures are distributed to holders of trust securities in liquidation of the
holders' interests in the trust, those debentures will initially be issued as a
global security.

Under specific limited circumstances, debentures may be issued in
certificated form in exchange for a global security. In the case that debentures
are issued in certificated form, these debentures will be in denominations of
$50 and integral multiples of $50 and may be transferred or exchanged at the
offices described below. Payments on debentures issued as a global security will
be made to the depositary, a successor depositary or, in the case that no
depositary is used, to a paying agent for the debentures. In the case that
debentures are issued in certificated form, principal and interest will be
payable, the transfer of the debentures will be registrable and debentures will
be exchangeable for debentures of other denominations of a like aggregate
principal amount, at the corporate trust office or agency of the property
trustee in New York, New York. However, at our option, payment of interest may
be made by check mailed to the address of the entitled holder or by wire
transfer to an account appropriately designated by the entitled holder.
Notwithstanding the above, so long as the holder of any debentures is the
property trustee, the payment of principal and interest on the debentures held
by the property trustee will be made at the place and to the account as may be
designated by the property trustee.

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The indenture does not contain provisions that afford holders of the
debentures protection in case we are involved in a highly leveraged transaction
or other similar transaction that may adversely affect those holders.

INTEREST

Each debenture shall initially bear interest at the rate of % per
year, payable quarterly in arrears on , , ,
and of each year, subject to the deferral provisions described
below, commencing , 2000 and ending on , 2005. Each
debenture shall bear interest to the person in whose name that debenture is
registered, subject to certain exceptions, at the close of business on the
business day next preceding that interest payment date. If debentures shall not
remain in book-entry only form, we shall have the right to select record dates,
which shall be more than one business day but less than 60 business days prior
to the interest payment date.

The applicable interest rate on the debentures and the distribution rate on
the related capital securities outstanding on and after , 2003 will
be reset on the third business day immediately preceding , 2003,
effective for interest accrued from , 2003 to ,2005, to
the reset rate described in "Description of the Capital Securities --
Distribution Rate Reset", above.

We will cause a notice of the reset rate to be published on the business
day following the date the rate is reset by publication in a daily newspaper in
the English language of general circulation in The City of New York, which is
expected to be The Wall Street Journal.

The amount of interest payable for any period will be computed on the basis
of a 360-day year consisting of twelve 30-day months. The amount of interest
payable for any period shorter than a full quarterly period for which interest
is computed will be computed on the basis of the actual number of days elapsed
in that 90-day period. In the case that any date on which interest is payable on
the debentures is not a business day, then payment of the interest payable on
that date will be made on the next succeeding day that is a business day.
However, no interest or other payment shall be paid in respect of the delay but
if that business day is in the next succeeding calendar year, then that payment
shall be made on the immediately preceding business day, in each case with the
same force and effect as if made on that date.

OPTION TO EXTEND INTEREST PAYMENT DATE

So long as no indenture event of default has occurred and is continuing, we
will have the right under the indenture to defer the payment of interest on the
debentures at any time or from time to time for a period not exceeding five
years. No deferral period, however, may extend beyond the stated maturity of the
debentures. At the end of an extension period, we must pay all interest then
accrued and unpaid, together with any interest on the accrued and unpaid
interest, to the extent permitted by applicable law. During any deferral period,
interest will continue to accrue and holders of debentures, and holders of the
related trust securities that are outstanding, will be required to accrue such
deferred interest income for United States federal income tax purposes prior to
the receipt of cash (in the form of original issue discount) attributable to
such income, regardless of the method of accounting used by the holders.

Prior to the termination of any deferral period, we may extend such
deferral period, provided that such extension does not:

- cause such extension period to exceed the maximum deferral period;

- end on a date other than an interest payment date; or

- extend beyond the stated maturity of the debentures.

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Upon the termination of any deferral period, or any extension of the
related deferral period, and the payment of all amounts then due, we may begin a
new deferral period, subject to the limitations described above. No interest
shall be due and payable during a deferral period except at the end thereof. We
must give the debenture trustee notice of our election to begin or extend a
deferral period at least five business days prior to the earlier of:

- the date cash distributions on the related trust securities would have
been payable except for the election to begin or extend the deferral
period; or

- the date the trust is required to give notice to any securities exchange
or to holders of the capital securities or the record date of the date
cash distributions are payable, but in any event not less than five
business days prior to such record date.

The debenture trustee shall give notice of our election to begin or extend
a deferral period to the holders of the capital securities. Subject to the
foregoing limitations, there is no limitation on the number of times that we may
begin or extend an extension period.

RESTRICTIONS ON CERTAIN PAYMENTS

We will covenant that if at any time:

- there shall have occurred any event of which we have actual knowledge
that is, or with the giving of notice or the lapse of time, or both,
would be, an indenture event of default;

- we shall be in default with respect to any of our payment obligations
under the guarantee; or

- we shall have given notice or our election to exercise our right to begin
or extend a deferral period as provided in the indenture and shall not
have rescinded such notice, and such deferral period, or any extension
thereof, shall have commenced and be continuing,

then we will not:

- declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of our
capital stock other than stock dividends which consist of stock of the
same class as that on which the dividends are being paid;

- make any payment of principal of or premium, if any, on or interest on or
repay or repurchase or redeem any of our debt securities, including other
debentures, that rank equally with or junior in right of payment to the
debentures; or

- make any guarantee payments with respect to any guarantee by us of the
debt securities of any of our subsidiaries, including under any
guarantees to be issued by us with respect to securities of other trusts
or entities to be established by us similar to MetLife Capital Trust I,
if such guarantee ranks equally with or junior in right of payment to the
debentures,

in each case other than:

- dividends or distributions in shares of, or options, warrants or rights
to subscribe for or purchase shares of, our capital stock;

- any declaration of a dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock under any such plan
in the future, or the redemption or repurchase of any such rights
pursuant thereto;

- payments under the guarantee issued in connection with the offering of
the units;

- as a result of reclassification of our capital stock or the exchange or
conversion of one class or series of our capital stock for another class
or series of our capital stock;

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- the purchase of fractional interests in shares of our capital stock
pursuant to the conversion or exchange provisions of such capital stock
or the security being converted or exchanged; and

- purchases or acquisition of shares of our common stock, in connection
with the satisfaction by us of our obligations under any employee benefit
plan or any other contractual obligation (other than a contractual
obligation ranking expressly by its terms equal with or junior to the
debentures).

So long as the trust securities remain outstanding, we also will covenant:

- to maintain 100% direct or indirect ownership of the common securities,
provided that any permitted successor under the indenture may succeed to
our ownership of the common securities; and

- to use our reasonable efforts to cause the trust:

- to remain a business trust, except in connection with the distribution
of debentures to the holders of the trust securities in liquidation of
the trust, the conversion, exchange or redemption of all of such trust
securities, or certain mergers or consolidations each as permitted by
the declaration of trust;

- to otherwise continue to be classified as a grantor trust for United
States federal income tax purposes;

- to cause each holder of trust securities to be treated as owning an
undivided beneficial interest in the debentures; and

- not to cause, as sponsor of the trust, or to permit, as the common
securities holder, the dissolution, liquidation or winding-up of the
trust, except as provided in the declaration of trust.

INDENTURE EVENTS OF DEFAULT

If any indenture event of default shall occur and be continuing, the
property trustee, as the holder of the debentures, will have the right to
declare the principal of and the interest on the debentures, including any
compound interest and expenses and taxes of the trust, if any, and any other
amounts payable under the indenture, to be due and payable and to enforce its
other rights as a creditor with respect to the debentures.

The following are events of default under the indenture with respect to the
debentures:

- failure to pay interest on the debentures when due, continued for a
period of 30 days (subject to the deferral of any due date in the case of
a deferral period);

- failure to pay the principal of the debentures when due and payable on
, 2005, upon redemption or otherwise;

- failure to comply, within 90 days after notice provided in accordance
with the terms of the indenture, with our other obligations under the
indenture; and

- certain events of bankruptcy, insolvency or reorganization relating to
us.

Except as described in the second to last sentence of this paragraph, if an
event of default occurs and is continuing with respect to the debentures, the
debenture trustee or the holders of at least 25% in principal amount of the
outstanding debentures may declare the principal of and accumulated but unpaid
interest on all the debentures to be due and payable. However, if upon an event
of default with respect to the debentures the debenture trustee has failed to
declare the principal of, and any accrued interest on, the debentures to be
immediately due and payable, the holders of at least 25% in aggregate
liquidation amount of the outstanding capital securities shall

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have the right to exercise that right by a notice in writing to MetLife, Inc.
and the debenture trustee. Upon such a declaration, such principal and interest
shall be due and payable immediately. If an event of default relating to
specific events of our bankruptcy, insolvency or reorganization occurs and is
continuing, the principal of and interest on all the debentures will become and
be immediately due and payable without any declaration or other act on the part
of the debenture trustee or any holders of the debentures. In addition, in the
case of the debentures held by the trust, if an event of default has occurred
and is continuing, and that event is attributable to our failure to pay interest
or principal, then a holder of capital securities may directly institute a
proceeding against us for payment. Under some circumstances, the holders of a
majority in principal amount of the then-outstanding debentures may rescind any
acceleration and its consequences.

Subject to the provisions of the indenture relating to the duties of the
debenture trustee, if an event of default occurs and is continuing, the
debenture trustee will be under no obligation to exercise any of its rights or
powers under the indenture at the request or direction of any of the holders of
the debentures, unless those holders have offered to the debenture trustee
reasonable indemnity or security against any loss, liability or expense. Except
to enforce the right to receive payment of principal or interest when due, no
debenture holder may pursue any remedy with respect to the indenture or the
debentures unless:

- that holder has previously given the debenture trustee notice that an
event of default is continuing;

- holders of at least 25% in principal amount of the outstanding debentures
have requested the debenture trustee to pursue the remedy;

- those holders have offered the debenture trustee reasonable security or
indemnity against any loss, liability or expense;

- the debenture trustee has not complied with such request within 60 days
of receiving it with an offer of security or indemnity; and

- the holders of a majority in principal amount of the outstanding
debentures have not given the debenture trustee a direction inconsistent
with such request within such 60-day period.

Subject to some restrictions, the holders of a majority in principal amount
of the outstanding debentures are given the right to direct the time, method and
place of conducting any proceeding for any remedy available to the trustee, or
of exercising any trust or power conferred on the debenture trustee. The
debenture trustee, however, may refuse to follow any direction that conflicts
with law or the indenture or that the debenture trustee determines is unduly
prejudicial to the rights of any other debenture holder, or that would involve
the debenture trustee in personal liability.

The indenture provides that if a default occurs and is continuing with
respect to the debentures and is known to the debenture trustee, the debenture
trustee must mail notice of the default within 90 days after it occurs to each
holder of the debentures. Except in the case of a default in the payment of
principal of or interest on any debenture, the debenture trustee may withhold
notice if and so long as a committee of its trust officers determines that
withholding notice is in the interests of the holders of the debentures. In
addition, we must deliver to the debenture trustee, within 120 days after the
end of each fiscal year, an officer's certificate indicating whether the signers
thereof know of any default that occurred during the previous year. We also are
required to deliver to the debenture trustee, within 30 days after its
occurrence, written notice of any events which would constitute certain
defaults, their status and what action we are taking or propose to take.

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Prior to the acceleration of the maturity of the debentures, the holders of
a majority in aggregate principal amount of the then-outstanding debentures may
on behalf of all the debentures waive any past default or event of default,
except:

- a default in the payment of the principal of or interest on any of the
debentures; and

- a default that cannot be waived without the consent of each holder
affected.

A waiver will serve to end such default, to cure any event of default, and to
restore us, the debenture trustee and holders of the affected debentures to
their former positions and rights. No such waiver will extend to any subsequent
or other default.

An indenture event of default also constitutes a declaration event of
default. The holders of capital securities in some circumstances have the right
to direct the property trustee to exercise its rights as the holder of the
debentures. Notwithstanding the above, if an event of default has occurred and
is continuing and that event is attributable to our failure to pay interest or
principal on the debentures on the date that interest or principal is otherwise
payable, we acknowledge that a holder of capital securities may directly
institute a proceeding for enforcement of payment to that holder directly of the
principal of and interest on the debentures having a principal amount equal to
the aggregate stated liquidation amount of the capital securities of that holder
after the respective due date specified in the debentures. In connection with
that action, we shall have the right under the indenture to set-off any payment
made to that holder by us. The holders of capital securities will not be able to
exercise directly any other remedy available to the holders of the debentures.

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

We may not (a) merge with or into or consolidate with any other entity, or
(b) sell, assign, transfer, lease or convey all or substantially all of our
properties and assets to any person, firm or corporation, other than, with
respect to clause (b), a direct or indirect wholly-owned subsidiary of MetLife,
Inc., and no person shall (x) merge with or into or consolidate with us or (y)
except in the case of any direct or indirect wholly-owned subsidiary of MetLife,
Inc., sell, assign, transfer, lease or convey all or substantially all of its
properties and assets to us, unless:

- in case we merge with or into or consolidate with another entity or sell,
assign, transfer, lease or convey all or substantially all of our
properties and assets to any person, firm or corporation, the successor
person is organized under the laws of the United States of America or any
state or the District of Columbia, and such successor person expressly
assumes our obligations under the debentures, the guarantee and the
remarketing agreement;

- immediately after giving effect thereto, no indenture event of default,
and no event which, after notice or lapse of time or both, would become
an indenture event of default, shall have occurred and be continuing;

- if at the time any capital securities are outstanding, such transaction
is permitted under the declaration of trust and the guarantee; and

- certain other conditions as prescribed in the indenture are met.

SATISFACTION AND DISCHARGE

The indenture will cease to be of further effect, except as to our
obligations to pay all other sums due pursuant to the indenture and to provide
the required officers' certificates and opinions of counsel, and we will be
deemed to have satisfied and discharged the indenture, when, among other things,
all debentures not previously delivered to the debenture trustee for
cancellation:

- have become due and payable; or

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- will become due and payable at maturity or upon redemption within one
year;

and we deposit or cause to be deposited with the debenture trustee funds, in
trust, for the purpose and in an amount sufficient to pay and discharge the
entire indebtedness on the debentures not previously delivered to the debenture
trustee for cancellation, for the principal and interest to the date of the
deposit or to the stated maturity thereof, as the case may be.

RANKING

The debentures will rank equally in right of payment to all other senior
unsecured debt of MetLife, Inc. to the extent provided in the indenture.

The term "senior debt" means:

(a) the principal of, and premium and interest, if any, on all of MetLife,
Inc.'s debt, whether outstanding on the date of execution of the
indenture or thereafter created, assumed or incurred; except debt that
is expressly stated to rank junior in right of payment to, or pari
passu in right of payment with, the debentures;

(b) all obligations to make payment pursuant to the terms of financial
instruments, such as (1) securities contracts and foreign currency
exchange contracts, (2) derivative instruments, such as swap agreements
(including interest rate and foreign exchange rate swap agreements),
cap agreements, floor agreements, collar agreements, interest rate
agreements, foreign exchange agreements, options, commodity futures
contracts and commodity options contracts, and (3) similar financial
instruments; except obligations that are expressly stated to rank
junior in right of payment to, or pari passu in right of payment with,
the debentures;

(c) indebtedness or obligations of others of the kind described in (a) and
(b) above for the payment of which MetLife, Inc. is responsible or
liable as guarantor or otherwise; and

(d) any deferrals, renewals or extensions of any senior debt that is
secured, in whole or in part, by MetLife, Inc.'s assets.

However, senior debt will not be deemed to include:

- any of MetLife, Inc.'s debt which, when incurred and without respect to
any election under Section 1111(b) of the United States Bankruptcy Code
of 1978, was without recourse to us;

- trade accounts and accrued liabilities arising in the ordinary course of
business;

- debt subordinated to debt described in the preceding clause;

- any of MetLife, Inc.'s debt to any of its subsidiaries; or

- debt to any of MetLife, Inc.'s employees.

The term "debt" means:

- the principal of, and premium and interest, if any, on indebtedness for
money borrowed;

- purchase of money and similar obligations;

- obligations under capital leases;

- guarantees, assumptions or purchase commitments relating to, or other
transactions as a result of which we are responsible for, the payment of
the indebtedness of others;

- renewals, extensions and refunding of any indebtedness;

- interest or obligations in respect of any indebtedness accruing after the
commencement of any insolvency or bankruptcy proceedings; and
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- obligations associated with derivative products such as interest rate and
currency exchange contracts, foreign exchange contracts, commodity
contracts and similar arrangements.

The capital securities, the guarantee and the debentures do not limit
MetLife, Inc.'s ability or the ability of its subsidiaries to incur additional
indebtedness, including other senior indebtedness. MetLife, Inc. will have no
senior debt other than the debentures upon completion of the offering of the
units but it may incur such indebtedness in the future. The companies that will
become subsidiaries of MetLife, Inc. after the demutualization had $6.7 billion
of total debt at December 31, 1999.

BOOK-ENTRY ONLY ISSUANCE

The debentures will be issued in fully registered form. Until any
dissolution of MetLife Capital Trust I, the debentures will be held in the name
of the property trustee in trust for the benefit of the holders of the related
trust securities. If distributed to holders of capital securities in connection
with the involuntary or voluntary dissolution of the trust, the debentures will
be issued in the form of one or more global certificates (each, a global
security) registered in the name of the depositary or its nominee. Except under
the limited circumstances described below, debentures represented by the global
security will not be exchangeable for, and will not otherwise be issuable as,
debentures in certificated form. The global securities described above may not
be transferred except by the depositary to a nominee of the depositary or by a
nominee of the depositary to the depositary or another nominee of the depositary
or to a successor depositary or its nominee.

The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in certificated form. These laws
may impair the ability to transfer beneficial interests in a global security.

Except as provided below, owners of beneficial interests in a global
security will not be entitled to receive physical delivery of debentures in
certificated form and will not be considered its holders for any purpose under
the indenture. No global security representing debentures shall be exchangeable,
except for another global security of like denomination and tenor to be
registered in the name of the depositary or its nominee or to a successor
depositary or its nominee. Accordingly, each beneficial owner must rely on the
procedures of the depositary or if that person is not a participant, on the
procedures of the participant through which that person owns its interest to
exercise any rights of a holder under the indenture.

If debentures are distributed to holders of capital securities in
liquidation of those holders' interests in the trust, The Depository Trust
Company will act as securities depositary for the debentures. As of the date of
this prospectus, the description of the depositary's book-entry system and the
depositary's practices as they relate to purchases, transfers, notices and
payments with respect to the capital securities apply in all material respects
to any debt obligations represented by one or more global securities held by the
depositary. We may appoint a successor to the depositary or any successor
depositary if the depositary or a successor depositary is unable or unwilling to
continue as a depositary for the global securities.

Neither us nor the trust, the property trustee, any paying agents, any of
our other agents or the debenture trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a global security for the debentures or for
maintaining, supervising or reviewing any records relating to those beneficial
ownership interests.

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A global security shall be exchangeable for debentures registered in the
names of persons other than the depositary or its nominee only if:

- the depositary notifies us that it is unwilling or unable to continue as
a depositary for that global security and we do not appoint an eligible
successor depositary within 90 days;

- the depositary at any time ceases to be a clearing agency registered
under the Securities Exchange Act of 1934 at which time the depositary is
required to be so registered to act as a depositary and we do not appoint
an eligible successor depositary within 90 days; or

- we, in our sole discretion, determine that the global security shall be
so exchangeable.

Any global security that is exchangeable according to the preceding
sentence shall be exchangeable for debentures registered in those names as the
depositary shall direct. It is expected that these instructions will be based
upon directions received by the depositary from its participants with respect to
ownership of beneficial interests in the global security.

PAYMENT AND PAYING AGENTS

Payment of principal of and interest on the debentures will be made at the
office of the debenture trustee in the City of New York or at the office of such
paying agent or paying agents as we may designate from time to time, except that
at our option payment of any interest may be made, except in the case of a
global certificate representing debentures, by:

- check mailed to the address of the person entitled thereto as such
address shall appear in the applicable securities register for
debentures; or

- transfer to an account maintained by the person entitled thereto as
specified in such securities register, provided that proper transfer
instructions have been received by the relevant record date.

Payment of any interest on any debenture will be made to the person in whose
name such debenture is registered at the close of business on the record date
for such interest, except in the case of defaulted interest. We may at any time
designate additional paying agents or rescind the designation of any paying
agent; provided, however, we will at all times be required to maintain a paying
agent in each place of payment for the debentures.

Any money deposited with the debenture trustee or any paying agent, or then
held by us in trust, for the payment of the principal of or interest on any
debentures and remaining unclaimed for two years after such principal and
premium, if any, or interest has become due and payable will, at our request, be
repaid to us and the holder of such debentures shall thereafter look, as a
general unsecured creditor, only to us for payment thereof.

INFORMATION CONCERNING THE DEBENTURE TRUSTEE

The debenture trustee shall be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to the foregoing, the debenture trustee will not be under
any obligation to exercise any of the powers vested in it by the indenture at
the request of any holder of debentures, unless offered reasonable indemnity by
such holder against the costs, expenses and liabilities which might be incurred
thereby. The debenture trustee will not be required to expend or risk its own
funds or otherwise incur personal financial liability in the performance of its
duties if the debenture trustee reasonably believes that repayment or adequate
indemnity is not reasonably assured to it.

The debenture trustee is one of a number of banks and trust companies with
which we and our subsidiaries maintain ordinary banking and trust relationships.

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GOVERNING LAW

The indenture and the debentures will be governed by, and construed in
accordance with, the internal laws of the State of New York, without regard to
its principles of conflicts of laws.

EFFECT OF OBLIGATIONS UNDER THE DEBENTURES AND THE GUARANTEE

As provided in the declaration, the sole purpose of MetLife Capital Trust I
is to issue the trust securities evidencing undivided beneficial interests in
the assets of the trust, and to invest the proceeds from the issuance and sale
in the debentures and engage in only other necessary or incidental activities.

As long as payments of interest and other payments are made when due on the
debentures, those payments will be sufficient to cover distributions and
payments due on the trust securities because of the following factors:

- the aggregate principal amount of the debentures will be equal to the sum
of the aggregate stated liquidation amount of the trust securities;

- the interest rate and the interest and other payment dates on the
debentures will match the distribution rate and distribution and other
payment dates for the trust securities;

- we shall pay, and the trust shall not be obligated to pay, directly or
indirectly, all costs, expenses, debts, and obligations of the trust,
other than with respect to the trust securities; and

- the declaration further provides that the trustees shall not take or
cause or permit the trust to, among other things, engage in any activity
that is not consistent with the purposes of the trust.

Payments of distributions, to the extent funds are available, and other
payments due on the capital securities, to the extent funds therefor are
available, are guaranteed by us as to the extent provided under "Description of
the Guarantee". If we do not make interest payments on the debentures purchased
by the trust, the trust will not have sufficient funds to pay distributions on
the capital securities. The guarantee does not apply to any payment of
distributions unless and until the trust has sufficient funds for the payment of
such distributions.

If we fail to make interest or other payments on the debentures when due,
taking account of any deferral period, the declaration provides a mechanism
enabling the holders of the capital securities to direct the property trustee to
enforce its rights under the indenture. If the property trustee fails to enforce
its rights under the indenture in respect of an indenture event of default, a
holder of record of capital securities may, to the fullest extent permitted by
applicable law, institute a legal proceeding against us to enforce the property
trustee's rights under the indenture without first instituting any legal
proceeding against the property trustee or any other person or entity.

Notwithstanding the above, if a declaration event of default has occurred
and is continuing and that event is attributable to our failure to pay interest
or principal on the debentures on the date that interest or principal is
otherwise payable, then a holder of capital securities may directly institute a
proceeding against us for payment. We, under the guarantee, acknowledge that the
guarantee trustee shall enforce the guarantee on behalf of the holders of the
capital securities. If we fail to make payments under the guarantee, the
guarantee provides a mechanism enabling the holders of the capital securities to
direct the guarantee trustee to enforce its rights under the guarantee.
Notwithstanding the above, if we fail to make a payment under the guarantee, any
holder of capital securities may institute a legal proceeding directly against
us to enforce its rights under the guarantee without first instituting a legal
proceeding against the trust, the guarantee trustee, or any other person or
entity.

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The guarantee, when taken together with our obligations under the
debentures and the indenture and our obligations under the declaration,
including our obligations to pay costs, expenses, debts and liabilities of the
trust, other than with respect to the trust securities, has the effect of
providing a full and unconditional guarantee of amounts due on the capital
securities.

U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a discussion of the material United States federal income
tax consequences of the purchase, ownership and disposition of units, capital
securities and shares of our common stock acquired under a purchase contract to
U.S. holders who purchase units in the initial offering at their original
offering price and hold the units, capital securities and shares of our common
stock as capital assets. Debevoise and Plimpton, our special tax counsel, has
advised us that, assuming the transactions described in this prospectus are
consummated and performed in the manner described in this prospectus, the
discussion, except to the extent of statements as to our expectations or
determinations, is its opinion. For purposes of this discussion, "U.S. holder"
means a beneficial owner of a unit, capital security or share of our common
stock that is (1) an individual citizen or resident of the United States, (2) a
corporation, or other entity taxable as a corporation, created or organized in
or under the laws of the United States or any state thereof or the District of
Columbia or (3) a partnership, estate or trust treated, for United States
federal income tax purposes, as a domestic partnership, estate or trust. This
discussion assumes we will not exercise our right to delay payment of interest
on the debentures. This discussion is based upon the Internal Revenue Code of
1986, as amended (the "Code"), treasury regulations (including proposed treasury
regulations) issued thereunder, Internal Revenue Service rulings and
pronouncements and judicial decisions now in effect, all of which are subject to
change, possibly with retroactive effect.

This discussion does not address all aspects of United States federal
income taxation that may be relevant to U.S. holders in light of their
particular circumstances, such as U.S. holders who are subject to special tax
treatment (for example, (1) banks, regulated investment companies, insurance
companies, dealers in securities or currencies or tax-exempt organizations, (2)
persons holding units, capital securities or shares of our common stock as part
of a straddle, hedge, conversion transaction or other integrated investment or
(3) persons whose functional currency is not the U.S. dollar), some of which may
be subject to special rules, nor does it address alternative minimum taxes or
state, local or foreign taxes. PROSPECTIVE INVESTORS THAT ARE NOT UNITED STATES
PERSONS (WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE) ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE UNITED STATES FEDERAL INCOME
TAX CONSEQUENCES OF AN INVESTMENT IN UNITS, INCLUDING THE POTENTIAL APPLICATION
OF UNITED STATES WITHHOLDING TAXES.

No statutory, administrative or judicial authority directly addresses the
treatment of units or instruments similar to units for United States federal
income tax purposes. As a result, no assurance can be given that the Internal
Revenue Service will agree with the tax consequences described herein.
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT
TO THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP
AND DISPOSITION OF UNITS, CAPITAL SECURITIES AND SHARES OF OUR COMMON STOCK
ACQUIRED UNDER A PURCHASE CONTRACT IN LIGHT OF THEIR OWN PARTICULAR
CIRCUMSTANCES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.

UNITS

Ownership of Capital Securities or Treasury Securities. A U.S. holder will
be treated as owning the capital securities or treasury securities constituting
a part of the units owned by such U.S. holder. Under the terms of the units, we
and, by acquiring units, each U.S. holder, agree to treat such U.S. holder as
the owner, for United States federal, state and local income and

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franchise tax purposes, of the capital securities or treasury securities
constituting a part of the units owned by such U.S. holder. The remainder of
this summary assumes that U.S. holders of units will be treated as the owners of
the capital securities or treasury securities constituting a part of such units
for United States federal income tax purposes.

Allocation of Purchase Price. A U.S. holder's acquisition of a unit will
be treated as an acquisition of the capital security and the purchase contract
constituting the unit. The purchase price of each unit will be allocated between
the capital security and the purchase contract constituting such unit in
proportion to their respective fair market values at the time of purchase. Such
allocation will establish the U.S. holder's initial tax basis in the capital
security and the purchase contract. We expect to report the fair market value of
each capital security as $ and the fair market value of each purchase
contract as $ . This position will be binding on each U.S. holder (but
not on the Internal Revenue Service) unless such U.S. holder explicitly
discloses a contrary position on a statement attached to its timely filed United
States federal income tax return for the taxable year in which a unit is
acquired. Thus, absent such disclosure, a U.S. holder should allocate the
purchase price for a unit in accordance with the values reported by us. The
remainder of this discussion assumes that this allocation of the purchase price
of a unit will be respected for United States federal income tax purposes.

Sale, Exchange or Other Disposition of Units. If a U.S. holder sells,
exchanges or otherwise disposes of a unit, such U.S. holder will be treated as
having sold, exchanged or disposed of the purchase contract and the capital
security or treasury securities, as the case may be, that constitute such unit.
Such U.S. holder generally will recognize gain or loss equal to the difference
between the portion of the proceeds to such U.S. holder allocable to the
purchase contract and the capital security or treasury securities, as the case
may be (except to the extent such U.S. holder is treated as having received an
amount with respect to accrued interest on the treasury securities, which will
be treated as ordinary interest income to the extent not previously included in
income), and such U.S. holder's respective adjusted tax bases in the purchase
contract and the capital security or treasury securities. In the case of the
purchase contract and the treasury securities, such gain or loss generally will
be capital gain or loss. In the case of treasury securities with a term of one
year or less, however, such gain will be ordinary income to the extent any
acquisition discount has accrued but not been included in income. Capital gains
of individuals derived in respect of capital assets held for more than one year
are taxed at a maximum rate of 20%. The deductibility of capital losses is
subject to limitations.

The rules governing the determination of the character of gain or loss on
the sale, exchange or other disposition of the capital securities are summarized
under "Capital Securities -- Sale, Exchange or Other Disposition of Capital
Securities".

If the sale, exchange or other disposition of a unit by a U.S. holder
occurs when the purchase contract has a negative value, the U.S. holder may be
considered to have received additional consideration for the capital security or
treasury securities constituting a part of such unit in an amount equal to such
negative value, and to have paid such amount to be released from its obligation
under the purchase contract. U.S. holders should consult their own tax advisors
regarding a disposition of a unit at a time when the purchase contract has a
negative value.

CAPITAL SECURITIES

Classification of the Trust. The trust will be classified for United
States federal income tax purposes as a grantor trust and will not be subject to
tax as an association (or publicly traded partnership) taxable as a corporation.
Accordingly, for United States federal income tax purposes, each U.S. holder of
capital securities will be treated as purchasing and owning an undivided
beneficial ownership interest in the debentures and will be required to take
into

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account its pro rata share of all items of income, gain, loss or deduction of
the trust, including original issue discount with respect to the debentures, as
described below.

Interest Income and Original Issue Discount. Because of the manner in
which the interest rate on the debentures is reset, the debentures will be
classified as contingent payment debt instruments subject to the "noncontingent
bond method" for accruing original issue discount, as set forth in applicable
treasury regulations. As discussed more fully below, the effects of such method
will be (1) to require each U.S. holder, regardless of its usual method of tax
accounting, to use an accrual method with respect to the debentures, (2) for all
accrual periods through , 2003, and possibly for accrual periods
thereafter, the accrual of interest income by each U.S. holder in excess of
interest payments actually received and (3) generally to result in ordinary
rather than capital treatment of any gain or loss on the sale, exchange or other
disposition of the capital securities. See "-- Sale, Exchange or Other
Disposition of Capital Securities".

A U.S. holder of debentures will accrue original issue discount based on
the "comparable yield" of the debentures. The comparable yield of the debentures
will generally be the rate at which we would issue a fixed rate debt instrument
with terms and conditions similar to the debentures. We are required to provide
the comparable yield and a projected payment schedule, based on the comparable
yield, to holders of the debentures. We have determined that the comparable
yield is % and the projected payments for the debentures, per $50 of principal
amount, are $ on , 2000, $ for each subsequent
quarter ending on or prior to , 2003 and $ for each
quarter ending after , 2003. We have also determined that the
projected payment for the debentures, per $50 of principal amount, at the
maturity date is $ (which includes the stated principal amount of the
debentures as well as the final projected interest payment).

The amount of original issue discount on a debenture for each accrual
period is determined by multiplying the comparable yield of the debenture
(adjusted for the length of the accrual period) by the debenture's adjusted
issue price at the beginning of the accrual period. Based on the allocation of
the purchase price of each unit described above, the adjusted issue price of
each debenture, per $50 of principal amount, at the beginning of the first
accrual period will be $ , and the adjusted issue price of each
debenture at the beginning of each subsequent accrual period will be equal to
$ , increased by any original issue discount previously accrued by the
U.S. holder on such debenture and decreased by payments received on such
debenture. The amount of original issue discount so determined will then be
allocated on a ratable basis to each day in the accrual period that the U.S.
holder holds the debenture.

If after , 2003 the remaining amounts of principal and
interest payable on the debentures differ from the payments set forth on the
foregoing projected payment schedule, negative or positive adjustments
reflecting such difference should be taken into account by a U.S. holder as
adjustments to interest income in a reasonable manner over the period to which
they relate. We expect to account for any such difference with respect to a
period as an adjustment for that period.

We expect to use the foregoing comparable yield and projected payment
schedule for purposes of determining our own taxable income and for any required
information reporting.

U.S. holders are generally bound by the comparable yield and projected
payment schedule provided by us unless either is unreasonable. If a U.S. holder
of capital securities does not use this comparable yield and projected payment
schedule to determine interest accruals, such U.S. holder must apply the
foregoing rules using its own comparable yield and projected payment schedule. A
U.S. holder that uses its own comparable yield and projected payment schedule
must explicitly disclose this fact and the reason why it has used its own
comparable yield and projected payment schedule. In general, this disclosure
must be made on a statement attached to

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the timely filed United States federal income tax return of the U.S. holder for
the taxable year that includes the date of its acquisition of the units.

The foregoing comparable yield and projected payment schedule is supplied
by us solely for computing income under the noncontingent bond method for United
States federal income tax purposes, and does not constitute a projection or
representation as to the amounts that holders of capital securities or units
will actually receive.

Because income with respect to the debentures will constitute interest for
United States federal income tax purposes, corporate holders of units (or
capital securities) will not be entitled to a dividends-received deduction in
respect of such income.

Adjustment to Tax Basis in Capital Securities. A U.S. holder's tax basis
in its capital securities will be increased by the amount of any gross income
recognized by such U.S. holder with respect to such capital securities,
including original issue discount with respect to the debentures, and decreased
by payments received with respect to such capital securities.

Sale, Exchange or Other Disposition of Capital Securities. Upon the sale,
exchange or other disposition of a capital security (including the remarketing
of such security), a U.S. holder will recognize gain or loss in an amount equal
to the difference between the amount realized by such U.S. holder and such U.S.
holder's adjusted tax basis in the capital security. Gain recognized on the
sale, exchange or other disposition of a capital security prior to the
remarketing date will be treated as ordinary interest income. Loss realized on
the sale, exchange or other disposition of a capital security prior to the
remarketing date will be treated as ordinary loss to the extent of such U.S.
holder's prior net income inclusions on the capital security. Any loss in excess
of such amount will be treated as capital loss. Gain recognized on the sale,
exchange or other disposition of a capital security on or after the remarketing
date will be ordinary interest income to the extent attributable to the excess,
if any, of the total remaining principal and interest payments due on the
debenture underlying the capital security over the total remaining payments set
forth on the projected payment schedule for such debenture. Any gain recognized
in excess of such amount and any loss recognized on such a sale generally will
be treated as capital gain or loss. Capital gain of individuals derived in
respect of capital assets held for more than one year is taxed at a maximum rate
of 20%. The deductibility of capital losses is subject to limitations.

Distribution of Debentures to U.S. Holders of Capital Securities. A
distribution by the trust of the debentures, as described under the caption
"Description of the Capital Securities -- Liquidation Distribution Upon
Dissolution", will be non-taxable to U.S. holders. In such event, a U.S. holder
will have an aggregate adjusted tax basis in the debentures received in the
liquidation equal to the aggregate adjusted tax basis such U.S. holder had in
its capital securities surrendered therefor, and the holding period of such
debentures will include the period during which such U.S. holder had held the
capital securities. A U.S. holder will continue to include original issue
discount in respect of the debentures received from the trust in the manner
described under "-- Interest Income and Original Issue Discount" and will
recognize gain or loss on the sale, exchange or other disposition of such
debentures in the same manner as if the U.S. holder had sold, exchanged or
disposed of the capital securities. See "-- Sale, Exchange or Other Disposition
of Capital Securities".

PURCHASE CONTRACTS

Acquisition of our Common Stock Under a Purchase Contract. A U.S. holder
of units generally will not recognize gain or loss on the purchase of our common
stock under a purchase contract, except with respect to any cash paid in lieu of
a fractional share of our common stock. A U.S. holder's aggregate initial tax
basis in the common stock received under a purchase contract generally should
equal (1) the purchase price paid for such common stock, plus (2) such U.S.
holder's adjusted tax basis in the purchase contract, less (3) the portion of
such purchase price and tax basis allocable to the fractional share. For tax
purposes, the holding

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period for common stock received under a purchase contract will commence on the
day after such common stock is acquired.

Early Settlement of a Purchase Contract. A U.S. holder of units will not
recognize gain or loss on the receipt of such U.S. holder's proportionate share
of capital securities or treasury securities upon early settlement of a purchase
contract and will have the same adjusted tax basis in such capital securities or
treasury securities as before such early settlement.

Termination of a Purchase Contract. If a purchase contract terminates, a
U.S. holder of units will recognize a loss equal to such U.S. holder's adjusted
tax basis in the purchase contract at the time of such termination. Any such
loss will be capital. The deductibility of capital losses is subject to
limitations. A U.S. holder will not recognize gain or loss on the receipt of its
proportionate share of capital securities or treasury securities upon
termination of the purchase contract and such U.S. holder will have the same
adjusted tax basis in such capital securities or treasury securities as before
such termination.

Adjustment to Settlement Rate. A U.S. holder of units might be treated as
receiving a constructive distribution from us if (1) the settlement rate is
adjusted and as a result of such adjustment such U.S. holder's proportionate
interest in our assets or earnings and profits is increased and (2) the
adjustment is not made pursuant to a bona fide, reasonable anti-dilution
formula. An adjustment in the settlement rate would not be considered made
pursuant to such a formula if the adjustment were made to compensate a U.S.
holder for certain taxable distributions with respect to the common stock. Thus,
under certain circumstances, an increase in the settlement rate might give rise
to a taxable dividend to a U.S. holder of units even though such U.S. holder
would not receive any cash related thereto.

OWNERSHIP OF COMMON STOCK ACQUIRED UNDER THE PURCHASE CONTRACT

Any dividend on our common stock paid by us out of our current or
accumulated earnings and profits (as determined for United States federal income
tax purposes) will be includible in income by a U.S. holder of common stock when
received. Any such dividend will be eligible for the dividends-received
deduction if received by an otherwise qualifying corporate U.S. holder that
meets the holding period and other requirements for the dividends-received
deduction.

Upon a disposition of our common stock, a U.S. holder will recognize
capital gain or loss in an amount equal to the difference between the amount
realized and such U.S. holder's adjusted tax basis in the common stock. Capital
gains of individuals derived in respect of capital assets held for more than one
year are taxed at a maximum rate of 20%. The deductibility of capital losses is
subject to limitations.

SUBSTITUTION OF TREASURY SECURITIES TO CREATE STRIPPED UNITS

A U.S. holder of normal units that delivers treasury securities to the
collateral agent in substitution for capital securities or other pledged
securities generally will not recognize gain or loss upon the delivery of such
treasury securities or the release of the capital securities or other pledged
securities to such U.S. holder. Such U.S. holder will continue to take into
account items of income or deduction otherwise includible or deductible,
respectively, by such U.S. holder with respect to such treasury securities and
capital securities or other pledged securities. Such U.S. holder's adjusted tax
basis in the treasury securities, the capital securities or other pledged
securities and the purchase contract will not be affected by such delivery and
release. U.S. holders should consult their own tax advisors concerning the tax
consequences of purchasing, owning and disposing of the treasury securities so
delivered to the collateral agent.

SUBSTITUTION OF SECURITIES TO RECREATE NORMAL UNITS

A U.S. holder of stripped units that delivers capital securities or
treasury securities to the collateral agent in substitution for pledged treasury
securities generally will not recognize gain or loss upon the delivery of such
capital securities or treasury securities or the release of the

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pledged treasury securities to such U.S. holder. Such U.S. holder will continue
to take into account items of income or deduction otherwise includible or
deductible, respectively, by such U.S. holder with respect to such pledged
treasury securities and such capital securities or treasury securities. Such
U.S. holder's tax basis in the treasury securities, the capital securities, the
pledged treasury securities and the purchase contract will not be affected by
such delivery and release. U.S. holders should consult their own advisors
concerning the tax consequences of purchasing, owning and disposing of the
treasury securities so released to them.

TREASURY SECURITIES PURCHASED ON REMARKETING

A U.S. holder's initial basis in the treasury securities purchased by the
collateral agent in connection with a remarketing will be equal to the amount
paid for the treasury securities.

If a U.S. holder is on the cash method of accounting, it will generally not
include income on these treasury securities until payment is received on them.
If a U.S. holder is on the accrual method of accounting, it will be required to
include acquisition discount in income over the remaining term of the treasury
securities and will increase its basis in the treasury securities by the amount
of acquisition discount included in income.

BACKUP WITHHOLDING TAX AND INFORMATION REPORTING

Unless a U.S. holder is an exempt recipient, such as a corporation,
payments under units, capital securities, treasury securities or common stock,
the proceeds received with respect to a fractional share of common stock upon
the settlement of a purchase contract, and the proceeds received from sale of
units, capital securities, treasury securities or common stock may be subject to
information reporting and may also be subject to United States federal backup
withholding tax at the rate of 31% if such U.S. holder fails to supply an
accurate taxpayer identification number or otherwise fails to comply with
applicable United States information reporting or certification requirements.
Any amounts so withheld will be allowed as a credit against the U.S. holder's
United States federal income tax liability.

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DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of MetLife, Inc. consists of 3,000,000,000
shares of common stock and 200,000,000 shares of preferred stock.

COMMON STOCK

Holders of our common stock are entitled to receive such dividends as may
from time to time be declared by our board of directors out of funds legally
available therefor. See "Dividend Policy". Holders of our common stock are
entitled to one vote per share on all matters on which the holders of common
stock are entitled to vote and do not have any cumulative voting rights. Holders
of our common stock have no preemptive, conversion, redemption or sinking fund
rights. In the event of a liquidation, dissolution or winding up of MetLife,
Inc., holders of our common stock are entitled to share equally and ratably in
our assets, if any, remaining after the payment of all liabilities of MetLife,
Inc. and the liquidation preference of any outstanding class or series of
preferred stock. The outstanding shares of our common stock are, and the shares
of common stock issued by us in the demutualization, the initial public offering
and the private placements and upon settlement of the purchase contracts
comprising the equity security units, when issued, will be fully paid and
nonassessable. The rights and privileges of holders of our common stock are
subject to any series of preferred stock that we may issue in the future, as
described below.

PREFERRED STOCK

Our board of directors has the authority to issue preferred stock in one or
more series and to fix the number of shares constituting any such series and the
voting rights, designations, powers, preferences and qualifications, limitations
and restrictions of the shares constituting any series, without any further vote
or action by stockholders. The issuance of preferred stock by our board of
directors could adversely affect the rights of holders of common stock.

We will authorize shares of Series A Junior Participating Preferred Stock
for issuance in connection with our stockholder rights plan. See "-- Stockholder
Rights Plan".

CERTAIN PROVISIONS IN OUR CERTIFICATE OF INCORPORATION AND BY-LAWS AND IN
DELAWARE AND NEW YORK LAW

A number of provisions of our certificate of incorporation and by-laws deal
with matters of corporate governance and rights of stockholders. The following
discussion is a general summary of selected provisions of our certificate of
incorporation and by-laws and regulatory provisions that might be deemed to have
a potential "anti-takeover" effect. These provisions may have the effect of
discouraging a future takeover attempt which is not approved by our board of
directors but which individual stockholders may deem to be in their best
interests or in which stockholders may receive a substantial premium for their
shares over then current market prices. As a result, stockholders who might
desire to participate in such a transaction may not have an opportunity to do
so. Such provisions will also render the removal of the incumbent board of
directors or management more difficult. Some provisions of the Delaware General
Corporation Law and the New York Insurance Law may also have an antitakeover
effect. The following description of selected provisions of our certificate of
incorporation and by-laws and selected provisions of the Delaware General
Corporation Law and the New York Insurance Law is necessarily general and
reference should be made in each case to our certificate of incorporation and
by-laws, which are filed as exhibits to our registration statement of which this
prospectus forms a part, and to the provisions of those laws. See "Additional
Information" for information on where to obtain a copy of our certificate of
incorporation and by-laws.

UNISSUED SHARES OF CAPITAL STOCK

COMMON STOCK. Based upon the assumptions described under "Pro Forma
Consolidated Financial Information", we currently plan to issue an estimated
179,000,000 shares of our authorized common stock in the initial public
offering, 73,000,000 shares of our common stock in

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the planned private placements and 493,476,118 shares of common stock in the
demutualization. This information does not include shares of our common stock
issuable upon the settlement of the purchase contracts comprising equity
security units. The remaining shares of authorized and unissued common stock
will be available for future issuance without additional stockholder approval.
While the authorized but unissued shares are not designed to deter or prevent a
change of control, under some circumstances we could use the authorized but
unissued shares to create voting impediments or to frustrate persons seeking to
effect a takeover or otherwise gain control by, for example, issuing those
shares in private placements to purchasers who might side with our board of
directors in opposing a hostile takeover bid.

PREFERRED STOCK. Our board of directors has the authority to issue
preferred stock in one or more series and to fix the number of shares
constituting any such series and the designations, powers, preferences,
limitations and relative rights, including dividend rights, dividend rate,
voting rights, terms of redemption, redemption price or prices, conversion
rights and liquidation preferences of the shares constituting any series,
without any further vote or action by stockholders. The existence of authorized
but unissued preferred stock could reduce our attractiveness as a target for an
unsolicited takeover bid since we could, for example, issue shares of the
preferred stock to parties who might oppose such a takeover bid or issue shares
of the preferred stock containing terms the potential acquiror may find
unattractive. This may have the effect of delaying or preventing a change of
control, may discourage bids for our common stock at a premium over the market
price of our common stock, and may adversely affect the market price of, and the
voting and other rights of the holders of, our common stock. See "-- Stockholder
Rights Plan" for a description of our Series A Junior Participating Preferred
Stock.

CLASSIFIED BOARD OF DIRECTORS AND REMOVAL OF DIRECTORS

Pursuant to our certificate of incorporation, the directors are divided
into three classes, as nearly equal in number as possible, with each class
having a term of three years. The classes serve staggered terms, such that the
term of one class of directors expires each year. Any effort to obtain control
of our board of directors by causing the election of a majority of the board may
require more time than would be required without a staggered election structure.
Our certificate of incorporation also provides that, subject to the rights of
the holders of any class of preferred stock, directors may be removed only for
cause at a meeting of stockholders by a vote of a majority of the shares then
entitled to vote. This provision may have the effect of slowing or impeding a
change in membership of our board of directors that would effect a change of
control.

EXERCISE OF DUTIES BY BOARD OF DIRECTORS

Our certificate of incorporation provides that while the MetLife
Policyholder Trust is in existence, each MetLife, Inc. director is required, in
exercising his or her duties as a director, to take the interests of the trust
beneficiaries into account as if they were holders of the shares of common stock
held in the trust, except to the extent that any such director determines, based
on advice of counsel, that to do so would violate his or her duties as a
director under Delaware law.

RESTRICTION ON MAXIMUM NUMBER OF DIRECTORS AND FILLING OF VACANCIES ON OUR
BOARD OF DIRECTORS

Pursuant to our by-laws and subject to the rights of the holders of any
class of preferred stock, the number of directors may be fixed and increased or
decreased from time to time by resolution of the board of directors, but the
board of directors will at no time consist of fewer than three directors.
Subject to the rights of the holders of any class of preferred stock,
stockholders can only remove a director for cause by a vote of a majority of the
shares entitled to vote, in which case the vacancy caused by such removal may be
filled at such meeting by the stockholders entitled to vote for the election of
the director so removed. Any vacancy on the

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board of directors, including a vacancy resulting from an increase in the number
of directors or resulting from a removal for cause where the stockholders have
not filled the vacancy, subject to the rights of the holders of any class of
preferred stock, may be filled by a majority of the directors then in office,
although less than a quorum. If the vacancy is not so filled, it will be filled
by the stockholders at the next annual meeting of stockholders. The stockholders
are not permitted to fill vacancies between annual meetings, except where the
vacancy resulted from a removal for cause. These provisions give incumbent
directors significant authority that may have the effect of limiting the ability
of stockholders to effect a change in management.

ADVANCE NOTICE REQUIREMENTS FOR NOMINATION OF DIRECTORS AND PRESENTATION OF
NEW BUSINESS AT MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT

Our by-laws provide for advance notice requirements for stockholder
proposals and nominations for director. In addition, pursuant to the provisions
of both the certificate of incorporation and the by-laws, action may not be
taken by written consent of stockholders; rather, any action taken by the
stockholders must be effected at a duly called meeting. Moreover, the
stockholders do not have the power to call a special meeting. Only the chief
executive officer or the secretary pursuant to a board resolution or, under some
circumstances, the president or a director who also is an officer, may call a
special meeting. These provisions make it more procedurally difficult for a
stockholder to place a proposal or nomination on the meeting agenda and prohibit
a stockholder from taking action without a meeting, and therefore may reduce the
likelihood that a stockholder will seek to take independent action to replace
directors or with respect to other matters that are not supported by management
for stockholder vote.

LIMITATIONS ON DIRECTOR LIABILITY

Our certificate of incorporation contains a provision that is designed to
limit the directors' liability to the extent permitted by the Delaware General
Corporation Law and any amendments to that law. Specifically, directors will not
be held liable to MetLife, Inc. or our stockholders for an act or omission in
their capacity as a director, except for liability as a result of:

- a breach of the duty of loyalty to MetLife, Inc. or our 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 our stock under
Section 174 of the Delaware General Corporation Law; or

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

The principal effect of the limitation on liability provision is that a
stockholder is unable to prosecute an action for monetary damages against a
director of MetLife, Inc. unless the stockholder can demonstrate one of the
specified bases for liability. This provision, however, does not eliminate or
limit director liability arising in connection with causes of action brought
under the federal securities laws. Our certificate of incorporation also does
not eliminate the directors' duty of care. The inclusion of the limitation on
liability provision in the certificate may, however, discourage or deter
stockholders or management from bringing a lawsuit against directors for a
breach of their fiduciary duties, even though such an action, if successful,
might otherwise have benefited MetLife, Inc. and its stockholders. This
provision should not affect the availability of equitable remedies such as
injunction or rescission based upon a director's breach of the duty of care.

Our by-laws also provide that we indemnify our directors and officers to
the fullest extent permitted by Delaware law. We are required to indemnify our
directors and officers for all judgments, fines, settlements, legal fees and
other expenses reasonably incurred in connection with pending or threatened
legal proceedings because of the director's or officer's position with us or
another entity, including Metropolitan Life Insurance Company, that the director
or officer serves at our request, subject to certain conditions, and to advance
funds to our directors and

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officers to enable them to defend against such proceedings. To receive
indemnification, the director or officer must succeed in the legal proceeding or
act in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of MetLife, Inc. and, with respect to any criminal action or
proceeding, in a manner he or she reasonably believed to be lawful.

SUPERMAJORITY VOTING REQUIREMENT FOR AMENDMENT OF CERTAIN PROVISIONS OF THE
CERTIFICATE OF INCORPORATION AND BY-LAWS

Some of the provisions of our certificate of incorporation, including those
that authorize the board of directors to create stockholder rights plans, that
set forth the duties, election and exculpation from liability of directors and
that prohibit stockholders from actions by written consent, may not be amended,
altered, changed or repealed unless the amendment is approved by the vote of
holders of 75% of the then outstanding shares entitled to vote at an election of
directors. This requirement exceeds the majority vote of the outstanding stock
that would otherwise be required by the Delaware General Corporation Law for the
repeal or amendment of such provisions of the certificate of incorporation. Our
by-laws may be amended, altered or repealed by the board of directors or by the
vote of holders of 75% of the then outstanding shares entitled to vote in the
election of directors. These provisions make it more difficult for any person to
remove or amend any provisions that have an antitakeover effect.

BUSINESS COMBINATION STATUTE

In addition, as a Delaware corporation, MetLife, Inc. is subject to Section
203 of the Delaware General Corporation Law, unless it elects in its certificate
of incorporation not to be governed by the provisions of Section 203. We have
not made that election. Section 203 can affect the ability of an "interested
stockholder" of MetLife, Inc. to engage in certain business combinations,
including mergers, consolidations or acquisitions of additional shares of
MetLife, Inc., for a period of three years following the time that the
stockholder becomes an "interested stockholder". An "interested stockholder" is
defined to mean any person owning directly or indirectly 15% or more of the
outstanding voting stock of a corporation. The provisions of Section 203 are not
applicable in some circumstances, including those in which (1) the business
combination or transaction which results in the stockholder becoming an
"interested stockholder" is approved by the corporation's board of directors
prior to the time the stockholder becomes an "interested stockholder" or (2) the
"interested stockholder", upon consummation of such transaction, owns at least
85% of the voting stock of the corporation outstanding prior to such
transaction.

RESTRICTIONS ON ACQUISITIONS OF SECURITIES

Section 7312 of the New York Insurance Law provides that, for a period of
five years after the distribution of consideration pursuant to the plan of
reorganization is completed, no person may directly or indirectly offer to
acquire or acquire in any manner the beneficial ownership (defined as the power
to vote or dispose of, or to direct the voting or disposition of, a security) of
5% or more of any class of voting security (which term includes our common
stock) of MetLife, Inc. without the prior approval of the New York
Superintendent of Insurance. Pursuant to Section 7312, voting securities
acquired in excess of the 5% threshold without such prior approval will be
deemed non-voting.

The insurance laws and regulations of New York, the jurisdiction in which
our principal insurance subsidiary, Metropolitan Life Insurance Company, is
organized, may delay or impede a business combination involving us. In addition
to the limitations described in the immediately preceding paragraph, the New
York Insurance Law prohibits any person from acquiring control of MetLife, Inc.,
and thus indirect control of Metropolitan Life Insurance Company, without the
prior approval of the New York Superintendent of Insurance. That law presumes
that control exists where any person, directly or indirectly, owns, controls,
holds the power to vote or holds proxies

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representing 10% or more of our outstanding voting stock, unless the New York
Superintendent, upon application, determines otherwise. Even persons who do not
acquire beneficial ownership of more than 10% of the outstanding shares of
MetLife, Inc.'s common stock may be deemed to have acquired such control, if the
New York Superintendent determines that such persons, directly or indirectly,
exercise a controlling influence over our management and policies. Therefore,
any person seeking to acquire a controlling interest in MetLife, Inc. would face
regulatory obstacles which may delay, deter or prevent an acquisition that
stockholders might consider in their best interests.

The insurance holding company law and other insurance laws of many states
also regulate changes of control (generally presumed upon acquisitions of 10% or
more of voting securities) of insurance holding companies, such as MetLife, Inc.

STOCKHOLDER RIGHTS PLAN

Our board of directors has adopted a stockholder rights plan under which
each outstanding share of our common stock issued between the date on which
MetLife, Inc. enters into the underwriting agreement for the initial public
offering and the distribution date (as described below) will be coupled with a
stockholder right. Initially, the stockholder rights will be attached to the
certificates representing outstanding shares of common stock, and no separate
rights certificates will be distributed. Each right will entitle the holder to
purchase one one-hundredth of a share of our Series A Junior Participating
Preferred Stock. Each one one-hundredth of a share of Series A Junior
Participating Preferred Stock will have economic and voting terms equivalent to
one share of MetLife, Inc.'s common stock. Until it is exercised, the right
itself will not entitle the holder thereof to any rights as a stockholder,
including the right to receive dividends or to vote at stockholder meetings. The
description and terms of the rights are set forth in a rights agreement ("Rights
Agreement") to be entered into between MetLife, Inc. and ChaseMellon Shareholder
Services, L.L.C., as rights agent. Although the material provisions of the
Rights Agreement have been accurately summarized, the statements below
concerning the Rights Agreement are not necessarily complete, and in each
instance reference is made to the form of Rights Agreement itself, a copy of
which has been filed as an exhibit to the Registration Statement of which this
prospectus forms a part. Each statement is qualified in its entirety by such
reference.

Stockholder rights are not exercisable until the distribution date, and
will expire at the close of business on the tenth anniversary of the date on
which the initial public offering price is determined, unless earlier redeemed
or exchanged by us. A distribution date would occur upon the earlier of:

- the tenth day after the first public announcement or communication to us
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 our 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.

If any person becomes an acquiring person, each holder of a stockholder right
will be entitled to exercise the right and receive, instead of Series A Junior
Participating Preferred Stock, common stock (or, in certain circumstances, cash,
a reduction in purchase price, property or other securities of MetLife, Inc.)
having a value equal to two times the purchase price of the stockholder right.
All stockholder rights that are beneficially owned by an acquiring person or its
transferee will become null and void.

If at any time after a public announcement has been made or MetLife, Inc.
has received notice that a person has become an acquiring person, (1) MetLife,
Inc. is acquired in a merger or other business combination or (2) 50% or more of
MetLife, Inc.'s assets, cash flow or earning

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power is sold or transferred, each holder of a stockholder right (except rights
which previously have been voided as set forth above) will have the right to
receive, upon exercise, common stock of the acquiring company having a value
equal to two times the purchase price of the right.

The purchase price payable, the number of one one-hundredths of a share of
Series A Junior Participating Preferred Stock or other securities or property
issuable upon exercise of rights and the number of rights outstanding, are
subject to adjustment from time to time to prevent dilution. With certain
exceptions, no adjustment in the purchase price or the number of shares of
Series A Junior Participating Preferred Stock issuable upon exercise of a
stockholder right will be required until the cumulative adjustment would require
an increase or decrease of at least one percent in the purchase price or number
of shares for which a right is exercisable.

At any time until the earlier of (1) the stock acquisition time or (2) the
final expiration date of the Rights Agreement, we may redeem all the stockholder
rights at a price of $0.01 per right. At any time after a person has become an
acquiring person and prior to the acquisition by such person of 50% or more of
the outstanding shares of our common stock, we may exchange the stockholder
rights, in whole or in part, at an exchange ratio of one share of common stock,
or one one-hundredth of a share of Series A Junior Participating Preferred Stock
(or of a share of a class or series of preferred stock having equivalent rights,
preferences and privileges), per right.

The stockholder rights plan is designed to protect stockholders in the
event of unsolicited offers to acquire MetLife, Inc. and other coercive takeover
tactics which, in the opinion of its board of directors, could impair its
ability to represent stockholder interests. The provisions of the stockholder
rights plan may render an unsolicited takeover more difficult or less likely to
occur or may prevent such a takeover, even though such takeover may offer our
stockholders the opportunity to sell their stock at a price above the prevailing
market rate and may be favored by a majority of our stockholders.

METLIFE POLICYHOLDER TRUST

Under the plan of reorganization, we will establish the MetLife
Policyholder Trust to hold the shares of common stock allocated to eligible
policyholders under the plan. 493,476,118 shares of common stock, or 66.2% of
the total number of shares expected to be outstanding based upon an initial
public offering price of $14.00 per share, will be issued to the trust on the
effective date of the plan, to be held on behalf of approximately nine million
eligible policyholders. Because of the number of shares held by the trust and
the voting provisions of the trust, the trust may affect the outcome of matters
brought to a stockholder vote.

The trustee will generally vote all of the shares of common stock held in
the trust in accordance with the recommendations given by our board of directors
to our stockholders or, if the board gives no such recommendation, as directed
by the board, except on votes regarding certain fundamental corporate actions.
As a result of the voting provisions of the trust, our board of directors will
effectively be able to control votes on all matters submitted to a vote of
stockholders, excluding those fundamental corporate actions described below, so
long as the trust holds a substantial number of shares of our common stock.

If the vote relates to fundamental corporate actions specified in the
trust, the trustee will solicit instructions from the beneficiaries and vote all
shares held in the trust in proportion to the instructions it receives, which
would give disproportionate weight to the instructions actually given by trust
beneficiaries. These actions include:

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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;

- issuances of common stock during the first year after the effective date
of the plan at a price materially less than the then prevailing market
price of our common stock, if a vote of stockholders is required to
approve the issuance under Delaware law, other than issuances in an
underwritten public offering or pursuant to an employee benefit plan;

- for the first year after the effective date of the plan, any matter that
requires a supermajority vote of stockholders under Delaware law or our
certificate of incorporation or by-laws, and any amendment to our
certificate of incorporation or by-laws that is submitted for approval to
our stockholders; and

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is ChaseMellon
Shareholder Services, L.L.C.

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UNDERWRITING

MetLife, Inc., Metropolitan Life Insurance Company, MetLife Capital Trust I
and the underwriters for the offering named below have entered into an
underwriting agreement dated , 2000, with respect to the units being
offered. Subject to certain conditions, (1) MetLife, Inc. has agreed to enter
into the purchase contracts with each of the underwriters named below underlying
the respective number of units indicated opposite such underwriter's name below,
(2) MetLife, Inc., Metropolitan Life Insurance Company and the trust have agreed
that the trust will sell to each of the underwriters the capital securities
underlying the respective number of units indicated opposite such underwriter's
name below, and (3) each of the underwriters has severally agreed to enter into
the purchase contracts with MetLife, Inc., purchase the capital securities from
the trust and pledge such capital securities under the pledge agreement.

<TABLE>
<CAPTION>
UNDERWRITERS NUMBER OF UNITS
- ------------ ---------------
<S> <C>
Credit Suisse First Boston Corporation......................
Goldman, Sachs & Co. .......................................
Banc of America Securities LLC..............................
Donaldson, Lufkin and Jenrette Securities Corporation.......
Lehman Brothers Inc. .......................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Morgan Stanley & Co. Incorporated...........................
Salomon Smith Barney Inc. ..................................
Total....................................................... 20,000,000
</TABLE>

The offering of the units is conditioned on the consummation of the
demutualization, the consummation of the initial public offering of our common
stock and the consummation of the private placements.

If the underwriters sell more units than the total number set forth in the
table above, the underwriters have an option to buy up to an additional
3,000,000 units from MetLife, Inc. and the trust to cover such sales. They may
exercise that option for 30 days following the date of this offering. If any
units are purchased pursuant to this option, the underwriters will severally
purchase units in approximately the same proportion as set forth in the table
above.

The following table summarizes the compensation and estimated expenses we
will pay.

<TABLE>
<CAPTION>
PER UNIT TOTAL
------------------------------- -------------------------------
WITHOUT WITH WITHOUT WITH
OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Underwriting Discounts paid by us... $ $ $ $
Expenses payable by us.............. $ $ $ $
</TABLE>

Units sold by the underwriters will be offered to the public at the initial
public offering price set forth on the cover page of this prospectus. Any units
sold by the underwriters to securities dealers may be sold at a discount of up
to $ per unit from the initial public offering price. Any such
securities dealers may resell any units purchased from the underwriters to
certain other brokers or dealers at a discount of up to $ per unit from
the initial public offering price. After the initial offering of the units, the
representatives of the underwriters may change the offering price and the other
selling terms.

The underwriters have entered into an agreement in which they agree to
restrictions on where and to whom they and any dealer purchasing from them may
offer the units as part of the distribution of the units.

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We agreed that during the period beginning from , 2000 and
continuing to and including the date 180 days after the date of this prospectus,
we will not offer, sell, contract to sell or otherwise dispose of, except as
provided under the underwriting agreement, the U.S. and the international common
stock underwriting agreements and except for the issuance of common stock
pursuant to the private placements and to the MetLife Policyholder Trust
pursuant to the plan of reorganization, any units, capital securities,
debentures, common stock or any securities that are substantially similar to the
units, the capital securities, the debentures or our common stock, including but
not limited to any securities that are convertible into or exchangeable for, or
represent the right to receive the units, the capital securities, the
debentures, shares of our common stock or any such substantially similar
securities (other than the common stock to be offered and sold concurrently with
this offering of the units and other than pursuant to employee stock option
plans existing on the date of the underwriting agreement), without the prior
written consent of Credit Suisse First Boston Corporation and Goldman, Sachs &
Co. In addition, Banco Santander Central Hispano, S.A. and Credit Suisse Group
have agreed in principle with us that they will not, without our prior written
consent, sell the shares of our common stock that they or their affiliates
purchase in the private placements for at least one year after the initial
public offering.

The units will be a new issue of securities with no established trading
market. The underwriters have advised MetLife, Inc. that they intend to make a
market in the units, but they are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the units.

The units have been approved for listing on the New York Stock Exchange
under the symbol "MIU", subject to official notice of issuance. In order to meet
the requirements for listing the units on the NYSE, the underwriters have
undertaken to sell lots of 100 or more units to a minimum of 400 beneficial
holders.

The underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act of 1934 (the "Exchange Act").

- Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.

- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.

- Syndicate covering transactions involve purchases of the units in the
open market after the distribution has been completed in order to cover
syndicate short positions.

- Penalty bids permit the underwriters to reclaim a selling concession from
a syndicate member when the units originally sold by such syndicate
member are purchased in a stabilizing transaction or a syndicate covering
transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids
may cause the price of the units to be higher than it would otherwise be in the
absence of such transactions. These transactions may be effected on the New York
Stock Exchange, in the over-the-counter market or otherwise, and if continued,
may be discontinued at any time.

Each of the underwriters severally represents and agrees that:

- It has not offered or sold and prior to the date six months after the
date of issuance of the units will not offer or sell any units, purchase
contracts or capital securities to persons in the United Kingdom, except
to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations
1995;

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- It has complied, and will comply with, all applicable provisions of the
Financial Services Act of 1986 with respect to anything done by it in
relation to the units in, from or otherwise involving the United Kingdom;
and

- It has only issued or passed on and will only issue and pass on in the
United Kingdom any document received by it in connection with the issue
of the units, purchase contracts or capital securities to a person who is
of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996, as amended, or is a
person to whom such document may otherwise lawfully be issued or passed
on.

The underwriters may not confirm sales to discretionary accounts without
the prior written approval of the customer.

A prospectus in electronic format may be made available on the websites
maintained by one or more of the underwriters participating in this offering.
The representatives may agree to allocate a number of units to underwriters for
sale to their online brokerage account holders. Internet distributions will be
allocated by the underwriters that will make internet distributions on the same
basis as other allocations.

Other than the prospectus in electronic format, the information contained
on any underwriter's website and any information contained on any other website
maintained by an underwriter is not part of this prospectus or the registration
statement of which this prospectus forms a part, have not been approved or
endorsed by us or any underwriter in its capacity as an underwriter and should
not be relied upon by investors.

MetLife, Inc., Metropolitan Life Insurance Company and the trust have
agreed to indemnify the several underwriters against liabilities under the
Securities Act of 1933, as amended, or to contribute to payments that the
underwriters may be required to make in respect thereof.

Certain of the underwriters or their affiliates have provided from time to
time, and expect to provide in the future, investment banking, financial
advisory and other related services to us and our affiliates, for which they
have received and may continue to receive customary fees and commissions. We and
the underwriters, and our respective affiliates also participate together from
time to time in investing activities. The joint-lead managing underwriters,
Credit Suisse First Boston Corporation and Goldman, Sachs & Co., are currently
acting as financial advisors to us in connection with the demutualization. In
addition, we have engaged Merrill Lynch & Co. to render a fairness opinion to
our board of directors in connection with the demutualization. In this regard,
we have agreed to indemnify each of them against certain liabilities, including
liabilities under the Securities Act. In addition, Credit Suisse First Boston
Corporation and Goldman, Sachs & Co. may, as principal or agent, assist in the
sale of shares of our common stock on behalf of large trust beneficiaries who
elect to sell shares (if certain volume limitations are exceeded) under the
purchase and sale program established by the plan of reorganization.

Other relationships we have with certain underwriters for the initial
public offering and for this offering include the following:

- Some of our directors are members of the boards of directors of certain
of the underwriters or their affiliates. See "Management" for a
description of these directorships.

- We own approximately 3% or less of the outstanding common stock of
certain subsidiaries of Banco Santander Central Hispano, S.A. and Credit
Suisse Group, certain of which are co-managers of the initial public
offering or the offering of the units. We operate in Spain and Portugal
through joint venture arrangements with Banco Santander Central Hispano,
S.A., the indirect parent of Santander Investment Securities Inc. and
BSCH Bolsa, Sociedad de Valores, S.A., which are acting as co-managers in
the initial public offering. One of our officers is a member of the
investment committee of Credit Suisse First Boston International Equity
Partners, L.P. We are a limited partner of certain limited partnerships
affiliated with Credit Suisse First Boston Corporation.

268
<PAGE> 271

- Our subsidiary Conning & Company will act as a co-manager of the initial
public offering.

- Certain of the underwriters of the initial public offering and this
offering also maintain arrangements with us relating to the lease of
office buildings.

In addition to the foregoing, Banco Santander Central Hispano, S.A. and
Credit Suisse Group have agreed in principle that they or their respective
affiliates will purchase from us in the aggregate not less than 14,900,000
shares, nor more than 73,000,000 shares, of our common stock in private
placements that will close concurrently with the initial public offering and the
offering of the units. We will determine at the time of the pricing of the
initial public offering whether to sell any shares to these purchasers in excess
of the minimum amount. Any shares in excess of the minimum amount that we
determine not to sell to these investors may increase the number of shares
available for sale to the general public. The maximum number of shares that each
investor, individually, and the investors, in the aggregate, could be obligated
to purchase in the private placements represents approximately 4.9% and 9.8%,
respectively, of the total number of shares of our common stock to be
outstanding upon consummation of the initial public offering and the private
placements. The investors would purchase these shares directly from us at the
initial public offering price. We expect each of these purchasers to enter into
an agreement with us that provides that any shares purchased by it will be
restricted from sale or transfer for a period of one year after the initial
public offering, except for sales to affiliates or pursuant to a tender or
exchange offer recommended by our board of directors, and that it will not,
without our consent, increase its ownership of voting securities above 4.9% of
the outstanding shares, seek to obtain board representation, solicit proxies in
opposition to management or take certain other actions for five years.

LEGAL MATTERS

The validity of the purchase contracts, our common stock issuable upon
their settlement and the debentures will be passed upon for MetLife, Inc. by
Debevoise & Plimpton, and for the underwriters by Skadden, Arps, Slate, Meagher
& Flom LLP. Several matters of Delaware law with respect to the validity of the
capital securities will be passed upon for us and the trust by Richards, Layton
& Finger, P.A. Helene L. Kaplan, a director of MetLife, Inc. and Metropolitan
Life Insurance Company and the Chairman of the Nominating and Compensation
Committee of Metropolitan Life Insurance Company in 1999, is of counsel to
Skadden, Arps, Slate, Meagher & Flom LLP. Skadden, Arps, Slate, Meagher & Flom
LLP has in the past performed, and continues to perform, legal services for
Metropolitan Life Insurance Company and our affiliates.

EXPERTS

The consolidated financial statements of Metropolitan Life Insurance
Company and its subsidiaries at December 31, 1999 and 1998, and for each of the
three years in the period ended December 31, 1999 and the balance sheet of
MetLife, Inc. as of February 11, 2000 included in this prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing herein and have been so included in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.

We have retained PricewaterhouseCoopers LLP to advise us in connection with
actuarial matters involved in the development of the plan of reorganization and
the establishment and operation of the closed block. The opinion of Kenneth
Beck, a consulting actuary associated with PricewaterhouseCoopers LLP, dated
November 16, 1999, which is subject to the limitations described within the
opinion, is included as Annex A of this prospectus in reliance upon his
authority as an expert in actuarial matters generally and in the application of
actuarial concepts to insurance matters.

269
<PAGE> 272

ADDITIONAL INFORMATION

We and MetLife Capital Trust I have filed with the Securities and Exchange
Commission a Registration Statement on Form S-1 (together with all amendments,
exhibits, schedules and supplements thereto, "Registration Statement"), under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, for the registration of the units offered hereby. This prospectus,
which forms a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain parts of which have
been omitted as permitted by rules and regulations of the Securities and
Exchange Commission. For further information with respect to MetLife, Inc.,
MetLife Capital Trust I and the units offered hereby, please see the
Registration Statement. Statements made in this prospectus as to the contents of
any contract, agreement or other document referred to including, but not limited
to, the certificate of incorporation and by-laws of MetLife, Inc., are not
necessarily complete. With respect to statements made as to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
please refer to the exhibit for a more complete description of the matter
involved, and each such statement will be deemed qualified in its entirety by
such reference. The Registration Statement may be inspected and copied at the
Securities and Exchange Commission's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the Securities and Exchange Commission
at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet
site, http://www.sec.gov, that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the Securities and Exchange Commission.

As a result of the initial public offering of common stock and this
offering of units, we will become subject to the informational requirements of
the Securities Exchange Act of 1934, as amended. We will fulfill our obligations
with respect to such requirements by filing periodic reports and other
information with the Securities and Exchange Commission. We intend to furnish
our stockholders with annual reports containing consolidated financial
statements audited by an independent public accounting firm.

The normal units have been approved for listing on the New York Stock
Exchange subject to official notice of issuance. Upon such listing, copies of
the Registration Statement, including all exhibits thereto, and periodic
reports, proxy statements and other information will be available for inspection
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005.

MetLife, Inc. has not included or incorporated by reference separate
financial statements of MetLife Capital Trust I into this prospectus. MetLife,
Inc. does not consider such financial statements to be material to holders of
the capital securities because:

- all of the voting securities of MetLife Capital Trust I will be owned,
directly or indirectly, by MetLife, Inc., a reporting company under the
Exchange Act;

- MetLife Capital Trust I is a special purpose entity, has no operating
history, has no independent operations and is not engaged in, and does
not propose to engage in, any activity other than issuing securities
representing undivided beneficial interests in the assets of MetLife
Capital Trust I and investing the proceeds thereof in debentures issued
by MetLife, Inc.; and

- MetLife, Inc.'s obligations described in this prospectus under the
declaration of trust of MetLife Capital Trust I, the guarantee issued by
MetLife, Inc. with respect to the capital securities, the debentures of
MetLife, Inc. purchased by the trust and the applicable indenture
pursuant to which such debentures are issued, taken together, constitute
direct obligations of MetLife, Inc. and a full and unconditional
guarantee of the capital securities.

270
<PAGE> 273

GLOSSARY

The following Glossary includes definitions of certain insurance terms.
Each term defined in this Glossary is printed in boldface type the first time it
appears in this prospectus.

ACCOUNT VALUE.............. The amount of money held under a contract in either
a general account or separate account of an insurer
to support policyholder liabilities.

ADMITTED ASSETS............ Assets which are included in an insurer's statutory
financial statements to measure POLICYHOLDER
SURPLUS as determined in accordance with state
insurance laws.

ANNUAL STATEMENT........... The report filed annually with state insurance
regulatory authorities that contains financial and
other information on a calendar year basis and is
prepared in accordance with statutory accounting
practices. The form of the Annual Statement is
prescribed by the NAIC.

ANNUITY.................... A contract that pays or permits the election of a
periodic income benefit for the life of a person,
the lives of two or more persons for a specific
period of time, or a combination thereof.

CASH VALUE................. The amount of cash available to a policyholder on
the surrender of or withdrawal from a life
insurance policy or annuity contract.

CATASTROPHE................ An event that produces pretax losses before
reinsurance in excess of $25 million involving
multiple first-party policyholders. Common
catastrophe events include hurricanes, earthquakes,
tornadoes, wind and hail storms, fires and
explosions.

CEDE, CEDED or CEDING...... The reinsurance of all or a portion of an insurer's
risk with another insurer.

COMBINED RATIO............. A property and casualty term, meaning the sum of
the loss ratio and the expense ratio. A combined
ratio below 100 generally indicates profitable
underwriting. A combined ratio over 100 generally
indicates unprofitable underwriting.

DIVIDEND SCALES............ The actuarial formulas used by life insurers to
determine amounts payable as dividends on
participating policies based on experience factors
relating to, among other things, investment
results, mortality, lapse rates, expenses, premium
taxes and policy loan interest and utilization
rates.

EXPENSE RATIO.............. The ratio of a property and casualty insurer's
operating expenses to net premiums earned.

FIRST-YEAR PREMIUMS AND
DEPOSITS................. The amount of premiums on insurance policies sold
plus the amount of deposits on variable and
universal life policies sold or additional premiums
or deposits from conversions received over the
specified period. This figure does not reflect
policies that lapse in their first year.

GENERAL ACCOUNT............ The aggregate of a life insurer's assets, other
than those allocated to separate accounts.

GUARANTEED INTEREST
CONTRACTS (GICS)......... Group annuity contracts that guarantee a return on
principal and a stated interest rate for a
specified period of time.

IN FORCE................... A policy that is shown on records to be in force on
a given date and that has not matured by death or
otherwise or been surrendered or otherwise
terminated.
G-1
<PAGE> 274

LOSS ADJUSTMENT EXPENSES
(LAE).................... The expenses of settling property and casualty
claims, including legal and other fees and general
expenses.

LOSS RATIO................. The ratio of incurred losses and LAE to earned
premiums.

MORBIDITY.................. Incidence rates and duration of disability used in
pricing and computing liabilities for disability
insurance. Morbidity varies by such parameters as
age, gender and duration since disability.

MORTALITY.................. Rates of death, varying by such parameters as age,
gender and health, used in pricing and computing
liabilities for future policyholder benefits for
life and annuity products, which contain
significant mortality risk.

NATIONAL ASSOCIATION OF
INSURANCE COMMISSIONERS
(NAIC)................... The National Association of Insurance
Commissioners, a national association of state
insurance regulators that sets guidelines for
statutory policies, procedures and reporting for
insurers.

NET SALES CREDITS.......... An industry measure of agent productivity. Net
sales credits are the annualized first-year
commissions, which vary by product, paid to agents
and other sales representatives.

NON-ADMITTED ASSETS........ Certain assets or portions thereof which are not
permitted to be reported as ADMITTED ASSETS in an
insurer's Annual Statement. As a result, certain
assets which normally would be accorded value in
the financial statements of non-insurance
corporations are accorded no value and thus reduce
the reported statutory policyholder surplus of the
insurer.

PARTICIPATING POLICY....... Policies or annuity contracts under which the owner
is eligible to share in the divisible surplus of
the insurer through policyholder dividends, whether
or not such dividends are currently payable. For
purposes of the plan, participating policies also
include policies or annuity contracts that are not
by their terms non-participating and certain
supplementary contracts.

PERSISTENCY................ Measurement of the percentage of insurance policies
remaining in force from year to year, as measured
by premiums.

POLICYHOLDER SURPLUS....... The excess of admitted assets over liabilities, in
each case under statutory accounting practices.

PREMIUMS................... Payments and considerations received on insurance
policies issued or reinsured by an insurer. Under
GAAP, premiums on universal life and other
investment-type contracts are not accounted for as
revenues.

RISK-BASED CAPITAL (RBC)... Risk-based capital, which is the regulatory
targeted surplus level based on the relationship of
statutory capital and surplus, with certain
adjustments, to the sum of stated percentages of
each element of a specified list of company risk
exposures.

REINSURANCE................ The acceptance by one or more insurers of a portion
of risk underwritten by another insurer that has
directly written the coverage in return for a
portion of the premium related thereto. The legal
rights of the insured generally are not affected by
the reinsurance transaction, and the insurer
issuing the insurance contract remains liable to
the insured for payment of policy benefits.

G-2
<PAGE> 275

SEPARATE ACCOUNTS.......... Investment accounts maintained by an insurer to
which funds have been allocated for certain
policies under provisions of relevant state
insurance laws. The investments in each separate
account are maintained separately from those in
other separate accounts and an insurer's general
account and generally are not subject to the
general liabilities of the insurer. The investment
results of the separate account assets generally
pass through to the separate account policyholders
and contractholders, less management fees, so that
an insurer bears limited or no investment risk on
such assets.

STATUTORY ACCOUNTING
PRACTICES................ Those accounting practices prescribed or permitted
by an insurer's domiciliary state insurance
regulator for purposes of financial reporting to
the insurance regulator.

STATUTORY RESERVES......... Monetary amounts established by state insurance law
that an insurer must have available to provide for
future obligations with respect to all policies.
Statutory reserves are liabilities on the balance
sheet of financial statements prepared in
conformity with statutory accounting practices.

STATUTORY SURPLUS.......... The excess of admitted assets over statutory
liabilities as shown on an insurer's statutory
financial statements.

SURRENDER CHARGE........... The fee charged to a policyholder when a life
insurance policy or annuity is surrendered for its
cash value prior to the end of the surrender charge
period. Such charge is intended to recover all or a
portion of policy acquisition costs and act as a
deterrent to early surrender. Surrender charges
typically decrease over a set period of time as a
percentage of the ACCOUNT VALUE.

UNDERWRITING............... The process of examining, accepting or rejecting
insurance risks, and classifying those accepted, in
order to charge an appropriate premium for each
accepted risk.

G-3
<PAGE> 276

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
METLIFE, INC.
Independent Auditors' Report................................ F-2
Balance Sheet at February 11, 2000.......................... F-3
Notes to Balance Sheet...................................... F-4

METROPOLITAN LIFE INSURANCE COMPANY
Independent Auditors' Report................................ F-7
Consolidated Statements of Income for the years ended
December 31, 1999, 1998 and 1997.......................... F-8
Consolidated Balance Sheets at December 31, 1999 and 1998... F-9
Consolidated Statements of Equity for the years ended
December 31, 1999, 1998 and 1997.......................... F-10
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997.......................... F-11
Notes to Consolidated Financial Statements.................. F-12
</TABLE>

F-1
<PAGE> 277

INDEPENDENT AUDITORS' REPORT

The Board of Directors of MetLife, Inc.:

We have audited the accompanying balance sheet of MetLife, Inc. (the
"Company") as of February 11, 2000. This financial statement is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, such balance sheet presents fairly, in all material
respects, the financial position of MetLife, Inc. at February 11, 2000 in
conformity with generally accepted accounting principles.

Deloitte & Touche LLP

New York, New York
February 11, 2000

F-2
<PAGE> 278

METLIFE, INC.
BALANCE SHEET
FEBRUARY 11, 2000

<TABLE>
<S> <C>
ASSETS
Cash and cash equivalents................................. $100
====
EQUITY
Preferred stock, par value $.01 per share; 200,000,000
shares authorized; none issued......................... $ --
Series A Junior Participating Preferred Stock............. --
Common stock, par value $.01 per share; 3,000,000,000
shares authorized; 100 shares issued and outstanding... 1
Additional paid-in capital................................ 99
----
$100
====
</TABLE>

See accompanying notes to balance sheet.
F-3
<PAGE> 279

METLIFE, INC.

NOTES TO BALANCE SHEET

1. BUSINESS

MetLife, Inc. was incorporated on August 10, 1999, under the laws of
Delaware and is a wholly-owned subsidiary of Metropolitan Life Insurance Company
("Metropolitan Life") for the purpose of becoming the parent holding company of
Metropolitan Life under a plan of reorganization, as amended (the "plan of
demutualization"), whereby Metropolitan Life will convert from a mutual life
insurance company to a stock life insurance company.

MetLife, Inc. has had no operations since its formation. The only cash
transaction has been the receipt of $100 in connection with the issuance of 100
shares of common stock to Metropolitan Life.

2. PLAN OF REORGANIZATION

On September 28, 1999, the board of directors of Metropolitan Life adopted,
pursuant to the New York Insurance Law, a plan of reorganization, and
subsequently adopted amendments to the plan, pursuant to which Metropolitan Life
proposes to convert from a mutual life insurance company to a stock life
insurance company and become a wholly-owned subsidiary of MetLife, Inc. The plan
was approved by Metropolitan Life's voting policyholders on February 7, 2000.
The plan will become effective at such time as the New York Superintendent of
Insurance ("Superintendent") approves it based on finding, among other things,
that the plan is fair and equitable to policyholders. The plan requires an
initial public offering of common stock and permits other capital raising
transactions on the effective date of the plan.

3. DIVIDEND RESTRICTIONS

Assuming the plan of demutualization becomes effective, MetLife, Inc.'s
ability to meet its cash requirements and pay dividends depends on the receipt
of dividends and other payments from Metropolitan Life. Metropolitan Life will
be restricted as to the amounts it may pay as dividends to MetLife, Inc. Under
the New York Insurance Law, the Superintendent has broad discretion to determine
whether the financial condition of a stock life insurance company would support
the payment of dividends to its shareholders. The New York Insurance Department
has established informal guidelines for the Superintendent's determination which
focus upon, among other things, the overall financial condition and
profitability of the insurer under statutory accounting practices.

4. STOCK INCENTIVE PLAN

On October 20, 1999, MetLife, Inc. adopted the MetLife, Inc. 2000 stock
incentive plan (the "plan"). Under the plan, options granted may be either
non-qualified stock options or incentive stock options qualifying under the
Internal Revenue Code of 1986, as amended. The maximum number of shares issuable
under the plan is equal to 5% of the shares outstanding immediately after the
effective date of the plan of reorganization, reduced by the shares issued
pursuant to options granted under the MetLife, Inc. 2000 directors stock plan.
The maximum number of shares which may be subject to awards under the plan may
not exceed 60% of the shares available under the plan prior to the second
anniversary of the effective date of the plan of reorganization or 80% of the
shares available under the plan prior to the third anniversary of the effective
date of the plan of reorganization. No participant in the plan may be granted,
during any five-year period, options in respect of more than 5% of the shares
available for issuance under the plan. The shares to be issued under the plan
may be authorized, but unissued shares or treasury shares. The exercise price
per share of common stock subject to either a non-qualified stock option or an
incentive stock option will not be less than the fair market value of such
F-4
<PAGE> 280
METLIFE, INC.

NOTES TO BALANCE SHEET -- (CONTINUED)

shares on the date of grant. Upon the occurrence of certain events that affect
the capitalization of MetLife, Inc., appropriate adjustments will be made in the
number of shares that may be issued under the plan in the future and in the
number of shares and the exercise price under outstanding grants made before the
event. If any grant is for any reason canceled, terminated or otherwise settled
without the issuance of some or all the shares of common stock subject to the
grant, such shares will be available for future grants. At February 11, 2000,
there were no options granted or outstanding relating to the plan.

5. DIRECTORS STOCK PLAN

On October 20, 1999, MetLife, Inc. also adopted the MetLife, Inc. 2000
directors stock plan (the "director's plan"). Under the director's plan, up to
one-half of an outside director's retainer and attendance fees can be paid in
common stock. The director's plan also provides that, with board approval,
outside directors can be granted non-qualified stock options to purchase shares
of MetLife, Inc. common stock at a price no less than the fair market value of a
share of common stock on the grant date of the stock option. Up to a maximum of
500,000 shares may be issued under the director's plan in lieu of fees and no
more than .05% of the shares outstanding immediately after the effective date of
the plan of reorganization may be issued with respect to stock options under the
directors plan. Common stock paid in lieu of fees under the director's plan may
not be sold prior to the second anniversary of the effective date of the plan of
reorganization. Stock options granted under the director's plan will generally
be exercisable on the date of grant, but in no event exercised before the second
anniversary of the effective date of the plan of reorganization. Outside
directors may elect to receive all or a portion of their retainer and attendance
fees that would otherwise be paid in cash with respect to services rendered
after the second anniversary of the effective date of the plan of reorganization
in the form of common stock. In addition, an outside director may elect to defer
receipt of any shares issuable under the terms of the directors plan in lieu of
their retainer and attendance fees and any dividends payable on the shares,
until he or she is no longer a director of MetLife, Inc. At February 11, 2000
there were no options granted or outstanding relating to this plan.

6. STOCKHOLDER RIGHTS PLAN

On September 29, 1999, MetLife, Inc. also approved a stockholder rights
plan (the "rights plan"). Under the rights plan, each outstanding share of
common stock issued between the entry into the underwriting agreement for the
initial public offering and the distribution date (as defined in the rights
plan) will be coupled with a stockholder right. Each right will entitle the
holder to purchase one one-hundredth of a share of Series A Junior Participating
Preferred Stock. Each one one-hundredth of a share of Series A Junior
Participating Preferred Stock will have economic and voting terms equivalent to
one share of common stock. Until it is exercised, the right itself will not
entitle the holder thereof to any rights as a stockholder, including the right
to receive dividends or to vote at stockholder meetings. Stockholder rights are
not exercisable until the distribution date, and will expire at the close of
business on the tenth anniversary of the date on which the initial public
offering price is determined, unless earlier redeemed or exchanged by MetLife,
Inc.

7. COMMITMENTS AND CONTINGENCIES

The New York Superintendent held a public hearing relating to the plan of
demutualization on January 24, 2000. At the public hearing, some policyholders
and others raised objections to certain aspects of the plan. These objections
alleged, among other things, that the plan was not fair and equitable to
policyholders of Metropolitan Life. In addition, a civil complaint challenging
F-5
<PAGE> 281
METLIFE, INC.

NOTES TO BALANCE SHEET -- (CONTINUED)

the fairness of the plan and the adequacy and accuracy of the disclosures to
policyholders regarding the plan has been filed in New York Supreme Court for
Kings County on behalf of the alleged class consisting of the policyholders of
Metropolitan Life who should have membership benefits in Metropolitan Life and
were and are eligible to receive notice, vote and receive consideration in the
demutualization. The complaint seeks to enjoin or rescind the plan and seeks
other relief. The defendants named in the compliant are Metropolitan Life, the
individual members of its board of directors, and MetLife, Inc. The management
of Metropolitan Life and MetLife, Inc. believe that the allegations made in the
compliant are wholly without merit, and intend to vigorously contest the
complaint.

F-6
<PAGE> 282

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Policyholders of
Metropolitan Life Insurance Company:

We have audited the accompanying consolidated balance sheets of
Metropolitan Life Insurance Company and subsidiaries (the "Company") as of
December 31, 1999 and 1998, and the related consolidated statements of income,
equity and cash flows for each of the three years in the period ended December
31, 1999. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of Metropolitan Life
Insurance Company and subsidiaries at December 31, 1999 and 1998, and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 1999 in conformity with
generally accepted accounting principles.

Deloitte & Touche LLP

New York, New York
February 7, 2000

F-7
<PAGE> 283

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN MILLIONS)

<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
REVENUES
Premiums.................................................... $12,088 $11,503 $11,278
Universal life and investment-type product policy fees...... 1,438 1,360 1,418
Net investment income....................................... 9,816 10,228 9,491
Other revenues.............................................. 2,154 1,994 1,491
Net realized investment gains (losses) (net of amounts
allocable to other accounts of $(67), $608 and $231,
respectively)............................................. (70) 2,021 787
------- ------- -------
25,426 27,106 24,465
------- ------- -------
EXPENSES
Policyholder benefits and claims (excludes amounts directly
related to net realized investment gains (losses) of
$(21), $368 and $161, respectively)....................... 13,105 12,638 12,403
Interest credited to policyholder account balances.......... 2,441 2,711 2,878
Policyholder dividends...................................... 1,690 1,651 1,742
Other expenses (excludes amounts directly related to net
realized investment gains (losses) of $(46), $240 and $70,
respectively)............................................. 6,755 8,019 5,771
------- ------- -------
23,991 25,019 22,794
------- ------- -------
Income before provision for income taxes and extraordinary
item...................................................... 1,435 2,087 1,671
Provision for income taxes.................................. 593 740 468
------- ------- -------
Income before extraordinary item............................ 842 1,347 1,203
Extraordinary item -- demutualization expense............... 225 4 --
------- ------- -------
Net income.................................................. $ 617 $ 1,343 $ 1,203
======= ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.
F-8
<PAGE> 284

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
(IN MILLIONS)

<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ASSETS
Investments:
Fixed maturities available-for-sale, at fair value........ $ 96,981 $100,767
Equity securities, at fair value.......................... 2,006 2,340
Mortgage loans on real estate............................. 19,739 16,827
Real estate and real estate joint ventures................ 5,649 6,287
Policy loans.............................................. 5,598 5,600
Other limited partnership interests....................... 1,331 1,047
Short-term investments.................................... 3,055 1,369
Other invested assets..................................... 1,501 1,484
-------- --------
135,860 135,721

Cash and cash equivalents................................... 2,789 3,301
Accrued investment income................................... 1,725 1,994
Premiums and other receivables.............................. 6,681 5,972
Deferred policy acquisition costs........................... 8,492 6,538
Deferred income taxes....................................... 603 --
Other....................................................... 4,141 3,752
Separate account assets..................................... 64,941 58,068
-------- --------
$225,232 $215,346
======== ========
LIABILITIES AND EQUITY
Liabilities:
Future policy benefits...................................... $ 73,582 $ 72,701
Policyholder account balances............................... 45,901 46,494
Other policyholder funds.................................... 4,498 4,061
Policyholder dividends payable.............................. 974 947
Short-term debt............................................. 4,208 3,585
Long-term debt.............................................. 2,514 2,903
Current income taxes payable................................ 548 403
Deferred income taxes payable............................... -- 545
Other....................................................... 14,376 10,772
Separate account liabilities................................ 64,941 58,068
-------- --------
211,542 200,479
-------- --------

Commitments and contingencies (Note 9)

Equity:
Retained earnings........................................... 14,100 13,483
Accumulated other comprehensive income (loss)............... (410) 1,384
-------- --------
13,690 14,867
-------- --------
$225,232 $215,346
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-9
<PAGE> 285

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN MILLIONS)

<TABLE>
<CAPTION>
ACCUMULATED OTHER
COMPREHENSIVE INCOME (LOSS)
-----------------------------------------
NET FOREIGN MINIMUM
UNREALIZED CURRENCY PENSION
COMPREHENSIVE RETAINED INVESTMENT TRANSLATION LIABILITY
TOTAL INCOME (LOSS) EARNINGS GAINS (LOSSES) ADJUSTMENT ADJUSTMENT
----- ------------- -------- -------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1997....... $11,983 $10,937 $ 1,028 $ 18 $ --
Comprehensive income:
Net income..................... 1,203 $ 1,203 1,203
-------
Other comprehensive income:
Unrealized investment gains,
net of related offsets,
reclassification
adjustments and income
taxes...................... 870 870
Foreign currency translation
adjustments................ (49) (49)
-------
Other comprehensive income... 821 821
-------
Comprehensive income........... $ 2,024
=======
------- ------- ------- ----- ----
Balance at December 31, 1997..... 14,007 12,140 1,898 (31) --
Comprehensive income:
Net income..................... 1,343 $ 1,343 1,343
-------
Other comprehensive loss:
Unrealized investment losses,
net of related offsets,
reclassification
adjustments and income
taxes...................... (358) (358)
Foreign currency translation
adjustments................ (113) (113)
Minimum pension liability
adjustment................. (12) (12)
-------
Other comprehensive loss..... (483) (483)
-------
Comprehensive income........... $ 860
=======
------- ------- ------- ----- ----
Balance at December 31, 1998..... 14,867 13,483 1,540 (144) (12)
Comprehensive loss:
Net income..................... 617 $ 617 617
-------
Other comprehensive loss:
Unrealized investment losses,
net of related offsets,
reclassification
adjustments and income
taxes...................... (1,837) (1,837)
Foreign currency translation
adjustments................ 50 50
Minimum pension liability
adjustment................. (7) (7)
-------
Other comprehensive loss..... (1,794) (1,794)
-------
Comprehensive loss............. $(1,177)
=======
------- ------- ------- ----- ----
Balance at December 31, 1999..... $13,690 $14,100 $ (297) $ (94) $(19)
======= ======= ======= ===== ====
</TABLE>

See accompanying notes to consolidated financial statements.
F-10
<PAGE> 286

METROPOLITAN LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN MILLIONS)

<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................. $ 617 $ 1,343 $ 1,203
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization expenses.................. 173 56 (36)
(Gains) losses from sales of investments and businesses,
net................................................... 137 (2,629) (1,018)
Change in undistributed income of real estate joint
ventures and other limited partnership interests...... (322) (91) 157
Interest credited to policyholder account balances...... 2,441 2,711 2,878
Universal life and investment-type product policy
fees.................................................. (1,438) (1,360) (1,418)
Change in accrued investment income..................... 269 (181) (215)
Change in premiums and other receivables................ (619) (2,681) (792)
Change in deferred policy acquisition costs, net........ (389) (188) (159)
Change in insurance related liabilities................. 2,248 1,481 2,364
Change in income taxes payable.......................... 22 251 (99)
Change in other liabilities............................. 857 2,390 (206)
Other, net.............................................. (131) (260) 213
-------- -------- --------
Net cash provided by operating activities................... 3,865 842 2,872
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Sales, maturities and repayments of:
Fixed maturities........................................ 73,120 57,857 75,346
Equity securities....................................... 760 3,085 1,821
Mortgage loans on real estate........................... 1,992 2,296 2,784
Real estate and real estate joint ventures.............. 1,062 1,122 2,046
Other limited partnership interests..................... 469 146 166
Purchases of:
Fixed maturities........................................ (72,253) (67,543) (76,603)
Equity securities....................................... (410) (854) (2,121)
Mortgage loans on real estate........................... (4,395) (2,610) (4,119)
Real estate and real estate joint ventures.............. (341) (423) (624)
Other limited partnership interests..................... (465) (723) (338)
Net change in short-term investments...................... (1,577) (761) 63
Net change in policy loans................................ 2 133 17
Purchase of businesses, net of cash received.............. (2,972) -- (430)
Proceeds from sales of businesses......................... -- 7,372 135
Net change in investment collateral....................... 2,692 3,769 --
Other, net................................................ (73) (183) 191
-------- -------- --------
Net cash provided by (used in) investing activities......... (2,389) 2,683 (1,666)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Policyholder account balances:
Deposits................................................ 18,428 19,361 16,061
Withdrawals............................................. (20,650) (21,706) (18,831)
Short-term debt, net...................................... 623 (1,002) 1,265
Long-term debt issued..................................... 44 693 989
Long-term debt repaid..................................... (433) (481) (104)
-------- -------- --------
Net cash used in financing activities....................... (1,988) (3,135) (620)
-------- -------- --------
Change in cash and cash equivalents......................... (512) 390 586
Cash and cash equivalents, beginning of year................ 3,301 2,911 2,325
-------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR...................... $ 2,789 $ 3,301 $ 2,911
======== ======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest.................................................. $ 388 $ 367 $ 422
======== ======== ========
Income taxes.............................................. $ 587 $ 579 $ 589
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-11
<PAGE> 287

METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS ARE IN MILLIONS UNLESS OTHERWISE STATED.)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Metropolitan Life Insurance Company ("MetLife") and its subsidiaries (the
"Company") is a leading provider of insurance and financial services to a broad
section of institutional and individual customers. The Company offers life
insurance, annuities and mutual funds to individuals and group insurance and
retirement and savings products and services to corporations and other
institutions.

PLAN OF REORGANIZATION

On September 28, 1999, the board of directors of MetLife adopted, pursuant
to the New York Insurance Law, a plan of reorganization, and subsequently
adopted amendments to the plan, pursuant to which MetLife proposes to convert
from a mutual life insurance company to a stock life insurance company and
become a wholly-owned subsidiary of MetLife, Inc. The plan was approved by
MetLife's voting policyholders on February 7, 2000. The plan will become
effective at such time as the New York Superintendent of Insurance
("Superintendent") approves it based on finding, among other things, that the
plan is fair and equitable to policyholders. The plan requires an initial public
offering of common stock and provides for other capital raising transactions on
the effective date of the plan.

On the date the plan of reorganization becomes effective, each
policyholder's membership interest will be extinguished and each eligible
policyholder will be entitled to receive, in exchange for that interest, trust
interests representing shares of common stock of MetLife, Inc. to be held in a
trust, cash or an adjustment to their policy values in the form of policy
credits, as provided in the plan. In addition, when MetLife demutualizes,
MetLife's Canadian branch will make cash payments to holders of certain policies
transferred to Clarica Life Insurance Company ("Clarica Life") in connection
with the sale of a substantial portion of MetLife's Canadian operations in 1998.
See Note 9.

The plan of reorganization requires that MetLife establish and operate a
closed block for the benefit of holders of certain individual life insurance
policies of MetLife. Assets will be allocated to the closed block in an amount
that is expected to produce cash flows which, together with anticipated revenue
from the policies included in the closed block, are reasonably expected to be
sufficient to support obligations and liabilities relating to these policies,
including, but not limited to, provisions for the payment of claims and certain
expenses and taxes, and for the continuation of policyholder dividend scales in
effect for 1999, if the experience underlying such dividend scales continues,
and for appropriate adjustments in such scales if the experience changes. The
closed block assets, the cash flows generated by the closed block assets and the
anticipated revenues from the policies in the closed block will benefit only the
holders of these policies included in the closed block. To the extent that, over
time, cash flows from the assets allocated to the closed block and claims and
other experience relating to the closed block are, in the aggregate, more or
less favorable than assumed in establishing the closed block, total dividends
paid to the closed block policyholders in the future may be greater than or less
than which would have been paid to these policyholders if the policyholder
dividend scales in effect for 1999 had been continued. Any cash flows in excess
of amounts assumed will be available for distribution over time to closed block
policyholders and will not be available to stockholders. The closed block will
continue in effect until the last policy in the closed block is no longer in
force.

F-12
<PAGE> 288
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The accounting principles to account for the participating policies
included in the closed block will be those used prior to the date of the
demutualization. However, a policyholder dividend obligation will be established
for earnings that will be paid to policyholders as additional dividends in the
amounts described below, unless these earnings are offset by future unfavorable
experience in the closed block. Although all of the cash flows of the closed
block are for the benefit of closed block policyholders, the excess of closed
block liabilities over closed block assets at the effective date will represent
the estimated maximum future contributions from the closed block expected to be
reported in income as the contribution from the closed block after income taxes.
The contribution from the closed block will be recognized in income over the
period the policies and contracts in the closed block remain in force.
Management believes that over time the actual cumulative contributions from the
closed block will approximately equal the expected cumulative contributions, due
to the effect of dividend changes. If, over the period the closed block remains
in existence, the actual cumulative contribution from the closed block is
greater than the expected cumulative contribution from the closed block, the
expected cumulative contribution will be recognized in income with the excess
recorded as a policyholder dividend obligation, because the excess of the actual
cumulative contribution from the closed block over the expected cumulative
contribution will be paid to closed block policyholders as additional
policyholder dividends unless offset by future unfavorable experience of the
closed block. If over such period, the actual cumulative contribution from the
closed block is less than the expected cumulative contribution from the closed
block, the actual contribution will be recognized in income. However, dividends
in the future may be changed, which would be intended to increase future actual
contribution until the actual contribution equal the expected cumulative
contribution.

BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles ("GAAP"). The New York
State Insurance Department (the "Department") recognizes only statutory
accounting practices for determining and reporting the financial condition and
results of operations of an insurance company for determining solvency under the
New York Insurance Law. No consideration is given by the Department to financial
statements prepared in accordance with GAAP in making such determination.

The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. The most significant estimates include those used
in determining deferred policy acquisition costs, investment allowances and the
liability for future policyholder benefits. Actual results could differ from
those estimates.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
MetLife and its subsidiaries, partnerships and joint ventures in which MetLife
has a majority voting interest or general partner interest with limited removal
rights by limited partners. All material intercompany accounts and transactions
have been eliminated.

The Company accounts for its investments in real estate joint ventures and
other limited partnership interests in which it does not have a controlling
interest, but more than a minimal interest, under the equity method of
accounting.

F-13
<PAGE> 289
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Minority interest related to consolidated entities included in other
liabilities was $245 and $274 at December 31, 1999 and 1998, respectively.

Certain amounts in the prior years' consolidated financial statements have
been reclassified to conform with the 1999 presentation.

INVESTMENTS

The Company's fixed maturity and equity securities are classified as
available-for-sale and are reported at their estimated fair value. Unrealized
investment gains and losses on securities are recorded as a separate component
of other comprehensive income (loss), net of policyholder related amounts and
deferred income taxes. The cost of fixed maturity and equity securities is
adjusted for impairments in value deemed to be other than temporary. These
adjustments are recorded as realized losses on investments. Realized gains and
losses on sales of securities are determined on a specific identification basis.
All security transactions are recorded on a trade date basis.

Mortgage loans on real estate are stated at amortized cost, net of
valuation allowances. Valuation allowances are established for the excess
carrying value of the mortgage loan over its estimated fair value when it is
probable that, based upon current information and events, the Company will be
unable to collect all amounts due under the contractual terms of the loan
agreement. Valuation allowances are based upon the present value of expected
future cash flows discounted at the loan's original effective interest rate or
the collateral value if the loan is collateral dependent. Interest income earned
on impaired loans is accrued on the net carrying value amount of the loan based
on the loan's effective interest rate.

Real estate, including related improvements, is stated at cost less
accumulated depreciation. Depreciation is provided on a straight-line basis over
the estimated useful life of the asset (typically 20 to 40 years). Cost is
adjusted for impairment whenever events or changes in circumstances indicate the
carrying amount of the asset may not be recoverable. Impaired real estate is
written down to estimated fair value with the impairment loss being included in
realized losses on investments. Impairment losses are based upon the estimated
fair value of real estate, which is generally computed using the present value
of expected future cash flows from the real estate discounted at a rate
commensurate with the underlying risks. Real estate acquired in satisfaction of
debt is recorded at estimated fair value at the date of foreclosure. Valuation
allowances on real estate held-for-sale are computed using the lower of
depreciated cost or estimated fair value, net of disposition costs.

Policy loans are stated at unpaid principal balances.

Short-term investments are stated at amortized cost, which approximates
fair value.

DERIVATIVE INSTRUMENTS

The Company uses derivative instruments to manage market risk through one
of four principal risk management strategies: the hedging of invested assets,
liabilities, portfolios of assets or liabilities and anticipated transactions.
The Company's derivative strategy employs a variety of instruments including
financial futures, financial forwards, interest rate and foreign currency swaps,
floors, foreign exchange contracts, caps and options.

The Company's derivative program is monitored by senior management. The
Company's risk of loss is typically limited to the fair value of its derivative
instruments and not to the notional or contractual amounts of these derivatives.
Risk arises from changes in the fair value of the

F-14
<PAGE> 290
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

underlying instruments and, with respect to over-the-counter transactions, from
the possible inability of counterparties to meet the terms of the contracts. The
Company has strict policies regarding the financial stability and credit
standing of its major counterparties.

The Company's derivative instruments are designated as hedges and are
highly correlated to the underlying risk at contract inception. The Company
monitors the effectiveness of its hedges throughout the contract term using an
offset ratio of 80 to 125 percent as its minimum acceptable threshold for hedge
effectiveness. Derivative instruments that lose their effectiveness are marked
to market through net investment income.

Gains or losses on financial futures contracts entered into in anticipation
of investment transactions are deferred and, at the time of the ultimate
investment purchase or disposition, recorded as an adjustment to the basis of
the purchased assets or to the proceeds on disposition. Gains or losses on
financial futures used in asset risk management are deferred and amortized into
net investment income over the remaining term of the investment. Gains or losses
on financial futures used in portfolio risk management are deferred and
amortized into net investment income or policyholder benefits over the remaining
life of the hedged sector of the underlying portfolio.

Financial forward contracts that are entered into to purchase securities
are marked to fair value through other comprehensive income (loss), similar to
the accounting for the investment security. Such contracts are accounted for at
settlement by recording the purchase of the specified securities at the
contracted value. Gains or losses resulting from the termination of forward
contracts are recognized immediately as a component of net investment income.

Interest rate and certain foreign currency swaps involve the periodic
exchange of payments without the exchange of underlying principal or notional
amounts. Net receipts or payments are accrued and recognized over the term of
the swap agreement as an adjustment to net investment income or other expense.
Gains or losses resulting from swap terminations are amortized over the
remaining term of the underlying asset or liability. Gains and losses on swaps
and certain foreign forward exchange contracts entered into in anticipation of
investment transactions are deferred and, at the time of the ultimate investment
purchase or disposition, reflected as an adjustment to the basis of the
purchased assets or to the proceeds of disposition. In the event the asset or
liability underlying a swap is disposed of, the swap position is closed
immediately and any gain or loss is recorded as an adjustment to the proceeds
from disposition.

The Company periodically enters into collars, which consist of purchased
put and written call options, to lock in unrealized gains on equity securities.
Collars are marked to market through other comprehensive income (loss), similar
to the accounting for the underlying equity securities. Purchased interest rate
caps and floors are used to offset the risk of interest rate changes related to
insurance liabilities. Premiums paid on floors, caps and options are split into
two components, time value and intrinsic value. Time value is amortized over the
life of the applicable derivative instrument. The intrinsic value and any gains
or losses relating to these derivative instruments adjust the basis of the
underlying asset or liability and are recognized as a component of net
investment income over the term of the underlying asset or liability being
hedged as an adjustment to the yield.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

F-15
<PAGE> 291
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Property, equipment and leasehold improvements, which are included in other
assets, are stated at cost, less accumulated depreciation and amortization.
Depreciation is determined using either the straight-line or
sum-of-the-years-digits method over the estimated useful lives of the assets.
Estimated lives range from 20 to 40 years for real estate and 5 to 15 years for
all other property and equipment. Accumulated depreciation of property and
equipment and accumulated amortization on leasehold improvements was $1,130 and
$1,098 at December 31, 1999 and 1998, respectively. Related depreciation and
amortization expense was $103, $116 and $103 for the years ended December 31,
1999, 1998 and 1997, respectively.

DEFERRED POLICY ACQUISITION COSTS

The costs of acquiring new insurance business that vary with, and are
primarily related to, the production of new business are deferred. Such costs,
which consist principally of commissions, agency and policy issue expenses, are
amortized with interest over the expected life of the contract for participating
traditional life, universal life and investment-type products. Generally,
deferred policy acquisition costs are amortized in proportion to the present
value of estimated gross margins or profits from investment, mortality, expense
margins and surrender charges. Interest rates are based on rates in effect at
the inception of the contracts. Actual gross margins or profits can vary from
management's estimates resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates and evaluates the
recoverability of deferred policy acquisition costs. When appropriate,
management revises its assumptions of the estimated gross margins or profits of
these contracts, and the cumulative amortization is re-estimated and adjusted by
a cumulative charge or credit to current operations.

Deferred policy acquisition costs for non-participating traditional life,
non-medical health and annuity policies with life contingencies are amortized in
proportion to anticipated premiums. Assumptions as to anticipated premiums are
made at the date of policy issuance and are consistently applied during the
lives of the contracts. Deviations from estimated experience are included in
operations when they occur. For these contracts, the amortization period is
typically the estimated life of the policy.

Deferred policy acquisition costs related to internally replaced contracts
are expensed at date of replacement.

Deferred policy acquisition costs for property and casualty insurance
contracts, which are primarily comprised of commissions and certain underwriting
expenses, are deferred and amortized on a pro rata basis over the applicable
contract term or reinsurance treaty.

On September 28, 1999, the Company's Board of Directors adopted a plan of
reorganization. Consequently, in the fourth quarter of 1999, the Company was
able to commit to state insurance regulatory authorities that it would establish
investment sub-segments to further align investments with the traditional
individual life business of the Individual segment. As a result, future
dividends for the traditional individual life business will be determined based
on the results of the new investment sub-segments. Additionally, estimated
future gross margins used to determine amortization of deferred policy
acquisition costs and the amount of unrealized investment gains and losses
relating to these products are based on investments in the new sub-segments.
Using the investments in the sub-segments to determine estimated gross margins
and unrealized investment gains and losses increased 1999 amortization of
deferred policy acquisition costs by $56 (net of income taxes of $32) and
decreased other comprehensive loss in 1999 by $123 (net of income taxes of $70).

F-16
<PAGE> 292
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Information regarding deferred policy acquisition costs is as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at January 1.................................. $ 6,538 $6,436 $7,227
Capitalized during the year........................... 1,160 1,025 1,000
------- ------ ------
Total............................................ 7,698 7,461 8,227
------- ------ ------
Amortization allocated to:
Net realized investment gains (losses).............. (46) 240 70
Unrealized investment gains (losses)................ (1,628) (216) 727
Other expenses...................................... 862 587 771
------- ------ ------
Total amortization............................... (812) 611 1,568
------- ------ ------
Dispositions and other................................ (18) (312) (223)
------- ------ ------
Balance at December 31................................ $ 8,492 $6,538 $6,436
======= ====== ======
</TABLE>

Amortization of deferred policy acquisition costs is allocated to (1)
realized investment gains and losses to provide consolidated statement of income
information regarding the impact of such gains and losses on the amount of the
amortization, (2) unrealized investment gains and losses to provide information
regarding the amount of deferred policy acquisition costs that would have been
amortized if such gains and losses had been realized and (3) other expenses to
provide amounts related to the gross margins or profits originating from
transactions other than investment gains and losses.

Realized investment gains and losses related to certain products have a
direct impact on the amortization of deferred policy acquisition costs.
Presenting realized investment gains and losses net of related amortization of
deferred policy acquisition costs provides information useful in evaluating the
operating performance of the Company. This presentation may not be comparable to
presentations made by other insurers.

INTANGIBLE ASSETS

The excess of cost over the fair value of net assets acquired ("goodwill")
and other intangible assets, including the value of business acquired, are
included in other assets. Goodwill is amortized on a straight-line basis over a
period ranging from 10 to 30 years. The Company continually reviews goodwill to
assess recoverability from future operations using undiscounted cash flows.
Impairments are recognized in operating results if a permanent diminution in
value is deemed to have occurred. Other intangible assets are amortized over the
expected policy or contract duration in relation to the present value of
estimated gross profits from such policies and contracts.

<TABLE>
<CAPTION>
GOODWILL OTHER INTANGIBLE ASSETS
-------------------- --------------------------
1999 1998 1997 1999 1998 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
YEARS ENDED DECEMBER 31
Net Balance at January 1.............. $404 $359 $136 $1,006 $1,055 $ 767
Acquisitions.......................... 237 67 240 156 39 355
Amortization.......................... (30) (22) (17) (114) (88) (67)
---- ---- ---- ------ ------ ------
Net Balance at December 31............ $611 $404 $359 $1,048 $1,006 $1,055
==== ==== ==== ====== ====== ======
DECEMBER 31
Accumulated amortization.............. $118 $ 88 $ 392 $ 278
==== ==== ====== ======
</TABLE>

F-17
<PAGE> 293
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FUTURE POLICY BENEFITS AND POLICYHOLDER ACCOUNT BALANCES

Future policy benefit liabilities for participating traditional life
insurance policies are equal to the aggregate of (a) net level premium reserves
for death and endowment policy benefits (calculated based upon the nonforfeiture
interest rate, ranging from 3% to 10%, and mortality rates guaranteed in
calculating the cash surrender values described in such contracts), (b) the
liability for terminal dividends and (c) premium deficiency reserves, which are
established when the liabilities for future policy benefits plus the present
value of expected future gross premiums are insufficient to provide for expected
future policy benefits and expenses after deferred policy acquisition costs are
written off.

Future policy benefit liabilities for traditional annuities are equal to
accumulated contractholder fund balances during the accumulation period and the
present value of expected future payments after annuitization. Interest rates
used in establishing such liabilities range from 3% to 8%. Future policy benefit
liabilities for non-medical health insurance are calculated using the net level
premium method and assumptions as to future morbidity, withdrawals and interest,
which provide a margin for adverse deviation. Interest rates used in
establishing such liabilities range from 3% to 10%. Future policy benefit
liabilities for disabled lives are estimated using the present value of benefits
method and experience assumptions as to claim terminations, expenses and
interest. Interest rates used in establishing such liabilities range from 3% to
10%.

Policyholder account balances for universal life and investment-type
contracts are equal to the policy account values, which consist of an
accumulation of gross premium payments plus credited interest, ranging from 2%
to 17%, less expenses, mortality charges and withdrawals.

The liability for unpaid claims and claim expenses for property and
casualty insurance represents the amount estimated for claims that have been
reported but not settled and claims incurred but not reported. Liabilities for
unpaid claims are estimated based upon the Company's historical experience and
other actuarial assumptions that consider the effects of current developments,
anticipated trends and risk management programs. Revisions of these estimates
are included in operations in the year such refinements are made.

RECOGNITION OF INSURANCE REVENUE AND RELATED BENEFITS

Premiums related to traditional life and annuity policies with life
contingencies are recognized as revenues when due. Benefits and expenses are
provided against such revenues to recognize profits over the estimated lives of
the policies. When premiums are due over a significantly shorter period than the
period over which benefits are provided, any excess profit is deferred and
recognized into operations in a constant relationship to insurance in-force or,
for annuities, the amount of expected future policy benefit payments.

Premiums related to non-medical health contracts are recognized on a pro
rata basis over the applicable contract term.

Premiums related to universal life and investment-type products are
credited to policyholder account balances. Revenues from such contracts consist
of amounts assessed against policyholder account balances for mortality, policy
administration and surrender charges. Amounts that are charged to operations
include interest credited and benefit claims incurred in excess of related
policyholder account balances.

Premiums related to property and casualty contracts are recognized as
revenue on a pro rata basis over the applicable contract term. Unearned premiums
are included in other liabilities.

F-18
<PAGE> 294
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DIVIDENDS TO POLICYHOLDERS

Dividends to policyholders are determined annually by the board of
directors. The aggregate amount of policyholders' dividends is related to actual
interest, mortality, morbidity and expense experience for the year, as well as
management's judgment as to the appropriate level of statutory surplus to be
retained by MetLife and its insurance subsidiaries.

DIVIDEND RESTRICTIONS

MetLife, when it converts from a mutual life insurance company to a stock
life insurance company, may be restricted as to the amounts it may pay as
dividends to MetLife, Inc. Under the New York Insurance Law, the Superintendent
has broad discretion to determine whether the financial condition of a stock
life insurance company would support the payment of dividends to its
shareholders. The Department has established informal guidelines for the
Superintendent's determinations which focus upon, among other things, the
overall financial condition and profitability of the insurer under statutory
accounting practices.

PARTICIPATING BUSINESS

Participating business represented approximately 19% and 21% of the
Company's life insurance in-force, and 84% and 81% of the number of life
insurance policies in-force, at December 31, 1999 and 1998, respectively.
Participating policies represented approximately 42% and 44%, 39% and 40%, and
41% and 41% of gross and net life insurance premiums for the years ended
December 31, 1999, 1998 and 1997, respectively.

INCOME TAXES

MetLife and its includable life insurance and non-life insurance
subsidiaries file a consolidated U.S. federal income tax return in accordance
with the provisions of the Internal Revenue Code, as amended (the "Code"). Under
the Code, the amount of federal income tax expense incurred by mutual life
insurance companies includes an equity tax calculated based upon a prescribed
formula that incorporates a differential earnings rate between stock and mutual
life insurance companies. MetLife will not be subject to the equity tax when it
converts to a stock life insurance company. The future tax consequences of
temporary differences between financial reporting and tax bases of assets and
liabilities are measured at the balance sheet dates and are recorded as deferred
income tax assets and liabilities.

REINSURANCE

The Company has reinsured certain of its life insurance and property and
casualty insurance contracts with other insurance companies under various
agreements. Amounts due from reinsurers are estimated based upon assumptions
consistent with those used in establishing the liabilities related to the
underlying reinsured contracts. Policy and contract liabilities are reported
gross of reinsurance credits. Deferred policy acquisition costs are reduced by
amounts recovered under reinsurance contracts. Amounts received from reinsurers
for policy administration are reported in other revenues.

SEPARATE ACCOUNTS

Separate accounts are established in conformity with insurance laws and are
generally not chargeable with liabilities that arise from any other business of
the Company. Separate account assets are subject to general account claims only
to the extent the value of such assets exceeds

F-19
<PAGE> 295
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the separate account liabilities. Investments (stated at estimated fair value)
and liabilities of the separate accounts are reported separately as assets and
liabilities. Deposits to separate accounts, investment income and realized and
unrealized gains and losses on the investments of the separate accounts accrue
directly to contractholders and, accordingly, are not reflected in the Company's
consolidated statements of income and cash flows. Mortality, policy
administration and surrender charges to all separate accounts are included in
revenues. See Note 6.

FOREIGN CURRENCY TRANSLATION

Balance sheet accounts of foreign operations are translated at the exchange
rates in effect at each year-end and income and expense accounts are translated
at the average rates of exchange prevailing during the year. The local
currencies of foreign operations are the functional currencies unless the local
economy is highly inflationary. Translation adjustments are charged or credited
directly to other comprehensive income (loss). Gains and losses from foreign
currency transactions are reported in other expenses and were insignificant for
all years presented.

EXTRAORDINARY ITEM -- DEMUTUALIZATION EXPENSE

The accompanying consolidated statements of income include extraordinary
charges of $225 (net of income taxes of $35) and $4 (net of income taxes of $2)
for the years ended December 31, 1999 and 1998, respectively, related to costs
associated with the demutualization.

APPLICATION OF ACCOUNTING PRONOUNCEMENTS

Effective January 1, 1999, the Company adopted Statement of Position
("SOP") 98-5, Reporting on the Costs of Start-Up Activities ("SOP 98-5"). SOP
98-5 broadly defines start-up activities. SOP 98-5 requires costs of start-up
activities and organization costs to be expensed as incurred. Adoption of SOP
98-5 did not have a material effect on the Company's consolidated financial
statements.

Effective January 1, 1999, the Company adopted SOP 98-1, Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use ("SOP 98-1").
SOP 98-1 provides guidance for determining when an entity should capitalize or
expense external and internal costs of computer software developed or obtained
for internal use. Adoption of the provisions of SOP 98-1 had the effect of
increasing other assets by $82 at December 31, 1999.

Effective January 1, 1999, the Company adopted SOP 97-3, Accounting for
Insurance and Other Enterprises for Insurance Related Assessments ("SOP 97-3").
SOP 97-3 provides guidance on accounting by insurance and other enterprises for
assessments related to insurance activities including recognition, measurement
and disclosure of guaranty fund and other insurance related assessments.
Adoption of SOP 97-3 did not have a material effect on the Company's
consolidated financial statements.

In 1998, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 125, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities ("SFAS 125") which were
deferred by SFAS 127, Deferral of the Effective Date of Certain Provisions of
FASB Statement No. 125. The deferred provisions provide accounting and reporting
standards related to repurchase agreements, dollar rolls, securities lending and
similar transactions. Adoption of the provisions had the effect of increasing
assets and liabilities by $3,769 at December 31, 1998 and increasing other
revenues and other expenses by $266 for the year ended December 31, 1998.

F-20
<PAGE> 296
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During 1997, the Company changed to the retrospective interest method of
accounting for investment income on structured notes in accordance with Emerging
Issues Task Force Consensus No. 96-12, Recognition of Interest Income and
Balance Sheet Classification of Structured Notes. This accounting change
increased 1997 net investment income by $175, which included an immaterial
amount related to prior years.

In June 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 137, Accounting for Derivative Instruments
and Hedging Activities -- Deferral of the Effective Date of FASB Statement No.
133 ("SFAS 137"). SFAS 137 defers the provisions of Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities ("SFAS 133") until January 1, 2001. SFAS 133 requires, among other
things, that all derivatives be recognized in the consolidated balance sheets as
either assets or liabilities and measured at fair value. The corresponding
derivative gains and losses should be reported based upon the hedge
relationship, if such a relationship exists. Changes in the fair value of
derivatives that are not designated as hedges or that do not meet the hedge
accounting criteria in SFAS 133 are required to be reported in income. The
Company is in the process of quantifying the impact of SFAS 133 on its
consolidated financial statements.

In October 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-7, Accounting for Insurance
and Reinsurance Contracts That Do Not Transfer Insurance Risk ("SOP 98-7"). SOP
98-7 provides guidance on the method of accounting for insurance and reinsurance
contracts that do not transfer insurance risk, defined in the SOP as the deposit
method. SOP 98-7 classifies insurance and reinsurance contracts for which the
deposit method is appropriate into those that 1) transfer only significant
timing risk, 2) transfer only significant underwriting risk, 3) transfer neither
significant timing or underwriting risk and 4) have an indeterminate risk. The
Company is required to adopt SOP 98-7 as of January 1, 2000. Adoption of SOP
98-7 is not expected to have a material effect on the Company's consolidated
financial statements.

2. INVESTMENTS

The components of net investment income were as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Fixed maturities.................................... $ 6,766 $ 6,563 $ 6,445
Equity securities................................... 40 78 50
Mortgage loans on real estate....................... 1,479 1,572 1,684
Real estate and real estate joint ventures.......... 1,426 1,529 1,718
Policy loans........................................ 340 387 368
Other limited partnership interests................. 199 196 302
Cash, cash equivalents and short-term investments... 173 187 169
Other............................................... 501 841 368
------- ------- -------
10,924 11,353 11,104
Less: Investment expenses........................... 1,108 1,125 1,613
------- ------- -------
$ 9,816 $10,228 $ 9,491
======= ======= =======
</TABLE>

F-21
<PAGE> 297
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Net realized investment gains (losses), including changes in valuation
allowances, were as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Fixed maturities........................................ $(538) $ 573 $ 118
Equity securities....................................... 99 994 224
Mortgage loans on real estate........................... 28 23 56
Real estate and real estate joint ventures.............. 265 424 446
Other limited partnership interests..................... 33 13 12
Sales of businesses..................................... -- 531 139
Other................................................... (24) 71 23
----- ------ ------
(137) 2,629 1,018
Amounts allocable to:
Future policy benefit loss recognition................ -- (272) (126)
Deferred policy acquisition costs..................... 46 (240) (70)
Participating contracts............................... 21 (96) (35)
----- ------ ------
$ (70) $2,021 $ 787
===== ====== ======
</TABLE>

Realized investment gains (losses) have been reduced by (1) additions to
future policy benefits resulting from the need to establish additional
liabilities due to the recognition of investment gains, (2) deferred policy
acquisition cost amortization to the extent that such amortization results from
realized investment gains and losses, and (3) additions to participating
contractholder accounts when amounts equal to such investment gains and losses
are credited to the contractholders' accounts. This presentation may not be
comparable to presentations made by other insurers.

The components of net unrealized investment gains (losses), included in
accumulated other comprehensive income (loss), were as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Fixed maturities.................................... $(1,828) $ 4,809 $ 4,766
Equity securities................................... 875 832 1,605
Other invested assets............................... 165 154 294
------- ------- -------
(788) 5,795 6,665
------- ------- -------
Amounts allocable to:
Future policy benefit loss recognition............ (249) (2,248) (2,189)
Deferred policy acquisition costs................. 697 (931) (1,147)
Participating contracts........................... (118) (212) (312)
Deferred income taxes............................... 161 (864) (1,119)
------- ------- -------
491 (4,255) (4,767)
------- ------- -------
$ (297) $ 1,540 $ 1,898
======= ======= =======
</TABLE>

F-22
<PAGE> 298
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The changes in net unrealized investment gains (losses) were as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at January 1.................................. $ 1,540 $1,898 $1,028
Unrealized investment gains (losses) during the
year................................................ (6,583) (870) 3,402
Unrealized investment (gains) losses relating to:
Future policy benefit loss recognition.............. 1,999 (59) (970)
Deferred policy acquisition costs................... 1,628 216 (727)
Participating contracts............................. 94 100 (303)
Deferred income taxes................................. 1,025 255 (532)
------- ------ ------
Balance at December 31................................ $ (297) $1,540 $1,898
======= ====== ======
Net change in unrealized investment gains (losses).... $(1,837) $ (358) $ 870
======= ====== ======
</TABLE>

FIXED MATURITIES AND EQUITY SECURITIES

Fixed maturities and equity securities at December 31, 1999 were as
follows:

<TABLE>
<CAPTION>
COST OR GROSS UNREALIZED
AMORTIZED ---------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
--------- ---- ---- ----------
<S> <C> <C> <C> <C>
Fixed Maturities:
Bonds:
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies.......... $ 5,990 $ 456 $ 147 $ 6,299
States and political subdivisions.... 1,583 4 45 1,542
Foreign governments.................. 4,090 210 94 4,206
Corporate............................ 47,505 585 1,913 46,177
Mortgage and asset-backed
securities......................... 27,396 112 847 26,661
Other................................ 12,235 313 462 12,086
------- ------ ------ -------
98,799 1,680 3,508 96,971
Redeemable preferred stocks............. 10 -- -- 10
------- ------ ------ -------
$98,809 $1,680 $3,508 $96,981
======= ====== ====== =======
Equity Securities:
Common stocks........................... $ 980 $ 921 $ 35 $ 1,866
Nonredeemable preferred stocks.......... 151 -- 11 140
------- ------ ------ -------
$ 1,131 $ 921 $ 46 $ 2,006
======= ====== ====== =======
</TABLE>

F-23
<PAGE> 299
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Fixed maturities and equity securities at December 31, 1998 were as
follows:

<TABLE>
<CAPTION>
COST OR GROSS UNREALIZED
AMORTIZED ----------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
--------- ---- ---- ----------
<S> <C> <C> <C> <C>
Fixed Maturities:
Bonds:
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies.......... $ 6,640 $1,117 $ 10 $ 7,747
States and political subdivisions.... 597 26 -- 623
Foreign governments.................. 3,435 254 88 3,601
Corporate............................ 46,377 2,471 260 48,588
Mortgage and asset-backed
securities......................... 26,456 569 46 26,979
Other................................ 12,438 1,069 293 13,214
------- ------ ---- --------
95,943 5,506 697 100,752
Redeemable preferred stocks............. 15 -- -- 15
------- ------ ---- --------
$95,958 $5,506 $697 $100,767
======= ====== ==== ========
Equity Securities:
Common stocks........................... $ 1,286 $ 923 $ 77 $ 2,132
Nonredeemable preferred stocks.......... 222 4 18 208
------- ------ ---- --------
$ 1,508 $ 927 $ 95 $ 2,340
======= ====== ==== ========
</TABLE>

The Company held foreign currency derivatives with notional amounts of
$4,002 and $716 to hedge the exchange rate risk associated with foreign bonds at
December 31, 1999 and 1998, respectively. The Company also held options with
fair values of $(11) to hedge the market value of common stocks at December 31,
1998.

At December 31, 1999, fixed maturities held by the Company that were below
investment grade or not rated by an independent rating agency had an estimated
fair value of $8,813. At December 31, 1999, non-income producing fixed
maturities were insignificant.

The amortized cost and estimated fair value of bonds at December 31, 1999,
by contractual maturity date, are shown below:

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
<S> <C> <C>
Due in one year or less............................... $ 3,180 $ 3,217
Due after one year through five years................. 18,152 18,061
Due after five years through ten years................ 23,755 23,114
Due after ten years................................... 26,316 25,918
------- -------
71,403 70,310
Mortgage and asset-backed securities.................. 27,396 26,661
------- -------
$98,799 $96,971
======= =======
</TABLE>

Fixed maturities not due at a single maturity date have been included in
the above table in the year of final maturity. Actual maturities may differ from
contractual maturities due to the exercise of prepayment options.

F-24
<PAGE> 300
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Sales of securities were as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Securities classified as available-for-sale:
Proceeds.......................................... $59,852 $46,913 $69,275
Gross realized gains.............................. $ 605 $ 2,053 $ 965
Gross realized losses............................. $ 911 $ 486 $ 627
Fixed maturities classified as held-to-maturity:
Proceeds.......................................... $ -- $ -- $ 352
Gross realized gains.............................. $ -- $ -- $ 5
Gross realized losses............................. $ -- $ -- $ 1
</TABLE>

Gross realized losses above exclude writedowns recorded during 1999 for
permanently impaired available-for-sale securities of $133.

During 1997, fixed maturities with an amortized cost of $11,682 were
transferred from held-to-maturity to available-for-sale. Other comprehensive
income at the date of reclassification was increased by $198 excluding the
effects of deferred income taxes and policyholder related amounts.

Excluding investments in U.S. governments and agencies, the Company is not
exposed to any significant concentration of credit risk in its fixed maturities
portfolio.

SECURITIES LENDING PROGRAM

The Company participates in securities lending programs whereby large
blocks of securities, which are returnable to the Company on short notice and
included in investments, are loaned to third parties, primarily major brokerage
firms. The Company requires a minimum of 102% of the fair value of the loaned
securities to be separately maintained as collateral for the loans. Securities
with a cost or amortized cost of $6,458 and $4,005 and estimated fair value of
$6,391 and $4,552 were on loan under the program at December 31, 1999 and 1998,
respectively. The Company was liable for cash collateral under its control of
$6,461 and $3,769 at December 31, 1999 and 1998, respectively. This liability is
included in other liabilities. Security collateral on deposit from securities
borrowers is returnable to them on short notice and is not reflected in the
consolidated financial statements.

STATUTORY DEPOSITS

The Company had investment assets on deposit with regulatory agencies of
$476 and $466 at December 31, 1999 and 1998, respectively.

F-25
<PAGE> 301
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

MORTGAGE LOANS ON REAL ESTATE

Mortgage loans were categorized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------
1999 1998
------------------ ------------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
<S> <C> <C> <C> <C>
Commercial mortgage loans.................. $14,931 75% $12,503 74%
Agricultural mortgage loans................ 4,816 24% 4,256 25%
Residential mortgage loans................. 82 1% 241 1%
------- --- ------- ---
19,829 100% 17,000 100%
=== ===
Less: Valuation allowances................. 90 173
------- -------
$19,739 $16,827
======= =======
</TABLE>

Mortgage loans on real estate are collateralized by properties primarily
located throughout the United States. At December 31, 1999, approximately 16%,
8% and 8% of the properties were located in California, New York and Florida,
respectively. Generally, the Company (as the lender) requires that a minimum of
one-fourth of the purchase price of the underlying real estate be paid by the
borrower.

Certain of the Company's real estate joint ventures have mortgage loans
with the Company. The carrying values of such mortgages were $547 and $606 at
December 31, 1999 and 1998, respectively.

Changes in mortgage loan valuation allowances were as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at January 1................................. $ 173 $ 289 $ 469
Additions............................................ 40 40 61
Deductions for writedowns and dispositions........... (123) (130) (241)
Deductions for disposition of affiliates............. -- (26) --
----- ----- -----
Balance at December 31............................... $ 90 $ 173 $ 289
===== ===== =====
</TABLE>

A portion of the Company's mortgage loans on real estate was impaired and
consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------
1999 1998
---- ----
<S> <C> <C>
Impaired mortgage loans with valuation allowances.......... $540 $ 823
Impaired mortgage loans without valuation allowances....... 437 375
---- ------
977 1,198
Less: Valuation allowances................................. 83 149
---- ------
$894 $1,049
==== ======
</TABLE>

The average investment in impaired mortgage loans on real estate was
$1,134, $1,282 and $1,680 for the years ended December 31, 1999, 1998 and 1997,
respectively. Interest income on impaired mortgages was $101, $109 and $110 for
the years ended December 31, 1999, 1998 and 1997, respectively.

F-26
<PAGE> 302
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The investment in restructured mortgage loans on real estate was $980 and
$1,140 at December 31, 1999 and 1998, respectively. Interest income of $80, $74
and $91 was recognized on restructured loans for the years ended December 31,
1999, 1998 and 1997, respectively. Gross interest income that would have been
recorded in accordance with the original terms of such loans amounted to $92,
$87 and $116 for the years ended December 31, 1999, 1998 and 1997, respectively.

Mortgage loans on real estate with scheduled payments of 60 days (90 days
for agriculture mortgages) or more past due or in foreclosure had an amortized
cost of $44 and $65 at December 31, 1999 and 1998, respectively.

REAL ESTATE AND REAL ESTATE JOINT VENTURES

Real estate and real estate joint ventures consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1999 1998
---- ----
<S> <C> <C>
Real estate and real estate joint ventures
held-for-investment....................................... $5,440 $6,301
Impairments................................................. (289) (408)
------ ------
5,151 5,893
------ ------
Real estate and real estate joint ventures held-for-sale.... 719 546
Impairments................................................. (187) (119)
Valuation allowance......................................... (34) (33)
------ ------
498 394
------ ------
$5,649 $6,287
====== ======
</TABLE>

Accumulated depreciation on real estate was $2,235 and $2,065 at December
31, 1999 and 1998, respectively. Related depreciation expense was $247, $282 and
$338 for the years ended December 31, 1999, 1998 and 1997, respectively.

Real estate and real estate joint ventures were categorized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------
1999 1998
----------------- -----------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
<S> <C> <C> <C> <C>
Office........................................ $3,846 68% $4,265 68%
Retail........................................ 587 10% 640 10%
Apartments.................................... 474 8% 418 7%
Land.......................................... 258 5% 313 5%
Agriculture................................... 96 2% 195 3%
Other......................................... 388 7% 456 7%
------ --- ------ ---
$5,649 100% $6,287 100%
====== === ====== ===
</TABLE>

The Company's real estate holdings are primarily located throughout the
United States. At December 31, 1999, approximately 25%, 24% and 10% of the
Company's real estate holdings were located in New York, California and Texas,
respectively.

F-27
<PAGE> 303
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Changes in real estate and real estate joint ventures held-for-sale
valuation allowance were as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at January 1....................................... $ 33 $110 $ 661
Additions charged (credited) to operations................. 36 (5) (76)
Deductions for writedowns and dispositions................. (35) (72) (475)
---- ---- -----
Balance at December 31..................................... $ 34 $ 33 $ 110
==== ==== =====
</TABLE>

Investment income related to impaired real estate and real estate joint
ventures held-for-investment was $61, $105 and $28 for the years ended December
31, 1999, 1998 and 1997, respectively. Investment income related to real estate
and real estate joint ventures held-for-sale was $14, $3 and $11 for the years
ended December 31, 1999, 1998 and 1997, respectively. The carrying value of
non-income producing real estate and real estate joint ventures was $22 and $1
at December 31, 1999 and 1998, respectively.

The Company owned real estate acquired in satisfaction of debt of $47 and
$154 at December 31, 1999 and 1998, respectively.

Real estate of $37, $69 and $151 was acquired in satisfaction of debt
during the years ended December 31, 1999, 1998 and 1997, respectively.

LEVERAGED LEASES

Leveraged leases, included in other invested assets, consisted of the
following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1999 1998
---- ----
<S> <C> <C>
Investment............................................... $1,016 $1,067
Estimated residual values................................ 559 607
------ ------
1,575 1,674
Unearned income.......................................... (417) (471)
------ ------
$1,158 $1,203
====== ======
</TABLE>

The investment amounts set forth above are generally due in monthly
installments. The payment periods generally range from four to 15 years, but in
certain circumstances are as long as 30 years. Average yields range from 7% to
12%. These receivables are generally collateralized by the related property.

F-28
<PAGE> 304
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. DERIVATIVE INSTRUMENTS

The table below provides a summary of the carrying value, notional amount
and current market or fair value of derivative financial instruments (other than
equity options) held at December 31, 1999 and 1998:

<TABLE>
<CAPTION>
1999 1998
------------------------------------------ ------------------------------------------
CURRENT MARKET CURRENT MARKET
OR FAIR VALUE OR FAIR VALUE
CARRYING NOTIONAL -------------------- CARRYING NOTIONAL --------------------
VALUE AMOUNT ASSETS LIABILITIES VALUE AMOUNT ASSETS LIABILITIES
-------- -------- ------ ----------- -------- -------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Financial futures.................. $ 27 $ 3,140 $37 $ 10 $ 3 $ 2,190 $ 8 $ 6
Foreign exchange contracts......... -- -- -- -- -- 136 -- 2
Interest rate swaps................ (32) 1,316 11 40 (9) 1,621 17 50
Foreign currency swaps............. -- 4,002 26 103 (1) 580 3 62
Caps............................... 1 12,376 3 -- -- 8,391 -- --
---- ------- --- ---- --- ------- --- ----
Total contractual commitments...... $ (4) $20,834 $77 $153 $(7) $12,918 $28 $120
==== ======= === ==== === ======= === ====
</TABLE>

The following is a reconciliation of the notional amounts by derivative
type and strategy at December 31, 1999 and 1998:

<TABLE>
<CAPTION>
DECEMBER 31, 1998 TERMINATIONS/ DECEMBER 31, 1999
NOTIONAL AMOUNT ADDITIONS MATURITIES NOTIONAL AMOUNT
----------------- --------- ------------- -----------------
<S> <C> <C> <C> <C>
BY DERIVATIVE TYPE
Financial futures................... $ 2,190 $18,259 $17,309 $ 3,140
Foreign exchange contracts.......... 136 702 838 --
Interest rate swaps................. 1,621 429 734 1,316
Foreign currency swaps.............. 580 3,501 79 4,002
Caps................................ 8,391 5,860 1,875 12,376
------- ------- ------- -------
Total contractual commitments....... $12,918 $28,751 $20,835 $20,834
======= ======= ======= =======
BY STRATEGY
Liability hedging................... $ 8,741 $ 5,865 $ 2,035 $12,571
Invested asset hedging.............. 864 4,288 937 4,215
Portfolio hedging................... 2,830 13,920 14,729 2,021
Anticipated transaction hedging..... 483 4,678 3,134 2,027
------- ------- ------- -------
Total contractual commitments....... $12,918 $28,751 $20,835 $20,834
======= ======= ======= =======
</TABLE>

The following table presents the notional amounts of derivative financial
instruments by maturity at December 31, 1999:

<TABLE>
<CAPTION>
REMAINING LIFE
-------------------------------------------------------------------
ONE YEAR AFTER ONE YEAR AFTER FIVE YEARS
OR LESS THROUGH FIVE YEARS THROUGH TEN YEARS AFTER TEN YEARS TOTAL
-------- ------------------ ----------------- --------------- -----
<S> <C> <C> <C> <C> <C>
Financial futures......... $3,140 $ -- $ -- $ -- $ 3,140
Interest rate swaps....... 833 483 -- -- 1,316
Foreign currency swaps.... 7 3,371 503 121 4,002
Caps...................... 3,426 8,930 20 -- 12,376
------ ------- ---- ---- -------
Total contractual
commitments............. $7,406 $12,784 $523 $121 $20,834
====== ======= ==== ==== =======
</TABLE>

F-29
<PAGE> 305
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In addition to the derivative instruments above, the Company uses equity
option contracts as invested asset hedges. There were ninety-two thousand equity
option contracts outstanding with a carrying value of $(11) and a market value
of $(11) at December 31, 1998.

4. FAIR VALUE INFORMATION

The estimated fair values of financial instruments have been determined by
using available market information and the valuation methodologies described
below. Considerable judgment is often required in interpreting market data to
develop estimates of fair value. Accordingly, the estimates presented herein may
not necessarily be indicative of amounts that could be realized in a current
market exchange. The use of different assumptions or valuation methodologies may
have a material effect on the estimated fair value amounts.

Amounts related to the Company's financial instruments were as follows:

<TABLE>
<CAPTION>
NOTIONAL CARRYING ESTIMATED
DECEMBER 31, 1999 AMOUNT VALUE FAIR VALUE
- ----------------- -------- -------- ----------
<S> <C> <C> <C>
Assets:
Fixed maturities.................................. $96,981 $96,981
Equity securities................................. 2,006 2,006
Mortgage loans on real estate..................... 19,739 19,452
Policy loans...................................... 5,598 5,618
Short-term investments............................ 3,055 3,055
Cash and cash equivalents......................... 2,789 2,789
Mortgage loan commitments......................... $465 -- (7)
Liabilities:
Policyholder account balances..................... 37,170 36,893
Short-term debt................................... 4,208 4,208
Long-term debt.................................... 2,514 2,466
Investment collateral............................. 6,451 6,451
</TABLE>

<TABLE>
<CAPTION>
NOTIONAL CARRYING ESTIMATED
DECEMBER 31, 1998 AMOUNT VALUE FAIR VALUE
- ----------------- -------- -------- ----------
<S> <C> <C> <C>
Assets:
Fixed maturities................................. $100,767 $100,767
Equity securities................................ 2,340 2,340
Mortgage loans on real estate.................... 16,827 17,793
Policy loans..................................... 5,600 6,143
Short-term investments........................... 1,369 1,369
Cash and cash equivalents........................ 3,301 3,301
Mortgage loan commitments........................ $472 -- 14
Liabilities:
Policyholder account balances.................... 37,448 37,664
Short-term debt.................................. 3,585 3,585
Long-term debt................................... 2,903 3,006
Investment collateral............................ 3,769 3,769
</TABLE>

F-30
<PAGE> 306
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The methods and assumptions used to estimate the fair values of financial
instruments are summarized as follows:

FIXED MATURITIES AND EQUITY SECURITIES

The fair value of fixed maturities and equity securities are based upon
quotations published by applicable stock exchanges or received from other
reliable sources. For securities in which the market values were not readily
available, fair values were estimated using quoted market prices of comparable
investments.

MORTGAGE LOANS ON REAL ESTATE AND MORTGAGE LOAN COMMITMENTS

Fair values for mortgage loans on real estate are estimated by discounting
expected future cash flows, using current interest rates for similar loans with
similar credit risk. For mortgage loan commitments, the estimated fair value is
the net premium or discount of the commitments.

POLICY LOANS

Fair values for policy loans are estimated by discounting expected future
cash flows using U.S. treasury rates to approximate interest rates and the
Company's past experiences to project patterns of loan accrual and repayment
characteristics.

CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

The carrying values for cash and cash equivalents and short-term
investments approximated fair market values due to the short-term maturities of
these instruments.

POLICYHOLDER ACCOUNT BALANCES

The fair value of policyholder account balances are estimated by
discounting expected future cash flows, based on interest rates currently being
offered for similar contracts with maturities consistent with those remaining
for the agreements being valued.

SHORT-TERM AND LONG-TERM DEBT AND INVESTMENT COLLATERAL

The fair values of short-term and long-term debt and investment collateral
are determined by discounting expected future cash flows, using risk rates
currently available for debt with similar terms and remaining maturities.

DERIVATIVE INSTRUMENTS

The fair value of derivative instruments, including financial futures,
financial forwards, interest rate and foreign currency swaps, floors, foreign
exchange contracts, caps and options are based upon quotations obtained from
dealers or other reliable sources. See Note 3 for derivative fair value
disclosures.

5. EMPLOYEE BENEFIT PLANS

PENSION BENEFIT AND OTHER BENEFIT PLANS

The Company is both the sponsor and administrator of defined benefit
pension plans covering all eligible employees and sales representatives of
MetLife and certain of its subsidiaries. Retirement benefits are based upon
years of credited service and final average earnings history.

F-31
<PAGE> 307
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company also provides certain postemployment benefits and certain
postretirement health care and life insurance benefits for retired employees
through insurance contracts. Substantially all of the Company's employees may,
in accordance with the plans applicable to the postretirement benefits, become
eligible for these benefits if they attain retirement age, with sufficient
service, while working for the Company.

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------
PENSION BENEFITS OTHER BENEFITS
---------------- ----------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Change in projected benefit obligation:
Projected benefit obligation at beginning of year.... $3,920 $3,573 $1,708 $1,763
Service cost....................................... 100 90 28 31
Interest cost...................................... 271 257 107 114
Actuarial (gains) losses........................... (260) 212 (281) (74)
Divestitures, curtailments and terminations........ (22) 24 10 (13)
Change in benefits................................. -- 12 -- --
Benefits paid........................................ (272) (248) (89) (113)
------ ------ ------ ------
Projected benefit obligation at end of year.......... 3,737 3,920 1,483 1,708
------ ------ ------ ------
Change in plan assets:
Contract value of plan assets at beginning of year... 4,403 4,056 1,123 1,004
Actuarial return on plan assets.................... 575 680 141 171
Employer contribution.............................. 20 15 24 61
Benefits paid...................................... (272) (248) (89) (113)
Other payments..................................... -- (100) -- --
------ ------ ------ ------
Contract value of plan assets at end of year......... 4,726 4,403 1,199 1,123
------ ------ ------ ------
Over (under) funded.................................. 989 483 (284) (585)
------ ------ ------ ------
Unrecognized net asset at transition................. (66) (98) -- --
Unrecognized net actuarial gains..................... (564) (78) (487) (322)
Unrecognized prior service cost...................... 127 145 (2) (2)
------ ------ ------ ------
Prepaid (accrued) benefit cost....................... $ 486 $ 452 $ (773) $ (909)
====== ====== ====== ======
Qualified plan prepaid pension cost.................. $ 632 $ 568 $ -- $ --
Non-qualified plan accrued pension cost.............. (146) (116) -- --
------ ------ ------ ------
Prepaid benefit cost................................. $ 486 $ 452 $ -- $ --
====== ====== ====== ======
</TABLE>

The aggregate projected benefit obligation and aggregate contract value of
plan assets for the pension plans were as follows:

<TABLE>
<CAPTION>
NON-QUALIFIED
QUALIFIED PLAN PLAN TOTAL
---------------- -------------- ----------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Aggregate projected benefit
obligation...................... $3,482 $3,697 $ 255 $ 223 $3,737 $3,920
Aggregate contract value of plan
assets (principally Company
contracts)...................... 4,726 4,403 -- -- 4,726 4,403
------ ------ ----- ----- ------ ------
Over (under) funded............... $1,244 $ 706 $(255) $(223) $ 989 $ 483
====== ====== ===== ===== ====== ======
</TABLE>

F-32
<PAGE> 308
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The assumptions used in determining the aggregate projected benefit
obligation and aggregate contract value for the pension and other benefits were
as follows:

<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
---------------------------- -----------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average assumptions at
December 31,
Discount rate....................... 6.25% - 7.75% 6.5% - 7.25% 6% - 7.75% 7%
Expected rate of return on plan
assets............................ 8% - 10.5% 8.5% - 10.5% 6% - 9% 7.25% - 9%
Rate of compensation increase....... 4.5% - 8.5% 4.5% - 8.5% N/A N/A
</TABLE>

The assumed health care cost trend rates used in measuring the accumulated
nonpension postretirement benefit obligation were 6.5% for pre-Medicare eligible
claims and 6% for Medicare eligible claims in both 1999 and 1998.

Assumed health care cost trend rates may have a significant effect on the
amounts reported for health care plans. A one-percentage point change in assumed
health care cost trend rates would have the following effects:

<TABLE>
<CAPTION>
ONE PERCENT ONE PERCENT
INCREASE DECREASE
----------- -----------
<S> <C> <C>
Effect on total of service and interest cost components.... $ 14 $ 11
Effect of accumulated postretirement benefit obligation.... $134 $111
</TABLE>

The components of periodic benefit costs were as follows:

<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
--------------------- ------------------
1999 1998 1997 1999 1998 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Service cost............................... $ 100 $ 90 $ 74 $ 28 $ 31 $ 30
Interest cost.............................. 271 257 247 107 114 122
Expected return on plan assets............. (363) (337) (324) (89) (79) (66)
Amortization of prior actuarial gains...... (6) (11) (5) (11) (13) (4)
Curtailment (credit) cost.................. (17) (10) -- 10 4 --
----- ----- ----- ---- ---- ----
Net periodic benefit cost (credit)......... $ (15) $ (11) $ (8) $ 45 $ 57 $ 82
===== ===== ===== ==== ==== ====
</TABLE>

SAVINGS AND INVESTMENT PLANS

The Company sponsors savings and investment plans for substantially all
employees under which the Company matches a portion of employee contributions.
The Company contributed $45, $43 and $44 for the years ended December 31, 1999,
1998 and 1997, respectively.

6. SEPARATE ACCOUNTS

Separate accounts reflect two categories of risk assumption: non-guaranteed
separate accounts totaling $47,618 and $39,490 at December 31, 1999 and 1998,
respectively, for which the policyholder assumes the investment risk, and
guaranteed separate accounts totaling $17,323 and $18,578 at December 31, 1999
and 1998, respectively, for which MetLife contractually guarantees either a
minimum return or account value to the policyholder.

F-33
<PAGE> 309
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Fees charged to the separate accounts by the Company (including mortality
charges, policy administration fees and surrender charges) are reflected in the
Company's revenues as universal life and investment-type product policy fees and
totaled $485, $413 and $287 for the years ended December 31, 1999, 1998 and
1997, respectively. Guaranteed separate accounts consisted primarily of Met
Managed Guaranteed Interest Contracts and participating close out contracts. The
average interest rates credited on these contracts were 6.5% and 7% at December
31, 1999 and 1998, respectively. The assets that support these liabilities were
comprised of $16,874 and $16,639 in fixed maturities at December 31, 1999 and
1998, respectively. The portfolios are segregated from other investments and are
managed to minimize liquidity and interest rate risk. In order to minimize the
risk of disintermediation associated with early withdrawals, these investment
products carry a graded surrender charge as well as a market value adjustment.

7. DEBT

Debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1999 1998
---- ----
<S> <C> <C>
MetLife:
6.300% surplus notes due 2003.......................... $ 397 $ 397
7.000% surplus notes due 2005.......................... 249 249
7.700% surplus notes due 2015.......................... 198 198
7.450% surplus notes due 2023.......................... 296 296
7.785% surplus notes due 2024.......................... 148 148
7.800% surplus notes due 2025.......................... 248 248
Other.................................................... 130 207
------ ------
1,666 1,743
------ ------
Investment related:
Floating rate debt, interest based on LIBOR............ -- 212
Exchangeable debt, interest rates ranging from 4.90% to
5.80%, due 2001 and 2002............................ 369 371
------ ------
369 583
------ ------
Total MetLife............................................ 2,035 2,326
------ ------
Nvest:
7.060% senior notes due 2003........................... 110 110
7.290% senior notes due 2007........................... 160 160
------ ------
270 270
------ ------
Other Affiliated Companies:
Fixed rate notes, interest rates ranging from 6.96% to
8.51%, maturity dates ranging from 2000 to 2008..... 170 179
Other.................................................. 39 128
------ ------
209 307
------ ------
Total long-term debt..................................... 2,514 2,903
Total short-term debt.................................... 4,208 3,585
------ ------
$6,722 $6,488
====== ======
</TABLE>

F-34
<PAGE> 310
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Short-term debt consisted of commercial paper with a weighted average
interest rate of 6.05% and 5.31% and a weighted average maturity of 74 and 44
days at December 31, 1999 and 1998, respectively.

The Company maintains unsecured credit facilities aggregating $7,000
(five-year facility of $1,000 expiring in April 2003; 364-day facility of $1,000
expiring in April 2000; 364-day facility of $5,000 expiring in September 2000).
Both $1,000 facilities bear interest at LIBOR plus 20 basis points. The $5,000
facility bears interest at various rates under specified borrowing scenarios.
The facilities can be used for general corporate purposes and also provide
backup for the Company's commercial paper program. At December 31, 1999, there
were no outstanding borrowings under any of the facilities.

Payments of interest and principal on the surplus notes, subordinated to
all other indebtedness, may be made only with the prior approval of the
Superintendent. Subject to the prior approval of the Superintendent, the 7.45%
surplus notes may be redeemed, in whole or in part, at the election of the
Company at any time on or after November 1, 2003.

Each issue of investment related debt is payable in cash or by delivery of
an underlying security owned by the Company. The amount payable at maturity of
the debt is greater than the principal of the debt if the market value of the
underlying security appreciates above certain levels at the date of debt
repayment as compared to the market value of the underlying security at the date
of debt issuance.

The aggregate maturities of long-term debt are $93 in 2000, $194 in 2001,
$210 in 2002, $415 in 2003, $126 in 2004 and $1,477 thereafter.

Interest expense related to the Company's outstanding indebtedness was
$358, $333 and $344 for the years ended December 31, 1999, 1998 and 1997,
respectively.

8. ACQUISITIONS AND DISPOSITIONS

In 1999 and 1997, respectively, the Company acquired assets of $4,832 and
$3,777 and assumed liabilities of $1,860 and $3,347 through the acquisition of
certain insurance and non-insurance operations. The aggregate purchase prices
were allocated to the assets and liabilities acquired based on their estimated
fair values.

During 1998, the Company sold MetLife Capital Holdings, Inc. (a commercial
financing company) and a substantial portion of its Canadian and Mexican
insurance operations, which resulted in a realized investment gain of $531.
During 1997, the Company sold its United Kingdom insurance operations, which
resulted in a realized investment gain of $139. Such sales caused a reduction in
assets of $10,663 and $4,342 and liabilities of $3,691 and $4,207 in 1998 and
1997, respectively.

See Note 16 for information regarding the Company's acquisition of
GenAmerica Corporation.

9. COMMITMENTS AND CONTINGENCIES

LITIGATION

The Company is currently a defendant in approximately 500 lawsuits raising
allegations of improper marketing and sales of individual life insurance
policies or annuities. These lawsuits are generally referred to as "sales
practices claims".

F-35
<PAGE> 311
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company expects that the total cost of the settlement will be
approximately $957. This amount is equal to the amount of the increase in
liabilities for the death benefits and policy adjustments and the present value
of expected cash payments to be provided to included class members, as well as
attorneys' fees and expenses and estimated other administrative costs, but does
not include the cost of litigation with policyholders who are excluded from the
settlement. The Company believes that the cost of the settlement will be
substantially covered by available reinsurance and the provisions made in its
consolidated financial statements, and thus will not have a material adverse
effect on its business, results of operations or financial position. The Company
has not yet made a claim under those reinsurance agreements and, although there
is a risk that the carriers will refuse coverage for all or part of the claim,
the Company believes this is very unlikely to occur. The Company believes it has
made adequate provision in its consolidated financial statements for all
probable losses for sales practices claims, including litigation costs involving
policyholders who are excluded from the settlement.

The class action settlement does not resolve nine purported or certified
class actions currently pending against New England Mutual Life Insurance
Company with which the Company merged in 1996. Eight of those actions have been
consolidated as a multidistrict proceeding for pre-trial purposes in the United
States District Court in Massachusetts. That Court certified a mandatory class
as to those claims. Following an appeal of that certification, the United States
F-36
<PAGE> 312
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Court of Appeals remanded the case to the District Court for further
consideration. The Company is negotiating a settlement with class counsel.

In the past, the Company has resolved some individual sales practices
claims through settlement, dispositive motion or, in a few instances, trial.
Most of the current cases seek substantial damages, including in some cases
punitive and treble damages and attorneys' fees. Additional litigation relating
to the Company's marketing and sales of individual life insurance may be
commenced in the future.

Regulatory authorities in a small number of states, including both
insurance departments and one state attorney general, as well as the National
Association of Securities Dealers, Inc., have ongoing investigations or
inquiries relating to the Company's sales of individual life insurance policies
or annuities, including investigations of alleged improper replacement
transactions and alleged improper sales of insurance with inaccurate or
inadequate disclosures as to the period for which premiums would be payable.
Over the past several years, the Company has resolved a number of investigations
by other regulatory authorities for monetary payments and certain other relief,
and may continue to do so in the future.

MetLife is also a defendant in numerous lawsuits seeking compensatory and
punitive damages for personal injuries allegedly caused by exposure to asbestos
or asbestos-containing products. MetLife has never engaged in the business of
manufacturing, producing, distributing or selling asbestos or
asbestos-containing products. Rather, these lawsuits, currently numbering in the
thousands, have principally been based upon allegations relating to certain
research, publication and other activities of one or more of MetLife's employees
during the period from the 1920s through approximately the 1950s and alleging
that MetLife learned or should have learned of certain health risks posed by
asbestos and, among other things, improperly publicized or failed to disclose
those health risks. Legal theories asserted against MetLife have included
negligence, intentional tort claims and conspiracy claims concerning the health
risks associated with asbestos. While MetLife believes it has meritorious
defenses to these claims, and has not suffered any adverse judgments in respect
of these claims, most of the cases have been resolved by settlements. MetLife
intends to continue to exercise its best judgment regarding settlement or
defense of such cases. The number of such cases that may be brought or the
aggregate amount of any liability that MetLife may ultimately incur is
uncertain.

Significant portions of amounts paid in settlement of such cases have been
funded with proceeds from a previously resolved dispute with MetLife's primary,
umbrella and first level excess liability insurance carriers. MetLife is
presently in litigation with several of its excess

F-37
<PAGE> 313
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

liability insurers regarding amounts payable under its policies with respect to
coverage for these claims. The trial court has granted summary judgment to these
insurers. MetLife has appealed. There can be no assurances regarding the outcome
of this litigation or the amount and timing of recoveries, if any, from these
excess liability insurers. MetLife's asbestos-related litigation with these
insurers should have no effect on recoveries under the excess insurance policies
described below.

The Company has recorded, in other expenses, charges of $499 ($317
after-tax), $1,895 ($1,203 after-tax) and $300 ($190 after-tax) for the years
ended December 31, 1999, 1998 and 1997, respectively, for sales practices claims
and claims for personal injuries caused by exposure to asbestos or
asbestos-containing products. The 1999 charge was principally related to the
settlement of the multidistrict litigation proceeding involving alleged improper
sales practices, accruals for sales practices claims not covered by the
settlement and other legal costs. The 1998 charge was comprised of $925 and $970
for sales practices claims and asbestos-related claims, respectively. The
Company recorded the charges for sales practices claims based on preliminary
settlement discussions and the settlement history of other insurers.

Prior to the fourth quarter of 1998, the Company established a liability
for asbestos-related claims based on settlement costs for claims that the
Company had settled, estimates of settlement costs for claims pending against
the Company and an estimate of settlement costs for unasserted claims. The
amount for unasserted claims was based on management's estimate of unasserted
claims that would be probable of assertion. A liability is not established for
claims which management believes are only reasonably possible of assertion.
Based on this process, the accrual for asbestos-related claims at December 31,
1997 was $386. Potential liabilities for asbestos-related claims are not easily
quantified, due to the nature of the allegations against the Company, which are
not related to the business of manufacturing, producing, distributing or selling
asbestos or asbestos-containing products, adding to the uncertainty as to the
number of claims that may be brought against the Company.

During 1998, the Company decided to pursue the purchase of excess insurance
to limit its exposure to asbestos-related claims. In connection with the
negotiations with the casualty insurers to obtain this insurance, the Company
obtained information that caused management to reassess the accruals for
asbestos-related claims. This information included:

- Information from the insurers regarding the asbestos-related claims
experience of other insureds, which indicated that the number of claims
that were probable of assertion against the Company in the future was
significantly greater than it had assumed in its accruals. The number of
claims brought against the Company is generally a reflection of the
number of asbestos-related claims brought against asbestos defendants
generally and the percentage of those claims in which the Company is
included as a defendant. The information provided to the Company relating
to other insureds indicated that the Company had been included as a
defendant for a significant percentage of total asbestos-related claims
and that it may be included in a larger percentage of claims in the
future, because of greater awareness of asbestos litigation generally by
potential plaintiffs and plaintiffs' lawyers and because of the
bankruptcy and reorganization or the exhaustion of insurance coverage of
other asbestos defendants; and that, although volatile, there was an
upward trend in the number of total claims brought against asbestos
defendants.

- Information derived from actuarial calculations the Company made in the
fourth quarter of 1998 in connection with these negotiations, which
helped to frame, define and quantify this liability. These calculations
were made using, among other things, current information regarding the
Company's claims and settlement experience (which reflected the
F-38
<PAGE> 314
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Company's decision to resolve an increased number of these claims by
settlement), recent and historic claims and settlement experience of
selected other companies and information obtained from the insurers.

Based on this information, the Company concluded that certain claims that
previously were considered as only reasonably possible of assertion were now
probable of assertion, increasing the number of assumed claims to approximately
three times the number assumed in prior periods. As a result of this
reassessment, the Company increased its liability for asbestos-related claims to
$1,278 at December 31, 1998.

During 1998, the Company paid $1,407 of premiums for excess of loss
reinsurance agreements and excess insurance policies, consisting of $529 for the
excess of loss reinsurance agreements for sales practices claims and excess
mortality losses and $878 for the excess insurance policies for asbestos-related
claims.

The Company obtained the excess of loss reinsurance agreements to provide
reinsurance with respect to sales practices claims made on or prior to December
31, 1999 and for certain mortality losses in 1999. These reinsurance agreements
have a maximum aggregate limit of $650, with a maximum sublimit of $550 for
losses for sales practices claims. This coverage is in excess of an aggregate
self-insured retention of $385 with respect to sales practices claims and $506,
plus the Company's statutory policy reserves released upon the death of
insureds, with respect to life mortality losses. At December 31, 1999, the
subject losses under the reinsurance agreements due to sales practices claims
and related counsel fees from the time the Company entered into the reinsurance
agreements did not exceed that self-insured retention. The maximum sublimit of
$550 for sales practices claims was within a range of losses that management
believed were reasonably possible at December 31, 1998. Each excess of loss
reinsurance agreement for sales practices claims and mortality losses contains
an experience fund, which provides for payments to the Company at the
commutation date if experience is favorable at such date. The Company accounts
for the aggregate excess of loss reinsurance agreements as reinsurance; however,
if deposit accounting were applied, the effect on the Company's consolidated
financial statements in 1998, 1999 and 2000 would not be significant.

Under reinsurance accounting, the excess of the liability recorded for
sales practices losses recoverable under the agreements of $550 over the premium
paid of $529 results in a deferred gain of $21 which is being amortized into
income over the settlement period from January 1999 through April 2000. Under
deposit accounting, the premium would be recorded as an other asset rather than
as an expense, and the reinsurance loss recoverable and the deferred gain would
not have been recorded. Because the agreements also contain an experience fund
which increases with the passage of time, the increase in the experience fund in
1999 and 2000 under deposit accounting would be recognized as interest income in
an amount approximately equal to the deferred gain that will be amortized into
income under reinsurance accounting.

The excess insurance policies for asbestos-related claims provide for
recovery of losses up to $1,500, which is in excess of a $400 self-insured
retention ($878 of which was recorded as a recoverable at December 31, 1999 and
1998). The asbestos-related policies are also subject to annual and per-claim
sublimits. Amounts are recoverable under the policies annually with respect to
claims paid during the prior calendar year. Although amounts paid in any given
year that are recoverable under the policies will be reflected as a reduction in
the Company's operating cash flows for that year, management believes that the
payments will not have a material adverse effect on the Company's liquidity.
Each asbestos-related policy contains an experience fund and a reference fund
that provides for payments to the Company at the commutation date if experience
under the policy to such date has been favorable, or pro rata reductions from
time to
F-39
<PAGE> 315
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

time in the loss reimbursements to the Company if the cumulative return on the
reference fund is less than the return specified in the experience fund.

A purported class action suit involving policyholders in 32 states has been
filed in a Rhode Island state court against MetLife's subsidiary, Metropolitan
Property and Casualty Insurance Company, with respect to claims by policyholders
for the alleged diminished value of automobiles after accident-related repairs.
A similar "diminished value" allegation was made recently in a Texas Deceptive
Trade Practices Act letter and lawsuit which involve a Metropolitan Property and
Casualty Company policyholder. A purported class action has been filed against
Metropolitan Property and Casualty Insurance Company and its subsidiary,
Metropolitan Casualty Insurance Company, in Florida by a policyholder alleging
breach of contract and unfair trade practices with respect to Metropolitan
Casualty Insurance Company allowing the use of parts not made by the original
manufacturer to repair damaged automobiles. These suits are in the early stages
of litigation and Metropolitan Property and Casualty Insurance Company and
Metropolitan Casualty Insurance Company intend to vigorously defend themselves
against these suits. Similar suits have been filed against several other
personal lines property and casualty insurers.

The United States, the Commonwealth of Puerto Rico and various hotels and
individuals have sued MetLife Capital Corporation, a former subsidiary of the
Company, seeking damages for clean up costs, natural resource damages, personal
injuries and lost profits and taxes based upon, among other things, a release of
oil from a barge which was being towed by the M/V Emily S. In connection with
the sale of MetLife Capital, the Company acquired MetLife Capital's potential
liability with respect to the M/V Emily S lawsuit. MetLife Capital had entered
into a sale and leaseback financing arrangement with respect to the M/V Emily S.
The plaintiffs have taken the position that MetLife Capital, as the owner of
record of the M/V Emily S, is responsible for all damages caused by the barge,
including the oil spill. The governments of the United States and Puerto Rico
have claimed damages in excess of $150. At a mediation, the action brought by
the United States and Puerto Rico was conditionally settled, provided that the
governments have access to additional sums from a fund contributed to by oil
companies to help remediate oil spills. The Company can provide no assurance
that this action will be settled in this manner.

Three putative class actions have been filed by Conning Corporation
shareholders alleging that the Company's announced offer to purchase the
publicly-held Conning shares is inadequate and constitutes a breach of fiduciary
duty (see Note 16). The Company believes the actions are without merit, and
expects that they will not materially affect its offer to purchase the shares.

A civil complaint challenging the fairness of the plan of reorganization
and the adequacy and accuracy of the disclosures to policyholders regarding the
plan has been filed in New York Supreme Court for Kings County on behalf of an
alleged class consisting of the policyholders of MetLife who should have
membership benefits in MetLife and were and are eligible to receive notice, vote
and receive consideration in the demutualization. The complaint seeks to enjoin
or rescind the plan and seeks other relief. The defendants named in the
complaint are MetLife and the individual members of its board of directors and
MetLife, Inc. MetLife believes that the allegations made in the complaint are
wholly without merit, and intends to vigorously contest the complaint.

Various litigation, claims and assessments against the Company, in addition
to those discussed above and those otherwise provided for in the Company's
consolidated financial statements, have arisen in the course of the Company's
business, including, but not limited to, in connection with its activities as an
insurer, employer, investor, investment advisor and taxpayer. Further, state
insurance regulatory authorities and other Federal and state authorities
regularly
F-40
<PAGE> 316
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

make inquiries and conduct investigations concerning the Company's compliance
with applicable insurance and other laws and regulations.

In some of the matters referred to above, very large and/or indeterminate
amounts, including punitive and treble damages, are sought. While it is not
feasible to predict or determine the ultimate outcome of all pending
investigations and legal proceedings or provide reasonable ranges of potential
losses, it is the opinion of the Company's management that their outcomes, after
consideration of available insurance and reinsurance and the provisions made in
the Company's consolidated financial statements, are not likely to have a
material adverse effect on the Company's consolidated financial position.
However, given the large and/or indeterminate amounts sought in certain of these
matters and the inherent unpredictability of litigation, it is possible that an
adverse outcome in certain matters could, from time to time, have a material
adverse effect on the Company's operating results or cash flows in particular
quarterly or annual periods.

TRANSFERRED CANADIAN POLICIES

In July 1998, MetLife sold a substantial portion of its Canadian operations
to Clarica Life. As part of that sale, a large block of policies in effect with
MetLife in Canada were 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 MetLife and, therefore,
are 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, if MetLife demutualizes, its Canadian branch will make
cash payments to those who are, or are deemed to be, holders of those
transferred Canadian policies. The payments, which will be recorded in other
expenses in the same period as the effective date of the plan, will be
determined in a manner that is consistent with the treatment of, and fair and
equitable to, eligible policyholders of MetLife. The amount of the payment is
dependent upon the initial public offering price of common stock to be issued on
the effective date of the plan of demutualization.

YEAR 2000

The Year 2000 issue was the result of the widespread use of computer
programs written using two digits (rather than four) to define the applicable
year. Such programming was a common industry practice designed to avoid the
significant costs associated with additional mainframe capacity necessary to
accommodate a four-digit field. As a result, any of the Company's computer
systems that have time-sensitive software may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in major system failures
or miscalculations. The Company has conducted a comprehensive review of its
computer systems to identify the systems that could be affected by the Year 2000
issue and has implemented a plan to resolve the issue. There can be no
assurances that the Year 2000 plan of the Company or that of its vendors or
third parties have resolved all Year 2000 issues. Further, there can be no
assurance that there will not be any future system failure or that such failure,
if any, will not have a material impact on the operations of the Company.

LEASES

In accordance with industry practice, certain of the Company's income from
lease agreements with retail tenants is contingent upon the level of the
tenants' sales revenues. Additionally, the Company, as lessee, has entered into
various lease and sublease agreements

F-41
<PAGE> 317
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

for office space, data processing and other equipment. Future minimum rental and
subrental income and minimum gross rental payments relating to these lease
agreements were as follows:

<TABLE>
<CAPTION>
GROSS
RENTAL SUBLEASE RENTAL
INCOME INCOME PAYMENTS
------ -------- --------
<S> <C> <C> <C>
2000......................................... $ 817 $13 $156
2001......................................... 740 12 135
2002......................................... 689 11 111
2003......................................... 612 9 90
2004......................................... 542 9 69
Thereafter................................... 2,032 27 299
</TABLE>

10. INCOME TAXES

The provision for income taxes was as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Current:
Federal................................................... $643 $668 $370
State and local........................................... 24 60 10
Foreign................................................... 4 99 26
---- ---- ----
671 827 406
---- ---- ----
Deferred:
Federal................................................... (78) (25) 28
State and local........................................... 2 (8) 9
Foreign................................................... (2) (54) 25
---- ---- ----
(78) (87) 62
---- ---- ----
Provision for income taxes.................................. $593 $740 $468
==== ==== ====
</TABLE>

Reconciliations of the income tax provision at the U.S. statutory rate to
the provision for income taxes as reported were as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Tax provision at U.S. statutory rate........................ $502 $730 $585
Tax effect of:
Tax exempt investment income.............................. (39) (40) (30)
Surplus tax............................................... 125 18 (40)
State and local income taxes.............................. 18 31 15
Tax credits............................................... (5) (25) (15)
Prior year taxes.......................................... (31) 4 (2)
Sale of businesses........................................ -- (19) (41)
Other, net................................................ 23 41 (4)
---- ---- ----
Provision for income taxes.................................. $593 $740 $468
==== ==== ====
</TABLE>

F-42
<PAGE> 318
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Deferred income taxes represent the tax effect of the differences between
the book and tax basis of assets and liabilities. Net deferred income tax assets
and liabilities consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1999 1998
---- ----
<S> <C> <C>
Deferred income tax assets:
Policyholder liabilities and receivables............... $3,042 $3,108
Net operating losses................................... 72 22
Net unrealized investment losses....................... 161 --
Employee benefits...................................... 192 174
Litigation related..................................... 468 312
Other.................................................. 242 158
------ ------
4,177 3,774
Less: Valuation allowance.............................. 72 21
------ ------
4,105 3,753
------ ------
Deferred income tax liabilities:
Investments............................................ 1,472 1,529
Deferred policy acquisition costs...................... 1,967 1,887
Net unrealized investment gains........................ -- 864
Other.................................................. 63 18
------ ------
3,502 4,298
------ ------
Net deferred income tax asset (liability)................ $ 603 $ (545)
====== ======
</TABLE>

Foreign net operating loss carryforwards generated deferred income tax
benefits of $72 and $21 at December 31, 1999 and 1998, respectively. The Company
has recorded a valuation allowance related to these tax benefits. The valuation
allowance reflects management's assessment, based on available information, that
it is more likely than not that the deferred income tax asset for foreign net
operating loss carryforwards will not be realized. The benefit will be
recognized when management believes that it is more likely than not that the
portion of the deferred income tax asset is realizable.

The Company has been audited by the Internal Revenue Service for the years
through and including 1993. The Company is being audited for the years 1994,
1995 and 1996. The Company believes that any adjustments that might be required
for open years will not have a material effect on the Company's consolidated
financial statements.

11. REINSURANCE

The Company assumes and cedes insurance with other insurance companies. The
Company continually evaluates the financial condition of its reinsurers and
monitors concentration of credit risk in an effort to minimize its exposure to
significant losses from reinsurer insolvencies. The Company is contingently
liable with respect to ceded reinsurance should any reinsurer be unable to meet
its obligations under these agreements. The amounts in the consolidated
statements of income are presented net of reinsurance ceded.

The Company's life insurance operations participate in reinsurance in order
to limit losses, minimize exposure to large risks and to provide additional
capacity for future growth. During

F-43
<PAGE> 319
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1998, the Company began reinsuring, under yearly renewal term policies, 90
percent of the mortality risk on universal life policies issued after 1983. The
Company also reinsures 90 percent of the mortality risk on term life insurance
policies issued after 1995 under yearly renewal term policies and coinsures 100
percent of the mortality risk in excess of $25 and $35 on single and joint
survivorship policies, respectively.

During 1997, the Company obtained a 100 percent coinsurance policy to
provide coverage for contractual payments generated by certain portions of the
Company's non-life contingency long-term guaranteed interest contracts and
structured settlement lump sum contracts issued during the periods 1991 through
1993. The policy was amended in 1998 to include structured settlement lump sum
payments issued during the period 1983 through 1990, 1994 and 1995. Reinsurance
recoverables under the contract, which has been accounted for as a financing
transaction, were $1,372 and $1,374 at December 31, 1999 and 1998, respectively.

See Note 9 for information regarding certain excess of loss reinsurance
agreements providing coverage for risks associated primarily with sales
practices claims.

The Company has exposure to catastrophes, which are an inherent risk of the
property and casualty insurance business and could contribute to material
fluctuations in the Company's results of operations. The Company uses excess of
loss and quota share reinsurance arrangements to limit its maximum loss, provide
greater diversification of risk and minimize exposure to larger risks. The
Company's reinsurance program is designed to limit a catastrophe loss to no more
than 10% of the Auto & Home segment's statutory surplus.

The effects of reinsurance were as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Direct premiums..................................... $13,249 $12,763 $12,728
Reinsurance assumed................................. 484 409 360
Reinsurance ceded................................... (1,645) (1,669) (1,810)
------- ------- -------
Net premiums........................................ $12,088 $11,503 $11,278
======= ======= =======
Reinsurance recoveries netted against policyholder
benefits.......................................... $ 1,626 $ 1,744 $ 1,648
======= ======= =======
</TABLE>

The effects of reinsurance with GenAmerica Corporation ("GenAmerica") were
as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Premiums ceded to GenAmerica.............................. $108 $113 $61
==== ==== ===
Reinsurance recoveries from GenAmerica netted against
policyholder benefits................................... $ 74 $ 28 $24
==== ==== ===
</TABLE>

Reinsurance recoverables, included in other receivables, were $2,898 and
$3,134 at December 31, 1999 and 1998, respectively, of which $5 and $5,
respectively, were recoverable from GenAmerica. Reinsurance and ceded
commissions payables, included in other liabilities, were $148 and $105 at
December 31, 1999 and 1998, respectively.

F-44
<PAGE> 320
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following provides an analysis of the activity in the liability for
benefits relating to property and casualty and group accident and non-medical
health policies and contracts:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Balance at January 1................................ $ 3,320 $ 3,655 $ 3,345
Reinsurance recoverables.......................... (233) (229) (215)
------- ------- -------
Net balance at January 1............................ 3,087 3,426 3,130
Acquisition of business............................. 204 -- --
------- ------- -------
Incurred related to:
Current year...................................... 3,129 2,726 2,855
Prior years....................................... (16) (245) 88
------- ------- -------
3,113 2,481 2,943
------- ------- -------
Paid related to:
Current year...................................... (2,128) (1,967) (1,832)
Prior years....................................... (759) (853) (815)
------- ------- -------
(2,887) (2,820) (2,647)
------- ------- -------
Balance at December 31.............................. 3,517 3,087 3,426
Add: Reinsurance recoverables..................... 272 233 229
------- ------- -------
Balance at December 31.............................. $ 3,789 $ 3,320 $ 3,655
======= ======= =======
</TABLE>

12. OTHER EXPENSES

Other expenses were comprised of the following:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Compensation........................................ $ 2,590 $ 2,478 $ 2,078
Commissions......................................... 937 902 766
Interest and debt issue costs....................... 405 379 453
Amortization of policy acquisition costs (excludes
amortization of $(46), $240 and $70, respectively,
related to realized investment gains and
(losses))......................................... 862 587 771
Capitalization of policy acquisition costs.......... (1,160) (1,025) (1,000)
Rent, net of sublease income........................ 239 155 179
Minority interest................................... 55 67 56
Restructuring charge................................ -- 81 --
Other............................................... 2,827 4,395 2,468
------- ------- -------
$ 6,755 $ 8,019 $ 5,771
======= ======= =======
</TABLE>

During 1998, the Company recorded charges of $81 to restructure
headquarters operations and consolidate certain agencies and other operations.
These costs have been fully paid at December 31, 1999.

F-45
<PAGE> 321
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. STATUTORY FINANCIAL INFORMATION

The reconciliations of MetLife's statutory surplus and net change in
statutory surplus, determined in accordance with accounting practices prescribed
or permitted by insurance regulatory authorities, with equity and net income
determined in conformity with generally accepted accounting principles were as
follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1999 1998
---- ----
<S> <C> <C>
Statutory surplus........................................... $ 7,630 $ 7,388
GAAP adjustments for:
Future policy benefits and policyholder account
balances............................................... (4,167) (6,830)
Deferred policy acquisition costs......................... 8,381 6,560
Deferred income taxes..................................... 886 (190)
Valuation of investments.................................. (2,102) 3,981
Statutory asset valuation reserves........................ 3,189 3,381
Statutory interest maintenance reserves................... 1,114 1,486
Surplus notes............................................. (1,602) (1,595)
Other, net................................................ 361 686
------- -------
Equity...................................................... $13,690 $14,867
======= =======
</TABLE>

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Net change in statutory surplus......................... $ 242 $ 10 $ 227
GAAP adjustments for:
Future policy benefits and policyholder account
balances........................................... 556 127 (38)
Deferred policy acquisition costs..................... 379 224 149
Deferred income taxes................................. 154 234 62
Valuation of investments.............................. 473 1,158 (387)
Statutory asset valuation reserves.................... (226) (461) 1,136
Statutory interest maintenance reserves............... (368) 312 53
Other, net............................................ (593) (261) 1
----- ------ ------
Net income.............................................. $ 617 $1,343 $1,203
===== ====== ======
</TABLE>

F-46
<PAGE> 322
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14. OTHER COMPREHENSIVE INCOME (LOSS)

The following table sets forth the reclassification adjustments required
for the years ended December 31, 1999, 1998 and 1997 to avoid double-counting in
other comprehensive income (loss) items that are included as part of net income
for the current year that have been reported as a part of other comprehensive
income (loss) in the current or prior year:

<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Holding (losses) gains on investments arising during the
year...................................................... $(6,314) $ 1,493 $ 4,257
Income tax effect of holding gains or losses................ 2,262 (617) (1,615)
Transfer of securities from held-to-maturity to
available-for-sale:
Holding gains on investments.............................. -- -- 198
Income tax effect......................................... -- -- (75)
Reclassification adjustments:
Realized holding (gains) losses included in current year
net income............................................. 38 (2,013) (844)
Amortization of premium and discount on investments....... (307) (350) (209)
Realized holding (losses) gains allocated to other
policyholder amounts................................... (67) 608 231
Income tax effect......................................... 120 729 312
Allocation of holding losses (gains) on investments relating
to other policyholder amounts............................. 3,788 (351) (2,231)
Income tax effect of allocation of holding gains and losses
to other policyholder amounts............................. (1,357) 143 846
------- ------- -------
Net unrealized investment (losses) gains.................... (1,837) (358) 870
------- ------- -------
Foreign currency translation adjustments arising during the
year...................................................... 50 (115) (46)
Reclassification adjustment for sale of investment in
foreign operation......................................... -- 2 (3)
------- ------- -------
Foreign currency translation adjustment..................... 50 (113) (49)
------- ------- -------
Minimum pension liability adjustment........................ (7) (12) --
------- ------- -------
Other comprehensive income (loss)........................... $(1,794) $ (483) $ 821
======= ======= =======
</TABLE>

15. BUSINESS SEGMENT INFORMATION

The Company provides insurance and financial services to customers in the
United States, Canada, Central America, South America, Europe and Asia. The
Company's business is divided into six segments: Individual, Institutional, Auto
& Home, International, Asset Management and Corporate. These segments are
managed separately because they either provide different products and services,
require different strategies or have different technology requirements.

Individual offers a wide variety of individual insurance and investment
products, including life insurance, annuities and mutual funds. Institutional
offers a broad range of group insurance and retirement and savings products and
services, including group life insurance, non-medical health insurance such as
short and long-term disability, long-term care and dental insurance and other
insurance products and services. Auto & Home provides insurance coverages
including private passenger automobile, homeowners and personal excess liability
insurance. International provides life insurance, accident and health insurance,
annuities and retirement and savings

F-47
<PAGE> 323
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

products to both individuals and groups, and auto and homeowners coverage to
individuals. Asset Management provides a broad variety of asset management
products and services to individuals and institutions such as mutual funds for
savings and retirement needs, commercial real estate advisory and management
services, and institutional and retail investment management. Through its
Corporate segment, the Company reports items that are not allocated to any of
the business segments.

Set forth in the tables below is certain financial information with respect
to the Company's operating segments for the years ended December 31, 1999, 1998
and 1997. The accounting policies of the segments are the same as those
described in the summary of significant accounting policies, except for the
method of capital allocation. The Company allocates capital to each segment
based upon an internal capital allocation system that allows the Company to more
effectively manage its capital. The Company has divested operations that did not
meet targeted rates of return, including its commercial leasing business
(Corporate segment) and substantial portions of its Canadian operations
(International segment), and insurance operations in the United Kingdom
(International segment). The Company evaluates the performance of each operating
segment based upon income or loss from operations before provision for income
taxes and non-recurring items (e.g. items of unusual or infrequent nature). The
Company allocates non-recurring items (primarily consisting of sales practices
claims and claims for personal injuries caused by exposure to asbestos or
asbestos-containing products) and prior to its sale in 1998, the results of
MetLife Capital Holdings, Inc. to the Corporate segment.

<TABLE>
<CAPTION>
AUTO
AT OR FOR THE YEAR ENDED & ASSET CONSOLIDATION/
DECEMBER 31, 1999 INDIVIDUAL INSTITUTIONAL HOME INTERNATIONAL MANAGEMENT CORPORATE ELIMINATION TOTAL
- ------------------------ ---------- ------------- ---- ------------- ---------- --------- -------------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Premiums................ $ 4,289 $ 5,525 $1,751 $ 523 $ -- $ -- $ -- $ 12,088
Universal life and
investment-type
product policy fees... 888 502 -- 48 -- -- -- 1,438
Net investment income... 5,346 3,755 103 206 80 605 (279) 9,816
Other revenues.......... 558 629 21 12 803 59 72 2,154
Net realized investment
gains (losses)........ (14) (31) 1 1 -- (41) 14 (70)
Policyholder benefits
and claims............ 4,625 6,712 1,301 463 -- -- 4 13,105
Interest credited to
policyholder account
balances.............. 1,359 1,030 -- 52 -- -- -- 2,441
Policyholder
dividends............. 1,509 159 -- 22 -- -- -- 1,690
Other expenses.......... 2,719 1,589 514 248 795 1,031 (141) 6,755
Income (loss) before
provision for income
taxes and
extraordinary item.... 855 890 61 5 88 (408) (56) 1,435
Income (loss) after
provision for income
taxes before
extraordinary item.... 555 567 56 21 51 (358) (50) 842
Total assets............ 109,401 88,127 4,443 4,381 1,036 19,834 (1,990) 225,232
Deferred policy
acquisition costs..... 8,049 106 93 244 -- -- -- 8,492
Separate account
assets................ 28,828 35,236 -- 877 -- -- -- 64,941
Policyholder
liabilities........... 72,956 47,781 2,318 2,187 -- 6 (293) 124,955
Separate account
liabilities........... 28,828 35,236 -- 877 -- -- -- 64,941
</TABLE>

F-48
<PAGE> 324
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
AUTO
AT OR FOR THE YEAR ENDED & ASSET CONSOLIDATION/
DECEMBER 31, 1998 INDIVIDUAL INSTITUTIONAL HOME INTERNATIONAL MANAGEMENT CORPORATE ELIMINATION
------------------------ ---------- ------------- ---- ------------- ---------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Premiums...................... $ 4,323 $ 5,159 $1,403 $ 618 $ -- $ -- $ --
Universal life and investment-
type product policy fees.... 817 475 -- 68 -- -- --
Net investment income......... 5,480 3,885 81 343 75 682 (318)
Other revenues................ 474 575 36 33 817 111 (52)
Net realized investment
gains....................... 659 557 122 117 -- 679 (113)
Policyholder benefits and
claims...................... 4,606 6,416 1,029 597 -- (10) --
Interest credited to
policyholder account
balances.................... 1,423 1,199 -- 89 -- -- --
Policyholder dividends........ 1,445 142 -- 64 -- -- --
Other expenses................ 2,577 1,613 386 352 799 2,601 (309)
Income (loss) before provision
for income taxes and
extraordinary item.......... 1,702 1,281 227 77 93 (1,119) (174)
Income (loss) after provision
for income taxes before
extraordinary item.......... 1,069 846 161 56 49 (691) (143)
Total assets.................. 103,614 88,741 2,763 3,432 1,164 20,852 (5,220)
Deferred policy acquisition
costs....................... 6,194 82 57 205 -- -- --
Separate account assets....... 23,013 35,029 -- 26 -- -- --
Policyholder liabilities...... 71,571 49,406 1,477 2,043 -- 1 (295)
Separate account
liabilities................. 23,013 35,029 -- 26 -- -- --

AT OR FOR THE YEAR ENDED
DECEMBER 31, 1998 TOTAL
------------------------ -----
<S> <C>
Premiums...................... $11,503
Universal life and investment-
type product policy fees.... 1,360
Net investment income......... 10,228
Other revenues................ 1,994
Net realized investment
gains....................... 2,021
Policyholder benefits and
claims...................... 12,638
Interest credited to
policyholder account
balances.................... 2,711
Policyholder dividends........ 1,651
Other expenses................ 8,019
Income (loss) before provision
for income taxes and
extraordinary item.......... 2,087
Income (loss) after provision
for income taxes before
extraordinary item.......... 1,347
Total assets.................. 215,346
Deferred policy acquisition
costs....................... 6,538
Separate account assets....... 58,068
Policyholder liabilities...... 124,203
Separate account
liabilities................. 58,068
</TABLE>
<TABLE>
<CAPTION>
AUTO
AT OR FOR THE YEAR ENDED & ASSET CONSOLIDATION/
DECEMBER 31, 1997 INDIVIDUAL INSTITUTIONAL HOME INTERNATIONAL MANAGEMENT CORPORATE ELIMINATION
------------------------ ---------- ------------- ---- ------------- ---------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Premiums....................... $4,327 $ 4,689 $1,354 $ 908 $ -- $ -- $ --
Universal life and investment-
type product policy fees..... 855 426 -- 137 -- -- --
Net investment income.......... 4,754 3,754 71 504 78 700 (370)
Other revenues................. 338 357 25 54 682 19 16
Net realized investment
gains........................ 356 45 9 142 -- 326 (91)
Policyholder benefits and
claims....................... 4,597 5,934 1,003 869 -- -- --
Interest credited to
policyholder account
balances..................... 1,422 1,319 -- 137 -- -- --
Policyholder dividends......... 1,340 305 -- 97 -- -- --
Other expenses................. 2,394 1,178 351 497 679 966 (294)
Income before provision for
income taxes................. 877 535 105 145 81 79 (151)
Income after provision for
income taxes................. 599 339 74 126 45 163 (143)
Total assets................... 95,323 83,473 2,542 7,412 1,136 18,641 (5,745)
Deferred policy acquisition
costs........................ 5,912 40 56 428 -- -- --
Separate account assets........ 17,345 30,473 -- 520 -- -- --
Policyholder liabilities....... 70,686 49,547 1,509 5,615 -- 1 --
Separate account liabilities... 17,345 30,473 -- 520 -- -- --

AT OR FOR THE YEAR ENDED
DECEMBER 31, 1997 TOTAL
------------------------ -----
<S> <C>
Premiums....................... $11,278
Universal life and investment-
type product policy fees..... 1,418
Net investment income.......... 9,491
Other revenues................. 1,491
Net realized investment
gains........................ 787
Policyholder benefits and
claims....................... 12,403
Interest credited to
policyholder account
balances..................... 2,878
Policyholder dividends......... 1,742
Other expenses................. 5,771
Income before provision for
income taxes................. 1,671
Income after provision for
income taxes................. 1,203
Total assets................... 202,782
Deferred policy acquisition
costs........................ 6,436
Separate account assets........ 48,338
Policyholder liabilities....... 127,358
Separate account liabilities... 48,338
</TABLE>

The Individual segment includes an equity ownership interest in Nvest
Companies, L.P. ("Nvest") under the equity method of accounting. Nvest has been
included within the Asset Management segment due to the types of products and
strategies employed by the entity. The individual segment's equity in earnings
of Nvest, which is included in net investment income, was

F-49
<PAGE> 325
METROPOLITAN LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$48, $49 and $45 for the years ended December 31, 1999, 1998 and 1997,
respectively. The investment in Nvest was $196, $252 and $216 at December 31,
1999, 1998 and 1997, respectively.

Net investment income and net realized investment gains are based upon the
actual results of each segment's specifically identifiable asset portfolio.
Other costs and operating costs were allocated to each of the segments based
upon: (1) a review of the nature of such costs, (2) time studies analyzing the
amount of employee compensation costs incurred by each segment, and (3) cost
estimates included in the Company's product pricing.

The consolidation/elimination column includes the elimination of all
intersegment amounts and the Individual segment's ownership interest in Nvest.
The principal component of the intersegment amounts related to intersegment
loans, which bore interest at rates commensurate with related borrowings.

Revenues derived from any customer did not exceed 10% of consolidated
revenues. Revenues from U.S. operations were $24,637, $25,643 and $22,664 for
the years ended December 31, 1999, 1998 and 1997, respectively, which
represented 97%, 96% and 93%, respectively, of consolidated revenues.

16. SUBSEQUENT EVENTS

On January 6, 2000, the Company acquired GenAmerica for $1.2 billion. In
connection with this acquisition, the Company incurred $900 of short-term debt.
GenAmerica is a holding company which includes General American Life Insurance
Company, 48.3% of the outstanding shares of Reinsurance Group of America ("RGA")
common stock, a provider of reinsurance, and 61.0% of the outstanding shares of
Conning Corporation common stock, an asset manager. On January 18, 2000, the
Company announced that it had proposed to acquire all of the outstanding shares
of Conning common stock not already owned by it for $10.50 per share in cash, or
approximately $55. At December 31, 1999, the Company owned 9.6% of the
outstanding shares of RGA common stock which were acquired on November 24, 1999
for $125. Subsequent to the GenAmerica acquisition, the Company owned 57.9% of
the outstanding shares of RGA common stock. Total assets, revenues and net loss
of GenAmerica were $23,594, $3,916 and $(174), respectively, at or for the year
ended December 31, 1999.

As part of the acquisition agreement, in September 1999 the Company assumed
$5,752 of General American Life funding agreements and received cash of $1,926
and investment assets with a market value of $3,826. In October 1999, as part of
the assumption arrangement, the holders of General American Life funding
agreements aggregating $5,136 elected to have the Company redeem the funding
agreements for cash. General American Life agreed to pay the Company a fee of
$120 in connection with the assumption of the funding agreements. The fee will
be considered as part of the purchase price to be allocated to the fair value of
assets and liabilities acquired. The Company also agreed to make a capital
contribution of $120 to General American Life after the completion of the
acquisition.

At the date of the acquisition agreement, the Company and GenAmerica were
parties to a number of reinsurance agreements. In addition, as part of the
acquisition, the Company entered into agreements effective as of July 25, 1999,
which coinsured new and certain existing business of General American Life and
some of its affiliates. See Note 11.

F-50
<PAGE> 326

ANNEX
A
<TABLE>
<S> <C>

[PRICEWATERHOUSECOOPERS LETTERHEAD]
PRICEWATERHOUSECOOPERS LLP
600 Lee Road
Wayne PA 19087
Telephone (610) 993 3864
Direct Fax (610) 993 3900
</TABLE>

November 16, 1999

The Board of Directors
The Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010-3690

Re: Plan of Reorganization of the Metropolitan Life Insurance Company
(MetLife), dated, September 28, 1999 as amended and restated on November
16, 1999

STATEMENT OF ACTUARIAL OPINION

QUALIFICATIONS

I, Kenneth M. Beck, a Principal with the firm of PricewaterhouseCoopers LLP
(PwC) and a member of the American Academy of Actuaries, am qualified under the
Academy's Qualification Standards to render the opinions set forth herein. This
opinion is provided pursuant to the Engagement Letter between PwC and MetLife
dated January 1, 1998. MetLife's Plan of Reorganization is carried out under
Section 7312 of the New York Insurance Law. This opinion is not a legal opinion
regarding the Plan, and does not address the overall fairness of the Plan.
Rather, it reflects the application of actuarial concepts and standards of
practice to the requirements set forth in Section 7312.

RELIANCE

I and other PwC staff acting under my direction received from MetLife extensive
information concerning MetLife's past and present financial experience and the
characteristics of its policies. In all cases, we were provided with the
information we required. We relied on the accuracy and completeness of the data
and assumptions supplied by MetLife and did not independently verify that
information. Where possible, the information was reviewed for general
reasonableness and in certain circumstances the data was reconfirmed with
MetLife.

Certain information was provided to me under the direction of MetLife's
Executive Vice President and Chief Actuary, Judy Weiss, F.S.A., M.A.A.A.
Information included:

a) expected future cash flows from assets held by MetLife; and

b) MetLife's experience underlying its 1999 dividend scales.

I relied on the completeness and accuracy of the data provided by Ms. Weiss.

My opinion depends upon the substantial accuracy of the information described
above that was provided by MetLife (the "MetLife Data").

PROCESS

In all cases, I and other PwC staff acting under my direction either derived the
results on which my opinions rest or reviewed derivations carried out by MetLife
employees.

A-1
<PAGE> 327
Board of Directors Page 2
MetLife Actuarial Opinion November 16, 1999

- --------------------------------------------------------------------------------

OPINION #1

In my opinion, the plan for allocation of consideration to Eligible
Policyholders (as defined in the Plan) as set forth in Article VII of the Plan
of Reorganization is fair and equitable to MetLife policyholders as required by
Section 7312 of the New York Insurance Law.

DISCUSSION

The distribution described in Article VII of the Plan takes into account the
ratio of the positive sum of the estimated past and future contributions to
MetLife surplus, if any, of each participating Policy and Contract owned by each
Eligible Policyholder to the total of all such positive sums.

Most of the consideration to be distributed to policyholders is allocated on
this basis. Under Section 7312 of the New York Insurance Law, there is no
specific guidance given for the allocation of consideration in a "Method Four"
reorganization, but policyholder contributions are specifically identified as an
acceptable approach to allocation of consideration under other methods of
reorganization within this section of the law. In addition, the contribution
method is recognized in the actuarial literature as an appropriate method. I
therefore find that the use of "actuarial contribution" as the principal basis
underlying the allocation of consideration is fair and equitable.

The distribution to policyholders also takes into account, to a lesser extent,
the fact that policyholders have intangible membership rights that are
independent of their actuarial contributions. Each Eligible Policyholder
(participating or non-participating) is, under the Plan, allocated a fixed
number of shares of common stock without regard to the contribution of that
policyholder or of the class or classes in which policies held by the
policyholder happen to reside. Under the Plan, the percentage of the total
consideration that is allocated in this manner is significantly less than that
allocated in proportion to positive contributions, which is appropriate as well
as consistent with the approach used in previous demutualizations.

OPINION #2

The Closed Block is described in Article VIII of the MetLife Plan of
Reorganization (the "Plan"). In my opinion:

1. The objective of the Closed Block as being for the exclusive benefit of the
policies included therein for policyholder dividend purposes only as set
forth in Article VIII of the Plan is consistent with Section 7312 of the New
York Insurance Law.

2. The operations of the Closed Block as set forth in Article VIII of the Plan
and described in the Closed Block Memorandum, including the determination of
the required initial funding and the manner in which cash flows are charged
and credited to the Closed Block, are consistent with the objectives of the
Closed Block.

3. MetLife's assets (Closed Block funding) set aside as of December 31, 1998
(including subsequent adjustments as provided for in the Closed Block
Memorandum), to establish the Closed Block, as set forth in Article VIII of
the Plan (including the Closed Block Memorandum), are adequate because they
are expected to produce cash flows which, together with anticipated revenues
from the Closed Block Business, is reasonably expected to be sufficient to
support the Closed Block Business including, but not limited to, provisions
for payment of claims and certain expenses and taxes, and to provide for
continuation of dividend scales payable in 1999, if the experience underlying
such scales continues.

4. The Plan is consistent with the objective of the Closed Block as it provides
a vehicle for MetLife's management to make appropriate adjustments to future
dividend scales, where necessary, if the underlying experience changes from
the experience underlying such dividend scales.

A-2
<PAGE> 328
Board of Directors Page 3
MetLife Actuarial Opinion November 16, 1999

- --------------------------------------------------------------------------------

DISCUSSION

As to (1) above, Section 7312 of the New York Insurance Law provides for a
Mutual Life Insurance Company to convert to a Stock Life Insurance Company using
one of four "methods" as outlined in the law. MetLife is converting to a stock
company using Method Four. Method Four within Section 7312 does not contain
specific language that addresses the establishment of a Closed Block. Methods
One and Two of Section 7312 both contain language that address the establishment
of a Closed Block. The establishment of a Closed Block by MetLife, as set forth
in Article VIII of the Plan, is consistent with (a) the objectives and
guidelines contained in Methods One and Two of Section 7312, (b) with prior
demutualizations of mutual life insurance companies domiciled in New York and,
(c) current Actuarial Standards of Practice.

As to (2) above, my opinion is based on my findings that those matters are
consistent with the objective of the Closed Block. I have specifically
considered that the cash flow items to be charged against or credited to the
Closed Block as set forth in Article VIII of the Plan (including the Closed
Block Memorandum), have been incorporated on a consistent basis in the
determination of the Closed Block funding amount.

As to (3) above, the Closed Block was funded as of January 1, 1999 (including a
planned final adjustment after the Effective Date of the conversion), based on a
projection as of that date. The opinion above rests in part on that projection,
which extends over the future life of all policies assigned to the Closed Block.
That projection, which is based on the experience underlying the 1999 Dividend
Scale and on the cash flows expected from assets allocable to the Closed Block,
indicates that the assets, together with anticipated revenues from the Closed
Block Business, are reasonably expected to be sufficient to provide for the
continuation of that scale if the experience is unchanged.

As to (4) above, the criteria set forth in Article VIII of the Plan for
modifying the dividend scales if the experience changes (from that underlying
the 1999 Dividend Scale) are such that, if followed, the Closed Block
policyholders will be treated in a manner consistent with the contribution
principle for dividend determination. The operation of the Closed Block as set
forth in Article VIII is consistent with actuarial practices as described in
Actuarial Standard of Practice #15.

Sincerely,

/s/ Kenneth M. Beck
Kenneth M. Beck, F.S.A., M.A.A.A.

Principal for PricewaterhouseCoopers LLP

KMB/eam
Sincerely,

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

A-3
<PAGE> 329

[METLIFE LOGO]
<PAGE> 330

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses expected to be incurred in
connection with the issuance and distribution of the securities registered
hereby, all of which expenses, except for the SEC registration fee, the New York
Stock Exchange listing fee and the NASD filing fee, are estimates:

<TABLE>
<CAPTION>
DESCRIPTION AMOUNT
- ----------- ------
<S> <C>
SEC registration fee........................................ $303,600
New York Stock Exchange listing fee and expenses............ *
NASD filing fee............................................. *
Blue Sky fees and expenses (including legal fees)........... *
Printing and engraving expenses............................. *
Legal fees and expenses (other than Blue Sky)............... *
Accounting fees and expenses................................ *
Rating agency fees.......................................... *
Trustees' and agents' fees and expenses..................... *
Miscellaneous............................................... *
----------
TOTAL............................................. $ *
==========
</TABLE>

- ---------------
* To be furnished by amendment

All of the above expenses have been or will be paid by MetLife, Inc.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our directors and officers may be indemnified against liabilities, fines,
penalties and claims imposed upon or asserted against them as provided in the
Delaware General Corporation Law and our Amended and Restated Certificate of
Incorporation and Amended and Restated
By-Laws. Such indemnification covers all costs and expenses incurred by a
director or officer in his capacity as such. The Board of Directors, by a
majority vote of a quorum of disinterested directors or, under certain
circumstances, independent counsel appointed by the Board of Directors, must
determine that the director or officer seeking indemnification was not guilty of
willful misconduct or a knowing violation of the criminal law. In addition, the
Delaware General Corporation Law and our Amended and Restated Certificate of
Incorporation may under certain circumstances eliminate the liability of
directors and officers in a stockholder or derivative proceeding.

If the person involved is not a director or officer of MetLife, Inc., the
Board of Directors may cause MetLife, Inc. to indemnify, to the same extent
allowed for our directors and officers, such person who was or is a party to a
proceeding by reason of the fact that he is or was our employee or agent, or is
or was serving at our request as director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.

We have in force and effect policies insuring our directors and officers
against losses which they or any of them will become legally obligated to pay by
reason of any actual or alleged error or misstatement or misleading statement or
act or omission or neglect or breach of duty by the directors and officers in
the discharge of their duties, individually or collectively, or any matter
claimed against them solely by reason of their being directors or officers. Such
coverage is limited by the specific terms and provisions of the insurance
policies.

II-1
<PAGE> 331

Pursuant to the underwriting agreements, in the forms filed as exhibits to
this Registration Statement, the underwriters will agree to indemnify directors
and officers of MetLife, Inc. and persons controlling MetLife, Inc., within the
meaning of the Securities Act of 1933, as amended (the "Act"), against certain
liabilities that might arise out of or are based upon certain information
furnished to us by any such underwriter.

The declaration of trust of MetLife Capital Trust I provides that no
trustee, affiliate of any trustee or any officers, directors, stockholders,
members, partners, employees, representatives or agents of any trustee or any
employee or agent of MetLife Capital Trust I or its affiliates, each referred to
as an indemnified person, shall be liable, responsible or accountable in damages
or otherwise to any employee or agent of MetLife Capital Trust I or its
affiliates or any officers, directors, stockholders, employees, representatives
or agents of MetLife, Inc. or its affiliates, or to any holders of trust
securities of MetLife Capital Trust I for any loss, damage or claim incurred by
reason of any act or omission performed or omitted by such indemnified person in
good faith on behalf of MetLife Capital Trust I and in a manner such indemnified
person reasonably believed to be within the scope of the authority conferred on
such indemnified person by the declaration of trust or by law, except that an
indemnified person shall be liable for any such loss, damage or claim incurred
by reason of such indemnified person's gross negligence (or, in the case of the
property trustee of MetLife Capital Trust I, negligence) or willful misconduct
with respect to such acts or omissions. The declaration of trust also provides
that, to the fullest extent permitted by applicable law, MetLife, Inc. shall
indemnify and hold harmless each indemnified person from and against any loss,
damage or claim incurred by such indemnified person by reason of any act or
omission performed or omitted by such indemnified person in good faith on behalf
of MetLife Capital Trust I and in a manner such indemnified person reasonably
believed to be within the scope of authority conferred on such indemnified
person by the declaration of trust, except that no indemnified person shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by
such indemnified person by reason of gross negligence (or, in the case of the
property trustee of MetLife Capital Trust I, negligence) or willful misconduct
with respect to such acts or omissions. Each declaration of trust further
provides that to the fullest extent permitted by applicable law, expenses
(including legal fees) incurred by an indemnified person in defending any claim,
demand, action, suit or the final disposition of such claim, demand, action,
suit or proceeding shall, from time to time, be advanced by MetLife, Inc. prior
to the final disposition of such claim, demand, action, suit or proceeding upon
receipt by MetLife, Inc. of an undertaking by or on behalf of the indemnified
person to repay such amount if it shall be determined that the indemnified
person is not entitled to be indemnified pursuant to the declaration of trust.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Upon the effective date of the plan of reorganization, MetLife, Inc. will
distribute approximately 493,476,118 shares of common stock to the MetLife
Policyholder Trust for the benefit of eligible policyholders in the
demutualization. Exemption from registration under the Act for such distribution
will be claimed under Section 3(a)(10) of the Act based on the New York
Superintendent of Insurance's approval of the plan of reorganization. Banco
Santander Central Hispano, S.A. and Credit Suisse Group have agreed in principle
that they or their respective affiliates will purchase from us in the aggregate
not less than 14,900,000 shares nor more than 73,000,000 shares of our common
stock in private placements exempt from the registration requirements under the
Act.

II-2
<PAGE> 332

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits. See Exhibit Index following the signature pages to this
Registration Statement.

(b) Financial Statement Schedules.

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report................................ II-4
Schedule I -- Summary of Investments -- Other Than
Investments In Affiliates at December 31, 1999............ II-5
Schedule III -- Supplementary Insurance Information for the
years ended December 31, 1999, 1998 and 1997.............. II-6
Schedule IV -- Reinsurance for the years ended December 31,
1999, 1998 and 1997....................................... II-7
</TABLE>

II-3
<PAGE> 333

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Policyholders of
Metropolitan Life Insurance Company:

We have audited the consolidated financial statements of Metropolitan Life
Insurance Company and subsidiaries (the "Company") as of December 31, 1999 and
1998, and the related consolidated statements of income, equity and cash flows
for each of the three years in the period ended December 31, 1999, and have
issued our report thereon dated February 7, 2000; such consolidated financial
statements and report are included in the Prospectus which is a part of this
Registration Statement of MetLife, Inc. on Form S-1. Our audits also included
the consolidated financial statement schedules of the Company, listed in Item
16(b). These consolidated financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion based
on our audits. In our opinion, such consolidated financial statement schedules,
when considered in relation to the basic consolidated financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.

/s/ DELOITTE & TOUCHE LLP

Deloitte & Touche LLP

New York, New York
February 7, 2000

II-4
<PAGE> 334

METROPOLITAN LIFE INSURANCE COMPANY

SCHEDULE I
SUMMARY OF INVESTMENTS -- OTHER THAN INVESTMENTS IN AFFILIATES
AT DECEMBER 31, 1999
(IN MILLIONS)

<TABLE>
<CAPTION>
AMOUNT AT
ESTIMATED WHICH SHOWN ON
TYPE OF INVESTMENT COST (A) FAIR VALUE BALANCE SHEET
- ------------------ -------- ---------- --------------
<S> <C> <C> <C>
Fixed maturities:
Bonds:
United States Government and government agencies
and authorities............................... $ 5,990 $ 6,299 $ 6,299
States, municipalities and political
subdivisions.................................. 1,583 1,542 1,542
Foreign governments............................. 4,090 4,206 4,206
Public utilities................................ 6,798 6,602 6,602
Convertibles and bonds with warrants attached... -- -- --
All other corporate bonds....................... 40,707 39,575 39,575
Mortgage and asset-backed securities............... 27,396 26,661 26,661
International...................................... 12,235 12,086 12,086
Redeemable preferred stocks........................ 10 10 10
-------- -------- --------
Total fixed maturities.......................... 98,809 96,981 96,981
Equity securities:
Common stocks:
Public utilities................................ 7 13 13
Banks, trust and insurance companies............ 132 331 331
Industrial, miscellaneous and all other......... 841 1,522 1,522
Nonredeemable preferred stocks..................... 151 140 140
-------- -------- --------
Total equity securities......................... 1,131 2,006 2,006
Mortgage loans on real estate........................ 19,829 19,452 19,739
Policy loans......................................... 5,598 5,618 5,598
Real estate and real estate joint ventures........... 5,602 -- 5,602
Real estate acquired in satisfaction of debt......... 47 -- 47
Limited partnership interests........................ 1,331 -- 1,331
Short-term investments............................... 3,055 3,055 3,055
Other invested assets................................ 1,501 -- 1,501
-------- -------- --------
TOTAL INVESTMENTS.................................. $136,903 $135,860
======== ======== ========
</TABLE>

- ---------------
(A) Cost for fixed maturities and mortgage loans on real estate represents
original cost, reduced by repayments and writedowns and adjusted for
amortization of premiums or accretion of discount; for equity securities,
cost represents original cost; for real estate, cost represents original
cost reduced by writedowns and adjusted for depreciation; for real estate
joint ventures and limited partnership interests, cost represents original
cost adjusted for equity in earnings and distributions and reduced for
writedowns.

II-5
<PAGE> 335

METROPOLITAN LIFE INSURANCE COMPANY

SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
AT AND FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN MILLIONS)

<TABLE>
<CAPTION>
DEFERRED POLICY FUTURE POLICY POLICYHOLDER POLICYHOLDER
ACQUISITION BENEFITS AND OTHER ACCOUNT DIVIDENDS UNEARNED PREMIUM REVENUE
SEGMENT COSTS POLICYHOLDER FUNDS BALANCES PAYABLE REVENUE AND POLICY CHARGES
------- --------------- ------------------ ------------ ------------ -------- ------------------
<S> <C> <C> <C> <C> <C> <C>
1999
Individual................... $8,049 $44,962 $27,280 $ 714 $799 $ 5,177
Institutional................ 106 29,895 17,627 259 6 6,027
Auto & Home.................. 93 2,318 -- -- -- 1,751
International................ 244 1,192 994 1 15 571
Asset Management............. -- -- -- -- -- --
Corporate.................... -- 6 -- -- -- --
Consolidation/Elimination.... -- (293) -- -- -- --
------ ------- ------- ------ ---- -------
$8,492 $78,080 $45,901 $ 974 $820 $13,526
====== ======= ======= ====== ==== =======
1998
Individual................... $6,194 $43,775 $27,109 $ 687 $749 $ 5,140
Institutional................ 82 30,905 18,253 248 5 5,634
Auto & Home.................. 57 1,477 -- -- -- 1,403
International................ 205 899 1,132 12 8 686
Asset Management............. -- -- -- -- -- --
Corporate.................... -- 1 -- -- -- --
Consolidation/Elimination.... -- (295) -- -- -- --
------ ------- ------- ------ ---- -------
$6,538 $76,762 $46,494 $ 947 $762 $12,863
====== ======= ======= ====== ==== =======
1997
Individual................... $5,912 $42,836 $27,222 $ 628 $562 $ 5,182
Institutional................ 40 30,039 19,167 341 4 5,115
Auto & Home.................. 56 1,509 -- -- -- 1,354
International................ 428 3,461 2,154 -- 3 1,045
Asset Management............. -- -- -- -- -- --
Corporate.................... -- 1 -- -- -- --
Consolidation/Elimination.... -- -- -- -- -- --
------ ------- ------- ------ ---- -------
$6,436 $77,846 $48,543 $ 969 $569 $12,696
====== ======= ======= ====== ==== =======
</TABLE>
<TABLE>
<CAPTION>
AMORTIZATION OF
AMORTIZATION OF DEFERRED POLICY
DEFERRED POLICY ACQUISITION COSTS
ACQUISITION COSTS CHARGED AGAINST NET OTHER
INVESTMENT POLICYHOLDER BENEFITS CHARGED TO REALIZED INVESTMENT OPERATING
SEGMENT INCOME, NET AND INTEREST CREDITED OTHER EXPENSES GAINS (LOSSES) EXPENSES
------- ----------- --------------------- ----------------- ------------------- ---------
<S> <C> <C> <C> <C> <C>
1999
Individual................. $ 5,346 $ 5,984 $613 $ (46) $3,616
Institutional.............. 3,755 7,742 17 -- 1,730
Auto & Home................ 103 1,301 213 -- 301
International.............. 206 515 19 -- 251
Asset Management........... 80 -- -- -- 795
Corporate.................. 605 -- -- -- 1,031
Consolidation/Elimination... (279) 4 -- -- (141)
------- ------- ---- ----- ------
$ 9,816 $15,546 $862 $ (46) $7,583
======= ======= ==== ===== ======
1998
Individual................. $ 5,480 $ 6,029 $364 $ 240 $3,657
Institutional.............. 3,885 7,615 9 -- 1,747
Auto & Home................ 81 1,029 166 -- 220
International.............. 343 686 48 -- 368
Asset Management........... 75 -- -- -- 799
Corporate.................. 682 (10) -- -- 2,601
Consolidation/Elimination... (318) -- -- -- (309)
------- ------- ---- ----- ------
$10,228 $15,349 $587 $ 240 $9,083
======= ======= ==== ===== ======
1997
Individual................. $ 4,754 $ 6,019 $546 $ 61 $3,166
Institutional.............. 3,754 7,253 3 -- 1,502
Auto & Home................ 71 1,003 166 -- 185
International.............. 504 1,006 56 9 538
Asset Management........... 78 -- -- -- 679
Corporate.................. 700 -- -- -- 966
Consolidation/Elimination... (370) -- -- -- (294)
------- ------- ---- ----- ------
$ 9,491 $15,281 $771 $ 70 $6,742
======= ======= ==== ===== ======

PREMIUMS WRITTEN
SEGMENT (EXCLUDING LIFE)
------- ----------------
<S> <C>
1999
Individual................. $ N/A
Institutional.............. N/A
Auto & Home................ 2,109
International.............. 64
Asset Management........... N/A
Corporate.................. N/A
Consolidation/Elimination.. N/A
------
$2,173
======
1998
Individual................. $ N/A
Institutional.............. N/A
Auto & Home................ 1,422
International.............. 44
Asset Management........... N/A
Corporate.................. N/A
Consolidation/Elimination.. N/A
------
$1,466
======
1997
Individual................. $ N/A
Institutional.............. N/A
Auto & Home................ 1,359
International.............. 12
Asset Management........... N/A
Corporate.................. N/A
Consolidation/Elimination.. N/A
------
$1,371
======
</TABLE>

II-6
<PAGE> 336

METROPOLITAN LIFE INSURANCE COMPANY

SCHEDULE IV
REINSURANCE
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
(IN MILLIONS)

<TABLE>
<CAPTION>
PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
------ --------- ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31, 1999
Life insurance in force............................. $1,743,945 $217,358 $12,168 $1,538,755 0.8%
========== ======== ======= ========== ====
INSURANCE PREMIUMS
Life insurance.................................. $ 9,503 $ 1,269 $ 217 $ 8,451 2.6%
Accident and health insurance................... 2,102 323 48 1,827 2.6%
Property and casualty insurance................. 1,644 53 219 1,810 12.1%
---------- -------- ------- ---------- ----
TOTAL INSURANCE PREMIUMS..................... $ 13,249 $ 1,645 $ 484 $ 12,088 4.0%
========== ======== ======= ========== ====
FOR THE YEAR ENDED DECEMBER 31, 1998
Life insurance in force............................. $1,652,179 $167,941 $11,435 $1,495,673 0.8%
========== ======== ======= ========== ====
INSURANCE PREMIUMS
Life insurance.................................. $ 9,572 $ 1,281 $ 313 $ 8,604 3.6%
Accident and health insurance................... 1,718 301 53 1,470 3.6%
Property and casualty insurance................. 1,473 87 43 1,429 3.0%
---------- -------- ------- ---------- ----
TOTAL INSURANCE PREMIUMS..................... $ 12,763 $ 1,669 $ 409 $ 11,503 3.6%
========== ======== ======= ========== ====
FOR THE YEAR ENDED DECEMBER 31, 1997
Life insurance in force............................. $1,699,690 $ 49,452 $17,748 $1,667,986 1.1%
========== ======== ======= ========== ====
INSURANCE PREMIUMS
Life insurance.................................. $ 9,556 $ 1,210 $ 227 $ 8,573 2.6%
Accident and health insurance................... 1,753 497 83 1,339 6.2%
Property and casualty insurance................. 1,419 103 50 1,366 3.7%
---------- -------- ------- ---------- ----
TOTAL INSURANCE PREMIUMS..................... $ 12,728 $ 1,810 $ 360 $ 11,278 3.2%
========== ======== ======= ========== ====
</TABLE>

II-7
<PAGE> 337

All schedules, other than those listed above, are omitted because the
information is not required or because the information is included in the
Consolidated Financial Statements or Notes thereto.

ITEM 17. UNDERTAKINGS.

Each registrant hereby undertakes:

(a) To provide to the underwriters at the closing specified in the
underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to
each purchaser.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended ("Act") may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(c) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(d) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

II-8
<PAGE> 338

SIGNATURES

Pursuant to the requirements of the Act, the registrant has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York, New York on March 9, 2000.

MetLife, Inc.

By: /s/ ROBERT H. BENMOSCHE
------------------------------------
Name: Robert H. Benmosche
Title: Chairman, President and
Chief Executive Officer

II-9
<PAGE> 339

SIGNATURES

METLIFE CAPITAL TRUST I

By MetLife, Inc.,
as sponsor

By: /s/ GWENN L. CARR
------------------------------------
Name: Gwenn L. Carr
Title: Vice President and
Secretary

II-10
<PAGE> 340

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes and appoints
Robert H. Benmosche and Gary A. Beller, or any of them, as such person's
attorney-in-fact, with full power of substitution and resubstitution, to sign
and file on such person's behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
MetLife, Inc. pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
as fully as such person could do in person, hereby verifying and confirming all
that such attorney-in-fact, or his substitutes, may lawfully do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman, President, Chief March 9, 2000
- --------------------------------------------- Executive Officer and Director
Robert H. Benmosche

* Director March 9, 2000
- ---------------------------------------------
Curtis H. Barnette

* Vice-Chairman, Chief Investment March 9, 2000
- --------------------------------------------- Officer and Director
Gerald Clark

* Director March 9, 2000
- ---------------------------------------------
Joan Ganz Cooney

* Director March 9, 2000
- ---------------------------------------------
Burton A. Dole, Jr.

* Director March 9, 2000
- ---------------------------------------------
James R. Houghton

* Director March 9, 2000
- ---------------------------------------------
Harry P. Kamen

* Director March 9, 2000
- ---------------------------------------------
Helene L. Kaplan

* Director March 9, 2000
- ---------------------------------------------
Charles M. Leighton

* Director March 9, 2000
- ---------------------------------------------
Allen E. Murray
</TABLE>

II-11
<PAGE> 341

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Vice-Chairman, Chief Financial March 9, 2000
- --------------------------------------------- Officer and Director
Stewart G. Nagler

* Director March 9, 2000
- ---------------------------------------------
John J. Phelan, Jr.

* Director March 9, 2000
- ---------------------------------------------
Hugh B. Price

* Director March 9, 2000
- ---------------------------------------------
Robert G. Schwartz

* Director March 9, 2000
- ---------------------------------------------
Ruth J. Simmons

* Director March 9, 2000
- ---------------------------------------------
William C. Steere, Jr.

*By /s/ ROBERT H. BENMOSCHE
- --------------------------------------------
Attorney-in-fact
</TABLE>

II-12
<PAGE> 342

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
1.1 Form of Underwriting Agreement*
2.1 Plan of Reorganization (Incorporated by reference to Exhibit
2.1 to MetLife, Inc.'s Registration Statement on Form S-1
(No. 333-91517))
3.1 Form of Amended and Restated Certificate of Incorporation of
MetLife, Inc. (incorporated by reference to Exhibit 3.1 to
MetLife, Inc.'s Registration Statement on Form S-1 (No.
333-91517))
3.2 Form of Amended and Restated By-Laws of MetLife, Inc.
(incorporated by reference to Exhibit 3.2 to MetLife,
Inc.'s Registration Statement on Form S-1 (No. 333-91517))
4.1 Form of Indenture between MetLife, Inc. and The Bank of New
York, as trustee, relating to the debt securities*
4.2 Form of First Supplemental Indenture between MetLife, Inc.
and The Bank of New York, as trustee, relating to the
Debentures*
4.3 Certificate of Trust of MetLife Capital Trust I*
4.4 Declaration of Trust of MetLife Capital Trust I*
4.5 Form of Amended and Restated Declaration of Trust of MetLife
Capital Trust I*
4.6 Form of Capital Securities Guarantee Agreement for MetLife
Capital Trust I*
4.7 Form of Capital Security Certificate of MetLife Capital
Trust I*
4.8 Form of Purchase Contract Agreement*
4.9 Form of Remarketing Agreement*
4.10 Form of Pledge Agreement*
4.11 Form of Debenture*
4.12 Form of Normal Unit (Included in Exhibit 4.8)*
4.13 Form of Stripped Unit (Included in Exhibit 4.8)*
5.1 Opinion of Debevoise & Plimpton*
5.2 Opinion of Richards, Layton & Finger, P.A.*
5.3 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP*
8.1 Opinion of Debevoise & Plimpton as to certain tax matters*
10.1 MetLife Deferred Compensation Plan 2000 for Senior Officers
(Incorporated by reference to Exhibit 10.1 to MetLife,
Inc.'s Registration Statement on Form S-1 (No. 333-91517))
10.2 MetLife Deferred Compensation Plan 2000 for Officers
(Incorporated by reference to Exhibit 10.2 to MetLife,
Inc.'s Registration Statement on Form S-1 (No. 333-91517))
10.3 Form of Employment Continuation Agreement with Messrs.
Benmosche, Nagler and Clark (Incorporated by reference to
Exhibit 10.3 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
10.4 Form of Employment Continuation Agreement with Mr. Henrikson
and other executive officers (Incorporated by reference to
Exhibit 10.4 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
10.5 Employment Continuation Agreement with Mr. Benson*
(Incorporated by reference to Exhibit 10.5 to MetLife,
Inc.'s Registration Statement on Form S-1 (No. 333-91517))
10.6 Form of Stockholder Rights Agreement (Incorporated by
reference to Exhibit 10.6 to MetLife, Inc.'s Registration
Statement on Form S-1 (No. 333-91517))
10.7 MetLife, Inc. 2000 Stock Incentive Plan (Incorporated by
reference to Exhibit 10.7 to MetLife, Inc.'s Registration
Statement on Form S-1 (No. 333-91517))
</TABLE>
<PAGE> 343

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
10.8 MetLife, Inc. 2000 Directors Stock Plan (Incorporated by
reference to Exhibit 10.8 to MetLife, Inc.'s Registration
Statement on Form S-1 (No. 333-91517))
10.9 Employment Continuation Agreement with Ms. Rein*
(Incorporated by reference to Exhibit 10.9 to MetLife,
Inc.'s Registration Statement on Form S-1 (No. 333-91517))
10.10 Employment Continuation Agreement between Ms. Rein and
Metropolitan Property and Casualty Insurance Company,
dated March 3, 2000 (Incorporated by reference to Exhibit
10.10 to MetLife, Inc.'s Registration Statement on Form
S-1 (No. 333-91517))
10.11 Employment Agreement between New England Life Insurance
Company and James M. Benson (Incorporated by reference to
Exhibit 10.11 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
10.12 Policyholder Trust Agreement (Incorporated by reference to
Exhibit 10.12 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
10.13 Restatement of the Excess Asbestos Indemnity Insurance
Policy, dated as of December 31, 1998, between Stockwood
Reinsurance Company, Ltd. and Metropolitan Life Insurance
Company (Incorporated by reference to Exhibit 10.13 to
MetLife, Inc.'s Registration Statement on Form S-1 (No.
333-91517))
10.14 Restatement of the Excess Asbestos Indemnity Insurance
Policy, dated as of December 31, 1998, between European
Reinsurance Corporation of America and Metropolitan Life
Insurance Company (Incorporated by reference to Exhibit
10.14 to MetLife, Inc.'s Registration Statement on Form
S-1 (No. 333-91517))
10.15 Restatement of the Aggregate Excess of Loss Reinsurance
Agreement, dated as of December 31, 1998, between
Stockwood Reinsurance Company, Ltd. and Metropolitan Life
Insurance Company (Incorporated by reference to Exhibit
10.15 to MetLife, Inc.'s Registration Statement on Form
S-1 (No. 333-91517))
10.16 Restatement of the Excess Asbestos Indemnity Insurance
Policy, dated as of December 31, 1998, between Granite
State Insurance Company and Metropolitan Life Insurance
Company (Incorporated by reference to Exhibit 10.16 to
MetLife, Inc.'s Registration Statement on Form S-1 (No.
333-91517))
10.17 Restatement of the Aggregate Excess of Loss Reinsurance
Agreement, dated as of December 31, 1998, between American
International Life Assurance Company of New York and
Metropolitan Life Insurance Company (Incorporated by
reference to Exhibit 10.17 to MetLife, Inc.'s Registration
Statement on Form S-1 (No. 333-91517))
10.18 Five-Year Credit Agreement, dated as of April 27,1998, and
as amended as of April 26, 1999, among Metropolitan Life
Insurance Company, MetLife Funding, Inc. and the other
parties signatory thereto (Incorporated by reference to
Exhibit 10.18 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
10.19 364-Day Credit Agreement, dated as of April 27, 1998, as
amended and restated as of April 26, 1999, among
Metropolitan Life Insurance Company, MetLife Funding, Inc.
and the other parties signatory thereto (Incorporated by
reference to Exhibit 10.19 to MetLife, Inc.'s Registration
Statement on Form S-1 (No. 333-91517))
10.20 364-Day Credit Agreement, dated as of September 29, 1999,
among Metropolitan Life Insurance Company, MetLife
Funding, Inc. and the other parties signatory thereto
(Incorporated by reference to Exhibit 10.20 to MetLife,
Inc.'s Registration Statement on Form S-1 (No. 333-91517))
10.21 Stipulation of Settlement* (Incorporated by reference to
Exhibit 10.21 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
</TABLE>
<PAGE> 344

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
10.22 Consulting Agreement with Harry P. Kamen, effective July 1,
1999 (Incorporated by reference to Exhibit 10.22 to
MetLife, Inc.'s Registration Statement on Form S-1 (No.
333-91517))
10.23 Consulting Agreement with Harry P. Kamen, effective July 1,
1998 (Incorporated by reference to Exhibit 10.23 to
MetLife, Inc.'s Registration Statement on Form S-1 (No.
333-91517))
10.24 Metropolitan Life Insurance Company Long Term Performance
Compensation Plan (for performance periods starting on or
after January 1, 2000) (Incorporated by reference to
Exhibit 10.24 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
10.25 Metropolitan Life Insurance Company Long Term Performance
Compensation Plan (for performance periods starting on or
after January 1, 1999) (Incorporated by reference to
Exhibit 10.25 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
10.26 Metropolitan Life Insurance Company Long Term Performance
Compensation Plan (for performance periods starting on or
after January 1, 1998) (Incorporated by reference to
Exhibit 10.26 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
10.27 Metropolitan Life Insurance Company Long Term Performance
Compensation Plan (for performance periods starting on or
after January 1, 1997) (Incorporated by reference to
Exhibit 10.27 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
10.28 Metropolitan Life Insurance Company Annual Variable
Incentive Plan (for performance periods starting on or
after January 1, 2000) (Incorporated by reference to
Exhibit 10.28 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
10.29 The New Metropolitan Life Auxiliary Retirement Benefits
Plan, as amended and restated, effective January 1,1996
(Incorporated by reference to Exhibit 10.29 to MetLife,
Inc.'s Registration Statement on Form S-1 (No. 333-91517))
10.30 The New Metropolitan Life Supplemental Auxiliary Retirement
Benefits Plan, effective January 1,1996, and Amendment
thereto (Incorporated by reference to Exhibit 10.30 to
MetLife, Inc.'s Registration Statement on Form S-1 (No.
333-91517))
10.31 Metropolitan Life Auxiliary Savings and Investment Plan,
restated effective through August 15, 1998 (Incorporated
by reference to Exhibit 10.31 to MetLife, Inc.'s
Registration Statement on Form S-1 (No. 333-91517))
10.32 Metropolitan Life Supplemental Auxiliary Savings and
Investment Plan (as amended and restated as of September
1, 1998) and Amendment thereto (Incorporated by reference
to Exhibit 10.32 to MetLife, Inc.'s Registration Statement
on Form S-1 (No. 333-91517))
10.33 Supplemental Auxiliary Savings and Investment Plan of
Participating Metropolitan Affiliates, effective January
1, 1996 (Incorporated by reference to Exhibit 10.33 to
MetLife, Inc.'s Registration Statement on Form S-1 (No.
333-91517))
10.34 Metropolitan Life Supplemental Retirement Benefits Plan and
Amendment thereto, effective January 1, 1995 (Incorporated
by reference to Exhibit 10.34 to MetLife, Inc.'s
Registration Statement on Form S-1 (No. 333-91517))
10.35 New England Financial Annual Variable Incentive Plan (for
performance periods starting on or after January 1, 2000)
(Incorporated by reference to Exhibit 10.35 to MetLife,
Inc.'s Registration Statement on Form S-1 (No. 333-91517))
</TABLE>
<PAGE> 345

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
10.36 New England Financial Long Term Performance Compensation
Plan (for performance periods starting on or after January
1, 2000) (Incorporated by reference to Exhibit 10.36 to
MetLife, Inc.'s Registration Statement on Form S-1 (No.
333-91517))
10.37 New England Life Insurance Company Select Employees
Supplemental 401(k) Plan, as amended and restated
effective January 1, 2000* (Incorporated by reference to
Exhibit 10.37 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
10.38 New England Life Insurance Company Supplemental Retirement
Plan, as amended and restated effective January 1, 2000
(Incorporated by reference to Exhibit 10.38 to MetLife,
Inc.'s Registration Statement on Form S-1 (No. 333-91517))
10.39 The New England Life Insurance Company Select Employees
Supplemental Retirement Plan, as amended and restated
effective January 1, 2000 (Incorporated by reference to
Exhibit 10.39 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
10.40 The New England Life Insurance Company Senior Executive
Nonqualified Elective Deferral Plan, effective January 1,
1998 (Incorporated by reference to Exhibit 10.40 to
MetLife, Inc.'s Registration Statement on Form S-1 (No.
333-91517))
10.41 New England Financial Long Term Performance Compensation
Plan (for each of the three-year performance periods
commencing on January 1, 1997, 1998 and 1999,
respectively) (Incorporated by reference to Exhibit 10.41
to MetLife, Inc.'s Registration Statement on Form S-1 (No.
333-91517))
12.1 Statement of Ratio of Earnings to Fixed Charges
21.1 Subsidiaries of MetLife, Inc. (Incorporated by reference to
Exhibit 21.1 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of Debevoise & Plimpton (included in Exhibit 5.1)*
23.4 Consent of Richards, Layton & Finger, P.A. (included in
Exhibit 5.2)*
24.1 Powers of Attorney (included on the signature page of this
Registration Statement)
24.2 Powers of Attorney for MetLife, Inc., as sponsor, to sign
the Registration Statement on behalf of MetLife Capital
Trust I (included on the signature page to this
Registration Statement)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York, as trustee under the
Indenture*
25.2 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York, as trustee under the
First Supplemental Indenture*
25.3 Form T-1 Statement of Eligibility for The Bank of New York,
as property trustee and The Bank of New York (Delaware),
as Delaware trustee under the Amended and Restated
Declaration of Trust for MetLife Capital Trust I*
25.4 Form T-1 Statement of Eligibility for The Bank of New York,
as guarantee trustee under the Capital Securities
Guarantee Agreement*
27.1 Financial Data Schedule (Incorporated by reference to
Exhibit 27.1 to MetLife, Inc.'s Registration Statement on
Form S-1 (No. 333-91517))
</TABLE>

- ---------------
* To be filed by amendment.

<PAGE> 1

EXHIBIT 12.1

METROPOLITAN LIFE INSURANCE COMPANY

RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
------------------------------------------------------
PRO FORMA
---------
1999 1999 1998 1997 1996 1995
--------- ------ ------ ------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Income before provision for income taxes,
discontinued operations and
extraordinary item..................... $1,348 $1,435 $2,087 $1,671 $1,406 $ 744
Minority interests....................... 142 55 67 56 30 22
Undistributed income and losses of
investees.............................. (322) (322) (114) 157 (45) (221)
------ ------ ------ ------ ------ ------
Adjusted earnings........................ 1,168 1,168 2,040 1,884 1,391 545
------ ------ ------ ------ ------ ------
Add Fixed Charges:
Interest credited to policyholder
account balances.................... 2,441 2,441 2,711 2,878 2,868 3,143
Interest............................... 405 405 379 453 311 285
25.9% of rental expense................ 62 62 40 46 47 48
Charges for equity security units...... 87 -- -- -- -- --
------ ------ ------ ------ ------ ------
Total fixed charges.................... 2,995 2,908 3,130 3,377 3,226 3,476
------ ------ ------ ------ ------ ------
Deduct:
Interest capitalized................... -- -- -- -- 6 2
Charges for equity security units...... 87 -- -- -- -- --
------ ------ ------ ------ ------ ------
Total earnings......................... $4,076 $4,076 $5,170 $5,261 $4,611 $4,019
====== ====== ====== ====== ====== ======
Ratio of earnings to fixed charges....... 1.36 1.40 1.65 1.56 1.43 1.16
====== ====== ====== ====== ====== ======
</TABLE>

<PAGE> 1

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

The Board of Directors and Policyholders of
Metropolitan Life Insurance Company:

We consent to the use in this Registration Statement of MetLife, Inc. and
MetLife Capital Trust I of our reports dated February 7, 2000 and February 11,
2000, relating to the consolidated financial statements of Metropolitan Life
Insurance Company and subsidiaries and the balance sheet of MetLife, Inc.
appearing in the Prospectus, which is part of this Registration Statement, and
of our report dated February 7, 2000 relating to the consolidated financial
statement schedules of Metropolitan Life Insurance Company and subsidiaries
appearing elsewhere in this Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

/s/ DELOITTE & TOUCHE LLP
- ---------------------------------------

Deloitte & Touche LLP

New York, New York
March 3, 2000