Item 8.01. Other Events.
On January 12, 2009, MetLife, Inc. (the "Company") entered into a remarketing agreement (the "Remarketing Agreement") with Citigroup Global Markets, Inc., as Remarketing Agent, and The Bank of New York Mellon Trust Company, N.A., not individually but solely as Purchase Contract Agent and as attorney-in-fact of the holders of Purchase Contracts (each as defined therein), relating to the remarketing of the Company's 4.91% Junior Subordinated Debt Securities, Series B (the "Series B Debt Securities") or any successor or replacement securities (the "Remarketed Securities"). Additional remarketing agents may be selected to participate in the remarketing. The terms of the Remarketing Agreement, which is attached hereto as Exhibit 99.1, are incorporated herein by reference. Capitalized terms used and not defined herein, shall have the meanings ascribed to them in the Remarketing Agreement.
The Series B Debt Securities were originally issued by the Company to MetLife Capital Trust III ("Trust III") in June 2005 in connection with the offering of the Company's Common Equity Units (the "Units"). Each Unit initially consisted of a contract to purchase shares of the Company's common stock in accordance with the terms of the Units, a 1/80th undivided beneficial interest in a trust preferred security (the "Series A Trust Preferred Securities") of MetLife Capital Trust II ("Trust II") and a 1/80th undivided beneficial interest in a trust preferred security (the "Series B Trust Preferred Securities") of Trust III. In August 2008, Trust II was dissolved, the underlying debt securities held by Trust II were distributed to the holders of the Series A Trust Preferred Securities, and the underlying securities were remarketed.
In accordance with the terms of the Declaration of Trust of Trust III, Trust III will be dissolved and the Series B Debt Securities will be distributed to the holders of the Series B Trust Preferred Securities, prior to the Remarketing Date. Subject to the terms of the Remarketing Agreement, the remarketing is scheduled to occur on February 11, 2009. The Remarketing Agreement provides that the Remarketing Agents are obligated to use their commercially reasonable efforts to obtain a price for the Remarketed Securities which results in proceeds, net of fees, equal to at least 100% of the aggregate principal amount of, plus accrued and unpaid interest, if any, on the Remarketed Securities to the Remarketing Settlement Date. The Remarketing Agents will remarket all Remarketed Securities tendered or deemed tendered for remarketing.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

99.1 Remarketing Agreement dated as of January 12, 2009 among MetLife, Inc., Citigroup Global Markets, Inc., as Remarketing Agent, and The Bank of New York Mellon Trust Company, N.A., not individually, but solely as Purchase Contract Agent and as Attorney-in-Fact of the Holders of Purchase Contracts.

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