ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

The information set forth and the exhibits identified in Item 8.01(i) are incorporated herein by reference.

ITEM 8.01. OTHER EVENTS.

(i) On February 11, 2009, MetLife, Inc., a Delaware corporation (the "Company"), entered into a Pricing Agreement (the "Pricing Agreement") with Citigroup Global Markets Inc. and the other institutions named therein (the "Remarketing Agents") and The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent (the "Purchase Contract Agent"), relating to the remarketing of debt securities constituting part of the Company's 6.375% Common Equity Units (the "Units"). The Pricing Agreement was entered into pursuant to the Remarketing Agreement dated January 12, 2009, among the Company, the Remarketing Agents and the Purchase Contract Agent and sets forth the terms upon which $1,034,999,000 aggregate principal amount of such debt securities were remarketed on behalf of the holders of Units. The Pricing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On February 17, 2009, the remarketing was successfully concluded, and the debt securities were denominated the Company's 7.717% Senior Debt Securities, Series B, Due 2019 (the "Series B Debentures"). A form of the securities certificate representing the Series B Debentures is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The Series B Debentures were issued pursuant to an Indenture and Second Supplemental Indenture dated as of June 21, 2005 between the Company and the Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (the "Trustee"), as supplemented by the Seventh Supplemental Indenture, dated as of February 6, 2009, between the Company and the Trustee, and having terms described in the Company's Prospectus Supplement relating to the remarketing dated February 11, 2009, filed with the Securities and Exchange Commission on February 13, 2009 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
(ii) Separate and unrelated to the transaction described above, on February 18, 2009, the Company issued a press release announcing the declaration of first quarter 2009 dividends of $0.2500000 per share on the Company's floating rate non-cumulative preferred stock, Series A, and $0.4062500 per share on the Company's 6.50% non-cumulative preferred stock, Series B. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.