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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 000-30195

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

DELAWARE 51-6516897
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

1100 NORTH MARKET STREET
WILMINGTON, DE 19890
(302) 651-1000
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

BENEFICIAL INTERESTS IN THE METLIFE POLICYHOLDER TRUST

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (sec. 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

As of March 2, 2001, 451,365,795 Trust Interests were outstanding. The
Trust Interests are not transferable except in limited circumstances and have no
market value.

DOCUMENTS INCORPORATED BY REFERENCE

NONE.
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2

TABLE OF CONTENTS

PAGE
NUMBER
------

PART I Item 1. Business........................................... 2
Item 2. Properties......................................... 5
Item 3. Legal Proceedings.................................. 5
Item 4. Submission of Matters to a Vote of Security
Holders............................................ 5
PART II Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................... 6
Item 6. Selected Financial Data............................ 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 6
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk........................................ 6
Item 8. Financial Statements and Supplementary Data........ 7
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure......................... 13
PART III Item 10. Directors and Executive Officers of the
Registrant......................................... 13
Item 11. Executive Compensation............................. 14
Item 12. Security Ownership of Certain Beneficial Owners and
Management......................................... 14
Item 13. Certain Relationships and Related Transactions..... 14
PART IV Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K................................ 15
SIGNATURES............................................................... 16

1
3

PART I

ITEM 1. BUSINESS.

The MetLife Policyholder Trust (the "Trust") was established under the
Metropolitan Life Insurance Company ("Metropolitan Life") plan of reorganization
(the "Plan") and pursuant to the MetLife Policyholder Trust Agreement (the
"Trust Agreement"), dated as of November 3, 1999, by and among Metropolitan
Life, MetLife, Inc. (the "Holding Company"), Wilmington Trust Company (the
"Trustee") and ChaseMellon Shareholder Services LLC, as custodian (the
"Custodian"), in connection with the conversion of Metropolitan Life from a
mutual life insurance company to a stock life insurance company. The Trust is a
single-purpose trust that does not engage in any other business or activity
other than voting and holding the Trust Shares (as defined below) and certain
closely related activities, such as distributing cash dividends.

Under the Plan and the Trust Agreement, certain eligible policyholders of
Metropolitan Life (the "Trust Eligible Policyholders") were allocated a number
of interests in the Trust ("Trust Interests") equal to the number of shares of
common stock of the Holding Company, par value $0.01 per share (the "Common
Stock"), allocated to them in accordance with the Plan. The assets of the Trust
consist principally of the shares of Common Stock issued to the Trust (the
"Trust Shares") for the benefit of the Trust Eligible Policyholders and
permitted transferees (collectively, the "Beneficiaries"). The Trust Shares are
held in the name of the Trustee, on behalf of the Trust, which has legal title
over the Trust Shares. The Beneficiaries do not have legal title to any part of
the assets of the Trust. The Trust Interests represent undivided fractional
interests in the Trust Shares and other assets of the Trust beneficially owned
by a Trust Beneficiary through the Custodian.

A Trust Interest entitles the Beneficiary to certain rights, including the
right to: (i) receive dividends distributed upon Trust Shares; (ii) have Trust
Shares withdrawn from the Trust to be sold for cash through a purchase and sale
program established by the Holding Company pursuant to the Plan (the "Purchase
and Sale Program"); (iii) deposit in the Trust additional shares of Common Stock
purchased through the Purchase and Sale Program; (iv) withdraw Trust Shares
after the first anniversary of the effective date of the reorganization of
Metropolitan Life (the "Effective Date"); and (v) instruct the Trustee to vote
the Trust Shares on certain matters, each as further described in and limited by
the terms of the Trust Agreement. The Trustee has no beneficial interest in the
Trust Shares.

As a general rule, Beneficiaries are prohibited from selling, transferring,
assigning, pledging or otherwise disposing of their Trust Interests; however,
Trust Interests may be transferred:

(i) from the estate of a deceased Beneficiary to one or more
beneficiaries taking by operation of law or pursuant to testamentary
succession;

(ii) to the spouse or issue of a Beneficiary or to an entity selected
by a Beneficiary, provided that transfers to such entity are deductible for
Federal income, gift and estate tax purposes under Sections 170, 2055 and
2522 of the Internal Revenue Code of 1986, as amended, or to a trust
established for the exclusive benefit of one or more of the following: (x)
Beneficiaries, (y) individuals described in this clause (ii), or (z)
entities described in this clause (ii);

(iii) to a trust established to hold Trust Interests on behalf of an
employee benefit plan;

(iv) if the Beneficiary is not a natural person, by operation of law
to the surviving entity upon the merger or consolidation of such
Beneficiary into another entity, to the purchaser of substantially all the
assets of such Beneficiary or to the appropriate persons upon the
dissolution, termination or winding up of such Beneficiary;

(v) by operation of law as a consequence of the bankruptcy or
insolvency of such Beneficiary or the granting of relief to such
Beneficiary under the Federal bankruptcy laws; or

(vi) from a trust holding an insurance policy or annuity contract on
behalf of the insured person under such policy or contract, to those
persons to whom Trust Interests are required to be so transferred pursuant
to the terms of such trust.

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4

In addition, if the Board of Directors of the Holding Company determines that
there is, at any time, a material risk that the assets of the Trust may be
characterized as "plan assets" under United States Department of Labor Reg.
Section 2510.3-101, as amended, the Board may direct the Trustee to distribute
to the Custodian, for distribution to one or more Beneficiaries, a number of
Trust Shares (not to exceed the total number of such Beneficiaries' Trust
Interests) as the Board may determine to be necessary or appropriate to ensure
that the assets of the Trust will not be so characterized as "plan assets".

A transferee of Trust Interests will become subject to the Trust Agreement.
Trust Interests are held in the name of the Custodian, which keeps a record of
the Trust Interests of the Beneficiaries on a book-entry system maintained by
the Custodian. The Trust Interests are not represented by certificates or other
evidences of ownership.

The Trust Agreement provides that Beneficiaries may instruct the program
agent for the Purchase and Sale Program to withdraw their allocated shares from
the Trust for sale through the Purchase and Sale Program, beginning on the later
of (i) the termination of any stabilization arrangements and trading
restrictions in connection with the Holding Company's initial public offering
and (ii) the closing of all underwriters' over-allotment options that have been
exercised and the expiration of all unexercised options in connection with such
offering. Beneficiaries holding a number of Trust Interests that is less than
1,000 are also entitled to purchase in the Purchase and Sale Program additional
shares of Common Stock to be deposited in the Trust and allocated to the
Beneficiary, subject to the limitation that, after such purchase, the
Beneficiary will hold no more than 1,000 Trust Interests, and further, subject
to a minimum of $250 per purchase (or such lesser amount that would cause the
Beneficiary to hold the 1,000 maximum number of Trust Interests), beginning on
the first trading day following the 90th day after the Effective Date, July 7,
2000. The number of Trust Interests allocated to Beneficiaries will be adjusted
for any shares of Common Stock purchased or sold in the Purchase and Sale
Program such that the Trust Interests held by a Beneficiary will always equal
the number of shares of Common Stock allocated to the Beneficiary.

Beginning April 7, 2001, one year after the Effective Date, Beneficiaries
may withdraw all, but not less than all, of their allocated shares of Common
Stock at any time by providing written notice to the Custodian.

The Trust Agreement provides the Trustee with directions as to the manner
in which to vote, assent or consent the Trust Shares at all times during the
term of the Trust. On all matters brought for a vote before the stockholders of
the Holding Company, with the exception of a Beneficiary Consent Matter (as
defined below), the Trustee will vote in accordance with the recommendation
given by the Board of Directors of the Holding Company to its stockholders or,
if no such recommendation is given, as directed by the Board. On all Beneficiary
Consent Matters, the Trustee will vote all of the Trust Shares in favor of, in
opposition to or abstain from the matter in the same ratio as the Trust
Interests of the Beneficiaries that returned voting instructions to the Trustee
indicated preferences for voting in favor of, in opposition to or abstaining
from such matter. The Trust Agreement also contains provisions allowing
Beneficiaries to instruct the Custodian to withdraw their allocated Trust Shares
to participate in any tender or exchange offer for the Common Stock and to make
any cash or share election, or perfect any dissenter's rights, in connection
with a merger of the Holding Company.

A "Beneficiary Consent Matter" is a matter presented to stockholders of the
Holding Company concerning the following:

(i) subject to certain conditions, a contested election of directors
or the removal of a director,

(ii) a merger or consolidation, a sale, lease or exchange of all or
substantially all of the assets or a recapitalization or dissolution of the
Holding Company, if it requires a vote of stockholders under applicable
Delaware law,

(iii) any transaction that would result in an exchange or conversion
of Trust Shares for cash, securities or other property,

(iv) issuances of Common Stock prior to the first anniversary of the
Effective Date at a price materially below the prevailing market price, if
a vote is required to approve the issuance under

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5

Delaware law, other than issuances in an underwritten public offering or
pursuant to an employee benefit plan,
(v) before the first anniversary of the Effective Date, any matter
that requires approval by a vote of more than a majority of the outstanding
stock of the Holding Company entitled to vote thereon under Delaware law or
the certificate of incorporation or the by-laws of the Holding Company, and
any amendment to the certificate of incorporation or by-laws of the Holding
Company that is submitted to a vote of stockholders for approval, and
(vi) proposals submitted to stockholders requiring the Board of
Directors to amend the Holding Company's Stockholder Rights Plan, or redeem
rights under that plan, other than a proposal with respect to which the
Holding Company has received advice of nationally-recognized legal counsel
to the effect that the proposal is not a proper subject for stockholder
action under Delaware law.
Proxy solicitation materials, annual reports and information statements
received by the Custodian in connection with any matter not involving a
Beneficiary Consent Matter will be made available by the Holding Company to
Beneficiaries for their information on a website maintained by the Holding
Company or by mail upon request and at the Holding Company's expense, but voting
instructions to the Trustee will not be solicited and, if instructions are
received, they will not be binding on the Trustee.
The Trust Agreement provides that regular cash dividends, if any, collected
or received by the Trustee with respect to the Trust Shares will be distributed
by the Custodian semi-annually to the Beneficiaries within 90 days after receipt
by the Trustee. Distribution of all other cash dividends will be made by the
Custodian to the Beneficiaries on the first business day following the 30th day
after the Trust receives the dividends. Alternatively, the Trustee may arrange
with the Holding Company for the direct payment by the Holding Company of such
cash dividends to the Beneficiaries. The Trust Agreement further provides that
pending such distribution, cash dividends may be invested in short-term
obligations of or guaranteed by the United States, or any agency or
instrumentality thereof, and in certificates of deposit of any bank or trust
company having a combined capital and surplus not less than $500,000,000.
Dividends or other distributions in Common Stock will be allocated to the
Beneficiaries and held by the Trustee as Trust Shares. Generally, all other
distributions by the Holding Company to its stockholders will be held and
distributed by the Trustee to the Beneficiaries in proportion to their Trust
Interests.
The Trust will terminate on the 90th day after the date on which the
Trustee will have received notice from the Holding Company that the number of
Trust Shares held by the Trust is equal to 10% or less of the number of issued
and outstanding shares of Common Stock or on the date on which the last Trust
Share will have been withdrawn, distributed or exchanged. The Trust may be
terminated earlier:
(i) on the 90th day after the date on which the Trustee receives
written notice from the Holding Company, given in the Holding Company's
discretion at any time, that the number of Trust Shares is 25% or less of
the number of issued and outstanding shares of Common Stock,
(ii) on the date on which the Trustee receives written notice from the
Holding Company that the Board of Directors of the Holding Company has
determined, as a result of any amendment of, or change (including any
announced prospective change) in the laws (or any regulations thereunder)
of the United States or any State, Commonwealth or other political
subdivision or authority thereof or therein, or any official administrative
pronouncement or judicial decision interpreting or applying such law or
regulation, or any changes in the facts or circumstances relating to the
Trust, that maintaining the Trust is or is reasonably expected to become
burdensome to the Holding Company or the Beneficiaries,

(iii) on the date on which any rights issued under a stockholder
rights plan adopted by the Holding Company and held by the Trust become
separately tradable from the Trust Shares to which they relate, or

(iv) on the date on which there is an entry of a final order for
termination or dissolution of the Trust or similar relief by a court of
competent jurisdiction.

The Trust may also have to be terminated at some point in time if the rule
against perpetuities applies.

Upon termination of the Trust, the remaining Trust Shares will be
distributed in book entry form to each Beneficiary, if book entry shares are
permitted by applicable law, together with the Beneficiary's

4
6

proportionate share of all unpaid distributions and dividends and interest
earned thereon. The Trust Agreement provides that the Holding Company may, in
its discretion, offer to purchase such shares at the market price of the Common
Stock at the time of the purchase.

The Trust Agreement may be amended from time to time by the Trustee, the
Custodian, the Holding Company and Metropolitan Life, without the consent of any
Beneficiary, (i) to cure any ambiguity, correct or supplement any provision
therein that may be inconsistent with any other provision therein, or to make
any other provision with respect to matters or questions arising under the Trust
Agreement, which will not be inconsistent with the other provisions of the Trust
Agreement, provided that the action does not adversely affect the Trust
Interests of the Beneficiaries, (ii) to modify, eliminate or add to any
provisions of the Trust Agreement to such extent as will be necessary to ensure
that the Trust will be classified for United States federal income tax purposes
as a grantor trust at all times or to ensure that the Trust will not be required
to register as an investment company under the Investment Company Act of 1940,
as amended, or (iii) to reflect the effect of a merger or consolidation in which
the Holding Company is not the surviving corporation and the other company into
which the Holding Company is merged or consolidated assumes its obligations
under the Trust Agreement. The Trust Agreement may also be amended with the
consent of Beneficiaries representing more than one-half of the Trust Interests,
provided that no such amendment or waiver will, without the consent of each
Beneficiary affected thereby, reduce the Trust Interests or otherwise eliminate
or materially postpone the right of any Beneficiary to receive dividends or
other distributions or to make elections under the Purchase and Sale Program or
to withdraw Trust Shares. Any such amendment made prior to the first anniversary
of the Effective Date will require the prior approval of the New York
Superintendent of Insurance.

Beneficiaries will not have any preemptive rights with respect to the Trust
Interests. There is no provision for any sinking fund with respect to the Trust
Interests.

On April 7, 2000, 494,466,664 shares of Common Stock were issued to the
Trust. At December 31, 2000, transactions by Beneficiaries under the Purchase
and Sale Program resulted in a decrease in the number of Trust Shares to
454,996,183.

On December 15, 2000, the Holding Company paid a dividend of $.20 per share
of its Common Stock to shareholders of record as of November 7, 2000.

The Beneficiaries of the Trust are directed to the Holding Company's Annual
Report to Stockholders and the Exchange Act filings of the Holding Company for
information regarding the Holding Company. See Metropolitan Life Insurance
Company (1999 SEC No-Act. LEXIS 914) (Avail. Nov. 23, 1999). The Trustee relies
on receiving information, reports and representations from the Holding Company
and the Custodian in the ordinary course of its business. In executing and
submitting this report on behalf of the Trust, the Trustee has relied upon the
accuracy of such reports and representations of the aforementioned entities.

ITEM 2. PROPERTIES.

The Trust does not as of the date of this filing hold in fee, own,
beneficially hold or lease any physical properties.

ITEM 3. LEGAL PROCEEDINGS.

The Trust is not as of the date of this filing a party to any pending legal
proceeding.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

During the fourth quarter of 2000, no matter was brought before the Trustee
to vote, assent or consent the Trust Shares that required a solicitation of
voting instructions from Beneficiaries.

5
7

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

No public market exists for the Trust Interests.

ITEM 6. SELECTED FINANCIAL DATA.

Since the Trust has been in existence less than one year, no comparison of
financial data is possible. For further discussion regarding the financial
statements of the Trust and the notes thereto, see Items 7 and 8.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

FOR THE PERIOD APRIL 7, 2000 (DATE OF THE ESTABLISHMENT OF THE METLIFE
POLICYHOLDER TRUST) THROUGH DECEMBER 31, 2000

Net assets in the MetLife Policyholder Trust increased $15,925 million for
the period April 7, 2000 through December 31, 2000. This increase is primarily
due to the initial capitalization of the Trust from the deposit of the Trust
Shares on the Effective Date and unrealized gains on the Trust Shares. The Trust
was established on April 7, 2000 in conjunction with Metropolitan Life's
conversion from a mutual life insurance company to a stock life insurance
company. In accordance with the Plan, each Beneficiary's policyholder membership
interest was extinguished and Beneficiaries in the aggregate received, in
exchange for such interests, Trust Interests of $7,046 million, representing
494,466,664 shares of Common Stock to be held in the Trust, valued at the
initial public offering price of the Common Stock. Unrealized gains of $9,429
million on the Trust Shares for the period from April 7, 2000 through December
31, 2000 represent the difference between the market value and the cost basis of
the Trust Shares at December 31, 2000. These increases are offset by a net
decrease of 39,470,481 Trust Interests in connection with the Purchase and Sale
Program. Net redemptions by Beneficiaries through the Purchase and Sale Program
resulted in a $550 million decrease in net assets. Net investment income of $92
million, which consists of dividends received from the Holding Company's Common
Stock, and net realized investment gains recognized on the sale of Trust Shares
sold in the Purchase and Sale Program of $307 million were fully distributed to
Beneficiaries.

The value of equity securities can fluctuate in response to political,
market and economic developments and can affect a single issuer, issuers within
an industry, an economic sector, a geographic region, or the market as a whole.
In the short-term, equity prices can fluctuate dramatically in response to these
developments.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable. See Item 7.

6
8

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO FINANCIAL STATEMENTS

PAGE
----

Independent Auditors' Report................................ 8
Financial Statements as of December 31, 2000 and for the
period April 7, 2000 (date of inception) through December
31, 2000:
Statement of Assets and Liabilities.................... 9
Statement of Operations................................ 10
Statement of Changes in Net Assets..................... 11
Notes to Financial Statements.......................... 12

7
9

INDEPENDENT AUDITORS' REPORT

MetLife Policyholder Trust:

We have audited the accompanying statement of assets and liabilities of the
MetLife Policyholder Trust (the "Trust") as of December 31, 2000, and the
related statements of operations and changes in net assets for the period April
7, 2000 (date of inception) to December 31, 2000. These financial statements are
the responsibility of the Trust's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets of the Trust as of December 31, 2000,
the results of its operations and changes in its net assets for the period April
7, 2000 (date of inception) to December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

New York, New York
February 9, 2001

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10

METLIFE POLICYHOLDER TRUST

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2000
(IN THOUSANDS, EXCEPT TRUST INTEREST AMOUNTS)

ASSETS
Equity securities, at fair value (cost, $6,495,669)......... $15,924,866
Cash and cash equivalents................................... 309
Receivable for investments sold............................. 7,711
-----------
Total assets...................................... 15,932,886
-----------
LIABILITIES
Payable for investments purchased........................... 309
Payable for trust interests redeemed........................ 7,711
-----------
Total liabilities................................. 8,020
-----------
Commitments and contingencies (Note 3)

NET ASSETS.................................................. $15,924,866
===========
Net assets consist of:
Trust interests........................................... $ 6,495,669
Unrealized investment gains............................... 9,429,197
-----------
NET ASSETS, for 454,996,183 trust interests outstanding..... $15,924,866
===========
NET ASSET VALUE, offering price and redemption price per
trust interest ($15,924,866/454,996,183 trust
interests)................................................ $ 35.00
===========

See accompanying notes which are an integral part of these financial statements.
9
11

METLIFE POLICYHOLDER TRUST

STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 7, 2000 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 2000
(IN THOUSANDS)

NET INVESTMENT INCOME....................................... $ 91,913
----------
NET INVESTMENT GAINS
Net realized investment gains............................. 307,103
Change in unrealized investment gains..................... 9,429,197
----------
NET GAIN.................................................... 9,736,300
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........ $9,828,213
==========

See accompanying notes which are an integral part of these financial statements.
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12

METLIFE POLICYHOLDER TRUST

STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD APRIL 7, 2000 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 2000
(IN THOUSANDS, EXCEPT TRUST INTEREST AMOUNTS)

INCREASE IN NET ASSETS
Operations
Net investment income..................................... $ 91,913
Net realized investment gains............................. 307,103
Change in unrealized investment gains..................... 9,429,197
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...... 9,828,213
-----------
Distributions to holders of trust interests
From net investment income................................ (91,913)
From net realized investment gains........................ (307,103)
-----------
TOTAL DISTRIBUTIONS............................... (399,016)
-----------
Trust interest transactions
Trust interests deposited into the Trust.................. 7,046,150
Trust interests issued.................................... 31,292
Cost of trust interests redeemed.......................... (581,773)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM TRUST INTEREST
TRANSACTIONS........................................... 6,495,669
-----------
TOTAL INCREASE IN NET ASSETS...................... $15,924,866
===========
NET ASSETS
Beginning of period....................................... --
End of period............................................. $15,924,866
===========
OTHER INFORMATION
Trust interest rollforward
Trust interests deposited into the Trust, April 7, 2000... 494,466,664
Issued, April 8, 2000-December 31, 2000................... 1,355,653
Redeemed, April 8, 2000-December 31, 2000................. (40,826,134)
-----------
Balance, December 31, 2000................................ 454,996,183
===========

See accompanying notes which are an integral part of these financial statements.
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METLIFE POLICYHOLDER TRUST

NOTES TO FINANCIAL STATEMENTS
(DOLLAR AMOUNTS ARE IN THOUSANDS UNLESS OTHERWISE STATED)

1. SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF TRUST

BASIS OF PRESENTATION

The financial statements have been prepared in conformity with generally
accepted accounting principles in the United States of America which require
management to make certain estimates and assumptions at the date of the
financial statements.

EQUITY SECURITIES

Equity securities are reported at their estimated fair value. Unrealized
gains and losses on securities are recorded in the Statement of Operations.
Realized gains and losses on sales of securities are determined on a first-in
first-out basis. Cash dividends, if any, collected or received by the Trustee
with respect to the Trust Shares will be distributed by the Custodian
semi-annually to the Beneficiaries within 90 days after receipt by the Trustee.
All security transactions are recorded on a trade date basis.

CASH AND CASH EQUIVALENTS

The Trust considers all liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

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14
METLIFE POLICYHOLDER TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

INCOME TAXES

As a qualified regulated trust, the Trust is not subject to income taxes to
the extent that it distributes substantially all of its taxable income in its
fiscal year.

2. PURCHASE AND SALE PROGRAM

The Plan provides that Beneficiaries may instruct the program agent for the
Purchase and Sale Program to withdraw their allocated shares from the Trust for
sale through the Purchase and Sale Program. Beneficiaries allocated less than
1,000 shares of Common Stock under the Plan are also entitled to purchase in the
Purchase and Sale Program additional shares to bring their Trust Interests up to
1,000 shares, subject to a minimum of $250 per purchase (or such lesser amount
that would cause the Beneficiary to hold the 1,000 maximum number of Trust
Interests), beginning on the first trading day following the 90th day after the
Effective Date, July 7, 2000. The number of Trust Interests allocated to
Beneficiaries will be adjusted for any shares of Common Stock purchased or sold
in the Purchase and Sale Program such that the Trust Interests held by a
Beneficiary will always equal the number of shares of Common Stock allocated to
the Beneficiary.

3. COMMITMENTS AND CONTINGENCIES

The Trust is not as of the date of this filing a party to any pending legal
proceeding.

4. BENEFICIARY VOTING RIGHTS

The Trust Agreement provides the Trustee with directions as to the manner
in which to vote, assent or consent the Trust Shares at all times during the
term of the Trust. On all matters brought for a vote before the stockholders of
the Holding Company, with the exception of a Beneficiary Consent Matter (as
defined in the Trust Agreement), the Trustee will vote in accordance with the
recommendation given by the Board of Directors of the Holding Company to its
stockholders or, if no such recommendation is given, as directed by the Board.
On all Beneficiary Consent Matters, the Trustee will vote all of the Trust
Shares in favor of, in opposition to or abstain from the matter in the same
ratio as the Trust Interests of the Beneficiaries that returned voting
instructions to the Trustee indicated preferences for voting in favor of, in
opposition to or abstaining from such matter. The Trust Agreement also contains
provisions allowing Beneficiaries to instruct the Custodian to withdraw their
allocated Trust Shares to participate in any tender or exchange offer for the
Common Stock and to make any cash or share election, or perfect any dissenter's
rights, in connection with a merger of the Holding Company.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

There are no directors, or executive officers of the Trust. The Trustee of
the Trust is Wilmington Trust Company. The Custodian of the Trust is Mellon
Investor Services, L.L.C.

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15
METLIFE POLICYHOLDER TRUST

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

ITEM 11. EXECUTIVE COMPENSATION.

Not Applicable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

No person is the beneficial owner of more than five percent of the Trust
Interests.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Not Applicable.

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16

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(A) The following documents are filed as part of this report:

1. Financial Statements

The financial statements are listed in the Index to Financial Statements
on page 7.

2. Financial Statement Schedules
Not applicable.

3. Exhibits

The exhibits are listed in the Exhibit Index which begins on page E-1.

(B) Reports on Form 8-K:

There were no Reports on Form 8-K filed during the fourth quarter of 2000.

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17

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

METLIFE POLICYHOLDER TRUST

By: Wilmington Trust Company, not in
its individual capacity, but
solely as trustee

By: /s/ JOSEPH B. FEIL
------------------------------------
Name: Joseph B. Feil
Title: Senior Financial Services
Officer

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- --------

4.1 -- MetLife Policyholder Trust Agreement, incorporated herein by
reference to Exhibit 10.12 to the MetLife, Inc. Registration
Statement on Form S-1 (File No. 333-91517) (the
"Registration Statement").
4.2 -- Amended and Restated Certificate of Incorporation of
MetLife, Inc., incorporated herein by reference to Exhibit
3.1 to MetLife, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 2000 (the "Form 10-K").
4.3 -- Amended and Restated By-laws of MetLife, Inc., incorporated
herein by reference to Exhibit 3.2 to the Form 10-K.
4.4 -- Form of Certificate of Common Stock, par value $0.01 per
share, incorporated herein by reference to Exhibit 4.1 to
the Registration Statement.
4.5 -- Rights Agreement, between MetLife, Inc. and ChaseMellon
Shareholder Services, Inc., incorporated herein by reference
to Exhibit 10.6 to the Form 10-K.

E-1