<PAGE>



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

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

                                    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, 2002

                                       OR

|_|   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


                           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.)

                              RODNEY SQUARE NORTH
                            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 (ss. 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|

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).  Yes |_| No |X|

         As of March 7, 2003, 387,067,120 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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<PAGE>






                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


                                                                                                              PAGE
                                                                                                             NUMBER
                                                                                                             ------
<S>          <C>       <C>                                                                                   <C>

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.................................     6
PART II      Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters...............     7
             Item 6.   Selected Financial Data.............................................................     7
             Item 7.   Management's Discussion and Analysis of Financial Condition and Results
                       of Operations.......................................................................     8
             Item 7A.  Quantitative and Qualitative Disclosures About Market Risk..........................     9
             Item 8.   Financial Statements and Supplementary Data.........................................    10
             Item 9.   Changes in and Disagreements With Accountants on Accounting
                       and Financial Disclosure............................................................    17
PART III     Item 10.  Directors and Executive Officers of the Registrant..................................    18
             Item 11.  Executive Compensation..............................................................    18
             Item 12.  Security Ownership of Certain Beneficial Owners and Management and
                       Related Stockholder Matters.........................................................    18
             Item 13.  Certain Relationships and Related Transactions......................................    18
             Item 14.  Controls and Procedures.............................................................    18
PART IV      Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K....................    19
SIGNATURES         ........................................................................................    20
CERTIFICATION    ..........................................................................................    21
EXHIBIT INDEX      ........................................................................................    22


</TABLE>
                                       1
<PAGE>



                                     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 (as
amended, the "Trust Agreement"), dated as of November 3, 1999, by and among
Metropolitan Life, MetLife, Inc. (the "Holding Company"), Wilmington Trust
Company (not in its individual capacity but solely as trustee for the Trust,
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; 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;


                                       2
<PAGE>

         (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.

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.

         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 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). 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.

         Beneficiaries may withdraw all, but generally, 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,

                                       3
<PAGE>

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

          (iv)  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.

                                       4
<PAGE>

         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 proportionate share
of all unpaid distributions and dividends and interest earned thereon, if
applicable. 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.

         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, 2002, transactions by Beneficiaries under the Purchase
and Sale Program resulted in a decrease in the number of Trust Shares to
390,029,917.

         On December 13, 2002, the Holding Company paid a dividend of $0.21 per
share of its Common Stock to shareholders of record and Beneficiaries as of
November 8, 2002. On December 14, 2001, the Holding Company paid a dividend of
$0.20 per share of its Common Stock to stockholders of record and Beneficiaries
as of November 6, 2001.

         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 does not control the operations or activities of the Holding Company.
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. However, the Trustee, the Holding Company, Metropolitan Life
and certain present and former individual directors and officers of Metropolitan
Life are named as defendants in a lawsuit filed in the United States District
Court for the Eastern District of Texas in


                                       5
<PAGE>
July 2002 on behalf of a proposed class comprised of the settlement class in the
Metropolitan Life sales practices class action settlement approved in December
1999 by the United States District Court for the Western District of
Pennsylvania. Plaintiffs' allegations concern the treatment of the cost of the
settlement in connection with the demutualization of Metropolitan Life and the
adequacy and accuracy of the disclosure, particularly with respect to those
costs. Plaintiffs seek compensatory, treble and punitive damages, as well as
attorneys' fees and costs. The defendants' motion to transfer the lawsuit to the
Western District of Pennsylvania was granted in February 2003. The defendants'
motion to dismiss is pending. Plaintiffs have filed a motion for class
certification, which the Texas court has adjourned. The defendants believe they
have meritorious defenses to the plaintiffs' claims and will contest them
vigorously.

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

         During the fourth quarter of 2002, no matter was brought before the
Trustee to vote, assent or consent the Trust Shares that required a solicitation
of voting instructions from Beneficiaries.


                                       6
<PAGE>




                                     PART II

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

         No public market exists for the Trust Interests.

         The Trust has no equity compensation plans.

ITEM 6.  SELECTED FINANCIAL DATA.


         The following table sets forth selected financial information for the
Trust. The financial information for the years ended December 31, 2002 and 2001
and for the period April 7, 2000 (date of inception) to December 31, 2000 and at
December 31, 2002 and 2001 has been derived from the Trust's audited financial
statements included elsewhere herein. The financial information at December 31,
2000 has been derived from the Trust's audited financial statements not included
herein. The following statements of changes in net assets and balance sheet data
have been prepared in conformity with accounting principles generally accepted
in the United States of America. The following information should be read in
conjunction with and is qualified entirely by the information contained in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and the financial statements appearing elsewhere herein.



<Table>
<Caption>
                                                                                       For the Period
                                                         For the Years Ended            April 7, 2000
                                                            December 31,             (date of inception)
                                                     --------------------------        to December 31,
                                                        2002            2001                2000
                                                     ----------      ----------        ---------------
                                                                        (In thousands)
<S>                                                  <C>             <C>               <C>
CHANGES IN NET ASSETS DATA

Operations
  Net investment income ..........................   $    83,475       $    84,064        $    91,913
  Net realized investment gains ..................       209,151           288,283            307,103
  Change in net unrealized investment gains ......    (2,234,370)       (2,230,398)         9,429,197
                                                     -----------       -----------        -----------
    Net (decrease) increase in assets
     resulting from operations ...................    (1,941,744)       (1,858,051)         9,828,213
                                                     -----------       -----------        -----------

Distributions to holders of trust interests
  From net investment income .....................       (83,475)          (84,064)           (91,913)
  From net realized investment gains .............      (209,151)         (288,283)          (307,103)
                                                     -----------       -----------        -----------
    Total distributions ..........................      (292,626)         (372,347)          (399,016)
                                                     -----------       -----------        -----------

Trust interest transactions
  Trust interests deposited into the Trust .......            --                --          7,046,150
  Trust interests issued .........................         7,593            15,999             31,292
  Cost of trust interests redeemed ...............      (200,457)         (258,136)          (581,773)
  Cost of Trust interests withdrawn ..............      (147,412)         (331,276)                --
                                                     -----------       -----------        -----------
  Net (decrease) increase in net assets resulting
   from trust interest transactions .............       (340,276)         (573,413)         6,495,669
                                                     -----------       -----------        -----------
  Total (decrease) increase in net assets .......     (2,574,646)       (2,803,811)        15,924,866

Net assets
  Beginning of period ..........................      13,121,055        15,924,866                 --
                                                     -----------       -----------        -----------
  End of period ................................     $10,546,409       $13,121,055        $15,924,866
                                                     ===========       ===========        ===========

</Table>



                                       7
<PAGE>

<Table>
<Caption>
                                                                            At December 31,
                                                        ------------------------------------------------
BALANCE SHEET DATA                                          2002                2001             2000
                                                        -----------         -----------      -----------
                                                          (In thousands, except Trust interest amounts)


<S>                                                    <C>                 <C>             <C>
Assets:
Equity securities, at fair value                       $ 10,546,409        $ 13,121,055     $ 15,924,866
Other assets                                                  8,644               4,493            8,020
                                                        -----------         -----------      -----------
Total assets                                             10,555,053          13,125,548       15,932,886
                                                        -----------         -----------      -----------

Total liabilities                                             8,644               4,493            8,020
                                                        -----------         -----------      -----------
NET ASSETS                                             $ 10,546,409        $ 13,121,055      $15,924,866
                                                        ===========         ===========      ===========
Net assets consist of:
  Trust interests                                       $ 5,581,980         $ 5,922,256      $ 6,495,669
  Unrealized investment gains                             4,964,429           7,198,799        9,429,197
                                                        -----------         -----------      -----------
NET ASSETS, for 390,029,917, 414,174,724 and
 454,996,183  trust interests outstanding,
 respectively                                          $ 10,546,409        $ 13,121,055     $ 15,924,866
                                                        ===========         ===========      ===========


OTHER DATA                                                   2002             2001             2000
                                                       ---------------   ---------------  ---------------
<S>                                                     <C>                 <C>              <C>
Trust interest rollforward
  Trust interests, January 1                               414,174,724       454,996,183               --
  Trust interests deposited into the
    Trust, April 7, 2000                                            --                --      494,466,664
  Trust interests issued                                       267,080           540,804        1,355,653
  Trust interests redeemed                                 (14,067,171)      (18,114,854)     (40,826,134)
  Trust interests withdrawn                                (10,344,716)      (23,247,409)              --
                                                       ---------------   ---------------  ---------------
    Balance, December 31                                   390,029,917       414,174,724      454,996,183
                                                       ===============   ===============  ===============

</Table>

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

RESULTS OF OPERATIONS

   YEAR ENDED DECEMBER 31, 2002 COMPARED WITH THE YEAR ENDED DECEMBER 31, 2001

          Net assets in the MetLife Policyholder Trust decreased $2,575 million,
or 20%, to $10,546 million for the year ended December 31, 2002 from $13,121
million for the comparable 2001 period. This decrease is primarily due to (i) a
change in unrealized gains on the Trust Shares, (ii)the impact of withdrawals by
Beneficiaries from the Trust and (iii)activity under the MetLife, Inc. Purchase
and Sale Program. Unrealized gains decreased $2,234 million from the prior year
and represent the difference between the fair value and the cost basis of the
Trust Shares at December 31, 2002. In addition, a net decrease of 13,800,091
Trust Interests in connection with the MetLife, Inc. Purchase and Sale Program
and a net decrease of 10,344,716 Trust Interests due to withdrawals by
Beneficiaries from the Trust contributed to the decrease. Beginning on April 7,
2001, Beneficiaries were able to withdraw all, but generally, not less than all,
of their allocated shares of Common Stock at any time by providing written
notice to the Custodian. Net redemptions by Beneficiaries through the MetLife,
Inc. Purchase and Sale Program and withdrawals by Beneficiaries from the Trust
resulted in a $193 million and $147 million decrease in net assets,
respectively. Net investment income of $83 million, which consists of dividends
received from the Holding Company on its Common Stock, and net realized
investment gains recognized on the sale of Trust Shares sold in the Purchase and
Sale Program of $209 million were fully distributed to Beneficiaries.


                                       8
<PAGE>

   YEAR ENDED DECEMBER 31, 2001 COMPARED WITH THE YEAR ENDED DECEMBER 31, 2000

          Net assets in the MetLife Policyholder Trust decreased $2,804 million,
or 18%, to $13,121 million for the year ended December 31, 2001 from $15,925
million for the comparable 2000 period. This decrease is primarily due to (i) a
change in unrealized gains on the Trust Shares, (ii) the impact of withdrawals
by Beneficiaries from the Trust and (iii) activity under the MetLife, Inc.
Purchase and Sale Program. Unrealized gains decreased $2,230 million from the
prior year and represent the difference between the fair value and the cost
basis of the Trust Shares at December 31, 2001. In addition, a net decrease of
17,574,050 Trust Interests in connection with the MetLife, Inc. Purchase and
Sale Program and a net decrease of 23,247,409 Trust Interests due to withdrawals
by Beneficiaries from the Trust contributed to the decrease. Beginning on April
7, 2001, Beneficiaries were able to withdraw all, but generally, not less than
all, of their allocated shares of Common Stock at any time by providing written
notice to the Custodian. Net redemptions by Beneficiaries through the MetLife,
Inc. Purchase and Sale Program and withdrawals by Beneficiaries from the Trust
resulted in a $242 million and $331 million decrease in net assets,
respectively. Net investment income of $84 million, which consists of dividends
received from the Holding Company on its Common Stock, and net realized
investment gains recognized on the sale of Trust Shares sold in the Purchase and
Sale Program of $288 million were fully distributed to Beneficiaries.

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

          The Trust's principal investments are in equity securities, all of
which are exposed to two primary sources of investment risk: credit and market
valuation. The financial statement risks are those associated with the
recognition of dividend income, impairments and the determination of fair
values. The market valuation of equity securities can fluctuate in response to
political, market and economic developments and 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.


                                       9
<PAGE>



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>


                                                                                                                Page


<S>                                                                                                          <C>
Independent Auditors' Report.................................................................................    11
Financial Statements as of December 31, 2002 and 2001 and for the years ended
December 31, 2002 and 2001 and for the period April 7, 2000 (date of inception) through December 31, 2000:
         Statements of Assets and Liabilities................................................................    12
         Statements of Operations............................................................................    13
         Statements of Changes in Net Assets.................................................................    14
         Notes to Financial Statements.......................................................................    15

</TABLE>


                                       10
<PAGE>




                          INDEPENDENT AUDITORS' REPORT


MetLife Policyholder Trust:

         We have audited the accompanying statements of assets and liabilities
of the MetLife Policyholder Trust (the "Trust") as of December 31, 2002 and
2001, and the related statements of operations and changes in net assets for the
years ended December 31, 2002 and 2001 and 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 audits.

         We conducted our audits 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 audits provide a
reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Trust as of
December 31, 2002 and 2001, the results of its operations and changes in its net
assets for the years ended December 31, 2002 and 2001 and 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
March 26, 2003





                                       11
<PAGE>




                           METLIFE POLICYHOLDER TRUST


                      STATEMENTS OF ASSETS AND LIABILITIES
                           DECEMBER 31, 2002 AND 2001
                  (IN THOUSANDS, EXCEPT TRUST INTEREST AMOUNTS)


<TABLE>
<CAPTION>
                                                           2002            2001
                                                           ----            ----
<S>                                                        <C>             <C>
ASSETS

Equity securities, at fair value (cost, $5,581,980
  and $5,922,256, respectively)                          $10,546,409   $13,121,055
Cash and cash equivalents                                         96            63
Receivable for investments sold                                8,548         4,430
                                                         -----------   -----------
    Total assets                                          10,555,053    13,125,548
                                                         -----------   -----------

LIABILITIES

Payable for investments purchased                                 96           63
Payable for trust interests redeemed                           8,548        4,430
                                                         -----------   -----------
    Total liabilities                                          8,644        4,493
                                                         -----------   -----------
Commitments and contingencies (Note 3)

NET ASSETS                                               $10,546,409   $13,121,055
                                                         ===========   ===========
Net assets consist of:
   Trust interests                                       $ 5,581,980   $ 5,922,256
   Unrealized investment gains                             4,964,429     7,198,799
                                                         -----------   -----------
NET ASSETS, for 390,029,917 and 414,174,724 trust
  interests outstanding, respectively                    $10,546,409   $13,121,055
                                                         ===========   ===========
NET ASSET VALUE, offering price and redemption
  price per trust interest ($10,546,409/390,029,917)
  and ($13,121,055/414,174,724) trust interests,
  respectively                                           $     27.04   $     31.68
                                                         ===========   ===========
</TABLE>














SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                       12
<PAGE>
                           METLIFE POLICYHOLDER TRUST



                            STATEMENTS OF OPERATIONS
               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
                FOR THE PERIOD APRIL 7, 2000 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2000
                                 (IN THOUSANDS)







<TABLE>
                                                2002            2001          2000
                                              ----------     -----------    ---------

<S>                                           <C>          <C>           <C>
NET INVESTMENT INCOME                         $    83,475    $    84,064   $   91,913
                                              -----------    -----------   ----------
NET INVESTMENT GAINS
   Net realized investment gains                  209,151        288,283      307,103
   Change in net unrealized investment gains   (2,234,370)    (2,230,398)   9,429,197
                                              -----------    -----------   ----------
NET (LOSS) GAIN                                (2,025,219)    (1,942,115)   9,736,300
                                              -----------    -----------   ----------
NET (DECREASE) INCREASE IN NET
  ASSETS RESULTING FROM OPERATIONS            $(1,941,744)   $(1,858,051)  $9,828,213
                                              ===========    ===========   ==========









 SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

</TABLE>


                                       13
<PAGE>



                           METLIFE POLICYHOLDER TRUST



                       STATEMENTS OF CHANGES IN NET ASSETS
               FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 AND
                FOR THE PERIOD APRIL 7, 2000 (DATE OF INCEPTION)
                            THROUGH DECEMBER 31, 2000
                  (IN THOUSANDS, EXCEPT TRUST INTEREST AMOUNTS)
<TABLE>
<CAPTION>


                                                                   2002              2001             2000
                                                               -----------       -----------       -----------
<S>                                                             <C>              <C>               <C>
Operations
   Net investment income                                      $     83,475       $    84,064       $    91,913
   Net realized investment gains                                   209,151           288,283           307,103
   Change in net unrealized investment gains                    (2,234,370)       (2,230,398)        9,429,197
                                                               -----------       -----------       -----------
   NET (DECREASE) INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                                             (1,941,744)       (1,858,051)        9,828,213
                                                               -----------       -----------       -----------
Distributions to holders of trust interests
   From net investment income                                      (83,475)          (84,064)          (91,913)
   From net realized investment gains                             (209,151)         (288,283)         (307,103)
                                                               -----------       -----------       -----------
      TOTAL DISTRIBUTION                                          (292,626)         (372,347)         (399,016)
                                                               -----------       -----------       -----------
Trust interest transactions
   Trust interests deposited into the Trust                          --                --            7,046,150
   Trust interests issued                                            7,593            15,999            31,292
   Cost of trust interests redeemed                               (200,457)         (258,136)         (581,773)
   Cost of trust interests withdrawn                              (147,412)         (331,276)            --
                                                               -----------       -----------       -----------
   NET (DECREASE) INCREASE IN NET ASSETS RESULTING
    FROM TRUST INTEREST TRANSACTIONS                              (340,276)         (573,413)        6,495,669
                                                               -----------       -----------       -----------
   TOTAL (DECREASE) INCREASE IN NET ASSETS                      (2,574,646)       (2,803,811)       15,924,866

NET ASSETS
   Beginning of period                                          13,121,055        15,924,866             --
                                                               -----------       -----------       -----------
   End of Period                                              $ 10,546,409      $ 13,121,055      $ 15,924,866
                                                               ===========       ===========       ===========
OTHER INFORMATION
Trust interest rollforward
   Trust interests, January 1                                  414,174,724       454,996,183             --
   Trust interests deposited into the Trust, April 7, 2000           --               --           494,466,664
   Trust interests issued                                          267,080           540,804         1,355,653
   Trust interests redeemed                                    (14,067,171)      (18,114,854)      (40,826,134)
   Trust interests withdrawn                                   (10,344,716)      (23,247,409)            --
                                                               -----------       -----------       -----------
   Balance, December 31                                        390,029,917       414,174,724       454,996,183
                                                               ===========       ===========       ===========

</TABLE>




              SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF
                          THESE FINANCIAL STATEMENTS.



                                       14
<PAGE>



                           METLIFE POLICYHOLDER TRUST

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

1.  SIGNIFICANT ACCOUNTING POLICIES

  DESCRIPTION OF TRUST

         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 (as
amended, the "Trust Agreement"), dated as of November 3, 1999, by and among
Metropolitan Life, MetLife, Inc. (the "Holding Company"), Wilmington Trust
Company (not in its individual capacity, but solely as trustee for the Trust,
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.


 SIGNIFICANT ACCOUNTING POLICIES

         EQUITY SECURITIES

         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 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.


                                       15
<PAGE>



         CASH AND CASH EQUIVALENTS

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

         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

         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.

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

3.  COMMITMENTS AND CONTINGENCIES

         The Trust is not as of the date of this filing a party to any pending
legal proceeding. However, the Trustee, the Holding Company, Metropolitan Life,
and certain present and former individual directors and officers of Metropolitan
Life are named as defendants in a lawsuit filed in the United States District
Court for the Eastern District of Texas in July 2002 on behalf of a proposed
class comprised of the settlement class in the Metropolitan Life sales practices
class action settlement approved in December 1999 by the United States District
Court for the Western District of Pennsylvania. Plaintiffs' allegations concern
the treatment of the cost of the settlement in connection with the
demutualization of Metropolitan Life and the adequacy and accuracy of the
disclosure, particularly with respect to those costs. Plaintiffs seek
compensatory, treble and punitive damages, as well as attorneys' fees and costs.
The defendants' motion to transfer the lawsuit to the Western District of
Pennsylvania was granted in February 2003. The defendants' motion to dismiss is
pending. Plaintiffs have filed a motion for class certification which the Texas
court has adjourned. The defendants believe they have meritorious defenses to
the plaintiffs' claims and will contest them vigorously.

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



                                       16
<PAGE>

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.



                                       17
<PAGE>



                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         There are no directors, executive officers or employees of the Trust.
The Trustee of the Trust is Wilmington Trust Company. The Custodian of the Trust
is Mellon Investor Services, L.L.C, formerly known as ChaseMellon Shareholder
Services LLC.

ITEM 11.  EXECUTIVE COMPENSATION.

         Not Applicable.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS.

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

         The Trust has no equity compensation plans.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Not Applicable.

ITEM 14.  CONTROLS AND PROCEDURES

         Evaluation of disclosure controls and procedures. Based on his
evaluation as of a date within 90 days of the filing date of this Annual Report
on Form 10-K (the "Evaluation Date"), Joseph B. Feil, Assistant Vice President
of Wilmington Trust Company, the Trustee of the Trust, has concluded that the
Trust's disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934, as amended) were effective
for the purposes set forth in the definition thereof in Rule 13a-14(c).

         Change in Internal Controls. There were no significant changes in the
Trust's internal controls or in other factors that could significantly affect
internal controls subsequent to the Evaluation Date, including any corrective
actions with regard to significant deficiencies and material weaknesses.



                                       18
<PAGE>




                                     PART IV

ITEM 15.  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 10.

         2.       Financial Statement Schedules
                  Not applicable.

         3.       Exhibits
                  The exhibits are listed in the Exhibit Index which begins on
                  page 22.

(B)      Reports on Form 8-K:

         There were no Reports on Form 8-K filed during the fiscal year ended
         December 31, 2002.




                                       19
<PAGE>



                                   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.


Dated:   March 31, 2003

                                         METLIFE POLICYHOLDER TRUST


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


                                         By: /s/ JOSEPH B. FEIL
                                            -----------------------------------
                                            Name:  Joseph B. Feil
                                            Title: Assistant Vice President





                                       20
<PAGE>



                            SECTION 302 CERTIFICATION

I, Joseph B. Feil, certify that:

1.   I have reviewed this annual report on Form 10-K of MetLife
     Policyholder Trust, for which Wilmington Trust Company acts as Trustee;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, distributable income and changes in trust
     corpus of the registrant as of, and for, the period presented in this
     annual report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14), or for
     causing such procedures to be established and maintained, for the
     registrant and I have:

     a)  designed such disclosure controls and procedures, or caused such
         controls and procedures to be designed, to ensure that material
         information relating to the registrant, including its consolidated
         subsidiaries, is made known to me by others within those entities,
         particularly during the period in which this annual report is being
         prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

     c)  presented in this annual report my conclusions about the effectiveness
         of the disclosure  controls and procedures based on my evaluation as of
         the Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the registrant's
     auditors:

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves persons who have a
         significant role in the registrant's internal controls; and

6.   I have indicated in this annual report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of my most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

In giving the certifications in paragraphs 4, 5 and 6 above, I have relied to
the extent I consider reasonable on information provided to me by MetLife, Inc.
and ChaseMellon Shareholder Services LLC.

Date: March 31, 2003


                                       By:     /S/ JOSEPH B. FEIL
                                               -------------------------
                                                    Joseph B. Feil
                                                Assistant Vice President
                                                Wilmington Trust Company

                                       21
<PAGE>

                                  EXHIBIT INDEX
<Table>
<Caption>


EXHIBIT NO.                          DESCRIPTION                                   PAGE NO.
----------                           -----------                                   --------
<S>         <C>                                                                    <C>
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 "S-1
            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 "2000 Annual Report").

4.3    --   Amended and Restated By-laws of MetLife, Inc., incorporated herein
            by reference to Exhibit 3.2 to the 2000 Annual Report.

4.4    --   Form of Certificate of Common Stock, par value $0.01 per share,
            incorporated herein by reference to Exhibit 4.1 to the S-1
            Registration Statement.

4.5    --   Rights Agreement, between MetLife, Inc. and ChaseMellon Shareholder
            Services, Inc., incorporated herein by reference to Exhibit 10.6
            to the 2000 Annual Report.

4.6    --   Amendment to MetLife Policyholder Trust Agreement, incorporated
            herein by reference to Exhibit 4.6 to the MetLife Policyholder
            Trust's Annual Report on Form 10-K for the fiscal year ended
            December 31, 2001.

99.1   --   Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to       23
            Section 906 of the Sarbanes-Oxley Act of 2002.

</Table>


                                       22