MAMUTUAL TO ACQUIRE METLIFES RETAIL ADVISOR FORCE

MassMutual Creates Distribution Powerhouse As One of the Nations Largest Career Agency Systems MetLifes U.S. Retail Business Sharpens Focus on Product Manufacturing;

Transaction Establishes Long-Term Product Development Agreement with MassMutual SPRINGFIELD, Mass., and NEW YORK, February 29, 2016 - Massachusetts Mutual Life Insurance Company (MassMutual) and MetLife, Inc. (NYSE: MET) have entered into a definitive agreement for the acquisition by MassMutual of MetLifes U.S. Retail advisor force - the MetLife Premier Client Group (MPCG) - a retail distribution operation with more than 40 local sales and advisory operations and approximately 4,000 advisors across the country. On February 25, 2016, MassMutual and MetLife previously announced joint discussions around this transaction.

This acquisition significantly increases MassMutuals existing Career Agency System of more than 5,600 financial professionals. It also broadens the companys geographic reach and provides more clients access to a holistic set of financial solutions, including life insurance, annuities, disability income insurance and wealth management services. As part of the transaction, MassMutual and MetLife have also agreed to enter into a product development agreement under which MetLifes U.S. Retail business will be the exclusive developer of certain annuity products to be issued by MassMutual.

Notably, with this expanded distribution network, MassMutual is further positioned to become the top individual life insurance - and whole life insurance - provider in the marketplace. This transaction comes after MetLifes previously announced plan to pursue the separation of a substantial portion of its U.S. Retail segment.

This is a milestone event in the 165-year history of MassMutual - and will result in the transformative creation of a distribution powerhouse, said Roger Crandall, Chairman, President and CEO of MassMutual. Most importantly, this unprecedented transaction will position us for stronger future growth by better enabling our company and agents to do what we do best - help people secure their future and protect the ones they love.

This combination is a natural strategic and cultural fit for our two companies, said Steven A. Kandarian, MetLife Chairman, President and CEO. As part of our Accelerating Value strategic initiative, we are evaluating the economic and regulatory environment and directing capital to businesses where we can achieve a clear competitive advantage. This transaction will enable our U.S. Retail business to sharpen its focus on its core strength in product manufacturing while also providing a broader distribution network through the partnership with MassMutual. By decoupling manufacturing from distribution, our U.S. Retail business will be more agile, and both MetLife and the U.S. Retail business can achieve significant cost savings.

In addition to MetLifes retail advisor firms, the transaction will encompass certain MetLife employees who support the MetLife Premier Client Group; MetLifes affiliated broker-dealer, MetLife Securities, Inc.; and certain assets associated with the MetLife Premier Client Group, including employee contracts. On a combined basis, MSI and MassMutuals existing broker-dealer, MML Investors Services, LLC, will be among the nations largest insurance company-owned broker-dealers. Additionally, as part of the agreement, approved MassMutual financial professionals will provide individual life insurance and annuity products through the MetLife PlanSmart Financial Education Series.

Michael R. Fanning, Executive Vice President of MassMutuals U.S. Insurance Group, said, This is a once-in-a-lifetime opportunity to combine two teams of experienced financial professionals and significantly expand our geographic reach. Together, we will grow our business opportunities and serve more Americans who desire a comprehensive financial planning approach for their families and businesses.

Eric Steigerwalt, Executive Vice President of MetLifes U.S. Retail segment, said, Over the years, MetLife has refocused its U.S. Retail distribution channel to become one of the most efficient, productive, and sought-after financial services organizations in the industry. With this transaction, our financial services representatives and support staff will continue to connect clients to the best risk and wealth management solutions, and MetLifes products will now have even greater reach through the premier distribution network that this transaction creates.

Other Transaction Highlights:

The transaction is expected to close by mid-2016, and is subject to certain closing conditions, including regulatory approval.

The purchase price is not material to MassMutuals capital and surplus.

Sandler ONeill + Partners, LP served as financial advisor and Willkie Farr & Gallagher LLP served as legal counsel to MetLife. Barclays Capital, Inc. served as financial advisor and Sutherland Asbill & Brennan LLP served as legal counsel to MassMutual.

About MassMutual

Founded in 1851, MassMutual is a leading mutual life insurance company that is run for the benefit of its members and participating policyowners. The company has a long history of financial strength and strong performance, and although dividends are not guaranteed, MassMutual has paid dividends to eligible participating policyowners consistently since the 1860s. With whole life insurance as its foundation, MassMutual provides products to help meet the financial needs of clients, such as life insurance, disability income insurance, long term care insurance, retirement/401(k) plan services, and annuities. In addition, the companys strong and growing network of financial professionals helps clients make good financial decisions for the long-term.

MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company (MassMutual) and i

LINK:	https://www.metlife.com/about/press-room/us-press-releases/2016/index....
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