Investor Relations

Trust Beneficiary Information

NOTICE TO TRUST BENEFICIARIES OF THE METLIFE POLICYHOLDER TRUST OF THE RIGHT TO WITHDRAW FROM THE TRUST

In accordance with Section 5.4(a) of the MetLife Policyholder Trust Agreement, beginning on April 7, 2001 and lasting until the termination of the Trust, you may elect to withdraw all (but not less than all) of your Trust Shares from the Trust in exchange for all of your Trust Interests. If you make a withdrawal election, your Trust Interests will be reduced to zero and shares of MetLife, Inc. common stock will be issued to you in uncertificated form, subject to applicable law. You will receive, within five business days after receipt of a completed withdrawal election, a statement reflecting ownership of your uncertificated shares, which will provide a means to transfer the withdrawn shares to a brokerage account. MetLife, Inc. will pay the fees and expenses related to a share withdrawal. Once a withdrawal election has been delivered, it cannot be revoked.

Shares will not be issued in exchange for fractional Trust Shares. Instead, you will be paid an amount in cash equal to the value of the fractional share based on the current market value of a whole share of MetLife, Inc. common stock. The current market value will be equal to the average of the high and low prices during regular trading hours on the trading day immediately preceding the day your withdrawal election is received.

Once you have withdrawn shares of common stock from the Trust, you may no longer participate in the Trust's commission-free Purchase and Sale Program. Under the Program, subject to limitations, you may sell your Trust Interests and receive the proceeds, and, if you own less than 1,000 shares of MetLife, Inc. common stock, you may buy more shares to be held for you in the Trust, all on a commission-free basis. Trust Beneficiaries may vote withdrawn shares of common stock on any matters on which stockholders are entitled to vote.

To continue your participation in the MetLife Policyholder Trust, NO ACTION IS REQUIRED.

For additional information and to obtain a withdrawal election form, you may call our information line toll free at 800-649-3593.

Changes in Voting Rights of Trust Beneficiaries for Shares Held in the Trust

Special rules and procedures have been established under our demutualization plan to determine how Wilmington Trust Company, the current trustee of the Trust, will vote the Trust Shares on matters put to a vote of the stockholders of MetLife, Inc. In accordance with these rules, the voting rights of Trust Beneficiaries changed on April 7, 2001, the first anniversary of the demutualization. As a Trust Beneficiary, you will continue to be able to instruct the trustee on how to vote the Trust Shares held for you in the Trust on the following matters:

  • An election or removal of directors of MetLife, Inc. in which a stockholder has nominated or is opposed to one or more candidates for election as directors of MetLife, Inc., or seeks to remove one or more directors of MetLife, Inc. for cause (but only if that stockholder has met conditions set forth in MetLife, Inc.'s certificate of incorporation, by-laws and the Trust agreement).

  • A merger or consolidation, a sale, lease or exchange of all or substantially all of the property or assets of MetLife, Inc., or a recapitalization or dissolution of MetLife, Inc., in each case, if it requires a vote of MetLife, Inc. stockholders under applicable Delaware law.

  • Any transaction that would result in an exchange or conversion of the Trust Shares for cash, securities or other property.

  • A proposal requiring the board of directors of MetLife, Inc. to amend MetLife, Inc.'s stockholder rights plan or redeem rights under the plan, other than a proposal with respect to which MetLife, Inc. 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. Effective April 7, 2001, however, you were no longer be able to instruct the Trustee on how to vote the Trust Shares on the following matters, although you were able to do so until that date.

  • Issuance of MetLife, Inc. common stock at a price materially less than the prevailing market price (other than issuance in an underwritten public offering or pursuant to an employee benefit plan) if a vote is required under applicable Delaware law.

  • Any matter that requires approval by more than a majority of the outstanding stock of MetLife, Inc. entitled to vote on the matter (which, under MetLife Inc.'s certificate of incorporation and by-laws, would include only an amendment of certain specified sections of the certificate of incorporation and the by-laws; any of those amendments would require approval of holders of at least three-quarters of the outstanding stock of MetLife, Inc. entitled to vote generally in the election of directors).

  • An amendment to the certificate of incorporation or by-laws of MetLife, Inc. that is submitted to MetLife, Inc.'s stockholders for approval.

You will be mailed a notice of the outcome of any of these matters that have been approved by the stockholders.

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