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SECURITIES AND EXCHANGE COMMISSION (.

WASHINGTON. D.C. 20549 '.~

DIVISION OF

CORPORATION FINANCE

November 17 ,1999

James C. Scovile

Debevo.ise & Plimpton

875 Third Avenue

New York, New York 10022

Re: Metropolita Life Insurance Company

Dea Mr. Scovile:

In regard to your letter of November 16, 1999, our response thereto is attached to

the enclosed :photocopy of your correspondence. By doing this, we avoid having to

recite or summarze the facts set forth in your letter.

Sincerely,

¡Jr;/ - ~ c:~ ~

(;~

/g l3tm

Catherine T. Dixon

Chief Counsel

[Pub. Avail.: Nov. 23, 1999]

November 17, 1999

RESPONSE OF THE OFFICES OF CHIEF COUNSEL

DIVISION OF CORPORATION FINANCE

DIVISION OF MART REGULATION

DIVISION OF INVESTMENT MANAGEMENT

RESPONSE OF THE OFFICE OF RISK MANAGEMENT AND CONTROL

DIVISION OF MARKET REGULATION

Re: Metropolitan Life Insurance Company

Incoming Letter dated November 16, 1999

Based on the facts presented and the representations made in your letter, the positions

of the Divisions of Corporation Finance, Market Regulation and Investment Management are

as follows. Except as otherwise noted, capitalized terms have the same meanings as in your

letter.

Division of Corporation Finance

The Division of Corporation Finance wil not recommend enforcement action to the

Commission if, in reliance on your opinion of counsel that an exemption from registration

under Section 3(a)(lO)of the Securities Act of 1933 (the "Securities Act") is available,

MetLife issues MetLife Common Stock to the Trust, the Trust exchanges such shares for

shares of Common Stock, and the Trust allocates Interests to Trust Eligible Policyholders

withQ.ut registration under the Securities Act.

While disagreeing with your analysis, the Divisiòn concurs in your view that the

issuances of MetLife Common Stock and Common Stock, and the allocation of Interests,

should not be integrated with the Initial Public Offering.

The Division wil not object if the Trust registers the Interests after the Initial Public

Offering under Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") on

Form 8-A and includes in the Form 8-A the disclosures described in your letter.

The Division will not object if the Trust files reports in the manner described in your

letter to comply with Section 13(a) of the Exchange Act.

The Division wil not object if, only with respect to Tiust Shares (common stock of the

Holding Company held through the Trust), and not with respect to any Common Stock

acquired by a Beneficiary in open market purchases,

Metropolitan Life Insurance Company

Page 2

. neither the Trust, the Trustee, the Custodian of the Trust nor the Holding Company

disseminates any proxy soliciting materials, annual and quarterly reports. or

information statements of the Holding Company to Beneficiariesin connection with

a vote or consent of stockholders of the Holding Company, except in connection

with a Beneficiary Consent M.atter or upon request of

any Beneficiary;

. the Trust, the Trustee, the Custodian of the Trust and the Holding Company follow

the procedures described in your letter for the distribution of proxy soliciting

materials, annual reports or information statements in connection with a Beneficiary

mailng and qtler e.xpenses to

Consent Matter (including the procedures that require

be reimbursed by a stockholder in certain circumstances, instead of following the

reimbursement procedures outlined. in Rule 14a-7 under the Exchange Act); .aiid

e if none of the Holding Company, the Trust, the Trustee or Custodian of the Trust,

inquires as to the beneficial ownership of the Trust Shares, pursuant to Rules 14a13, 14b-2 and 14b-1under the Exchange Act, respectively, in connection with such

votes or consents of stockholders of the Holding Company, or provides information

in connection with those inquiries, except in connection with a Beneficiary Consent

Matter.

The Division, in reaching its position regarding compliance with Rule 14a-7 of the

Exchange Act witl respect to any stockholder solicitation of Trust Shares, particularly notes

the Holding Company's representation thatit wil always elect to mail, rather than provide a

shareholder list, with respect to a Beneficiary Consent Matter.

The Divisiòn wil not object if the members of the Board of Directors of the Holding

Company provide the infonnation required by Schedule 13D pursuant to Section 13(d) of the

Exchange Act, and by Section 16(a) of the Exchange Act as described in your letter.

The Division wil not recommend enforcement action to the Commission if, in reliance

on your opinion of counsel that.

an exemption from registration of the

Securities Act is

available, the Purchase and Sale Program is implemented without registration under the

Securities Act.

The Division agrees that a Beneficiary's withdrawal of Trust Shares from the Trust is

not an event requiring registration under the Securities Act.

Common Stock to be issued in the Reorganization wil not be considered "restricted

Rule 144(a)(3). The Division's view is that the Common

securities" within the meaning

Stock may be resold through the Purchase and Sale Program, or otherwise, as followr

t) Persons who arc unaffiiated with MetLife at the time the Plan is submitted for

approval and unaffiliated with the Holding Company after the Reorganization may

resell without regard to Rules 144 and 145(d);

MetropolitanLife Insurance Company

Page 3

. Persons affiiated with MetLife who become..affiiates .of the Holding Company

. after the Reorganization may resell under

Rule t45(d) (1); and

Persons affiiated with MetLife who do not become affilates of the Holding

Company.after the Reorganization may resell under Rule 145(d). In computing

(2) and (3), such p.ersons m"y not take into

periods for purposes of Rules 1 45( d)

Interests.

account the holding period for their Policyholders' Membership

Division of

Markèt Regulation

On the. båsis ;of your

representations and the

facts

and circumstanc~s. presented in your

letter, in particular the following:

The Purchase and Sale Program, as a component of the Plan, must be

approved by the Office of the Superintendent (" Superintendent") of the New

York Insurance Departent after finding, among other things, that the Plan

is fair and equitable to policyholders;

The Superintendent must hold a public hearing to consider, among other

things, the fairness of the terms and conditions of the Plan, the reasons and

purposes for MetLife to demutualize, and whether the Reorganization is in

and notdetrimental to the

the.interest of MetLife and its policyholders

public;

Adoption of the Plan requires the affrmative vote of at least two-thirds of

by proxy by Eligible Policyholders;

the votes cast in person or

Eligible Policyholders wil receive a Policyholder Information Booklet and

other

documents that contain comprehensive disclosures that

are comparable

to those in a registration statement, providing all of the information required

by Schedule 13E-4 under the Exchange Act that is relevant in the context of

the Purchase and Sale Program;

The consideration to be paid to Beneficiaries on whose behalf Common

Program wil

Stock is sold in any given day through the Purchase and Sale

generally be determined by a uniformly applied formula based on the market

price of the subject security;

Beneficiaries who sell Common Stock through the Purchase and Sale

Program wil receive the proceeds of the sales within four trading days;

The Purchase and Sale Program wil not remain open for a fixed period of (

time, but rather throughout the term of the Trust; and i.

Metropolitan Life Insurance Company

Page 4

Any purchases of Common Stock made by the Holding Company, or the

in effe~t wil be

Program Agent while the Purchase and Sale Program is

Program and no

. made for purposes independent of the Purchase and Sale

purchases wil knowingly be made directly from a Beneficiary;

your analysis thatthe Purchase and Sale Program does

not cónstitute a tender offer, the Division of Market Regulation wil not recommend that the

Commission take enforcement actÍon pursuant to Rule 13e-4under the Exchange Act if.the

Purchase and Sale Progrm is conducted in the manner described in your letter.

but without necessarily concurring in

In addition, the Division wil not recommend that the Commission take enforcement

action pursuant to Rule lOb-13 under the Exchange Act intheeventthättheBoldingCompany

or the Program Agent purchases Common Stock while the Purchase and Sale Program is in

effect.

Furtermore, you have not asked for relief from, and we do not address, Regulation M

with respectto purchases of Common Stock by the Holding Company or any other party while

the Purchase and Sale Program is in effect.

The foregoifg no-action positions taken under Sections 13(e) of the Exchange Act and

Rules 13e-4 and 10b-13:.thereunder are based solely on your representations and the facts

to the

to the-statf,and are strictly limited to the application of those provisions

presented

transactions described in your correspondence. . Such transactions should be discontinued,

pending presentation of the facts for our consideration, in the event that any material change

occurs with respect to any of those facts or representations.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions

of the Exchange Act, particularly Sections 9(a), lO(b), and 14(e), and Rule lOb-5 thereunder.

any other applicable provisions of the federal

Responsibility for compliance with these and

securities laws must rest with MetLife, the Holding Company, the Program Agents, CMSS,

CMFS, and their affliated purchasers. The Division expresses no view with respect to any

other questions that the proposed transactions may raise, including, but not limited to, the

adequacy of disclosure concernng, and the applicability of any other federal or state laws to,

the pïoposed transactions.

The Office of the Chief Counsel for the Division of Market Regulation, without

not recommend enforcement action to the

necessarily agreeing with your analysis, wil

Commission under Section 15(a) of the Exchange Act if the Associates recommend approval of

the Plan in discussions with Eligible Policyholders without the Associates, MetLife or the

Holding Company registertng as broker-dealers in accordance with Section 15(b) of tle

Exchange Act. In reaching this position, the staff particularly notes that (1) the

demutualization and the related Associates' activities are one-time extraordinary events; (2) no

Associate, with the exception of call center personnel, wil be compensated, directly or

call

indirectly, for his or her efforts in connection with the activities described in the letter; (3)

Metropolitan Life Insurance Company

Page 5

center personnel will be

basis; (4) theAssociates'

compensated on an hourly or salaried

the provisions set fort in

activities wil.be strictiy limited and supervised in accordance with

funds andsecurities inconnection with

the activities discussed; (6) excepting the call center personnel, no Associate wil be hired

solely for purposes of effecting the demutualization; (7) the Associates (except the call center

personnel) wil have substantial, full-time duties unrelated to the activities discus,sed in the

the letter; (5) the Associates wil not handle customer.

letter, and (8)

employees

of the demutualization call center wil not discuss the Purchase .and

Sale Program with Eligible PolicYliolders except to the extent that the questions relate to the

nature of the Purchase and Sale Program and are relevant to the decision o.n whether or~ot to

vote for the Plan.

Division òf Investment

Management

The Facts

MetLife proposes to convert from a mutual life insurance company to a

You state that

stock life insurance company that wil be a subsidiary. of the Holding Company. The

Reorganization. wil occur through a transaction in which certain policyholder~ of insurance

policies and contracts issued by MetLife wil receive, in exchange for their membership

interests in MetLife, consideration in the form of MetLife Common Stock, cash or an

adjustment to their policy values, known as policy credits. MetLife's Pian~ must be approved

by, among others, ,the Eligible Policyholders. You state that on the Effective Date of

the Plan:

of MetLife Common Stock that wil be allocated to Trust Eligible Policyholdets

(1) the shares

wil be issued to the Trust established for the exclusive benefit of the policyholders2; (2) Trust

in the Trust equal to the numbtr of shares of

Eligible Policyholders wil be allocated Interests

stock allocated to them; and (3) by operation of the Plan, the shares of MetLife Common

Stock wil be imediately exchanged for an equal

number of shares of Common Stock.

The Trust wil be established in accordance with the terms and conditions of the Trust

Agreement to hold shares of Common Stock allocated to the Trust Eligible Policyholders,

each

of which wil be a Beneficiary of the Trust. Although the Trust Agreement providès that thè'

Trustee wil have the right to vote, assent, or consenUhe Trust Shares, the Tflstee wíii have

no discretion in doing so. An0ng other things, the Trut Agreement provides that the rightto

. vote the shares of Common Stock held by the Trust wil be exercised by the Trustee, generally

You state that, under the Plan, the Holding Company must complete an Initial Public

Offering, and may also conduct one or more Other Capital Raising Transactions. You state that

the Initial Public Offering is expected to occur in the first quarter of 2000, depending on market

conditions and other relevant factors. '

2 You state that the Trust is a single-purpose trust and will not engage in any othèr business

certain

closely related activities, such as receiving and distributing cash dividends and registering the.

Trust Shares under the Securities Act.

or activity other than voting and holding the Common Stock of the Holding Company and

Metropolitan Life Insurance Company

Page 6

acting upon the directions or instructions of the board of directors of the Holding Company.

The Beneficiaries, however, wil have the rightto instruct the Trustee how to vote the Trust

to give the Trust

Shares for Beneficiary Consent Matters. You.state that the Trust is designed

Eligible Policyholders the benefits of stock ownership -- namely, theabiltycto participate in

sell

those.

shares or to

their allocated shares of Common Stock and to

any appreciation of

purchase additional shares though the Purchase and Sale Program -- while. helping the

Holding Company efficiently manage the administration of the Beneficiaries i accounts and the

costs associated with a large number of stockholders.

investment adviser

MetLife directly

under the Investment Advisers Act of 1940 (the "Advisers Act"), and that

indirectly owns controllng interests in 29 other investment advisers that are registered with the

Commission. Furthermore, you state that N.etLife and these firms (collectively, the "MetLife

You state also that MetLife is registered

with the

Commission

as an

advisers") serve as investment advisers to registered investment companies.

Investment Company Act Status of the Trust

Section 3(a)(1) of the Investment Company Act of 1940 (the" 1940 Act") provides, in

relevant part, that:

"investment company" means any issuer which -: (A) is or holds itself out as being

primarily , or proposes to engage primarily, in the business of investing,

engaged

reinvesting, or trading in securities; . . . or (C) is engaged or proposes to engage in the

business of investing, reinvesting, owning, holding, or trading in securities, and owns

or proposes to acquire investment securities having a value exceeding 40 per centum of

the value of such issuer's total assets (exclusive of Governent securities and cash

items) on an unconsolidated basis.

Section 2(a)(22) of the 1940 Act defines "issuer" as any "personwho issues or proposes to

any security which it has issued." You state that the

issue any security, or has outstanding

Interests issued by the Trust may be securities and, because the Trust primariIy holds Trust

Shares, it is possible that the Trust comes within the definition of "investment company. "

You believe, however, that the Tmst is excluded from regulation as an investment.

company by Section 3(c)(12) of the 1940 Act, which excepts from the definition of an

investment company "any voting trust the assets of which consist exclusively of securities of a

You state that MetLife estimates that it has over 1 1 million policyholders, many of which

wil be allocated only a small number of shares of Common Stock under the Plan. If aifof them

were individually to hold shares pf stock in the Holding Company, you assert that the Holding

Company would have several times the number of stockholders as that of the largest publicly held

corporation.

Metropolitan Life Insurance Company

Page 7

single issuer which is not an investment company. ,,4 Neither the 1940 Act nor the legislative

history defines the term "voting trust" or provides any guidance regarding a definition of the

term. You assert, however, that one accepted definition of the term is: a "device whereby two

or more persons owning stock with voting powers divorce voting rights from ownership,

retaining to all intents and purposes the latter in themselves and transferring the former to

that this

pooled. ,,5 You believe

depositors in the trust are

trustees in whom

voting rights of all

definition describes the essence of the Trust,.in which Beneficiaries retain theirecbnomic

ownership interest in the Trust Shares, but transfer voting rights to the Trustee. We agree that

a voting trust for purposes of Section 3(c)(12) may include a single-purpose trust that is

of a company to retain all oLthe economic benefits of stock

stockholders

formed to allow the

ownership, while transferring their voting rights hi tlecompany to the trustee ofthe trust. 6

. .

The assets of a voting trust relying on the exception provided by

consist exclusively of

Section 3(c)(12)mus(.

the securities of a single issuer. Youstate that, in addition to the Trust

Shares, the Trust wil temporarily have cash to the extent that there are cash dividends paid on

the Trust Shares, but that these cash dividends wil be distributed promptly to the

Beneficiaries. You also state that the cash dividends wil not be invested pending their

that the. Trust is not precluded from relying on

distribution to the. Beneficiaries . We believe

Section 3(c)(12) even though the Trust temporarily wil hold cash in addition to the Trust

Shares because any cash held by the Trust wil relate solely to any dividends paid on the Trust .

Shares, wil be distributed promptly and wil not be invested pending its distribution to the

Beneficiaries. -"

the 1940 Act from the

We agree that the Trust is excepted by Section 3(c)(12) of

company, and is not required to register with the Commission as an

investment company: Because our position is based on the facts and representations in your

definition of investment

4._. You state that Delaware law does not specifically define the term voting trust. You state

further that MetLife's special Delaware counsel has advised you

that the Trust is valid under

Delaware law, even though the Trust does not meet all of the requirements of Section 218 of

trusts.

voting'

Delawåre General Corporation Law, which validates the use of certain forms

You state that Section 218 expressly provides that it does not invalidate a voting or other

arrangement which is not otherwise ilegal, and that, before the enactment of Section 218,

voting trusts.

Delaware case law generally recognized the validity of

Black's Law Dictionary 1577 (6th ed. 1990).

6 You believe that the status of the Trust as a voting trust is not affected by the fact that the

Trustee has the right to vote the Trust Shares, but has no discretion over how it will vote the

the Trust is to serve as a voting trust; and (2) the

shares. We agree because: (I) the purpose of

Trust Agreement grants the Holding Company's board of directors and the Beneficiaries the

power to direct the Trustee how to vote the Trust Shares, and the Eligible Policyholders will

the Plan.

approve the Trust Agreement in connection with their approval of

Metropolitan Life Insurance Company

Page 8

letter, you should note that any different facts or representations may require a different

conclusion.

. Whether the Trust's Ownership of

Trust Shares wil Result in a Change in Control of MetLife

Section 15(a)(4) of the 1940 Act makes it unlawful for any person to serve or act as

investment adviser of a registered investment company, except pursuant to ,a written contract

that has been approved by a majority of the outstanding voting securities of the investment

company and that provides, in substance, for its automatic termination in the event of its

assignmeni. If th Reorganization results in an assignment of the investment advisory .

contracts between the MetLife advisers and the registered invespnent companies for which

the

MetLife,advisersserve as;investment advisers (the "Advisory Contractstlfth~. contracts would

terminate and'the MetLife advisers could not lawfully serve as investment.advisers to the

investment companies, unless and until a majority of the outstanding voting securities of those

companies approve new advisory contracts with the MetLife advisers.

Section 2(a)(4) of the 1940 Act defines "assignment" to include any direct or indirect

transfer of a contollng block of the assignor's outstanding voting securities by a security

holder of the assignor. Although the 1940 Act does not define "controllng block," Section

2(a)(9)of the 1940 Act defines "control" as the power to exercise a controllng influence over

the management or policies of a company. Section 2(a)(9) also provides a rebuttable

presumption of control when any person owns beneficially, either directly or through one or

more controlled companies, more than 25 % of the voting securities of a company. You state

that as a result of the Reorganization, the Trust may initially own, on behalf of the

Beneficiaries, more than 25% of the outstanding shares of the Common Stock. Due to the

unique nature and purpose of the Trust and the provisions of the Trust Agreement concerning

the voting o.f the Trust Shares, you request our concunence that no assignment wil occur by

virtt. of the Trust owning more than 25 % of the outstanding shares of the Common Stock.

We previously stated that we wil no longer respond to letters relating to the effect of

proposed corporate transactions on existing investment advisory contracts of investment

. companies registered under the 1940 Act Unless they present novel or unusual issues.? vVe

have not previously addressed

believe that your letter presents a novel or unusual issue. We

whether the establishment of a voting trust that owns, but does not have voting discrétion with

respect to, more than 25% of the voting securities of a registered investment adviser would

See American Century Companies, Inc./lP. Morgan & Co. Incorporated (pub. avaiL. Dec.

the

Reorganization, including the proposed Initial Public Offering and the Other Capital Raising

Transactions, may result in an assignment of the Advisory Contracts. In addition, you have not

the Trust would

asked, and we take no position regarding, whether the eventual dissolution of

result in an assignment of the Advisory Contracts.

23, 1997). Accordingly, we take no position regarding whether other aspects of

Metropolitan Life Insurance Company

Page 9

contract

result in an assignment of an advisory

between the adviser and a registered investment

company.8

You argue that the Trust's ownership of the Common Stock wil not result in an

assignment of the Advisory Contracts. You argue that the Trust wil have no power to

exercise a controlling infuence over the management or policies of the Holding Company or

the MetLife advisers within the meaning öfthe term "control" under Section 2(a)(9) ofthe

1940 Act. Although the Trusteewil have the right to vote, assent or consent the Common

Stock, you assert that the Trustee wil have no discretion in doing so. You state that the

the recommendation given by the

Trustee wil vote' inac,cordance with

Holding Company

to itsstockhölders, or, if no

board of direc#)rs of

the

such recommendation i~given,as ~irecte:d by

Beneficiary Consent Matter, the Trustee willsolicit

all of the Trust

instructions from all of the Beneficiaries and wil vote, assent, o.r consent

Shares in favor of or in opposition to such matter or abstain from voting on su~h matter in

proportion to the instructions received from the Beneficiaries that give instructions..

the board. . You state that, for

You argue that the presumption of control in Section 2(a)(9) is not triggered by the

the Holding Company, because

securities of

the voting

more than 25% of

Trust's ownership of

note in this regard that

you believe that the Trust does not beneficially own the shares. You

Rule 13d-3 under the Exchange Act provides that beneficial ownership is determined by

reference to investment power and voting power.9 You represent.that the Trustee, on behalf of

the Trust, has neither investment power nor discretionary voting power with respect to the

Trust Shares.

8 . You note that in Babson Organization, Inc. (pub. avaiL. Apr. 26, 1973) ("Babson"), the .

staff disagreed with counsel's legal opinion that an assignment would not occur upon the

dissolution of a voting trust that held securities of a registered investment adviser. The staff

issued Babson prior to the Commission's adoption, in 1980, ofRule.2a-6 under the 1940 Act (and

the corresponding provision under the Advisers Act, Rule 202(a)(I)-1). Rule 2a-6 provides that a

an investment

the 1940 Act. We believe that an

Section 15(a)(4) of

whether an assignment wil occur as a

transaction which does not result in a change of actual control or management of

adviser is not an assignment for purposes of

adviser may rely on Rule 2a-6 to make a determination of

result of any transaction, including a transaction involving a voting trust. See Zurich lnsurance

Company (pub. avaiL. Aug. 31, 1998) ("Zurich").

Rule 13d-3 under the Exchange Act provides generally that, for purposes of Section B(d)

and 13 (g) of the Exchange Act, the beneficial owner of a security includes any person who,

directly or indirectly, through any contract, arrangement, understanding, relationship, o'r otherwise

has or shares: (I) voting power, which includes the power to vote or direct the voting of, such

security; and/or (2) investment power, which includes the power to dispose, or direct the

disposition of, such security.

Metropolitan Life Insurance Company

Page 10

We agree that the Trust's ownership of more than 25% of the Common Stock wil not

our position is based on the facts

Advisory Contacts,10 Because

of the

result in an assignment

and representaons in your letter, you should note that any different facts or representations

may require a different conclusion.

General

The request for confidential treatment pursuant to Rule 81(b) of the Commission's

Regulation Concernng Information and Requests (17 C.F.R. §200.81(b)), submitted by

dated November 16, 1999, has been granted until the earlier of (a) the date

separate lettr

Statement on Form S-l for the initial public offering in connection with

MetLife's Registration

the demutualization is fied publicly; (b) 45 days from the date of this response; or (c) the date

that any information contained in your letter or this response is made publicly available by

MetLife.

The above positions are based on representations made to the. Divisions in your letter

and your opinions of c?unsel, and any different facts or conditions might require the Divisions

You state that youbelieve that, in connection with the Trust's ownership of the Trust

the Holding Company to instruct the Trustee how

the board of directors of

Shares, the ability of

to vote the Trust Shares as to matters other than Beneficiary Consent Matters, also wil not result

in a change of control of the MetLife advisers or an assignment of the Advisory Contracts. You

state that it is your opinion that the MetLife advisers may rely on Rule 2a-6 under the 1940 Act in

will not respond

connection with the Reorganization. As we stated in Zurich, however, the staff

to inquiries as to whether a particular transaction falls within Rule 2a-6 under the 1940 Act

this inquiry.

the primarily factual nature of

because of

Metropolitan Life Insurance Company

Page 1 1

conclusions. Furter, this response expresses the positions of the Divisions

to reach different

of Corporation Finance and Market Regulation on enforcement action only and do.es no.t

the questions presented.

express any legal conclusions oIl

Sincerely,

~k~

For the Division of Corporation Finance

SpecIål. Counsel .

For the Division of Market Regulation

Office of Risk Management and Control

\\~ (¿ d j) ,

¿¡v~.J d io///GR~

James A. Brigagliano

Assistant Director

L...

.,!

Office of the 'Chief Counsel

¡).1 i j l::~- /.;1. I ' a

-l'i,t¿.Lf(( c~) 71 GZitr

i ¡Laúra Pruitt

'"./ SpecIal Counsel

LA/ -./,r.~

'1n'-"7

,. I If

..i-- -,.//

. .: . -7 ..

For the Division of Investment Management

r ,/ /;::"'1 ; j "..,,/

1.\ F J \_\:::~.i ~.("':-d'Y

1 \..l'-i,lk/ ""2-.1

,i. - \..

Kathleen Knisely

Senior Counsel

.¡

)EBEVOISE & PLIMPTON

875 THIRD AVENUE

NEW YORK, NY 10022

(212) 909-00

555 13TH STREET. N.W.

WASHINGTON. DC 2004

TELEPHONE (202) 383.80

TELECOPIER (202) 383.8118

21 AVENUE GEORGE V

75008 PARIS

TELEPHONE (33 1) 40 73 12 12

TELECOPIER (33 1) 47 20 50 82

. OLD BROAD STREET

LONDON EC2N IHQ

TELEPHONE (44 171) 786 90

TELECOPIER (44 171) 58 4180

13/F ENTERTAINMENT BUILDING

30 QUEEN'S ROAD CENTRAL

HONG KONG

BOLSHOI PALASHEVKY PER. 13/2

TELEPHONE (852) 2160 980

TELECOPIER (852) 28109828

TELECOPIER: (212) 909-6836

INTERNA TlONAL ANANCIAL CENTRE

MOSCOW 103104

TEL.EPHONE (7.503) 956.3858

TELECOPIER (7.503) 956.3868

Securities Act of 1933

Sections 3(a)(10) and

Rules 144 and 145

Securities Exchange Act.. of 1934

(1 0), W(b), 12(g),

12(h), 13(d), 13(e), 14, 15(a) and

Sections3( a)

16; Regulations"

14A-E, Rules 10b~

13, 13e-4, 14a-7, l4a.;13, 14b-l,

14b-2 and 14c-3

Investment Company Act of 1940

Sections 2(a)(9),2(a)(36), 2(a)( 41),

3(a), 3(c)(12) and l5(a)(4)

Rule 2a-6

November 16, 1999

Confidential Treatment Requested

Catherine T. Dixon, Esq.

Division of Corporation Finance

Catherine McGuire, Esq.

Division of Market Regulation

Larr Bergmann, Esq.

Division. of Market Regulation

Douglas Scheidt, Esq.

Division of Investment Management

Securities and Exchange Commssion

450 Fifth Street, N.W.

Washington, D.C. 20549

Metropolitan Life Insurance Company

Dear Ms. Dixon, Ms. McGuire, Mr. Bergmann and Mr. Scheidt:

We are specialcounsel to Metropolitan Life Insurance Company, a New Yorkdomiciled mutual life insurance company ("MetLife"), in connection with MetLife's

life insurance company to a stock life insurance

proposed conversion from a mutual

20665944.56

Lar Bergman Esq.

C.atherine T. Dixon, Esq.

Catherine McGuire, Esq.

Scheidt, Esq.

Douglas

November 16, 1999

-2-

company. This process, described in detail below, is referred to herein as the "Reorganzation."

As a result of the Reorganzation, MetLife will become a stock life insurance

company that is a subsidiar of a newly-formed holding company (the "Holding

Company"). The Reorganzation will occur through a transaction in which certain holders

of insurance policies and contracts issued by MetLife will receive consideration in the form

Life (which will then be exchanged for an equal number

Met

of share~ of common stock of

of shares of common stock of the Holding Company to be held through the trust described

adjustment to their policy values, known as policy credits. Under New

below), cash or

York Insurance Law Section 7312 (the "New York Statute"), MetLife's Plan of

Reorganation, dated September 28, 1999 (as such may be amended from time to time,

the "Plan"), must.be approved in advance ofthe effective date ofthe Plan (the "Effective

Date") by the Superintendent (the "Superintendent") ofthe New York Insurance

Deparment (the "Deparment") afer finding, among other things, that the Plan is fair and

equitable to policyholders. Under the New York Statute, the Superintendent must hold a

public hearng to consider, among other things, the fairness of the terms and conditions of

the Plan, the reasons and purposes for MetLife to demutualize and whether the

Life and its policyholders and not detrimental to

Met

Reorganzation is inthe interest of

the public. The Plan must also be approved by a vote of

Met

Life's policyholders whose

Directors

policies were in force on September 28, 1999, the date MetLife's Board of

adopted the Plan ("Eligible Policyholders").

On the Effective Date MetLife, by operation ofthe New York Statute, wil

become a stock life insurance company. The membership interests of

policyholders (collectively, the "Policyholders' Membership Interests") will

Met

Life's

be extinguished

and in exchange therefor Eligible Policyholders will be entitled to receive consideration in

Life ("MetLife Common Stock"), which will

Met

then be exchanged for an equal number of shares of common stock of the Holding

Company ("Common Stock") to be held in the trust described below, cash or policy

the form of shares of common stock of

credits. The Plan provides that on the Effective Date,

Life Common Stock allocated to Eligible Policyholders wil

be issued to the MetLife Policyholder Trust (the "Trust") established for the exclusive

benefit of the policyholders;

(i) the shares of

Met

(ii) policyholders allocated stock undtr the Plan ("Trust Eligible Policyholders")

will be allocated beneficial interests in the Trust ("Interests") equal to the number of

shares of stock allocated to them; and

20665944.56

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

(iii).by-operation of

-~-

Life Common Stock willbe

equal number of shares of Common Stock to be.held

the Plan, the shares of

immediately.exchaiged for an

November 16,1999

Met

the Trust.

through

Under

the

Plan the Holding Company must complete a registered~underWtten

(the '.'InitialPublIC Offering"),:

publicoffering.ofthe Common Stock on the Effective Date

and may also conduc one.or more other capital raising transactions ("Other Capital

Raising Transactions"). These may include one or more ora publìc offèring of

convertible preferred securities, a public offering of convertible preferred

securities and up to $500 million aggregate principal amount of publicly-issued debt

securities, .commercial paper issuances or ban borrowings (or a combination of such

mandatorily

offerings, issuanes and ban borrowings). The Effective Date is currently expected to

quarer of2000, depending on market conditions and other relevant

occur inthe first

factors. In connection with the Initial Public Offerig, (the Holding Company intends to

on the New York Stock Exchange (the "NYSE"),

the Common Stock

apply for a listing of

the

connection

therewIcwll

the

Common

Stock

under

Section 12 of

and

Securities Exchange

Act -of1934,asàmended (the "Exchange Act").

the

The Trust will be established in accordance with the terms and conditions of

Policyholder Trust Agreement (the "Trust Agreement") to hold the shares of Common

which will become a

Eligible Policyholders, each of

Stock allocated to the Trut

the Trust (collectively, the "Beneficiares"). The consideration payable to

beneficiar of

Eligible Policyholders in the form of cash and policy credits will be distributed as soon

reasonably.practicable afer the Effective Date, but in any event not later than 60 days

after that date.

MetLife adopted the trust structure to address certain unique challenges arsing

out of its Reorganzation while providing policyholders receiving stock consideration witn.

Met

Life's Reorganzation is unprecedented in the

benefits of stock ownership. The size of

United States. MetLife estmates that it has over 11 million policyholders, many 9fwhich

Will be allocated only a small number of shares of Common Stock under the Plan. If all of

them were individually to hold shares of stock in the new Holding Company, the Holding

Company would ~ave several times the number of stockholders as that of the largest

publicly held U.S. corporation. Many of

these policyholders would receive only

a small

amount of stock and many hold policies that, while techncally in force and eligible tQ

receive consideration under the Plan, have been issued decades earlier. MetLife expects

that many of these policyholders would be inactive stockholders, makng it diffcult, if not

impossible, to achieve a quorum for stockholder votes after the Reorganation. Such a

large number of stockholders would also result in significant costs for the Holding

20665944.56

., '.

-..

Lar Bergmann, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

-4-

November 16, 1999

by the Holding Company's stOCkholders,

Company (which would be borne, indirectly,

including policyholders), including the costs of mailing proxy materials and anual reports.

In addition, since many of these policyholders would be receiving small amounts of stock,

it would be inconvenient for them to establish brokerage accounts in order to sell their

stock, and the commissions

charged to sell

their

shares would be relatively .mol"e

burdensome on these policyholders.

stock

ownership -- namely, the ability to paricipate in any appreciation of their allocated shares

of Common Stock and to sell those shares or purchase additional shares through the

purchase

and sale program described below -'- while helping the Holding Company

effciently manage the administration of

Beneficiar accounts and the costs associated with

such a large number of stockholders. Among other thngs, the Trust Agreement provides

that the right to vote the shares of

Common Stock held by the Trust (the "Trui.t Shares")

the Trust (the "Trustee"), generally acting upop.the

will be exercised by the trustee of

. . recommendation or direction of the Holding Company's board of directors. The

The Trust is designed to give Trust Eligible Policyholders benefits of

.. B.eneficiares, however, will have the right to instruct the Trustee on how to vote the Trust

Shares on matters involving certain specified actions fundamental to the interests of

stockholders. These matters are (each, a "Beneficiar Consent Matter"):

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

Trust Shares for cash, securities or other property,

(iv) issuances of

Common Stock prior to the first aniversar of

the'

Effective Date at a price matenally below the prevailing market price, if a vote is

required to approve the issuance under Delaware law, other than issuances in an

underwtten public offering or pursuant to an employee benefit plan,

(v) before the first anversar 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

,20665944.56

Lar Bergmann, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

-5-

November 16, 1999

incorporationur the.by-lawsofthe Holding Companyl, and any amendment to the

certificate of

incorporation or

by-laws of

that is submitted to a

the Holding Company

vote ofstodcholders for approval and '

.'~("~)'-pfOpOSalS submitted to sto.ckho1dersrequiring the Board Ç)fDirectors t9-

amend the HoldingC.o.nipany's Stockholder RightspJan, o.r redeem rights under tiiat.

plan other than a proposal with respect to which the Holding Company has received,

adviceofnationally."recognized legal counsel to the effect that the proposal is not a:.

_ propeLsubject for stockholder action under Delaware law.

_ .£roxy s.olicitation materials, anual reports and information statements received

by the Trutee in connection with any matter not involving a Beneficiar Consent Matter

will

be made available1:O Beneficiares for their information on a website maintained by the

Holdig Company or by mail upon request (requested either by mail or through a toll-free

number maintained by the Holding Company) and at the Holding Company's expense, but

votingintrctions totli Trutee will not be solicited

instructions are

received,

and, if

they willnGt be binding on thed'frustee. Beneficiares will also be informed anually

mailings to

(which is expected to be in connection with the anual dividend check

Beneficiares) of

the avaiability of

the Holding Company's anual report, proxy statement

and any inormation statement (collectively, "Anual Stockholder Reports") on the

upon request at the Holding Company's expense;

Holding Company's website or by mail

the availability of

the Holding Company's and the Trust's filings under the Exchange

Act

on the Holding Company's and the SEC's websites or by mail upon request atthe Holding

Company's expense; of their rights to paricipate in the purchase and sale program ._

described below (the "Purchase and Sale Program") and where to obtain information

about the Program; of

deadline for submission of

the expected date of

the Holding Company's anual meeting and the

the Anual Stockholder

stockholder proposals, and when

Reports are expected to become available; and

the aggregate amount of dividends and.

interest paid to all Beneficiares in that dividend distribution. Beneficiares that telephone

the toll-free number in order to parcipate in the Purchase and Sale Program or t9 obtain

further information will be informed that the Anual Stockholder Reports are available on

1. Under the Holding Company's certificate of incorporation and by-laws, the only

matters requiring super-majority approval of stockholders is the amendment of certain

specified sections of

the certificate of

incorporation and amendment of

the by-laws,

which each require approval of holders of at least three-quarers of the outstanding

stock of the Holding Company entitled to vote generally in the election of directors.

There are no provisions in Delaware law requiring a super-majority vote.

20665944.56

LarryBergman, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

-6-

November 16, i 999

the website or by mail upon request. Anual Stockholder Reports will generally not

otherwse be disseminated to the Beneficiares. As a consequence, the Holding Company

will avoid the costs of mailing Anual Stockholder Reports to the Beneficiares except in

connection with a solicitation on a Beneficiar Consent Matter. In addition to the

realize, these voting

administrative'costsavings that the Holding Company expects to

is obtairiedon máttèrs putto astockholder

provisions will also help ensure that a quorum

vote.

their

The Plan and the Trust will give policyholders the opportunity to dispose of

allocated shares or hold their ownership interests in the Holding Company directly, instead

may

they prefer. Under the Plan, any Eligible Policyholder

through the

Trust, if

elect, .at the time of the policyholder vote on the Reorganzation, to receive cash in

indirectly

lieu òfthe Eligible Policyholder's allocated shares at the Effective Date, subject to limits

cash

to group Eligible Policyholders allocated

the amounts that are available to provide

more than 25,000 shares. Beneficiares will also be able to withdraw all, but not less than

al, their alocated shares of Common Stock at any time beginnng one year afer the

Effective Date.

In addition, the Plan provides that Beneficiaries may instruct the Trustee, subject

to limited restrictions described below, to withdraw their allocated shares from the Trust

for salë through the Purchase and Sale Program established by the Holding Company.

Sales may be made at any time afer the later of (i) termnation of any stabilization

arangements and

trading restrictions in connection with the Initial Public Offering and (ii)

the

Common Stock will also be entitled to purchase additional shares in the Purchase and Sale

bring their Interests up to 1,000 shares, subject to a minimum of$250 per

Program

purchase (or such lesser amount that would cause it to hold, at the closing price on the

options

which

the closing of

all underwters' over-allotment

expiration of

all unexerCised options. Beneficiares allocated less than 1,000 shares

have been exercised and

purchase funds, the..l,OOO maxmum

number ofInterests). Purchases may be made at any time beginnng on the first trading

day following the 90th

day after the Effective Date (which will be more than 90 dåys afer

the Holding Company becomes subject to the reporting obligations under the Exchange

Act).

trading day immediately prior to the mailing of

The Purchase and Sale Program will be administered by the Program Agent The

initial Program Agent is expected to be ChaseMellon Shareholder Servces, L.L.c.

(ItCMSSIt), which will also be the initial transfer agent for the Holding Company and the

initial custodian ofthe Trust (the ItCustodianlt). All purchase instructions will be

processed and supervised by ChaseMellon Financial Servces L.L.C.(ItCMFSIt), using its

20665944.56

Lar Bergman Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

-7-

N o.vember 16, 1999

Manyofthese employees will also be employees of CMSS. oCMFS is a

employees;

registered broker-dealer.

Purchase and Sale

Program transactions (other than purchases and sales in a

batch that:ae.,offsetagnst eachother)~will generally be effectedin the qpen market in

ordinar .brokerage_tranactions. The Plan and the. Trust Agi-eement also pennt tht

Holding Company, in its discretion, to purchase shares withdrawn from the Trust for sale

will not be permitted so long as

Program. These purchases

through the Purchas.ad Sale

the Holding Company.is otherwse engaged in a distribution as defined in Regulation M of

the Exchange Act. .

the liquidity provided by the Purchase and

SaleProgr;the ability to elect cash consideration under the Plan and the right to

one year, shares from the Trust, the Trust will, afer a short waiting

withdraw, afer

MetLifebelevesthat~as a result of

period,

be essential a -voluntar mechansm that addresses the extaordinar issues faced

wishig to hold their

the

by MetLfe whie.providig signficant benefits to those policyholders

allocated shares

the Trust. A'S par of

the Plan, the purpose, terms and effects of

Trust will be fully disclosed to .policyholders and subject to extensive regulatory review by

the Superintendent in connection with his consideration of whether to approve or

disapprove the Plan. In paricular, both the Superintendent and a minimum of

of the Eligible

Policyholders

two-thirds

tht vote will need to approve the Plan, and thus the Trust,

before it goes into effect. ThéNew York Statute expressly permts the use of a trust

structure in connection with a demutualization.

We are writing to request confrmation that, based upon the facts and

representations below, the stafwill not recommend thatthe Securities and Exchange

Commission (the "Commssion") take any enforcement action against MetLife, the

Holding Company, the Program Agent, CMFS, the Trust, the Tru$tee, the Custodian, any

their respective afliates, offcers, directors or employees or any Associates (as defined

below):

in the transaction that will result in MetLife's Reorganzation,

(a) MetLife issues shares ofMetLife Common Stock to the Trust, (b) the Trust

exchanges such shares ofMetLife Common Stock (including the preferred stock

purchase rights associated with the Common Stock that will be distrbuted pur~uant

(i) if

to the Holding Company' s~Stockholder Rights Plan) for an equal number of shares of

Common Stock, and (c) the Trust allocates Interests to Trust Eligible Policyholders,

in each case without registering such shares and

20665944.56

Interests under the Securities Act of

Lar Bergman, Esq.

Catherie T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esg.

-8-

November 16,1999

exemption from

1933, as amended (the "Securities Act"), in reliance on the

registration provided by Section 3(a)(1O) thereunder;

(ii) if

Common Stock

MetLife Common Stock and

the issuance of shares of

Eligible Policyholders.

and thè allocation öfthe Interests to-and Ön behalf of the Trust

is not integrated WÍth the lritial Pûblic Offering;

(iii) if

the Interests are registered under the Exchange Act and the Trust files.

reports under that Act as described herein;

(iv) if(a) no proxy soliciting materials, anual and quarerly reports or

information statements are disseminated to Beneficiares in connéction with a vote or

consent of

the

stockholders of

Holding Company, except, as described in this letter, in

Beneficiares, (b)

connection with a Beneficiar Consent Matter or upon request of

connection

mailing and

are followed

the procedures descnbed in this letter for the distribution of materials in

with a Beneficiar Consent Matter (including the procedures for requiring

'other expenses be reimbursed by a stockholder in certain circumstances )

and (cl none of

the Holding

Company, the Trust, the

Trustee or Custodian, any

directors or employees inquires

connection with such vote or

consent, or provides information in connection with those inquiries, except in

their respective afliates, or

as to the ~en~ficial ownership of

their respective offcers,

the Trust Shares

connection with a Beneficiar Consent Matter;

Directors of

the Holding Company provide the

(v) ifthe Board of

information required by Schedule I3D pursuant to SectionI3(d)oftheExchange Act

and

Section 16 of

the Exchange Act in the

maner

described herein;

(vi) under Sectio.n 5o.fthe Securities Act, Sections B(e), 14(d) or 14(e) of.

the Exchange Act and Rules 10b-l3 and 13 e-4 under the

Exchange Act, if the .

Purchase and Sale Program is implemented as described herein;

Shares may be withdrawn from the Trust without compliance

(vii) if T rust

with the registration provisions of the Securities Act;

(viii) if

Beneficiares that elect to withdraw their allocated shares may~sell

such shares in accordance with the resale guidelines described in Section Gherein;

the Trust is not registered under the Investment Company Act of

1940, as amended (the "Investment Company Act"); and

(ix) if

.'?L.,t~OI.I. ~L.

Lar Bergman, Esq.

Catherine T _ Dixon, Esq.

Esq.

Catherine McGuire,

November 16, 1999

-9-

Douglas Scheidt, Esq.

(x) ifMetLife's insurance agency sales force, brokers, dealers and other

personnel and offcers, directors

its insurance products, its call center.

MetLifeand its affliates (collectively, the "Associates"), including

and employees of

distributors of

. . '.

dicuons with Eligible Policyholders under thecircumstance.s

securities transactions, recommend approval

persons not licensed to .engagein equity

the

Pla

described in this letter -wi.thoutMetLife, the Holding Company or the Associates

the

as broker-dealtrs with the COIIssion pursuantto Section 15(a) of

registering

Exchange Act?

In addition, we seek the staffs concurrence with our conclusion thauhe Trust's

ownersh_of more than 25% of the Common Stock will not result in an assignent of any

investment company advisory contracts of

Met

Life or its affliated investment advisers.

We understand that the stafs positions rendered in response to this letter will be

based on the representations mae to you and our opinions set forth in ths letter, and that

any dierent facts or conditions.(including, without limitation, any amendment to the Plan,

the Trust,

or the procedures for

the Purchase and Sale Program described herein) might

require different conclusions.

METLIFE

life insurance company organzed under the laws of the State

MetLife is a mutual

New York and is licensed to conduct insurance business in all U.S. states, the District

Puerto Rico, the U.S. Virgin Islands and Canada. MetLife estimates that it

Columbia,

whom hold more than

currently ha more than 11 millon Eligible Policyholders, some of

December 31, 1998, MetLife had assets of over $215.3 bilion and was

one policy. As of

the largest life insance company in the U.S. in terms oflife insurance in force.

As a mutual

life insurance company, MetLife has no authorized, issued or

outstanding capital stock. The policyholders of MetLife, through the purchase of

2. MetLife and certain of its afliates are registered with the Commssion as brokerthe Exchange Act in order to distribute varable

dealers under Section 15(b) of

insurance products, mutual fund securities and other tyes of securities. As required

the National

under the Exchange Act, MetLife and these afliates are members of

Association of Securities Dealers, Inc. (the "NASD"). Many members of

Met

Life's

insurance agency sales force and other distributors of its products are licensed by the

NASD as registered representatives of

20665944.56

Met

Life or these afliates.

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

-10-

November 16, 1999

insurance policies and anuity contracts, acquire insurance coverage or annuities and,

bylaws or otherwse by law, certain membership interests in

MetLife,including any right to vote and any rights that may exist with respect.to. the

surplûs ofMetLìfe, including any right to a distribution 6fMetLife's surplus (if any) in the

under MetLife's charer or

Life.

Met

event ofthê liquidation of

THE PROPOSEDREURGANATION

life insurance company to a stock life

MetLife proposes to convert from a mutual

insurance company in accordance with the New York Statute. The New York Statute

life insurance

. provides for the conversion, by operation oflaw, of a New York mutual

company to a stock form of ownership upon the occurrence of certain events, including

(i) adoption of a formal plan of reorganzation by the mutual insurance company's board of

directors, (ii) approval of the plan of reorganation by the Superintendent,. (iii) approval

the plan of

reorganzation by a vote of

policyholders and (iv) the satisfaction of

the mutual insurance company's eligible

all conditions

in the

plan ofreorganzation. For

the New York Statute is attached hereto as Exhbit A.

your convenience, a copy of

The Plan. The Plan 'Will be subject to extensive regulatory review by the

Deparment and its outside legal, financial and actuaral advisors. MetLife's Board of

Directors adopted the Plan on September 28, 1999, and has subsequently amended and

restated the Plan. The New York Statute requires that the Plan be submitted

to the

Superintendent and that the Superintendent hold a public hearng (the "Hearng") upon the

the Plan, the reasons and purposes for MetLife to

fairness of

the terms and conditions of

demutualize, and whether the Reorganzation is in the interest of

Met

Life and its

policyholders and not detrimental to the public~ MetLife will mail a notice of the Hearng

approved by the Superintendent not less than 30 days prior to the Hearng to all Eligible

Policyholders (unless MetLife, afer a reasonable effort to locate an Eligible Policyholder,

has reasonable belief

that the most recent mailing address of

the Eligible Policyholder on

Met

Life is no longer valid). MetLife will also give notice of the date, time,

place and purpose of the Hearng by publication in three newspapers of general circulation

the records of

not less than 15 days nor more than 60 days before the Hearng and will post notice of

the

Hearng on its website.

The Superintendent is required by the New York Statute to issue an order ~

approving or disapproving the Plan within 60 days following the closing of the Hearng

record. Under the New York Statute, the Superintendent shall approve the Plan if

he or

she finds that the proposed Reorganzation, in whole and in par, does not violate the New

York Statute, is fair and equitable to MetLife's policyholders and is not detrimental to the

"'n.lLc,." r;L:

Lar Bergman Esq.

Catherie T. Dixon, Esq.

November 16, 1999

-11-

Càtherine McGuire, Esq.

Douglas Scheidt, Esq.

amount of

public and that, afterging effect to,thReorgantion, MetLife will have an

necessar for its future

capital.and surplus the Superintendei-t deems to be reasonably.

solvency. ,TheSuperiendents appi:oval will be final and binding, subject only to judicial

New York law.

review in accordace with

Under.

Eligible

York Statute, the

the New

Policyholders must

also app,rove the

Plan (the "Policyholders' Vote"). 'le PlanTequires that MetLifemail a noticeofthe date

to each Eligible Policyholder not later than 30 days before the

Policyholders' Vote

the

date of

the

Policyholders' V..te.(unless MetLife, afer a reasonable effort to locate an

Eligible Policyholder,

that the most recent mailing address of

has reasonable belief

Eligible Policyholer.Dn.therecords of

Policyholders'Vote must be preceded or

summary-thereofapproved-bythe Superintendent) and any

Met

Life is no longer valid). The notice of

the

accompaned by acopy ofthe Plan (or a

other explanatory information

as the Superintendent may approve or require, and may be combined with the notice of the

Hearng described above. MetLife apticipates maling a Policyholder Information Booklet

Eligible P9J.cy~olde.rs prior to the..fIearg and the Policyholders' Vote. These

materials were.submitted to the Deparent and its staf for their review and comment,

prior to mailing. MetLife also anticipates posting the Policyholder Information Booklet on

its website. The disclosure regarding MetLife and the proposed Reorganzation contained

in the Policyholder Information Booklet will include information similar to that which will

be included in the Form S'-l registration statement to be filed with the Commission in

connection with the Initial Public Ofring. Under the New York Statute, the Plan will be

approved by the Eligible Policyholders if at least two-thirds of the votes cast in the

Policyholders' Vote in person or by proxy are cast in favor of the Plan.

The Effective Date of the Plan is the date on which the closings of the Initial

Public Offering, as well as any Other Capital Raising Transactions, occurs. The Effective

Date may not be later than the first anversar of the date the Plan is approved by the

Superintendent, although this one-yea period may be extended upon approval of the

Superintendent for one or more additional periods if requested by MetLife's Board of

Directors. On the Effective Date, (i) the Policyholders' Membership Interests will "be

extinguished and each Eligible Policyholder will be entitled to receive consideration in the'

Life Common Stock (which will then be exchanged for an equal

Met

number of shares of Common Stock to be held through the Trust), cash or policy credits

and (ii) MetLife will become a stock life insurance company and a wholly-owned ,

subsidiar ofthe:Holding Company. .The consideration payable to Eligible Policyholders

in the form of cash and policy credits will be distributed as soon as reasonably practicable

form of shares of

afer the Effective Date, but in any event not later than 60 days afer that date.

20665944.56

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

-12-

Eligible Policyholders thatwill receive consideration in the

policyholders whose maiing address is outside the U.S., owners of

November 16, 1999

form of cash include

life insuranc~

industrial

poliCies in reduced paid-up status that MetLife has reasonable belief (afer a reasonable .

effort to locate the policyholder) that the address shown on MetLife's records is an

address at which mail is undeliverable, other policyholders for whom MetLife determnes

in g6ódfà:tlí;subjed to the consent of the Superintendent, that it is not reasonably feasible

oråppropriå.teto ptovidècohsideration in the form that such policyho.lderwould

owners of

othefWse have been eligible to receive and group Eligible Policyholders that are

retirement anuities or tax sheltered anuities, and that elect to receive cash.3

individual

Cash willa1~o be distributed to Eligible Policyholders that elect, at the

time oftbe

Policyholders' Vote, to receive cash for their allocated shares. If the Initial

Public Offering

and any Other Capital Raising Transactions are not of a suffcient size to fund the payment

of cash to all Eligible Policyholders that elect to receive cash, however, it is

the Plan will become effective but that cash will not

electing to receive cash. If this were to

possible that

be paid to all Eligible Policyholders

happen, cash will be paid as follows:

(i) .each individual Eligible Policyholder that elects to receive cash will

receive compensation in the form of cash;

(ii) each group Eligible Policyholder that elects to receive cash

and is

allocated not more than 25,000 shares will receive compensation in the form of cash;

and

elects to receive cash and is

allocated more than 25,000 shares will receive compensation in the form of:

(iii) each group Eligible Policyholder that

(a) cash, with respect to the first 25,000 shares allocated to the Eligible

Policyholder, and

(b) either shares of Common Stock (to be held in the Trust) or a

Common Stock (to.be held in the Trust), with

cash and shares of

allocated to the Eligible Policyholder. Such cash

respect to the remaining shares

will be allocated to each such Eligible Policyholder on a pro rata basis based on

combination of

3. In addition to the cash payments under the Plan, MetLife's Canadian branch will make

cash payments to certain persons that were policyholders of the Canadian branch of

accordance with undertakngs given to Canadian regulators when most of

MetLife in

MetLife's Canadian business was sold to a Canadian mutual insurer.

20665944.56

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

November 16, 1999

-13-

Catherine McGuire, Esq.

DouglasScheidt, Esq.

shares in excess of25,OOO shares

the proportion that-hetotal number of

bears to the total number of shares in

all such Eligible Policyholders allocated

,.excessof25jOOO,shares-allocated to.

more th 25,000 shares that have elected to receive cash.

-allocated

to .suchEligible Policyholder

u'!

if there is an uncler;tten public offering of,

Until:he secohä year-afer the Effecive Date,

Holding Company

Common Stöck, 'the

time more

25,000

than

Interests and whose cash

Trust Shares equal to all ofthe Trust Beneficiar's

opportnity tojndudea number of

Trust

will offer to each Trust Beneficiar holding at the . .

'election was not fully satisfied the

Intere:ssIn the offering, subject to certain limitations set forth in the Trust

Agreement.

Eligible Policyholders that will receive consideration in

policy credits include policyholders holding policies that are individual

the form of

retirement anuities; ta.sheltered anuities, certain tax-favored individual anuity

The

Plan-provides

that

accounts. .c

contr.acts,,ad.indi\UchiaUifeiilrancepolicies and life and health insurance funding

Regardlessufwhether an Eligible Policyholder is receiving Interests, cash or

policy Lredits, the

based.on the nùmber of

consideration an Eligible Policyholder receives under the Plan will be

shares of

Met

Life Common Stock allocated to the Eligible

the Plan (collectively, the "Allocable Common

Shares"). The formula for allocating the Allocable Common Shares among the Eligible

Life Common:

Met

two components. A fixed number of shares of

Policyholders consists of

Stock will be allocated to each Eligible Policyholder. Additional shares will also be

allocated to an Eligible Policyholder holding a "paricipating" policy, that is, a policy that

is generally eligible for dividend payments or is considered to be a "paricipating policy"

for purposes of the Plan. The number of additional shares will var for each such Eligible.

Policyholder pursuant to

the terms-of

Policyholder based upon an actaral formula; specified in the Plan, that takes into

account, among other things, the past and future contributions to MetLife's surplus from

paricipating policies held by the Eligible Policyholder, as determned by historical

future pedormance.

experience and expected

The Plan provides that the value of the consideration to be paid to an Eligible

Policyholder in the form of cash or policy credits will be equal to the number of Allocable

Common Shares allocated to the Eligible Policyholder multiplied by the price per share at

which Common Stock is offered to the public in the Initial Public Offering (the "IPO

Price"). The JPO Price, which will be established through ar's-length negotiations with

representatives ofthe underwters, is an objective measure ofthe value of

the stock

Lar Bergman, Esq.

Catherie T. Dixon, Esq.

-14-

Caiheririe McGuire, Esq.

Douglas Scheidt, Esq.

November 16, 1999

allocated to the Eligible Policyholders, and will be based on, among other things" factors

related to the Holding Company and the life insurance industry and prevailing market

provides thatMetLife and the Holding Company will use

Initial PublicOffering

their best effort to ensure that the managing underwters for the

conditions in general. The Plan

c;onduct the Initial Public Offering process in a maner that is generally consistent with

custòmarpractices forînitiälpublic offerings, and that MetLife and the

Companyiwillallow the Superintendent and its financial

Holding

advisors reasonable access to

permt them to observe the Initial Public Offering process. Special pricing commttees of

Life and the Holding Company wil determne the price of

Met

Directors of

the Boards of

Common Stockin the Initial Public Offering, which wil also be subject to ratification by

these Board committees will consist of directors who are not.

Life or the Holding Company, and no employees, offcers or

Met

offcers or employees of

directors of or legal counsel to any ofthe underwters for the Initial Public Offerig may

those boards. A majority of

serve on these commttees. The Plan also provides that the terms and provisions of the

the

be subject to approval of

Intial Public Oferig and underwting agreement will

Superintendent;:mid neither MetLife nor the Holding Company will enter into an

. underwting agreement for the Irutial Public Offering if it is notified that the

Supeñntendent has not received confrmation from its financial advisors to the effect that

MetLife, the Holding Company and the underwters for the Initial Public Offering have

Plan. MetLife shall provide the

respects with the requirements of

complied in all material

Superintendent with a letter, dated the date of the signing of the underwting agreement,

that as of that date it has complied with those requirements as to the. conduct

representing

the Irutial Public Offering and that it will continue to do so. On the Effective Date,

MetLifewill provide the.

of that

Superintendent with a letter confrmng

these representations

date.

Under the New York. Statute the Superintendent must find that the consideration

is fair and equitable to policyholders, a determnation

received by Eligible Policyholders

that may be based, among other thngs, on (a) the integrty of

the security

markets in

pricing stock, (b) opiruons rendered by MetLife'sfinancial advisors and consulting

actuares to its Board of

Directors as

to certain financial and actaral matters, as well.

advice from the financial, legal and actuaral advisors engaged by the Deparment, and

( c) the provisions relating to the Initial Public Offering process described above.

In addition to the Initial Public Offering, the Plan also permts the Holding,

Company to raise capital through one or more Other Capital Raising Transactions, which

would be completed on the Effective Date. These may include one or more of a public

offering of mandatorily convertible preferred secunties, a public offering of convertible

preferred securities and up to $500 million aggregate principal amount of publicly-issued

Lar Bergman Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

-15-

November 16, 1999

borrowings (or a combination of such

debt. securities, commercial paper issuanc-es-of ban

offerings, issuances andbanbolTowigs). Under the Plan, the Holding Company canot

offering relaed.to..yOther Capital Raising Transactions without the

proceed with any

the Supertenden whomiist alsoapprove the final terms

approval of

any Other

Capital Raing Tranactons~~""fhe-total proceeds raised in all Other Capital Raising

will notexceed_,one,,.thd pfthe combin~d t?tal proceeds raised in theJnitial

Transactions

all Other,Capital Rasing Transactions. . .

'and

Public Offerig

- .The Plan provides that the.proceeds from the Initial Public Offering, together

with the proceeds from any Other

Capital Raising Transactions, net of

commssions and related expenses,

must be used as follows:

underwting

(i) theHolding Company will'contribute to MetLife an amount equal to the sum

(x) the amount required to fund,the paying of cash and crediting of policy credits

pursuant to the ,Plan and. (y) an amount equal to the amount required to reimburse

MetLife for the cash payments to he-made by MetLife' s Canadian branch to the

holders ofpoiicies included Inthe Canadian business sold to a Canadian mutual

insurer; and

(ii) the Holding Company will contribute to MetLife an amount equal to the

amount of fees and expenses incurred by MetLife in connection with the

Reorganzation, to the extent required by the undertaking delivered by the Holding

Company to the Superintendent in accordance with the New York Statute.

any Other Capital

If any additional proceeds are raised in the Initial Public Offering and

RaisingTransactions, those proceeds, net of

underwting commssions and related

shall be used as follows:

expenses,

exceeding $240 million, or'

(A) the Holding Company will i:etain an amount not

such greater amount as the Superintendent may approve, for workig capital,

payment of dividends on the common stock of the Holding Company and other

general corporate purposes;

(B) the Holding Company will retain an

amount not exceeding $100 million, or

such greater amount as the Superintendent may approve, to pay the fees and

reimburse the expenses ofthe Trustee and Custodian; and

in clauses (A) and (B), and to the extent of any amounts retained by the Holding

?n¡:¡:i;Q!.!. i;¡:

Lar Bergman, Esq.

C~therine T Dixon,Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

November 16, 1999

-16""

Company pursuant to clause (A) and (B) that are not used for the purpose stated in

each such'Clause, tIie Holding.Company will contribute to MetLife any remaining

aiounts to be used' for the general corporate purposes of MetLife. or to repay debt

. . .

incured in connection With MetLife's acquisition of GenAnerica Corporation.

Intial PÙ.blic offering, together with ary Other Capìtal Raising

The p1áh requires that the

proceeds, net 9f

Transactions completed on the plan effective.date, must raise

amount

underwting coIDssions and related expenses, in an amount at least equal to the

paid by MetLifeto fud mandatory cash payments pursuant to the plan and policy credits

to policyholders and to pay fees ard expenses incurred by MetLife related to the

paid by its Canadian

demutualization, as well as to reimburse MetLife for amounts to be

branch to certai former Canadian policyholders.

requires MetLife to establish the Trust for the exclusive

benefit oftheBeneficiares to hold the shares of stock allocated to them under the Plan.

The New York Statute expressly permts the use of a trust structure in connection with a

the Plan, both theSuperinténdent

. demutualìzation. In connection with their approval of

The Trust.

and a minimum of

the establishment of

The Plan

the Eligible Policyholders that vote will have approved of

this Reorganzation,

the Trust. Under the unique circumstances of

two-thirds of

the Trust. MetLife

whom

will be allocated a small

estimates that it has over ii million policyholders, many of

number of shares under the Plan. If all of them were individually to hold shares of stock in

tlè new Holding Company, the Holding Company would have several times the number of

the largest publicly held U.S. corporation. The Trust is designed

stockholders a~ that of

there are paricularly compellng reasons for the establishment of

to givepolicyhplders benefits of stock ownership -- namely, the. ability to paricipate in any

to sell those

shares or to purchase additional shares on a commssion-free basis through the Purchase

Company effciently manage the

and Sale Program -- while helping the Holding

appreciatiòn of

their allocated shares of

Common Stock and the opportnity

. administration of Beneficiar accounts and the costs associated with such a large number

of stockholders. Among other things, the Trust Agreement provides that the right to vote

the Trust Shares will be exercised by the Trustee, generally acting upon the

the Holding Company; as a

Directors of

the Board of

recommendation and direction of

Holding Company wil avoid the costs of mailing Anual Stockholder

consequence, the

. Reports to the Beneficiaries, except in connection with a solicitation on a Beneficiar

a quorum is obtained

help ensure that

Consent Matter. These voting provisions will also

on matters put to a stockholder vote. In addition, the Trust is intended, through the

Purchase and Sale Program, to permt Beneficiares to sell their allocated shares or to

p~rchase additional shares on a commission-free

basis.

Bergmann, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

Lar

November 16,1999

-17-

set outmthePlanand the Trust Agreement. Under

The terms öftheTrust are

Policyholder will

the Trust Agreement, each Ti:st Eligible

the Plan and

be allocated a

MetLife Common Stock allocated to

the Trust Eligible Poliholder in accordançewith the Plan. The Trust Shares will be held .

number

number oflnterests.equalto the

"1:ftlre"Troee, .on'hehalf of

in the name

of shares

over thé

the Trust, which shall-have legal title

Trust

. Trust Shåtes.As atèsultofthe Reorganatioh, the

25%..ofthe Common Stock of

the Beneficiares more than

behalf of

the Holding Company,

will

initially

own on

_ As a:.generalrule, Beneficiares will be prohibited from sellng, transferrng,

assigning, pledging or otherwse diposing of their Interests; however, Interests may be

transferred

beneficiares taking

(i)-nom-the estate of a-deceased-Beneficiar to one or more

operaton oflaw or pursuant to testamentar succession,

(ii) ,.to..th spouse orissue ora Beneficiar or to an entity, selected by a

Beneficiar,provided-tattransfersto- such entity

gift and estate tax puroses under Sections 170, 2055 and 2522 of

are deductible for Federal income,

the Internal

Revenue Code of 1986, as amended, . or to a trust established for the exclusive benefit

the following: (x) Beneficiares, (y) individuals described in this

of one oLmore of

clause (ii), or (z) entities described in this dause (ii),

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

the Beneficiar is not a natral person, by operation oflaw to the

survving entity upon the merger or consolidation of such Beneficiar into another entity, to the purchaser of substantially all the assets of such Beneficiar or to the

appropriate persons upon the dissolution, termnation or winding up of such

Beneficiar,

(iv) if

(v) by

the banptcy or insolvency of

operation oflaw as a consequence of

such Beneficiar or the granting of

relief

to such Beneficiar under the Federal

banptcy laws, or

(vi) from a trust holding an insurance policy on behalfofthe insured person

under.such-policy, to such persons as shall be required pursuant to the terms of such

?n':':r:or.l. r,,:

.-,-.,

Lar Bergman Esq.

Catherine T. Dixon, Esq.

November 16, 1999

-18-

CätherieMcGuire, Esq.

Douglas Scheidt, Esq:

the Trust Agreement.

trst.4A tranfereeofInterests win become subject to

will

Interests

he held in

the

the naieofthe Custodian, which shall k~epa record of

the Custodian.

. Interestsofthe Beneficiares on a book-entry system maintained by

may

Interests

name. "

5. .

not be held bya B~neficiar through a noIlnee or in "street

be the initial Trustee anc: CMSS the initial..;

WilmingtönTrust Company will

Custodian. The Interests will.not be r.e.presented.bycertificates or other evidence of

oWnership.

The Trustee will prepare and deliver to the Custodian an anual report regarding

and distributions it has received on the

Trust Shares, as well as any interest accrued thereon from investments made in accordance

the statusofthe Trust Shares and any dividends

with the Trust Agreement. Based upon that report, the Custodian will promptly prepare

and mailan anual report tò- each Beneficiar regarding the status of such Beneficiary's

Interests and any dividends and

distributions received by

to such

the Trustee with respect

Interests, as well as any such accrued interest. Those reports (which are expected to be

connection with the anual dividend check mailings to Beneficiares) will also

inform the Beneficiares of the availability of the Anual Stockholder Reports on the

provided in.

website or by mail upon request at the Holding Company's expense;

of the availability of the Holding Company's and the Trust's filings under the Exchange Act

Company's

Holding

on the Holding Company's and the SEC's websites or by mail upon request at the Holding

Company's expense;oftheir rights to paricipate in the Purchase and Sale Program and

4. In addition, if

is, at

the Board of

Directors of

any time, a material risk that the assets of

the Holding Company determnes that there

the Trust maybe characterized as

"plan assets" under United States Deparment of

Asset Regulations"), the

Board may direct the

for distiibution to one or

more Beneficiares, a number of

Labor Reg. § 2510.3-101 (the "Plan

Custodian,

Trust Shares (not to exceed

Trustee to distribute to the

the total number of suchBeneficiares' Interests) as the Board may detemine to be .

necessar or appropnate to ensure that the assets of

the Trust will not

be so

characterized as "plan assets".

5. The Trust is designed to be a voting trust under Delaware law. Delaware law does

not specifically define the term voting trst. We have been advised by MetLife's

special Delawae counsel that the Trust is valid under Delaware law, even though the

the Delaware General

the requirements of Section 218 of

Trust does not meet all of

Corporation Law, which validates the use o.f certain forms of

voting trusts. Section

218 expressly provides that it does not invalidate a voting or other arangement which

is not otherwise illegal, and before the enactment of Section 218, case law recognized

voting trusts. Ringling BrOS.-Barum & Bailev Combined Shows. Inc.

the validity of

v. Ringling, 29 DeL. Ch. 610,622,53 A.2d 441, 447 (DeL. 1947).

?n¡;¡;i:ol.l. i:t,

Esq.

Lar Bergman

Catherine T. Dixon,

-19-

Catherie McGuire, Esq.

November l6,1999

Douglas Scheidt, Esq.

where to obtaiifinformatíon about the Progr; of the expected date of the Holding

stockholder proposals, and

for submission of

Company's anniiatmeeting.and deadline

the

aggregate .aonn..f:dvienandiier.st paid to. all Beneficiares in that dividend

are expected to become available;

when the Anual Stockholder Reports

and of

distrbutiön.Nc:r other:'a:cCbnIltingÎ:s.exp~cted to be made by the Trust, except upon tht

termnationand.winding-up-Of the Trust..

Importantly, Beneficiaresthat do not desire to hold Interests may choose (i) to

receive cashinearl.atthe-EffeceÐate or, through the Purchase and Sale Program,

after the completion of

all, but not less than'

the Intial Public Offerig, or (ii) to withdraw

all, of their allocated shares.of Common Stock at any time beginnng one year afer the

provides that Eligible Policyholders may

the Policyholders'Vo1e, to receive cash for their allocated shares at

elect, at

the tie of

the Effective Date at the IPO Price, subject to the limits on the amounts that are available

group EIigible-Rolicyholders allocated more than 25,000 shares.

to provide cash

EffectiveDate~~As..iscusseù.:above,.the Plan

In'addition;'the-Plan provides that

to withdraw their allocated shares from the Trust for sale

Beneficiares may instruct the Program Agent

through the Purchase and Sale

Program beginnng on the later of (i) the termnation of any stabilization arangements

and trading restr~ions in connection with the distribution of the offering and (ii) the

closing of all underwters' over-allotment options that have been exercised and the

expiration of

all unexercised options. Beneficiares allocated less than 1,000 shares

Common Stock will also be entitled to purchase in the Purchase and Sale Program

additional shares to bring

their Iiiterests up to 1,000 shares, subject to a minimum of$250.

per purchase

(or such lesser amount that would cause

the Beneficiar to hold the 1,000

maxmum number of Interests), begig on the first trading day following the 90th day

will be

after the Effective Date. The

number oflnterests allocated to Beneficiares

adjusted for any shares of Common Stock purchased or sold in the Purchase and Sale.

Program such that the Interests held by a Beneficiar wil always equal the number of

Common Shaes allocated to the Beneficiar. Beneficiares will not be restricted from

their holding Interests in the

holding shares acquired outside of

the Trust by virte of

Trust. Accordingly, Common Stock may be purchased and sold by Beneficiares in the

public market outside the Trust and any stock so purchased will notbe subject to the

Trust's provisions.

Beginnng one year afer the Effective Date, Beneficiares may also withdraw all,

but not less than all, of

their allocated shares of

Common Stock at any time by providing

wrtten notice to the Trustee. Prior to the date withdrawals may commence, the Trust will

mail notice to Beneficiares informing them of

jnL.L.r:ol.l. i:.(

their withdrawal rights,

together with a

-, :-~

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

-20-

November 16, 1999

the withdrawal date is

the Holding Company's annual report, the

maling of

withinÖtìemonthofthe expected

current year's

may include the

anual report).

Trust wil âelayrnailing untilsuchtime as it

extent

BeneficiarieswithdtaWgtheir shares will receive them in book-entry form, to the

which case a certificate

certificate, in

perrtted by lãw~unless the Beneficiar requests a

will be provided.

copy of thê prioryear's anual report mailed to stockholders (or, if

Trust Agreement provides that the Trustee will. have the exc1usiveand

The

the Trust Shares to vote, assent or

absolute right in respect of

all

times

during the term of

voting the Trust Shares. On

consent the Trust Shares at

the Trust. However, the Trustee will have no discretion in

the

all matters brought for a vote before the stockholders of

will

Directors ofthe

Holding Company to its stockholders or, if no such recommendation is given, as directed

Holding Company, with the exception of a Beneficiar Consent Matter, the Trustee

vote in aècÖrdance with the recommendation given by the Board of

by the Board.6 On all Beneficiar Consent Matters, proXies which provide voting

instructions will be voted as described herein. The Trustee will engage in "mirror voting"

with respect to any .stockholder vote that involves a Beneficiar Consent Matter -- that is,

vote all of

the Trustee will

the Trust Shares in favor of, in opposition to or abstain from

the

Beneficiares that returned voting

the matter in the saie ratio as the Interests of

in favor of, in opposition to or

instructions to the Trustee indicated preferences for voting

abstaining from such matter. As a result, Trust Shares for which no instructions have been

the

received by

Trust-ee will

be voted

in the same proportion as Trust Shares for which

instruction.s have been received. The voting provisions described above will

last through

tlié life of the Trust. Beneficiares wishing to make a stockhölderproposal in connection

with a meetiIlgofthe Holding.

Company's stockholders may do so in accordance with

Rule

14â.-8 of

the

Exchange

Act. The Trust also contains

provisions allowing

inStct the

Custodian to withdraw their allocated Trust Shares to

paricipate in any tender or exchange offer for the Common Stock and to make any cash

or share election,orpedect any dissenter's rights, in connection with a merger of

the

Holding Company.

Beneficiares to

the Holding Company

shall, in exercising his or her duties

as a director, take the interests ofthe Beneficiares

into account as if

they were holders of

the Trust Shares, except to the extent that any

such director determnes, based on advice of counsel, that to do so would violate his

6. The Amended and Restated Certificate oflncorporation of

provides that while the Trust is in existence, each director of

her duties as a director under Delaware law.

.,nJ:J:i:ol.l. l:J:

Lar Bergian, Esq.

Catherine T. Dixon, Esq.

. Catherine McGuire, Esq.

Douglas Scheidt, Esq.

November 16, 1999

-21-

If astockholder.vote involves a Beneficiar Consent Matter, then the Trustee,

through the. Custodian will solicit votig instnictions from all of the Beneficiares. If the

matter involves

a contested electon for directors of the Holding Company, promptly after

receipt ofa contest

request, the

stockholder's

Holding Company will inform

solicitation materials must

contestng"S'dckholeruf1he-nnbe:r"ofBeneficiares to whom

the contesting stockholder's designation) and of

be maied (inatcordance with

a proxy-statement,

estimated cost of mailing

all the Beneficiares (or

a group

the

intruction card or

the

other communication to

Beneficiares designated by the contesting

stockholder-in a.maner thtIs available or retrievable under the Custodian's security

holder data system), including, to the extent known or reasonably available, the estimated

from the Beneficiares in connection with

such matter. Ifthe.Custodianshal.have receIYed suffcient copies of any proxy statement,

costs of

the Custod-ian-tø.request instructions

envelope, mailing envelope or other proxy materials, together with

payment of estiated postage and reasonable expenses to effect the mailing of such

and such security as th Custodian may reasonably request to cover expenses in

material

excess.ofthLestite,.from a contesting stockDlder by such time that is suffcientto

applicable law

within the requirements of

enable the Custodiant-ocomplete-such mailing

and the By-Laws of the Holding Company, then the Custodian wil cause the mailing of

Beneficiaries designated by the

the proxy materials to the Beneficiares, or a group of

instrction-cad, retu

.. i

contesting stockholder, as soon as reasonably practicable afer receiving the materials,

payment and security. With respect to a Beneficiar Consent Matter that is subject to

Rule 14a-7 of the Exchange Act, the Holding Company will mail to its stockholders

holding Common Stock outside of

the Trust the contesting stockholder's materials in

accordance with Rule 14a-7 and promptly provide the Custodian with any materials it

receives from the contesting stockholder for distribution to the Beneficiares in accordance.

with the Trust Agreement (as opposed to providing a list of stockholders and Beneficiares to the contesting stockholder for mailing). The Holding Company will comply with Rule

14a-7 in connection with non-Beneficiar Consent Matters.

The Holding Company will agree in the Trust Agreement that any proxy tlnd

other materials provided by it will meet the requirements of the Exchange Act and that it

will reimburse or advance the Trustee and the Custodian for their fees and expenses for

mailing these materials. All proxy materials provided by the Holding Company will

the Exchange Act. In

include the financial statements required under Regulation S-X of

addition, such materials will include the anual audited financial statements included:in the

current anual report (or, if the proxy materals are not being distributed in connection

:'0665944.56

Esq.

Catherine T. Dixon, Esq.

McGuire, Esq.

Catherine

Douglas Scheidt, Esq.

Lar Bergman

with

-22-

November 16, 1999

an anualmeetíig, the prior.,year's.anual report), even ifnot otherwise required to

be provided under the Exchange Act.7

solicitio.n

Proxy

and information statements received.

matter not involving a EeneficiarCo¡isent

anual reports .

m,atenals,

any

by the.C'Uodian"Í'-connecton with

mad available by the Holding. Company to Beneficiares for their

Matter wi be

website, inaintàIned by

infonnationon a

at the Holding Company's expense;

upon request and

but voting instructions to the Trustee wil not be

the Holding Company or by mail

solicitedand,ifinstructons are received, they will not be binding on the Trustee.

be inormed anually (which is expected to be done in connection

Beneficiares will also

with

the

check mailings to Beneficiares) of

anual-dividend

the availability of

the Anual

at the

the availability ofthe Holding Company's and the Trust's

Holding-Gomp-any's expense; of

and the SEC's web

sites or by

filings under the Exchange Act on the Holding Company's

. mail upon request at the Holdig Company's expense; of their rights to paricipate in the

Stockholder Rtports on,J:he Holding C,ompany's website or by mail upon request

Purchase.an.5aleProgram and where to obtain information about the Program; of the

expected date of

the Holding Company's anual meeting and deadline for submission of

when the Annual Stockholder Reports are expected to become .

stockholder proposals, and

the aggregate amount of dividends and interest paid to all Beneficiares in

that telephone the toll-free number in order to

that dividenddistnbiitIon Beneficiares

and

Sale

Program

or to obtain further information will be

Purchae

paricipate in the

available; and of

Stockholder Reports are available on the website or by mail

upon request. Except for the one-time mailing by the Trust at the time withdrawals may

informed that the Anual

còInence or

connection with a Beneficiar Consent Matter, such matenalswill.not

otherwse be disseminated to the Beneficiares.

In addition, except in connection with a Beneficiar Consent

Holding Company, the Trust, the Trustee or Custodian, any of

Matter, none of the

their respective afliates,

or their respective offcers, directors or employees will be required to inquire as to the

Holding

the Trust Shares in connection with a vote or consent of

Company stockholders, including whether any Trust Shares are held by beneficial'owners

beneficial ownership of

7. The Trust Agreement permts notices and other communications to be mailed to

Beneficiares by electronic

media, e-mail or other electronic means, if

the Beneficiar

has previously consented. All such communications will comply with all applicable

releases issued by the Commission regarding dissemination of materials by electronic

means.

20665944.56

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

November 16, 1999

-23-

Catherine M'cGuire, Esq.

Douglas Scheidt, Esq.

or requestingihformation-tobeprovided with respect to consenting and non-objecting

the Exchane Act.

owners under

beneficial

cash dividends, if any, collected pr

IhTrustAgeementpro:vdestht reglar

received.by.th-e: Trostee-'witft'respecuo the Trust Shares will be distributed by. the

Beneficiaries withn 90 days afterTeceipt by the trustee.

Custödiansem,;analy to the

divdends

will be made by the Ciistodian to the Ben,eficiares

Distribution/of all-other. cash

after the Trust receives the dividends.

orithe first business day£oUowng the 30t day

Alternatively, the- Trustee may arange with the-Holding Company for the direct payment

such cash dividends to the Beneficiares. The Trust

AgreementfurterHprovides.that pending such distribution, cash dividends may be invested

by the Holding Company of

in short.,term:òbliatons of

instrumentality thereof, and in certificates

guaranteed by the United States,

any agency or

of deposit of any ban or trust company having

a combined capital and surplus not less than $500,000,000. Notwthstanding these

provisions, the Holding Company currently expects to pay anual dividends directly to the

Beneficiares without any interim investment. Dividends or other distributions in Common

Stockwill-be allocated to the Beneficiares and held by the Trustee as Trust Shares.

Generally, an other distributions by the Holding Company to its stockholders will be held

and distributed by the Trustee to the Beneficiares in proportion to their Interests.

The Trustee shall have only the powers ,set forth in the Trust Agreement and the

Purchase and Sale Program procedures. In penormng its duties under the Trust

the

Agreement, the Trustee will be required to act as a fiduciar in the best interests of

undivided loyalty to the Beneficiares and a duty to exercise

the Trust's business affairs. The Holding

in the administration of

care and prudence

Trustee

and

the

Custodian and reimburse them for their

will pay fees to the

Company

expenses under the Trust.

Beneficiares, with aduty of

The Trust will termnate on the 90th day after the date on which the Trustee shåll

Trust Shares held by

have received notice fromtheHolding Company that the number of

issued and outstandingshares'of

the Trust is equal to 10% or less ofthe number of

Common Stock ofthe Holding Company, or on the date on which the last Trust Share

shall have been withdrawn, distributed or exchanged. The Trust may be termnated

earlier:

(i) on the 90th day after the date on which the Trustee receives wrtten notice

from the Holding Company, given in the Holding Company's discretion at any time,

issued and

the number of

Tnist Shares is 25% or less of

that the number

outstanding shares of Common Stock;

?n"-"-~ol.l. ~"-

Lar Berg Esq.

Catherine T. Dixon, Esq.

November 16, 1999

-24-

Catherie McGuire, Esq.

Douglas Scheidt, Esq.

wrtten notice from the Holding

(ii)on the date''On wruch the Trustee receives

Company has determned, as a

amendment of, or change (including any anounced prospective change)

Directors of

Company that the Board of

result of any

the Holding

the United States or any State,

'Comfonwëâlhot"btherpoliticälsubdivision or authority thereof or therein" or any

decision interpreting or applying

bffcià.à:dmstrativeptOnouncement or judicial

the facts or circumstances relatingto the

sÚcli.la'WoT iegilatiOhVorany changes in

Tn.st,that mäntaining the Trust is or is reasonably expected to become burdensome -'

the Beneficiares;

to the Holding Compàny or

injthe laws (oraly regUlations thereunder)

on which any rights issued under a stockholder rights plan

adopted..by the Holdig Company and held by the Trust become separately tradeable

fromthe TnistShares to which they relate; or

(iii). on.thê date

(iv) on the date on wruch there is an entry of a final order for termnation or

, .

._ ..dissolution ofthe-Tmst or similar relief

by a court of competent jurisdiction.

The Trust also contà.nsa ruleagà.nst perpetuities clause causing

circumstances.

Upon termnation of

termination under certà.n

Trust, the remaining Trust Shares will be distributed in

the

book entry form to eaG-hBeneficiar;ifbook entry shares are permtted by applicable law,

together with the Beneficiar's proportionate share orall unpaid distributions and

diVidends and interest eared thereon. The Trust Agreement provides thatthe Holding

Company may, in its dicretion;. offer to purchase such shares at the market price of the

so offers to

the Holding Company

purchase. If

CommOn Stock at the time of the

the

offer

wil

distributed

the

Beneficiares

prior to

purchase Tmst Shares, notice of

the Trust. Beneficiares that

elect to have the Trust accept such offer with respect to their Interests wil receive cash .

the assets of

the distribution of

for all or par

the Trust upon termnation of

their Interests, in accordance with the terms of

Company wil comply with al applicable provisions of

the offer. The Holding

the Exchange Act with respect to

any such purchase.

The Trust Agreement may be amended from time to time by the Trustee, the

Custodian, the Holding Company and MetLife, without the consent of any Beneficiar, (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 arsing under the Trust Agreement, which shall not be inconsistent

with the other provisions of

?n¡;¡;i;o¿.¿. . Sf,

the Trust Agreement, provided that the action does not

Lar Bergman Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq_

. November 16, 1999

-25-

adversely äffect theintet-ests'.ofthe Beneficiares,'

(ii) to modify, eliminate or add to. any

IrutAgreement to.such extent as shall be necessar to ensure that the

Trust will be Classifedfor United States federal income tax purposes as a grantor trust at

the

provisions of

be reqired to register as an investment

al timesorto-ensue thtthe Trust\V not

(iii) to reflect the

effect of a merger or consolidation in wruch the Holding Company is not the survving

compan nrtlerthe"Invent'Compan 'Act of 1940, as amended,

corporation and the other

consolidated assmes its. obligations

company into which the Holding Company is merged or

the Trust Agreement. The Trust Agreement

under

Beneficiares representing more than one-half of

the Interests, provided that no such amendment or waiver shall, without the consent of

the

may-asobe amended with

consent of

each Benefieiar-afected thereby, rediice the Interests or otherwse eliminate or materially

Beneficiar to receive divdends or other distributions or to

"Purchase and Sale Program or to withdraw Trust Shares. Any

postponethe-.rght of any

make..elections under the

such amendment made prior to the first

prior approval

anversar of the Effective Date will require the

the Superintendent.

and the Plan, including the relative risks and benefits of

Beneficiaries and

the voting rights of

holding Interests and investing in stock versus cash,

. The terms of the Trust

the provisions for disclosure of information, the Purchase and Sale Program procedures,

Common Stock in the public

the ability ofBen~ficiares to purchase and sell snares of

the Trust, the Trust termnation provisions and the fee and expense

market outside of

reimbursement provisions of the Trust will be set forth in the Policyholder Information

Booklet. .In addition, the Policyholder Information Booklet will disclose the effect that the

Trust win have on stockholder votes, including the effective control by the Board of

Directors of the Holdig Company over non-contested elections and other non~

Beneficiar Consent Matters.

The Purchase and Sale Program. Following the completion ofthe Initial Public .

the Trust, each Beneficiar will have the right,

Offering and lasting until the termnation of

subject to limited exceptions described below, at any time to withdraw the Beneficiar's

allocated shares for sale at prevailing market prices or, beginnng on the first trading day

following the 90th day after the Effective Date, to purchase additional shares, at prevailing

market prices on a commssion-free basis, under the Purchase and Sale Program. The key

the Purchase and Sale Program are described below.

provisions of

As noted above, beginnng one year after the Effective Date, each Beneficiar

may withdraw the Beneficiar's allocated shares of Common Stock at any time, to hold

directly or to dispose of them as they see fit. Beneficiares may also purchase

such shares

Common Stock (and sell these shares) on the open market without the

additional shares.

70MSQL.L..Sf,

Esq.

Catherine T. Dixon, Esq.

Catlierine McGuire, Esq.

Douglas Scheidt, Esq.

Lar Bergman

restrictions sétfcirf

the

November 16, 1999

-26-

Trust

Agreement. MetLife.desires to give policyholders the

sellng their shares or purchasing additional shares on a commssion-free basis

through. the Purchase and Sale Program. MetLife believes that the Purchase and Sale

Program wil pmmot.amorecorderly maret for the Common Stock while bentfitting

Beneficiarès by-gvìngthenrthe.oppornity to selltheir allocated shares or to purchase

benèfit of

additiönalshares .orr.a..commsion': free basis.

Under the Purchase

equal in number

and Sale Program

each

Beneficiar may have Trust Shares

the Benèficiar~:sInterests withdrawn for sale through the Purchase

and Sale Program by giving instrctons to the Program Agent. If the Beneficiar holds

199 or fewer Interèsts, all ofthe Beneficiar's Interests must be withdrawn

for sale. If the

than 1991nterests, full or paral withdrawals for sale may be

Beneficiarholds more

made.p'However, paral withdrawals for sale may only be in 100-share increments (for

but not 250). Following any paral

example, 200 shares may be withdrawn for sale,

withdrawal for sae, the Beneficiar must stil hold at least 100 Interests. If a Beneficiar

,afer the_partal withdrawal for sale, a full withdrawal for

less th 100 Interests

will

hold

made. Forthe first 300 days following

sale must be

the Effective Date, a Beneficiary

holding more than 25,000 Interests will be subject to the volume limitations described

below.

Common Stock will

also be entitled to purchase additional shares in the Purchase and Sale Program to bring

minimum of $250 per purchase (or such

tlieir Interests up to 1,000 shares, subject to a

lesser amount that would cause the Beneficiar to hold the 1,000 maxmum number of

Interests). The Holding Company will pay the commssions and related charges of

Beneficiares that purchase or sell shares through the Purchase and Sale Program.

In addition, Beneficiares allocated less than 1,000 shares of

The Purchase and Sale Program will be administered by the Program Agent or by

a servce organation acting on behalf ofthe Program Agent. Beneficiares will be .

Trust Shares through the Purchase and Sale Program by wrtten

request to the Program Agent or orally or electronically though a toll-free telephòne

entitled to initiate sales of

number maintained by the Program Agent and stafed by representatives of the Program

Agent or the servce organzation.8 Upon a sale of shares in the program, the Trustee's

book-entry position in the shares will be decreased and the number oflnterests allocated

to the

Beneficiar decreased accordingly.

8. The phone operators will be strictly instructed not to provide recommendations or

advice, and they will be closely monitored and supervsed.

?OMo:Ql..0:6

Lar Bergman Esq.

Catherine T. Dixon, Esq.

Esq.

Catherine McGuire,

Douglas Scheidt, Esq.

. November 16, 1999

-27-

. Beneficiareswi beable to initiate

pur:ç!ase by sending fuds, together with

written notice of the purchase, to a ban lock boxc The check will be deposited by ban

employees into a non-interest-bearng Trust acCOUllt maitained at the Ban. All purchase

and supervsed by CMFS using its employees, many of

instructions will be processed

purchase of sn.ares in th,eprogram, the

position in the shaes viill bemcreased and the number oflnterests

whorn.will:also b.e;e.loyes of.CNLS. Upon a

Trustee's book-entry

allocated to the Benefia increased accordingly.

......ALsale..d.pii.cseintnctions receive.d on a paricular business day wil be

combined and processed together by CMFS (each, a "Batch"). CMFS v.ill first satisfy any

purchase instrctions-out of sale instructions received under the Purchase and Sale

Program fist offsettg against sale instructions received from Beneficiares holding no

moretha1i25,-OOO InterestS: ("Small :Trust Beneficiares") and then against sale instructions

received from Beneficiares holding more than 25,000 Interests ("Large Trust

there are more shares covered by sale instructions from Large Trust

Beneficiares than the remaining shares covered bycpurchase instructions, then the shares

Beneficiares"). If

to be satisfied out ofthose sale instrctions will be allocated among

Beneficiaries on a pro rata basis. The satisfaction of

the Large Trust

purchase instructions out

of sale

made at a share price equal to the opening price on the trading day

following the day.the Batch is formed.

instructions wil

If sale instructions exceed purchase instrctions, all or a portion of the excess

shares will be made available for purchase by the Holding Company as described below; if

not so purchase all of such excess shares, CMFS will place an

the Holding Company does

order with one or more executing brokers, which may include CMFS (the "Brokers"), to

event that purchase instructions exceed saleinstructions,

sell the excess shares. In the

purchase suffcient shares to

the Brokers to

CMFS will place an order with one or more of

satisfy the deficiency.

CMFS and the Brokers will process purchase and sale instructions for a Batch on

the trading day following the day the Batch is formed, provided, however, .

there has occurred any act of

(a) if

God or nature, mechancal or electrical

breakdown, computer failure, failure or unavailability of the Federal Reserve

Ban wire, facsimile, Internet, telex, or other transaction or communicatioIls

which is such as to make it, in

supply, in each case the. effect of

system or power

the judgment of CMFS, afer takng into account all commercially reasonable

means of doing so, impracticable to process purchase and sale instructions under

the Purchase and Sale Program, or

20665944.56

Lar Bergman Esq.

c:~therlne T. Dixon, Esq.

CàtherineMcGuire, Esq.

-28-

November 16, 1999

. Douglas Scheidt, Esq.

trading

(b). if

the Holding Company has been suspended or

by the Commssion or the NYSE, or if trading generally on the

in anyequiNsecurities of

materially limited

NYSE..or .has been suspended or'materially limited,ot

.. . authorities, . .

(èY.Ifa'hang moratòrium has been. decIà.rt:d by either F edetal. or New York

then

instructions will not be processed during the pendency of such events. Instructions

will--be processed

by the dose of

the NYSE on the trading day following the expiry of

such events.

_ _ Notwthstanding theforegoing, if, during the first 300 days afer the Effective

the-number of shares to be sold in a Batch (after satisfying purchase instructions out

of sale instructons as descrbed above and sales to the Holding Company as described

Date,

behalf

below) on

Large Trust Beneficiares

exceeds

the lesserof(i) 1/20th of 1% of

the

numb.e .o.shaes.ofCommonStock outstanding and (ii) 25% ofthe average daily trading

such shorter period, if fewer than 20 trading days have

elapsed since the Effective Date) preceding such day (the "Daily Trading Limit"),C11S

the Large Trust Beneficiares though market orders

will process instructions on behalf of

for only a number of shares equal to the Daily. Trading Limit for that day. Shares

volume for the 20 tradig days (or

submitted for sale byLarge Trust Beneficiares exceeding the Daily Trading Limit in a

Batch are referred to herein-as the

"Surplus Shares."

there are Surplus Shares in a Batch;the shares covered by sale instructions

from Large Trust Beneficies' shall be allocated between the shares to be sold within the

Daily

Trading Limt (and thus IlOt subject to the limits described below) and Surplus

Shares subject to these limits on a pro rata basis.

CMFS will process the Surplus Shares in accordance with one or more of the

foIiowing options:

(i) CMFS shall include all of the Surplus Shares not sold in accordance with

paragraph (ii) or (iii) below in the Batch formed on the next succeeding trading

day. These Surplus Shares will be deemed to be included in that next trading

day's Batch (and no longer will be included in the original trading day's Batch) for

purposes of determning the price and date at which the related sale instructions

are processed. The Surplus Shares, together with other shares to be sold on

Large Trust Beneficiares in the next day's Batch, will be subject to the

Daily Trading Limit applicable to that Batch. Ifthe total number of Surplus

behalf of

;:n",,,i;Q~~ i;",

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

November 16, 1999

-29-,

Cåtneririe MèGuire, Esq.

Douglas Scheidt, Esq.

sold

Shares ántLthe:oershaes to be

on behalf

Large Trust Beneficiares in

the next day's Batch exceed~,the Daily n'?ding Limit on that day, then the

Shares.shalL.he sold_beforetheother shares to be

Surplus

Trust Beneficiares in that Batch. . This

Large

priority wil continue in any succeeding

sold on behalf of

trooing day.:scl.that:i:shares are to

be SGld on that trading day on behalf of

Largè1"rust Beiieficiares from more

than one

the order:I which the

the

,(ii) (a) If

request

Batches

Batch, the shares wilLbesold in

were form~d.

Batch is formed withi 90 days"ofthe Effective Date, CMFS may

Goldman, Sachs & Co. and Credit Suisse First Boston Corporation

... __ (which are expected to be the Holding Company's lead managing

underters for the Initial PublicOifering) (the "Initial Investment Bans")

to sell all or a portion of the Surplus Shares

to act exclusively as joint agents

at market clearing prices. The lnitial)nvestment Bans will not be obligated

to accept the request, and the Initial lnvestment Bans will be deemed to

have accepted such a request if and an1y if both Initial Investment Bans

agree to act on a joint basis.

the Batch is formed more than 90 days after the Effective Date, CMFS

(b) If

may request any nationally recognid brokerage firm to act as agent to sell

all or a portion of the Surplus Shares at market clearing prices.

Any institution acting as agent as descnòed in paragraph (ii) will either cross the

sell the shares off

Surplus Shares which it has agreed to sell on the NYSE or will

exchange, in which case the agent will have a general obligation to obtain the

best price reasonably available in the circumstance. Sales effected in accordance

with paragraph (ii) will be

processed on the trading day following the day the

Batch is formed.

(iÜ) CMFS may sell all or a portion of the Surplus Shares in a block trade.

(a) If

the Batch is formed within 90 days ofthe Effective Date, CI\S may

request bids for a fixed number of shares (determned hy CMFS in its sole

discretion) from each of the Initial Investment Banks and one other

nationally re~ognzed brokerage firm. The block of shares will be sold to the

firm submitting the highest bid. If more than one firm submits the same bid

and such bid is the highest bid, CI\S will request new bids from each of the

firms previously submitting the highest bid until one becomes the highest. If

the

no one bid becomes the highest, then CMFS will sell the block to one of

Lar Beremann; Esq.

Catherine T. Dixon, Esq.

-30-

Catherine McGuire, Esq.

November 16, .i 999

Douglas Scheidt, Esq.

randomly selected by CMFS (provided that

or use other

CMFS wil alternate between firms iIiany subsequent tied-bid

that no firm is favored if there is more than

equitable .procedures to ensure

.. _ßli-,occaonin. wllchthereis a.tied-bid).

highest bids,'

firm submittg the

: (b) If-the

Batch:Ìs fomìed more

than

90 days aferthe:Effective Date,CI\S

may request bids from any threènationally reeognized.brokerage firms

selected by CMFS in its sole discretiòn. The block of shares will be sold to

thefu submitting the highestbid. If more than one firm submits the same

such bid is the highest bid, Cl\S will request new bids from each of

bid and

._. thefis..pr-eviously submitting the.highest bid until one becomes the highest.

highest, then CMFS will sell the block to one of

the

:Jf.no ß.nebid becomes

the firms submitting the highest bids, randomly selected by Cl\S (provided

that Cl\S wi alternate between fis in any subsequent tied-bid or use

to ensure that no firm is

other.equitable procedures

favored if

there is more

1hOli occasIonIn which there isa tied-bid).

- Notwithstanding the foregoing, no institution will be obligated to submit a bid for

any

Surplus Shares if

requested

by CMFS pursuant to paragraph (iii), and CMFS

will not be obligated to accept any bid it receives. Sales effected in accordance

with paragraph (iü) will be processed on the trading day following the day the

Batch is formed.

Subject to paragraph (i) above, CMFS may determne which option or options to

use in

its sole discretion. If more than one option is used, the Surplus Shares will be

allocated among the Large Trust Beneficiares on a pro rata basis. The limitations set

Large Trust Beneficiares and do not apply to

forth above apply only to sales on behal of

Small Trust Beneficiares.

to be processed on any given trading

day, CMFS will process instructons in the order that the Batches are formed. Subject to

Ifinstructions in more than one Bàtch are

the requirements, the timing of processing instructions and the frequency of transaction

intervals will be subject solely to the control ofCMFS and the Brokers.

The Brokers will effect all transactions intonnectionwith the Program in the

open market on the floor of

the New York Stock Exchange (the "NYSE") in the ordinar

course of their business, except as described in this leter with respect to sales on behalf of

Large Trust Beneficiares or sales to the Holding Company. Except as described above,

Brokers may also cross,

the Brokers will effect brokers' transactions solely as agent. The

20665944.56

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

-31-

November 16, 1999

basis, sales and purchase orders iIi Holding Company common stock

and purchase instructions received by CMFS. All

submitted by

the NYSE anò

such cmssing:tranactionswill be effected by the Brokers on the floor of

solely on ar agency

their .custome"fswith sale

the Brokers vvll not conduct negotiations. off the floor of the NYSE with respect to. such

transacts. .

A Broker inay bean_affte of the Program Agent but will not be an affliate öf

Holding Company. Neither the Tnistèe, the Holding Company nor

the

the Trustee

in Rule 144 under the Securities Act will

respective "affliates,lI,as"thLtermis used

their.

be eligible to effect sales through the Purchase and Sale Program, except that (i directors

Life that owns a policy on behalf on

Met

and offcer-s-ofMetLife and-(iDany subsidiar of

any employee benefit plan that receive shares in the Reorganzation as policyholders of

might be considered "affliates" may sell shares through the Purchase

that

MetLifè, and

and

Sale Program subjecttotherestrctions set forth in Rule 145 under the Securities Act

as described in Section G ofthis:ietter. In this respect, the Program Agent will request

appropriteinormtion from the Holding Company

and the Trustee to identify control

persons and will structure its procedures and records 10 prevent such persons'

paricipation.

The Plan .and the Trust Agreement generally permt the Holding Company, in its

discretion, to purchase shares withdrawn from the Trust for sale through the Purchase and

Sale Program; however, no such repurchase will be permtted while the Holding Company

is-otherwise engaged in a distribution as defined in Regulation M under the Exchange Act.

shares available for purchase on

the number of

CMFSwill noti the Holding Company of

the

any trading day, as determned by CMFS, no later than 1/2 hour after the open of

NYSE on thát trading day., and the Holding Company will notify CMFS no later than one

hour after the open of the NYSE on that trading day of the number of shares it wishes to

purchase. Shares sold to the Holding Company will be sold at a purchase price equal to

the average of the high and low prices on the day of sale. Shares will be deemed to be

purchased first from Small Trust Beneficiares and, second, from Large Trust

the shares covered by sale instructions received from Large

Beneficiares. lfnot all of

Trust Beneficiares are purchased by the Holding Company, the shares that are purchased

shall be allocated among the Large Trust Beneficiares on a pro rata basis. If any shares in

a Batch remain to be sold afer the first trading day, the remaining shares, together with

shares in any subsequent Batch, will be available for purchase by the Holding Company in

with these pr-visions. Any repurchase -of shares by the Holding Company

accordance

and Sale Program will comply with volume limitations set forth in Rule

from the Purchase

10b-18 under the Exchange Act.

Lar Bergmam Esq.

Catherine T. Dixon, Esq.

Càtherine McGuire, Esq.

Douglas Scheidt, Esq.

November 16, 1999

-32-

sale instructions that are offset

Iftheonlytransattio.nsthat.occur intheB.atch are

and Sale

against ptichaseinstrctions underthe Purchase

Program, the price at which

will bt the opening price on the trading day

fOllbwingtheday 1hèBatch is formed. IfCMFS .places.a purchase .order, all purchase

assigned the same price per share. Such purchase price

instructons'mthe Bath will

sale.s and

purchases shall

be processed

will be the :volume weighted averge price per share of the shares in the Batch purchased

the daythepurclases in the Batch oGcur(incIuding any

instructions as descrbed

purchases

offset against sales

above ).If CMF'S places a sales order, all sale instructions in thee

Batch will be assignedthe sae price per share. Such sale price will be the volume

weighted average price per share of the shares in the Batch sold on the day the sales in the

Batch-occur.(inc1udipg any saes töthe Holding Company and sales offset against

purchase.intrctionsas descrbtd above). For purposes of determning the prices of

prices will be those reported on the New York Stock

Exchange Composite Tape on the date the purchase and sale is made, except for the prices

of shares sold to the Holding Company, which shall be the priced determned .as described

purchases and salesIna Batch, the

above.

Upon settlement of a purchase transaction, CMFS wil promptly (i) transint to

the Custodian a cOnPrmation statement prepared by CMFS,and (ii) deliver the acquired

as Trust Shares inthe Trust. The

shares"othe Cus.todian which will deposit them

Custodian will input the price paid for the shares on its records and update the

the

increase in Interests. The Custodian will promptly mail

Beneficiars account to. reflect

revised beneficiar statements to. the Beneficiares, showing the revised number of .

Interests and the price per share of Trust Shares acquired, but in any event no later than

- four trading days afer the date for the last transaction effected in

the Batch. The

will also mail a check to theBeneficiarforany excess offunds used to acquire

Custodian

four tràding days, unless the

withn

that Beneficiar

up to the 1,000 Interest maxum for

check is for more than $1,000, in which case the Custodian may delay mailing fOLup to 14

days in order to determne that the check deposited by the Trust Beneficiar has cleared.

Upon settlement of a sale transaction, CMFS will promptly transmit to the

Custodian. a confrmation statement prepared by CMFS and the funds received from the

Custodian will update the Beneficiar's account to reflect the reduction in

sale. The

Int.erests, and will promptly mail revised beneficiar statements to the Beneficiares,

Trust Shares sol4, but

in any event no later than four trading days, after the date for the last transaction effected

received to the

in the Batch. The Custodian will also mail a check for the funds

Beneficiar within the four trading days.

showing the revised number of

Interests and the price per share of

Lar Bergman Esq.

Catherine T. Dixon, Esq.

-;);)-

Catherine McGuire,. Esq.

November 16, 1999

Douglas Scheidt, Esq.

On or bëfore theEffective-D-atè,theBolding Company will mail Trust Eligible

Policyholders a

brochure that

contains a summar of

the Purchase and Sale Program,

how to make purchases and sales through the Program, the

including

dates for purchases and sales, PLaI limitations on the number of

expected commencement

purchasing and sellng

shares-hat may'bepurcha-sed."ad'seld;-taxconseqences from

shares thrùugh:theProgramand information on how to obtain purchase and sale

checks

payable to the "MetLife Purchase Programll_

instruction ronns, instctions to make

explanation on how instructions.are cõmbined into a Batch and

for purchases,

processed, and further information on the Program The brochure shall indicate that

transfers of shares purchased on behalf of a Beneficiar paying by check through the

information on

Program maybe .restricteduntil the check has cleared. The brochure will also be available

to Trust Eligible Policyholders and other Beneficies upon request in wrting or through

the toll-free number maintained by the Program Agent, and will be posted for the duration

the Trust on the Holding Companis website. The Trust will mail a wrtten notice to

Beneficiares each year (which is expected to be done in connection with the anual

them

the

ofthe of

availability of

the

dividend check mailings to Beneficiares) informng

Annual Stockholder Reports on the Holding Company's website or by mail upon request

the availability of

the Holding Company's and the

at the Holding Company's expense; of

Trust's filings under the Exchange Act on the Holding Company's and the SEC's websites

their rights to paricipate in

or by mail upon request at the Holding Company's expense; of

the Purchase and Sale Program and where to obtain inormation about the Program; of the

and deadline for submission of

e)(pecteddate of

the Holding Company's anual meeting

stockholder proposals, and when the Anual Stockholder Reports are expected to become

available; and of

the aggregate amount of dividends and interest paid to all Beneficiares in that dividend distrbution. Beneficiares that telephone the toll-free number in order to

parcipate in the Purchase and Sale Program o.r to obta fuher information will be

informed that the Anual Stockholder Reports are avaible on the website or by mail

upon request at the Holding Company's expense.

The brochure mailed to Beneficiares will be plain and factual in tone and

approach, and describe all material features of the Purchase and Sale Program. It will

contain no information specifically describing the business, financial condition or results of

the Holding Company. Readers will not be encouraged or discouraged to

operations of

engage in any purchases or sales, and no advice or recommendations will be included in

the information or be otherwse given by or on behalf of

the Holding Company or the

the program. Instead, readers will be informed

specifically that they are to make independent investment decisions based on their own

Trustee during the administration of

judgment and research. All information regarding the Purchase and Sale Program

-i.,

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

.34-

Catherie McGuire, Esq.

. :November 16, 1999

Douglas Scheidt, Esq.

distributed

the Trust willbeprÎed and

provided by

to Beneficiáres atthe Holding

Company's expense.

In addition, thébroc~re wil. inc1udeaprom.ent statement. to the.. fo.llowing

is administered by:thecpro'gram Agent. The

Purchase áìdSà.e Program

effect" "The

Purchase ândSåle Program isnot.ad:mruStered bythe:HoldingComparyor the.Tmst;.

shares ofEommonStock held

The Puichåse.aÎd Sale Prôgram alsow111 ihdicåtethat the

are not subjecttoprotectlon .

Beneficiares

in the Purchase ahd'Sale Program on behalf

under theSecuritiés Investor Protection Act.

The Program Agentwillestablish a Purchase and Sale Program call center,

about the Purchase and

the Progr Agent, to answer inquiries

staffed

effected.

No recommendation

and though which sale transactions can

Program

Sale

employees, nor will any

or solicitation will be made by the Program Agent or these

them about the price that will bereceived for shares sold or the

assurarcebe

given

price that will be paid for purcbingadditional shares. In addition, no purchase

with employees of

instruction will be

accepted by

the call center.

Informational Activities. MetLife intends to use

Policyholders of

that they

the Associates to inform Eligible

the Plar. The Associates may (i) contact Eligible Policyholders to ensure

the Policyho.ders'Voteand the Policyholder

have received the notice of

InformatioáBooklet, (ii) answer any-questions Eligible Policyholders may have in

.connection with the notice of

the.

Polieyholderlnformation Booklet, the mechanics of

Hearng, notice of

the Policyholders' Vote, the

Policyholders' Vote,

or the

the

Plan

and (iiiY~iscuss With Eligible Policyholders thecReorganzation. The Associates will not

be compensatéd,directly or indirectly, for their efforts in connection with such activities,

employed specifically to pedorm

extent that call centér personnel have been

except to the

the call center function.9 -

9. MetLife expects that the demutualization call center will be staffed with employees of

the Program Agent or of an agent engaged by the Transfer Agent. Such employees

will be compensated on an hourly or salared basis.

~f'"r,.ii r.c

""I

~'6i2

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

November 16, 1999

-35-

discussions withEligible Policyholders concernng the Plan, the Associates wilt

be specifically instructed in wrting and through other procedures to be implemented by ,

MetLife to refrain from:

notice of the ,

(a) _:isi.:en_materi :otherth the notice ()f the Hearng,

Policyholders' Vote, Policyholder Information Booklet or other documents prepared

the Policyholders~ Vote, or makng any

by MetLife for us.ein connection with.

. revisions to such documents;

(b) makng .any statements not derived from the Policyholder Information

.. Booklet -mother documents approved by MetLife for use in connection with the

Policyholders' Vote;

(c)

market value of

discussing the potential

Policyholders on whether or

not

Common Stock or advising Eligible

to receive cash in respect of

their allocated shares at

the tie of the Initial Public Offering; or

(d) discussing with Policyholders their personal plans to invest or not invest in

Common Stock.

MetLife will communicate these restrictions to its insurance agency sales force,

its insurance products, as well as its offcers,

brokers, dealers and other distbutors of

dírectors and employees, through offcial bulletins from MetLife's senior management.

MetLife will designate persons to assist Associates with inquiries related to the

Reorganation.

CMSS, as conversion agent to the Reorganzation, will establish a

demutualization call center to anwer questions about the Reorganzation. CMSS intends

to use a servcing organzation to assist it administering the call center. The call center

which,

will be stafed with employees ofCMSS or this servcing organation, many of

due to the unprecedented size ofthe transaction and the expected number of calls, will

have been hired specifcally for that purose. CMSS, MetLife and the servcing

organation will provide special training to such persons about issues related to the

Reorganzation, including adherence to the above restrictions.

The demutualization call center will be operated separately from the Purchase

and Sale Program call center described above, although it win have the same toll-free

number. However, since the Purchase and Sale Program will commence shortly after the

the

Effective Date, it is likely that the two call centers will overlap. Employees of

Lar Bergman, Esq.

Catherine T"Dixo.n, Esq.

McGuire, Esq.

Catherine

Douglas Scheidt, Esq.

Nòvember 16, 1999

-36-

the

Purchase and Sale Program (other than ql1estioris relating to the nature of the Purchase

and SaleProgram that are relevant to the decision on whether or not to vote for the Plan)

demutualizatiqncallcenter.wiÚbe instrtcted to dir~ct callers with inquiries abOut

to the -1~ur~hase âId Sale Pr0gi~ cali~~nter, which is expected to be accessible at the

the calL.

sametolJ-rree nnnhernyselectrig a dìf~rentoption at the beginning of

the Reorganzation, including the period when Eligible

Duringtlîe period prior to

Policyholders will be asked to vote on the Plan, MetLife's insurance agency sales force,

brokers, dealers and other distbutors'ofits insurance products, as well as its offcers,

and employees, will go about their normal activities, subject to the restrictions

directors

set forth abÒve. MëtLife anticipates tlt such activities may well include general

discussion ofthe 'effects that the Reorganzation may have on MetLife.

DISCUSSION

A. Application of

to Exchange of

Section 3

(a)(l0) of

the Securities Act

Policyholders' Membership Interests for

MetLife Common Stock. Common Stock and Interests

Absent an exemption or exclusion from the registration provisions of the

Securities Xct, the securities issued pursuant to the Plan would need tobe registered

the Securities Act. For the reasons set forth below, it is our view that

from

the exemption

such securities are not required to be registered because of

under Section 5 of

registration provided by Section 3(a)(1 0) of

the S~curities Act. 10 We note that the staf

has previously taken no-action positions involving Section 3(a)(1O) in the context of

comparable

reorganzations

to the MetLife Reorganzation.

to be issued under the Plan include the Series A Junior Paricip~ting

the Common Stock that will be

distributed in accordance with the Holding Company's Stockholders' Rights Plan. It

Beneficiares in ..

is our opinion that those rights may be issued to the Trust on behalf of

reliance on the exemption provided by Section 3(a)(l0) under the Securities Act for

the same reasons discussed above relating to the Common Stock.

10. The securties

Preferred Stock purchase rights associated with

11. See,~.g., John Hancock Financial Servces. Inc. (Nov. 8, 1999), Standard Ins. Co.

(Jan.

26, 1999), Far Famlv Mut. Ins. Co., 1996 SEC No-Act. LEXIS 410 (April

1996); Blue Cross and Blue Shièld of

Virginia,

1996 SEC No-Act. LEXIS 554

(continued... )

¡¡

Lar Bergman Esq.

CatherineT. Dixon, Esq.

Secton 3(a)(1O)

November 16, 1999

-.-37-

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

provides an exemption .from the registration requirements oftpe

Securities Act for, in relevant par:

any secuty which is issued in exchange for one or more bona fide

outstanng seciiries,:claimsor propert interests, or. partly in such

exchange and parly for cash, wherethe terms and. cond.iions of such

issuance and _exchange are approved, afer a

hearng upon the fairness of

suchtermsand conditions atwhIch all persons to whom it is proposed

to issue.securti ID.suchexchange.sh have .the right to appear, by

any court, or by any offcial or agency of the United States, or by any

insurance commssion or other

State or Terrtorial banng or

governental authority expressly authonzed by law to grant such

approval.

In Securities Act Release No. 312,12 the Commission's General Counsel stated

that the Section 3(a)(1 0) exemption depends, among other things, upon satisfaction of

the

following conctitions:

(i) The approving authority must be expressly authorized by law to hold a

hearng on the exchange, although it is not necessar that the hearing be mandatory;

the hearng must be given to all persons to whom it

(ii) Adequate notice of

is- proposed to issue the secuties in the exchange; and

(iii) If the approval of a state governental autbority is involved, that

agency must be expressly authorized by law to approve the fairness of the terms and

the proposed exchange.

conditions of

11. (...continued)

(June 14, 1996); Guarantee Mut. Life Co., 1995 SEC No-Act. LEXIS 461 (April 13,

America, 1995 SEC No-Act. LEXIS 414

1995); State Mut. Life Assurance Co. of

the United States, 1992 SEC

(March 23, 1995); Equitable Life Assurance Soc'v of

No-,Act. LEXIS 234 (Feb. 20, 1992) ("Equitable I"); Empire Mut. Ins. Co., 1987

SEC No-Act. LEXIS 2866 (Dec. 21, 1987); Californa Mut. Ins. Co., 1986 SEÇ NoAct. LEXIS 1748 (Feb. 14, 1986); Home Servce Mut. Ins. Co., 1981 SEC No~Act.

LEXIS 4239 (Nov. 9,1981); Beacon Mut. Indem. Co., 1980 SEC No-Act. LEXIS

3885 (Nov. 3, 1980).

12. 1 Fed. Sec. L. Rep. (CCH) iiii 2181-2184 (Mar. 15, 1935).

Lar Bergman~ Esq.

Catherine T. Dixon, Esq.

Esq.

Catherine McGuire,

Douglas Scheidt, Esq.

November 16, 1999

-38-

(CF),1997SEGNo-Act:LEXIS 755 (July 25, 1997)

(revised October 20, 1999), the Commission's staf stated that Inits view the conditions

Legal

Bulletiñ No. 3

for satisfyng the

Section 3

In Staff

(a)(l

exemption include the following:

u--i):-1fire .secies-mst'beissued in eXGhangeJo.rsecurities, claims, or

cash;

propert intetests;theycà.ot:be off.ered for

authorized .governental entity

(ii) Acourt

must

approve the fairness of

the exchange;

the terrsc.a conditiOns of

entity must (a) find,

(iii) The reviewiri-court.er authorized governental

the exchange are fair to

before..approvingthetransaction,~thattheJerms and conditions of

those who will be issued securities and (b) be advised before the hearing that the issuer

will rely on the Section 3

(a)

(1 0) exemption based on the court's or authorized

goverrental entity's approval

(iv)

the transaction;

Before approval, the

court or authorized governmental

entity must hold

a hearng to approve the fairness ofthe terms and conditions of the transaction;

(v) A governental entity must

be expressly authorized by law to hold the

hearng, although it is not necessar that the law require the hearng;

(vi) The faiess hearng must be open to everyone who is proposed to be

issued securities in the exchange;

(vii) Adequate

notice must be given to all those persons;

(viii) There canot be any

improper impediments to the appearance by those.

persons at the hearng.

For the

reasons stated below, we believe that the securities to be issued

pursuant

to the PLàI will satisfy each of these conditions. We note that the New York Statute has

of a no-action letter from the staf in connection with the

previously been the subject

demutualization of The Equitable Life Assurance Society of the United States in 1992.13

13. See Equitable I, supra note 11.

?n~~r:o/.l. r:¡,

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

Esq.

Catherine McGuire;

Douglas Scheidt, Esq.

-39-

November 16, 1999

Life Common Stock alocated as

consideration under the Plan to Trust Eligible Policyholders will be issued to the Trust,

and that Interests will be allocated to Trust Eligible Policyholders equal to the number of

The Plan

provides

that

the shares of

the Plan, immeqiately.exchange its

Life Common_Stock for an. equal number of shares of Common Stock.

operation of

such shares. Then the Trust wilL by

shares of

Met

This structure is consstent with the requirements for the exemption from

registration

provided by Section 3(a)(10). The MetLife Common Stock will be issued in

exchange for the Policyholders' Membership Interests, which have been recognized by the

staff as exchangeable under Section 3(a)(10).14 Likewise, the Common Stock and

the Securities Act) will be issued

Interests (a "security" as defined under Section 2(a)(I) of

in exchange for the MetLife Common Stock. Each step is a necessar and integral step to

the receipt by Trust Eligible Policyholders oflnterests in exchange for their Policyholders'

Membership. Interests.

. Under the Plan, each step will be consummated pursuant to the New York

Statute. As noted above, the New York Statute requires the Superintendent to hold a

public heañng on the Plan. The Deparment has been recognized by the staff as an

the Hearng, together with a summary of

authorized governental entity.15 A notice of

the Plan, will be mailed to Eligible Policyholders (unless MetLife has reasonable beliefthat

Life is no

Met

the most recent mailing address of an Eligible Policyholder on the records of

longer vald), which includes the entire class of persons to whom it is proposed that the

securities will be issued under the Plan, and will be published as described above. The

notice and the accompanying materials sent to each Eligible Policyholder will state that

set

out the procedures to be followed in order to exercise such rights. Therefore, "all persons

any Eligible Policyholder will have the right to appear and be heard at the Hearng, and

14. See John Hancock Financial Servces, supra note 11 (permtting reliance on

3(a)(10) in an exchange of

Section

policyholders' membership interests in a mutual insurance

company for securities); Standard Ins. Co., supra note 11; Far Famly Mut. Ins. Co.,

supra note 11 (same); Blue Cross and Blue Shield ofVirgInia, supra note 11 (same);

Guarantee Mut. Life Co., supra note 11 (same); State Mut. Life Assurance Co. of

America, supra note 11

(same); Equitable I, supra note 11 (same); Empire Mut.Jns.

Co., supra note 11 (same); Californa Mut. Ins. Co., supra note 11 (saíe); Home

ServceMut. Ins. Co., supra note 11 (same); Beacon Mut. Indem. Co., supra note 11

(same).

15. See Equitable 1, supra note 11.

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

-40-

November 16; 1999

proposed to issue securities" under the Plan will receive adequate notice of

to whom it is

the Hearing.

Afer

York . Statute requires. thatthe Superintendent

the Hearg, the NeW

does.

par,

approve the Plan 'ôruy'ífhenndsltthe-pròposed reorganzation, inwhole and in

and is

not violate (the New York Insurance Law), is fair and equitable to the policyholders

the publitam thãt,afèr' giving effect to

not detrimental to

have an amount

reorganzed insurer will

the reorganation,thë

deems to

of capital and surplus the superintendent

future solvency." The N ew York Statute and the Plan

their capacity as

focus on the effect of

the Plan on the Eligible Policyholders, in

policyholders of a mutual insurancè company, and on the terms and conditions of the

necessar for its

be reasonably

exchange of;their POIÌcyholders~ Membership Interests for consideration in the form of

credits. The Hearng record also will include

by MetLife's financial and actuaral advisors as to certain financial and

opinions delivered

Met

Life's special counselor Internal

actuaral matters relating to the Plan, and opinions of

RevenueSeiceiungs as to certn ta matters arsing out of the consideration payable

the

stock held in

Trust, cash

or policy

under the Plan.

advised before the hearng that the

Furtermore, the Superintendent will be

Holding Company will rely on the Section 3( a)(1 0) exemption for the securities issued to

the

Eligible Policyholders under the Plan based on the Superintendent's approval of

the securities is an integr-a component of

T~e issuance of

or her determnation that the reorganzation will be "fair and

Accordingly, in makng his

equitable to the

Plan.

the Plan as a whole.

conclude that the

the

and the allocation of

to be taken under the Plan, meets that same

policyholders," theSupèrintendentwi also need

issuance ofMetLIfe Common Stock ardCommon Stock

Interests, as contemplated and required

standard. Based on the foregoing, the Superintendent's determnation with respect to the

Plan necessarly will meet the requirement of Section 3(a)(1 0) that the terms and

conditions of

the issuance of securities be approved by the Superintendent, afer a hearng

all persons to whom it is proposed to issue securities shall have the right'to

appear. Accordingly, in our opinion the securities issued pursuant to the Plan are exempt

at which

from registration pursmint to Section 3

16. If Section 3

(a)

(1 0) of the Securities Act.16

(1 0) exempts from registration under the Securities Act securities'

issued pursuant to the Plan it is also our view that Rule 145 under the Securities Act

would not otherwse require the registration of

the

such securities because of

language in the Preliminar Note to Rule 145, which states that "(t)ransactions for

(continued... )

Lar Bergman Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

B. Integration of

.November 16, 1999

-41-

Securities Issued to

Policyholders and the Initial Public Offering

the issuance of securities in the Reorganzation should not be

integrated with the Initial Public Offering. Securities Act Release No. 4552 (November 6,

1962) identifies five factors that the Commission considers relevant in determing

It i~ our view that

whether offerings should be

integrated. Set forth below is an

analysis of

each of the five

factors as applied to the Initial Public Offering, on the one hand, and the Reorganzation,

on the other. Additionally, strong policy considerations

support the conclusion that the

Commssion should not integrate the offerings.

1. Are the offerings par of a single plan of financing? The issuance of securities to

Trust Eligible Policyholders in the Reorganzation is not a financing transaction as the

Holding Company will raise no new capital through the reorganzation distribution.17 By

contrast, the Initial Public Offering is a financing transaction that will raise capital for the

Holding Company in addition to amounts necessar to fund policy credits and make cash

payments to Eligible Policyholders not receiving Interests under the Plan. Therefore, the

Reorganzation distnoution canot be par of a single plan of financing with the Initial

Public Offering. As was the case in previous reorganizations, the Plan requires that

proceeds from the Intial Public Offering fund the crediting of policy credits and the

payments of cash as consideration under the Plan. The Plan provides that a portion of the

proceeds may be retained by the Holding Company, with the remainder

contributed to

16. (...contiued)

which statutory exemptions under the (Securities) Act, including those contained in

0)), are otherwse available are not afected by Rule 145." See John

Section (3

(a)

Hancock Financial Servces, supra note 11; Standard Ins. Co., supra note 11; Far

Famlv Mut. Ins. Co., supra note 11; Guarantee Mut. Life Co., supra note 11; State

Mut. Life Assurance Co. of America, supra

note 11; Equitable 1, supra note l 1;

Provident Life & Accident Ins. Co., 1987 SEC No-Act. LEXIS 2371 (Aug. 24,

1987); American Banerslns. Group. Inc., 1980 SEC No-Act. LEXIS 3319 (May 5,

1980); see also Securities Act Release No. 5463, Fed. Sec. L. Rep. (CCH)~. 3058

(Par I, Ilustration B).

17. See John Hancock Financial Servces, supra note 11; Standard Ins. Co., supra note

11; Far Famlv Mut. Ins. Co., supra note 1 I; Blue Cross and Blue Shield of "

Virginia, supra note 11; Guarantee Mut. Life Co., supra note 11; State Mut. Life

Assurance Co. of America, supra note 11; Ohio Valley Bank Companv/Ohio Vallev

Bank 1992 SEC No-Act LEXIS 897 (Aug. 27, 1992); Bavswater Realtv & Capital

Corp. SEC No. Action Letter, W1 File No. 050382004 (Apr. 30, 1982).

Esq.

Catherine T. Dixon, Esq.

McGuire, Esq.

Catherine

Douglas Scheidt, Esq.

Lar.

ergman,

November 16, 1999

-42-

MetLife àld used for general corporate purposes, as well as for the other purposes

the lnitial.Public

credits and cash payments to certain Eligible Policyholders does

Offering to fund policy

securities to Eligible

the :Seètiòn 3(a)(1O) distribution

existence of

not vitìate the

ofa

portion of

the

proceeds

Policyhôlders.'

specified in the PLan Therefore, the use

2. Do the Òfferings involve thë

issuance

of thesaine class of securities? Common

Stock wil be issued through the Initial Public Offering to new investors and, through the

Trust, to Trust Eligible Policyholders. However, the Interests themselves are a discrete

class of security from a dierent issuer.

3.--. Aretheufferings mae at or about the same time? Although the Initial Public

Offering wiU close simultaneously with the Effective Date, the actual offers to Eligible

,Public Offering will not occur at the same

Policyholders and to purchasers in the Initial

time. The Plan

and the New York Statute provide that the Eligible Policyholders will vote

on whether-to.appro.ve1he-Plan prior to the

Effective Date. Thus, there will

be a

which will

.. signficantar0unt oftimeh~twen the offering to Eligible Policyholders,

conclude with the Policyholders' Vote, and the offering to investors, which will conclude

with closing of the Initial Public Offering, even tho.ugh both issuances occur on the same

date.

... 4. Is the same tye of consideration to bereceived? The Holding Company

will

receive cash consideration in the Initìal Public Offering which differs from the

consideration, the extinguishment of

the Policyholders' Membership Interests, received by

MetLife and the Holding Company in consideration for issuing securities to TrustEligible

Policyholders in the Reorganzation.

5. Are the offerings made for the same general purose? The Initial Public Offering

and the issuance of secures to Trust Eligible Policyholders will beconducted for

different purposes. The Intial Public Off~ring will be made for the purpose of raising

capital. for both fuiidig cash payments and crediting of policy credits under. the Plan and

for general corporate purposes and for the other purposes specified in the Plan. The

issuance of securities to Trust Eligible Policyholders will not raise new capital, but will be

made for the purpose of effecting the Reorganzation and converting MetLife from a

mutual

life insurance company to a stock corporation.

In addition to the foregoing analysis, we note that the exemption from registrathe Securities Act is based on a policy determination

tion provided by Section.3(a)(10) of

the registration requirements of the

that the protections provided to securityholders by

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

November 16, 1999

-43-

Securities Act are unnecessar in the case of securities issued in an exchange offer which

is found tobe fair by a

governent authority following a public hearng. Therefore, no

purpose would be served by integrating such exempt offerings with registered offerings.

Accordingly, we believe that it would not be appropriate to integrate the offerings of

securities in the Reorganzation with the Initial Public Offering.

C. Registration of

the Interests under

the

Exchange Act

the Exchange Act and Rule 12g-1 thereunder provide that

"equity securities"

. held of record by 500 or more persons must register under the Exchange Act. An

proposes to issue

"issuer" is defined under Section 3(a)(8) as "any person who issues or

Section 12(g) of

certain "issuers" with total assets exceeding $10,000,000 and a class of

the Interests under

any security." MetLife and the Trust intend that the Trust will register

a registration statement on Form 8-A under the Exchange Act. The registration statement

the Interests, the Common Stock and the rights issued under

adopted

by the Holding Company required by Item 202(a)of

the stockholder rights plan

will include descriptions of

Regulation S-K, including information which will be

incorporated by reference from the

the Common Stock and

rights. In addition, the Trust will file, at the time of mailing of dividends and other

the Trust

distributions to B~neficiares under the Trust Agreement, financial statements of

Holding Company's registration statements on Form 8-A for

only, showing the distributions received and paid by the Trust during the period ending on

the financial statement date and the Trust Shares and other assets held on that date. The

on a Form

10-K, and the financial statements included therein will be audited. Any fiings made in

. filing made in connection with the anual distribution of cash dividends will be

connecton with distributions made at other times of the year will be on Form 8-K, with

unaudited financial statements. The Trust will also file reports on Form 8-K ifthereIs an

event relating to the Trust that requires disclosure under that form.

We believe that these filings will provide Beneficiares with adequate

disclosure

regarding the Interests and the Trust's operations. These filings will provide public

any investIent and .

the Trust's assets and its operations (namely, the receipt,

disclosure of

distribution of dividends to Beneficiares). Information about the Holding Company itself

will be publicly available through the Holding Company's Exchange Act reports.

Furthermore, since the Beneficiares alone will have the authority to determne when and if

though the Purchase and Sale Program or,

Trust Shares are to be sold on their behalf

afer one year, withdrawn from the Trust, they will not be relying on advice of the Trust

or the Trustee (which is essentially a passive entity) in makng investment decisions

affecting their Interests that would benefit from disclosure. We do not believe that

the Exchange Act

subjecting the Trust to the further periodic reporting requirements of

?nJ'J'r:ol.l. r:J'

LarryBergman, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

-44-

November 16, 1999

request confrmation

the

enforcement

action if

we'

wouldserve-toHbeìíeft the~BeneficiaresOI- the public. Therefore; .

that thestafwiH notTecommendth the Commssion take any

à.eregitered

Interest

as descrbed

the Trust files

uri.der the;Exchange~Act and

above. .

Teports under

that.

Act .

the Exchange Act

Rëlevant Rules to Mailings ofP:toXy Statements

and. Anual and Ouarterlv Reports to Beneficiares

D. AppliCation .of Section 14

and

the regulations

Section 14.ofthe Exchange Act and

thereunder provide,.in

certain circumstances, thatpfOXY materal, anual reports orjnformational statements

of registered securities

must he dissemnated.to beeficial owners

and that certain

procedures be followed in c.onnectionwith a stockholder vote or consent. In addition,

such regulations require, -in certain circumstances, that registrants and others inquire. asto

the beneficial ownership of its registered securities, and proVide certain information

it will not recommend

responsive toth:requesLHWe requestthsfafs confrmation that

that the Comrssion tae any enforcement action if (i) no proxy soliciting materials,

anual and quarerly reports or infonnation statements are disseminated to Beneficiares in

the Holding Company, except, as

stockholders of

or consent of

connection with a vote

upon request

described in this letter, in co.nnection with a Beneficiar Consent Matter or

Beneficiares, (ii) the procedures described in this letter for the distribution of materials

iii connection

mailing and

followed. and

Matter (including the procedures for requing

other expenses be reimbursedby.a stockholder in certain circumstances) are

with a Beneficiar Consent

(Üi) . none of the Holding Company, the Trust, the Trustee or Custodian, any

of their respective afliates; or their respective offcers, directors or employees inquires as

the

consent of

the Trust Shares in connection with a vote or

beneficial ownership of

to the

Holding Company's stockholders, or provides information in connection with those

inquiries, except in connection with a Beneficiar Consent Matter. The relief sought in

Common Stock held in the Trust and not to any

seeking relièf in

other shares of Common Stock outstanding. We are furthermore not

connection with a solicitation of consents from Trust Beneficiares to amend the Trust

this letter applies only to the shares.

Agreement (except to the extent the solicitation is viewed to have been made in

connection with a Beneficiar Consent Matter), to the extent that any such solicitation

would be subject to the proxy rules under the Exchange Act.

As discussed above, pursuant to the terms of

the Trust Agreement, Beneficiares

to instruct the Trustee on how to vote the Trust Shares only with respect to a

Beneficiar Consent Matter. On all other matters, the Trustee will vote in accordance

are entitled

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

November 16, 1999

-45-

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.

the Plan and the Trust

connection

and, as such, will be fully disclosed to Eligible Policyholders in

Agreement

effect

not go into

provisions, moreover, will

with

their consideration ofthe Plan; These

unless the Plan, including the Trust Agreement; is approved by the Superintendent and by

structure is an integral component

note that this

the Eligible Policyholders that vote. Prior to the Policyholders' Vote, the

two-thirds of

Eligible Policyholders will be mailed the Policyholder Information Booklet which wil

describe in detail the Trust structure and the voting mechansm under the Trust. It will

disclose the distiction that will be drawn under the Plan between Beneficiar Consent

Trust Shares) and those

Matters (upon which the Beneficiares wil direct the voting of

matters upon which the Beneficiares, in

Board of

Directors of

effect, will be deemed to have authoried the

Trust Shares. It will

the Holding Company to direct the voting of

further disclose that; unless otherwse requested, Beneficiares will be mailed the Anual

Stockholder Reports only with respect to a matter upon which the Beneficiares will direct

the voting.

sought by this letter, Rules 14a-13, 14b-l and 14b-2 under the

Exchange Act may require the Holding Company, the Custodian (to the extent that it or

Absent the relief

its affliates is a registered broker-dealer subject to that provision) and the Trustee,

respectively, to comply with certain requirements in connection with the distribution of

proxy material and anual reports to the Beneficiares, as beneficial owners of the Trust

Shares, in connection with matters that are submitted to a vote of stockholders.

Regulation 14C contas comparable requirements for the distribution of information

statements and anual reports. We believe thatno purpose would be served by requiring

the Holding Comp91Y, Custodian and Trustee to comply with these requirements in

connection with matters other than Beneficiar Consent Matters. In those non-Beneficiar

Consent matters, the Trustee will vote as recommended or directed by the board of

the Holding Company and, accordingly, Beneficiares do not have the right to

directors of

direct the voting of

the Trust Shares.

As discussed above, the Trust has been structured to eliminate the costs

associated with mailing the Anual Stockholder Reports to the over 10 million

Beneficiares in circumstances where they do not have the right to vote or direct the"

voting of

the Trust Shares. Importantly, such materials will be made available to

Beneficiares on a website maintained by the Holding Company, and Beneficiares will be

able to obtain any such materials, at the Holding Company's expense, by notifyng the

Trustee in wrting or through a toll-free number. Beneficiares will be informed anually

20665944.56

Lar Bergman-Esq.

Catherine T. Dixon, Esq,

Esq.

Cåtherine McGuire,

Douglas Scheidt, Esq.

-46-

November 16, 1999

dividend check mailings to

Stockholder Reports on the Holding

the availability of the Anual

Beneficiares) of

the

upon request at the Holding Company's expense; of

or by mail.

Company's website

and the. Trust's fiings

under the' Exchange Act on

of th

Holdig Company's

availability

the H0idingiGpanyiS.and.tlie'~E-Gs~websit.es or by riailupon request auhe Ho.lding

in the Purchase and SalePro.gram and

Company'sexpense;..dfthein:ightsto paricipate

expected

(which is

to be

in connection with the anual

done

where toobtainirionnation about the. Pr~gr~; of theexpeèted. date. of the Holding

anual meeting and deadline foršubmissionof stockholder proposals,. and

Company's

Anual

Stockholder Reports,ae ex,pected to become available; and. of the

when the

aggregate amount of dividends and interest paid to all Beneficiares in that dividend

number in order

Beneficiares thattelephoneihe toll-free

distribution..

Sale PrO,.,ram or to obtain furter information will

Purchase and

are available on the website or by mail upon request and at

Anual-Stockholder Reports

the Holding

stockholders of

to paricipate in the

be informed that the

Company's expense. Beneficiares desiring to receive these materials as

able to do so by selling their shares in the

the Holding Company will be.

new ::ares or, after the first.anversar'ofthe

Effecte Date, withdrwig their shares from the Trust.

Purchae and. Sale

Program

and buying

allocated

Program; the Beneficiares, will

Common Stock though the Purchase and Sale

shares of

be adequately informed, from reports filed under the Exchange Act by the Holding

Furthermòre, when decidig whether or not to purchase or sell their

the

Holding Company, they will be able to rely on the disclosure system contemplated by the

allocated shares of

Exchange Act when makng investment decisions regardig their

Common Stock and will not need to have transmitted to them personally the Anual

Company, of

material events regarding the Holding Company. Like stockholders of

the Holding Company's activities.

Stockholder ReportsOin order to be inforted of

shares outsidétheTrust, will also be'

the Holding Company.

Beneficiares may always request the Anual Stockholder Reports to be mailed to them

the Holding Company's expense and, if

receiving these matenals as.stockholders of

they acquire

Rule 14a-7 requires that mailings made by registrants on behalf of security

holders satisfy certai requirements, including that the registrant be reimbursed for its

reasonable expenses incurred in mailing materials on behalf of the requesting security

holder (other than expenses of effecting the mailing, which must be tendered prior to

under Rule 14a-7(a)(I)). We believe that the Trust Agreement provisions camply

mailing

substantialy with these requirements. As noted above, the Trust Agreement contains

detailed provisions for the mailing of materials on behalf of contesting stockholders to

Beneficiares, including requiring that the Custodian receive, prior to mailing, payment of

and reasonable expenses to effect the mailing of such materials and such

estimated postage

Lar Bergman, Esq.

Catherine T. Dixon, Esq.

Catherine McGuire, Esq.

Douglas Scheidt, Esq.

-47-

November 16, .1999

security as the Custodian may reasonably request to cover expenses in excess of that

Beneficiares that would receive any such

unprecedented number of

estimate. Due to the

required to effect mailings to Beneficiares,

mailing and, as a result, the significant costs

the Trust Agreement establish reasonable

ensure that ~ch materials are disseminated to Beneficiares without

paries

any

the

involved.

undue hardship on

MetLife believes thatthe provisions in

requirements to

imposing any

E. Reports Filed under Section l3Cd) and 16

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