Sunday, May 22, 2016

The Last Word, The Case of Cadet Webster Smith

 Coming soon from Amazon.com.
Advanced purchases are now available from Steverson Books, Box 606, Haymarket, VA. 20168
Send check or money order for $10.00 plus $4.00 for Shipping and handling to the above address.

Synopsis:


We, as Americans, cherish fairness. We like to believe that people are not punished or unjustly rewarded without justifiable cause. We like to dwell on parables of white virtue and black advancement culminating in the flowering of goodwill all around. Events sometimes force us to widen our gaze and focus on terrain we would rather not see. The 2006 court-martial of Cadet Webster Smith at the United States Coast Guard Academy did just that. The Webster Smith case was a litmus test for justice in America. Every once in a while a case comes along that puts our humanity as a people, and as Americans, on trial. Everything that we profess to stand for as Americans was on trial. Our sense of justice in America and particularly in the U.S. Military was on trial. This was no ordinary trial. Our humanity was on trial. Our system of justice was on trial. This case dissolved the deceptive façade and exposed certain moral deficiencies in our system of justice. This case alone puts the legitimacy of the entire military justice system at risk.
We now see that there is little or no justice in military justice. Any reasonable person who looks at this case or any other high profile military justice case would have to conclude that the Military Justice System is not designed to render justice. It is a system designed to punish. The entire courts-martial system, from Summary Court-martial to General Court-martial, has one specific purpose; that is to punish anyone who commits an offense against the Uniform Code of Military Justice.


This is intended to be the definitive word on the first and only court-martial of a United States Coast Guard Academy cadet. The Case of Cadet Webster Smith, The Last Word is written from the perspective of the accused, Cadet First Class Webster Smith. It is not written from the perspective of his accusers. A prior account of this case focused on the women involved. Conduct Unbecoming an Officer and a Lady told the story of the court-martial from the perspective of the witnesses for the prosecution.
Why now? Well, there are several reasons. This Case is unique in that this has never happened before. No other Coast Guard Academy Cadet has ever been punished at a General Courts-martial. That is saying a lot for an institution that has been around since 1876.
Also, it has been ten years since the trial and conviction. An entire decade has passed. The sentence has been served. The Supreme Court Petition for A Writ of Certiorari has been denied. The Record is complete.
Cadet Smith was a senior when the trial began. He was within months of graduating from the Academy, but he was expelled. No Clemency was granted. His career was ruined. His life was irreparably harmed. For ten years he was required to register in the State of Texas as a Sexual offender. He married, had children, and for ten years he was not allowed to attend the birthday parties of his children.
This Case has been hotly debated in certain quarters. The Coast Guard has tried its best to forget that this court-martial ever occurred. However, I fear that this Case will be debated and talked about for years to come. Long after the political and social climates that gave rise to this Case have abated; cadets, officers, politicians  and parents will be discussing the Webster Smith Case.
What distinguishes this book from other books on the Case is that this book distinguishes how the Coast Guard Legal Officers and the senior Academy officers disposed of this case as opposed to other cases with similar fact patterns.  This Case will serve as a witness to an era in the United States Military and its Service Academies that was ripe with cultural and ethical upheavals, proceedings with plenty of due process and  little justice, sexual assaults in the military, retaliation against whistleblowers, mind blowing results, aggravation and frustration.  
The Case of Cadet Webster Smith, The Last Word
Title ID: 6293877
ISBN-13: 978-1533400802



The Case of Cadet Webster Smith, The Last Word
Unrestricted Coast Guard Chronicles Vol 02 Nr 01
BY_AUTHOR Judge London Steverson
ISBN-13: 978-1533400802
6" x 9" on WHITE Paper
(198 pages, Black & White)
15.24 x 22.86 cm
Interior: The Case of Cadet Webster Smith, The Last Word - updated version edited 2- formatted15Apr11.docx
Cover Finish: Glossy
Cover: cover-creator.pdf

The Case of Cadet Webster Smith, The Last Word
Title ID: 6293877
ISBN-13: 978-1533400802

Labels:

Wednesday, May 27, 2015

MetLifeCompuShare


Purchase & Sale Program for
Beneficiaries of the MetLife
Policyholder Trust 

Purchase and; Sale Program
for
Beneficiaries of the MetLife
Policyholder Trust
Revision Date: April 2014
003SSN0314

2
Purchasing Shares through the Program
The Purchase and Sale Program allows you to purchase shares of MetLife common stock
free of any
commissions or other fees.
MetLife will pay those fees on your behalf.
Who may purchase shares through the Program?
You may purchase shares if you are a Trust Beneficiary — that is, you hold Trust Interests representing
shares of MetLife common stock held through the MetLife Policyholder
Trust — and beneficially own
less than 1,000 shares through the Trust. If you withdraw all of your shares from the Trust, however,
you will no longer be eligible to purchase shares through the Program. For more information on your
withdrawal rights, see “Other Information — Withdrawing shares from the Trust” on p. 8.
When may I purchase shares?
You may purchase shares at any time you hold less than 1,000 Trust Interests representing shares of
MetLife common stock through the MetLife Policyholder
Trust.
How many shares may I purchase?
You may purchase additional shares of MetLife common stock to increase the number of shares you
beneficially own up to 1,000 shares. If you choose to make a purchase, you must purchase at least $250
worth of shares or a smaller amount required to purchase up to the 1,000 maximum number of shares.
Y
ou may make purchases of shares on one or more occasions under the Program until you beneficially
own 1,000 shares. If the number of shares to be issued results in a fractional share, you may purchase
that fractional share.
Here are some examples:
if you beneficially own 50 shares, then you will be able to purchase up to an additional 950
shares (or fewer shares, if you wish, but you must purchase at least $250 worth of shares).
If you submit $1,000 to the Program Agent, together with a purchase instruction, and the
market price at the time of purchase is $20.50 per share, then the Program Agent will
purchase, on your behalf, 48.78 shares of MetLife common stock.
if you beneficially own 995 shares and the closing price of MetLife common stock on the
trading day immediately prior to the day you mail your request is $20 per share, then you
must purchase $100 worth of stock (five additional shares multiplied by $20 per share). The
price of MetLife’s common stock is published in the New York Stock Exchange tables of
most major newspapers. The price is also available on MetLife’s website at
http://investor.metlife.com
by selecting “Stock Infomation,” or on other financial websites
under the stock symbol “MET.”
Do I have to make purchases in “round lots”?
You are not required to make purchases in “round lots” (that is, in 100 share increments), and you may
hold shares in “odd lots.”
You must, however, comply with the purchase provisions discussed in the
previous question and answer.
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3
How may I purchase shares?
You may purchase shares by sending the written purchase instruction card provided by the Program
Agent, indicating the dollar amount of shares you wish to have purchased, together with a check (in
U.S. dollars only) for the indicated amount made to the order of “MetLife Purchase Program,” to the
following address:
MetLife
c/o Computershare
P
.O. Box 6006
Carol Stream, IL 60197
You may obtain additional instruction cards by contacting the Program Agent at the address
listed under “Contacting the Program Agent” on p. 11 or by calling Computershare at
1-800-649-3593. Failure to use the purchase instruction card provided by the Program Agent
may cause a delay in processing or prevent the processing of your transaction. You may not use
photocopied purchase (or sale) instruction cards; in order to be scanned by the Program Agent
for processing, the cards must be in their original form.
Your check must be for at least $250, or such lesser amount as may be required to purchase, at the
closing price of MetLife common stock on the trading day immediately prior to the day you mail your
instruction, a number of shares that would cause you to beneficially own 1,000 shares. If your check
is for an amount in excess of the funds used to acquire up to the 1,000 share maximum, the excess
funds will be returned to you without interest. Effective January 1, 2013, you may no longer use money
orders to purchase shares of MetLife common stock through the Program.
Once a purchase instruction has been mailed, it cannot be revoked.
How will the actual purchase price be determined?
The actual purchase price for the shares will be based on the market price of MetLife common stock at
the time of the purchase.
You must send your check before the purchase. Since the actual purchase price
for your shares will be based on the market price at the time of purchase, it is possible that the number
of shares purchased for you will be different from the shares that could be purchased at the market price
on the day you mail your instructions. For further information on how the purchase price will be
determined and when the purchase will be made, see “Other Information — Determining the purchase
and sale price” on p. 8.
Will I get a stock certificate for my shares?
You will receive a statement confirming the number of shares you purchase. The shares you purchase
will be held in book-entry form (in other words, as uncertificated shares) in the MetLife Policyholder
T
rust on your behalf, until you later sell them through the Program or withdraw all of your shares from
the Trust. When you withdraw all of your shares, you may request to receive a stock certificate. If you
do not make this request, your shares will be issued to you in book-entry form.
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4
Selling Shares through the Program
The Purchase and Sale Program allows you to sell your shares of MetLife common stock held in the
MetLife Policyholder Trust
free of any commissions or other fees.
MetLife will pay those fees on
your behalf.
Who may sell shares through the Program?
You may sell shares if you are a Trust Beneficiary — that is, you hold beneficial interests representing
shares of MetLife common stock held through the MetLife Policyholder
Trust.
There is no minimum
share balance required to participate in the Program.
You now have the right to withdraw all (but
not less than all) of your shares from the Trust, a right which became effective on April 7, 2001. Once
you withdraw all of your shares from the Trust, however, you will no longer be eligible to sell shares
through the Program. For more information on your withdrawal rights, see “Other Information —
Withdrawing shares from the Trust” on p. 8.
When may I sell shares?
You may sell shares at any time you are a Trust Beneficiary.
How many shares may I sell?
Generally, you may sell all or a portion of your shares held in the Trust. The following share
limitations apply:
If you beneficially own 199 or fewer shares through the Trust, all of your shares must be sold.
You will not be permitted to make a partial sale.
If you beneficially own more than 199 shares through the Trust, you may sell all or a portion
of your shares. However, partial sales may only be made in 100-share increments (for
example, you may have 200 shares sold, but not 250). Following any partial sale, you must
still hold at least 100 shares in the Trust. If, after a partial sale, you would beneficially own
fewer than 100 shares in the Trust, you must make a full sale.
Effective December 14, 2001, you are permitted to sell all, but not less than all, of the Trust
Interests transferred to you (as permitted under the Program) by a deceased Trust Beneficiary
without regard to the share limitations described above and below under the heading “Do I
have to make sales in ‘round lots’?”
You now have the right to withdraw all (but not less than all) of your shares from the Trust, a right
which became effective on April 7, 2001. If you do so, however, you will no longer be eligible to
participate in the Program. See “Other Information — Withdrawing shares from the Trust” on p. 8. If
you prefer, you may keep your shares in the Trust.
14-128 MetLife Purchase & Sale Brochure v3-WEB_REV 04-14 4/9/14 1:19 PM Page 4
5
Do I have to make sales in “round lots”?
If you beneficially own more than 199 shares through the Trust, partial sales may only be made in
“round lots” (that is, in 100 share increments). Following any partial sales, you must beneficially own
at least 100 shares in the
Trust, but you may hold shares in “odd lots.”
Partial sales resulting from your sale of Trust Interests transferred to you by a deceased Trust
Beneficiary do not need to be made in round lots.
How may I sell shares?
You may sell shares by:
sending the written sale instruction card provided by the Program Agent, indicating the
number of shares to be sold, to the Program Agent at the following address:
MetLife
c/o Computershare
P.O. Box 30170
College Station, TX 77842-3170
or
giving a sale instruction through the following telephone number:
1-800-649-3593
(Telephone requests are not permitted for corporate, partnership or custodial accounts
because the Program Agent requires that such authorizations be given in writing.)
or
submitting a sale instruction through the internet at www.computershare.com/metlife
. Once you are
at this site, follow the online directions to access your account and submit your instruction.
You may obtain additional instruction cards by contacting the Program Agent at the address
listed under “Contacting the Program Agent” on p. 11 or by calling Computershare at
1-800-649-3593. Once a sale instruction has been delivered, it cannot be revoked.
How will the actual sale price be determined?
The actual sale price for the shares will be based on the market price of MetLife common stock at the
time of the sale. For further information on how the sale price will be determined, see “Other
Information — Determining the purchase and sale price” on p. 8.
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6
Other Information
General information about processing purchases and sales
Upon receipt of a purchase or sale instruction, Georgeson Securities Corporation, an affiliate of the
Program
Agent, and the Program Agent, respectively, will make sure the instruction complies with the
requirements regarding the number of shares that may be purchased or sold and the minimum dollar
amounts required for purchases described above.
If the dollar amount of shares to be purchased as
shown on an instruction does not match the dollar amount of the funds submitted, Georgeson Securities
Corporation
will purchase shares equal to the dollar amount of the funds submitted. If Georgeson
Securities Corporation or the Program Agent determines that the instruction does not comply with
these requirements, it will promptly mail you a rejection notice, with an explanation of the defects in
the instruction, and any funds you have submitted will be returned to you.
The Program Agent may, at its discretion, restrict withdrawals or subsequent sales of shares purchased
on your behalf until your check has cleared. If a purchase instruction is not processed within 14
business days of receipt (any such delay would only occur in very limited circumstances, as described
below), the instruction and funds will be returned to you.
All valid purchase and sale instructions received after 3:00 p.m. on a particular business day and until
3:00 p.m. on the next business day will be combined and processed together in a batch. To the extent
possible, Georgeson Securities Corporation will satisfy these requests by matching purchase and sale
instructions in the batch. The matching of purchase instructions with sale instructions will be done at
a share price equal to the opening price on the trading day following the day the batch is formed.
After the matching process has been completed for each batch, we expect there will remain a number
of open instructions, since it is unlikely that there would be an equal number of shares to be purchased
and shares to be sold.
If there are any remaining sale instructions, all or a portion of the remaining shares will be
made available for purchase by MetLife as described below under “Purchases by MetLife.”
If MetLife does not purchase all of the remaining shares, Georgeson Securities Corporation
will place an order with one or more brokers to sell the remaining shares.
If there are any remaining purchase instructions, Georgeson Securities Corporation will place
an order with one or more brokers to purchase the remaining shares.
Generally, purchases and sales will be made on the first or second trading day after the batch that
includes the instructions has been formed. If it is impracticable to process purchases and sales under
the Purchase and Sale Program (which would happen only in limited circumstances, such as acts of
God, suspension of trading in any MetLife equity securities, a general suspension of trading on the
New York Stock Exchange or declaration of a banking moratorium) purchases and sales will be
suspended until they can be completed.
14-128 MetLife Purchase & Sale Brochure v3-WEB_REV 04-14 4/9/14 1:19 PM Page 6
Purchases by MetLife
If, in any batch, sale instructions are greater than purchase instructions, MetLife may, at its discretion,
purchase these excess shares sold through the Purchase and Sale Program. Purchases by MetLife will be
at a price equal to the average of the high and low prices of MetLife common stock on the day of purchase.
Settlement
After you purchase or sell shares through the Purchase and Sale Program, you will be mailed a written
statement within four trading days indicating the number of your beneficial interests in the
Trust. You
will have one year from the date the written statement is mailed to review the statement and notify the
custodian of the Trust of any discrepancies or errors you discover. The statement will contain
instructions about how you can make this notification. The custodian will use reasonable efforts to
resolve the discrepancies or errors following notification.
If you do not notify the custodian of any
discrepancies or errors within this one year period, the statement will be binding upon you.
If you are purchasing shares through the Program, the shares will be deposited and held for you in the
Trust. If your check was for an amount in excess of the funds used to acquire up to the 1,000 share
maximum, the custodian will mail you a check via first class mail for the excess funds (without
interest) within four trading days after the day the instruction was processed, unless the check is for
more than $1,000, in which case the custodian may delay mailing for up to 14 days in order to
determine that your check has cleared.
If you are selling shares through the Program, the custodian will mail you a check for the funds
received within four trading days after the day the instruction was processed.
Timing and control
Subject to the requirements described above, the timing of transactions and the frequency of
transaction intervals will be subject solely to the control of
Georgeson Securities Corporation and the
broker or brokers making the purchases and sales. Neither MetLife nor any participant in the Purchase
and Sale Program has the authority or power to control either the timing or pricing of shares purchased
or sold or the selection of the brokers.
Therefore, you will not be able to precisely time purchases
or sales and will bear the market risk associated with fluctuations in the price of MetLife
common stock.
That is, if you send in a purchase or sale instruction, it is possible that the market price
of MetLife common stock could go up or down before the purchase or sale is made. You will not earn
interest on funds deposited for purchase for the period before the shares are purchased. Neither
MetLife, the Program Agent nor their respective affiliates will be liable for any claims arising out of
the prices at which shares are purchased or sold and the times when such purchases or sales are made,
or for any fluctuation in the market value after a purchase or sale of shares.
MetLife expects to engage in repurchases of its common stock from time to time for various corporate
purposes. These repurchases may occur during periods in which purchases and sales are made under the
Purchase and Sale Program, and may affect the market price of the MetLife common stock. In addition,
from time to time MetLife makes announcements of important developments, some of which may have
an effect on the market price for MetLife common stock.
7
14-128 MetLife Purchase & Sale Brochure v3-WEB_REV 04-14 4/9/14 1:19 PM Page 7
Determining the purchase and sale price
The price at which shares are purchased or sold will be determined as follows:
If the only transactions that occur in a day’s batch are purchase and sale instructions that are
matched with each other, the price will be the opening price of MetLife common stock on the
trading day following the day the batch is formed.
If Georgeson Securities Corporation places a purchase order, all purchase instructions in the
batch, including any purchases matched with sales instructions, will be assigned the same price
per share. The purchase price will be the volume weighted average price per share of all shares
in the batch — that is, the price derived by dividing the aggregate amount paid to purchase
shares in a batch by the total number of shares purchased in the batch.
If Georgeson Securities Corporation places a sales order, all sale instructions in the batch,
including any sales to MetLife and sales matched with purchase instructions, will be assigned
the same price per share. The sale price will be the volume weighted average price per share
of all shares in the batch.
For purposes of determining the prices of purchases and sales in a batch, the prices (other than the
weighted average price described above) 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
MetLife, which will be the price determined as described on p. 7.
Price and volume statistics of MetLife common stock’s trading activity is published in the NYSE
tables of most major newspapers, is available on MetLife’s website at http://investor.metlife.com
by
selecting “Stock Information,” or on other financial websites. Company names are abbreviated and
listed alphabetically. MetLife’s ticker symbol is “MET.” The price at which a purchase or sale is
processed may be different from the price of MetLife common stock when you send in your
instruction.
Purchases and sales outside of the Program
In addition to purchasing and selling shares through the Purchase and Sale Program, you may purchase
shares outside of the
Trust, or sell shares directly held by you (i.e., not held by the Trust). The Purchase
and Sale Program procedures would not apply to those transactions, and you will be responsible for
your own commissions and expenses.
Withdrawing shares from the Trust
You now have the right to instruct the trustee of the Trust to withdraw all (but not less than all) of your
shares of MetLife common stock from the
Trust in exchange for all of your Trust Interests. This right
became effective on April 7, 2001, one year after the effective date of MetLife’s demutualization. You
should have already received information regarding your withdrawal rights. You may also obtain this
information by contacting the Program Agent at the address listed under “Contacting the Program
Agent” on p. 11 or by calling Computershare at 1-800-649-3593. Once you have withdrawn shares of
8
14-128 MetLife Purchase & Sale Brochure v3-WEB_REV 04-14 4/9/14 1:19 PM Page 8
9
MetLife common stock, you may no longer participate in the commission-free Purchase and Sale
Program.
Permitted transfers of Trust Interests
As a Trust Beneficiary, you are permitted to transfer the ownership of your Trust Interests only as follows:
to your spouse or descendants.
to a charity qualifying for tax-exempt status under the Internal Revenue Code.
to a trust established to hold Trust Interests on behalf of an employee benefit plan.
to a trust established for your exclusive benefit or the exclusive benefit of your spouse or
descendants or a qualifying charity.
upon your death or bankruptcy, through your will or under applicable law.
to another entity if you are a legal entity that has merged or consolidated into, or sold
substantially all of your assets to, that entity.
from a trust holding an insurance policy or annuity contract in accordance with the terms of
that trust.
After a transfer of the ownership of Trust Interests, the shares of MetLife common stock will remain
in the Trust until they have been withdrawn or sold through the Purchase and Sale Program. Other than
transfers upon death through the will of a Trust Beneficiary or by operation of law, no partial transfer
will be permitted if the transfer would result in a transferee owning a number of Trust Interests that is
not a whole number.
You may obtain additional information about how to transfer Trust Interests by contacting the Program
Agent at the address listed under “Contacting the Program Agent” on p. 11 or by calling Computershare
at 1-800-649-3593.
U.S. Federal Income Tax Information
IRS Circular 230 Disclosure.
The tax discussion is not intended to be used, and cannot be used, for
the purpose of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or
recommending to another party any transaction or matter addressed herein.
The following is a summary of the general U.S. Federal income tax consequences for Trust
Beneficiaries purchasing and selling shares in the Purchase and Sale Program. This summary is not a
comprehensive summary of all of the U.S. Federal income tax considerations that may be relevant to
a participant in the Program. In particular, this discussion does not apply to Trust Beneficiaries that are
not citizens or residents of the United States or otherwise subject to U.S. Federal income tax on their
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2
Purchasing Shares through the Program
The Purchase and Sale Program allows you to purchase shares of MetLife common stock
free of any
commissions or other fees.
MetLife will pay those fees on your behalf.
Who may purchase shares through the Program?
You may purchase shares if you are a Trust Beneficiary — that is, you hold Trust Interests representing
shares of MetLife common stock held through the MetLife Policyholder
Trust — and beneficially own
less than 1,000 shares through the Trust. If you withdraw all of your shares from the Trust, however,
you will no longer be eligible to purchase shares through the Program. For more information on your
withdrawal rights, see “Other Information — Withdrawing shares from the Trust” on p. 8.
When may I purchase shares?
You may purchase shares at any time you hold less than 1,000 Trust Interests representing shares of
MetLife common stock through the MetLife Policyholder
Trust.
How many shares may I purchase?
You may purchase additional shares of MetLife common stock to increase the number of shares you
beneficially own up to 1,000 shares. If you choose to make a purchase, you must purchase at least $250
worth of shares or a smaller amount required to purchase up to the 1,000 maximum number of shares.
Y
ou may make purchases of shares on one or more occasions under the Program until you beneficially
own 1,000 shares. If the number of shares to be issued results in a fractional share, you may purchase
that fractional share.
Here are some examples:
if you beneficially own 50 shares, then you will be able to purchase up to an additional 950
shares (or fewer shares, if you wish, but you must purchase at least $250 worth of shares).
If you submit $1,000 to the Program Agent, together with a purchase instruction, and the
market price at the time of purchase is $20.50 per share, then the Program Agent will
purchase, on your behalf, 48.78 shares of MetLife common stock.
if you beneficially own 995 shares and the closing price of MetLife common stock on the
trading day immediately prior to the day you mail your request is $20 per share, then you
must purchase $100 worth of stock (five additional shares multiplied by $20 per share). The
price of MetLife’s common stock is published in the New York Stock Exchange tables of
most major newspapers. The price is also available on MetLife’s website at
http://investor.metlife.com
by selecting “Stock Infomation,” or on other financial websites
under the stock symbol “MET.”
Do I have to make purchases in “round lots”?
You are not required to make purchases in “round lots” (that is, in 100 share increments), and you may
hold shares in “odd lots.”
You must, however, comply with the purchase provisions discussed in the
previous question and answer.
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3
How may I purchase shares?
You may purchase shares by sending the written purchase instruction card provided by the Program
Agent, indicating the dollar amount of shares you wish to have purchased, together with a check (in
U.S. dollars only) for the indicated amount made to the order of “MetLife Purchase Program,” to the
following address:
MetLife
c/o Computershare
P
.O. Box 6006
Carol Stream, IL 60197
You may obtain additional instruction cards by contacting the Program Agent at the address
listed under “Contacting the Program Agent” on p. 11 or by calling Computershare at
1-800-649-3593. Failure to use the purchase instruction card provided by the Program Agent
may cause a delay in processing or prevent the processing of your transaction. You may not use
photocopied purchase (or sale) instruction cards; in order to be scanned by the Program Agent
for processing, the cards must be in their original form.
Your check must be for at least $250, or such lesser amount as may be required to purchase, at the
closing price of MetLife common stock on the trading day immediately prior to the day you mail your
instruction, a number of shares that would cause you to beneficially own 1,000 shares. If your check
is for an amount in excess of the funds used to acquire up to the 1,000 share maximum, the excess
funds will be returned to you without interest. Effective January 1, 2013, you may no longer use money
orders to purchase shares of MetLife common stock through the Program.
Once a purchase instruction has been mailed, it cannot be revoked.
How will the actual purchase price be determined?
The actual purchase price for the shares will be based on the market price of MetLife common stock at
the time of the purchase.
You must send your check before the purchase. Since the actual purchase price
for your shares will be based on the market price at the time of purchase, it is possible that the number
of shares purchased for you will be different from the shares that could be purchased at the market price
on the day you mail your instructions. For further information on how the purchase price will be
determined and when the purchase will be made, see “Other Information — Determining the purchase
and sale price” on p. 8.
Will I get a stock certificate for my shares?
You will receive a statement confirming the number of shares you purchase. The shares you purchase
will be held in book-entry form (in other words, as uncertificated shares) in the MetLife Policyholder
T
rust on your behalf, until you later sell them through the Program or withdraw all of your shares from
the Trust. When you withdraw all of your shares, you may request to receive a stock certificate. If you
do not make this request, your shares will be issued to you in book-entry form.
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4
Selling Shares through the Program
The Purchase and Sale Program allows you to sell your shares of MetLife common stock held in the
MetLife Policyholder Trust
free of any commissions or other fees.
MetLife will pay those fees on
your behalf.
Who may sell shares through the Program?
You may sell shares if you are a Trust Beneficiary — that is, you hold beneficial interests representing
shares of MetLife common stock held through the MetLife Policyholder
Trust.
There is no minimum
share balance required to participate in the Program.
You now have the right to withdraw all (but
not less than all) of your shares from the Trust, a right which became effective on April 7, 2001. Once
you withdraw all of your shares from the Trust, however, you will no longer be eligible to sell shares
through the Program. For more information on your withdrawal rights, see “Other Information —
Withdrawing shares from the Trust” on p. 8.
When may I sell shares?
You may sell shares at any time you are a Trust Beneficiary.
How many shares may I sell?
Generally, you may sell all or a portion of your shares held in the Trust. The following share
limitations apply:
If you beneficially own 199 or fewer shares through the Trust, all of your shares must be sold.
You will not be permitted to make a partial sale.
If you beneficially own more than 199 shares through the Trust, you may sell all or a portion
of your shares. However, partial sales may only be made in 100-share increments (for
example, you may have 200 shares sold, but not 250). Following any partial sale, you must
still hold at least 100 shares in the Trust. If, after a partial sale, you would beneficially own
fewer than 100 shares in the Trust, you must make a full sale.
Effective December 14, 2001, you are permitted to sell all, but not less than all, of the Trust
Interests transferred to you (as permitted under the Program) by a deceased Trust Beneficiary
without regard to the share limitations described above and below under the heading “Do I
have to make sales in ‘round lots’?”
You now have the right to withdraw all (but not less than all) of your shares from the Trust, a right
which became effective on April 7, 2001. If you do so, however, you will no longer be eligible to
participate in the Program. See “Other Information — Withdrawing shares from the Trust” on p. 8. If
you prefer, you may keep your shares in the Trust.
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Do I have to make sales in “round lots”?
If you beneficially own more than 199 shares through the Trust, partial sales may only be made in
“round lots” (that is, in 100 share increments). Following any partial sales, you must beneficially own
at least 100 shares in the
Trust, but you may hold shares in “odd lots.”
Partial sales resulting from your sale of Trust Interests transferred to you by a deceased Trust
Beneficiary do not need to be made in round lots.
How may I sell shares?
You may sell shares by:
sending the written sale instruction card provided by the Program Agent, indicating the
number of shares to be sold, to the Program Agent at the following address:
MetLife
c/o Computershare
P.O. Box 30170
College Station, TX 77842-3170
or
giving a sale instruction through the following telephone number:
1-800-649-3593
(Telephone requests are not permitted for corporate, partnership or custodial accounts
because the Program Agent requires that such authorizations be given in writing.)
or
submitting a sale instruction through the internet at www.computershare.com/metlife
. Once you are
at this site, follow the online directions to access your account and submit your instruction.
You may obtain additional instruction cards by contacting the Program Agent at the address
listed under “Contacting the Program Agent” on p. 11 or by calling Computershare at
1-800-649-3593. Once a sale instruction has been delivered, it cannot be revoked.
How will the actual sale price be determined?
The actual sale price for the shares will be based on the market price of MetLife common stock at the
time of the sale. For further information on how the sale price will be determined, see “Other
Information — Determining the purchase and sale price” on p. 8.
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Other Information
General information about processing purchases and sales
Upon receipt of a purchase or sale instruction, Georgeson Securities Corporation, an affiliate of the
Program
Agent, and the Program Agent, respectively, will make sure the instruction complies with the
requirements regarding the number of shares that may be purchased or sold and the minimum dollar
amounts required for purchases described above.
If the dollar amount of shares to be purchased as
shown on an instruction does not match the dollar amount of the funds submitted, Georgeson Securities
Corporation
will purchase shares equal to the dollar amount of the funds submitted. If Georgeson
Securities Corporation or the Program Agent determines that the instruction does not comply with
these requirements, it will promptly mail you a rejection notice, with an explanation of the defects in
the instruction, and any funds you have submitted will be returned to you.
The Program Agent may, at its discretion, restrict withdrawals or subsequent sales of shares purchased
on your behalf until your check has cleared. If a purchase instruction is not processed within 14
business days of receipt (any such delay would only occur in very limited circumstances, as described
below), the instruction and funds will be returned to you.
All valid purchase and sale instructions received after 3:00 p.m. on a particular business day and until
3:00 p.m. on the next business day will be combined and processed together in a batch. To the extent
possible, Georgeson Securities Corporation will satisfy these requests by matching purchase and sale
instructions in the batch. The matching of purchase instructions with sale instructions will be done at
a share price equal to the opening price on the trading day following the day the batch is formed.
After the matching process has been completed for each batch, we expect there will remain a number
of open instructions, since it is unlikely that there would be an equal number of shares to be purchased
and shares to be sold.
If there are any remaining sale instructions, all or a portion of the remaining shares will be
made available for purchase by MetLife as described below under “Purchases by MetLife.”
If MetLife does not purchase all of the remaining shares, Georgeson Securities Corporation
will place an order with one or more brokers to sell the remaining shares.
If there are any remaining purchase instructions, Georgeson Securities Corporation will place
an order with one or more brokers to purchase the remaining shares.
Generally, purchases and sales will be made on the first or second trading day after the batch that
includes the instructions has been formed. If it is impracticable to process purchases and sales under
the Purchase and Sale Program (which would happen only in limited circumstances, such as acts of
God, suspension of trading in any MetLife equity securities, a general suspension of trading on the
New York Stock Exchange or declaration of a banking moratorium) purchases and sales will be
suspended until they can be completed.
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Purchases by MetLife
If, in any batch, sale instructions are greater than purchase instructions, MetLife may, at its discretion,
purchase these excess shares sold through the Purchase and Sale Program. Purchases by MetLife will be
at a price equal to the average of the high and low prices of MetLife common stock on the day of purchase.
Settlement
After you purchase or sell shares through the Purchase and Sale Program, you will be mailed a written
statement within four trading days indicating the number of your beneficial interests in the
Trust. You
will have one year from the date the written statement is mailed to review the statement and notify the
custodian of the Trust of any discrepancies or errors you discover. The statement will contain
instructions about how you can make this notification. The custodian will use reasonable efforts to
resolve the discrepancies or errors following notification.
If you do not notify the custodian of any
discrepancies or errors within this one year period, the statement will be binding upon you.
If you are purchasing shares through the Program, the shares will be deposited and held for you in the
Trust. If your check was for an amount in excess of the funds used to acquire up to the 1,000 share
maximum, the custodian will mail you a check via first class mail for the excess funds (without
interest) within four trading days after the day the instruction was processed, unless the check is for
more than $1,000, in which case the custodian may delay mailing for up to 14 days in order to
determine that your check has cleared.
If you are selling shares through the Program, the custodian will mail you a check for the funds
received within four trading days after the day the instruction was processed.
Timing and control
Subject to the requirements described above, the timing of transactions and the frequency of
transaction intervals will be subject solely to the control of
Georgeson Securities Corporation and the
broker or brokers making the purchases and sales. Neither MetLife nor any participant in the Purchase
and Sale Program has the authority or power to control either the timing or pricing of shares purchased
or sold or the selection of the brokers.
Therefore, you will not be able to precisely time purchases
or sales and will bear the market risk associated with fluctuations in the price of MetLife
common stock.
That is, if you send in a purchase or sale instruction, it is possible that the market price
of MetLife common stock could go up or down before the purchase or sale is made. You will not earn
interest on funds deposited for purchase for the period before the shares are purchased. Neither
MetLife, the Program Agent nor their respective affiliates will be liable for any claims arising out of
the prices at which shares are purchased or sold and the times when such purchases or sales are made,
or for any fluctuation in the market value after a purchase or sale of shares.
MetLife expects to engage in repurchases of its common stock from time to time for various corporate
purposes. These repurchases may occur during periods in which purchases and sales are made under the
Purchase and Sale Program, and may affect the market price of the MetLife common stock. In addition,
from time to time MetLife makes announcements of important developments, some of which may have
an effect on the market price for MetLife common stock.
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Determining the purchase and sale price
The price at which shares are purchased or sold will be determined as follows:
If the only transactions that occur in a day’s batch are purchase and sale instructions that are
matched with each other, the price will be the opening price of MetLife common stock on the
trading day following the day the batch is formed.
If Georgeson Securities Corporation places a purchase order, all purchase instructions in the
batch, including any purchases matched with sales instructions, will be assigned the same price
per share. The purchase price will be the volume weighted average price per share of all shares
in the batch — that is, the price derived by dividing the aggregate amount paid to purchase
shares in a batch by the total number of shares purchased in the batch.
If Georgeson Securities Corporation places a sales order, all sale instructions in the batch,
including any sales to MetLife and sales matched with purchase instructions, will be assigned
the same price per share. The sale price will be the volume weighted average price per share
of all shares in the batch.
For purposes of determining the prices of purchases and sales in a batch, the prices (other than the
weighted average price described above) 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
MetLife, which will be the price determined as described on p. 7.
Price and volume statistics of MetLife common stock’s trading activity is published in the NYSE
tables of most major newspapers, is available on MetLife’s website at http://investor.metlife.com
by
selecting “Stock Information,” or on other financial websites. Company names are abbreviated and
listed alphabetically. MetLife’s ticker symbol is “MET.” The price at which a purchase or sale is
processed may be different from the price of MetLife common stock when you send in your
instruction.
Purchases and sales outside of the Program
In addition to purchasing and selling shares through the Purchase and Sale Program, you may purchase
shares outside of the
Trust, or sell shares directly held by you (i.e., not held by the Trust). The Purchase
and Sale Program procedures would not apply to those transactions, and you will be responsible for
your own commissions and expenses.
Withdrawing shares from the Trust
You now have the right to instruct the trustee of the Trust to withdraw all (but not less than all) of your
shares of MetLife common stock from the
Trust in exchange for all of your Trust Interests. This right
became effective on April 7, 2001, one year after the effective date of MetLife’s demutualization. You
should have already received information regarding your withdrawal rights. You may also obtain this
information by contacting the Program Agent at the address listed under “Contacting the Program
Agent” on p. 11 or by calling Computershare at 1-800-649-3593. Once you have withdrawn shares of
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MetLife common stock, you may no longer participate in the commission-free Purchase and Sale
Program.
Permitted transfers of Trust Interests
As a Trust Beneficiary, you are permitted to transfer the ownership of your Trust Interests only as follows:
to your spouse or descendants.
to a charity qualifying for tax-exempt status under the Internal Revenue Code.
to a trust established to hold Trust Interests on behalf of an employee benefit plan.
to a trust established for your exclusive benefit or the exclusive benefit of your spouse or
descendants or a qualifying charity.
upon your death or bankruptcy, through your will or under applicable law.
to another entity if you are a legal entity that has merged or consolidated into, or sold
substantially all of your assets to, that entity.
from a trust holding an insurance policy or annuity contract in accordance with the terms of
that trust.
After a transfer of the ownership of Trust Interests, the shares of MetLife common stock will remain
in the Trust until they have been withdrawn or sold through the Purchase and Sale Program. Other than
transfers upon death through the will of a Trust Beneficiary or by operation of law, no partial transfer
will be permitted if the transfer would result in a transferee owning a number of Trust Interests that is
not a whole number.
You may obtain additional information about how to transfer Trust Interests by contacting the Program
Agent at the address listed under “Contacting the Program Agent” on p. 11 or by calling Computershare
at 1-800-649-3593.
U.S. Federal Income Tax Information
IRS Circular 230 Disclosure.
The tax discussion is not intended to be used, and cannot be used, for
the purpose of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or
recommending to another party any transaction or matter addressed herein.
The following is a summary of the general U.S. Federal income tax consequences for Trust
Beneficiaries purchasing and selling shares in the Purchase and Sale Program. This summary is not a
comprehensive summary of all of the U.S. Federal income tax considerations that may be relevant to
a participant in the Program. In particular, this discussion does not apply to Trust Beneficiaries that are
not citizens or residents of the United States or otherwise subject to U.S. Federal income tax on their
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