Beale Street, Home of the Blues, by Act of Congress.: May 2015

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.

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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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

.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

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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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

•

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.)

•

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

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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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.

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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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

.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

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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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

•

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.)

•

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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