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SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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[X] Definitive Proxy Statement
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MetLife, Inc.
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[MetLife Logo]
Notice
of Annual
Meeting
and
Proxy
Statement
2001
[Snoopy Graphic]
3
MetLife, Inc.
One Madison Avenue, New York, NY 10010-3690 [MetLife Logo]
March 20, 2001
Dear Shareholder:
You are cordially invited to attend MetLife, Inc.'s first annual meeting, which
will be held on Tuesday, April 24, 2001 beginning at 10:30 a.m., local time at
the Graduate Center of the City University of New York, Fifth Avenue at East
34th Street, New York, New York.
At the meeting, shareholders will vote on the election of five Class II
Directors and the ratification of the appointment of Deloitte & Touche LLP as
the Company's independent auditors for 2001.
The vote of every shareholder is important. Assure that your shares will be
represented and voted at the meeting by signing and returning the enclosed proxy
form. We have included a postage-paid, pre-addressed envelope to make it
convenient for you to vote your shares.
Sincerely yours,
/s/ Robert H. Benmosche
Robert H. Benmosche,
Chairman of the Board and
Chief Executive Officer
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METLIFE, INC.
ONE MADISON AVENUE
NEW YORK, NY 10010-3690
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NOTICE OF ANNUAL MEETING
The 2001 Annual Meeting of MetLife, Inc. will be held at the Graduate Center of
the City University of New York, Fifth Avenue at East 34th Street, New York, New
York on Tuesday, April 24, 2001 at 10:30 a.m., local time. At the meeting,
shareholders will act upon the following matters:
1. The election of five Class II Directors, each for a term of three
years;
2. The ratification of the appointment of Deloitte & Touche LLP as
MetLife's independent auditors for the year ending December 31, 2001;
and
3. The transaction of such other business as may properly come before the
meeting.
Information about the matters to be acted upon at the meeting is contained in
the accompanying proxy statement.
Shareholders of record at the close of business on March 2, 2001 will be
entitled to vote at the meeting.
By Order of the Board of Directors,
/s/ Gwenn L. Carr
Gwenn L. Carr
Vice-President & Secretary
New York, New York
March 20, 2001
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TABLE OF CONTENTS
Information About Voting.................................... 1
Other Information........................................... 2
Proposal One -- Election of Directors....................... 3
Proposal Two -- Ratification of Appointment of the
Independent Auditors...................................... 6
Corporate Governance........................................ 6
Information about MetLife's Board of Directors......... 6
Information about MetLife's Executive Officers......... 11
Audit Committee Report...................................... 13
Compensation Committee Report on Executive Compensation..... 14
Executive Compensation...................................... 17
Summary Compensation Table............................. 17
Long-Term Incentive Plan Awards in Last Fiscal Year.... 18
Retirement Plan Information............................ 18
Employment-Related Agreements.......................... 20
Performance Graph........................................... 21
Stock Ownership of Directors and Executive Officers......... 22
Ownership of MetLife Common Stock........................... 23
Audit Committee Charter..................................... A-1
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PROXY STATEMENT -- 2001 ANNUAL MEETING
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This Proxy Statement contains information about the 2001 Annual Meeting of
MetLife, Inc. ("MetLife" or "the Company"), which will be held at the Graduate
Center of the City University of New York, Fifth Avenue at East 34th Street, New
York, New York on Tuesday, April 24, 2001 at 10:30 a.m., local time.
This Proxy Statement and the accompanying proxy form which are furnished in
connection with the solicitation of proxies by MetLife's Board of Directors, are
being mailed to shareholders beginning March 20, 2001.
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INFORMATION ABOUT VOTING
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YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the 2001 Annual
Meeting, please take the time to vote your shares by completing and mailing the
enclosed proxy form as soon as possible. We have included a postage-paid,
pre-addressed envelope for your convenience.
SHAREHOLDERS OF RECORD ARE ENTITLED TO VOTE. All MetLife shareholders of record
at the close of business on March 2, 2001 (the "record date") are entitled to
vote at the 2001 Annual Meeting.
If you are the beneficial owner, but not the record owner of MetLife common
stock, you will receive instructions about voting from the bank, broker or other
nominee that is the shareholder of record of your shares. Contact your bank,
broker or other nominee directly if you have questions.
VOTING BY MAIL. Shareholders of record may vote by mail by completing, signing
and returning the enclosed proxy form. If you sign and return the proxy form,
you will be appointing the three people named on it to act as your proxy at the
2001 Annual Meeting. The named proxies will vote your shares as you specify on
the proxy form.
If you return a signed proxy form, but do not specify how your shares are to be
voted, the proxies will vote your shares for the election of the Class II
Directors and for the appointment of Deloitte & Touche LLP as MetLife's
independent auditors for 2001.
VOTING IN PERSON. If you are a shareholder of record or a duly appointed proxy
of a shareholder of record, you may vote in person at the meeting. If your
shares are held in the name of a bank, broker or other nominee, and you wish to
attend the meeting to vote in person, you will have to contact that bank, broker
or other nominee to obtain their proxy. Bring that document with you to the
meeting.
ATTENDING THE 2001 ANNUAL MEETING. Only MetLife shareholders of record or their
duly appointed proxies are entitled to attend the meeting. If you are a MetLife
shareholder of record and wish to attend the meeting, please so indicate on the
proxy form and an admission card will be sent to you. Please bring your
admission card to the meeting. If a bank, broker or other nominee is the record
owner of your shares, you will need to have proof that you are the beneficial
owner to be admitted to the meeting. A recent statement or letter from your bank
or broker would be acceptable proof of your beneficial ownership.
REVOKING YOUR PROXY. To revoke your proxy, you must send your written
revocation to MetLife, Inc., c/o Mellon Investor Services, Midtown Station, P.O.
Box 956, New York, NY 10138-0689. Your revocation must be received before the
polls close for voting.
DISCRETIONARY VOTING BY PROXIES. Apart from the election of the Class II
Directors and the ratification of the appointment of the independent auditors,
the Board of Directors did not receive any notice prior to December 26, 2000
that any other matter might be presented for a vote at the 2001 Annual Meeting.
However, if another matter were to be presented, the proxies would use their own
judgment in deciding whether to vote for or against it.
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VOTING BY METLIFE ASSOCIATES WHO ARE INVESTED IN THE METLIFE STOCK FUND IN THE
SAVINGS AND INVESTMENT PLAN. The Trustee of the Savings and Investment Plan for
Employees of MetLife and Participating Affiliates Company Stock Fund, Mellon
Bank, N.A., will vote the MetLife shares credited to your account in accordance
with the voting instructions that you give to the Trustee. The Trustee will vote
the savings plan shares for which it does not receive voting instructions in the
same proportion as the shares for which it receives voting instructions.
SHARES OUTSTANDING. As of the March 2, 2001 record date, there were 757,051,660
shares of MetLife common stock outstanding and entitled to vote at the 2001
Annual Meeting. Each share outstanding on the record date is entitled to one
vote on each matter to be voted on at the meeting.
QUORUM. In order for business to be conducted at the 2001 Annual Meeting, a
quorum must be present. A quorum will be present if shareholders of record of
one-third or more of MetLife shares outstanding on the record date are present
in person or are represented by proxies.
VOTE REQUIRED TO ELECT DIRECTORS OR TO APPROVE OTHER PROPOSALS. If a quorum is
present at the meeting, the plurality of shares voting shall be sufficient to
elect the Class II Directors. Subject to exceptions set forth in the Company's
Charter, a majority of the shares voting shall be sufficient to approve any
other matter properly before the meeting, including ratifying the appointment of
Deloitte & Touche LLP as MetLife's independent auditors.
TABULATION OF ABSTENTIONS AND BROKER NON-VOTES. Abstentions and broker
non-votes will be counted to determine whether a quorum is present. However, if
a shareholder abstains from voting as to a particular matter, those shares will
not be counted as voting for or against that matter. If a broker or other record
holder of shares returns a proxy form indicating that they do not have
discretionary authority to vote as to a particular matter ("broker non-votes")
those shares will not be counted as voting for or against that matter.
Accordingly, abstentions and broker non-votes will have no effect on the outcome
of a vote.
INSPECTOR OF ELECTION AND CONFIDENTIAL VOTING. The Board of Directors has
appointed Lawrence E. Dennedy, Senior Vice President, MacKenzie Partners, Inc.
to act as Inspector of Election at the 2001 Annual Meeting. The By-Laws of
MetLife provide for confidential voting.
COST OF SOLICITING PROXIES FOR THE 2001 ANNUAL MEETING. MetLife has retained
Mellon Investor Services to assist with the solicitation of proxies from its
shareholders of record for a fee of $9,500 plus expenses. MetLife also will
reimburse banks, brokers, or other nominees for their costs of sending MetLife's
proxy materials to beneficial owners. Directors, officers or other MetLife
employees also may solicit proxies from shareholders in person, or by telephone,
facsimile transmission or other electronic means of communication.
OTHER INFORMATION.
SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING. Rule 14a-8 of the Securities
Exchange Act of 1934, as amended, establishes the eligibility requirements and
the procedures that must be followed for a shareholder's proposal to be included
in a public company's proxy materials. Under the Rule, proposals submitted for
inclusion in MetLife's 2002 proxy materials must be received by the Secretary of
MetLife at One Madison Avenue, New York, NY 10010-3690 on or before the close of
business on November 16, 2001. Proposals must comply with all the requirements
of Rule 14a-8 as well as the requirements of MetLife's By-Laws. A copy of the
By-Laws may be obtained from the Secretary.
ADVANCE NOTICE PROVISIONS. A shareholder who wishes to present a matter for
action at MetLife's 2002 Annual Meeting, but chooses not to do so under SEC Rule
14a-8, must deliver to the Secretary of MetLife on or before December 26, 2001,
a notice containing the information required by the advance notice and other
provisions of the Company's By-Laws. A copy of the By-Laws may be obtained from
the Secretary of MetLife.
METLIFE'S ANNUAL REPORT ON FORM 10-K. To obtain a copy of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000, address your
request on the Internet to http://ir.metlife.com or call 1-800-649-3593.
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PROPOSAL ONE -- ELECTION OF DIRECTORS
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At the 2001 Annual Meeting, five Class II Directors will be elected to hold
office until the 2004 Annual Meeting and until their successors are elected and
qualified. Mr. Allen E. Murray is currently serving as a Class II Director;
however, he is not standing for election because he will be retiring from the
Board effective March 31, 2001.
Each Class II Nominee is currently serving as a Director of MetLife and has
agreed to continue to serve if elected. The Board of Directors has no reason to
believe that any Nominee would be unable to serve as a Director. However, if for
any reason a Nominee should become unable to serve at or before the 2001 Annual
Meeting, the Board could reduce the size of the Board or nominate someone else
for election. If the Board were to nominate someone else to stand for election
at the 2001 Annual Meeting, the proxies could use their discretion to vote for
that other person.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE
FOLLOWING CLASS II NOMINEES:
CURTIS H. BARNETTE, age 66, is Chairman Emeritus of Bethlehem Steel Corporation
and served as its Chairman and Chief Executive Officer from November 1992
through April 2000. Mr. Barnette is Of Counsel to the law firm of Skadden, Arps,
Slate, Meagher & Flom LLP. He is a member of the Business Council, a trustee of
Lehigh University and a member of the Board of Advisors of West Virginia
University. Mr. Barnette received a J.D. degree from Yale Law School and a B.A.
from West Virginia University. He also attended Harvard Business School and
Manchester University. Mr. Barnette has been a Director of MetLife since August
1999 and a Director of Metropolitan Life Insurance Company since 1994.
JOHN C. DANFORTH, age 64, has been a partner in the law firm of Bryan Cave LLP
since 1995. He served in the United States Senate from 1976 to 1995. Senator
Danforth is a director of GenAmerica Financial Corporation, a subsidiary of
MetLife, The Dow Chemical Company and Cerner Corporation. Senator Danforth holds
an A.B. from Princeton University, an L.L.B. from Yale Law School and a Bachelor
of Divinity degree from Yale Divinity School. He is ordained to the clergy of
the Episcopal Church. Senator Danforth has been a Director of MetLife and of
Metropolitan Life Insurance Company since December 2000.
BURTON A. DOLE, JR., age 63, was Chairman of the Board of Nellcor Puritan
Bennett, Incorporated from 1995 until his retirement in 1997. He had been
Chairman of the Board, President and Chief Executive Officer of Puritan Bennett,
Incorporated from 1986 to 1995 and the President and Chief Executive Officer of
Puritan Bennett, Incorporated from 1980 to 1986. He received both a B.S. in
mechanical engineering and an M.B.A. from Stanford University. Mr. Dole has been
a Director of MetLife since August 1999 and a Director of Metropolitan Life
Insurance Company since 1996.
HARRY P. KAMEN, age 67, was Chairman of the Board and Chief Executive Officer of
Metropolitan Life Insurance Company from April 1993 until his retirement in July
1998 and, in addition, was its President from December 1995 to November 1997.
Mr. Kamen is a director of Banco Santander Central Hispano SA (Spain), Bethlehem
Steel Corporation, The National Association of Securities Dealers, Inc. and
Pfizer Inc. Mr. Kamen holds an A.B. from the University of Pennsylvania and an
L.L.B. from Harvard Law School. He has been a Director of MetLife since August
1999 and a Director of Metropolitan Life Insurance Company since 1992.
CHARLES M. LEIGHTON, age 65, was Chairman of the Board and Chief Executive
Officer of the CML Group, Inc. from 1969 until his retirement in March 1998. CML
Group, Inc. filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code in December 1998. Mr. Leighton is a director of FitSense
Technology Company and a trustee of Lahey Clinic. Mr. Leighton holds a B.A. and
an L.L.D. from Bowdoin College and an M.B.A. from Harvard Business School. He
has been a Director of MetLife since August 1999 and a Director of Metropolitan
Life Insurance Company since 1996.
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THE FOLLOWING CLASS I AND CLASS III DIRECTORS ARE CONTINUING IN OFFICE:
CLASS III DIRECTORS -- TERMS TO EXPIRE IN 2002
JAMES R. HOUGHTON, age 64, has been Chairman of the Board Emeritus of Corning
Incorporated since 1996. He was Chairman of the Board of Corning Incorporated
from 1983 until his retirement in 1996. Mr. Houghton is a director of Corning
Incorporated and Exxon Mobil Corporation. He holds a degree from Harvard College
and an M.B.A. from Harvard Business School. Mr. Houghton has been a Director of
MetLife since August 1999 and a Director of Metropolitan Life Insurance Company
since 1975.
HELENE L. KAPLAN, age 67, is Of Counsel to the law firm of Skadden, Arps, Slate,
Meagher & Flom LLP. She is a director of J.P. Morgan Chase & Co., Chase
Manhattan Bank, N.A., Verizon Communications, Inc., The May Department Stores
Company and Exxon Mobil Corporation. Mrs. Kaplan is a member (and former
director) of the Council on Foreign Relations. She is a trustee and Vice-Chair
of The American Museum of Natural History. She is a trustee of the Carnegie
Corporation of New York, The Commonwealth Fund, The J. Paul Getty Trust and the
Institute for Advanced Study. Mrs. Kaplan is a member of the American
Philosophical Society and the Academy of Arts and Sciences. She also is a
trustee of Mount Sinai/NYU Health and Chairman of the Board of Mt. Sinai School
of Medicine. Mrs. Kaplan holds an A.B. degree, cum laude, from Barnard College
and a J.D. degree from New York University Law School. She is the recipient of
an honorary degree from Columbia University. Mrs. Kaplan has been a Director of
MetLife since August 1999 and a Director of Metropolitan Life Insurance Company
since 1987.
STEWART G. NAGLER, age 58, has been Vice-Chairman of the Board and Chief
Financial Officer of MetLife since September 1999. He has been Vice-Chairman of
the Board and Chief Financial Officer of Metropolitan Life Insurance Company
since July 1998, and was its Senior Executive Vice-President and Chief Financial
Officer from April 1993 to July 1998. He is a fellow of the Society of
Actuaries. He is chairman of the Life Insurance Council of New York and a
trustee of the Boys and Girls Club of America and Barnard College. He is
chairman of the board of Polytechnic University of New York. He received a B.S.
in mathematics, summa cum laude, from Polytechnic University. Mr. Nagler has
been a Director of MetLife since August 1999 and a Director of Metropolitan Life
Insurance Company since 1997.
WILLIAM C. STEERE, JR., age 64, is Chairman of the Board of Pfizer Inc. and was
its Chief Executive Officer from 1992 until his retirement in December 2000. Mr.
Steere is a director of Dow Jones & Company, Inc., Minerals Technologies, Inc.,
and Texaco, Inc. Mr. Steere holds a degree from Stanford University. He has been
a Director of MetLife since August 1999 and a Director of Metropolitan Life
Insurance Company since 1997.
JOAN GANZ COONEY, age 71, has been Chairman of the Executive Committee of
Children's Television Workshop since 1990. She is a director of Johnson &
Johnson Inc. and Edison Schools, Inc. Mrs. Cooney holds a B.A. in Education from
the University of Arizona. She has been a Director of MetLife since August 1999
and a Director of Metropolitan Life Insurance Company since 1980.
CLASS I DIRECTORS -- TERMS TO EXPIRE IN 2003
ROBERT H. BENMOSCHE, age 56, has been Chairman of the Board, President and Chief
Executive Officer of MetLife since September 1999. He has been Chairman of the
Board, President and Chief Executive Officer of Metropolitan Life Insurance
Company since July 1998; he was President and Chief Operating Officer from
November 1997 to June 1998, and Executive Vice-President from September 1995 to
October 1997. Previously, he was Executive Vice-President of PaineWebber Group
Incorporated from 1989 to 1995. He is a member of the board of trustees of
Alfred University and the board of directors of the New York Philharmonic. He
holds a B.S. in mathematics from Alfred University. Mr. Benmosche has been a
Director of MetLife since August 1999 and a Director of Metropolitan Life
Insurance Company since 1997.
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GERALD CLARK, age 57, has been Vice-Chairman of the Board and Chief Investment
Officer of MetLife since September 1999. He has been Vice-Chairman of the Board
and Chief Investment Officer of Metropolitan Life Insurance Company since July
1998. He was Senior Executive Vice-President and Chief Investment Officer from
December 1995 to July 1998, and was Executive Vice-President and Chief
Investment Officer from September 1992 to December 1995. Mr. Clark is a director
of Credit Suisse Group. He is a member of the Board of Trustees of Villanova
University. He holds a B.A. degree from Miami (Ohio) University and an M.B.A.
from Rutgers University. Mr. Clark has been a Director of MetLife since August
1999 and a Director of Metropolitan Life Insurance Company since 1997.
JOHN J. PHELAN, JR., age 69, has been a senior advisor to the Boston Consulting
Group since 1992. Prior to that time, Mr. Phelan was Chairman and Chief
Executive Officer of the New York Stock Exchange, Inc. Mr. Phelan is a director
of Eastman Kodak Company and Merrill Lynch & Co. He holds a degree from Adelphi
University. Mr. Phelan has been a Director of MetLife since August 1999 and a
Director of Metropolitan Life Insurance Company since 1985.
HUGH B. PRICE, age 59, has been President and Chief Executive Officer of the
National Urban League, Inc. since 1994. Mr. Price is a director of Sears,
Roebuck and Co. and Verizon Communications, Inc. He is a graduate of Amherst
College and Yale Law School. Mr. Price has been a Director of MetLife since
August 1999 and a Director of Metropolitan Life Insurance Company since 1994.
RUTH J. SIMMONS, age 55, has been President of Smith College since 1995 and in
November 2000 was appointed President of Brown University effective July 1,
2001. Previously, she was Vice-Provost of Princeton University from 1992 to
1995. Dr. Simmons is a director of Goldman, Sachs & Co., Pfizer Inc. and Texas
Instruments, Inc. Dr. Simmons holds a master's degree and a Ph.D. in romance
languages from Harvard University and a B.A. from Dillard University. She has
been a Director of MetLife since August 1999 and a Director of Metropolitan Life
Insurance Company since 1995.
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PROPOSAL TWO -- RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITORS
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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE TO RATIFY THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS METLIFE'S INDEPENDENT AUDITORS FOR THE YEAR ENDING
DECEMBER 31, 2001.
Deloitte & Touche LLP ("Deloitte") has served as independent auditors of MetLife
and Metropolitan Life Insurance Company and most of its subsidiaries for many
years. Its long-term knowledge of the MetLife group of companies has enabled it
to carry out its audits of MetLife's financial statements with effectiveness and
efficiency.
For the year ended December 31, 2000, Deloitte billed MetLife the following fees
for its services:
Audit Fees.................................................. $ 12.3 million
Financial Information Systems Design and Implementation
Fees...................................................... $ 2.6 million
All Other Fees.............................................. $ 12.7 million
At a meeting held in December 2000, the Audit Committee of the Board of
Directors considered whether Deloitte's provision of financial systems design
and implementation and all other non-audit services to MetLife is compatible
with Deloitte maintaining its independence.
Based on the recommendation of the Audit Committee, the Board of Directors
appointed Deloitte as MetLife's independent auditors for the year ending
December 31, 2001. The appointment is subject to ratification by MetLife
shareholders at the 2001 Annual Meeting.
Representatives of Deloitte will attend the 2001 Annual Meeting. They will have
an opportunity to make a statement if they desire to do so, and they will be
available to respond to appropriate questions.
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CORPORATE GOVERNANCE
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INFORMATION ABOUT METLIFE'S BOARD OF DIRECTORS.
RESPONSIBILITIES AND COMPOSITION OF THE BOARD OF DIRECTORS. The Board of
Directors reviews MetLife's policies and business strategies and advises and
counsels the Chief Executive Officer and the other executive officers who manage
MetLife's business. The Board currently consists of 16 Directors, 13 of whom are
Outside Directors. An "Outside Director" is a Director who is not an officer or
employee of MetLife or of any entity controlling, controlled by or under common
control with MetLife, and who is not the beneficial owner of a controlling
interest in the voting stock of MetLife or of any entity controlling, controlled
by or under common control with MetLife.
MetLife's Board of Directors is divided into three classes. One class is elected
each year to hold office for a term of three years. Of the 16 current Directors,
five are Class I Directors with terms expiring at the 2003 Annual Meeting, six
are Class II Directors with terms expiring at the 2001 Annual Meeting, and five
are Class III Directors with terms expiring at the 2002 Annual Meeting. Allen E.
Murray, currently a Class II Director, will retire from the Board effective
March 31, 2001 after having served as a Director of MetLife since August 1999
and of Metropolitan Life Insurance Company since February 1983. Joan Ganz
Cooney, a Class III Director, will retire on November 30, 2001 in accordance
with the Board's retirement policy for Directors.
Information about the Class II Nominees and the Class I and Class III Directors
continuing in office is presented on pages 3, 4 and 5 of this Proxy Statement.
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BOARD COMMITTEES. There are five standing Committees of MetLife's Board of
Directors. These Committees perform essential functions on behalf of the Board.
The Committee Chairmen review and approve agendas for all meetings of their
respective Committees. The responsibilities of each of the Committees are
summarized below. Only Outside Directors may be members of the Audit,
Compensation and Governance and Finance Committees. At least one-third of the
members of the Corporate Social Responsibility Committee and the Executive
Committee must consist of Outside Directors. Currently, Mr. Benmosche is the
only employee Director who is a member of the Executive Committee. Messrs. Clark
and Nagler are members of the Corporate Social Responsibility Committee. All
other members of those two Committees are Outside Directors.
THE AUDIT COMMITTEE
MEMBERS: James R. Houghton, Chairman
John C. Danforth
Burton A. Dole, Jr.
John J. Phelan, Jr.
Hugh B. Price
William C. Steere, Jr.
MEETINGS IN 2000: 5
RESPONSIBILITIES: - Responsible for overseeing management's conduct of
MetLife's financial reporting and internal control
processes.
- Recommends for approval of the Board of Directors the
selection and engagement of MetLife's independent
auditors and the terms of their engagement.
- Reviews the scope, plans and results of the internal
and external audits of MetLife and its financial
statements.
- Reviews reports of MetLife's internal and external
auditors about the financial condition of MetLife and
the integrity of MetLife's financial reporting
processes and procedures.
- Reviews reports concerning the significant business
and financial risks and exposures of MetLife and
reviews reports evaluating the adequacy of MetLife's
internal controls in connection with such risks and
exposures, including, but not limited to, accounting
and audit controls over cash, securities, receipts,
disbursements and other financial transactions.
- Reviews MetLife's policies on ethical business conduct
and reviews reports concerning the monitoring of
compliance with such policies.
- Meets regularly, in executive session, with MetLife's
internal and external auditors.
- Considers whether the provision of financial
information systems design and implementation services
and other non-audit services to MetLife by its
independent auditors is compatible with the auditors'
independence.
AUDIT COMMITTEE'S REPORT AND AUDIT COMMITTEE CHARTER.
The Audit Committee Report is presented on page 13 of
this Proxy Statement. A copy of the Audit Committee
Charter is set forth in Appendix A to this Proxy
Statement on pages A-1 through A-2.
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THE COMPENSATION COMMITTEE
MEMBERS: Allen E. Murray, Chairman
Joan Ganz Cooney
James R. Houghton
Charles M. Leighton
Ruth J. Simmons
William C. Steere, Jr.
MEETINGS IN 2000: 6
RESPONSIBILITIES: - Oversees the development and administration of
MetLife's executive compensation and benefit programs.
- Evaluates the performance of the Chief Executive
Officer.
- Reviews and make recommendations to the Board of
Directors about the total compensation, including base
salaries and annual and long-term incentives, of the
Chief Executive Officer and the other executive
officers.
- Reviews and makes recommendations to the Board of
Directors about MetLife's stock-based incentive
programs and oversees the administration of such
programs.
- Makes recommendations to the Board of Directors about
the election or appointment of MetLife's principal
officers, including the executive officers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION. No member of the Compensation Committee
is or at any time has been an officer or employee of
MetLife or any of its subsidiaries. No executive officer
of MetLife has served as a director or member of the
compensation committee (or other committee serving an
equivalent function) of any other entity, one of whose
executive officers is or has been a Director of MetLife
or a member of MetLife's Compensation Committee.
COMPENSATION COMMITTEE'S REPORT. The Compensation
Committee Report on Executive Compensation is presented
on pages 14 through 16 of this Proxy Statement.
THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
MEMBERS: Joan Ganz Cooney, Chairman
Curtis H. Barnette
Gerald Clark
John C. Danforth
Burton A. Dole, Jr
Helene L. Kaplan
Stewart G. Nagler
Hugh B. Price
MEETINGS IN 2000: 2
RESPONSIBILITIES: - Oversees MetLife's charitable contributions programs
and public benefit programs.
- Oversees MetLife's other corporate responsibility
matters.
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THE GOVERNANCE AND FINANCE COMMITTEE
MEMBERS: Helene L. Kaplan, Chairman
James R. Houghton
Harry P. Kamen
Allen E. Murray
John J. Phelan, Jr.
William C. Steere, Jr.
MEETINGS IN 2000: 8
RESPONSIBILITIES: - Recommends to the Board of Directors nominees for
election as Directors. The Committee will consider
shareholder nominations for Directors that meet the
requirements of MetLife's By-Laws. A copy of the
By-Laws may be obtained from the Secretary of MetLife.
- Makes recommendations to the Board of Directors about
the governance and operation of the Board of Directors
and its Committees.
- Makes recommendations to the Board of Directors about
the compensation of Outside Directors, and the
administration of the 2000 Directors Stock Plan and
any stock awards under that Plan to Outside Directors.
- Reviews and makes recommendations to the Board of
Directors about matters that relate to the status of
MetLife as a publicly traded company.
- Reviews and makes recommendations to the Board of
Directors about management's proposals concerning
MetLife's financial policies and strategies, capital
structure, and dividend policies.
- Consults with management and makes recommendations to
the Board of Directors about securities offerings and
stock repurchase programs proposed by management.
- Reviews and makes recommendations to the Board of
Directors about the financial aspects of acquisitions
and divestitures proposed by management in conformity
with guidelines established from time to time by the
Board of Directors.
THE EXECUTIVE COMMITTEE
MEMBERS: Robert H. Benmosche, Chairman
James R. Houghton
Harry P. Kamen
Helene L. Kaplan
Charles M. Leighton
Allen E. Murray
John J. Phelan, Jr.
MEETINGS IN 2000: None
RESPONSIBILITIES: - During the intervals between meetings of the Board of
Directors, may exercise the powers and authority of
the Board of Directors in the management of the
property, affairs and business of MetLife.
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BOARD AND COMMITTEE MEETINGS IN 2000. In 2000, there were 16 regular and
special meetings of the Board of Directors and 21 Committee meetings. All
Directors attended more than 75% of all meetings of the Board of Directors and
the Committees on which he or she served during 2000.
DIRECTORS' RETAINER AND ATTENDANCE FEES. Outside Directors of MetLife receive
an annual retainer fee of $60,000. Effective as of January 1, 2001, Outside
Directors of Metropolitan Life Insurance Company receive an annual retainer fee
of $40,000. Outside Directors who serve as Chairmen of Board Committees of
MetLife or of Metropolitan Life Insurance Company receive an additional $5,000
annual retainer. Outside Directors of MetLife and of Metropolitan Life Insurance
Company are paid attendance fees of $1,000 for each Board or Committee meeting
they attend. Directors may defer the receipt of the payment of all or a portion
of their retainer and attendance fees.
THE 2000 DIRECTORS STOCK PLAN. Under the MetLife 2000 Directors Stock Plan, the
Governance and Finance Committee may determine that up to 50% of a MetLife
Outside Director's retainer and attendance fees will be paid in stock awards
consisting of stock options, stock grants or a combination of both. The exercise
price of any stock options granted to Outside Directors of MetLife shall be no
less than the fair market value of a share of MetLife common stock on the date
the stock option is granted. Any stock awards made before the fifth anniversary
of the effective date of Metropolitan Life Insurance Company's demutualization
would replace all or any portion of the Outside Directors' fees otherwise
payable in cash. No stock options may be awarded and no stock grants may be made
under the Directors Stock Plan before May 1, 2001.
After April 7, 2002, at his or her election, an Outside Director of MetLife may
receive stock in lieu of all or a portion of the retainer and attendance fees
that otherwise would be payable to him or her in cash. Up to a maximum of
500,000 shares of common stock may be issued for stock grants under the
Directors Stock Plan. None of the fees payable for service as an Outside
Director of Metropolitan Life Insurance Company is payable in stock awards.
Any MetLife common stock received by a MetLife Director in lieu of fees under
the Directors Stock Plan may not be sold before April 7, 2002, the second
anniversary of the effective date of Metropolitan Life Insurance Company's
demutualization. Any stock options granted under the Directors Stock Plan would
be exercisable at any time after April 7, 2002. An Outside Director of MetLife
may elect to defer receipt of any shares issuable under the terms of the
Directors Stock Plan in lieu of their retainer and attendance fees and any
dividends payable on the shares until after he or she is no longer a Director of
MetLife.
The MetLife Board of Directors may terminate, modify or amend the Directors
Stock Plan at any time, subject, in certain instances, to shareholder approval,
and, if prior to April 7, 2005, the fifth anniversary of the effective date of
Metropolitan Life Insurance Company's demutualization, the approval of the New
York Superintendent of Insurance.
DIRECTORS' BENEFIT PROGRAMS. MetLife provides $200,000 of life insurance to
each Outside Director. MetLife will recover the premiums for each policy upon
the death of the Director. The cost to MetLife of providing this life insurance
is nominal. MetLife also provides each Outside Director with business travel
accident insurance coverage while traveling on MetLife business. Outside
Directors are eligible to participate in MetLife's Long-Term Care Insurance
Program on a fully contributory basis.
DIRECTORS' RETIREMENT POLICY. The retirement policy adopted by the Board of
Directors provides that no Director shall serve as a member of MetLife's Board
after the last day of the calendar month in which he or she reaches the age of
72. In addition, (with limited exceptions) no Director who is also an officer of
MetLife shall serve as a Director when he or she retires as an officer of
MetLife or Metropolitan Life Insurance Company. The policy also provides that,
except for normal retirement from his or her principal occupation, each Director
shall offer to resign from the Board whenever there is a change or
discontinuance of his or her principal occupation or a significant change in his
or her business or professional responsibilities.
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CHARITABLE GIFT PROGRAM. Outside Directors elected as Directors of Metropolitan
Life Insurance Company prior to October 1, 1999 participate in a charitable gift
program under which each may recommend one or more charitable or educational
institutions to receive, in the aggregate, a $1 million contribution from
Metropolitan Life Insurance Company in the name of that Director upon the
Director's death. In connection with this program, Metropolitan Life Insurance
Company purchased and pays the $1,613,912 premiums on life insurance policies
covering the participating Outside Directors. Death benefits under the policies
will be paid to Metropolitan Life Insurance Company. Outside Directors of
MetLife and of Metropolitan Life Insurance Company elected on or after October
1, 1999 are not eligible to participate in this program.
CONSULTING AGREEMENT. A consulting agreement for the period of July 1, 1999
through June 30, 2000 between Mr. Kamen and Metropolitan Life Insurance Company
expired on June 30, 2000. Mr. Kamen was paid $50,000 for the services he
rendered under the agreement, and Metropolitan Life Insurance Company provided
to him, at no charge, an office, secretarial support and a car for his use in
connection with the consulting agreement.
CERTAIN RELATIONS AND RELATED PARTY TRANSACTIONS. Helene L. Kaplan and Curtis
H. Barnette, Directors of MetLife, are both Of Counsel to Skadden, Arps, Slate,
Meagher & Flom LLP, which performs legal services for MetLife and its
affiliates.
INFORMATION ABOUT METLIFE'S EXECUTIVE OFFICERS.
ROBERT H. BENMOSCHE, age 56, has been Chairman of the Board, President and Chief
Executive Officer of MetLife since September 1999. He has been Chairman of the
Board, President and Chief Executive Officer of Metropolitan Life Insurance
Company since July 1998, President and Chief Operating Officer from November
1997 to June 1998, and Executive Vice-President from September 1995 to October
1997. Previously, he was Executive Vice-President of PaineWebber Group
Incorporated from 1989 to 1995.
GERALD CLARK, age 57, has been Vice-Chairman of the Board and Chief Investment
Officer of MetLife since September 1999. He has been Vice-Chairman of the Board
and Chief Investment Officer of Metropolitan Life Insurance Company since July
1998, Senior Executive Vice-President and Chief Investment Officer from December
1995 to July 1998, and Executive Vice-President and Chief Investment Officer
from September 1992 to December 1995.
STEWART G. NAGLER, age 58, has been Vice-Chairman of the Board and Chief
Financial Officer of MetLife since September 1999. He has been Vice-Chairman of
the Board and Chief Financial Officer of Metropolitan Life Insurance Company
since July 1998, and was its Senior Executive Vice-President and Chief Financial
Officer from April 1993 to July 1998.
GARY A. BELLER, age 62, has been Senior Executive Vice-President and General
Counsel of MetLife since September 1999 and of Metropolitan Life Insurance
Company since February 1998. He was Executive Vice-President and General Counsel
of Metropolitan Life Insurance Company from August 1996 to January 1998, and
Executive Vice-President and Chief Legal Officer from November 1994 to July
1996.
JAMES M. BENSON, age 54, has been President of Individual Business of MetLife
since September 1999 and of Individual Business of Metropolitan Life Insurance
Company since May 1999. He has been Chairman of the Board of New England Life
Insurance Company since May 1998, Chief Executive Officer since January 1998,
and President since June 1997. He was Chief Operating Officer of New England
Life Insurance Company from June 1997 to December 1997. Mr. Benson was the
President and Chief Operating Officer of The Equitable Companies Incorporated
from February 1996 to May 1997, and was President of The Equitable Life
Assurance Society of the United States from February 1994 to May 1997, Chief
Executive Officer from February 1996 to May 1997, and Chief Operating Officer
from February 1994 to February 1996.
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C. ROBERT HENRIKSON, age 53, has been President of Institutional Business of
MetLife since September 1999 and President of Institutional Business of
Metropolitan Life Insurance Company since May 1999. He was Senior Executive
Vice-President, Institutional Business, of Metropolitan Life Insurance Company,
from December 1997 to May 1999, Executive Vice-President, Institutional
Business, from January 1996 to December 1997, Executive Vice-President,
Pensions, from January 1995 to January 1996, and Senior Vice-President,
Pensions, from January 1991 to January 1995.
CATHERINE A. REIN, age 58, has been Senior Executive Vice-President of MetLife
since September 1999 and President and Chief Executive Officer of Metropolitan
Property and Casualty Insurance Company since March 1999. She has been Senior
Executive Vice-President of Metropolitan Life Insurance Company since February
1998 and was Executive Vice-President from October 1989 to February 1998.
WILLIAM J. TOPPETA, age 52, has been President of Client Services and Chief
Administrative Officer of MetLife since September 1999 and President of Client
Services and Chief Administrative Officer of Metropolitan Life Insurance Company
since May 1999. He was Senior Executive Vice-President, Head of Client Services,
of Metropolitan Life Insurance Company from March 1999 to May 1999, Senior
Executive Vice-President, Individual Business, from February 1998 to March 1999,
Executive Vice-President, Individual Business, from July 1996 to February 1998,
Senior Vice-President from October 1995 to July 1996 and President and Chief
Executive Officer, Canadian Operations, from January 1994 to October 1995.
JOHN H. TWEEDIE, age 55, has been Senior Executive Vice-President of MetLife
since September 1999 and Senior Executive Vice-President, Finance and
International, of Metropolitan Life Insurance Company since March 1999. He was
Senior Executive Vice-President of Metropolitan Life Insurance Company from May
1998 to March 1999 and Executive Vice-President from January 1994 to April 1998.
LISA M. WEBER, age 39, has been Executive Vice-President of MetLife and
Metropolitan Life Insurance Company since December 1999 and head of Human
Resources since March 1998. She was Senior Vice-President of MetLife from
September 1999 to November 1999 and Senior Vice-President of Metropolitan Life
Insurance Company from March 1998 to November 1999. Previously, she was Senior
Vice-President of Human Resources of PaineWebber Group Incorporated, where she
was employed for ten years.
JUDY E. WEISS, age 48, has been Chairman of the Board and Chief Executive
Officer of MetLife Bank since February 2001. Previously, she was Executive-Vice
President of MetLife from July 1, 2000 to February 2001, Executive
Vice-President and Chief Actuary of MetLife from September 1999 to July 1, 2000
and Executive Vice-President and Chief Actuary of Metropolitan Life Insurance
Company from February 1998 to July 1, 2000. She was Senior Vice-President and
Chief Actuary of Metropolitan Life Insurance Company from June 1996 to February
1998 and Senior Vice-President from May 1991 to June 1996.
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AUDIT COMMITTEE REPORT
--------------------------------------------------------------------------------
This report is submitted by the Audit Committee of MetLife's Board of Directors.
All members of the Audit Committee are "independent directors" as defined by the
regulations of the New York Stock Exchange. They each are "financially literate"
and possess "accounting or related financial management expertise" as such
literacy and expertise are defined by the Board of Directors in conformity with
the rules of the New York Stock Exchange.
In accordance with the formal, written Charter of the Audit Committee that was
adopted and approved by the Board of Directors in April 2000, the Audit
Committee, on behalf of the Board, is responsible for overseeing management's
conduct of MetLife's financial reporting and internal control processes. A copy
of the Audit Committee's Charter, the adequacy of which was reviewed, reassessed
and confirmed in February 2001, is set forth on Appendix A, pages A-1 through
A-2 of this Proxy Statement.
Having taken note that management is responsible for preparing MetLife's
financial statements and that the firm of Deloitte & Touche LLP ("Deloitte"), as
MetLife's independent auditors, is responsible for auditing MetLife's financial
statements in accordance with generally accepted auditing standards, the Audit
Committee reviewed and discussed MetLife's audited financial statements for the
period ended December 31, 2000 (the "2000 financial statements") with management
and with Deloitte.
As required by SAS 61, Deloitte discussed with the Committee its judgments about
the clarity, consistency and completeness of the 2000 financial statements and
related disclosures.
The Audit Committee received from Deloitte the written disclosures and the
letter required by Independence Standards Board Standard No. 1 regarding
Deloitte's independence and had discussions with Deloitte about its
independence.
In reliance upon the reviews and discussions with management and with Deloitte
as described above, and the Board of Directors' receipt of a letter from
Deloitte dated February 9, 2001 stating that the 2000 financial statements
present fairly, in all material respects, the consolidated financial position of
MetLife and subsidiaries at December 31, 2000 and 1999, and the consolidated
results of their operations and their consolidated cash flows for each of the
three years in the period ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America, the Audit
Committee recommended to the Board of Directors that MetLife's 2000 financial
statements be included in MetLife's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 for filing with the Securities and Exchange
Commission.
Respectfully,
James R. Houghton, Chairman
John C. Danforth
Burton A. Dole, Jr.
John J. Phelan, Jr.
Hugh B. Price
William C. Steere, Jr.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
This report on executive compensation is submitted by the Compensation Committee
of MetLife's Board of Directors. The Committee, which consists entirely of
Outside Directors, oversees the development and administration of MetLife's
executive compensation programs and receives regular reports concerning the
administration of such programs. The Committee evaluates the performance of the
Chief Executive Officer and makes recommendations to the Board of Directors
concerning his compensation. The Committee also reviews and recommends to the
Board of Directors total compensation, which consists of base salary and annual
and long-term incentives, for MetLife's executive officers, including executive
officers named in the Summary Compensation Table on page 17 (the "Named
Executive Officers").
COMPENSATION OBJECTIVES
The objectives of MetLife's executive compensation and benefit programs are to:
- Provide total compensation opportunities that will attract, retain, reward and
motivate executives;
- Align the financial interests of the Company's executives and its
shareholders; and
- Provide strong incentives for executives to build shareholder value over time.
COMPENSATION PHILOSOPHY
MetLife's compensation philosophy is to provide total compensation opportunities
that are competitive within the insurance industry and the broader financial
services industry. MetLife generally positions its executive compensation levels
to be competitive within a range of the median to the third quartile of
insurance and financial services companies. The Committee relies on an
independent compensation consultant and national surveys for advice and
information on competitive compensation practices and trends in the marketplace.
A substantial portion of each executive's total compensation is and will
continue to be at risk based on corporate, business unit and individual
performance.
Because of specific regulatory constraints related to Metropolitan Life
Insurance Company's demutualization, MetLife was unable to use stock-based
incentives during 2000. Beginning in April 2001, the Committee will be able to
grant stock options and to make long-term incentive payments in stock to the
Company's executives. However, the maximum number of shares the Committee may
use is 5% of the shares outstanding immediately after the effectiveness of the
plan of demutualization, subject to reduction if stock options are granted to
members of the Company's Board of Directors. (See "The 2000 Directors Stock
Plan" on page 10.) Thus, in the future, substantial portions of executive
compensation currently paid in cash will be replaced with stock incentives that
will be at risk for the Company's stock price performance.
COMPENSATION COMPONENTS
Total compensation consists of base salary and annual and long-term incentive
opportunities.
BASE SALARY
Each executive officer is paid a base salary that is intended to reflect
competitive market conditions.
ANNUAL INCENTIVES
The purposes of the MetLife Annual Variable Incentive Plan (the "AVIP") are to:
- Provide competitive opportunities commensurate with Company performance;
- Align total annual incentive pay with the Company's annual business results;
and
- Make a significant portion of total compensation variable based upon Company,
business unit and individual performance.
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At the beginning of each calendar year, the Committee determines performance
measures and goals based on the Company's business plan. Those goals, such as
operating earnings and return on equity, are used as a basis for determining the
maximum incentive pool that would be available for distribution. The actual pool
approved by the Committee is allocated among the various business units based on
each unit's performance as compared with the objectives set for it at the
beginning of the performance period and overall Company results. In all
incentive award determinations, individual performance, as compared with
established objectives and relative contributions among the AVIP participants,
are significant factors in the determination of the amount of an individual's
actual incentive award. The Committee recommends individual incentive awards for
executive officers to the Board of Directors for approval.
Each of the Named Executive Officers participates in the AVIP. In 2000, Mr.
Benson participated in the New England Short-Term Incentive Plan, which is
identical to the AVIP.
LONG-TERM INCENTIVES
The purposes of the MetLife Long-Term Performance Compensation Plan (the
"Long-Term Plan") are to:
- Align executives' and shareholders' interests;
- Encourage executives to take a long-term strategic perspective; and
- Motivate and reward performance that supports the Company's long-term
performance objectives.
The Long-Term Plan covers a three-year performance period (the "Performance
period"). The Committee establishes the incentive opportunity targets (expressed
as a percentage of average base salary) for each category of Plan participant
for each Performance period. At the beginning of each Performance period,
management recommends to the Committee individual incentive opportunities for
each participant. The Committee may approve a higher or lower incentive
opportunity for a particular individual based on his or her potential impact on
the Company's long-term business results.
At the time it establishes incentive opportunity targets, the Committee also
determines the financial and strategic business goals against which corporate
performance will be measured. At the end of the Performance period, the
Committee considers the extent to which the corporate performance goals have
been met and determines the amount which may be awarded to participants with
respect to performance for such period.
Individual awards reflect each participant's incentive opportunity, as well as
corporate performance. In addition, a participant's award may be adjusted
depending on the performance of their line of business, individual performance
and/or changes in his or her responsibilities. The Committee recommends
individual awards to the Board of Directors for approval. No amount shall become
payable unless it is approved by the Board of Directors.
Each of the Named Executive Officers participates in the Long-Term Plan.
CEO COMPENSATION
Mr. Benmosche's base salary in 2000 was $1,000,000. His annual incentive award
under the AVIP for 2000 was $3,400,000, and his long-term incentive award under
the Long-Term Plan for the 1998 - 2000 Performance period was $4,484,200. Mr.
Benmosche's total compensation for 2000 is detailed in the Summary Compensation
Table on page 17. In determining his annual incentive award for 2000, the
Committee considered Mr. Benmosche's substantial contributions to the Company's
performance as measured against the goals set by the Committee and approved by
the Board in December 1999. Such goals included:
- Attaining specific financial objectives, such as premium and fees, operating
earnings and earnings per share;
- Maintaining or improving the credit ratings of the Company and its
subsidiaries;
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- Leading the Company's transformation toward a more performance-oriented
organization appropriate for a publicly traded company;
- Positioning the Company to enter the banking business; and
- Completing several strategic acquisitions and divestitures.
In determining his Long-Term Plan award, the Committee evaluated the Company's
performance as compared with preset financial goals, as well as Mr. Benmosche's
performance as compared with strategic goals similar to those listed above.
Mr. Benmosche's total compensation for 2000 reflects the Committee's judgment
that he either met or exceeded each of the foregoing goals.
Taking into account provisions of the New York State Insurance Law, the
Committee did not base its decisions regarding Mr. Benmosche's compensation on
the successful completion of the demutualization of Metropolitan Life Insurance
Company and the initial public offering of MetLife's common stock during 2000.
It did, however, note Mr. Benmosche's leadership role in effecting these two
successful transactions.
OTHER COMPENSATION AND BENEFIT PROGRAMS
The Named Executive Officers also participate in MetLife's broad-based employee
benefits program that includes a pension program, a savings and investment plan,
group health and disability coverage, group life insurance, and other benefit
plans. Further details on the pension programs of the Company and New England
Financial are provided on pages 18 through 20.
DEDUCTIBILITY OF COMPENSATION
It is the Committee's intent that all compensation paid to MetLife's executives
be tax-deductible to the Company; however, the Committee reserves the right to
pay non-deductible compensation if it believes that it is in the best interests
of the Company to do so. Section 162(m) of the Internal Revenue Code of 1986, as
amended, generally disallows a tax deduction to public companies for annual
compensation over $1,000,000 paid to their Chief Executive Officer and certain
other highly compensated executive officers. Generally excluded from the
calculation of the $1,000,000 cap is compensation that is based on the
attainment of pre-established, objective performance goals. The Committee
intends to submit its executive compensation plans to shareholders for their
approval at appropriate times to ensure deductibility under Section 162(m). The
Committee believes that all compensation paid or awarded in 2000 will be fully
deductible.
Respectfully,
Allen E. Murray, Chairman
Joan Ganz Cooney
James R. Houghton
Charles M. Leighton
Ruth J. Simmons
William C. Steere, Jr.
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EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
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SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------- ------------
OTHER ANNUAL LTIP(2) ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION PAYOUTS COMPENSATION
--------------------------- ---- ------ -------- ------------ ------------ ------------
Robert H. Benmosche,
Chairman of the Board,
President and Chief
Executive Officer........ 2000 $1,000,000 $3,400,000 -- $4,484,200 $366,242(3)
1999 1,000,000 2,714,200 -- 3,422,200 225,143
Stewart G. Nagler, Vice-
Chairman of the Board and
Chief Financial
Officer.................. 2000 630,000 1,200,000 -- 2,488,600 141,413(3)
1999 630,000 1,100,000 -- 2,387,000 133,741
Gerald Clark, Vice-Chairman
of the Board and Chief
Investment Officer....... 2000 630,000 1,000,000 -- 2,460,298 137,047(3)
1999 630,000 900,000 -- 2,387,000 138,986
James M. Benson, President,
Individual Business;
Chairman, President and
Chief Executive Officer,
New England Life
Insurance Company........ 2000 600,000 900,000 -- 2,200,000 38,049(4)
1999 600,000 900,000 $737,549(5) 1,800,000 38,130
C. Robert Henrikson,
President, Institutional
Business................. 2000 522,500 900,000 -- 1,931,600 123,828(3)
1999 500,000 875,000 -- 1,743,000 92,543
----------------------------------------------------------------------------------------------------------
---------------
(1) Annual incentive awards based on 2000 performance were paid in the first
quarter of 2001. For all Named Executive Officers, other than Mr. Benson,
such award was paid pursuant to the MetLife Annual Variable Incentive Plan.
Mr. Benson's award was paid pursuant to The New England Short-Term Incentive
Plan.
(2) Long-Term Performance Compensation Plan payments to all Named Executive
Officers for services performed during the three-year performance period
1998-2000 were made in the first quarter of 2001 pursuant to the MetLife
Long-Term Performance Compensation Plan. Awards for the 1999-2001
performance period will be payable in 2002.
(3) Includes contributions to the Savings and Investment Plan for Employees of
MetLife and Participating Affiliates of $6,800 for each of the Named
Executive Officers; MetLife contributions to, or with respect to, the
Auxiliary Savings and Investment Plan as follows: Mr. Benmosche: $141,768;
Mr. Nagler: $62,400; Mr. Clark: $54,400; and Mr. Henrikson: $49,100;
payments representing the dollar value of the benefit of the portion of
split dollar life insurance premiums paid by MetLife as follows: Mr.
Benmosche: $217,674; Mr. Nagler: $72,213; Mr. Clark: $75,847; and Mr.
Henrikson: $67,928.
(4) Includes contributions to The New England 401(k) Plan and Trust of $8,450;
$26,129 to The New England Life Insurance Company Select Employees
Supplemental 401(k) Plan and $270 representing the premium paid by New
England Life Insurance Company with respect to term life insurance covering
Mr. Benson, and a one-time $3,200 payment at the time of the conversion from
the New England Financial payroll system to the MetLife payroll system.
(5) Amount paid on Mr. Benson's behalf pursuant to the New England Financial
Relocation Policy.
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LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR.
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
PERFORMANCE PRICE-BASED PLANS
PERIOD ----------------------------------------
UNTIL ESTIMATED
MATURATION THRESHOLD TARGET MAXIMUM
NAME OR PAYOUT PAYMENT PAYMENT(A) PAYMENT
---- ----------- ---------- ----------- -----------
Robert H. Benmosche...................... 2000-2002 $0 $2,500,000 $5,000,000
Stewart G. Nagler........................ 2000-2002 $0 1,260,000 2,520,000
Gerald Clark............................. 2000-2002 $0 1,260,000 2,520,000
James M. Benson.......................... 2000-2002 $0 1,200,000 2,400,000
C. Robert Henrikson...................... 2000-2002 $0 1,050,000 2,100,000
---------------
(a) Estimated target payments under the MetLife Long-Term Performance
Compensation Plan for the 2000-2002 performance period. Actual payments will
reflect each participant's incentive opportunity as well as corporate and
individual performance over the three-year performance period.
RETIREMENT PLAN INFORMATION.
METLIFE RETIREMENT PLAN INFORMATION. The following table shows the estimated
annual retirement benefits payable at normal retirement age (generally 65) to a
person retiring with the indicated final average pay and years of credited
service on a 30% joint and survivor basis, if married, and on a straight life
annuity basis with a 5-year guarantee, if single, under the Metropolitan Life
Retirement Plan for United States Employees ("Retirement Plan"), as supplemented
by the Metropolitan Life Supplemental Retirement Benefit Plan ("Supplemental
Retirement Plan"), each as described below. Except for Mr. Benson, each of the
Named Executive Officers participates in the Retirement Plan and the
Supplemental Retirement Plan. Effective January 1, 2001, Mr. Benson participates
in the Retirement Plan and the Supplemental Retirement Plan.
ESTIMATED ANNUAL BENEFITS AT RETIREMENT
WITH INDICATED YEARS OF CREDITED SERVICE
FINAL
AVERAGE PAY 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
----------- -------- -------- ---------- ---------- ---------- ---------- ---------- ----------
$ 500,000 $ 41,400 $ 82,800 $ 124,200 $ 165,500 $ 206,900 $ 248,300 $ 289,700 $ 302,200
750,000 62,600 125,300 187,900 250,500 313,200 375,800 438,400 457,200
1,000,000 83,900 167,800 251,700 335,500 419,400 503,300 587,200 612,200
1,250,000 105,100 210,300 315,400 420,500 525,700 630,800 735,900 767,200
1,500,000 126,400 252,800 379,200 505,500 631,900 758,300 884,700 922,200
1,750,000 147,600 295,300 442,900 590,500 738,200 885,800 1,033,400 1,077,200
2,000,000 168,900 337,800 506,700 675,500 844,400 1,013,300 1,182,200 1,232,200
2,250,000 190,100 380,300 570,400 760,500 950,700 1,140,800 1,330,900 1,387,200
2,500,000 211,400 422,800 634,200 845,500 1,056,900 1,268,300 1,479,700 1,542,200
3,000,000 253,900 507,800 761,700 1,015,500 1,269,400 1,523,300 1,777,200 1,852,200
3,500,000 296,400 592,800 889,200 1,185,500 1,481,900 1,778,300 2,074,700 2,162,200
4,000,000 338,900 677,800 1,016,700 1,355,500 1,694,400 2,033,300 2,372,200 2,472,200
The annual retirement benefit under the Retirement Plan and the Supplemental
Retirement Plan is generally equal to the sum of (a)(i) a percentage of an
executive's "final average compensation" up to his or her "covered compensation"
(i.e., the average of the social security taxable wage base for the 35 years up
to the date the executive attains social security retirement age), plus (ii) a
percentage of the executive's "final average compensation" in excess of his or
her "covered compensation," and the sum thereof times (iii) years of "credited
service" not exceeding 35 years, and (b) a percentage of "final average
compensation" multiplied by years of "credited service" in excess of 35 years.
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"Final average compensation" is defined as the highest average "annual
compensation" of an executive for any 60 consecutive months in the 120 months of
service prior to the executive's retirement. "Annual Compensation" used to
determine the retirement benefit under the Retirement Plan and the Supplemental
Retirement Plan consists of "annual basic compensation" which includes annual
base salary and "annual variable incentive compensation" which includes payments
under the Annual Variable Incentive Plan. Such "compensation" is generally the
same as the compensation reflected in the "salary" and "bonus" columns of the
Summary Compensation Table. The Supplemental Retirement Plan is designed to
provide benefits which eligible employees would have received under the
Retirement Plan but for limits applicable under the Retirement Plan. Benefits
payable under the Retirement Plan and the Supplemental Retirement Plan are not
subject to reduction for social security benefits or other offset amounts.
At December 31, 2000 (assuming retirement as of such date), the estimated "final
average compensation" under the Retirement Plan and the Supplemental Retirement
Plan is $2,300,447 for Mr. Benmosche, $1,480,150 for Mr. Nagler, $1,390,400 for
Mr. Clark and $1,108,767 for Mr. Henrikson. The estimated years of credited
service under the Retirement Plan and the Supplemental Retirement Plan as of
such date is 5 years for Mr. Benmosche, 38 years for Mr. Nagler, 32 years for
Mr. Clark and 28 years for Mr. Henrikson.
NEW ENGLAND RETIREMENT PLAN INFORMATION. The following table shows the
estimated annual retirement benefits payable at normal retirement age (generally
65) to a person retiring with the indicated final average pay and years of
credited service on a straight life annuity basis under The New England
Retirement Plan and Trust, as supplemented by The New England Life Insurance
Company Supplemental Retirement Plan and The New England Life Insurance Company
Select Employees Supplemental Retirement Plan, each as described below.
ESTIMATED ANNUAL BENEFITS AT RETIREMENT
WITH INDICATED YEARS OF CREDITED SERVICE
FINAL
AVERAGE PAY 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
----------- -------- -------- -------- -------- ---------- ---------- ---------- ----------
$ 500,000 $ 48,200 $ 96,300 $144,500 $192,600 $ 240,800 $ 253,300 $ 253,300 $ 253,300
750,000 73,200 146,300 219,400 292,600 365,800 384,500 384,500 384,500
1,000,000 98,200 196,300 294,500 392,600 490,800 515,800 515,800 515,800
1,250,000 123,200 246,300 369,500 492,600 615,800 647,000 647,000 647,000
1,500,000 148,200 296,300 444,500 592,600 740,800 778,300 778,300 778,300
1,750,000 173,200 346,300 519,500 692,600 865,800 909,500 909,500 909,500
2,000,000 198,200 396,300 594,500 792,600 990,800 1,040,800 1,040,800 1,040,800
2,250,000 223,200 446,300 669,500 892,600 1,115,800 1,172,000 1,172,000 1,172,000
2,500,000 248,200 496,300 744,500 992,600 1,240,800 1,303,300 1,303,300 1,303,300
The annual benefit under The New England Retirement Plan and Trust, The New
England Life Insurance Company Supplemental Retirement Plan and The New England
Life Insurance Company Select Employees Supplemental Retirement Plan is
generally equal to the sum of (a) the product of a percentage of an executive's
"final average compensation" times years of service up to 25 and (b) the product
of a percentage of an executive's "final average compensation" for years 26 to
30 times such years of service, less (c) the product of a percentage of an
executive's age 65 social security benefit times years of service up to 25 years
of service. "Final average compensation" is defined as the highest five years of
eligible compensation of an executive during the last ten years of service prior
to the executive's retirement. "Annual Compensation" used to determine the
retirement benefit under The New England Retirement Plan and Trust, The New
England Life Insurance Company Supplemental Retirement Plan and The New England
Life Insurance Company Select Employees Supplemental Retirement Plan consists of
salary paid to an executive. Such Annual Compensation is generally the same as
the compensation reflected in the "salary" and "bonus" columns of the Summary
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Compensation Table. The New England Life Insurance Company Supplemental
Retirement Plan and The New England Life Insurance Company Select Employees
Supplemental Retirement Plan are designed to provide benefits which eligible
employees would have received under The New England Retirement Plan and Trust
but for limits applicable under The New England Retirement Plan and Trust. The
estimated "final average pay" for Mr. Benson under The New England Retirement
Plan and Trust, The New England Life Insurance Company Supplemental Retirement
Plan and The New England Life Insurance Company Select Employees Supplemental
Retirement Plan at December 31, 2000 (assuming retirement at such date) is
$1,449,333 and the estimated years of credited service under such Plans at such
date is three years. In addition, Mr. Benson is entitled to receive an enhanced
retirement benefit of $400,000 vesting in equal annual installments over ten
years and payable at age 62 as a 20-year continuous and certain annuity. At
December 31, 2000, Mr. Benson was vested as to 30% of this benefit, or $120,000
per annum. In the event of a termination "without cause" or by Mr. Benson for
"good reason," the enhanced retirement benefit will retroactively vest at double
the above rate. As of January 1, 2001, the New England Retirement Plans were
merged with the MetLife Retirement Plans.
EMPLOYMENT-RELATED AGREEMENTS. Metropolitan Life Insurance Company has entered
into employment continuation agreements with several of its key executives,
including each of the Named Executive Officers. These agreements, the provisions
of which only become effective upon the occurrence of a change of control or a
potential change of control (as defined in such agreements), are intended
generally to preserve for the covered executives the same duties,
responsibilities and compensation opportunities for a period of three years
following a change of control as were in effect prior to such an event.
Accordingly, after the occurrence of such a change of control or potential
change of control event, the agreements provide for certain minimum levels with
respect to a covered executive's base salary, incentive compensation
opportunities and participation in employee benefit plans. These agreements also
generally assure the covered executive that he or she will not incur a
significant change in the other terms and conditions of his or her employment.
If these assurances are not honored, a covered executive may terminate
employment for "good reason." In such case, or in the event that, after these
agreements become effective, the executive's employment is terminated without
"cause," the executive will receive certain termination benefits, including a
lump sum severance payment equal to three times the sum of the executive's base
salary, average annual bonus award over the preceding three years, and average
long-term incentive award over the preceding three years (reduced by the value
conveyed to the executive in the change of control under any equity compensation
awards).
Notwithstanding the foregoing, the amount of any such termination benefits will
be reduced, to the extent necessary, so that no amount payable to such
executives will fail to be deductible by Metropolitan Life Insurance Company
(or, in the case of the executives, be subject to a special excise tax) under
the so-called "golden parachute" provisions of the Internal Revenue Code of
1986, as amended.
In addition, Messrs. Benmosche, Nagler and Clark may also generally elect to
terminate employment voluntarily, during the 30-day period beginning six months
after the date on which a change of control occurs, and receive the same
termination benefits they would receive had their employment terminated without
cause.
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--------------------------------------------------------------------------------
PERFORMANCE GRAPH
--------------------------------------------------------------------------------
COMPARISON OF CUMULATIVE TOTAL RETURN
OF A $100 INVESTMENT ON APRIL 5, 2000
AND REINVESTMENT OF DIVIDENDS
---------------------------------------------------------------------------------------------------------------
APRIL 5, 2000 JUNE 30, 2000 SEPTEMBER 30, 2000 DECEMBER 31, 2000
---------------------------------------------------------------------------------------------------------------
MetLife, Inc. $100 $135.23 $169.35 $227.52
---------------------------------------------------------------------------------------------------------------
S&P 500(R) $100 $ 98.07 $ 97.12 $ 89.52
---------------------------------------------------------------------------------------------------------------
S&P Insurance Composite Index $100 $105.24 $132.75 $143.64
---------------------------------------------------------------------------------------------------------------
S&P Financial Index $100 $101.30 $125.15 $123.53
---------------------------------------------------------------------------------------------------------------
21
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--------------------------------------------------------------------------------
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------------------------------------------------------
The number of shares beneficially owned by Directors of MetLife and the Named
Executive Officers is very small because, as of March 14, 2001, the only shares
of MetLife common stock that Directors or Officers may beneficially own are the
shares that they, their spouses or other immediate family members received as
policyholders in connection with Metropolitan Life Insurance Company's
demutualization. Any shares, the beneficial ownership of which is reported on
the following stock ownership table, were issued in connection with the plan of
demutualization, and all such shares are held of record by the MetLife
Policyholder Trust.
Under limitations set forth in Metropolitan Life Insurance Company's
demutualization and other limitations under the New York Insurance Law,
Directors and Officers of MetLife will not be able to buy shares of MetLife
common stock until April 2002. Beginning in April 2001, the Board of Directors
may grant stock options to Officers under the Company's Stock Incentive Plan.
The earliest that any of such options could become exercisable would be April
2002. Beginning May 2001, Directors may receive stock options or stock grants
under the 2000 Directors' Stock Plan in lieu of up to one-half of the fees
payable to them as MetLife Directors.
---------------------------------------------------------------------------------------------------------
PERCENT OF
NUMBER OF SHARES COMMON STOCK
NAME AND ADDRESS(1) BENEFICIALLY OWNED OUTSTANDING
---------------------------------------------------------------------------------------------------------
Robert H. Benmosche........................................ 350 *
---------------------------------------------------------------------------------------------------------
Curtis H. Barnette......................................... 10 *
---------------------------------------------------------------------------------------------------------
Gerald Clark............................................... 10 *
---------------------------------------------------------------------------------------------------------
Joan Ganz Cooney........................................... 33 *
---------------------------------------------------------------------------------------------------------
John C. Danforth........................................... 0 *
---------------------------------------------------------------------------------------------------------
Burton A. Dole, Jr......................................... 15 *
---------------------------------------------------------------------------------------------------------
James R. Houghton.......................................... 10 *
---------------------------------------------------------------------------------------------------------
Harry P. Kamen............................................. 13 *
---------------------------------------------------------------------------------------------------------
Helene L. Kaplan........................................... 10 *
---------------------------------------------------------------------------------------------------------
Charles M. Leighton........................................ 97 *
---------------------------------------------------------------------------------------------------------
Stewart G. Nagler.......................................... 419 *
---------------------------------------------------------------------------------------------------------
John J. Phelan, Jr......................................... 982 *
---------------------------------------------------------------------------------------------------------
Hugh B. Price.............................................. 10 *
---------------------------------------------------------------------------------------------------------
Ruth J. Simmons............................................ 10 *
---------------------------------------------------------------------------------------------------------
William C. Steere, Jr...................................... 10 *
---------------------------------------------------------------------------------------------------------
James M. Benson............................................ 0 *
---------------------------------------------------------------------------------------------------------
C. Robert Henrikson........................................ 509 *
---------------------------------------------------------------------------------------------------------
Board of Directors of MetLife, but not in each Director's 451,365,795 59.5%
individual capacity(2).....................................
---------------------------------------------------------------------------------------------------------
All Directors and Executive Officers as a group(3)......... 3,005 *
---------------------------------------------------------------------------------------------------------
* Number of shares represents less than one percent of the number of shares of
common stock outstanding.
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(1) The address of each Director and Named Executive Officer is: c/o MetLife,
Inc., One Madison Avenue, New York, New York 10010-3690.
(2) The Board of Directors of MetLife, but not in any Director's individual
capacity, is deemed to beneficially own the shares of common stock held by
the MetLife Policyholder Trust because the Board will direct the voting of
those shares on certain matters submitted to a vote of shareholders. The
amount shown includes shares beneficially owned by a Director in the
Director's individual capacity.
(3) Does not include shares of MetLife common stock held by the MetLife
Policyholder Trust beneficially owned by the Board of Directors, other than
in each Director's individual capacity.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the
Company's Directors, executive officers and holders of more than 10% of the
Company's common stock to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of common stock
and other equity securities of the Company. Such persons are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms filed
by such person with respect to the Company. The Company believes that during
fiscal 2000 all filings required to be made by reporting persons were timely
made in accordance with the requirements of the Exchange Act.
--------------------------------------------------------------------------------
OWNERSHIP OF METLIFE COMMON STOCK
--------------------------------------------------------------------------------
The following information was reported to the Securities and Exchange Commission
by persons who owned more than 5% of MetLife common stock as of the dates of
their reports.
AMOUNT AND
NAME AND ADDRESS OF NATURE OF PERCENT OF
BENEFICIAL OWNER OWNERSHIP CLASS
------------------- ---------- ----------
Beneficiaries of the MetLife Policyholder
Trust(1)..................................... 451,365,795 59.5%
c/o Wilmington Trust Company, as Trustee
1100 North Market Street
Wilmington, DE 19890
FMR Corp.(2)................................... 52,274,488 6.8%
82 Devonshire Street
Boston, MA 02109
(1) In connection with the demutualization of Metropolitan Life Insurance
Company, certain of its eligible policyholders were allocated a number of
interests in the MetLife Policyholder Trust equal to the number of shares of
common stock allocated to such policyholders. The shares beneficially owned
by such policyholders, the beneficiaries of the Trust, are held in the name
of Wilmington Trust Company, as Trustee. The Trust Agreement provides the
Trustee with directions as to the manner in which to vote, assent or consent
shares in the Trust at all times during the term of the Trust. The
beneficiaries of the Trust have sole investment power over the shares. As
reported on Amendment No. 4 to Schedule 13D, dated March 14, 2001, the
MetLife Board of Directors, as a group, had shared voting power with respect
to the 451,365,795 shares.
(2) As reported on a Schedule 13G dated February 14, 2001.
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29
APPENDIX A
AUDIT COMMITTEE CHARTER
This Audit Committee Charter is adopted by the Board of Directors of MetLife,
Inc., the Audit Committee having recommended its adoption and the Board of
Directors having reviewed and assessed its adequacy in conformity with the
requirements of the Corporate Governance Standards of the New York Stock
Exchange.
Committee Membership
The Audit Committee shall consist of no less than three members who shall be
determined by the Board of Directors to meet the standard of independence set
forth in paragraph 3.03 of the Corporate Governance Standards of the New York
Stock Exchange Listed Company Manual.
Each member of the Audit Committee shall be determined by the Board of Directors
to be financially literate or must become financially literate within a
reasonable time after his or her appointment to the Committee.
At least one member of the Audit Committee shall be determined by the Board of
Directors to have accounting or related financial management expertise.
Committee Responsibilities
The Audit Committee is responsible for overseeing management's conduct of the
Company's financial reporting and internal control processes; management is
responsible for preparing the Company's financial statements; and the Company's
independent auditors are responsible for auditing those statements.
The Audit Committee recognizes that management and the Company's independent
auditors have more time and knowledge and more detailed information about the
Company than do the Committee members. Accordingly, in carrying out its
oversight responsibilities, the Audit Committee will not provide any expert or
special assurance as to the Company's financial statements; nor will it provide
any professional certification as to the independent auditors' work.
In carrying out its oversight responsibility, the Audit Committee shall:
- Recommend to the Board of Directors the selection and engagement of the
Company's independent auditor and the terms of their engagement;
- Review the scope, plans and results of the internal and external audits
of the Company and its financial statements;
- Review reports of the Company's internal and external auditors about the
financial condition of the Company and the integrity of the Company's
financial reporting processes and procedures;
- Review reports concerning the significant business and financial risks
and exposures of the Company and review reports evaluating the adequacy
of the Company's internal controls in connection with such risks and
exposures, including, but not limited to, accounting and audit controls
over cash, securities, receipts, disbursements and other financial
transactions;
- Review the Company's policies on ethical business conduct and review
reports concerning the monitoring of compliance with such policies;
- Meet regularly, in executive session, with the company's internal and
external auditors.
A-1
30
Review of Financial Statements
The Audit Committee shall review with management and the independent auditors
the audited financial statements to be included in the Company's Annual Report
on Form 10-K and shall discuss with the independent auditors the matters
required to be discussed by Statement of Auditing Standards No. 61.
Relationship with the Company's Independent Auditor
The independent auditor is ultimately accountable to the Board of Directors and
the Audit Committee. The Board of Directors and the Audit Committee have the
ultimate authority and responsibility to select, evaluate, and, where
appropriate, replace the independent auditor.
The Audit Committee shall ensure that the independent auditor submits on a
periodic basis to the Committee a formal written statement delineating all
relationships between the independent auditor and the Company. The Audit
Committee shall actively engage in a dialogue with the independent auditor
concerning any disclosed relationships or services that may impact the
independent auditor's objectivity and independence and shall recommend that the
Board of Directors take appropriate action in response to the independent
auditor's report to satisfy itself of the independent auditor's independence.
Committee Report to Shareholders
Annually, the Committee shall prepare a report to the Company's shareholders as
required by the regulations of the Securities and Exchange Commission.
A-2
31
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32
[METLIFE LOGO]
MetLife, Inc. Proxy Form
Proxy solicited on behalf of the Board of Directors of MetLife, Inc.
for the
2001 Annual Meeting, April 24, 2001
The shareholder(s) whose signature(s) appear(s) on the reverse side of this
proxy form hereby appoint(s) Gary A. Beller, Gwenn L. Carr, and Cheryl D.
Martino, or any of them, each with full power of substitution, as proxies to
vote all shares of MetLife, Inc. Common Stock that the shareholder(s) would be
entitled to vote on all matters that may properly come before the 2001 Annual
Meeting and at any adjournments or postponements. The proxies are authorized to
vote in accordance with the specifications indicated by the shareholder(s) on
the reverse. If this proxy form is signed and returned by the shareholder(s),
and no specifications are indicated, the proxies are authorized to vote as
recommended by the Board of Directors. In either case, if this proxy form is
signed and returned, the proxies appointed thereby will be authorized to vote
in their discretion on any other matters that may be presented for a vote at
the 2001 Annual Meeting and at any adjournments or postponements.
The Class II nominees for election as Directors are: (1) Curtis H. Barnette; (2)
John C. Danforth; (3) Burton A. Dole, Jr.; (4) Harry P. Kamen; and (5) Charles
M. Leighton.
(CONTINUED, AND TO BE DATED AND SIGNED ON THE REVERSE SIDE.)
--------------------------------------------------------------------------------
FOLD AND DETACH HERE
33
The Board of Directors recommends Please mark [X]
a vote "FOR" Proposals 1 and 2. your votes
as indicated in
this example
1. Election of Class II Directors 2. Appointment of Deloitte & Touche
LLP as Independent Auditors
FOR WITHHELD FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
Instruction: To withhold authority to vote for any individual nominee(s), write
the name(s) or number(s) as listed on the other side of this form in the space
provided below.
Exceptions: ____________________________________________________________________
Consent to Electronic Delivery
By checking the box to the right, I consent to access MetLife, Inc.'s [ ]
Annual Reports to Shareholders, Proxy Statements, prospectuses, and
other shareholder communications on-line. I understand that unless
I request otherwise or revoke my consent, MetLife will not distribute
printed material to me. MetLife will tell me when any shareholder
communications are on-line and how to access them. I understand that
costs associated with the use of the Internet will be my responsibility.
To revoke my consent, I can contact MetLife's transfer agent, Mellon
Investor Services at: https://vault.melloninvestor.com/isd
If you plan to attend the meeting, [ ]
please mark this box.
To include any comments, please [ ]
mark this box and use reverse side.
To change your address, please mark [ ]
this box.
(When signing as attorney, executor, administrator, trustee, or another
representative capacity, include signature and title.)
___________________________________________________________
Signature of Shareholder(s)
___________________________________________________________
Signature of Shareholder(s)
Dated: ____________________________________________________
-------------------------------------------------------------------------------
>FOLD AND DETACH HERE<
[METLIFE LOGO]
It is important that you vote.
Please mark, sign and date your Proxy Form
and return it promptly in the enclosed envelope.
MetLife, Inc.
c/o Mellon Investor Services
Midtown Station
P.O. Box 956
New York, N.Y. 10138-0689