<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 1999
REGISTRATION NO. 333---
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
METLIFE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 6719 13-4075851
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
ONE MADISON AVENUE
NEW YORK, NEW YORK 10010-3690
(212) 578-2211
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
GARY A. BELLER, ESQ.
SENIOR EXECUTIVE VICE-PRESIDENT AND GENERAL COUNSEL
METLIFE, INC.
ONE MADISON AVENUE
NEW YORK, NY 10010-3690
(212) 578-2211
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
WITH COPIES TO:
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WOLCOTT B. DUNHAM, JR., ESQ. PHYLLIS G. KORFF, ESQ.
JAMES C. SCOVILLE, ESQ. SUSAN J. SUTHERLAND, ESQ.
DEBEVOISE & PLIMPTON SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
875 THIRD AVENUE 919 THIRD AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022
(212) 909-6000 (212) 735-3000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
number for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE
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Common Stock ($0.01 par value per share)(2).............. $6,513,600,000 $1,810,781
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o).
(2) Includes the Series A Junior Participating Preferred Stock purchase rights
associated with the Common Stock.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
The information in this preliminary prospectus is not complete and may
be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is
effective. This preliminary prospectus is not an offer to sell nor does
it seek an offer to buy these securities in any jurisdiction where the
offer or sale is not permitted.
[LOGO]
SUBJECT TO COMPLETION, DATED NOVEMBER 23, 1999
-- SHARES
METLIFE, INC.
COMMON STOCK
-------------------------
This is an initial public offering of shares of common stock of MetLife,
Inc. The offering is being made in connection with the reorganization of
Metropolitan Life Insurance Company from a mutual life insurance company to a
stock life insurance company in a process known as a demutualization.
In addition to these shares, in connection with the demutualization we will
issue an estimated 576,000,000 shares of our common stock to a trust for the
benefit of policyholders of Metropolitan Life Insurance Company.
Prior to this offering, there has been no public market for the common
stock. We anticipate that the initial public offering price per share will be
between $14.00 and $24.00. We intend to list the common stock on the New York
Stock Exchange under the symbol "MET".
See "Risk Factors" beginning on page 17 to read about certain factors you
should consider before buying shares of the common stock.
-------------------------
NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE NEW YORK SUPERINTENDENT
OF INSURANCE OR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
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PER
SHARE TOTAL
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<S> <C> <C>
Initial public offering price............................... $ $
Underwriting discount....................................... $ $
Proceeds, before expenses, to MetLife, Inc.................. $ $
</TABLE>
The underwriters may purchase up to an additional -- shares at the initial
public offering price less the underwriting discount.
-------------------------
The U.S. underwriters expect to deliver the shares against payment in New
York, New York, on -- , --.
-------------------------
Prospectus dated -- , -- .
<PAGE> 3
TABLE OF CONTENTS
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PAGE
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Prospectus Summary.......................................... 3
Risk Factors................................................ 17
Use of Proceeds............................................. 29
Dividend Policy............................................. 30
Capitalization.............................................. 31
Selected Financial Information.............................. 32
Pro Forma Consolidated Financial Information................ 39
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 51
The Demutualization......................................... 96
Business.................................................... 109
Management.................................................. 186
Ownership of Common Stock................................... 202
Common Stock Eligible for Future Sale....................... 204
Description of Capital Stock................................ 205
Validity of Common Stock.................................... 212
Experts..................................................... 212
Additional Information...................................... 212
Glossary.................................................... G-1
Index to Consolidated Financial Statements.................. F-1
Underwriting................................................ U-1
Opinion of Consulting Actuary............................... A-1
</TABLE>
-------------------------
Some statements contained in this prospectus, including those containing
the words "believes", "expects", "intends", "estimates", "assumes" and
"anticipates", are forward looking. Actual results may differ materially from
those suggested by the forward-looking statements for various reasons, including
those discussed under "Risk Factors".
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus.
As a result, it does not contain all of the information that you should consider
before investing in the common stock. You should read the entire prospectus
carefully, including the "Risk Factors" section and the consolidated financial
statements and the notes to those statements. Unless otherwise stated or the
context otherwise requires, references in this prospectus to "we", "our", "us"
or "MetLife" refer to MetLife, Inc., together with Metropolitan Life Insurance
Company, and their respective direct and indirect subsidiaries. All financial
information contained in this prospectus, unless otherwise indicated, has been
derived from the consolidated financial statements of Metropolitan Life
Insurance Company and its subsidiaries and is presented in conformity with
generally accepted accounting principles ("GAAP").
We are a leading provider of insurance and financial services to a broad
spectrum of individual and institutional customers. We currently provide
individual insurance, ANNUITIES and investment products to approximately nine
million households, or one of every eleven households in the U.S. We also
provide group insurance and retirement and savings products and services to
approximately 64,000 corporations and other institutions, including 86 of the
FORTUNE 100 largest companies. Our institutional clients have approximately 33
million employees and members.
We are a leader in each of our major U.S. businesses. In 1998, we were:
- the largest life insurer, with approximately $1.7 trillion of life
insurance IN FORCE;
- the second largest individual life insurer, with $6.1 billion of total
statutory PREMIUMS;
- the largest group life insurer, with $5.1 billion of total statutory
premiums;
- a leading group non-medical health insurer, including the second largest
group disability insurer, the second largest commercial dental insurer
and the largest group long-term care insurer;
- the largest issuer of individual variable life policies and the seventh
largest issuer of variable annuities; and
- the ninth largest asset manager, with $360.7 billion of total assets
under management at December 31, 1998.
We believe that our unparalleled franchises and brand names uniquely
position us to be the preeminent provider of insurance and financial services in
the U.S. businesses in which we compete.
We are one of the largest and best capitalized insurance and financial
services companies in the U.S. Our revenues for 1998 were $27.1 billion and our
net income was $1.3 billion. We had total consolidated assets of $227.2 billion
and equity of $13.6 billion at September 30, 1999.
We are organized into five major business segments: Individual Business,
Institutional Business, Asset Management, Auto & Home and International.
INDIVIDUAL BUSINESS. Individual Business offers a wide variety of
protection and asset accumulation products for individuals, including life
insurance and annuities. Individual Business also distributes products
provided by our other business segments, including mutual funds and auto
and homeowners insurance. Reflecting overall trends in the insurance
industry, sales of our traditional life insurance products have declined in
recent years, while FIRST-YEAR PREMIUMS AND DEPOSITS from variable life
insurance products have grown at a compound annual rate of 22.5% for the
five years ended 1998 and represented 62.2% of our total life insurance
sales for Individual Business in 1998. Our principal distribution channels
are the MetLife career agency and the New England Financial general agency
distribution
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systems. We also have dedicated sales forces that market to non-profit
organizations and banks and their customers. In total, we had approximately
10,000 active sales representatives in 1998. In addition to these
distribution channels, we are increasing the distribution of our products
through independent insurance agents and registered representatives. We
believe our ability to effectively manage these multiple distribution
channels represents a significant competitive advantage. Individual
Business had $11.8 billion of revenues, or 43.6% of our total revenues, and
$620 million of operating income in 1998.
INSTITUTIONAL BUSINESS. Institutional Business offers a broad range
of group insurance and retirement and savings products and services. Our
group insurance products and services include group life insurance and
non-medical health insurance such as short- and long-term disability,
long-term care and dental insurance, as well as other related products and
services. Our group insurance premiums, fees and other income, which
totaled $5.4 billion in 1998, have grown at a compound annual rate of 11.5%
for the five years ended 1998. Our retirement and savings products and
services include administrative services sold to sponsors of 401(k) and
other defined contribution plans, guaranteed interest products and separate
account products. We distribute our Institutional Business products through
a sales force of approximately 275 MetLife employees that is organized by
both customer size and product. In total, we have approximately 64,000
institutional customers, including 86 of the FORTUNE 100 largest companies.
Institutional Business had $10.7 billion of revenues, or 39.3% of our total
revenues, and $482 million of operating income in 1998.
ASSET MANAGEMENT. Through our wholly-owned subsidiary, State Street
Research & Management Company, and our controlling interest in Nvest
Companies, L.P. and its affiliates, Asset Management provides a broad
variety of asset management products and services primarily to third-party
institutions and individuals. Our Asset Management segment managed $191
billion of our total assets under management at December 31, 1998,
including $53.0 billion of assets in mutual funds and in SEPARATE ACCOUNTS
supporting variable life and annuity products, as well as $4.2 billion of
MetLife's GENERAL ACCOUNT assets. For the five years ended 1998, this
segment's assets under management grew at a compound annual rate of 22.7%.
We distribute our asset management products through several distribution
channels, including State Street Research's and Nvest's dedicated sales
forces, and also through our Individual Business and Institutional Business
distribution channels. Asset Management had $0.9 billion of revenues, or
3.3% of our total revenues, and $46 million of operating income in 1998.
AUTO & HOME. Auto & Home offers auto insurance, homeowners insurance
and other personal property and casualty insurance products. We sell these
products directly to employees through employer-sponsored programs, as well
as through a variety of retail distribution channels, including the MetLife
career agency system, approximately 4,000 independent agents and
approximately 350 Auto & Home specialists. We are a leading provider of
personal auto and homeowners insurance through employer-sponsored programs
in the U.S. Net premiums earned from products sold through
employer-sponsored programs have grown at a 16.5% compound annual rate for
the five years ended 1998. On September 30, 1999, our Auto & Home segment
acquired the standard personal lines property and casualty insurance
operations of The St. Paul Companies, which had in-force premiums of
approximately $1.1 billion and approximately 3,000 independent agencies and
brokers in 1998. This acquisition substantially increased the size of this
segment's business, making us the eleventh largest personal property and
casualty insurer in the U.S. based on 1998 net premiums written. See
"Business -- Auto & Home". Auto & Home had $1.6 billion of revenues, or
6.1% of our total revenues, and $81 million of operating income in 1998.
INTERNATIONAL. We have international insurance operations in ten
countries, with a focus on the Asia/Pacific region, Latin America and
selected European countries. Our International segment offers life
insurance, accident and health insurance, annuities and retirement and
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savings products and services to both individuals and groups, and auto and
homeowners coverage to individuals. Assets of our International segment, as
adjusted for the recent divestitures of a substantial portion of our U.K.
and Canadian operations, have grown at a compound annual rate of 21.1% for
the five years ended 1998. International had $1.2 billion of revenues, or
4.4% of our total revenues, and a $35 million operating loss in 1998,
reflecting the relative start-up nature of many of these operations.
On August 26, 1999, we announced that Metropolitan Life Insurance Company
had entered into an agreement to acquire GenAmerica Corporation for
approximately $1.2 billion in cash. GenAmerica is a leading provider of life
insurance, life reinsurance and other financial services to affluent
individuals, businesses, insurers and financial institutions. GenAmerica's
products and services include individual life insurance and annuities, life
reinsurance, institutional asset management, group life and health insurance and
administration, pension benefits administration and software products and
technology services for the life insurance industry. GenAmerica distributes its
products through approximately 1,000 agents in its independent general agency
system and approximately 2,000 agents and brokers in its alternative and
developing channels.
GenAmerica is a holding company which owns General American Life Insurance
Company. GenAmerica also owned, at September 30, 1999, approximately 53% of the
outstanding common stock of Reinsurance Group of America, Inc., one of the
largest life reinsurers in the United States, and approximately 62% of Conning
Corporation, a manager of investments for General American Life and other
insurance company and pension clients. On October 4, 1999, we announced that we
had agreed to acquire an additional $125 million of shares of the common stock
of Reinsurance Group of America (representing approximately 9.4% of the
outstanding common stock) at $26.125 per share. Both Reinsurance Group of
America and Conning are publicly-traded.
STRATEGY
As we become a public company, we are committed to providing superior
stockholder value through the following growth strategies:
- - INCREASING OUR REVENUES AND ASSETS UNDER MANAGEMENT BY:
Building on widely recognized brand names. We believe that the
MetLife name is one of the most well-known brand names in the U.S. and one
of our most valuable assets. We have also been successful in utilizing
additional brand names, such as New England Financial, Security First
Group, Inc. and State Street Research, for specific market segments.
Capitalizing on large customer base. We intend to enhance our
relationships with our existing individual customers by offering a broad
array of products, improving the training of our agents and developing
direct marketing programs in partnership with our agency sales force and
increasing sales to our institutional customers by expanding the offering
of voluntary, or employee-paid, products.
Expanding multiple distribution channels. We believe that our
development and successful management of multiple distribution channels
represent a significant competitive advantage. We intend to both grow our
core distribution channels and to continue to build complementary
distribution channels for sales of our products.
Continuing to introduce innovative and competitive products. We
intend to be at the forefront of the insurance and financial services
industries in offering innovative and competitive products to our
customers. Recent initiatives include new or revised products covering a
substantial portion of our individual product offerings and new voluntary
institutional products.
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Increasing focus on asset accumulation products. We intend to expand
our assets under management in both our insurance operations and our Asset
Management segment by increasing our focus on sales of asset accumulation
products, such as variable life and annuity products, mutual funds and
401(k) products.
Focusing international operations on growing markets. We have
established insurance operations in selected international markets that are
experiencing significant growth in demand for insurance products and where
we believe we can gain significant market share.
- - GROWING OUR EARNINGS AND OPERATING RETURN ON EQUITY BY:
Reducing operating expenses. We are committed to improving
profitability by reducing operating expenses through employee reductions,
increased integration of operations and enhanced use of technology.
Strengthening performance-oriented culture. We have implemented a
number of initiatives to significantly enhance the performance of our
employees, including establishing a new compensation program, selectively
hiring experienced new employees, expanding our training efforts and
implementing a new performance measurement and review program.
Continuing to optimize returns from investment portfolio. The return
on our invested assets has contributed significantly to our earnings
growth. We believe that the expertise of our investment department will
enable us to continue to optimize the operating returns on our invested
assets in the future.
Enhancing capital efficiency of our operations. We seek to maximize
our operating return on equity by enhancing the capital efficiency of our
operations. We have recently implemented a new internal capital allocation
system and, consistent with a more disciplined approach to capital
allocation, have divested operations that did not meet targeted rates of
return or growth.
THE DEMUTUALIZATION
We are conducting the initial public offering in connection with the
reorganization of Metropolitan Life Insurance Company from a mutual life
insurance company to a stock life insurance company in a process commonly known
as a demutualization. In the demutualization, in exchange for their membership
interests, policyholders who are eligible to receive consideration under the
plan of reorganization will be entitled to receive consideration in the form of
shares of common stock or, in some cases, cash or an adjustment to their policy
values, referred to as "policy credits".
The shares of common stock allocated to policyholders who do not receive
cash or policy credits under the plan will be held through the MetLife
Policyholder Trust on behalf of these policyholders. We are establishing this
trust to help us efficiently manage the administration of accounts and the costs
associated with the over 10 million eligible policyholders that we estimate will
become beneficiaries of the trust. Under the plan of reorganization, eligible
policyholders may elect to receive cash for all of their allocated shares of
common stock at the time of the initial public offering at the initial public
offering price, subject to limitations on the amount of cash that may be
available to group eligible policyholders allocated more than 25,000 shares in
the demutualization. In addition, subject to certain limitations, trust
beneficiaries will be permitted, after specified periods, to instruct the
trustee to withdraw their allocated shares from the trust for sale or to
purchase additional shares commission-free through a purchase and sale program
established and administered by a program agent. Trust beneficiaries allocated
more than 25,000 shares may be limited in their ability to sell shares under the
purchase and sale program for the first 300 days after the plan effective date.
Beginning on the first anniversary of the closing of the initial public
offering, trust beneficiaries may also withdraw all, but not less than all,
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their allocated shares of common stock held in the trust in order to hold or
sell such shares of common stock on their own.
We will account for the demutualization using the historical carrying
values of our assets and liabilities.
The board of directors of Metropolitan Life Insurance Company adopted the
plan of reorganization on September 28, 1999, and subsequently adopted
amendments to the plan. Under the New York Insurance Law, in order for the
demutualization to become effective, two-thirds of eligible policyholders who
vote and, after a public hearing, the New York Superintendent, must approve it.
-------------------------
Our principal executive offices are located at One Madison Avenue, New
York, New York 10010-3690. Our telephone number is (212) 578-2211.
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THE OFFERING
Common stock offered.......... 255,000,000 shares, assuming an initial public
offering price of $19.00 per share, which is
the midpoint of the range stated on the cover
page of this prospectus.
Shares to be outstanding after
the offering.................. 831,000,000 shares, assuming an initial public
offering price of $19.00 per share, which is
the midpoint of the range stated on the cover
page of this prospectus.
Proposed New York Stock
Exchange symbol............. MET
Use of proceeds............... We estimate that we will receive net proceeds
from the offering of $4,651 million, or $5,349
million if the underwriters' options to
purchase additional shares as described under
"Underwriting" are exercised in full, assuming
an initial public offering price of $19.00 per
share, which is the midpoint of the range
stated on the cover page of this prospectus.
As required by the plan of reorganization, we
will use the net proceeds as follows:
- an estimated $760 million to reimburse
Metropolitan Life Insurance Company for the
crediting of policy credits;
- an estimated $1,596 million to reimburse
Metropolitan Life Insurance Company for the
payment of cash to certain policyholders in
the demutualization;
- an estimated $627 million to reimburse
Metropolitan Life Insurance Company for cash
payments to be made by its Canadian branch to
certain holders of policies included in its
Canadian business sold to Clarica Life
Insurance Company in 1998;
- an estimated $393 million to reimburse
Metropolitan Life Insurance Company for the
payment of the fees and expenses incurred in
connection with the demutualization; and
- up to $340 million (unless the New York
Superintendant of Insurance approves a larger
amount) to be retained by MetLife, Inc. and
used for working capital, payment of
dividends and other general corporate
purposes and to pay the fees and expenses of
the trustee and custodian of the MetLife
Policyholder Trust.
We will contribute any remaining proceeds to
Metropolitan Life Insurance Company for its
general corporate purposes and to repay an
estimated $935 million of the $1.2 billion of
short-term debt that Metropolitan Life
Insurance Company expects to incur in
connection with the acquisition of GenAmerica
Corporation.
In addition to the initial public offering, the
plan of reorganization permits us to complete
one or more other capital raising transactions
on the plan effective date. These may include
one or more of a public offering of mandatorily
convertible preferred securities, a public
offer-
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ing of convertible preferred securities and up
to $500 million aggregate principal amount of
publicly-issued debt securities, commercial
paper issuances or bank borrowings (or a
combination of such offerings, issuances and
bank borrowings). The plan of reorganization
provides that the initial public offering,
together with any other capital raising
transactions completed on the plan effective
date, must raise proceeds, net of underwriting
commissions and related expenses, in an amount
at least equal to the amount paid by
Metropolitan Life Insurance Company to fund
mandatory cash payments pursuant to the plan
and policy credits to policyholders and to pay
fees and expenses incurred by Metropolitan Life
Insurance Company related to the
demutualization, as well as to reimburse
Metropolitan Life Insurance Company for amounts
to be paid by its Canadian branch to certain
holders of policies included in its Canadian
business sold to Clarica Life Insurance Company
in 1998.
Dividend policy............... Our board of directors intends to declare an
annual dividend on the common stock. For more
information on dividends, see "Dividend
Policy".
Risk factors.................. For a discussion of certain risks you should
consider before investing in the common stock,
see "Risk Factors".
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SUMMARY FINANCIAL INFORMATION
The following table sets forth summary consolidated financial information
for MetLife. The consolidated financial information for the years ended December
31, 1998, 1997 and 1996 and at December 31, 1998 and 1997 has been derived from
our audited consolidated financial statements included elsewhere in this
prospectus. The consolidated financial information for the years ended December
31, 1995 and 1994 and at December 31, 1996, 1995 and 1994 has been derived from
our audited consolidated financial statements not included elsewhere in this
prospectus. The summary consolidated financial information for the nine months
ended September 30, 1999 and 1998 and at September 30, 1999 has been derived
from our unaudited interim condensed consolidated financial statements included
elsewhere in this prospectus. The summary consolidated financial information at
September 30, 1998 has been derived from our unaudited interim condensed
consolidated financial statements not included elsewhere in this prospectus. In
the opinion of management, the unaudited interim condensed consolidated
financial information presented in the table below reflects all adjustments,
which include only normal recurring adjustments, necessary for a fair statement
of our consolidated financial position and results of operations for such
periods. The results of operations for the nine months ended September 30, 1999
are not necessarily indicative of the results to be expected for the full year.
The following consolidated statements of income and consolidated balance sheet
data, other than the statutory data, have been prepared in conformity with
generally accepted accounting principles. The statutory data have been derived
from Metropolitan Life Insurance Company's ANNUAL STATEMENTS filed with
insurance regulatory authorities and have been prepared in accordance with
STATUTORY ACCOUNTING PRACTICES. The following information should be read in
conjunction with and is qualified in its entirety by the information and
consolidated financial statements appearing elsewhere in this prospectus.
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FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, FOR THE YEARS ENDED DECEMBER 31,
----------------- -----------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
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STATEMENTS OF INCOME DATA
Revenues:
Premiums(1)................................ $ 8,724 $ 8,503 $11,503 $11,278 $11,345 $11,178 $10,078
Universal life and investment-type product
policy fees.............................. 1,019 1,110 1,360 1,418 1,243 1,177 883
Net investment income(1)(2)(3)............. 7,235 7,633 10,228 9,491 8,978 8,837 8,326
Other revenues(1).......................... 1,552 1,481 1,965 1,491 1,246 834 636
Net realized investment gains
(losses)(4).............................. (177) 1,083 2,021 787 231 (157) (258)
------- ------- ------- ------- ------- ------- -------
18,353 19,810 27,077 24,465 23,043 21,869 19,665
Total expenses(1)(3)(5).................... 17,572 17,491 24,990 22,794 21,637 21,125 19,252
------- ------- ------- ------- ------- ------- -------
Income before provision for income taxes,
discontinued operations and extraordinary
item..................................... 781 2,319 2,087 1,671 1,406 744 413
Provision for income taxes(6).............. 353 846 740 468 482 407 380
------- ------- ------- ------- ------- ------- -------
Income before discontinued operations and
extraordinary item....................... 428 1,473 1,347 1,203 924 337 33
(Loss) gain from discontinued
operations(7)............................ -- -- -- -- (71) 362 81
------- ------- ------- ------- ------- ------- -------
Income before extraordinary item........... 428 1,473 1,347 1,203 853 699 114
Extraordinary item -- demutualization
expense, net of income tax of $15 and $2,
respectively............................. (77) -- (4) -- -- -- --
------- ------- ------- ------- ------- ------- -------
Net income................................. $ 351 $ 1,473 $ 1,343 $ 1,203 $ 853 $ 699 $ 114
======= ======= ======= ======= ======= ======= =======
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AT OR FOR THE
NINE MONTHS ENDED
SEPTEMBER 30, AT OR FOR THE YEARS ENDED DECEMBER 31,
---------------------- ----------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
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BALANCE SHEET DATA
General account assets(3)......... $166,429 $156,322 $157,278 $154,438 $145,877 $144,277 $136,189
Separate account assets........... 60,737 53,867 58,068 48,338 43,399 38,861 31,380
-------- -------- -------- -------- -------- -------- --------
Total assets...................... $227,166 $210,189 $215,346 $202,776 $189,276 $183,138 $167,569
Policyholder liabilities(8)....... $124,136 $123,443 $124,203 $127,358 $122,895 $122,220 $117,062
Long-term debt.................... $ 2,554 $ 3,089 $ 2,903 $ 2,884 $ 1,946 $ 2,345 $ 1,633
Retained earnings................. $ 13,834 $ 13,613 $ 13,483 $ 12,140 $ 10,937 $ 10,084 $ 9,385
Accumulated other comprehensive
income (loss)................... (277) 2,055 1,384 1,867 1,046 1,670 (957)
-------- -------- -------- -------- -------- -------- --------
Total equity...................... $ 13,557 $ 15,668 $ 14,867 $ 14,007 $ 11,983 $ 11,754 $ 8,428
OTHER DATA
Operating income(4)(9)............ $ 621 $ 749 $ 23 $ 617 $ 818 $ 504 $ 404
Adjusted operating income(4)(10).. $ 938 $ 859 $ 1,226 $ 807 $ 921 $ 613 $ 506
Operating return on equity(11).... N/A N/A 0.2% 5.3% 7.8% 5.2% 4.3%
Adjusted operating return on
equity(12)...................... N/A N/A 9.6% 7.0% 8.8% 6.3% 5.4%
Return on equity(13).............. N/A N/A 10.5% 10.4% 8.1% 7.2% 1.2%
Operating cash flows.............. $ 3,565 $ 1,867 $ 841 $ 2,872 $ 3,688 $ 4,823 $ 3,980
Total assets under
management(14).................. $366,601 $344,425 $360,693 $338,725 $297,570 $288,000 $225,963
STATUTORY DATA(15)
Premiums and deposits............. $ 17,934 $ 16,663 $ 22,722 $ 20,569 $ 20,611 $ 21,651 $ 21,824
Net income (loss)................. $ 387 $ 1,554 $ 875 $ 589 $ 460 $ (672) $ 148
Policyholder surplus.............. $ 7,105 $ 8,331 $ 7,388 $ 7,378 $ 7,151 $ 6,785 $ 6,936
Asset valuation reserve........... $ 3,508 $ 3,541 $ 3,323 $ 3,814 $ 2,635 $ 2,038 $ 2,270
</TABLE>
- ---------------
(1) Includes the following combined financial statement data of MetLife Capital
Holdings, Inc., which was sold in 1998, and our Canadian operations and
U.K. insurance operations, substantially all of which were sold in 1998 and
1997, respectively:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED DECEMBER 31,
SEPTEMBER 30, --------------------------------------------
1998 1998 1997 1996 1995 1994
------------- ---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Premiums.................... $200 $204 $ 463 $ 456 $ 439 $ 399
Net investment income....... 477 495 914 877 637 720
Other revenues.............. 51 54 225 164 192 167
---- ---- ------ ------ ------ ------
$728 $753 $1,602 $1,497 $1,268 $1,286
==== ==== ====== ====== ====== ======
Expenses:
Policyholder benefits and
claims.................... $238 $240 $ 495 $ 459 $ 492 $ 430
Other expenses.............. 330 343 861 606 831 732
---- ---- ------ ------ ------ ------
$568 $583 $1,356 $1,065 $1,323 $1,162
==== ==== ====== ====== ====== ======
</TABLE>
As a result of these sales, we recorded net realized investment gains of
$520 million and $139 million for the years ended December 31, 1998 and
1997, respectively.
In July 1998, Metropolitan Life Insurance Company sold a substantial
portion of its Canadian operations to Clarica Life Insurance Company. As
part of that sale, a large block
11
<PAGE> 13
of policies in effect with Metropolitan Life Insurance Company in Canada
were transferred to Clarica Life, and the holders of the transferred
Canadian policies became policyholders of Clarica Life. Those transferred
policyholders are no longer policyholders of Metropolitan Life Insurance
Company and, therefore, are not entitled to compensation under the plan of
reorganization. However, as a result of a commitment made in connection
with obtaining Canadian regulatory approval of that sale, if Metropolitan
Life Insurance Company demutualizes, its Canadian branch will make cash
payments to those who are, or are deemed to be, holders of these
transferred Canadian policies. The payments, which will be recorded in
other expenses in the same period as the effective date of the plan, will
be determined in a manner that is consistent with the treatment of, and
fair and equitable to, eligible policyholders of Metropolitan Life
Insurance Company. The aggregate amount of the payment is dependent upon
the initial public offering price of common stock to be issued at the
effective date of the plan. Assuming an initial public offering price of
between $14.00 to $24.00 per share, and based on preliminary actuarial
calculations we have made regarding these payments, we estimate that the
aggregate payments will range from $462 million to $792 million.
(2) During 1997, we changed to the retrospective interest method of accounting
for investment income on structured notes in accordance with Emerging
Issues Task Force Consensus 96-12, Recognition of Interest Income and
Balance Sheet Classification of Structured Notes. As a result, net
investment income increased by $175 million. The cumulative effect of this
accounting change on prior years' income was immaterial.
(3) In 1998, we adopted the provisions of Statement of Financial Accounting
Standards 125, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, with respect to our securities lending
program. Adoption of the provisions had the effect of increasing assets and
liabilities by $3,769 million at December 31, 1998 and increasing revenues
and expenses by $266 million for the year ended December 31, 1998.
(4) Realized investment gains and losses are presented net of related
policyholder amounts. The amounts netted against realized investment gains
and losses are the following:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, FOR THE YEARS ENDED DECEMBER 31,
-------------- ---------------------------------------
1999 1998 1998 1997 1996 1995 1994
----- ------ ------ ------ ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Gross realized investment gains (losses)....... $(214) $1,187 $2,629 $1,018 $ 458 $ 73 $ (39)
----- ------ ------ ------ ----- ----- -----
Less amounts allocable to:
Future policy benefit loss recognition....... -- (60) (300) (126) (203) (152) (206)
Deferred policy acquisition costs............ 26 (5) (240) (70) (4) (78) (27)
Participating pension contracts.............. 11 (39) (68) (35) (20) -- 14
----- ------ ------ ------ ----- ----- -----
Total........................................ 37 (104) (608) (231) (227) (230) (219)
----- ------ ------ ------ ----- ----- -----
Net realized investment gains (losses)......... $(177) $1,083 $2,021 $ 787 $ 231 $(157) $(258)
===== ====== ====== ====== ===== ===== =====
</TABLE>
Realized investment gains (losses) have been reduced by (1) deferred
policy acquisition amortization to the extent that such amortization
results from realized investment gains and losses, (2) additions to future
policy benefits resulting from the need to establish additional
liabilities due to the recognition of investment gains, and (3) additions
to participating contractholder accounts when amounts equal to such
investment gains and losses are credited to the contractholders' accounts.
This presentation may not be comparable to presentations made by other
insurers. This presentation affected operating income and adjusted
operating income. See note 9 below.
(5) Total expenses exclude (include) $(37) million, $104 million, $608 million,
$231 million, $227 million, $230 million and $219 million for the nine
months ended September 30, 1999 and 1998 and for the years ended December
31, 1998, 1997, 1996, 1995 and 1994, respectively, of deferred policy
acquisition costs, future policy benefit loss recognition and credits to
participating pension contracts that have been charged (credited) against
12
<PAGE> 14
realized investment gains and losses as these amounts are directly related
to the realized investment gains and losses. This presentation may not be
comparable to presentations made by other insurers.
(6) Includes $94 million, $13 million, $18 million, $(40) million, $38 million,
$67 million and $206 million for surplus tax paid (received) by
Metropolitan Life Insurance Company for the nine months ended September 30,
1999 and 1998 and for the years ended December 31, 1998, 1997, 1996, 1995
and 1994, respectively. As a stock life insurance company, we will no
longer be subject to the surplus tax after the effective date of the
demutualization. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations".
(7) The gain (loss) from discontinued operations was primarily attributable to
the disposition of our group medical insurance business.
(8) Policyholder liabilities include future policy benefits, policyholder
account balances, other policyholder funds and policyholder dividends.
(9) The following provides a reconciliation of net income to operating income:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, FOR THE YEARS ENDED DECEMBER 31,
-------------- -----------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ------- ------- ------- ----- ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Net income..................................... $351 $ 1,473 $ 1,343 $ 1,203 $ 853 $ 699 $ 114
---- ------- ------- ------- ----- ----- -----
Adjustments to reconcile net income to
operating income:
Gross realized investment (gains) losses..... 214 (1,187) (2,629) (1,018) (458) (73) 39
Income tax on gross realized investment gains
and losses................................. (94) 380 883 312 173 26 14
---- ------- ------- ------- ----- ----- -----
Realized investment (gains) losses, net of
income tax............................... 120 (807) (1,746) (706) (285) (47) 53
---- ------- ------- ------- ----- ----- -----
Amounts allocated to investment gains and
losses (see note 4)........................ (37) 104 608 231 227 230 219
Income tax on amounts allocated to investment
gains and losses........................... 16 (34) (204) (71) (86) (83) (107)
---- ------- ------- ------- ----- ----- -----
Amounts allocated to investment gains and
losses, net of income tax................ (21) 70 404 160 141 147 112
---- ------- ------- ------- ----- ----- -----
Loss (gain) from discontinued operations..... -- -- -- -- 71 (362) (81)
---- ------- ------- ------- ----- ----- -----
Surplus tax.................................. 94 13 18 (40) 38 67 206
---- ------- ------- ------- ----- ----- -----
Extraordinary item -- demutualization
expense, net of income tax of $15 and $2,
respectively............................... 77 -- 4 -- -- -- --
---- ------- ------- ------- ----- ----- -----
Operating income............................... $621 $ 749 $ 23 $ 617 $ 818 $ 504 $ 404
==== ======= ======= ======= ===== ===== =====
</TABLE>
We believe the supplemental operating information presented above allows
for a more complete analysis of results of operations. Realized investment
gains and losses have been excluded due to their volatility between
periods and because such data are often excluded when evaluating the
overall financial performance of insurers. Operating income should not be
considered as a substitute for any GAAP measure of performance. Our method
of calculating operating income may be different from the method used by
other companies and therefore comparability may be limited.
13
<PAGE> 15
(10) The following provides a reconciliation of operating income to adjusted
operating income:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, FOR THE YEARS ENDED DECEMBER 31,
-------------- ---------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ----- ------- ------ ----- ----- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Operating income.............................. $621 $ 749 $ 23 $ 617 $ 818 $ 504 $404
Adjustment for charges for sales practices
claims and for personal injuries caused by
exposure to asbestos-containing products, net
of income tax................................. 317 110 1,203 190 103 109 102
---- ----- ------- ------ ----- ----- ----
Adjusted operating income..................... $938 $ 859 $ 1,226 $ 807 $ 921 $ 613 $506
==== ===== ======= ====== ===== ===== ====
</TABLE>
The charge for the nine months ended September 30, 1999 is principally
related to the settlement of a multidistrict litigation proceeding
involving alleged improper sales practices, accruals for sales practices
claims not covered by the settlement and other legal costs. The amount
reported for the year ended December 31, 1998 includes charges for sales
practices claims and claims for personal injuries caused by exposure to
asbestos or asbestos-containing products. See Note 9 of Notes to
Consolidated Financial Statements. We believe that supplemental adjusted
operating income data provide information useful in measuring operating
trends by excluding the unusual amounts of expenses associated with sales
practices and asbestos-related claims. These expenses are not related to
our ongoing operations. Adjusted operating income should not be considered
as a substitute for any GAAP measure of performance.
(11) Operating return on equity is defined as operating income divided by
average total equity, excluding accumulated other comprehensive income
(loss). We believe the operating return on equity information presented
supplementally allows for a more complete analysis of results of
operations. Accumulated other comprehensive income (loss) has been excluded
due to its volatility between periods and because such data are often
excluded when evaluating the overall financial performance of insurers.
Operating return on equity should not be considered as a substitute for any
GAAP measure of performance or liquidity. Our method of calculation of
operating return on equity may be different from the calculation used by
other companies and, therefore, comparability may be limited. Operating
return on equity is only presented for annual periods.
(12) Adjusted operating return on equity is defined as adjusted operating income
divided by average total equity, excluding accumulated other comprehensive
income (loss). We believe that supplemental adjusted operating return on
equity data provide information useful in measuring operating trends by
excluding the unusual amounts of expenses associated with sales practices
and asbestos-related claims. Adjusted operating return on equity should not
be considered as a substitute for any GAAP measure of performance. Adjusted
operating return on equity is only presented for annual periods.
(13) Return on equity is defined as net income divided by average total equity,
excluding accumulated other comprehensive income (loss).
(14) Includes MetLife's general account and separate account assets and assets
managed on behalf of third parties.
(15) Metropolitan Life Insurance Company statutory data only.
14
<PAGE> 16
SUMMARY PRO FORMA FINANCIAL INFORMATION
The following summary pro forma financial information is derived from the
pro forma financial information and the notes thereto included elsewhere in this
prospectus. This information gives effect to the demutualization, the
establishment of the closed block and two different assumptions of the number of
shares sold in the initial public offering and the initial public offering
price: (1) the sale of 288,000,000 shares of common stock in the initial public
offering at $14.00 per share, and (2) the sale of 236,000,000 shares of common
stock in the initial public offering at $24.00 per share as if they each had
occurred at September 30, 1999 for purposes of the consolidated balance sheet
information and at January 1, 1998 for purposes of the consolidated statements
of income information for the nine months ended September 30, 1999 and for the
year ended December 31, 1998. This information has been prepared based on the
terms of the plan of reorganization and the assumptions described in "Pro Forma
Consolidated Financial Information". This information assumes, among other
things, (a) a total of 700,000,000 shares of common stock is allocated to
eligible policyholders under the plan of reorganization and (b) the
underwriters' options to purchase additional shares of common stock are not
exercised. We have provided this information for informational purposes only.
The number of shares actually sold in the initial public offering and the
initial public offering price may vary from the amounts assumed. This
information does not necessarily indicate our consolidated financial position or
results of operations had the demutualization and the initial public offering
been consummated on the dates assumed. It also does not project or forecast our
consolidated financial position or results of operations for any future date or
period.
The data set forth below give effect to gross proceeds of $4,032 million to
$5,664 million from the issuance of common stock in the initial public offering
less an assumed underwriting discount and estimated initial public offering
expenses aggregating from $161 million to $227 million, or net proceeds from the
initial public offering of $3,871 million to $5,437 million, assuming an initial
public offering price within a range of $14.00 to $24.00 per share.
Under the plan of reorganization, policyholders eligible to receive
consideration in the demutualization will receive interests in the trust, cash
or policy credits. The trust will hold the shares of common stock allocated
under the plan to those eligible policyholders receiving trust interests. The
information in the table below assumes that an estimated $560 million to $960
million of the net proceeds will be used to reimburse Metropolitan Life
Insurance Company for policy credits made in lieu of 40,000,000 allocated
shares, an estimated $1,176 million to $2,016 million of the net proceeds will
be used to reimburse Metropolitan Life Insurance Company for cash payments made
in lieu of 84,000,000 allocated shares and an estimated $462 million to $792
million will be used to reimburse Metropolitan Life Insurance Company for cash
payments to be made by its Canadian branch to certain holders of policies
included in its Canadian business sold to Clarica Life Insurance Company in
1998. We will account for the payments to the transferred Canadian policyholders
in other expenses in the same period as the effective date of the plan. The
consideration an eligible policyholder receives under the plan of reorganization
will be based on the number of shares of common stock allocated to the eligible
policyholder pursuant to the terms of the plan. For the policyholder receiving
policy credits or cash payments, we will translate the share allocations into
dollar amounts based on the initial public offering price per share. The pro
forma information assumes that eligible policyholders holding approximately 10%
of the total number of shares allocated to eligible policyholders, representing
estimated cash payments of $952 million to $1,632 million, elect to receive
cash. We have also assumed that $224 million to $384 million in cash payments
will be distributed to non-electing eligible policyholders who must receive cash
in the demutualization. We believe this is a reasonable estimate given the
experience of past demutualizations and the preliminary calculations of the
allocation of the consideration to be distributed under the plan. We have also
based our assumptions as to the amounts to be distributed in the form of policy
credits on these preliminary calculations. We will base the consideration to be
paid to each eligible policyholder on the
15
<PAGE> 17
number of shares of common stock allocated to the eligible policyholder.
Therefore, the actual amount of the policy credits and cash payments will depend
on the initial public offering price per share and the number of eligible
policyholders who elect to receive cash at the time of the initial public
offering. We have also based our assumption as to the number of shares of common
stock to be issued to the trust on these preliminary calculations. The actual
amount of common stock issued to the trust will depend on the actual cash and
stock elections of eligible policyholders. See "The Demutualization -- Payment
of Consideration to Eligible Policyholders". The pro forma financial information
also reflects the elimination of the surplus tax on earnings and is presented
before the extraordinary item for demutualization expense. The pro forma
financial information does not give effect to any pro forma earnings resulting
from the use of the net proceeds from the initial public offering or the charge
related to the payments to be made to certain transferred Canadian policyholders
described above.
<TABLE>
<CAPTION>
ASSUMING THE
FOLLOWING INITIAL PUBLIC
OFFERING STOCK PRICE
PER SHARE
-------------------------
$14.00 $24.00
------ ------
<S> <C> <C>
Share Data:
Shares allocated to eligible policyholders................ 700,000,000 700,000,000
Less shares allocated to eligible policyholders who
receive cash or policy credits......................... 124,000,000 124,000,000
----------- -----------
Shares issued to trust.................................... 576,000,000 576,000,000
Shares issued in the initial public offering.............. 288,000,000 236,000,000
----------- -----------
Total shares of common stock outstanding.......... 864,000,000 812,000,000
=========== ===========
Percentage Ownership:
Trust..................................................... 66.7% 70.9%
Purchasers in the initial public offering................. 33.3% 29.1%
</TABLE>
<TABLE>
<CAPTION>
ASSUMING THE
FOLLOWING INITIAL PUBLIC
OFFERING STOCK PRICE
PER SHARE
------------------------
$14.00 $24.00
------ ------
(DOLLARS IN MILLIONS,
EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C>
For the year ended December 31, 1998
Pro forma income before extraordinary item................ $ 1,365 $ 1,365
Pro forma income before extraordinary item per
share -- basic......................................... $ 1.58 $ 1.68
At or for the nine months ended September 30, 1999
Pro forma income before extraordinary item................ $ 522 $ 522
Pro forma income before extraordinary item per
share -- basic......................................... $ 0.60 $ 0.64
Pro forma equity.......................................... $14,918 $14,914
Pro forma book value per share............................ $ 17.27 $ 18.37
Pro forma tangible book value per share(1)................ $ 16.02 $ 17.04
</TABLE>
- ---------------
(1) Excludes goodwill.
16
<PAGE> 18
RISK FACTORS
CHANGES IN INTEREST RATES MAY SIGNIFICANTLY AFFECT OUR PROFITABILITY
In periods of increasing interest rates, policy loans and surrenders and
withdrawals may tend to increase as policyholders seek investments with higher
perceived returns. This process may result in cash outflows requiring that we
sell invested assets at a time when the prices of those assets are adversely
affected by the increase in market interest rates, which may result in realized
investment losses. Conversely, during periods of declining interest rates, life
insurance and annuity products may be relatively more attractive investments,
resulting in increased premium payments on products with flexible premium
features, repayment of policy loans and increased PERSISTENCY during a period
when our new investments carry lower returns. In addition, borrowers may prepay
or redeem mortgages and bonds in our investment portfolio as they seek to borrow
at lower market rates, and we might have to reinvest those funds in lower
interest-bearing investments. Accordingly, during periods of declining interest
rates, a decrease in the spread between interest and dividend rates to
policyholders and returns on our investment portfolio may adversely affect our
profitability. Additionally, customers for whom we provide asset management
services may terminate their relationship with us or reduce the amount of their
assets under management with us in response to changes in interest rates.
DECLINE IN SECURITIES MARKETS MAY ADVERSELY AFFECT OUR ASSET MANAGEMENT BUSINESS
AND SALES OF OUR INVESTMENT PRODUCTS
Fluctuations in the securities markets may affect our asset management
business, as well as sales of our mutual funds, variable life insurance and
variable annuity products. Favorable performance by the U.S. securities markets
over the last five years has attracted a substantial increase in the investments
in these markets and has benefited our asset management business and increased
our assets under management. A decline in the securities markets, failure of the
securities markets to sustain their recent levels of growth, or short-term
volatility in the securities markets could result in investors withdrawing from
the markets or decreasing their rate of investment, either of which could
adversely affect our asset management business and sales of our investment
products. In addition, because the revenues of our asset management business
are, to a large extent, based on the value of assets under management, a decline
in the value of these assets would adversely affect our revenues. In the second
half of 1998, the international capital markets experienced a high level of
volatility, marked by a severe decline in emerging markets, as well as declines
in the U.S. debt and equity markets. We believe that this volatility contributed
to a slowdown in sales of mutual funds, variable life insurance and variable
annuity products in the second half of 1998.
COMPETITIVE FACTORS MAY ADVERSELY AFFECT OUR MARKET SHARE
We believe that competition in our business segments is based on service,
product features, price, commission structure, financial strength, claims paying
ability ratings and name recognition. We compete with a large number of other
insurers, as well as non-insurance financial services companies, such as banks,
broker-dealers and asset managers, for individual customers, employer and other
group customers and agents and other distributors of insurance and investment
products. Some of these companies offer a broader array of products, have more
competitive pricing or, with respect to other insurers, have higher claims
paying ability ratings. Some may also have greater financial resources with
which to compete. National banks, with their pre-existing customer bases for
financial services products, may increasingly compete with insurers, as a result
of court cases that permit national banks to sell annuity products of life
insurance companies in some circumstances and recently-enacted legislation
removing restrictions on bank affiliations with insurers. This legislation, the
Gramm-Leach-Bliley Act of 1999, permits mergers that combine commercial banks,
insurers and securities firms under one holding company. Until passage of the
Gramm-Leach-Bliley Act, the Glass-Steagall Act of 1933, as amended, had limited
the ability of banks to engage in securities-related businesses, and the
17
<PAGE> 19
Bank Holding Company Act of 1956, as amended, had restricted banks from being
affiliated with insurance companies. With the passage of the Gramm-Leach-Bliley
Act, among other things, bank holding companies may acquire insurers, and
insurance holding companies may acquire banks. The ability of banks to affiliate
with insurance companies may materially adversely affect all of our product
lines by substantially increasing the number, size and financial strength of
potential competitors. Additionally, proposed health care reforms could cause
medical health insurance providers to enter some of the non-medical health
insurance markets in which we do business, thereby increasing competition.
Many of our insurance products, particularly those offered by our
Institutional Business segment, are UNDERWRITTEN yearly, and, accordingly, group
purchasers may be able to obtain more favorable terms from competitors rather
than renewing coverage with us. The effect of competition may, as a result,
adversely affect the persistency of these and other products, as well as our
ability to sell products in the future.
The investment management and securities brokerage businesses have
relatively few barriers to entry and continually attract new entrants. Many of
these competitors offer a broader array of investment products and services and
are better known as sellers of annuities and other investment products.
WE MAY BE UNABLE TO ATTRACT AND RETAIN SALES REPRESENTATIVES FOR OUR PRODUCTS
We must attract and retain productive sales representatives to sell our
insurance, annuities and investment products. Strong competition exists among
insurance companies for sales representatives with demonstrated ability. We
compete with other insurance companies for sales representatives primarily on
the basis of our financial position, support services and compensation and
product features. From 1994 to 1998, the number of agents in the MetLife career
agency system declined, from 9,521 to 6,853. We believe that this decline was
principally the result of the adverse impact of sales practices litigation
brought against us beginning in the early 1990s, the establishment of more
stringent company-wide criteria for recruiting and retaining agents and a
consolidation of sales offices and changes in compensation practices for our
sales force during this period. We believe that the number of agents in our
career agency system has stabilized, and we have undertaken several initiatives
to grow our career agency force in the future. We cannot provide assurance that
these initiatives will succeed in attracting and retaining new agents. Sales of
individual insurance, annuities and investment products and our business,
results of operations and financial condition could be materially adversely
affected if we are unsuccessful in attracting and retaining agents.
DIFFERENCES BETWEEN ACTUAL CLAIMS EXPERIENCE AND UNDERWRITING AND RESERVING
ASSUMPTIONS MAY REQUIRE US TO INCREASE LIABILITIES
Our earnings significantly depend upon the extent to which our actual
claims experience is consistent with the assumptions used in setting the prices
for our products and establishing the liabilities for our obligations for future
policy benefits and claims. To the extent that actual claims experience is less
favorable than our underlying assumptions used in establishing such liabilities,
we could be required to increase our liabilities. Such an increase could have a
material adverse effect on our business, results of operations and financial
condition.
Due to the nature of the underlying risks and the high degree of
uncertainty associated with the determination of the liabilities for unpaid
policy benefits and claims, we cannot determine precisely the amounts which we
will ultimately pay to settle these liabilities. Such amounts may vary from the
estimated amounts, particularly when those payments may not occur until well
into the future. We evaluate our liabilities periodically, based on changes in
the assumptions used to establish the liabilities, as well as our actual policy
benefits and claims experience. We charge or credit changes in our liabilities
to expenses in the period the liabilities are established or re-estimated. If
the liabilities originally established for future policy benefits prove
inadequate, we
18
<PAGE> 20
must increase our liabilities, which may have a material adverse effect on our
business, results of operations and financial condition.
CATASTROPHES MAY ADVERSELY IMPACT LIABILITIES FOR PROPERTY AND CASUALTY
POLICYHOLDER CLAIMS AND REINSURANCE AVAILABILITY
Our Auto & Home segment has experienced, and will likely in the future
experience, CATASTROPHE losses that may have an adverse impact on the business,
results of operations and financial condition of this segment. Catastrophes can
be caused by various events, including hurricanes, windstorms, earthquakes,
hail, tornados, explosions, severe winter weather (including snow, freezing
water, ice storms and blizzards) and fires. Due to their nature, we cannot
predict the incidence and severity of catastrophes. Historically, substantially
all of our catastrophe-related claims have related to homeowners coverages.
However, catastrophes may also affect other Auto & Home coverages. For us, areas
of major hurricane exposure include coastal sections of the northeastern U.S.
(including Long Island and the Connecticut, Rhode Island and Massachusetts
shorelines) and Florida. We also have some earthquake exposure, primarily along
the New Madrid fault line in the central U.S. Losses incurred by us from
catastrophes, net of REINSURANCE but before taxes, were $56.7 million, $18.0
million, $69.0 million, $38.1 million and $53.4 million in 1998, 1997, 1996,
1995 and 1994, respectively.
Consistent with industry practices, we establish liabilities for claims
arising from a catastrophe only after assessing the exposure and damages arising
from the event. We cannot be certain that the liabilities we have established
will be adequate to cover actual claims. Furthermore, we cannot assure that the
reinsurance we purchased will be adequate to protect us against material
catastrophe losses or that such reinsurance will continue to be available to us
in the future at commercially reasonable rates. States have from time to time
passed legislation that has the effect of limiting the ability of insurers to
manage risk, such as legislation restricting an insurer's ability to withdraw
from catastrophe-prone areas. While we attempt to limit our exposure to
acceptable levels, subject to restrictions imposed by insurance regulatory
authorities, a catastrophic event or multiple catastrophic events might have a
material adverse effect on our business, results of operations and financial
condition.
A DOWNGRADE IN OUR RATINGS MAY INCREASE POLICY SURRENDERS AND WITHDRAWALS,
ADVERSELY AFFECT RELATIONSHIPS WITH DISTRIBUTORS AND NEGATIVELY IMPACT NEW SALES
Claims paying ability and financial strength ratings are a factor in
establishing the competitive position of insurers. A rating downgrade (or the
potential for such a downgrade) of Metropolitan Life Insurance Company could,
among other things, materially increase the number of policy surrenders and
withdrawals by policyholders of CASH VALUES from their policies, adversely
affect relationships with broker-dealers, banks, agents, wholesalers and other
distributors of Metropolitan Life Insurance Company's products and services,
negatively impact new sales, adversely affect its ability to compete and thereby
have a material adverse effect on our business, results of operations and
financial condition. The current claims paying ability and financial strength
ratings of Metropolitan Life Insurance Company are listed in the table below:
<TABLE>
<CAPTION>
RATING AGENCY RATING RATING STRUCTURE
<S> <C> <C>
Standard & Poor's Ratings Services AA Second highest of nine ratings
("Very Strong") categories and mid-range within the
category based on modifiers (e.g., AA+,
AA and AA- are "Very Strong")
Moody's Investors Service, Inc. Aa2 Second highest of nine ratings
("Excellent")(1) categories and mid-range within the
category based on modifiers (e.g., Aa1,
Aa2 and Aa3 are "Excellent")
</TABLE>
19
<PAGE> 21
<TABLE>
<CAPTION>
RATING AGENCY RATING RATING STRUCTURE
<S> <C> <C>
A.M. Best Company, Inc. A+ Highest of nine ratings categories and
("Superior") second highest within the category
based on modifiers (e.g., A++ and A+
are "Superior" while A and A- are
"Excellent")
Duff & Phelps Credit Rating Co. AA+ Second highest of eight ratings
("Very High") categories and highest within the
category based on modifiers (e.g., AA+,
AA and AA- are "Very High")
</TABLE>
- ---------------
(1) Moody's has placed its ratings of Metropolitan Life Insurance Company under
review for possible downgrade following our announcement that we agreed to
acquire GenAmerica Corporation. See "Business -- Proposed Acquisition of
GenAmerica Corporation".
The foregoing ratings reflect each rating agency's opinion of Metropolitan
Life Insurance Company's financial strength, operating performance and ability
to meet its obligations to policyholders and are not evaluations directed toward
the protection of holders of our common stock.
CHANGES IN STATE AND FEDERAL REGULATION MAY AFFECT OUR PROFITABILITY
Our insurance business is subject to comprehensive state regulation and
supervision throughout the U.S. The primary purpose of such regulation is to
protect policyholders, not stockholders. The laws of the various states
establish insurance departments with broad powers with respect to such things as
licensing companies to transact business, licensing agents, admitting statutory
assets, mandating certain insurance benefits, regulating premium rates,
approving policy forms, regulating unfair trade and claims practices,
establishing statutory reserve requirements and solvency standards, fixing
maximum interest rates on life insurance policy loans and minimum rates for
accumulation of surrender values, restricting certain transactions between
affiliates and regulating the types, amounts and statutory valuation of
investments.
State insurance regulators and the NATIONAL ASSOCIATION OF INSURANCE
COMMISSIONERS (the "NAIC") continually reexamine existing laws and regulations,
and may impose changes in the future that materially adversely affect our
business, results of operations and financial condition.
The U.S. Federal government does not directly regulate the insurance
business. However, Federal legislation and administrative policies in certain
areas can significantly and adversely affect the insurance industry generally
and MetLife in particular. These areas include employee benefit plan regulation,
financial services regulation and Federal taxation and securities laws.
Additionally, interpretation of existing laws may change and the passage from
time to time of new legislation may adversely affect our claims exposure on our
policies.
Metropolitan Life Insurance Company, some of its subsidiaries and certain
policies and contracts offered by them are subject to various levels of
regulation under the Federal securities laws administered by the Securities and
Exchange Commission. These laws and regulations are primarily intended to
protect investors in the securities markets and generally grant supervisory
agencies broad administrative powers, including the power to limit or restrict
the conduct of business for failure to comply with such laws and regulations. We
may also be subject to similar laws and regulations in the states and foreign
countries in which we provide investment advisory services, offer products or
conduct other securities-related activities.
We cannot predict the impact of future state or Federal laws or regulations
on our business. Future laws and regulations, or the interpretation thereof, may
materially adversely affect our business, results of operations and financial
condition.
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<PAGE> 22
DEMUTUALIZATION RISKS
OUR BOARD OF DIRECTORS WILL CONTROL THE OUTCOME OF STOCKHOLDER VOTES ON MANY
MATTERS DUE TO THE VOTING PROVISIONS OF THE METLIFE POLICYHOLDER TRUST
Under the plan of reorganization, we will establish the MetLife
Policyholder Trust to hold the shares of common stock allocated to eligible
policyholders not receiving cash or policy credits under the plan. An estimated
576,000,000 shares of common stock, or 69.3% of the total number of shares
expected to be outstanding based upon an estimated initial public offering price
of $19.00 per share, will be issued to the trust on the effective date of the
plan, to be held on behalf of more than 10 million eligible policyholders.
Because of the number of shares held by the trust and the voting provisions of
the trust, the trust may affect the outcome of matters brought to a stockholder
vote.
Except on votes regarding certain fundamental corporate actions described
below, the trustee will vote all of the shares of common stock held in the trust
in accordance with the recommendations given by our board of directors to our
stockholders or, if the board gives no such recommendation, as directed by the
board. As a result of the voting provisions of the trust, the board of directors
will effectively be able to control votes on all matters submitted to a vote of
stockholders, excluding those fundamental corporate actions, so long as the
trust holds a substantial number of shares of common stock.
If the vote relates to fundamental corporate actions specified in the
trust, the trustee will solicit instructions from the trust beneficiaries and
vote all shares held in the trust in proportion to the instructions it receives.
These actions include:
- an election or removal of directors in which a stockholder has properly
nominated one or more candidates in opposition to a nominee or nominees
of our board of directors or a vote on a stockholder's proposal to oppose
a board nominee for director, remove a director for cause or fill a
vacancy caused by the removal of a director by stockholders, subject to
certain conditions;
- a merger or consolidation, a sale, lease or exchange of all or
substantially all of the assets, or a recapitalization or dissolution, of
MetLife, Inc., in each case requiring a vote of our stockholders under
applicable Delaware law;
- any transaction that would result in an exchange or conversion of shares
of common stock held by the trust for cash, securities or other property;
- issuances of common stock during the first year after the effective date
of the plan at a price materially less than the then prevailing market
price of the common stock, if a vote of our stockholders is required to
approve the issuance under Delaware law, other than issuances in an
underwritten public offering or pursuant to an employee benefit plan;
- for the first year after the effective date of the plan, any matter that
requires a supermajority vote of our outstanding stock entitled to vote
thereon under Delaware law or our certificate of incorporation or
by-laws, and any amendment to our certificate of incorporation or by-laws
that is submitted for approval to our stockholders; and
- any proposal requiring our board of directors to amend or redeem the
rights under our stockholder rights plan, other than a proposal with
respect to which we have received advice of nationally-recognized legal
counsel to the effect that the proposal is not a proper subject for
stockholder action under Delaware law.
If a vote concerns any of these fundamental corporate actions, the trustee will
vote all of the shares of common stock held by the trust in proportion to the
instructions it receives, which would give disproportionate weight to the
instructions actually given by trust beneficiaries.
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<PAGE> 23
WE MAY NEED TO FUND DEFICIENCIES IN OUR CLOSED BLOCK; ASSETS ALLOCATED TO THE
CLOSED BLOCK BENEFIT ONLY THE HOLDERS OF CLOSED BLOCK POLICIES
The plan of reorganization requires that Metropolitan Life Insurance
Company establish and operate an accounting mechanism, known as a closed block,
to ensure that the reasonable dividend expectations of policyholders of certain
individual insurance policies of Metropolitan Life Insurance Company are met. We
will allocate assets to the closed block in an amount that we expect will
produce cash flows which, together with anticipated revenues from the policies
included in the closed block, are reasonably expected to be sufficient to
support these policies, including, but not limited to, provisions for the
payment of claims and certain expenses and taxes, and to provide for the
continuation of the policyholder DIVIDEND SCALES payable in 1999, if the
experience underlying such scales continues, and for appropriate adjustments in
such scales if the experience changes. We cannot assure that the closed block
assets, the cash flows generated by the closed block assets and the anticipated
revenues from the policies included in the closed block will be sufficient to
provide for the benefits guaranteed under these policies. If they are not
sufficient, we must fund the shortfall. Even if they are sufficient, we may
choose, for competitive reasons, to support policyholder dividend payments with
our general account funds. See "The Demutualization" for a description of the
closed block.
The closed block assets, the cash flows generated by the closed block
assets and the anticipated revenues from the policies in the closed block will
benefit only the holders of those policies. In addition, to the extent that
these amounts are greater than the amounts estimated at the time we fund the
closed block, dividends payable in respect of the policies included in the
closed block may be greater than they would be in the absence of a closed block.
Any excess earnings will be available for distribution over time to closed block
policyholders but will not be available to our stockholders.
A CHALLENGE TO THE NEW YORK SUPERINTENDENT OF INSURANCE'S APPROVAL MAY
ADVERSELY AFFECT THE TERMS OF THE DEMUTUALIZATION AND THE MARKET PRICE OF OUR
COMMON STOCK
After a public hearing, the New York Superintendent of Insurance will
determine whether the plan of reorganization meets the standards of applicable
New York law, including, among other things, whether the plan is fair and
equitable to the policyholders of Metropolitan Life Insurance Company. We do not
expect that the New York Superintendent's order approving the plan will address
the fairness of the plan to purchasers of common stock in the initial public
offering.
Section 7312 of the New York Insurance Law provides that any lawsuit
challenging the validity of or arising out of acts taken or proposed to be taken
under the demutualization statute in connection with the demutualization must be
commenced within one year after a copy of the plan of reorganization, with the
New York Superintendent's approval endorsed thereon, is filed in the office of
the New York Superintendent or six months from the effective date of the plan of
reorganization, whichever is later, or if the plan is withdrawn, within six
months of such withdrawal. Although Section 326 of the New York Insurance Law
provides that orders of the New York Superintendent are subject to judicial
review in a proceeding under Article 78 of New York's Civil Practice Law and
Rules, the law is not clear whether a lawsuit challenging an order of the New
York Superintendent under Section 7312 would have to be commenced within four
months after the order became final and binding, as is generally the case for an
Article 78 proceeding, or within the time period specified in Section 7312,
whichever is later. We cannot predict whether any lawsuit challenging the plan
or the approval thereof will be commenced or what aspects of the plan, if any,
such an action might challenge. The existence of such a challenge could
adversely affect the market price of our common stock.
A successful challenge to the order of the New York Superintendent could
result in monetary damages, a modification of the plan of reorganization or the
New York Superintendent's approval of the plan being set aside. In order to
challenge successfully the New York Superintendent's approval of the plan, a
challenging party would have to sustain the burden of showing that
22
<PAGE> 24
approval was arbitrary and capricious, an abuse of discretion, made in violation
of lawful procedures, affected by an error of law or not supported by
substantial evidence. In addition, Section 7312 provides that an insurer may
require a challenging party to give security for the insurer's reasonable
expenses, including attorneys' fees, which may be incurred or for which the
insurer may become liable, to which security the insurer shall have recourse in
such amount as the court shall determine upon the termination of the action.
A successful challenge would likely result in substantial uncertainty
relating to the terms and effectiveness of the plan of reorganization, and a
substantial period of time might be required to reach a final determination.
Such an outcome would be materially adverse to purchasers of common stock in the
initial public offering and would have a material adverse effect on our
business, results of operations and financial condition.
LITIGATION AND REGULATORY INVESTIGATIONS MAY ADVERSELY AFFECT OUR BUSINESS,
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
We face significant risks of litigation and regulatory investigations and
actions in connection with our activities as an insurer, employer, investment
advisor, investor and taxpayer. These types of lawsuits and regulatory actions
may be difficult to assess or quantify, may seek recovery of very large and/or
indeterminate amounts, including punitive and treble damages, and their
existence and magnitude may remain unknown for substantial periods of time. A
substantial legal liability or a significant regulatory action against us could
have a material adverse effect on our business, results of operations and
financial condition.
We are currently defendants in approximately 400 lawsuits, including over
40 putative or certified class action lawsuits, raising allegations of improper
marketing and sales of individual life insurance policies or annuities, which
are referred to as "sales practices claims". Further, state insurance regulatory
authorities and other authorities regularly make inquiries and conduct
investigations concerning our compliance with applicable insurance and other
laws and regulations. These include investigations of alleged improper
replacement transactions and alleged improper marketing and sales of insurance
with inaccurate or inadequate disclosures as to the period for which premiums
would be payable.
On August 18, 1999, Metropolitan Life Insurance Company announced a
settlement resolving a multidistrict litigation proceeding involving alleged
improper sales practices. The settlement covers claims alleging improper sales
practices in connection with the sale, servicing and administration of permanent
life insurance policies and annuity contracts or certificates issued by
Metropolitan Life Insurance Company or certain of its subsidiaries pursuant to
sales made in the U.S. to individuals between January 1, 1982 and December 31,
1997. The class covered by the settlement includes owners of approximately six
million in-force and terminated insurance policies and approximately one million
in-force and terminated annuity contracts. The settlement is subject to court
approval and the resolution of any appeals that are taken. Approximately 20,000
class members covered by the settlement have elected to exclude themselves from
the settlement. The settlement does not cover class action lawsuits involving
former policyholders of New England Life Insurance Company or purchasers of
Metropolitan Life Insurance Company's policies and annuities outside the U.S.
We expect that the total cost to us of the settlement will be approximately
$957 million. This amount is equal to the amount of the increase in liabilities
for the death benefits and policy adjustments and the present value of expected
cash payments to be provided to included class members, as well as attorneys'
fees and expenses and estimated other administrative costs, but does not include
the cost of litigation with policyholders who are excluded from the settlement.
We believe that the cost to us of the settlement will be substantially covered
by available reinsurance and the provisions made in our consolidated financial
statements, and thus will not have a material adverse effect on our consolidated
results of operations or financial condition. We have not yet made a claim under
those reinsurance agreements and, although there is a risk
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<PAGE> 25
that the carriers will refuse coverage for all or part of the claim, we believe
this is very unlikely to occur. We believe we have made adequate provision in
our consolidated financial statements for all probable losses for sales
practices claims, including litigation costs involving policyholders who are
excluded from the settlement.
Metropolitan Life Insurance Company is also a defendant in numerous
lawsuits seeking compensatory and punitive damages for personal injuries
allegedly caused by exposure to asbestos or asbestos-containing products.
Additional litigation relating to these matters may be commenced in the future.
While it is not feasible to predict or determine the ultimate outcome of
all pending investigations and legal proceedings or provide reasonable ranges of
potential losses, it is the opinion of our management that their outcomes, after
consideration of available insurance and reinsurance and the provisions made in
our consolidated financial statements, are not likely to have a material adverse
effect on our consolidated financial condition. However, given the large and/or
indeterminate amounts sought in certain of these matters and the inherent
unpredictability of litigation, it is possible that an adverse outcome in
certain matters could, from time to time, have a material adverse effect on our
operating results or cash flows in particular quarterly or annual periods. See
"Business -- Legal Proceedings", Note 9 of Notes to Consolidated Financial
Statements and Note 3 of Notes to Unaudited Interim Condensed Consolidated
Financial Statements for a discussion of the material legal matters in which we
are currently involved.
INVESTMENT PORTFOLIO RISKS
DEFAULTS ON OUR FIXED MATURITY PORTFOLIO MAY ADVERSELY AFFECT OUR
PROFITABILITY
We are subject to the risk that the issuers of the fixed maturity
securities we own may default on principal and interest payments due thereon,
particularly if a major economic downturn occurs. At September 30, 1999, fixed
maturities that we classify as either "Problem" or "Potential Problem" totaled
0.3% of our fixed maturity investments. In recent years we have increased the
percentage of our investments in non-investment grade fixed maturity securities.
At September 30, 1999, such securities constituted 9.1% of our total fixed
maturities. Our fixed maturity securities of $98.2 billion represented 68.4% of
our total cash and invested assets at September 30, 1999. An increase in
defaults on these securities could materially adversely affect our business,
results of operations and financial condition.
DEFAULTS ON OUR MORTGAGE LOANS MAY ADVERSELY AFFECT OUR PROFITABILITY
Our mortgage loans face default risk. At September 30, 1999, our mortgage
loans of $19.6 billion represented 13.6% of our total cash and invested assets.
At September 30, 1999, loans that were either delinquent or in process of
foreclosure totaled 0.5% of our mortgage loan investments, compared with the
industry average at December 31, 1998 of 0.6%, as reported by the American
Council of Life Insurance. The performance of our mortgage loan investments,
however, may fluctuate in the future. In addition, substantially all of our
mortgage loans have balloon payment maturities. An increase in the default rate
of our mortgage loan investments could have a material adverse effect on our
business, results of operations and financial condition.
SOME OF OUR INVESTMENTS ARE RELATIVELY ILLIQUID
Our investments in private placement fixed maturities, mortgage loans,
equity real estate, including real estate joint ventures and other limited
partnership interests are relatively illiquid. If we require significant amounts
of cash on short notice in excess of our normal cash requirements, we may have
difficulty selling these investments at attractive prices, in a timely manner,
or both.
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<PAGE> 26
DERIVATIVES MAY NOT BE HONORED BY COUNTERPARTIES
We use derivative instruments to hedge market risk. Our derivative strategy
employs a variety of instruments including financial futures, foreign exchange
contracts, foreign currency swaps, interest rate swaps, interest rate caps and
options. A failure by a counterparty to honor the terms of its derivatives
contracts with us could have a material adverse effect on our business, results
of operations and financial condition.
DIVIDENDS MAY BE AFFECTED BY LIMITATIONS IMPOSED ON METROPOLITAN LIFE INSURANCE
COMPANY
After the effective date of the plan, MetLife, Inc. will be an insurance
holding company. The assets of MetLife, Inc. will consist primarily of all of
the outstanding shares of the common stock of Metropolitan Life Insurance
Company. Our ongoing ability to pay dividends to our stockholders and meet our
obligations, including paying operating expenses and any debt service, primarily
depends upon the receipt of dividends from Metropolitan Life Insurance Company.
Any inability of Metropolitan Life Insurance Company to pay dividends to us in
the future in an amount sufficient for us to pay dividends to our stockholders
and meet our other obligations may materially adversely affect our business,
results of operations and financial condition.
The payment of dividends by Metropolitan Life Insurance Company is
regulated under state insurance law. Under the New York Insurance Law,
Metropolitan Life Insurance Company may pay a stockholder dividend to us only if
it files notice of its intention to declare such a dividend and the amount
thereof with the New York Superintendent of Insurance, and the New York
Superintendent does not disapprove the dividend. Under the New York Insurance
Law, the New York Superintendent has broad discretion in determining whether the
financial condition of a stock life insurance company would support the payment
of that dividend. The New York Insurance Department has established informal
guidelines for the New York Superintendent's determinations that focus on, among
other things, an insurer's overall financial condition and profitability under
statutory accounting practices. We cannot assure that Metropolitan Life
Insurance Company will have statutory earnings to support the payment of
dividends to us in an amount sufficient to fund our cash requirements and pay
cash dividends. In addition, from time to time, the NAIC and various state
insurance regulators have considered, and may in the future consider and adopt,
proposals to further restrict the making of dividend payments by an insurer
without regulatory approval. Such proposals, if enacted, could further restrict
the ability of Metropolitan Life Insurance Company to pay dividends to us.
FAILURE TO ACHIEVE YEAR 2000 COMPLIANCE MAY ADVERSELY IMPACT SYSTEMS OPERATIONS
We are in the process of modifying or replacing portions of our information
technology and non-information technology systems so that they will be Year 2000
compliant. However, any failure to identify all of our Year 2000 issues, or to
complete our scheduled modifications and conversions on a timely basis, could
have a material adverse effect on our business, results of operations and
financial condition. In addition, we cannot guarantee that other companies,
governmental agencies or other entities on which we rely will remediate their
own Year 2000 issues on a timely basis, or that their failure to remediate or
their making a modification or conversion that is incompatible with our systems,
would not have a material adverse effect on our business, results of operations
and financial condition.
CHANGES IN FEDERAL INCOME TAXATION COULD ADVERSELY IMPACT SALES OF OUR
INSURANCE, ANNUITIES AND INVESTMENT PRODUCTS
Current Federal income tax laws generally permit the tax-deferred
accumulation of earnings on the premiums paid by the holders of annuities and
life insurance products. Taxes, if any, are payable on the accumulated
tax-deferred earnings when earnings are actually paid. Congress has, from time
to time, considered possible legislation that would eliminate the deferral of
taxation on the accretion of value within certain annuities and life insurance
products. The 1994 U.S. Supreme Court ruling in NationsBank of North Carolina v.
Variable Annuity Life Insurance
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<PAGE> 27
Company that annuities are not insurance for purposes of the National Bank Act
may cause Congress to consider legislation that would eliminate tax deferral at
least for certain annuities. Enactment of other possible legislation, including
a simplified "flat tax" income structure with an exemption from taxation for
investment income, could also adversely affect purchases of life insurance. We
cannot foresee whether Congress will enact legislation or, whether such
legislation, if enacted, will contain provisions with possible adverse effects
on our life insurance and annuity products.
Recently, the Federal income tax rate on capital gains was reduced.
Consequently, some of our annuities and investment products that feature tax
deferral of earnings appear relatively less attractive in comparison with
alternative accumulation products that feature long-term capital gains
treatment, particularly if the tax rates on ordinary income that are ultimately
applied to such tax-deferred earnings substantially exceeded the reduced rate on
long-term capital gains.
SALES OF SHARES MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK
The trust will hold an estimated 576,000,000 shares of common stock on
behalf of more than 10 million eligible policyholders, and their permitted
assigns, who we estimate will become beneficiaries of the trust. The trust
agreement provides that a beneficiary may sell the beneficiary's allocated
shares of common stock through the purchase and sale program that we have
established. Sales may be made at any time after the later of (1) termination of
any stabilization arrangements and trading restrictions in connection with the
initial public offering or (2) the closing of all underwriters' over-allotment
options that have been exercised and the expiration of all unexercised options
in connection with the initial public offering. Generally, sales will be
processed on the first or second trading day after sale instructions are
received. However, for the first 300 days after the plan effective date, if
sales on the open market on behalf of trust beneficiaries holding more than
25,000 trust interests exceed the lesser of (i) 1/20th of 1% of the number of
shares of common stock outstanding and (ii) 25% of the average daily trading
volume for the 20 trading days (or such shorter period, if fewer than 20 trading
days have elapsed since the plan effective date) preceding the trade, sales of
such excess shares for those beneficiaries may be deferred to the next trading
day (which will then be subject to the same volume limitations on that day) or
sold by a nationally-recognized brokerage firm that will sell the shares as
agent at market clearing prices or as principal in a block trade. We expect that
these sales may begin within approximately 30 days after the plan effective
date. In addition, subject to certain limitations, a trust beneficiary may
withdraw his or her allocated shares beginning one year after the effective date
of the plan. Sales of substantial amounts of common stock, or the perception
that such sales could occur, could adversely affect prevailing market prices for
our common stock.
THE INITIAL PUBLIC OFFERING PRICE OF OUR COMMON STOCK MAY NOT BE INDICATIVE OF
THE MARKET PRICE OF OUR STOCK AFTER THE OFFERING
The initial public offering price of our common stock will be determined by
negotiations among MetLife, Inc., Metropolitan Life Insurance Company and the
representatives of the underwriters. In addition, the final terms of the initial
public offering, including the initial public offering price, will be subject to
the approval of the New York Superintendent of Insurance. The initial public
offering price of our common stock will be based on numerous factors and may not
be indicative of the market price for our common stock after the initial public
offering. Factors such as variations in actual or anticipated operating results,
changes in or failure to meet earnings estimates of securities analysts, market
conditions in the financial services and insurance industries, regulatory
actions and general economic and stock market conditions, among others, may have
a significant effect on the market price of our common stock. Accordingly, the
market price of our common stock may decline below the initial public offering
price.
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STATE LAWS AND OUR CERTIFICATE OF INCORPORATION AND BY-LAWS MAY DELAY, DETER OR
PREVENT TAKEOVERS AND BUSINESS COMBINATIONS THAT STOCKHOLDERS MIGHT CONSIDER IN
THEIR BEST INTERESTS
State laws and our certificate of incorporation and by-laws may delay,
deter or prevent a takeover attempt that stockholders might consider in their
best interests. For instance, they may prevent stockholders from receiving the
benefit from any premium over the market price of the common stock offered by a
bidder in a takeover context. Even in the absence of a takeover attempt, the
existence of these provisions may adversely affect the prevailing market price
of our common stock if they are viewed as discouraging takeover attempts in the
future.
The insurance laws and regulations of New York, the jurisdiction in which
our principal insurance subsidiary, Metropolitan Life Insurance Company, is
organized, may delay or impede a business combination involving us. Under the
New York Insurance Law, for a period of five years following the effective date
of the demutualization, no person may acquire beneficial ownership of 5% or more
of the outstanding shares of our common stock without the prior approval of the
New York Superintendent of Insurance. In addition, the New York Insurance Law
prohibits any person from acquiring control of us and thus indirect control of
Metropolitan Life Insurance Company, without the prior approval of the New York
Superintendent. That law presumes that control exists where any person, directly
or indirectly, owns, controls, holds the power to vote or holds proxies
representing 10% or more of our outstanding voting stock, unless the New York
Superintendent, upon application, determines otherwise. Even persons who do not
acquire beneficial ownership of more than 10% of the outstanding shares of our
common stock may be deemed to have acquired such control, if the New York
Superintendent determines that such persons, directly or indirectly, exercise a
controlling influence over our management or our policies. Therefore, any person
seeking to acquire a controlling interest in us would face regulatory obstacles
which may delay, deter or prevent an acquisition that stockholders might
consider in their best interests.
In addition, Section 203 of the Delaware General Corporation Law may affect
the ability of an "interested stockholder" to engage in certain business
combinations, including mergers, consolidations or acquisitions of additional
shares, for a period of three years following the time that the stockholder
becomes an "interested stockholder". An "interested stockholder" is defined to
include persons owning directly or indirectly 15% or more of the outstanding
voting stock of a corporation.
The stockholder rights plan adopted by our board of directors may also have
antitakeover effects. The stockholder rights plan is designed to protect our
stockholders in the event of unsolicited offers to acquire MetLife, Inc. and
other coercive takeover tactics which, in the opinion of our board of directors,
could impair its ability to represent stockholder interests. The provisions of
the stockholder rights plan may render an unsolicited takeover more difficult or
less likely to occur or might prevent such a takeover, even though such takeover
may offer our stockholders the opportunity to sell their stock at a price above
the prevailing market price and may be favored by a majority of our
stockholders.
RISKS RELATING TO ACQUISITION OF GENAMERICA CORPORATION
WE MAY BE UNABLE TO CONSUMMATE THE ACQUISITION OF GENAMERICA
Our acquisition of GenAmerica is subject to a number of regulatory
approvals, termination rights and other closing conditions, and accordingly, we
face the risk that we will be unable to consummate the transaction. The parties
have received the approval of the Director of the Missouri Department of
Insurance and of the court hearing the reorganization proceeding of General
American Mutual Holding Company, which is the ultimate parent of General
American Life. Other standard regulatory approvals must also be obtained in
order to complete the transaction. Additionally, we have a number of termination
rights under our stock purchase agreement, including the right to terminate if
General American Life is placed in rehabilitation proceedings and such
proceedings are not completed within 21 days, or a longer period in our
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sole discretion. In addition, we may terminate the stock purchase agreement if a
change has occurred that fundamentally impairs the core business operations of
GenAmerica and its subsidiaries, taken as a whole, in a manner that cannot be
remedied within a reasonable period of time. The acquisition is also subject to
standard closing conditions such as the representations and warranties being
true and correct and all third party approvals being obtained.
WE MAY BE EXPOSED TO ADDITIONAL LITIGATION
General American Life is a defendant in several class action lawsuits
involving sales practices claims. These lawsuits would not be covered either by
our recent class action settlement pertaining to sales practices claims or by
our excess of loss reinsurance agreements covering some of our sales practices
claims. In addition, General American Life is a defendant in several lawsuits
claiming disability benefits and alleging bad faith in the termination of those
benefits in connection with disability insurance it wrote prior to exiting that
business in 1991. We are not indemnified under the stock purchase agreement for
any losses relating to such claims against GenAmerica. Additionally, a subpoena
was recently served by the U.S. Department of Justice requesting that General
American Life provide records relating to its Medicare administration operations
in connection with a "whistleblower" suit filed by a former employee. While it
is not feasible to predict or determine the ultimate outcome of these matters,
we believe that their outcomes will not have a material adverse effect on our
business or financial condition, although it is possible that an adverse outcome
in certain matters could, from time to time, have a material adverse effect on
our operating results or cash flows in any particular period.
We or General American Life may also become subject to claims brought by
policyholders of General American Life or shareholders of its publicly held
subsidiaries in connection with events leading up to the execution of the stock
purchase agreement, as well as the acquisition itself. Some transactions leading
up to the acquisition and the acquisition itself might be susceptible to
challenge if any of the entities involved is placed in liquidation or
bankruptcy. No claims arising out of these events have yet been made, although
there can be no assurance that claims will not be made in the future. We are
indemnified under the terms of the stock purchase agreement for some of those
matters. We will have a first priority perfected security interest in the
purchase price proceeds under the stock purchase agreement to cover losses that
we incur for which General American Mutual Holding Company has indemnified us
under the stock purchase agreement. Such indemnified losses include breaches of
representations and warranties, legal proceedings brought within three years
after the date of closing, alleged breaches of General American Life's funding
agreements and GUARANTEED INTEREST CONTRACTS ("GICS") and the acceleration of
payments under certain compensation arrangements and benefit plans. However, we
cannot assure that the purchase price proceeds which may be available for
indemnified losses will adequately protect us from liabilities if any claims are
brought.
WE MAY BE UNABLE TO RESTORE THE ONGOING BUSINESS OF GENAMERICA IN A TIMELY
MANNER
After General American Life was placed under the supervision of the
Missouri Department of Insurance, sales of new insurance policies and annuity
contracts by GenAmerica declined significantly and surrender levels for existing
policyholders and annuity owners increased. Although we intend to quickly
integrate GenAmerica into our existing operations, we cannot guarantee that
following the acquisition we will be able to do so or that sales by GenAmerica
of new insurance policies and annuity contracts and surrender rates for existing
policies and contracts will return to pre-supervision levels. In particular, we
cannot assure that the claims paying ability and financial strength ratings of
General American Life, Reinsurance Group of America and GenAmerica's other
insurance subsidiaries, which had been downgraded, will return to their prior
levels. GenAmerica incurred a loss in the third quarter, principally due to
losses from the sale of invested assets to meet funding agreement and other
policy obligations and the write-down of other assets to their current market
value. There can be no assurance that future profitability of GenAmerica will
not be adversely affected.
28
<PAGE> 30
USE OF PROCEEDS
Our net proceeds from the initial public offering are estimated to be
$3,871 million to $5,437 million, or $4,451 million to $6,253 million if the
underwriters' options to purchase additional shares of common stock as described
under "Underwriting" are exercised in full, assuming an initial public offering
price within a range of $14.00 to $24.00 per share, and after deducting an
assumed underwriting discount and estimated offering expenses payable by us.
As required by the plan of reorganization, we will use the net proceeds as
follows:
- an estimated $560 million to $960 million to reimburse Metropolitan Life
Insurance Company for the crediting of policy credits;
- an estimated $1,176 million to $2,016 million to reimburse Metropolitan
Life Insurance Company for the payment of cash to certain policyholders
in the demutualization;
- an estimated $462 million to $792 million to reimburse Metropolitan Life
Insurance Company for cash payments to be made by its Canadian branch to
certain holders of policies included in its Canadian business sold to
Clarica Life Insurance Company in 1998;
- an estimated $393 million to reimburse Metropolitan Life Insurance
Company for the payment of the fees and expenses incurred in connection
with the demutualization; and
- MetLife, Inc. will retain up to $340 million (unless the New York
Superintendent of Insurance approves a larger amount) for working
capital, payment of dividends and other general corporate purposes and to
pay the fees and expenses of the trustee and custodian of the MetLife
Policyholder Trust.
We will contribute any remaining proceeds to Metropolitan Life Insurance
Company for its general corporate purposes and to repay an estimated $935
million of the $1.2 billion of short-term debt that Metropolitan Life Insurance
Company expects to incur in connection with the acquisition of GenAmerica
Corporation.
In addition to the initial public offering, the plan of reorganization
permits us to complete one or more other capital raising transactions on the
plan effective date. These may include one or more of a public offering of
mandatorily convertible preferred securities, a public offering of convertible
preferred securities and up to $500 million aggregate principal amount of
publicly-issued debt securities, commercial paper issuances or bank borrowings
(or a combination of such offerings, issuances and bank borrowings). The plan of
reorganization provides that the initial public offering, together with any
other capital raising transactions completed on the plan effective date, must
raise proceeds, net of underwriting commissions and related expenses, in an
amount at least equal to the amount paid by Metropolitan Life Insurance Company
to fund mandatory cash payments pursuant to the plan and policy credits to
policyholders and to pay fees and expenses incurred by Metropolitan Life
Insurance Company related to the demutualization, as well as to reimburse
Metropolitan Life Insurance Company for amounts to be paid by its Canadian
branch to certain holders of policies included in our Canadian business sold to
Clarica Life Insurance Company in 1998.
We will not receive any proceeds from the issuance of the common stock to
the MetLife Policyholder Trust in exchange for policyholders' membership
interests.
29
<PAGE> 31
DIVIDEND POLICY
Our board of directors intends to declare an annual dividend on our common
stock. The declaration and payment of dividends is subject to the discretion of
our board of directors, and will depend on our financial condition, results of
operations, cash requirements, future prospects, regulatory restrictions on the
payment of dividends by Metropolitan Life Insurance Company and our other
insurance subsidiaries and other factors deemed relevant by the board. There is
no requirement or assurance that we will declare and pay any dividends. For a
discussion of our cash sources and needs, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources -- MetLife, Inc."
Following the effective date of the plan, we will be an insurance holding
company. Our assets will consist primarily of all of the outstanding shares of
the common stock of Metropolitan Life Insurance Company. Our ongoing ability to
pay dividends to our stockholders and to meet our obligations, including paying
our operating expenses and any debt service, depends primarily upon the receipt
of dividends from Metropolitan Life Insurance Company. The payment of dividends
by Metropolitan Life Insurance Company is regulated under the New York Insurance
Law. See "Risk Factors -- Dividends may be affected by limitations imposed on
Metropolitan Life Insurance Company" and "Business -- Regulation -- Insurance
regulation -- Holding company regulation".
30
<PAGE> 32
CAPITALIZATION
The information in the following table is derived from and should be read
in conjunction with the Consolidated Financial Statements and the related Notes
and with the Pro Forma Consolidated Financial Information and Notes thereto
included elsewhere in this prospectus. The table presents our consolidated
capitalization at September 30, 1999 and after giving effect to:
- the demutualization and the issuance of an estimated 576,000,000 shares
of common stock to the trust on behalf of policyholders in the
demutualization;
- the sale of 255,000,000 shares of common stock in the offering at an
assumed initial public offering price of $19.00 per share, the midpoint
of the range stated on the cover page of this prospectus;
- the use of an estimated $760 million from the offering to reimburse
Metropolitan Life Insurance Company for the crediting of policy credits
provided in lieu of allocated shares;
- the use of an estimated $1,596 million from the offering to reimburse
Metropolitan Life Insurance Company for cash payments made in lieu of
allocated shares;
- the use of an estimated $627 million to reimburse Metropolitan Life
Insurance Company for cash payments made by its Canadian branch to
certain holders of policies included in our Canadian business, which was
sold to Clarica Life Insurance Company in 1998; and
- an estimated $312 million (net of income taxes of $65 million) for
additional fees and expenses incurred in connection with the
demutualization;
as if the demutualization and the offering had occurred at September 30, 1999.
Under the plan of reorganization, policyholders eligible to receive
consideration in the demutualization will be allocated shares of common stock,
which will be held for them by the trust, cash or policy credits. The data set
forth below assumes that policy credits will be provided in lieu of 40,000,000
allocated shares and cash payments will be made in lieu of 84,000,000 allocated
shares. The actual amount used to fund such policy credits and cash payments
will depend on the initial public offering price per share. The data set forth
below excludes 37,500,000 shares issuable upon exercise of the underwriters'
options to purchase additional shares as described under "Underwriting". See
"The Demutualization -- Payment of Consideration to Eligible Policyholders".
<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1999
-----------------------------------------------------
THE PRO
HISTORICAL DEMUTUALIZATION THE OFFERING FORMA
---------- --------------- ------------ -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
DEBT:
Short-term debt........................................ $ 5,619 $ -- $ -- $ 5,619
-------
Long-term debt
Surplus notes and other.............................. 1,597 -- -- 1,597
Investment-related debt.............................. 371 -- -- 371
Non-insurance subsidiary debt........................ 586 -- -- 586
------- -------- ------ -------
Total long-term debt.......................... 2,554 -- -- 2,554
------- -------- ------ -------
EQUITY:
Preferred stock, par value $.01 per share, 200,000,000
shares authorized; none issued....................... -- -- -- --
Series A Junior Participating.......................... -- -- -- --
Common stock, par value $.01 per share; 3,000,000,000
shares authorized; pro forma 576,000,000 shares for
the demutualization, and 255,000,000 shares for the
offering; total pro forma 831,000,000 shares issued
and outstanding...................................... -- 6 2 8
Additional paid-in capital............................. -- 10,533 4,661 15,194
Retained earnings...................................... 13,834 (13,834) -- --
Accumulated other comprehensive loss................... (277) -- -- (277)
------- -------- ------ -------
Total equity.................................. 13,557 (3,295) 4,663 14,925
------- -------- ------ -------
TOTAL CAPITALIZATION.......................... $16,111 $ (3,295) $4,663 $17,479
======= ======== ====== =======
</TABLE>
31
<PAGE> 33
SELECTED FINANCIAL INFORMATION
The following table sets forth selected consolidated financial information
for MetLife. The consolidated financial information for the years ended December
31, 1998, 1997 and 1996 and at December 31, 1998 and 1997 has been derived from
our audited consolidated financial statements included elsewhere in this
prospectus. The consolidated financial information for the years ended December
31, 1995 and 1994 and at December 31, 1996, 1995, and 1994 has been derived from
our audited consolidated financial statements not included elsewhere in this
prospectus. The selected consolidated financial information for the nine months
ended September 30, 1999 and 1998 and at September 30, 1999 has been derived
from our unaudited interim condensed consolidated financial statements included
elsewhere herein. The selected consolidated financial information at September
30, 1998 has been derived from our unaudited interim condensed consolidated
financial statements not included elsewhere herein. In the opinion of
management, the unaudited interim condensed consolidated financial information
presented in the table below reflects all adjustments, which include only normal
recurring adjustments, necessary for a fair statement of our consolidated
financial position and results of operations for such periods. The results of
operations for the nine months ended September 30, 1999 are not necessarily
indicative of the results to be expected for the full year. The following
consolidated statements of income and consolidated balance sheet data, other
than the statutory data, have been prepared in conformity with generally
accepted accounting principles. The statutory data have been derived from
Metropolitan Life Insurance Company's Annual Statements filed with insurance
regulatory authorities and have been prepared in accordance with statutory
accounting practices. The following information should be read in conjunction
with and is qualified in its entirety by the information and consolidated
financial statements appearing elsewhere in this prospectus.
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, FOR THE YEARS ENDED DECEMBER 31,
----------------- ----------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA
Revenues:
Premiums(1)...................................... $ 8,724 $ 8,503 $ 11,503 $ 11,278 $ 11,345 $ 11,178 $ 10,078
Universal life and investment-type product policy
fees........................................... 1,019 1,110 1,360 1,418 1,243 1,177 883
Net investment income(1)(2)(3)................... 7,235 7,633 10,228 9,491 8,978 8,837 8,326
Other revenues(1)................................ 1,552 1,481 1,965 1,491 1,246 834 636
Net realized investment gains (losses)(4)........ (177) 1,083 2,021 787 231 (157) (258)
------- ------- -------- -------- -------- -------- --------
18,353 19,810 27,077 24,465 23,043 21,869 19,665
------- ------- -------- -------- -------- -------- --------
Expenses:
Policyholder benefits and claims(1)(5)........... 9,436 9,293 12,488 12,234 12,286 11,915 10,987
Interest credited to policyholder account
balances....................................... 1,823 2,058 2,731 2,884 2,868 3,143 3,040
Policyholder dividends........................... 1,237 1,215 1,653 1,742 1,728 1,786 1,752
Other expenses(1)(3)(6).......................... 5,076 4,925 8,118 5,934 4,755 4,281 3,473
------- ------- -------- -------- -------- -------- --------
17,572 17,491 24,990 22,794 21,637 21,125 19,252
------- ------- -------- -------- -------- -------- --------
Income before provision for income taxes,
discontinued operations and extraordinary item... 781 2,319 2,087 1,671 1,406 744 413
Provision for income taxes(7)...................... 353 846 740 468 482 407 380
------- ------- -------- -------- -------- -------- --------
Income before discontinued operations and
extraordinary item............................... 428 1,473 1,347 1,203 924 337 33
(Loss) gain from discontinued operations(8)........ -- -- -- -- (71) 362 81
------- ------- -------- -------- -------- -------- --------
Income before extraordinary item................... 428 1,473 1,347 1,203 853 699 114
Extraordinary item -- demutualization expense, net
of income tax of $15 and $2, respectively........ (77) -- (4) -- -- -- --
------- ------- -------- -------- -------- -------- --------
Net income......................................... $ 351 $ 1,473 $ 1,343 $ 1,203 $ 853 $ 699 $ 114
======= ======= ======== ======== ======== ======== ========
</TABLE>
32
<PAGE> 34
<TABLE>
<CAPTION>
AT SEPTEMBER 30, AT DECEMBER 31,
------------------- ----------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
General account assets(3)......................... $166,429 $156,322 $157,278 $154,438 $145,877 $144,277 $136,189
Separate account assets........................... 60,737 53,867 58,068 48,338 43,399 38,861 31,380
-------- -------- -------- -------- -------- -------- --------
Total assets...................................... $227,166 $210,189 $215,346 $202,776 $189,276 $183,138 167,569
======== ======== ======== ======== ======== ======== ========
Liabilities:
Life and health policyholder liabilities(9)..... $121,909 $121,935 $122,726 $125,849 $121,333 $120,782 $115,506
Property and casualty policyholder
liabilities(9)................................ 2,227 1,508 1,477 1,509 1,562 1,438 1,556
Short-term debt................................. 5,619 830 3,585 4,587 3,311 3,235 3,173
Long-term debt.................................. 2,554 3,089 2,903 2,884 1,946 2,345 1,633
Separate account liabilities.................... 60,737 53,867 58,068 48,338 43,399 38,861 31,380
Other liabilities(3)............................ 20,563 13,292 11,720 5,602 5,742 4,723 5,893
-------- -------- -------- -------- -------- -------- --------
Total liabilities................................. 213,609 194,521 200,479 188,769 177,293 171,384 159,141
-------- -------- -------- -------- -------- -------- --------
Retained earnings................................. 13,834 13,613 13,483 12,140 10,937 10,084 9,385
Accumulated other comprehensive income (loss)..... (277) 2,055 1,384 1,867 1,046 1,670 (957)
-------- -------- -------- -------- -------- -------- --------
Total equity...................................... 13,557 15,668 14,867 14,007 11,983 11,754 8,428
-------- -------- -------- -------- -------- -------- --------
Total liabilities and equity...................... $227,166 $210,189 $215,346 $202,776 $189,276 $183,138 $167,569
======== ======== ======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
AT OR FOR THE
NINE MONTHS
ENDED
SEPTEMBER 30, AT OR FOR THE YEARS ENDED DECEMBER 31,
------------------- ----------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER DATA
Operating income(4)(10).......................... $ 621 $ 749 $ 23 $ 617 $ 818 $ 504 $ 404
Adjusted operating income(4)(11)............... $ 938 $ 859 $ 1,226 $ 807 $ 921 $ 613 $ 506
Operating return on equity(12)................. N/A N/A 0.2% 5.3% 7.8% 5.2% 4.3%
Adjusted operating return on equity(13)........ N/A N/A 9.6% 7.0% 8.8% 6.3% 5.4%
Return on equity(14)........................... N/A N/A 10.5% 10.4% 8.1% 7.2% 1.2%
Operating cash flows........................... $ 3,564 $ 1,867 $ 841 $ 2,872 $ 3,688 $ 4,823 $ 3,980
Total assets under management(15).............. $366,601 $344,425 $360,693 $338,725 $297,570 $288,000 $221,500
STATUTORY DATA(16)
Premiums and deposits.......................... $ 17,934 $ 16,663 $ 22,722 $ 20,569 $ 20,611 $ 21,651 $ 21,824
Net income (loss).............................. $ 387 $ 1,554 $ 875 $ 589 $ 460 $ (672) $ 148
Policyholder surplus........................... $ 7,105 $ 8,331 $ 7,388 $ 7,378 $ 7,151 $ 6,785 $ 6,936
Asset valuation reserve........................ $ 3,508 $ 3,541 $ 3,323 $ 3,814 $ 2,635 $ 2,038 $ 2,270
</TABLE>
<TABLE>
<CAPTION>
AT OR FOR THE
NINE MONTHS
ENDED AT OR FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
------------------- ------------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
OPERATING DATA(21)
INDIVIDUAL BUSINESS
Total revenues.......................................... $ 8,037 $ 8,503 $ 11,801 $ 10,630 $ 10,248
Operating income(10).................................... $ 447 $ 431 $ 620 $ 329 $ 332
Net income.............................................. $ 453 $ 619 $ 1,069 $ 603 $ 511
Total assets............................................ $106,715 $100,436 $103,536 $ 95,990 $ 86,042
Policyholder liabilities(9)............................. $ 72,273 $ 70,677 $ 71,571 $ 70,686 $ 67,220
Separate account liabilities............................ $ 25,269 $ 19,379 $ 23,013 $ 17,345 $ 12,386
INSTITUTIONAL BUSINESS
Total revenues.......................................... $ 7,786 $ 7,694 $ 10,651 $ 9,271 $ 8,783
Operating income(10).................................... $ 453 $ 333 $ 482 $ 310 $ 199
Net income.............................................. $ 417 $ 492 $ 846 $ 339 $ 146
Total assets............................................ $ 90,661 $ 89,761 $ 88,741 $ 83,481 $ 75,872
Policyholder liabilities(9)............................. $ 47,821 $ 49,711 $ 49,406 $ 49,550 $ 48,253
Separate account liabilities............................ $ 35,061 $ 34,463 $ 35,029 $ 30,473 $ 27,368
AUTO & HOME
Total revenues.......................................... $ 1,183 $ 1,128 $ 1,642 $ 1,459 $ 1,437
Operating income(10).................................... $ 34 $ 55 $ 81 $ 69 $ 19
Net income.............................................. $ 35 $ 57 $ 161 $ 74 $ 34
Total assets............................................ $ 4,005 $ 2,734 $ 2,763 $ 2,542 $ 2,801
Combined ratio.......................................... 103.7% 101.2% 100.8% 99.9% 104.9%
</TABLE>
33
<PAGE> 35
<TABLE>
<CAPTION>
AT OR FOR THE
NINE MONTHS
ENDED AT OR FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
------------------- ------------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
ASSET MANAGEMENT
Total revenues.......................................... $ 657 $ 666 $ 892 $ 769 $ 555
Operating income(10).................................... $ 41 $ 40 $ 46 $ 52 $ 47
Net income.............................................. $ 41 $ 40 $ 49 $ 52 $ 47
Assets under management(17)............................. $181,800 $178,300 $191,000 $175,100 $145,600
INTERNATIONAL OPERATIONS
Total revenues(18)...................................... $ 554 $ 989 $ 1,179 $ 1,745 $ 1,506
Operating income (loss)................................. $ 5 $ (13) $ (35) $ 6 $ 78
Net income.............................................. $ 8 $ 69 $ 56 $ 126 $ 86
Total assets............................................ $ 3,752 $ 3,010 $ 3,432 $ 7,412 $ 11,714
Separate account liabilities............................ $ 407 $ 25 $ 26 $ 520 $ 3,645
CORPORATE(19)
Total revenues(20)...................................... $ 312 $ 1,199 $ 1,395 $ 1,240 $ 955
Total expenses.......................................... $ 920 $ 741 $ 2,514 $ 1,118 $ 923
Net income (loss)....................................... $ (549) $ 302 $ (695) $ 210 $ 14
</TABLE>
- ---------------
(1) Includes the following combined financial statement data of MetLife Capital
Holdings, Inc., which was sold in 1998, and our Canadian operations and
U.K. insurance operations, substantially all of which were sold in 1998 and
1997, respectively:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED DECEMBER 31,
SEPTEMBER 30, --------------------------------------------
1998 1998 1997 1996 1995 1994
------------- ---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Premiums................................. $200 $204 $ 463 $ 456 $ 439 $ 399
Net Investment Income.................... 477 495 914 877 637 720
Other revenues........................... 35 33 225 164 192 167
---- ---- ------ ------ ------ ------
$712 $732 $1,602 $1,497 $1,268 $1,286
==== ==== ====== ====== ====== ======
Expenses:
Policyholder benefits and claims......... $238 $240 $ 495 $ 459 $ 492 $ 430
Other expenses........................... 400 418 861 606 831 732
---- ---- ------ ------ ------ ------
$638 $658 $1,356 $1,065 $1,323 $1,162
==== ==== ====== ====== ====== ======
</TABLE>
As a result of these sales, we recorded net realized investment gains of
$520 million and $139 million for the years ended December 31, 1998 and
1997, respectively.
In July 1998, Metropolitan Life Insurance Company sold a substantial
portion of its Canadian operations to Clarica Life Insurance Company. As
part of that sale, a large block of policies in effect with Metropolitan
Life Insurance Company in Canada were transferred to Clarica Life, and the
holders of the transferred Canadian policies became policyholders of
Clarica Life. Those transferred policyholders are no longer policyholders
of Metropolitan Life Insurance Company and, therefore, are not entitled to
compensation under the plan of reorganization. However, as a result of a
commitment made in connection with obtaining Canadian regulatory approval
of that sale, if Metropolitan Life Insurance Company demutualizes, its
Canadian branch will make cash payments to those who are, or are deemed to
be, holders of these transferred Canadian policies. The payments, which
will be recorded in other expenses in the same period as the effective
date of the plan, will be determined in a manner that is consistent with
the treatment of, and fair and equitable to, eligible policyholders of
Metropolitan Life Insurance Company. The aggregate amount of the payment
is dependent upon the initial public offering price of common stock to be
issued at the effective date of the plan. Assuming an initial public
offering price of between $14.00 to $24.00 per share, and based on
preliminary actuarial calculations we have made regarding these payments,
we estimate that the aggregate payments will range from $462 million to
$792 million.
(2) During 1997, we changed to the retrospective interest method of accounting
for investment income on structured notes in accordance with Emerging
Issues Task Force Consensus 96-12, Recognition of Interest Income and
Balance Sheet Classification of Structured Notes. As a result, net
investment
34
<PAGE> 36
income increased by $175 million. The cumulative effect of this accounting
change on prior years' income was immaterial.
(3) In 1998, we adopted the provisions of Statement of Financial Accounting
Standards 125, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, with respect to our securities lending
program. Adoption of the provisions had the effect of increasing assets and
liabilities by $3,769 million at December 31, 1998, and increasing revenues
and expenses by $266 million for the year ended December 31, 1998.
(4) Realized investment gains and losses are presented net of related
policyholder amounts. The amounts netted against realized investment gains
and losses are the following:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, FOR THE YEARS ENDED DECEMBER 31,
--------------- -------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Gross realized investment gains (losses).... $(214) $1,187 $2,629 $1,018 $ 458 $ 73 $ (39)
----- ------ ------ ------ ----- ----- -----
Less amounts allocable to:
Future policy benefit loss recognition.... -- (60) (300) (126) (203) (152) (206)
Deferred policy acquisition costs......... 26 (5) (240) (70) (4) (78) (27)
Participating pension contracts........... 11 (39) (68) (35) (20) -- 14
----- ------ ------ ------ ----- ----- -----
Total..................................... 37 (104) (608) (231) (227) (230) (219)
----- ------ ------ ------ ----- ----- -----
Net realized investment gains (losses)...... $(177) $1,083 $2,021 $ 787 $ 231 $(157) $(258)
===== ====== ====== ====== ===== ===== =====
</TABLE>
Realized investment gains (losses) have been reduced by (1) deferred
policy acquisition amortization to the extent that such amortization
results from realized investment gains and losses, (2) additions to future
policy benefits resulting from the need to establish additional
liabilities due to the recognition of investment gains, and (3) additions
to participating contractholder accounts when amounts equal to such
investment gains and losses are credited to the contractholders' accounts.
This presentation may not be comparable to presentations made by other
insurers. This presentation affected operating income and adjusted
operating income. See note 10 below.
(5) Policyholder benefits and claims exclude (include) $(11) million, $99
million, $368 million, $161 million, $223 million, $152 million and $192
million for the nine months ended September 30, 1999 and 1998 and for the
years ended December 31, 1998, 1997, 1996, 1995 and 1994, respectively, of
future policy benefit loss recognition and credits to participating pension
contracts that have been charged (credited) against net realized investment
gains and losses as such amounts are directly related to such gains and
losses. This presentation may not be comparable to presentations made by
other insurers.
(6) Other expenses exclude (include) $(26) million, $5 million, $240 million,
$70 million, $4 million, $78 million and $27 million for the nine months
ended September 30, 1999 and 1998 and for the years ended December 31,
1998, 1997, 1996, 1995 and 1994, respectively, of amortization of deferred
policy acquisition costs that have been charged (credited) against net
realized investment gains and losses as such amounts are directly related
to such gains and losses. This presentation may not be comparable to
presentations made by other insurers.
(7) Includes $94 million, $13 million, $18 million, $(40) million, $38 million,
$67 million and $206 million for surplus tax paid (received) by
Metropolitan Life Insurance Company for the nine months ended September 30,
1999 and 1998 and for the years ended December 31, 1998, 1997, 1996, 1995,
and 1994, respectively. As a stock life insurance company, we will no
longer be subject to the surplus tax after the effective date of the
demutualization. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations".
(8) The gain (loss) from discontinued operations was primarily attributable to
the disposition of our group medical insurance business.
(9) Policyholder liabilities include future policy benefits, policyholder
account balances, other policyholder funds and policyholder dividends.
35
<PAGE> 37
(10) The following provides a reconciliation of net income to operating income
on a consolidated basis:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, FOR THE YEARS ENDED DECEMBER 31,
--------------- -----------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ------- ------- ------- ----- ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Net income.................................................. $351 $ 1,473 $ 1,343 $ 1,203 $ 853 $ 699 $ 114
---- ------- ------- ------- ----- ----- -----
Adjustments to reconcile net income to operating income:
Gross realized investment (gains) losses.................. 214 (1,187) (2,629) (1,018) (458) (73) 39
Income tax on gross realized investment gains and
losses.................................................. (94) 380 883 312 173 26 14
---- ------- ------- ------- ----- ----- -----
Realized investment (gains) losses, net of income tax... 120 (807) (1,746) (706) (285) (47) 53
---- ------- ------- ------- ----- ----- -----
Amounts allocated to investment gains and losses (see note
4)...................................................... (37) 104 608 231 227 230 219
Income tax on amounts allocated to investment gains and
losses.................................................. 16 (34) (204) (71) (86) (83) (107)
---- ------- ------- ------- ----- ----- -----
Amount allocated to investment gains and losses, net of
income tax............................................ (21) 70 404 160 141 147 112
---- ------- ------- ------- ----- ----- -----
Loss (gain) from discontinued operations.................. -- -- -- -- 71 (362) (81)
---- ------- ------- ------- ----- ----- -----
Surplus tax............................................... 94 13 18 (40) 38 67 206
---- ------- ------- ------- ----- ----- -----
Extraordinary item -- demutualization expense, net of
income tax of $15 and $2, respectively.................. 77 -- 4 -- -- -- --
---- ------- ------- ------- ----- ----- -----
Operating income............................................ $621 $ 749 $ 23 $ 617 $ 818 $ 504 $ 404
==== ======= ======= ======= ===== ===== =====
</TABLE>
The following provides a reconciliation of net income to operating income
for our Individual Business segment:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
--------------- ------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Net income.................................................. $453 $ 619 $1,069 $ 603 $ 511
---- ----- ------ ----- -----
Adjustments to reconcile net income to operating income:
Gross realized investment (gains) losses.................. 15 (259) (914) (433) (276)
Income tax on gross realized investment gains and
losses.................................................. (6) 67 292 100 101
---- ----- ------ ----- -----
Realized investment (gains) losses, net of income tax... 9 (192) (622) (333) (175)
---- ----- ------ ----- -----
Amounts allocated to investment gains and losses (see note
4)........................................................ (26) 5 255 77 (6)
Income tax on amounts allocated to investment gains and
losses.................................................... 11 (1) (82) (18) 2
---- ----- ------ ----- -----
Amount allocated to investment gains and losses, net of
income tax.............................................. (15) 4 173 59 (4)
---- ----- ------ ----- -----
Operating income............................................ $447 $ 431 $ 620 $ 329 $ 332
==== ===== ====== ===== =====
</TABLE>
The following provides a reconciliation of net income to operating income
for our Institutional Business segment:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
--------------- -----------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Net income.................................................. $417 $ 492 $ 846 $ 339 $ 146
---- ----- ----- ----- -----
Adjustments to reconcile net income to operating income:
Gross realized investment (gains) losses.................. 63 (348) (943) (181) (241)
Income tax on gross realized investment gains and
losses.................................................. (20) 112 324 64 85
---- ----- ----- ----- -----
Realized investment (gains) losses, net of income tax... 43 (236) (619) (117) (156)
---- ----- ----- ----- -----
Amounts allocated to investment gains and losses (see note
4)...................................................... (11) 114 386 136 213
Income tax on amounts allocated to investment gains and
losses.................................................. 4 (37) (131) (48) (75)
---- ----- ----- ----- -----
Amount allocated to investment gains and losses, net of
income tax............................................ (7) 77 255 88 138
---- ----- ----- ----- -----
Loss from discontinued operations, net of income tax...... -- -- -- -- 71
---- ----- ----- ----- -----
Operating income............................................ $453 $ 333 $ 482 $ 310 $ 199
==== ===== ===== ===== =====
</TABLE>
36
<PAGE> 38
The following provides a reconciliation of net income to operating income
for our Auto & Home segment:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
-------------- ---------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net income.................................................. $35 $57 $ 161 $74 $ 34
--- --- ----- --- ----
Adjustments to reconcile net income to operating income:
Gross realized investment gains........................... (1) (3) (122) (9) (24)
Income tax on gross realized investment gains............. -- 1 42 4 9
--- --- ----- --- ----
Realized investment gains, net of income tax............ (1) (2) (80) (5) (15)
--- --- ----- --- ----
Operating income............................................ $34 $55 $ 81 $69 $ 19
=== === ===== === ====
</TABLE>
The following provides a reconciliation of net income to operating income
(loss) for our International segment:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
-------------- ----------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net income.................................................. $ 8 $ 69 $ 56 $ 126 $ 86
--- ---- ----- ----- ----
Adjustments to reconcile net income to operating income
(loss):
Gross realized investments gains.......................... (3) (102) (117) (160) (33)
Income tax on gross realized investment gains............. -- 20 26 24 13
--- ---- ----- ----- ----
Realized investment gains, net of income tax............ (3) (82) (91) (136) (20)
--- ---- ----- ----- ----
Amounts allocated to investment gains (see note 4)........ -- -- -- 18 20
Income tax on amounts allocated to investment gains....... -- -- -- (2) (8)
--- ---- ----- ----- ----
Amount allocated to investment gains, net of income
tax................................................... -- -- -- 16 12
--- ---- ----- ----- ----
Operating income (loss)..................................... $ 5 $(13) $ (35) $ 6 $ 78
=== ==== ===== ===== ====
</TABLE>
We believe the supplemental operating information presented above allows
for a more complete analysis of results of operations. Realized
investment gains and losses have been excluded due to their volatility
between periods and because such data are often excluded when evaluating
the overall financial performance of insurers. Operating income should
not be considered as a substitute for any GAAP measure of performance.
Our method of calculating operating income may be different from the
method used by other companies and therefore comparability may be
limited.
(11) The following provides a reconciliation of operating income to adjusted
operating income:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, FOR THE YEARS ENDED DECEMBER 31,
------------- ----------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ------ ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Operating income............................................ $621 $749 $ 23 $617 $818 $504 $404
Adjustment for charges for sales practices claims and for
personal injury claims caused by exposure to asbestos or
asbestos-containing products, net of income tax............. 317 110 1,203 190 103 109 102
---- ---- ------ ---- ---- ---- ----
Adjusted operating income................................... $938 $859 $1,226 $807 $921 $613 $506
==== ==== ====== ==== ==== ==== ====
</TABLE>
The charge for the nine months ended September 30, 1999 is principally
related to the settlement of a multidistrict litigation proceeding
involving alleged improper sales practices, accruals for sales practices
claims not covered by the settlement and other legal costs. The amount
reported for the year ended December 31, 1998 includes charges for sales
practices claims and claims for personal injuries caused by exposure to
asbestos or asbestos-containing products. See Note 9 of Notes to
Consolidated Financial Statements. We believe that supplemental adjusted
operating income data provide information useful in measuring operating
trends by excluding the unusual amounts of
37
<PAGE> 39
expenses associated with sales practices and asbestos-related claims.
These expenses are not related to our ongoing operations. Adjusted
operating income should not be considered as a substitute for any GAAP
measure of performance.
(12) Operating return on equity is defined as operating income divided by
average total equity excluding accumulated other comprehensive income
(loss). We believe the operating return on equity information presented
supplementally allows for a more complete analysis of results of
operations. Accumulated other comprehensive income (loss) has been excluded
due to its volatility between periods and because such data are often
excluded when evaluating the overall financial performance of insurers.
Operating return on equity should not be considered as a substitute for any
GAAP measure of performance. Our method of calculation of operating return
on equity may be different from the calculation used by other companies
and, therefore, comparability may be limited. Operating return on equity is
only presented for annual periods.
(13) Adjusted operating return on equity is defined as adjusted operating income
divided by average total equity, excluding accumulated other comprehensive
income (loss). We believe that supplemental adjusted operating return on
equity data provide information useful in measuring operating trends by
excluding the unusual amounts of expenses associated with sales practices
and asbestos-related claims. Adjusted operating return on equity should not
be considered as a substitute for any GAAP measure of performance. Adjusted
operating return on equity is only presented for annual periods.
(14) Return on equity is defined as net income divided by average total equity,
excluding accumulated other comprehensive income (loss).
(15) Includes MetLife's general account and separate account assets and assets
managed on behalf of third parties.
(16) Metropolitan Life Insurance Company statutory data only.
(17) Includes $0.6 billion, $4.2 billion, $4.2 billion, $5.6 billion and $6.0
billion of MetLife's general account assets managed by our Asset Management
segment at September 30, 1999 and 1998, and December 31, 1998, 1997 and
1996, respectively, as well as assets managed on behalf of third parties.
(18) Includes our Canadian operations and U.K. insurance operations,
substantially all of which were sold in 1998 and 1997, respectively. Total
revenues for these entities were $518 million, $469 million, $1,060
million, and $1,001 million for the nine months ended September 30, 1998
and for the years ended December 31, 1998, 1997 and 1996, respectively.
(19) We maintain a Corporate segment through which we report items that are not
directly allocable to any of our business segments, including unallocated
capital, revenues and expenses.
(20) Includes MetLife Capital Holdings, Inc., which was sold in 1998. Total
revenues for this entity were $260 million, $263 million, $542 million and
$496 million for the nine months ended September 30, 1998 and for the years
ended December 31, 1998, 1997 and 1996, respectively.
(21) Segment data does not include consolidation and elimination entries related
to intersegment amounts. See Note 18 of Notes to Consolidated Financial
Statements.
38
<PAGE> 40
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The pro forma consolidated financial information presented below gives
effect to:
- the demutualization, including the issuance of an estimated 576,000,000
shares of common stock to the trust in connection therewith,
- the establishment of the closed block, and
- two different assumptions of the number of shares sold in the initial
public offering and the initial public offering price:
- the sale of 288,000,000 shares of common stock in the initial public
offering at $14.00 per share, and
- the sale of 236,000,000 shares of common stock in the initial public
offering at $24.00 per share,
as if the demutualization, the establishment of the closed block and the initial
public offering had occurred at September 30, 1999, for the purposes of the pro
forma consolidated balance sheet, and at January 1, 1998 for the purposes of the
pro forma consolidated statements of income for the nine months ended September
30, 1999 and for the year ended December 31, 1998. The pro forma consolidated
financial information excludes the effects of various acquisitions, including
the proposed acquisition of GenAmerica Corporation, and dispositions because
they are not significant. This pro forma information is presented to depict only
the effects of the demutualization and the related initial public offering.
Metropolitan Life Insurance Company expects to incur approximately $1.2 billion
of short-term debt in connection with the acquisition of GenAmerica Corporation.
We intend to repay an estimated $935 million of this short-term debt with
proceeds from the initial public offering in excess of those amounts required
under the plan of reorganization.
The pro forma information reflects gross and estimated net proceeds from
the initial public offering of $4,032 million to $5,664 million and $3,871
million to $5,437 million, respectively, assuming an initial public offering
price per share of $14.00 to $24.00 and the use of proceeds set forth elsewhere
in this prospectus. We expect to use an estimated $560 million to $960 million
of the net proceeds to reimburse Metropolitan Life Insurance Company for policy
credits made in lieu of 40,000,000 allocated shares, an estimated $1,176 million
to $2,016 million of the net proceeds to reimburse Metropolitan Life Insurance
Company for cash payments made in lieu of 84,000,000 allocated shares and an
estimated $462 million to $792 million to reimburse Metropolitan Life Insurance
Company for cash payments to be made by its Canadian branch to certain holders
of policies included in its Canadian business sold to Clarica Life Insurance
Company in 1998. We will account for the payments to the transferred Canadian
policyholders in other expenses in the same period as the effective date of the
plan. We will base the consideration paid to each eligible policyholder under
the plan of reorganization on the number of shares of common stock allocated to
the eligible policyholder pursuant to the terms of the plan. For the
policyholder receiving policy credits or cash payments, we will translate the
share allocations into dollar amounts based on the initial public offering price
per share. The pro forma information assumes that eligible policyholders holding
approximately 10% of the total number of shares allocated to eligible
policyholders, representing estimated cash payments of $952 million to $1,632
million, elect to receive cash. We have also assumed that $224 million to $384
million in cash payments will be distributed to non-electing eligible
policyholders who must receive cash in the demutualization. We believe this is a
reasonable estimate given the experience of past demutualizations and the
preliminary calculations of the allocation of the consideration to be
distributed under the plan. We have also based our assumptions as to the amounts
to be distributed in the form of policy credits on these preliminary
calculations. The actual amount of the policy credits and cash payments will
depend on the initial public offering price per share and on the number of
eligible policyholders who elect to receive cash at the time of the initial
public
39
<PAGE> 41
offering. We have also based our assumption as to the number of shares of common
stock to be issued to the trust on these preliminary calculations. The actual
amount of common stock issued to the trust will depend on the actual cash and
stock elections of eligible policyholders. See "The Demutualization -- Payment
of Consideration to Eligible Policyholders". The pro forma consolidated
financial information also reflects the elimination of the surplus tax on
earnings and is presented before the extraordinary item for demutualization
expense. The pro forma consolidated statements of income do not give effect to
any pro forma earnings resulting from the use of the net proceeds from the
initial public offering or the charge related to the payments to be made to
certain transferred Canadian policyholders described above.
We will account for the demutualization using the historical carrying
values of our assets and liabilities.
WE HAVE BASED THE PRO FORMA INFORMATION ON AVAILABLE INFORMATION AND ON
ASSUMPTIONS MANAGEMENT BELIEVES ARE REASONABLE AND THAT REFLECT THE EFFECTS OF
THESE TRANSACTIONS. WE HAVE PROVIDED THE PRO FORMA INFORMATION FOR INFORMATIONAL
PURPOSES ONLY. THE NUMBER OF SHARES ACTUALLY SOLD IN THE INITIAL PUBLIC OFFERING
AND THE INITIAL PUBLIC OFFERING PRICE MAY VARY FROM THE AMOUNTS ASSUMED. THIS
INFORMATION DOES NOT NECESSARILY INDICATE OUR CONSOLIDATED FINANCIAL POSITION OR
RESULTS OF OPERATIONS HAD WE CONSUMMATED THE ESTABLISHMENT OF THE CLOSED BLOCK,
THE DEMUTUALIZATION AND THE INITIAL PUBLIC OFFERING ON THE DATES ASSUMED AND
DOES NOT PROJECT OR FORECAST OUR CONSOLIDATED FINANCIAL POSITION OR RESULTS OF
OPERATIONS FOR ANY FUTURE DATE OR PERIOD. You should read the pro forma
information in conjunction with our historical consolidated financial statements
included elsewhere in this prospectus and with the information set forth under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", "The Demutualization" and "Business".
40
<PAGE> 42
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
ASSUMING GROSS PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF $4,032 MILLION
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
---------------------------------------------------------------
ESTABLISHMENT
OF THE THE
HISTORICAL CLOSED BLOCK(1) DEMUTUALIZATION PRO FORMA
---------- --------------- --------------- ---------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
REVENUES
Premiums.................................... $ 8,724 $(2,808) $ -- $ 5,916
Universal life and investment-type product
policy fees............................... 1,019 -- -- 1,019
Net investment income....................... 7,235 (1,717) -- 5,518
Other revenues.............................. 1,552 -- -- 1,552
Net realized investment losses (net of
amounts allocable to other accounts of
$37)...................................... (177) 6 -- (171)
Contribution from the closed block.......... -- 26 -- 26
------- ------- ----- -----------
18,353 (4,493) -- 13,860
------- ------- ----- -----------
EXPENSES
Policyholder benefits and claims (includes
amounts directly related to net realized
investment losses of $11)................. 9,436 (2,891) -- 6,545
Interest credited to policyholder account
balances.................................. 1,823 -- -- 1,823
Policyholder dividends...................... 1,237 (1,063) -- 174
Other expenses (includes amounts directly
related to net realized investment losses
of $26)................................... 5,076 (539) -- 4,537
------- ------- ----- -----------
17,572 (4,493) -- 13,079
------- ------- ----- -----------
Income before provision for income taxes and
extraordinary item.......................... 781 -- -- 781
Provision for income taxes.................... 353 -- (94)(7) 259
------- ------- ----- -----------
Income before extraordinary item.............. $ 428 $ -- $ 94 $ 522
======= ======= ===== ===========
Per share data:
Income before extraordinary item per
share -- basic............................ $ 0.60
Number of shares used in calculation of per
share data................................ 864,000,000(2)
</TABLE>
The accompanying Notes are an integral part of this
Pro Forma Consolidated Statement of Income.
41
<PAGE> 43
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
ASSUMING GROSS PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF $5,664 MILLION
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
---------------------------------------------------------------
ESTABLISHMENT
OF THE THE
HISTORICAL CLOSED BLOCK(1) DEMUTUALIZATION PRO FORMA
---------- --------------- --------------- ---------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
REVENUES
Premiums.................................... $ 8,724 $(2,808) $ -- $ 5,916
Universal life and investment-type product
policy fees............................... 1,019 -- -- 1,019
Net investment income....................... 7,235 (1,717) -- 5,518
Other revenues.............................. 1,552 -- -- 1,552
Net realized investment losses (net of
amounts allocable to other accounts of
$37)...................................... (177) 6 -- (171)
Contribution from the closed block.......... -- 26 -- 26
------- ------- ----- -----------
18,353 (4,493) -- 13,860
------- ------- ----- -----------
EXPENSES
Policyholder benefits and claims (includes
amounts directly related to net realized
investment losses of $11)................. 9,436 (2,891) -- 6,545
Interest credited to policyholder account
balances.................................. 1,823 -- -- 1,823
Policyholder dividends...................... 1,237 (1,063) -- 174
Other expenses (includes amounts directly
related to net realized investment losses
of $26)................................... 5,076 (539) -- 4,537
------- ------- ----- -----------
17,572 (4,493) -- 13,079
------- ------- ----- -----------
Income before provision for income taxes and
extraordinary item.......................... 781 -- -- 781
Provision for income taxes.................... 353 -- (94)(7) 259
------- ------- ----- -----------
Income before extraordinary item.............. $ 428 $ -- $ 94 $ 522
======= ======= ===== ===========
Per share data:
Income before extraordinary item per
share -- basic............................ $ 0.64
Number of shares used in calculation of per
share data................................ 812,000,000(2)
</TABLE>
The accompanying Notes are an integral part of this
Pro Forma Consolidated Statement of Income.
42
<PAGE> 44
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
ASSUMING GROSS PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF $4,032 MILLION
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1998
---------------------------------------------------------------
ESTABLISHMENT
OF THE THE
HISTORICAL CLOSED BLOCK(1) DEMUTUALIZATION PRO FORMA
---------- --------------- --------------- ---------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
REVENUES
Premiums.................................... $11,503 $(3,903) $ -- $ 7,600
Universal life and investment-type product
policy fees............................... 1,360 -- -- 1,360
Net investment income....................... 10,228 (2,057) -- 8,171
Other revenues.............................. 1,965 -- -- 1,965
Net realized investment gains (net of
amounts allocable to other accounts of
$608)..................................... 2,021 -- -- 2,021
Contribution from the closed block.......... -- 9 -- 9
------- ------- ---- -----------
27,077 (5,951) -- 21,126
------- ------- ---- -----------
EXPENSES
Policyholder benefits and claims (excludes
amounts directly related to net realized
investment gains of $368)................. 12,488 (3,864) -- 8,624
Interest credited to policyholder account
balances.................................. 2,731 -- -- 2,731
Policyholder dividends...................... 1,653 (1,441) -- 212
Other expenses(excludes amounts directly
related to net realized investment gains
of $240).................................. 8,118 (646) -- 7,472
------- ------- ---- -----------
24,990 (5,951) -- 19,039
------- ------- ---- -----------
Income before provision for income taxes and
extraordinary item.......................... 2,087 -- -- 2,087
Provision for income taxes.................... 740 -- (18)(7) 722
------- ------- ---- -----------
Income before extraordinary item.............. $ 1,347 $ -- $ 18 $ 1,365
======= ======= ==== ===========
Per share data:
Income before extraordinary item per
share -- basic............................ $ 1.58
Number of shares used in calculation of per
share data................................ 864,000,000(2)
</TABLE>
The accompanying Notes are an integral part of this
Pro Forma Consolidated Statement of Income.
43
<PAGE> 45
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
ASSUMING GROSS PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF $5,664 MILLION
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1998
---------------------------------------------------------------
ESTABLISHMENT
OF THE THE
HISTORICAL CLOSED BLOCK(1) DEMUTUALIZATION PRO FORMA
---------- --------------- --------------- ---------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
REVENUES
Premiums.................................... $11,503 $(3,903) $ -- $ 7,600
Universal life and investment-type product
policy fees............................... 1,360 -- -- 1,360
Net investment income....................... 10,228 (2,057) -- 8,171
Other revenues.............................. 1,965 -- -- 1,965
Net realized investment gains (net of
amounts allocable to other accounts of
$608)..................................... 2,021 -- -- 2,021
Contribution from the closed block.......... -- 9 -- 9
------- ------- ---- -----------
27,077 (5,951) -- 21,126
------- ------- ---- -----------
EXPENSES
Policyholder benefits and claims (excludes
amounts directly related to net realized
investment gains of $368)................. 12,488 (3,864) -- 8,624
Interest credited to policyholder account
balances.................................. 2,731 -- -- 2,731
Policyholder dividends...................... 1,653 (1,441) -- 212
Other expenses (excludes amounts directly
related to net realized investment gains
of $240).................................. 8,118 (646) -- 7,472
------- ------- ---- -----------
24,990 (5,951) -- 19,039
------- ------- ---- -----------
Income before provision for income taxes and
extraordinary item.......................... 2,087 -- -- 2,087
Provision for income taxes.................... 740 -- (18)(7) 722
------- ------- ---- -----------
Income before extraordinary item.............. $ 1,347 $ -- $ 18 $ 1,365
======= ======= ==== ===========
Per share data:
Income before extraordinary item per
share -- basic............................ $ 1.68
Number of shares used in calculation of per
share data................................ 812,000,000(2)
</TABLE>
The accompanying Notes are an integral part of this
Pro Forma Consolidated Statement of Income.
44
<PAGE> 46
PRO FORMA CONSOLIDATED BALANCE SHEET
ASSUMING GROSS PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF $4,032 MILLION
<TABLE>
<CAPTION>
AT SEPTEMBER 30,1999
----------------------------------------------------------------------------------------------
AS ADJUSTED FOR
ESTABLISHMENT THE CLOSED THE INITIAL
OF THE CLOSED THE BLOCK AND THE PUBLIC
HISTORICAL BLOCK(1) DEMUTUALIZATION DEMUTUALIZATION OFFERING PRO FORMA
---------- ---------------- --------------- --------------- ------------ ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Fixed maturities
available-for-sale, at fair
value...................... $ 98,164 $(23,451) $ -- $ 74,713 $ -- $ 74,713
Equity securities, at fair
value...................... 2,115 -- -- 2,115 -- 2,115
Mortgage loans on real
estate..................... 19,561 (4,072) -- 15,489 -- 15,489
Real estate and real estate
joint ventures............. 5,924 -- -- 5,924 -- 5,924
Policy loans................. 5,558 (3,732) -- 1,826 -- 1,826
Other limited partnership
interests.................. 1,225 -- -- 1,225 -- 1,225
Short-term investments....... 4,521 -- -- 4,521 -- 4,521
Other invested assets........ 1,451 (262) -- 1,189 -- 1,189
-------- -------- -------- -------- ------ --------
138,519 (31,517) -- 107,002 -- 107,002
Cash and cash equivalents...... 5,053 (419) (1,638)(2) 2,996 3,871(4) 6,867
Accrued investment income...... 1,986 (260) -- 1,726 -- 1,726
Premiums and other
receivables.................. 7,428 (93) -- 7,335 -- 7,335
Deferred policy acquisition
costs........................ 7,947 (3,569) -- 4,378 -- 4,378
Deferred income taxes.......... 1,084 32 -- 1,116 -- 1,116
Other.......................... 4,412 -- -- 4,412 -- 4,412
Closed block assets............ -- 35,826 -- 35,826 -- 35,826
Separate account assets........ 60,737 -- -- 60,737 -- 60,737
-------- -------- -------- -------- ------ --------
$227,166 $ -- $ (1,638) $225,528 $3,871 $229,399
======== ======== ======== ======== ====== ========
LIABILITIES AND EQUITY
LIABILITIES:
Future policy benefits......... $ 72,820 $(38,212) $ 560 (2) $ 35,168 $ -- $ 35,168
Policyholder account
balances..................... 45,844 (4) -- 45,840 -- 45,840
Other policyholder funds....... 4,379 (210) -- 4,169 -- 4,169
Policyholder dividends
payable...................... 1,093 (751) -- 342 -- 342
Short-term debt................ 5,619 -- -- 5,619 -- 5,619
Long-term debt................. 2,554 -- -- 2,554 -- 2,554
Current income taxes payable... 1,079 (75) (65)(3) 939 -- 939
Other.......................... 19,484 (42) 377 (3) 19,819 -- 19,819
Closed block liabilities....... -- 39,294 -- 39,294 -- 39,294
Separate account liabilities... 60,737 -- -- 60,737 -- 60,737
-------- -------- -------- -------- ------ --------
213,609 -- 872 214,481 -- 214,481
-------- -------- -------- -------- ------ --------
EQUITY:
Preferred stock................ -- -- -- -- -- --
Common stock................... -- -- 6 (2)(5) 6 3(4) 9
Additional paid-in capital..... -- -- 11,318 (5) 11,318 3,868(4) 15,186
Retained earnings.............. 13,834 -- (13,834)(5) -- -- --
Accumulated other comprehensive
loss......................... (277) -- -- (277) -- (277)
-------- -------- -------- -------- ------ --------
13,557 -- (2,510) 11,047 3,871 14,918
-------- -------- -------- -------- ------ --------
$227,166 $ -- $ (1,638) $225,528 $3,871 $229,399
======== ======== ======== ======== ====== ========
</TABLE>
The accompanying Notes are an integral part of this
Pro Forma Consolidated Balance Sheet.
45
<PAGE> 47
PRO FORMA CONSOLIDATED BALANCE SHEET
ASSUMING GROSS PROCEEDS FROM THE INITIAL PUBLIC OFFERING OF $5,664 MILLION
<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1999
-------------------------------------------------------------------------------------------
AS ADJUSTED FOR
ESTABLISHMENT THE CLOSED THE INITIAL
OF THE CLOSED THE BLOCK AND THE PUBLIC
HISTORICAL BLOCK(1) DEMUTUALIZATION DEMUTUALIZATION OFFERING PRO FORMA
---------- ------------- --------------- --------------- ------------ ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments:
Fixed maturities available-for-
sale, at fair value........... $ 98,164 $(23,451) $ -- $ 74,713 $ -- $ 74,713
Equity securities at fair
value......................... 2,115 -- -- 2,115 -- 2,115
Mortgage loans on real estate... 19,561 (4,072) -- 15,489 -- 15,489
Real estate or real estate joint
ventures...................... 5,924 -- -- 5,924 -- 5,924
Policy loans.................... 5,558 (3,732) -- 1,826 -- 1,826
Other limited partnership
interests..................... 1,225 -- -- 1,225 -- 1,225
Short-term investments.......... 4,521 -- -- 4,521 -- 4,521
Other invested assets........... 1,451 (262) -- 1,189 -- 1,189
-------- -------- -------- -------- ------ --------
138,519 (31,517) -- 107,002 -- 107,002
Cash and cash equivalents......... 5,053 (419) (2,808)(2) 1,826 5,437(6) 7,263
Accrued investment income......... 1,986 (260) -- 1,726 -- 1,726
Premiums and other receivables.... 7,428 (93) -- 7,335 -- 7,335
Deferred policy acquisition
costs........................... 7,947 (3,569) -- 4,378 -- 4,378
Deferred income taxes............. 1,084 32 -- 1,116 -- 1,116
Other............................. 4,412 -- -- 4,412 -- 4,412
Closed block assets............... -- 35,826 -- 35,826 -- 35,826
Separate account assets........... 60,737 -- -- 60,737 -- 60,737
-------- -------- -------- -------- ------ --------
$227,166 $ -- $ (2,808) $224,358 $5,437 $229,795
======== ======== ======== ======== ====== ========
LIABILITIES AND EQUITY
LIABILITIES:
Future policy benefits............ $ 72,820 $(38,212) $ 960 (2) $ 35,568 $ -- $ 35,568
Policyholder account balances..... 45,844 (4) 45,840 -- 45,840
Other policyholder funds.......... 4,379 (210) -- 4,169 -- 4,169
Policyholder dividends payable.... 1,093 (751) -- 342 -- 342
Short-term debt................... 5,619 -- -- 5,619 -- 5,619
Long-term debt.................... 2,554 -- -- 2,554 -- 2,554
Current income taxes payable...... 1,079 (75) (65)(3) 939 -- 939
Other............................. 19,484 (42) 377 (3) 19,819 -- 19,819
Closed block liabilities.......... -- 39,294 -- 39,294 -- 39,294
Separate account liabilities...... 60,737 -- -- 60,737 -- 60,737
-------- -------- -------- -------- ------ --------
213,609 -- 1,272 214,881 -- 214,881
-------- -------- -------- -------- ------ --------
EQUITY:
Preferred stock................... -- -- -- -- -- --
Common stock...................... -- -- 6 (2)(5) 6 2(6) 8
Additional paid-in capital........ -- -- 9,748 (5) 9,748 5,435(6) 15,183
Retained earnings................. 13,834 -- (13,834)(5) -- -- --
Accumulated other comprehensive
loss............................ (277) -- -- (277) -- (277)
-------- -------- -------- -------- ------ --------
13,557 -- (4,080) 9,477 5,437 14,914
-------- -------- -------- -------- ------ --------
$227,166 $ -- $ (2,808) $224,358 $5,437 $229,795
======== ======== ======== ======== ====== ========
</TABLE>
The accompanying Notes are an integral part of this
Pro Forma Consolidated Balance Sheet.
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<PAGE> 48
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
(1) The pro forma consolidated balance sheets and pro forma consolidated
statements of income reflect an allocation of assets and liabilities to the
closed block, and an allocation of the related revenues and expenses, in each
case based on provisions in the plan of reorganization. Closed block invested
assets on the pro forma consolidated balance sheets are reflected at their
historical carrying values. See "The Demutualization -- Establishment and
Operation of the Closed Block". Assets and liabilities allocated to the closed
block on the pro forma consolidated balance sheets have been determined using an
actuarial model based on actual assets and liabilities allocated to the closed
block at December 31, 1998. The actuarial model was developed from Metropolitan
Life Insurance Company's policy records, with liabilities recorded at their
historical carrying value. Based on the actuarial model of liabilities of the
closed block policies, an estimate of the initial assets needed to fund the
closed block was made. The assets allocated to the closed block were derived by
assigning to the closed block all policy loans on closed block policies and a
portion of the invested assets available for inclusion in the closed block at
December 31, 1998. Modeled cash flows were used to determine asset balances at
September 30, 1999 and January 1, 1998. These assets and liabilities were
adjusted to reflect any new individual participating policies issued during such
periods. Modeled assets and liabilities are presented in this pro forma
consolidated financial information since actual amounts have not been determined
at September 30, 1999. We will not establish the closed block until the
effective date of the plan and, accordingly, the actual assets and liabilities
ultimately allocated to the closed block and their carrying values will not be
known until that date. In management's opinion, the allocation of assets and
liabilities to the closed block as of the effective date of the plan is not
expected to differ materially from the allocation reflected in the pro forma
consolidated balance sheets.
The pro forma consolidated statements of income reflect an allocation of
revenues and expenses to the closed block based on certain estimates and
assumptions that management believes are reasonable. We have determined the
closed block amounts in the pro forma consolidated statements of income using
the underlying policyholder administrative records supporting this business. We
then modeled revenues and expenses related to the closed block policies and
closed block assets to derive the pro forma consolidated statements of income
for the nine months ended September 30, 1999 and the year ended December 31,
1998. Net investment income and realized investment gains for the nine months
ended September 30, 1999 reflect the actual income from assets planned for
assignment to the closed block plus estimated income from assets to be selected
to replace assets sold or matured. We used certain estimates to allocate 1998
investment income to the closed block. We based these estimates upon the closed
block's proportional share of net investment income on those categories of
assets available for inclusion in the closed block. These estimates should not
differ significantly from actual amounts since the average rates by category of
assets were used in determining such amounts. To the extent these estimates
differ from actual amounts, the underlying allocation between closed and open
block operations would change, but consolidated net income would not be
affected. The contribution from the closed block reflected in the pro forma
consolidated statements of income does not necessarily indicate the contribution
from the closed block if we had established the closed block at January 1, 1998
or of the expected contribution in any future period.
The closed block amounts in the pro forma consolidated statements of income
for the nine months ended September 30, 1999 and for the year ended December 31,
1998 reflect new individual participating policies issued during such periods,
which will ultimately be included in the closed block. Closed block amounts were
determined as follows: (1) premiums and substantially all benefits were modeled
using in-force information related to the business to be included within the
closed block; (2) net investment income for the nine months ended September 30,
1999 reflects the actual income from assets planned for assignment to the closed
block plus estimated
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<PAGE> 49
income from assets to be selected to replace assets sold or matured based upon
an assumed rate of return on assets allocated to the closed block; (3) net
investment income for the year ended December 31, 1998 was allocated to the
closed block using an assumed rate of return on assets allocated to the closed
block; (4) policyholder dividends were based on dividend scales of policies
assumed to be included within the closed block; (5) maintenance expenses were
allocated based on per policy charges provided in the plan of reorganization;
(6) realized investment gains and losses were not allocated to the closed block
for the year ended December 31, 1998 because it was assumed that assets
allocated to the closed block on January 1, 1998 were the same assets allocated
at December 31, 1998 (the closed block funding date) except for investment
changes related to 1998 allocated cash flows; and (7) realized investment gains
and losses allocated to the closed block for the nine months ended September 30,
1999 reflect the actual gains from assets planned for assignment to the closed
block.
Deferred acquisition costs on business included in the closed block has
been reported as an asset of the closed block in the pro forma consolidated
balance sheets. Amortization of closed block deferred acquisition costs, other
than amounts arising from realized investment gains and losses on assets not
allocated to the closed block, has been included in other expenses in the closed
block. Amortization of closed block deferred acquisition costs arising from
realized investment gains and losses on assets not allocated to the closed block
that historically related to the closed block business has been presented as an
offset against realized investment gains and losses outside the closed block.
The amounts of these offsets are $(7) million for the nine months ended
September 30, 1999 and $189 million for the year ended December 31, 1998.
The pre-tax contribution from the closed block will include only those
revenues, benefit payments, dividends, premium taxes, administrative expenses
and investment expenses considered in funding the closed block. See "The
Demutualization -- Establishment and Operation of the Closed Block". We will
report the pre-tax contribution from the closed block as a single line item of
total revenues. We will reflect income tax expense applicable to the closed
block, which the closed block will pay, as a component of income tax expense.
The excess of closed block liabilities over closed block assets at the effective
date of the demutualization will represent the estimated maximum future
contribution from the closed block expected to result from operations attributed
to the closed block after income taxes. The contribution from the closed block
will be recognized in income over the period the policies and contracts in the
closed block remain in force. Management believes that over time the actual
cumulative contributions from the closed block will approximately equal the
expected cumulative contributions, due to the effect of dividend changes. If,
over the period the closed block remains in existence, the actual cumulative
contribution from the closed block is greater than the expected cumulative
contribution from the closed block, only such expected contribution will be
recognized in income with the excess recorded as a policyholder dividend
obligation, because the excess of the actual cumulative contribution from the
closed block over such expected cumulative contribution will be paid to closed
block policyholders as additional policyholder dividends unless offset by future
unfavorable experience of the closed block. If over such period, the actual
cumulative contribution from the closed block is less than the expected
cumulative contribution from the closed block, only such actual contribution
will be recognized in income. However, we may change dividends in the future,
which would be intended to increase future actual contributions until the actual
cumulative contributions equal the expected cumulative contributions.
Pursuant to the plan of reorganization, Metropolitan Life Insurance Company
will allocate assets to the closed block in an amount reasonably expected to
produce cash flows which, together with anticipated revenues from the policies
included in the closed block, will be sufficient to support certain obligations
and liabilities relating to these policies, and to provide for the continuation
of policyholder dividend scales payable in 1999, if the experience underlying
such dividend scales continues and to provide for appropriate adjustments in
such scales if the experience changes. The excess of closed block liabilities
over closed block assets at the effective date of the demutualization
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<PAGE> 50
equals the estimated maximum future after tax contribution from the closed
block. As noted above, we will recognize in income the contribution from the
closed block over the period the policies and contracts in the closed block
remain in force.
As a result of the establishment of the closed block, certain line items in
our consolidated financial statements subsequent to the establishment of the
closed block will reflect material reductions in reported amounts, compared with
periods prior to the establishment of the closed block. These changes will have
no effect on net income. We will reflect the results of the closed block
business as a single line item in our consolidated statements of income
entitled, "Contribution from the closed block". Prior to the establishment of
the closed block, the results from the underlying business were reported in
various line items in our consolidated statements of income, including premiums,
net investment income and policyholder benefits and claims. In addition, all
assets and liabilities allocated to the closed block will be reported in our
consolidated balance sheets separately under the captions, "Closed block assets"
and "Closed block liabilities," respectively.
(2) The number of shares used in the calculation of pro forma income before
extraordinary item per share is as follows:
<TABLE>
<CAPTION>
ASSUMING THE FOLLOWING INITIAL PUBLIC
OFFERING STOCK PRICE PER SHARE
--------------------------------------
$14.00 $24.00
---------------- ----------------
<S> <C> <C>
Shares allocated to eligible policyholders........... 700,000,000 700,000,000
Less shares allocated to eligible policyholders who
receive cash or policy credits..................... 124,000,000 124,000,000
----------- -----------
Shares issued to trust............................... 576,000,000 576,000,000
Shares issued in the initial public offering......... 288,000,000 236,000,000
----------- -----------
Total shares of common stock outstanding after the
initial public offering............................ 864,000,000 812,000,000
=========== ===========
</TABLE>
Assuming an initial public offering price of $14.00 per share, we expect to
contribute $3,490 million of the net proceeds to Metropolitan Life Insurance
Company, of which:
- an estimated $560 million will be used to reimburse Metropolitan Life
Insurance Company for the crediting of policy credits in lieu of
40,000,000 allocated shares;
- an estimated $1,176 million will be used to reimburse Metropolitan Life
Insurance Company for cash payments in lieu of 84,000,000 allocated
shares; and
- an estimated $462 million will be used to reimburse Metropolitan Life
Insurance Company for cash payments to be made by its Canadian branch to
certain holders of policies included in our Canadian business sold to
Clarica Life Insurance Company in 1998. See "The
Demutualization -- Transferred Canadian Policies".
Assuming an initial public offering price of $24.00 per share, we expect to
contribute $5,051 million of the net proceeds to Metropolitan Life Insurance
Company, of which:
- an estimated $960 million will be used to reimburse Metropolitan Life
Insurance Company for the crediting of policy credits in lieu of
40,000,000 allocated shares;
- an estimated $2,016 million will be used to reimburse Metropolitan Life
Insurance Company for cash payments in lieu of 84,000,000 allocated
shares; and
- an estimated $792 million will be used to reimburse Metropolitan Life
Insurance Company for cash payments to be made by its Canadian branch to
certain holders of policies included in our Canadian business sold to
Clarica Life Insurance Company in 1998. See "The
Demutualization -- Transferred Canadian Policies".
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<PAGE> 51
We have reflected the amounts expected to be used to fund those policy
credits referred to above as an increase in future policy benefits in the pro
forma consolidated balance sheets. We have reflected the amounts we expect to
use to make the cash payments referred to above as a reduction in retained
earnings in the pro forma consolidated balance sheets.
(3) The pro forma consolidated balance sheets reflect estimated additional
nonrecurring expenses of $312 million (net of income taxes of $65 million)
related to the demutualization assumed to be incurred at the date of the pro
forma consolidated balance sheets. The pro forma consolidated statements of
income do not reflect such nonrecurring expenses since they will be reported as
an extraordinary item.
(4) Represents gross proceeds of $4,032 million from the issuance of
288,000,000 shares of common stock at an assumed initial public offering price
of $14.00 per share less an assumed underwriting discount and estimated offering
expenses aggregating $161 million.
(5) Represents the reclassification of the retained earnings of
Metropolitan Life Insurance Company to reflect the demutualization as follows:
<TABLE>
<CAPTION>
ASSUMING AN
INITIAL PUBLIC
OFFERING PRICE
PER SHARE OF
----------------------
$14.00 $24.00
------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Historical retained earnings................................ $13,834 $13,834
Less net proceeds of initial public offering used to fund
policy credits and cash payments to eligible
policyholders............................................... 1,736 2,976
Less cash payments made by the Canadian branch to certain
holders of policies included in its Canadian business sold
to Clarica Life Insurance Company. We will account for the
payments to the transferred Canadian policyholders in
other expenses in the same period as the effective date of
the plan of reorganization................................ 462 792
Less additional demutualization expenses (net of income
taxes of $65 million)..................................... 312 312
------- -------
Retained earnings related to eligible policyholders
receiving common stock.................................... $11,324 $ 9,754
======= =======
</TABLE>
(6) Represents gross proceeds of $5,664 million from the issuance of
236,000,000 shares of common stock at an assumed initial public offering price
of $24.00 per share less an assumed underwriting discount and estimated offering
expenses aggregating $227 million.
(7) Represents the elimination of the surplus tax. As a stock life
insurance company, we will no longer be subject to the surplus tax after the
effective date of the plan.
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<PAGE> 52
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of the consolidated financial condition and results
of operations of MetLife should be read in conjunction with "Selected Financial
Information", the consolidated financial statements and notes thereto and "Pro
Forma Consolidated Financial Information" included elsewhere in this prospectus.
BACKGROUND
We are a leading provider of insurance and financial services to a broad
spectrum of individual and institutional customers. We offer insurance, annuity
and investment products to individuals and group insurance and retirement and
savings products and services to corporations and other institutions. We derive
our revenues principally from:
- premiums from individual and group insurance, including those annuities
that have a death benefit component;
- fees from universal and variable life insurance products, annuity,
investment products and administrative services contracts;
- premiums from property and casualty insurance;
- asset management fees; and
- net investment income and realized investment gains or losses on general
account assets.
Our operating expenses consist of insurance benefits, increases in
liabilities, interest credited on general account liabilities, marketing and
administrative costs relating to products we sell, including commissions to our
sales representatives, net of deferrals, and general business expenses. Our
profitability depends largely on the adequacy of our product pricing,
underwriting and methodology for the establishment of liabilities for future
policyholder benefits, our ability to earn appropriate spreads between earned
investment rates on general account assets and dividend and interest credited
rates to customers, the amount of assets under management and our ability to
manage our expenses.
We are organized into five major business segments: Individual Business,
Institutional Business, Asset Management, Auto & Home and International. We also
maintain a Corporate segment through which we report items that are not directly
allocable to any of our business segments, including unallocated capital, income
and expenses. We manage and allocate our general account assets among our
business segments through distinct portfolios for each product group. Capital is
allocated among each of our business segments based on a percentage of the
"risk-based capital" levels of the assets allocated to the segments. RISK-BASED
CAPITAL ("RBC") is a regulatory measure designed to aid in the evaluation of the
statutory capital and surplus of life and health insurers. We also allocate net
investment income to each business segment based upon the assets allocated to
the segment.
Sales of our insurance, annuity and investment products have been affected
by overall trends in the insurance industry generally, as Americans have begun
to rely less on traditional life insurance, defined benefit retirement plans,
social security and other government programs, and the "baby-boom" generation
has begun to enter its prime savings years. Reflecting these trends, as well as
the impact of a strong equities market in recent years, sales of our traditional
insurance products have declined in recent years, while sales of variable life
and annuities, mutual funds and other savings products have increased. During
the five years ended 1998, the separate account liabilities related to our
individual variable annuity products grew at a 40.6% compound annual rate, and
totaled $17.7 billion and $15.8 billion at September 30, 1999 and December 31,
1998, respectively. During the five years ended 1998, first-year premiums and
deposits from variable life insurance products grew at a compound annual rate of
22.5% and
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<PAGE> 53
were $284 million and $372 million for the periods ending September 30, 1999 and
December 31, 1998, respectively.
In addition, as the U.S. employment market has become more competitive,
employers are seeking to enhance their ability to hire and retain employees by
providing attractive benefit plans. Current trends in the work environment also
reflect increasing concern of employees about the future of government-funded
retirement and "safety-net" programs, an increasingly mobile workforce and the
desire of employers to share the market risk from the investment of pension
assets with employees. We believe these trends are facilitating the introduction
of new benefits such as long-term care and auto and homeowners insurance, and
are leading more employers to adopt defined contribution pension arrangements
and 401(k) plans. A related trend has been the increased offering of voluntary
products, which provide valued benefits to employees at little or no cost to the
employer. These benefits, while paid for by employees, appeal to them because
they are generally priced at group rates and are usually paid for by payroll
deduction, making them convenient to purchase and maintain.
We enter into reinsurance agreements to spread the risk and minimize the
effect of losses. The amount of each risk retained by us depends on our
evaluation of the specific risk, subject, in certain circumstances, to maximum
limits based on characteristics of coverages. In recent periods, in response to
the reduced cost of reinsurance coverage, we have increased the amount of
MORTALITY risk coverage purchased from third party reinsurers. Since 1996, we
have entered into reinsurance agreements that CEDED substantially all of the
mortality risk on term insurance policies issued during 1996 and subsequent
years, and on survivorship whole life insurance policies issued in 1997 and
subsequent years. In 1998, we reinsured substantially all of the mortality risk
on universal life policies we issued since 1983. We are continuing to reinsure
substantially all of the mortality risk on our universal life policies. As a
result of these transactions, we now reinsure up to 90% of the mortality risk
for all new individual insurance policies that we write.
Our reinsurance agreements generally provide for payments to the reinsurers
for the risks transferred to them, reduced by reimbursements to us of our policy
issuance costs. The amounts presented in our consolidated statements of income
for revenues and policyholder benefits are net of amounts ceded to the
reinsurers. We report amounts reimbursed related to administrative costs for
maintaining policies covered under reinsurance agreements in other revenues.
Over the past three years, we have repositioned our investment portfolio in
order to provide a higher operating rate of return on our invested assets. In
connection with this strategy, we have reduced our investments in treasury
securities, corporate equities and equity real estate and increased our
investments in fixed maturities with a higher current operating yield.
We have selectively acquired and disposed of businesses during the past
several years as part of our business strategies and to enhance our overall
returns. We expanded the distribution channels of Individual Business in the
bank and broker-dealer distribution channels through the acquisitions of
Security First Group in 1997 and of Nathan & Lewis in 1998. We became a leading
provider of administrative services in the 401(k) market through the
acquisitions of Benefit Services Corporation and the defined contribution
record-keeping and participant services business formerly owned by Bankers Trust
Corporation. We sold our commercial finance subsidiary in 1998 because it was
not part of our core business strategy and disposed of a substantial portion of
our insurance operations in the U.K. and Canada to exit mature markets with
little opportunity for growth. We expect to continue to make selective
acquisitions and dispositions that augment our business strategies.
On August 26, 1999, we announced that Metropolitan Life Insurance Company
had entered into an agreement to acquire GenAmerica Corporation for
approximately $1.2 billion in cash. In connection with our acquisition of the
stock of GenAmerica, we expect to incur approximately $1.2 billion of short-term
debt, consisting primarily of commercial paper. We intend to repay an
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<PAGE> 54
estimated $935 million of that debt with proceeds from the initial public
offering in excess of those amounts required under the plan. In addition, we
incurred approximately $3.2 billion of short-term debt, consisting primarily of
commercial paper, in connection with our exchange offer to holders of General
American Life funding agreements. On September 29, 1999, MetLife Funding, Inc.
and Metropolitan Life Insurance Company obtained an additional committed credit
facility for $5 billion, which serves as back-up for this commercial paper. On
October 4, 1999, we announced that we had agreed to acquire an additional $125
million of shares of the common stock of Reinsurance Group of America
(representing approximately 9.4% of the outstanding common stock) at $26.125 per
share. At September 30, 1999, GenAmerica owned 53% of the outstanding common
stock of RGA. The acquisition of GenAmerica, which is subject to regulatory
approval and other closing conditions, is expected to be completed in the first
quarter of 2000. For a description of the acquisition and related transactions,
see "Business -- Proposed Acquisition of GenAmerica Corporation".
On September 30, 1999, our Auto & Home segment acquired the standard
personal lines property and casualty insurance operations of The St. Paul
Companies, which had in-force premiums of approximately $1.1 billion and
approximately 3,000 independent agencies and brokers in 1998. We funded this
acquisition, plus an additional investment in the business, with available cash
and the issuance of commercial paper. This acquisition substantially increased
the size of this segment's business, making us the eleventh largest personal
property and casualty insurer in the U.S. based on 1998 net premiums written.
In recent years, we have implemented programs to reduce operating expenses
and enhance the efficiency of our operations. For the nine months ended
September 30, 1999, we reduced the number of non-sales positions by 1,054, or
5%. These reductions are in addition to the elimination of 2,267, or 11%, of the
non-sales positions in 1998. In March 1999, we began an internal reorganization
to integrate the operations of New England Financial, which since its merger
with MetLife had been operated as a separate division, with the individual
insurance operations of MetLife. The objective of this internal reorganization
is to identify opportunities to eliminate redundant processes and costs, while
maintaining the brand identities of our distribution channels and products.
THE DEMUTUALIZATION
Pursuant to the New York Insurance Law, the board of directors of
Metropolitan Life Insurance Company adopted the plan of reorganization on
September 28, 1999, and subsequently adopted amendments to the plan. On the date
the plan becomes effective, Metropolitan Life Insurance Company will convert
from a mutual life insurance company to a stock life insurance company and
become a wholly-owned subsidiary of MetLife, Inc. This process is commonly known
as a demutualization. We estimate that costs relating to the demutualization,
excluding costs relating to the initial public offering, will total $393
million, net of income taxes of $82 million. Demutualization costs of $98
million have been recorded as an extraordinary item through September 30, 1999.
Demutualization expenses consist of our cost of printing and mailing materials
to policyholders and our aggregate cost of engaging independent accounting,
actuarial, compensation, financial, investment banking and legal advisors and
other consultants to advise us in the demutualization process and related
matters, as well as other administrative costs. The New York Superintendent of
Insurance has also engaged experts to provide actuarial, investment banking,
legal and auditing advice. Pursuant to the New York Insurance Law, we must pay
the fees and expenses of such consultants, which fees and expenses are included
in the above amounts. We have also agreed to indemnify certain of our
consultants and consultants to the New York Superintendent against liabilities
arising out of their engagements in connection with the demutualization.
In addition, if Metropolitan Life Insurance Company demutualizes, we will
incur costs related to payments to holders of Canadian policies transferred by
Metropolitan Life Insurance Company
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<PAGE> 55
to Clarica Life Insurance Company. See "The Demutualization -- Transferred
Canadian Policies". These costs will be charged to other expenses in the same
period as the effective date of the plan. The payments will be determined in a
manner that is consistent with the treatment of, and fair and equitable to,
eligible policyholders of Metropolitan Life Insurance Company. The amount to be
paid to the holders of Canadian policies is dependent upon the initial public
offering price of the common stock. Assuming an initial public offering price of
between $14.00 to $24.00 per share, and based on preliminary calculations we
have made regarding these payments, we estimate the aggregate payments will
range from $462 million to $792 million.
The plan of reorganization requires us to complete an initial public
offering of our common stock on the effective date of the plan. We may also
conduct one or more other capital raising transactions on the plan effective
date, in addition to the initial public offering. These may include one or more
of a public offering of mandatorily convertible preferred securities, a public
offering of convertible preferred securities and up to $500 million aggregate
principal amount of publicly-offered debt securities, commercial paper issuances
or bank borrowings (or a combination of such offerings, issuances and
borrowings). The total proceeds raised in all such other capital raising
transactions will not exceed one-third of the combined total proceeds raised in
the initial public offering and all other capital raising transactions. The
amount of proceeds from and final terms of any securities offered in such other
capital raising transactions will depend on market conditions and our capital
needs at the time of issuance. We cannot proceed with any offering relating to
any other capital raising transactions without the approval of the New York
Superintendent. The final terms of the initial public offering and any such
other capital raising transactions must be approved by the New York
Superintendent. We will be required to use the net proceeds from the initial
public offering, as well as the net proceeds from any other capital raising
transactions completed on the plan effective date, in the manner set forth under
the caption "Use of Proceeds" above.
The plan of reorganization requires that Metropolitan Life Insurance
Company establish and operate a closed block for the benefit of holders of
certain individual life insurance policies of Metropolitan Life Insurance
Company. We will allocate assets to the closed block in an amount that we expect
will produce cash flows which, together with anticipated revenue from the
policies included in the closed block, are reasonably expected to be sufficient
to support obligations and liabilities relating to these policies, including,
but not limited to, provisions for the payment of claims and certain expenses
and taxes, and to provide for the continuation of policyholder dividend scales
in effect for 1999, if the experience underlying such dividend scales continues,
and for appropriate adjustments in such scales if the experience changes. The
closed block assets, the cash flows generated by the closed block assets and the
anticipated revenues from the policies in the closed block will benefit only the
holders of these policies in the closed block. If, over time, cash flows from
the assets allocated to the closed block and claims and other experience
relating to the closed block are, in the aggregate, more or less favorable than
assumed in establishing the closed block, total dividends paid to closed block
policyholders in the future may be greater than or less than that which would
have been paid to these policyholders if the policyholder dividend scales in
effect for 1999 had been continued. Any cash flows in excess of amounts assumed
will be available for distribution over time to closed block policyholders and
will not be available to our stockholders. The closed block will continue in
effect as long as any policy in the closed block remains in force. Its expected
life is over 100 years.
We do not expect the closed block will affect our net income or our
liquidity after its establishment. We will use the same accounting principles to
account for the PARTICIPATING POLICIES included in the closed block as we used
prior to the date of demutualization. However, we will establish a policyholder
dividend obligation for earnings that will be paid to policyholders as
additional dividends in the amounts described below, unless these earnings are
offset by future unfavorable experience of the closed block. The excess of
closed block liabilities over closed block assets at the effective date
represents the estimated maximum future contributions
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<PAGE> 56
from the closed block expected to result from operations attributed to the
closed block after income taxes. We will recognize the contributions from the
closed block in income over the period the policies and contracts in the closed
block remain in force. Management believes that over time the actual cumulative
contributions from the closed block will approximately equal the expected
cumulative contributions, due to the effect of dividend changes. If, over the
period the closed block remains in existence, the actual cumulative contribution
from the closed block is greater than the expected cumulative contribution from
the closed block, we will recognize only the expected cumulative contribution in
income with the excess recorded as a policyholder dividend obligation, because
we will pay the excess of the actual cumulative contribution from the closed
block over the expected cumulative contribution to closed block policyholders as
additional policyholder dividends unless offset by future unfavorable experience
of the closed block. If over such period, the actual cumulative contribution
from the closed block is less than the expected cumulative contribution from the
closed block, we will recognize only the actual contribution in income. However,
we may change dividends in the future, which would be intended to increase
future actual contributions until the actual cumulative contributions equal the
expected cumulative contributions.
Pursuant to the New York Insurance Law, the board of directors of
Metropolitan Life Insurance Company adopted the plan of reorganization on
September 28, 1999, and subsequently adopted amendments to the plan. The plan of
reorganization must also be approved by two-thirds of the votes validly cast by
the eligible policyholders. The plan of reorganization defines eligible
policyholders as the owners on September 28, 1999, the adoption date of the plan
of reorganization, of certain policies issued by Metropolitan Life Insurance
Company that were in force on that date. The plan of reorganization will not
become effective unless, after conducting a public hearing on the plan, the New
York Superintendent of Insurance approves it based on a finding, among other
things, that the plan is fair and equitable to policyholders.
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<PAGE> 57
RESULTS OF OPERATIONS
The following table presents summary consolidated financial information for
the periods indicated:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
----------------- ----------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
REVENUES
Premiums............................... $ 8,724 $ 8,503 $11,503 $11,278 $11,345
Universal life and investment-type
product policy fees.................. 1,019 1,110 1,360 1,418 1,243
Net investment income.................. 7,235 7,633 10,228 9,491 8,978
Other revenues......................... 1,552 1,481 1,965 1,491 1,246
Net realized investment gains (losses)
(net of amounts allocable to other
accounts of $(37), $104, $608, $231
and $227, respectively).............. (177) 1,083 2,021 787 231
------- ------- ------- ------- -------
18,353 19,810 27,077 24,465 23,043
------- ------- ------- ------- -------
EXPENSES
Policyholder benefits and claims
(excludes (includes) amounts directly
related to net realized investment
gains and losses of $(11), $99, $368,
$161 and $223, respectively)......... 9,436 9,293 12,488 12,234 12,286
Interest credited to policyholder
account balances..................... 1,823 2,058 2,731 2,884 2,868
Policyholder dividends................. 1,237 1,215 1,653 1,742 1,728
Other expenses (excludes (includes)
amounts directly related to net
realized investment gains and losses
of $(26), $5, $240, $70 and $4,
respectively)........................ 5,076(1) 4,925 8,118(1) 5,934 4,755
------- ------- ------- ------- -------
17,572 17,491 24,990 22,794 21,637
------- ------- ------- ------- -------
Income before provision for income
taxes, discontinued operations and
extraordinary item................... 781 2,319 2,087 1,671 1,406
Provision for income taxes............. 353 846 740 468 482
------- ------- ------- ------- -------
Income before discontinued operations
and extraordinary item............... 428 1,473 1,347 1,203 924
Loss from discontinued operations...... -- -- -- -- 71
------- ------- ------- ------- -------
Income before extraordinary item....... 428 1,473 1,347 1,203 853
Extraordinary item -- demutualization
expense, net of income tax of $15 and
$2, respectively..................... (77) -- (4) -- --
------- ------- ------- ------- -------
Net income............................. $ 351 $ 1,473 $ 1,343 $ 1,203 $ 853
======= ======= ======= ======= =======
</TABLE>
- ---------------
(1) Other expenses in 1999 includes a pre-tax charge of $499 million principally
related to the settlement of a multidistrict litigation proceeding involving
alleged improper sales practices, accruals for sales practices claims not
covered by the settlement and other legal costs. During 1998, we obtained
certain excess of loss reinsurance and excess insurance policies and
agreements providing coverage for risks associated primarily with sales
practices claims and claims for personal injuries caused by exposure to
asbestos or asbestos-containing products. In 1998, we recorded a pre-tax
charge of $1,895 million, included in other
56
<PAGE> 58
expenses, for related insurance and reinsurance premiums and for potential
liabilities related to certain of these claims. See "Business -- Legal
Proceedings".
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH THE NINE MONTHS ENDED
SEPTEMBER 30, 1998
Premiums increased by 3% to $8,724 million for the nine months ended
September 30, 1999 from $8,503 million for the comparable 1998 period. This
increase was attributable to strong growth in Institutional Business of $373
million, or 10%, as well as an increase in Auto & Home of $57 million, or 5%.
These increases were partially offset by decreases in International of $152
million, or 30%, and in Individual Business of $57 million, or 2%. Institutional
Business' growth was primarily driven by an increase in non-medical health
premiums due to increased sales and improved policyholder retention in our
dental and disability businesses. Auto & Home's premium increase was primarily
due to growth in both standard and non-standard auto insurance business.
International's premium decrease was primarily due to the disposition of a
substantial portion of our Canadian operations in July 1998. The Individual
Business decrease was primarily attributable to the decline in sales of
traditional life insurance policies, which reflected a continued shift in
customers' investment preferences from those policies to variable life products.
Universal life and investment-type product policy fees decreased by 8% to
$1,019 million for the nine months ended September 30, 1999 from $1,110 million
for the comparable 1998 period. This decrease was attributable to reductions of
$94 million, or 13%, in Individual Business and $19 million, or 36%, in
International. These decreases were partially offset by an increase in
Institutional of $22 million, or 6%. The Individual Business policy fee decrease
was primarily due to reinsurance treaties entered into during 1998 related to
$86 billion of universal life insurance in-force. Excluding the impact of the
reinsurance treaties, policy fees from insurance products increased $44 million,
or 8%, primarily due to an increase in insurance coverages provided in 1999
compared with 1998 and additional separate account contract fees arising from
increased sales of variable life products. In addition, stock market
appreciation and continued growth in deposits for investment products resulted
in a $45 million, or 24%, increase in the annuity business. The majority of
International's policy fee decrease resulted from the sale of a substantial
portion of our Canadian operations. The $22 million increase in Institutional
Business' policy fees was primarily due to continued growth in sales of products
used in executive and corporate-owned benefit plans.
Net investment income decreased by 5% to $7,235 million for the nine months
ended September 30, 1999 from $7,633 million for the comparable 1998 period.
This decrease was primarily due to reductions in (i) investment income related
to mortgage loans on real estate of $137 million, or 11%, (ii) investment income
on other invested assets of $222 million, or 74%, (iii) equity securities income
of $40 million, or 56%, (iv) policy loan income of $43 million, or 15%, (v) real
estate and real estate joint ventures income after investment expenses and
depreciation of $118 million, or 23%, and (vi) cash and short-term investments
of $33 million, or 24%. These reductions in net investment income were partially
offset by higher income from fixed maturities of $153 million, or 3%, and
improved investment expenses and fees of $40 million, or 18%. The reduction in
investment income from mortgage loans on real estate to $1,084 million for the
nine months ended September 30, 1999 from $1,221 million for the comparable 1998
period was due to the lower interest rate environment and a reduction in average
principal balances, which resulted from the sales of MetLife Capital Holdings,
Inc. and a substantial portion of our Canadian operations. Likewise, the
increase in fixed maturity investment income to $5,310 million for the nine
months ended September 30, 1999 from $5,157 million for the comparable 1998
period was primarily attributable to increased average principal balances due,
in part, to the reinvestment of proceeds from the sale of MetLife Capital
Holdings, Inc., as well as from sales of equity securities, the dispositions of
which were part of our 1998 year-end asset repositioning program. The reduction
in investment income from other invested assets to $76 million for the
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<PAGE> 59
nine months ended September 30, 1999 from $298 million for the comparable 1998
period was due to a reduction in leveraged lease balances as a result of the
sale of MetLife Capital Holdings, Inc. and lower fees received from bond
prepayments, calls and tenders. The reduction in real estate and real estate
joint ventures income was primarily attributable to the timing of sales of
investments held by our real estate joint ventures.
Other revenues, which are primarily comprised of expense reimbursements
from reinsurers and fees related to investment management and administrative
services and securities lending activities, increased by 5% to $1,552 million
for the nine months ended September 30, 1999 from $1,481 million for the
comparable 1998 period. This increase was primarily attributable to growth of
$82 million, or 25%, in Individual Business and $11 million, or 2%, in
Institutional Business. The Individual Business increase reflected a $49 million
increase due to the operations of Nathan & Lewis, which was acquired in April
1998, and a $22 million increase in commission and fee income. The increase in
Institutional Business was due to increases in our non-medical health and
retirement and savings businesses, partially offset by a decrease in our group
life business. The increase in our non-medical health business of $34 million
was primarily due to growth in our dental administrative service business. The
increase in our retirement and savings business of $29 million reflected higher
administrative fees derived from separate accounts and our defined contribution
record-keeping services. The decrease in the group life business of $52 million
was primarily due to lower income in 1999 on funds used to seed separate
accounts.
Our realized investment gains and losses are net of related policyholder
amounts. The amounts netted against realized investment gains and losses are (i)
additional amortization of deferred policy acquisition costs attributable to the
increase or decrease in product gross margins or profits resulting from realized
investment gains and losses, (ii) additional policyholder liabilities, which are
required when investment gains are realized and we reinvest the proceeds in
lower yielding assets ("loss recognition"), and (iii) additional liabilities for
those participating contracts in which the policyholders' accounts are increased
or decreased by the related investment gains or losses.
Net realized investment gains (losses) decreased by 116% to $(177) million
for the nine months ended September 30, 1999 from $1,083 million for the
comparable 1998 period. This decrease reflected total gross realized investment
losses of $(214) million, a decrease of 118%, from $1,187 million for the 1998
period, before the offsets for the accelerated amortization of deferred policy
acquisition costs of $(26) million and $5 million, loss recognition of $60
million in the 1998 period (there were no offsets for loss recognition in the
1999 period), additional credits to participating contracts of $(11) million and
$39 million related to the assets sold for the nine months ended September 30,
1999 and 1998, respectively. A significant portion of the 1998 net realized
investment gain was due to the conclusion of our equity real estate sales
program. The net realized investment losses for the nine months ended September
30, 1999 resulted from the implementation of our strategy to reposition our
investment portfolio in order to provide a higher operating rate of return on
our invested assets. In connection with this strategy, we have reduced our
investments in treasury securities, corporate equities and equity real estate
and increased our investments in fixed maturities with a higher current
operating yield.
We believe the policy of netting related policyholder amounts against
realized investment gains and losses provides important information in
evaluating our operating performance. Realized investment gains and losses are
often excluded by investors when evaluating the overall financial performance of
insurers. We believe our presentation enables readers of our consolidated
statements of income to easily exclude realized investment gains and losses and
the related effects on the consolidated statements of income when evaluating our
operating performance. Our presentation of realized investment gains and losses
net of related policyholder amounts may be different from the presentation used
by other insurance companies and, therefore, amounts in our consolidated
statements of income may not be comparable with amounts reported by other
insurance companies.
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<PAGE> 60
Policyholder benefits and claims increased by 2% to $9,436 million for the
nine months ended September 30, 1999 from $9,293 million for the comparable 1998
period. This increase reflected total gross policyholder benefits and claims of
$9,425 million, an increase of $33 million from $9,392 million in the 1998
period, before the offsets for loss recognition of $60 million in the 1998
period (there were no offsets for loss recognition in the 1999 period) and
additions to participating contractholder accounts of $(11) million and $39
million directly related to net realized investment gains and losses for the
nine months ended September 30, 1999 and 1998, respectively. The increase in
policyholder benefits and claims was attributable to increases of $375 million,
or 8%, in Institutional Business and $54 million, or 8%, in Auto & Home,
partially offset by decreases of $182 million, or 36%, in International and $114
million, or 3%, in Individual Business. The Institutional Business increase was
primarily due to premium growth within our group dental and disability insurance
businesses. The increase in Auto & Home was primarily due to a 5% increase in
the number of policies in force and $34 million of unfavorable claims
development due to lower than expected savings resulting from the implementation
of a new technology platform. The decrease in International was attributable to
the sale of a substantial portion of our Canadian operations. The Individual
Business decrease was primarily due to an increase in claims ceded of $208
million under the universal life reinsurance treaties discussed above, which was
partially offset by a $92 million increase in policyholder liabilities due to
aging of our in-force business.
Interest credited to policyholder account balances decreased by 11% to
$1,823 million for the nine months ended September 30, 1999 from $2,058 million
for the comparable 1998 period. This decrease was attributable to reductions of
$141 million, or 15%, in Institutional Business, $63 million, or 6%, in
Individual Business and $31 million, or 42%, in International. Group insurance
in Institutional Business decreased $47 million, or 14%, primarily due to
cancellations in the leveraged corporate-owned life insurance business
attributable to a change in the tax treatment for those products. In addition,
retirement and savings products declined by $94 million, or 17%, which reflected
a shift in customers' investment preferences from guaranteed interest products
to separate account alternatives. The decrease in Individual Business was
primarily due to a 1998 reinsurance transaction as well as a shift in investor
preferences to separate account alternatives. The International decline was due
to the sale of a substantial portion of our Canadian operations.
Policyholder dividends increased by 2% to $1,237 million for the nine
months ended September 30, 1999 from $1,215 million for the comparable 1998
period. This increase was mainly attributable to an increase of $65 million, or
6%, in Individual Business, which was primarily offset by a $40 million, or 71%,
decrease in International. The increase in Individual Business was primarily due
to growth in cash values in policies associated with our large block of
traditional life insurance business and a dividend scale increase in 1999. The
International decrease was due to the sale of a substantial portion of our
Canadian operations.
Other expenses increased by 3% to $5,076 million for the nine months ended
September 30, 1999 from $4,925 million for the comparable 1998 period. This
increase reflected total gross other expenses of $5,050 million, an increase of
2%, from $4,930 million in the 1998 period, before the offset for accelerated
amortization of deferred policy acquisition costs directly attributable to net
realized investment gains and losses of $(26) million and $5 million for the
nine months ended September 30, 1999 and 1998, respectively. Excluding the
effect of the pay down of debt with proceeds from the sale of MetLife Capital
Holdings, Inc. in 1998, other expenses increased by $83 million. This increase
was attributable to a $172 million, or 23%, increase in the Corporate segment
and a $32 million, or 8%, increase in Auto & Home, partially offset by
reductions of $72 million, or 28%, in International, $78 million, or 4%, in
Individual Business and $47 million, or 4%, in Institutional Business. The
increase in the Corporate segment was primarily due to a $499 million charge
recorded in 1999, principally related to the settlement of a multidistrict
litigation proceeding involving alleged improper sales practices, accruals for
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<PAGE> 61
sales practices claims not covered by the settlement and other legal costs. See
"Business -- Legal Proceedings". We expect that the total cost to us of the
settlement will be approximately $957 million. This amount is equal to the
amount of the increase in liabilities for the death benefits and policy
adjustments and the present value of expected cash payments to be provided to
included class members, as well as attorneys' fees and expenses and estimated
other administrative costs, but does not include the cost of litigation with
policyholders who are excluded from the settlement. These charges were partially
offset by the elimination of $273 million of expenses due to the sale of MetLife
Capital Holdings, Inc. in 1998. The increase in Auto & Home was primarily due to
higher loss costs in the auto and homeowners lines of business. The
International decrease was primarily due to the sale of a substantial portion of
our Canadian operations in July 1998. The decreases in the Individual and
Institutional Businesses were attributable to reductions in non-sales positions
and increased operational efficiencies related to cost reduction programs
initiated in 1998.
Deferred acquisition costs are generally amortized in proportion to gross
margins or profits, including realized investment gains or losses. These costs
are allocated to (1) realized investment gains and losses to provide
consolidated statement of income information regarding the impact of such gains
and losses on the amount of the amortization, (2) unrealized investment gains
and losses to provide information regarding the amount of deferred acquisition
costs that would have been amortized if such gains and losses have been realized
and (3) other expenses to provide amounts related to the gross margins or
profits originating from transactions other than investment gains and losses.
Capitalization of deferred acquisition costs increased slightly to $785
million for the nine months ended September 30, 1999 from $769 million for the
comparable 1998 period while amortization of such costs decreased by 4% to $579
million for the nine months ended September 30, 1999 from $604 million in the
comparable 1998 period. Amortization of deferred acquisition costs of $553
million and $609 million was allocated to other expenses in 1999 and 1998,
respectively, while the remainder of the amortization in each nine-month period
was allocated to realized investment gains and losses. The decrease in
amortization of deferred acquisition costs allocated to other expenses was
primarily due to our Individual Business segment, which decreased to $398
million in 1999 from $432 million in 1998, reflecting the impact of reinsurance
treaties entered into in 1998 related to $86 billion of universal life insurance
in force and refinements in our calculation of estimated gross margins.
Income tax expense for the nine months ended September 30, 1999 was $353
million, or 45%, of income before provision for income taxes, discontinued
operations and extraordinary item, compared with $846 million, or 36%, for the
comparable 1998 period. The effective tax rates differ from the corporate tax
rate of 35% primarily due to the impact of surplus tax. We are subject to
surplus tax imposed on mutual life insurance companies under Section 809 of the
Internal Revenue Code. The surplus tax results from the disallowance of a
portion of a mutual life insurance company's policyholder dividends as a
deduction from taxable income. The surplus tax is estimated each year and
adjusted the following year based on actual industry experience. Excluding
surplus tax of $94 million and $13 million, the effective tax rates were 35% and
36% for 1999 and 1998, respectively. As a stock life insurance company, we will
no longer be subject to the surplus tax after the effective date of the
demutualization.
Demutualization expenses, net of income taxes, were $77 million for the
nine months ended September 30, 1999. These costs related to our ongoing
demutualization efforts.
YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997
Premiums increased by 2% to $11,503 million in 1998 from $11,278 million in
1997. This increase was attributable to strong growth in Institutional Business
of $470 million, or 10%, and in Auto & Home of $49 million, or 4%. These
increases were partially offset by a decrease in
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<PAGE> 62
International of $290 million, or 32%. Institutional Business' premium growth
was driven primarily by increases in group life premiums. In addition,
Institutional Business' group non-medical health benefited from market share
growth in dental products and services and long-term care. Auto & Home's premium
increase was primarily due to growth in non-standard auto insurance policies.
International's premium decrease was primarily due to the dispositions of
substantial portions of our U.K. operations in October 1997 and of our Canadian
operations in July 1998.
Universal life and investment-type product policy fees decreased by 4% to
$1,360 million in 1998 from $1,418 million in 1997. This decrease was
attributable to reductions of $69 million, or 50%, in International and $38
million, or 4%, in Individual Business. Substantially all of International's
policy fee decrease resulted from the divestitures of substantial portions of
our U.K. and Canadian operations. The Individual Business policy fee decrease
was primarily due to reinsurance treaties entered into during 1998, related to
$86 billion of universal life insurance in-force, which were offset in part by
continued growth of $78 million in annuities and investment products. These
decreases were also offset by a $49 million increase in Institutional Business
policy fees, due to an increase in sales of products used in executive and
corporate-owned benefit plans during 1998.
Net investment income increased by 8% to $10,228 million in 1998 from
$9,491 million in 1997, primarily due to higher other investment income of $473
million, or 129%, higher fixed maturities income of $118 million, or 2%,
improved real estate income after investment expenses and depreciation of $101
million and reduced investment expenses of $198 million. These increases in net
investment income were partially offset by reduced investment income in mortgage
loans on real estate of $112 million, or 7%, and other limited partnership
interests of $106 million, or 35%. The increase in other investment income to
$841 million in 1998 from $368 million in 1997 was principally due to a $289
million increase in revenue attributable to our securities lending program
resulting from the implementation of SFAS No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities during 1998.
This increase was offset by a commensurate increase in other expenses. The
remainder of this increase was primarily due to higher fees we received as a
result of bond prepayments, calls and tenders, which reflected, in part,
declining interest rates in 1998. The increase in fixed maturity investment
income to $6,563 million in 1998 from $6,445 million in 1997 was primarily
attributable to increased principal balances due, in part, to the reinvestment
of proceeds from the sale of MetLife Capital Holdings, Inc. Likewise, the
reduction in investment income from mortgage loans on real estate to $1,572
million in 1998 from $1,684 million in 1997 was due to a reduction in principal
balances resulting from the sale of MetLife Capital Holdings, Inc. and a
substantial portion of our Canadian operations. The real estate investment
income improvement represents the result of real estate expenses reducing more
than real estate income in 1998, the final leg of our sales program. Since the
inception of our sales program in 1995, the average yield on our holdings of
real estate has increased to 10.4% in 1998. Investment income from other limited
partnership interests decreased to $196 million in 1998 from $302 million in
1997. Income from other limited partnership interests fluctuate from period to
period due to the unpredictable nature of realized gains from these
partnerships.
Other revenues increased by 32% to $1,965 million in 1998 from $1,491
million in 1997. This increase was primarily attributable to growth of $218
million, or 61%, in Institutional Business, $184 million, or 54%, in Individual
Business and $135 million, or 20%, in Asset Management. The Institutional
Business increase was due to higher administrative fees of $45 million derived
from separate accounts, $56 million from our defined contribution plan
record-keeping services and $32 million from funds held on deposit related to a
reinsurance agreement entered into during 1997. Individual Business' increase
was due to the acquisition of Nathan & Lewis in April 1998 ($119 million of the
increase) and growth in expense reimbursements from reinsurers for
administrative costs incurred related to policies covered under reinsurance
agreements ($13
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million of the increase). The increase in Asset Management was attributable to
higher management and advisory fees related to growth in assets managed.
Net realized investment gains increased by 157% to $2,021 million in 1998
from $787 million in 1997. This increase reflected total gross realized
investment gains of $2,629 million, an increase of 158%, from $1,018 million in
1997, before the offsets for the additional amortization of deferred acquisition
costs of $240 million and $70 million, loss recognition for the policy
liabilities of $300 million and $126 million and additional credits to
participating contracts of $68 million and $35 million related to the assets
sold in 1998 and 1997, respectively. The increase in gross realized investment
gains was primarily attributable to a sales program initiated in the fourth
quarter of 1998, which we conducted as part of our strategy of repositioning our
investment portfolio in order to provide a higher operating rate of return on
our invested assets. In connection with this repositioning, we reduced our
investments in treasury securities and corporate equities and increased our
investments in fixed maturities with a higher current yield. We sold
approximately $2.2 billion of corporate equities and reinvested these proceeds
into other fixed maturity securities, which provide a higher current return.
Realized investment gains from fixed maturity and equity securities were $1,567
million in 1998, a 358% increase from $342 million in 1997. Net realized
investment gains also increased by $392 million from the sales of MetLife
Capital Holdings, Inc. and a substantial portion of our Canadian operations
during 1998.
Policyholder benefits and claims increased by 2% to $12,488 million in 1998
from $12,234 million in 1997. This increase reflected total gross policyholder
benefits and claims of $12,856 million, an increase of 4%, from $12,395 million
in 1997, before the offsets for loss recognition of $300 million and $126
million and additions to participating contractholder accounts of $68 million
and $35 million directly related to net realized investment gains in 1998 and
1997, respectively. This increase was attributable to increases of $482 million,
or 8%, in Institutional Business partially offset by a decrease of $256 million
in International attributable to the U.K. and Canadian divestitures. The
Institutional Business increase was commensurate with the increase in
Institutional Business premiums of $470 million, and was also attributable to
less favorable experience on participating group insurance contracts, which were
offset by reduced dividends to those policyholders of $163 million.
Interest credited to policyholder account balances decreased by 5% to
$2,731 million in 1998 from $2,884 million in 1997. This decrease was primarily
attributable to declines of $120 million, or 9%, in Institutional Business and
$48 million, or 35%, in International. Retirement and savings products in
Institutional Business declined by $186 million, or 20%, due to a shift in
customers' investment preferences from guaranteed interest products to separate
account alternatives and the continuation of the low interest rate environment.
The International decline was due to the divestitures of substantial portions of
our U.K. and Canadian operations.
Policyholder dividends decreased by 5% to $1,653 million in 1998 from
$1,742 million in 1997. This decrease was attributable to reductions of $163
million, or 53%, in Institutional Business and $33 million, or 34%, in
International. The Institutional Business decrease was due to less favorable
claims experience on participating group insurance contracts. The International
decrease was due to the U.K. and Canadian divestitures. These decreases were
partially offset by a $107 million, or 8%, increase in Individual Business,
primarily due to dividend increases from growth in cash values in policies
associated with our large block of traditional life insurance business, offset
by reductions in policyholder dividend scales.
Other expenses increased by 37% to $8,118 million in 1998 from $5,934
million in 1997. This increase reflected total gross other expenses of $8,358
million, an increase of 39%, from $6,004 million in 1997, before the offset for
accelerated amortization of deferred policy acquisition costs directly
attributable to net realized investment gains of $240 million and $70 million in
1998 and 1997, respectively. This increase was primarily attributable to a
charge of $1,895 million in 1998 for sales practices claims and claims for
personal injuries caused by
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exposure to asbestos, or asbestos-containing products, compared with $300
million in 1997. These amounts have been charged to the Corporate segment. The
1998 charge of $1,895 million was comprised of $925 million and $970 million for
sales practices claims and asbestos-related claims, respectively. We recorded
the accrual for sales practices claims based on preliminary settlement
discussions and the settlement history of other insurers.
Prior to the fourth quarter of 1998, we established a liability for
asbestos-related claims based on settlement costs for claims that we had
settled, estimates of settlement costs for claims pending against us and an
estimate of settlement costs for unasserted claims. The amount for unasserted
claims was based on management's estimate of unasserted claims that would be
probable of assertion. A liability is not established for claims which we
believe are only reasonably possible of assertion. Based on this process, our
accrual for asbestos-related claims at December 31, 1997 was $386 million. Our
potential liabilities for asbestos-related claims are not easily quantified, due
to the nature of the allegations against us, which are not related to the
business of manufacturing, producing, distributing or selling asbestos or
asbestos-containing products, adding to the uncertainty in the number of claims
brought against us.
During 1998, we decided to pursue the purchase of insurance to limit our
exposure to asbestos-related claims. In connection with our negotiations with
the casualty insurers to obtain this insurance, we obtained information that
caused us to reassess our accruals for asbestos-related claims. This information
included:
- Information from the insurers regarding the asbestos-related claims
experience of other insureds, which indicated that the number of claims
that were probable of assertion against us in the future was
significantly greater than we had assumed in our accruals. The number of
claims brought against us is generally a reflection of the number of
asbestos-related claims brought against asbestos defendants generally and
the percentage of those claims in which we are included as a defendant.
The information provided to us relating to other insureds indicated that
we had been included as defendants for a significant percentage of total
asbestos-related claims and that we may be included in a larger
percentage of claims in the future, because of greater awareness of
asbestos litigation generally by potential plaintiffs and plaintiffs'
lawyers and because of the bankruptcy and reorganization or the
exhaustion of insurance coverage of other asbestos defendants; and that,
although volatile, there was an upward trend in the number of total
claims brought against asbestos defendants.
- Information derived from actuarial calculations we made in the fourth
quarter of 1998 in connection with these negotiations, which helped us to
frame, define and quantify this liability. These calculations were made
using, among other things, current information regarding our claims and
settlement experience (which reflected our decision to resolve an
increased number of these claims by settlement), recent and historic
claims and settlement experience of selected other companies and
information obtained from the insurers.
Based on this information, we concluded that certain claims that previously
were considered as only reasonably possible of assertion were now probable of
assertion, increasing the number of assumed claims to approximately three times
the number assumed in prior periods. As a result of this reassessment, we
increased our liability for asbestos-related claims to $1,278 million at
December 31, 1998.
During 1998, we paid $1,407 million of premiums for excess of loss
reinsurance and insurance policies and agreements, consisting of $529 million
for the excess of loss reinsurance agreements for sales practices claims and
excess mortality losses and $878 million for the excess insurance policies for
asbestos-related claims. The excess insurance policies for asbestos-related
claims provide for recovery of losses of up to $1,500 million, while the excess
of loss reinsurance policies provide for recovery of sales practices losses of
up to $550 million
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<PAGE> 65
and for certain mortality losses with a maximum aggregate limit of $650 million.
We may recover amounts under the policies annually, with respect to claims paid
during the prior calendar year. The policies contain self-insured retentions
and, with respect to asbestos-related claims, annual and per-claim sublimits,
for which we believe adequate provision has been made in our consolidated
financial statements. For additional information regarding the nature of these
claims, see "Business -- Legal Proceedings" and Note 9 of Notes to Consolidated
Financial Statements. In addition, the increase in other expenses in 1998
included $266 million resulting from a change in accounting for our securities
lending program. This increase related to our securities lending program, which
is reflected in the results of operations for each business segment, is
commensurate with a related increase in investment income. Expenses in
Institutional Business increased by $435 million, or 37%, due to higher
administrative expenses, the majority of which are reimbursed and are reflected
in other revenues, related to growth in our administrative service contracts
business as well as a full year's expenses attributable to our December 1997
acquisition of the defined contribution and participant services business from
Bankers Trust Corporation. Individual Business expenses increased by $209
million, or 9%, from 1997, primarily as a result of the acquisition of Nathan &
Lewis and the inclusion of a full year's activity from the October 1997
acquisition of Security First Group. These increases were partially offset by
lower amortization of deferred acquisition costs of $188 million in 1998
attributable to changes in estimated gross profits on universal life products
due to the reinsurance of mortality risk and higher expected future margins on
our traditional life insurance business.
Capitalization of deferred acquisition costs increased slightly to $1,025
million in 1998 from $1,000 million in 1997 while amortization of such costs
decreased by 2% to $827 million in 1998 from $841 million in 1997. Amortization
of deferred acquisition costs of $587 million and $771 million was allocated to
other expenses in 1998 and 1997, respectively, while the remainder of the
amortization in each year was allocated to realized investment gains and losses.
The decrease in amortization of deferred acquisition costs allocated to other
expenses was primarily attributable to our individual business segment which
decreased to $364 million in 1998 from $546 million in 1997. Approximately $87
million of this decrease was attributable to higher expected future investment
spreads on our traditional business and approximately $54 million of the
decrease was attributable to higher estimated gross margins on universal life
products resulting from the reinsurance of mortality risk at a cost that is
expected to be less than our previously estimated mortality losses.
Income tax expense in 1998 was $740 million, or 35%, of income before
provision for income taxes, discontinued operations and extraordinary item,
compared with $468 million, or 28%, of income before provision for income taxes,
discontinued operations and extraordinary item in 1997. The difference between
the 1998 and 1997 effective tax rates was primarily due to the impact of surplus
tax and, in 1997, taxes on sales of subsidiaries.
Demutualization expenses, net of income taxes, were $4 million in 1998.
These costs related to our ongoing demutualization efforts.
YEAR ENDED DECEMBER 31, 1997 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1996
Premiums decreased slightly to $11,278 million in 1997 from $11,345 million
in 1996. This decrease was primarily attributable to a reduction of $232
million, or 5%, in Individual Business, which was partially offset by an
increase in International of $114 million, or 14%. The Individual Business
decrease was attributable to the full year impact of premiums of $22 million
ceded under a reinsurance treaty involving term products entered into during
December 1996, a reduction of $40 million in 1997 policyholder dividends, which
are often used by our policyholders to purchase additional insurance coverage,
and a decline of $180 million in sales of traditional life insurance policies
reflecting a continued shift in customers' investment preferences from those
policies to variable life products, which we believe resulted from the strong
performance of the
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<PAGE> 66
equity markets and a low interest rate environment. The growth in International
was primarily due to increased sales in Mexico and Taiwan.
Universal life and investment-type product policy fees increased by 14% to
$1,418 million in 1997 from $1,243 million in 1996. This increase was
attributable to increases of $126 million, or 17%, in Individual Business and
$51 million, or 14%, in Institutional Business. Policy fees from Individual
Business insurance products benefited from growth in our universal life block of
business as well as the accelerated recognition of deferred fees on universal
life policies due to improved performance of the underlying investments. Policy
fees on annuities and investment products increased due to growth in separate
account asset values from additional customer deposits and stock market
appreciation. The increase in Institutional Business reflected growth in our
group universal life products.
Net investment income increased by 6% to $9,491 million in 1997 from $8,978
million in 1996, primarily due to higher fixed maturity and mortgage loan
income. Fixed maturity investment income increased by 7% to $6,445 million in
1997 from $6,042 million in 1996. This increase was primarily attributable to
growth in our fixed maturity portfolio and higher investment yields. The growth
in our fixed maturity portfolio was primarily due to the reinvestment of
proceeds from the disposition of selected real estate holdings and the
reinvestment of proceeds from our October 1997 sale of our U.K. insurance
operations. The higher investment yields reflected a shift in the composition of
our fixed maturity portfolio from treasury securities to other fixed maturities
with a higher current yield. In addition, the 1997 increase in net investment
income reflected $175 million of income from a change in the accounting
treatment for equity-linked fixed maturity securities in accordance with
Emerging Issues Task Force Consensus No. 96-12, Recognition of Interest Income
and Balance Sheet Classification of Structured Notes. Mortgage loan investment
income increased by 11% to $1,684 million in 1997 from $1,523 million in 1996.
This increase reflected the full year impact from strong mortgage loan
origination volumes in 1996, which were $1.5 billion higher than in 1995.
Net realized investment gains increased by 241%, to $787 million in 1997
from $231 million in 1996. This increase reflected total gross realized
investment gains of $1,018 million, an increase of 122% over 1996, before the
offset for the additional amortization of deferred acquisition costs of $70
million, loss recognition for the policy liabilities of $126 million and
additional credits to participating contracts of $35 million related to the
assets sold. The primary causes of this increase were higher investment gains of
$75 million on real estate and real estate joint ventures, a reduction in the
provision for losses of $180 million on mortgage loans on real estate and a gain
on the sale of our U.K. insurance operations of $139 million in 1997. Real
estate realized investment gains benefited from strong market demand throughout
the U.S. in 1997. Similarly, our mortgage loan portfolio was favorably affected
by this market upturn, thereby resulting in reduced levels of additions to our
allowance for impaired loans. Our merger and acquisition activity during 1996
had no net impact on our realized investment gains.
Policyholder benefits and claims decreased slightly to $12,234 million in
1997 compared with $12,286 million in 1996. This decrease reflected total gross
policyholder benefits of $12,395 million, a decrease of 1%, from $12,509 million
in 1996, before the offsets for loss recognition of $126 million and $203
million and additions to participating contractholder accounts of $35 million
and $20 million directly related to net realized investment gains in 1997 and
1996, respectively. This decrease was attributable to a decline of $72 million,
or 1%, in Institutional Business and $57 million, or 6%, in Auto & Home. The
decrease in Institutional Business was principally due to a change in
liabilities resulting from transfers of general account participating products
to separate account alternatives. The Auto & Home decrease was primarily due to
a reduction in catastrophes, which resulted from a moderation of the severe
weather that was experienced in 1996.
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<PAGE> 67
Interest credited to policyholder account balances was essentially
unchanged at $2,884 million in 1997 compared with $2,868 million in 1996.
Individual Business increased by $74 million, or 5%, primarily due to an
increase in average crediting rates for annuities and investment products. This
increase was mostly offset by reductions of $39 million, or 3%, in Institutional
Business and $19 million, or 12%, in International. The decrease in
Institutional Business was primarily attributable to a shift in customers'
investment preferences from guaranteed interest products to separate account
alternatives. The International decrease was primarily due to a tax law change
in South Korea, which caused a market shift from investment and annuity products
to insurance products.
Policyholder dividends were essentially unchanged at $1,742 million in 1997
compared with $1,728 million in 1996 as minor differences within the business
segments offset one another.
Other expenses increased by 25% to $5,934 million in 1997 from $4,755
million in 1996. This increase reflected total gross other expenses of $6,004
million, an increase of 26%, from $4,759 million in 1996, before the offset for
accelerated amortization of deferred policy acquisition costs directly
attributable to net realized investment gains of $70 million and $4 million in
1997 and 1996, respectively. Institutional Business expenses increased by $387
million, or 49%, primarily due to higher administrative expenses and
sales-related costs and the inclusion of a full year's results related to the
acquisition of Benefit Services Corporation in September 1996. Individual
Business expenses increased by $365 million, or 18%, due to costs associated
with the acquisition of Security First Group in October 1997, the creation of
two national training centers, increased marketing initiatives and higher
information technology costs. The increase in Individual Business was also
affected by increases in charges related to amortization of deferred acquisition
costs in 1997 attributable to higher gross margins from improved investment
performance. Asset Management expenses increased by $159 million, or 34%,
primarily due to higher compensation and benefit levels in 1997. International
expenses increased by $79 million, or 19%, primarily due to higher costs
incurred in connection with the formation of two subsidiaries in Mexico as well
as a change in assumptions for amortization of deferred acquisition costs in
Canada. Auto & Home expenses increased by $30 million, or 6%, primarily due to
higher claims and customer service costs. Additions to non-insurance liabilities
during the period also led to the increase in other expenses.
Capitalization of deferred acquisition costs decreased slightly to $1,000
million in 1997 from $1,028 million in 1996 while amortization of such costs
increased by 32% to $841 million in 1997 from $637 million in 1996. Amortization
of deferred acquisition costs of $771 million and $633 million was allocated to
other expenses in 1997 and 1996, respectively, while the remainder of the
amortization in each year was allocated to realized investment gains and losses.
The increase in amortization of deferred acquisition costs allocated to other
expenses was primarily attributable to our Individual Business segment, which
increased to $546 million in 1997 from $445 million in 1996. This increase
resulted from higher earned rates on the assets underlying our insurance
products in 1997, partially offset by an increase of $29 million in estimated
future gross margins, which resulted from dividend scale changes.
Income tax expense in 1997 was $468 million, or 28% of income before
provision for income taxes, discontinued operations and extraordinary item,
compared with $482 million, or 34% of income before provision for income taxes,
discontinued operations and extraordinary item in 1996. The 1997 and 1996
effective tax rates differ from the Federal statutory rate of 35% primarily due
to the impact of surplus tax and, in 1996, an adjustment of $46 million due to
the settlement of an issue related to the tax deductibility of interest for
group life disability reserves for the years 1958-1981.
The 1996 loss from discontinued operations resulted from the finalization
of the transfer of group medical contracts in connection with the disposition of
our group medical insurance business during 1995.
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<PAGE> 68
INDIVIDUAL BUSINESS
The following table presents summary consolidated financial information for
Individual Business for the periods indicated:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
--------------- ---------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
REVENUES
Premiums............................ $3,091 $3,148 $ 4,323 $ 4,327 $ 4,559
Universal life and investment-type
product policy fees............... 614 708 817 855 729
Net investment income............... 3,911 4,065 5,480 4,754 4,604
Other revenues...................... 410 328 522 338 74
Net realized investment gains....... 11 254 659 356 282
------ ------ ------- ------- -------
8,037 8,503 11,801 10,630 10,248
------ ------ ------- ------- -------
EXPENSES
Policyholder benefits and claims.... 3,291 3,405 4,616 4,597 4,690
Interest credited to policyholder
account balances.................. 1,007 1,070 1,443 1,428 1,354
Policyholder dividends.............. 1,103 1,038 1,447 1,340 1,333
Other expenses...................... 1,940 2,018 2,593 2,384 2,019
------ ------ ------- ------- -------
7,341 7,531 10,099 9,749 9,396
------ ------ ------- ------- -------
Income before provision for income
taxes............................. 696 972 1,702 881 852
Provision for income taxes.......... 243 353 633 278 341
------ ------ ------- ------- -------
Net income.......................... $ 453 $ 619 $ 1,069 $ 603 $ 511
====== ====== ======= ======= =======
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH THE NINE MONTHS ENDED
SEPTEMBER 30, 1998 -- INDIVIDUAL BUSINESS
Premiums decreased by $57 million to $3,091 million for the nine months
ended September 30, 1999 from $3,148 million for the 1998 comparable period.
Premiums from insurance products decreased by $41 million, or 1%, to $3,038
million in 1999 from $3,079 million in 1998. This decrease was primarily due to
a decline in sales of traditional life insurance policies, which reflected a
continued shift in customers' preferences from those policies to variable life
products. Premiums from annuity and investment products decreased by $16
million, or 23%, to $53 million in 1999 from $69 million in 1998, primarily due
to decreased sales of supplementary contracts with life contingencies.
Universal life and investment-type product policy fees decreased by 13% for
the nine months ended September 30, 1999 to $614 million from $708 million for
the comparable 1998 period. Policy fees from insurance products decreased by
$139 million, or 27%, to $385 million in 1999 from $524 million in 1998,
primarily due to reinsurance treaties entered into during 1998 related to $86
billion of universal life insurance in-force, which constituted the majority of
our universal life business written subsequent to January 1, 1983. Excluding the
impact of these reinsurance treaties, policy fees from insurance products
increased by $44 million, or 8%, primarily due to an increase in insurance
coverage provided in 1999 compared with 1998 and additional separate account
contract fees arising from increased sales of variable life products. Policy
fees from annuity and investment products increased by $45 million, or 24%, to
$229 million in 1999 from
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<PAGE> 69
$184 million in 1998, primarily due to the continued growth in deposits for
investment products and stock market appreciation.
Other revenues increased by 25%, to $410 million for the nine months ended
September 30, 1999 from $328 million for the comparable 1998 period. Other
revenues for insurance products increased by $82 million, or 27%, to $382
million in 1999 from $300 million in 1998. This increase was primarily
attributable to the Nathan and Lewis acquisition. Other revenues for annuity and
investment products were unchanged at $28 million in both 1999 and 1998.
Policyholder benefits and claims decreased by 3% to $3,291 million for the
nine months ended September 30, 1999 from $3,405 million for the comparable 1998
period. Policyholder benefits and claims for insurance products decreased by
$105 million, or 3%, to $3,159 million in 1999 from $3,264 million in 1998. This
decrease was primarily due to an increase in claims ceded of $208 million under
the universal life reinsurance treaties discussed above, partially offset by
growth in the existing block of policyholder liabilities. Policyholder benefits
and claims for annuity and investment products decreased by $9 million, or 6%,
to $132 million in 1999 from $141 million in 1998, commensurate with the
decreased premiums noted above.
Interest credited to policyholder account balances decreased by 6% to
$1,007 million for the nine months ended September 30, 1999 from $1,070 million
for the comparable 1998 period. Interest on insurance products decreased by $16
million, or 5%, to $305 million in 1999 from $321 million in 1998, which was
primarily attributable to reduced rates of interest credited on various deposit
liabilities. Interest on annuity and investment products decreased by $47
million, or 6%, to $702 million in 1999 from $749 million in 1998. This decrease
was due to a 1998 reinsurance transaction and a shift in investor preferences to
separate account alternatives.
Policyholder dividends increased by 6% to $1,103 million for the nine
months ended September 30, 1999 from $1,038 million for the 1998 comparable
period, primarily due to dividend increases from growth in cash values in
policies associated with our large block of traditional individual life
insurance business and a dividend scale increase in 1999.
Other expenses decreased by 4% to $1,940 million for the nine months ended
September 30, 1999 from $2,018 million for the comparable 1998 period. Excluding
the net capitalization of deferred acquisition costs of $167 million, other
expenses decreased by 2% to $2,107 million in 1999 from $2,149 million in 1998.
Other expenses related to insurance products decreased by $88 million, or 5%, to
$1,653 million in 1999 from $1,741 million in 1998. Other expenses related to
annuity and investment products increased by $46 million, or 11%, to $454
million in 1999 from $408 million in 1998. These fluctuations were primarily due
to a reallocation of expenses between the insurance and annuity products as a
result of an expense study performed in 1999. The overall reduction in
Individual Business was primarily due to cost reduction initiatives implemented
during 1998.
Deferred acquisition costs are principally amortized in proportion to gross
margins or gross profits, including realized investment gains or losses. The
amortization is allocated to realized investment gains and losses to provide
consolidated statement of income information regarding the impact of investment
gains and losses on the amount of the amortization, and other expenses to
provide amounts related to the gross margins or profits originating from
transactions other than investment gains and losses.
Capitalization of deferred acquisition costs increased slightly to $565
million for the nine months ended September 30, 1999 from $564 million for the
comparable 1998 period, while total amortization of such costs decreased by 15%
to $372 million for the nine months ended September 30, 1999 from $438 million
for the comparable 1998 period. Amortization of deferred acquisition costs of
$398 million and $432 million was allocated to other expenses in 1999 and 1998,
respectively, while the remainder of the amortization in each nine month period
was allocated to realized investment gains and losses. Amortization of deferred
acquisition costs
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<PAGE> 70
allocated to other expenses related to insurance products decreased to $285
million in 1999 from $338 million in 1998 attributable to the reinsurance
transaction discussed above and refinements in our calculation of estimated
gross margins. Amortization of deferred acquisition costs allocated to other
expenses related to annuity products increased in 1999 to $113 million from $94
million in 1998, reflecting refinements in our calculation of estimated gross
margins.
YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997 --
INDIVIDUAL BUSINESS
Premiums decreased slightly to $4,323 million in 1998 compared with $4,327
million in 1997. Premiums from insurance products decreased 1% to $4,204 million
in 1998 compared with $4,261 million in 1997. Higher premiums from insurance
riders, which permit the purchase of additional coverage, on our block of
traditional individual life insurance business was offset by declines in sales
of traditional life insurance policies of $20 million, reflecting a continued
shift in customers' preferences from those policies to variable life products.
Premiums from annuities and investment products increased by $53 million, or
80%, to $119 million in 1998 from $66 million in 1997, primarily due to an
increase in the number of conversions from annuities to payout annuities with
life contingencies related to our traditional business.
Universal life and investment-type product policy fees decreased by 4% in
1998 to $817 million from $855 million in 1997. Policy fees from insurance
products decreased by $116 million, or 17%, to $549 million in 1998 from $665
million in 1997, primarily due to reinsurance treaties entered into during 1998
relating to $86 billion of universal life insurance in-force, constituting most
of our universal life business written subsequent to January 1, 1983. Excluding
the impact of the reinsurance treaties, policies fees from insurance products
increased by $37 million, or 6%, primarily due to an increase in insurance
coverages provided in 1998 compared with 1997. Policy fees from annuities and
investment products increased by $78 million, or 41%, to $268 million in 1998
from $190 million in 1997, due primarily to the growth in deposits for
tax-advantaged investment products as well as stock market appreciation.
Other revenues increased by 54% to $522 million in 1998 from $338 million
in 1997. Other revenues for insurance products increased by $57 million, or 19%,
to $358 million in 1998 from $301 million in 1997. This increase was primarily
due to an increase in the expense allowance under a reinsurance treaty involving
term products resulting from an increase in policies in force covered by those
treaties. Other revenues for annuities and investment products increased by $127
million, or 343%, to $164 million in 1998 from $37 million in 1997, primarily
due to the acquisition of Nathan & Lewis.
Policyholder benefits and claims increased slightly to $4,616 million in
1998 compared with $4,597 million in 1997. Policyholder benefits and claims for
insurance products decreased by $88 million, or 2%, to $4,343 million in 1998
from $4,431 million in 1997. This decrease was primarily due to an increase in
claims ceded of $125 million under the universal life reinsurance treaties
discussed above. Policyholder benefits and claims for annuity and investment
products increased by $107 million, or 64%, to $273 million in 1998 from $166
million in 1997. This increase was primarily attributable to an increase in the
number of conversions from annuities to payout annuities with life contingencies
related to our traditional business.
Interest credited to policyholder account balances increased slightly to
$1,443 million in 1998 compared with $1,428 million in 1997. Interest on
insurance products increased by $18 million, or 5%, to $365 million in 1998 from
$347 million in 1997, primarily due to an increase in policyholder account
balances. Interest on annuities and investment products decreased slightly to
$1,078 million in 1998 compared with $1,081 million in 1997, primarily due to a
reduction in crediting rates attributable to the declining general interest rate
environment. This decrease was offset by the inclusion of a full year's activity
of $94 million related to Security First Group, which was acquired in October
1997.
69
<PAGE> 71
Policyholder dividends increased by 8% to $1,447 million in 1998 from
$1,340 million in 1997, primarily due to dividend increases from growth in cash
values in policies associated with our large block of traditional individual
life insurance business, offset by reductions in dividend scales.
Other expenses increased by 9% to $2,593 million in 1998 from $2,384
million in 1997. Excluding the net capitalization of deferred acquisition costs,
other expenses increased by 14% to $2,985 million in 1998 from $2,614 million in
1997. Other expenses related to insurance products increased by $69 million, or
3%, to $2,273 million in 1998 from $2,204 million in 1997, primarily due to
higher non-field and sales office expenses. Other expenses related to annuity
and investment products, increased by $302 million, or 74%, to $712 million in
1998 from $410 million in 1997, $121 million of which was due to the acquisition
of Nathan & Lewis, $94 million of which was due to the inclusion of a full
year's activity from Security First Group, and $88 million of which was due to
higher general and administrative expenses commensurate with the growth in our
businesses.
Capitalization of deferred acquisition costs decreased slightly to $756
million in 1998 from $776 million in 1997 and amortization of such costs also
decreased slightly to $604 million in 1998 from $606 million in 1997.
Amortization of deferred acquisition costs of $364 million and $546 million was
allocated to other expenses in 1998 and 1997, respectively, while the remainder
of the amortization in each year was allocated to realized investment gains and
losses. Amortization of deferred acquisition costs allocated to other expenses
related to insurance products decreased to $267 million in 1998 from $460
million in 1997. Approximately $87 million of this decrease was attributable to
higher expected future investment spreads on our traditional business and
approximately $54 million of this decrease was attributable to higher estimated
gross margins on universal life products resulting from the reinsurance of
mortality risk at a cost that is expected to be less than our previously
estimated mortality losses. Amortization of deferred acquisition costs allocated
to other expenses related to annuity products increased slightly in 1998 to $97
million from $86 million in 1997, reflecting growth in the business.
YEAR ENDED DECEMBER 31, 1997 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1996 --
INDIVIDUAL BUSINESS
Premiums decreased by 5% to $4,327 million in 1997 from $4,559 million in
1996. Premiums from insurance products decreased by $224 million, or 5%, to
$4,261 million in 1997 from $4,485 million in 1996. This decrease was primarily
attributable to three factors: the 1997 results reflect the full year impact of
premiums ceded under a reinsurance treaty involving term products entered into
during December 1996 of $22 million; a reduction of 1997 dividends of $40
million, which are often used by our policyholders to purchase additional
insurance coverage; and a decline in sales of traditional life insurance
policies of $180 million reflecting a continued shift in customers' investment
preferences from those policies to variable life products, which we believe
resulted from the strong performance of the equity markets and a low interest
rate environment.
Universal life and investment-type product policy fees increased by 17% to
$855 million in 1997 from $729 million in 1996. Policy fees from insurance
products increased by $92 million, or 16%, to $665 million in 1997 from $573
million in 1996, commensurate with a 6% growth in our universal life block of
business, as well as accelerated recognition of deferred fees of $40 million on
universal life policies caused by increased product margins, which resulted from
improved performance of the underlying investments. Policy fees from annuities
and investment products increased by $34 million, or 22%, to $190 million in
1997 from $156 million in 1996, due to growth in separate account asset values,
which was fueled by additional customer deposits and stock market appreciation.
Other revenues increased by $264 million, or 357%, to $338 million in 1997
from $74 million in 1996. Other revenues from insurance products increased by
$238 million, or 378%, to $301
70
<PAGE> 72
million in 1997 from $63 million in 1996, primarily due to higher expense
allowances related to reinsurance treaties entered into in 1997. Other revenues
from annuities and investment products increased by $26 million, or 236%, to $37
million in 1997 from $11 million in 1996, due to higher interest income on notes
receivable related to a block of business acquired in late 1996.
Policyholder benefits and claims decreased by 2% to $4,597 million in 1997
from $4,690 million in 1996. Insurance products were essentially unchanged at
$4,431 million in 1997 compared with $4,483 million in 1996.
Interest credited to policyholder account balances increased by 5% in 1997
to $1,428 million from $1,354 million in 1996. Interest on insurance products
increased by $19 million, or 6%, to $347 million in 1997 from $328 million in
1996, commensurate with the growth in policyholder account balances. Interest on
annuities and investment products increased by $55 million, or 5%, to $1,081
million in 1997 from $1,026 million in 1996, primarily due to an increase in
average rates credited to policyholders.
Policyholder dividends were essentially unchanged at $1,340 million in 1997
compared with $1,333 million in 1996, primarily due to reductions in the 1997
policyholder dividend scales, which offset the growth of dividends associated
with our traditional block of business of $29 million.
Other expenses increased by 18% to $2,384 million in 1997 from $2,019
million in 1996. Other expenses, excluding net capitalization of deferred
acquisition costs, increased by $285 million, or 12%, to $2,614 million in 1997
from $2,329 million in 1996. Other expenses related to insurance products
increased by $245 million, or 13%, to $2,204 million in 1997 from $1,959 million
in 1996, primarily due to the creation of two national training centers,
increased marketing initiatives and higher information technology costs. Other
expenses related to annuity and investment products increased by $40 million, or
11%, to $410 million in 1997 from $370 million in 1996, primarily due to the
inclusion of $13 million expenses from Security First Group after its
acquisition and higher expenses associated with our growing block of business.
Capitalization of deferred acquisition costs increased slightly to $776
million in 1997 from $749 million in 1996 while amortization of such costs
increased by 38% to $606 million in 1997 from $439 million in 1996. Amortization
of deferred acquisition costs of $546 million and $445 million was allocated to
other expenses in 1997 and 1996, respectively, while the remainder of the
amortization in each year was allocated to realized investment gains and losses.
Amortization of deferred acquisition costs allocated to other expenses related
to insurance products increased to $460 million in 1997 from $370 million in
1996. This increase resulted from higher earned rates on the underlying assets
in 1997, partially offset by an increase of $29 million in estimated future
gross margins, which resulted from dividend scale changes. Amortization of
deferred acquisition costs allocated to other expenses related to annuity
products increased slightly in 1997 to $86 million from $75 million in 1996,
reflecting growth in the business.
71
<PAGE> 73
INSTITUTIONAL BUSINESS
The following table presents summary consolidated financial information for
Institutional Business for the periods as indicated:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
--------------- -------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
REVENUES
Premiums.................................. $4,174 $3,801 $ 5,159 $4,689 $4,676
Universal life and investment-type product
policy fees............................. 371 349 475 426 375
Net investment income..................... 2,837 2,865 3,885 3,754 3,446
Other revenues............................ 456 445 575 357 258
Net realized investment gains (losses).... (52) 234 557 45 28
------ ------ ------- ------ ------
7,786 7,694 10,651 9,271 8,783
------ ------ ------- ------ ------
EXPENSES
Policyholder benefits and claims.......... 5,110 4,735 6,416 5,934 6,006
Interest credited to policyholder account
balances................................ 773 914 1,199 1,319 1,358
Policyholder dividends.................... 118 121 142 305 284
Other expenses............................ 1,119 1,166 1,613 1,178 791
------ ------ ------- ------ ------
7,120 6,936 9,370 8,736 8,439
------ ------ ------- ------ ------
Income before provision for income taxes
and discontinued operations............. 666 758 1,281 535 344
Provision for income taxes................ 249 266 435 196 127
------ ------ ------- ------ ------
Income before discontinued operations..... 417 492 846 339 217
Loss from discontinued operations......... -- -- -- -- 71
------ ------ ------- ------ ------
Net income................................ $ 417 $ 492 $ 846 $ 339 $ 146
====== ====== ======= ====== ======
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH THE NINE MONTHS ENDED
SEPTEMBER 30, 1998 -- INSTITUTIONAL BUSINESS
Premiums increased by 10% to $4,174 million for the nine months ended
September 30, 1999 from $3,801 million for the comparable 1998 period. Group
insurance premiums increased by $404 million, or 12%, to $3,835 million in 1999
from $3,431 million in 1998. This increase was primarily due to strong sales and
improved policyholder retention in our dental and disability businesses.
Retirement and savings premiums decreased by $31 million, or 8%, to $339 million
in 1999 from $370 million in 1998 primarily due to premiums received from one
large existing customer in 1998.
Universal life and investment-type product policy fees increased by $22
million, or 6%, to $371 million for the nine months ended September 30, 1999
from $349 million for the comparable 1998 period. This increase reflected the
continued growth in the sale of products used in executive and corporate-owned
benefit plans due to the continued favorable tax status associated with these
products.
Other revenues increased by 2% to $456 million for the nine months ended
September 30, 1999 from $445 million for the comparable 1998 period. Group life
decreased by $52 million, or 98%, to $1 million in 1999 from $53 million in
1998. This decrease was primarily due to lower income in 1999 related to funds
used to seed separate accounts. Non-medical health increased by $34 million, or
19%, to $209 million in 1999 from $175 million in 1998. This increase was
primarily due to growth in our dental administrative service business.
Retirement and savings
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<PAGE> 74
increased by $29 million, or 13%, to $246 million in 1999 from $217 million in
1998. This increase reflected higher administrative fees derived from separate
accounts and our defined contribution record-keeping services. In addition, the
1999 results reflected interest on funds held on deposit related to a
reinsurance transaction entered into during December 1998.
Policyholder benefits and claims increased by 8% to $5,110 million for the
nine months ended September 30, 1999 from $4,735 million for the comparable 1998
period. Group insurance increased by $323 million, or 10%, to $3,692 million in
1999 from $3,369 million in 1998. This increase was primarily due to overall
growth and is comparable to the growth in premiums discussed above. Retirement
and savings increased by $52 million, or 4%, to $1,418 million in 1999 from
$1,366 million in 1998. This increase was primarily due to an increase in
liabilities associated with the continued accumulation of interest related to
our large block of non-participating annuity business.
Interest credited to policyholder account balances decreased by 15% to $773
million for the nine months ended September 30, 1999 from $914 million for the
comparable 1998 period. Group insurance decreased by $47 million, or 14%, to
$299 million in 1999 from $346 million in 1998. This decrease was primarily due
to cancellations in our leveraged corporate-owned life insurance business
attributable to a change in the tax treatment for these products. Retirement and
savings decreased by $94 million, or 17%, to $474 million in 1999 from $568
million in 1998 due to a shift in customers' investment preferences from
guaranteed interest products to separate account alternatives and the
continuation of the low interest rate environment.
Policyholder dividends decreased by 2% to $118 million for the nine months
ended September 30, 1999 from $121 million for the comparable 1998 period.
Non-medical health and retirement and savings premiums decreased by $6 million,
or 32%, to $13 million in 1999 from $19 million in 1998. These decreases were
partially offset by an increase in group life policyholder dividends of $3
million, or 3%, to $105 million in 1999 from $102 million in 1998. Policyholder
dividends vary from period to period based on participating group insurance
contract experience.
Other expenses decreased by 4% to $1,119 million for the nine months ended
September 30, 1999 from $1,166 million for the comparable 1998 period. Other
expenses related to group insurance decreased by $53 million, or 7%, to $743
million in 1999 from $796 million in 1998. Other expenses related to group life
decreased by $25 million, or 9%, to $268 million in 1999 from $293 million in
1998. Other expenses related to non-medical health decreased by $28 million, or
6%, to $475 million in 1999 from $503 million in 1998. These decreases were
primarily attributable to reductions in non-sales positions and operational
efficiencies. Other expenses related to retirement and savings products
increased by $6 million, or 2%, to $376 million in 1999 from $370 million in
1998. Higher interest expense of $30 million on commercial paper that was issued
in connection with amounts placed on deposit related to a reinsurance
transaction entered into in 1998 and $16 million of higher volume-related
expenses, including premium taxes, separate account investment management
expenses and commissions, were partially offset by $40 million of lower costs
resulting from reductions in non-sales positions and other administrative
expenses.
YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997 --
INSTITUTIONAL BUSINESS
Premiums increased by 10% in 1998 to $5,159 million from $4,689 million in
1997. Group insurance premiums increased by $385 million, or 9%, in 1998 to
$4,617 million from $4,232 million in 1997. Group life premiums increased by
$153 million, or 5%, to $3,274 million in 1998 from $3,121 million in 1997.
Group non-medical health premiums increased by $232 million, or 21%, to $1,343
million in 1998 from $1,111 million in 1997, due primarily to market share
growth in our dental and long-term care businesses resulting from our expanding
network of dentists and our appointment as of January 1, 1998 by the American
Association of Retired Persons
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<PAGE> 75
("AARP") to offer long-term care products to its members and the effect of a
full year's results related to a disability block of business acquired in late
1997. Retirement and savings premiums increased by $85 million, or 19%, to $542
million in 1998 from $457 million in 1997, due primarily to premiums received
from one large existing customer.
Universal life and investment-type product policy fees increased by 12% in
1998 to $475 million from $426 million in 1997. This increase reflected the
growth in the sale of products used in executive and corporate-owned benefit
plans during 1998.
Other revenues increased by 61% in 1998 to $575 million from $357 million
in 1997. Other revenues from group insurance increased by $75 million, or 35%,
to $292 million in 1998 from $217 million in 1997. This increase was primarily
attributable to increased administrative fee income from significant growth in
insurance contracts having separate account features, the largest being the
in-force AARP block of long-term care business. Other revenues from retirement
and savings products increased by $143 million, or 102%, to $283 million in 1998
from $140 million in 1997. This gain reflected increased administrative fees
derived from separate accounts of $21 million and $56 million related to our
defined contribution record-keeping services. The December 1997 acquisition of
the defined contribution record-keeping and participant services business from
Bankers Trust Corporation accounted for the majority of the growth in our
administrative service fee income during 1998. In addition, the 1998 results
reflected an increase of $32 million related to the full-year interest on funds
held on deposit related to a reinsurance transaction entered into during
December 1997.
Policyholder benefits and claims increased by 8% to $6,416 million in 1998
from $5,934 million in 1997. Group insurance increased by $469 million, or 12%,
to $4,495 million in 1998 from $4,026 million in 1997. This increase reflected
an overall growth in the business and less favorable experience on participating
group insurance contracts, and an increase of $20 million related to a full
year's results from a disability block of business acquired in late 1997, which
is partially offset by reduced dividends of $161 million. Retirement and savings
increased slightly to $1,921 million in 1998 compared with $1,908 million in
1997 primarily due to the ongoing accumulation of interest related to our large
block of non-participating annuity business.
Interest credited to policyholder account balances decreased by 9% to
$1,199 million in 1998 from $1,319 million in 1997. Interest on group insurance
products increased by $66 million, or 17%, to $461 million in 1998 from $395
million in 1997, primarily due to growth in deposits for tax-advantaged
investment products. Interest on retirement and savings products decreased by
$186 million, or 20%, to $738 million in 1998 from $924 million in 1997 due to a
shift in customers' investment preferences from guaranteed interest products to
separate account alternatives.
Policyholder dividends decreased by 53% to $142 million in 1998 from $305
million in 1997. These dividends vary from period to period based on the claims
experience of participating group insurance contracts.
Other expenses increased by 37% to $1,613 million in 1998 from $1,178
million in 1997. Other expenses related to group insurance increased by $204
million, or 23%, to $1,087 million in 1998 from $883 million in 1997. The
primary causes of this increase were higher premium taxes and sales commissions
related to premium growth; costs incurred in connection with various strategic
initiatives, which were intended to expand our penetration of the small and
medium case institutional markets; and costs incurred in connection with
initiatives that focused on improving our service delivery capabilities through
investments in technology. Group insurance also experienced an increase in
administrative expenses, the majority of which are reimbursed, as a result of
the AARP business. Other expenses related to retirement and savings products
increased by $231 million, or 78%, to $526 million in 1998 from $295 million in
1997. This increase was due to $45 million of ongoing expenses attributable to
the acquisition of the defined contribution record-keeping and participant
services business of Bankers Trust Corporation and a change in the presentation
of expenses relating to our securities lending program in 1998 of
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<PAGE> 76
$65 million. In addition, the increase of cash flows into separate accounts
resulted in higher investment management and other administrative expenses.
YEAR ENDED DECEMBER 31, 1997 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1996 --
INSTITUTIONAL BUSINESS
Premiums were essentially unchanged at $4,689 million in 1997 compared with
$4,676 million in 1996. Group insurance premiums increased by $90 million, or
2%, to $4,232 million in 1997 from $4,142 million in 1996. Virtually all of this
increase was attributable to higher group life premiums. Retirement and savings
premiums decreased by $77 million, or 14%, to $457 million in 1997 from $534
million in 1996, due primarily to premiums received from one large experience-
rated customer in 1996, which offset a corresponding increase in policyholder
benefits and claims.
Universal life and investment-type product policy fees increased by 14% in
1997 to $426 million from $375 million in 1996. This increase was attributable
to increased sales of group universal life products.
Other revenues increased by 38% to $357 million in 1997 from $258 million
in 1996. Other revenues from group insurance increased by $98 million, or 82%,
to $217 million in 1997 from $119 million in 1996. This increase was primarily
attributable to revenues of $89 million from several large case administrative
service contracts entered into during 1997 in the group non-medical health
market. In addition, fees from our separate account portfolio increased by $18
million during the period.
Policyholder benefits and claims decreased slightly to $5,934 million in
1997 compared with $6,006 million in 1996. Group insurance of $4,026 million in
1997 was virtually unchanged compared with $4,052 million in 1996 as favorable
experience on participating group insurance contracts was substantially offset
by an overall growth in business. Retirement and savings decreased by $46
million, or 2%, to $1,908 million from $1,954 million in 1996, primarily due to
a change in liabilities resulting from the transfer in 1997 of general account
participating products into separate accounts.
Interest credited to policyholder account balances decreased by 3% to
$1,319 million in 1997 from $1,358 million in 1996. Interest on group insurance
products increased by $26 million, or 7%, to $395 million in 1997 from $369
million in 1996, due primarily to growth in deposits for tax-advantaged
investment products. Interest on retirement and savings products decreased by
$65 million, or 7%, to $924 million in 1997 from $989 million in 1996. This
decrease resulted from a shift in customers' investment preferences from
guaranteed interest products to separate account alternatives as interest rates
declined during the period.
Policyholder dividends increased by 7% to $305 million in 1997 compared
with $284 million in 1996. This increase was attributable to minor changes in
claims experience on participating insurance contracts.
Other expenses increased by 49% to $1,178 million in 1997 from $791 million
in 1996. Other expenses related to group insurance increased by $242 million, or
38% to $883 million in 1997 from $641 million in 1996. The primary causes of
this increase were higher premium taxes and sales commissions related to premium
growth; costs incurred in connection with strategic initiatives, which expanded
our penetration of the small and medium case institutional markets; and costs
from investments in technology. Group insurance also experienced an increase in
administrative expenses, the majority of which were reimbursed, as a result of
several large case non-medical health administrative service contracts. Other
expenses related to retirement and savings products increased by $145 million,
or 97%, to $295 million in 1997 from $150 million in 1996. This increase was
primarily due to a full year of expenses in 1997 attributable to the acquisition
of the defined contribution record-keeping and participant services business of
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Benefit Services Corporation, which specializes in the small and medium case
institutional markets, in September 1996. In addition, the increase of cash
flows into separate accounts resulted in higher investment management and other
administrative expenses.
The 1996 loss from discontinued operations resulted from the finalization
of the transfer of group medical contracts in connection with the disposition of
our group medical insurance business during 1995.
ASSET MANAGEMENT
The following table presents summary consolidated financial information for
Asset Management for the periods indicated:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
-------------- --------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
REVENUES
Net investment income...................... $ 56 $ 58 $ 75 $ 87 $ 60
Other revenues............................. 601 608 817 682 495
---- ---- ---- ---- ----
657 666 892 769 555
OTHER EXPENSES............................. 545 551 740 629 470
---- ---- ---- ---- ----
Income before provision for income taxes
and minority interest.................... 112 115 152 140 85
Provision for income taxes................. 30 30 44 38 10
Minority interest.......................... 41 45 59 50 28
---- ---- ---- ---- ----
Net income................................. $ 41 $ 40 $ 49 $ 52 $ 47
==== ==== ==== ==== ====
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH THE NINE MONTHS ENDED
SEPTEMBER 30, 1998 -- ASSET MANAGEMENT
Other revenues, which are primarily comprised of management and advisory
fees, were essentially unchanged for the nine months ended September 30, 1999
from the comparable 1998 period. Assets under management decreased $9 billion,
or 5%, to $182 billion at September 30, 1999 from $191 billion at December 31,
1998. This decrease was attributable to depreciation within the domestic value
equity products and customer withdrawals. Management and advisory fees are
typically calculated based on a percentage of assets under management, and are
not necessarily proportionate to average assets managed due to changes in
account mix.
Other expenses decreased by $6 million, or 1%, to $545 million for the nine
months ended September 30, 1999 from $551 million for the comparable 1998
period. This decrease was primarily due to decreases in total compensation and
benefits of $3 million, or 1%. Compensation and benefits of $317 million
consisted of approximately 53% base compensation and 47% variable compensation.
Base compensation increased by $8 million, or 5%, to $169 million in 1999 from
$161 million in 1998, primarily due to annual salary increases and higher
staffing levels. Variable compensation decreased by $11 million, or 7%, to $148
million in 1999 from $159 million in 1998. Variable incentive payments are based
upon profitability, investment portfolio performance, business sales or losses
and growth or decline in revenues. The variable compensation plans reward
personnel for their contribution to growth in the business, but also require
them to share in the impact of any declines. In addition, general and
administrative expenses declined by $7 million, or 6%, to $115 million for the
nine months ended September 30, 1999 from $122 million for the comparable 1998
period, primarily due to reduced discretionary spending, which more than offset
a $4 million increase in mutual fund fees paid to third parties.
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Minority interest, reflecting the third-party ownership interests in Nvest,
decreased by $4 million, or 9%, to $41 million for the nine months ended
September 30, 1999 from $45 million for the comparable 1998 period.
YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997 --
ASSET MANAGEMENT
Other revenues, which are primarily comprised of management and advisory
fees, increased by 20% to $817 million in 1998 from $682 million in 1997.
Management and advisory fees are typically calculated based on a percentage of
assets under management, which increased by $16 billion, or 9%, to $191 billion
in 1998 from $175 billion in 1997. This increase was mainly attributable to net
cash inflows to customers' accounts of $5 billion and overall market
appreciation of $11 billion during 1998. Management and advisory fees earned are
not necessarily proportionate to average assets managed due to changes in
account mix.
Other expenses increased by 18% to $740 million in 1998 from $629 million
in 1997. This increase was primarily due to increases in compensation and
benefits of $71 million, or 19%, and general and administrative expenses of $40
million, or 15%. Compensation and benefits of $438 million consisted of 50% base
compensation and 50% variable compensation. Base compensation increased by $37
million, or 20%, to $221 million in 1998 from $184 million in 1997, primarily
due to annual salary increases and higher staffing. Variable compensation
increased by $34 million, or 19%, to $217 million in 1998 from $183 million in
1997, due to increased incentive payments based on profitability, investment
portfolio performance, new business sales and growth in revenues and profits.
General and administrative expenses increased by $40 million, or 15%, to $302
million in 1998 from $262 million in 1997, due to expanded business activities
and distribution and marketing initiatives.
Minority interest, reflecting the third-party ownership interests in Nvest,
increased by $9 million or 18%, to $59 million in 1998 from $50 million in 1997.
YEAR ENDED DECEMBER 31, 1997 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1996 --
ASSET MANAGEMENT
Other revenues increased by 38% to $682 million in 1997 from $495 million
in 1996, reflecting an increase of assets under management of $30 billion, or
21%, to $175 billion in 1997 from $145 billion in 1996. The increase in assets
under management was mainly attributable to acquisitions by Nvest of investment
management affiliates, representing $3 billion of the increase, net cash inflows
to customers' accounts of $8 billion and overall market appreciation of $19
billion during 1997.
Other expenses increased by 34% to $629 million in 1997 from $470 million
in 1996. This increase was primarily due to increases in compensation and
benefits of $104 million, or 40%, and general and administrative expenses of $55
million, or 27%. Compensation and benefits of $367 million consisted of 50% base
compensation and 50% variable compensation. Base compensation increased by $51
million, or 38%, to $184 million in 1997 from $133 million in 1996 primarily due
to annual salary increases and higher staffing. Variable compensation increased
by $53 million, or 41%, to $183 million in 1997 from $130 million in 1996, due
to increased incentive payments. General and administrative expenses increased
by $55 million or 27%, to $262 million in 1997 from $207 million in 1996 due to
expanded business activities and distribution and marketing initiatives.
Minority interest increased by $22 million, or 79%, to $50 million in 1997
from $28 million in 1996.
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AUTO & HOME
The following table presents summary consolidated financial information for
Auto & Home for the periods indicated:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
--------------- ------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
REVENUES
Premiums............................... $1,102 $1,045 $1,403 $1,354 $1,316
Net investment income.................. 66 61 81 71 71
Other revenues......................... 14 19 36 25 26
Net realized investment gains.......... 1 3 122 9 24
------ ------ ------ ------ ------
1,183 1,128 1,642 1,459 1,437
------ ------ ------ ------ ------
EXPENSES
Policyholder benefits and claims....... 716 662 869 834 891
Other expenses......................... 428 396 546 520 490
------ ------ ------ ------ ------
1,144 1,058 1,415 1,354 1,381
------ ------ ------ ------ ------
Income before provision for income
taxes................................ 39 70 227 105 56
Provision for income taxes............. 4 13 66 31 22
------ ------ ------ ------ ------
Net income............................. $ 35 $ 57 $ 161 $ 74 $ 34
====== ====== ====== ====== ======
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH THE NINE MONTHS ENDED
SEPTEMBER 30, 1998 -- AUTO & HOME
Premiums increased by 5% to $1,102 million for the nine months ended
September 30, 1999 from $1,045 million for the comparable 1998 period. Auto
premiums increased by $38 million, or 4%, to $908 million in 1999 from $870
million in 1998. This increase was due to growth in premiums from both the
standard and non-standard auto insurance book of business. "Non-standard" auto
insurance is insurance for risks bearing higher loss experience or loss
potential than risks covered by standard auto insurance policies. In addition,
the standard auto policyholder retention increased 2% to 88%. Homeowners
premiums increased by $19 million, or 12%, to $183 million in 1999 from $164
million in 1998. This increase was due to higher new business production, an
average premium increase of 1% and increased policyholder retention to 89% in
1999 from 88% in 1998. Premiums from other personal lines were unchanged at $11
million in both 1999 and 1998.
Other revenues decreased by 26% to $14 million for the nine months ended
September 30, 1999 from $19 million for the comparable 1998 period. This
decrease was primarily attributable to a decrease in payments resulting from
experience-related adjustments under a reinsurance agreement related to the
disposition of our reinsurance business in 1990.
Expenses increased by 8% to $1,144 million for the nine months ended
September 30, 1999 from $1,058 million for the comparable 1998 period. This
resulted in an increase in the COMBINED RATIO to 103.8% in 1999 from 101.2% in
1998. This change was primarily due to an increase in overall loss costs in the
auto and homeowner lines, as discussed below. In addition, both lines
experienced modestly elevated acquisition expenses due to increased levels of
new business premiums.
Policyholder benefits and claims increased by 8% to $716 million for the
nine months ended September 30, 1999 from $662 million for the comparable 1998
period. Auto policyholder benefits and claims increased by 9% to $603 million in
1999 from $554 million in 1998, due to a 5% increase in the number of policies
in force and $34 million of unfavorable claims development due to lower than
expected savings resulting from the implementation of a new technology platform.
Correspondingly, the automobile LOSS RATIO increased to 66.3% in 1999 from 63.5%
in
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<PAGE> 80
the comparable 1998 period. Homeowners benefits and claims increased 7% to $107
million in 1999 from $100 million in 1998 due to increased volume of this book
of business. The loss ratio improved by 2.4% to 58.6% in 1999 from 61.0% in
1998. Other personal lines decreased by $2 million to $6 million in 1999 from $8
million in 1998.
Other expenses increased by 8% to $428 million for the nine months ended
September 30, 1999 from $396 million for the comparable 1998 period. This
resulted in a slight increase in the EXPENSE RATIO to 38.8% in 1999 from 37.9%
in 1998. This increase was primarily due to $23 million in additional
administrative expenses and a $16 million increase in new business acquisition
expenses, which were partially offset by a reduction of $7 million due to
reduced staffing levels in 1999.
YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997 --
AUTO & HOME
Premiums increased by 4% in 1998 to $1,403 million from $1,354 million in
1997. Auto premiums increased by $39 million, or 3%, to $1,163 million in 1998
from $1,124 million in 1997. This increase was caused by continued growth in
premiums from our non-standard auto insurance book of business. In addition, our
overall auto policyholder retention increased to 87% from 86%. These increases
were offset in part by a mandated rate decrease for standard auto insurance of
$9 million, or 4%, in 1998 in Massachusetts, which comprised 19% of our total
auto premiums in both 1998 and 1997. Homeowners premiums increased by $8
million, or 4%, to $225 million in 1998 from $217 million in 1997. This increase
was attributable to contractual inflationary adjustments of 2% and an average
rate increase of 3% in 1998, which outpaced a 1% decline in the number of
policies in force. This decline in the number of policies in force, which
occurred in states having greater exposure to severe hurricanes, reflects our
continued efforts to reduce catastrophe losses. Premiums from other personal
lines were stable at $14 million in both 1998 and 1997.
Other revenues increased by 44% to $36 million in 1998 from $25 million in
1997. This increase was primarily attributable to an increase of payments to us
resulting from experience-related adjustments under a reinsurance agreement
related to the disposition of our reinsurance business in 1990.
Expenses increased by 5% to $1,415 million in 1998 from $1,354 million in
1997, primarily due to higher catastrophe-related policyholder benefits and
claims of $35 million, resulting in our combined ratio increasing to 100.8% in
1998 from 99.9% in 1997. The remaining increase in expenses was more than offset
by higher net earned premiums, resulting in our combined ratio, excluding
catastrophes, decreasing to 96.8% in 1998 from 98.6% in 1997.
Policyholder benefits and claims increased by 4% to $869 million in 1998
from $834 million in 1997. Excluding catastrophes, auto policyholder benefits
and claims decreased slightly to $714 million in 1998 compared with $717 million
in 1997. Correspondingly, our auto loss ratio decreased to 61% in 1998 compared
with 64% in 1997. These decreases reflect our ongoing efforts to improve the
claims adjusting process through technological efficiencies and heightened fraud
detection efforts. While the impact of severe weather on auto has historically
been low, our auto catastrophe ratio increased to 1.3% of net earned premiums in
1998 compared with 0.2% in 1997, due primarily to Midwestern hail storms.
Excluding catastrophes, homeowners policyholder benefits and claims decreased to
$88 million in 1998 from $94 million in 1997 and our loss ratio decreased to 39%
in 1998 from 43% in 1997. These decreases reflect changes in our underwriting
practices, physical reinspections of selected in-force policies and the use of
credit report data for selecting new risks and for reunderwriting at the time of
renewal. Reinsurance costs decreased by $5 million, or 23%, to $17 million in
1998 from $22 million in 1997, reflecting the continuing reduction in our
exposure to hurricanes and the current competitive pricing environment within
the reinsurance market. Homeowners' catastrophes increased by $26 million
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<PAGE> 81
to $41 million in 1998 from $15 million in 1997, reflecting Midwestern hail
storms and spring storms in the southeast. The property and casualty industry as
a whole experienced a more typical amount of losses resulting from events
classified as catastrophes in 1998 and a lower than average amount of losses in
1997. Other personal lines increased by $8 million to $11 million in 1998 from
$3 million in 1997, due to an above average number of new claims.
Other expenses increased by 5% to $546 million in 1998 from $520 million in
1997. Other expenses related to auto insurance increased by $23 million, or 5%,
to $448 million in 1998 from $425 million in 1997, primarily due to higher
general and administrative expenses. Our expense ratio was essentially unchanged
at 38% from 1997 as these cost increases were offset by growth in net earned
premiums. Other expenses related to homeowners insurance and other personal
lines of $98 million were essentially unchanged in 1998 compared with 1997 as
more efficient claims management offset the impacts of inflation.
YEAR ENDED DECEMBER 31, 1997 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1996 --
AUTO & HOME
Premiums increased by 3% to $1,354 million from $1,316 million in 1996.
Auto premiums increased by $36 million, or 3%, to $1,124 million from $1,088
million in 1996. The majority of this increase was driven by a 42% growth in
premiums from our non-standard auto insurance book of business. This growth was
attributable to an expanded market for such policies and the appointment of
additional non-standard agencies. In addition, auto policyholder retention
improved to 86% in 1997 from 85% in 1996. These increases were offset by a
mandated rate decrease for standard auto insurance of $13 million, or 6%, in
1997 in Massachusetts, which comprised 19% and 22% of our total auto premiums in
1997 and 1996, respectively. Homeowners premiums increased by $5 million, or 2%,
to $217 million in 1997 from $212 million in 1996. This growth was attributable
to contractual inflationary adjustments of 2% and an average rate increase of 3%
in 1997, which offset a 3% decline in the number of policies in force. Premiums
from other personal lines decreased slightly to $14 million in 1997 compared
with $15 million in 1996. This decrease resulted from a reunderwriting of our
personal excess liability portfolio.
Other revenues were essentially unchanged at $25 million in 1997 compared
with $26 million in 1996.
Expenses decreased by 2% to $1,354 million in 1997 from $1,381 million in
1996. This decrease was primarily due to lower policyholder benefits and claims
of $57 million. Accordingly, our combined ratio, excluding catastrophes,
decreased to 98.6% in 1997 from 99.7% in 1996.
Policyholder benefits and claims decreased by 6% to $834 million in 1997
from $891 million in 1996. Excluding catastrophes, auto policyholder benefits
and claims was essentially unchanged at $717 million in 1997 compared with $712
million in 1996. Our auto loss ratio improved to 64% in 1997 compared with 66%
in 1996. This improvement reflected more effective use of technology in the
claims settlement process, heightened fraud detection efforts and more selective
underwriting. The impact of catastrophes on auto was insignificant for both
years. Excluding catastrophes, homeowners policyholder benefits and claims
decreased by $7 million, or 7%, to $94 million in 1997 from $101 million in
1996, and our homeowners loss ratio decreased to 43% in 1997 from 48% in 1996.
These decreases reflect more stringent underwriting for both new and renewal
business and lower reinsurance costs. Reinsurance costs declined by $5 million,
or 19%, to $22 million in 1997 from $27 million in 1996, due to our reduced
exposure to hurricanes and competitive pricing within this market. Homeowners'
catastrophes decreased by $45 million, or 75%, to $15 million in 1997 from $60
million in 1996, due to a moderation of the severe weather that was experienced
in 1996. Other personal lines decreased by $6 million, or 67%, to $3 million in
1997 from $9 million in 1996.
Other expenses increased by 6% to $520 million in 1997 from $490 million in
1996. Other expenses related to auto insurance increased by $37 million, or 10%,
to $425 million in 1997 from
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$388 million in 1996, primarily due to higher costs associated with claims
technology infrastructure, the reorganization of several field claim offices and
increased customer service staffing. The Auto expense ratio increased to 38% in
1997 from 36% in 1996 as a result of these initiatives. Other expenses related
to homeowners and other personal lines of $95 million were essentially unchanged
in 1997 compared with 1996 as more efficient claims management offset the
impacts of inflation.
INTERNATIONAL
The following table presents summary consolidated financial information for
International for the periods indicated:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
------------- --------------------------
1999 1998 1998 1997 1996
---- ------ ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
REVENUES
Premiums................................. $357 $ 509 $ 618 $ 908 $ 794
Universal life and investment-type
product policy fees.................... 34 53 68 137 139
Net investment income.................... 155 293 343 504 523
Other revenues........................... 5 32 33 54 37
Net realized investment gains............ 3 102 117 142 13
---- ------ ------ ------ ------
554 989 1,179 1,745 1,506
---- ------ ------ ------ ------
EXPENSES
Policyholder benefits and claims......... 317 499 597 869 700
Interest credited to policyholder account
balances............................... 43 74 89 137 156
Policyholder dividends................... 16 56 64 97 111
Other expenses........................... 183 255 352 497 418
---- ------ ------ ------ ------
559 884 1,102 1,600 1,385
---- ------ ------ ------ ------
Income (loss) before provision (benefit)
for income taxes....................... (5) 105 77 145 121
Provision (benefit) for income taxes..... (13) 36 21 19 35
---- ------ ------ ------ ------
Net income............................... $ 8 $ 69 $ 56 $ 126 $ 86
==== ====== ====== ====== ======
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH THE NINE MONTHS ENDED
SEPTEMBER 30, 1998 -- INTERNATIONAL
Premiums decreased by $152 million, or 30%, to $357 million for the nine
months ended September 30, 1999 from $509 million for the comparable 1998
period, primarily due to the disposition of a substantial portion of our
Canadian operations. Excluding the impact of this sale, premiums increased by
$48 million, or 16%, to $357 million in 1999 from $309 million in 1998.
Argentina's premiums increased $9 million primarily due to an expanded business
operation. Korea's and Taiwan's premiums increased $12 million and $14 million,
respectively, due to improved economic environments. Spain's premiums increased
$15 million primarily due to increased sales from our joint venture partnership.
These increases were somewhat offset by a decrease in Mexico of $9 million,
primarily due to the disposition of a business in the second quarter of 1998.
Universal life and investment type-product policy fees decreased by $19
million, or 36%, to $34 million for the nine months ended September 30, 1999
from $53 million for the comparable 1998 period. Excluding the impact of the
Canadian divestiture, universal life and investment type-product policy fees
increased by $3 million, or 10%, to $34 million in 1999 from $31 million in
1998, primarily due to expanded business operations in Argentina.
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Other revenues decreased by $27 million, or 84%, to $5 million for the nine
months ended September 30, 1999 from $32 million for the comparable 1998 period.
Excluding the impact of the Canadian divestiture, other revenues decreased by $7
million to $5 million in 1999 from $12 million in 1998. This decrease was
primarily due to the highly inflationary economic environment in Indonesia.
Policyholder benefits and claims decreased by $182 million, or 36%, to $317
million for the nine months ended September 30, 1999 from $499 million for the
comparable 1998 period. Excluding the impact of the Canadian divestiture,
policyholder benefits and claims increased by $57 million, or 22%, to $317
million in 1999 from $260 million in 1998. This increase was commensurate with
the aforementioned premium increase.
Interest credited to policyholder account balances decreased by $31
million, or 42%, to $43 million for the nine months ended September 30, 1999
from $74 million for the comparable 1998 period. Excluding the impact of the
Canadian divestiture, interest credited to policyholder account balances
increased by $6 million, or 16%, to $43 million in 1999 from $37 million in 1998
in line with increased account balances.
Policyholder dividends decreased by $40 million, or 71%, to $16 million for
the nine months ended September 30, 1999 from $56 million for the comparable
1998 period. Excluding the impact of the Canadian divestiture, policyholder
dividends remained unchanged at $16 million for 1999 and 1998, primarily
attributable to less favorable experience on participating policies in Spain.
Other expenses decreased by $72 million, or 28%, to $183 million for the
nine months ended September 30, 1999 from $255 million for the comparable 1998
period. Excluding the impact of the Canadian divestiture, other expenses
increased by $11 million, or 6%, to $183 million in 1999 from $172 million in
1998. This increase was primarily attributable to expanded business operations
in Argentina, Taiwan, Korea, Spain and Portugal, partially offset by a decrease
in Mexico of $3 million due to the disposition of a business.
YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997 --
INTERNATIONAL
Premiums decreased by 32% to $618 million in 1998 from $908 million in
1997, primarily due to the dispositions of a substantial portion of our U.K.
operations in October 1997 and of our Canadian operations in July 1998.
Excluding the impact of these sales, premiums decreased by $31 million, or 7%,
to $414 million in 1998 from $445 million in 1997, primarily attributable to a
$64 million, or 40%, reduction in premiums in South Korea due to a significant
economic downturn in this country. This decrease was partially offset by a $19
million, or 59%, increase in Spain related to the effect of a full year's
activity under a revised sales agreement entered into with Banco Santander
during September 1997.
Universal life and investment-type product policy fees decreased by 50% to
$68 million in 1998 from $137 million in 1997, primarily due to the U.K. and
Canadian divestitures.
Other revenues decreased by 39% to $33 million in 1998 from $54 million in
1997. Excluding the impact of the U.K. and Canadian divestitures, other revenues
increased to $10 million in 1998 from $7 million in 1997.
Policyholder benefits and claims decreased by 31% to $597 million in 1998
from $869 million in 1997. Excluding the impact of the U.K. and Canadian
divestitures, policyholder benefit and claims decreased by 5% to $357 million in
1998 from $374 million in 1997. This decrease was primarily attributable to the
decline in premiums of $64 million in South Korea and was offset in part by
minor increases in several other countries.
Interest credited to policyholder account balances decreased by 35% to $89
million in 1998 from $137 million in 1997. Excluding the impact of the U.K. and
Canadian divestitures, interest
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credited to policyholder account balances decreased by 9% to $51 million in 1998
from $56 million in 1997. This decrease was attributable to lower variable
crediting rates in South Korea reflecting a reduction in interest rates.
Policyholder dividends decreased by 34% to $64 million in 1998 from $97
million in 1997. Excluding the impact of the U.K. and Canadian divestitures,
policyholder dividends were essentially unchanged at $21 million in 1998
compared with $22 million in 1997.
Other expenses decreased by 29% to $352 million in 1998 from $497 million
in 1997. Excluding the impact of the U.K. and Canadian divestitures, other
expenses increased by 5% to $255 million in 1998 from $242 million in 1997. This
increase was primarily due to higher business development costs.
YEAR ENDED DECEMBER 31, 1997 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1996 --
INTERNATIONAL
Premiums increased by 14% to $908 million in 1997 from $794 million in
1996, primarily due to premium growth of $81 million in Mexico and $15 million
in Taiwan. Results in Mexico reflect the awarding of a large case group private
pension policy and our entry into the immediate annuity market. Taiwan's
increase was primarily attributable to a decision by its government to remove
restrictions on the sale of insurance policies to new markets.
Universal life and investment-type product policy fees were essentially
unchanged in 1997 at $137 million compared with $139 million in 1996. The 1997
results reflect only ten months of operations related to our U.K. business, a
substantial portion of which was sold during October 1997. This reduction in
operations offset minor increases in several other countries.
Other revenues increased by 46% in 1997 to $54 million from $37 million in
1996, due to increases in Canada and the U.K.
Policyholder benefits and claims increased by 24% to $869 million in 1997
from $700 million in 1996, primarily due to increases in Mexico, Canada and
South Korea. Mexico increased by $87 million, or 167%, to $139 million in 1997
from $52 million in 1996, due to the overall growth in the business. Canada
increased by $29 million, or 6%, to $496 million in 1997 from $467 million in
1996, due to adverse experience in the long-term disability block of business
and the strengthening of reserves for policyholder benefits. South Korea
increased by $20 million, or 17%, to $140 million in 1997 from $120 million in
1996, due to a tax law change that caused a market shift from investment and
annuity products to insurance products.
Interest credited to policyholder account balances decreased by 12% to $137
million in 1997 from $156 million in 1996. This decrease was primarily
attributable to declines in interest credited for South Korea of $8 million due
to a market shift and for Canada of $8 million due to a reduction in interest
crediting rates in Canada reflecting the country's lower interest rate
environment.
Policyholder dividends decreased by 13% to $97 million in 1997 from $111
million in 1996. This decrease was primarily attributable to a $10 million
decrease in dividends for Canada due to less favorable experience on
participating policies.
Other expenses increased by 19% to $497 million in 1997 from $418 million
in 1996. This increase was primarily due to $30 million in higher costs incurred
in connection with the formation of two subsidiaries in Mexico in response to
the privatization of the social security system, as well as increased expenses
of $32 million for Canada due to changes in assumptions for deferred acquisition
costs which resulted in increased amortization.
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CORPORATE
Total revenues for our Corporate segment, which consisted of net investment
income and net realized investment gains and losses that are not allocated to
our business segments, were $312 million for the nine months ended September 30,
1999, a decrease of $887 million, or 74%, from $1,199 million for the comparable
1998 period, primarily due to a reduction in realized investment gains and
investment income of $805 million due to the sale of MetLife Capital Holdings,
Inc. in 1998. Total Corporate expenses were $920 million for the nine months
ended September 30, 1999, an increase of $179 million, or 24%, from $741 million
for the comparable 1998 period. During 1999, we recorded a $499 million charge
principally related to the settlement of a multidistrict litigation proceeding
involving alleged improper sales practices, accruals for sales practices claims
not covered by the settlement and other legal costs. These charges were
partially offset by the elimination of $273 million of expenses due to the sale
of MetLife Capital Holdings. We incurred a net loss of $549 million for the nine
months ended September 30, 1999 compared with net income of $302 million for the
comparable 1998 period, primarily due to the aforementioned events.
Total revenues for our Corporate segment were $1,395 million for 1998, an
increase of $155 million, or 13%, from $1,240 million in 1997, primarily due to
the realized investment gain from the sale of MetLife Capital Holdings of $433
million. Total Corporate expenses were $2,514 million in 1998, an increase of
$1,396 million, or 125%, from $1,118 million in 1997. During 1998, we obtained
certain excess of loss reinsurance and excess insurance policies and agreements
providing coverage for risks associated primarily with sales practices claims
and claims for personal injuries caused by exposure to asbestos or
asbestos-containing products. In 1998, we recorded a pre-tax charge of $1,895
million for potential liabilities related to certain of these claims. See
"Business -- Legal Proceedings". We incurred a net loss of $695 million in 1998
compared with net income of $210 million in 1997 primarily due to the charge for
related insurance and reinsurance premiums and other potential liabilities.
Total revenues for our Corporate segment were $1,240 million for 1997, an
increase of $285 million, or 30%, from $955 million in 1996, due to higher
investment results. Total Corporate expenses were $1,118 million in 1997, an
increase of $196 million, or 21%, from $922 million in 1996, due primarily to
the establishment of additional non-insurance liabilities. Corporate net income
increased by 147% to $210 million in 1997 from $85 million in 1996.
LIQUIDITY AND CAPITAL RESOURCES
METLIFE, INC.
Following the effective date of the plan, Metropolitan Life Insurance
Company will become a wholly-owned subsidiary and the principal asset of
MetLife, Inc. The primary uses of liquidity of MetLife, Inc. will include
payment of dividends on our common stock, debt servicing, contributions to our
subsidiaries and payment of general operating expenses. The primary source of
our liquidity will be dividends we may receive from Metropolitan Life Insurance
Company. In addition, we expect to retain an estimated $340 million from the
proceeds of the initial public offering and other capital raising transactions
at MetLife, Inc., which will be available to pay dividends to our stockholders,
make contributions to our subsidiaries and to meet our obligations. Our ability,
on a continuing basis, to meet our cash needs depends primarily upon the receipt
of dividends from Metropolitan Life Insurance Company.
Under the insurance law of the State of New York, Metropolitan Life
Insurance Company will be permitted to pay stockholder dividends to MetLife,
Inc. only if it files notice of its intention to declare such a dividend and the
amount thereof with the New York Superintendent of Insurance and the New York
Superintendent does not disapprove the distribution. Under the New York
Insurance Law, the New York Superintendent has broad discretion in determining
whether the financial condition of a stock life insurance company would support
the payment of dividends to its
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stockholders. The New York Insurance Department has established informal
guidelines for such determinations. The guidelines, among other things, focus on
overall financial condition and profitability under statutory accounting
practices. We cannot provide assurance that Metropolitan Life Insurance Company
will have statutory earnings to support the payment of dividends to MetLife,
Inc. in an amount sufficient to fund our cash requirements and pay cash
dividends. Our other insurance companies are also subject to restrictions on the
payment of dividends to Metropolitan Life Insurance Company.
The dividend limitation is based on statutory financial results. Statutory
accounting practices differ in certain respects from accounting principles used
in financial statements prepared in conformity with generally accepted
accounting principles. The significant differences relate to deferred
acquisition costs, deferred income taxes, required investment reserves, reserve
calculation assumptions and surplus notes. Furthermore, although the impact
cannot be determined at this time, the recent adoption of the Codification of
Statutory Accounting Principles by the NAIC may reduce STATUTORY SURPLUS,
thereby making the dividend limitation more restrictive. See "-- Metropolitan
Life Insurance Company -- Risk-based capital". See Note 14 of Notes to
Consolidated Financial Statements for a reconciliation of the difference between
statutory financial results with those determined in conformity with generally
accepted accounting principles.
Based on the historic cash flows and the current financial results of
Metropolitan Life Insurance Company, subject to any dividend limitations which
may be imposed upon Metropolitan Life Insurance Company by regulatory
authorities, we believe that cash flows from operating activities, together with
an estimated $340 million of proceeds from the initial public offering and other
capital raising transactions to be retained by MetLife, Inc., will be sufficient
to enable us to make dividend payments as described in "Dividend Policy" and to
pay all operating expenses and meet our other obligations.
METROPOLITAN LIFE INSURANCE COMPANY
LIQUIDITY SOURCES. Metropolitan Life Insurance Company's principal cash
inflows from its insurance activities come from life insurance premiums, annuity
considerations and deposit funds. A primary liquidity concern with respect to
these cash inflows is the risk of early contract holder and policyholder
withdrawal. Metropolitan Life Insurance Company seeks to include provisions
limiting withdrawal rights from general account institutional pension products
(generally group annuities, including guaranteed interest contracts and certain
deposit fund liabilities) sold to employee benefit plan sponsors.
Metropolitan Life Insurance Company's principal cash inflows from its
investing activities result from repayments of principal and proceeds from
maturities and sales of invested assets, investment income as well as dividends
and distributions from subsidiaries. The primary liquidity concerns with respect
to these cash inflows are the risks of default by debtors, interest rate and
other market volatilities, and potential illiquidity of subsidiaries.
Metropolitan Life Insurance Company closely monitors and manages these risks.
See "Business -- Investments".
Additional sources of liquidity to meet unexpected cash outflows are
available from Metropolitan Life Insurance Company's portfolio of liquid assets.
These liquid assets include substantial holdings of treasury securities,
short-term investments, common stocks and marketable fixed maturity securities.
Metropolitan Life Insurance Company's available portfolio of liquid assets was
approximately $93 billion and $91 billion at September 30, 1999 and December 31,
1998, respectively.
Sources of liquidity also include facilities for short- and long-term
borrowing as needed, primarily arranged through MetLife Funding, Inc., a
subsidiary of Metropolitan Life Insurance Company. See "-- Financing".
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LIQUIDITY USES. Metropolitan Life Insurance Company's principal cash
outflows primarily relate to the liabilities associated with its various life
insurance, annuity and group pension products, operating expenses, income taxes,
contributions to subsidiaries, as well as principal and interest on its
outstanding debt obligations. Liabilities arising from its insurance activities
primarily relate to benefit payments under the above-named products, as well as
payments for policy surrenders, withdrawals and loans.
Management of Metropolitan Life Insurance Company believes that its sources
of liquidity are more than adequate to meet its current cash requirements.
LITIGATION. Various litigation claims and assessments against us have
arisen in the course of our business, including in connection with our
activities as an insurer, employer, investor, investment advisor and taxpayer.
Further, state insurance regulatory authorities and other authorities regularly
make inquiries and conduct investigations concerning our compliance with
applicable insurance and other laws and regulations.
In some of these matters, very large and/or indeterminate amounts,
including punitive and treble damages, are sought. While it is not feasible to
predict or determine the ultimate outcome of all pending investigations and
legal proceedings or provide reasonable ranges of potential losses, it is the
opinion of our management that their outcomes, after consideration of available
insurance and reinsurance and the provisions made in our consolidated financial
statements, are not likely to have a material adverse effect on our consolidated
financial condition. However, given the large and/or indeterminate amounts
sought in certain of these matters and the inherent unpredictability of
litigation, it is possible that an adverse outcome in certain matters could,
from time to time, have a material adverse effect on our operating results or
cash flows in particular quarterly or annual periods.
We have recorded, in other expenses, charges of $499 million ($317 million
after-tax), $1,895 million ($1,203 million after-tax), $300 million ($190
million after-tax) and $162 million ($103 million after-tax) for the nine months
ended September 30, 1999 and for the years ended December 31, 1998, 1997 and
1996, respectively, for sales practice claims and claims for personal injuries
caused by exposure to asbestos or asbestos-containing products. The charge for
the nine months ended September 30, 1999 was principally related to the
settlement of the multidistrict litigation proceeding including alleged improper
sales practices, accruals for sales practices claims not covered by the
settlement and other legal costs. The 1998 charge of $1,895 million was
comprised of $925 million and $970 million for sales practices claims and
asbestos-related claims, respectively. We recorded the accrual for sales
practices claims based on preliminary settlement discussions and the settlement
history of other insurers.
Prior to the fourth quarter of 1998, we established a liability for
asbestos-related claims based on settlement costs for claims that we had
settled, estimates of settlement costs for claims pending against us and an
estimate of settlement costs for unasserted claims. The amount for unasserted
claims was based on management's estimate of unasserted claims that would be
probable of assertion. A liability is not established for claims which we
believe are only reasonably possible of assertion. Based on this process, our
accrual for asbestos-related claims at December 31, 1997 was $386 million. Our
potential liabilities for asbestos-related claims are not easily quantified, due
to the nature of the allegations against us, which are not related to the
business of manufacturing, producing, distributing or selling asbestos or
asbestos-containing products, adding to the uncertainty in the number of claims
brought against us.
During 1998, we decided to pursue the purchase of insurance to limit our
exposure to asbestos-related claims. In connection with our negotiations with
the casualty insurers to obtain
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this insurance, we obtained information that caused us to reassess our accruals
for asbestos-related claims. This information included:
- Information from the insurers regarding the asbestos-related claims
experience of other insureds, which indicated that the number of claims
that were probable of assertion against us in the future was
significantly greater than we had assumed in our accruals. The number of
claims brought against us is generally a reflection of the number of
asbestos-related claims brought against asbestos defendants generally and
the percentage of those claims in which we are included as a defendant.
The information provided to us relating to other insureds indicated that
we had been included as defendants for a significant percentage of total
asbestos-related claims and that we may be included in a larger
percentage of claims in the future, because of greater awareness of
asbestos litigation generally by potential plaintiffs and plaintiffs'
lawyers and because of the bankruptcy and reorganization or the
exhaustion of insurance coverage of other asbestos defendants; and that,
although volatile, there was an upward trend in the number of total
claims brought against asbestos defendants.
- Information derived from actuarial calculations we made in the fourth
quarter of 1998 in connection with these negotiations, which helped us to
frame, define and quantify this liability. These calculations were made
using, among other things, current information regarding our claims and
settlement experience (which reflected our decision to resolve an
increased number of these claims by settlement), recent and historic
claims and settlement experience of selected other companies and
information obtained from the insurers.
Based on this information, we concluded that certain claims that previously
were considered as only reasonably possible of assertion were now probable of
assertion, increasing the number of assumed claims to approximately three times
the number assumed in prior periods. As a result of this reassessment, we
increased our liability for asbestos-related claims to $1,278 million at
December 31, 1998.
During 1998, we paid $1,407 million of premiums for excess of loss
reinsurance and insurance agreements, consisting of $529 million for the excess
of loss reinsurance agreements for sales practices claims and excess mortality
losses and $878 million for the excess insurance policies for asbestos-related
claims.
We obtained the excess of loss reinsurance agreements to provide
reinsurance with respect to sales practices claims made on or prior to December
31, 1999 and for certain mortality losses in 1999. These reinsurance agreements
have a maximum aggregate limit of $650 million, with a maximum sublimit of $550
million for losses for sales practices claims. This coverage is in excess of an
aggregate self-insured retention of $385 million with respect to sales practices
claims and $506 million, plus our statutory policy reserves released upon the
death of insureds, with respect to life mortality losses. The maximum sublimit
of $550 million for sales practices claims was within a range of losses that
management believed were reasonably possible at December 31, 1998. Each excess
of loss reinsurance agreement for sales practices claims and mortality losses
contains an experience fund, which provides for payments to us at the
commutation date if experience is favorable at such date. We account for the
aggregate excess of loss reinsurance agreements as reinsurance; however, if
deposit accounting were applied, the effect on our consolidated financial
statements in 1998, and in 1999 and 2000, would not be significant. Under
reinsurance accounting, the excess of the liability recorded for sales practices
losses recoverable under the agreements of $540 million (representing the $925
million charge in 1998 less the $385 million retention under the agreements)
over the premium paid of $529 million results in a deferred gain of $11 million
which is being amortized into income over the settlement period from January
1999 through April 2000. Under deposit accounting, the premium would be recorded
as an other asset rather than as an expense, and the reinsurance loss
recoverable and the deferred gain
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would not have been recorded. Because the agreements also contain an experience
fund which increases with the passage of time, the increase in the experience
fund in 1999 and 2000 under deposit accounting would be recognized as interest
income in an amount approximately equal to the deferred gain that will be
amortized into income under reinsurance accounting.
The excess insurance policies for asbestos-related claims provide for
recovery of losses of up to $1,500 million, which is in excess of a $400 million
self-insured retention ($878 million of which was recorded as a recoverable at
December 31, 1998). The asbestos-related policies are also subject to annual and
per-claim sublimits. Amounts are recoverable under the policies and agreements
annually with respect to claims paid during the prior calendar year. Although
amounts paid in any given year that are recoverable under the policies and
agreements will be reflected as a reduction in our operating cash flow for that
year, management believes that the payments will not have a material adverse
effect on our liquidity. Each asbestos-related policy contains an experience
fund and a reference fund that provides for payments to us at the commutation
date if experience under the policy to such date has been favorable, or pro rata
reductions from time to time in the loss reimbursement to us if the cumulative
return on the reference fund is less than the return specified in the experience
fund.
We believe adequate provision has been made in our consolidated financial
statements for all reasonably probable and estimable losses for sales practices
and asbestos-related claims. We believe that the excess of loss reinsurance
agreements should provide coverage for a portion of the multidistrict sales
practices settlement described above, although we have yet to file a claim under
those agreements. The increase in liabilities for death benefits and policy
adjustments and the cash payments to be made under the settlement should be
substantially offset by amounts recoverable under those agreements, as well as
amounts provided in our consolidated financial statements, and accordingly we do
not believe that they will have a material adverse effect on our consolidated
financial condition, results of operations or cash flows in future periods.
RISK-BASED CAPITAL. Section 1322 of the New York Insurance Law requires
that New York life insurers report their RBC based on a formula calculated by
applying factors to various asset, premium and statutory reserve items. The
formula takes into account the risk characteristics of the insurer, including
asset risk, insurance risk, interest rate risk and business risk. Section 1322
gives the New York Superintendent of Insurance explicit regulatory authority to
require various actions by, or take various actions against, insurers whose
total adjusted capital does not exceed certain RBC levels. At September 30,
1999, Metropolitan Life Insurance Company's total adjusted capital was in excess
of each of those RBC levels. See "Business -- Regulation -- Insurance
regulation -- Risk-based capital".
Each of the U.S. insurance subsidiaries of Metropolitan Life Insurance
Company is subject to these same RBC requirements. At December 31, 1998, the RBC
levels of each of these insurance subsidiaries was in excess of the RBC
threshold.
The NAIC has recently adopted the Codification of Statutory Accounting
Principles for life insurers, which is to become effective on January 1, 2001.
Prior to implementation by Metropolitan Life Insurance Company, the codification
requires adoption by the New York Insurance Department. Based on a study
commissioned by the NAIC, the overall impact to life insurers resulting from
adoption of the codification is not expected to be materially adverse; however,
a detailed analysis will be necessary to determine the actual impact of
codification on the statutory results of operations and statutory financial
position of Metropolitan Life Insurance Company.
FINANCING. MetLife Funding serves as a centralized finance unit for
Metropolitan Life Insurance Company. Pursuant to a support agreement,
Metropolitan Life Insurance Company has agreed to cause MetLife Funding to have
a tangible net worth of at least one dollar. At September 30, 1999 and December
31, 1998, MetLife Funding had a tangible net worth of $11.2 million and $10.9
million, respectively. MetLife Funding raises funds from various funding sources
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and uses the proceeds to extend loans to Metropolitan Life Insurance Company and
its other subsidiaries. MetLife Funding manages its funding sources to enhance
the financial flexibility and liquidity of MetLife. At September 30, 1999 and
December 31, 1998, MetLife Funding had total outstanding liabilities of $5.5
billion and $3.6 billion, respectively, consisting primarily of commercial
paper.
In connection with our acquisition of the stock of GenAmerica, we expect to
incur approximately $1.2 billion of short-term debt, consisting primarily of
commercial paper. We intend to repay an estimated $935 million of that debt with
proceeds from the initial public offering. We incurred approximately $3.2
billion of short-term debt, consisting primarily of commercial paper, which is
included in the outstanding liabilities of MetLife Funding, Inc. at September
30, 1999, in connection with our exchange offer to holders of General American
Life funding agreements. See "Business -- Proposed Acquisition of GenAmerica
Corporation".
MetLife Funding and Metropolitan Life Insurance Company also maintained $7
billion ($5 billion of which served as back-up for the commercial paper incurred
in connection with the exchange offer to holders of General American Life
funding agreements) and $2 billion in committed credit facilities at September
30, 1999 and December 31, 1998, respectively, which served as back-up for its
commercial paper program and for general corporate purposes. These credit
facilities were not utilized during 1998 and had not been utilized at September
30, 1999.
SUPPORT AGREEMENTS. In addition to its support agreement with MetLife
Funding, Metropolitan Life Insurance Company has entered into a net worth
maintenance agreement with New England Life Insurance Company ("NELICO"),
whereby it is obligated to maintain NELICO's statutory capital and surplus at
the greater of $10 million or the amount necessary to prevent certain regulatory
action by Massachusetts, the state of domicile of this subsidiary. The capital
and surplus of NELICO at September 30, 1999 and December 31, 1998 was
significantly in excess of the amount that would trigger such an event.
Furthermore, Metropolitan Life Insurance Company has never been called upon to
provide support to NELICO.
Metropolitan Life Insurance Company has also entered into arrangements with
some of its other subsidiaries and affiliates to assist such subsidiaries and
affiliates in meeting various jurisdictions' regulatory requirements regarding
capital and surplus. In addition, Metropolitan Life Insurance Company has
entered into a support arrangement with respect to reinsurance obligations of
its wholly-owned subsidiary, Metropolitan Insurance and Annuity Company.
Management does not anticipate that these arrangements will place any
significant demands upon MetLife's liquidity resources.
CONSOLIDATED CASH FLOWS. Net cash provided by operating activities was
$3.6 billion and $1.9 billion for the nine months ended September 30, 1999 and
1998, respectively. The increase in cash provided by operations in 1999 compared
with 1998 was primarily due to the funding agreement exchange offer in
connection with the GenAmerica acquisition and lower net investment income. The
decrease in investment income was primarily attributable to decreases in
investment income on mortgage loans on real estate and other invested assets.
The reduction in investment income from mortgage loans on real estate was
primarily due to the lower interest rate environment and a reduction in average
principal balances due, in part, to the reinvestment of proceeds from the sales
of MetLife Capital Holdings and a substantial portion of our Canadian
operations. The reduction in net investment income from other invested assets
was primarily due to a reduction in leveraged lease balances as a result of the
sale of MetLife Capital Holdings and lower fees received from bond prepayments,
calls and tenders. Net cash provided by operating activities was $0.8 billion,
$2.9 billion and $3.7 billion for the years ended December 31, 1998, 1997 and
1996, respectively. The reduction in cash provided by operations in 1998
compared with 1997 was primarily attributable to $1.4 billion paid in 1998 for
excess insurance policies providing coverage for amounts which may be paid in
connection with exposure to asbestos
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claims and for reinsurance policies providing coverage for, among other things,
amounts which may be paid or incurred in connection with specified sales
practices claims.
Net cash used in investing activities was $2.0 billion for the nine months
ended September 30, 1999 compared with net cash provided by investing activities
of $4.0 billion for the comparable 1998 period. Purchases of investments
exceeded sales, maturities and repayments by $1.0 billion and $8.5 billion for
the nine months ended September 30, 1999 and 1998, respectively. The significant
increase in net purchases of investments in 1998 resulted from the reinvestment
of proceeds from the sales of MetLife Capital Holdings and of a substantial
portion of our Canadian operations. Cash flows provided by investing activities
also increased by $2.4 billion and $5.9 billion for the nine months ended
September 30, 1999 and 1998, respectively, as a result of activity from our
securities lending program.
Net cash provided by investing activities was $2.7 billion for the year
ended December 31, 1998 compared with cash used in investing activities of $1.7
billion and $0.9 billion for the years ended December 31, 1997 and 1996,
respectively. Purchases of investments exceeded sales, maturities and repayments
by $7.6 billion, $1.6 billion and $1.4 billion in 1998, 1997 and 1996,
respectively. The significant increase in net purchases of investments in 1998
resulted from the reinvestment of proceeds from the sale of MetLife Capital
Holdings and of a substantial portion of our Canadian operations and cash from
our securities lending program. Prior to 1998, our securities lending program
activity was not reflected in our consolidated balance sheets or statements of
cash flows. Proceeds from the sales of businesses were $7.4 billion in 1998 and
$0.3 billion in 1997. Cash flows provided by investing activities also increased
by $3.8 billion in 1998 as a result of activity from our securities lending
program.
Net cash provided by financing activities was $232 million for the nine
months ended September 30, 1999 compared with net cash used in financing
activities of $5.6 billion for the nine months ended September 30, 1998.
Withdrawals from policyholders' account balances exceeded deposits by $1.5
billion and $2.0 billion in 1999 and 1998, respectively. Short-term financings
increased $2.0 billion in 1999 compared with a net decrease of $4.1 billion in
1998, while net reductions to long-term debt were $350 million in 1999 compared
with net additions of $527 million in 1998.
Net cash used in financing activities was $3.1 billion, $0.6 billion and
$2.4 billion for the years ended December 31, 1998, 1997 and 1996, respectively.
Withdrawals from policyholders' account balances exceeded deposits by $2.3
billion, $2.8 billion and $2.2 billion in 1998, 1997 and 1996, respectively.
Short-term financings decreased $1.0 billion in 1998 compared with a net
increase of $1.3 billion in 1997, while net additions to long-term debt were
$212 million in 1998 compared with $885 million in 1997.
The operating, investing and financing activities described above resulted
in an increase in cash and cash equivalents of $1.8 billion and $333 million for
the nine months ended September 30, 1999 and 1998, respectively, and an increase
in cash and cash equivalents of $390 million, $586 million and $395 million for
the years ended December 31, 1998, 1997 and 1996, respectively.
EFFECTS OF INFLATION
We do not believe that inflation has had a material effect on our
consolidated results of operations except insofar as inflation may affect
interest rates. See "Risk Factors -- Changes in interest rates may significantly
affect our profitability".
MARKET RISK DISCLOSURE
We must effectively manage, measure and monitor the market risk associated
with our invested assets and interest rate sensitive insurance contracts. We
have developed an integrated process for managing risk, which we conduct through
our Corporate Risk Management
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Department, several asset/liability committees and additional specialists at the
business segment level. We have established and implemented comprehensive
policies and procedures at both the corporate and business segment level to
minimize the effects of potential market volatility.
MARKET RISK EXPOSURES
We have exposure to market risk through our insurance operations and
investment activities. For purposes of this disclosure, "market risk" is defined
as the risk of loss resulting from changes in interest rates, equity prices and
foreign exchange rates.
INTEREST RATES. Our exposure to interest rate changes results from our
significant holdings of fixed maturities, as well as our interest rate sensitive
liabilities. The fixed maturities include U.S. and foreign government bonds,
securities issued by government agencies, corporate bonds and mortgage-backed
securities, all of which are mainly exposed to changes in medium- and long-term
treasury rates. Our interest rate sensitive liabilities for purposes of this
disclosure include guaranteed interest contracts and fixed annuities, which have
the same interest rate exposure (medium- and long-term treasury rates) as the
fixed maturities. We employ product design, pricing and asset/liability
management strategies to reduce the adverse effects of interest rate volatility.
Product design and pricing strategies include the use of SURRENDER CHARGES or
restrictions on withdrawals in some products. Asset/liability management
strategies include the use of derivatives, the purchase of securities structured
to protect against prepayments, prepayment restrictions and related fees on
mortgage loans and consistent monitoring of the pricing of our products in order
to better match the duration of the assets and the liabilities they support.
EQUITY PRICES. Our investments in equity securities expose us to changes
in equity prices. We manage this risk on an integrated basis with other risks
through our asset/liability management strategies. We also manage equity price
risk through industry and issuer diversification and asset allocation
techniques.
FOREIGN EXCHANGE RATES. Our exposure to fluctuations in foreign exchange
rates against the U.S. dollar results from our holdings in non-U.S. dollar
denominated fixed maturity securities and equity securities and through our
investments in foreign subsidiaries. The principal currencies which create
foreign exchange rate risk in our investment portfolios are Canadian dollars,
Euros, German marks, French francs, Spanish pesetas and British pounds. We
mitigate the majority of our fixed maturities' foreign exchange rate risk
through the utilization of foreign currency swaps and forward contracts. Through
our investments in foreign subsidiaries, we are primarily exposed to the Spanish
peseta, Mexican peso, Argentinean dollar and Korean won. We have denominated all
assets and liabilities of our foreign subsidiaries in their respective local
currencies, thereby minimizing our risk to foreign exchange rate fluctuations.
RISK MANAGEMENT
CORPORATE RISK MANAGEMENT. We have established several financial and
non-financial senior management committees, which are integral to our risk
management process. These committees manage capital and risk positions, approve
asset/liability management strategies and establish appropriate corporate
business standards.
We also have a separate Corporate Risk Management Department, which is
responsible for risk throughout MetLife and reports directly to our Chief
Actuary. The Corporate Risk Management Department's primary responsibilities
consist of:
- implementing a board of directors-approved corporate risk framework,
which outlines our approach for managing risk on an enterprise-wide
basis;
- developing policies and procedures for managing, measuring and monitoring
those risks identified in the corporate risk framework;
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- establishing appropriate corporate risk tolerance levels;
- deploying capital on a risk-adjusted basis; and
- reporting on a periodic basis to the Audit Committee of the board of
directors and our various financial and non-financial senior management
committees.
ASSET/LIABILITY MANAGEMENT. At MetLife, asset/liability management is the
responsibility of the General Account Portfolio Management Department ("GAPM"),
the operating business segments and various GAPM boards. The GAPM boards are
comprised of senior officers from the investment department, senior managers
from each business segment and the Chief Actuary. The GAPM boards' duties
include setting broad asset/liability management policy and strategy, reviewing
and approving target portfolios, establishing investment guidelines and limits
and providing oversight of the portfolio management process.
The portfolio managers and asset sector specialists, who have
responsibility on a day-to-day basis for risk management of their respective
investing activities, implement the goals and objectives established by the GAPM
boards. The goals of the investment process are to optimize after-tax,
risk-adjusted investment income and after-tax, risk-adjusted total return while
ensuring that the assets and liabilities are managed on a cash flow and duration
basis. The risk management objectives established by the GAPM boards stress
quality, diversification, asset/liability matching, liquidity and investment
return.
Each of our business segments has an asset/liability officer who works with
portfolio managers in the investment department to monitor investment, product
pricing, hedge strategy and liability management issues. We establish target
asset portfolios for each major insurance product, which represent the
investment strategies used to profitably fund the liabilities within acceptable
levels of risk. These strategies include objectives for effective duration,
yield curve sensitivity, convexity, liquidity, asset sector concentration and
credit quality.
To manage interest rate risk, we perform periodic projections of asset and
liability cash flows to evaluate the potential sensitivity of our securities
investments and liabilities to interest rate movements. These projections
involve evaluating the potential gain or loss on most of our in-force business
under various increasing and decreasing interest rate environments. We have
developed models of our in-force business that reflect specific product
characteristics and include assumptions based on current and anticipated
experience regarding lapse, mortality and interest crediting rates. In addition,
these models include asset cash flow projections reflecting interest payments,
sinking fund payments, principal payments, bond calls, mortgage prepayments and
defaults. New York Insurance Department regulations require that we perform some
of these analyses annually as part of the annual proof of the sufficiency of our
regulatory reserves to meet adverse interest rate scenarios.
HEDGING ACTIVITIES. Our risk management strategies incorporate the use of
various interest rate derivatives that are used to adjust the overall duration
and cash flow profile of our invested asset portfolios to better match the
duration and cash flow profile of our liabilities to reduce interest rate risk.
Such instruments include interest rate swaps, futures and caps. We also use
foreign currency swaps and forward contracts to hedge our foreign currency
denominated fixed income investments. In addition, to protect against declines
in the U.S. equity markets, we use collars on the S&P 500 index to hedge some of
our common stock holdings.
RISK MEASUREMENT; SENSITIVITY ANALYSIS
We measure market risk related to our holdings of invested assets and other
financial instruments, including certain market risk sensitive insurance
contracts ("other financial instruments"), based on changes in interest rates,
equity prices and foreign currency rates, utilizing a sensitivity analysis. This
analysis estimates the potential changes in fair value, cash flows and earnings
based on a hypothetical 10% change (increase or decrease) in interest rates,
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equity prices and currency exchange rates. We believe that a 10% change
(increase or decrease) in these market rates and prices is reasonably possible
in the near-term. In performing this analysis, we used market rates at December
31, 1998 to re-price our invested assets and other financial instruments. The
sensitivity analysis separately calculated each of our market risk exposures
(interest rate, equity price and currency rate) related to our non-trading
invested assets and other financial instruments. We do not maintain a trading
portfolio.
The sensitivity analysis we performed included the market risk sensitive
holdings described above in the "Market Risk Disclosure". We modeled the impact
of changes in market rates and prices on the fair values of our invested assets,
earnings and cash flows as follows:
FAIR VALUES. We base our potential loss in fair values on an immediate
change (increase or decrease) in:
- the net present values of our interest rate sensitive exposures resulting
from a 10% change (increase or decrease) in interest rates;
- the U.S. dollar equivalent balances of our currency exposures due to a
10% change (increase or decrease) in currency exchange rates; and
- the market value of our equity positions due to a 10% change (increase or
decrease) in equity prices.
EARNINGS AND CASH FLOWS. We calculate the potential loss in earnings and
cash flows on the change in our earnings and cash flows over a one-year period
based on an immediate 10% change (increase or decrease) in market rates and
equity prices. The following factors were incorporated into our earnings and
cash flows sensitivity analyses:
- the reinvestment of fixed maturity securities;
- the reinvestment of payments and prepayments of principal related to
mortgage-backed securities;
- prepayment rates on mortgage-backed securities were re-estimated for each
10% change (increase or decrease) in the interest rates; and
- expected turnover (sales) of fixed maturities and equity securities,
including the reinvestment of the resulting proceeds.
The sensitivity analysis is an estimate and should not be viewed as
predictive of our future financial performance. We cannot assure that our actual
losses in any particular year will not exceed the amounts indicated in the table
below. Limitations related to this sensitivity analysis include:
- the market risk information is limited by the assumptions and parameters
established in creating the related sensitivity analysis, including the
impact of prepayment rates on our mortgages;
- the analysis excludes other significant real estate holdings and
liabilities pursuant to insurance contracts; and
- the model assumes that the composition of our assets and liabilities
remains unchanged throughout the year.
Accordingly, we use such models as tools and not substitutes for the
experience and judgment of our corporate risk and asset/liability management
personnel.
Based on our analysis of the impact of a 10% change (increase or decrease)
in market rates and prices, we have determined that such a change could have a
material adverse effect on the fair value of our interest rate sensitive
invested assets. The equity and foreign currency portfolios do not expose us to
material market risk.
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The table below illustrates the potential loss in fair value of our
interest rate sensitive financial instruments at December 31, 1998. In addition,
the potential loss with respect to fair value of currency exchange rates and our
equity price sensitive positions at December 31, 1998 is set forth in the table
below.
The potential loss in fair value for each market risk exposure of our
portfolio, all of which is non-trading, at December 31, 1998 was (in millions):
<TABLE>
<S> <C>
Interest rate risk.......................................... $3,983.5
Equity price risk...................................... $ 247.6
Currency exchange rate risk............................ $ 261.8
</TABLE>
YEAR 2000 READINESS
The Year 2000 issue is the result of many computer hardware and software
systems using only two digits, rather than four, to represent a calendar year.
Such systems may not process dates beyond 1999. This system problem could result
in a system failure or miscalculations causing disruptions of operations,
including, but not limited to, a temporary inability to process transactions and
engage in normal business activities.
Given the potential impact of the Year 2000 issue on us, in 1996 we
established a centralized Project Management Office within our Information
Technology Department. The Project Management Office has developed a plan that
has identified the processes and steps to take so that all of MetLife's own
computer applications, as well as our voice and data communication systems, will
continue to function properly in and beyond the Year 2000.
The scope of our Year 2000 plan includes testing the readiness of:
applications, operating systems and hardware on mainframes, personal computers
and local area network platforms; voice and data network software and hardware;
and some non-information technology systems in buildings, facilities and
equipment, including, but not limited to, security systems and building
controls. In addition, we have established procedures to contact key vendors,
key suppliers, customers, joint venture partners and other business parties
regarding their Year 2000 readiness.
The phases of our Year 2000 plan are: (1) identifying Year 2000 problems
and assigning priorities; (2) assessing the Year 2000 compliance of each of our
business segments; (3) remediating or replacing items for Year 2000 compliance;
(4) testing items for Year 2000 compliance at each of our business segments; and
(5) designing and implementing Year 2000 contingency and business continuity
plans.
We completed phases (1) through (4) by June 30, 1999. During 1998, each of
our business segments conducted testing for Year 2000 compliance. We evaluated
and tested each system using a standard certification process. We used both
internal and external resources in connection with our certification process.
The certification process included, among other procedures, testing of future
dates near the end of 1999 and after the beginning of 2000 and leap year
testing. We have also conducted, and will continue to conduct, tests of our
business-critical systems on an enterprise-wide basis. At September 30, 1999, we
believe that approximately 100% of our information technology applications and
systems and approximately 98% of our security systems, building controls and
utilities located in facilities owned and operated by MetLife were Year 2000
compliant.
As part of our Year 2000 plan, we have initiated formal communications with
all of our significant business partners, such as suppliers and customers, to
determine the extent to which we may be vulnerable to those third parties'
failure to remediate their own Year 2000 issues. A majority of our significant
business partners have given assurances that they are, or will be, Year 2000
ready by December 31, 1999. We will continue to monitor our significant business
partners and may seek alternative business partners, if available, if we do not
receive adequate assurances of Year 2000 readiness from existing business
partners. We cannot guarantee that
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other companies, governmental agencies or other entities on which we rely will
remediate their own Year 2000 issues on a timely basis, or that their failure to
convert or their making of a modification or conversion that is incompatible
with our systems, would not have a material adverse effect on our business,
results of operations and financial condition.
Based on presently available information, at September 30, 1999, we
estimated the implementation of the remainder of the Year 2000 plan for our
entire enterprise will cost approximately $18 million. We will fund these costs
through operating cash flows and will expense these costs as incurred. Through
September 30, 1999, we had incurred and expensed approximately $207 million
related to assessment and remediation or replacement in connection with our Year
2000 plan.
We have based the costs of the implementation of our Year 2000 plan and the
date on which we plan to complete our Year 2000 modifications on management's
estimates, derived using numerous assumptions regarding future events, including
the continued availability of certain resources, third-party modification plans
and other factors. Actual expenses may differ from these estimates. Specific
factors that might cause such differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer codes, testing of our software and hardware,
supplier and large customer compliance, business continuity planning and other
similar uncertainties.
Detailed business contingency plans have been developed to address Year
2000 risks that may affect our ability to conduct business. However, we cannot
guarantee that such contingency plans will mitigate all Year 2000 issues or
prevent Year 2000 issues from having a material adverse effect on our business,
results of operations and financial condition.
INSOLVENCY ASSESSMENTS
Most of the jurisdictions in which we are admitted to transact business
require life insurers doing business within the jurisdiction to participate in
guaranty associations, which are organized to pay contractual benefits owed
pursuant to insurance policies issued by impaired, insolvent or failed life
insurers. These associations levy assessments, up to prescribed limits, on all
member insurers in a particular state on the basis of the proportionate share of
the premiums written by member insurers in the lines of business in which the
impaired, insolvent or failed insurer engaged. Some states permit member
insurers to recover assessments paid through full or partial premium tax
offsets. Assessments levied against us from January 1, 1996 through September
30, 1999 aggregated $86 million. We maintained a liability of $30 million at
September 30, 1999 for future assessments in respect of currently impaired,
insolvent or failed insurers.
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THE DEMUTUALIZATION
The following is a summary of the material terms of Metropolitan Life
Insurance Company's plan of reorganization. Although we believe the material
provisions of the plan of reorganization have been accurately summarized,
reference is made to the plan of reorganization itself, a copy of which is filed
as an exhibit to the registration statement of which this prospectus forms a
part. Each statement is qualified in its entirety by such reference.
PURPOSE
The main purpose of the demutualization is to change our corporate
structure to increase our potential for long-term growth and financial strength.
We believe that our ability, as a stock company, to issue shares of stock will
enable us to raise money more efficiently and will provide us with greater
flexibility to make business acquisitions and combinations. This will allow us
to increase our market leadership, financial strength and strategic position,
providing additional security to our policyholders.
The demutualization will also make it easier for us to take advantage of
changes in laws removing restrictions on affiliations between insurers and other
types of financial services companies, such as banks. In addition, the
demutualization will provide previously unavailable economic value to eligible
policyholders in the form of allocated shares of common stock (which will be
held in the trust), cash or policy credits, in exchange for their policyholders'
membership interests in Metropolitan Life Insurance Company.
SUMMARY OF THE PLAN OF REORGANIZATION
On the date the plan of reorganization becomes effective (which will be the
date of the closing of the initial public offering), Metropolitan Life Insurance
Company will convert from a mutual life insurance company to a stock life
insurance company and become a wholly-owned subsidiary of MetLife, Inc. Each
policyholder's membership interest will be extinguished on the plan effective
date and, in consideration thereof, each eligible policyholder will be entitled
to receive, in exchange for that interest, trust interests representing shares
of common stock, cash or an adjustment to their policy values in the form of
policy credits, as provided in the plan. We will allocate consideration among
eligible policyholders based on actuarial principles. For a description of the
actuarial principles used in this allocation, see "The Demutualization --
Payment of Consideration to Eligible Policyholders".
The plan of reorganization requires us to make the initial public offering
and to raise proceeds from the initial public offering, together with any other
capital raising transactions completed on the plan effective date, in an amount,
net of underwriting commissions and related expenses, at least equal to the
amounts required for us to reimburse Metropolitan Life Insurance Company for the
crediting of policy credits and payment of mandatory cash payments to eligible
policyholders pursuant to the plan of reorganization and to reimburse
Metropolitan Life Insurance Company for the cash payments to be made by its
Canadian branch to certain holders of policies included in its Canadian business
sold to Clarica Life Insurance Company in 1998, as well as to pay the fees and
expenses we have incurred in connection with the demutualization.
We believe that, based on current market conditions and our estimates of
the number of eligible policyholders that may elect to receive cash instead of
stock, we will be able to complete an initial public offering large enough to
satisfy the cash requirements specified in the plan. However, our board of
directors may decide that, because of market conditions, the amount of cash
needed to satisfy cash elections or other factors, it would be in the best
interests of Metropolitan Life Insurance Company and its policyholders to raise
capital through one or more other capital raising transactions at the same time
and in addition to the initial public offering.
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If we undertake any other capital raising transactions, they would take the
form of a public offering of mandatorily convertible preferred securities, a
public offering of convertible preferred securities or up to $500 million
aggregate principal amount of publicly-offered debt securities, commercial paper
issuances or bank borrowings (or a combination of such offerings, issuances and
borrowings), which we would offer in one or more transactions completed on the
plan effective date. The total proceeds raised in all such other capital raising
transactions cannot in the aggregate exceed one-third of the total proceeds
raised in all such other capital raising transactions and the initial public
offering. The amount of proceeds from and final terms of any securities offered
in such transactions will depend on market conditions and our capital needs at
the time of issuance. We cannot proceed with any other capital raising
transactions without the approval of the New York Superintendent of Insurance.
In addition, the final terms of the initial public offering and any such other
capital raising transactions must be approved by the New York Superintendent.
Pursuant to the New York Insurance Law, the board of directors of
Metropolitan Life Insurance Company adopted the plan of reorganization on
September 28, 1999, and subsequently adopted amendments to the plan. The plan of
reorganization must also be approved by two-thirds of the votes validly cast by
the eligible policyholders. The plan of reorganization defines eligible
policyholders as the owners on September 28, 1999, the adoption date of the
plan, of certain policies issued by Metropolitan Life Insurance Company that
were in force on that date. The plan of reorganization will not become effective
unless, after conducting a public hearing on the plan, the New York
Superintendent approves it based on a finding, among other things, that the plan
is fair and equitable to policyholders.
We began incurring expenses related directly or indirectly to the
demutualization during 1998. We estimate that expenses relating to the
demutualization, excluding costs relating to the initial public offering, will
total approximately $393 million, net of income taxes of $82 million.
Demutualization expenses consist of our cost of printing and mailing materials
to policyholders and our aggregate cost of engaging independent accounting,
actuarial, compensation, financial, investment banking and legal advisors and
other consultants to advise us in the demutualization process and related
matters, as well as other administrative costs. The New York Superintendent has
also engaged experts to provide actuarial, investment banking, legal and
auditing advice. Pursuant to the New York Insurance Law, we must pay the fees
and expenses of such consultants, which fees and expenses are included in the
above amounts. We have also agreed to indemnify certain of our consultants and
consultants to the New York Superintendent against liabilities arising out of
their engagements in connection with the demutualization.
PAYMENT OF CONSIDERATION TO ELIGIBLE POLICYHOLDERS
On the effective date of the plan of reorganization:
- the policyholders' membership interests will be extinguished and each
eligible policyholder will be allocated a number of trust interests equal
to the number of shares of common stock allocated to such policyholder,
except that some eligible policyholders will receive cash or an
adjustment to their policy values, known as policy credits; and
- Metropolitan Life Insurance Company will become a stock life insurance
company and a wholly-owned subsidiary of MetLife, Inc.
We will distribute cash to:
- each eligible policyholder whose mailing address is outside the U.S.;
- each eligible policyholder or class of eligible policyholders for whom we
determine in good faith, to the satisfaction of the New York
Superintendent of Insurance, that it is not reasonably feasible or
appropriate to provide consideration in the form that such policyholder
would otherwise receive;
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- each owner of an industrial life insurance policy in reduced paid-up
status with respect to whom we have a reasonable belief, after a
reasonable effort to locate such policyholder, that the mailing address
as shown on our records is an address at which mail to such policyholder
is undeliverable; and
- each group eligible policyholder that is an owner of an individual
retirement annuity or a tax sheltered annuity, and elects to receive cash
instead of common stock (but this provision will apply only to that
policy).
In addition to the cash payments described above, we will make cash
payments to any eligible policyholder (other than an eligible policyholder
required to receive policy credits or cash) that has affirmatively elected to
receive cash for such policyholder's allocated shares. There may be a limit to
the amount of funds available to pay cash compensation to eligible policyholders
that elect to receive cash. The plan provides that the initial public offering
and any other capital raising transactions completed on the plan effective date
must raise proceeds, net of underwriting commissions and related expenses, in an
amount at least equal to the amount paid by Metropolitan Life Insurance Company
to fund mandatory cash payments pursuant to the plan and policy credits to
policyholders and to pay fees and expenses incurred by Metropolitan Life
Insurance Company related to the demutualization, as well as to reimburse
Metropolitan Life Insurance Company for amounts to be paid by its Canadian
branch to certain former Canadian policyholders. If the initial public offering
and any other capital raising transactions are not of a sufficient size to fund
the payment of cash to all eligible policyholders that elect to receive cash, it
is possible that the plan will become effective but that cash will not be paid
to all eligible policyholders electing to receive cash. If this were to happen,
cash will be paid as follows:
- each individual eligible policyholder that elects to receive cash will
receive consideration in the form of cash;
- each group eligible policyholder that elects to receive cash and is
allocated not more than 25,000 shares will receive consideration in the
form of cash; and
- each group eligible policyholder that elects to receive cash and is
allocated more than 25,000 shares will receive consideration in the form
of:
- cash, with respect to the first 25,000 shares allocated to the
eligible policyholder; and
- either shares of common stock (to be held in the trust) or a
combination of cash and shares of common stock (to be held in the
trust), with respect to the remaining shares allocated to the eligible
policyholder. Such cash will be allocated to each such eligible
policyholder on a pro rata basis based on the proportion that the
total number of shares in excess of 25,000 shares allocated to such
eligible policyholder bears to the total number of shares in excess of
25,000 shares allocated to all eligible policyholders allocated more
than 25,000 shares that have elected to receive cash.
These proration provisions will not apply to any group eligible policyholder
that is an owner of an individual retirement annuity or a tax sheltered annuity
who elects to receive cash instead of common stock (to be held in the trust),
but only with respect to that policy. The maximum number of allocated shares for
which cash will be available will depend on a number of factors, including the
number of policyholders that elect to receive cash, market conditions and the
size of the initial public offering and any other capital raising transactions.
Group trust beneficiaries holding more than 25,000 trust interests that elected
to receive cash but did not receive cash for all of their shares, because
limited funds were available for that purpose, may be given the opportunity to
sell their shares if there is an underwritten public offering of common stock by
us during the two year period following the plan effective date.
Until the second year after the plan effective date, if there is an
underwritten public offering of common stock, we will offer to each trust
beneficiary holding at the time more than 25,000
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trust interests and whose cash election was not fully satisfied the opportunity
to include a number of shares equal to all of the trust beneficiary's trust
interests in the offering. Each such eligible trust beneficiary may then elect
whether it wants to include some or all of its common stock (held in the trust)
in the offering. We will include all shares desired to be sold in the offering.
However, if, based on the advice of a nationally recognized investment banking
firm selected by us, our board of directors believes that including all such
shares would be likely to have an adverse effect on the price, timing or
distribution of the offering, only those shares, if any, that the board of
directors determines can be included without adversely affecting the offering
will be included. If this were to occur, we will prorate the number of shares
that each such trust beneficiary may include in the offering based on the number
of trust interests that each such trust beneficiary elected to have included in
the offering. We will enter into an underwriting agreement with the
underwriters, which shall contain indemnification and other terms acceptable to
us and the underwriters. We will bear the costs of conducting the offering,
including the fees and expenses of the underwriters for the offering. We will
establish reasonable procedures for the participation of trust beneficiaries in
any such offering.
Eligible policyholders owning policies that are individual retirement
annuities, tax sheltered annuities, tax qualified individual life insurance
policies and individual annuity contracts, life or health insurance funding
accounts and guaranteed life insurance funding accounts are required to receive
consideration in the form of policy credits. However, if any such policy has
matured by death or otherwise been surrendered or terminated after September 28,
1999, but prior to the date on which the policy credits would have been
credited, cash in the amount of the policy credits will be paid in lieu of the
policy credits to the person to whom the death benefit, surrender value or other
payment at termination was made under such policy.
The remaining eligible policyholders will be entitled to receive their
allocated shares of Metropolitan Life Insurance Company common stock, which will
then be exchanged on the effective date of the plan for an equal number of
shares of our common stock to be held by the MetLife Policyholder Trust. We will
distribute consideration to eligible policyholders receiving cash or policy
credits as soon as reasonably practicable following the effective date of the
plan, but in any event not later than 60 days after the effective date, or such
later date as may be approved by the New York Superintendent of Insurance.
Regardless of whether an eligible policyholder is receiving allocated trust
interests, cash or policy credits, the consideration an eligible policyholder
receives under the plan of reorganization will be based on the number of shares
of common stock allocated to the eligible policyholder pursuant to the terms of
the plan of reorganization. The formula for allocating shares of common stock
among eligible policyholders consists of two components. We will allocate a
fixed number of shares of common stock equal to ten shares to each eligible
policyholder, regardless of the number of policies owned by that eligible
policyholder. Additional shares will also be allocated to each eligible
policyholder holding a participating policy -- that is, a policy that is not by
its terms ineligible for dividend payments. The number of such additional shares
will vary for each such eligible policyholder based upon an actuarial formula,
specified in the plan of reorganization, that takes into account, among other
things, the past and future contributions to our statutory surplus from policies
held by the eligible policyholder, as determined by historical experience and
expected future performance.
The amount of the consideration to be paid to an eligible policyholder in
the form of cash or policy credits will generally equal the number of shares of
common stock allocated to the eligible policyholder multiplied by the price per
share at which common stock is offered to the public in the initial public
offering. The initial public offering price, which will be established through
arm's length negotiations with representatives of the underwriters, will be
based on, among other things, prevailing market conditions, our historical
performance, estimates of our business potential and earnings prospects, an
assessment of our management and consideration of the above factors in relation
to market valuations of companies in related businesses. In addition, the
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final terms of the initial public offering, including the initial public
offering price of our common stock, will be subject to the approval of the New
York Superintendent of Insurance.
We have retained PricewaterhouseCoopers LLP to advise us in connection with
actuarial matters involved in the development of the plan of reorganization and
the payment of consideration to eligible policyholders. The opinion of Kenneth
M. Beck, a principal with the firm of PricewaterhouseCoopers LLP, dated November
16, 1999, states that the plan for allocation of consideration to eligible
policyholders (as defined in the plan of reorganization) as set forth in the
plan of reorganization is fair and equitable to the policyholders of
Metropolitan Life Insurance Company as required by Section 7312 of the New York
Insurance Law. This opinion is included as Annex A of this prospectus.
ESTABLISHMENT AND OPERATION OF THE TRUST
Under our plan of reorganization, we will establish the MetLife
Policyholder Trust to hold the shares of common stock allocated to eligible
policyholders not receiving cash or policy credits.
Each trust beneficiary will have the right to elect to withdraw from the
trust shares of common stock for sale, without the payment of commissions or
brokerage fees, pursuant to the purchase and sale program described below. Sales
may be made at any time after the later of (1) the termination of any
stabilization arrangements and trading restrictions in connection with the
initial public offering and (2) the closing of all underwriters' over-allotment
options which have been exercised and the expiration of all unexercised options
in connection with the initial public offering. We expect that these sales may
begin within approximately 30 days after the plan effective date. In addition,
beginning one year after the plan effective date, trust beneficiaries may elect
to withdraw all (but not less than all) of their allocated shares of common
stock held through the trust to hold the shares directly, in book entry or
certificated form, or to sell the shares themselves independently, if they wish.
Each trust beneficiary holding fewer than 1,000 trust interests may also
purchase additional shares of common stock (to be held in the trust) through the
purchase and sale program to increase the trust beneficiary's interests up to a
maximum of 1,000 interests.
The purchase and sale program will be administered by ChaseMellon
Shareholder Services, L.L.C., the program agent for the purchase and sale
program and the custodian for the trust. Generally, each beneficiary may elect
to withdraw from the trust the beneficiary's allocated shares for sale through
the purchase and sale program, subject to the following limitations:
- each trust beneficiary holding 199 or fewer trust interests may elect to
withdraw from the trust for sale the number of shares of common stock
held by the trust equal to all, but not less than all, of the
beneficiary's trust interests;
- each trust beneficiary holding more than 199 trust interests may elect to
withdraw from the trust for sale the number of shares of common stock
held by the trust equal to all or part of the beneficiary's trust
interests, subject to the limitation that partial withdrawals may be made
only in increments of 100 shares, and that following any such withdrawal
for sale of part of the trust beneficiary's trust interests the trust
beneficiary holds at least 100 trust interests; and
- for the first 300 days following the effective date of the plan, each
trust beneficiary holding more than 25,000 trust interests will be
subject to the volume limitations described below. Under the purchase and
sale program procedures, if the total shares to be sold on the open
market on behalf of trust beneficiaries holding more than 25,000 trust
interests on any day exceed the lesser of (i) 1/20th of 1% of the number
of shares of common stock outstanding and (ii) 25% of the average daily
trading volume for the 20 trading days (or such shorter period, if fewer
than 20 trading days have elapsed since the plan effective date)
preceding the trade, the broker-dealer will only process trades on the
open market
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up to that limit for trust beneficiaries holding more than 25,000 shares. The
broker-dealer affiliate of the program agent will either defer the excess shares
to the next trading day (which will be subject to the same volume limitations on
that day) or sell the shares as principal through a block trade or through
a nationally recognized brokerage firm that will sell the shares, as
agent, at market clearing prices. For a period of 90 days following the
plan effective date, only the lead managing underwriters for the initial
public offering may sell, as joint agents, the excess shares. After the
first 300 days, these limitations will no longer apply and withdrawals for
sale may be made as permitted under the trust agreement and the purchase
and sale program procedures.
Except for the limitations on sales by trust beneficiaries holding more than
25,000 trust interests, purchases and sales will generally be processed on the
first or second trading day after the day on which instructions are received,
subject to limited exceptions such as an act of God or significant market
disruption.
In addition, the trust agreement allows trust beneficiaries to instruct the
trust custodian to withdraw their allocated trust shares to participate in any
tender or exchange offer or counter offer for the common stock and to make any
cash or share election, or perfect any dissenter's rights, in connection with a
merger of MetLife, Inc.
In addition to the sale features of the purchase and sale program, the
program will permit trust beneficiaries holding fewer than 1,000 trust interests
to elect to purchase additional shares of common stock (to be held in the trust)
on their behalf, subject to the conditions that upon completion of the purchase
the beneficiary holds no more than 1,000 interests and the total cost for the
purchased shares is at least $250 (or such lesser amount required to purchase a
number of shares that would cause it to hold the 1,000 maximum number of
interests at the closing price of the stock on the trading day immediately prior
to the mailing of such funds). These purchases may be made at any time beginning
on the first trading day following the 90th day after the effective date of the
plan of reorganization.
Trust beneficiaries making such purchase or sale elections will not be
required to pay any brokerage commissions, mailing charges, registration fees or
other administrative or similar expenses. All purchase and sale elections
received by the program agent for the purchase and sale program will be
processed pursuant to policies and procedures set forth as Exhibit J to the plan
of reorganization, a copy of which has been filed as an exhibit to the
Registration Statement of which this prospectus forms a part. These procedures
may be amended in the future. Trust beneficiaries will be notified of any
changes to the purchase and sale program procedures in the future. Any changes
to the procedures before the first anniversary of the effective date of the plan
of demutualization would require the approval of the New York Superintendent of
Insurance.
The trustee has the exclusive and absolute right to vote, assent or consent
the shares of common stock held in the trust at all times during the term of the
trust. Generally, on all matters brought to our stockholders for a vote, the
trustee will vote in accordance with the recommendation given by our board of
directors to our stockholders or, if no such recommendation is given, as
directed by our board. However, if the matter concerns any of the matters
described below, the trustee will solicit instructions from the trust
beneficiaries and will vote, assent or consent all trust shares, including for
purposes of determining a quorum, in favor of, in opposition to or abstaining
from the matter in the same ratio as trust interests of the trust beneficiaries
who returned voting instructions to the trustee indicated preferences for voting
in favor of, in opposition to or abstaining from such matter. If any such
calculation of votes would require a fractional vote, the trustee will vote the
next lower number of whole shares. In these matters, instructions actually given
by trust beneficiaries would have disproportionate weight in the voting. These
matters are:
- an election or removal of directors in which a stockholder has properly
nominated one or more candidates in opposition to a nominee or nominees
of our board of directors or a
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vote on a stockholder's proposal to oppose a board nominee for director,
remove a director for cause or fill the vacancy caused by the removal of
a director by stockholders, provided that the stockholder making the
nomination or proposal deposits funds for the payment of postage and
other expenses for mailing proxy materials to all of the trust
beneficiaries, or such lesser number, holding at least a majority of the
trust interests, that the stockholder seeks to solicit;
- a merger or consolidation, a sale, lease or exchange of all or
substantially all of the assets, or a recapitalization or dissolution of,
MetLife, Inc., in each case requiring a vote of our stockholders under
applicable Delaware law;
- any transaction that would result in an exchange or conversion of shares
of common stock held by the trust for cash, securities or other property;
- issuances of common stock during the first year after the effective date
of the plan at a price materially less than the then prevailing market
price of the common stock, if a vote of our stockholders is required to
approve the issuance under Delaware law, other than issuances in an
underwritten public offering or pursuant to an employee benefit plan;
- for the first year after the effective date of the plan, any matter that
requires a supermajority vote of our outstanding stock entitled to vote
thereon under Delaware law or our certificate of incorporation or
by-laws, and any amendment to our certificate of incorporation or by-laws
that is submitted for approval to our stockholders; and
- any proposal requiring our board of directors to amend or redeem the
rights under our stockholder rights plan, other than a proposal with
respect to which we have received advice of nationally-recognized legal
counsel to the effect that the proposal is not a proper subject for
stockholder action under Delaware law.
In the event that voting instructions are required to be solicited from trust
beneficiaries, trust beneficiaries will be mailed proxy statements, annual
reports and other materials with respect to any matter upon which they will
direct the voting of the shares held by the trust. In addition, the custodian
will prepare and mail to each beneficiary (1) an annual statement regarding the
status of such beneficiary's trust interests and any dividends and distributions
received by the trustee with respect to such interests, as well as any interest
earned by the trust with respect to such dividends and distributions, and the
procedures for notifying the custodian of any discrepancies or errors with
respect to such statement, and (2) a notice of the beneficiary's right to make
purchase, sale and withdrawal elections. The custodian will also prepare, file
and mail to each beneficiary all information reports required under Federal,
state and local law in respect of the trust beneficiaries. The trustee will
register the trust interests under the Securities Exchange Act of 1934, as
amended, and will prepare and file all periodic and other reports and other
documents pursuant to that Act, including annual reports on Form 10-K containing
financial information regarding the trust, including the amount of dividends
received on the shares held by the trust, income from investments made by the
trust and the distribution of those amounts to trust beneficiaries. The trust
will file a similar report on Form 8-K whenever non-annual distributions are
made to trust beneficiaries. The custodian will inform trust beneficiaries
annually, in connection with the expected annual mailing of dividend checks and
account statements, of the availability of the annual report, and trust
beneficiaries who telephone the toll-free number in order to participate in the
purchase and sale program or to obtain further information will be informed that
the annual report is available on our website or by mail upon request.
Beneficiaries will be prohibited from selling, transferring, assigning,
encumbering, or granting any option or any other interest in, or otherwise
disposing of, their trust interests, except in limited circumstances set forth
in the trust agreement. Cash dividends, if any, collected or received by the
trustee with respect to the shares of common stock held by the trust will be
invested by the trustee and distributed, together with interest earned thereon
and net of any
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applicable withholding taxes, through the custodian of the trust to the
beneficiaries. Regular cash dividends, including interest net of income taxes,
received by June 30 in any calendar year will be distributed on the following
July 31, and those received by December 31 will be distributed on the following
January 31, provided that in no event will such distribution be made more than
90 days after the receipt of dividends by the trustee. Notwithstanding this
provision, we currently expect to pay dividends directly to the trust
beneficiaries at the same time they are paid to stockholders. Dividends or other
distributions in common stock will be allocated to the beneficiaries pro rata in
accordance with their respective interests in the trust and held by the trustee
as part of the corpus of the trust. All other distributions we may make to
stockholders will be held by the trustee and distributed through the custodian
of the trust as provided in the trust agreement. We will reimburse the trustee
and the custodian for all taxes, fees, commissions and other reasonable
out-of-pocket expenses incurred by the trustee and the custodian, respectively,
except that we will not reimburse the trustee and the custodian for the expense
of mailing to beneficiaries any proxy or other materials received by the trustee
on behalf of persons other than us.
Unless it shall have been previously terminated, the trust will terminate
upon the earlier of:
- 90 days after the trustee receives notice from us that the number of
shares held by the trust is 10% or less of the number of issued and
outstanding shares of common stock; or
- the date on which the last share held by the trust has been withdrawn,
distributed or exchanged.
The trust may be terminated earlier upon the first to occur of the
following:
- the 90th day after the trustee receives written notice from us, given in
our discretion, that the number of shares held by the trust is 25% or
less of the number of issued and outstanding shares of common stock;
- the trustee receives written notice that our board of directors has
determined that continuation of the trust is or is reasonably expected to
become burdensome to us or the trust beneficiaries because of changes in
law or other circumstances;
- any rights issued under a stockholder rights plan adopted by us and held
by the trust pursuant to the trust agreement become separately tradeable
from the shares held by the trust to which they relate; or
- the entry of a final order for termination or dissolution of the trust or
similar relief by a court of competent jurisdiction.
If the trust has not otherwise terminated, it will terminate on the date
necessary to avoid a violation of the rule against perpetuities, if such rule is
applicable.
Upon termination of the trust, the remaining shares held by the trust will
be distributed to the trust beneficiaries pro rata, in accordance with their
respective interests in the trust, in book entry form, to the extent permitted
by applicable law, or as otherwise directed by each trust beneficiary, together
with the trust beneficiaries' pro rata share of all unpaid distributions and
dividends and interest earned thereon. The trust provides that, concurrently
with the winding up of the trust, we may, in our discretion, offer to purchase
all or a portion of the shares from the trust at a price equal to the average of
the closing prices of the common stock on the 20 consecutive trading days
preceding such offer.
ESTABLISHMENT AND OPERATION OF THE CLOSED BLOCK
The closed block is an accounting mechanism established to ensure that the
reasonable dividend expectations of policyholders who own certain policies are
met. As set forth in the closed block memorandum included as a schedule to the
plan of reorganization, a copy of which
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has been filed as an exhibit to the Registration Statement of which this
prospectus forms a part, we will allocate assets to the closed block in an
amount that produces cash flows which, together with anticipated revenue from
the closed block policies, are reasonably expected to be sufficient to support
such policies, including, but not limited to, provisions for payment of claims
and certain expenses and taxes and for continuation of dividend scales payable
in 1999, if the experience underlying such scales continues, and for appropriate
adjustments in such scales if the experience changes. The establishment and
operation of the closed block will not modify or amend the provisions of the
policies included therein. We will establish the closed block as of December 31,
1998.
The closed block assets, the cash flows generated by the closed block
assets and the anticipated revenue from the policies in the closed block will
benefit only the holders of the policies included in the closed block. Any
excess earnings will be available for distribution over time to closed block
policyholders but will not be available to our stockholders. See Note 1 of
"Notes to Pro Forma Consolidated Financial Information" for a more detailed
description of the manner in which the financial results of the closed block
will affect the accounting presentation of our results of operations. To the
extent that, over time, cash flows from the assets allocated to the closed block
and claims and other experience relating to the closed block are, in the
aggregate, more or less favorable than assumed in establishing the closed block,
total dividends paid to closed block policyholders in the future may be greater
or less than the total dividends that would have been paid to these
policyholders if the policyholder dividend scales in effect for 1999 had been
continued. Dividends on policies included in the closed block, as in the past,
will be declared at the discretion of the board of directors of Metropolitan
Life Insurance Company, may vary from time to time, reflecting changes in
investment income, mortality, persistency and other experience factors, and are
not guaranteed. We will not be required to support the payment of dividends on
closed block policies from Metropolitan Life Insurance Company's general funds,
although we could choose to provide such support.
Metropolitan Life Insurance Company will continue to pay guaranteed
benefits under all policies in accordance with their terms, including the
policies included in the closed block. If the assets allocated to the closed
block, the investment cash flows from those assets and the revenues from the
policies included in the closed block prove to be insufficient to pay the
benefits guaranteed under the policies included in the closed block,
Metropolitan Life Insurance Company will be required to make such payments from
its general funds. Since the closed block has been funded to provide for payment
of guaranteed benefits, as well as for continuation of policyholder dividend
scales in effect for 1999, if experience underlying such scales continues, it
should not be necessary to use general funds to pay guaranteed benefits, unless
the policies included in the closed block experience substantial adverse
deviations in investment income, mortality, persistency or other experience
factors. We will use our best efforts to support the policies included in the
closed block with the assets allocated to the closed block. The assets allocated
to the closed block will be subject to the same liabilities (with the same
priority in liquidation) as assets outside the closed block.
As specified in the plan of reorganization, the policies included in the
closed block will generally consist of all classes of United States dollar
denominated individual life insurance policies for which Metropolitan Life
Insurance Company has a dividend scale in effect for 1999, but generally only to
the extent such policies are in force on any date between December 31, 1998 and
the effective date of the plan. A policy may be within a class for which there
is an experience-based dividend scale in effect for 1999 even if it does not
receive a 1999 dividend, and, therefore, the policy would be included in the
closed block. Experience-based dividend scales are actuarial formulas used by
life insurers to determine amounts payable as dividends on participating
policies based on experience factors relating to, among other things, investment
results, mortality, lapse rates, expenses, premium taxes and policy loan
interest and utilization rates. The fact that a policy is included in the closed
block has no bearing on whether the holder
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of that policy is entitled to receive consideration under the plan or the amount
of consideration allocated to the policyholder.
The closed block includes policies of New England Mutual Life Insurance
Company that were participating policies at the time of its merger with
Metropolitan Life Insurance Company in 1996. Under the terms of the merger,
Metropolitan Life Insurance Company agreed to establish a separate segment
within its general account consisting of assets associated with those policies
plus additional assets having a value of $156.5 million at December 31, 1998.
As provided in the plan of reorganization, Metropolitan Life Insurance
Company will add to the closed block premiums and other amounts received by, and
withdraw from the closed block policy benefits and other amounts paid by,
Metropolitan Life Insurance Company on the policies included in the closed
block. Metropolitan Life Insurance Company will charge the closed block with
Federal income taxes, state and local premium taxes, and other additive state or
local taxes, as well as investment management expenses relating to the closed
block as provided in the plan of reorganization. Metropolitan Life Insurance
Company will also charge the closed block for expenses of maintaining the
policies included in the closed block. Cash payments with respect to certain
reinsurance will be withdrawn from or paid to the closed block.
The board of directors of Metropolitan Life Insurance Company will set the
dividends on the closed block policies annually, in accordance with applicable
law and consistent with the objective of minimizing tontine effects and
exhausting the assets of the closed block with the final payment made to the
last policy included in the closed block. Metropolitan Life Insurance Company
will retain an independent actuary to review the operations of the closed block
every five years as required by the plan. Additionally, Metropolitan Life
Insurance Company will review the operation of, and prepare an internal report
regarding, the investment operations of the closed block annually.
The closed block will continue in effect until the last policy in the
closed block is no longer in force. The expected life of the closed block is
over 100 years.
CLOSED BLOCK ASSETS AND LIABILITIES
In accordance with the plan of reorganization, we will allocate a portion
of Metropolitan Life Insurance Company's invested assets, as well as cash and
short-term investments, to the closed block. If we had established the closed
block at September 30, 1999, cash and invested assets and their carrying values
would have been as follows:
<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1999
----------------------------
CARRYING VALUE % OF TOTAL
-------------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Fixed maturities available-for-sale, at fair value.......... $23,451 73%
Mortgage loans on real estate............................... 4,072 13%
Policy loans................................................ 3,732 12%
Other invested assets....................................... 262 1%
Cash and cash equivalents................................... 419 1%
------- ---
Total....................................................... $31,936 100%
======= ===
</TABLE>
The composition of assets in the closed block will change over time as a
result of new investments. New investments for the closed block acquired on and
after December 31, 1998 with closed block cash flows will be allocated to the
closed block upon acquisition and will consist only of investments permitted by
the plan of reorganization. The assets allocated to the closed block will be
subject to the same liabilities (with the same priority in liquidation) as all
assets in the general account of Metropolitan Life Insurance Company.
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If we had established the closed block at September 30, 1999, the policy
liabilities and accruals associated with the closed block would have aggregated
$39,294 million. This amount would have included $38,426 million of policyholder
liabilities, $751 million of dividends payable to policyholders, current income
taxes payable of $75 million and other liabilities of $42 million. See "Pro
Forma Consolidated Financial Information -- Pro Forma Consolidated Balance
Sheets".
We have retained PricewaterhouseCoopers LLP to advise us in connection with
actuarial matters involved in the establishment and operation of the closed
block. The opinion of Kenneth M. Beck, a principal with the firm of
PricewaterhouseCoopers LLP, dated November 16, 1999, states (in reliance upon
the matters and subject to the limitations described in such opinion), among
other things, that MetLife's assets set aside as of December 31, 1998 (including
subsequent adjustments as provided for in the plan), to establish the closed
block, as set forth in the plan, are adequate because they are expected to
produce cash flows which, together with anticipated revenues from the closed
block business, is reasonably expected to be sufficient to support the closed
block business including, but not limited to, provisions for payment of claims
and certain expenses and taxes, and to provide for continuation of dividend
scales payable in 1999, if the experience underlying such scales continues. This
opinion is included as Annex A of this prospectus.
TRANSFERRED CANADIAN POLICIES
In July 1998, Metropolitan Life Insurance Company sold a substantial
portion of its Canadian operations to Clarica Life Insurance Company. As part of
that sale, a large block of policies in effect with Metropolitan Life Insurance
Company in Canada were transferred to Clarica Life, and the holders of the
transferred Canadian policies became policyholders of Clarica Life. Those
transferred policyholders are no longer policyholders of Metropolitan Life
Insurance Company and, therefore, are not entitled to compensation under the
plan of reorganization. However, as a result of a commitment made in connection
with obtaining Canadian regulatory approval of that sale, if Metropolitan Life
Insurance Company demutualizes, its Canadian branch will make cash payments to
those who are, or are deemed to be, holders of these transferred Canadian
policies. The payments, which will be recorded in other expenses in the same
period as the effective date of the plan, will be determined in a manner that is
consistent with the treatment of, and fair and equitable to, eligible
policyholders of Metropolitan Life Insurance Company. The proceeds of the
initial public offering, as well as the net proceeds from any other capital
raising transactions completed on the plan effective date, must be sufficient to
reimburse Metropolitan Life Insurance Company for those payments, as well as to
fund mandatory cash payments pursuant to the plan and policy credits to
policyholders and to pay fees and expenses incurred by Metropolitan Life
Insurance Company related to the demutualization. See Notes 2 and 5 of Notes to
Pro Forma Consolidated Financial Information.
FEDERAL INCOME TAX CONSEQUENCES OF THE DEMUTUALIZATION
We have received a private letter ruling from the Internal Revenue Service
to the effect that:
- The MetLife Policyholder Trust will be treated as a "grantor trust" for
Federal income tax purposes, and each beneficiary of the trust will be
treated for Federal income tax purposes as if the beneficiary were the
direct owner of a proportionate interest in the shares (or other
property) held in the trust;
- Beneficiaries of the trust will not recognize gain or loss for Federal
income tax purposes as a result of the deposit of shares in the trust or
their withdrawal of shares from the trust; and
- The deposit of shares in the trust under the terms of the plan of
reorganization will not adversely affect the Federal income tax treatment
to eligible policyholders of consideration
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received under the plan, or of MetLife, resulting from the conversion of
Metropolitan Life Insurance Company from a mutual life insurance company
into a stock life insurance company owned by MetLife, Inc.
The IRS rulings are based on the accuracy of certain representations made by us.
Under the terms of the plan of reorganization, the demutualization will not
become effective unless we receive an opinion of our special tax counsel,
Debevoise & Plimpton (or other nationally-recognized tax counsel), to the effect
that:
- Policies issued by Metropolitan Life Insurance Company before the
effective date of the plan will not be treated as newly-issued policies
for any material Federal income tax purpose as a result of the
demutualization of Metropolitan Life Insurance under the plan;
- Eligible policyholders receiving solely interests in the trust will not
recognize gain or loss for Federal income tax purposes as a result of the
demutualization of Metropolitan Life Insurance Company under the plan;
- The consummation of the plan of reorganization, including the crediting
of policy credits to a policy under the terms of the plan, will not
adversely affect any tax-favored status accorded to the policy under the
Internal Revenue Code, and will not be treated as a contribution or
distribution that results in penalties to the holder; and
- The summary of the principal U.S. Federal income tax consequences to
eligible policyholders of their receipt of consideration under the plan
of reorganization that is contained under the heading "Federal Income Tax
Consequences" in the information booklet provided to policyholders is
correct and complete in all material respects.
In addition to the required opinion described above regarding the Federal
income tax treatment to policyholders, it is also a condition to the
effectiveness of the plan that we receive an opinion from our special tax
counsel to the effect that:
- MetLife, Inc. will not recognize any gain or loss for Federal income tax
purposes as a result of (1) its issuance of its common stock to the
trust; (2) its receipt of shares of Metropolitan Life Insurance Company
common stock; (3) its cancellation, for no consideration, of its common
stock previously issued to and held by the Metropolitan Life Insurance
Company immediately prior to the effective date of the plan; or (4) its
sale of shares of its common stock in the initial public offering for
cash; and
- The conversion of Metropolitan Life Insurance Company from a mutual life
insurance company to a stock life insurance company will qualify as a
"reorganization" under the Internal Revenue Code.
We have received an additional opinion from Debevoise & Plimpton, our
special tax counsel, which is not required under the terms of the plan, to the
effect that, under the Internal Revenue Code, the regulations issued thereunder,
and current IRS and judicial interpretations of the Internal Revenue Code and
regulations:
- The affiliated Federal income tax group of which Metropolitan Life
Insurance Company is the common parent immediately before the
demutualization will remain in existence after the effectiveness of the
plan, with MetLife, Inc. as the common parent; and
- Following its conversion from a mutual life insurance company to a stock
life insurance company, Metropolitan Life Insurance Company will continue
to be an eligible member for inclusion in that affiliated Federal income
tax group.
Based on the IRS rulings we have received and the opinions of our special
tax counsel described above, we believe that MetLife will not realize
significant income, gain or loss for
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Federal income tax purposes as a result of the consummation of the
demutualization under the terms of the plan of reorganization.
The opinions of special tax counsel described above are based on the
accuracy of representations and undertakings made by us. We have not sought a
private letter ruling from the Internal Revenue Service regarding the matters
addressed by the opinions of special tax counsel described above.
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BUSINESS
We are a leading provider of insurance and financial services to a broad
spectrum of individual and institutional customers. We currently provide
individual insurance, annuities and investment products to approximately nine
million households, or one of every eleven households in the U.S. We also
provide group insurance and retirement and savings products and services to
approximately 64,000 corporations and other institutions, including 86 of the
FORTUNE 100 largest companies. Our institutional clients have approximately 33
million employees and members.
We are a leader in each of our major U.S. businesses. We believe that our
unparalleled franchises and brand names uniquely position us to be the
preeminent provider of insurance and financial services in the U.S. businesses
in which we compete.
We are one of the largest and best capitalized insurance and financial
services companies in the U.S. Our revenues for 1998 were $27.1 billion and our
net income was $1.3 billion. We had total consolidated assets of $227.2 billion
and equity of $13.6 billion at September 30, 1999.
We are organized into five major business segments: Individual Business,
Institutional Business, Asset Management, Auto & Home and International.
INDIVIDUAL BUSINESS. Individual Business offers a wide variety of
protection and asset accumulation products for individuals, including life
insurance and annuities. Individual Business also distributes products
provided by our other business segments, including mutual funds and auto
and homeowners insurance. Reflecting overall trends in the insurance
industry, sales of our traditional life insurance products have declined in
recent years, while first-year premiums and deposits from variable life
insurance products have grown at a compound annual rate of 22.5% for the
five years ended 1998 and represented 62.2% of our total life insurance
sales for Individual Business in 1998. Our principal distribution channels
are the MetLife career agency and the New England Financial general agency
distribution systems. We also have dedicated sales forces that market to
non-profit organizations and banks and their customers. In total, we had
approximately 10,000 active sales representatives in 1998. In addition to
these distribution channels, we are increasing the distribution of our
products through independent insurance agents and registered
representatives. We believe our ability to effectively manage these
multiple distribution channels represents a significant competitive
advantage. Individual Business had $11.8 billion of revenues, or 43.6% of
our total revenues, and $620 million of operating income in 1998.
INSTITUTIONAL BUSINESS. Institutional Business offers a broad range
of group insurance and retirement and savings products and services. Our
group insurance products and services include group life insurance and
non-medical health insurance such as short- and long-term disability,
long-term care and dental insurance, as well as other related products and
services. Our group insurance premiums, fees and other income, which
totaled $5.4 billion in 1998, have grown at a compound annual rate of 11.5%
for the five years ended 1998. Our retirement and savings products and
services include administrative services sold to sponsors of 401(k) and
other defined contribution plans, guaranteed interest products and separate
account products. We distribute our Institutional Business products through
a sales force of approximately 275 MetLife employees that is organized by
both customer size and product. In total, we have approximately 64,000
institutional customers, including 86 of the FORTUNE 100 largest companies.
Institutional Business had $10.7 billion of revenues, or 39.3% of our total
revenues, and $482 million of operating income in 1998.
ASSET MANAGEMENT. Through our wholly-owned subsidiary, State Street
Research, and our controlling interest in Nvest Companies, L.P. and its
affiliates, Asset Management provides a broad variety of asset management
products and services primarily to third-party institutions and
individuals. Our Asset Management segment managed $191 billion of our total
assets under management at December 31, 1998, including $53.0 billion of
assets in
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mutual funds and in separate accounts supporting variable life and annuity
products, as well as $4.2 billion of MetLife's general account assets. For
the five years ended 1998, this segment's assets under management grew at a
compound annual rate of 22.7%. We distribute our asset management products
through several distribution channels, including State Street Research's
and Nvest's dedicated sales forces, and also through our Individual
Business and Institutional Business distribution channels. Asset Management
had $0.9 billion of revenues, or 3.3% of our total revenues, and $46
million of operating income in 1998.
AUTO & HOME. Auto & Home offers auto insurance, homeowners insurance
and other personal property and casualty insurance products. We sell these
products directly to employees through employer-sponsored programs, as well
as through a variety of retail distribution channels, including agents in
the MetLife career agency system, approximately 4,000 independent agents
and 350 Auto & Home specialists. We are a leading provider of personal auto
and homeowners insurance through employer-sponsored programs in the U.S.
Net premiums earned from products sold through employer-sponsored programs
have grown at a 16.5% compound annual rate for the five years ended 1998.
On September 30, 1999, our Auto & Home segment acquired the standard
personal insurance operations of The St. Paul Companies, which had in-force
premiums of approximately $1.1 billion and approximately 3,000 independent
agencies and brokers in 1998. This acquisition substantially increased the
size of our personal lines business, making us the eleventh largest
personal property and casualty insurer in the U.S. based on 1998 net
premiums written. See "Business -- Auto & Home". Auto & Home had $1.6
billion of revenues, or 6.1% of our total revenues, and $81 million of
operating income in 1998.
INTERNATIONAL. We have international insurance operations in ten
countries, with a focus on the Asia/Pacific region, Latin America and
selected European countries. Our International segment offers life
insurance, accident and health insurance, annuities and retirement and
savings products and services to both individuals and groups and auto and
homeowners coverage to individuals. Assets of our International segment, as
adjusted for the recent divestitures of a substantial portion of our U.K.
and Canadian operations, have grown at a compound annual rate of 21.1% for
the five years ended 1998. International had $1.2 billion of revenues, or
4.4% of our total revenues, and a $35 million operating loss in 1998,
reflecting the relative start-up nature of many of these operations.
STRATEGY
Our mission is to be the leader in helping people become financially
secure. Consistent with this mission, our goal is to be the preeminent provider
of insurance and financial services in each of the U.S. businesses in which we
compete. In order to achieve that goal, we will pursue the following strategies
across all of our business segments:
BUILD ON WIDELY RECOGNIZED BRAND NAMES
Our widely recognized brand names are among our most valuable assets. We
believe that our leading market share positions in the insurance and financial
services industries, our long history of innovation, integrity and reliability,
and our reputation for high quality products and services to individuals and
institutions have resulted in the MetLife name becoming one of the most
well-known brand names in the U.S. We have also been successful in utilizing
additional brand names, such as New England Financial, Security First Group,
Inc. and State Street Research, for specific market segments. We believe that
our brand names give us a key competitive advantage, allowing us to continue to
build and maintain strong relationships with our customers and distributors. We
intend to continue to aggressively capitalize on our brand recognition across
multiple products, distribution channels and customer groups.
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CAPITALIZE ON LARGE CUSTOMER BASE
As a leading provider of insurance and financial services for over 130
years, we have built an unparalleled base of customers, including nine million
households, or one of every eleven households in the U.S., and approximately
64,000 institutional customers with approximately 33 million employees and
members. We believe that our large, existing customer base represents a
significant growth opportunity. We intend to pursue the following growth
initiatives:
- enhancing our relationships with our existing individual customers by:
- offering a broad array of products that meets the needs of our
customers throughout their entire life cycle of financial needs;
- improving the training of our agents and other financial services
representatives to strengthen their ability to serve the needs of our
customers; and
- developing direct marketing programs in partnership with our agency
sales force to identify additional sales opportunities among our
existing customers;
- programs offering financial advice and education, retirement planning and
beneficiary assistance services directly to employees of our
institutional customers; and
- increasing sales to our institutional customers by expanding the offering
of voluntary (employee-paid) products, including auto and homeowners and
long-term care insurance and pre-paid legal services plans.
EXPAND MULTIPLE DISTRIBUTION CHANNELS
We believe that our development and successful management of multiple
distribution channels represent a significant competitive advantage. Our
multiple distribution channels include our proprietary career and general agency
distribution systems and our nationwide Institutional Business sales force, as
well as a wide variety of other distribution channels in each of our business
segments. We intend to grow our core distribution channels and to continue to
build complementary distribution channels for sales of our products.
We believe our career agency and general agency systems provide us with
important advantages, allowing us to more effectively control our distribution
and build and maintain long-term relationships with our customers. Our objective
is to increase the size and productivity of our agency distribution systems by:
- expanding our investment in the recruiting, training and retention of
agents, including changing our compensation practices to improve
incentives for more productive agents and increasing our recruiting of
agencies as well as individual agents; and
- enhancing the technology that supports agents, including improving their
access to product and client information and offering more sophisticated
client management systems to enable them to service larger numbers of
clients and prospects more effectively.
Our four-year agent retention rate has improved from 11.9% in 1994 to 23.4%
in 1998. The industry average in 1998 was 14.2%. During this period, the
productivity of our career and general agency distribution systems, as measured
by NET SALES CREDITS per agent, an industry measure for agent productivity, has
grown at a compound annual rate of 9.3%.
In addition to our core distribution channels, we have also developed and
seek to expand additional complementary distribution channels that provide
opportunities for further growth. Examples of our initiatives include:
- our recent acquisitions of Security First Group and the Nathan & Lewis
companies, which increased our presence in the fast-growing bank and
broker-dealer distribution channels;
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- expanding our marketing efforts to the independent agency community by
introducing new products and programs;
- establishing the Small Business Center, which has offices located
throughout the U.S., to better access the rapidly growing small- and
mid-sized institutional markets;
- entering into joint ventures and other arrangements with third parties to
expand the marketing and distribution opportunities of our Institutional
Business products and services;
- establishing additional distribution channels for Asset Management,
including the development of a dedicated sales force for State Street
Research and increased coordination of distribution among Nvest's
investment managers; and
- introducing a direct response marketing program to generate additional
Auto & Home sales.
Complementary distribution channels within Individual Business accounted
for 18.8% of first-year life insurance premiums and deposits and 38.4% of
annuity premiums and deposits in 1998. In addition, premiums and deposits from
products sold through Institutional Business' Small Business Center have grown
at a compound annual rate of 61.8% for the five years ended 1998 and totaled
$210.2 million in 1998.
CONTINUE TO INTRODUCE INNOVATIVE AND COMPETITIVE PRODUCTS
The products and services offered by the financial services industry
continue to evolve as the financial needs of consumers change. We intend to be
at the forefront of the insurance and financial services industries in offering
innovative and competitive products to our customers. Recent initiatives
include:
- new or revised products covering a substantial portion of our individual
product offerings, including the introduction of a new variable universal
life product, a long-term care insurance product and an equity additions
feature to our traditional participating whole life insurance product,
which allows policyholder dividends to be invested in an equity index
account; and
- new voluntary institutional products, including long-term care and auto
and homeowners insurance, as well as pre-paid legal services plans, for
employees of our Institutional Business customers.
INCREASE FOCUS ON ASSET ACCUMULATION PRODUCTS
We intend to expand our assets under management in both our insurance
operations and our Asset Management segment by increasing our focus on sales of
asset accumulation products, including variable life and annuity products,
mutual funds and 401(k) plan products, which we believe provide a stable source
of fee income as well as a higher operating return on equity compared with
traditional insurance products. During the five years ended 1998, the separate
account liabilities related to our individual variable annuity products grew at
a 40.6% compound annual rate, and totaled $15.8 billion at December 31, 1998.
Assets under management for mutual funds and separate accounts supporting
variable life and annuity products grew at a compound annual rate of 27.1% for
the five years ended 1998, and totaled $53 billion at December 31, 1998. In
addition, primarily through two recent acquisitions, our Institutional Business
segment has become a leading provider of administrative services in the defined
contribution 401(k) market. We intend to use this position to attract more
401(k) assets for our Asset Management segment.
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STRENGTHEN PERFORMANCE-ORIENTED CULTURE
Our management team intends to strengthen the performance-oriented culture
throughout our organization. We have implemented a number of initiatives to
significantly enhance the performance of our employees, including:
- establishing a new compensation program to better align compensation with
individual and MetLife performance;
- enhancing the expertise of our management and workforce by selectively
hiring experienced new employees at all levels of our organization, with
26% of new officer appointments for the three years ended 1998 coming
from outside MetLife;
- expanding our training effort, including new management training programs
for all of our officers and expanded training for our employees; and
- implementing a new performance measurement and review program for our
employees to increase individual accountability and better align
individual and corporate goals.
REDUCE OPERATING EXPENSES
We are committed to improving profitability by reducing operating expenses.
As part of an overall program to reduce operating expenses and enhance the
efficiency of our operations, we have implemented the following programs:
- during 1998, we reduced the number of non-sales positions by 2,267, an
11% reduction, and during the nine months ended September 30, 1999, we
reduced the number of non-sales positions by 1,054, or 5%;
- in March 1999, as part of an internal reorganization, we began to
integrate the operations of New England Financial, which since its merger
with MetLife had been operated as a separate division, with the
individual insurance operations of MetLife, and further consolidate
administrative services throughout our organization; we believe this will
reduce operating expenses by eliminating redundancies; and
- we have made substantial investments in technological improvements in
recent years, totaling approximately $750 million for the three years
ended 1998, which we believe will enhance the efficiency of our
operations, as well as improve our customer service and financial
reporting.
CONTINUE TO OPTIMIZE OPERATING RETURNS FROM INVESTMENT PORTFOLIO
The return on our invested assets has contributed significantly to our
earnings growth. Over the past three years, we have repositioned our investment
portfolio in order to provide a higher operating rate of return on our invested
assets. In connection with that repositioning, we reduced our investments in
treasury securities and corporate equities and have increased our investments in
fixed maturities with higher current yields. At the same time, we have continued
to maintain a prudent asset mix, with investment grade fixed maturities
constituting 91.0% of our total fixed maturities at September 30, 1999. We
believe that the expertise of our investment department will enable us to
continue to optimize the operating returns on our invested assets in the future.
ENHANCE CAPITAL EFFICIENCY OF OUR OPERATIONS
We seek to maximize our operating return on equity by enhancing the capital
efficiency of our operations. We have recently implemented a new internal
capital allocation system that we believe will allow us to more effectively
invest our capital. Consistent with a more disciplined approach to capital
allocation, we have divested operations that did not meet targeted rates of
return or growth, including our medical insurance operations, a substantial
portion of our U.K. and Canadian operations and our commercial leasing business.
We also intend to increase sales
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of asset accumulation products, such as variable life and annuity products, that
require less capital than traditional insurance products. In addition, as a
publicly traded stock company, we will have a greater ability to make
acquisitions and raise external capital in a more efficient manner, which we
believe will increase our adjusted operating return on equity and enhance
stockholder value.
FOCUS INTERNATIONAL OPERATIONS ON GROWING MARKETS
We have established insurance operations in selected international markets
that are experiencing significant growth in demand for insurance products and
where we believe we can gain significant market share. We intend to expand our
international operations by continuing to make capital investments in countries
in which we have existing operations, as well as in selected new markets, either
through start-up operations or by acquisition. We now have operations in ten
emerging insurance markets, including Indonesia and Uruguay, which we entered in
1998, and Brazil, which we entered in 1999. As part of our strategy to focus on
growth markets, as well as to divest operations that would not meet our
financial objectives, we disposed of substantial portions of our operations in
the U.K. in 1997 and in Canada in 1998.
INDIVIDUAL BUSINESS
Our Individual Business segment offers a wide variety of protection and
asset accumulation products aimed at serving the financial needs of our
customers throughout their entire life cycle. Products offered by Individual
Business include insurance products such as traditional, universal and variable
life insurance, individual disability insurance and long-term care insurance and
annuities and investment products such as variable and fixed annuities and
mutual funds. Our principal distribution channels are the MetLife career agency
and the New England Financial general agency distribution systems. We also have
dedicated sales forces that market to non-profit organizations and banks and
their customers. In total, we had approximately 10,000 active sales
representatives in 1998. In addition to these distribution channels, we are
increasing the distribution of our products through independent insurance agents
and registered representatives.
Our broadly recognized brand names and strong distribution channels have
allowed us to maintain our position as the second largest provider of individual
life insurance in the U.S., with $6.1 billion of total statutory individual life
direct premiums written in 1998. In 1998 we were also the largest issuer of
individual variable life policies in the U.S. with $372.0 million in first-year
premiums and deposits, and the seventh largest issuer of variable annuities with
approximately $3.6 billion in deposits.
The U.S. individual life insurance industry had approximately $12.7
trillion of insurance in force and $1.3 trillion of total annuity assets at or
for the year ended December 31, 1998. The U.S. insurance and investment market
has undergone tremendous change in recent years, as Americans have begun to rely
less on traditional life insurance, defined benefit retirement plans, social
security and other government programs and the "baby-boom" generation has begun
to enter their prime savings years. At the same time, technology advances have
greatly increased the availability and timeliness of information so consumers
are better informed about financial products and the state of their financial
affairs. As a result of these trends, sales of mutual funds, variable annuities
and other savings products have increased. We believe that the growth of
annuities and investment products will continue and that, as the baby-boom
generation begins to retire, asset payout products will also increase in
importance. We believe that as these trends continue, the types of products we
offer, including variable life insurance, fixed and variable annuities and
long-term care insurance, will become the products of choice for the protection
and transfer of wealth.
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INDIVIDUAL BUSINESS STRATEGY
BUILD ON WIDELY RECOGNIZED BRAND NAMES. We believe we have one of the most
well-known brand names in the U.S., built through our leading market share
positions in the insurance and financial services industries, our reputation for
high quality products and services and our long practice of advertising the
MetLife name and Peanuts(TM) characters. We have also successfully used
additional brand names in our Individual Business segment, such as New England
Financial, Security First Group and Texas Life, to focus on specific market
segments. We believe that our brand names give us a key competitive advantage,
allowing us to continue to build and maintain strong relationships with our
customers and distributors. We intend to continue to aggressively capitalize on
our brand recognition across multiple products, distribution channels and
customer groups.
CAPITALIZE ON LARGE CUSTOMER BASE. We believe consumers increasingly seek
comprehensive financial advice and information regarding their financial affairs
and superior products that serve them throughout the different stages of their
lives. We believe that building long-term relationships with our large existing
customer base represents a significant growth opportunity. Approximately nine
million households, or one of every eleven households in the U.S., owns a
MetLife individual product. Our goal is to obtain a larger share of the
individual insurance, annuities and investment products purchased by these
households by providing them with the best products and services that are
available to meet their needs. We intend to pursue the following key
initiatives:
- offering a broad array of products that meet the financial needs of our
customers throughout their entire life cycle, including protection
products, such as life and disability insurance; asset accumulation
products, such as annuities and mutual funds; asset distribution
products, such as payout annuities; and wealth transfer products, such as
life insurance and long-term care insurance;
- improving the training of our agents and other financial services
representatives to strengthen their ability to offer sophisticated
financial advice to our customers; and
- developing direct marketing programs in partnership with our agency sales
force to identify additional sales opportunities among our existing
customers.
We also seek to utilize our historically strong position among our institutional
customers to provide programs offering financial advice and education,
retirement planning and beneficiary assistance services to their employees.
GROW CORE DISTRIBUTION CHANNELS. Although we utilize a number of different
distribution channels to market our individual products, we believe that our
core career agency and general agency distribution systems are among our most
valuable assets, allowing us to more effectively control our distribution and
build and maintain long-term relationships with our customers. We intend to
increase the size and productivity of our agency distribution systems by:
- expanding our investment in the recruiting, training and retention of
agents, including changing our compensation practices to improve
incentives for more productive agents and increasing our recruiting of
agencies as well as individual agents; and
- enhancing the technology that serves agents, including improving their
access to product and client information and offering more sophisticated
client management systems to enable them to service larger groups of
clients and prospects more effectively.
Our four-year agent retention rate has improved from 11.9% in 1994 to 23.4% in
1998. The industry average in 1998 was 14.2%. During this period, the
productivity of our career and general agency distribution systems, as measured
by net sales credits per agent, an industry measure for agent productivity, has
grown at a compound annual rate of 9.3%.
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INCREASE DISTRIBUTION THROUGH OTHER CHANNELS. We expect to continue
aggressively seeking opportunities to expand our distribution capabilities in
attractive markets. In 1997, we acquired Security First Group, which expanded
our distribution through the rapidly growing bank market for annuities and
investment products and to the nonprofit, educational and health care markets.
In 1998, we purchased Nathan & Lewis, which increased our presence in the
fast-growing broker-dealer distribution channel. We also expect to increase our
use of independent life agents and registered representatives in the future.
Sales through additional channels represented 18.8% of annualized first-year
life insurance premiums and deposits and 38.4% of individual annuity premiums
and deposits in 1998.
CONTINUE TO INTRODUCE INNOVATIVE AND COMPETITIVE PRODUCTS. The products
offered by the financial services industry continue to evolve as the financial
needs of consumers change and as technology improves. We intend to be at the
forefront of the insurance and financial services industries in offering
innovative and competitive products to our customers. Recent initiatives
include:
- continuing to enhance the competitiveness of our products, such as the
1998 introduction of new or revised products covering a substantial
portion of our product offerings;
- creating products to reflect the needs of specific distribution channels
and by marketing products under several brand names, including MetLife,
New England Financial, Security First and Texas Life; and
- distributing products created by others, such as mutual funds and 401(k)
plans, which may be offered under one of our own brand names or carry the
name of the company that created them.
MARKETING AND DISTRIBUTION
We target the large, middle-income market, as well as affluent individuals,
owners of small businesses and executives of small to medium-sized companies. We
have also been successful in selling our products in various multicultural
markets. We distribute our individual products nationwide through multiple
channels, with the primary distribution systems being the MetLife career agency
system and the New England Financial general agency system. While continuing to
invest in our traditional distribution channels, we have also expanded into
additional channels in order to supplement our growth or penetrate specific
target markets. During the year ended December 31, 1998, the MetLife career
agency and the New England Financial general agency systems and our additional
distribution channels accounted for 40.5%, 40.7% and 18.8%, respectively, of
first-year premiums and deposits for individual life insurance and 49.6%, 12.0%
and 38.4%, respectively, of individual annuity deposits.
METLIFE CAREER AGENCY SYSTEM. The MetLife career agency system had 6,853
agents in approximately 400 agencies at December 31, 1998. Our career agency
sales force focuses on the large, middle-income market, including multicultural
markets. The average face amount of a life insurance policy sold through the
career agency system in 1998 was approximately $143,000.
Agents in our career agency system are full-time MetLife employees whom we
compensate primarily with commissions based on sales. As our employees, they
also receive certain benefits. Agents in our career agency system may not offer
products of other insurers without our approval. At December 31, 1998,
approximately 85% of the agents in our career agency system were licensed to
sell one or more of the following products: variable life insurance, variable
annuities or mutual funds.
We support our efforts in multicultural markets through targeted
advertising, specially trained agents and sales literature written in
non-English languages. We estimate sales in multicultural markets represent
one-fourth of MetLife's career agency individual life sales.
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From 1994 to 1998, the number of agents in the MetLife career agency system
declined, from 9,521 to 6,853. Most of this decline was due to a reduction in
the number of less experienced agents, with the number of agents having at least
five years of experience at MetLife declining from approximately 4,100 to
approximately 3,400 during this period. We believe that this decline was
principally the result of the adverse impact of sales practices litigation
brought against us beginning in the early 1990s, the establishment of more
stringent company-wide criteria for recruiting and retaining agents and a
consolidation of sales offices and changes in compensation practices for our
sales force during this period. We believe that the number of agents in our
career agency system has stabilized, and we have undertaken several initiatives
to grow our career agency force in the future, including expanding our
investment in the recruiting, training and retention of agents, changing our
compensation practices to improve incentives for more productive agents and
increasing our recruiting of agencies as well as individual agents. In addition,
our career agency system is increasingly productive, with net sales credits per
agent, an industry measure for agent productivity, growing at a compound annual
rate of 9.9% for the five years ended 1998.
NEW ENGLAND FINANCIAL GENERAL AGENCY SYSTEM. In 1996, we merged with the
parent company of New England Life Insurance Company, which afforded us better
access to its target market of affluent individuals, owners of small businesses
and executives of small- to medium-sized companies. We operate the New England
Life Insurance Company business through our New England Financial division. The
average face amount of a life insurance policy sold through the New England
Financial general agency system in 1998 was approximately $302,000. At December
31, 1998, New England Financial's sales force comprised 76 general agencies
providing support to 2,702 agents and a network of independent brokers
throughout the U.S. The compensation of both agents, who are independent
contractors, and general agents, who have exclusive contracts with New England
Financial, is based on sales, although we also provide general agents with an
allowance for benefits and other expenses.
New England Financial has a highly trained general agency sales force and,
according to The American College, in 1998 ranked third in the insurance
industry in the percentage of agents who are Chartered Life Underwriters and
Chartered Financial Consultants. Approximately 85% of New England Financial's
general agents are licensed to sell variable products and mutual funds. New
England Financial's general agency sales force increased total agent count by
290 agents in 1998; we believe it is one of the few life insurance organizations
to register a significant increase in agents in 1998. To capitalize on its
distribution strengths and achieve even higher levels of performance and agent
retention, New England Financial is creating a compensation system in which the
interests of the company and its top performing agents and field managers are
more closely aligned. Productivity of the New England Financial general agency
force, as measured by net sales credits, has grown at a compound annual rate of
7.1% for the five years ended 1998.
ADDITIONAL DISTRIBUTION CHANNELS. We also distribute our individual
insurance and investment products through several additional distribution
channels, including Nathan & Lewis, MetLife Brokerage, New England Financial's
Independent Producer Network, the Security First Group, MetLife Resources and
Texas Life.
Nathan & Lewis. Nathan & Lewis Securities, Inc., a MetLife subsidiary
acquired in 1998, is a broker-dealer that markets mutual funds and other
securities, as well as variable life insurance and variable annuity
products, through approximately 900 independent registered representatives.
With the acquisition, we obtained the use of Nathan & Lewis's account
information and client management systems, which we intend to integrate
into our other broker-dealer operations.
MetLife Brokerage and New England Financial's Independent Producer
Network. MetLife Brokerage, a division of MetLife, and New England
Financial's Independent Producer Network market integrated,
specially-designed insurance products to upper-income
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customers in the wealth preservation market through approximately 700
independent retail and wholesale insurance brokerage agencies, independent
producers and agents in the career and general agency systems.
Security First Group. Security First Group, a MetLife subsidiary
acquired in 1997, distributes proprietary and third-party fixed and
variable annuity products and mutual funds to customers of approximately 75
national, regional and community banks.
MetLife Resources. MetLife Resources, a division of MetLife, markets
retirement, annuity and other financial products on a national basis
through 414 agents and independent brokers. MetLife Resources targets the
nonprofit, educational and health care markets.
Texas Life. Texas Life, a MetLife subsidiary, markets whole life and
universal life insurance products under the Texas Life name through
approximately 1,380 active independent insurance brokers. These brokers are
independent contractors that sell insurance for Texas Life on a
nonexclusive basis. Recently, a number of MetLife career agents have also
begun to market Texas Life products. Texas Life sells permanent life
insurance policies with low cash values that are marketed through the use
of brochures, as well as payroll deduction life insurance products.
PRODUCTS
We offer a wide variety of individual insurance, annuities and investment
products aimed at serving our customers' financial needs throughout their entire
life cycle. Our individual insurance products consist of variable life,
universal life, whole life, term life and other insurance products. Our
individual annuities and investment products consist of variable and fixed
annuities and mutual funds.
The following table sets forth selected financial information regarding our
individual insurance, annuities and investment products at the dates or for the
periods indicated:
INDIVIDUAL INSURANCE, ANNUITIES AND INVESTMENT PRODUCTS
<TABLE>
<CAPTION>
AT OR FOR THE
NINE MONTHS ENDED AT OR FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
----------------------- ------------------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
INSURANCE PRODUCTS:
Variable life:
First-year premiums/Deposits....... $ 284.2 $ 244.5 $ 372.0 $ 242.2 $ 184.6
Premiums/Deposits.................. $ 709.6 $ 597.5 $ 857.1 $ 657.3 $ 528.5
Number of policies................. 460,979 399,058 415,933 360,790 315,646
Future policy benefits/Policy
account balance.................. $ 341.4 $ 282.5 $ 289.7 $ 226.8 $ 183.6
Separate account liability......... $ 3,459.4 $ 2,498.7 $ 3,148.4 $ 2,063.1 $ 1,471.6
Life insurance in force............ $ 77,577.6 $ 61,467.7 $ 65,902.1 $ 52,647.2 $ 42,450.0
Universal life:
First-year premiums/Deposits....... $ 11.0 $ 15.4 $ 20.7 $ 28.7 $ 42.7
Premiums/Deposits.................. $ 419.7 $ 436.3 $ 578.0 $ 613.6 $ 641.7
Number of policies................. 1,030,924 1,067,078 1,058,081 1,097,026 1,133,977
Future policy benefits/Policy
account balance.................. $ 5,876.4 $ 5,754.0 $ 5,793.2 $ 5,688.0 $ 5,540.5
Life insurance in force............ $ 84,777.5 $ 88,803.4 $ 82,330.3 $ 86,016.9 $ 89,290.7
Whole life:
First-year premiums/Deposits....... $ 98.6 $ 118.8 $ 162.2 $ 198.7 $ 216.5
Premiums/Deposits.................. $ 2,765.0 $ 2,762.2 $ 3,843.7 $ 3,859.4 $ 3,887.4
Number of policies................. 7,888,016 8,255,787 8,160,567 8,532,166 8,931,729
</TABLE>
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<TABLE>
<CAPTION>
AT OR FOR THE
NINE MONTHS ENDED AT OR FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
----------------------- ------------------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Future policy benefits/Policy account
balance.............................. $ 36,545.3 $ 35,375.8 $ 35,725.8 $ 34,589.8 $ 33,102.1
Life insurance in force............ $193,901.1 $194,182.2 $193,819.5 $196,785.8 $200,855.5
Term life:
First-year premiums/Deposits....... $ 29.6 $ 31.0 $ 42.6 $ 29.7 $ 44.7
Premiums/Deposits.................. $ 233.2 $ 226.3 $ 307.6 $ 284.8 $ 369.8
Number of policies................. 665,079 672,376 675,362 689,767 694,425
Future policy benefits/Policy
account balance.................. $ 474.6 $ 441.0 $ 454.0 $ 435.6 $ 378.2
Life insurance in force............ $124,852.0 $121,879.3 $123,561.8 $117,443.2 $111,924.8
Other Individual insurance
products:(1)
First-year premiums/Deposits....... $ 325.1 $ 258.7 $ 295.7 $ 269.0 $ 175.3
Premiums/Deposits.................. $ 816.2 $ 743.5 $ 1,082.2 $ 1,011.5 $ 902.2
Number of policies................. 3,050,181 3,211,936 3,173,831 3,411,881 3,541,183
Future policy benefits/Policy
account balance.................. $ 5,113.4 $ 5,113.6 $ 5,186.2 $ 5,549.9 $ 5,638.3
Separate account liability......... $ 4,105.5 $ 3,600.9 $ 4,020.8 $ 3,457.3 $ 3,001.5
ANNUITIES AND INVESTMENT PRODUCTS:
Annuities:
Premiums/Deposits.................. $ 3,384.1 $ 3,035.8 $ 3,992.6 $ 3,167.1 $ 2,952.5
Number of contracts................ 1,482,699 1,425,483 1,453,943 1,411,103 1,178,503
Future policy benefits/policy
account balance.................. $ 20,808.5 $ 20,834.7 $ 21,100.2 $ 21,313.2 $ 19,388.2
Separate account liability......... $ 17,703.2 $ 13,280.1 $ 15,844.0 $ 11,686.4 $ 7,794.7
Mutual funds:
Deposits........................... $ 2,878.1 $ 2,580.7 $ 3,303.1 $ 2,540.4 $ 1,796.8
</TABLE>
- ---------------
(1) Consists of individual disability insurance products; individual long-term
care insurance products; small face amount life insurance policies sold by
our agents until 1964, known as industrial policies; and employee benefit
products and group pension products sold through New England Financial.
Reflecting trends in the insurance industry, sales of mutual funds,
variable annuities, variable life insurance policies and other savings products
have increased in recent years, while sales of our traditional insurance
products have declined. During the five years ended 1998, the separate account
liabilities related to our individual variable annuity products grew at a 40.6%
compound annual rate, and totalled $15.8 billion at December 31, 1998.
First-year premiums and deposits for variable life insurance products have grown
at a 22.5% compound annual rate and were $372.0 million in 1998. During this
same period, mutual fund sales have grown at a 17.3% compound annual rate and in
1998 accounted for $3.3 billion of deposits. Sales of whole and term life
insurance products, however, declined during this period, to $204.8 million of
first-year premiums and deposits in 1998 from $381.0 million in 1994, which
represented an annual rate of decline of 14.4%.
INSURANCE PRODUCTS
Our individual insurance products include variable life products, universal
life products, traditional life products, including whole life and term
insurance, and other insurance products, including individual disability
insurance and long-term care insurance products, which are designed to meet a
multitude of consumer needs.
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We continually review and update our products. We have introduced new
products and features designed to increase the competitiveness of our portfolio
and the flexibility of our products to meet the broad range of asset
accumulation, protection and distribution needs of our customers. In 1998, these
updates included the introduction of a new variable universal life product, a
long-term care insurance product and an equity additions feature to our
traditional participating whole life insurance product, which allows
policyholder dividends to be invested in a stock index investment account.
Distribution options under life policies and under both fixed and variable
annuities include level payments guaranteed for the lifetime of the owner or
beneficiary, for a specified term or combinations of these two options.
Distribution options may be accessed through an immediate annuity or following
the accumulation phase of a deferred annuity.
VARIABLE LIFE. Variable life products provide insurance coverage through a
contract which gives the policyholder flexibility in investment choices and,
depending on the product, in premium payments and coverage amounts, with certain
guarantees. For example, we retain the right within limits to adjust the fees we
assess for providing administrative services and death benefit coverage. Most
importantly, with variable life products, premiums and cash value can be
directed by the policyholder into a variety of separate investment accounts or
directed to our general account. In the separate investment accounts, the
policyholder bears the entire risk of the investment results. We collect
specified fees for the management of these various investment accounts and any
net return is credited directly to the policyholder's account. In some
instances, third party money management firms manage investment accounts that
support variable insurance products. With some products, by maintaining a
certain premium level, policyholders may have the benefit of various death
benefit guarantees that may protect the death benefit from adverse investment
experience.
UNIVERSAL LIFE. Universal life products provide insurance coverage on the
same basis as variable life, except that they allow premiums, and the resulting
accumulated balances, to be allocated only to our general account. Universal
life products may allow the insured to increase or decrease the amount of death
benefit coverage over the term of the contract and may allow the owner to adjust
the frequency and amount of premium payments. We credit premiums, net of
specified expenses, to an account maintained for the policyholder, as well as
interest, at rates we determine, subject to specified minimums. Specific charges
are made against the account for the cost of insurance protection and for
expenses.
WHOLE LIFE INSURANCE. Whole life insurance products provide a guaranteed
benefit upon the death of the insured in return for the periodic payment of a
fixed premium over a predetermined period. Premium payments may be required for
the whole of the contract period, to a specified age or for a specified period,
and may be level or change in accordance with a predetermined schedule. Whole
life insurance includes policies that provide a participation feature in the
form of dividends. Policyholders may receive dividends in cash or apply them to
increase death benefits, increase cash values available upon surrender or reduce
the premiums required to maintain the contract in force. In certain
jurisdictions, dividends may be directed into an equity investment account.
Because the use of dividends is specified by the policyholder, this group of
products provides significant flexibility to individuals to tailor the product
to suit their specific needs and circumstances, while at the same time providing
guaranteed benefits.
We intend to continue offering participating policies after the
demutualization. We will be subject to statutory restrictions that limit to 10%
the amount of statutory profits on participating policies written after the
demutualization (measured before dividends to policyholders) that can inure to
the benefit of stockholders. We believe that the impact of these restrictions on
our earnings will not be significant.
TERM INSURANCE. Term insurance provides a guaranteed benefit upon the
death of the insured within a specified time period in return for the periodic
payment of premiums. Specified
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coverage periods range from one year to twenty years, but in no event are longer
than the period over which premiums are paid. Death benefits may be level over
the period or decreasing. Decreasing coverage is used principally to provide for
loan repayment in the event of death. Premiums may be guaranteed at a level
amount for the coverage period or may be non-level and non-guaranteed. Term
insurance products are sometimes referred to as pure protection products, in
that there are normally little or no savings or investment elements. Term
contracts expire without value at the end of the coverage period if the insured
party is still alive.
OTHER INDIVIDUAL INSURANCE PRODUCTS. Individual disability insurance.
Individual disability products provide a benefit in the event of the disability
of the insured. In most instances, this benefit is in the form of a monthly
income paid to age sixty-five. In addition to income replacement, the product
may be used to provide for the payment of business overhead expenses for
disabled business owners or mortgage payment protection. We also distribute
individual disability policies through a joint venture between New England
Financial and Provident Companies, Inc. Although policies are issued in New
England Financial's name, all underwriting, administration and servicing is
handled by Provident, and 80% of the risk on all these new disability policies
is reinsured by Provident.
Individual long-term care insurance. Our long-term care insurance provides
reimbursement for certain costs associated with nursing home care and other
services that may be provided to older individuals unable to perform the
activities of daily living.
Other products. In addition to these products, we operate a closed block
of small face amount life insurance policies that our agents sold until 1964,
known as industrial policies. New England Financial also sells a small amount of
employee benefit products and group pension products, which are included in the
financial results of our Individual Business segment.
ANNUITIES AND INVESTMENT PRODUCTS
We offer a variety of individual annuities and investment products,
including variable and fixed annuities and mutual funds.
VARIABLE ANNUITIES. We offer variable annuities for both asset
accumulation and asset distribution needs. Variable annuities allow the
contractholder to make deposits into various investment accounts, as determined
by the contractholder. The investment accounts are separate accounts of MetLife
or New England Financial, and risks associated with investments in the separate
accounts are borne entirely by the contractholders. Contractholders may also
choose to allocate all or a portion of their account to our general account, in
which case we credit interest at rates we determine, subject to certain
minimums. They may also elect certain death benefit guarantees.
Separate account investments may be managed by us or by various
unaffiliated third party portfolio managers. Third-party managers include such
well-known names as Janus Capital Corp., T. Rowe Price Associates, Inc., Scudder
Kemper Investments, Inc., Neuberger Berman Management Inc. and Fidelity
Investments. The availability of these managers depends on the particular
product series and distribution channel used by the contractholder. At December
31, 1998, $11.7 billion of variable annuity assets were allocated to separate
accounts managed by us, $4.2 billion to separate accounts managed by third
parties and $6.9 billion to our general account.
FIXED ANNUITIES. Fixed annuities are used for both asset accumulation and
asset distribution needs. Fixed annuities do not allow the same investment
flexibility provided by variable annuities but provide guarantees related to
preservation of principal and credited interest. Deposits made into these
contracts are allocated to the general account and are credited with interest at
rates we determine, subject to certain minimums. Credited interest rates may be
guaranteed not to change for certain limited periods of time, normally one year.
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MUTUAL FUNDS AND SECURITIES. We offer both proprietary and non-proprietary
mutual funds. Proprietary funds include those of State Street Research and the
New England Funds Group. We also offer investment accounts for mutual funds and
general securities that allow customers to buy, sell and retain holdings in one
centralized location, as well as brokerage accounts that offer the accessibility
and liquidity of a money market mutual fund. Of the mutual funds we sold in
1998, $1.7 billion of the deposited assets were managed by our Asset Management
segment and $1.6 billion by third parties.
INSTITUTIONAL BUSINESS
Our Institutional Business segment offers a broad range of group insurance
and retirement and savings products and services to corporations and other
institutions.
Our group insurance products and services include group life insurance,
non-medical health insurance such as short- and long-term disability, long-term
care and dental insurance and related administrative services, as well as other
benefits such as employer-sponsored auto and homeowners insurance provided
through our Auto & Home segment and prepaid legal services plans. We sell these
products either as an employer-paid benefit or as a voluntary benefit in which
the premiums are paid by the employee. Revenues from our group insurance
products and services were $6.6 billion in 1998, representing 61.3% of total
Institutional Business revenues of $10.7 billion. Group insurance operating
income was $195 million in 1998.
Our retirement and savings products and services include administrative
services sold to sponsors of 401(k) and other defined contribution plans,
guaranteed interest products and other retirement and savings products and
services, including separate account contracts for the investment of defined
benefit and defined contribution plan assets. Revenues from our retirement and
savings products were $4.1 billion in 1998, representing 38.7% of total
Institutional Business revenues. Retirement and savings operating income was
$287 million in 1998.
We are a leader in the U.S. group insurance market. In 1998, we were:
- the largest group life insurer, with $5.1 billion of total statutory
direct premiums written;
- the second largest group long-term disability carrier and the largest
provider of group short-term disability and group long-term care based on
premiums and equivalents. In addition, we were the second largest
commercial dental carrier based on premiums and equivalents with one of
the largest preferred provider organizations in the U.S., having
approximately 39,000 participating dentists at December 31, 1998;
- a leading provider of administrative services to 401(k) and other defined
contribution plans, with 1.7 million participants; and
- one of the largest insurance company managers of retirement and savings
products, as measured by assets under management, with approximately $68
billion in retirement and savings assets under management at December 31,
1998.
We have built this position through long-standing relationships with many
of the largest corporate employers in the U.S. In 1998, 86 of the FORTUNE 100
largest companies purchased our products; these companies have been our
customers for an average of approximately 20 years. We believe that these large
customers provide an important and stable base from which to grow our
institutional business.
The employee benefit market served by Institutional Business has begun to
change dramatically in recent years. As the U.S. employment market has become
more competitive, employers are seeking to enhance their ability to hire and
retain employees by providing attractive benefit plans. The market also reflects
increasing concern of employees about the future of government-funded retirement
and safety-net programs, an increasingly mobile workforce and the desire of
employers to share the market risk of retirement benefits with
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employees. We believe these trends are facilitating the introduction of new
"voluntary" products such as long-term care and auto and homeowners insurance,
as well as leading more employers to adopt defined contribution pension
arrangements such as 401(k) plans.
Voluntary products, which give valued benefits to employees at little or no
cost to the employer, are attractive to employees since they are generally
priced at group rates and are usually paid through payroll deduction, making
them convenient to purchase and maintain. Voluntary products are particularly
popular as workforces become more diverse and prefer to tailor benefits to their
individual circumstances. Voluntary products have become an increasingly
important part of our group insurance product offerings. All of our group
insurance products are offered on a voluntary basis. Premiums for our voluntary
products, which include employer-sponsored auto and homeowners insurance, were
$1.9 billion in 1998.
INSTITUTIONAL BUSINESS STRATEGY
INCREASE EMPHASIS ON VOLUNTARY PRODUCTS. We seek to increase sales to our
institutional customers by expanding the offering of voluntary, or employee-paid
products, including auto and homeowners and long-term care insurance and prepaid
legal services plans. We believe that voluntary products represent a substantial
growth area. Although many employers still do not offer these products, we
believe that they will be an increasingly important part of the benefits offered
to attract and retain employees as the cost and convenience advantages receive
more recognition in the marketplace. Since they are generally paid through
payroll deduction, we believe they provide us with a stable customer base and
source of revenues.
FOCUS ON DEFINED CONTRIBUTION MARKET. With the acquisitions of Benefit
Services Corporation, which specializes in the small and mid-size markets, and
the defined contribution record keeping and participant services business
formerly owned by Bankers Trust Corporation, which focuses on the large
corporate market, we have become a leading provider of administrative services
in the 401(k) market. At December 31, 1998, we provided administrative services
for $79.4 billion of defined contribution plan assets. We intend to use our
position as a leading administrator of defined contribution plans to capture
more assets under management for our Asset Management segment.
INCREASE OUR PRESENCE IN SMALL AND MID-SIZE EMPLOYER MARKET. We believe
there is an opportunity to build on our strong brand name and experience to
increase our sales to small and mid-size employers. To address this opportunity,
we formed the Small Business Center in 1994 to focus on small employers and the
brokers and intermediaries who service them and expanded our marketing to
mid-sized employers through this channel in 1998. From 1994 to 1998, our
premiums from products currently sold through the Small Business Center have
grown from $30.7 million to $210.2 million, a compound annual rate of 61.8%.
MARKETING AND DISTRIBUTION
Institutional Business markets our products through separate sales forces,
comprised of MetLife employees, for both our group insurance and retirement and
savings lines.
We distribute our group insurance products and services through a regional
sales force that is segmented by the size of the target customer. Marketing
representatives sell either directly to corporate and other institutional
customers or through an intermediary, such as a broker or a consultant.
Voluntary products are sold through the same sales channels, as well as by
specialists for these products. As of December 31, 1998, the group insurance
sales channels had approximately 170 marketing representatives.
Our group insurance products are distributed through the following
channels:
- The National Accounts unit focuses exclusively on our largest 125
customers, generally those having more than 25,000 employees. This unit
assigns account executives and other
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administrative and technical personnel to a discrete customer or group of
customers in order to provide them with individualized products and
services;
- Our regional sales force operates from 27 offices and generally
concentrates on sales to employers with fewer than 25,000 employees,
through selected national and regional brokers, as well as through
consultants; and
- The Small Business Center focuses on improving our position in the
smaller end of the market. Currently, sixteen individual offices staffed
with sales and administrative employees are located throughout the U.S.
These centers provide comprehensive support services on a local basis to
brokers and other intermediaries by providing an array of products and
services designed for smaller businesses.
We distribute our retirement and savings products primarily through
separate sales forces for each of our major product groups. We market pension
and other investment-related products to sponsors of retirement and savings
plans covering employees of large private sector companies with plan assets in
excess of $600 million, mid-size and smaller private sector companies, plans
covering public employees, collective bargaining units, nonprofit organizations
and other institutions and individuals. Pension and other investment-related
products are marketed and sold through approximately 30 marketing
representatives. Defined contribution services are marketed through several
distribution channels depending on the target market. For mid- and large-size
employers, a dedicated sales force focuses on new relationships and
cross-selling opportunities with other Institutional Business distribution
channels. With respect to the small plan segment, generally those with less than
500 lives, defined contribution services are distributed through the agency
system, the Small Business Center and our group regional sales force.
We have entered into several joint ventures and other arrangements with
third parties to expand the marketing and distribution opportunities of our
Institutional Business products and services.
- In February 1998, in cooperation with the AXA Group of France, we
launched the MAXIS Employee Benefits Network to better serve our
multinational clients. The MAXIS Network consists of insurance companies
in more than 50 countries, including MetLife and AXA and their
international affiliates, offering multinational customers the ability to
pool the experience of local insurance plans and to obtain their
insurance needs through a single program.
- In April 1998, we formed an alliance with Travelers Property Casualty
Corp. to offer Synchrony(SM), a product which combines administration of
short- and long-term disability benefits with workers' compensation
benefits from Travelers.
- In 1998, we entered into an agreement with American Express Company to
offer our 401(k) investment management and administrative services to
their small employer customers.
We also seek to sell our Institutional Business products and services
through sponsoring organizations and affinity groups. In 1998, the AARP, the
nation's leading organization for people 50 years and older, selected us to
offer long-term care insurance to its members. We had approximately $77 million
in annualized premiums from sales of these products through the AARP in 1998. In
addition, we were selected in 1998 as the preferred provider of long-term care
products by the National Long Term Care Coalition, a national organization of
large companies.
GROUP INSURANCE PRODUCTS AND SERVICES
Our group insurance products and services include group life insurance and
non-medical health insurance such as short- and long-term disability, long-term
care and dental insurance. Other products include employer-sponsored auto and
homeowners insurance provided through
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our Auto & Home segment and prepaid legal plans. The following table sets forth
premiums and fees and other selected data for each of our group insurance
products and services for the periods indicated:
GROUP INSURANCE PRODUCTS(1)
<TABLE>
<CAPTION>
AT OR FOR THE NINE MONTHS AT OR FOR THE YEARS ENDED
ENDED SEPTEMBER 30, DECEMBER 31,
-------------------------- ---------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS, EXCEPT AS INDICATED)
<S> <C> <C> <C> <C> <C>
Group Life:
Premiums, fees and other income...... $ 3,021 $ 2,837 $ 3,815 $ 3,592 $ 3,542
Policyholder liabilities........... $12,224 $11,594 $11,656 $10,598 $10,065
Life insurance in-force (in
billions)....................... $ 1,212 $ 1,105 $ 1,155 $ 1,135 $ 1,054
Group Non-Medical Health(2):
Premiums, fees and other income.... $ 1,395 $ 1,170 $ 1,570 $ 1,281 $ 1,133
Policyholder liabilities........... $ 3,395 $ 3,570 $ 3,178 $ 3,169 $ 2,700
</TABLE>
- ---------------
(1) Premiums from our employer-sponsored auto and homeowners insurance are
reported in our Auto & Home segment.
(2) Includes fees from pre-paid legal plans in 1998 and 1997.
GROUP LIFE. Group life insurance products and services include group term,
group universal life, group variable universal life, dependent life and survivor
benefits. These products and services can be standard products or tailored to
meet specific customer needs. This category also includes high face amount life
insurance products covering senior executives for compensation-related or
benefit-funding purposes.
GROUP NON-MEDICAL HEALTH. Group non-medical health insurance consists of
short- and long-term disability, long-term care, dental and accidental death and
dismemberment. We also sell excess risk and administrative services only
arrangements to some employers. We sold our medical insurance operations in
1995.
OTHER PRODUCTS AND SERVICES. We believe that we are a market leader in
auto and homeowners insurance programs that are sponsored by employers and
offered on a voluntary basis. Through our Auto & Home segment, we offer auto and
homeowners insurance to employees in the workplace, which is usually paid for
through payroll deduction. See "-- Auto & Home". Other products and services
include prepaid legal plans, which are offered through approximately 250
corporate sponsors. Prepaid legal plans are generally voluntary products that
provide employees with access to covered legal services at competitive prices.
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RETIREMENT AND SAVINGS PRODUCTS AND SERVICES
Our retirement and savings products and services include administrative
services sold to 401(k) and other defined contribution plans, guaranteed
interest products and other retirement and savings products and services. The
following table sets forth selected data for each of our retirement and savings
products and services for the periods indicated:
RETIREMENT AND SAVINGS PRODUCTS AND SERVICES
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, -----------------------
1999 1998 1997 1996
---------------- ---- ---- ----
(DOLLARS IN BILLIONS)
<S> <C> <C> <C> <C>
Defined Contribution Plans Services:
Number of participants (in millions)........... 1.7 1.7 1.6 0.6
Assets administered............................ $86.8 $79.4 $67.1 $ 9.3
Liabilities for guaranteed interest products..... $21.6 $21.8 $20.6 $21.7
Liabilities for other retirement and savings
products....................................... $41.0 $43.1 $42.6 $38.5
</TABLE>
DEFINED CONTRIBUTION PLAN SERVICES. Since 1996, we have made a number of
key acquisitions in the defined contribution marketplace, making us a leading
provider of administrative services to 401(k) and other defined contribution
plans. We provide full service defined contribution programs to companies of all
sizes in the expanding 401(k) market, as well as to the nonprofit, educational
and health care markets. Our programs involve a full range of record-keeping
(including employee communications) services, either on a stand-alone basis or
combined with asset management services.
GUARANTEED INTEREST PRODUCTS. We offer guaranteed interest contracts,
known as GICs, our Met Managed GIC and similar products. In traditional GICs and
funding agreements, corporations and other institutions invest their funds in
products in which the principal and interest are guaranteed by the issuing
insurance company for a specified period of time. We also sell annuity guarantee
products, generally in connection with the termination of pension plans, funds
available from defined contribution plans or the funding of structured
settlements. Sales of guaranteed interest products declined in 1998 and 1997,
primarily as a result of a shift in customers' investment preferences from
guaranteed interest products to separate account alternatives as interest rates
declined in those years. Substantially all of our GICs contain provisions
limiting early terminations, including penalties for early terminations and
minimum notice requirements. Included in our guaranteed interest products are
$2.4 billion, at September 30, 1999, of funding agreements, $0.6 billion of
which we assumed from General American Life Insurance Company. Of the $2.4
billion of funding agreements, $724 million, $465 million and $1,105 million may
be terminated after 7-day, 30-day and 90-day notice periods, respectively. The
remaining $124 million of the $2.4 billion of funding agreements may not be put
by the holder prior to their maturity. Excluded from this total is $5.1 billion
of funding agreements assumed from General American Life Insurance Company,
which were terminated on October 1, 1999 in connection with our exchange offer.
See "Business -- Proposed Acquisition of GenAmerica Corporation".
The Met Managed GIC is an investment product that complements traditional
GICs through the added feature of customer participation in the investment
results of the funds underlying the Met Managed GIC product. We are the industry
leader in assets under management for this type of product with assets of $12.5
billion in 1998. The Met Managed GICs allow the contractholders to receive, at
termination, the market value of their accounts or to transfer their accounts at
book value to a traditional GIC product, in which case the interest rate
credited will be adjusted to reflect any difference between the market value of
the transferred account and its book value.
OTHER RETIREMENT AND SAVINGS PRODUCTS AND SERVICES. Other retirement and
savings products and services include separate account contracts for the
investment and management of defined benefit and defined contribution plans on
behalf of corporations and other institutions.
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Customer funds are deposited in separate accounts managed by us or by an
independent manager, and invested in a variety of assets including fixed income
instruments, common stock and real estate. In 1998, 91.4% of our institutional
separate account assets were managed by a MetLife affiliate and 8.6% were
managed by non-affiliates. We report asset management fees for assets managed by
us in our Asset Management segment, while administrative fees are reported in
our Institutional Business segment.
ASSET MANAGEMENT
Through our wholly-owned subsidiary State Street Research and our
controlling interest in Nvest Companies, L.P. and its affiliates, Asset
Management provides a broad variety of asset management products and services
primarily to third-party institutions and individuals. Asset Management had
total assets under management of $191 billion at December 31, 1998, growing at a
compound annual rate of 22.7% for the five years ended 1998. At December 31,
1998, $186.8 billion of total assets under management were third-party assets,
including $53.0 billion in mutual funds, and separate accounts supporting
variable life and annuity products, which have grown at a compound annual rate
of 27.1% for the five years ended 1998. Our Asset Management segment managed
$4.2 billion of MetLife's general account assets at December 31, 1998. At
December 31, 1998, Asset Management's assets under management consisted of
equities, representing 44% of Asset Management's total assets under management,
fixed income investments (46%), money market investments (5%) and real estate
(5%).
We distribute our asset management products and services through numerous
distribution channels, including State Street Research's and Nvest's dedicated
sales forces, and also through our Individual Business and Institutional
Business distribution channels.
The investment management industry, which includes both retail mutual funds
and institutional asset management, has experienced strong growth over the last
ten years. Mutual fund assets have grown at a compound annual rate of 23.8% for
the ten years ended December 31, 1998. During the same period, institutional
assets, including corporate, government and endowments and foundations, have
grown at a compound annual rate of 10.3%. The number of prime savers (persons
aged 40 to 60 years) has grown 37% between 1988 and 1998. While overall industry
growth has been strong, there has been a shift in preference from defined
benefit plans to defined contribution plans and mutual funds due to favorable
legislation regarding individual savings, a more transient workforce for whom
defined benefit plans are not the best solution and uncertainty surrounding the
long-term viability of Social Security. We believe we are well-positioned to
benefit from this shift due to our broad offering of both institutional and
retail products and our multi-channel distribution network.
ASSET MANAGEMENT STRATEGY
The primary objective of our asset management strategy is to grow assets
under management. To attain this goal, we have implemented the following
strategies:
OFFER EXPANDED LINE OF PRODUCTS AND SERVICES. We seek to grow Asset
Management by offering customers a diverse line of products and services that
focus on the distinct capabilities of each of our subsidiaries. Each of Nvest's
investment management firms implements an independent investment specialty and
philosophy. We believe this approach fosters an entrepreneurial environment that
encourages the development of new, innovative investment management products and
services, while maintaining access to the significant resources of the larger
organization. State Street Research seeks to grow its business by targeting
markets outside its core large institutional retirement plan market, including
the fast growing mid-size plan market and mutual funds.
EXECUTE STRATEGIC ACQUISITIONS. Each of our Asset Management subsidiaries
seeks acquisition opportunities that provide diversification of asset classes
and methods of distribution. We
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believe Nvest's public holding company structure provides it with an opportunity
to make acquisitions that enhance the overall business while retaining the
acquired company's independent identity. Key employees are generally expected to
continue as active participants in the acquired business and the acquired firm's
executive personnel are responsible for reviewing their firm's results, plans
and budgets. State Street Research also seeks acquisitions that will enhance the
products and services it offers. For instance, in 1997 a team of professionals
specializing in managing money for professional athletes joined State Street
Research, and it has since expanded its distribution to high net worth
individuals through financial services supermarkets, brokers and financial
planners.
ENHANCED DISTRIBUTION SYSTEMS. We seek to increase sales of our products
and services through enhanced distribution systems, including improved
coordination of the independent distribution systems of Nvest, and through
increased utilization of our Individual Business and Institutional Business
distribution channels. We believe that further opportunities exist to increase
sales in many of the markets served by these channels, including sales of mutual
funds to individuals and asset management services to 401(k) plans served by
Institutional Business.
NVEST
Nvest Companies, L.P. offers a broad array of investment management
products and services across a wide range of asset categories to institutions,
mutual funds and private accounts. Nvest operates as a holding company for
twelve investment management firms and six principal distribution and consulting
firms, all but one of which are wholly owned by Nvest. The twelve investment
management firms operate as independent entities, with each company having
responsibility for its own investment strategy and decisions, business plans,
product development and management fee schedules. Through its distribution and
consulting firms, Nvest makes available certain distribution, consulting and
administrative services that Nvest's subsidiary investment management firms draw
on as needed. These services include marketing, product development and
administrative support such as financial, management information and employee
benefits services.
We are the general partner and, at September 30, 1999, owned approximately
48% of the total economic interest of Nvest and its affiliates. Through Nvest,
L.P., a New York Stock Exchange-listed limited partnership, approximately 13% of
the economic interest in Nvest is publicly traded, with the remaining 39% owned
by others. We acquired our interest in Nvest in August 1996 as part of our
merger with New England Mutual Life Insurance Company. During the five years
ended 1998, Nvest's assets under management have grown at a compound annual rate
of 24.1% to $135 billion. At December 31, 1998, Nvest's assets under management
consisted of equities, representing 45% of Nvest's total assets under
management, fixed income investments (43%), money market investments (7%) and
real estate (5%).
The following table summarizes Nvest's assets under management by investor
type at the dates indicated:
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, --------------------
1999 1998 1997 1996
---------------- ---- ---- ----
(DOLLARS IN BILLIONS)
<S> <C> <C> <C> <C>
Institutional...................................... $ 82 $ 87 $ 80 $ 66
Mutual Funds....................................... 35 36 33 25
Private Accounts................................... 10 12 12 9
---- ---- ---- ----
$127 $135 $125 $100
==== ==== ==== ====
</TABLE>
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INVESTMENT MANAGEMENT FIRMS
Each of the following twelve investment management firms pursues an
independent investment strategy and philosophy:
- Loomis, Sayles & Company, L.P. actively manages portfolios of publicly
traded fixed-income securities, equity securities and other financial
instruments for a client base consisting of institutional clients,
endowments, foundations and third-party corporate investment portfolios,
manages assets for high net worth individuals and advises the Loomis
Sayles Funds.
- Harris Associates L.P. is primarily a value-equity style investment
advisory firm with institutional, private account and multi-manager
product offerings; it also serves as the investment advisor for The
Oakmark Family of Funds.
- AEW Capital Management, L.P. is a real estate advisory firm which
utilizes its real estate, research and capital markets expertise to focus
on high-yield equity and debt strategies, real estate securities and
directly held interests in real estate portfolios.
- Back Bay Advisors, L.P., which manages mutual funds in two mutual fund
groups sponsored by Nvest affiliates, as well as institutional funds for
the pension and foundation marketplace, specializes in fixed-income
management.
- Jurika & Voyles, L.P. provides investment advisory services to
institutions, individuals and mutual funds utilizing a fundamental,
research-driven investment approach which seeks to invest at
opportunistic prices in the stock of companies exhibiting growth in cash
flow.
- Kobrick Funds, LLC provides investment management services for equity
mutual funds.
- Reich & Tang Funds, a division of Reich & Tang Asset Management L.P.,
manages money market mutual funds that are marketed primarily through
brokerage houses and regional commercial banks and acts as administrator
for mutual funds advised by third parties and for the equity funds
managed by Reich & Tang Capital Management.
- Reich & Tang Capital Management, a division of Reich & Tang Asset
Management L.P., manages mutual funds, private investment partnerships
and equity funds for institutions and individuals.
- Snyder Capital Management, L.P. provides investment advisory services
primarily to institutions and high net worth individuals and families,
and specializes in investing in small- to mid-capitalization equities.
- Vaughan, Nelson, Scarborough & McCullough, L.P. manages equity, fixed
income and balanced portfolios for foundations, endowments, institutions
and high net worth individuals.
- Westpeak Investment Advisors, L.P. provides customized equity management
for institutional investors, such as pension plans, foundations and
endowments, and mutual funds, utilizing an active, quantitative research
capability.
- Capital Growth Management Limited Partnership provides investment
management services for mutual funds and for a limited number of large
institutions and individual clients.
Nvest's investment management firms market their services primarily to
institutions and mutual funds. Several of the investment management firms also
actively participate in the market for individually managed private accounts for
high net worth individuals. The institutional market for investment management
services includes corporate, government and union pension plans, endowments and
foundations and corporations purchasing investment management services for their
own account. Nvest's management firms also advise or sub-advise approximately
100 mutual funds, the great majority of which are grouped into eight fund
"families" and are marketed through a variety of channels.
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<PAGE> 131
DISTRIBUTION AND CONSULTING FIRMS
Nvest and its six principal distribution and consulting firms listed below
provide distribution, marketing and administrative services to Nvest's
investment management firms:
- New England Funds, L.P. serves as the distributor and is responsible for
all sales-related activities of the New England Funds Group, a
proprietary group of mutual funds. It distributes mutual funds through
retail sales networks of regional and national brokerage firms and other
distribution channels, including our Individual and Institutional
channels.
- Nvest Associates, Inc. provides institutional marketing and consulting
services to Nvest's investment management firms.
- Graystone Partners, L.P. serves as a consultant and marketing agent with
respect to asset allocation and management services provided to high net
worth individuals and families.
- Nvest Advisor Services assists in the marketing and distribution of
mutual funds advised by several of Nvest's investment management firms
through financial planners and advisors.
- Nvest Retirement Services assists in the marketing and distribution of
mutual funds advised by several of Nvest's investment management firms to
retirement plan sponsors, large 401(k) plan providers and consultants.
- Nvest Services Company, Inc. provides fund administration, legal and
compliance, human resources and transfer agency services to the New
England Funds group. It also provides its services, on a voluntary basis,
to Nvest's other affiliates and fund families.
STATE STREET RESEARCH
State Street Research conducts its operations through two wholly-owned
subsidiaries, State Street Research & Management Company, a full-service
investment management firm, and SSR Realty Advisors, Inc., a full-service real
estate investment advisor. State Street Research offers investment management
services in all major investment disciplines through multiple channels of
distribution in both the retail and institutional marketplaces. State Street
Research had assets under management of $56.0 billion, having grown at a
compound annual rate of 19.6% for the five years ended 1998. At December 31,
1998, State Street Research's assets under management consisted of equities,
representing 41% of State Street Research's total assets under management, fixed
income investments (54%), money market investments (1%) and real estate (4%).
State Street Research is currently an investment manager for ten of the
twelve largest U.S. corporate pension plans. The majority of State Street
Research's institutional business is concentrated in qualified retirement funds,
including both defined benefit and defined contribution plans. State Street
Research also provides investment management services to foundations and
endowments. In addition, State Street Research serves as advisor or subadvisor
for 26 mutual funds, as well as five mutual fund portfolios underlying MetLife's
variable life and annuity products, collectively with $17 billion of assets
under management at December 31, 1998.
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The following table summarizes State Street Research's assets under
management by investor type for the periods indicated:
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, -----------------------
1999 1998 1997 1996
---------------- ---- ---- ----
(DOLLARS IN BILLIONS)
<S> <C> <C> <C> <C>
Institutional.................................... $37.3 $38.8 $35.4 $34.0
Mutual Funds..................................... 17.3 17.0 14.7 11.6
Private Accounts................................. 0.2 0.2 -- --
----- ----- ----- -----
$54.8 $56.0 $50.1 $45.6
===== ===== ===== =====
</TABLE>
MARKETING AND DISTRIBUTION
State Street Research distributes its investment products to institutions
through its own institutional sales force, MetLife's institutional sales force
and pension consultants. Our Institutional Business sales force is the largest
contributor to State Street Research institutional sales, representing 77% of
the 1998 total. State Street Research's mutual fund products are distributed
primarily through large retail brokerage firms (40% of mutual fund sales) and by
the MetLife career agency sales force (43% of mutual fund sales). In addition to
the primary distribution channels, State Street Research has developed
distribution capabilities through regional brokerage firms, mutual fund
supermarkets, registered investment advisors and financial planners. State
Street Research also offers its products to the defined contribution market
through Institutional Business' defined contribution group, as well as directly
through its own distribution channel.
AUTO & HOME
Auto & Home, operating primarily through Metropolitan Property and Casualty
Insurance Company, a wholly-owned subsidiary of MetLife, offers personal lines
property and casualty insurance directly to employees through employer-sponsored
programs, as well as through a variety of retail distribution channels,
including the MetLife career agency system, independent agents and Auto & Home
specialists. Auto & Home primarily sells auto insurance, which represented 82.9%
of Auto & Home's total net premiums earned in 1998, and homeowners insurance,
which represented 16.0% of Auto & Home's total net premiums earned in 1998. Auto
insurance includes both standard and non-standard (insurance for risks having
higher loss experience or loss potential than risks covered by standard
insurance) policies.
On September 30, 1999, our Auto & Home segment acquired the standard
personal lines property and casualty insurance operations of The St. Paul
Companies, which had in-force premiums of approximately $1.1 billion and
approximately 3,000 independent agencies and brokers in 1998. This acquisition
substantially increased the size of this segment's business, making us the
eleventh largest personal property and casualty insurer in the U.S. based on
1998 net premiums written, and will also give us a strong presence in a number
of additional states.
AUTO & HOME STRATEGY
EXPAND EMPLOYER-SPONSORED PROGRAMS. We believe the employer-sponsored
distribution channel represents a significant growth opportunity to expand sales
of our Auto & Home products to our Institutional Business clients. The rapid
growth and acceptance of employer-sponsored marketing of auto and homeowners
insurance is a relatively recent development, and most employers do not
currently offer it as a benefit. Currently only a small percentage of our
Institutional Business clients offer Auto & Home products. We also anticipate
significant growth of existing employer-sponsored programs through greater
penetration of the employee base.
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CONTINUE BUILDING DIRECT MARKETING CAPABILITY. In the third quarter of
1998, Auto & Home launched a direct response marketing distribution channel. We
expect the direct marketing distribution channel to generate sales through
target mailings, telemarketing, broad advertising, affinity groups, agent
referrals, bank relationships and the Internet. We believe that our experience
with using direct marketing distribution techniques in the employer-sponsored
distribution channel, combined with the strength of the MetLife brand name,
should enable us to compete successfully in the direct marketing distribution
channel.
ENHANCE RETAIL DISTRIBUTION. We currently market our products through
retail channels in 46 states. Since 1997, we have emphasized, through additional
advertising, pricing, and underwriting efforts, certain states in which we
believe we have the most potential for profitable growth.
CONTINUE TO REDUCE CATASTROPHE EXPOSURE. Since Hurricane Andrew in 1992,
our management has worked actively to reduce Auto & Home's exposure to losses
from catastrophes. Actions include a reduction in homeowners policies in force
in states having greater exposure to severe hurricanes, in conformity with
regulatory requirements. At the same time, Auto & Home has significantly
enhanced reinsurance coverage in all regions to limit losses from catastrophes.
PRODUCTS
Auto & Home's insurance products include:
- auto, including both standard and non-standard private passenger;
- homeowners, including renters, condominium and dwelling fire; and
- other personal lines, including umbrella (protection against losses in
excess of amounts covered by other liability insurance policies),
recreational vehicles and boat owners.
The following table sets forth net premiums earned and other operating results
for Auto & Home for the periods indicated:
<TABLE>
<CAPTION>
AT OR FOR THE
NINE MONTHS ENDED AT OR FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
------------------ ------------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
AUTO:(1)
Net premiums earned.............. $ 909 $ 870 $1,163 $1,124 $1,088
Loss ratio without
catastrophes.................. 65.8% 61.8% 61.4% 63.8% 65.4%
Loss ratio due to catastrophes... 0.5% 1.7% 1.3% 0.2% 0.7%
------ ------ ------ ------ ------
Loss ratio....................... 66.3% 63.5% 62.7% 64.0% 66.1%
Expense ratio.................... 38.1% 37.4% 38.5% 37.9% 35.6%
------ ------ ------ ------ ------
Combined ratio................... 104.4% 100.9% 101.2% 101.9% 101.7%
Combined ratio without
catastrophes.................. 103.9% 99.2% 99.9% 101.7% 101.0%
</TABLE>
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<TABLE>
<CAPTION>
AT OR FOR THE
NINE MONTHS ENDED AT OR FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
------------------ ------------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
HOMEOWNERS:(1)
Net premiums earned.............. $ 183 $ 164 $ 225 $ 217 $ 212
Loss ratio without
catastrophes.................. 48.2% 37.7% 39.2% 43.4% 47.6%
Loss ratio due to catastrophes... 10.4% 23.3% 18.5% 7.1% 28.4%
------ ------ ------ ------ ------
Loss ratio....................... 58.6% 61.0% 57.7% 50.5% 76.0%
Expense ratio.................... 41.8% 39.7% 39.5% 40.5% 44.4%
------ ------ ------ ------ ------
Combined ratio................... 100.4% 100.7% 97.2% 91.0% 120.4%
Combined ratio without
catastrophes.................. 90.0% 77.4% 78.7% 83.9% 92.0%
ALL LINES:(1)
Net premiums earned.............. $1,102 $1,045 $1,403 $1,354 $1,316
Loss ratio without
catastrophes.................. 62.6% 58.2% 58.0% 60.2% 62.5%
Loss ratio due to catastrophes... 2.3% 5.1% 4.0% 1.3% 5.2%
------ ------ ------ ------ ------
Loss ratio....................... 64.9% 63.3% 62.0% 61.5% 67.7%
Expense ratio.................... 38.8% 37.9% 38.8% 38.4% 37.2%
------ ------ ------ ------ ------
Combined ratio................... 103.7% 101.2% 100.8% 99.9% 104.9%
Combined ratio without
catastrophes.................. 101.4% 96.1% 96.8% 98.6% 99.7%
</TABLE>
- ---------------
(1) Loss adjustment expenses are reflected in the expense ratio.
AUTO COVERAGES. Auto insurance policies include coverages for private
passenger automobiles, utility automobiles and vans, motorcycles, motor homes,
antique or classic automobiles and trailers. Auto & Home offers common coverages
such as liability, uninsured motorist, no fault or personal injury protection
and collision and comprehensive coverages. Auto & Home also offers non-standard
auto insurance, which accounted for $114 million in net premiums earned in 1998.
HOMEOWNERS COVERAGES. Homeowners insurance provides protection for
homeowners, renters, condominium owners and residential landlords against losses
arising out of damage to dwellings and contents from a wide variety of perils,
as well as coverage for liability arising from ownership or occupancy.
Traditional insurance policies for dwellings represent most of Auto &
Home's homeowners policies providing protection for loss on a "replacement cost"
basis. These policies provide additional coverage for reasonable expenses for
normal living expenses incurred by policyholders who have been displaced from
their homes.
MARKETING AND DISTRIBUTION
Personal lines auto and homeowners insurance products are directly marketed
to employees through employer-sponsored programs. Auto & Home products are also
marketed and sold by the MetLife career agency sales force, independent agents
and Auto & Home specialists. For the year ended December 31, 1998,
employer-sponsored programs, the MetLife career agency force, independent
agents, Auto & Home specialists and other distribution channels accounted for
35.4%, 32.0%, 18.3%, 9.2% and 5.2%, respectively, of total net premiums earned
by the Auto & Home segment.
EMPLOYER-SPONSORED PROGRAMS. Net premiums earned through Auto & Home's
employer-sponsored distribution channel have grown from $269.7 million in 1994
to $496.1 million in 1998, a compound annual rate of 16.5%. Auto & Home is a
leading provider of employer-sponsored
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auto and homeowners products. At December 31, 1998, 788 employers offered our
Auto & Home products to their employees.
Institutional Business marketing representatives market the
employer-sponsored Auto & Home products to employers through a variety of means,
including broker referrals and cross-selling to our group customers. Once
endorsed by the employer, we commence marketing efforts to employees. Employees
who are interested in the group auto and homeowners products can call a
toll-free number for a quote, and can purchase coverage and authorize payroll
deduction over the telephone. Auto & Home has also developed proprietary
software that permits an employee to obtain a quote for group auto insurance
through Auto & Home's Internet website.
In the early 1990s, Auto & Home created a multi-tiered pricing structure
that permits Auto & Home to underwrite virtually any individual auto risk,
allowing us to offer a policy to virtually all of a company's employees. Auto &
Home's multi-tiered pricing structure for auto insurance permits us to write
classes of business for which other industry participants do not compete, or
compete solely by writing through multiple companies, which is less convenient
for employees and more expensive to administer.
RETAIL DISTRIBUTION CHANNELS. We market and sell Auto & Home products
through the MetLife career agency sales force, independent agents and Auto &
Home specialists. In recent years, we have increased our use of independent
agents and Auto & Home specialists to sell these products.
Independent agents. During the 1980s, Auto & Home expanded its
distribution strategy to include the use of independent agents. At December 31,
1998, Auto & Home maintained contracts with 2,134 agencies, employing
approximately 4,000 licensed agents. Independent agents have been the primary
source of new business production for Auto & Home's non-standard auto insurance
program.
Auto & Home specialists. Approximately 375 Auto & Home specialists sell
products for Auto & Home in 19 states. Auto & Home's strategy is to utilize Auto
& Home specialists, who are our employees, in geographic markets that are
underserved by our career agents. Auto & Home intends to increase the number of
Auto & Home specialists in many of the selected states on which we focus.
MetLife career agency system. Approximately 2,200 agents in the MetLife
career agency system sell Auto & Home insurance products. Sales of Auto & Home
products by agents have been declining since the early 1990s, due principally to
the reduction in the number of agents in our career agency sales force. See
"-- Individual Business -- Marketing and Distribution".
OTHER DISTRIBUTION CHANNELS. We believe that Auto & Home's experience with
direct response marketing in connection with the employer-sponsored marketing
distribution channel, plus the strength of the MetLife brand name, give Auto &
Home advantages that can successfully be used to establish a direct response
marketing operation. During late 1997 and early 1998, Auto & Home developed
pricing, underwriting, financial control and sales capabilities and information
technology for our auto products needed to enter the direct response marketing
distribution channel. In the third quarter of 1998, Auto & Home commenced direct
response marketing activities for our auto products in California, with plans to
expand to additional states in following years. The direct response marketing
channel will permit sales to be generated through sources such as target
mailings, broad advertising, affinity groups, career agent referrals, bank
relationships and the Internet.
In 1998, Auto & Home's lines of business were concentrated in the following
states, as measured by net premiums earned: Massachusetts ($235.8 million or
16.8% of total net premiums earned), New York ($210.1 million or 15.0%),
Connecticut ($92.1 million or 6.6%), Florida ($91.0 million or 6.5%) and Rhode
Island ($60.3 million or 4.3%).
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CLAIMS
Auto & Home's claims department includes approximately 1,600 employees
located in the home office, eleven field claim offices, four law department
house counsel offices and drive-in inspection and other sites throughout the
United States. These employees include claim adjusters, appraisers, attorneys,
managers, medical specialists, investigators, customer service representatives,
claim financial analysts and support staff. Claim adjusters, representing the
majority of employees, investigate, evaluate and settle over 520,000 claims
annually, principally by telephone.
Auto & Home seeks to control claims severity by using experienced
adjusters, medical management resources and preferred provider organizations.
Auto & Home also employs an expert software system incorporating a database of
expert medical opinions to evaluate the severity of bodily injury and uninsured
motorist bodily injury claims, which is licensed under an agreement that expires
in 2002.
Auto & Home is currently installing a new proprietary claims handling
system that uses technology with data mining capabilities to help claims
personnel provide service and control claims severity while limiting personnel
costs. The system has been used in five offices to date, and is expected to be
installed in the remaining offices this year.
INTERNATIONAL
International provides life insurance, accident and health insurance,
annuities and savings and retirement products to both individuals and groups,
and auto and homeowners coverage to individuals. We focus on the Asia/Pacific
region, Latin America and selected European countries. We currently have
insurance operations in South Korea, Taiwan, Hong Kong, Indonesia, Mexico,
Argentina, Brazil, Uruguay, Spain and Portugal. We operate in international
markets through subsidiary and branch operations, as well as through joint
ventures. In 1998, International had over two million customers.
INTERNATIONAL STRATEGY
We seek to develop a presence in international markets that are
experiencing significant demand for insurance products and where we believe we
can gain significant market share. We evaluate potential markets in terms of the
market opportunity, such as our ability to generate long-term profits, the
regulatory and competitive environment, and related market risk. We believe that
such markets provide us with the opportunity to realize higher growth rates and
higher profit margins than we might achieve domestically. Accordingly, we seek
higher rates of return on these operations. However, because these operations
are not yet mature, we focus not only on current earnings, but on building
embedded value. Our primary focus is on developing economies in Asia, Latin
America and Europe. We intend to expand our international operations by
continuing to make investments in countries in which we currently have
operations, as well as in selected new markets, either through start-up
operations or by acquisition.
As part of this strategy to focus on growth markets, as well as to divest
operations that would not meet our financial objectives, we disposed of
substantial portions of our operations in the U.K. in 1997 and in Canada in
1998. Both operations were located in mature, highly competitive and rapidly
consolidating markets in which market share gains were very difficult.
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<PAGE> 137
The following table sets forth selected data for International for the
periods indicated:
INTERNATIONAL(1)
<TABLE>
<CAPTION>
AT OR FOR THE
NINE MONTHS ENDED AT OR FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
----------------- ----------------------------
1999 1998 1998 1997 1996
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Premiums............................... $ 353 $ 308 $ 414 $ 444 $ 339
Deposits............................... $ 283 $ 218 $ 530 $ 162 $ 352
Assets................................. $2,676 $1,968 $2,324 $1,707 $1,797
Number of agents....................... 6,070 4,181 3,680 5,197 4,975
Number of countries.................... 10 8 8 8 6
</TABLE>
- ---------------
(1) Information in table excludes data for the U.K. and Canada. We disposed of
substantial portions of our operations in the U.K. in 1997 and in Canada in
1998.
ASIA/PACIFIC REGION
SOUTH KOREA. MetLife Saengmyoung Ltd., which became a wholly-owned
subsidiary in 1998, has more than 230,000 customers and sells individual life
insurance, savings and retirement and non-medical health products. The company
also sells group life and savings and retirement products. Premiums and deposits
for 1998 were $252.6 million.
TAIWAN. We launched our Taiwanese operations through a branch of
Metropolitan Insurance and Annuity Company in May 1989. The branch has more than
100,000 customers and sells individual life, accident, non-medical health, and
personal travel insurance products as well as group life, accident, and
non-medical health insurance products. Individual products are primarily sold
through career agents and through direct marketing, while group coverages are
sold through agents and brokers. Premiums and deposits for 1998 were $85.8
million.
HONG KONG. Metropolitan Life Insurance Company of Hong Kong Limited, which
was established in 1995, sells individual life insurance products through sales
agents. In 1998, we signed an agreement to distribute our products through an
established brokerage network. We also distribute our products in Hong Kong
through other brokers and general agents. In addition, we recently entered into
a marketing agreement with the local operations of The Chase Manhattan Bank to
offer insurance products to the credit card and retail banking customers of
Chase in Hong Kong.
INDONESIA. P.T. MetLife Sejahtera was established in November 1997 and
began selling its products in March 1998. The joint venture sells individual
life insurance products through a full-time agency sales force.
LATIN AMERICA
MEXICO. We expanded into Latin America in 1992 with the launching of
Seguros Genesis, S.A., a wholly-owned subsidiary, in Mexico. Seguros Genesis
sells individual and group insurance, as well as savings and retirement
products, through sales agents and brokers, and is now the fifth largest life
insurer in Mexico. Premiums and deposits for 1998 were $183.1 million.
ARGENTINA. We established our Argentine operations through Metropolitan
Life Seguros de Vida S.A. and Metropolitan Life Seguros de Retiro S.A. in 1994.
Through these affiliates we sell group life insurance products through
established brokers and directly to employers, and individual life insurance and
disability products through an agency sales force as well as through other
distribution channels, such as direct marketing and independent agent
franchises. In 1997,
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<PAGE> 138
we began to market group insurance and individual deferred and immediate
annuities and currently have over 300,000 customers. Premium and deposits for
1998 were $31.9 million.
BRAZIL. Metropolitan Life Seguros e Previdencia Privada, S.A., based in
Sao Paulo, was formed in 1997 and started business in early 1999, focusing on
group life and accident products.
URUGUAY. In July 1998, we established Metropolitan Life Seguros de Vida
S.A., and started business in early 1999, offering individual life insurance
products through an agency sales force.
EUROPE
SPAIN. We operate in Spain through a 50-50 joint venture with Banco
Santander Central Hispano, S.A., Spain's largest financial group. Our Spanish
affiliates sell personal life insurance, savings and retirement and non-life
insurance products through both their own agency sales force and the branch
network of Banco Santander. The affiliates operate under the "Genesis" brand. In
November 1995, Genesis launched a direct auto business (Genesis Auto) and there
are now over 70,000 Genesis Auto policyholders. Premiums and deposits for 1998
were $366.3 million.
PORTUGAL. In late 1992, we entered the market in Portugal through branches
of our Spanish joint venture subsidiaries. Genesis in Portugal distributes
personal life insurance, savings and retirement and non-life insurance products
through its agency sales force and the branch network of Banco Santander
Portugal. Premiums and deposits for 1998 were $22.8 million.
PROPOSED ACQUISITION OF GENAMERICA CORPORATION
BACKGROUND
On August 26, 1999, we announced that Metropolitan Life Insurance Company
had entered into an agreement to acquire GenAmerica Corporation for
approximately $1.2 billion in cash. GenAmerica is a leading provider of life
insurance, life reinsurance and other financial services to affluent
individuals, businesses, insurers and financial institutions. GenAmerica's
products and services include individual life insurance and annuities, life
reinsurance, institutional asset management, group life and health insurance and
administration, pension benefits administration and software products and
technology services for the life insurance industry. GenAmerica distributes its
products through approximately 1,000 agents in its independent general agency
system and approximately 2,000 agents and brokers in its alternative and
developing channels.
GenAmerica is a holding company which owns General American Life Insurance
Company. GenAmerica also owned, at September 30, 1999, approximately 53% of the
outstanding common stock of Reinsurance Group of America, Inc. ("RGA"), one of
the largest life reinsurers in the United States based on in-force premiums. In
addition, GenAmerica owns approximately 62% of Conning Corporation ("Conning"),
a manager of investments for General American Life and other insurer and pension
clients. On October 4, 1999, we announced that we had agreed to acquire an
additional $125 million of shares of RGA's common stock (representing
approximately 9.4% of the outstanding common stock) at $26.125 per share. Both
RGA and Conning are publicly traded.
We agreed to acquire GenAmerica after it developed liquidity problems and
General American Life was placed under administrative supervision by the
Missouri Department of Insurance. Prior to July 1999, General American Life
issued $6.8 billion of funding agreements, of which $3.4 billion and $1.7
billion were reinsured by ARM Financial Group, Inc. and RGA, respectively. These
reinsurance transactions were recorded using the deposit method of accounting.
These funding agreements guarantee the holder a return on principal at a stated
interest rate for a specified period of time. They also allow the holder to
"put" the agreement to General American Life for a payout of the principal and
interest within designated time periods of 7, 30 or 90 days.
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<PAGE> 139
In July 1999, Moody's Investors Services, Inc. downgraded the claims paying
ability rating of ARM due to the relative illiquidity of certain of its invested
assets, which resulted in General American Life recapturing the obligations and
assets related to the funding agreements reinsured by ARM. As a result of the
recapture, Moody's downgraded General American Life's claims paying ability
rating from A2 with a stable outlook to A3. Upon announcement of the downgrade,
a large number of funding agreement holders exercised puts of agreements having
outstanding principal amounts aggregating approximately $5 billion. General
American Life was unable to liquidate sufficient assets in an orderly fashion
without incurring significant losses. General American Life notified the
Missouri Department of Insurance of a liquidity crisis on August 10, 1999 and
the Department placed General American Life under administrative supervision.
Shortly thereafter, General American Mutual Holding Company, the parent of
GenAmerica, entered into discussions with us and several other companies for the
sale of GenAmerica. Those discussions culminated in our execution of a stock
purchase agreement with General American Mutual Holding Company on August 26,
1999.
REASONS FOR THE ACQUISITION
GenAmerica offers us a strategic opportunity to expand our Individual
Business distribution system. GenAmerica's independent general agency system,
which principally targets affluent individuals, complements the current MetLife
and New England distribution systems. GenAmerica also provides us with
relationships with regional networks of broker-dealers and a strong geographic
presence in the midwest. Additionally, GenAmerica has been a leader in supplying
technology to the life insurance industry, having developed a number of
sophisticated software products and technology services that are used by a
number of life insurers. Finally, the acquisition of RGA and Conning allows us
to expand our opportunities in the life reinsurance and investment management
businesses. GenAmerica's consolidated net income grew from $27.8 million in 1994
to $113.4 million in 1998, a compound annual rate of 42.1%.
TERMS OF ACQUISITION
Metropolitan Life Insurance Company has agreed to acquire all of the
outstanding stock of GenAmerica from its parent, General American Mutual Holding
Company, for $1.2 billion in cash, subject to possible purchase price
adjustments which are solely related to the timing of the closing of the
acquisition. We will have a first priority perfected security interest in the
purchase price proceeds to cover losses that we incur for which General American
Mutual Holding Company has indemnified us under the stock purchase agreement.
Such indemnified losses include breaches of representations and warranties,
certain legal proceedings brought within three years after the date of closing,
alleged breaches of General American Life's funding agreements and guaranteed
interest contracts and the acceleration of payments under certain compensation
arrangements and benefit plans. Amounts will be released to General American
Mutual Holding Company over time, but, subject to holdbacks for disputed pending
or threatened claims existing at that time, no later than the third anniversary
of the closing date. Costs incurred in connection with any matter covered by the
seller's indemnification will be recorded as expenses in our consolidated
statement of income in the period they are incurred. Recoveries of such costs
will be evaluated and estimated independently of the costs incurred and will be
recorded in Metropolitan Life Insurance Company's consolidated statement of
income for the period recovery is probable.
In connection with the acquisition, we offered each holder of a General
American Life funding agreement the option to exchange its funding agreement for
a MetLife funding agreement with substantially identical terms and conditions or
receive cash equal to the principal amount of the funding agreement and accrued
interest. Holders of approximately $5.1 billion of the total $5.7 billion of
General American Life's remaining funding agreement liabilities elected to
receive cash. We completed the funding agreement exchange offer on September 29,
1999. In consideration of
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this exchange offer, General American Life transferred to Metropolitan Life
Insurance Company assets selected by Metropolitan Life Insurance Company and
General American Life having a market value equal to the market value of the
funding agreement liabilities. In addition, General American Life paid $40
million to Metropolitan Life Insurance Company representing the first
installment of a $120 million risk premium that is payable in three
installments. Following the closing of the transaction, Metropolitan Life
Insurance Company will make a capital contribution of $120 million to General
American Life. The risk premium will be considered as part of the purchase price
to be allocated to the fair value of assets and liabilities acquired. In the
event the transaction is not consummated, the $120 million risk premium will be
considered part of the purchase of the funding agreement business and will be
recognized in Metropolitan Life Insurance Company's consolidated statement of
income in relation to the amount of outstanding funding agreements. In addition,
Metropolitan Life Insurance Company has coinsured new and certain existing
business of General American Life and some of its affiliates.
Our acquisition of GenAmerica is subject to a number of regulatory
approvals, termination rights and other closing conditions. General American
Life has agreed to implement the acquisition pursuant to a reorganization
proceeding under Missouri Law, its state of domicile. The Director of the
Missouri Department of Insurance and the court hearing the reorganization
proceeding have approved the acquisition, which must also receive other standard
regulatory approvals. Additionally, we have a number of termination rights,
including the right to terminate if General American Life is placed in
rehabilitation proceedings and such proceedings are not completed within 21
days, or a longer period in our sole discretion. In addition, we may terminate
the stock purchase agreement if a change has occurred that fundamentally impairs
in a manner that cannot be remedied within a reasonable period of time the core
business operations of GenAmerica and its subsidiaries, taken as a whole. The
acquisition is also subject to standard closing conditions such as the
representations and warranties being true and correct and all third party
approvals being obtained. Accordingly, there is a risk that we will be unable to
consummate the transaction.
FINANCING
We will finance the acquisition of GenAmerica stock from available funds
and the proceeds from the issuance of commercial paper. We expect to use a
portion of the proceeds from the initial public offering and any other capital
raising transactions completed on the plan effective date to repay a portion of
this debt.
In addition, we incurred approximately $3.2 billion of short-term debt,
consisting primarily of commercial paper, in connection with our exchange offer
to holders of General American Life funding agreements. On September 29, 1999,
MetLife Funding, Inc. and Metropolitan Life Insurance Company obtained an
additional committed credit facility for $5 billion, which serves as back-up for
this commercial paper.
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<PAGE> 141
BUSINESS OF GENAMERICA
GenAmerica is organized into four major business segments: Life Insurance
and Annuity; Life Reinsurance; Institutional Asset Management; and Insurance
Services and Related Businesses. GenAmerica also maintains a Corporate and
Consolidation/Elimination segment through which it reports items that are not
directly allocable to any of its business segments, primarily home office
general and administrative expenses and interest expense on long-term debt. This
segment includes the elimination of all inter-segment amounts. The accounting
policies of these segments, including inter-segment transactions, are
consistent, in all material respects, with those described in MetLife's
consolidated financial statements. The following table sets forth selected data
for GenAmerica and for each of GenAmerica's segments for the periods indicated:
<TABLE>
<CAPTION>
AT OR FOR THE NINE MONTHS AT OR FOR THE YEAR ENDED
ENDED SEPTEMBER 30, DECEMBER 31,
------------------------- ---------------------------------
1999 1998 1998 1997 1996
----------- ----------- --------- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME AND BALANCE
SHEET DATA:
Total revenues................. $ 2,935.9 $ 2,754.9 $ 3,863.6 $ 3,192.9 $ 2,763.0
Operating income(1)............ 84.5 72.6 120.9 98.9 74.9
Net income (loss).............. (97.4) 71.4 113.5 96.2 83.2
Assets......................... 22,602.0 27,206.0 28,949.2 23,947.2 18,896.6
Policyholder liabilities....... 14,095.4 19,217.5 20,559.0 16,995.7 13,754.3
Separate account liabilities... $ 5,971.2 $ 4,624.3 $ 5,194.9 $ 4,052.0 $ 2,810.9
SEGMENT DATA:(2)
LIFE INSURANCE AND ANNUITY:
Total revenues................. $ 1,065.5 $ 1,073.8 $ 1,497.6 $ 1,350.7 $ 1,229.1
Operating income(1)............ 39.4 34.8 52.5 41.3 39.3
Net income..................... 29.1 33.9 51.9 45.1 38.3
Assets......................... $14,326.4 $13,487.8 $14,256.9 $13,333.9 $11,905.3
LIFE REINSURANCE:
Total revenues................. $ 1,264.9 $ 1,051.9 $ 1,503.1 $ 1,071.8 $ 830.1
Operating income(1)............ 38.7 30.6 49.3 43.7 34.0
Net income..................... 12.9 31.0 34.1 32.5 32.7
Assets......................... $ 5,194.6 $ 5,992.0 $ 6,329.6 $ 4,680.5 $ 2,896.9
INSTITUTIONAL ASSET MANAGEMENT:
Total revenues................. $ 32.9 $ 140.9 $ 191.1 $ 137.1 $ 100.2
Operating income(1)............ 23.6 11.9 15.9 12.5 9.5
Net income (loss).............. (157.7) 12.6 15.7 13.2 10.8
Assets......................... $ 135.8 $ 6,262.1 $ 7,108.1 $ 4,293.0 $ 2,226.9
INSURANCE SERVICES AND RELATED
BUSINESSES:
Total revenues................. $ 598.8 $ 520.1 $ 691.6 $ 645.7 $ 599.6
Operating income(1)............ 9.6 6.1 10.8 10.7 1.3
Net income..................... 40.9 5.9 12.7 12.4 2.5
Assets......................... $ 3,161.7 $ 2,955.7 $ 2,994.8 $ 2,663.0 $ 2,089.8
CORPORATE AND CONSOLIDATION/
ELIMINATION:
Total revenues................. $ (26.2) $ (31.8) $ (19.8) $ (12.4) $ 4.0
Operating loss................. (26.8) (10.8) (7.6) (9.3) (9.2)
Net loss....................... (22.6) (12.0) (0.9) (7.0) (1.1)
Assets......................... $ (216.5) $(1,491.6) $(1,740.2) $(1,023.2) $ (222.3)
</TABLE>
- ---------------
(1) Operating income is calculated as net income (loss) less (i) realized
investment gains and losses, (ii) GenAmerica's share of RGA's gains or
losses on operations that are classified as discontinued in RGA's
consolidated financial statements, but included in GenAmerica's
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operating income (loss), (iii) surplus tax, and (iv) fees to exit the
funding agreement business. Realized investment gains and losses have been
adjusted for (a) deferred policy acquisition amortization to the extent that
such amortization results from realized investment gains and losses and (b)
additions to future policy benefits resulting from the need to establish
additional liabilities due to the recognition of investment gains. This
presentation may not be comparable to presentations made by other insurers.
The following provides a reconciliation of net income (loss) to operating
income for GenAmerica consolidated:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
--------------- --------------------------
1999 1998 1998 1997 1996
------ ----- ------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Net income (loss)........................................... $(97.4) $71.4 $113.5 $ 96.2 $ 83.2
Adjustments to reconcile net income (loss) to operating
income
Gross realized investment (gains) losses.................. 170.0 (5.6) (12.4) (28.4) (24.2)
Income tax on gross realized investment gains and
losses.................................................. (40.4) 1.9 3.9 10.0 8.4
------ ----- ------ ------ ------
Realized investment (gains) losses, net of income tax... 129.6 (3.7) (8.5) (18.4) (15.8)
------ ----- ------ ------ ------
Amounts allocated to investment gains and losses.......... (12.7) (0.8) (0.5) 6.8 1.6
Income tax on amounts allocated to investment gains and
losses.................................................. 4.4 0.3 0.2 (2.4) (0.6)
------ ----- ------ ------ ------
Amount allocated to investment gains and losses, net of
income tax............................................ (8.3) (0.5) (0.3) 4.4 1.0
------ ----- ------ ------ ------
Loss from discontinued operations, net of income tax...... 4.4 0.8 16.2 11.4 1.7
------ ----- ------ ------ ------
Surplus tax............................................... -- 4.6 -- 5.3 4.8
------ ----- ------ ------ ------
Fees to exit funding agreement business, net of income tax
of $17.3................................................ 56.2 -- -- -- --
------ ----- ------ ------ ------
Operating income............................................ $ 84.5 $72.6 $120.9 $ 98.9 $ 74.9
====== ===== ====== ====== ======
</TABLE>
The following provides a reconciliation of net income to operating income
for the Life Insurance and Annuity segment of GenAmerica:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
---------------- ----------------------
1999 1998 1998 1997 1996
------ ----- ----- ------ -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Net income.................................................. $ 29.1 $33.9 $51.9 $ 45.1 $38.3
Adjustments to reconcile net income to operating income:
Gross realized investments (gains) losses................. 28.7 1.1 1.1 (15.1) (3.7)
Income tax on gross realized investment gains and
losses.................................................. (10.1) (0.5) (0.3) 5.3 1.3
------ ----- ----- ------ -----
Realized investment (gains) losses, net of income tax... 18.6 0.6 0.8 (9.8) (2.4)
------ ----- ----- ------ -----
Amounts allocated to investment gains and losses.......... (12.8) (0.8) (0.4) 6.8 1.4
Income tax on amounts allocated to investment gains and
losses.................................................. 4.5 0.3 0.2 (2.4) (0.5)
------ ----- ----- ------ -----
Amount allocated to investment gains and losses, net of
income tax............................................ (8.3) (0.5) (0.2) 4.4 0.9
------ ----- ----- ------ -----
Surplus tax............................................... -- 0.8 -- 1.6 2.5
------ ----- ----- ------ -----
Operating income............................................ $ 39.4 $34.8 $52.5 $ 41.3 $39.3
====== ===== ===== ====== =====
</TABLE>
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The following provides a reconciliation of net income to operating income
for the Life Reinsurance segment of GenAmerica:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
--------------- -----------------------
1999 1998 1998 1997 1996
------ ----- ----- ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Net income.................................................. $ 12.9 $31.0 $34.1 $32.5 $32.7
Adjustments to reconcile net income to operating income:
Gross realized investment (gains) losses.................. 33.0 (2.0) (1.7) (0.3) (0.6)
Income tax on gross realized investment gains and
losses.................................................. (11.6) 0.8 0.7 0.1 0.2
------ ----- ----- ----- -----
Realized investment (gains) losses, net of income tax... 21.4 (1.2) (1.0) (0.2) (0.4)
------ ----- ----- ----- -----
Loss from discontinued operations, net of income tax...... 4.4 0.8 16.2 11.4 1.7
------ ----- ----- ----- -----
Operating income............................................ $ 38.7 $30.6 $49.3 $43.7 $34.0
====== ===== ===== ===== =====
</TABLE>
The following provides a reconciliation of net income to operating income
for the Institutional Asset Management segment of GenAmerica:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
---------------- -----------------------
1999 1998 1998 1997 1996
------- ----- ----- ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Net income (loss)........................................... $(157.7) $12.6 $15.7 $13.2 $10.8
Adjustments to reconcile net income to operating income
Gross realized investment (gains) losses.................. 163.2 (1.4) 0.3 (1.3) (2.1)
Income tax on gross realized investment gains and
losses.................................................. (38.1) 0.5 (0.1) 0.4 0.7
------- ----- ----- ----- -----
Realized investment (gains) losses, net of income tax... 125.1 (0.9) 0.2 (0.9) (1.4)
------- ----- ----- ----- -----
Surplus tax............................................. -- 0.2 -- 0.2 0.1
------- ----- ----- ----- -----
Fees to exit funding agreement business, net of income tax
of $17.3................................................ 56.2 -- -- -- --
------- ----- ----- ----- -----
Operating income............................................ $ 23.6 $11.9 $15.9 $12.5 $ 9.5
======= ===== ===== ===== =====
</TABLE>
The following provides a reconciliation of net income to operating income
for the Insurance Service segment of GenAmerica:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
--------------- -----------------------
1999 1998 1998 1997 1996
------ ----- ----- ----- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Net income.................................................. $ 40.9 $ 5.9 $12.7 $12.4 $ 2.5
Adjustments to reconcile net income to operating income
Gross realized investment gains........................... (48.2) (0.5) (2.1) (3.8) (3.7)
Income tax on gross realized investment gains............. 17.0 0.3 0.3 1.3 1.3
------ ----- ----- ----- -----
Realized investment gains, net of income tax............ (31.2) (0.2) (1.8) (2.5) (2.4)
------ ----- ----- ----- -----
Amounts allocated to investment gains..................... (0.1) -- (0.1) -- 0.2
Income tax on amounts allocated to investment gains....... -- -- -- -- (0.1)
------ ----- ----- ----- -----
Amount allocated to investment gains, net of income
tax................................................... (0.1) -- (0.1) -- 0.1
------ ----- ----- ----- -----
Surplus tax............................................... -- 0.4 -- 0.8 1.1
------ ----- ----- ----- -----
Operating income............................................ $ 9.6 $ 6.1 $10.8 $10.7 $ 1.3
====== ===== ===== ===== =====
</TABLE>
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The following provides a reconciliation of net loss to operating loss for
the Corporate & Consolidation/Elimination segment of GenAmerica:
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED FOR THE YEARS ENDED
SEPTEMBER 30, DECEMBER 31,
---------------- --------------------------
1999 1998 1998 1997 1996
------ ------ ------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Net loss................................................... $(22.6) $(12.0) $ (0.9) $ (7.0) $ (1.1)
Adjustments to reconcile net loss to operating loss
Gross realized investment losses......................... (6.7) (2.8) (10.0) (7.9) (14.1)
Income tax on gross realized investment losses........... 2.5 0.8 3.3 2.9 4.9
------ ------ ------ ------ ------
Realized investment losses, net of income tax.......... (4.2) (2.0) (6.7) (5.0) (9.2)
------ ------ ------ ------ ------
Surplus tax.............................................. -- 3.2 -- 2.7 1.1
------ ------ ------ ------ ------
Operating loss............................................. $(26.8) $(10.8) $ (7.6) $ (9.3) $ (9.2)
====== ====== ====== ====== ======
</TABLE>
We believe the supplemental operating information presented above allows
for a more complete analysis of results of operations. Realized investment gains
and losses have been excluded due to their volatility between periods and
because such data are often excluded when evaluating the overall financial
performance of insurers. Operating income should not be considered as a
substitute for any GAAP measure of performance. Our method of calculating
operating income may be different from the method used by other companies and
therefore comparability may be limited.
(2) Segment data does not include consolidation and elimination entries
related to intersegment amounts.
After General American Life was placed under administrative supervision by
the Missouri Department of Insurance, sales of new insurance policies and
annuity contracts by GenAmerica declined significantly and surrender levels for
existing policyholders and annuity owners increased. Although we intend to
quickly integrate GenAmerica into our existing operations, we cannot guarantee
that following the acquisition we will be able to do so or that sales by
GenAmerica of new insurance policies and annuity contracts and surrender rates
for existing policies and contracts will return to pre-supervision levels.
GenAmerica incurred a loss in the third quarter, principally due to losses from
the sale of invested assets to meet funding agreement and other policy
obligations and the write-down of assets to their current market value; there
can be no assurance that future profitability will not be adversely affected.
LIFE INSURANCE AND ANNUITY. GenAmerica's Life Insurance and Annuity
segment, which represented approximately 39% of GenAmerica's total revenues in
1998, offers a wide variety of life insurance and annuity products to individual
customers. GenAmerica's individual life insurance products consist of universal
and variable universal life, whole life and term life. GenAmerica's annuity
products consist of variable annuities and fixed annuities. GenAmerica sells
these products primarily to professionals, business owners and other affluent
individuals, resulting in an average face value of approximately $340,000, one
of the highest average face values per policy in the insurance industry.
GenAmerica uses multiple distribution channels to sell its life insurance
and annuity products, including approximately 290 independent general agents,
representing a total of approximately 1,000 agents in its independent general
agency system and approximately 2,000 agents and brokers in its alternative and
developing channels. GenAmerica markets its various products through additional
channels, including consultants, insurance brokers and worksite, affinity group
and direct marketing to businesses and affluent individuals.
The Life Insurance and Annuity segment's revenues grew from $1.2 billion in
1996 to $1.5 billion in 1998, a compound annual rate of 11.8%. Its operating
income grew at a compound
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annual rate of 15.6% over the same period, from $39.3 million in 1996 to $52.5
million in 1998, while its net income grew at a compound annual rate of 16.4%
from $38.3 million in 1996 to $51.9 million in 1998.
LIFE REINSURANCE. GenAmerica's Life Reinsurance segment, which represented
approximately 39% of GenAmerica's total revenues in 1998, sells reinsurance
products to life insurers in the U.S. and internationally. GenAmerica conducts
this business through its publicly traded subsidiary RGA. RGA is one of the
largest life reinsurers in North America based on in-force business. It markets
life reinsurance primarily to the largest U.S. life insurance companies and, in
1998, held treaties with most of the top 100 U.S. life insurers. U.S. insurers
accounted for 70.5% of RGA's net premiums in 1998. Outside of the U.S., RGA
operates principally in Canada, Latin America and the Asia Pacific region. These
international operations are rapidly expanding and accounted for 29.5% of RGA's
net premiums in 1998.
RGA's business principally consists of traditional, mortality-based
reinsurance, written on both facultative and automatic treaty bases. RGA also
writes non-traditional reinsurance, including asset intensive products and
financial reinsurance. RGA distributes these products and services in the U.S.
through a regionalized direct sales force and internationally primarily through
a direct sales force located in the respective international locations. RGA also
makes limited use of reinsurance intermediaries and brokers to help supplement
sales to its targeted market.
This segment's revenues have grown at a compound annual rate of 34.3% from
$830.1 million in 1996 to $1.5 billion in 1998. Its operating income grew at a
compound annual rate of 20.4% from $34.0 million in 1996 to $49.3 million in
1998, while its net income grew at a compound annual rate of 2.1%, from $32.7
million in 1996 to $34.1 million in 1998.
INSTITUTIONAL ASSET MANAGEMENT. GenAmerica's Institutional Asset
Management segment, which represented approximately 5% of GenAmerica's total
revenues in 1998, offers asset management and related products and services
primarily to the insurance industry. GenAmerica conducts its asset management
business through Conning. Conning's assets under management grew from $20.7
billion in 1996 to $29.6 billion in 1998, a compound annual rate of 19.6%. At
December 31, 1998, of Conning's $29.6 billion of assets under management,
approximately $17.2 billion, or 58.1%, were GenAmerica assets.
The products and services provided by Conning consist of: (1) institutional
asset management and related services; (2) private equity funds; (3) mortgage
loan origination and real estate management; and (4) insurance industry
research. Also reported in the Institutional Asset Management segment are the
results relating to GenAmerica's funding agreement business. GenAmerica exited
the funding agreement business on September 29, 1999. See "--Terms of
Acquisition".
The Institutional Asset Management segment's revenues grew from $100.2
million in 1996 to $191.1 million in 1998, a compound annual rate of 38.1%. Its
operating income grew from $9.5 million to $15.9 million, a compound annual rate
of 29.4%, over the same period, while its net income grew at a compound annual
rate of 20.6% from $10.8 million in 1996 to $15.7 million in 1998.
INSURANCE SERVICES AND RELATED BUSINESSES. GenAmerica's Insurances
Services and Related Businesses segment, which represented approximately 18% of
total revenues in 1998, provides administrative services and insurance products
for employers and their employees, as well as software products and technology
services to companies in the life insurance industry.
In its administrative services business, GenAmerica provides administrative
support services to employer sponsored health plans and investment products and
investment, administrative and consulting services to 401(k) and pension plans.
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<PAGE> 146
GenAmerica offers a variety of group insurance products, including medical
stop loss insurance, group life and accidental death and dismemberment
insurance, long-term disability insurance and administration of insurance
products.
Through its wholly-owned subsidiary NaviSys, GenAmerica also provides
software products and technology services that include life and annuity
administration systems, insurance underwriting systems, sales illustration
software, and electronic commerce and Internet-related products and services.
The Insurance Services and Related Businesses segment's revenues were
$691.6 million in 1998. Its operating income grew from $1.3 million in 1996 to
$10.8 million in 1998, while its net income grew from $2.5 million in 1996 to
$12.7 million in 1998.
GENAMERICA INVESTMENTS
GenAmerica had total consolidated assets at September 30, 1999 of $22.6
billion. Of its total consolidated assets, $16.6 billion were held in the
general accounts of its insurance subsidiaries while the remaining $6.0 billion
were held in the separate accounts of its insurance subsidiaries. Of the $16.6
billion of assets held in the general accounts, $13.4 billion consisted of cash
and invested assets.
The following table summarizes the consolidated cash and invested assets
held in the general accounts of GenAmerica's insurance subsidiaries at the dates
indicated.
INVESTED ASSETS
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, -----------------------------------------------
1999 1998 1997
---------------------- ---------------------- ----------------------
CARRYING CARRYING CARRYING
VALUE % OF TOTAL VALUE % OF TOTAL VALUE % OF TOTAL
-------- ---------- -------- ---------- -------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Fixed maturity
securities(1)............... $ 7,358.2 55.0% $11,230.9 65.4% $ 9,212.5 63.9%
Equity securities(1).......... 47.5 0.4 38.8 0.2 24.2 0.2
Commercial mortgage loans..... 1,598.0 12.0 2,337.5 13.6 2,140.3 14.9
Policy loans.................. 2,185.0 16.4 2,151.0 12.5 2,073.2 14.4
Real estate................... 140.0 1.0 129.9 0.8 140.1 0.9
Other invested assets......... 956.8 7.2 457.6 2.7 243.9 1.7
Short-term investments........ 77.7 0.6 200.4 1.2 194.6 1.3
Cash and cash equivalents..... 988.1 7.4 619.5 3.6 382.3 2.7
--------- ----- --------- ----- --------- -----
Total invested assets......... $13,351.3 100.0% $17,165.6 100.0% $14,411.1 100.0%
========= ===== ========= ===== ========= =====
</TABLE>
- ---------------
(1) All fixed maturity securities and equity securities are classified as
available for sale and carried at fair market value.
The yield on general account invested assets (including net realized gains and
losses on investments) was 6.6%, 7.3%, and 7.5% for the nine-month period ended
September 30, 1999 and the years ended December 31, 1998 and 1997, respectively.
FIXED-MATURITY SECURITIES. Fixed-maturity securities consist of publicly
traded and privately placed debt securities, primarily of United States
corporations, mortgage-backed securities, asset-backed securities and
obligations of the Canadian government and provinces. The portion of funds
invested in Canadian dollar obligations supports corresponding Canadian
liabilities. Fixed-maturity securities represented approximately 55.0%, 65.4%
and 63.9% of GenAmerica's total invested assets at September 30, 1999, and at
December 31, 1998 and 1997, respectively.
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<PAGE> 147
The following table summarizes GenAmerica's total fixed-maturity securities
by NAIC designation or if not rated by the NAIC, by the comparable rating of
Moody's or S&P, or if not rated by Moody's or S&P, by GenAmerica's internal
rating system.
TOTAL FIXED MATURITY SECURITIES BY CREDIT QUALITY
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, ---------------------------------------------------------------
1999 1998 1997
RATING AGENCY ------------------------------ ------------------------------ ------------------------------
NAIC EQUIVALENT AMORTIZED % OF ESTIMATED AMORTIZED % OF ESTIMATED AMORTIZED % OF ESTIMATED
DESIGNATION DESIGNATION COST TOTAL FAIR VALUE COST TOTAL FAIR VALUE COST TOTAL FAIR VALUE
- ----------- ------------- --------- ----- ---------- --------- ----- ---------- --------- ----- ----------
($ IN MILLIONS)
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Aaa/Aa/A........ $ 4,282.5 55.9% $ 4,208.9 $ 6,842.0 62.8% $ 7,157.5 $5,515.1 62.5% $5,806.5
2 Baa............. 2,909.0 38.0 2,750.9 3,555.4 32.6 3,619.1 2,880.1 32.6 2,980.4
3 Bb.............. 373.7 4.9 336.1 400.9 3.7 378.1 359.4 4.1 359.5
4 B............... 52.2 0.7 38.7 64.1 0.6 47.2 53.1 0.6 50.4
5 Caa and lower... 34.1 0.4 19.3 31.1 0.3 25.3 15.1 0.2 15.1
6 In or near
default......... 7.1 0.1 4.3 4.1 0.0 3.7 0.5 0.0 0.6
--------- ----- --------- --------- ----- --------- -------- ----- --------
Total fixed maturity
securities............... $ 7,658.6 100.0% $ 7,358.2 $10,897.6 100.0% $11,230.9 $8,823.3 100.0% $9,212.5
========= ===== ========= ========= ===== ========= ======== ===== ========
</TABLE>
Mortgage-backed securities and asset-backed securities represented
approximately 17.4%, 20.2%, and 21.1% of GenAmerica's total invested assets at
September 30, 1999, and December 31, 1998 and 1997, respectively. GenAmerica
invests in pass-through and collateralized mortgage obligations collateralized
by the Federal National Mortgage Association, the Federal Home Loan Mortgage
Corporation, Governmental National Mortgage Association and Canadian Housing
Authority collateral. The following table sets forth the types of mortgage-
backed securities, as well as other asset-backed securities, held by GenAmerica
as of the dates indicated.
MORTGAGE AND ASSET-BACKED SECURITIES
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, --------------------
1999 1998 1997
---------------- ---- ----
($ IN MILLIONS)
<S> <C> <C> <C>
CMOs................................................. $ 757.8 $1,584.2 $1,874.0
Commercial mortgage-backed securities................ 188.5 211.9 162.3
Principal only/interest only......................... 30.8 1.8 8.3
Other mortgage-backed securities(1).................. 32.4 42.8 557.8
Asset-backed securities(1)........................... 1,312.1 1,632.8 440.1
-------- -------- --------
Total mortgage-backed securities and asset-backed
securities......................................... $2,321.6 $3,473.5 $3,042.5
======== ======== ========
</TABLE>
- ---------------
(1) The decrease in "Other mortgage-backed securities" between December 31, 1998
and 1997, and the increase in "Asset-backed securities" over this period was
due primarily to a reclassification of some mortgage-backed securities as
asset-backed securities in 1998.
COMMERCIAL MORTGAGE LOANS. GenAmerica's commercial mortgage loan portfolio
comprised 12.0%, 13.6%, and 14.9% of its total invested assets at September 30,
1999 and December 31, 1998 and 1997, respectively. During the nine months ended
September 30, 1999, and the years ended December 31, 1998 and 1997, the average
yield on its commercial mortgage loans was 9.9%, 8.4%, and 9.1% per year,
respectively.
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<PAGE> 148
The carrying value of commercial mortgage loans at September 30, 1999 was
$1.6 billion. This amount is net of valuation allowances aggregating $29.0
million. The net valuation allowances represent GenAmerica's best estimate of
the cumulative impairments on these loans at that date. However, there can be no
assurance that increases in valuation allowances will not be necessary. Any such
increases may have a material adverse effect on GenAmerica's financial position
and results of operations.
At September 30, 1999, the carrying value of potential problem, problem,
and restructured commercial mortgage loans was $55.3 million, $24.3 million and
$1.7 million, respectively, net of valuation allowances of $29.0 million in the
aggregate.
Gross interest income on restructured commercial mortgage loan balances
that would have been recorded in accordance with the loans' original terms was
approximately $0.1 million, $1.6 million, and $3.7 million for the nine months
ended September 30, 1999 and for the years ended December 31, 1998 and 1997,
respectively.
The following table presents the carrying amounts of potential problem,
problem, and restructured commercial mortgages relative to the carrying value of
all commercial mortgages as of the dates indicated.
POTENTIAL PROBLEM, PROBLEM AND RESTRUCTURED COMMERCIAL MORTGAGES AT CARRYING
VALUE
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, --------------------
1999 1998 1997
---------------- ---- ----
<S> <C> <C> <C>
Total commercial mortgages........................... $1,598.0 $2,337.5 $2,140.3
======== ======== ========
Potential problem commercial mortgages (In process of
foreclosure)....................................... $ 55.3 $ 85.2 $ 127.3
Problem commercial mortgages (Delinquent)............ 24.3 20.1 8.7
Restructured commercial mortgages.................... 1.7 29.5 23.5
-------- -------- --------
Total potential problem, problem and restructured
commercial mortgages............................... $ 81.3 $ 134.8 $ 159.5
======== ======== ========
Total potential problem, problem and restructured
commercial mortgages as a percent of total
commercial mortgages............................... 5.1% 5.8% 7.5%
======== ======== ========
</TABLE>
FUTURE POLICY BENEFITS
For all of our product lines, we establish, and carry as liabilities,
actuarially determined amounts that are calculated to meet our policy
obligations at such time as an annuitant takes income, a policy matures or
surrenders or an insured dies or becomes disabled. We compute the amounts for
future policy benefits in our consolidated financial statements in conformity
with generally accepted accounting principles.
We distinguish between short duration and long duration contracts. Short
duration contracts arise from our group life and group dental business. The
liability for future policy benefits for short duration contracts consists of
gross unearned premiums as of the valuation date and the discounted amount of
the future payments on pending claims as of the valuation date. Our long
duration contracts consist of traditional life, term, non-participating whole
life, individual disability income, group long-term disability and long-term
care contracts. We determine future policy benefits for long duration contracts
using assumptions based on current experience, plus a margin for adverse
deviation for these policies. Where they exist, we amortize deferred policy
acquisition costs in relation to the associated premium.
We also distinguish between investment contracts, limited pay contracts and
universal life type contracts. The future policy benefits for these products
primarily consist of policyholders'
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<PAGE> 149
account balances. We also establish liabilities for future policy benefits
(associated with base policies and riders, unearned mortality charges and future
disability benefits), for other policyholder funds (associated with unearned
revenues and claims payable) and for unearned revenue (the unamortized portion
of front-end loads charged). Investment contracts primarily consist of
individual annuity and certain group pension contracts that have limited or no
mortality risk. We amortize the deferred policy acquisition costs on these
contracts in relation to estimated gross profits. Limited pay contracts
primarily consist of single premium immediate individual and group pension
annuities. For limited pay contracts, we defer the excess of the gross premium
over the net premium and recognize such excess into income in relation to
anticipated future benefit payments. Universal life type contracts consist of
universal and variable life contracts. We amortize deferred policy acquisition
costs for limited pay and universal type contracts using the product's estimated
gross profits. For universal life type contracts with front-end loads, we defer
the charge and amortize the unearned revenue using the product's estimated gross
profits.
The liability for future policy benefits for our participating traditional
life insurance is the net level reserve using the policy's guaranteed mortality
rates and the dividend fund interest rate or nonforfeiture interest rate, as
applicable. We amortize deferred policy acquisition costs in relation to the
product's estimated gross margins.
We establish liabilities to account for the estimated ultimate costs of
losses and LOSS ADJUSTMENT EXPENSES ("LAE") for claims that have been reported
but not yet settled, and claims incurred but not reported for the Auto & Home
segment. We base unpaid losses and loss adjustment expenses on:
- case estimates for losses reported on direct business, adjusted in the
aggregate for ultimate loss expectations;
- estimates of incurred but not reported losses based upon past experience;
- estimates of losses on insurance assumed primarily from involuntary
market mechanisms; and
- estimates of future expenses to be incurred in settlement of claims.
We deduct estimated amounts of salvage and subrogation from unpaid losses and
loss adjustment expenses. Implicit in all these estimates are underlying
inflation assumptions because we determine all estimates using expected actual
amounts to be paid. We derive estimates for development of reported claims and
for incurred but not reported claims principally from actuarial analyses of
historical patterns of claims and development for each line of business.
Similarly, we derive estimates of unpaid loss adjustment expenses principally
from actuarial analyses of historical development patterns of the relationship
of loss adjustment expenses to losses for each line of business. We anticipate
ultimate recoveries from salvage and subrogation principally on the basis of
historical recovery patterns.
Pursuant to state insurance laws, our insurance subsidiaries also establish
STATUTORY RESERVES, carried as liabilities, to meet their obligations on their
policies. We establish these statutory reserves in amounts sufficient to meet
our policy and contract obligations, when taken together with expected future
premiums and interest at assumed rates. Statutory reserves generally differ from
liabilities for future policy benefits determined using generally accepted
accounting principles.
New York insurance law and regulations require us to submit to the
Superintendent of Insurance, with each annual report, an opinion and memorandum
of a "qualified actuary" that the statutory reserves and related actuarial
amounts recorded in support of specified policies and contracts, and the assets
supporting such statutory reserves and related actuarial amounts, make adequate
provision for our statutory liabilities with respect to these obligations.
Due to the nature of the underlying risks and the high degree of
uncertainty associated with the determination of our liabilities, we cannot
precisely determine the amounts that we will ultimately pay with respect to
these liabilities, and the ultimate amounts may vary from the
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<PAGE> 150
estimated amounts, particularly when payments may not occur until well into the
future. However, we believe our liabilities for future benefits adequately cover
the ultimate benefits. We periodically review our estimates for liabilities for
future benefits and compare them with our actual experience. We revise our
estimates when we determine that future expected experience differs from
assumptions used in the development of our liabilities. If the liabilities
originally recorded prove inadequate, we must increase our liabilities, which
may have a material adverse effect on our business, results of operations and
financial condition.
UNDERWRITING AND PRICING
INDIVIDUAL AND INSTITUTIONAL BUSINESSES
Our individual and group insurance underwriting involves an evaluation of
applications for life, disability, dental, retirement, and long-term care
insurance products and services by a professional staff of underwriters and
actuaries, who determine the type and the amount of risk that we are willing to
accept. We employ detailed underwriting policies, guidelines, and procedures
designed to assist the underwriter to properly assess and quantify risks before
issuing a policy to qualified applicants or groups.
Individual underwriting considers not only an applicant's medical history,
but other factors such as financial profiles, foreign travel, avocations and
alcohol, drug and tobacco use. Our group underwriters generally evaluate the
risk characteristics of each prospective insured group, although with certain
products employees may be underwritten on an individual basis. Generally, we are
not obligated to accept any risk or group of risks from, or to issue a policy or
group of policies to, any employer or intermediary. Requests for coverage are
reviewed on their merits and generally a policy is not issued unless the
particular risk or group has been examined and approved for underwriting.
Underwriting is generally done on a centralized basis by our employees, although
some policies are underwritten by intermediaries under strict guidelines we have
established.
In order to maintain high standards of underwriting quality and
consistency, we engage in a multilevel series of ongoing internal underwriting
audits, and are subject to external audits by our reinsurers, at both our remote
underwriting offices and our corporate underwriting office.
We have established senior level oversight of this process that facilitates
quality sales, serving the needs of our customers, while supporting our
financial strength and business objectives. Our goal is to achieve the
underwriting, mortality, and MORBIDITY assumptions in our product pricing. This
is accomplished by determining and establishing underwriting policies,
guidelines, philosophies and strategies that are competitive and suitable for
the customer, the representative and us.
Individual and group product pricing is reflective of our insurance
underwriting standards. Product pricing on insurance products is based on the
expected payout of benefits calculated through the use of assumptions for
mortality, morbidity, expenses, persistency and investment returns, as well as
certain macroeconomic factors such as inflation. Investment-oriented products
are priced based on various factors, including investment return, expenses and
persistency, depending on the specific product features. Product specifications
are designed to prevent greater than expected mortality, and we periodically
monitor mortality and morbidity assumptions.
Unique to group insurance pricing is experience rating, the process by
which the rate charged to a group policyholder reflects credit for positive past
claim experience or a charge for poor experience. We employ both prospective and
retrospective experience rating. Prospective experience rating involves the
evaluation of past experience for the purpose of determining future premium
rates. Retrospective experience rating involves the evaluation of past
experience for the purpose of determining the actual cost of providing insurance
for the customer for the time period in question.
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<PAGE> 151
We continually review our underwriting and pricing guidelines so that our
policies remain progressive, competitive, and supportive of our marketing
strategies and profitability goals. Decisions are based on established actuarial
pricing and risk selection principles to ensure that our underwriting and
pricing guidelines are appropriate.
AUTO & HOME
Auto & Home's underwriting function has six principal aspects:
- evaluating potential worksite marketing employer accounts and independent
agencies;
- establishing guidelines for the binding of risks by agents with binding
authority;
- reviewing coverage bound by agents;
- on a case by case basis, underwriting potential insureds presented by
agents outside the scope of their binding authority;
- pursuing information necessary in certain cases to enable Auto & Home to
issue a policy within our guidelines; and
- ensuring that renewal policies continue to be written at rates
commensurate with risk.
Subject to very few exceptions, agents in each of our distribution channels
have binding authority for risks which fall within Auto & Home's published
underwriting guidelines. Risks falling outside the underwriting guidelines may
be submitted for approval to the underwriting department; alternatively, agents
in such a situation may call the underwriting department to obtain authorization
to bind the risk themselves. In most states, Auto & Home generally has the right
within a specified period (usually 60 days) to cancel any policy.
Auto & Home establishes prices for our major lines of insurance based on
our proprietary data base, rather than relying on rating bureaus. Auto & Home
determines prices in part from a number of variables specific to each risk. The
pricing of personal lines insurance products takes into account, among other
things, the expected frequency and severity of losses; the costs of providing
coverage, including the costs of acquiring policyholders and administering
policy benefits and other administrative and overhead costs; competitive
factors; and profit considerations.
The major pricing variables for personal lines automobile insurance include
characteristics of the automobile itself, such as age, make and model;
characteristics of insureds, such as driving record and experience; and the
insured's personal financial management. Auto & Home's ability to set and change
rates is subject to regulatory oversight.
As a condition of our license to do business in each state, Auto & Home,
like all other automobile insurers, is required to write or share the cost of
private passenger automobile insurance for higher risk individuals who would
otherwise be unable to obtain such insurance. This "involuntary" market, also
called the "shared market," is governed by the applicable laws and regulations
of each state, and policies written in this market are generally written at
higher than standard rates.
In homeowners' insurance, price is driven by, among other factors, the
frequency of the occurrence of covered perils, the cost to repair or replace
damaged or lost property and the cost of litigation associated with liability
claims. Major underwriting considerations include the condition and maintenance
of the property, adequacy of fire protection and characteristics of insureds,
such as personal financial management. Most homeowners insurance policies have a
provision for automatic annual adjustments in coverage and premium due to
inflation in building and labor costs. Homeowners pricing also includes the
consideration of the incidence and severity of natural catastrophes, such as
hurricanes and earthquakes, over a long-term period.
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<PAGE> 152
REINSURANCE
We cede premiums to other insurers under various agreements that cover
individual risks, group risks, or defined blocks of business, on a coinsurance,
yearly renewable term, excess or catastrophe excess basis. These reinsurance
agreements spread the risk and minimize the effect on us of losses. The amount
of each risk retained by us depends on our evaluation of the specific risk,
subject, in certain circumstances, to maximum limits based on characteristics of
coverages. Under the terms of the reinsurance agreements, the reinsurer agrees
to reimburse us for the ceded amount in the event the claim is paid. However, we
remain liable to our policyholders with respect to ceded insurance if any
reinsurer fails to meet the obligations assumed by it. Since we bear the risk of
nonpayment by one or more of our reinsurers, we cede reinsurance to
well-capitalized, highly rated reinsurers.
INDIVIDUAL BUSINESS
In recent periods, in response to the reduced cost of reinsurance coverage,
we have increased the amount of individual mortality risk coverage purchased
from third party reinsurers. Since 1996, we have entered into reinsurance
agreements that cede substantially all of the mortality risk on term insurance
policies issued during 1996 and subsequent years, and on survivorship whole life
insurance policies issued in 1997 and subsequent years. In 1998, we reinsured
substantially all of the mortality risk on our universal life policies issued
since 1983. We are continuing to reinsure substantially all of the mortality
risk on the universal life policies. As a result of these transactions, we now
reinsure up to 90% of the mortality risk for all new individual insurance
policies that we write.
In addition to these reinsurance policies, we reinsure risk on specific
coverages.
While our retention limit on any one life is $25 million ($30 million for
joint life cases), we may cede amounts below those limits on a case-by-case
basis depending on the characteristics of a particular risk. In addition, we
routinely reinsure certain classes of risks in order to limit our exposure to
particular travel, avocation and lifestyle hazards. We have several individual
life reinsurance agreements with a diversified group of third-party reinsurers.
These automatic pools have permitted us to enhance product performance, while
decreasing business risk.
INSTITUTIONAL BUSINESS
We generally do not utilize reinsurance for our group insurance products,
but do reinsure when capital requirements and the economic terms of the
reinsurance make it appropriate to do so.
AUTO & HOME
Auto & Home purchases reinsurance to control our exposure to large losses
(primarily catastrophe losses), to stabilize earnings, and to protect surplus.
Auto & Home cedes to reinsurers a portion of risks and pays premiums based upon
the risk and exposure of the policies subject to reinsurance.
To control our exposure to large property and casualty losses, Auto & Home
utilizes three varieties of reinsurance agreements in which protection is
provided for a specified type or category of risks. First, we utilize property
catastrophe excess of loss agreements. Second, we utilize casualty excess of
loss agreements. Third, we utilize property per risk excess of loss agreements.
PROPERTY CATASTROPHE EXCESS OF LOSS. Protection against hurricane losses
in Florida is exclusively obtained through the state-run Catastrophe Fund, which
provides coverage of 90% of $81 million in excess of $18.6 million. However, on
June 1, 1999, Auto & Home entered into a multi-year treaty for Florida
second-event coverage in which the maximum recoverable is $46.5
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million in excess of $50 million. There is a 24-month activation period for this
treaty and upon activation the contract period is 36 months. This coverage
becomes activated when the aggregate incurred losses for the insurance industry
exceed $8 billion or the Florida Hurricane Catastrophe Fund is depleted. For
other regions, on January 1, 1999 Auto & Home entered into a multi-year treaty
in which the maximum recoverable amounts are: $37.5 million for any one loss
occurrence in excess of $60 million; $75 million for any one annual period; and
no more than $112.5 million during the four-year contract term. On January 1,
1999, Auto & Home also entered into an annual treaty in which the recoverable
amounts are: $27.5 million for each and every loss occurrence in excess of $135
million. In addition, for the Northeast region, Auto & Home has additional
coverage of 95% of $160 million in excess of $185 million. The aggregate effect
of these coverages is to limit Auto & Home's probable maximum loss from a 1 in
250-year hurricane in Florida or a 1 in 100-year hurricane in the Northeast to
no more than 15% of Auto & Home's statutory surplus.
PROPERTY PER RISK EXCESS OF LOSS. Auto & Home's property per risk excess
of loss coverage has two layers of protection: each such layer which is
effective for the twelve months beginning July 1, 1999. The first layer covers
up to $1.5 million of losses for each risk in excess of a $500,000 retention,
and is subject to a per occurrence limit of $3.0 million. The second layer
covers up to $3.0 million of losses for each risk in excess of a $2.0 million
retention.
CASUALTY EXCESS OF LOSS. Auto & Home's casualty excess of loss program
coverage has two layers of protection: each such layer is effective for the
twelve months beginning July 1, 1999. The first layer covers up to $3.0 million
of losses for each occurrence in excess of a $2.0 million retention. The second
layer covers up to $5.0 million of losses for each occurrence in excess of a
$5.0 million retention.
INVESTMENTS
We had total cash and invested assets at September 30, 1999 of $143.6
billion. In addition, we had $61.0 billion held in our separate accounts, for
which we generally do not bear investment risk.
Our primary investment objective is to maximize after-tax operating income
consistent with acceptable risk parameters. We are exposed to three primary
sources of investment risk:
- credit risk, relating to the uncertainty associated with the continued
ability of a given obligor to make timely payments of principal and
interest;
- interest rate risk, relating to the market price and cash flow
variability associated with changes in market interest rates; and
- market valuation risk for equity holdings.
We manage credit risk through in-house fundamental analysis of the
underlying obligors, issuers and real estate properties. We also manage credit
risk and valuation risk through industry and issuer diversification and asset
allocation. For real estate and agricultural assets, we manage credit risk and
valuation risk through geographic, property type, and product type
diversification and asset allocation. We manage interest rate risk as part of
our asset and liability management strategies, product design, such as the use
of market value adjustment features and surrender charges, and proactive
monitoring and management of certain non-guaranteed elements of our products,
such as the resetting of credited interest and dividend rates for policies that
permit such adjustments.
For further information on our management of interest rate risk and market
valuation risk, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Market Risk Disclosure".
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<PAGE> 154
The following table summarizes our cash and invested assets at September
30, 1999 and at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, --------------------------------------
1999 1998 1997
----------------- ----------------- -----------------
CARRYING % OF CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL VALUE TOTAL
-------- ----- -------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Fixed maturities available-for-sale, at
fair value............................ $ 98,164 68.4% $100,767 72.5% $ 92,630 66.7%
Mortgage loans on real estate........... 19,561 13.6 16,827 12.1 20,193 14.5
Equity real estate and real estate joint
ventures.............................. 5,923 4.1 6,287 4.5 7,080 5.1
Policy loans............................ 5,558 3.9 5,600 4.0 5,846 4.2
Cash and cash equivalents............... 5,053 3.5 3,301 2.4 2,911 2.1
Equity securities, at fair value........ 2,115 1.5 2,340 1.7 4,250 3.1
Short-term investments.................. 4,522 3.1 1,369 1.0 679 0.5
Other limited partnership interests..... 1,225 0.9 964 0.7 855 0.6
Other invested assets................... 1,451 1.0 1,567 1.1 4,456 3.2
-------- ----- -------- ----- -------- -----
Total cash and invested
assets....................... $143,572 100.0% $139,022 100.0% $138,900 100.0%
======== ===== ======== ===== ======== =====
</TABLE>
INVESTMENT RESULTS
The yield on general account cash and invested assets, excluding net
realized investment gains and losses, was 7.0% and 7.4% for the nine months
ended September 30, 1999 and 1998, respectively, and 7.5% and 7.1% for the years
ended December 31, 1998 and 1997, respectively.
The following table illustrates the yields on average assets for each of
the components of our investment portfolio for the nine months ended September
30, 1999 and 1998 and for the years ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>
AT OR FOR THE NINE MONTHS ENDED
SEPTEMBER 30, AT OR FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------- ----------------------------------------
1999 1998 1998 1997
------------------ ------------------- ------------------- ------------------
YIELD(1) AMOUNT YIELD(1) AMOUNT YIELD(1) AMOUNT YIELD(1) AMOUNT
-------- ------ -------- ------ -------- ------ -------- ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
FIXED MATURITIES:(2)
Investment income........... 7.3% $ 5,310 7.4% $ 5,157 7.4% $ 6,990 7.4% $ 6,481
Net realized gains
(losses).................. (338) (80) 573 118
------- -------- -------- -------
Total..................... $ 4,972 $ 5,077 $ 7,563 $ 6,599
------- -------- -------- -------
Ending assets............... $98,164 $101,436 $100,767 $92,630
------- -------- -------- -------
MORTGAGE LOANS:
Investment income........... 8.0% $ 1,084 8.5% $ 1,221 8.5% $ 1,580 8.6% $ 1,692
Net realized gains
(losses).................. (1) 10 23 56
------- -------- -------- -------
Total..................... $ 1,083 $ 1,231 $ 1,603 $ 1,748
------- -------- -------- -------
Ending assets............... $19,561 $ 16,222 $ 16,827 $20,193
------- -------- -------- -------
EQUITY REAL ESTATE AND REAL
ESTATE JOINT VENTURES:(3)
Investment income, net of
expenses.................. 8.7% $ 397 10.3% $ 515 10.4% $ 687 7.5% $ 586
Net realized gains.......... 169 347 424 446
------- -------- -------- -------
Total..................... $ 566 $ 862 $ 1,111 $ 1,032
------- -------- -------- -------
Ending assets............... $ 5,923 $ 6,363 $ 6,287 $ 7,080
------- -------- -------- -------
</TABLE>
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<TABLE>
<CAPTION>
AT OR FOR THE NINE MONTHS ENDED
SEPTEMBER 30, AT OR FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------- ----------------------------------------
1999 1998 1998 1997
------------------ ------------------- ------------------- ------------------
YIELD(1) AMOUNT YIELD(1) AMOUNT YIELD(1) AMOUNT YIELD(1) AMOUNT
-------- ------ -------- ------ -------- ------ -------- ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
POLICY LOANS:
Investment income........... 6.0% $ 250 6.7% $ 293 6.6% $ 387 6.3% $ 368
------- -------- -------- -------
Ending assets............... $ 5,558 $ 5,855 $ 5,600 $ 5,846
------- -------- -------- -------
CASH, CASH EQUIVALENTS AND
SHORT-TERM INVESTMENTS:
Investment income........... 2.9% $ 107 5.3% $ 140 5.3% $ 187 5.1% $ 169
Net realized losses......... (1) 0 0 0
------- -------- -------- -------
Total..................... $ 106 $ 140 $ 187 $ 169
------- -------- -------- -------
Ending assets............... $ 9,575 $ 4,219 $ 4,670 $ 3,590
------- -------- -------- -------
EQUITY SECURITIES:
Investment income........... 1.9% $ 31 2.2% $ 71 2.0% $ 78 1.4% $ 50
Net realized gains.......... 16 327 994 224
------- -------- -------- -------
Total..................... $ 47 $ 398 $ 1,072 $ 274
------- -------- -------- -------
Ending assets............... $ 2,115 $ 3,479 $ 2,340 $ 4,250
------- -------- -------- -------
OTHER LIMITED PARTNERSHIP
INTERESTS:
Investment income........... 19.9% $ 163 22.8% $ 161 21.0% $ 196 32.7% $ 302
Net realized gains
(losses).................. 28 (4) 13 12
------- -------- -------- -------
Total..................... $ 191 $ 157 $ 209 $ 314
------- -------- -------- -------
Ending assets............... $ 1,225 $ 961 $ 964 $ 855
------- -------- -------- -------
OTHER INVESTED ASSETS:
Investment income........... 6.6% $ 76 10.5% $ 298 12.2% $ 406 7.3% $ 324
Net realized gains
(losses).................. (87) 99 71 23
------- -------- -------- -------
Total..................... $ (11) $ 397 $ 477 $ 347
------- -------- -------- -------
Ending assets............... $ 1,451 $ 1,392 $ 1,567 $ 4,456
------- -------- -------- -------
TOTAL INVESTMENTS:
Investment income before
expenses and fees......... 7.2% $ 7,418 7.6% $ 7,856 7.7% $ 10,511 7.5% $ 9,972
Investment expenses and
fees...................... (0.2%) (183) (0.2%) (223) (0.2%) (283) (0.4%) (481)
---- ------- ---- -------- ---- -------- ---- -------
Net investment income....... 7.0% $ 7,235 7.4% $ 7,633 7.5% $ 10,228 7.1% $ 9,491
Net realized gains
(losses).................. (214) 699 2,098 879
Realized gains from sales of
subsidiaries.............. 0 587 531 139
Adjustments to realized
gains (losses)(4)......... 37 (104) (608) (231)
------- -------- -------- -------
Total..................... $ 7,058 $ 8,815 $ 12,249 $10,278
======= ======== ======== =======
</TABLE>
- ---------------
(1) Yields, which are annualized for interim periods, are based on quarterly
average asset carrying values for the nine months ended September 30, 1999
and 1998, and for the year ended December 31, 1998 and annual average asset
carrying values for the year ended December 31, 1997, excluding unrealized
gains (losses) in the fixed maturities asset category.
(2) Included in fixed maturities are equity linked notes of $801 million and
$998 million at September 30, 1999 and September 30, 1998, respectively, and
$916 million and $860 million at December 31, 1998 and 1997, respectively,
which include an equity component as
154
<PAGE> 156
part of the notes' return. Investment income for fixed maturities includes
prepayment fees and income from the securities lending program.
(3) Equity real estate and real estate joint venture income is shown net of
depreciation of $191 million and $202 million for the nine months ended
September 30, 1999 and 1998, respectively, and $282 million and $338 million
for the years ended December 31, 1998 and 1997, respectively.
(4) Adjustments to realized gains (losses) include accelerated amortization of
deferred acquisition costs, loss recognition for policy liabilities related
to the assets sold and additional credits to participating contracts.
FIXED MATURITIES
Fixed maturities consist principally of publicly traded and privately
placed debt securities, and represented 68.4% of total cash and invested assets
at September 30, 1999, 72.5% at December 31, 1998 and 66.7% at December 31,
1997.
Based on estimated fair value, public fixed maturities and private fixed
maturities comprised 82.7% and 17.3% of total fixed maturities at September 30,
1999, 83.3% and 16.7% at December 31, 1998 and 80.0% and 20.0% at December 31,
1997. We invest in privately placed fixed maturities to enhance the overall
value of the portfolio, increase diversification and obtain higher yields than
can ordinarily be obtained with comparable public market securities. Generally,
private placements provide us with protective covenants, call protection
features and, where applicable, a higher level of collateral. However, we may
not freely trade our private placements because of restrictions imposed by
Federal and state securities laws and illiquid trading markets.
The Securities Valuation Office of the NAIC evaluates the bond investments
of insurers for regulatory reporting purposes and assigns securities to one of
six investment categories called "NAIC designations". The NAIC designations
parallel the credit ratings of the Nationally Recognized Statistical Rating
Organizations for marketable bonds. NAIC designations 1 and 2 include bonds
considered investment grade (rated "Baa3" or higher by Moody's, or rated "BBB-"
or higher by S&P) by such rating organizations. NAIC designations 3 through 6
include bonds considered below investment grade (rated "Ba1" or lower by
Moody's, or rated "BB+" or lower by S&P).
The following tables present our public, private and total fixed maturities
by NAIC designation and the equivalent ratings of the Nationally Recognized
Statistical Rating Organizations at September 30, 1999, December 31, 1998 and
December 31, 1997, as well as the percentage, based on estimated fair value,
that each designation comprises:
PUBLIC FIXED MATURITIES BY CREDIT QUALITY
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, -------------------------------------------------------------
1999 1998 1997
----------------------------- ----------------------------- -----------------------------
RATING AGENCY ESTIMATED ESTIMATED ESTIMATED
NAIC EQUIVALENT AMORTIZED FAIR % OF AMORTIZED FAIR % OF AMORTIZED FAIR % OF
RATING DESIGNATION COST VALUE TOTAL COST VALUE TOTAL COST VALUE TOTAL
- ------ ------------- --------- --------- ----- --------- --------- ----- --------- --------- -----
(DOLLARS IN MILLIONS)
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Aaa/Aa/A.......... $54,292 $54,368 66.9% $57,003 $60,735 72.4% $55,340 $58,831 79.4%
2 Baa............... 21,019 20,360 25.1 16,472 17,001 20.2 11,194 11,706 15.8
3 Ba................ 4,728 4,540 5.6 4,635 4,609 5.5 2,758 2,760 3.7
4 B................. 1,969 1,891 2.3 1,532 1,477 1.8 700 732 1.0
5 Caa and lower..... 78 61 0.1 138 106 0.1 78 75 0.1
6 In or near
default......... 6 5 0.0 2 5 0.0 1 1 0.0
------- ------- ----- ------- ------- ----- ------- ------- -----
Total public fixed
maturities...... $82,092 $81,225 100.0% $79,782 $83,933 100.0% $70,071 $74,105 100.0%
======= ======= ===== ======= ======= ===== ======= ======= =====
</TABLE>
155
<PAGE> 157
PRIVATE FIXED MATURITIES BY CREDIT QUALITY
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, -------------------------------------------------------------
1999 1998 1997
----------------------------- ----------------------------- -----------------------------
RATING AGENCY ESTIMATED ESTIMATED ESTIMATED
NAIC EQUIVALENT AMORTIZED FAIR % OF AMORTIZED FAIR % OF AMORTIZED FAIR % OF
RATING DESIGNATION COST VALUE TOTAL COST VALUE TOTAL COST VALUE TOTAL
- ------ ------------- --------- --------- ----- --------- --------- ----- --------- --------- -----
(DOLLARS IN MILLIONS)
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Aaa/Aa/A.......... $ 7,631 $ 7,757 45.8% $ 7,372 $ 7,865 46.7% $ 8,478 $ 8,844 47.7%
2 Baa............... 6,874 6,809 40.2 6,637 6,862 40.8 7,086 7,427 40.1
3 Ba................ 1,557 1,518 9.0 1,391 1,362 8.1 1,124 1,134 6.1
4 B................. 763 749 4.4 621 606 3.6 493 493 2.7
5 Caa and lower..... 106 88 0.5 129 110 0.6 104 106 0.6
6 In or near
default......... 8 8 0.0 11 14 0.1 14 9 0.0
------- ------- ----- ------- -------- ----- ------- ------- -----
Subtotal.......... $16,939 $16,929 99.9% $16,161 $ 16,819 99.9% $17,299 $18,013 97.2%
Redeemable
preferred
stock........... 10 10 0.1 15 15 0.1 494 512 2.8
------- ------- ----- ------- -------- ----- ------- ------- -----
Total private
fixed
maturities...... $16,949 $16,939 100.0% $16,176 $ 16,834 100.0% $17,793 $18,525 100.0%
======= ======= ===== ======= ======== ===== ======= ======= =====
</TABLE>
TOTAL FIXED MATURITIES BY CREDIT QUALITY
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, -------------------------------------------------------------
1999 1998 1997
----------------------------- ----------------------------- -----------------------------
RATING AGENCY ESTIMATED ESTIMATED ESTIMATED
NAIC EQUIVALENT AMORTIZED FAIR % OF AMORTIZED FAIR % OF AMORTIZED FAIR % OF
RATING DESIGNATION COST VALUE TOTAL COST VALUE TOTAL COST VALUE TOTAL
- ------ ------------- --------- --------- ----- --------- --------- ----- --------- --------- -----
(DOLLARS IN MILLIONS)
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Aaa/Aa/A.......... $61,923 $62,125 63.3% $64,375 $ 68,600 68.1% $63,818 $67,675 73.0%
2 Baa............... 27,893 27,169 27.7 23,109 23,863 23.7 18,280 19,133 20.7
3 Ba................ 6,285 6,058 6.2 6,026 5,971 5.9 3,882 3,894 4.2
4 B................. 2,732 2,640 2.7 2,153 2,083 2.1 1,193 1,225 1.3
5 Caa and lower..... 184 149 0.1 267 216 0.2 182 181 0.2
6 In or near
default......... 14 13 0.0 13 19 0.0 15 10 0.0
------- ------- ----- ------- -------- ----- ------- ------- -----
Subtotal.......... $99,031 $98,154 100.0% $95,943 $100,752 100.0% $87,370 $92,118 99.4%
Redeemable
preferred
stock........... 10 10 0.0 15 15 0.0 494 512 0.6
------- ------- ----- ------- -------- ----- ------- ------- -----
Total fixed
maturities...... $99,041 $98,164 100.0% $95,958 $100,767 100.0% $87,864 $92,630 100.0%
======= ======= ===== ======= ======== ===== ======= ======= =====
</TABLE>
At September 30, 1999, based on estimated fair values, total investment
grade public and private placement fixed maturities comprised 91.0% of total
fixed maturities in the general account compared with 91.8% and 93.7% at
December 31, 1998 and 1997, respectively.
156
<PAGE> 158
The following table shows the amortized cost and estimated fair value of
fixed maturities, by contractual maturity dates (excluding scheduled sinking
funds), at September 30, 1999, December 31, 1998 and December 31, 1997:
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, ------------------------------------------------
1999 1998 1997
---------------------- ---------------------- ----------------------
ESTIMATED ESTIMATED ESTIMATED
AMORTIZED FAIR AMORTIZED FAIR AMORTIZED FAIR
COST VALUE COST VALUE COST VALUE
--------- --------- --------- --------- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Due in one year or less...
$ 3,285 $ 3,332 $ 2,380 $ 2,462 $ 1,912 $ 1,923
Due after one year through
five years................
17,283 17,276 17,062 17,527 15,760 16,188
Due after five years
through ten years.......
24,413 23,973 23,769 24,714 22,999 24,041
Due after ten years.......
26,674 26,597 26,276 29,070 24,329 27,038
------- ------- ------- -------- ------- -------
Subtotal..................
71,655 71,178 69,487 73,773 65,000 69,190
Mortgage-backed and other
asset-backed
securities..............
27,376 26,976 26,456 26,979 22,370 22,928
------- ------- ------- -------- ------- -------
Subtotal..................
99,031 98,154 95,943 100,752 87,370 92,118
Redeemable preferred
stock...................
10 10 15 15 494 512
------- ------- ------- -------- ------- -------
Total.....................
$99,041 $98,164 $95,958 $100,767 $87,864 $92,630
======= ======= ======= ======== ======= =======
</TABLE>
PROBLEM, POTENTIAL PROBLEM AND RESTRUCTURED FIXED MATURITIES. We monitor
fixed maturities to identify investments that management considers to be
problems or potential problems. We also monitor investments that have been
restructured.
We define problem securities in the fixed maturities category as securities
as to which principal or interest payments are in default or are to be
restructured pursuant to commenced negotiations, or as securities issued by a
debtor that has subsequently entered bankruptcy.
We define potential problem securities in the fixed maturity category as
securities of an issuer deemed to be experiencing significant operating problems
or difficult industry conditions. We use various criteria, including the
following, to identify potential problem securities:
- debt service coverage or cash flow falling below certain thresholds which
vary according to the issuer's industry and other relevant factors;
- significant declines in revenues or margins;
- violation of financial covenants;
- public securities trading at a substantial discount as a result of
specific credit concerns; and
- other subjective factors.
We define restructured securities in the fixed maturities category as
securities to which we have granted a concession that we would not have
otherwise considered but for the financial difficulties of the obligor. We enter
into a restructuring when we believe we will realize a greater economic value
under the new terms than through liquidation or disposition. The terms of the
restructuring may involve some or all of the following characteristics: a
reduction in the interest rate, an extension of the maturity date, an exchange
of debt for equity or a partial forgiveness of principal or interest.
157
<PAGE> 159
The following table presents the estimated fair value of our total fixed
maturities classified as performing, problem, potential problem and restructured
fixed maturities at September 30, 1999, December 31, 1998 and December 31, 1997:
PROBLEM, POTENTIAL PROBLEM AND RESTRUCTURED FIXED MATURITIES
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, ------------------------------------------
1999 1998 1997
------------------- ------------------- -------------------
ESTIMATED % OF ESTIMATED % OF ESTIMATED % OF
FAIR VALUE TOTAL FAIR VALUE TOTAL FAIR VALUE TOTAL
---------- ----- ---------- ----- ---------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Performing..................... $97,873 99.7% $100,409 99.6% $92,237 99.6%
Problem........................ 26 0.0 152 0.2 31 0.0
Potential problem.............. 249 0.3 192 0.2 306 0.3
Restructured................... 16 0.0 14 0.0 56 0.1
------- ----- -------- ----- ------- -----
Total........................ $98,164 100.0% $100,767 100.0% $92,630 100.0%
======= ===== ======== ===== ======= =====
</TABLE>
We classify all of our fixed maturities as available-for-sale and mark them
to market. We write down to management's expectations of ultimate realizable
value fixed maturities that we deem to be other than temporarily impaired. We
record write-downs as realized losses and include them in earnings and adjust
the cost basis of the fixed maturities accordingly. We do not change the revised
cost basis for subsequent recoveries in value. Such writedowns were $59 million,
$7 million and $7 million for the nine months ended September 30, 1999 and the
years ended December 31, 1998 and December 31, 1997, respectively. Cumulative
write-downs on fixed maturities owned were $69 million, $16 million and $9
million at September 30, 1999 and at December 31, 1998 and December 31, 1997,
respectively.
FIXED MATURITIES BY SECTOR. We diversify our fixed maturities by security
sector. The following tables set forth the estimated fair value of our fixed
maturities by sector, as well as the percentage of the total fixed maturities
holdings that each security sector comprised at September 30, 1999, December 31,
1998 and December 31, 1997, and show by security type the relative amounts of
publicly traded and privately placed securities:
FIXED MATURITIES BY SECTOR
<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1999
--------------------------------------------------------------
PUBLICLY TRADED PRIVATELY PLACED TOTAL
------------------ ------------------ ------------------
ESTIMATED % OF ESTIMATED % OF ESTIMATED % OF
FAIR VALUE TOTAL FAIR VALUE TOTAL FAIR VALUE TOTAL
---------- ----- ---------- ----- ---------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasuries/Agencies.......... $ 6,015 7.4% $ 2 0.0% $ 6,017 6.1%
Corporate securities.............. 41,639 51.3 15,464 91.3 57,103 58.2
Foreign government securities..... 4,081 5.0 109 0.6 4,190 4.3
Mortgage-backed securities........ 20,541 25.3 279 1.7 20,820 21.1
Asset-backed securities........... 5,592 6.9 564 3.3 6,156 6.3
Other fixed income assets......... 3,357 4.1 521 3.1 3,878 4.0
------- ----- ------- ----- -------- -----
Total........................... $81,225 100.0% $16,939 100.0% $ 98,164 100.0%
======= ===== ======= ===== ======== =====
</TABLE>
158
<PAGE> 160
FIXED MATURITIES BY SECTOR
<TABLE>
<CAPTION>
AT DECEMBER 31, 1998
--------------------------------------------------------------
PUBLICLY TRADED PRIVATELY PLACED TOTAL
------------------ ------------------ ------------------
ESTIMATED % OF ESTIMATED % OF ESTIMATED % OF
FAIR VALUE TOTAL FAIR VALUE TOTAL FAIR VALUE TOTAL
---------- ----- ---------- ----- ---------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasuries/Agencies.......... $ 7,744 9.2% $ 3 0.0% $ 7,747 7.7%
Corporate securities.............. 42,525 50.6 15,453 91.8 57,978 57.5
Foreign government securities..... 4,173 5.0 117 0.7 4,290 4.3
Mortgage-backed securities........ 20,452 24.4 440 2.6 20,892 20.7
Asset-backed securities........... 5,852 7.0 235 1.4 6,087 6.0
Other fixed income assets......... 3,187 3.8 586 3.5 3,773 3.8
------- ----- ------- ----- -------- -----
Total........................... $83,933 100.0% $16,834 100.0% $100,767 100.0%
======= ===== ======= ===== ======== =====
</TABLE>
FIXED MATURITIES BY SECTOR
<TABLE>
<CAPTION>
AT DECEMBER 31, 1997
--------------------------------------------------------------
PUBLICLY TRADED PRIVATELY PLACED TOTAL
------------------ ------------------ ------------------
ESTIMATED % OF ESTIMATED % OF ESTIMATED % OF
FAIR VALUE TOTAL FAIR VALUE TOTAL FAIR VALUE TOTAL
---------- ----- ---------- ----- ---------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
U.S. Treasuries/Agencies.......... $ 9,863 13.3% $ 7 0.0% $ 9,870 10.7%
Corporate securities.............. 35,379 47.8 16,292 88.0 51,671 55.8
Foreign government securities..... 3,955 5.3 128 0.7 4,083 4.4
Mortgage-backed securities........ 17,511 23.6 505 2.7 18,016 19.4
Asset-backed securities........... 4,489 6.1 423 2.3 4,912 5.3
Other fixed income assets......... 2,908 3.9 1,170 6.3 4,078 4.4
------- ----- ------- ----- -------- -----
Total........................... $74,105 100.0% $18,525 100.0% $ 92,630 100.0%
======= ===== ======= ===== ======== =====
</TABLE>
CORPORATE FIXED MATURITIES. The table below shows the major industry types
that comprise the corporate bond holdings at the dates indicated:
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, ------------------------------------------
1999 1998 1997
------------------- ------------------- -------------------
ESTIMATED % OF ESTIMATED % OF ESTIMATED % OF
FAIR VALUE TOTAL FAIR VALUE TOTAL FAIR VALUE TOTAL
---------- ----- ---------- ----- ---------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Industrial..................... $27,126 47.5% $28,388 49.0% $24,730 47.9%
Utility........................ 7,086 12.4 7,690 13.2 6,559 12.7
Finance........................ 11,594 20.3 11,252 19.4 9,214 17.8
Yankee/Foreign(1).............. 10,866 19.0 10,295 17.8 10,633 20.6
Other.......................... 431 0.8 353 0.6 535 1.0
------- ----- ------- ----- ------- -----
Total........................ $57,103 100.0% $57,978 100.0% $51,671 100.0%
======= ===== ======= ===== ======= =====
</TABLE>
- ---------------
(1) Includes dollar-denominated debt obligations of foreign obligors, known as
Yankee bonds, and other foreign investments.
We diversify our corporate bond holdings by industry and issuer. The
portfolio has no significant exposure to any single issuer. At September 30,
1999, the combined holdings in the ten issuers to which we had the greatest
exposure totaled $3,045 million, which is less than 3% of our total invested
assets. The exposure to the largest single issuer of corporate bonds we held at
September 30, 1999 was $333 million, which is less than 1% of our total invested
assets.
159
<PAGE> 161
At September 30, 1999, investments of $4,353 million, or 40.1% of the
Yankee/Foreign sector, represented exposure to traditional "Yankee" bonds, which
are dollar-denominated debt obligations of foreign obligors. The balance of this
exposure is primarily dollar-denominated, foreign private placements and project
finance loans. We diversify the Yankee/Foreign portfolio by country and issuer.
We do not have material exposure to foreign currency risk in our invested
assets. In our international insurance operations, both our assets and
liabilities are denominated in local currencies. Foreign currency denominated
securities supporting U.S. dollar liabilities are generally swapped back into
U.S. dollars.
MORTGAGE-BACKED SECURITIES. The following table shows the types of
mortgage-backed securities we held at September 30, 1999, December 31, 1998 and
December 31, 1997:
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, ------------------------------------------
1999 1998 1997
------------------- ------------------- -------------------
ESTIMATED % OF ESTIMATED % OF ESTIMATED % OF
FAIR VALUE TOTAL FAIR VALUE TOTAL FAIR VALUE TOTAL
---------- ----- ---------- ----- ---------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Pass-through securities........ $ 8,493 40.8% $ 8,546 40.9% $ 7,936 44.0%
------- ----- ------- ----- ------- -----
Collateralized mortgage
obligations
Planned amortization class... 4,139 19.9 4,593 22.0 4,854 27.0
Sequential pay class......... 3,596 17.3 3,827 18.3 2,985 16.6
Other........................ 468 2.2 141 0.7 90 0.5
------- ----- ------- ----- ------- -----
Total..................... $ 8,203 39.4% $ 8,561 41.0% $ 7,929 44.1%
------- ----- ------- ----- ------- -----
Commercial mortgage-backed
securities................... $ 4,124 19.8% $ 3,785 18.1% $ 2,151 11.9%
------- ----- ------- ----- ------- -----
Total................ $20,820 100.0% $20,892 100.0% $18,016 100.0%
======= ===== ======= ===== ======= =====
</TABLE>
We held approximately $20,820 million, $20,892 million and $18,016 million
of mortgage-backed securities at September 30, 1999, December 31, 1998 and
December 31, 1997, respectively. At September 30, 1999, pass-through and
collateralized mortgage obligations totalled $16,696 million or 80.2% of total
mortgage-backed securities, and a majority of this amount represented
agency-issued pass-through and collateralized mortgage obligations guaranteed or
otherwise supported by the Federal National Mortgage Association, Federal Home
Loan Mortgage Corporation or Government National Mortgage Association. Other
types of mortgage-backed securities comprised the balance of such amounts
reflected in the table. At September 30, 1999, approximately $2,588 million or
62.8% of the commercial mortgage-backed securities and $16,067 million or 96.2%
of the pass-through securities and collateralized mortgage obligations were
rated Aaa/AAA by Moody's or S&P.
Mortgage-backed securities are purchased to diversify the portfolio risk
characteristics from primarily corporate credit risk to a mix of credit risk and
cash flow risk. The majority of the mortgage-backed securities in our investment
portfolio have relatively low cash flow variability.
The principal risks inherent in holding mortgage-backed securities are
prepayment and extension risks, which will affect the timing of when cash flow
will be received. Our active monitoring of our mortgage-backed securities
mitigates exposure to losses from cash flow risk associated with interest rate
fluctuations.
Mortgage-backed pass-through certificates are the most liquid assets in the
mortgage-backed sector. Pass-through securities represented 40.8%, 40.9% and
44.0% of our mortgage-backed securities at September 30, 1999, December 31, 1998
and December 31, 1997, respectively. Pass-through securities distribute, on a
pro rata basis to their holders, the monthly
160
<PAGE> 162
cash flows of principal and interest, both scheduled and prepayments, generated
by the underlying mortgages.
We also invested 39.4% of our mortgage-backed securities at September 30,
1999, 41.0% at December 31, 1998 and 44.1% at December 31, 1997, in
collateralized mortgage obligations ("CMOs") which have a greater degree of cash
flow stability than pass-throughs.
Planned Amortization Class bonds ("PAC") represented 19.9%, 22.0% and 27.0%
of our mortgage-backed securities at September 30, 1999, December 31, 1998 and
December 31, 1997, respectively. These bonds or tranches are structured to
provide more certain cash flows to the investor and therefore are subject to
less prepayment and extension risk than other mortgage-backed securities. PAC
tranches derive their stability from having a specified principal payment
schedule, provided prepayments of the underlying securities remain within their
expected range. The other tranches of a CMO absorb prepayment variations so that
PACs maintain a better defined maturity profile than other mortgage-backed
securities. By buying PACs, we accept a lower yield in return for more certain
cash flow. The principal risk of holding PACs is that prepayments may differ
significantly from expectations and we will not receive the expected yield on
the PAC. In contrast, Sequential Pay Class tranches receive principal payments
in a prescribed sequence without a pre-determined prepayment schedule. In
addition to our PACs and Sequential Pay Class tranches, we had less than $106
million invested in interest-only or principal-only securities at September 30,
1999.
ASSET-BACKED SECURITIES. The following table below shows the types of
asset-backed securities we held at September 30, 1999, December 31, 1998 and
December 31, 1997:
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, ------------------------------------------
1999 1998 1997
------------------- ------------------- -------------------
ESTIMATED % OF ESTIMATED % OF ESTIMATED % OF
FAIR VALUE TOTAL FAIR VALUE TOTAL FAIR VALUE TOTAL
---------- ----- ---------- ----- ---------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Credit card receivables........ $2,222 36.1% $2,885 47.4% $2,794 56.9%
Automobile receivables......... 1,124 18.3 1,432 23.5 1,041 21.2
Home equity loans.............. 1,228 19.9 1,026 16.9 466 9.5
Other.......................... 1,582 25.7 744 12.2 611 12.4
------ ----- ------ ----- ------ -----
Total........................ $6,156 100.0% $6,087 100.0% $4,912 100.0%
====== ===== ====== ===== ====== =====
</TABLE>
Asset-backed securities are purchased both to diversify the overall risks
of our fixed maturities assets and to provide attractive returns. Our
asset-backed securities are diversified both by type of asset and by issuer.
Credit card receivables constitute the largest exposure in our asset-backed
securities investments. Except for asset-backed securities backed by home equity
loans, the asset-backed securities investments generally have little sensitivity
to changes in interest rates. At September 30, 1999, approximately $3,758
million, or 61.0%, of the total was rated Aaa/AAA by Moody's or S&P.
The principal risks in holding asset-backed securities are structural,
credit and capital market risks. Structural risks include the security's
priority in the issuer's capital structure, the adequacy of and ability to
realize proceeds from the collateral and the potential for prepayments. Credit
risks include consumer or corporate credits such as credit card holders,
equipment lessees, and corporate obligors. Capital market risks include the
general level of interest rates and the liquidity for these securities in the
market place.
MORTGAGE LOANS
Our mortgage loans are collateralized by commercial, agricultural and
residential properties. Mortgage loans comprised 13.6% of our total cash and
invested assets at September 30, 1999, 12.1% at December 31, 1998 and 14.5% at
December 31, 1997. The carrying value of mortgage
161
<PAGE> 163
loans is stated at original cost net of repayments, amortization of premiums,
accretion of discounts and valuation allowances. The following table shows the
carrying value of our mortgage loans by such types at September 30, 1999,
December 31, 1998 and December 31, 1997:
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, --------------------------------------
1999 1998 1997
----------------- ----------------- -----------------
CARRYING % OF CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL VALUE TOTAL
-------- ----- -------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Commercial....................... $14,779 75.6% $12,360 73.5% $16,200 80.2%
Agricultural..................... 4,600 23.5 4,227 25.1 3,725 18.5
Residential...................... 182 0.9 240 1.4 268 1.3
------- ----- ------- ----- ------- -----
Total.......................... $19,561 100.0% $16,827 100.0% $20,193 100.0%
======= ===== ======= ===== ======= =====
</TABLE>
The 1998 sales of MetLife Capital Holdings and of a substantial portion of
our Canadian operations resulted in a decline of approximately $3,700 million in
carrying value from December 31, 1997 to December 31, 1998.
COMMERCIAL MORTGAGE LOANS. We diversify our commercial mortgage loans by
both geographic region and property type, and manage these investments through a
network of regional offices overseen by our investment department. The following
table presents the distribution across geographic regions and property types for
commercial mortgage loans at September 30, 1999, December 31, 1998 and December
31, 1997:
COMMERCIAL MORTGAGE LOAN DISTRIBUTION BY GEOGRAPHIC REGION AND PROPERTY TYPE
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, --------------------------------------
1999 1998 1997
----------------- ----------------- -----------------
CARRYING % OF CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL VALUE TOTAL
-------- ----- -------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
REGION
South Atlantic................... $ 4,137 28.0% $ 3,463 28.0% $ 3,795 23.5%
Middle Atlantic.................. 2,735 18.5 2,220 18.0 2,320 14.3
Pacific.......................... 2,490 16.8 1,935 15.7 2,503 15.5
East North Central............... 1,898 12.9 1,832 14.8 2,523 15.6
New England...................... 1,063 7.2 1,077 8.7 1,189 7.3
West South Central............... 993 6.7 676 5.5 1,043 6.4
West North Central............... 651 4.4 569 4.6 684 4.2
Mountain......................... 490 3.3 335 2.7 573 3.5
East South Central............... 148 1.0 152 1.2 231 1.4
International.................... 174 1.2 101 0.8 1,339 8.3
------- ----- ------- ----- ------- -----
Total.......................... $14,779 100.0% $12,360 100.0% $16,200 100.0%
======= ===== ======= ===== ======= =====
PROPERTY TYPE
Office........................... $ 6,748 45.7% $ 6,118 49.5% $ 6,755 41.6%
Apartments....................... 2,399 16.2 2,378 19.2 2,784 17.2
Retail........................... 3,568 24.1 2,286 18.5 3,261 20.1
Industrial....................... 1,130 7.7 848 6.9 1,597 9.9
Hotel............................ 842 5.7 657 5.3 691 4.3
Other............................ 92 0.6 73 0.6 1,112 6.9
------- ----- ------- ----- ------- -----
Total.......................... $14,779 100.0% $12,360 100.0% $16,200 100.0%
======= ===== ======= ===== ======= =====
</TABLE>
162
<PAGE> 164
The following table presents the scheduled maturities for our commercial
mortgage loans at September 30, 1999, December 31, 1998 and December 31, 1997:
COMMERCIAL MORTGAGE LOAN SCHEDULED MATURITIES
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, --------------------------------------
1999 1998 1997
----------------- ----------------- -----------------
CARRYING % OF CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL VALUE TOTAL
-------- ----- -------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Due in 1 year or less............ $ 850 5.8% $ 808 6.5% $ 1,216 7.5%
Due after 1 year through 2
years............................ 649 4.4 816 6.6 823 5.1
Due after 2 years through 3
years.......................... 592 4.0 532 4.3 1,240 7.7
Due after 3 years through 4
years.......................... 729 4.9 679 5.5 972 6.0
Due after 4 years through 5
years.......................... 1,762 11.9 881 7.1 1,204 7.4
Due after 5 years................ 10,197 69.0 8,644 70.0 10,745 66.3
------- ----- ------- ----- ------- -----
Total.......................... $14,779 100.0% $12,360 100.0% $16,200 100.0%
======= ===== ======= ===== ======= =====
</TABLE>
We monitor our mortgage loan investments on a continual basis. Through this
monitoring process, we review loans that are restructured, delinquent or under
foreclosure and identify those that management considers to be potentially
delinquent. These loan classifications are generally consistent with those used
in industry practice.
We define restructured mortgage loans, consistent with industry practice,
as loans in which we, for economic or legal reasons related to the debtor's
financial difficulties, grant a concession to the debtor that we would not
otherwise consider. This definition provides for loans to exit the restructured
category under certain conditions. We define delinquent mortgage loans,
consistent with industry practice, as loans in which two or more interest or
principal payments are past due. We define mortgage loans under foreclosure,
consistent with industry practice, as loans in which foreclosure proceedings
have formally commenced. We define potentially delinquent loans as loans which,
in management's opinion, have a high probability of becoming delinquent.
We review all mortgage loans on an annual basis. These reviews may include
an analysis of the property financial statement and rent roll, lease rollover
analysis, property inspections, market analysis and tenant creditworthiness. We
also review loan-to-value ratios and debt coverage ratios for restructured
loans, delinquent loans, loans under foreclosure, potentially delinquent loans,
loans with an existing valuation allowance, loans maturing within two years and
loans with a loan-to-value ratio greater than 90% as determined in the prior
year.
We establish valuation allowances for loans that we deem impaired, as
determined through our annual review process. We define impaired loans
consistent with Statement of Financial Accounting Standards No. 114, Accounting
by Creditors for Impairment of a Loan, as loans as to which we probably will not
collect all amounts due according to applicable contractual terms of the
agreement. We base valuation allowances upon the present value of expected
future cash flows discounted at the loan's original effective interest rate or
the value of the loan's collateral. We record valuation allowances as realized
losses and include them in earnings. We record subsequent adjustments to
allowances as realized gains or losses and include them in earnings.
163
<PAGE> 165
The following table presents the amortized cost and valuation allowances
for commercial mortgage loans distributed by loan classification at September
30, 1999, December 31, 1998 and December 31, 1997:
COMMERCIAL MORTGAGE LOAN DISTRIBUTION AND VALUATION ALLOWANCE BY LOAN
CLASSIFICATION
<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1999 AT DECEMBER 31, 1998
----------------------------------------- -----------------------------------------
% OF % OF
AMORTIZED % OF VALUATION AMORTIZED AMORTIZED % OF VALUATION AMORTIZED
COST(1) TOTAL ALLOWANCE COST COST(1) TOTAL ALLOWANCE COST
--------- ----- --------- --------- --------- ----- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Performing.............. $14,022 94.0% $ 60 0.4% $11,490 91.9% $ 44 0.4%
Restructured............ 877 5.9 77 8.8% 953 7.7 85 8.9%
Delinquent or under
foreclosure........... 22 0.1 5 22.7% 55 0.4 10 18.2%
Potentially
delinquent............ 0 0.0 0 0.0% 4 0.0 3 75.0%
------- ----- ---- ------- ----- ----
Total................. $14,921 100.0% $142 1.0% $12,502 100.0% $142 1.1%
======= ===== ==== ======= ===== ====
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31, 1997
-----------------------------------------
% OF
AMORTIZED % OF VALUATION AMORTIZED
COST(1) TOTAL ALLOWANCE COST
--------- ----- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Performing............................................. $14,841 90.1% $ 55 0.4%
Restructured........................................... 1,280 7.8 164 12.8%
Delinquent or under foreclosure........................ 242 1.5 33 13.6%
Potentially delinquent................................. 96 0.6 7 7.3%
------- ----- ----
Total................................................ $16,459 100.0% $259 1.6%
======= ===== ====
</TABLE>
- ---------------
(1) Amortized cost is equal to carrying value before valuation allowances.
The following table presents the changes in valuation allowances for
commercial mortgage loans at September 30, 1999, December 31, 1998 and December
31, 1997:
CHANGES IN COMMERCIAL MORTGAGE LOAN VALUATION ALLOWANCES
<TABLE>
<CAPTION>
YEAR ENDED
NINE MONTHS ENDED DECEMBER 31,
SEPTEMBER 30, ----------------
1999 1998 1997
----------------- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Balance, beginning of period......................... $142 $ 259 $ 454
Additions............................................ 35 30 46
Deductions for writedowns and dispositions(1)........ (35) (147) (241)
---- ----- -----
Balance, end of period............................... $142 $ 142 $ 259
==== ===== =====
</TABLE>
- ---------------
(1) Includes $26 million related to commercial mortgage loans held by entities
sold in 1998.
The principal risks in holding commercial mortgage loans are property
specific, supply and demand, financial and capital market risks. Property
specific risks include the geographic location of the property, the physical
condition of the property, the diversity of tenants and the rollover of their
leases and the ability of the property manager to attract tenants and manage
expenses. Supply and demand risks include changes in the supply and/or demand
for rental space which cause changes in vacancy rates and/or rental rates.
Financial risks include the overall level of debt on the property and the amount
of principal repaid during the loan term. Capital market risks include the
general level of interest rates, the liquidity for these securities in the
marketplace and the capital available for refinancing of a loan.
164
<PAGE> 166
AGRICULTURAL MORTGAGE LOANS. We diversify our agricultural mortgage loans
by both geographic region and product type. We manage these investments through
a network of regional offices and field professionals overseen by our investment
department. The following table presents the distribution across geographic
regions and product types for agricultural mortgage loans at September 30, 1999,
December 31, 1998 and December 31, 1997:
AGRICULTURAL MORTGAGE LOAN DISTRIBUTION
BY GEOGRAPHIC REGION AND BY PRODUCT TYPE
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, --------------------------------------
1999 1998 1997
----------------- ----------------- -----------------
CARRYING % OF CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL VALUE TOTAL
-------- ----- -------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
REGION
Pacific............................ $1,176 25.6% $1,085 25.6% $ 953 25.6%
West North Central................. 1,029 22.4 931 22.0 752 20.2
South Atlantic..................... 745 16.2 734 17.4 707 19.0
East North Central................. 718 15.6 671 15.9 596 16.0
West South Central................. 391 8.5 356 8.4 307 8.2
Mountain........................... 369 8.0 327 7.7 282 7.6
East South Central................. 153 3.3 108 2.6 112 3.0
New England........................ 19 0.4 15 0.4 16 0.4
------ ----- ------ ----- ------ -----
Total............................ $4,600 100.0% $4,227 100.0% $3,725 100.0%
====== ===== ====== ===== ====== =====
PRODUCT TYPE
Annual Crop........................ $2,282 49.6% $2,128 50.3% $1,839 49.4%
Permanent.......................... 877 19.1 848 20.1 797 21.4
Agribusiness....................... 656 14.3 578 13.7 465 12.5
Livestock.......................... 644 14.0 564 13.3 531 14.2
Timber............................. 141 3.0 109 2.6 93 2.5
------ ----- ------ ----- ------ -----
Total............................ $4,600 100.0% $4,227 100.0% $3,725 100.0%
====== ===== ====== ===== ====== =====
</TABLE>
The following table presents the scheduled maturities for our agricultural
mortgage loans at September 30, 1999, December 31, 1998 and December 31, 1997:
AGRICULTURAL MORTGAGE LOAN MATURITY PROFILE
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, --------------------------------------
1999 1998 1997
----------------- ----------------- -----------------
CARRYING % OF CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL VALUE TOTAL
-------- ----- -------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Due in 1 year or less.............. $ 101 2.2% $ 70 1.7% $ 74 2.0%
Due after 1 year through 2 years... 81 1.8 76 1.8 60 1.6
Due after 2 years through 3
years............................ 81 1.8 88 2.1 91 2.4
Due after 3 years through 4
years............................ 134 2.9 112 2.6 112 3.0
Due after 4 years through 5
years............................ 149 3.2 161 3.8 115 3.1
Due after 5 years.................. 4,054 88.1 3,720 88.0 3,273 87.9
------ ----- ------ ----- ------ -----
Total............................ $4,600 100.0% $4,227 100.0% $3,725 100.0%
====== ===== ====== ===== ====== =====
</TABLE>
Approximately 61% of the $4,600 million of agricultural mortgage loans
outstanding at September 30, 1999 was subject to rate resets prior to maturity.
A substantial portion of these loans were successfully renegotiated and remain
outstanding to maturity. The process and
165
<PAGE> 167
policies for monitoring the agricultural mortgage loans and classifying them by
performance status are generally the same as those for the commercial loans.
The following table presents the amortized cost and valuation allowances
for agricultural mortgage loans distributed by loan classification at September
30, 1999, December 31, 1998 and December 31, 1997:
AGRICULTURAL MORTGAGE LOAN DISTRIBUTION AND VALUATION ALLOWANCE BY LOAN
CLASSIFICATION
<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1999 AT DECEMBER 31, 1998
----------------------------------------- -----------------------------------------
% OF % OF
AMORTIZED % OF VALUATION AMORTIZED AMORTIZED % OF VALUATION AMORTIZED
COST(1) TOTAL ALLOWANCE COST COST(1) TOTAL ALLOWANCE COST
--------- ----- --------- --------- --------- ----- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Performing.............. $4,362 94.3% $10 0.2% $4,051 95.2% $10 0.2%
Restructured............ 152 3.3 12 7.9% 182 4.3 14 7.7%
Delinquent or under
foreclosure........... 84 1.8 4 4.8% 10 0.2 0 0.0%
Potentially
delinquent............ 29 0.6 1 3.4% 12 0.3 4 33.3%
------ ----- --- ------ ----- ---
Total................. $4,627 100.0% $27 0.6% $4,255 100.0% $28 0.7%
====== ===== === ====== ===== ===
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31, 1997
--------------------------------------------
% OF
AMORTIZED % OF VALUATION AMORTIZED
COST(1) TOTAL ALLOWANCE COST
--------- ----- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Performing....................................... $3,607 96.1% $10 0.3%
Restructured..................................... 103 2.8 12 11.7%
Delinquent or under foreclosure.................. 13 0.3 0 0.0%
Potentially delinquent........................... 29 0.8 5 17.2%
------ ----- ---
Total.......................................... $3,752 100.0% $27 0.7%
====== ===== ===
</TABLE>
- ---------------
(1) Amortized cost is equal to carrying value before valuation allowances.
The following table presents the changes in valuation allowances for
agricultural mortgage loans at September 30, 1999, December 31, 1998 and
December 31, 1997:
CHANGES IN AGRICULTURAL MORTGAGE LOAN VALUATION ALLOWANCES
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
NINE MONTHS ENDED ------------------
SEPTEMBER 30, 1999 1998 1997
------------------ ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Balance, beginning of period....................... $28 $27 $12
Additions.......................................... 1 10 15
Deductions for writedowns and dispositions......... (2) (9) --
--- --- ---
Balance, end of period............................. $27 $28 $27
=== === ===
</TABLE>
The principal risks in holding agricultural mortgage loans are property
specific, supply and demand, financial and capital market risks. Property
specific risks include the location of the property, soil types, weather
conditions and the other factors that may impact the borrower's personal
guaranty. Supply and demand risks include the supply and demand for the
commodities produced on the specific property and the related price for those
commodities. Financial risks include the overall level of debt on the property
and the amount of principal repaid during the loan term. Capital market risks
include the general level of interest rates, the liquidity for these securities
in the marketplace and the capital available for refinancing of a loan.
166
<PAGE> 168
EQUITY REAL ESTATE AND REAL ESTATE JOINT VENTURES
Our equity real estate and real estate joint venture investments consist of
commercial and agricultural properties located throughout the U.S. and Canada.
We manage these investments through a network of regional offices overseen by
our investment department. At September 30, 1999, December 31, 1998 and December
31, 1997, the carrying value of our equity real estate and real estate joint
ventures was $5,923 million, $6,287 million and $7,080 million, respectively, or
4.1%, 4.5% and 5.1% of total cash and invested assets. The carrying value of
equity real estate is stated at depreciated cost net of impairments and
valuation allowances. The carrying value of real estate joint ventures is stated
at our equity in the real estate joint ventures net of impairments and valuation
allowances. These holdings consist of equity real estate, interests in real
estate joint ventures and real estate acquired upon foreclosure of commercial
and agricultural mortgage loans. The following table presents the carrying value
of our equity real estate and real estate joint ventures at September 30, 1999,
December 31, 1998 and December 31, 1997:
EQUITY REAL ESTATE AND REAL ESTATE JOINT VENTURES
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, --------------------------------------
1999 1998 1997
----------------- ----------------- -----------------
CARRYING % OF CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL VALUE TOTAL
-------- ----- -------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
TYPE
Equity real estate................. $5,508 93.0% $5,559 88.5% $6,290 88.8%
Real estate joint ventures......... 333 5.6 574 9.1 572 8.1
------ ----- ------ ----- ------ -----
Subtotal......................... 5,841 98.6 6,133 97.6 6,862 96.9
Foreclosed real estate............. 82 1.4 154 2.4 218 3.1
------ ----- ------ ----- ------ -----
Total............................ $5,923 100.0% $6,287 100.0% $7,080 100.0%
====== ===== ====== ===== ====== =====
</TABLE>
These investments are diversified by geographic location and property
types. The following table presents the distribution across geographic regions
and property types for equity real estate and real estate joint ventures at
September 30, 1999, December 31, 1998 and December 31, 1997:
EQUITY REAL ESTATE AND REAL ESTATE JOINT VENTURES
DISTRIBUTION BY REGION AND PROPERTY TYPE
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, --------------------------------------
1999 1998 1997
----------------- ----------------- -----------------
CARRYING % OF CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL VALUE TOTAL
-------- ----- -------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
REGION
East............................... $1,927 32.6% $1,960 31.2% $2,225 31.4%
West............................... 1,658 28.0 1,828 29.1 2,078 29.4
South.............................. 1,499 25.3 1,628 25.9 1,726 24.4
Midwest............................ 660 11.1 681 10.8 794 11.2
International...................... 179 3.0 190 3.0 257 3.6
------ ----- ------ ----- ------ -----
Total............................ $5,923 100.0% $6,287 100.0% $7,080 100.0%
====== ===== ====== ===== ====== =====
</TABLE>
167
<PAGE> 169
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, --------------------------------------
1999 1998 1997
----------------- ----------------- -----------------
CARRYING % OF CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL VALUE TOTAL
-------- ----- -------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
PROPERTY TYPE
Office............................. $4,087 69.0% $4,265 67.8% $4,730 66.8%
Retail............................. 616 10.4 640 10.2 804 11.4
Apartments......................... 428 7.2 418 6.6 406 5.7
Land............................... 272 4.6 313 5.0 346 4.9
Agriculture........................ 103 1.8 195 3.1 214 3.0
Hotel.............................. 148 2.5 169 2.7 223 3.2
Industrial......................... 154 2.6 168 2.7 206 2.9
Other.............................. 115 1.9 119 1.9 151 2.1
------ ----- ------ ----- ------ -----
Total............................ $5,923 100.0% $6,287 100.0% $7,080 100.0%
====== ===== ====== ===== ====== =====
</TABLE>
Office properties representing 69.0%, 67.8% and 66.8% of our equity real
estate and real estate joint venture holdings at September 30, 1999, December
31, 1998 and December 31, 1997, respectively, are well diversified
geographically. The average occupancy level of office properties was 92%, 93%
and 91% at September 30, 1999, December 31, 1998 and December 31, 1997,
respectively.
We classify equity real estate and real estate joint ventures as held for
investment or held for sale. The following table presents the carrying value of
equity real estate and real estate joint ventures by such classifications at
September 30, 1999, December 31, 1998 and December 31, 1997:
EQUITY REAL ESTATE AND REAL ESTATE JOINT VENTURES
CLASSIFICATION BY HELD FOR INVESTMENT AND HELD FOR SALE
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, -----------------------------------
1999 1998 1997
---------------- ---------------- ----------------
CARRYING % OF CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL VALUE TOTAL
-------- ----- -------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Equity real estate and real estate joint
ventures held for investment............ $5,239 88.5% $5,893 93.7% $6,324 89.3%
Equity real estate and real estate joint
ventures held for sale.................... 684 11.5 394 6.3 756 10.7
------ ----- -------- ----- -------- -----
Total................................... $5,923 100.0% $6,287 100.0% $7,080 100.0%
====== ===== ======== ===== ======== =====
</TABLE>
Ongoing management of these investments includes quarterly appraisals as
well as an annual market update and review of each property's budget, financial
returns, lease rollover status and our exit strategy. In addition to individual
property reviews, we employ an overall strategy of selective dispositions and
acquisitions as market opportunities arise. Our current strategy follows the
completion of a program to substantially reduce the size of our total real
estate holdings. Our disposition effort began in 1995, when the carrying value
of our holdings at year end was $9,514 million, and ended in 1998 with a
carrying value of our holdings at $6,287 million.
We adjust the carrying value of equity real estate and real estate joint
ventures held for investment for impairments whenever events or changes in
circumstances indicate that the carrying value of the property may not be
recoverable. We write down impaired real estate to estimated fair value, which
we generally compute using the present value of future cash flows from the
property, discounted at a rate commensurate with the underlying risks. We record
writedowns as realized losses through earnings and we reduce the cost basis of
the properties
168
<PAGE> 170
accordingly. We do not change the new cost basis for subsequent recoveries in
value. Cumulative writedowns on equity real estate and real estate joint
ventures that are held for investment, excluding real estate acquired upon
foreclosure of commercial and agricultural mortgage loans, were $321 million,
$408 million and $407 million at September 30, 1999, December 31, 1998 and
December 31, 1997, respectively.
We record real estate acquired upon foreclosure of commercial and
agricultural mortgage loans at the lower of estimated fair value or the carrying
value of the mortgage loan at the date of foreclosure.
Once we identify a property to be sold and commence a firm plan for
marketing the property, we establish and periodically revise, if necessary, a
valuation allowance to adjust the carrying value of the property to its expected
sales value, less associated selling costs, if it is lower than the property's
carrying value. We record allowances as realized losses and include them in
earnings. We record subsequent adjustments to allowances as realized gains or
losses and include them in earnings.
Our carrying value of equity real estate and real estate joint ventures
held for sale, including real estate acquired upon foreclosure of commercial and
agricultural mortgage loans, in the amounts of $684 million, $394 million and
$756 million at September 30, 1999, December 31, 1998 and December 31, 1997,
respectively, are net of impairments of $197 million, $119 million and $49
million and net of valuation allowances of $52 million, $33 million and $110
million, respectively.
EQUITY SECURITIES AND OTHER LIMITED PARTNERSHIP INTERESTS
Our equity securities primarily consist of investments in common stocks.
Substantially all of the common stock is publicly traded on major securities
exchanges. The other limited partnership interests primarily represent ownership
interests in pooled investment funds that make private equity investments in
companies in the U.S. and overseas. We classify our investments in common stocks
as available for sale and mark them to market except for non-marketable private
equities which are generally carried at cost. We account for our investments in
limited partnership interests in which we do not have a controlling interest in
accordance with the equity method of accounting. Our investments in equity
securities represented 1.5%, 1.7% and 3.1% of cash and invested assets at
September 30, 1999, December 31, 1998 and December 31, 1997, respectively.
The following table presents the carrying values of our investments in
equity securities and other limited partnership interests at September 30, 1999,
December 31, 1998 and December 31, 1997:
INVESTMENTS IN EQUITY SECURITIES AND OTHER LIMITED PARTNERSHIP INTERESTS
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, --------------------------------------
1999 1998 1997
----------------- ----------------- -----------------
CARRYING % OF CARRYING % OF CARRYING % OF
VALUE TOTAL VALUE TOTAL VALUE TOTAL
-------- ----- -------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Equity securities.................. $2,115 63.3% $2,340 70.8% $4,250 83.3%
Other limited partnership
interests.......................... 1,225 36.7 964 29.2 855 16.7
------ ----- ------ ----- ------ -----
Total............................ $3,340 100.0% $3,304 100.0% $5,105 100.0%
====== ===== ====== ===== ====== =====
</TABLE>
Equity securities include, at September 30, 1999, December 31, 1998 and
December 31, 1997, $259 million, $239 million and $268 million, respectively, of
private equity securities. We may not freely trade our private equity securities
because of restrictions imposed by Federal and state securities laws and
illiquid trading markets.
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The 1998 decline in equity securities is primarily due to the sale of
corporate equities of approximately $2.2 billion, the proceeds from which were
reinvested in fixed maturities with a higher current yield. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations".
At September 30, 1999, December 31, 1998 and 1997, approximately $424
million, $452 million and $180 million, respectively, of our equity securities
holdings were effectively fixed at a minimum value of $371 million, $371 million
and $162 million in these respective periods, primarily through the use of
convertible securities and other derivatives. In 1998, one exchangeable
subordinated debt security was terminated resulting in realized investment gains
of $32 million. The remaining exchangeable subordinated debt securities mature
through 2002 and we may terminate them earlier at our discretion.
PROBLEM AND POTENTIAL PROBLEM EQUITY SECURITIES AND OTHER LIMITED PARTNERSHIP
INTERESTS
We monitor our equity securities and other limited partnership interests on
a continual basis. Through this monitoring process, we identify investments that
management considers to be problems or potential problems.
Problem equity securities and other limited partnership interests are
defined as securities (1) in which significant declines in revenues and/or
margins threaten the ability of the issuer to continue operating or (2) where
the issuer has subsequently entered bankruptcy.
Potential problem equity securities and other limited partnership interests
are defined as securities issued by a company that is experiencing significant
operating problems or difficult industry conditions. Criteria generally
indicative of these problems or conditions are (1) cash flows falling below
varying thresholds established for the industry and other relevant factors, (2)
significant declines in revenues and/or margins, (3) public securities trading
at a substantial discount as a result of specific credit concerns and (4) other
information that becomes available.
Equity securities or other limited partnership interests which are deemed
to be other than temporarily impaired are written down to management's
expectation of ultimate realizable value. Writedowns are recorded as realized
investment losses and are included in earnings and the cost basis of the equity
securities and other limited partnership interests are adjusted accordingly. The
new cost basis is not changed for subsequent recoveries in value. For the nine
months ended September 30, 1999 and for the years ended December 31, 1998 and
1997, such writedowns were $30 million, $38 million and $5 million,
respectively. Cumulative writedowns on equity securities and other limited
partnership interests owned at September 30, 1999, December 31, 1998 and
December 31, 1997 were $38 million, $55 million and $22 million, respectively.
OTHER INVESTED ASSETS
Our other invested assets consist principally of leveraged leases, which
are recorded net of non-recourse debt. We participate in lease transactions
which are diversified by geographic area. We regularly review residual values
and write down residuals to expected values as needed. Our other invested assets
represented 1.0%, 1.1% and 3.2% of cash and invested assets at September 30,
1999, December 31, 1998 and December 31, 1997, respectively.
DERIVATIVE FINANCIAL INSTRUMENTS
We use derivative instruments to manage market risk through one of four
principal risk management strategies: the hedging of invested assets,
liabilities, portfolios of assets or liabilities and anticipated transactions.
Our derivative strategy employs a variety of instruments including financial
futures, financial forwards foreign exchange contracts, foreign currency swaps,
interest rate swaps, interest rate caps and options.
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We held the following positions in derivative financial instruments (other
than equity options) at September 30, 1999, December 31, 1998 and December 31,
1997:
DERIVATIVE FINANCIAL INSTRUMENTS
<TABLE>
<CAPTION>
AT DECEMBER 31,
AT SEPTEMBER 30, ------------------------------------
1999 1998 1997
---------------- ---------------- ----------------
NOTIONAL % OF NOTIONAL % OF NOTIONAL % OF
AMOUNT TOTAL AMOUNT TOTAL AMOUNT TOTAL
-------- ----- -------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Financial futures.................... $ 4,338 22.3% $ 2,190 17.0% $2,262 38.0%
Financial forwards................... 200 1.0 0 0.0 0 0.0
Foreign exchange contracts........... 0 0.0 136 1.1 150 2.5
Foreign currency swaps............... 847 4.4 580 4.5 258 4.3
Interest rate swaps.................. 1,677 8.6 1,621 12.5 1,464 24.6
Interest rate caps................... 12,375 63.7 8,391 64.9 1,545 26.0
Options (fixed maturities)........... 0 0.0 0 0.0 275 4.6
------- ----- ------- ----- ------ -----
Total.............................. $19,437 100.0% $12,918 100.0% $5,954 100.0%
======= ===== ======= ===== ====== =====
</TABLE>
SECURITIES LENDING
Pursuant to our securities lending program, we lend securities to major
brokerage firms. Our policy requires a minimum of 102% of the fair value of the
loaned securities as collateral, calculated on a daily basis. Our securities on
loan at September 30, 1999 and at December 31, 1998 had estimated fair values of
$6,297 million and $4,552 million, respectively.
SEPARATE ACCOUNT ASSETS
We manage each separate account's assets in accordance with the prescribed
investment policy that applies to that specific separate account. We establish
separate accounts on a single client and multi-client commingled basis in
conformity with insurance laws. Generally, separate accounts are not chargeable
with liabilities that arise from any other business of ours. Separate account
assets are subject to our general account's claims only to the extent that the
value of such assets exceeds the separate account liabilities, as defined by the
account's contract. If we use a separate account to support a contract providing
guaranteed benefits, we must comply with the asset maintenance requirements
stipulated under Regulation 128 of the New York Insurance Department. We monitor
these requirements at least monthly and in addition perform cash flow analyses,
similar to that conducted for the general account, on an annual basis. We report
separately as assets and liabilities investments held in separate accounts and
liabilities of the separate accounts. We report substantially all separate
account assets at their fair market value. Investment income and gains or losses
on the investments of separate accounts accrue directly to contractholders, and,
accordingly, we do not reflect them in our consolidated statements of income and
cash flows. We reflect in our revenues fees charged to the separate accounts by
us, including mortality charges, risk charges, policy administration fees,
investment management fees and surrender charges.
REGULATION
INSURANCE REGULATION
Metropolitan Life Insurance Company is licensed to transact insurance
business in, and is subject to regulation and supervision by all 50 states, the
District of Columbia, Puerto Rico, the U.S. Virgin Islands and Canada and each
of its 11 provinces. Each of our other insurance subsidiaries is licensed and
regulated in all U.S. and international jurisdictions where it conducts
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insurance business. The extent of such regulation varies, but most jurisdictions
have laws and regulations governing the financial aspects of insurers, including
standards of solvency, reserves, reinsurance, capital adequacy and the business
conduct of insurers. In addition, statutes and regulations usually require the
licensing of insurers and their agents, the approval of policy forms and related
materials and, for certain lines of insurance, the approval of rates. Such
statutes and regulations also prescribe the permitted types and concentration of
investments.
The New York Insurance Law limits the sales commissions and certain other
marketing expenses that may be incurred in connection with the sale of life
insurance policies and annuity contracts. Our insurance subsidiaries are each
required to file reports, generally including detailed annual financial
statements, with insurance regulatory authorities in each of the jurisdictions
in which they do business, and their operations and accounts are subject to
periodic examination by such authorities. Our subsidiaries must also file, and
in many jurisdictions and in some lines of insurance obtain regulatory approval
for, rules, rates and forms relating to the insurance written in the
jurisdictions in which they operate.
The NAIC has established a program of accrediting state insurance
departments. NAIC accreditation permits accredited states to conduct periodic
examinations of insurance companies domiciled in such states. NAIC-accredited
states will not accept reports of examination of insurance companies from
unaccredited states except under limited circumstances. As a direct result,
insurers domiciled in unaccredited states may be subject to financial
examination by accredited states in which they are licensed, in addition to any
examinations conducted by their domiciliary states. The accreditation of the New
York Insurance Department, our principal insurance regulator, has been suspended
as a result of the New York legislature's failure to adopt certain model NAIC
laws, including provisions restricting dividends to holding companies. We
believe that the suspension of the NAIC accreditation of the Department, even if
continued, will not have a significant impact upon our ability to conduct our
insurance businesses.
State and Federal insurance and securities regulatory authorities and other
state law enforcement agencies and attorneys general from time to time make
inquiries regarding compliance by our insurance subsidiaries with insurance,
securities and other laws and regulations regarding the conduct of our insurance
and securities businesses. We endeavor to respond to such inquiries in an
appropriate way and to take corrective action if warranted.
HOLDING COMPANY REGULATION. We and our insurance subsidiaries are subject
to regulation under the insurance holding company laws of various jurisdictions.
The insurance holding company laws and regulations vary from jurisdiction to
jurisdiction, but generally require an insurance holding company (and insurers
that are subsidiaries of insurance holding companies) to register with state
regulatory authorities and to file with those authorities certain reports,
including information concerning their capital structure, ownership, financial
condition, certain intercompany transactions and general business operations.
State insurance statutes also typically place restrictions and limitations
on the amount of dividends or other distributions payable by insurance company
subsidiaries to their parent companies as well as on transactions between an
insurer and its affiliates. See "Risk Factors -- Dividends may be affected by
limitations imposed on Metropolitan Life Insurance Company" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources -- MetLife, Inc." The New York Insurance Law and
the regulations thereunder also restrict the aggregate amount of investments
Metropolitan Life Insurance Company may make in non-life insurance subsidiaries,
and provide for detailed periodic reporting on subsidiaries.
GUARANTY ASSOCIATIONS AND SIMILAR ARRANGEMENTS. Most of the jurisdictions
in which we are admitted to transact business require life insurance companies
doing business within the jurisdiction to participate in guaranty associations,
which are organized to pay contractual benefits owed pursuant to insurance
policies issued by impaired, insolvent or failed life insurance
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companies. These associations levy assessments, up to prescribed limits, on all
member insurers in a particular state on the basis of the proportionate share of
the premiums written by member insurers in the lines of business in which the
impaired, insolvent or failed insurer is engaged. Some states permit member
insurers to recover assessments paid through full or partial premium tax
offsets.
In none of the past five years have assessments levied against our
insurance subsidiaries been material. While the amount and timing of future
assessments are not predictable, we have established liabilities for guarantee
fund assessments that we consider adequate for assessments with respect to
insurance companies that are currently subject to insolvency proceedings.
STATUTORY EXAMINATION. As part of their routine regulatory oversight
process, state insurance departments conduct periodic detailed examinations of
the books, records and accounts of insurance companies domiciled in their
states. These examinations are generally conducted in cooperation with the
departments of two or three other states under guidelines promulgated by the
NAIC. The New York Insurance Department recently completed an examination of
Metropolitan Life Insurance Company for the five-year period ended December 31,
1993. The New York Insurance Department's Report on Examination of Metropolitan
Life Insurance Company as of December 31, 1993 found that, during the five-year
examination period 1989 through 1993, Metropolitan Life Insurance Company failed
to fully comply with the disclosure requirements of a New York Insurance
Department regulation regarding replacements of certain of its insurance
policies with other policies issued by it, and used certain policy forms that
had not been filed with or approved by the Insurance Department. These findings
resulted in a $250,000 fine and other remedies which, in our view, are not
material to our business, financial condition or results of operations. The
Report contained other findings which did not result in a fine. The New York
Insurance Department recently commenced an examination of Metropolitan Life
Insurance Company for each of the five years in the period ended December 31,
1998.
State insurance departments also periodically conduct market conduct
examinations of the sales practices of insurance companies, including our life
insurance subsidiaries. Regulatory authorities in a small number of states,
including both insurance departments and attorneys general, have ongoing
investigations of our sales of individual life insurance policies or annuities,
including investigations of alleged improper replacement transactions and
alleged improper sales of insurance with inaccurate or inadequate disclosures as
to the period for which premiums would be payable. Over the past several years,
we have resolved a number of investigations by other regulatory authorities for
monetary payments and certain other relief, and may continue to do so in the
future.
NAIC RATIOS. On the basis of statutory financial statements filed with
state insurance regulators, the NAIC calculates annually twelve financial ratios
to assist state regulators in monitoring the financial condition of insurance
companies. A "usual range" of results for each ratio is used as a benchmark.
Departure from the "usual range" on four or more of the ratios can lead to
inquiries from individual state insurance departments. In each of the years 1996
through 1998, at most one ratio for Metropolitan Life Insurance Company fell
outside the usual range.
POLICY AND CONTRACT RESERVE SUFFICIENCY ANALYSIS. Under the New York
Insurance Law, Metropolitan Life Insurance Company is required to conduct
annually an analysis of the sufficiency of all life and health insurance and
annuity statutory reserves. A qualified actuary must submit an opinion which
states that the statutory reserves, when considered in light of the assets held
with respect to such reserves, make good and sufficient provision for the
associated contractual obligations and related expenses of the insurer. If such
an opinion cannot be provided, the insurer must set up additional reserves by
moving funds from surplus. Since the inception of this requirement, we have
provided this opinion without any qualifications.
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STATUTORY INVESTMENT RESERVES. Statutory accounting practices require a
life insurance company to maintain both an asset valuation reserve and an
interest maintenance reserve to absorb both realized and unrealized gains and
losses on a portion of its investments. The asset valuation reserve is a
statutory reserve for fixed maturity securities, equity securities, mortgage
loans, equity real estate, and other invested assets. The asset valuation
reserve is designed to capture all realized and unrealized gains and losses on
such assets, other than those resulting from changes in interest rates. The
level of the asset valuation reserve is based on both the type of investment and
its credit rating. In addition, the reserves required for similar investments,
for example, fixed maturity securities, differ according to the credit ratings
of the investments, which are based upon ratings established periodically by the
NAIC Securities Valuation Office. The interest maintenance reserve applies to
all types of fixed maturity securities, including bonds, preferred stocks,
mortgage backed securities and mortgage loans. The interest maintenance reserve
is designed to capture the net gains which are realized upon the sale of such
investments and which result from changes in the overall level of interest
rates. The captured net realized gains or losses are then amortized into income
over the remaining period to the stated maturity of the investment sold. Any
increase in the asset valuation reserve and interest maintenance reserve causes
a reduction in our insurance companies' statutory capital and surplus which, in
turn, reduces funds available for stockholder dividends.
SURPLUS AND CAPITAL. The New York Insurance Law requires Metropolitan Life
Insurance Company, as a New York domestic insurer, to maintain at least $300,000
in surplus. After the demutualization, Metropolitan Life Insurance Company will
be required to maintain $2,000,000 in capital. In addition, prior to the
demutualization, the New York Insurance Law limited the amount of surplus that
Metropolitan Life Insurance Company, as a New York domestic mutual insurer,
could accumulate. We intend to continue offering participating policies after
the demutualization. We will be subject to statutory restrictions that limit to
10% the amount of statutory profits on participating policies written after the
demutualization (measured before dividends to policyholders) that can inure to
the benefit of stockholders. We believe that the impact of these restrictions on
our earnings will not be significant.
Our U.S. insurance subsidiaries are subject to the supervision of the
regulators in each jurisdiction in which they are licensed to transact business.
Regulators have discretionary authority, in connection with the continued
licensing of these insurance subsidiaries, to limit or prohibit sales to
policyholders if, in their judgment, the regulators determine that such insurer
has not maintained the minimum surplus or capital or if further transaction of
business will be hazardous to policyholders.
RISK-BASED CAPITAL. Section 1322 of the New York Insurance Law requires
that New York life insurers report their RBC based on a formula calculated by
applying factors to various asset, premium and reserve items. The formula takes
into account the risk characteristics of the insurer, including asset risk,
insurance risk, interest rate risk and business risk. The New York Insurance
Department uses the formula only as an early warning regulatory tool to identify
possible inadequately capitalized insurers for purposes of initiating regulatory
action, and not as a means to rank insurers generally. Section 1322 imposes
broad confidentiality requirements on those engaged in the insurance business
(including insurers, agents, brokers and others) and on the Insurance Department
as to the use and publication of RBC data.
Section 1322 gives the New York Superintendent of Insurance explicit
regulatory authority to require various actions by, or take various actions
against, insurers whose total adjusted capital does not exceed certain RBC
levels. At September 30, 1999, Metropolitan Life Insurance Company's total
adjusted capital was in excess of each of those RBC levels.
The U.S. insurance subsidiaries of Metropolitan Life Insurance Company are
also subject, each individually, to these same RBC requirements. At September
30, 1999, the RBC levels of these insurance subsidiaries also were in excess of
the RBC threshold.
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The NAIC has recently adopted the Codification of Statutory Accounting
Principles for life insurers, which is to become effective on January 1, 2001.
Prior to implementation by Metropolitan Life Insurance Company, the Codification
requires adoption by the New York Insurance Department, which may adopt the
standards, in full or in part, or fail to adopt the standards. Based on a study
commissioned by the NAIC, the overall impact to life insurers resulting from
adoption of the codification is not expected to have a material adverse impact;
however, a detailed analysis will be necessary to determine the actual impact of
Codification on the statutory results of operations and statutory financial
position of Metropolitan Life Insurance Company.
REGULATION OF INVESTMENTS. Our insurance subsidiaries are subject to state
laws and regulations that require diversification of our investment portfolios
and limit the amount of investments in certain asset categories such as below
investment grade fixed income securities, equity real estate, other equity
investments and derivatives. Failure to comply with these laws and regulations
would cause investments exceeding regulatory limitations to be treated as NON-
ADMITTED ASSETS for purposes of measuring surplus, and, in some instances, would
require divestiture of such non-qualifying investments. We believe that the
investments made by our insurance subsidiaries complied with such regulations at
September 30, 1999.
FEDERAL INSURANCE INITIATIVES. Although the Federal government generally
does not directly regulate the insurance business, Federal initiatives often
have an impact on the business in a variety of ways. Current and proposed
Federal measures that may significantly affect the insurance business include
limitations on antitrust immunity and minimum solvency requirements. For a
discussion of the Gramm-Leach-Bliley Act of 1999, permitting affiliations
between banks and insurance companies, see "Business -- Competition".
VALUATION OF LIFE INSURANCE POLICIES MODEL REGULATION. The NAIC has
adopted a revision to the Valuation of Life Insurance Policies Model Regulation
(known as XXX Regulation). This model regulation would establish new minimum
statutory reserve requirements for certain individual life insurance policies
written in the future. Before the new reserve standards can become effective,
individual states must adopt the model regulation. If these reserve standards
were adopted in their current form, companies selling certain individual life
insurance products such as term life insurance with guaranteed premium periods
and universal life insurance products with no-lapse guarantees would be required
to redesign their products or hold increased reserves to be consistent with the
new minimum standards with respect to policies issued after the effective date
of the regulation. It is likely that the industry will encourage the states to
adopt the regulation with an effective date of January 1, 2000. New York State
adopted a regulation similar to the model regulation in 1994, and is considering
amending its regulation to be consistent with XXX Regulation.
BROKER-DEALER AND SECURITIES REGULATION
Metropolitan Life Insurance Company, some of its subsidiaries and certain
policies and contracts offered by them are subject to various levels of
regulation under the Federal securities laws administered by the Securities and
Exchange Commission. Metropolitan Life Insurance Company and some of its
subsidiaries are investment advisers registered under the Investment Advisers
Act of 1940, as amended. In addition, some separate accounts and a variety of
mutual funds are registered under the Investment Company Act of 1940, as
amended. Some annuity contracts and insurance policies issued by Metropolitan
Life Insurance Company and some of its subsidiaries are funded by separate
accounts, the interests in which are registered under the Securities Act of
1933, as amended. Metropolitan Life Insurance Company and some of its
subsidiaries are registered as broker-dealers under the Securities Exchange Act
of 1934, as amended, and with the National Association of Securities Dealers,
Inc.
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Metropolitan Life Insurance Company also has certain pooled investment
vehicles that are exempt from registration under the Securities Act and the
Investment Company Act, but may be subject to certain other provisions of such
acts.
Federal and state securities regulatory authorities from time to time make
inquiries regarding compliance by our subsidiaries with securities and other
laws and regulations regarding the conduct of our securities businesses. We
endeavor to respond to such inquiries in an appropriate way and to take
corrective action if warranted.
These laws and regulations are primarily intended to protect investors in
the securities markets and generally grant supervisory agencies broad
administrative powers, including the power to limit or restrict the conduct of
business for failure to comply with such laws and regulations. We may also be
subject to similar laws and regulations in the states and foreign countries in
which we provide investment advisory services, offer the products described
above or conduct other securities-related activities.
ENVIRONMENTAL CONSIDERATIONS
As owners and operators of real property, we are subject to extensive
Federal, state and local environmental laws and regulations. Inherent in such
ownership and operation is also the risk that there may be potential
environmental liabilities and costs in connection with any required remediation
of such properties. In addition, we hold equity interests in companies that
could potentially be subject to environmental liabilities, although we routinely
have environmental assessments performed with respect to real estate being
acquired for investment and real property to be acquired through foreclosure. We
cannot provide assurance that unexpected environmental liabilities will not
arise. However, based on information currently available to management,
management believes that any costs associated with compliance with environmental
laws and regulations or any remediation of such properties will not have a
material adverse effect on our business, results of operations and financial
condition.
ERISA CONSIDERATIONS
We provide certain products and services to certain employee benefit plans
that are subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and/or the Internal Revenue Code of 1986, as amended (the
"Code"). As such, our activities are subject to the restrictions imposed by
ERISA and the Code, including the requirement under ERISA that fiduciaries must
perform their duties solely in the interests of ERISA plan participants and
beneficiaries and the requirement under ERISA and the Code that fiduciaries may
not cause a covered plan to engage in certain prohibited transactions with
persons who have certain relationships with respect to such plans. The
applicable provisions of ERISA and the Code are subject to enforcement by the
Department of Labor, the Internal Revenue Service and the Pension Benefit
Guaranty Corporation.
On December 13, 1993, the U.S. Supreme Court issued its opinion in John
Hancock Mutual Life Insurance Company v. Harris Trust and Savings Bank. The
Court held that certain assets in excess of amounts necessary to satisfy
guaranteed obligations held by John Hancock in its general account under a
participating group annuity contract are "plan assets" and therefore subject to
certain fiduciary obligations under ERISA, which specifies that fiduciaries must
perform their duties solely in the interest of ERISA plan participants and
beneficiaries. The Court limited the imposition of ERISA fiduciary obligations
in these instances to assets in an insurer's general account that were not
reserved to pay benefits of guaranteed benefit policies (i.e., benefits whose
value would not fluctuate in accordance with the insurer's investment
experience). On December 22, 1997, the Secretary of Labor issued proposed
regulations, providing guidance for the purpose of determining, in cases where
an insurer issues one or more policies backed by the insurer's general account
to or for the benefit of an employee benefit plan, the extent to which
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assets of the insurer constitute plan assets for purposes of ERISA and the Code.
Final regulations will be issued after a notice and comment period. The
regulations will apply only with respect to a policy issued by an insurer on or
before December 31, 1998. In the case of such a policy, the regulations will
generally take effect at the end of the 18-month period following the date such
regulations become final. Generally, no person will be liable under ERISA or the
Code for conduct occurring prior to the end of such 18-month period, where the
basis of a claim is that insurance company general account assets constitute
plan assets. Insurers issuing new policies after December 31, 1998 that are not
guaranteed benefit policies will be subject to fiduciary obligations under
ERISA.
The regulations should indicate the requirements that must be met in order
to satisfy ERISA's fiduciary standards. A review of our procedures with respect
to our general account contracts will be required to ensure compliance with the
regulations.
COMPETITION
We believe that competition in our business segments is based on a number
of factors, including service, product features, price, commission structure,
financial strength, claims-paying ratings and name recognition. We compete with
a large number of other insurers, as well as non-insurance financial services
companies, such as banks, broker-dealers and asset managers, for individual
consumers, employer and other group customers and agents and other distributors
of insurance and investment products. Some of these companies offer a broader
array of products, have more competitive pricing or, with respect to other
insurers, have higher claims paying ability ratings. Some may also have greater
financial resources with which to compete. National banks, with their
pre-existing customer bases for financial services products, may increasingly
compete with insurers who sell annuities, as a result of the U.S. Supreme
Court's 1994 decision in NationsBank of North Carolina v. Variable Annuity Life
Insurance Company. That decision permits national banks to sell annuity products
of life insurers in some circumstances.
On November 12, 1999, President Clinton signed into law the
Gramm-Leach-Bliley Act of 1999, implementing fundamental changes in the
regulation of the financial services industry in the United States. The Act
permits mergers that combine commercial banks, insurers and securities firms
under one holding company. Under the Act, national banks retain their existing
ability to sell insurance products in some circumstances. In addition, bank
holding companies that qualify and elect to be treated as "financial holding
companies" may engage in activities, and acquire companies engaged in
activities, that are "financial" in nature or "incidental" or "complementary" to
such financial activities, including acting as principal, agent or broker in
selling life, property and casualty and other forms of insurance, including
annuities. A financial holding company can own any kind of insurance company or
insurance broker or agent, but its bank subsidiary cannot own the insurance
company. Under state law, the financial holding company would need to apply to
the insurance commissioner in the insurer's state of domicile for prior approval
of the acquisition of the insurer, and the Act provides that the commissioner,
in considering the application, may not discriminate against the financial
holding company because it is affiliated with a bank. Under the Act, no state
may prevent or interfere with affiliations between banks and insurers, insurance
agents or brokers, or the licensing of a bank or affiliate as an insurer or
agent or broker. Until passage of the Gramm-Leach-Bliley Act, the Glass-
Steagall Act of 1933, as amended, had limited the ability of banks to engage in
securities-related businesses, and the Bank Holding Company Act of 1956, as
amended, had restricted banks from being affiliated with insurance companies.
With the passage of the Gramm-Leach-Bliley Act, among other things, bank holding
companies may acquire insurers, and insurance holding companies may acquire
banks. The ability of banks to affiliate with insurance companies may materially
adversely affect all of our product lines by substantially increasing the
number, size and financial strength of potential competitors.
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We must attract and retain productive sales representatives to sell our
insurance, annuities and investment products. Strong competition exists among
insurers for sales representatives with demonstrated ability. We compete with
other insurers for sales representatives primarily on the basis of our financial
position, support services and compensation and product features. From 1994 to
1998, the number of agents in the MetLife career agency system declined, from
9,521 to 6,853. We believe that the decline in the number of agents in our
career agency system has stabilized, and we have undertaken several initiatives
to grow our career agency force in the future. See "Business -- Individual
Business -- Marketing and Distribution". We cannot provide assurance that these
initiatives will succeed in attracting and retaining new agents. Sales of
individual insurance, annuities and investment products and our results of
operations and financial position could be materially adversely affected if we
are unsuccessful in attracting and retaining agents.
Many of our insurance products, particularly those offered by our
Institutional Business segment, are underwritten yearly, and, accordingly, group
purchasers may be able to obtain more favorable terms from competitors rather
than renewing coverage with us. The effect of competition may, as a result,
adversely affect the persistency of these and other products, as well as our
ability to sell products in the future.
The investment management and securities brokerage businesses have
relatively few barriers to entry and continually attract new entrants. Many of
these competitors offer a broader array of investment products and services and
are better known than we as sellers of annuities and other investment products.
The Clinton Administration and various members of Congress have also
proposed reforms to the nation's health care system. While we do offer
non-medical health insurance products such as group dental insurance, long-term
care and disability insurance, we generally do not offer medical indemnity
products or managed care products, and, accordingly, do not expect to be
directly affected by such proposals to any significant degree. However, the
uncertain environment resulting from health care reform could cause group health
insurance providers to enter some of the markets in which we do business,
thereby increasing competition.
CLAIMS PAYING ABILITY RATINGS
Claims paying ability and financial strength ratings are a factor in
establishing the competitive position of insurers. A ratings downgrade (or the
potential for such a downgrade) of Metropolitan Life Insurance Company or any of
our other subsidiaries could, among other things, increase the number of
policies surrendered and withdrawals by policyholders of cash values from their
policies, adversely affect relationships with broker-dealers, banks, agents,
wholesalers and other distributors of our products and services, negatively
impact new sales, adversely affect our ability to compete and thereby have a
material adverse effect on our business, results of operations and financial
condition. Our current claims paying ability and financial strength ratings are
listed in the table below:
<TABLE>
<CAPTION>
RATING
AGENCY COMPANIES RATED RATING RATING STRUCTURE
<S> <C> <C> <C>
Standard & Metropolitan Life Insurance AA Second highest of nine
Poor's Company, New England Life ("Very Strong") ratings categories and
Ratings Insurance Company, Security mid-range within the
Services First Life Insurance Company, category based on modifiers
Metropolitan Insurance and (e.g., AA+, AA and AA- are
Annuity Company and "Very Strong")
Metropolitan Property and
Casualty Insurance Company
</TABLE>
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<TABLE>
<CAPTION>
RATING
AGENCY COMPANIES RATED RATING RATING STRUCTURE
<S> <C> <C> <C>
Moody's Metropolitan Life Insurance Aa2 Second highest of nine
Investors Company and New England Life ("Excellent")(1) ratings categories and
Service, Insurance Company mid-range within the
Inc. category based on modifiers
(e.g., Aa1, Aa2 and Aa3 are
"Excellent")
Security First Life Insurance Aa3 Second highest of nine
Company and Metropolitan ("Excellent")(1) ratings categories and
Insurance and Annuity Company lower-range within the
category based on modifiers
A.M. Best Metropolitan Life Insurance A+ Highest of nine ratings
Company, Company and Metropolitan Tower ("Superior") categories and second
Inc. Life Insurance Company highest within the category
based on modifiers (e.g.,
A++ and A+ are "Superior"
while A and A- are
"Excellent")
New England Life Insurance A Second highest of nine
Company, Security First Life ("Excellent") ratings categories and
Insurance Company, Metropolitan highest within the category
Insurance and Annuity Company, based on modifiers
Texas Life Insurance Company
and Metropolitan Property and
Casualty Insurance Company
Duff & Metropolitan Life Insurance AA+ Second highest of eight
Phelps Company, New England Life ("Very High") ratings categories and
Credit Insurance Company and Security highest within the category
Rating Co. First Life Insurance Company based on modifiers (e.g.,
AA+, AA and AA- are "Very
High")
</TABLE>
- ---------------
(1) Moody's has placed its ratings described above under review for possible
downgrade following our announcement that we had agreed to acquire
GenAmerica Corporation. See "Business -- Proposed Acquisition of GenAmerica
Corporation".
The foregoing ratings reflect each rating agency's opinion of Metropolitan
Life Insurance Company's and our other subsidiaries' financial strength,
operating performance and ability to meet our obligations to policyholders and
are not evaluations directed toward the protection of holders of MetLife, Inc.'s
common stock.
EMPLOYEES
At September 30, 1999, we employed approximately 42,300 employees. We
believe that our relations with our employees are satisfactory.
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LEGAL PROCEEDINGS
We are currently defendants in approximately 400 lawsuits, including over
40 putative or certified class action lawsuits, raising allegations of improper
marketing and sales of individual life insurance policies or annuities, which
are referred to as "sales practices claims". Two of these putative class actions
are filed in Canada, and the remainder are filed in the U.S. These cases are
brought by or on behalf of policyholders and others and allege, among other
claims, that individual life insurance policies were improperly sold in
replacement transactions or with inadequate or inaccurate disclosure concerning
the period for which premiums would be payable, or were misleadingly sold as
savings or retirement plans. The classes proposed in the pending class actions
are defined broadly enough, in the aggregate, to include a substantial number of
active and lapsed policyholders who purchased individual life insurance policies
and annuity contracts and certificates from Metropolitan Life Insurance Company
or certain of its subsidiaries during the 1980s and 1990s. In California, Ohio
and West Virginia, courts have certified or deemed certifiable classes on behalf
of policyholders in those states who allegedly did not receive proper notice of
replacement. A California trial court has also certified a class of California
universal life policyholders who were charged amounts related to the deferred
acquisition tax in their costs of insurance. As discussed below, the settlement
announced on August 18, 1999 will apply to these actions. A Federal court in
Massachusetts has certified a mandatory class involving certain former
policyholders of New England Mutual Life Insurance Company, with which
Metropolitan Life Insurance Company merged in 1996. The United States Court of
Appeals remanded the case to the trial court for further consideration. A number
of the sales practices claims pending in Federal courts have been consolidated
as a multidistrict proceeding for pre-trial purposes in the United States
District Court for the Western District of Pennsylvania and, as to former New
England Mutual Life Insurance Company policyholders, in the United States
District Court in Massachusetts. In another case, a New York Federal court has
certified or conditionally certified some subclasses of purchasers of
Metropolitan Life Insurance Company's policies and annuity contracts outside the
U.S. and Canada. In the past, we have resolved some of the individual lawsuits
through settlement, dispositive motion or, in a few instances, trial. Most of
the current cases seek substantial damages, including in some cases punitive and
treble damages and attorneys' fees. Additional litigation relating to our
marketing and sales of individual life insurance may be commenced in the future.
The following table sets forth the number of sales practices claims pending
against Metropolitan Life Insurance Company and certain of its subsidiaries as
of the dates indicated, the number of new claims during the periods ending on
those dates and the total settlement payments made to resolve sales practices
claims during those periods:
<TABLE>
<CAPTION>
AT OR FOR THE YEARS
AT OR FOR THE ENDED DECEMBER 31,
NINE MONTHS ENDED --------------------
SEPTEMBER 30, 1999 1998 1997
------------------ -------- --------
<S> <C> <C> <C>
Sales practices claims at period end (approximate).... 535 430 300
Number of new claims during period (approximate)...... 105 130 60
Settlement payments during period (Dollars in
millions)(1)........................................ $12.4 $14.3 $9.8
</TABLE>
- ---------------
(1) Settlement payments represent payments made during the period in connection
with settlements made in that period and in prior periods. Amounts do not
include our attorneys' fees and expenses.
On August 18, 1999, Metropolitan Life Insurance Company announced a
settlement resolving the multidistrict litigation proceeding involving alleged
improper sales practices currently pending in the United States District Court
for the Western District of Pennsylvania. The settlement covers sales practices
claims in connection with permanent life insurance policies and annuity
contracts or certificates issued by Metropolitan Life Insurance Company or
certain of its subsidiaries pursuant to sales made in the U.S. to individuals
between January 1, 1982 and December 31,
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<PAGE> 182
1997. The class covered by the settlement includes owners of approximately six
million in-force and terminated insurance policies and approximately one million
in-force and terminated annuity contracts.
The settlement should resolve each of the class action lawsuits relating to
sales practices claims described above, other than the class action lawsuits
involving former policyholders of New England Mutual Life Insurance Company and
purchasers outside the U.S. of policies and annuity contracts of Metropolitan
Life Insurance Company or certain of its subsidiaries. The settlement would also
resolve the individual lawsuits relating to sales practices claims between
January 1, 1982 and December 31, 1997, although the plaintiffs in those lawsuits
may elect to be excluded from the settlement and pursue lawsuits on an
individual basis against Metropolitan Life Insurance Company or certain of its
subsidiaries.
The court has preliminarily approved the settlement and has scheduled a
fairness hearing on the settlement for December 2, 1999. The settlement is
subject to the court's approval and the resolution of any appeals that are
taken.
The settlement provides for three forms of relief. General relief would be
provided, in the form of free death benefits, automatically to class members who
do not elect to exclude themselves from the settlement or who do not elect the
claim evaluation procedures set forth in the settlement. The claim evaluation
procedures permit a class member to have a claim evaluated by a third party
under procedures set forth in the settlement. Claim awards made under the claim
evaluation procedures will be in the form of policy adjustments, free death
benefits or, in some instances, cash payments. In addition, class members who
have or had an ownership interest in specified policies will also automatically
receive deferred acquisition cost tax relief in the form of free death benefits.
Approximately 20,000 class members covered by the settlement have elected to
exclude themselves from the settlement. The settlement fixes the aggregate
amounts that are available under each form of relief.
We expect that the total cost to us of the settlement will be approximately
$957 million. This amount is equal to the amount of the increase in liabilities
for the death benefits and policy adjustments and the present value of expected
cash payments to be provided to included class members, as well as attorneys'
fees and expenses and estimated other administrative costs, but does not include
the cost of litigation with policyholders who are excluded from the settlement.
We believe that the cost to us of the settlement will be substantially covered
by available reinsurance and the provisions made in our consolidated financial
statements, and thus will not have a material adverse effect on our consolidated
results of operations or financial condition. We have not yet made a claim under
those reinsurance agreements and, although there is a risk that the carriers
will refuse coverage for all or part of the claim, we believe this is very
unlikely to occur. We believe we have made adequate provision in our
consolidated financial statements for all probable losses for sales practices
claims, including litigation costs involving policyholders who are excluded from
the settlement.
Regulatory authorities in a small number of states, including both
insurance departments and attorneys general, have ongoing investigations of our
sales of individual life insurance policies or annuities, including
investigations of alleged improper replacement transactions and alleged improper
sales of insurance with inaccurate or inadequate disclosures as to the period
for which premiums would be payable. Over the past several years, we have
resolved a number of investigations by other regulatory authorities for monetary
payments and certain other relief, and may continue to do so in the future.
Metropolitan Life Insurance Company is also a defendant in numerous
lawsuits seeking compensatory and punitive damages for personal injuries
allegedly caused by exposure to asbestos or asbestos-containing products. We
have never engaged in the business of manufacturing, producing, distributing or
selling asbestos or asbestos-containing products. Rather, these lawsuits,
currently numbering in the thousands, have principally been based upon
allegations relating to certain research, publication and other activities of
one or more of Metropolitan Life Insurance Company's
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employees during the period from the 1920s through approximately the 1950s and
alleging that Metropolitan Life Insurance Company learned or should have learned
of certain health risks posed by asbestos and, among other things, improperly
publicized or failed to disclose those health risks. Legal theories asserted
against Metropolitan Life Insurance Company have included negligence,
intentional tort claims and conspiracy claims concerning the health risks
associated with asbestos. While Metropolitan Life Insurance Company believes it
has meritorious defenses to these claims, and has not suffered any adverse
judgments in respect of these claims, most of the cases have been resolved by
settlements. Metropolitan Life Insurance Company intends to continue to exercise
its best judgment regarding settlement or defense of such cases. The number of
such cases that may be brought or the aggregate amount of any liability that
Metropolitan Life Insurance Company may ultimately incur is uncertain.
Significant portions of amounts paid in settlement of such cases have been
funded with proceeds from a previously resolved dispute with Metropolitan Life
Insurance Company's primary, umbrella and first level excess liability insurance
carriers. Metropolitan Life Insurance Company is presently in litigation with
several of its excess liability insurers regarding amounts payable under its
policies with respect to coverage for these claims. The trial court has granted
summary judgment to these insurers. Metropolitan Life Insurance Company has
appealed. There can be no assurances regarding the outcome of this litigation or
the amount and timing of recoveries, if any, from these excess liability
insurers. Our asbestos-related litigation with these insurance carriers should
have no effect on our recoveries under the excess insurance policies described
below.
The following table sets forth the total number of asbestos personal injury
claims pending against Metropolitan Life Insurance Company as of the dates
indicated, the number of new claims during the periods ending on those dates and
the total settlement payments made to resolve asbestos personal injury claims
during those periods:
<TABLE>
<CAPTION>
AT OR FOR THE YEARS
AT OR FOR THE ENDED DECEMBER 31,
NINE MONTHS ENDED --------------------
SEPTEMBER 30, 1999 1998 1997
------------------ -------- --------
<S> <C> <C> <C>
Asbestos personal injury claims at period end
(approximate)....................................... 60,000 72,000 71,000
Number of new claims during period (approximate)...... 23,000 31,000 28,000
Settlement payments during period (Dollars in
millions)(1)........................................ $77.4 $47.0 $27.3
</TABLE>
- ---------------
(1) Settlement payments represent payments made during the period in connection
with settlements made in that period and in prior periods. Amounts do not
include our attorneys' fees and expenses and do not reflect amounts received
from insurance carriers.
We have recorded, in other expenses, charges of $499 million ($317 million
after-tax), $1,895 million ($1,203 million after-tax), $300 million ($190
million after-tax) and $162 million ($103 million after-tax) for the nine months
ended September 30, 1999 and for the years ended December 31, 1998, 1997 and
1996, respectively, for sales practices claims and claims for personal injuries
caused by exposure to asbestos or asbestos-containing products. The charge for
the nine months ended September 30, 1999 was principally related to the
settlement of the multidistrict litigation proceeding including alleged improper
sales practices, accruals for sales practices claims not covered by the
settlement and other legal costs. The 1998 charge of $1,895 million was
comprised of $925 million and $970 million for sales practices claims and
asbestos-related claims, respectively. We recorded the accrual for sales
practices claims based on preliminary settlement discussions and the settlement
history of other insurers.
Prior to the fourth quarter of 1998, we established a liability for
asbestos-related claims based on settlement costs for claims that we had
settled, estimates of settlement costs for claims pending against us and an
estimate of settlement costs for unasserted claims. The amount for unasserted
claims was based on management's estimate of unasserted claims that
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<PAGE> 184
would be probable of assertion. A liability is not established for claims which
we believe are only reasonably possible of assertion. Based on this process, our
accrual for asbestos-related claims at December 31, 1997 was $386 million. Our
potential liabilities for asbestos-related claims are not easily quantified, due
to the nature of the allegations against us, which are not related to the
business of manufacturing, producing, distributing or selling asbestos or
asbestos-containing products, adding to the uncertainty in the number of claims
brought against us.
During 1998, we decided to pursue the purchase of insurance to limit our
exposure to asbestos-related claims. In connection with our negotiations with
the casualty insurers to obtain this insurance, we obtained information that
caused us to reassess our accruals for asbestos-related claims. This information
included:
- Information from the insurers regarding the asbestos-related claims
experience of other insureds, which indicated that the number of claims
that were probable of assertion against us in the future was
significantly greater than we had assumed in our accruals. The number of
claims brought against us is generally a reflection of the number of
asbestos-related claims brought against asbestos defendants generally and
the percentage of those claims in which we are included as a defendant.
The information provided to us relating to other insureds indicated that
we had been included as defendants for a significant percentage of total
asbestos-related claims and that we may be included in a larger
percentage of claims in the future, because of greater awareness of
asbestos litigation generally by potential plaintiffs and plaintiffs'
lawyers and because of the bankruptcy and reorganization or the
exhaustion of insurance coverage of other asbestos defendants; and that,
although volatile, there was an upward trend in the number of total
claims brought against asbestos defendants.
- Information derived from actuarial calculations we made in the fourth
quarter of 1998 in connection with these negotiations, which helped us to
frame, define and quantify this liability. These calculations were made
using, among other things, current information regarding our claims and
settlement experience (which reflected our decision to resolve an
increased number of these claims by settlement), recent and historic
claims and settlement experience of selected other companies and
information obtained from the insurers.
Based on this information, we concluded that certain claims that previously
were considered as only reasonably possible of assertion were now probable of
assertion, increasing the number of assumed claims to approximately three times
the number assumed in prior periods. As a result of this reassessment, we
increased our liability for asbestos-related claims to $1,278 million at
December 31, 1998.
During 1998, we paid $1,407 million of premiums for excess of loss
reinsurance and insurance policies and agreements, consisting of $529 million
for the excess of loss reinsurance agreements for sales practices claims and
excess mortality losses and $878 million for the excess insurance policies for
asbestos-related claims.
We obtained the excess of loss reinsurance agreements to provide
reinsurance with respect to sales practices claims made on or prior to December
31, 1999 and for certain mortality losses in 1999. These reinsurance agreements
have a maximum aggregate limit of $650 million, with a maximum sublimit of $550
million for losses for sales practices claims. This coverage is in excess of an
aggregate self-insured retention of $385 million with respect to sales practices
claims and $506 million, plus our statutory policy reserves released upon the
death of insureds, with respect to life mortality losses. The maximum sublimit
of $550 million for sales practices claims was within a range of losses that
management believed were reasonably possible at December 31, 1998. Each excess
of loss reinsurance agreement for sales practices claims and mortality losses
contains an experience fund, which provides for payments to us at the
commutation date if experience is favorable at such date. We account for the
aggregate excess of loss reinsurance agreements as reinsurance; however, if
deposit accounting were applied, the
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effect on our consolidated financial statements in 1998, and in 1999 and 2000,
would not be significant. Under reinsurance accounting, the excess of the
liability recorded for sales practices losses recoverable under the agreements
of $540 million (representing the $925 million charge in 1998 less the $385
million retention under the agreements) over the premium paid of $529 million
results in a deferred gain of $11 million which is being amortized into income
over the settlement period from January 1999 through April 2000. Under deposit
accounting, the premium would be recorded as an other asset rather than as an
expense, and the reinsurance loss recoverable and the deferred gain would not
have been recorded. Because the agreements also contain an experience fund which
increases with the passage of time, the increase in the experience fund in 1999
and 2000 under deposit accounting would be recognized as interest income in an
amount approximately equal to the deferred gain that will be amortized into
income under reinsurance accounting.
The excess insurance policies for asbestos-related claims provide for
recovery of losses of up to $1,500 million, which is in excess of a $400 million
self-insured retention ($878 million of which was recorded as a recoverable at
December 31, 1998). The asbestos-related policies are also subject to annual and
per-claim sublimits. Amounts are recoverable under the policies annually with
respect to claims paid during the prior calendar year. Although amounts paid in
any given year that are recoverable under the policies will be reflected as a
reduction in our operating cash flows for that year, management believes that
the payments will not have a material adverse effect on our liquidity. Each
asbestos-related policy contains an experience fund and a reference fund that
provides for payments to us at the commutation date if experience under the
policy to such date has been favorable, or pro rata reductions from time to time
in the loss reimbursements to us if the cumulative return on the reference fund
is less than the return specified in the experience fund.
We believe adequate provision has been made in our consolidated financial
statements for all reasonably probable and estimable losses for sales policies
and asbestos-related claims. We believe that the excess of loss reinsurance
agreements should provide coverage for a portion of the multidistrict sales
practices settlement described above, although we have yet to file a claim under
those agreements. The increase in liabilities for death benefits and policy
adjustments and the cash payments to be made under the settlement should be
substantially offset by amounts recoverable under those agreements, as well as
amounts provided in our consolidated financial statements, and accordingly we do
not believe that they will have a material adverse effect on our consolidated
financial condition, results of operations or cash flows in future periods.
A purported class action suit involving policyholders in 32 states has been
filed in a Rhode Island state court against Metropolitan Life Insurance
Company's subsidiary, Metropolitan Property and Casualty Insurance Company, with
respect to claims by policyholders for the alleged diminished value of
automobiles after accident-related repairs. A similar "diminished value"
allegation was made recently in a Texas Deceptive Trade Practices Act letter and
lawsuit which involve a Metropolitan Property and Casualty Insurance Company
policyholder. A purported class action has been filed against Metropolitan
Casualty Insurance Company, a subsidiary of Metropolitan Property and Casualty
Insurance Company, in Florida by a policyholder alleging breach of contract and
unfair trade practices with respect to Metropolitan Casualty Insurance Company
allowing the use of parts not made by the original manufacturer to repair
damaged automobiles. These suits are in the early stages of litigation and
Metropolitan Property and Casualty Insurance Company and Metropolitan Casualty
Insurance Company intend to vigorously defend themselves against these suits.
Similar suits have been filed against several other personal lines casualty
insurers.
The United States, the Commonwealth of Puerto Rico, and various hotels and
individuals have sued MetLife Capital Corporation, a former subsidiary of
MetLife, seeking damages for clean up costs, natural resource damages, personal
injuries and lost profits and taxes based upon, among other things, a release of
oil from a barge which was being towed by the Emily S. In connection with the
sale of MetLife Capital, MetLife retained any liability related to this action.
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MetLife Capital had entered into a sale and leaseback financing arrangement with
respect to the Emily S. The plaintiffs have taken the position that MetLife
Capital, as the owner of record of the Emily S, is responsible for all damages
caused by the barge, including the oil spill. The governments of the United
States and Puerto Rico have claimed damages in excess of $150 million. At a
mediation, the action brought by the United States and Puerto Rico was
conditionally settled, provided that the governments have access to additional
sums from a fund contributed to by oil companies to help remediate oil spills.
We can provide no assurance that this action will be settled in this manner.
Various litigation, claims and assessments against us, in addition to those
discussed above and those otherwise provided for in our consolidated financial
statements, have arisen in the course of our business, including, but not
limited to, in connection with our activities as an insurer, employer, investor,
investment advisor and taxpayer. Further, state insurance regulatory authorities
and other Federal and state authorities regularly make inquiries and conduct
investigations concerning our compliance with applicable insurance and other
laws and regulations.
In some of the matters referred to above, very large and/or indeterminate
amounts, including punitive and treble damages, are sought. While it is not
feasible to predict or determine the ultimate outcome of all pending
investigations and legal proceedings or provide reasonable ranges of potential
losses, it is the opinion of our management that their outcomes, after
consideration of available insurance and reinsurance and the provisions made in
our consolidated financial statements, are not likely to have a material adverse
effect on our consolidated financial condition. However, given the large and/or
indeterminate amounts sought in certain of these matters and the inherent
unpredictability of litigation, it is possible that an adverse outcome in
certain matters could, from time to time, have a material adverse effect on our
operating results or cash flows in particular quarterly or annual periods.
PROPERTIES
One Madison Avenue in New York, New York, serves as our headquarters, and
it, along with the adjacent MetLife Tower, contains approximately 1.1 million
rentable square feet, most of which we occupy. In addition to this property, we
own 23 other buildings in the U.S. that we use in the operation of our business.
These buildings contain approximately 4.7 million rentable square feet and are
in the following states: Florida, Illinois, Massachusetts, Minnesota, New York,
New Jersey, Ohio, Oklahoma, Pennsylvania, Rhode Island and Texas. We also lease
space in approximately 1,000 other locations throughout the U.S., and these
leased facilities consist of approximately 7.3 million rentable square feet.
Approximately 58% of these leases are occupied by sales agencies for Individual
Business, and we use the balance for our other business activities. We also own
several buildings outside the U.S., comprising more than 48,000 rentable feet.
We lease approximately 365,000 rental square feet in various locations outside
the U.S. We believe that our properties are suitable and adequate for our
current and anticipated business operations.
TRADEMARKS
We have a worldwide trademark portfolio that we consider important in the
marketing of our products and services, including, among others, the trademarks
"MetLife" and the use of the Peanuts(TM) characters. We have the exclusive right
to use the Peanuts(TM) characters in the area of financial services and health
care services in the U.S. and some foreign countries under an advertising and
premium agreement with United Feature Syndicate. The agreement with United
Feature Syndicate expires on December 31, 2002. We believe that our rights in
our trademarks are adequately protected.
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MANAGEMENT
Set forth below is information regarding the directors and executive
officers of MetLife, Inc. and Metropolitan Life Insurance Company.
<TABLE>
<CAPTION>
NAME AGE(1) POSITION
- ---- ------ --------
<S> <C> <C>
Robert H. Benmosche......... 55 Chairman, President, Chief Executive Officer and
Director
Curtis H. Barnette.......... 64 Director
Gerald Clark................ 55 Vice-Chairman, Chief Investment Officer and Director
Joan Ganz Cooney............ 69 Director
Burton A. Dole, Jr.......... 61 Director
James R. Houghton........... 63 Director
Harry P. Kamen.............. 66 Director
Helene L. Kaplan............ 66 Director
Charles M. Leighton......... 64 Director
Allen E. Murray............. 70 Director
Stewart G. Nagler........... 56 Vice-Chairman, Chief Financial Officer and Director
John J. Phelan, Jr.......... 68 Director
Hugh B. Price............... 57 Director
Robert G. Schwartz.......... 71 Director
Ruth J. Simmons............. 54 Director
William C. Steere, Jr....... 63 Director
Gary A. Beller.............. 60 Senior Executive Vice-President and General Counsel
James M. Benson............. 52 President, Individual Business; Chairman, Chief
Executive
Officer and President, New England Life Insurance
Company
C. Robert Henrikson......... 52 President, Institutional Business
Catherine A. Rein........... 56 Senior Executive Vice-President; President and Chief
Executive Officer of Metropolitan Property and
Casualty Insurance Company
William J. Toppeta.......... 50 President, Client Services and Chief Administrative
Officer
John H. Tweedie............. 54 Senior Executive Vice-President
Lisa M. Weber............... 36 Senior Vice-President, Human Resources
Judy E. Weiss............... 47 Executive Vice-President and Chief Actuary
</TABLE>
- ---------------
(1) At October 1, 1999.
Set forth below is biographical information for the directors and executive
officers of MetLife, Inc. and Metropolitan Life Insurance Company:
Robert H. Benmosche has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1997. Mr. Benmosche
has been Chairman of the Board, President and Chief Executive Officer of
MetLife, Inc. since September 1999. He has been Chairman of the Board, President
and Chief Executive Officer of Metropolitan Life Insurance Company since July
1998, was President and Chief Operating Officer from November 1997 to June 1998,
and was Executive Vice-President from September 1995 to October 1997.
Previously, he was Executive Vice-President of PaineWebber Group Incorporated
from 1989 to 1995.
Curtis H. Barnette has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1994. Mr. Barnette
has been Chairman of the Board
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and Chief Executive Officer of Bethlehem Steel Corporation since November 1992.
He is a director of Owens Corning Incorporated.
Gerald Clark has been a director of MetLife, Inc. since August 1999 and a
director of Metropolitan Life Insurance Company since 1997. Mr. Clark has been
Vice-Chairman of the Board and Chief Investment Officer of MetLife, Inc. since
September 1999. He has been Vice-Chairman and Chief Investment Officer of
Metropolitan Life Insurance Company since July 1998, 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.
Joan Ganz Cooney has been a director of MetLife, Inc. since August 1999 and
a director of Metropolitan Life Insurance Company since 1980. Ms. Cooney has
served as Chairman of the Executive Committee of Children's Television Workshop
since 1990. Ms. Cooney is a director of Johnson & Johnson Inc.
Burton A. Dole, Jr. has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1996. Mr. Dole was
Chairman of the Board of Nellcor Puritan Bennett, Incorporated from 1995 until
his retirement in 1997. He had been the 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.
James R. Houghton has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1975. Mr. Houghton
has been the Chairman of the Board Emeritus of Corning Incorporated since 1996.
He was the Chairman of the Board of Corning Incorporated from 1983 until his
retirement in 1996. Mr. Houghton is a director of Corning Incorporated, Exxon
Corporation and J.P. Morgan & Co. Incorporated.
Harry P. Kamen has been a director of MetLife, Inc. since August 1999 and a
director of Metropolitan Life Insurance Company since 1992. He was the 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., Nvest Corporation, a subsidiary of
Metropolitan Life Insurance Company, and Pfizer, Inc.
Helene L. Kaplan has been a director of MetLife, Inc. since August 1999 and
a director of Metropolitan Life Insurance Company since 1987. Ms. Kaplan is of
counsel to the law firm of Skadden, Arps, Slate, Meagher & Flom LLP. Ms. Kaplan
is a director of Bell Atlantic Corporation, The Chase Manhattan Corporation, The
May Department Stores Company and Mobil Corporation and a director-designate of
Exxon Corporation.
Charles M. Leighton has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1996. Mr. Leighton
was the Chairman 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 Nvest Corporation, a subsidiary of Metropolitan Life
Insurance Company.
Allen E. Murray has been a director of MetLife, Inc. since August 1999 and
a director of Metropolitan Life Insurance Company since 1983. Mr. Murray was
Chairman, President and Chief Executive Officer of Mobil Corporation from
February 1986 until March 1993, and was Chairman and Chief Executive Officer
from March 1993 until his retirement in March 1994. Mr. Murray is a director of
Morgan Stanley Dean Witter & Co. and Minnesota Mining & Manufacturing Company.
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<PAGE> 189
Stewart G. Nagler has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1997. Mr. Nagler has
been Vice-Chairman of the Board and Chief Financial Officer of MetLife, Inc.
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.
John J. Phelan, Jr. has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1985. Mr. Phelan was
Chairman and Chief Executive Officer of the New York Stock Exchange until his
retirement in 1992. Mr. Phelan is a director of Eastman Kodak Company, Merrill
Lynch & Co., Inc. and Sonat Inc.
Hugh B. Price has been a director of MetLife, Inc. since August 1999 and a
director of Metropolitan Life Insurance Company since 1994. Mr. Price 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 Bell Atlantic
Corporation.
Robert G. Schwartz has been a director of MetLife, Inc. since August 1999
and a director of Metropolitan Life Insurance Company since 1980. Mr. Schwartz
was Chairman of the Board, President and Chief Executive Officer of Metropolitan
Life Insurance Company from September 1989 until his retirement in March 1993.
Mr. Schwartz is a director of Mobil Corporation, COMSAT Corporation,
Consolidated Edison Company of New York, Inc., Lone Star Industries, Inc.,
Lowe's Companies, Inc. and Potlatch Corporation.
Ruth J. Simmons has been a director of MetLife, Inc. since August 1999 and
a director of Metropolitan Life Insurance Company since 1995. Dr. Simmons has
been President of Smith College since 1995. Prior to that time, she was
Vice-Provost of Princeton University from 1992 to 1995. Dr. Simmons is a
director of Pfizer Inc. and Texas Instruments, Inc.
William C. Steere, Jr. has been a director of MetLife, Inc. since August
1999 and a director of Metropolitan Life Insurance Company since 1997. Mr.
Steere has been Chairman of the Board and Chief Executive Officer of Pfizer Inc.
since 1992. Mr. Steere is a director of Dow Jones & Company, Inc., Minerals
Technologies, Inc. and Texaco Inc.
Gary A. Beller has been Senior Executive Vice-President and General Counsel
of MetLife, Inc. 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. Mr. Beller
served as Executive Vice-President and Chief Legal Officer from November 1994 to
July 1996. Mr. Beller served as Consultant and General Counsel to
Metallgesellschaft Corp., the U.S. subsidiary of Frankfurt-based
Metallgesellschaft A.G., from February 1994 to October 1994, and as an Executive
Vice-President of American Express Company from January 1983 to February 1994.
James M. Benson has been President of Individual Business of MetLife, Inc.
since September 1999 and of Individual Business of Metropolitan Life Insurance
Company since May 1999. He has been Chairman 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, Chief Operating Officer from February
1994 to February 1996 and Senior Executive Vice-President from March 1993 to
February 1994 .
C. Robert Henrikson has been President of Institutional Business of
MetLife, Inc. since September 1999 and of Institutional Business of Metropolitan
Life Insurance Company since May 1999. He was Metropolitan Life Insurance
Company's Senior Executive Vice-President,
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<PAGE> 190
Institutional Business, 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 has been Senior Executive Vice-President of MetLife, Inc.
since September 1999 and President and Chief Executive Officer of Metropolitan
Property and Casualty Insurance Company since March 1999. She has been
Metropolitan Life Insurance Company's Senior Executive Vice-President since
February 1998 and was Executive Vice-President from October 1989 to February
1998. Ms. Rein is a director of Corning Incorporated, The Bank of New York
Company, Inc. and GPU, Inc.
William J. Toppeta has been President of Client Services and Chief
Administrative Officer of MetLife, Inc. since September 1999 and President of
Client Services and Chief Administrative Officer of Metropolitan Life Insurance
Company since May 1999. He was Metropolitan Life Insurance Company's Senior
Executive Vice-President, Head of Client Services 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 has been Senior Executive Vice-President of MetLife, Inc.
since September 1999 and Senior Executive Vice-President, Finance and
International, of Metropolitan Life Insurance Company since March 1999. He was
Metropolitan Life Insurance Company's Senior Executive Vice-President from May
1998 to March 1999 and Executive Vice-President from January 1994 to April 1998.
Lisa M. Weber has been Senior Vice-President of MetLife, Inc. since
September 1999 and Senior Vice-President of Metropolitan Life Insurance Company
and head of Human Resources since March 1998. Previously, she was Senior
Vice-President of Human Resources of PaineWebber Group Incorporated, where she
was employed for ten years.
Judy E. Weiss has been Executive Vice-President and Chief Actuary of
MetLife, Inc. since September 1999 and of Metropolitan Life Insurance Company
since February 1998. She was Metropolitan Life Insurance Company's Senior
Vice-President and Chief Actuary from June 1996 to February 1998 and Senior
Vice-President from May 1991 to June 1996.
INFORMATION ABOUT THE BOARD OF DIRECTORS OF METLIFE, INC.
RESPONSIBILITIES AND COMPOSITION OF THE BOARD
The business of MetLife, Inc. is managed under the direction of its board
of directors. The board consists of 16 directors, a majority of whom are Outside
Directors. An "Outside Director" of MetLife, Inc. is a director who is not an
officer or employee of MetLife, Inc. or of any entity controlling, controlled
by, or under common control with MetLife, Inc., and is not the beneficial owner
of a controlling interest in the voting stock of MetLife, Inc. or of any such
entity.
MetLife, Inc.'s certificate of incorporation provides that the directors
will be divided into three classes, as nearly equal in number as possible, with
the term of office of each class to be three years. The classes serve staggered
terms, such that the term of office of one class of directors expires each year.
BOARD COMMITTEES
There are five standing committees of MetLife, Inc.'s board of directors
that perform essential functions of the Board. The responsibilities of the
standing committees are summarized below. Only Outside Directors may be members
of the Audit, Compensation and Nominating and
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<PAGE> 191
Corporate Governance committees. From time to time, the board, in its
discretion, may form other committees. Not less than one-third of the members of
any board committee, including the standing committees, may consist of Outside
Directors.
THE EXECUTIVE COMMITTEE
The Executive Committee, except as otherwise provided in MetLife, Inc.'s
certificate of incorporation, in the intervals between meetings of the board of
directors, will have and may exercise the powers and authority of the board of
directors in the management of the property, affairs and business of MetLife,
Inc., including the power to declare dividends.
The Executive Committee currently consists of the following seven members:
Robert H. Benmosche, Chairman; James R. Houghton; Harry P. Kamen; Helene L.
Kaplan; Charles M. Leighton; Allen E. Murray; and John J. Phelan, Jr.
THE AUDIT COMMITTEE
The Audit Committee, except as otherwise provided in any resolution of the
board of directors, will have and may exercise the authority of the board of
directors:
- to recommend to the board of directors the selection of MetLife, Inc.'s
independent certified public accountants;
- to review the scope, plans and results relating to the internal and
external audits of MetLife, Inc. and its financial statements;
- to review the financial condition of MetLife, Inc.;
- to monitor and evaluate the integrity of MetLife, Inc.'s financial
reporting processes and procedures;
- to assess the significant business and financial risks and exposures of
MetLife, Inc. and to evaluate the adequacy of its 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; and
- to review MetLife, Inc.'s policies on ethical business conduct and
monitor its compliance with those policies.
The Audit Committee currently consists of the following six members: James R.
Houghton, Chairman; Curtis H. Barnette; Burton A. Dole, Jr.; John J. Phelan,
Jr.; Hugh B. Price; and William C. Steere, Jr.
THE COMPENSATION COMMITTEE
The Compensation Committee, except as otherwise provided in any resolution
of the board of directors, will have and may exercise all the authority of the
board of directors with respect to compensation, benefits and personnel
administration of MetLife, Inc.'s employees, and:
- will nominate persons for election or appointment by the board of
directors of all principal officers (as determined by the Committee) and
such other officers as the Committee may determine to elect or appoint as
officers;
- will evaluate the performance and recommend to the board of directors the
compensation of such principal officers and such other officers as the
Committee may determine;
- may elect or appoint officers as provided in MetLife, Inc.'s by-laws;
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<PAGE> 192
- may recommend to the board of directors any plan to issue options for the
purchase of shares of the stock of MetLife, Inc. to its officers or
employees and those of its subsidiaries; and
- will administer the MetLife, Inc. 2000 Stock Incentive Plan.
The Compensation Committee currently consists of the following seven
members: Allen E. Murray, Chairman; Curtis H. Barnette; Joan Ganz Cooney; James
R. Houghton; Charles M. Leighton; Ruth J. Simmons; and William C. Steere, Jr.
THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee, except as otherwise
provided in any resolution of the board of directors:
- will make recommendations to the board of directors with respect to
electing directors and filling vacancies on the Board;
- will review and make recommendations to the board of directors with
respect to the organization, structure, size, composition and operation
of the board and its committees, including, but not limited to, the
compensation for non-employee directors;
- may recommend to the board of directors any plan to issue options for the
purchase of shares of the stock of MetLife, Inc. to its non-employee
directors;
- will administer the MetLife, Inc. 2000 Directors Stock Plan; and
- will review and make recommendations with respect to other corporate
governance matters and matters that relate to the status of MetLife, Inc.
as a publicly-traded company.
The Nominating and Corporate Governance Committee currently consists of the
following seven members: Helene L. Kaplan, Chairman; Curtis H. Barnette; James
R. Houghton; Harry P. Kamen; Allen E. Murray; John J. Phelan, Jr.; and William
C. Steere, Jr.
THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee, except as otherwise provided
in any resolution of the board of directors, will exercise general supervision
of MetLife, Inc.'s charitable contributions, public benefit programs, and other
corporate responsibility matters.
The Corporate Social Responsibility Committee currently consists of the
following six members: Joan Ganz Cooney, Chairman; Gerald Clark; Burton Dole,
Jr.; Helene L. Kaplan; Stewart G. Nagler; and Hugh B. Price.
COMPENSATION OF DIRECTORS
In 1999, Outside Directors receive an annual retainer fee of $50,000. At
January 1, 2000, the annual retainer will increase to $60,000. Each chairman of
a board committee receives a $5,000 annual retainer. Outside Directors are paid
attendance fees of $2,000 on days that they attend one or two board or committee
meetings held on the same day. If they attend more than two meetings on a single
day, they are paid an additional $1,000 for each other meeting they attend on
that day. Directors may defer the receipt of the payment of all or a portion of
their retainer and attendance fees.
MetLife provides $200,000 of life insurance to each Outside Director.
MetLife will recover the premiums for each policy upon the death of the Outside
Director. The cost to MetLife of providing this life insurance is nominal.
MetLife also provides each of the Outside Directors with business travel
accident coverage while traveling on MetLife business. The Outside Directors are
eligible to participate in MetLife's Long-Term Care Insurance Program on a fully
contributory basis.
Outside Directors elected prior to October 1, 1999 participate in a
charitable gift program under which each Outside Director is able to recommend
one or more charitable or educational
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<PAGE> 193
institutions to receive, in the aggregate, a $1 million contribution from
MetLife in the name of the Outside Director. To finance this program, MetLife
purchased and pays the premiums on life insurance policies covering the Outside
Directors. The death benefits under the policies will be paid to MetLife. The
cost to MetLife of providing this program is not significant. Outside Directors
elected on or after October 1, 1999 are not eligible to participate in this
program.
Under the MetLife, Inc. 2000 Directors Stock Plan, the Nominating and
Corporate Governance Committee may determine that up to one-half of an Outside
Director's retainer and attendance fees be paid in common stock. The Directors
Stock Plan also provides that the Nominating and Corporate Governance Committee
may, with the board's approval, grant non-qualified stock options to the Outside
Directors to purchase shares of MetLife, Inc. common stock at a price no less
than the fair market value of a share of common stock on the grant date of the
stock option. Any options granted before the fifth anniversary of the plan
effective date will replace all or any portion of the Outside Directors' fees
otherwise payable in cash. No stock options may be granted and no stock may be
issued under the Directors Stock Plan in lieu of Outside Directors' fees before
the first anniversary of the plan effective date. Up to a maximum of 500,000
shares may be issued under the Directors Stock Plan in lieu of fees and no more
than 0.05% of the shares outstanding immediately after the plan effective date
may be issued with respect to stock options under the Directors Stock Plan.
Common stock paid in lieu of fees under the Directors Stock Plan may not be
sold prior to the second anniversary of the plan effective date. Stock options
granted under the Directors Stock Plan will generally be exercisable on the date
of grant, but in no event exercised before the second anniversary of the plan
effective date. Outside Directors may elect to receive all or a portion of their
retainer and attendance fees that would otherwise be paid in cash with respect
to services rendered after the second anniversary of the plan effective date in
the form of common stock. In addition, an Outside Director 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, Inc.
The board of directors may terminate, modify or amend the Directors Stock
Plan at any time, subject, in certain instances, to shareholder approval, and
prior to the fifth anniversary of the plan effective date, the approval of the
New York Superintendent of Insurance. Unless terminated earlier by action of the
board of directors, the 2000 Directors Stock Plan will continue in effect until
no more shares are available for issuance pursuant to it.
Metropolitan Life Insurance Company has entered into an agreement with
Harry Kamen pursuant to which Mr. Kamen will serve as a consultant for the one
year period of July 1, 1999 to June 30, 2000. Mr. Kamen will be paid for
services rendered under the agreement up to an aggregate amount of $50,000.
Pursuant to the agreement, Metropolitan Life Insurance Company will provide Mr.
Kamen, at no charge to him, with an office and secretarial support, as well as a
car for use in connection with service rendered under the agreement.
MANAGEMENT COMPENSATION
EXECUTIVE COMPENSATION
Since the formation of MetLife, Inc., in August 1999, none of its officers
or other personnel has received any compensation from MetLife, Inc. All
compensation has been paid by Metropolitan Life Insurance Company or New England
Financial. It is expected that after the demutualization, all employees of
MetLife, Inc., including the executive officers, will continue to be paid only
by Metropolitan Life Insurance Company or its subsidiary with an allocation of
their compensation to be made for services rendered to MetLife, Inc. MetLife,
Inc. will pay the amount of such allocation to Metropolitan Life Insurance
Company or its subsidiary pursuant to a cost allocation agreement. The
information set forth below describes the components of the total compensation
of the current and former Chief Executive Officers and the four other most
highly
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compensated executive officers of Metropolitan Life Insurance Company for
services rendered during the fiscal year ended December 31, 1998 (the "Named
Executive Officers"). The Named Executive Officers other than Mr. Kamen are
referred to as the "Current Named Executives".
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------- ------------
LTIP(5) ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(4) PAYOUTS COMPENSATION
- --------------------------- ---- ------ -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Harry P. Kamen(1)............... 1998 $919,115(3) $1,340,000 $6,552,000 $795,419(6)
Chairman of the Board and Chief
Executive Officer
Robert H. Benmosche(2).......... 1998 723,847 1,340,000 1,226,000 184,674(6)
Chairman of the Board, President
and Chief Executive Officer
Gerald Clark.................... 1998 614,770 886,000 1,269,000 171,013(6)
Vice-Chairman of the Board and
Chief Investment Officer
Stewart G. Nagler............... 1998 614,770 886,000 1,174,000 172,523(6)
Vice-Chairman of the Board and
Chief Financial Officer
James M. Benson................. 1998 600,000 943,000 1,086,674 34,300(7)
President, Individual Business;
Chairman of the Board, Chief
Executive Officer and President,
New England Life Insurance
Company
C. Robert Henrikson............. 1998 500,000 676,000 831,000 88,416(6)
President, Institutional
Business
</TABLE>
- ---------------
(1) Mr. Kamen retired on July 1, 1998.
(2) Mr. Benmosche was elected Chairman of the Board, President and Chief
Executive Officer effective July 1, 1998; before that, he was President and
Chief Operating Officer.
(3) Mr. Kamen entered into an agreement with Metropolitan Life Insurance Company
pursuant to which he served as a consultant from July 1, 1998 to June 30,
1999 for a fee of $500,000. For the period from July 1, 1998 to December 31,
1998, Mr. Kamen received $284,500 of the total fee, which amount is
reflected in this salary number. The agreement expired by its terms on June
30, 1999, at which time a new agreement between Metropolitan Life Insurance
Company and Mr. Kamen became effective. See "Management -- Compensation of
Directors" for a description of the new agreement.
(4) Actual annual incentive awards based on 1998 performance were paid in the
first quarter of 1999. 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
Financial Short-Term Executive Incentive Plan.
(5) Long-Term Performance Compensation Plan payouts for services performed
during the three-year performance period 1996-1998 were made in the first
quarter of 1999. Mr. Kamen's payment also includes $4,000,000 that was paid
in 1999 as a result of performance under a special long-term plan in effect
from January 1, 1995 through June 30, 1998. Mr. Benson was paid pursuant to
New England Financial's Long-Term Plans, with payment for services performed
during the 1996-1998 performance period made in the first quarter of 1999.
(6) Includes: MetLife contributions to the Savings and Investment Plan for
Employees of MetLife and Participating Affiliates of $6,400 for each of the
above named individuals; MetLife
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contributions to the Auxiliary Savings and Investment Plan as follows: Mr.
Kamen: $26,985; Mr. Benmosche: $51,720; Mr. Clark: $45,855; Mr. Nagler: $45,775;
and Mr. Henrikson: $29,065; payments representing portion of split dollar life
insurance premiums paid by MetLife as follows: Mr. Kamen: $403,765; Mr.
Benmosche: $126,554; Mr. Clark: $118,758; Mr. Nagler: $120,348; and Mr.
Henrikson: $52,951; and a $358,269 payment to Mr. Kamen in lieu of unused
vacation days accumulated over a period of years.
(7) Includes: company contributions to the New England Profit Sharing Plan and
Trust (a 401(k) plan) of $8,200 and $26,100 to the New England Select
Employees Supplemental 401(k) Plan.
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
PRICE BASED PLANS
----------------------------------------
ESTIMATED
PERFORMANCE THRESHOLD TARGET MAXIMUM
NAME PERIOD PAYMENT PAYMENT(A) PAYMENT
- ---- ----------- --------- ---------- -------
<S> <C> <C> <C> <C>
Harry P. Kamen.......................... 1998-2000 $0 $ 520,800 $1,041,600
Robert H. Benmosche..................... 1998-2000 0 2,255,500 4,511,000
Gerald Clark............................ 1998-2000 0 1,244,300 2,488,600
Stewart G. Nagler....................... 1998-2000 0 1,244,300 2,488,600
James M. Benson......................... 1998-2000 0 1,200,000 2,400,000
C. Robert Henrikson..................... 1998-2000 0 925,000 1,850,000
</TABLE>
- ---------------
(a) Estimated target payments under the MetLife Long-Term Performance
Compensation Plan for all Named Executive Officers other than Mr. Benson,
whose payments are made pursuant to New England Financial's Long-Term Plans.
Actual target payments will be based on the average of the year-end annual
base salaries over the three-year performance period, except in the case of
Mr. Kamen, whose estimated target payment is prorated as a result of his
retirement on July 1, 1998, and Mr. Benson, whose target will remain at
$1,200,000, regardless of changes in his annual base salary.
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 (the "Retirement Plan"), as supplemented by the Metropolitan Life
Supplemental Retirement Benefit Plan (the "Supplemental Retirement Plan") and
the Supplemental Auxiliary Retirement Benefit Plan (the "Auxiliary Plan"), each
as described below. Except for Mr. Benson, each of the Current Named Executives
participates in the Retirement Plan, the Supplemental Retirement Plan and the
Auxiliary Plan. Mr. Benson participates in separate New England Financial plans.
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ESTIMATED ANNUAL BENEFITS OF RETIREMENT
WITH INDICATED YEARS OF CREDITED SERVICE
<TABLE>
<CAPTION>
FINAL
AVERAGE PAY 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
- ----------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 500,000 $ 83,020 $124,520 $166,030 $ 207,540 $ 249,050 $ 290,560 $ 303,060
750,000 125,520 188,270 251,030 313,790 376,550 439,310 458,060
1,000,000 168,020 252,020 336,030 420,040 504,050 588,060 613,060
1,250,000 210,520 315,770 421,030 526,290 631,550 736,810 768,060
1,500,000 253,020 379,520 506,030 632,540 759,050 885,560 923,060
1,750,000 295,520 443,270 591,030 738,790 886,550 1,034,310 1,078,060
2,000,000 338,020 507,020 676,030 845,040 1,014,050 1,183,060 1,233,060
2,250,000 380,520 570,770 761,030 951,290 1,141,550 1,331,810 1,388,060
2,500,000 423,020 634,520 846,030 1,057,540 1,269,050 1,480,560 1,543,060
</TABLE>
The annual retirement benefit under the Retirement Plan, the Supplemental
Retirement Plan and the Auxiliary Plan is generally equal to the product 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 "credit services" not exceeding 35 years, and (b) a
percentage of "final average compensation" multiplied by years of "credit
service" in excess of 35 years. "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, the Supplemental Retirement Plan and the Auxiliary Plan consists of
"annual basic compensation" which includes annual base salary, overtime
payments, and payments for non-normal work hours and "annual variable incentive
compensation" which includes payments under the annual incentive plans and 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 and the Auxiliary Plan are
designed to provide benefits which eligible employees would have received under
the Retirement Plan but for limits applicable under the Retirement Plan. At
December 31, 1998 (assuming retirement as of such date), the estimated "final
average compensation" under the Retirement Plan, the Supplemental Retirement
Plan and the Auxiliary Plan is $1,028,000 for Mr. Benmosche, $1,062,800 for Mr.
Clark, $1,107,950 for Mr. Nagler and $709,480 for Mr. Henrikson. The estimated
years of credited service under the Retirement Plan, the Supplemental Retirement
Plan and the Auxiliary Plan as of such date is three years for Mr. Benmosche, 30
years for Mr. Clark, 36 years for Mr. Nagler and 26 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
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<PAGE> 197
Trust, as supplemented by The New England Supplemental Retirement Plan and The
New England Select Employees Supplementary Retirement Plan, each as described
below:
ESTIMATED ANNUAL BENEFITS OF RETIREMENT
WITH INDICATED YEARS OF CREDITED SERVICE
YEARS OF CREDITED SERVICE
<TABLE>
<CAPTION>
FINAL
AVERAGE PAY 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS
- ----------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 500,000 $ 96,755 $145,133 $193,510 $ 241,888 $ 254,388
750,000 146,755 220,133 293,510 366,888 379,888
1,000,000 196,755 295,133 393,510 491,888 504,888
1,250,000 246,755 370,133 493,510 616,888 629,888
1,500,000 296,755 445,133 593,510 741,888 754,888
1,750,000 346,755 520,133 693,510 866,888 879,888
2,000,000 396,755 595,133 793,510 991,888 1,004,388
2,250,000 446,755 670,133 893,510 1,116,888 1,129,388
2,500,000 496,755 745,133 993,510 1,241,888 1,254,388
</TABLE>
The annual benefit under The New England Retirement Plan and Trust, The New
England Supplemental Retirement Plan and The New England Select Employees
Supplementary 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 different 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. "Compensation" used to determine the retirement benefit under The
New England Retirement Plan and Trust, The New England Supplemental Retirement
Plan and The New England Select Employees Supplementary Retirement Plan consists
of salary paid to an executive, including eligible incentive compensation and
salary deferrals to Section 125 and Section 401(k) plans. Such Compensation is
generally the same as the compensation reflected in columns "Salary" and "Bonus"
on the Summary Compensation Table. The New England Supplemental Retirement Plan
and The New England Select Employees Supplementary 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
Supplemental Retirement Plan and The New England Select Employees Supplementary
Retirement Plan at December 31, 1998 (assuming retirement at such date) is
$1,305,500 and the estimated years of credited service under such Plans at such
date is 1.5 years. In addition, Mr. Benson's employment agreement provides for
an enhanced retirement benefit of $400,000 vesting in equal annual installments
over ten years and payable at age 62 as a 20-year life annuity. At December 31,
1998, Mr. Benson was vested as to 10% of this benefit, or $40,000 per annum. In
the event of a termination by New England Financial "without cause" or by Mr.
Benson for "good reason" (as each such term is defined in the agreement), the
enhanced retirement benefit will retroactively vest at double the above rate.
LONG-TERM INCENTIVE COMPENSATION PLANS
METLIFE LONG-TERM PERFORMANCE COMPENSATION PLAN. All officers at the level
of senior vice-president and above and select vice-presidents are eligible to
participate in the MetLife Long-Term Performance Compensation Plan (the
"Long-Term Plan"). The Long-Term Plan is a three-
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year plan with a new plan period beginning each January 1. Under the Long-Term
Plan, performance objectives for the enterprise are established at the beginning
of each three-year performance period and may include specific objectives for
earnings and return on equity, as well as management performance against select
strategic objectives. At the end of the performance period, the performance of
MetLife is judged against the set objectives, with some results compared
relatively to the results of other companies in the insurance and financial
service industries. Actual performance, expressed as a percentage, may range
from 0% to 200%. This percentage is multiplied by the participants' total
incentive opportunities to establish the aggregate incentive fund for
distribution. Individual awards are recommended by management and are reflective
of the participant's individual performance and relative contribution to the
long-range results of MetLife. Senior management approves all awards before they
are submitted to the Compensation Committee of the board, which is comprised of
Outside Directors, and to the full board for approval. Any award under the
Long-Term Plan in each performance period will become payable only upon approval
of the board in its discretion and will be paid in the year immediately
following the end of each performance period.
NEW ENGLAND FINANCIAL LONG-TERM INCENTIVE PLANS. New England Financial
maintains a substantially similar Long-Term Incentive Plan and a long-term
performance plan for the benefit of certain of its officers, under which any
amounts payable are determined based on the performance of New England Financial
and the individual's contribution to its success.
In addition, New England Financial maintains a Long-Term Growth Incentive
Plan under which the personnel committee awards certain of its officers "growth
units" that accrue value over a three year performance cycle based on GAAP
equity and the present value of future profits on all in-force business. At the
end of the three year performance cycle, the growth in value of the "growth
units" is determined by the board and paid in cash to each participant still
employed with the company.
Each of the Current Named Executives participates in the MetLife Long-Term
Plan, except Mr. Benson who participates in the New England Financial plans. See
"-- Management Compensation -- Long-Term Incentive Plan Awards in Last Fiscal
Year".
SHORT-TERM INCENTIVE PLANS
METLIFE ANNUAL VARIABLE INCENTIVE PLAN. Persons exempt under the Fair
Labor Standards Act who are not participating in an alternative annual incentive
plan are eligible to participate in the Annual Variable Incentive Plan (the
"Annual Incentive Plan"). Under the Annual Incentive Plan, a formula including
performance objectives for operating earnings and return on equity is
established at the beginning of each calendar year to determine the maximum
aggregate incentive pool for distribution under the plan. The actual incentive
pool will be established at the end of each year based on the actual operating
earnings relative to return on equity target by using the formula. Eighty
percent of this pool is distributed based on corporate results, while 20% is
distributed based on business unit performance. In all incentive award
determinations, individual performance is a significant factor in the manager's
determination of the amount of an individual's actual final incentive award.
Final approval of individual incentive awards rests with senior management.
Awards for certain senior officers (executive vice-president and above) are
submitted to the Compensation Committee of the board, comprised of Outside
Directors, and to the full board for approval and endorsement. Awards are
payable in cash as soon as practicable after individual award amounts have been
approved. There is no maximum on individual awards, but there is no guarantee an
individual will receive an award. The total of all individual awards may not
exceed the maximum aggregate incentive pool. Each of the Current Named
Executives participates in the MetLife Annual Incentive Plan, except Mr. Benson,
who participates in the New England Financial plan.
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NEW ENGLAND FINANCIAL ANNUAL VARIABLE INCENTIVE PLAN. New England
Financial maintains a substantially similar Short-Term Executive Incentive Plan
(the "New England Financial Plan") for the benefit of certain of its officers,
under which any amounts payable are determined based on the performance of New
England Financial and the individual's contribution to its success. Under the
New England Financial Plan, in determining the amounts available for incentive
payments, key considerations include financial results and growth compared to
target and business plan, together with non-financial objectives and judgment of
the Personnel Committee, and results are compared with the results of other
insurance and financial services companies. Specific percentages are established
under the New England Financial Plan with respect to the portion of the award
that is based on business unit performance, and such performance is an important
consideration in determining an individual's award. The maximum award payable to
any given individual under the New England Financial Plan is capped at 200% of
the target award amount.
METLIFE, INC. 2000 STOCK INCENTIVE PLAN
The Compensation Committee of the board of directors of MetLife, Inc. will
administer the MetLife, Inc. 2000 Stock Incentive Plan (the "Stock Incentive
Plan"). Under the Stock Incentive Plan, the Compensation Committee may from time
to time grant stock options for the purchase of common stock to officers
(including officers who are also directors), employees and insurance agents of
MetLife, Inc. and its subsidiaries, provided that the Compensation Committee may
not grant any stock or stock options prior to the first anniversary of the plan
effective date. The Compensation Committee may, in its discretion, delegate its
authority and power under the Stock Incentive Plan to MetLife, Inc.'s Chief
Executive Officer with respect to individuals who are below the rank of Senior
Vice-President. Such delegation of authority is limited to 1.5% of the total
number of shares authorized for issuance under the Stock Incentive Plan, and no
individual may receive more than 5% of the shares of the Chief Executive
Officer's total authorization in any twelve-month period.
The maximum number of shares issuable under the Stock Incentive Plan is 5%
of the shares outstanding immediately after the effective date of the plan of
reorganization, reduced by the shares issuable pursuant to options granted under
the MetLife, Inc. 2000 Directors Stock Plan. The maximum number of shares which
may be subject to awards under the Stock Incentive Plan may not exceed 60% of
the shares available under the Stock Incentive Plan prior to the second
anniversary of the effective date of the plan of reorganization or 80% of the
shares available under the Stock Incentive Plan prior to the third anniversary
of the effective date of the plan of reorganization. No participant in the Stock
Incentive Plan may be granted, during any five-year period, options in respect
of more than 5% of the shares available for issuance under the Stock Incentive
Plan. The shares to be issued under the Stock Incentive Plan may be authorized
but unissued shares or treasury shares. Upon the occurrence of certain events
that affect the capitalization of MetLife, Inc., appropriate adjustments will be
made in the number of shares that may be issued under the Stock Incentive Plan
in the future and in the exercise price under outstanding grants made before the
event. If any grant is for any reason canceled, terminated or otherwise settled
without the issuance of some or all of the shares of common stock subject to the
grant, such shares will be available for future grants.
The board of directors of MetLife, Inc. may terminate, modify or amend
(subject, in some cases, to the approval of its stockholders and, prior to the
fifth anniversary of the initial public offering, to the approval of the New
York Superintendent of Insurance) the Stock Incentive Plan at any time, but such
termination, modification or amendment may not adversely affect any stock option
then outstanding under the Stock Incentive Plan without the consent of the
recipient thereof. The Stock Incentive Plan will continue in effect until it is
terminated by the board of directors or until no more shares are available for
issuance, but stock options granted prior to such date shall continue in effect
until they expire in accordance with their terms.
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The Compensation Committee may grant nonqualified stock options and stock
options qualifying as incentive stock options under the Internal Revenue Code of
1986, as amended. The exercise price per share of common stock subject to either
a nonqualified stock option or an incentive stock option will be not less than
the fair market value (as defined in the Stock Incentive Plan) of such share on
the date of grant of such option. To exercise an option, a holder may pay the
exercise price as permitted by the Compensation Committee (1) in cash, (2) by
delivering on the date of exercise other shares of common stock owned by the
holder, (3) through an arrangement with a broker approved by MetLife, Inc. for
the payment of the exercise price with the proceeds of the sale of shares of
common stock owned by the holder, or (4) by a combination of the foregoing.
Options generally may not be transferred by the grantee, except in the event of
death. The Compensation Committee may, in its discretion, permit the transfer of
nonqualified stock options by gift or domestic relations order to the
participant's immediate family members.
Each option will generally become exercisable on a cumulative basis in
three approximately equal installments on each of the first three anniversaries
of the date of grant thereof, provided, that in no event will any option be or
become exercisable prior to the second anniversary of the plan effective date.
In addition, the Compensation Committee may establish longer periods of service
or performance-based criteria at the time of the grant. The term of each option
will be fixed by the Compensation Committee but may not be more than ten years
from its date of grant.
Any option granted to an insurance agent will comply with the provisions of
Section 4228 of the New York Insurance Law and any regulations thereunder.
In the event of the termination of service of a grantee by reason of death,
any options previously granted to such grantee will become immediately
exercisable in full and may be exercised by the grantee's designated beneficiary
at any time prior to the expiration of the term of the options or within three
years following the grantee's death, whichever occurs first (or such shorter
time as the Compensation Committee may determine at the time of grant).
In the event of the termination of service of a grantee by reason of
disability or approved retirement (as defined in the Stock Incentive Plan), any
option previously granted to such grantee will continue to vest as if the
grantee's service had not terminated. A grantee may exercise any vested option
in full for a period of three years following termination of employment (or such
shorter period as the Compensation Committee shall determine at the time of
grant) or, if earlier, the expiration of the term of the option. In the event of
the termination of service of a grantee for cause (as defined in the Stock
Incentive Plan), the grantee will forfeit any outstanding options. In the event
of the termination of service of a grantee in connection with a divestiture of a
business unit or subsidiary or similar transaction, the Compensation Committee
may provide that all or some outstanding options will continue to become
exercisable and may be exercised at any time prior to the expiration of the term
of the options or within three years following the grantee's termination of
service (or such shorter time as the Compensation Committee may determine at or
following the time of grant) or, if earlier, the expiration of the term of the
option. In general, in the event of the termination of service of a grantee for
any reason other than in connection with certain divestitures of a subsidiary or
business unit, for disability, death, approved retirement or cause, any options
granted to such grantee exercisable at the date of termination will remain
exercisable for a period of 30 days (or, if earlier, the expiration of the term
of the options).
Upon a change of control (as defined in the Stock Incentive Plan), each
option then outstanding will become fully exercisable regardless of the exercise
schedule otherwise applicable. In connection with such change of control, the
Compensation Committee may, in its discretion, require that, upon the change of
control, each such option be canceled in exchange for a payment in an amount
equal to the excess, if any, of the change of control price (as defined in the
Stock Incentive Plan) over the exercise price of the option. In addition, no
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cancellation, acceleration of exercisability, cash settlement or other payment
for options will occur upon a change of control if the Compensation Committee
determines in good faith that an alternate award (as defined in the Stock
Incentive Plan) will be issued by the acquiror in the change of control.
FEDERAL INCOME TAX ASPECTS
The following is a brief summary of the Federal income tax consequences of
awards under the Stock Incentive Plan based on the Federal income tax laws in
effect on the date hereof. This summary is not intended to be exhaustive and
does not describe state or local tax consequences.
No taxable income is realized by the grantee upon the grant or exercise of
an Incentive Stock Option (an "ISO"). If a grantee does not sell the stock
received upon the exercise of an ISO ("ISO Shares") for at least two years from
the date of grant and one year from the date of exercise, when the ISO Shares
are sold any gain or loss realized will be treated as long-term capital gain or
loss. In such circumstances, no deduction will be allowed to the grantee's
employer for Federal income tax purposes.
If ISO Shares are disposed of prior to the expiration of the holding
periods described above, the grantee generally will realize ordinary income at
that time equal to the lesser of the excess of the fair market value of the
shares at exercise over the price paid for such ISO Shares or the actual gain on
the disposition. The grantee's employer will generally be entitled to deduct any
such recognized amount. Any further gain or loss realized by the grantee will be
taxed as short-term or long-term capital gain or loss. Subject to certain
exceptions for disability or death, if an ISO is exercised more than three
months following the termination of the grantee's employment, the ISO will
generally be taxed as a nonqualified stock option.
No income is realized by the grantee at the time a nonqualified stock
option is granted. Generally upon exercise of a nonqualified stock option, the
grantee will realize ordinary income in an amount equal to the difference
between the price paid for the shares and the fair market value of the shares on
the date of exercise. The grantee's employer will generally be entitled to a tax
deduction in the same amount and at the same time as the grantee recognizes
ordinary income. Any appreciation or depreciation after the date of exercise
will be treated as either short-term or long-term capital gain or loss,
depending upon the length of time that the grantee has held the shares.
EMPLOYMENT-RELATED AGREEMENTS
Metropolitan Life Insurance Company has entered into employment
continuation agreements with several of its key executives, including each of
the Current Named Executives. 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 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 the successor management does not honor these assurances, 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
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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).
In addition, Messrs. Benmosche, Clark and Nagler 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 if such executive's employment
terminated without cause. 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 the 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.
New England Life Insurance Company has entered into an employment agreement
with Mr. Benson, which expires on June 16, 2000, pursuant to which Mr. Benson
serves as its Chief Executive Officer. Under the agreement, Mr. Benson is
entitled to a minimum base salary and participation in the New England Financial
annual and long-term incentive plans described above. The agreement also
provides Mr. Benson with an enhanced retirement benefit of $400,000 vesting in
equal annual installments over ten years and payable at age 62 as a 20-year life
annuity. At December 31, 1998, Mr. Benson has vested as to 10% of this benefit,
or $40,000 per annum.
In the event that Mr. Benson's employment is terminated by New England
Financial "without cause" or by Mr. Benson for "good reason" (as each such term
is defined in the agreement), Mr. Benson will receive severance benefits equal
to two times the sum of his annual base salary and his target annual bonus for
the year of termination, as well as the earned and unpaid salary and the award
payable for any long-term incentive period then in effect and an annual bonus
for the year of termination, in each case pro-rated to the date of his
termination. Also, the enhanced retirement benefit will retroactively vest at
double the above rate. Except in the event that Mr. Benson terminates his
employment voluntarily without good reason or his employment is terminated for
cause, he and his spouse will be eligible to receive the same retiree medical
benefits generally made available to MetLife executives, except that any service
requirement to obtain such benefits will be waived and such benefits will be
secondary in all circumstances to any other coverage that Mr. Benson or his
spouse may be eligible to receive.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Helene L. Kaplan, a director of MetLife, Inc. and Metropolitan Life
Insurance Company and a member of the Compensation Committee of Metropolitan
Life Insurance Company in 1998, is of counsel to Skadden, Arps, Slate, Meagher &
Flom LLP. Skadden, Arps, Slate, Meagher & Flom LLP has in the past performed,
and continues to perform, legal services for Metropolitan Life Insurance Company
and our affiliates.
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OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of MetLife, Inc.'s common stock as of the effective date of the plan
of reorganization by
- each person who we believe will own beneficially more than 5% of the
outstanding shares of common stock,
- each director and each Named Executive Officer, and
- all of our directors and executive officers as a group.
The number of shares of common stock beneficially owned by each director and
executive officer is based upon an estimate of the number of shares each
director and executive officer and certain persons and entities affiliated with
each director and executive officer will receive as eligible policyholders
pursuant to the plan of reorganization. The plan of reorganization provides that
for the first five years after the plan effective date, officers, directors and
employees of Metropolitan Life Insurance Company, MetLife, Inc. and their
affiliates, including their family members and their spouses, may not acquire
common stock in any manner except through the following acquisitions:
- officers, directors and employees who are eligible policyholders may
receive common stock (to be held in the trust) in exchange for their
policyholders' membership interests under the plan of reorganization;
- officers and directors and their spouses and family members may purchase
common stock through the purchase and sale program (if eligible) or in
open market purchases through a broker or dealer registered with the
Securities and Exchange Commission beginning two years after the plan
effective date;
- other employees and their spouses and family members may purchase common
stock through the purchase and sale program or in open market purchases
through a registered broker or dealer on or after the plan effective
date; and
- subject to certain limitation as to both the amount and timing of the
acquisition of stock, officers, directors, employees, and insurance
agents may acquire common stock (or interests in common stock) under one
or more of the MetLife, Inc. 2000 Stock Incentive Plan, the MetLife, Inc.
2000 Directors Stock Plan and specified other savings and investment
plans, incentive compensation plans, and deferred compensation plans.
See "Management -- Management Compensation -- MetLife, Inc. 2000 Stock
Incentive Plan" and "Management -- Information about the Board of Directors of
MetLife, Inc. -- Compensation of Directors". No person will own more than 5% of
the outstanding shares of common stock, other than the MetLife Policyholder
Trust, as a result of the shares distributed pursuant to the plan of
reorganization. Except as noted below, each holder listed below will have sole
investment and voting power with respect to the shares beneficially owned by the
holder. The number of shares of common stock beneficially owned by the trust is
based on our preliminary calculation of the allocation of consideration to be
distributed under the plan of reorganization and assumptions described under
"Pro Forma Consolidated Financial Information".
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<TABLE>
<CAPTION>
NUMBER OF SHARES
TO BE
NAME BENEFICIALLY OWNED
- ---- ------------------
<S> <C>
MetLife Policyholder Trust.................................. 576,000,000
Robert H. Benmosche......................................... *
Curtis H. Barnette.......................................... *
Gerald Clark................................................ *
Joan Ganz Cooney............................................ *
Burton A. Dole, Jr. ........................................ *
James R. Houghton........................................... *
Harry P. Kamen.............................................. *
Helene L. Kaplan............................................ *
Charles M. Leighton......................................... *
Allen E. Murray............................................. *
Stewart G. Nagler........................................... *
John J. Phelan, Jr. ........................................ *
Hugh B. Price............................................... *
Robert G. Schwartz.......................................... *
Ruth J. Simmons............................................. *
William C. Steere, Jr....................................... *
Gary A. Beller.............................................. *
James M. Benson............................................. *
C. Robert Henrikson......................................... *
Catherine A. Rein........................................... *
William J. Toppeta.......................................... *
John H. Tweedie............................................. *
Lisa M. Weber............................................... *
Judy E. Weiss............................................... *
Board of directors of MetLife, Inc., but not in each
director's individual capacity............................ 576,000,000(1)
All directors and executive officers as a group............. * (2)
</TABLE>
- ---------------
* Number of shares listed represents less than one percent of the number of
shares of common stock expected to be outstanding on the effective date of
the plan.
(1) The board of directors of MetLife, Inc., but not in each 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 these shares on certain matters submitted to a vote of
stockholders. See "The Demutualization -- Establishment and Operation of the
Trust". The amount shown does not include shares beneficially owned by a
director in the director's individual capacity.
(2) Does not include shares of common stock held by the MetLife Policyholder
Trust beneficially owned by the board of directors, other than in each
director's individual capacity.
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COMMON STOCK ELIGIBLE FOR FUTURE SALE
The MetLife Policyholder Trust will hold an estimated 576,000,000 shares of
common stock on behalf of the more than 10 million eligible policyholders that
we estimate will become beneficiaries of the trust in the demutualization. The
trust provides that a trust beneficiary may sell the beneficiary's allocated
shares through the purchase and sale program, subject to certain limitations.
Sales may be made at any time beginning on the later of (1) termination of any
stabilization arrangements and trading restrictions in connection with the
initial public offering or (2) the closing of all underwriters' over-allotment
options which have been exercised and the expiration of all unexercised options.
We expect that these sales may begin within 30 days after the plan effective
date. In addition, beginning one year after the effective date of the plan,
trust beneficiaries may also withdraw all (but not less than all) of their
allocated shares from the trust and hold or dispose of their shares. Shares
withdrawn from the trust will be issued in book-entry form as uncertificated
shares, to the extent permitted by applicable law, unless a trust beneficiary
requests a certificate for the shares . See "The
Demutualization -- Establishment and Operation of the Trust" for a description
of the purchase and sale program and its limitations. Counsel has advised us
that those beneficiaries who are not "affiliates" of MetLife, Inc. within the
meaning of Rule 144 under the Securities Act may resell their shares in the
purchase and sale program or otherwise without registration or compliance with
the time, volume, manner of sale and other limitations set forth in Rule 144.
Substantially all of the shares allocated in the demutualization will be
allocated to non-affiliates of MetLife, Inc. Accordingly, most trust
beneficiaries may freely transfer such shares, without limitations, through the
purchase and sale program.
Sales of substantial amounts of common stock from the trust, or the
perception that such sales could occur, could adversely affect prevailing market
prices for the common stock.
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DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 3,000,000,000 shares of common
stock and 200,000,000 shares of preferred stock.
COMMON STOCK
Holders of common stock are entitled to receive such dividends as may from
time to time be declared by our board of directors out of funds legally
available therefor. See "Dividend Policy". Holders of common stock are entitled
to one vote per share on all matters on which the holders of common stock are
entitled to vote and do not have any cumulative voting rights. Holders of common
stock have no preemptive, conversion, redemption or sinking fund rights. In the
event of a liquidation, dissolution or winding up of MetLife, Inc., holders of
common stock are entitled to share equally and ratably in our assets, if any,
remaining after the payment of all liabilities of MetLife, Inc. and the
liquidation preference of any outstanding class or series of preferred stock.
The outstanding shares of common stock are, and the shares of common stock
issued by us in the demutualization and the initial public offering, when
issued, will be fully paid and nonassessable. The rights and privileges of
holders of common stock are subject to any series of preferred stock that we may
issue in the future, as described below.
PREFERRED STOCK
Our board of directors has the authority to issue preferred stock in one or
more series and to fix the number of shares constituting any such series and the
voting rights, designations, powers, preferences and qualifications, limitations
and restrictions of the shares constituting any series, without any further vote
or action by stockholders. The issuance of preferred stock by our board of
directors could adversely affect the rights of holders of common stock.
We have authorized shares of Series A Junior Participating Preferred Stock
for issuance in connection with our stockholder rights plan. See "-- Stockholder
Rights Plan".
CERTAIN PROVISIONS IN OUR CERTIFICATE OF INCORPORATION AND BY-LAWS AND IN
DELAWARE AND NEW YORK LAW
A number of provisions of our certificate of incorporation and by-laws deal
with matters of corporate governance and rights of stockholders. The following
discussion is a general summary of selected provisions of our certificate of
incorporation and by-laws and regulatory provisions that might be deemed to have
a potential "antitakeover" effect. These provisions may have the effect of
discouraging a future takeover attempt which is not approved by our board of
directors but which individual stockholders may deem to be in their best
interests or in which stockholders may receive a substantial premium for their
shares over then current market prices. As a result, stockholders who might
desire to participate in such a transaction may not have an opportunity to do
so. Such provisions will also render the removal of the incumbent board of
directors or management more difficult. Some provisions of the Delaware General
Corporation Law and the New York Insurance Law may also have an antitakeover
effect. The following description of selected provisions of our certificate of
incorporation and by-laws and selected provisions of the Delaware General
Corporation Law and the New York Insurance Law is necessarily general and
reference should be made in each case to our certificate of incorporation and
by-laws, which are filed as exhibits to our registration statement of which this
prospectus forms a part, and to the provisions of those laws. See "Additional
Information" for information on where to obtain a copy of our certificate of
incorporation and by-laws.
UNISSUED SHARES OF CAPITAL STOCK
COMMON STOCK. Based upon the assumptions described under "Pro Forma
Consolidated Financial Information", we currently plan to issue an estimated
864,000,000 shares of our authorized common stock in the initial public offering
and the demutualization based upon an initial public offering price of $14.00
per share, or 812,000,000 shares based upon an initial public
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offering price of $24.00 per share. The remaining shares of authorized and
unissued common stock will be available for future issuance without additional
stockholder approval. While the additional shares are not designed to deter or
prevent a change of control, under some circumstances we could use the
additional shares to create voting impediments or to frustrate persons seeking
to effect a takeover or otherwise gain control by, for example, issuing those
shares in private placements to purchasers who might side with our board of
directors in opposing a hostile takeover bid.
PREFERRED STOCK. Our board of directors has the authority to issue
preferred stock in one or more series and to fix the number of shares
constituting any such series and the designations, powers, preferences,
limitations and relative rights, including dividend rights, dividend rate,
voting rights, terms of redemption, redemption price or prices, conversion
rights and liquidation preferences of the shares constituting any series,
without any further vote or action by stockholders. The existence of authorized
but unissued preferred stock could reduce our attractiveness as a target for an
unsolicited takeover bid since we could, for example, issue shares of the
preferred stock to parties who might oppose such a takeover bid or issue shares
of the preferred stock containing terms the potential acquiror may find
unattractive. This may have the effect of delaying or preventing a change in
control, may discourage bids for the common stock at a premium over the market
price of the common stock, and may adversely affect the market price of, and the
voting and other rights of the holders of, the common stock.
CLASSIFIED BOARD OF DIRECTORS AND REMOVAL OF DIRECTORS
Our certificate of incorporation provides that the directors shall be
divided into three classes, as nearly equal in number as possible, with each
class having a term of three years. The classes serve staggered terms, such that
the term of one class of directors expires each year. Any effort to obtain
control of our board of directors by causing the election of a majority of the
board may require more time than would be required without a staggered election
structure. Our certificate of incorporation also provides that, subject to the
rights of the holders of any class of preferred stock, directors may be removed
only for cause at a meeting of stockholders by a vote of a majority of the
shares then entitled to vote. This provision may have the effect of slowing or
impeding a change in membership of our board of directors that would effect a
change of control.
EXERCISE OF DUTIES BY BOARD OF DIRECTORS
Our certificate of incorporation provides that while the MetLife
Policyholder Trust is in existence, each MetLife, Inc. director shall, in
exercising his or her duties as a director, take the interests of the trust
beneficiaries into account as if they were holders of the shares of common stock
held in the trust, except to the extent that any such director determines, based
on advice of counsel, that to do so would violate his or her duties as a
director under Delaware law.
RESTRICTION ON MAXIMUM NUMBER OF DIRECTORS AND FILLING OF VACANCIES ON OUR
BOARD OF DIRECTORS
Our by-laws provide that, subject to the rights of the holders of any class
of preferred stock, if any, the number of directors shall be fixed and increased
or decreased from time to time by resolution of the board of directors, but the
board of directors shall at no time consist of fewer than three directors.
Subject to the rights of the holders of any class of preferred stock, if any,
stockholders can only remove a director for cause by a vote of a majority of the
shares entitled to vote, in which case the vacancy caused by such removal may be
filled at such meeting by the stockholders entitled to vote for the election of
the director so removed. Any vacancy on the board of directors, including a
vacancy resulting from an increase in the number of directors or resulting from
a removal for cause where the stockholders have not filled the vacancy, subject
to the rights of the holders of any class of preferred stock, if any, may be
filled by a majority of the directors then in office, although less than a
quorum. If the vacancy is not so filled, it shall be
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filled by the stockholders at the next annual meeting of stockholders. The
stockholders are not permitted to fill vacancies between annual meetings, except
where the vacancy resulted from a removal for cause. These provisions give
incumbent directors significant authority that may have the effect of limiting
the ability of stockholders to effect a change in management.
ADVANCE NOTICE REQUIREMENTS FOR NOMINATION OF DIRECTORS AND PRESENTATION OF
NEW BUSINESS AT MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT
Our by-laws provide for advance notice requirements for stockholder
proposals and nominations for director. In addition, pursuant to the provisions
of both the certificate of incorporation and the by-laws, action may not be
taken by written consent of stockholders; rather, any action taken by the
stockholders must be effected at a duly called meeting. Moreover, the
stockholders do not have the power to call a special meeting. Only the chief
executive officer or the secretary pursuant to a board resolution or, under some
circumstances, the president or a director who also is an officer, may call a
special meeting. These provisions make it more procedurally difficult for a
stockholder to place a proposal or nomination on the meeting agenda and prohibit
a stockholder from taking action without a meeting, and therefore may reduce the
likelihood that a stockholder will seek to take independent action to replace
directors or with respect to other matters that are not supported by management
for stockholder vote.
LIMITATIONS ON DIRECTOR LIABILITY
Our certificate of incorporation contains a provision that is designed to
limit the directors' liability to the extent permitted by the Delaware General
Corporation Law and any amendments to that law. Specifically, directors will not
be held liable to MetLife, Inc. or our stockholders for an act or omission in
such capacity as a director, except for liability as a result of:
- a breach of the duty of loyalty to MetLife, Inc. or our stockholders;
- acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- payment of an improper dividend or improper repurchase of our stock under
Section 174 of the Delaware General Corporation Law; or
- actions or omissions pursuant to which the director received an improper
personal benefit.
The principal effect of the limitation on liability provision is that a
stockholder is unable to prosecute an action for monetary damages against a
director of MetLife, Inc. unless the stockholder can demonstrate one of the
specified bases for liability. This provision, however, does not eliminate or
limit director liability arising in connection with causes of action brought
under the Federal securities laws. Our certificate of incorporation also does
not eliminate the directors' duty of care. The inclusion of this provision in
the certificate may, however, discourage or deter stockholders or management
from bringing a lawsuit against directors for a breach of their fiduciary
duties, even though such an action, if successful, might otherwise have
benefited MetLife, Inc. and its stockholders. This provision should not affect
the availability of equitable remedies such as injunction or rescission based
upon a director's breach of the duty of care.
Our by-laws also provide that we will indemnify our directors and officers
to the fullest extent permitted by Delaware law. We are required to indemnify
our directors and officers for all judgments, fines, settlements, legal fees and
other expenses reasonably incurred in connection with pending or threatened
legal proceedings because of the director's or officer's position with us or
another entity, including Metropolitan Life Insurance Company, that the director
or officer serves at our request, subject to certain conditions, and to advance
funds to our directors and officers to enable them to defend against such
proceedings. To receive indemnification, the director or officer must have been
successful in the legal proceeding or acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of MetLife,
Inc. and, with respect to any criminal action or proceeding, in a manner he or
she reasonably believed to be lawful.
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SUPERMAJORITY VOTING REQUIREMENT FOR AMENDMENT OF CERTAIN PROVISIONS OF THE
CERTIFICATE OF INCORPORATION AND BY-LAWS
Some of the provisions of our certificate of incorporation, including those
that authorize the board of directors to create stockholder rights plans, that
set forth the duties, election and exculpation from liability of directors and
that prohibit stockholders from actions by written consent, may not be amended,
altered, changed or repealed unless the amendment is approved by the vote of
holders of 75% of the then outstanding shares entitled to vote at an election of
directors. This requirement exceeds the majority vote of the outstanding stock
that would otherwise be required by the Delaware General Corporation Law for the
repeal or amendment of such provisions of the certificate of incorporation. Our
by-laws may be amended, altered or repealed by the board of directors or by the
vote of holders of 75% of the then outstanding shares entitled to vote in the
election of directors. These provisions make it more difficult for any person to
remove or amend any provisions that have an antitakeover effect.
BUSINESS COMBINATION STATUTE
In addition, as a Delaware corporation, MetLife, Inc. is subject to Section
203 of the Delaware General Corporation Law, unless it elects in its certificate
of incorporation not to be governed by the provisions of Section 203. We have
not made that election. Section 203 can affect the ability of an "interested
stockholder" of MetLife, Inc. to engage in certain business combinations,
including mergers, consolidations or acquisitions of additional shares of
MetLife, Inc., for a period of three years following the time that the
stockholder becomes an "interested stockholder". An "interested stockholder" is
defined to mean any person owning directly or indirectly 15% or more of the
outstanding voting stock of a corporation. The provisions of Section 203 are not
applicable in some circumstances, including those in which (1) the business
combination or transaction which results in the stockholder becoming an
"interested stockholder" is approved by the corporation's board of directors
prior to the time the stockholder becomes an "interested stockholder" or (2) the
"interested stockholder", upon consummation of such transaction, owns at least
85% of the voting stock of the corporation outstanding prior to such
transaction.
RESTRICTIONS ON ACQUISITIONS OF SECURITIES
Section 7312 of the New York Insurance Law provides that, for a period of
five years after the distribution of consideration pursuant to the plan of
reorganization is completed, no person may directly or indirectly offer to
acquire or acquire in any manner the beneficial ownership (defined as the power
to vote or dispose of, or to direct the voting or disposition of, a security) of
5% or more of any class of voting security (which term includes the common
stock) of MetLife, Inc. without the prior approval of the New York
Superintendent of Insurance. Pursuant to Section 7312, voting securities
acquired in excess of the 5% threshold without such prior approval will be
deemed non-voting.
The insurance laws and regulations of New York, the jurisdiction in which
our principal insurance subsidiary, Metropolitan Life Insurance Company, is
organized, may delay or impede a business combination involving us. In addition
to the limitations described in the immediately preceding paragraph, the New
York Insurance Law prohibits any person from acquiring control of MetLife, Inc.,
and thus indirect control of Metropolitan Life Insurance Company, without the
prior approval of the New York Superintendent of Insurance. That law presumes
that control exists where any person, directly or indirectly, owns, controls,
holds the power to vote or holds proxies representing 10% or more of our
outstanding voting stock, unless the New York Superintendent, upon application,
determines otherwise. Even persons who do not acquire beneficial ownership of
more than 10% of the outstanding shares of MetLife, Inc.'s common stock may be
deemed to have acquired such control, if the New York Superintendent determines
that such persons, directly or indirectly, exercise a controlling influence over
our management and policies. Therefore, any person seeking to acquire a
controlling interest in MetLife, Inc. would face
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regulatory obstacles which may delay, deter or prevent an acquisition that
stockholders might consider in their best interests.
The insurance holding company law and other insurance laws of many states
also regulate changes of control (generally presumed upon acquisitions of 10% or
more of voting securities) of insurance holding companies, such as MetLife, Inc.
STOCKHOLDER RIGHTS PLAN
Our board of directors has adopted a stockholder rights plan under which
each outstanding share of common stock issued between the entry into the
underwriting agreement for the initial public offering and the distribution date
(as described below) will be coupled with a stockholder right. Initially, the
stockholder rights will be attached to the certificates representing outstanding
shares of common stock, and no separate rights certificates will be distributed.
Each right will entitle the holder to purchase one one-hundredth of a share of
our Series A Junior Participating Preferred Stock. Each one one-hundredth of a
share of Series A Junior Participating Preferred Stock will have economic and
voting terms equivalent to one share of common stock. Until it is exercised, the
right itself will not entitle the holder thereof to any rights as a stockholder,
including the right to receive dividends or to vote at stockholder meetings. The
description and terms of the rights are set forth in a rights agreement (the
"Rights Agreement") to be entered into between MetLife, Inc. and ChaseMellon
Shareholder Services, L.L.C., as rights agent. Although the material provisions
of the Rights Agreement have been accurately summarized, the statements below
concerning the Rights Agreement are not necessarily complete, and in each
instance reference is made to the form of Rights Agreement itself, a copy of
which has been filed as an exhibit to the Registration Statement of which this
prospectus forms a part. Each statement is qualified in its entirety by such
reference.
Stockholder rights are not exercisable until the distribution date, and
will expire at the close of business on the tenth anniversary of the date on
which the initial public offering price is determined, unless earlier redeemed
or exchanged by us. A distribution date would occur upon the earlier of:
- the tenth day after the first public announcement or communication to us
that a person or group of affiliated or associated persons (referred to
as an acquiring person) has acquired beneficial ownership of 10% or more
of our outstanding common stock (the date of such announcement or
communication is referred to as the stock acquisition time); or
- the tenth business day after the commencement or announcement of the
intention to commence a tender offer or exchange offer that would result
in a person or group becoming an acquiring person.
If any person becomes an acquiring person, each holder of a stockholder right
will be entitled to exercise the right and receive, instead of Series A Junior
Participating Preferred Stock, common stock (or, in certain circumstances, cash,
a reduction in purchase price, property or other securities of MetLife, Inc.)
having a value equal to two times the purchase price of the stockholder right.
All stockholder rights that are beneficially owned by an acquiring person or its
transferee will become null and void.
If at any time after a public announcement has been made or MetLife, Inc.
has received notice that a person has become an acquiring person, (1) MetLife,
Inc. is acquired in a merger or other business combination or (2) 50% or more of
MetLife, Inc.'s assets, cash flow or earning power is sold or transferred, each
holder of a stockholder right (except rights which previously have been voided
as set forth above) shall have the right to receive, upon exercise, common stock
of the acquiring company having a value equal to two times the purchase price of
the right.
The purchase price payable, the number of one one-hundredths of a share of
Series A Junior Participating Preferred Stock or other securities or property
issuable upon exercise of rights and the number of rights outstanding, are
subject to adjustment from time to time to
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prevent dilution. With certain exceptions, no adjustment in the purchase price
or the number of shares of Series A Junior Participating Preferred Stock
issuable upon exercise of a stockholder right will be required until the
cumulative adjustment would require an increase or decrease of at least one
percent in the purchase price or number of shares for which a right is
exercisable.
At any time until the earlier of (1) the stock acquisition time or (2) the
final expiration date of the Rights Agreement, we may redeem all the stockholder
rights at a price of $0.01 per right. At any time after a person has become an
acquiring person and prior to the acquisition by such person of 50% or more of
the outstanding shares of the common stock of MetLife, Inc., we may exchange the
stockholder rights, in whole or in part, at an exchange ratio of one share of
common stock, or one one-hundredth of a share of Series A Junior Participating
Preferred Stock (or of a share of a class or series of preferred stock having
equivalent rights, preferences and privileges), per right.
The stockholder rights plan is designed to protect stockholders in the
event of unsolicited offers to acquire MetLife, Inc. and other coercive takeover
tactics which, in the opinion of our board of directors, could impair its
ability to represent stockholder interests. The provisions of the stockholder
rights plan may render an unsolicited takeover more difficult or less likely to
occur or might prevent such a takeover, even though such takeover may offer our
stockholders the opportunity to sell their stock at a price above the prevailing
market rate and may be favored by a majority of the stockholders.
METLIFE POLICYHOLDER TRUST
Under the plan of reorganization, we will establish the MetLife
Policyholder Trust to hold the shares of common stock allocated to eligible
policyholders under the plan. An estimated 576,000,000 shares of common stock,
or 69.3% of the total number of shares expected to be outstanding based upon an
initial public offering price of $19.00 per share, will be issued to the trust
on the effective date of the plan, to be held on behalf of more than 10 million
eligible policyholders. Because of the number of shares held by the trust and
the voting provisions of the trust, the trust may affect the outcome of matters
brought to a stockholder vote.
The trustee will generally vote all of the shares of common stock held in
the trust in accordance with the recommendations given by our board of directors
to our stockholders or, if the board gives no such recommendation, as directed
by the board, except on votes regarding certain fundamental corporate actions.
As a result of the voting provisions of the trust, our board of directors will
effectively be able to control votes on all matters submitted to a vote of
stockholders, excluding those fundamental corporate actions described below, so
long as the trust holds a substantial number of shares of common stock.
If the vote relates to fundamental corporate actions specified in the
trust, the trustee will solicit instructions from the beneficiaries and vote all
shares held in the trust in proportion to the instructions it receives, which
would give disproportionate weight to the instructions actually given by trust
beneficiaries. These actions include:
- an election or removal of directors in which a stockholder has properly
nominated one or more candidates in opposition to a nominee or nominees
of our board of directors or a vote on a stockholder's proposal to oppose
a board nominee for director, remove a director for cause or fill a
vacancy caused by the removal of a director by stockholders, subject to
certain conditions;
- a merger or consolidation, a sale, lease or exchange of all or
substantially all of the assets, or a recapitalization or dissolution of,
MetLife, Inc., in each case requiring a vote of our stockholders under
applicable Delaware law;
- any transaction that would result in an exchange or conversion of shares
of common stock held by the trust for cash, securities or other property;
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- issuances of common stock during the first year after the effective date
of the plan at a price materially less than the then prevailing market
price of the common stock, if a vote of stockholders is required to
approve the issuance under Delaware law, other than issuances in an
underwritten public offering or pursuant to an employee benefit plan;
- for the first year after the effective date of the plan, any matter that
requires a supermajority vote of stockholders under Delaware law or our
certificate of incorporation or by-laws, and any amendment to our
certificate of incorporation or by-laws that is submitted for approval to
its stockholders; and
- any proposal requiring our board of directors to amend or redeem the
rights under its stockholder rights plan, other than a proposal with
respect to which we have received advice of nationally-recognized legal
counsel to the effect that the proposal is not a proper subject for
stockholder action under Delaware law.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the common stock is ChaseMellon
Shareholder Services, L.L.C.
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VALIDITY OF COMMON STOCK
The validity of the shares of common stock offered hereby will be passed
upon for MetLife, Inc. by Debevoise & Plimpton, and for the underwriters by
Skadden, Arps, Slate, Meagher & Flom LLP. Helene L. Kaplan, a director of
MetLife, Inc. and Metropolitan Life Insurance Company and a member of the
Compensation Committee of Metropolitan Life Insurance Company in 1998, is of
counsel to Skadden, Arps, Slate, Meagher & Flom LLP. Skadden, Arps, Slate,
Meagher & Flom LLP has in the past performed, and continues to perform, legal
services for Metropolitan Life Insurance Company and our affiliates.
EXPERTS
The consolidated financial statements of Metropolitan Life Insurance
Company and subsidiaries at December 31, 1998 and 1997, and for each of the
three years in the period ended December 31, 1998 included in this prospectus
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report appearing herein, which report includes an explanatory paragraph
referring to the adoption of a new accounting principle, and have been so
included in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
We have retained PricewaterhouseCoopers LLP to advise us in connection with
actuarial matters involved in the development of the plan of reorganization and
the establishment and operation of the closed block. The opinion of Kenneth
Beck, a consulting actuary associated with PricewaterhouseCoopers LLP, dated
November 16, 1999, which is subject to the limitations described within the
opinion, is included as Annex A of this prospectus in reliance upon his
authority as an expert in actuarial matters generally and in the application of
actuarial concepts to insurance matters.
ADDITIONAL INFORMATION
We have filed with the SEC a Registration Statement on Form S-1 (together
with all amendments, exhibits, schedules and supplements thereto, "Registration
Statement"), under the Securities Act and the rules and regulations thereunder,
for the registration of the common stock offered hereby. This prospectus, which
forms a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain parts of which have
been omitted as permitted by SEC rules and regulations. For further information
with respect to MetLife, Inc. and the common stock offered hereby, please see
the Registration Statement. Statements made in this prospectus as to the
contents of any contract, agreement or other document referred to including, but
not limited to, the certificate of incorporation and by-laws of MetLife, Inc.,
are not necessarily complete. With respect to statements made as to each such
contract, agreement or other document filed as an exhibit to the Registration
Statement, please refer to the exhibit for a more complete description of the
matter involved, and each such statement shall be deemed qualified in its
entirety by such reference. The Registration Statement may be inspected and
copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site, http://www.sec.gov, that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC.
As a result of the offering, we will become subject to the informational
requirements of the Exchange Act. We will fulfill our obligations with respect
to such requirements by filing periodic reports and other information with the
SEC. We intend to furnish our stockholders with annual reports containing
consolidated financial statements audited by an independent public accounting
firm.
We are applying to list the common stock on the New York Stock Exchange.
Upon such listing, copies of the Registration Statement, including all exhibits
thereto, and periodic reports, proxy statements and other information will be
available for inspection at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005.
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GLOSSARY
The following Glossary includes definitions of certain insurance terms.
Each term defined in this Glossary is printed in boldface type the first time it
appears in this prospectus.
ACCOUNT VALUE.............. The amount of money held under a contract in either
a general account or separate account of an insurer
to support policyholder liabilities.
ADMITTED ASSETS............ Assets which are included in an insurer's statutory
financial statements to measure POLICYHOLDER
SURPLUS as determined in accordance with state
insurance laws.
ANNUAL STATEMENT........... The report filed annually with state insurance
regulatory authorities that contains financial and
other information on a calendar year basis and is
prepared in accordance with statutory accounting
practices. The form of the Annual Statement is
prescribed by the NAIC.
ANNUITY.................... A contract that pays or permits the election of a
periodic income benefit for the life of a person,
the lives of two or more persons for a specific
period of time, or a combination thereof.
CASH VALUE................. The amount of cash available to a policyholder on
the surrender of or withdrawal from a life
insurance policy or annuity contract.
CATASTROPHE................ An event that produces pretax losses before
reinsurance in excess of $25 million involving
multiple first-party policyholders. Common
catastrophe events include hurricanes, earthquakes,
tornadoes, wind and hail storms, fires and
explosions.
CEDE, CEDED or CEDING...... The reinsurance of all or a portion of an insurer's
risk with another insurer.
COMBINED RATIO............. A property and casualty term, meaning the sum of
the loss ratio and the expense ratio. A combined
ratio below 100 generally indicates profitable
underwriting. A combined ratio over 100 generally
indicates unprofitable underwriting.
DIVIDEND SCALES............ The actuarial formulas used by life insurers to
determine amounts payable as dividends on
participating policies based on experience factors
relating to, among other things, investment
results, mortality, lapse rates, expenses, premium
taxes and policy loan interest and utilization
rates.
EXPENSE RATIO.............. The ratio of a property and casualty insurer's
operating expenses and LAE to net premiums earned.
FIRST-YEAR PREMIUMS AND
DEPOSITS................. The amount of premiums on insurance policies sold
plus the amount of deposits on variable and
universal life policies sold or additional premiums
or deposits from conversions received over the
specified period. This figure does not reflect
policies that lapse in their first year.
GENERAL ACCOUNT............ The aggregate of a life insurer's assets, other
than those allocated to separate accounts.
GUARANTEED INTEREST
CONTRACTS (GICS)......... Group annuity contracts that guarantee a return on
principal and a stated interest rate for a
specified period of time.
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IN FORCE................... A policy that is shown on records to be in force on
a given date and that has not matured by death or
otherwise or been surrendered or otherwise
terminated.
LOSS ADJUSTMENT EXPENSES
(LAE).................... The expenses of settling property and casualty
claims, including legal and other fees and general
expenses.
LOSS RATIO................. The ratio of incurred losses to earned premiums.
MORBIDITY.................. Incidence rates and duration of disability used in
pricing and computing liabilities for disability
insurance. Morbidity varies by such parameters as
age, gender and duration since disability.
MORTALITY.................. Rates of death, varying by such parameters as age,
gender and health, used in pricing and computing
liabilities for future policyholder benefits for
life and annuity products, which contain
significant mortality risk.
NATIONAL ASSOCIATION OF
INSURANCE COMMISSIONERS
(NAIC)................... The National Association of Insurance
Commissioners, a national association of state
insurance regulators that sets guidelines for
statutory policies, procedures and reporting for
insurers.
NET SALES CREDIT........... An industry measure of agent productivity. Net
sales credits are the annualized first-year
commissions, which vary by product, paid to agents
and other sales representatives.
NON-ADMITTED ASSETS........ Certain assets or portions thereof which are not
permitted to be reported as ADMITTED ASSETS in an
insurer's Annual Statement. As a result, certain
assets which normally would be accorded value in
non-insurance corporations are accorded no value
and thus reduce the reported statutory policyholder
surplus of the insurer.
PARTICIPATING POLICY....... Policies or annuity contracts under which the owner
is eligible to share in the divisible surplus of
the insurer through policyholder dividends, whether
or not such dividends are currently payable. For
purposes of the plan, participating policies also
include policies or annuity contracts that are not
by their terms non-participating and certain
supplementary contracts.
PERSISTENCY................ Measurement of the percentage of insurance policies
remaining in force from year to year, as measured
by premiums.
POLICYHOLDER SURPLUS....... The excess of admitted assets over liabilities, in
each case under statutory accounting practices.
PREMIUMS................... Payments and considerations received on insurance
policies issued or reinsured by an insurer. Under
GAAP, premiums on universal life and other
investment-type contracts are not accounted for as
revenues.
RISK-BASED CAPITAL (RBC)... Risk-based capital, which is the regulatory
targeted surplus level based on the relationship of
statutory capital and surplus, with certain
adjustments, to the sum of stated percentages of
each element of a specified list of company risk
exposures.
REINSURANCE................ The acceptance by one or more insurers of a portion
of risk underwritten by another insurer that has
directly written the coverage in return for a
portion of the premium related thereto. The legal
rights of the insured generally are not affected by
the
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reinsurance transaction, and the insurer issuing
the insurance contract remains liable to the
insured for payment of policy benefits.
SEPARATE ACCOUNTS.......... Investment accounts maintained by an insurer to
which funds have been allocated for certain
policies under provisions of relevant state
insurance laws. The investments in each separate
account are maintained separately from those in
other separate accounts and an insurer's general
account and generally are not subject to the
general liabilities of the insurer. The investment
results of the separate account assets generally
pass through to the separate account policyholders
and contractholders, less management fees, so that
an insurer bears limited or no investment risk on
such assets.
STATUTORY ACCOUNTING
PRACTICES................ Those accounting practices prescribed or permitted
by an insurer's domiciliary state insurance
regulator for purposes of financial reporting to
the insurance regulator.
STATUTORY RESERVES......... Monetary amounts established by state insurance law
that an insurer must have available to provide for
future obligations with respect to all policies.
Statutory reserves are liabilities on the balance
sheet of financial statements prepared in
conformity with statutory accounting practices.
STATUTORY SURPLUS.......... The excess of admitted assets over statutory
liabilities as shown on an insurer's statutory
financial statements.
SURRENDER CHARGE........... The fee charged to a policyholder when a life
insurance policy or annuity is surrendered for its
cash value prior to the end of the surrender charge
period. Such charge is intended to recover all or a
portion of policy acquisition costs and act as a
deterrent to early surrender. Surrender charges
typically decrease over a set period of time as a
percentage of the ACCOUNT VALUE.
UNDERWRITING............... The process of examining, accepting or rejecting
insurance risks, and classifying those accepted, in
order to charge an appropriate premium for each
accepted risk.
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METROPOLITAN LIFE INSURANCE COMPANY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report................................ F-2
Consolidated Statements of Income for the years ended
December 31, 1998, 1997 and 1996............................ F-3
Consolidated Balance Sheets at December 31, 1998 and 1997... F-4
Consolidated Statements of Equity for the years ended
December 31, 1998, 1997 and 1996.......................... F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996.......................... F-6
Notes to Consolidated Financial Statements.................. F-7
Unaudited Interim Condensed Consolidated Statements of
Income for the nine months ended September 30, 1999 and
1998...................................................... F-43
Unaudited Interim Condensed Consolidated Balance Sheet at
September 30, 1999........................................ F-44
Unaudited Interim Condensed Consolidated Statement of Equity
for the nine months ended September 30, 1999.............. F-45
Unaudited Interim Condensed Consolidated Statements of Cash
Flows for the nine months ended September 30, 1999 and
1998...................................................... F-46
Notes to Unaudited Interim Condensed Consolidated Financial
Statements................................................ F-47
</TABLE>
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INDEPENDENT AUDITORS' REPORT
The Board of Directors and Policyholders of
Metropolitan Life Insurance Company:
We have audited the accompanying consolidated balance sheets of
Metropolitan Life Insurance Company and subsidiaries (the "Company") as of
December 31, 1998 and 1997, and the related consolidated statements of income,
equity and cash flows for each of the three years in the period ended December
31, 1998. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of Metropolitan Life
Insurance Company and subsidiaries at December 31, 1998 and 1997, and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 1998 in conformity with
generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, in 1997
the Company changed the method of accounting for investment income on certain
structured securities.
/s/DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
New York, New York
February 4, 1999
F-2
<PAGE> 219
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(IN MILLIONS)
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
REVENUES
Premiums.................................................... $11,503 $11,278 $11,345
Universal life and investment-type product policy fees...... 1,360 1,418 1,243
Net investment income....................................... 10,228 9,491 8,978
Other revenues.............................................. 1,965 1,491 1,246
Net realized investment gains (net of amounts allocable to
other accounts of $608, $231 and $227, respectively)...... 2,021 787 231
------- ------- -------
27,077 24,465 23,043
------- ------- -------
EXPENSES
Policyholder benefits and claims (excludes amounts directly
related to net realized investment gains of $368, $161 and
$223, respectively)....................................... 12,488 12,234 12,286
Interest credited to policyholder account balances.......... 2,731 2,884 2,868
Policyholder dividends...................................... 1,653 1,742 1,728
Other expenses (excludes amounts directly related to net
realized investment gains of $240, $70 and $4,
respectively)............................................. 8,118 5,934 4,755
------- ------- -------
24,990 22,794 21,637
------- ------- -------
Income before provision for income taxes, discontinued
operations and extraordinary item......................... 2,087 1,671 1,406
Provision for income taxes.................................. 740 468 482
------- ------- -------
Income before discontinued operations and extraordinary
item...................................................... 1,347 1,203 924
Loss from discontinued operations........................... -- -- 71
------- ------- -------
Income before extraordinary item............................ 1,347 1,203 853
Extraordinary item -- demutualization expense............... (4) -- --
------- ------- -------
Net income.................................................. $ 1,343 $ 1,203 $ 853
======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 220
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
(IN MILLIONS)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
ASSETS
Investments:
Fixed maturities available-for-sale, at fair value........ $100,767 $ 92,630
Equity securities, at fair value.......................... 2,340 4,250
Mortgage loans on real estate............................. 16,827 20,193
Real estate and real estate joint ventures................ 6,287 7,080
Policy loans.............................................. 5,600 5,846
Other limited partnership interests....................... 964 855
Short-term investments.................................... 1,369 679
Other invested assets..................................... 1,567 4,456
-------- --------
135,721 135,989
Cash and cash equivalents................................... 3,301 2,911
Accrued investment income................................... 1,994 1,860
Premiums and other receivables.............................. 5,972 3,319
Deferred policy acquisition costs........................... 6,560 6,436
Other....................................................... 3,730 3,923
Separate account assets..................................... 58,068 48,338
-------- --------
$215,346 $202,776
======== ========
LIABILITIES AND EQUITY
Liabilities:
Future policy benefits...................................... $ 72,701 $ 73,848
Policyholder account balances............................... 46,494 48,543
Other policyholder funds.................................... 4,061 3,998
Policyholder dividends payable.............................. 947 969
Short-term debt............................................. 3,585 4,587
Long-term debt.............................................. 2,903 2,884
Income taxes payable, current and deferred.................. 948 952
Other....................................................... 10,772 4,650
Separate account liabilities................................ 58,068 48,338
-------- --------
200,479 188,769
-------- --------
Commitments and contingencies (Note 9)
Equity:
Retained earnings........................................... 13,483 12,140
Accumulated other comprehensive income...................... 1,384 1,867
-------- --------
14,867 14,007
-------- --------
$215,346 $202,776
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 221
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(IN MILLIONS)
<TABLE>
<CAPTION>
ACCUMULATED OTHER
COMPREHENSIVE INCOME
-------------------------------------
NET FOREIGN MINIMUM
UNREALIZED CURRENCY PENSION
COMPREHENSIVE RETAINED INVESTMENT TRANSLATION LIABILITY
TOTAL INCOME EARNINGS GAINS ADJUSTMENT ADJUSTMENT
----- ------------- -------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1996............ $11,754 $10,084 $1,646 $ 24 $ --
Comprehensive income:
Net income.......................... 853 $ 853 853
------
Other comprehensive loss:
Unrealized investment losses, net
of related offsets,
reclassification adjustments and
income taxes.................... (618) (618)
Foreign currency translation
adjustments..................... (6) (6)
------
Other comprehensive loss.......... (624) (624)
------
Comprehensive income................ $ 229
======
------- ------- ------ ----- ----
Balance at December 31, 1996.......... 11,983 10,937 1,028 18 --
Comprehensive income:
Net income.......................... 1,203 $1,203 1,203
------
Other comprehensive income:
Unrealized investment gains, net
of related offsets,
reclassification adjustments and
income taxes.................... 870 870
Foreign currency translation
adjustments..................... (49) (49)
------
Other comprehensive income........ 821 821
------
Comprehensive income................ $2,024
======
------- ------- ------ ----- ----
Balance at December 31, 1997.......... 14,007 12,140 1,898 (31) --
Comprehensive income:
Net income.......................... 1,343 $1,343 1,343
------
Other comprehensive loss:
Unrealized investment losses, net
of related offsets,
reclassification adjustments and
income taxes.................... (358) (358)
Foreign currency translation
adjustments..................... (113) (113)
Minimum pension liability
adjustment...................... (12) (12)
------
Other comprehensive loss.......... (483) (483)
------
Comprehensive income................ $ 860
======
------- ------- ------ ----- ----
Balance at December 31, 1998.......... $14,867 $13,483 $1,540 $(144) $(12)
======= ======= ====== ===== ====
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 222
METROPOLITAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(IN MILLIONS)
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................. $ 1,343 $ 1,203 $ 853
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization expenses.................. 56 (36) (18)
Gains from sales of investments and businesses, net..... (2,629) (1,018) (428)
Change in undistributed income of real estate joint
ventures and other limited partnership interests...... (91) 157 (45)
Interest credited to policyholder account balances...... 2,731 2,884 2,868
Universal life and investment-type product policy
fees.................................................. (1,360) (1,418) (1,243)
Change in accrued investment income..................... (181) (215) 350
Change in premiums and other receivables................ (2,681) (792) (125)
Change in deferred policy acquisition costs, net........ (188) (159) (391)
Change in insurance related liabilities................. 1,493 2,364 2,349
Change in income taxes payable.......................... 211 (99) (134)
Change in other liabilities............................. 2,390 (206) 902
Other, net.............................................. (253) 207 (1,250)
-------- -------- --------
Net cash provided by operating activities................... 841 2,872 3,688
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Sales, maturities and repayments of:
Fixed maturities........................................ 57,857 75,346 76,117
Equity securities....................................... 3,085 1,821 2,069
Mortgage loans on real estate........................... 2,296 2,784 2,380
Real estate and real estate joint ventures.............. 1,122 2,046 2,358
Other limited partnership interests..................... 146 166 178
Purchases of:
Fixed maturities........................................ (67,543) (76,603) (76,225)
Equity securities....................................... (854) (2,121) (2,742)
Mortgage loans on real estate........................... (2,610) (4,119) (4,225)
Real estate and real estate joint ventures.............. (423) (624) (989)
Other limited partnership interests..................... (723) (338) (307)
Net change in short-term investments...................... (761) 63 1,028
Net change in policy loans................................ 133 17 (128)
Proceeds from sales of businesses......................... 7,372 274 --
Net change in investment collateral....................... 3,769 -- --
Other, net................................................ (183) (378) (438)
-------- -------- --------
Net cash provided by (used in) investing activities......... 2,683 (1,666) (924)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Policyholder account balances:
Deposits................................................ $ 19,361 $ 16,061 $ 17,167
Withdrawals............................................. (21,706) (18,831) (19,321)
Short-term debt, net...................................... (1,001) 1,265 69
Long-term debt issued..................................... 693 989 --
Long-term debt repaid..................................... (481) (104) (284)
-------- -------- --------
Net cash used in financing activities....................... (3,134) (620) (2,369)
-------- -------- --------
Change in cash and cash equivalents......................... 390 586 395
Cash and cash equivalents, beginning of year................ 2,911 2,325 1,930
-------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR...................... $ 3,301 $ 2,911 $ 2,325
======== ======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest.................................................. $ 367 $ 422 $ 310
======== ======== ========
Income taxes.............................................. $ 579 $ 589 $ 497
======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE> 223
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS ARE IN MILLIONS UNLESS OTHERWISE STATED.)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
Metropolitan Life Insurance Company ("MetLife") and its subsidiaries (the
"Company") is a leading provider of insurance and financial services to a broad
section of institutional and individual customers. The Company offers life
insurance, annuities and mutual funds to individuals and group insurance and
retirement and savings products and services to corporations and other
institutions.
BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles ("GAAP"). The New York
State Insurance Department (the "Department") recognizes only statutory
accounting practices for determining and reporting the financial condition and
results of operations of an insurance company for determining solvency under the
New York Insurance Law. No consideration is given by the Department to financial
statements prepared in accordance with GAAP in making such determination.
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The most significant estimates include those used
in determining deferred policy acquisition costs, investment allowances and the
liability for future policyholder benefits. Actual results could differ from
those estimates.
During 1997, management changed to the retrospective interest method of
accounting for investment income on structured notes in accordance with Emerging
Issues Task Force Consensus No. 96-12, Recognition of Interest Income and
Balance Sheet Classification of Structured Notes. As a result, net investment
income increased by $175. The cumulative effect of this accounting change on
prior years' income was not material.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
MetLife and its subsidiaries, partnerships and joint ventures in which MetLife
has a majority voting interest or general partner interest with limited removal
rights by limited partners. All material intercompany accounts and transactions
have been eliminated.
The Company accounts for its investments in real estate joint ventures and
other limited partnership interests in which it does not have a controlling
interest, but more than a minimal interest, under the equity method of
accounting.
Minority interest relating to consolidated entities included in other
liabilities was $274 and $277 at December 31, 1998 and 1997, respectively.
Certain amounts in the prior years' consolidated financial statements have
been reclassified to conform with the 1998 presentation.
INVESTMENTS
The Company's fixed maturity and equity securities are classified as
available-for-sale and are reported at their estimated fair value. Unrealized
investment gains and losses on securities
F-7
<PAGE> 224
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
are recorded as a separate component of other comprehensive income, net of
policyholder related amounts and deferred income taxes. The cost of fixed
maturity and equity securities is adjusted for impairments in value deemed to be
other than temporary. These adjustments are recorded as realized losses on
investments. Realized gains and losses on sales of securities are determined on
a specific identification basis. All security transactions are recorded on a
trade date basis.
Mortgage loans on real estate are stated at amortized cost, net of
valuation allowances. Valuation allowances are established for the excess
carrying value of the mortgage loan over its estimated fair value when it is
probable that, based upon current information and events, the Company will be
unable to collect all amounts due under the contractual terms of the loan
agreement. Valuation allowances are based upon the present value of expected
future cash flows discounted at the loan's original effective interest rate or
the collateral value if the loan is collateral dependent. Interest income earned
on impaired loans is accrued on the net carrying value amount of the loan based
on the loan's effective interest rate.
Real estate, including related improvements, is stated at cost less
accumulated depreciation. Depreciation is provided on a straight-line basis over
the estimated useful life of the asset (typically 20 to 40 years). Cost is
adjusted for impairment whenever events or changes in circumstances indicate the
carrying amount of the asset may not be recoverable. Impaired real estate is
written down to estimated fair value with the impairment loss being included in
realized losses on investments. Impairment losses are based upon the estimated
fair value of real estate, which is generally computed using the present value
of expected future cash flows from the real estate discounted at a rate
commensurate with the underlying risks. Real estate acquired in satisfaction of
debt is recorded at estimated fair value at the date of foreclosure. Valuation
allowances on real estate held-for-sale are computed using the lower of
depreciated cost or estimated fair value, net of disposition costs.
Policy loans are stated at unpaid principal balances.
Short-term investments are stated at amortized cost, which approximates
fair value.
DERIVATIVE INSTRUMENTS
The Company uses derivative instruments to manage market risk through one
of four principal risk management strategies: the hedging of invested assets,
liabilities, portfolios of assets or liabilities and anticipated transactions.
The Company's derivative strategy employs a variety of instruments including
financial futures, financial forwards, interest rate and foreign currency swaps,
floors, foreign exchange contracts, caps and options.
The Company's derivative program is monitored by senior management. The
Company's risk of loss is typically limited to the fair value of its derivative
instruments and not to the notional or contractual amounts of these derivatives.
Risk arises from changes in the fair value of the underlying instruments and,
with respect to over-the-counter transactions, from the possible inability of
counterparties to meet the terms of the contracts. The Company has strict
policies regarding the financial stability and credit standing of its major
counterparties.
The Company's derivative instruments are designated as hedges and are
highly correlated to the underlying risk at contract inception. The Company
monitors the effectiveness of its hedges throughout the contract term using an
offset ratio of 80 to 125 percent as its minimum acceptable threshold for hedge
effectiveness. Derivative instruments that lose their effectiveness are marked
to market through net investment income.
F-8
<PAGE> 225
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Gains or losses on financial futures contracts entered into in anticipation
of investment transactions are deferred and, at the time of the ultimate
investment purchase or disposition, recorded as an adjustment to the basis of
the purchased assets or to the proceeds on disposition. Gains or losses on
financial futures used in asset risk management are deferred and amortized into
net investment income over the remaining term of the investment. Gains or losses
on financial futures used in portfolio risk management are deferred and
amortized into net investment income or policyholder benefits over the remaining
life of the hedged sector of the underlying portfolio.
Financial forward contracts that are entered into to purchase securities
are marked to fair value through other comprehensive income, similar to the
accounting for the investment security. Such contracts are accounted for at
settlement by recording the purchase of the specified securities at fair value.
Gains or losses resulting from the termination of forward contracts are
recognized immediately as a component of net investment income.
Interest rate and certain foreign currency swaps involve the periodic
exchange of payments without the exchange of underlying principal or notional
amounts. Net receipts or payments are accrued and recognized over the term of
the swap agreement as an adjustment to net investment income or other expense.
Gains or losses resulting from swap terminations are amortized over the
remaining term of the underlying asset or liability. Gains and losses on swaps
and certain foreign forward exchange contracts entered into in anticipation of
investment transactions are deferred and, at the time of the ultimate investment
purchase or disposition, reflected as an adjustment to the basis of the
purchased assets or to the proceeds of disposition. In the event the asset or
liability underlying a swap is disposed of, the swap position is closed
immediately and any gain or loss is recorded as an adjustment to the proceeds
from disposition.
The Company periodically enters into collars, which consist of purchased
put and written call options, to lock in unrealized gains on equity securities.
Collars are marked to market through other comprehensive income, similar to the
accounting for the underlying equity securities. Purchased interest rate caps
and floors are used to offset the risk of interest rate changes related to
insurance liabilities. Premiums paid on floors, caps and options are split into
two components, time value and intrinsic value. Time value is amortized over the
life of the applicable derivative instrument. The intrinsic value and any gains
or losses relating to these derivative instruments adjust the basis of the
underlying asset or liability and are recognized as a component of net
investment income over the term of the underlying asset or liability being
hedged as an adjustment to the yield.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Property, equipment and leasehold improvements, which are included in other
assets, are stated at cost, less accumulated depreciation and amortization.
Depreciation is determined using either the straight-line or
sum-of-the-years-digits method over the estimated useful lives of the assets.
Estimated lives range from 20 to 40 years for real estate and 5 to 15 years for
all other property and equipment. Accumulated depreciation on property and
equipment and accumulated amortization of leasehold improvements was $1,048 at
both December 31, 1998 and 1997.
F-9
<PAGE> 226
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Related depreciation and amortization expense was $95, $103 and $78 for the
years ended December 31, 1998, 1997 and 1996, respectively.
DEFERRED POLICY ACQUISITION COSTS
The costs of acquiring new insurance business that vary with, and are
primarily related to, the production of new business are deferred. Such costs,
which consist principally of commissions, agency and policy issue expenses, are
amortized with interest over the expected life of the contract for participating
traditional life, universal life and investment-type products. Generally,
deferred policy acquisition costs are amortized in proportion to the present
value of estimated gross margins or profits from investment, mortality, expense
margins and surrender charges. Interest rates are based on rates in effect at
the inception of the contracts. Actual gross margins or profits can vary from
management's estimates resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates and evaluates the
recoverability of deferred policy acquisition costs. When appropriate,
management revises its assumptions of the estimated gross margins or profits of
these contracts, and the cumulative amortization is re-estimated and adjusted by
a cumulative charge or credit to current operations.
Deferred policy acquisition costs for non-participating traditional life,
non-medical health and annuity policies with life contingencies are amortized in
proportion to anticipated premiums. Assumptions as to anticipated premiums are
made at the date of policy issuance and are consistently applied during the life
of the contracts. Deviations from estimated experience are reflected in
operations when they occur. For these contracts, the amortization period is
typically the estimated life of the policy.
Deferred policy acquisition costs related to internally replaced contracts
are expensed at date of replacement.
Deferred policy acquisition costs for property and liability insurance
contracts, which are primarily comprised of commissions and certain underwriting
expenses, are deferred and amortized on a pro rata basis over the applicable
contract term or reinsurance treaty.
Information regarding deferred policy acquisition costs is as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Balance at January 1................................... $6,436 $7,227 $6,508
Capitalized during the year............................ 1,025 1,000 1,028
------ ------ ------
Total........................................ 7,461 8,227 7,536
------ ------ ------
Amortization allocated to:
Net realized investment gains........................ 240 70 4
Unrealized investment gains (losses)................. (245) 727 (328)
Other expenses....................................... 587 771 633
------ ------ ------
Total amortization........................... 582 1,568 309
------ ------ ------
Dispositions........................................... (319) (223) --
------ ------ ------
Balance at December 31................................. $6,560 $6,436 $7,227
====== ====== ======
</TABLE>
Amortization of deferred policy acquisition costs is allocated to (1)
realized investment gains and losses to provide consolidated statement of income
information regarding the impact of such gains and losses on the amount of the
amortization, (2) unrealized investment gains and losses to provide information
regarding the amount of deferred policy acquisition costs that would have
F-10
<PAGE> 227
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
been amortized if such gains and losses had been realized and (3) other expenses
to provide amounts related to the gross margins or profits originating from
transactions other than investment gains and losses.
Realized investment gains and losses related to certain products have a
direct impact on the amortization of deferred policy acquisition costs.
Presenting realized investment gains and losses net of related amortization of
deferred policy acquisition costs provides information useful in evaluating the
operating performance of the Company. This presentation may not be comparable to
presentations made by other insurers.
OTHER INTANGIBLE ASSETS
The excess of cost over the fair value of net assets acquired ("goodwill")
and the value of business acquired are included in other assets. Goodwill is
amortized on a straight-line basis over a period ranging from 10 to 30 years.
The Company continually reviews goodwill to assess recoverability from future
operations using undiscounted cash flows. Impairments are recognized in
operating results if a permanent diminution in value is deemed to have occurred.
The value of business acquired is amortized over the expected policy or contract
duration in relation to the present value of estimated gross profits from such
policies and contracts.
<TABLE>
<CAPTION>
VALUE OF BUSINESS ACQUIRED GOODWILL
-------------------------- --------------------
1998 1997 1996 1998 1997 1996
YEARS ENDED DECEMBER 31 ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net Balance at January 1................... $498 $358 $381 $884 $544 $377
Acquisitions............................... 32 176 7 80 387 197
Amortization............................... (55) (36) (30) (59) (47) (30)
---- ---- ---- ---- ---- ----
Net Balance at December 31................. $475 $498 $358 $905 $884 $544
==== ==== ==== ==== ==== ====
<CAPTION>
1998 1997 1998 1997
DECEMBER 31 ------ ------ ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulated Amortization................... $142 $ 87 $207 $148
==== ==== ==== ====
</TABLE>
FUTURE POLICY BENEFITS AND POLICYHOLDER ACCOUNT BALANCES
Future policy benefit liabilities for participating traditional life
insurance policies are equal to the aggregate of (a) net level premium reserves
for death and endowment policy benefits (calculated based upon the nonforfeiture
interest rate, ranging from 2% to 7%, and mortality rates guaranteed in
calculating the cash surrender values described in such contracts), (b) the
liability for terminal dividends and (c) premium deficiency reserves, which are
established when the liabilities for future policy benefits plus the present
value of expected future gross premiums are insufficient to provide for expected
future policy benefits and expenses after deferred policy acquisition costs are
written off.
Future policy benefit liabilities for traditional annuities are equal to
accumulated contractholder fund balances during the accumulation period and the
present value of expected future payments after annuitization. Interest rates
used in establishing such liabilities range from 5% to 8%. Future policy benefit
liabilities for non-medical health insurance are calculated using the net level
premium method and assumptions as to future morbidity, withdrawals and interest,
which provide a margin for adverse deviation. Interest rates used in
establishing such liabilities range from 4% to 7%. Future policy benefit
liabilities for disabled lives are estimated using the present value of benefits
method and experience assumptions as to claim terminations, expenses and
interest. Interest rates used in establishing such liabilities range from 4% to
8%.
F-11
<PAGE> 228
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Policyholder account balances for universal life and investment-type
contracts are equal to the policy account values, which consist of an
accumulation of gross premium payments plus credited interest, ranging from 3%
to 17%, less expenses, mortality charges and withdrawals.
The liability for unpaid claims and claim expenses for property and
casualty insurance represents the amount estimated for claims that have been
reported but not settled and claims incurred but not reported. Liabilities for
unpaid claims are estimated based upon the Company's historical experience and
other actuarial assumptions that consider the effects of current developments,
anticipated trends and risk management programs. Revisions of these estimates
are reflected in operations in the year such refinements are made.
RECOGNITION OF INSURANCE REVENUE AND RELATED BENEFITS
Premiums related to traditional life and annuity policies with life
contingencies are recognized as revenues when due. Benefits and expenses are
provided against such revenues to recognize profits over the estimated lives of
the policies. When premiums are due over a significantly shorter period than the
period over which benefits are provided, any excess profit is deferred and
recognized into operations in a constant relationship to insurance in-force or,
for annuities, the amount of expected future policy benefit payments.
Premiums related to non-medical health contracts are recognized on a pro
rata basis over the applicable contract term.
Premiums related to universal life and investment-type contracts are
credited to policyholder account balances. Revenues from such contracts consist
of amounts assessed against policyholder account balances for mortality, policy
administration and surrender charges. Amounts that are charged to operations
include interest credited and benefit claims incurred in excess of related
policyholder account balances.
Premiums related to property and casualty contracts are recognized as
revenue on a pro rata basis over the applicable contract term. Unearned premiums
are included in other liabilities.
DIVIDENDS TO POLICYHOLDERS
Dividends to policyholders are determined annually by the board of
directors. The aggregate amount of policyholders' dividends is related to actual
interest, mortality, morbidity and expense experience for the year, as well as
management's judgment as to the appropriate level of statutory surplus to be
retained by the Company.
PARTICIPATING BUSINESS
Participating business represented approximately 21% and 22% of the
Company's life insurance in-force, and 81% and 87% of the number of life
insurance policies in-force, at December 31, 1998 and 1997, respectively.
Participating policies represented approximately 39% and 40%, 41% and 41%, and
40% and 44% of gross and net life insurance premiums for the years ended
December 31, 1998, 1997 and 1996, respectively.
INCOME TAXES
MetLife and its includable life insurance and non-life insurance
subsidiaries file a consolidated U.S. Federal income tax return in accordance
with the provisions of the Internal Revenue Code, as amended (the "Code"). Under
the Code, the amount of Federal income tax expense incurred by mutual life
insurance companies includes an equity tax calculated based
F-12
<PAGE> 229
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
upon a prescribed formula that incorporates a differential earnings rate between
stock and mutual life insurance companies. The future tax consequences of
temporary differences between financial reporting and tax bases of assets and
liabilities are measured as of the balance sheet dates and are recorded as
deferred income tax assets and liabilities.
REINSURANCE
The Company has reinsured certain of its life insurance and property and
casualty insurance contracts with other insurance companies under various
agreements. Amounts due from reinsurers are estimated based upon assumptions
consistent with those used in establishing the liabilities related to the
underlying reinsured contracts. Policy and contract liabilities are reported
gross of reinsurance credits. Deferred policy acquisition costs are reduced by
amounts recovered under reinsurance contracts. Amounts received from reinsurers
for policy administration are reported in other revenues.
SEPARATE ACCOUNTS
Separate accounts are established in conformity with insurance laws and are
generally not chargeable with liabilities that arise from any other business of
the Company. Separate account assets are subject to general account claims only
to the extent the value of such assets exceeds the separate account liabilities.
Investments (stated at estimated fair value) and liabilities of the separate
accounts are reported separately as assets and liabilities. Deposits to separate
accounts, investment income and realized and unrealized gains and losses on the
investments of the separate accounts accrue directly to contractholders and,
accordingly, are not reflected in the Company's consolidated statements of
income and cash flows. Mortality, policy administration and surrender charges to
all separate accounts are included in revenues. See Note 15.
FOREIGN CURRENCY TRANSLATION
Balance sheet accounts of foreign operations are translated at the exchange
rates in effect at each year-end and income and expense accounts are translated
at the average rates of exchange prevailing during the year. The local
currencies of foreign operations are the functional currencies unless the local
economy is highly inflationary. Translation adjustments are charged or credited
directly to other comprehensive income. Gains and losses from foreign currency
transactions are reported in other expenses and were insignificant for all years
presented.
EXTRAORDINARY ITEM -- DEMUTUALIZATION EXPENSE
On November 24, 1998, the Board of Directors authorized management to
develop a plan to convert from a mutual life insurance company to a stock life
insurance company (the "demutualization"). A final plan to convert to a publicly
traded stock company is subject to the approval of the Board of Directors, the
policyholders and the New York Superintendent of Insurance ("Superintendent").
The accompanying consolidated statements of income reflect an extraordinary
charge of $4 (net of income taxes of $2) for the year ended December 31, 1998
related to costs associated with the demutualization.
APPLICATION OF ACCOUNTING PRONOUNCEMENTS
In October 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-7, Accounting for Insurance
and Reinsurance Contracts That Do Not Transfer Insurance Risk ("SOP 98-7"). SOP
98-7 provides guidance on the method of
F-13
<PAGE> 230
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
accounting for insurance and reinsurance contracts that do not transfer
insurance risk, defined in the SOP as the deposit method. SOP 98-7 classifies
insurance and reinsurance contracts for which the deposit method is appropriate
into those that 1) transfer only significant timing risk, 2) transfer only
significant underwriting risk, 3) transfer neither significant timing or
underwriting risk and 4) have an indeterminate risk. The Company is required to
adopt SOP 98-7 as of January 1, 2000. Adoption of SOP 98-7 is not expected to
have a material effect on the Company's consolidated financial statements.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 133, Accounting for
Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS 133 requires,
among other things, that all derivatives be recognized in the consolidated
balance sheets as either assets or liabilities and measured at fair value. The
corresponding derivative gains and losses should be reported based upon the
hedge relationship, if such a relationship exists. Changes in the fair value of
derivatives that are not designated as hedges or that do not meet the hedge
accounting criteria in SFAS 133 are required to be reported in income. The
Company is required to adopt SFAS 133 as of January 1, 2000. The Company is in
the process of quantifying the impact of SFAS 133 on its consolidated financial
statements.
In April 1998, the AICPA issued SOP 98-5, Reporting on the Costs of
Start-Up Activities ("SOP 98-5"). SOP 98-5 broadly defines start-up activities.
SOP 98-5 requires costs of start-up activities and organization costs to be
expensed as incurred. The Company is required to adopt SOP 98-5 as of January 1,
1999. Adoption of SOP 98-5 is not expected to have a material effect on the
Company's consolidated financial statements.
In March 1998, the AICPA issued SOP 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1
provides guidance for determining when an entity should capitalize or expense
external and internal costs of computer software developed or obtained for
internal use. The Company is required to adopt SOP 98-1 as of January 1, 1999.
Adoption of SOP 98-1 is not expected to have a material effect on the Company's
consolidated financial statements.
In December 1997, the AICPA issued SOP 97-3, Accounting for Insurance and
Other Enterprises for Insurance Related Assessments ("SOP 97-3"). SOP 97-3
provides guidance on accounting by insurance and other enterprises for
assessments related to insurance activities including recognition, measurement
and disclosure of guaranty fund and other insurance related assessments. The
Company is required to adopt SOP 97-3 as of January 1, 1999. Adoption of SOP
97-3 is not expected to have a material effect on the Company's consolidated
financial statements.
In 1998, the Company adopted SFAS 131, Disclosures About Segments of an
Enterprise and Related Information ("SFAS 131"). SFAS 131 establishes standards
for reporting financial information and related disclosures about products and
services, geographic areas and major customers relating to operating segments in
annual financial statements. Adoption of SFAS 131 had no effect on the Company's
consolidated financial statements.
In 1998, the Company adopted SFAS 130, Reporting Comprehensive Income
("SFAS 130"). SFAS 130 establishes standards for reporting and displaying
comprehensive income and its components in a financial statement that is
displayed with the same prominence as other financial statements. Adoption of
SFAS 130 had no effect on the Company's consolidated financial statements.
F-14
<PAGE> 231
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In 1998, the Company adopted the provisions of SFAS 125 which were deferred
by SFAS 127, Deferral of the Effective Date of Certain Provisions of FASB
Statement No. 125. The deferred provisions provide accounting and reporting
standards related to repurchase agreements, dollar rolls, securities lending and
similar transactions. Adoption of the provisions had the effect of increasing
assets and liabilities by $3,769 at December 31, 1998 and increasing revenues
and expenses by $266 for the year ended December 31, 1998.
2. INVESTMENTS
The components of net investment income were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Fixed maturities.................................... $ 6,563 $ 6,445 $ 6,042
Equity securities................................... 78 50 60
Mortgage loans on real estate....................... 1,572 1,684 1,523
Real estate and real estate joint ventures.......... 1,529 1,718 1,668
Policy loans........................................ 387 368 399
Other limited partnership interests................. 196 302 215
Cash, cash equivalents and short-term investments... 187 169 214
Other............................................... 841 368 401
------- ------- -------
11,353 11,104 10,522
Less: Investment expenses........................... 1,125 1,613 1,544
------- ------- -------
$10,228 $ 9,491 $ 8,978
======= ======= =======
</TABLE>
Net realized investment gains, including changes in valuation allowances,
were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Fixed maturities........................................ $ 573 $ 118 $ 234
Equity securities....................................... 994 224 101
Mortgage loans on real estate........................... 23 56 (86)
Real estate and real estate joint ventures.............. 424 446 371
Other limited partnership interests..................... 13 12 (129)
Sale of subsidiaries.................................... 531 139 --
Other................................................... 71 23 (33)
------ ------ -----
2,629 1,018 458
Amounts allocable to:
Future policy benefit loss recognition.................. (300) (126) (203)
Deferred policy acquisition costs....................... (240) (70) (4)
Participating pension contracts......................... (68) (35) (20)
------ ------ -----
$2,021 $ 787 $ 231
====== ====== =====
</TABLE>
Realized investment gains have been reduced by (1) deferred policy
acquisition amortization to the extent that such amortization results from
realized investment gains and losses, (2) additions to future policy benefits
resulting from the need to establish additional liabilities due to the
recognition of investment gains, and (3) additions to participating
contractholder accounts
F-15
<PAGE> 232
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
when amounts equal to such investment gains and losses are credited to the
contractholders' accounts. This presentation may not be comparable to
presentations made by other insurers.
The components of net unrealized investment gains included in accumulated
other comprehensive income, were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Fixed maturities.................................... $ 4,809 $ 4,766 $ 2,226
Equity securities................................... 832 1,605 563
Other invested assets............................... 125 294 474
------- ------- -------
5,766 6,665 3,263
------- ------- -------
Amounts allocable to:
Future policy benefit loss recognition............ (2,248) (2,189) (1,219)
Deferred policy acquisition costs................. (902) (1,147) (420)
Participating pension contracts................... (212) (312) (9)
Deferred income taxes............................... (864) (1,119) (587)
------- ------- -------
(4,226) (4,767) (2,235)
------- ------- -------
$ 1,540 $ 1,898 $ 1,028
======= ======= =======
</TABLE>
The changes in net unrealized investment gains were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
---------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Balance at January 1.................................. $1,898 $1,028 $ 1,646
Unrealized investment gains (losses) during the
year.................................................. (899) 3,402 (2,493)
Unrealized investment (gains) losses relating to:
Future policy benefit loss recognition.............. (59) (970) 845
Deferred policy acquisition costs................... 245 (727) 328
Participating pension contracts..................... 100 (303) 341
Deferred income taxes................................. 255 (532) 361
------ ------ -------
Balance at December 31................................ $1,540 $1,898 $ 1,028
====== ====== =======
Net change in unrealized investment gains............. $ (358) $ 870 $ (618)
====== ====== =======
</TABLE>
F-16
<PAGE> 233
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FIXED MATURITIES AND EQUITY SECURITIES
Fixed maturities and equity securities at December 31, 1998 were as
follows:
<TABLE>
<CAPTION>
GROSS
COST OR UNREALIZED
AMORTIZED -------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
--------- ---- ---- ----------
<S> <C> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and
obligations of U. S. government
corporations and agencies........... $ 6,640 $1,117 $ 10 $ 7,747
States and political subdivisions..... 597 26 -- 623
Foreign governments................... 3,435 254 88 3,601
Corporate............................. 46,377 2,471 260 48,588
Mortgage and asset-backed
securities.......................... 26,456 569 46 26,979
Other................................. 12,438 1,069 293 13,214
------- ------ ---- --------
95,943 5,506 697 100,752
Redeemable preferred stocks........... 15 -- -- 15
------- ------ ---- --------
$95,958 $5,506 $697 $100,767
======= ====== ==== ========
Equity Securities:
Common stocks......................... $ 1,286 $ 923 $ 77 $ 2,132
Nonredeemable preferred stocks........ 222 4 18 208
------- ------ ---- --------
$ 1,508 $ 927 $ 95 $ 2,340
======= ====== ==== ========
</TABLE>
Fixed maturities and equity securities at December 31, 1997 were as
follows:
<TABLE>
<CAPTION>
GROSS
COST OR UNREALIZED
AMORTIZED -------------- ESTIMATED
COST GAIN LOSS FAIR VALUE
--------- ---- ---- ----------
<S> <C> <C> <C> <C>
Fixed Maturities:
Bonds:
U. S. Treasury securities and
obligations of U. S. government
corporations and agencies............ $ 8,708 $1,010 $ 2 $ 9,716
States and political subdivisions...... 486 22 -- 508
Foreign governments.................... 3,420 371 52 3,739
Corporate.............................. 41,012 2,337 291 43,058
Mortgage and asset-backed securities... 22,370 579 21 22,928
Other.................................. 11,374 929 134 12,169
------- ------ ---- -------
87,370 5,248 500 92,118
Redeemable preferred stocks............ 494 19 1 512
------- ------ ---- -------
$87,864 $5,267 $501 $92,630
======= ====== ==== =======
Equity Securities:
Common stocks.......................... $ 2,444 $1,716 $105 $ 4,055
Nonredeemable preferred stocks......... 201 5 11 195
------- ------ ---- -------
$ 2,645 $1,721 $116 $ 4,250
======= ====== ==== =======
</TABLE>
The Company held foreign currency derivatives with notional amounts of $716
and $408 to hedge the exchange rate risk associated with foreign bonds at
December 31, 1998 and 1997,
F-17
<PAGE> 234
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
respectively. The Company also held options with fair values of $(11) and $33 to
hedge the market value of common stocks at December 31, 1998 and 1997,
respectively.
At December 31, 1998, fixed maturities held by the Company that were below
investment grade or not rated by an independent rating agency totaled $8,289. At
December 31, 1998, non-income producing fixed maturities were insignificant.
The amortized cost and estimated fair value of bonds at December 31, 1998,
by contractual maturity date, are shown below:
<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
<S> <C> <C>
Due in one year or less..................................... $ 2,380 $ 2,462
Due after one year through five years....................... 17,062 17,527
Due after five years through ten years...................... 23,769 24,714
Due after ten years......................................... 26,276 29,070
------- --------
69,487 73,773
Mortgage and asset-backed securities........................ 26,456 26,979
------- --------
$95,943 $100,752
======= ========
</TABLE>
Fixed maturities not due at a single maturity date have been included in
the above table in the year of final maturity. Actual maturities may differ from
contractual maturities due to the exercise of prepayment options.
Sales of fixed maturities and equity securities were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Fixed maturities classified as available-for-sale:
Proceeds............................................ $43,828 $67,454 $67,239
Gross realized gains.............................. $ 928 $ 672 $ 1,067
Gross realized losses............................. $ 355 $ 558 $ 842
Fixed maturities classified as held-to-maturity:
Proceeds.......................................... $ -- $ 352 $ 1,281
Gross realized gains.............................. $ -- $ 5 $ 10
Gross realized losses............................. $ -- $ 1 $ 1
Equity securities:
Proceeds.......................................... $ 3,085 $ 1,821 $ 2,069
Gross realized gains.............................. $ 1,125 $ 293 $ 150
Gross realized losses............................. $ 131 $ 69 $ 49
</TABLE>
During 1997, fixed maturities with an amortized cost of $11,682 were
transferred from held-to-maturity to available-for-sale. Other comprehensive
income at the date of reclassification was increased by $198 excluding the
effects of deferred income taxes and policyholder related amounts.
Excluding investments in U.S. governments and agencies, the Company is not
exposed to any significant concentration of credit risk in its fixed maturities
portfolio.
F-18
<PAGE> 235
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SECURITIES LENDING PROGRAM
The Company participates in securities lending programs whereby large
blocks of securities, which are returnable to the Company on short notice and
included in investments, are loaned to third parties, primarily major brokerage
firms. The Company retains the market risk on securities loaned to third parties
and requires a minimum of 102% of the fair value of the loaned securities to be
separately maintained as collateral for the loans. Securities with a cost or
amortized cost of $4,005 and $6,068 and estimated fair value of $4,552 and
$6,653 were on loan under the program at December 31, 1998 and 1997,
respectively. The Company was liable for cash collateral under its control of
$3,769 at December 31, 1998. This liability is included in other liabilities.
Rebates of $266 were paid and accrued on the cash collateral for the year ended
December 31, 1998. The rebates paid and accrued during 1998 are included in
other operating costs and expenses. Security collateral on deposit with a
customer is returnable to the third parties on short notice and is not reflected
in the consolidated financial statements.
STATUTORY DEPOSITS
The Company had investment assets on deposit with regulatory agencies of
$466 and $4,695 as of December 31, 1998 and 1997, respectively.
MORTGAGE LOANS ON REAL ESTATE
Mortgage loans were categorized as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------------
1998 1997
------------------ ------------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
<S> <C> <C> <C> <C>
Commercial mortgage loans.................. $12,503 74% $14,945 73%
Agriculture mortgage loans................. 4,256 25% 3,753 18%
Residential mortgage loans................. 241 1% 272 1%
Other loans................................ -- -- 1,512 8%
------- --- ------- ---
17,000 100% 20,482 100%
=== ===
Less: Valuation allowances................. 173 289
------- -------
$16,827 $20,193
======= =======
</TABLE>
Mortgage loans on real estate are collateralized by properties primarily
located throughout the United States. At December 31, 1998, approximately 15%,
9% and 7% of the properties were located in California, New York and Florida,
respectively. Generally, the Company (as the lender) requires that a minimum of
one-fourth of the purchase price of the underlying real estate be paid by the
borrower.
Certain of the Company's real estate joint ventures have mortgage loans
with the Company. The carrying values of such mortgages were $606 and $725 at
December 31, 1998 and 1997, respectively.
F-19
<PAGE> 236
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Changes in mortgage loan valuation allowances were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Balance at January 1..................................... $ 289 $ 469 $ 491
Additions................................................ 40 61 144
Deductions for writedowns and dispositions............... (130) (241) (166)
Deductions for disposition of affiliates................. (26) -- --
----- ----- -----
Balance at December 31................................... $ 173 $ 289 $ 469
===== ===== =====
</TABLE>
A portion of the Company's mortgage loans on real estate was impaired and
consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1998 1997
---- ----
<S> <C> <C>
Impaired mortgage loans with valuation allowances........... $ 823 $1,231
Impaired mortgage loans without valuation allowances........ 375 306
------ ------
1,198 1,537
Less: Valuation allowances.................................. 149 250
------ ------
$1,049 $1,287
====== ======
</TABLE>
The average recorded investment in impaired mortgage loans on real estate
was $1,282, $1,680 and $2,113 for the years ended December 31, 1998, 1997 and
1996, respectively. Interest income on impaired mortgages was $109, $110 and
$119 for the years ended December 31, 1998, 1997 and 1996, respectively.
Restructured mortgage loans on real estate were $1,036 and $1,207 at
December 31, 1998 and 1997, respectively. Interest income of $74, $91 and $135
was recognized on restructured loans for the years ended December 31, 1998, 1997
and 1996, respectively. Gross interest income that would have been recorded in
accordance with the original terms of such loans amounted to $87, $116 and $198
for the years ended December 31, 1998, 1997 and 1996, respectively.
Mortgage loans on real estate with scheduled payments of 60 days (90 days
for agriculture mortgages) or more past due or in foreclosure had an amortized
cost of $65 and $255 as of December 31, 1998 and 1997, respectively.
F-20
<PAGE> 237
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
REAL ESTATE AND REAL ESTATE JOINT VENTURES
Real estate and real estate joint ventures consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1998 1997
---- ----
<S> <C> <C>
Real estate and real estate joint ventures
held-for-investment....................................... $6,301 $6,731
Impairments................................................. (408) (407)
------ ------
5,893 6,324
------ ------
Real estate and real estate joint ventures held-for-sale.... 546 915
Impairments................................................. (119) (49)
Valuation allowance......................................... (33) (110)
------ ------
394 756
------ ------
$6,287 $7,080
====== ======
</TABLE>
Accumulated depreciation on real estate was $2,065 and $2,030 at December
31, 1998 and 1997, respectively. Related depreciation expense was $282, $338 and
$348 for the years ended December 31, 1998, 1997 and 1996, respectively.
Real estate and real estate joint ventures were categorized as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------
1998 1997
----------------- -----------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
<S> <C> <C> <C> <C>
Office........................................ $4,265 68% $4,730 67%
Retail........................................ 640 10% 804 11%
Apartments.................................... 418 7% 406 6%
Land.......................................... 313 5% 346 5%
Agriculture................................... 195 3% 214 3%
Other......................................... 456 7% 580 8%
------ --- ------ ---
$6,287 100% $7,080 100%
====== === ====== ===
</TABLE>
The Company's real estate holdings are primarily located throughout the
United States. At December 31, 1998, approximately 23%, 23% and 12% of the
Company's real estate holdings were located in New York, California and Texas,
respectively.
Changes in real estate and real estate joint ventures held-for-sale
valuation allowance were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Balance at January 1...................................... $110 $ 661 $ 924
Additions charged (credited) to operations................ (5) (76) 127
Deductions for writedowns and dispositions................ (72) (475) (390)
---- ----- -----
Balance at December 31.................................... $ 33 $ 110 $ 661
==== ===== =====
</TABLE>
F-21
<PAGE> 238
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Investment income (expense) relating to impaired real estate and real
estate joint ventures held-for-investment was $105, $28 and $(10) for the years
ended December 31, 1998, 1997 and 1996, respectively. Investment income relating
to real estate and real estate joint ventures held-for-sale was $3, $11 and $70
for the years ended December 31, 1998, 1997 and 1996, respectively. The carrying
value of non-income producing real estate and real estate joint ventures was
insignificant at December 31, 1998 and 1997, respectively.
The Company owned real estate acquired in satisfaction of debt of $154 and
$218 at December 31, 1998 and 1997, respectively.
DIRECT FINANCING AND LEVERAGED LEASES
Direct financing and leveraged leases, included in other invested assets,
consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------
DIRECT FINANCING LEVERAGED
LEASES LEASES TOTAL
----------------- --------------- ---------------
1998 1997 1998 1997 1998 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Investment.................... $ -- $1,137 $1,067 $ 851 $1,067 $1,988
Estimated residual values..... -- 183 607 641 607 824
------ ------ ------ ------ ------ ------
-- 1,320 1,674 1,492 1,674 2,812
Unearned income............... -- (261) (471) (428) (471) (689)
------ ------ ------ ------ ------ ------
Net investment................ $ -- $1,059 $1,203 $1,064 $1,203 $2,123
====== ====== ====== ====== ====== ======
</TABLE>
The investment amounts set forth above are generally due in monthly
installments. The payment periods generally range from three to eight years, but
in certain circumstances are as long as twenty years. Average yields range from
7% to 12%. These receivables are generally collateralized by the related
property.
F-22
<PAGE> 239
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3. DERIVATIVE INSTRUMENTS
The table below provides a summary of the carrying value, notional amount
and current market or fair value of derivative financial instruments (other than
equity options) held at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
------------------------------------------ ------------------------------------------
CURRENT MARKET CURRENT MARKET
OR FAIR VALUE OR FAIR VALUE
CARRYING NOTIONAL -------------------- CARRYING NOTIONAL --------------------
VALUE AMOUNT ASSETS LIABILITIES VALUE AMOUNT ASSETS LIABILITIES
-------- -------- ------ ----------- -------- -------- ------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Financial futures.... $ 3 $ 2,190 $ 8 $ 6 $ 10 $2,262 $17 $ 7
Foreign exchange
contracts............ -- 136 -- 2 -- 150 2 --
Interest rate
swaps.............. (9) 1,621 17 50 (11) 1,464 9 28
Foreign currency
swaps.............. (1) 580 3 62 -- 258 3 30
Caps................. -- 8,391 -- -- -- 1,545 13 --
Options (fixed
income)............ -- -- -- -- 2 275 -- 2
--- ------- --- ---- ---- ------ --- ---
Total contractual
commitments........ $(7) $12,918 $28 $120 $ 1 $5,954 $44 $67
=== ======= === ==== ==== ====== === ===
</TABLE>
The following is a reconciliation of the notional amounts by derivative
type and strategy as of December 31, 1998 and 1997:
<TABLE>
<CAPTION>
DECEMBER 31, 1997 TERMINATIONS/ DECEMBER 31, 1998
NOTIONAL AMOUNT ADDITIONS MATURITIES NOTIONAL AMOUNT
----------------- --------- ------------- -----------------
<S> <C> <C> <C> <C>
BY DERIVATIVE TYPE
Financial futures................ $2,262 $25,073 $(25,145) $ 2,190
Foreign exchange contracts....... 150 1,231 (1,245) 136
Interest rate swaps.............. 1,464 788 (631) 1,621
Foreign currency swaps........... 258 386 (64) 580
Caps............................. 1,545 8,250 (1,404) 8,391
Options (fixed income)........... 275 -- (275) --
------ ------- -------- -------
Total contractual commitments.... $5,954 $35,728 $(28,764) $12,918
====== ======= ======== =======
BY STRATEGY
Liability hedging................ $1,860 $ 8,419 $ (1,538) $ 8,741
Invested asset hedging........... 817 1,666 (1,619) 864
Portfolio hedging................ 2,787 25,643 (25,600) 2,830
Anticipated transaction
hedging........................ 490 -- (7) 483
------ ------- -------- -------
Total contractual commitments.... $5,954 $35,728 $(28,764) $12,918
====== ======= ======== =======
</TABLE>
F-23
<PAGE> 240
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table presents the notional amounts of derivative financial
instruments by maturity at December 31, 1998:
<TABLE>
<CAPTION>
REMAINING LIFE
-------------------------------------------------------------------
ONE YEAR AFTER ONE YEAR AFTER FIVE YEARS
OR LESS THROUGH FIVE YEARS THROUGH TEN YEARS AFTER TEN YEARS TOTAL
-------- ------------------ ----------------- --------------- -----
<S> <C> <C> <C> <C> <C>
Financial futures..... $2,190 $ -- $ -- $ -- $ 2,190
Foreign exchange
contracts............. 136 -- -- -- 136
Interest rate swaps... 470 774 162 215 1,621
Foreign currency
swaps............... 39 182 343 16 580
Caps.................. 1,875 6,496 20 -- 8,391
------ ------ ---- ---- -------
Total contractual
commitments......... $4,710 $7,452 $525 $231 $12,918
====== ====== ==== ==== =======
</TABLE>
In addition to the derivative instruments above, the Company uses equity
option contracts as invested asset hedges. There were ninety-two thousand and
seven million equity option contracts outstanding with carrying values of $(11)
and $27 and market values of $(11) and $33, as of December 31, 1998 and 1997,
respectively. The outstanding contracts have a remaining life of one year or
less as of December 31, 1998.
4. REINSURANCE
The Company assumes and cedes insurance with other insurance companies. The
Company continually evaluates the financial condition of its reinsurers and
monitors concentration of credit risk in an effort to minimize its exposure to
significant losses from reinsurer insolvencies. The Company is contingently
liable with respect to ceded reinsurance should any reinsurer be unable to meet
its obligations under these agreements. The amounts in the consolidated
statements of income are presented net of reinsurance ceded.
The Company's life insurance operations participate in reinsurance in order
to limit losses, minimize exposure to large risks and to provide additional
capacity for future growth. The Company's retention limit on single and joint
survivorship policies is $25 and $30, respectively.
During 1998, the Company began reinsuring, under yearly renewal term
policies, 90 percent of the mortality risk on universal life policies issued
after 1983. The Company also reinsures 90 percent of the mortality risk on term
life insurance policies issued after 1995 under yearly renewal term policies and
coinsures 100 percent of the mortality risk in excess of $25 and $35,
respectively, on single and joint survivorship policies.
During 1997, the Company obtained a 100 percent coinsurance policy to
provide coverage for contractual payments generated by certain portions of the
Company's non-life contingency long-term guaranteed interest contracts and
structured settlement lump sum contracts issued during the periods 1991 through
1993. The policy was amended in 1998 to include structured settlement lump sum
payments issued during the period 1983 through 1990, 1994 and 1995. Reinsurance
recoverables under the contract, which has been accounted for as a financing
transaction, were $1,374 and $505 at December 31, 1998 and 1997, respectively.
See Note 9 for information regarding certain excess of loss reinsurance
agreements providing coverage for risks associated primarily with sales
practices claims.
F-24
<PAGE> 241
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company has exposure to catastrophes, which are an inherent risk of the
property and casualty insurance business and could contribute to material
fluctuations in the Company's results of operations. The Company uses excess of
loss and quota share reinsurance arrangements to diversify its risk portfolio.
The effects of reinsurance were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Direct premiums..................................... $12,763 $12,728 $12,452
Reinsurance assumed................................. 409 360 508
Reinsurance ceded................................... (1,669) (1,810) (1,615)
------- ------- -------
Net premiums........................................ $11,503 $11,278 $11,345
======= ======= =======
Reinsurance recoveries netted against policyholder
benefits.......................................... $ 1,751 $ 1,648 $ 1,667
======= ======= =======
</TABLE>
Reinsurance recoverables, included in other receivables, were $2,956 and
$1,511 at December 31, 1998 and 1997, respectively. Reinsurance and ceded
commissions payables, included in other liabilities, were $105 and $158 at
December 31, 1998 and 1997, respectively.
The following provides an analysis of the activity in the liability for
benefits relating to property and casualty and group accident and non-medical
health policies and contracts:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Balance at January 1................................ $ 3,655 $ 3,345 $ 3,296
Reinsurance recoverables............................ (229) (215) (214)
------- ------- -------
Net balance at January 1............................ 3,426 3,130 3,082
------- ------- -------
Incurred related to:
Current year...................................... 2,726 2,855 2,951
Prior years....................................... (245) 88 (114)
------- ------- -------
2,481 2,943 2,837
------- ------- -------
Paid related to:
Current year........................................ (1,967) (1,832) (1,998)
Prior years......................................... (853) (815) (791)
------- ------- -------
(2,820) (2,647) (2,789)
------- ------- -------
Balance at December 31.............................. 3,087 3,426 3,130
Add: Reinsurance recoverables....................... 233 229 215
------- ------- -------
Balance at December 31.............................. $ 3,320 $ 3,655 $ 3,345
======= ======= =======
</TABLE>
F-25
<PAGE> 242
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. INCOME TAXES
The provision for income taxes was as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Current:
Federal.................................................... $ 821 $424 $346
State and local.......................................... 60 10 25
Foreign.................................................. 99 26 27
----- ---- ----
980 460 398
----- ---- ----
Deferred:
Federal.................................................. (178) (26) 66
State and local.......................................... (8) 9 6
Foreign.................................................. (54) 25 12
----- ---- ----
(240) 8 84
----- ---- ----
Provision for income taxes................................. $ 740 $468 $482
===== ==== ====
</TABLE>
Reconciliations of the income tax provision at the U.S. statutory rate to
the provision for income taxes as reported were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Tax provision at U.S. statutory rate...................... $730 $585 $492
Tax effect of:
Tax exempt investment income............................ (40) (30) (18)
Goodwill................................................ 5 9 --
Surplus tax............................................. 18 (40) 38
State and local income taxes............................ 31 15 23
Foreign operations...................................... 12 7 (7)
Tax credits............................................. (25) (15) (15)
Prior year taxes........................................ 4 (2) (46)
Sale of subsidiaries.................................... (19) (41) --
Other, net.............................................. 24 (20) 15
---- ---- ----
Provision for income taxes................................ $740 $468 $482
==== ==== ====
</TABLE>
Deferred income taxes represent the tax effect of the differences between
the book and tax basis of assets and liabilities. Net deferred income tax
liabilities consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1998 1997
---- ----
<S> <C> <C>
Deferred income tax assets:
Policyholder liabilities and receivables.................... $3,239 $3,174
Net operating losses...................................... 22 33
Employee benefits......................................... 174 187
Litigation related........................................ 441 162
Other..................................................... 158 223
------ ------
4,034 3,779
Less: Valuation allowance................................. 21 24
------ ------
4,013 3,755
------ ------
</TABLE>
F-26
<PAGE> 243
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1998 1997
---- ----
<S> <C> <C>
Deferred income tax liabilities:
Investments............................................... 1,417 1,118
Deferred policy acquisition costs......................... 1,774 1,890
Net unrealized investment gains........................... 864 1,119
Other..................................................... 18 100
------ ------
4,073 4,227
------ ------
Net deferred income tax liability........................... $ (60) $ (472)
====== ======
</TABLE>
Foreign net operating loss carryforwards generated a deferred income tax
benefit of $21. The Company has recorded a valuation allowance related to these
tax benefits. The valuation allowance reflects management's assessment, based on
available information, that it is more likely than not that the deferred income
tax asset for foreign net operating loss carryforwards will not be realized. The
benefit will be recognized when management believes that it is more likely than
not that the portion of the deferred income tax asset is realizable.
The sources of deferred income tax expense (benefit) and their tax effects
were as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Policyholder liabilities and receivables................... $ (65) $(93) $ 27
Net operating losses....................................... 11 5 (19)
Investments................................................ 230 245 (6)
Deferred policy acquisition costs.......................... (116) (51) 55
Employee benefits.......................................... 13 (40) (4)
Litigation related......................................... (279) (66) (24)
Change in valuation allowances............................. (3) 10 4
Other...................................................... (31) (2) 51
----- ---- ----
$(240) $ 8 $ 84
===== ==== ====
</TABLE>
The Company has been audited by the Internal Revenue Service for the years
through and including 1993. The Company is being audited for the years 1994,
1995 and 1996. The Company believes that any adjustments that might be required
for open years will not have a material effect on the Company's consolidated
financial statements.
6. EMPLOYEE BENEFIT PLANS
PENSION BENEFIT AND OTHER BENEFIT PLANS
The Company is both the sponsor and administrator of defined benefit
pension plans covering all eligible employees and sales representatives of
MetLife and certain of its subsidiaries. Retirement benefits are based upon
years of credited service and final average earnings history.
The Company also provides certain postretirement health care and life
insurance benefits for retired employees through insurance contracts.
Substantially all of the Company's employees may, in accordance with the plans
applicable to such benefits, become eligible for these benefits if they attain
retirement age, with sufficient service, while working for the Company.
F-27
<PAGE> 244
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------
PENSION BENEFITS OTHER BENEFITS
---------------- ----------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Change in projected benefit obligation:
Projected benefit obligation at beginning of year.... $3,523 $3,268 $1,763 $1,773
Service cost....................................... 88 73 31 30
Interest cost...................................... 254 244 114 122
Actuarial gain..................................... 205 160 (74) (57)
Divestitures, curtailments and terminations........ 24 (9) (13) 2
Change in benefits................................. 12 6 -- (2)
Benefits paid........................................ (245) (219) (113) (105)
------ ------ ------ ------
Projected benefit obligation at end of year.......... 3,861 3,523 1,708 1,763
------ ------ ------ ------
Change in plan assets:
Contract value of plan assets at beginning of year... 3,982 3,628 1,004 897
Actual return on plan assets....................... 671 566 171 128
Employer contribution.............................. 15 7 61 84
Benefits paid...................................... (245) (219) (113) (105)
Other payments..................................... (100) -- -- --
------ ------ ------ ------
Contract value of plan assets at end of year......... 4,323 3,982 1,123 1,004
------ ------ ------ ------
Over (under) funded.................................. 462 459 (585) (759)
------ ------ ------ ------
Unrecognized net asset at transition................. (95) (140) -- --
Unrecognized net actuarial gains..................... (81) (109) (322) (171)
Unrecognized prior service cost...................... 144 150 (3) (2)
------ ------ ------ ------
Prepaid (accrued) benefit cost....................... $ 430 $ 360 $ (910) $ (932)
====== ====== ====== ======
Qualified plan prepaid pension cost.................. $ 546 $ 516 $ -- $ --
Non-qualified plan accrued pension cost.............. (116) (156) -- --
------ ------ ------ ------
Prepaid benefit cost................................. $ 430 $ 360 $ -- $ --
====== ====== ====== ======
</TABLE>
The aggregate projected benefit obligation and aggregate contract value of
plan assets for the pension plans were as follows:
<TABLE>
<CAPTION>
NON-QUALIFIED
QUALIFIED PLAN PLAN TOTAL
--------------- ------------- ---------------
1998 1997 1998 1997 1998 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Aggregate projected benefit
obligation........................ $3,638 $3,170 $ 223 $ 353 $3,861 $3,523
Aggregate contract value of plan
assets (principally Company
contracts).......................... 4,323 3,831 -- 151 4,323 3,982
------ ------ ----- ----- ------ ------
Over (under) funded................. $ 685 $ 661 $(223) $(202) $ 462 $ 459
====== ====== ===== ===== ====== ======
</TABLE>
F-28
<PAGE> 245
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The assumptions used in determining the aggregate projected benefit
obligation and aggregate contract value for the pension and other benefits were
as follows:
<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
----------------------- ----------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average assumptions as
of December 31,
Discount rate.................... 7%-7.25% 7.25%-7.75% 7% 7.25%-7.75%
Expected return on plan assets... 8.5% 8.75% 7.25%-9% 8.75%
Rate of compensation increase.... 4.5%-8.5% 4.5%-8.5% n/a n/a
</TABLE>
The assumed health care cost trend rate used in measuring the accumulated
nonpension postretirement benefit obligation was 6.5% per year for pre-Medicare
eligible claims and 6% for Medicare eligible claims in 1998. The assumed health
care cost trend rate used in measuring the accumulated nonpension postretirement
benefit obligation was generally 9% in 1997, gradually decreasing to 5.25% over
5 years.
Assumed health care cost trend rates may have a significant effect on the
amounts reported for health care plans. A one-percentage point change in assumed
health care cost trend rates would have the following effects:
<TABLE>
<CAPTION>
ONE PERCENT ONE PERCENT
INCREASE DECREASE
----------- -----------
<S> <C> <C>
Effect on total of service and interest cost components.... $ 16 $ 18
Effect on accumulated postretirement benefit obligation.... $124 $183
</TABLE>
The components of periodic benefit costs were as follows:
<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
--------------------- ------------------
1998 1997 1996 1998 1997 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Service cost............................. $ 88 $ 73 $ 77 $ 31 $ 30 $ 41
Interest cost............................ 254 244 232 114 122 127
Expected return on plan assets........... (330) (318) (273) (79) (66) (58)
Amortization of prior actuarial (gain)
loss................................... (11) (5) (12) (12) (4) 2
Curtailment (credit) cost................ (10) -- -- 4 -- --
----- ----- ----- ---- ---- ----
Net periodic benefit cost (credit)....... $ (9) $ (6) $ 24 $ 58 $ 82 $112
===== ===== ===== ==== ==== ====
</TABLE>
SAVINGS AND INVESTMENT PLANS
The Company sponsors savings and investment plans for substantially all
employees under which the Company matches a portion of employee contributions.
The Company contributed $43, $44 and $42 for the years ended December 31, 1998,
1997 and 1996, respectively.
7. LEASES
In accordance with industry practice, certain of the Company's income from
lease agreements with retail tenants is contingent upon the level of the
tenants' sales revenues. Additionally, the Company, as lessee, has entered into
various lease and sublease agreements
F-29
<PAGE> 246
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
for office space, data processing and other equipment. Future minimum rental and
subrental income, and minimum gross rental payments relating to these lease
agreements were as follows:
<TABLE>
<CAPTION>
GROSS
RENTAL SUBLEASE RENTAL
INCOME INCOME PAYMENTS
------ -------- --------
<S> <C> <C> <C>
1999................................................. $1,213 $10 $126
2000................................................. 1,150 11 109
2001................................................. 1,052 11 94
2002................................................. 942 10 72
2003................................................. 787 9 51
Thereafter........................................... 2,636 35 242
</TABLE>
8. DEBT
Debt consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------
1998 1997
---- ----
<S> <C> <C>
MetLife:
6.300% surplus notes due 2003............................... $ 397 $ 397
7.000% surplus notes due 2005............................. 249 249
7.700% surplus notes due 2015............................. 198 198
7.450% surplus notes due 2023............................. 296 296
7.875% surplus notes due 2024............................. 148 148
7.800% surplus notes due 2025............................. 248 248
Other....................................................... 207 436
------ ------
1,743 1,972
------ ------
Investment Related:
Floating rate debt, interest based on LIBOR, due 1999..... 212 374
Exchangeable debt, interest rates ranging from 4.90% to
5.80%, due 2001 and 2002............................... 371 --
------ ------
583 374
------ ------
Total MetLife............................................... 2,326 2,346
------ ------
Nvest:
7.060% senior notes due 2003.............................. 110 110
7.290% senior notes due 2007.............................. 160 160
------ ------
270 270
------ ------
Other Affiliated Companies:
Fixed rate notes, interest rates ranging from 6.96% to
8.51%, maturity dates ranging from 1999 to 2008........ 179 --
Floating rate notes, interest based on LIBOR plus
factors................................................ -- 146
Other..................................................... 128 122
------ ------
307 268
------ ------
Total long-term debt........................................ 2,903 2,884
Total short-term debt....................................... 3,585 4,587
------ ------
$6,488 $7,471
====== ======
</TABLE>
F-30
<PAGE> 247
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Short-term debt consisted of commercial paper with a weighted average
interest rate of 5.31% and 5.75% and a weighted average maturity of 44 and 71
days as of December 31, 1998 and 1997, respectively.
The Company maintains an unsecured credit facility of $2,000 (five-year
facility of $1,000 expiring in April 2003; 364-day facility of $1,000) under
which bank loans and other short-term debt are drawn. This facility, which bears
interest at LIBOR plus 20 basis points, is maintained for general corporate
purposes and to provide additional support to the Company's commercial paper
program. At December 31, 1998 there were no outstanding borrowings under the
facility.
Payments of interest and principal on the surplus notes, subordinated to
all other indebtedness, may be made only with the prior approval of the
Superintendent. Subject to the prior approval of the Superintendent, the 7.45%
surplus notes may be redeemed, in whole or in part, at the election of the
Company at any time on or after November 1, 2003.
Each issue of investment related debt is payable in cash or by delivery of
an underlying security owned by the Company. The amount payable at maturity of
the debt is greater than the principal of the debt if the market value of the
underlying security appreciates above certain levels at the date of debt
repayment as compared to the market value of the underlying security at the date
of debt issuance.
The aggregate maturities of long-term debt are $413 in 1999, $45 in 2000,
$191 in 2001, $221 in 2002, $527 in 2003 and $1,518 thereafter.
Interest expense related to the Company's outstanding indebtedness was
$333, $344 and $311, for the years ended December 31, 1998, 1997 and 1996,
respectively.
9. COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company and certain of its subsidiaries are currently defendants in
approximately 400 lawsuits, including over 40 putative or certified class action
lawsuits, raising allegations of improper marketing and sales of individual life
insurance policies or annuities ("sales practices claims"). Two of these
putative class actions are filed in Canada and the remainder are filed in the
United States. These cases are brought by or on behalf of policyholders and
others and allege, among other claims, that individual life insurance policies
were improperly sold in replacement transactions or with inadequate or
inaccurate disclosure concerning the period for which premiums would be payable,
or were misleadingly sold as savings or retirement plans. The classes proposed
in the pending class actions are defined broadly enough, in the aggregate, to
include a substantial number of active and lapsed policyholders who purchased
individual life insurance policies and annuity contracts and certificates from
the Company or certain of its subsidiaries during the 1980s and 1990s. In
California, Ohio and West Virginia, courts have certified or deemed certifiable
classes on behalf of policyholders in those states who allegedly did not receive
proper notice of replacement. A Federal Court in Massachusetts has certified a
mandatory class involving certain former policyholders of New England Mutual
Life Insurance Company which merged into the Company in 1996. The United States
Court of Appeals remanded the case to the trial court for further consideration.
A number of the sales practices claims pending in Federal courts have been
consolidated as a multidistrict proceeding for pre-trial purposes in the United
States District Court for the Western District of Pennsylvania and, as to former
New England Mutual Life Insurance Company policyholders, in the United States
District Court in Massachusetts. In another case, a New York Federal court has
certified or conditionally certified some subclasses of purchasers of the
Company's policies and annuity contracts outside
F-31
<PAGE> 248
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
the United States and Canada. In the past, the Company has resolved some of the
individual lawsuits through settlement, dispositive motion or, in a few
instances, trial. Most of the current cases seek substantial damages, including
in some cases punitive and treble damages and attorneys' fees. Additional
litigation relating to the Company's marketing and sales of individual life
insurance may be commenced in the future.
Regulatory authorities in a small number of states, including both
insurance departments and attorneys general, have ongoing investigations of the
Company's sales of individual life insurance policies or annuities, including
investigations of alleged improper replacement transactions and alleged improper
sales of insurance with inaccurate or inadequate disclosures as to the period
for which premiums would be payable. Over the past several years, a number of
investigations by other regulatory authorities have been resolved by the Company
for monetary payments and certain other relief, and may continue to do so in the
future.
The Company is also a defendant in numerous lawsuits seeking compensatory
and punitive damages for personal injuries allegedly caused by exposure to
asbestos or asbestos-containing products. The Company has never engaged in the
business of manufacturing, producing, distributing or selling asbestos or
asbestos-containing products. Rather, these lawsuits, currently numbering in the
thousands, have principally been based upon allegations relating to certain
research, publication and other activities of one or more of the Company's
employees during the period from the 1920s through approximately the 1950s and
alleging that the Company learned or should have learned of certain health risks
posed by asbestos and, among other things, improperly publicized or failed to
disclose those health risks. Legal theories asserted against the Company have
included negligence, intentional tort claims and conspiracy claims concerning
the health risks associated with asbestos. While the Company believes it has
meritorious defenses to these claims, and has not suffered any adverse judgments
in respect thereof, most of the cases have been resolved by settlements. The
Company intends to continue to exercise its best judgment regarding settlement
or defense of such cases. The number of such cases that may be brought or the
aggregate amount of any liability that the Company may ultimately incur is
uncertain. Significant portions of amounts paid in settlement of such cases have
been funded with proceeds from a previously resolved dispute with its primary,
umbrella and first level excess liability insurance carriers. The Company is
presently in litigation with several of its excess liability insurers regarding
amounts payable under the Company's policies with respect to coverage for these
claims.
The Company believes that the claims and the amount of damages asserted in
the aforementioned sales practices and asbestos personal injury litigations are
without merit, and it intends to continue to defend its interests vigorously.
The Company has recorded, in other expenses, charges of $1,895, $300 and
$162 in 1998, 1997, and 1996, respectively, for sales practices claims and
claims for personal injuries caused by exposure to asbestos or
asbestos-containing products. The 1998 charge of $1,895 was comprised of $925
and $970 for sales practices claims and asbestos-related claims, respectively.
During 1998, the Company paid $1,407 of premiums for excess of loss reinsurance
and insurance policies and agreements, consisting of $529 for the excess of loss
reinsurance agreements for sales practices claims and excess mortality losses
and $878 for the excess insurance policies for asbestos-related claims.
The Company obtained the excess of loss reinsurance agreements to provide
reinsurance with respect to sales practices claims and for certain mortality
losses in 1999. These reinsurance agreements have a maximum aggregate limit of
$650, with a maximum sublimit of $550 for losses for sales practices claims.
This coverage is in excess of an aggregate self-insured retention of $385 with
respect to sales practices and $506, plus the Company's statutory policy
F-32
<PAGE> 249
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
reserves released upon the death of insureds, with respect to life mortality
losses. The maximum sublimit of $550 million for losses for sales practices
claims was within a range of losses that management believed was reasonably
possible at December 31, 1998. Each excess of loss reinsurance agreement for
sales practices claims and mortality losses contains an experience fund, which
provides for payments to the Company at the commutation date if experience is
favorable at such date. The Company accounts for the aggregate excess of loss
reinsurance agreements as reinsurance; however, if deposit accounting were
applied, the effect on the Company's consolidated financial statements in 1998,
and in 1999 and 2000, would not be significant. Under reinsurance accounting,
the excess of the liability recorded for sales practices losses recoverable
under the agreements of $540 million (representing the $925 million charge in
1998 less the $385 million retention under the agreements) over the premium paid
of $529 million results in a deferred gain of $11 million which is being
amortized into income over the settlement period from January 1999 through April
2000. Under deposit accounting, the premium would be recorded as an other asset
rather than as an expense, and the reinsurance loss recoverable and the deferred
gain would not have been recorded. Because the agreements also contain an
experience fund which increases with the passage of time, the increase in the
experience fund in 1999 and 2000 under deposit accounting would be recognized as
interest income in an amount approximately equal to the deferred gain that will
be amortized into income under reinsurance accounting.
The excess insurance policies for asbestos-related claims provide for
recovery of losses of up to $1,500, which is in excess of a $400 self-insured
retention ($878 of which was recorded as a recoverable at December 31, 1998).
The asbestos-related policies are also subject to annual and per-claim
sublimits. Amounts are recoverable under the policies annually with respect to
claims paid during the prior calendar year. Although amounts paid in any given
year that are recoverable under the policies will be reflected as a reduction in
our operating cash flows for that year, management believes that the payments
will not have a material adverse effect on the Company's liquidity. Each
asbestos-related policy contains an experience fund and a reference fund, which
provides for payments to the Company at the commutation date if experience under
the policy to such date has been favorable, or pro rata reductions from time to
time in the loss reimbursements to the Company if the cumulative return on the
reference fund is less than the return specified in the experience fund.
Management believes adequate provisions have been made for all probable
losses for sales practices and asbestos-related claims, including unasserted
asbestos-related claims that are probable of assertion. Amounts recoverable
under related insurance policies and reinsurance agreements have been recorded
in the Company's consolidated financial statements.
Various litigation, claims and assessments against the Company, in addition
to the aforementioned and those otherwise provided for in the Company's
consolidated financial statements, have arisen in the course of the Company's
business, including in connection with its activities as an insurer, employer,
investor, investment adviser and taxpayer. Further, state insurance regulatory
authorities and other Federal and state authorities regularly make inquiries and
conduct investigations concerning the Company's compliance with applicable
insurance and other laws and regulations.
In certain of the matters referred to above, very large and/or
indeterminate amounts, including punitive and treble damages, are sought. While
it is not feasible to predict or determine the ultimate outcome of all pending
investigations and legal proceedings or provide reasonable ranges of potential
losses, it is the opinion of the Company's management that their outcomes, after
consideration of available insurance and reinsurance and the provisions made in
the
F-33
<PAGE> 250
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Company's consolidated financial statements, are not likely to have a material
adverse effect on the Company's consolidated financial position. However, given
the large and/or indeterminate amounts sought in certain of these matters and
the inherent unpredictability of litigation, it is possible that an adverse
outcome in certain matters could, from time to time, have a material adverse
effect on the Company's operating results or cash flows in particular quarterly
or annual periods.
TRANSFERRED CANADIAN POLICIES
In July 1998, the Company sold a substantial portion of its Canadian
operations. As part of the sale, the Company made a commitment in obtaining
Canadian regulatory approval of the sale that if the Company were to demutualize
that its Canadian branch would make cash payments to those who are, or are
deemed to be, holders of transferred Canadian policies on the date the board of
directors of the Company approves a plan of demutualization. The payment to
these transferred policyholders, which will be recorded in other expenses in the
same period as the effective date of the plan, will be determined in a manner
that is consistent with the treatment of, and fair and equitable to, the
policyholders of the Company that will be eligible to receive compensation in
connection with such demutualization. The amount of the payment is dependent
upon the initial public offering price of common stock to be issued at the
effective date of demutualization.
YEAR 2000
The Year 2000 issue is the result of the widespread use of computer
programs written using two digits (rather than four) to define the applicable
year. Such programming was a common industry practice designed to avoid the
significant costs associated with additional mainframe capacity necessary to
accommodate a four-digit year field. As a result, any of the Company's computer
systems that have time-sensitive software may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in major system failures
or miscalculations. The Company has conducted a comprehensive review of its
computer systems to identify the systems that could be affected by the Year 2000
issue and has developed and implemented a plan to resolve the issue. The Company
currently believes that, with modifications to existing software and converting
to new software, the Year 2000 issue will not pose significant operational
problems for the Company's computer systems. However, if such modifications and
conversions are not completed on a timely basis, the Year 2000 issue may have a
material impact on the operations of the Company. Furthermore, even if the
Company completes such modifications and conversions on a timely basis, there
can be no assurance that the failure by vendors or other third parties to solve
the Year 2000 issue will not have a material impact on the operations of the
Company. The Company estimates the total cost to resolve its Year 2000 problem
to be approximately $210 (unaudited) of which approximately $149 has been
incurred through December 31, 1998.
GUARANTY FUNDS
Under insurance guaranty fund laws in each state, the District of Columbia
and Puerto Rico, insurers licensed to do business can be assessed by state
insurance guaranty associations for certain obligations of insolvent insurance
companies to policyholders and claimants. Recent regulatory actions against
certain large life insurers encountering financial difficulty have prompted
various state insurance guaranty associations to begin assessing life insurance
companies for the deemed losses. Most of these laws do provide, however, that an
assessment may be excused or deferred if it would threaten an insurer's solvency
and further provide annual limits on such assessments. A large part of the
assessments paid by the Company pursuant to
F-34
<PAGE> 251
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
these laws may be used as credits for a portion of the Company's premium taxes.
The Company paid guaranty fund assessments of $35, $23 and $25 in 1998, 1997 and
1996, respectively, of which $24, $20 and $19 were estimated to be credited
against future premium taxes.
10. OTHER EXPENSES
Other expenses were comprised of the following:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Compensation........................................ $ 2,478 $ 2,072 $ 1,813
Commissions......................................... 902 766 722
Interest and debt issue costs....................... 379 453 311
Amortization of policy acquisition costs (excludes
amortization of $240, $70 and $4, respectively,
related to net realized investment gains)......... 587 771 633
Capitalization of policy acquisition costs.......... (1,025) (1,000) (1,028)
Rent, net of sublease............................... 155 179 183
Minority interest................................... 67 56 30
Restructuring charge................................ 81 -- --
Other............................................... 4,494 2,637 2,091
------- ------- -------
$ 8,118 $ 5,934 $ 4,755
======= ======= =======
</TABLE>
11. DISCONTINUED OPERATIONS
The 1996 loss from discontinued operations resulted from the finalization
of the transfer of certain group medical contracts in connection with the
Company's disposal of its group medical benefits business during 1995. The
components of discontinued operations for the year ended December 31, 1996 were
as follows:
<TABLE>
<S> <C>
Loss from discontinued operations, net of income tax benefit
of $18.................................................... $52
Loss on disposal of discontinued operations, net of income
tax benefit
of $11...................................................... 19
---
Loss from discontinued operations........................... $71
===
</TABLE>
12. CONSOLIDATED CASH FLOW INFORMATION
During 1998, the Company sold MetLife Capital Holdings, Inc. (a commercial
financing company) and a substantial portion of its Canadian and Mexican
insurance operations, which resulted in realized investment gains of $531.
During 1997, the Company sold its United Kingdom insurance operations, which
resulted in a realized investment gain of $139. Such sales caused a reduction in
assets by $10,663 and $4,342 and liabilities by $3,691 and $4,207 in 1998 and
1997, respectively.
In 1997, the Company also acquired assets of $3,777 and assumed liabilities
of $3,347, through the acquisition of certain insurance and noninsurance
companies. The aggregate purchase prices were allocated to the assets and
liabilities acquired based upon their estimated fair values.
Real estate of $69, $151 and $189 was acquired in satisfaction of debt for
the years ended December 31, 1998, 1997 and 1996, respectively.
F-35
<PAGE> 252
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
13. FAIR VALUE INFORMATION
The estimated fair values of financial instruments have been determined by
using available market information and the valuation methodologies described
below. Considerable judgment is often required in interpreting market data to
develop estimates of fair value. Accordingly, the estimates presented herein may
not necessarily be indicative of amounts that could be realized in a current
market exchange. The use of different assumptions or valuation methodologies may
have a material effect on the estimated fair value amounts.
Amounts related to the Company's financial instruments were as follows:
<TABLE>
<CAPTION>
NOTIONAL CARRYING ESTIMATED
DECEMBER 31, 1998 AMOUNT VALUE FAIR VALUE
- ----------------- -------- -------- ----------
<S> <C> <C> <C>
Assets:
Fixed maturities................................... $100,767 $100,767
Equity securities................................ 2,340 2,340
Mortgage loans on real estate.................... 16,827 17,793
Policy loans..................................... 5,600 6,143
Short-term investments........................... 1,369 1,369
Cash and cash equivalents........................ 3,301 3,301
Mortgage loan commitments........................ $472 -- 14
Liabilities:
Policyholder account balances.................... 37,088 37,304
Short-term debt.................................. 3,585 3,585
Long-term debt................................... 2,903 2,995
</TABLE>
<TABLE>
<CAPTION>
NOTIONAL CARRYING ESTIMATED
DECEMBER 31, 1997 AMOUNT VALUE FAIR VALUE
- ----------------- -------- -------- ----------
<S> <C> <C> <C>
Assets:
Fixed maturities.................................... $92,630 $92,630
Equity securities................................. 4,250 4,250
Mortgage loans on real estate..................... 20,193 21,084
Policy loans...................................... 5,846 6,110
Short-term investments............................ 679 679
Cash and cash equivalents......................... 2,911 2,911
Mortgage loan commitments......................... $334 -- 4
Liabilities:
Policyholder account balances..................... 37,034 37,265
Short-term debt................................... 4,587 4,587
Long-term debt.................................... 2,884 2,939
</TABLE>
The methods and assumptions used to estimate the fair values of financial
instruments are summarized as follows:
FIXED MATURITIES AND EQUITY SECURITIES
The fair value of fixed maturities and equity securities are based upon
quotations published by applicable stock exchanges or received from other
reliable sources. For securities in which the market values were not readily
available, fair values were estimated using quoted market prices of comparable
investments.
MORTGAGE LOANS ON REAL ESTATE AND MORTGAGE LOAN COMMITMENTS
Fair values for mortgage loans on real estate and mortgage loan commitments
are estimated by discounting expected future cash flows, using current interest
rates for similar loans with similar credit risk.
F-36
<PAGE> 253
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
POLICY LOANS
Fair values for policy loans are estimated by discounting expected future
cash flows using U.S. treasury rates to approximate interest rates and the
Company's past experiences to project patterns of loan accrual and repayment
characteristics.
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The carrying values for cash and cash equivalents and short-term
investments approximated fair market values due to the short-term maturities of
these instruments.
POLICYHOLDER ACCOUNT BALANCES
The fair value of policyholder account balances are estimated by
discounting expected future cash flows, based upon interest rates currently
being offered for similar contracts with maturities consistent with those
remaining for the agreements being valued.
SHORT-TERM AND LONG-TERM DEBT
The fair values of short-term and long-term debt are determined by
discounting expected future cash flows, using risk rates currently available for
debt with similar terms and remaining maturities.
DERIVATIVE INSTRUMENTS
The fair value of derivative instruments, including financial futures,
financial forwards, interest rate and foreign currency swaps, floors, foreign
exchange contracts, caps and options are based upon quotations obtained from
dealers or other reliable sources. See Note 3 for derivative fair value
disclosures.
14. STATUTORY FINANCIAL INFORMATION
The reconciliation of MetLife's statutory surplus and net change in
statutory surplus, determined in accordance with accounting practices prescribed
or permitted by insurance regulatory authorities, with equity and net income
determined in conformity with generally accepted accounting principles were as
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1998 1997
---- ----
<S> <C> <C>
Statutory surplus........................................... $ 7,388 $ 7,378
GAAP adjustments for:
Future policy benefits and policyholder account
balances............................................... (6,830) (6,807)
Deferred policy acquisition costs......................... 6,560 6,438
Deferred income taxes..................................... 295 (242)
Valuation of investments.................................. 3,981 3,474
Statutory asset valuation reserves........................ 3,381 3,854
Statutory interest maintenance reserve.................... 1,486 1,261
Surplus notes............................................. (1,595) (1,555)
Other, net................................................ 201 206
------- -------
Equity...................................................... $14,867 $14,007
======= =======
</TABLE>
F-37
<PAGE> 254
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Net change in statutory surplus......................... $ 10 $ 227 $ 366
GAAP adjustments for:
Future policy benefits and policyholder account
balances........................................... 127 (38) (165)
Deferred policy acquisition costs..................... 224 149 391
Deferred income taxes................................. 234 62 (74)
Valuation of investments.............................. 1,158 (387) (84)
Statutory asset valuation reserves.................... (461) 1,136 599
Statutory interest maintenance reserve................ 312 53 19
Other, net............................................ (261) 1 (199)
------ ------ -----
Net income.............................................. $1,343 $1,203 $ 853
====== ====== =====
</TABLE>
15. SEPARATE ACCOUNTS
Separate accounts reflect two categories of risk assumption: non-guaranteed
separate accounts totaling $39,490 and $32,893 at December 31, 1998 and 1997,
respectively, in which the policyholder assumes the investment risk, and
guaranteed separate accounts totaling $18,578 and $15,445 at December 31, 1998
and 1997, respectively, in which MetLife contractually guarantees either a
minimum return or account value to the policyholder.
Fees charged to the separate accounts by the Company (including mortality
charges, policy administration fees and surrender charges) are reflected in the
Company's revenues as universal life and investment-type product policy fees and
totaled $413, $287 and $216 in 1998, 1997 and 1996, respectively. Guaranteed
separate accounts consisted primarily of Met Managed Guaranteed Interest
Contracts and participating close out contracts. The average interest rate
credited on these contracts was 7% at December 31, 1998. The assets that support
these liabilities were comprised of $16,639 in fixed maturities as of December
31, 1998. The portfolios are segregated from other investments and are managed
to minimize liquidity and interest rate risk. In order to minimize the risk of
disintermediation associated with early withdrawals, these investment products
carry a graded surrender charge as well as a market value adjustment.
F-38
<PAGE> 255
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
16. OTHER COMPREHENSIVE INCOME
The following tables set forth the reclassification adjustments required
for the years ended December 31, 1998, 1997 and 1996 to avoid double-counting in
comprehensive income items that are included as part of net income for the
current year that have been reported as a part of other comprehensive income in
the current or prior year:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Holding gains (losses) on investments arising during
the year............................................ $ 1,556 $ 4,479 $(1,494)
Income tax effect of holding gains or losses........ (646) (1,698) 550
Transfer of securities from held-to-maturity to
available-for-sale:
Holding gains on investments...................... -- 198 --
Income tax effect................................. -- (75) --
Reclassification adjustments:
Realized holding gains included in current year
net income..................................... (2,043) (868) (367)
Amortization of premium and discount on
investments.................................... (411) (406) (631)
Realized holding gains (losses) allocated to other
policyholder amounts........................... 608 231 227
Income tax effect................................. 766 394 285
Allocation of holding (gains) losses on investments
relating to other policyholder amounts............ (322) (2,231) 1,286
Income tax effect of allocation of holding gains and
losses to other policyholder amounts.............. 134 846 (474)
------- ------- -------
Net unrealized investment (losses) gains............ (358) 870 (618)
------- ------- -------
Foreign currency translation adjustments arising
during the year................................... (115) (46) (6)
Reclassification adjustment for sale of investment
in foreign operation.............................. 2 (3) --
------- ------- -------
Foreign currency translation adjustment............. (113) (49) (6)
------- ------- -------
Minimum pension liability adjustment................ (12) -- --
------- ------- -------
Other comprehensive (loss) income................... $ (483) $ 821 $ (624)
======= ======= =======
</TABLE>
17. RESTRUCTURING
During 1998, the Company restructured headquarters operations and
consolidated certain agencies and other operations. The impacts of these actions
on a segment basis are as follows:
<TABLE>
<CAPTION>
SEVERANCE
AND
RELATED FACILITY
NUMBER OF TERMINATION CONSOLIDATION
POSITIONS COSTS COSTS TOTAL
--------- ----------- ------------- -----
<S> <C> <C> <C> <C>
Individual............................. 488 $15 $16 $31
Institutional.......................... 320 8 2 10
Auto & Home............................ 357 4 -- 4
Corporate and Other.................... 1,102 30 6 36
----- --- --- ---
2,267 $57 $24 $81
===== === === ===
</TABLE>
These programs are expected to be completed by the third quarter of 1999.
As of December 31, 1998, $28 of these restructuring costs had been paid and the
unpaid balance was $53.
F-39
<PAGE> 256
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
18. BUSINESS SEGMENT INFORMATION
The Company provides insurance and financial services to customers in the
United States, Canada, Central America, South America, Europe and Asia. The
Company's business is divided into six segments: Individual, Institutional, Auto
& Home, International, Asset Management and Corporate. These segments are
managed separately because they either provide different products and services,
require different strategies or have different technology requirements.
Individual offers a wide variety of individual insurance and investment
products, including life insurance, annuities and mutual funds. Institutional
offers a broad range of group insurance and retirement and savings products and
services, including group life insurance, non-medical health insurance such as
short and long-term disability, long-term care and dental insurance and other
insurance products and services. Auto & Home provides insurance coverages
including private passenger automobile, homeowners and personal excess liability
insurance. International provides life insurance, accident and health insurance,
annuities and retirement and savings products to both individuals and groups,
and auto and homeowners coverage to individuals. Asset Management provides a
broad variety of asset management products and services to individuals and
institutions such as mutual funds for savings and retirement needs, commercial
real estate advisory and management services, and institutional and retail
investment management. Through its Corporate segment, the Company reports items
that are not allocated to any of the business segments.
Set forth in the tables below is certain financial information with respect
to the Company's operating segments for the years ended December 31, 1998, 1997
and 1996. The accounting policies of the segments are the same as those
described in the summary of significant accounting policies, except for the
method of capital allocation. The Company allocates capital to each segment
based upon an internal capital allocation system that allows the Company to more
effectively manage its capital. The Company has divested operations that did not
meet targeted rates of return, including its medical insurance operations
(institutional segment), commercial leasing business (corporate segment), and
insurance operations in the United Kingdom (international segment) and a
substantial portion of its Canadian operations (international segment). The
Company evaluates the performance of each operating segment based upon income or
loss from operations before provision for income taxes and non-recurring items
(e.g. items of unusual or infrequent nature). The Company allocates
non-recurring items (primarily consisting of sales practices claims and claims
for personal injuries caused by exposure to asbestos or asbestos-containing
products) and prior to its sale in 1998, the results of MetLife Capital
Holdings, Inc. to the Corporate segment.
<TABLE>
<CAPTION>
AUTO
AT OR FOR THE YEAR ENDED & ASSET CONSOLIDATION/
DECEMBER 31, 1998 INDIVIDUAL INSTITUTIONAL HOME INTERNATIONAL MANAGEMENT CORPORATE ELIMINATION
- ------------------------ ---------- ------------- ---- ------------- ---------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Premiums..................... $ 4,323 $ 5,159 $1,403 $ 618 $ -- $ -- $ --
Universal life and
investment-type product
policy fees.................. 817 475 -- 68 -- -- --
Net investment income........ 5,480 3,885 81 343 75 682 (318)
Other revenues............... 522 575 36 33 817 34 (52)
Net realized investment
gains...................... 659 557 122 117 -- 679 (113)
Policyholder benefits and
claims..................... 4,616 6,416 869 597 -- (10) --
Interest credited to
policyholder account
balances................... 1,443 1,199 -- 89 -- -- --
Policyholder dividends....... 1,447 142 -- 64 -- -- --
Other expenses............... 2,593 1,613 546 352 799 2,524 (309)
<CAPTION>
AT OR FOR THE YEAR ENDED
DECEMBER 31, 1998 TOTAL
- ------------------------ -----
<S> <C>
Premiums..................... $ 11,503
Universal life and
investment-type product
policy fees.................. 1,360
Net investment income........ 10,228
Other revenues............... 1,965
Net realized investment
gains...................... 2,021
Policyholder benefits and
claims..................... 12,488
Interest credited to
policyholder account
balances................... 2,731
Policyholder dividends....... 1,653
Other expenses............... 8,118
</TABLE>
F-40
<PAGE> 257
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
AUTO
AT OR FOR THE YEAR ENDED & ASSET CONSOLIDATION/
DECEMBER 31, 1998 INDIVIDUAL INSTITUTIONAL HOME INTERNATIONAL MANAGEMENT CORPORATE ELIMINATION
- ------------------------ ---------- ------------- ---- ------------- ---------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Income (loss) before
provision for income taxes
and extraordinary item....... 1,702 1,281 227 77 93 (1,119) (174)
Income (loss) after provision
for income taxes before
extraordinary item......... 1,069 846 161 56 49 (691) (143)
Total assets................. 103,536 88,741 2,763 3,432 1,164 21,029 (5,319)
Deferred policy acquisition
costs...................... 6,216 82 57 205 -- -- --
Separate account assets...... 23,013 35,029 -- 26 -- -- --
Policyholder liabilities..... 71,571 49,406 1,477 2,043 -- 1 (295)
Separate account
liabilities................ 23,013 35,029 -- 26 -- -- --
<CAPTION>
AT OR FOR THE YEAR ENDED
DECEMBER 31, 1998 TOTAL
- ------------------------ -----
<S> <C>
Income (loss) before
provision for income taxes
and extraordinary item....... 2,087
Income (loss) after provision
for income taxes before
extraordinary item......... 1,347
Total assets................. 215,346
Deferred policy acquisition
costs...................... 6,560
Separate account assets...... 58,068
Policyholder liabilities..... 124,203
Separate account
liabilities................ 58,068
</TABLE>
<TABLE>
<CAPTION>
AUTO
AT OR FOR THE YEAR ENDED & ASSET CONSOLIDATION/
DECEMBER 31, 1997 INDIVIDUAL INSTITUTIONAL HOME INTERNATIONAL MANAGEMENT CORPORATE ELIMINATION
- ------------------------ ---------- ------------- ---- ------------- ---------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Premiums..................... $ 4,327 $ 4,689 $1,354 $ 908 $ -- $ -- $ --
Universal life and
investment-type product
policy fees................ 855 426 -- 137 -- -- --
Net investment income........ 4,754 3,754 71 504 87 895 (574)
Other revenues............... 338 357 25 54 682 19 16
Net realized investment
gains...................... 356 45 9 142 -- 326 (91)
Policyholder benefits and
claims..................... 4,597 5,934 834 869 -- -- --
Interest credited to
policyholder account
balances................... 1,428 1,319 -- 137 -- -- --
Policyholder dividends....... 1,340 305 -- 97 -- -- --
Other expenses............... 2,384 1,178 520 497 679 1,118 (442)
Income before provision for
income taxes............... 881 535 105 145 90 122 (207)
Income after provision for
income taxes............... 603 339 74 126 52 210 (201)
Total assets................. 95,990 83,481 2,542 7,412 1,147 18,494 (6,290)
Deferred policy acquisition
costs...................... 5,912 40 56 428 -- -- --
Separate account assets...... 17,345 30,473 -- 520 -- -- --
Policyholder liabilities..... 70,686 49,550 1,509 5,615 -- 1 (3)
Separate account
liabilities................ 17,345 30,473 -- 520 -- -- --
<CAPTION>
AT OR FOR THE YEAR ENDED
DECEMBER 31, 1997 TOTAL
- ------------------------ -----
<S> <C>
Premiums..................... $ 11,278
Universal life and
investment-type product
policy fees................ 1,418
Net investment income........ 9,491
Other revenues............... 1,491
Net realized investment
gains...................... 787
Policyholder benefits and
claims..................... 12,234
Interest credited to
policyholder account
balances................... 2,884
Policyholder dividends....... 1,742
Other expenses............... 5,934
Income before provision for
income taxes............... 1,671
Income after provision for
income taxes............... 1,203
Total assets................. 202,776
Deferred policy acquisition
costs...................... 6,436
Separate account assets...... 48,338
Policyholder liabilities..... 127,358
Separate account
liabilities................ 48,338
</TABLE>
<TABLE>
<CAPTION>
AUTO
AT OR FOR THE YEAR ENDED & ASSET CONSOLIDATION/
DECEMBER 31, 1996 INDIVIDUAL INSTITUTIONAL HOME INTERNATIONAL MANAGEMENT CORPORATE ELIMINATION
- ------------------------ ---------- ------------- ---- ------------- ---------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Premiums..................... $ 4,559 $ 4,676 $1,316 $ 794 $ -- $ -- $ --
Universal life and
investment-type product
policy fees................ 729 375 -- 139 -- -- --
Net investment income........ 4,604 3,446 71 523 60 761 (487)
Other revenues............... 74 258 26 37 495 306 50
Net realized investment gains
(losses)................... 282 28 24 13 -- (112) (4)
Policyholder benefits and
claims..................... 4,690 6,006 891 700 -- (1) --
Interest credited to
policyholder account
Balances................... 1,354 1,358 -- 156 -- -- --
Policyholder dividends....... 1,333 284 -- 111 -- -- --
<CAPTION>
AT OR FOR THE YEAR ENDED
DECEMBER 31, 1996 TOTAL
- ------------------------ -----
<S> <C>
Premiums..................... $ 11,345
Universal life and
investment-type product
policy fees................ 1,243
Net investment income........ 8,978
Other revenues............... 1,246
Net realized investment gains
(losses)................... 231
Policyholder benefits and
claims..................... 12,286
Interest credited to
policyholder account
Balances................... 2,868
Policyholder dividends....... 1,728
</TABLE>
F-41
<PAGE> 258
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
AUTO
AT OR FOR THE YEAR ENDED & ASSET CONSOLIDATION/
DECEMBER 31, 1996 INDIVIDUAL INSTITUTIONAL HOME INTERNATIONAL MANAGEMENT CORPORATE ELIMINATION
- ------------------------ ---------- ------------- ---- ------------- ---------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Other expenses............... 2,019 791 490 418 498 923 (384)
Income before provision for
income taxes............... 852 344 56 121 57 33 (57)
Income after provision for
income taxes............... 511 217 34 86 47 85 (56)
Total assets................. 86,042 75,872 2,801 11,714 901 18,900 (6,954)
Deferred policy acquisition
costs...................... 6,495 29 56 647 -- -- --
Separate account assets...... 12,386 27,368 -- 3,645 -- -- --
Policyholder liabilities..... 67,220 48,253 1,562 6,045 -- 1 (55)
Separate account
liabilities................ 12,386 27,368 -- 3,645 -- -- --
<CAPTION>
AT OR FOR THE YEAR ENDED
DECEMBER 31, 1996 TOTAL
- ------------------------ -----
<S> <C>
Other expenses............... 4,755
Income before provision for
income taxes............... 1,406
Income after provision for
income taxes............... 924
Total assets................. 189,276
Deferred policy acquisition
costs...................... 7,227
Separate account assets...... 43,399
Policyholder liabilities..... 123,026
Separate account
liabilities................ 43,399
</TABLE>
The individual segment includes an equity ownership interest in Nvest
Companies, L.P. ("Nvest") under the equity method of accounting. Nvest has been
included within the asset management segment due to the types of products and
strategies employed by the entity. The individual segment's equity in earnings
of Nvest, which is included in net investment income, was $49, $45 and $43 for
the years ended December 31, 1998, 1997 and 1996, respectively. The investment
in Nvest was $252, $216 and $152 at December 31, 1998, 1997 and 1996,
respectively.
Net investment income and net realized investment gains are based upon the
actual results of each segment's specifically identifiable asset portfolio.
Other costs and operating costs were allocated to each of the segments based
upon: (1) a review of the nature of such costs, (2) time studies analyzing the
amount of employee compensation costs incurred by each segment and (3) cost
estimates included in the Company's product pricing.
The consolidation/elimination column includes the elimination of all
intersegment amounts and the individual segment's ownership interest in Nvest.
The principal component of the intersegment amounts related to intersegment
loans, which bore interest at rates commensurate with related borrowings.
Revenues derived from any customer did not exceed 10% of consolidated
revenues. Revenues from U.S. operations were $25,643, $22,664 and $21,762 for
the years ended December 31, 1998, 1997 and 1996, respectively, which
represented 96%, 93% and 94%, respectively, of consolidated revenues.
F-42
<PAGE> 259
METROPOLITAN LIFE INSURANCE COMPANY
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(IN MILLIONS)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
REVENUES
Premiums.................................................... $ 8,724 $ 8,503
Universal life and investment-type product policy fees...... 1,019 1,110
Net investment income....................................... 7,235 7,633
Other revenues.............................................. 1,552 1,481
Net realized investment gains (losses) (net of amounts
allocable to other accounts of $(37) and $104,
respectively)............................................. (177) 1,083
------- -------
18,353 19,810
------- -------
EXPENSES
Policyholder benefits and claims (excludes (includes)
amounts directly related to net realized investment gains
and losses of $(11) and $99, respectively)................ 9,436 9,293
Interest credited to policyholder account balances.......... 1,823 2,058
Policyholder dividends...................................... 1,237 1,215
Other expenses (excludes (includes) amounts directly related
to net realized investment gains and losses of $(26) and
$5, respectively)......................................... 5,076 4,925
------- -------
17,572 17,491
------- -------
Income before provision for income taxes and extraordinary
item...................................................... 781 2,319
Provision for income taxes.................................. 353 846
------- -------
Income before extraordinary item............................ 428 1,473
Extraordinary item -- demutualization expense............... (77) --
------- -------
Net income.................................................. $ 351 $ 1,473
======= =======
</TABLE>
See accompanying notes to unaudited interim condensed consolidated financial
statements.
F-43
<PAGE> 260
METROPOLITAN LIFE INSURANCE COMPANY
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1999
(IN MILLIONS)
<TABLE>
<S> <C>
ASSETS
Investments:
Fixed maturities available-for-sale, at fair value........ $ 98,164
Equity securities, at fair value.......................... 2,115
Mortgage loans on real estate............................. 19,561
Real estate and real estate joint ventures................ 5,924
Policy loans.............................................. 5,558
Other limited partnership interests....................... 1,225
Short-term investments.................................... 4,521
Other invested assets..................................... 1,451
--------
138,519
Cash and cash equivalents................................... 5,053
Accrued investment income................................... 1,986
Premiums and other receivables.............................. 7,428
Deferred policy acquisition costs........................... 7,947
Deferred income taxes....................................... 1,084
Other....................................................... 4,412
Separate account assets..................................... 60,737
--------
$227,166
========
LIABILITIES AND EQUITY
Liabilities:
Future policy benefits...................................... $ 72,820
Policyholder account balances............................... 45,844
Other policyholder funds.................................... 4,379
Policyholder dividends payable.............................. 1,093
Short-term debt............................................. 5,619
Long-term debt.............................................. 2,554
Current income taxes payable................................ 1,079
Other....................................................... 19,484
Separate account liabilities................................ 60,737
--------
213,609
--------
Commitments and contingencies (Note 3)
Equity:
Retained earnings........................................... 13,834
Accumulated other comprehensive loss........................ (277)
--------
13,557
--------
$227,166
========
</TABLE>
See accompanying notes to unaudited interim condensed consolidated financial
statements.
F-44
<PAGE> 261
METROPOLITAN LIFE INSURANCE COMPANY
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
(IN MILLIONS)
<TABLE>
<CAPTION>
ACCUMULATED OTHER
COMPREHENSIVE INCOME (LOSS)
-----------------------------------------
NET FOREIGN MINIMUM
UNREALIZED CURRENCY PENSION
COMPREHENSIVE RETAINED INVESTMENT TRANSLATION LIABILITY
TOTAL LOSS EARNINGS GAINS (LOSSES) ADJUSTMENT ADJUSTMENT
----- ------------- -------- -------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1999....... $14,867 $13,483 $ 1,540 $(144) $(12)
Comprehensive loss:
Net income..................... 351 $ 351 351
-------
Other comprehensive loss:
Unrealized investment losses,
net of related offsets,
reclassification
adjustments and income
taxes...................... (1,686) (1,686)
Foreign currency translation
adjustments................ 25 25
-------
Other comprehensive loss....... (1,661) (1,661)
-------
Comprehensive loss........... $(1,310)
=======
------- ------- ------- ----- ----
Balance at September 30, 1999.... $13,557 $13,834 $ (146) $(119) $(12)
======= ======= ======= ===== ====
</TABLE>
See accompanying notes to unaudited interim condensed consolidated financial
statements.
F-45
<PAGE> 262
METROPOLITAN LIFE INSURANCE COMPANY
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(IN MILLIONS)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES................... $ 3,564 $ 1,867
CASH FLOWS FROM INVESTING ACTIVITIES
Sales, maturities and repayments of:
Fixed maturities....................................... 56,979 23,775
Equity securities...................................... 444 2,172
Mortgage loans on real estate.......................... 1,234 2,295
Real estate and real estate joint ventures............. 588 1,269
Other limited partnership interests.................... 397 156
Purchases of:
Fixed maturities....................................... (56,334) (33,953)
Equity securities...................................... (270) (1,633)
Mortgage loans on real estate.......................... (3,491) (2,126)
Real estate and real estate joint ventures............. (234) (234)
Other limited partnership interests.................... (290) (243)
Net change in short-term investments...................... (3,043) (369)
Net change in policy loans................................ 42 (122)
Proceeds from sales of businesses......................... -- 7,362
Purchase of business, net of cash received................ (267) --
Net change in investment collateral....................... 2,356 5,857
Other, net................................................ (155) (157)
-------- --------
Net cash (used in) provided by investing activities......... (2,044) 4,049
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Policyholder account balances:
Deposits............................................... 17,420 15,290
Withdrawals............................................ (18,873) (17,328)
Short-term debt, net...................................... 2,035 (4,072)
Long-term debt issued..................................... 66 859
Long-term debt repaid..................................... (416) (332)
-------- --------
Net cash (used in) provided by financing activities......... 232 (5,583)
-------- --------
Change in cash and cash equivalents......................... 1,752 333
Cash and cash equivalents, beginning of period.............. 3,301 2,912
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 5,053 $ 3,245
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest.................................................. $ 283 $ 312
======== ========
Income taxes.............................................. $ 354 $ 184
======== ========
</TABLE>
See accompanying notes to unaudited interim condensed consolidated financial
statements.
F-46
<PAGE> 263
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS ARE IN MILLIONS UNLESS OTHERWISE STATED.)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
Metropolitan Life Insurance Company ("MetLife") and its subsidiaries (the
"Company") is a leading provider of insurance and financial services to a broad
section of institutional and individual customers. The Company offers life
insurance, annuities and mutual funds to individuals and group insurance and
retirement and savings products and services to corporations and other
institutions.
BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been
prepared in conformity with generally accepted accounting principles ("GAAP").
The New York State Insurance Department (the "Department") recognizes only
statutory accounting practices for determining and reporting the financial
condition and results of operations of an insurance company for determining
solvency under the New York Insurance Law. No consideration is given by the
Department to financial statements prepared in accordance with GAAP in making
such determination.
The condensed consolidated financial statements reflect all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the consolidated financial position of the Company at September 30, 1999 and its
consolidated results of operations and its consolidated cash flows for the nine
months ended September 30, 1999 and 1998. Interim results are not necessarily
indicative of full year performance. These interim condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements of the Company for the year ended December 31, 1998.
PRINCIPLES OF CONSOLIDATION
The accompanying condensed consolidated financial statements include the
accounts of MetLife and its subsidiaries, partnerships and joint ventures in
which MetLife has a majority voting interest or general partner interest with
limited removal rights by limited partners. All material intercompany accounts
and transactions have been eliminated.
APPLICATION OF ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1999, the Company adopted Statement of Position
("SOP") 98-5, Reporting on the Costs of Start-Up Activities ("SOP 98-5"). SOP
98-5 broadly defines start-up activities. SOP 98-5 requires costs of start-up
activities and organization costs to be expensed as incurred. Adoption of SOP
98-5 did not have a material effect on the Company's consolidated financial
statements.
Effective January 1, 1999, the Company adopted SOP 98-1, Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use ("SOP 98-1").
SOP 98-1 provides guidance for determining when an entity should capitalize or
expense external and internal costs of computer software developed or obtained
for internal use. Adoption of SOP 98-1 did not have a material effect on the
Company's consolidated financial statements.
Effective January 1, 1999, the Company adopted SOP 97-3, Accounting for
Insurance and Other Enterprises for Insurance Related Assessments ("SOP 97-3").
SOP 97-3 provides guidance on accounting by insurance and other enterprises for
assessments related to insurance activities including recognition, measurement
and disclosure of guaranty fund and other insurance related assessments.
Adoption of SOP 97-3 did not have a material effect on the Company's
consolidated financial statements.
F-47
<PAGE> 264
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 137, Accounting for Derivative Instruments
and Hedging Activities -- Deferral of the Effective Date of FASB Statement No.
133 ("SFAS 137"). SFAS 137 defers the provisions of SFAS 133 until January 1,
2001. The provisions of SFAS 133 require, among other things, that all
derivatives be recognized in the consolidated balance sheets as either assets or
liabilities and measured at fair value. The corresponding derivative gains and
losses should be reported based upon the hedge relationship, if such a
relationship exists. Changes in the fair value of derivatives that are not
designated as hedges or that do not meet the hedge accounting criteria in SFAS
133 are required to be reported in income. The Company is in the process of
quantifying the impact of SFAS 133 on its consolidated financial statements.
2. BUSINESS SEGMENT INFORMATION
<TABLE>
<CAPTION>
AUTO
FOR THE NINE MONTHS ENDED & ASSET CONSOLIDATION/
SEPTEMBER 30, 1999 INDIVIDUAL INSTITUTIONAL HOME INTERNATIONAL MANAGEMENT CORPORATE ELIMINATION
- ------------------------- ---------- ------------- ---- ------------- ---------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Premiums....................... $3,091 $4,174 $1,102 $357 $ -- $ -- $ --
Universal life and investment-
type product policy fees....... 614 371 -- 34 -- -- --
Net investment income.......... 3,911 2,837 66 155 56 394 (184)
Other revenues................. 410 456 14 5 601 34 32
Net realized investment gains
(losses)..................... 11 (52) 1 3 -- (116) (24)
Income (loss) before provision
for income taxes and
extraordinary item........... 696 666 39 (5) 71 (608) (78)
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 TOTAL
- ------------------------- -----
<S> <C>
Premiums....................... $8,724
Universal life and investment-
type product policy fees....... 1,019
Net investment income.......... 7,235
Other revenues................. 1,552
Net realized investment gains
(losses)..................... (177)
Income (loss) before provision
for income taxes and
extraordinary item........... 781
</TABLE>
<TABLE>
<CAPTION>
AUTO
FOR THE NINE MONTHS ENDED & ASSET CONSOLIDATION/
SEPTEMBER 30, 1998 INDIVIDUAL INSTITUTIONAL HOME INTERNATIONAL MANAGEMENT CORPORATE ELIMINATION
- ------------------------- ---------- ------------- ---- ------------- ---------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Premiums....................... $3,148 $3,801 $1,045 $509 $ -- $ -- $ --
Universal life and investment-
type product policy fees....... 708 349 -- 53 -- -- --
Net investment income.......... 4,065 2,865 61 293 58 539 (248)
Other revenues................. 328 445 19 32 608 86 (37)
Net realized investment
gains........................ 254 234 3 102 -- 574 (84)
Income before provision for
income taxes................. 972 758 70 105 70 458 (114)
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1998 TOTAL
- ------------------------- -----
<S> <C>
Premiums....................... $8,503
Universal life and investment-
type product policy fees....... 1,110
Net investment income.......... 7,633
Other revenues................. 1,481
Net realized investment
gains........................ 1,083
Income before provision for
income taxes................. 2,319
</TABLE>
<TABLE>
<CAPTION>
SEPTEMBER 30,
--------------------
1999 1998
---- ----
<S> <C> <C>
ASSETS
Individual.................................................. $106,715 $100,436
Institutional............................................. 90,661 89,761
Auto & Home............................................... 4,005 2,734
International............................................. 3,752 3,010
Asset Management.......................................... 1,077 1,124
Corporate................................................. 24,030 15,510
Consolidation/Elimination................................. (3,074) (2,386)
-------- --------
Total............................................. $227,166 $210,189
======== ========
</TABLE>
F-48
<PAGE> 265
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
The individual segment includes an equity ownership interest in Nvest
Companies, L.P. ("Nvest") under the equity method of accounting. Nvest has been
included within the asset management segment due to the types of products and
strategies employed by the entity. The individual segment's equity in earnings
of Nvest, which is included in net investment income, was $38 and $35 for the
nine months ended September 30, 1999 and 1998, respectively. The investment in
Nvest was $218 and $195 at September 30, 1999 and 1998, respectively.
The consolidation/elimination column includes the elimination of all
intersegment amounts and the individual segment's ownership interest in Nvest.
The principal component of the intersegment amounts related to intersegment
loans, which bore interest at rates commensurate with related borrowings.
Revenues derived from any one customer did not exceed 10% of consolidated
revenues. Revenues from U.S. operations were $17,799 and $18,779 for the nine
months ended September 30, 1999 and 1998, respectively, which represented 97%
and 95% of consolidated revenues, respectively.
3. COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company and certain of its subsidiaries are currently defendants in
approximately 400 lawsuits, including over 40 putative or certified class action
lawsuits, raising allegations of improper marketing and sales of individual life
insurance or annuities ("sales practices claims"). Two of these putative class
actions are filed in Canada and the remainder are filed in the United States.
These cases are brought by or on behalf of policyholders and others and allege,
among other claims, that individual life insurance policies were improperly sold
in replacement transactions or with inadequate or inaccurate disclosure
concerning the period for which premiums would be payable, or were misleadingly
sold as savings or retirement plans. The classes proposed in the pending class
actions are defined broadly enough, in the aggregate, to include a substantial
number of active and lapsed policyholders who purchased individual life
insurance policies and annuity contracts and certificates from the Company or
certain of its subsidiaries during the 1980s and 1990s. In California, Ohio and
West Virginia, courts have certified or deemed certifiable classes on behalf of
policyholders in those states who allegedly did not receive proper notice of
replacement. A California trial court has also certified a class of California
universal life policyholders who were charged amounts related to the deferred
acquisition tax in their costs of insurance. As discussed below, the settlement
announced on August 18, 1999 will apply to these actions. A Federal Court in
Massachusetts has certified a mandatory class involving certain former
policyholders of New England Mutual Life Insurance Company which merged into the
Company in 1996. The United States Court of Appeals remanded the case to the
trial court for further consideration. A number of the sales practices claims
pending in Federal courts have been consolidated as a multidistrict proceeding
for pre-trial purposes in the United States District Court for the Western
District of Pennsylvania and, as to former New England Mutual Life Insurance
Company policyholders, in the United States District Court in Massachusetts. In
another case, a New York Federal court has certified or conditionally certified
some subclasses of purchasers of the Company's policies and annuity contracts
outside the United States and Canada. In the past, the Company has resolved some
of the individual lawsuits through settlement, dispositive motion or, in a few
instances, trial. Most of the current cases seek substantial damages, including
in some cases punitive and treble damages and attorneys' fees. Additional
litigation relating to the Company's marketing and sales of individual life
insurance policies may be commenced in the future.
F-49
<PAGE> 266
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
On August 18, 1999, the Company announced a settlement resolving the
multidistrict litigation proceeding involving alleged improper sales practices
currently pending in the United States District Court for the Western District
of Pennsylvania. The settlement covers sales practices claims in connection with
permanent life insurance policies and annuity contracts or certificates issued
by the Company or certain of its subsidiaries pursuant to sales made in the U.S.
to individuals between January 1, 1982 and December 31, 1997. The class covered
by the settlement includes owners of approximately six million in-force and
terminated insurance policies and approximately one million in-force and
terminated annuity contracts.
The settlement should resolve each of the class action lawsuits relating to
sales practices claims described above, other than the class action lawsuits
involving former policyholders of New England Mutual Life Insurance Company and
purchasers outside the United States of policies and annuity contracts of the
Company or certain of its subsidiaries. The settlement would also resolve the
individual lawsuits relating to sales practices claims between January 1, 1982
and December 31, 1997, although the plaintiffs in those lawsuits may elect to be
excluded from the settlement and pursue lawsuits on an individual basis against
the Company or certain of its subsidiaries.
The court has preliminarily approved the settlement and has scheduled a
fairness hearing on the settlement for December 2, 1999. The settlement is
subject to the court's approval and the resolution of any appeals that are
taken.
The settlement provides for three forms of relief. General relief would be
provided, in the form of free death benefits, automatically to class members who
do not elect to exclude themselves from the settlement or who do not elect the
claim evaluation procedures set forth in the settlement. The claim evaluation
procedures permit a class member to have a claim evaluated by a third party
under procedures set forth in the settlement. Claim awards made under the claim
evaluation procedures will be in the form of policy adjustments, free death
benefits or, in some instances, cash payments. In addition, class members who
have or had an ownership interest in specified policies will also automatically
receive deferred acquisition cost tax relief in the form of free death benefits.
Approximately 20,000 class members have elected to exclude themselves from the
settlement. The settlement fixes the aggregate amounts that are available under
each form of relief.
The Company expects that the total cost of the settlement will be
approximately $957. This amount is equal to the amount of the increase in
liabilities for the death benefits and policy adjustments and the present value
of expected cash payments to be provided to included class members, as well as
attorneys' fees and expenses and estimated other administrative costs, but does
not include the cost of litigation with policyholders who are excluded from the
settlement. The Company believes that the cost to it of the settlement will be
substantially covered by available reinsurance and the provisions made in the
Company's consolidated financial statements, and thus will not have a material
adverse effect on its consolidated results of operations or financial position.
See Note 9 of Notes to Consolidated Financial Statements for information
regarding excess of loss reinsurance policies related to sales practices claims
and excess mortality losses. The Company believes it has made adequate provision
for all probable losses for sales practices claims, including litigation costs
involving policyholders who are excluded from the settlement, and has recorded
all related recoverables under reinsurance policies in its consolidated
financial statements.
Regulatory authorities in a small number of states, including both
insurance departments and attorneys general, have ongoing investigations of the
Company's sales of individual life insurance
F-50
<PAGE> 267
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
policies or annuities, including investigations of alleged improper replacement
transactions and alleged improper sales of insurance with inaccurate or
inadequate disclosures as to the period for which premiums would be payable.
Over the past several years, the Company has resolved a number of investigations
by other regulatory authorities for monetary payments and certain other relief,
and may continue to do so in the future.
The Company is also a defendant in numerous lawsuits seeking compensatory
and punitive damages for personal injuries allegedly caused by exposure to
asbestos or asbestos-containing products. The Company has never engaged in the
business of manufacturing, producing, distributing or selling asbestos or
asbestos-containing products. Rather, these lawsuits, currently numbering in the
thousands, have principally been based upon allegations relating to certain
research, publication and other activities of one or more of the Company's
employees during the period from the 1920s through approximately the 1950s and
alleging that the Company learned or should have learned of certain health risks
posed by asbestos and, among other things, improperly publicized or failed to
disclose those health risks. Legal theories asserted against the Company have
included negligence, intentional tort claims and conspiracy claims concerning
the health risks associated with asbestos. While the Company believes it has
meritorious defenses to these claims, and has not suffered any adverse judgments
in respect to these claims, most of the cases have been resolved by settlements.
The Company intends to continue to exercise its best judgment regarding
settlement or defense of such cases. The number of such cases that may be
brought or the aggregate amount of any liability that the Company may ultimately
incur is uncertain. Significant portions of amounts paid in settlement of such
cases have been funded with proceeds from a previously resolved dispute with the
Company's primary, umbrella and first level excess liability insurance carriers.
The Company is presently in litigation with several of its excess liability
insurers regarding amounts payable under its policies with respect to coverage
for these claims. The trial court has granted summary judgment to these
insurers. The Company has appealed. There can be no assurances regarding the
outcome of this litigation or the amount and timing of recoveries, if any, from
these excess liability insurers. See Note 9 of Notes to Consolidated Financial
Statements for information regarding insurance policies related to
asbestos-related claims. Management believes adequate provisions have been made
for all reasonably probable and estimable losses for sales practices and
asbestos-related claims. Amounts recoverable under related insurance policies
have been recorded in the Company's consolidated financial statements.
The Company has recorded, in other expenses, charges of $499 and $173 for
the nine months ended September 30, 1999 and 1998, respectively. The charge for
the nine months ended September 30, 1999 is principally related to the
settlement of the multidistrict litigation proceeding including alleged improper
sales practices, accruals for sales practices claims not covered by the
settlement and other legal costs. The charge for the nine months ended September
30, 1998 was for sales practices claims and claims for personal injuries caused
by exposure to asbestos or asbestos-containing products.
A purported class action suit involving policyholders in 32 states has been
filed in a Rhode Island state court against the Company's subsidiary,
Metropolitan Property and Casualty Insurance Company, with respect to claims by
policyholders for the alleged diminished value of automobiles after
accident-related repairs. A similar "diminished value" allegation was made
recently in a Texas Deceptive Trade Practices Act letter and lawsuit which
involve a Metropolitan Property and Casualty Company insured policyholder. A
purported class action has been filed against Metropolitan Casualty Insurance
Company, a subsidiary of Metropolitan Property and Casualty Insurance Company,
in Florida by a policyholder alleging breach of contract and unfair
F-51
<PAGE> 268
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
trade practices with respect to Metropolitan Property and Casualty Insurance
Company allowing the use of parts not made by the original manufacturer to
repair damaged automobiles. These suits are in the early stages of litigation
and Metropolitan Property and Casualty Insurance Company and Metropolitan
Casualty Insurance Company intend to vigorously defend themselves against these
suits. Similar suits have been filed against several other personal lines
casualty insurers.
The United States, the Commonwealth of Puerto Rico, and various hotels and
individuals have sued MetLife Capital Corporation, a former subsidiary of
MetLife, seeking damages for clean up costs, natural resource damages, personal
injuries and lost profits and taxes based upon, among other things, a release of
oil from a barge which was being towed by the Emily S. In connection with the
sale of MetLife Capital, MetLife has retained any liability related to this
action. MetLife Capital had entered into a sale and leaseback financing
arrangement with respect to the Emily S. The plaintiffs have taken the position
that MetLife Capital, as the owner of record of the Emily S, is responsible for
all damages caused by the barge, including the oil spill. The governments of the
United States and Puerto Rico have claimed damages in excess of $150. At a
mediation, the action brought by the United States and Puerto Rico was
conditionally settled, provided that the governments have access to additional
sums from a fund contributed to by oil companies to help remediate oil spills.
The Company can provide no assurance, however, that this action will be settled
in this manner.
Various litigation, claims and assessments against the Company, in addition
to those discussed above and those otherwise provided for in the Company's
consolidated financial statements, have arisen in the course of the Company's
business, including, but not limited to, in connection with its activities as an
insurer, employer, investor, investment advisor and taxpayer. Further, state
insurance regulatory authorities and other Federal and state authorities
regularly make inquiries and conduct investigations concerning the Company's
compliance with applicable insurance and other laws and regulations.
In some of the matters referred to above, very large and/or indeterminate
amounts, including punitive and treble damages, are sought. While it is not
feasible to predict or determine the ultimate outcome of all pending
investigations and legal proceedings or provide reasonable ranges of potential
losses, it is the opinion of the Company's management that their outcomes, after
consideration of available insurance and reinsurance and the provisions made in
the Company's consolidated financial statements, are not likely to have a
material adverse effect on the Company's consolidated financial position.
However, given the large and/or indeterminate amounts sought in certain of these
matters and the inherent unpredictability of litigation, it is possible that an
adverse outcome in certain matters could, from time to time, have a material
adverse effect on the Company's operating results or cash flows in particular
quarterly or annual periods.
TRANSFERRED CANADIAN POLICIES
In July 1998, the Company sold a substantial portion of its Canadian
operations to Clarica Life Insurance Company. As part of that sale, a large
block of policies in effect with the Company in Canada were transferred to
Clarica Life, and the holders of the transferred Canadian policies became
policyholders of Clarica Life. Those transferred policyholders are no longer
policyholders of the Company and, therefore, are not entitled to compensation
under the plan of reorganization. However, as a result of a commitment made in
connection with obtaining Canadian regulatory approval of that sale, if the
Company demutualizes, its Canadian branch will make cash payments to those who
are, or are deemed to be, holders of these transferred Canadian
F-52
<PAGE> 269
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
policies. The payments, which will be recorded in other expenses in the same
period as the effective date of the plan, will be determined in a manner that is
consistent with the treatment of, and fair and equitable to, eligible
policyholders of Metropolitan Life Insurance Company. The amount of the payment
is dependent upon the initial public offering price of common stock to be issued
on the effective date of demutualization.
YEAR 2000
The Year 2000 issue is the result of the widespread use of computer
programs written using two digits (rather than four) to define the applicable
year. Such programming was a common industry practice designed to avoid the
significant costs associated with additional mainframe capacity necessary to
accommodate a four-digit year field. As a result, any of the Company's computer
systems that have time-sensitive software may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in major system failures
or miscalculations. The Company has conducted a comprehensive review of its
computer systems to identify the systems that could be affected by the Year 2000
issue and has developed and implemented a plan to resolve the issue. The Company
currently believes that, with modifications to existing software and converting
to new software, the Year 2000 issue will not pose significant operational
problems for the Company's computer systems. However, if such modifications and
conversions are not completed on a timely basis, the Year 2000 issue may have a
material impact on the operations of the Company. Furthermore, even if the
Company completes such modifications and conversions on a timely basis, there
can be no assurance that the failure by vendors or other third parties to solve
the Year 2000 issue will not have a material impact on the operations of the
Company. The Company estimates the total cost to resolve its Year 2000 problem
to be approximately $225 of which approximately $207 had been incurred through
September 30, 1999.
4. DEMUTUALIZATION ADOPTION DATE
On September 28, 1999, the board of directors of the Company adopted,
pursuant to the New York Insurance Law, a plan of reorganization, and
subsequently adopted amendments to the plan, pursuant to which the Company
proposes to convert from a mutual life insurance company to a stock life
insurance company. On the date the plan of reorganization becomes effective, the
Company will convert from a mutual life insurance company to a stock life
insurance company and become a wholly-owned subsidiary of MetLife, Inc. Each
policyholders' membership interest will be extinguished on the effective date
and, in consideration thereof, each eligible policyholder will be entitled to
receive, in exchange for that interest, trust interests representing shares of
common stock, cash or an adjustment to their policy values in the form of policy
credits, as provided in the plan.
The accompanying unaudited interim condensed consolidated statement of
income for the nine months ended September 30, 1999 includes an extraordinary
charge of $77 (net of income taxes of $15) related to costs associated with the
demutualization.
5. DEBT
In connection with the exchange offer to holders of General American Life
Insurance Company funding agreements, the Company incurred approximately $3.2
billion of short-term debt, which consisted primarily of commercial paper having
a weighted average interest rate of 5.37% and a weighted average maturity of 27
days. In addition, the Company obtained an additional committed credit facility
of $5 billion (364-day facility expiring in September 2000). This facility
serves as backup for the Company's commercial paper program and bears interest
F-53
<PAGE> 270
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
at various rates under specified borrowing scenarios. At September 30, 1999,
there were no borrowings outstanding under this facility.
6. OTHER COMPREHENSIVE INCOME (LOSS)
The following table sets forth the reclassification adjustments required
for the nine months ended September 30, 1999 and 1998 to avoid double-counting
in comprehensive income (loss) items that are included as part of net income for
the current period that have been reported as a part of other comprehensive
income (loss) in the current or a prior period:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Holding (losses) gains on investments arising during the
period...................................................... $(5,344) $1,816
Income tax effect of holding gains or losses................ 1,945 (625)
Reclassification adjustments:
Realized holding gains included in current period net
income................................................. (10) (561)
Amortization of premium and discount on investments....... (259) (314)
Realized holding (losses) gains allocated to other
policyholder amounts................................... (37) 105
Income tax effect......................................... 111 265
Allocation of holding losses (gains) on investments relating
to other policyholder amounts............................. 2,999 (595)
Income tax effect of allocation of holding gains and losses
to other policyholder amounts............................. (1,091) 205
------- ------
Net unrealized investment (losses) gains.................... (1,686) 296
Foreign currency translation adjustments arising during the
period.................................................... 25 (110)
Reclassification adjustment for sale of investment in
foreign operation......................................... -- 2
------- ------
Other comprehensive income (loss)........................... $(1,661) $ 188
======= ======
</TABLE>
7. NET REALIZED INVESTMENT GAINS (LOSSES)
Net realized investment gains (losses), including changes in valuation
allowances, for the nine months ended September 30, 1999 and 1998 were as
follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Fixed maturities............................................ $(338) $ (80)
Equity securities........................................... 16 327
Mortgage loans on real estate............................... (1) 10
Real estate and real estate joint ventures.................. 6 181
Other limited partnership interests......................... 191 162
Other....................................................... (88) 587
----- ------
(214) 1,187
Amounts allocable to:
Future policy benefit loss recognition...................... -- (60)
Deferred policy acquisition costs........................... 26 (5)
Participating pension contracts............................. 11 (39)
----- ------
$(177) $1,083
===== ======
</TABLE>
Realized investment gains (losses) have been reduced by (1) deferred policy
acquisition amortization to the extent that such amortization results from
realized investment gains and losses, (2) additions to future policy benefits
resulting from the need to establish additional liabilities due to the
recognition of investment gains, and (3) additions to participating
contractholder accounts when amounts equal to such investment gains and losses
are credited
F-54
<PAGE> 271
METROPOLITAN LIFE INSURANCE COMPANY
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS -- (CONTINUED)
to the contractholders' accounts. This presentation may not be comparable to
presentations made by other insurers.
8. FEDERAL INCOME TAXES
Federal income taxes for interim periods have been computed using an
estimated annual effective tax rate. This rate is revised, if necessary, at the
end of each successive interim period to reflect the current estimate of the
annual effective tax rate.
9. ACQUISITIONS AND DISPOSITIONS
On November 3, 1999, the Company completed its acquisition of the
individual disability income business of Lincoln National Life Insurance
Company. The Company will provide administrative services and has assumed the
associated liabilities under an indemnity reinsurance agreement. Under the
reinsurance agreement, the Company assumed liabilities of approximately $480.
On September 30, 1999, the Company acquired the standard personal lines
property and casualty insurance operations of The St. Paul Companies for
approximately $267. This purchase resulted in an increase in assets and
liabilities of $1,006 and $739, respectively.
On August 26, 1999, the Company announced that it had entered into an
agreement to acquire GenAmerica Corporation for approximately $1,200. GenAmerica
Corporation is a holding company which includes General American Life Insurance
Company. GenAmerica also owned, at September 30, 1999, approximately 53% of the
outstanding common stock of Reinsurance Group of America, a provider of
reinsurance, and 62% of the outstanding common stock of Conning Corporation, an
asset manager. Total assets, revenues and net income of GenAmerica Corporation
were approximately $28,949, $3,864 and $114, respectively, at or for the year
ended December 31, 1998. This transaction is expected to be completed in the
first quarter of 2000.
In connection with the acquisition of GenAmerica Corporation, the Company
offered each holder of a General American Life Insurance Company funding
agreement the option to exchange its funding agreement for a funding agreement
of the Company with substantially identical terms and conditions or receive cash
equal to the principal amount of the funding agreement and accrued interest. The
Company completed the funding agreement exchange offer on September 29, 1999. In
connection with this exchange offer, General American Life Insurance Company
transferred assets and liabilities totaling $5,709 to the Company. The $5,709 of
assets consisted of $1,926 of cash and $3,783 of invested assets at fair value.
On October 1, 1999, funding agreements totaling $5,136 were redeemed for cash.
General American Life Insurance Company will pay the Company a $120 risk premium
in connection with the assumption of the funding agreements. This transaction,
and a transfer of $43 in assets and liabilities relating to General American
Life Insurance Company guaranteed interest contracts, resulted in increases in
noncash assets and liabilities of $3,826 and $5,752, respectively for the nine
months ended September 30, 1999.
During the nine months ended September 30, 1998, the Company sold MetLife
Capital Holdings, Inc. (a commercial finance company) and a substantial portion
of its Canadian operations, which resulted in a realized investment gain of
$587. Such sales resulted in reductions in assets and liabilities of $10,523 and
$3,681, respectively.
F-55
<PAGE> 272
UNDERWRITING
MetLife, Inc. has entered into an underwriting agreement with the U.S.
underwriters named below, with respect to the shares of common stock being
offered in the U.S. offering. Subject to certain conditions, each U.S.
underwriter has severally agreed to purchase the number of shares of common
stock indicated in the following table. -- and -- are the representatives of the
U.S. underwriters.
<TABLE>
<CAPTION>
U.S. UNDERWRITERS NUMBER OF SHARES
- ----------------- ----------------
<S> <C>
- --.......................................................... --
-------
Total....................................................... --
=======
</TABLE>
If the U.S. underwriters sell more shares than the total number set forth
in the table above, the U.S. underwriters have an option to buy up to an
additional -- shares of common stock from MetLife to cover such sales. They may
exercise that option for 30 days following the date of the U.S. offering. If any
shares are purchased pursuant to this option, the U.S. underwriters will
severally purchase shares in approximately the same proportion as set forth in
the table above.
The following table shows the per share and total underwriting discounts
and commissions to be paid by us to the U.S. underwriters. Such amounts are
shown assuming both no exercise and full exercise of the U.S. underwriters'
option to purchase additional shares.
<TABLE>
<CAPTION>
NO EXERCISE FULL EXERCISE
----------- -------------
<S> <C> <C>
Per Share................................................... $ -- $ --
Total....................................................... $ -- $ --
</TABLE>
Shares sold by the U.S. underwriters will be offered to the public at the
initial public offering price set forth on the cover page of this prospectus.
Any shares sold by the U.S. underwriters to securities dealers may be sold at a
discount of up to $-- per share from the initial public offering price. Any such
securities dealers may resell any shares purchased from the U.S. underwriters to
certain other brokers or dealers at a discount of up to $-- per share from the
initial public offering price. If all of the shares are not sold at the initial
public offering price, the representatives of the U.S. underwriters may change
the offering price and the other selling terms.
MetLife, Inc. has entered into an underwriting agreement with the
international underwriters for the sale of -- shares of common stock outside of
the United States. The terms and conditions of both the U.S. offering and the
international offering are the same and the sale of shares of common stock in
both offerings are conditioned on each other. -- and -- are the representatives
of the international underwriters. MetLife has granted the international
underwriters a similar option to purchase up to an additional -- shares of
common stock. References in this prospectus to the "underwriters" refer to both
the U.S. underwriters and the international underwriters.
The underwriters for both of the offerings have entered into an agreement
in which they agree to restrictions on where and to whom they and any dealer
purchasing from them may offer shares of common stock as a part of the
distribution of the shares. The underwriters also have agreed that they may sell
shares of common stock among each of the underwriting groups.
We agreed with the underwriters not to issue, sell, dispose of or hedge any
common stock or securities convertible into or exchangeable for shares of common
stock during the period from the date of this prospectus continuing through the
date 180 days after the date of this prospectus, except with the prior written
consent of --. This agreement does not apply to shares of common stock issued to
the MetLife Policyholder Trust in connection with the demutualization or shares
of common stock issued pursuant to any of our existing employee benefit plans.
U-1
<PAGE> 273
Prior to the offerings, there has been no public market for our common
stock. The initial public offering price will be negotiated among MetLife, Inc.,
Metropolitan Life Insurance Company and the representatives of the underwriters.
Among the factors to be considered in determining the initial public offering
price of the common stock, in addition to prevailing market conditions, will be
our historical performance, estimates of our business potential and earnings
prospects, an assessment of our management and the consideration of the above
factors in relation to market valuation of companies in related businesses. In
addition, the final terms of the offering, including the initial public offering
price, will be subject to the approval of the New York Superintendent of
Insurance.
We are applying to list the common stock on the New York Stock Exchange
under the symbol "MET". In order to meet one of the requirements for listing the
common stock on the NYSE, the underwriters have undertaken to sell lots of 100
or more shares to a minimum of 2,000 beneficial holders.
In connection with the offerings, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offerings.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the common
stock while the offerings are in progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives of the underwriters have
repurchased shares sold by or for the account of such underwriter in stabilizing
or short covering transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the common stock. As a result, the price of the
common stock may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on the NYSE, in the
over-the-counter market or otherwise.
The underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares offered.
We estimate that the expenses of the offerings, excluding underwriting
discounts and commissions, will be approximately $--.
We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
U-2
<PAGE> 274
ANNEX
A
<TABLE>
<S> <C>
LOGO
PRICEWATERHOUSECOOPERS LLP
600 Lee Road
Wayne PA 19087
Telephone (610) 993 3864
Direct Fax (610) 993 3900
</TABLE>
November 16, 1999
The Board of Directors
The Metropolitan Life Insurance Company
One Madison Avenue
New York, NY 10010-3690
Re: Plan of Reorganization of the Metropolitan Life Insurance Company
(MetLife), dated, September 28, 1999 as amended and restated on November
16, 1999
STATEMENT OF ACTUARIAL OPINION
QUALIFICATIONS
I, Kenneth M. Beck, a Principal with the firm of PricewaterhouseCoopers LLP
(PwC) and a member of the American Academy of Actuaries, am qualified under the
Academy's Qualification Standards to render the opinions set forth herein. This
opinion is provided pursuant to the Engagement Letter between PwC and MetLife
dated January 1, 1998. MetLife's Plan of Reorganization is carried out under
Section 7312 of the New York Insurance Law. This opinion is not a legal opinion
regarding the Plan, and does not address the overall fairness of the Plan.
Rather, it reflects the application of actuarial concepts and standards of
practice to the requirements set forth in Section 7312.
RELIANCE
I and other PwC staff acting under my direction received from MetLife extensive
information concerning MetLife's past and present financial experience and the
characteristics of its policies. In all cases, we were provided with the
information we required. We relied on the accuracy and completeness of the data
and assumptions supplied by MetLife and did not independently verify that
information. Where possible, the information was reviewed for general
reasonableness and in certain circumstances the data was reconfirmed with
MetLife.
Certain information was provided to me under the direction of MetLife's
Executive Vice President and Chief Actuary, Judy Weiss, F.S.A., M.A.A.A.
Information included:
a) expected future cash flows from assets held by MetLife; and
b) MetLife's experience underlying its 1999 dividend scales.
I relied on the completeness and accuracy of the data provided by Ms. Weiss.
My opinion depends upon the substantial accuracy of the information described
above that was provided by MetLife (the "MetLife Data").
PROCESS
In all cases, I and other PwC staff acting under my direction either derived the
results on which my opinions rest or reviewed derivations carried out by MetLife
employees.
A-1
<PAGE> 275
Board of Directors Page 2
MetLife Actuarial Opinion November 16, 1999
- --------------------------------------------------------------------------------
OPINION #1
In my opinion, the plan for allocation of consideration to Eligible
Policyholders (as defined in the Plan) as set forth in Article VII of the Plan
of Reorganization is fair and equitable to MetLife policyholders as required by
Section 7312 of the New York Insurance Law.
DISCUSSION
The distribution described in Article VII of the Plan takes into account the
ratio of the positive sum of the estimated past and future contributions to
MetLife surplus, if any, of each participating Policy and Contract owned by each
Eligible Policyholder to the total of all such positive sums.
Most of the consideration to be distributed to policyholders is allocated on
this basis. Under Section 7312 of the New York Insurance Law, there is no
specific guidance given for the allocation of consideration in a "Method Four"
reorganization, but policyholder contributions are specifically identified as an
acceptable approach to allocation of consideration under other methods of
reorganization within this section of the law. In addition, the contribution
method is recognized in the actuarial literature as an appropriate method. I
therefore find that the use of "actuarial contribution" as the principal basis
underlying the allocation of consideration is fair and equitable.
The distribution to policyholders also takes into account, to a lesser extent,
the fact that policyholders have intangible membership rights that are
independent of their actuarial contributions. Each Eligible Policyholder
(participating or non-participating) is, under the Plan, allocated a fixed
number of shares of common stock without regard to the contribution of that
policyholder or of the class or classes in which policies held by the
policyholder happen to reside. Under the Plan, the percentage of the total
consideration that is allocated in this manner is significantly less than that
allocated in proportion to positive contributions, which is appropriate as well
as consistent with the approach used in previous demutualizations.
OPINION #2
The Closed Block is described in Article VIII of the MetLife Plan of
Reorganization (the "Plan"). In my opinion:
1. The objective of the Closed Block as being for the exclusive benefit of the
policies included therein for policyholder dividend purposes only as set
forth in Article VIII of the Plan is consistent with Section 7312 of the New
York Insurance Law.
2. The operations of the Closed Block as set forth in Article VIII of the Plan
and described in the Closed Block Memorandum, including the determination of
the required initial funding and the manner in which cash flows are charged
and credited to the Closed Block, are consistent with the objectives of the
Closed Block.
3. MetLife's assets (Closed Block funding) set aside as of December 31, 1998
(including subsequent adjustments as provided for in the Closed Block
Memorandum), to establish the Closed Block, as set forth in Article VIII of
the Plan (including the Closed Block Memorandum), are adequate because they
are expected to produce cash flows which, together with anticipated revenues
from the Closed Block Business, is reasonably expected to be sufficient to
support the Closed Block Business including, but not limited to, provisions
for payment of claims and certain expenses and taxes, and to provide for
continuation of dividend scales payable in 1999, if the experience underlying
such scales continues.
4. The Plan is consistent with the objective of the Closed Block as it provides
a vehicle for MetLife's management to make appropriate adjustments to future
dividend scales, where necessary, if the underlying experience changes from
the experience underlying such dividend scales.
A-2
<PAGE> 276
Board of Directors Page 3
MetLife Actuarial Opinion November 16, 1999
- --------------------------------------------------------------------------------
DISCUSSION
As to (1) above, Section 7312 of the New York Insurance Law provides for a
Mutual Life Insurance Company to convert to a Stock Life Insurance Company using
one of four "methods" as outlined in the law. MetLife is converting to a stock
company using Method Four. Method Four within Section 7312 does not contain
specific language that addresses the establishment of a Closed Block. Methods
One and Two of Section 7312 both contain language that address the establishment
of a Closed Block. The establishment of a Closed Block by MetLife, as set forth
in Article VIII of the Plan, is consistent with (a) the objectives and
guidelines contained in Methods One and Two of Section 7312, (b) with prior
demutualizations of mutual life insurance companies domiciled in New York and,
(c) current Actuarial Standards of Practice.
As to (2) above, my opinion is based on my findings that those matters are
consistent with the objective of the Closed Block. I have specifically
considered that the cash flow items to be charged against or credited to the
Closed Block as set forth in Article VIII of the Plan (including the Closed
Block Memorandum), have been incorporated on a consistent basis in the
determination of the Closed Block funding amount.
As to (3) above, the Closed Block was funded as of January 1, 1999 (including a
planned final adjustment after the Effective Date of the conversion), based on a
projection as of that date. The opinion above rests in part on that projection,
which extends over the future life of all policies assigned to the Closed Block.
That projection, which is based on the experience underlying the 1999 Dividend
Scale and on the cash flows expected from assets allocable to the Closed Block,
indicates that the assets, together with anticipated revenues from the Closed
Block Business, are reasonably expected to be sufficient to provide for the
continuation of that scale if the experience is unchanged.
As to (4) above, the criteria set forth in Article VIII of the Plan for
modifying the dividend scales if the experience changes (from that underlying
the 1999 Dividend Scale) are such that, if followed, the Closed Block
policyholders will be treated in a manner consistent with the contribution
principle for dividend determination. The operation of the Closed Block as set
forth in Article VIII is consistent with actuarial practices as described in
Actuarial Standard of Practice #15.
Sincerely,
/s/ Kenneth M. Beck
Kenneth M. Beck, F.S.A., M.A.A.A.
Principal for PricewaterhouseCoopers LLP
KMB/eam
Sincerely,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
A-3
<PAGE> 277
- ---------------------------------------------------------
- ---------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS
AN OFFER TO SELL OR TO BUY ONLY THE SHARES OFFERED HEREBY, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.
-------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary...................... 3
Risk Factors............................ 17
Use of Proceeds......................... 29
Dividend Policy......................... 30
Capitalization.......................... 31
Selected Financial Information.......... 32
Pro Forma Consolidated Financial
Information........................... 39
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................ 51
The Demutualization..................... 96
Business................................ 109
Management.............................. 186
Ownership of Common Stock............... 202
Common Stock Eligible for Future Sale... 204
Description of Capital Stock............ 205
Validity of Common Stock................ 212
Experts................................. 212
Additional Information.................. 212
Glossary................................ G-1
Index to Consolidated Financial
Statements............................ F-1
Underwriting............................ U-1
Opinion of Consulting Actuary........... A-1
</TABLE>
Through and including , 2000 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to a dealer's obligation to deliver a prospectus when acting
as an underwriter and with respect to an unsold allotment or subscription.
- ---------------------------------------------------------
- ---------------------------------------------------------
- ---------------------------------------------------------
- ---------------------------------------------------------
-- SHARES
METLIFE, INC.
COMMON STOCK
------------------
[LOGO]
------------------
- ---------------------------------------------------------
- ---------------------------------------------------------
<PAGE> 278
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses expected to be incurred in
connection with the issuance and distribution of the common stock registered
hereby, all of which expenses, except for the SEC registration fee, the New York
Stock Exchange listing fee and the NASD filing fee, are estimates:
<TABLE>
<CAPTION>
DESCRIPTION AMOUNT
- ----------- ------
<S> <C>
SEC registration fee........................................ $1,810,781
New York Stock Exchange listing fee and expenses............ *
NASD filing fee............................................. 30,500
Blue Sky fees and expenses (including legal fees)........... *
Printing and engraving expenses............................. *
Legal fees and expenses (other than Blue Sky)............... *
Accounting fees and expenses................................ *
Transfer Agent and Registrar's fee.......................... *
Miscellaneous............................................... *
----------
TOTAL............................................. $ *
==========
</TABLE>
- ---------------
* To be furnished by amendment
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our directors and officers may be indemnified against liabilities, fines,
penalties and claims imposed upon or asserted against them as provided in the
Delaware General Corporation Law and our Certificate of Incorporation and
By-Laws. Such indemnification covers all costs and expenses incurred by a
director or officer. The Board of Directors, by a majority vote of a quorum of
disinterested directors or, under certain circumstances, independent counsel
appointed by the Board of Directors, must determine that the director or officer
seeking indemnification was not guilty of willful misconduct or a knowing
violation of the criminal law. In addition, the Delaware General Corporation Law
and our Certificate of Incorporation may under certain circumstances eliminate
the liability of directors and officers in a stockholder or derivative
proceeding.
If the person involved is not a director or officer of MetLife, Inc., the
Board of Directors may cause MetLife, Inc. to indemnify, to the same extent
allowed for our directors and officers, such person who was or is a party to a
proceeding by reason of the fact that he is or was our employee or agent, or is
or was serving at our request as director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.
We have in force and effect a policy insuring our directors and officers
against losses which they or any of them shall become legally obligated to pay
for by reason of any actual or alleged error or misstatement or misleading
statement or act or omission or neglect or breach of duty by the directors and
officers in the discharge of their duties, individually or collectively, or any
matter claimed against them solely by reason of their being directors or
officers. Such coverage is limited by the specific terms and provisions of the
insurance policy.
Pursuant to the underwriting agreements, in the forms filed as exhibits to
the Registration Statement, the underwriters under the underwriting agreements
will agree to indemnify directors and officers of MetLife, Inc. and persons
controlling MetLife, Inc., within the meaning of the
II-1
<PAGE> 279
Securities Act of 1933, as amended, against certain liabilities that might arise
out of or are based upon certain information furnished to us by any such
indemnifying party.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
MetLife, Inc. will distribute approximately 576,000,000 shares of common
stock to a trust for the benefit of eligible policyholders in the
demutualization. Exemption from registration under the Securities Act for such
distribution will be claimed under Section 3(a)(10) of the Securities Act based
on the New York Superintendent of Insurance's approval of the plan of
reorganization.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. See Exhibit Index following the signature pages to this
registration statement.
(b) Financial Statement Schedules.
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report................................ II-3
Schedule I -- Summary of Investments -- Other Than
Investments In Affiliates at December 31, 1998............ II-4
Schedule III -- Supplementary Insurance Information for the
years ended December 31, 1998, 1997 and 1996.............. II-5
Schedule IV -- Reinsurance for the years ended December 31,
1998, 1997 and 1996....................................... II-6
</TABLE>
II-2
<PAGE> 280
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Policyholders of
Metropolitan Life Insurance Company:
We have audited the consolidated financial statements of Metropolitan Life
Insurance Company and subsidiaries (the "Company") as of December 31, 1998 and
1997, and the related consolidated statements of income, equity and cash flows
for each of the three years in the period ended December 31, 1998, and have
issued our report thereon dated February 4, 1999; such consolidated financial
statements and report are included in the Prospectus which is a part of this
Registration Statement of MetLife, Inc. on Form S-1. Our audits also included
the consolidated financial statement schedules of the Company, listed in Item
16(b). These consolidated financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion based
on our audits. In our opinion, such consolidated financial statement schedules,
when considered in relation to the basic consolidated financial statements taken
as a whole, present fairly in all material respects the information set forth
therein.
/s/DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
New York, New York
February 4, 1999
II-3
<PAGE> 281
METROPOLITAN LIFE INSURANCE COMPANY
SCHEDULE I
SUMMARY OF INVESTMENTS -- OTHER THAN INVESTMENTS IN AFFILIATES
AT DECEMBER 31, 1998
(IN MILLIONS)
<TABLE>
<CAPTION>
AMOUNT AT
ESTIMATED WHICH SHOWN ON
TYPE OF INVESTMENT COST (A) FAIR VALUE BALANCE SHEET
- ------------------ -------- ---------- --------------
<S> <C> <C> <C>
Fixed maturities:
Bonds:
United States Government and government agencies
and authorities............................... $ 6,640 $ 7,747 $ 7,747
States, municipalities and political
subdivisions.................................. 597 623 623
Foreign governments............................. 3,435 3,601 3,601
Public utilities................................ 9,074 9,610 9,610
Convertibles and bonds with warrants attached... 69 74 74
All other corporate bonds....................... 37,234 38,904 38,904
Mortgage and asset-backed securities............... 26,456 26,979 26,979
International...................................... 12,438 13,214 13,214
Redeemable preferred stocks........................ 15 15 15
-------- -------- --------
Total fixed maturities.......................... 95,958 100,767 100,767
Equity securities:
Common stocks:
Public utilities................................ 20 35 35
Banks, trust and insurance companies............ 154 334 334
Industrial, miscellaneous and all other......... 1,112 1,763 1,763
Nonredeemable preferred stocks..................... 222 208 208
-------- -------- --------
Total equity securities......................... 1,508 2,340 2,340
Mortgage loans on real estate........................ 17,000 17,793 16,827
Policy loans......................................... 5,600 6,143 5,600
Real estate and real estate joint ventures........... 6,133 -- 6,133
Real estate acquired in satisfaction of debt......... 154 -- 154
Limited partnership interests........................ 964 -- 964
Short-term investments............................... 1,369 1,369 1,369
Other invested assets................................ 1,567 -- 1,567
-------- -------- --------
TOTAL INVESTMENTS.................................. $130,253 $135,721
======== ========
</TABLE>
- ---------------
(A) Cost for fixed maturities and mortgage loans on real estate represents
original cost, reduced by repayments and writedowns and adjusted for
amortization of premiums or accretion of discount; for equity securities,
cost represents original cost; for real estate, cost represents original
cost reduced by writedowns and adjusted for depreciation; for real estate
joint ventures and limited partnership interests, cost represents original
cost adjusted for equity in earnings and distributions and reduced for
writedowns.
II-4
<PAGE> 282
METROPOLITAN LIFE INSURANCE COMPANY
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(IN MILLIONS)
<TABLE>
<CAPTION>
DEFERRED POLICY FUTURE POLICY POLICYHOLDER POLICYHOLDER
ACQUISITION BENEFITS AND OTHER ACCOUNT DIVIDENDS UNEARNED PREMIUM REVENUE
SEGMENT COSTS POLICYHOLDER FUNDS BALANCES PAYABLE REVENUE AND POLICY CHARGES
------- --------------- ------------------ ------------ ------------ -------- ------------------
<S> <C> <C> <C> <C> <C> <C>
1998
Individual................... $6,216 $43,026 $27,109 $ 687 $749 $ 5,140
Institutional................ 82 30,900 18,253 248 5 5,634
Auto & Home.................. 57 1,477 -- -- -- 1,403
International................ 205 891 1,132 12 8 686
Asset Management............. -- -- -- -- -- --
Corporate.................... -- 1 -- -- -- --
Consolidation/Elimination.... -- (295) -- -- -- --
------ ------- ------- ------ ---- -------
$6,560 $76,000 $46,494 $ 947 $762 $12,863
====== ======= ======= ====== ==== =======
1997
Individual................... $5,912 $42,274 $27,222 $ 628 $562 $ 5,182
Institutional................ 40 30,038 19,167 341 4 5,115
Auto & Home.................. 56 1,509 -- -- -- 1,354
International................ 428 3,458 2,154 -- 3 1,045
Asset Management............. -- -- -- -- -- --
Corporate.................... -- 1 -- -- -- --
Consolidation/Elimination.... -- (3) -- -- -- --
------ ------- ------- ------ ---- -------
$6,436 $77,277 $48,543 $ 969 $569 $12,696
====== ======= ======= ====== ==== =======
1996
Individual................... $6,495 $40,582 $24,568 $1,495 $575 $ 5,288
Institutional................ 29 27,090 20,839 322 2 5,051
Auto & Home.................. 56 1,562 -- -- -- 1,316
International................ 647 3,660 2,267 -- 118 933
Asset Management............. -- -- -- -- -- --
Corporate.................... -- 1 -- -- -- --
Consolidation/Elimination.... -- (55) -- -- -- --
------ ------- ------- ------ ---- -------
$7,227 $72,840 $47,674 $1,817 $695 $12,588
====== ======= ======= ====== ==== =======
</TABLE>
<TABLE>
<CAPTION>
AMORTIZATION OF
AMORTIZATION OF DEFERRED POLICY
DEFERRED POLICY ACQUISITION COSTS
ACQUISITION COSTS CHARGED AGAINST NET OTHER
INVESTMENT POLICYHOLDER BENEFITS CHARGED TO REALIZED INVESTMENT OPERATING
SEGMENT INCOME, NET AND INTEREST CREDITED OTHER EXPENSES GAINS (LOSSES) EXPENSES
------- ----------- --------------------- ----------------- ------------------- ---------
<S> <C> <C> <C> <C> <C>
1998
Individual................. $ 5,480 $ 6,059 $364 $240 $3,676
Institutional.............. 3,885 7,615 9 -- 1,746
Auto & Home................ 81 869 166 -- 380
International.............. 343 686 48 -- 368
Asset Management........... 75 -- -- -- 799
Corporate.................. 682 (10) -- -- 2,524
Consolidation/Elimination... (318) -- -- -- (309)
------- ------- ---- ---- ------
$10,228 $15,219 $587 $240 $9,184
======= ======= ==== ==== ======
1997
Individual................. $ 4,754 $ 6,025 $546 $ 60 $3,178
Institutional.............. 3,754 7,253 3 -- 1,480
Auto & Home................ 71 834 166 -- 354
International.............. 504 1,006 56 10 538
Asset Management........... 87 -- -- -- 679
Corporate.................. 895 -- -- -- 1,118
Consolidation/Elimination... (574) -- -- -- (442)
------- ------- ---- ---- ------
$ 9,491 $15,118 $771 $ 70 $6,905
======= ======= ==== ==== ======
1996
Individual................. $ 4,604 $ 6,044 $445 $ (6) $2,907
Institutional.............. 3,446 7,364 2 -- 1,073
Auto & Home................ 71 891 168 -- 322
International.............. 523 856 18 10 511
Asset Management........... 60 -- -- -- 498
Corporate.................. 761 (1) -- -- 923
Consolidation/Elimination... (487) -- -- -- (384)
------- ------- ---- ---- ------
$ 8,978 $15,154 $633 $ 4 $5,850
======= ======= ==== ==== ======
<CAPTION>
PREMIUMS WRITTEN
SEGMENT (EXCLUDING LIFE)
------- ----------------
<S> <C>
1998
Individual................. $ N/A
Institutional.............. N/A
Auto & Home................ 1,432
International.............. 26
Asset Management........... N/A
Corporate.................. N/A
Consolidation/Elimination.. N/A
------
$1,458
======
1997
Individual................. $ N/A
Institutional.............. N/A
Auto & Home................ 1,555
International.............. 12
Asset Management........... N/A
Corporate.................. N/A
Consolidation/Elimination.. N/A
------
$1,567
======
1996
Individual................. $ N/A
Institutional.............. N/A
Auto & Home................ 1,304
International.............. 6
Asset Management........... N/A
Corporate.................. N/A
Consolidation/Elimination.. N/A
------
$1,310
======
</TABLE>
II-5
<PAGE> 283
METROPOLITAN LIFE INSURANCE COMPANY
SCHEDULE IV
REINSURANCE
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(IN MILLIONS)
<TABLE>
<CAPTION>
PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
------ --------- ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31, 1998
Life insurance in force............................... $1,652,179 $167,941 $11,435 $1,495,673 0.8%
========== ======== ======= ========== ====
INSURANCE PREMIUMS
Life insurance.................................. $ 9,572 $ 1,281 $ 313 $ 8,604 3.6%
Accident and health............................. 1,718 301 53 1,470 3.6%
Property and casualty insurance................. 1,473 87 43 1,429 3.0%
---------- -------- ------- ---------- ----
TOTAL INSURANCE PREMIUMS..................... $ 12,763 $ 1,669 $ 409 $ 11,503 3.6%
========== ======== ======= ========== ====
FOR THE YEAR ENDED DECEMBER 31, 1997
Life insurance in force............................. $1,699,690 $ 49,452 $17,748 $1,667,986 1.1%
========== ======== ======= ========== ====
INSURANCE PREMIUMS
Life insurance.................................. $ 9,556 $ 1,210 $ 227 $ 8,573 2.6%
Accident and health............................. 1,753 497 83 1,339 6.2%
Property and casualty insurance................. 1,419 103 50 1,366 3.7%
---------- -------- ------- ---------- ----
TOTAL INSURANCE PREMIUMS..................... $ 12,728 $ 1,810 $ 360 $ 11,278 3.2%
========== ======== ======= ========== ====
FOR THE YEAR ENDED DECEMBER 31, 1996
Life insurance in force............................. $1,604,036 $ 30,996 $17,584 $1,590,624 1.1%
========== ======== ======= ========== ====
INSURANCE PREMIUMS
Life insurance.................................. $ 9,626 $ 1,222 $ 294 $ 8,698 3.4%
Accident and health............................. 1,440 276 160 1,324 12.1%
Property and casualty insurance................. 1,386 117 54 1,323 4.1%
---------- -------- ------- ---------- ----
TOTAL INSURANCE PREMIUMS..................... $ 12,452 $ 1,615 $ 508 $ 11,345 4.5%
========== ======== ======= ========== ====
</TABLE>
II-6
<PAGE> 284
All schedules, other than those listed above, are omitted because the
information is not required or because the information is included in the
Consolidated Financial Statements or Notes thereto.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To provide to the underwriters at the closing specified in the
underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to
each purchaser.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended ("Act") may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions described under Item 14 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(c) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(d) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-7
<PAGE> 285
SIGNATURES
Pursuant to the requirements of the Act, the registrant has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York, New York on November 23, 1999.
MetLife, Inc.
By: /s/ ROBERT H. BENMOSCHE
------------------------------------
Name: Robert H. Benmosche
Title: Chairman, President and
Chief
Executive Officer
II-8
<PAGE> 286
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Robert H. Benmosche and Gary A. Beller, or any of them, as such person's
attorney-in-fact, with full power of substitution and resubstitution, to sign
and file on such person's behalf individually and in each capacity stated below
any and all amendments (including post-effective amendments) to this
registration statement and any subsequent registration statement filed by
MetLife, Inc. pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
as fully as such person could do in person, hereby verifying and confirming all
that such attorney-in-fact, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ROBERT H. BENMOSCHE Chairman, President, Chief November 23, 1999
- --------------------------------------------- Executive Officer and Director
Robert H. Benmosche
/s/ CURTIS H. BARNETTE Director November 23, 1999
- ---------------------------------------------
Curtis H. Barnette
/s/ GERALD CLARK Vice-Chairman, Chief Investment November 23, 1999
- --------------------------------------------- Officer and Director
Gerald Clark
/s/ JOAN GANZ COONEY Director November 23, 1999
- ---------------------------------------------
Joan Ganz Cooney
/s/ BURTON A. DOLE, JR. Director November 23, 1999
- ---------------------------------------------
Burton A. Dole, Jr.
/s/ JAMES R. HOUGHTON Director November 23, 1999
- ---------------------------------------------
James R. Houghton
/s/ HARRY P. KAMEN Director November 23, 1999
- ---------------------------------------------
Harry P. Kamen
/s/ HELENE L. KAPLAN Director November 23, 1999
- ---------------------------------------------
Helene L. Kaplan
/s/ CHARLES M. LEIGHTON Director November 23, 1999
- ---------------------------------------------
Charles M. Leighton
/s/ ALLEN E. MURRAY Director November 23, 1999
- ---------------------------------------------
Allen E. Murray
/s/ STEWART G. NAGLER Vice-Chairman, Chief Financial November 23, 1999
- --------------------------------------------- Officer and Director
Stewart G. Nagler
/s/ JOHN J. PHELAN, JR. Director November 23, 1999
- ---------------------------------------------
John J. Phelan, Jr.
</TABLE>
II-9
<PAGE> 287
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ HUGH B. PRICE Director November 23, 1999
- ---------------------------------------------
Hugh B. Price
/s/ ROBERT G. SCHWARTZ Director November 23, 1999
- ---------------------------------------------
Robert G. Schwartz
/s/ RUTH J. SIMMONS Director November 23, 1999
- ---------------------------------------------
Ruth J. Simmons
/s/ WILLIAM C. STEERE, JR. Director November 23, 1999
- ---------------------------------------------
William C. Steere, Jr.
</TABLE>
II-10
<PAGE> 288
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
1.1 Form of Underwriting Agreement*
2.1 Plan of Reorganization
3.1 Form of Amended and Restated Certificate of Incorporation of
MetLife, Inc.
3.2 Form of Amended and Restated By-Laws of MetLife, Inc.
4.1 Form of Certificate for the Common Stock, par value $0.01
per share*
5.1 Opinion of Debevoise & Plimpton*
10.1 MetLife Long-Term Performance Compensation Plan*
10.2 MetLife Annual Variable Incentive Plan*
10.3 Form of Employment Continuation Agreement with Messrs.
Benmosche, Clark and Nagler
10.4 Form of Employment Continuation Agreement with Mr. Henrikson
10.5 Form of Employment Continuation Agreement with Mr. Benson*
10.6 Form of Stockholder Rights Agreement
10.7 MetLife, Inc. 2000 Stock Incentive Plan
10.8 MetLife, Inc. 2000 Directors Stock Plan
10.9 New England Financial (NEF) Long-Term Incentive Plan (LTI)*
10.10 The New England Short-Term Incentive Plan*
10.11 Employment Agreement between New England Life Insurance
Company and James M. Benson*
10.12 Policyholder Trust Agreement
10.13 Excess Asbestos Indemnity Insurance Policy, dated as of
December 31, 1998, between Stockwood Reinsurance Company,
Ltd. and Metropolitan Life Insurance Company*
10.14 Excess Asbestos Indemnity Insurance Policy, dated as of
December 31, 1998, between European Reinsurance
Corporation of America and Metropolitan Life Insurance
Company*
10.15 Aggregate Excess of Loss Reinsurance Agreement, dated as of
December 31, 1998, between Stockwood Reinsurance Company,
Ltd. and Metropolitan Life Insurance Company*
10.16 Excess Asbestos Indemnity Insurance Policy, dated as of
December 31, 1998, between Granite State Insurance Company
and Metropolitan Life Insurance Company*
10.17 Aggregate Excess of Loss Reinsurance Agreement, dated as of
December 31, 1998, between American International Life
Assurance Company of New York and Metropolitan Life
Insurance Company*
21.1 Subsidiaries of the Registrant*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Debevoise & Plimpton (included in Exhibit 5.1)*
24.1 Powers of Attorney (included on the signature page of this
Registration Statement)
27.1 Financial Data Schedule
</TABLE>
- ---------------
* To be filed by amendment.
<PAGE> 1
EXHIBIT 2.1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
METROPOLITAN LIFE INSURANCE COMPANY
PLAN OF REORGANIZATION
UNDER SECTION 7312
OF THE NEW YORK INSURANCE LAW
AS ADOPTED ON SEPTEMBER 28, 1999
(AND SUBSEQUENTLY AMENDED AND RESTATED)
BY THE BOARD OF DIRECTORS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Plan of Reorganization
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE I: PURPOSE OF REORGANIZATION........................ 1
ARTICLE II: DEFINITIONS..................................... 1
ARTICLE III: FORM OF REORGANIZATION......................... 5
3.1 Method of Reorganization............................. 5
3.2 Basis for Choice of Method........................... 6
3.3 Establishment and Operation of the Trust............. 6
ARTICLE IV: PROPOSED CHARTER OF THE COMPANY................. 10
ARTICLE V: MANNER AND BASIS OF REORGANIZATION............... 10
5.1 Subsidiary of Holding Company; Certificate of
Incorporation and By-Laws............................ 10
5.2 Effectiveness of Plan................................ 10
5.3 Continuation of Corporate Existence; Company Name.... 12
5.4 Notice of Hearing.................................... 12
5.5 Notice of Vote....................................... 13
5.6 Policyholder Vote.................................... 13
5.7 Tax and SEC Considerations........................... 13
5.8 Other Opinions....................................... 15
ARTICLE VI: POLICY OWNERSHIP AND IN FORCE DATES............. 15
6.1 Determination of Ownership........................... 15
6.2 In Force Dates....................................... 16
6.3 Certain Group Policies and Contracts................. 17
ARTICLE VII: ALLOCATION AND PAYMENT OF POLICYHOLDER
CONSIDERATION.................................. 18
7.1 Allocation of Allocable Common Shares................ 18
7.2 Allocation of Aggregate Variable Component........... 19
7.3 Payment of Consideration............................. 19
7.4 ERISA Plans.......................................... 21
ARTICLE VIII: METHOD OF OPERATION FOR PARTICIPATING
BUSINESS...................................... 22
8.1 Establishment of the Closed Block.................... 22
8.2 Operation of the Closed Block........................ 22
8.3 Guaranteed Benefits.................................. 25
8.4 Other Participating Policies......................... 25
8.5 Former Policyholders of New England Mutual Life
Insurance Company...................................... 26
ARTICLE IX: PLAN OF OPERATION; NEW PARTICIPATING BUSINESS... 26
9.1 Plan of Operation.................................... 26
9.2 New Participating Business........................... 26
ARTICLE X: ADDITIONAL PROVISIONS............................ 26
10.1 Acquisition of Securities by Certain Officers,
Directors and Employees............................. 26
10.2 Adjustment of Share Numbers......................... 27
10.3 Notices............................................. 27
10.4 Amendment or Withdrawal of Plan..................... 27
10.5 Costs and Expenses.................................. 27
10.6 Governing Law....................................... 27
10.7 Corrections......................................... 27
</TABLE>
Plan of Reorganization
i
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C>
EXHIBITS
A. Closed Block Business
B. Other Participating Policies Outside the Closed Block
C. MetLife Policyholder Trust Agreement
D. Amended and Restated Charter of Metropolitan Life
Insurance Company
E. Amended and Restated Certificate of Incorporation of
MetLife, Inc.
F. Amended and Restated By-Laws of MetLife, Inc.
G. Amended and Restated By-Laws of Metropolitan Life
Insurance Company
H. Closed Block Assets
I. Plan of Operation
J. Purchase and Sale Program Procedures
SCHEDULES
1. Actuarial Contribution Principles and Methodologies
2. Closed Block Memorandum
3. Compensation Plans
a. MetLife, Inc. 2000 Stock Incentive Plan
b. MetLife, Inc. 2000 Directors Stock Plan
c. Other Stock-Based Compensation
4. Features of Other Capital Raising Transaction
Securities
5. Actuarial Contribution Memorandum
</TABLE>
Plan of Reorganization
ii
<PAGE> 4
PLAN OF REORGANIZATION
OF
METROPOLITAN LIFE INSURANCE COMPANY
UNDER SECTION 7312
OF THE NEW YORK INSURANCE LAW
This plan of reorganization provides for the conversion of Metropolitan
Life Insurance Company from a mutual life insurance company into a stock life
insurance company. As required by Section 7312(e)(1) of the New York Insurance
Law, the Board of Directors of the Company adopted this Plan at a meeting held
on September 28, 1999. The Board of Directors subsequently adopted this amended
and restated Plan. Capitalized terms used in this Plan are defined in Article
II.
ARTICLE I
PURPOSE OF REORGANIZATION
The main purpose of the conversion, which is referred to as a
reorganization under the New York Insurance Law, is to change our structure in a
way that will increase our potential for long-term growth and financial
strength. The Board believes that, by becoming a stock company, we can raise
money more efficiently and have greater flexibility to make acquisitions. This
will enable us to increase our market leadership, financial strength and
strategic position, providing additional security to our policyholders. The
Board also believes that the Reorganization will enable us to remain a leader in
helping people become financially secure.
As a result of the Reorganization, the Company will become a stock insurer
that is a subsidiary of MetLife, Inc., a publicly-traded company formed to be
our holding company. Consequently, we will be better able to acquire other
companies and to raise capital more efficiently. The Reorganization will also
make it easier for us to take advantage of changes in laws, if any, relating to
affiliations between insurance companies and other types of companies, such as
banks.
We will compensate our Eligible Policyholders for their respective
Policyholders' Membership Interests, which will be extinguished as part of the
Reorganization, by giving them shares of Common Stock (to be held through the
Trust), cash or Policy Credits. The economic value of this compensation is not
currently available to the Eligible Policyholders so long as the Company remains
a mutual company.
The Company has over 11 million policyholders. If each of these
policyholders individually held shares of stock in MetLife, Inc., it would have
a number of stockholders that is several times greater than that of today's
largest public corporations. Therefore, we will establish the Trust to hold the
shares of Common Stock allocated to Trust Eligible Policyholders. An Eligible
Policyholder who receives Interests in the Trust may withdraw shares of Common
Stock, purchase additional shares of Common Stock to be held in the Trust or
receive cash in exchange for these Interests under the rules set forth in this
Plan and the Trust Agreement. The Trust's primary purpose is to help MetLife,
Inc. efficiently manage the administration of the accounts of the Trust
Beneficiaries and the costs associated with such a large number of stockholders.
ARTICLE II
DEFINITIONS
As used in this Plan, the following terms have the following meanings:
"Actuarial Contribution" means the contribution of each Qualifying Policy
to the Company's surplus, as calculated according to the principles, assumptions
and methodologies set forth in this Plan and the Actuarial Contribution
Memorandum.
"Actuarial Contribution Memorandum" means the memorandum that sets forth
the principles, assumptions and methodologies for the calculation of the
Actuarial Contributions of Qualifying Policies. The Actuarial Contribution
Memorandum was adopted by the Board in accordance with Section 7.2(c)
concurrently with the adoption of this amended and restated Plan. The Actuarial
Contribution Memorandum is attached to this Plan as Schedule 5.
"Actuarial Contribution Principles and Methodologies" means the principles
and methodologies that were followed in preparing the Actuarial Contribution
Memorandum. This document is attached to this Plan as Schedule 1.
"Adoption Date" means September 28, 1999, the date this Plan was adopted by
the Board.
Plan of Reorganization
<PAGE> 5
"Aggregate Variable Component" means the aggregate variable component of
consideration for all Qualifying Policies determined pursuant to Section 7.1(b).
The Aggregate Variable Component represents the component of consideration
attributable to the Actuarial Contribution of those Qualifying Policies.
"Allocable Common Shares" means 700 million shares of Company Common Stock,
subject to adjustment pursuant to Section 10.2, representing the total number of
shares that will be allocated to Eligible Policyholders in accordance with this
Plan and the Actuarial Contribution Memorandum.
"Board" means the Board of Directors of the Company.
"Certificate", when used in relation to group insurance or annuity
Policies, means a certificate that evidences coverage under a group or master
Policy and that is issued to the Person covered.
"ChaseMellon" means ChaseMellon Shareholder Services, L.L.C., a limited
liability company organized under the laws of New Jersey.
"Clarica Life" means Clarica Life Insurance Company (formerly known as The
Mutual Life Assurance Company of Canada).
"Closed Block" means the accounting mechanism established to ensure that
the reasonable dividend expectations of policyholders who own Policies that are
part of the Closed Block Business are met, as more fully described in Article
VIII.
"Closed Block Business" means the Policies and certain associated riders
and benefits included in the Closed Block. These Policies include the types of
Policies listed in Exhibit A, which generally constitute all of the classes of
United States dollar denominated individual life insurance Policies for which
the Company has a currently payable dividend scale. A Policy will be included in
the Closed Block only if it is either (a) In Force on any date between the
Statement Date and the Plan Effective Date or (b) issued after the Plan
Effective Date (i) pursuant to a completed application that is received prior to
the Plan Effective Date at the Company's administrative offices together with
all required medical and other underwriting information and payment of the full
initial premium and (ii) as applied for in accordance with the terms of the
application. All associated riders and benefits to any Policy in the Closed
Block will also be included in the Closed Block, with the exception of any rider
or benefit for dividend accumulations, dividends with interest or dividends left
on deposit.
"Closed Block Investment Guidelines" means the provisions governing the
Closed Block investment policy, internal transfer of assets, investment
management and policy loan expense rates, reporting to the Board or a committee
thereof supervising the operations of the Closed Block, and the annual opinion
regarding the investment strategy of the Closed Block, as filed with and
approved in advance by the Superintendent.
"Closed Block Memorandum" means the memorandum that sets forth the rules
governing the establishment and operation of the Closed Block. The Closed Block
Memorandum is attached to this Plan as Schedule 2.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" means the common stock, par value $.01 per share, of the
Holding Company.
"Company" means Metropolitan Life Insurance Company, a mutual life
insurance company organized under the laws of the State of New York, to be
reorganized as a stock life insurance company under this Plan.
"Company Affiliate" means an individual, partnership, firm, association,
corporation, joint-stock company, trust, any similar entity or any combination
of the foregoing acting in concert (directly or indirectly) controlling,
controlled by, or under common control with the Company or the Holding Company
within the meaning of Section 1501 of the New York Insurance Law (as it may from
time to time be amended).
"Company Common Stock" means the common stock, par value $.01 per share, of
the Company.
"Custodian" means the custodian that will be the record holder of the Trust
Interests. The initial Custodian will be ChaseMellon.
"Effective Time" means 12:01 a.m., New York time, on the Plan Effective
Date. This is the time that the Plan is deemed to have become effective.
"Eligible Investments" means the investments that are permitted to be made
by the Closed Block after the Statement Date. These investments are specified in
Section 8.2(b).
"Eligible Policyholder" means a Person who is, or, collectively, the
Persons who are, the Owner on the Adoption Date of a Policy that is In Force on
the Adoption Date. The Company and any Subsidiary of the Company shall not be
Eligible Policyholders with respect to any Policy that entitles the policyholder
to receive consideration, unless the
Plan of Reorganization
2
<PAGE> 6
consideration is to be utilized in whole or part for a plan or program funded by
that Policy for the benefit of participants or employees who have coverage under
that plan or program.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"Exhibit H Closed Block Assets" means the Company's assets, as set forth in
Exhibit H to this Plan, that are allocated to the Closed Block as of the
Statement Date.
"Fixed Component" means the fixed component of consideration, equal to ten
shares of Company Common Stock (subject to proportional adjustment as provided
in Section 10.2), to be paid to each Eligible Policyholder.
"GenAmerica" means GenAmerica Corporation, a Missouri corporation. The
Company has agreed to purchase GenAmerica pursuant to a Stock Purchase
Agreement, dated as of August 26, 1999, as amended, between General American
Mutual Holding Company and the Company.
"Holding Company" means MetLife, Inc., a Delaware corporation, which is the
company organized to become the holding company of the Company on the Plan
Effective Date.
"In Force", as used to describe a Policy, means a Policy that is deemed to
be in effect based on the Company's records, as determined in accordance with
Section 6.2(a).
"Interest" means an undivided fractional interest in the Trust Shares and
other assets of the Trust beneficially owned by a Trust Beneficiary through the
Custodian. An Interest entitles the Trust Beneficiary to certain rights,
including the right to: (i) receive dividends distributed upon Trust Shares;
(ii) have Trust Shares withdrawn from the Trust to be sold for cash through the
Purchase and Sale Program; (iii) deposit in the Trust additional shares of
Common Stock purchased through the Purchase and Sale Program; (iv) elect to
withdraw Trust Shares after the first anniversary of the Plan Effective Date;
and (v) instruct the Trustee to vote the Trust Shares on certain matters; each
as further described in and limited by the terms of the Trust Agreement.
"IPO" means the initial public offering of Common Stock.
"IPO Price" means the price per share at which Common Stock is sold to the
public in the IPO.
"IRS" means the United States Internal Revenue Service.
"Issue Date" means, with respect to any Policy, the date specified in the
Policy as the date of issue of the Policy.
"MetLife ERISA Plans" means the employee benefit plans maintained by the
Company and its Subsidiaries that are subject to ERISA.
"Other Capital Raising Transaction" means one or more of the following:
(i) a public offering of mandatorily convertible preferred securities,
(ii) a public offering of convertible preferred securities, and
(iii) a public offering of debt securities, commercial paper issuances
or bank borrowings, provided that the aggregate principal amount of all
such debt securities, commercial paper issuances and bank borrowings
completed on the Plan Effective Date does not exceed $500 million,
in each case which is completed by the Holding Company on the Plan Effective
Date. The securities offered in any such Other Capital Raising Transaction shall
have features similar to those described on Schedule 4.
"Owner" means, with respect to any Policy, the Person or Persons specified
as owner or determined to be the owner of the Policy for the purposes of the
Reorganization under Section 6.1 or 6.3.
"Participating Policy" means a Policy that
(a) provides for the right to participate in the divisible surplus of
the Company if and to the extent that dividends are apportioned on the
Policy,
(b) does not by its terms provide that it is non-participating, or
(c) is a supplementary contract, unless the supplementary contract (i)
provides by its terms that it is non-participating and (ii) was assumed by
assumption reinsurance by the Company.
"Person" means an individual, corporation, limited liability company, joint
venture, partnership, association, trust, trustee, unincorporated entity,
organization or government (including its departments or agencies). A Person who
is
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the Owner of a Policy in more than one legal capacity (for instance, a trustee
under separate trusts) is deemed to be a separate Person in each such capacity.
"Plan" means this Plan of Reorganization, including all Exhibits and
Schedules to this Plan, as it may be amended from time to time in accordance
with Section 10.4.
"Plan Asset Regulations" means United States Department of Labor Reg. sec.
2510.3-101, or any successor provision to such section.
"Plan Effective Date" means the effective date of this Plan, when, among
other things, the Company will become a stock life insurance company and a
wholly-owned subsidiary of the Holding Company. The Plan Effective Date will be
determined pursuant to Section 5.2(b).
"Policy" means:
(i) a life insurance policy (including, but not limited to, a pure
endowment contract), annuity contract or accident and health insurance
policy authorized under paragraph (1), (2) or (3) of Section 1113(a) of the
New York Insurance Law that has been issued, or assumed by merger or
assumption reinsurance, by the Company,
(ii) each Certificate issued by the Company in connection with certain
group policies or contracts, as described in Sections 6.3(b), (d), (e) and
(f), and
(iii) each other interest referred to in Section 6.3.
Each of the Certificates and other interests referred to in clauses (ii) and
(iii) is deemed to be a Policy for purposes of this Plan pursuant to Section
6.3.
"Policy Credit" means consideration to be paid in the form of an adjustment
of policy values for certain Policies under this Plan. Policy Credits will be in
any of the following specific forms, depending on the Policy:
(i) an increase in accumulation value, to which the Company will apply
no sales, surrender or similar charges, or that will be further increased
in value to offset any of these charges, under a Policy that is a deferred
annuity,
(ii) an increase in the amount of the payments distributed under a
Policy that is in the course of annuity payments,
(iii) additional insurance or dividends with interest, as appropriate
(depending upon whether the additional insurance option or the dividends
with interest option has been selected with respect to the underlying
Policy, provided that dividends with interest will apply where an option
other than additional insurance or dividends with interest has been
selected), under a Policy that is a life insurance policy, or
(iv) an increase in the retired lives reserve, under a Policy that is
a life or health insurance funding account or a guaranteed life insurance
funding account.
"Policyholders' Membership Interests" means all policyholders' rights as
members arising prior to the Reorganization under the charter of the Company or
otherwise by law. These include the right to vote and to participate in any
distribution of surplus in the event that the Company is liquidated. The term
"Policyholders' Membership Interests" does not include rights expressly
conferred upon the policyholders by their policies or contracts (other than any
right to vote), such as the right to any declared policy dividends. All
Policyholders' Membership Interests will be extinguished on the Plan Effective
Date.
"Program Agent" means a program agent for the Purchase and Sale Program, as
may be appointed from time to time by the Holding Company. For purposes of this
Plan, "Program Agent" shall include any affiliate of the Program Agent or
service organization acting on its behalf. The initial Program Agent will be
ChaseMellon. Some of the activities described in the Purchase and Sale Program
Procedures will be performed by an affiliate of the Program Agent or a service
organization acting on its behalf that is (a) registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended, or (b) a "bank" (within
the meaning of such term in Section 3(a)(6) of that Act) that is excluded from
the definition of "broker" under Sections 3(a)(4) and 15(a) of that Act.
Initially, the broker-dealer affiliate will be ChaseMellon Financial Services
L.L.C., an affiliate of ChaseMellon.
"Purchase and Sale Program" means the program permitting Trust
Beneficiaries to purchase additional shares of Common Stock to be held by the
Trust or to have Trust Shares withdrawn for sale, in each case without the
payment of commissions or other fees. The Purchase and Sale Program will be
conducted pursuant to the Purchase and Sale Program Procedures.
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"Purchase and Sale Program Procedures" means the Purchase and Sale Program
Procedures attached to this Plan as Exhibit J, as such may be amended from time
to time pursuant to Section 10.4.
"Qualifying Policy" means a Participating Policy that is In Force on the
Adoption Date and that is owned by an Eligible Policyholder on the Adoption
Date.
"Reorganization" means the conversion of the Company from a mutual life
insurance company to a stock life insurance company under Section 7312.
"SEC" means the United States Securities and Exchange Commission.
"Section 7312" means Section 7312 of the New York Insurance Law, as
amended.
"Securities Act" means the Securities Act of 1933, as amended.
"Short-Term Securities" means securities having a final maturity at the
date of acquisition by the Company of one year or less.
"State" has the meaning given to it for the purpose of Section 457 of the
Code.
"Statement Date" means December 31, 1998.
"Subsidiary" of a Person means a corporation of which that Person, directly
or indirectly, holds a majority of the shares entitled to vote in the election
of directors of that corporation.
"Superintendent" means the Superintendent of Insurance of the State of New
York, or any governmental officer, body or authority that succeeds the
Superintendent as the primary regulator of the Company's insurance business
under applicable law.
"Trust" means the MetLife Policyholder Trust established under the Trust
Agreement to hold the Trust Shares for the exclusive benefit of the Trust
Beneficiaries.
"Trust Agreement" means the MetLife Policyholder Trust Agreement, by and
among the Company, the Holding Company, the Trustee and the Custodian, as
amended in accordance with its terms. The Trust Agreement establishes and
governs the operation of the Trust. The Trust Agreement is attached to this Plan
as Exhibit C.
"Trust Beneficiary" means any Person that beneficially owns an Interest in
the Trust, as shown on the records of the Custodian.
"Trust Eligible Policyholder" means any Eligible Policyholder that, under
the Plan, will receive consideration in the form of Company Common Stock to be
exchanged for an equal number of shares of Common Stock (to be held in the
Trust) on the Plan Effective Date.
"Trust Shares" means the shares of Common Stock held by the Trust from time
to time under the Trust Agreement, and any shares of common stock issued in
exchange for Common Stock in connection with a merger, consolidation or
recapitalization of the Holding Company and held in the Trust as contemplated by
Section 7.4 of the Trust Agreement.
"Trustee" means the trustee of the Trust. The initial Trustee will be
Wilmington Trust Company.
"United States" means the States of the United States, the District of
Columbia, Puerto Rico, the Virgin Islands and the insular possessions of the
United States.
"Variable Equity Share" of an Eligible Policyholder means the proportion of
the Aggregate Variable Component that is allocated to that Eligible
Policyholder, as more fully described in Section 7.2(a)(i).
ARTICLE III
FORM OF REORGANIZATION
3.1 Method of Reorganization. This Plan, which is adopted pursuant to
method 4 described in Section 7312(d)(4), provides that:
(a) the Closed Block Business shall be operated by the Company as a
closed block of participating business for the exclusive benefit of the
Policies included in the Closed Block, for policyholder dividend purposes
only, and none of the Company's other Policies will be included in the
Closed Block;
(b) all Participating Policies will continue to be Participating
Policies in accordance with their terms;
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(c) the Policyholders' Membership Interests will be extinguished, and
the Eligible Policyholders will receive in return consideration in the form
of shares of Company Common Stock (which shall then be exchanged for an
equal number of shares of Common Stock to be held through the Trust), cash
or Policy Credits, in each case in proportion to the Eligible
Policyholders' allocations of Allocable Common Shares;
(d) the Holding Company will conduct the IPO and encourage and assist
in the establishment of a public market for shares of Common Stock in
conjunction with the IPO;
(e) subject to the provisions hereof, the Holding Company may conduct
one or more Other Capital Raising Transactions;
(f) the Holding Company will establish the Purchase and Sale Program,
which, subject to certain limitations set forth in the Trust Agreement and
the Purchase and Sale Program Procedures, will enable Trust Beneficiaries
to purchase additional shares of Common Stock to be held in the Trust or to
have their allocated Trust Shares withdrawn from the Trust for sale, in
each case without the payment of commissions or other fees; and
(g) beginning on the first anniversary of the Plan Effective Date,
Trust Beneficiaries will be able to withdraw their allocated Trust Shares
from the Trust.
3.2 Basis for Choice of Method. The Reorganization will take place under
method 4, as described in Section 7312(d)(4). The Board has determined that this
is the most appropriate method of reorganization under Section 7312(d) for the
Company to achieve the purposes of the Reorganization described in Article I. In
making this determination, the Board considered, among other things, that:
(a) the method described in Section 7312(d)(3) is available only to
insurers having less than $50 million of surplus,
(b) the method described in Section 7312(d)(2) does not provide for
Eligible Policyholders to receive consideration in the form and manner
provided in this Plan, and
(c) the method described in Section 7312(d)(1), although permitting
the use of a trust, may limit the duration of the trust, and generally does
not allow the issuance of stock for two years after the effective date of
the reorganization.
The Board has also determined that the flexibility of method 4 allows the
Company to design a plan of reorganization that is best suited to provide the
Company's policyholders with a fair and equitable result.
3.3 Establishment and Operation of the Trust. (a) The Trust shall be
established on the Plan Effective Date and operated after that date, until its
termination, in accordance with the terms and conditions of the Trust Agreement.
(b) On or before the earlier of (i) 75 days after the adoption of the
amended and restated Plan incorporating the Actuarial Contribution Memorandum by
the Board pursuant to Section 7.2(c) or (ii) 14 days prior to the Plan Effective
Date (unless the Superintendent approves later dates), the Company shall deliver
to the Custodian a computerized file showing the Actuarial Contribution of each
Qualifying Policy. The Custodian shall calculate on behalf of the Company the
number of shares of Company Common Stock to be allocated to each Trust Eligible
Policyholder based on the Actuarial Contributions of all Qualifying Policies
owned by such Trust Eligible Policyholder and the provisions of Article VII;
provided, however, that the Company shall be responsible to the Trust
Beneficiaries for any calculations made by the Custodian. Each Trust Eligible
Policyholder shall be allocated a number of Interests equal to the number of
shares of Company Common Stock to be allocated to it. No Trust Eligible
Policyholder or any other Trust Beneficiary may sell, assign, transfer, encumber
or grant any option or any other interest in any Interest held by such Trust
Eligible Policyholder or other Trust Beneficiary, except as permitted by the
Trust Agreement. All Interests shall be held in the name of the Custodian. The
Custodian shall keep a record of the Interests of the Trust Beneficiaries on the
book-entry system maintained by the Custodian.
(c) The Holding Company shall establish a Purchase and Sale Program that
has the following characteristics:
(i) Purchase elections and sale elections shall be subject to the
provisions of this Plan, the Trust Agreement and the Purchase and Sale
Program Procedures. Purchases and sales under the Purchase and Sale
Program shall begin on the dates described below. Purchases may be made
at any time beginning on the first trading day following the 90th day
after the Plan Effective Date. Sales may be made at any time after the
later of (A) the termination of any stabilization arrangements and
trading restrictions in connection with the IPO or (B) the closing of
all underwriters' over-allotment options that have been exercised and
the expiration of all unexercised options in connection with the IPO.
The Custodian shall provide Trust
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Beneficiaries with notice of the Purchase and Sale Program, at least
annually, at the same time as the mailing of the annual statement of
Trust Interests, in accordance with the Trust Agreement.
(ii) Each Trust Beneficiary holding fewer than 1,000 Interests may,
after delivering funds in an amount of at least $250 (or such lesser
amount as may be required to purchase, at the closing price of the
Common Stock on the trading day immediately prior to the mailing of such
funds, a number of shares that would cause it to hold the 1,000 maximum
Interests described below), purchase additional shares of Common Stock
with those funds. Upon the purchase, the shares will be deposited in the
Trust and the number of Interests held by the Trust Beneficiary will be
increased by the number of shares purchased. However, a Trust
Beneficiary may not purchase shares through the Purchase and Sale
Program that would cause it to hold more than 1,000 Interests. Subject
to the limitations on numbers of shares and size of a transaction set
forth herein, there are no other limitations on the number of times a
Trust Beneficiary may make a Purchase Election.
(iii) Each Trust Beneficiary may have Trust Shares equal in number
to its Interests withdrawn for sale through the Purchase and Sale
Program. The following rules will apply:
(A) If the Trust Beneficiary holds 199 or fewer Interests, all
of its Interests must be withdrawn for sale. The Trust Beneficiary
will not be permitted to make partial withdrawals for sale.
(B) If the Trust Beneficiary holds more than 199 Interests, full
or partial withdrawals for sale may be made. However, partial
withdrawals for sale may only be in 100-share increments (for
example, 200 shares may be withdrawn for sale, but not 250).
Following any partial withdrawal for sale, the Trust Beneficiary must
still hold at least 100 Interests. If a Trust Beneficiary will hold
less than 100 Interests after the partial withdrawal for sale, a full
withdrawal for sale must be made.
(C) For the first 300 days following the Plan Effective Date, a
Trust Beneficiary holding more than 25,000 Interests will be subject
to the volume limitations set forth in the Purchase and Sale Program
Procedures. After the first 300 days, these limitations will no
longer apply and withdrawals for sale may be made as otherwise
permitted by the rules set forth in the Trust Agreement and the
Purchase and Sale Program Procedures.
Subject to the limitations on numbers of shares and size of a
transaction set forth herein, there are no other limitations on the
number of times a Trust Beneficiary may make a sale election. The
limitations on the number of shares to be purchased or sold in the
Purchase and Sale Program set forth in this Section 3.3(c), the Trust
Agreement and the Purchase and Sale Program Procedures shall be ratably
adjusted to reflect any stock split or reclassification of outstanding
shares of Common Stock into a greater or lesser number of shares of
Common Stock.
(iv) The Purchase and Sale Program shall provide for the purchase
or sale of the Trust Shares in the market or, at the sole discretion of
the Holding Company, the sale of the Trust Shares to the Holding Company
at market prices, pursuant to the Purchase and Sale Program Procedures.
If Trust Shares are repurchased by the Holding Company, they will be
canceled or held as treasury shares and will not be considered to be
outstanding.
(v) If, prior to the second anniversary of the Plan Effective Date,
the Holding Company files a registration statement to register its
Common Stock for sale in an underwritten public offering, the Holding
Company shall offer to each Trust Beneficiary (A) holding at the time
more than 25,000 Interests and (B) that made a cash election pursuant to
Section 7.3(d) but did not receive cash for all of its allocated shares,
the opportunity to include Trust Shares corresponding to all of the
Trust Beneficiary's Interests in the offering. Each such Trust
Beneficiary may then elect to include Trust Shares corresponding to some
or all of its Interests in the offering. However, if the board of
directors of the Holding Company believes, based on advice of a
nationally recognized investment banking firm selected by the Holding
Company, that including all of the Trust Shares elected to be included
in the offering would be likely to have an adverse effect upon the
price, timing or distribution of the offering, then only such number of
Trust Shares, if any, as the board shall determine can be included
without adversely affecting the offering shall be included in the
offering, allocated among such Trust Beneficiaries on a pro rata basis,
based on the number of Trust Shares each such Trust Beneficiary elected
to have included in the offering. The Holding Company shall bear the
costs of conducting the offering, including the fees and expenses of the
underwriters for the offering. The Holding Company shall enter into an
underwriting agreement with the underwriters for the offering, which
shall contain indemnification and other terms acceptable to the Holding
Company and the underwriters. The Holding Company shall establish
reasonable procedures for the participation of Trust Beneficiaries in
any such offering.
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(vi) The initial Purchase and Sale Program Procedures are attached
to this Plan as Exhibit J. The Company shall mail a summary of the
Purchase and Sale Program Procedures to Trust Eligible Policyholders,
which mailing shall be completed no later than 14 days prior to the Plan
Effective Date, unless the Superintendent approves a later date. The
Company shall also post a copy of the Purchase and Sale Program
Procedures on its internet website beginning on the Plan Effective Date
and lasting until the termination of the Trust.
(vii) The Purchase and Sale Program will be administered by the
Program Agent appointed from time to time by the Holding Company.
(viii) Trust Beneficiaries shall not be charged brokerage
commissions, mailing charges, registration fees or other administrative
or similar expenses arising in connection with the Purchase and Sale
Program.
(d) Beginning on the first anniversary of the Plan Effective Date and
lasting until the termination of the Trust, each Trust Beneficiary shall have
the right at any time to elect to withdraw Trust Shares equal in number to all
of its Interests. Partial withdrawals will not be permitted. Unless a Trust
Beneficiary making an election to withdraw shares of Common Stock shall have
requested a stock certificate, the shares shall be issued in the name of the
Trust Beneficiary in book-entry form to the extent permitted by law. The Holding
Company shall establish procedures for the withdrawal and transfer of Trust
Shares to Trust Beneficiaries.
(e) The Trustee shall have the exclusive and absolute right to vote, assent
or consent the Trust Shares at all times during the term of the Trust as
provided in the Trust Agreement.
(i) The Custodian shall solicit instructions from the Trust
Beneficiaries on how to vote the Trust Shares on certain matters brought
before a vote of stockholders of the Holding Company. The Trustee will
vote the Trust Shares as instructed in the manner provided in the Trust
Agreement.
A matter presented to the stockholders of the Holding Company will
constitute such a matter:
(A) at any time, if (1) the matter concerns the election or
removal of directors of the Holding Company and (2) a contesting
stockholder of the Holding Company has, in compliance with the
provisions of the Holding Company's by-laws and applicable law, given
timely notice of the stockholder's proposal to (w) nominate one or
more candidates or a slate of candidates for election as directors of
the Holding Company in opposition to a nominee of the Holding
Company's board of directors, (x) oppose one or more nominees of the
Holding Company's board of directors for election of directors, (y)
remove one or more directors of the Holding Company for cause, or (z)
nominate one or more candidates for election as directors of the
Holding Company to fill the vacancy or vacancies resulting from the
removal of one or more directors by the Holding Company's
stockholders, each subject to certain conditions set forth in the
Trust Agreement;
(B) at any time, if the matter concerns (x) the merger or
consolidation of the Holding Company into or with any other Person,
the sale, lease or exchange of all or substantially all of the
property or assets of the Holding Company, or the recapitalization or
dissolution of the Holding Company, in each case which requires a
vote of the Holding Company's stockholders under applicable Delaware
law, or (y) any other transaction that would result in an exchange or
conversion of Trust Shares for cash, securities or other property;
(C) prior to the first anniversary of the Plan Effective Date,
if the matter concerns (x) the issuance of Common Stock after the
Plan Effective Date at a price materially less than the then
prevailing market price of the Common Stock, other than through an
underwritten offering or to officers, employees, directors or
insurance agents of the Holding Company or any subsidiary of the
Holding Company pursuant to an employee benefit plan, and a vote of
the Holding Company's stockholders with respect to the issuance is
conducted or is required to be conducted under applicable Delaware
law, (y) any matter that requires approval by a vote of more than a
majority of the outstanding stock of the Holding Company entitled to
vote thereon under Delaware law or the certificate of incorporation
or the by-laws of the Holding Company, or (z) an amendment of the
certificate of incorporation or by-laws of the Holding Company
submitted for approval to the Holding Company's stockholders; or
(D) at any time, any proposal requiring the Board of Directors
of the Holding Company to amend or redeem the rights under the
Holding Company's stockholder rights plan, other than a proposal with
respect to which the Holding Company has received advice of
nationally-recognized legal counsel to the effect that the proposal
is not a proper subject for stockholder action under Delaware law.
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(ii) On all other matters, the Trustee will follow the
recommendations or directions of the board of directors of the Holding
Company in voting (or not voting) the Trust Shares, as provided in the
Trust Agreement.
(f) Cash dividends, if any, collected or received by the Trustee upon Trust
Shares shall be invested by the Trustee and distributed to the Custodian, which
shall promptly distribute such amounts to each Trust Beneficiary pro rata in
accordance with its Interests on the Holding Company's record date for the
payment of such dividends as provided in the Trust Agreement. The Trustee shall
distribute regular cash dividends received by the Trust during any six-month
period ending on June 30 or December 31 in any calendar year (together with any
interest earned thereon) to the Custodian, which shall distribute such amounts
to the Trust Beneficiaries on the following July 31 or January 31, respectively
(or, if such day is not a business day, on the first business day thereafter).
Notwithstanding the foregoing, the Holding Company shall set a payment date for
such dividends so that they are distributed by the Custodian to Trust
Beneficiaries within 90 days after their receipt by the Trustee. Distributions
of all other cash dividends to the Trust Beneficiaries shall be made by the
Custodian on the first business day following the 30th day after receipt thereof
by the Trust. Alternatively, the Trustee may arrange with the Holding Company
for direct payment by the Holding Company of cash dividends to the Trust
Beneficiaries at the same time as the payment of dividends to the Holding
Company's stockholders. The Trustee shall hold dividends or other distributions
that are made in Common Stock as Trust Shares and the Custodian shall allocate
an equal number of Interests to each Trust Beneficiary pro rata in accordance
with its Interests on the Holding Company's record date for the payment of such
dividends as provided in the Trust Agreement. The Trustee shall hold and
distribute all other distributions by the Holding Company to its stockholders as
provided in the Trust Agreement.
(g) All references to numbers of Interests, Trust Shares or shares of
Common Stock in this Section 3.3 shall be appropriately adjusted to reflect any
stock split or reclassification of outstanding shares of Common Stock into a
greater or lesser number of shares of Common Stock.
(h) The Holding Company shall directly reimburse each of the Trustee and
the Custodian for all taxes, fees, commissions and other reasonable expenses
incurred in the performance of their respective obligations. However, none of
the Holding Company, the Company, the Trustee or the Custodian shall be required
to bear the expense of mailing to Trust Beneficiaries any proxy or other
materials received by the Trustee on behalf of Persons other than the Holding
Company.
(i) If the board of directors of the Holding Company determines, based on
the advice of legal counsel, that there is, at any time, a material risk that
the assets of the Trust may be characterized as "plan assets" under the Plan
Asset Regulations, the board may direct the Trustee to distribute to the
Custodian for distribution to one or more Trust Beneficiaries a number of Trust
Shares (not to exceed the number of the Trust Beneficiaries' Interests) that the
board of directors determines is necessary or appropriate to ensure that the
assets of the Trust will not be characterized as plan assets.
(j) The Trust shall be terminated on the first to occur of (i) the 90th day
after the date on which the Trustee receives notice from the Holding Company
that the number of Trust Shares held by the Trust is equal to 10% or less of the
number of issued and outstanding shares of Common Stock; (ii) the date on which
the last Trust Share has been withdrawn, distributed or exchanged; or (iii) a
termination pursuant to Section 11.7 of the Trust Agreement; or shall be earlier
terminated on the first to occur of the following:
(i) the 90th day following the date on which the Trustee receives
written notice from the Holding Company, given in the Holding Company's
discretion at any time, that the number of Trust Shares is 25% or less of
the number of the issued and outstanding shares of Common Stock;
(ii) the date on which the Trustee receives written notice from the
Holding Company that the board of directors of the Holding Company has
determined, as a result of any amendment of, or change (including any
announced prospective change) in the laws (or any regulations thereunder)
of the United States or any State, Commonwealth or other political
subdivision or authority thereof or therein, or any official administrative
pronouncement or judicial decision interpreting or applying such law or
regulation, or any changes in the facts or circumstances relating to the
Trust, that maintaining the Trust is or is reasonably expected to become
burdensome to the Holding Company or the Trust Beneficiaries;
(iii) the date on which any rights issued under a stockholder rights
plan adopted by the Holding Company and held by the Trust pursuant to
Section 7.4 of the Trust Agreement become separately tradeable from the
Trust Shares to which they relate;
(iv) the date on which a final order for termination or dissolution of
the Trust or similar relief by a court of competent jurisdiction has been
entered.
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(k) The certificate of incorporation of the Holding Company in effect at
the Effective Time and for the duration of the Trust shall provide that while
the Trust is in existence, each director of the Holding Company shall, in
exercising his or her duties as a director, take the interests of the Trust
Beneficiaries into account as if they were holders of the Trust Shares, except
to the extent that any such director determines, based on advice of counsel,
that to do so would violate his or her duties as a director under Delaware law.
This provision is included in the form of certificate of incorporation attached
to this Plan as Exhibit E.
(l) Beginning no later than 120 days after the adoption by the Board of the
amended and restated Plan incorporating the Actuarial Contribution Memorandum,
and completed by no later than 14 days prior to the Plan Effective Date (unless
the Superintendent approves later dates), the Custodian shall mail to each Trust
Eligible Policyholder:
(i) a notice setting forth the number of Interests to be allocated to
the Trust Eligible Policyholder;
(ii) an explanation of the rules applicable to permitted transfers of
Interests and an explanation of the voting rights of the Trust
Beneficiaries; and
(iii) a summary of the Purchase and Sale Program Procedures.
A Trust Eligible Policyholder will be able to obtain information concerning the
number of Interests to be allocated to such Trust Eligible Policyholder through
the telephone number established pursuant to and identified in the mailing
described in Section 5.5(b).
ARTICLE IV
PROPOSED CHARTER OF THE COMPANY
The form of the Company's amended and restated charter as proposed to be in
effect at the Effective Time is set forth in Exhibit D.
ARTICLE V
MANNER AND BASIS OF REORGANIZATION
5.1 Subsidiary of Holding Company; Certificate of Incorporation and
By-Laws. On the Adoption Date, the Holding Company is a wholly owned subsidiary
of the Company. On or prior to the Plan Effective Date, the certificate of
incorporation and by-laws of the Holding Company shall be amended and restated
so that at the Effective Time (a) the certificate of incorporation shall be in
the form of Exhibit E and shall, among other things, authorize issuance of at
least the number of shares of Common Stock that is sufficient to meet the
requirements of this Plan and the number of shares of preferred stock, if any,
to be issued in any Other Capital Raising Transaction and (b) the by-laws shall
be in the form of Exhibit F. At the Effective Time, the Company shall become a
wholly owned subsidiary of the Holding Company as a result of the transactions
described in Section 5.2.
5.2 Effectiveness of Plan. (a) After the Eligible Policyholders and the
Superintendent have approved this Plan pursuant to Section 7312, the Company
shall file a copy of this Plan, endorsed with the Superintendent's approval, in
the office of the Superintendent. The Company shall also file a copy certified
by the Superintendent in the office of the Clerk of New York County as required
by Section 7312(l). The Plan Effective Date shall not occur unless the
requirements of this Section 5.2(a) have been met.
(b) The Plan Effective Date shall be the date on which the closing of the
IPO, and one or more Other Capital Raising Transactions, if any, occurs. The
Plan Effective Date shall not be later than the first anniversary of the date
this Plan is approved by the Superintendent pursuant to Section 7312(j),
provided that such one-year period may be extended upon approval of the
Superintendent for one or more additional periods if requested by the Board.
This Plan shall be deemed to have become effective at the Effective Time.
(c) The Holding Company shall make an initial public offering of its Common
Stock in the IPO and may also raise capital through one or more Other Capital
Raising Transactions. The material features of any proposed Other Capital
Raising Transactions, including the approximate size and the expected range of
offering price, interest or dividend rate, conversion or redemption price and
other relevant terms, as of the date of the notice, will be provided to the
Superintendent for the Superintendent's review not less than 15 business days
prior to the earlier of the distribution of any preliminary prospectus or
preliminary offering memorandum, or commencement of the roadshow, relating to
any Other Capital Raising Transaction. The proceeds raised in all such Other
Capital Raising Transactions shall not in the aggregate exceed one-third of the
total proceeds raised in such Other Capital Raising Transactions and the IPO.
The Holding Company shall not proceed with any offering relating to any Other
Capital Raising Transaction
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without the approval of the Superintendent. The proceeds from the IPO and any
Other Capital Raising Transactions, net of underwriting commissions and related
expenses, shall be equal to or greater than the sum of (i) amounts required by
the Holding Company to pay, or to fund the paying or crediting by the Company
of, (x) cash and Policy Credits to Eligible Policyholders pursuant to Section
7.3 (subject to the third sentence of Section 7.3(d)), and (y) fees and expenses
incurred in connection with the Reorganization, to the extent required by the
undertakings delivered by the Company and the Holding Company under Section
7312(p), and (ii) an amount equal to the amount required to reimburse the
Company for cash payments to be made by the Canadian branch of the Company to
holders of policies included in the Canadian business sold to Clarica Life.
(d) At the Effective Time:
(i) the Company shall by operation of Section 7312 become a stock life
insurance company;
(ii) the Company's charter and by-laws without further act or deed
shall be amended and restated to read as set forth in Exhibits D and G,
respectively; and
(iii) the Policyholders' Membership Interests shall be extinguished
and Eligible Policyholders shall be entitled to receive, in exchange for
their Policyholders' Membership Interests, shares of Company Common Stock
(which shall then be exchanged for an equal number of shares of Common
Stock to be held through the Trust), cash or Policy Credits, as provided in
this Plan.
(e) On the Plan Effective Date:
(i) the Trust shall be established under the terms of the Trust
Agreement;
(ii) the Company shall issue to the Trust a number of shares of
Company Common Stock that is equal to the number of Allocable Common Shares
that will be allocated to the Trust Eligible Policyholders;
(iii) the Trust Eligible Policyholders shall be allocated an aggregate
number of Interests equal to the number of shares of Company Common Stock
issued to the Trust and shall thereby become Trust Beneficiaries;
(iv) the Trust shall then exchange these shares of Company Common
Stock for an equal number of shares of Common Stock to be held for the
exclusive benefit of the Trust Beneficiaries;
(v) the Company shall surrender to the Holding Company, and the
Holding Company shall cancel, all of the remaining shares of Common Stock
previously issued by the Holding Company to the Company; and
(vi) the Holding Company shall complete the closings, and receive the
proceeds, of the sale of shares of Common Stock in the IPO and any Other
Capital Raising Transactions.
(f) In connection with the IPO, the Holding Company shall arrange for the
listing of the Common Stock on a national securities exchange or on The Nasdaq
Stock Market, Inc. and shall use its best efforts to maintain the listing for so
long as the Holding Company is a publicly traded company. This listing, and the
efforts by the Holding Company to maintain this listing, shall satisfy any duty
the Company or the Holding Company may have to encourage and assist in the
establishment of a public market for shares of Common Stock. Neither the Company
nor the Holding Company shall have any obligation to provide a procedure for the
disposition of shares of Common Stock, except as expressly stated in this Plan
or the Trust Agreement.
(g) The Company and the Holding Company shall use their best efforts to
ensure that the managing underwriters for the IPO and any Other Capital Raising
Transactions conduct the offering process in a manner that is generally
consistent with customary practices for similar offerings. The Company and the
Holding Company shall allow the Superintendent and his financial advisors
reasonable access to permit them to observe the offering process. Special
pricing committees of the boards of directors of the Company and the Holding
Company shall determine the price of Common Stock offered in the IPO and any
securities offered in any Other Capital Raising Transaction, which must be
ratified by the boards of directors of the Company and the Holding Company on or
prior to the Plan Effective Date. A majority of each of these board committees
shall consist of directors who are not officers or employees of the Company or
the Holding Company, and no employees, officers or directors of or legal counsel
to any of the underwriters for the IPO or any Other Capital Raising Transaction
shall serve on such committees. Neither the Company nor the Holding Company will
enter into an underwriting agreement for the IPO or any Other Capital Raising
Transaction if it is notified that the Superintendent has not received
confirmation from its financial advisors to the effect that the Company, the
Holding Company and the underwriters for the offerings have complied in all
material respects with the requirements of this Section 5.2(g). The underwriting
agreements and any amendments thereto shall contain terms and provisions that
are acceptable to the Superintendent. The Company shall provide the
Superintendent with a letter, dated the date of the signing of the underwriting
agreements, representing that as of that date it has complied with the foregoing
requirements as to the conduct of the IPO and any Other Capital Raising
Transaction and that it will continue to do so. On the Plan Effective Date, the
Company will provide the Superintendent with a letter
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confirming these representations as of that date. The final terms of the IPO and
any Other Capital Raising Transaction shall be subject to the Superintendent's
approval.
(h) Proceeds of the IPO and any Other Capital Raising Transactions, net of
underwriting commissions and related expenses, shall be used as follows:
(i) the Holding Company shall contribute to the Company an amount
equal to the sum of (x) the amount required to be paid by the Company to
fund the paying of cash and crediting of Policy Credits pursuant to Section
7.3 (subject to the third sentence of Section 7.3(d)) and (y) an amount
equal to an amount required to reimburse the Company for the cash payments
to be made by the Canadian branch of the Company to the holders of policies
included in the Canadian business sold to Clarica Life; and
(ii) the Holding Company shall contribute to the Company an amount
equal to the amount of the fees and expenses incurred by the Company in
connection with the Reorganization, to the extent required by the
undertaking delivered by the Company and the Holding Company to the
Superintendent in accordance with Section 7312(p).
If any additional proceeds are raised in the IPO and any Other Capital Raising
Transactions, net of underwriting commissions and related expenses, they shall
be used as follows:
(A) the Holding Company shall retain an amount not exceeding $240
million, or such greater amount as the Superintendent may approve, for
working capital, payment of dividends on the Common Stock and other general
corporate purposes;
(B) the Holding Company shall retain an amount not exceeding $100
million, or such greater amount as the Superintendent may approve, to pay
the fees and reimburse the expenses of the Trustee and Custodian; and
(C) to the extent that such net proceeds exceed the aggregate amounts
identified in clauses (A) and (B), and to the extent of any amounts
retained by the Holding Company pursuant to clause (A) and (B) that are not
used for the purpose stated in each such clause, the Holding Company shall
promptly contribute to the Company any remaining proceeds for the general
corporate purposes of the Company and to repay debt incurred in connection
with the acquisition of GenAmerica.
(i) As soon as reasonably practicable following the Plan Effective Date,
but in any event no more than 60 days following the Plan Effective Date, unless
the Superintendent approves a later date, the Company shall:
(i) credit Policy Credits to the Eligible Policyholders that are
required to receive Policy Credits under this Plan and deliver a notice
thereof to each of these Eligible Policyholders; and
(ii) pay cash to the Eligible Policyholders that are required, or that
elect, to receive cash as consideration under this Plan.
The Company shall send to each Eligible Policyholder receiving Policy Credits or
cash payments (at the time of the notice of crediting of Policy Credits or the
payment of cash, as the case may be) a notice of how the amount of such credits
and payments was derived from that Eligible Policyholder's allocation of
Allocable Common Shares.
(j) Beginning no later than 120 days after the adoption by the Board of the
amended and restated Plan incorporating the Actuarial Contribution Memorandum
pursuant to this Plan, and completed by no later than 14 days prior to the Plan
Effective Date (unless the Superintendent approves later dates), the Custodian
shall mail a notice to each Trust Eligible Policyholder setting forth the number
of Interests it has been allocated. The notice shall be accompanied by a summary
of the Purchase and Sale Program Procedures, an explanation of the rules
regarding permitted transfers of Trust Interests and an explanation of the
voting rights of the Trust Beneficiaries.
5.3 Continuation of Corporate Existence; Company Name. Upon the
reorganization of the Company under the terms of this Plan and Section 7312, (a)
the Company's corporate existence as a stock life insurance company shall be a
continuation of its corporate existence as a mutual life insurance company and,
(b) the Company's name shall continue to be "Metropolitan Life Insurance
Company."
5.4 Notice of Hearing. (a) As soon as practicable following the Adoption
Date, but in any event not less than 30 days before the Superintendent's public
hearing pursuant to Section 7312(i), the Company shall complete the mailing of
notice of the Superintendent's public hearing by first class mail to all
Eligible Policyholders. However, if,
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after a reasonable effort to locate an Eligible Policyholder, the Company has a
reasonable belief that the most recent mailing address of that Eligible
Policyholder shown on the records of the Company is an address at which mail to
the Eligible Policyholder is undeliverable, then the Company need not mail the
notice to that Eligible Policyholder. The notice of hearing shall set forth the
date, time, place and purpose of the Superintendent's public hearing. The notice
of hearing shall be accompanied or preceded by information about the hearing,
including a copy of this Plan and a summary of its exhibits and schedules, a
copy of the Trust Agreement, a summary of this Plan and the Trust Agreement and
any other explanatory information that the Superintendent approves or requires.
Beginning on the date that the first notice is mailed pursuant to this Section
5.4(a) and continuing until the Plan Effective Date, the Company shall also make
available at its offices during regular business hours and on its internet
website copies of the notice of hearing, this Plan and its exhibits and
schedules, including, but not limited to, the Trust Agreement and the Actuarial
Contribution Memorandum, in their entirety, for inspection by Eligible
Policyholders and the general public.
(b) The Company shall publish the date, time, place and purpose of the
Superintendent's public hearing in three newspapers of general circulation, one
in New York County and two in other cities approved by the Superintendent. The
newspaper publications shall be made not less than 15 days nor more than 60 days
before the hearing, and shall be in a form approved by the Superintendent. The
notice shall also include an address and telephone number at which any Eligible
Policyholder who believes that its current address is not on record with the
Company may contact the Company and supply its address.
5.5 Notice of Vote. (a) As soon as practicable following the Adoption
Date, but in any event not less than 30 days before the vote by Eligible
Policyholders pursuant to Section 7312(k), the Company shall complete the
mailing of notice of the vote by first class mail to all Eligible Policyholders.
However, if, after a reasonable effort to locate an Eligible Policyholder, the
Company has a reasonable belief that the most recent mailing address of that
Eligible Policyholder shown on the records of the Company is an address at which
mail to that Eligible Policyholder is undeliverable, then the Company need not
mail the notice to that Eligible Policyholder. The notice of vote shall set
forth the date, time, place and purpose of the vote. The notice may be combined
with the notice of the Superintendent's public hearing referred to in Section
5.4 or such other communications as the Superintendent may approve.
(b) The notice of vote shall be accompanied or preceded by information
about the vote, including a copy of this Plan and a summary of its exhibits and
schedules, the Trust Agreement, a summary of this Plan and the Trust Agreement
and any other explanatory information that the Superintendent approves or
requires. The notice of vote shall also be accompanied by a form of ballot and a
card on which an Eligible Policyholder may elect to receive cash as
consideration under the Plan, if that option is available to that Eligible
Policyholder. Beginning on the date that the first notice is mailed pursuant to
this Section 5.5(b) and continuing until the Plan Effective Date, the Company
shall also make available at its offices during regular business hours and on
its internet website copies of the notice of vote, this Plan and its exhibits
and schedules, including, but not limited to, the Trust Agreement and the
Actuarial Contribution Memorandum, in their entirety, for inspection by Eligible
Policyholders and the general public. As soon as reasonably practicable after
the completion of the calculation of Allocable Common Shares for each Eligible
Policyholder, but no later than the earlier of (i) 75 days after the adoption by
the Board of the amended and restated Plan incorporating the Actuarial
Contribution Memorandum in accordance with Section 7.2(c) or (ii) 14 days prior
to the Plan Effective Date (unless the Superintendent approves later dates), the
Company shall make available to each Eligible Policyholder, through a telephone
number (toll-free for calls originating in the United States and Canada)
established by the Company for purposes of the Reorganization and set forth in
the materials included with the notice of vote, the Eligible Policyholder's
allocation of Allocable Common Shares.
5.6 Policyholder Vote. (a) The Company shall hold a vote on the proposal
to approve this Plan on the date and at the time and place specified in the
notice of vote. If this Plan is approved by at least two-thirds of the votes
validly cast, the Company shall promptly submit the appropriate documents and
certifications to the Superintendent pursuant to Section 7312(k)(11).
(b) Each Eligible Policyholder shall be entitled to one vote, in accordance
with Section 7312(k), irrespective of the number or amount of Policies owned by
the Eligible Policyholder.
(c) Eligible Policyholders shall cast their votes pursuant to rules
established by the Superintendent.
5.7 Tax and SEC Considerations. This Plan shall not become effective
unless, on or prior to the Plan Effective Date, the following conditions shall
have been met:
(a) The Company shall have received either favorable rulings from the IRS
or favorable opinions of Debevoise & Plimpton, special counsel to the Company,
or other nationally-recognized independent tax counsel to the Company,
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dated as of the Plan Effective Date, addressed to the Board and in form and
substance satisfactory to the Company, substantially to the effect that:
(i) Policies issued by the Company prior to the Plan Effective Date
will not be deemed newly issued, issued in exchange for existing
policies or newly purchased for any material federal income tax purpose
as a result of the consummation of this Plan;
(ii) With respect to any Policy described in Section 7.3(b), the
consummation of this Plan, including the crediting of consideration in
the form of Policy Credits to such Policy pursuant to Section 7.3, will
not:
(A) result in a distribution to the employee or beneficiary of
the arrangement under Section 72 or 403(b)(11) of the Code, or a
designated distribution that is subject to withholding under Section
3405(e)(1)(A) of the Code;
(B) adversely affect the favorable tax status of any such Policy
which qualifies as a "tax sheltered annuity" or an "individual
retirement annuity" within the meaning of Section 403(b), 408(b) or
408A of the Code;
(C) result in the imposition of a penalty for a premature
distribution under Section 72(t) of the Code or a penalty for excess
contributions to certain qualified retirement plans under Section
4973 or 4979 of the Code; or
(D) otherwise adversely affect the tax-favored status accorded
such Policies under the Code or result in penalties to the holders of
such Policies under the Code;
(iii) Eligible Policyholders receiving solely Interests in the
Trust pursuant to Sections 3.3(b) and 7.3(a) will not recognize gain or
loss for federal income tax purposes as a result of the consummation of
this Plan;
(iv) Trust Beneficiaries will not recognize gain or loss for
federal income tax purposes as a result of either (A) the deposit of
shares of Company Common Stock or Common Stock into the Trust, as
described in Section 3.3 or 5.2, or (B) the withdrawal of Trust Shares
from the Trust, as described in Section 3.3;
(v) The conversion of the Company from a mutual life insurance
company into a stock life insurance company by operation of Section 7312
and pursuant to Section 5.2 will qualify as a reorganization within the
meaning of Section 368(a) of the Code and the Company will be a party to
the reorganization within the meaning of Section 368(b) of the Code; and
(vi) The Holding Company will not recognize any gain or loss for
federal income tax purposes as a result of (A) its issuance of Common
Stock to the Trust; (B) its receipt of shares of Company Common Stock;
(C) its cancellation, for no consideration, of its Common Stock
previously issued to the Company and held by the Company immediately
prior to the Effective Date; or (D) its sale of shares of Common Stock
in the IPO for cash, each pursuant to Section 5.2.
(b) The Company shall have received a favorable ruling from the IRS
that the Trust will be classified as a "grantor trust" within the meaning
of Section 671 et seq. of the Code.
(c) The Company shall have received a favorable opinion of Debevoise &
Plimpton, special counsel to the Company, or other nationally-recognized
independent tax counsel to the Company, addressed to the Board and in form
and substance satisfactory to the Company, substantially to the effect that
the summary of the principal federal income tax consequences to Eligible
Policyholders resulting from their receipt of consideration pursuant to
Sections 3.3 and 7.3, set forth in the information provided to Eligible
Policyholders pursuant to Section 5.4 or 5.5, was correct and complete in
all material respects as of the date of commencement of the mailing of such
information to Eligible Policyholders and remains correct and complete as
of the Plan Effective Date, except for any changes in law, regulations or
official interpretations occurring after the date thereof and before the
Plan Effective Date, the effect of which the Board, in its discretion, has
determined (taking into account any remedial action the Board may authorize
or direct) to be not materially adverse to the interests of the Eligible
Policyholders.
(d) The Company shall have received:
(i) a favorable SEC no-action letter or exemptive relief from the
SEC to the effect that the Interests may be distributed to Trust
Eligible Policyholders under this Plan without registration under the
Securities Act, in reliance on the exemption provided under Section
3(a)(10) of that Act; that Trust Beneficiaries who are not "affiliates"
(as defined in the Securities Act) may withdraw shares from the Trust
and resell shares withdrawn from the Trust without registration under
the Securities Act; that the Purchase and Sale Program
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may be operated in accordance with this Plan, the Trust Agreement and
the Purchase and Sale Program Procedures in compliance with the
Securities Act and the Securities Exchange Act of 1934, as amended; and
that the Trust is not required to be registered under the Investment
Company Act of 1940, as amended; and
(ii) a blue sky memorandum of Debevoise & Plimpton, special counsel
to the Company, or other nationally-recognized independent counsel, to
the effect that the Interests may be distributed to Trust Eligible
Policyholders under this Plan without registration, without registration
of the Holding Company, the Company or the Trust as a broker-dealer and
without registration as issuer-agents, under state securities laws and
insurance securities laws, in each case addressed to the Board and in
form and substance satisfactory to the Company.
The SEC no-action letter regarding the Section 3(a)(10) exemption and the
blue sky memorandum described above shall be received by the Company and
delivered to the Superintendent in the manner provided by Section 5.7(e) on
or prior to the date of mailing of the information to Eligible
Policyholders pursuant to Section 5.5.
(e) Copies of the opinions and memoranda described in this Section 5.7
shall be delivered on or prior to the Plan Effective Date to the Superintendent,
together with a statement that the Superintendent shall be entitled to rely upon
such opinions and memoranda as though they were addressed to him in connection
with his review of the Plan pursuant to Section 7312.
5.8 Other Opinions. (a) The Company shall have received an opinion of its
financial advisors as to the fairness from a financial point of view to the
policyholders of the Company who are Eligible Policyholders, taken as a group,
of the exchange of the aggregate Policyholders' Membership Interests for shares
of Common Stock, cash or Policy Credits in accordance with this Plan, which
shall be confirmed as of the Plan Effective Date.
(b) The Company shall have received an opinion of Kenneth Beck, a
consulting actuary associated with PricewaterhouseCoopers LLP, or another
nationally recognized independent actuary, as to certain actuarial matters
relating to the allocation of policyholder consideration under this Plan and the
Closed Block, which shall be confirmed as of the Plan Effective Date. The
Superintendent shall be entitled to rely upon such opinions as though they were
addressed to him in connection with his review of this Plan pursuant to Section
7312.
(c) Copies of the opinions described in Sections 5.8(a) and (b) that are
rendered in writing to the Board on the Adoption Date and thereafter to and
including the Plan Effective Date relating to this Plan, the Trust, the IPO and
any Other Capital Raising Transaction shall be delivered on or prior to the Plan
Effective Date to the Superintendent.
ARTICLE VI
POLICY OWNERSHIP AND IN FORCE DATES
6.1 Determination of Ownership. Unless otherwise stated in this Article
VI, the Company shall determine the Owner of any Policy as of any date on the
basis of its records as of such date in accordance with the following
provisions:
(a) The Owner of a Policy that is an individual insurance policy or annuity
contract (including each Certificate or participation interest deemed to be a
Policy pursuant to Section 6.3(b), (d), (e) or (f)) shall be the Person
specified in the Policy as the owner or contract holder unless no owner or
contract holder is so specified, in which case:
(i) the Owner of a Policy that is an individual policy of life
insurance or of accident and health insurance shall be deemed to be the
Person insured, if the Policy was issued upon the application of such
Person, or the Person who effectuated the Policy, if the Policy was issued
on the application of a Person other than the Person insured, and
(ii) the Owner of a Policy that is an individual annuity or pure
endowment contract shall be deemed to be the Person to whom the Policy is
payable by its terms, exclusive of any beneficiaries, contingent owners or
contingent payees.
(b) Except as otherwise provided in Section 6.3, the Owner of a Policy that
is a group insurance policy or a group annuity contract shall be the Person or
Persons specified in the group or master policy or contract as the policy or
contract holder unless no policy or contract holder is so specified, in which
case the Owner shall be the Person or Persons to whom or in whose name the group
or master policy or contract shall have been issued and held or deemed to have
been issued, as shown on the Company's records.
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(c) Notwithstanding Sections 6.1(a) and (b), the Owner of a Policy that has
been assigned to another Person by an assignment of ownership thereof absolute
on its face and filed with the Company in accordance with the provisions of the
Policy and the Company's rules with respect to the assignment of the Policy in
effect at the time of such assignment shall be the assignee of such Policy as
shown on the records of the Company. Unless an assignment satisfies the
requirements specified for such an assignment in this subsection (c), the
determination of the Owner of a Policy shall be made without giving effect to
the assignment.
(d) Notwithstanding Sections 6.1(b) and (c), with respect to a Policy that
funds an employee benefit plan and that has been assigned by an assignment
absolute on its face after the Adoption Date and before the Plan Effective Date
as provided above to a trust for such plan, the trust shall be deemed to have
been the Owner on the Adoption Date for purposes of Section 7.1(b) and of the
definition of Eligible Policyholder set forth in Article II.
(e) In no event may there be more than one Owner of a Policy, although more
than one Person may constitute a single Owner. When one Policy has more than one
Person specified as the owner or more than one Person who would be treated as an
Owner under this Section 6.1, all of these Persons shall be deemed,
collectively, to be the single Owner of the Policy. In the event that different
Persons own a Policy as trustees for the same trust as shown by the tax
identification number associated with these Persons in the Company's records,
the trust, and not these Persons, shall be deemed one Owner.
(f) Except as otherwise set forth in this Article VI, the identity of the
Owner of a Policy shall be determined without giving effect to any interest of
any other Person in the Policy.
(g) Subject to Section 6.1(j), the determination of the identity of the
Owner of a Policy, including, but not limited to, such determination in any
situation not expressly covered by the foregoing provisions of this Section 6.1,
shall be made in good faith by the Company on the basis of its records, and,
except for administrative errors, the Company shall not have any obligation to
examine or consider any other facts or circumstances.
(h) The mailing address of an Owner as of any date for purposes of this
Plan shall be the Owner's most recent address as shown on the records of the
Company.
(i) If the Owner of a Policy as determined under Article VI has died, then
the Owner shall be deemed to be the estate or other successor of the Owner.
(j) Any dispute as to the identity of the Owner of a Policy or the right to
vote or receive consideration shall be resolved in accordance with procedures
acceptable to the Superintendent and, if applicable, Section 7312(k)(4).
6.2 In Force Dates. (a) Except as otherwise provided in Section 6.3, a
Policy shall be deemed to be In Force on any date if (x) as shown on the
Company's records on such date, the Issue Date of such Policy is on or prior to
that date, and, except for Policies providing group term life or health, group
universal life, group variable universal life or group long-term care coverage,
as of that date the required premium has been received at the Company's
administrative offices, and (y) the Policy, as shown on the Company's records on
that date, has not matured by death or otherwise been surrendered or otherwise
terminated. With respect to clause (y), the following special rules shall also
apply:
(i) a Policy that is a life insurance policy shall be deemed to be In
Force after lapse for nonpayment of premiums during any applicable grace
period, or other similar period however denominated in such Policy, and, if
applicable, for so long as it continues as reduced paid-up insurance or as
extended term insurance, on the records of the Company;
(ii) a Policy that has been reinstated after not being In Force shall
be deemed to be In Force commencing on the date of reinstatement of the
reinstated Policy, as shown on the records of the Company, without regard
to any prior period during which the Policy was In Force;
(iii) a Policy that is a group annuity contract shall not be deemed In
Force on any date if on that date the Company has no monies on deposit with
respect to such Policy and the Company has no obligations under any
individual annuity Certificate issued with respect to such Policy;
(iv) a group Policy shall not be deemed to be In Force on any date if
on that date the Policy has terminated and the Company's only obligations
with respect to such Policy either are (A) to disabled Certificate holders
who, in accordance with the terms of the Policy, are eligible for and are
receiving benefits or coverage under the Policy, or (B) for unpaid claims
incurred under the Policy prior to its termination; and
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(v) an individual Policy shall not be deemed to be In Force on any
date if on that date the Policy has terminated and the Company's only
obligations with respect to such Policy are for unpaid claims incurred
under the Policy prior to its termination.
(b) A Policy shall not be deemed to be In Force until it is issued, or
deemed issued on the Company's records, and coverage thereunder is in effect,
notwithstanding that temporary insurance upon application for such Policy may be
In Force prior to the Issue Date.
(c) Notwithstanding the fact that a new Policy, such as a supplementary
contract, has been issued as a result of the exercise of a right under a
predecessor Policy, the new Policy shall be deemed to be In Force in accordance
with its Issue Date without regard to the Issue Date of the predecessor Policy.
However, if the predecessor Policy is registered under the Securities Act, and
the Owner of the Policy received as the settlement option a variable payout
annuity covered by the same prospectus as the predecessor Policy, then the
variable payout annuity (i) shall be deemed to be In Force in accordance with
the Issue Date of the predecessor Policy and (ii) shall be deemed to be a
Participating Policy if such payout annuity or such predecessor Policy is or was
a Participating Policy.
(d) A Policy shall not be deemed to have matured by death as of any date
unless notice of such death has been received by the Company on or prior to that
date, as shown on the Company's records. The date of the surrender or lapse of a
Policy shall be as shown on the Company's records.
6.3 Certain Group Policies and Contracts. (a) Except as provided in
Sections 6.3(b) and 6.3(d), each employer or entity whose employees,
participants or members have coverage under any of the Company's group welfare
benefit Policies issued to, or deemed to have been issued on the Company's
records to, and held by a trust established by, or on behalf of, the Company or
to a trust established by, or on behalf of, two or more employers shall be
deemed to be the Owner of a Policy. The Policy shall be deemed to be In Force as
of any date, if the employer or entity has requested and has been approved or
deemed approved for participation in the trust or coverage is otherwise in
effect under the group Policy, and the trust participation or coverage under the
group Policy is in effect as of that date, as shown on the Company's records.
The trustee of any such trust shall not be an Eligible Policyholder or an Owner.
(b) Each Certificate, described in clauses (i) through (iii) below, shall
be deemed to be a Policy, the Owner of which shall be determined in accordance
with Section 6.1, and that Certificate shall be deemed to be In Force as of any
date if, as shown on the Company's records, the exercise of the option described
in those clauses occurs on or prior to that date and the effectiveness of the
option has not terminated on or before that date. This rule shall apply only to
those Certificates held by the following Persons:
(i) Persons who have exercised a portability or continuation option
under any of the Company's group Policies providing optional term life
insurance or long-term disability insurance and, following the exercise of
the option, hold Certificates under group Policies issued to, or deemed to
have been issued on the Company's records to, and held by a trust
established by, or on behalf of, the Company, or a trust established by, or
on behalf of, two or more employers. The trustee of any such trust shall
not be an Eligible Policyholder or an Owner; or
(ii) Persons who have exercised a portability or continuation option
under any of the Company's group universal life insurance Policies or group
variable universal life insurance Policies, or who have exercised a
continuation option under any of the Company's group Policies providing
long-term care insurance, provided the experience for such Certificates is
not maintained with the experience of the named policyholder or the Owner
pursuant to Section 6.3(a) of the group Policy from which such Certificates
were issued. Neither the named policyholder of the group Policy pursuant to
which such Certificates were issued nor the Owner pursuant to Section
6.3(a) shall be an Eligible Policyholder or an Owner with respect to the
coverage evidenced by such Certificates; or
(iii) Persons who have exercised a paid-up option under any of the
Company's group universal life insurance Policies or group variable
universal life insurance Policies. Neither the named policyholder of the
group Policy pursuant to which such Certificates were issued nor the Owner
pursuant to Section 6.3(a) shall be an Eligible Policyholder or an Owner
with respect to the coverage evidenced by such Certificates.
(c) Each employer, association or entity whose employees, participants or
members are covered under any of the Company's group annuity contracts, other
than those specified in Section 6.3(e), issued to, or deemed to have been issued
on the Company's records to, and held by a trust established by, or on behalf
of, the Company, shall be deemed to be the Owner of a Policy. The Policy shall
be deemed to be In Force as of any date, if the employer, association or entity
has requested and been approved or deemed approved for participation in such
trust, or coverage is otherwise in effect under the group annuity contract, and
the trust participation or coverage under the group annuity
Plan of Reorganization
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contract is in effect as of that date, as shown on the Company's records. The
trustee of any such trust shall not be an Eligible Policyholder or an Owner.
(d) Each Certificate (x) that is issued under any of the Company's group
Policies issued to, or deemed to have been issued on the Company's records to,
and held by a trust established by, or on behalf of, the Company and (y) that
does not require affiliation by Certificate holders with any particular
employer, voluntary employees' beneficiary association or entity in order to
have coverage under the group Policy (i) shall be deemed to be a Policy, the
Owner of which shall be determined in accordance with Section 6.1, and (ii)
shall be deemed to be In Force as of any date if, as shown on the Company's
records, the Certificate's effective date occurs on or prior to that date and
the Certificate has not terminated on or before that date. The trustee of any
such trust shall not be an Eligible Policyholder or an Owner.
(e) Each Certificate that is qualified or is intended to be qualified under
Section 408 or 408A of the Code (including Roth Individual Retirement Accounts
("IRAs"), SIMPLE IRAs, SEP IRAs and traditional IRAs), Section 403(b) of the
Code (tax-sheltered annuities), or Section 72(s) of the Code (tax deferred
annuities) and that is issued under any of the Company's group annuity contracts
issued to, or deemed to have been issued on the Company's records to, and held
by a trust established by, or on behalf of, the Company (i) shall be deemed to
be a Policy, the Owner of which shall be determined in accordance with Section
6.1; and (ii) shall be deemed to be In Force as of any date if, as shown on the
Company's records, such Certificate's effective date occurs on or prior to such
date and such Certificate has not terminated on or before such date. The trustee
of any such trust shall not be an Eligible Policyholder or an Owner.
(f) Each participation interest under any of the Company's group annuity
contracts issued to brokers or other intermediaries as agents for employers,
plans or entities shall be deemed to be a Policy and each participating
employer, plan or entity thereunder shall be deemed to be an Owner, provided
that there is an arrangement with or on behalf of such employer, plan or entity.
In that case, the participation interest shall be deemed to be In Force as of
any date if, as shown on the Company's records, the employer's, plan's or
entity's participation date occurs on or prior to that date and the
participation interest has not terminated on or prior to that date. If no
arrangement exists, each Certificate issued under such contract (i) shall be
deemed to be a Policy, the Owner of which shall be determined in accordance with
Section 6.1, and (ii) shall be deemed to be In Force as of any date if, as shown
on the Company's records, such Certificate's effective date occurs on or prior
to such date and such Certificate has not terminated on or before such date. In
either case, the broker or other intermediary holding any such group annuity
contracts shall not be an Eligible Policyholder or an Owner.
(g) The Company shall, subject to the approval of the Superintendent,
determine ownership and In Force rules for any types of group Policies not
specifically covered by Section 6.3, if the Company determines that the general
provisions of Sections 6.1 and 6.2 are not applicable. These rules shall be
applied in a manner that is consistent with the other provisions of this Article
VI.
ARTICLE VII
ALLOCATION AND PAYMENT OF POLICYHOLDER CONSIDERATION
7.1 Allocation of Allocable Common Shares. (a) The consideration to be
given to Eligible Policyholders in exchange for their Policyholders' Membership
Interests shall be shares of Company Common Stock (which shall then be exchanged
for an equal number of shares of Common Stock to be held through the Trust),
cash or Policy Credits. Solely for purposes of calculating the amount of this
consideration, each Eligible Policyholder's allocation of Allocable Common
Shares shall be determined in accordance with this Article VII and the Actuarial
Contribution Memorandum.
(b) Each Eligible Policyholder shall be paid consideration based on the
allocation to the Eligible Policyholder of a number of Allocable Common Shares
equal to the sum of
(i) a fixed component of consideration equal to ten shares of Company
Common Stock (subject to proportional adjustment as provided in Section
10.2) (the "Fixed Component"), regardless of the number of Policies owned
by such Eligible Policyholder in the same capacity, and
(ii) a variable component of consideration equal to the portion, if
any, of the Aggregate Variable Component which is allocated in respect of
the Qualifying Policies of which the Eligible Policyholder is the Owner on
the Adoption Date.
This sum will be rounded to the nearest whole share (with one-half being rounded
upward). The Allocable Common Shares shall be allocated first to provide for the
number of shares required for the aggregate Fixed Component allocable to all
Eligible Policyholders, and the remainder of the Allocable Common Shares shall
constitute the Aggregate Variable Component. The Aggregate Variable Component
shall be allocated to determine the Variable Equity
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Shares in respect of the Qualifying Policies in accordance with Section 7.2 and
the Actuarial Contribution Memorandum.
7.2 Allocation of Aggregate Variable Component. (a) The Aggregate Variable
Component shall be allocated to Eligible Policyholders in respect of their
Qualifying Policies as follows:
(i) The allocation to each Eligible Policyholder shall be made by
multiplying the Variable Equity Share determined in accordance with this
clause (i) for the Eligible Policyholder by the number of Allocable Common
Shares constituting the Aggregate Variable Component. For the purpose of
determining the Variable Equity Shares of Qualifying Policies with a
positive Actuarial Contribution, negative Actuarial Contributions of
Qualifying Policies will be adjusted by setting them to zero, subject to
Section 7.2(a)(iii). The Variable Equity Share for each Eligible
Policyholder shall be equal to the sum of the Actuarial Contributions of
all of that Eligible Policyholder's Qualifying Policies, as so adjusted,
divided by the sum of the Actuarial Contributions of all Qualifying
Policies, as so adjusted.
(ii) From determinations of (A) the contributions of Qualifying
Policies to the Company's surplus and (B) the assets required to provide
for future benefits of those Qualifying Policies, the Company shall make
reasonable determinations of the dollar amount of the Actuarial
Contribution, both positive and negative, for each Qualifying Policy,
according to the principles, assumptions and methodologies set forth in the
Actuarial Contribution Memorandum.
(iii) If, for the purposes of determining the dividend scales or
experience factors of a Qualifying Policy, the experience of different
Policies has been combined together or has been transferred from one to
another, regardless of whether the Policy from which such experience has
been combined or transferred remains In Force, the experience shall be
taken into consideration in determining such Qualifying Policy's Actuarial
Contribution, as described in the Actuarial Contribution Memorandum.
(iv) Each Actuarial Contribution shall be determined on the basis of
the Company's records as of the Statement Date, unless the Qualifying
Policy shall have been issued after the Statement Date, in which case the
Actuarial Contribution for the Qualifying Policy shall be equivalent to the
present value as of the Statement Date of its expected future contribution
to the surplus of the Company, as estimated by the Company in accordance
with the Actuarial Contribution Memorandum.
(b) As described in the Actuarial Contribution Memorandum, past annual
contributions to the assets of the Company for Qualifying Policies In Force on
the Statement Date shall be (i) accumulated with interest to the Statement Date
and (ii) reduced by an amount equal to the assets as of the Statement Date
which, together with estimated future revenues, are sufficient to provide for
the future benefits, expenses and taxes of such Policies as estimated by the
Company. For all Qualifying Policies, the assets sufficient as of the Statement
Date to provide for future benefits, expenses and taxes for such Policies shall
be equal to the statutory reserves and other statutory liabilities attributable
to such Policies less the Company's estimate of the present value of the
expected future contributions to surplus from such Policies, in each case as of
the Statement Date.
(c) The Actuarial Contribution Memorandum, in form and substance acceptable
to the Superintendent, was adopted by the Board as part of this amended and
restated Plan prior to the mailing of notices referred to in Sections 5.4 and
5.5. The Actuarial Contribution Memorandum was completed in accordance with the
principles set forth in this Section 7.2 and the Actuarial Contribution
Principles and Methodologies and provides further details regarding the
provisions of Sections 7.1(a), 7.1(b), 7.2(a) and 7.2(b).
7.3 Payment of Consideration. (a) Except as otherwise provided in Sections
7.3(b), (c) and (d), each Eligible Policyholder shall receive consideration in
the form of shares of Company Common Stock (to be exchanged for an equal number
of shares of Common Stock and held through the Trust). Interests in the Trust
shall be allocated to Trust Eligible Policyholders in accordance with Section
3.3(b).
(b) The Eligible Policyholders described below shall receive such
consideration in the form of Policy Credits with respect to the Policies
described below:
(i) each individual Owner of a Policy that is an individual retirement
annuity within the meaning of Section 408 or 408A of the Code or a tax
sheltered annuity within the meaning of Section 403(b) of the Code;
(ii) each Owner of a Policy that is an individual annuity contract
that has been issued pursuant to a plan qualified under Section 401(a) or
403(a) of the Code directly to the plan participant;
(iii) each Owner of a Policy that is an individual life insurance
policy that has been issued pursuant to a plan qualified under Section
401(a) or 403(a) of the Code directly to the plan participant; and
(iv) each Owner of a Policy that is a life or health insurance funding
account or guaranteed life insurance funding account.
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If any such Policy has matured by death or otherwise been surrendered or
terminated after the Adoption Date but prior to the date on which the Policy
Credits would have been credited, however, cash in the amount of the Policy
Credits shall be paid in lieu of the Policy Credits to the Person to whom the
death benefit, surrender value or other payment at termination was made under
such Policy.
(c) The Eligible Policyholders described below shall receive such
consideration in the form of cash:
(i) each Eligible Policyholder, other than any Eligible Policyholder
entitled to receive Policy Credits pursuant to Section 7.3(b), whose
address for mailing purposes as shown on the records of the Company as of
the Plan Effective Date is located outside the United States;
(ii) except as provided in Section 7.3(b), any Eligible Policyholder,
or class of Eligible Policyholders, with respect to which the Company
determines in good faith to the satisfaction of the Superintendent that it
is not reasonably feasible or appropriate to provide consideration in the
form that such Eligible Policyholder or class of Eligible Policyholders
would otherwise receive;
(iii) except as provided in Section 7.3(b), each Eligible Policyholder
owning an industrial life policy that is in reduced paid-up status, with
respect to whom the Company, after a reasonable effort to locate such
Eligible Policyholder, has a reasonable belief that the most recent address
for mailing purposes as shown on the records of the Company is an address
at which mail to such Eligible Policyholder is undeliverable; and
(iv) each group Eligible Policyholder that (x) is an owner of a Policy
that is an individual retirement annuity within the meaning of Section 408
or 408A of the Code or a tax sheltered annuity within the meaning of
Section 403(b) of the Code, and (y) has affirmatively made an election to
receive cash in lieu of Interests on a form approved by the Superintendent
that has been provided to such Eligible Policyholder pursuant to Section
5.5(b) and has been properly completed and received by the Company prior to
the date set by the Company, but only with respect to such Policy.
(d) Subject to the third sentence of this Section 7.3(d), each Eligible
Policyholder, other than any Eligible Policyholder required to receive Policy
Credits pursuant to Section 7.3(b) or who is required to receive cash pursuant
to Section 7.3(c), that has affirmatively made an election to receive cash in
lieu of Interests, on a form approved by the Superintendent that has been
provided to such Eligible Policyholder pursuant to Section 5.5(b) and has been
properly completed and received by the Company prior to the date set by the
Company, shall receive consideration in the form of cash. The total amount of
funds available to be distributed in cash to Eligible Policyholders pursuant to
this Section 7.3(d) shall be equal to the amount of cash proceeds contributed by
the Holding Company to the Company pursuant to Section 5.2(h) less the sum of:
(i) the amount required to be paid by the Company to fund the paying
of cash pursuant to Section 7.3(c) and the crediting of Policy Credits
pursuant to Section 7.3(b),
(ii) an amount equal to the amount required to reimburse the Company
for cash payments to be made by the Canadian branch of the Company to the
holders of policies included in the Canadian business sold to Clarica Life,
and
(iii) the amount of the fees and expenses incurred by the Company in
connection with the Reorganization, to the extent required by the
undertaking delivered by the Company and the Holding Company to the
Superintendent in accordance with Section 7312(p).
If the amount available to be paid by the Company to Eligible Policyholders
pursuant to this Section 7.3(d) as determined under the preceding sentence is
inadequate to pay cash to all such Eligible Policyholders, the amount available
shall be distributed by the Company to such Eligible Policyholders as follows:
(A) each individual Eligible Policyholder that elects to receive cash
shall receive consideration in the form of cash;
(B) each group Eligible Policyholder that elects to receive cash and
is allocated not more than 25,000 shares shall receive consideration in the
form of cash; and
(C) each group Eligible Policyholder that elects to receive cash and
is allocated more than 25,000 shares shall receive consideration in the
form of:
(x) cash, with respect to the first 25,000 shares allocated to the
Eligible Policyholder, and
(y) either shares of Company Common Stock (to be exchanged for an
equal number of shares of Common Stock and held through the Trust) or a
combination of cash and shares of Company Common Stock (to be exchanged
for an equal number of shares of Common Stock and held through the
Trust), with respect to the remaining shares allocated to such Eligible
Policyholder. Such cash shall be allocated to each such Eligible
Policyholder on a pro rata basis based on the proportion that the total
number of shares in excess of 25,000 shares allocated to such Eligible
Policyholder bears to the total number of shares in
Plan of Reorganization
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excess of 25,000 shares allocated to all Eligible Policyholders
allocated more than 25,000 shares that have elected to receive cash.
Fractions of a share will not be issued. If such allocation of cash
would otherwise result in an Eligible Policyholder's receiving cash in
respect of a whole number of shares and a fraction of a share, and would
result in the allocation of the complementary fraction of a share of
Common Stock, the cash allocation to the Eligible Policyholder will be
reduced (and the share issuance correspondingly increased) so that cash
is distributed in respect of such whole number of shares.
For group Eligible Policyholders allocated consideration with respect to
Policies described in Section 7.3(c)(iv) and other Policies, the provisions of
this Section 7.3(d) shall apply only to such other Policies.
(e) If an Eligible Policyholder that is an Owner of more than one Policy is
entitled to receive consideration under this Article VII both in the form of
Policy Credits and in the form of cash or shares of Company Common Stock (to be
exchanged for an equal number of shares of Common Stock and held through the
Trust), the Fixed Component shall be payable only with respect to those Policies
for which cash or shares of Company Common Stock (to be exchanged for an equal
number of shares of Common Stock and held through the Trust) are paid. In the
event an Eligible Policyholder has been allocated the Fixed Component with
respect to two or more Policies, all of which would be credited Policy Credits
pursuant to this Section 7.3, then the Fixed Component shall be applied to the
Policy with the earliest Issue Date. The Fixed Component shall be paid in cash
or shares of Company Common Stock (to be exchanged for an equal number of shares
of Common Stock and held through the Trust), as applicable under this Plan.
(f) If consideration is to be paid or credited to an Eligible Policyholder
in cash or Policy Credits, as the case may be, pursuant to this Plan, the amount
of such consideration shall be equal to the number of Allocable Common Shares
allocated to the Eligible Policyholder, as determined in accordance with this
Article VII and the Actuarial Contribution Memorandum, multiplied by the IPO
Price, and increased as required by clause (i) of the definition of Policy
Credit set forth in Article II (if applicable). If the Policy Credit is in the
form of an increase in the amount of payments distributed under a Policy that is
in the course of annuity payments, the amount of increase in payments shall be
determined by applying the amount of consideration in a manner that is
consistent with the then current product pricing, excluding any sales or similar
charges. If the Policy Credit is in the form of additional insurance or
dividends with interest, as appropriate, under a Policy that is a life insurance
policy, the amount of the Policy Credit shall be determined by applying the
amount of consideration in a manner that is consistent with the application of
dividends towards additional insurance or dividends with interest, as
appropriate. Payment shall be made by check, net of any applicable withholding
tax, or the crediting of a Policy Credit based upon the amount of consideration,
as the case may be, in accordance with Section 5.2(i).
(g) In the event that more than one Person constitutes a single Owner of a
Policy, consideration allocated in accordance with this Article VII and the
Actuarial Contribution Memorandum shall be distributed jointly to or on behalf
of such Persons.
(h) Any cash consideration that the Company is unable to distribute to any
Eligible Policyholder shall be retained by the Company and held in a manner that
is consistent with its practices for holding undeliverable or unclaimed funds on
behalf of that Eligible Policyholder until it escheats in accordance with
applicable laws.
7.4 ERISA Plans. (a) The Company has applied to the Department of Labor
for an exemption (the "DOL Exemption") from Section 406 of ERISA and Section
4975 of the Code with respect to the receipt of consideration pursuant to this
Plan by employee benefit plans subject to the provisions of such sections.
Notwithstanding any other provision of this Plan, if such exemption is not
received prior to the Plan Effective Date, the Company may delay payment of such
consideration to those Eligible Policyholders who are subject to such provisions
and place such consideration in an escrow or similar arrangement subject to
terms and conditions approved by the Superintendent. Any such escrow or
arrangement shall provide for payment of such consideration to Eligible
Policyholders or, in the case of consideration consisting of shares of Common
Stock, to the Trust on behalf of Eligible Policyholders, not later than the
third anniversary of the Plan Effective Date and all costs and expenses of such
escrow or arrangement shall be borne by the Holding Company.
(b) The Company shall retain an independent fiduciary to represent the
MetLife ERISA Plans that are Eligible Policyholders. The independent fiduciary
shall perform the following duties with respect to the MetLife ERISA Plans:
(i) vote on the proposal to approve the Plan;
(ii) make an election whether to receive cash instead of stock (to be
held in the Trust) as consideration under the Plan;
(iii) make determinations on behalf of the MetLife ERISA Plans with
respect to the voting and continued holding of any Interests received by
those MetLife ERISA Plans; and
Plan of Reorganization
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(iv) any other duties in accordance with the DOL Exemption or as
required by ERISA or other applicable laws. The independent fiduciary will
act solely in the best interests of the MetLife ERISA Plans and their
participants in making the required decisions without regard to the
business interests of the Company.
(c) The independent fiduciary shall continue to perform the above duties
for so long as the Interests represent 10% or more of the fair market value of
the assets of any MetLife ERISA Plan; provided, however, that the independent
fiduciary shall continue to perform the above duties for so long as required in
accordance with the DOL Exemption.
ARTICLE VIII
METHOD OF OPERATION FOR PARTICIPATING BUSINESS
8.1 Establishment of the Closed Block. (a) The Closed Block Business shall
be included in the Closed Block to ensure that the reasonable dividend
expectations of policyholders who own Policies included in the Closed Block
Business are met. As set forth in the Closed Block Memorandum, assets of the
Company shall be allocated to the Closed Block in an amount that produces cash
flows which, together with anticipated revenue from the Closed Block Business,
are reasonably expected to be sufficient to support the Closed Block Business
including, but not limited to, provisions for payment of claims and certain
expenses and taxes, and to provide for continuation of dividend scales payable
in 1999, if the experience underlying such scales continues, and for appropriate
adjustments in such scales if the experience changes. Subject to the provisions
of this Article VIII, all Participating Policies that are part of the Closed
Block Business shall continue to be Participating Policies in accordance with
their terms.
(b) The Exhibit H Closed Block Assets are certain of the Company's assets,
or portions of the Company's assets, that are allocated to the Closed Block as
of the Statement Date. Cash and policy loans, accrued interest and due and
deferred premiums shall be allocated to the Closed Block as of the Statement
Date, as described in the Closed Block Memorandum. The Exhibit H Closed Block
Assets and such cash, policy loans, accrued interest and due and deferred
premiums shall be brought forward to the Plan Effective Date in accordance with
the principles set forth in Section 8.2. The amount of the Company's assets
required to support the Closed Block as of the Statement Date is determined as
set forth in the Closed Block Memorandum.
8.2 Operation of the Closed Block. (a) After the Statement Date, insurance
and investment cash flows from operations of the Closed Block Business, the
Exhibit H Closed Block Assets, the cash allocated to the Closed Block and, as
described in the Closed Block Memorandum, all other assets acquired by or
allocated to the Closed Block shall be received by or withdrawn from the Closed
Block in accordance with the principles set forth in this Section 8.2(a).
(i) With respect to insurance cash flows:
(A) Cash premiums, cash repayments of policy loans and policy loan
interest paid in cash on Closed Block Business, and amounts paid for
reinstatement of the Closed Block policies into the Closed Block
(including reinstatement of certain policies on extended term insurance
originating from the Closed Block, as further described in the Closed
Block Memorandum) shall be received by the Closed Block. Death,
surrender and maturity benefits (including interest allowed for delayed
payment of benefits) paid in cash, policy loans taken in cash and
dividends paid in cash on Closed Block Business shall be withdrawn from
the Closed Block.
(B) As described in the Closed Block Memorandum, cash shall be
withdrawn from the Closed Block in the amount of state and local premium
taxes (including franchise taxes to the extent measured solely by
premiums) paid in cash on premiums received in respect of Closed Block
Business. Cash payments with respect to certain reinsurance on Closed
Block Business, as described in the Closed Block Memorandum, shall be
withdrawn from or received by the Closed Block.
(C) Cash payments shall be withdrawn from or received by the Closed
Block for federal income taxes, and additive state and local taxes, in
accordance with the procedure described in the Closed Block Memorandum.
(D) Cash shall be withdrawn from the Closed Block for certain
maintenance expenses, all of which are fixed charges without regard to
actual expenses, all as described in the Closed Block Memorandum.
(E) With respect to Closed Block Business issued after the
Statement Date and prior to the Plan Effective Date, an amount equal to
the anticipated present value, as of each Policy's Issue Date, of future
premiums, less the anticipated present value of future guaranteed
benefits, dividends, allocated investment management and maintenance
expenses, state and local premium taxes, reinsurance expenses and
provision for federal income taxes, and additive state and local taxes,
all as set forth in the Closed Block Memorandum, shall be withdrawn from
the Closed Block.
Plan of Reorganization
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(F) If the surrender benefit under a Policy of a type described in
Exhibit A is used to elect extended term insurance pursuant to a
non-forfeiture provision, such Policy shall be withdrawn from the Closed
Block in accordance with Exhibit A.
(G) As described in the Closed Block Memorandum, cash shall be
received by the Closed Block for adjustments due to mortality experience
for certain Policies included in the Closed Block that are issued as a
result of a group conversion and for adjustments due to death claims on
Closed Block Business which were incurred prior to the Statement Date,
but reported after the Statement Date.
(H) With respect to Policy Credits provided for Policies included
in the Closed Block pursuant to Article VII, shortly after the Plan
Effective Date, the Company shall transfer to the Closed Block the
amount appropriate to reflect the addition of such Policy Credits as set
forth in the Closed Block Memorandum. Cash or other Eligible Investments
will be added to the Closed Block in an amount equal to the statutory
liabilities with respect to the Policies in the Closed Block receiving
Policy Credits, calculated immediately after adding the Policy Credits,
less the statutory liabilities with respect to the same Policies,
calculated immediately prior to adding the Policy Credits.
(ii) With respect to investment cash flows:
(A) Cash received on dispositions of investments shall be net of
all reasonable and customary brokerage and other transaction expenses
that are deducted in reporting gross proceeds of those sales in the
Company's Annual Statement to the Superintendent. Cash payments for
equity real estate acquired upon foreclosure of, reasonable and
customary operating expenses of, and equity real estate taxes (as
reported in the Annual Statement) on, any Closed Block assets that are
investments in equity real estate shall be withdrawn from the Closed
Block.
(B) Cash paid for expenses in acquiring an investment shall be
withdrawn from the Closed Block to the extent included in the cost of
such investment in the Company's Annual Statement to the Superintendent.
(C) Cash shall be withdrawn from the Closed Block for investment
management expenses, all of which are fixed charges without regard to
actual expenses, as set forth in the Closed Block Memorandum.
(iii) Assets shall be added to the Closed Block in connection with any
enhancement to Policies included in the Closed Block made in accordance
with any legal or other settlement entered into after the Statement Date,
subject to the prior approval of the Superintendent when material in
relation to the assets in the Closed Block. Cash or other Eligible
Investments shall be added to the Closed Block in an amount equal to the
statutory liabilities with respect to the Policies in the Closed Block
receiving enhancements, calculated immediately after adding the
enhancements, less the statutory liabilities with respect to the same
Policies, calculated immediately prior to adding the enhancements.
(b) New investments acquired after the Statement Date on behalf of the
Closed Block shall be Eligible Investments. The Closed Block shall choose
investments from the same asset classes that are allowed for investments made on
behalf of the Company's general account. These include, but are not limited to,
both publicly and privately sourced domestic and foreign securities and assets
in the categories of government and government agency securities; corporate
bonds; mortgage-backed and other asset-backed securities; residential,
commercial and agricultural mortgage loans; limited or general partnership
interests; common and preferred stock (including through investments in mutual
funds and index funds); equity real estate; and other equity interests; as well
as all participations, components or other interests in any of such investments.
Derivatives, collateralized funding, and securities lending may be used to the
extent permitted by the laws applicable to the Company.
Except in connection with a work-out, restructuring, bankruptcy or other
reorganization involving an investment acquired in compliance with this Section
8.2(b), the Closed Block shall not invest, at the time the investment is made,
directly or indirectly through a partnership as to which the Company or any
Company Affiliate possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of such partnership, whether
through the ownership of voting securities, by contract (except a commercial
contract for goods or non-management services) or otherwise, in (i) real
property, if it can be reasonably known by the Company that the Company or any
Company Affiliate occupies any of the space therein or (ii) debt, common or
preferred stock, or other equity issued by the Company or any Company Affiliate.
For purposes of this Section 8.2(b), no Person shall be deemed to control a
partnership solely by reason of being an officer or employee of such
partnership.
(i) The Closed Block shall be managed so that, at the time any assets
of the Closed Block are acquired, a majority of the resulting Closed Block
fixed income portfolio will be investment grade, based on ratings of the
National Association of Insurance Commissioners or comparable ratings.
Equity investments shall be acquired giving consideration to market
availability, risk characteristics relative to the Closed Block liabilities
and the Company's then current best judgment regarding their relative
expected returns.
Plan of Reorganization
23
<PAGE> 27
(ii) The Closed Block assets shall be managed in the aggregate to seek
a high level of return consistent with the preservation of principal and
equity and with the principles of this Section 8.2(b).
(iii) The Closed Block assets shall reflect the duration and the
ability to take risk consistent with the long-term nature of the Closed
Block and the investment objectives outlined in Section 8.2(b)(ii).
(iv) The Closed Block assets shall be managed in compliance with the
New York Insurance Law and other applicable laws and regulations. Closed
Block assets shall be managed in good faith and with that degree of care
that an ordinarily prudent individual or entity in a like position would
use under similar circumstances. The Closed Block shall also be managed,
from the investment perspective, as if it were an independent entity apart
from the Company, but subject to all of the New York insurance investment
laws applicable to the Company, including, but not limited to, the
investment limitations set forth in Sections 1405 and 1410 of the New York
Insurance Law (as they may be amended from time to time).
(v) The transfer of Closed Block assets between the Closed Block and
non-Closed Block segments of the Company, or within the Closed Block, may
be executed for the purpose of benefiting the Closed Block. Every such
transfer shall be executed at market price (adjusted for tax effects) as
determined in accordance with the Closed Block Investment Guidelines filed
with and approved in advance by the Superintendent.
(vi) From time to time, the Closed Block may borrow funds if it is
expected to benefit the Closed Block. This borrowing may be made from
independent external sources or from the Company or any Company Affiliate.
Any borrowing by the Closed Block will be at rates no higher than the best
rates at which the Company can borrow from an independent external source
for loans with comparable terms and conditions.
(vii) The Board shall appoint a Closed Block actuary, who is an
officer of the Company and a "qualified actuary" pursuant to Section 4217
of the New York Insurance Law (as it may be amended from time to time).
(viii) Each year, as provided in Section 8.2(b)(x), the Closed Block
actuary and an investment officer of the Company shall report to the Board
or the committee thereof supervising the operation of the Closed Block on
the current year's investment strategy for the Closed Block, provide an
overview and assessment of the implementation of the investment strategy
for the Closed Block in the prior year, distribute a copy of the most
recent opinion letter regarding the Closed Block investment strategy to be
signed by the Closed Block actuary and to be filed with the Superintendent,
as described in Section 8.2(b)(ix), and discuss that opinion letter.
(ix) The Closed Block actuary shall opine annually as provided in
Section 8.2(b)(x), with respect to the Closed Block that:
(A) the current investment strategy for the Closed Block is
appropriate for the Closed Block Business;
(B) the investment portfolio and the investment activities for the
past statement year were consistent with the investment strategy set out
at the beginning of such year or, if not, the reasons that any deviation
or change in investment strategy was necessary;
(C) with reliance on a written opinion from an investment officer
of the Company, the Closed Block had fair access to Eligible
Investments, and Eligible Investments allocated to the Closed Block
during the statement year were allocated on a fair and equitable basis
compared to allocations made to business segments of the Company that
are not part of the Closed Block Business and were in accordance with
the Company's policy regarding allocation among business segments;
(D) any borrowing during the statement year was made in accordance
with the principles set forth in this Section 8.2(b); and
(E) any investment activity during the statement year between the
Closed Block and non-Closed Block segments of the Company, or within the
Closed Block, was made in accordance with the principles set forth in
this Section 8.2(b) and the Closed Block Investment Guidelines filed
with and approved in advance by the Superintendent.
(x) The Company shall submit to the Superintendent a copy of the
opinion described in Section 8.2(b)(ix) and a copy of the most recent
materials presented to the Board or the committee thereof supervising the
operation of the Closed Block regarding the provisions of this Section
8.2(b), by July 1 of the year following the year in which the Plan
Effective Date occurs and by July 1 of each year thereafter, for so long as
the Superintendent may require.
(xi) The Company may amend this Section 8.2(b) at any time with the
prior approval of the Superintendent.
Plan of Reorganization
24
<PAGE> 28
(c) The Company shall not permit any transaction between the Closed Block
and any other portion of the Company's general account, any of its separate
accounts, or any Company Affiliate which, if entered into between the Company
and any Company Affiliate, would under Section 1505 of the New York Insurance
Law be subject to the Superintendent's prior approval, or prior notice and
nondisapproval, without such prior approval or such prior notice and
nondisapproval, as the case may be. For purposes of the preceding sentence, in
applying the percentages referred to in Section 1505, references to "the
insurer's admitted assets" in Section 1505 shall be deemed to refer to admitted
assets of the Closed Block. The Company may amend this Section 8.2(c) at any
time with the prior approval of the Superintendent.
(d) (i) Dividends on Closed Block Business shall be apportioned annually by
the Board or the committee thereof supervising the operations of the Closed
Block in accordance with applicable law and with the objective of minimizing
tontine effects and exhausting assets allocated to the Closed Block with the
final payment upon termination of the last Policy contained in the Closed Block.
(ii) The Company shall submit to the Superintendent periodic reports
of the operation of the Closed Block. These reports shall include an
opinion of an independent actuary who is a "qualified actuary" pursuant to
Section 4217 of the New York Insurance Law (as it may be amended from time
to time), and shall be submitted by July 1 of the fifth year following the
year in which the Plan Effective Date occurs and by July 1 of each fifth
year thereafter for so long as the Superintendent may require. The actuary
shall opine whether the Company, in setting dividend scales for the Closed
Block Business, has acted in accordance with the provisions of this Article
VIII.
(iii) By July 1 of the year following the year in which the Plan
Effective Date occurs and by July 1 of each year thereafter for so long as
the Superintendent may require, the Company shall submit to the
Superintendent reports of Closed Block borrowing and investment transfer
activities with respect to the prior calendar year in a form and with
detail satisfactory to the Superintendent.
(e) The Company shall provide as supplemental schedules to its Annual
Statements for each year commencing with the year in which the Plan Effective
Date occurs (i) financial schedules, consisting of the information required by
Annual Statement pages 2, 3, 4 and 5, and (ii) investment schedules, consisting
of the information required by Annual Statement Schedules A, B, BA, D and E (or
comparable information under financial reporting requirements as they may be
established from time to time for the Company as a whole by the Superintendent
after the Adoption Date), in each case for the Closed Block. By July 1 of the
year subsequent to the year being reported, the Company's independent public
accountants shall furnish to the Company, and the Company shall submit to the
Superintendent, an opinion on the financial statements of the Company, which
opinion shall encompass the foregoing financial schedules of the Closed Block.
Additionally, the Company shall submit to the Superintendent by July 1 of each
year a report, prepared at the Company's request by its independent public
accountants, in a form acceptable to the Superintendent, of the results of
certain procedures, which procedures shall have been approved by the
Superintendent, to test the Company's compliance with Sections 8.2(a) and (f).
The reporting obligations provided for in this Section 8.2(e) shall continue for
so long as the Superintendent may require.
(f) No amounts shall be withdrawn from or received by the Closed Block for
any taxes, including federal, state or local or foreign taxes, resulting from
the operations of the Company or any of its Subsidiaries prior to the Statement
Date. No asset valuation reserve or any increase or decrease therein, or any
similar reserve, shall be charged or credited to the Closed Block.
(g) None of the assets, including the revenue therefrom, allocated to the
Closed Block or acquired by the Closed Block shall revert to the benefit of the
stockholders of the Company.
8.3 Guaranteed Benefits. The Company shall pay all guaranteed benefits for
Closed Block Business in accordance with the terms of the Policies contained in
the Closed Block Business. To the extent provided in this Article VIII, cash
shall be withdrawn from the Closed Block in respect of those benefits. The
assets allocated to the Closed Block are the Company's assets and are subject to
the same liabilities (in the same priority) as all assets in the Company's
general account.
8.4 Other Participating Policies. (a) Participating Policies In Force on
the Plan Effective Date that are not included in the Closed Block Business shall
continue to be Participating Policies to the extent provided by their terms.
(b) The classes of individual Participating Policies described in clause
(i) below shall be managed in accordance with this subsection (b).
(i) The classes shall consist of individual Participating Policies
and riders that are In Force on the Plan Effective Date, that have any
non-guaranteed elements, that are not included in the Closed Block and
that fall within the following categories: (A) life insurance policies,
(B) medical insurance policies, (C) disability
Plan of Reorganization
25
<PAGE> 29
income policies, (D) annuities, (E) certain blocks of business acquired
from other life insurance companies and (F) Canadian dollar based
policies. These classes of individual Participating Policies are set
forth in Exhibit B.
(ii) The Company shall establish, for these Policy classes,
(A) objectives based on: (a) a non-guaranteed element, such as
an expense charge, mortality charge or investment margin; (b) a
long-term loss ratio; or (c) any other appropriate measure of margin;
(B) a basis for measuring deviations from such objectives; and
(C) a method by which any long-term deviations from such basis
shall be reflected in the financial treatment of Policies within such
class.
(iii) The Company shall submit a memorandum to the Superintendent
setting forth for each of the above Policy/rider classes the bases and
methods described in clause (ii) of this Section 8.4(b), which bases and
methods shall be subject to the approval of the Superintendent. The
Company shall not change such bases and methods except with the prior
approval of the Superintendent.
(iv) Commencing July 1 of the year following the calendar year in
which the Plan Effective Date occurs and continuing for so long as the
Superintendent may require, the Company shall submit to the
Superintendent by July 1 of each year a report as to its compliance with
this Section 8.4(b) with respect to the prior calendar year in a form
acceptable to the Superintendent.
8.5 Former Policyholders of New England Mutual Life Insurance Company. The
Company made certain commitments to the Commissioner of Insurance of the
Commonwealth of Massachusetts, in connection with the merger of New England
Mutual Life Insurance Company into the Company in 1996, for the protection of
the reasonable dividend expectations of owners of individual participating
policies issued by New England Mutual Life Insurance Company who became Company
policyholders by reason of the merger. The Company will continue to satisfy
those commitments in recognition of the ongoing interest of the Commissioner of
Insurance of the Commonwealth of Massachusetts in the protection of the
reasonable dividend expectations of these Company policyholders inside and
outside the Closed Block after the Plan Effective Date.
ARTICLE IX
PLAN OF OPERATION; NEW PARTICIPATING BUSINESS
9.1 Plan of Operation. The Company's Plan of Operation, including 10-year
actuarial projections, is set forth in Exhibit I. The Plan of Operation and
projections represent the Company's current estimates and expectations based on
the assumptions used in their preparation and may change in the future, subject
to any required approvals of the Superintendent.
9.2 New Participating Business. The Company will apply to the
Superintendent for a permit to allow the Company to continue issuing for
delivery in the State of New York and elsewhere participating policies and
contracts after the Plan Effective Date.
ARTICLE X
ADDITIONAL PROVISIONS
10.1 Acquisition of Securities by Certain Officers, Directors and
Employees. (a) From the Adoption Date until the Plan Effective Date and
thereafter until the fifth anniversary of the Plan Effective Date, no officer,
director or employee of the Company, the Holding Company or any Company
Affiliate, including their family members and their spouses, shall directly or
indirectly offer to acquire or shall acquire in any manner the beneficial
ownership of securities of the Company or the Holding Company, unless the
acquisition is made: (i) pursuant to the MetLife, Inc. 2000 Stock Incentive Plan
and the MetLife, Inc. 2000 Directors Stock Plan, approved by the Superintendent,
copies of which are attached as Schedules 3(a) and (b), respectively; (ii) as an
Eligible Policyholder pursuant to this Plan (provided that acquisitions pursuant
to the Purchase and Sale Program are subject to Sections 10.1(a)(iii) and (iv))
or pursuant to the equity compensation plans or arrangements identified in
Schedule 3(c); (iii) by non-officer employees of the Company, the Holding
Company or any Company Affiliate, including their family members and their
spouses, pursuant to the Purchase and Sale Program or from a broker or dealer
registered with the SEC at the then quoted prices on the date of purchase; or
(iv) by officers or directors of the Company, the Holding Company or any Company
Affiliate, including their family members and their spouses, at least two years
after the Plan Effective Date pursuant to the Purchase and Sale Program or from
a broker or dealer registered with the SEC at the then quoted prices on the date
of purchase.
Plan of Reorganization
26
<PAGE> 30
(b) For purposes of this Section 10.1,
(i) the term "beneficial ownership" with respect to any security,
means the sole or shared power to vote, or direct the voting of, such
security and/or the sole or shared power to dispose, or direct the
disposition, of such security;
(ii) the term "securities," includes (a) voting securities of any
class or any ownership interest having voting power for the election of
directors or management, other than securities having such power only by
reason of the happening of a contingency; (b) any certificate or
subscription existing prior to the Plan Effective Date; or (c) any
security convertible (with or without consideration) into any such
security, or carrying any warrant or right to subscribe for or purchase
any such security, or any such warrant or right; and
(iii) the term "family member," includes a brother, sister, spouse,
ancestor or descendant of the officer, director or employee.
10.2 Adjustment of Share Numbers. In order to effect an IPO Price which
the Company and the managing underwriters of the IPO deem appropriate, the
Company may adjust the number of shares of Company Common Stock set forth in the
definition of Allocable Common Shares. The Company must receive the prior
approval of the Superintendent before making any such adjustment. In the event
of such an adjustment, the number of Allocable Common Shares to be allocated to
each Eligible Policyholder as the fixed component of consideration pursuant to
Section 7.1(b)(i) shall be adjusted proportionately, provided, however, that no
such adjustment will be made unless it would result, without any rounding, in
such number being a whole number.
10.3 Notices. If the Company complies substantially and in good faith with
the requirements of Section 7312 or the terms of this Plan with respect to the
giving of any required notice to policyholders, its failure in any case to give
that notice to any Person or Persons entitled to that notice shall not impair
the validity of the actions and proceedings taken under Section 7312 or this
Plan or entitle the Person or Persons to any injunctive or other equitable
relief with respect to that notice.
10.4 Amendment or Withdrawal of Plan. At any time prior to the Plan
Effective Date, the Board may amend or withdraw this Plan in accordance with
Section 7312(f). No amendment made after the public hearing or after the vote of
Eligible Policyholders may change this Plan in a manner that the Superintendent
determines is materially disadvantageous to any policyholder (as defined in
Section 7312(a)(2)) unless a further hearing or vote is conducted as provided by
Section 7312(f). Notwithstanding the foregoing, the Purchase and Sale Program
Procedures may be amended by the Holding Company at any time. Until the first
anniversary of the Plan Effective Date, any such amendment to the Purchase and
Sale Program Procedures shall be subject to the prior approval of the
Superintendent. If the Superintendent approves such amendment, the Company shall
notify the Trust Beneficiaries as promptly as practicable following such
approval. Following the first anniversary of the Plan Effective Date, the
Holding Company may amend the Purchase and Sale Program Procedures at any time;
provided, however, that no such amendment shall become effective until the
Holding Company shall have first provided written notice of such amendment to
the Trust Beneficiaries.
10.5 Costs and Expenses. The Company and the Holding Company have
delivered to the Superintendent a written undertaking to pay for costs related
to this Plan in compliance with Section 7312(p).
10.6 Governing Law. The terms of this Plan shall be governed by and
construed in accordance with the laws of the State of New York.
10.7 Corrections. The Company may, until the earlier of the mailings
required by Sections 5.4 and 5.5, by an instrument executed by its Chairman of
the Board, President or any Executive Vice President, attested by its Secretary
or Assistant Secretary under its corporate seal (if required) and submitted to
the Superintendent, make such modifications of a non-material nature as are
appropriate to correct errors, clarify existing items or make additions to
correct manifest omissions in this Plan (including the Exhibits and Schedules).
Subject to the terms of this Plan, the Holding Company may issue additional
shares of Common Stock and take any other action it deems appropriate to remedy
errors or miscalculations made in connection with this Plan.
Plan of Reorganization
27
<PAGE> 31
EXHIBIT A - CLOSED BLOCK BUSINESS
METLIFE - INDUSTRIAL CLOSED BLOCK
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
11 -13 L75 - Issue age 1-75 - (excluding Assumed Company business)
21-23, 25, 26 20 PL (Issue age 1-54) - (excluding Assumed Company business)
31-32 L 75 - (excluding Assumed Company business)
41 15 Year Endowment
51 20 Year Endowment
61 25 Year Endowment
80-82 L65
90-92 Double Protection to 65
130 Increasing Life & Endowment - $500 endow at 80, Paid Up at 75
140 Endowment at 80
150 Increasing Life & Endowment - $500 endow at 80, Paid Up at 75
160 Cumulative Endowment
170 Life & Annuity Paid Up at 70 (Issue ages 10-15)
175 L 75
180 Convertible Life
207 20 PLAP - With Options
208-209 20 PLAP - Monthly Ind
214 L 70 or 10 Payment Life when issue age is 61 and over
225 30 Payment Life
235 15 Payment Life
320-321 20 PLAP
325 20 PLAP (Infantile, ages 1-9)
512 E65 PULO
600 E60 Issue ages 1-35
650 E65
650 DP 65 (Monthly Industrials)
651 E65
657 DP 65
659 DP 65, with Options
1200-1202 20-Payment Life
1206-1208 20-Payment Life
1207-1209 20-Payment Life with Options
1300 30-Payment Life
1650 Life Paid-Up at Age 65
1656-1657 Life Paid-Up at Age 65
1659 Life Paid-Up at Age 65
1700 Life At Age 70
1750 Life At Age 75
1756-1757 Life At Age 75
1900 Paid Up Life Option - Monthly Industrial
4600 Endowment at Age 60
4650 Endowment at Age 65
4656 R65 Intermediate
4657 Endowment At Age 65
4750 Endowment At Age 75
4800 Endowment At Age 80
5900 Paid Up Life Option - Monthly Industrial
</TABLE>
The MetLife Industrial Policies listed above, which continue as Extended Term
Insurance, are included in the Closed Block.
Page 1
<PAGE> 32
EXHIBIT A - CLOSED BLOCK BUSINESS
METLIFE - ORDINARY CLOSED BLOCK
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
1 Ordinary Life
3, 8 Single Premium Whole Life
100-101 Whole Life
102 Whole Life with Reduced Premium Guaranteed for 5 Years
110 Life Paid-Up at Age 75
110 Life Paid-Up at Age 70 - Intermediate - Age Corrections at Ages 66 & Over
115 15 Payment Life
120, 122 20 Payment Life
127 - 128 Juvenile 20-Payment Life
130 30-Payment Life
134 United Services - 34 Month LPL
146 United Services - 46 Month LPL
165 Life Paid-Up at Age 65
170 Life Paid-Up at Age 70
175 Life Paid-Up at Age 75
183 Whole Life Paid Up at 85
186 15-Year Income Family Protection for 20 Year
192 Double Protection
194 Life Premium Reduced
195 Mortgage Redemption on Whole Life Paid-Up at 85 Ord. Rates
200 20 PLAP
208-209 20 Payment Life
340 United Services 34-Month LPL
415 15-Year Endowment
420 20-Year Endowment
425 25-Year Endowment
430 30-Year Endowment
460 United Services 46-Month LPL
460 Endowment at Age 60
461 Retirement Income at Age 60 - Male
465 Endowment at Age 65
475 Endowment at Age 75
480 Endowment at Age 80
483 Endowment at Age 85
580 United Services 58-Month LPL
650 Double Protection
657 DP65 with Options
658-659 Double Protection at Age 65
861 Modified Endowment Life Option
861 Option Life or Endowment
881 Limited Payment Life with Deferred Annuity
902 Century 21
937 Decreasing Insurance Whole Life
941 Life Premium Reduced
951 Mortgage Redemption Whole Life - Paid up At Age 85 Ord. Rates
960 Single Premium Paid-Up Whole Life
</TABLE>
Page 2
<PAGE> 33
EXHIBIT A - CLOSED BLOCK BUSINESS
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
961 Mortgage Redemption Whole Life - Intermediate Rates
962 Single Premium Paid-Up Whole Life
965 Single Premium Paid-Up Whole Life
976 Limited Payment Life
981 Convertible Limited Payment Life Paid-Up Life Option Only
1000 Whole Life
1001 Modified Insurance Life (Economatic)
1003-1004 Executive Equity US / NY
1005 Whole Life
1006 Modified Insurance Life (Economatic)
1007 Whole Life
1008-1009 Life paid-Up at Age 88 (Executive Equity)
1010 Whole Life with Cost of Living Rider
1011 Whole Life
1012 Modified Insurance Life (Economatic)
1013-1014 Life Paid-Up at Age 85 (Executive Equity)
1015 Whole Life with Cost of Living Rider
1016 Whole Life
1017 Modified Insurance Life (Economatic)
1018-1019 Life Paid-Up at Age 85 (Executive Equity)
1020 Modified Premium Life (Estate Builder)
1021 Whole Life with Cost of Living Rider
1022 Life Paid-Up at Age 90
1023 Whole Life Reduced Premiums Guaranteed for 5 Years
1024 Whole Life Revised
1025 Modified Premium Life (Estate Builder)
1026 Whole Life with Cost of Living Rider
1027 Life Paid-UP at Age 90
1029 Whole Life Revised
1030 Joint Life
1031 Whole Life Without Extra Protection Issue ages 45 and Under
1032 Joint Life
1033 Life Paid-Up at age 90
1034 Modified Insurance Life (Economatic)
1036 Whole Life Without Extra Protection Issue ages 45 and Under
1038 Life Paid-Up at age 90
1039 Modified Insurance Life (Economatic)
1040 Whole Life
1041 Opt 15 Payment Life
1042 Whole Life With Return Of Cash Value Benefit
1043 Life Paid-Up at 90 under $10,000
1044 Whole Life with Cost of Living Rider
1045 Whole Life
1047 Whole Life With Return Of Cash Value Benefit
1048 Life Paid-Up at 90 under $10,000
1049 Whole Life with Cost of Living Rider
1050 5-Payment Life
1052 Whole Life
1053 Whole Life Paid-up at age 95
</TABLE>
Page 3
<PAGE> 34
EXHIBIT A - CLOSED BLOCK BUSINESS
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
1054 Whole Life Revised
1055 Whole Life
1057 Whole Life
1058 Whole Lie Paid-up at age 95
1059 Whole Life Revised
1064, 1069 Modified Insurance Life (Economatic)
1072 Life Paid-Up at Age 98
1074 Whole Life with Cost of Living Rider
1075 Modified Premium Life (Estate Builder)
1077 Life Paid-Up at Age 98
1079 Whole Life with Cost of Living Rider
1080 Joint Life
1081 Life Paid-Up at Age 98
1082 Joint Life
1083 Metromatic Life at Age 95
1085 Life Paid-Up at Age 98
1086 Whole Life Without Extra Protection Issue ages 45 and under
1087 Life Paid-Up at Age 98
1090 Whole Life - 8% Fixed Loan Rate
1091 Life Paid-Up at Age 90 - 8% Fixed Loan Rate
1092 Whole Life Paid-Up at Age 95 - Montana
1095 Whole Life - 8% Fixed Loan Rate
1096 Life Paid-Up at Age 90 - 8% Fixed Loan Rate
1097 Life Paid-Up at Age 98
1100, 1103 10-Payment Life
1104 Life Paid-Up at Age 98 - Group Conversion
1105, 1108 10-Payment Life
1109 Life Paid-Up at Age 98
1120-1123 Modified Insurance Life (Economatic) - without Combination Dividend Option
1124 Life Paid-Up at Age 98
1125-1128 Modified Insurance Life (Economatic) - without Combination Dividend Option
1145 Life Paid-Up at Age 98
1150 15-Payment Life
1152 Life Paid-Up at Age 98
1153 15-Payment Life
1154 Life Paid-Up at Age 98
1155 15-Payment Life
1156-1157 Life Paid-Up at Age 98
1158 15-Payment Life
1169-1170 Life Paid-Up at Age 98
1175 Life Paid-Up at Age 98
1180-1184 Life Paid-Up at Age 98
1187-1188 Life Paid-Up at Age 98
1191-1192 Life Paid-Up at Age 98
1199 Life Paid-Up at Age 98
1200-1209 20-Payment Life
1240 24-Payment Life
1250 25-Payment Life
1260 26-Payment Life
1300, 1303 30-Payment Life
1304 Life Paid-Up at Age 98
</TABLE>
Page 4
<PAGE> 35
EXHIBIT A - CLOSED BLOCK BUSINESS
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
1305 30-Payment Life
1306-1307 Life Paid-Up at Age 98
1308 30-Payment Life
1309-1312 Metromatic Whole Life
1313-1316 Metromatic Enriched Whole Life
1320 Life Paid-Up at Age 98
1321-1322 Whole Life - Group Conversions
1323-1324 Whole Life - 8% Fixed Loan Rate
1399 Life Paid-Up at Age 98
1406-1409 Voluntary Permanent Whole Life
1410-1411 Life Paid-Up at Age 98
1416-1424 Life Paid-Up at Age 98
1425-1429 Life Paid-Up at Age 98 - Group Conversions
1482-1496 Life Paid-Up at Age 98
1501 50-Payment Life
1501-1504 Qualified Whole Life
1505-1508 Qualified Life Paid-Up at 95
1520-1531 Whole Life
1532-1537 Life Paid-Up at Age 95
1538-1541 Metromatic - Whole Life
1550, 1553 Life Paid-Up at Age 55
1555, 1558 Life Paid-Up at Age 55
1571-1594 Whole Life
1600 Life Paid-Up at Age 60
1601 Life Paid-Up at Age 98 - Group Conversion
1603, 1605 Life Paid-Up at Age 60
1608 Life Paid-Up at Age 60
1620, 1625 Life Paid-Up at Age 62
1626-1649 Qualified Whole Life
1650, 1653 Life Paid-Up at Age 65
1655 Life Paid-Up at Age 65
1657-1659 Life Paid-Up at Age 65
1660-1680 Life Paid-Up at 95
1681-1688 Whole Life - Group Conversions
1689-1695 Life Paid-Up at 95 Group Conversions
1701-1704 Qualified Whole Life
1705-1708 Qualified Life Paid-Up at 95
1720-1731 Whole Life
1732-1737 Life Paid-Up at 95
1738-1741 Metromatic - Whole Life
1750, 1756 Life Paid-Up at age 75
1771-1794 Whole Life
1801-1806 Whole Life
1807-1812 Life Paid-Up at 95
1813-1833 Qualified Life Paid-Up at 95
1834-1848 Qualified Life Paid-Up at Age 98
1850-1852 Whole Life Paid-Up At Age 85
1855 Juvenile Whole Life Paid-Up at 85
1858-1859 Juvenile Whole Life Paid-Up at 85
1860-1880 Life Paid-Up at 95
1900-1907 Young Business & Professional Man's
</TABLE>
Page 5
<PAGE> 36
EXHIBIT A - CLOSED BLOCK BUSINESS
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
1910-1917 YBP Preferred Risk
1920-1922 Pension Insurance Policy
1922 Qualified Life Paid-Up at Age 90
1923 Qualified Whole Life
1923 Pension Insurance Policy
1925-1928 Pension Insurance Policy
1930 Qualified Life Paid-Up at age 90
1930-1932 Pension Insurance Policy
1932 Qualified Life Paid-Up at age 90
1933 Pension Insurance Policy
1933 Qualified Whole Life
1935-1938 Pension Life Insurance Policy
1939-1953 Qualified Life Paid-Up at Age 98
1954-1958 Life Paid-Up at Age 98 - Group Conversion
1959-1961 Qualified Whole Life
1962-1964 Qualified Life-Paid Up at 95
1965 Whole Life Group Conversion
1966 Life-Paid Up at 95 Group Conversion
1967-1970 Metromatic Whole Life (Group Managed)
1971-1974 Metromatic Enriched Whole Life (Group Managed)
1975-1978 Pension Life Insurance Policy
1978 Qualified Whole Life
1979-1984 Flexible Whole Life
1985 Pension Life Insurance Policy
1985 Qualified Life Paid-Up at age 90
1986-1987 Pension Life Insurance Policy
1987 Qualified Life Paid-Up at age 90
1988 Pension Life Insurance Policy
1988 Qualified Whole Life
1995 Flexible Whole Life- Group Conversion
2000 Whole Life Family Income
2060 Supplementary Paid-Up - Metromatic - 20 Yr. IBSR
2063 Supplementary Paid-Up - (UL) - Spouse Term Insurance Benefit
2104 Supplementary Paid-Up - 10 Yr. IBSR
2109-2110 Supplementary Paid-Up - 10 Yr. IBSR
2160 Supplementary Paid-Up - 10 Yr. IBSR
2192 Supplementary Paid-Up - Spouse 1YT (ULA-UM)
2202 10-Year Income Family Protection for 20 Years
2203 15-Year Income Family Protection for 20 Years
2203-2204 Supplementary Paid-Up - 20 Yr. IBSR
2204 20 Year Family Protection for 20 Years
2208-2209 Supplementary Paid-Up - 20 Yr. IBSR
2303-2304 Supplementary Paid-Up - 30 Yr. IBSR
2308-2309 Supplementary Paid-Up - 30 Yr. IBSR
2506-2511 Supplementary Paid-Up - 20 Yr. IBSR
2524-2529 Supplementary Paid-Up - Spouse 1 YT
2536-2541 Supplementary Paid-Up - Spouse 10 YT
2556-2557 Supplementary Paid-Up - Metromatic - Spouse 10 YT
2602-2604 Family Protection to Age 60
2616-2621 Supplementary Paid-Up - 10 Yr. IBSR
2628-2633 Supplementary Paid-Up - 30 Yr. IBSR
</TABLE>
Page 6
<PAGE> 37
EXHIBIT A - CLOSED BLOCK BUSINESS
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
2650 Whole Life Paid-Up At Age 65 Family Income
2664-2667 Supplementary Paid-Up - 10 Yr. IBSR
2672-2675 Supplementary Paid-Up - 20 Yr. IBSR
2680-2683 Supplementary Paid-Up - 30 Yr. IBSR
2706-2711 Supplementary Paid-Up - 20 Yr. IBSR
2724-2729 Supplementary Paid-Up - Spouse 1YT
2736-2741 Supplementary Paid-Up - Spouse 10 YT
2756-2757 Supplementary Paid-Up - Metromatic - Spouse 10 YT
2816-2821 Supplementary Paid-Up - 10 Yr. IBSR
2828-2833 Supplementary Paid-Up - 30 Yr. IBSR
2850 Whole Life Paid-Up at age 85 Family Income
2864-2867 Supplementary Paid-Up - 10 Yr. IBSR
2872-2875 Supplementary Paid-Up - 20 Yr. IBSR
2880-2883 Supplementary Paid-Up - 30 Yr. IBSR
4041 Opt 15 Year Endowment
4100-4109 10 Year Endowment
4150-4159 15 Year Endowment
4200-4209 20-Year Endowment
4250 25 Year Endowment
4300-4309 30-Year Endowment
4500-4509 Endowment at Age 50
4550-4559 Endowment at Age 55
4600-4609 Endowment at Age 60
4620, 4622 Endowment at Age 62
4625, 4627 Endowment at Age 62
4650-4655 Endowment at Age 65
4657-4659 Endowment at Age 65
4664 Endowment at Age 65
4700 Endowment at Age 70
4750 Endowment at Age 75
4800 Endowment at Age 80
4850 Endowment at Age 85
4853 Endowment at Age 85
4855, 4858 Endowment at Age 85
4885, 4888 Endowment at Age 88
4900-4901 Endowment at Age 90
5103 Single Premium 10-Year Endowment
5108 Single Premium 10-Year Endowment
5133 Single Premium 13-Year Endowment
5143 Single Premium 14-Year Endowment
5153 Single Premium 15-Year Endowment
5163 Single Premium 16-Year Endowment
5173 Single Premium 17-Year Endowment
5183-5184 Single Premium 18-Year Endowment
5189 Single Premium 18-Year Endowment
5193 Single Premium 19-Year Endowment
5203, 5208 Single Premium 20-Year Endowment
5213-5214 Single Premium 21-Year Endowment
5219 Single Premium 21-Year Endowment
5223 Single Premium 22-Year Endowment
</TABLE>
Page 7
<PAGE> 38
EXHIBIT A - CLOSED BLOCK BUSINESS
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
5233 Single Premium 23-Year Endowment
5243 Single Premium 24-Year Endowment
5253-5254 Single Premium 25-Year Endowment
5259 Single Premium 25-Year Endowment
5263 Single Premium 26-Year Endowment
5273 Single Premium 27-Year Endowment
5283 Single Premium 28-Year Endowment
5293 Single Premium 29-Year Endowment
5303 Single Premium 30-Year Endowment
5313 Single Premium 31-Year Endowment
5323 Single Premium 32-Year Endowment
5333 Single Premium 33-Year Endowment
5343 Single Premium 34-Year Endowment
5353 Single Premium 35-Year Endowment
5403 Single Premium 40-Year Endowment
5503 Single Premium Endowment at Age 50
5553 Single Premium Endowment at Age 55
5563 Single Premium Endowment at Age 56
5573 Single Premium Endowment at Age 57
5603 Single Premium Endowment at Age 60
5608 Endowment At Age 60
5632, 5637 Family Endowment At Age 62
5642, 5647 Family Anniversary At Age 62
5650 Endowment At Age 65 Family Income
5653, 5658 Single Premium Endowment at Age 65
5660-5667 Family Endowment at 65
5670-5672 Anniversary Family E65
5675-5677 Family Anniversary Endowment at 65
5803 Single Premium Endowment at Age 80
5851 Endowment at Age 85 Increased Indemnity
5853 Single Premium Endowment at Age 85
5860-5862 Family Endowment at Age 85
5864-5867 Family Endowment at Age 85
5870-5872 Family Anniversary Endowment at 85
5875-5877 Family Anniversary Endowment at 85
5951 Mortgage Redemption Endowment at Age 85 - Ord. Rates
5961 Mortgage Redemption Endowment at Age 85 - Int. Rates
5973-5974 Endowment Specials
5976 Endowment Specials Include Joint 20 Yr. End.
5981 Convertible Limited Payment Life - Paid-Up Endowment
6100-6102 10 Year Endowment - Individual Retirement Annuity
6105, 6107 10 Year Endowment - Individual Retirement Annuity
6170 Education-Estate Builder End. at Age 17
6180 Education-Estate Builder End. at Age 18
6190 Education-Estate Builder End. at Age 19
6200 Education-Estate Builder End. at Age 20
6200, 6202 20 Year Endowment Individual Retirement Annuity
6205, 6207 20 Year Endowment Individual Retirement Annuity
6210 Education-Estate Builder End. at Age 21
6220 Education-Estate Builder End. at Age 22
6230 Education-Estate Builder End. at Age 23
</TABLE>
Page 8
<PAGE> 39
EXHIBIT A - CLOSED BLOCK BUSINESS
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
6240 Education-Estate Builder End. at Age 24
6250 Education-Estate Builder End. at Age 25
6550-6551 Retirement Income at Age 55
6600-6601 Retirement Income at Age 60
6650 Retirement Income at Age 65 - Male
6650 Endowment at Age 65 Individual Retirement Annuity
6651 Retirement Income at Age 65 - Female
6651 Endowment at Age 65 Individual Retirement Annuity Premium Continuation Option
6655 - 6656 Endowment at Age 65 Individual Retirement Annuity Premium Continuation Option
7101 Educational Fund/Endowment Maturing in 10 Years
7111 Educational Fund/Endowment Maturing in 11 Years
7121 Educational Fund/Endowment Maturing in 12 Years
7131 Educational Fund/Endowment Maturing in 13 Years
7141 Educational Fund/Endowment Maturing in 14 Years
7151 Educational Fund/Endowment Maturing in 15 Years
7161 Educational Fund/Endowment Maturing in 16 Years
7171 Educational Fund/Endowment Maturing in 17 Years
7181 Educational Fund/Endowment Maturing in 18 Years
7191 Educational Fund/Endowment Maturing in 19 Years
7201 Educational Fund/Endowment Maturing in 20 Years
8000-8038 Survivorship Whole Life
8100 Family Security 10-Year Term
8101-8102 Joint Reducing Term Life (Joint Mortgage Term) - 10 Yr - 8%
8110 Family Security 11-Year Term
8120 Family Security 12-Year Term
8130 Family Security 13-Year Term
8140 Family Security 14-Year Term
8150 Family Security 15-Year Term
8151-8152 Joint Reducing Term Life (Joint Mortgage Term) - 15 Yr - 8%
8160 Family Security 16-Year Term
8170 Family Security 17-Year Term
8180 Family Security 18-Year Term
8190 Family Security 19-Year Term
8200 Family Security 20-Year Term
8201-8202 Joint Reducing Term Life (Joint Mortgage Term) - 20 Yr - 8%
8210 Family Security 21-Year Term
8220 Family Security 22-Year Term
8230 Family Security 23-Year Term
8240 Family Security 24-Year Term
8250 Family Security 25-Year Term
8251-8252 Joint Reducing Term Life (Joint Mortgage Term) - 25 Yr - 8%
8260 Family Security 26-Year Term
8270 Family Security 27-Year Term
8280 Family Security 28-Year Term
8290 Family Security 29-Year Term
8300 Family Security 30-Year Term
8301-8302 Joint Reducing Term Life (Joint Mortgage Term) - 30 Yr - 8%
8310 Family Security 31-Year Term
8320 Family Security 32-Year Term
</TABLE>
Page 9
<PAGE> 40
EXHIBIT A -- CLOSED BLOCK BUSINESS
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
8330 Family Security 33-Year Term
8340 Family Security 34-Year Term
8350 Family Security 35-Year Term
8360 Family Security 36-Year Term
8370 Family Security 37-Year Term
8380 Family Security 38-Year Term
8390 Family Security 39-Year Term
8400 Family Security 40-Year Term
8410 Family Security 41-Year Term
8420 Family Security 42-Year Term
8430 Family Security 43-Year Term
8440 Family Security 44-Year Term
8450 Family Security 45-Year Term
8460 Family Security 46-Year Term
8470 Family Security 47-Year Term
8480 Family Security 48-Year Term
8490 Family Security 49-Year Term
8500 Family Security 50-Year Term
8510 Family Security 51-Year Term
8520 Family Security 52-Year Term
8530 Family Security 53-Year Term
8540 Family Security 54-Year Term
9001-9002 Supplementary Paid-Up Spouse
9006-9007 Supplementary Paid-Up Spouse
9011-9013 General Motors Dealers
9014-9016 Guaranteed Issue Premiums Guaranteed
9017-9019 Guaranteed Issue Premiums Not Guaranteed
9054, 9059 Supplementary Paid-Up 5 YT on Surviving Spouse
9100 10 Year Mortgage Term
9102 10 Year Term with Uniform Annual Decreases
9103 10 Year Mortgage Term
9104 10 Year Mortgage/Scheduled 1 Year Term Insurance
9105 10 Year Mortgage Term
9106-9107 10 Year Term with Uniform Annual Decreases
9108-9109 10 Year Mortgage Term
9111-9112 Wholesale 1 and 2 Year Terms
9140, 9143 10 Year Term with Uniform Annual Decreases
9144-9145 10 Year Term with Uniform Annual Decreases
9147-9148 10 Year Term with Uniform Annual Decreases
9150 15-Year Mortgage Term
9152 15 Year Single Life Decreasing Term
9153 15 Year Mortgage Term
9154 15 Year Mortgage/Scheduled 1 Year Term Insurance
9155 15 Year Mortgage Term
9156 15 Year Term Annual Decreases
9157 15 Year Mortgage/Scheduled 1 Year Term Insurance
9158-9159 15 Year Mortgage Term
9190, 9193 15 Year Term with Uniform Annual Decreases
9194-9195 15 Year Term with Uniform Annual Decreases
9197-9198 15 Year Term with Uniform Annual Decreases
9200 20-Year Mortgage Term
</TABLE>
Page 10
<PAGE> 41
EXHIBIT A - CLOSED BLOCK BUSINESS
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
9202 20 Year Single Life Decreasing Term
9203-9209 20 Year Mortgage Term
9240 20 Year Term with Uniform Annual Decreases
9243-9245 20 Year Term with Uniform Annual Decreases
9247-9248 20 Year Term with Uniform Annual Decreases
9250 25-Year Mortgage Term
9251 Mortgage Term with Premiums Payable for Entire duration of Ins. Coverage
9252 25 Year Term with Uniform Annual Decreases
9253 25 Year Mortgage Term
9254 25 Year Mortgage/Scheduled 1 Year Term Insurance
9255 25 Year Mortgage Term
9256 25 Year Single Life Decreasing Term
9257 25 Year Mortgage/Scheduled 1 Year Term Insurance
9258-9259 25 Year Mortgage Term
9290, 9293 25 Year Term with Uniform Annual Decreases
9294-9295 25 Year Term with Uniform Annual Decreases
9297-9298 25 Year Term with Uniform Annual Decreases
9300 30-Year Mortgage Term
9301 Mortgage Term with Premiums Payable for Entire Duration of Insurance Coverage
9302 30 Year Term with Uniform Annual Decreases
9303 30 Year Mortgage Term
9304 30 Year Mortgage/Scheduled 1 Year Term Insurance
9305 30 Year Mortgage Term
9306 30 Year Term Uniform Annual Decreases - 71 Rates
9307 30 Year Schedule Mortgage Term
9307-9309 30 Year Mortgage Term
9311-9312 1 Yr Term Insurance Cost of Living Policy with CPI Increases
9313 One Year Renewable Term Policy
9314 One Year Renewable Convertible
9316-9317 1 Yr Term Insurance Cost of Living Policy with CPI Increases
9318-9320 One Year Renewable Convertible Term Policy
9325 One Year Renewable Convertible
9340, 9343 30 Year Term with Uniform Annual Decreases
9344-9345 30 Year Term with Uniform Annual Decreases
9347-9348 30 Year Term with Uniform Annual Decreases
9353 5 Year Renewable Non-Convertible Term
9353-9354 5 Year Renewable Convertible term
9358-9359 5 Year Renewable Convertible term
9402-9403 10 Year Renewable Convertible Term
9404 10 Year Convertible Non-Renewable
9407-9408 10 Year Renewable Convertible Term
9409 10 Year Convertible Non-Renewable
9453 15-Year Renewable Term
9454 15 Year Convertible Non-Renewable Term
9503 20-Year Renewable Term
9510-9515 Term Specials
9650 Term to Age 65
9652 Uniform Annual Decreasing Term to Age 65
9653 Supplementary Paid-Up on Wife $5000 Basis
9653 Term to Age 65
9654 Supplementary Paid-Up Term 65 on Surviving Spouse (Spouse is a Male)
</TABLE>
Page 11
<PAGE> 42
EXHIBIT A - CLOSED BLOCK BUSINESS
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
9655 Supplementary Paid-Up on Wife $5000 Basis
9656 Uniform Annual Decreasing Term to Age 65 - 71 Rates
9658 Term to Age 65
9659 Supplementary Paid-Up Term 65 on Surviving Spouse (Spouse is a Female)
9660, 9663 Supplementary Paid-Up E65 Family
9665, 9668 Supplementary Paid-Up E65 Family
9690, 9693 Uniform Annual Decreasing Term to Age 65
9694, 9695 Uniform Annual Decreasing Term to Age 65
9697, 9698 Uniform Annual Decreasing Term to Age 65
9710-9715 Term Specials
9725, 9728 Uniform Annual Decreasing Term To Age 65
9853, 9855 Supplementary Paid-Up on Wife - Family E85
9860, 9863 Supplementary Paid-Up on Husband - Family E85 with Income Benefit
9865, 9868 Supplementary Paid-Up on Wife - Family E85 with Income Benefit
9870 Term and Annuity
9950 Mortgage Redemption Term, Ordinary Rates
9960 Mortgage Redemption Term, Intermediate Rates
9971, 9973 Term Specials
9976, 9978 Term Specials
</TABLE>
The MetLife Ordinary Policies listed above, which continue as Extended Term
Insurance, are excluded from the closed block.
Page 12
<PAGE> 43
EXHIBIT A - CLOSED BLOCK BUSINESS
NEW ENGLAND MUTUAL - ORDINARY CLOSED BLOCK
The "-" indicator is displayed when the closed block status does not vary by
series.
<TABLE>
<CAPTION>
PLAN CODE SERIES DESCRIPTION
- --------- ------ -----------
<S> <C> <C>
0 - Ordinary Life
0 - Paid Up Cash Value Accumulations (lapsed policy)
6 - Retirement Income at 60
11 - Retirement Income at 65
65 - Term to 65
99 - Voluntary Insurance Plan - Ordinary Life
100 - Ordinary Life
101 - Ordinary Life
101 - Retirement Income at 55
101 - Single Premium Ordinary Life
103 - Ordinary Life
105 - Life, coverage modified to attained age 100
106 - Life paid up at attained age 85
106 - Retirement Income at 60
107 - Whole Life
108 - Whole Life
109 - Ordinary Survivorship Life
111 - Retirement Income at 65
115 - Retirement Income at 69
116 - Retirement Income at 70
120 - 20 Year Endowment
130 - 30 Year Endowment
150 - Endowment at attained age 50
155 - Endowment at attained age 55
155 - Retirement Income at 55
160 - Endowment at attained age 60
160 - Life, coverage modified to attained age 60
161 - Life, coverage modified to attained age 61
162 - Life, coverage modified to attained age 62
164 - Life, coverage modified to attained age 64
165 - Endowment at attained age 65
165 - Life paid up at attained age 65
165 - Life, coverage modified to attained age 65
165 - Retirement Income at 65
166 - Life, coverage modified to attained age 66
168 - Life, coverage modified to attained age 68
170 - Endowment at attained age 70
170 - Life, coverage modified to attained age 70
170 - Retirement Income at 70
175 - Endowment at attained age 75
175 - Life, coverage modified to attained age 75
176 - Life, coverage modified to attained age 76
180 - Life, coverage modified to attained age 80
181 - Endowment at attained age 60
</TABLE>
Page 13
<PAGE> 44
EXHIBIT A - CLOSED BLOCK BUSINESS
<TABLE>
<CAPTION>
PLAN CODE SERIES DESCRIPTION
- --------- ------ -----------
<S> <C> <C>
181 - Life, coverage modified to attained age 81
185 - Life paid up at attained age 85
185 - Life, coverage modified to attained age 85
186 - Life paid up at attained age 85
190 - Life, coverage modified to attained age 90
195 - Life, coverage modified to attained age 95
200 - Career Protection Policy
200 - Yearly Decreasing Term
201 - Career Protection Policy
201 - Yearly Decreasing Term
201 - Yearly Renewable Term
202 - Yearly Decreasing Term
202 - Yearly Renewable Term
205 - 5 Year Renewable and Convertible Term
210 - 10 Year Renewable and Convertible Term
211 - Income Endowment at 65
220 - 20 Year Decreasing Term
220 - Life paid up in 20 years
223 - Retirement Income at 65
225 - 25 Year Decreasing Term
225 - Life paid up in 25 years
230 - 30 Year Decreasing Term
230 - Life paid up in 30 years
261 - Retirement Income at 65
263 24 Yearly Renewable Term
263 25 Yearly Renewable Term
264 24 Yearly Renewable Term
264 25 Yearly Renewable Term
265 - Retirement Income at 65
265 25 Yearly Renewable Term
265 27 Yearly Renewable Term
266 22 Retirement Income at 70
266 22 Yearly Renewable Term
266 24 Yearly Renewable Term
266 25 Yearly Renewable Term
267 24 Yearly Renewable Term
267 25 Yearly Renewable Term
268 24 Yearly Renewable Term
268 25 Yearly Renewable Term
269 - Term to 75
271 - Term to 75
272 - 273 - Term to 70
275 - 277 - Term to 75
295 12 Income Endowment at 65
295 28 Income Endowment at 65
305 - Life paid up in 5 years
310 - Life paid up in 10 years
312 - Life paid up in 12 years
315 - Life paid up in 15 years
317 - Life paid up in 17 years
319 - Life paid up in 19 years
</TABLE>
Page 14
<PAGE> 45
EXHIBIT A - CLOSED BLOCK BUSINESS
<TABLE>
<CAPTION>
PLAN CODE SERIES DESCRIPTION
- --------- ------ -----------
<S> <C> <C>
320 - Life paid up in 20 years
321 - Life paid up in 21 years
322 - Life paid up in 22 years
323 - Life paid up in 23 years
325 - Life paid up in 25 years
327 - Life paid up in 27 years
330 - Life paid up in 30 years
331 - Life paid up in 31 years
332 - Life paid up in 32 years
350 - Life paid up at attained age 50
355 - Life paid up at attained age 55
355 - Retirement Income at 55
360 - Life paid up at attained age 60
365 - Life paid up at attained age 65
370 - Life paid up at attained age 70
370 - Retirement Income at 70
375 - Life paid up at attained age 75
385 - Life paid up at attained age 85
395 - 396 - Life paid up at attained age 95
400 - Ordinary Life
410 - Life paid up in 10 years
420 - Life paid up in 10 years
420 - Life paid up in 20 years
465 - Endowment at attained age 55
466 - Life paid up at attained age 65
466 - Life paid up in 10 years
479 - 480 - Increasing Whole Life
495 - Equity Builder Limited Pay
495 - Life paid up at attained age 95
496 - Equity Builder paid up in 10 Years
500 - Economatic
501 - Custom Life
501 - Retirement Income at 55
506 - Retirement Income at 60
511 - Retirement Income at 65
516 - Retirement Income at 70
555 - Endowment at attained age 55
565- 566 - Life paid up at attained age 85
580 - Life paid up at attained age 85
585 - Life paid up at attained age 85
595 - Equity Builder paid up at attained age 65
600 - Ordinary Joint Life
661 - Retirement Income at 65
665 - Double Death Benefit to Age 65
666 - Retirement Income at 70
695 - Endowment at 95 limited pay
697 - Endowment at 95 limited pay
700 - 701 - Graded Premium Life
702 - 703 - Graded Premium Survivorship Life
704 - 705 - Graded Premium Life
709 - Graded Premium Survivorship Life
</TABLE>
Page 15
<PAGE> 46
EXHIBIT A - CLOSED BLOCK BUSINESS
<TABLE>
<CAPTION>
PLAN CODE SERIES DESCRIPTION
- --------- ------ -----------
<S> <C> <C>
750 - 753 - Modified Premium Life
756 - Modified Premium Survivorship Life
781 - Increasing Whole Life
800 - Insurance to age 70
801 - Retirement Income at 55
811 - Retirement Income at 65
841 - Retirement Income at 65
865 - 866 - Juvenile Estate Builder paid up at age 65
885 - Juvenile Estate Builder paid up at age 85
900 - Wife's insurance Agreement rider to attained age 55
901 - Wife's insurance Agreement rider to attained age 65
901 - Spouse Agreement rider to attained age 65
902 - Children's Agreement to child's age 25
906 - Family Agreement to spouse attained age 55
907 - Family Agreement to spouse attained age 65
908 - Children's Agreement to child's age 25
911 - Retirement Income at 55
911 - Spouse Agreement rider to attained age 65
921 - Retirement Income at 65
</TABLE>
The New England Mutual Policies listed above, which continue as Extended Term
Insurance, are included in the Closed Block.
<PAGE> 47
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
METLIFE - PARTICIPATING UNIVERSAL LIFE
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
731511 - 731514 Metromatic Flexible Premium Adjustable Life (NC only)
731516 - 731519 Metromatic Flexible Premium Adjustable Life (NC only)
731611 - 731614 Metromatic Flexible Premium Adjustable Life (NC only)
731616 - 731619 Metromatic Flexible Premium Adjustable Life (NC only)
733001 Metromatic Flexible Premium Adjustable Life (NC only)
733003 Metromatic Flexible Premium Adjustable Life (NC only)
733005 Metromatic Flexible Premium Adjustable Life (NC only)
733007 Metromatic Flexible Premium Adjustable Life (NC only)
733065 - 733068 Metromatic Flexible Premium Adjustable Life (NC only)
733085 Metromatic Flexible Premium Adjustable Life (NC only)
733087 Metromatic Flexible Premium Adjustable Life (NC only)
733097 Metromatic Flexible Premium Adjustable Life (NC only)
733099 Metromatic Flexible Premium Adjustable Life (NC only)
733129 Metromatic Flexible Premium Adjustable Life (NC only)
733131 Metromatic Flexible Premium Adjustable Life (NC only)
733301 - 733304 Metromatic Flexible Premium Adjustable Life (NC only)
733306 - 733309 Metromatic Flexible Premium Adjustable Life (NC only)
733406 Metromatic Flexible Premium Adjustable Life (NC only)
733421 - 733424 Metromatic Flexible Premium Adjustable Life (NC only)
733426 - 733429 Metromatic Flexible Premium Adjustable Life (NC only)
733451 - 733454 Metromatic Flexible Premium Adjustable Life (NC only)
733456 - 733467 Metromatic Flexible Premium Adjustable Life (NC only)
733476 - 733483 Metromatic Flexible Premium Adjustable Life (NC only)
733492 - 733499 Metromatic Flexible Premium Adjustable Life (NC only)
733508 - 733515 Metromatic Flexible Premium Adjustable Life (NC only)
733524 - 733555 Metromatic Flexible Premium Adjustable Life (NC only)
733582 - 733583 Metromatic Flexible Premium Adjustable Life (NC only)
733586 - 733587 Metromatic Flexible Premium Adjustable Life (NC only)
733614 - 733615 Metromatic Flexible Premium Adjustable Life (NC only)
733618 - 733619 Metromatic Flexible Premium Adjustable Life (NC only)
733630 - 733631 Metromatic Flexible Premium Adjustable Life (NC only)
733634 - 733635 Metromatic Flexible Premium Adjustable Life (NC only)
733654 - 733655 Metromatic Flexible Premium Adjustable Life (NC only)
733658 - 733659 Metromatic Flexible Premium Adjustable Life (NC only)
733668 - 733671 Metromatic Flexible Premium Adjustable Life (NC only)
733676 - 733679 Metromatic Flexible Premium Adjustable Life (NC only)
733684 - 733687 Metromatic Flexible Premium Adjustable Life (NC only)
733692 - 733695 Metromatic Flexible Premium Adjustable Life (NC only)
733700 - 733703 Metromatic Flexible Premium Adjustable Life (NC only)
733721 Metromatic Flexible Premium Adjustable Life (NC only)
733723 Metromatic Flexible Premium Adjustable Life (NC only)
733745 Metromatic Flexible Premium Adjustable Life (NC only)
733747 Metromatic Flexible Premium Adjustable Life (NC only)
733765 Metromatic Flexible Premium Adjustable Life (NC only)
733767 Metromatic Flexible Premium Adjustable Life (NC only)
731051 Flexible Premium Life Insurance Policy (NC and PR only)
731056 Flexible Premium Life Insurance Policy (NC and PR only)
</TABLE>
Page 1
<PAGE> 48
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
<TABLE>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
731073 Flexible Premium Life Insurance Policy (NC and PR only)
731078 Flexible Premium Life Insurance Policy (NC and PR only)
731106 - 731107 Flexible Premium Life Insurance Policy (NC and PR only)
733051 Flexible Premium Life Insurance Policy (NC and PR only)
733056 Flexible Premium Life Insurance Policy (NC and PR only)
733073 Flexible Premium Life Insurance Policy (NC and PR only)
733078 Flexible Premium Life Insurance Policy (NC and PR only)
733140 - 733143 Flexible Premium Life Insurance Policy (NC and PR only)
733145 - 733148 Flexible Premium Life Insurance Policy (NC and PR only)
733160 - 733161 Flexible Premium Life Insurance Policy (NC and PR only)
733163 Flexible Premium Life Insurance Policy (NC and PR only)
733165 - 733166 Flexible Premium Life Insurance Policy (NC and PR only)
733168 Flexible Premium Life Insurance Policy (NC and PR only)
733266 - 733269 Flexible Premium Life Insurance Policy (NC and PR only)
733276 - 733279 Flexible Premium Life Insurance Policy (NC and PR only)
733040 Flexible Premium Life Insurance Policy (NC and PR only)
733042 Flexible Premium Life Insurance Policy (NC and PR only)
733045 Flexible Premium Life Insurance Policy (NC and PR only)
733047 Flexible Premium Life Insurance Policy (NC and PR only)
630043 Flexible Premium Life Insurance Policy (MO only)
630115 Flexible Premium Life Insurance Policy (MO only)
631385 - 631398 Flexible Premium Life Insurance Policy (MO only)
630116 Flexible Premium Life Insurance Policy (MO and WI only)
631400 - 631405 Flexible Premium Life Insurance Policy (MO and WI only)
631412 - 631415 Flexible Premium Life Insurance Policy (MO and WI only)
631795 - 631800 Flexible Premium Life Insurance Policy (MO and WI only)
631886 - 631891 Flexible Premium Life Insurance Policy (MO and WI only)
637352 - 637353 Flexible Premium Life Insurance Policy (MO and WI only)
637356 - 637357 Flexible Premium Life Insurance Policy (MO and WI only)
637448 - 637459 Flexible Premium Life Insurance Policy (MO and WI only)
637491 - 637494 Flexible Premium Life Insurance Policy (MO and WI only)
631222 - 631237 Flexible Premium Life Insurance Policy (MO and WI only)
637538 - 637549 Flexible Premium Life Insurance Policy (MO and WI only)
637562 - 637565 Flexible Premium Life Insurance Policy (MO and WI only)
631542 - 631547 Flexible Premium Life Insurance Policy (MO and WI only)
631711 - 631716 Flexible Premium Life Insurance Policy (MO and WI only)
631989 - 631994 Flexible Premium Life Insurance Policy (MO and WI only)
631193 - 631198 Flexible Premium Multifunded Life (MO and WI only)
631251 - 631256 Flexible Premium Multifunded Life (MO and WI only)
631709 - 631710 Flexible Premium Multifunded Life (MO and WI only)
631892 - 631896 Flexible Premium Multifunded Life (MO and WI only)
637314 - 637325 Flexible Premium Multifunded Life (MO and WI only)
637472 - 637475 Flexible Premium Multifunded Life (MO and WI only)
631247 - 631249 Flexible Premium Multifunded Life (MO and WI only)
631257 - 631259 Flexible Premium Multifunded Life (MO and WI only)
631301 - 631302 Flexible Premium Multifunded Life (MO and WI only)
637568 - 637579 Flexible Premium Multifunded Life (MO and WI only)
637600 - 637603 Flexible Premium Multifunded Life (MO and WI only)
631559 - 631570 Flexible Premium Multifunded Life (MO and WI only)
637635 - 637658 Flexible Premium Multifunded Life (MO and WI only)
</TABLE>
Page 2
<PAGE> 49
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
631430 - 631433 Flexible Premium Multifunded Life (MO and WI only)
631497 - 631500 Flexible Premium Multifunded Life (MO and WI only)
631509 Flexible Premium Multifunded Life (MO only)
631002 Flexible Premium Multifunded Life (MO only)
631028 Flexible Premium Multifunded Life (MO only)
631035 Flexible Premium Multifunded Life (MO only)
631037 Flexible Premium Multifunded Life (MO only)
631046 Flexible Premium Multifunded Life (MO only)
631067 - 631068 Flexible Premium Multifunded Life (MO only)
631070 Flexible Premium Multifunded Life (MO only)
631147 Flexible Premium Multifunded Life (MO only)
631149 Flexible Premium Multifunded Life (MO only)
631151 Flexible Premium Multifunded Life (MO only)
631510 Flexible Premium Multifunded Life (MO only)
631515 Flexible Premium Multifunded Life (MO only)
631548 - 631549 Flexible Premium Multifunded Life (MO only)
631551 - 631552 Flexible Premium Multifunded Life (MO only)
631554 Flexible Premium Multifunded Life (MO only)
631556 - 631557 Flexible Premium Multifunded Life (MO only)
631597 - 631599 Flexible Premium Multifunded Life (MO only)
631602 Flexible Premium Multifunded Life (MO only)
637690 - 637705 Flexible Premium Multifunded Life (MO only)
637810 - 637817 Flexible Premium Multifunded Life (MO only)
631002 Flexible Premium Multifunded Life (WI only)
631028 Flexible Premium Multifunded Life (WI only)
631035 Flexible Premium Multifunded Life (WI only)
631037 Flexible Premium Multifunded Life (WI only)
631046 Flexible Premium Multifunded Life (WI only)
631067 - 631068 Flexible Premium Multifunded Life (WI only)
631070 Flexible Premium Multifunded Life (WI only)
631147 Flexible Premium Multifunded Life (WI only)
631149 Flexible Premium Multifunded Life (WI only)
631151 Flexible Premium Multifunded Life (WI only)
631510 Flexible Premium Multifunded Life (WI only)
631515 Flexible Premium Multifunded Life (WI only)
631548 - 631549 Flexible Premium Multifunded Life (WI only)
631551 - 631552 Flexible Premium Multifunded Life (WI only)
631554 Flexible Premium Multifunded Life (WI only)
631556 - 631557 Flexible Premium Multifunded Life (WI only)
631597 - 631599 Flexible Premium Multifunded Life (WI only)
631602 Flexible Premium Multifunded Life (WI only)
637690 - 637705 Flexible Premium Multifunded Life (WI only)
637810 - 637817 Flexible Premium Multifunded Life (WI only)
610124 - 610126 Single Premium Life (MO and WI only)
631118 - 631119 Metromatic Flexible Premium Adjustable Life (MO and WI only)
637518 - 637532 Metromatic Flexible Premium Adjustable Life (MO and WI only)
7498 - 7506 Flexible-Premium Survivorship Life (COLI) (MO only)
247507 - 247515 Flexible-Premium Variable Life (COLI) (WI only)
237659 - 237667 Flexible-Premium Variable Life (COLI) (WI only)
237659 - 237667 Flexible-Premium Variable Life (COLI) (MO only)
</TABLE>
Page 3
<PAGE> 50
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
267779 - 267787 Flexible-Premium Variable Life (COLI) (MO only)
267779 - 267787 Flexible-Premium Variable Life (COLI) (WI only)
347439 - 347447 Flexible Premium Adjustable Life (COLI) (MO and WI only)
337482 - 337490 Flexible Premium Adjustable Life (COLI) (MO and WI only)
347675 - 347683 Flexible Premium Adjustable Life (COLI) (MO and WI only)
347759 - 347767 Flexible Premium Adjustable Life (COLI) (MO and WI only)
337617 - 337625 Flexible Premium Adjustable Life (COLI) (MO and WI only)
337750 - 337758 Flexible Premium Adjustable Life (COLI) (MO and WI only)
337726 - 337734 Flexible Premium Adjustable Life (COLI) (MO and WI only)
7612 - 7613 Eight Pay Adjustable Life (COLI)
7632 - 7633 Eight Pay Adjustable Life (COLI)
7566 - 7567 Eight Pay Adjustable Life -Kansas (COLI)
</TABLE>
Page 4
<PAGE> 51
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
METLIFE - PARTICIPATING ORDINARY LIFE
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
--------- -----------
<S> <C>
1742 - 1747 Par Non-Dividend Paying Whole Life Policy (MO and WI only)
1748 - 1749 Par Non-Dividend Paying Whole Life - Group Conversion (MO and WI only)
7831 - 7836 15 Year Joint Modified Term NS
7837 - 7842 20 Year Joint Modified Term NS
8039 - 8050 Level One-Year Term with Premium Adjustment E/P S/NS
8051 - 8062 Joint Level One-Year Term with Premium Adjustment E/P S/NS
8063 - 8068 10 Year Modified Term
8069 - 8074 11 Year Modified Term
8075 - 8080 12 Year Modified Term
8081 - 8086 13 Year Modified Term
8087 - 8092 14 Year Modified Term
8093 - 8098 15 Year Modified Term
8099, 8103 - 8107 16 Year Modified Term
8108 - 8109, 8111 - 8114 17 Year Modified Term
8115 - 8119, 8121 18 Year Modified Term
8122 - 8127 19 Year Modified Term
8128 - 8129, 8131 - 8134 20 Year Modified Term
8135 - 8139, 8141 10 Year Modified Term
8142 - 8147 11 Year Modified Term
8148 - 8149, 8153 - 8156 12 Year Modified Term
8157 - 8159, 8161 - 8163 13 Year Modified Term
8164 - 8169 14 Year Modified Term
8171 - 8176 15 Year Modified Term
8177 - 8179, 8181 - 8183 16 Year Modified Term
8184 - 8189 17 Year Modified Term
8191 - 8196 18 Year Modified Term
8197 - 8199, 8203 - 8205 19 Year Modified Term
8206 - 8209, 8211 - 8212 20 Year Modified Term
8213 - 8218 10 Year Joint Modified Term
8219, 8221 - 8225 11 Year Joint Modified Term
8226 - 8229, 8231 - 8232 12 Year Joint Modified Term
8233 - 8238 13 Year Joint Modified Term
8239, 8241 - 8245 14 Year Joint Modified Term
8246 - 8249, 8253 - 8254 15 Year Joint Modified Term
8255 - 8259, 8261 16 Year Joint Modified Term
8262 - 8267 17 Year Joint Modified Term
8268 - 8269, 8271 - 8274 18 Year Joint Modified Term
8275 - 8279, 8281 19 Year Joint Modified Term
8282 - 8287 20 Year Joint Modified Term
8288 - 8293 10 Year Joint Modified Term
8295 - 8299, 8303 11 Year Joint Modified Term
8304 - 8309 12 Year Joint Modified Term
8311 - 8316 13 Year Joint Modified Term
8317 - 8319, 8321 - 8323 14 Year Joint Modified Term
8324 - 8329 15 Year Joint Modified Term
</TABLE>
Page 5
<PAGE> 52
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
--------- -----------
<S> <C>
8331 - 8336 16 Year Joint Modified Term
8337 - 8339, 8341 - 8343 17 Year Joint Modified Term
8344 - 8349 18 Year Joint Modified Term
8351 - 8353, 8354 - 8356 19 Year Joint Modified Term
8357 - 8359, 8361 - 8363 20 Year Joint Modified Term
8364 - 8369 10 Year Uniform Annual Decreasing Term
8371 - 8376 15 Year Uniform Annual Decreasing Term
8377 - 8379, 8381 - 8383 20 Year Uniform Annual Decreasing Term
8384 - 8389 25 Year Uniform Annual Decreasing Term
8391 - 8396 30 Year Uniform Annual Decreasing Term
8397 - 8399, 8401 - 8403 Uniform Annual Decreasing Term to 65
8404 - 8409 10 Year Mortgage Term
8411 - 8416 15 Year Mortgage Term
8417 - 8419, 8421 - 8423 20 Year Mortgage Term
8424 - 8429 25 Year Mortgage Term
8431 - 8436 30 Year Mortgage Term
8437 - 8439, 8441 - 8443 10 Year Uniform Annual Decreasing Term
8444 - 8449 15 Year Uniform Annual Decreasing Term
8451 - 8456 20 Year Uniform Annual Decreasing Term
8457 - 8459, 8461 - 8463 25 Year Uniform Annual Decreasing Term
8464 - 8469 30 Year Uniform Annual Decreasing Term
8471 - 8476 Uniform Annual Decreasing Term to 65
8477 - 8479, 8481 - 8483 10 Year Mortgage Term
8484 - 8489 15 Year Mortgage Term
8491 - 8496 20 Year Mortgage Term
8497 - 8499, 8501 - 8503 25 Year Mortgage Term
8504 - 8509 30 Year Mortgage Term
8511 - 8516 10 Year Joint Uniform Annual Decreasing Term
8517 - 8519, 8521 - 8523 15 Year Joint Uniform Annual Decreasing Term
8524 - 8529 20 Year Joint Uniform Annual Decreasing Term
8531 - 8536 25 Year Joint Uniform Annual Decreasing Term
8537 - 8539, 8541 - 8543 30 Year Joint Uniform Annual Decreasing Term
8544 - 8549 Joint Uniform Annual Decreasing Term to 65
8550 - 8555 10 Year Joint Mortgage Term
8556 - 8561 15 Year Joint Mortgage Term
8562 - 8567 20 Year Joint Mortgage Term
8568 - 8573 25 Year Joint Mortgage Term
8574 - 8579 30 Year Joint Mortgage Term
8580 - 8585 10 Year Joint Uniform Annual Decreasing Term
8586 - 8591 15 Year Joint Uniform Annual Decreasing Term
8592 - 8597 20 Year Joint Uniform Annual Decreasing Term
8598 - 8603 25 Year Joint Uniform Annual Decreasing Term
8604 - 8609 30 Year Joint Uniform Annual Decreasing Term
8610 - 8615 Joint Uniform Annual Decreasing Term to 65
8616 - 8621 10 Year Joint Mortgage Term
8622 - 8627 15 Year Joint Mortgage Term
8628 - 8633 20 Year Joint Mortgage Term
8634 - 8639 25 Year Joint Mortgage Term
8640 - 8645 30 Year Joint Mortgage Term
8646 - 8651 Level OYT with Premium Adjustments T/S and T/NS
8652 - 8657 10 Year Uniform Annual Decreasing Term
8658 - 8663 15 Year Uniform Annual Decreasing Term
</TABLE>
Page 6
<PAGE> 53
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
--------- -----------
<S> <C>
8664 - 8669 20 Year Uniform Annual Decreasing Term
8670 - 8675 25 Year Uniform Annual Decreasing Term
8676 - 8681 30 Year Uniform Annual Decreasing Term
8682 - 8687 Uniform Annual Decreasing Term to 65
8688 - 8693 10 Year Mortgage Term
8694 - 8698 15 Year Mortgage Term
8700 - 8705 20 Year Mortgage Term
8706 - 8711 25 Year Mortgage Term
8712 - 8717 30 Year Mortgage Term
8832 - 8837 Level One-Year Term with Premium Adjustment
8838 - 8843 10 Year Uniform Annual Decreasing Term
8844 - 8849 15 Year Uniform Annual Decreasing Term
8850 - 8855 20 Year Uniform Annual Decreasing Term
8856 - 8861 25 Year Uniform Annual Decreasing Term
8862 - 8867 30 Year Uniform Annual Decreasing Term
8868 - 8873 Uniform Annual Decreasing Term to 65
8874 - 8879 10 Year Mortgage Term
8880 - 8885 15 Year Mortgage Term
8886 - 8891 20 Year Mortgage Term
8892 - 8897 25 Year Mortgage Term
8898 - 8903 30 Year Mortgage Term
8904 - 8909 10 Year Modified Term
8910 - 8915 15 Year Modified Term
8916 - 8921 20 Year Modified Term
8922 - 8927 Joint Level One-Year Term with Premium Adjustment
8928 - 8933 10 Year Joint Uniform Annual Decreasing Term
8934 - 8939 15 Year Joint Uniform Annual Decreasing Term
8940 - 8945 20 Year Joint Uniform Annual Decreasing Term
8946 - 8951 25 Year Joint Uniform Annual Decreasing Term
8952 - 8957 30 Year Joint Uniform Annual Decreasing Term
8958 - 8963 Joint Uniform Annual Decreasing Term to 65
8964 - 8993 Joint Mortgage Term
8994 - 8999 10 Year Joint Modified Term
9000, 9005, 9010, 9029 Level Premium Four Year Term (MO and WI only)
9058, 9098, 9099, 9101 Level Premium Four Year Term (MO and WI only)
9110, 9115, 9116, 9141 Level Premium Four Year Term (MO and WI only)
9142, 9146, 9149, 9151 Level Premium Four Year Term (MO and WI only)
9191, 9195, 9196, 9199 Level Premium Four Year Term (MO and WI only)
9201, 9241, 9242, 9246 Level Premium Four Year Term (MO and WI only)
9249, 9291, 9292 Level Premium Four Year Term (MO and WI only)
9296, 9299, 9326 Level Premium Four Year Term (MO and WI only)
9324, 9338, 9339, 9324 Level Premium Seven Year Term (MO and WI only)
9338, 9339, 9341, 9342 Level Premium Seven Year Term (MO and WI only)
9346, 9349, 9401, 9405 Level Premium Seven Year Term (MO and WI only)
9406, 9452, 9527, 9528 Level Premium Seven Year Term (MO and WI only)
9649, 9651, 9657, 9661 Level Premium Seven Year Term (MO and WI only)
9662, 9664, 9666 Level Premium Seven Year Term (MO and WI only)
9667, 9681-9691 Level Premium Seven Year Term (MO and WI only)
9003 - 9004, 9008 - 9009 Supplementary Paid-Up Child
9030 - 9031, 9035 - 9036 1 YT Life Insurance Policy with Premium Adjustment
9032, 9046 - 9047 Supplementary Paid-Up Insurance on Child - Metromatic
</TABLE>
Page 7
<PAGE> 54
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
--------- -----------
<S> <C>
9040 - 9045 Supplementary Paid-Up Insurance on Child
9050 - 9052, 9055 - 9057 One Year Term with Premium Adjustment
9080 - 9088 One Year Term with Premium Adjustment
9089 - 9097, 9132 - 9139 10 Year Mortgage Term One Year Term with Premium Adjustment
9160 - 9174 15 Year Mortgage Term One Year Term with Premium Adjustment
9175 - 9189 20 Year Mortgage Term One Year Term with Premium Adjustment
9210 - 9224 25 Year Mortgage Term One Year Term with Premium Adjustment
9225 - 9239 30 Year Mortgage Term One Year Term with Premium Adjustment
9253, 9255, 9260 Family Supplementary Paid-Up on Child
9260, 9265 Family Supplementary Paid-Up on Child
9262 - 9264, 9266 - 9277 10 Year Decreasing One Year Term with Premium Adjustment
9278 - 9289, 9326 - 9328 15 Year Decreasing One Year Term with Premium Adjustment
9321 - 9322 One Year Term with Premium Adjustment
9329 - 9337 20 Year Decreasing One Year Term with Premium Adjustment
9360 Interim Term
9363 - 9370 20 Year Decreasing One Year Term with Premium Adjustment
9371 - 9385 25 Year Decreasing One Year Term with Premium Adjustment
9386 - 9400 30 Year Decreasing One Year Term with Premium Adjustment
9410 - 9424 Decreasing Term 65 One Year Term with Premium Adjustment
9425 - 9439, 9504 - 9509 One Year Term with Premium Adjustment
9440 - 9451, 9455 - 9457 10 Year Mortgage Term One Year Term with Premium Adjustment
9458 - 9472 15 Year Mortgage Term One Year Term with Premium Adjustment
9473 - 9487 20 Year Mortgage Term One Year Term with Premium Adjustment
9488 - 9502 25 Year Mortgage Term One Year Term with Premium Adjustment
9518 - 9520 One Year Non-Renewable Convertible Term
9521 - 9526 30 Year Mortgage Term One Year Term with Premium Adjustment
9529 -9534 10 Year Mortgage /Scheduled One Year Term with Premium Adjustment
9535 -9540 15 Year Mortgage /Scheduled One Year Term with Premium Adjustment
9541 - 9546 20 Year Mortgage /Scheduled One Year Term with Premium Adjustment
9547 - 9552 25 Year Mortgage /Scheduled One Year Term with Premium Adjustment
9553 - 9558 30 Year Mortgage /Scheduled One Year Term with Premium Adjustment
9559 - 9564 10 Year Uniform Annual Decreasing Scheduled Term One Year Term with Premium Adjustment
9565 - 9570 15 Year Uniform Annual Decreasing Scheduled Term One Year Term with Premium Adjustment
9571 - 9576 20 Year Uniform Annual Decreasing Scheduled Term One Year Term with Premium Adjustment
9577 - 9582 25 Year Uniform Annual Decreasing Scheduled Term One Year Term with Premium Adjustment
9583 - 9588 30 Year Uniform Annual Decreasing Scheduled Term One Year Term with Premium Adjustment
9589 - 9594 Uniform Annual Decreasing Scheduled Term To Age 65 One Year Term with Premium Adjustment
9595 - 9603 30 Year Mortgage Term One Year Term with Premium Adjustment
9604 - 9618 10 Year Decreasing Term One Year Term with Premium Adjustment
9619 - 9633 15 Year Decreasing Term One Year Term with Premium Adjustment
9634 - 9648 20 Year Decreasing Term One Year Term with Premium Adjustment
9699 - 9701, 9721 - 9723 25 Year Decreasing Term One Year Term with Premium Adjustment
9704 - 9709 One Year Term with Premium Adjustment
9718 - 9720 One Year Non-Renewable Convertible Term
</TABLE>
Page 8
<PAGE> 55
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
--------- -----------
<S> <C>
9729 - 9734 10 Year Mortgage/Scheduled One Year Term with Premium Adjustment
9735 - 9740 15 Year Mortgage/Scheduled One Year Term with Premium Adjustment
9741 - 9746 20 Year Mortgage/Scheduled One Year Term with Premium Adjustment
9747 - 9752 25 Year Mortgage/Scheduled One Year Term with Premium Adjustment
9753 - 9758 30 Year Mortgage/Scheduled One Year Term with Premium Adjustment
9759 - 9764 10 Year Uniform Annual Decreasing Scheduled One Year Term with Premium Adjustment
9765 - 9770 15 Year Uniform Annual Decreasing Scheduled One Year Term with Premium Adjustment
9771 - 9776 20 Year Uniform Annual Decreasing Scheduled One Year Term with Premium Adjustment
9777 - 9782 25 Year Uniform Annual Decreasing Scheduled One Year Term with Premium Adjustment
9783 - 9788 30 Year Uniform Annual Decreasing Scheduled One Year Term with Premium Adjustment
9789 - 9794 Uniform Annual Decreasing Term To Age 65 Scheduled One Year Term with Premium Adjustment
9795 - 9803 25 Year Decreasing One Year Term with Premium Adjustment
9804 - 9818 30 Year Decreasing One Year Term with Premium Adjustment
9819 - 9833 Decreasing Term to age 65 One Year Term with Premium Adjustment
9941 - 9946 1 Year Non-Convertible Term
10403 - 10410 Direct Marketing Term
10423 - 10427 Direct Marketing Term
60401 - 60408 Direct Marketing Term
60423 - 60427 Direct Marketing Term
61403 - 61407 Direct Marketing Term
Other Individual Non-Dividend Paying Par Policy Outside The Closed Block
</TABLE>
Page 9
<PAGE> 56
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
METLIFE - ACQUIRED BUSINESS
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
--------- -----------
<S> <C>
1PWL01 Executive Life of New York (ELNY) Whole Life
122501 - 122502 ELNY Whole Life
122701 ELNY Whole Life with Modified Premiums
123501 ELNY Whole Life
123601 ELNY Whole Life
123701 ELNY Whole Life with Modified Premiums
176901 Citizens Executive Dividend Whole Life
584501 Citizens Par Association Life
584601 Citizens Par Association Life
584701 Citizens Par Association Life
166201 Citizens Ordinary Life
170001 Citizens Life
271001 Citizens Endowment @18, @65, 15 Yrs, 20 Yrs, or 30 Yrs
271501 Citizens Par End @ 85
272601 Citizens Endowment Policy at Age 90
586701 Citizens 5 Year Renewable & Convertible Term
584801 Citizens 5 Year Renewable & Convertible Term
160601 Citizens Whole Life - Automatic Premium Reduction
170501 Citizens Par Whole Life Reducing Premium
160501 Citizens Par Whole Life Reducing Premium
172001 Citizens Par 1 Year Modified Whole Life
172501 Citizens Modified 65 - Whole Life
172801 Citizens 10 Year Graded Premium
177101 Citizens Life paid-Up @ 65 or 10 Years
586601 Citizens Par Association Life
584901 Citizens Par Association Life
631297 - 631299 Mutual Benefit Life (MBL) Flexible Premium Adjustable Life
631317 - 631319 MBL Flexible Premium Adjustable Life
80 MBL Life Paid-Up at Age 75 (Whole Life)
81 MBL Whole Life
83 MBL Life Paid-Up at Age 75 (Whole Life)
84 MBL Whole Life
86 MBL Life Paid-Up at Age 75 (Whole Life)
87 - 88 MBL Whole Life
JL MBL Last Survivor Flexible Premium Adjustable Life
115 United Mutual (UM) Industrial - Whole Life @ 74 (Weekly)
116 UM Industrial - Whole Life @ 74
130 UM Industrial - 20 Year Payment Life (Weekly)
131 UM Industrial - 20 Year Payment Life (Monthly)
132 UM Industrial - Juvenile 20 Pay Life (Graded)
317 UM Industrial - Whole Life @ 65 (Monthly)
318 UM Industrial - 20 Payment Whole Life (Weekly)
319 UM Industrial - Whole Life @ 65
320 UM Industrial - Whole Life @ 80
330 UM Industrial - 20 Year Payment Life (Weekly)
</TABLE>
Page 10
<PAGE> 57
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
--------- -----------
<S> <C>
331 UM Industrial - 20 Year Payment Life (Monthly)
332 UM Industrial - 20 Year Payment Life (Monthly)
333 UM Industrial - Juvenile 20 Pay Life (Graded)
513 - 514 UM Industrial - Whole Life Policy
519 UM Industrial - Whole Life Paid-Up @ 65
531 UM Industrial - 20 Year Payment Life (Monthly)
532 UM Industrial - Juvenile 20 Pay Life (Graded)
701 UM Industrial - Whole Life
702 UM Industrial - Whole Life Paid-Up @ 65
703 UM Industrial - 20 Payment Life
704 UM Industrial - Juvenile WL Paid-Up @ 65
705 UM Industrial - Juvenile 20 Payment Life
706 UM Industrial - Juvenile WL Pd-Up @ 65
707 UM Industrial - Juvenile 20 Pay Whole Life
713 UM Industrial - Whole Life
714 UM Industrial - Juvenile Whole Life (Graded)
717 UM Industrial - Juvenile Life @ 65 (Graded)
718 UM Industrial - Juvenile Whole Life @ 65
719 UM Industrial - Whole Life Paid-Up @ 65
729 - 730 UM Industrial - Juvenile 20 Payment Life
731 UM Industrial - Juvenile 20 Pay Life (Graded)
732 UM Industrial - Juvenile 20 Pay Life (Graded)
231 UM Ordinary - 20 Year Payment Life
243 UM Ordinary - Endowment @ 65
244 UM Ordinary - Endowment @ 85
431 UM Ordinary - Limited 20 Payment Life Policy
443 UM Ordinary - Endowment @ 65
444 UM Ordinary - Endowment @ 85
631 UM Ordinary - Limited 20 Payment Life Policy
632 UM Ordinary - Juvenile 20 Year Payment Life
643 UM Ordinary - Endowment @ 65
644 UM Ordinary - Endowment @ Age 85
646 UM Ordinary - 20 Year Endowment
647 UM Ordinary - Juvenile 20 Year Endowment
831 UM Ordinary - Limited Payment Life 20 Year
832 UM Ordinary - Juvenile 20 Year PL (Graded)
843 UM Ordinary - Endowment @ Age 65
844 UM Ordinary - Endowment @ Age 85
846 UM Ordinary - 20 Year Endowment
847 UM Ordinary - Juvenile 20 Year Endowment
1821 UM Ordinary - One Year Term Plan
2011 UM Ordinary - Whole Life Policy
3211 - 3213 UM Ordinary - Life Policy
3222 UM Ordinary - 20 year Endowment Policy
3223 UM Ordinary - Endowment Policy @ 65
3231 UM Ordinary - 15 Year Mortgage Protection
3232 UM Ordinary - 20 Year Mortgage Protection
3233 UM Ordinary - 25 Year Mortgage Protection
3234 UM Ordinary - 30 Year Mortgage Protection
3410 UM Ordinary - Senior Life Policy
LZA (Labor Zionist Association)
</TABLE>
Page 11
<PAGE> 58
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
NEW ENGLAND MUTUAL - PARTICIPATING UNIVERSAL LIFE
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
100 Vantage, male standard level
110 Vantage, male standard increasing
120 Vantage, female standard level
130 Vantage, female standard increasing
140 Vantage, male preferred level
150 Vantage, male preferred increasing
160 Vantage, female preferred level
170 Vantage, female preferred increasing
200 - 204 UL84, level, plus bands 1 - 4
205 UL 500, level
210 UL84, increasing
211 - 214 ULCCL, bands 1 - 4, increasing
215 UL 500, increasing
250 NEG, underwritten, level
251 NEG, direct response, level
260 NEG, underwritten, increasing
261 NEG, direct response, increasing
301 - 303 UL 91, personal market, level, bands 1 - 3
311 - 313 UL 91, personal market, increasing, bands 1 - 3
401 - 404 UL 91, business market, level, bands 1 - 4
411 - 414 UL 91, business market, increasing, bands 1 - 4
999 First to Die
</TABLE>
Page 12
<PAGE> 59
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
NEW ENGLAND MUTUAL - PARTICIPATING ORDINARY LIFE
<TABLE>
<CAPTION>
PLAN CODE SERIES DESCRIPTION
- --------- ------ -----------
<S> <C> <C>
256 - 259 30 & 31 Term 10
263 - 268 30 & 31 Yearly Renewable Term
278 31 Yearly Renewable Term
291 - 296 30 & 31 5 Year Renewable and Convertible Term
</TABLE>
Page 13
<PAGE> 60
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
METLIFE - CANADIAN PARTICIPATING INDUSTRIAL LIFE
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
11 L75 - Issue age 1-75 - (including Assumed Company business)
12 L75 - (Infantile, ages 1-9)
13 L75 - (Infantile, ages 1-9, 25-cent Premium)
21 20 PL (Issue age 1-54) - (including Assumed Company business)
22 20 PL (Infantile, ages 1-9, 20-cent Premium issued in NY)
23 20 PL (Infantile, ages 1-9, $500 amount issued in NY)
25 20 PL (Infantile, ages 1-9, 23-cent Premium)
26 20 PL (Infantile, ages 1-2)
31 L 75 (Issue age 2-70) - (including Assumed Company business)
32 L 75 - $500
41 15 Year Endowment
51 20 Year Endowment
61 25 Year Endowment
80 L65
81 L65 (Infantile, ages 1-9, 25-cent Premium, issued in the US outside NY)
82 L65 (Infantile, ages 1-9, 20-cent Premium, issued in NY)
90 Double Protection to 65
91 Double Protection to 65, 25-cent Premium
92 Double Protection to 65, 20-cent Premium, issued in NY
130 Increasing Life & Endowment - $500 endow at 80, Paid Up at 75
140 Endowment at 80
150 Increasing Life & Endowment - $500 endow at 80, Paid Up at 75
160 Cumulative Endowment
170 Life & Annuity Paid Up at 70 (Issue Ages 10-15)
180 Convertible Life
207 20 PLAP W/OPTIONS - Monthly Ind
208 20 PLAP (0-2 Issue Age) Canada - Monthly Ind
209 20 PLAP - Monthly Ind.
214 L 70 or 10 Payment Life when issue age is 61 and over
225 30 Payment Life
235 15 Payment Life
320 20 PLAP
321 20 PLAP (Infantile, ages 1-9, issued in NY)
325 20 PLAP (Infantile, ages 1-9)
512 E65 PULO
600 E60 Issue ages 1-35
650 E65 Issue ages 20-40
650 E65 Issue Ages 1-40)
650 DP 65 (Monthly Industrials)
651 E65 - Issue Age 1-3, Canada
657 DP 65 (Monthly Industrials)
658 DP 65 with options (Monthly Industrial) Canada
659 DP 65 with options (Monthly Industrial) NY
790 Greater Protection (MetLife rates)
</TABLE>
Page 14
<PAGE> 61
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
1200 20-Payment Life
1201 20-Payment Life
1202 Juvenile 20-Payment Life - New York
1206 20 PL Rated
1206 20 PL Rated A
1207 20 PL with Options
1208 20-Payment Life
1209 20-PL with Options (NY age 1-9)
1300 30-Payment Life
1650 Life Paid-Up at Age 65
1656 L65 Intermediate
1657 Life Paid-Up at Age 65
1658 L65 with Options (Canada)
1659 Life at Age 65
1700 L70
1750 Life at Age 75
1756 Life at Age 75
1757 L75 with Options
1900 Paid Up Life Option - Monthly Industrial
4200 20 Year Endowment
4600 Endowment at Age 60
4650 Endowment at Age 65
4656 R65 Intermediate
4657 Endowment at Age 65
4658 Endowment at Age 65 with Options (Canada)
4750 Endowment at Age 75
4800 Endowment at Age 80
5900 Paid Up Life Option - Monthly Industrial
</TABLE>
Page 15
<PAGE> 62
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
METLIFE - CANADIAN PARTICIPATING ORDINARY LIFE
<TABLE>
<CAPTION>
PLAN CODE DESCRIPTION
- --------- -----------
<S> <C>
2000-2999 or 9000-9999 Term Products - Pre 7/11/89
All Other Plan Codes Whole Life Products - Pre 7/11/89
1022, 1027, 1052, 1053, 1057, 1058 English Form - Post 7/10/89
1022, 1027, 1052, 1053, 1057, 1058 French Form - Post 7/10/89
</TABLE>
Page 16
<PAGE> 63
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
METLIFE - PARTICIPATING DISABILITY INCOME
<TABLE>
<CAPTION>
POLICY FORM DESCRIPTION
- ----------- -----------
<S> <C>
Note: Policy Form On Admin. Records
AD 2-60 Accidental Death & Dismemberment
AD 2-71 Accidental Death & Dismemberment
AD 2-79 Accidental Death & Dismemberment
AD 2-83 Accidental Death & Dismemberment
AH 1-84 Security Disability Income w/ Residual 4A/3A
AH 1-90 Omni Plus 6A/5A/4A Disability Income
AH 10-78 Professional Disability Income
AH 2-84 Security Disability Income 4A/3A
AH 2-90 Omni Plus 3A/2A Disability Income
AH 3-54 Disability Income
AH 3-60 Disability Income
AH 3-65 Disability Income
AH 3-84 Security Overhead Expense
AH 3-90 Omni A/B Disability Income
AH 4-56 Extended Disability Income
AH 4-60 Extended Disability Income
AH 4-65 Extended Disability Income
AH 4-85 Security Disability Income 2A
AH 4-90 Expense Plus (Overhead)
AH 4A-85 & AH 4B-85 Security Disability Income A & B respectively
AH 4L-60 Extended Disability Income
AH 4L-65 Extended Disability Income
AH 5-88 Mortgage Disability Income a.k.a. Term DI in NY
AH 6-90 Priority Plus (Annually Renewable Term Premiums)
AH 7-56 Simplex Disability Income
AH 7-60 Simplex Disability Income
AH 7-71 Simplex Disability Income
AH 7-79 Simplex Disability Income
AH 7-96CA Salary Saver
AH 7P-60 Simplex Disability Income
AH 7W-60 & AH 7W-71 Business Woman's Disability Income
AH 8-58 Home Protector Disability Income
AH 8-65 Home Protector Disability Income
AH 8-96CA Salary Saver
AH 08-60RP Protector Disability Income
AH 9-67 Versatile Income Protection
AH 9-71 Versatile Income Protection
AH 9-79 Versatile Income Protection
A 10-49 Accident Medical Expense
A 2-56 Term Accident Disability Income
A 2-60 Term Accident Disability Income
A 5-49 Comprehensive Accident Disability Income
</TABLE>
Page 17
<PAGE> 64
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
NEW ENGLAND MUTUAL - PARTICIPATING DISABILITY INCOME
<TABLE>
<CAPTION>
PLAN CODE CLASS DESCRIPTION
- --------- ----- -----------
<S> <C> <C>
100 - 114 21 Residual Benefit Policy - Occ.Class 4A
120 - 129 21 Own Occupation Benefit Policy - Occ.Class 4A
135 - 139 21 Step-Rate Premium - Residual - Occ.Class 4A
145 - 149 21 Step-Rate Premium - Own Occ - Occ.Class 4A
200 - 203 21 Residual Benefit Policy - Occ.Class 3A
205 - 214 21 Residual Benefit Policy - Occ.Class 3A
220 - 229 21 Own Occupation Benefit Policy - Occ.Class 3A
235 - 238 21 Step-Rate Premium - Residual - Occ.Class 3A
245 - 249 21 Step-Rate Premium - Own Occ - Occ.Class 3A
300 - 309 21 Residual Benefit Policy - Occ.Class 2A
350 21 Residual Benefit Policy - Occ.Class 2B
400 - 401 21 Disability Business Expense - Occ.Class 4A
405 - 413 21 Disability Business Expense - Occ.Class 4A
500 - 501 21 Disability Business Expense - Occ.Class 3A
505 - 513 21 Disability Business Expense - Occ.Class 3A
101 - 103 22 Disability Business Buyout - Occ.Class 4A
201 - 203 22 Disability Business Buyout - Occ.Class 3A
</TABLE>
Page 18
<PAGE> 65
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
METLIFE - CANADIAN PARTICIPATING PHI
<TABLE>
<CAPTION>
POLICY FORM DESCRIPTION
- ----------- -----------
<S> <C>
Individual Personal Health Insurance Policies Retained
</TABLE>
Page 19
<PAGE> 66
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
METLIFE - PARTICIPATING INDIVIDUAL HEALTH - MEDICAL
<TABLE>
<CAPTION>
POLICY FORM DESCRIPTION
- ----------- -----------
<S> <C>
FAH73-94 Divested Reinsured Personal Medical
FAH57C92 Divested Reinsured Personal Medical
Individual Health Conversion Policies
Direct Marketing Individual Health Policies
Other Divested Reinsured Personal Medical
</TABLE>
Page 20
<PAGE> 67
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
NEW ENGLAND MUTUAL - PARTICIPATING INDIVIDUAL HEALTH - MEDICAL
<TABLE>
<CAPTION>
POLICY FORM DESCRIPTION
- ----------- -----------
<S> <C>
TNE-J590 Individual Health Conversion Policies
</TABLE>
Page 21
<PAGE> 68
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
METLIFE - PARTICIPATING INDIVIDUAL LONG TERM CARE CONTRACTS
<TABLE>
<CAPTION>
POLICY FORM DESCRIPTION
- ----------- -----------
<S> <C>
1LTC-97MO Individual LTC Policies
2LTC-97MO Individual LTC Policies
</TABLE>
Page 22
<PAGE> 69
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
METLIFE - PARTICIPATING INDIVIDUAL ANNUITIES
<TABLE>
<CAPTION>
POLICY FORM DESCRIPTION
- ----------- -----------
<S> <C>
35-84 AAA
G.4321 AAA - Capitol
35-84 AAA - Capitol Life & Charter
TCA/AAA-1 AAA - TCA
TCA/AAA-2 AAA - TCA
35A87 Baldwin
35BDEF87 Baldwin
35NP Baldwin
G.2498I Buffalo Board of Education
L-6792 Federal
L-6796 Federal
LGC-7005 Federal
LGC-7941 Federal
LGP-7940 Federal
37K-(74) 76 FPPA
37K-74 FPPA
37T-74 FPPA
37-65 FPPC
37K-65 FPPC
37DM-85 FRA
37K-79 FRA
37T-79 FRA
37-90 WI GPA
37IRA90 WI GPA
37PP-90(NQ-1) WI PPA
38PP-90(IRA-1) WI PPA
F.4333-15 WI PPA
37K-(74) 76 WI FPPA
37K-74 WI FPPA
37T-74 WI FPPA
37-65 WI FPPC
37K-65 WI FPPC
37-DM85 WI FRA
37K-79 WI FRA
37T-79 WI FRA
30-85 WI RDA
30-80 WI SDA
37KV-65 WI Variable Annuity
37TV-65 WI Variable Annuity
37V-78 WI Variable Annuity
37-75 MIAP WI Variable Annuity
37VM-84 WI VestMet
38VM-84 WI VestMet
G.2444D WI VestMet
G.2444G WI VestMet
G.4278VM WI VestMet
</TABLE>
Page 23
<PAGE> 70
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
<TABLE>
<CAPTION>
POLICY FORM DESCRIPTION
- ----------- -----------
<S> <C>
37TV-65 Variable Annuity
37KV-65 Variable Annuity
37V-78 Variable Annuity
35-65 Continuation
G.2991WI MAX1, MAX3
35-90WI MAX1, MAX3
35-91(TSA) WI MAX1, MAX3
35IRA-90WI MAX1, MAX3
34-87 MetSaver
G.4337 MetStar
G.4278A New York City Teachers
30-85 RDA
30-80 SDA
37VM-84 Vestmet
38VM-84 Vestmet
G.2444A Vestmet
G.2444B Vestmet
G.2444C Vestmet
G.2444D Vestmet
G.2444E Vestmet
G.2444G Vestmet
G.2444H Vestmet
G.4278VM Vestmet
TCA/MI{4-87} Supplementary Contracts - TCA
TCA/G1{12/86} Supplementary Contracts - TCA
Other Supplementary Contracts
Other MetLife Direct Written Deferred Annuities On Policy
Forms Approved Before 7/11/89
Other Annuities with Continuation
</TABLE>
Page 24
<PAGE> 71
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
NEW ENGLAND MUTUAL - PARTICIPATING INDIVIDUAL ANNUITIES
<TABLE>
<CAPTION>
POLICY FORM DESCRIPTION
- ----------- -----------
<S> <C>
A6 Retirement Annuity
A7 Retirement Annuity
A12 Retirement Annuity
A20 Retirement Annuity
A22 Retirement Annuity
A32 Single Premium Immediate Annuities
A35-59 Flexible Retirement Annuity
A52-P67 Flexible Retirement Annuity
A56-70 Single Premium Retirement Annuity
A75 Flexible Premium Retirement Annuity
A78 Flexible Premium Retirement Annuity
A74 A+ Single Premium Deferred Annuity
A77A Asset Builder Single Premium Deferred Annuity
V1-70A Variable Annuity
V2-70A Variable Annuity
V10 Variable Annuity and Continuation of Fund
V3-70A Continuation of V1-70A and V2-70A
V4-70A Continuation of V1-70A and V2-70A
V5-70A Continuation of V1-70A and V2-70A
V6-70A Continuation of V1-70A and V2-70A
V7-70A Continuation of V1-70A and V2-70A
V11 Fixed Fund On Zenith Accumulator Variable Annuity and Continuation of ZAVA
Supplemental Contracts Without Life Contingencies
Supplemental Contracts With Life Contingencies
Retained Asset Account
</TABLE>
Page 25
<PAGE> 72
EXHIBIT B - OTHER INDIVIDUAL PARTICIPATING POLICIES
NOT IN THE CLOSED BLOCK
METLIFE - CANADIAN PARTICIPATING INDIVIDUAL ANNUITIES &
SUPPLEMENTARY CONTRACTS
<TABLE>
<CAPTION>
POLICY FORM DESCRIPTION
- ----------- -----------
<S> <C>
Individual Deferred Annuities Retained
Individual Ordinary Payout Annuities Retained
Individual Ordinary Supplementary Annuities Retained
Individual Industrial Supplementary Annuities Retained
</TABLE>
The Plan Codes in Exhibit B apply in all states and territories unless otherwise
stated. (NC = North Carolina; MO = Missouri; WI = Wisconsin; PR = Puerto Rico).
Page 26
<PAGE> 73
EXHIBIT C -- METLIFE POLICYHOLDER TRUST AGREEMENT
METLIFE POLICYHOLDER TRUST
AGREEMENT
BY AND AMONG
METROPOLITAN LIFE INSURANCE COMPANY
AND
METLIFE, INC.
AND
WILMINGTON TRUST COMPANY
AND
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
DATED AS OF NOVEMBER 3, 1999
Exhibit C -- MetLife Policyholder Trust Agreement
<PAGE> 74
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
1. Definitions................................................. 1
2. Deposit of Trust Shares..................................... 3
2.1 Issuance of Trust Shares.............................. 3
2.2 Trustee Owner of Trust Shares......................... 3
2.3 Costs and Expenses of the Trustee and Custodian....... 3
2.4 Filing of Agreements.................................. 3
3. Interests................................................... 4
3.1 Trust Shares.......................................... 4
3.2 Interests Held by Custodian........................... 4
3.3 Custodian Sole Holder of Interests.................... 4
3.4 Joint Trust Beneficiaries............................. 4
3.5 Act of Trust Beneficiaries............................ 4
4. Transfers................................................... 5
4.1 No Transfers Except As Provided Herein................ 5
4.2 Permitted Transfers................................... 5
5. Purchase, Sale and Withdrawal Elections..................... 5
5.1 Procedures for Purchase and Sale Elections............ 5
5.2 Purchase Elections.................................... 5
5.3 Sale Elections........................................ 6
5.4 Withdrawal Elections.................................. 6
5.5 Notices of Purchase, Sale and Withdrawal Elections.... 7
5.6 Stock Splits, etc. ................................... 7
5.7 Tender and Exchange Offers............................ 7
5.8 Receipt of Trust Shares............................... 8
5.9 Program Agent......................................... 8
5.10 Beneficiary Statements................................ 8
5.11 Offering for Trust Beneficiaries...................... 8
6. Powers and Duties of the Trustee............................ 9
6.1 Limits on Trustee's Powers............................ 9
6.2 Execution by Trustee.................................. 9
6.3 Voting................................................ 9
6.4 Sales................................................. 11
6.5 Tax Returns and Reports............................... 11
6.6 Reporting and Other Informational Requirements........ 12
6.7 Mailings of Proxy and Other Materials................. 12
6.8 Registration under the Exchange Act................... 12
7. Dividends and Distributions; Receipt of Other Property...... 12
7.1 Dividends and Distributions........................... 12
7.2 Cash.................................................. 12
7.3 Stock................................................. 13
7.4 Other Property........................................ 13
7.5 Stock Splits, etc. ................................... 13
7.6 Distribution of Trust Shares in Certain
Circumstances......................................... 13
8. The Trustee................................................. 13
8.1 Qualifications of Trustee............................. 13
8.2 Expenses.............................................. 13
8.3 Compensation.......................................... 14
8.4 Resignation and Removal of Trustee; Appointment of
Successor Trustee..................................... 14
8.5 Acceptance of Appointment by Successor................ 14
8.6 Merger, Conversion, Consolidation or Succession to
Business.............................................. 14
8.7 Collection of Claims by Trust......................... 14
8.8 Interests of the Trustee.............................. 15
8.9 Liability of the Trustee.............................. 15
8.10 Appointment of Separate or Co-Trustee................. 15
9. The Custodian............................................... 15
9.1 Initial Custodian..................................... 15
9.2 Resignation and Removal of Custodian; Appointment of
Successor Custodian................................... 16
9.3 Acceptance of Appointment by Successor................ 16
9.4 Transfer of Material.................................. 16
9.5 Compensation; Expenses................................ 16
9.6 Duties................................................ 16
10. Grantor Trust............................................... 17
</TABLE>
Exhibit C -- MetLife Policyholder Trust Agreement
i
<PAGE> 75
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
11. Effective Date and Termination.............................. 17
11.1 Effective Date....................................... 17
11.2 Termination upon Distribution of Trust Shares........ 17
11.3 Early Termination.................................... 17
11.4 Actions of Trustee upon a Termination Event or an
Early Termination Event.............................. 17
11.5 Holding Company's Right to Purchase Shares........... 18
11.6 Termination.......................................... 18
11.7 Rule Against Perpetuities............................ 18
12. Merger or Consolidation of Holding Company.................. 18
12.1 Holding Company May Consolidate or Merge Only on
Certain Terms........................................ 18
12.2 Successor Corporation Substituted.................... 19
13. Amendment................................................... 19
13.1 Amendments Not Requiring Consent of the Trust
Beneficiaries........................................ 19
13.2 Amendments Requiring Consent of the Trust
Beneficiaries........................................ 19
13.3 Conditions to Amendment of Agreement................. 19
13.4 Trustee and Custodian Not Required to Enter into Any
Amendments........................................... 20
13.5 Amendments to Trust Record Keeping Services
Agreement............................................ 20
14. Accounting.................................................. 20
14.1 Accounting........................................... 20
14.2 Lost Trust Beneficiaries............................. 20
15. Minors or Incapable Persons................................. 20
15.1 Payments to Minors or Incapable Persons.............. 20
15.2 Payments and Distributions........................... 20
16. Miscellaneous............................................... 20
16.1 Successors........................................... 20
16.2 No Punitive Damages.................................. 20
16.3 Payment of Costs for Frivolous Claims................ 21
16.4 Representation of Lost Trust Beneficiaries and Trust
Beneficiaries Under a Disability..................... 21
16.5 Notices.............................................. 21
16.6 Mailing to Trust Beneficiaries....................... 22
16.7 Governing Law........................................ 22
16.8 Counterparts......................................... 22
16.9 Entire Agreement..................................... 22
</TABLE>
Exhibit C -- MetLife Policyholder Trust Agreement
ii
<PAGE> 76
METLIFE POLICYHOLDER TRUST AGREEMENT
This Policyholder Trust Agreement, dated as of November 3, 1999, is made
and entered into by and among Metropolitan Life Insurance Company, a mutual life
insurance company organized under the laws of the State of New York, MetLife,
Inc., a Delaware corporation, ChaseMellon Shareholder Services, L.L.C., a
limited liability company organized under the laws of New Jersey, as custodian
of the Interests under this Agreement, and Wilmington Trust Company, a Delaware
banking company. Capitalized terms used in this Agreement are defined in Section
1.
W I T N E S S E T H :
WHEREAS, this Agreement is made and entered into to establish the Trust for
the exclusive benefit of Trust Beneficiaries in connection with the
reorganization of the Company from a mutual life insurance company into a stock
life insurance company pursuant to Section 7312 of the New York Insurance Law
and a Plan of Reorganization as adopted by the Board of Directors of the Company
on September 28, 1999 (as such Plan may be amended pursuant to its terms or
Section 7312 of the New York Insurance Law); and
WHEREAS, the Plan provides that a trust shall be established under this
Agreement to hold shares of Common Stock to be received in exchange for Company
Common Stock allocated under the Plan to Trust Eligible Policyholders.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms have the
following meanings:
"Act" means the act of a Trust Beneficiary as described in Section 3.5(a).
"Actuarial Contribution" means the contribution of certain participating
policies to the Company's surplus, as calculated according to the principles,
assumptions and methodologies set forth in the Plan and the Actuarial
Contribution Memorandum.
"Actuarial Contribution Memorandum" means the memorandum, attached to the
Plan as Schedule 4, that sets forth the principles, assumptions and
methodologies for the calculation of the Actuarial Contributions of qualifying
policies under the Plan.
"Agreement" means this MetLife Policyholder Trust Agreement, as amended in
accordance with Section 13. This Agreement establishes and governs the operation
of the Trust.
"Beneficiary Consent Matter" means any matter presented to the stockholders
of the Holding Company of the nature identified in Sections 6.3(b)(i), (ii) and
(iv) and, prior to the first anniversary of the Plan Effective Date, Section
6.3(b)(iii) for which the Custodian is required to request voting instructions
from the Trust Beneficiaries pursuant to Section 6.3(c).
"Broker-Dealer Affiliate" means any affiliate of the Program Agent or a
service organization acting on its behalf, that is (a) registered as a
broker-dealer under the Exchange Act or (b) a "bank" (within the meaning of such
term in Section 3(a)(6) of the Exchange Act) that is excluded from the
definition of "broker" under Sections 3(a)(4) and 15(a) of the Exchange Act.
"Broker-Dealer Affiliate" may also include the Program Agent itself if it meets
these requirements. Some of the activities described in the Purchase and Sale
Program Procedures will be performed by the Broker-Dealer Affiliate in order to
meet regulatory requirements under the federal securities laws. The initial
Broker-Dealer Affiliate will be ChaseMellon Financial Services L.L.C.
"ChaseMellon" means ChaseMellon Shareholder Services, L.L.C., a limited
liability company organized under the laws of New Jersey.
"Common Stock" means the common stock, par value $.01 per share, of the
Holding Company.
"Company" means Metropolitan Life Insurance Company, a mutual life
insurance company organized under the laws of the State of New York, to be
reorganized as a stock life insurance company under the Plan.
"Company Common Stock" means the common stock, par value $.01 per share, of
the Company.
"Contesting Stockholder" means a stockholder of the Holding Company that
has, pursuant to the Holding Company's By-Laws and applicable law, given timely
notice of the stockholder's proposal to (i) nominate one or more candidates or a
slate of candidates for election as directors of the Holding Company in
opposition to a nominee of the Holding Company's board of directors for election
of directors, (ii) oppose one or more nominees of the Holding Company's board of
directors, (iii) remove one or more directors of the Holding Company for cause,
or (iv) nominate
Exhibit C -- MetLife Policyholder Trust Agreement
<PAGE> 77
one or more candidates for election as directors of the Holding Company to fill
the vacancy or vacancies resulting from the removal of one or more directors by
the Holding Company's stockholders.
"Custodian" means the custodian that will be the record holder of the Trust
Interests. The initial Custodian will be ChaseMellon.
"Early Termination Event" means an event specified in Section 11.3.
"Eligible Policyholder" means a Person who is, or, collectively, the
Persons who are, the owners on the date that the Plan is adopted by the
Company's board of directors of a policy that is in force on such date. The
Company and any corporation in which the Company, directly or indirectly, holds
a majority of the outstanding shares entitled to vote in the election of
directors shall not be Eligible Policyholders with respect to any policy that
entitles the policyholder to receive consideration, unless the consideration is
to be utilized in whole or part for a plan or program funded by that policy for
the benefit of participants or employees who have coverage under that plan or
program.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Holding Company" means MetLife, Inc., a Delaware corporation, which is the
company organized to become the holding company of the Company on the Plan
Effective Date.
"Indemnified Party" means the Trustee and any affiliate, director, officer,
employee, agent or advisor of the Trustee which the Holding Company is required
to indemnify under Section 8.9(b).
"Interest" means an undivided fractional interest in the Trust Shares and
other assets of the Trust beneficially owned by a Trust Beneficiary through the
Custodian. An Interest entitles the Trust Beneficiary to certain rights,
including the right to: (i) receive dividends distributed upon Trust Shares;
(ii) have Trust Shares withdrawn from the Trust to be sold for cash through the
Purchase and Sale Program; (iii) deposit in the Trust additional shares of
Common Stock purchased through the Purchase and Sale Program; (iv) elect to
withdraw Trust Shares after the first anniversary of the Plan Effective Date;
and (v) instruct the Trustee to vote the Trust Shares on certain matters; each
as further described in and limited by the terms of this Agreement.
"IPO" means the initial public offering of Common Stock.
"1940 Act" means the Investment Company Act of 1940, as amended.
"Person" means an individual, corporation, limited liability company, joint
venture, partnership, association, trust, trustee, unincorporated entity,
organization or government (including its departments or agencies).
"Plan" means the Plan of Reorganization of the Company, adopted by the
Company's board of directors on September 28, 1999, including all Exhibits and
Schedules to the Plan, as it may be amended from time to time. Under the Plan,
the Company will convert from a mutual life insurance company to a stock life
insurance company.
"Plan Effective Date" means the effective date of the Plan, when, among
other things, the Company will become a stock life insurance company and
wholly-owned subsidiary of the Holding Company. The Plan Effective Date will be
determined pursuant to Section 5.2(b) of the Plan.
"Program Agent" means the program agent for the Purchase and Sale Program,
as may be appointed from time to time by the Holding Company. For purposes of
this Trust Agreement, "Program Agent" shall include any affiliate of the Program
Agent or service organization acting on its behalf. The initial Program Agent
will be ChaseMellon. Some of the activities described in the Purchase and Sale
Program Procedures will be performed by the Broker-Dealer Affiliate in order to
meet regulatory requirements under the federal securities laws.
"Purchase and Sale Program" means the program permitting Trust
Beneficiaries to purchase additional shares of Common Stock to be held by the
Trust or to have Trust Shares withdrawn for sale, in each case without the
payment of commissions or other fees. The Purchase and Sale Program will be
conducted pursuant to the Purchase and Sale Program Procedures.
"Purchase and Sale Program Procedures" means the Purchase and Sale Program
Procedures attached to the Plan as Exhibit J, as such may be amended from time
to time pursuant to Section 10.5 of the Plan.
"Purchase Election" means an election made by a Trust Beneficiary to
purchase, without the payment of commissions or other fees, additional shares of
Common Stock to be deposited in the Trust and allocated to the Trust Beneficiary
in accordance with the Purchase and Sale Program Procedures and Section 5.2.
"Reorganization" means the conversion of the Company from a mutual life
insurance company to a stock life insurance company under Section 7312 of the
New York Insurance Law.
Exhibit C -- MetLife Policyholder Trust Agreement
2
<PAGE> 78
"Sale Election" means an election by a Trust Beneficiary to have Trust
Shares equal in number to its Interests withdrawn and sold, without the payment
of commissions or other fees, through the Purchase and Sale Program in
accordance with the Purchase and Sale Program Procedures and Section 5.3.
"Superintendent" means the Superintendent of Insurance of the State of New
York, or any governmental officer, body or authority that succeeds the
Superintendent as the primary regulator of the Company's insurance business
under applicable law.
"Termination Event" means an event specified in Section 11.2, the
occurrence of which will cause the termination of the Trust.
"Trust" means the MetLife Policyholder Trust established under this
Agreement to hold the Trust Shares for the exclusive benefit of the Trust
Beneficiaries.
"Trust Beneficiary" means any Person that beneficially owns an Interest in
the Trust, as shown on the records of the Custodian.
"Trust Eligible Policyholder" means any Eligible Policyholder that, under
the Plan, will receive consideration in the form of Company Common Stock, to be
exchanged for an equal number of shares of Common Stock (to be held in the
Trust) on the Plan Effective Date.
"Trust Record Keeping Services Agreement" means the Service Agreement for
Transfer Agent Services and Trust Record Keeping Services by and between the
Holding Company and ChaseMellon as such may be amended from time to time
pursuant to Section 13.5, and any other agreement between the Holding Company
and any Custodian or successor Custodian relating to Trust record keeping
services.
"Trust Shares" means the shares of Common Stock held from time to time by
the Trust under this Agreement and any shares of common stock issued in exchange
for Common Stock in connection with a merger, consolidation or recapitalization
of the Holding Company and held in the Trust as contemplated in Section 7.4.
"Trustee" means the trustee of the Trust. The initial Trustee will be
Wilmington Trust Company.
"Withdrawal Election" means an election by a Trust Beneficiary to receive
in exchange for all, but not less than all, of its Interests on the date of such
election, an equal number of Trust Shares in accordance with Section 5.4.
2. Deposit of Trust Shares.
2.1 Issuance of Trust Shares. (a) On the Plan Effective Date:
(i) the Trust shall be established under the terms of this Agreement;
(ii) the Company shall issue shares of Company Common Stock to the
Trust in accordance with Section 5.2(e) of the Plan; and
(iii) the Trustee shall exchange those shares of Company Common Stock
for an equal number of shares of Common Stock (to be deposited in the Trust
together with any rights issued on the Plan Effective Date in connection
with any stockholder rights plan adopted by the Holding Company).
(b) Shares of Common Stock issued to the Trust shall be issued in
book-entry form as uncertificated shares to the extent permitted by law.
(c) The Holding Company shall provide notice to the Trustee of the Plan
Effective Date as soon as practicable after such date has been determined.
2.2 Trustee Owner of Trust Shares. Except to the extent expressly provided
in this Agreement, the Trustee on behalf of the Trust shall be considered the
sole owner or holder of the Trust Shares for all purposes, including, but not
limited to, the payment of dividends on the Trust Shares and the giving of any
vote, assent or consent as owner of the Trust Shares. The Trust Beneficiaries
shall not have legal title to any part of the assets of the Trust. Legal title
to the Trust Shares and all other assets of the Trust shall be vested in the
Trust.
2.3 Costs and Expenses of the Trustee and Custodian. Subject to Section
6.3, the Holding Company shall pay, or reimburse directly each of the Trustee
and Custodian for, all costs and expenses relating to the Trust, in the case of
the Trustee, and relating to the holding of Interests, in the case of the
Custodian, including, but not limited to, the fees and expenses of the Trustee
and Custodian as provided in Sections 8 and 9.
2.4 Filing of Agreements. The Trustee shall file copies of this Agreement
with appropriate governmental entities to the extent required under applicable
law, as instructed by the Holding Company.
Exhibit C -- MetLife Policyholder Trust Agreement
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3. Interests.
3.1 Trust Shares. (a) On or before the earlier of (i) 75 days after the
adoption of the amended and restated Plan incorporating the Actuarial
Contribution Memorandum by the Company's board of directors pursuant to the Plan
or (ii) 14 days prior to the Plan Effective Date (unless the Superintendent
approves later dates), the Company shall deliver to the Custodian a computerized
file showing the Actuarial Contribution of each Qualifying Policy. The Custodian
shall calculate, on behalf of the Company, the number of shares of Company
Common Stock to be allocated to each Trust Eligible Policyholder based on the
Actuarial Contributions of all Qualifying Policies owned by such Trust Eligible
Policyholder and the provisions of Article VII of the Plan, provided, however,
that the Company shall be responsible to the Trust Beneficiaries for any
calculations made by the Custodian.
(b) As of the Plan Effective Date, each Trust Eligible Policyholder shall
be allocated a number of Interests equal to the number of shares of Company
Common Stock allocated to it.
(c) Beginning no later than 120 days after the adoption of the amended and
restated Plan incorporating the Actuarial Contribution Memorandum by the
Company's board of directors pursuant to the Plan and completed by no later than
14 days prior to the Plan Effective Date (unless the Superintendent approves
later dates), the Custodian shall mail to each Trust Eligible Policyholder a
notice indicating the number of Interests to be allocated to the Trust Eligible
Policyholder. This notice shall include an explanation of the rules applicable
to permitted transfers of the Interests, a summary of the Purchase and Sale
Program Procedures and an explanation of the voting rights of the Trust
Beneficiaries, unless such information has previously been provided to the Trust
Beneficiaries, together with such other information as the Holding Company may
direct. A Trust Eligible Policyholder will be able to obtain information
concerning the number of Interests to be allocated to such Trust Eligible
Policyholder through the telephone number, and beginning on the date,
established pursuant to and identified in the mailing described in Section
5.5(b) of the Plan.
(d) If the Holding Company shall change the number, designation or any
other characteristic of the Common Stock, the Interests held by the Trust
Beneficiaries shall be deemed to be changed accordingly so that the outstanding
Interests shall at all times correspond with the Trust Shares held pursuant to
this Agreement.
3.2 Interests Held by Custodian. The Interests shall be held on behalf of
the Trust Beneficiaries by the Custodian. The Custodian shall keep correct books
of account of all transactions relating to the Interests, including a list
containing the name and address of each Trust Beneficiary and the Trust
Beneficiary's Interests. The Custodian shall promptly record all transactions
relating to the Interests, including any adjustments to the Interests in
accordance with this Agreement. Each of the Trustee and the Custodian, as the
case may be, shall promptly deliver to the other copies of all notices received
from any Trust Beneficiary pursuant to this Agreement. The Trustee shall have
the right to inspect the records of the Custodian relating to the Interests upon
reasonable notice during reasonable business hours and, at the Holding Company's
expense, to receive copies of those records.
3.3 Custodian Sole Holder of Interests. Except as expressly provided in
this Agreement, the Trustee may treat the Custodian as the sole holder of record
of the Interests for purposes of receiving distributions on the Interests and
for all other purposes and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in the Interests on the part of any
Person, whether or not the Trustee shall have actual or other notice of the
claim or interest. Absent manifest error, ownership of each Trust Beneficiary's
Interests shall be as shown on, and the transfer of the ownership will be
effected only through, records maintained by the Custodian in accordance with
this Agreement, the Trust Record Keeping Services Agreement and the Custodian's
customary practices.
3.4 Joint Trust Beneficiaries. If multiple Persons constitute a single
Trust Beneficiary, payments made to such Trust Beneficiary pursuant to this
Agreement shall be distributed by the Custodian jointly to or on behalf of those
Persons in accordance with the Custodian's customary practices.
3.5 Act of Trust Beneficiaries. (a) Any request, demand, authorization,
direction, notice, consent, assent, waiver or other action provided by this
Agreement to be given or taken by any Trust Beneficiary may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Trust Beneficiary in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee, the
Custodian, the Program Agent or the Holding Company, as the case may be. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Trust Beneficiary
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Trustee, the Custodian,
the Program Agent and the Holding Company, if made in the manner provided in
this Section 3.5.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer authorized by law to
Exhibit C -- MetLife Policyholder Trust Agreement
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take acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to that Person the execution thereof or by
other instruments or certificates utilized by the Custodian in its customary
practices. Where such execution is by an officer of a corporation or a member of
a partnership on behalf of such corporation or partnership (or a Person having
similar authority in any other entity), such certificate or affidavit shall also
constitute sufficient proof of that Person's authority.
(c) Notwithstanding the foregoing, each of the Trustee, the Custodian, the
Program Agent or the Holding Company may, but shall not be required to, accept
any request, demand, authorization, direction, notice, consent, assent, waiver
or other action provided by this Agreement in any other form, which shall become
effective upon acceptance.
4. Transfers.
4.1 No Transfers Except As Provided Herein. Except as otherwise provided
in this Agreement, no Trust Beneficiary shall have any right whatsoever to sell,
assign, transfer, encumber or grant any option or any other interest in, the
Trust Beneficiary's Interests to, or in favor of, any other Person. Any sale,
assignment, transfer, encumbrance or grant that is not made in accordance with
the provisions of this Agreement shall be null and void and shall not be binding
on the Trustee, the Custodian or the Holding Company.
4.2 Permitted Transfers. Interests may be transferred:
(a) from the estate of a deceased Trust Beneficiary to one or more
beneficiaries taking by operation of law or pursuant to testamentary
succession;
(b) to (i) the spouse or issue of a Trust Beneficiary, (ii) an entity
selected by a Trust Beneficiary, provided that transfers to such entity are
deductible for Federal income, gift and estate tax purposes under Sections
170, 2055 and 2522 of the Internal Revenue Code of 1986, as amended, or
(iii) a trust established for the exclusive benefit of one or more of (x)
Trust Beneficiaries, (y) individuals described in clause (i) of this
Section 4.2(b) or (z) entities described in clause (ii) of this Section
4.2(b);
(c) to a trust established to hold Interests on behalf of an employee
benefit plan;
(d) if the Trust Beneficiary is not a natural person, by operation of
law to the surviving entity upon the merger or consolidation of the Trust
Beneficiary into another entity, to the purchaser of substantially all the
assets of the Trust Beneficiary or to the appropriate Persons upon the
dissolution, termination or winding up of the Trust Beneficiary;
(e) by operation of law as a consequence of the bankruptcy or
insolvency of a Trust Beneficiary or the granting of relief to the Trust
Beneficiary under the Federal bankruptcy laws; or
(f) from a trust holding an insurance policy or annuity contract on
behalf of the insured Person under the policy or contract to those Persons
to whom Interests are required to be so transferred pursuant to the terms
of that trust.
Except for a transfer pursuant to Section 4.2(a), no transfer by a Trust
Beneficiary of only a part of its Interests that is otherwise permitted by this
Section 4.2 shall be given effect, however, if it would result in a transferee
owning other than a whole number of Interests. The Custodian shall record on its
records in accordance with customary practices any transfer of Interests by a
Trust Beneficiary to a Person to whom a transfer permitted by this Section 4.2
is made following receipt by the Custodian of a written notice of the transfer,
together with any supporting documentation reasonably required by, and in form
and substance reasonably satisfactory to, the Custodian. All questions regarding
the validity of any transfer shall be determined by the Custodian in good faith.
A transfer shall only become effective when it has been recorded by the
Custodian on its records in accordance with its customary practices.
5. Purchase, Sale and Withdrawal Elections.
5.1 Procedures for Purchase and Sale Elections. Purchase Elections and
Sale Elections shall be subject to the Plan, this Agreement and the Purchase and
Sale Program Procedures.
5.2 Purchase Elections. (a) Subject to certain restrictions in the
Purchase and Sale Program Procedures, beginning on the first trading day
following the 90th day after the Plan Effective Date, and lasting until the
termination of the Trust, each Trust Beneficiary holding a number of Interests
that is less than 1,000 may make a Purchase Election and instruct the
Broker-Dealer Affiliate to arrange for the purchase, in accordance with the
Purchase and Sale Program Procedures, of additional shares of Common Stock to be
deposited in the Trust and allocated to the Trust Beneficiary. The Purchase
Election is subject to the limitation that the Trust Beneficiary may hold, after
the purchase through the Purchase and Sale Program and allocation of an equal
number of Interests to the Trust Beneficiary, no more than 1,000 Interests. Any
Trust Beneficiary making a Purchase Election shall be required to deliver funds
for this purchase in an amount of at least $250 (or such lesser amount as may be
required to purchase, at the closing price of the Common Stock on the trading
day immediately prior to the mailing of such funds, a number of shares that
Exhibit C -- MetLife Policyholder Trust Agreement
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would cause it to hold the 1,000 maximum number of Interests described above).
Subject to the limitations on numbers of shares and size of a transaction set
forth herein, there are no other limitations on the number of times a Trust
Beneficiary may make a Purchase Election. Trust Beneficiaries making a Purchase
Election shall not be required to pay any brokerage commissions, mailing
charges, registration fees or other administrative or similar expenses.
(b) Following receipt of a valid Purchase Election notice and adequate
funds from a Trust Beneficiary, the Broker-Dealer Affiliate shall purchase
shares of Common Stock in accordance with the Purchase and Sale Program
Procedures. The shares purchased through the Purchase and Sale Program shall be
delivered by the Broker-Dealer Affiliate to the Trustee, deposited in the Trust
and held by the Trustee subject to all of the terms and conditions of this
Agreement to the same extent as if originally deposited hereunder. The Interests
of any Trust Beneficiary making a Purchase Election shall be increased to
reflect the Purchase Election. As soon as practicable after the deposit in the
Trust pursuant to a Purchase Election, but no later than 4 days following such
deposit, the Custodian shall provide a written statement to the Trust
Beneficiary indicating the number of the Trust Beneficiary's Interests.
5.3 Sale Elections. (a) Subject to certain restrictions in the Purchase
and Sale Program Procedures, including, but not limited to, the limitations set
forth in Section 5.3(c), beginning on the later of (i) the termination of any
stabilization arrangements and trading restrictions in connection with the IPO
or (ii) the closing of all underwriters' over-allotment options that have been
exercised and the expiration of all unexercised options in connection with the
IPO, each Trust Beneficiary may, until the termination of the Trust, make a Sale
Election and instruct the Program Agent to arrange for the withdrawal of Trust
Shares in respect of the Trust Beneficiary's Interests for sale through the
Purchase and Sale Program.
(b) Following the Trustee's receipt of notice from the Program Agent that a
Trust Beneficiary has made a valid Sale Election, the Trustee shall withdraw and
deliver to the Broker-Dealer Affiliate that number of Trust Shares specified in
such notice to be sold by the Broker-Dealer Affiliate through the Purchase and
Sale Program in accordance with the Purchase and Sale Program Procedures.
Proceeds of such sale shall be delivered by the Broker-Dealer Affiliate to the
Custodian, and the Custodian shall distribute those proceeds, net of any
withholding taxes required by law, to the Trust Beneficiary. The Interests of
any Trust Beneficiary making a Sale Election shall be reduced to reflect the
withdrawal and sale of shares of Common Stock pursuant to the Sale Election. As
soon as reasonably practicable after the sale pursuant to a Sale Election, but
no later than 4 trading days following such sale, the Custodian shall provide a
written statement to the Trust Beneficiary indicating the number of such Trust
Beneficiary's Interests following completion of such sale. Trust Beneficiaries
making a Sale Election shall not be required to pay any brokerage commissions,
mailing charges, registration fees or other administrative or similar expenses.
(c) The following limitations will apply to Sale Elections made pursuant to
this Section 5.3:
(i) If a Trust Beneficiary holds 199 or fewer Interests, all of its
Interests must be withdrawn for sale. The Trust Beneficiary will not be
permitted to make partial withdrawals for sale.
(ii) If a Trust Beneficiary holds more than 199 Interests, full or
partial withdrawals for sale may be made. However, partial withdrawals for
sale may only be in 100-share increments (for example, 200 shares may be
withdrawn for sale, but not 250). Following any partial withdrawal for
sale, the Trust Beneficiary must still hold at least 100 Interests. If a
Trust Beneficiary will hold less than 100 Interests after the partial
withdrawal for sale, a full withdrawal for sale must be made.
(iii) For the first 300 days following the Plan Effective Date, a
Trust Beneficiary holding more than 25,000 Interests will be subject to the
volume limitations set forth in the Purchase and Sale Program Procedures.
After the first 300 days, these limitations will no longer apply and
withdrawals for sale may be made as otherwise permitted by these rules.
Subject to the limitations on numbers of shares and size of a transaction set
forth herein, there are no other limitations on the number of times a Trust
Beneficiary may make a sale election.
5.4 Withdrawal Elections. (a) Subject to certain restrictions in the
Purchase and Sale Program Procedures, beginning on the first anniversary of the
Plan Effective Date and lasting until the termination of the Trust, each Trust
Beneficiary may make a Withdrawal Election and instruct the Custodian to arrange
for the Trust Beneficiary to receive in exchange for all, but not less than all,
of its Interests on the date of such election an equal number of Trust Shares.
The Interests of any Trust Beneficiary making a Withdrawal Election shall be
reduced to zero to reflect the Withdrawal Election.
(b) Promptly following receipt of notice of a valid Withdrawal Election
from a Trust Beneficiary, the Custodian shall notify the Trustee and the Holding
Company or the transfer agent for the Common Stock in writing or electronically
of the name of the Trust Beneficiary making a Withdrawal Election and the number
of Trust Shares allocated to the Trust Beneficiary. The Trustee shall withdraw
such number of Trust Shares, and the Trustee, the Custodian and the Holding
Company shall take such further actions as are necessary to complete the
transfer to the
Exhibit C -- MetLife Policyholder Trust Agreement
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Trust Beneficiary of such number of Trust Shares and cause the transfer to be
noted in the ledger of the Holding Company. Any Trust Beneficiary making a
Withdrawal Election shall not be required to pay any brokerage commissions,
mailing charges, registration fees or other administrative or similar expenses.
(c) Unless a Trust Beneficiary making a Withdrawal Election shall have
requested to receive a certificate, the shares shall be issued in the name of
such Trust Beneficiary in book entry form as uncertificated shares to the extent
permitted by law. In lieu of fractional shares, there shall be paid to the Trust
Beneficiary with regard to such fraction of shares which would otherwise be
issuable an amount in cash equal to the same fraction of the current market
value of a whole share. The current market value shall be equal to the average
of the high and low prices on the trading day immediately preceding the day a
Withdrawal Election is received from the Trust Beneficiary. The Custodian shall
obtain the funds required to pay such amounts by arranging, through the Program
Agent, for the sale of the fractional shares in the open market or to the
Holding Company. Such Trust Beneficiary shall not be required to pay any
brokerage commissions, mailing charges, registration fees or other
administrative or similar expenses related to the sale of fractional Trust
Shares. Any Trust Shares withdrawn in accordance with this Section 5.4 shall
cease upon withdrawal to be subject to the terms and conditions of this
Agreement.
(d) As soon as reasonably practicable after a transfer pursuant to a
Withdrawal Election, but no later than 10 days following such transfer, the
Custodian shall provide written notice to the Trust Beneficiary that the Trust
Beneficiary shall have ceased to be the owner of any Interests as of the date of
the Withdrawal Election.
5.5 Notices of Purchase, Sale and Withdrawal Elections. Beginning with the
commencement of the Purchase and Sale Program and lasting until the termination
of the Trust, the Custodian shall, at least annually, at the direction, and on
behalf, of the Holding Company provide each Trust Beneficiary with notice, in a
form supplied by the Holding Company, of the right of any Trust Beneficiary to
make a Purchase Election, a Sale Election and a Withdrawal Election. The notice
shall include the number of the Trust Beneficiary's Interests on the date of
notice, instructions on how to obtain additional information and necessary
documents relating to exercise of Purchase Elections, Sale Elections and
Withdrawal Elections, information regarding restrictions on transfer of
Interests and amendments to this Agreement, if any, and such other information
as may be required by applicable law. The notice that will be mailed on
approximately the first anniversary of the Plan Effective Date shall describe
the change in the voting rights of Trust Beneficiaries under the Plan. The
notice shall be mailed to the address of each Trust Beneficiary as it appears on
the records of the Custodian and may be mailed together with any other
communication or mailing provided to the Trust Beneficiaries under this
Agreement or the Plan or required under applicable law. Notice of the Trust
Beneficiaries' right to make such elections shall also be given by the Holding
Company, at its expense, by publication within 30 days after the date of each
periodic notice provided for above, in three newspapers of general circulation,
one in New York County and two in other cities approved by the Superintendent,
and by posting such notice on the Company's internet website for at least three
months commencing on the date of any such periodic notice.
5.6 Stock Splits, etc. The limitations on the number of shares to be
purchased or sold in the Purchase and Sale Program set forth in this Section 5
and the Purchase and Sale Program Procedures shall be ratably adjusted to
reflect any stock split or reclassification of outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock.
5.7 Tender and Exchange Offers. (a) If any Person makes a tender or
exchange offer, including any counteroffer to a tender or exchange offer, for
the Trust Shares, the Custodian shall mail all materials received by the
Trustee, the Custodian or the Holding Company relating to the offer to all Trust
Beneficiaries subject to the offer as of the record date for the offer to the
address of each Trust Beneficiary as it appears on the records of the Custodian,
as soon as reasonably practicable after receiving such materials. The Custodian
shall not be required to mail the materials until the Custodian has received
sufficient quantities of the materials to be mailed to all such Trust
Beneficiaries and payment covering all of its fees and expenses for the mailing
from the Person that has made the tender or exchange offer.
(b) The Custodian shall request instructions from each Trust Beneficiary
subject to the offer as to whether to tender or exchange a number of Trust
Shares equal to the number of Interests held by the Trust Beneficiary in
accordance with the terms of any tender or exchange offer, including any
counteroffer to a tender or exchange offer. Upon receipt of any such
instructions, the Custodian shall deliver to the Trustee a summary of the
instructions received from the Trust Beneficiaries. For each Trust Beneficiary
that elects to tender or exchange a number of Trust Shares, the Trustee shall
withdraw and deliver to the Program Agent that number of Trust Shares in
liquidation of an equal number of that Trust Beneficiary's Interests, together
with instructions regarding the withdrawn Common Stock. The Interests of each
Trust Beneficiary that elected to tender or exchange Trust Shares shall be
reduced to reflect such withdrawal and tender or exchange. The Program Agent
shall follow the instructions of the Trust Beneficiary regarding the withdrawn
Common Stock.
(c) If the withdrawn Common Stock is not tendered or exchanged in
accordance with the terms of the offer or counteroffer, the Program Agent shall
deliver such Common Stock to the Trustee. The Trustee shall deposit such
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Common Stock in the Trust and hold such Common Stock for the benefit of the
Trust Beneficiary subject to all of the terms and conditions of this Agreement.
The Interests of any Trust Beneficiary whose shares were withdrawn following the
election to tender or exchange Trust Shares shall be increased to reflect such
deposit.
(d) A Trust Beneficiary may, by delivering written notice to the Custodian,
revoke any instructions it previously gave in connection with any tender or
exchange offer, including any counteroffer to a tender or exchange offer, and
may elect to tender or exchange Trust Shares in accordance with any other tender
offer or exchange offer to the extent that the Program Agent may withdraw
previously tendered Common Stock under the terms of the offer. Any instructions
or revocations delivered to the Custodian under this Section 5.7 must be given
in writing on a form specified by the Custodian. The instructions shall not be
effective unless they are received by the Custodian at least three business days
prior to the date the related action is required to be taken under the terms of
the tender or exchange offer.
(e) The Custodian shall promptly distribute proceeds received pursuant to
any tender or exchange offer, including any counteroffer to a tender or exchange
offer, to the Trust Beneficiary on behalf of whom Common Stock was tendered or
exchanged, together with a written statement indicating the number of such Trust
Beneficiary's Interests following completion of such tender or exchange offer.
Except in accordance with the instructions received from Trust Beneficiaries as
set forth in this Section 5.7, the Trustee shall not tender any Trust Shares
into a tender or exchange offer.
5.8 Receipt of Trust Shares. If a Trust Beneficiary receives a
distribution of Trust Shares, or Trust Shares are withdrawn pursuant to a
Withdrawal Election, withdrawn and sold pursuant to a Sale Election or withdrawn
pursuant to Section 5.7, 5.11 or 6.3(g), the Trust Beneficiary shall be treated
for purposes of this Agreement and for all relevant tax purposes as having
received the same Trust Shares as were deposited in the Trust for the benefit of
the Trust Beneficiary.
5.9 Program Agent. The Holding Company may appoint a successor Program
Agent or remove any Program Agent, subject to any agreement between the Holding
Company and the Program Agent. The Holding Company shall promptly provide notice
of any such appointment or removal to the Trustee and the Custodian. If any such
appointment or removal is made prior to the first anniversary of the Plan
Effective Date, the Holding Company shall promptly provide notice to the
Superintendent.
5.10 Beneficiary Statements. The statements provided to Trust
Beneficiaries following Purchase Elections and Sale Elections shall be
accompanied by instructions as to how Trust Beneficiaries may notify the
Custodian of any discrepancies or errors with respect to such statements. The
Custodian shall use reasonable efforts to resolve any errors and discrepancies
with each Trust Beneficiary who has notified the Custodian of an error or
discrepancy promptly after the statement has been received. The information
contained in any such statement shall be binding with respect to a Trust
Beneficiary if the Trust Beneficiary has not notified the Custodian of any
errors or discrepancies within one year from the date of mailing of such
statement.
5.11 Offering for Trust Beneficiaries. (a) If the Holding Company
determines at any time to offer to one or more Trust Beneficiaries the
opportunity to include the Trust Shares allocated to the Trust Beneficiary in an
underwritten public offering of the Holding Company's Common Stock, the Trustee
and the Custodian shall take such actions as are necessary to facilitate the
participation of any Trust Beneficiary that elects to participate in the
offering, including the actions contemplated by this Section 5.11.
(b) The Custodian shall mail all materials relating to the offering
received by the Trustee or the Custodian to each Trust Beneficiary eligible to
participate in the offering to the address of that Trust Beneficiary as it
appears on the records of the Custodian, as soon as reasonably practicable after
receiving such materials. The Custodian shall not be required to mail the
materials until the Custodian has received sufficient quantities of the
materials to be mailed to all such Trust Beneficiaries and payment covering all
of its fees and expenses for the mailing from the Holding Company. The Holding
Company shall provide the Custodian with sufficient quantities of these
materials and payment covering such fees and expenses so that they may be mailed
to such Trust Beneficiaries with reasonably sufficient time for them to be
reviewed by the Trust Beneficiaries before action is required to be taken.
(c) The Custodian shall request instructions from each Trust Beneficiary
subject to the offering as to whether the Trust Beneficiary wishes to
participate in the offering in accordance with the terms of the offering. Upon
receipt of any such instructions, the Custodian shall deliver to the Trustee a
summary of the instructions received from the Trust Beneficiaries. For each
Trust Beneficiary that elects to participate in the offering, the Trustee shall
withdraw and deliver to the Holding Company or its designee that number of Trust
Shares in liquidation of an equal number of that Trust Beneficiary's Interests
that are to be included in the offering. The Interests of each Trust Beneficiary
that elected to participate in the offering shall be reduced to reflect such
withdrawal.
(d) Any instructions delivered to the Custodian under this Section 5.11
must be given in writing on a form specified by the Custodian. The instructions
shall not be effective unless they are received by the Custodian at least
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three business days prior to the date the related action is required to be taken
under the terms of the offering, or such other period set forth in procedures
established by the Holding Company and the Custodian for the offering.
6. Powers and Duties of the Trustee.
6.1 Limits on Trustee's Powers. The Trustee shall have only the powers set
forth in this Agreement and the Purchase and Sale Program Procedures. It is
expressly understood and agreed by the parties hereto that under no
circumstances shall the Trustee be personally liable for the payment of any
expenses of this Agreement except as set forth in Section 8.9, or be liable for
the breach or failure of any obligation undertaken by the Trustee under this
Agreement, except as set forth in Section 8.9.
6.2 Execution by Trustee. All documents executed by the Trustee in its
capacity as Trustee shall be executed as follows:
WILMINGTON TRUST COMPANY,
not in its individual capacity, but
solely as Trustee
By:
--------------------------------------
6.3 Voting. (a) The Trustee shall have the exclusive and absolute right in
respect of the Trust Shares to vote, assent or consent the Trust Shares at all
times during the term of the Trust, including, but not limited to, the right to
vote at any election of directors and in favor of or in opposition to any
resolution for any dissolution, liquidation, merger or consolidation of the
Holding Company, any sale of all or substantially all of the Holding Company's
assets, any issuance or authorization of securities, or any action of any
character whatsoever which may be presented at any meeting or require the
consent of stockholders of the Holding Company. The Trustee's exercise of its
right to vote, assent or consent in respect of the Trust Shares shall be
governed by Section 6.3(c).
(b) A matter presented to stockholders of the Holding Company is a
Beneficiary Consent Matter:
(i) At any time, if (A) the matter concerns the election or removal of
directors of the Holding Company, (B) a Contesting Stockholder of the
Holding Company has, in compliance with the provisions of the Holding
Company's By-Laws and applicable law, given timely notice of the
stockholder's proposal to (w) nominate one or more candidates or a slate of
candidates for election as directors of the Holding Company in opposition
to a nominee of the Holding Company's board of directors, (x) oppose one or
more nominees of the Holding Company's board of directors for election of
directors, (y) remove one or more directors of the Holding Company for
cause, or (z) nominate one or more candidates for election as directors of
the Holding Company to fill the vacancy or vacancies resulting from the
removal of one or more directors by the Holding Company's stockholders, (C)
not later than the time it gives the notice, the Contesting Stockholder has
delivered to the Custodian and to the Holding Company a written request
that the Custodian mail the Contesting Stockholder's proxy statement as to
its solicitation of proxies for the matter, together with a voting
instruction card, to all of the Trust Beneficiaries, or to a more limited
group of Trust Beneficiaries designated by the Contesting Stockholder in a
manner that is available or retrievable under the Custodian's security
holder data system, if the group of Trust Beneficiaries taken together hold
Interests representing at least a majority of the Trust Shares as of the
relevant record date, (D) the Contesting Stockholder has tendered to the
Custodian an undertaking reasonably acceptable to the Custodian to deliver
the payment of postage and expenses to effect the mailing of all proxy
materials to be mailed in the initial mailing on behalf of such Contesting
Stockholder as estimated in accordance with Section 6.3(c), together with
the reasonable security required by Section 6.3(e)(i), and an undertaking
reasonably acceptable to the Custodian to deliver a sufficient quantity of
such proxy materials at the time and location designated by the Custodian,
and (E) prior to any mailing of such proxy materials, the Contesting
Stockholder has tendered to the Custodian payment of such postage and
expenses;
(ii) At any time, if the matter concerns (A) the merger or
consolidation of the Holding Company into or with any other Person, the
sale, lease or exchange of all or substantially all of the property or
assets of the Holding Company, or the recapitalization or dissolution of
the Holding Company, in each case which requires a vote of the Holding
Company's stockholders under applicable Delaware law, or (B) any other
transaction that would result in an exchange or conversion of Trust Shares
for cash, securities or other property;
(iii) Prior to the first anniversary of the Plan Effective Date, if
the matter concerns (A)(x) the issuance of Common Stock after the Plan
Effective Date at a price materially less than the then prevailing market
price of the Common Stock, other than through an underwritten offering or
to officers, employees, directors or insurance agents of the Holding
Company or any subsidiary of the Holding Company pursuant to an employee
benefit plan, and (y) a vote of the Holding Company's stockholders with
respect to the issuance is conducted or is required to be conducted under
applicable Delaware law, (B) any matter that requires approval by a vote of
more than a majority
Exhibit C -- MetLife Policyholder Trust Agreement
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<PAGE> 85
of the outstanding stock of the Holding Company entitled to vote thereon
under Delaware law or the certificate of incorporation or the by-laws of
the Holding Company, or (C) an amendment of the Certificate of
Incorporation or By-Laws of the Holding Company submitted for approval to
the Holding Company's stockholders; or
(iv) At any time, any proposal requiring the Board of Directors of the
Holding Company to amend or redeem the rights under the Holding Company's
stockholder rights plan, other than a proposal with respect to which the
Holding Company has received advice of nationally-recognized legal counsel
to the effect that the proposal is not a proper subject for stockholder
action under Delaware law.
(c) (i) In the case of a Beneficiary Consent Matter described in Section
6.3(b)(i), promptly after receipt of a Contesting Stockholder's request, the
Holding Company shall inform the Contesting Stockholder of the number of Trust
Beneficiaries to whom solicitation materials must be mailed (in accordance with
any designation by the Contesting Stockholder under Section 6.3(b)(i)(C)) and of
the estimated cost of mailing a proxy statement, instruction card or other
communication to all the Trust Beneficiaries, or to the Trust Beneficiaries so
designated by the Contesting Stockholder, including, to the extent known or
reasonably available, the estimated costs of the Custodian to request
instructions from the Trust Beneficiaries in connection with such matter. In the
case of all Beneficiary Consent Matters, the Custodian shall inform the Holding
Company of the number of Trust Beneficiaries to whom solicitation materials must
be mailed, shall request instructions from the Trust Beneficiaries in accordance
with this Section 6.3 and shall tabulate responses and notify the Trustee in
accordance with Section 6.3(e)(iii). The Trustee shall vote, assent or consent
the Trust Shares in favor of and in opposition to such matter, or abstain from
voting on such matter, in accordance with Section 6.3(f), as applicable. If any
calculation of votes under the preceding sentence would require a fractional
vote, the Trustee shall vote the next lower number of whole shares.
(ii) On all matters other than Beneficiary Consent Matters, the Trustee
shall vote, assent or consent the Trust Shares in favor of and in opposition to
such matter, or abstain from voting on such matter, in accordance with the
recommendation given by the board of directors of the Holding Company to its
stockholders in respect of the matter, or, if no such recommendation is given,
as directed by the board of directors of the Holding Company. With respect to
any such matter other than a Beneficiary Consent Matter for which no such
recommendation is provided to the Holding Company's stockholders, the board of
directors of the Holding Company shall provide voting directions to the Trustee.
The Custodian shall provide notice to the Trust Beneficiaries of the outcome of
any matter described in Section 6.3(b)(iii) that has been approved by the vote
of the Holding Company's stockholders after the one-year period specified in
such Section. This notice may be included with the annual statement mailed to
Trust Beneficiaries pursuant to Section 6.6(a). Such notice shall be posted on
the Company's internet website for at least three months following the
stockholder approval.
(d) Except as provided in Section 6.3(f), the Trustee shall use all
reasonable commercial efforts to ensure, with respect to the Trust Shares, that
the shares are counted as being present for the purpose of any quorum required
for stockholder action of the Holding Company and to vote, assent or consent as
set forth in this Section 6.3 so long as the Trustee has reasonable notice of
the time to vote, assent or consent.
(e) (i) If the Custodian shall have received sufficient copies of any proxy
statement, instruction card, return envelope, mailing envelope or other proxy
materials, together with payment of estimated postage and reasonable expenses to
effect the mailing of such materials and such security as the Custodian may
reasonably request to cover expenses in excess of that estimate, from a
Contesting Stockholder with respect to a Beneficiary Consent Matter as described
in Section 6.3(b)(i), by such time that is sufficient to enable the Custodian to
complete such mailing within the requirements of applicable law and the By-Laws
of the Holding Company, the Custodian shall cause the mailing of the proxy
materials to the Trust Beneficiaries, or a group thereof designated by the
Contesting Stockholder in compliance with the conditions set forth in Section
6.3(b)(i), as soon as reasonably practicable after receiving the materials,
payment and security. None of the Holding Company, the Trustee or the Custodian
shall be responsible for the content of the materials provided by the Contesting
Stockholder. None of the Holding Company, the Company, the Trustee or the
Custodian shall be required to bear the expense of mailing to Trust
Beneficiaries any proxy or other materials received by the Trustee on behalf of
Persons other than the Holding Company.
(ii) If the Custodian shall have received copies of any proxy statement,
instruction card, return envelope, mailing envelope or other proxy materials
from the Holding Company regarding a proposed stockholder vote that involves a
Beneficiary Consent Matter, the Custodian shall cause the mailing of the proxy
materials to the Trust Beneficiaries as soon as reasonably practicable after
receiving the materials. The Holding Company hereby undertakes (i) to advance to
the Custodian payment covering all of the Custodian's fees and expenses for any
such mailing prepared by and distributed on behalf of the Holding Company, and
(ii) that any such materials prepared by the Holding Company will comply with
any applicable provisions of the Securities Exchange Act of 1934, as amended,
including Section 14 and the rules thereunder. Neither the Trustee nor the
Custodian shall be responsible for the content of the materials provided by the
Holding Company.
Exhibit C -- MetLife Policyholder Trust Agreement
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(iii) All materials sent to Trust Beneficiaries pursuant to this Section
6.3 shall direct the Trust Beneficiaries to return the voting instructions to
the Custodian. The Custodian shall tabulate the responses and provide the
results of such request for voting instructions to the Trustee in advance of any
scheduled meeting of stockholders at which a Beneficiary Consent Matter is to be
acted upon. If the Custodian shall have received more than one instruction from
a Trust Beneficiary, the last valid instruction received shall control.
(f) With respect to any stockholder vote of the Holding Company that
involves a Beneficiary Consent Matter described in Section 6.3(b)(i), (ii) or
(iv) or, prior to the first anniversary of the Plan Effective Date, Section
6.3(b)(iii), the Trustee shall vote, assent or consent all Trust Shares,
including for purposes of determining a quorum, in favor of, in opposition to or
abstain from the matter in the same ratio as the Interests of the Trust
Beneficiaries who returned voting instructions to the Trustee indicated
preferences for voting in favor of, in opposition to or abstaining from such
matter. If any such calculation of votes would require a fractional vote, the
Trustee shall vote the next lower number of whole shares.
(g) If the proxy statement and other materials received by the Custodian in
respect of a Beneficiary Consent Matter include an election to be made by
stockholders of the Holding Company concerning the form of consideration to be
received in the transaction, then the Custodian shall request instructions from
the Trust Beneficiaries in accordance with Section 6.3(e). If any Trust
Beneficiary elects to receive consideration other than common stock to be issued
in exchange for Common Stock, the Trustee shall withdraw and deliver to the
Program Agent that number of Trust Shares equal to the number of such Trust
Beneficiary's Interests in liquidation thereof, and the Program Agent shall make
the election for each Trust Beneficiary that has provided an instruction in
accordance with those instructions. If such withdrawn Common Stock is not
exchanged for other property pursuant to such transaction or, despite such Trust
Beneficiary's election, is exchanged for common stock, the Program Agent shall
return such shares of Common Stock (or deliver any shares of common stock
received in the transaction) to the Trustee, and those shares shall be deposited
in the Trust and held by the Trustee subject to all of the terms and conditions
of this Agreement. The Trustee shall use its reasonable efforts to exercise any
appraisal rights provided under Delaware law in respect of any such transaction
with respect to those Trust Shares for which the Custodian has received timely
notice; provided that, if the Holding Company determines, based on the advice of
nationally-recognized independent legal counsel, that the appraisal rights of
another jurisdiction are applicable, the Holding Company shall so advise the
Trustee and the Trustee shall exercise those appraisal rights.
(h) Only Trust Beneficiaries listed as such on the Custodian's records on
the record date for a proposed stockholder vote shall be entitled to direct the
Trustee as provided in this Section 6.3. When Interests are held jointly by
several Persons, any one of them may direct the Trustee as provided in this
Section 6.3, but if more than one of them shall do so, the last direction
received shall control.
(i) The Trustee may vote, assent or consent with respect to all Trust
Shares in person or by such person or persons as it may from time to time select
as its proxy, provided that the Trustee shall vote at all times in conformity
with the provisions of this Section 6.3.
(j) For so long as the independent fiduciary described in Section 7.4 of
the Plan is representing any employee benefit plan (i) maintained by the Company
or any other corporation in which the Company, directly or indirectly, holds a
majority of the shares entitled to vote in the election of directors and (ii)
subject to the Employee Retirement Income Security Act of 1974, as amended, the
Trustee shall, in the event of a Beneficiary Consent Matter, vote, assent or
consent any Trust Shares owned by such employee benefit plan as directed by the
independent fiduciary.
(k) The Holding Company shall direct the Custodian to provide notice, and
the Custodian shall promptly provide notice, to the Trust Beneficiaries of any
amendment to this Agreement.
6.4 Sales. The Trustee shall have no authority to sell or otherwise
dispose of, or to pledge, encumber or hypothecate, any of the Trust Shares,
except as provided in this Agreement.
6.5 Tax Returns and Reports. The Trustee shall prepare and file or cause
to be prepared and filed, at the Holding Company's expense, all United States
federal, state and local tax returns required to be filed by or in respect of
the Trust. In this regard, the Trustee shall (a) prepare and file (or cause to
be prepared and filed) the appropriate Internal Revenue Service form, if any,
required to be filed in respect of the Trust in each taxable year of the Trust
and (b) prepare and furnish (or cause to be prepared and furnished) to the
Custodian such information as may be required to enable the Custodian to comply
with any applicable United States federal, state and local income tax reporting
requirements in respect of each Trust Beneficiary's allocable share of the
Trust's items of income, gain, loss or deduction. Based on the foregoing
information, the Custodian shall prepare, file and mail all information reports
required under United States federal, state and local tax law in respect of the
Trust Beneficiaries. The Trustee and the Custodian, as the case may be, shall
provide the Holding Company with a copy of all such returns and reports promptly
after such filing or furnishing. The Custodian shall comply with applicable
United States federal, state and
Exhibit C -- MetLife Policyholder Trust Agreement
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<PAGE> 87
local withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Trust Beneficiaries under this
Agreement.
6.6 Reporting and Other Informational Requirements. (a) The Trustee shall
prepare and deliver to the Custodian an annual statement regarding the status of
the Trust Shares and any dividends and distributions, in the aggregate, it has
received on the Trust Shares, as well as any interest thereon from investments
made pursuant to Section 7.2. Based upon that report, the Custodian shall
promptly prepare and mail an annual statement to each Trust Beneficiary
regarding the status of such Trust Beneficiary's Interests and any dividends and
distributions received by the Trustee with respect to such Interests, and any
such interest. Those statements shall include such other information as may be
directed by the Holding Company and may be mailed in conjunction with the annual
notice of Purchase, Sale and Withdrawal Elections pursuant to Section 5.5 or any
other mailing to the Trust Beneficiaries provided in this Agreement or the Plan.
(b) The Custodian's statement specified in Section 6.6(a) shall be
accompanied by instructions as to how Trust Beneficiaries may notify the
Custodian of any discrepancies or errors with respect to such statement. The
Custodian shall supply the Trustee with any such notice received from a Trust
Beneficiary. The Trustee and the Custodian shall use reasonable efforts to
resolve any errors and discrepancies with each Trust Beneficiary who has
delivered a notice as soon as reasonably practicable after the notice has been
received. The information contained in such statement shall be binding with
respect to any Trust Beneficiary if the Trust Beneficiary has not notified the
Custodian of any errors or discrepancies within one year from the date of
mailing of such statement pursuant to such instructions.
(c) The Custodian shall establish a toll-free telephone number for calls
originating in the United States or other similar means of communication through
which any Trust Beneficiary may obtain the status of its Interests and any
dividends and distributions during normal business hours. The Custodian shall
also establish an automated telephone response system, internet website or other
means of communication through which any Trust Beneficiary may obtain the status
of its Interests at any time, subject to processing cycles and system
maintenance. The annual statement mailed to the Trust Beneficiaries under
Section 6.6(a) shall include instructions about how a Trust Beneficiary may
inquire about such status.
(d) The Trustee shall supply the Custodian with all notices received from
the Company, the Holding Company or any Trust Beneficiary with respect to the
Trust Shares and, upon the written request of the Custodian, any other
information which the Trustee has in its possession that is relevant to the
duties of the Custodian hereunder.
6.7 Mailings of Proxy and Other Materials. Nothing in this Agreement shall
be interpreted as authorizing or requiring the Trustee or the Custodian to mail
to the Trust Beneficiaries any proxy materials or annual reports of the Holding
Company except for mailings by the Custodian in connection with a Beneficiary
Consent Matter pursuant to Section 6.3 or tender or exchange offer or
counteroffer pursuant to Section 5.7, mailings by the Custodian of an annual
statement pursuant to Section 6.6, or as otherwise directed by the Holding
Company.
6.8 Registration under the Exchange Act. The Holding Company shall cause
the Trustee to register, and the Trustee shall register, the Interests under the
Exchange Act, and shall prepare and file, or cause to be prepared and filed, all
periodic and other reports and other documents pursuant to the foregoing. Such
reports shall be signed by the Trustee and shall include financial statements of
the Trust prepared by the Holding Company. The financial statements included in
the Trust's Annual Report on Form 10-K shall be audited by an accounting firm
designated by the Holding Company. The Holding Company shall provide such
reasonable assistance as is requested by the Trustee in performing its
obligations under this Section 6.8. The Trustee shall provide copies of such
reports to any Trust Beneficiary at such Trust Beneficiary's request and shall
be reimbursed therefor by the Holding Company.
7. Dividends and Distributions; Receipt of Other Property.
7.1 Dividends and Distributions. The Trustee shall hold, as provided in
Sections 7.2, 7.3 and 7.4, all distributions or dividends received upon the
Trust Shares and all interest earned on such dividends until the date that the
Trustee is required under this Agreement to distribute such distributions,
dividends and interest to the Custodian, which shall distribute such
distributions, dividends and interest to the Trust Beneficiaries in accordance
with this Section 7.
7.2 Cash. If at any time during the term of the Trust, the Trustee shall
receive cash dividends upon any Trust Shares, the Trustee shall distribute the
same, together with interest, if any, earned on such cash dividends by the Trust
to the Custodian, which shall promptly distribute such amounts to each Trust
Beneficiary pro rata in accordance with the Trust Beneficiary's Interests on the
Holding Company's record date for the payment of the dividend (irrespective of
whether the Trust Beneficiary holds any Interests on the Trust's distribution
date). Distributions of all regular cash dividends, if any, received by the
Trust during any six-month period ending June 30 or December 31 in any calendar
year (together with any interest earned thereon) shall be made on the following
July 31 or January 31, respectively (or, if such day is not a business day, on
the first business day thereafter). Notwithstanding the foregoing, the Holding
Company shall set a payment date for such dividends so that they are distributed
by the Custodian to Trust Beneficiaries within 90 days after their receipt by
the Trustee. Distributions of all other cash dividends shall be made by the
Custodian to the Trust Beneficiaries on the first business day following the
30th day
Exhibit C -- MetLife Policyholder Trust Agreement
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<PAGE> 88
after receipt thereof by the Trust. Cash dividend distributions shall be made by
the Custodian to each Trust Beneficiary (or such other Person as a Trust
Beneficiary may designate in writing delivered to the Custodian) by check mailed
to such Trust Beneficiary or other Person. Alternatively, the Trustee may
arrange with the Holding Company for the direct payment by the Holding Company
of cash dividends to the Trust Beneficiaries at the same time as the payment of
dividends to the Holding Company's stockholders. Pending distribution to the
Custodian, cash dividends (unless distributed directly by the Holding Company to
the Trust Beneficiaries) shall be invested by the Trustee in short-term
obligations of or guaranteed by the United States, or any agency or
instrumentality thereof, and in certificates of deposit of any bank or trust
company having, at the time of the investment, a combined capital and surplus
not less than $500,000,000. Any such obligations or certificates of deposit
shall mature prior to the next distribution date and shall be held by the
Trustee until maturity. The Custodian shall make all calculations of interest on
cash dividends required to be paid to Trust Beneficiaries hereunder.
7.3 Stock. If at any time during the term of the Trust, the Trustee shall
receive, as a dividend or other distribution upon any Trust Shares, any shares
of Common Stock, the Trustee shall hold the Common Stock, which shall be subject
to all of the terms and conditions of this Agreement to the same extent as if
originally deposited hereunder. Stock dividends shall be allocated to each Trust
Beneficiary pro rata in accordance with the Trust Beneficiary's Interests on the
record date for the payment of the dividend. The Custodian shall promptly
increase the number of each Trust Beneficiary's Interests on its records and
promptly provide written notice to each Trust Beneficiary of its increase in
Interests.
7.4 Other Property. Subject to Sections 5.7 and 6.3(g), if at any time
during the term of the Trust the Trustee shall receive or collect any monies
through a distribution by the Holding Company to its stockholders, other than in
payment of cash dividends, or shall receive any other property in respect of the
Trust Shares, other than shares of Common Stock, through a distribution by the
Holding Company to its stockholders, the Trustee shall distribute the same to
the Custodian, which shall distribute the same to each Trust Beneficiary pro
rata in accordance with such Trust Beneficiary's Interests on the record date
for the payment of the dividend within 60 days of receipt of such distribution
of monies or property by the Trustee. However, (a) if the property is common
stock issued in exchange for the Common Stock in connection with the merger,
consolidation or recapitalization of the Holding Company, the common stock shall
be held by the Trustee as Trust Shares, and (b) rights issued in connection with
any Trust Shares in connection with any stockholder rights plan adopted by the
Holding Company shall be held by the Trust until the Trust Shares to which they
relate are withdrawn as contemplated by this Agreement, at which time such
rights shall be withdrawn and distributed together with such Trust Shares. The
Custodian shall provide notice of receipt of such property to the Trust
Beneficiaries promptly after such receipt.
7.5 Stock Splits, etc. Promptly upon any stock split or reclassification
of the Common Stock, the Custodian shall adjust the Interests of the Trust
Beneficiaries as necessary, so that the number of Interests held by each Trust
Beneficiary equals the number of Trust Shares allocated to such Trust
Beneficiary. The Custodian shall provide notice of any stock split or
reclassification of outstanding shares within 60 days after the stock split or
reclassification.
7.6 Distribution of Trust Shares in Certain Circumstances. If the board of
directors of the Holding Company shall determine, based on the advice of legal
counsel, that there is, at any time, a material risk that the assets of the
Trust may be characterized as "plan assets" under United States Department of
Labor Reg. sec. 2510.3-101, as amended, (or any successor provision to such
Section) the board of directors of the Holding Company may direct, in writing,
the Trustee to distribute to the Custodian, for distribution to one or more
Trust Beneficiaries a number of Trust Shares, not to exceed the total number of
such Trust Beneficiaries' Interests, as the board of directors of the Holding
Company may determine to be necessary or appropriate to ensure that the assets
of the Trust will not be so characterized as "plan assets".
8. The Trustee.
8.1 Qualifications of Trustee. There shall at all times be a Trustee
hereunder with respect to the Trust. The Trustee shall be an institution duly
authorized to act as such a trustee in the State of Delaware that has and
maintains a combined capital and surplus of at least $150,000,000. The combined
capital and surplus of this Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition published. If at
any time the Trustee shall cease to be eligible in accordance with this Section
8.1, it shall resign immediately in the manner and with the effect specified in
this Agreement.
8.2 Expenses. The Holding Company shall reimburse the Trustee for all
reasonable out-of-pocket expenses incurred by the Trustee in performance of its
duties under this Agreement, including, but not limited to, taxes, fees,
commissions and other expenses relating to (i) the issuance of the Trust Shares
to the Trust, (ii) the mailing of notices, forms of election and information to
the Custodian, (iii) the mailing to the Custodian of proxy and other materials
received from the Holding Company in respect of any Beneficiary Consent Matter,
(iv) the making of dividend and other distribution payments to the Custodian,
(v) all filings of United States federal, state and local tax returns required
to be filed by the Trust, and (vi) all other expenses as the Trustee may deem
reasonably necessary and proper for administering the Trust and this Agreement
(including customary and reasonable fees of legal
Exhibit C -- MetLife Policyholder Trust Agreement
13
<PAGE> 89
counsel). However, the Holding Company shall not be required to reimburse the
Trust or the Trustee for the expense of mailing to the Custodian any proxy and
other materials received by the Trustee from Persons other than the Holding
Company, including mailings with respect to any Beneficiary Consent Matter.
8.3 Compensation. The Trustee shall be entitled to a reasonable fee and
expenses for its services as Trustee hereunder as provided in a separate fee
agreement among the Trustee, the Company and the Holding Company.
8.4 Resignation and Removal of Trustee; Appointment of Successor
Trustee. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Section 8 shall become effective until the
acceptance of appointment by a successor Trustee in accordance with the
applicable requirements of Section 8.5.
(b) Subject to Section 8.4(a), the Trustee may resign at any time by giving
30 days' advance written notice to the Holding Company, with a copy to the
Custodian. If the instrument of acceptance by the successor Trustee required by
Section 8.5 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the Trustee may petition, at the
expense of the Trust, any court of competent jurisdiction for the appointment of
a successor Trustee.
(c) The Trustee may, in addition, be removed on 30 days' prior written
notice at any time by the Holding Company upon notice to the Trustee, with a
copy to the Custodian, provided that the Holding Company shall promptly
thereafter appoint a successor Trustee pursuant to Section 8.4(d).
(d) If the Trustee shall resign or be removed, the Holding Company shall
promptly appoint a successor Trustee, and the retiring Trustee shall comply with
the applicable requirements of this Section 8. If no successor Trustee shall
have been so appointed by the Holding Company and accepted appointment in the
manner required by Section 8.5, any Trust Beneficiary may, on its own behalf and
on behalf of all others similarly situated, petition any court of competent
jurisdiction of the State of Delaware for the appointment of a successor
Trustee.
8.5 Acceptance of Appointment by Successor. (a) In case of the appointment
hereunder of a successor Trustee, the successor Trustee so appointed shall
execute, acknowledge and deliver to each of the Trust, the retiring Trustee, the
Company, the Holding Company and the Custodian an instrument accepting such
appointment and agreeing to serve as successor Trustee in accordance with the
terms and conditions of this Agreement, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee. On the request of the
Holding Company or the successor Trustee, the retiring Trustee shall, upon
payment of its charges, execute and deliver any and all instruments transferring
to such successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee and all property and money held by the retiring Trustee under
this Agreement.
(b) Upon request of any such successor Trustee, the retiring Trustee shall
execute and deliver any and all instruments for more fully and certainly vesting
in and confirming to such successor Trustee all such rights, powers, trusts and
duties under this Agreement.
(c) No institution shall be appointed as successor Trustee unless at the
time of its appointment such institution shall be qualified and eligible under
Section 8.1 and this Section 8.5. Until the first anniversary of the Plan
Effective Date, the appointment of any successor Trustee shall be subject to the
approval of the Superintendent.
(d) The Holding Company shall provide notice to the Custodian of any
appointment of a successor Trustee pursuant to this Section 8 as soon as
reasonably practicable after such appointment. Notice of such appointment shall
also be contained in the annual statement mailed to Trust Beneficiaries pursuant
to Section 6.6.
8.6 Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated and any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under Sections 8.1 and
8.5, without the execution or filing of any paper or any further act on the part
of any of the parties to this Agreement.
8.7 Collection of Claims by Trust. (a) In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization,
rehabilitation, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Company, the Holding Company or any other Person that
affects Trust Shares or any other property of the Trust, the Trustee,
irrespective of whether any dividends or distributions on the Trust Shares shall
then be due and payable by declaration or otherwise, shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:
(i) to file and prove a claim for the whole amount of any assets of
the Trust, including, but not limited to, any dividends or distributions
owing and unpaid in respect of the Trust Shares, and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee, including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel, and of the Trust Beneficiaries, allowed in the judicial
proceeding, and
Exhibit C -- MetLife Policyholder Trust Agreement
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<PAGE> 90
(ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator,
rehabilitator or other similar official in any such judicial proceeding is
hereby authorized by each Trust Beneficiary to make such payments to the Trustee
and, in the event the Trustee shall consent to the making of such payments
directly to the Trust Beneficiaries, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee.
(b) Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Trust Beneficiary
any plan of reorganization, rehabilitation, arrangement, adjustment or
composition affecting the Trust Shares or the rights of any Trust Beneficiary or
to authorize the Trustee to vote in respect of the claim of any Trust
Beneficiary in any such proceeding.
8.8 Interests of the Trustee. The Trustee and any firm, corporation, trust
or association of which it may be a member, trustee, stockholder, agent or
affiliate may contract with the Holding Company or any affiliate and may be or
become pecuniarily interested in any matter to which the Holding Company or any
affiliate may be a party or in which it may have an interest, as fully and
freely as though the Trustee were not the trustee hereunder.
8.9 Liability of the Trustee. (a) The Trustee shall not be liable for any
act or omission undertaken in connection with its powers and duties under this
Agreement, except for any willful misconduct or gross negligence by the Trustee.
No Trustee shall be liable for actions or omissions of its predecessor Trustee
or any successor Trustee. The Trustee shall not be liable in acting on any
notice, request, consent, certificate, instruction, or other paper or document
or signature reasonably believed to be genuine and to have been signed by the
proper party. The Trustee shall not be liable for any act or omission undertaken
by the Custodian or any Program Agent in connection with this Agreement. The
Trustee may consult with legal counsel, chosen with reasonable care, and any act
or omission undertaken in good faith in accordance with the opinion of such
legal counsel shall not result in any liability of the Trustee.
(b) The Holding Company will indemnify and hold harmless each Indemnified
Party, without duplication, from and against any and all claims, damages,
losses, liability, obligations, actions, suits, costs, disbursements and
expenses (including, but not limited to, reasonable fees and expenses of
counsel) incurred by any Indemnified Party, in any way relating to or arising
out of or in connection with or by reason of any investigation, litigation or
proceeding arising out of this Agreement, the Trust Shares, the administration
of this Agreement or the action or inaction of the Trustee or the Custodian
hereunder, except to the extent such claim, damage, loss, liability, obligation,
action, suit, cost, disbursement or expense results from such Indemnified
Party's gross negligence or willful misconduct. The indemnity set forth in this
Section 8.9 shall be in addition to any other obligation or liabilities of the
Holding Company hereunder or at common law or otherwise and shall survive the
termination of this Agreement.
(c) Notwithstanding anything contained herein to the contrary, the Trustee
shall not be required to take any action in any jurisdiction other than in the
State of Delaware if the taking of such action will (i) in its own capacity and
not as Trustee, require the consent or approval or authorization or order of or
the giving of notice to, or the registration with or the taking of any action in
respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware; (ii) in its own capacity and not
as Trustee, result in any fee, tax or other governmental charge becoming payable
by the Trustee under the laws of any jurisdiction or any political subdivision
thereof other than the State of Delaware; or (iii) subject the Trustee to
personal jurisdiction in any jurisdiction other than the State of Delaware for
causes of action arising from acts unrelated to the consummation of the
transactions by the Trustee contemplated hereby.
8.10 Appointment of Separate or Co-Trustee. The Trustee, upon the approval
of the Holding Company, may and, upon the request of the Holding Company, shall,
by an instrument in writing delivered to the Holding Company, appoint a bank or
trust company or an individual to act as separate trustee or co-trustee with
respect to the Interests and the Trust Shares (a) in a jurisdiction where the
Trustee is disqualified from acting or (b) where taking such action would
reasonably result in any of the consequences set forth in Section 8.9(c)
(whether in the Trustee's individual capacity or as Trustee), such separate
trustee or co-trustee to exercise only such rights and to have only such duties
as shall be specified in the instrument of appointment. The Holding Company will
pay the reasonable compensation and expenses of any separate trustee or
co-trustee and, if requested by the Trustee or such separate trustee or
co-trustee, the Holding Company will enter into an amendment to this Agreement,
satisfactory in form and substance to the Trustee, such separate trustee or
co-trustee and the Holding Company confirming the rights and duties of such
separate trustee or co-trustee. Any separate trustee or co-trustee appointed
under this Section 8.10 shall satisfy the financial criteria set forth in
Section 8.1. Prior to the first anniversary of the Plan Effective Date, the
appointment of any separate trustee or co-trustee under this Section 8.10 shall
be subject to the approval of the Superintendent.
9. The Custodian.
9.1 Initial Custodian. The Custodian shall initially be ChaseMellon.
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9.2 Resignation and Removal of Custodian; Appointment of Successor
Custodian. (a) No resignation or removal of the Custodian and no appointment of
a successor Custodian pursuant to this Section 9 shall become effective until
the acceptance of appointment by the successor Custodian in accordance with the
applicable requirements of Section 9.3.
(b) Subject to the immediately preceding paragraph, the Custodian shall be
automatically removed upon the termination of the Trust Record Keeping Services
Agreement. If the Trust Record Keeping Services Agreement is being terminated by
the Custodian in accordance with the terms thereof, then the Custodian shall
give notice of such termination to the Trustee and such notice shall constitute
notice of resignation by the Custodian under this Agreement. If the instrument
of acceptance by the successor Custodian required by Section 9.3 shall not have
been delivered to the Custodian within 30 days after the giving of the notice of
resignation, the Custodian may petition, at the expense of the Trust, any court
of competent jurisdiction of the State of Delaware for the appointment of a
successor Custodian.
(c) The Custodian may, subject to any provision set forth in the Trust
Record Keeping Services Agreement, be removed at any time by the Trustee, with
the prior written consent of the Holding Company, if the Trustee determines that
the Custodian shall have failed to perform its obligations under this Agreement
in any material respect.
(d) If the Custodian shall resign or be removed, the Trustee shall promptly
appoint a successor Custodian acceptable in writing to the Holding Company, and
the retiring Custodian shall comply with the applicable requirements of this
Section 9. If no successor Custodian shall have been so appointed by the Trustee
and shall have accepted the appointment in the manner required by Section 9.3,
any Trust Beneficiary may, on its own behalf and on behalf of all others
similarly situated, petition any court of competent jurisdiction of the State of
Delaware for the appointment of a successor Custodian.
(e) Until the first anniversary of the Plan Effective Date, the appointment
of any successor Custodian shall be subject to the approval of the
Superintendent. Notice of the appointment of any successor Custodian shall be
contained in the annual statement mailed to Trust Beneficiaries pursuant to
Section 6.6.
9.3 Acceptance of Appointment by Successor. (a) In case of the appointment
hereunder of a successor Custodian, the successor Custodian so appointed shall
execute, acknowledge and deliver to the Trust, Trustee, the Company, the Holding
Company and the retiring Custodian an instrument accepting such appointment and
agreement to serve as successor Custodian in accordance with the terms of this
Agreement, and the resignation or removal of the retiring Custodian shall then
become effective and the successor Custodian, without any further act, deed or
conveyance, shall become vested with all the rights, powers and duties of the
retiring Custodian with respect to the Trust.
(b) In case of the appointment hereunder of a successor Custodian, the
retiring Custodian shall execute and deliver any and all instruments which shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Custodian all the rights, powers and
duties of the retiring Custodian with respect to the Trust.
(c) Upon request of any successor Custodian, the Trust and the Trustee
shall execute any and all instruments for more fully and certainly vesting in
and confirming to the successor Custodian all such rights, powers and duties of
the retiring Custodian with respect to the Trust.
9.4 Transfer of Material. Provisions for the transfer of software, data,
books, records, files, memoranda, reports, programs, and other documentation
used by the Custodian in the performance of its duties hereunder to the
successor Custodian shall be set forth in the Trust Record Keeping Services
Agreement.
9.5 Compensation; Expenses. The Custodian shall be entitled to fees and
expenses for its services as Custodian hereunder as provided in the Trust Record
Keeping Services Agreement. The Holding Company shall reimburse the Custodian
for all reasonable out-of-pocket expenses incurred by the Custodian in
performance of its duties under this Agreement, including, but not limited to,
taxes, fees, commissions and other expenses relating to (i) the mailing of
notices, forms of election and information to Trust Beneficiaries, (ii) the
mailing to Trust Beneficiaries of proxy and other materials received from the
Trustee in respect of any Beneficiary Consent Matter, (iii) the making of
dividend and other distribution payments to the Trust Beneficiaries, and (iv)
all filings of United States federal, state and local tax and information
returns and reports required to be filed in respect of the Trust Beneficiaries.
The Holding Company shall advance the estimated cost of postage respecting the
mailing to Trust Beneficiaries on the business day immediately prior to the
mailing date, upon the reasonable advance notice from the Custodian. The Holding
Company shall not be required to reimburse the Custodian for the expense of
mailing to Trust Beneficiaries any proxy or other materials received by the
Custodian on behalf of Persons other than the Holding Company, including
mailings with respect to any Beneficiary Consent Matter.
9.6 Duties. The duties of the Custodian shall include, but not be limited
to:
(a) tabulating and transferring any instructions of the Trust
Beneficiaries that are required under this Agreement;
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(b) in case of dividends and distributions transferred to the
Custodian in accordance with Sections 7.1, 7.2 and 7.4, the distribution of
such dividends and distributions to the Trust Beneficiaries in accordance
with this Agreement;
(c) maintaining the records relating to the Trust Beneficiaries
required under this Agreement, including records of names, addresses and
numbers of Interests held, and updating such records from time to time as
necessary;
(d) performing the services set forth in the Trust Record Keeping
Services Agreement in accordance with the standards set forth therein,
provided that, notwithstanding anything that may be contained in the Trust
Record Keeping Services Agreement to the contrary, the Custodian shall
perform its duties hereunder in accordance with the customary industry
standards for the performance of such services, and further provided that
the performance standards currently set forth in the Trust Record Keeping
Services Agreement shall be deemed to equal or exceed such customary
industry standards for custodial services;
(e) providing notices and all other communications required by this
Agreement; and
(f) all other duties and undertakings of the Custodian expressly set
forth in this Agreement.
The Holding Company and the Custodian may have agreed on such provisions
relating to the indemnification and exculpation of the Custodian as are set
forth in the Trust Record Keeping Services Agreement.
10. Grantor Trust. The parties hereto intend that this Trust be classified as a
"grantor trust" for United States federal income tax purposes under Subpart E of
Subchapter J of the Internal Revenue Code of 1986, as amended, pursuant to which
the Trust Beneficiaries shall be the owners of the Trust for United States
federal income tax purposes, and the Trust Beneficiaries will include directly
in their gross income any income, gain, deduction or loss of the Trust as if the
Trust did not exist. By the acceptance of the Trust, none of the Trustee, the
Custodian, the Holding Company or the Trust Beneficiaries shall take any
position for United States federal income tax purposes which is contrary to the
classification of the Trust as a grantor trust.
11. Effective Date and Termination.
11.1 Effective Date. This Agreement shall become effective as of the date
hereof. After the latest of (a) June 30, 2001, (b) the first anniversary of the
date the Plan is approved by the Superintendent pursuant to Section 7312(j) of
the New York Insurance Law, or (c) if, in accordance with Section 5.2(b) of the
Plan the one-year period is extended with the consent of the Superintendent, the
end of such subsequent period, this Agreement may be terminated by written
notice of any of the Holding Company, MetLife, the Trustee or the Custodian to
each of the others if the Plan Effective Date has not occurred on or prior to
the date of such notice.
11.2 Termination upon Distribution of Trust Shares. Unless earlier
terminated pursuant to Section 11.3, the Trust shall be terminated on the first
to occur (each, a "Termination Event") of (a) the 90th day after the date on
which the Trustee shall have received notice from the Holding Company that the
number of Trust Shares held by the Trust is equal to 10% or less of the number
of issued and outstanding shares of Common Stock of the Holding Company, (b) the
date on which the last Trust Share shall have been withdrawn, distributed or
exchanged and (c) a termination pursuant to Section 11.7 .
11.3 Early Termination. The Trust shall be terminated upon the first to
occur of any of the following (each, an "Early Termination Event"):
(a) the 90th day after the date on which the Trustee receives written
notice from the Holding Company, given in the Holding Company's discretion
at any time, that the number of Trust Shares is 25% or less of the number
of issued and outstanding shares of Common Stock;
(b) the date on which the Trustee receives written notice from the
Holding Company that the board of directors of the Holding Company has
determined, as a result of any amendment of, or change (including any
announced prospective change) in the laws (or any regulations thereunder)
of the United States or any State, Commonwealth or other political
subdivision or authority thereof or therein, or any official administrative
pronouncement or judicial decision interpreting or applying such law or
regulation, or any changes in the facts or circumstances relating to the
Trust, that maintaining the Trust is or is reasonably expected to become
burdensome to the Holding Company or the Trust Beneficiaries;
(c) the date on which any rights issued under a stockholder rights
plan adopted by the Holding Company and held by the Trust pursuant to
Section 7.4 become separately tradeable from the Trust Shares to which they
relate; or
(d) the date on which there is an entry of a final order for
termination or dissolution of the Trust or similar relief by a court of
competent jurisdiction.
11.4 Actions of Trustee upon a Termination Event or an Early Termination
Event. Upon a Termination Event or Early Termination Event, the Trustee and the
Custodian shall take such actions as may be necessary to wind up the
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Trust and distribute its assets to the Trust Beneficiaries pro rata in
accordance with their respective Interests, including, but not limited to,
arranging for the transfer to each Trust Beneficiary of a number of Trust Shares
equal to the Trust Beneficiary's Interests either in book entry form as
uncertificated shares or as otherwise directed by such Trust Beneficiary and
distributing all distributions and dividends and interest earned thereon to the
Trust Beneficiaries, pro rata in accordance with their Interests. In lieu of
fractional shares, there shall be paid to the Trust Beneficiary with regard to
such fraction of shares which would otherwise be issuable an amount in cash
equal to the same fraction of the current market value of a whole share. The
current market value of a whole share shall be the aggregate proceeds of the
sales of fractional shares divided by the number of shares sold. The Custodian
shall obtain the funds required to pay such amounts by arranging, through the
Program Agent, for the sale of fractional shares in the open market or to the
Holding Company. At the time the Trust Shares are distributed to Trust
Beneficiaries the Custodian shall give notice to the Trust Beneficiaries,
provided by the Holding Company, of their options for holding or disposing of
the Trust Shares distributed to them. Any assets of the Trust that the Trustee
and the Custodian are unable to distribute to the Trust Beneficiaries in
accordance with this Section 11.4 shall be paid to the Holding Company and held
on behalf of the Trust Beneficiaries in accordance with applicable law.
11.5 Holding Company's Right to Purchase Shares. (a) Concurrently with the
winding up of the Trust in accordance with this Section 11, the Holding Company
may, in its sole discretion, offer to purchase all or a portion of the Trust
Shares from the Trust at the Market Value of such Trust Shares as of the date of
such offer. If the Holding Company offers to purchase Trust Shares in accordance
with this Section 11.5, notice of such offer shall be distributed to the Trust
Beneficiaries prior to the distribution of the assets of the Trust in accordance
with Section 11.4, and the Trust Beneficiaries who elect to have the Trust
accept such offer with respect to their Interests may receive cash for all or
part of their Interests, in accordance with the terms of such offer.
(b) For purposes hereof, (i) "Market Value" of the Trust Shares shall mean,
as of any date, the average of the Closing Prices for a share of Common Stock
for the twenty consecutive Trading Days (as defined below) ending on the third
calendar day immediately prior to such date, (ii) "Closing Price" shall mean,
for any Trading Day, the last reported sales price, regular way, per share of
Common Stock or, in case no such reported sale takes place on such day, the
average of the reported closing bid and asked prices, regular way, per share of
common stock, in either case as reported on the New York Stock Exchange
Composite Transactions Tape or, if the Common Stock is not then listed or
admitted to trading on such exchange, on the principal national securities
exchange on which the Common Stock is then listed or admitted to trading or, if
the Common Stock is not then listed or admitted to trading on any national
securities exchange, as quoted through The Nasdaq Stock Market, Inc. or, if the
Common Stock is not then listed or admitted to trading on any national
securities exchange or quoted through The Nasdaq Stock Market, Inc., the average
of the closing bid and asked prices per share of common stock in the
over-the-counter market as furnished by any New York Stock Exchange member firm
that makes a market in the Common Stock selected from time to time by the
Holding Company for that purpose, and (iii) "Trading Day" shall mean any day the
principal national securities exchange on which the Common Stock is then listed
or admitted to trading is lawfully open for business, or if the Common Stock is
not then listed or admitted to trading, any day, other than a Saturday or
Sunday, on which banks in The City of New York are lawfully open for business.
11.6 Termination. The respective obligations and responsibilities of the
Company, the Holding Company, the Trustee and the Custodian shall terminate upon
the last to occur of the following: (a) the distribution by the Trustee of all
of the Trust Shares under this Agreement; (b) the distribution by the Trustee to
the Custodian, and by the Custodian to the Trust Beneficiaries or the Holding
Company, of all amounts and other properties required to be distributed upon a
Termination Event or Early Termination Event pursuant to Section 11.4; (c) the
payment of all expenses of the Trust; (d) the discharge of all administrative
duties of the Trustee and the Custodian, including the performance of any tax
reporting obligations with respect to the Trust or the Trust Beneficiaries; and
(e) completion of the final judicial accounting of the Trust pursuant to Section
14.1(a). A termination of this Agreement shall have no effect on the rights and
obligations of the parties to the Trust Record Keeping Services Agreement.
11.7 Rule Against Perpetuities. If the Holding Company determines that,
pursuant to applicable law, the Trust is subject to compliance with the rule
against perpetuities, if not otherwise terminated pursuant to another provision
of this Agreement, the Trust shall terminate as of the date that is the
twentieth anniversary of the death of the last surviving issue of Queen
Elizabeth II who was alive on the date hereof. The Trustee shall take such
actions as may be necessary to wind up the Trust pursuant to the procedures
described in Sections 11.4 and 11.5.
12. Merger or Consolidation of Holding Company.
12.1 Holding Company May Consolidate or Merge Only on Certain Terms. (a)
The Holding Company shall not consolidate with or merge into any other
corporation, and no Person shall consolidate with or merge into the Holding
Company, unless:
(i) if the Holding Company is not the surviving corporation in such
consolidation or merger, the corporation formed by such consolidation or
into which the Holding Company is merged shall expressly assume, by
amendment hereto, the obligations of the Holding Company under this
Agreement;
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(ii) the parties hereto shall have entered into an amendment to this
Agreement to reflect the effect of such merger or consolidation, including
amendment of the terms "Holding Company", "Trust Shares" and "Common
Stock"; and
(iii) the Holding Company shall have delivered to the Trustee a
certificate of an officer of the Holding Company and an opinion of counsel,
which may be counsel to the Holding Company or the Company, each stating
that such consolidation or merger and any such amendment complies with this
Section 12 and that all the conditions precedent in this Agreement provided
relating to that transaction have been satisfied.
(b) If the Holding Company is not the surviving corporation in such
consolidation or merger and all or part of the Trust Shares shall be exchanged
for common stock or other securities of any Person or cash or any other
property, (i) the Trustee shall exchange the Trust Shares for that common stock
or other securities, cash or other property, as adjusted for any applicable
exchange ratio, (ii) any common stock received by the Trustee in the exchange
shall be deposited into the Trust and held as Trust Shares pursuant to all of
the provisions of this Agreement, and (iii) any other securities, cash or other
property received by the Trustee in such exchange shall be distributed to the
Trust Beneficiaries in accordance with Section 7.4, subject to the elections
made by Trust Beneficiaries pursuant to Section 6.3(g).
12.2 Successor Corporation Substituted. Upon each consolidation or merger
by the Holding Company with or into any other Person in accordance with Section
12.1, the successor corporation formed by the consolidation or into which the
Holding Company is merged shall succeed to, and be substituted for, and may
exercise every right and power of, the Holding Company under this Agreement with
the same effect as if the successor corporation had been named as the Holding
Company in this Agreement, and the Trustee, the Custodian, the Holding Company
and the Company shall enter into an amendment of this Agreement to make such
changes as are appropriate to maintain the benefits afforded to the Trust
Beneficiaries under this Agreement.
13. Amendment.
13.1 Amendments Not Requiring Consent of the Trust Beneficiaries. Subject
to Section 13.3, this Agreement may be amended from time to time by the Trustee,
the Custodian, the Holding Company and the Company, without the consent of any
Trust Beneficiaries, (a) to cure any ambiguity, correct or supplement any
provision herein that may be inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under
this Agreement, which shall not be inconsistent with the other provisions of
this Agreement, provided, however, that such action shall not adversely affect
the interests of the Trust Beneficiaries, (b) to modify, eliminate or add to any
provisions of this Agreement to such extent as shall be necessary to ensure that
the Trust will be classified for United States federal income tax purposes as a
grantor trust at all times or to ensure that the Trust will not be required to
register as an investment company under the 1940 Act or (c) as provided in
Sections 12.1 and 12.2. Until the first anniversary of the Plan Effective Date,
any amendment pursuant to this Section 13.1 shall be subject to the prior
approval of the Superintendent. If any such amendment is made prior to the first
anniversary of the Plan Effective Date, the Holding Company shall promptly
provide notice to the Superintendent. Prior to the Plan Effective Date, the
Company may amend this Agreement at any time, provided, however, that no
amendment made after the public hearing or after the vote of Eligible
Policyholders on the Plan may change this Agreement in a manner that the
Superintendent determines is materially disadvantageous to any policyholder (as
defined in Section 7312(a)(2) of the New York Insurance Law) unless a further
hearing or vote is conducted as provided by Section 7312(f) of the New York
Insurance Law.
13.2 Amendments Requiring Consent of the Trust Beneficiaries. Subject to
Section 13.3, with the consent of Trust Beneficiaries representing more than
one-half of the Interests, by Act of the Trust Beneficiaries delivered to the
Trustee, the Custodian, the Holding Company and the Company, the Trustee may
enter into an amendment or waiver of any provision of this Agreement; provided,
however, that no such amendment or waiver shall, without the consent of each
Trust Beneficiary affected thereby, reduce the Interests or otherwise eliminate
or materially postpone the right of any Trust Beneficiary to receive dividends
or other distributions or to make Purchase Elections, Sale Elections or
Withdrawal Elections or amend this Section 13.2. It shall not be necessary for
any Act of the Trust Beneficiaries under this Section 13.2 to approve the
particular form of any proposed amendment or waiver, but it shall be sufficient
if the Act shall approve the substance thereof. Prior to the first anniversary
of the Plan Effective Date, any amendment pursuant to this Section 13.2 shall be
subject to the prior approval of the Superintendent.
13.3 Conditions to Amendment of Agreement. Notwithstanding any other
provisions of this Agreement, the Trustee shall not enter into or consent to any
amendment of this Agreement (i) that would cause the Trust to fail or cease to
qualify for the exemption from status of an investment company under the 1940
Act or fail or cease to be classified as a grantor trust for United States
federal income tax purposes and (ii) unless the Trustee shall have first
received an opinion of nationally recognized counsel, which may be counsel to
the Holding Company or the Company, to the effect that the proposed amendment or
the exercise of any power granted to the Trustee in accordance with the
amendment will not affect the Trust's status as a grantor trust for United
States federal income tax purposes or the Trust's exemption from the status of
being an investment company under the 1940 Act.
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13.4 Trustee and Custodian Not Required to Enter into Any
Amendments. Neither the Trustee nor the Custodian shall be required to enter
into any amendment of this Agreement that adversely affects their respective
rights, duties or immunities under this Agreement. The Trustee and the Custodian
shall be entitled to receive and rely upon an opinion of nationally recognized
counsel, which may be counsel to the Holding Company or the Company, and a
certificate of an officer of the Holding Company stating that the execution of
any amendment of this Agreement pursuant to this Section 13 is authorized or
permitted by this Agreement.
13.5 Amendments to Trust Record Keeping Services Agreement. Prior to the
Plan Effective Date, the Holding Company and the Custodian may amend the Trust
Record Keeping Services Agreement at any time, provided, however, that no
amendment relating to the Custodian's duties hereunder made after the public
hearing or after the vote of Eligible Policyholders on the Plan may change the
Trust Record Keeping Services Agreement in a manner that the Superintendent
determines is materially disadvantageous to any policyholder (as defined in
Section 7312(a)(2) of the New York Insurance Law) unless a further hearing or
vote is conducted as provided by Section 7312(f) of the New York Insurance Law.
After the Plan Effective Date, the Holding Company and the Custodian may amend
the Trust Record Keeping Services Agreement from time to time, provided that any
such amendment relating to the Custodian's duties hereunder that the Holding
Company determines in its good faith judgment will adversely affect the
interests of the Trust Beneficiaries shall be subject to the consent of Trust
Beneficiaries representing more than one-half of the Interests.
14. Accounting.
14.1 Accounting. (a) In connection with the termination of the Trust
pursuant to Section 11, the Trustee shall perform a judicial accounting for the
Trust, whereby, under applicable law, the Trustee shall produce a full account
of the receipts and disbursements incurred during the entire term of the Trust
and provide appropriate notice to the Company, the Holding Company, the
Custodian and any other interested party, and the Custodian shall provide notice
of such accounting to each Trust Beneficiary. Upon the issuance of a final
judicial order of accounting, the Trustee shall be relieved of liability with
respect to all actions disclosed in the accounting to all Persons that were
properly joined in the accounting pursuant to applicable law.
(b) Except as provided in this Section 14.1, the Trustee shall not have any
duty to account for the Trust judicially, contractually or otherwise, and the
Custodian and the Trust Beneficiaries shall not have any right to compel the
Trustee to account for the Trust.
14.2 Lost Trust Beneficiaries. Except as directed by the Holding Company,
neither the Trustee nor the Custodian shall have any duty to determine the
proper address of any Trust Beneficiary whose address is unavailable, whose
address, as shown on the records of the Custodian, is an address at which mail
to such Trust Beneficiary is undeliverable, or that has, for any other reason,
failed to exercise dominion or control over or assert a right of ownership with
respect to that Trust Beneficiary's Interests or any dividends or interest
payable with respect to those Interests. The Holding Company shall use its
reasonable efforts to determine the proper address of any such Trust
Beneficiary. Any assets of the Trust that the Trustee and the Custodian are
unable to distribute to any such Trust Beneficiary shall be retained by the
Trustee and held on behalf of that Trust Beneficiary until it escheats in
accordance with applicable laws.
15. Minors or Incapable Persons.
15.1 Payments to Minors or Incapable Persons. Whenever a distribution is
to be paid to or used for the benefit of either a Person under the age of
twenty-one (21) years (referred to as a "minor" in this Section) or a person who
in the sole judgment of the Trustee is incapable of managing his or her own
affairs, the Custodian may make such payment as follows:
(a) By making the payment to the parent, guardian or other Person
having the care and control of the minor for the minor's benefit, or to any
authorized Person as custodian for the minor under any applicable Transfers
to Minors Act or Gifts to Minors Act, with authority to authorize any such
custodian to hold such property until the minor attains the age of
twenty-one (21) years where permitted under applicable law; or
(b) By making the payment to the guardian, committee, conservator or
other Person having the care and control of the incapable Person for the
incapable Person's benefit.
15.2 Payments and Distributions. Any payment or distribution authorized in
this Section 15 shall be a full discharge of the Trustee and the Custodian with
respect to the payment or distribution.
16. Miscellaneous.
16.1 Successors. This Agreement shall bind and inure to the benefit of
each of the parties hereto and each and all of their respective heirs,
executors, administrators, successors and assigns.
16.2 No Punitive Damages. There shall be no right to any punitive,
exemplary or similar damages as a result of any controversy or claim arising out
of, relating to or in connection with, this Agreement, or the breach,
termination or validity thereof, and the parties expressly waive all rights to
such damages.
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16.3 Payment of Costs for Frivolous Claims. If any claim, counterclaim or
cross-claim brought by the Trustee, the Custodian, the Company or the Holding
Company or any Trust Beneficiary in any legal proceeding related to this
Agreement shall be found by the tribunal or court to be frivolous, such party
shall pay the costs, including reasonable attorneys' fees and disbursements, of
defending such frivolous claim, counterclaim or cross-claim.
16.4 Representation of Lost Trust Beneficiaries and Trust Beneficiaries
Under a Disability. (a) In any judicial proceeding or nonjudicial settlement
related to the Trust, each party under a disability shall be represented by a
Person not under a disability who is also party to such proceeding or settlement
and has the same interest as such party under a disability.
(b) In any judicial proceeding related to the Trust, service of process
shall not be required, and such proceeding shall be binding, upon any party
under a disability if such party is represented by a Person not under a
disability pursuant to Section 16.4(a). In any nonjudicial settlement related to
the Trust, any party under a disability shall not be required to join in such
settlement, and such settlement shall be binding upon such party under a
disability if such party is represented by a Person not under a disability
pursuant to Section 16.4(a).
(c) For the purposes of this Section 16.4, a party under a disability shall
include a Person whose address, as shown on the records of the Custodian, is an
address at which mail to such Person is undeliverable, or who has, for any other
reason, failed to exercise dominion or control over or assert a right of
ownership with respect to such Person's Interest or any dividends or interest
payable with respect thereto.
16.5 Notices. All notices and other communications given or made pursuant
to this Agreement shall be in writing and shall be deemed to have been duly
given or made as of the date delivered or mailed if delivered personally or
mailed by registered or certified mail (postage prepaid, return receipt
requested) to the parties or Trust Beneficiaries at the following addresses (or
at such other address for a party as shall be specified by written notice to the
other parties which shall be effective upon receipt):
(a) If to the Trust Beneficiaries, to the addresses of such Trust
Beneficiaries as shown on the records of the Custodian,
With copies, if an identical notice is sent to a substantial number
of Trust Beneficiaries, to:
New York State Department of Insurance
25 Beaver Street
New York, New York 10004
Attn: Life Bureau
(b) If to the Trustee:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-1001
Attn: Corporate Trust Administration
With a copy to:
Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
Attn: Gordon Elicker, Esq.
(c) If to the Custodian:
ChaseMellon Shareholder Services, L.L.C.
Overpeck Centre
85 Challenger Road
Ridgefield Park, New Jersey 07660
Attn: General Counsel
With a copy to:
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
Attn: Jeffrey A. Koeppel, Esq.
Exhibit C -- MetLife Policyholder Trust Agreement
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(d) If to the Company or the Holding Company:
MetLife, Inc.
One Madison Avenue
New York, New York 10010-3690
Attention: Corporate Treasurer
With copies (which copies shall not constitute notice) to:
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attn: Wolcott B. Dunham, Jr., Esq.,
James C. Scoville, Esq.
Sarah A.W. Fitts, Esq.
16.6 Mailing to Trust Beneficiaries. (a) Notices and other communications
to be mailed to Trust Beneficiaries under this Agreement may be sent by first
class mail (or, if another mailing is contemporaneously being made to
stockholders of the Holding Company, the same class mail as that mailing),
Federal Express, UPS or other nationally-recognized courier service or, if the
Trust Beneficiary has consented to distribution through electronic media, by
e-mail or other electronic means. Any materials required or permitted to be
mailed to a Trust Beneficiary under this Agreement may be mailed together with
any other materials, notices or other communications to be sent to such Trust
Beneficiary hereunder.
(b) Notwithstanding anything to the contrary herein, the Custodian shall
not be required to send a mailing to any Trust Beneficiary if it receives notice
from the Holding Company that the Holding Company is unable to determine the
proper address for such Trust Beneficiary pursuant to Section 14.2. In the case
of an annual report or proxy statement, however, a mailing shall not be
considered undeliverable unless at least two mailings by the Trustee, the
Custodian, the Holding Company or the Company have been mailed to such Trust
Beneficiary's address and have been returned as undeliverable, and if the Trust
Beneficiary delivers or causes to be delivered to the Custodian written notice
setting forth its then current address for Trust Beneficiary communication
purposes, the Custodian's obligation to deliver a mailing under this Agreement
shall be reinstated.
16.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ITS
PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES
WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER STATE.
16.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
16.9 Entire Agreement. This Agreement contains the entire agreement
between the parties hereto regarding the subject matter of this Agreement. This
Agreement supersedes all prior agreements, representations, warranties,
statements, promises, information, arrangements and understandings, whether oral
or written, express or implied, with respect to the subject matter, all of which
are specifically integrated into this Agreement, other than the Plan and the
Trust Record Keeping Services Agreement. No party hereto shall be bound by or
charged with any oral or written agreements, representations, warranties,
statements, promises, information, arrangements or understandings, express or
implied, not specifically set forth herein; and the parties hereto further
acknowledge and agree that in entering into this Agreement they have not in any
way relied and will not rely in any way on any of the foregoing not specifically
set forth herein.
Exhibit C -- MetLife Policyholder Trust Agreement
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Exhibit D
AMENDED AND RESTATED CHARTER OF
METROPOLITAN LIFE INSURANCE COMPANY
Under
Sections 1206 and 7312 of the Insurance Law
and Section 807 of the Business Corporation Law
The undersigned, being the Chairman of the Board, President and Chief
Executive Officer and the Secretary of Metropolitan Life Insurance Company,
respectively, hereby certify that:
1. The name of the corporation is Metropolitan Life Insurance
Company.
2. The corporation was incorporated on May 4, 1866 under the name
"National Travelers Insurance Company." The name of the corporation was changed
to "Metropolitan Life Insurance Company" on March 24, 1868.
3. The Charter of the corporation is hereby amended, as authorized by
Sections 1206 and 7312 of the Insurance Law of New York (the "Insurance Law")
and Section 801 of the Business Corporation Law of New York, in connection with
the reorganization of the corporation from a mutual life insurance company to a
stock life insurance company pursuant to Section 7312 of the Insurance Law (a)
to establish the capital of the corporation in the amount of $10,000,000 and to
authorize shares of Common Stock, par value $.01 per share, as the shares of the
corporation, (b) to change references in the Charter from "mutual" to "stock"
and from "policyholders" to "shareholders", and (c) to eliminate classes of
directors and to provide that each director will be elected for a one-year term.
4. The amendment and restatement of the Charter was authorized by the
affirmative vote of at least two-thirds of all votes cast on ________, 1999 by
policyholders entitled to vote on the plan of reorganization of the corporation
pursuant to Section 7312 of the Insurance Law.
5. The text of the Charter, as amended by the filing of this Amended
and Restated Charter, is hereby restated to read in full as follows:
<PAGE> 99
ARTICLE I
CORPORATE NAME
The name of the corporation shall continue to be "Metropolitan Life
Insurance Company." The corporation may use, in the transaction of any or all of
its business and affairs in Canada, including the exercise of any or all of its
rights, such name or such name expressed in the French language. Such name when
so expressed shall be "La Metropolitaine, compagnie d'assurance vie."
ARTICLE II
PLACE OF BUSINESS
The corporation shall be located and have its principal place of
business in the Borough of Manhattan, City of New York, County of New York, and
State of New York.
ARTICLE III
ANNUAL MEETING OF SHAREHOLDERS
The annual meeting of the shareholders of the corporation for the
election of directors and for the transaction of such other business as properly
may come before such meeting shall be held on the fourth Tuesday of April, or
otherwise, within 60 days thereafter, as the Board may determine, provided that
the Superintendent of Insurance of the State of New York (or any governmental
officer, body or authority that succeeds the Superintendent as the primary
regulator of the corporation's insurance business under applicable law) is given
notice of the date determined by the Board prior to such date, at such place,
either within or without the State of New York, as may be fixed from time to
time by resolution of the Board and set forth in the notice or waiver of notice
of the meeting.
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ARTICLE IV
BUSINESS OF THE CORPORATION
The business of the corporation and the kinds of insurance to be
undertaken by it are:
(1) "life insurance," meaning every insurance upon the lives
of human beings, and every insurance appertaining thereto,
including the granting of endowment benefits, additional
benefits in the event of death by accident, additional
benefits to safeguard the contract from lapse, accelerated
payments of part or all of the death benefit or a special
surrender value upon diagnosis (A) of terminal illness
defined as a life expectancy of twelve months or less, or
(B) of a medical condition requiring extraordinary medical
care or treatment regardless of life expectancy, or upon
(C) certification by a licensed health care practitioner
of any condition which requires continuous care for the
remainder of the insured's life in an eligible facility or
at home when the insured is chronically ill as defined by
Section 7702(B) of the Internal Revenue Code and
regulations thereunder, provided the accelerated payments
qualify under Section 101(g)(3) of the Internal Revenue
Code and all other applicable sections of federal law in
order to maintain favorable tax treatment or provide a
special surrender value, upon total and permanent
disability of the insured, and optional modes of
settlement of proceeds. "Life insurance" also includes
additional benefits to safeguard the contract against
lapse in the event of unemployment of the insured. Amounts
paid the insurer for life insurance and proceeds applied
under optional modes of settlement or under dividend
options may be allocated by the insurer to one or more
separate accounts pursuant to Section 4240 of the
Insurance Law;
(2) "annuities," meaning all agreements to make periodical
payments for a period certain or where the making or
continuance of all or some of a series of such payments,
or the amount of any such payment, depends upon the
continuance of human life, except payments made under the
authority of paragraph one hereof. Amounts paid the
insurer to provide annuities and proceeds applied under
optional modes of settlement or under dividend options may
be allocated by the insurer to one or more separate
accounts pursuant to Section 4240 of the Insurance Law;
and
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(3) "accident and health insurance," meaning (i) insurance
against death or personal injury by accident or by any
specified kind or kinds of accident and insurance against
sickness, ailment or bodily injury, including insurance
providing disability benefits pursuant to article nine of
the workers' compensation law, except as specified in item
(ii) hereof; and (ii) non-cancellable disability
insurance, meaning insurance against disability resulting
from sickness, ailment or bodily injury (but excluding
insurance solely against accidental injury) under any
contract which does not give the insurer the option to
cancel or otherwise terminate the contract at or after one
year from its effective date or renewal date.
as heretofore authorized by and under this Charter and paragraphs 1, 2 and 3 of
Section 1113(a) of the Insurance Law; together with such reinsurance business
(in addition to reinsurance of the kinds of insurance business hereinabove
stated) as may be permitted to the corporation by Section 1114 of said Law;
together with such business in which the corporation may be authorized to engage
pursuant to any amendment to paragraphs 1, 2 and 3 of Section 1113(a) or Section
1114 of said Law which may be hereafter adopted; and together with any other
kind or kinds of business to the extent reasonably ancillary or necessarily or
properly incidental to the kinds of insurance business which the corporation is
so authorized to do.
The corporation shall also have the general rights, powers and
privileges now or hereafter granted by the Insurance Law or any other law to
stock life insurance companies having power to do the kinds of business
hereinabove referred to and any and all other rights, powers and privileges of a
corporation, as the same may now or hereafter be declared by applicable law.
ARTICLE V
CORPORATE POWERS
Section 1. The business of the corporation shall be managed under the
direction of its Board, by committees thereof and by such officers and agents as
the Board or such committees may empower.
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Section 2. The Board shall consist of not less than thirteen
directors (except for vacancies temporarily unfilled) nor more than thirty
directors, as may be determined by the Board by resolution adopted by a majority
of the authorized number of directors immediately prior to such determination.
Not less than one- third of the directors shall be persons who are not officers
or employees of the corporation or of any entity controlling, controlled by, or
under common control with the corporation, and who are not beneficial owners of
a controlling interest in the voting stock of the corporation or any such entity
("Outside Directors").
Section 3. The Board shall have power to make and prescribe such
ByLaws, rules and regulations for the transaction of the business of the
corporation and the conduct of its affairs, not inconsistent with the laws of
the State of New York and this Charter as may be deemed expedient, and to amend
or repeal such By-Laws, rules and regulations, except as otherwise provided in
such By-Laws.
Section 4. The Board shall have the power to declare by by-law what
number of directors shall constitute a quorum for the transaction of business;
provided, however, that such number shall be no less than a majority of the
authorized number of directors, at least one of whom shall be an Outside
Director.
Section 5. The Board shall elect or appoint a Chairman, a Chief
Executive Officer, a President, one or more Vice-Presidents, a Chief Financial
Officer, a Secretary, a Treasurer, a Controller and a General Counsel and such
other officers as it may deem appropriate, except that officers of the rank of
Vice-President and below may be elected or appointed by the Compensation
Committee of the Board. Officers shall have such powers and perform such duties
as may be authorized by the By-Laws or by or pursuant to authorization of the
Board or the Chief Executive Officer.
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ARTICLE VI
ELECTION OF DIRECTORS AND OFFICERS
Section 1. The directors of the corporation shall be elected by the
shareholders as prescribed by law and the By-Laws of the corporation. The
officers of the corporation shall be elected or appointed as provided in the
By-Laws of the corporation. Each director shall be at least 18 years old, at all
times a majority of the directors shall be citizens and residents of the United
States and not less than three shall be residents of the State of New York.
Section 2. Vacancies in the Board, including vacancies resulting
from any increase in the authorized number of directors or the removal of any
director, except a removal of a director without cause, shall be filled by a
vote of the Board until the next annual meeting of shareholders of the
corporation, except that if the number of directors then in office is less than
a quorum, such vacancies may be filled by a vote of a majority of directors then
in office.
ARTICLE VII
LIABILITY OF DIRECTORS
No director shall be personally liable to the corporation or any of
its shareholders or any of its policyholders for damages for any breach of duty
as a director; provided, however, that the foregoing provision shall not
eliminate or limit:
(i) the liability of a director if a judgment or other final
adjudication adverse to the director establishes that the
director personally gained in fact a financial profit or
other advantage to which he or she was not legally
entitled or establishes that the director's acts or
omissions were in bad faith or involved intentional
misconduct or were acts or omissions (a) which the
director knew or reasonably should have known violated the
Insurance Law or (b) which violated a specific
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standard of care imposed on directors directly, and not by
reference, by a provision of the Insurance Law (or any
regulations promulgated thereunder), or (c) which
constituted a knowing violation of any other law; or
(11) the liability of a director for any act or omission prior
to April 26, 1990.
ARTICLE VIII
STOCK
The amount of capital of the corporation shall be $10,000,000 and
shall consist of 1,000,000,000 authorized shares of Common Stock, par value $.01
per share.
ARTICLE IX
DURATION
The duration of the corporation shall be perpetual.
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Exhibit E to the Plan of Reorganization
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
METLIFE, INC.
ARTICLE I
NAME OF CORPORATION
The name of the corporation is MetLife, Inc. (the "Corporation").
ARTICLE II
REGISTERED OFFICE
The Corporation's registered office in the State of Delaware is at
1209 Orange Street, City of Wilmington, County of New Castle, Delaware. The name
of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
PURPOSE
The nature of the business of the Corporation and its purpose is to
engage in any lawful act or activity for which corporations may be engaged under
the General Corporation Law of the State of Delaware.
ARTICLE IV
STOCK
SECTION 1. AUTHORIZED STOCK. The aggregate number of shares of stock
that the Corporation shall have authority to issue is three billion
(3,000,000,000) shares of Common Stock, par value $.01 per share (the "Common
Stock"), and two hundred million (200,000,000) shares of Preferred Stock, par
value $.01 per share (the "Preferred Stock"). Subject to the rights of the
holders of any class or series of Preferred Stock or Common Stock provided by
this Certificate of Incorporation, or otherwise by law, the number of
authorized shares of the Common Stock and the Preferred Stock or any other
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class of stock may be increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders of a majority
of the combined voting power of the outstanding shares of stock of the
Corporation entitled to vote thereon, and, irrespective of the provisions of
Section 242(b)(2) of the General Corporation Law of the State of Delaware or any
corresponding provision hereinafter enacted, with such outstanding shares of
Common Stock and other stock considered for this purpose a single class.
SECTION 2. PREFERRED STOCK. (a) The Preferred Stock may be issued at
any time and from time to time in one or more series. The Board of Directors is
hereby authorized to provide by resolution for the issuance of shares of
Preferred Stock in series and, by filing a certificate of designation containing
such resolution pursuant to the applicable provisions of the General Corporation
Law of the State of Delaware (hereinafter referred to as a "Preferred Stock
Certificate of Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of shares of each such series and the qualifications,
limitations and restrictions thereof.
(b) The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to, determination of
the following:
(i) the designation of the series, which may be by
distinguishing number, letter or title;
(ii) the number of shares of the series, which
number the Board of Directors may thereafter
(except where otherwise provided in the
applicable Preferred Stock Certificate of
Designation) increase or decrease (but not
below the number of shares thereof then
outstanding);
(iii) whether dividends, if any, shall be cumulative
or noncumulative and the dividend rate of the
series;
(iv) whether dividends, if any, shall be payable in
cash, in kind or otherwise;
(v) the dates on which dividends, if any, shall be
payable;
(vi) the redemption rights and price or prices, if
any, for shares of the series;
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(vii) the terms and amount of any sinking fund
provided for the purchase or redemption of
shares of the series;
(viii) the amounts payable on shares of the series in
the event of any voluntary or involuntary
liquidation, dissolution or winding up of the
affairs of the Corporation;
(ix) whether the shares of the series shall be
convertible or exchangeable into shares of any
other class or series, or any other security,
of the Corporation or any other corporation,
and, if so, the specification of such other
class or series or such other security, the
conversion or exchange price or prices or rate
or rates, any adjustments thereof, the date or
dates as of which such shares shall be
convertible or exchangeable and all other terms
and conditions upon which such conversion or
exchange may be made;
(x) restrictions on the issuance of shares of the
same series or of any other class or series;
and
(xi) whether or not the holders of the shares of
such series shall have voting rights, in
addition to the voting rights provided by law,
and if so, the terms of such voting rights,
which may provide, among other things and
subject to the other provisions of this
Certificate of Incorporation, that each share
of such series shall carry one vote or more or
less than one vote per share, that the holders
of such series shall be entitled to vote on
certain matters as a separate class (which for
such purpose may be comprised solely of such
series or of such series and one or more other
series or classes of stock of the Corporation)
and that all the shares of such series entitled
to vote on a particular matter shall be deemed
to be voted on such matter in the manner that a
specified portion of the voting power of the
shares of such series or separate class are
voted on such matter.
(c) The Common Stock shall be subject to the express terms of the
Preferred Stock and any series thereof.
(d) Except as otherwise required by law, holders of Common Stock, as
such, shall not be entitled to vote on any amendment to this Certificate of
Incorporation that alters or changes the powers, preferences, rights or other
terms of one or more outstanding series of Preferred Stock if the holders of
such affected series are entitled, either separately or together with the
holders of one or more other series of Preferred
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Stock, to vote thereon as a separate class pursuant to this Certificate of
Incorporation or a Preferred Stock Certificate of Designation or pursuant to the
General Corporation Law of the State of Delaware as currently in effect or as
the same may hereafter be amended.
(e) For purposes hereof and the By-Laws, the term "Certificate of
Incorporation" includes the Certificate of Incorporation as it may be amended by
a Preferred Stock Certificate of Designation from time to time.
SECTION 3. VOTING IN ELECTION OF DIRECTORS. Except as may be required
by law or as provided in this Certificate of Incorporation, the Common Stock
shall have the exclusive right to vote for the election of Directors and for all
other purposes, and holders of Preferred Stock shall not be entitled to vote on
any matter or receive notice of any meeting of stockholders. The election of
Directors need not be taken by written ballot.
SECTION 4. OWNER. The Corporation shall be entitled to treat the
person in whose name any share of its stock is registered as the owner thereof
for all purposes and shall not be bound to recognize any equitable or other
claim to, or interest in, such share on the part of any other person, whether or
not the Corporation shall have notice thereof, except as expressly provided by
applicable law.
SECTION 5. STOCKHOLDER RIGHTS PLANS. The Board of Directors is hereby
authorized to create and issue, whether or not in connection with the issuance
and sale of any of its stock or other securities or property, rights entitling
the holders thereof to purchase from the Corporation shares of stock or other
securities of the Corporation or any other corporation. The times at which and
the terms upon which such rights are to be issued will be determined by the
Board of Directors and set forth in the contracts or instruments that evidence
such rights. The authority of the Board of Directors with respect to such rights
shall include, but not be limited to, determination of the following:
(a) the initial purchase price per share or other unit of the
stock or other securities or property to be purchased upon
exercise of such rights;
(b) provisions relating to the times at which and the
circumstances under which such rights may be exercised or
sold or otherwise transferred, either together with or
separately from any other stock or other securities of the
Corporation;
(c) provisions which adjust the number or exercise price of
such rights, or amount or nature of the stock or other
securities or property receivable upon exercise of such
rights, in the event of a combination, split or
recapitalization of any stock of the Corporation, a change
in ownership of the Corporation's stock or other
securities or a reorganization, merger,
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consolidation, sale of assets or other occurrence relating
to the Corporation or any stock of the Corporation, and
provisions restricting the ability of the Corporation to
enter into any such transaction absent an assumption by
the other party or parties thereto of the obligations of
the Corporation under such rights;
(d) provisions which deny the holder of a specified percentage
of the outstanding stock or other securities of the
Corporation the right to exercise such rights and/or cause
the rights held by such holder to become void;
(e) provisions which permit the Corporation to redeem such
rights or which prohibit or limit the redemption of such
rights; and
(f) the appointment of a rights agent with respect to such
rights.
ARTICLE V
INCORPORATOR
The name and mailing address of the incorporator is as follows:
Gary A. Beller
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
ARTICLE VI
BOARD OF DIRECTORS;
MANAGEMENT OF THE CORPORATION
SECTION 1. CLASSIFIED BOARD. (a) The Directors of the Corporation,
subject to the rights of the holders of shares of any class or series of
Preferred Stock, shall be classified with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the By-Laws of the Corporation, one class
("Class I") whose term expires at the 2000 annual meeting of stockholders,
another class ("Class II") whose term expires at the 2001 annual meeting of
stockholders, and another class ("Class III") whose term expires at the 2002
annual meeting of stockholders, with each class to hold office until its
successors are elected and qualified. At each annual meeting of stockholders of
the Corporation, the date of which will be fixed pursuant to the By-Laws of the
Corporation, and subject to the rights of the
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holders of shares of any class or series of Preferred Stock, the successors of
the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.
SECTION 2. POLICYHOLDER TRUST. While the Trust (as defined below) is
in existence, each Director shall, in exercising his or her duties as a
director, take the interests of the beneficiaries of the Trust into account as
if they were holders of the shares of Common Stock held therein, except to the
extent that any such Director determines, based on advice of counsel, that to do
so would violate his or her duties as a director under Delaware law. For
purposes of this Section 2, the "Trust" shall mean the Policyholder Trust
created by the Policyholder Trust Agreement among the Corporation, Metropolitan
Life Insurance Company, Wilmington Trust Company and Chase Mellon Shareholder
Services, L.L.C., dated November 3, 1999, as such may be amended from time to
time.
SECTION 3. MANAGEMENT OF BUSINESS. The following provisions are
inserted for the management of the business, for the conduct of the affairs of
the Corporation and for the purpose of creating, defining, limiting and
regulating the powers of the Corporation and its directors and stockholders:
(a) Subject to the rights of any holders of any series of
Preferred Stock, if any, to elect additional Directors
under specified circumstances, the holders of a majority
of the combined voting power of the then outstanding stock
of the Corporation entitled to vote generally in the
election of Directors may remove any Director, but only
for cause.
(b) Vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from
office or other cause and newly created directorships
resulting from any increase in the authorized number of
Directors shall be filled in the manner provided in the
By-Laws of the Corporation.
(c) Advance notice of nominations for the election of
Directors shall be given in the manner and to the extent
provided in the By-Laws of the Corporation.
(d) The election of Directors may be conducted in any manner
approved by the officer presiding at a meeting of
stockholders or the Director presiding at a meeting of the
Board of Directors, as the case may be, at the time when
the election is held and need not be by written ballot.
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(e) All corporate powers and authority of the Corporation
(except as at the time otherwise provided by law, by this
Certificate of Incorporation or by the By-Laws) shall be
vested in and exercised by the Board of Directors.
(f) The Board of Directors shall have the power without the
assent or vote of the stockholders to adopt, amend, alter
or repeal the By-Laws of the Corporation, except to the
extent that the By-Laws or this Certificate of
Incorporation otherwise provide. In addition to any
requirements of law and any other provision of this
Certificate of Incorporation, the stockholders of the
Corporation may adopt, amend, alter or repeal any
provision of the By-Laws upon the affirmative vote of the
holders of three-quarters (3/4) or more of the combined
voting power of the then outstanding stock of the
Corporation entitled to vote generally in the election of
Directors.
ARTICLE VII
LIABILITY OF DIRECTORS
SECTION 1. GENERAL. No Director of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for breach of his or
her fiduciary duty as a Director, except to the extent that such exemption from
liability or limitation thereof is not permitted under the General Corporation
Law of the State of Delaware as currently in effect or as the same may hereafter
be amended.
SECTION 2. REPEAL OR MODIFICATION. Any repeal or modification of this
Article VII by the stockholders of the Corporation shall not adversely affect
any right or protection of a Director, officer or the Corporation existing at
the time of such repeal or modification. If the General Corporation Law of the
State of Delaware is amended after the filing of this Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of Directors, then the liability of a Director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.
ARTICLE VIII
NO STOCKHOLDER ACTIONS BY WRITTEN CONSENT
Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting of
the stockholders of the Corporation, and the ability of the stockholders to
consent in writing to the taking of any action, including (but not limited to)
the election of Directors, is specifically denied.
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ARTICLE IX
AMENDMENT
The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner now or hereafter
prescribed by the laws of the State of Delaware, and all rights herein conferred
upon stockholders or Directors (in the present form of this Certificate of
Incorporation or as hereinafter amended) are granted subject to this
reservation; provided, however, that any amendment or repeal of Article VII of
this Certificate of Incorporation shall not adversely affect any right or
protection existing hereunder immediately prior to such amendment or repeal;
and, provided, further, that Section 5 of Article IV and Articles VI, VII, VIII
and this Article IX of this Certificate of Incorporation shall not be amended,
altered or repealed without the affirmative vote of the holders of at least
three-quarters (3/4) of the then outstanding stock of the Corporation entitled
to vote generally in the election of Directors.
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Exhibit F to the Plan of Reorganization
================================================================================
METLIFE, INC.
AMENDED AND RESTATED BY-LAWS
As Adopted on _________, 1999
================================================================================
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METLIFE, INC.
BY-LAWS
TABLE OF CONTENTS
SECTION PAGE
ARTICLE I
STOCKHOLDERS
1.01. Annual Meetings................................................. 6
1.02. Special Meetings................................................ 6
1.03. Notice of Meetings; Waiver...................................... 6
1.04. Quorum and Required Vote........................................ 7
1.05. Voting Rights................................................... 7
1.06. Voting by Ballot................................................ 7
1.07. Adjournment..................................................... 7
1.08. Proxies......................................................... 8
1.09. Presiding Officer and Secretary of the Meeting.................. 8
1.10. Notice of Stockholder Business and Nominations.................. 9
1.11. Inspectors of Elections......................................... 11
1.12. Opening and Closing of Polls.................................... 12
1.13. Confidential Voting............................................. 13
1.14. No Stockholder Action by Written Consent........................ 13
ARTICLE II
BOARD OF DIRECTORS
2.01. General Powers.................................................. 13
2.02. Number of Directors............................................. 13
2.03. Classified Board; Election of Directors......................... 14
2.04. Annual and Regular Meetings..................................... 14
2.05. Special Meetings; Notice........................................ 14
2.06. Quorum; Voting.................................................. 15
2.07. Adjournment..................................................... 15
2.08. Action Without a Meeting........................................ 15
2.09. Regulations; Manner of Acting................................... 15
2.10. Action by Telephonic Communications............................. 15
2.11. Resignations.................................................... 16
2.12. Removal of Directors............................................ 16
2.13. Vacancies and Newly Created Directorships....................... 16
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2.14. Compensation.................................................... 16
2.15. Reliance on Accounts and Reports, etc........................... 17
ARTICLE III
BOARD COMMITTEES
3.01. How Constituted................................................. 17
3.02. Committee Powers................................................ 17
3.03. Proceedings..................................................... 19
3.04. Quorum and Manner of Acting..................................... 19
3.05. Action by Telephonic Communications............................. 19
3.06. Resignations.................................................... 19
3.07. Removal......................................................... 20
3.08. Vacancies....................................................... 20
ARTICLE IV
OFFICERS
4.01. Number.......................................................... 20
4.02. Election........................................................ 20
4.03. Salaries........................................................ 20
4.04. Removal and Resignation; Vacancies.............................. 20
4.05. Authority and Duties of Officers................................ 21
4.06. The Chairman.................................................... 21
4.07. The Chief Executive Officer..................................... 21
4.08. The President................................................... 21
4.09. Absence or Disability of the Chief Executive Officer............ 21
4.10. Vice Presidents................................................. 22
4.11. The Secretary................................................... 22
4.12. The Chief Financial Officer..................................... 22
4.13. The Treasurer................................................... 22
4.14. The Controller.................................................. 22
4.15. The General Counsel............................................. 22
4.16. Additional Officers............................................. 23
4.17. Security........................................................ 23
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ARTICLE V
CAPITAL STOCK
5.01. Certificates of Stock, Uncertificated Shares.................... 23
5.02. Signatures; Facsimile........................................... 23
5.03. Lost, Stolen or Destroyed Certificates.......................... 24
5.04. Transfer of Stock............................................... 24
5.05. Record Date..................................................... 24
5.06. Registered Stockholders......................................... 25
5.07. Transfer Agent and Registrar.................................... 25
ARTICLE VI
INDEMNIFICATION
6.01. Nature of Indemnity............................................. 25
6.02. Determination that Indemnification is Proper.................... 26
6.03. Advance Payment of Expenses..................................... 26
6.04. Procedure for Indemnification of Directors and Officers......... 27
6.05. Survival; Preservation of Other Rights.......................... 27
6.06. Insurance....................................................... 28
6.07. Severability.................................................... 28
ARTICLE VII
OFFICES
7.01. Registered Office............................................... 29
7.02. Other Offices................................................... 29
ARTICLE VIII
GENERAL PROVISIONS
8.01. Dividends....................................................... 29
8.02. Reserves........................................................ 29
8.03. Execution of Instruments........................................ 30
8.04. Corporate Indebtedness.......................................... 30
8.05. Deposits........................................................ 30
8.06. Checks.......................................................... 30
8.07. Sale, Transfer, etc. of Securities.............................. 31
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8.08. Voting as Stockholder........................................... 31
8.09. Fiscal Year..................................................... 31
8.10. Seal............................................................ 31
ARTICLE IX
AMENDMENT OF BY-LAWS
9.01. Amendment....................................................... 32
ARTICLE X
CONSTRUCTION
10.01. Construction................................................... 32
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METLIFE, INC.
AMENDED AND RESTATED BY-LAWS
As adopted on __________, 1999
-----------------------------------------------------------------------
ARTICLE I
STOCKHOLDERS
Section 1.01. Annual Meetings. The annual meeting of the
stockholders of the Corporation for the election of Directors and for the
transaction of such other business as properly may come before such meeting
shall be held at such place, either within or without the State of Delaware, and
at such date and at such time, as may be fixed from time to time by resolution
of the Board of Directors and set forth in the notice or waiver of notice of the
meeting.
Section 1.02. Special Meetings. Special meetings of the
stockholders may be called at any time by the Chief Executive Officer (or, in
the event of the Chief Executive Officer's absence or disability, by the
President or any Director who is also an officer (hereafter, an "Officer
Director")). A special meeting shall be called by the Chief Executive Officer
(or, in the event of the Chief Executive Officer's absence or disability, by the
President or any Officer Director) or by the Secretary pursuant to a resolution
approved by a majority of the entire Board of Directors. Such special meetings
of the stockholders shall be held at such places, within or without the State of
Delaware, as shall be specified in the respective notices or waivers of notice
thereof. Any power of the stockholders of the Corporation to call a special
meeting is specifically denied.
Section 1.03. Notice of Meetings; Waiver. The Secretary or any
Assistant Secretary shall cause written notice of the place, date and hour of
each meeting of the stockholders and, in the case of a special meeting, the
purpose or purposes for which such meeting is called, to be given personally or
by mail, not less than ten nor more than sixty days prior to the meeting, to
each stockholder of record entitled to vote at such meeting. If such notice is
mailed, it shall be deemed to have been given to a stockholder when deposited in
the United States mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the record of stockholders of the
Corporation. Such further notice shall be given as may be required by law.
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A written waiver of any notice of any annual or special
meeting signed by the person entitled thereto, shall be deemed equivalent to
notice. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders needs to be specified in a
written waiver of notice. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.
Section 1.04. Quorum and Required Vote. Except as otherwise
required by law or by the Certificate of Incorporation, the presence in person
or by proxy of the holders of record of one-third of the shares entitled to vote
at a meeting of stockholders shall constitute a quorum for the transaction of
business at such meeting. Except as otherwise required by law or by the
Certificate of Incorporation, these By-Laws or the rules or regulations of any
stock exchange applicable to the Corporation, the vote of a majority (or, in the
case of the election of Directors, a plurality) of the shares represented in
person or by proxy at any meeting at which a quorum is present shall be
sufficient for the transaction of any business at such meeting.
Section 1.05. Voting Rights. Subject to the rights of the
holders of any class or series of Preferred Stock, every holder of record of
shares entitled to vote at a meeting of stockholders shall be entitled to one
vote for each share outstanding in such stockholder's name on the books of the
Corporation at the close of business on the date fixed pursuant to the
provisions of Section 5.05 hereof as the record date for the determination of
the stockholders who shall be entitled to notice of and to vote at such meeting.
Section 1.06. Voting by Ballot. No vote of the stockholders
need be taken by written ballot unless otherwise required by law. Any vote not
required to be taken by ballot may be conducted in any manner approved by the
presiding officer at the meeting at which such vote is taken.
Section 1.07. Adjournment. If a quorum is not present at any
meeting of the stockholders, the presiding officer shall have the power to
adjourn any such meeting from time to time until a quorum is present. Notice of
any adjourned meeting of the stockholders of the Corporation need not be given
if the place, date and hour thereof are announced at the meeting at which the
adjournment is taken, provided, however, that if the adjournment is for more
than thirty days, or if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice
of the adjourned meeting, conforming to the requirements of Section 1.03 hereof,
shall be given to each stockholder of record entitled to vote at such meeting.
At any adjourned
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meeting at which a quorum is present, any business may be transacted that might
have been transacted on the original date of the meeting.
Section 1.08. Proxies. Any stockholder entitled to vote at any
meeting of the stockholders may authorize another person or persons to vote at
any such meeting for such stockholder by proxy. A stockholder may authorize a
valid proxy by executing a written instrument signed by such stockholder, or
such stockholder's authorized officer, director, employee or agent, or by
causing such signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature, or by transmitting or
authorizing the transmission of a telegram, cablegram, data and voice telephonic
communications, computer network, e-mail or other means of electronic
transmission to the person designated as the holder of the proxy, a proxy
solicitation firm, a proxy support service organization or a like authorized
agent. No such proxy shall be voted or acted upon after the expiration of three
years from the date of such proxy, unless such proxy provides for a longer
period. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where applicable law provides that a proxy
shall be irrevocable. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by filing another duly executed
proxy bearing a later date with the Secretary. Proxies by telegram, cablegram,
data and voice telephonic communications, computer network, e-mail or other
electronic transmission must either set forth or be submitted with information
from which it can be determined that such electronic transmission was authorized
by the stockholder. If it is determined that such electronic transmission is
valid, the inspectors shall specify the information upon which they relied. Any
copy, facsimile telecommunication or other reliable reproduction of a writing or
transmission created pursuant to this section may be substituted or used in lieu
of the original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.
Section 1.09. Presiding Officer and Secretary of the Meeting.
(a) At every meeting of stockholders the presiding officer shall be the Chairman
or, in the event of the Chairman's absence or disability, the President, or in
the event of the President's absence or disability, any officer designated by
the Chief Executive Officer, or in the event of the Chief Executive Officer's
absence or the failure of the Chief Executive Officer to designate an officer
for such purpose, any officer chosen by resolution of the Board of Directors.
The order of business and all other matters of procedure at every meeting of
stockholders may be determined by the presiding officer. The Secretary, or in
the event of the Secretary's absence or disability, any Assistant Secretary
designated by the presiding officer, if any, or if there be no Assistant
Secretary, in the absence of the Secretary, an appointee of the presiding
officer, shall act as Secretary of the meeting.
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(b) Conduct of Meetings. The Board of Directors may adopt by
resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with any such rules and regulations as adopted by the Board of Directors, the
presiding officer shall have the right and authority to convene and to adjourn
the meeting, to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such presiding officer, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the presiding officer, may
include, but are not limited to, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the presiding officer shall determine; (iv) restrictions on
entry to the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.
Section 1.10. Notice of Stockholder Business and Nominations.
(a) Annual Meetings of Stockholders. (i) Nominations of
persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders at an annual meeting
of stockholders may be made only (A) by or at the direction of the Board of
Directors or the Chief Executive Officer, or (B) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complies with the
applicable requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the rules and regulations promulgated thereunder and the
notice procedures set forth in clause (ii) of this paragraph and who was a
stockholder of record at the time such notice is delivered to the Secretary of
the Corporation.
(ii) For nominations or other business to be properly brought
before an annual meeting by a stockholder, pursuant to clause (B) of paragraph
(a)(i) of this Section 1.10, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and any such other
business must otherwise be a proper matter for stockholder action. To be timely,
a stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than 120 calendar days prior to
the first anniversary of the previous year's annual meeting; provided, however,
that in the event that no annual meeting was held in the previous year or the
date of the annual meeting was changed by more than 30 days from the anniversary
date of the previous year's annual meeting, notice by the stockholder must be so
received not later than 120 calendar days prior to such annual meeting or 10
calendar days following the date on which public announcement of the date of the
meeting is first made.
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In no event shall an adjournment or postponement of an annual meeting (or the
public announcement thereof) commence a new time period (or extend any time
period) for the giving of stockholders' notice as described below. Such
stockholder's notice shall set forth (A) as to each person whom the stockholder
proposes to nominate for election or reelection as a Director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act, and Rule 14a-11 thereunder,
including such person's written consent to being named in the proxy statement as
a nominee and to serving as a Director if elected; (B) as to any other business
that the stockholder proposes to bring before the meeting, a brief description
of the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and, in the event that such business
includes a proposal to amend either the Certificate of Incorporation or the
By-Laws of the Corporation, the language of the proposed amendment; (C) any
material interest in such business of such stockholder and of any beneficial
owner on whose behalf the proposal is made and, in case of nominations, a
description of all arrangements or understandings between the stockholder and
each nominee and any other persons (naming them) pursuant to which the
nominations are to be made by the stockholder; (D) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by a qualified representative
at the meeting to propose such business; (E) if the stockholder intends to
solicit proxies in support of such stockholder's proposals, a representation to
that effect; and (F) as to the stockholder giving the notice and any beneficial
owner on whose behalf the nomination or proposal is made, (1) the name and
address of such stockholder, as it appears on the Corporation's books, and of
such beneficial owner and (2) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner. If such stockholder does not appear or send a qualified
representative to present such proposal at such annual meeting, the Corporation
need not present such proposal for a vote at such meeting, notwithstanding that
proxies in respect of such vote may have been received by the Corporation. The
presiding officer of any annual meeting of stockholders shall refuse to permit
any business proposed by a stockholder to be brought before such annual meeting
without compliance with the foregoing procedures or if the stockholder solicits
proxies in support of such stockholder's proposal without such stockholder
having made the representation required by clause (E) above.
(b) Special Meetings of Stockholders. (i) Only such business
as shall have been brought before the special meeting of the stockholders
pursuant to the Corporation's notice of meeting pursuant to Section 1.02 of
these By-Laws shall be conducted at such meeting.
(ii) In the event that Directors are to be elected at a
special meeting of stockholders pursuant to the Corporation's notice of meeting,
nominations of persons for
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election to the Board of Directors may be made at such special meeting of
stockholders (1) by or at the direction of the Board of Directors or (2) by any
stockholder of the Corporation who is entitled to vote at the meeting, who
complies with the notice procedures set forth in this Section 1.10 and who is a
stockholder of record at the time such notice is delivered to the Secretary of
the Corporation. Nominations by stockholders of persons for election to the
Board of Directors may be made at such special meeting of stockholders if the
stockholder's notice as required by paragraph (a)(ii) of this Section 1.10 shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than 150 calendar days prior to such special meeting or 10
calendar days following the date on which public announcement of the date of the
special meeting and of the nominees to be elected at such meeting is first made.
In no event shall the adjournment or postponement of a special meeting (or the
public announcement thereof) commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above.
(c) General. (i) Only persons who are nominated in accordance
with the procedures set forth in this Section 1.10 shall be eligible to serve as
Directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 1.10. Except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws, the presiding officer of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made or proposed in
accordance with the procedures set forth in this Section 1.10 and, if any
proposed nomination or business is not in compliance with this Section 1.10, to
declare that such defective proposal or nomination shall be disregarded.
(ii) Nothing in this Section 1.10 shall be deemed to affect
any rights of the holders of any class or series of preferred stock, if any, to
elect Directors if so provided under any applicable preferred stock Certificate
of Designation (as defined in the Certificate of Incorporation).
Section 1.11. Inspectors of Elections. (a) Prior to any
meeting of the stockholders, the Board of Directors shall appoint one or more
persons to act as Inspectors of Elections, and may designate one or more
alternate inspectors. If no inspector or alternate is able to act, the person
presiding at the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of the duties of an
inspector, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of such inspector's
ability. The inspector shall:
(i) ascertain the number of shares outstanding and the voting
power of each;
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(ii) determine the shares represented at the meeting and the
validity of proxies and ballots;
(iii) specify the information relied upon to determine the
validity of electronic transmissions in accordance with Section 1.08
hereof;
(iv) count all votes and ballots;
(v) determine and retain for a reasonable period a record of
the disposition of any challenges made to any determination by the
inspectors;
(vi) certify such inspector's determination of the number of
shares represented at the meeting, and such inspector's count of all
votes and ballots.
(b) The inspector may appoint or retain other persons or
entities to assist in the performance of the duties of inspector.
(c) When determining the shares represented and the validity
of proxies and ballots, the inspector shall be limited to an examination of the
proxies, any envelopes submitted with those proxies, any proxies provided in
accordance with Section 1.08 of these By-Laws, ballots and the regular books and
records of the Corporation. The inspector may consider other reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers or their nominees or a similar person which
represent more votes than the holder of a proxy is authorized by the record
owner to cast or more votes than the stockholder holds of record. If the
inspector considers other reliable information as outlined in this section, the
inspector, at the time of certification pursuant to (a)(vi) of this Section
1.11, shall specify the precise information considered, the person or persons
from whom such information was obtained, when this information was obtained, the
means by which such information was obtained, and the basis for the inspector's
belief that such information is accurate and reliable.
Section 1.12. Opening and Closing of Polls. The time for the
opening and the closing of the polls for the matters to be voted upon at a
stockholder meeting shall be announced at the meeting by the presiding officer.
The inspector of the election shall be prohibited from accepting any ballots,
proxies or votes or any revocations thereof or changes thereto after the closing
of the polls, unless the Delaware Court of Chancery upon application by a
stockholder shall determine otherwise.
Section 1.13. Confidential Voting. (a) Proxies and ballots
that identify the votes of specific stockholders shall be kept in confidence by
the inspectors of election unless (i) there is an opposing solicitation with
respect to the election or removal of
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Directors, (ii) disclosure is required by applicable law, (iii) a stockholder
expressly requests or otherwise authorizes disclosure in relation to such
stockholder's vote, or (iv) the Corporation concludes in good faith that a bona
fide dispute exists as to the authenticity of one or more proxies, ballots or
votes, or as to the accuracy of any tabulation of such proxies, ballots or
votes.
(b) The inspectors of election and any authorized agents or
other persons engaged in the receipt, count and tabulation of proxies and
ballots shall be advised of this By-Law and instructed to comply herewith.
(c) The inspectors of election shall certify, to the best of
their knowledge based on due inquiry, that proxies and ballots have been kept in
confidence as required by this Section 1.13.
Section 1.14. No Stockholder Action by Written Consent. Any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of the stockholders
of the Corporation, and the ability of the stockholders to consent in writing to
the taking of any action is specifically denied.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. General Powers. Except as may otherwise be
provided by law, by the Certificate of Incorporation or by these By-Laws, the
property, affairs and business of the Corporation shall be managed by or under
the direction of the Board of Directors and the Board of Directors may exercise
all the powers of the Corporation.
Section 2.02. Number of Directors. Subject to the rights of
the holders of any class or series of preferred stock, if any, the number of
Directors shall be fixed from time to time exclusively pursuant to a resolution
adopted by a majority of the entire Board of Directors, but the Board of
Directors shall at no time consist of fewer than three (3) Directors.
Section 2.03. Classified Board; Election of Directors. The
Directors of the Corporation, subject to the rights of the holders of shares of
any class or series of preferred stock, shall be classified with respect to the
time for which they severally hold office, into three classes, as nearly equal
in number as possible, one class ("Class I") whose term expires at the 2000
annual meeting stockholders, another class ("Class II")
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whose term expires at the 2001 annual meeting of stockholders, and another class
("Class III") whose term expires at the 2002 annual meeting of stockholders,
with each class to hold office until its successors are elected and qualified.
Except as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, at each
annual meeting of stockholders of the Corporation, and subject to the rights of
the holders of shares of any class or series of preferred stock, the successors
of the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.
Section 2.04. Annual and Regular Meetings. The annual meeting
of the Board of Directors for the purpose of electing officers and for the
transaction of such other business as may come before the meeting shall be held
as soon as practicable following adjournment of the annual meeting of the
stockholders. Notice of such annual meeting of the Board of Directors need not
be given. The Board of Directors from time to time may by resolution provide for
the holding of regular meetings and fix the place (which may be within or
without the State of Delaware) and the date of such meetings. Notice of regular
meetings need not be given; provided, however, that if the Board of Directors
shall fix or change the time or place of any regular meeting, notice of such
action shall be mailed promptly, or sent by telephone, including a voice
messaging system or other system or technology designed to record and
communicate messages, telegraph, facsimile, electronic mail or other electronic
means, to each Director who shall not have been present at the meeting at which
such action was taken, addressed or transmitted to him or her at such Director's
usual place of business, or shall be delivered or transmitted to him or her
personally. Notice of such action need not be given to any Director who attends
the first regular meeting after such action is taken without protesting the lack
of notice to him or her, prior to or at the commencement of such meeting, or to
any Director who submits a signed waiver of notice, whether before or after such
meeting.
Section 2.05. Special Meetings; Notice. Special meetings of
the Board of Directors shall be held whenever called by the Chairman or the
Chief Executive Officer (or, in the event of the Chief Executive Officer's
absence or disability, by the President or any Officer Director) or by the
Secretary pursuant to a resolution approved by a majority of the entire Board of
Directors, at such place (within or without the State of Delaware), date and
hour as may be specified in the respective notices or waivers of notice of such
meetings. Special meetings of the Board of Directors may be called on
twenty-four (24) hours' notice, if notice is given to each Director personally
or by telephone, including a voice messaging system, or other system or
technology designed to record and communicate messages, telegraph, facsimile,
electronic mail or other electronic means, or on five (5) days' notice, if
notice is mailed to each Director, addressed or transmitted to him or her at
such Director's usual place of business or other designated location. Notice of
any special meeting need not be given to any Director who attends such meeting
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without protesting the lack of notice to him or her, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting, and any business may be transacted
thereat.
Section 2.06. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the total number of Directors shall
constitute a quorum for the transaction of business. Except as otherwise
required by law, the vote of a majority of the Directors present at any meeting
at which a quorum is present shall be the act of the Board of Directors.
Section 2.07. Adjournment. A majority of the Directors
present, whether or not a quorum is present, may adjourn any meeting of the
Board of Directors to another time or place. No notice need be given of any
adjourned meeting unless the time and place of the adjourned meeting are not
announced at the time of adjournment, in which case notice conforming to the
requirements of Section 2.05 of these By-Laws shall be given to each Director.
Section 2.08. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent thereto in
writing, and such writing or writings are filed with the minutes of proceedings
of the Board of Directors.
Section 2.09. Regulations; Manner of Acting. To the extent
consistent with applicable law, the Certificate of Incorporation and these
By-Laws, the Board of Directors may adopt such rules and regulations for the
conduct of meetings of the Board of Directors and for the management of the
property, affairs and business of the Corporation as the Board of Directors may
deem appropriate. The Directors shall act only as a Board and the individual
Directors shall have no power as such.
Section 2.10. Action by Telephonic Communications. Members of
the Board of Directors may participate in any meeting of the Board of Directors
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in any meeting pursuant to this provision shall constitute
presence in person at such meeting.
Section 2.11. Resignations. Any Director may resign at any
time by delivering a written notice of resignation, signed by such Director, to
the Chairman or the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
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Section 2.12. Removal of Directors. Subject to the rights of
the holders of any class or series of preferred stock, if any, to elect
additional Directors under specified circumstances, any Director may be removed
at any time, but only for cause, upon the affirmative vote of the holders of a
majority of the combined voting power of the then outstanding stock of the
Corporation entitled to vote generally in the election of Directors. Any vacancy
in the Board of Directors caused by any such removal may be filled at such
meeting by the stockholders entitled to vote for the election of the Director so
removed. A Director filling any such vacancy shall be of the same class as that
of the Director whose removal created such vacancy and shall hold office until
such Director's successor shall have been elected and qualified or until such
Director's earlier death, resignation or removal. If such stockholders do not
fill such vacancy at such meeting, such vacancy may be filled in the manner
provided in Section 2.13 of these By-Laws.
Section 2.13. Vacancies and Newly Created Directorships.
Subject to the rights of the holders of any class or series of preferred stock,
if any, to elect additional Directors under specified circumstances, and except
as provided in Section 2.12, if any vacancies shall occur in the Board of
Directors, by reason of death, resignation, removal or otherwise, or if the
authorized number of Directors shall be increased pursuant to Section 2.02
hereof, the Directors then in office shall continue to act, and such vacancies
and newly created directorships may be filled by a majority of the Directors
then in office, although less than a quorum. Any Director filling a vacancy
shall be of the same class as that of the Director whose death, resignation,
removal or other event caused the vacancy, and any Director filling a newly
created directorship shall be of the class specified by the Board of Directors
at the time the newly created directorships were created. A Director elected to
fill a vacancy or a newly created directorship shall hold office until such
Director's successor has been elected and qualified or until such Director's
earlier death, resignation or removal.
Section 2.14. Compensation. The amount, if any, which each
Director shall be entitled to receive as compensation for such Director's
services as such shall be fixed from time to time by the Board of Directors.
Section 2.15. Reliance on Accounts and Reports, etc. A
Director, and any member of any committee designated by the Board of Directors
shall, in the performance of such Director's duties, be fully protected in
relying in good faith upon the records of the Corporation and upon information,
opinions, reports or statements presented to the Corporation by any of the
Corporation's officers or employees, or committees designated by the Board of
Directors, or by any other person as to the matters the member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.
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ARTICLE III
BOARD COMMITTEES
Section 3.01. How Constituted. The Board of Directors may
designate one or more Committees, including an Executive Committee, an Audit
Committee, a Compensation Committee, a Nominating and Corporate Governance
Committee and a Corporate Social Responsibility Committee, each such Committee
to consist of such number of Directors as from time to time may be fixed by the
Board of Directors. Thereafter, members of each such Committee may be designated
from time to time by the Board of Directors. Any such Committee may be abolished
or re-designated from time to time by the Board of Directors.
Section 3.02. Committee Powers. (a) Executive Committee.
During the intervals between the meetings of the Board of Directors, the
Executive Committee, except as otherwise provided in this section, and subject
to the provisions of the Certificate of Incorporation, shall have and may
exercise the powers and authority of the Board of Directors in the management of
the property, affairs and business of the Corporation, including the power to
declare dividends.
(b) Audit Committee. The Audit Committee, except as otherwise
provided in any resolution of the Board of Directors, shall have and may
exercise the authority of the Board of Directors: to recommend to the Board of
Directors the selection of the Corporation's independent certified public
accountants; to review the scope, plans and results relating to the internal and
external audits of the Corporation and its financial statements; to review the
financial condition of the Corporation; to monitor and evaluate the integrity of
the Corporation's financial reporting processes and procedures; to assess the
significant business and financial risks and exposures of the Corporation and to
evaluate the adequacy of the Corporation'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; and to review the Corporation's policies on ethical business
conduct and monitor compliance therewith.
(c) Compensation Committee. The Compensation Committee, except
as otherwise provided in any resolution of the Board of Directors, shall have
and may exercise all the authority of the Board of Directors with respect to
compensation, benefits and personnel administration of the employees of the
Corporation; shall nominate persons for election or appointment by the Board of
Directors of all principal officers (as determined by the Committee) and such
other officers as the Committee may determine to elect or appoint as officers;
shall evaluate the performance and recommend to the Board of Directors the
compensation of such principal officers and such other officers as
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the Committee may determine; may elect or appoint officers as provided in
Sections 4.01 and 4.02 of these By-Laws; and may recommend to the Board of
Directors any plan to issue options for the purchase of shares of the
Corporation's stock to its officers or employees and those of its subsidiaries.
(d) Nominating and Corporate Governance Committee. The
Nominating and Corporate Governance Committee, except as otherwise provided in
any resolution of the Board of Directors, shall make recommendations to the
Board of Directors with respect to electing Directors and filling vacancies on
the Board of Directors, shall review and make recommendations to the Board of
Directors with respect to the organization, structure, size, composition and
operation of the Board of Directors and its Committees, including, but not
limited to, the compensation for non-employee directors, may recommend to the
Board of Directors any plan to issue options for the purchase of shares of the
Corporation's stock to its non-employee directors, and shall review and make
recommendations with respect to other corporate governance matters and matters
that relate to the Corporation's status as a publicly-traded company.
(e) Corporate Social Responsibility Committee. The Corporate
Social Responsibility Committee, except as otherwise provided in any resolution
of the Board of Directors, shall exercise general supervision of the
Corporation's charitable contributions, public benefit programs, and other
corporate responsibility matters.
(f) Other Committees. Each other Committee, except as
otherwise provided in this section, shall have and may exercise such powers of
the Board of Directors as may be provided by resolution or resolutions of the
Board of Directors.
(g) Limitations on Committee Authority. None of the Executive
Committee, the Audit Committee, the Compensation Committee, the Nominating and
Corporate Governance Committee, the Corporate Social Responsibility Committee or
any such other Committee shall have the power or authority:
(i) to approve, adopt or recommend to the stockholders, any
action or matter expressly required by applicable law, the Certificate
of Incorporation or the rules of any exchange on which the shares of
the Corporation are traded, to be submitted to stockholders for
approval; or
(ii) to adopt, amend or repeal the By-Laws of the Corporation.
The Executive Committee shall have, and any such other Committee may be granted
by the Board of Directors, power to authorize the seal of the Corporation to be
affixed to any or all papers which may require it.
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Section 3.03. Proceedings. Each Committee may, subject to
approval of the Board of Directors, adopt a charter specifying its scope of
responsibility and may fix its own rules of procedure and may meet at such place
(within or without the State of Delaware), at such time and upon such notice, if
any, as it shall determine from time to time. Each Committee shall keep minutes
of its proceedings and shall report such proceedings to the Board of Directors
at the meeting of the Board of Directors next following any such proceedings.
Section 3.04. Quorum and Manner of Acting. Except as may be
otherwise provided in the resolution creating such Committee, at all meetings of
any Committee the presence of members constituting a majority of the total
membership of such Committee shall constitute a quorum for the transaction of
business. The act of the majority of the members present at any meeting at which
a quorum is present shall be the act of such Committee. Any action required or
permitted to be taken at any meeting of any such Committee may be taken without
a meeting, if all members of such Committee shall consent to such action in
writing and such writing or writings are filed with the minutes of the
proceedings of the Committee. The members of any such Committee shall act only
as a Committee, and the individual members of such Committee shall have no power
as such.
Section 3.05. Action by Telephonic Communications. Members of
any Committee designated by the Board of Directors may participate in a meeting
of such Committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting.
Section 3.06. Resignations. Any member of any Committee may
resign at any time by delivering a written notice of resignation, signed by such
member, to the Chairman or the President. Unless otherwise specified therein,
such resignation shall take effect upon delivery.
Section 3.07. Removal. Any member of any Committee may be
removed from the position as a member of such Committee at any time, either for
or without cause, by resolution adopted by a majority of the whole Board of
Directors.
Section 3.08. Vacancies. If any vacancy shall occur in any
Committee, by reason of death, resignation, removal or otherwise, the remaining
members shall continue to act, and any such vacancy may be filled by the Board
of Directors.
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ARTICLE IV
OFFICERS
Section 4.01. Number. The officers of the Corporation shall be
elected by the Board of Directors and shall be a Chairman, Chief Executive
Officer, President, one or more Vice Presidents, a Chief Financial Officer, a
Secretary, a Treasurer, a Controller and a General Counsel. The Board of
Directors may appoint such other officers as it may deem appropriate, provided
that officers of the rank of Vice-President and below may be appointed by the
Compensation Committee. Such other officers shall exercise such powers and
perform such duties as may be determined from time to time by the Board of
Directors, Chief Executive Officer or President. Any number of offices may be
held by the same person. No officer, other than the Chairman, need be a Director
of the Corporation.
Section 4.02. Election. Unless otherwise determined by the
Board of Directors, the officers of the Corporation shall be elected by the
Board of Directors at the annual meeting of the Board of Directors, and shall be
elected to hold office until the next succeeding annual meeting of the Board of
Directors. In the event of the failure to elect officers at such meeting,
officers may be elected at any regular or special meeting of the Board of
Directors. Officers of the rank of Vice-President and below may be elected by
the Compensation Committee. Each officer shall hold office until such officer's
successor has been elected and qualified, or until such officer's earlier death,
resignation or removal.
Section 4.03. Salaries. The salaries of all principal officers
(as determined by the Board of Directors) of the Corporation shall be fixed by
the Board of Directors.
Section 4.04. Removal and Resignation; Vacancies. Any officer
may be removed for or without cause at any time by the Board of Directors. Any
officer may resign at any time by delivering a written notice of resignation,
signed by such officer, to the Board of Directors or the Chief Executive
Officer. Unless otherwise specified therein, such resignation shall take effect
upon delivery. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise, shall be filled by the Board of Directors.
Section 4.05. Authority and Duties of Officers. The officers
of the Corporation shall have such authority and shall exercise such powers and
perform such duties as may be specified in these By-Laws, except that in any
event each officer shall exercise such powers and perform such duties as may be
required by law.
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Section 4.06. The Chairman. The Directors shall elect from
among the members of the Board of Directors a Chairman of the Board. The
Chairman shall have such duties and powers as set forth in these By-Laws or as
shall otherwise be conferred upon the Chairman from time to time by the Board of
Directors. The Chairman shall preside over all meetings of the Stockholders and
the Board of Directors.
Section 4.07. The Chief Executive Officer. The Chief Executive
Officer shall have general control and supervision of the policies and
operations of the Corporation. He or she shall manage and administer the
Corporation's business and affairs and shall also perform all duties and
exercise all powers usually pertaining to the office of a chief executive
officer of a corporation. The Chief Executive Officer shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
Section 4.08. The President. The President, subject to the
authority of the Chief Executive Officer (if the President is not the Chief
Executive Officer), shall have primary responsibility for, and authority with
respect to, the management of the day-to-day business and affairs of the
Corporation, to the extent prescribed by the Chief Executive Officer. The
President shall perform such other duties and have such other powers as the
Board of Directors or (if the President is not the Chief Executive Officer) the
Chief Executive Officer may from time to time prescribe.
Section 4.09. Absence or Disability of the Chief Executive
Officer. In the event of the absence of the Chief Executive Officer or in the
event of the Chief Executive Officer's inability to act, the officer, if any,
designated by resolution of the Board of Directors (or in the event there is
more than one such designated officer, then in the order of designation) shall
perform the duties of the Chief Executive Officer, and when so acting, shall
have all the powers and be subject to all the restrictions of the Chief
Executive Officer.
Section 4.10. Vice Presidents. The Vice Presidents shall have
such designations and shall perform such other duties and have such powers as
the Board of Directors, the Chief Executive Officer or the President may from
time to time prescribe.
Section 4.11. The Secretary. The Secretary shall keep or cause
to be kept a record of all the proceedings of the meetings of the stockholders
and of the Board of Directors, and shall cause all notices to be duly given in
accordance with the provisions of these By-Laws and as required by law. The
Secretary shall be the custodian of the records and of the seal of the
Corporation and cause such seal (or a facsimile thereof) to be affixed to
instruments when appropriate. The Secretary shall perform, in general, all
duties incident to the office of secretary and such other duties as may be
specified in these
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By-Laws or as may be assigned to him or her from time to time by the Board of
Directors, the Chief Executive Officer or the President.
Section 4.12. The Chief Financial Officer. The Chief Financial
Officer shall be the principal financial officer of the Corporation and shall
have responsibility for the financial affairs of the Corporation. The Chief
Financial Officer shall perform such other duties and exercise such other powers
as are normally incident to the office of chief financial officer and as may be
prescribed by the Board of Directors, the Chief Executive Officer or the
President.
Section 4.13. The Treasurer. The Treasurer shall have charge
and supervision over and be responsible for the moneys, securities, receipts and
disbursements of the Corporation, and shall keep or cause to be kept full and
accurate records of all receipts of the Corporation, and shall cause the moneys
and other valuable effects of the Corporation to be deposited in the name and to
the credit of the Corporation. The Treasurer shall cause the moneys of the
Corporation to be disbursed by checks or drafts upon the authorized depositaries
of the Corporation and cause to be taken and preserved proper vouchers for all
moneys disbursed. The Treasurer shall perform, in general, all duties incident
to the office of treasurer and such other duties as may be specified in these
By-Laws or as may be assigned to him or her from time to time by the Board of
Directors, the Chief Executive Officer, the President or the Chief Financial
Officer.
Section 4.14. The Controller. The Controller shall keep or
cause to be kept correct records of the business and transactions of the
Corporation. The Controller shall perform such other duties and exercise such
other powers as are normally incident to the office of controller and as may be
prescribed by the Board of Directors, the Chief Executive Officer or the
President.
Section 4.15. The General Counsel. The General Counsel shall
have responsibility for the legal affairs of the Corporation. The General
Counsel shall perform such other duties and exercise such other powers as are
normally incident to the office of general counsel and as may be prescribed by
the Board of Directors, the Chief Executive Officer or the President.
Section 4.16. Additional Officers. The Board of Directors from
time to time may delegate to any officer the power to appoint subordinate
officers and to prescribe their respective rights, terms of office, authorities
and duties. Any such officer may remove any such subordinate officer appointed
by him or her, for or without cause, but such removal shall be without prejudice
to the contractual rights of such subordinate officer or agent, if any, with the
Corporation.
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Section 4.17. Security. The Board of Directors may require any
officer, agent or employee of the Corporation to provide security for the
faithful performance of such officer's, agent's or employee's duties, in such
amount and of such character as may be determined from time to time by the Board
of Directors.
ARTICLE V
CAPITAL STOCK
Section 5.01. Certificates of Stock, Uncertificated Shares.
The shares of the Corporation may be either represented by certificates or
uncertificated shares, provided that the Board of Directors may provide by
resolution or resolutions that some or all of any or all classes or series of
the stock of the Corporation shall be uncertificated shares. Any resolution of
the Board of Directors providing for uncertificated shares shall not apply to
shares represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such resolution by the Board of
Directors, every holder of stock represented by certificates and, upon request,
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of, the Corporation, (i) by the Chief Executive
Officer, the President or a Vice President, and (ii) by the Chief Financial
Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, representing the number of shares registered in certificate form.
Such certificate shall be in such form as the Board of Directors may determine,
to the extent consistent with applicable law, the Certificate of Incorporation
and these By-Laws.
Section 5.02. Signatures; Facsimile. All of such signatures on
the certificate referred to in Section 5.01 of these By-Laws may be a facsimile,
engraved or printed, to the extent permitted by law. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon a certificate representing shares of the Corporation shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he or
she were such officer, transfer agent or registrar at the date of issue.
Section 5.03. Lost, Stolen or Destroyed Certificates. The
Board of Directors may direct that a new certificate be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon delivery to the Board of Directors of an affidavit of
the owner or owners of such certificate, setting forth such allegation. The
Board of Directors may require the owner of such lost, stolen or destroyed
certificate, or such owner's legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account
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of the alleged loss, theft or destruction of any such certificate or the
issuance of any such new certificate.
Section 5.04. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for
shares, duly endorsed or accompanied by appropriate evidence of succession,
assignment or authority to transfer, the Corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books. Within a reasonable time after the
transfer of uncertificated stock, the Corporation shall send to the registered
owner thereof a written notice containing the information required to be set
forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a)
of the General Corporation Law of the State of Delaware. Subject to the
provisions of the Certificate of Incorporation and these By-Laws, the Board of
Directors may prescribe such additional rules and regulations as it may deem
appropriate relating to the issue, transfer and registration of shares of the
Corporation.
Section 5.05. Record Date. (a) Stockholders Meetings. In order
to determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix, in
advance, a record date, which record date shall not precede the date on which
the resolution fixing the record date is adopted by the Board of Directors, and
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting. If no record date is fixed, the record
date for determining stockholders for any such purpose shall be the close of
business on the day next preceding the day on which notice of the meeting is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.
(b) Dividends and Other Distributions. In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights of the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty (60) days prior to such action. If no record date is fixed,
the record date for determining stockholders for any such purpose shall be at
the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
Section 5.06. Registered Stockholders. Prior to due surrender
of a certificate for registration of transfer, the Corporation may treat the
registered owner as
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the person exclusively entitled to receive dividends and other distributions, to
vote, to receive notice and otherwise to exercise all the rights and powers of
the owner of the shares represented by such certificate, and the Corporation
shall not be bound to recognize any equitable or legal claim to or interest in
such shares on the part of any other person, whether or not the Corporation
shall have notice of such claim or interests. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer if, when the certificates are presented
to the Corporation for transfer or uncertificated shares are requested to be
transferred, both the transferor and transferee request the Corporation to do
so.
Section 5.07. Transfer Agent and Registrar. The Board of
Directors may appoint one or more transfer agents and one or more registrars,
and may require all certificates representing shares to bear the signature of
any such transfer agents or registrars.
ARTICLE VI
INDEMNIFICATION
Section 6.01. Nature of Indemnity. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was or has agreed to become a director
or officer of the Corporation, or is or was serving or has agreed to serve at
the request of the Corporation as a director or officer, of another corporation,
partnership, joint venture, trust or other entity, or by reason of any action
alleged to have been taken or omitted in such capacity, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her or on his or her behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that his
or her conduct was unlawful; except that in the case of an action or suit by or
in the name of the Corporation to procure a judgment in its favor (1) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (2) no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses
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which the Delaware Court of Chancery or such other court shall deem proper.
Notwithstanding the foregoing, but subject to Section 6.05 of these By-Laws, the
Corporation shall not be obligated to indemnify a director or officer of the
Corporation in respect of a Proceeding (or such part thereof) instituted by such
director or officer, unless such Proceeding (or such part thereof) has been
authorized by the Board of Directors.
The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.
Section 6.02. Determination that Indemnification is Proper.
Unless ordered by a court, no indemnification of a present or former director or
officer of the Corporation under Section 6.01 hereof (unless ordered by a court)
shall be made by the Corporation if a determination is made that indemnification
of the present or former director or officer is not proper in the circumstances
because he or she has not met the applicable standard of conduct set forth in
Section 6.01 hereof.
Section 6.03. Advance Payment of Expenses. Expenses (including
attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount with interest, as determined by the Corporation, if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article. Such expenses
(including attorneys' fees) incurred by former directors and officers may be so
paid upon such terms and conditions, if any, as the Corporation deems
appropriate. The Board of Directors may authorize the Corporation's counsel to
represent such director or officer in any action, suit or proceeding, whether or
not the Corporation is a party to such action, suit or proceeding.
Section 6.04. Procedure for Indemnification of Directors and
Officers. Any indemnification of a director or officer of the Corporation under
Section 6.01, or advance of costs, charges and expenses to a director or officer
under Section 6.04 of these By-Laws, shall be made promptly, and in any event
within thirty (30) days, upon the written request of the director or officer. If
a determination by the Corporation that the director or officer is entitled to
indemnification pursuant to this Article VI is required, and the Corporation
fails to respond within sixty (60) days to a written request for indemnity, the
Corporation shall be deemed to have approved such request. If the Corporation
denies a written request for indemnity or advancement of expenses, in whole
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or in part, or if payment in full pursuant to such request is not made within
thirty (30) days, the right to indemnification or advances as granted by this
Article VI shall be enforceable by the director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing such person's right to indemnification or
advances, in whole or in part, in any such action shall also be indemnified by
the Corporation. It shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charges and expenses under
Section 6.03 of these By-Laws where the required undertaking, if any, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct set forth in Section 6.01 of these By-Laws, but the burden of proving
such defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, its independent legal counsel, and its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Section 6.01 of these By-Laws, nor the fact that there has been an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.
Section 6.05. Survival; Preservation of Other Rights. The
foregoing indemnification and advancement provisions shall be deemed to be a
contract between the Corporation and each director or officer who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the General Corporation Law of the State of Delaware are in effect
and any repeal or modification thereof shall not affect any right or obligation
then existing with respect to any state of facts then or previously existing or
any action, suit or proceeding previously or thereafter brought or threatened
based in whole or in part upon any such state of facts. Such a "contract right"
may not be modified retroactively without the consent of such director or
officer.
The indemnification and advancement provided by this Article
VI shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any by-law, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office, and, once an event has occurred with respect to which a Director or
Officer is or may be entitled to indemnification under this Article, such
entitlement shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 6.06. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was or has agreed to become
a director or officer of the Corporation, or is or was serving at the request of
the Corporation as a
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director or officer of another corporation, partnership, joint venture, trust or
other entity against any liability asserted against such person and incurred by
such person or on such person's behalf in any such capacity, or arising out of
such person's status as such, whether or not the Corporation would have the
power to indemnify him or her against such liability under the provisions of
this Article VI; provided that such insurance is available on acceptable terms,
which determination shall be made by the Chief Executive Officer.
Section 6.07. Severability. If this Article VI or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each director or
officer as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation, to the fullest extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated and to the fullest extent permitted by applicable law.
ARTICLE VII
OFFICES
Section 7.01. Registered Office. The registered office of the
Corporation in the State of Delaware shall be located at Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle.
Section 7.02. Other Offices. The Corporation may maintain
offices or places of business at such other locations within or without the
State of Delaware as the Board of Directors may from time to time determine or
as the business of the Corporation may require.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01. Dividends. Subject to any applicable provisions
of law and the Certificate of Incorporation, dividends upon the shares of the
Corporation may be declared by the Board of Directors at any regular or special
meeting of the Board of Directors and any such dividend may be paid in cash,
property or shares of the Corporation's capital stock.
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A member of the Board of Directors, or a member of any
committee designated by the Board of Directors shall be fully protected in
relying in good faith upon the records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation by any
of its officers or employees, or committees of the Board of Directors, or by any
other person as to matters the Director reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation, as to the value and amount
of the assets, liabilities and/or net profits of the Corporation, or any other
facts pertinent to the existence and amount of surplus or other funds from which
dividends might properly be declared and paid.
Section 8.02. Reserves. There may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
of Directors from time to time, in its absolute discretion, thinks proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall think conducive to the interests of the
Corporation, and the Board of Directors may similarly modify or abolish any such
reserve.
Section 8.03. Execution of Instruments. The Chief Executive
Officer, the President, any Vice President, the Secretary, the Chief Financial
Officer or the Treasurer may enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation. The Board of Directors
or the Chief Executive Officer may authorize any other officer or agent to enter
into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation. Any such authorization may be general or limited to
specific contracts or instruments.
Section 8.04. Corporate Indebtedness. No loan shall be
contracted on behalf of the Corporation, and no evidence of indebtedness shall
be issued in its name, unless authorized by the Board of Directors, the Chief
Executive Officer or the Chief Financial Officer. Such authorization may be
general or confined to specific instances. Loans so authorized may be effected
at any time for the Corporation from any bank, trust company or other
institution, or from any firm, corporation or individual. All bonds, debentures,
notes and other obligations or evidences of indebtedness of the Corporation
issued for such loans shall be made, executed and delivered as the Board of
Directors, the Chief Executive Officer or the Chief Financial Officer shall
authorize. When so authorized by the Board of Directors, the Chief Executive
Officer or the Chief Financial Officer, any part of or all the properties,
including contract rights, assets, business or good will of the Corporation,
whether then owned or thereafter acquired, may be mortgaged, pledged,
hypothecated or conveyed or assigned in trust as security for the payment of
such bonds, debentures, notes and other obligations or evidences of
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indebtedness of the Corporation, and of the interest thereon, by instruments
executed and delivered in the name of the Corporation.
Section 8.05. Deposits. Any funds of the Corporation may be
deposited from time to time in such banks, trust companies or other depositaries
as may be determined by the Board of Directors, the Chief Executive Officer, the
Treasurer or the Chief Financial Officer or by such officers or agents as may be
authorized by the Board of Directors or the Chief Executive Officer, the
Treasurer or the Chief Financial Officer to make such determination.
Section 8.06. Checks. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
agent or agents of the Corporation, and in such manner, as the Board of
Directors or the Chief Executive Officer from time to time may determine.
Section 8.07. Sale, Transfer, etc. of Securities. To the
extent authorized by the Board of Directors or by the Chief Executive Officer,
the President, any Vice President, the Secretary, the Chief Financial Officer or
the Treasurer or any other officers designated by the Board of Directors or the
Chief Executive Officer may sell, transfer, endorse, and assign any shares of
stock, bonds or other securities owned by or held in the name of the
Corporation, and may make, execute and deliver in the name of the Corporation,
under its corporate seal (if required), any instruments that may be appropriate
to effect any such sale, transfer, endorsement or assignment.
Section 8.08. Voting as Stockholder. Unless otherwise
determined by resolution of the Board of Directors, the Chief Executive Officer,
the President or any Vice President shall have full power and authority on
behalf of the Corporation to attend any meeting of stockholders of any
corporation in which the Corporation may hold stock, and to act, vote (or
execute proxies to vote) and exercise in person or by proxy all other rights,
powers and privileges incident to the ownership of such stock. Such officers
acting on behalf of the Corporation shall have full power and authority to
execute any instrument expressing consent to or dissent from any action of any
such corporation without a meeting. The Board of Directors may by resolution
from time to time confer such power and authority upon any other person or
persons.
Section 8.09. Fiscal Year. The fiscal year of the Corporation
shall commence on the first day of January of each year (except for the
Corporation's first fiscal year which shall commence on the date of
incorporation) and shall terminate in each case on December 31.
Section 8.10. Seal. The seal of the Corporation shall be
circular in form and shall contain the name of the Corporation, the year of its
incorporation and the words
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"Corporate Seal" and "Delaware". The form of such seal shall be subject to
alteration by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced, or may be used in any
other lawful manner.
ARTICLE IX
AMENDMENT OF BY-LAWS
Section 9.01. Amendment. These By-Laws may be amended, altered
or repealed:
(a) by resolution adopted by a majority of the Board of
Directors at any special or regular meeting of the Board of Directors
if, in the case of such special meeting only, notice of such amendment,
alteration or repeal is contained in the notice or waiver of notice of
such meeting; or
(b) at any regular or special meeting of the stockholders upon
the affirmative vote of the holders of three-fourths (3/4) or more of
the combined voting power of the outstanding shares of the Corporation
entitled to vote generally in the election of Directors if, in the case
of such special meeting only, notice of such amendment, alteration or
repeal is contained in the notice or waiver of notice of such meeting.
ARTICLE X
CONSTRUCTION
Section 10.01. Construction. In the event of any conflict
between the provisions of these By-Laws as in effect from time to time and the
provisions of the Certificate of Incorporation of the Corporation as in effect
from time to time, the provisions of such Certificate of Incorporation shall be
controlling.
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Exhibit G to the Plan of Reorganization
AMENDED AND RESTATED
BY-LAWS OF METROPOLITAN LIFE INSURANCE COMPANY
ARTICLE I
SHAREHOLDERS
Section 1.1 Annual Meetings. The annual meeting of the shareholders
of the corporation for the election of directors and for the transaction of such
other business as properly may come before such meeting shall be held on the
fourth Tuesday of April, or otherwise, within 60 days thereafter, as the Board
may determine, provided that the Superintendent of Insurance of the State of New
York (or any governmental officer, body or authority that succeeds the
Superintendent as the primary regulator of the corporation's insurance business
under applicable law) is given notice of the date determined by the Board prior
to such date, at such place, either within or without the State of New York, as
may be fixed from time to time by resolution of the Board and set forth in the
notice or waiver of notice of the meeting.
Section 1.2 Special Meetings. Special meetings of the shareholders
may be called at any time by the Chief Executive Officer (or, in the event of
such Chief Executive Officer's absence or disability, by the President), or by
the Board. A special meeting shall be called by the Chief Executive Officer (or,
in the event of such Chief Executive Officer's absence or disability, by the
President), or by the Secretary, immediately upon receipt of a written request
therefor by shareholders holding in the aggregate not less than 25% of the
outstanding shares of the corporation at the time entitled to vote at any
meeting of the shareholders, which request shall state the purpose or purposes
of such meeting. If such officers shall fail to call such meeting within 20 days
after receipt of such request, any shareholder executing such request may call
such meeting. Such special meetings of the shareholders shall be held at such
places, within or without the State of New York, as shall be specified in the
respective notices or waivers of notice thereof.
Section 1.3 Notice of Meetings. The Secretary or any Assistant
Secretary shall cause written notice of the place, date and hour of each meeting
of the shareholders, and, in the case of a special meeting, the purpose or
purposes for which such meeting is called and by or at whose direction such
notice is being issued, to be given personally or by first class mail, not fewer
than ten nor more than sixty days before the date of the meeting.
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No notice of any meeting of shareholders need be given to any
shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the shareholders need be
specified in a written waiver of notice. The attendance of any shareholder, in
person or by proxy, at a meeting of shareholders shall constitute a waiver of
notice of such meeting, except when the shareholder attends a meeting for the
express purpose of objecting, prior to the conclusion of the meeting, to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 1.4 Quorum. Except as otherwise required by law or by the
Charter, the presence in person or by proxy of the holders of record of a
majority of the votes of shares entitled to vote at any meeting of shareholders
shall constitute a quorum for the transaction of business at such meeting. When
a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any shareholders.
Section 1.5 Voting. Every holder of record of shares entitled to vote
at a meeting of shareholders shall be entitled to one vote for each share
standing in such shareholder's name on the books of the corporation on the
record date set therefor. Except as otherwise required by law or by the Charter
or by Section 1.7 hereof (regarding the election of directors), any corporate
action shall be authorized by a majority of the votes cast in favor of or
against such action by the holder of record of shares represented at any meeting
at which a quorum is present. An abstention shall not constitute a vote cast.
Section 1.6 Proxies. Every shareholder entitled to vote at any
meeting of the shareholders or to express consent to or dissent from corporate
action without a meeting may, in any legally valid manner, authorize another
person or persons to vote at any such meeting and express such consent or
dissent for such shareholder by proxy. No such proxy shall be voted or acted
upon after the expiration of eleven months from the date of such proxy, unless
such proxy provides for a longer period. Every proxy shall be revocable at the
pleasure of the shareholder executing it, except in those cases where applicable
law provides that a proxy shall be irrevocable.
Section 1.7 Election and Term of Directors. The directors shall be
elected at each annual meeting of the shareholders to hold office until the next
annual meeting of shareholders. Each director shall hold office until the
expiration of the term for which he or she is elected and until such director's
successor has been duly elected and qualified, or until his or her earlier
death, resignation or removal. At each annual meeting of the share holders of
the corporation, at which a quorum is present, the directors shall be elected by
a plurality of the votes cast by the holders of shares entitled to vote in such
election.
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Section 1.8 Organization; Procedure. The Board shall determine whom
from among the officer directors shall preside at the meeting of shareholders.
The order of business and all other matters of procedure at every meeting of
shareholders may be determined by such presiding officer. The Secretary, or in
the event of the Secretary's absence or disability, an Assistant Secretary or,
in the Assistant Secretary's absence, an appointee of the presiding officer,
shall act as Secretary of the meeting.
Section 1.9 Consent of Shareholders in Lieu of Meeting. Whenever the
vote of shareholders at a meeting thereof is required or permitted to be taken
for or in connection with any corporate action, by law, by the Charter or by
these By-Laws, the meeting and vote of shareholders may be dispensed with, if
all of the shareholders who would have been entitled to vote upon the action if
such meeting were held shall consent in writing to such corporate action being
taken.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1 Regular Board Meetings. Regular meetings of the Board for
the transaction of any business shall be held at such times and places, either
within or without the State of New York, as may be fixed from time to time by
resolution of the Board; provided, however, that at least one regular meeting of
the Board shall be held in each calendar year. One regular meeting of the Board
in each calendar year shall be designated as the Annual Organization Meeting.
Except as otherwise required by law or these ByLaws, notice of regular meetings
need not be given.
Section 2.2 Special Board Meetings, Waiver of Notice. Special
meetings of the Board shall be held whenever called by the chief executive
officer or by any three directors. Notice of each such special meeting shall be
mailed to each director at such director's residence or usual place of business
or other address filed with the Secretary for such purpose, or shall be sent to
such director by any form of telecommunication, or be delivered or given to such
director personally or by telephone, not later than the second day preceding the
day on which such meeting is to be held. Notice of any meeting of the Board need
not, however, be given to any director who submits a signed waiver of notice,
whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice. Every such
notice shall state the time, place and purpose of the meeting.
Section 2.3 Participation by Telephone. Any one or more members of
the Board or any committee thereof may participate in any meeting of the Board
or such committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time.
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Participation by such means shall constitute presence in person at a meeting of
the Board or such committee for quorum and voting purposes.
Section 2.4 Action Without a Meeting. Any action which is required or
permitted to be taken by the Board or any committee thereof may be taken without
a meeting if all members of the Board or such committee consent in writing to
the adoption of a resolution authorizing the action; provided, however, that the
Annual Organization Meeting of the Board may not be conducted by such unanimous
written consent. The resolution and the written consents thereto by the members
of the Board or such committee shall be filed with the minutes of the
proceedings of the Board or committee.
Section 2.5 Number, Quorum and Adjournments. The Board shall consist
of not less than thirteen directors (except for vacancies temporarily unfilled)
nor more than thirty directors, as may be determined by the Board by resolution
adopted by a majority of the authorized number of directors immediately prior to
any such determination. The authorized number of directors of the corporation
may be increased or decreased at any time by a vote of the majority of the
authorized number of directors immediately prior to such vote; provided,
however, that no such decrease in the authorized number of directors shall
shorten the term of any incumbent director. Not less than one-third of the
directors shall be persons who are not officers or employees of the corporation
or of any entity controlling, controlled by, or under common control with the
corporation and who are not beneficial owners of a controlling interest in the
voting stock of the corporation or any such entity ("Outside Directors"). At any
meeting of the Board, the presence of at least a majority of the authorized
number of directors, at least one of whom shall be an Outside Director, shall
constitute a quorum for the transaction of business. Except as otherwise
provided by law or these By-Laws, the vote of a majority of the directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the Board. A majority of the directors present, whether or not a
quorum shall be present, may adjourn any meeting. Notice of the time and place
of an adjourned meeting of the Board shall be given if and as determined by a
majority of the directors present at the time of the adjournment.
Section 2.6 Presiding Officer. The Board shall determine whom from
among the officer directors shall preside at meetings of the Board. In the event
of the absence or disability of all such officer directors, the Board shall
select one of its members present to preside.
Section 2.7 Board Vacancies. Any vacancy in the Board, including any
vacancy resulting from any increase in the authorized number of directors or the
removal of any director, except a removal of a director without cause, shall be
filled by a vote of the Board until the next annual meeting of shareholders of
the corporation and until such director's successor shall have been elected and
qualified; provided, however, that if the
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number of directors then in office is less than a quorum, any vacancy may be
filled by a vote of a majority of directors then in office.
ARTICLE III
COMMITTEES
Section 3.1 Standing Committees. The Board shall have the following
standing committees, each consisting of not less than five directors, as shall
be determined by the Board:
Executive Committee
Investment Committee
Compensation Committee
Audit Committee
Nominating and Corporate Governance Committee
Section 3.2 Designation of Members and Chairmen of Standing
Committees. At its first meeting following the annual meeting of shareholders of
the corporation, the Board shall, by resolution adopted by a majority of the
then authorized number of directors, designate from among the directors the
members of the standing committees and from among the members of each such
committee a chairman thereof, which members shall serve as such, at the pleasure
of the Board, so long as they shall continue in office as directors, until the
meeting following the next annual meeting of shareholders of the corporation and
thereafter until the appointment of their successors. Each member of the Audit
Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee shall be an Outside Director, and not less than one-third
of the members of each other committee shall be Outside Directors. The Board may
by similar resolution designate one or more directors as alternate members of
such committees, who may replace any absent member or members at any meeting of
such committees; provided, however, that the membership of the committee shall
satisfy the preceding sentence following such designation. Vacancies in the
membership or chairmanship of any standing committee may be filled in the same
manner as original designations at any regular or special meeting of the Board,
and the chief executive officer may designate from among the remaining members
of any standing committee whose chairmanship is vacant a chairman who shall
serve until a successor is designated by the Board.
Section 3.3 Notices of Times of Meetings of Standing Committees and
Presiding Officers. Meetings of each standing committee shall be held upon call
of the chief executive officer, or upon call of the chairman of such standing
committee or two members of such standing committee. Meetings of each standing
committee may also be held at such other times as it may determine. Meetings of
a standing committee shall be
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held at such places and upon such notice as it shall determine or as shall be
specified in the calls of such meetings. Any such chairman, if present, or such
member or members of each committee as may be designated by the chief executive
officer, shall preside at meetings thereof or, in the event of the absence or
disability of any thereof or failing such designation, the committee shall
select from among its members present a presiding officer.
Section 3.4 Quorum. At each meeting of any standing committee there
shall be present to constitute a quorum for the transaction of business at least
a majority of the members but in no event less than three members, at least one
of whom shall be an Outside Director. Subject to the preceding sentence, any
alternate member who is replacing an absent member shall be counted in
determining whether a quorum is present. The vote of a majority of the members
present at a meeting of any standing committee at the time of the vote, if a
quorum is present at such time, shall be the act of such committee.
Section 3.5 Standing Committee Minutes. Each of the standing
committees shall keep minutes of its meetings which shall be reported to the
Board at its regular meetings and, if called for by the Board, at any special
meeting.
Section 3.6 Executive Committee. The Executive Committee shall make
recommendations to the Board with respect to the policyholder dividend and
surplus policies and practices of the corporation and, during the intervals
between meetings of the Board, except as otherwise provided in Section 3.12,
shall have and may exercise the authority of the Board in the management of the
property, business and affairs of the corporation, including the authority to
declare dividends in respect of the corporation's stock.
Section 3.7 Investment Committee. The Investment Committee, subject
to and as may be provided in any resolution of the Board, shall have and may
exercise the authority of the Board with respect to the management of the assets
of the corporation, including purchases and sales thereof, the manner of
designating depositaries for all monies received by the corporation, which shall
be deposited in the name of the corporation, and the manner of disposition of
the funds of the corporation so deposited.
Section 3.8 Compensation Committee. The Compensation Committee shall
recommend to the Board the selection of all principal officers (as determined by
the Committee) and such other officers as the Committee may determine to elect
or appoint as officers, shall evaluate the performance and recommend to the
Board the compensation of such principal officers and such other officers as the
Committee may determine, and shall recommend to the Board any plan to issue
options for the purchase of shares of the corporation's stock to its officers or
employees. Except as otherwise provided in any resolution of the Board, the
Committee shall have and may exercise all the authority of the Board with
respect to compensation, benefits and personnel administration of the
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employees of the corporation and may elect or appoint officers as provided in
Section 4.2 of these By-Laws.
Section 3.9 Audit Committee. The Audit Committee shall have and may
exercise the authority of the Board: to recommend to the Board the selection of
the corporation's independent certified public accountants; to review the scope,
plans and results relating to the internal and external audits of the
corporation and its financial statements; and to review the financial condition
of the corporation. Except as otherwise provided in any resolution of the Board,
the Committee shall have and may exercise the authority of the Board: to monitor
and evaluate the integrity of the corporation's financial reporting processes
and procedures; to assess the significant business and financial risks and
exposures of the corporation and to evaluate the adequacy of the corporation'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; and to review the corporation's
policies on ethical business conduct and monitor compliance therewith.
Section 3.10 Nominating and Corporate Governance Committee. The
Nominating and Corporate Governance Committee shall nominate candidates for
Director for election by shareholders and for filling vacancies on the Board,
and may recommend to the Board any plan to issue options for the purchase of
shares of the corporation's stock to its non-employee directors. Except as
otherwise provided in any resolution of the Board, the Committee shall review
and make recommendations to the Board with respect to the organization,
structure, size, composition and operation of the Board and its Committees,
including, but not limited to, the compensation for non-employee directors and
shall review and make recommendations with respect to other corporate governance
matters and matters that relate to the corporation's status as a member of a
publicly-traded group of companies.
Section 3.11 Special Committees. The Board may, by resolution adopted
by a majority of the then authorized number of directors, designate special
committees, each consisting of three or more directors of the corporation, which
committees, except as otherwise prescribed by law or by Section 3.12, shall have
and may exercise the authority of the Board to the extent provided in the
resolutions designating such committees. Nothing herein shall be deemed to
prevent the chief executive officer from appointing one or more special
committees of directors for the purpose of advising the chief executive officer;
provided, however, that no such committee shall have or may exercise any
authority of the Board.
Section 3.12 Limitations of the Authority of Committees.
Notwithstanding any other provisions of these By-Laws, no committee shall have
authority as to the following matters:
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(1) the submission to shareholders of any action that needs
shareholder approval under applicable law;
(2) the filling of vacancies in the Board or in any committee;
(3) the fixing of compensation of the directors for serving on the
Board or on any committee;
(4) the amendment or repeal of these By-Laws or adoption of new
By-Laws; and
(5) the amendment or repeal of any resolution of the Board which by
its terms shall not be so amendable or repealable.
ARTICLE IV
OFFICERS
Section 4.1 Chief Executive Officer. The Board shall determine whom
from among the officer directors shall act as Chief Executive Officer.
Subject to the control of the Board and to the extent not otherwise
prescribed by these By-Laws, the Chief Executive Officer shall supervise the
carrying out of the policies adopted or approved by the Board, shall manage the
business of the Company and shall possess such other powers and perform such
other duties as may be incident to the office of chief executive officer.
Section 4.2 Other Officers. In addition to the Chief Executive
Officer, the Board shall elect or appoint a Chairman, a President, one or more
Vice-Presidents, a Chief Financial Officer, a Secretary, a Treasurer, a
Controller and a General Counsel, and such other officers as it may deem
appropriate, except that officers of the rank of Vice-President and below may be
elected or appointed by the Compensation Committee of the Board. Officers other
than the Chief Executive Officer shall have such powers and perform such duties
as may be authorized by these By-Laws or by or pursuant to authorization of the
Board or the Chief Executive Officer.
All officers shall hold office at the pleasure of the Board.
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ARTICLE V
EXECUTION OF PAPERS
Section 5.1 Instruments. Any officer, or any employee or agent
designated for the purpose by the Chief Executive Officer, or a designee of the
Chief Executive Officer, shall have power to execute all instruments in writing
necessary or desirable for the corporation to execute in the transaction and
management of its business and affairs (including, without limitation, contracts
and agreements, transfers of bonds, stocks, notes and other securities, proxies,
powers of attorney, deeds, leases, releases, satisfactions and instruments
entitled to be recorded in any jurisdiction, but excluding, to the extent
otherwise provided for in these By-Laws, authorizations for the disposition of
the funds of the corporation deposited in its name and policies, contracts,
agreements, amendments and endorsements of, for or in connection with insurance
or annuities) and to affix the corporate seal.
Section 5.2 Disposition of Funds. All funds of the corporation
deposited in its name shall be subject to disposition by check or other means,
in such manner as the Investment Committee may determine.
Section 5.3 Policies. All policies, contracts, agreements, amendments
and endorsements, executed by the corporation as insurer, of, for or in
connection with insurance or annuities shall bear such signature or signatures
of such officer or officers as may be designated for the purpose by the Board.
Section 5.4 Facsimile Signatures. All instruments necessary or
desirable for the corporation to execute in the transaction and management of
its business and affairs, including those set forth in Sections 5.2 and 5.3 of
these By-Laws, may be executed by use of or bear facsimile signatures as and to
the extent authorized by the Board or a committee thereof or the chief executive
officer. If any officer or employee whose facsimile signature has been placed
upon any form of instrument shall have ceased to be such officer or employee
before an instrument in such form is issued, such instrument may be issued with
the same effect as if such person had been such officer or employee at the time
of its issue.
ARTICLE VI
CAPITAL STOCK
Section 6.1 Certificates of Shares. Every holder of shares in the
corporation shall be entitled to have a certificate (unless such shares shall be
uncertificated shares) signed by, or in the name of the corporation by (i) the
Chairman of the Board, the President or a Vice-President, and (ii) by the
Treasurer or an Assistant Treasurer, or the
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Amended and Restated By-Laws
Metropolitan Life Insurance Company
<PAGE> 153
Secretary or an Assistant Secretary, certifying the number of shares owned by
him or her in the corporation. Such certificate shall be in such form as the
Board may determine, to the extent consistent with applicable provisions of law,
the Charter and these By-Laws. Within a reasonable time after the issuance of
uncertificated shares, the corporation shall send to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates.
Section 6.2 Lost, Stolen or Destroyed Certificates. The Board may
direct that a new certificate be issued in place of any certificate previously
issued by the corporation alleged to have been lost, stolen or destroyed, upon
delivery to the Board of an affidavit of the owner or owners of such
certificate, setting forth such allegation. The Board may require the owner of
such lost, stolen or destroyed certificate, or such owner's legal
representative, to give the corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of any such new
certificate.
Section 6.3 Transfers of Stock; Registered Shareholders. Shares of
stock of the corporation shall be transferable only upon the books of the
corporation kept for such purpose upon surrender to the corporation or its
transfer agent or agents of a certificate (unless such shares shall be
uncertificated shares) representing shares, duly endorsed or accompanied by
appropriate evidence of succession, assignment or authority to transfer. Within
a reasonable time after the transfer of uncertificated shares, the corporation
shall send to the registered owner thereof a written notice containing the
information required to be set forth or stated on certificates.
The Board, subject to these By-laws, may make such rules, regulations
and conditions as it may deem expedient concerning the subscription for, issue,
transfer and registration of, shares of stock. Except as otherwise provided by
law, the corporation, prior to due presentment for registration of transfer, may
treat the registered owner of shares as the person exclusively entitled to vote,
to receive notifications, and otherwise to exercise all the rights and powers of
an owner.
Section 6.4 Record Date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
or corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of shares
or for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty days nor less than ten days
before the date of such meeting, nor more than fifty days prior to any other
action.
Section 6.5 Transfer Agent and Registrar. The Board may appoint one
or more transfer agents and one or more registrars, and may require all
certificates representing
G-10
Amended and Restated By-Laws
Metropolitan Life Insurance Company
<PAGE> 154
shares to bear the signature of any such transfer agents or registrar. The same
person may act as transfer agent and registrar for the corporation.
Section 6.6 Dividends. Subject to any applicable provisions of law
and the Charter, dividends or other distributions upon the outstanding shares of
the corporation may be declared by the Board at any regular or special meeting
of the Board, or by the Executive Committee as provided in Section 3.6, and any
such dividend or distribution may be paid in cash, property, bonds or shares of
the corporation, including the bonds or shares of other corporations, except as
limited by applicable law.
ARTICLE VII
GENERAL
Section 7.1 Indemnification of Directors and Officers. To the full
extent permitted by the laws of the State of New York, the corporation shall
indemnify any person made or threatened to be made a party to any action or
proceeding, whether civil or criminal, by reason of the fact that such person,
or such person's testator or intestate,
(1) is or was a director or officer of the corporation, or
(2) serves or served another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any
capacity at the request of the corporation, and also is or was a
director or officer of the corporation, against judgments,
fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred
in connection with or as a result of such action or
proceeding, or any appeal therein.
ARTICLE VIII
AMENDMENT OF BY-LAWS
Section 8.1 Amendments. These By-Laws or any of them may be amended,
altered or repealed by the Board at any regular or special meeting if written
notice setting forth the proposed amendment, alteration or repeal shall have
been mailed to all directors at least five days before the meeting or upon the
affirmative vote by the holders of a majority of the outstanding shares;
provided, however, that Section 7.1 of these By-Laws may not be amended, altered
or repealed by the Board or the shareholders so as to affect adversely any then
existing rights of any director or officer.
G-11
Amended and Restated By-Laws
Metropolitan Life Insurance Company
<PAGE> 155
EXHIBIT H to the Plan of Reorganization
CLOSED BLOCK ASSETS
MetLife has allocated $27,614.3 million of statutory invested assets,
including investment income due or accrued (the "Tagged Assets") to the Closed
Block as of December 31, 1998, consisting of Bonds and Commercial and
Agricultural Mortgages.
The total assets of the Closed Block as of December 31, 1998 are (in
millions):
1. Exhibit H Closed Block Assets .................. $27,437.5
(including due and accrued interest)
2. Gross Premium Due and Unpaid ................... 118.9
3. Policy Loans, including Accrued Interest ....... 3,818.2
4. Net Deferred Premiums .......................... 562.1
---------
Total .................................... $31,936.7
=========
The difference between the amount of allocated statutory invested assets
and the Closed Block Assets above will be addressed as part of the adjustment
that will be made to the Closed Block to make it current as of the operations
date of the Closed Block, as described in the Closed Block Memorandum.
<PAGE> 156
MetLife Ordinary Assets
<PAGE> 157
Legend
Asset Type
ABOB Asset Backed Bond
GNOB Govt Non Zero Coupon Bond
GZOB Govt Zero Coupon Bond
PBOB Public Bond
PROB Private Bond
CMO Collateralized Mortgage Obligation
CMBS Commercial Mortgage Backed Security
GNMA Govt National Mortgage Association Pass-Throughs
MBS Other Mortgage Backed Security
COMM Commercial Mortgage
FARM Agricultural Mortgage
RESD Residential Mortgage
Segment OO: MetLife Ordinary Life
IO: MetLife Industrial Life
RD: TNE Fund D
RL: TNE Loomis Fund
R5: TNE 5MA
FD: TNE Fund D
5M: TNE 5MA
RU: Additional Assets for TNE
<PAGE> 158
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued
Code Value Value Value Interest
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
C2174*AA1 CNS(NOVA SCOTIA)CO. 14,000,000 14,000,000 14,136,780 96,880
C5793#AB9 MCCAIN FINANCE(CANADA)LTD. 7,120,000 7,120,000 7,274,575 54,919
C8850#AB3 THOMSON CANADA LTD NTS 42,000,000 42,000,000 44,315,460 90,510
C8894#AA3 TOLKO INDS LTD SR FIXED RATE 10,000,000 10,000,000 9,460,000 242,708
C9528#AA5 WEST FRASER MILLS LTD BTD SR 15,000,000 15,000,000 15,676,350 3,517
F2938@AA3 ENTERPRISE MINIERE ET CHIMIQUE 8,000,000 8,000,000 9,190,000 30,827
F2938@AB1 ENTERPRISE MINIERE ET CHIMIQUE 15,000,000 15,000,000 16,614,750 541,370
F3994@AA2 GROUPEMENT GENERAL DE 5,000,000 5,000,000 5,293,800 13,383
G0348#AB6 ANGLIAN WTR PLC SR NTS 15,000,000 15,000,000 15,153,750 301,625
G0348#AD2 ANGLIAN WATER PLC 10,000,000 10,000,000 10,214,500 315,400
G0537#AA9 AVIS FINANCE COMPANY LIMITED 10,000,000 10,000,000 9,968,800 38,208
G0563#AA6 BACARDI-MARTINI LTD SER A SR 2,173,913 2,173,913 2,184,696 59,873
G06905A#3 BACARDI LTD SER A SR NTS 1,232,800 1,232,801 1,238,915 33,953
G0817#AA0 BENEFICIAL BANK PLC GTD SR NTS 25,000,000 25,000,000 25,290,250 809,528
G1108#AA6 BRITISH LAND CO PLC SR NTS 25,000,000 25,000,000 25,825,750 770,729
G1276FA#1 BOWTHORPE PLC SR NTS 5,000,000 5,000,000 5,165,350 56,460
G1413#AA6 CARCLO ENGINEERING GROUP PLC 4,800,000 4,800,000 4,750,224 908
G1611#AA6 CHARTER PLC 10,000,000 10,000,000 10,417,600 133,778
G1710#AA6 CHRISTIE'S INTERNATIONAL PLC 11,000,000 11,000,000 11,237,930 362,496
G2044@AA3 COMPASS GROUP PLC SR NTS 8,571,428 8,571,429 8,917,028 173,658
G2163#AA6 COOKSON GROUP PLC 15,000,000 15,000,000 15,636,750 172,250
G2478*AA0 DELTA PLC SR NTS 23,000,000 23,000,000 24,132,520 875,993
G2686#AB2 EMAP PLC SR NTS SERS B 9,000,000 9,000,000 9,617,850 183,138
G2686#AB2 EMAP PLC SR NTS SERS B 5,000,000 5,000,000 5,343,250 101,743
G2886#AA2 ELLIS & EVERARD PLC GTD NTS 8,500,000 8,500,000 8,633,450 177,697
G3144#AA8 FENNER INTERNATIONAL LTD SR NT 10,000,000 10,000,000 9,921,200 220,000
G3144#AB6 FENNER INTERNATIONAL LTD NTS 6,000,000 6,000,000 6,031,260 36,450
G3782#AF4 GLENCORE FINANCE (BERMUDA) LTD 10,000,000 10,000,000 10,345,000 327,275
G3850#AC8 GRANADA GROUP PLC 15,000,000 15,000,000 15,347,700 38,383
G3935#AA1 GREENALLS GROUP PLC GTD SR NTS 15,000,000 15,000,000 14,751,300 249,938
G4492#AA4 IAWS GROUP PLC GTD SR NTS 10,000,000 10,000,000 10,237,800 136,756
G4507@AA9 IWP U.K. HLDGS PLC GRTD SR NTS 10,000,000 10,000,000 10,613,500 68,711
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 2,650,000 2,517,212 3,189,487 53,000
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 88,687 88,687 106,742 1,774
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 91,406 91,407 110,014 1,828
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 75,083 75,083 90,368 1,502
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 99,979 99,980 120,333 2,000
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 80,844 80,844 97,302 1,617
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 86,048 86,048 103,566 1,721
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 91,138 91,138 109,692 1,823
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 97,005 97,005 116,753 1,940
G5712*AB7 MARLEY CAPITAL LTD. 15,000,000 15,000,000 14,763,750 173,083
G7420*AA8 RECKITT & COLMAN PLC 10,000,000 10,000,000 10,260,500 35,044
G7420*AB6 RECKITT & COLMAN PLC 10,000,000 10,000,000 10,303,000 35,467
G7496*AA7 RIT CAPITAL PARTNERS PLC 10,000,000 10,000,000 10,203,300 98,817
G7813#AA9 RUGBY GROUP PLC SR NTS 35,000,000 35,000,000 38,166,100 1,244,308
G7934#AA3 ST REGIS INTL LTD 12,000,000 12,000,000 12,094,560 111,230
G8344#AA5 SOMERFIELD PLC GRTD SR NOTES 12,000,000 12,000,000 13,773,480 415,367
G9053#AA4 CASSA DEPOSITI E PRESTITI NTS 10,500,000 10,500,000 11,631,165 142,450
N1717*AA5 CIDRERIE DE PAYS BAS BV SR NTS 9,000,000 9,000,000 9,045,630 100,650
N7391*AA5 POWELL DUFFRYN INTL FIN B V 5,000,000 4,950,168 5,026,000 84,500
P1702#AA6 CHIVOR S.A. 6,750,000 6,724,288 6,412,500 177,374
Q7495#AC9 RGC LTD SER C SR NT 10,000,000 10,000,000 10,346,700 33,244
RR1000142 MOROCCO TRANCHE A LOAN 7,830,000 6,876,408 6,577,200 64,616
RR1000142 MOROCCO TRANCHE A LOAN 9,720,000 8,987,669 8,164,800 80,213
RR1000142 MOROCCO TRANCHE A LOAN 6,000,000 5,328,065 5,040,000 49,515
RR1000142 MOROCCO TRANCHE A LOAN 9,000,000 7,764,345 7,560,000 74,272
T7017#AA9 PARMALAT S.P.A. 12,000,000 12,000,000 12,317,640 196,560
V2044*AA8 COMPAGNIE NATIONALE ROYAL AIR 12,192,327 12,188,328 12,711,354 340,804
Y3203#AA6 FIRST GAS HOLDINGS CORP. 2,138,400 2,138,400 1,389,960 51,190
Y3203#AA6 FIRST GAS HOLDINGS CORP. 356,400 356,400 231,660 8,532
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
CUSIP Issuer Nominal Nominal Maturity Asset
Code Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
C2174*AA1 CNS(NOVA SCOTIA)CO. 6.9200 6.9200 11/25/2007 PROB
C5793#AB9 MCCAIN FINANCE(CANADA)LTD. 7.1200 7.1200 11/22/2005 PROB
C8850#AB3 THOMSON CANADA LTD NTS 8.6200 8.6200 12/22/2001 PROB
C8894#AA3 TOLKO INDS LTD SR FIXED RATE 6.9900 6.9900 02/26/2004 PROB
C9528#AA5 WEST FRASER MILLS LTD BTD SR 8.4400 8.4400 06/30/2004 PROB
F2938@AA3 ENTERPRISE MINIERE ET CHIMIQUE 8.6700 8.6700 12/15/2004 PROB
F2938@AB1 ENTERPRISE MINIERE ET CHIMIQUE 7.5540 7.5540 07/09/2006 PROB
F3994@AA2 GROUPEMENT GENERAL DE 8.7600 8.7600 12/20/2001 PROB
G0348#AB6 ANGLIAN WTR PLC SR NTS 6.3500 6.3500 03/07/2006 PROB
G0348#AD2 ANGLIAN WATER PLC 6.8400 6.8400 01/15/2013 PROB
G0537#AA9 AVIS FINANCE COMPANY LIMITED 6.5500 6.5500 06/10/2003 PROB
G0563#AA6 BACARDI-MARTINI LTD SER A SR 6.6100 6.6100 08/01/2001 PROB
G06905A#3 BACARDI LTD SER A SR NTS 6.6100 6.6100 08/01/2001 PROB
G0817#AA0 BENEFICIAL BANK PLC GTD SR NTS 7.7200 7.7200 07/30/1999 PROB
G1108#AA6 BRITISH LAND CO PLC SR NTS 7.3500 7.3500 01/21/2007 PROB
G1276FA#1 BOWTHORPE PLC SR NTS 6.8900 6.8900 11/02/2003 PROB
G1413#AA6 CARCLO ENGINEERING GROUP PLC 6.8100 6.8100 06/30/2010 PROB
G1611#AA6 CHARTER PLC 6.8800 6.8800 10/21/2007 PROB
G1710#AA6 CHRISTIE'S INTERNATIONAL PLC 7.1900 7.1900 07/16/2007 PROB
G2044@AA3 COMPASS GROUP PLC SR NTS 8.0150 8.0150 09/30/2004 PROB
G2163#AA6 COOKSON GROUP PLC 6.8900 6.8900 11/01/2007 PROB
G2478*AA0 DELTA PLC SR NTS 7.8800 7.8800 07/07/2004 PROB
G2686#AB2 EMAP PLC SR NTS SERS B 8.0500 8.0500 03/28/2005 PROB
G2686#AB2 EMAP PLC SR NTS SERS B 8.0500 8.0500 03/28/2005 PROB
G2886#AA2 ELLIS & EVERARD PLC GTD NTS 7.1000 7.1000 03/15/2009 PROB
G3144#AA8 FENNER INTERNATIONAL LTD SR NT 6.6000 6.6000 03/01/2006 PROB
G3144#AB6 FENNER INTERNATIONAL LTD NTS 7.2900 7.2900 06/01/2012 PROB
G3782#AF4 GLENCORE FINANCE (BERMUDA) LTD 7.4100 7.4100 07/22/2004 PROB
G3850#AC8 GRANADA GROUP PLC 6.5800 6.5800 06/17/2005 PROB
G3935#AA1 GREENALLS GROUP PLC GTD SR NTS 6.4500 6.4500 03/28/2006 PROB
G4492#AA4 IAWS GROUP PLC GTD SR NTS 7.2400 7.2400 04/23/2006 PROB
G4507@AA9 IWP U.K. HLDGS PLC GRTD SR NTS 7.7300 7.7300 05/29/2007 PROB
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 12.9608 12.0000 11/01/2007 PROB
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 12.0000 12.0000 11/01/2007 PROB
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 12.0000 12.0000 11/01/2007 PROB
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 12.0000 12.0000 11/01/2007 PROB
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 12.0000 12.0000 11/01/2007 PROB
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 12.0000 12.0000 11/01/2007 PROB
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 12.0000 12.0000 11/01/2007 PROB
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 12.0000 12.0000 11/01/2007 PROB
G4611#AA0 INTERTEK TESTING SVCS LTD DEB 12.0000 12.0000 11/01/2007 PROB
G5712*AB7 MARLEY CAPITAL LTD. 6.7000 6.7000 04/29/2008 PROB
G7420*AA8 RECKITT & COLMAN PLC 6.6400 6.6400 12/12/2004 PROB
G7420*AB6 RECKITT & COLMAN PLC 6.7200 6.7200 12/12/2007 PROB
G7496*AA7 RIT CAPITAL PARTNERS PLC 7.2600 7.2600 05/12/2001 PROB
G7813#AA9 RUGBY GROUP PLC SR NTS 7.7100 7.7100 07/15/2006 PROB
G7934#AA3 ST REGIS INTL LTD 6.8100 6.8100 05/12/2000 PROB
G8344#AA5 SOMERFIELD PLC GRTD SR NOTES 7.3300 7.3300 07/11/2007 PROB
G9053#AA4 CASSA DEPOSITI E PRESTITI NTS 7.4000 7.4000 10/25/2008 PROB
N1717*AA5 CIDRERIE DE PAYS BAS BV SR NTS 6.6000 6.6000 04/30/2000 PROB
N7391*AA5 POWELL DUFFRYN INTL FIN B V 7.1130 6.7600 10/01/2003 PROB
P1702#AA6 CHIVOR S.A. 7.8263 7.6910 12/30/2001 PROB
Q7495#AC9 RGC LTD SER C SR NT 7.4800 7.4800 12/15/2008 PROB
RR1000142 MOROCCO TRANCHE A LOAN 7.8425 6.0630 01/01/2009 PBOB
RR1000142 MOROCCO TRANCHE A LOAN 7.1293 6.0630 01/01/2009 PBOB
RR1000142 MOROCCO TRANCHE A LOAN 7.6883 6.0630 01/01/2009 PBOB
RR1000142 MOROCCO TRANCHE A LOAN 8.0915 6.0630 01/01/2009 PBOB
T7017#AA9 PARMALAT S.P.A. 7.2800 7.2800 10/10/2007 PROB
V2044*AA8 COMPAGNIE NATIONALE ROYAL AIR 7.3520 7.3400 02/15/2004 PROB
Y3203#AA6 FIRST GAS HOLDINGS CORP. 8.1300 8.1300 09/30/2012 PROB
Y3203#AA6 FIRST GAS HOLDINGS CORP. 8.1300 8.1300 09/30/2012 PROB
</TABLE>
Page 2 of 141
<PAGE> 159
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued
Code Value Value Value Interest
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Y3203#AA6 FIRST GAS HOLDINGS CORP. 453,600 453,600 294,840 10,858
ZB0905222 BANCO NACIONAL COM EXT NTS 2,480,000 2,415,478 2,467,600 93,000
ZB1206315 YPF SOCIEDAD ANONIMA 6,000,000 6,000,000 6,187,500 81,667
ZB2263265 PETROLEOS MEXICANOS 2,000,000 1,905,952 1,620,000 46,764
ZB2273751 DISCO SA NTS 2,400,000 2,384,823 2,100,000 30,283
Z01081191 BOC GROUP PLC 15,000,000 14,806,852 15,071,250 812,708
Z40251409 ARGENTINA-BEAR-FRB 6,842,296 5,855,921 5,790,293 107,026
Z40251409 ARGENTINA-BEAR-FRB 4,512,221 4,028,089 3,818,467 70,580
Z40251409 ARGENTINA-BEAR-FRB 6,392,313 5,942,692 5,409,495 99,988
Z40251409 ARGENTINA-BEAR-FRB 10,340,000 9,221,049 8,750,225 161,737
Z40478432 REP OF ARGENTINA STEP-UP BDS 7,200,000 4,491,222 5,175,000 35,650
Z40486971 ARGENTINA DISC SERIES L-GL 11,000,000 7,461,736 8,098,750 57,421
Z40486971 ARGENTINA DISC SERIES L-GL 5,500,000 3,826,308 4,049,375 28,710
Z40486971 ARGENTINA DISC SERIES L-GL 5,500,000 3,846,865 4,049,375 28,710
Z40486971 ARGENTINA DISC SERIES L-GL 5,500,000 3,798,777 4,049,375 28,710
Z40537765 BMW US CAPITAL CORP EURO BOND 9,160,000 9,056,601 9,606,550 482,109
Z40537765 BMW US CAPITAL CORP EURO BOND 5,000,000 4,934,609 5,243,750 263,160
Z41763725 CABLE & WIRELESS PLC EURO DEB 8,200,000 7,991,830 8,379,416 22,208
Z42162679 CENTRAGAS 2,716,383 2,916,945 2,363,253 24,108
Z45083732 LECHTERS INC CVT BOND 1,000,000 886,752 810,000 13,056
Z45083732 LECHTERS INC CVT BOND 1,305,000 1,154,479 1,057,050 17,038
Z45855923 MEXICO DISC SERIES A 13,750,000 10,084,525 11,257,813 177,534
Z45872209 MEXICO DISC FLTG BRADY BOND 6,600,000 6,059,435 5,403,750 31,298
Z45872423 MEXICO DISC SERIES C 13,750,000 10,840,661 11,257,813 108,931
Z45872423 MEXICO DISC SERIES C 5,500,000 4,235,852 4,503,125 43,572
Z46098234 NATL PWR PLC EURO BD 5,000,000 4,915,387 5,090,650 26,042
Z46098234 NATL PWR PLC EURO BD 5,000,000 4,804,468 5,090,650 26,042
Z46828465 PHILIPPINES REPUBLIC 8,400,000 6,227,087 7,315,560 45,500
Z46828465 PHILIPPINES REPUBLIC 6,000,000 4,514,985 5,225,400 32,500
Z49242813 VENEZUELA FLIRB FLTG RATE BNDS 3,885,737 3,796,760 2,414,014 60,161
Z49242813 VENEZUELA FLIRB FLTG RATE BNDS 2,995,234 2,923,309 1,860,789 46,374
Z49242920 VENEZUELA FLIRB FLTG RATE BNDS 3,642,861 3,271,865 2,263,127 56,401
Z50404542 FORD MTR CRED MTN EURO 13,000,000 11,657,272 12,971,920 720,070
Z50404542 FORD MTR CRED MTN EURO 7,000,000 6,253,652 6,984,880 387,730
Z50404542 FORD MTR CRED MTN EURO 7,000,000 6,456,643 6,984,880 387,730
Z50706664 BANCO MEXT TRUST 1,960,000 2,185,663 1,979,600 18,988
Z50706664 BANCO MEXT TRUST 2,490,000 2,805,335 2,514,900 24,122
Z50757915 REP OF URUGUAY 13,250,000 10,969,462 11,395,000 370,172
Z51085233 FINANCIERA ENERG NACIONAL EMTN 6,000,000 6,114,611 5,040,000 25,000
Z51085233 FINANCIERA ENERG NACIONAL EMTN 3,290,000 3,405,135 2,763,600 13,708
Z51086421 PANAMA-PDI FLTG RATE NTS 59,755 59,755 44,742 1,837
Z51086421 PANAMA-PDI FLTG RATE NTS 93,152 93,152 69,748 2,864
Z51086421 PANAMA-PDI FLTG RATE NTS 60,944 60,945 45,632 1,874
Z51086421 PANAMA-PDI FLTG RATE NTS 41,298 41,299 30,922 1,270
Z51086421 PANAMA-PDI FLTG RATE NTS 56,057 56,057 41,973 1,724
Z51086421 PANAMA-PDI FLTG RATE NTS 37,987 37,987 28,443 1,168
Z51086421 PANAMA-PDI FLTG RATE NTS 4,250,000 3,212,675 3,182,188 130,688
Z51086421 PANAMA-PDI FLTG RATE NTS 2,920,493 2,437,844 2,186,719 89,805
Z51086421 PANAMA-PDI FLTG RATE NTS 5,821,723 4,494,584 4,359,015 179,018
Z51086421 PANAMA-PDI FLTG RATE NTS 5,821,723 4,096,833 4,359,015 179,018
Z51086421 PANAMA-PDI FLTG RATE NTS 4,366,292 2,997,206 3,269,261 134,263
Z51086421 PANAMA-PDI FLTG RATE NTS 5,821,723 3,822,534 4,359,015 179,018
Z51147355 REP OF SLOVENIA 5,000,000 5,110,092 5,121,900 140,972
Z51813089 UNITED MEXICAN GLOBAL BOND 12,000,000 11,000,786 7,455,000 546,417
Z51978882 REPUBLIC OF PANAMA 1,545,000 1,531,446 1,469,681 46,640
Z51978882 REPUBLIC OF PANAMA 2,055,000 2,036,972 1,954,819 62,035
Z52150259 PERU - FLIRBS 5,300,000 3,388,429 3,021,000 54,546
Z52150259 PERU - FLIRBS 2,700,000 1,382,591 1,539,000 27,788
Z52150259 PERU - FLIRBS 7,200,000 4,161,503 4,104,000 74,100
Z52150259 PERU - FLIRBS 5,500,000 2,826,581 3,135,000 56,604
Z52686104 EMP DISTRIB NORT 144A NTS 3,200,000 3,193,630 3,128,000 23,400
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
CUSIP Issuer Nominal Nominal Maturity Asset
Code Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Y3203#AA6 FIRST GAS HOLDINGS CORP. 8.1300 8.1300 09/30/2012 PROB
ZB0905222 BANCO NACIONAL COM EXT NTS 9.3984 7.5000 07/01/2000 PBOB
ZB1206315 YPF SOCIEDAD ANONIMA 10.0000 10.0000 11/02/2028 PBOB
ZB2263265 PETROLEOS MEXICANOS 9.7976 9.2500 03/30/2018 PBOB
ZB2273751 DISCO SA NTS 9.9805 9.8750 05/15/2008 PBOB
Z01081191 BOC GROUP PLC 6.5587 5.8750 01/29/2001 PBOB
Z40251409 ARGENTINA-BEAR-FRB 11.5426 6.1880 03/31/2005 PBOB
Z40251409 ARGENTINA-BEAR-FRB 10.0496 6.1880 03/31/2005 PBOB
Z40251409 ARGENTINA-BEAR-FRB 8.6443 6.1880 03/31/2005 PBOB
Z40251409 ARGENTINA-BEAR-FRB 10.0912 6.1880 03/31/2005 PBOB
Z40478432 REP OF ARGENTINA STEP-UP BDS 9.8567 5.7500 03/31/2023 PBOB
Z40486971 ARGENTINA DISC SERIES L-GL 9.4696 6.0620 03/31/2023 PBOB
Z40486971 ARGENTINA DISC SERIES L-GL 9.2241 6.0620 03/31/2023 PBOB
Z40486971 ARGENTINA DISC SERIES L-GL 9.1726 6.0620 03/31/2023 PBOB
Z40486971 ARGENTINA DISC SERIES L-GL 9.2939 6.0620 03/31/2023 PBOB
Z40537765 BMW US CAPITAL CORP EURO BOND 6.8906 6.6250 03/15/2004 PBOB
Z40537765 BMW US CAPITAL CORP EURO BOND 6.9330 6.6250 03/15/2004 PBOB
Z41763725 CABLE & WIRELESS PLC EURO DEB 7.1257 6.5000 12/16/2003 PBOB
Z42162679 CENTRAGAS 9.5809 10.6500 12/01/2010 PBOB
Z45083732 LECHTERS INC CVT BOND 9.9385 5.0000 09/27/2001 PBOB
Z45083732 LECHTERS INC CVT BOND 10.0382 5.0000 09/27/2001 PBOB
Z45855923 MEXICO DISC SERIES A 8.9540 6.1160 12/31/2019 PBOB
Z45872209 MEXICO DISC FLTG BRADY BOND 6.8375 6.0970 12/31/2019 PBOB
Z45872423 MEXICO DISC SERIES C 8.3538 6.2000 12/31/2019 PBOB
Z45872423 MEXICO DISC SERIES C 8.5798 6.2000 12/31/2019 PBOB
Z46098234 NATL PWR PLC EURO BD 6.6650 6.2500 12/01/2003 PBOB
Z46098234 NATL PWR PLC EURO BD 7.2233 6.2500 12/01/2003 PBOB
Z46828465 PHILIPPINES REPUBLIC 9.4635 6.5000 12/01/2017 PBOB
Z46828465 PHILIPPINES REPUBLIC 9.3051 6.5000 12/01/2017 PBOB
Z49242813 VENEZUELA FLIRB FLTG RATE BNDS 6.7781 6.1250 03/31/2007 PBOB
Z49242813 VENEZUELA FLIRB FLTG RATE BNDS 6.8105 6.1250 03/31/2007 PBOB
Z49242920 VENEZUELA FLIRB FLTG RATE BNDS 8.1238 6.1250 03/31/2007 PBOB
Z50404542 FORD MTR CRED MTN EURO 7.9514 5.7300 01/13/2005 PBOB
Z50404542 FORD MTR CRED MTN EURO 8.0285 5.7300 01/13/2005 PBOB
Z50404542 FORD MTR CRED MTN EURO 7.3699 5.7300 01/13/2005 PBOB
Z50706664 BANCO MEXT TRUST 9.0822 11.2500 05/30/2006 PBOB
Z50706664 BANCO MEXT TRUST 8.8818 11.2500 05/30/2006 PBOB
Z50757915 REP OF URUGUAY 8.4866 6.7500 02/19/2021 PBOB
Z51085233 FINANCIERA ENERG NACIONAL EMTN 9.0176 9.3750 06/15/2006 PBOB
Z51085233 FINANCIERA ENERG NACIONAL EMTN 8.7267 9.3750 06/15/2006 PBOB
Z51086421 PANAMA-PDI FLTG RATE NTS 6.7500 6.7500 07/17/2016 PBOB
Z51086421 PANAMA-PDI FLTG RATE NTS 6.7500 6.7500 07/17/2016 PBOB
Z51086421 PANAMA-PDI FLTG RATE NTS 6.7500 6.7500 07/17/2016 PBOB
Z51086421 PANAMA-PDI FLTG RATE NTS 6.7500 6.7500 07/17/2016 PBOB
Z51086421 PANAMA-PDI FLTG RATE NTS 6.7500 6.7500 07/17/2016 PBOB
Z51086421 PANAMA-PDI FLTG RATE NTS 6.7500 6.7500 07/17/2016 PBOB
Z51086421 PANAMA-PDI FLTG RATE NTS 9.6658 6.7500 07/17/2016 PBOB
Z51086421 PANAMA-PDI FLTG RATE NTS 8.5905 6.7500 07/17/2016 PBOB
Z51086421 PANAMA-PDI FLTG RATE NTS 9.4328 6.7500 07/17/2016 PBOB
Z51086421 PANAMA-PDI FLTG RATE NTS 10.4746 6.7500 07/17/2016 PBOB
Z51086421 PANAMA-PDI FLTG RATE NTS 10.7625 6.7500 07/17/2016 PBOB
Z51086421 PANAMA-PDI FLTG RATE NTS 11.2869 6.7500 07/17/2016 PBOB
Z51147355 REP OF SLOVENIA 6.0709 7.0000 08/06/2001 PBOB
Z51813089 UNITED MEXICAN GLOBAL BOND 11.4893 9.8750 01/15/2007 PBOB
Z51978882 REPUBLIC OF PANAMA 8.1998 7.8750 02/13/2002 PBOB
Z51978882 REPUBLIC OF PANAMA 8.1998 7.8750 02/13/2002 PBOB
Z52150259 PERU - FLIRBS 6.7143 3.2500 03/07/2017 PBOB
Z52150259 PERU - FLIRBS 8.6071 3.2500 03/07/2017 PBOB
Z52150259 PERU - FLIRBS 7.5573 3.2500 03/07/2017 PBOB
Z52150259 PERU - FLIRBS 8.5752 3.2500 03/07/2017 PBOB
Z52686104 EMP DISTRIB NORT 144A NTS 9.8300 9.7500 12/04/2001 PBOB
</TABLE>
Page 3 of 141
<PAGE> 160
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued
Code Value Value Value Interest
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Z52928795 URUGUAY-27 10,000,000 9,717,706 9,900,000 363,125
Z53221638 UNITED MEXICAN STATES SER W-A 10,240,000 7,343,885 7,958,528 161,778
Z53221638 UNITED MEXICAN STATES SER W-A 6,400,000 4,773,181 4,974,080 101,111
Z53221851 UNITED MEXICAN STATES SER W-B 12,800,000 9,197,043 9,948,160 202,222
Z53304780 TRANSPORT DE GAS DEL SUR NTS 3,600,000 3,702,318 3,573,000 67,650
Z53304780 TRANSPORT DE GAS DEL SUR NTS 2,300,000 2,355,909 2,282,750 43,221
Z54487790 NATIONAL BANK OF HUNGARY 10,000,000 10,040,947 10,162,500 474,861
Z54647195 PANAMA REPUBLIC NTS 12,750,000 10,737,226 11,969,063 201,609
Z54975117 PHILIPPINES 27 3,783,000 3,270,167 3,221,225 14,459
Z54975117 PHILIPPINES 27 2,828,000 2,235,467 2,408,042 10,809
00077QAG5 ABN-AMRO BK NV 3,000,000 3,065,500 3,240,810 7,719
001957AR0 A T & T CORP NTS 5,000,000 5,193,066 5,747,300 129,167
001957AS8 A T & T CORP (AMER TEL & TEL) 5,000,000 4,969,660 5,415,300 44,722
00245RAA3 AXA S.A. DE C.V. 2,430,000 2,414,587 2,047,275 89,303
002917AA0 ABBEY NATL FIRST CAP SUB NTS 10,000,000 10,974,297 11,190,500 173,111
002920AA4 ABBEY NATIONAL PLC 6,350,000 5,849,649 6,519,482 98,531
002920AB2 ABBEY NATIONAL PLC 6,000,000 5,989,934 5,918,220 17,867
002920AB2 ABBEY NATIONAL PLC 4,305,000 3,742,745 4,246,323 12,819
002920AB2 ABBEY NATIONAL PLC 5,000,000 4,399,255 4,931,850 14,889
003924AA5 ABITIBI CONSOLIDATED 10,000,000 9,981,623 9,600,400 173,750
003924AC1 ABITIBI CONSOLIDATED 5,000,000 4,959,477 4,517,050 93,750
008916AC2 AGRIUN INC 5,000,000 4,983,054 5,062,950 162,500
008916AC2 AGRIUN INC 6,000,000 5,968,108 6,075,540 195,000
00912#AB9 AIR LIQUIDE AMERICA CORP SR NT 20,000,000 20,000,000 21,330,800 553,328
00912#AC7 AIR LIQUIDE AMERICA CORP 7,500,000 7,500,000 7,749,750 150,388
00915XBM2 AIR PRODS & CHEMS INC MTN 12,000,000 11,993,220 12,586,200 39,147
00915XBN0 AIR PRODS & CHEMS INC MTN 15,000,000 14,972,621 16,673,700 52,000
00949TAA8 AIRTOUCH COMMUNICATIONS INC 2,500,000 2,519,217 2,768,425 86,458
00949TAA8 AIRTOUCH COMMUNICATIONS INC 5,000,000 5,150,172 5,536,850 172,917
017475AC8 ALLEGIANCE CORP DEB 5,000,000 4,996,535 5,329,350 73,889
017475AC8 ALLEGIANCE CORP DEB 2,000,000 2,077,236 2,131,740 29,556
01925#AA4 ALLIED-DOMECQ NORTH AMER CORP 10,000,000 10,000,000 10,793,400 70,425
01925#AA4 ALLIED-DOMECQ NORTH AMER CORP 5,000,000 5,126,477 5,396,700 35,213
01958XAF4 ALLIED WASTE NA SR NTS 144A 2,300,000 2,300,000 2,845,491 3,897
01958XAF4 ALLIED WASTE NA SR NTS 144A 460,000 464,016 569,098 779
01958XAH0 ALLIED WASTE SR NTS 1,150,000 1,148,002 1,167,319 2,013
01958XAH0 ALLIED WASTE SR NTS 1,150,000 1,164,352 1,167,319 2,013
020002AJ0 ALLSTATE CORP 5,000,000 4,987,158 5,217,050 44,083
020002AJ0 ALLSTATE CORP 9,080,000 9,601,087 9,474,163 80,055
020002AJ0 ALLSTATE CORP 4,500,000 4,758,248 4,695,345 39,675
020039AE3 ALLTEL CORP DEB 11,000,000 10,948,638 11,634,700 226,722
020039AE3 ALLTEL CORP DEB 10,000,000 9,953,308 10,577,000 206,111
020039AF0 ALLTEL CORP DEB 4,000,000 3,987,923 4,285,080 72,500
020039AF0 ALLTEL CORP DEB 7,000,000 6,978,866 7,498,890 126,875
020039AG8 ALLTEL CORP DEB 15,000,000 15,000,000 15,819,600 298,125
02519*AA8 AMERICAN COMMERCIAL INC 9,166,666 9,166,667 9,223,866 71,225
02637XAA2 AMERICAN GENL INSTIT CAP 144A 8,345,000 9,862,082 9,646,987 199,643
026609AE7 AMER HOME PRODS CORP NTS 10,000,000 9,986,312 11,233,700 298,444
026609AE7 AMER HOME PRODS CORP NTS 5,000,000 4,993,156 5,616,850 149,222
026609AE7 AMER HOME PRODS CORP NTS 5,000,000 4,993,156 5,616,850 149,222
026609AE7 AMER HOME PRODS CORP NTS 5,000,000 4,993,156 5,616,850 149,222
026609AE7 AMER HOME PRODS CORP NTS 10,000,000 10,296,658 11,233,700 298,444
027339B#6 AMER MAIZE/PRODS CO SR NTS 3,000,000 3,000,000 3,091,620 77,438
027339B#6 AMER MAIZE/PRODS CO SR NTS 9,500,000 9,500,000 9,790,130 245,219
029717AM7 AMERICAN STANDARD COS INC 3,900,000 3,884,090 3,948,828 112,342
029717AM7 AMERICAN STANDARD COS INC 1,150,000 1,136,713 1,164,398 33,126
029717AM7 AMERICAN STANDARD COS INC 1,150,000 1,123,805 1,164,398 33,126
029717AN5 AMERICAN STANDARD COS SR NTS 780,000 776,328 782,137 12,144
030096AD3 AMER STORES CO 5,000,000 5,058,500 5,521,250 114,063
030096AD3 AMER STORES CO 4,000,000 4,056,864 4,417,000 91,250
030096AD3 AMER STORES CO 2,000,000 2,036,336 2,208,500 45,625
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
CUSIP Issuer Nominal Nominal Maturity Asset
Code Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Z52928795 URUGUAY-27 8.1308 7.8750 07/15/2027 PBOB
Z53221638 UNITED MEXICAN STATES SER W-A 9.3491 6.2500 12/31/2019 PBOB
Z53221638 UNITED MEXICAN STATES SER W-A 8.9566 6.2500 12/31/2019 PBOB
Z53221851 UNITED MEXICAN STATES SER W-B 9.3302 6.2500 12/31/2019 PBOB
Z53304780 TRANSPORT DE GAS DEL SUR NTS 8.8648 10.2500 04/25/2001 PBOB
Z53304780 TRANSPORT DE GAS DEL SUR NTS 9.0621 10.2500 04/25/2001 PBOB
Z54487790 NATIONAL BANK OF HUNGARY 6.3873 6.5000 04/08/2003 PBOB
Z54647195 PANAMA REPUBLIC NTS 11.0032 8.2500 04/22/2008 PBOB
Z54975117 PHILIPPINES 27 10.0517 8.6000 06/15/2027 PBOB
Z54975117 PHILIPPINES 27 11.0242 8.6000 06/15/2027 PBOB
00077QAG5 ABN-AMRO BK NV 6.7817 7.1250 06/18/2007 PBOB
001957AR0 A T & T CORP NTS 7.1183 7.7500 03/01/2007 PBOB
001957AS8 A T & T CORP (AMER TEL & TEL) 7.1201 7.0000 05/15/2005 PBOB
00245RAA3 AXA S.A. DE C.V. 9.1474 9.0000 08/04/2004 PBOB
002917AA0 ABBEY NATL FIRST CAP SUB NTS 6.1725 8.2000 10/15/2004 PBOB
002920AA4 ABBEY NATIONAL PLC 7.9917 7.3500 10/29/2049 PBOB
002920AB2 ABBEY NATIONAL PLC 6.7117 6.7000 06/29/2049 PBOB
002920AB2 ABBEY NATIONAL PLC 7.7323 6.7000 06/29/2049 PBOB
002920AB2 ABBEY NATIONAL PLC 7.6392 6.7000 06/29/2049 PBOB
003924AA5 ABITIBI CONSOLIDATED 6.9773 6.9500 04/01/2008 PBOB
003924AC1 ABITIBI CONSOLIDATED 7.5692 7.5000 04/01/2028 PBOB
008916AC2 AGRIUN INC 7.8300 7.8000 02/01/2027 PBOB
008916AC2 AGRIUN INC 7.8471 7.8000 02/01/2027 PBOB
00912#AB9 AIR LIQUIDE AMERICA CORP SR NT 7.2700 7.2700 02/14/2007 PROB
00912#AC7 AIR LIQUIDE AMERICA CORP 6.8100 6.8100 09/15/2004 PROB
00915XBM2 AIR PRODS & CHEMS INC MTN 7.3448 7.3400 06/15/2026 PBOB
00915XBN0 AIR PRODS & CHEMS INC MTN 7.8163 7.8000 06/15/2026 PBOB
00949TAA8 AIRTOUCH COMMUNICATIONS INC 7.3653 7.5000 07/15/2006 PBOB
00949TAA8 AIRTOUCH COMMUNICATIONS INC 6.9809 7.5000 07/15/2006 PBOB
017475AC8 ALLEGIANCE CORP DEB 7.0057 7.0000 10/15/2026 PBOB
017475AC8 ALLEGIANCE CORP DEB 6.6921 7.0000 10/15/2026 PBOB
01925#AA4 ALLIED-DOMECQ NORTH AMER CORP 9.3900 9.3900 06/04/2001 PROB
01925#AA4 ALLIED-DOMECQ NORTH AMER CORP 8.2183 9.3900 06/04/2001 PROB
01958XAF4 ALLIED WASTE NA SR NTS 144A 7.6250 7.6250 01/01/2006 PBOB
01958XAF4 ALLIED WASTE NA SR NTS 144A 7.4627 7.6250 01/01/2006 PBOB
01958XAH0 ALLIED WASTE SR NTS 7.9005 7.8750 01/01/2009 PBOB
01958XAH0 ALLIED WASTE SR NTS 7.6938 7.8750 01/01/2009 PBOB
020002AJ0 ALLSTATE CORP 6.9191 6.9000 05/15/2038 PBOB
020002AJ0 ALLSTATE CORP 6.4946 6.9000 05/15/2038 PBOB
020002AJ0 ALLSTATE CORP 6.4946 6.9000 05/15/2038 PBOB
020039AE3 ALLTEL CORP DEB 7.0473 7.0000 03/15/2016 PBOB
020039AE3 ALLTEL CORP DEB 7.0473 7.0000 03/15/2016 PBOB
020039AF0 ALLTEL CORP DEB 7.3203 7.2500 04/01/2004 PBOB
020039AF0 ALLTEL CORP DEB 7.3203 7.2500 04/01/2004 PBOB
020039AG8 ALLTEL CORP DEB 6.7500 6.7500 09/15/2005 PBOB
02519*AA8 AMERICAN COMMERCIAL INC 6.6600 6.6600 05/19/2003 PROB
02637XAA2 AMERICAN GENL INSTIT CAP 144A 6.8299 8.1250 06/15/2046 PBOB
026609AE7 AMER HOME PRODS CORP NTS 7.9287 7.9000 02/15/2005 PBOB
026609AE7 AMER HOME PRODS CORP NTS 7.9287 7.9000 02/15/2005 PBOB
026609AE7 AMER HOME PRODS CORP NTS 7.9287 7.9000 02/15/2005 PBOB
026609AE7 AMER HOME PRODS CORP NTS 7.9287 7.9000 02/15/2005 PBOB
026609AE7 AMER HOME PRODS CORP NTS 7.2906 7.9000 02/15/2005 PBOB
027339B#6 AMER MAIZE/PRODS CO SR NTS 7.8750 7.8750 03/03/2003 PROB
027339B#6 AMER MAIZE/PRODS CO SR NTS 7.8750 7.8750 03/03/2003 PROB
029717AM7 AMERICAN STANDARD COS INC 7.6802 7.6250 02/15/2010 PBOB
029717AM7 AMERICAN STANDARD COS INC 7.7822 7.6250 02/15/2010 PBOB
029717AM7 AMERICAN STANDARD COS INC 7.9371 7.6250 02/15/2010 PBOB
029717AN5 AMERICAN STANDARD COS SR NTS 7.4702 7.3750 04/15/2005 PBOB
030096AD3 AMER STORES CO 8.7038 9.1250 04/01/2002 PBOB
030096AD3 AMER STORES CO 8.6139 9.1250 04/01/2002 PBOB
030096AD3 AMER STORES CO 8.4736 9.1250 04/01/2002 PBOB
</TABLE>
Page 4 of 141
<PAGE> 161
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued
Code Value Value Value Interest
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
030096AH4 AMER STORES CO 16,000,000 15,954,252 18,216,320 200,000
03072#AP8 CONOCO SHIPPING - PIONEER SECD 14,789,847 14,789,848 15,348,460 745,417
03072#AQ6 CONOCO SHIPPING - CONTL SECD 14,517,303 14,517,303 15,065,767 731,680
03075@AF9 AMERIGAS PROPANE INC NTS 100,000,000 100,000,000 112,543,000 2,014,000
032166AG5 AMSOUTH BANK OF ALABAMA NTS 8,000,000 8,000,000 8,302,240 215,000
032166AG5 AMSOUTH BANK OF ALABAMA NTS 10,000,000 10,019,651 10,377,800 268,750
032511AL1 ANADARKO PETE CORP BND 10,000,000 10,210,734 9,770,100 89,444
035229AL7 ANHEUSER BUSCH CO INC DEB 3,000,000 2,898,825 3,851,370 22,500
037411AM7 APACHE CORP 5,000,000 5,166,953 4,957,550 139,306
037411AN5 APACHE CORP 10,000,000 10,019,734 9,804,500 291,667
03774BAT0 APPALACHIAN PWR CO SECD MTN 4,000,000 3,998,332 4,450,040 52,333
03774BAW3 APPALACHIAN PWR CO SECD MTN 7,700,000 7,700,000 8,217,363 176,843
03774BAW3 APPALACHIAN PWR CO SECD MTN 15,500,000 15,500,000 16,541,445 355,983
039581AA1 ARCHSTONE COMMUNITIES TRUST 5,000,000 5,000,000 4,975,100 61,000
040850AA7 ARKANSAS ELEC COOP CORP SECD 8,134,988 8,134,989 8,684,913 1,656
040850AA7 ARKANSAS ELEC COOP CORP SECD 9,609,011 9,878,207 10,258,580 1,957
042476AD3 ARMSTONG WORLD SR NTS 7,000,000 6,986,891 7,152,180 176,944
042735AK6 ARROW ELECTRONICS INC 10,000,000 9,879,881 10,250,000 345,833
042735AK6 ARROW ELECTRONICS INC 3,000,000 2,963,964 3,075,000 103,750
042735AK6 ARROW ELECTRONICS INC 2,000,000 1,975,976 2,050,000 69,167
042735AN0 ARROW ELECTRONICS, INC 21,000,000 20,987,779 20,987,400 237,038
04420QBC9 ASHLAND INC MTN 11,000,000 11,154,004 11,284,240 33,733
04454CDE3 ASHLAND OIL INC MTN 5,000,000 4,996,436 5,419,550 17,733
04454CDL7 ASHLAND OIL INC MTN 6,000,000 5,978,910 6,679,440 22,880
045424AN8 ASC 1995-MD4 CL A1 9,514,179 9,730,075 9,879,904 33,775
045424BF4 ASC 1996- D2 A1 18,985,630 19,173,616 19,750,941 72,989
0459037E5 ASSOC CORP OF NORTH AMER MTN 4,000,000 4,058,724 4,385,360 50,933
045906GJ7 ASSOC CORP OF NORTH AMER MTN 8,250,000 8,448,762 9,125,408 105,875
045906NM2 ASSOC CORP OF NORTH AMER MTN 5,000,000 5,000,000 5,438,450 60,417
045906PE8 ASSOC CORP OF NORTH AMER MTN 12,000,000 12,000,000 12,793,920 144,600
046003HM4 ASSOC CORP OF NORTH AMER SR 1,000,000 994,799 1,052,610 28,646
046003HM4 ASSOC CORP OF NORTH AMER SR 6,000,000 5,927,055 6,315,660 171,875
046003JT7 ASSOCIATES CORP NA SR NTS 4,000,000 3,989,532 4,152,560 42,361
04604#AA6 ASSOC OF LEBANON INC SECD NTS 3,753,777 3,753,778 3,937,524 73,762
04775HBA4 ATLANTA GAS LT CO MTN B 4,000,000 3,831,814 4,456,600 77,500
04830RAB4 ATLANTIC CITY ELEC CO SECD 5,000,000 4,979,370 5,569,650 125,000
048825AV5 ATLANTIC RICHFIELD CO DEB 5,000,000 5,931,241 6,382,300 152,083
048825AZ6 ATLANTIC RICHFIELD CO DEB 8,000,000 10,010,667 10,843,200 304,167
049255AA0 ATLAS COPCO AB 144A 15,000,000 14,964,229 15,619,050 243,750
05257HAB7 AUSTRALIAN GAS LIGHT CO NTS 10,000,000 10,151,090 10,070,300 135,111
05257HAB7 AUSTRALIAN GAS LIGHT CO NTS 4,500,000 4,577,262 4,531,635 60,800
053299AA1 AUTOPISTAS DEL S 1,350,000 1,352,880 1,140,750 52,594
053469AC6 AVALON PROPERTIES INC 10,000,000 9,983,451 9,872,000 30,556
05361HCD4 AVERY DENNISON CORP MTN 5,000,000 5,000,000 5,411,600 184,214
05361HCD4 AVERY DENNISON CORP MTN 5,000,000 5,000,000 5,411,600 184,214
05361HCN2 AVERY DENNISON CORP MTN 10,000,000 10,008,318 10,750,500 321,856
053807AC7 AVNET INC NTS 5,000,000 4,993,054 5,149,700 101,215
054937AA5 BRANCH BKG AND TRUST 5,000,000 5,195,684 5,424,850 16,111
05529*AB7 B.BRAUN MEDICAL INC. SR NTS 4,800,000 4,800,000 5,125,920 86,701
05539KAA2 BEA 98-2 A1 CBO 5,000,000 5,000,000 4,943,750 24,150
055450AH3 BHP FIN LTD NTS 7,700,000 7,396,875 7,703,619 164,780
056345A#8 BACARDI CORP SR NTS SERS A 506,329 506,329 508,840 13,945
056345A#8 BACARDI CORP SR NTS SERS A 3,695,652 3,695,652 3,713,982 101,784
05635#AA6 BACARDI IMPORTS INC SR NTS 2,391,305 2,391,305 2,403,166 65,861
057224AF4 BAKER HUGHES INC NTS 9,000,000 8,967,436 9,867,600 92,000
058498AA4 BALL CORP SR NT 460,000 460,000 480,700 13,963
058903AA3 BANAMEX EXPT FDG CORP NTS 144A 6,188,390 6,202,215 6,573,370 110,394
059438AH4 BANK ONE CORP SUB DEB 2,780,000 3,148,460 3,164,029 44,750
059438AK7 BANC ONE CORP NTS 5,000,000 5,245,621 5,935,850 68,889
059438AK7 BANC ONE CORP NTS 5,000,000 5,913,998 5,935,850 68,889
059784AB4 BANTEC INC SR NTS 17,000,000 17,000,000 17,278,290 106,250
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
CUSIP Issuer Nominal Nominal Maturity Asset
Code Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
030096AH4 AMER STORES CO 7.5229 7.5000 05/01/2037 PBOB
03072#AP8 CONOCO SHIPPING - PIONEER SECD 7.0600 7.0600 04/14/2011 PROB
03072#AQ6 CONOCO SHIPPING - CONTL SECD 7.0600 7.0600 04/14/2011 PROB
03075@AF9 AMERIGAS PROPANE INC NTS 10.0700 10.0700 04/19/2005 PROB
032166AG5 AMSOUTH BANK OF ALABAMA NTS 6.4500 6.4500 02/01/2018 PBOB
032166AG5 AMSOUTH BANK OF ALABAMA NTS 6.4320 6.4500 02/01/2018 PBOB
032511AL1 ANADARKO PETE CORP BND 6.8319 7.0000 11/15/2027 PBOB
035229AL7 ANHEUSER BUSCH CO INC DEB 9.5031 9.0000 12/01/2009 PBOB
037411AM7 APACHE CORP 7.1288 7.3750 08/15/2047 PBOB
037411AN5 APACHE CORP 6.9811 7.0000 02/01/2018 PBOB
03774BAT0 APPALACHIAN PWR CO SECD MTN 7.8591 7.8500 11/01/2004 PBOB
03774BAW3 APPALACHIAN PWR CO SECD MTN 6.8900 6.8900 06/22/2005 PBOB
03774BAW3 APPALACHIAN PWR CO SECD MTN 6.8900 6.8900 06/22/2005 PBOB
039581AA1 ARCHSTONE COMMUNITIES TRUST 7.2000 7.2000 04/15/2003 PBOB
040850AA7 ARKANSAS ELEC COOP CORP SECD 7.3300 7.3300 06/30/2008 PBOB
040850AA7 ARKANSAS ELEC COOP CORP SECD 6.9227 7.3300 06/30/2008 PBOB
042476AD3 ARMSTONG WORLD SR NTS 6.5353 6.5000 08/15/2005 PBOB
042735AK6 ARROW ELECTRONICS INC 7.6042 7.5000 01/15/2027 PBOB
042735AK6 ARROW ELECTRONICS INC 7.6042 7.5000 01/15/2027 PBOB
042735AK6 ARROW ELECTRONICS INC 7.6042 7.5000 01/15/2027 PBOB
042735AN0 ARROW ELECTRONICS, INC 6.4642 6.4500 11/01/2003 PBOB
04420QBC9 ASHLAND INC MTN 6.6685 6.9000 11/14/2006 PBOB
04454CDE3 ASHLAND OIL INC MTN 7.9961 7.9800 07/21/2004 PBOB
04454CDL7 ASHLAND OIL INC MTN 8.6576 8.5800 11/17/2004 PBOB
045424AN8 ASC 1995-MD4 CL A1 6.9214 7.1000 08/13/2029 CMBS
045424BF4 ASC 1996- D2 A1 6.8423 6.9200 02/14/2029 CMBS
0459037E5 ASSOC CORP OF NORTH AMER MTN 7.3062 7.6400 05/26/2004 PBOB
045906GJ7 ASSOC CORP OF NORTH AMER MTN 7.2143 7.7000 04/01/2005 PBOB
045906NM2 ASSOC CORP OF NORTH AMER MTN 7.2500 7.2500 05/08/2006 PBOB
045906PE8 ASSOC CORP OF NORTH AMER MTN 7.2300 7.2300 05/22/2006 PBOB
046003HM4 ASSOC CORP OF NORTH AMER SR 7.0096 6.8750 08/01/2003 PBOB
046003HM4 ASSOC CORP OF NORTH AMER SR 7.1911 6.8750 08/01/2003 PBOB
046003JT7 ASSOCIATES CORP NA SR NTS 6.2861 6.2500 11/01/2008 PBOB
04604#AA6 ASSOC OF LEBANON INC SECD NTS 7.8600 7.8600 10/01/2003 PROB
04775HBA4 ATLANTA GAS LT CO MTN B 8.6705 7.7500 12/10/2004 PBOB
04830RAB4 ATLANTIC CITY ELEC CO SECD 7.5681 7.5000 04/02/2007 PBOB
048825AV5 ATLANTIC RICHFIELD CO DEB 6.8447 9.1250 03/01/2011 PBOB
048825AZ6 ATLANTIC RICHFIELD CO DEB 7.1295 9.1250 08/01/2031 PBOB
049255AA0 ATLAS COPCO AB 144A 6.5348 6.5000 04/01/2008 PROB
05257HAB7 AUSTRALIAN GAS LIGHT CO NTS 6.1837 6.4000 04/15/2008 PBOB
05257HAB7 AUSTRALIAN GAS LIGHT CO NTS 6.1545 6.4000 04/15/2008 PBOB
053299AA1 AUTOPISTAS DEL S 9.3002 9.3500 08/01/2004 PBOB
053469AC6 AVALON PROPERTIES INC 6.9001 6.8750 12/15/2007 PBOB
05361HCD4 AVERY DENNISON CORP MTN 7.9900 7.9900 08/30/2002 PBOB
05361HCD4 AVERY DENNISON CORP MTN 7.9900 7.9900 08/30/2002 PBOB
05361HCN2 AVERY DENNISON CORP MTN 6.9637 6.9800 06/01/2005 PBOB
053807AC7 AVNET INC NTS 6.9072 6.8750 03/15/2004 PBOB
054937AA5 BRANCH BKG AND TRUST 6.6377 7.2500 06/15/2007 PBOB
05529*AB7 B.BRAUN MEDICAL INC. SR NTS 7.9300 7.9300 04/09/2008 PROB
05539KAA2 BEA 98-2 A1 CBO 6.2100 6.2100 12/15/2010 ABOB
055450AH3 BHP FIN LTD NTS 6.7378 6.4200 03/01/2026 PBOB
056345A#8 BACARDI CORP SR NTS SERS A 6.6100 6.6100 08/01/2001 PROB
056345A#8 BACARDI CORP SR NTS SERS A 6.6100 6.6100 08/01/2001 PROB
05635#AA6 BACARDI IMPORTS INC SR NTS 6.6100 6.6100 08/01/2001 PROB
057224AF4 BAKER HUGHES INC NTS 8.0844 8.0000 05/15/2004 PBOB
058498AA4 BALL CORP SR NT 7.7500 7.7500 08/01/2006 PBOB
058903AA3 BANAMEX EXPT FDG CORP NTS 144A 8.3101 8.4500 04/15/2003 PROB
059438AH4 BANK ONE CORP SUB DEB 6.5800 7.6250 10/15/2026 PBOB
059438AK7 BANC ONE CORP NTS 7.5763 8.0000 04/29/2027 PBOB
059438AK7 BANC ONE CORP NTS 6.5699 8.0000 04/29/2027 PBOB
059784AB4 BANTEC INC SR NTS 7.5000 7.5000 06/01/2009 PBOB
</TABLE>
Page 5 of 141
<PAGE> 162
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued
Code Value Value Value Interest
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
059784AB4 BANTEC INC SR NTS 2,000,000 2,012,029 2,032,740 12,500
059784AB4 BANTEC INC SR NTS 6,000,000 6,040,133 6,098,220 37,500
06605LGN3 BANKAMERICA CORP MTN 50,000,000 49,965,730 53,016,500 591,667
066050CQ6 BANKAMERICA CORP 5,225,000 5,097,759 5,510,808 144,232
066050CU7 BANKAMERICA CORP 10,000,000 9,982,362 10,313,400 156,250
066748AB0 BANQUE PARIBAS NY SUB NTS 5,000,000 5,493,839 5,609,550 18,556
066821C@6 BANTA CORP SERS A SR PROM NTS 10,000,000 10,000,000 10,345,700 111,608
067383AA7 BARD C R INC SR NTS 10,000,000 9,991,112 10,691,300 55,833
067383AA7 BARD C R INC SR NTS 3,500,000 3,385,791 3,741,955 19,542
068480AA0 BARRETT RESOURCES CORP SR NTS 1,920,000 1,915,557 1,907,750 60,400
068798A*8 R.G. BARRY CORP SR NTS 5,999,933 5,999,933 6,246,410 284,530
07007@AA4 BASIC VEGETABLE PRODUCTS LP 30,000,000 30,000,000 31,486,200 133,700
071813AF6 BAXTER INTL INC NTS 9,000,000 8,996,513 9,616,230 93,438
071813AP4 BAXTER INTL NTS 15,000,000 14,979,233 17,022,900 478,125
07383FAB4 BSCMS 1998-C1 CL A2 5,000,000 5,048,832 5,179,700 26,833
07383FAB4 BSCMS 1998-C1 CL A2 20,000,000 20,844,552 20,718,800 107,333
07383FAC2 BSCMS 1998-C1 CL B 1,000,000 1,009,925 1,029,840 5,450
07383FAD0 BSCMS 1998-C1 CL C 5,000,000 5,019,233 5,096,900 28,125
07383FAD0 BSCMS 1998-C1 CL C 1,663,260 1,650,582 1,695,494 9,356
075887AN9 BECTON DICKINSON 12,000,000 11,930,842 13,383,120 350,000
078149DP3 BELL CANADA NTS 7,500,000 8,838,956 9,705,075 150,417
078149DP3 BELL CANADA NTS 41,500,000 48,299,024 53,701,415 832,306
079867AA5 BELLSOUTH TELECOMMUNICATIONS 20,000,000 20,246,509 21,986,200 825,000
079868AA3 BELLSOUTH TELECOMMUNICATIONS 15,000,000 15,000,000 18,702,900 645,146
083739AH5 BERGEN BRUNSWIG CORP NTS 15,000,000 14,962,169 15,831,750 90,625
083739AJ1 BERGEN BRUNSWIG CORP NTS 10,000,000 10,300,176 10,484,900 340,069
083739AJ1 BERGEN BRUNSWIG CORP NTS 5,000,000 4,981,724 5,242,450 170,035
085209AA2 BERMUDA GOVT SR NTS 144A 4,000,000 4,000,000 4,273,640 14,337
093644A*3 BLOCK DRUG INC SR NTS 20,000,000 20,000,000 20,343,400 539,167
09367#AA2 A T & T CORP (BLOCK 93-111 LP) 28,565,761 28,565,761 29,467,011 148,828
097023AN5 BOEING CO DEB 1,250,000 1,131,409 1,288,213 18,142
097023AQ8 BOEING CO DEB 6,000,000 5,903,217 6,713,520 170,000
09789#BE3 BOND LEASE VIII (KMART) CL A 10,771,834 10,771,834 8,997,067 33,465
09856#AA0 BOOKER HLDGS INC SR UNSECD NTS 20,000,000 20,000,000 20,000,000 45,533
09856#AA0 BOOKER HLDGS INC SR UNSECD NTS 25,000,000 25,025,155 25,000,000 56,917
100599BE8 BOSTON ED CO DEB 4,000,000 3,922,042 4,047,640 113,333
100599BE8 BOSTON ED CO DEB 7,000,000 7,013,528 7,083,370 198,333
100599BJ7 BOSTON ED CO DEB 5,000,000 4,637,713 5,211,250 100,111
10462@AA6 BRADLEY W C CO & BRADLEY FARMS 3,995,354 3,995,355 4,176,583 170,966
11041RAL2 BRITISH AEROSPACE 22,000,000 24,197,329 24,258,300 825,000
111013AA6 BRITISH SKY BROADCASTING NTS 20,000,000 20,769,319 19,931,600 308,222
11815HAB0 BUCKEYE CELLULOSE CORP SR SUB 840,000 836,420 865,200 3,173
118255AB4 BUCKEYE TECHNOLOGIES INC 1,150,000 1,070,304 1,150,000 19,422
119003AB7 BUDGET GROUP INC CON SER B 1,500,000 1,500,000 1,336,065 17,696
120111AN9 BUILDING MATERIALS CORP 2,300,000 2,287,575 2,300,000 14,311
12058*AF3 BUNGE CORP SERS B SR NTS 20,000,000 20,000,000 21,467,200 53,661
121693AA3 BURLINGTON INDS NTS 9,750,000 9,694,207 9,543,885 208,135
12189TAD6 BURLINGTON NORTHERN SANTA FE 9,000,000 8,995,644 10,167,120 54,675
122014AB9 BURLINGTON RESOURCES INC NTS 8,000,000 8,142,342 8,394,960 34,222
122014AG8 BURLINGTON RESOURCES INC NTS 6,000,000 5,998,761 6,018,360 71,500
122169AB1 BURMAH CASTROL PLC GTD MTN 20,000,000 19,980,576 20,612,200 426,944
122169AB1 BURMAH CASTROL PLC GTD MTN 7,000,000 6,731,985 7,214,270 149,431
123655B*2 BUTLER MANUFACTURING COMPANY 12,800,000 12,800,000 12,404,352 235,936
125148AA4 C E ELEC UK FDG CO SR NTS 5,000,000 5,000,000 5,160,300 952
12518AAB3 CEZ FINANCE 10,000,000 9,794,245 9,230,100 328,542
125563AC0 CIT CAP TRUST 5,000,000 4,733,372 5,274,650 145,444
125569DJ9 CIT GROUP HLDGS INC NTS 10,000,000 9,783,726 10,390,500 29,444
125569DJ9 CIT GROUP HLDGS INC NTS 10,000,000 9,791,210 10,390,500 29,444
125569DJ9 CIT GROUP HLDGS INC NTS 7,500,000 7,433,532 7,792,875 22,083
12566*AA9 CL PWR SALES EIGHT LLC SECD 4,006,762 4,006,762 4,046,830 949
125715AY8 CMC3 1994-A CLASS A5 13,759,187 13,811,318 13,784,917 77,395
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
CUSIP Issuer Nominal Nominal Maturity Asset
Code Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
059784AB4 BANTEC INC SR NTS 7.4161 7.5000 06/01/2009 PBOB
059784AB4 BANTEC INC SR NTS 7.4067 7.5000 06/01/2009 PBOB
06605LGN3 BANKAMERICA CORP MTN 7.1122 7.1000 05/01/2006 PBOB
066050CQ6 BANKAMERICA CORP 7.0073 6.6250 08/01/2007 PBOB
066050CU7 BANKAMERICA CORP 6.2754 6.2500 04/01/2008 PBOB
066748AB0 BANQUE PARIBAS NY SUB NTS 6.7952 8.3500 06/15/2007 PBOB
066821C@6 BANTA CORP SERS A SR PROM NTS 6.8100 6.8100 11/02/2010 PROB
067383AA7 BARD C R INC SR NTS 6.7071 6.7000 12/01/2026 PBOB
067383AA7 BARD C R INC SR NTS 6.9668 6.7000 12/01/2026 PBOB
068480AA0 BARRETT RESOURCES CORP SR NTS 7.5888 7.5500 02/01/2007 PBOB
068798A*8 R.G. BARRY CORP SR NTS 9.7000 9.7000 07/05/2004 PROB
07007@AA4 BASIC VEGETABLE PRODUCTS LP 7.6400 7.6400 06/10/2008 PROB
071813AF6 BAXTER INTL INC NTS 8.1404 8.1250 11/15/2001 PBOB
071813AP4 BAXTER INTL NTS 7.6621 7.6500 02/01/2027 PBOB
07383FAB4 BSCMS 1998-C1 CL A2 6.3027 6.4400 06/16/2008 CMBS
07383FAB4 BSCMS 1998-C1 CL A2 5.8575 6.4400 06/16/2008 CMBS
07383FAC2 BSCMS 1998-C1 CL B 6.4321 6.5400 12/16/2012 CMBS
07383FAD0 BSCMS 1998-C1 CL C 6.7076 6.7500 01/16/2013 CMBS
07383FAD0 BSCMS 1998-C1 CL C 6.8346 6.7500 01/16/2013 CMBS
075887AN9 BECTON DICKINSON 7.0471 7.0000 08/01/2027 PBOB
078149DP3 BELL CANADA NTS 7.2245 9.5000 10/15/2010 PBOB
078149DP3 BELL CANADA NTS 7.3936 9.5000 10/15/2010 PBOB
079867AA5 BELLSOUTH TELECOMMUNICATIONS 8.1422 8.2500 07/01/2032 PBOB
079868AA3 BELLSOUTH TELECOMMUNICATIONS 8.6500 8.6500 01/02/2020 PROB
083739AH5 BERGEN BRUNSWIG CORP NTS 7.2999 7.2500 06/01/2005 PBOB
083739AJ1 BERGEN BRUNSWIG CORP NTS 6.5177 7.3750 01/15/2003 PBOB
083739AJ1 BERGEN BRUNSWIG CORP NTS 7.4815 7.3750 01/15/2003 PBOB
085209AA2 BERMUDA GOVT SR NTS 144A 7.5900 7.5900 06/14/2004 PROB
093644A*3 BLOCK DRUG INC SR NTS 6.4700 6.4700 02/01/2006 PROB
09367#AA2 A T & T CORP (BLOCK 93-111 LP) 6.2520 6.2520 04/01/2007 PROB
097023AN5 BOEING CO DEB 7.6246 6.8750 10/15/2043 PBOB
097023AQ8 BOEING CO DEB 7.6279 7.5000 08/15/2042 PBOB
09789#BE3 BOND LEASE VIII (KMART) CL A 6.9900 6.9900 07/15/2013 PROB
09856#AA0 BOOKER HLDGS INC SR UNSECD NTS 6.8300 6.8300 12/19/2005 PROB
09856#AA0 BOOKER HLDGS INC SR UNSECD NTS 6.8116 6.8300 12/19/2005 PROB
100599BE8 BOSTON ED CO DEB 8.7245 6.8000 02/01/2000 PBOB
100599BE8 BOSTON ED CO DEB 6.6123 6.8000 02/01/2000 PBOB
100599BJ7 BOSTON ED CO DEB 8.9040 6.8000 03/15/2003 PBOB
10462@AA6 BRADLEY W C CO & BRADLEY FARMS 9.2800 9.2800 07/15/2001 PROB
11041RAL2 BRITISH AEROSPACE 6.7093 7.5000 07/01/2027 PBOB
111013AA6 BRITISH SKY BROADCASTING NTS 6.6590 7.3000 10/15/2006 PBOB
11815HAB0 BUCKEYE CELLULOSE CORP SR SUB 8.5827 8.5000 12/15/2005 PBOB
118255AB4 BUCKEYE TECHNOLOGIES INC 8.9642 8.0000 10/15/2010 PBOB
119003AB7 BUDGET GROUP INC CON SER B 6.8500 6.8500 04/29/2007 PROB
120111AN9 BUILDING MATERIALS CORP 8.0802 8.0000 12/01/2008 PBOB
12058*AF3 BUNGE CORP SERS B SR NTS 7.4300 7.4300 06/18/2006 PROB
121693AA3 BURLINGTON INDS NTS 7.3597 7.2500 09/15/2005 PBOB
12189TAD6 BURLINGTON NORTHERN SANTA FE 7.2938 7.2900 06/01/2036 PBOB
122014AB9 BURLINGTON RESOURCES INC NTS 8.3020 9.6250 06/15/2000 PBOB
122014AG8 BURLINGTON RESOURCES INC NTS 7.2138 7.1500 05/01/1999 PBOB
122169AB1 BURMAH CASTROL PLC GTD MTN 7.2804 7.2500 09/15/2002 PROB
122169AB1 BURMAH CASTROL PLC GTD MTN 8.4761 7.2500 09/15/2002 PROB
123655B*2 BUTLER MANUFACTURING COMPANY 6.5700 6.5700 03/20/2013 PROB
125148AA4 C E ELEC UK FDG CO SR NTS 6.8530 6.8530 12/30/2004 PBOB
12518AAB3 CEZ FINANCE 7.4551 7.1250 07/15/2007 PBOB
125563AC0 CIT CAP TRUST 8.1877 7.7000 02/15/2027 PBOB
125569DJ9 CIT GROUP HLDGS INC NTS 7.0478 6.6250 06/15/2005 PBOB
125569DJ9 CIT GROUP HLDGS INC NTS 7.0329 6.6250 06/15/2005 PBOB
125569DJ9 CIT GROUP HLDGS INC NTS 6.7969 6.6250 06/15/2005 PBOB
12566*AA9 CL PWR SALES EIGHT LLC SECD 8.5300 8.5300 09/30/2016 PROB
125715AY8 CMC3 1994-A CLASS A5 6.7188 6.7500 02/25/2024 CMO
</TABLE>
Page 6 of 141
<PAGE> 163
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued
Code Value Value Value Interest
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
125896AA8 C M S ENERGY CORP SR NTS 1,680,000 1,677,420 1,712,928 17,442
125896AA8 C M S ENERGY CORP SR NTS 1,150,000 1,169,640 1,172,540 11,939
125896AE0 CMS ENERGY CORP SR NTS 2,300,000 2,313,975 2,286,292 22,409
125896AE0 CMS ENERGY CORP SR NTS 1,150,000 1,156,594 1,143,146 11,205
126298AA6 CSC ENTERPRISES GTD NTS 144A 4,000,000 3,999,711 4,013,920 57,422
126304AJ3 CSC HLDGS SR NT 2,300,000 2,300,000 2,330,544 74,111
126304AJ3 CSC HLDGS SR NT 1,380,000 1,373,584 1,398,326 44,467
126304AJ3 CSC HLDGS SR NT 920,000 915,723 932,218 29,644
126304AJ3 CSC HLDGS SR NT 1,150,000 1,133,167 1,165,272 37,056
126304AJ3 CSC HLDGS SR NT 690,000 655,812 699,163 22,233
126342DE1 CS FIRST BOSTON MTGE SECS CORP 3,644,819 3,644,819 3,681,267 20,192
126408AN3 C S X CORP NTS 5,900,000 5,883,273 6,111,161 121,606
12682PAB0 CABLE & WIRELESS COMM NTS 15,000,000 14,956,550 15,154,950 317,448
12682PAB0 CABLE & WIRELESS COMM NTS 10,000,000 10,092,628 10,103,300 211,632
12682PAC8 CABLE & WIRELESS COMM NTS 20,000,000 20,172,622 20,414,400 431,250
129466AK4 CALENERGY CO SR NTS 2,300,000 2,300,000 2,371,668 45,730
129466AL2 CALENERGY CO SR NTS 2,300,000 2,300,000 2,440,162 47,564
129466AL2 CALENERGY CO SR NTS 1,150,000 1,198,152 1,220,081 23,782
129466AL2 CALENERGY CO SR NTS 1,150,000 1,151,496 1,220,081 23,782
131005AJ9 CALLABLE TREAS RCPTS (IN/PR 1,340,000 869,842 1,060,168 0
131347AJ5 CALPINE CORP SR NTS 1,730,000 1,727,751 1,734,325 34,059
131347AJ5 CALPINE CORP SR NTS 2,180,000 2,174,735 2,185,450 42,919
131347AJ5 CALPINE CORP SR NTS 1,610,000 1,596,290 1,614,025 31,697
139859AB8 CAPITAL CITIES/ABC INC DEB 4,000,000 3,953,170 5,208,280 132,222
14149YAB4 CARDINAL HEALTH INC NTS 15,000,000 14,271,028 14,952,150 415,000
14178#AA1 CARGILL INC GTD ESOP NTS 22,132,000 22,132,000 22,936,941 659,706
14178#AB9 CARGILL INC GTD ESOP NTS 20,000,000 20,000,000 21,280,200 596,156
14178#AC7 CARGILL INC GTD ESOP NTS 10,000,000 10,000,000 11,449,900 316,611
14348#AA6 CARNAUD METALBOX INVT INC SR 30,000,000 30,000,000 30,490,200 332,500
14426EAA4 CAROUSEL CTR FIN INC MTGE 7,000,000 7,000,000 7,168,420 21,243
147195A*2 CASCADE CORPORATION 4,000,000 4,000,000 4,008,040 27,680
14743RAA1 CASE CORP NTS 5,000,000 4,971,673 5,172,400 151,042
14743RAA1 CASE CORP NTS 5,000,000 4,971,673 5,172,400 151,042
14743RAD5 CASE CORP NTS 15,000,000 14,944,539 14,935,350 62,500
147433AC0 CASE CRED 2,500,000 2,498,038 2,531,775 32,813
147433AC0 CASE CRED 7,000,000 6,994,507 7,088,970 91,875
149123AZ4 CATERPILLAR INC 3,000,000 3,695,108 4,054,590 82,813
151289AA3 CEMEX INTL CAP 2,400,000 2,400,000 2,190,000 29,624
151290AM5 CEMEX S.A. 2,400,000 2,752,368 2,682,000 141,100
151895AB5 CENTERPOINT PPTS SR NTS 14,000,000 13,943,987 13,298,040 236,250
151895AB5 CENTERPOINT PPTS SR NTS 6,000,000 6,020,199 5,699,160 101,250
153609AS1 CENTRAL HUDSON GAS & ELEC CORP 13,000,000 12,867,326 14,358,890 200,417
155033BM4 CENTRAL PWR & LT CO 1ST MTGE 10,000,000 9,896,921 10,499,800 331,250
155033BM4 CENTRAL PWR & LT CO 1ST MTGE 8,000,000 7,921,195 8,399,840 265,000
156503AE4 CENTURY COMMUNICATIONS 960,000 965,631 1,008,000 34,453
156503AF1 CENTURY COMMUNICATIONS INC NTS 530,000 382,201 394,850 0
156503AF1 CENTURY COMMUNICATIONS INC NTS 1,610,000 1,169,750 1,199,450 0
156503AF1 CENTURY COMMUNICATIONS INC NTS 530,000 387,126 394,850 0
156503AF1 CENTURY COMMUNICATIONS INC NTS 510,000 371,315 379,950 0
156503AF1 CENTURY COMMUNICATIONS INC NTS 575,000 420,784 428,375 0
156503AJ3 CENTURY COMMUNICATIONS INC SR 1,200,000 1,208,309 1,314,000 26,250
156503AN4 CENTURY COMM INC SR DIS NTS 2,300,000 1,090,481 1,178,750 0
156503AN4 CENTURY COMM INC SR DIS NTS 805,000 389,029 412,563 0
156877AB8 CERRO NEGRO FINANCE LTD BNDS 9,800,000 9,559,700 7,966,910 64,517
158525AR6 CHAMPION INTL CORP NTS 7,500,000 7,534,343 7,336,650 91,875
158525AR6 CHAMPION INTL CORP NTS 12,000,000 12,054,949 11,738,640 147,000
158525AS4 CHAMPION INTL CORP NTS 10,000,000 9,994,212 9,995,800 241,778
158525AS4 CHAMPION INTL CORP NTS 7,500,000 7,230,255 7,496,850 181,333
161505CB6 CHASE COML MTG 1998-1 CL B 2,000,000 2,009,247 2,054,380 10,933
161505CC4 CHASE COML MTG 1998-1 CL C 1,500,000 1,490,376 1,516,875 8,200
161505CD2 CCMSC 1998-1 CL D 3,000,000 2,968,278 2,838,270 16,400
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
CUSIP Issuer Nominal Nominal Maturity Asset
Code Book Yld Coupon Date Type
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
125896AA8 C M S ENERGY CORP SR NTS 8.1780 8.1250 05/15/2002 PBOB
125896AA8 C M S ENERGY CORP SR NTS 7.5418 8.1250 05/15/2002 PBOB
125896AE0 CMS ENERGY CORP SR NTS 7.4952 7.6250 11/15/2004 PBOB
125896AE0 CMS ENERGY CORP SR NTS 7.5025 7.6250 11/15/2004 PBOB
126298AA6 CSC ENTERPRISES GTD NTS 144A 6.8258 6.8000 04/15/1999 PROB
126304AJ3 CSC HLDGS SR NT 7.2500 7.2500 07/15/2008 PBOB
126304AJ3 CSC HLDGS SR NT 7.3186 7.2500 07/15/2008 PBOB
126304AJ3 CSC HLDGS SR NT 7.3186 7.2500 07/15/2008 PBOB
126304AJ3 CSC HLDGS SR NT 7.4673 7.2500 07/15/2008 PBOB
126304AJ3 CSC HLDGS SR NT 8.0025 7.2500 07/15/2008 PBOB
126342DE1 CS FIRST BOSTON MTGE SECS CORP 6.6480 6.6480 12/21/2027 CMBS
126408AN3 C S X CORP NTS 7.0884 7.0000 09/15/2002 PBOB
12682PAB0 CABLE & WIRELESS COMM NTS 6.6830 6.6250 03/06/2005 PBOB
12682PAB0 CABLE & WIRELESS COMM NTS 6.4409 6.6250 03/06/2005 PBOB
12682PAC8 CABLE & WIRELESS COMM NTS 6.6230 6.7500 03/06/2008 PBOB
129466AK4 CALENERGY CO SR NTS 7.2300 7.2300 09/15/2005 PBOB
129466AL2 CALENERGY CO SR NTS 7.5200 7.5200 09/15/2008 PBOB
129466AL2 CALENERGY CO SR NTS 6.9204 7.5200 09/15/2008 PBOB
129466AL2 CALENERGY CO SR NTS 7.5009 7.5200 09/15/2008 PBOB
131005AJ9 CALLABLE TREAS RCPTS (IN/PR 9.0663 0.0000 11/15/2003 GZOB
131347AJ5 CALPINE CORP SR NTS 7.8951 7.8750 04/01/2008 PBOB
131347AJ5 CALPINE CORP SR NTS 7.9123 7.8750 04/01/2008 PBOB
131347AJ5 CALPINE CORP SR NTS 8.0071 7.8750 04/01/2008 PBOB
139859AB8 CAPITAL CITIES/ABC INC DEB 8.8708 8.7500 08/15/2021 PBOB
14149YAB4 CARDINAL HEALTH INC NTS 6.8827 6.0000 01/15/2006 PBOB
14178#AA1 CARGILL INC GTD ESOP NTS 7.7200 7.7200 02/12/2002 PROB
14178#AB9 CARGILL INC GTD ESOP NTS 7.7200 7.7200 02/12/2021 PROB
14178#AC7 CARGILL INC GTD ESOP NTS 8.2000 8.2000 02/12/2017 PROB
14348#AA6 CARNAUD METALBOX INVT INC SR 7.0000 7.0000 05/04/2000 PROB
14426EAA4 CAROUSEL CTR FIN INC MTGE 6.8280 6.8280 11/15/2007 CMBS
147195A*2 CASCADE CORPORATION 6.9200 6.9200 11/25/2007 PROB
14743RAA1 CASE CORP NTS 7.3601 7.2500 08/01/2005 PBOB
14743RAA1 CASE CORP NTS 7.3601 7.2500 08/01/2005 PBOB
14743RAD5 CASE CORP NTS 6.3387 6.2500 12/01/2003 PBOB
147433AC0 CASE CRED 6.7620 6.7500 10/21/2007 PBOB
147433AC0 CASE CRED 6.7620 6.7500 10/21/2007 PBOB
149123AZ4 CATERPILLAR INC 7.2586 9.3750 03/15/2021 PBOB
151289AA3 CEMEX INTL CAP 9.6600 9.6600 05/15/2005 PBOB
151290AM5 CEMEX S.A. 9.9369 12.7500 07/15/2006 PBOB
151895AB5 CENTERPOINT PPTS SR NTS 6.8297 6.7500 04/01/2005 PBOB
151895AB5 CENTERPOINT PPTS SR NTS 6.6832 6.7500 04/01/2005 PBOB
153609AS1 CENTRAL HUDSON GAS & ELEC CORP 9.3598 9.2500 05/01/2021 PBOB
155033BM4 CENTRAL PWR & LT CO 1ST MTGE 6.8240 6.6250 07/01/2005 PBOB
155033BM4 CENTRAL PWR & LT CO 1ST MTGE 6.8151 6.6250 07/01/2005 PBOB
156503AE4 CENTURY COMMUNICATIONS 9.1026 9.5000 08/15/2000 PBOB
156503AF1 CENTURY COMMUNICATIONS INC NTS 7.9284 0.0000 03/15/2003 PBOB
156503AF1 CENTURY COMMUNICATIONS INC NTS 7.7434 0.0000 03/15/2003 PBOB
156503AF1 CENTURY COMMUNICATIONS INC NTS 7.6112 0.0000 03/15/2003 PBOB
156503AF1 CENTURY COMMUNICATIONS INC NTS 7.6899 0.0000 03/15/2003 PBOB
156503AF1 CENTURY COMMUNICATIONS INC NTS 7.5630 0.0000 03/15/2003 PBOB
156503AJ3 CENTURY COMMUNICATIONS INC SR 8.6356 8.7500 10/01/2007 PBOB
156503AN4 CENTURY COMM INC SR DIS NTS 8.4285 0.0000 01/15/2008 PBOB
156503AN4 CENTURY COMM INC SR DIS NTS 8.2077 0.0000 01/15/2008 PBOB
156877AB8 CERRO NEGRO FINANCE LTD BNDS 8.1417 7.9000 12/01/2020 PBOB
158525AR6 CHAMPION INTL CORP NTS 7.3108 7.3500 11/01/2025 PBOB
158525AR6 CHAMPION INTL CORP NTS 7.3108 7.3500 11/01/2025 PBOB
158525AS4 CHAMPION INTL CORP NTS 6.4045 6.4000 02/15/2026 PBOB
158525AS4 CHAMPION INTL CORP NTS 6.6891 6.4000 02/15/2026 PBOB
161505CB6 CHASE COML MTG 1998-1 CL B 6.4941 6.5600 05/18/2008 CMBS
161505CC4 CHASE COML MTG 1998-1 CL C 6.6521 6.5600 05/18/2008 CMBS
161505CD2 CCMSC 1998-1 CL D 6.7122 6.5600 05/18/2008 CMBS
</TABLE>
Page 7 of 141
<PAGE> 164
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued
Code Value Value Value Interest
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
161505CW0 CHASE COML MTG 1998-2 CL A2 15,800,000 16,443,341 16,291,222 84,135
161505DA7 CHASE COML MTG 1998-2 CL C 3,000,000 2,927,721 3,001,890 15,975
161505DB5 CHASE COML MTG 1998-2 CL D 5,000,000 4,605,645 4,668,750 26,625
16161ABP2 CHASE MANHATTAN CORP 13,000,000 13,023,162 14,190,150 78,542
16353#AB1 CHEMICAL LIME COMPANY 30,000,000 30,000,000 30,060,900 230,667
16371*AD9 O E PWR CONTRACT TR SECD TR 22,000,000 22,000,000 23,064,580 46,933
165105AG2 BELL ATLANTIC - WASHINGTON, 2,000,000 2,024,392 2,141,880 64,583
165105AG2 BELL ATLANTIC - WASHINGTON, 4,500,000 4,552,902 4,819,230 145,313
165105AG2 BELL ATLANTIC - WASHINGTON, 3,000,000 3,035,268 3,212,820 96,875
165105AG2 BELL ATLANTIC - WASHINGTON, 3,000,000 3,036,587 3,212,820 96,875
165105AG2 BELL ATLANTIC - WASHINGTON, 2,000,000 2,023,512 2,141,880 64,583
165105AG2 BELL ATLANTIC - WASHINGTON, 3,000,000 3,036,587 3,212,820 96,875
16574#AA6 16 CHESTER DIX CORPS NTS 28,030,973 28,030,973 27,167,619 498,951
16577*AB5 CHESTER DIX LABELLE CORP. 500,000 500,000 500,660 4,667
17185#AA5 CINCAP IV, LLC 4,600,000 4,600,000 4,600,000 25,947
172070BU7 CINCINNATI GAS & ELEC CO 1ST 10,000,000 9,237,487 10,422,600 243,667
172070BU7 CINCINNATI GAS & ELEC CO 1ST 15,000,000 14,983,871 15,633,900 365,500
172967AQ4 CITIGROUP INC 7,000,000 7,421,449 7,359,800 40,833
172967AR2 CITIGROUP INC 5,000,000 5,054,628 5,022,950 152,743
17303LRL7 CITICORP MTN 40,000,000 39,988,870 42,760,000 516,267
17303MJC4 CITICORP SUB NTS 15,000,000 14,961,577 15,576,000 146,094
173034GW3 CITICORP 10,000,000 10,081,287 10,886,100 32,000
17304*AD9 CITGO PETROLEUM CORP 5,571,428 5,571,428 5,835,402 83,850
177342AH5 CITIZENS UTILS CO DEB 10,000,000 9,987,299 10,829,300 343,528
177342AM4 CITIZENS UTILS CO DEB 10,000,000 9,377,268 10,914,600 116,667
181900AD3 CLARK REFINING & MARKETING INC 1,550,000 1,539,475 1,457,000 16,587
181900AL5 CLARK R & M SR NTS 2,300,000 2,294,754 2,185,000 77,697
184502AC6 CLEAR CHANNEL COMM NTS 5,000,000 4,986,224 5,059,000 14,722
184502AD4 CLEAR CHANNEL COMM BD 5,000,000 4,951,470 4,862,050 15,278
190441AR6 COASTAL CORP DEB 10,000,000 10,368,838 10,789,300 163,611
190441AT2 COASTAL CORP SR NTS 5,000,000 4,739,950 5,182,600 140,156
190441AT2 COASTAL CORP SR NTS 3,500,000 3,484,870 3,627,820 98,109
190441AT2 COASTAL CORP SR NTS 10,000,000 9,803,098 10,365,200 280,311
190441AW5 COASTAL CORP BNDS 9,025,000 8,842,032 8,925,003 52,270
19073*AD4 COATS & CLARK INC GTD SR NTS 2,500,000 2,500,000 2,644,975 9,711
191219AP9 COCA COLA ENTERPRISES INC NTS 5,000,000 5,518,021 6,264,700 177,083
191219AP9 COCA COLA ENTERPRISES INC NTS 5,000,000 5,519,217 6,264,700 177,083
191219AP9 COCA COLA ENTERPRISES INC NTS 4,870,000 5,260,685 6,101,818 172,479
191219AP9 COCA COLA ENTERPRISES INC NTS 5,100,000 5,864,334 6,389,994 180,625
191219AW4 COCA COLA ENTERPRISES INC NTS 5,500,000 5,487,390 5,976,080 96,250
191219BA1 COCA-COLA ENTERPRISES INC 13,000,000 12,987,790 13,655,330 358,854
191219BB9 COCA-COLA ENTERPRISES INC 10,000,000 9,979,337 10,793,100 296,875
191219BE3 COCA COLA ENTERPRISES INC DEB 8,000,000 7,913,876 8,381,040 165,000
192395AB7 COGENTRIX ENERGY SR NTS 5,750,000 5,722,636 6,259,680 99,227
193908DK3 CMOT CMO SERS 64 CL Z 164,283 129,751 171,676 1,232
193908DK3 CMOT CMO SERS 64 CL Z 59,739 57,668 62,427 448
193908DK3 CMOT CMO SERS 64 CL Z 287,349 226,861 300,280 2,155
193908DK3 CMOT CMO SERS 64 CL Z 156,865 123,869 163,924 1,176
193908DK3 CMOT CMO SERS 64 CL Z 57,042 55,063 59,609 428
193908DK3 CMOT CMO SERS 64 CL Z 37,258 35,979 38,935 279
193908DK3 CMOT CMO SERS 64 CL Z 102,461 81,059 107,072 768
193908DK3 CMOT CMO SERS 64 CL Z 46,573 36,668 48,669 349
193908DK3 CMOT CMO SERS 64 CL Z 37,538 36,248 39,227 282
193908DK3 CMOT CMO SERS 64 CL Z 103,229 81,667 107,874 774
193908DK3 CMOT CMO SERS 64 CL Z 46,922 36,943 49,033 352
193908DK3 CMOT CMO SERS 64 CL Z 104,004 82,279 108,684 780
193908DK3 CMOT CMO SERS 64 CL Z 47,274 37,220 49,401 355
193908DK3 CMOT CMO SERS 64 CL Z 37,819 36,520 39,521 284
193908DK3 CMOT CMO SERS 64 CL Z 38,103 36,793 39,818 286
193908DK3 CMOT CMO SERS 64 CL Z 47,629 37,495 49,772 357
193908DK3 CMOT CMO SERS 64 CL Z 104,784 82,887 109,499 786
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
CUSIP Issuer Nominal Nominal Maturity Asset
Code Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
161505CW0 CHASE COML MTG 1998-2 CL A2 5.8462 6.3900 11/15/2008 CMBS
161505DA7 CHASE COML MTG 1998-2 CL C 6.7244 6.3900 11/18/2008 CMBS
161505DB5 CHASE COML MTG 1998-2 CL D 7.5237 6.3900 11/18/2008 CMBS
16161ABP2 CHASE MANHATTAN CORP 7.2214 7.2500 06/01/2007 PBOB
16353#AB1 CHEMICAL LIME COMPANY 6.9200 6.9200 11/21/2007 PROB
16371*AD9 O E PWR CONTRACT TR SECD TR 7.6800 7.6800 10/21/2005 PROB
165105AG2 BELL ATLANTIC - WASHINGTON, 7.6385 7.7500 02/01/2023 PBOB
165105AG2 BELL ATLANTIC - WASHINGTON, 7.6425 7.7500 02/01/2023 PBOB
165105AG2 BELL ATLANTIC - WASHINGTON, 7.6425 7.7500 02/01/2023 PBOB
165105AG2 BELL ATLANTIC - WASHINGTON, 7.6385 7.7500 02/01/2023 PBOB
165105AG2 BELL ATLANTIC - WASHINGTON, 7.6425 7.7500 02/01/2023 PBOB
165105AG2 BELL ATLANTIC - WASHINGTON, 7.6385 7.7500 02/01/2023 PBOB
16574#AA6 16 CHESTER DIX CORPS NTS 7.1200 7.1200 09/23/2016 PROB
16577*AB5 CHESTER DIX LABELLE CORP. 7.0000 7.0000 10/01/2016 PROB
17185#AA5 CINCAP IV, LLC 7.8100 7.8100 07/06/2009 PROB
172070BU7 CINCINNATI GAS & ELEC CO 1ST 8.3084 6.4500 02/15/2004 PBOB
172070BU7 CINCINNATI GAS & ELEC CO 1ST 6.4750 6.4500 02/15/2004 PBOB
172967AQ4 CITIGROUP INC 6.5224 7.0000 12/01/2025 PBOB
172967AR2 CITIGROUP INC 6.5405 6.6250 01/15/2028 PBOB
17303LRL7 CITICORP MTN 7.0449 7.0400 04/25/2006 PBOB
17303MJC4 CITICORP SUB NTS 6.4104 6.3750 11/15/2008 PBOB
173034GW3 CITICORP 7.0706 7.2000 06/15/2007 PBOB
17304*AD9 CITGO PETROLEUM CORP 9.0300 9.0300 11/01/2001 PROB
177342AH5 CITIZENS UTILS CO DEB 7.4807 7.4500 01/15/2004 PBOB
177342AM4 CITIZENS UTILS CO DEB 7.5445 7.0000 11/01/2025 PBOB
181900AD3 CLARK REFINING & MARKETING INC 8.4855 8.3750 11/15/2007 PBOB
181900AL5 CLARK R & M SR NTS 8.6604 8.6250 08/15/2008 PBOB
184502AC6 CLEAR CHANNEL COMM NTS 6.6647 6.6250 06/15/2008 PBOB
184502AD4 CLEAR CHANNEL COMM BD 6.9669 6.8750 06/15/2018 PBOB
190441AR6 COASTAL CORP DEB 7.4551 7.7500 10/15/2035 PBOB
190441AT2 COASTAL CORP SR NTS 7.8512 7.4200 02/15/2037 PBOB
190441AT2 COASTAL CORP SR NTS 7.4543 7.4200 02/15/2037 PBOB
190441AT2 COASTAL CORP SR NTS 7.5785 7.4200 02/15/2037 PBOB
190441AW5 COASTAL CORP BNDS 7.1154 6.9500 06/01/2028 PBOB
19073*AD4 COATS & CLARK INC GTD SR NTS 8.7400 8.7400 12/15/2001 PROB
191219AP9 COCA COLA ENTERPRISES INC NTS 7.5456 8.5000 02/01/2022 PBOB
191219AP9 COCA COLA ENTERPRISES INC NTS 7.5435 8.5000 02/01/2022 PBOB
191219AP9 COCA COLA ENTERPRISES INC NTS 7.7484 8.5000 02/01/2022 PBOB
191219AP9 COCA COLA ENTERPRISES INC NTS 7.1631 8.5000 02/01/2022 PBOB
191219AW4 COCA COLA ENTERPRISES INC NTS 7.0189 7.0000 10/01/2026 PBOB
191219BA1 COCA-COLA ENTERPRISES INC 6.6454 6.6250 08/01/2004 PBOB
191219BB9 COCA-COLA ENTERPRISES INC 7.1453 7.1250 08/01/2017 PBOB
191219BE3 COCA COLA ENTERPRISES INC DEB 6.8352 6.7500 09/15/2028 PBOB
192395AB7 COGENTRIX ENERGY SR NTS 8.8236 8.7500 10/15/2008 PBOB
193908DK3 CMOT CMO SERS 64 CL Z 11.6610 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 9.3733 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 11.6658 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 11.6634 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 9.3737 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 9.3701 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 11.7007 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 11.6422 9.0000 11/20/2020 CMO
</TABLE>
Page 8 of 141
<PAGE> 165
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
193908DK3 CMOT CMO SERS 64 CL Z 105,570 83,518 110,321 792 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 38,389 37,070 40,117 288 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 47,986 37,781 50,145 360 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 108,772 86,052 113,667 816 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 39,553 38,195 41,333 297 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 49,442 38,927 51,667 371 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 109,588 86,578 114,519 822 11.6575 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 39,850 38,470 41,643 299 9.3729 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 110,410 87,227 115,378 828 11.6576 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 40,149 38,759 41,956 301 9.3729 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 107,963 85,411 112,821 810 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 39,259 37,910 41,026 294 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 106,361 84,144 111,147 798 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 38,677 37,348 40,417 290 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 49,074 38,637 51,282 368 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 48,346 38,064 50,522 363 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 107,159 84,775 111,981 804 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 38,967 37,628 40,721 292 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 48,708 38,350 50,900 365 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 111,238 87,879 116,244 834 11.6578 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 40,450 39,049 42,270 303 9.3730 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 112,073 88,537 117,116 841 11.6580 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 40,753 39,342 42,587 306 9.3730 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 112,913 89,200 117,994 847 11.6581 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 41,059 39,637 42,907 308 9.3730 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 117,211 92,728 122,485 879 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 53,278 41,947 55,676 400 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 42,622 41,158 44,540 320 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 118,090 93,423 123,404 886 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 53,677 42,262 56,092 403 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 42,942 41,467 44,874 322 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 118,976 94,124 124,330 892 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 54,080 42,579 56,514 406 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 43,264 41,778 45,211 324 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 119,868 94,830 125,262 899 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 54,485 42,898 56,937 409 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 43,588 42,091 45,549 327 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 120,767 95,541 126,202 906 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 54,894 43,220 57,364 412 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 43,915 42,407 45,891 329 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 121,673 96,258 127,148 913 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 55,306 43,544 57,795 415 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 44,244 42,725 46,235 332 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 222,884 222,884 232,914 1,672 9.0000 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 123,505 123,506 129,063 926 9.0000 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 56,138 56,139 58,664 421 9.0000 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 44,911 44,911 46,932 337 9.0000 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 226,239 226,240 236,420 1,697 9.0000 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 227,936 227,937 238,193 1,710 9.0000 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 229,646 229,646 239,980 1,722 9.0000 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 231,368 231,369 241,780 1,735 9.0000 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 233,103 233,104 243,593 1,748 9.0000 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 234,852 199,267 245,420 1,761 10.8095 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 236,613 199,280 247,261 1,775 10.8956 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 238,388 200,771 249,115 1,788 10.8958 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 240,175 203,776 250,983 1,801 10.8100 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 113,760 89,868 118,879 853 11.6583 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 41,367 39,934 43,229 310 9.3730 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 114,613 90,541 119,771 860 11.6585 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 41,677 40,234 43,552 313 9.3731 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 115,473 91,218 120,669 866 11.6587 9.0000 11/20/2020 CMO
</TABLE>
Page 9 of 141
<PAGE> 166
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
193908DK3 CMOT CMO SERS 64 CL Z 41,990 40,535 43,880 315 9.3731 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 116,339 91,901 121,574 873 11.6588 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 42,305 40,839 44,209 317 9.3731 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 12,017 9,507 12,558 90 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 34,063 32,893 35,596 255 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 42,898 33,775 44,828 322 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 94,376 74,663 98,623 708 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 34,318 33,140 35,862 257 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 34,576 33,388 36,132 259 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 95,084 75,223 99,363 713 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 43,220 34,028 45,165 324 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 95,797 75,787 100,108 718 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 43,544 34,283 45,503 327 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 34,835 33,639 36,403 261 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 96,516 76,355 100,859 724 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 43,870 34,541 45,844 329 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 35,096 33,891 36,675 263 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 97,240 76,928 101,616 729 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 44,200 34,800 46,189 332 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 35,360 34,145 36,951 265 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 35,625 34,401 37,228 267 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 97,969 77,505 102,378 735 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 44,531 35,061 46,535 334 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 35,892 34,659 37,507 269 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 98,704 78,086 103,146 740 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 44,865 35,324 46,884 336 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 99,444 78,672 103,919 746 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 45,202 35,589 47,236 339 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 36,161 34,919 37,788 271 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 36,432 35,172 38,071 273 9.3726 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 100,190 79,165 104,699 751 11.6556 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 36,706 35,436 38,358 275 9.3726 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 100,941 79,758 105,483 757 11.6558 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 36,981 35,711 38,645 277 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 46,226 36,395 48,306 347 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 101,698 80,455 106,274 763 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 134,085 106,044 140,119 1,006 11.6446 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 48,758 47,080 50,952 366 9.3706 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 135,091 106,873 141,170 1,013 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 61,405 48,346 64,168 461 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 49,124 47,436 51,335 368 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 137,125 108,447 143,296 1,028 11.6447 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 49,863 48,148 52,107 374 9.3706 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 136,104 107,657 142,229 1,021 11.6427 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 49,492 47,791 51,719 371 9.3702 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 138,153 109,242 144,370 1,036 11.6467 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 50,237 48,507 52,498 377 9.3709 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 139,189 110,043 145,453 1,044 11.6487 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 50,614 48,869 52,892 380 9.3713 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 140,233 110,850 146,543 1,052 11.6507 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 50,994 49,234 53,289 382 9.3716 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 141,285 111,663 147,643 1,060 11.6528 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 51,376 49,602 53,688 385 9.3720 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 142,345 112,481 148,751 1,068 11.6549 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 51,761 49,972 54,090 388 9.3723 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 143,412 113,536 149,866 1,076 11.6322 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 65,187 51,360 68,120 489 11.6906 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 52,150 50,365 54,497 391 9.3684 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 144,488 114,367 150,990 1,084 11.6343 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 65,676 51,736 68,631 493 11.6928 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 52,541 50,741 54,905 394 9.3688 9.0000 11/20/2020 CMO
</TABLE>
Page 10 of 141
<PAGE> 167
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
193908DK3 CMOT CMO SERS 64 CL Z 145,572 115,164 152,123 1,092 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 66,169 52,096 69,147 496 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 52,935 51,117 55,317 397 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 146,663 116,007 153,263 1,100 11.6429 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 53,332 51,498 55,732 400 9.3703 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 147,763 116,856 154,412 1,108 11.6451 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 53,732 51,883 56,150 403 9.3706 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 146,663 116,028 153,263 1,100 11.6408 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 66,665 52,487 69,665 500 11.6993 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 53,332 51,500 55,732 400 9.3699 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 146,663 116,007 153,263 1,100 11.6430 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 53,332 51,498 55,732 400 9.3703 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 146,663 115,985 153,263 1,100 11.6453 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 53,332 51,496 55,732 400 9.3706 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 146,663 116,006 153,263 1,100 11.6431 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 53,332 51,498 55,732 400 9.3703 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 156,865 123,940 163,924 1,176 11.6563 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 57,042 55,069 59,609 428 9.3725 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 158,042 124,846 165,154 1,185 11.6587 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 57,469 55,480 60,055 431 9.3729 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 159,227 125,684 166,392 1,194 11.6682 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 72,376 56,854 75,633 543 11.7272 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 57,901 55,887 60,507 434 9.3745 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 160,421 126,602 167,640 1,203 11.6706 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 58,335 56,304 60,960 438 9.3749 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 161,625 127,525 168,898 1,212 11.6731 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 58,772 56,725 61,417 441 9.3753 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 162,837 128,455 170,165 1,221 11.6756 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 59,213 57,148 61,878 444 9.3758 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 164,058 129,392 171,441 1,230 11.6781 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 59,657 57,574 62,342 447 9.3762 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 165,289 130,335 172,727 1,240 11.6807 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 60,105 58,004 62,810 451 9.3766 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 166,528 131,285 174,022 1,249 11.6833 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 60,555 58,436 63,280 454 9.3770 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 167,777 132,241 175,327 1,258 11.6859 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 61,010 58,872 63,755 458 9.3775 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 133,087 105,271 139,076 998 11.6427 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 60,494 47,621 63,216 454 11.7012 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 48,395 46,395 50,573 363 9.4477 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 5,036,250 5,159,635 5,262,881 37,772 8.7483 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 11,079,750 11,378,642 11,578,339 83,098 8.7234 9.0000 11/20/2020 CMO
193908DK3 CMOT CMO SERS 64 CL Z 4,374,141 4,865,648 4,570,977 32,806 7.9179 9.0000 11/20/2020 CMO
19532MAF5 REPUBLIC OF COLUMBIA 12,000,000 11,303,184 10,440,000 428,633 9.2981 7.7000 07/14/2003 PBOB
195325AK1 COLUMBIA-7 3,140,000 3,025,899 2,614,050 90,449 8.2477 7.6250 02/15/2007 PBOB
195325AL9 COLUMBIA-27 8,000,000 7,956,668 5,960,000 253,111 8.4256 8.3750 02/15/2027 PBOB
195325AL9 COLUMBIA-27 4,280,000 3,940,547 3,188,600 135,414 9.1655 8.3750 02/15/2027 PBOB
195325AL9 COLUMBIA-27 6,660,000 6,253,989 4,961,700 210,715 8.9726 8.3750 02/15/2027 PBOB
197648CD8 COLUMBIA ENERGY GROUP 2,732,914 2,732,914 2,834,633 18,588 7.4200 7.4200 11/28/2015 PBOB
197648CE6 COLUMBIA ENERGY GROUP 2,732,914 2,732,914 2,888,881 19,089 7.6200 7.6200 11/28/2025 PBOB
19767QAL9 COLUMBIA HEALTHCARE MTN 7,200,000 7,613,942 7,590,456 27,840 7.9125 8.7000 02/10/2010 PBOB
19767QAS4 COLUMBIA HCA HEALTHCARE NTS 6,900,000 6,980,873 6,219,177 246,579 7.6546 7.7500 07/15/2036 PBOB
197677AF4 COLOMBIA HCA HEALTHCARE NTS 2,670,000 2,508,887 2,585,334 8,200 8.1298 6.9100 06/15/2005 PBOB
19958LAL9 COLUMBUS SOUTHERN PWR CO SECD 15,000,000 14,990,944 15,840,900 271,875 7.2687 7.2500 10/01/2002 PBOB
19958LAL9 COLUMBUS SOUTHERN PWR CO SECD 3,500,000 3,513,667 3,696,210 63,438 7.1295 7.2500 10/01/2002 PBOB
20029PAF6 COMCAST CABLE 4,800,000 4,772,254 5,550,096 67,000 8.4731 8.3750 05/01/2007 PBOB
20029PAG4 COMCAST CABLE COMMUNICATIONS 28,950,000 34,299,824 35,928,977 428,219 7.0620 8.8750 05/01/2017 PBOB
20033WAC2 COMED FINANCING II GTD 10,000,000 10,399,944 10,626,300 391,944 8.1357 8.5000 01/15/2027 PBOB
200339AP4 COMERICA BANK 16,500,000 16,986,502 18,131,850 53,167 6.7860 7.2500 06/15/2007 PBOB
201615DR9 COMMERCIAL CREDIT CO 4,000,000 4,134,682 4,264,400 135,000 6.2338 6.7500 07/01/2007 PBOB
201615DR9 COMMERCIAL CREDIT CO 4,225,000 4,377,401 4,504,273 142,594 6.1978 6.7500 07/01/2007 PBOB
</TABLE>
Page 11 of 141
<PAGE> 168
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
201723AA1 COMMERCIAL METALS CO NTS 3,500,000 3,532,802 3,555,405 116,200 7.0188 7.2000 07/15/2005 PBOB
201728CW0 CMAC 1998-C1 CL B 5,000,000 5,070,760 5,128,150 27,500 6.4001 6.6000 06/15/2008 CMBS
201728CX8 CMAC 1998-C1 CL C 3,000,000 3,042,900 3,058,140 16,900 6.5567 6.7600 06/15/2008 CMBS
201728DK5 CMAC 1998-C2 CL A2 2,000,000 2,014,389 2,006,880 10,050 5.9284 6.0300 03/15/2008 CMBS
201728DN9 CMAC 1998-C2 CL B 14,000,000 14,096,560 13,978,160 71,482 6.0324 6.1270 08/15/2008 CMBS
202795EQ9 COMMONWEALTH ED CO 1ST MTGE 81 3,000,000 2,973,417 3,266,460 107,813 8.7148 8.6250 02/01/2022 PBOB
202795EQ9 COMMONWEALTH ED CO 1ST MTGE 81 5,000,000 4,955,695 5,444,100 179,688 8.7148 8.6250 02/01/2022 PBOB
202795EW6 COMMONWEALTH ED CO 1ST MTGE 84 5,000,000 4,968,562 5,455,100 195,972 8.5625 8.5000 07/15/2022 PBOB
20444MAA1 COMPANIA DE RADIOCOMUNICACIONE 2,400,000 2,380,548 2,220,000 32,683 9.3821 9.2500 05/08/2008 PBOB
20444PAA4 COMPANIA DE DESAROLLO SR NTS 7,300,000 7,300,000 6,059,000 64,055 10.1900 10.1900 05/31/2011 PROB
20444PAA4 COMPANIA DE DESAROLLO SR NTS 1,000,000 1,101,681 830,000 8,775 8.3299 10.1900 05/31/2011 PROB
20444PAA4 COMPANIA DE DESAROLLO SR NTS 3,000,000 3,057,009 2,490,000 26,324 9.8217 10.1900 05/31/2011 PROB
204449AB8 COMPANIA TELECOM CHILE NTS 6,000,000 5,999,137 5,790,360 210,958 7.6276 7.6250 07/15/2006 PBOB
204449AB8 COMPANIA TELECOM CHILE NTS 1,935,000 1,934,722 1,867,391 68,034 7.6276 7.6250 07/15/2006 PBOB
20445LAA2 INTL TELECOM (COINTEL) NTS 6,750,000 6,740,037 5,923,125 248,906 8.8841 8.8500 08/01/2004 PBOB
204912AE9 COMPUTER ASSOCIATES SR NTS 5,000,000 4,977,516 4,952,500 65,972 6.3715 6.2500 04/15/2003 PBOB
204912AF6 COMPUTER ASSOCIATES INTL SR NT 5,000,000 4,894,314 4,948,200 67,292 6.7936 6.3750 04/15/2005 PBOB
204912AF6 COMPUTER ASSOCIATES INTL SR NT 10,000,000 9,788,623 9,896,400 134,583 6.7937 6.3750 04/15/2005 PBOB
204912AG4 COMPUTER ASSOCIATES INTL 25,000,000 24,694,249 24,645,500 343,056 6.6788 6.5000 04/15/2008 PBOB
205887AF9 CONAGRA INC NTS 16,000,000 15,902,352 17,248,640 285,000 7.1760 7.1250 10/01/2026 PBOB
205887AF9 CONAGRA INC NTS 5,000,000 5,149,695 5,390,200 89,063 6.8818 7.1250 10/01/2026 PBOB
205887AQ5 CONAGRA INC DISC NTS 2,500,000 2,500,000 2,634,325 69,792 6.7000 6.7000 08/01/2027 PBOB
205887AQ5 CONAGRA INC DISC NTS 6,333,000 6,487,685 6,673,272 176,796 6.5106 6.7000 08/01/2027 PBOB
205887AR3 CONAGRA INC SR NTS 11,000,000 10,996,049 11,365,310 179,667 7.0029 7.0000 10/01/2028 PBOB
206814AA3 CONE MLS CORP N C DEB 8,075,000 8,392,045 8,257,980 193,183 7.3262 8.1250 03/15/2005 PBOB
207597CZ6 CONNECTICUT LT & PWR CO 1ST & 10,000,000 10,000,000 10,389,100 196,875 7.8750 7.8750 10/01/2024 PBOB
207606AC8 BANKERS TRUST CO.,AS TRUSTEE 6,100,000 6,100,000 6,179,971 23,288 8.5900 8.5900 06/05/2003 PROB
20763#EN7 USGG SHIP FINANCING HULL 420 529,270 529,271 534,563 124 8.4500 8.4500 06/30/2008 PBOB
20763#EN7 USGG SHIP FINANCING HULL 420 851,685 884,999 860,202 200 7.8341 8.4500 06/30/2008 PBOB
20763#EN7 USGG SHIP FINANCING HULL 420 101,538 101,539 102,553 24 8.4500 8.4500 06/30/2008 PBOB
20763#EN7 USGG SHIP FINANCING HULL 420 101,538 101,539 102,553 24 8.4500 8.4500 06/30/2008 PBOB
20763#EN7 USGG SHIP FINANCING HULL 420 4,051,601 4,051,602 4,092,117 951 8.4500 8.4500 06/30/2008 PBOB
20763#EN7 USGG SHIP FINANCING HULL 420 305,864 305,864 308,923 72 8.4500 8.4500 06/30/2008 PBOB
209111BR3 CONSOLIDATED ED CO OF NY INC 10,000,000 9,985,800 10,329,100 217,153 7.4653 7.3750 09/15/2000 PBOB
209111BR3 CONSOLIDATED ED CO OF NY INC 500,000 499,290 516,455 10,858 7.4653 7.3750 09/15/2000 PBOB
209111DA8 CONSOLIDATED ED CO NY DEB 5,000,000 4,986,137 5,382,100 88,167 6.9221 6.9000 10/01/2028 PBOB
209864AT4 CONSOLIDATED RAIL CORP NTS 5,000,000 6,199,931 6,694,750 21,667 7.4856 9.7500 06/15/2020 PBOB
209864AT4 CONSOLIDATED RAIL CORP NTS 20,330,000 25,234,407 27,220,854 88,097 7.4756 9.7500 06/15/2020 PBOB
209864AT4 CONSOLIDATED RAIL CORP NTS 8,000,000 9,881,082 10,711,600 34,667 7.5245 9.7500 06/15/2020 PBOB
209864AT4 CONSOLIDATED RAIL CORP NTS 2,000,000 2,471,497 2,677,900 8,667 7.5196 9.7500 06/15/2020 PBOB
209864AT4 CONSOLIDATED RAIL CORP NTS 8,000,000 9,716,202 10,711,600 34,667 7.6924 9.7500 06/15/2020 PBOB
21039*AQ4 CONSTELLATION HLDGS INC NTS J 10,000,000 10,000,000 10,193,300 231,156 7.4300 7.4300 09/09/2000 PROB
210518AP1 CONSUMERS ENERGY CO SR NTS 12,000,000 11,891,519 12,056,040 318,750 6.5084 6.3750 02/01/2008 PBOB
210518AP1 CONSUMERS ENERGY CO SR NTS 3,000,000 2,972,880 3,014,010 79,688 6.5084 6.3750 02/01/2008 PBOB
210518AP1 CONSUMERS ENERGY CO SR NTS 3,000,000 2,969,401 3,014,010 79,688 6.5256 6.3750 02/01/2008 PBOB
210518AP1 CONSUMERS ENERGY CO SR NTS 15,000,000 14,763,187 15,070,050 398,438 6.6089 6.3750 02/01/2008 PBOB
210518AT3 CONSUMERS ENERGY SR NTS 15,000,000 14,783,824 15,055,200 343,750 7.0129 6.8750 03/01/2018 PBOB
210518AT3 CONSUMERS ENERGY SR NTS 10,000,000 9,897,439 10,036,800 229,167 6.9728 6.8750 03/01/2018 PBOB
210795AU4 CONTINENTAL AIRLINES SR NT 1,240,000 1,287,921 1,302,000 5,236 8.0058 9.5000 12/15/2001 PBOB
210795AU4 CONTINENTAL AIRLINES SR NT 1,150,000 1,194,401 1,207,500 4,856 8.0071 9.5000 12/15/2001 PBOB
210795AU4 CONTINENTAL AIRLINES SR NT 920,000 955,536 966,000 3,884 8.0065 9.5000 12/15/2001 PBOB
210795PA2 CONTINENTAL AIRLINES 2,300,000 2,300,000 2,311,500 8,689 8.0000 8.0000 12/15/2005 PBOB
21238AAC1 CONTROL COM MEX SR NTS 3,600,000 3,587,418 3,312,000 72,188 9.4500 9.3750 04/14/2005 PBOB
21666WAY6 COOPER INDS INC MTN 10,000,000 9,988,985 10,485,800 224,000 6.7407 6.7200 09/08/2005 PBOB
21666WAY6 COOPER INDS INC MTN 14,500,000 14,495,498 15,204,410 324,800 6.7258 6.7200 09/08/2005 PBOB
21666WBA7 COOPER INDS INC MTN 25,000,000 24,942,325 26,174,000 557,500 6.7334 6.6900 09/12/2005 PBOB
21666WBA7 COOPER INDS INC MTN 10,000,000 10,045,223 10,469,600 223,000 6.6053 6.6900 09/12/2005 PBOB
216831AB3 COOPER TIRE & RUBBER CO 10,000,000 9,889,356 11,042,500 224,514 7.7219 7.6250 03/15/2027 PBOB
21686@AA3 COOPERS & LYBRAND LLP SR NTS 10,000,000 10,000,000 10,334,000 197,131 6.8900 6.8900 03/18/2007 PROB
217016A*5 COORS ADOLPH CO NTS 6,000,000 6,000,000 6,031,020 109,250 8.6250 8.6250 03/15/1999 PROB
217016A@3 COORS ADOLPH CO NTS 5,000,000 5,000,000 5,058,400 92,150 8.7300 8.7300 06/15/1999 PROB
</TABLE>
Page 12 of 141
<PAGE> 169
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
217016B#0 COORS ADOLPH CO NTS 8,000,000 8,000,000 8,140,080 147,440 8.7300 8.7300 09/15/1999 PROB
218698AA6 CORESTATES CAPITAL CORP NTS 9,700,000 9,410,265 10,641,773 34,489 8.2758 8.0000 12/15/2026 PBOB
21933@AA4 CORNING ENTERPRISES INC GTD SR 10,000,000 10,000,000 10,411,200 155,567 7.1800 7.1800 04/13/2003 PROB
21935NAL9 CORNING INC MTN 4,000,000 3,860,158 4,196,200 23,600 8.1015 7.0800 02/03/2003 PBOB
21935NAW5 CORNING INC MTN 12,000,000 11,951,419 13,571,160 83,000 8.3382 8.3000 04/04/2025 PBOB
21935NAW5 CORNING INC MTN 10,000,000 9,964,535 11,309,300 69,167 8.3335 8.3000 04/04/2025 PBOB
219350AE5 CORNING INC DEB 5,000,000 4,976,857 5,090,150 99,375 6.8003 6.7500 09/15/2013 PBOB
219350AF2 CORNING INC DEB 9,870,000 9,819,702 10,835,681 313,578 7.6708 7.6250 08/01/2024 PBOB
221597AB3 COSTA RICA REP NT 144A 4,800,000 4,800,000 4,854,000 64,000 8.0000 8.0000 05/01/2003 PBOB
221625AC0 IVORY COAST FLRB 3,750,000 1,251,529 984,375 18,958 9.7177 2.0000 03/29/2018 PBOB
22268*AD3 COURTAULDS PLC SR NOTE 10,000,000 10,000,000 10,677,900 137,700 7.2900 7.2900 04/23/2007 PROB
224399AH8 CRANE CO NTS 15,000,000 15,379,281 16,484,550 375,417 7.8980 8.5000 03/15/2004 PBOB
224399AH8 CRANE CO NTS 7,500,000 7,458,075 8,242,275 187,708 8.6356 8.5000 03/15/2004 PBOB
22765@AB3 CROSSMANN COMMUNITIES, INC. 5,750,000 5,750,000 5,828,200 24,757 7.7500 7.7500 06/11/2008 PROB
228255AF2 CROWN CORK & SEAL INC NTS 15,000,000 14,977,438 16,309,800 579,271 8.4073 8.3750 01/15/2005 PBOB
228255AF2 CROWN CORK & SEAL INC NTS 5,000,000 4,992,479 5,436,600 193,090 8.4073 8.3750 01/15/2005 PBOB
228255AF2 CROWN CORK & SEAL INC NTS 5,000,000 4,992,479 5,436,600 193,090 8.4073 8.3750 01/15/2005 PBOB
228255AF2 CROWN CORK & SEAL INC NTS 2,000,000 1,995,492 2,174,640 77,236 8.4234 8.3750 01/15/2005 PBOB
229396AA4 CRYSTAL RUN PROP INC CL A 144A 4,000,000 4,000,000 4,212,520 13,143 7.3930 7.3930 08/15/2011 CMBS
229396AB2 CRYSTAL RUN PROP INC CL B 144A 3,000,000 3,000,000 3,155,610 10,181 7.6360 7.6360 08/15/2011 CMBS
229396AC0 CRYSTAL RUN PROP INC CL C 144A 6,332,762 6,332,762 6,417,874 22,443 7.9740 7.9740 08/15/2011 CMBS
230269A*3 CULTOR LTD SERS A SR NTS 8,000,000 8,000,000 8,249,040 94,604 7.3400 7.3400 05/03/2006 PROB
230269A@1 CULTOR LTD SERS B SR NTS 10,000,000 10,000,000 10,343,700 118,900 7.3800 7.3800 05/03/2008 PROB
23321PG28 DLJ MTGE 97 ACCEP CORP 1,500,000 1,538,303 1,561,875 8,738 6.6036 6.9900 09/15/2007 CMBS
23321PYL6 DLJ MTGE 96 ACCEP CORP 10,000,000 10,064,346 10,537,500 63,167 7.4632 7.5800 02/12/2006 CMBS
23322BCJ5 DLJ CMC 1998-CG1 CL A1B 17,685,000 18,411,796 18,281,869 94,467 5.8390 6.4100 05/10/2008 CMBS
23322BCZ9 DLJCM 1998-CF2 CL A1B 47,000,000 47,711,958 48,013,320 244,400 6.1327 6.2400 11/12/2031 CMBS
23322BDA3 DLJCM 1998-CF2 CL A2 4,000,000 4,059,969 4,103,760 21,600 6.3710 6.4800 11/12/2031 CMBS
23322BDB1 DLJCM 1998-CF2 CL A3 3,000,000 3,045,446 3,072,180 16,625 6.5378 6.6500 11/12/2031 CMBS
23331AAA7 DR HORTON 1,370,000 1,363,642 1,370,000 5,099 8.4830 8.3750 06/15/2004 PBOB
23331AAA7 DR HORTON 550,000 551,136 550,000 2,047 8.3271 8.3750 06/15/2004 PBOB
23331AAA7 DR HORTON 920,000 935,071 920,000 3,424 7.9986 8.3750 06/15/2004 PBOB
23339@AA0 DVCC, INC. 10,000,000 10,000,000 9,614,200 54,681 6.3500 6.3500 08/31/2008 PROB
23424*AA8 DAKOTA, MINN & EASTERN RR CORP 5,000,000 5,000,000 5,364,500 1,407 10.1300 10.1300 06/30/2007 PROB
23424*AB6 DAKOTA, MINN & EASTERN RR CORP 3,280,000 3,280,000 3,422,122 52,632 9.4700 9.4700 04/30/2006 PROB
23583*BT3 DANA CREDIT CORP PROM NT 12,000,000 12,000,000 12,297,240 198,647 7.1800 7.1800 04/08/2006 PROB
236294AA2 DANMALL FIN INC MTGE PASS THRU 5,500,000 5,500,762 5,471,620 28,417 6.1946 6.2000 10/22/2001 CMBS
237194AB1 DARDEN RESTAURANTS INC NTS 10,000,000 9,077,235 9,936,700 296,875 8.1340 7.1250 02/01/2016 PBOB
239753BN5 DAYTON HUDSON CORP NTS 3,000,000 2,998,262 3,235,560 72,500 7.2627 7.2500 09/01/2004 PBOB
239753BN5 DAYTON HUDSON CORP NTS 4,000,000 3,997,683 4,314,080 96,667 7.2627 7.2500 09/01/2004 PBOB
239753BP0 DAYTON HUDSON CORP DEB 5,700,000 5,687,212 6,405,261 40,375 8.5221 8.5000 12/01/2022 PBOB
239753BU9 DAYTON HUDSON CORP MTS 6,315,000 7,563,828 8,391,561 26,242 7.4844 9.3500 06/16/2020 PBOB
239753Q#6 DAYTON HUDSON CORP MTN 5,000,000 5,536,667 6,578,200 21,156 8.3110 9.5200 06/10/2015 PBOB
239753Y#7 DAYTON HUDSON CORP MTN 5,000,000 5,527,763 6,568,100 21,111 8.3111 9.5000 06/10/2015 PBOB
242361AA1 DEAN FOODS CO 3,750,000 3,740,286 3,990,113 11,250 6.8002 6.7500 06/15/2005 PBOB
242361AA1 DEAN FOODS CO 3,750,000 3,740,286 3,990,113 11,250 6.8002 6.7500 06/15/2005 PBOB
24422EFC8 DEERE & CO CAPITAL CORP MTN 9,000,000 9,012,483 9,675,720 219,950 8.2477 8.3000 01/21/2002 PBOB
247109AR2 DELMARVA PWR & LT CO 1ST MTGE 5,000,000 4,976,966 5,419,200 177,083 8.5461 8.5000 02/01/2022 PBOB
247109AR2 DELMARVA PWR & LT CO 1ST MTGE 2,000,000 1,990,786 2,167,680 70,833 8.5461 8.5000 02/01/2022 PBOB
247109AT8 DELMARVA PWR & LT CO 1ST MTGE 10,000,000 9,997,018 10,838,400 203,750 8.1533 8.1500 10/01/2015 PBOB
247361WG9 DELTA AIRLINES 20,000,000 25,322,246 25,241,400 864,583 7.0642 10.3750 02/01/2011 PBOB
24820RAB4 DEN NORSKE STATS OLJESELSKAP 5,000,000 3,982,918 4,985,550 9,028 8.4716 6.5000 12/21/2023 PROB
24821*AC1 DEN NORSKE STATS OLJESELSKAP 50,000,000 50,000,000 53,699,500 1,989,944 8.3300 8.3300 01/09/2002 PROB
250847BN9 DETROIT ED CO GEN & REF MTGE 40,000,000 39,974,548 40,420,400 121,422 6.9000 6.8300 12/15/1999 PROB
251536AA6 DEUTSCHE BANK LUXEMBOURG 25,000,000 25,000,000 23,093,750 14,219 6.8250 6.8250 12/28/2007 PBOB
25247DAA9 DIAL CORP SR NTS 19,000,000 18,923,634 19,401,090 336,194 6.5566 6.5000 09/15/2008 PBOB
252747AF7 DIAMOND SHAMROCK INC NTS 2,000,000 1,996,976 2,109,860 76,500 7.6633 7.6500 07/01/2026 PBOB
252747AF7 DIAMOND SHAMROCK INC NTS 4,000,000 3,993,951 4,219,720 153,000 7.6633 7.6500 07/01/2026 PBOB
254063AM2 DILLARD DEPT STORES INC DEB 21,750,000 23,665,443 26,276,828 826,953 8.0018 9.1250 08/01/2011 PBOB
254063AS9 DILLARD DEPT STORES INC NTS 10,000,000 9,941,314 10,278,600 57,292 6.9901 6.8750 06/01/2005 PBOB
254063AS9 DILLARD DEPT STORES INC NTS 11,000,000 11,144,144 11,306,460 63,021 6.6210 6.8750 06/01/2005 PBOB
</TABLE>
Page 13 of 141
<PAGE> 170
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
256605AB2 DOLE FOOD CO NTS 8,000,000 7,977,704 8,086,480 71,556 7.0752 7.0000 05/15/2003 PBOB
25746RAE6 DOMINION RESOURCES CAPITAL TR 15,000,000 15,000,000 15,723,750 97,875 7.8300 7.8300 12/01/2027 PBOB
257561AT7 DOMTAR INC 4,200,000 4,571,852 4,137,000 166,250 8.5196 9.5000 08/01/2016 PBOB
257561AT7 DOMTAR INC 780,000 846,248 768,300 30,875 8.5571 9.5000 08/01/2016 PBOB
257651A#6 DONALDSON COMPANY, INC. 9,200,000 9,200,000 9,159,152 223,721 6.3900 6.3900 08/15/2010 PROB
257867AF8 DONNELLEY R R & SONS CO NTS 5,000,000 5,948,149 6,609,700 93,100 7.2862 8.8200 04/15/2031 PBOB
260003AA6 DOVER CORP NTS 15,500,000 15,476,097 16,329,560 127,746 6.4782 6.4500 11/15/2005 PBOB
260003AA6 DOVER CORP NTS 4,500,000 4,493,060 4,740,840 37,088 6.4782 6.4500 11/15/2005 PBOB
260003AA6 DOVER CORP NTS 18,600,000 17,711,233 19,595,472 153,295 7.3481 6.4500 11/15/2005 PBOB
26054CBR3 DOW CAPITAL BV GTD MTN 9,485,000 9,910,588 11,153,127 68,292 8.2058 8.6400 06/01/2022 PBOB
261597AF5 DRESSER INDS INC NTS 7,300,000 7,105,930 7,393,294 38,021 8.2773 6.2500 06/01/2000 PBOB
261597AF5 DRESSER INDS INC NTS 8,000,000 8,000,000 8,102,240 41,667 6.2500 6.2500 06/01/2000 PBOB
266849AA6 DURIRON CO INC PROM NTS 144 9,717,200 9,717,200 9,940,113 90,953 7.0200 7.0200 02/11/2001 PROB
268766AF9 EOP OPERATING LP SR NTS 15,000,000 14,982,200 14,703,450 375,417 6.6489 6.6250 02/15/2005 PBOB
268766AF9 EOP OPERATING LP SR NTS 1,500,000 1,498,220 1,470,345 37,542 6.6489 6.6250 02/15/2005 PBOB
26882PAA0 ENTERPRISE RENT-A-CAR 144A 10,000,000 10,185,226 10,352,600 231,667 6.5219 6.9500 03/01/2004 PROB
26882PAB8 ERAC USA FINANCE CO NTS 23,085,000 23,279,931 23,461,978 577,766 6.4558 6.6250 02/15/2005 PBOB
26882PAC6 ENTERPRISE RENT-A-CAR 5,500,000 5,499,461 5,666,650 141,289 6.8015 6.8000 02/15/2008 PBOB
26884AAE3 EQUITY RESIDENTIAL PPTYS 5,000,000 4,921,191 4,673,050 75,208 7.2803 7.1250 10/15/2017 PBOB
26884AAF0 EQUITY RESIDENTAL PPTYS 7,000,000 6,990,134 6,946,940 59,481 6.6844 6.6500 11/15/2003 PBOB
277432AC4 EASTMAN CHEM CO DEB 4,000,000 3,984,306 4,224,800 13,556 7.6603 7.6250 06/15/2024 PBOB
278058AQ5 EATON CORP NTS 10,000,000 9,925,594 10,430,600 54,167 6.5597 6.5000 06/01/2025 PBOB
280875AB1 EDISON BROTHERS STORES SR NTS 1,900 1,249 1,224 88 19.2593 11.0000 09/26/2007 PBOB
280875AB1 EDISON BROTHERS STORES SR NTS 7,596 5,002 4,893 350 19.2184 11.0000 09/26/2007 PBOB
283695BB9 EL PASO NATRL GAS CO DEB 5,000,000 5,017,018 5,252,200 178,681 7.6224 7.7500 01/15/2002 PBOB
283695BB9 EL PASO NATRL GAS CO DEB 8,000,000 8,038,139 8,403,520 285,889 7.5714 7.7500 01/15/2002 PBOB
284420A#3 ELCO INDS INC SR NTS 4,499,999 4,500,000 4,710,284 94,125 10.0400 10.0400 04/16/2001 PROB
28487#AB5 ELECTRIC ENERGY INC MTN 5,444,444 5,444,445 5,546,527 15,995 6.6100 6.6100 12/15/2005 PROB
28487#AB5 ELECTRIC ENERGY INC MTN 14,000,000 14,000,000 14,262,500 41,129 6.6100 6.6100 12/15/2005 PROB
29271@AA7 ENERGY NETWORK, INC (THE) 42,000,000 42,000,000 41,999,580 489,300 6.9900 6.9900 11/01/2009 PROB
29271@AB5 THE ENERGY NETWORK, INC. 5,200,000 5,200,000 5,136,040 76,743 6.9000 6.9000 10/14/2010 PROB
29274FAB0 ENERSIS SA NTS 5,000,000 4,539,873 4,126,200 30,833 8.4027 7.4000 12/01/2016 PBOB
29274FAB0 ENERSIS SA NTS 14,000,000 11,598,136 11,553,360 86,333 9.3977 7.4000 12/01/2016 PBOB
293567AT0 ENSERCH CORP NTS 3,000,000 2,988,954 3,062,880 79,688 6.4611 6.3750 02/01/2004 PBOB
293567AT0 ENSERCH CORP NTS 5,000,000 4,667,066 5,104,800 132,813 7.9947 6.3750 02/01/2004 PBOB
293567AV5 ENSERCH CORP NTS 5,000,000 4,992,750 5,273,050 15,833 7.1534 7.1250 06/15/2005 PBOB
293779AA2 ENTERPRISE OIL 15,000,000 14,961,487 15,041,400 295,917 6.7395 6.7000 09/15/2007 PBOB
294429AA3 EQUIFAX INC SR NTS 7,000,000 6,981,183 7,184,940 20,222 6.5706 6.5000 06/15/2003 PBOB
294429AC9 EQUIFAX INC DEB 25,000,000 24,751,274 24,878,000 862,500 6.9800 6.9000 07/01/2028 PBOB
29444VAC8 EQUISTAR CHEMICALS LP NTS 5,000,000 4,692,399 4,660,750 122,778 7.6360 6.5000 02/15/2006 PBOB
29587#AE6 ERNST & YOUNG SR NTS SERIES B 9,500,000 9,500,000 10,261,710 305,457 7.4200 7.4200 07/25/2009 PROB
29744#AC0 ESTERLINE TECHNOLOGIES CORP. 15,000,000 15,000,000 14,777,550 124,117 6.7700 6.7700 11/15/2008 PROB
302154AD1 EXPORT-IMPORT BANK KOREA 2,000,000 1,668,450 1,711,400 48,167 9.6471 6.3750 02/15/2006 PBOB
30217VAC1 EXPRESS PIPELINE LP SUB NTS 10,791,360 10,791,360 10,116,900 2,215 7.3900 7.3900 12/31/2017 PROB
30239XAA5 FBG FIN LTD NTS 144A 6,000,000 6,058,020 6,174,120 51,750 6.5729 6.7500 11/15/2005 PROB
30247#AE6 FKI INDUSTRIES INC GTD SR NTS 10,000,000 10,000,000 10,256,700 169,250 6.7700 6.7700 04/01/2003 PROB
30247#AF3 FKI INDUSTRIES INC GTD SR NTS 10,000,000 10,000,000 10,466,100 174,500 6.9800 6.9800 04/01/2006 PROB
30247#AK2 FKI INDUSTRIES INC. 10,000,000 10,000,000 10,564,700 159,750 7.1000 7.1000 10/10/2007 PROB
30251TAA7 FIRST NATL BANK CHICAGO 93-A 17,300,000 18,618,631 20,450,330 644,560 7.3306 8.0800 01/05/2018 PBOB
30252#AA6 FBS LTD LEASE SR NTS 18,273,068 18,273,068 19,854,602 60,423 7.4400 7.4400 07/30/2012 PROB
30255*AA7 FINANCIERE NEOPOST S.A. 3,688,740 3,688,740 3,530,493 44,186 6.8450 6.8450 06/24/2006 PROB
302633A*3 FSI INT'L INC SER A SR NTS 15,000,000 15,000,000 14,494,950 35,750 7.1500 7.1500 12/19/2004 PROB
305915AA8 FALCONBRIDGE LTD DEB 5,000,000 5,000,000 5,166,400 122,917 7.3750 7.3750 09/01/2005 PBOB
305915AA8 FALCONBRIDGE LTD DEB 5,000,000 5,000,000 5,166,400 122,917 7.3750 7.3750 09/01/2005 PBOB
3128FJUX4 FHLMC 30 YR CONV GOLD D76898 682,926 703,371 707,143 4,553 7.7379 8.0000 12/01/2026 MBS
3128FJUX4 FHLMC 30 YR CONV GOLD D76898 682,926 703,371 707,143 4,553 7.7379 8.0000 12/01/2026 MBS
3128FRUS7 FHLMC 30 YR CONV GOLD D82393 656,326 675,989 679,501 4,376 7.7396 8.0000 09/01/2027 MBS
3128FSAF5 FHLMC 30 YR CONV GOLD D82706 402,328 413,564 413,139 2,515 7.2682 7.5000 10/01/2027 MBS
3128FTBJ4 FHLMC 30 YR CONV GOLD D83641 43,929 45,156 45,109 275 7.2684 7.5000 11/01/2027 MBS
3128FTBJ4 FHLMC 30 YR CONV GOLD D83641 762,787 784,089 783,283 4,767 7.2684 7.5000 11/01/2027 MBS
3128FTBJ4 FHLMC 30 YR CONV GOLD D83641 45,322 46,588 46,540 283 7.2684 7.5000 11/01/2027 MBS
</TABLE>
Page 14 of 141
<PAGE> 171
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3128FTNU6 FHLMC 30 YR CONV GOLD D84003 499,991 513,954 513,426 3,125 7.2684 7.5000 11/01/2027 MBS
3128FTTL0 FHLMC 30 YR CONV GOLD D84155 776,334 798,014 797,194 4,852 7.2684 7.5000 11/01/2027 MBS
3128FTXL5 FHLMC 30 YR CONV GOLD D84283 439,343 451,613 451,148 2,746 7.2685 7.5000 12/01/2027 MBS
31280ARX3 FHLMC 15 YR CONV GOLD E57702 243,594 238,858 248,997 1,421 7.2696 7.0000 04/01/2009 MBS
31280AT52 FHLMC 15 YR CONV GOLD E57772 270,116 269,814 276,107 1,576 7.0154 7.0000 04/01/2009 MBS
31280AT52 FHLMC 15 YR CONV GOLD E57772 80,137 80,048 81,914 467 7.0154 7.0000 04/01/2009 MBS
31280AT52 FHLMC 15 YR CONV GOLD E57772 245,376 245,102 250,818 1,431 7.0154 7.0000 04/01/2009 MBS
31280AT52 FHLMC 15 YR CONV GOLD E57772 357,139 356,739 365,060 2,083 7.0154 7.0000 04/01/2009 MBS
31280AVV2 FHLMC 15 YR CONV GOLD E57828 208,994 208,760 213,629 1,219 7.0154 7.0000 04/01/2009 MBS
31280AVV2 FHLMC 15 YR CONV GOLD E57828 304,917 304,576 311,680 1,779 7.0154 7.0000 04/01/2009 MBS
31280AWA7 FHLMC 15 YR CONV GOLD E57841 162,217 162,036 165,815 946 7.0154 7.0000 04/01/2009 MBS
31280AWA7 FHLMC 15 YR CONV GOLD E57841 105,885 105,767 108,234 618 7.0154 7.0000 04/01/2009 MBS
31280AWB5 FHLMC 15 YR CONV GOLD E57842 263,215 262,920 269,053 1,535 7.0154 7.0000 04/01/2009 MBS
31280AZG1 FHLMC 15 YR CONV GOLD E57943 29,516 29,574 30,235 172 6.9730 7.0000 04/01/2009 MBS
31280AZG1 FHLMC 15 YR CONV GOLD E57943 467,345 467,367 478,734 2,726 6.9994 7.0000 04/01/2009 MBS
31280A2P7 FHLMC 15 YR CONV GOLD E57982 291,305 290,980 298,404 1,699 7.0154 7.0000 04/01/2009 MBS
31280A2P7 FHLMC 15 YR CONV GOLD E57982 241,907 241,636 247,802 1,411 7.0154 7.0000 04/01/2009 MBS
31280A3S0 FHLMC 15 YR CONV GOLD E58009 307,332 306,988 314,149 1,793 7.0154 7.0000 04/01/2009 MBS
31280A3S0 FHLMC 15 YR CONV GOLD E58009 228,290 228,035 233,353 1,332 7.0154 7.0000 04/01/2009 MBS
31280A3S0 FHLMC 15 YR CONV GOLD E58009 138,834 138,679 141,913 810 7.0154 7.0000 04/01/2009 MBS
31280A3S0 FHLMC 15 YR CONV GOLD E58009 51,009 50,952 52,140 298 7.0154 7.0000 04/01/2009 MBS
31280A6E8 FHLMC 15 YR CONV GOLD E58069 236,541 236,277 241,787 1,380 7.0154 7.0000 04/01/2009 MBS
31280BBT7 FHLMC 15 YR CONV GOLD E58150 194,947 194,729 199,698 1,137 7.0154 7.0000 04/01/2009 MBS
31280BCR0 FHLMC 15 YR CONV GOLD E58180 314,434 314,083 321,408 1,834 7.0154 7.0000 04/01/2009 MBS
31280BFU0 FHLMC 15 YR CONV GOLD E58279 60,738 60,671 62,085 354 7.0154 7.0000 04/01/2009 MBS
31280BFU0 FHLMC 15 YR CONV GOLD E58279 174,545 174,350 178,416 1,018 7.0154 7.0000 04/01/2009 MBS
31280BGP0 FHLMC 15 YR CONV GOLD E58306 565,602 565,628 579,386 3,299 6.9994 7.0000 04/01/2009 MBS
31280BGY1 FHLMC 15 YR CONV GOLD E58315 264,756 264,460 270,628 1,544 7.0154 7.0000 04/01/2009 MBS
31280BGY1 FHLMC 15 YR CONV GOLD E58315 268,444 268,144 274,398 1,566 7.0154 7.0000 04/01/2009 MBS
31280BHK0 FHLMC 15 YR CONV GOLD E58334 107,860 108,126 110,252 629 6.9663 7.0000 04/01/2009 MBS
31280BHK0 FHLMC 15 YR CONV GOLD E58334 63,452 63,382 64,859 370 7.0154 7.0000 04/01/2009 MBS
31280BHK0 FHLMC 15 YR CONV GOLD E58334 42,391 42,344 43,331 247 7.0154 7.0000 04/01/2009 MBS
31280BMH1 FHLMC 15 YR CONV GOLD E58460 341,817 341,832 350,147 1,994 6.9994 7.0000 05/01/2009 MBS
31280BMH1 FHLMC 15 YR CONV GOLD E58460 393,617 393,635 403,209 2,296 6.9994 7.0000 05/01/2009 MBS
31280BMH1 FHLMC 15 YR CONV GOLD E58460 23,773 23,774 24,352 139 6.9994 7.0000 05/01/2009 MBS
31280BVU2 FHLMC 15 YR CONV GOLD E58727 154,817 151,801 158,251 903 7.2686 7.0000 05/01/2009 MBS
31280BZR5 FHLMC 15 YR CONV GOLD E58852 450,170 449,944 457,215 2,438 6.5067 6.5000 05/01/2009 MBS
31280BZR5 FHLMC 15 YR CONV GOLD E58852 612,971 612,664 622,564 3,320 6.5067 6.5000 05/01/2009 MBS
31280B2S9 FHLMC 15 YR CONV GOLD E58885 207,796 195,673 211,048 1,126 7.3058 6.5000 05/01/2009 MBS
31280B2S9 FHLMC 15 YR CONV GOLD E58885 179,716 169,231 182,529 973 7.3058 6.5000 05/01/2009 MBS
31280B2S9 FHLMC 15 YR CONV GOLD E58885 143,872 143,800 146,124 779 6.5067 6.5000 05/01/2009 MBS
31280B2S9 FHLMC 15 YR CONV GOLD E58885 322,998 322,836 328,053 1,750 6.5067 6.5000 05/01/2009 MBS
31280CBB4 FHLMC 15 YR CONV GOLD E59034 254,901 249,925 261,113 1,487 7.2677 7.0000 06/01/2009 MBS
31280CCF4 FHLMC 15 YR CONV GOLD E59070 72,261 68,036 73,502 391 7.3031 6.5000 06/01/2009 MBS
31280CCF4 FHLMC 15 YR CONV GOLD E59070 513,605 483,576 522,429 2,782 7.3031 6.5000 06/01/2009 MBS
31280CCF4 FHLMC 15 YR CONV GOLD E59070 128,008 120,524 130,207 693 7.3031 6.5000 06/01/2009 MBS
31280CCF4 FHLMC 15 YR CONV GOLD E59070 149,561 149,486 152,130 810 6.5067 6.5000 06/01/2009 MBS
31280CDN6 FHLMC 15 YR CONV GOLD E59109 150,650 147,710 153,991 879 7.2677 7.0000 06/01/2009 MBS
31280CK40 FHLMC 15 YR CONV GOLD E59315 317,736 299,120 322,709 1,721 7.3004 6.5000 07/01/2009 MBS
31280CL64 FHLMC 15 YR CONV GOLD E59349 36,310 34,183 36,878 197 7.3004 6.5000 07/01/2009 MBS
31280CL64 FHLMC 15 YR CONV GOLD E59349 479,129 451,057 486,627 2,595 7.3004 6.5000 07/01/2009 MBS
31280CL64 FHLMC 15 YR CONV GOLD E59349 445,318 419,226 452,287 2,412 7.3004 6.5000 07/01/2009 MBS
31280CL64 FHLMC 15 YR CONV GOLD E59349 16,393 15,433 16,650 89 7.3004 6.5000 07/01/2009 MBS
31280CVM8 FHLMC 15 YR CONV GOLD E59620 55,994 54,896 57,359 327 7.2650 7.0000 09/01/2009 MBS
31280EZT5 FHLMC 15 YR CONV GOLD E60754 110,551 109,347 112,450 599 6.6358 6.5000 07/01/2010 MBS
31280EZT5 FHLMC 15 YR CONV GOLD E60754 358,159 354,254 364,312 1,940 6.6358 6.5000 07/01/2010 MBS
31280EZT5 FHLMC 15 YR CONV GOLD E60754 479,298 474,073 487,532 2,596 6.6358 6.5000 07/01/2010 MBS
31280EZT5 FHLMC 15 YR CONV GOLD E60754 479,298 474,073 487,532 2,596 6.6358 6.5000 07/01/2010 MBS
31280EZT5 FHLMC 15 YR CONV GOLD E60754 479,298 474,073 487,532 2,596 6.6358 6.5000 07/01/2010 MBS
31280EZT5 FHLMC 15 YR CONV GOLD E60754 28,473 28,163 28,962 154 6.6358 6.5000 07/01/2010 MBS
31280EZT5 FHLMC 15 YR CONV GOLD E60754 12,185 12,053 12,394 66 6.6358 6.5000 07/01/2010 MBS
</TABLE>
Page 15 of 141
<PAGE> 172
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31280EZT5 FHLMC 15 YR CONV GOLD E60754 128,162 126,766 130,364 694 6.6358 6.5000 07/01/2010 MBS
31280EZT5 FHLMC 15 YR CONV GOLD E60754 231,067 228,549 235,037 1,252 6.6358 6.5000 07/01/2010 MBS
31280FGH9 FHLMC 15 YR CONV GOLD E61100 592,502 585,982 601,941 3,209 6.6357 6.5000 09/01/2010 MBS
31280FGH9 FHLMC 15 YR CONV GOLD E61100 544,612 538,619 553,288 2,950 6.6357 6.5000 09/01/2010 MBS
31280GR77 FHLMC 15 YR CONV GOLD E62310 198,735 195,639 199,913 994 6.1851 6.0000 12/01/2010 MBS
31280GR77 FHLMC 15 YR CONV GOLD E62310 215,838 212,475 217,118 1,079 6.1851 6.0000 12/01/2010 MBS
31280GR77 FHLMC 15 YR CONV GOLD E62310 218,827 215,417 220,125 1,094 6.1851 6.0000 12/01/2010 MBS
31280GR77 FHLMC 15 YR CONV GOLD E62310 52,140 51,328 52,449 261 6.1851 6.0000 12/01/2010 MBS
31280GWY2 FHLMC 15 YR CONV GOLD E62463 266,006 261,857 267,583 1,330 6.1845 6.0000 01/01/2011 MBS
31280GZE3 FHLMC 15 YR CONV GOLD E62541 238,482 234,762 239,896 1,192 6.1845 6.0000 01/01/2011 MBS
31280GZE3 FHLMC 15 YR CONV GOLD E62541 219,751 216,323 221,054 1,099 6.1845 6.0000 01/01/2011 MBS
31280GZE3 FHLMC 15 YR CONV GOLD E62541 215,799 212,433 217,079 1,079 6.1845 6.0000 01/01/2011 MBS
31280G3H1 FHLMC 15 YR CONV GOLD E62600 233,232 229,589 234,615 1,166 6.1838 6.0000 02/01/2011 MBS
31280G3H1 FHLMC 15 YR CONV GOLD E62600 223,112 219,627 224,435 1,116 6.1838 6.0000 02/01/2011 MBS
31280G3H1 FHLMC 15 YR CONV GOLD E62600 231,341 227,728 232,713 1,157 6.1838 6.0000 02/01/2011 MBS
31280G4H0 FHLMC 15 YR CONV GOLD E62624 210,175 206,896 211,421 1,051 6.1845 6.0000 01/01/2011 MBS
31280G4H0 FHLMC 15 YR CONV GOLD E62624 228,242 224,682 229,595 1,141 6.1845 6.0000 01/01/2011 MBS
31280G4H0 FHLMC 15 YR CONV GOLD E62624 213,916 210,579 215,185 1,070 6.1845 6.0000 01/01/2011 MBS
31283GGE1 FHLMC 30 YR CONV GOLD G00197 593,433 609,961 609,563 3,709 7.2585 7.5000 02/01/2024 MBS
31283GGE1 FHLMC 30 YR CONV GOLD G00197 718,631 738,647 738,163 4,491 7.2585 7.5000 02/01/2024 MBS
31283GGE1 FHLMC 30 YR CONV GOLD G00197 277,151 284,871 284,684 1,732 7.2585 7.5000 02/01/2024 MBS
31283G5P8 FHLMC 30 YR CONV GOLD G00854 25,000,092 25,718,427 25,671,844 156,251 7.2620 7.5000 12/01/2027 MBS
31283G6Z5 FHLMC 30 YR CONV GOLD G00888 570,934 586,462 586,275 3,568 7.2750 7.5000 03/01/2028 MBS
31283JC66 FHLMC 15 YR CONV GOLD G10093 199,642 195,862 203,635 1,165 7.2819 7.0000 04/01/2008 MBS
31283JFU0 FHLMC 15 YR CONV GOLD G10179 131,835 129,282 134,759 769 7.2715 7.0000 02/01/2009 MBS
31283JFW6 FHLMC 15 YR CONV GOLD G10181 555,729 520,598 564,426 3,010 7.3859 6.5000 03/01/2009 MBS
31283JFW6 FHLMC 15 YR CONV GOLD G10181 339,827 318,345 345,145 1,841 7.3859 6.5000 03/01/2009 MBS
31283JFW6 FHLMC 15 YR CONV GOLD G10181 346,046 324,171 351,462 1,874 7.3859 6.5000 03/01/2009 MBS
31283JFW6 FHLMC 15 YR CONV GOLD G10181 313,543 293,722 318,450 1,698 7.3859 6.5000 03/01/2009 MBS
31283JHR5 FHLMC 15 YR CONV GOLD G10240 23,754 23,290 24,281 139 7.2668 7.0000 07/01/2009 MBS
31283JJF9 FHLMC 15 YR CONV GOLD G10262 510,922 480,987 518,918 2,768 7.3004 6.5000 07/01/2009 MBS
31283JJF9 FHLMC 15 YR CONV GOLD G10262 89,076 83,857 90,470 483 7.3004 6.5000 07/01/2009 MBS
31283JJF9 FHLMC 15 YR CONV GOLD G10262 306,055 288,124 310,845 1,658 7.3004 6.5000 07/01/2009 MBS
31283JJF9 FHLMC 15 YR CONV GOLD G10262 17,801 16,759 18,080 96 7.3004 6.5000 07/01/2009 MBS
312911R85 FHLMC CMO SERS 1371 CLPF PAC 9,468,664 9,495,579 9,446,413 43,398 5.4760 5.5000 02/15/2018 CMO
3129113C2 FHLMC CMO SERS 1361 CLD PAC 7,000,000 6,932,128 7,011,200 35,000 6.1735 6.0000 11/15/2005 CMO
312915T35 FHLMC CMO SERS 1503 CLPG PAC 15,000,000 14,936,647 15,178,950 80,625 6.4878 6.4500 12/15/2018 CMO
312915T35 FHLMC CMO SERS 1503 CLPG PAC 18,802,287 18,752,487 19,026,598 101,062 6.4737 6.4500 12/15/2018 CMO
312916MC0 FHLMC CMO SERS 1530 CLF PAC 17,543,975 17,492,241 17,748,187 93,568 6.4260 6.4000 04/15/2019 CMO
31292GRS7 FHLMC 30 YR CONV GOLD C00497 903,833 886,624 921,340 5,272 7.1575 7.0000 02/01/2027 MBS
31292GRS7 FHLMC 30 YR CONV GOLD C00497 903,833 886,624 921,340 5,272 7.1575 7.0000 02/01/2027 MBS
31292GRS7 FHLMC 30 YR CONV GOLD C00497 903,833 886,624 921,340 5,272 7.1575 7.0000 02/01/2027 MBS
31292GRS7 FHLMC 30 YR CONV GOLD C00497 903,833 886,624 921,340 5,272 7.1575 7.0000 02/01/2027 MBS
31292GRS7 FHLMC 30 YR CONV GOLD C00497 903,833 886,624 921,340 5,272 7.1575 7.0000 02/01/2027 MBS
31292GRS7 FHLMC 30 YR CONV GOLD C00497 903,839 886,631 921,346 5,272 7.1575 7.0000 02/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 262,625 257,618 267,712 1,532 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 277,584 272,291 282,961 1,619 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 278,577 273,265 283,973 1,625 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 262,665 257,657 267,753 1,532 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 277,525 272,234 282,901 1,619 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 278,573 273,262 283,969 1,625 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 262,711 257,702 267,800 1,532 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 277,461 272,171 282,835 1,619 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 278,568 273,257 283,964 1,625 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 262,762 257,752 267,852 1,533 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 277,388 272,099 282,761 1,618 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 278,564 273,253 283,960 1,625 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 262,822 257,810 267,913 1,533 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 277,307 272,019 282,678 1,618 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 278,559 273,248 283,955 1,625 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 262,890 257,877 267,982 1,534 7.1575 7.0000 04/01/2027 MBS
</TABLE>
Page 16 of 141
<PAGE> 173
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31292GR99 FHLMC 30 YR CONV GOLD C00512 277,213 271,927 282,583 1,617 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 278,554 273,243 283,950 1,625 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 278,411 273,103 283,804 1,624 7.1575 7.0000 04/01/2027 MBS
31292GR99 FHLMC 30 YR CONV GOLD C00512 278,263 272,958 283,653 1,623 7.1575 7.0000 04/01/2027 MBS
31292GSK3 FHLMC 30 YR CONV GOLD C00522 189,673 186,057 193,347 1,106 7.1573 7.0000 05/01/2027 MBS
31292GSK3 FHLMC 30 YR CONV GOLD C00522 284,183 278,764 289,688 1,658 7.1573 7.0000 05/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 280,305 274,958 285,735 1,635 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 281,656 276,283 287,112 1,643 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 265,934 260,861 271,085 1,551 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 280,248 274,902 285,676 1,635 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 281,654 276,281 287,110 1,643 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 265,987 260,913 271,139 1,552 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 280,184 274,839 285,611 1,634 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 281,653 276,280 287,109 1,643 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 266,048 260,973 271,201 1,552 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 280,113 274,769 285,539 1,634 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 281,651 276,278 287,107 1,643 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 266,116 261,039 271,271 1,552 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 280,032 274,691 285,456 1,634 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 281,650 276,277 287,106 1,643 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 266,193 261,115 271,349 1,553 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 279,940 274,600 285,362 1,633 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 281,648 276,276 287,104 1,643 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 266,282 261,203 271,440 1,553 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 266,571 261,486 271,734 1,555 7.1568 7.0000 09/01/2027 MBS
31292GTJ5 FHLMC 30 YR CONV GOLD C00553 266,869 261,778 272,038 1,557 7.1568 7.0000 09/01/2027 MBS
31292GTN6 FHLMC 30 YR CONV GOLD C00557 54,253 55,064 55,304 316 6.8806 7.0000 10/01/2027 MBS
31292GTN6 FHLMC 30 YR CONV GOLD C00557 895,394 878,342 912,738 5,223 7.1564 7.0000 10/01/2027 MBS
31292GTN6 FHLMC 30 YR CONV GOLD C00557 895,394 878,342 912,738 5,223 7.1564 7.0000 10/01/2027 MBS
31292GTN6 FHLMC 30 YR CONV GOLD C00557 895,394 878,342 912,738 5,223 7.1564 7.0000 10/01/2027 MBS
31292GTN6 FHLMC 30 YR CONV GOLD C00557 895,394 878,342 912,738 5,223 7.1564 7.0000 10/01/2027 MBS
31292GTN6 FHLMC 30 YR CONV GOLD C00557 895,394 878,342 912,738 5,223 7.1564 7.0000 10/01/2027 MBS
31292GTN6 FHLMC 30 YR CONV GOLD C00557 895,394 878,342 912,738 5,223 7.1564 7.0000 10/01/2027 MBS
31292GTN6 FHLMC 30 YR CONV GOLD C00557 895,394 878,342 912,738 5,223 7.1564 7.0000 10/01/2027 MBS
31292GTN6 FHLMC 30 YR CONV GOLD C00557 895,394 878,342 912,738 5,223 7.1564 7.0000 10/01/2027 MBS
31292GTN6 FHLMC 30 YR CONV GOLD C00557 841,141 825,122 857,434 4,907 7.1564 7.0000 10/01/2027 MBS
31292GUW4 FHLMC 30 YR CONV GOLD C00597 107,603 110,609 110,494 673 7.2691 7.5000 03/01/2028 MBS
31292GUW4 FHLMC 30 YR CONV GOLD C00597 811,075 833,729 832,869 5,069 7.2691 7.5000 03/01/2028 MBS
31292GUW4 FHLMC 30 YR CONV GOLD C00597 811,075 833,729 832,869 5,069 7.2691 7.5000 03/01/2028 MBS
31292GUW4 FHLMC 30 YR CONV GOLD C00597 352,405 362,249 361,874 2,203 7.2691 7.5000 03/01/2028 MBS
31292GU46 FHLMC 30 YR CONV GOLD C00603 917,913 885,660 906,724 4,590 6.2625 6.0000 03/01/2028 MBS
31292GVD5 FHLMC 30 YR CONV GOLD C00612 404,046 415,333 414,903 2,525 7.2693 7.5000 04/01/2028 MBS
31292GVD5 FHLMC 30 YR CONV GOLD C00612 702,079 721,690 720,944 4,388 7.2693 7.5000 04/01/2028 MBS
31292GVQ6 FHLMC 30 YR CONV GOLD C00623 569,857 585,357 585,169 3,562 7.2755 7.5000 06/01/2028 MBS
31292GVQ6 FHLMC 30 YR CONV GOLD C00623 40,599 41,703 41,690 254 7.2755 7.5000 06/01/2028 MBS
31292UU94 FHLMC 30 YR CONV GOLD C10608 927,724 910,023 945,694 5,412 7.1557 7.0000 05/01/2028 MBS
31292UU94 FHLMC 30 YR CONV GOLD C10608 920,722 903,155 938,556 5,371 7.1557 7.0000 05/01/2028 MBS
31292UU94 FHLMC 30 YR CONV GOLD C10608 920,722 903,155 938,556 5,371 7.1557 7.0000 05/01/2028 MBS
31292UU94 FHLMC 30 YR CONV GOLD C10608 920,722 903,155 938,556 5,371 7.1557 7.0000 05/01/2028 MBS
31292UVW2 FHLMC 30 YR CONV GOLD C10629 915,884 898,409 933,625 5,343 7.1556 7.0000 06/01/2028 MBS
31292UVW2 FHLMC 30 YR CONV GOLD C10629 915,884 898,409 933,625 5,343 7.1556 7.0000 06/01/2028 MBS
31292UVW2 FHLMC 30 YR CONV GOLD C10629 915,884 898,409 933,625 5,343 7.1556 7.0000 06/01/2028 MBS
31292UVW2 FHLMC 30 YR CONV GOLD C10629 915,884 898,409 933,625 5,343 7.1556 7.0000 06/01/2028 MBS
31292UVW2 FHLMC 30 YR CONV GOLD C10629 915,884 898,409 933,625 5,343 7.1556 7.0000 06/01/2028 MBS
31292UVW2 FHLMC 30 YR CONV GOLD C10629 915,884 898,409 933,625 5,343 7.1556 7.0000 06/01/2028 MBS
31292UVW2 FHLMC 30 YR CONV GOLD C10629 915,884 898,409 933,625 5,343 7.1556 7.0000 06/01/2028 MBS
31292UVW2 FHLMC 30 YR CONV GOLD C10629 915,884 898,409 933,625 5,343 7.1556 7.0000 06/01/2028 MBS
31292V4W0 FHLMC 30 YR CONV GOLD C11737 969,725 946,195 957,904 4,849 6.1790 6.0000 07/01/2028 MBS
31292V4W0 FHLMC 30 YR CONV GOLD C11737 969,725 946,195 957,904 4,849 6.1790 6.0000 07/01/2028 MBS
31292WDV0 FHLMC 30 YR CONV GOLD C11916 983,913 960,039 971,919 4,920 6.1790 6.0000 07/01/2028 MBS
31292WG39 FHLMC 30 YR CONV GOLD C12018 985,019 961,118 973,012 4,925 6.1790 6.0000 07/01/2028 MBS
</TABLE>
Page 17 of 141
<PAGE> 174
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31292WWZ0 FHLMC 30 YR CONV GOLD C12464 973,889 950,258 962,017 4,869 6.1790 6.0000 07/01/2028 MBS
31292XJ34 FHLMC 30 YR CONV GOLD C12982 985,798 961,878 973,781 4,929 6.1790 6.0000 07/01/2028 MBS
31292XJ34 FHLMC 30 YR CONV GOLD C12982 985,798 961,878 973,781 4,929 6.1790 6.0000 07/01/2028 MBS
31294JFP8 FHLMC 15 YR CONV GOLD E00174 133,484 133,245 136,154 779 7.0271 7.0000 12/01/2007 MBS
31294JFP8 FHLMC 15 YR CONV GOLD E00174 165,440 165,533 168,749 965 6.9916 7.0000 12/01/2007 MBS
31294JFP8 FHLMC 15 YR CONV GOLD E00174 49,632 49,660 50,625 290 6.9916 7.0000 12/01/2007 MBS
31294JF60 FHLMC 15 YR CONV GOLD E00189 41,903 41,883 42,494 227 6.5071 6.5000 02/01/2008 MBS
31294JG51 FHLMC 15 YR CONV GOLD E00220 377,038 369,865 384,579 2,199 7.2797 7.0000 06/01/2008 MBS
31294JG51 FHLMC 15 YR CONV GOLD E00220 99,846 97,947 101,843 582 7.2797 7.0000 06/01/2008 MBS
31294JG51 FHLMC 15 YR CONV GOLD E00220 372,221 365,139 379,665 2,171 7.2797 7.0000 06/01/2008 MBS
31294JG51 FHLMC 15 YR CONV GOLD E00220 80,579 79,046 82,191 470 7.2797 7.0000 06/01/2008 MBS
31294JG51 FHLMC 15 YR CONV GOLD E00220 391,488 384,040 399,318 2,284 7.2797 7.0000 06/01/2008 MBS
31294JG51 FHLMC 15 YR CONV GOLD E00220 85,396 83,771 87,104 498 7.2797 7.0000 06/01/2008 MBS
31294JG51 FHLMC 15 YR CONV GOLD E00220 386,671 379,315 394,404 2,256 7.2797 7.0000 06/01/2008 MBS
31294JG51 FHLMC 15 YR CONV GOLD E00220 90,213 88,497 92,017 526 7.2797 7.0000 06/01/2008 MBS
31294JG51 FHLMC 15 YR CONV GOLD E00220 381,854 374,590 389,491 2,227 7.2797 7.0000 06/01/2008 MBS
31294JG51 FHLMC 15 YR CONV GOLD E00220 95,029 93,222 96,930 554 7.2797 7.0000 06/01/2008 MBS
31294JJR0 FHLMC 15 YR CONV GOLD E00272 508,902 512,087 516,866 2,757 6.4151 6.5000 01/01/2009 MBS
31294JJR0 FHLMC 15 YR CONV GOLD E00272 393,163 370,426 399,316 2,130 7.3170 6.5000 01/01/2009 MBS
31294JJR0 FHLMC 15 YR CONV GOLD E00272 47,706 44,948 48,453 258 7.3170 6.5000 01/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,824 521,073 525,928 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 443,846 446,630 450,792 2,404 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 84,542 85,073 85,865 458 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 131,880 132,708 133,944 714 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 385,940 388,361 391,980 2,091 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 153,016 153,976 155,411 829 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 364,804 367,093 370,513 1,976 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 18,220 18,335 18,505 99 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 499,600 502,734 507,419 2,706 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 39,356 39,603 39,972 213 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 478,464 481,466 485,952 2,592 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 60,491 60,871 61,438 328 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 417,643 420,263 424,179 2,262 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 406,642 409,193 413,006 2,203 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 111,178 111,876 112,918 602 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 427,777 430,461 434,472 2,317 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 90,042 90,608 91,451 488 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 110,745 111,440 112,478 600 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 407,075 409,629 413,446 2,205 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 50,686 51,005 51,479 275 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
</TABLE>
Page 18 of 141
<PAGE> 175
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31294JJY5 FHLMC 15 YR CONV GOLD E00279 76,126 76,604 77,317 412 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 441,694 444,465 448,607 2,393 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 517,820 521,069 525,924 2,805 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 100,177 100,806 101,745 543 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 392,508 394,971 398,651 2,126 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 140,601 141,483 142,801 762 6.4154 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 289,432 272,656 293,962 1,568 7.3142 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 114,781 108,128 116,577 622 7.3142 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 159,646 150,393 162,144 865 7.3142 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 67,846 63,914 68,908 368 7.3142 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 304,950 287,275 309,722 1,652 7.3142 6.5000 02/01/2009 MBS
31294JJY5 FHLMC 15 YR CONV GOLD E00279 182,818 172,222 185,679 990 7.3142 6.5000 02/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 64,957 61,184 65,974 352 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 486,686 458,414 494,303 2,636 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 217,029 204,422 220,426 1,176 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 63,498 59,810 64,492 344 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 539,641 508,293 548,086 2,923 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 539,641 508,293 548,086 2,923 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 300,098 282,666 304,795 1,626 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 358,226 337,417 363,832 1,940 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 344,945 324,907 350,343 1,868 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 285,171 268,606 289,634 1,545 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 57,005 53,694 57,897 309 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 25,838 24,337 26,242 140 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 500,512 471,437 508,345 2,711 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 446,209 420,289 453,192 2,417 7.3113 6.5000 03/01/2009 MBS
31294JJ33 FHLMC 15 YR CONV GOLD E00282 198,764 187,218 201,875 1,077 7.3113 6.5000 03/01/2009 MBS
31294JJ74 FHLMC 15 YR CONV GOLD E00286 452,655 443,890 462,695 2,640 7.2715 7.0000 02/01/2009 MBS
31294JJ74 FHLMC 15 YR CONV GOLD E00286 538,150 527,730 550,086 3,139 7.2715 7.0000 02/01/2009 MBS
31294JJ74 FHLMC 15 YR CONV GOLD E00286 538,150 527,730 550,086 3,139 7.2715 7.0000 02/01/2009 MBS
31294JJ74 FHLMC 15 YR CONV GOLD E00286 538,150 527,730 550,086 3,139 7.2715 7.0000 02/01/2009 MBS
31294JJ74 FHLMC 15 YR CONV GOLD E00286 538,150 527,730 550,086 3,139 7.2715 7.0000 02/01/2009 MBS
31294JJ74 FHLMC 15 YR CONV GOLD E00286 538,150 527,730 550,086 3,139 7.2715 7.0000 02/01/2009 MBS
31294JJ74 FHLMC 15 YR CONV GOLD E00286 538,150 527,730 550,086 3,139 7.2715 7.0000 02/01/2009 MBS
31294JJ82 FHLMC 15 YR CONV GOLD E00287 480,122 470,806 490,771 2,801 7.2705 7.0000 03/01/2009 MBS
31294JJ82 FHLMC 15 YR CONV GOLD E00287 259,732 254,692 265,493 1,515 7.2705 7.0000 03/01/2009 MBS
31294JJ82 FHLMC 15 YR CONV GOLD E00287 378,180 370,842 386,568 2,206 7.2705 7.0000 03/01/2009 MBS
31294JKD9 FHLMC 15 YR CONV GOLD E00292 421,758 397,204 428,359 2,285 7.3086 6.5000 04/01/2009 MBS
31294JKD9 FHLMC 15 YR CONV GOLD E00292 557,248 524,806 565,969 3,018 7.3086 6.5000 04/01/2009 MBS
31294JKD9 FHLMC 15 YR CONV GOLD E00292 557,248 524,806 565,969 3,018 7.3086 6.5000 04/01/2009 MBS
31294JKD9 FHLMC 15 YR CONV GOLD E00292 557,248 524,806 565,969 3,018 7.3086 6.5000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 68,791 68,794 70,317 401 6.9994 7.0000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 234,272 234,010 239,468 1,367 7.0154 7.0000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 245,141 244,867 250,578 1,430 7.0154 7.0000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 282,761 282,445 289,033 1,649 7.0154 7.0000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 287,988 287,666 294,376 1,680 7.0154 7.0000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 489,541 488,993 500,399 2,856 7.0154 7.0000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 522,675 522,090 534,268 3,049 7.0154 7.0000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 251,450 251,169 257,027 1,467 7.0154 7.0000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 522,675 522,090 534,268 3,049 7.0154 7.0000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 522,675 522,090 534,268 3,049 7.0154 7.0000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 131,565 131,419 134,483 767 7.0154 7.0000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 33,134 33,097 33,869 193 7.0154 7.0000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 234,687 234,424 239,892 1,369 7.0154 7.0000 04/01/2009 MBS
31294JKE7 FHLMC 15 YR CONV GOLD E00293 239,914 239,646 245,235 1,400 7.0154 7.0000 04/01/2009 MBS
31294JKZ0 FHLMC 15 YR CONV GOLD E00312 632,923 626,173 643,797 3,428 6.6421 6.5000 06/01/2009 MBS
31294JKZ0 FHLMC 15 YR CONV GOLD E00312 463,681 458,737 471,647 2,512 6.6421 6.5000 06/01/2009 MBS
31294JK23 FHLMC 15 YR CONV GOLD E00313 15,461 15,159 15,804 90 7.2677 7.0000 06/01/2009 MBS
31294JL89 FHLMC 15 YR CONV GOLD E00351 305,359 299,342 312,801 1,781 7.2632 7.0000 11/01/2009 MBS
31294JNE4 FHLMC 15 YR CONV GOLD E00389 571,862 565,628 581,687 3,098 6.6358 6.5000 07/01/2010 MBS
</TABLE>
Page 19 of 141
<PAGE> 176
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31294JNE4 FHLMC 15 YR CONV GOLD E00389 610,250 603,597 620,734 3,306 6.6358 6.5000 07/01/2010 MBS
31294JNE4 FHLMC 15 YR CONV GOLD E00389 610,250 603,597 620,734 3,306 6.6358 6.5000 07/01/2010 MBS
31294JNE4 FHLMC 15 YR CONV GOLD E00389 470,064 464,940 478,140 2,546 6.6358 6.5000 07/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 508,272 502,723 516,369 2,753 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 660,654 653,441 671,178 3,579 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 660,654 653,441 671,178 3,579 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 660,654 653,441 671,178 3,579 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 120,224 118,912 122,139 651 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 99,110 98,029 100,689 537 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 373,004 368,932 378,946 2,020 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 316,296 312,843 321,335 1,713 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 548,649 542,659 557,389 2,972 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 107,972 106,794 109,692 585 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 115,872 114,607 117,718 628 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 149,219 147,590 151,596 808 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 162,916 161,137 165,511 882 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 172,128 170,249 174,870 932 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 94,380 93,350 95,883 511 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 94,506 93,475 96,011 512 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 96,203 95,154 97,736 521 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 98,247 97,175 99,812 532 6.6353 6.5000 08/01/2010 MBS
31294JNF1 FHLMC 15 YR CONV GOLD E00390 101,793 100,682 103,415 551 6.6353 6.5000 08/01/2010 MBS
31294JN46 FHLMC 15 YR CONV GOLD E00411 242,335 238,559 243,772 1,212 6.1851 6.0000 12/01/2010 MBS
31294JN46 FHLMC 15 YR CONV GOLD E00411 244,315 240,509 245,764 1,222 6.1851 6.0000 12/01/2010 MBS
31294JN46 FHLMC 15 YR CONV GOLD E00411 228,583 225,022 229,938 1,143 6.1851 6.0000 12/01/2010 MBS
31294JN87 FHLMC 15 YR CONV GOLD E00415 252,552 248,613 254,050 1,263 6.1845 6.0000 01/01/2011 MBS
31294JN87 FHLMC 15 YR CONV GOLD E00415 250,395 246,489 251,880 1,252 6.1845 6.0000 01/01/2011 MBS
31294JN87 FHLMC 15 YR CONV GOLD E00415 253,088 249,139 254,589 1,265 6.1845 6.0000 01/01/2011 MBS
31294JPV4 FHLMC 15 YR CONV GOLD E00436 152,515 151,278 155,756 890 7.0985 7.0000 06/01/2011 MBS
312950TE8 FHLMC 15 YR CONV GOLD B00549 3,106,065 3,044,501 3,154,830 22,001 8.9746 8.5000 04/01/2004 MBS
312950TF5 FHLMC 15 YR CONV GOLD B00550 8,699,732 8,525,776 8,917,051 65,248 9.4422 9.0000 12/01/2004 MBS
3133TA6Q0 FHR 1963 BD 15,420,000 15,616,378 15,667,337 89,950 6.8940 7.0000 08/15/2024 CMO
3133TBC24 FHR 1988 PH 25,000,000 24,161,621 25,210,000 135,417 6.7683 6.5000 09/15/2026 CMO
3133TBFH8 FHR 1987 PR 10,710,000 10,327,601 10,799,964 58,013 6.7862 6.5000 09/15/2026 CMO
3133TBFH8 FHR 1987 PR 9,412,000 9,063,769 9,491,061 50,982 6.7969 6.5000 09/15/2026 CMO
3133TBJV3 FHR 1998 PJ 29,547,000 29,084,592 29,795,195 160,046 6.6233 6.5000 10/15/2026 CMO
3133TBSB7 FHR 2006 G 44,810,000 45,182,643 45,827,635 261,392 6.9314 7.0000 07/15/2025 CMO
3133TBSS0 FHR 1999 PE 14,647,500 14,414,391 14,770,685 79,341 6.6261 6.5000 05/15/2026 CMO
3133TDNH5 FHR 2043 PJ 77,779,000 77,684,566 78,396,565 421,303 6.5096 6.5000 08/15/2025 CMO
3133TDYT7 FHR 2056 CL PB 45,000,000 45,123,673 45,544,950 234,375 6.2278 6.2500 09/15/2022 CMO
3133TEGP3 FHR 2067 CL PB 16,391,000 16,505,743 16,748,324 88,785 6.4406 6.5000 02/15/2021 CMO
3133TEVJ0 FHR 2083 CL PB 32,000,000 32,084,541 32,106,240 160,000 5.9788 6.0000 11/15/2021 CMO
3133TE3K8 FHR 2054 PB 24,500,000 24,451,900 24,696,000 125,052 6.1416 6.1250 01/15/2020 CMO
3133T02Z6 FHLMC CMO SERS 1574 CL PF 22,264,000 21,715,443 22,498,217 111,320 6.2153 6.0000 01/15/2019 CMO
3133T02Z6 FHLMC CMO SERS 1574 CL PF 5,000,000 4,910,456 5,052,600 25,000 6.1558 6.0000 01/15/2019 CMO
3133T1W24 FHLMC CMO SERS 1608 CL G PAC 3,000,000 2,956,314 3,018,240 14,375 5.8717 5.7500 09/15/2019 CMO
3133T2V98 FHLMC CMO SERS 1638 CL D PAC 17,110,000 16,918,530 17,309,503 85,550 6.0917 6.0000 05/15/2021 CMO
3133T2XG0 FHLMC CMO SERS 1631 CL G PAC 18,000,000 17,857,789 18,212,580 90,000 6.0677 6.0000 05/15/2019 CMO
3133T4HR0 FHLMC CMO SERS G 28 CL PB 20,000,000 19,610,964 20,339,600 106,667 6.5701 6.4000 03/25/2020 CMO
3133T46R2 FHLMC CMO SERS G32 CL TH 17,582,000 16,297,875 18,081,153 102,562 7.6692 7.0000 09/25/2022 CMO
3133T5BL6 FHLMC CMO SERS 1714 CL H 4,000 3,778 4,090 23 7.2360 6.7500 05/15/2023 CMO
3133T8CW5 FHR 1902 CL E 10,334,000 10,462,367 10,638,646 60,282 6.8734 7.0000 05/15/2015 CMO
3133T8MX2 FHLMC 1916 CL PB 37,263,316 37,296,677 38,010,818 201,843 6.4896 6.5000 08/15/2011 CMO
3133T9LS2 FHR 1944 CL HC 16,356,000 16,514,675 16,544,585 95,410 6.9195 7.0000 01/15/2025 CMO
3133T97H2 FHR 1929 EB 15,952,000 16,390,655 16,466,452 99,700 7.2622 7.5000 04/17/2024 CMO
313309AJ5 FED EXPRESS CORP NTS 10,200,000 11,771,197 12,781,824 43,747 7.7828 9.6500 06/15/2012 PBOB
31335KAE6 FHLMC 15 YR CONV GOLD E20005 84,949 84,997 86,648 496 6.9916 7.0000 12/01/2007 MBS
31335KA97 FHLMC 15 YR CONV GOLD E20032 209,867 211,155 213,151 1,137 6.4130 6.5000 06/01/2008 MBS
31335KBD7 FHLMC 15 YR CONV GOLD E20036 227,724 214,741 231,288 1,234 7.3349 6.5000 07/01/2008 MBS
31335KCL8 FHLMC 15 YR CONV GOLD E20075 530,000 533,325 538,295 2,871 6.4154 6.5000 02/01/2009 MBS
31335KCL8 FHLMC 15 YR CONV GOLD E20075 207,116 208,416 210,357 1,122 6.4154 6.5000 02/01/2009 MBS
</TABLE>
Page 20 of 141
<PAGE> 177
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31335KCL8 FHLMC 15 YR CONV GOLD E20075 167,722 168,774 170,347 909 6.4154 6.5000 02/01/2009 MBS
31335KCL8 FHLMC 15 YR CONV GOLD E20075 487,639 459,374 495,271 2,641 7.3142 6.5000 02/01/2009 MBS
31335KCL8 FHLMC 15 YR CONV GOLD E20075 48,051 45,267 48,803 260 7.3142 6.5000 02/01/2009 MBS
31335KCX2 FHLMC 15 YR CONV GOLD E20086 355,167 348,276 363,045 2,072 7.2705 7.0000 03/01/2009 MBS
31335KCX2 FHLMC 15 YR CONV GOLD E20086 72,785 71,373 74,399 425 7.2705 7.0000 03/01/2009 MBS
31335KCZ7 FHLMC 15 YR CONV GOLD E20088 68,475 64,489 69,547 371 7.3086 6.5000 04/01/2009 MBS
31335KCZ7 FHLMC 15 YR CONV GOLD E20088 217,085 204,447 220,482 1,176 7.3086 6.5000 04/01/2009 MBS
31335KCZ7 FHLMC 15 YR CONV GOLD E20088 558,775 526,244 567,520 3,027 7.3086 6.5000 04/01/2009 MBS
31335KCZ7 FHLMC 15 YR CONV GOLD E20088 558,775 526,244 567,520 3,027 7.3086 6.5000 04/01/2009 MBS
31335KCZ7 FHLMC 15 YR CONV GOLD E20088 558,775 526,244 567,520 3,027 7.3086 6.5000 04/01/2009 MBS
31335KCZ7 FHLMC 15 YR CONV GOLD E20088 135,861 127,952 137,987 736 7.3086 6.5000 04/01/2009 MBS
31335KDA1 FHLMC 15 YR CONV GOLD E20097 497,546 497,569 508,582 2,902 6.9994 7.0000 04/01/2009 MBS
31335KDA1 FHLMC 15 YR CONV GOLD E20097 529,527 529,551 541,272 3,089 6.9994 7.0000 04/01/2009 MBS
31335KDA1 FHLMC 15 YR CONV GOLD E20097 281,144 280,830 287,380 1,640 7.0154 7.0000 04/01/2009 MBS
31335KDA1 FHLMC 15 YR CONV GOLD E20097 258,921 258,631 264,664 1,510 7.0154 7.0000 04/01/2009 MBS
31335KDA1 FHLMC 15 YR CONV GOLD E20097 275,849 275,540 281,967 1,609 7.0154 7.0000 04/01/2009 MBS
31335KDA1 FHLMC 15 YR CONV GOLD E20097 253,626 253,342 259,251 1,479 7.0154 7.0000 04/01/2009 MBS
31335KDC7 FHLMC 15 YR CONV GOLD E20099 305,444 287,624 310,224 1,654 7.3058 6.5000 05/01/2009 MBS
31335KDC7 FHLMC 15 YR CONV GOLD E20099 220,338 207,483 223,786 1,194 7.3058 6.5000 05/01/2009 MBS
31335KDC7 FHLMC 15 YR CONV GOLD E20099 170,989 161,013 173,665 926 7.3058 6.5000 05/01/2009 MBS
31335KDC7 FHLMC 15 YR CONV GOLD E20099 31,679 29,832 32,175 172 7.3058 6.5000 05/01/2009 MBS
31335KDC7 FHLMC 15 YR CONV GOLD E20099 580,431 580,139 589,515 3,144 6.5067 6.5000 05/01/2009 MBS
31335KDC7 FHLMC 15 YR CONV GOLD E20099 144,549 144,477 146,811 783 6.5067 6.5000 05/01/2009 MBS
31335KDC7 FHLMC 15 YR CONV GOLD E20099 103,249 103,197 104,865 559 6.5067 6.5000 05/01/2009 MBS
31335KDE3 FHLMC 15 YR CONV GOLD E20101 105,376 103,332 107,713 615 7.2705 7.0000 03/01/2009 MBS
31335KDE3 FHLMC 15 YR CONV GOLD E20101 289,170 283,559 295,584 1,687 7.2705 7.0000 03/01/2009 MBS
31335KDE3 FHLMC 15 YR CONV GOLD E20101 191,940 188,216 196,197 1,120 7.2705 7.0000 03/01/2009 MBS
31335KDE3 FHLMC 15 YR CONV GOLD E20101 93,016 91,211 95,079 543 7.2705 7.0000 03/01/2009 MBS
31335KDE3 FHLMC 15 YR CONV GOLD E20101 486,560 477,119 497,352 2,838 7.2705 7.0000 03/01/2009 MBS
31335KDF0 FHLMC 15 YR CONV GOLD E20102 15,377 14,478 15,618 83 7.3031 6.5000 06/01/2009 MBS
31335KDF0 FHLMC 15 YR CONV GOLD E20102 527,566 496,721 535,822 2,858 7.3031 6.5000 06/01/2009 MBS
31335KDF0 FHLMC 15 YR CONV GOLD E20102 587,890 587,594 597,090 3,184 6.5067 6.5000 06/01/2009 MBS
31335KDG8 FHLMC 15 YR CONV GOLD E20103 276,120 270,731 282,849 1,611 7.2677 7.0000 06/01/2009 MBS
31335KE51 FHLMC 15 YR CONV GOLD E20156 243,886 239,071 249,830 1,423 7.2624 7.0000 12/01/2009 MBS
31335KF76 FHLMC 15 YR CONV GOLD E20190 38,051 37,636 38,657 206 6.6353 6.5000 08/01/2010 MBS
31335KF76 FHLMC 15 YR CONV GOLD E20190 494,813 489,410 502,695 2,680 6.6353 6.5000 08/01/2010 MBS
31335KF76 FHLMC 15 YR CONV GOLD E20190 604,889 598,284 614,525 3,276 6.6353 6.5000 08/01/2010 MBS
31335KF76 FHLMC 15 YR CONV GOLD E20190 604,889 598,284 614,525 3,276 6.6353 6.5000 08/01/2010 MBS
31335KF76 FHLMC 15 YR CONV GOLD E20190 604,889 598,284 614,525 3,276 6.6353 6.5000 08/01/2010 MBS
31335KF76 FHLMC 15 YR CONV GOLD E20190 256,519 253,719 260,605 1,389 6.6353 6.5000 08/01/2010 MBS
31335KF76 FHLMC 15 YR CONV GOLD E20190 153,515 151,839 155,960 832 6.6353 6.5000 08/01/2010 MBS
31335KF76 FHLMC 15 YR CONV GOLD E20190 302,325 299,025 307,141 1,638 6.6353 6.5000 08/01/2010 MBS
31335KF76 FHLMC 15 YR CONV GOLD E20190 166,333 164,518 168,983 901 6.6353 6.5000 08/01/2010 MBS
31335KF76 FHLMC 15 YR CONV GOLD E20190 459,027 454,015 466,339 2,486 6.6353 6.5000 08/01/2010 MBS
31335KGM2 FHLMC 15 YR CONV GOLD E20204 666,266 658,961 676,880 3,609 6.6340 6.5000 11/01/2010 MBS
31335KGM2 FHLMC 15 YR CONV GOLD E20204 666,266 658,961 676,880 3,609 6.6340 6.5000 11/01/2010 MBS
31335KGM2 FHLMC 15 YR CONV GOLD E20204 666,266 658,961 676,880 3,609 6.6340 6.5000 11/01/2010 MBS
31335KGW0 FHLMC 15 YR CONV GOLD E20213 249,080 245,199 250,557 1,245 6.1851 6.0000 12/01/2010 MBS
31335KGW0 FHLMC 15 YR CONV GOLD E20213 231,585 227,977 232,958 1,158 6.1851 6.0000 12/01/2010 MBS
31335KGW0 FHLMC 15 YR CONV GOLD E20213 621,288 611,608 624,972 3,106 6.1851 6.0000 12/01/2010 MBS
31335KGW0 FHLMC 15 YR CONV GOLD E20213 238,270 234,557 239,683 1,191 6.1851 6.0000 12/01/2010 MBS
31335KG67 FHLMC 15 YR CONV GOLD E20221 241,695 237,925 243,128 1,208 6.1845 6.0000 01/01/2011 MBS
31335KG67 FHLMC 15 YR CONV GOLD E20221 239,105 235,375 240,523 1,196 6.1845 6.0000 01/01/2011 MBS
31335KG67 FHLMC 15 YR CONV GOLD E20221 101,397 99,815 101,998 507 6.1845 6.0000 01/01/2011 MBS
31335KHD1 FHLMC 15 YR CONV GOLD E20228 113,388 109,514 114,060 567 6.4050 6.0000 03/01/2011 MBS
31335KHD1 FHLMC 15 YR CONV GOLD E20228 605,870 585,167 609,463 3,029 6.4050 6.0000 03/01/2011 MBS
31335KHD1 FHLMC 15 YR CONV GOLD E20228 121,372 117,225 122,092 607 6.4050 6.0000 03/01/2011 MBS
31335KHD1 FHLMC 15 YR CONV GOLD E20228 597,886 577,456 601,431 2,989 6.4050 6.0000 03/01/2011 MBS
313549AH0 FEDERAL MOG UL CORP SRNT 1,200,000 1,196,782 1,294,344 22,293 8.8463 8.8000 04/15/2007 PBOB
313549AL1 FEDERAL MOG UL CORP SRNT 1,610,000 1,609,447 1,650,749 62,734 7.7561 7.7500 07/01/2006 PBOB
31356E3B8 FHLMC 30 YR CONV GOLD D52594 488,356 501,961 501,630 3,052 7.2593 7.5000 05/01/2024 MBS
</TABLE>
Page 21 of 141
<PAGE> 178
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31356E3B8 FHLMC 30 YR CONV GOLD D52594 479,812 493,179 492,853 2,999 7.2593 7.5000 05/01/2024 MBS
31356GR76 FHLMC 30 YR CONV GOLD D54110 41,402 42,555 42,527 259 7.2596 7.5000 06/01/2024 MBS
31357DN76 FHLMC 15 YR CONV GOLD E40414 272,136 268,549 275,976 1,474 6.6995 6.5000 10/01/2007 MBS
31357EYQ0 FHLMC 15 YR CONV GOLD E41619 58,372 58,268 59,539 341 7.0271 7.0000 11/01/2007 MBS
31357FHR4 FHLMC 15 YR CONV GOLD E42040 22,789 22,749 23,245 133 7.0271 7.0000 11/01/2007 MBS
31357FSS0 FHLMC 15 YR CONV GOLD E42329 112,379 112,179 114,627 656 7.0271 7.0000 11/01/2007 MBS
31357F4M9 FHLMC 15 YR CONV GOLD E42628 9,449 9,455 9,638 55 6.9916 7.0000 12/01/2007 MBS
31357F6H8 FHLMC 15 YR CONV GOLD E42672 134,738 134,814 137,433 786 6.9916 7.0000 12/01/2007 MBS
31357F6H8 FHLMC 15 YR CONV GOLD E42672 361,883 362,085 369,121 2,111 6.9916 7.0000 12/01/2007 MBS
31357F6H8 FHLMC 15 YR CONV GOLD E42672 361,883 362,085 369,121 2,111 6.9916 7.0000 12/01/2007 MBS
31357GED6 FHLMC 15 YR CONV GOLD E42832 340,693 321,624 345,500 1,845 7.3577 6.5000 12/01/2007 MBS
31357GED6 FHLMC 15 YR CONV GOLD E42832 23,206 21,907 23,533 126 7.3577 6.5000 12/01/2007 MBS
31357GUY2 FHLMC 15 YR CONV GOLD E43299 346,218 346,412 353,142 2,020 6.9916 7.0000 12/01/2007 MBS
31357GUY2 FHLMC 15 YR CONV GOLD E43299 405,910 406,138 414,028 2,368 6.9916 7.0000 12/01/2007 MBS
31357GWF1 FHLMC 15 YR CONV GOLD E43346 194,068 194,177 197,949 1,132 6.9916 7.0000 12/01/2007 MBS
31357GWF1 FHLMC 15 YR CONV GOLD E43346 67,946 67,985 69,305 396 6.9916 7.0000 12/01/2007 MBS
31357GY69 FHLMC 15 YR CONV GOLD E43433 84,777 84,825 86,473 495 6.9916 7.0000 12/01/2007 MBS
31357HPW0 FHLMC 15 YR CONV GOLD E44037 260,441 260,161 265,650 1,519 7.0162 7.0000 01/01/2008 MBS
31357HPW0 FHLMC 15 YR CONV GOLD E44037 248,956 248,689 253,935 1,452 7.0162 7.0000 01/01/2008 MBS
31357JCK6 FHLMC 15 YR CONV GOLD E44574 365,359 364,966 372,666 2,131 7.0162 7.0000 01/01/2008 MBS
31357JCK6 FHLMC 15 YR CONV GOLD E44574 371,647 371,247 379,080 2,168 7.0162 7.0000 01/01/2008 MBS
31357JCK6 FHLMC 15 YR CONV GOLD E44574 276,074 275,778 281,595 1,610 7.0162 7.0000 01/01/2008 MBS
31357JCK6 FHLMC 15 YR CONV GOLD E44574 359,070 358,684 366,251 2,095 7.0162 7.0000 01/01/2008 MBS
31357JCK6 FHLMC 15 YR CONV GOLD E44574 269,786 269,496 275,182 1,574 7.0162 7.0000 01/01/2008 MBS
31357JCK6 FHLMC 15 YR CONV GOLD E44574 263,498 263,215 268,768 1,537 7.0162 7.0000 01/01/2008 MBS
31357L2V8 FHLMC 15 YR CONV GOLD E47088 225,449 212,660 228,977 1,221 7.3412 6.5000 05/01/2008 MBS
31357L2V8 FHLMC 15 YR CONV GOLD E47088 18,522 17,472 18,812 100 7.3412 6.5000 05/01/2008 MBS
31357L2V8 FHLMC 15 YR CONV GOLD E47088 634,124 627,538 644,048 3,435 6.6496 6.5000 05/01/2008 MBS
31357MS89 FHLMC 15 YR CONV GOLD E47743 367,882 367,702 373,073 1,993 6.5070 6.5000 06/01/2008 MBS
31357NFG3 FHLMC 15 YR CONV GOLD E48267 114,938 112,752 117,237 670 7.2797 7.0000 06/01/2008 MBS
31357NFG3 FHLMC 15 YR CONV GOLD E48267 403,474 395,798 411,543 2,354 7.2797 7.0000 06/01/2008 MBS
31357NGM9 FHLMC 15 YR CONV GOLD E48304 37,584 35,447 38,114 204 7.3380 6.5000 06/01/2008 MBS
31357NLS0 FHLMC 15 YR CONV GOLD E48437 21,107 19,904 21,437 114 7.3349 6.5000 07/01/2008 MBS
31357PGV4 FHLMC 15 YR CONV GOLD E49212 624,099 617,589 633,866 3,381 6.6484 6.5000 07/01/2008 MBS
31357SB76 FHLMC 15 YR CONV GOLD E50962 116,537 116,480 118,361 631 6.5069 6.5000 09/01/2008 MBS
31357TVS6 FHLMC 15 YR CONV GOLD E52425 458,933 458,706 466,115 2,486 6.5069 6.5000 11/01/2008 MBS
31357VSR7 FHLMC 15 YR CONV GOLD E54128 585,889 589,545 595,058 3,174 6.4148 6.5000 12/01/2008 MBS
31357WXU2 FHLMC 15 YR CONV GOLD E55191 38,333 37,592 39,183 224 7.2725 7.0000 01/01/2009 MBS
31357XVN8 FHLMC 15 YR CONV GOLD E56021 188,764 185,117 192,951 1,101 7.2725 7.0000 01/01/2009 MBS
31357XVN8 FHLMC 15 YR CONV GOLD E56021 280,789 275,364 287,017 1,638 7.2725 7.0000 01/01/2009 MBS
31357X4E8 FHLMC 15 YR CONV GOLD E56221 257,791 242,849 261,825 1,396 7.3142 6.5000 02/01/2009 MBS
31357X4E8 FHLMC 15 YR CONV GOLD E56221 580,752 547,090 589,841 3,146 7.3142 6.5000 02/01/2009 MBS
31357X4E8 FHLMC 15 YR CONV GOLD E56221 580,752 547,090 589,841 3,146 7.3142 6.5000 02/01/2009 MBS
31357X4E8 FHLMC 15 YR CONV GOLD E56221 580,752 547,090 589,841 3,146 7.3142 6.5000 02/01/2009 MBS
31357X4E8 FHLMC 15 YR CONV GOLD E56221 419,103 394,811 425,662 2,270 7.3142 6.5000 02/01/2009 MBS
31357X4E8 FHLMC 15 YR CONV GOLD E56221 219,860 207,116 223,301 1,191 7.3142 6.5000 02/01/2009 MBS
31357X4E8 FHLMC 15 YR CONV GOLD E56221 74,343 70,034 75,506 403 7.3142 6.5000 02/01/2009 MBS
31357X5C1 FHLMC 15 YR CONV GOLD E56243 514,967 509,528 523,026 2,789 6.6449 6.5000 01/01/2009 MBS
31357X5C1 FHLMC 15 YR CONV GOLD E56243 384,273 380,214 390,287 2,081 6.6449 6.5000 01/01/2009 MBS
31357YAH2 FHLMC 15 YR CONV GOLD E56308 497,762 468,911 505,552 2,696 7.3142 6.5000 02/01/2009 MBS
31357YAH2 FHLMC 15 YR CONV GOLD E56308 529,958 499,240 538,252 2,871 7.3142 6.5000 02/01/2009 MBS
31357YAH2 FHLMC 15 YR CONV GOLD E56308 275,126 259,179 279,432 1,490 7.3142 6.5000 02/01/2009 MBS
31357YAH2 FHLMC 15 YR CONV GOLD E56308 53,619 50,512 54,458 290 7.3142 6.5000 02/01/2009 MBS
31357YAM1 FHLMC 15 YR CONV GOLD E56312 495,892 490,644 503,653 2,686 6.6443 6.5000 02/01/2009 MBS
31357YBD0 FHLMC 15 YR CONV GOLD E56336 512,962 507,543 520,990 2,779 6.6449 6.5000 01/01/2009 MBS
31357YBD0 FHLMC 15 YR CONV GOLD E56336 603,498 597,123 612,943 3,269 6.6449 6.5000 01/01/2009 MBS
31357YBG3 FHLMC 15 YR CONV GOLD E56339 543,774 512,256 552,284 2,945 7.3142 6.5000 02/01/2009 MBS
31357YBG3 FHLMC 15 YR CONV GOLD E56339 473,366 445,929 480,774 2,564 7.3142 6.5000 02/01/2009 MBS
31357YBG3 FHLMC 15 YR CONV GOLD E56339 73,317 69,068 74,464 397 7.3142 6.5000 02/01/2009 MBS
31357YBV0 FHLMC 15 YR CONV GOLD E56352 374,004 352,326 379,857 2,026 7.3142 6.5000 02/01/2009 MBS
31357YBV0 FHLMC 15 YR CONV GOLD E56352 334,105 314,740 339,334 1,810 7.3142 6.5000 02/01/2009 MBS
</TABLE>
Page 22 of 141
<PAGE> 179
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31357YBV0 FHLMC 15 YR CONV GOLD E56352 145,205 136,789 147,477 787 7.3142 6.5000 02/01/2009 MBS
31357YDX4 FHLMC 15 YR CONV GOLD E56418 442,055 444,821 448,973 2,394 6.4151 6.5000 01/01/2009 MBS
31357YDX4 FHLMC 15 YR CONV GOLD E56418 442,055 444,821 448,973 2,394 6.4151 6.5000 01/01/2009 MBS
31357YDX4 FHLMC 15 YR CONV GOLD E56418 442,055 444,821 448,973 2,394 6.4151 6.5000 01/01/2009 MBS
31357YD55 FHLMC 15 YR CONV GOLD E56424 16,198 15,260 16,451 88 7.3142 6.5000 02/01/2009 MBS
31357YD55 FHLMC 15 YR CONV GOLD E56424 408,611 384,927 415,006 2,213 7.3142 6.5000 02/01/2009 MBS
31357YD55 FHLMC 15 YR CONV GOLD E56424 30,223 28,472 30,696 164 7.3142 6.5000 02/01/2009 MBS
31357YD55 FHLMC 15 YR CONV GOLD E56424 429,032 404,164 435,746 2,324 7.3142 6.5000 02/01/2009 MBS
31357YD55 FHLMC 15 YR CONV GOLD E56424 65,845 62,029 66,875 357 7.3142 6.5000 02/01/2009 MBS
31357YEE5 FHLMC 15 YR CONV GOLD E56433 510,178 504,778 518,162 2,763 6.6443 6.5000 02/01/2009 MBS
31357YFB0 FHLMC 15 YR CONV GOLD E56462 385,103 362,782 391,130 2,086 7.3142 6.5000 02/01/2009 MBS
31357YFB0 FHLMC 15 YR CONV GOLD E56462 232,826 219,331 236,470 1,261 7.3142 6.5000 02/01/2009 MBS
31357YFM6 FHLMC 15 YR CONV GOLD E56472 504,888 508,056 512,789 2,735 6.4154 6.5000 02/01/2009 MBS
31357YFM6 FHLMC 15 YR CONV GOLD E56472 504,896 508,064 512,798 2,735 6.4154 6.5000 02/01/2009 MBS
31357YFT1 FHLMC 15 YR CONV GOLD E56478 612,886 606,399 622,478 3,320 6.6443 6.5000 02/01/2009 MBS
31357YFT1 FHLMC 15 YR CONV GOLD E56478 103,906 102,807 105,532 563 6.6443 6.5000 02/01/2009 MBS
31357YGY9 FHLMC 15 YR CONV GOLD E56515 329,640 310,533 335,303 1,786 7.3142 6.5000 02/01/2009 MBS
31357YGY9 FHLMC 15 YR CONV GOLD E56515 328,804 309,746 334,453 1,781 7.3142 6.5000 02/01/2009 MBS
31357YGY9 FHLMC 15 YR CONV GOLD E56515 467,663 440,557 475,697 2,533 7.3142 6.5000 02/01/2009 MBS
31357YJV2 FHLMC 15 YR CONV GOLD E56576 343,137 336,493 350,748 2,002 7.2715 7.0000 02/01/2009 MBS
31357YJV2 FHLMC 15 YR CONV GOLD E56576 129,907 127,392 132,788 758 7.2715 7.0000 02/01/2009 MBS
31357YKT5 FHLMC 15 YR CONV GOLD E56606 52,288 51,276 52,598 305 7.2715 7.0000 02/01/2009 MBS
31357YKT5 FHLMC 15 YR CONV GOLD E56606 149,380 146,488 150,266 871 7.2715 7.0000 02/01/2009 MBS
31357YKT5 FHLMC 15 YR CONV GOLD E56606 494,730 485,150 497,664 2,886 7.2715 7.0000 02/01/2009 MBS
31357YKT5 FHLMC 15 YR CONV GOLD E56606 155,953 152,933 156,878 910 7.2715 7.0000 02/01/2009 MBS
31357YKT5 FHLMC 15 YR CONV GOLD E56606 488,157 478,704 491,052 2,848 7.2715 7.0000 02/01/2009 MBS
31357YLH0 FHLMC 15 YR CONV GOLD E56628 23,740 22,365 24,112 129 7.3142 6.5000 02/01/2009 MBS
31357YLH0 FHLMC 15 YR CONV GOLD E56628 420,665 396,283 427,248 2,279 7.3142 6.5000 02/01/2009 MBS
31357YLH0 FHLMC 15 YR CONV GOLD E56628 416,253 392,126 422,767 2,255 7.3142 6.5000 02/01/2009 MBS
31357YLH0 FHLMC 15 YR CONV GOLD E56628 247,387 233,048 251,259 1,340 7.3142 6.5000 02/01/2009 MBS
31357YLH0 FHLMC 15 YR CONV GOLD E56628 20,568 19,377 20,890 111 7.3142 6.5000 02/01/2009 MBS
31357YNT2 FHLMC 15 YR CONV GOLD E56702 81,159 79,588 82,959 473 7.2715 7.0000 02/01/2009 MBS
31357YNT2 FHLMC 15 YR CONV GOLD E56702 180,664 177,166 184,671 1,054 7.2715 7.0000 02/01/2009 MBS
31357YV30 FHLMC 15 YR CONV GOLD E56934 448,456 451,270 455,474 2,429 6.4154 6.5000 02/01/2009 MBS
31357YV30 FHLMC 15 YR CONV GOLD E56934 72,539 72,994 73,674 393 6.4154 6.5000 02/01/2009 MBS
31357YV30 FHLMC 15 YR CONV GOLD E56934 458,071 460,945 465,240 2,481 6.4154 6.5000 02/01/2009 MBS
31357YV30 FHLMC 15 YR CONV GOLD E56934 507,774 510,960 515,721 2,750 6.4154 6.5000 02/01/2009 MBS
31357YV30 FHLMC 15 YR CONV GOLD E56934 507,774 510,960 515,721 2,750 6.4154 6.5000 02/01/2009 MBS
31357YV30 FHLMC 15 YR CONV GOLD E56934 507,774 510,960 515,721 2,750 6.4154 6.5000 02/01/2009 MBS
31357YWT2 FHLMC 15 YR CONV GOLD E56958 192,098 180,940 195,104 1,041 7.3113 6.5000 03/01/2009 MBS
31357YWT2 FHLMC 15 YR CONV GOLD E56958 349,234 328,947 354,700 1,892 7.3113 6.5000 03/01/2009 MBS
31357YWT2 FHLMC 15 YR CONV GOLD E56958 479,833 451,960 487,342 2,599 7.3113 6.5000 03/01/2009 MBS
31357YWT2 FHLMC 15 YR CONV GOLD E56958 104,897 98,804 106,539 568 7.3113 6.5000 03/01/2009 MBS
31357YZK8 FHLMC 15 YR CONV GOLD E57046 327,536 329,591 332,662 1,774 6.4154 6.5000 02/01/2009 MBS
31357YZK8 FHLMC 15 YR CONV GOLD E57046 465,215 468,134 472,496 2,520 6.4154 6.5000 02/01/2009 MBS
31358JCY5 FNMA 91 CMO SERS 117 CLG 8,941,283 9,166,675 9,214,082 59,609 7.5684 8.0000 09/25/2006 CMO
31358KU48 FNMA CMO SERS G 45 CL Z 16,054,026 16,425,714 17,161,754 133,784 9.7469 10.0000 11/25/2021 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 179,877 132,998 180,676 974 9.2235 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 196,585 145,257 197,458 1,065 9.2299 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 195,526 144,522 196,394 1,059 9.2267 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 143,707 106,551 144,345 778 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 144,485 107,129 145,127 783 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 145,268 107,709 145,913 787 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 146,055 108,292 146,703 791 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 146,846 108,879 147,498 795 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 150,054 111,257 150,720 813 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 150,866 111,860 151,536 817 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 151,684 112,466 152,357 822 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 149,245 110,658 149,908 808 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 147,641 109,469 148,297 800 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CLZ 148,441 110,062 149,100 804 9.1961 6.5000 04/25/2022 CMO
</TABLE>
Page 23 of 141
<PAGE> 180
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31358MPL2 FNMA 92 CMO SERS G24 CL Z 152,505 113,075 153,182 826 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 153,331 113,070 154,012 831 9.2494 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 154,162 114,303 154,846 835 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 158,382 117,433 159,085 858 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 159,240 118,069 159,947 863 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 160,103 118,708 160,814 867 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 160,970 119,351 161,685 872 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 161,842 119,998 162,561 877 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 162,719 120,648 163,441 881 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 163,600 163,601 164,326 886 6.5000 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 164,486 164,487 165,216 891 6.5000 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 165,377 165,378 166,111 896 6.5000 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 166,273 166,274 167,011 901 6.5000 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 167,174 167,174 167,916 906 6.5000 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 168,079 168,080 168,825 910 6.5000 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 168,990 168,990 169,740 915 6.5000 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 169,905 125,976 170,659 920 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 170,825 125,960 171,583 925 9.2503 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 171,751 126,641 172,514 930 9.2503 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 172,681 128,034 173,448 935 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 154,997 114,922 155,685 840 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 155,836 115,545 156,528 844 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 156,680 116,171 157,376 849 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 157,529 116,164 158,228 853 9.2496 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 140,635 104,274 141,259 762 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 141,397 104,818 142,025 766 9.1981 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 142,162 105,406 142,793 770 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 142,933 105,977 143,568 774 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 174,557 129,355 175,332 946 9.2014 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 175,502 130,126 176,281 951 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 177,409 131,466 178,197 961 9.2015 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 176,453 130,795 177,236 956 9.1988 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 178,370 132,141 179,162 966 9.2043 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 179,336 132,819 180,132 971 9.2071 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 180,307 133,500 181,108 977 9.2099 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 181,284 134,185 182,089 982 9.2127 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 182,266 134,872 183,075 987 9.2156 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 183,253 136,035 184,067 993 9.1844 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 184,246 136,732 185,064 998 9.1873 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 185,244 137,432 186,066 1,003 9.1902 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 186,247 138,051 187,074 1,009 9.1990 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 187,256 138,757 188,087 1,014 9.2020 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 188,270 139,593 189,106 1,020 9.1961 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 191,346 141,830 192,196 1,036 9.1991 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 193,425 143,326 194,284 1,048 9.2021 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 194,473 144,147 195,336 1,053 9.1991 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 195,526 144,660 196,394 1,059 9.2172 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 196,585 145,398 197,458 1,065 9.2203 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 197,650 145,996 198,528 1,071 9.2331 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 198,721 146,737 199,603 1,076 9.2364 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 199,797 147,483 200,684 1,082 9.2397 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 200,879 148,231 201,771 1,088 9.2430 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 201,967 148,983 202,864 1,094 9.2464 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 203,061 149,738 203,963 1,100 9.2497 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 204,161 150,497 205,067 1,106 9.2532 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 205,267 151,259 206,178 1,112 9.2566 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 206,379 152,025 207,295 1,118 9.2601 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 207,497 152,793 208,418 1,124 9.2636 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 173,616 128,693 174,387 940 9.1987 6.5000 04/25/2022 CMO
31358MPL2 FNMA 92 CMO SERS G24 CL Z 25,963,460 24,138,888 26,078,738 140,635 7.1184 6.5000 04/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 31,122 25,145 31,637 182 8.9601 7.0000 07/25/2022 CMO
</TABLE>
Page 24 of 141
<PAGE> 181
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 34,252 27,661 34,819 200 8.9645 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 34,054 27,507 34,618 199 8.9623 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 24,444 19,787 24,849 143 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 24,587 19,903 24,994 143 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 24,730 20,019 25,139 144 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 24,875 20,136 25,287 145 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 25,020 20,253 25,434 146 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 25,609 20,730 26,033 149 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 25,758 20,851 26,184 150 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 25,908 20,972 26,337 151 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 25,460 20,610 25,881 149 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 25,166 20,371 25,582 147 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 25,312 20,490 25,731 148 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 26,059 21,095 26,490 152 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 26,211 21,096 26,645 153 8.9975 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 26,364 21,342 26,800 154 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 27,142 21,971 27,591 158 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 27,301 22,100 27,753 159 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 27,460 22,228 27,914 160 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 27,620 22,358 28,077 161 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 27,781 22,489 28,241 162 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 27,943 22,620 28,405 163 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 28,106 28,107 28,571 164 7.0000 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 28,270 28,271 28,738 165 7.0000 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 28,435 28,436 28,906 166 7.0000 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 28,601 28,601 29,074 167 7.0000 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 28,768 28,768 29,244 168 7.0000 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 28,936 28,936 29,415 169 7.0000 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 29,104 29,105 29,586 170 7.0000 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 29,274 23,697 29,758 171 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 29,445 23,697 29,932 172 8.9984 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 29,617 23,835 30,107 173 8.9985 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 29,790 24,114 30,283 174 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 26,518 21,466 26,957 155 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 26,673 21,591 27,114 156 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 26,828 21,717 27,272 157 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 26,985 21,718 27,432 157 8.9977 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 23,744 19,220 24,137 139 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 23,882 19,332 24,277 139 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 24,021 19,442 24,419 140 8.9428 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 24,162 19,559 24,562 141 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 24,302 19,673 24,704 142 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 30,138 24,387 30,637 176 8.9451 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 30,314 24,539 30,816 177 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 30,669 24,816 31,177 179 8.9451 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 30,491 24,677 30,996 178 8.9433 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 30,847 24,956 31,358 180 8.9470 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 31,027 25,097 31,540 181 8.9489 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 31,208 25,238 31,724 182 8.9508 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 31,390 25,381 31,910 183 8.9528 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 31,574 25,524 32,097 184 8.9547 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 31,758 25,728 32,284 185 8.9335 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 31,943 25,873 32,472 186 8.9354 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 32,129 26,019 32,661 187 8.9374 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 32,317 26,155 32,852 189 8.9434 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 32,505 26,302 33,043 190 8.9454 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 32,695 26,466 33,236 191 8.9414 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 33,270 26,926 33,821 194 8.9435 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 33,660 27,236 34,217 196 8.9455 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 33,856 27,400 34,416 198 8.9435 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 34,054 27,525 34,618 199 8.9558 7.0000 07/25/2022 CMO
</TABLE>
Page 25 of 141
<PAGE> 182
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 34,252 27,680 34,819 200 8.9580 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 34,452 27,816 35,022 201 8.9667 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 34,653 27,972 35,227 202 8.9689 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 34,855 28,129 35,432 203 8.9711 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 35,058 28,287 35,638 205 8.9734 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 35,263 28,445 35,847 206 8.9757 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 35,469 28,604 36,056 207 8.9780 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 35,676 28,764 36,266 208 8.9803 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 35,884 28,925 36,478 209 8.9827 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 36,093 29,086 36,690 211 8.9851 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 36,304 29,249 36,905 212 8.9875 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 29,963 24,250 30,459 175 8.9432 7.0000 07/25/2022 CMO
31358PCB1 FNMA 92 CMO SERS G40 CL CZ 4,070,409 3,875,776 4,137,774 23,744 7.4304 7.0000 07/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 42,271 34,034 43,650 264 9.5860 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 39,735 34,443 41,032 248 8.8455 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 90,893 76,051 93,859 568 9.1960 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 46,561 37,481 48,080 291 9.5881 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 43,767 37,933 45,195 274 8.8469 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 32,643 26,328 33,708 204 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 30,684 26,631 31,685 192 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 32,847 26,493 33,919 205 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 30,876 26,797 31,883 193 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 33,052 26,658 34,130 207 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 31,069 26,965 32,083 194 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 33,258 26,825 34,343 208 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 31,263 27,133 32,283 195 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 33,466 26,992 34,558 209 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 31,458 27,303 32,484 197 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 34,311 27,674 35,431 214 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 32,252 27,992 33,304 202 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 32,454 27,787 33,513 203 8.9669 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 34,525 27,846 35,652 216 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 34,741 28,021 35,875 217 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 32,657 27,958 33,723 204 8.9679 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 34,098 27,502 35,211 213 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 33,676 27,161 34,775 210 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 32,052 27,818 33,098 200 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 31,655 27,474 32,688 198 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 33,886 27,331 34,992 212 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 31,853 27,645 32,892 199 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 32,861 28,520 33,933 205 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 34,958 28,196 36,099 218 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 35,177 28,194 36,325 220 9.6327 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 33,066 28,693 34,145 207 8.8350 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 35,397 28,549 36,552 221 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 33,273 28,878 34,359 208 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 36,517 29,453 37,709 228 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 34,326 29,792 35,446 215 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 36,745 29,637 37,944 230 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 34,540 29,978 35,667 216 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 36,975 29,822 38,181 231 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 34,756 30,165 35,890 217 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 37,206 30,008 38,420 233 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 34,973 30,354 36,114 219 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 37,438 30,196 38,660 234 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 35,192 30,543 36,340 220 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 37,672 30,385 38,901 235 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 35,412 30,734 36,567 221 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 73,541 73,542 75,941 460 7.5000 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 38,145 38,145 39,390 238 7.5000 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 35,856 35,856 37,026 224 7.5000 7.5000 08/25/2022 CMO
</TABLE>
Page 26 of 141
<PAGE> 183
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31358PPL5 FNMA 92 CMO SERS G52 CL Z 74,464 74,464 76,894 465 7.5000 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 74,929 74,929 77,374 468 7.5000 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 75,397 75,398 77,857 471 7.5000 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 75,868 75,869 78,344 474 7.5000 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 76,343 76,343 78,834 477 7.5000 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 76,820 64,320 79,327 480 9.1891 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 77,300 64,322 79,822 483 9.2513 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 77,783 64,723 80,321 486 9.2514 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 78,269 65,533 80,823 489 9.1891 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 35,618 28,728 36,780 223 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 33,481 29,058 34,573 209 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 35,840 28,907 37,009 224 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 33,690 29,219 34,789 211 8.8401 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 36,064 29,088 37,241 225 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 33,901 29,423 35,007 212 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 36,290 29,089 37,474 227 9.6317 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 34,112 29,427 35,225 213 8.8931 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 31,250 25,204 32,270 195 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 29,375 25,494 30,334 184 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 31,445 25,362 32,471 197 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 29,558 25,654 30,522 185 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 29,743 25,814 30,714 186 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 31,641 25,520 32,673 198 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 31,839 25,680 32,878 199 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 29,929 25,975 30,906 187 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 30,116 26,135 31,099 188 8.8341 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 32,038 25,837 33,083 200 9.5694 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 30,304 26,301 31,293 189 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 32,238 26,002 33,290 201 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 30,493 26,466 31,488 191 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 32,440 26,164 33,499 203 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 38,400 33,319 39,653 240 8.8356 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 40,851 32,937 42,184 255 9.5716 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 41,106 33,154 42,447 257 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 38,640 33,535 39,901 242 8.8332 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 41,621 33,558 42,979 260 9.5717 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 39,124 33,948 40,401 245 8.8357 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 41,363 33,355 42,713 259 9.5699 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 38,881 33,741 40,150 243 8.8344 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 41,881 33,762 43,248 262 9.5735 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 39,369 34,155 40,654 246 8.8369 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 42,143 33,967 43,518 263 9.5753 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 39,615 34,365 40,908 248 8.8381 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 42,407 34,173 43,791 265 9.5771 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 39,862 34,575 41,163 249 8.8394 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 42,672 34,381 44,064 267 9.5790 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 40,111 34,787 41,420 251 8.8406 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 42,938 34,589 44,339 268 9.5808 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 40,362 34,999 41,679 252 8.8419 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 43,207 34,874 44,617 270 9.5606 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 40,614 35,268 41,939 254 8.8280 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 43,477 35,086 44,896 272 9.5624 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 40,868 35,484 42,202 255 8.8293 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 43,749 35,299 45,177 273 9.5643 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 41,124 35,701 42,466 257 8.8306 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 44,022 35,499 45,458 275 9.5701 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 41,381 35,910 42,731 259 8.8345 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 44,297 35,714 45,742 277 9.5720 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 41,639 36,129 42,998 260 8.8359 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 44,574 35,951 46,028 279 9.5682 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 41,899 36,365 43,266 262 8.8332 7.5000 08/25/2022 CMO
</TABLE>
Page 27 of 141
<PAGE> 184
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31358PPL5 FNMA 92 CMO SERS G52 CL Z 45,415 36,622 46,897 284 9.5701 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 42,690 37,046 44,083 267 8.8346 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 45,984 37,074 47,484 287 9.5721 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 43,225 37,505 44,635 270 8.8359 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 46,272 37,313 47,782 289 9.5702 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 43,495 37,745 44,914 272 8.8346 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 46,561 37,503 48,080 291 9.5819 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 43,767 37,949 45,195 274 8.8427 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 46,852 37,730 48,381 293 9.5840 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 44,041 38,181 45,478 275 8.8440 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 47,145 37,935 48,683 295 9.5923 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 44,316 38,397 45,762 277 8.8498 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 47,440 38,165 48,988 297 9.5944 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 44,593 38,632 46,048 279 8.8512 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 47,736 38,395 49,294 298 9.5966 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 44,872 38,867 46,336 280 8.8527 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 48,034 38,627 49,601 300 9.5988 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 45,152 39,104 46,625 282 8.8542 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 48,335 38,860 49,912 302 9.6010 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 45,434 39,343 46,917 284 8.8557 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 48,637 39,094 50,224 304 9.6032 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 45,718 39,582 47,210 286 8.8572 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 48,941 39,330 50,538 306 9.6054 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 46,004 39,824 47,505 288 8.8587 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 49,247 39,567 50,854 308 9.6077 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 46,292 40,066 47,803 289 8.8603 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 49,554 39,806 51,171 310 9.6100 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 46,581 40,310 48,101 291 8.8618 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 49,864 40,046 51,491 312 9.6123 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 46,872 40,556 48,401 293 8.8634 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 40,597 32,738 41,922 254 9.5699 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 38,161 33,116 39,406 239 8.8344 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 5,000,000 4,694,501 5,163,150 31,250 8.0801 7.5000 08/25/2022 CMO
31358PPL5 FNMA 92 CMO SERS G52 CL Z 4,700,000 4,637,918 4,853,361 29,375 7.6207 7.5000 08/25/2022 CMO
31358PX36 FNMA 92 CMO SERS 151 CL H 15,400,000 14,479,338 15,437,730 77,000 6.9204 6.0000 08/25/2007 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 79,817 67,657 82,085 499 9.0644 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 88,466 74,965 90,980 553 9.0676 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 87,917 74,512 90,416 549 9.0660 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 61,636 52,320 63,388 385 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 62,021 52,647 63,784 388 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 62,409 52,976 64,183 390 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 62,799 53,307 64,584 393 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 63,192 53,640 64,988 395 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 64,786 54,994 66,627 405 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 65,191 55,337 67,044 407 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 65,599 55,683 67,463 410 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 64,384 54,652 66,214 402 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 63,587 53,975 65,394 397 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 63,984 54,313 65,802 400 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 66,009 56,031 67,885 413 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 66,421 56,038 68,309 415 9.1112 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 66,836 56,734 68,735 418 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 68,951 58,529 70,911 431 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 69,382 58,895 71,354 434 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 69,816 59,263 71,800 436 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 70,252 59,633 72,249 439 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 70,691 60,006 72,700 442 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 71,133 60,381 73,155 445 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 71,578 71,578 73,612 447 7.5000 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 72,025 72,026 74,072 450 7.5000 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 72,475 72,476 74,535 453 7.5000 7.5000 09/25/2022 CMO
</TABLE>
Page 28 of 141
<PAGE> 185
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31358QTG0 FNMA 92 CMO SERS G52 CL Z 72,928 72,929 75,001 456 7.5000 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 73,384 73,384 75,470 459 7.5000 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 73,843 73,843 75,942 462 7.5000 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 74,304 74,305 76,416 464 7.5000 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 74,769 63,467 76,894 467 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 75,236 63,469 77,374 470 9.1121 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 75,706 63,866 77,858 473 9.1121 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 76,179 64,664 78,344 476 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 67,254 57,088 69,165 420 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 67,674 57,445 69,597 423 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 68,097 57,804 70,032 426 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 68,523 57,810 70,470 428 9.1114 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 59,375 50,400 61,062 371 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 59,746 50,715 61,444 373 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 60,119 51,032 61,828 376 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 60,495 51,346 62,214 378 9.0515 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 60,873 51,672 62,603 380 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 61,253 51,995 62,994 383 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 77,134 65,457 79,326 482 9.0532 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 77,617 65,884 79,823 485 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 78,102 66,287 80,322 488 9.0519 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 78,590 66,692 80,824 491 9.0532 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 79,081 67,099 81,328 494 9.0546 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 79,575 67,509 81,837 497 9.0561 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 80,073 67,921 82,349 500 9.0575 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 80,573 68,336 82,863 504 9.0589 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 81,077 68,753 83,381 507 9.0604 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 81,583 69,293 83,902 510 9.0446 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 82,093 69,716 84,426 513 9.0460 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 82,606 70,141 84,954 516 9.0475 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 83,123 70,548 85,485 520 9.0520 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 83,642 70,978 86,019 523 9.0535 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 84,165 71,443 86,557 526 9.0505 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 85,753 72,780 88,190 536 9.0520 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 86,828 73,681 89,296 543 9.0536 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 87,371 74,153 89,854 546 9.0520 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 87,917 74,547 90,416 549 9.0612 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 88,466 75,001 90,980 553 9.0628 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 89,019 75,421 91,549 556 9.0692 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 89,576 75,880 92,122 560 9.0709 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 90,136 76,341 92,698 563 9.0726 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 90,699 76,805 93,277 567 9.0743 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 91,266 77,272 93,860 570 9.0760 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 91,836 77,742 94,446 574 9.0777 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 92,410 78,214 95,036 578 9.0794 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 92,988 78,689 95,631 581 9.0812 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 93,569 79,167 96,228 585 9.0829 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 94,154 79,647 96,830 588 9.0847 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 76,655 65,060 78,834 479 9.0518 7.5000 09/25/2022 CMO
31358QTG0 FNMA 92 CMO SERS G52 CL Z 9,500,000 9,221,990 9,769,990 59,375 7.7704 7.5000 09/25/2022 CMO
31358THS1 FHR 93-12 CL EG 14,190,000 14,718,477 14,701,550 88,688 6.9867 7.5000 02/25/2009 CMO
31359AKV0 FNMA 93 CMO SERS 78 CL E PAC 22,241,000 21,255,845 22,561,493 118,619 7.1599 6.4000 07/25/2006 CMO
31359APB9 FNMA 93 CMO SERS 58 CL PG PAC 25,000,000 24,855,465 25,304,250 130,208 6.3389 6.2500 05/25/2007 CMO
31359APB9 FNMA 93 CMO SERS 58 CL PG PAC 9,536,000 9,461,420 9,652,053 49,667 6.3705 6.2500 05/25/2007 CMO
31359EV24 FHR CMO SERS 1993-206 CL KA 63,000,000 62,892,579 64,682,100 341,250 6.5141 6.5000 12/25/2022 CMO
31359FR67 FNMA 93 CMO SERS G 36 CL G PAC 40,175,574 39,652,373 40,539,163 200,878 6.1121 6.0000 04/25/2019 CMO
31359FY93 FNMA 93 CMO SERS 252 CL HA 17,250,000 15,514,771 16,650,045 71,875 5.7799 5.0000 09/25/2022 CMO
31359GT71 FNMA 94 CMO SERS 51 CL PG PAC 15,000,000 14,723,124 15,245,400 79,375 6.5089 6.3500 09/25/2020 CMO
31359GU20 FNMA 94 CMO SERS 51 CL PH 50,000,000 49,910,688 51,265,000 270,833 6.5147 6.5000 01/25/2023 CMO
31359GU20 FNMA 94 CMO SERS 51 CL PH 13,760,000 14,010,979 14,108,128 74,533 6.3519 6.5000 01/25/2023 CMO
31359HGF5 FNMA 94 CMO SERS 36 CL G PAC 41,435,200 40,901,045 41,783,670 207,176 6.1087 6.0000 02/25/2020 CMO
</TABLE>
Page 29 of 141
<PAGE> 186
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31359LJY2 FNMA CMO SERS G94-13 CL H 10,000,000 10,288,623 10,299,600 58,333 6.7420 7.0000 11/17/2019 CMO
31359L2H7 FNMA CMO SERS 96-7 CL J 10,000,000 9,774,210 10,095,300 54,167 6.6840 6.5000 09/25/2024 CMO
31359NQT1 FNMA SERS 1997-14 CL PH 5,000,000 4,842,073 5,039,400 27,083 6.7548 6.5000 12/18/2025 CMO
31359PS56 FNR CMO SERES 1997-42 CL PB 15,000,000 15,474,458 15,501,600 93,750 7.1298 7.5000 03/18/2012 CMO
31359PS56 FNR CMO SERES 1997-42 CL PB 10,000,000 10,287,000 10,334,400 62,500 7.1634 7.5000 03/18/2012 CMO
31359QLY8 FNMA SER 1997-58 CL PD 10,000,000 9,534,313 10,072,100 54,167 6.8754 6.5000 12/18/2026 CMO
31359QSL9 FNMA 1997-60 SER PE 22,000,000 21,215,321 22,172,920 119,167 6.7862 6.5000 08/18/2026 CMO
31359QXY5 FNMA CMO SERS 97-68 CL PC 11,500,000 11,508,330 11,623,510 62,292 6.4943 6.5000 11/18/2025 CMO
31359Q6K5 FNR 1997 CL 72 GA 47,960,000 48,375,005 48,930,231 279,767 6.9287 7.0000 08/18/2025 CMO
31359RG97 FNR 1998-78 CL PB 15,810,000 15,892,002 16,178,531 92,225 6.9574 7.0000 02/18/2026 CMO
31359R3T7 FNR 1998-16 CL G 13,322,000 13,392,129 13,615,484 77,712 6.9568 7.0000 02/18/2026 CMO
31359TUD8 FNR 1998-35 CL BA 60,000,000 60,327,716 61,110,000 350,000 6.9561 7.0000 12/20/2027 CMO
31359TUF3 FNR 1998-35 VM 19,983,000 20,364,161 20,511,550 116,568 6.8484 7.0000 12/20/2027 CMO
31359TUQ9 FNR 98-30 CL B 10,000,000 9,878,152 10,026,400 54,167 6.5987 6.5000 08/20/2024 CMO
31359UFN0 FNR 1998-49 CL PB 50,730,643 50,870,636 51,076,119 264,222 6.2281 6.2500 09/20/2023 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 169,803 165,503 176,305 1,274 9.5694 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 34,180 34,181 35,489 256 9.0000 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 151,372 151,373 157,168 1,135 9.0000 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 152,508 152,508 158,348 1,144 9.0000 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 153,652 153,652 159,535 1,152 9.0000 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 154,804 154,804 160,731 1,161 9.0000 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 155,965 155,966 161,937 1,170 9.0000 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 157,135 153,431 163,152 1,179 9.5293 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 158,313 153,704 164,375 1,187 9.6561 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 159,501 154,851 165,608 1,196 9.6569 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 160,697 156,910 166,850 1,205 9.5293 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 163,116 159,224 169,362 1,223 9.5361 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 164,340 160,467 170,633 1,233 9.5293 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 166,814 162,831 173,201 1,251 9.5364 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 165,572 161,645 171,912 1,242 9.5328 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 168,065 164,025 174,500 1,260 9.5400 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 169,326 165,228 175,809 1,270 9.5437 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 170,596 166,439 177,128 1,279 9.5475 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 171,875 167,658 178,456 1,289 9.5514 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 173,164 168,885 179,794 1,299 9.5554 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 174,463 170,472 181,143 1,308 9.5136 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 175,771 171,721 182,501 1,318 9.5174 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 177,090 172,916 183,871 1,328 9.5293 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 178,418 174,181 185,250 1,338 9.5334 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 179,756 175,455 186,639 1,348 9.5375 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 181,104 176,836 188,038 1,358 9.5293 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 185,210 180,810 192,302 1,389 9.5336 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 187,998 183,497 195,196 1,410 9.5379 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 189,408 184,908 196,660 1,421 9.5337 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 190,829 186,077 198,136 1,431 9.5597 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 192,260 187,432 199,622 1,442 9.5645 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 161,902 158,063 168,101 1,214 9.5327 9.0000 10/25/2004 CMO
313602T53 FNMA 89 CMO SERS 61 SL Z Z PAC 12,267,643 12,263,797 12,737,371 92,007 9.0070 9.0000 10/25/2004 CMO
313615GV2 FNMA 15 YR CONVTL 50612 434,762 432,506 442,309 2,536 7.0826 7.0000 05/01/2007 MBS
313615GV2 FNMA 15 YR CONVTL 50612 436,036 433,773 443,606 2,544 7.0826 7.0000 05/01/2007 MBS
313615JL1 FNMA 15 YR CONVTL 50667 379,327 379,115 386,709 2,213 7.0084 7.0000 12/01/2007 MBS
313615JL1 FNMA 15 YR CONVTL 50667 379,327 379,115 386,709 2,213 7.0084 7.0000 12/01/2007 MBS
313615JL1 FNMA 15 YR CONVTL 50667 379,327 379,115 386,709 2,213 7.0084 7.0000 12/01/2007 MBS
313615JL1 FNMA 15 YR CONVTL 50667 379,327 379,115 386,709 2,213 7.0084 7.0000 12/01/2007 MBS
313615JL1 FNMA 15 YR CONVTL 50667 379,327 379,115 386,709 2,213 7.0084 7.0000 12/01/2007 MBS
313615JL1 FNMA 15 YR CONVTL 50667 379,327 379,115 386,709 2,213 7.0084 7.0000 12/01/2007 MBS
313615JL1 FNMA 15 YR CONVTL 50667 379,327 379,115 386,709 2,213 7.0084 7.0000 12/01/2007 MBS
313615JL1 FNMA 15 YR CONVTL 50667 379,327 379,115 386,709 2,213 7.0084 7.0000 12/01/2007 MBS
313615JL1 FNMA 15 YR CONVTL 50667 379,327 379,115 386,709 2,213 7.0084 7.0000 12/01/2007 MBS
313615JL1 FNMA 15 YR CONVTL 50667 379,327 379,115 386,709 2,213 7.0084 7.0000 12/01/2007 MBS
313615K62 FNMA 15 YR CONVTL 50717 357,334 356,051 364,288 2,084 7.0530 7.0000 04/01/2008 MBS
</TABLE>
Page 30 of 141
<PAGE> 187
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
313615K62 FNMA 15 YR CONVTL 50717 301,333 300,251 307,197 1,758 7.0530 7.0000 04/01/2008 MBS
313615K62 FNMA 15 YR CONVTL 50717 238,059 237,204 242,692 1,389 7.0530 7.0000 04/01/2008 MBS
313615K62 FNMA 15 YR CONVTL 50717 94,580 94,241 96,421 552 7.0530 7.0000 04/01/2008 MBS
313615K62 FNMA 15 YR CONVTL 50717 132,488 132,013 135,066 773 7.0530 7.0000 04/01/2008 MBS
313615K62 FNMA 15 YR CONVTL 50717 222,287 221,489 226,613 1,297 7.0530 7.0000 04/01/2008 MBS
313615L79 FNMA 15 YR CONVTL 50750 104,680 100,419 106,199 567 7.0939 6.5000 06/01/2008 MBS
313615NJ1 FNMA 15 YR CONVTL 50793 122,198 117,171 123,971 662 7.0891 6.5000 09/01/2008 MBS
313615TJ5 FNMA 15 YR CONVTL 50953 466,241 464,529 476,293 2,720 7.0516 7.0000 12/01/2008 MBS
313615TJ5 FNMA 15 YR CONVTL 50953 466,241 464,529 476,293 2,720 7.0516 7.0000 12/01/2008 MBS
313615TJ5 FNMA 15 YR CONVTL 50953 466,241 464,529 476,293 2,720 7.0516 7.0000 12/01/2008 MBS
313615TJ5 FNMA 15 YR CONVTL 50953 466,241 464,529 476,293 2,720 7.0516 7.0000 12/01/2008 MBS
313615TJ5 FNMA 15 YR CONVTL 50953 106,153 105,764 108,442 619 7.0516 7.0000 12/01/2008 MBS
313615TJ5 FNMA 15 YR CONVTL 50953 561,663 559,388 573,772 3,276 7.0569 7.0000 12/01/2008 MBS
313615TJ5 FNMA 15 YR CONVTL 50953 321,920 320,617 328,861 1,878 7.0569 7.0000 12/01/2008 MBS
313615TJ5 FNMA 15 YR CONVTL 50953 33,444 33,309 34,165 195 7.0569 7.0000 12/01/2008 MBS
31365C4E4 FNMA 15 YR CONVTL 124221 166,688 165,832 169,582 972 7.0837 7.0000 02/01/2007 MBS
31365DBN4 FNMA 15 YR CONVTL 124345 171,892 170,773 174,876 1,003 7.1038 7.0000 05/01/2007 MBS
31365DJJ5 FNMA 15 YR CONVTL 124565 69,199 66,437 70,106 375 7.1097 6.5000 11/01/2007 MBS
31366TMG1 FNMA 15 YR CONVTL 157959 393,250 391,216 400,077 2,294 7.0830 7.0000 04/01/2007 MBS
31366UAH9 FNMA 15 YR CONVTL 158508 84,380 83,944 85,845 492 7.0830 7.0000 04/01/2007 MBS
31366U3M6 FNMA 15 YR CONVTL 159304 95,344 94,851 96,999 556 7.0830 7.0000 04/01/2007 MBS
31367AJ26 FNMA 15 YR CONVTL 163281 11,033 10,976 11,248 64 7.0830 7.0000 04/01/2007 MBS
31367CK87 FNMA 15 YR CONVTL 165119 129,510 128,840 131,758 755 7.0830 7.0000 04/01/2007 MBS
31367H2R4 FNMA 15 YR CONVTL 170084 15,199 14,591 15,398 82 7.1073 6.5000 12/01/2007 MBS
31367KPK7 FNMA 15 YR CONVTL 171526 198,270 197,235 202,128 1,157 7.0820 7.0000 07/01/2007 MBS
31367NAG6 FNMA 15 YR CONVTL 173807 144,056 143,302 146,859 840 7.0817 7.0000 08/01/2007 MBS
31367N5Y3 FNMA 15 YR CONVTL 174663 266,106 264,712 271,284 1,552 7.0817 7.0000 08/01/2007 MBS
31367PHX7 FNMA 15 YR CONVTL 174946 153,745 152,937 156,737 897 7.0813 7.0000 09/01/2007 MBS
31367RN57 FNMA 15 YR CONVTL 176912 217,774 216,633 222,012 1,270 7.0817 7.0000 08/01/2007 MBS
31367VCN1 FNMA 15 YR CONVTL 180177 5,704 5,675 5,815 33 7.0815 7.0000 10/01/2007 MBS
31367WU66 FNMA 15 YR CONVTL 181605 249,440 248,125 253,770 1,455 7.0810 7.0000 10/01/2007 MBS
31367XJQ3 FNMA 15 YR CONVTL 182171 197,550 196,505 200,979 1,152 7.0807 7.0000 11/01/2007 MBS
31367XM71 FNMA 15 YR CONVTL 182282 120,211 119,574 122,550 701 7.0804 7.0000 12/01/2007 MBS
31367XT66 FNMA 15 YR CONVTL 182473 131,626 130,932 133,911 768 7.0810 7.0000 10/01/2007 MBS
31368ABQ0 FNMA 15 YR CONVTL 183747 29,278 29,124 29,786 171 7.0807 7.0000 11/01/2007 MBS
31368AD47 FNMA 15 YR CONVTL 183823 262,559 261,175 267,668 1,532 7.0810 7.0000 10/01/2007 MBS
31368AU89 FNMA 15 YR CONVTL 184307 436,231 437,586 444,720 2,545 6.9529 7.0000 11/01/2007 MBS
31368AU89 FNMA 15 YR CONVTL 184307 436,231 437,586 444,720 2,545 6.9529 7.0000 11/01/2007 MBS
31368AU89 FNMA 15 YR CONVTL 184307 436,231 437,586 444,720 2,545 6.9529 7.0000 11/01/2007 MBS
31368AU89 FNMA 15 YR CONVTL 184307 436,231 437,586 444,720 2,545 6.9529 7.0000 11/01/2007 MBS
31368AU89 FNMA 15 YR CONVTL 184307 436,231 437,586 444,720 2,545 6.9529 7.0000 11/01/2007 MBS
31368AU89 FNMA 15 YR CONVTL 184307 436,231 437,586 444,720 2,545 6.9529 7.0000 11/01/2007 MBS
31368AWT1 FNMA 15 YR CONVTL 184358 183,220 182,314 186,785 1,069 7.0759 7.0000 10/01/2007 MBS
31368AWT1 FNMA 15 YR CONVTL 184358 124,142 123,528 126,558 724 7.0759 7.0000 10/01/2007 MBS
31368AWT1 FNMA 15 YR CONVTL 184358 145,062 144,345 147,885 846 7.0759 7.0000 10/01/2007 MBS
31368AWT1 FNMA 15 YR CONVTL 184358 115,437 114,867 117,683 673 7.0759 7.0000 10/01/2007 MBS
31368AWT1 FNMA 15 YR CONVTL 184358 187,444 186,518 191,092 1,093 7.0759 7.0000 10/01/2007 MBS
31368AWT1 FNMA 15 YR CONVTL 184358 68,791 68,451 70,130 401 7.0759 7.0000 10/01/2007 MBS
31368AZS0 FNMA 15 YR CONVTL 184453 318,024 316,347 324,213 1,855 7.0810 7.0000 10/01/2007 MBS
31368BFK7 FNMA 15 YR CONVTL 184770 81,616 81,186 83,204 476 7.0810 7.0000 10/01/2007 MBS
31368DDF6 FNMA 15 YR CONVTL 186502 65,400 65,142 66,673 382 7.0600 7.0000 12/01/2007 MBS
31368D7A4 FNMA 15 YR CONVTL 187289 257,322 255,962 262,329 1,501 7.0807 7.0000 11/01/2007 MBS
31368EDV9 FNMA 15 YR CONVTL 187416 359,058 357,278 366,045 2,095 7.0756 7.0000 11/01/2007 MBS
31368EDV9 FNMA 15 YR CONVTL 187416 252,090 250,840 256,996 1,471 7.0756 7.0000 11/01/2007 MBS
31368F5H6 FNMA 15 YR CONVTL 189048 52,902 50,791 53,595 287 7.1097 6.5000 11/01/2007 MBS
31368GWF8 FNMA 15 YR CONVTL 189746 10,579 10,523 10,785 62 7.0804 7.0000 12/01/2007 MBS
31368HGD9 FNMA 15 YR CONVTL 190196 350,932 336,422 356,024 1,901 7.0814 6.5000 12/01/2008 MBS
31368HGD9 FNMA 15 YR CONVTL 190196 1,900,504 1,933,527 1,928,080 10,294 6.2644 6.5000 12/01/2008 MBS
31368HGD9 FNMA 15 YR CONVTL 190196 215,519 206,595 218,646 1,167 7.0823 6.5000 12/01/2008 MBS
31368HR39 FNMA 15 YR CONVTL 190506 726,808 739,437 737,354 3,937 6.2644 6.5000 12/01/2008 MBS
31368HSD6 FNMA 15 YR CONVTL 190516 535,021 532,854 546,556 3,121 7.0569 7.0000 12/01/2008 MBS
</TABLE>
Page 31 of 141
<PAGE> 188
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31368HSD6 FNMA 15 YR CONVTL 190516 55,216 54,993 56,406 322 7.0569 7.0000 12/01/2008 MBS
31368HSF1 FNMA 15 YR CONVTL 190518 550,688 550,952 553,783 2,753 5.9936 6.0000 12/01/2008 MBS
31368HSF1 FNMA 15 YR CONVTL 190518 496,622 496,860 499,413 2,483 5.9936 6.0000 12/01/2008 MBS
31368HSG9 FNMA 15 YR CONVTL 190519 278,706 277,578 284,715 1,626 7.0569 7.0000 12/01/2008 MBS
31368HWW9 FNMA 15 YR CONVTL 190661 312,846 299,812 317,385 1,695 7.0758 6.5000 03/01/2009 MBS
31368HYA5 FNMA 15 YR CONVTL 190705 1,157,110 1,177,353 1,173,900 6,268 6.2669 6.5000 03/01/2009 MBS
31368HYA5 FNMA 15 YR CONVTL 190705 200,529 204,038 203,439 1,086 6.2669 6.5000 03/01/2009 MBS
31368HYA5 FNMA 15 YR CONVTL 190705 250,035 239,618 253,663 1,354 7.0758 6.5000 03/01/2009 MBS
31368HYA5 FNMA 15 YR CONVTL 190705 455,375 436,403 461,982 2,467 7.0758 6.5000 03/01/2009 MBS
31368H2Y8 FNMA 15 YR CONVTL 190791 17,150,967 17,157,330 17,225,917 85,755 5.9951 6.0000 02/01/2009 MBS
31368H4V2 FNMA 15 YR CONVTL 190836 462,150 471,043 472,114 2,696 6.7424 7.0000 06/01/2009 MBS
31368JAZ2 FNMA 15 YR CONVTL 190924 1,245,969 1,268,253 1,265,817 6,749 6.2658 6.5000 06/01/2009 MBS
31368JFP9 FNMA 15 YR CONVTL 191074 17,136 17,046 17,469 100 7.0807 7.0000 11/01/2007 MBS
31368JZL6 FNMA 15 YR CONVTL 191647 10,123 10,070 10,320 59 7.0804 7.0000 12/01/2007 MBS
31368J6S3 FNMA 15 YR CONVTL 191781 172,901 173,439 176,266 1,009 6.9529 7.0000 11/01/2007 MBS
31368KFN1 FNMA 15 YR CONVTL 191973 121,483 116,634 123,074 658 7.1097 6.5000 11/01/2007 MBS
31368K6F8 FNMA 15 YR CONVTL 192670 57,304 57,077 58,419 334 7.0600 7.0000 12/01/2007 MBS
31368LD68 FNMA 15 YR CONVTL 192825 76,779 73,706 77,785 416 7.1073 6.5000 12/01/2007 MBS
31368LKK9 FNMA 15 YR CONVTL 192998 210,279 209,164 214,371 1,227 7.0804 7.0000 12/01/2007 MBS
31368LU36 FNMA 15 YR CONVTL 193302 215,031 213,962 219,216 1,254 7.0754 7.0000 12/01/2007 MBS
31368LV27 FNMA 15 YR CONVTL 193333 284,727 283,216 290,268 1,661 7.0804 7.0000 12/01/2007 MBS
31368LW26 FNMA 15 YR CONVTL 193365 244,782 243,562 249,545 1,428 7.0751 7.0000 01/01/2008 MBS
31368MKR2 FNMA 15 YR CONVTL 193904 62,585 62,253 63,803 365 7.0804 7.0000 12/01/2007 MBS
31368MLY6 FNMA 15 YR CONVTL 193943 73,385 70,448 74,346 398 7.1073 6.5000 12/01/2007 MBS
31368M4G4 FNMA 15 YR CONVTL 194423 291,260 290,083 297,540 1,699 7.0571 7.0000 11/01/2008 MBS
31368M6E7 FNMA 15 YR CONVTL 194469 263,466 252,919 266,917 1,427 7.1073 6.5000 12/01/2007 MBS
31368PNM3 FNMA 15 YR CONVTL 195796 120,402 119,764 122,745 702 7.0804 7.0000 12/01/2007 MBS
31368PQY4 FNMA 15 YR CONVTL 195871 18,042 17,947 18,393 105 7.0804 7.0000 12/01/2007 MBS
31368PWV3 FNMA 15 YR CONVTL 196060 13,428 13,357 13,689 78 7.0804 7.0000 12/01/2007 MBS
31368QG64 FNMA 15 YR CONVTL 196521 161,145 160,344 164,281 940 7.0754 7.0000 12/01/2007 MBS
31368QG64 FNMA 15 YR CONVTL 196521 201,293 200,293 205,210 1,174 7.0754 7.0000 12/01/2007 MBS
31368QVE0 FNMA 15 YR CONVTL 196913 263,676 253,056 267,130 1,428 7.1111 6.5000 12/01/2007 MBS
31368RQ61 FNMA 15 YR CONVTL 197677 132,559 131,893 135,139 773 7.0742 7.0000 04/01/2008 MBS
31368XJE9 FNMA 15 YR CONVTL 202861 24,205 24,076 24,676 141 7.0798 7.0000 02/01/2008 MBS
31369DAQ4 FNMA 15 YR CONVTL 207115 222,529 221,326 226,859 1,298 7.0784 7.0000 07/01/2008 MBS
31369FJZ0 FNMA 15 YR CONVTL 209180 101,759 97,630 103,092 551 7.1034 6.5000 03/01/2008 MBS
31369FLH7 FNMA 15 YR CONVTL 209228 189,657 181,944 192,142 1,027 7.1010 6.5000 04/01/2008 MBS
31369F2X3 FNMA 15 YR CONVTL 209690 90,016 89,530 91,768 525 7.0784 7.0000 07/01/2008 MBS
31369GNJ9 FNMA 15 YR CONVTL 210193 238,890 229,173 242,356 1,294 7.1010 6.5000 04/01/2008 MBS
31369PFQ2 FNMA 15 YR CONVTL 216275 101,353 100,842 103,325 591 7.0740 7.0000 05/01/2008 MBS
31369PFQ2 FNMA 15 YR CONVTL 216275 372,276 370,399 379,520 2,172 7.0740 7.0000 05/01/2008 MBS
31369PZ49 FNMA 15 YR CONVTL 216863 10,471 10,047 10,608 57 7.0960 6.5000 05/01/2008 MBS
31369QD82 FNMA 15 YR CONVTL 217127 311,119 316,218 315,195 1,685 6.2677 6.5000 05/01/2008 MBS
31369QD82 FNMA 15 YR CONVTL 217127 71,024 72,188 71,954 385 6.2677 6.5000 05/01/2008 MBS
31369QD82 FNMA 15 YR CONVTL 217127 260,646 264,918 264,060 1,412 6.2677 6.5000 05/01/2008 MBS
31369QD82 FNMA 15 YR CONVTL 217127 442,041 449,284 447,832 2,394 6.2677 6.5000 05/01/2008 MBS
31369QD82 FNMA 15 YR CONVTL 217127 442,041 449,284 447,832 2,394 6.2677 6.5000 05/01/2008 MBS
31369QNQ1 FNMA 15 YR CONVTL 217399 5,799 5,776 5,912 34 7.0586 7.0000 05/01/2008 MBS
31369ST81 FNMA 15 YR CONVTL 219375 15,132 15,068 15,458 88 7.0621 7.0000 06/01/2008 MBS
31369TF50 FNMA 15 YR CONVTL 219888 39,792 39,591 40,650 232 7.0734 7.0000 07/01/2008 MBS
31369YSH9 FNMA 15 YR CONVTL 224720 161,795 155,169 163,915 876 7.0937 6.5000 07/01/2008 MBS
31370AQJ6 FNMA 15 YR CONVTL 225557 138,863 138,158 141,857 810 7.0732 7.0000 08/01/2008 MBS
31370AQJ6 FNMA 15 YR CONVTL 225557 405,338 403,278 414,077 2,364 7.0732 7.0000 08/01/2008 MBS
31370CAL4 FNMA 15 YR CONVTL 226911 165,970 165,129 169,548 968 7.0734 7.0000 07/01/2008 MBS
31370CBS8 FNMA 15 YR CONVTL 226949 59,692 59,389 60,979 348 7.0732 7.0000 08/01/2008 MBS
31370CCF5 FNMA 15 YR CONVTL 226970 69,041 68,690 70,530 403 7.0732 7.0000 08/01/2008 MBS
31370DH35 FNMA 15 YR CONVTL 228050 72,928 72,558 74,500 425 7.0732 7.0000 08/01/2008 MBS
31370FNJ8 FNMA 15 YR CONVTL 229993 193,738 192,756 197,915 1,130 7.0734 7.0000 07/01/2008 MBS
31370GZ38 FNMA 15 YR CONVTL 231262 97,341 96,846 99,235 568 7.0732 7.0000 08/01/2008 MBS
31370GZ38 FNMA 15 YR CONVTL 231262 216,315 215,217 220,524 1,262 7.0732 7.0000 08/01/2008 MBS
31370KGA4 FNMA 15 YR CONVTL 233393 24,134 24,011 24,654 141 7.0732 7.0000 08/01/2008 MBS
</TABLE>
Page 32 of 141
<PAGE> 189
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31370KGA4 FNMA 15 YR CONVTL 233393 52,738 52,471 53,875 308 7.0732 7.0000 08/01/2008 MBS
31370KGA4 FNMA 15 YR CONVTL 233393 58,309 58,013 59,566 340 7.0732 7.0000 08/01/2008 MBS
31370KGA4 FNMA 15 YR CONVTL 233393 288,359 286,894 294,576 1,682 7.0732 7.0000 08/01/2008 MBS
31370KKH4 FNMA 15 YR CONVTL 233496 68,350 68,003 69,824 399 7.0732 7.0000 08/01/2008 MBS
31370KQN5 FNMA 15 YR CONVTL 233661 306,309 304,752 312,270 1,787 7.0732 7.0000 08/01/2008 MBS
31370K5B4 FNMA 15 YR CONVTL 234042 91,582 87,814 92,911 496 7.0855 6.5000 10/01/2008 MBS
31370K5B4 FNMA 15 YR CONVTL 234042 267,386 256,386 271,266 1,448 7.0855 6.5000 10/01/2008 MBS
31370K6R8 FNMA 15 YR CONVTL 234080 225,996 224,848 230,868 1,318 7.0732 7.0000 08/01/2008 MBS
31370K6R8 FNMA 15 YR CONVTL 234080 204,469 203,431 208,877 1,193 7.0732 7.0000 08/01/2008 MBS
31370NC95 FNMA 15 YR CONVTL 235996 44,833 44,605 45,800 262 7.0729 7.0000 09/01/2008 MBS
31370NC95 FNMA 15 YR CONVTL 235996 148,827 148,069 152,036 868 7.0729 7.0000 09/01/2008 MBS
31370NGS9 FNMA 15 YR CONVTL 236109 110,856 106,308 112,308 600 7.0875 6.5000 09/01/2008 MBS
31370N6W1 FNMA 15 YR CONVTL 236785 85,694 82,178 86,817 464 7.0875 6.5000 09/01/2008 MBS
31370SHZ1 FNMA 15 YR CONVTL 239748 124,336 119,221 126,140 673 7.0855 6.5000 10/01/2008 MBS
31370SHZ1 FNMA 15 YR CONVTL 239748 56,584 54,257 57,405 307 7.0855 6.5000 10/01/2008 MBS
31370WDN3 FNMA 15 YR CONVTL 243209 408,367 391,524 414,292 2,212 7.0834 6.5000 11/01/2008 MBS
31370W2R6 FNMA 15 YR CONVTL 243884 36,354 34,859 36,830 197 7.0855 6.5000 10/01/2008 MBS
31370W2R6 FNMA 15 YR CONVTL 243884 508,989 488,049 515,657 2,757 7.0855 6.5000 10/01/2008 MBS
31370XC93 FNMA 15 YR CONVTL 244096 352,496 337,994 357,611 1,909 7.0855 6.5000 10/01/2008 MBS
31370YUZ3 FNMA 15 YR CONVTL 245500 132,227 126,773 134,146 716 7.0834 6.5000 11/01/2008 MBS
31371APN7 FNMA 15 YR CONVTL 246229 113,757 109,057 115,408 616 7.0845 6.5000 11/01/2008 MBS
31371ARC9 FNMA 15 YR CONVTL 246283 59,584 57,127 60,449 323 7.0834 6.5000 11/01/2008 MBS
31371ARC9 FNMA 15 YR CONVTL 246283 54,044 51,815 54,828 293 7.0834 6.5000 11/01/2008 MBS
31371CJM2 FNMA 15 YR CONVTL 247868 40,095 38,442 40,677 217 7.0834 6.5000 11/01/2008 MBS
31371DVL8 FNMA 15 YR CONVTL 249119 340,475 326,433 345,415 1,844 7.0834 6.5000 11/01/2008 MBS
31371EEG6 FNMA 15 YR CONVTL 249535 74,317 71,253 75,395 403 7.0834 6.5000 11/01/2008 MBS
31371ES55 FNMA 15 YR CONVTL 249940 114,672 109,931 116,174 621 7.0814 6.5000 12/01/2008 MBS
31371EV44 FNMA 15 YR CONVTL 250035 198,393 190,094 201,272 1,075 7.0717 6.5000 05/01/2009 MBS
31371EV44 FNMA 15 YR CONVTL 250035 375,679 359,962 381,130 2,035 7.0717 6.5000 05/01/2009 MBS
31371EV44 FNMA 15 YR CONVTL 250035 47,370 45,388 48,057 257 7.0717 6.5000 05/01/2009 MBS
31371EV44 FNMA 15 YR CONVTL 250035 58,572 56,122 59,422 317 7.0717 6.5000 05/01/2009 MBS
31371EWN1 FNMA 15 YR CONVTL 250053 383,312 367,239 388,874 2,076 7.0698 6.5000 06/01/2009 MBS
31371EWN1 FNMA 15 YR CONVTL 250053 466,413 446,856 473,181 2,526 7.0698 6.5000 06/01/2009 MBS
31371EWN1 FNMA 15 YR CONVTL 250053 374,882 359,163 380,322 2,031 7.0698 6.5000 06/01/2009 MBS
31371EWN1 FNMA 15 YR CONVTL 250053 101,374 97,123 102,845 549 7.0698 6.5000 06/01/2009 MBS
31371EWN1 FNMA 15 YR CONVTL 250053 486,374 495,476 493,431 2,635 6.2551 6.5000 06/01/2009 MBS
31371E7J8 FNMA 30 YR CONVTL 250297 40,121 40,443 41,224 251 7.4306 7.5000 04/01/2025 MBS
31371FCY6 FNMA 15 YR CONVTL 250387 240,799 245,459 245,916 1,405 6.7620 7.0000 11/01/2010 MBS
31371FCY6 FNMA 15 YR CONVTL 250387 513,736 523,678 524,653 2,997 6.7620 7.0000 11/01/2010 MBS
31371FCY6 FNMA 15 YR CONVTL 250387 94,194 96,017 96,196 549 6.7620 7.0000 11/01/2010 MBS
31371FDR0 FNMA 15 YR CONVTL 250412 698,345 711,990 713,185 4,074 6.7608 7.0000 12/01/2010 MBS
31371FEF5 FNMA 15 YR CONVTL 250434 284,529 278,146 285,417 1,423 6.2690 6.0000 11/01/2010 MBS
31371FEF5 FNMA 15 YR CONVTL 250434 668,323 653,328 670,408 3,342 6.2690 6.0000 11/01/2010 MBS
31371FEF5 FNMA 15 YR CONVTL 250434 668,323 653,328 670,408 3,342 6.2690 6.0000 11/01/2010 MBS
31371FEF5 FNMA 15 YR CONVTL 250434 668,323 653,328 670,408 3,342 6.2690 6.0000 11/01/2010 MBS
31371FEF5 FNMA 15 YR CONVTL 250434 668,323 653,328 670,408 3,342 6.2690 6.0000 11/01/2010 MBS
31371FEF5 FNMA 15 YR CONVTL 250434 668,323 653,328 670,408 3,342 6.2690 6.0000 11/01/2010 MBS
31371FEF5 FNMA 15 YR CONVTL 250434 668,323 653,328 670,408 3,342 6.2690 6.0000 11/01/2010 MBS
31371FEF5 FNMA 15 YR CONVTL 250434 253,991 248,293 254,783 1,270 6.2690 6.0000 11/01/2010 MBS
31371FGU0 FNMA 30 YR CONVTL 250511 720,633 667,252 725,584 3,903 7.1169 6.5000 03/01/2026 MBS
31371FGU0 FNMA 30 YR CONVTL 250511 805,185 745,541 810,717 4,361 7.1169 6.5000 03/01/2026 MBS
31371FHE5 FNMA 30 YR CONVTL 250529 145,929 135,118 146,932 790 7.1164 6.5000 04/01/2026 MBS
31371FH39 FNMA 30 YR CONVTL 250550 301,443 279,106 303,514 1,633 7.1158 6.5000 05/01/2026 MBS
31371FKV3 FNMA 30 YR CONVTL 250608 801,589 742,169 807,096 4,342 7.1148 6.5000 07/01/2026 MBS
31371FKV3 FNMA 30 YR CONVTL 250608 218,240 202,062 219,739 1,182 7.1148 6.5000 07/01/2026 MBS
31371FKV3 FNMA 30 YR CONVTL 250608 169,049 156,518 170,210 916 7.1148 6.5000 07/01/2026 MBS
31371FKV3 FNMA 30 YR CONVTL 250608 107,633 99,655 108,372 583 7.1148 6.5000 07/01/2026 MBS
31371FPV8 FNMA 30 YR CONVTL 250736 271,051 274,925 278,502 1,694 7.3790 7.5000 11/01/2026 MBS
31371FQA3 FNMA 30 YR CONVTL 250749 640,868 617,037 632,658 3,204 6.2841 6.0000 08/01/2026 MBS
31371FQA3 FNMA 30 YR CONVTL 250749 59,222 57,020 58,463 296 6.2841 6.0000 08/01/2026 MBS
31371FVZ2 FNMA 30 YR CONVTL 250932 183,312 185,932 188,351 1,146 7.3793 7.5000 02/01/2027 MBS
</TABLE>
Page 33 of 141
<PAGE> 190
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31371FVZ2 FNMA 30 YR CONVTL 250932 160,145 162,434 164,547 1,001 7.3793 7.5000 02/01/2027 MBS
31371FVZ2 FNMA 30 YR CONVTL 250932 860,717 873,017 884,378 5,379 7.3793 7.5000 02/01/2027 MBS
31371FVZ2 FNMA 30 YR CONVTL 250932 860,717 873,017 884,378 5,379 7.3793 7.5000 02/01/2027 MBS
31371FVZ2 FNMA 30 YR CONVTL 250932 860,717 873,017 884,378 5,379 7.3793 7.5000 02/01/2027 MBS
31371FVZ2 FNMA 30 YR CONVTL 250932 860,717 873,017 884,378 5,379 7.3793 7.5000 02/01/2027 MBS
31371FVZ2 FNMA 30 YR CONVTL 250932 860,717 873,017 884,378 5,379 7.3793 7.5000 02/01/2027 MBS
31371FVZ2 FNMA 30 YR CONVTL 250932 399,584 405,294 410,569 2,497 7.3793 7.5000 02/01/2027 MBS
31371FVZ2 FNMA 30 YR CONVTL 250932 236,998 240,386 243,513 1,481 7.3793 7.5000 02/01/2027 MBS
31371FVZ2 FNMA 30 YR CONVTL 250932 735,117 745,622 755,325 4,594 7.3793 7.5000 02/01/2027 MBS
31371FWL2 FNMA 30 YR CONVTL 250951 327,126 331,802 336,017 2,045 7.3797 7.5000 06/01/2027 MBS
31371FWP3 FNMA 7 YR B ALLOON 250954 475,410 479,502 479,869 2,773 6.8096 7.0000 06/01/2004 MBS
31371FWP3 FNMA 7 YR B ALLOON 250954 385,018 388,332 388,629 2,246 6.8096 7.0000 06/01/2004 MBS
31371FX56 FNMA 30 YR CONVTL 251000 21,040 21,341 21,618 132 7.3788 7.5000 10/01/2026 MBS
31371FX56 FNMA 30 YR CONVTL 251000 296,004 300,234 304,141 1,850 7.3788 7.5000 10/01/2026 MBS
31371F3Y6 FNMA 30 YR CONVTL 251115 237,805 241,205 244,269 1,486 7.3799 7.5000 08/01/2027 MBS
31371F7C0 FNMA 30 YR CONVTL 251191 872,775 878,730 896,497 5,455 7.4424 7.5000 09/01/2027 MBS
31371F7C0 FNMA 30 YR CONVTL 251191 872,775 878,730 896,497 5,455 7.4424 7.5000 09/01/2027 MBS
31371GAA8 FNMA 7 YR B ALLOON 251201 439,689 443,553 443,813 2,565 6.8127 7.0000 09/01/2004 MBS
31371GAA8 FNMA 7 YR B ALLOON 251201 126,652 127,766 127,840 739 6.8127 7.0000 09/01/2004 MBS
31371GAA8 FNMA 7 YR B ALLOON 251201 491,057 495,372 495,663 2,865 6.8127 7.0000 09/01/2004 MBS
31371GAA8 FNMA 7 YR B ALLOON 251201 86,981 87,745 87,797 507 6.8127 7.0000 09/01/2004 MBS
31371GAA8 FNMA 7 YR B ALLOON 251201 559,222 564,136 564,468 3,262 6.8127 7.0000 09/01/2004 MBS
31371GAA8 FNMA 7 YR B ALLOON 251201 93,508 94,330 94,385 545 6.8127 7.0000 09/01/2004 MBS
31371GAA8 FNMA 7 YR B ALLOON 251201 552,695 557,552 557,879 3,224 6.8127 7.0000 09/01/2004 MBS
31371GQH6 FNMA 15 YR CONVTL 251656 440,005 440,212 441,105 2,200 5.9966 6.0000 03/01/2028 MBS
31371GTH3 FNMA 30 YR CONVTL 251752 229,390 227,967 230,895 1,243 6.5476 6.5000 06/01/2028 MBS
31371GTH3 FNMA 30 YR CONVTL 251752 791,460 786,548 796,652 4,287 6.5476 6.5000 06/01/2028 MBS
31371GVQ0 FNMA 30 YR CONVTL 251823 426,273 419,750 420,676 2,131 6.1121 6.0000 07/01/2028 MBS
31371GVQ0 FNMA 30 YR CONVTL 251823 902,162 888,358 890,317 4,511 6.1121 6.0000 07/01/2028 MBS
31371GX62 FNMA 15 YR CONVTL 251901 496,704 495,285 503,688 2,690 6.5304 6.5000 08/01/2013 MBS
31371GX62 FNMA 15 YR CONVTL 251901 960,574 957,829 974,080 5,203 6.5304 6.5000 08/01/2013 MBS
31371GX62 FNMA 15 YR CONVTL 251901 960,574 957,829 974,080 5,203 6.5304 6.5000 08/01/2013 MBS
31371GX62 FNMA 15 YR CONVTL 251901 960,574 957,829 974,080 5,203 6.5304 6.5000 08/01/2013 MBS
31371GX62 FNMA 15 YR CONVTL 251901 960,574 957,829 974,080 5,203 6.5304 6.5000 08/01/2013 MBS
31371GX62 FNMA 15 YR CONVTL 251901 960,574 957,829 974,080 5,203 6.5304 6.5000 08/01/2013 MBS
31371GZ86 FNMA 30 YR CONVTL 251967 973,948 971,221 980,337 5,276 6.5214 6.5000 08/01/2028 MBS
31371G2G4 FNMA 30 YR CONVTL 251975 376,698 382,084 386,937 2,354 7.3809 7.5000 07/01/2028 MBS
31371G2P4 FNMA 15 YR CONVTL 251982 273,643 272,861 277,490 1,482 6.5304 6.5000 08/01/2013 MBS
31371G5X4 FNMA 15 YR CONVTL 252062 90,525 91,761 91,798 490 6.3573 6.5000 10/01/2013 MBS
31371VZM2 FNMA 15 YR CONVTL 263648 155,067 148,634 157,317 840 7.0801 6.5000 01/01/2009 MBS
</TABLE>
Page 34 of 141
<PAGE> 191
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31371WWE1 FNMA 15 YR CONVTL 264445 302,846 308,662 309,375 1,767 6.7356 7.0000 01/01/2009 MBS
31372B4U1 FNMA 15 YR CONVTL 268235 67,197 64,398 68,267 364 7.0758 6.5000 03/01/2009 MBS
31372DLG9 FNMA 15 YR CONVTL 269527 163,806 166,957 167,338 956 6.7411 7.0000 05/01/2009 MBS
31372HPH4 FNMA 15 YR CONVTL 273224 39,742 38,080 40,375 215 7.0716 6.5000 05/01/2009 MBS
31372H2Y2 FNMA 15 YR CONVTL 273591 54,151 54,176 54,455 271 5.9939 6.0000 02/01/2009 MBS
31372JA86 FNMA 15 YR CONVTL 273731 362,163 347,011 367,418 1,962 7.0717 6.5000 05/01/2009 MBS
31372J4Y6 FNMA 15 YR CONVTL 274539 280,673 268,985 284,350 1,520 7.0755 6.5000 03/01/2009 MBS
31372J4Y6 FNMA 15 YR CONVTL 274539 107,373 102,902 108,780 582 7.0755 6.5000 03/01/2009 MBS
31372KUE8 FNMA 15 YR CONVTL 275181 353,456 338,737 358,585 1,915 7.0755 6.5000 03/01/2009 MBS
31372LLX4 FNMA 15 YR CONVTL 275842 89,391 85,669 90,688 484 7.0755 6.5000 03/01/2009 MBS
31372LLX4 FNMA 15 YR CONVTL 275842 473,372 453,659 480,241 2,564 7.0755 6.5000 03/01/2009 MBS
31372LLY2 FNMA 15 YR CONVTL 275843 391,056 374,771 396,730 2,118 7.0755 6.5000 03/01/2009 MBS
31372LNL8 FNMA 15 YR CONVTL 275895 98,015 93,924 99,437 531 7.0737 6.5000 04/01/2009 MBS
31372LNL8 FNMA 15 YR CONVTL 275895 361,502 346,411 366,747 1,958 7.0737 6.5000 04/01/2009 MBS
31372LNX2 FNMA 15 YR CONVTL 275906 230,049 220,427 233,387 1,246 7.0716 6.5000 05/01/2009 MBS
31372LNX2 FNMA 15 YR CONVTL 275906 230,049 220,427 233,387 1,246 7.0716 6.5000 05/01/2009 MBS
31372LZV3 FNMA 15 YR CONVTL 276256 365,755 350,427 371,581 1,981 7.0695 6.5000 06/01/2009 MBS
31372NBR4 FNMA 15 YR CONVTL 277348 453,980 435,066 460,567 2,459 7.0758 6.5000 03/01/2009 MBS
31372ND35 FNMA 15 YR CONVTL 277422 196,765 188,568 199,620 1,066 7.0758 6.5000 03/01/2009 MBS
31372ND35 FNMA 15 YR CONVTL 277422 37,565 36,000 38,110 203 7.0758 6.5000 03/01/2009 MBS
31372NVS0 FNMA 15 YR CONVTL 277925 140,496 134,643 142,535 761 7.0758 6.5000 03/01/2009 MBS
31372P2G3 FNMA 15 YR CONVTL 278975 57,377 54,982 58,210 311 7.0737 6.5000 04/01/2009 MBS
31372P6X2 FNMA 15 YR CONVTL 279086 63,699 63,443 64,939 372 7.0579 7.0000 08/01/2008 MBS
31372QWL7 FNMA 15 YR CONVTL 279751 286,868 274,866 291,030 1,554 7.0717 6.5000 05/01/2009 MBS
31372R2W4 FNMA 15 YR CONVTL 280789 140,060 134,202 142,092 759 7.0716 6.5000 05/01/2009 MBS
31372R2W4 FNMA 15 YR CONVTL 280789 330,653 316,823 335,451 1,791 7.0716 6.5000 05/01/2009 MBS
31372R3Z6 FNMA 15 YR CONVTL 280816 48,369 46,342 49,071 262 7.0698 6.5000 06/01/2009 MBS
31372R3Z6 FNMA 15 YR CONVTL 280816 398,026 381,337 403,801 2,156 7.0698 6.5000 06/01/2009 MBS
31372R3Z6 FNMA 15 YR CONVTL 280816 437,167 418,836 443,510 2,368 7.0698 6.5000 06/01/2009 MBS
31372STR4 FNMA 15 YR CONVTL 281460 45,268 43,379 45,925 245 7.0737 6.5000 04/01/2009 MBS
31372TJU6 FNMA 15 YR CONVTL 282075 97,557 99,434 99,660 569 6.7411 7.0000 05/01/2009 MBS
31372TJY8 FNMA 15 YR CONVTL 282079 459,374 440,155 466,692 2,488 7.0717 6.5000 05/01/2009 MBS
31372TRH6 FNMA 15 YR CONVTL 282288 87,316 83,663 88,583 473 7.0717 6.5000 05/01/2009 MBS
31372TRH6 FNMA 15 YR CONVTL 282288 351,745 337,030 356,849 1,905 7.0717 6.5000 05/01/2009 MBS
31372TRH6 FNMA 15 YR CONVTL 282288 79,020 75,714 80,167 428 7.0717 6.5000 05/01/2009 MBS
31372TST9 FNMA 15 YR CONVTL 282330 207,211 198,562 210,512 1,122 7.0736 6.5000 04/01/2009 MBS
31372UGQ5 FNMA 15 YR CONVTL 282907 163,683 156,837 166,290 887 7.0716 6.5000 05/01/2009 MBS
31372ULU0 FNMA 15 YR CONVTL 283039 67,751 64,918 68,734 367 7.0716 6.5000 05/01/2009 MBS
31372URL4 FNMA 15 YR CONVTL 283191 384,192 368,082 389,767 2,081 7.0698 6.5000 06/01/2009 MBS
31372URS9 FNMA 15 YR CONVTL 283197 77,023 73,802 78,141 417 7.0716 6.5000 05/01/2009 MBS
31372WCN2 FNMA 15 YR CONVTL 284577 185,163 177,419 187,850 1,003 7.0716 6.5000 05/01/2009 MBS
31372WCN2 FNMA 15 YR CONVTL 284577 301,469 288,860 305,843 1,633 7.0716 6.5000 05/01/2009 MBS
31373APK1 FNMA 15 YR CONVTL 287626 322,570 309,045 327,709 1,747 7.0698 6.5000 06/01/2009 MBS
31373DUV5 FNMA 30 YR CONVTL 290496 235,262 227,217 236,878 1,274 6.7782 6.5000 07/01/2025 MBS
31373GJR0 FNMA 15 YR CONVTL 292872 82,409 81,962 84,013 481 7.0730 7.0000 08/01/2009 MBS
31373GJR0 FNMA 15 YR CONVTL 292872 480,623 478,653 489,976 2,804 7.0551 7.0000 08/01/2009 MBS
31373HFA9 FNMA 15 YR CONVTL 293661 50,736 48,619 51,472 275 7.0737 6.5000 04/01/2009 MBS
31373UK48 FNMA 30 YR CONVTL 303715 314,548 302,857 310,714 1,573 6.2860 6.0000 02/01/2026 MBS
31373VXT7 FNMA 30 YR CONVTL 304990 328,991 317,784 331,458 1,782 6.7818 6.5000 05/01/2024 MBS
31373VX34 FNMA 30 YR CONVTL 304998 226,318 218,598 227,943 1,226 6.7805 6.5000 10/01/2024 MBS
31373YAA7 FNMA 30 YR CONVTL 307001 287,795 283,641 293,640 1,679 7.1213 7.0000 07/01/2025 MBS
31373YAM1 FNMA 30 YR CONVTL 307012 239,010 235,561 243,864 1,394 7.1213 7.0000 07/01/2025 MBS
31373YAQ2 FNMA 30 YR CONVTL 307015 306,201 301,781 312,420 1,786 7.1213 7.0000 07/01/2025 MBS
31373YAX7 FNMA 30 YR CONVTL 307022 507,015 499,696 517,312 2,958 7.1213 7.0000 07/01/2025 MBS
31373YBD0 FNMA 30 YR CONVTL 307036 612,545 603,703 624,986 3,573 7.1213 7.0000 07/01/2025 MBS
31373YBD0 FNMA 30 YR CONVTL 307036 612,545 603,703 624,986 3,573 7.1213 7.0000 07/01/2025 MBS
31373YBD0 FNMA 30 YR CONVTL 307036 301,947 297,589 308,080 1,761 7.1213 7.0000 07/01/2025 MBS
31373YBD0 FNMA 30 YR CONVTL 307036 324,532 319,848 331,123 1,893 7.1213 7.0000 07/01/2025 MBS
31374A2Y5 FNMA 15 YR CONVTL 308691 44,942 45,810 45,911 262 6.7545 7.0000 04/01/2010 MBS
31374A2Y5 FNMA 15 YR CONVTL 308691 319,291 325,457 326,175 1,863 6.7545 7.0000 04/01/2010 MBS
31374BH43 FNMA 30 YR CONVTL 309051 671,640 661,944 685,281 3,918 7.1213 7.0000 07/01/2025 MBS
</TABLE>
Page 35 of 141
<PAGE> 192
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31374BH43 FNMA 30 YR CONVTL 309051 671,640 661,944 685,281 3,918 7.1213 7.0000 07/01/2025 MBS
31374BH43 FNMA 30 YR CONVTL 309051 671,640 661,944 685,281 3,918 7.1213 7.0000 07/01/2025 MBS
31374BH43 FNMA 30 YR CONVTL 309051 267,300 263,442 272,729 1,559 7.1213 7.0000 07/01/2025 MBS
31374BH43 FNMA 30 YR CONVTL 309051 465,275 458,559 474,725 2,714 7.1213 7.0000 07/01/2025 MBS
31374DXX7 FNMA 30 YR CONVTL 311294 125,860 124,043 128,416 734 7.1213 7.0000 07/01/2025 MBS
31374DXX7 FNMA 30 YR CONVTL 311294 719,569 709,182 734,183 4,197 7.1213 7.0000 07/01/2025 MBS
31374DXX7 FNMA 30 YR CONVTL 311294 221,091 217,900 225,581 1,290 7.1213 7.0000 07/01/2025 MBS
31374H4M4 FNMA 30 YR CONVTL 315028 249,812 246,206 254,886 1,457 7.1213 7.0000 07/01/2025 MBS
31374JDD0 FNMA 15 YR CONVTL 315200 375,199 382,451 383,172 2,189 6.7578 7.0000 07/01/2010 MBS
31374JSF9 FNMA 15 YR CONVTL 315618 26,012 26,515 26,573 152 6.7567 7.0000 06/01/2010 MBS
31374JTL5 FNMA 15 YR CONVTL 315655 124,908 127,325 127,562 729 6.7610 7.0000 10/01/2010 MBS
31374JTL5 FNMA 15 YR CONVTL 315655 409,391 417,311 418,091 2,388 6.7610 7.0000 10/01/2010 MBS
31374JTL5 FNMA 15 YR CONVTL 315655 167,286 170,523 170,841 976 6.7610 7.0000 10/01/2010 MBS
31374JTL5 FNMA 15 YR CONVTL 315655 143,330 146,104 146,376 836 6.7610 7.0000 10/01/2010 MBS
31374JTL5 FNMA 15 YR CONVTL 315655 645,462 657,949 659,178 3,765 6.7610 7.0000 10/01/2010 MBS
31374JTL5 FNMA 15 YR CONVTL 315655 669,418 682,369 683,643 3,905 6.7610 7.0000 10/01/2010 MBS
31374JTL5 FNMA 15 YR CONVTL 315655 560,733 571,581 572,649 3,271 6.7610 7.0000 10/01/2010 MBS
31374JTN1 FNMA 15 YR CONVTL 315657 207,661 211,679 212,074 1,211 6.7610 7.0000 10/01/2010 MBS
31374JTN1 FNMA 15 YR CONVTL 315657 586,363 597,708 598,823 3,420 6.7610 7.0000 10/01/2010 MBS
31374JTN1 FNMA 15 YR CONVTL 315657 19,252 19,625 19,661 112 6.7610 7.0000 10/01/2010 MBS
31374J2G5 FNMA 15 YR CONVTL 315875 29,141 29,705 29,760 170 6.7578 7.0000 07/01/2010 MBS
31374J3C3 FNMA 15 YR CONVTL 315895 275,681 281,010 281,539 1,608 6.7578 7.0000 07/01/2010 MBS
31374KAF5 FNMA 15 YR CONVTL 316006 216,887 216,012 221,108 1,265 7.0574 7.0000 10/01/2008 MBS
31374KCP1 FNMA 30 YR CONVTL 316078 548,419 540,502 559,557 3,199 7.1213 7.0000 07/01/2025 MBS
31374KCP1 FNMA 30 YR CONVTL 316078 102,030 100,558 104,102 595 7.1213 7.0000 07/01/2025 MBS
31374KLH9 FNMA 30 YR CONVTL 316328 126,901 125,070 129,478 740 7.1213 7.0000 07/01/2025 MBS
31374KLH9 FNMA 30 YR CONVTL 316328 520,311 512,800 530,879 3,035 7.1213 7.0000 07/01/2025 MBS
31374KL97 FNMA 30 YR CONVTL 316352 66,803 65,839 68,160 390 7.1213 7.0000 07/01/2025 MBS
31374KUA4 FNMA 30 YR CONVTL 316577 185,127 178,796 186,456 1,003 6.7782 6.5000 07/01/2025 MBS
31374KUB2 FNMA 30 YR CONVTL 316578 216,596 213,469 220,995 1,263 7.1213 7.0000 07/01/2025 MBS
31374KXJ2 FNMA 30 YR CONVTL 316681 158,356 156,070 161,572 924 7.1213 7.0000 07/01/2025 MBS
31374KXW3 FNMA 30 YR CONVTL 316693 162,044 157,039 163,157 878 6.7507 6.5000 07/01/2025 MBS
31374K2M9 FNMA 30 YR CONVTL 316780 330,242 325,475 336,949 1,926 7.1213 7.0000 07/01/2025 MBS
31374LB54 FNMA 30 YR CONVTL 316960 109,987 106,226 110,777 596 6.7782 6.5000 07/01/2025 MBS
31374LC79 FNMA 30 YR CONVTL 316994 186,195 183,507 189,977 1,086 7.1213 7.0000 07/01/2025 MBS
31374LC79 FNMA 30 YR CONVTL 316994 252,226 248,585 257,349 1,471 7.1213 7.0000 07/01/2025 MBS
31374LC79 FNMA 30 YR CONVTL 316994 581,596 573,201 593,408 3,393 7.1213 7.0000 07/01/2025 MBS
31374LC79 FNMA 30 YR CONVTL 316994 581,596 573,201 593,408 3,393 7.1213 7.0000 07/01/2025 MBS
31374LC79 FNMA 30 YR CONVTL 316994 386,065 380,492 393,906 2,252 7.1213 7.0000 07/01/2025 MBS
31374LC79 FNMA 30 YR CONVTL 316994 581,596 573,201 593,408 3,393 7.1213 7.0000 07/01/2025 MBS
31374LC79 FNMA 30 YR CONVTL 316994 581,596 573,201 593,408 3,393 7.1213 7.0000 07/01/2025 MBS
31374LC79 FNMA 30 YR CONVTL 316994 581,596 573,201 593,408 3,393 7.1213 7.0000 07/01/2025 MBS
31374LC79 FNMA 30 YR CONVTL 316994 48,968 48,262 49,963 286 7.1213 7.0000 07/01/2025 MBS
31374LC79 FNMA 30 YR CONVTL 316994 581,596 573,201 593,408 3,393 7.1213 7.0000 07/01/2025 MBS
31374LC79 FNMA 30 YR CONVTL 316994 581,596 573,201 593,408 3,393 7.1213 7.0000 07/01/2025 MBS
31374LC79 FNMA 30 YR CONVTL 316994 95,586 94,207 97,527 558 7.1213 7.0000 07/01/2025 MBS
31374LC79 FNMA 30 YR CONVTL 316994 271,233 267,318 276,742 1,582 7.1213 7.0000 07/01/2025 MBS
31374LFF8 FNMA 30 YR CONVTL 317066 220,368 217,188 224,844 1,285 7.1213 7.0000 07/01/2025 MBS
31374LFJ0 FNMA 30 YR CONVTL 317069 49,927 48,220 50,270 270 6.7782 6.5000 07/01/2025 MBS
31374LGB6 FNMA 30 YR CONVTL 317094 16,778 16,536 17,119 98 7.1213 7.0000 07/01/2025 MBS
31374LGB6 FNMA 30 YR CONVTL 317094 649,150 639,779 662,334 3,787 7.1213 7.0000 07/01/2025 MBS
31374LGB6 FNMA 30 YR CONVTL 317094 649,150 639,779 662,334 3,787 7.1213 7.0000 07/01/2025 MBS
31374LGB6 FNMA 30 YR CONVTL 317094 649,150 639,779 662,334 3,787 7.1213 7.0000 07/01/2025 MBS
31374LGB6 FNMA 30 YR CONVTL 317094 649,150 639,779 662,334 3,787 7.1213 7.0000 07/01/2025 MBS
31374LGB6 FNMA 30 YR CONVTL 317094 649,150 639,779 662,334 3,787 7.1213 7.0000 07/01/2025 MBS
31374LGB6 FNMA 30 YR CONVTL 317094 499,087 491,883 509,223 2,911 7.1213 7.0000 07/01/2025 MBS
31374LGB6 FNMA 30 YR CONVTL 317094 326,556 321,843 333,188 1,905 7.1213 7.0000 07/01/2025 MBS
31374LGB6 FNMA 30 YR CONVTL 317094 284,834 280,723 290,619 1,662 7.1213 7.0000 07/01/2025 MBS
31374LGB6 FNMA 30 YR CONVTL 317094 36,261 35,738 36,997 212 7.1213 7.0000 07/01/2025 MBS
31374LGB6 FNMA 30 YR CONVTL 317094 147,933 145,798 150,938 863 7.1213 7.0000 07/01/2025 MBS
31374LMG8 FNMA 30 YR CONVTL 317259 307,089 311,474 315,531 1,919 7.3772 7.5000 07/01/2025 MBS
</TABLE>
Page 36 of 141
<PAGE> 193
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31374LQ66 FNMA 15 YR CONVTL 317377 28,154 28,699 28,761 164 6.7567 7.0000 06/01/2010 MBS
31374LSW7 FNMA 30 YR CONVTL 317433 178,726 172,614 179,954 968 6.7782 6.5000 07/01/2025 MBS
31374LXH4 FNMA 30 YR CONVTL 317580 274,149 264,774 276,032 1,485 6.7782 6.5000 07/01/2025 MBS
31374LYD2 FNMA 30 YR CONVTL 317608 555,413 536,419 559,229 3,008 6.7782 6.5000 07/01/2025 MBS
31374L2D7 FNMA 30 YR CONVTL 317672 239,434 231,245 241,153 1,297 6.7782 6.5000 07/01/2025 MBS
31374NJE3 FNMA 15 YR CONVTL 318961 72,365 73,765 73,903 422 6.7589 7.0000 08/01/2010 MBS
31374NJE3 FNMA 15 YR CONVTL 318961 764,451 779,231 780,696 4,459 6.7589 7.0000 08/01/2010 MBS
31374NRF1 FNMA 30 YR CONVTL 319186 851,344 788,270 857,193 4,611 7.1164 6.5000 04/01/2026 MBS
31374NRF1 FNMA 30 YR CONVTL 319186 486,183 450,162 489,523 2,633 7.1164 6.5000 04/01/2026 MBS
31374NR95 FNMA 15 YR CONVTL 319212 431,311 421,653 432,657 2,157 6.2711 6.0000 09/01/2010 MBS
31374NR95 FNMA 15 YR CONVTL 319212 697,035 681,426 699,210 3,485 6.2711 6.0000 09/01/2010 MBS
31374NR95 FNMA 15 YR CONVTL 319212 697,035 681,426 699,210 3,485 6.2711 6.0000 09/01/2010 MBS
31374NR95 FNMA 15 YR CONVTL 319212 697,035 681,426 699,210 3,485 6.2711 6.0000 09/01/2010 MBS
31374NR95 FNMA 15 YR CONVTL 319212 697,035 681,426 699,210 3,485 6.2711 6.0000 09/01/2010 MBS
31374NR95 FNMA 15 YR CONVTL 319212 697,035 681,426 699,210 3,485 6.2711 6.0000 09/01/2010 MBS
31374NR95 FNMA 15 YR CONVTL 319212 400,281 391,318 401,530 2,001 6.2711 6.0000 09/01/2010 MBS
31374QUY9 FNMA 30 YR CONVTL 321099 17,519 17,156 17,875 102 7.1750 7.0000 09/01/2025 MBS
31374QYS8 FNMA 15 YR CONVTL 321221 291,575 297,216 297,771 1,701 6.7610 7.0000 10/01/2010 MBS
31374QZG3 FNMA 15 YR CONVTL 321243 21,749 22,170 22,211 127 6.7589 7.0000 08/01/2010 MBS
31374SBL4 FNMA 30 YR CONVTL 322343 127,166 124,526 129,749 742 7.1750 7.0000 09/01/2025 MBS
31374S5U1 FNMA 30 YR CONVTL 323159 42,788,438 43,977,908 43,951,428 267,428 7.2703 7.5000 04/01/2028 MBS
31374S5U1 FNMA 30 YR CONVTL 323159 855,768 879,558 879,028 5,349 7.2703 7.5000 04/01/2028 MBS
31374S5U1 FNMA 30 YR CONVTL 323159 42,788,438 43,977,908 43,951,428 267,428 7.2703 7.5000 04/01/2028 MBS
31374TCN7 FNMA 30 YR CONVTL 323277 611,749 610,987 615,762 3,314 6.5095 6.5000 07/01/2028 MBS
31374TCN7 FNMA 30 YR CONVTL 323277 975,792 974,576 982,193 5,286 6.5095 6.5000 07/01/2028 MBS
31374TCN7 FNMA 30 YR CONVTL 323277 975,792 974,576 982,193 5,286 6.5095 6.5000 07/01/2028 MBS
31374TCN7 FNMA 30 YR CONVTL 323277 975,792 974,576 982,193 5,286 6.5095 6.5000 07/01/2028 MBS
31374TCN7 FNMA 30 YR CONVTL 323277 975,792 974,576 982,193 5,286 6.5095 6.5000 07/01/2028 MBS
31374TCN7 FNMA 30 YR CONVTL 323277 975,792 974,576 982,193 5,286 6.5095 6.5000 07/01/2028 MBS
31374TCN7 FNMA 30 YR CONVTL 323277 975,792 974,576 982,193 5,286 6.5095 6.5000 07/01/2028 MBS
31374TCN7 FNMA 30 YR CONVTL 323277 364,043 363,589 366,431 1,972 6.5095 6.5000 07/01/2028 MBS
31374TH77 FNMA 15 YR CONVTL 323454 242,869 242,983 243,476 1,214 5.9953 6.0000 11/01/2013 MBS
31374TLK3 FNMA 30 YR CONVTL 323530 21,128,863 21,480,449 21,544,890 123,252 6.8655 7.0000 09/01/2026 MBS
31374TLL1 FNMA 15 YR CONVTL 323531 2,016,552 2,039,393 2,044,905 10,923 6.3821 6.5000 12/01/2013 MBS
31374TLM9 FNMA 30 YR CONVTL 323532 32,176,379 32,832,406 32,809,932 187,696 6.7824 7.0000 12/01/2013 MBS
31374XK82 FNMA 15 YR CONVTL 327119 416,465 407,126 417,764 2,082 6.2702 6.0000 10/01/2010 MBS
31374XK82 FNMA 15 YR CONVTL 327119 671,764 656,700 673,860 3,359 6.2702 6.0000 10/01/2010 MBS
31374XK82 FNMA 15 YR CONVTL 327119 671,764 656,700 673,860 3,359 6.2702 6.0000 10/01/2010 MBS
31374XK82 FNMA 15 YR CONVTL 327119 671,764 656,700 673,860 3,359 6.2702 6.0000 10/01/2010 MBS
31374XK82 FNMA 15 YR CONVTL 327119 671,764 656,700 673,860 3,359 6.2702 6.0000 10/01/2010 MBS
31374XK82 FNMA 15 YR CONVTL 327119 671,764 656,700 673,860 3,359 6.2702 6.0000 10/01/2010 MBS
31374XK82 FNMA 15 YR CONVTL 327119 671,764 656,700 673,860 3,359 6.2702 6.0000 10/01/2010 MBS
31374XK82 FNMA 15 YR CONVTL 327119 671,764 656,700 673,860 3,359 6.2702 6.0000 10/01/2010 MBS
31374XK82 FNMA 15 YR CONVTL 327119 671,764 656,700 673,860 3,359 6.2702 6.0000 10/01/2010 MBS
31374XK82 FNMA 15 YR CONVTL 327119 671,764 656,700 673,860 3,359 6.2702 6.0000 10/01/2010 MBS
31374XLK4 FNMA 15 YR CONVTL 327130 221,918 226,212 226,634 1,295 6.7610 7.0000 10/01/2010 MBS
31374XLK4 FNMA 15 YR CONVTL 327130 238,876 243,498 243,952 1,393 6.7610 7.0000 10/01/2010 MBS
31374XLK4 FNMA 15 YR CONVTL 327130 52,728 53,749 53,848 308 6.7610 7.0000 10/01/2010 MBS
31374XLK4 FNMA 15 YR CONVTL 327130 266,428 271,583 272,090 1,554 6.7610 7.0000 10/01/2010 MBS
31374XLK4 FNMA 15 YR CONVTL 327130 318,204 324,361 324,966 1,856 6.7610 7.0000 10/01/2010 MBS
31374XLK4 FNMA 15 YR CONVTL 327130 83,297 84,909 85,067 486 6.7610 7.0000 10/01/2010 MBS
31375AL80 FNMA 30 YR CONVTL 328951 260,309 264,027 267,465 1,627 7.3779 7.5000 01/01/2026 MBS
31375AUX5 FNMA 30 YR CONVTL 329198 3,613,427 3,717,752 3,712,760 22,584 7.2554 7.5000 11/01/2025 MBS
31375A6Z7 FNMA 15 YR CONVTL 329488 419,216 409,803 420,524 2,096 6.2692 6.0000 11/01/2010 MBS
31375A6Z7 FNMA 15 YR CONVTL 329488 673,634 658,507 675,736 3,368 6.2692 6.0000 11/01/2010 MBS
31375A6Z7 FNMA 15 YR CONVTL 329488 673,634 658,507 675,736 3,368 6.2692 6.0000 11/01/2010 MBS
31375A6Z7 FNMA 15 YR CONVTL 329488 256,802 251,036 257,603 1,284 6.2692 6.0000 11/01/2010 MBS
31375CNX9 FNMA 30 YR CONVTL 330806 874,124 809,385 880,129 4,735 7.1175 6.5000 02/01/2026 MBS
31375CNX9 FNMA 30 YR CONVTL 330806 225,929 209,197 227,481 1,224 7.1175 6.5000 02/01/2026 MBS
31375DFB4 FNMA 30 YR CONVTL 331462 319,350 295,703 321,544 1,730 7.1180 6.5000 01/01/2026 MBS
31375DPA5 FNMA 30 YR CONVTL 331717 835,279 804,838 841,017 4,524 6.7947 6.5000 02/01/2026 MBS
</TABLE>
Page 37 of 141
<PAGE> 194
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31375DPA5 FNMA 30 YR CONVTL 331717 835,279 804,838 841,017 4,524 6.7947 6.5000 02/01/2026 MBS
31375DPA5 FNMA 30 YR CONVTL 331717 835,279 804,838 841,017 4,524 6.7947 6.5000 02/01/2026 MBS
31375DPA5 FNMA 30 YR CONVTL 331717 417,639 402,419 420,508 2,262 6.7947 6.5000 02/01/2026 MBS
31375DPA5 FNMA 30 YR CONVTL 331717 417,639 402,418 420,508 2,262 6.7947 6.5000 02/01/2026 MBS
31375DPA5 FNMA 30 YR CONVTL 331717 835,279 804,838 841,017 4,524 6.7947 6.5000 02/01/2026 MBS
31375EJW2 FNMA 30 YR CONVTL 332477 101,353 97,587 100,055 507 6.2860 6.0000 02/01/2026 MBS
31375EXW6 FNMA 15 YR CONVTL 332893 72,483 73,886 74,023 423 6.7630 7.0000 12/01/2010 MBS
31375E6G1 FNMA 30 YR CONVTL 333071 27,054 25,964 27,603 158 7.3431 7.0000 02/01/2026 MBS
31375FFY9 FNMA 30 YR CONVTL 333283 472,698 437,690 475,945 2,560 7.1175 6.5000 02/01/2026 MBS
31375FM21 FNMA 30 YR CONVTL 333477 250,697 250,583 259,667 1,671 8.0041 8.0000 12/01/2026 MBS
31375FSS8 FNMA 30 YR CONVTL 333629 322,946 299,032 325,165 1,749 7.1180 6.5000 01/01/2026 MBS
31375G4X1 FNMA 30 YR CONVTL 334838 625,353 579,039 629,649 3,387 7.1175 6.5000 02/01/2026 MBS
31375HBJ2 FNMA 30 YR CONVTL 334941 191,971 184,837 189,512 960 6.2863 6.0000 01/01/2026 MBS
31375HWW0 FNMA 30 YR CONVTL 335561 339,900 314,731 342,235 1,841 7.1180 6.5000 01/01/2026 MBS
31375JFN5 FNMA 30 YR CONVTL 335973 43,908 42,277 43,346 220 6.2860 6.0000 02/01/2026 MBS
31375JFN5 FNMA 30 YR CONVTL 335973 581,354 559,747 573,907 2,907 6.2860 6.0000 02/01/2026 MBS
31375JYU8 FNMA 30 YR CONVTL 336523 620,395 574,439 624,657 3,360 7.1169 6.5000 03/01/2026 MBS
31375J2H2 FNMA 30 YR CONVTL 336576 333,609 308,902 335,901 1,807 7.1175 6.5000 02/01/2026 MBS
31375KGC5 FNMA 30 YR CONVTL 336895 533,976 494,429 537,644 2,892 7.1175 6.5000 02/01/2026 MBS
31375KKR7 FNMA 30 YR CONVTL 337004 706,246 653,941 711,098 3,826 7.1175 6.5000 02/01/2026 MBS
31375KKR7 FNMA 30 YR CONVTL 337004 826,368 765,166 832,045 4,476 7.1175 6.5000 02/01/2026 MBS
31375KQP5 FNMA 30 YR CONVTL 337162 280,572 259,793 282,500 1,520 7.1175 6.5000 02/01/2026 MBS
31375KQP5 FNMA 30 YR CONVTL 337162 673,440 653,729 678,067 3,648 6.7353 6.5000 02/01/2026 MBS
31375KQP5 FNMA 30 YR CONVTL 337162 819,576 795,587 825,206 4,439 6.7353 6.5000 02/01/2026 MBS
31375KVD6 FNMA 30 YR CONVTL 337312 409,840 379,487 412,656 2,220 7.1175 6.5000 02/01/2026 MBS
31375K4W4 FNMA 30 YR CONVTL 337537 287,327 266,051 289,301 1,556 7.1180 6.5000 01/01/2026 MBS
31375LJC0 FNMA 30 YR CONVTL 337859 222,001 213,908 223,526 1,203 6.7941 6.5000 04/01/2026 MBS
31375LJC0 FNMA 30 YR CONVTL 337859 601,761 579,823 605,895 3,260 6.7941 6.5000 04/01/2026 MBS
31375LJC0 FNMA 30 YR CONVTL 337859 222,001 213,908 223,526 1,203 6.7941 6.5000 04/01/2026 MBS
31375LJC0 FNMA 30 YR CONVTL 337859 601,761 579,823 605,895 3,260 6.7941 6.5000 04/01/2026 MBS
31375LJC0 FNMA 30 YR CONVTL 337859 222,001 213,908 223,526 1,203 6.7941 6.5000 04/01/2026 MBS
31375LJC0 FNMA 30 YR CONVTL 337859 601,761 579,823 605,895 3,260 6.7941 6.5000 04/01/2026 MBS
31375LPE9 FNMA 30 YR CONVTL 338021 512,822 494,130 516,345 2,778 6.7944 6.5000 03/01/2026 MBS
31375LYU3 FNMA 30 YR CONVTL 338323 56,372 54,101 57,517 329 7.3424 7.0000 04/01/2026 MBS
31375LYU3 FNMA 30 YR CONVTL 338323 706,509 678,046 720,858 4,121 7.3424 7.0000 04/01/2026 MBS
31375MU92 FNMA 30 YR CONVTL 339108 273,988 264,001 275,870 1,484 6.7944 6.5000 03/01/2026 MBS
31375MU92 FNMA 30 YR CONVTL 339108 808,148 778,690 813,700 4,377 6.7944 6.5000 03/01/2026 MBS
31375MU92 FNMA 30 YR CONVTL 339108 808,148 778,690 813,700 4,377 6.7944 6.5000 03/01/2026 MBS
31375MU92 FNMA 30 YR CONVTL 339108 808,148 778,690 813,700 4,377 6.7944 6.5000 03/01/2026 MBS
31375MU92 FNMA 30 YR CONVTL 339108 808,148 778,690 813,700 4,377 6.7944 6.5000 03/01/2026 MBS
31375MW41 FNMA 30 YR CONVTL 339167 44,491 42,699 45,395 260 7.3427 7.0000 03/01/2026 MBS
31375MW41 FNMA 30 YR CONVTL 339167 855,646 821,175 873,024 4,991 7.3427 7.0000 03/01/2026 MBS
31375MXC2 FNMA 30 YR CONVTL 339175 629,808 606,397 621,740 3,149 6.2857 6.0000 03/01/2026 MBS
31375MXK4 FNMA 30 YR CONVTL 339182 247,909 238,871 249,612 1,343 6.7941 6.5000 04/01/2026 MBS
31375M2B8 FNMA 30 YR CONVTL 339270 288,305 266,949 290,286 1,562 7.1169 6.5000 03/01/2026 MBS
31375NJ36 FNMA 30 YR CONVTL 339682 569,864 527,651 573,779 3,087 7.1169 6.5000 03/01/2026 MBS
31375NJ36 FNMA 30 YR CONVTL 339682 755,890 699,897 761,083 4,094 7.1169 6.5000 03/01/2026 MBS
31375NKB6 FNMA 30 YR CONVTL 339690 787,347 729,014 792,756 4,265 7.1164 6.5000 04/01/2026 MBS
31375NPY1 FNMA 30 YR CONVTL 339839 105,606 101,681 104,253 528 6.2857 6.0000 03/01/2026 MBS
31375NPY1 FNMA 30 YR CONVTL 339839 679,441 654,186 670,737 3,397 6.2857 6.0000 03/01/2026 MBS
31375PBZ8 FNMA 30 YR CONVTL 340356 306,470 295,299 308,575 1,660 6.7944 6.5000 03/01/2026 MBS
31375PBZ8 FNMA 30 YR CONVTL 340356 794,028 765,085 799,483 4,301 6.7944 6.5000 03/01/2026 MBS
31375PBZ8 FNMA 30 YR CONVTL 340356 794,028 765,085 799,483 4,301 6.7944 6.5000 03/01/2026 MBS
31375PNJ1 FNMA 30 YR CONVTL 340693 611,880 566,555 616,084 3,314 7.1169 6.5000 03/01/2026 MBS
31375PNQ5 FNMA 30 YR CONVTL 340699 374,264 346,546 376,835 2,027 7.1175 6.5000 02/01/2026 MBS
31375PNS1 FNMA 30 YR CONVTL 340701 428,063 396,360 431,004 2,319 7.1175 6.5000 02/01/2026 MBS
31375QY57 FNMA 30 YR CONVTL 341932 430,779 398,864 433,738 2,333 7.1164 6.5000 04/01/2026 MBS
31375Q6J8 FNMA 30 YR CONVTL 342073 206,022 198,513 207,437 1,116 6.7944 6.5000 03/01/2026 MBS
31375Q6J8 FNMA 30 YR CONVTL 342073 558,448 538,092 562,285 3,025 6.7944 6.5000 03/01/2026 MBS
31375Q6J8 FNMA 30 YR CONVTL 342073 206,022 198,513 207,437 1,116 6.7944 6.5000 03/01/2026 MBS
31375Q6J8 FNMA 30 YR CONVTL 342073 558,448 538,092 562,285 3,025 6.7944 6.5000 03/01/2026 MBS
</TABLE>
Page 38 of 141
<PAGE> 195
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31375Q6J8 FNMA 30 YR CONVTL 342073 206,022 198,513 207,437 1,116 6.7944 6.5000 03/01/2026 MBS
31375Q6J8 FNMA 30 YR CONVTL 342073 558,448 538,092 562,285 3,025 6.7944 6.5000 03/01/2026 MBS
31375RH62 FNMA 30 YR CONVTL 342353 117,279 108,590 118,085 635 7.1164 6.5000 04/01/2026 MBS
31375RH62 FNMA 30 YR CONVTL 342353 327,897 303,604 330,150 1,776 7.1164 6.5000 04/01/2026 MBS
31375RH62 FNMA 30 YR CONVTL 342353 21,525 19,930 21,673 117 7.1164 6.5000 04/01/2026 MBS
31375RH62 FNMA 30 YR CONVTL 342353 419,049 388,003 421,928 2,270 7.1164 6.5000 04/01/2026 MBS
31375RH62 FNMA 30 YR CONVTL 342353 373,046 345,408 375,609 2,021 7.1164 6.5000 04/01/2026 MBS
31375RH62 FNMA 30 YR CONVTL 342353 392,821 363,717 395,520 2,128 7.1164 6.5000 04/01/2026 MBS
31375RH62 FNMA 30 YR CONVTL 342353 827,100 765,822 832,782 4,480 7.1164 6.5000 04/01/2026 MBS
31375RH62 FNMA 30 YR CONVTL 342353 41,175 38,125 41,458 223 7.1164 6.5000 04/01/2026 MBS
31375RH62 FNMA 30 YR CONVTL 342353 413,991 383,320 416,835 2,242 7.1164 6.5000 04/01/2026 MBS
31375RH62 FNMA 30 YR CONVTL 342353 120,228 111,321 121,054 651 7.1164 6.5000 04/01/2026 MBS
31375RH62 FNMA 30 YR CONVTL 342353 303,357 280,882 305,441 1,643 7.1164 6.5000 04/01/2026 MBS
31375RH62 FNMA 30 YR CONVTL 342353 613,324 567,884 617,538 3,322 7.1164 6.5000 04/01/2026 MBS
31375RH62 FNMA 30 YR CONVTL 342353 670,316 620,654 674,921 3,631 7.1164 6.5000 04/01/2026 MBS
31375RH70 FNMA 30 YR CONVTL 342354 225,271 217,059 226,819 1,220 6.7941 6.5000 04/01/2026 MBS
31375RH70 FNMA 30 YR CONVTL 342354 610,624 588,363 614,819 3,308 6.7941 6.5000 04/01/2026 MBS
31375RH70 FNMA 30 YR CONVTL 342354 225,271 217,059 226,819 1,220 6.7941 6.5000 04/01/2026 MBS
31375RH70 FNMA 30 YR CONVTL 342354 610,624 588,363 614,819 3,308 6.7941 6.5000 04/01/2026 MBS
31375RH70 FNMA 30 YR CONVTL 342354 225,271 217,059 226,819 1,220 6.7941 6.5000 04/01/2026 MBS
31375RH70 FNMA 30 YR CONVTL 342354 610,624 588,363 614,819 3,308 6.7941 6.5000 04/01/2026 MBS
31375SCL2 FNMA 30 YR CONVTL 343075 385,074 356,545 387,719 2,086 7.1164 6.5000 04/01/2026 MBS
31375SCU2 FNMA 30 YR CONVTL 343083 212,007 204,278 213,463 1,148 6.7941 6.5000 04/01/2026 MBS
31375SCU2 FNMA 30 YR CONVTL 343083 574,671 553,722 578,619 3,113 6.7941 6.5000 04/01/2026 MBS
31375SCU2 FNMA 30 YR CONVTL 343083 212,007 204,278 213,463 1,148 6.7941 6.5000 04/01/2026 MBS
31375SCU2 FNMA 30 YR CONVTL 343083 574,671 553,722 578,619 3,113 6.7941 6.5000 04/01/2026 MBS
31375SVH0 FNMA 30 YR CONVTL 343616 821,181 760,341 826,823 4,448 7.1164 6.5000 04/01/2026 MBS
31375SVH0 FNMA 30 YR CONVTL 343616 179,785 166,465 181,020 974 7.1164 6.5000 04/01/2026 MBS
31375S3R9 FNMA 30 YR CONVTL 343808 791,675 733,021 797,114 4,288 7.1164 6.5000 04/01/2026 MBS
31375TGX0 FNMA 30 YR CONVTL 344114 354,644 328,370 357,080 1,921 7.1164 6.5000 04/01/2026 MBS
31375TSE9 FNMA 30 YR CONVTL 344417 81,933 83,104 84,185 512 7.3784 7.5000 06/01/2026 MBS
31375TSE9 FNMA 30 YR CONVTL 344417 196,571 199,379 201,975 1,229 7.3784 7.5000 06/01/2026 MBS
31375U3X1 FNMA 30 YR CONVTL 345614 207,983 192,572 209,412 1,127 7.1158 6.5000 05/01/2026 MBS
31375U3X1 FNMA 30 YR CONVTL 345614 158,854 147,083 159,945 860 7.1158 6.5000 05/01/2026 MBS
31375U3X1 FNMA 30 YR CONVTL 345614 246,952 228,653 248,649 1,338 7.1158 6.5000 05/01/2026 MBS
31375U3X1 FNMA 30 YR CONVTL 345614 238,919 230,208 240,560 1,294 6.7938 6.5000 05/01/2026 MBS
31375U3X1 FNMA 30 YR CONVTL 345614 647,620 624,007 652,069 3,508 6.7938 6.5000 05/01/2026 MBS
31375U3X1 FNMA 30 YR CONVTL 345614 238,919 230,208 240,560 1,294 6.7938 6.5000 05/01/2026 MBS
31375U3X1 FNMA 30 YR CONVTL 345614 647,620 624,007 652,069 3,508 6.7938 6.5000 05/01/2026 MBS
31375U3X1 FNMA 30 YR CONVTL 345614 238,919 230,208 240,560 1,294 6.7938 6.5000 05/01/2026 MBS
31375U3X1 FNMA 30 YR CONVTL 345614 647,620 624,007 652,069 3,508 6.7938 6.5000 05/01/2026 MBS
31375VLQ4 FNMA 30 YR CONVTL 346035 180,441 167,070 181,681 977 7.1158 6.5000 05/01/2026 MBS
31375WV73 FNMA 30 YR CONVTL 347238 403,165 373,285 405,935 2,184 7.1153 6.5000 06/01/2026 MBS
31375W5N7 FNMA 30 YR CONVTL 347453 773,086 715,779 778,637 4,188 7.1148 6.5000 07/01/2026 MBS
31376AXZ6 FNMA 30 YR CONVTL 349996 28,158 26,071 28,351 153 7.1148 6.5000 07/01/2026 MBS
31376AXZ6 FNMA 30 YR CONVTL 349996 959,152 888,052 965,741 5,195 7.1148 6.5000 07/01/2026 MBS
31376WPE4 FNMA 30 YR CONVTL 367721 508,649 490,083 512,143 2,755 6.7920 6.5000 12/01/2026 MBS
31376WPE4 FNMA 30 YR CONVTL 367721 574,690 553,714 578,638 3,113 6.7920 6.5000 12/01/2026 MBS
31376WPE4 FNMA 30 YR CONVTL 367721 547,530 527,545 551,292 2,966 6.7920 6.5000 12/01/2026 MBS
31376WPE4 FNMA 30 YR CONVTL 367721 192,469 185,444 193,791 1,043 6.7920 6.5000 12/01/2026 MBS
31376WPE4 FNMA 30 YR CONVTL 367721 621,469 598,785 625,738 3,366 6.7920 6.5000 12/01/2026 MBS
31376WPE4 FNMA 30 YR CONVTL 367721 828,377 798,140 834,068 4,487 6.7920 6.5000 12/01/2026 MBS
31376WPE4 FNMA 30 YR CONVTL 367721 828,377 798,140 834,068 4,487 6.7920 6.5000 12/01/2026 MBS
31376WPE4 FNMA 30 YR CONVTL 367721 828,377 798,140 834,068 4,487 6.7920 6.5000 12/01/2026 MBS
31376WPE4 FNMA 30 YR CONVTL 367721 828,377 798,140 834,068 4,487 6.7920 6.5000 12/01/2026 MBS
31376WPE4 FNMA 30 YR CONVTL 367721 828,377 798,140 834,068 4,487 6.7920 6.5000 12/01/2026 MBS
31377K4S1 FNMA 30 YR CONVTL 379833 327,963 337,442 336,877 2,050 7.2603 7.5000 10/01/2027 MBS
31377ZYE6 FNMA 30 YR CONVTL 392309 238,104 241,507 244,576 1,488 7.3797 7.5000 06/01/2027 MBS
31378CPF3 FNMA 7 YR B ALLOON 394722 282,891 285,333 285,545 1,650 6.8115 7.0000 07/01/2004 MBS
31378CPF3 FNMA 7 YR B ALLOON 394722 40,717 41,069 41,099 238 6.8115 7.0000 07/01/2004 MBS
31378CX98 FNMA 7 YR B ALLOON 395004 238,702 240,769 240,941 1,392 6.8132 7.0000 08/01/2004 MBS
</TABLE>
Page 39 of 141
<PAGE> 196
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31378CX98 FNMA 7 YR B ALLOON 395004 354,405 357,474 357,729 2,067 6.8132 7.0000 08/01/2004 MBS
31378DP53 FNMA 30 YR CONVTL 395644 853,834 866,039 877,306 5,336 7.3799 7.5000 08/01/2027 MBS
31378DP53 FNMA 30 YR CONVTL 395644 480,274 487,139 493,477 3,002 7.3799 7.5000 08/01/2027 MBS
31378DP53 FNMA 30 YR CONVTL 395644 899,760 912,620 924,494 5,624 7.3799 7.5000 08/01/2027 MBS
31378DP53 FNMA 30 YR CONVTL 395644 899,760 912,620 924,494 5,624 7.3799 7.5000 08/01/2027 MBS
31378DP53 FNMA 30 YR CONVTL 395644 899,760 912,620 924,494 5,624 7.3799 7.5000 08/01/2027 MBS
31378DP53 FNMA 30 YR CONVTL 395644 899,760 912,620 924,494 5,624 7.3799 7.5000 08/01/2027 MBS
31378DP53 FNMA 30 YR CONVTL 395644 899,760 912,620 924,494 5,624 7.3799 7.5000 08/01/2027 MBS
31378DP53 FNMA 30 YR CONVTL 395644 899,760 912,620 924,494 5,624 7.3799 7.5000 08/01/2027 MBS
31378DP53 FNMA 30 YR CONVTL 395644 482,051 488,941 495,303 3,013 7.3799 7.5000 08/01/2027 MBS
31378DST8 FNMA 30 YR CONVTL 395730 599,426 612,415 615,718 3,746 7.3191 7.5000 09/01/2027 MBS
31378DT26 FNMA 30 YR CONVTL 395769 25,493 25,858 26,186 159 7.3801 7.5000 10/01/2027 MBS
31378DT26 FNMA 30 YR CONVTL 395769 308,320 312,727 316,700 1,927 7.3801 7.5000 10/01/2027 MBS
31378FS48 FNMA 7 YR B ALLOON 397539 75,498 76,152 76,206 440 6.8132 7.0000 08/01/2004 MBS
31378FS48 FNMA 7 YR B ALLOON 397539 473,086 477,183 477,524 2,760 6.8132 7.0000 08/01/2004 MBS
31378FS48 FNMA 7 YR B ALLOON 397539 569,461 574,392 574,803 3,322 6.8132 7.0000 08/01/2004 MBS
31378FS48 FNMA 7 YR B ALLOON 397539 104,302 105,205 105,280 608 6.8132 7.0000 08/01/2004 MBS
31378GCK7 FNMA 30 YR CONVTL 397974 662,931 668,255 680,949 4,143 7.4323 7.5000 10/01/2027 MBS
31378GPU1 FNMA 30 YR CONVTL 398335 948,641 947,460 954,864 5,138 6.5095 6.5000 04/01/2028 MBS
31378G2Y8 FNMA 30 YR CONVTL 398691 181,313 183,905 186,241 1,133 7.3799 7.5000 08/01/2027 MBS
31378HG54 FNMA 30 YR CONVTL 399020 441,353 445,034 453,349 2,758 7.4296 7.5000 09/01/2027 MBS
31378H7B1 FNMA 30 YR CONVTL 399690 624,980 630,193 641,967 3,906 7.4296 7.5000 09/01/2027 MBS
31378H7B1 FNMA 30 YR CONVTL 399690 268,195 270,432 275,485 1,676 7.4296 7.5000 09/01/2027 MBS
31378H7B1 FNMA 30 YR CONVTL 399690 474,265 478,221 487,156 2,964 7.4296 7.5000 09/01/2027 MBS
31378LCQ3 FNMA 30 YR CONVTL 401579 323,443 332,792 332,234 2,022 7.2607 7.5000 12/01/2027 MBS
31378LZQ8 FNMA 30 YR CONVTL 402251 956,248 920,647 943,692 4,781 6.2795 6.0000 12/01/2027 MBS
31378LZQ8 FNMA 30 YR CONVTL 402251 331,404 319,066 327,053 1,657 6.2795 6.0000 12/01/2027 MBS
31378PYY3 FNMA 30 YR CONVTL 404927 227,249 230,498 233,426 1,420 7.3802 7.5000 12/01/2027 MBS
31378PYY3 FNMA 30 YR CONVTL 404927 15,910 16,138 16,342 99 7.3802 7.5000 12/01/2027 MBS
31378RW39 FNMA 30 YR CONVTL 406666 276,232 274,518 278,044 1,496 6.5477 6.5000 05/01/2028 MBS
31378RW39 FNMA 30 YR CONVTL 406666 762,335 757,604 767,336 4,129 6.5477 6.5000 05/01/2028 MBS
31378SAH0 FNMA 30 YR CONVTL 406908 310,897 315,342 319,347 1,943 7.3806 7.5000 04/01/2028 MBS
31378SAU1 FNMA 30 YR CONVTL 406919 695,087 690,773 699,647 3,765 6.5477 6.5000 05/01/2028 MBS
31378SAU1 FNMA 30 YR CONVTL 406919 310,824 308,896 312,863 1,684 6.5477 6.5000 05/01/2028 MBS
31378SR33 FNMA 30 YR CONVTL 407406 917,923 903,878 905,871 4,590 6.1123 6.0000 05/01/2028 MBS
31378TQG3 FNMA 30 YR CONVTL 408255 54,881 54,042 54,160 274 6.1125 6.0000 03/01/2028 MBS
31378TQG3 FNMA 30 YR CONVTL 408255 88,233 86,883 87,075 441 6.1125 6.0000 03/01/2028 MBS
31378TQG3 FNMA 30 YR CONVTL 408255 56,961 56,090 56,213 285 6.1125 6.0000 03/01/2028 MBS
31378TQG3 FNMA 30 YR CONVTL 408255 42,972 42,315 42,408 215 6.1125 6.0000 03/01/2028 MBS
31378TQG3 FNMA 30 YR CONVTL 408255 39,571 38,966 39,051 198 6.1125 6.0000 03/01/2028 MBS
31378TQG3 FNMA 30 YR CONVTL 408255 703,055 692,297 693,824 3,515 6.1125 6.0000 03/01/2028 MBS
31378TQG3 FNMA 30 YR CONVTL 408255 274,774 270,570 271,166 1,374 6.1125 6.0000 03/01/2028 MBS
31378UDJ8 FNMA 30 YR CONVTL 408805 234,649 238,003 241,027 1,467 7.3803 7.5000 01/01/2028 MBS
31378UVA7 FNMA 30 YR CONVTL 409309 380,260 385,697 385,101 2,377 7.3808 7.5000 06/01/2028 MBS
31378XCY0 FNMA 15 YR CONVTL 411487 513,936 514,176 515,221 2,570 5.9951 6.0000 03/01/2013 MBS
31378XSK3 FNMA 30 YR CONVTL 411922 1,642,775 1,690,256 1,687,426 10,267 7.2608 7.5000 01/01/2028 MBS
31378X3A2 FNMA 30 YR CONVTL 412193 272,405 276,300 279,809 1,703 7.3804 7.5000 02/01/2028 MBS
31378YM76 FNMA 30 YR CONVTL 412682 87,837 86,493 86,684 439 6.1125 6.0000 03/01/2028 MBS
31378YM76 FNMA 30 YR CONVTL 412682 990,000 974,852 977,001 4,950 6.1125 6.0000 03/01/2028 MBS
31378YM76 FNMA 30 YR CONVTL 412682 301,255 296,646 297,300 1,506 6.1125 6.0000 03/01/2028 MBS
31378YM76 FNMA 30 YR CONVTL 412682 281,152 276,851 277,460 1,406 6.1125 6.0000 03/01/2028 MBS
31379ASB2 FNMA 30 YR CONVTL 413714 969,799 997,833 996,158 6,061 7.2616 7.5000 05/01/2028 MBS
31379A6V2 FNMA 15 YR CONVTL 414084 23,779 24,104 24,113 129 6.3528 6.5000 01/01/2013 MBS
31379CY62 FNMA 30 YR CONVTL 415733 688,744 678,206 679,701 3,444 6.1124 6.0000 04/01/2028 MBS
31379CY62 FNMA 30 YR CONVTL 415733 708,847 698,001 699,540 3,544 6.1124 6.0000 04/01/2028 MBS
31379CZ79 FNMA 30 YR CONVTL 415766 990,000 974,852 977,001 4,950 6.1123 6.0000 05/01/2028 MBS
31379CZ79 FNMA 30 YR CONVTL 415766 286,945 282,555 283,177 1,435 6.1123 6.0000 05/01/2028 MBS
31379DYB9 FNMA 30 YR CONVTL 416606 311,438 313,577 313,481 1,687 6.4481 6.5000 11/01/2028 MBS
31379EAW7 FNMA 30 YR CONVTL 416821 136,239 135,858 137,133 738 6.5215 6.5000 02/01/2028 MBS
31379ECD7 FNMA 15 YR CONVTL 416868 497,838 498,071 499,083 2,489 5.9952 6.0000 07/01/2013 MBS
31379E5M5 FNMA 30 YR CONVTL 417652 22,391 22,712 23,007 140 7.3798 7.5000 07/01/2027 MBS
</TABLE>
Page 40 of 141
<PAGE> 197
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31379E5M5 FNMA 30 YR CONVTL 417652 342,353 347,247 351,764 2,140 7.3798 7.5000 07/01/2027 MBS
31379FLW2 FNMA 30 YR CONVTL 418041 623,001 622,224 627,088 3,375 6.5096 6.5000 04/01/2028 MBS
31379FLW2 FNMA 30 YR CONVTL 418041 856,353 855,285 861,971 4,639 6.5096 6.5000 04/01/2028 MBS
31379F5J9 FNMA 30 YR CONVTL 418549 715,226 704,283 705,835 3,576 6.1123 6.0000 05/01/2028 MBS
31379F5J9 FNMA 30 YR CONVTL 418549 563,727 555,102 556,325 2,819 6.1123 6.0000 05/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 277,219 279,123 279,038 1,502 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 620,300 624,559 624,369 3,360 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 277,219 279,123 279,038 1,502 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 620,300 624,559 624,369 3,360 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 277,219 279,123 279,038 1,502 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 620,300 624,559 624,369 3,360 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 277,219 279,123 279,038 1,502 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 620,300 624,559 624,369 3,360 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 277,219 279,123 279,038 1,502 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 620,300 624,559 624,369 3,360 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 448,760 451,841 451,704 2,431 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 150,011 151,042 150,995 813 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 275,325 277,216 277,131 1,491 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 299,022 301,075 300,984 1,620 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 234,052 235,660 235,587 1,268 6.4477 6.5000 03/01/2028 MBS
31379GTZ5 FNMA 30 YR CONVTL 419168 126,929 127,801 127,762 688 6.4477 6.5000 03/01/2028 MBS
31379GWT5 FNMA 15 YR CONVTL 419258 254,792 254,911 255,429 1,274 5.9951 6.0000 04/01/2013 MBS
31379HRN2 FNMA 30 YR CONVTL 419993 191,265 190,078 192,520 1,036 6.5477 6.5000 05/01/2028 MBS
31379HRN2 FNMA 30 YR CONVTL 419993 841,653 836,430 847,174 4,559 6.5477 6.5000 05/01/2028 MBS
31379JGV2 FNMA 30 YR CONVTL 420612 16,871,140 17,085,466 17,213,793 98,415 6.8932 7.0000 12/01/2023 MBS
31379JG34 FNMA 30 YR CONVTL 420618 13,441,941 13,829,413 13,833,370 84,012 7.2460 7.5000 12/01/2022 MBS
31379JHA7 FNMA 30 YR CONVTL 420625 15,826,866 16,411,212 16,420,373 105,512 7.6715 8.0000 12/01/2024 MBS
31379JHB5 FNMA 30 YR CONVTL 420626 11,547,401 11,973,921 11,962,299 76,983 7.6805 8.0000 08/01/2027 MBS
31379KSR5 FNMA 30 YR CONVTL 421828 953,468 981,029 979,383 5,959 7.2614 7.5000 04/01/2028 MBS
31379K3L5 FNMA 15 YR CONVTL 422103 390,073 390,255 391,048 1,950 5.9951 6.0000 05/01/2013 MBS
31379LV99 FNMA 15 YR CONVTL 422840 337,626 336,662 342,373 1,829 6.5309 6.5000 04/01/2013 MBS
31379LV99 FNMA 15 YR CONVTL 422840 531,300 529,782 538,770 2,878 6.5309 6.5000 04/01/2013 MBS
31379MCZ0 FNMA 15 YR CONVTL 423188 134,444 134,507 134,780 672 5.9952 6.0000 06/01/2013 MBS
31379MD89 FNMA 30 YR CONVTL 423227 950,429 935,886 937,950 4,752 6.1121 6.0000 07/01/2028 MBS
31379MFL8 FNMA 15 YR CONVTL 423271 356,708 363,656 364,288 2,081 6.7842 7.0000 01/01/2013 MBS
31379MFR5 FNMA 30 YR CONVTL 423276 3,297,342 3,392,645 3,387,986 20,608 7.2608 7.5000 01/01/2028 MBS
31379NGW1 FNMA 30 YR CONVTL 424213 459,888 457,034 462,905 2,491 6.5477 6.5000 05/01/2028 MBS
31379NGW1 FNMA 30 YR CONVTL 424213 431,970 429,289 434,804 2,340 6.5477 6.5000 05/01/2028 MBS
31379NGW1 FNMA 30 YR CONVTL 424213 298,070 296,221 300,025 1,615 6.5477 6.5000 05/01/2028 MBS
31379NGW1 FNMA 30 YR CONVTL 424213 391,160 388,733 393,726 2,119 6.5477 6.5000 05/01/2028 MBS
31379NGW1 FNMA 30 YR CONVTL 424213 198,782 197,549 200,086 1,077 6.5477 6.5000 05/01/2028 MBS
31379NGW1 FNMA 30 YR CONVTL 424213 294,781 292,952 296,715 1,597 6.5477 6.5000 05/01/2028 MBS
31379NGW1 FNMA 30 YR CONVTL 424213 423,328 420,701 426,105 2,293 6.5477 6.5000 05/01/2028 MBS
31379NKU0 FNMA 15 YR CONVTL 424307 711,908 709,874 721,917 3,856 6.5305 6.5000 07/01/2013 MBS
31379NKU0 FNMA 15 YR CONVTL 424307 916,706 914,087 929,595 4,965 6.5305 6.5000 07/01/2013 MBS
31379NKU0 FNMA 15 YR CONVTL 424307 916,706 914,087 929,595 4,965 6.5305 6.5000 07/01/2013 MBS
31379NKU0 FNMA 15 YR CONVTL 424307 916,706 914,087 929,595 4,965 6.5305 6.5000 07/01/2013 MBS
31379NKU0 FNMA 15 YR CONVTL 424307 916,706 914,087 929,595 4,965 6.5305 6.5000 07/01/2013 MBS
31379PZP0 FNMA 30 YR CONVTL 425650 893,263 887,720 899,123 4,839 6.5477 6.5000 05/01/2028 MBS
31379PZ21 FNMA 30 YR CONVTL 425661 364,045 361,786 366,433 1,972 6.5477 6.5000 05/01/2028 MBS
31379PZ21 FNMA 30 YR CONVTL 425661 662,976 658,861 667,325 3,591 6.5477 6.5000 05/01/2028 MBS
31379QA91 FNMA 30 YR CONVTL 425832 1,862,695 1,916,538 1,913,323 11,642 7.2614 7.5000 04/01/2028 MBS
31379QG20 FNMA 30 YR CONVTL 426017 1,381,946 1,421,894 1,419,507 8,637 7.2616 7.5000 05/01/2028 MBS
31379QQ45 FNMA 30 YR CONVTL 426275 693,431 691,489 697,980 3,756 6.5214 6.5000 08/01/2028 MBS
31379Q2S8 FNMA 30 YR CONVTL 426585 88,869 90,726 90,646 518 6.8351 7.0000 07/01/2028 MBS
31379Q2S8 FNMA 30 YR CONVTL 426585 83,319 82,199 84,985 486 7.1091 7.0000 07/01/2028 MBS
31379Q2S8 FNMA 30 YR CONVTL 426585 83,626 82,502 85,299 488 7.1091 7.0000 07/01/2028 MBS
31379Q2S8 FNMA 30 YR CONVTL 426585 79,243 78,178 80,828 462 7.1091 7.0000 07/01/2028 MBS
31379Q2S8 FNMA 30 YR CONVTL 426585 79,476 78,408 81,066 464 7.1091 7.0000 07/01/2028 MBS
31379Q2S8 FNMA 30 YR CONVTL 426585 75,888 74,868 77,406 443 7.1091 7.0000 07/01/2028 MBS
31379Q2S8 FNMA 30 YR CONVTL 426585 76,072 75,050 77,593 444 7.1091 7.0000 07/01/2028 MBS
</TABLE>
Page 41 of 141
<PAGE> 198
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31379Q2S8 FNMA 30 YR CONVTL 426585 73,054 72,072 74,515 426 7.1091 7.0000 07/01/2028 MBS
31379Q2S8 FNMA 30 YR CONVTL 426585 70,303 69,359 71,709 410 7.1091 7.0000 07/01/2028 MBS
31379RVB1 FNMA 30 YR CONVTL 427310 493,088 491,707 496,323 2,671 6.5214 6.5000 08/01/2028 MBS
31379SA71 FNMA 30 YR CONVTL 427630 315,389 319,899 323,961 1,971 7.3808 7.5000 06/01/2028 MBS
31379SDA1 FNMA 30 YR CONVTL 427697 450,760 447,962 453,717 2,442 6.5477 6.5000 05/01/2028 MBS
31379SHH2 FNMA 30 YR CONVTL 427832 34,083 33,562 33,635 170 6.1123 6.0000 05/01/2028 MBS
31379SQF6 FNMA 30 YR CONVTL 428054 1,117,409 1,149,711 1,147,780 6,984 7.2616 7.5000 05/01/2028 MBS
31379SYE0 FNMA 30 YR CONVTL 428309 79,785 79,562 80,308 432 6.5215 6.5000 05/01/2028 MBS
31379TJX3 FNMA 15 YR CONVTL 428778 459,460 465,728 465,920 2,489 6.3573 6.5000 10/01/2013 MBS
31379TJX3 FNMA 15 YR CONVTL 428778 533,313 540,587 540,811 2,889 6.3573 6.5000 10/01/2013 MBS
31379TKG8 FNMA 30 YR CONVTL 428795 1,101,956 1,133,811 1,131,907 6,887 7.2616 7.5000 05/01/2028 MBS
31379T4F8 FNMA 30 YR CONVTL 429322 160,051 157,899 163,252 934 7.1093 7.0000 05/01/2028 MBS
31379T4F8 FNMA 30 YR CONVTL 429322 490,723 484,125 500,537 2,863 7.1093 7.0000 05/01/2028 MBS
31379UDY4 FNMA 30 YR CONVTL 429519 981,128 975,039 987,564 5,314 6.5477 6.5000 05/01/2028 MBS
31379UY47 FNMA 30 YR CONVTL 430131 786,685 776,107 802,419 4,589 7.1091 7.0000 07/01/2028 MBS
31379UY47 FNMA 30 YR CONVTL 430131 464,214 457,973 473,498 2,708 7.1091 7.0000 07/01/2028 MBS
31379UY47 FNMA 30 YR CONVTL 430131 328,040 323,630 334,601 1,914 7.1091 7.0000 07/01/2028 MBS
31379U4H1 FNMA 15 YR CONVTL 430224 254,249 253,523 257,824 1,377 6.5305 6.5000 07/01/2013 MBS
31379VU31 FNMA 30 YR CONVTL 430902 508,922 512,416 512,261 2,757 6.4481 6.5000 10/01/2028 MBS
31379WKY2 FNMA 30 YR CONVTL 431511 979,008 972,932 985,430 5,303 6.5475 6.5000 08/01/2028 MBS
31379WKY2 FNMA 30 YR CONVTL 431511 979,008 972,932 985,430 5,303 6.5475 6.5000 08/01/2028 MBS
31379WKY2 FNMA 30 YR CONVTL 431511 979,008 972,932 985,430 5,303 6.5475 6.5000 08/01/2028 MBS
31379WKY2 FNMA 30 YR CONVTL 431511 979,008 972,932 985,430 5,303 6.5475 6.5000 08/01/2028 MBS
31379WKY2 FNMA 30 YR CONVTL 431511 979,008 972,932 985,430 5,303 6.5475 6.5000 08/01/2028 MBS
31379WMM6 FNMA 30 YR CONVTL 431564 853,669 842,190 870,742 4,980 7.1091 7.0000 07/01/2028 MBS
31379WMM6 FNMA 30 YR CONVTL 431564 503,452 496,683 513,521 2,937 7.1091 7.0000 07/01/2028 MBS
31379WMM6 FNMA 30 YR CONVTL 431564 264,326 260,772 269,613 1,542 7.1091 7.0000 07/01/2028 MBS
31379WMX2 FNMA 15 YR CONVTL 431574 332,159 331,210 336,829 1,799 6.5305 6.5000 07/01/2013 MBS
31379WMX2 FNMA 15 YR CONVTL 431574 974,340 971,555 988,039 5,278 6.5305 6.5000 07/01/2013 MBS
31379WMX2 FNMA 15 YR CONVTL 431574 974,340 971,555 988,039 5,278 6.5305 6.5000 07/01/2013 MBS
31379WMX2 FNMA 15 YR CONVTL 431574 974,340 971,555 988,039 5,278 6.5305 6.5000 07/01/2013 MBS
31379WMX2 FNMA 15 YR CONVTL 431574 974,340 971,555 988,039 5,278 6.5305 6.5000 07/01/2013 MBS
31379WMX2 FNMA 15 YR CONVTL 431574 974,340 971,555 988,039 5,278 6.5305 6.5000 07/01/2013 MBS
31379WMX2 FNMA 15 YR CONVTL 431574 986,198 983,380 1,000,064 5,342 6.5305 6.5000 07/01/2013 MBS
31379WMX2 FNMA 15 YR CONVTL 431574 974,340 971,555 988,039 5,278 6.5305 6.5000 07/01/2013 MBS
31379WMX2 FNMA 15 YR CONVTL 431574 974,340 971,555 988,039 5,278 6.5305 6.5000 07/01/2013 MBS
31379WMX2 FNMA 15 YR CONVTL 431574 962,481 959,731 976,013 5,213 6.5305 6.5000 07/01/2013 MBS
31379WMX2 FNMA 15 YR CONVTL 431574 974,340 971,555 988,039 5,278 6.5305 6.5000 07/01/2013 MBS
31379WMX2 FNMA 15 YR CONVTL 431574 974,340 971,555 988,039 5,278 6.5305 6.5000 07/01/2013 MBS
31379WMX2 FNMA 15 YR CONVTL 431574 974,340 971,555 988,039 5,278 6.5305 6.5000 07/01/2013 MBS
31379WUZ8 FNMA 30 YR CONVTL 431800 59,676 60,529 61,316 373 7.3807 7.5000 05/01/2028 MBS
31379WV79 FNMA 30 YR CONVTL 431838 336,930 341,747 346,088 2,106 7.3807 7.5000 05/01/2028 MBS
31379WWM5 FNMA 15 YR CONVTL 431852 810,540 808,224 821,936 4,390 6.5306 6.5000 06/01/2013 MBS
31379XMX0 FNMA 30 YR CONVTL 432474 655,495 646,681 668,605 3,824 7.1092 7.0000 06/01/2028 MBS
31379XMX0 FNMA 30 YR CONVTL 432474 508,084 501,253 518,246 2,964 7.1092 7.0000 06/01/2028 MBS
31379XMX0 FNMA 30 YR CONVTL 432474 517,280 510,326 527,626 3,017 7.1092 7.0000 06/01/2028 MBS
31379XZC2 FNMA 15 YR CONVTL 432839 246,691 245,987 250,159 1,336 6.5305 6.5000 07/01/2013 MBS
31379YAE3 FNMA 30 YR CONVTL 433005 667,111 676,650 685,243 4,169 7.3809 7.5000 07/01/2028 MBS
31379YAE3 FNMA 30 YR CONVTL 433005 667,111 676,650 685,243 4,169 7.3809 7.5000 07/01/2028 MBS
31379YAE3 FNMA 30 YR CONVTL 433005 667,111 676,650 685,243 4,169 7.3809 7.5000 07/01/2028 MBS
31379YAE3 FNMA 30 YR CONVTL 433005 667,111 676,650 685,243 4,169 7.3809 7.5000 07/01/2028 MBS
31379YEC3 FNMA 15 YR CONVTL 433131 460,919 459,602 467,400 2,497 6.5304 6.5000 08/01/2013 MBS
31379YEC3 FNMA 15 YR CONVTL 433131 209,834 209,235 212,784 1,137 6.5304 6.5000 08/01/2013 MBS
31379YEC3 FNMA 15 YR CONVTL 433131 115,261 114,932 116,882 624 6.5304 6.5000 08/01/2013 MBS
31379YEC3 FNMA 15 YR CONVTL 433131 115,787 115,457 117,415 627 6.5304 6.5000 08/01/2013 MBS
31379YEK5 FNMA 15 YR CONVTL 433138 703,443 699,534 705,202 3,517 6.0573 6.0000 09/01/2013 MBS
31379YEU3 FNMA 15 YR CONVTL 433147 37,359 37,377 37,452 187 5.9952 6.0000 10/01/2013 MBS
31379YEU3 FNMA 15 YR CONVTL 433147 477,267 477,490 478,460 2,386 5.9952 6.0000 10/01/2013 MBS
31379YJ95 FNMA 15 YR CONVTL 433288 565,395 573,104 573,344 3,063 6.3553 6.5000 06/01/2013 MBS
31379YUR2 FNMA 30 YR CONVTL 433592 311,665 313,805 313,710 1,688 6.4480 6.5000 09/01/2028 MBS
31379YUR2 FNMA 30 YR CONVTL 433592 697,373 702,161 701,948 3,777 6.4480 6.5000 09/01/2028 MBS
</TABLE>
Page 42 of 141
<PAGE> 199
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31379YUR2 FNMA 30 YR CONVTL 433592 311,665 313,805 313,710 1,688 6.4480 6.5000 09/01/2028 MBS
31379YUR2 FNMA 30 YR CONVTL 433592 697,373 702,161 701,948 3,777 6.4480 6.5000 09/01/2028 MBS
31379YUR2 FNMA 30 YR CONVTL 433592 311,665 313,805 313,710 1,688 6.4480 6.5000 09/01/2028 MBS
31379YUR2 FNMA 30 YR CONVTL 433592 697,373 702,161 701,948 3,777 6.4480 6.5000 09/01/2028 MBS
31379YUR2 FNMA 30 YR CONVTL 433592 311,665 313,805 313,710 1,688 6.4480 6.5000 09/01/2028 MBS
31379YUR2 FNMA 30 YR CONVTL 433592 697,373 702,161 701,948 3,777 6.4480 6.5000 09/01/2028 MBS
31379YUR2 FNMA 30 YR CONVTL 433592 311,665 313,805 313,710 1,688 6.4480 6.5000 09/01/2028 MBS
31379YUR2 FNMA 30 YR CONVTL 433592 554,673 558,481 558,312 3,004 6.4480 6.5000 09/01/2028 MBS
31379YUR2 FNMA 30 YR CONVTL 433592 454,365 457,485 457,346 2,461 6.4480 6.5000 09/01/2028 MBS
31379YUR2 FNMA 30 YR CONVTL 433592 334,048 336,341 336,239 1,809 6.4480 6.5000 09/01/2028 MBS
31379YUU5 FNMA 30 YR CONVTL 433595 933,038 918,761 920,787 4,665 6.1119 6.0000 09/01/2028 MBS
31379YVC4 FNMA 30 YR CONVTL 433611 896,161 882,448 884,394 4,481 6.1117 6.0000 10/01/2028 MBS
31379YVD2 FNMA 30 YR CONVTL 433612 532,313 531,650 535,805 2,883 6.5095 6.5000 10/01/2028 MBS
31379YVD2 FNMA 30 YR CONVTL 433612 407,086 406,579 409,756 2,205 6.5095 6.5000 10/01/2028 MBS
31379Y5B5 FNMA 30 YR CONVTL 433842 230,111 229,467 231,621 1,246 6.5214 6.5000 08/01/2028 MBS
31380ALM2 FNMA 30 YR CONVTL 434232 598,920 598,173 602,849 3,244 6.5095 6.5000 08/01/2028 MBS
31380ALM2 FNMA 30 YR CONVTL 434232 955,329 954,138 961,596 5,175 6.5095 6.5000 08/01/2028 MBS
31380ALM2 FNMA 30 YR CONVTL 434232 955,329 954,138 961,596 5,175 6.5095 6.5000 08/01/2028 MBS
31380ALM2 FNMA 30 YR CONVTL 434232 955,329 954,138 961,596 5,175 6.5095 6.5000 08/01/2028 MBS
31380ALM2 FNMA 30 YR CONVTL 434232 955,329 954,138 961,596 5,175 6.5095 6.5000 08/01/2028 MBS
31380ALM2 FNMA 30 YR CONVTL 434232 955,329 954,138 961,596 5,175 6.5095 6.5000 08/01/2028 MBS
31380ALM2 FNMA 30 YR CONVTL 434232 955,329 954,138 961,596 5,175 6.5095 6.5000 08/01/2028 MBS
31380ALM2 FNMA 30 YR CONVTL 434232 356,409 355,965 358,747 1,931 6.5095 6.5000 08/01/2028 MBS
31380AL34 FNMA 30 YR CONVTL 434246 829,412 828,379 834,853 4,493 6.5095 6.5000 08/01/2028 MBS
31380AL34 FNMA 30 YR CONVTL 434246 954,431 953,242 960,692 5,170 6.5095 6.5000 08/01/2028 MBS
31380AL34 FNMA 30 YR CONVTL 434246 954,431 953,242 960,692 5,170 6.5095 6.5000 08/01/2028 MBS
31380AL34 FNMA 30 YR CONVTL 434246 954,431 953,242 960,692 5,170 6.5095 6.5000 08/01/2028 MBS
31380AL34 FNMA 30 YR CONVTL 434246 954,431 953,242 960,692 5,170 6.5095 6.5000 08/01/2028 MBS
31380AL34 FNMA 30 YR CONVTL 434246 954,431 953,242 960,692 5,170 6.5095 6.5000 08/01/2028 MBS
31380AL34 FNMA 30 YR CONVTL 434246 954,431 953,242 960,692 5,170 6.5095 6.5000 08/01/2028 MBS
31380AL34 FNMA 30 YR CONVTL 434246 356,073 355,629 358,409 1,929 6.5095 6.5000 08/01/2028 MBS
31380BBA7 FNMA 30 YR CONVTL 434833 968,070 981,912 994,382 6,050 7.3809 7.5000 07/01/2028 MBS
31380BBA7 FNMA 30 YR CONVTL 434833 968,070 981,912 994,382 6,050 7.3809 7.5000 07/01/2028 MBS
31380BBA7 FNMA 30 YR CONVTL 434833 968,070 981,912 994,382 6,050 7.3809 7.5000 07/01/2028 MBS
31380BBA7 FNMA 30 YR CONVTL 434833 829,411 841,270 851,954 5,184 7.3809 7.5000 07/01/2028 MBS
31380BBA7 FNMA 30 YR CONVTL 434833 701,512 711,543 720,579 4,384 7.3809 7.5000 07/01/2028 MBS
31380BBA7 FNMA 30 YR CONVTL 434833 327,176 331,854 336,069 2,045 7.3809 7.5000 07/01/2028 MBS
31380BBC3 FNMA 30 YR CONVTL 434835 986,366 1,000,469 1,013,175 6,165 7.3809 7.5000 07/01/2028 MBS
31380BBC3 FNMA 30 YR CONVTL 434835 986,366 1,000,469 1,013,175 6,165 7.3809 7.5000 07/01/2028 MBS
31380BBC3 FNMA 30 YR CONVTL 434835 550,698 558,572 565,666 3,442 7.3809 7.5000 07/01/2028 MBS
31380BBC3 FNMA 30 YR CONVTL 434835 986,366 1,000,469 1,013,175 6,165 7.3809 7.5000 07/01/2028 MBS
31380BBC3 FNMA 30 YR CONVTL 434835 986,366 1,000,469 1,013,175 6,165 7.3809 7.5000 07/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 195,715 195,167 196,999 1,060 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 287,211 286,408 289,095 1,556 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 461,670 460,377 464,699 2,501 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 751,102 748,999 756,029 4,068 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 45,083 44,957 45,379 244 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 415,283 414,120 418,007 2,249 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
</TABLE>
Page 43 of 141
<PAGE> 200
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 968,789 966,077 975,144 5,248 6.5214 6.5000 06/01/2028 MBS
31380BJ43 FNMA 30 YR CONVTL 435083 484,395 483,039 487,573 2,624 6.5214 6.5000 06/01/2028 MBS
31380BL99 FNMA 30 YR CONVTL 435152 463,291 457,062 472,557 2,703 7.1091 7.0000 07/01/2028 MBS
31380BL99 FNMA 30 YR CONVTL 435152 463,289 457,060 472,555 2,703 7.1091 7.0000 07/01/2028 MBS
31380BL99 FNMA 30 YR CONVTL 435152 145,514 143,558 148,424 849 7.1091 7.0000 07/01/2028 MBS
31380BL99 FNMA 30 YR CONVTL 435152 473,117 466,756 482,579 2,760 7.1091 7.0000 07/01/2028 MBS
31380BSJ0 FNMA 30 YR CONVTL 435321 86,800 88,614 88,536 506 6.8350 7.0000 06/01/2028 MBS
31380BSJ0 FNMA 30 YR CONVTL 435321 87,154 85,982 88,897 508 7.1092 7.0000 06/01/2028 MBS
31380BSJ0 FNMA 30 YR CONVTL 435321 82,060 80,957 83,701 479 7.1092 7.0000 06/01/2028 MBS
31380BSJ0 FNMA 30 YR CONVTL 435321 82,317 81,211 83,963 480 7.1092 7.0000 06/01/2028 MBS
31380BSJ0 FNMA 30 YR CONVTL 435321 78,242 77,190 79,807 456 7.1092 7.0000 06/01/2028 MBS
31380BSJ0 FNMA 30 YR CONVTL 435321 78,438 77,384 80,007 458 7.1092 7.0000 06/01/2028 MBS
31380BSJ0 FNMA 30 YR CONVTL 435321 75,070 74,061 76,571 438 7.1092 7.0000 06/01/2028 MBS
31380BSJ0 FNMA 30 YR CONVTL 435321 75,225 74,214 76,730 439 7.1092 7.0000 06/01/2028 MBS
31380BSJ0 FNMA 30 YR CONVTL 435321 72,281 71,310 73,727 422 7.1092 7.0000 06/01/2028 MBS
31380BSP6 FNMA 30 YR CONVTL 435326 508,422 501,586 518,590 2,966 7.1091 7.0000 07/01/2028 MBS
31380BSP6 FNMA 30 YR CONVTL 435326 508,422 501,586 518,590 2,966 7.1091 7.0000 07/01/2028 MBS
31380CQ27 FNMA 15 YR CONVTL 436173 299,670 298,814 303,883 1,623 6.5305 6.5000 07/01/2013 MBS
31380CQ68 FNMA 15 YR CONVTL 436177 189,913 192,503 192,583 1,029 6.3558 6.5000 07/01/2013 MBS
31380CQ68 FNMA 15 YR CONVTL 436177 802,049 812,986 813,326 4,344 6.3558 6.5000 07/01/2013 MBS
31380CTC2 FNMA 15 YR CONVTL 436247 486,839 485,448 493,684 2,637 6.5304 6.5000 08/01/2013 MBS
31380DJ72 FNMA 30 YR CONVTL 436886 939,595 936,964 945,759 5,089 6.5214 6.5000 08/01/2028 MBS
31380DJ72 FNMA 30 YR CONVTL 436886 939,595 936,964 945,759 5,089 6.5214 6.5000 08/01/2028 MBS
31380DJ72 FNMA 30 YR CONVTL 436886 939,595 936,964 945,759 5,089 6.5214 6.5000 08/01/2028 MBS
31380DJ72 FNMA 30 YR CONVTL 436886 939,595 936,964 945,759 5,089 6.5214 6.5000 08/01/2028 MBS
31380DJ72 FNMA 30 YR CONVTL 436886 939,595 936,964 945,759 5,089 6.5214 6.5000 08/01/2028 MBS
31380DJ72 FNMA 30 YR CONVTL 436886 939,595 936,964 945,759 5,089 6.5214 6.5000 08/01/2028 MBS
31380DJ72 FNMA 30 YR CONVTL 436886 939,595 936,964 945,759 5,089 6.5214 6.5000 08/01/2028 MBS
31380DJ72 FNMA 30 YR CONVTL 436886 939,595 936,964 945,759 5,089 6.5214 6.5000 08/01/2028 MBS
31380DJ72 FNMA 30 YR CONVTL 436886 939,595 936,964 945,759 5,089 6.5214 6.5000 08/01/2028 MBS
31380DKB1 FNMA 30 YR CONVTL 436890 985,880 983,119 992,347 5,340 6.5214 6.5000 08/01/2028 MBS
31380DKE5 FNMA 30 YR CONVTL 436893 501,108 499,705 504,395 2,714 6.5214 6.5000 08/01/2028 MBS
31380EHD9 FNMA 30 YR CONVTL 437728 827,510 833,158 850,002 5,172 7.4429 7.5000 09/01/2028 MBS
31380EHD9 FNMA 30 YR CONVTL 437728 827,510 833,158 850,002 5,172 7.4429 7.5000 09/01/2028 MBS
31380EHD9 FNMA 30 YR CONVTL 437728 827,510 833,158 850,002 5,172 7.4429 7.5000 09/01/2028 MBS
31380EHD9 FNMA 30 YR CONVTL 437728 827,510 833,158 850,002 5,172 7.4429 7.5000 09/01/2028 MBS
31380EHD9 FNMA 30 YR CONVTL 437728 827,510 833,158 850,002 5,172 7.4429 7.5000 09/01/2028 MBS
31380EHP2 FNMA 30 YR CONVTL 437738 755,520 760,677 776,055 4,722 7.4429 7.5000 09/01/2028 MBS
31380EHP2 FNMA 30 YR CONVTL 437738 755,520 760,677 776,055 4,722 7.4429 7.5000 09/01/2028 MBS
31380EHP2 FNMA 30 YR CONVTL 437738 755,520 760,677 776,055 4,722 7.4429 7.5000 09/01/2028 MBS
31380EHP2 FNMA 30 YR CONVTL 437738 755,520 760,677 776,055 4,722 7.4429 7.5000 09/01/2028 MBS
31380EH31 FNMA 30 YR CONVTL 437750 767,694 772,934 788,560 4,798 7.4429 7.5000 09/01/2028 MBS
31380EH31 FNMA 30 YR CONVTL 437750 844,570 850,334 867,525 5,279 7.4429 7.5000 09/01/2028 MBS
31380EH31 FNMA 30 YR CONVTL 437750 844,570 850,334 867,525 5,279 7.4429 7.5000 09/01/2028 MBS
31380EH31 FNMA 30 YR CONVTL 437750 844,570 850,334 867,525 5,279 7.4429 7.5000 09/01/2028 MBS
31380EH31 FNMA 30 YR CONVTL 437750 844,570 850,334 867,525 5,279 7.4429 7.5000 09/01/2028 MBS
31380EH31 FNMA 30 YR CONVTL 437750 844,570 850,334 867,525 5,279 7.4429 7.5000 09/01/2028 MBS
31380EJW5 FNMA 15 YR CONVTL 437777 201,486 200,910 204,319 1,091 6.5305 6.5000 07/01/2013 MBS
31380EKT0 FNMA 30 YR CONVTL 437806 986,004 983,243 992,472 5,341 6.5214 6.5000 08/01/2028 MBS
31380EKT0 FNMA 30 YR CONVTL 437806 986,004 983,243 992,472 5,341 6.5214 6.5000 08/01/2028 MBS
31380EUU6 FNMA 30 YR CONVTL 438095 13,528,451 13,901,455 13,900,348 84,553 7.2707 7.5000 08/01/2027 MBS
31380FAA9 FNMA 30 YR CONVTL 438401 469,690 469,104 472,771 2,544 6.5095 6.5000 08/01/2028 MBS
31380FPF2 FNMA 30 YR CONVTL 438822 844,363 850,119 871,695 5,277 7.4403 7.5000 08/01/2024 MBS
31380FWS6 FNMA 15 YR CONVTL 439057 333,531 338,081 338,220 1,807 6.3573 6.5000 10/01/2013 MBS
</TABLE>
Page 44 of 141
<PAGE> 201
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31380GAQ2 FNMA 30 YR CONVTL 439315 915,694 913,130 921,701 4,960 6.5214 6.5000 08/01/2028 MBS
31380GAQ2 FNMA 30 YR CONVTL 439315 915,694 913,130 921,701 4,960 6.5214 6.5000 08/01/2028 MBS
31380GAQ2 FNMA 30 YR CONVTL 439315 915,694 913,130 921,701 4,960 6.5214 6.5000 08/01/2028 MBS
31380GAQ2 FNMA 30 YR CONVTL 439315 915,694 913,130 921,701 4,960 6.5214 6.5000 08/01/2028 MBS
31380GBX6 FNMA 15 YR CONVTL 439354 290,517 289,687 294,602 1,574 6.5304 6.5000 08/01/2013 MBS
31380GDK2 FNMA 30 YR CONVTL 439406 787,170 784,966 792,334 4,264 6.5214 6.5000 08/01/2028 MBS
31380GQC6 FNMA 30 YR CONVTL 439751 689,448 694,181 693,971 3,735 6.4481 6.5000 10/01/2028 MBS
31380GQC6 FNMA 30 YR CONVTL 439751 667,319 671,900 671,697 3,615 6.4481 6.5000 10/01/2028 MBS
31380GQC6 FNMA 30 YR CONVTL 439751 70,108 70,590 70,568 380 6.4481 6.5000 10/01/2028 MBS
31380GQC6 FNMA 30 YR CONVTL 439751 308,123 310,239 310,144 1,669 6.4481 6.5000 10/01/2028 MBS
31380GQC6 FNMA 30 YR CONVTL 439751 689,448 694,181 693,971 3,735 6.4481 6.5000 10/01/2028 MBS
31380GQC6 FNMA 30 YR CONVTL 439751 308,123 310,239 310,144 1,669 6.4481 6.5000 10/01/2028 MBS
31380HBY2 FNMA 30 YR CONVTL 440255 914,389 911,828 920,387 4,953 6.5214 6.5000 09/01/2028 MBS
31380HBY2 FNMA 30 YR CONVTL 440255 914,389 911,828 920,387 4,953 6.5214 6.5000 09/01/2028 MBS
31380HBY2 FNMA 30 YR CONVTL 440255 914,389 911,828 920,387 4,953 6.5214 6.5000 09/01/2028 MBS
31380HBY2 FNMA 30 YR CONVTL 440255 914,389 911,828 920,387 4,953 6.5214 6.5000 09/01/2028 MBS
31380HBY2 FNMA 30 YR CONVTL 440255 914,389 911,828 920,387 4,953 6.5214 6.5000 09/01/2028 MBS
31380HBZ9 FNMA 30 YR CONVTL 440256 940,013 937,381 946,179 5,092 6.5214 6.5000 09/01/2028 MBS
31380HGS0 FNMA 15 YR CONVTL 440409 356,688 355,669 361,703 1,932 6.5304 6.5000 08/01/2013 MBS
31380HHM2 FNMA 30 YR CONVTL 440436 321,623 320,723 323,733 1,742 6.5214 6.5000 08/01/2028 MBS
31380HH59 FNMA 30 YR CONVTL 440452 841,799 847,544 864,679 5,261 7.4429 7.5000 09/01/2028 MBS
31380HH59 FNMA 30 YR CONVTL 440452 841,799 847,544 864,679 5,261 7.4429 7.5000 09/01/2028 MBS
31380HJJ7 FNMA 30 YR CONVTL 440465 969,220 975,834 995,563 6,058 7.4429 7.5000 09/01/2028 MBS
31380HJJ7 FNMA 30 YR CONVTL 440465 972,157 978,791 998,580 6,076 7.4429 7.5000 09/01/2028 MBS
31380HQJ9 FNMA 30 YR CONVTL 440657 1,002,675 1,009,559 1,009,253 5,431 6.4481 6.5000 10/01/2028 MBS
31380HQJ9 FNMA 30 YR CONVTL 440657 1,002,675 1,009,559 1,009,253 5,431 6.4481 6.5000 10/01/2028 MBS
31380HQJ9 FNMA 30 YR CONVTL 440657 692,975 697,732 697,521 3,754 6.4481 6.5000 10/01/2028 MBS
31380HZR1 FNMA 30 YR CONVTL 440952 872,852 859,496 861,391 4,364 6.1119 6.0000 09/01/2028 MBS
31380H6G7 FNMA 30 YR CONVTL 441071 801,023 806,489 822,795 5,006 7.4429 7.5000 09/01/2028 MBS
31380H6G7 FNMA 30 YR CONVTL 441071 261,280 263,064 268,382 1,633 7.4429 7.5000 09/01/2028 MBS
31380H6G7 FNMA 30 YR CONVTL 441071 885,172 891,213 909,231 5,532 7.4429 7.5000 09/01/2028 MBS
31380H6G7 FNMA 30 YR CONVTL 441071 885,172 891,213 909,231 5,532 7.4429 7.5000 09/01/2028 MBS
31380H6Q5 FNMA 30 YR CONVTL 441079 926,900 933,225 952,093 5,793 7.4429 7.5000 09/01/2028 MBS
31380H6Q5 FNMA 30 YR CONVTL 441079 926,900 933,225 952,093 5,793 7.4429 7.5000 09/01/2028 MBS
31380H6Q5 FNMA 30 YR CONVTL 441079 926,900 933,225 952,093 5,793 7.4429 7.5000 09/01/2028 MBS
31380H6Q5 FNMA 30 YR CONVTL 441079 926,900 933,225 952,093 5,793 7.4429 7.5000 09/01/2028 MBS
31380H6Q5 FNMA 30 YR CONVTL 441079 926,900 933,225 952,093 5,793 7.4429 7.5000 09/01/2028 MBS
31380JEZ2 FNMA 30 YR CONVTL 441252 137,382 137,211 138,283 744 6.5095 6.5000 10/01/2028 MBS
31380JEZ2 FNMA 30 YR CONVTL 441252 993,700 992,461 1,000,219 5,383 6.5095 6.5000 10/01/2028 MBS
31380JEZ2 FNMA 30 YR CONVTL 441252 169,576 169,365 170,688 919 6.5095 6.5000 10/01/2028 MBS
31380JLH4 FNMA 30 YR CONVTL 441428 915,272 921,518 940,149 5,720 7.4429 7.5000 08/01/2028 MBS
31380JLH4 FNMA 30 YR CONVTL 441428 915,272 921,518 940,149 5,720 7.4429 7.5000 08/01/2028 MBS
31380JLH4 FNMA 30 YR CONVTL 441428 915,272 921,518 940,149 5,720 7.4429 7.5000 08/01/2028 MBS
31380JLH4 FNMA 30 YR CONVTL 441428 915,272 921,518 940,149 5,720 7.4429 7.5000 08/01/2028 MBS
31380JLH4 FNMA 30 YR CONVTL 441428 915,272 921,518 940,149 5,720 7.4429 7.5000 08/01/2028 MBS
31380JLH4 FNMA 30 YR CONVTL 441428 645,107 649,509 662,641 4,032 7.4429 7.5000 08/01/2028 MBS
31380JNB5 FNMA 30 YR CONVTL 441486 905,002 911,178 929,600 5,656 7.4428 7.5000 07/01/2028 MBS
31380JNB5 FNMA 30 YR CONVTL 441486 905,002 911,178 929,600 5,656 7.4428 7.5000 07/01/2028 MBS
31380JNB5 FNMA 30 YR CONVTL 441486 905,002 911,178 929,600 5,656 7.4428 7.5000 07/01/2028 MBS
31380JXT5 FNMA 30 YR CONVTL 441790 265,287 267,109 267,027 1,437 6.4480 6.5000 09/01/2028 MBS
31380JXT5 FNMA 30 YR CONVTL 441790 309,564 311,690 311,595 1,677 6.4480 6.5000 09/01/2028 MBS
31380JXT5 FNMA 30 YR CONVTL 441790 363,361 365,856 365,745 1,968 6.4480 6.5000 09/01/2028 MBS
31380JXT5 FNMA 30 YR CONVTL 441790 434,283 437,264 437,132 2,352 6.4480 6.5000 09/01/2028 MBS
31380JXT5 FNMA 30 YR CONVTL 441790 645,773 650,207 650,009 3,498 6.4480 6.5000 09/01/2028 MBS
31380JXT5 FNMA 30 YR CONVTL 441790 220,646 222,161 222,093 1,195 6.4480 6.5000 09/01/2028 MBS
31380JXT5 FNMA 30 YR CONVTL 441790 311,695 313,835 313,740 1,688 6.4480 6.5000 09/01/2028 MBS
31380JXT5 FNMA 30 YR CONVTL 441790 697,439 702,227 702,014 3,778 6.4480 6.5000 09/01/2028 MBS
31380KW55 FNMA 30 YR CONVTL 442668 941,525 947,950 967,116 5,885 7.4429 7.5000 09/01/2028 MBS
31380KW55 FNMA 30 YR CONVTL 442668 941,525 947,950 967,116 5,885 7.4429 7.5000 09/01/2028 MBS
31380KW55 FNMA 30 YR CONVTL 442668 825,140 830,771 847,567 5,157 7.4429 7.5000 09/01/2028 MBS
31380K2H2 FNMA 30 YR CONVTL 442776 532,731 532,067 536,226 2,886 6.5095 6.5000 10/01/2028 MBS
</TABLE>
Page 45 of 141
<PAGE> 202
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31380K2H2 FNMA 30 YR CONVTL 442776 475,551 474,958 478,671 2,576 6.5095 6.5000 10/01/2028 MBS
31380LJU3 FNMA 30 YR CONVTL 443175 946,660 945,481 952,870 5,128 6.5095 6.5000 09/01/2028 MBS
31380LJU3 FNMA 30 YR CONVTL 443175 946,660 945,481 952,870 5,128 6.5095 6.5000 09/01/2028 MBS
31380LJU3 FNMA 30 YR CONVTL 443175 946,660 945,481 952,870 5,128 6.5095 6.5000 09/01/2028 MBS
31380LJU3 FNMA 30 YR CONVTL 443175 946,660 945,481 952,870 5,128 6.5095 6.5000 09/01/2028 MBS
31380LJU3 FNMA 30 YR CONVTL 443175 946,660 945,481 952,870 5,128 6.5095 6.5000 09/01/2028 MBS
31380LJU3 FNMA 30 YR CONVTL 443175 946,660 945,481 952,870 5,128 6.5095 6.5000 09/01/2028 MBS
31380LJU3 FNMA 30 YR CONVTL 443175 946,660 945,481 952,870 5,128 6.5095 6.5000 09/01/2028 MBS
31380LJU3 FNMA 30 YR CONVTL 443175 946,660 945,481 952,870 5,128 6.5095 6.5000 09/01/2028 MBS
31380LJU3 FNMA 30 YR CONVTL 443175 946,660 945,481 952,870 5,128 6.5095 6.5000 09/01/2028 MBS
31380LXH6 FNMA 30 YR CONVTL 443580 900,515 906,660 924,991 5,628 7.4429 7.5000 09/01/2028 MBS
31380LXH6 FNMA 30 YR CONVTL 443580 555,976 559,770 571,087 3,475 7.4429 7.5000 09/01/2028 MBS
31380LXW3 FNMA 30 YR CONVTL 443593 947,027 932,536 934,593 4,735 6.1117 6.0000 10/01/2028 MBS
31380MDR4 FNMA 30 YR CONVTL 443912 517,694 517,049 521,090 2,804 6.5095 6.5000 10/01/2028 MBS
31380MDR4 FNMA 30 YR CONVTL 443912 1,006,909 1,005,654 1,013,514 5,454 6.5095 6.5000 10/01/2028 MBS
31380MDR4 FNMA 30 YR CONVTL 443912 1,006,909 1,005,654 1,013,514 5,454 6.5095 6.5000 10/01/2028 MBS
31380MDR4 FNMA 30 YR CONVTL 443912 1,006,909 1,005,654 1,013,514 5,454 6.5095 6.5000 10/01/2028 MBS
31380MDR4 FNMA 30 YR CONVTL 443912 1,006,909 1,005,654 1,013,514 5,454 6.5095 6.5000 10/01/2028 MBS
31380MDR4 FNMA 30 YR CONVTL 443912 1,006,909 1,005,654 1,013,514 5,454 6.5095 6.5000 10/01/2028 MBS
31380MDR4 FNMA 30 YR CONVTL 443912 1,006,909 1,005,654 1,013,514 5,454 6.5095 6.5000 10/01/2028 MBS
31380MDR4 FNMA 30 YR CONVTL 443912 1,006,909 1,005,654 1,013,514 5,454 6.5095 6.5000 10/01/2028 MBS
31380MDR4 FNMA 30 YR CONVTL 443912 131,892 131,728 132,757 714 6.5095 6.5000 10/01/2028 MBS
31380MD78 FNMA 30 YR CONVTL 443926 687,213 686,356 691,721 3,722 6.5095 6.5000 10/01/2028 MBS
31380MJT4 FNMA 30 YR CONVTL 444074 600,549 599,801 604,489 3,253 6.5095 6.5000 10/01/2028 MBS
31380MJT4 FNMA 30 YR CONVTL 444074 235,653 235,359 237,199 1,276 6.5095 6.5000 10/01/2028 MBS
31380MJU1 FNMA 30 YR CONVTL 444075 808,749 807,741 814,054 4,381 6.5095 6.5000 10/01/2028 MBS
31380MJU1 FNMA 30 YR CONVTL 444075 459,929 459,356 462,946 2,491 6.5095 6.5000 10/01/2028 MBS
31380MT48 FNMA 15 YR CONVTL 444371 491,637 491,867 492,866 2,458 5.9952 6.0000 10/01/2013 MBS
31380MVJ2 FNMA 30 YR CONVTL 444417 987,055 985,825 993,530 5,347 6.5095 6.5000 09/01/2028 MBS
31380MVJ2 FNMA 30 YR CONVTL 444417 987,055 985,825 993,530 5,347 6.5095 6.5000 09/01/2028 MBS
31380MVJ2 FNMA 30 YR CONVTL 444417 987,055 985,825 993,530 5,347 6.5095 6.5000 09/01/2028 MBS
31380MVJ2 FNMA 30 YR CONVTL 444417 987,055 985,825 993,530 5,347 6.5095 6.5000 09/01/2028 MBS
31380MVJ2 FNMA 30 YR CONVTL 444417 987,055 985,825 993,530 5,347 6.5095 6.5000 09/01/2028 MBS
31380MVJ2 FNMA 30 YR CONVTL 444417 987,055 985,825 993,530 5,347 6.5095 6.5000 09/01/2028 MBS
31380MVJ2 FNMA 30 YR CONVTL 444417 987,055 985,825 993,530 5,347 6.5095 6.5000 09/01/2028 MBS
31380MVJ2 FNMA 30 YR CONVTL 444417 987,055 985,825 993,530 5,347 6.5095 6.5000 09/01/2028 MBS
31380MXW1 FNMA 30 YR CONVTL 444493 432,917 427,096 441,575 2,525 7.1088 7.0000 10/01/2028 MBS
31380MYQ3 FNMA 30 YR CONVTL 444519 626,400 617,978 638,928 3,654 7.1089 7.0000 09/01/2028 MBS
31380MZ90 FNMA 30 YR CONVTL 444568 332,626 330,562 334,808 1,802 6.5475 6.5000 09/01/2028 MBS
31380MZ90 FNMA 30 YR CONVTL 444568 987,034 980,908 993,509 5,346 6.5475 6.5000 09/01/2028 MBS
31380MZ90 FNMA 30 YR CONVTL 444568 987,034 980,908 993,509 5,346 6.5475 6.5000 09/01/2028 MBS
31380MZ90 FNMA 30 YR CONVTL 444568 987,034 980,908 993,509 5,346 6.5475 6.5000 09/01/2028 MBS
31380M2A3 FNMA 30 YR CONVTL 444569 948,933 943,043 955,158 5,140 6.5475 6.5000 09/01/2028 MBS
31380M2A3 FNMA 30 YR CONVTL 444569 948,933 943,043 955,158 5,140 6.5475 6.5000 09/01/2028 MBS
31380M2A3 FNMA 30 YR CONVTL 444569 948,933 943,043 955,158 5,140 6.5475 6.5000 09/01/2028 MBS
31380M2A3 FNMA 30 YR CONVTL 444569 948,933 943,043 955,158 5,140 6.5475 6.5000 09/01/2028 MBS
31380M2A3 FNMA 30 YR CONVTL 444569 948,933 943,043 955,158 5,140 6.5475 6.5000 09/01/2028 MBS
31380M2A3 FNMA 30 YR CONVTL 444569 948,933 943,043 955,158 5,140 6.5475 6.5000 09/01/2028 MBS
31380M2A3 FNMA 30 YR CONVTL 444569 629,146 625,242 633,273 3,408 6.5475 6.5000 09/01/2028 MBS
31380NKE3 FNMA 30 YR CONVTL 444993 890,739 896,817 914,949 5,567 7.4429 7.5000 09/01/2028 MBS
31380PBL2 FNMA 30 YR CONVTL 445643 232,284 229,069 236,930 1,355 7.1121 7.0000 10/01/2028 MBS
31380P3R8 FNMA 30 YR CONVTL 446408 480,729 480,130 483,883 2,604 6.5095 6.5000 10/01/2028 MBS
31380QBG1 FNMA 15 YR CONVTL 446539 72,291 72,325 72,472 361 5.9952 6.0000 10/01/2013 MBS
31380QDA2 FNMA 30 YR CONVTL 446597 208,837 205,946 213,078 1,218 7.1121 7.0000 10/01/2028 MBS
31380QLB1 FNMA 30 YR CONVTL 446822 752,719 742,298 767,773 4,391 7.1121 7.0000 10/01/2028 MBS
31380QR82 FNMA 30 YR CONVTL 447011 75,635 75,541 76,131 410 6.5095 6.5000 10/01/2028 MBS
31380QR82 FNMA 30 YR CONVTL 447011 538,295 537,624 541,826 2,916 6.5095 6.5000 10/01/2028 MBS
31380Q6J1 FNMA 30 YR CONVTL 447373 168,590 169,747 169,696 913 6.4481 6.5000 10/01/2028 MBS
31380Q6J1 FNMA 30 YR CONVTL 447373 346,832 349,213 349,107 1,879 6.4481 6.5000 10/01/2028 MBS
31380Q6J1 FNMA 30 YR CONVTL 447373 152,496 153,544 153,496 826 6.4481 6.5000 10/01/2028 MBS
31380Q6J1 FNMA 30 YR CONVTL 447373 346,832 349,213 349,107 1,879 6.4481 6.5000 10/01/2028 MBS
</TABLE>
Page 46 of 141
<PAGE> 203
Closed Block Segment MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31380RKZ7 FNMA 30 YR CONVTL 447712 899,174 885,415 887,368 4,496 6.1115 6.0000 12/01/2028 MBS
31380RP25 FNMA 30 YR CONVTL 447841 672,892 677,511 677,306 3,645 6.4481 6.5000 11/01/2028 MBS
31380R4Y8 FNMA 30 YR CONVTL 448239 39,920 40,766 40,718 233 6.8331 7.0000 10/01/2028 MBS
31380R4Y8 FNMA 30 YR CONVTL 448239 742,820 732,536 757,676 4,333 7.1121 7.0000 10/01/2028 MBS
31380SJC8 FNMA 30 YR CONVTL 448559 628,806 628,023 632,931 3,406 6.5095 6.5000 10/01/2028 MBS
31380SJC8 FNMA 30 YR CONVTL 448559 1,003,000 1,001,750 1,009,580 5,433 6.5095 6.5000 10/01/2028 MBS
31380SJC8 FNMA 30 YR CONVTL 448559 1,003,000 1,001,750 1,009,580 5,433 6.5095 6.5000 10/01/2028 MBS
31380SJC8 FNMA 30 YR CONVTL 448559 1,003,000 1,001,750 1,009,580 5,433 6.5095 6.5000 10/01/2028 MBS
31380SJC8 FNMA 30 YR CONVTL 448559 1,003,000 1,001,750 1,009,580 5,433 6.5095 6.5000 10/01/2028 MBS
31380SJC8 FNMA 30 YR CONVTL 448559 1,003,000 1,001,750 1,009,580 5,433 6.5095 6.5000 10/01/2028 MBS
31380SJC8 FNMA 30 YR CONVTL 448559 1,003,000 1,001,750 1,009,580 5,433 6.5095 6.5000 10/01/2028 MBS
31380SJC8 FNMA 30 YR CONVTL 448559 374,193 373,727 376,648 2,027 6.5095 6.5000 10/01/2028 MBS
31380SJH7 FNMA 15 YR CONVTL 448564 552,960 553,219 554,342 2,765 5.9952 6.0000 10/01/2013 MBS
31380S2C6 FNMA 30 YR CONVTL 449071 530,599 534,242 534,080 2,874 6.4481 6.5000 11/01/2028 MBS
31380S2C6 FNMA 30 YR CONVTL 449071 493,193 496,579 496,428 2,671 6.4481 6.5000 11/01/2028 MBS
31380THA2 FNMA 15 YR CONVTL 449425 106,513 106,564 106,779 533 5.9953 6.0000 11/01/2013 MBS
31380THA2 FNMA 15 YR CONVTL 449425 782,921 783,287 784,878 3,915 5.9953 6.0000 11/01/2013 MBS
31380VEF9 FNMA 30 YR CONVTL 451134 147,519 148,533 148,487 799 6.4481 6.5000 11/01/2028 MBS
31380VEF9 FNMA 30 YR CONVTL 451134 340,354 342,691 342,587 1,844 6.4481 6.5000 11/01/2028 MBS
31380VRG3 FNMA 15 YR CONVTL 451487 728,945 729,286 730,767 3,645 5.9953 6.0000 11/01/2013 MBS
31380WPE8 FNMA 30 YR CONVTL 452321 895,500 881,797 883,742 4,478 6.1115 6.0000 12/01/2028 MBS
31380XGA4 FNMA 30 YR CONVTL 452993 901,767 887,968 889,927 4,509 6.1115 6.0000 12/01/2028 MBS
31380XJY9 FNMA 30 YR CONVTL 453079 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380XJY9 FNMA 30 YR CONVTL 453079 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380XJY9 FNMA 30 YR CONVTL 453079 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380XJ52 FNMA 30 YR CONVTL 453084 901,035 887,247 889,493 4,505 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X4T6 FNMA 30 YR CONVTL 453634 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X6A5 FNMA 30 YR CONVTL 453665 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X6A5 FNMA 30 YR CONVTL 453665 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X6A5 FNMA 30 YR CONVTL 453665 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X6A5 FNMA 30 YR CONVTL 453665 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X6A5 FNMA 30 YR CONVTL 453665 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X6A5 FNMA 30 YR CONVTL 453665 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
31380X6A5 FNMA 30 YR CONVTL 453665 990,000 974,851 977,001 4,950 6.1115 6.0000 12/01/2028 MBS
313855A#5 FED SIGNAL CORP SR NTS SERS A 9,000,000 9,000,000 9,814,140 153,808 7.9900 7.9900 10/14/2004 PROB
31410HAG6 FEDERATED DEPT STORES 1,200,000 1,244,611 1,319,784 4,533 7.5030 8.5000 06/15/2003 PBOB
31446*AB3 FENDER MUSICAL INSTRUMENTS COR 25,000,000 25,000,000 25,245,750 78,222 7.0400 7.0400 12/15/2007 PROB
31573PAA4 FIDEICOMISO PETACALCO 7,200,000 7,195,592 6,168,240 16,256 10.1694 10.1600 12/23/2009 PBOB
31573PAA4 FIDEICOMISO PETACALCO 2,000,000 2,024,167 1,713,400 4,516 9.9764 10.1600 12/23/2009 PBOB
319963AB0 FIRST DATA CORP NTS 6,000,000 5,969,594 6,275,040 176,625 6.8474 6.7500 07/15/2005 PBOB
319963AB0 FIRST DATA CORP NTS 4,000,000 3,979,729 4,183,360 117,750 6.8474 6.7500 07/15/2005 PBOB
319963AB0 FIRST DATA CORP NTS 3,000,000 2,984,797 3,137,520 88,313 6.8474 6.7500 07/15/2005 PBOB
319963AB0 FIRST DATA CORP NTS 6,000,000 5,969,594 6,275,040 176,625 6.8474 6.7500 07/15/2005 PBOB
319963AB0 FIRST DATA CORP NTS 12,000,000 11,934,439 12,550,080 353,250 6.8551 6.7500 07/15/2005 PBOB
319963AB0 FIRST DATA CORP NTS 5,000,000 5,007,815 5,229,200 147,188 6.7201 6.7500 07/15/2005 PBOB
319963AB0 FIRST DATA CORP NTS 2,500,000 2,538,101 2,614,600 73,594 6.4606 6.7500 07/15/2005 PBOB
</TABLE>
Page 47 of 141
<PAGE> 204
Closed Block Segment MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
324477K#4 FIRST NATL BK OF CHICAGO NONRE 8,500,000 8,500,000 8,899,075 273,577 6.9800 6.9800 01/15/2009 PROB
336294AH6 FIRST SECURITY CORP DEL SR NTS 5,855,000 5,902,542 6,169,999 51,435 6.7404 6.8750 11/15/2006 PBOB
33632*KY2 NORTHERN TELECOM INC (FIRST 13,077,806 13,077,807 13,795,778 355,716 8.1600 8.1600 03/01/2004 PROB
33632*KY2 NORTHERN TELECOM INC (FIRST 17,341,746 17,341,747 18,293,808 471,696 8.1600 8.1600 03/01/2004 PROB
33632*QQ3 FIRST SECURITY BANK OF UTAH 9,994,801 9,994,802 10,775,995 720,617 7.2300 7.2300 01/01/2013 ABOB
33632*QQ3 FIRST SECURITY BANK OF UTAH 6,668,317 6,668,318 7,189,513 480,780 7.2300 7.2300 01/01/2013 ABOB
33632*TH0 AMERADA HESS CORPORATION 9,252,935 9,252,935 8,244,365 145,189 6.1400 6.1400 01/01/2014 PROB
337358AP0 FIRST UNION CORP SUB NTS 10,830,000 11,419,751 11,720,443 110,707 6.3900 8.0000 11/15/2002 PBOB
337358BB0 FIRST UNION CORP 10,000,000 10,161,011 10,678,500 293,750 6.7431 7.0500 08/01/2005 PBOB
337358BK0 FIRST UNION CORP SUB NTS 14,000,000 13,964,848 14,638,400 224,000 6.4365 6.4000 04/01/2008 PBOB
33736LAE5 FIRST UNION-LEHMAN BROS COMML 8,000,000 8,071,310 8,602,480 49,533 7.2866 7.4300 04/18/2007 CMBS
33736LAS4 FIRST UNION-LEHMAN BROS 9,000,000 9,170,004 9,351,540 50,925 6.5714 6.7900 10/18/2011 CMBS
337367AB2 FULB 1998-C2 CL A2 22,000,000 23,086,586 22,831,820 120,267 5.8992 6.5600 11/18/2008 CMBS
337367AC0 FULB 1998-C2 CL B 13,000,000 13,124,817 13,365,690 71,933 6.5258 6.6400 03/18/2011 CMBS
337367AD8 FULB 1998-C2 CL C 5,000,000 4,998,846 5,031,250 28,042 6.7326 6.7300 09/18/2012 CMBS
33738MAA9 FIRST UNION NATL BANK NTS 4,000,000 3,871,903 4,039,560 93,387 6.4070 6.1800 02/15/2036 PBOB
337387P@7 FIRST UNION NATL BK OF NC 688,326 688,326 735,043 21,900 6.9000 6.9000 01/15/2013 PROB
337387Q*8 FIRST UNION NATL BK OF NC 682,027 682,027 726,011 21,700 6.9000 6.9000 01/15/2013 PROB
337387Q#4 FIRST UNION NATL BK OF NC 682,027 682,027 726,011 21,700 6.9000 6.9000 01/15/2013 PROB
337387Q@6 FIRST UNION NATL BK OF NC 682,027 682,027 726,011 21,700 6.9000 6.9000 01/15/2013 PROB
337387R*7 FIRST UNION NATL BK OF NC 682,027 682,027 726,011 21,700 6.9000 6.9000 01/15/2013 PROB
337387R#3 FIRST UNION NATIONAL BANK 704,549 704,549 787,735 24,268 7.4700 7.4700 01/15/2013 PROB
337387R@5 FIRST UNION NATL BK OF NC 682,027 682,027 726,011 21,700 6.9000 6.9000 01/15/2013 PROB
337387S*6 FIRST UNION NATIONAL BANK 704,549 704,549 787,735 24,268 7.4700 7.4700 01/15/2013 PROB
337387S#2 FIRST UNION NATIONAL BANK 703,010 703,011 786,710 24,215 7.4700 7.4700 01/15/2012 PROB
337387S@4 FIRST UNION NATIONAL BANK 703,010 703,011 786,710 24,215 7.4700 7.4700 01/15/2012 PROB
337387T*5 FIRST UNION NATIONAL BANK 717,590 717,590 802,316 24,717 7.4700 7.4700 01/15/2013 PROB
337387T#1 FIRST UNION NATIONAL BANK 710,172 710,173 769,990 23,283 7.1100 7.1100 01/15/2013 PROB
337387T@3 FIRST UNION NATIONAL BANK 701,046 701,047 760,095 22,984 7.1100 7.1100 01/15/2013 PROB
337387U*3 FIRST UNION NATIONAL BANK 710,172 710,173 769,990 23,283 7.1100 7.1100 01/15/2013 PROB
337387U#9 FIRST UNION NATIONAL BANK 710,172 710,173 769,990 23,283 7.1100 7.1100 01/15/2013 PROB
337387U@1 FIRST UNION NATIONAL BANK 710,172 710,173 769,990 23,283 7.1100 7.1100 01/15/2013 PROB
337387V*2 FIRST UNION NATIONAL BANK 710,172 710,173 769,990 23,283 7.1100 7.1100 01/15/2013 PROB
33743PAL1 FUSAM 1998-9 CL C 12,000,000 11,992,933 11,919,600 18,300 6.1096 6.1000 09/18/2006 ABOB
338915AA9 FLEET/ NORSTAR GP SUB NTS 5,972,000 6,509,011 6,629,457 242,613 6.1724 8.1250 07/01/2004 PBOB
338915AH4 FLEET FINANCIAL GROUP SUB DEB 5,805,000 6,091,117 6,096,005 184,027 6.4956 6.8750 01/15/2028 PBOB
338915AH4 FLEET FINANCIAL GROUP SUB DEB 10,000,000 10,514,569 10,501,300 317,014 6.4795 6.8750 01/15/2028 PBOB
338915AH4 FLEET FINANCIAL GROUP SUB DEB 7,500,000 7,870,721 7,875,975 237,760 6.4945 6.8750 01/15/2028 PBOB
33945#AD7 FLINT INK CORPORATION 5,000,000 5,000,000 5,107,300 36,678 6.6020 6.6020 05/21/2008 PROB
340711AF7 FLORIDA GAS TRANSMN CO SR NTS 15,000,000 15,000,000 16,681,800 215,750 8.6300 8.6300 11/01/2004 PROB
341099BL2 FLORIDA PWR CORP 1ST MTGE 4,000,000 3,879,672 4,076,200 23,333 7.2629 7.0000 12/01/2023 PBOB
34324#AA2 FLORIDA WTR SVCS CORP 1ST MTGE 10,700,000 10,700,000 11,212,423 76,184 8.0100 8.0100 05/30/2017 PROB
343496A@4 FLOWERS INDS INC SR NTS 15,000,000 15,000,000 15,520,200 498,667 6.8000 6.8000 01/05/2008 PROB
345397HG1 FORD MTR CRED CO NTS 10,000,000 9,870,824 10,863,200 33,333 7.7952 7.5000 06/15/2004 PBOB
347471AR5 FORT JAMES CORP 10,000,000 9,997,731 10,375,600 202,431 6.8785 6.8750 09/15/2007 PBOB
35638*AB2 FREEDOM COMMUNICATIONS, INC. 9,000,000 9,000,000 8,831,160 13,350 6.6750 6.6750 06/23/2008 PROB
356834AA9 FREEPORT TERMINAL MALTA 5,000,000 4,993,837 5,193,850 46,319 7.2602 7.2500 05/15/2028 PBOB
356834AA9 FREEPORT TERMINAL MALTA 5,000,000 4,980,567 5,193,850 46,319 7.2823 7.2500 05/15/2028 PBOB
356834AA9 FREEPORT TERMINAL MALTA 5,000,000 4,990,209 5,193,850 46,319 7.2662 7.2500 05/15/2028 PBOB
356834AA9 FREEPORT TERMINAL MALTA 2,000,000 1,997,535 2,077,540 18,528 7.2602 7.2500 05/15/2028 PBOB
356834AA9 FREEPORT TERMINAL MALTA 5,000,000 5,035,638 5,193,850 46,319 7.1914 7.2500 05/15/2028 PBOB
36144TCF2 GATX CAPITAL CORP MTN 13,000,000 12,789,094 13,253,500 39,722 7.1459 6.8750 12/15/2006 PBOB
361446AB3 GATX CAP CORP 15,000,000 14,967,874 15,231,150 171,875 6.9203 6.8750 11/01/2004 PBOB
36157LL55 GECMS 1994-6 A13 2,567,217 2,570,503 2,566,806 13,906 6.4889 6.5000 04/25/2020 CMO
36157L6N3 GECMS 1994-18 A5 50,000,000 48,424,671 50,258,000 285,417 7.1176 6.8500 08/25/2024 CMO
36157L6N3 GECMS 1994-18 A5 1,000 969 1,005 6 7.1176 6.8500 08/25/2024 CMO
36157TEQ0 GECMS 1994-24 A2 14,700,000 14,330,221 14,766,591 85,750 7.2158 7.0000 07/25/2024 CMO
36157TMW8 GECMS 1995-6 A3 8,246,667 8,071,683 8,226,050 48,106 7.1789 7.0000 08/25/2025 CMO
361849BV3 GMACC 1997-C1 CL A3 3,000,000 3,182,238 3,208,020 17,173 5.9661 6.8690 08/15/2007 CMBS
361849EA6 GMACC 1998-C2 CL B 13,000,000 13,028,782 13,211,250 69,550 6.3891 6.4200 08/15/2008 CMBS
361849EB4 GMAC 1998-C2 CL C 5,000,000 5,042,646 5,015,650 27,083 6.3812 6.5000 08/15/2008 CMBS
</TABLE>
Page 48 of 141
<PAGE> 205
Closed Block Segment MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
361849EC2 GMAC 1998-C2 D 3,000,000 2,926,653 2,850,000 16,250 6.8064 6.5000 07/15/2010 CMBS
36203ADQ6 GNMA 30 YR SF LN 343111 324,484 301,116 327,930 1,758 7.1161 6.5000 02/15/2024 GNMA
36203ADQ6 GNMA 30 YR SF LN 343111 249,964 231,963 252,619 1,354 7.1161 6.5000 02/15/2024 GNMA
36203AF76 GNMA 30 YR SF LN 343190 483,013 449,007 498,407 3,019 8.1682 7.5000 03/15/2023 GNMA
36203AHB5 GNMA 15 YR SF LN 343226 176,203 181,293 180,689 1,028 6.5888 7.0000 06/15/2008 GNMA
36203ALY0 GNMA 30 YR SF LN 343343 117,606 109,332 121,354 735 8.1693 7.5000 01/15/2023 GNMA
36203ALZ7 GNMA 30 YR SF LN 343344 217,468 201,796 219,778 1,178 7.1150 6.5000 04/15/2024 GNMA
36203ALZ7 GNMA 30 YR SF LN 343344 550,233 510,581 556,076 2,980 7.1150 6.5000 04/15/2024 GNMA
36203AMQ6 GNMA 30 YR SF LN 343367 532,073 496,711 549,030 3,325 8.1265 7.5000 06/15/2023 GNMA
36203AMU7 GNMA 30 YR SF LN 343371 275,845 257,507 284,636 1,724 8.1260 7.5000 07/15/2023 GNMA
36203ATB2 GNMA 30 YR SF LN 343546 482,846 448,851 498,234 3,018 8.1682 7.5000 03/15/2023 GNMA
36203AUZ7 GNMA 30 YR SF LN 343600 438,419 407,542 452,391 2,740 8.1677 7.5000 04/15/2023 GNMA
36203AW93 GNMA 30 YR SF LN 343672 5,374 5,543 5,742 40 8.6882 9.0000 02/15/2023 GNMA
36203A7H3 GNMA 30 YR SF LN 343896 53,750 49,963 55,463 336 8.1666 7.5000 06/15/2023 GNMA
36203BG73 GNMA 30 YR SF LN 344122 117,393 109,112 121,134 734 8.1651 7.5000 09/15/2023 GNMA
36203BK37 GNMA 30 YR SF LN 344214 103,356 96,084 106,650 646 8.1693 7.5000 01/15/2023 GNMA
36203BLA0 GNMA 30 YR SF LN 344221 125,464 126,344 129,463 784 7.4374 7.5000 02/15/2023 GNMA
36203BLA0 GNMA 30 YR SF LN 344221 251,009 252,769 259,009 1,569 7.4374 7.5000 02/15/2023 GNMA
36203BLA0 GNMA 30 YR SF LN 344221 292,480 294,531 301,801 1,828 7.4374 7.5000 02/15/2023 GNMA
36203CFU1 GNMA 30 YR SF LN 344979 35,138 32,660 36,258 220 8.1656 7.5000 08/15/2023 GNMA
36203CLG5 GNMA 30 YR SF LN 345127 243,053 237,499 245,634 1,317 6.6883 6.5000 01/15/2024 GNMA
36203CNR9 GNMA 30 YR SF LN 345200 321,148 298,052 324,658 1,740 7.1184 6.5000 10/15/2023 GNMA
36203CNR9 GNMA 30 YR SF LN 345200 191,037 177,298 193,125 1,035 7.1184 6.5000 10/15/2023 GNMA
36203CNU2 GNMA 30 YR SF LN 345203 513,984 477,006 519,602 2,784 7.1178 6.5000 11/15/2023 GNMA
36203CNU2 GNMA 30 YR SF LN 345203 75,236 69,824 76,058 408 7.1178 6.5000 11/15/2023 GNMA
36203CN24 GNMA 30 YR SF LN 345209 34,620 33,333 34,382 173 6.2962 6.0000 11/15/2023 GNMA
36203C3N0 GNMA 30 YR SF LN 345605 680,017 631,029 687,239 3,683 7.1156 6.5000 03/15/2024 GNMA
36203C3N0 GNMA 30 YR SF LN 345605 181,285 168,226 183,210 982 7.1156 6.5000 03/15/2024 GNMA
36203DMC1 GNMA 30 YR SF LN 346055 154,613 143,483 156,255 837 7.1167 6.5000 01/15/2024 GNMA
36203DMC1 GNMA 30 YR SF LN 346055 621,158 576,439 627,755 3,365 7.1167 6.5000 01/15/2024 GNMA
36203EAC2 GNMA 30 YR SF LN 346603 582,330 543,628 600,889 3,640 8.1265 7.5000 06/15/2023 GNMA
36203EAM0 GNMA 30 YR SF LN 346612 129,576 120,965 133,706 810 8.1265 7.5000 06/15/2023 GNMA
36203EBV9 GNMA 30 YR SF LN 346652 91,648 85,556 94,569 573 8.1260 7.5000 07/15/2023 GNMA
36203ECH9 GNMA 30 YR SF LN 346672 66,311 61,903 68,424 414 8.1260 7.5000 07/15/2023 GNMA
36203ENS3 GNMA 30 YR SF LN 347001 299,787 278,205 302,971 1,624 7.1167 6.5000 01/15/2024 GNMA
36203ENS3 GNMA 30 YR SF LN 347001 24,919 23,125 25,184 135 7.1167 6.5000 01/15/2024 GNMA
36203EQ68 GNMA 30 YR SF LN 347077 171,625 177,817 183,386 1,287 8.6432 9.0000 01/15/2023 GNMA
36203EQ68 GNMA 30 YR SF LN 347077 215,778 223,564 230,565 1,618 8.6432 9.0000 01/15/2023 GNMA
36203ESL3 GNMA 30 YR SF LN 347123 285,355 264,818 288,474 1,546 7.1173 6.5000 12/15/2023 GNMA
36203ESL3 GNMA 30 YR SF LN 347123 304,171 282,281 307,496 1,648 7.1173 6.5000 12/15/2023 GNMA
36203EXM5 GNMA 30 YR SF LN 347284 337,835 336,688 345,646 1,971 7.0275 7.0000 10/15/2027 GNMA
36203EXM5 GNMA 30 YR SF LN 347284 147,832 147,331 151,250 862 7.0275 7.0000 10/15/2027 GNMA
36203FEH4 GNMA 30 YR SF LN 347636 92,290 85,787 95,231 577 8.1666 7.5000 06/15/2023 GNMA
36203FH81 GNMA 30 YR SF LN 347755 183,915 170,962 189,776 1,149 8.1677 7.5000 04/15/2023 GNMA
36203FH81 GNMA 30 YR SF LN 347755 95,610 89,260 98,657 598 8.1276 7.5000 04/15/2023 GNMA
36203FKU8 GNMA 30 YR SF LN 347807 8,826 8,240 9,107 55 8.1265 7.5000 06/15/2023 GNMA
36203FVM4 GNMA 30 YR SF LN 348120 439,111 390,969 449,399 2,561 8.0247 7.0000 06/15/2023 GNMA
36203FVM4 GNMA 30 YR SF LN 348120 143,557 127,818 146,921 837 8.0247 7.0000 06/15/2023 GNMA
36203FVM4 GNMA 30 YR SF LN 348120 447,350 398,305 457,831 2,610 8.0247 7.0000 06/15/2023 GNMA
36203FVM4 GNMA 30 YR SF LN 348120 135,318 120,482 138,489 789 8.0247 7.0000 06/15/2023 GNMA
36203FVM4 GNMA 30 YR SF LN 348120 430,872 383,634 440,967 2,513 8.0247 7.0000 06/15/2023 GNMA
36203FVM4 GNMA 30 YR SF LN 348120 151,796 135,154 155,353 885 8.0247 7.0000 06/15/2023 GNMA
36203FVM4 GNMA 30 YR SF LN 348120 455,589 405,641 466,263 2,658 8.0247 7.0000 06/15/2023 GNMA
36203FVM4 GNMA 30 YR SF LN 348120 112,228 99,924 114,858 655 8.0247 7.0000 06/15/2023 GNMA
36203FVM4 GNMA 30 YR SF LN 348120 219,179 195,150 224,314 1,279 8.0247 7.0000 06/15/2023 GNMA
36203FVM4 GNMA 30 YR SF LN 348120 135,010 120,209 138,173 788 8.0247 7.0000 06/15/2023 GNMA
36203FVM4 GNMA 30 YR SF LN 348120 160,035 142,490 163,785 934 8.0247 7.0000 06/15/2023 GNMA
36203FW68 GNMA 30 YR SF LN 348169 162,336 151,544 167,510 1,015 8.1260 7.5000 07/15/2023 GNMA
36203FXH3 GNMA 30 YR SF LN 348180 278,626 260,098 287,506 1,741 8.1255 7.5000 08/15/2023 GNMA
36203GKH5 GNMA 30 YR SF LN 348696 26,135 24,399 26,968 163 8.1265 7.5000 06/15/2023 GNMA
36203GPH0 GNMA 30 YR SF LN 348824 300,820 279,620 310,407 1,880 8.1666 7.5000 06/15/2023 GNMA
</TABLE>
Page 49 of 141
<PAGE> 206
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36203GR62 GNMA 30 YR SF LN 348909 375,896 350,900 387,876 2,349 8.1255 7.5000 08/15/2023 GNMA
36203GSC8 GNMA 30 YR SF LN 348915 391,016 365,014 403,478 2,444 8.1255 7.5000 08/15/2023 GNMA
36203GSR5 GNMA 15 YR SF LN 348928 250,947 258,135 257,336 1,464 6.5972 7.0000 08/15/2008 GNMA
36203GSR5 GNMA 15 YR SF LN 348928 180,494 185,663 185,089 1,053 6.5972 7.0000 08/15/2008 GNMA
36203GSR5 GNMA 15 YR SF LN 348928 176,688 181,748 181,186 1,031 6.5972 7.0000 08/15/2008 GNMA
36203GS79 GNMA 30 YR SF LN 348942 246,007 228,658 253,847 1,538 8.1656 7.5000 08/15/2023 GNMA
36203HAK7 GNMA 30 YR SF LN 349310 578,684 596,878 618,341 4,340 8.6882 9.0000 02/15/2023 GNMA
36203HAK7 GNMA 30 YR SF LN 349310 300,553 310,002 321,150 2,254 8.6882 9.0000 02/15/2023 GNMA
36203HAK7 GNMA 30 YR SF LN 349310 428,945 442,496 458,341 3,217 8.6868 9.0000 02/15/2023 GNMA
36203HAK7 GNMA 30 YR SF LN 349310 414,532 435,007 442,940 3,109 8.5170 9.0000 02/15/2023 GNMA
36203HHW4 GNMA 30 YR SF LN 349545 215,109 200,830 221,965 1,344 8.1286 7.5000 02/15/2023 GNMA
36203HLC3 GNMA 30 YR SF LN 349623 48,423 45,205 49,966 303 8.1265 7.5000 06/15/2023 GNMA
36203HLP4 GNMA 30 YR SF LN 349634 352,761 327,884 364,003 2,205 8.1656 7.5000 08/15/2023 GNMA
36203HMS7 GNMA 30 YR SF LN 349669 102,108 94,917 105,362 638 8.1677 7.5000 04/15/2023 GNMA
36203HPL9 GNMA 30 YR SF LN 349727 240,628 214,256 246,266 1,404 8.0256 7.0000 05/15/2023 GNMA
36203HPL9 GNMA 30 YR SF LN 349727 54,836 48,826 56,121 320 8.0256 7.0000 05/15/2023 GNMA
36203HPL9 GNMA 30 YR SF LN 349727 121,984 108,615 124,842 712 8.0256 7.0000 05/15/2023 GNMA
36203HPL9 GNMA 30 YR SF LN 349727 610,153 543,281 624,449 3,559 8.0256 7.0000 05/15/2023 GNMA
36203HPL9 GNMA 30 YR SF LN 349727 50,684 45,129 51,872 296 8.0256 7.0000 05/15/2023 GNMA
36203HPL9 GNMA 30 YR SF LN 349727 214,264 190,781 219,284 1,250 8.0256 7.0000 05/15/2023 GNMA
36203HPL9 GNMA 30 YR SF LN 349727 60,028 53,449 61,434 350 8.0256 7.0000 05/15/2023 GNMA
36203HPL9 GNMA 30 YR SF LN 349727 141,189 125,716 144,497 824 8.0256 7.0000 05/15/2023 GNMA
36203HPL9 GNMA 30 YR SF LN 349727 196,952 175,367 201,567 1,149 8.0256 7.0000 05/15/2023 GNMA
36203HPL9 GNMA 30 YR SF LN 349727 259,111 230,713 265,182 1,511 8.0256 7.0000 05/15/2023 GNMA
36203HPL9 GNMA 30 YR SF LN 349727 619,497 551,601 634,012 3,614 8.0256 7.0000 05/15/2023 GNMA
36203HQB0 GNMA 30 YR SF LN 349750 116,902 121,123 124,913 877 8.6437 9.0000 03/15/2023 GNMA
36203HQB0 GNMA 30 YR SF LN 349750 43,968 45,556 46,981 330 8.6437 9.0000 03/15/2023 GNMA
36203HZL8 GNMA 30 YR SF LN 350047 312,849 315,042 322,819 1,955 7.4374 7.5000 02/15/2023 GNMA
36203HZL8 GNMA 30 YR SF LN 350047 46,294 46,619 47,769 289 7.4374 7.5000 02/15/2023 GNMA
36203H4T5 GNMA 30 YR SF LN 350134 82,623 76,806 85,256 516 8.1682 7.5000 03/15/2023 GNMA
36203H7A3 GNMA 30 YR SF LN 350189 171,962 159,855 177,442 1,075 8.1682 7.5000 03/15/2023 GNMA
36203JLH8 GNMA 30 YR SF LN 350528 424,024 395,844 437,538 2,650 8.1265 7.5000 06/15/2023 GNMA
36203JMR5 GNMA 30 YR SF LN 350568 29,576 27,611 30,519 185 8.1265 7.5000 06/15/2023 GNMA
36203JMS3 GNMA 30 YR SF LN 350569 18,165 16,885 18,744 114 8.1666 7.5000 06/15/2023 GNMA
36203JYP6 GNMA 15 YR SF LN 350918 248,117 255,895 254,474 1,447 6.5599 7.0000 08/15/2008 GNMA
36203J2X4 GNMA 30 YR SF LN 350990 87,469 81,305 90,257 547 8.1666 7.5000 06/15/2023 GNMA
36203J2X4 GNMA 30 YR SF LN 350990 24,216 22,510 24,988 151 8.1666 7.5000 06/15/2023 GNMA
36203J6A0 GNMA 30 YR SF LN 351065 94,449 87,800 97,459 590 8.1682 7.5000 03/15/2023 GNMA
36203KFZ2 GNMA 30 YR SF LN 351284 127,804 119,310 131,877 799 8.1265 7.5000 06/15/2023 GNMA
36203KGZ1 GNMA 15 YR SF LN 351316 209,609 215,647 214,946 1,223 6.6022 7.0000 11/15/2008 GNMA
36203KGZ1 GNMA 15 YR SF LN 351316 72,436 74,523 74,280 423 6.6022 7.0000 11/15/2008 GNMA
36203KGZ1 GNMA 15 YR SF LN 351316 271,035 278,841 277,936 1,581 6.6022 7.0000 11/15/2008 GNMA
36203KHS6 GNMA 30 YR SF LN 351341 286,495 266,267 295,626 1,791 8.1642 7.5000 11/15/2023 GNMA
36203KJW5 GNMA 30 YR SF LN 351377 453,932 452,378 458,893 2,459 6.5278 6.5000 12/15/2023 GNMA
36203KVQ4 GNMA 15 YR SF LN 351723 201,880 207,684 207,020 1,178 6.6006 7.0000 10/15/2008 GNMA
36203LA36 GNMA 30 YR SF LN 352026 397,783 371,308 410,460 2,486 8.1240 7.5000 11/15/2023 GNMA
36203LBV3 GNMA 30 YR SF LN 352052 258,971 260,792 267,224 1,619 7.4378 7.5000 10/15/2023 GNMA
36203LBV3 GNMA 30 YR SF LN 352052 25,172 25,349 25,974 157 7.4378 7.5000 10/15/2023 GNMA
36203LBV3 GNMA 30 YR SF LN 352052 251,071 252,836 259,073 1,569 7.4378 7.5000 10/15/2023 GNMA
36203LBV3 GNMA 30 YR SF LN 352052 259,044 260,866 267,300 1,619 7.4378 7.5000 10/15/2023 GNMA
36203LBV3 GNMA 30 YR SF LN 352052 75,139 75,668 77,534 470 7.4378 7.5000 10/15/2023 GNMA
36203LBV3 GNMA 30 YR SF LN 352052 271,590 273,500 280,246 1,697 7.4378 7.5000 10/15/2023 GNMA
36203LBV3 GNMA 30 YR SF LN 352052 96,489 97,168 99,564 603 7.4378 7.5000 10/15/2023 GNMA
36203LBV3 GNMA 30 YR SF LN 352052 16,667 16,784 17,198 104 7.4378 7.5000 10/15/2023 GNMA
36203LDS8 GNMA 30 YR SF LN 352113 386,623 360,913 398,945 2,416 8.1255 7.5000 08/15/2023 GNMA
36203LEP3 GNMA 30 YR SF LN 352142 503,537 468,038 519,585 3,147 8.1661 7.5000 07/15/2023 GNMA
36203LEQ1 GNMA 30 YR SF LN 352143 373,741 348,895 385,652 2,336 8.1260 7.5000 07/15/2023 GNMA
36203LGJ5 GNMA 15 YR SF LN 352201 396,286 407,708 406,439 2,312 6.5871 7.0000 05/15/2008 GNMA
36203LGJ5 GNMA 15 YR SF LN 352201 207,967 213,961 213,295 1,213 6.5871 7.0000 05/15/2008 GNMA
36203LGJ5 GNMA 15 YR SF LN 352201 321,652 330,923 329,893 1,876 6.5871 7.0000 05/15/2008 GNMA
36203LQ54 GNMA 30 YR SF LN 352476 13,068 12,200 13,484 82 8.1265 7.5000 06/15/2023 GNMA
</TABLE>
Page 50 of 141
<PAGE> 207
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36203LWL2 GNMA 15 YR SF LN 352651 95,355 98,098 97,798 556 6.5853 7.0000 04/15/2008 GNMA
36203LWL2 GNMA 15 YR SF LN 352651 183,532 188,811 188,234 1,071 6.5853 7.0000 04/15/2008 GNMA
36203LWL2 GNMA 15 YR SF LN 352651 507,823 522,429 520,833 2,962 6.5853 7.0000 04/15/2008 GNMA
36203L5L2 GNMA 15 YR SF LN 352851 109,997 113,541 112,798 642 6.5637 7.0000 02/15/2009 GNMA
36203L5L2 GNMA 15 YR SF LN 352851 192,491 198,692 197,392 1,123 6.5637 7.0000 02/15/2009 GNMA
36203MHL7 GNMA 15 YR SF LN 353135 15,457 15,905 15,851 90 6.5905 7.0000 07/15/2008 GNMA
36203MHQ6 GNMA 30 YR SF LN 353139 515,186 480,927 531,605 3,220 8.1255 7.5000 08/15/2023 GNMA
36203MSW1 GNMA 30 YR SF LN 353433 274,487 277,318 282,977 1,716 7.4128 7.5000 04/15/2027 GNMA
36203MTB6 GNMA 30 YR SF LN 353446 82,050 83,877 84,588 513 7.3135 7.5000 04/15/2027 GNMA
36203MXH8 GNMA 30 YR SF LN 353580 261,087 242,329 263,941 1,414 7.1202 6.5000 07/15/2023 GNMA
36203MXH8 GNMA 30 YR SF LN 353580 67,300 62,466 68,036 365 7.1202 6.5000 07/15/2023 GNMA
36203M3J7 GNMA 30 YR SF LN 353701 609,787 615,715 628,648 3,811 7.4179 7.5000 06/15/2027 GNMA
36203M3J7 GNMA 30 YR SF LN 353701 725,758 732,813 748,206 4,536 7.4179 7.5000 06/15/2027 GNMA
36203M3J7 GNMA 30 YR SF LN 353701 725,758 732,813 748,206 4,536 7.4179 7.5000 06/15/2027 GNMA
36203M3J7 GNMA 30 YR SF LN 353701 725,758 732,813 748,206 4,536 7.4179 7.5000 06/15/2027 GNMA
36203M3J7 GNMA 30 YR SF LN 353701 725,758 732,813 748,206 4,536 7.4179 7.5000 06/15/2027 GNMA
36203M3J7 GNMA 30 YR SF LN 353701 725,758 732,813 748,206 4,536 7.4179 7.5000 06/15/2027 GNMA
36203M3J7 GNMA 30 YR SF LN 353701 725,758 732,813 748,206 4,536 7.4179 7.5000 06/15/2027 GNMA
36203M5D8 GNMA 30 YR SF LN 353744 430,966 435,411 444,296 2,694 7.4130 7.5000 07/15/2027 GNMA
36203M7C8 GNMA 30 YR SF LN 353791 134,289 135,674 138,443 839 7.4131 7.5000 08/15/2027 GNMA
36203NED6 GNMA 15 YR SF LN 353932 111,547 114,760 114,387 651 6.6022 7.0000 11/15/2008 GNMA
36203NEL8 GNMA 30 YR SF LN 353939 381,632 354,157 385,685 2,067 7.1167 6.5000 01/15/2024 GNMA
36203NEL8 GNMA 30 YR SF LN 353939 126,921 117,784 128,269 687 7.1167 6.5000 01/15/2024 GNMA
36203NKY3 GNMA 30 YR SF LN 354111 32,629 30,461 33,669 204 8.1270 7.5000 05/15/2023 GNMA
36203NZ76 GNMA 30 YR SF LN 354566 11,951,823 11,398,316 12,332,728 74,699 7.9304 7.5000 04/15/2023 GNMA
36203N3K2 GNMA 30 YR SF LN 354602 12,682,906 12,608,988 12,980,066 73,984 7.0501 7.0000 06/15/2023 GNMA
36203N5T1 GNMA 30 YR SF LN 354658 19,515,135 18,609,767 20,137,082 121,970 7.9287 7.5000 09/15/2023 GNMA
36203PAW3 GNMA 30 YR SF LN 354721 18,461 18,399 18,663 100 6.5278 6.5000 12/15/2023 GNMA
36203PDJ9 GNMA 30 YR SF LN 354805 396,422 410,546 412,279 2,643 7.6803 8.0000 04/15/2024 GNMA
36203PPU1 GNMA 30 YR SF LN 355135 608,397 564,553 614,858 3,295 7.1150 6.5000 04/15/2024 GNMA
36203PPU1 GNMA 30 YR SF LN 355135 154,993 143,823 156,639 840 7.1150 6.5000 04/15/2024 GNMA
36203PTE3 GNMA 30 YR SF LN 355249 305,325 285,021 315,056 1,908 8.1255 7.5000 08/15/2023 GNMA
36203PT37 GNMA 15 YR SF LN 355270 383,590 394,619 393,356 2,238 6.6006 7.0000 10/15/2008 GNMA
36203PT37 GNMA 15 YR SF LN 355270 260,535 268,026 267,168 1,520 6.6006 7.0000 10/15/2008 GNMA
36203PWB5 GNMA 30 YR SF LN 355342 521,726 484,945 538,353 3,261 8.1661 7.5000 07/15/2023 GNMA
36203P3F8 GNMA 30 YR SF LN 355498 45,501 42,477 46,951 284 8.1260 7.5000 07/15/2023 GNMA
36203QBG5 GNMA 30 YR SF LN 355639 96,560 89,753 99,637 604 8.1661 7.5000 07/15/2023 GNMA
36203QEA5 GNMA 30 YR SF LN 355729 25,605 23,903 26,421 160 8.1260 7.5000 07/15/2023 GNMA
36203QHF1 GNMA 30 YR SF LN 355830 78,859 73,294 81,372 493 8.1646 7.5000 10/15/2023 GNMA
36203QHF1 GNMA 30 YR SF LN 355830 17,345 16,121 17,898 108 8.1646 7.5000 10/15/2023 GNMA
36203QH53 GNMA 30 YR SF LN 355852 131,176 121,729 132,569 711 7.1161 6.5000 02/15/2024 GNMA
36203QH53 GNMA 30 YR SF LN 355852 693,831 643,864 701,199 3,758 7.1161 6.5000 02/15/2024 GNMA
36203QH53 GNMA 30 YR SF LN 355852 180,939 167,909 182,861 980 7.1161 6.5000 02/15/2024 GNMA
36203QKE0 GNMA 30 YR SF LN 355893 701,066 726,049 729,109 4,674 7.6815 8.0000 08/15/2024 GNMA
36203QYQ8 GNMA 30 YR SF LN 356319 59,598 55,398 61,497 372 8.1666 7.5000 06/15/2023 GNMA
36203QYQ8 GNMA 30 YR SF LN 356319 17,567 16,329 18,127 110 8.1666 7.5000 06/15/2023 GNMA
36203Q3E9 GNMA 30 YR SF LN 356397 333,859 309,840 337,508 1,808 7.1178 6.5000 11/15/2023 GNMA
36203Q3E9 GNMA 30 YR SF LN 356397 350,815 325,577 354,649 1,900 7.1178 6.5000 11/15/2023 GNMA
36203Q4C2 GNMA 30 YR SF LN 356419 115,768 119,950 123,702 868 8.6441 9.0000 05/15/2023 GNMA
36203Q4C2 GNMA 30 YR SF LN 356419 71,819 74,414 76,741 539 8.6441 9.0000 05/15/2023 GNMA
36203RJ59 GNMA 30 YR SF LN 356784 106,321 98,833 109,709 665 8.1677 7.5000 04/15/2023 GNMA
36203RN62 GNMA 30 YR SF LN 356913 17,825 16,641 18,393 111 8.1265 7.5000 06/15/2023 GNMA
36203RP29 GNMA 30 YR SF LN 356941 52,308 48,832 53,975 327 8.1265 7.5000 06/15/2023 GNMA
36203RR76 GNMA 30 YR SF LN 357010 36,843 34,394 38,017 230 8.1260 7.5000 07/15/2023 GNMA
36203RT90 GNMA 30 YR SF LN 357076 453,512 423,363 467,965 2,834 8.1260 7.5000 07/15/2023 GNMA
36203RY52 GNMA 30 YR SF LN 357232 32,725 31,509 32,500 164 6.2962 6.0000 11/15/2023 GNMA
36203SGV3 GNMA 15 YR SF LN 357612 251,920 259,162 258,334 1,470 6.6006 7.0000 10/15/2008 GNMA
36203SHQ3 GNMA 30 YR SF LN 357639 149,874 139,312 154,650 937 8.1666 7.5000 06/15/2023 GNMA
36203SMA2 GNMA 30 YR SF LN 357753 140,609 130,476 142,102 762 7.1150 6.5000 04/15/2024 GNMA
36203SMA2 GNMA 30 YR SF LN 357753 220,571 204,676 222,913 1,195 7.1150 6.5000 04/15/2024 GNMA
36203SN52 GNMA 30 YR SF LN 357812 302,259 280,521 305,563 1,637 7.1184 6.5000 10/15/2023 GNMA
</TABLE>
Page 51 of 141
<PAGE> 208
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36203S4E4 GNMA 30 YR SF LN 358221 109,073 101,384 112,549 682 8.1661 7.5000 07/15/2023 GNMA
36203S4G9 GNMA 15 YR SF LN 358223 520,486 535,552 533,738 3,036 6.5905 7.0000 07/15/2008 GNMA
36203S4G9 GNMA 15 YR SF LN 358223 317,219 326,401 325,295 1,850 6.5905 7.0000 07/15/2008 GNMA
36203S5K9 GNMA 30 YR SF LN 358250 101,927 94,607 103,041 552 7.1208 6.5000 06/15/2023 GNMA
36203S5K9 GNMA 30 YR SF LN 358250 245,756 228,107 248,442 1,331 7.1208 6.5000 06/15/2023 GNMA
36203TRZ0 GNMA 30 YR SF LN 358804 21,672 20,232 22,363 135 8.1265 7.5000 06/15/2023 GNMA
36203TUA1 GNMA 30 YR SF LN 358877 5,724 5,344 5,906 36 8.1265 7.5000 06/15/2023 GNMA
36203TX42 GNMA 30 YR SF LN 358999 10,919 10,194 11,267 68 8.1265 7.5000 06/15/2023 GNMA
36203UHH8 GNMA 15 YR SF LN 359432 168,688 173,547 172,983 984 6.6022 7.0000 11/15/2008 GNMA
36203UHM7 GNMA 30 YR SF LN 359436 561,054 520,690 567,186 3,039 7.1178 6.5000 11/15/2023 GNMA
36203UHM7 GNMA 30 YR SF LN 359436 160,414 148,873 162,167 869 7.1178 6.5000 11/15/2023 GNMA
36203UUS9 GNMA 15 YR SF LN 359793 433,312 445,854 444,344 2,528 6.5905 7.0000 07/15/2008 GNMA
36203UUS9 GNMA 15 YR SF LN 359793 350,234 360,372 359,151 2,043 6.5905 7.0000 07/15/2008 GNMA
36203UUS9 GNMA 15 YR SF LN 359793 244,615 251,696 250,843 1,427 6.5905 7.0000 07/15/2008 GNMA
36203UZA3 GNMA 15 YR SF LN 359937 196,594 202,792 201,599 1,147 6.5654 7.0000 11/15/2008 GNMA
36203U2P6 GNMA 30 YR SF LN 359982 19,018 18,311 18,881 95 6.2954 6.0000 01/15/2024 GNMA
36203VB74 GNMA 30 YR SF LN 360162 496,264 460,598 501,688 2,688 7.1196 6.5000 08/15/2023 GNMA
36203VKK5 GNMA 15 YR SF LN 360398 176,403 181,465 180,894 1,029 6.5989 7.0000 09/15/2008 GNMA
36203VKV1 GNMA 30 YR SF LN 360408 671,180 622,926 678,516 3,636 7.1190 6.5000 09/15/2023 GNMA
36203VKV1 GNMA 30 YR SF LN 360408 94,329 87,548 95,360 511 7.1190 6.5000 09/15/2023 GNMA
36203VXY1 GNMA 15 YR SF LN 360795 76,041 78,491 77,977 444 6.5637 7.0000 02/15/2009 GNMA
36203V3Q1 GNMA 30 YR SF LN 360907 301,887 281,812 311,508 1,887 8.1255 7.5000 08/15/2023 GNMA
36203WZY7 GNMA 30 YR SF LN 361759 110,041 102,336 113,734 688 8.1768 7.5000 12/15/2021 GNMA
36203WZ27 GNMA 15 YR SF LN 361761 403,752 415,343 414,032 2,355 6.5988 7.0000 09/15/2008 GNMA
36203WZ27 GNMA 15 YR SF LN 361761 403,752 415,343 414,032 2,355 6.5988 7.0000 09/15/2008 GNMA
36203WZ27 GNMA 15 YR SF LN 361761 108,459 111,573 111,220 633 6.5988 7.0000 09/15/2008 GNMA
36203XBJ4 GNMA 30 YR SF LN 361941 109,956 113,361 116,587 779 8.2125 8.5000 05/15/2025 GNMA
36203XE77 GNMA 30 YR SF LN 362058 51,795 48,352 53,446 324 8.1260 7.5000 07/15/2023 GNMA
36203XGP5 GNMA 30 YR SF LN 362106 487,781 455,335 503,327 3,049 8.1250 7.5000 09/15/2023 GNMA
36203XMT0 GNMA 30 YR SF LN 362270 428,576 443,846 445,719 2,857 7.6806 8.0000 05/15/2024 GNMA
36203XP91 GNMA 30 YR SF LN 362348 27,166 26,157 26,979 136 6.2958 6.0000 12/15/2023 GNMA
36203XS80 GNMA 30 YR SF LN 362443 176,507 164,763 182,132 1,103 8.1245 7.5000 10/15/2023 GNMA
36203X4D5 GNMA 30 YR SF LN 362720 641,566 595,409 648,578 3,475 7.1178 6.5000 11/15/2023 GNMA
36203X4D5 GNMA 30 YR SF LN 362720 221,503 205,568 223,924 1,200 7.1178 6.5000 11/15/2023 GNMA
36203YFL3 GNMA 30 YR SF LN 362971 494,259 461,401 510,011 3,089 8.1260 7.5000 07/15/2023 GNMA
36203YFT6 GNMA 15 YR SF LN 362978 214,802 220,942 220,271 1,253 6.5955 7.0000 07/15/2008 GNMA
36203YHE7 GNMA 15 YR SF LN 363029 190,284 195,744 195,129 1,110 6.5989 7.0000 09/15/2008 GNMA
36203YHE7 GNMA 15 YR SF LN 363029 445,632 458,419 456,978 2,600 6.5989 7.0000 09/15/2008 GNMA
36203YJQ8 GNMA 15 YR SF LN 363071 157,781 162,301 161,798 920 6.5972 7.0000 08/15/2008 GNMA
36203YJX3 GNMA 30 YR SF LN 363078 188,328 189,652 194,330 1,177 7.4378 7.5000 09/15/2023 GNMA
36203YJ21 GNMA 15 YR SF LN 363081 64,233 66,077 65,868 375 6.5989 7.0000 09/15/2008 GNMA
36203YNV2 GNMA 30 YR SF LN 363204 205,637 191,117 212,191 1,285 8.1635 7.5000 12/15/2023 GNMA
362032PY4 GNMA 30 YR SF LN 6739 54,799 52,833 56,615 342 8.1970 7.5000 09/15/2005 GNMA
362032X25 GNMA 30 YR SF LN 6997 107,573 103,044 111,881 717 8.7590 8.0000 08/15/2006 GNMA
362033KD3 GNMA 30 YR SF LN 7492 75,727 72,235 78,452 505 8.8994 8.0000 11/15/2005 GNMA
362033KD3 GNMA 30 YR SF LN 7492 106,658 108,117 110,496 711 7.7427 8.0000 11/15/2005 GNMA
362033Y63 GNMA 30 YR SF LN 7933 6,652 6,443 6,872 42 8.1178 7.5000 08/15/2005 GNMA
3620334D1 GNMA 30 YR SF LN 8020 39,001 39,556 40,563 260 7.7484 8.0000 06/15/2006 GNMA
362034GY0 GNMA 30 YR SF LN 8315 47,524 45,614 49,234 317 8.7809 8.0000 11/15/2005 GNMA
362034SF8 GNMA 30 YR SF LN 8618 7,236 7,004 7,476 45 8.1121 7.5000 11/15/2005 GNMA
362034SV3 GNMA 30 YR SF LN 8632 65,002 65,166 67,156 406 7.4530 7.5000 11/15/2005 GNMA
362034T42 GNMA 30 YR SF LN 8671 94,461 95,805 98,244 630 7.7484 8.0000 06/15/2006 GNMA
362034VX5 GNMA 30 YR SF LN 8730 137,256 131,410 142,753 915 8.7681 8.0000 08/15/2006 GNMA
3620344T4 GNMA 30 YR SF LN 8934 112,669 114,272 116,723 751 7.7484 8.0000 06/15/2006 GNMA
3620346W5 GNMA 30 YR SF LN 8985 30,582 29,287 31,807 204 8.7695 8.0000 07/15/2006 GNMA
362035BP1 GNMA 30 YR SF LN 9046 116,774 113,040 120,644 730 8.1140 7.5000 10/15/2005 GNMA
362035BP1 GNMA 30 YR SF LN 9046 29,251 28,135 30,220 183 8.2354 7.5000 10/15/2005 GNMA
362035BY2 GNMA 30 YR SF LN 9055 1,751 1,695 1,809 11 8.1103 7.5000 12/15/2005 GNMA
362035BZ9 GNMA 30 YR SF LN 9056 39,628 38,346 40,775 248 8.1103 7.5000 12/15/2005 GNMA
362035DS3 GNMA 30 YR SF LN 9113 81,420 78,666 84,349 543 8.6490 8.0000 12/15/2005 GNMA
362035ER4 GNMA 30 YR SF LN 9144 21,569 20,557 22,433 144 8.8551 8.0000 07/15/2006 GNMA
</TABLE>
Page 52 of 141
<PAGE> 209
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362035N45 GNMA 30 YR SF LN 9411 141,168 138,213 145,846 882 7.8884 7.5000 01/15/2006 GNMA
362035PA9 GNMA 30 YR SF LN 9417 10,721 10,372 11,076 67 8.1085 7.5000 01/15/2006 GNMA
362035PM3 GNMA 30 YR SF LN 9428 59,801 57,854 61,783 374 8.1085 7.5000 01/15/2006 GNMA
362035SF5 GNMA 30 YR SF LN 9518 203,266 206,142 211,407 1,355 7.7476 8.0000 05/15/2006 GNMA
362035T31 GNMA 30 YR SF LN 9570 71,086 68,093 73,933 474 8.7590 8.0000 08/15/2006 GNMA
362035UL9 GNMA 30 YR SF LN 9587 48,353 48,485 50,142 302 7.4552 7.5000 02/15/2007 GNMA
362035ZQ3 GNMA 30 YR SF LN 9751 130,762 132,641 135,999 872 7.7499 8.0000 08/15/2006 GNMA
3620352P1 GNMA 30 YR SF LN 9782 69,371 70,353 72,149 462 7.7476 8.0000 05/15/2006 GNMA
3620354U8 GNMA 30 YR SF LN 9835 153,620 147,115 159,772 1,024 8.7695 8.0000 07/15/2006 GNMA
3620355M5 GNMA 30 YR SF LN 9852 104,572 100,215 108,760 697 8.7629 8.0000 06/15/2006 GNMA
362036E35 GNMA 30 YR SF LN 10054 81,704 77,784 84,644 545 8.8894 8.0000 05/15/2006 GNMA
362036KS3 GNMA 30 YR SF LN 10205 84,420 85,621 87,801 563 7.7484 8.0000 06/15/2006 GNMA
362036LJ2 GNMA 30 YR SF LN 10229 77,692 78,814 80,804 518 7.7506 8.0000 09/15/2006 GNMA
362036RK3 GNMA 30 YR SF LN 10390 116,317 117,997 120,975 775 7.7506 8.0000 09/15/2006 GNMA
362036RS6 GNMA 30 YR SF LN 10397 205,258 195,577 213,479 1,368 8.8530 8.0000 08/15/2006 GNMA
362036RT4 GNMA 30 YR SF LN 10398 42,365 42,965 43,889 282 7.7476 8.0000 05/15/2006 GNMA
362036RY3 GNMA 30 YR SF LN 10403 196,293 199,070 204,155 1,309 7.7476 8.0000 05/15/2006 GNMA
362036SB2 GNMA 30 YR SF LN 10414 70,227 71,242 73,040 468 7.7506 8.0000 09/15/2006 GNMA
362036SL0 GNMA 30 YR SF LN 10423 126,807 122,901 131,886 845 8.5514 8.0000 08/15/2006 GNMA
362036S22 GNMA 30 YR SF LN 10437 38,324 36,969 39,703 256 8.6399 8.0000 07/15/2006 GNMA
362036S89 GNMA 30 YR SF LN 10443 155,573 157,797 161,804 1,037 7.7491 8.0000 07/15/2006 GNMA
362036TB1 GNMA 30 YR SF LN 10446 80,212 76,293 83,424 535 8.8846 8.0000 08/15/2006 GNMA
362036WV3 GNMA 30 YR SF LN 10560 165,069 158,588 170,539 1,032 8.2239 7.5000 03/15/2006 GNMA
362036XW0 GNMA 30 YR SF LN 10593 34,117 32,994 35,248 213 8.1050 7.5000 03/15/2006 GNMA
362036ZG3 GNMA 30 YR SF LN 10643 177,479 171,700 183,361 1,109 8.1085 7.5000 01/15/2006 GNMA
362036ZJ7 GNMA 30 YR SF LN 10645 179,457 171,037 186,644 1,196 8.8551 8.0000 07/15/2006 GNMA
362036ZZ1 GNMA 30 YR SF LN 10660 70,725 67,747 73,558 472 8.7590 8.0000 08/15/2006 GNMA
3620362H7 GNMA 30 YR SF LN 10676 92,114 87,613 95,803 614 8.8846 8.0000 08/15/2006 GNMA
3620362J3 GNMA 30 YR SF LN 10677 74,385 70,750 77,061 496 8.8846 8.0000 08/15/2006 GNMA
3620363L7 GNMA 30 YR SF LN 10703 167,322 169,702 174,023 1,115 7.7484 8.0000 06/15/2006 GNMA
3620363Q6 GNMA 30 YR SF LN 10707 140,780 142,782 146,418 939 7.7484 8.0000 06/15/2006 GNMA
3620364Z5 GNMA 30 YR SF LN 10740 53,283 50,727 55,417 355 8.8894 8.0000 05/15/2006 GNMA
3620367H2 GNMA 30 YR SF LN 10796 40,016 38,038 41,619 267 8.8815 8.0000 10/15/2006 GNMA
362037AW3 GNMA 30 YR SF LN 10821 64,764 61,710 67,358 432 8.8530 8.0000 08/15/2006 GNMA
362037CA9 GNMA 30 YR SF LN 10865 40,670 41,249 42,299 271 7.7484 8.0000 06/15/2006 GNMA
362037C43 GNMA 30 YR SF LN 10891 21,249 20,394 22,100 142 8.7306 8.0000 07/15/2006 GNMA
362037D34 GNMA 30 YR SF LN 10922 12,173 11,684 12,685 76 8.1558 7.5000 07/15/2007 GNMA
362037ET6 GNMA 30 YR SF LN 10946 71,195 72,213 74,046 475 7.7491 8.0000 07/15/2006 GNMA
362037EX7 GNMA 30 YR SF LN 10950 42,324 40,542 44,019 282 8.7590 8.0000 08/15/2006 GNMA
362037FE8 GNMA 30 YR SF LN 10965 116,394 118,050 121,056 776 7.7484 8.0000 06/15/2006 GNMA
362037FF5 GNMA 30 YR SF LN 10966 192,369 195,119 200,073 1,282 7.7491 8.0000 07/15/2006 GNMA
362037FZ1 GNMA 30 YR SF LN 10984 16,605 15,831 17,270 111 8.8574 8.0000 06/15/2006 GNMA
362037GZ0 GNMA 30 YR SF LN 11016 25,551 25,917 26,574 170 7.7491 8.0000 07/15/2006 GNMA
362037HT3 GNMA 30 YR SF LN 11042 204,419 198,155 212,606 1,363 8.5529 8.0000 07/15/2006 GNMA
362037H97 GNMA 30 YR SF LN 11056 122,694 124,457 127,608 818 7.7499 8.0000 08/15/2006 GNMA
362037JA2 GNMA 30 YR SF LN 11057 76,716 77,824 79,788 511 7.7506 8.0000 09/15/2006 GNMA
362037JD6 GNMA 30 YR SF LN 11060 64,621 65,559 67,209 431 7.7514 8.0000 10/15/2006 GNMA
362037KK8 GNMA 30 YR SF LN 11098 117,676 119,358 122,389 785 7.7491 8.0000 07/15/2006 GNMA
362037KQ5 GNMA 30 YR SF LN 11103 147,547 149,667 153,456 984 7.7499 8.0000 08/15/2006 GNMA
362037KX0 GNMA 30 YR SF LN 11110 12,403 12,023 12,900 83 8.5529 8.0000 07/15/2006 GNMA
362037KX0 GNMA 30 YR SF LN 11110 12,403 12,023 12,900 83 8.5529 8.0000 07/15/2006 GNMA
362037KX0 GNMA 30 YR SF LN 11110 12,403 12,023 12,900 83 8.5529 8.0000 07/15/2006 GNMA
362037K28 GNMA 30 YR SF LN 11113 145,948 148,065 151,199 973 7.7514 8.0000 10/15/2006 GNMA
362037QQ9 GNMA 30 YR SF LN 11263 11,480 11,127 11,893 77 8.5514 8.0000 08/15/2006 GNMA
362037QQ9 GNMA 30 YR SF LN 11263 11,480 11,127 11,893 77 8.5514 8.0000 08/15/2006 GNMA
362037SN4 GNMA 30 YR SF LN 11325 12,751 12,354 13,262 85 8.5485 8.0000 10/15/2006 GNMA
362037SR5 GNMA 30 YR SF LN 11328 2,840 2,753 2,954 19 8.5514 8.0000 08/15/2006 GNMA
362037SR5 GNMA 30 YR SF LN 11328 2,840 2,753 2,954 19 8.5514 8.0000 08/15/2006 GNMA
362037UE1 GNMA 30 YR SF LN 11381 66,741 67,705 69,142 445 7.7506 8.0000 09/15/2006 GNMA
362037UN1 GNMA 30 YR SF LN 11389 66,914 63,758 69,594 446 8.8530 8.0000 08/15/2006 GNMA
362037V83 GNMA 30 YR SF LN 11439 77,626 78,752 80,735 518 7.7514 8.0000 10/15/2006 GNMA
</TABLE>
Page 53 of 141
<PAGE> 210
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362037V83 GNMA 30 YR SF LN 11439 77,626 78,752 80,735 518 7.7514 8.0000 10/15/2006 GNMA
362037WG4 GNMA 30 YR SF LN 11447 74,492 75,558 77,475 497 7.7491 8.0000 07/15/2006 GNMA
362037WW9 GNMA 30 YR SF LN 11461 176,383 178,917 183,447 1,176 7.7499 8.0000 08/15/2006 GNMA
362037YU1 GNMA 30 YR SF LN 11523 92,243 93,562 95,937 615 7.7491 8.0000 07/15/2006 GNMA
362037Y49 GNMA 30 YR SF LN 11531 182,646 185,284 189,961 1,218 7.7506 8.0000 09/15/2006 GNMA
362037Y64 GNMA 30 YR SF LN 11533 49,398 50,105 51,175 329 7.7491 8.0000 07/15/2006 GNMA
362037Z22 GNMA 30 YR SF LN 11561 73,393 69,808 76,332 489 8.8846 8.0000 08/15/2006 GNMA
362037Z22 GNMA 30 YR SF LN 11561 69,619 70,620 72,407 464 7.7499 8.0000 08/15/2006 GNMA
362037Z63 GNMA 30 YR SF LN 11565 49,055 46,644 51,020 327 8.8830 8.0000 09/15/2006 GNMA
3620373A9 GNMA 30 YR SF LN 11593 50,927 48,525 52,967 340 8.8530 8.0000 08/15/2006 GNMA
3620373N1 GNMA 30 YR SF LN 11605 118,338 113,329 123,077 789 8.7571 8.0000 09/15/2006 GNMA
362038AE1 GNMA 30 YR SF LN 11705 124,643 126,425 129,635 831 7.7491 8.0000 07/15/2006 GNMA
362038AF8 GNMA 30 YR SF LN 11706 104,308 105,815 108,486 695 7.7506 8.0000 09/15/2006 GNMA
362038A43 GNMA 30 YR SF LN 11727 55,198 55,999 57,409 368 7.7514 8.0000 10/15/2006 GNMA
362038BG5 GNMA 30 YR SF LN 11739 60,195 57,648 62,361 401 8.7571 8.0000 09/15/2006 GNMA
362038BL4 GNMA 30 YR SF LN 11743 29,754 30,192 30,946 198 7.7535 8.0000 01/15/2007 GNMA
362038CL3 GNMA 30 YR SF LN 11775 128,459 130,314 133,604 856 7.7506 8.0000 09/15/2006 GNMA
362038CM1 GNMA 30 YR SF LN 11776 208,411 198,530 216,758 1,389 8.8508 8.0000 09/15/2006 GNMA
362038CM1 GNMA 30 YR SF LN 11776 98,618 100,042 102,568 657 7.7506 8.0000 09/15/2006 GNMA
362038CV1 GNMA 30 YR SF LN 11784 79,963 81,124 83,166 533 7.7514 8.0000 10/15/2006 GNMA
362038DK4 GNMA 30 YR SF LN 11806 148,916 151,067 154,880 993 7.7506 8.0000 09/15/2006 GNMA
362038DS7 GNMA 30 YR SF LN 11813 34,281 34,779 35,654 229 7.7514 8.0000 10/15/2006 GNMA
362038DV0 GNMA 30 YR SF LN 11816 8,770 8,339 9,121 58 8.8830 8.0000 09/15/2006 GNMA
362038D32 GNMA 30 YR SF LN 11822 68,162 69,141 70,614 454 7.7499 8.0000 08/15/2006 GNMA
362038EF4 GNMA 30 YR SF LN 11834 28,552 28,962 29,579 190 7.7499 8.0000 08/15/2006 GNMA
362038ES6 GNMA 30 YR SF LN 11845 135,719 131,516 141,155 905 8.5500 8.0000 09/15/2006 GNMA
362038E56 GNMA 30 YR SF LN 11856 49,724 47,945 51,715 332 8.6374 8.0000 09/15/2006 GNMA
362038FV8 GNMA 30 YR SF LN 11880 37,575 35,794 39,080 251 8.8508 8.0000 09/15/2006 GNMA
362038FX4 GNMA 30 YR SF LN 11882 186,634 189,316 194,109 1,244 7.7499 8.0000 08/15/2006 GNMA
362038F97 GNMA 30 YR SF LN 11892 104,531 106,041 108,717 697 7.7506 8.0000 09/15/2006 GNMA
362038GH8 GNMA 30 YR SF LN 11900 23,310 22,585 24,244 155 8.5485 8.0000 10/15/2006 GNMA
362038GH8 GNMA 30 YR SF LN 11900 8,547 8,281 8,889 57 8.5485 8.0000 10/15/2006 GNMA
362038GY1 GNMA 30 YR SF LN 11915 68,881 65,496 71,640 459 8.8830 8.0000 09/15/2006 GNMA
362038GZ8 GNMA 30 YR SF LN 11916 51,361 48,914 53,418 342 8.8487 8.0000 10/15/2006 GNMA
362038G39 GNMA 30 YR SF LN 11918 77,539 78,675 80,933 517 7.7528 8.0000 12/15/2006 GNMA
362038H95 GNMA 30 YR SF LN 11956 62,981 60,329 65,503 420 8.7590 8.0000 08/15/2006 GNMA
362038JD4 GNMA 30 YR SF LN 11960 111,337 112,945 115,796 742 7.7506 8.0000 09/15/2006 GNMA
362038K34 GNMA 30 YR SF LN 12014 159,762 154,815 165,510 1,065 8.5500 8.0000 09/15/2006 GNMA
362038LA7 GNMA 30 YR SF LN 12021 62,800 63,707 65,315 419 7.7506 8.0000 09/15/2006 GNMA
362038LB5 GNMA 30 YR SF LN 12022 74,352 70,698 77,330 496 8.8830 8.0000 09/15/2006 GNMA
362038LE9 GNMA 30 YR SF LN 12025 163,342 165,712 169,884 1,089 7.7514 8.0000 10/15/2006 GNMA
362038LP4 GNMA 30 YR SF LN 12034 74,132 75,208 77,101 494 7.7514 8.0000 10/15/2006 GNMA
362038LT6 GNMA 30 YR SF LN 12038 103,296 104,788 107,433 689 7.7506 8.0000 09/15/2006 GNMA
362038MP3 GNMA 30 YR SF LN 12066 85,987 82,348 89,081 573 8.7571 8.0000 09/15/2006 GNMA
362038M24 GNMA 30 YR SF LN 12077 61,762 59,528 64,236 412 8.6350 8.0000 11/15/2006 GNMA
362038PG0 GNMA 30 YR SF LN 12123 28,812 27,663 29,767 180 8.2174 7.5000 06/15/2006 GNMA
362038PK1 GNMA 30 YR SF LN 12126 228,418 219,305 236,867 1,428 8.2174 7.5000 06/15/2006 GNMA
362038PR6 GNMA 30 YR SF LN 12132 107,021 103,437 110,980 669 8.0998 7.5000 06/15/2006 GNMA
362038PT2 GNMA 30 YR SF LN 12134 42,125 40,445 43,683 263 8.2174 7.5000 06/15/2006 GNMA
362038QM6 GNMA 30 YR SF LN 12160 128,104 123,837 132,349 801 8.1015 7.5000 05/15/2006 GNMA
362038Q53 GNMA 30 YR SF LN 12176 71,207 69,692 73,841 445 7.8816 7.5000 05/15/2006 GNMA
362038RA1 GNMA 30 YR SF LN 12181 34,361 33,210 35,632 215 8.0998 7.5000 06/15/2006 GNMA
362038S51 GNMA 30 YR SF LN 12240 20,125 20,417 20,849 134 7.7514 8.0000 10/15/2006 GNMA
362038UA7 GNMA 30 YR SF LN 12277 100,864 102,334 104,904 672 7.7521 8.0000 11/15/2006 GNMA
362038UM1 GNMA 30 YR SF LN 12288 71,801 72,843 74,677 479 7.7514 8.0000 10/15/2006 GNMA
362038UX7 GNMA 30 YR SF LN 12298 53,628 51,710 55,776 358 8.6374 8.0000 09/15/2006 GNMA
362038U25 GNMA 30 YR SF LN 12301 56,550 57,367 58,815 377 7.7506 8.0000 09/15/2006 GNMA
362038VJ7 GNMA 30 YR SF LN 12317 78,753 79,890 81,907 525 7.7506 8.0000 09/15/2006 GNMA
362038VU2 GNMA 30 YR SF LN 12327 4,886 4,734 5,082 33 8.5471 8.0000 11/15/2006 GNMA
362038VX6 GNMA 30 YR SF LN 12330 43,314 43,937 45,049 289 7.7499 8.0000 08/15/2006 GNMA
362038VY4 GNMA 30 YR SF LN 12331 63,661 64,580 66,211 424 7.7506 8.0000 09/15/2006 GNMA
</TABLE>
Page 54 of 141
<PAGE> 211
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362038WP2 GNMA 30 YR SF LN 12354 135,169 137,121 140,583 901 7.7506 8.0000 09/15/2006 GNMA
362038W23 GNMA 30 YR SF LN 12365 23,786 24,130 24,739 159 7.7506 8.0000 09/15/2006 GNMA
362038XQ9 GNMA 30 YR SF LN 12387 84,579 85,807 87,966 564 7.7514 8.0000 10/15/2006 GNMA
362038XV8 GNMA 30 YR SF LN 12392 90,658 91,992 94,289 604 7.7535 8.0000 01/15/2007 GNMA
362038YC9 GNMA 30 YR SF LN 12407 77,519 74,189 80,624 517 8.7515 8.0000 12/15/2006 GNMA
362038YM7 GNMA 30 YR SF LN 12416 56,470 54,044 58,732 376 8.7515 8.0000 12/15/2006 GNMA
362038YU9 GNMA 30 YR SF LN 12423 142,185 144,248 147,880 948 7.7514 8.0000 10/15/2006 GNMA
362038ZW4 GNMA 30 YR SF LN 12457 138,066 133,791 143,596 920 8.5500 8.0000 09/15/2006 GNMA
362038ZW4 GNMA 30 YR SF LN 12457 185,144 187,818 192,559 1,234 7.7506 8.0000 09/15/2006 GNMA
3620383B5 GNMA 30 YR SF LN 12494 71,142 72,170 73,991 474 7.7506 8.0000 09/15/2006 GNMA
3620383T6 GNMA 30 YR SF LN 12510 104,936 101,687 109,139 700 8.5500 8.0000 09/15/2006 GNMA
3620383W9 GNMA 30 YR SF LN 12513 58,324 56,226 60,660 389 8.6362 8.0000 10/15/2006 GNMA
3620384L2 GNMA 30 YR SF LN 12527 233,279 236,663 242,622 1,555 7.7514 8.0000 10/15/2006 GNMA
3620386L0 GNMA 30 YR SF LN 12575 58,145 58,993 60,474 388 7.7521 8.0000 11/15/2006 GNMA
3620386P1 GNMA 30 YR SF LN 12578 72,643 69,072 75,552 484 8.8830 8.0000 09/15/2006 GNMA
3620386V8 GNMA 30 YR SF LN 12584 81,179 77,311 84,430 541 8.8487 8.0000 10/15/2006 GNMA
362039AA7 GNMA 30 YR SF LN 12601 54,079 51,490 56,245 361 8.8465 8.0000 11/15/2006 GNMA
362039BQ1 GNMA 30 YR SF LN 12647 160,447 162,775 166,873 1,070 7.7514 8.0000 10/15/2006 GNMA
362039BY4 GNMA 30 YR SF LN 12655 52,004 52,758 54,087 347 7.7514 8.0000 10/15/2006 GNMA
362039DM8 GNMA 30 YR SF LN 12708 168,621 163,373 175,374 1,124 8.5485 8.0000 10/15/2006 GNMA
362039D63 GNMA 30 YR SF LN 12725 171,826 174,319 178,708 1,146 7.7514 8.0000 10/15/2006 GNMA
362039EW5 GNMA 30 YR SF LN 12749 67,229 64,811 69,922 448 8.6362 8.0000 10/15/2006 GNMA
362039EZ8 GNMA 30 YR SF LN 12752 74,834 71,092 77,831 499 8.8784 8.0000 12/15/2006 GNMA
362039E96 GNMA 30 YR SF LN 12760 154,702 147,368 160,898 1,031 8.8508 8.0000 09/15/2006 GNMA
362039GA1 GNMA 30 YR SF LN 12793 110,693 107,232 115,126 738 8.5471 8.0000 11/15/2006 GNMA
362039K99 GNMA 30 YR SF LN 12920 91,482 87,705 94,866 572 8.2031 7.5000 01/15/2007 GNMA
362039L31 GNMA 30 YR SF LN 12946 26,822 25,532 27,896 179 8.8445 8.0000 12/15/2006 GNMA
362039L56 GNMA 30 YR SF LN 12948 138,552 133,589 144,374 866 8.0781 7.5000 08/15/2007 GNMA
362039MU0 GNMA 30 YR SF LN 12971 79,742 76,317 82,936 532 8.7515 8.0000 12/15/2006 GNMA
362039MW6 GNMA 30 YR SF LN 12973 103,804 105,303 107,961 692 7.7506 8.0000 09/15/2006 GNMA
362039ND7 GNMA 30 YR SF LN 12988 14,316 13,634 14,889 95 8.8487 8.0000 10/15/2006 GNMA
362039PF0 GNMA 30 YR SF LN 13022 17,477 16,641 18,177 117 8.8465 8.0000 11/15/2006 GNMA
362039PN3 GNMA 30 YR SF LN 13029 31,164 31,616 32,285 208 7.7514 8.0000 10/15/2006 GNMA
362039QN2 GNMA 30 YR SF LN 13061 162,354 157,301 168,856 1,082 8.5485 8.0000 10/15/2006 GNMA
362039QZ5 GNMA 30 YR SF LN 13072 157,451 159,747 163,757 1,050 7.7521 8.0000 11/15/2006 GNMA
362039RN1 GNMA 30 YR SF LN 13093 97,673 99,097 101,187 651 7.7521 8.0000 11/15/2006 GNMA
362039R35 GNMA 30 YR SF LN 13106 61,195 58,170 63,646 408 8.8815 8.0000 10/15/2006 GNMA
362039SA8 GNMA 30 YR SF LN 13113 30,054 30,495 31,258 200 7.7528 8.0000 12/15/2006 GNMA
362039SG5 GNMA 30 YR SF LN 13119 1,208 1,227 1,256 8 7.7528 8.0000 12/15/2006 GNMA
362039TC3 GNMA 30 YR SF LN 13147 110,497 105,034 114,922 737 8.8815 8.0000 10/15/2006 GNMA
362039TD1 GNMA 30 YR SF LN 13148 401,912 399,832 418,009 2,679 8.0891 8.0000 11/15/2006 GNMA
362039TH2 GNMA 30 YR SF LN 13152 71,738 72,784 74,319 478 7.7521 8.0000 11/15/2006 GNMA
362039T33 GNMA 30 YR SF LN 13170 51,468 48,924 53,529 343 8.8815 8.0000 10/15/2006 GNMA
362039WH8 GNMA 30 YR SF LN 13248 151,606 144,382 157,678 1,011 8.8487 8.0000 10/15/2006 GNMA
362039YE3 GNMA 30 YR SF LN 13309 122,992 117,683 128,375 820 8.7497 8.0000 01/15/2007 GNMA
362039YV5 GNMA 30 YR SF LN 13324 115,006 109,472 119,612 767 8.8445 8.0000 12/15/2006 GNMA
362039YW3 GNMA 30 YR SF LN 13325 60,507 61,386 62,930 403 7.7514 8.0000 10/15/2006 GNMA
362039YY9 GNMA 30 YR SF LN 13327 72,812 73,874 75,728 485 7.7521 8.0000 11/15/2006 GNMA
362039ZZ5 GNMA 30 YR SF LN 13360 86,614 82,487 90,083 577 8.8487 8.0000 10/15/2006 GNMA
362039Z93 GNMA 30 YR SF LN 13368 76,423 77,543 79,484 509 7.7528 8.0000 12/15/2006 GNMA
3620393Y3 GNMA 30 YR SF LN 13415 68,617 65,331 71,365 457 8.8465 8.0000 11/15/2006 GNMA
3620394N6 GNMA 30 YR SF LN 13429 58,349 59,200 60,686 389 7.7521 8.0000 11/15/2006 GNMA
3620394Z9 GNMA 30 YR SF LN 13440 122,033 116,189 126,920 814 8.8465 8.0000 11/15/2006 GNMA
3620395F2 GNMA 30 YR SF LN 13446 68,842 69,851 71,599 459 7.7528 8.0000 12/15/2006 GNMA
3620396B0 GNMA 30 YR SF LN 13466 113,496 115,151 118,042 757 7.7521 8.0000 11/15/2006 GNMA
3620396J3 GNMA 30 YR SF LN 13473 107,944 104,569 112,267 720 8.5471 8.0000 11/15/2006 GNMA
3620396R5 GNMA 30 YR SF LN 13480 42,863 40,791 44,580 286 8.8424 8.0000 01/15/2007 GNMA
3620396T1 GNMA 30 YR SF LN 13482 46,929 45,293 48,901 293 8.0870 7.5000 02/15/2007 GNMA
36204AFX8 GNMA 15 YR SF LN 363882 130,694 134,466 134,021 762 6.6038 7.0000 12/15/2008 GNMA
36204AUU7 GNMA 30 YR SF LN 364295 612,219 568,204 618,911 3,316 7.1190 6.5000 09/15/2023 GNMA
36204AUU7 GNMA 30 YR SF LN 364295 528,618 490,613 534,396 2,863 7.1190 6.5000 09/15/2023 GNMA
</TABLE>
Page 55 of 141
<PAGE> 212
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36204BAT0 GNMA 30 YR SF LN 364618 319,957 296,962 323,454 1,733 7.1196 6.5000 08/15/2023 GNMA
36204BAT0 GNMA 30 YR SF LN 364618 55,206 51,239 55,809 299 7.1196 6.5000 08/15/2023 GNMA
36204BLC5 GNMA 15 YR SF LN 364923 81,869 84,507 83,941 478 6.5637 7.0000 02/15/2009 GNMA
36204BLC5 GNMA 15 YR SF LN 364923 244,093 251,828 250,271 1,424 6.5706 7.0000 02/15/2009 GNMA
36204BLC5 GNMA 15 YR SF LN 364923 142,795 147,320 146,409 833 6.5706 7.0000 02/15/2009 GNMA
36204BU92 GNMA 30 YR SF LN 365208 429,964 445,289 447,163 2,866 7.6824 8.0000 11/15/2024 GNMA
36204BYK3 GNMA 30 YR SF LN 365314 48,589 50,093 51,519 344 8.2123 8.5000 04/15/2025 GNMA
36204BYK3 GNMA 30 YR SF LN 365314 120,402 124,130 127,663 853 8.2123 8.5000 04/15/2025 GNMA
36204BYK3 GNMA 30 YR SF LN 365314 250,574 258,332 265,686 1,775 8.2123 8.5000 04/15/2025 GNMA
36204CCG4 GNMA 30 YR SF LN 365571 659,204 611,795 666,409 3,571 7.1184 6.5000 10/15/2023 GNMA
36204CCG4 GNMA 30 YR SF LN 365571 108,892 101,061 110,082 590 7.1184 6.5000 10/15/2023 GNMA
36204CFL0 GNMA 15 YR SF LN 365671 30,520 31,396 31,302 178 6.5989 7.0000 09/15/2008 GNMA
36204C6K2 GNMA 30 YR SF LN 366374 536,410 497,805 542,273 2,906 7.1173 6.5000 12/15/2023 GNMA
36204C6K2 GNMA 30 YR SF LN 366374 155,327 144,149 157,025 841 7.1173 6.5000 12/15/2023 GNMA
36204DHM4 GNMA 15 YR SF LN 366636 441,895 454,646 453,146 2,578 6.6038 7.0000 12/15/2008 GNMA
36204DR76 GNMA 30 YR SF LN 366910 189,614 175,946 191,628 1,027 7.1144 6.5000 05/15/2024 GNMA
36204DR76 GNMA 30 YR SF LN 366910 811,061 752,594 819,674 4,393 7.1144 6.5000 05/15/2024 GNMA
36204DR76 GNMA 30 YR SF LN 366910 124,925 115,920 126,252 677 7.1144 6.5000 05/15/2024 GNMA
36204DZ51 GNMA 30 YR SF LN 367164 25,827 24,868 25,649 129 6.2962 6.0000 11/15/2023 GNMA
36204EA56 GNMA 30 YR SF LN 367328 227,286 210,929 229,770 1,231 7.1173 6.5000 12/15/2023 GNMA
36204EA56 GNMA 30 YR SF LN 367328 135,731 125,963 137,215 735 7.1173 6.5000 12/15/2023 GNMA
36204EDY0 GNMA 30 YR SF LN 367419 366,430 340,068 370,435 1,985 7.1178 6.5000 11/15/2023 GNMA
36204EDY0 GNMA 30 YR SF LN 367419 209,661 194,578 211,953 1,136 7.1178 6.5000 11/15/2023 GNMA
36204EKH9 GNMA 30 YR SF LN 367596 228,330 211,904 230,826 1,237 7.1178 6.5000 11/15/2023 GNMA
36204EKH9 GNMA 30 YR SF LN 367596 121,660 112,908 122,990 659 7.1178 6.5000 11/15/2023 GNMA
36204EVZ7 GNMA 30 YR SF LN 367932 258,929 240,307 261,759 1,403 7.1184 6.5000 10/15/2023 GNMA
36204EVZ7 GNMA 30 YR SF LN 367932 121,868 113,103 123,200 660 7.1184 6.5000 10/15/2023 GNMA
36204EZC4 GNMA 30 YR SF LN 368039 492,822 457,367 498,209 2,669 7.1178 6.5000 11/15/2023 GNMA
36204EZC4 GNMA 30 YR SF LN 368039 648,040 601,418 655,123 3,510 7.1178 6.5000 11/15/2023 GNMA
36204E2V8 GNMA 30 YR SF LN 368088 30,152 29,032 29,945 151 6.2962 6.0000 11/15/2023 GNMA
36204FLH5 GNMA 30 YR SF LN 368528 492,583 510,131 512,286 3,284 7.6799 8.0000 03/15/2024 GNMA
36204FPA6 GNMA 30 YR SF LN 368617 407,510 422,027 423,810 2,717 7.6799 8.0000 03/15/2024 GNMA
36204FT46 GNMA 30 YR SF LN 368771 95,489 88,754 98,532 597 8.1651 7.5000 09/15/2023 GNMA
36204FT46 GNMA 30 YR SF LN 368771 163,674 152,128 168,890 1,023 8.1651 7.5000 09/15/2023 GNMA
36204GFL1 GNMA 30 YR SF LN 369271 415,756 385,855 420,300 2,252 7.1184 6.5000 10/15/2023 GNMA
36204GFL1 GNMA 30 YR SF LN 369271 51,248 47,562 51,808 278 7.1184 6.5000 10/15/2023 GNMA
36204GHT2 GNMA 30 YR SF LN 369342 336,926 312,694 340,609 1,825 7.1184 6.5000 10/15/2023 GNMA
36204GNJ7 GNMA 30 YR SF LN 369493 10,416 10,788 10,833 69 7.6821 8.0000 10/15/2024 GNMA
36204HF96 GNMA 15 YR SF LN 370192 78,507 80,773 80,506 458 6.6038 7.0000 12/15/2008 GNMA
36204HGW4 GNMA 30 YR SF LN 370213 158,895 147,456 160,582 861 7.1167 6.5000 01/15/2024 GNMA
36204HGW4 GNMA 30 YR SF LN 370213 223,265 207,192 225,636 1,209 7.1167 6.5000 01/15/2024 GNMA
36204HZP8 GNMA 30 YR SF LN 370750 163,834 152,055 165,625 887 7.1190 6.5000 09/15/2023 GNMA
36204HZP8 GNMA 30 YR SF LN 370750 220,173 204,344 222,579 1,193 7.1190 6.5000 09/15/2023 GNMA
36204JD29 GNMA 30 YR SF LN 371021 183,127 169,943 185,072 992 7.1167 6.5000 01/15/2024 GNMA
36204JD29 GNMA 30 YR SF LN 371021 259,360 240,688 262,114 1,405 7.1167 6.5000 01/15/2024 GNMA
36204JE36 GNMA 15 YR SF LN 371054 57,021 58,664 58,473 333 6.6022 7.0000 11/15/2008 GNMA
36204JN44 GNMA 30 YR SF LN 371311 397,934 369,276 402,160 2,155 7.1161 6.5000 02/15/2024 GNMA
36204JN44 GNMA 30 YR SF LN 371311 244,860 227,226 247,460 1,326 7.1161 6.5000 02/15/2024 GNMA
36204JXP6 GNMA 30 YR SF LN 371586 479,151 444,656 484,240 2,595 7.1167 6.5000 01/15/2024 GNMA
36204JXP6 GNMA 30 YR SF LN 371586 268,230 248,920 271,079 1,453 7.1167 6.5000 01/15/2024 GNMA
36204KUD3 GNMA 30 YR SF LN 372380 122,286 126,082 129,661 866 8.2158 8.5000 10/15/2026 GNMA
36204K3K7 GNMA 30 YR SF LN 372602 34,816 33,522 34,576 174 6.2958 6.0000 12/15/2023 GNMA
36204K7E7 GNMA 30 YR SF LN 372693 384,898 357,170 388,986 2,085 7.1156 6.5000 03/15/2024 GNMA
36204LH61 GNMA 30 YR SF LN 372953 281,718 261,430 284,710 1,526 7.1161 6.5000 02/15/2024 GNMA
36204NB48 GNMA 30 YR SF LN 374559 42,244 43,555 44,792 299 8.2156 8.5000 09/15/2026 GNMA
36204NMB0 GNMA 15 YR SF LN 374854 14,566 14,993 14,937 85 6.5987 7.0000 12/15/2008 GNMA
36204NMB0 GNMA 15 YR SF LN 374854 145,952 150,164 149,668 851 6.6038 7.0000 12/15/2008 GNMA
36204PUF7 GNMA 15 YR SF LN 375982 260,616 268,137 267,251 1,520 6.6038 7.0000 12/15/2008 GNMA
36204QAF7 GNMA 15 YR SF LN 376306 192,105 197,648 196,996 1,121 6.6038 7.0000 12/15/2008 GNMA
36204QDY3 GNMA 15 YR SF LN 376419 32,892 33,952 33,729 192 6.5637 7.0000 02/15/2009 GNMA
36204QD72 GNMA 30 YR SF LN 376426 28,236 27,186 28,033 141 6.2946 6.0000 03/15/2024 GNMA
</TABLE>
Page 56 of 141
<PAGE> 213
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36204QHQ6 GNMA 30 YR SF LN 376539 402,853 417,207 418,967 2,686 7.6809 8.0000 06/15/2024 GNMA
36204Q3Z1 GNMA 30 YR SF LN 377116 381,608 354,144 385,779 2,067 7.1173 6.5000 12/15/2023 GNMA
36204RBT4 GNMA 30 YR SF LN 377250 294,472 304,980 306,065 1,963 7.6879 8.0000 07/15/2026 GNMA
36204RDH8 GNMA 30 YR SF LN 377304 137,522 142,430 142,936 917 7.6886 8.0000 10/15/2026 GNMA
36204RDH8 GNMA 30 YR SF LN 377304 144,940 150,113 150,646 966 7.6886 8.0000 10/15/2026 GNMA
36204RJ58 GNMA 30 YR SF LN 377484 224,170 231,111 237,690 1,588 8.2123 8.5000 04/15/2025 GNMA
36204RJ58 GNMA 30 YR SF LN 377484 229,798 236,913 243,657 1,628 8.2123 8.5000 04/15/2025 GNMA
36204RN95 GNMA 30 YR SF LN 377616 14,362 14,875 14,927 96 7.6852 8.0000 09/15/2025 GNMA
36204RTE8 GNMA 30 YR SF LN 377749 111,268 107,132 110,502 556 6.2958 6.0000 12/15/2023 GNMA
36204SEE2 GNMA 30 YR SF LN 378233 169,847 157,624 171,703 920 7.1173 6.5000 12/15/2023 GNMA
36204SEE2 GNMA 30 YR SF LN 378233 326,492 302,995 330,061 1,769 7.1173 6.5000 12/15/2023 GNMA
36204TFN9 GNMA 30 YR SF LN 379173 489,093 453,906 494,439 2,649 7.1178 6.5000 11/15/2023 GNMA
36204TGA6 GNMA 30 YR SF LN 379193 311,501 289,083 314,906 1,687 7.1173 6.5000 12/15/2023 GNMA
36204UBZ3 GNMA 30 YR SF LN 379956 260,003 241,298 262,845 1,408 7.1178 6.5000 11/15/2023 GNMA
36204UBZ3 GNMA 30 YR SF LN 379956 105,606 98,009 106,760 572 7.1178 6.5000 11/15/2023 GNMA
36204UMC2 GNMA 30 YR SF LN 380255 438,874 407,258 443,535 2,377 7.1156 6.5000 03/15/2024 GNMA
36204VA74 GNMA 30 YR SF LN 380830 652,788 605,777 659,721 3,536 7.1161 6.5000 02/15/2024 GNMA
36204VA74 GNMA 30 YR SF LN 380830 102,518 95,136 103,607 555 7.1161 6.5000 02/15/2024 GNMA
36204WQG5 GNMA 30 YR SF LN 382155 425,059 394,458 429,573 2,302 7.1167 6.5000 01/15/2024 GNMA
36204WQG5 GNMA 30 YR SF LN 382155 420,019 389,781 424,480 2,275 7.1167 6.5000 01/15/2024 GNMA
36204WQ42 GNMA 30 YR SF LN 382175 199,273 184,922 201,389 1,079 7.1161 6.5000 02/15/2024 GNMA
36204WQ42 GNMA 30 YR SF LN 382175 652,697 605,693 659,629 3,535 7.1161 6.5000 02/15/2024 GNMA
36204WQ42 GNMA 30 YR SF LN 382175 125,913 116,846 127,250 682 7.1161 6.5000 02/15/2024 GNMA
36204WXZ5 GNMA 30 YR SF LN 382396 332,951 308,981 336,487 1,803 7.1167 6.5000 01/15/2024 GNMA
36204WXZ5 GNMA 30 YR SF LN 382396 447,778 415,541 452,533 2,425 7.1167 6.5000 01/15/2024 GNMA
36204WYA9 GNMA 15 YR SF LN 382405 22,436 23,157 23,007 131 6.5623 7.0000 01/15/2009 GNMA
36204WZN0 GNMA 30 YR SF LN 382449 159,468 147,984 161,162 864 7.1161 6.5000 02/15/2024 GNMA
36204WZN0 GNMA 30 YR SF LN 382449 286,583 265,944 289,627 1,552 7.1161 6.5000 02/15/2024 GNMA
36204XGU3 GNMA 30 YR SF LN 382811 52,982 54,044 54,207 309 6.8409 7.0000 01/15/2028 GNMA
36204XX59 GNMA 30 YR SF LN 383300 104,750 104,098 103,997 524 6.0481 6.0000 05/15/2024 GNMA
36204XX59 GNMA 30 YR SF LN 383300 966,710 960,688 959,759 4,834 6.0481 6.0000 05/15/2024 GNMA
36204XX59 GNMA 30 YR SF LN 383300 966,710 960,688 959,759 4,834 6.0481 6.0000 05/15/2024 GNMA
36204XX59 GNMA 30 YR SF LN 383300 966,710 960,688 959,759 4,834 6.0481 6.0000 05/15/2024 GNMA
36204XX59 GNMA 30 YR SF LN 383300 805,176 800,161 799,387 4,026 6.0481 6.0000 05/15/2024 GNMA
36204X6E0 GNMA 15 YR SF LN 383469 27,768 28,418 28,475 162 6.6815 7.0000 02/15/2009 GNMA
36204X6E0 GNMA 15 YR SF LN 383469 158,902 163,937 162,948 927 6.5706 7.0000 02/15/2009 GNMA
36204YQ71 GNMA 30 YR SF LN 383978 25,066 23,260 25,332 136 7.1156 6.5000 03/15/2024 GNMA
36204YQ71 GNMA 30 YR SF LN 383978 408,152 378,749 412,487 2,211 7.1156 6.5000 03/15/2024 GNMA
36204YSK0 GNMA 30 YR SF LN 384022 364,817 338,528 368,691 1,976 7.1150 6.5000 04/15/2024 GNMA
36204YSK0 GNMA 30 YR SF LN 384022 279,703 259,546 282,673 1,515 7.1150 6.5000 04/15/2024 GNMA
36204YS20 GNMA 30 YR SF LN 384037 523,555 485,826 529,277 2,836 7.1150 6.5000 04/15/2024 GNMA
36204YS20 GNMA 30 YR SF LN 384037 500,349 464,292 505,818 2,710 7.1150 6.5000 04/15/2024 GNMA
362041AU9 GNMA 30 YR SF LN 13519 50,793 48,622 52,827 339 8.7533 8.0000 11/15/2006 GNMA
362041B38 GNMA 30 YR SF LN 13558 149,832 146,605 155,374 936 7.8767 7.5000 08/15/2006 GNMA
362041DV4 GNMA 30 YR SF LN 13616 99,113 94,842 103,082 661 8.7654 8.0000 10/15/2006 GNMA
362041DV4 GNMA 30 YR SF LN 13616 19,658 18,722 20,445 131 8.8487 8.0000 10/15/2006 GNMA
362041E84 GNMA 30 YR SF LN 13659 56,746 54,693 59,019 378 8.6350 8.0000 11/15/2006 GNMA
362041FX8 GNMA 30 YR SF LN 13682 101,756 98,225 105,520 636 8.0885 7.5000 01/15/2007 GNMA
362041F75 GNMA 30 YR SF LN 13690 64,497 61,726 67,080 430 8.7515 8.0000 12/15/2006 GNMA
362041GC3 GNMA 30 YR SF LN 13695 42,762 43,385 44,475 285 7.7521 8.0000 11/15/2006 GNMA
362041GX7 GNMA 30 YR SF LN 13714 55,522 52,850 57,520 370 8.8445 8.0000 12/15/2006 GNMA
362041G58 GNMA 30 YR SF LN 13720 223,245 222,097 232,186 1,488 8.0892 8.0000 10/15/2006 GNMA
362041KM6 GNMA 30 YR SF LN 13800 131,252 124,727 135,974 875 8.8799 8.0000 11/15/2006 GNMA
362041LC7 GNMA 30 YR SF LN 13823 63,915 64,852 66,475 426 7.7528 8.0000 12/15/2006 GNMA
362041LN3 GNMA 30 YR SF LN 13833 43,580 43,699 45,192 272 7.4551 7.5000 01/15/2007 GNMA
362041NB7 GNMA 30 YR SF LN 13886 120,415 116,630 125,238 803 8.5458 8.0000 12/15/2006 GNMA
362041NH4 GNMA 30 YR SF LN 13892 53,058 50,518 55,183 354 8.8465 8.0000 11/15/2006 GNMA
362041NL5 GNMA 30 YR SF LN 13895 91,230 86,695 94,884 608 8.8799 8.0000 11/15/2006 GNMA
362041NM3 GNMA 30 YR SF LN 13896 62,704 60,423 65,215 418 8.6338 8.0000 12/15/2006 GNMA
362041NR2 GNMA 30 YR SF LN 13900 43,575 44,211 45,320 291 7.7521 8.0000 11/15/2006 GNMA
362041NV3 GNMA 30 YR SF LN 13904 27,001 27,395 28,082 180 7.7521 8.0000 11/15/2006 GNMA
</TABLE>
Page 57 of 141
<PAGE> 214
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362041NX9 GNMA 30 YR SF LN 13906 121,328 123,105 126,187 809 7.7528 8.0000 12/15/2006 GNMA
362041Q65 GNMA 30 YR SF LN 13977 114,198 110,235 118,997 714 8.0885 7.5000 01/15/2007 GNMA
362041T21 GNMA 30 YR SF LN 14069 117,024 112,398 121,353 731 8.1625 7.5000 03/15/2007 GNMA
362041UE3 GNMA 30 YR SF LN 14081 68,884 69,898 71,643 459 7.7535 8.0000 01/15/2007 GNMA
362041UU7 GNMA 30 YR SF LN 14095 63,603 61,396 66,276 398 8.0885 7.5000 01/15/2007 GNMA
362041Y25 GNMA 30 YR SF LN 14229 43,067 41,297 44,660 269 8.2050 7.5000 12/15/2006 GNMA
362041Z99 GNMA 30 YR SF LN 14268 83,278 80,648 86,274 555 8.5444 8.0000 01/15/2007 GNMA
3620412U8 GNMA 30 YR SF LN 14287 62,221 60,042 64,523 389 8.0854 7.5000 03/15/2007 GNMA
3620413D5 GNMA 30 YR SF LN 14296 206,381 206,941 214,015 1,290 7.4551 7.5000 01/15/2007 GNMA
3620414F9 GNMA 30 YR SF LN 14322 97,810 99,243 101,727 652 7.7528 8.0000 12/15/2006 GNMA
3620416K6 GNMA 30 YR SF LN 14374 40,417 40,528 41,912 253 7.4552 7.5000 02/15/2007 GNMA
3620417M1 GNMA 30 YR SF LN 14400 109,805 111,414 114,203 732 7.7528 8.0000 12/15/2006 GNMA
362042BE2 GNMA 30 YR SF LN 14437 186,164 182,080 193,050 1,164 7.8690 7.5000 01/15/2007 GNMA
362042BN2 GNMA 30 YR SF LN 14445 65,740 65,919 68,172 411 7.4551 7.5000 01/15/2007 GNMA
362042BR3 GNMA 30 YR SF LN 14448 170,309 168,284 176,609 1,064 7.6973 7.5000 02/15/2007 GNMA
362042CK7 GNMA 30 YR SF LN 14474 83,447 79,252 86,789 556 8.8769 8.0000 01/15/2007 GNMA
362042CK7 GNMA 30 YR SF LN 14474 41,723 39,987 43,394 278 8.7223 8.0000 01/15/2007 GNMA
362042CN1 GNMA 30 YR SF LN 14477 108,293 104,517 112,299 677 8.0870 7.5000 02/15/2007 GNMA
362042C84 GNMA 30 YR SF LN 14495 12,747 12,782 13,219 80 7.4551 7.5000 01/15/2007 GNMA
362042EY5 GNMA 30 YR SF LN 14551 33,792 32,620 35,042 211 8.0885 7.5000 01/15/2007 GNMA
362042FM0 GNMA 30 YR SF LN 14572 61,919 59,494 64,209 387 8.1660 7.5000 01/15/2007 GNMA
362042FQ1 GNMA 30 YR SF LN 14575 56,961 54,006 59,242 380 8.8683 8.0000 07/15/2007 GNMA
362042GZ0 GNMA 30 YR SF LN 14616 110,708 106,830 114,803 692 8.0854 7.5000 03/15/2007 GNMA
362042HM8 GNMA 30 YR SF LN 14636 64,644 63,226 67,035 404 7.8690 7.5000 01/15/2007 GNMA
362042H89 GNMA 30 YR SF LN 14655 84,644 84,875 87,775 529 7.4552 7.5000 02/15/2007 GNMA
362042J20 GNMA 30 YR SF LN 14681 146,190 141,093 151,598 914 8.0870 7.5000 02/15/2007 GNMA
362042KK8 GNMA 30 YR SF LN 14698 268,493 265,292 278,425 1,678 7.6965 7.5000 03/15/2007 GNMA
362042KN2 GNMA 30 YR SF LN 14701 53,723 54,551 56,074 358 7.7608 8.0000 12/15/2007 GNMA
362042KY8 GNMA 30 YR SF LN 14711 81,744 77,792 85,018 545 8.8424 8.0000 01/15/2007 GNMA
362042K36 GNMA 30 YR SF LN 14714 43,867 42,338 45,490 274 8.0870 7.5000 02/15/2007 GNMA
362042LB7 GNMA 30 YR SF LN 14722 121,753 116,282 127,082 812 8.7341 8.0000 10/15/2007 GNMA
362042LM3 GNMA 30 YR SF LN 14732 58,997 59,158 61,179 369 7.4551 7.5000 01/15/2007 GNMA
362042LP6 GNMA 30 YR SF LN 14734 162,116 156,463 168,113 1,013 8.0870 7.5000 02/15/2007 GNMA
362042M91 GNMA 30 YR SF LN 14784 164,690 161,078 170,782 1,029 7.8690 7.5000 01/15/2007 GNMA
362042PA5 GNMA 30 YR SF LN 14817 23,751 22,804 24,630 148 8.1591 7.5000 05/15/2007 GNMA
362042PL1 GNMA 30 YR SF LN 14827 54,491 52,573 56,781 341 8.0839 7.5000 04/15/2007 GNMA
362042QN6 GNMA 30 YR SF LN 14861 42,239 40,487 43,801 264 8.2011 7.5000 02/15/2007 GNMA
362042QV8 GNMA 30 YR SF LN 14868 129,649 125,555 134,841 864 8.5444 8.0000 01/15/2007 GNMA
362042S46 GNMA 30 YR SF LN 14939 14,976 14,253 15,576 100 8.8424 8.0000 01/15/2007 GNMA
362042T52 GNMA 30 YR SF LN 14972 398,985 385,137 413,743 2,494 8.0885 7.5000 01/15/2007 GNMA
362042T78 GNMA 30 YR SF LN 14974 222,489 223,096 230,719 1,391 7.4552 7.5000 02/15/2007 GNMA
362042T94 GNMA 30 YR SF LN 14976 232,076 232,720 241,828 1,450 7.4557 7.5000 06/15/2007 GNMA
362042UW1 GNMA 30 YR SF LN 14997 80,059 81,273 83,563 534 7.7583 8.0000 08/15/2007 GNMA
362042UW1 GNMA 30 YR SF LN 14997 66,838 67,852 69,763 446 7.7583 8.0000 08/15/2007 GNMA
362042UW1 GNMA 30 YR SF LN 14997 146,896 149,124 153,326 979 7.7583 8.0000 08/15/2007 GNMA
362042UY7 GNMA 30 YR SF LN 14999 89,679 91,061 93,604 598 7.7608 8.0000 12/15/2007 GNMA
362042UY7 GNMA 30 YR SF LN 14999 69,331 70,400 72,366 462 7.7608 8.0000 12/15/2007 GNMA
362042VH3 GNMA 30 YR SF LN 15016 20,721 19,720 21,551 138 8.8424 8.0000 01/15/2007 GNMA
362042VN0 GNMA 30 YR SF LN 15021 79,904 81,080 83,104 533 7.7535 8.0000 01/15/2007 GNMA
362042V83 GNMA 30 YR SF LN 15039 16,088 15,395 16,732 107 8.7132 8.0000 08/15/2007 GNMA
362042WE9 GNMA 30 YR SF LN 15045 23,276 22,352 24,137 145 8.1608 7.5000 04/15/2007 GNMA
362042WE9 GNMA 30 YR SF LN 15045 13,820 13,272 14,331 86 8.1608 7.5000 04/15/2007 GNMA
362042WM1 GNMA 30 YR SF LN 15052 211,123 211,696 218,932 1,320 7.4551 7.5000 01/15/2007 GNMA
362042WW9 GNMA 30 YR SF LN 15061 145,341 142,142 150,717 908 7.8676 7.5000 02/15/2007 GNMA
362042XB4 GNMA 30 YR SF LN 15074 79,348 80,516 82,526 529 7.7535 8.0000 01/15/2007 GNMA
362042XF5 GNMA 30 YR SF LN 15078 31,912 30,530 33,190 213 8.7120 8.0000 09/15/2007 GNMA
362042XX6 GNMA 30 YR SF LN 15094 43,460 41,952 45,068 272 8.0885 7.5000 01/15/2007 GNMA
362042YE7 GNMA 30 YR SF LN 15109 84,088 84,320 87,198 526 7.4555 7.5000 04/15/2007 GNMA
362042ZG1 GNMA 30 YR SF LN 15143 133,789 128,190 138,738 836 8.1973 7.5000 04/15/2007 GNMA
362042ZM8 GNMA 30 YR SF LN 15148 102,240 98,675 106,022 639 8.0870 7.5000 02/15/2007 GNMA
362042ZX4 GNMA 30 YR SF LN 15158 151,927 146,509 158,311 950 8.0795 7.5000 07/15/2007 GNMA
</TABLE>
Page 58 of 141
<PAGE> 215
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362042ZY2 GNMA 30 YR SF LN 15159 42,345 42,985 44,198 282 7.7576 8.0000 07/15/2007 GNMA
3620424Q3 GNMA 30 YR SF LN 15231 70,840 68,314 73,460 443 8.0795 7.5000 07/15/2007 GNMA
3620424X8 GNMA 30 YR SF LN 15238 257,183 257,888 266,696 1,607 7.4553 7.5000 03/15/2007 GNMA
3620425Y5 GNMA 30 YR SF LN 15263 20,535 19,641 21,357 137 8.7461 8.0000 03/15/2007 GNMA
3620426U2 GNMA 30 YR SF LN 15283 71,064 68,294 73,693 444 8.1677 7.5000 12/15/2006 GNMA
3620427G2 GNMA 30 YR SF LN 15295 136,247 133,249 141,287 852 7.8676 7.5000 02/15/2007 GNMA
3620427H0 GNMA 30 YR SF LN 15296 87,157 83,526 90,381 545 8.1992 7.5000 03/15/2007 GNMA
362043AN1 GNMA 30 YR SF LN 15313 56,606 56,761 58,700 354 7.4553 7.5000 03/15/2007 GNMA
362043BT7 GNMA 30 YR SF LN 15350 54,205 54,353 56,210 339 7.4552 7.5000 02/15/2007 GNMA
362043CN9 GNMA 30 YR SF LN 15377 198,206 193,829 206,535 1,239 7.8661 7.5000 03/15/2007 GNMA
362043C25 GNMA 30 YR SF LN 15389 67,614 64,760 70,455 423 8.1935 7.5000 06/15/2007 GNMA
362043C33 GNMA 30 YR SF LN 15390 107,717 103,943 111,701 673 8.0854 7.5000 03/15/2007 GNMA
362043DU2 GNMA 30 YR SF LN 15415 30,682 29,398 31,971 192 8.1973 7.5000 04/15/2007 GNMA
362043D40 GNMA 30 YR SF LN 15423 100,118 101,637 104,500 667 7.7583 8.0000 08/15/2007 GNMA
362043EB3 GNMA 30 YR SF LN 15430 42,194 42,310 43,967 264 7.4553 7.5000 03/15/2007 GNMA
362043EH0 GNMA 30 YR SF LN 15436 66,255 63,037 68,909 442 8.8404 8.0000 02/15/2007 GNMA
362043EL1 GNMA 30 YR SF LN 15439 67,409 67,593 69,902 421 7.4552 7.5000 02/15/2007 GNMA
362043GH8 GNMA 30 YR SF LN 15500 74,891 71,609 77,890 499 8.7615 8.0000 01/15/2007 GNMA
362043GL9 GNMA 30 YR SF LN 15503 71,593 71,790 74,241 447 7.4555 7.5000 04/15/2007 GNMA
362043HR5 GNMA 30 YR SF LN 15540 16,179 15,610 16,777 101 8.0839 7.5000 04/15/2007 GNMA
362043HS3 GNMA 30 YR SF LN 15541 140,906 137,774 146,118 881 7.8633 7.5000 05/15/2007 GNMA
362043JW2 GNMA 30 YR SF LN 15577 62,464 60,297 64,775 390 8.0885 7.5000 01/15/2007 GNMA
362043KD2 GNMA 30 YR SF LN 15592 43,269 43,387 45,087 270 7.4551 7.5000 01/15/2007 GNMA
362043K42 GNMA 30 YR SF LN 15615 128,283 123,810 133,028 802 8.0870 7.5000 02/15/2007 GNMA
362043K42 GNMA 30 YR SF LN 15615 55,872 56,024 57,939 349 7.4552 7.5000 02/15/2007 GNMA
362043K91 GNMA 30 YR SF LN 15620 247,811 248,487 258,224 1,549 7.4552 7.5000 02/15/2007 GNMA
362043LV1 GNMA 30 YR SF LN 15640 102,199 98,538 106,493 639 8.0781 7.5000 08/15/2007 GNMA
362043MM0 GNMA 30 YR SF LN 15664 112,501 108,597 116,662 703 8.0885 7.5000 01/15/2007 GNMA
362043MW8 GNMA 30 YR SF LN 15673 109,155 105,331 112,772 682 8.0854 7.5000 03/15/2007 GNMA
362043M57 GNMA 30 YR SF LN 15680 77,625 74,906 80,496 485 8.0854 7.5000 03/15/2007 GNMA
362043NC1 GNMA 30 YR SF LN 15687 25,553 24,451 26,576 170 8.7497 8.0000 01/15/2007 GNMA
362043NF4 GNMA 30 YR SF LN 15690 39,903 38,226 41,379 249 8.1954 7.5000 05/15/2007 GNMA
362043NJ6 GNMA 30 YR SF LN 15693 242,616 233,962 251,590 1,516 8.0795 7.5000 07/15/2007 GNMA
362043NL1 GNMA 30 YR SF LN 15695 86,756 82,792 90,553 578 8.7516 8.0000 09/15/2007 GNMA
362043NV9 GNMA 30 YR SF LN 15704 3,333 3,343 3,456 21 7.4555 7.5000 04/15/2007 GNMA
362043NV9 GNMA 30 YR SF LN 15704 213,999 214,588 221,915 1,338 7.4555 7.5000 04/15/2007 GNMA
362043N64 GNMA 30 YR SF LN 15713 85,580 82,596 88,746 535 8.0870 7.5000 02/15/2007 GNMA
362043PU9 GNMA 30 YR SF LN 15735 201,987 191,824 210,828 1,347 8.8249 8.0000 10/15/2007 GNMA
362043QQ7 GNMA 30 YR SF LN 15763 59,426 59,591 61,624 371 7.4557 7.5000 06/15/2007 GNMA
362043QU8 GNMA 30 YR SF LN 15767 57,273 57,431 59,680 358 7.4555 7.5000 04/15/2007 GNMA
362043RD5 GNMA 30 YR SF LN 15784 66,107 67,084 68,755 441 7.7542 8.0000 02/15/2007 GNMA
362043RE3 GNMA 30 YR SF LN 15785 62,331 60,118 64,950 390 8.0810 7.5000 06/15/2007 GNMA
362043R94 GNMA 30 YR SF LN 15812 71,077 67,443 74,188 474 8.8177 8.0000 02/15/2008 GNMA
362043TA9 GNMA 30 YR SF LN 15845 135,910 130,465 140,937 849 8.1574 7.5000 06/15/2007 GNMA
362043TA9 GNMA 30 YR SF LN 15845 66,309 63,652 68,762 414 8.1574 7.5000 06/15/2007 GNMA
362043T27 GNMA 30 YR SF LN 15869 109,612 105,221 114,218 685 8.1574 7.5000 06/15/2007 GNMA
362043UW9 GNMA 30 YR SF LN 15897 121,908 116,829 126,417 762 8.1992 7.5000 03/15/2007 GNMA
362043VB4 GNMA 30 YR SF LN 15910 49,307 47,262 51,379 308 8.2011 7.5000 02/15/2007 GNMA
362043VK4 GNMA 30 YR SF LN 15918 64,987 65,166 67,391 406 7.4553 7.5000 03/15/2007 GNMA
362043VS7 GNMA 30 YR SF LN 15925 133,791 128,216 138,740 836 8.1992 7.5000 03/15/2007 GNMA
362043WE7 GNMA 30 YR SF LN 15945 6,032 6,049 6,285 38 7.4558 7.5000 07/15/2007 GNMA
362043WE7 GNMA 30 YR SF LN 15945 213,379 213,974 222,345 1,334 7.4558 7.5000 07/15/2007 GNMA
362043WK3 GNMA 30 YR SF LN 15950 87,352 83,128 90,850 582 8.8424 8.0000 01/15/2007 GNMA
362043WN7 GNMA 30 YR SF LN 15953 3,884 3,746 4,028 24 8.0810 7.5000 06/15/2007 GNMA
362043WP2 GNMA 30 YR SF LN 15954 66,305 63,941 68,758 414 8.0795 7.5000 07/15/2007 GNMA
362043WR8 GNMA 30 YR SF LN 15956 246,813 235,814 257,616 1,645 8.7374 8.0000 08/15/2007 GNMA
362043WU1 GNMA 30 YR SF LN 15959 67,475 65,079 69,971 422 8.0810 7.5000 06/15/2007 GNMA
362043WX5 GNMA 30 YR SF LN 15962 90,075 86,905 93,407 563 8.0839 7.5000 04/15/2007 GNMA
362043WX5 GNMA 30 YR SF LN 15962 5,404 5,419 5,604 34 7.4555 7.5000 04/15/2007 GNMA
362043WX5 GNMA 30 YR SF LN 15962 174,275 174,755 180,721 1,089 7.4555 7.5000 04/15/2007 GNMA
362043W72 GNMA 30 YR SF LN 15970 184,283 184,796 192,027 1,152 7.4558 7.5000 07/15/2007 GNMA
</TABLE>
Page 59 of 141
<PAGE> 216
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362043XC0 GNMA 30 YR SF LN 15975 92,161 88,874 96,034 576 8.0795 7.5000 07/15/2007 GNMA
362043YN5 GNMA 30 YR SF LN 16017 61,182 58,720 63,445 382 8.1558 7.5000 07/15/2007 GNMA
362043ZC8 GNMA 30 YR SF LN 16039 54,992 55,145 57,303 344 7.4557 7.5000 06/15/2007 GNMA
362043ZR5 GNMA 30 YR SF LN 16052 87,539 87,780 90,777 547 7.4555 7.5000 04/15/2007 GNMA
362043ZS3 GNMA 30 YR SF LN 16053 92,066 88,826 95,472 575 8.0839 7.5000 04/15/2007 GNMA
3620433Y5 GNMA 30 YR SF LN 16115 96,189 97,654 100,399 641 7.7589 8.0000 09/15/2007 GNMA
3620433Z2 GNMA 30 YR SF LN 16116 146,905 141,712 152,339 918 8.0825 7.5000 05/15/2007 GNMA
3620434B4 GNMA 30 YR SF LN 16118 70,662 70,860 73,631 442 7.4558 7.5000 07/15/2007 GNMA
3620434V0 GNMA 30 YR SF LN 16136 55,263 53,318 57,307 345 8.0839 7.5000 04/15/2007 GNMA
3620435N7 GNMA 30 YR SF LN 16153 82,549 79,095 85,602 516 8.1973 7.5000 04/15/2007 GNMA
3620436D8 GNMA 30 YR SF LN 16168 54,312 54,463 56,594 339 7.4557 7.5000 06/15/2007 GNMA
3620436G1 GNMA 30 YR SF LN 16171 113,539 112,181 118,310 710 7.6957 7.5000 04/15/2007 GNMA
3620436M8 GNMA 30 YR SF LN 16176 3,543 3,419 3,674 22 8.0839 7.5000 04/15/2007 GNMA
3620436X4 GNMA 30 YR SF LN 16186 118,352 113,421 122,730 740 8.1992 7.5000 03/15/2007 GNMA
3620437J4 GNMA 30 YR SF LN 16197 120,672 116,465 125,136 754 8.0870 7.5000 02/15/2007 GNMA
3620437J4 GNMA 30 YR SF LN 16197 203,091 195,100 210,603 1,269 8.1642 7.5000 02/15/2007 GNMA
362044AS8 GNMA 30 YR SF LN 16217 249,463 239,601 258,691 1,559 8.1625 7.5000 03/15/2007 GNMA
362044AU3 GNMA 30 YR SF LN 16219 52,017 52,162 53,941 325 7.4557 7.5000 06/15/2007 GNMA
362044BD0 GNMA 30 YR SF LN 16236 5,577 5,379 5,811 35 8.0795 7.5000 07/15/2007 GNMA
362044BL2 GNMA 30 YR SF LN 16243 291,559 292,365 302,344 1,822 7.4556 7.5000 05/15/2007 GNMA
362044CR8 GNMA 30 YR SF LN 16280 30,640 29,557 31,927 192 8.0825 7.5000 05/15/2007 GNMA
362044EK1 GNMA 30 YR SF LN 16338 73,178 73,380 75,885 457 7.4555 7.5000 04/15/2007 GNMA
362044FH7 GNMA 30 YR SF LN 16368 20,467 19,651 21,327 128 8.1591 7.5000 05/15/2007 GNMA
362044GE3 GNMA 30 YR SF LN 16397 75,474 72,806 78,645 472 8.0825 7.5000 05/15/2007 GNMA
362044GG8 GNMA 30 YR SF LN 16399 202,172 202,733 210,667 1,264 7.4557 7.5000 06/15/2007 GNMA
362044G60 GNMA 30 YR SF LN 16421 74,843 71,711 77,611 468 8.1973 7.5000 04/15/2007 GNMA
362044HS1 GNMA 30 YR SF LN 16441 193,512 185,827 201,643 1,209 8.1608 7.5000 04/15/2007 GNMA
362044HZ5 GNMA 30 YR SF LN 16448 105,166 101,449 109,585 657 8.0825 7.5000 05/15/2007 GNMA
362044JG5 GNMA 30 YR SF LN 16463 34,116 34,211 35,378 213 7.4557 7.5000 06/15/2007 GNMA
362044KJ7 GNMA 30 YR SF LN 16497 49,955 47,980 51,803 312 8.1625 7.5000 03/15/2007 GNMA
362044KJ7 GNMA 30 YR SF LN 16497 65,668 62,932 68,097 410 8.1992 7.5000 03/15/2007 GNMA
362044KJ7 GNMA 30 YR SF LN 16497 35,509 35,607 36,822 222 7.4553 7.5000 03/15/2007 GNMA
362044KK4 GNMA 30 YR SF LN 16498 4,926 4,753 5,108 31 8.0839 7.5000 04/15/2007 GNMA
362044KM0 GNMA 30 YR SF LN 16500 80,326 77,486 83,297 502 8.0825 7.5000 05/15/2007 GNMA
362044KP3 GNMA 30 YR SF LN 16502 53,173 53,320 55,140 332 7.4556 7.5000 05/15/2007 GNMA
362044LE7 GNMA 30 YR SF LN 16525 72,978 73,181 76,045 456 7.4557 7.5000 06/15/2007 GNMA
362044LJ6 GNMA 30 YR SF LN 16529 88,991 85,817 92,730 556 8.0795 7.5000 07/15/2007 GNMA
362044MF3 GNMA 30 YR SF LN 16558 32,880 31,504 34,096 206 8.1973 7.5000 04/15/2007 GNMA
362044MY2 GNMA 30 YR SF LN 16575 117,689 113,491 122,634 736 8.0795 7.5000 07/15/2007 GNMA
362044M71 GNMA 30 YR SF LN 16582 46,345 46,474 48,292 290 7.4557 7.5000 06/15/2007 GNMA
362044NX3 GNMA 30 YR SF LN 16606 74,490 71,518 77,620 466 8.1591 7.5000 05/15/2007 GNMA
362044PX1 GNMA 30 YR SF LN 16638 224,899 228,324 234,743 1,499 7.7589 8.0000 09/15/2007 GNMA
362044P60 GNMA 30 YR SF LN 16645 127,240 127,592 131,947 795 7.4556 7.5000 05/15/2007 GNMA
362044QC6 GNMA 30 YR SF LN 16651 50,331 50,469 52,193 315 7.4553 7.5000 03/15/2007 GNMA
362044QG7 GNMA 30 YR SF LN 16655 57,578 57,738 59,708 360 7.4556 7.5000 05/15/2007 GNMA
362044RD3 GNMA 30 YR SF LN 16684 73,785 73,990 76,885 461 7.4557 7.5000 06/15/2007 GNMA
362044RW1 GNMA 30 YR SF LN 16701 173,178 173,657 180,455 1,082 7.4556 7.5000 05/15/2007 GNMA
362044SR1 GNMA 30 YR SF LN 16728 130,807 124,022 136,532 872 8.8683 8.0000 07/15/2007 GNMA
362044TB5 GNMA 30 YR SF LN 16746 185,294 183,063 193,080 1,158 7.6941 7.5000 06/15/2007 GNMA
362044TC3 GNMA 30 YR SF LN 16747 137,024 130,216 143,022 913 8.8305 8.0000 07/15/2007 GNMA
362044TH2 GNMA 30 YR SF LN 16752 56,691 56,849 59,073 354 7.4557 7.5000 06/15/2007 GNMA
362044TJ8 GNMA 30 YR SF LN 16753 95,077 91,064 98,594 594 8.1935 7.5000 06/15/2007 GNMA
362044TK5 GNMA 30 YR SF LN 16754 109,195 105,284 113,783 682 8.0781 7.5000 08/15/2007 GNMA
362044TM1 GNMA 30 YR SF LN 16756 89,097 84,652 92,997 594 8.8286 8.0000 08/15/2007 GNMA
362044TP4 GNMA 30 YR SF LN 16758 67,544 64,705 70,382 422 8.1954 7.5000 05/15/2007 GNMA
362044T25 GNMA 30 YR SF LN 16769 130,679 126,080 135,513 817 8.0839 7.5000 04/15/2007 GNMA
362044UM9 GNMA 30 YR SF LN 16788 27,169 26,213 28,174 170 8.0839 7.5000 04/15/2007 GNMA
362044UY3 GNMA 30 YR SF LN 16799 38,984 39,091 40,426 244 7.4555 7.5000 04/15/2007 GNMA
362044VS5 GNMA 30 YR SF LN 16825 3,810 3,821 3,951 24 7.4556 7.5000 05/15/2007 GNMA
362044VS5 GNMA 30 YR SF LN 16825 155,581 156,011 161,336 972 7.4556 7.5000 05/15/2007 GNMA
362044WH8 GNMA 30 YR SF LN 16848 219,881 220,491 228,014 1,374 7.4557 7.5000 06/15/2007 GNMA
</TABLE>
Page 60 of 141
<PAGE> 217
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362044WL9 GNMA 30 YR SF LN 16851 14,469 13,998 15,102 96 8.5352 8.0000 08/15/2007 GNMA
362044WL9 GNMA 30 YR SF LN 16851 81,993 83,237 85,582 547 7.7583 8.0000 08/15/2007 GNMA
362044WX3 GNMA 30 YR SF LN 16862 17,445 17,511 18,090 109 7.4394 7.5000 05/15/2007 GNMA
362044WX3 GNMA 30 YR SF LN 16862 144,844 141,624 150,202 905 7.8633 7.5000 05/15/2007 GNMA
362044W21 GNMA 30 YR SF LN 16865 19,986 20,041 20,725 125 7.4553 7.5000 03/15/2007 GNMA
362044YB9 GNMA 30 YR SF LN 16906 85,373 85,608 88,960 534 7.4555 7.5000 04/15/2007 GNMA
362044YE3 GNMA 30 YR SF LN 16909 32,471 31,025 33,892 216 8.7374 8.0000 08/15/2007 GNMA
362044Y86 GNMA 30 YR SF LN 16935 87,407 83,733 90,640 546 8.1954 7.5000 05/15/2007 GNMA
362044ZK8 GNMA 30 YR SF LN 16946 74,637 74,844 77,773 466 7.4556 7.5000 05/15/2007 GNMA
362044ZY8 GNMA 30 YR SF LN 16959 61,837 62,008 63,627 386 7.4556 7.5000 05/15/2007 GNMA
362044Z77 GNMA 30 YR SF LN 16966 59,285 59,448 61,478 371 7.4555 7.5000 04/15/2007 GNMA
3620442A6 GNMA 30 YR SF LN 16969 142,671 137,605 148,666 892 8.0810 7.5000 06/15/2007 GNMA
3620442E8 GNMA 30 YR SF LN 16973 159,065 159,505 164,949 994 7.4556 7.5000 05/15/2007 GNMA
3620442J7 GNMA 30 YR SF LN 16977 57,429 57,588 59,553 359 7.4556 7.5000 05/15/2007 GNMA
3620443L1 GNMA 30 YR SF LN 17003 95,991 96,258 100,025 600 7.4557 7.5000 06/15/2007 GNMA
3620443V9 GNMA 30 YR SF LN 17012 75,060 73,403 77,836 469 7.8661 7.5000 03/15/2007 GNMA
3620444D8 GNMA 30 YR SF LN 17020 99,357 95,829 103,532 621 8.0810 7.5000 06/15/2007 GNMA
3620445E5 GNMA 30 YR SF LN 17045 76,205 73,524 79,407 476 8.0839 7.5000 04/15/2007 GNMA
3620446L8 GNMA 30 YR SF LN 17075 108,561 103,998 112,577 679 8.1954 7.5000 05/15/2007 GNMA
3620446S3 GNMA 30 YR SF LN 17081 129,632 123,191 135,306 864 8.8305 8.0000 07/15/2007 GNMA
3620447M5 GNMA 30 YR SF LN 17100 37,042 37,595 38,526 247 7.7556 8.0000 04/15/2007 GNMA
362045AP1 GNMA 30 YR SF LN 17114 106,146 107,769 110,792 708 7.7596 8.0000 10/15/2007 GNMA
362045BG0 GNMA 30 YR SF LN 17139 7,939 7,962 8,233 50 7.4555 7.5000 04/15/2007 GNMA
362045BG0 GNMA 30 YR SF LN 17139 210,834 211,414 218,633 1,318 7.4555 7.5000 04/15/2007 GNMA
362045B47 GNMA 30 YR SF LN 17159 280,950 281,722 292,756 1,756 7.4555 7.5000 04/15/2007 GNMA
362045CU8 GNMA 30 YR SF LN 17183 65,072 62,772 67,479 407 8.0825 7.5000 05/15/2007 GNMA
362045CZ7 GNMA 30 YR SF LN 17188 41,688 42,318 43,513 278 7.7576 8.0000 07/15/2007 GNMA
362045D60 GNMA 30 YR SF LN 17225 208,819 211,877 217,182 1,392 7.7528 8.0000 12/15/2006 GNMA
362045D86 GNMA 30 YR SF LN 17227 1,538 1,485 1,595 10 8.0839 7.5000 04/15/2007 GNMA
362045EZ5 GNMA 30 YR SF LN 17252 72,063 68,825 75,217 480 8.7341 8.0000 10/15/2007 GNMA
362045E36 GNMA 30 YR SF LN 17254 96,476 97,934 100,699 643 7.7576 8.0000 07/15/2007 GNMA
362045F92 GNMA 30 YR SF LN 17292 231,856 232,505 241,599 1,449 7.4560 7.5000 08/15/2007 GNMA
362045GB6 GNMA 30 YR SF LN 17294 149,381 141,927 155,919 996 8.8286 8.0000 08/15/2007 GNMA
362045G34 GNMA 30 YR SF LN 17318 81,862 78,956 85,302 512 8.0810 7.5000 06/15/2007 GNMA
362045HR0 GNMA 30 YR SF LN 17340 70,404 68,839 73,008 440 7.8633 7.5000 05/15/2007 GNMA
362045JE7 GNMA 30 YR SF LN 17361 215,017 215,616 224,052 1,344 7.4558 7.5000 07/15/2007 GNMA
362045J23 GNMA 30 YR SF LN 17381 136,049 138,104 142,004 907 7.7576 8.0000 07/15/2007 GNMA
362045KG0 GNMA 30 YR SF LN 17395 172,544 173,021 179,794 1,078 7.4556 7.5000 05/15/2007 GNMA
362045KH8 GNMA 30 YR SF LN 17396 117,177 112,231 122,101 732 8.1935 7.5000 06/15/2007 GNMA
362045LP9 GNMA 30 YR SF LN 17434 178,207 174,233 184,799 1,114 7.8619 7.5000 06/15/2007 GNMA
362045LQ7 GNMA 30 YR SF LN 17435 71,243 68,702 74,237 445 8.0795 7.5000 07/15/2007 GNMA
362045LQ7 GNMA 30 YR SF LN 17435 96,560 92,467 100,617 604 8.1917 7.5000 07/15/2007 GNMA
362045LX2 GNMA 30 YR SF LN 17442 45,781 44,155 47,705 286 8.0810 7.5000 06/15/2007 GNMA
362045LX2 GNMA 30 YR SF LN 17442 64,380 64,559 67,085 402 7.4557 7.5000 06/15/2007 GNMA
362045LZ7 GNMA 30 YR SF LN 17444 61,449 61,620 63,722 384 7.4557 7.5000 06/15/2007 GNMA
362045L79 GNMA 30 YR SF LN 17450 92,631 89,342 96,057 579 8.0810 7.5000 06/15/2007 GNMA
362045MR4 GNMA 30 YR SF LN 17468 54,098 52,186 56,099 338 8.0825 7.5000 05/15/2007 GNMA
362045MT0 GNMA 30 YR SF LN 17470 75,738 72,690 78,921 473 8.1558 7.5000 07/15/2007 GNMA
362045NJ1 GNMA 30 YR SF LN 17493 74,960 75,168 78,110 469 7.4557 7.5000 06/15/2007 GNMA
362045N28 GNMA 30 YR SF LN 17509 113,624 109,875 118,597 758 8.5315 8.0000 11/15/2007 GNMA
362045N51 GNMA 30 YR SF LN 17512 47,843 47,976 49,613 299 7.4556 7.5000 05/15/2007 GNMA
362045N93 GNMA 30 YR SF LN 17516 132,028 129,074 136,912 825 7.8605 7.5000 07/15/2007 GNMA
362045P42 GNMA 30 YR SF LN 17543 62,446 62,619 65,070 390 7.4556 7.5000 05/15/2007 GNMA
362045QB5 GNMA 30 YR SF LN 17550 107,827 109,463 112,547 719 7.7583 8.0000 08/15/2007 GNMA
362045QC3 GNMA 30 YR SF LN 17551 110,466 106,851 115,301 736 8.5340 8.0000 09/15/2007 GNMA
362045QF6 GNMA 30 YR SF LN 17554 128,296 123,740 133,687 802 8.0810 7.5000 06/15/2007 GNMA
362045QH2 GNMA 30 YR SF LN 17556 123,519 123,862 128,709 772 7.4557 7.5000 06/15/2007 GNMA
362045RM0 GNMA 30 YR SF LN 17592 142,837 138,143 149,089 952 8.5327 8.0000 10/15/2007 GNMA
362045RN8 GNMA 30 YR SF LN 17593 133,193 126,463 139,023 888 8.8230 8.0000 11/15/2007 GNMA
362045R73 GNMA 30 YR SF LN 17610 166,366 160,968 173,648 1,109 8.5365 8.0000 07/15/2007 GNMA
362045TD8 GNMA 30 YR SF LN 17648 169,243 171,841 176,651 1,128 7.7602 8.0000 11/15/2007 GNMA
</TABLE>
Page 61 of 141
<PAGE> 218
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362045TE6 GNMA 30 YR SF LN 17649 168,936 160,332 176,330 1,126 8.8194 8.0000 01/15/2008 GNMA
362045TR7 GNMA 30 YR SF LN 17660 69,251 67,004 72,282 462 8.5365 8.0000 07/15/2007 GNMA
362045T71 GNMA 30 YR SF LN 17674 167,336 161,860 174,660 1,116 8.5340 8.0000 09/15/2007 GNMA
362045UB0 GNMA 30 YR SF LN 17678 112,337 109,832 117,057 702 7.8619 7.5000 06/15/2007 GNMA
362045UF1 GNMA 30 YR SF LN 17682 192,983 184,166 201,430 1,287 8.7516 8.0000 09/15/2007 GNMA
362045UF1 GNMA 30 YR SF LN 17682 24,123 23,334 25,179 161 8.5340 8.0000 09/15/2007 GNMA
362045UF1 GNMA 30 YR SF LN 17682 135,088 137,146 141,001 901 7.7589 8.0000 09/15/2007 GNMA
362045UH7 GNMA 30 YR SF LN 17684 27,539 26,154 28,744 184 8.8249 8.0000 10/15/2007 GNMA
362045UL8 GNMA 30 YR SF LN 17687 36,689 35,381 38,231 229 8.0795 7.5000 07/15/2007 GNMA
362045UL8 GNMA 30 YR SF LN 17687 9,935 9,514 10,352 62 8.1917 7.5000 07/15/2007 GNMA
362045U87 GNMA 30 YR SF LN 17707 108,255 109,910 112,993 722 7.7596 8.0000 10/15/2007 GNMA
362045VA1 GNMA 30 YR SF LN 17709 173,256 169,392 180,536 1,083 7.8619 7.5000 06/15/2007 GNMA
362045V86 GNMA 30 YR SF LN 17739 69,645 69,838 72,221 435 7.4556 7.5000 05/15/2007 GNMA
362045V94 GNMA 30 YR SF LN 17740 231,522 232,164 240,086 1,447 7.4557 7.5000 06/15/2007 GNMA
362045WK8 GNMA 30 YR SF LN 17750 77,161 74,421 80,403 482 8.0810 7.5000 06/15/2007 GNMA
362045W51 GNMA 30 YR SF LN 17768 255,525 254,144 266,709 1,704 8.0879 8.0000 07/15/2007 GNMA
362045XD3 GNMA 30 YR SF LN 17776 73,048 70,454 75,469 457 8.0810 7.5000 06/15/2007 GNMA
362045XN1 GNMA 30 YR SF LN 17785 14,022 14,061 14,611 88 7.4557 7.5000 06/15/2007 GNMA
362045XY7 GNMA 30 YR SF LN 17795 61,601 59,001 63,880 385 8.1935 7.5000 06/15/2007 GNMA
362045XZ4 GNMA 30 YR SF LN 17796 92,400 89,105 95,818 578 8.0795 7.5000 07/15/2007 GNMA
362045X50 GNMA 30 YR SF LN 17800 82,402 79,717 86,009 549 8.5352 8.0000 08/15/2007 GNMA
362045YY6 GNMA 30 YR SF LN 17827 238,811 226,945 249,264 1,592 8.8305 8.0000 07/15/2007 GNMA
362045Y26 GNMA 30 YR SF LN 17829 72,339 72,540 75,379 452 7.4557 7.5000 06/15/2007 GNMA
362045ZA7 GNMA 30 YR SF LN 17837 145,649 143,891 151,769 910 7.6933 7.5000 07/15/2007 GNMA
362045ZE9 GNMA 30 YR SF LN 17841 71,106 71,305 74,094 444 7.4560 7.5000 08/15/2007 GNMA
362045ZG4 GNMA 30 YR SF LN 17843 63,523 64,498 66,303 423 7.7602 8.0000 11/15/2007 GNMA
362045Z33 GNMA 30 YR SF LN 17862 207,231 197,918 216,302 1,382 8.7341 8.0000 10/15/2007 GNMA
362045Z82 GNMA 30 YR SF LN 17867 98,444 94,933 102,581 615 8.0795 7.5000 07/15/2007 GNMA
3620452B1 GNMA 30 YR SF LN 17870 10,564 10,111 11,026 70 8.7145 8.0000 07/15/2007 GNMA
3620452E5 GNMA 30 YR SF LN 17873 157,513 149,653 164,407 1,050 8.8286 8.0000 08/15/2007 GNMA
3620453D6 GNMA 30 YR SF LN 17896 91,862 93,255 95,883 612 7.7583 8.0000 08/15/2007 GNMA
3620453M6 GNMA 30 YR SF LN 17904 36,048 34,493 37,626 240 8.7132 8.0000 08/15/2007 GNMA
3620453M6 GNMA 30 YR SF LN 17904 72,096 73,190 75,252 481 7.7583 8.0000 08/15/2007 GNMA
3620455B8 GNMA 30 YR SF LN 17942 53,876 54,700 56,234 359 7.7596 8.0000 10/15/2007 GNMA
3620455B8 GNMA 30 YR SF LN 17942 42,195 42,840 44,042 281 7.7596 8.0000 10/15/2007 GNMA
3620455E2 GNMA 30 YR SF LN 17945 72,748 73,869 75,932 485 7.7608 8.0000 12/15/2007 GNMA
3620455F9 GNMA 30 YR SF LN 17946 26,862 26,169 28,038 179 8.4083 8.0000 01/15/2008 GNMA
3620455X0 GNMA 30 YR SF LN 17962 37,001 35,405 38,621 247 8.7132 8.0000 08/15/2007 GNMA
3620456N1 GNMA 30 YR SF LN 17977 116,717 118,488 121,826 778 7.7583 8.0000 08/15/2007 GNMA
3620456N1 GNMA 30 YR SF LN 17977 87,040 88,361 90,850 580 7.7583 8.0000 08/15/2007 GNMA
3620456S0 GNMA 30 YR SF LN 17981 106,730 107,026 111,215 667 7.4557 7.5000 06/15/2007 GNMA
3620456Y7 GNMA 30 YR SF LN 17987 136,301 138,377 141,760 909 7.7589 8.0000 09/15/2007 GNMA
362046AT1 GNMA 30 YR SF LN 18018 47,394 47,526 49,385 296 7.4558 7.5000 07/15/2007 GNMA
362046AU8 GNMA 30 YR SF LN 18019 103,159 97,809 107,674 688 8.8683 8.0000 07/15/2007 GNMA
362046BA1 GNMA 30 YR SF LN 18033 126,226 124,703 131,530 789 7.6933 7.5000 07/15/2007 GNMA
362046BB9 GNMA 30 YR SF LN 18034 84,005 85,274 87,682 560 7.7576 8.0000 07/15/2007 GNMA
362046BH6 GNMA 30 YR SF LN 18040 99,859 101,380 104,230 666 7.7589 8.0000 09/15/2007 GNMA
362046BH6 GNMA 30 YR SF LN 18040 100,833 102,369 105,246 672 7.7589 8.0000 09/15/2007 GNMA
362046BH6 GNMA 30 YR SF LN 18040 67,222 68,246 70,164 448 7.7589 8.0000 09/15/2007 GNMA
362046B86 GNMA 30 YR SF LN 18063 92,127 90,179 96,159 614 8.3472 8.0000 07/15/2007 GNMA
362046DC5 GNMA 30 YR SF LN 18099 108,119 109,759 112,851 721 7.7583 8.0000 08/15/2007 GNMA
362046DE1 GNMA 30 YR SF LN 18101 90,502 91,886 94,463 603 7.7596 8.0000 10/15/2007 GNMA
362046DH4 GNMA 30 YR SF LN 18104 98,463 93,489 102,773 656 8.8230 8.0000 11/15/2007 GNMA
362046D84 GNMA 30 YR SF LN 18127 192,177 192,713 200,252 1,201 7.4558 7.5000 07/15/2007 GNMA
362046EC4 GNMA 30 YR SF LN 18131 202,711 193,678 211,584 1,351 8.7374 8.0000 08/15/2007 GNMA
362046ET7 GNMA 30 YR SF LN 18146 47,454 47,587 49,209 297 7.4560 7.5000 08/15/2007 GNMA
362046EZ3 GNMA 30 YR SF LN 18152 213,850 214,443 221,760 1,337 7.4557 7.5000 06/15/2007 GNMA
362046FD1 GNMA 30 YR SF LN 18164 43,672 43,793 45,287 273 7.4557 7.5000 06/15/2007 GNMA
362046FE9 GNMA 30 YR SF LN 18165 46,880 44,849 48,932 313 8.7120 8.0000 09/15/2007 GNMA
362046FG4 GNMA 30 YR SF LN 18167 118,950 112,965 124,156 793 8.8249 8.0000 10/15/2007 GNMA
362046F74 GNMA 30 YR SF LN 18190 180,646 181,145 188,237 1,129 7.4556 7.5000 05/15/2007 GNMA
</TABLE>
Page 62 of 141
<PAGE> 219
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362046GK4 GNMA 30 YR SF LN 18202 75,004 76,151 78,287 500 7.7596 8.0000 10/15/2007 GNMA
362046GT5 GNMA 30 YR SF LN 18210 16,930 16,204 17,671 113 8.7145 8.0000 07/15/2007 GNMA
362046GT5 GNMA 30 YR SF LN 18210 97,064 98,531 101,312 647 7.7576 8.0000 07/15/2007 GNMA
362046GV0 GNMA 30 YR SF LN 18212 32,932 31,505 34,373 220 8.7120 8.0000 09/15/2007 GNMA
362046G24 GNMA 30 YR SF LN 18217 141,344 141,738 146,572 883 7.4558 7.5000 07/15/2007 GNMA
362046HN7 GNMA 30 YR SF LN 18237 64,713 64,894 67,432 404 7.4558 7.5000 07/15/2007 GNMA
362046JA3 GNMA 30 YR SF LN 18257 144,728 137,221 150,524 965 8.8683 8.0000 07/15/2007 GNMA
362046JM7 GNMA 30 YR SF LN 18268 272,825 263,094 282,917 1,705 8.0795 7.5000 07/15/2007 GNMA
362046JX3 GNMA 30 YR SF LN 18278 123,839 125,740 129,259 826 7.7602 8.0000 11/15/2007 GNMA
362046KG8 GNMA 30 YR SF LN 18295 77,365 77,580 80,227 484 7.4557 7.5000 06/15/2007 GNMA
362046KX1 GNMA 30 YR SF LN 18310 23,538 22,774 24,568 157 8.5365 8.0000 07/15/2007 GNMA
362046KZ6 GNMA 30 YR SF LN 18312 119,955 113,970 125,205 800 8.8286 8.0000 08/15/2007 GNMA
362046LE2 GNMA 30 YR SF LN 18325 82,179 77,896 85,776 548 8.8669 8.0000 08/15/2007 GNMA
362046LH5 GNMA 30 YR SF LN 18328 19,737 20,039 20,527 132 7.7596 8.0000 10/15/2007 GNMA
362046LJ1 GNMA 30 YR SF LN 18329 96,672 98,162 100,903 644 7.7608 8.0000 12/15/2007 GNMA
362046LN2 GNMA 30 YR SF LN 18333 121,715 123,561 127,042 811 7.7583 8.0000 08/15/2007 GNMA
362046LQ5 GNMA 30 YR SF LN 18335 94,322 95,759 98,450 629 7.7589 8.0000 09/15/2007 GNMA
362046MF8 GNMA 30 YR SF LN 18358 130,024 132,004 135,715 867 7.7589 8.0000 09/15/2007 GNMA
362046MG6 GNMA 30 YR SF LN 18359 294,610 279,971 307,505 1,964 8.8305 8.0000 07/15/2007 GNMA
362046MJ0 GNMA 30 YR SF LN 18361 49,187 49,930 51,340 328 7.7576 8.0000 07/15/2007 GNMA
362046MM3 GNMA 30 YR SF LN 18364 188,665 181,965 196,593 1,179 8.0810 7.5000 06/15/2007 GNMA
362046Q31 GNMA 30 YR SF LN 18474 130,744 124,193 136,467 872 8.8267 8.0000 09/15/2007 GNMA
362046RG1 GNMA 30 YR SF LN 18487 123,742 125,626 129,158 825 7.7589 8.0000 09/15/2007 GNMA
362046RS5 GNMA 30 YR SF LN 18497 110,722 105,746 115,568 738 8.7341 8.0000 10/15/2007 GNMA
362046RS5 GNMA 30 YR SF LN 18497 111,179 107,526 116,045 741 8.5327 8.0000 10/15/2007 GNMA
362046R22 GNMA 30 YR SF LN 18505 89,378 89,630 93,134 559 7.4561 7.5000 09/15/2007 GNMA
362046R89 GNMA 30 YR SF LN 18511 51,026 48,753 53,070 340 8.7374 8.0000 08/15/2007 GNMA
362046S70 GNMA 30 YR SF LN 18542 125,180 118,908 130,193 835 8.8267 8.0000 09/15/2007 GNMA
362046S88 GNMA 30 YR SF LN 18543 31,932 30,896 33,330 213 8.5365 8.0000 07/15/2007 GNMA
362046TJ3 GNMA 30 YR SF LN 18553 311,034 309,335 324,648 2,074 8.0876 8.0000 09/15/2007 GNMA
362046TJ3 GNMA 30 YR SF LN 18553 108,318 103,471 113,059 722 8.7358 8.0000 09/15/2007 GNMA
362046TQ7 GNMA 30 YR SF LN 18559 17,033 16,299 17,779 114 8.7132 8.0000 08/15/2007 GNMA
362046TQ7 GNMA 30 YR SF LN 18559 200,156 193,633 208,917 1,334 8.5352 8.0000 08/15/2007 GNMA
362046TQ7 GNMA 30 YR SF LN 18559 88,799 90,146 92,686 592 7.7583 8.0000 08/15/2007 GNMA
362046TY0 GNMA 30 YR SF LN 18567 85,988 82,140 89,752 573 8.7358 8.0000 09/15/2007 GNMA
362046T79 GNMA 30 YR SF LN 18574 12,116 12,036 12,646 81 8.1069 8.0000 08/15/2007 GNMA
362046T87 GNMA 30 YR SF LN 18575 3,643 3,515 3,778 23 8.0824 7.5000 05/15/2007 GNMA
362046T95 GNMA 30 YR SF LN 18576 170,971 162,196 179,311 1,140 8.8159 8.0000 03/15/2008 GNMA
362046UC6 GNMA 30 YR SF LN 18579 187,258 178,913 195,454 1,248 8.7374 8.0000 08/15/2007 GNMA
362046UH5 GNMA 30 YR SF LN 18584 182,225 174,105 190,201 1,215 8.7374 8.0000 08/15/2007 GNMA
362046UP7 GNMA 30 YR SF LN 18590 60,838 57,777 63,501 406 8.8249 8.0000 10/15/2007 GNMA
362046UQ5 GNMA 30 YR SF LN 18591 41,675 39,570 43,499 278 8.8230 8.0000 11/15/2007 GNMA
362046U77 GNMA 30 YR SF LN 18606 74,618 75,755 77,884 497 7.7589 8.0000 09/15/2007 GNMA
362046VQ4 GNMA 30 YR SF LN 18623 80,841 81,066 84,238 505 7.4557 7.5000 06/15/2007 GNMA
362046VV3 GNMA 30 YR SF LN 18628 83,862 79,677 87,221 559 8.8286 8.0000 08/15/2007 GNMA
362046VW1 GNMA 30 YR SF LN 18629 89,462 84,822 93,378 596 8.8683 8.0000 07/15/2007 GNMA
362046WF7 GNMA 30 YR SF LN 18646 104,926 106,524 109,519 700 7.7589 8.0000 09/15/2007 GNMA
362046WK6 GNMA 30 YR SF LN 18650 14,099 13,860 14,621 88 7.7722 7.5000 07/15/2007 GNMA
362046WK6 GNMA 30 YR SF LN 18650 111,100 109,759 115,210 694 7.6933 7.5000 07/15/2007 GNMA
362046W42 GNMA 30 YR SF LN 18667 157,704 160,096 164,607 1,051 7.7583 8.0000 08/15/2007 GNMA
362046W83 GNMA 30 YR SF LN 18671 244,241 247,960 254,931 1,628 7.7589 8.0000 09/15/2007 GNMA
362046XH2 GNMA 30 YR SF LN 18680 110,804 112,504 115,654 739 7.7602 8.0000 11/15/2007 GNMA
362046XK5 GNMA 30 YR SF LN 18682 103,767 99,124 108,309 692 8.7358 8.0000 09/15/2007 GNMA
362046X41 GNMA 30 YR SF LN 18699 175,588 166,790 183,273 1,171 8.8267 8.0000 09/15/2007 GNMA
362046YY4 GNMA 30 YR SF LN 18727 179,297 179,796 186,831 1,121 7.4558 7.5000 07/15/2007 GNMA
362046Y40 GNMA 30 YR SF LN 18731 150,654 142,763 157,248 1,004 8.8655 8.0000 09/15/2007 GNMA
362046Y40 GNMA 30 YR SF LN 18731 150,677 142,784 157,272 1,005 8.8655 8.0000 09/15/2007 GNMA
362046ZG2 GNMA 30 YR SF LN 18743 72,628 70,049 75,680 454 8.0810 7.5000 06/15/2007 GNMA
362046ZS6 GNMA 30 YR SF LN 18753 191,630 183,324 200,018 1,278 8.7120 8.0000 09/15/2007 GNMA
362046ZU1 GNMA 30 YR SF LN 18755 151,438 143,787 158,066 1,010 8.8230 8.0000 11/15/2007 GNMA
362046Z23 GNMA 30 YR SF LN 18761 50,380 51,151 52,585 336 7.7596 8.0000 10/15/2007 GNMA
</TABLE>
Page 63 of 141
<PAGE> 220
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362046Z23 GNMA 30 YR SF LN 18761 41,913 42,554 43,748 279 7.7596 8.0000 10/15/2007 GNMA
3620462B9 GNMA 30 YR SF LN 18770 149,853 143,176 156,412 999 8.7374 8.0000 08/15/2007 GNMA
3620462C7 GNMA 30 YR SF LN 18771 6,691 6,393 6,984 45 8.7358 8.0000 09/15/2007 GNMA
3620462C7 GNMA 30 YR SF LN 18771 54,140 51,718 56,510 361 8.7358 8.0000 09/15/2007 GNMA
3620462E3 GNMA 30 YR SF LN 18773 129,619 131,593 135,292 864 7.7589 8.0000 09/15/2007 GNMA
3620462E3 GNMA 30 YR SF LN 18773 89,899 91,268 93,834 599 7.7589 8.0000 09/15/2007 GNMA
3620462G8 GNMA 30 YR SF LN 18775 116,489 110,677 121,588 777 8.8286 8.0000 08/15/2007 GNMA
3620462M5 GNMA 30 YR SF LN 18780 169,559 161,063 176,981 1,130 8.8267 8.0000 09/15/2007 GNMA
3620462U7 GNMA 30 YR SF LN 18787 125,757 127,664 131,261 838 7.7583 8.0000 08/15/2007 GNMA
3620462U7 GNMA 30 YR SF LN 18787 62,878 63,832 65,630 419 7.7583 8.0000 08/15/2007 GNMA
3620462V5 GNMA 30 YR SF LN 18788 176,345 167,508 184,064 1,176 8.8267 8.0000 09/15/2007 GNMA
3620463H5 GNMA 30 YR SF LN 18800 54,149 52,472 56,318 361 8.5500 8.0000 09/15/2006 GNMA
3620463V4 GNMA 30 YR SF LN 18812 183,836 177,845 191,883 1,226 8.5352 8.0000 08/15/2007 GNMA
3620463V4 GNMA 30 YR SF LN 18812 99,272 100,777 103,617 662 7.7583 8.0000 08/15/2007 GNMA
3620463V4 GNMA 30 YR SF LN 18812 176,483 179,159 184,208 1,177 7.7583 8.0000 08/15/2007 GNMA
3620464D3 GNMA 30 YR SF LN 18820 45,463 43,842 47,373 284 8.0795 7.5000 07/15/2007 GNMA
3620464P6 GNMA 30 YR SF LN 18830 402,449 400,251 420,064 2,683 8.0876 8.0000 09/15/2007 GNMA
3620464S0 GNMA 30 YR SF LN 18833 111,170 106,175 116,036 741 8.7341 8.0000 10/15/2007 GNMA
3620464W1 GNMA 30 YR SF LN 18837 144,626 138,182 150,956 964 8.7374 8.0000 08/15/2007 GNMA
3620464W1 GNMA 30 YR SF LN 18837 206,609 196,299 215,652 1,377 8.8286 8.0000 08/15/2007 GNMA
3620464W1 GNMA 30 YR SF LN 18837 188,014 178,633 196,243 1,253 8.8286 8.0000 08/15/2007 GNMA
3620466L3 GNMA 30 YR SF LN 18875 162,427 158,956 169,536 1,083 8.3461 8.0000 09/15/2007 GNMA
3620467M0 GNMA 30 YR SF LN 18900 13,400 12,962 13,937 89 8.5340 8.0000 09/15/2007 GNMA
362047AA0 GNMA 30 YR SF LN 18901 25,086 23,999 26,184 167 8.7120 8.0000 09/15/2007 GNMA
362047AQ5 GNMA 30 YR SF LN 18915 92,195 88,907 96,069 576 8.0795 7.5000 07/15/2007 GNMA
362047BK7 GNMA 30 YR SF LN 18942 79,772 81,015 83,264 532 7.7627 8.0000 03/15/2008 GNMA
362047BZ4 GNMA 30 YR SF LN 18956 143,372 138,680 149,647 956 8.5340 8.0000 09/15/2007 GNMA
362047B35 GNMA 30 YR SF LN 18958 92,242 88,097 96,279 615 8.7341 8.0000 10/15/2007 GNMA
362047B50 GNMA 30 YR SF LN 18960 74,794 71,553 78,068 499 8.7120 8.0000 09/15/2007 GNMA
362047CF7 GNMA 30 YR SF LN 18970 105,912 102,446 110,548 706 8.5340 8.0000 09/15/2007 GNMA
362047CJ9 GNMA 30 YR SF LN 18973 215,515 204,715 224,146 1,437 8.8267 8.0000 09/15/2007 GNMA
362047C26 GNMA 30 YR SF LN 18989 128,625 125,890 134,255 858 8.3467 8.0000 08/15/2007 GNMA
362047C34 GNMA 30 YR SF LN 18990 160,995 155,253 167,760 1,006 8.0795 7.5000 07/15/2007 GNMA
362047C59 GNMA 30 YR SF LN 18992 372,584 370,549 388,892 2,484 8.0876 8.0000 09/15/2007 GNMA
362047DC3 GNMA 30 YR SF LN 18999 2,971 2,815 3,101 20 8.8642 8.0000 10/15/2007 GNMA
362047DP4 GNMA 30 YR SF LN 19010 17,414 16,899 17,682 116 8.6743 8.0000 07/15/2004 GNMA
362047DT6 GNMA 30 YR SF LN 19014 19,424 18,451 20,274 130 8.8267 8.0000 09/15/2007 GNMA
362047DV1 GNMA 30 YR SF LN 19016 10,427 10,587 10,883 70 7.7589 8.0000 09/15/2007 GNMA
362047D33 GNMA 30 YR SF LN 19022 114,519 108,805 119,105 763 8.8286 8.0000 08/15/2007 GNMA
362047D90 GNMA 30 YR SF LN 19028 119,063 113,855 124,274 794 8.7095 8.0000 11/15/2007 GNMA
362047ED0 GNMA 30 YR SF LN 19032 28,545 27,098 29,794 190 8.8212 8.0000 12/15/2007 GNMA
362047FA5 GNMA 30 YR SF LN 19061 69,231 70,281 72,261 462 7.7583 8.0000 08/15/2007 GNMA
362047FF4 GNMA 30 YR SF LN 19066 50,513 51,286 52,724 337 7.7596 8.0000 10/15/2007 GNMA
362047FX5 GNMA 30 YR SF LN 19082 181,746 181,894 192,013 1,250 8.2375 8.2500 05/15/2008 GNMA
362047FX5 GNMA 30 YR SF LN 19082 126,298 126,401 133,433 868 8.2375 8.2500 05/15/2008 GNMA
362047FY3 GNMA 30 YR SF LN 19083 77,409 78,602 80,797 516 7.7608 8.0000 12/15/2007 GNMA
362047F56 GNMA 30 YR SF LN 19088 118,510 112,622 123,697 790 8.8305 8.0000 07/15/2007 GNMA
362047F98 GNMA 30 YR SF LN 19092 110,567 106,979 115,407 737 8.5365 8.0000 07/15/2007 GNMA
362047HN5 GNMA 30 YR SF LN 19137 59,498 60,401 61,881 397 7.7583 8.0000 08/15/2007 GNMA
362047HN5 GNMA 30 YR SF LN 19137 40,175 40,784 41,784 268 7.7583 8.0000 08/15/2007 GNMA
362047HQ8 GNMA 30 YR SF LN 19139 139,844 133,586 145,965 932 8.7358 8.0000 09/15/2007 GNMA
362047HS4 GNMA 30 YR SF LN 19141 29,002 28,393 29,409 181 8.2156 7.5000 05/15/2002 GNMA
362047HZ8 GNMA 30 YR SF LN 19148 122,943 117,614 128,324 820 8.7120 8.0000 09/15/2007 GNMA
362047H21 GNMA 30 YR SF LN 19149 28,797 27,543 30,057 192 8.7108 8.0000 10/15/2007 GNMA
362047JB9 GNMA 30 YR SF LN 19158 89,853 90,018 94,929 618 8.2220 8.2500 06/15/2008 GNMA
362047JJ2 GNMA 30 YR SF LN 19165 41,839 39,909 43,670 279 8.7493 8.0000 11/15/2007 GNMA
362047JJ2 GNMA 30 YR SF LN 19165 26,777 27,188 27,949 179 7.7602 8.0000 11/15/2007 GNMA
362047JM5 GNMA 30 YR SF LN 19168 11,753 11,763 12,417 81 8.2375 8.2500 04/15/2008 GNMA
362047JY9 GNMA 30 YR SF LN 19179 210,699 200,185 219,921 1,405 8.8286 8.0000 08/15/2007 GNMA
362047J29 GNMA 30 YR SF LN 19181 122,849 118,812 128,226 819 8.5327 8.0000 10/15/2007 GNMA
362047KA9 GNMA 30 YR SF LN 19189 22,404 21,438 23,385 149 8.7132 8.0000 08/15/2007 GNMA
</TABLE>
Page 64 of 141
<PAGE> 221
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362047KE1 GNMA 30 YR SF LN 19193 217,595 206,513 227,119 1,451 8.8194 8.0000 01/15/2008 GNMA
362047KE1 GNMA 30 YR SF LN 19193 189,823 183,509 198,132 1,265 8.5291 8.0000 01/15/2008 GNMA
362047KH4 GNMA 30 YR SF LN 19196 67,276 68,296 70,221 449 7.7583 8.0000 08/15/2007 GNMA
362047KL5 GNMA 30 YR SF LN 19199 13,667 13,705 14,173 85 7.4561 7.5000 09/15/2007 GNMA
362047LN0 GNMA 30 YR SF LN 19233 44,177 42,217 46,111 295 8.7391 8.0000 07/15/2007 GNMA
362047LN0 GNMA 30 YR SF LN 19233 12,525 11,904 13,073 84 8.8305 8.0000 07/15/2007 GNMA
362047L67 GNMA 30 YR SF LN 19249 61,243 62,176 63,924 408 7.7589 8.0000 09/15/2007 GNMA
362047MW9 GNMA 30 YR SF LN 19273 119,392 113,138 124,618 796 8.8655 8.0000 09/15/2007 GNMA
362047MW9 GNMA 30 YR SF LN 19273 24,225 23,175 25,285 162 8.7120 8.0000 09/15/2007 GNMA
362047MY5 GNMA 30 YR SF LN 19275 106,935 101,600 111,616 713 8.8286 8.0000 08/15/2007 GNMA
362047M58 GNMA 30 YR SF LN 19280 19,490 19,072 20,343 130 8.3456 8.0000 10/15/2007 GNMA
362047NG3 GNMA 30 YR SF LN 19291 112,224 108,536 117,136 748 8.5327 8.0000 10/15/2007 GNMA
362047NJ7 GNMA 30 YR SF LN 19293 97,492 92,337 101,759 650 8.8628 8.0000 11/15/2007 GNMA
362047NL2 GNMA 30 YR SF LN 19295 118,851 120,676 124,053 792 7.7602 8.0000 11/15/2007 GNMA
362047NV0 GNMA 30 YR SF LN 19304 491,855 489,183 513,383 3,279 8.0877 8.0000 08/15/2007 GNMA
362047PC0 GNMA 30 YR SF LN 19319 97,266 92,372 101,523 648 8.8249 8.0000 10/15/2007 GNMA
362047QF2 GNMA 30 YR SF LN 19354 93,001 88,822 95,931 620 8.7341 8.0000 10/15/2007 GNMA
362047QS4 GNMA 30 YR SF LN 19365 186,455 185,422 194,616 1,243 8.0872 8.0000 12/15/2007 GNMA
362047QV7 GNMA 30 YR SF LN 19368 122,345 119,680 127,700 816 8.3440 8.0000 01/15/2008 GNMA
362047RA2 GNMA 30 YR SF LN 19381 84,860 82,094 88,259 566 8.5352 8.0000 08/15/2007 GNMA
362047RW4 GNMA 30 YR SF LN 19401 184,304 178,247 192,371 1,229 8.5327 8.0000 10/15/2007 GNMA
362047R20 GNMA 30 YR SF LN 19405 104,626 100,092 109,205 698 8.7120 8.0000 09/15/2007 GNMA
362047R53 GNMA 30 YR SF LN 19408 33,992 32,458 35,480 227 8.7325 8.0000 11/15/2007 GNMA
362047R87 GNMA 30 YR SF LN 19411 69,189 66,722 72,096 432 8.0795 7.5000 07/15/2007 GNMA
362047ST0 GNMA 30 YR SF LN 19430 84,706 84,143 88,414 565 8.1067 8.0000 09/15/2007 GNMA
362047SW3 GNMA 30 YR SF LN 19433 96,436 91,385 100,657 643 8.8655 8.0000 09/15/2007 GNMA
362047SW3 GNMA 30 YR SF LN 19433 198,297 188,361 206,976 1,322 8.8267 8.0000 09/15/2007 GNMA
362047SW3 GNMA 30 YR SF LN 19433 39,177 37,214 40,892 261 8.8267 8.0000 09/15/2007 GNMA
362047SW3 GNMA 30 YR SF LN 19433 132,600 134,619 138,404 884 7.7589 8.0000 09/15/2007 GNMA
362047TK8 GNMA 30 YR SF LN 19454 63,665 64,639 66,215 424 7.7596 8.0000 10/15/2007 GNMA
362047TM4 GNMA 30 YR SF LN 19456 62,300 63,249 65,027 415 7.7589 8.0000 09/15/2007 GNMA
362047TP7 GNMA 30 YR SF LN 19458 125,310 127,211 130,795 835 7.7583 8.0000 08/15/2007 GNMA
362047TU6 GNMA 30 YR SF LN 19463 69,215 65,762 72,245 461 8.8286 8.0000 08/15/2007 GNMA
362047T77 GNMA 30 YR SF LN 19474 60,883 58,899 63,321 406 8.5352 8.0000 08/15/2007 GNMA
362047UA8 GNMA 30 YR SF LN 19477 78,145 79,330 81,275 521 7.7583 8.0000 08/15/2007 GNMA
362047UE0 GNMA 30 YR SF LN 19481 130,988 124,424 136,234 873 8.8267 8.0000 09/15/2007 GNMA
362047UQ3 GNMA 30 YR SF LN 19491 107,850 103,044 112,571 719 8.7374 8.0000 08/15/2007 GNMA
362047UV2 GNMA 30 YR SF LN 19496 102,835 98,253 106,954 686 8.7374 8.0000 08/15/2007 GNMA
362047V66 GNMA 30 YR SF LN 19537 201,399 194,754 210,214 1,343 8.5315 8.0000 11/15/2007 GNMA
362047WA6 GNMA 30 YR SF LN 19541 76,641 73,211 79,996 511 8.7358 8.0000 09/15/2007 GNMA
362047WB4 GNMA 30 YR SF LN 19542 69,118 65,498 72,143 461 8.8655 8.0000 09/15/2007 GNMA
362047WC2 GNMA 30 YR SF LN 19543 80,517 81,749 84,041 537 7.7596 8.0000 10/15/2007 GNMA
362047WQ1 GNMA 30 YR SF LN 19555 111,366 107,706 116,240 742 8.5327 8.0000 10/15/2007 GNMA
362047WX6 GNMA 30 YR SF LN 19562 185,947 176,630 194,086 1,240 8.8267 8.0000 09/15/2007 GNMA
362047WY4 GNMA 30 YR SF LN 19563 424,401 422,083 442,977 2,829 8.0876 8.0000 09/15/2007 GNMA
362047WZ1 GNMA 30 YR SF LN 19564 156,248 151,113 163,087 1,042 8.5327 8.0000 10/15/2007 GNMA
362047W32 GNMA 30 YR SF LN 19566 270,504 256,334 282,344 1,803 8.8655 8.0000 09/15/2007 GNMA
362047W81 GNMA 30 YR SF LN 19571 28,802 28,066 30,063 192 8.4102 8.0000 11/15/2007 GNMA
362047W81 GNMA 30 YR SF LN 19571 87,559 88,903 91,391 584 7.7602 8.0000 11/15/2007 GNMA
362047X49 GNMA 30 YR SF LN 19599 118,345 112,390 123,525 789 8.8249 8.0000 10/15/2007 GNMA
362047YB2 GNMA 30 YR SF LN 19606 92,315 89,269 96,356 615 8.5315 8.0000 11/15/2007 GNMA
362047YF3 GNMA 30 YR SF LN 19610 58,318 55,779 60,871 389 8.7108 8.0000 10/15/2007 GNMA
362047YV8 GNMA 30 YR SF LN 19624 13,867 13,416 14,422 92 8.5352 8.0000 08/15/2007 GNMA
362047YY2 GNMA 30 YR SF LN 19627 107,842 102,371 112,562 719 8.8212 8.0000 12/15/2007 GNMA
362047ZC9 GNMA 30 YR SF LN 19639 81,729 81,956 85,163 511 7.4557 7.5000 06/15/2007 GNMA
362047ZH8 GNMA 30 YR SF LN 19644 42,049 39,934 43,889 280 8.8249 8.0000 10/15/2007 GNMA
362047ZL9 GNMA 30 YR SF LN 19647 122,630 116,511 127,998 818 8.8286 8.0000 08/15/2007 GNMA
362047ZN5 GNMA 30 YR SF LN 19649 18,991 18,168 19,822 127 8.7120 8.0000 09/15/2007 GNMA
362047ZS4 GNMA 30 YR SF LN 19653 138,495 140,604 144,042 923 7.7589 8.0000 09/15/2007 GNMA
362047ZU9 GNMA 30 YR SF LN 19655 74,639 70,868 77,906 498 8.8230 8.0000 11/15/2007 GNMA
3620472B7 GNMA 30 YR SF LN 19670 7,287 6,960 7,606 49 8.7341 8.0000 10/15/2007 GNMA
</TABLE>
Page 65 of 141
<PAGE> 222
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3620472B7 GNMA 30 YR SF LN 19670 50,723 48,444 52,943 338 8.7341 8.0000 10/15/2007 GNMA
3620472C5 GNMA 30 YR SF LN 19671 221,750 216,031 231,456 1,478 8.4083 8.0000 01/15/2008 GNMA
3620472C5 GNMA 30 YR SF LN 19671 23,556 22,949 24,587 157 8.4083 8.0000 01/15/2008 GNMA
3620472C5 GNMA 30 YR SF LN 19671 218,501 212,865 228,065 1,457 8.4083 8.0000 01/15/2008 GNMA
3620472U5 GNMA 30 YR SF LN 19687 64,738 61,494 67,572 432 8.8267 8.0000 09/15/2007 GNMA
3620473K6 GNMA 30 YR SF LN 19702 158,941 151,010 165,898 1,060 8.8286 8.0000 08/15/2007 GNMA
3620474G4 GNMA 30 YR SF LN 19723 10,444 9,990 10,901 70 8.7108 8.0000 10/15/2007 GNMA
3620474L3 GNMA 30 YR SF LN 19727 115,677 109,881 120,740 771 8.8267 8.0000 09/15/2007 GNMA
3620475B4 GNMA 30 YR SF LN 19742 119,507 121,342 124,738 797 7.7602 8.0000 11/15/2007 GNMA
3620475C2 GNMA 30 YR SF LN 19743 70,118 67,804 73,187 467 8.5315 8.0000 11/15/2007 GNMA
3620475X6 GNMA 30 YR SF LN 19762 45,961 43,960 47,973 306 8.7108 8.0000 10/15/2007 GNMA
3620475X6 GNMA 30 YR SF LN 19762 78,727 75,299 82,173 525 8.7108 8.0000 10/15/2007 GNMA
3620476F4 GNMA 30 YR SF LN 19770 81,744 78,071 85,322 545 8.7341 8.0000 10/15/2007 GNMA
3620476L1 GNMA 30 YR SF LN 19775 83,394 84,679 87,044 556 7.7608 8.0000 12/15/2007 GNMA
3620476L1 GNMA 30 YR SF LN 19775 85,322 86,637 89,057 569 7.7608 8.0000 12/15/2007 GNMA
3620476L1 GNMA 30 YR SF LN 19775 85,322 86,637 89,057 569 7.7608 8.0000 12/15/2007 GNMA
3620476L1 GNMA 30 YR SF LN 19775 58,327 59,227 60,880 389 7.7608 8.0000 12/15/2007 GNMA
3620476Q0 GNMA 30 YR SF LN 19779 127,731 128,088 133,098 798 7.4560 7.5000 08/15/2007 GNMA
362048AB6 GNMA 30 YR SF LN 19802 61,082 58,009 63,756 407 8.8249 8.0000 10/15/2007 GNMA
362048AH3 GNMA 30 YR SF LN 19808 107,954 109,592 112,679 720 7.7583 8.0000 08/15/2007 GNMA
362048AT7 GNMA 30 YR SF LN 19818 78,710 75,891 82,017 492 8.0781 7.5000 08/15/2007 GNMA
362048AU4 GNMA 30 YR SF LN 19819 61,809 62,750 64,514 412 7.7589 8.0000 09/15/2007 GNMA
362048BG4 GNMA 30 YR SF LN 19839 78,865 76,285 82,317 526 8.5340 8.0000 09/15/2007 GNMA
362048BH2 GNMA 30 YR SF LN 19840 18,333 17,411 19,135 122 8.8249 8.0000 10/15/2007 GNMA
362048BN9 GNMA 30 YR SF LN 19845 73,030 74,151 76,227 487 7.7602 8.0000 11/15/2007 GNMA
362048BR0 GNMA 30 YR SF LN 19848 93,297 94,718 97,381 622 7.7589 8.0000 09/15/2007 GNMA
362048BW9 GNMA 30 YR SF LN 19853 89,738 91,104 93,666 598 7.7589 8.0000 09/15/2007 GNMA
362048B58 GNMA 30 YR SF LN 19860 22,130 21,017 23,016 148 8.8249 8.0000 10/15/2007 GNMA
362048CL2 GNMA 30 YR SF LN 19875 109,002 104,104 113,773 727 8.7341 8.0000 10/15/2007 GNMA
362048C99 GNMA 30 YR SF LN 19896 98,398 93,995 102,705 656 8.7358 8.0000 09/15/2007 GNMA
362048EA4 GNMA 30 YR SF LN 19929 138,082 132,098 144,126 921 8.7120 8.0000 09/15/2007 GNMA
362048EF3 GNMA 30 YR SF LN 19934 83,390 79,212 87,040 556 8.8267 8.0000 09/15/2007 GNMA
362048EH9 GNMA 30 YR SF LN 19936 85,985 83,172 89,749 573 8.5340 8.0000 09/15/2007 GNMA
362048ES5 GNMA 30 YR SF LN 19945 40,212 38,469 41,972 268 8.7120 8.0000 09/15/2007 GNMA
362048FB1 GNMA 30 YR SF LN 19962 205,928 195,440 214,941 1,373 8.8194 8.0000 01/15/2008 GNMA
362048FC9 GNMA 30 YR SF LN 19963 137,472 131,295 143,489 916 8.7341 8.0000 10/15/2007 GNMA
362048FC9 GNMA 30 YR SF LN 19963 317,244 301,280 331,130 2,115 8.8249 8.0000 10/15/2007 GNMA
362048FK1 GNMA 30 YR SF LN 19970 57,713 57,421 60,239 385 8.0814 8.0000 09/15/2007 GNMA
362048FL9 GNMA 30 YR SF LN 19971 218,408 207,464 227,968 1,456 8.8267 8.0000 09/15/2007 GNMA
362048FV7 GNMA 30 YR SF LN 19980 155,929 150,826 162,754 1,040 8.5340 8.0000 09/15/2007 GNMA
362048F96 GNMA 30 YR SF LN 19992 20,185 19,522 21,068 135 8.5327 8.0000 10/15/2007 GNMA
362048F96 GNMA 30 YR SF LN 19992 157,188 159,591 164,068 1,048 7.7596 8.0000 10/15/2007 GNMA
362048GB0 GNMA 30 YR SF LN 19994 88,283 89,628 92,147 589 7.7589 8.0000 09/15/2007 GNMA
362048GR5 GNMA 30 YR SF LN 20008 142,211 137,519 148,436 948 8.5315 8.0000 11/15/2007 GNMA
362048GR5 GNMA 30 YR SF LN 20008 26,398 25,528 27,553 176 8.5315 8.0000 11/15/2007 GNMA
362048G95 GNMA 30 YR SF LN 20024 52,849 51,497 55,162 352 8.4102 8.0000 11/15/2007 GNMA
362048HC7 GNMA 30 YR SF LN 20027 52,790 53,601 55,101 352 7.7602 8.0000 11/15/2007 GNMA
362048HJ2 GNMA 30 YR SF LN 20033 87,517 83,568 91,348 583 8.7325 8.0000 11/15/2007 GNMA
362048HL7 GNMA 30 YR SF LN 20035 178,867 171,114 186,696 1,192 8.7120 8.0000 09/15/2007 GNMA
362048HP8 GNMA 30 YR SF LN 20038 76,903 78,084 80,269 513 7.7602 8.0000 11/15/2007 GNMA
362048HU7 GNMA 30 YR SF LN 20043 62,198 63,145 64,920 415 7.7589 8.0000 09/15/2007 GNMA
362048H86 GNMA 30 YR SF LN 20055 54,887 53,709 57,289 366 8.3456 8.0000 10/15/2007 GNMA
362048JH4 GNMA 30 YR SF LN 20064 24,451 23,392 25,521 163 8.7120 8.0000 09/15/2007 GNMA
362048JJ0 GNMA 30 YR SF LN 20065 73,911 70,723 76,871 493 8.7132 8.0000 08/15/2007 GNMA
362048JM3 GNMA 30 YR SF LN 20068 120,419 114,385 125,690 803 8.8267 8.0000 09/15/2007 GNMA
362048JR2 GNMA 30 YR SF LN 20072 15,467 14,959 16,144 103 8.5327 8.0000 10/15/2007 GNMA
362048JR2 GNMA 30 YR SF LN 20072 15,467 14,959 16,144 103 8.5327 8.0000 10/15/2007 GNMA
362048JR2 GNMA 30 YR SF LN 20072 15,532 15,022 16,212 104 8.5327 8.0000 10/15/2007 GNMA
362048JR2 GNMA 30 YR SF LN 20072 15,467 14,959 16,144 103 8.5327 8.0000 10/15/2007 GNMA
362048KR0 GNMA 30 YR SF LN 20104 129,802 123,298 135,483 865 8.8267 8.0000 09/15/2007 GNMA
362048KY5 GNMA 30 YR SF LN 20111 208,185 211,355 217,297 1,388 7.7589 8.0000 09/15/2007 GNMA
</TABLE>
Page 66 of 141
<PAGE> 223
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362048K58 GNMA 30 YR SF LN 20116 28,528 28,339 29,777 190 8.1067 8.0000 09/15/2007 GNMA
362048K58 GNMA 30 YR SF LN 20116 126,793 128,724 132,343 845 7.7589 8.0000 09/15/2007 GNMA
362048LP3 GNMA 30 YR SF LN 20134 132,541 128,098 138,342 884 8.5267 8.0000 03/15/2008 GNMA
362048LS7 GNMA 30 YR SF LN 20137 103,572 98,383 106,836 690 8.8267 8.0000 09/15/2007 GNMA
362048LT5 GNMA 30 YR SF LN 20138 75,821 72,535 78,858 505 8.7120 8.0000 09/15/2007 GNMA
362048MR8 GNMA 30 YR SF LN 20168 68,483 69,535 71,481 457 7.7602 8.0000 11/15/2007 GNMA
362048MU1 GNMA 30 YR SF LN 20171 20,359 19,925 21,250 136 8.3461 8.0000 09/15/2007 GNMA
362048MU1 GNMA 30 YR SF LN 20171 135,899 129,817 141,847 906 8.7358 8.0000 09/15/2007 GNMA
362048MV9 GNMA 30 YR SF LN 20172 44,229 42,013 46,165 295 8.8267 8.0000 09/15/2007 GNMA
362048MV9 GNMA 30 YR SF LN 20172 68,003 69,039 70,979 453 7.7589 8.0000 09/15/2007 GNMA
362048MX5 GNMA 30 YR SF LN 20174 20,177 19,299 21,060 135 8.7108 8.0000 10/15/2007 GNMA
362048M49 GNMA 30 YR SF LN 20179 106,146 102,673 110,397 708 8.5340 8.0000 09/15/2007 GNMA
362048NM8 GNMA 30 YR SF LN 20196 82,843 82,416 86,882 552 8.0810 8.0000 12/15/2007 GNMA
362048NN6 GNMA 30 YR SF LN 20197 119,459 121,278 124,688 796 7.7589 8.0000 09/15/2007 GNMA
362048NP1 GNMA 30 YR SF LN 20198 11,256 10,753 11,749 75 8.7358 8.0000 09/15/2007 GNMA
362048PD6 GNMA 30 YR SF LN 20220 45,727 43,332 47,728 305 8.8655 8.0000 09/15/2007 GNMA
362048PE4 GNMA 30 YR SF LN 20221 104,653 99,970 109,234 698 8.7358 8.0000 09/15/2007 GNMA
362048PR5 GNMA 30 YR SF LN 20232 64,627 61,226 67,456 431 8.8642 8.0000 10/15/2007 GNMA
362048P87 GNMA 30 YR SF LN 20247 26,126 25,568 27,270 174 8.3461 8.0000 09/15/2007 GNMA
362048P87 GNMA 30 YR SF LN 20247 18,869 18,466 19,695 126 8.3461 8.0000 09/15/2007 GNMA
362048QG8 GNMA 30 YR SF LN 20255 108,389 107,662 113,133 723 8.1064 8.0000 11/15/2007 GNMA
362048QJ2 GNMA 30 YR SF LN 20257 73,386 72,887 76,598 489 8.1059 8.0000 02/15/2008 GNMA
362048QV5 GNMA 30 YR SF LN 20268 135,160 137,234 141,076 901 7.7602 8.0000 11/15/2007 GNMA
362048Q52 GNMA 30 YR SF LN 20276 57,582 58,466 60,102 384 7.7602 8.0000 11/15/2007 GNMA
362048Q94 GNMA 30 YR SF LN 20280 35,231 34,997 36,773 235 8.1067 8.0000 09/15/2007 GNMA
362048RJ1 GNMA 30 YR SF LN 20289 71,810 72,913 74,953 479 7.7602 8.0000 11/15/2007 GNMA
362048RJ1 GNMA 30 YR SF LN 20289 57,813 58,701 60,343 385 7.7602 8.0000 11/15/2007 GNMA
362048RM4 GNMA 30 YR SF LN 20292 66,769 63,255 69,691 445 8.8642 8.0000 10/15/2007 GNMA
362048RW2 GNMA 30 YR SF LN 20301 62,320 59,137 65,048 415 8.8725 8.0000 04/15/2007 GNMA
362048R28 GNMA 30 YR SF LN 20305 149,693 144,753 155,688 998 8.5315 8.0000 11/15/2007 GNMA
362048SA9 GNMA 30 YR SF LN 20313 73,022 72,535 76,218 487 8.1065 8.0000 10/15/2007 GNMA
362048SV3 GNMA 30 YR SF LN 20332 153,615 148,546 160,339 1,024 8.5315 8.0000 11/15/2007 GNMA
362048SZ4 GNMA 30 YR SF LN 20336 107,929 109,579 112,653 720 7.7596 8.0000 10/15/2007 GNMA
362048SZ4 GNMA 30 YR SF LN 20336 137,133 139,229 143,135 914 7.7596 8.0000 10/15/2007 GNMA
362048S43 GNMA 30 YR SF LN 20339 123,374 125,268 128,774 823 7.7602 8.0000 11/15/2007 GNMA
362048S68 GNMA 30 YR SF LN 20341 20,129 19,468 21,010 134 8.5327 8.0000 10/15/2007 GNMA
362048TD2 GNMA 30 YR SF LN 20348 160,128 154,802 167,137 1,068 8.5291 8.0000 01/15/2008 GNMA
362048T59 GNMA 30 YR SF LN 20372 228,683 223,504 238,292 1,429 7.8552 7.5000 11/15/2007 GNMA
362048UA6 GNMA 30 YR SF LN 20377 76,094 72,266 79,425 507 8.8249 8.0000 10/15/2007 GNMA
362048UJ7 GNMA 30 YR SF LN 20385 151,309 144,482 157,932 1,009 8.7325 8.0000 11/15/2007 GNMA
362048VZ0 GNMA 30 YR SF LN 20432 140,720 142,854 146,356 938 7.7583 8.0000 08/15/2007 GNMA
362048VZ0 GNMA 30 YR SF LN 20432 67,347 68,369 70,044 449 7.7583 8.0000 08/15/2007 GNMA
362048WM8 GNMA 30 YR SF LN 20452 289,620 294,047 302,297 1,931 7.7596 8.0000 10/15/2007 GNMA
362048WW6 GNMA 30 YR SF LN 20461 99,045 98,387 103,380 660 8.1067 8.0000 09/15/2007 GNMA
362048WW6 GNMA 30 YR SF LN 20461 23,936 22,737 24,984 160 8.8267 8.0000 09/15/2007 GNMA
362048XP0 GNMA 30 YR SF LN 20486 10,916 10,558 11,394 73 8.5327 8.0000 10/15/2007 GNMA
362048XU9 GNMA 30 YR SF LN 20491 145,663 138,304 152,039 971 8.8230 8.0000 11/15/2007 GNMA
362048X70 GNMA 30 YR SF LN 20502 99,868 94,782 104,239 666 8.8194 8.0000 01/15/2008 GNMA
</TABLE>
Page 67 of 141
<PAGE> 224
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362048Y79 GNMA 30 YR SF LN 20534 79,469 75,898 82,947 530 8.7341 8.0000 10/15/2007 GNMA
362048Y79 GNMA 30 YR SF LN 20534 75,098 76,247 78,385 501 7.7596 8.0000 10/15/2007 GNMA
362048Y79 GNMA 30 YR SF LN 20534 50,463 51,235 52,672 336 7.7596 8.0000 10/15/2007 GNMA
362048Y95 GNMA 30 YR SF LN 20536 207,373 200,448 216,450 1,382 8.5279 8.0000 02/15/2008 GNMA
362048ZC7 GNMA 30 YR SF LN 20539 8,225 7,954 8,585 55 8.5315 8.0000 11/15/2007 GNMA
362048ZJ2 GNMA 30 YR SF LN 20545 94,180 95,647 98,302 628 7.7627 8.0000 03/15/2008 GNMA
362048ZQ6 GNMA 30 YR SF LN 20551 92,666 88,042 96,722 618 8.8286 8.0000 08/15/2007 GNMA
362048ZU7 GNMA 30 YR SF LN 20555 131,046 124,372 136,782 874 8.8194 8.0000 01/15/2008 GNMA
362048ZV5 GNMA 30 YR SF LN 20556 34,912 34,005 36,440 233 8.4065 8.0000 03/15/2008 GNMA
362048Z37 GNMA 30 YR SF LN 20562 60,558 59,264 63,209 404 8.3461 8.0000 09/15/2007 GNMA
362048Z52 GNMA 30 YR SF LN 20564 158,708 151,576 165,655 1,058 8.7341 8.0000 10/15/2007 GNMA
3620482M1 GNMA 30 YR SF LN 20580 112,794 109,058 117,311 752 8.5303 8.0000 12/15/2007 GNMA
3620482S8 GNMA 30 YR SF LN 20585 77,834 74,460 81,241 519 8.7120 8.0000 09/15/2007 GNMA
3620482T6 GNMA 30 YR SF LN 20586 71,645 68,025 74,781 478 8.8230 8.0000 11/15/2007 GNMA
3620483K4 GNMA 30 YR SF LN 20602 39,183 38,920 40,898 261 8.1062 8.0000 12/15/2007 GNMA
3620483P3 GNMA 30 YR SF LN 20606 118,873 112,749 124,076 792 8.8142 8.0000 04/15/2008 GNMA
3620483P3 GNMA 30 YR SF LN 20606 131,355 133,409 137,104 876 7.7633 8.0000 04/15/2008 GNMA
3620483S7 GNMA 30 YR SF LN 20609 93,183 93,353 98,447 641 8.2220 8.2500 05/15/2008 GNMA
3620483S7 GNMA 30 YR SF LN 20609 93,182 93,259 98,446 641 8.2375 8.2500 05/15/2008 GNMA
3620483T5 GNMA 30 YR SF LN 20610 19,517 19,553 20,530 134 8.2220 8.2500 06/15/2008 GNMA
3620483T5 GNMA 30 YR SF LN 20610 31,317 31,375 32,943 215 8.2220 8.2500 06/15/2008 GNMA
3620483T5 GNMA 30 YR SF LN 20610 31,317 31,375 32,943 215 8.2220 8.2500 06/15/2008 GNMA
3620483T5 GNMA 30 YR SF LN 20610 31,317 31,375 32,943 215 8.2220 8.2500 06/15/2008 GNMA
3620483T5 GNMA 30 YR SF LN 20610 31,317 31,375 32,943 215 8.2220 8.2500 06/15/2008 GNMA
3620483T5 GNMA 30 YR SF LN 20610 36,763 36,831 38,671 253 8.2220 8.2500 06/15/2008 GNMA
3620484H0 GNMA 30 YR SF LN 20624 237,163 225,180 247,544 1,581 8.8230 8.0000 11/15/2007 GNMA
3620484K3 GNMA 30 YR SF LN 20626 275,063 273,546 287,103 1,834 8.0873 8.0000 11/15/2007 GNMA
3620484T4 GNMA 30 YR SF LN 20634 164,662 156,376 171,869 1,098 8.8249 8.0000 10/15/2007 GNMA
3620484Z0 GNMA 30 YR SF LN 20640 137,813 139,911 143,845 919 7.7589 8.0000 09/15/2007 GNMA
3620484Z0 GNMA 30 YR SF LN 20640 43,385 44,046 45,284 289 7.7589 8.0000 09/15/2007 GNMA
3620485E6 GNMA 30 YR SF LN 20645 161,622 156,311 168,696 1,077 8.5327 8.0000 10/15/2007 GNMA
3620485R7 GNMA 30 YR SF LN 20656 73,561 73,070 76,781 490 8.1065 8.0000 10/15/2007 GNMA
3620485R7 GNMA 30 YR SF LN 20656 77,418 78,602 80,807 516 7.7596 8.0000 10/15/2007 GNMA
3620485T3 GNMA 30 YR SF LN 20658 82,172 78,021 85,769 548 8.8230 8.0000 11/15/2007 GNMA
3620486A3 GNMA 30 YR SF LN 20665 67,181 63,801 70,122 448 8.8249 8.0000 10/15/2007 GNMA
3620486K1 GNMA 30 YR SF LN 20674 108,877 103,355 113,643 726 8.8212 8.0000 12/15/2007 GNMA
3620486Y1 GNMA 30 YR SF LN 20687 33,584 33,359 35,054 224 8.1064 8.0000 11/15/2007 GNMA
3620487C8 GNMA 30 YR SF LN 20691 127,372 120,910 132,947 849 8.8212 8.0000 12/15/2007 GNMA
3620487C8 GNMA 30 YR SF LN 20691 56,608 57,480 59,086 377 7.7608 8.0000 12/15/2007 GNMA
3620487J3 GNMA 30 YR SF LN 20697 139,750 135,120 145,347 932 8.5303 8.0000 12/15/2007 GNMA
362049A40 GNMA 30 YR SF LN 20727 174,098 172,930 181,718 1,161 8.1064 8.0000 11/15/2007 GNMA
362049A40 GNMA 30 YR SF LN 20727 121,869 123,740 127,203 812 7.7602 8.0000 11/15/2007 GNMA
362049A65 GNMA 30 YR SF LN 20729 131,057 126,698 136,793 874 8.5291 8.0000 01/15/2008 GNMA
362049BG2 GNMA 30 YR SF LN 20739 21,020 20,084 21,940 140 8.7048 8.0000 03/15/2008 GNMA
362049CW6 GNMA 30 YR SF LN 20785 110,217 106,595 115,041 735 8.5327 8.0000 10/15/2007 GNMA
362049DQ8 GNMA 30 YR SF LN 20811 167,264 166,142 174,585 1,115 8.1064 8.0000 11/15/2007 GNMA
362049DW5 GNMA 30 YR SF LN 20817 15,463 15,133 16,082 103 8.3462 8.0000 09/15/2007 GNMA
362049DY1 GNMA 30 YR SF LN 20819 17,066 16,207 17,813 114 8.8249 8.0000 10/15/2007 GNMA
362049D54 GNMA 30 YR SF LN 20824 142,874 135,354 148,596 953 8.8642 8.0000 10/15/2007 GNMA
362049D70 GNMA 30 YR SF LN 20826 36,845 34,991 38,458 246 8.8249 8.0000 10/15/2007 GNMA
362049ED6 GNMA 30 YR SF LN 20832 44,514 42,275 46,462 297 8.8249 8.0000 10/15/2007 GNMA
362049EK0 GNMA 30 YR SF LN 20838 33,236 32,386 34,691 222 8.4102 8.0000 11/15/2007 GNMA
362049EL8 GNMA 30 YR SF LN 20839 145,101 137,800 151,452 967 8.8249 8.0000 10/15/2007 GNMA
362049EN4 GNMA 30 YR SF LN 20841 233,245 221,509 243,454 1,555 8.8249 8.0000 10/15/2007 GNMA
362049ET1 GNMA 30 YR SF LN 20846 210,038 200,560 219,231 1,400 8.7325 8.0000 11/15/2007 GNMA
362049EU8 GNMA 30 YR SF LN 20847 59,140 57,627 61,729 394 8.4102 8.0000 11/15/2007 GNMA
362049EW4 GNMA 30 YR SF LN 20849 187,031 178,886 195,217 1,247 8.7108 8.0000 10/15/2007 GNMA
362049E79 GNMA 30 YR SF LN 20858 27,757 26,549 28,972 185 8.7108 8.0000 10/15/2007 GNMA
362049E79 GNMA 30 YR SF LN 20858 7,633 7,291 7,967 51 8.7341 8.0000 10/15/2007 GNMA
362049F52 GNMA 30 YR SF LN 20888 99,131 100,653 103,470 661 7.7602 8.0000 11/15/2007 GNMA
362049GW2 GNMA 30 YR SF LN 20913 88,415 89,772 92,285 589 7.7602 8.0000 11/15/2007 GNMA
</TABLE>
Page 68 of 141
<PAGE> 225
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362049G85 GNMA 30 YR SF LN 20923 34,520 34,290 36,031 230 8.1065 8.0000 10/15/2007 GNMA
362049G85 GNMA 30 YR SF LN 20923 4,589 4,358 4,790 31 8.8249 8.0000 10/15/2007 GNMA
362049HA9 GNMA 30 YR SF LN 20925 173,398 167,541 181,856 1,156 8.5245 8.0000 05/15/2008 GNMA
362049H68 GNMA 30 YR SF LN 20953 131,698 125,780 137,462 878 8.7341 8.0000 10/15/2007 GNMA
362049H92 GNMA 30 YR SF LN 20956 126,953 126,097 132,510 846 8.1062 8.0000 12/15/2007 GNMA
362049H92 GNMA 30 YR SF LN 20956 44,434 43,292 46,379 296 8.4093 8.0000 12/15/2007 GNMA
362049J25 GNMA 30 YR SF LN 20981 4,269 4,129 4,456 28 8.5327 8.0000 10/15/2007 GNMA
362049J25 GNMA 30 YR SF LN 20981 5,218 5,047 5,446 35 8.5327 8.0000 10/15/2007 GNMA
362049J25 GNMA 30 YR SF LN 20981 39,717 40,325 41,455 265 7.7596 8.0000 10/15/2007 GNMA
362049KB3 GNMA 30 YR SF LN 20990 6,814 6,507 7,112 45 8.7325 8.0000 11/15/2007 GNMA
362049KB3 GNMA 30 YR SF LN 20990 115,206 109,386 120,249 768 8.8230 8.0000 11/15/2007 GNMA
362049KG2 GNMA 30 YR SF LN 20995 33,079 32,233 34,527 221 8.4102 8.0000 11/15/2007 GNMA
362049KG2 GNMA 30 YR SF LN 20995 114,257 116,011 119,258 762 7.7602 8.0000 11/15/2007 GNMA
362049KY3 GNMA 30 YR SF LN 21011 169,400 165,066 176,815 1,129 8.4102 8.0000 11/15/2007 GNMA
362049KY3 GNMA 30 YR SF LN 21011 173,674 169,231 181,276 1,158 8.4102 8.0000 11/15/2007 GNMA
362049LC0 GNMA 30 YR SF LN 21023 108,608 103,144 113,362 724 8.8249 8.0000 10/15/2007 GNMA
362049LK2 GNMA 30 YR SF LN 21030 54,522 54,158 56,908 363 8.1065 8.0000 10/15/2007 GNMA
362049LQ9 GNMA 30 YR SF LN 21035 134,484 130,046 140,370 897 8.5315 8.0000 11/15/2007 GNMA
362049L97 GNMA 30 YR SF LN 21052 151,643 144,829 158,280 1,011 8.7341 8.0000 10/15/2007 GNMA
362049MX3 GNMA 30 YR SF LN 21074 81,919 83,177 85,505 546 7.7602 8.0000 11/15/2007 GNMA
362049M21 GNMA 30 YR SF LN 21077 64,490 61,095 67,313 430 8.8642 8.0000 10/15/2007 GNMA
362049NW4 GNMA 30 YR SF LN 21105 35,460 35,352 37,463 244 8.2968 8.2500 06/15/2008 GNMA
362049N87 GNMA 30 YR SF LN 21115 56,272 53,744 58,735 375 8.7341 8.0000 10/15/2007 GNMA
362049PR3 GNMA 30 YR SF LN 21132 69,977 71,056 73,040 467 7.7608 8.0000 12/15/2007 GNMA
362049QJ0 GNMA 30 YR SF LN 21157 34,411 34,948 35,917 229 7.7627 8.0000 03/15/2008 GNMA
362049QS0 GNMA 30 YR SF LN 21165 118,844 119,066 125,557 817 8.2221 8.2500 09/15/2008 GNMA
362049QY7 GNMA 30 YR SF LN 21171 17,026 16,460 17,771 114 8.5291 8.0000 01/15/2008 GNMA
362049RB6 GNMA 30 YR SF LN 21182 110,064 104,526 114,882 734 8.8249 8.0000 10/15/2007 GNMA
362049RC4 GNMA 30 YR SF LN 21183 35,410 33,607 36,960 236 8.8194 8.0000 01/15/2008 GNMA
362049RP5 GNMA 30 YR SF LN 21194 148,392 140,894 154,887 989 8.8230 8.0000 11/15/2007 GNMA
362049R83 GNMA 30 YR SF LN 21211 284,716 275,209 297,178 1,898 8.5279 8.0000 02/15/2008 GNMA
362049S33 GNMA 30 YR SF LN 21238 213,198 203,578 222,530 1,421 8.7325 8.0000 11/15/2007 GNMA
362049UQ9 GNMA 30 YR SF LN 21291 14,386 13,737 15,016 96 8.7325 8.0000 11/15/2007 GNMA
362049UQ9 GNMA 30 YR SF LN 21291 43,454 42,343 45,356 290 8.4102 8.0000 11/15/2007 GNMA
362049U89 GNMA 30 YR SF LN 21307 16,640 16,215 17,368 111 8.4102 8.0000 11/15/2007 GNMA
362049U97 GNMA 30 YR SF LN 21308 76,020 72,590 79,347 507 8.7325 8.0000 11/15/2007 GNMA
362049U97 GNMA 30 YR SF LN 21308 67,545 64,133 70,501 450 8.8230 8.0000 11/15/2007 GNMA
362049VB1 GNMA 30 YR SF LN 21310 99,033 99,215 104,627 681 8.2220 8.2500 06/15/2008 GNMA
362049VN5 GNMA 30 YR SF LN 21321 196,206 199,252 205,777 1,308 7.7621 8.0000 02/15/2008 GNMA
362049V88 GNMA 30 YR SF LN 21339 69,428 70,498 72,467 463 7.7608 8.0000 12/15/2007 GNMA
362049WJ3 GNMA 30 YR SF LN 21349 125,079 126,992 130,554 834 7.7596 8.0000 10/15/2007 GNMA
362049WJ3 GNMA 30 YR SF LN 21349 75,665 76,822 78,977 504 7.7596 8.0000 10/15/2007 GNMA
362049WK0 GNMA 30 YR SF LN 21350 118,305 114,417 123,483 789 8.5327 8.0000 10/15/2007 GNMA
362049WK0 GNMA 30 YR SF LN 21350 86,848 88,176 90,649 579 7.7596 8.0000 10/15/2007 GNMA
362049WM6 GNMA 30 YR SF LN 21352 118,832 113,470 124,033 792 8.7325 8.0000 11/15/2007 GNMA
362049WM6 GNMA 30 YR SF LN 21352 29,341 28,373 30,625 196 8.5315 8.0000 11/15/2007 GNMA
362049W87 GNMA 30 YR SF LN 21371 26,894 26,713 27,971 179 8.1062 8.0000 12/15/2007 GNMA
362049W95 GNMA 30 YR SF LN 21372 184,198 183,639 193,760 1,266 8.2970 8.2500 04/15/2008 GNMA
362049XF0 GNMA 30 YR SF LN 21378 40,266 39,237 42,028 268 8.4102 8.0000 11/15/2007 GNMA
362049XG8 GNMA 30 YR SF LN 21379 111,241 112,955 116,110 742 7.7608 8.0000 12/15/2007 GNMA
362049XG8 GNMA 30 YR SF LN 21379 110,623 112,327 115,465 737 7.7608 8.0000 12/15/2007 GNMA
362049XH6 GNMA 30 YR SF LN 21380 148,621 150,912 155,126 991 7.7608 8.0000 12/15/2007 GNMA
362049XP8 GNMA 30 YR SF LN 21386 66,690 67,710 69,609 445 7.7596 8.0000 10/15/2007 GNMA
362049XQ6 GNMA 30 YR SF LN 21387 76,194 72,146 79,908 508 8.8615 8.0000 12/15/2007 GNMA
362049XU7 GNMA 30 YR SF LN 21391 25,692 24,394 26,817 171 8.8230 8.0000 11/15/2007 GNMA
362049XU7 GNMA 30 YR SF LN 21391 157,823 149,849 164,731 1,052 8.8230 8.0000 11/15/2007 GNMA
362049XX1 GNMA 30 YR SF LN 21394 73,649 73,151 76,873 491 8.1060 8.0000 01/15/2008 GNMA
362049X29 GNMA 30 YR SF LN 21397 69,839 66,784 72,896 466 8.7095 8.0000 11/15/2007 GNMA
362049Y28 GNMA 30 YR SF LN 21429 132,734 126,745 138,544 885 8.7325 8.0000 11/15/2007 GNMA
362049Y69 GNMA 30 YR SF LN 21433 144,807 139,991 151,145 965 8.5291 8.0000 01/15/2008 GNMA
362049Y93 GNMA 30 YR SF LN 21436 186,199 186,351 195,865 1,280 8.2375 8.2500 06/15/2008 GNMA
</TABLE>
Page 69 of 141
<PAGE> 226
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3620492L1 GNMA 30 YR SF LN 21479 7,809 7,457 8,151 52 8.7325 8.0000 11/15/2007 GNMA
3620492L1 GNMA 30 YR SF LN 21479 145,769 138,404 152,149 972 8.8230 8.0000 11/15/2007 GNMA
3620492L1 GNMA 30 YR SF LN 21479 104,120 98,860 108,677 694 8.8230 8.0000 11/15/2007 GNMA
3620492X5 GNMA 30 YR SF LN 21490 10,226 10,384 10,674 68 7.7608 8.0000 12/15/2007 GNMA
3620493J5 GNMA 30 YR SF LN 21501 64,021 60,761 66,823 427 8.8194 8.0000 01/15/2008 GNMA
3620494D7 GNMA 30 YR SF LN 21520 108,328 103,460 113,070 722 8.7341 8.0000 10/15/2007 GNMA
3620494G0 GNMA 30 YR SF LN 21523 41,904 40,996 43,582 279 8.3446 8.0000 12/15/2007 GNMA
3620494H8 GNMA 30 YR SF LN 21524 63,293 62,865 66,063 422 8.1060 8.0000 01/15/2008 GNMA
3620494T2 GNMA 30 YR SF LN 21534 27,616 27,532 29,050 190 8.2968 8.2500 06/15/2008 GNMA
3620494T2 GNMA 30 YR SF LN 21534 19,406 19,347 20,413 133 8.2968 8.2500 06/15/2008 GNMA
3620494T2 GNMA 30 YR SF LN 21534 59,711 59,760 62,811 411 8.2375 8.2500 06/15/2008 GNMA
3620495G9 GNMA 30 YR SF LN 21547 94,586 94,760 99,496 650 8.2220 8.2500 06/15/2008 GNMA
3620495W4 GNMA 30 YR SF LN 21561 91,975 92,143 96,749 632 8.2219 8.2500 04/15/2008 GNMA
3620496B9 GNMA 30 YR SF LN 21566 217,713 217,891 229,014 1,497 8.2375 8.2500 05/15/2008 GNMA
3620496E3 GNMA 30 YR SF LN 21569 102,834 97,597 107,335 686 8.8194 8.0000 01/15/2008 GNMA
3620497K8 GNMA 30 YR SF LN 21598 195,742 198,780 204,310 1,305 7.7621 8.0000 02/15/2008 GNMA
36205AP40 GNMA 30 YR SF LN 384843 466,490 480,947 494,624 3,304 8.2135 8.5000 10/15/2025 GNMA
36205AP40 GNMA 30 YR SF LN 384843 198,485 204,637 210,456 1,406 8.2135 8.5000 10/15/2025 GNMA
36205BGF3 GNMA 30 YR SF LN 385498 514,478 477,403 519,942 2,787 7.1150 6.5000 04/15/2024 GNMA
36205BGF3 GNMA 30 YR SF LN 385498 134,494 124,802 135,922 729 7.1150 6.5000 04/15/2024 GNMA
36205BP97 GNMA 30 YR SF LN 385748 54,172 56,103 56,339 361 7.6809 8.0000 06/15/2024 GNMA
36205BR53 GNMA 30 YR SF LN 385808 15,689 16,248 16,317 105 7.6812 8.0000 07/15/2024 GNMA
36205CR51 GNMA 30 YR SF LN 386708 320,724 330,653 340,067 2,272 8.2123 8.5000 04/15/2025 GNMA
36205CR51 GNMA 30 YR SF LN 386708 40,258 41,504 42,686 285 8.2123 8.5000 04/15/2025 GNMA
36205CR51 GNMA 30 YR SF LN 386708 87,814 90,533 93,110 622 8.2123 8.5000 04/15/2025 GNMA
36205CSU5 GNMA 30 YR SF LN 386731 353,459 364,403 374,776 2,504 8.2125 8.5000 05/15/2025 GNMA
36205CSU5 GNMA 30 YR SF LN 386731 353,011 363,942 374,301 2,501 8.2125 8.5000 05/15/2025 GNMA
36205EKA3 GNMA 30 YR SF LN 388289 354,012 328,500 357,772 1,918 7.1150 6.5000 04/15/2024 GNMA
36205EKA3 GNMA 30 YR SF LN 388289 178,846 165,958 180,745 969 7.1150 6.5000 04/15/2024 GNMA
36205ENT9 GNMA 30 YR SF LN 388402 320,678 297,584 324,084 1,737 7.1161 6.5000 02/15/2024 GNMA
36205FTV5 GNMA 30 YR SF LN 389464 592,261 549,595 598,551 3,208 7.1156 6.5000 03/15/2024 GNMA
36205FT78 GNMA 30 YR SF LN 389474 361,655 374,539 376,121 2,411 7.6799 8.0000 03/15/2024 GNMA
36205F2E2 GNMA 30 YR SF LN 389673 289,105 266,946 292,086 1,566 7.1415 6.5000 12/15/2025 GNMA
36205GBP5 GNMA 30 YR SF LN 389846 318,101 329,438 330,825 2,121 7.6818 8.0000 09/15/2024 GNMA
36205HAF6 GNMA 15 YR SF LN 390706 92,124 95,092 94,469 537 6.5637 7.0000 02/15/2009 GNMA
36205JNK7 GNMA 30 YR SF LN 391994 430,470 399,449 435,042 2,332 7.1150 6.5000 04/15/2024 GNMA
36205JNK7 GNMA 30 YR SF LN 391994 88,462 82,088 89,401 479 7.1150 6.5000 04/15/2024 GNMA
36205JU94 GNMA 30 YR SF LN 392208 369,733 343,080 373,660 2,003 7.1144 6.5000 05/15/2024 GNMA
36205JU94 GNMA 30 YR SF LN 392208 527,399 489,380 533,000 2,857 7.1144 6.5000 05/15/2024 GNMA
36205KQ39 GNMA 30 YR SF LN 392974 307,695 317,217 326,252 2,180 8.2119 8.5000 02/15/2025 GNMA
36205KQ39 GNMA 30 YR SF LN 392974 137,022 141,262 145,286 971 8.2119 8.5000 02/15/2025 GNMA
36205K3J9 GNMA 30 YR SF LN 393301 279,336 285,555 287,976 1,746 7.3130 7.5000 01/15/2027 GNMA
36205MH92 GNMA 30 YR SF LN 394556 281,502 292,405 292,585 1,877 7.6634 8.0000 12/15/2026 GNMA
36205PWG2 GNMA 30 YR SF LN 396747 74,374 74,120 75,118 403 6.5262 6.5000 09/01/2028 GNMA
36205PWG2 GNMA 30 YR SF LN 396747 923,974 920,808 933,214 5,005 6.5262 6.5000 09/01/2028 GNMA
36205PWQ0 GNMA 30 YR SF LN 396755 63,558 63,341 64,194 344 6.5262 6.5000 09/01/2028 GNMA
36205PWQ0 GNMA 30 YR SF LN 396755 934,802 931,599 944,150 5,064 6.5262 6.5000 09/01/2028 GNMA
36205QR50 GNMA 15 YR SF LN 397508 256,584 264,783 263,078 1,497 6.5790 7.0000 07/15/2009 GNMA
36205RL21 GNMA 30 YR SF LN 398245 781,641 721,762 789,700 4,234 7.1432 6.5000 09/15/2025 GNMA
36205R2W6 GNMA 30 YR SF LN 398689 290,171 301,405 301,595 1,934 7.6616 8.0000 05/15/2026 GNMA
36205SC29 GNMA 30 YR SF LN 398889 134,576 139,788 139,874 897 7.6626 8.0000 09/15/2026 GNMA
36205SK20 GNMA 30 YR SF LN 399113 442,452 452,302 456,137 2,765 7.3132 7.5000 02/15/2027 GNMA
36205SM69 GNMA 30 YR SF LN 399181 132,745 134,115 136,851 830 7.4127 7.5000 03/15/2027 GNMA
36205UKF6 GNMA 30 YR SF LN 400894 30,917 32,019 32,154 206 7.6815 8.0000 08/15/2024 GNMA
36205UMN7 GNMA 30 YR SF LN 400965 362,271 367,134 384,232 2,566 8.3724 8.5000 06/15/2024 GNMA
36205UXX3 GNMA 30 YR SF LN 401294 63,632 65,602 67,470 451 8.2121 8.5000 03/15/2025 GNMA
36205UXX3 GNMA 30 YR SF LN 401294 276,258 284,809 292,919 1,957 8.2121 8.5000 03/15/2025 GNMA
36205UXX3 GNMA 30 YR SF LN 401294 498,961 514,405 529,053 3,534 8.2121 8.5000 03/15/2025 GNMA
36205UYY0 GNMA 30 YR SF LN 401327 405,234 417,779 429,674 2,870 8.2123 8.5000 04/15/2025 GNMA
36205UYY0 GNMA 30 YR SF LN 401327 66,948 69,021 70,986 474 8.2123 8.5000 04/15/2025 GNMA
36205UYY0 GNMA 30 YR SF LN 401327 117,442 121,078 124,525 832 8.2123 8.5000 04/15/2025 GNMA
</TABLE>
Page 70 of 141
<PAGE> 227
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36205WLD6 GNMA 30 YR SF LN 402724 126,245 130,748 131,215 842 7.6855 8.0000 10/15/2025 GNMA
36205XLT9 GNMA 30 YR SF LN 403638 62,347 62,990 64,275 390 7.4127 7.5000 03/15/2027 GNMA
36205XSR6 GNMA 30 YR SF LN 403828 343,505 347,239 351,447 2,004 6.9134 7.0000 04/15/2028 GNMA
36205YBQ4 GNMA 30 YR SF LN 404247 695,469 709,416 711,548 4,057 6.8418 7.0000 08/15/2028 GNMA
362050AU0 GNMA 30 YR SF LN 21619 79,425 80,645 82,901 530 7.7602 8.0000 11/15/2007 GNMA
362050BB1 GNMA 30 YR SF LN 21634 175,221 175,365 185,119 1,205 8.2375 8.2500 06/15/2008 GNMA
362050BB1 GNMA 30 YR SF LN 21634 130,480 130,587 137,851 897 8.2375 8.2500 06/15/2008 GNMA
362050BQ8 GNMA 30 YR SF LN 21647 62,794 63,762 65,542 419 7.7608 8.0000 12/15/2007 GNMA
362050BR6 GNMA 30 YR SF LN 21648 105,627 100,269 110,250 704 8.8212 8.0000 12/15/2007 GNMA
362050BZ8 GNMA 30 YR SF LN 21656 10,146 10,155 10,673 70 8.2375 8.2500 05/15/2008 GNMA
362050CK0 GNMA 30 YR SF LN 21674 5,341 5,166 5,575 36 8.5315 8.0000 11/15/2007 GNMA
362050C46 GNMA 30 YR SF LN 21691 67,341 65,591 70,289 449 8.4065 8.0000 03/15/2008 GNMA
362050EU6 GNMA 30 YR SF LN 21747 27,518 26,128 28,722 183 8.8230 8.0000 11/15/2007 GNMA
362050E28 GNMA 30 YR SF LN 21753 9,214 8,799 9,617 61 8.7325 8.0000 11/15/2007 GNMA
362050E28 GNMA 30 YR SF LN 21753 127,775 129,737 133,368 852 7.7602 8.0000 11/15/2007 GNMA
362050E36 GNMA 30 YR SF LN 21754 50,238 49,899 52,437 335 8.1062 8.0000 12/15/2007 GNMA
362050E51 GNMA 30 YR SF LN 21756 43,396 41,186 45,295 289 8.8194 8.0000 01/15/2008 GNMA
362050FJ0 GNMA 30 YR SF LN 21769 73,900 73,399 77,505 493 8.1060 8.0000 01/15/2008 GNMA
362050FU5 GNMA 30 YR SF LN 21779 120,499 114,363 125,773 803 8.8194 8.0000 01/15/2008 GNMA
362050F50 GNMA 30 YR SF LN 21788 38,890 36,918 40,592 259 8.8212 8.0000 12/15/2007 GNMA
362050F76 GNMA 30 YR SF LN 21790 82,677 78,484 86,296 551 8.8212 8.0000 12/15/2007 GNMA
362050F76 GNMA 30 YR SF LN 21790 80,433 76,353 83,954 536 8.8212 8.0000 12/15/2007 GNMA
362050GL4 GNMA 30 YR SF LN 21803 54,647 51,758 57,039 364 8.8628 8.0000 11/15/2007 GNMA
362050G75 GNMA 30 YR SF LN 21822 58,640 55,631 61,207 391 8.8159 8.0000 03/15/2008 GNMA
362050G91 GNMA 30 YR SF LN 21824 124,996 125,098 131,485 859 8.2375 8.2500 04/15/2008 GNMA
362050G91 GNMA 30 YR SF LN 21824 93,747 93,824 98,613 645 8.2375 8.2500 04/15/2008 GNMA
362050HA7 GNMA 30 YR SF LN 21825 166,455 166,758 175,096 1,144 8.2219 8.2500 04/15/2008 GNMA
362050HC3 GNMA 30 YR SF LN 21827 95,323 92,153 99,495 635 8.5291 8.0000 01/15/2008 GNMA
362050HM1 GNMA 30 YR SF LN 21836 14,099 13,387 14,716 94 8.8230 8.0000 11/15/2007 GNMA
362050H66 GNMA 30 YR SF LN 21853 133,067 127,219 138,891 887 8.7083 8.0000 12/15/2007 GNMA
362050JH0 GNMA 30 YR SF LN 21864 117,893 117,990 124,553 811 8.2375 8.2500 06/15/2008 GNMA
362050JJ6 GNMA 30 YR SF LN 21865 57,458 58,343 59,973 383 7.7608 8.0000 12/15/2007 GNMA
362050JN7 GNMA 30 YR SF LN 21869 74,026 75,180 77,637 494 7.7627 8.0000 03/15/2008 GNMA
362050JS6 GNMA 30 YR SF LN 21873 119,048 115,942 124,855 794 8.4056 8.0000 04/15/2008 GNMA
362050JT4 GNMA 30 YR SF LN 21874 54,405 51,635 56,786 363 8.8194 8.0000 01/15/2008 GNMA
362050JV9 GNMA 30 YR SF LN 21876 55,938 53,448 58,386 373 8.7048 8.0000 03/15/2008 GNMA
362050JW7 GNMA 30 YR SF LN 21877 100,005 96,679 104,382 667 8.5291 8.0000 01/15/2008 GNMA
362050JX5 GNMA 30 YR SF LN 21878 34,444 33,546 36,124 230 8.4056 8.0000 04/15/2008 GNMA
362050JX5 GNMA 30 YR SF LN 21878 69,862 70,955 73,270 466 7.7633 8.0000 04/15/2008 GNMA
362050JZ0 GNMA 30 YR SF LN 21880 25,567 25,394 26,686 170 8.1060 8.0000 01/15/2008 GNMA
362050K21 GNMA 30 YR SF LN 21913 66,837 67,878 69,762 446 7.7627 8.0000 03/15/2008 GNMA
362050K88 GNMA 30 YR SF LN 21919 48,270 45,822 50,383 322 8.8212 8.0000 12/15/2007 GNMA
362050LK0 GNMA 30 YR SF LN 21930 134,956 128,946 140,863 900 8.7048 8.0000 03/15/2008 GNMA
362050L38 GNMA 30 YR SF LN 21946 159,381 158,771 170,040 1,195 9.0595 9.0000 09/15/2008 GNMA
362050NP7 GNMA 30 YR SF LN 21998 82,438 79,675 86,046 550 8.5267 8.0000 03/15/2008 GNMA
362050N44 GNMA 30 YR SF LN 22011 177,300 168,200 185,060 1,182 8.8159 8.0000 03/15/2008 GNMA
362050PA8 GNMA 30 YR SF LN 22017 120,872 122,734 126,163 806 7.7608 8.0000 12/15/2007 GNMA
362050PT7 GNMA 30 YR SF LN 22034 26,690 26,004 27,858 178 8.4093 8.0000 12/15/2007 GNMA
362050PT7 GNMA 30 YR SF LN 22034 58,273 59,171 60,824 388 7.7608 8.0000 12/15/2007 GNMA
362050PV2 GNMA 30 YR SF LN 22036 84,430 85,726 88,126 563 7.7602 8.0000 11/15/2007 GNMA
362050QE9 GNMA 30 YR SF LN 22053 17,633 17,050 18,405 118 8.5303 8.0000 12/15/2007 GNMA
362050RN8 GNMA 30 YR SF LN 22093 21,445 20,741 22,384 143 8.5327 8.0000 10/15/2007 GNMA
362050RY4 GNMA 30 YR SF LN 22103 64,733 64,786 68,390 445 8.2375 8.2500 06/15/2008 GNMA
362050SB3 GNMA 30 YR SF LN 22114 37,197 36,942 38,825 248 8.1055 8.0000 04/15/2008 GNMA
362050SC1 GNMA 30 YR SF LN 22115 55,933 56,805 58,381 373 7.7627 8.0000 03/15/2008 GNMA
362050TD8 GNMA 30 YR SF LN 22148 43,470 44,140 45,373 290 7.7608 8.0000 12/15/2007 GNMA
362050TM8 GNMA 30 YR SF LN 22156 34,672 34,567 36,472 238 8.2970 8.2500 04/15/2008 GNMA
362050TN6 GNMA 30 YR SF LN 22157 16,912 16,048 17,737 113 8.8177 8.0000 02/15/2008 GNMA
362050TQ9 GNMA 30 YR SF LN 22159 75,148 76,315 78,437 501 7.7621 8.0000 02/15/2008 GNMA
362050UU8 GNMA 30 YR SF LN 22195 170,493 161,810 177,955 1,137 8.8194 8.0000 01/15/2008 GNMA
362050UV6 GNMA 30 YR SF LN 22196 54,284 53,920 56,660 362 8.1064 8.0000 11/15/2007 GNMA
</TABLE>
Page 71 of 141
<PAGE> 228
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362050VA1 GNMA 30 YR SF LN 22209 161,274 155,974 167,733 1,075 8.5327 8.0000 10/15/2007 GNMA
362050XA9 GNMA 30 YR SF LN 22273 98,513 100,037 102,825 657 7.7615 8.0000 01/15/2008 GNMA
362050XB7 GNMA 30 YR SF LN 22274 46,448 47,164 48,481 310 7.7608 8.0000 12/15/2007 GNMA
362050Y75 GNMA 30 YR SF LN 22334 314,792 306,705 328,570 2,099 8.4093 8.0000 12/15/2007 GNMA
362050Y91 GNMA 30 YR SF LN 22336 53,688 50,933 56,307 358 8.8159 8.0000 03/15/2008 GNMA
362050ZN9 GNMA 30 YR SF LN 22349 187,274 177,662 195,471 1,249 8.8159 8.0000 03/15/2008 GNMA
362050ZU3 GNMA 30 YR SF LN 22355 91,044 86,407 95,485 607 8.8194 8.0000 01/15/2008 GNMA
362050Z82 GNMA 30 YR SF LN 22367 125,510 125,613 132,025 863 8.2375 8.2500 05/15/2008 GNMA
3620504Y9 GNMA 30 YR SF LN 22439 118,881 118,978 125,597 817 8.2375 8.2500 04/15/2008 GNMA
3620505J1 GNMA 30 YR SF LN 22449 72,212 69,011 75,373 481 8.7060 8.0000 02/15/2008 GNMA
3620506P6 GNMA 30 YR SF LN 22478 5,881 5,886 6,213 40 8.2375 8.2500 04/15/2008 GNMA
3620506Q4 GNMA 30 YR SF LN 22479 92,827 92,544 97,646 638 8.2969 8.2500 05/15/2008 GNMA
362051AB0 GNMA 30 YR SF LN 22502 65,972 63,778 69,190 440 8.5291 8.0000 01/15/2008 GNMA
362051AD6 GNMA 30 YR SF LN 22504 120,442 114,309 126,317 803 8.8194 8.0000 01/15/2008 GNMA
362051AD6 GNMA 30 YR SF LN 22504 64,854 65,857 68,018 432 7.7615 8.0000 01/15/2008 GNMA
362051AP9 GNMA 30 YR SF LN 22514 100,944 100,261 105,362 673 8.1060 8.0000 01/15/2008 GNMA
362051BV5 GNMA 30 YR SF LN 22552 54,563 52,748 56,951 364 8.5291 8.0000 01/15/2008 GNMA
362051B52 GNMA 30 YR SF LN 22560 60,287 58,732 62,926 402 8.4083 8.0000 01/15/2008 GNMA
362051DC5 GNMA 30 YR SF LN 22599 164,838 157,594 172,053 1,099 8.7083 8.0000 12/15/2007 GNMA
362051DP6 GNMA 30 YR SF LN 22610 121,748 117,683 127,077 812 8.5279 8.0000 02/15/2008 GNMA
362051DS0 GNMA 30 YR SF LN 22613 18,639 18,020 19,455 124 8.5291 8.0000 01/15/2008 GNMA
362051DT8 GNMA 30 YR SF LN 22614 181,280 176,586 189,215 1,209 8.4074 8.0000 02/15/2008 GNMA
362051DV3 GNMA 30 YR SF LN 22616 96,991 92,013 101,236 647 8.8159 8.0000 03/15/2008 GNMA
362051FB5 GNMA 30 YR SF LN 22662 142,734 137,968 148,981 952 8.5279 8.0000 02/15/2008 GNMA
362051FJ8 GNMA 30 YR SF LN 22669 120,557 116,516 126,438 804 8.5267 8.0000 03/15/2008 GNMA
362051FS8 GNMA 30 YR SF LN 22677 100,177 101,738 104,562 668 7.7627 8.0000 03/15/2008 GNMA
362051F58 GNMA 30 YR SF LN 22688 62,805 63,784 65,554 419 7.7627 8.0000 03/15/2008 GNMA
362051F58 GNMA 30 YR SF LN 22688 48,721 49,481 50,854 325 7.7627 8.0000 03/15/2008 GNMA
362051HZ0 GNMA 30 YR SF LN 22748 17,692 17,097 18,555 118 8.5256 8.0000 04/15/2008 GNMA
362051H64 GNMA 30 YR SF LN 22753 129,544 126,203 135,214 864 8.4083 8.0000 01/15/2008 GNMA
362051H80 GNMA 30 YR SF LN 22755 68,775 67,001 71,785 459 8.4083 8.0000 01/15/2008 GNMA
362051J47 GNMA 30 YR SF LN 22783 48,431 49,183 50,551 323 7.7621 8.0000 02/15/2008 GNMA
362051KB9 GNMA 30 YR SF LN 22790 148,968 149,090 157,383 1,024 8.2375 8.2500 05/15/2008 GNMA
362051KX1 GNMA 30 YR SF LN 22810 98,983 100,531 103,315 660 7.7633 8.0000 04/15/2008 GNMA
362051K86 GNMA 30 YR SF LN 22819 120,922 116,900 126,215 806 8.5291 8.0000 01/15/2008 GNMA
362051L28 GNMA 30 YR SF LN 22845 144,019 139,210 150,323 960 8.5279 8.0000 02/15/2008 GNMA
362051L36 GNMA 30 YR SF LN 22846 116,288 110,365 121,378 775 8.8194 8.0000 01/15/2008 GNMA
362051M27 GNMA 30 YR SF LN 22877 22,214 22,146 23,367 153 8.2968 8.2500 06/15/2008 GNMA
362051M27 GNMA 30 YR SF LN 22877 22,249 22,181 23,404 153 8.2968 8.2500 06/15/2008 GNMA
362051M27 GNMA 30 YR SF LN 22877 11,107 11,073 11,684 76 8.2968 8.2500 06/15/2008 GNMA
362051QQ0 GNMA 30 YR SF LN 22963 215,767 207,580 223,530 1,438 8.7955 8.0000 03/15/2005 GNMA
362051R89 GNMA 30 YR SF LN 23011 85,028 82,189 88,750 567 8.5279 8.0000 02/15/2008 GNMA
362051SN5 GNMA 30 YR SF LN 23025 73,774 74,928 77,373 492 7.7633 8.0000 04/15/2008 GNMA
362051SQ8 GNMA 30 YR SF LN 23027 225,599 229,114 235,473 1,504 7.7627 8.0000 03/15/2008 GNMA
362051SR6 GNMA 30 YR SF LN 23028 123,663 123,285 130,082 850 8.2968 8.2500 06/15/2008 GNMA
362051SR6 GNMA 30 YR SF LN 23028 76,291 76,058 80,251 525 8.2968 8.2500 06/15/2008 GNMA
362051S47 GNMA 30 YR SF LN 23039 22,742 22,762 23,923 156 8.2375 8.2500 06/15/2008 GNMA
362051S54 GNMA 30 YR SF LN 23040 56,126 56,172 59,297 386 8.2375 8.2500 04/15/2008 GNMA
362051S62 GNMA 30 YR SF LN 23041 9,666 9,674 10,212 66 8.2375 8.2500 06/15/2008 GNMA
362051T53 GNMA 30 YR SF LN 23072 130,462 126,106 136,172 870 8.5279 8.0000 02/15/2008 GNMA
362051T61 GNMA 30 YR SF LN 23073 33,973 33,094 35,460 226 8.4074 8.0000 02/15/2008 GNMA
362051UL6 GNMA 30 YR SF LN 23087 93,126 94,582 97,202 621 7.7633 8.0000 04/15/2008 GNMA
362051U44 GNMA 30 YR SF LN 23103 141,558 141,674 148,906 973 8.2375 8.2500 05/15/2008 GNMA
362051U44 GNMA 30 YR SF LN 23103 30,961 30,986 32,568 213 8.2375 8.2500 05/15/2008 GNMA
362051U77 GNMA 30 YR SF LN 23106 44,916 44,743 47,920 337 9.0592 9.0000 12/15/2008 GNMA
362051VM3 GNMA 30 YR SF LN 23120 10,830 10,797 11,392 74 8.2968 8.2500 06/15/2008 GNMA
362051VN1 GNMA 30 YR SF LN 23121 14,581 14,809 15,219 97 7.7633 8.0000 04/15/2008 GNMA
362051V43 GNMA 30 YR SF LN 23135 14,972 14,458 15,627 100 8.5189 8.0000 10/15/2008 GNMA
362051V50 GNMA 30 YR SF LN 23136 116,689 110,611 121,796 778 8.8091 8.0000 07/15/2008 GNMA
362051V50 GNMA 30 YR SF LN 23136 119,535 115,469 124,767 797 8.5222 8.0000 07/15/2008 GNMA
362051WF7 GNMA 30 YR SF LN 23146 153,186 153,312 161,138 1,053 8.2375 8.2500 06/15/2008 GNMA
</TABLE>
Page 72 of 141
<PAGE> 229
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362051WF7 GNMA 30 YR SF LN 23146 38,297 38,329 40,285 263 8.2375 8.2500 06/15/2008 GNMA
362051WF7 GNMA 30 YR SF LN 23146 38,297 38,328 40,285 263 8.2375 8.2500 06/15/2008 GNMA
362051ZB3 GNMA 30 YR SF LN 23238 49,436 49,477 52,002 340 8.2375 8.2500 06/15/2008 GNMA
362051ZL1 GNMA 30 YR SF LN 23247 42,501 42,371 44,902 292 8.2968 8.2500 07/15/2008 GNMA
362051Z56 GNMA 30 YR SF LN 23264 33,150 33,177 35,023 228 8.2375 8.2500 06/15/2008 GNMA
362052SJ2 GNMA 30 YR SF LN 23921 4,041 4,026 4,311 30 9.0594 9.0000 10/15/2008 GNMA
362052UZ3 GNMA 30 YR SF LN 24000 74,698 71,372 77,968 498 8.7048 8.0000 03/15/2008 GNMA
362052UZ3 GNMA 30 YR SF LN 24000 10,084 9,622 10,525 67 8.7262 8.0000 03/15/2008 GNMA
362052UZ3 GNMA 30 YR SF LN 24000 31,747 30,292 33,137 212 8.7262 8.0000 03/15/2008 GNMA
362052U67 GNMA 30 YR SF LN 24005 15,498 15,511 16,373 107 8.2375 8.2500 06/15/2008 GNMA
362052VT6 GNMA 30 YR SF LN 24026 141,640 137,847 147,840 944 8.4216 8.0000 02/15/2008 GNMA
362052VU3 GNMA 30 YR SF LN 24027 26,209 26,617 27,356 175 7.7621 8.0000 02/15/2008 GNMA
362052WA6 GNMA 30 YR SF LN 24041 8,181 8,149 8,657 61 9.0591 9.0000 02/15/2009 GNMA
362052WQ1 GNMA 30 YR SF LN 24055 117,551 119,389 123,285 784 7.7633 8.0000 04/15/2008 GNMA
362052YC0 GNMA 30 YR SF LN 24107 184,568 178,405 192,647 1,230 8.5279 8.0000 02/15/2008 GNMA
362052ZC9 GNMA 30 YR SF LN 24139 121,931 122,030 128,260 838 8.2375 8.2500 05/15/2008 GNMA
362052ZC9 GNMA 30 YR SF LN 24139 10,641 10,650 11,193 73 8.2375 8.2500 05/15/2008 GNMA
362052ZL9 GNMA 30 YR SF LN 24147 124,623 118,252 130,078 831 8.8177 8.0000 02/15/2008 GNMA
362052ZM7 GNMA 30 YR SF LN 24148 60,293 57,211 63,234 402 8.8177 8.0000 02/15/2008 GNMA
362052ZW5 GNMA 30 YR SF LN 24157 135,115 134,187 141,029 901 8.1055 8.0000 04/15/2008 GNMA
3620522K7 GNMA 30 YR SF LN 24178 32,904 33,417 34,344 219 7.7627 8.0000 03/15/2008 GNMA
3620522L5 GNMA 30 YR SF LN 24179 59,125 59,174 62,465 406 8.2375 8.2500 05/15/2008 GNMA
3620522V3 GNMA 30 YR SF LN 24188 121,344 121,444 127,643 834 8.2375 8.2500 05/15/2008 GNMA
3620522X9 GNMA 30 YR SF LN 24190 86,422 86,493 91,304 594 8.2375 8.2500 07/15/2008 GNMA
3620522X9 GNMA 30 YR SF LN 24190 21,606 21,624 22,827 149 8.2375 8.2500 07/15/2008 GNMA
3620522X9 GNMA 30 YR SF LN 24190 21,606 21,624 22,827 149 8.2375 8.2500 07/15/2008 GNMA
3620522X9 GNMA 30 YR SF LN 24190 21,984 22,003 23,226 151 8.2375 8.2500 07/15/2008 GNMA
3620523B6 GNMA 30 YR SF LN 24194 132,039 125,262 137,818 880 8.8159 8.0000 03/15/2008 GNMA
3620523B6 GNMA 30 YR SF LN 24194 66,605 67,643 69,520 444 7.7627 8.0000 03/15/2008 GNMA
3620526A5 GNMA 30 YR SF LN 24265 91,372 91,447 96,534 628 8.2375 8.2500 06/15/2008 GNMA
3620527K2 GNMA 30 YR SF LN 24298 228,781 221,112 238,795 1,525 8.5267 8.0000 03/15/2008 GNMA
362053AD2 GNMA 30 YR SF LN 24304 140,806 143,000 146,969 939 7.7627 8.0000 03/15/2008 GNMA
362053AE0 GNMA 30 YR SF LN 24305 63,019 62,828 66,579 433 8.2970 8.2500 04/15/2008 GNMA
362053A91 GNMA 30 YR SF LN 24332 5,567 5,572 5,881 38 8.2375 8.2500 04/15/2008 GNMA
362053BG4 GNMA 30 YR SF LN 24339 6,880 6,886 7,237 47 8.2375 8.2500 05/15/2008 GNMA
362053DD9 GNMA 30 YR SF LN 24400 71,305 68,924 74,161 475 8.5279 8.0000 02/15/2008 GNMA
362053D31 GNMA 30 YR SF LN 24422 89,563 86,561 93,483 597 8.5267 8.0000 03/15/2008 GNMA
362053D72 GNMA 30 YR SF LN 24426 115,549 111,675 120,607 770 8.5267 8.0000 03/15/2008 GNMA
362053EH9 GNMA 30 YR SF LN 24436 335,216 335,832 354,152 2,305 8.2220 8.2500 06/15/2008 GNMA
362053EU0 GNMA 30 YR SF LN 24447 87,894 84,960 91,741 586 8.5279 8.0000 02/15/2008 GNMA
362053E89 GNMA 30 YR SF LN 24459 137,951 134,352 143,989 920 8.4056 8.0000 04/15/2008 GNMA
362053FQ8 GNMA 30 YR SF LN 24475 78,932 76,287 82,782 526 8.5267 8.0000 03/15/2008 GNMA
362053FT2 GNMA 30 YR SF LN 24478 137,094 130,058 143,095 914 8.8159 8.0000 03/15/2008 GNMA
362053GB0 GNMA 30 YR SF LN 24494 122,056 116,439 127,398 814 8.7246 8.0000 04/15/2008 GNMA
362053GY0 GNMA 30 YR SF LN 24515 103,357 103,040 109,196 711 8.2968 8.2500 07/15/2008 GNMA
362053HD5 GNMA 30 YR SF LN 24528 145,161 144,717 152,696 998 8.2968 8.2500 06/15/2008 GNMA
362053JB7 GNMA 30 YR SF LN 24558 26,900 26,922 28,296 185 8.2375 8.2500 07/15/2008 GNMA
362053K74 GNMA 30 YR SF LN 24618 127,784 127,395 135,003 879 8.2969 8.2500 05/15/2008 GNMA
362053M80 GNMA 30 YR SF LN 24683 60,783 58,746 63,443 405 8.5267 8.0000 03/15/2008 GNMA
362053M98 GNMA 30 YR SF LN 24684 41,815 41,689 43,986 287 8.2970 8.2500 04/15/2008 GNMA
362053N97 GNMA 30 YR SF LN 24716 195,618 195,779 206,668 1,345 8.2375 8.2500 06/15/2008 GNMA
362053PB0 GNMA 30 YR SF LN 24718 68,642 69,712 71,990 458 7.7627 8.0000 03/15/2008 GNMA
362053P46 GNMA 30 YR SF LN 24743 12,363 12,373 13,061 85 8.2375 8.2500 04/15/2008 GNMA
362053QF0 GNMA 30 YR SF LN 24754 134,178 134,424 141,758 922 8.2220 8.2500 05/15/2008 GNMA
362053QJ2 GNMA 30 YR SF LN 24757 96,270 96,349 101,708 662 8.2375 8.2500 05/15/2008 GNMA
362053RL6 GNMA 30 YR SF LN 24791 53,481 51,682 56,090 357 8.5256 8.0000 04/15/2008 GNMA
362053SC5 GNMA 30 YR SF LN 24815 72,887 72,665 77,004 501 8.2969 8.2500 05/15/2008 GNMA
362053SV3 GNMA 30 YR SF LN 24832 28,132 27,940 29,363 188 8.1057 8.0000 03/15/2008 GNMA
362053S35 GNMA 30 YR SF LN 24838 25,895 25,942 27,358 178 8.2220 8.2500 05/15/2008 GNMA
362053S35 GNMA 30 YR SF LN 24838 19,193 19,228 20,277 132 8.2220 8.2500 05/15/2008 GNMA
362053S84 GNMA 30 YR SF LN 24843 211,590 211,764 223,543 1,455 8.2375 8.2500 06/15/2008 GNMA
</TABLE>
Page 73 of 141
<PAGE> 230
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362053TM2 GNMA 30 YR SF LN 24856 52,885 50,131 55,200 353 8.8091 8.0000 07/15/2008 GNMA
362053TM2 GNMA 30 YR SF LN 24856 28,530 27,778 29,779 190 8.4029 8.0000 07/15/2008 GNMA
362053UN8 GNMA 30 YR SF LN 24889 127,936 128,041 134,577 880 8.2375 8.2500 06/15/2008 GNMA
362053UN8 GNMA 30 YR SF LN 24889 48,222 48,262 50,725 332 8.2375 8.2500 06/15/2008 GNMA
362053UV0 GNMA 30 YR SF LN 24896 154,402 154,529 163,124 1,062 8.2375 8.2500 06/15/2008 GNMA
362053U99 GNMA 30 YR SF LN 24908 127,429 121,730 133,645 850 8.7037 8.0000 04/15/2008 GNMA
362053VA5 GNMA 30 YR SF LN 24909 25,021 25,042 26,320 172 8.2375 8.2500 04/15/2008 GNMA
362053VK3 GNMA 30 YR SF LN 24918 120,467 120,100 126,720 828 8.2969 8.2500 05/15/2008 GNMA
362053VK3 GNMA 30 YR SF LN 24918 156,607 156,735 164,736 1,077 8.2375 8.2500 05/15/2008 GNMA
362053VK3 GNMA 30 YR SF LN 24918 120,467 120,566 126,720 828 8.2375 8.2500 05/15/2008 GNMA
362053VK3 GNMA 30 YR SF LN 24918 42,766 42,801 44,986 294 8.2375 8.2500 05/15/2008 GNMA
362053VP2 GNMA 30 YR SF LN 24922 41,415 41,289 43,565 285 8.2968 8.2500 06/15/2008 GNMA
362053VP2 GNMA 30 YR SF LN 24922 23,296 23,225 24,505 160 8.2968 8.2500 06/15/2008 GNMA
362053WE6 GNMA 30 YR SF LN 24945 156,076 150,884 162,907 1,041 8.5291 8.0000 01/15/2008 GNMA
362053W30 GNMA 30 YR SF LN 24966 106,051 106,138 112,042 729 8.2375 8.2500 06/15/2008 GNMA
362053XS4 GNMA 30 YR SF LN 24989 120,066 120,285 126,849 825 8.2219 8.2500 04/15/2008 GNMA
362053Y61 GNMA 30 YR SF LN 25033 94,991 95,166 100,357 653 8.2220 8.2500 06/15/2008 GNMA
362053ZB9 GNMA 30 YR SF LN 25038 80,936 81,084 85,508 556 8.2220 8.2500 05/15/2008 GNMA
3620532P4 GNMA 30 YR SF LN 25082 82,313 82,381 86,963 566 8.2375 8.2500 05/15/2008 GNMA
3620533L2 GNMA 30 YR SF LN 25103 101,586 101,669 106,859 698 8.2375 8.2500 04/15/2008 GNMA
3620533N8 GNMA 30 YR SF LN 25105 25,148 25,071 26,569 173 8.2968 8.2500 06/15/2008 GNMA
3620534F4 GNMA 30 YR SF LN 25122 110,645 110,736 116,389 761 8.2375 8.2500 05/15/2008 GNMA
3620535N6 GNMA 30 YR SF LN 25153 99,132 98,829 104,732 682 8.2968 8.2500 06/15/2008 GNMA
3620536J4 GNMA 30 YR SF LN 25173 48,294 48,334 50,801 332 8.2375 8.2500 06/15/2008 GNMA
3620536J4 GNMA 30 YR SF LN 25173 144,161 144,279 151,644 991 8.2375 8.2500 06/15/2008 GNMA
362054AA6 GNMA 30 YR SF LN 25201 10,855 10,864 11,468 75 8.2375 8.2500 06/15/2008 GNMA
362054AD0 GNMA 30 YR SF LN 25204 8,151 8,158 8,611 56 8.2375 8.2500 05/15/2008 GNMA
362054AG3 GNMA 30 YR SF LN 25207 103,126 104,733 107,640 688 7.7627 8.0000 03/15/2008 GNMA
362054AJ7 GNMA 30 YR SF LN 25209 9,284 9,302 9,766 64 8.2221 8.2500 07/15/2008 GNMA
362054BH0 GNMA 30 YR SF LN 25240 147,649 147,770 155,990 1,015 8.2375 8.2500 06/15/2008 GNMA
362054BH0 GNMA 30 YR SF LN 25240 41,420 41,454 43,760 285 8.2375 8.2500 06/15/2008 GNMA
362054BY3 GNMA 30 YR SF LN 25255 6,308 6,314 6,635 43 8.2375 8.2500 06/15/2008 GNMA
362054BY3 GNMA 30 YR SF LN 25255 11,039 11,049 11,612 76 8.2375 8.2500 06/15/2008 GNMA
362054DK1 GNMA 30 YR SF LN 25306 11,404 11,583 11,903 76 7.7633 8.0000 04/15/2008 GNMA
362054DL9 GNMA 30 YR SF LN 25307 103,971 105,597 108,522 693 7.7633 8.0000 04/15/2008 GNMA
362054DL9 GNMA 30 YR SF LN 25307 78,096 79,318 81,514 521 7.7633 8.0000 04/15/2008 GNMA
362054DW5 GNMA 30 YR SF LN 25317 9,340 9,312 9,825 64 8.2969 8.2500 05/15/2008 GNMA
362054D47 GNMA 30 YR SF LN 25323 184,713 184,865 194,301 1,270 8.2375 8.2500 06/15/2008 GNMA
362054EJ3 GNMA 30 YR SF LN 25337 12,745 12,318 13,367 85 8.5267 8.0000 03/15/2008 GNMA
362054FJ2 GNMA 30 YR SF LN 25369 117,029 117,245 123,104 805 8.2220 8.2500 06/15/2008 GNMA
362054FN3 GNMA 30 YR SF LN 25373 87,478 88,847 91,307 583 7.7633 8.0000 04/15/2008 GNMA
362054GU6 GNMA 30 YR SF LN 25411 21,957 21,976 23,197 151 8.2375 8.2500 06/15/2008 GNMA
362054HN1 GNMA 30 YR SF LN 25437 102,732 102,921 108,065 706 8.2220 8.2500 06/15/2008 GNMA
362054HQ4 GNMA 30 YR SF LN 25439 150,661 150,784 159,172 1,036 8.2375 8.2500 06/15/2008 GNMA
362054H68 GNMA 30 YR SF LN 25453 30,323 30,379 32,036 208 8.2220 8.2500 05/15/2008 GNMA
362054LB2 GNMA 30 YR SF LN 25522 24,895 24,819 26,187 171 8.2969 8.2500 05/15/2008 GNMA
362054LF3 GNMA 30 YR SF LN 25526 98,805 98,886 104,386 679 8.2375 8.2500 05/15/2008 GNMA
362054L89 GNMA 30 YR SF LN 25551 22,931 22,950 24,121 158 8.2375 8.2500 06/15/2008 GNMA
362054MN5 GNMA 30 YR SF LN 25565 8,299 8,306 8,730 57 8.2375 8.2500 06/15/2008 GNMA
362054N46 GNMA 30 YR SF LN 25611 208,684 208,855 220,473 1,435 8.2375 8.2500 06/15/2008 GNMA
362054PN2 GNMA 30 YR SF LN 25629 120,905 120,535 127,735 831 8.2968 8.2500 06/15/2008 GNMA
362054P36 GNMA 30 YR SF LN 25642 96,645 96,724 101,258 664 8.2375 8.2500 05/15/2008 GNMA
362054QD3 GNMA 30 YR SF LN 25652 50,313 50,160 53,155 346 8.2969 8.2500 05/15/2008 GNMA
362054QY7 GNMA 30 YR SF LN 25671 4,992 4,997 5,274 34 8.2375 8.2500 07/15/2008 GNMA
362054QZ4 GNMA 30 YR SF LN 25672 22,990 23,033 24,289 158 8.2220 8.2500 05/15/2008 GNMA
362054SA7 GNMA 30 YR SF LN 25713 2,905 2,907 3,056 20 8.2375 8.2500 06/15/2008 GNMA
362054SB5 GNMA 30 YR SF LN 25714 95,610 95,318 100,573 657 8.2968 8.2500 06/15/2008 GNMA
362054SB5 GNMA 30 YR SF LN 25714 39,972 40,006 42,047 275 8.2375 8.2500 06/15/2008 GNMA
362054SB5 GNMA 30 YR SF LN 25714 54,080 54,125 56,887 372 8.2375 8.2500 06/15/2008 GNMA
362054SE9 GNMA 30 YR SF LN 25717 39,633 39,706 41,690 272 8.2220 8.2500 06/15/2008 GNMA
362054SX7 GNMA 30 YR SF LN 25734 20,826 20,843 22,002 143 8.2375 8.2500 06/15/2008 GNMA
</TABLE>
Page 74 of 141
<PAGE> 231
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362054S33 GNMA 30 YR SF LN 25738 87,832 87,563 92,794 604 8.2968 8.2500 6/15/2008 GNMA
362054TQ1 GNMA 30 YR SF LN 25759 75,107 76,278 78,394 501 7.7627 8.0000 3/15/2008 GNMA
362054TY4 GNMA 30 YR SF LN 25767 13,550 13,562 14,315 93 8.2375 8.2500 5/15/2008 GNMA
362054UR7 GNMA 30 YR SF LN 25792 43,723 43,759 46,193 301 8.2375 8.2500 5/15/2008 GNMA
362054UU0 GNMA 30 YR SF LN 25795 223,112 223,294 235,716 1,534 8.2375 8.2500 5/15/2008 GNMA
362054VA3 GNMA 30 YR SF LN 25809 259,913 260,126 273,405 1,787 8.2375 8.2500 6/15/2008 GNMA
362054XB9 GNMA 30 YR SF LN 25874 116,111 116,325 121,653 798 8.2220 8.2500 6/15/2008 GNMA
362054YA0 GNMA 30 YR SF LN 25905 21,698 21,716 22,734 149 8.2375 8.2500 6/15/2008 GNMA
362054YT9 GNMA 30 YR SF LN 25922 66,157 66,279 69,591 455 8.2220 8.2500 5/15/2008 GNMA
362054YU6 GNMA 30 YR SF LN 25923 77,961 78,105 82,365 536 8.2220 8.2500 6/15/2008 GNMA
3620542S6 GNMA 30 YR SF LN 25985 145,575 145,695 153,799 1,001 8.2375 8.2500 6/15/2008 GNMA
3620542V9 GNMA 30 YR SF LN 25988 196,198 195,598 207,281 1,349 8.2968 8.2500 6/15/2008 GNMA
3620545S3 GNMA 30 YR SF LN 26057 42,484 42,355 44,884 292 8.2969 8.2500 5/15/2008 GNMA
3620545S3 GNMA 30 YR SF LN 26057 33,645 33,543 35,546 231 8.2969 8.2500 5/15/2008 GNMA
3620546J2 GNMA 30 YR SF LN 26073 142,682 137,790 149,642 951 8.5205 8.0000 9/15/2008 GNMA
3620546J2 GNMA 30 YR SF LN 26073 140,613 135,796 147,472 937 8.5200 8.0000 9/15/2008 GNMA
3620546W3 GNMA 30 YR SF LN 26085 39,383 39,455 41,608 271 8.2220 8.2500 6/15/2008 GNMA
3620546W3 GNMA 30 YR SF LN 26085 38,704 38,775 40,890 266 8.2220 8.2500 6/15/2008 GNMA
3620546W3 GNMA 30 YR SF LN 26085 38,704 38,775 40,890 266 8.2220 8.2500 6/15/2008 GNMA
3620546W3 GNMA 30 YR SF LN 26085 38,704 38,775 40,890 266 8.2220 8.2500 6/15/2008 GNMA
362055EZ4 GNMA 30 YR SF LN 26252 14,599 14,016 15,575 110 9.6328 9.0000 10/15/2008 GNMA
362055GV1 GNMA 30 YR SF LN 26312 77,041 76,805 81,393 530 8.2968 8.2500 6/15/2008 GNMA
362055K61 GNMA 30 YR SF LN 26417 108,189 107,704 114,983 811 9.0696 9.0000 9/15/2008 GNMA
362055NH4 GNMA 30 YR SF LN 26492 24,963 24,867 26,633 187 9.0593 9.0000 11/15/2008 GNMA
362055RF4 GNMA 30 YR SF LN 26586 140,908 141,167 148,868 969 8.2220 8.2500 6/15/2008 GNMA
362055RT4 GNMA 30 YR SF LN 26598 11,791 11,746 12,580 88 9.0592 9.0000 1/15/2009 GNMA
362055ST3 GNMA 30 YR SF LN 26630 97,409 97,033 103,924 731 9.0593 9.0000 11/15/2008 GNMA
362055VN2 GNMA 30 YR SF LN 26721 144,898 145,167 153,083 996 8.2221 8.2500 8/15/2008 GNMA
362056BX0 GNMA 30 YR SF LN 27054 12,038 11,573 12,794 90 9.6144 9.0000 9/15/2008 GNMA
362056BX0 GNMA 30 YR SF LN 27054 12,038 11,573 12,794 90 9.6144 9.0000 9/15/2008 GNMA
362056QH9 GNMA 30 YR SF LN 27456 136,780 136,254 145,928 1,026 9.0594 9.0000 10/15/2008 GNMA
362056TE3 GNMA 30 YR SF LN 27549 36,398 34,475 38,173 243 8.8025 8.0000 11/15/2008 GNMA
362057CW9 GNMA 30 YR SF LN 27985 62,240 62,049 65,756 428 8.2968 8.2500 7/15/2008 GNMA
362057QC8 GNMA 30 YR SF LN 28351 56,943 56,710 60,865 451 9.5620 9.5000 7/15/2009 GNMA
362057QC8 GNMA 30 YR SF LN 28351 64,446 64,182 68,885 510 9.5620 9.5000 7/15/2009 GNMA
362057QZ7 GNMA 30 YR SF LN 28372 6,717 6,692 7,166 50 9.0592 9.0000 12/15/2008 GNMA
3620575H0 GNMA 30 YR SF LN 28748 55,983 55,721 59,839 443 9.5706 9.5000 8/15/2009 GNMA
3620575H0 GNMA 30 YR SF LN 28748 64,606 64,304 69,056 511 9.5706 9.5000 8/15/2009 GNMA
362058AB5 GNMA 30 YR SF LN 28802 125,647 124,404 133,404 995 9.6492 9.5000 8/15/2009 GNMA
362058BP3 GNMA 30 YR SF LN 28846 40,164 40,007 42,850 301 9.0590 9.0000 3/15/2009 GNMA
362058GZ6 GNMA 30 YR SF LN 29016 132,783 132,176 141,664 996 9.0692 9.0000 2/15/2009 GNMA
362058SB6 GNMA 30 YR SF LN 29314 39,840 39,677 42,584 315 9.5621 9.5000 6/15/2009 GNMA
362058SB6 GNMA 30 YR SF LN 29314 58,002 57,765 61,997 459 9.5621 9.5000 6/15/2009 GNMA
362058UD9 GNMA 30 YR SF LN 29380 9,281 9,240 9,902 70 9.0693 9.0000 1/15/2009 GNMA
362058YK9 GNMA 30 YR SF LN 29514 16,707 16,178 17,824 125 9.4908 9.0000 1/15/2009 GNMA
362059U70 GNMA 30 YR SF LN 30306 11,901 11,846 12,763 89 9.0690 9.0000 4/15/2009 GNMA
3620595T0 GNMA 30 YR SF LN 30558 13,583 13,519 14,473 108 9.5704 9.5000 10/15/2009 GNMA
36206AM26 GNMA 30 YR SF LN 405477 78,877 72,836 79,690 427 7.1438 6.5000 8/15/2025 GNMA
36206AM26 GNMA 30 YR SF LN 405477 115,089 106,275 116,276 623 7.1438 6.5000 8/15/2025 GNMA
36206APQ0 GNMA 30 YR SF LN 405531 97,158 89,711 98,160 526 7.1415 6.5000 12/15/2025 GNMA
36206DD79 GNMA 30 YR SF LN 407926 165,257 171,656 171,763 1,102 7.6624 8.0000 8/15/2026 GNMA
36206DEZ6 GNMA 30 YR SF LN 407952 23,602 24,128 24,332 148 7.3141 7.5000 8/15/2027 GNMA
36206DWK9 GNMA 30 YR SF LN 408450 148,349 152,943 157,296 1,051 8.2125 8.5000 5/15/2025 GNMA
36206EMA0 GNMA 30 YR SF LN 409053 300,021 310,729 311,833 2,000 7.6886 8.0000 10/15/2026 GNMA
36206EXK6 GNMA 30 YR SF LN 409382 197,563 203,679 209,478 1,399 8.2121 8.5000 3/15/2025 GNMA
36206EXK6 GNMA 30 YR SF LN 409382 387,883 399,889 411,276 2,748 8.2121 8.5000 3/15/2025 GNMA
36206FP22 GNMA 30 YR SF LN 410041 222,497 230,431 231,257 1,483 7.6844 8.0000 6/15/2025 GNMA
36206FVJ8 GNMA 30 YR SF LN 410217 654,444 604,291 661,191 3,545 7.1421 6.5000 11/15/2025 GNMA
36206GPH7 GNMA 30 YR SF LN 410924 268,472 278,049 279,042 1,790 7.6863 8.0000 1/15/2026 GNMA
36206HMN5 GNMA 30 YR SF LN 411765 90,573 93,386 94,139 642 8.2172 8.5000 5/15/2027 GNMA
36206JL28 GNMA 30 YR SF LN 412645 257,789 266,989 267,938 1,719 7.6881 8.0000 8/15/2026 GNMA
</TABLE>
Page 75 of 141
<PAGE> 232
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36206JMS0 GNMA 30 YR SF LN 412669 221,353 229,925 230,068 1,476 7.6626 8.0000 9/15/2026 GNMA
36206LM30 GNMA 30 YR SF LN 414478 241,775 251,139 251,294 1,612 7.6629 8.0000 10/15/2026 GNMA
36206L4R7 GNMA 30 YR SF LN 414932 339,922 352,047 353,305 2,266 7.6863 8.0000 1/15/2026 GNMA
36206MPN1 GNMA 30 YR SF LN 415429 21,063 19,528 21,280 114 7.1112 6.5000 8/15/2025 GNMA
36206MRS8 GNMA 30 YR SF LN 415497 255,566 265,461 265,628 1,704 7.6621 8.0000 7/15/2026 GNMA
36206MTF4 GNMA 30 YR SF LN 415550 318,508 325,603 328,359 1,991 7.3143 7.5000 10/15/2027 GNMA
36206MTF4 GNMA 30 YR SF LN 415550 62,233 63,619 64,158 389 7.3143 7.5000 10/15/2027 GNMA
36206MUM7 GNMA 30 YR SF LN 415588 55,193 56,300 56,469 322 6.8410 7.0000 2/15/2028 GNMA
36206NCV5 GNMA 30 YR SF LN 415984 126,394 130,902 131,370 843 7.6850 8.0000 8/15/2025 GNMA
36206NTB1 GNMA 30 YR SF LN 416446 204,501 208,602 209,229 1,193 6.8418 7.0000 8/15/2028 GNMA
36206PAD2 GNMA 30 YR SF LN 416804 43,217 40,063 43,663 234 7.1090 6.5000 12/15/2025 GNMA
36206PC81 GNMA 30 YR SF LN 416895 583,486 606,074 606,458 3,890 7.6613 8.0000 4/15/2026 GNMA
36206P2N9 GNMA 30 YR SF LN 417581 135,146 139,969 140,467 901 7.6881 8.0000 8/15/2026 GNMA
36206QPP7 GNMA 30 YR SF LN 418130 111,017 114,978 115,388 740 7.6861 8.0000 12/15/2025 GNMA
36206RE36 GNMA 30 YR SF LN 418754 39,069 36,076 39,472 212 7.1426 6.5000 10/15/2025 GNMA
36206RMC7 GNMA 30 YR SF LN 418955 717,034 724,006 739,212 4,481 7.4179 7.5000 7/15/2027 GNMA
36206RMC7 GNMA 30 YR SF LN 418955 42,001 42,410 43,300 263 7.4179 7.5000 7/15/2027 GNMA
36206RMC7 GNMA 30 YR SF LN 418955 765,060 772,499 788,723 4,782 7.4179 7.5000 7/15/2027 GNMA
36206RMC7 GNMA 30 YR SF LN 418955 765,060 772,499 788,723 4,782 7.4179 7.5000 7/15/2027 GNMA
36206RMC7 GNMA 30 YR SF LN 418955 765,060 772,499 788,723 4,782 7.4179 7.5000 7/15/2027 GNMA
36206RMC7 GNMA 30 YR SF LN 418955 765,060 772,499 788,723 4,782 7.4179 7.5000 7/15/2027 GNMA
36206RMK9 GNMA 30 YR SF LN 418962 434,265 447,751 460,456 3,076 8.2175 8.5000 7/15/2027 GNMA
36206RMK9 GNMA 30 YR SF LN 418962 454,246 468,352 481,642 3,218 8.2175 8.5000 7/15/2027 GNMA
36206RMK9 GNMA 30 YR SF LN 418962 423,595 436,749 449,142 3,000 8.2175 8.5000 7/15/2027 GNMA
36206RMN3 GNMA 30 YR SF LN 418965 473,111 487,803 501,644 3,351 8.2175 8.5000 7/15/2027 GNMA
36206RTB2 GNMA 30 YR SF LN 419146 486,911 485,243 491,780 2,637 6.5262 6.5000 9/1/2028 GNMA
36206RTB2 GNMA 30 YR SF LN 419146 986,846 983,465 996,714 5,345 6.5262 6.5000 9/1/2028 GNMA
36206RTB2 GNMA 30 YR SF LN 419146 519,871 518,090 525,070 2,816 6.5262 6.5000 9/1/2028 GNMA
36206SEK6 GNMA 30 YR SF LN 419638 168,615 175,144 175,253 1,124 7.6626 8.0000 9/15/2026 GNMA
36206SKM5 GNMA 30 YR SF LN 419800 290,945 277,130 297,762 1,697 7.4086 7.0000 9/15/2025 GNMA
36206TGM8 GNMA 30 YR SF LN 420604 186,792 194,021 194,146 1,245 7.6605 8.0000 1/15/2026 GNMA
36206TNJ7 GNMA 30 YR SF LN 420793 494,661 505,678 509,961 3,092 7.3141 7.5000 8/15/2027 GNMA
36206TQW5 GNMA 30 YR SF LN 420869 160,273 166,479 166,583 1,068 7.6616 8.0000 5/15/2026 GNMA
36206T4G4 GNMA 30 YR SF LN 421223 22,894 23,131 23,602 143 7.4118 7.5000 3/15/2026 GNMA
36206UFY0 GNMA 30 YR SF LN 421483 43,114 44,784 44,811 287 7.6624 8.0000 8/15/2026 GNMA
36206UPY9 GNMA 30 YR SF LN 421739 489,571 494,617 504,713 3,060 7.4120 7.5000 6/15/2026 GNMA
36206VSK4 GNMA 30 YR SF LN 422722 32,082 33,228 33,345 214 7.6874 8.0000 5/15/2026 GNMA
36206VU47 GNMA 30 YR SF LN 422803 34,982 33,680 34,698 175 6.2853 6.0000 5/15/2026 GNMA
36206VXL6 GNMA 30 YR SF LN 422883 245,417 253,033 260,218 1,738 8.2148 8.5000 5/15/2026 GNMA
36206V4F1 GNMA 30 YR SF LN 423022 96,119 92,542 95,338 481 6.2863 6.0000 2/15/2026 GNMA
36206V5Q6 GNMA 30 YR SF LN 423055 752,018 759,329 775,278 4,700 7.4179 7.5000 6/15/2027 GNMA
36206V5Q6 GNMA 30 YR SF LN 423055 89,147 90,014 91,904 557 7.4179 7.5000 6/15/2027 GNMA
36206V5Y9 GNMA 30 YR SF LN 423063 285,159 288,100 293,979 1,782 7.4130 7.5000 7/15/2027 GNMA
36206WQ40 GNMA 30 YR SF LN 423575 290,475 301,721 301,911 1,937 7.6618 8.0000 6/15/2026 GNMA
36206WT39 GNMA 30 YR SF LN 423670 263,564 273,772 273,941 1,757 7.6632 8.0000 11/15/2026 GNMA
36206WT70 GNMA 30 YR SF LN 423674 89,246 92,703 92,760 595 7.6632 8.0000 11/15/2026 GNMA
36206XM83 GNMA 30 YR SF LN 424383 146,857 148,371 151,399 918 7.4130 7.5000 7/15/2027 GNMA
36206XU68 GNMA 30 YR SF LN 424605 274,342 284,966 285,143 1,829 7.6626 8.0000 9/15/2026 GNMA
36206X6V0 GNMA 30 YR SF LN 424884 371,637 379,090 380,229 2,168 6.8410 7.0000 2/15/2028 GNMA
36206YFP1 GNMA 30 YR SF LN 425074 180,886 187,887 188,007 1,206 7.6605 8.0000 1/15/2026 GNMA
362060FQ3 GNMA 30 YR SF LN 30775 8,249 8,175 8,790 65 9.6358 9.5000 6/15/2009 GNMA
362060G58 GNMA 30 YR SF LN 30820 303,710 302,285 323,615 2,404 9.5706 9.5000 8/15/2009 GNMA
362060JA4 GNMA 30 YR SF LN 30857 43,730 43,340 46,596 346 9.6358 9.5000 6/15/2009 GNMA
362060P41 GNMA 30 YR SF LN 31043 41,586 41,391 44,450 329 9.5706 9.5000 8/15/2009 GNMA
362060Q73 GNMA 30 YR SF LN 31078 38,986 37,390 41,593 292 9.6283 9.0000 4/15/2009 GNMA
362060U94 GNMA 30 YR SF LN 31208 95,299 94,908 101,863 754 9.5620 9.5000 7/15/2009 GNMA
362060XC4 GNMA 30 YR SF LN 31275 45,316 45,139 47,719 340 9.0590 9.0000 3/15/2009 GNMA
3620603V5 GNMA 30 YR SF LN 31412 26,746 26,622 28,588 212 9.5706 9.5000 7/15/2009 GNMA
3620603V5 GNMA 30 YR SF LN 31412 77,524 77,162 82,864 614 9.5706 9.5000 7/15/2009 GNMA
3620604N2 GNMA 30 YR SF LN 31429 95,804 95,427 102,211 719 9.0590 9.0000 4/15/2009 GNMA
3620606X8 GNMA 30 YR SF LN 31486 80,622 80,304 86,014 605 9.0589 9.0000 5/15/2009 GNMA
</TABLE>
Page 76 of 141
<PAGE> 233
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362061DH3 GNMA 30 YR SF LN 31604 96,956 96,085 103,634 768 9.6355 9.5000 8/15/2009 GNMA
362061FB4 GNMA 30 YR SF LN 31662 135,120 134,566 143,976 1,070 9.5620 9.5000 7/15/2009 GNMA
362061MH3 GNMA 30 YR SF LN 31860 33,302 33,146 35,485 264 9.5706 9.5000 8/15/2009 GNMA
362061MH3 GNMA 30 YR SF LN 31860 97,242 96,786 103,615 770 9.5706 9.5000 8/15/2009 GNMA
362061TE3 GNMA 30 YR SF LN 32049 11,620 11,517 12,420 92 9.6358 9.5000 6/15/2009 GNMA
362061UC5 GNMA 30 YR SF LN 32079 65,167 64,901 69,656 516 9.5621 9.5000 6/15/2009 GNMA
362061UC5 GNMA 30 YR SF LN 32079 68,000 67,722 72,684 538 9.5621 9.5000 6/15/2009 GNMA
362061UC5 GNMA 30 YR SF LN 32079 11,633 11,586 12,434 92 9.5621 9.5000 6/15/2009 GNMA
362061VC4 GNMA 30 YR SF LN 32111 121,472 120,976 129,839 962 9.5621 9.5000 6/15/2009 GNMA
362061XK4 GNMA 30 YR SF LN 32182 61,517 61,273 65,974 461 9.0588 9.0000 6/15/2009 GNMA
362061YF4 GNMA 30 YR SF LN 32210 168,295 167,600 179,325 1,332 9.5618 9.5000 9/15/2009 GNMA
3620614P5 GNMA 30 YR SF LN 32330 144,672 144,080 154,637 1,145 9.5621 9.5000 6/15/2009 GNMA
362062GQ8 GNMA 30 YR SF LN 32607 63,314 63,057 67,464 501 9.5621 9.5000 5/15/2009 GNMA
362062L41 GNMA 30 YR SF LN 32747 22,785 22,679 24,278 180 9.5706 9.5000 7/15/2009 GNMA
362062ND9 GNMA 30 YR SF LN 32788 67,033 66,759 71,650 531 9.5621 9.5000 6/15/2009 GNMA
362062ND9 GNMA 30 YR SF LN 32788 81,642 81,309 87,266 646 9.5621 9.5000 6/15/2009 GNMA
362062ND9 GNMA 30 YR SF LN 32788 25,543 25,439 27,302 202 9.5621 9.5000 6/15/2009 GNMA
362062S51 GNMA 30 YR SF LN 32940 7,190 7,160 7,661 57 9.5620 9.5000 7/15/2009 GNMA
362062S51 GNMA 30 YR SF LN 32940 7,190 7,160 7,661 57 9.5620 9.5000 7/15/2009 GNMA
362062S51 GNMA 30 YR SF LN 32940 15,033 14,971 16,018 119 9.5620 9.5000 7/15/2009 GNMA
362062S51 GNMA 30 YR SF LN 32940 1,634 1,628 1,741 13 9.5620 9.5000 7/15/2009 GNMA
362062S51 GNMA 30 YR SF LN 32940 18,300 18,226 19,499 145 9.5620 9.5000 7/15/2009 GNMA
362062S51 GNMA 30 YR SF LN 32940 16,309 16,242 17,378 129 9.5620 9.5000 7/15/2009 GNMA
362062ZX2 GNMA 30 YR SF LN 33158 45,703 45,516 48,851 362 9.5621 9.5000 6/15/2009 GNMA
362062Z95 GNMA 30 YR SF LN 33168 103,876 103,450 110,684 822 9.5620 9.5000 7/15/2009 GNMA
3620623G4 GNMA 30 YR SF LN 33199 7,411 7,377 7,921 59 9.5704 9.5000 10/15/2009 GNMA
3620624S7 GNMA 30 YR SF LN 33233 53,379 53,130 56,877 423 9.5706 9.5000 7/15/2009 GNMA
362063AH2 GNMA 30 YR SF LN 33308 113,911 113,375 121,757 902 9.5705 9.5000 9/15/2009 GNMA
362063BY4 GNMA 30 YR SF LN 33355 7,250 7,216 7,725 57 9.5706 9.5000 7/15/2009 GNMA
362063B32 GNMA 30 YR SF LN 33358 110,903 110,446 118,172 878 9.5619 9.5000 8/15/2009 GNMA
362063EW5 GNMA 30 YR SF LN 33449 6,830 6,802 7,222 54 9.5620 9.5000 7/15/2009 GNMA
362063EW5 GNMA 30 YR SF LN 33449 8,008 7,975 8,468 63 9.5620 9.5000 7/15/2009 GNMA
362063EW5 GNMA 30 YR SF LN 33449 986 983 1,043 8 9.5620 9.5000 7/15/2009 GNMA
362063GK9 GNMA 30 YR SF LN 33502 3,449 3,433 3,687 27 9.5706 9.5000 8/15/2009 GNMA
362063G45 GNMA 30 YR SF LN 33519 60,069 59,787 64,207 476 9.5705 9.5000 9/15/2009 GNMA
362063KG3 GNMA 30 YR SF LN 33595 16,028 15,953 17,132 127 9.5704 9.5000 10/15/2009 GNMA
362063X38 GNMA 30 YR SF LN 33998 17,066 16,996 18,242 135 9.5619 9.5000 8/15/2009 GNMA
362063X79 GNMA 30 YR SF LN 34002 227,838 226,896 243,531 1,804 9.5618 9.5000 9/15/2009 GNMA
3620636J3 GNMA 30 YR SF LN 34173 201,808 200,980 215,034 1,598 9.5620 9.5000 7/15/2009 GNMA
3620637K9 GNMA 30 YR SF LN 34198 4,830 4,787 5,128 38 9.6355 9.5000 8/15/2009 GNMA
362064H59 GNMA 30 YR SF LN 34452 110,212 109,757 117,803 873 9.5618 9.5000 9/15/2009 GNMA
362064NM5 GNMA 30 YR SF LN 34596 263,725 262,635 281,890 2,088 9.5618 9.5000 9/15/2009 GNMA
362064PE1 GNMA 30 YR SF LN 34621 135,731 135,195 144,809 1,018 9.0589 9.0000 5/15/2009 GNMA
362064SD0 GNMA 30 YR SF LN 34716 3,397 3,381 3,631 27 9.5704 9.5000 10/15/2009 GNMA
3620643F2 GNMA 30 YR SF LN 34998 142,071 141,402 151,382 1,125 9.5705 9.5000 9/15/2009 GNMA
3620645Z6 GNMA 30 YR SF LN 35064 5,157 5,133 5,495 41 9.5704 9.5000 10/15/2009 GNMA
362065FU3 GNMA 30 YR SF LN 35279 40,812 40,620 43,623 323 9.5704 9.5000 10/15/2009 GNMA
362065HJ6 GNMA 30 YR SF LN 35333 23,744 23,646 25,379 188 9.5618 9.5000 10/15/2009 GNMA
362065M50 GNMA 30 YR SF LN 35480 16,448 16,370 17,581 130 9.5702 9.5000 12/15/2009 GNMA
362065M50 GNMA 30 YR SF LN 35480 12,447 12,388 13,304 99 9.5702 9.5000 12/15/2009 GNMA
362065N67 GNMA 30 YR SF LN 35513 17,134 17,064 18,257 136 9.5617 9.5000 11/15/2009 GNMA
362065N67 GNMA 30 YR SF LN 35513 6,725 6,697 7,166 53 9.5617 9.5000 11/15/2009 GNMA
362065N67 GNMA 30 YR SF LN 35513 17,991 17,917 19,170 142 9.5617 9.5000 11/15/2009 GNMA
362065N67 GNMA 30 YR SF LN 35513 16,277 16,210 17,344 129 9.5617 9.5000 11/15/2009 GNMA
362065QS6 GNMA 30 YR SF LN 35565 159,223 158,565 169,658 1,261 9.5618 9.5000 9/15/2009 GNMA
362065R30 GNMA 30 YR SF LN 35606 51,749 51,536 55,141 410 9.5619 9.5000 8/15/2009 GNMA
362065UP7 GNMA 30 YR SF LN 35690 138,834 138,178 147,933 1,099 9.5704 9.5000 10/15/2009 GNMA
362065U77 GNMA 30 YR SF LN 35706 114,521 114,048 122,409 907 9.5618 9.5000 9/15/2009 GNMA
362066AX0 GNMA 30 YR SF LN 36022 125,672 125,153 134,328 995 9.5618 9.5000 9/15/2009 GNMA
362066JZ6 GNMA 30 YR SF LN 36280 64,899 64,630 69,369 514 9.5618 9.5000 10/15/2009 GNMA
362066MR0 GNMA 30 YR SF LN 36368 10,451 9,600 11,171 83 10.7809 9.5000 10/15/2009 GNMA
</TABLE>
Page 77 of 141
<PAGE> 234
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362067D64 GNMA 30 YR SF LN 37025 29,875 29,751 31,719 237 9.5618 9.5000 10/15/2009 GNMA
362067D64 GNMA 30 YR SF LN 37025 31,464 31,334 33,407 249 9.5618 9.5000 10/15/2009 GNMA
362067D64 GNMA 30 YR SF LN 37025 3,501 3,487 3,717 28 9.5618 9.5000 10/15/2009 GNMA
362067EM8 GNMA 30 YR SF LN 37040 190,101 189,310 203,195 1,505 9.5617 9.5000 11/15/2009 GNMA
362068NE4 GNMA 30 YR SF LN 38189 85,571 85,167 91,465 677 9.5704 9.5000 10/15/2009 GNMA
36207AEQ1 GNMA 30 YR SF LN 425943 227,694 236,508 236,658 1,518 7.6607 8.0000 2/15/2026 GNMA
36207AL67 GNMA 30 YR SF LN 426149 158,076 164,197 164,299 1,054 7.6618 8.0000 6/15/2026 GNMA
36207ANK4 GNMA 30 YR SF LN 426194 52,459 54,490 54,524 350 7.6621 8.0000 7/15/2026 GNMA
36207ANT5 GNMA 30 YR SF LN 426202 54,667 56,784 56,819 364 7.6624 8.0000 8/15/2026 GNMA
36207APH9 GNMA 30 YR SF LN 426224 39,130 39,534 40,340 245 7.4125 7.5000 12/15/2026 GNMA
36207A5B4 GNMA 30 YR SF LN 426642 247,229 256,802 256,962 1,648 7.6621 8.0000 7/15/2026 GNMA
36207BSY7 GNMA 30 YR SF LN 427235 92,347 94,200 94,482 539 6.8409 7.0000 1/15/2028 GNMA
36207BSZ4 GNMA 30 YR SF LN 427236 82,134 83,781 84,033 479 6.8409 7.0000 1/15/2028 GNMA
36207B4G2 GNMA 30 YR SF LN 427523 67,472 68,825 69,032 394 6.8410 7.0000 2/15/2028 GNMA
36207CBT4 GNMA 30 YR SF LN 427650 839,686 869,651 872,744 5,598 7.6884 8.0000 9/15/2026 GNMA
36207DPP5 GNMA 30 YR SF LN 428930 296,713 299,772 305,890 1,854 7.4128 7.5000 4/15/2027 GNMA
36207DXS0 GNMA 30 YR SF LN 429189 232,669 241,679 241,829 1,551 7.6626 8.0000 9/15/2026 GNMA
36207EPV0 GNMA 30 YR SF LN 429836 285,460 288,404 294,289 1,784 7.4126 7.5000 1/15/2027 GNMA
36207EV35 GNMA 30 YR SF LN 430034 68,892 70,274 70,485 402 6.8409 7.0000 1/15/2028 GNMA
36207EWK6 GNMA 30 YR SF LN 430050 161,774 168,039 168,143 1,079 7.6626 8.0000 9/15/2026 GNMA
36207E4H4 GNMA 30 YR SF LN 430224 35,916 36,287 37,027 224 7.4131 7.5000 9/15/2027 GNMA
36207FFJ5 GNMA 30 YR SF LN 430469 106,155 109,450 112,557 752 8.2158 8.5000 10/15/2026 GNMA
36207FKM2 GNMA 30 YR SF LN 430600 58,145 59,312 59,489 339 6.8410 7.0000 2/15/2028 GNMA
36207FMK4 GNMA 30 YR SF LN 430662 367,315 371,101 378,676 2,296 7.4120 7.5000 5/15/2026 GNMA
36207FQM6 GNMA 30 YR SF LN 430760 334,921 341,637 342,664 1,954 6.8409 7.0000 1/15/2028 GNMA
36207FZW4 GNMA 30 YR SF LN 431057 42,865 43,307 44,191 268 7.4121 7.5000 7/15/2026 GNMA
36207F6Y2 GNMA 30 YR SF LN 431187 281,168 291,202 292,238 1,874 7.6881 8.0000 8/15/2026 GNMA
36207GLV9 GNMA 30 YR SF LN 431540 142,060 147,130 147,653 947 7.6886 8.0000 10/15/2026 GNMA
36207GVP1 GNMA 30 YR SF LN 431822 525,487 530,593 541,740 3,284 7.4175 7.5000 12/15/2026 GNMA
36207GVP1 GNMA 30 YR SF LN 431822 711,083 717,992 733,077 4,444 7.4175 7.5000 12/15/2026 GNMA
36207GVP1 GNMA 30 YR SF LN 431822 711,083 717,992 733,077 4,444 7.4175 7.5000 12/15/2026 GNMA
36207GVP1 GNMA 30 YR SF LN 431822 711,083 717,992 733,077 4,444 7.4175 7.5000 12/15/2026 GNMA
36207GVP1 GNMA 30 YR SF LN 431822 711,083 717,992 733,077 4,444 7.4175 7.5000 12/15/2026 GNMA
36207GVP1 GNMA 30 YR SF LN 431822 711,083 717,992 733,077 4,444 7.4175 7.5000 12/15/2026 GNMA
36207GVP1 GNMA 30 YR SF LN 431822 711,083 717,992 733,077 4,444 7.4175 7.5000 12/15/2026 GNMA
36207G5D7 GNMA 30 YR SF LN 432044 221,166 229,731 229,873 1,474 7.6626 8.0000 9/15/2026 GNMA
36207HCD7 GNMA 30 YR SF LN 432168 164,017 169,871 170,474 1,093 7.6889 8.0000 11/15/2026 GNMA
36207HJN8 GNMA 30 YR SF LN 432369 291,000 294,000 300,001 1,819 7.4127 7.5000 2/15/2027 GNMA
36207HTG2 GNMA 30 YR SF LN 432651 44,987 45,451 46,378 281 7.4120 7.5000 5/15/2026 GNMA
36207HTH0 GNMA 30 YR SF LN 432652 362,964 377,016 377,254 2,420 7.6616 8.0000 5/15/2026 GNMA
36207H5J2 GNMA 30 YR SF LN 432949 132,228 137,348 137,434 882 7.6626 8.0000 9/15/2026 GNMA
36207H5J2 GNMA 30 YR SF LN 432949 217,894 225,670 226,472 1,453 7.6884 8.0000 9/15/2026 GNMA
36207JBV4 GNMA 30 YR SF LN 433052 268,645 279,046 279,222 1,791 7.6618 8.0000 6/15/2026 GNMA
36207JFQ1 GNMA 30 YR SF LN 433175 503,263 508,451 518,829 3,145 7.4122 7.5000 8/15/2026 GNMA
36207JPE7 GNMA 30 YR SF LN 433421 185,356 189,483 191,089 1,158 7.3132 7.5000 2/15/2027 GNMA
36207JT86 GNMA 30 YR SF LN 433575 57,472 58,625 58,801 335 6.8409 7.0000 1/15/2028 GNMA
36207JWH2 GNMA 30 YR SF LN 433648 656,072 669,229 671,240 3,827 6.8410 7.0000 2/15/2028 GNMA
36207KBM1 GNMA 30 YR SF LN 433944 175,993 179,523 180,062 1,027 6.8418 7.0000 8/15/2028 GNMA
36207KBY5 GNMA 30 YR SF LN 433955 617,406 629,787 631,680 3,602 6.8418 7.0000 8/15/2028 GNMA
36207LQY7 GNMA 30 YR SF LN 435271 116,670 120,291 123,706 826 8.2148 8.5000 5/15/2026 GNMA
36207LR83 GNMA 30 YR SF LN 435311 65,121 67,643 67,685 434 7.6624 8.0000 8/15/2026 GNMA
36207L6Z6 GNMA 30 YR SF LN 435688 282,924 293,881 294,063 1,886 7.6629 8.0000 10/15/2026 GNMA
36207MK47 GNMA 30 YR SF LN 436015 304,091 307,396 311,122 1,774 6.9131 7.0000 12/15/2027 GNMA
36207MM37 GNMA 30 YR SF LN 436078 536,520 547,279 548,924 3,130 6.8409 7.0000 1/15/2028 GNMA
36207MNK8 GNMA 30 YR SF LN 436094 53,705 54,783 54,947 313 6.8409 7.0000 1/15/2028 GNMA
36207MU95 GNMA 30 YR SF LN 436308 347,353 350,934 358,097 2,171 7.4121 7.5000 7/15/2026 GNMA
36207NAV6 GNMA 30 YR SF LN 436620 169,072 175,619 175,728 1,127 7.6621 8.0000 7/15/2026 GNMA
36207NFZ2 GNMA 30 YR SF LN 436784 45,870 46,343 47,289 287 7.4129 7.5000 5/15/2027 GNMA
36207NQH0 GNMA 30 YR SF LN 437056 19,265 19,464 19,861 120 7.4125 7.5000 12/15/2026 GNMA
36207NQV9 GNMA 30 YR SF LN 437068 325,353 328,708 335,416 2,033 7.4129 7.5000 6/15/2027 GNMA
36207NQ64 GNMA 30 YR SF LN 437077 482,530 493,278 497,455 3,016 7.3143 7.5000 10/15/2027 GNMA
</TABLE>
Page 78 of 141
<PAGE> 235
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36207NRX4 GNMA 30 YR SF LN 437102 249,333 258,232 259,149 1,662 7.6889 8.0000 11/15/2026 GNMA
36207PBW8 GNMA 30 YR SF LN 437553 59,394 60,007 61,231 371 7.4123 7.5000 9/15/2026 GNMA
36207PRF8 GNMA 30 YR SF LN 437986 64,450 66,750 66,987 430 7.6886 8.0000 10/15/2026 GNMA
36207P3G2 GNMA 30 YR SF LN 438299 363,608 367,356 374,854 2,273 7.4125 7.5000 12/15/2026 GNMA
36207QA23 GNMA 30 YR SF LN 438425 25,043 25,601 25,818 157 7.3145 7.5000 11/15/2027 GNMA
36207QUQ8 GNMA 30 YR SF LN 438991 292,308 295,322 301,349 1,827 7.4122 7.5000 8/15/2026 GNMA
36207RHK4 GNMA 30 YR SF LN 439534 280,655 283,549 289,336 1,754 7.4128 7.5000 4/15/2027 GNMA
36207SC92 GNMA 30 YR SF LN 440296 262,718 265,427 270,844 1,642 7.4127 7.5000 3/15/2027 GNMA
36207SF99 GNMA 30 YR SF LN 440392 444,354 448,936 458,098 2,777 7.4128 7.5000 4/15/2027 GNMA
36207SQF3 GNMA 30 YR SF LN 440654 718,504 725,489 740,727 4,491 7.4179 7.5000 6/15/2027 GNMA
36207SQF3 GNMA 30 YR SF LN 440654 470,013 474,583 484,551 2,938 7.4179 7.5000 6/15/2027 GNMA
36207S4R1 GNMA 30 YR SF LN 441032 282,352 293,289 293,468 1,882 7.6634 8.0000 12/15/2026 GNMA
36207TAJ0 GNMA 30 YR SF LN 441109 38,863 39,265 40,065 243 7.4127 7.5000 2/15/2027 GNMA
36207TD81 GNMA 30 YR SF LN 441227 140,605 146,051 146,141 937 7.6626 8.0000 9/15/2026 GNMA
36207UFD5 GNMA 30 YR SF LN 442164 328,927 341,667 341,877 2,193 7.6634 8.0000 12/15/2026 GNMA
36207UF78 GNMA 30 YR SF LN 442190 248,864 257,746 258,662 1,659 7.6891 8.0000 12/15/2026 GNMA
36207ULV8 GNMA 30 YR SF LN 442340 298,812 302,060 305,721 1,743 6.9134 7.0000 4/15/2028 GNMA
36207UPF9 GNMA 30 YR SF LN 442422 353,614 357,260 364,551 2,210 7.4127 7.5000 2/15/2027 GNMA
36207UQE1 GNMA 30 YR SF LN 442453 391,498 399,349 400,549 2,284 6.8414 7.0000 5/15/2028 GNMA
36207U5Q7 GNMA 30 YR SF LN 442855 344,554 348,108 355,211 2,153 7.4132 7.5000 10/15/2027 GNMA
36207VCS3 GNMA 30 YR SF LN 442981 61,697 62,934 63,123 360 6.8410 7.0000 2/15/2028 GNMA
36207VDH6 GNMA 30 YR SF LN 443004 143,013 147,452 151,638 1,013 8.2158 8.5000 10/15/2026 GNMA
36207VF35 GNMA 30 YR SF LN 443086 379,491 383,405 391,229 2,372 7.4128 7.5000 4/15/2027 GNMA
36207VHG4 GNMA 30 YR SF LN 443131 40,207 41,103 41,451 251 7.3139 7.5000 7/15/2027 GNMA
36207VMF0 GNMA 30 YR SF LN 443258 203,351 207,429 208,052 1,186 6.8410 7.0000 2/15/2028 GNMA
36207VT97 GNMA 30 YR SF LN 443476 426,221 435,711 439,404 2,664 7.3135 7.5000 4/15/2027 GNMA
36207V3M6 GNMA 30 YR SF LN 443704 966,011 930,009 957,558 4,830 6.2779 6.0000 6/15/2028 GNMA
36207V3M6 GNMA 30 YR SF LN 443704 966,011 930,009 957,558 4,830 6.2779 6.0000 6/15/2028 GNMA
36207V3M6 GNMA 30 YR SF LN 443704 30,614 29,474 30,346 153 6.2779 6.0000 6/15/2028 GNMA
36207V3M6 GNMA 30 YR SF LN 443704 56,143 54,051 55,652 281 6.2779 6.0000 6/15/2028 GNMA
36207V3M6 GNMA 30 YR SF LN 443704 900,976 867,398 893,092 4,505 6.2779 6.0000 6/15/2028 GNMA
36207V3M6 GNMA 30 YR SF LN 443704 690,868 665,120 684,823 3,454 6.2779 6.0000 6/15/2028 GNMA
36207V5B8 GNMA 30 YR SF LN 443742 587,813 599,601 601,403 3,429 6.8417 7.0000 7/15/2028 GNMA
36207V6U5 GNMA 30 YR SF LN 443783 269,802 272,688 278,147 1,686 7.4102 7.5000 12/15/2027 GNMA
36207WGE8 GNMA 30 YR SF LN 443997 289,735 292,722 298,697 1,811 7.4127 7.5000 3/15/2027 GNMA
36207XCK6 GNMA 30 YR SF LN 444774 432,303 437,002 442,298 2,522 6.9133 7.0000 3/15/2028 GNMA
36207XLM2 GNMA 30 YR SF LN 445032 191,739 199,165 199,288 1,278 7.6634 8.0000 12/15/2026 GNMA
36207XNW8 GNMA 30 YR SF LN 445105 407,715 411,678 420,326 2,548 7.4176 7.5000 2/15/2027 GNMA
36207XNW8 GNMA 30 YR SF LN 445105 65,463 66,099 67,488 409 7.4176 7.5000 2/15/2027 GNMA
36207XNW8 GNMA 30 YR SF LN 445105 189,036 190,873 194,883 1,181 7.4176 7.5000 2/15/2027 GNMA
36207XNW8 GNMA 30 YR SF LN 445105 93,626 94,537 96,522 585 7.4176 7.5000 2/15/2027 GNMA
36207XNW8 GNMA 30 YR SF LN 445105 797,449 805,199 822,114 4,984 7.4176 7.5000 2/15/2027 GNMA
36207XNW8 GNMA 30 YR SF LN 445105 797,449 805,199 822,114 4,984 7.4176 7.5000 2/15/2027 GNMA
36207XNW8 GNMA 30 YR SF LN 445105 797,449 805,199 822,114 4,984 7.4176 7.5000 2/15/2027 GNMA
36207XNW8 GNMA 30 YR SF LN 445105 797,449 805,199 822,114 4,984 7.4176 7.5000 2/15/2027 GNMA
36207XNW8 GNMA 30 YR SF LN 445105 797,449 805,199 822,114 4,984 7.4176 7.5000 2/15/2027 GNMA
36207XNW8 GNMA 30 YR SF LN 445105 44,847 45,310 46,234 280 7.4127 7.5000 2/15/2027 GNMA
36207XU34 GNMA 30 YR SF LN 445302 281,562 284,623 288,072 1,642 6.9131 7.0000 1/15/2028 GNMA
36207XV82 GNMA 30 YR SF LN 445339 55,307 56,417 56,586 323 6.8410 7.0000 2/15/2028 GNMA
36207YCG3 GNMA 30 YR SF LN 445671 47,208 47,695 48,668 295 7.4131 7.5000 8/15/2027 GNMA
36207YNX4 GNMA 30 YR SF LN 446006 295,698 301,628 302,535 1,725 6.8418 7.0000 8/15/2028 GNMA
36207YTL4 GNMA 30 YR SF LN 446155 175,873 179,400 179,939 1,026 6.8410 7.0000 2/15/2028 GNMA
36207YX62 GNMA 30 YR SF LN 446301 62,720 63,367 64,660 392 7.4129 7.5000 6/15/2027 GNMA
36208CE37 GNMA 30 YR SF LN 446654 801,613 817,689 820,146 4,676 6.8418 7.0000 8/15/2028 GNMA
36208CE37 GNMA 30 YR SF LN 446654 581,238 592,894 594,676 3,391 6.8418 7.0000 8/15/2028 GNMA
36208CE37 GNMA 30 YR SF LN 446654 593,835 605,743 607,564 3,464 6.8418 7.0000 8/15/2028 GNMA
36208CFQ5 GNMA 30 YR SF LN 446675 198,773 202,759 203,369 1,160 6.8418 7.0000 8/15/2028 GNMA
36208CHA8 GNMA 30 YR SF LN 446725 805,962 822,125 824,596 4,701 6.8420 7.0000 9/15/2028 GNMA
36208CHA8 GNMA 30 YR SF LN 446725 678,162 691,762 693,841 3,956 6.8420 7.0000 9/15/2028 GNMA
36208CHA8 GNMA 30 YR SF LN 446725 862,914 880,219 882,865 5,034 6.8420 7.0000 9/15/2028 GNMA
36208CHA8 GNMA 30 YR SF LN 446725 840,466 857,321 859,898 4,903 6.8420 7.0000 9/15/2028 GNMA
</TABLE>
Page 79 of 141
<PAGE> 236
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36208CHA8 GNMA 30 YR SF LN 446725 425,095 433,620 434,923 2,480 6.8420 7.0000 9/15/2028 GNMA
36208CHA8 GNMA 30 YR SF LN 446725 763,895 779,214 781,556 4,456 6.8420 7.0000 9/15/2028 GNMA
36208CHA8 GNMA 30 YR SF LN 446725 812,832 829,133 831,625 4,742 6.8420 7.0000 9/15/2028 GNMA
36208CHE0 GNMA 30 YR SF LN 446729 594,789 592,751 600,737 3,222 6.5262 6.5000 9/1/2028 GNMA
36208CHE0 GNMA 30 YR SF LN 446729 96,920 96,589 97,889 525 6.5262 6.5000 9/1/2028 GNMA
36208CMW4 GNMA 30 YR SF LN 446873 795,247 802,979 819,844 4,970 7.4179 7.5000 7/15/2027 GNMA
36208CMW4 GNMA 30 YR SF LN 446873 795,247 802,979 819,844 4,970 7.4179 7.5000 7/15/2027 GNMA
36208CMW4 GNMA 30 YR SF LN 446873 795,247 802,979 819,844 4,970 7.4179 7.5000 7/15/2027 GNMA
36208CMW4 GNMA 30 YR SF LN 446873 795,247 802,979 819,844 4,970 7.4179 7.5000 7/15/2027 GNMA
36208CMW4 GNMA 30 YR SF LN 446873 795,247 802,979 819,844 4,970 7.4179 7.5000 7/15/2027 GNMA
36208CNR4 GNMA 30 YR SF LN 446900 381,032 384,961 392,817 2,381 7.4128 7.5000 4/15/2027 GNMA
36208CQZ3 GNMA 30 YR SF LN 446972 313,640 316,875 323,341 1,960 7.4129 7.5000 5/15/2027 GNMA
36208C5T0 GNMA 30 YR SF LN 447358 39,614 39,999 40,839 248 7.4179 7.5000 7/15/2027 GNMA
36208C5T0 GNMA 30 YR SF LN 447358 586,120 591,819 604,249 3,663 7.4179 7.5000 7/15/2027 GNMA
36208C5T0 GNMA 30 YR SF LN 447358 631,047 637,183 650,565 3,944 7.4179 7.5000 7/15/2027 GNMA
36208C5T0 GNMA 30 YR SF LN 447358 631,047 637,183 650,565 3,944 7.4179 7.5000 7/15/2027 GNMA
36208C5T0 GNMA 30 YR SF LN 447358 631,047 637,183 650,565 3,944 7.4179 7.5000 7/15/2027 GNMA
36208C5T0 GNMA 30 YR SF LN 447358 631,047 637,183 650,565 3,944 7.4179 7.5000 7/15/2027 GNMA
36208DNG6 GNMA 30 YR SF LN 447791 728,621 754,635 757,307 4,857 7.6907 8.0000 7/15/2027 GNMA
36208DNG6 GNMA 30 YR SF LN 447791 728,621 754,635 757,307 4,857 7.6907 8.0000 7/15/2027 GNMA
36208DNG6 GNMA 30 YR SF LN 447791 728,621 754,635 757,307 4,857 7.6907 8.0000 7/15/2027 GNMA
36208DNG6 GNMA 30 YR SF LN 447791 728,621 754,635 757,307 4,857 7.6907 8.0000 7/15/2027 GNMA
36208DNG6 GNMA 30 YR SF LN 447791 484,696 502,001 503,778 3,231 7.6907 8.0000 7/15/2027 GNMA
36208DT62 GNMA 30 YR SF LN 447973 983,491 946,837 974,885 4,917 6.2779 6.0000 6/15/2028 GNMA
36208DT62 GNMA 30 YR SF LN 447973 983,491 946,837 974,885 4,917 6.2779 6.0000 6/15/2028 GNMA
36208DT62 GNMA 30 YR SF LN 447973 983,491 946,837 974,885 4,917 6.2779 6.0000 6/15/2028 GNMA
36208DT62 GNMA 30 YR SF LN 447973 187,399 180,416 185,759 937 6.2779 6.0000 6/15/2028 GNMA
36208DT70 GNMA 30 YR SF LN 447974 983,683 947,023 975,076 4,918 6.2779 6.0000 6/15/2028 GNMA
36208DT70 GNMA 30 YR SF LN 447974 983,683 947,023 975,076 4,918 6.2779 6.0000 6/15/2028 GNMA
36208DT70 GNMA 30 YR SF LN 447974 983,683 947,023 975,076 4,918 6.2779 6.0000 6/15/2028 GNMA
36208DT70 GNMA 30 YR SF LN 447974 544,954 524,645 540,186 2,725 6.2779 6.0000 6/15/2028 GNMA
36208DX59 GNMA 30 YR SF LN 448100 108,994 111,180 111,514 636 6.8412 7.0000 3/15/2028 GNMA
36208EGW7 GNMA 30 YR SF LN 448513 533,547 539,049 550,050 3,335 7.4128 7.5000 4/15/2027 GNMA
36208EGY3 GNMA 30 YR SF LN 448515 52,654 53,197 54,283 329 7.4128 7.5000 4/15/2027 GNMA
36208EHM8 GNMA 30 YR SF LN 448536 394,534 398,603 406,737 2,466 7.4128 7.5000 4/15/2027 GNMA
36208EJB0 GNMA 30 YR SF LN 448558 162,157 163,829 167,173 1,013 7.4129 7.5000 5/15/2027 GNMA
36208EZZ9 GNMA 30 YR SF LN 449060 585,271 583,285 598,802 3,414 7.0275 7.0000 10/15/2027 GNMA
36208E2U6 GNMA 30 YR SF LN 449087 251,256 256,854 259,027 1,570 7.3145 7.5000 11/15/2027 GNMA
36208FAX8 GNMA 30 YR SF LN 449222 369,939 377,358 378,492 2,158 6.8409 7.0000 1/15/2028 GNMA
36208FCP3 GNMA 30 YR SF LN 449278 89,268 91,059 91,332 521 6.8410 7.0000 2/15/2028 GNMA
36208FHS2 GNMA 30 YR SF LN 449441 472,964 477,842 487,593 2,956 7.4131 7.5000 8/15/2027 GNMA
36208FMG2 GNMA 30 YR SF LN 449559 255,205 245,694 252,972 1,276 6.2779 6.0000 6/15/2028 GNMA
36208FRB8 GNMA 30 YR SF LN 449682 49,054 49,560 50,571 307 7.4131 7.5000 9/15/2027 GNMA
36208FVU1 GNMA 30 YR SF LN 449827 82,359 84,011 84,263 480 6.8409 7.0000 1/15/2028 GNMA
36208F4H0 GNMA 30 YR SF LN 450024 344,708 351,621 352,678 2,011 6.8416 7.0000 6/15/2028 GNMA
36208F5D8 GNMA 30 YR SF LN 450044 961,001 957,708 970,611 5,205 6.5262 6.5000 9/1/2028 GNMA
36208F5D8 GNMA 30 YR SF LN 450044 56,679 56,485 57,246 307 6.5262 6.5000 9/1/2028 GNMA
36208GB56 GNMA 30 YR SF LN 450160 65,559 66,874 67,075 382 6.8410 7.0000 2/15/2028 GNMA
36208GLT3 GNMA 30 YR SF LN 450438 339,031 337,880 346,869 1,978 7.0275 7.0000 10/15/2027 GNMA
36208GLT3 GNMA 30 YR SF LN 450438 616,440 614,348 630,692 3,596 7.0275 7.0000 10/15/2027 GNMA
36208GSH2 GNMA 30 YR SF LN 450620 72,101 73,547 73,768 421 6.8409 7.0000 1/15/2028 GNMA
36208HM45 GNMA 30 YR SF LN 451379 579,034 585,005 596,944 3,619 7.4131 7.5000 8/15/2027 GNMA
36208HSM9 GNMA 30 YR SF LN 451524 370,827 369,568 379,401 2,163 7.0275 7.0000 10/15/2027 GNMA
36208HSM9 GNMA 30 YR SF LN 451524 906,466 903,389 927,423 5,288 7.0275 7.0000 10/15/2027 GNMA
36208HXG6 GNMA 30 YR SF LN 451679 245,346 248,014 251,018 1,431 6.9134 7.0000 5/15/2028 GNMA
36208H7K6 GNMA 30 YR SF LN 451898 528,770 534,223 545,125 3,305 7.4132 7.5000 10/15/2027 GNMA
36208JPS5 GNMA 30 YR SF LN 452333 220,508 225,419 227,328 1,378 7.3141 7.5000 8/15/2027 GNMA
36208JTD4 GNMA 30 YR SF LN 452448 280,037 282,926 288,699 1,750 7.4131 7.5000 9/15/2027 GNMA
36208JVU3 GNMA 30 YR SF LN 452527 277,143 276,202 283,551 1,617 7.0275 7.0000 10/15/2027 GNMA
36208JWP3 GNMA 30 YR SF LN 452554 352,415 351,219 360,563 2,056 7.0275 7.0000 10/15/2027 GNMA
36208J4W9 GNMA 30 YR SF LN 452737 538,221 544,070 550,665 3,140 6.9130 7.0000 11/15/2027 GNMA
</TABLE>
Page 80 of 141
<PAGE> 237
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36208KRK7 GNMA 30 YR SF LN 453290 726,248 733,310 748,711 4,539 7.4180 7.5000 8/15/2027 GNMA
36208KR43 GNMA 30 YR SF LN 453307 342,512 346,044 353,106 2,141 7.4131 7.5000 9/15/2027 GNMA
36208KSE0 GNMA 30 YR SF LN 453317 265,381 271,292 273,589 1,659 7.3142 7.5000 9/15/2027 GNMA
36208LJZ1 GNMA 30 YR SF LN 453980 307,407 310,748 314,514 1,793 6.9128 7.0000 9/15/2027 GNMA
36208LLZ8 GNMA 30 YR SF LN 454044 280,668 286,296 287,157 1,637 6.8413 7.0000 4/15/2028 GNMA
36208LT72 GNMA 30 YR SF LN 454274 239,213 241,680 246,612 1,495 7.4130 7.5000 7/15/2027 GNMA
36208LUS4 GNMA 30 YR SF LN 454293 42,334 42,771 43,643 265 7.4132 7.5000 10/15/2027 GNMA
36208LWG8 GNMA 30 YR SF LN 454347 294,594 297,796 301,405 1,718 6.9131 7.0000 1/15/2028 GNMA
36208L6E2 GNMA 30 YR SF LN 454569 983,479 946,826 974,874 4,917 6.2779 6.0000 6/15/2028 GNMA
36208L6E2 GNMA 30 YR SF LN 454569 983,479 946,826 974,874 4,917 6.2779 6.0000 6/15/2028 GNMA
36208L6E2 GNMA 30 YR SF LN 454569 983,479 946,826 974,874 4,917 6.2779 6.0000 6/15/2028 GNMA
36208L6E2 GNMA 30 YR SF LN 454569 576,450 554,967 571,406 2,882 6.2779 6.0000 6/15/2028 GNMA
36208L6E2 GNMA 30 YR SF LN 454569 432,453 416,337 428,669 2,162 6.2779 6.0000 6/15/2028 GNMA
36208MBT1 GNMA 30 YR SF LN 454650 722,987 720,510 730,217 3,916 6.5262 6.5000 9/1/2028 GNMA
36208MMC6 GNMA 30 YR SF LN 454955 316,771 320,214 324,095 1,848 6.9131 7.0000 1/15/2028 GNMA
36208MM44 GNMA 30 YR SF LN 454979 353,726 357,375 364,667 2,211 7.4131 7.5000 9/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 543,146 541,302 555,704 3,168 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 307,355 306,312 314,461 1,793 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYQ2 GNMA 30 YR SF LN 455319 919,170 916,050 940,421 5,362 7.0275 7.0000 10/15/2027 GNMA
36208MYS8 GNMA 30 YR SF LN 455321 600,625 598,587 614,511 3,504 7.0275 7.0000 10/15/2027 GNMA
36208N3P6 GNMA 30 YR SF LN 456306 509,740 514,998 525,506 3,186 7.4133 7.5000 11/15/2027 GNMA
36208PJU3 GNMA 30 YR SF LN 456675 572,948 584,437 586,195 3,342 6.8410 7.0000 2/15/2028 GNMA
36208PK56 GNMA 30 YR SF LN 456716 396,828 404,786 406,003 2,315 6.8410 7.0000 2/15/2028 GNMA
36208PVD7 GNMA 30 YR SF LN 457012 463,318 468,096 477,648 2,896 7.4131 7.5000 9/15/2027 GNMA
36208PXS2 GNMA 30 YR SF LN 457089 251,615 250,753 254,131 1,363 6.5262 6.5000 9/1/2028 GNMA
36208PXS2 GNMA 30 YR SF LN 457089 987,099 983,717 996,970 5,347 6.5262 6.5000 9/1/2028 GNMA
36208PXS2 GNMA 30 YR SF LN 457089 987,099 983,717 996,970 5,347 6.5262 6.5000 9/1/2028 GNMA
36208PXS2 GNMA 30 YR SF LN 457089 987,099 983,717 996,970 5,347 6.5262 6.5000 9/1/2028 GNMA
36208PXS2 GNMA 30 YR SF LN 457089 735,484 732,964 742,839 3,984 6.5262 6.5000 9/1/2028 GNMA
36208QCM6 GNMA 30 YR SF LN 457376 97,655 100,689 103,545 692 8.2181 8.5000 10/15/2027 GNMA
36208QFE1 GNMA 30 YR SF LN 457465 317,818 321,096 327,648 1,986 7.4132 7.5000 10/15/2027 GNMA
36208QNK8 GNMA 30 YR SF LN 457694 569,869 567,917 575,568 3,087 6.5262 6.5000 8/15/2028 GNMA
36208QNK8 GNMA 30 YR SF LN 457694 402,001 400,624 406,021 2,178 6.5262 6.5000 8/15/2028 GNMA
</TABLE>
Page 81 of 141
<PAGE> 238
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36208QR32 GNMA 30 YR SF LN 457806 92,044 93,891 94,172 537 6.8420 7.0000 9/15/2028 GNMA
36208QR57 GNMA 30 YR SF LN 457808 657,685 655,432 664,262 3,562 6.5262 6.5000 9/1/2028 GNMA
36208QR57 GNMA 30 YR SF LN 457808 329,230 328,102 332,522 1,783 6.5262 6.5000 9/1/2028 GNMA
36208QSF4 GNMA 30 YR SF LN 457818 417,204 415,775 421,376 2,260 6.5262 6.5000 9/1/2028 GNMA
36208QSF4 GNMA 30 YR SF LN 457818 987,315 983,932 997,188 5,348 6.5262 6.5000 9/1/2028 GNMA
36208QSF4 GNMA 30 YR SF LN 457818 674,826 672,514 681,574 3,655 6.5262 6.5000 9/1/2028 GNMA
36208Q3M6 GNMA 30 YR SF LN 458104 84,211 85,900 86,158 491 6.8410 7.0000 2/15/2028 GNMA
36208Q5A0 GNMA 30 YR SF LN 458141 49,737 50,735 50,887 290 6.8412 7.0000 3/15/2028 GNMA
36208RDH4 GNMA 30 YR SF LN 458304 339,335 338,172 342,728 1,838 6.5262 6.5000 5/15/2028 GNMA
36208REH3 GNMA 30 YR SF LN 458336 744,998 742,446 752,448 4,035 6.5262 6.5000 9/1/2028 GNMA
36208REH3 GNMA 30 YR SF LN 458336 986,878 983,497 996,747 5,346 6.5262 6.5000 9/1/2028 GNMA
36208REH3 GNMA 30 YR SF LN 458336 735,319 732,799 742,672 3,983 6.5262 6.5000 9/1/2028 GNMA
36208RNW0 GNMA 30 YR SF LN 458605 983,659 947,001 975,052 4,918 6.2782 6.0000 5/15/2028 GNMA
36208RNW0 GNMA 30 YR SF LN 458605 983,659 947,001 975,052 4,918 6.2782 6.0000 5/15/2028 GNMA
36208RNW0 GNMA 30 YR SF LN 458605 983,659 947,001 975,052 4,918 6.2782 6.0000 5/15/2028 GNMA
36208RNW0 GNMA 30 YR SF LN 458605 836,193 805,031 828,876 4,181 6.2782 6.0000 5/15/2028 GNMA
36208RPD0 GNMA 30 YR SF LN 458620 493,599 491,908 498,535 2,674 6.5262 6.5000 6/15/2028 GNMA
36208RWL4 GNMA 30 YR SF LN 458851 465,592 470,652 476,356 2,716 6.9134 7.0000 4/15/2028 GNMA
36208RXL3 GNMA 30 YR SF LN 458883 489,696 499,516 501,018 2,857 6.8413 7.0000 4/15/2028 GNMA
36208RYS7 GNMA 30 YR SF LN 458921 245,528 250,453 251,205 1,432 6.8420 7.0000 9/15/2028 GNMA
36208RYW8 GNMA 30 YR SF LN 458925 493,453 491,762 498,388 2,673 6.5262 6.5000 9/1/2028 GNMA
36208SVK5 GNMA 30 YR SF LN 459718 72,523 73,978 74,200 423 6.8410 7.0000 2/15/2028 GNMA
36208THE3 GNMA 30 YR SF LN 460229 560,230 571,465 573,183 3,268 6.8410 7.0000 2/15/2028 GNMA
36208TYP9 GNMA 30 YR SF LN 460718 296,293 299,513 303,143 1,728 6.9131 7.0000 1/15/2028 GNMA
36208T4W7 GNMA 30 YR SF LN 460837 543,524 554,424 556,090 3,171 6.8416 7.0000 6/15/2028 GNMA
36208T5W6 GNMA 30 YR SF LN 460861 984,324 947,640 975,711 4,922 6.2779 6.0000 6/15/2028 GNMA
36208T5W6 GNMA 30 YR SF LN 460861 937,464 902,526 929,261 4,687 6.2779 6.0000 6/15/2028 GNMA
36208T5W6 GNMA 30 YR SF LN 460861 432,825 416,694 429,038 2,164 6.2779 6.0000 6/15/2028 GNMA
36208T5W6 GNMA 30 YR SF LN 460861 984,324 947,640 975,711 4,922 6.2779 6.0000 6/15/2028 GNMA
36208T5W6 GNMA 30 YR SF LN 460861 984,324 947,640 975,711 4,922 6.2779 6.0000 6/15/2028 GNMA
36208T5W6 GNMA 30 YR SF LN 460861 712,181 685,639 705,949 3,561 6.2779 6.0000 6/15/2028 GNMA
36208T5W6 GNMA 30 YR SF LN 460861 203,458 195,876 201,678 1,017 6.2779 6.0000 6/15/2028 GNMA
36208T5W6 GNMA 30 YR SF LN 460861 63,670 61,298 63,113 318 6.2779 6.0000 6/15/2028 GNMA
36208T5W6 GNMA 30 YR SF LN 460861 93,698 90,207 92,878 468 6.2779 6.0000 6/15/2028 GNMA
36208UAM9 GNMA 30 YR SF LN 460912 90,502 92,317 92,594 528 6.8420 7.0000 9/15/2028 GNMA
36208UFV4 GNMA 30 YR SF LN 461080 487,635 492,664 502,718 3,048 7.4134 7.5000 12/15/2027 GNMA
36208UG84 GNMA 30 YR SF LN 461123 429,667 434,099 442,957 2,685 7.4134 7.5000 12/15/2027 GNMA
36208UKA4 GNMA 30 YR SF LN 461189 224,646 229,151 229,840 1,310 6.8409 7.0000 1/15/2028 GNMA
36208URU3 GNMA 30 YR SF LN 461399 647,325 660,306 662,291 3,776 6.8409 7.0000 1/15/2028 GNMA
36208VEP6 GNMA 30 YR SF LN 461942 411,659 419,914 421,177 2,401 6.8409 7.0000 1/15/2028 GNMA
36208VPU3 GNMA 30 YR SF LN 462235 781,760 779,082 789,578 4,235 6.5262 6.5000 9/1/2028 GNMA
36208VPU3 GNMA 30 YR SF LN 462235 32,709 32,597 33,036 177 6.5262 6.5000 9/1/2028 GNMA
36208VXT7 GNMA 30 YR SF LN 462490 274,027 279,522 280,363 1,598 6.8409 7.0000 1/15/2028 GNMA
36208VXY6 GNMA 30 YR SF LN 462495 303,878 309,972 310,904 1,773 6.8409 7.0000 1/15/2028 GNMA
36208VZU2 GNMA 30 YR SF LN 462555 359,878 363,789 368,198 2,099 6.9132 7.0000 2/15/2028 GNMA
36208VZ99 GNMA 30 YR SF LN 462568 676,199 673,882 682,961 3,663 6.5263 6.5000 3/15/2028 GNMA
36208VZ99 GNMA 30 YR SF LN 462568 296,785 295,768 299,753 1,608 6.5263 6.5000 3/15/2028 GNMA
36208WBD4 GNMA 30 YR SF LN 462736 983,783 947,120 975,175 4,919 6.2782 6.0000 5/15/2028 GNMA
36208WBD4 GNMA 30 YR SF LN 462736 983,783 947,120 975,175 4,919 6.2782 6.0000 5/15/2028 GNMA
36208WBD4 GNMA 30 YR SF LN 462736 983,783 947,120 975,175 4,919 6.2782 6.0000 5/15/2028 GNMA
36208WBD4 GNMA 30 YR SF LN 462736 983,783 947,120 975,175 4,919 6.2782 6.0000 5/15/2028 GNMA
36208WBG7 GNMA 30 YR SF LN 462739 540,669 548,617 557,900 3,379 7.3774 7.5000 5/15/2028 GNMA
36208WFE8 GNMA 30 YR SF LN 462865 525,649 536,190 537,802 3,066 6.8410 7.0000 2/15/2028 GNMA
36208WN58 GNMA 30 YR SF LN 463112 495,974 505,920 507,441 2,893 6.8409 7.0000 1/15/2028 GNMA
36208WZ71 GNMA 30 YR SF LN 463466 273,747 279,236 280,076 1,597 6.8409 7.0000 1/15/2028 GNMA
36208XCD1 GNMA 30 YR SF LN 463668 68,997 70,381 70,592 402 6.8412 7.0000 3/15/2028 GNMA
36208XEB3 GNMA 30 YR SF LN 463730 385,234 392,959 394,141 2,247 6.8412 7.0000 3/15/2028 GNMA
36208XE23 GNMA 30 YR SF LN 463753 318,564 317,473 321,750 1,726 6.5263 6.5000 4/15/2028 GNMA
36208XE23 GNMA 30 YR SF LN 463753 36,418 36,294 36,782 197 6.5263 6.5000 4/15/2028 GNMA
36208XTP6 GNMA 30 YR SF LN 464158 811,437 808,657 819,551 4,395 6.5262 6.5000 9/1/2028 GNMA
36208XTP6 GNMA 30 YR SF LN 464158 233,608 232,808 235,944 1,265 6.5262 6.5000 9/1/2028 GNMA
</TABLE>
Page 82 of 141
<PAGE> 239
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36208XTY7 GNMA 30 YR SF LN 464167 857,324 854,386 865,897 4,644 6.5262 6.5000 9/1/2028 GNMA
36208XTY7 GNMA 30 YR SF LN 464167 175,681 175,079 177,438 952 6.5262 6.5000 9/1/2028 GNMA
36208XUZ2 GNMA 30 YR SF LN 464200 331,059 329,925 334,370 1,793 6.5262 6.5000 9/1/2028 GNMA
36208XUZ2 GNMA 30 YR SF LN 464200 987,174 983,791 997,046 5,347 6.5262 6.5000 9/1/2028 GNMA
36208XUZ2 GNMA 30 YR SF LN 464200 987,174 983,791 997,046 5,347 6.5262 6.5000 9/1/2028 GNMA
36208XUZ2 GNMA 30 YR SF LN 464200 987,174 983,791 997,046 5,347 6.5262 6.5000 9/1/2028 GNMA
36208XUZ2 GNMA 30 YR SF LN 464200 987,174 983,791 997,046 5,347 6.5262 6.5000 9/1/2028 GNMA
36208XUZ2 GNMA 30 YR SF LN 464200 987,174 983,791 997,046 5,347 6.5262 6.5000 9/1/2028 GNMA
36208XUZ2 GNMA 30 YR SF LN 464200 987,174 983,791 997,046 5,347 6.5262 6.5000 9/1/2028 GNMA
36208XUZ2 GNMA 30 YR SF LN 464200 987,174 983,791 997,046 5,347 6.5262 6.5000 9/1/2028 GNMA
36208XUZ2 GNMA 30 YR SF LN 464200 987,174 983,791 997,046 5,347 6.5262 6.5000 9/1/2028 GNMA
36208XUZ2 GNMA 30 YR SF LN 464200 987,174 983,791 997,046 5,347 6.5262 6.5000 9/1/2028 GNMA
36208YK81 GNMA 30 YR SF LN 464819 943,598 940,364 953,034 5,111 6.5262 6.5000 9/15/2028 GNMA
36208YLG2 GNMA 30 YR SF LN 464827 506,865 505,129 511,934 2,746 6.5262 6.5000 9/1/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 76,734 73,875 76,063 384 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 78,951 76,009 78,260 395 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 80,569 77,567 79,864 403 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 115,209 110,916 114,201 576 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 116,047 111,723 115,032 580 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 117,966 113,570 116,934 590 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 124,125 119,499 123,039 621 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 143,049 137,718 141,797 715 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 190,637 183,533 188,969 953 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 337,281 324,712 334,330 1,686 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 983,016 946,380 974,415 4,915 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 983,016 946,380 974,415 4,915 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 983,016 946,380 974,415 4,915 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 983,016 946,380 974,415 4,915 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 983,016 946,380 974,415 4,915 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 983,016 946,380 974,415 4,915 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 983,016 946,380 974,415 4,915 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 983,016 946,380 974,415 4,915 6.2779 6.0000 6/15/2028 GNMA
36209AEG1 GNMA 30 YR SF LN 465535 173,611 167,141 172,092 868 6.2779 6.0000 6/15/2028 GNMA
36209AFK1 GNMA 30 YR SF LN 465570 911,097 905,416 903,125 4,555 6.0452 6.0000 10/15/2028 GNMA
36209AFK1 GNMA 30 YR SF LN 465570 911,097 905,416 903,125 4,555 6.0452 6.0000 10/15/2028 GNMA
36209AFK1 GNMA 30 YR SF LN 465570 812,374 807,309 805,266 4,062 6.0452 6.0000 10/15/2028 GNMA
36209ASH4 GNMA 30 YR SF LN 465920 114,723 117,024 117,375 669 6.8410 7.0000 2/15/2028 GNMA
36209AT83 GNMA 30 YR SF LN 465975 107,829 107,460 108,907 584 6.5263 6.5000 3/1/2028 GNMA
36209AUF5 GNMA 30 YR SF LN 465982 392,398 396,663 401,470 2,289 6.9133 7.0000 3/15/2028 GNMA
36209AVC1 GNMA 30 YR SF LN 466011 777,379 774,716 785,153 4,211 6.5263 6.5000 4/15/2028 GNMA
36209AVC1 GNMA 30 YR SF LN 466011 206,776 206,068 208,844 1,120 6.5263 6.5000 4/15/2028 GNMA
36209BN38 GNMA 30 YR SF LN 466710 89,289 88,984 90,182 484 6.5262 6.5000 9/1/2028 GNMA
36209BN38 GNMA 30 YR SF LN 466710 902,706 899,613 911,733 4,890 6.5262 6.5000 9/1/2028 GNMA
36209BR26 GNMA 30 YR SF LN 466805 68,727 70,105 70,316 401 6.8413 7.0000 4/15/2028 GNMA
36209BR59 GNMA 30 YR SF LN 466808 523,258 528,946 535,356 3,052 6.9134 7.0000 4/15/2028 GNMA
36209BU22 GNMA 30 YR SF LN 466901 322,894 326,404 330,359 1,884 6.9131 7.0000 1/15/2028 GNMA
36209CA22 GNMA 30 YR SF LN 467225 197,899 197,222 199,878 1,072 6.5262 6.5000 9/1/2028 GNMA
36209C2H8 GNMA 30 YR SF LN 467976 96,801 96,470 97,769 524 6.5262 6.5000 9/1/2028 GNMA
36209C2H8 GNMA 30 YR SF LN 467976 893,686 890,624 902,623 4,841 6.5262 6.5000 9/1/2028 GNMA
36209DB29 GNMA 30 YR SF LN 468157 396,543 395,184 400,508 2,148 6.5262 6.5000 8/15/2028 GNMA
36209DD43 GNMA 30 YR SF LN 468223 63,631 63,413 64,267 345 6.5262 6.5000 9/1/2028 GNMA
36209DD43 GNMA 30 YR SF LN 468223 986,530 983,149 996,395 5,344 6.5262 6.5000 9/1/2028 GNMA
36209DD43 GNMA 30 YR SF LN 468223 986,530 983,149 996,395 5,344 6.5262 6.5000 9/1/2028 GNMA
36209DD43 GNMA 30 YR SF LN 468223 241,794 240,966 244,212 1,310 6.5262 6.5000 9/1/2028 GNMA
36209DD76 GNMA 30 YR SF LN 468226 291,001 290,004 293,911 1,576 6.5262 6.5000 9/1/2028 GNMA
36209DD76 GNMA 30 YR SF LN 468226 207,225 206,516 209,297 1,122 6.5262 6.5000 9/1/2028 GNMA
36209DEJ9 GNMA 30 YR SF LN 468237 467,042 465,442 471,712 2,530 6.5262 6.5000 9/1/2028 GNMA
36209DEJ9 GNMA 30 YR SF LN 468237 986,989 983,607 996,859 5,346 6.5262 6.5000 9/1/2028 GNMA
36209DEJ9 GNMA 30 YR SF LN 468237 569,922 567,969 575,621 3,087 6.5262 6.5000 9/1/2028 GNMA
36209DHE7 GNMA 30 YR SF LN 468329 252,481 257,545 258,318 1,473 6.8413 7.0000 4/15/2028 GNMA
36209DHU1 GNMA 30 YR SF LN 468343 897,478 894,403 906,453 4,861 6.5262 6.5000 9/1/2028 GNMA
</TABLE>
Page 83 of 141
<PAGE> 240
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36209DHU1 GNMA 30 YR SF LN 468343 129,672 129,228 130,969 702 6.5262 6.5000 9/1/2028 GNMA
36209DYJ7 GNMA 30 YR SF LN 468813 333,908 337,538 341,628 1,948 6.9134 7.0000 4/15/2028 GNMA
36209D3H5 GNMA 30 YR SF LN 468900 41,602 41,460 42,018 225 6.5262 6.5000 9/1/2028 GNMA
36209D3H5 GNMA 30 YR SF LN 468900 939,192 935,974 948,584 5,087 6.5262 6.5000 9/1/2028 GNMA
36209D3H5 GNMA 30 YR SF LN 468900 26,147 26,058 26,408 142 6.5262 6.5000 9/1/2028 GNMA
36209D3V4 GNMA 30 YR SF LN 468912 549,323 555,294 562,023 3,204 6.9134 7.0000 5/15/2028 GNMA
36209D5H3 GNMA 30 YR SF LN 468948 463,088 472,374 473,795 2,701 6.8409 7.0000 1/15/2028 GNMA
36209D5L4 GNMA 30 YR SF LN 468951 127,970 127,532 129,250 693 6.5263 6.5000 3/15/2028 GNMA
36209EAL6 GNMA 30 YR SF LN 469011 294,479 297,680 301,287 1,718 6.9131 7.0000 1/15/2028 GNMA
36209EAR3 GNMA 30 YR SF LN 469016 171,036 174,466 174,990 998 6.8410 7.0000 2/15/2028 GNMA
36209EVC3 GNMA 30 YR SF LN 469611 987,618 981,461 978,976 4,938 6.0452 6.0000 10/15/2028 GNMA
36209EVC3 GNMA 30 YR SF LN 469611 987,618 981,461 978,976 4,938 6.0452 6.0000 10/15/2028 GNMA
36209EVC3 GNMA 30 YR SF LN 469611 987,618 981,461 978,976 4,938 6.0452 6.0000 10/15/2028 GNMA
36209EVC3 GNMA 30 YR SF LN 469611 987,618 981,461 978,976 4,938 6.0452 6.0000 10/15/2028 GNMA
36209EVC3 GNMA 30 YR SF LN 469611 536,061 532,719 531,370 2,680 6.0452 6.0000 10/15/2028 GNMA
36209EWJ7 GNMA 30 YR SF LN 469649 986,290 980,141 977,660 4,931 6.0452 6.0000 10/15/2028 GNMA
36209EWJ7 GNMA 30 YR SF LN 469649 986,290 980,141 977,660 4,931 6.0452 6.0000 10/15/2028 GNMA
36209EWJ7 GNMA 30 YR SF LN 469649 986,290 980,141 977,660 4,931 6.0452 6.0000 10/15/2028 GNMA
36209EWJ7 GNMA 30 YR SF LN 469649 856,871 851,528 849,373 4,284 6.0452 6.0000 10/15/2028 GNMA
36209GGP6 GNMA 30 YR SF LN 471006 135,430 139,637 143,598 959 8.2189 8.5000 3/1/2028 GNMA
36209GKP1 GNMA 30 YR SF LN 471102 207,389 206,679 209,463 1,123 6.5262 6.5000 5/15/2028 GNMA
36209G2X4 GNMA 30 YR SF LN 471590 451,739 448,922 447,786 2,259 6.0452 6.0000 10/15/2028 GNMA
36209G2X4 GNMA 30 YR SF LN 471590 988,016 981,856 979,371 4,940 6.0452 6.0000 10/15/2028 GNMA
36209G2X4 GNMA 30 YR SF LN 471590 988,016 981,856 979,371 4,940 6.0452 6.0000 10/15/2028 GNMA
36209G2X4 GNMA 30 YR SF LN 471590 988,016 981,856 979,371 4,940 6.0452 6.0000 10/15/2028 GNMA
36209G2X4 GNMA 30 YR SF LN 471590 988,016 981,856 979,371 4,940 6.0452 6.0000 10/15/2028 GNMA
36209G2X4 GNMA 30 YR SF LN 471590 988,016 981,856 979,371 4,940 6.0452 6.0000 10/15/2028 GNMA
36209G2X4 GNMA 30 YR SF LN 471590 988,016 981,856 979,371 4,940 6.0452 6.0000 10/15/2028 GNMA
36209G6M4 GNMA 30 YR SF LN 471676 340,599 347,430 348,474 1,987 6.8413 7.0000 4/15/2028 GNMA
36209HCR4 GNMA 30 YR SF LN 471780 519,447 529,864 531,457 3,030 6.8418 7.0000 8/15/2028 GNMA
36209HDH5 GNMA 30 YR SF LN 471804 488,254 486,581 493,137 2,645 6.5262 6.5000 9/1/2028 GNMA
36209HD28 GNMA 30 YR SF LN 471821 395,929 400,233 405,083 2,310 6.9133 7.0000 3/15/2028 GNMA
36209JA50 GNMA 30 YR SF LN 472628 73,730 75,209 75,435 430 6.8414 7.0000 5/15/2028 GNMA
36209JTQ4 GNMA 30 YR SF LN 473159 504,518 502,789 509,563 2,733 6.5262 6.5000 9/1/2028 GNMA
36209JTQ4 GNMA 30 YR SF LN 473159 987,161 983,778 997,033 5,347 6.5262 6.5000 9/1/2028 GNMA
36209JTQ4 GNMA 30 YR SF LN 473159 500,095 498,381 505,096 2,709 6.5262 6.5000 9/1/2028 GNMA
36209KAY4 GNMA 30 YR SF LN 473523 299,974 303,235 306,909 1,750 6.9134 7.0000 4/15/2028 GNMA
36209KL97 GNMA 30 YR SF LN 473852 671,057 668,758 677,768 3,635 6.5262 6.5000 9/1/2028 GNMA
36209KL97 GNMA 30 YR SF LN 473852 407,469 406,073 411,544 2,207 6.5262 6.5000 9/1/2028 GNMA
36209KMX3 GNMA 30 YR SF LN 473874 295,722 294,709 298,679 1,602 6.5262 6.5000 9/1/2028 GNMA
36209KT65 GNMA 30 YR SF LN 474073 803,505 800,752 811,540 4,352 6.5263 6.5000 4/15/2028 GNMA
36209KT65 GNMA 30 YR SF LN 474073 157,108 156,571 158,679 851 6.5263 6.5000 4/15/2028 GNMA
36209KUE6 GNMA 30 YR SF LN 474081 843,039 840,151 851,469 4,566 6.5263 6.5000 4/15/2028 GNMA
36209KUE6 GNMA 30 YR SF LN 474081 138,206 137,732 139,588 749 6.5263 6.5000 4/15/2028 GNMA
36209KVT2 GNMA 30 YR SF LN 474126 389,561 393,795 398,568 2,272 6.9134 7.0000 4/15/2028 GNMA
36209KVT2 GNMA 30 YR SF LN 474126 123,575 124,919 126,432 721 6.9134 7.0000 4/15/2028 GNMA
36209LD86 GNMA 30 YR SF LN 474527 263,608 262,705 266,244 1,428 6.5262 6.5000 9/1/2028 GNMA
36209LD86 GNMA 30 YR SF LN 474527 937,028 933,817 946,398 5,076 6.5262 6.5000 9/1/2028 GNMA
36209LHR0 GNMA 30 YR SF LN 474640 930,464 927,276 939,769 5,040 6.5262 6.5000 9/1/2028 GNMA
36209LHR0 GNMA 30 YR SF LN 474640 89,772 89,465 90,670 486 6.5262 6.5000 9/1/2028 GNMA
36209LJP2 GNMA 30 YR SF LN 474670 312,412 311,342 315,536 1,692 6.5262 6.5000 9/1/2028 GNMA
36209LJP2 GNMA 30 YR SF LN 474670 987,072 983,690 996,943 5,347 6.5262 6.5000 9/1/2028 GNMA
36209LJP2 GNMA 30 YR SF LN 474670 923,406 920,242 932,640 5,002 6.5262 6.5000 9/1/2028 GNMA
36209LNV4 GNMA 30 YR SF LN 474804 300,493 299,464 303,498 1,628 6.5262 6.5000 9/1/2028 GNMA
36209LNV4 GNMA 30 YR SF LN 474804 986,744 983,363 996,611 5,345 6.5262 6.5000 9/1/2028 GNMA
36209LNV4 GNMA 30 YR SF LN 474804 477,455 475,819 482,230 2,586 6.5262 6.5000 9/1/2028 GNMA
36209LNV4 GNMA 30 YR SF LN 474804 264,891 263,984 267,540 1,435 6.5262 6.5000 9/1/2028 GNMA
36209LZA7 GNMA 30 YR SF LN 475137 198,406 197,726 200,390 1,075 6.5262 6.5000 9/1/2028 GNMA
36209LZC3 GNMA 30 YR SF LN 475139 93,562 93,241 94,498 507 6.5262 6.5000 9/1/2028 GNMA
36209LZC3 GNMA 30 YR SF LN 475139 898,078 895,001 907,059 4,865 6.5262 6.5000 9/1/2028 GNMA
36209L3W4 GNMA 30 YR SF LN 475213 52,617 52,437 53,143 285 6.5262 6.5000 9/1/2028 GNMA
</TABLE>
Page 84 of 141
<PAGE> 241
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36209MS62 GNMA 30 YR SF LN 475841 286,252 285,272 289,115 1,551 6.5262 6.5000 6/15/2028 GNMA
36209NDJ8 GNMA 30 YR SF LN 476305 296,623 295,607 299,589 1,607 6.5262 6.5000 5/15/2028 GNMA
36209NH88 GNMA 30 YR SF LN 476455 138,067 140,837 141,259 805 6.8417 7.0000 7/15/2028 GNMA
36209NL26 GNMA 30 YR SF LN 476545 636,081 648,836 650,787 3,710 6.8416 7.0000 6/15/2028 GNMA
36209PC47 GNMA 30 YR SF LN 477191 320,419 319,321 323,623 1,736 6.5262 6.5000 7/15/2028 GNMA
36209PRH2 GNMA 30 YR SF LN 477588 493,774 492,083 498,712 2,675 6.5262 6.5000 9/1/2028 GNMA
36209QSM8 GNMA 30 YR SF LN 478524 54,280 54,095 54,823 294 6.5262 6.5000 9/1/2028 GNMA
36209SJN2 GNMA 30 YR SF LN 480069 615,117 613,010 621,268 3,332 6.5262 6.5000 9/1/2028 GNMA
36209SJN2 GNMA 30 YR SF LN 480069 371,830 370,556 375,548 2,014 6.5262 6.5000 9/1/2028 GNMA
36209SXN6 GNMA 30 YR SF LN 480485 316,569 315,485 319,735 1,715 6.5262 6.5000 9/1/2028 GNMA
36209S2V2 GNMA 30 YR SF LN 480588 89,735 89,428 90,632 486 6.5262 6.5000 9/1/2028 GNMA
36209TVT3 GNMA 30 YR SF LN 481326 91,762 93,602 93,884 535 6.8420 7.0000 9/15/2028 GNMA
36209UTA4 GNMA 30 YR SF LN 482145 97,605 97,271 98,581 529 6.5262 6.5000 8/15/2028 GNMA
36209VGM0 GNMA 30 YR SF LN 482704 143,599 143,107 145,035 778 6.5262 6.5000 8/15/2028 GNMA
36209VGM0 GNMA 30 YR SF LN 482704 987,244 983,861 997,116 5,348 6.5262 6.5000 8/15/2028 GNMA
36209VGM0 GNMA 30 YR SF LN 482704 987,244 983,861 997,116 5,348 6.5262 6.5000 8/15/2028 GNMA
36209VGM0 GNMA 30 YR SF LN 482704 987,244 983,861 997,116 5,348 6.5262 6.5000 8/15/2028 GNMA
36209VGM0 GNMA 30 YR SF LN 482704 987,244 983,861 997,116 5,348 6.5262 6.5000 8/15/2028 GNMA
36209VG73 GNMA 30 YR SF LN 482722 192,014 191,356 193,934 1,040 6.5262 6.5000 9/1/2028 GNMA
36209VH98 GNMA 30 YR SF LN 482756 753,617 751,035 761,153 4,082 6.5262 6.5000 9/1/2028 GNMA
36209VH98 GNMA 30 YR SF LN 482756 316,036 314,953 319,196 1,712 6.5262 6.5000 9/1/2028 GNMA
36209VJA3 GNMA 30 YR SF LN 482757 579,589 577,603 585,385 3,139 6.5262 6.5000 9/1/2028 GNMA
36209VJA3 GNMA 30 YR SF LN 482757 561,603 559,679 567,219 3,042 6.5262 6.5000 9/1/2028 GNMA
36209WHE5 GNMA 30 YR SF LN 483629 251,500 250,639 254,015 1,362 6.5262 6.5000 9/1/2028 GNMA
36209WHE5 GNMA 30 YR SF LN 483629 986,648 983,267 996,514 5,344 6.5262 6.5000 9/1/2028 GNMA
36209WHE5 GNMA 30 YR SF LN 483629 986,648 983,267 996,514 5,344 6.5262 6.5000 9/1/2028 GNMA
36209WHE5 GNMA 30 YR SF LN 483629 986,648 983,267 996,514 5,344 6.5262 6.5000 9/1/2028 GNMA
36209WHE5 GNMA 30 YR SF LN 483629 986,648 983,267 996,514 5,344 6.5262 6.5000 9/1/2028 GNMA
36209WHE5 GNMA 30 YR SF LN 483629 655,765 653,518 662,323 3,552 6.5262 6.5000 9/1/2028 GNMA
36209WHN5 GNMA 30 YR SF LN 483637 159,104 158,559 160,695 862 6.5262 6.5000 9/15/2028 GNMA
36209WH21 GNMA 30 YR SF LN 483649 165,065 164,037 163,621 825 6.0452 6.0000 10/15/2028 GNMA
36209WH21 GNMA 30 YR SF LN 483649 987,850 981,691 979,206 4,939 6.0452 6.0000 10/15/2028 GNMA
36209WH21 GNMA 30 YR SF LN 483649 987,850 981,691 979,206 4,939 6.0452 6.0000 10/15/2028 GNMA
36209WH21 GNMA 30 YR SF LN 483649 987,850 981,691 979,206 4,939 6.0452 6.0000 10/15/2028 GNMA
36209WH21 GNMA 30 YR SF LN 483649 822,784 817,654 815,585 4,114 6.0452 6.0000 10/15/2028 GNMA
36209WR20 GNMA 30 YR SF LN 483905 50,041 49,870 50,541 271 6.5262 6.5000 9/1/2028 GNMA
36209WR20 GNMA 30 YR SF LN 483905 986,978 983,596 996,848 5,346 6.5262 6.5000 9/1/2028 GNMA
36209WR20 GNMA 30 YR SF LN 483905 686,413 684,061 693,277 3,718 6.5262 6.5000 9/1/2028 GNMA
36209XB33 GNMA 30 YR SF LN 484358 509,304 507,559 514,397 2,759 6.5262 6.5000 9/1/2028 GNMA
36209XB33 GNMA 30 YR SF LN 484358 986,775 983,394 996,643 5,345 6.5262 6.5000 9/1/2028 GNMA
36209XB33 GNMA 30 YR SF LN 484358 477,470 475,835 482,245 2,586 6.5262 6.5000 9/1/2028 GNMA
36209XCR9 GNMA 30 YR SF LN 484380 374,936 373,652 378,685 2,031 6.5262 6.5000 9/1/2028 GNMA
36209XCR9 GNMA 30 YR SF LN 484380 51,087 50,913 51,598 277 6.5262 6.5000 9/1/2028 GNMA
36209XDU1 GNMA 30 YR SF LN 484415 560,798 558,877 566,406 3,038 6.5262 6.5000 9/1/2028 GNMA
36210AN94 GNMA 30 YR SF LN 486516 207,059 206,350 209,130 1,122 6.5262 6.5000 9/1/2028 GNMA
36210AN94 GNMA 30 YR SF LN 486516 285,790 284,811 288,648 1,548 6.5262 6.5000 9/1/2028 GNMA
36210APM3 GNMA 30 YR SF LN 486528 509,394 507,648 514,488 2,759 6.5262 6.5000 9/1/2028 GNMA
36210APM3 GNMA 30 YR SF LN 486528 986,948 983,566 996,817 5,346 6.5262 6.5000 9/1/2028 GNMA
36210APM3 GNMA 30 YR SF LN 486528 477,554 475,918 482,330 2,587 6.5262 6.5000 9/1/2028 GNMA
36210APN1 GNMA 30 YR SF LN 486529 691,390 689,021 698,304 3,745 6.5262 6.5000 9/1/2028 GNMA
36210APN1 GNMA 30 YR SF LN 486529 295,728 294,715 298,685 1,602 6.5262 6.5000 9/1/2028 GNMA
36210APS0 GNMA 30 YR SF LN 486533 493,679 491,988 498,616 2,674 6.5262 6.5000 9/1/2028 GNMA
36210AP27 GNMA 30 YR SF LN 486541 207,299 206,589 209,372 1,123 6.5262 6.5000 9/1/2028 GNMA
36210AP27 GNMA 30 YR SF LN 486541 286,121 285,141 288,982 1,550 6.5262 6.5000 9/1/2028 GNMA
36210AP35 GNMA 30 YR SF LN 486542 509,207 507,463 514,299 2,758 6.5262 6.5000 9/1/2028 GNMA
36210AP35 GNMA 30 YR SF LN 486542 986,587 983,207 996,453 5,344 6.5262 6.5000 9/1/2028 GNMA
36210CBP7 GNMA 30 YR SF LN 487946 181,998 181,375 183,818 986 6.5262 6.5000 9/1/2028 GNMA
36210CBP7 GNMA 30 YR SF LN 487946 297,156 296,138 300,128 1,610 6.5262 6.5000 9/1/2028 GNMA
36210CBQ5 GNMA 30 YR SF LN 487947 201,890 201,199 203,909 1,094 6.5262 6.5000 9/1/2028 GNMA
36210CBQ5 GNMA 30 YR SF LN 487947 286,181 285,201 289,043 1,550 6.5262 6.5000 9/1/2028 GNMA
36210CBR3 GNMA 30 YR SF LN 487948 187,234 186,593 189,106 1,014 6.5262 6.5000 9/1/2028 GNMA
</TABLE>
Page 85 of 141
<PAGE> 242
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36210CBR3 GNMA 30 YR SF LN 487948 329,217 328,089 332,509 1,783 6.5262 6.5000 9/1/2028 GNMA
36210CF73 GNMA 30 YR SF LN 488090 69,310 69,073 70,003 375 6.5262 6.5000 9/1/2028 GNMA
36210CF73 GNMA 30 YR SF LN 488090 987,306 983,923 997,179 5,348 6.5262 6.5000 9/1/2028 GNMA
36210CF73 GNMA 30 YR SF LN 488090 987,306 983,923 997,179 5,348 6.5262 6.5000 9/1/2028 GNMA
36210CF73 GNMA 30 YR SF LN 488090 987,306 983,923 997,179 5,348 6.5262 6.5000 9/1/2028 GNMA
36210CF73 GNMA 30 YR SF LN 488090 987,306 983,923 997,179 5,348 6.5262 6.5000 9/1/2028 GNMA
36210CF73 GNMA 30 YR SF LN 488090 843,698 840,807 852,135 4,570 6.5262 6.5000 9/1/2028 GNMA
36210CGD9 GNMA 30 YR SF LN 488096 986,285 982,906 996,148 5,342 6.5262 6.5000 9/1/2028 GNMA
36210CGD9 GNMA 30 YR SF LN 488096 27,851 27,756 28,130 151 6.5262 6.5000 9/1/2028 GNMA
36210CGP2 GNMA 30 YR SF LN 488106 84,346 84,058 85,189 457 6.5262 6.5000 9/1/2028 GNMA
36210CGP2 GNMA 30 YR SF LN 488106 913,129 910,000 922,260 4,946 6.5262 6.5000 9/1/2028 GNMA
36210DPF2 GNMA 30 YR SF LN 489222 452,945 451,393 457,474 2,453 6.5262 6.5000 9/1/2028 GNMA
36210DPF2 GNMA 30 YR SF LN 489222 30,839 30,734 31,147 167 6.5262 6.5000 9/1/2028 GNMA
36210DPL9 GNMA 30 YR SF LN 489227 286,095 285,115 288,956 1,550 6.5262 6.5000 9/1/2028 GNMA
36210EJV2 GNMA 30 YR SF LN 489976 987,841 981,682 979,197 4,939 6.0452 6.0000 10/15/2028 GNMA
36210EJV2 GNMA 30 YR SF LN 489976 987,841 981,682 979,197 4,939 6.0452 6.0000 10/15/2028 GNMA
36210EJV2 GNMA 30 YR SF LN 489976 822,777 817,647 815,578 4,114 6.0452 6.0000 10/15/2028 GNMA
36210EJV2 GNMA 30 YR SF LN 489976 165,064 164,035 163,620 825 6.0452 6.0000 10/15/2028 GNMA
36210EJV2 GNMA 30 YR SF LN 489976 887,061 881,530 879,299 4,435 6.0452 6.0000 10/15/2028 GNMA
36210EJV2 GNMA 30 YR SF LN 489976 100,779 100,151 99,897 504 6.0452 6.0000 10/15/2028 GNMA
36210E6M6 GNMA 30 YR SF LN 490576 697,193 694,804 704,165 3,776 6.5262 6.5000 9/1/2028 GNMA
36210E6M6 GNMA 30 YR SF LN 490576 48,473 48,308 48,958 263 6.5262 6.5000 9/1/2028 GNMA
362102L86 GNMA 30 YR SF LN 68751 69,705 70,045 72,976 552 9.4286 9.5000 12/15/2009 GNMA
36215AYY2 GNMA 30 YR SF LN 129527 97,374 100,487 104,098 690 8.1575 8.5000 8/15/2016 GNMA
36215KZY9 GNMA 30 YR SF LN 137659 13,993 13,935 15,022 105 9.0480 9.0000 5/15/2016 GNMA
36215LGQ5 GNMA 30 YR SF LN 138007 86,976 89,751 92,982 616 8.1568 8.5000 6/15/2016 GNMA
36215M4W3 GNMA 30 YR SF LN 139537 16,410 16,090 17,543 116 8.7186 8.5000 5/15/2016 GNMA
36215NDP6 GNMA 30 YR SF LN 139710 103,393 106,530 111,049 775 8.6637 9.0000 8/15/2016 GNMA
36215N2M5 GNMA 30 YR SF LN 140380 53,704 55,481 57,292 380 8.1693 8.5000 11/15/2019 GNMA
36215VBJ4 GNMA 30 YR SF LN 145941 220,469 198,609 231,285 1,470 9.1384 8.0000 6/15/2016 GNMA
36215WGW8 GNMA 30 YR SF LN 147013 52,345 48,234 55,959 371 9.4220 8.5000 4/15/2016 GNMA
36215WGW8 GNMA 30 YR SF LN 147013 150,595 138,767 160,994 1,067 9.4220 8.5000 4/15/2016 GNMA
36215WM92 GNMA 30 YR SF LN 147184 89,766 89,390 96,390 673 9.0479 9.0000 6/15/2016 GNMA
36215W3Q5 GNMA 30 YR SF LN 147607 109,010 97,421 114,358 727 9.2410 8.0000 1/15/2016 GNMA
36215XKS0 GNMA 30 YR SF LN 148005 60,754 62,650 65,291 456 8.6782 9.0000 4/15/2020 GNMA
36215XNN8 GNMA 30 YR SF LN 148097 76,830 79,152 82,479 576 8.6610 9.0000 2/15/2016 GNMA
36215X4Q2 GNMA 30 YR SF LN 148531 46,429 46,238 49,867 348 9.0472 9.0000 5/15/2016 GNMA
36215YMH0 GNMA 30 YR SF LN 148960 79,045 81,567 84,503 560 8.1568 8.5000 6/15/2016 GNMA
362151A36 GNMA 30 YR SF LN 150426 89,766 85,392 96,390 673 9.5766 9.0000 5/15/2016 GNMA
362151MB5 GNMA 30 YR SF LN 150754 134,802 120,373 141,415 899 9.2368 8.0000 6/15/2016 GNMA
362152H29 GNMA 30 YR SF LN 151549 84,174 86,725 90,407 631 8.6628 9.0000 6/15/2016 GNMA
362152WP1 GNMA 30 YR SF LN 151954 25,793 25,470 27,516 183 8.6295 8.5000 12/15/2019 GNMA
362152W22 GNMA 30 YR SF LN 151965 120,084 123,723 128,945 901 8.6628 9.0000 6/15/2016 GNMA
362152X47 GNMA 30 YR SF LN 151999 101,890 105,137 108,926 722 8.1565 8.5000 5/15/2016 GNMA
362153BY3 GNMA 30 YR SF LN 152255 15,476 15,412 16,622 116 9.0472 9.0000 6/15/2016 GNMA
362153C97 GNMA 30 YR SF LN 152296 198,672 188,242 213,332 1,490 9.6196 9.0000 8/15/2016 GNMA
362153C97 GNMA 30 YR SF LN 152296 198,672 188,242 213,332 1,490 9.6196 9.0000 8/15/2016 GNMA
362153C97 GNMA 30 YR SF LN 152296 198,672 187,911 213,332 1,490 9.6400 9.0000 8/15/2016 GNMA
362153HJ0 GNMA 30 YR SF LN 152433 134,222 133,660 144,126 1,007 9.0480 9.0000 5/15/2016 GNMA
362153KJ6 GNMA 30 YR SF LN 152497 75,201 77,600 80,394 533 8.1568 8.5000 6/15/2016 GNMA
362153LH9 GNMA 30 YR SF LN 152528 13,576 12,225 14,242 91 9.1410 8.0000 7/15/2016 GNMA
362153SJ8 GNMA 30 YR SF LN 152721 115,742 109,648 124,283 868 9.6237 9.0000 6/15/2016 GNMA
362153SJ8 GNMA 30 YR SF LN 152721 115,742 109,648 124,283 868 9.6237 9.0000 6/15/2016 GNMA
362153SJ8 GNMA 30 YR SF LN 152721 6,366 6,031 6,836 48 9.6237 9.0000 6/15/2016 GNMA
3621533V8 GNMA 30 YR SF LN 153012 12,452 13,059 13,382 93 8.5017 9.0000 1/15/2020 GNMA
3621537F9 GNMA 30 YR SF LN 153094 88,891 79,377 93,252 593 9.2368 8.0000 6/15/2016 GNMA
362154B96 GNMA 30 YR SF LN 153164 15,425 15,917 16,490 109 8.1565 8.5000 5/15/2016 GNMA
362154WD4 GNMA 30 YR SF LN 153744 35,843 35,344 38,509 284 9.6662 9.5000 4/15/2016 GNMA
362154YZ3 GNMA 30 YR SF LN 153828 49,315 50,890 52,720 349 8.1572 8.5000 7/15/2016 GNMA
362155B69 GNMA 30 YR SF LN 154061 88,397 91,220 94,501 626 8.1572 8.5000 7/15/2016 GNMA
362155B69 GNMA 30 YR SF LN 154061 30,110 31,072 32,189 213 8.1572 8.5000 7/15/2016 GNMA
</TABLE>
Page 86 of 141
<PAGE> 243
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362155FE8 GNMA 30 YR SF LN 154165 79,975 82,532 85,497 567 8.1575 8.5000 8/15/2016 GNMA
362155UH4 GNMA 15 YR SF LN 154584 39,535 39,308 40,262 297 9.2478 9.0000 8/15/2001 GNMA
362156EZ0 GNMA 30 YR SF LN 155052 34,430 31,653 36,807 244 9.4466 8.5000 5/15/2016 GNMA
362156QR5 GNMA 30 YR SF LN 155364 13,537 13,272 14,472 96 8.7181 8.5000 7/15/2016 GNMA
362156QW4 GNMA 30 YR SF LN 155369 26,642 27,495 28,482 189 8.1582 8.5000 10/15/2016 GNMA
362156QW4 GNMA 30 YR SF LN 155369 49,193 50,769 52,590 348 8.1582 8.5000 10/15/2016 GNMA
362156XG1 GNMA 30 YR SF LN 155579 30,659 31,636 32,776 217 8.1565 8.5000 5/15/2016 GNMA
362157C80 GNMA 15 YR SF LN 155895 36,807 36,786 37,484 276 9.0272 9.0000 5/15/2001 GNMA
362157M48 GNMA 30 YR SF LN 156179 11,117 11,464 11,954 83 8.6760 9.0000 9/15/2019 GNMA
362157P94 GNMA 30 YR SF LN 156248 96,290 95,877 103,541 722 9.0459 9.0000 9/15/2019 GNMA
362157P94 GNMA 30 YR SF LN 156248 38,252 38,089 41,132 287 9.0459 9.0000 9/15/2019 GNMA
362157SB6 GNMA 30 YR SF LN 156314 79,574 81,987 85,446 597 8.6633 9.0000 7/15/2016 GNMA
362157T74 GNMA 15 YR SF LN 156374 54,771 54,736 55,778 411 9.0268 9.0000 10/15/2001 GNMA
362157T74 GNMA 15 YR SF LN 156374 55,034 54,998 56,046 413 9.0268 9.0000 10/15/2001 GNMA
362157T74 GNMA 15 YR SF LN 156374 52,664 52,629 53,632 395 9.0268 9.0000 10/15/2001 GNMA
362157WY1 GNMA 30 YR SF LN 156463 37,872 37,715 40,667 284 9.0471 9.0000 8/15/2016 GNMA
362157W47 GNMA 15 YR SF LN 156467 32,667 32,645 33,268 245 9.0267 9.0000 11/15/2001 GNMA
362157W47 GNMA 15 YR SF LN 156467 32,667 32,645 33,268 245 9.0267 9.0000 11/15/2001 GNMA
3621573V9 GNMA 15 YR SF LN 156612 43,144 43,116 43,937 324 9.0268 9.0000 10/15/2001 GNMA
362158DX2 GNMA 30 YR SF LN 156818 44,358 44,175 47,643 333 9.0471 9.0000 8/15/2016 GNMA
362158V79 GNMA 30 YR SF LN 157338 6,211 5,595 6,516 41 9.1376 8.0000 7/15/2016 GNMA
362159H99 GNMA 30 YR SF LN 157856 39,385 40,580 42,301 295 8.6633 9.0000 7/15/2016 GNMA
362159TV7 GNMA 30 YR SF LN 158164 74,715 77,099 79,874 529 8.1568 8.5000 6/15/2016 GNMA
36216ADJ7 GNMA 30 YR SF LN 158605 104,648 107,820 112,397 785 8.6628 9.0000 6/15/2016 GNMA
36216ARM5 GNMA 30 YR SF LN 158992 86,044 88,652 92,393 645 8.6628 9.0000 6/15/2016 GNMA
36216A6P1 GNMA 30 YR SF LN 159378 47,733 49,180 51,242 358 8.6628 9.0000 6/15/2016 GNMA
36216BBJ7 GNMA 30 YR SF LN 159441 12,044 10,754 12,635 80 9.2360 8.0000 7/15/2016 GNMA
36216BBW8 GNMA 30 YR SF LN 159453 133,825 119,482 140,390 892 9.2360 8.0000 7/15/2016 GNMA
36216BEJ4 GNMA 15 YR SF LN 159537 10,485 10,479 10,678 79 9.0271 9.0000 6/15/2001 GNMA
36216BUP2 GNMA 30 YR SF LN 159990 96,078 85,781 100,792 641 9.2360 8.0000 7/15/2016 GNMA
36216CCH8 GNMA 30 YR SF LN 160372 54,459 56,194 58,219 386 8.1565 8.5000 5/15/2016 GNMA
36216DAQ8 GNMA 30 YR SF LN 161215 73,452 75,815 78,470 520 8.1596 8.5000 2/15/2017 GNMA
36216DA62 GNMA 30 YR SF LN 161229 63,193 62,933 67,856 474 9.0472 9.0000 5/15/2016 GNMA
36216DGH2 GNMA 30 YR SF LN 161400 62,103 64,082 66,391 440 8.1565 8.5000 5/15/2016 GNMA
36216DKF1 GNMA 30 YR SF LN 161494 872 878 936 7 9.4279 9.5000 11/15/2019 GNMA
36216DPR0 GNMA 15 YR SF LN 161632 10,374 10,368 10,565 78 9.0270 9.0000 7/15/2001 GNMA
36216DQK4 GNMA 30 YR SF LN 161658 95,331 97,330 99,931 636 7.7843 8.0000 3/15/2017 GNMA
36216DVK8 GNMA 30 YR SF LN 161818 46,598 46,405 50,011 349 9.0471 9.0000 7/15/2016 GNMA
36216DYF6 GNMA 30 YR SF LN 161910 15,591 16,090 16,668 110 8.1579 8.5000 9/15/2016 GNMA
36216DZM0 GNMA 30 YR SF LN 161948 81,757 84,362 87,402 579 8.1565 8.5000 5/15/2016 GNMA
36216D6Y6 GNMA 30 YR SF LN 162087 21,912 21,822 23,535 164 9.0471 9.0000 7/15/2016 GNMA
36216D6Y6 GNMA 30 YR SF LN 162087 11,686 11,639 12,551 88 9.0471 9.0000 7/15/2016 GNMA
36216ECU5 GNMA 30 YR SF LN 162183 67,347 69,498 71,997 477 8.1572 8.5000 7/15/2016 GNMA
36216EEC3 GNMA 30 YR SF LN 162231 6,246 5,934 6,720 47 9.5686 9.0000 5/15/2018 GNMA
36216EKS1 GNMA 30 YR SF LN 162405 4,127 4,083 4,434 33 9.6276 9.5000 8/15/2016 GNMA
36216EMB6 GNMA 30 YR SF LN 162454 47,211 48,717 50,471 334 8.1568 8.5000 6/15/2016 GNMA
36216EMB6 GNMA 30 YR SF LN 162454 10,386 10,718 11,103 74 8.1568 8.5000 6/15/2016 GNMA
36216EPE7 GNMA 30 YR SF LN 162521 35,270 34,759 37,867 279 9.6620 9.5000 9/15/2019 GNMA
36216EVU4 GNMA 30 YR SF LN 162727 20,631 20,373 22,009 146 8.6296 8.5000 11/15/2019 GNMA
36216EX65 GNMA 30 YR SF LN 162801 48,230 49,693 51,801 362 8.6633 9.0000 7/15/2016 GNMA
36216E7E7 GNMA 30 YR SF LN 162993 56,695 58,506 60,610 402 8.1572 8.5000 7/15/2016 GNMA
36216FDN7 GNMA 30 YR SF LN 163109 8,314 8,291 8,932 66 9.5323 9.5000 8/15/2016 GNMA
36216FJ68 GNMA 30 YR SF LN 163285 69,697 69,407 74,858 523 9.0470 9.0000 11/15/2016 GNMA
36216FJ68 GNMA 30 YR SF LN 163285 132,306 131,756 142,103 992 9.0470 9.0000 11/15/2016 GNMA
36216FSX9 GNMA 30 YR SF LN 163534 64,733 66,699 69,526 486 8.6641 9.0000 9/15/2016 GNMA
36216FS68 GNMA 30 YR SF LN 163541 126,283 130,315 135,003 895 8.1572 8.5000 7/15/2016 GNMA
36216FT83 GNMA 30 YR SF LN 163575 87,445 90,235 93,483 619 8.1568 8.5000 6/15/2016 GNMA
36216FV98 GNMA 30 YR SF LN 163640 53,240 54,940 56,916 377 8.1572 8.5000 7/15/2016 GNMA
36216FZC7 GNMA 15 YR SF LN 163739 34,458 34,260 35,092 258 9.2478 9.0000 8/15/2001 GNMA
36216GK49 GNMA 30 YR SF LN 164215 13,643 12,172 14,312 91 9.2321 8.0000 12/15/2016 GNMA
36216GNZ7 GNMA 30 YR SF LN 164308 68,315 68,033 73,356 512 9.0472 9.0000 5/15/2016 GNMA
</TABLE>
Page 87 of 141
<PAGE> 244
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Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36216G4S4 GNMA 30 YR SF LN 164733 67,283 69,432 71,929 477 8.1572 8.5000 7/15/2016 GNMA
36216G5S3 GNMA 30 YR SF LN 164757 77,306 76,987 83,010 580 9.0472 9.0000 6/15/2016 GNMA
36216HKG0 GNMA 30 YR SF LN 165095 40,281 41,504 43,253 302 8.6637 9.0000 8/15/2016 GNMA
36216HNH5 GNMA 30 YR SF LN 165192 81,391 77,106 87,397 610 9.6237 9.0000 6/15/2016 GNMA
36216HQL3 GNMA 30 YR SF LN 165259 37,022 38,203 39,578 262 8.1568 8.5000 6/15/2016 GNMA
36216HYE0 GNMA 30 YR SF LN 165509 112,934 116,537 120,732 800 8.1568 8.5000 6/15/2016 GNMA
36216H5V4 GNMA 30 YR SF LN 165660 11,486 11,827 12,040 77 7.6959 8.0000 1/15/2017 GNMA
36216JHB1 GNMA 30 YR SF LN 165926 75,072 77,473 80,256 532 8.1575 8.5000 8/15/2016 GNMA
36216JHB1 GNMA 30 YR SF LN 165926 30,982 31,973 33,121 219 8.1575 8.5000 8/15/2016 GNMA
36216JHJ4 GNMA 15 YR SF LN 165933 31,701 31,515 32,284 238 9.2472 9.0000 9/15/2001 GNMA
36216JNL2 GNMA 30 YR SF LN 166095 83,633 86,298 89,408 592 8.1565 8.5000 5/15/2016 GNMA
36216JN40 GNMA 30 YR SF LN 166111 14,466 12,912 15,176 96 9.2344 8.0000 9/15/2016 GNMA
36216JPS5 GNMA 30 YR SF LN 166133 214,312 213,411 230,126 1,607 9.0477 9.0000 9/15/2016 GNMA
36216JPS5 GNMA 30 YR SF LN 166133 210,222 209,339 225,734 1,577 9.0477 9.0000 9/15/2016 GNMA
36216JPS5 GNMA 30 YR SF LN 166133 202,959 202,106 217,935 1,522 9.0477 9.0000 9/15/2016 GNMA
36216JQZ8 GNMA 30 YR SF LN 166172 69,307 71,518 74,093 491 8.1568 8.5000 6/15/2016 GNMA
36216J4P4 GNMA 30 YR SF LN 166530 50,010 47,474 53,713 375 9.5999 9.0000 6/15/2016 GNMA
36216J4P4 GNMA 30 YR SF LN 166530 50,010 47,474 53,713 375 9.5999 9.0000 6/15/2016 GNMA
36216J4P4 GNMA 30 YR SF LN 166530 50,010 47,474 53,713 375 9.5999 9.0000 6/15/2016 GNMA
36216J4P4 GNMA 30 YR SF LN 166530 75,015 71,107 80,570 563 9.6169 9.0000 6/15/2016 GNMA
36216J4P4 GNMA 30 YR SF LN 166530 75,015 71,107 80,570 563 9.6169 9.0000 6/15/2016 GNMA
36216KK73 GNMA 30 YR SF LN 166918 158,270 163,319 169,199 1,121 8.1568 8.5000 6/15/2016 GNMA
36216KL23 GNMA 30 YR SF LN 166945 31,989 32,986 34,378 240 8.6776 9.0000 2/15/2020 GNMA
36216KPB9 GNMA 30 YR SF LN 167018 157,154 162,204 167,889 1,113 8.1593 8.5000 1/15/2017 GNMA
36216KQV4 GNMA 30 YR SF LN 167068 117,466 121,217 125,577 832 8.1572 8.5000 7/15/2016 GNMA
36216LA64 GNMA 30 YR SF LN 167529 36,296 37,397 38,974 272 8.6633 9.0000 7/15/2016 GNMA
36216LLS4 GNMA 30 YR SF LN 167837 20,390 20,306 21,900 153 9.0471 9.0000 7/15/2016 GNMA
36216LQH3 GNMA 30 YR SF LN 167956 25,217 22,515 26,454 168 9.2360 8.0000 7/15/2016 GNMA
36216LXV4 GNMA 30 YR SF LN 168192 228,245 235,533 244,005 1,617 8.1572 8.5000 7/15/2016 GNMA
36216L2F3 GNMA 30 YR SF LN 168274 51,762 51,549 55,595 388 9.0471 9.0000 7/15/2016 GNMA
36216MDS1 GNMA 15 YR SF LN 168513 21,185 21,173 21,575 159 9.0270 9.0000 7/15/2001 GNMA
36216ME76 GNMA 30 YR SF LN 168558 150,641 155,451 161,043 1,067 8.1572 8.5000 7/15/2016 GNMA
36216ME84 GNMA 15 YR SF LN 168559 39,104 39,080 39,823 293 9.0270 9.0000 7/15/2001 GNMA
36216ME84 GNMA 15 YR SF LN 168559 39,104 39,080 39,823 293 9.0270 9.0000 7/15/2001 GNMA
36216MKM6 GNMA 30 YR SF LN 168700 123,165 127,098 131,670 872 8.1572 8.5000 7/15/2016 GNMA
36216MKM6 GNMA 30 YR SF LN 168700 20,050 20,691 21,434 142 8.1572 8.5000 7/15/2016 GNMA
36216MXX8 GNMA 30 YR SF LN 169094 117,402 121,185 125,422 832 8.1603 8.5000 4/15/2017 GNMA
36216NBB8 GNMA 15 YR SF LN 169334 60,337 60,297 61,447 453 9.0267 9.0000 11/15/2001 GNMA
36216NEB5 GNMA 30 YR SF LN 169430 88,680 88,314 95,224 665 9.0471 9.0000 7/15/2016 GNMA
36216NHP1 GNMA 15 YR SF LN 169538 34,894 34,694 35,536 262 9.2478 9.0000 8/15/2001 GNMA
36216NLR2 GNMA 30 YR SF LN 169636 102,905 106,028 110,498 772 8.6637 9.0000 8/15/2016 GNMA
36216NUC5 GNMA 30 YR SF LN 169879 180,103 171,285 193,344 1,351 9.5751 9.0000 9/15/2016 GNMA
36216NUT8 GNMA 30 YR SF LN 169894 68,743 70,939 73,490 487 8.1572 8.5000 7/15/2016 GNMA
36216NUT8 GNMA 30 YR SF LN 169894 37,085 38,270 39,646 263 8.1572 8.5000 7/15/2016 GNMA
36216NU50 GNMA 30 YR SF LN 169904 43,051 40,865 46,239 323 9.5995 9.0000 7/15/2016 GNMA
36216NU50 GNMA 30 YR SF LN 169904 43,051 40,865 46,239 323 9.5995 9.0000 7/15/2016 GNMA
36216NU50 GNMA 30 YR SF LN 169904 43,051 40,865 46,239 323 9.5995 9.0000 7/15/2016 GNMA
36216NU50 GNMA 30 YR SF LN 169904 64,577 61,423 69,359 484 9.5758 9.0000 7/15/2016 GNMA
36216N6G3 GNMA 30 YR SF LN 170171 116,226 110,091 124,833 872 9.6230 9.0000 8/15/2016 GNMA
36216N6G3 GNMA 30 YR SF LN 170171 116,226 110,092 124,833 872 9.6230 9.0000 8/15/2016 GNMA
36216PG77 GNMA 30 YR SF LN 170422 54,771 56,435 58,813 411 8.6641 9.0000 9/15/2016 GNMA
36216PQ68 GNMA 30 YR SF LN 170677 72,908 72,601 78,307 547 9.0475 9.0000 1/15/2017 GNMA
36216PV47 GNMA 30 YR SF LN 170835 47,611 49,133 50,899 337 8.1575 8.5000 8/15/2016 GNMA
36216QA48 GNMA 15 YR SF LN 171127 52,976 52,664 53,950 397 9.2472 9.0000 9/15/2001 GNMA
36216QA48 GNMA 15 YR SF LN 171127 52,976 52,664 53,950 397 9.2472 9.0000 9/15/2001 GNMA
36216QE69 GNMA 15 YR SF LN 171257 13,918 13,910 14,174 104 9.0269 9.0000 9/15/2001 GNMA
36216QHP4 GNMA 15 YR SF LN 171338 13,251 13,243 13,495 99 9.0269 9.0000 8/15/2001 GNMA
36216QHP4 GNMA 15 YR SF LN 171338 36,106 36,084 36,770 271 9.0269 9.0000 8/15/2001 GNMA
36216QJ98 GNMA 30 YR SF LN 171388 144,035 147,055 150,985 960 7.7843 8.0000 3/15/2017 GNMA
36216QKQ8 GNMA 30 YR SF LN 171403 65,501 65,230 70,351 491 9.0471 9.0000 8/15/2016 GNMA
36216QL53 GNMA 30 YR SF LN 171448 1,109 1,106 1,191 9 9.5322 9.5000 9/15/2016 GNMA
</TABLE>
Page 88 of 141
<PAGE> 245
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36216QL53 GNMA 30 YR SF LN 171448 1,109 1,106 1,191 9 9.5322 9.5000 9/15/2016 GNMA
36216QL53 GNMA 30 YR SF LN 171448 924 922 993 7 9.5322 9.5000 9/15/2016 GNMA
36216QL53 GNMA 30 YR SF LN 171448 924 922 993 7 9.5322 9.5000 9/15/2016 GNMA
36216QL53 GNMA 30 YR SF LN 171448 2,772 2,765 2,978 22 9.5322 9.5000 9/15/2016 GNMA
36216QL53 GNMA 30 YR SF LN 171448 2,772 2,765 2,978 22 9.5322 9.5000 9/15/2016 GNMA
36216QM45 GNMA 30 YR SF LN 171479 81,966 77,657 88,036 615 9.6192 9.0000 9/15/2016 GNMA
36216QNG7 GNMA 30 YR SF LN 171491 71,387 71,087 76,655 535 9.0478 9.0000 7/15/2016 GNMA
36216QPE0 GNMA 30 YR SF LN 171521 56,491 56,257 60,674 424 9.0471 9.0000 8/15/2016 GNMA
36216QPT7 GNMA 30 YR SF LN 171534 20,092 20,735 21,479 142 8.1579 8.5000 9/15/2016 GNMA
36216QXA9 GNMA 30 YR SF LN 171773 46,738 46,545 50,187 351 9.0471 9.0000 8/15/2016 GNMA
36216Q5V4 GNMA 15 YR SF LN 171960 34,343 34,146 34,975 258 9.2478 9.0000 8/15/2001 GNMA
36216Q5V4 GNMA 15 YR SF LN 171960 35,132 34,931 35,778 264 9.2478 9.0000 8/15/2001 GNMA
36216Q5V4 GNMA 15 YR SF LN 171960 34,343 34,146 34,975 258 9.2478 9.0000 8/15/2001 GNMA
36216Q5V4 GNMA 15 YR SF LN 171960 34,343 34,146 34,975 258 9.2478 9.0000 8/15/2001 GNMA
36216RKE3 GNMA 15 YR SF LN 172293 31,792 31,771 32,377 238 9.0268 9.0000 10/15/2001 GNMA
36216RPK4 GNMA 15 YR SF LN 172426 59,268 59,231 60,358 445 9.0269 9.0000 9/15/2001 GNMA
36216RQE7 GNMA 15 YR SF LN 172453 41,753 41,727 42,521 313 9.0269 9.0000 9/15/2001 GNMA
36216RTA2 GNMA 30 YR SF LN 172545 22,780 23,512 24,353 161 8.1589 8.5000 12/15/2016 GNMA
36216RTA2 GNMA 30 YR SF LN 172545 109,020 112,520 116,548 772 8.1589 8.5000 12/15/2016 GNMA
36216RT38 GNMA 30 YR SF LN 172570 43,217 44,603 46,201 306 8.1586 8.5000 11/15/2016 GNMA
36216RT38 GNMA 30 YR SF LN 172570 97,958 101,099 104,722 694 8.1586 8.5000 11/15/2016 GNMA
36216RWU4 GNMA 15 YR SF LN 172659 15,776 15,767 16,066 118 9.0269 9.0000 8/15/2001 GNMA
36216RX90 GNMA 15 YR SF LN 172704 51,098 51,065 52,038 383 9.0269 9.0000 9/15/2001 GNMA
36216R5X8 GNMA 30 YR SF LN 172862 33,089 31,341 35,531 248 9.6226 9.0000 9/15/2016 GNMA
36216SEL2 GNMA 30 YR SF LN 173039 111,644 115,235 119,270 791 8.1596 8.5000 2/15/2017 GNMA
36216SMW9 GNMA 30 YR SF LN 173273 23,878 24,644 25,527 169 8.1582 8.5000 10/15/2016 GNMA
36216SWX6 GNMA 30 YR SF LN 173562 8,027 7,596 8,636 60 9.6119 9.0000 6/15/2018 GNMA
36216TLK4 GNMA 30 YR SF LN 174130 26,282 27,080 28,228 197 8.6641 9.0000 9/15/2016 GNMA
36216TNG1 GNMA 30 YR SF LN 174191 24,507 23,232 26,368 184 9.5918 9.0000 6/15/2018 GNMA
36216TSP6 GNMA 30 YR SF LN 174326 50,603 52,181 54,382 380 8.6779 9.0000 3/15/2020 GNMA
36216TTQ3 GNMA 30 YR SF LN 174359 19,460 19,380 20,901 146 9.0470 9.0000 11/15/2016 GNMA
36216TWU0 GNMA 30 YR SF LN 174459 103,598 106,916 110,751 734 8.1582 8.5000 10/15/2016 GNMA
36216T3V0 GNMA 30 YR SF LN 174612 78,829 81,221 84,646 591 8.6637 9.0000 8/15/2016 GNMA
36216T5V8 GNMA 15 YR SF LN 174660 49,542 49,509 50,453 372 9.0268 9.0000 10/15/2001 GNMA
36216UBC0 GNMA 30 YR SF LN 174735 56,228 57,935 60,392 422 8.6637 9.0000 8/15/2016 GNMA
36216UDQ7 GNMA 15 YR SF LN 174811 1,849 1,849 1,883 14 9.0267 9.0000 11/15/2001 GNMA
36216UGD3 GNMA 30 YR SF LN 174896 57,424 59,270 61,347 407 8.1593 8.5000 1/15/2017 GNMA
36216UK89 GNMA 15 YR SF LN 175019 58,646 58,607 59,724 440 9.0268 9.0000 10/15/2001 GNMA
36216UK89 GNMA 15 YR SF LN 175019 58,646 58,608 59,724 440 9.0268 9.0000 10/15/2001 GNMA
36216URR0 GNMA 30 YR SF LN 175196 102,081 105,348 109,130 723 8.1579 8.5000 9/15/2016 GNMA
36216USK4 GNMA 30 YR SF LN 175222 50,228 51,842 53,659 356 8.1593 8.5000 1/15/2017 GNMA
36216UTE7 GNMA 30 YR SF LN 175249 5,982 5,386 6,275 40 9.1344 8.0000 11/15/2016 GNMA
36216UZH3 GNMA 30 YR SF LN 175444 57,426 54,339 61,786 431 9.6119 9.0000 6/15/2018 GNMA
36216U6C6 GNMA 30 YR SF LN 175567 80,223 72,050 84,159 535 9.1627 8.0000 10/15/2016 GNMA
36216VCZ6 GNMA 30 YR SF LN 175688 65,024 67,110 69,514 461 8.1586 8.5000 11/15/2016 GNMA
36216VFP5 GNMA 30 YR SF LN 175774 106,071 103,989 113,395 751 8.7175 8.5000 10/15/2016 GNMA
36216VFP5 GNMA 30 YR SF LN 175774 37,533 36,796 40,125 266 8.7175 8.5000 10/15/2016 GNMA
36216VSN6 GNMA 30 YR SF LN 176125 2,580 2,529 2,758 18 8.7175 8.5000 10/15/2016 GNMA
36216VV51 GNMA 30 YR SF LN 176236 161,550 166,719 172,705 1,144 8.1579 8.5000 9/15/2016 GNMA
36216VW43 GNMA 30 YR SF LN 176267 83,665 82,493 89,887 662 9.6656 9.5000 9/15/2016 GNMA
36216VXA8 GNMA 30 YR SF LN 176273 75,410 77,826 80,617 534 8.1582 8.5000 10/15/2016 GNMA
36216WQG1 GNMA 30 YR SF LN 176955 134,144 138,437 143,407 950 8.1579 8.5000 9/15/2016 GNMA
36216WSQ7 GNMA 30 YR SF LN 177027 38,685 39,860 41,550 290 8.6642 9.0000 9/15/2016 GNMA
36216WTH6 GNMA 30 YR SF LN 177052 21,587 19,265 22,646 144 9.2336 8.0000 10/15/2016 GNMA
36216WTK9 GNMA 15 YR SF LN 177054 29,016 28,997 29,550 218 9.0268 9.0000 10/15/2001 GNMA
36216WTK9 GNMA 15 YR SF LN 177054 29,141 29,122 29,677 219 9.0268 9.0000 10/15/2001 GNMA
36216WVP5 GNMA 30 YR SF LN 177122 123,930 127,693 133,075 929 8.6641 9.0000 9/15/2016 GNMA
36216WWL3 GNMA 15 YR SF LN 177151 1,183 1,183 1,205 9 9.0269 9.0000 9/15/2001 GNMA
36216WYJ6 GNMA 30 YR SF LN 177213 35,845 35,697 38,490 269 9.0471 9.0000 8/15/2016 GNMA
36216WZK2 GNMA 30 YR SF LN 177246 322,509 305,467 346,391 2,419 9.6226 9.0000 9/15/2016 GNMA
36216W2T9 GNMA 15 YR SF LN 177286 25,950 25,934 26,427 195 9.0269 9.0000 9/15/2001 GNMA
</TABLE>
Page 89 of 141
<PAGE> 246
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36216W2T9 GNMA 15 YR SF LN 177286 51,900 51,867 52,854 389 9.0269 9.0000 9/15/2001 GNMA
36216XA84 GNMA 30 YR SF LN 177431 43,499 42,955 46,405 308 8.6295 8.5000 12/15/2019 GNMA
36216XFC0 GNMA 15 YR SF LN 177563 53,093 52,788 54,069 398 9.2478 9.0000 8/15/2001 GNMA
36216XKF7 GNMA 30 YR SF LN 177694 329,098 296,568 345,244 2,194 9.1299 8.0000 8/15/2016 GNMA
36216XKS9 GNMA 15 YR SF LN 177705 38,550 38,526 39,259 289 9.0269 9.0000 9/15/2001 GNMA
36216XR29 GNMA 30 YR SF LN 177905 36,597 36,084 39,319 290 9.6654 9.5000 10/15/2016 GNMA
36216XSV4 GNMA 30 YR SF LN 177932 55,864 57,658 59,721 396 8.1589 8.5000 12/15/2016 GNMA
36216XSV4 GNMA 30 YR SF LN 177932 54,286 56,029 58,034 385 8.1589 8.5000 12/15/2016 GNMA
36216XWK3 GNMA 30 YR SF LN 178050 5,371 5,306 5,742 38 8.6336 8.5000 8/15/2016 GNMA
36216XWK3 GNMA 30 YR SF LN 178050 215,926 213,319 230,836 1,529 8.6336 8.5000 8/15/2016 GNMA
36216XW72 GNMA 15 YR SF LN 178070 72,454 72,408 73,786 543 9.0269 9.0000 9/15/2001 GNMA
36216XZ95 GNMA 30 YR SF LN 178168 134,825 132,932 144,852 1,067 9.6653 9.5000 11/15/2016 GNMA
36216X2M2 GNMA 30 YR SF LN 178180 65,694 67,799 70,230 465 8.1582 8.5000 10/15/2016 GNMA
36216X5T4 GNMA 30 YR SF LN 178258 17,263 17,192 18,537 129 9.0470 9.0000 10/15/2016 GNMA
36216YEY1 GNMA 30 YR SF LN 178451 192,290 193,743 201,568 1,282 7.9220 8.0000 6/15/2017 GNMA
36216YFD6 GNMA 30 YR SF LN 178464 61,825 63,663 64,808 412 7.6973 8.0000 5/15/2017 GNMA
36216YGH6 GNMA 30 YR SF LN 178500 90,431 90,179 97,134 716 9.5320 9.5000 10/15/2017 GNMA
36216YLN7 GNMA 30 YR SF LN 178633 14,174 14,115 15,224 106 9.0471 9.0000 9/15/2016 GNMA
36216YRC5 GNMA 30 YR SF LN 178783 75,019 76,581 80,574 563 8.7686 9.0000 10/15/2016 GNMA
36216YRC5 GNMA 30 YR SF LN 178783 39,121 38,957 42,018 293 9.0477 9.0000 10/15/2016 GNMA
36216YWG0 GNMA 30 YR SF LN 178947 111,939 115,543 119,586 793 8.1600 8.5000 3/15/2017 GNMA
362160H89 GNMA 30 YR SF LN 179455 17,980 15,666 18,705 112 8.9330 7.5000 3/15/2017 GNMA
362160KY8 GNMA 30 YR SF LN 179511 7,803 8,045 8,391 59 8.6785 9.0000 12/15/2019 GNMA
362160MS9 GNMA 30 YR SF LN 179569 74,608 77,005 79,704 528 8.1593 8.5000 1/15/2017 GNMA
362160NF6 GNMA 30 YR SF LN 179590 51,238 52,884 54,738 363 8.1593 8.5000 1/15/2017 GNMA
362160NF6 GNMA 30 YR SF LN 179590 19,457 20,083 20,786 138 8.1593 8.5000 1/15/2017 GNMA
362160VC4 GNMA 30 YR SF LN 179811 16,563 17,095 17,707 117 8.1589 8.5000 12/15/2016 GNMA
362160VH3 GNMA 30 YR SF LN 179816 140,504 137,743 150,206 995 8.7173 8.5000 11/15/2016 GNMA
362160VH3 GNMA 30 YR SF LN 179816 16,484 16,160 17,622 117 8.7173 8.5000 11/15/2016 GNMA
362160WB5 GNMA 30 YR SF LN 179842 109,438 108,984 117,513 821 9.0470 9.0000 10/15/2016 GNMA
3621603Z4 GNMA 15 YR SF LN 180016 11,928 11,921 12,147 89 9.0267 9.0000 11/15/2001 GNMA
3621603Z4 GNMA 15 YR SF LN 180016 11,928 11,920 12,147 89 9.0267 9.0000 11/15/2001 GNMA
3621606R9 GNMA 30 YR SF LN 180080 96,733 99,676 103,896 726 8.6655 9.0000 12/15/2016 GNMA
362161EE7 GNMA 30 YR SF LN 180233 190,859 196,998 203,897 1,352 8.1596 8.5000 2/15/2017 GNMA
362161EF4 GNMA 30 YR SF LN 180234 32,221 31,585 34,422 228 8.7166 8.5000 3/15/2017 GNMA
362161HB0 GNMA 30 YR SF LN 180326 82,647 82,420 88,793 654 9.5322 9.5000 12/15/2016 GNMA
362161HE4 GNMA 30 YR SF LN 180329 44,864 46,308 47,929 318 8.1596 8.5000 2/15/2017 GNMA
362161UD1 GNMA 30 YR SF LN 180680 38,033 37,929 40,862 301 9.5322 9.5000 10/15/2016 GNMA
362161UP4 GNMA 30 YR SF LN 180690 61,576 61,321 66,136 462 9.0470 9.0000 10/15/2016 GNMA
362161VN8 GNMA 30 YR SF LN 180721 109,685 109,380 117,815 868 9.5320 9.5000 8/15/2017 GNMA
362161XV8 GNMA 15 YR SF LN 180792 21,078 21,065 21,466 158 9.0267 9.0000 11/15/2001 GNMA
362161XV8 GNMA 15 YR SF LN 180792 21,078 21,064 21,466 158 9.0267 9.0000 11/15/2001 GNMA
362161YJ4 GNMA 30 YR SF LN 180813 25,699 24,327 27,595 193 9.6193 9.0000 6/15/2017 GNMA
3621616U0 GNMA 30 YR SF LN 180983 29,547 30,987 31,772 222 8.5007 9.0000 11/15/2019 GNMA
362162BL2 GNMA 30 YR SF LN 181043 57,577 59,326 61,826 432 8.6641 9.0000 9/15/2016 GNMA
362162C56 GNMA 30 YR SF LN 181092 216,604 221,122 227,231 1,444 7.7831 8.0000 10/15/2016 GNMA
362162KJ7 GNMA 30 YR SF LN 181297 104,413 107,758 111,623 740 8.1582 8.5000 10/15/2016 GNMA
362162L80 GNMA 30 YR SF LN 181351 154,763 159,756 165,335 1,096 8.1606 8.5000 5/15/2017 GNMA
362162U64 GNMA 30 YR SF LN 181605 14,289 12,752 14,990 95 9.2336 8.0000 10/15/2016 GNMA
362162U64 GNMA 30 YR SF LN 181605 14,289 12,865 14,990 95 9.1352 8.0000 10/15/2016 GNMA
3621624J5 GNMA 30 YR SF LN 181825 129,444 133,603 138,286 917 8.1593 8.5000 1/15/2017 GNMA
3621624R7 GNMA 30 YR SF LN 181832 182,192 186,008 190,983 1,215 7.7841 8.0000 2/15/2017 GNMA
362163CR6 GNMA 30 YR SF LN 181980 120,174 119,675 129,073 901 9.0470 9.0000 11/15/2016 GNMA
362163DB0 GNMA 30 YR SF LN 181998 293,294 289,037 314,886 2,322 9.6618 9.5000 12/15/2019 GNMA
362163E37 GNMA 15 YR SF LN 182054 10,292 10,285 10,481 77 9.0268 9.0000 10/15/2001 GNMA
362163FZ5 GNMA 15 YR SF LN 182084 76,414 76,363 77,819 573 9.0267 9.0000 11/15/2001 GNMA
362163FZ5 GNMA 15 YR SF LN 182084 76,414 76,363 77,819 573 9.0267 9.0000 11/15/2001 GNMA
362163P35 GNMA 15 YR SF LN 182342 82,603 82,549 84,122 620 9.0268 9.0000 10/15/2001 GNMA
362163RS8 GNMA 30 YR SF LN 182397 101,917 105,014 109,464 764 8.6646 9.0000 10/15/2016 GNMA
362163S73 GNMA 30 YR SF LN 182442 49,413 50,993 52,825 350 8.1575 8.5000 8/15/2016 GNMA
362163VE4 GNMA 30 YR SF LN 182513 132,877 137,163 141,954 941 8.1606 8.5000 5/15/2017 GNMA
</TABLE>
Page 90 of 141
<PAGE> 247
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362163VZ7 GNMA 15 YR SF LN 182532 40,935 40,908 41,688 307 9.0267 9.0000 11/15/2001 GNMA
362163YS0 GNMA 30 YR SF LN 182621 71,259 73,560 76,127 505 8.1609 8.5000 6/15/2017 GNMA
362163YT8 GNMA 30 YR SF LN 182622 118,054 121,855 126,118 836 8.1600 8.5000 3/15/2017 GNMA
362163YW1 GNMA 30 YR SF LN 182625 89,529 92,409 95,645 634 8.1596 8.5000 2/15/2017 GNMA
3621634F1 GNMA 30 YR SF LN 182722 5,418 5,396 5,819 41 9.0470 9.0000 12/15/2016 GNMA
3621635B9 GNMA 30 YR SF LN 182742 72,351 74,678 77,293 512 8.1596 8.5000 2/15/2017 GNMA
362164BB0 GNMA 15 YR SF LN 182834 56,787 56,751 57,831 426 9.0269 9.0000 9/15/2001 GNMA
362164ES0 GNMA 30 YR SF LN 182945 75,992 78,429 81,239 538 8.1586 8.5000 11/15/2016 GNMA
362164ES0 GNMA 30 YR SF LN 182945 13,770 14,212 14,721 98 8.1586 8.5000 11/15/2016 GNMA
362164KG9 GNMA 30 YR SF LN 183095 17,206 17,135 18,480 129 9.0470 9.0000 11/15/2016 GNMA
362164PX7 GNMA 30 YR SF LN 183238 102,053 100,044 109,024 723 8.7169 8.5000 1/15/2017 GNMA
362164WG6 GNMA 30 YR SF LN 183447 131,278 135,269 140,965 985 8.6650 9.0000 11/15/2016 GNMA
362164WY7 GNMA 30 YR SF LN 183463 84,834 86,607 88,996 566 7.7836 8.0000 12/15/2016 GNMA
362164X42 GNMA 15 YR SF LN 183499 42,321 42,293 43,099 317 9.0268 9.0000 10/15/2001 GNMA
362164X42 GNMA 15 YR SF LN 183499 42,721 42,694 43,507 320 9.0268 9.0000 10/15/2001 GNMA
362165CW0 GNMA 15 YR SF LN 183785 80,521 80,469 82,002 604 9.0268 9.0000 10/15/2001 GNMA
362165EX6 GNMA 30 YR SF LN 183850 48,818 50,393 52,153 346 8.1606 8.5000 5/15/2017 GNMA
362165EX6 GNMA 30 YR SF LN 183850 24,044 24,821 25,686 170 8.1606 8.5000 5/15/2017 GNMA
362165NP3 GNMA 30 YR SF LN 184098 198,148 202,293 207,709 1,321 7.7838 8.0000 1/15/2017 GNMA
362165QU9 GNMA 30 YR SF LN 184167 74,612 74,303 80,097 560 9.0470 9.0000 11/15/2016 GNMA
362165XY3 GNMA 30 YR SF LN 184395 10,050 10,349 10,535 67 7.6969 8.0000 4/15/2017 GNMA
362166DG2 GNMA 30 YR SF LN 184703 81,703 84,187 87,753 613 8.6650 9.0000 11/15/2016 GNMA
362166LQ1 GNMA 30 YR SF LN 184935 93,476 95,438 97,986 623 7.7845 8.0000 4/15/2017 GNMA
362166M31 GNMA 30 YR SF LN 184978 73,320 75,672 78,383 519 8.1586 8.5000 11/15/2016 GNMA
362166M31 GNMA 30 YR SF LN 184978 32,830 33,883 35,097 233 8.1586 8.5000 11/15/2016 GNMA
362166NS5 GNMA 30 YR SF LN 185001 78,321 77,996 84,121 587 9.0470 9.0000 11/15/2016 GNMA
362166RF9 GNMA 30 YR SF LN 185086 102,588 102,162 110,185 769 9.0470 9.0000 11/15/2016 GNMA
362166WV8 GNMA 30 YR SF LN 185260 27,854 28,682 29,198 186 7.6969 8.0000 4/15/2017 GNMA
362166XP0 GNMA 30 YR SF LN 185286 86,647 86,282 93,063 650 9.0474 9.0000 3/15/2017 GNMA
362166X70 GNMA 30 YR SF LN 185302 97,520 100,501 104,741 731 8.6687 9.0000 8/15/2017 GNMA
362167FH6 GNMA 30 YR SF LN 185668 249,492 245,860 267,797 1,975 9.6615 9.5000 4/15/2020 GNMA
362167JL3 GNMA 30 YR SF LN 185767 61,258 63,235 65,443 434 8.1606 8.5000 5/15/2017 GNMA
362167M21 GNMA 30 YR SF LN 185877 115,922 119,662 123,841 821 8.1606 8.5000 5/15/2017 GNMA
362167NC8 GNMA 30 YR SF LN 185887 13,020 13,408 13,648 87 7.6969 8.0000 4/15/2017 GNMA
362167N38 GNMA 30 YR SF LN 185910 61,988 63,982 66,222 439 8.1596 8.5000 2/15/2017 GNMA
362167RG5 GNMA 30 YR SF LN 185987 64,133 60,787 69,003 481 9.5912 9.0000 8/15/2018 GNMA
362167RG5 GNMA 30 YR SF LN 185987 65,442 62,028 70,411 491 9.5912 9.0000 8/15/2018 GNMA
362167RG5 GNMA 30 YR SF LN 185987 65,442 62,028 70,411 491 9.5912 9.0000 8/15/2018 GNMA
362167RG5 GNMA 30 YR SF LN 185987 64,133 60,787 69,003 481 9.5912 9.0000 8/15/2018 GNMA
362167VV7 GNMA 30 YR SF LN 186128 8,955 9,222 9,387 60 7.6969 8.0000 4/15/2017 GNMA
362167VV7 GNMA 30 YR SF LN 186128 46,050 46,044 48,272 307 8.0015 8.0000 4/15/2017 GNMA
362169C28 GNMA 15 YR SF LN 186489 48,706 48,674 49,602 365 9.0267 9.0000 11/15/2001 GNMA
362169J39 GNMA 30 YR SF LN 186682 234,608 233,616 251,981 1,760 9.0472 9.0000 7/15/2017 GNMA
362169J39 GNMA 30 YR SF LN 186682 232,114 231,132 249,302 1,741 9.0472 9.0000 7/15/2017 GNMA
362169KR4 GNMA 30 YR SF LN 186704 15,390 14,573 16,526 115 9.6211 9.0000 1/15/2017 GNMA
362169KR4 GNMA 30 YR SF LN 186704 106,666 109,913 114,537 800 8.6659 9.0000 1/15/2017 GNMA
362169PN8 GNMA 30 YR SF LN 186829 5,463 5,173 5,866 41 9.6211 9.0000 1/15/2017 GNMA
362169PN8 GNMA 30 YR SF LN 186829 4,469 4,233 4,799 34 9.6211 9.0000 1/15/2017 GNMA
362169P32 GNMA 30 YR SF LN 186842 73,336 69,741 78,728 550 9.5748 9.0000 10/15/2016 GNMA
362169P32 GNMA 30 YR SF LN 186842 77,578 73,517 83,282 582 9.6154 9.0000 10/15/2016 GNMA
362169RN6 GNMA 30 YR SF LN 186893 28,327 29,235 30,283 201 8.1582 8.5000 10/15/2016 GNMA
3621693T9 GNMA 30 YR SF LN 187210 67,829 64,356 72,852 509 9.5970 9.0000 2/15/2017 GNMA
3621693T9 GNMA 30 YR SF LN 187210 101,744 96,534 109,278 763 9.5970 9.0000 2/15/2017 GNMA
3621695M2 GNMA 30 YR SF LN 187252 54,773 47,708 56,981 342 8.9310 7.5000 5/15/2017 GNMA
3621696Y5 GNMA 30 YR SF LN 187287 120,282 119,951 129,227 952 9.5322 9.5000 11/15/2016 GNMA
36217ABJ8 GNMA 30 YR SF LN 187341 145,193 149,863 155,111 1,028 8.1596 8.5000 2/15/2017 GNMA
36217ABX7 GNMA 30 YR SF LN 187354 128,082 128,941 133,245 801 7.4333 7.5000 7/15/2017 GNMA
36217AE97 GNMA 30 YR SF LN 187460 65,937 57,854 68,606 412 8.8695 7.5000 11/15/2016 GNMA
36217AHU7 GNMA 30 YR SF LN 187543 99,683 86,784 103,701 623 8.9389 7.5000 4/15/2017 GNMA
36217ALE8 GNMA 30 YR SF LN 187625 94,433 97,471 100,884 669 8.1596 8.5000 2/15/2017 GNMA
36217AS68 GNMA 30 YR SF LN 187841 6,438 6,630 6,749 43 7.6959 8.0000 1/15/2017 GNMA
</TABLE>
Page 91 of 141
<PAGE> 248
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36217ATH3 GNMA 30 YR SF LN 187852 79,512 81,930 85,379 596 8.6650 9.0000 11/15/2016 GNMA
36217AVH0 GNMA 15 YR SF LN 187916 39,018 38,992 39,736 293 9.0268 9.0000 10/15/2001 GNMA
36217AXT2 GNMA 30 YR SF LN 187990 89,601 92,475 95,788 635 8.1586 8.5000 11/15/2016 GNMA
36217AXT2 GNMA 30 YR SF LN 187990 42,251 43,606 45,168 299 8.1586 8.5000 11/15/2016 GNMA
36217A6Y1 GNMA 30 YR SF LN 188187 20,861 20,450 22,286 148 8.7166 8.5000 3/15/2017 GNMA
36217BAY4 GNMA 15 YR SF LN 188223 18,988 18,976 19,337 142 9.0268 9.0000 10/15/2001 GNMA
36217BCR7 GNMA 30 YR SF LN 188280 95,518 97,523 100,127 637 7.7845 8.0000 4/15/2017 GNMA
36217BC63 GNMA 30 YR SF LN 188293 106,962 93,950 111,274 669 8.8441 7.5000 4/15/2017 GNMA
36217BJH2 GNMA 30 YR SF LN 188464 41,323 41,152 44,361 310 9.0470 9.0000 10/15/2016 GNMA
36217BJK5 GNMA 30 YR SF LN 188466 20,767 21,432 22,201 147 8.1582 8.5000 10/15/2016 GNMA
36217BK64 GNMA 30 YR SF LN 188517 59,701 56,380 64,122 448 9.6498 9.0000 3/15/2017 GNMA
36217BLR7 GNMA 30 YR SF LN 188536 77,820 80,330 83,136 551 8.1606 8.5000 5/15/2017 GNMA
36217BS90 GNMA 30 YR SF LN 188744 74,292 76,552 79,793 557 8.6655 9.0000 12/15/2016 GNMA
36217BTS7 GNMA 30 YR SF LN 188761 55,609 57,397 59,408 394 8.1593 8.5000 1/15/2017 GNMA
36217BUA4 GNMA 30 YR SF LN 188777 126,756 130,610 136,142 951 8.6650 9.0000 11/15/2016 GNMA
36217CEA0 GNMA 30 YR SF LN 189229 75,310 77,735 80,454 533 8.1600 8.5000 3/15/2017 GNMA
36217CE36 GNMA 30 YR SF LN 189254 141,378 139,656 151,036 1,001 8.6327 8.5000 4/15/2017 GNMA
36217CGK6 GNMA 30 YR SF LN 189302 8,869 9,133 9,297 59 7.6969 8.0000 4/15/2017 GNMA
36217CME3 GNMA 30 YR SF LN 189457 16,970 16,636 18,129 120 8.7167 8.5000 2/15/2017 GNMA
36217CPD2 GNMA 30 YR SF LN 189520 73,440 75,802 78,457 520 8.1596 8.5000 2/15/2017 GNMA
36217CPD2 GNMA 30 YR SF LN 189520 32,012 33,042 34,199 227 8.1596 8.5000 2/15/2017 GNMA
36217CZW9 GNMA 30 YR SF LN 189857 77,785 80,153 83,545 583 8.6659 9.0000 1/15/2017 GNMA
36217C2J4 GNMA 30 YR SF LN 189877 38,169 38,011 40,995 286 9.0470 9.0000 11/15/2016 GNMA
36217DD84 GNMA 30 YR SF LN 190127 44,907 46,350 47,975 318 8.1593 8.5000 1/15/2017 GNMA
36217DD84 GNMA 30 YR SF LN 190127 72,242 74,564 77,177 512 8.1593 8.5000 1/15/2017 GNMA
36217DFT6 GNMA 30 YR SF LN 190178 55,660 57,449 59,462 394 8.1593 8.5000 1/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 8,141 7,687 8,744 61 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 44,193 41,726 47,465 331 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 134,903 127,372 144,893 1,012 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 37,215 35,138 39,971 279 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 8,141 7,687 8,744 61 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 219,799 207,528 236,075 1,649 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 12,793 12,079 13,740 96 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 215,147 203,136 231,079 1,614 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 17,445 16,471 18,737 131 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 210,496 198,744 226,083 1,579 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 22,096 20,863 23,732 166 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 205,844 194,352 221,087 1,544 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 26,748 25,255 28,729 201 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 201,192 189,960 216,090 1,509 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 31,400 29,647 33,725 236 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 196,540 185,568 211,094 1,474 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 36,052 34,040 38,722 270 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 40,704 38,432 43,718 305 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 187,236 176,783 201,101 1,404 9.6488 9.0000 6/15/2017 GNMA
36217DLQ5 GNMA 30 YR SF LN 190335 45,355 42,823 48,714 340 9.6488 9.0000 6/15/2017 GNMA
36217DPK4 GNMA 15 YR SF LN 190426 74,742 74,692 76,117 561 9.0267 9.0000 11/15/2001 GNMA
36217DRU0 GNMA 30 YR SF LN 190499 134,068 136,881 140,537 894 7.7845 8.0000 4/15/2017 GNMA
36217DSD7 GNMA 30 YR SF LN 190516 47,547 48,542 49,841 317 7.7838 8.0000 1/15/2017 GNMA
36217DUT9 GNMA 30 YR SF LN 190594 172,436 169,033 184,215 1,221 8.7166 8.5000 3/15/2017 GNMA
36217DUT9 GNMA 30 YR SF LN 190594 36,403 35,685 38,890 258 8.7166 8.5000 3/15/2017 GNMA
36217DUT9 GNMA 30 YR SF LN 190594 86,218 88,994 92,108 611 8.1600 8.5000 3/15/2017 GNMA
36217DW67 GNMA 30 YR SF LN 190669 101,606 104,868 108,622 720 8.1589 8.5000 12/15/2016 GNMA
36217DY65 GNMA 30 YR SF LN 190733 56,586 49,694 58,867 354 8.8432 7.5000 5/15/2017 GNMA
36217EBN1 GNMA 15 YR SF LN 190945 40,617 40,591 41,364 305 9.0267 9.0000 11/15/2001 GNMA
36217EDS8 GNMA 30 YR SF LN 191013 54,372 56,116 58,126 385 8.1586 8.5000 11/15/2016 GNMA
36217EDU3 GNMA 15 YR SF LN 191015 56,896 56,858 57,942 427 9.0267 9.0000 11/15/2001 GNMA
36217EF56 GNMA 30 YR SF LN 191088 17,258 16,391 18,536 129 9.5812 9.0000 6/15/2017 GNMA
36217EF56 GNMA 30 YR SF LN 191088 45,228 42,826 48,577 339 9.6159 9.0000 6/15/2017 GNMA
36217EKC5 GNMA 30 YR SF LN 191191 16,239 15,919 17,348 115 8.7167 8.5000 2/15/2017 GNMA
36217EKP6 GNMA 30 YR SF LN 191202 69,514 70,973 72,868 463 7.7845 8.0000 4/15/2017 GNMA
</TABLE>
Page 92 of 141
<PAGE> 249
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36217EUM2 GNMA 30 YR SF LN 191488 3,295 3,121 3,539 25 9.6211 9.0000 1/15/2017 GNMA
36217EYP1 GNMA 30 YR SF LN 191618 10,643 9,495 11,165 71 9.2321 8.0000 12/15/2016 GNMA
36217EYP1 GNMA 30 YR SF LN 191618 11,178 10,545 11,726 75 8.6220 8.0000 12/15/2016 GNMA
36217EZM7 GNMA 30 YR SF LN 191648 43,042 40,759 46,337 323 9.6162 9.0000 5/15/2017 GNMA
36217EZM7 GNMA 30 YR SF LN 191648 51,427 48,785 55,364 386 9.5960 9.0000 5/15/2017 GNMA
36217E2J0 GNMA 30 YR SF LN 191677 181,160 178,956 193,535 1,283 8.6328 8.5000 3/15/2017 GNMA
36217E2J0 GNMA 30 YR SF LN 191677 112,673 116,300 120,370 798 8.1600 8.5000 3/15/2017 GNMA
36217FC56 GNMA 30 YR SF LN 191892 12,835 13,216 13,454 86 7.6969 8.0000 4/15/2017 GNMA
36217FDM8 GNMA 30 YR SF LN 191908 9,132 9,404 9,573 61 7.6969 8.0000 4/15/2017 GNMA
36217FJQ3 GNMA 30 YR SF LN 192071 161,249 166,430 172,264 1,142 8.1593 8.5000 1/15/2017 GNMA
36217FTU3 GNMA 30 YR SF LN 192363 5,797 5,500 6,223 43 9.5963 9.0000 4/15/2017 GNMA
36217FT25 GNMA 30 YR SF LN 192369 94,394 97,436 100,842 669 8.1603 8.5000 4/15/2017 GNMA
36217FVK2 GNMA 30 YR SF LN 192418 54,601 56,359 58,331 387 8.1600 8.5000 3/15/2017 GNMA
36217FVR7 GNMA 30 YR SF LN 192424 21,629 18,962 22,501 135 8.8646 7.5000 4/15/2017 GNMA
36217GFW2 GNMA 30 YR SF LN 192881 8,563,165 8,185,471 9,197,267 64,224 9.5123 9.0000 1/15/2017 GNMA
36217GMV6 GNMA 30 YR SF LN 193072 31,879 28,445 33,443 213 9.2329 8.0000 11/15/2016 GNMA
36217GR82 GNMA 30 YR SF LN 193211 63,815 65,755 68,541 479 8.6650 9.0000 11/15/2016 GNMA
36217GVW4 GNMA 30 YR SF LN 193329 714 679 769 5 9.5631 9.0000 6/15/2017 GNMA
36217GVW4 GNMA 30 YR SF LN 193329 1,325 1,261 1,426 10 9.5631 9.0000 6/15/2017 GNMA
36217GV20 GNMA 30 YR SF LN 193333 215,705 213,070 230,440 1,528 8.6323 8.5000 7/15/2017 GNMA
36217GXG7 GNMA 30 YR SF LN 193379 30,678 30,593 32,952 243 9.5320 9.5000 9/15/2017 GNMA
36217GYF8 GNMA 30 YR SF LN 193410 52,380 51,354 55,997 371 8.7177 8.5000 9/15/2016 GNMA
36217GYF8 GNMA 30 YR SF LN 193410 46,451 45,540 49,658 329 8.7177 8.5000 9/15/2016 GNMA
36217HTG0 GNMA 30 YR SF LN 194151 75,575 77,816 79,221 504 7.6963 8.0000 2/15/2017 GNMA
36217HT62 GNMA 30 YR SF LN 194173 22,284 21,845 23,806 158 8.7167 8.5000 2/15/2017 GNMA
36217HVF9 GNMA 30 YR SF LN 194214 68,320 68,034 73,422 512 9.0440 9.0000 10/15/2020 GNMA
36217HW92 GNMA 30 YR SF LN 194272 95,922 95,518 103,025 719 9.0475 9.0000 1/15/2017 GNMA
36217HXJ9 GNMA 30 YR SF LN 194281 133,562 137,854 142,686 946 8.1593 8.5000 1/15/2017 GNMA
36217H4E2 GNMA 30 YR SF LN 194421 16,313 16,115 17,427 116 8.6330 8.5000 1/15/2017 GNMA
36217JAQ4 GNMA 30 YR SF LN 194515 79,034 78,075 84,433 560 8.6330 8.5000 1/15/2017 GNMA
36217JAQ4 GNMA 30 YR SF LN 194515 42,283 43,642 45,171 300 8.1593 8.5000 1/15/2017 GNMA
36217JBX8 GNMA 30 YR SF LN 194554 116,423 118,869 122,040 776 7.7848 8.0000 5/15/2017 GNMA
36217JEH0 GNMA 30 YR SF LN 194636 74,038 76,417 79,096 524 8.1593 8.5000 1/15/2017 GNMA
36217JE98 GNMA 30 YR SF LN 194660 29,298 30,239 31,321 208 8.1589 8.5000 12/15/2016 GNMA
36217JFJ5 GNMA 30 YR SF LN 194669 142,698 147,288 152,446 1,011 8.1596 8.5000 2/15/2017 GNMA
36217JFK2 GNMA 30 YR SF LN 194670 66,396 67,788 69,600 443 7.7843 8.0000 3/15/2017 GNMA
36217JGT2 GNMA 30 YR SF LN 194710 142,036 146,613 151,738 1,006 8.1603 8.5000 4/15/2017 GNMA
36217JJL6 GNMA 30 YR SF LN 194767 82,506 85,018 88,616 619 8.6659 9.0000 1/15/2017 GNMA
36217JK75 GNMA 30 YR SF LN 194818 34,855 35,973 37,262 247 8.1586 8.5000 11/15/2016 GNMA
36217JLW9 GNMA 15 YR SF LN 194841 59,443 59,403 60,536 446 9.0267 9.0000 11/15/2001 GNMA
36217JLW9 GNMA 15 YR SF LN 194841 59,443 59,403 60,536 446 9.0267 9.0000 11/15/2001 GNMA
36217JLW9 GNMA 15 YR SF LN 194841 59,805 59,765 60,905 449 9.0267 9.0000 11/15/2001 GNMA
36217JMV0 GNMA 30 YR SF LN 194872 117,288 119,754 122,947 782 7.7850 8.0000 6/15/2017 GNMA
36217JPK1 GNMA 30 YR SF LN 194926 85,380 88,126 91,212 605 8.1596 8.5000 2/15/2017 GNMA
36217JP96 GNMA 30 YR SF LN 194948 119,956 119,622 128,847 950 9.5320 9.5000 7/15/2017 GNMA
36217JQH7 GNMA 30 YR SF LN 194956 205,858 201,788 219,920 1,458 8.7162 8.5000 5/15/2017 GNMA
36217JRC7 GNMA 30 YR SF LN 194983 86,673 84,958 92,594 614 8.7160 8.5000 6/15/2017 GNMA
36217J2M2 GNMA 30 YR SF LN 195280 63,277 65,317 67,599 448 8.1603 8.5000 4/15/2017 GNMA
36217J2M2 GNMA 30 YR SF LN 195280 107,742 111,214 115,102 763 8.1603 8.5000 4/15/2017 GNMA
36217KDU9 GNMA 30 YR SF LN 195515 4,169 4,151 4,480 31 9.0455 9.0000 9/15/2020 GNMA
36217KGT9 GNMA 30 YR SF LN 195610 100,019 103,233 106,851 708 8.1593 8.5000 1/15/2017 GNMA
36217KJ41 GNMA 30 YR SF LN 195683 97,308 100,268 104,514 730 8.6655 9.0000 12/15/2016 GNMA
36217KM21 GNMA 30 YR SF LN 195777 92,026 94,983 98,312 652 8.1593 8.5000 1/15/2017 GNMA
36217KQG6 GNMA 30 YR SF LN 195855 79,301 81,855 84,718 562 8.1600 8.5000 3/15/2017 GNMA
36217KU22 GNMA 30 YR SF LN 196001 97,420 100,554 104,075 690 8.1596 8.5000 2/15/2017 GNMA
36217KVR6 GNMA 30 YR SF LN 196024 12,851 13,232 13,471 86 7.6966 8.0000 3/15/2017 GNMA
36217KWL8 GNMA 30 YR SF LN 196051 31,445 29,839 33,774 236 9.5977 9.0000 12/15/2016 GNMA
36217KXE3 GNMA 30 YR SF LN 196077 60,898 57,431 63,836 406 8.6196 8.0000 4/15/2017 GNMA
36217KX78 GNMA 30 YR SF LN 196102 58,457 55,460 62,771 438 9.5967 9.0000 3/15/2017 GNMA
36217KX78 GNMA 30 YR SF LN 196102 58,457 55,460 62,771 438 9.5967 9.0000 3/15/2017 GNMA
36217KX78 GNMA 30 YR SF LN 196102 58,457 55,460 62,771 438 9.5967 9.0000 3/15/2017 GNMA
</TABLE>
Page 93 of 141
<PAGE> 250
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Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36217KX78 GNMA 30 YR SF LN 196102 58,457 55,460 62,771 438 9.5967 9.0000 3/15/2017 GNMA
36217KYG7 GNMA 30 YR SF LN 196111 70,699 72,971 75,528 501 8.1593 8.5000 1/15/2017 GNMA
36217KYG7 GNMA 30 YR SF LN 196111 35,877 37,030 38,328 254 8.1593 8.5000 1/15/2017 GNMA
36217KY28 GNMA 30 YR SF LN 196129 46,797 47,110 48,683 292 7.4328 7.5000 1/15/2017 GNMA
36217KZW1 GNMA 30 YR SF LN 196157 17,305 17,421 18,003 108 7.4332 7.5000 6/15/2017 GNMA
36217K6E3 GNMA 30 YR SF LN 196269 109,326 112,853 116,794 774 8.1606 8.5000 5/15/2017 GNMA
36217K7M4 GNMA 30 YR SF LN 196300 180,504 186,321 192,834 1,279 8.1603 8.5000 4/15/2017 GNMA
36217LES1 GNMA 30 YR SF LN 196445 39,001 40,255 41,665 276 8.1596 8.5000 2/15/2017 GNMA
36217LGG5 GNMA 30 YR SF LN 196499 65,272 61,807 70,105 490 9.6211 9.0000 1/15/2017 GNMA
36217LH41 GNMA 30 YR SF LN 196551 120,216 124,078 128,428 852 8.1593 8.5000 1/15/2017 GNMA
36217LN77 GNMA 30 YR SF LN 196714 95,839 85,515 100,541 639 9.2329 8.0000 11/15/2016 GNMA
36217LVS2 GNMA 30 YR SF LN 196925 12,783 13,163 13,400 85 7.6966 8.0000 3/15/2017 GNMA
36217LXR2 GNMA 30 YR SF LN 196988 55,589 57,386 59,386 394 8.1613 8.5000 7/15/2017 GNMA
36217LYS9 GNMA 30 YR SF LN 197021 30,483 31,382 31,954 203 7.7004 8.0000 6/15/2017 GNMA
36217L3J3 GNMA 30 YR SF LN 197101 69,111 71,332 73,832 490 8.1593 8.5000 1/15/2017 GNMA
36217L3P9 GNMA 30 YR SF LN 197106 116,879 120,639 124,863 828 8.1596 8.5000 2/15/2017 GNMA
36217L6C5 GNMA 30 YR SF LN 197167 111,779 111,308 120,056 838 9.0475 9.0000 1/15/2017 GNMA
36217MCN2 GNMA 30 YR SF LN 197277 36,830 34,945 39,557 276 9.5970 9.0000 2/15/2017 GNMA
36217MCN2 GNMA 30 YR SF LN 197277 36,830 34,945 39,557 276 9.5970 9.0000 2/15/2017 GNMA
36217MFZ2 GNMA 30 YR SF LN 197384 172,482 169,079 184,264 1,222 8.7166 8.5000 3/15/2017 GNMA
36217MHG2 GNMA 30 YR SF LN 197431 44,004 38,373 45,778 275 8.9271 7.5000 2/15/2017 GNMA
36217MK94 GNMA 30 YR SF LN 197520 148,231 149,227 154,206 926 7.4333 7.5000 8/15/2017 GNMA
36217MWS9 GNMA 30 YR SF LN 197857 163,139 166,545 171,143 1,088 7.7834 8.0000 11/15/2016 GNMA
36217NQZ8 GNMA 30 YR SF LN 198572 119,469 123,308 127,630 846 8.1593 8.5000 1/15/2017 GNMA
36217NV90 GNMA 30 YR SF LN 198740 89,653 87,886 95,777 635 8.7167 8.5000 2/15/2017 GNMA
36217NXF4 GNMA 30 YR SF LN 198778 15,309 15,008 16,355 108 8.7167 8.5000 2/15/2017 GNMA
36217N6S6 GNMA 30 YR SF LN 198981 172,890 163,075 181,232 1,153 8.6214 8.0000 1/15/2017 GNMA
36217N6S6 GNMA 30 YR SF LN 198981 45,869 43,265 48,082 306 8.6214 8.0000 1/15/2017 GNMA
36217PDG9 GNMA 30 YR SF LN 199103 145,766 150,445 155,831 1,033 8.1589 8.5000 12/15/2016 GNMA
36217PFE2 GNMA 30 YR SF LN 199165 29,669 26,006 30,865 185 8.8636 7.5000 5/15/2017 GNMA
36217PLC9 GNMA 30 YR SF LN 199323 4,478 4,241 4,810 34 9.6214 9.0000 12/15/2016 GNMA
36217PLV7 GNMA 30 YR SF LN 199340 51,421 53,075 54,934 364 8.1596 8.5000 2/15/2017 GNMA
36217PPZ4 GNMA 30 YR SF LN 199440 96,281 99,216 103,411 722 8.6667 9.0000 3/15/2017 GNMA
36217PTL1 GNMA 30 YR SF LN 199555 53,597 55,228 57,552 402 8.6659 9.0000 1/15/2017 GNMA
36217QB87 GNMA 30 YR SF LN 199963 127,434 125,632 136,879 1,009 9.6646 9.5000 6/15/2017 GNMA
36217QGV1 GNMA 30 YR SF LN 200112 5,822 5,492 6,103 39 8.6214 8.0000 1/15/2017 GNMA
36217QG25 GNMA 30 YR SF LN 200117 241,860 223,942 251,609 1,512 8.2913 7.5000 2/15/2017 GNMA
36217QJR7 GNMA 30 YR SF LN 200172 19,137 18,759 20,444 136 8.7160 8.5000 6/15/2017 GNMA
36217QJT3 GNMA 30 YR SF LN 200174 132,507 132,139 142,328 1,049 9.5320 9.5000 8/15/2017 GNMA
36217QJ63 GNMA 30 YR SF LN 200185 10,306 9,720 10,803 69 8.6202 8.0000 3/15/2017 GNMA
36217QM28 GNMA 30 YR SF LN 200277 212,138 207,952 226,629 1,503 8.7166 8.5000 3/15/2017 GNMA
36217QM28 GNMA 30 YR SF LN 200277 120,343 117,968 128,564 852 8.7166 8.5000 3/15/2017 GNMA
36217QS55 GNMA 30 YR SF LN 200440 39,594 40,869 42,299 280 8.1600 8.5000 3/15/2017 GNMA
36217QS55 GNMA 30 YR SF LN 200440 101,185 104,442 108,097 717 8.1600 8.5000 3/15/2017 GNMA
36217QVD4 GNMA 30 YR SF LN 200512 39,809 41,090 42,528 282 8.1596 8.5000 2/15/2017 GNMA
36217Q4A0 GNMA 30 YR SF LN 200717 29,732 29,147 31,763 211 8.7167 8.5000 2/15/2017 GNMA
36217Q5G6 GNMA 30 YR SF LN 200747 60,593 62,543 64,732 429 8.1596 8.5000 2/15/2017 GNMA
36217RAT0 GNMA 30 YR SF LN 200818 91,995 87,290 98,783 690 9.5974 9.0000 1/15/2017 GNMA
36217RAT0 GNMA 30 YR SF LN 200818 80,495 76,379 86,435 604 9.5974 9.0000 1/15/2017 GNMA
36217RA45 GNMA 30 YR SF LN 200827 118,564 122,381 126,663 840 8.1600 8.5000 3/15/2017 GNMA
36217RHW6 GNMA 30 YR SF LN 201045 19,023 19,589 19,941 127 7.6969 8.0000 4/15/2017 GNMA
36217RKE2 GNMA 30 YR SF LN 201093 54,238 53,577 57,943 384 8.6326 8.5000 5/15/2017 GNMA
36217RLD3 GNMA 30 YR SF LN 201124 9,003 8,826 9,618 64 8.7167 8.5000 2/15/2017 GNMA
36217RRZ8 GNMA 30 YR SF LN 201304 255,634 252,517 273,096 1,811 8.6326 8.5000 5/15/2017 GNMA
36217RT52 GNMA 30 YR SF LN 201372 719,926 723,514 754,662 4,800 7.9484 8.0000 5/15/2017 GNMA
36217RVY6 GNMA 30 YR SF LN 201431 76,119 78,570 81,319 539 8.1600 8.5000 3/15/2017 GNMA
36217RVY6 GNMA 30 YR SF LN 201431 43,698 45,105 46,683 310 8.1600 8.5000 3/15/2017 GNMA
36217R5T6 GNMA 30 YR SF LN 201658 10,078 10,378 10,564 67 7.6969 8.0000 4/15/2017 GNMA
36217SBC4 GNMA 30 YR SF LN 201735 13,579 13,984 14,234 91 7.6973 8.0000 5/15/2017 GNMA
36217SFT3 GNMA 30 YR SF LN 201878 631,976 638,492 651,523 3,950 7.4127 7.5000 2/15/2027 GNMA
36217SZC8 GNMA 30 YR SF LN 202439 112,674 98,158 117,216 704 8.9320 7.5000 4/15/2017 GNMA
</TABLE>
Page 94 of 141
<PAGE> 251
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36217SZJ3 GNMA 30 YR SF LN 202445 1,504 1,423 1,618 11 9.6156 9.0000 5/15/2018 GNMA
36217S6K2 GNMA 30 YR SF LN 202574 40,999 40,501 43,800 290 8.6329 8.5000 2/15/2017 GNMA
36217TAK5 GNMA 30 YR SF LN 202610 127,710 128,564 132,858 798 7.4330 7.5000 4/15/2017 GNMA
36217TC80 GNMA 30 YR SF LN 202695 62,599 61,691 67,208 496 9.6618 9.5000 12/15/2019 GNMA
36217TFV6 GNMA 30 YR SF LN 202780 59,914 61,843 64,007 424 8.1600 8.5000 3/15/2017 GNMA
36217TJN0 GNMA 30 YR SF LN 202869 72,339 74,671 77,280 512 8.1603 8.5000 4/15/2017 GNMA
36217TJP5 GNMA 30 YR SF LN 202870 64,613 66,580 69,398 485 8.6659 9.0000 1/15/2017 GNMA
36217TJR1 GNMA 30 YR SF LN 202872 37,134 33,129 38,956 248 9.2321 8.0000 12/15/2016 GNMA
36217TLH0 GNMA 30 YR SF LN 202928 27,200 28,008 28,512 181 7.6966 8.0000 3/15/2017 GNMA
36217TPT0 GNMA 30 YR SF LN 203034 2,983 2,975 3,204 24 9.5322 9.5000 1/15/2017 GNMA
36217TR27 GNMA 30 YR SF LN 203105 88,578 87,502 94,629 627 8.6329 8.5000 2/15/2017 GNMA
36217TTK5 GNMA 30 YR SF LN 203154 148,192 152,964 158,315 1,050 8.1600 8.5000 3/15/2017 GNMA
36217TVC0 GNMA 30 YR SF LN 203211 168,958 168,488 181,481 1,338 9.5320 9.5000 7/15/2017 GNMA
36217TW47 GNMA 30 YR SF LN 203267 93,613 92,285 100,552 741 9.6643 9.5000 9/15/2017 GNMA
36217URD0 GNMA 30 YR SF LN 203984 100,836 102,954 105,701 672 7.7848 8.0000 5/15/2017 GNMA
36217UT55 GNMA 30 YR SF LN 204072 63,889 63,110 68,253 453 8.6326 8.5000 5/15/2017 GNMA
36217UWL6 GNMA 30 YR SF LN 204151 52,730 49,857 56,635 395 9.6381 9.0000 1/15/2017 GNMA
36217UXQ4 GNMA 30 YR SF LN 204187 128,026 132,175 136,771 907 8.1622 8.5000 10/15/2017 GNMA
36217VB78 GNMA 30 YR SF LN 204462 87,700 76,204 91,235 548 8.9598 7.5000 4/15/2017 GNMA
36217VHY3 GNMA 30 YR SF LN 204647 184,487 173,992 193,388 1,230 8.6202 8.0000 3/15/2017 GNMA
36217VHY3 GNMA 30 YR SF LN 204647 58,922 55,571 61,765 393 8.6202 8.0000 3/15/2017 GNMA
36217VPU2 GNMA 30 YR SF LN 204835 21,175 21,856 22,621 150 8.1596 8.5000 2/15/2017 GNMA
36217VPU2 GNMA 30 YR SF LN 204835 42,955 44,337 45,889 304 8.1596 8.5000 2/15/2017 GNMA
36217VRK2 GNMA 30 YR SF LN 204890 128,517 132,651 137,296 910 8.1596 8.5000 2/15/2017 GNMA
36217VUS1 GNMA 30 YR SF LN 204993 33,003 33,688 34,595 220 7.7878 8.0000 6/15/2017 GNMA
36217VW34 GNMA 30 YR SF LN 205066 163,353 168,612 174,512 1,157 8.1600 8.5000 3/15/2017 GNMA
36217VW34 GNMA 30 YR SF LN 205066 102,935 106,249 109,966 729 8.1600 8.5000 3/15/2017 GNMA
36217VZV9 GNMA 30 YR SF LN 205156 70,817 73,102 75,655 502 8.1606 8.5000 5/15/2017 GNMA
36217V6Z2 GNMA 30 YR SF LN 205288 129,034 113,140 134,235 806 8.8655 7.5000 3/15/2017 GNMA
36217WFW7 GNMA 30 YR SF LN 205481 174,089 179,699 185,981 1,233 8.1603 8.5000 4/15/2017 GNMA
36217WZU9 GNMA 30 YR SF LN 206055 62,753 59,184 65,781 418 8.6202 8.0000 3/15/2017 GNMA
36217XBP4 GNMA 30 YR SF LN 206246 198,558 196,145 212,121 1,406 8.6329 8.5000 2/15/2017 GNMA
36217XBV1 GNMA 30 YR SF LN 206252 48,774 50,345 52,106 345 8.1600 8.5000 3/15/2017 GNMA
36217XNA4 GNMA 30 YR SF LN 206585 279,323 275,921 298,404 1,979 8.6327 8.5000 4/15/2017 GNMA
36217XPM6 GNMA 30 YR SF LN 206628 190,595 196,743 203,615 1,350 8.1606 8.5000 5/15/2017 GNMA
36217XRM4 GNMA 30 YR SF LN 206692 128,056 127,517 137,471 960 9.0476 9.0000 11/15/2016 GNMA
36217XTV2 GNMA 30 YR SF LN 206764 100,153 103,381 106,994 709 8.1603 8.5000 4/15/2017 GNMA
36217X2D1 GNMA 30 YR SF LN 206972 143,585 148,208 153,393 1,017 8.1600 8.5000 3/15/2017 GNMA
36217X2D1 GNMA 30 YR SF LN 206972 52,213 53,894 55,780 370 8.1600 8.5000 3/15/2017 GNMA
36217YFU7 GNMA 30 YR SF LN 207279 74,442 76,846 79,527 527 8.1609 8.5000 6/15/2017 GNMA
36217YKP2 GNMA 30 YR SF LN 207402 243,908 251,769 260,569 1,728 8.1603 8.5000 4/15/2017 GNMA
36217YNH7 GNMA 30 YR SF LN 207492 28,252 29,161 30,182 200 8.1596 8.5000 2/15/2017 GNMA
36217YQT8 GNMA 30 YR SF LN 207566 21,295 20,874 22,750 151 8.7164 8.5000 4/15/2017 GNMA
36217YQT8 GNMA 30 YR SF LN 207566 5,940 5,823 6,346 42 8.7164 8.5000 4/15/2017 GNMA
36217YZ84 GNMA 30 YR SF LN 207867 19,903 19,511 21,263 141 8.7164 8.5000 4/15/2017 GNMA
36217Y7G7 GNMA 30 YR SF LN 207995 187,330 176,653 196,369 1,249 8.6191 8.0000 5/15/2017 GNMA
362170DT6 GNMA 30 YR SF LN 208114 65,829 65,027 70,326 466 8.6326 8.5000 5/15/2017 GNMA
362170ES7 GNMA 30 YR SF LN 208145 213,205 220,076 227,769 1,510 8.1603 8.5000 4/15/2017 GNMA
362170GQ9 GNMA 30 YR SF LN 208207 58,800 60,696 62,817 417 8.1603 8.5000 4/15/2017 GNMA
362170SR4 GNMA 30 YR SF LN 208528 151,102 155,972 161,424 1,070 8.1603 8.5000 4/15/2017 GNMA
362170T69 GNMA 30 YR SF LN 208573 227,771 229,298 236,952 1,424 7.4332 7.5000 6/15/2017 GNMA
362170VK5 GNMA 30 YR SF LN 208618 5,109 4,826 5,497 38 9.6325 9.0000 5/15/2018 GNMA
362170VM1 GNMA 30 YR SF LN 208620 26,564 25,139 28,581 199 9.6125 9.0000 4/15/2018 GNMA
362170Y89 GNMA 30 YR SF LN 208735 6,839 6,743 7,346 54 9.6646 9.5000 6/15/2017 GNMA
362170ZM7 GNMA 30 YR SF LN 208748 14,239 14,663 14,926 95 7.6973 8.0000 5/15/2017 GNMA
362171BN9 GNMA 30 YR SF LN 208945 15,845 15,003 17,014 119 9.6155 9.0000 7/15/2017 GNMA
362171HA1 GNMA 30 YR SF LN 209125 45,055 42,738 48,391 338 9.5956 9.0000 6/15/2017 GNMA
362171XK1 GNMA 30 YR SF LN 209582 130,450 134,646 139,361 924 8.1596 8.5000 2/15/2017 GNMA
362171XK1 GNMA 30 YR SF LN 209582 41,437 42,770 44,268 294 8.1596 8.5000 2/15/2017 GNMA
362171ZS2 GNMA 30 YR SF LN 209653 2,427 2,393 2,607 19 9.6645 9.5000 7/15/2017 GNMA
362172CA4 GNMA 30 YR SF LN 209865 6,967 6,869 7,483 55 9.6643 9.5000 9/15/2017 GNMA
</TABLE>
Page 95 of 141
<PAGE> 252
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362172GM4 GNMA 30 YR SF LN 210004 78,392 80,919 83,747 555 8.1603 8.5000 04/15/2017 GNMA
362172GN2 GNMA 30 YR SF LN 210005 118,244 122,055 126,321 838 8.1603 8.5000 04/15/2017 GNMA
362172HU5 GNMA 30 YR SF LN 210043 21,353 20,205 22,974 160 9.6119 9.0000 06/15/2018 GNMA
362172HV3 GNMA 30 YR SF LN 210044 168,644 174,219 179,911 1,195 8.1691 8.5000 10/15/2019 GNMA
362172HW1 GNMA 30 YR SF LN 210045 24,958 24,646 26,625 177 8.6297 8.5000 10/15/2019 GNMA
362172JL3 GNMA 30 YR SF LN 210067 193,820 184,386 208,172 1,454 9.5634 9.0000 05/15/2017 GNMA
362172JL3 GNMA 30 YR SF LN 210067 193,820 184,386 208,172 1,454 9.5634 9.0000 05/15/2017 GNMA
362172JL3 GNMA 30 YR SF LN 210067 193,820 184,386 208,172 1,454 9.5634 9.0000 05/15/2017 GNMA
362172JL3 GNMA 30 YR SF LN 210067 193,820 184,386 208,172 1,454 9.5634 9.0000 05/15/2017 GNMA
362172JL3 GNMA 30 YR SF LN 210067 193,820 184,386 208,172 1,454 9.5634 9.0000 05/15/2017 GNMA
362172JL3 GNMA 30 YR SF LN 210067 193,820 184,386 208,172 1,454 9.5634 9.0000 05/15/2017 GNMA
362172JL3 GNMA 30 YR SF LN 210067 31,644 30,104 33,987 237 9.5634 9.0000 05/15/2017 GNMA
362172JL3 GNMA 30 YR SF LN 210067 193,794 184,361 208,144 1,453 9.5634 9.0000 05/15/2017 GNMA
362172JS8 GNMA 30 YR SF LN 210073 66,328 68,470 70,859 470 8.1609 8.5000 06/15/2017 GNMA
362172UT3 GNMA 30 YR SF LN 210394 111,029 114,614 118,613 786 8.1609 8.5000 06/15/2017 GNMA
362172YE2 GNMA 30 YR SF LN 210509 148,105 145,177 158,222 1,049 8.7162 8.5000 05/15/2017 GNMA
362172YE2 GNMA 30 YR SF LN 210509 35,078 34,384 37,474 248 8.7162 8.5000 05/15/2017 GNMA
3621722F4 GNMA 30 YR SF LN 210574 130,459 113,725 135,718 815 8.9251 7.5000 04/15/2017 GNMA
362173E93 GNMA 30 YR SF LN 210860 20,621 19,585 22,148 155 9.5812 9.0000 06/15/2017 GNMA
362173E93 GNMA 30 YR SF LN 210860 131,457 124,853 141,191 986 9.5812 9.0000 06/15/2017 GNMA
362173RS7 GNMA 30 YR SF LN 211197 133,662 137,970 142,792 947 8.1603 8.5000 04/15/2017 GNMA
362173UX2 GNMA 30 YR SF LN 211298 52,924 54,628 56,539 375 8.1600 8.5000 03/15/2017 GNMA
362173UX2 GNMA 30 YR SF LN 211298 41,974 43,326 44,841 297 8.1600 8.5000 03/15/2017 GNMA
3621734K9 GNMA 30 YR SF LN 211526 295,559 278,713 309,820 1,970 8.6191 8.0000 05/15/2017 GNMA
3621734K9 GNMA 30 YR SF LN 211526 41,002 38,666 42,980 273 8.6191 8.0000 05/15/2017 GNMA
362174AA2 GNMA 30 YR SF LN 211601 42,029 36,585 43,723 263 8.9379 7.5000 05/15/2017 GNMA
362174ER1 GNMA 30 YR SF LN 211744 98,581 93,443 106,066 739 9.5915 9.0000 07/15/2018 GNMA
362174FL3 GNMA 30 YR SF LN 211771 11,057 10,429 11,591 74 8.6202 8.0000 03/15/2017 GNMA
362174JH8 GNMA 30 YR SF LN 211864 137,795 140,693 144,444 919 7.7850 8.0000 06/15/2017 GNMA
362174PY4 GNMA 30 YR SF LN 212039 88,567 91,427 94,617 627 8.1609 8.5000 06/15/2017 GNMA
362174S21 GNMA 30 YR SF LN 212137 241,495 243,109 251,230 1,509 7.4329 7.5000 03/15/2017 GNMA
362175AN1 GNMA 30 YR SF LN 212513 152,467 153,490 158,613 953 7.4332 7.5000 06/15/2017 GNMA
362175D57 GNMA 30 YR SF LN 212624 175,033 176,207 182,089 1,094 7.4333 7.5000 07/15/2017 GNMA
362175S36 GNMA 30 YR SF LN 213038 319,768 301,541 335,197 2,132 8.6191 8.0000 05/15/2017 GNMA
362175T50 GNMA 30 YR SF LN 213072 185,454 191,443 198,122 1,314 8.1609 8.5000 06/15/2017 GNMA
362175ZG9 GNMA 30 YR SF LN 213243 52,800 54,500 56,407 374 8.1600 8.5000 03/15/2017 GNMA
362175ZG9 GNMA 30 YR SF LN 213243 59,400 61,312 63,458 421 8.1600 8.5000 03/15/2017 GNMA
362175Z61 GNMA 30 YR SF LN 213265 138,348 136,665 147,799 980 8.6328 8.5000 03/15/2017 GNMA
3621753X7 GNMA 30 YR SF LN 213314 29,480 28,899 31,494 209 8.7166 8.5000 03/15/2017 GNMA
3621753X7 GNMA 30 YR SF LN 213314 69,401 68,032 74,142 492 8.7166 8.5000 03/15/2017 GNMA
3621753X7 GNMA 30 YR SF LN 213314 23,952 23,480 25,588 170 8.7166 8.5000 03/15/2017 GNMA
3621753Z2 GNMA 30 YR SF LN 213316 65,111 61,773 69,880 488 9.5967 9.0000 03/15/2017 GNMA
3621753Z2 GNMA 30 YR SF LN 213316 63,167 59,824 67,794 474 9.6170 9.0000 03/15/2017 GNMA
3621756Z9 GNMA 30 YR SF LN 213388 2,969 2,821 3,189 22 9.5812 9.0000 06/15/2017 GNMA
362176DK2 GNMA 30 YR SF LN 213506 14,450 14,245 15,521 114 9.6642 9.5000 10/15/2017 GNMA
362176KN8 GNMA 30 YR SF LN 213701 39,728 37,733 42,670 298 9.5812 9.0000 06/15/2017 GNMA
362176SQ3 GNMA 30 YR SF LN 213927 57,501 59,359 61,429 407 8.1613 8.5000 07/15/2017 GNMA
362176T33 GNMA 30 YR SF LN 213970 65,825 67,851 70,699 494 8.6684 9.0000 11/15/2017 GNMA
362178NA9 GNMA 30 YR SF LN 215585 4,574 4,519 4,886 32 8.6327 8.5000 04/15/2017 GNMA
362178U60 GNMA 30 YR SF LN 215805 153,156 150,129 163,618 1,085 8.7162 8.5000 05/15/2017 GNMA
36218AQ77 GNMA 30 YR SF LN 216578 23,155 22,026 24,870 174 9.5628 9.0000 07/15/2017 GNMA
36218AWP0 GNMA 30 YR SF LN 216754 75,659 78,098 80,827 536 8.1603 8.5000 04/15/2017 GNMA
36218AXP9 GNMA 30 YR SF LN 216786 20,201 19,953 21,581 143 8.6318 8.5000 12/15/2017 GNMA
36218BBL0 GNMA 30 YR SF LN 217043 6,140 6,123 6,595 49 9.5320 9.5000 08/15/2017 GNMA
36218BBL0 GNMA 30 YR SF LN 217043 36,838 36,316 39,568 292 9.6644 9.5000 08/15/2017 GNMA
36218BBQ9 GNMA 30 YR SF LN 217047 46,070 45,418 49,485 365 9.6645 9.5000 07/15/2017 GNMA
36218BMU8 GNMA 30 YR SF LN 217371 39,787 39,218 42,726 315 9.6634 9.5000 06/15/2018 GNMA
36218BMV6 GNMA 30 YR SF LN 217372 68,176 64,491 73,353 511 9.6153 9.0000 06/15/2018 GNMA
36218BMX2 GNMA 30 YR SF LN 217374 43,880 41,508 47,212 329 9.6153 9.0000 06/15/2018 GNMA
36218BMX2 GNMA 30 YR SF LN 217374 49,666 46,982 53,437 373 9.6153 9.0000 06/15/2018 GNMA
36218BM53 GNMA 30 YR SF LN 217380 154,395 159,380 164,942 1,094 8.1609 8.5000 06/15/2017 GNMA
</TABLE>
Page 96 of 141
<PAGE> 253
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Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36218BUD7 GNMA 30 YR SF LN 217580 32,205 30,466 34,650 242 9.6156 9.0000 05/15/2018 GNMA
36218BWK9 GNMA 30 YR SF LN 217650 56,528 49,548 58,807 353 8.8636 7.5000 05/15/2017 GNMA
36218CFB6 GNMA 30 YR SF LN 218062 60,602 52,786 63,045 379 8.9310 7.5000 05/15/2017 GNMA
36218CHG3 GNMA 30 YR SF LN 218131 57,266 56,135 61,178 406 8.7162 8.5000 05/15/2017 GNMA
36218CKZ7 GNMA 30 YR SF LN 218212 12,741 11,069 13,255 80 8.9587 7.5000 05/15/2017 GNMA
36218CP25 GNMA 30 YR SF LN 218341 316,367 318,487 329,120 1,977 7.4332 7.5000 06/15/2017 GNMA
36218CP25 GNMA 30 YR SF LN 218341 173,961 175,127 180,973 1,087 7.4332 7.5000 06/15/2017 GNMA
36218DAL7 GNMA 30 YR SF LN 218811 36,195 37,365 38,667 256 8.1609 8.5000 06/15/2017 GNMA
36218DAL7 GNMA 30 YR SF LN 218811 109,879 113,427 117,385 778 8.1609 8.5000 06/15/2017 GNMA
36218DTE3 GNMA 30 YR SF LN 219349 137,271 134,552 146,648 972 8.7158 8.5000 07/15/2017 GNMA
36218DTE3 GNMA 30 YR SF LN 219349 34,559 33,874 36,920 245 8.7158 8.5000 07/15/2017 GNMA
36218DTW3 GNMA 30 YR SF LN 219365 201,581 202,932 209,707 1,260 7.4332 7.5000 06/15/2017 GNMA
36218EPW5 GNMA 30 YR SF LN 220137 70,664 66,844 76,030 530 9.6153 9.0000 06/15/2018 GNMA
36218ET50 GNMA 30 YR SF LN 220272 54,264 53,496 58,286 430 9.6645 9.5000 07/15/2017 GNMA
36218EV65 GNMA 30 YR SF LN 220337 45,713 47,136 49,155 343 8.6764 9.0000 10/15/2019 GNMA
36218E6M8 GNMA 30 YR SF LN 220576 125,002 127,628 131,033 833 7.7848 8.0000 05/15/2017 GNMA
36218FDH8 GNMA 30 YR SF LN 220704 407,975 384,720 427,660 2,720 8.6191 8.0000 05/15/2017 GNMA
36218FDH8 GNMA 30 YR SF LN 220704 50,424 47,550 52,857 336 8.6191 8.0000 05/15/2017 GNMA
36218FEL8 GNMA 30 YR SF LN 220739 5,967 5,676 6,424 45 9.5628 9.0000 07/15/2017 GNMA
36218FEL8 GNMA 30 YR SF LN 220739 10,269 9,768 11,055 77 9.5628 9.0000 07/15/2017 GNMA
36218FK49 GNMA 30 YR SF LN 220915 136,723 141,134 146,063 968 8.1606 8.5000 05/15/2017 GNMA
36218FSC3 GNMA 30 YR SF LN 221115 159,408 156,253 170,297 1,129 8.7160 8.5000 06/15/2017 GNMA
36218FSC3 GNMA 30 YR SF LN 221115 128,796 126,247 137,594 912 8.7160 8.5000 06/15/2017 GNMA
36218FXA1 GNMA 30 YR SF LN 221273 166,079 167,192 172,774 1,038 7.4332 7.5000 06/15/2017 GNMA
36218F3L0 GNMA 30 YR SF LN 221403 15,233 15,549 15,968 102 7.7873 8.0000 04/15/2017 GNMA
36218F3W6 GNMA 30 YR SF LN 221413 121,483 119,079 129,782 861 8.7160 8.5000 06/15/2017 GNMA
36218F3W6 GNMA 30 YR SF LN 221413 72,284 70,854 77,222 512 8.7160 8.5000 06/15/2017 GNMA
36218F7A0 GNMA 30 YR SF LN 221489 60,108 59,256 64,563 476 9.6643 9.5000 09/15/2017 GNMA
36218GNQ5 GNMA 30 YR SF LN 221899 35,463 36,610 37,885 251 8.1613 8.5000 07/15/2017 GNMA
36218GPZ3 GNMA 30 YR SF LN 221940 26,333 25,812 28,132 187 8.7160 8.5000 06/15/2017 GNMA
36218GRN8 GNMA 30 YR SF LN 221993 39,786 37,740 42,722 298 9.5956 9.0000 06/15/2017 GNMA
36218GSB3 GNMA 30 YR SF LN 222014 137,870 130,493 148,079 1,034 9.6186 9.0000 08/15/2017 GNMA
36218GZS8 GNMA 30 YR SF LN 222253 114,357 116,760 119,875 762 7.7848 8.0000 05/15/2017 GNMA
36218HKH6 GNMA 30 YR SF LN 222696 323,652 305,186 339,268 2,158 8.6185 8.0000 06/15/2017 GNMA
36218HPD0 GNMA 30 YR SF LN 222820 77,866 73,662 83,778 584 9.6156 9.0000 05/15/2018 GNMA
36218HP57 GNMA 30 YR SF LN 222844 45,916 43,450 49,402 344 9.6122 9.0000 05/15/2018 GNMA
36218HWX8 GNMA 30 YR SF LN 223062 47,785 49,268 51,354 358 8.6791 9.0000 02/15/2020 GNMA
36218JL40 GNMA 30 YR SF LN 223647 8,185 8,429 8,580 55 7.6973 8.0000 05/15/2017 GNMA
36218JM72 GNMA 30 YR SF LN 223682 54,634 53,854 58,670 433 9.6635 9.5000 05/15/2018 GNMA
36218J4B3 GNMA 30 YR SF LN 224118 5,863 5,791 6,259 42 8.6313 8.5000 05/15/2018 GNMA
36218J5B2 GNMA 30 YR SF LN 224142 8,849 8,371 9,521 66 9.6153 9.0000 06/15/2018 GNMA
36218KDZ7 GNMA 30 YR SF LN 224320 1,079 1,066 1,151 8 8.6298 8.5000 09/15/2019 GNMA
36218KL70 GNMA 30 YR SF LN 224550 85,549 80,668 89,677 570 8.6185 8.0000 06/15/2017 GNMA
36218KPA9 GNMA 30 YR SF LN 224617 167,553 168,678 174,307 1,047 7.4333 7.5000 08/15/2017 GNMA
36218LFW0 GNMA 30 YR SF LN 225281 278,256 280,123 289,472 1,739 7.4333 7.5000 07/15/2017 GNMA
36218LG82 GNMA 30 YR SF LN 225323 27,427 27,351 29,460 217 9.5320 9.5000 07/15/2017 GNMA
36218LL37 GNMA 30 YR SF LN 225446 240,206 241,816 249,889 1,501 7.4332 7.5000 06/15/2017 GNMA
36218LRQ0 GNMA 30 YR SF LN 225595 81,609 80,613 87,184 578 8.6323 8.5000 07/15/2017 GNMA
36218LR64 GNMA 30 YR SF LN 225609 19,122 18,100 20,586 143 9.6189 9.0000 07/15/2017 GNMA
36218LR64 GNMA 30 YR SF LN 225609 21,512 20,362 23,159 161 9.6189 9.0000 07/15/2017 GNMA
36218LR64 GNMA 30 YR SF LN 225609 8,764 8,296 9,435 66 9.6189 9.0000 07/15/2017 GNMA
36218LR64 GNMA 30 YR SF LN 225609 14,341 13,575 15,439 108 9.6189 9.0000 07/15/2017 GNMA
36218LR64 GNMA 30 YR SF LN 225609 13,545 12,821 14,582 102 9.6189 9.0000 07/15/2017 GNMA
36218LR64 GNMA 30 YR SF LN 225609 8,764 8,296 9,435 66 9.6189 9.0000 07/15/2017 GNMA
36218LR64 GNMA 30 YR SF LN 225609 15,935 15,083 17,155 120 9.6189 9.0000 07/15/2017 GNMA
36218LR64 GNMA 30 YR SF LN 225609 11,951 11,313 12,866 90 9.6189 9.0000 07/15/2017 GNMA
36218LR64 GNMA 30 YR SF LN 225609 70,112 66,365 75,479 526 9.6189 9.0000 07/15/2017 GNMA
36218LR64 GNMA 30 YR SF LN 225609 86,047 81,448 92,634 645 9.6189 9.0000 07/15/2017 GNMA
36218LTK1 GNMA 30 YR SF LN 225654 160,382 165,561 171,338 1,136 8.1609 8.5000 06/15/2017 GNMA
36218LT88 GNMA 30 YR SF LN 225675 10,865 10,320 11,670 81 9.5812 9.0000 06/15/2017 GNMA
36218LV28 GNMA 30 YR SF LN 225733 264,781 270,348 277,557 1,765 7.7850 8.0000 06/15/2017 GNMA
</TABLE>
Page 97 of 141
<PAGE> 254
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36218MER0 GNMA 30 YR SF LN 226144 123,235 127,222 131,653 873 8.1616 8.5000 08/15/2017 GNMA
36218MF65 GNMA 30 YR SF LN 226189 144,517 144,112 155,192 1,144 9.5319 9.5000 04/15/2018 GNMA
36218MZB2 GNMA 30 YR SF LN 226738 5,390 5,314 5,788 43 9.6634 9.5000 06/15/2018 GNMA
36218MZT3 GNMA 30 YR SF LN 226754 142,010 134,333 152,793 1,065 9.6153 9.0000 06/15/2018 GNMA
36218M7C1 GNMA 30 YR SF LN 226891 13,529 12,870 14,531 101 9.5631 9.0000 06/15/2017 GNMA
36218M7C1 GNMA 30 YR SF LN 226891 14,324 13,627 15,385 107 9.5631 9.0000 06/15/2017 GNMA
36218M7C1 GNMA 30 YR SF LN 226891 47,748 49,206 51,284 358 8.6679 9.0000 06/15/2017 GNMA
36218NRR4 GNMA 30 YR SF LN 227396 7,455 7,053 8,021 56 9.6159 9.0000 04/15/2018 GNMA
36218N6G1 GNMA 30 YR SF LN 227771 196,509 197,828 204,430 1,228 7.4333 7.5000 08/15/2017 GNMA
36218N6G1 GNMA 30 YR SF LN 227771 125,415 126,257 130,470 784 7.4333 7.5000 08/15/2017 GNMA
36218PDF0 GNMA 30 YR SF LN 227902 97,972 101,043 105,227 735 8.6812 9.0000 03/15/2021 GNMA
36218PF84 GNMA 30 YR SF LN 227991 81,167 83,790 86,712 575 8.1613 8.5000 07/15/2017 GNMA
36218PHZ2 GNMA 30 YR SF LN 228048 139,192 137,488 148,700 986 8.6321 8.5000 09/15/2017 GNMA
36218PMA1 GNMA 30 YR SF LN 228153 15,498 15,980 16,655 116 8.6791 9.0000 02/15/2020 GNMA
36218PX50 GNMA 30 YR SF LN 228500 160,700 158,691 171,436 1,138 8.6298 8.5000 09/15/2019 GNMA
36218QJJ4 GNMA 30 YR SF LN 228965 42,487 41,884 45,636 336 9.6642 9.5000 10/15/2017 GNMA
36218QQ98 GNMA 30 YR SF LN 229180 40,534 41,845 43,303 287 8.1613 8.5000 07/15/2017 GNMA
36218QUB8 GNMA 30 YR SF LN 229278 15,216 14,426 16,371 114 9.5924 9.0000 04/15/2018 GNMA
36218RJ29 GNMA 30 YR SF LN 229881 34,443 34,616 36,105 230 7.9485 8.0000 07/15/2017 GNMA
36218RQE5 GNMA 30 YR SF LN 230053 47,229 44,689 50,815 354 9.6119 9.0000 06/15/2018 GNMA
36218SJK7 GNMA 30 YR SF LN 230766 143,113 147,748 152,889 1,014 8.1619 8.5000 09/15/2017 GNMA
36218SM31 GNMA 30 YR SF LN 230878 1,202 1,199 1,291 10 9.5320 9.5000 09/15/2017 GNMA
36218SSB7 GNMA 30 YR SF LN 231014 52,692 49,861 56,693 395 9.6122 9.0000 05/15/2018 GNMA
36218SSF8 GNMA 30 YR SF LN 231018 25,761 25,393 27,664 204 9.6635 9.5000 05/15/2018 GNMA
36218SU24 GNMA 30 YR SF LN 231101 167,540 164,686 172,879 1,047 7.6541 7.5000 07/15/2023 GNMA
36218SU24 GNMA 30 YR SF LN 231101 167,540 164,686 172,879 1,047 7.6541 7.5000 07/15/2023 GNMA
36218SU24 GNMA 30 YR SF LN 231101 168,385 169,568 173,751 1,052 7.4377 7.5000 07/15/2023 GNMA
36218TYA0 GNMA 30 YR SF LN 232105 72,650 68,727 78,166 545 9.6156 9.0000 05/15/2018 GNMA
36218UJJ5 GNMA 30 YR SF LN 232565 70,277 69,420 75,078 498 8.6324 8.5000 06/15/2017 GNMA
36218VBP7 GNMA 30 YR SF LN 233246 73,204 75,446 78,808 549 8.6699 9.0000 11/15/2017 GNMA
36218VB69 GNMA 30 YR SF LN 233261 5,516 5,501 5,925 44 9.5320 9.5000 10/15/2017 GNMA
36218VTP8 GNMA 30 YR SF LN 233758 29,726 28,120 31,983 223 9.6153 9.0000 06/15/2018 GNMA
36218VTQ6 GNMA 30 YR SF LN 233759 93,875 93,612 100,810 743 9.5318 9.5000 06/15/2018 GNMA
36218VWT6 GNMA 30 YR SF LN 233858 39,016 38,449 41,879 309 9.6615 9.5000 04/15/2020 GNMA
36218VYS6 GNMA 30 YR SF LN 233921 35,593 33,681 38,296 267 9.6122 9.0000 05/15/2018 GNMA
36218VYS6 GNMA 30 YR SF LN 233921 15,912 15,058 17,120 119 9.6122 9.0000 05/15/2018 GNMA
36218VZW6 GNMA 30 YR SF LN 233957 132,335 136,383 142,100 993 8.6691 9.0000 09/15/2017 GNMA
36218WBD2 GNMA 30 YR SF LN 234136 7,429 7,324 7,980 59 9.6642 9.5000 10/15/2017 GNMA
36218WU41 GNMA 30 YR SF LN 234703 8,701 8,578 9,346 69 9.6643 9.5000 09/15/2017 GNMA
36218WZY0 GNMA 30 YR SF LN 234859 212,366 209,761 226,873 1,504 8.6319 8.5000 11/15/2017 GNMA
36218XHJ1 GNMA 30 YR SF LN 235233 161,416 160,957 173,299 1,278 9.5316 9.5000 06/15/2019 GNMA
36218XHT9 GNMA 30 YR SF LN 235242 27,313 25,894 29,387 205 9.5924 9.0000 04/15/2018 GNMA
362180E64 GNMA 30 YR SF LN 236957 49,442 46,772 53,196 371 9.6156 9.0000 05/15/2018 GNMA
362180E72 GNMA 30 YR SF LN 236958 39,440 37,254 42,435 296 9.6325 9.0000 05/15/2018 GNMA
362180E98 GNMA 30 YR SF LN 236960 20,446 19,342 21,998 153 9.6157 9.0000 05/15/2018 GNMA
362180NW7 GNMA 30 YR SF LN 237205 97,128 95,930 103,690 688 8.6313 8.5000 05/15/2018 GNMA
362181D48 GNMA 30 YR SF LN 237823 45,241 45,114 48,583 358 9.5318 9.5000 07/15/2018 GNMA
362181D97 GNMA 30 YR SF LN 237828 44,454 42,054 47,829 333 9.6156 9.0000 05/15/2018 GNMA
362181D97 GNMA 30 YR SF LN 237828 32,981 31,266 35,485 247 9.5921 9.0000 05/15/2018 GNMA
362181ER6 GNMA 30 YR SF LN 237844 18,335 18,902 19,678 138 8.6713 9.0000 07/15/2018 GNMA
362181GF0 GNMA 30 YR SF LN 237898 7,046 6,944 7,563 56 9.6615 9.5000 04/15/2020 GNMA
362181J75 GNMA 30 YR SF LN 237986 13,916 13,165 14,973 104 9.6156 9.0000 05/15/2018 GNMA
3621813G2 GNMA 30 YR SF LN 238499 116,927 115,231 125,535 926 9.6618 9.5000 12/15/2019 GNMA
36219C4R2 GNMA 30 YR SF LN 245732 12,773 12,083 13,743 96 9.6156 9.0000 05/15/2018 GNMA
36219DLM2 GNMA 30 YR SF LN 246132 26,192 25,819 28,127 207 9.6636 9.5000 04/15/2018 GNMA
36219DLN0 GNMA 30 YR SF LN 246133 7,189 6,801 7,735 54 9.6159 9.0000 04/15/2018 GNMA
36219DMJ8 GNMA 30 YR SF LN 246161 8,739 8,285 9,403 66 9.5924 9.0000 04/15/2018 GNMA
36219EL73 GNMA 30 YR SF LN 247050 33,859 32,098 36,430 254 9.5921 9.0000 05/15/2018 GNMA
36219END8 GNMA 30 YR SF LN 247088 7,392 7,008 7,953 55 9.5921 9.0000 05/15/2018 GNMA
36219EQH6 GNMA 30 YR SF LN 247156 200,478 190,037 215,700 1,504 9.5918 9.0000 06/15/2018 GNMA
36219EQH6 GNMA 30 YR SF LN 247156 200,968 190,503 216,228 1,507 9.5918 9.0000 06/15/2018 GNMA
</TABLE>
Page 98 of 141
<PAGE> 255
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36219EQH6 GNMA 30 YR SF LN 247156 204,488 193,838 220,015 1,534 9.5918 9.0000 06/15/2018 GNMA
36219EQH6 GNMA 30 YR SF LN 247156 204,487 193,838 220,014 1,534 9.5918 9.0000 06/15/2018 GNMA
36219ER69 GNMA 30 YR SF LN 247209 60,885 60,016 65,383 482 9.6636 9.5000 04/15/2018 GNMA
36219EUJ7 GNMA 30 YR SF LN 247285 13,606 12,897 14,639 102 9.5915 9.0000 07/15/2018 GNMA
36219E2W9 GNMA 30 YR SF LN 247489 8,205 7,764 8,828 62 9.6119 9.0000 06/15/2018 GNMA
36219FC39 GNMA 30 YR SF LN 247690 7,129 7,351 7,661 53 8.6794 9.0000 03/15/2020 GNMA
36219FVC8 GNMA 30 YR SF LN 248211 121,442 119,713 130,413 961 9.6639 9.5000 01/15/2018 GNMA
36219FZA8 GNMA 30 YR SF LN 248337 54,833 54,158 58,538 388 8.6313 8.5000 05/15/2018 GNMA
36219GCE3 GNMA 30 YR SF LN 248569 27,449 25,965 29,533 206 9.6153 9.0000 06/15/2018 GNMA
36219GCE3 GNMA 30 YR SF LN 248569 31,370 29,630 33,752 235 9.6321 9.0000 06/15/2018 GNMA
36219GR80 GNMA 30 YR SF LN 249011 82,504 81,323 88,599 653 9.6633 9.5000 07/15/2018 GNMA
36219HHY2 GNMA 30 YR SF LN 249647 7,419 7,328 7,920 53 8.6311 8.5000 07/15/2018 GNMA
36219HK69 GNMA 30 YR SF LN 249717 145,533 143,455 156,284 1,152 9.6636 9.5000 04/15/2018 GNMA
36219HZA4 GNMA 30 YR SF LN 250137 111,830 110,232 120,091 885 9.6635 9.5000 05/15/2018 GNMA
36219JGF0 GNMA 30 YR SF LN 250498 232,730 229,857 248,453 1,649 8.6312 8.5000 06/15/2018 GNMA
36219JGK9 GNMA 30 YR SF LN 250502 13,259 12,546 14,266 99 9.6116 9.0000 07/15/2018 GNMA
36219JRW1 GNMA 30 YR SF LN 250801 4,165 3,791 4,446 30 9.5173 8.5000 05/15/2018 GNMA
36219JUN7 GNMA 30 YR SF LN 250889 10,499 9,933 11,296 79 9.6159 9.0000 04/15/2018 GNMA
36219JV63 GNMA 30 YR SF LN 250937 15,701 15,636 16,874 118 9.0440 9.0000 10/15/2020 GNMA
36219KD52 GNMA 30 YR SF LN 251324 8,729 8,257 9,392 65 9.6153 9.0000 06/15/2018 GNMA
36219KW44 GNMA 30 YR SF LN 251867 16,026 16,522 17,243 120 8.6713 9.0000 07/15/2018 GNMA
36219K5R3 GNMA 30 YR SF LN 252056 72,269 68,362 77,756 542 9.6153 9.0000 06/15/2018 GNMA
36219K6L5 GNMA 30 YR SF LN 252075 58,141 54,995 62,556 436 9.6150 9.0000 07/15/2018 GNMA
36219K6L5 GNMA 30 YR SF LN 252075 58,141 54,995 62,556 436 9.6150 9.0000 07/15/2018 GNMA
36219LNU4 GNMA 30 YR SF LN 252503 170,406 168,272 181,791 1,207 8.6296 8.5000 11/15/2019 GNMA
36219MRV6 GNMA 30 YR SF LN 253500 44,990 42,571 48,406 337 9.6119 9.0000 06/15/2018 GNMA
36219MZ96 GNMA 30 YR SF LN 253768 15,622 14,778 16,808 117 9.6153 9.0000 06/15/2018 GNMA
36219MZ96 GNMA 30 YR SF LN 253768 8,521 8,049 9,168 64 9.6321 9.0000 06/15/2018 GNMA
36219MZ96 GNMA 30 YR SF LN 253768 7,811 7,378 8,404 59 9.6321 9.0000 06/15/2018 GNMA
36219PAN5 GNMA 30 YR SF LN 254813 58,767 55,587 63,229 441 9.6150 9.0000 07/15/2018 GNMA
36219QL43 GNMA 30 YR SF LN 256047 50,093 47,400 53,897 376 9.6119 9.0000 06/15/2018 GNMA
36219QTE3 GNMA 30 YR SF LN 256249 85,022 80,421 91,478 638 9.6150 9.0000 07/15/2018 GNMA
36219QYB3 GNMA 30 YR SF LN 256406 41,533 41,415 44,591 329 9.5316 9.5000 07/15/2019 GNMA
36219RA43 GNMA 30 YR SF LN 256627 16,294 16,798 17,531 122 8.6717 9.0000 08/15/2018 GNMA
36219RFV8 GNMA 30 YR SF LN 256780 959,568 956,280 969,164 5,198 6.5262 6.5000 09/01/2028 GNMA
36219RFV8 GNMA 30 YR SF LN 256780 47,832 47,669 48,310 259 6.5262 6.5000 09/01/2028 GNMA
36219TJC2 GNMA 30 YR SF LN 258659 53,578 55,237 57,646 402 8.6728 9.0000 11/15/2018 GNMA
36219UCC6 GNMA 30 YR SF LN 259367 106,539 105,012 114,409 843 9.6631 9.5000 09/15/2018 GNMA
36219UYC2 GNMA 30 YR SF LN 260007 3,621 3,426 3,896 27 9.6119 9.0000 06/15/2018 GNMA
36219U6N9 GNMA 30 YR SF LN 260177 36,789 36,685 39,497 291 9.5317 9.5000 01/15/2019 GNMA
36219WTG5 GNMA 30 YR SF LN 261651 15,329 15,109 16,461 121 9.6631 9.5000 09/15/2018 GNMA
36219XC97 GNMA 30 YR SF LN 262096 49,003 46,449 52,724 368 9.5915 9.0000 07/15/2018 GNMA
362191KU1 GNMA 30 YR SF LN 264107 27,549 27,153 29,577 218 9.6627 9.5000 01/15/2019 GNMA
362191UL0 GNMA 30 YR SF LN 264387 48,801 48,664 52,394 386 9.5317 9.5000 01/15/2019 GNMA
362191Z27 GNMA 30 YR SF LN 264561 13,718 13,520 14,728 109 9.6626 9.5000 03/15/2019 GNMA
362194WN8 GNMA 30 YR SF LN 267153 28,683 28,329 30,621 203 8.6308 8.5000 10/15/2018 GNMA
3621944L3 GNMA 30 YR SF LN 267327 25,035 24,675 26,878 198 9.6627 9.5000 01/15/2019 GNMA
362195EL9 GNMA 30 YR SF LN 267539 96,581 96,308 103,691 765 9.5317 9.5000 01/15/2019 GNMA
362195PE3 GNMA 30 YR SF LN 267821 33,012 34,608 35,519 248 8.4916 9.0000 06/15/2018 GNMA
362195X20 GNMA 30 YR SF LN 268097 36,185 35,665 38,849 286 9.6626 9.5000 02/15/2019 GNMA
362196EZ6 GNMA 30 YR SF LN 268452 67,950 66,973 72,969 538 9.6628 9.5000 12/15/2018 GNMA
362196GL5 GNMA 30 YR SF LN 268503 69,868 72,037 75,129 524 8.6748 9.0000 05/15/2019 GNMA
3621963J4 GNMA 30 YR SF LN 269101 39,009 38,524 41,615 276 8.6303 8.5000 03/15/2019 GNMA
362198PX5 GNMA 30 YR SF LN 270538 27,202 27,125 29,205 215 9.5316 9.5000 07/15/2019 GNMA
362198SS3 GNMA 30 YR SF LN 270629 28,059 26,194 28,953 175 8.1260 7.5000 07/15/2023 GNMA
362199RZ6 GNMA 30 YR SF LN 271504 25,429 25,357 27,301 201 9.5317 9.5000 03/15/2019 GNMA
362199Y47 GNMA 30 YR SF LN 271731 35,621 35,104 38,243 282 9.6618 9.5000 12/15/2019 GNMA
362199Y47 GNMA 30 YR SF LN 271731 36,965 36,429 39,686 293 9.6618 9.5000 12/15/2019 GNMA
362199ZN4 GNMA 30 YR SF LN 271749 102,174 105,363 109,804 766 8.6782 9.0000 04/15/2020 GNMA
36220AN68 GNMA 30 YR SF LN 272313 82,276 81,246 87,773 583 8.6296 8.5000 11/15/2019 GNMA
36220A5Y7 GNMA 30 YR SF LN 272763 132,609 136,743 142,512 995 8.6776 9.0000 02/15/2020 GNMA
</TABLE>
Page 99 of 141
<PAGE> 256
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36220BZY2 GNMA 30 YR SF LN 273559 105,119 104,668 113,034 788 9.0458 9.0000 10/15/2019 GNMA
36220BZY2 GNMA 30 YR SF LN 273559 52,442 52,218 56,391 393 9.0458 9.0000 10/15/2019 GNMA
36220CAG6 GNMA 30 YR SF LN 273707 47,504 46,817 51,001 376 9.6621 9.5000 08/15/2019 GNMA
36220CN72 GNMA 30 YR SF LN 274114 14,313 14,272 15,367 113 9.5316 9.5000 07/15/2019 GNMA
36220CN72 GNMA 30 YR SF LN 274114 14,313 14,272 15,367 113 9.5316 9.5000 07/15/2019 GNMA
36220CPY1 GNMA 30 YR SF LN 274139 81,530 81,181 87,669 611 9.0459 9.0000 09/15/2019 GNMA
36220CPY1 GNMA 30 YR SF LN 274139 26,927 26,812 28,955 202 9.0459 9.0000 09/15/2019 GNMA
36220CP54 GNMA 30 YR SF LN 274144 8,137 8,036 8,681 58 8.6297 8.5000 10/15/2019 GNMA
36220C5Y3 GNMA 30 YR SF LN 274563 25,423 25,106 27,122 180 8.6299 8.5000 08/15/2019 GNMA
36220ERH2 GNMA 30 YR SF LN 275988 4,178 4,127 4,457 30 8.6296 8.5000 11/15/2019 GNMA
36220ER66 GNMA 30 YR SF LN 276009 3,261 3,214 3,500 26 9.6616 9.5000 02/15/2020 GNMA
36220E5G8 GNMA 30 YR SF LN 276347 31,013 30,564 33,296 246 9.6621 9.5000 08/15/2019 GNMA
36220E6C6 GNMA 30 YR SF LN 276367 35,870 36,981 38,571 269 8.6775 9.0000 09/15/2019 GNMA
36220FHJ6 GNMA 30 YR SF LN 276633 61,915 61,740 66,473 490 9.5316 9.5000 07/15/2019 GNMA
36220FHJ6 GNMA 30 YR SF LN 276633 61,915 61,740 66,473 490 9.5316 9.5000 07/15/2019 GNMA
36220FHJ6 GNMA 30 YR SF LN 276633 61,925 61,749 66,484 490 9.5316 9.5000 07/15/2019 GNMA
36220FL36 GNMA 30 YR SF LN 276746 58,425 57,695 62,328 414 8.6297 8.5000 10/15/2019 GNMA
36220FW67 GNMA 30 YR SF LN 277069 46,515 46,315 49,989 349 9.0457 9.0000 05/15/2020 GNMA
36220FW67 GNMA 30 YR SF LN 277069 26,165 26,052 28,119 196 9.0457 9.0000 05/15/2020 GNMA
36220FW75 GNMA 30 YR SF LN 277070 41,051 42,330 44,117 308 8.6773 9.0000 01/15/2020 GNMA
36220FXH2 GNMA 30 YR SF LN 277080 56,927 56,099 61,104 451 9.6616 9.5000 03/15/2020 GNMA
36220F2V5 GNMA 30 YR SF LN 277188 30,964 30,577 33,033 219 8.6297 8.5000 10/15/2019 GNMA
36220F2W3 GNMA 30 YR SF LN 277189 77,972 80,398 83,843 585 8.6760 9.0000 09/15/2019 GNMA
36220GAW2 GNMA 30 YR SF LN 277321 75,683 75,468 81,255 599 9.5317 9.5000 05/15/2019 GNMA
36220GDA7 GNMA 30 YR SF LN 277397 113,789 117,545 121,391 806 8.1685 8.5000 08/15/2019 GNMA
36220GET5 GNMA 30 YR SF LN 277446 30,525 30,144 32,564 216 8.6297 8.5000 10/15/2019 GNMA
36220GYQ9 GNMA 30 YR SF LN 278019 14,899 14,713 15,894 106 8.6297 8.5000 10/15/2019 GNMA
36220HB58 GNMA 30 YR SF LN 278260 4,946 4,884 5,276 35 8.6298 8.5000 09/15/2019 GNMA
36220HB90 GNMA 30 YR SF LN 278264 9,402 9,285 10,030 67 8.6300 8.5000 07/15/2019 GNMA
36220HHG8 GNMA 30 YR SF LN 278431 51,048 50,830 54,892 383 9.0458 9.0000 10/15/2019 GNMA
36220HHG8 GNMA 30 YR SF LN 278431 17,771 17,696 19,109 133 9.0458 9.0000 10/15/2019 GNMA
36220HVP2 GNMA 30 YR SF LN 278822 13,833 13,661 14,757 98 8.6298 8.5000 09/15/2019 GNMA
36220HVW7 GNMA 30 YR SF LN 278829 8,128 8,027 8,671 58 8.6297 8.5000 10/15/2019 GNMA
36220JC53 GNMA 30 YR SF LN 279192 147,500 146,868 158,607 1,106 9.0459 9.0000 09/15/2019 GNMA
36220JC53 GNMA 30 YR SF LN 279192 26,029 25,918 27,989 195 9.0459 9.0000 09/15/2019 GNMA
36220JJ23 GNMA 30 YR SF LN 279381 19,628 19,383 20,939 139 8.6298 8.5000 09/15/2019 GNMA
36220JMQ6 GNMA 30 YR SF LN 279467 158,121 156,143 168,685 1,120 8.6297 8.5000 10/15/2019 GNMA
36220JPN0 GNMA 30 YR SF LN 279529 61,807 61,033 65,936 438 8.6295 8.5000 12/15/2019 GNMA
36220JQK5 GNMA 30 YR SF LN 279558 20,846 20,586 22,239 148 8.6296 8.5000 11/15/2019 GNMA
36220JQ74 GNMA 30 YR SF LN 279578 35,043 36,129 37,682 263 8.6785 9.0000 12/15/2019 GNMA
36220JT71 GNMA 30 YR SF LN 279674 18,049 17,972 19,408 135 9.0458 9.0000 10/15/2019 GNMA
36220JWT9 GNMA 30 YR SF LN 279758 105,827 104,502 112,897 750 8.6296 8.5000 11/15/2019 GNMA
36220J2N5 GNMA 30 YR SF LN 279881 67,482 66,503 72,450 534 9.6618 9.5000 12/15/2019 GNMA
36220J3Y0 GNMA 30 YR SF LN 279915 21,646 21,333 23,240 171 9.6621 9.5000 08/15/2019 GNMA
36220KGM9 GNMA 30 YR SF LN 280204 33,128 34,160 35,623 248 8.6767 9.0000 11/15/2019 GNMA
36220KKZ5 GNMA 30 YR SF LN 280312 142,720 140,932 152,255 1,011 8.6295 8.5000 12/15/2019 GNMA
36220KQD8 GNMA 30 YR SF LN 280452 24,818 25,592 26,687 186 8.6767 9.0000 11/15/2019 GNMA
36220KUQ4 GNMA 30 YR SF LN 280591 50,526 49,792 54,233 400 9.6617 9.5000 01/15/2020 GNMA
</TABLE>
Page 100 of 141
<PAGE> 257
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36220LWQ0 GNMA 30 YR SF LN 281555 168,974 166,862 180,263 1,197 8.6298 8.5000 09/15/2019 GNMA
36220LW31 GNMA 30 YR SF LN 281566 30,740 31,697 33,055 231 8.6764 9.0000 10/15/2019 GNMA
36220LW56 GNMA 30 YR SF LN 281568 51,707 53,317 55,601 388 8.6764 9.0000 10/15/2019 GNMA
36220L2Q3 GNMA 30 YR SF LN 281683 99,677 98,431 106,336 706 8.6297 8.5000 10/15/2019 GNMA
36220L4Z1 GNMA 30 YR SF LN 281740 5,568 5,487 5,978 44 9.6619 9.5000 11/15/2019 GNMA
36220MZL6 GNMA 30 YR SF LN 282547 22,899 22,802 24,623 172 9.0458 9.0000 10/15/2019 GNMA
36220MZL6 GNMA 30 YR SF LN 282547 106,864 106,406 114,911 801 9.0458 9.0000 10/15/2019 GNMA
36220M4A4 GNMA 30 YR SF LN 282617 72,243 71,341 77,070 512 8.6298 8.5000 09/15/2019 GNMA
36220M4U0 GNMA 30 YR SF LN 282635 17,936 17,712 19,134 127 8.6297 8.5000 10/15/2019 GNMA
36220M4V8 GNMA 30 YR SF LN 282636 12,049 12,424 12,956 90 8.6764 9.0000 10/15/2019 GNMA
36220M4X4 GNMA 30 YR SF LN 282638 15,086 14,868 16,197 119 9.6620 9.5000 10/15/2019 GNMA
36220NAG2 GNMA 30 YR SF LN 282707 19,755 19,509 21,075 140 8.6296 8.5000 11/15/2019 GNMA
36220NGW1 GNMA 30 YR SF LN 282913 63,106 65,075 67,819 473 8.6779 9.0000 03/15/2020 GNMA
36220NKQ9 GNMA 30 YR SF LN 283003 34,213 33,715 36,723 271 9.6615 9.5000 04/15/2020 GNMA
36220NR33 GNMA 30 YR SF LN 283206 19,581 19,498 21,055 147 9.0458 9.0000 11/15/2019 GNMA
36220NR33 GNMA 30 YR SF LN 283206 113,566 113,079 122,118 852 9.0458 9.0000 11/15/2019 GNMA
36220NUP0 GNMA 30 YR SF LN 283290 30,306 31,783 32,588 227 8.5012 9.0000 12/15/2019 GNMA
36220PJC7 GNMA 30 YR SF LN 283859 21,516 22,188 23,123 161 8.6779 9.0000 03/15/2020 GNMA
36220QAZ3 GNMA 30 YR SF LN 284524 212,614 211,728 228,492 1,595 9.0441 9.0000 07/15/2020 GNMA
36220QBA7 GNMA 30 YR SF LN 284533 13,012 13,417 13,992 98 8.6770 9.0000 12/15/2019 GNMA
36220QCQ1 GNMA 30 YR SF LN 284579 26,387 27,210 28,374 198 8.6770 9.0000 12/15/2019 GNMA
36220QEY2 GNMA 30 YR SF LN 284651 60,479 61,622 63,250 403 7.8171 8.0000 02/15/2020 GNMA
36220QGR5 GNMA 30 YR SF LN 284708 75,680 74,579 81,233 599 9.6616 9.5000 03/15/2020 GNMA
36220QJ68 GNMA 30 YR SF LN 284785 94,785 94,377 101,864 711 9.0457 9.0000 02/15/2020 GNMA
36220QJ68 GNMA 30 YR SF LN 284785 14,708 14,645 15,806 110 9.0457 9.0000 02/15/2020 GNMA
36220QVW7 GNMA 30 YR SF LN 285129 18,569 18,337 19,810 132 8.6295 8.5000 12/15/2019 GNMA
36220Q5Y2 GNMA 30 YR SF LN 285363 65,130 64,182 69,909 516 9.6615 9.5000 04/15/2020 GNMA
36220Q5Y2 GNMA 30 YR SF LN 285363 56,560 55,737 60,710 448 9.6615 9.5000 04/15/2020 GNMA
36220RQ68 GNMA 30 YR SF LN 285877 66,368 66,082 71,324 498 9.0457 9.0000 03/15/2020 GNMA
36220RQ68 GNMA 30 YR SF LN 285877 73,308 72,993 78,783 550 9.0457 9.0000 03/15/2020 GNMA
36220RT65 GNMA 30 YR SF LN 285973 21,094 21,004 22,669 158 9.0458 9.0000 01/15/2020 GNMA
36220RT65 GNMA 30 YR SF LN 285973 2,876 2,865 3,091 22 9.0458 9.0000 01/15/2020 GNMA
36220RUN6 GNMA 30 YR SF LN 285989 4,336 4,471 4,660 33 8.6788 9.0000 01/15/2020 GNMA
36220RU97 GNMA 30 YR SF LN 286008 2,732 2,817 2,936 20 8.6791 9.0000 02/15/2020 GNMA
36220RWL8 GNMA 30 YR SF LN 286051 22,531 22,434 24,214 169 9.0455 9.0000 09/15/2020 GNMA
36220RWL8 GNMA 30 YR SF LN 286051 67,748 67,455 72,807 508 9.0455 9.0000 09/15/2020 GNMA
36220R7J1 GNMA 30 YR SF LN 286297 37,025 38,174 39,790 278 8.6791 9.0000 02/15/2020 GNMA
36220SNM4 GNMA 30 YR SF LN 286696 87,939 90,686 94,506 660 8.6787 9.0000 06/15/2020 GNMA
36220TCT9 GNMA 30 YR SF LN 287282 87,295 86,918 93,814 655 9.0455 9.0000 10/15/2020 GNMA
36220TCT9 GNMA 30 YR SF LN 287282 10,789 10,743 11,595 81 9.0455 9.0000 10/15/2020 GNMA
36220TGZ1 GNMA 30 YR SF LN 287416 176,346 173,779 189,285 1,396 9.6615 9.5000 04/15/2020 GNMA
36220TVN1 GNMA 30 YR SF LN 287821 8,151 8,405 8,760 61 8.6805 9.0000 07/15/2020 GNMA
36220T3N2 GNMA 30 YR SF LN 288005 32,372 33,382 34,790 243 8.6779 9.0000 03/15/2020 GNMA
36220UBG5 GNMA 30 YR SF LN 288139 24,995 24,631 26,829 198 9.6615 9.5000 04/15/2020 GNMA
36220UBG5 GNMA 30 YR SF LN 288139 4,803 4,734 5,155 38 9.6615 9.5000 04/15/2020 GNMA
36220VTX7 GNMA 30 YR SF LN 289566 6,184 6,377 6,646 46 8.6811 9.0000 09/15/2020 GNMA
36220W6X0 GNMA 30 YR SF LN 290786 21,306 21,972 22,897 160 8.6787 9.0000 06/15/2020 GNMA
362200US4 GNMA 30 YR SF LN 293193 47,076 48,542 50,592 353 8.6814 9.0000 10/15/2020 GNMA
362200ZA8 GNMA 30 YR SF LN 293337 6,190 6,165 6,652 46 9.0440 9.0000 10/15/2020 GNMA
362200ZN0 GNMA 30 YR SF LN 293349 53,080 54,742 57,044 398 8.6804 9.0000 12/15/2020 GNMA
3622015N1 GNMA 30 YR SF LN 294353 7,263 7,490 7,801 54 8.6830 9.0000 04/15/2021 GNMA
362202B93 GNMA 30 YR SF LN 294464 39,138 40,360 42,036 294 8.6827 9.0000 03/15/2021 GNMA
362202MR1 GNMA 30 YR SF LN 294768 105,346 104,891 113,213 790 9.0455 9.0000 10/15/2020 GNMA
362202RV7 GNMA 30 YR SF LN 294900 41,610 41,436 44,717 312 9.0440 9.0000 08/15/2020 GNMA
362202UF8 GNMA 30 YR SF LN 294982 17,772 18,329 19,099 133 8.6804 9.0000 12/15/2020 GNMA
362203CU3 GNMA 30 YR SF LN 295383 38,738 38,577 41,631 291 9.0441 9.0000 07/15/2020 GNMA
362204FD6 GNMA 30 YR SF LN 296364 6,270 6,244 6,738 47 9.0440 9.0000 09/15/2020 GNMA
362204KD0 GNMA 30 YR SF LN 296492 30,302 31,251 32,565 227 8.6802 9.0000 11/15/2020 GNMA
362204QB8 GNMA 30 YR SF LN 296650 5,747 5,723 6,176 43 9.0440 9.0000 11/15/2020 GNMA
</TABLE>
Page 101 of 141
<PAGE> 258
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
362205E51 GNMA 30 YR SF LN 297256 30,975 31,941 33,288 232 8.6819 9.0000 12/15/2020 GNMA
3622052W5 GNMA 30 YR SF LN 297889 24,824 25,602 26,662 186 8.6812 9.0000 03/15/2021 GNMA
3622064V3 GNMA 30 YR SF LN 298836 12,533 12,926 13,461 94 8.6810 9.0000 02/15/2021 GNMA
362207JH6 GNMA 30 YR SF LN 299164 17,948 18,508 19,288 135 8.6819 9.0000 12/15/2020 GNMA
362207UM2 GNMA 30 YR SF LN 299488 40,679 41,951 43,691 305 8.6840 9.0000 08/15/2021 GNMA
362207ZN5 GNMA 30 YR SF LN 299649 17,848 17,771 19,170 134 9.0454 9.0000 01/15/2021 GNMA
362207ZN5 GNMA 30 YR SF LN 299649 48,075 47,867 51,635 361 9.0454 9.0000 01/15/2021 GNMA
362207ZN5 GNMA 30 YR SF LN 299649 42,655 42,471 45,814 320 9.0454 9.0000 01/15/2021 GNMA
362208SY7 GNMA 30 YR SF LN 300335 30,734 30,601 33,010 231 9.0454 9.0000 01/15/2021 GNMA
362208SY7 GNMA 30 YR SF LN 300335 118,811 118,297 127,609 891 9.0454 9.0000 01/15/2021 GNMA
362208TV2 GNMA 30 YR SF LN 300364 18,117 18,682 19,459 136 8.6830 9.0000 04/15/2021 GNMA
362209JG4 GNMA 30 YR SF LN 300963 45,792 45,601 49,212 343 9.0440 9.0000 11/15/2020 GNMA
362209NP9 GNMA 30 YR SF LN 301098 14,820 14,757 15,917 111 9.0454 9.0000 01/15/2021 GNMA
362209NP9 GNMA 30 YR SF LN 301098 47,864 47,657 51,408 359 9.0454 9.0000 01/15/2021 GNMA
36223AND0 GNMA 30 YR SF LN 301988 78,323 80,777 84,123 587 8.6810 9.0000 02/15/2021 GNMA
36223APM8 GNMA 30 YR SF LN 302028 44,217 45,598 47,491 332 8.6830 9.0000 04/15/2021 GNMA
36223CTC2 GNMA 30 YR SF LN 303947 40,166 41,420 43,140 301 8.6830 9.0000 04/15/2021 GNMA
36223CZK7 GNMA 30 YR SF LN 304146 8,670 9,096 9,312 65 8.5098 9.0000 07/15/2021 GNMA
36223CZK7 GNMA 30 YR SF LN 304146 39,977 41,940 42,937 300 8.5098 9.0000 07/15/2021 GNMA
36223DZY5 GNMA 30 YR SF LN 305059 47,135 48,616 50,625 354 8.6828 9.0000 09/15/2021 GNMA
36223EPP3 GNMA 30 YR SF LN 305630 50,359 52,830 54,088 378 8.5085 9.0000 04/15/2021 GNMA
36223FDV0 GNMA 30 YR SF LN 306216 29,858 30,795 32,069 224 8.6820 9.0000 06/15/2021 GNMA
36223GQ93 GNMA 30 YR SF LN 307480 14,580 15,038 15,660 109 8.6815 9.0000 04/15/2021 GNMA
36223GVY2 GNMA 30 YR SF LN 307631 34,036 35,104 36,556 255 8.6815 9.0000 04/15/2021 GNMA
36223HQ75 GNMA 30 YR SF LN 308378 147,916 137,495 152,630 924 8.1672 7.5000 05/15/2023 GNMA
36223JWH2 GNMA 30 YR SF LN 309448 79,372 80,883 82,944 529 7.8202 8.0000 07/15/2021 GNMA
36223KEH9 GNMA 30 YR SF LN 309836 98,057 102,871 105,318 735 8.5098 9.0000 07/15/2021 GNMA
36223K7A2 GNMA 30 YR SF LN 310589 23,191 23,919 24,908 174 8.6825 9.0000 08/15/2021 GNMA
36223K7L8 GNMA 30 YR SF LN 310599 13,352 13,772 14,341 100 8.6828 9.0000 09/15/2021 GNMA
36223LA81 GNMA 30 YR SF LN 310631 22,172 22,866 23,814 166 8.6845 9.0000 10/15/2021 GNMA
36223LQ50 GNMA 30 YR SF LN 311076 8,097 8,351 8,697 61 8.6835 9.0000 06/15/2021 GNMA
36223LS33 GNMA 30 YR SF LN 311138 122,832 125,174 128,359 819 7.8210 8.0000 12/15/2021 GNMA
36223ML53 GNMA 30 YR SF LN 311848 146,911 148,749 153,522 979 7.8819 8.0000 12/15/2021 GNMA
36223SVH3 GNMA 30 YR SF LN 316616 78,829 79,816 82,376 526 7.8819 8.0000 12/15/2021 GNMA
36223TRH6 GNMA 30 YR SF LN 317388 31,566 32,169 32,986 210 7.8210 8.0000 12/15/2021 GNMA
36223UXW3 GNMA 15 YR SF LN 318493 68,153 70,003 69,706 398 6.5746 7.0000 04/15/2007 GNMA
36223UXW3 GNMA 15 YR SF LN 318493 203,281 208,798 207,914 1,186 6.5746 7.0000 04/15/2007 GNMA
36223VKB1 GNMA 30 YR SF LN 318990 81,738 83,296 85,416 545 7.8209 8.0000 11/15/2021 GNMA
36223VTK2 GNMA 30 YR SF LN 319254 73,001 74,392 76,286 487 7.8207 8.0000 10/15/2021 GNMA
36223WQE7 GNMA 30 YR SF LN 320053 450,332 453,491 464,684 2,815 7.4375 7.5000 03/15/2023 GNMA
36223WQE7 GNMA 30 YR SF LN 320053 91,113 91,753 94,017 569 7.4375 7.5000 03/15/2023 GNMA
36223WQE7 GNMA 30 YR SF LN 320053 26,111 26,295 26,943 163 7.4375 7.5000 03/15/2023 GNMA
36223WQE7 GNMA 30 YR SF LN 320053 430,604 433,624 444,327 2,691 7.4375 7.5000 03/15/2023 GNMA
36223WQ31 GNMA 30 YR SF LN 320074 16,812 15,628 17,348 105 8.1672 7.5000 05/15/2023 GNMA
36223WQ31 GNMA 30 YR SF LN 320074 63,145 58,696 65,157 395 8.1672 7.5000 05/15/2023 GNMA
36224DP41 GNMA 30 YR SF LN 325443 23,115 24,253 24,711 173 8.5129 9.0000 03/15/2022 GNMA
36224EGG2 GNMA 30 YR SF LN 326099 61,570 57,232 63,532 385 8.1666 7.5000 06/15/2023 GNMA
36224EGG2 GNMA 30 YR SF LN 326099 14,563 13,537 15,027 91 8.1666 7.5000 06/15/2023 GNMA
36224HMH6 GNMA 15 YR SF LN 328960 105,551 108,819 108,255 616 6.5425 7.0000 12/15/2007 GNMA
36224H2F2 GNMA 30 YR SF LN 329374 95,787 90,556 98,031 559 7.4913 7.0000 12/15/2022 GNMA
36224JMR0 GNMA 30 YR SF LN 329868 169,717 157,768 175,126 1,061 8.1682 7.5000 03/15/2023 GNMA
36224JM58 GNMA 30 YR SF LN 329880 98,201 91,285 101,331 614 8.1677 7.5000 04/15/2023 GNMA
36224JZC9 GNMA 30 YR SF LN 330239 604,470 564,297 623,734 3,778 8.1265 7.5000 06/15/2023 GNMA
36224LJH1 GNMA 30 YR SF LN 331564 546,529 550,363 563,947 3,416 7.4375 7.5000 03/15/2023 GNMA
36224LJH1 GNMA 30 YR SF LN 331564 546,529 550,363 563,947 3,416 7.4375 7.5000 03/15/2023 GNMA
36224LJH1 GNMA 30 YR SF LN 331564 147,666 148,702 152,372 923 7.4375 7.5000 03/15/2023 GNMA
36224MKQ7 GNMA 30 YR SF LN 332503 43,440 40,383 44,824 272 8.1688 7.5000 02/15/2023 GNMA
36224MMD4 GNMA 30 YR SF LN 332556 179,629 166,983 185,354 1,123 8.1682 7.5000 03/15/2023 GNMA
36224M6G5 GNMA 30 YR SF LN 333071 11,205 11,758 11,979 84 8.5148 9.0000 08/15/2022 GNMA
36224PJQ2 GNMA 30 YR SF LN 334271 62,639 58,229 64,635 392 8.1682 7.5000 03/15/2023 GNMA
36224PJQ2 GNMA 30 YR SF LN 334271 12,635 11,746 13,038 79 8.1682 7.5000 03/15/2023 GNMA
</TABLE>
Page 102 of 141
<PAGE> 259
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36224PRQ3 GNMA 30 YR SF LN 334495 186,353 176,178 190,719 1,087 7.4917 7.0000 11/15/2022 GNMA
36224PUK2 GNMA 30 YR SF LN 334586 374,960 377,590 386,910 2,344 7.4375 7.5000 03/15/2023 GNMA
36224PUK2 GNMA 30 YR SF LN 334586 125,370 126,250 129,366 784 7.4375 7.5000 03/15/2023 GNMA
36224PVN5 GNMA 30 YR SF LN 334621 22,600 21,009 23,320 141 8.1672 7.5000 05/15/2023 GNMA
36224PVN5 GNMA 30 YR SF LN 334621 20,135 18,717 20,777 126 8.1672 7.5000 05/15/2023 GNMA
36224PYY8 GNMA 30 YR SF LN 334727 22,884 21,362 23,613 143 8.1250 7.5000 09/15/2023 GNMA
36224P2S6 GNMA 30 YR SF LN 334785 171,844 163,105 173,616 931 6.9186 6.5000 08/15/2025 GNMA
36224QKC9 GNMA 30 YR SF LN 335191 575,761 537,441 594,111 3,599 8.1240 7.5000 11/15/2023 GNMA
36224QNX0 GNMA 30 YR SF LN 335306 282,170 261,836 285,167 1,528 7.1150 6.5000 04/15/2024 GNMA
36224QNX0 GNMA 30 YR SF LN 335306 227,918 211,494 230,338 1,235 7.1150 6.5000 04/15/2024 GNMA
36224Q5X0 GNMA 30 YR SF LN 335762 335,454 337,807 346,145 2,097 7.4375 7.5000 03/15/2023 GNMA
36224Q5X0 GNMA 30 YR SF LN 335762 335,454 337,807 346,145 2,097 7.4375 7.5000 03/15/2023 GNMA
36224SMM1 GNMA 15 YR SF LN 337064 88,174 90,716 90,419 514 6.5871 7.0000 05/15/2008 GNMA
36224SMM1 GNMA 15 YR SF LN 337064 524,284 539,396 537,632 3,058 6.5871 7.0000 05/15/2008 GNMA
36224SUW0 GNMA 30 YR SF LN 337297 301,267 281,275 310,868 1,883 8.1292 7.5000 01/15/2023 GNMA
36224TQM5 GNMA 30 YR SF LN 338060 184,606 172,353 190,489 1,154 8.1286 7.5000 02/15/2023 GNMA
36224UER4 GNMA 30 YR SF LN 338644 19,822 18,428 20,454 124 8.1693 7.5000 01/15/2023 GNMA
36224UHU4 GNMA 30 YR SF LN 338743 146,183 135,888 150,842 914 8.1677 7.5000 04/15/2023 GNMA
36224UJL2 GNMA 30 YR SF LN 338767 534,993 499,438 552,043 3,344 8.1265 7.5000 06/15/2023 GNMA
36224UKA4 GNMA 30 YR SF LN 338789 249,994 232,370 257,961 1,562 8.1661 7.5000 07/15/2023 GNMA
36224UKA4 GNMA 30 YR SF LN 338789 90,977 84,929 93,876 569 8.1260 7.5000 07/15/2023 GNMA
36224UY84 GNMA 30 YR SF LN 339235 238,264 239,935 245,857 1,489 7.4375 7.5000 04/15/2023 GNMA
36224UY84 GNMA 30 YR SF LN 339235 12,768 12,858 13,175 80 7.4375 7.5000 04/15/2023 GNMA
36224UY84 GNMA 30 YR SF LN 339235 236,169 237,826 243,696 1,476 7.4375 7.5000 04/15/2023 GNMA
36224UY84 GNMA 30 YR SF LN 339235 18,453 18,583 19,041 115 7.4375 7.5000 04/15/2023 GNMA
36224VBP9 GNMA 30 YR SF LN 339446 518,957 482,408 535,496 3,243 8.1677 7.5000 04/15/2023 GNMA
36224VBP9 GNMA 30 YR SF LN 339446 86,459 80,370 89,214 540 8.1677 7.5000 04/15/2023 GNMA
36224VNE1 GNMA 15 YR SF LN 339789 19,532 20,094 20,029 114 6.5853 7.0000 04/15/2008 GNMA
36224WNW9 GNMA 30 YR SF LN 340705 444,453 447,570 458,618 2,778 7.4375 7.5000 03/15/2023 GNMA
36224WNW9 GNMA 30 YR SF LN 340705 63,911 64,359 65,948 399 7.4375 7.5000 03/15/2023 GNMA
36224WNW9 GNMA 30 YR SF LN 340705 135,790 136,742 140,118 849 7.4375 7.5000 03/15/2023 GNMA
36224WNW9 GNMA 30 YR SF LN 340705 173,907 175,127 179,449 1,087 7.4375 7.5000 03/15/2023 GNMA
36224WNW9 GNMA 30 YR SF LN 340705 194,931 196,298 201,143 1,218 7.4375 7.5000 03/15/2023 GNMA
36224WSJ3 GNMA 30 YR SF LN 340821 154,909 144,614 159,846 968 8.1265 7.5000 06/15/2023 GNMA
36224W4K6 GNMA 30 YR SF LN 341126 153,682 143,468 158,580 961 8.1265 7.5000 06/15/2023 GNMA
36224XPV7 GNMA 30 YR SF LN 341636 432,452 435,485 446,234 2,703 7.4375 7.5000 03/15/2023 GNMA
36224XPV7 GNMA 30 YR SF LN 341636 114,730 115,535 118,386 717 7.4375 7.5000 03/15/2023 GNMA
36224XPV7 GNMA 30 YR SF LN 341636 75,163 75,690 77,558 470 7.4375 7.5000 03/15/2023 GNMA
36224XX89 GNMA 15 YR SF LN 341903 222,750 229,142 228,457 1,299 6.5836 7.0000 03/15/2008 GNMA
36224XX89 GNMA 15 YR SF LN 341903 415,391 427,312 426,033 2,423 6.5836 7.0000 03/15/2008 GNMA
36224YQD4 GNMA 30 YR SF LN 342552 208,492 193,814 215,137 1,303 8.1682 7.5000 03/15/2023 GNMA
36224YUY3 GNMA 15 YR SF LN 342699 218,137 224,348 223,691 1,272 6.5920 7.0000 05/15/2008 GNMA
36224YU23 GNMA 30 YR SF LN 342701 468,093 435,115 483,011 2,926 8.1672 7.5000 05/15/2023 GNMA
36224YVE6 GNMA 30 YR SF LN 342713 24,296 22,682 25,070 152 8.1265 7.5000 06/15/2023 GNMA
36224YXN4 GNMA 30 YR SF LN 342785 295,083 278,971 301,997 1,721 7.4917 7.0000 11/15/2022 GNMA
36224YZQ5 GNMA 30 YR SF LN 342851 58,266 60,387 62,259 437 8.6405 9.0000 02/15/2023 GNMA
36224YZZ5 GNMA 30 YR SF LN 342860 96,391 99,438 102,997 723 8.6872 9.0000 04/15/2023 GNMA
36225AA83 GNMA 30 YR SF LN 780031 33,614,975 32,930,095 34,402,574 196,087 7.1742 7.0000 07/15/2024 GNMA
36225AA83 GNMA 30 YR SF LN 780031 33,614,975 32,879,967 34,402,574 196,087 7.1872 7.0000 07/15/2024 GNMA
36225AA83 GNMA 30 YR SF LN 780031 2,508,161 2,457,059 2,566,927 14,631 7.1742 7.0000 07/15/2024 GNMA
36225AA91 GNMA 30 YR SF LN 780032 36,934,791 34,803,149 37,338,488 200,063 6.9844 6.5000 08/15/2024 GNMA
36225AA91 GNMA 30 YR SF LN 780032 36,934,791 34,803,149 37,338,488 200,063 6.9844 6.5000 08/15/2024 GNMA
36225AA91 GNMA 30 YR SF LN 780032 22,083,659 20,748,176 22,325,033 119,620 7.0087 6.5000 08/15/2024 GNMA
36225ABK5 GNMA 30 YR SF LN 780042 402,466 416,813 419,820 2,683 7.6830 8.0000 01/15/2025 GNMA
36225AB58 GNMA 30 YR SF LN 780060 343,066 355,296 357,859 2,287 7.6833 8.0000 02/15/2025 GNMA
36225AB82 GNMA 15 YR SF LN 780063 101,781 104,740 104,372 594 6.5938 7.0000 09/15/2008 GNMA
36225AKZ2 GNMA 30 YR SF LN 780312 346,800 333,891 344,414 1,734 6.2866 6.0000 01/15/2026 GNMA
36225AR69 GNMA 30 YR SF LN 780509 148,151 147,644 149,678 802 6.5266 6.5000 02/15/2027 GNMA
36225ATB6 GNMA 30 YR SF LN 780546 348,949 352,548 359,742 2,181 7.4128 7.5000 04/15/2027 GNMA
36225AVG2 GNMA 30 YR SF LN 780615 668,095 665,806 674,983 3,619 6.5265 6.5000 08/15/2027 GNMA
36225AVG2 GNMA 30 YR SF LN 780615 963,459 960,158 973,392 5,219 6.5265 6.5000 08/15/2027 GNMA
</TABLE>
Page 103 of 141
<PAGE> 260
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36225AVG2 GNMA 30 YR SF LN 780615 963,459 960,158 973,392 5,219 6.5265 6.5000 08/15/2027 GNMA
36225AVG2 GNMA 30 YR SF LN 780615 963,459 960,158 973,392 5,219 6.5265 6.5000 08/15/2027 GNMA
36225AVG2 GNMA 30 YR SF LN 780615 895,823 892,754 905,059 4,852 6.5265 6.5000 08/15/2027 GNMA
36225A2C3 GNMA 30 YR SF LN 780771 166,813 165,775 165,665 834 6.0481 6.0000 05/15/2024 GNMA
36227TAG2 GS ESCROW CORP SR NTS 2,300,000 2,289,911 2,266,121 64,847 7.1138 7.0000 08/01/2003 PBOB
36227TAG2 GS ESCROW CORP SR NTS 1,150,000 1,138,449 1,133,061 32,424 7.2616 7.0000 08/01/2003 PBOB
36228CAA1 GSMSC 1996-PL CL A1 6,378,573 6,378,167 6,550,029 37,315 7.0205 7.0200 02/15/2027 CMBS
36228CAB9 GSMSC 1996-PL CL A2 10,000,000 9,997,403 10,603,100 61,750 7.4122 7.4100 02/15/2027 CMBS
36228CAN3 GS MTG SECS CORP II SER 1997GL 17,000,000 18,027,646 18,407,770 98,317 6.4892 6.9400 07/13/2030 CMBS
362311AE2 G T E CALIFORNIA INC DEB D 10,000,000 9,725,063 11,078,200 116,667 7.4134 7.0000 05/01/2008 PBOB
362320AP8 G T E CORP DEB 5,000,000 4,952,502 5,603,000 85,417 10.3606 10.2500 11/01/2020 PBOB
362320AT0 G T E CORP DEB 500,000 497,008 640,740 7,292 8.8113 8.7500 11/01/2021 PBOB
362320AW3 G T E CORP DEB 5,000,000 5,000,000 5,523,450 164,583 7.9000 7.9000 02/01/2027 PBOB
362320AW3 G T E CORP DEB 8,000,000 8,000,000 8,837,520 263,333 7.9000 7.9000 02/01/2027 PBOB
362335AD3 G T E HAWAIIAN TEL CO INC DEB 11,500,000 11,444,255 12,752,695 282,708 7.4592 7.3750 09/01/2006 PBOB
36867@AA2 ELECTRONIC DATA SYSTEMS CORP. 5,000,000 5,000,000 5,112,400 83,822 6.5600 6.5600 09/30/2005 PROB
368836AA0 GEN AMER TRANSN CORP NEW DEP 8,000,000 8,324,935 8,894,240 238,500 8.6465 10.1250 03/15/2002 PBOB
368836B#8 GEN AMER TRANSN CORP NEW MTN 6,000,000 6,241,179 6,850,920 224,400 8.7463 9.9000 03/31/2003 PBOB
369622CH6 GEN ELEC CAPITAL CORP DEB 20,000,000 21,885,395 23,513,800 442,500 6.9638 8.8500 04/01/2005 PBOB
37042RSZ6 GEN MTRS ACCEP CORP MTN 5,000,000 5,184,785 5,657,850 104,688 7.6104 8.3750 02/22/2005 PBOB
37042WKP5 GEN MTRS ACCEP CORP MTN 32,000,000 31,912,459 33,964,160 560,000 7.0582 7.0000 10/25/2004 PBOB
37311*AA4 GEORGIA ALLTEL TELECOM INC 4,050,000 4,050,000 4,396,275 81,506 8.0500 8.0500 10/01/2009 PROB
373200AC8 GEORGIA GULF CORP NTS 15,000,000 14,969,619 15,539,250 146,146 7.6635 7.6250 11/15/2005 PBOB
373298BB3 GEORGIA PACIFIC CORP NTS 7,000,000 7,430,227 7,743,470 30,956 7.8835 9.9500 06/15/2002 PBOB
373298BE7 GEORGIA PACIFIC CORP DEB 11,925,000 14,447,861 14,482,078 94,406 6.9869 9.5000 12/01/2011 PBOB
373298BE7 GEORGIA PACIFIC CORP DEB 6,000,000 7,344,338 7,286,580 47,500 6.8575 9.5000 12/01/2011 PBOB
373298BP2 GEORGIA PACIFIC GROUP BDS 24,000,000 23,881,388 23,684,640 145,000 7.2910 7.2500 06/01/2028 PBOB
37516#AA3 GIFFORDS BROOK FUNDING,LP 4,755,641 4,755,642 4,833,634 56,592 6.8000 6.8000 04/28/2013 PROB
37936*AB7 GLOBAL TELESYSTEMS LTD. 3,896,314 3,862,233 3,896,314 785 7.5413 7.2500 05/31/2002 PROB
382388AK2 GOODRICH B.F. NTS 5,000,000 4,991,209 5,084,650 68,083 6.4755 6.4500 04/15/2008 PBOB
382388AL0 GOODRICH B.F. CO 5,000,000 4,970,645 5,006,550 73,889 7.0443 7.0000 04/15/2038 PBOB
3837H03S0 GNR CMO SERS 1997-16 CL PI 39,838,000 39,213,227 40,137,582 215,789 6.6234 6.5000 11/20/2026 CMO
3837H05M1 GNR 1997-18 CL J 30,700,000 31,088,200 31,227,426 179,083 6.8989 7.0000 11/20/2027 CMO
3837H1E64 GNR 1998-22 CL PC 25,000,000 25,034,694 25,358,250 135,417 6.4893 6.5000 02/20/2027 CMO
3837H1HJ3 GNR 98-10 B 27,682,000 27,891,756 28,265,260 161,478 6.9375 7.0000 08/20/2025 CMO
3837H1RZ6 GNR 1998-18 CL PH 20,627,000 20,614,222 20,923,410 111,730 6.5048 6.5000 11/20/2026 CMO
3837H1UK5 GNR 98-19 CL C 41,770,000 41,225,554 42,192,712 226,254 6.6123 6.5000 02/20/2021 CMO
3837H1VX6 GNR 1998-21 CL PG 25,000,000 25,026,179 25,357,500 135,417 6.4916 6.5000 09/20/2024 CMO
38375@AV7 GOVT TR CTFS CL 2-H 210,672 204,885 207,525 0 9.9292 0.0000 04/15/1999 PROB
38375@AW5 GOVT TR CTFS CL 2-H 197,719 183,192 189,666 0 9.9292 0.0000 10/15/1999 PROB
38375@AX3 GOVT TR CTFS CL 2-H 184,766 163,093 172,592 0 9.9292 0.0000 04/15/2000 PROB
38375TAA1 BANK OF SCOTLAND BNDS 9,500,000 9,494,122 9,500,000 75,736 7.0045 7.0000 11/29/2049 PBOB
384897AE4 GRAMERCY 98-A CL C 5,700,000 5,698,313 5,653,716 93,528 8.9592 8.9500 10/25/2002 ABOB
386088AG3 GRAND MET INVT CORP BD 25,000,000 17,700,874 18,823,500 0 7.0014 0.0000 01/06/2004 PBOB
389406B@7 GRAYBAR ELECTRIC COMPANY 6,800,000 6,800,000 6,402,608 37,683 6.6500 6.6500 06/01/2013 PROB
390064AG8 GREAT ATLANTIC & PACIFIC TEA 9,100,000 9,304,962 8,878,961 148,886 7.3818 7.7500 04/15/2007 PBOB
390064AG8 GREAT ATLANTIC & PACIFIC TEA 10,000,000 10,108,756 9,757,100 163,611 7.5709 7.7500 04/15/2007 PBOB
398037AQ4 GREYHOUND FINL CORP NTS 6,000,000 5,970,646 6,137,460 108,750 7.4904 7.2500 04/01/2001 PBOB
40048CAA1 GROUPO MINERO MEX 4,300,000 4,278,109 3,827,000 88,688 8.3300 8.2500 04/01/2008 PBOB
40048TAC0 GRUPO IMSA SA 2,700,000 2,699,278 2,430,000 60,947 8.9361 8.9300 09/30/2004 PBOB
40048TAC0 GRUPO IMSA SA 1,680,000 1,697,493 1,512,000 37,923 8.6959 8.9300 09/30/2004 PBOB
40049#AE5 GRUPO MEXICO EXPORT MASTER 3,400,000 3,400,000 3,587,340 2,672 9.4300 9.4300 10/28/2011 PROB
40218LAJ6 GULF CANADA RESOURCES SR NTS 1,150,000 1,144,974 1,146,999 12,039 8.4602 8.3750 11/15/2005 PBOB
40423QAG2 HMH PROPERTIES 4,600,000 4,584,599 4,623,000 21,594 8.5006 8.4500 12/01/2008 PBOB
40621PAA7 HALLIBURTON CO 3,500,000 3,492,496 3,769,010 98,438 6.7672 6.7500 02/01/2027 PBOB
406216AH4 HALLIBURTON CO DE 11,000,000 11,487,313 13,898,060 363,611 8.3091 8.7500 02/15/2021 PBOB
406216AH4 HALLIBURTON CO DE 5,000,000 5,225,633 6,317,300 165,278 8.3012 8.7500 02/15/2021 PBOB
40624@AA8 HALLMARK CARDS INC SR NTS SERS 10,000,000 10,000,000 10,795,700 376,128 8.5700 8.5700 07/23/2002 PROB
40624@AA8 HALLMARK CARDS INC SR NTS SERS 1,666,666 1,732,699 1,799,283 62,688 7.2866 8.5700 07/23/2002 PROB
413875AD7 HARRIS CORP NTS 10,000,000 9,996,979 10,205,700 277,083 6.6551 6.6500 08/01/2006 PBOB
413875AE5 HARRIS CORP DEB 12,000,000 11,942,304 12,311,040 387,333 7.0400 7.0000 01/15/2026 PBOB
</TABLE>
Page 104 of 141
<PAGE> 261
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
413875AE5 HARRIS CORP DEB 8,000,000 7,961,536 8,207,360 258,222 7.0400 7.0000 01/15/2026 PBOB
413875AF2 HARRIS CORP DEB 15,000,000 15,010,259 15,462,300 396,875 6.3448 6.3500 02/01/2028 PBOB
416592AB9 HARTFORD LIFE 10,130,000 10,639,403 10,870,098 31,966 6.3231 7.1000 06/15/2007 PBOB
416592AC7 HARTFORD LIFE DEB 5,000,000 5,696,246 5,642,400 17,000 6.5631 7.6500 06/15/2027 PBOB
416592AC7 HARTFORD LIFE DEB 10,000,000 11,352,862 11,284,800 34,000 6.5910 7.6500 06/15/2027 PBOB
41885#AA8 HATFIELD INC SR NTS 6,000,000 6,000,000 6,122,400 162,520 7.1700 7.1700 02/15/2007 PROB
42232#AE8 HEARST CORP SR NTS SERS B 17,000,000 17,000,000 19,516,510 686,729 8.3100 8.3100 07/06/2009 PROB
42232#AF5 HEARST CORP SR NTS SERS C 17,000,000 17,000,000 19,975,510 702,431 8.5000 8.5000 07/06/2014 PROB
42247#AA9 HEAVEN HILL DISTILLERIES INC 7,142,857 7,142,857 7,200,143 44,196 6.7500 6.7500 05/28/2003 PROB
423324AC6 HELLENIC REPUBLIC NTS 10,000,000 9,965,185 10,804,200 225,875 7.0021 6.9500 03/04/2008 PBOB
423324AC6 HELLENIC REPUBLIC NTS 10,000,000 9,965,185 10,804,200 225,875 7.0021 6.9500 03/04/2008 PBOB
423324AC6 HELLENIC REPUBLIC NTS 13,000,000 13,266,567 14,045,460 293,638 6.6479 6.9500 03/04/2008 PBOB
427866AK4 HERSHEY FOODS COMPANY 25,000,000 25,000,000 27,916,000 656,389 6.9500 6.9500 08/15/2012 PBOB
428040AZ2 HERTZ CORP SR NTS 5,200,000 5,025,858 5,227,768 130,000 7.7721 6.0000 02/01/2001 PBOB
428040AZ2 HERTZ CORP SR NTS 3,600,000 3,436,012 3,619,224 90,000 8.4299 6.0000 02/01/2001 PBOB
428040AZ2 HERTZ CORP SR NTS 5,290,000 5,049,028 5,318,249 132,250 8.4299 6.0000 02/01/2001 PBOB
428040BA6 HERTZ CORP SR NTS 7,000,000 6,893,288 7,184,660 103,444 7.7400 7.0000 04/15/2001 PBOB
428040BF5 HERTZ CORP NTS SR 11,000,000 10,965,901 11,131,010 88,550 6.3507 6.3000 11/15/2006 PBOB
428040BF5 HERTZ CORP NTS SR 3,000,000 2,990,700 3,035,730 24,150 6.3507 6.3000 11/15/2006 PBOB
431573AA2 HILLENBRAND INDS INC NTS 11,500,000 11,490,551 13,877,165 81,458 8.5106 8.5000 12/01/2011 PBOB
431573AA2 HILLENBRAND INDS INC NTS 8,500,000 8,493,016 10,257,035 60,208 8.5106 8.5000 12/01/2011 PBOB
43439PAC9 HOECHST CELANESE CORP MTN 4,000,000 3,978,364 4,393,880 30,000 7.6155 7.5000 11/25/2004 PBOB
434393AC8 HOECHST CELANESE CORP NTS 1,950,000 1,920,151 1,969,715 49,766 6.4833 6.1250 02/01/2004 PBOB
435572AC6 HOLLINGER INTL PUBLISHING SR 2,160,000 2,151,021 2,295,000 54,855 8.7132 8.6250 03/15/2005 PBOB
435572AC6 HOLLINGER INTL PUBLISHING SR 240,000 239,002 255,000 6,095 8.7132 8.6250 03/15/2005 PBOB
436429A#1 HOLNAM INC. 15,000,000 15,000,000 14,793,000 28,333 6.8000 6.8000 12/21/2008 PROB
438506AP2 HONEYWELL INC DISC NTS 20,000,000 19,952,276 22,174,600 300,833 7.1606 7.1250 04/15/2008 PBOB
441560AB5 HOUGHTON MIFFLIN CO 10,000,000 9,985,669 10,023,300 233,333 7.0258 7.0000 03/01/2006 PBOB
441812FQ2 HOUSEHOLD FIN CORP NTS 6,000,000 5,924,241 6,384,600 142,500 7.3681 7.1250 09/01/2005 PBOB
441812GD0 HOUSEHOLD FINANCE CORP 5,000,000 5,006,495 5,208,100 39,722 6.4820 6.5000 11/15/2008 PBOB
444482B@1 HUGHES SUPPLY INC SR NTS 25,000,000 25,000,000 26,572,500 171,361 7.9600 7.9600 05/30/2011 PROB
448699AA6 HYDER PLC 4,000,000 3,996,010 4,125,800 12,222 6.8901 6.8750 12/15/2007 PBOB
448699AA6 HYDER PLC 4,000,000 3,996,010 4,125,800 12,222 6.8901 6.8750 12/15/2007 PBOB
448814CF8 HYDRO-QUEBEC DEB FU GTD 5,000,000 5,831,961 7,546,850 244,792 9.5015 11.7500 02/01/2012 PBOB
448814CX9 HYDRO-QUEBEC DEB GW GTD 10,000,000 9,614,440 11,249,400 449,583 0.2133 9.7500 01/15/2018 PBOB
448814DC4 HYDRO QUEBEC DEB FG GTF 5,785,000 6,185,308 7,346,950 40,977 7.8986 8.5000 12/01/2029 PBOB
448814DC4 HYDRO QUEBEC DEB FG GTF 5,000,000 5,342,340 6,350,000 35,417 7.9046 8.5000 12/01/2029 PBOB
44949RA*3 I E S UTILS INC COLL TR 6,000,000 6,000,000 6,137,340 118,575 7.6500 7.6500 03/28/2000 PROB
449669AJ9 IMC GLOBAL INC NTS 25,000,000 24,947,645 24,158,250 755,069 6.5926 6.5500 01/15/2005 PBOB
449669AK6 IMC GLOBAL INC NTS SER 144A 7,000,000 6,965,359 6,313,580 235,628 7.3414 7.3000 01/15/2028 PBOB
449901AC1 ICI NORTH AMER INC DEB 8,500,000 8,254,541 9,584,855 96,392 9.4024 8.8750 11/15/2006 PBOB
449901AC1 ICI NORTH AMER INC DEB 6,000,000 5,826,735 6,765,780 68,042 9.4024 8.8750 11/15/2006 PBOB
449901AC1 ICI NORTH AMER INC DEB 9,000,000 10,041,321 10,148,670 102,063 6.9423 8.8750 11/15/2006 PBOB
45138LAB9 IDAHO PWR CO SECD MTN 10,000,000 9,351,423 10,327,200 106,667 8.2092 6.4000 05/01/2003 PBOB
45138LAB9 IDAHO PWR CO SECD MTN 2,000,000 1,878,220 2,065,440 21,333 8.0942 6.4000 05/01/2003 PBOB
451380AT6 IDAHO PWR CO 1ST MTGE 5,000,000 4,976,792 5,531,600 237,500 9.5509 9.5000 01/01/2021 PBOB
45186WAC4 ILLINOIS CENTRAL RR MTN 10,000,000 9,987,116 10,922,500 321,856 7.0003 6.9800 07/12/2007 PBOB
45186WAC4 ILLINOIS CENTRAL RR MTN 5,000,000 5,007,083 5,461,250 160,928 6.9577 6.9800 07/12/2007 PBOB
451866ST5 ILLINOIS CENTRAL RR CO NTS 8,000,000 8,301,505 8,730,160 103,333 7.0030 7.7500 05/01/2005 PBOB
45686XBC6 INGERSOLL RAND MTN 12,000,000 12,129,123 12,737,400 385,673 6.7365 6.9700 08/11/2004 PBOB
456866AJ1 INGERSOLL RAND 10,000,000 9,773,800 10,447,300 54,000 6.6631 6.4800 06/01/2025 PBOB
45716*100 INGRAM OHIO BARGE CO TRST CTFS 1,500,000 1,500,000 1,247,460 48,278 6.9800 6.9800 01/15/2002 PROB
458665AE6 INTERFACE INC 1,840,000 1,839,895 1,729,600 33,580 7.3009 7.3000 04/01/2008 PBOB
458665AE6 INTERFACE INC 460,000 461,883 432,400 8,395 7.2385 7.3000 04/01/2008 PBOB
459056JW8 INTL BANK FOR RECON & DEV WASH 1,000,000 1,022,268 1,390,250 42,653 9.0009 9.2500 07/15/2017 PBOB
459056JW8 INTL BANK FOR RECON & DEV WASH 500,000 510,779 695,125 21,326 9.0087 9.2500 07/15/2017 PBOB
459200AG6 IBM CORP DEB 10,000,000 11,032,528 12,676,800 139,583 7.3957 8.3750 11/01/2019 PBOB
459200AM3 IBM CORP NTS 5,000,000 4,505,041 5,576,400 59,306 7.8933 7.0000 10/30/2025 PBOB
459200AM3 IBM CORP NTS 2,000,000 1,809,174 2,230,560 23,722 7.8583 7.0000 10/30/2025 PBOB
459200AN1 IBM CORP 5,000,000 4,467,265 5,616,800 59,306 7.8608 7.0000 10/30/2045 PBOB
459200B#7 IBM GULFSTREAM TRUST NO.N780F 9,157,021 9,157,022 9,157,021 1,559 6.1300 6.1300 07/02/2023 PROB
</TABLE>
Page 105 of 141
<PAGE> 262
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
45974VJH2 INTL LEASE FIN CORP MTN 10,000,000 10,442,945 10,772,100 176,278 6.7390 8.3500 02/04/2002 PBOB
460146AP8 INTL PAPER NTS 3,000,000 2,910,474 2,977,020 34,375 7.1332 6.8750 11/01/2023 PBOB
460321AC6 INTL SHIPHOLDING CORP SR NTS 1,560,000 1,552,529 1,505,400 25,523 7.8264 7.7500 10/15/2007 PBOB
46055NA*7 INTERNATIONAL WALLCOVERINGS LT 30,000,000 30,000,000 27,000,000 23,367 7.0100 7.0100 12/27/2007 PROB
462416AN8 I E S UTILS INC (IOWA ELEC LT 8,000,000 7,872,474 7,884,160 140,000 7.1381 7.0000 10/01/2023 PBOB
462416AN8 I E S UTILS INC (IOWA ELEC LT 4,000,000 3,936,237 3,942,080 70,000 7.1381 7.0000 10/01/2023 PBOB
46360QAA7 IRVINE APARTMENT 15,000,000 14,891,930 13,629,750 262,500 7.1120 7.0000 10/01/2007 PBOB
46360QAA7 IRVINE APARTMENT 5,000,000 4,963,977 4,543,250 87,500 7.1120 7.0000 10/01/2007 PBOB
46361@AC8 THE IRVINE COMPANY 5,000,000 5,000,000 5,113,550 25,747 7.1300 7.1300 11/05/2007 PROB
465138FY6 ISRAEL ST DLR BD 1,000,000 1,000,000 1,051,270 6,500 7.8000 7.8000 05/31/2004 PROB
466313A*4 JABIL CIRCUIT INC SR NTS 10,000,000 10,000,000 10,088,200 59,331 6.8900 6.8900 05/30/2004 PROB
46648@AA7 J.M. HUBER CORPORATION 37,000,000 37,000,000 38,371,220 426,949 6.8100 6.8100 10/30/2007 PROB
47116RAA0 JASMINE SUBMARINE 14,540,550 14,540,550 11,098,802 106,216 8.4830 8.4830 05/30/2011 PBOB
47580*AB5 JELD-WEN INC SR NTS 16,000,000 16,000,000 16,536,320 244,800 7.6500 7.6500 10/19/2005 PROB
476556BP9 JERSEY CENTRAL PWR & LT CO 1ST 6,250,000 5,784,833 6,312,500 111,328 8.8025 7.1250 10/01/2004 PBOB
476556BQ7 JERSEY CENTRAL PWR & LT CO 1ST 6,000,000 5,962,341 6,060,000 63,750 6.5437 6.3750 05/01/2003 PBOB
478366AE7 JOHNSON CONTROLS INC NTS 4,000,000 3,992,543 4,523,280 102,667 7.7204 7.7000 03/01/2015 PBOB
478366AE7 JOHNSON CONTROLS INC NTS 10,000,000 9,981,357 11,308,200 256,667 7.7204 7.7000 03/01/2015 PBOB
478366AE7 JOHNSON CONTROLS INC NTS 20,000,000 19,962,713 22,616,400 513,333 7.7204 7.7000 03/01/2015 PBOB
478366AF4 JOHNSON CONTROLS INC 3,500,000 3,294,094 3,604,405 20,271 7.4003 6.9500 12/01/2045 PBOB
47922*AD8 JOHNSON S C & SON INC SERS A 2,666,666 2,666,667 2,768,666 8,996 7.5900 7.5900 12/15/2002 PROB
480206AJ0 JONES INTERCABLE NTS 1,190,000 1,264,231 1,279,250 33,725 7.4025 9.6250 03/15/2002 PBOB
480206AK7 JONES INTERCABLE 1,200,000 1,233,585 1,302,000 26,625 8.3979 8.8750 04/01/2007 PBOB
480206AK7 JONES INTERCABLE 480,000 494,811 520,800 10,650 8.3500 8.8750 04/01/2007 PBOB
480206AL5 JONES INTERCABLE NTS 2,300,000 2,268,455 2,369,000 37,024 7.8356 7.6250 04/15/2008 PBOB
480206AL5 JONES INTERCABLE NTS 1,260,000 1,266,164 1,297,800 20,283 7.5508 7.6250 04/15/2008 PBOB
48258@AD8 KMSIII REALTY LTD PARTNERSHIP 5,100,397 5,100,398 4,769,177 28,659 7.7800 7.7800 01/05/2009 PROB
482620AU5 K N ENERGY INC SR NTS 20,000,000 19,955,612 19,900,400 443,333 6.6945 6.6500 03/01/2005 PBOB
482620AW1 KN ENERGY INC DEB 10,000,000 10,084,918 9,833,000 241,667 7.1801 7.2500 03/01/2028 PBOB
48267*AB3 KPMG PEAT MARWICK LLP 6,000,000 6,000,000 6,053,700 1,072 6.4300 6.4300 07/22/2008 PROB
48305RBM2 KAISER FOUNDATION HEALTH PLAN 5,000,000 5,000,000 5,042,200 62,583 7.5100 7.5100 05/20/1999 PBOB
485188E*3 KANSAS CITY SOUTHERN RY CO CSA 6,330,724 6,330,724 6,857,377 24,085 8.5600 8.5600 12/15/2006 ABOB
49138PAA4 KENTUCKY PWR CO SECD MTN 3,000,000 2,998,810 3,218,280 44,750 8.9690 8.9500 05/10/2001 PBOB
49228RAB9 KERN RIVER FDG CORP SR NTS B 12,000,000 12,000,000 12,232,200 203,840 6.7200 6.7200 09/30/2001 PROB
49246#AA5 KERRY FOODS INC NTS SERS A 13,000,000 13,000,000 13,118,820 239,937 6.7800 6.7800 09/23/2000 PROB
49246#AB3 KERRY FOODS INC NTS SERS B 3,000,000 3,000,000 3,065,820 58,718 7.1900 7.1900 09/23/2003 PROB
49246#AB3 KERRY FOODS INC NTS SERS B 3,000,000 3,000,000 3,065,820 58,718 7.1900 7.1900 09/23/2003 PROB
49246#AB3 KERRY FOODS INC NTS SERS B 6,000,000 6,000,000 6,131,640 117,437 7.1900 7.1900 09/23/2003 PROB
49446QAK7 KIMCO REALTY 3,000,000 2,975,504 2,967,750 50,475 6.8880 6.7300 06/30/2005 PBOB
49446QAK7 KIMCO REALTY 4,750,000 4,711,215 4,698,938 79,919 6.8880 6.7300 06/30/2005 PBOB
49446QAK7 KIMCO REALTY 1,000,000 993,379 989,250 16,825 6.8580 6.7300 06/30/2005 PBOB
499040AD5 KNIGHT RIDDER INC NTS 7,000,000 8,236,011 9,150,330 145,931 7.3938 9.8750 04/15/2009 PBOB
500630AD0 KOREAN DEVELOPMENT BK 10,000,000 9,754,676 9,590,000 329,167 8.8262 7.9000 02/01/2002 PBOB
500630AJ7 KOREAN DEVELOPMENT BK 3,500,000 3,154,004 2,991,100 19,688 8.6809 6.7500 12/01/2005 PBOB
500630AM0 KOREAN DEVELOPMENT BK 7,000,000 6,535,876 6,403,600 64,847 8.4782 7.2500 05/15/2006 PBOB
500630AM0 KOREAN DEVELOPMENT BK 5,000,000 4,630,654 4,574,000 46,319 8.6250 7.2500 05/15/2006 PBOB
500630AS7 KOREAN DEVELOPMENT BK 13,550,000 12,748,175 12,274,945 288,690 8.7125 7.3750 09/17/2004 PBOB
500631AA4 KOREA ELEC PWR CORP DEB 4,069,000 3,803,351 3,680,817 162,760 10.2667 8.0000 07/01/2002 PBOB
500631AC0 KOREA ELEC PWR CORP GLOBAL BDS 10,000,000 8,762,758 8,575,000 53,125 9.5901 6.3750 12/01/2003 PBOB
500631AC0 KOREA ELEC PWR CORP GLOBAL BDS 2,600,000 2,281,502 2,229,500 13,813 9.5556 6.3750 12/01/2003 PBOB
500631AC0 KOREA ELEC PWR CORP GLOBAL BDS 4,383,000 3,761,429 3,758,423 23,285 10.1061 6.3750 12/01/2003 PBOB
500631AM8 KOREA ELECTRIC POWER 144A 6,000,000 6,000,000 5,949,600 150,000 10.0000 10.0000 04/01/2001 PROB
501044BF7 KROGER CO SR NTS 2,600,000 2,687,249 2,928,926 97,709 7.5580 8.1500 07/15/2006 PBOB
501044BJ9 KROGER CO BDS 9,000,000 8,947,685 9,167,220 191,250 6.4600 6.3750 03/01/2008 PBOB
50170*AA7 MCDONALD'S CORPORATION 10,000,000 10,000,000 10,804,400 384,733 7.9600 7.9600 01/07/2005 PROB
501773AA3 LB COML CONDUIT MTGE 9,000,693 9,094,232 9,298,886 10,717 6.9213 7.1440 08/25/2004 CMBS
501773AA3 LB COML CONDUIT MTGE 4,418,522 4,459,060 4,564,908 5,261 6.9473 7.1440 08/25/2004 CMBS
501773AM7 LB COML CONDUIT MTGE TR SERS 13,709,251 13,891,068 14,510,420 84,723 7.1864 7.4160 06/25/2006 CMBS
501773AN5 LB COML CONDUIT MTGE TR SERS 11,804,174 11,949,304 12,578,882 74,819 7.3951 7.6060 08/25/2006 CMBS
501773BC8 LB COML CONDUIT MTGE TR SERS 2,000,000 2,023,359 2,052,500 10,983 6.4195 6.5900 01/18/2008 CMBS
501773BD6 LB COML CONDUIT MTGE TR 7,500,000 7,516,777 7,610,175 41,750 6.6473 6.6800 02/18/2008 CMBS
</TABLE>
Page 106 of 141
<PAGE> 263
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
501773BE4 LB COML CONDUIT MTGE T 8,000,000 7,937,318 7,857,520 46,533 7.0711 6.9800 04/18/2012 CMBS
501773BE4 LB COML CONDUIT MTGE T 4,800,000 4,789,459 4,714,512 27,920 7.0054 6.9800 04/18/2012 CMBS
501773CA1 LB COML CONDUIT MTG TRST 43,000,000 43,325,106 44,115,420 222,525 6.1072 6.2100 10/15/2008 CMBS
501773CE3 LB COML CONDUIT MTG TRST 5,000,000 4,735,511 4,776,550 27,083 7.2474 6.5000 12/15/2008 CMBS
501773CF0 LB COML CONDUIT MTG 198-C4 E 5,000,000 4,415,893 4,393,750 27,083 8.2222 6.5000 12/15/2008 CMBS
501900AC8 L S PWR FDG CORP SR SED NTS A 5,000,000 5,000,000 5,162,500 999 7.1900 7.1900 06/30/2010 PBOB
501900AD6 L S PWR FDG CORP SR SED NTS B 10,000,000 10,000,000 10,662,500 2,244 8.0800 8.0800 12/30/2016 PBOB
502130AF4 L-P SPV2,LLC 17,000,000 17,000,000 17,037,230 3,296 6.9800 6.9800 06/30/2008 PROB
502130AG2 L-P SPV2,LLC 6,000,000 6,000,000 6,000,540 1,183 7.1000 7.1000 06/30/2010 PROB
51512#AA8 LANDSVIRKJUN - THE NAT PWR CO 10,000,000 10,000,000 10,791,800 96,817 9.4200 9.4200 05/24/2001 PROB
51808BAF9 LASMO (USA) INC 18,750,000 18,717,648 18,013,500 56,250 6.7760 6.7500 12/15/2007 PBOB
526055AA6 LENFEST COMMUNICATIONS 1,200,000 1,156,610 1,287,000 16,750 9.0972 8.3750 11/01/2005 PBOB
526055AA6 LENFEST COMMUNICATIONS 240,000 231,062 257,400 3,350 9.1194 8.3750 11/01/2005 PBOB
526055AA6 LENFEST COMMUNICATIONS 480,000 461,610 514,800 6,700 9.1413 8.3750 11/01/2005 PBOB
526055AA6 LENFEST COMMUNICATIONS 480,000 461,085 514,800 6,700 9.1638 8.3750 11/01/2005 PBOB
526055AA6 LENFEST COMMUNICATIONS 1,200,000 1,121,598 1,287,000 16,750 9.7053 8.3750 11/01/2005 PBOB
526055AA6 LENFEST COMMUNICATIONS 1,150,000 1,223,521 1,233,375 16,052 7.1750 8.3750 11/01/2005 PBOB
526055AA6 LENFEST COMMUNICATIONS 1,150,000 1,220,791 1,233,375 16,052 7.2179 8.3750 11/01/2005 PBOB
52655#A96 LEICA MICROSYSTEMS HOLING 3,234,567 3,234,567 3,121,131 27,400 7.4380 7.4380 03/31/2005 PROB
52655#B95 LEICA MICROSYSTEMS HOLINGS 1,246,000 1,246,000 1,213,592 11,097 7.8200 7.8200 03/31/2006 PROB
52655#T96 LEICA MICROSYSTEMS HOLINGS 164,000 164,000 164,945 1,391 7.4500 7.4500 02/25/2000 PROB
532457AP3 ELI LILLY CO 15,000,000 13,556,368 16,377,150 507,750 7.5464 6.7700 01/01/2036 PBOB
532457AP3 ELI LILLY CO 5,000,000 4,502,925 5,459,050 169,250 7.5744 6.7700 01/01/2036 PBOB
538021AC0 LITTON INDS INC NTS 10,000,000 9,958,246 11,251,400 228,194 7.7872 7.7500 03/15/2026 PBOB
53933*AD3 L.L. BEAN INC SR NTS 5,000,000 5,000,000 5,041,200 116,239 6.8600 6.8600 08/30/2005 PROB
539830AD1 LOCKHEED MARTIN CORP NS 5,000,000 4,990,670 5,496,350 60,000 7.2145 7.2000 05/01/2036 PBOB
54042DAR9 LOEWEN GROUP INC NTS 5,750,000 5,744,829 4,715,000 34,500 7.2242 7.2000 06/01/2003 PBOB
542290B#7 LONE STAR INDUS INC SRNTS 10,000,000 10,000,000 10,269,500 203,056 7.3100 7.3100 03/21/2007 PROB
543859AJ1 LORAL CORP DEB 8,000,000 7,958,584 8,682,320 27,111 7.7431 7.6250 06/15/2004 PBOB
54600@AE9 LOUIS DREYFUS CORPORATON 12,000,000 12,000,000 12,316,320 219,310 7.2300 7.2300 09/30/2004 PROB
546268AE3 LOUISIANA LD & EXPL CONTS 6,000,000 5,915,202 6,335,460 22,000 8.7326 8.2500 06/15/2002 PBOB
546268AE3 LOUISIANA LD & EXPL CONTS 2,500,000 2,471,577 2,639,775 9,167 8.6376 8.2500 06/15/2002 PBOB
548661AD9 LOWES COS INC SR NTS 9,500,000 9,471,487 9,823,665 26,917 6.4292 6.3750 12/15/2005 PBOB
548661AD9 LOWES COS INC SR NTS 500,000 498,499 517,035 1,417 6.4292 6.3750 12/15/2005 PBOB
54933#AC9 LUCAS INDS INC GTD SR TS 8,000,000 8,000,000 8,098,240 255,933 6.9800 6.9800 07/16/2002 PROB
549463AB3 LUCENT TECHNOLOGIES IN NTS 26,500,000 26,453,896 29,614,280 885,910 7.2804 7.2500 07/15/2006 PBOB
5526E2AA7 MBNA AMER BANK SUB NTS 5,000,000 5,042,458 4,949,000 99,375 6.6253 6.7500 03/15/2008 PBOB
5526E2AA7 MBNA AMER BANK SUB NTS 1,500,000 1,512,738 1,484,700 29,813 6.6253 6.7500 03/15/2008 PBOB
552673AM7 M C I COMMUNICATIONS CRP SR 8,000,000 8,256,396 8,660,640 218,333 6.8057 7.5000 08/20/2004 PBOB
552673AM7 M C I COMMUNICATIONS CRP SR 5,000,000 5,106,614 5,412,900 136,458 7.0351 7.5000 08/20/2004 PBOB
552673AU9 M C I COMMUNICATIONS CRP SR 8,000,000 7,991,808 8,464,480 25,333 7.1335 7.1250 06/15/2027 PBOB
552673AU9 M C I COMMUNICATIONS CRP SR 5,000,000 4,994,880 5,290,300 15,833 7.1335 7.1250 06/15/2027 PBOB
552676AL2 MDC HLDGS INC SR NTS 1,250,000 1,245,286 1,221,875 43,620 8.4353 8.3750 02/01/2008 PBOB
552676AL2 MDC HLDGS INC SR NTS 1,150,000 1,133,387 1,124,125 40,130 8.6075 8.3750 02/01/2008 PBOB
55291HDJ0 MLT CMO SERS 49 CL Z 8,102,188 8,069,177 8,177,619 64,142 9.5448 9.5000 05/20/2020 CMO
55291HDZ4 MLT CMO SERS 50 CL Z 7,454,608 7,403,054 7,530,794 59,016 9.5758 9.5000 09/20/2020 CMO
553206AA1 MPC 1998-1 CL 1 17,000,000 16,994,771 16,994,730 26,350 6.2033 6.2000 06/15/2013 ABOB
55337*AA6 MPN SECURED EXPORT NT ASS 5,000,000 5,000,000 5,000,000 178,490 8.6250 8.6250 02/02/2006 PROB
554387AA8 MACERICH SERS 1996-C1 L A 15,000,000 14,702,893 16,017,150 88,513 7.4368 7.0810 03/15/2006 CMBS
554387AC4 MACERICH SERS 1996-C1 5,000,000 5,142,364 5,170,300 17,778 7.4876 8.0000 03/15/2006 CMBS
55612*AF1 MACSAVER FINL SVCS INCSR NTS 12,000,000 12,000,000 11,984,280 145,110 6.9100 6.9100 04/28/1999 PROB
561226AA9 MALLINCKRODT GROUP DIS NTS 11,000,000 10,996,331 11,416,790 218,625 6.7563 6.7500 09/15/2005 PBOB
561226AA9 MALLINCKRODT GROUP DIS NTS 250,000 249,917 259,473 4,969 6.7563 6.7500 09/15/2005 PBOB
570387AQ3 MARK IV IND 144A 3,600,000 3,582,819 3,411,000 90,000 7.5761 7.5000 09/01/2007 PBOB
57169*AD9 MARS INC NTS 15,000,000 15,000,000 15,170,850 106,533 7.9900 7.9900 05/29/2000 PROB
57169*AE7 MARS INC NTS SERS A 5,000,000 5,000,000 5,153,150 125,583 6.8500 6.8500 08/19/2003 PROB
57169*AE7 MARS INC NTS SERS A 4,000,000 4,000,000 4,122,520 100,467 6.8500 6.8500 08/19/2003 PROB
57169*AE7 MARS INC NTS SERS A 10,000,000 10,000,000 10,306,300 251,167 6.8500 6.8500 08/19/2003 PROB
57564EAW7 MASSACHUSETTS ELEC CO ECD MTN 5,000,000 5,097,742 5,292,100 177,250 6.5354 7.0900 01/27/2003 PBOB
57564EBX4 MASSACHUSETTS ELEC CO ECD MTN 8,000,000 7,999,662 8,957,440 211,200 7.9209 7.9200 03/03/2005 PBOB
57564EBY2 MASSACHUSETTS ELEC CO ECD MTN 5,000,000 4,977,146 5,290,250 56,000 6.8084 6.7200 06/23/2005 PBOB
</TABLE>
Page 107 of 141
<PAGE> 264
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
57708QAG2 MATTEL INC MTN 6,000,000 5,994,329 6,382,620 58,650 7.6834 7.6500 04/04/2002 PBOB
57708QBG1 MATTEL INC NTS 10,000,000 9,940,277 10,194,700 78,953 6.6739 6.6100 11/18/2013 PBOB
577778AP8 MAY DEPT STORES CO NTS 19,000,000 22,752,660 26,554,590 336,458 8.0107 10.6250 11/01/2010 PBOB
57859HBJ2 MAYTAG CORP MTN 5,700,000 5,700,000 6,092,616 155,471 7.2200 7.2200 08/15/2006 PBOB
57933#AC2 MCCAIN FINANCE USA, IN. 2,880,000 2,880,000 2,942,525 22,214 7.1200 7.1200 11/22/2005 PROB
57978QAR1 MCCORMICK & CO INC MTN 5,000,000 5,000,000 6,229,600 200,750 8.0300 8.0300 10/17/2024 PBOB
580169AN0 MCDONNELL DOUGLAS CORPNTS 5,000,000 5,039,732 5,203,300 206,250 7.6795 8.2500 07/01/2000 PBOB
580169AP5 MCDONNELL DOUGLAS CORPNTS 15,000,000 14,897,163 15,996,450 171,875 6.9902 6.8750 11/01/2006 PBOB
581557AM7 MCKESSON CORP DEB 8,000,000 7,996,069 8,698,480 204,000 7.6543 7.6500 03/01/2027 PBOB
581557AM7 MCKESSON CORP DEB 5,000,000 5,004,423 5,436,550 127,500 7.6423 7.6500 03/01/2027 PBOB
581557AM7 MCKESSON CORP DEB 5,000,000 5,006,143 5,436,550 127,500 7.6393 7.6500 03/01/2027 PBOB
581557AM7 MCKESSON CORP DEB 10,000,000 10,000,787 10,873,100 255,000 7.6493 7.6500 03/01/2027 PBOB
585907AK4 MELLON BANK N.A. 17,943,000 18,014,547 19,242,611 369,825 6.9288 7.0000 03/15/2006 PBOB
587342AF3 MERCANTILE BANCORP 20,000,000 20,348,503 21,627,200 64,889 7.0232 7.3000 06/15/2007 PBOB
589643A*6 MERIDIAN INDUSTRIAL TRST,INC. 15,000,000 15,000,000 15,356,400 123,854 7.2500 7.2500 11/20/2007 PROB
589929KE7 MERRILL LYNCH MTGE INV SERS 5,227,683 5,297,624 5,281,580 30,787 6.9303 7.0670 05/25/2015 CMBS
589929LL0 MERRILL LYNCH MTGE INV SERS 12,000,000 12,113,521 12,682,560 74,200 7.3414 7.4200 04/25/2028 CMBS
589929MW5 MERRILL LYNCH MTGE INV SERS 1,500,000 1,514,338 1,601,955 8,900 7.0437 7.1200 06/18/2029 CMBS
589929MY1 MERRILL LYNCH MTGE INV SERS 3,500,000 3,500,540 3,639,440 20,767 7.1188 7.1200 06/18/2029 CMBS
589929QD3 MLMI SERS 1998-C2 CL C 3,500,000 3,523,894 3,535,000 19,731 6.7127 6.7650 02/15/2030 CMBS
589929SX7 MLMI 1998-C3 CL A2 30,000,000 30,140,588 30,286,800 146,750 5.8376 5.8700 12/15/2030 CMBS
589929SY5 MLMI 1998-C3 CL A3 28,000,000 28,131,215 28,254,520 137,200 5.8476 5.8800 12/15/2030 CMBS
589929TA6 MLMI 1998-C3 CL C 5,000,000 5,024,994 5,022,200 27,625 6.5925 6.6300 12/15/2030 CMBS
59158*BA3 METLIFE CAPITAL LTD 5,441,486 5,441,486 5,682,598 204,272 8.0600 8.0600 07/15/2005 PROB
59158*BA3 METLIFE CAPITAL LTD 10,618,814 10,618,814 11,089,334 398,627 8.0600 8.0600 07/15/2005 PROB
59158*BB1 METLIFE CAPITAL LTD 5,646,506 5,646,506 5,807,375 166,434 7.7400 7.7400 08/15/2004 PROB
59158*BB1 METLIFE CAPITAL LTD 3,703,126 3,703,127 3,808,628 109,152 7.7400 7.7400 08/15/2004 PROB
59158*BC9 METLIFE CAPITAL LTD 2,960,527 2,960,527 3,046,945 48,197 8.1400 8.1400 10/20/2001 PROB
59158*BD7 METLIFE CAPITAL LTD 11,562,626 11,562,627 11,927,774 121,740 8.5400 8.5400 05/17/2002 PROB
59158*BD7 METLIFE CAPITAL LTD 6,330,636 6,330,636 6,530,557 66,654 8.5400 8.5400 05/17/2002 PROB
59158*BF2 METLIFE CAPITAL LTD 2,449,419 2,449,419 2,684,147 14,354 8.7900 8.7900 06/07/2009 PROB
59158*BG0 METLIFE CAPITAL LTD 2,798,963 2,798,964 2,927,491 2,656 8.6600 8.6600 06/28/2002 PROB
59158*BH8 METLIFE CAPITAL LTD 2,127,394 2,127,394 2,179,473 59,779 8.1400 8.1400 02/28/2001 PROB
59158*BJ4 METLIFE CAPITAL LTD 2,701,870 2,701,871 2,799,597 45,152 7.8200 7.8200 04/15/2004 PROB
59158*BJ4 METLIFE CAPITAL LTD 1,489,681 1,489,681 1,543,563 24,894 7.8200 7.8200 04/15/2004 PROB
59158*BK1 METLIFE CAPITAL LTD 782,211 782,212 799,318 7,242 7.1900 7.1900 05/15/2002 PROB
59158*BK1 METLIFE CAPITAL LTD 2,779,247 2,779,248 2,840,029 25,731 7.1900 7.1900 05/15/2002 PROB
59158*BL9 METLIFE CAPITAL LTD 1,306,327 1,306,327 1,364,302 52,222 8.7900 8.7900 01/19/2002 PROB
59158*BL9 METLIFE CAPITAL LTD 1,411,951 1,411,951 1,474,613 56,445 8.7900 8.7900 01/19/2002 PROB
59158*BM7 METLIFE CAPITAL LTD 25,000,000 25,000,000 25,618,250 368,123 6.9800 6.9800 10/16/2002 PROB
59158*BP0 METLIFE CAPITAL LTD 80,000,000 80,000,000 82,021,600 608,614 7.1200 7.1200 05/23/2001 PROB
59158*BQ8 METLIFE CAPITAL LTD 40,000,000 40,000,000 40,970,400 1,231,923 7.0700 7.0700 07/26/2001 PROB
59158*BR6 METLIFE CAPITAL LTD 15,000,000 15,000,000 15,404,100 413,096 7.1800 7.1800 08/14/2001 PROB
59158*BS4 METLIFE CAPITAL LTD 50,000,000 50,000,000 50,946,000 545,041 6.8600 6.8600 11/04/2001 PROB
59189GAU7 METROPOLITAN ED CO SEC MTN B 7,000,000 6,977,144 7,425,320 78,983 6.8334 6.7700 06/13/2005 PBOB
594074B*6 MICHAEL FOODS INC SR N 7,500,000 7,500,000 7,844,400 197,396 7.5800 7.5800 02/26/2009 PROB
594457BD4 MICHIGAN CONSOLIDATED AS CO 6,400,000 7,362,058 7,700,992 88,000 6.6694 8.2500 05/01/2014 PBOB
597433AB7 MIDLAND BANK PLC 6,485,000 7,097,969 7,378,698 24,859 6.6756 8.6250 12/15/2004 PBOB
597433AB7 MIDLAND BANK PLC 17,700,000 19,738,684 20,139,237 67,850 6.2772 8.6250 12/15/2004 PBOB
597433AE1 MIDLAND BANK PLC 3,000,000 3,270,640 3,316,830 10,167 6.1010 7.6250 06/15/2006 PBOB
597706AU4 MIDLAND ACCEPTANCE COR 15,000,000 15,664,732 16,246,200 18,083 6.8836 7.2330 01/25/2029 CMBS
59862#AA7 AMERICAN COMMERCIAL SRNT 5,000,000 5,000,000 5,168,800 27,675 7.3800 7.3800 06/04/2007 PROB
59862#AA7 AMERICAN COMMERCIAL SRNT 5,000,000 5,000,000 5,168,800 27,675 7.3800 7.3800 06/04/2007 PROB
601073A@8 MILLIPORE CORP SR NTS 50,000,000 50,000,000 50,499,500 1,184,917 7.2300 7.2300 03/03/2004 PROB
603158A*7 MINERALS TECHNOLOGIES NC GTD 20,000,000 20,000,000 21,549,600 653,294 7.4900 7.4900 07/24/2006 PROB
60434@AA6 MINORCO USA FUNDING IN 17,000,000 17,000,000 18,516,740 245,971 7.6600 7.6600 10/23/2006 PROB
607059BP6 MOBIL CORP DEB 90,767 90,767 97,800 3,146 6.9700 6.9700 07/02/2017 PBOB
607059BP6 MOBIL CORP DEB 83,724 83,725 90,211 2,902 6.9700 6.9700 07/02/2017 PBOB
607059BP6 MOBIL CORP DEB 86,642 86,643 93,355 3,003 6.9700 6.9700 07/02/2017 PBOB
607059BP6 MOBIL CORP DEB 4,489,113 4,506,398 4,836,929 155,576 6.9328 6.9700 07/02/2017 PBOB
610202AZ6 MONONGAHELA PWR CO 1STMTGE 3,000,000 2,996,075 3,247,740 125,625 8.3878 8.3750 07/01/2022 PBOB
</TABLE>
Page 108 of 141
<PAGE> 265
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
611662AM9 MONSANTO CO DEB 3,000,000 2,990,831 3,741,240 55,100 8.7311 8.7000 10/15/2021 PBOB
611662AM9 MONSANTO CO DEB 2,000,000 1,993,887 2,494,160 36,733 8.7311 8.7000 10/15/2021 PBOB
61208QAF1 MONTANA PWR CO SECD MT 5,000,000 4,995,223 5,114,000 60,000 7.2722 7.2000 06/01/2000 PBOB
612655AA8 MONTERREY POWER 144A 4,800,000 4,791,467 3,720,000 59,033 9.6518 9.6250 11/15/2009 PROB
617059BF6 MORGAN J P CMO SERS 96C3 18,372,652 18,116,243 19,032,965 112,226 7.4472 7.3300 04/25/2028 CMBS
617059CB4 MORGAN J P CMO SERS 97C4 CL B 2,384,000 2,401,603 2,540,462 15,039 7.5080 7.5700 12/26/2028 CMBS
617059DE7 JPMC 1997-C5 A3 4,500,000 4,566,753 4,805,865 26,580 6.9707 7.0880 09/15/2029 CMBS
617059DF4 JPMC 1997-C5 CLASS B 9,000,000 9,133,523 9,518,940 53,693 7.0409 7.1590 09/15/2029 CMBS
617445CP4 MSC 1996 CL C1 A 27,328,817 27,634,058 28,485,919 171,033 7.3029 7.5100 11/15/2005 CMBS
617445CP4 MSC 1996 CL C1 A 10,929,679 11,101,252 11,392,442 68,402 7.2196 7.5100 11/15/2005 CMBS
61745MAF0 MSC 1997-C1 CL A1B 15,000,000 15,225,008 15,679,650 49,733 7.3203 7.4600 02/15/2020 CMBS
61745MAG8 MSC 1997-C1 CL A1C 5,000,000 5,089,108 5,404,700 16,956 7.4621 7.6300 02/15/2020 CMBS
61745MEU3 MSC 1998-WF1 CL C 3,000,000 3,028,263 3,059,520 16,925 6.6312 6.7700 01/15/2008 CMBS
61745MEV1 MSC 1998-WF1 CL D 5,000,000 5,070,066 4,905,450 29,667 6.9111 7.1200 01/15/2008 CMBS
61745MGX5 MSC 1998-WF2 CL A2 5,000,000 5,242,227 5,210,150 27,250 5.8668 6.5400 05/15/2008 CMBS
61745MGZ0 MSC 1998-WF2 CL B 5,000,000 5,073,992 5,155,450 27,625 6.4208 6.6300 06/15/2008 CMBS
61745MHB2 MSC 1998-WF2 CL D 7,000,000 7,112,301 6,751,710 41,253 6.8838 7.0720 11/15/2011 CMBS
61745MJK0 MSC 1998-XL2 CL D 6,920,000 6,576,017 6,447,502 37,160 7.1532 6.4440 10/03/2008 CMBS
61910DCM2 MTG CAPITAL FUNDING 7,500,000 7,566,532 7,959,375 45,550 7.1450 7.2880 03/20/2007 CMBS
61979#AA3 MOTIVA ENTERPRISES LLC 17,000,000 17,000,000 17,718,420 336,671 7.3500 7.3500 09/24/2002 PROB
629121AC8 NGC CORP NTS 5,000,000 5,411,149 5,291,050 80,486 6.9526 7.6250 10/15/2026 PBOB
63252MAB0 NATIONAL AUSTRALIA BAN 5,500,000 5,494,522 5,665,825 21,175 6.6149 6.6000 12/10/2007 PBOB
63252MAB0 NATIONAL AUSTRALIA BAN 2,000,000 1,998,008 2,060,300 7,700 6.6149 6.6000 12/10/2007 PBOB
63252MAB0 NATIONAL AUSTRALIA BAN 10,000,000 10,168,077 10,301,500 38,500 6.3508 6.6000 12/10/2007 PBOB
633712AG9 NATL BANK OF HUNGARY 12,450,000 14,381,823 15,161,237 184,156 7.1599 8.8750 11/01/2013 PBOB
633712AG9 NATL BANK OF HUNGARY 13,500,000 15,544,077 16,439,895 199,688 7.1975 8.8750 11/01/2013 PBOB
636180AX9 NATL FUEL GAS CO DEB 6,000,000 5,831,723 6,524,640 193,750 8.4399 7.7500 02/01/2004 PBOB
636180AX9 NATL FUEL GAS CO DEB 5,500,000 5,433,283 5,980,920 177,604 8.0455 7.7500 02/01/2004 PBOB
636180AX9 NATL FUEL GAS CO DEB 5,550,000 5,473,643 6,035,292 179,219 8.0854 7.7500 02/01/2004 PBOB
637193AM5 NATIONAL POWER CORP 6,000,000 5,894,987 5,021,100 73,792 9.8076 9.6250 05/15/2028 PBOB
63858RDK4 NATIONSBANK CORP MTN 15,000,000 14,967,206 16,085,250 292,479 6.9891 6.9500 03/20/2006 PBOB
638585AP4 NATIONSBANK CORP SUB NS 5,000,000 4,690,385 5,479,650 76,528 7.8046 7.2500 10/15/2025 PBOB
63859CBG7 NLFC 1998-2 A1 CMO 30,838,184 30,771,215 31,137,006 56,546 6.0326 6.0010 11/20/2007 CMBS
63859DAA9 NATIONSBANK LEASE PASSTHRU 10,500,000 10,500,000 12,120,255 761,875 7.4420 7.4420 01/10/2011 PROB
640376B*9 THOMAS NELSON INC SR NS 4,285,714 4,285,714 4,480,885 7,914 8.3100 8.3100 06/23/2004 PROB
642866DA2 NEW BRUNSWICK (PROVINC OF) 11,500,000 10,824,873 13,121,845 358,097 10.2034 9.5000 03/03/2018 PBOB
649840BS3 NEW YORK STATE ELEC & AS CORP 5,000,000 4,939,607 5,000,000 73,958 9.0005 8.8750 11/01/2021 PBOB
650094CC7 NEW YORK TEL CO DEB 6,000,000 5,914,361 6,444,480 164,333 7.3756 7.2500 02/15/2024 PBOB
651426A*9 NEWHALL LAND AND FARMIG CO SR 2,400,000 2,400,000 2,424,672 460 6.9000 6.9000 12/30/2000 PROB
653522CA8 NIAGARA MOHAWK PWR COR 10,000,000 10,574,371 11,019,700 66,667 6.7176 8.0000 06/01/2004 PBOB
653522CM2 NIAGARA MOHAWK PWR COR 10,000,000 9,973,211 10,362,600 331,250 6.6765 6.6250 07/01/2005 PBOB
653522CT7 NIAGARA MOHAWK PWR COR 6,000,000 5,992,396 6,136,080 137,500 6.9390 6.8750 03/01/2001 PBOB
653522DD1 NIAGARA MOHAWK PWR COR SR NT 1,150,000 1,148,374 1,156,394 20,125 7.0875 7.0000 10/01/2000 PBOB
653522DF6 NIAGARA MOHAWK PWR COR SR NT 2,300,000 2,288,196 2,355,821 41,688 7.4093 7.2500 10/01/2002 PBOB
653522DG4 NIAGARA MOHAWK PWR COR 2,300,000 2,291,685 2,376,751 85,284 7.4711 7.3750 07/01/2003 PBOB
653522DJ8 NIAGARA MOHAWK PWR COR SR NT 1,380,000 1,376,610 1,507,553 26,738 7.7864 7.7500 10/01/2008 PBOB
653522DJ8 NIAGARA MOHAWK PWR COR SR NT 2,300,000 2,372,760 2,512,589 44,563 7.2910 7.7500 10/01/2008 PBOB
653522DJ8 NIAGARA MOHAWK PWR COR SR NT 460,000 473,636 502,518 8,913 7.3194 7.7500 10/01/2008 PBOB
653522DJ8 NIAGARA MOHAWK PWR COR SR NT 460,000 473,627 502,518 8,913 7.3196 7.7500 10/01/2008 PBOB
653522DK5 NIAGARA MOHAWK PWR COR SR NT 1,380,000 914,233 1,079,160 58,650 14.6575 8.5000 07/01/2010 PBOB
653522DK5 NIAGARA MOHAWK PWR COR SR NT 1,150,000 857,865 899,300 48,875 12.7736 8.5000 07/01/2010 PBOB
65463PAB3 NIPSCO CAPITAL MARKETS INC 10,000,000 9,963,980 10,570,400 231,433 7.8976 7.8600 03/27/2017 PBOB
655355AL9 NOMURA ASSET CAPITAL CRP CMO 7,200,000 7,379,386 7,338,384 45,840 7.0375 7.6400 11/25/2003 CMBS
65538#AA8 NOOTER CORP SR NTS 4,285,714 4,285,714 4,449,514 189,475 10.0100 10.0100 01/22/2001 PROB
655663A*3 NORDSON CORPORATION 15,000,000 15,000,000 15,579,900 90,400 6.7800 6.7800 08/29/2007 PROB
655844AB4 NORFOLK SOUTHERN CORP TS 15,000,000 14,956,632 16,471,800 446,250 7.9448 7.8750 02/15/2004 PBOB
65590GAA1 NORDSTROM CRED CORP NT 5,000,000 4,992,454 5,230,250 167,500 6.7290 6.7000 07/01/2005 PBOB
65590GAA1 NORDSTROM CRED CORP NT 10,000,000 9,984,910 10,460,500 335,000 6.7291 6.7000 07/01/2005 PBOB
656517AD1 NORSE 1A CL B 15,000,000 14,720,447 14,789,100 438,495 7.8723 7.6260 08/13/2010 ABOB
656531AC4 NORSK HYDRO A S DEB 18,685,000 18,798,379 20,339,183 64,359 7.6946 7.7500 06/15/2023 PBOB
656531AC4 NORSK HYDRO A S DEB 5,000,000 5,272,970 5,442,650 17,222 7.2693 7.7500 06/15/2023 PBOB
</TABLE>
Page 109 of 141
<PAGE> 266
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
656531AD2 NORSK HYDRO A S DEB 8,500,000 7,926,734 8,663,880 77,657 7.7506 7.1500 11/15/2025 PBOB
66478#AB6 NORTHERN BORDER PIPELIE CO SR 9,000,000 9,000,000 9,533,250 314,250 8.3800 8.3800 08/13/2001 PROB
66478#AC4 NORTHERN BORDER PIPELIE CO SR 6,000,000 6,000,000 6,466,320 212,250 8.4900 8.4900 08/13/2002 PROB
665772BK4 NORTHERN STATES PWR CO(MINN) 5,100,000 4,678,488 5,282,886 26,031 7.6879 6.1250 12/01/2005 PBOB
665815AD8 NORTHERN TELECOM LTD NS 1,000,000 998,554 1,073,470 4,618 8.8170 8.7500 06/12/2001 PBOB
66765RAY2 NORTHWEST NATRL GAS COSECD 10,000,000 9,991,310 10,830,300 58,333 7.0084 7.0000 08/01/2017 PBOB
667655AQ7 NORTHWEST NATRL GAS CO1ST 7,000,000 6,954,530 7,706,020 341,250 9.8303 9.7500 07/01/2015 PBOB
667748AF4 NORTHWEST PIPELINE COR DEB 10,000,000 9,961,334 10,541,700 59,375 7.1576 7.1250 12/01/2025 PBOB
668231AJ2 NORTHWESTERN PUB SVC C 5,000,000 4,994,786 5,392,350 147,917 7.1201 7.1000 08/01/2005 PBOB
668605A@7 NORTON CO SR NTS SERS 15,000,000 15,000,000 15,628,950 591,479 9.7900 9.7900 02/06/2001 PROB
668605A@7 NORTON CO SR NTS SERS 7,000,000 7,019,865 7,293,510 276,024 9.4887 9.7900 02/06/2001 PROB
66938FHY3 NORWEST CORP MTN 20,000,000 20,458,580 21,905,600 450,500 7.1855 7.6500 03/15/2005 PBOB
669383CV1 NORWEST FINL INC DISC TS 5,000,000 4,984,794 5,278,800 146,389 7.8807 7.7500 08/15/2001 PBOB
669383CX7 NORWEST FINL CORP NTS 15,000,000 15,112,009 15,977,550 446,250 7.6018 7.8750 02/15/2002 PBOB
66977TAD8 NOVA CHEM LTD DEB 3,500,000 3,500,000 3,594,150 92,556 7.0000 7.0000 08/15/2026 PBOB
66977TAE6 NOVA CHEM LTD DEB 7,000,000 6,935,077 6,720,840 191,722 7.3271 7.2500 08/15/2028 PBOB
66977TAE6 NOVA CHEM LTD DEB 500,000 495,363 480,060 13,694 7.3271 7.2500 08/15/2028 PBOB
669771AU1 NOVA GAS TRANSMN LTD NS 5,000,000 4,982,933 5,040,700 181,250 7.9399 7.2500 07/06/1999 PBOB
669771AV9 NOVA GAS TRANSMN LTD NS 15,000,000 15,024,734 16,848,600 81,458 8.4641 8.5000 12/08/2004 PBOB
66978QAB7 NOVA GAS TRANSMN LTD NS 25,000,000 25,000,000 26,666,750 325,806 6.3400 6.3400 10/15/2025 PBOB
6719909C5 SOUTHWESTERN PUB SVC C 4,022,977 4,022,978 4,331,861 20,750 8.4400 8.4400 09/09/2003 PROB
674599BE4 OCCIDENTAL PETROLEUM DB 6,360,000 7,243,370 7,025,256 245,125 7.8759 9.2500 08/01/2019 PBOB
674599BL8 OCCIDENTAL PETROLEUM CRP COM 10,000,000 9,947,866 9,705,600 162,500 6.6032 6.5000 04/01/2005 PBOB
674599BM6 OCCIDENTAL PETROLEUM CRP 2,900,000 2,892,621 2,657,212 52,200 7.2210 7.2000 04/01/2028 PBOB
674599BQ7 OCCIDENTAL PETROLEUM 4,000,000 4,042,902 4,075,080 34,417 7.2212 7.3750 11/15/2008 PBOB
677347BK1 OHIO ED CO 1ST MTGE 7,000,000 6,984,223 7,464,450 144,375 8.3306 8.2500 04/01/2002 PBOB
681385AC4 OLSTEN CORP NTS 2,500,000 2,489,882 2,410,100 51,528 7.0727 7.0000 03/15/2006 PBOB
681385AC4 OLSTEN CORP NTS 6,915,000 6,847,029 6,666,337 142,526 7.1771 7.0000 03/15/2006 PBOB
681385AC4 OLSTEN CORP NTS 10,000,000 9,900,592 9,640,400 206,111 7.1791 7.0000 03/15/2006 PBOB
68241MAB3 1633 BROADWAY TR CL A 2 144A 10,000,000 9,939,240 10,478,100 32,147 7.2974 7.2330 01/15/2015 CMBS
683234JM1 ONTARIO (PROVINCE OF) D 10,000,000 9,997,362 10,770,300 285,833 7.0051 7.0000 08/04/2005 PBOB
690768BA3 OWENS ILLINOIS INC SR TS 1,200,000 1,198,809 1,248,732 12,037 7.8730 7.8500 05/15/2004 PBOB
690768BD7 OWENS ILLINOIS, INC 4,600,000 4,585,849 4,614,812 44,083 7.5408 7.5000 05/15/2010 PBOB
693300AH8 PDVSA FINANCE LTD. 5,000,000 4,975,941 4,067,750 47,917 7.5410 7.5000 11/15/2028 PBOB
69331XAA0 PACIFIC GAS TRANSMN COSR NTS 5,000,000 4,996,442 5,265,000 29,583 7.1140 7.1000 06/01/2005 PBOB
69331XAA0 PACIFIC GAS TRANSMN COSR NTS 11,000,000 11,416,037 11,583,000 65,083 6.3727 7.1000 06/01/2005 PBOB
693560AA2 U S WEST INC (PREFCO X LP) 224,110 224,111 243,258 9,020 8.0500 8.0500 01/01/2010 PROB
693560AA2 U S WEST INC (PREFCO X LP) 224,656 224,656 243,851 9,042 8.0500 8.0500 01/01/2010 PROB
693560AA2 U S WEST INC (PREFCO X LP) 221,103 221,104 239,994 8,899 8.0500 8.0500 01/01/2010 PROB
693560AA2 U S WEST INC (PREFCO X LP) 216,489 216,490 234,986 8,714 8.0500 8.0500 01/01/2010 PROB
693560AA2 U S WEST INC (PREFCO X LP) 4,719,882 4,854,447 5,123,149 189,975 7.3344 8.0500 01/01/2010 PROB
693627AA9 P S I ENERGY INC 1ST MGE AAA 3,000,000 2,920,297 2,894,040 89,063 7.3586 7.1250 02/01/2024 PBOB
694032AX1 PACIFIC BELL DEB 15,000,000 13,272,162 15,175,500 209,792 7.5618 6.6250 10/15/2034 PBOB
69487PAL5 PACIFIC TELECOM INC MT B 15,000,000 14,959,574 15,877,350 331,250 6.6750 6.6250 10/20/2005 PBOB
69487PAL5 PACIFIC TELECOM INC MT B 10,000,000 9,925,324 10,584,900 220,833 6.7638 6.6250 10/20/2005 PBOB
695117AB7 PACIFICORP HLDGS INC S NTS 5,000,000 4,977,746 5,168,300 90,000 7.2801 7.2000 04/01/2006 PROB
695117AB7 PACIFICORP HLDGS INC S NTS 5,000,000 4,977,746 5,168,300 90,000 7.2801 7.2000 04/01/2006 PROB
695117AB7 PACIFICORP HLDGS INC S NTS 5,000,000 4,977,746 5,168,300 90,000 7.2801 7.2000 04/01/2006 PROB
69512EBW4 PACIFICORP SECD MTN C 1,500,000 1,508,781 1,888,275 44,750 8.8721 8.9500 09/01/2011 PBOB
69512EBW4 PACIFICORP SECD MTN C 2,500,000 2,576,984 3,147,125 74,583 8.5473 8.9500 09/01/2011 PBOB
695629AP0 PAINE WEBBER GROUP INCNTS 7,000,000 7,008,624 6,971,510 75,833 6.4774 6.5000 11/01/2005 PBOB
695629AS4 PAINE WEBBER GROUP INCMTGE 9,000,000 9,447,325 9,513,900 123,750 6.5654 8.2500 05/01/2002 PBOB
695629AS4 PAINE WEBBER GROUP INCMTGE 2,000,000 2,118,403 2,114,200 27,500 6.2547 8.2500 05/01/2002 PBOB
695629AU9 PAINE WEBBER GROUP 4,000,000 4,203,355 4,275,040 64,389 6.9019 7.6250 10/15/2008 PBOB
695629AU9 PAINE WEBBER GROUP 10,000,000 10,684,797 10,687,600 160,972 6.6615 7.6250 10/15/2008 PBOB
695629AU9 PAINE WEBBER GROUP 10,975,000 11,762,456 11,729,641 176,667 6.6174 7.6250 10/15/2008 PBOB
698064AA0 PAN PACIFIC INDUSTRIAL 27,000,000 13,151,065 10,665,000 0 8.8323 0.0000 04/28/2007 PROB
698465BA8 PANHANDLE EASTERN PIPEINE CO 10,000,000 9,991,146 10,926,900 297,500 7.8948 7.8750 08/15/2004 PBOB
698935AB9 PAPERBOARD INDS INTL IC 260,000 268,161 249,600 6,412 7.8700 8.3750 09/15/2007 PBOB
698935AB9 PAPERBOARD INDS INTL IC 1,200,000 1,200,000 1,152,000 29,592 8.3750 8.3750 09/15/2007 PBOB
698935AB9 PAPERBOARD INDS INTL IC 1,040,000 1,075,064 998,400 25,646 7.8334 8.3750 09/15/2007 PBOB
</TABLE>
Page 110 of 141
<PAGE> 267
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
701094AE4 PARKER HANNIFIN CORP DB 15,000,000 14,959,460 16,807,200 552,500 9.7801 9.7500 02/15/2021 PBOB
70422#AA7 PAX MALL REALTY CO SEC NTS 2,589,269 2,589,269 2,716,014 50,879 7.8600 7.8600 10/01/2003 PROB
70422#AA7 PAX MALL REALTY CO SEC NTS 6,379,738 6,379,738 6,692,026 125,362 7.8600 7.8600 10/01/2003 PROB
707190A*5 PENINSULAR & ORIENTAL 10,000,000 10,000,000 10,739,200 308,292 7.3500 7.3500 07/31/2010 PROB
707190A#1 PENINSULAR & ORIENTAL 10,000,000 10,000,000 10,176,800 245,250 6.5400 6.5400 02/16/2008 PROB
70816FAA1 PENNEY J C MTN 12,000,000 12,012,800 12,635,520 249,100 7.0290 7.0500 05/23/2005 PBOB
70816FAA1 PENNEY J C MTN 10,100,000 10,073,288 10,634,896 209,659 7.1022 7.0500 05/23/2005 PBOB
70870HAZ5 PENNSYLVANIA ELEC CO SCD MTN 7,500,000 7,500,000 7,927,050 251,250 6.7000 6.7000 10/13/2005 PBOB
70870HAZ5 PENNSYLVANIA ELEC CO SCD MTN 7,500,000 7,500,000 7,927,050 251,250 6.7000 6.7000 10/13/2005 PBOB
709051BM7 PENNSYLVANIA PWR & LT CO 1ST 5,000,000 4,989,909 5,444,200 70,833 8.5201 8.5000 05/01/2022 PBOB
709051CA2 PENNSYLVANIA PWR & LT CO 1ST 1,000,000 995,431 1,026,840 24,333 7.3401 7.3000 03/01/2024 PBOB
709051CC8 PENNSYLVANIA PWR & LT CO 1ST 3,000,000 3,000,000 3,423,510 57,750 7.7000 7.7000 10/01/2009 PBOB
709051CC8 PENNSYLVANIA PWR & LT CO 1ST 3,000,000 3,000,000 3,423,510 57,750 7.7000 7.7000 10/01/2009 PBOB
709051CC8 PENNSYLVANIA PWR & LT CO 1ST 1,000,000 1,000,000 1,141,170 19,250 7.7000 7.7000 10/01/2009 PBOB
709051CC8 PENNSYLVANIA PWR & LT CO 1ST 3,000,000 3,000,000 3,423,510 57,750 7.7000 7.7000 10/01/2009 PBOB
709903BC1 PENNZOIL CO DEB 5,000,000 5,516,470 5,679,250 85,417 8.2426 10.2500 11/01/2005 PBOB
709903BC1 PENNZOIL CO DEB 5,000,000 5,517,024 5,679,250 85,417 8.2406 10.2500 11/01/2005 PBOB
713278AE9 PEP BOYS MANNY MOE & JCK NTS 10,000,000 9,956,994 10,198,600 84,653 6.7402 6.6250 05/15/2003 PBOB
713281AF0 PEP BOYS MANNY MOE & JCK 25,000,000 25,000,000 23,999,000 549,444 6.8800 6.8800 03/06/2006 PBOB
713281AH6 PEP BOYS NTS 10,000,000 9,793,482 10,511,300 334,467 7.2816 6.9200 07/07/2006 PBOB
713665AC1 PEREZ COMPANC 2,700,000 2,698,010 2,396,250 101,156 8.1372 8.1250 07/15/2007 PBOB
71464@AA6 ANALOG DEVICES/EVERETTTR SR 2,819,339 2,819,340 3,202,938 20,840 8.8700 8.8700 05/01/2007 PROB
71654QAP7 PETRO MEXICANOS 3,600,000 3,596,166 2,916,000 84,175 9.2620 9.2500 03/30/2018 PBOB
71654XAJ6 PETROLEOS MEXICANOS 5,850,000 5,850,000 5,835,375 44,180 9.3750 9.3750 12/02/2008 PBOB
71676QAA4 PETROZUATA FINANCE 2,800,000 2,875,973 2,184,000 53,410 7.1814 7.6300 04/01/2009 PBOB
71676QAC0 PETROZUATA FINANCE INC 1,200,000 1,200,439 936,000 24,660 8.2161 8.2200 04/01/2017 PBOB
717265AF9 PHELPS DODGE CORP NTS 4,000,000 3,999,233 4,188,400 155,000 7.7573 7.7500 01/01/2002 PBOB
717265B#8 PHELPS DODGE CORP NTS 16,800,000 16,800,000 17,043,600 349,179 7.9600 7.9600 03/27/2000 PROB
71803QAD4 PHILADELPHIA SUBURBAN TR CO 10,000,000 10,000,000 10,782,400 89,317 6.9900 6.9900 04/15/2006 PROB
71825PAD0 PHILIPPINE LONG DIST TL CO 3,600,000 3,337,945 2,685,240 96,025 9.1808 8.3500 03/06/2017 PBOB
718337AA6 PHILIPS ELEC NV NTS 10,000,000 9,968,805 11,278,700 246,597 8.4309 8.3750 09/15/2006 PBOB
718337AB4 PHILIPS ELEC NV DEB 14,000,000 13,917,460 15,113,420 127,458 7.1751 7.1250 05/15/2025 PBOB
718337AE8 PHILIPS ELEC NV NTS 10,000,000 9,978,016 10,767,600 60,000 7.2185 7.2000 06/01/2026 PBOB
718448AC7 PHILIPS ELEC NV NTS 7,000,000 7,000,000 7,505,050 114,528 7.7500 7.7500 04/15/2004 PBOB
718448AC7 PHILIPS ELEC NV NTS 10,000,000 9,981,145 10,721,500 163,611 7.7942 7.7500 04/15/2004 PBOB
718507AZ9 PHILLIPS PETROLEUM CO NDS 5,000,000 4,885,515 5,083,450 104,896 7.3159 7.1250 03/15/2028 PBOB
71853#AB1 PHILLIPS PLASTICS CORPRATION 3,000,000 3,000,000 2,915,970 64,505 7.9800 7.9800 09/15/2005 PROB
71912NAA5 PHOENIX PK FDG LTD SR D 144A 15,000,000 15,000,000 14,284,500 272,250 7.2600 7.2600 04/01/2013 PBOB
725790A*0 PITTWAY CORP SER A SR TS 10,000,000 10,000,000 10,361,800 30,267 6.8100 6.8100 12/15/2005 PROB
731095AD7 POLAROID CORP NTS 5,000,000 4,998,214 5,020,100 117,778 8.1803 8.0000 03/15/1999 PBOB
731095AD7 POLAROID CORP NTS 8,000,000 7,997,143 8,032,160 188,444 8.1803 8.0000 03/15/1999 PBOB
73641PAC0 PORTICOES FUNDING SER A CL B1 23,000,000 23,000,000 23,000,000 37,375 6.5000 6.5000 12/22/2010 ABOB
73741PAF2 POST APARTMENT HOMES 13,000,000 12,978,184 13,467,350 146,900 6.8115 6.7800 09/22/2005 PBOB
737628AF4 POTLATCH CORP DEB 10,000,000 9,980,193 9,532,600 30,889 6.9701 6.9500 12/15/2015 PBOB
737628AF4 POTLATCH CORP DEB 5,000,000 4,990,097 4,766,300 15,444 6.9701 6.9500 12/15/2015 PBOB
737679BW9 POTOMAC ELEC PWR CO 1S MTGE 6,000,000 5,880,687 6,111,480 217,500 7.4274 7.2500 07/01/2023 PBOB
73943*AG2 PQ CORPORATION 13,500,000 13,500,000 13,077,450 77,738 6.9100 6.9100 12/01/2012 PROB
740536A@6 PREMIER OIL PLC 9,000,000 9,000,000 9,354,870 327,360 7.4400 7.4400 12/11/2005 PROB
74111@AA7 PRESSURE SYSTEMS SUB NS 9,271,640 8,100,682 9,271,640 281,240 14.5921 12.0000 10/25/2007 PROB
74111@AA7 PRESSURE SYSTEMS SUB NS 1,854,328 1,854,328 1,854,328 56,248 12.0000 12.0000 10/25/2007 PROB
74143WAA0 PRICE COSTCO INC 5,500,000 5,355,092 5,800,355 17,417 7.6498 7.1250 06/15/2005 PBOB
74143WAA0 PRICE COSTCO INC 5,000,000 4,867,064 5,273,050 15,833 7.6546 7.1250 06/15/2005 PBOB
741565AA3 PRIME PROPERTIES FD COL NTS 6,905,727 6,905,554 6,927,342 10,179 6.6336 6.6330 07/23/2003 CMBS
74157KAC5 PRIMEDIA INC SR NTS 1,300,000 1,292,968 1,267,500 24,781 7.7079 7.6250 04/01/2008 PBOB
74157KAC5 PRIMEDIA INC SR NTS 1,150,000 1,122,319 1,121,250 21,922 7.9982 7.6250 04/01/2008 PBOB
74160@AA7 PRIME TANNING CO INC S NTS 12,000,000 12,000,000 12,704,040 2,840 8.5200 8.5200 06/30/2004 PROB
74254#AM6 PMUTUAL/WINN-DIXIE 42,154,182 42,154,183 39,492,145 709,244 6.7300 6.7300 10/01/2015 PROB
74338PAD4 PROJECT FUNDING CORP 5,248,821 5,278,536 5,248,821 96,259 8.6143 8.6870 01/15/2012 PBOB
743753E*2 THE PROVIDENCE GAS COMANY 4,800,000 4,800,000 4,765,968 81,840 6.8200 6.8200 04/01/2018 PROB
74386QAD3 PROVIDENT CBO I LIMITE CL B2 10,000,000 10,000,000 10,071,900 48,638 7.9590 7.9590 12/09/2010 ABOB
744291AA3 PROYECTOS DE ENERGIA 4,800,000 4,738,723 3,744,000 295,100 9.9177 9.7500 07/15/2013 PBOB
</TABLE>
Page 111 of 141
<PAGE> 268
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
74434RAG6 PHMSC A-A PASS THRU SES 885,746 884,345 887,677 1,476 10.0184 10.0000 12/25/2018 CMO
74436JCU9 PHMS 1995 CL A2 10,000,000 10,031,390 10,403,100 57,000 6.8134 6.8400 12/26/2022 CMBS
74444WAJ7 PUB SVC CO OF COLORADOSECD 5,000,000 5,000,000 5,422,050 148,125 7.1100 7.1100 03/05/2007 PBOB
744448AY7 PUB SVC CO OF COLORADO1ST 5,000,000 4,991,723 5,549,500 135,417 8.1649 8.1250 03/01/2004 PBOB
744448BA8 PUB SVC CO OF COLORADO1ST 3,000,000 2,988,778 3,296,940 87,500 8.7881 8.7500 03/01/2022 PBOB
744448BD2 PUB SVC CO OF COLORADOCOLL TR 3,000,000 2,957,241 3,056,190 108,750 7.3757 7.2500 01/01/2024 PBOB
744499AM6 PUB SVC CO OF NEW MEXIO NTS 2,300,000 2,297,651 2,361,134 65,774 7.1197 7.1000 08/01/2005 PBOB
744499AN4 PB SVC CO OF NEW MEXIC BD 3,450,000 3,438,853 3,524,969 104,219 7.5318 7.5000 08/01/2018 PBOB
744516AA3 PUB SVC CO OF NORTH CAOLINA 10,000,000 10,000,000 10,630,300 322,317 6.9900 6.9900 01/15/2026 PBOB
744593AC8 STEER IBM-Z2 DEB 6,730,261 6,653,521 7,122,433 35,979 6.5359 6.4150 06/01/2018 PBOB
74533HAJ2 PUGET SOUND ENERGY, IN (PUGET 10,000,000 10,555,705 11,353,300 170,156 7.0887 8.0600 06/19/2006 PBOB
745867AD3 PULTE CORP 25,000,000 24,647,272 26,645,000 402,431 7.7690 7.6250 10/15/2017 PBOB
74724@AA6 QC UTAH, L.L.C. 14,455,606 14,455,606 15,181,711 77,085 7.1100 7.1100 01/13/2012 PROB
747410AB4 QUAKER STATE OIL NTS 5,000,000 4,977,020 5,040,650 69,931 6.7104 6.6250 10/15/2005 PBOB
747410AB4 QUAKER STATE OIL NTS 6,500,000 6,470,126 6,552,845 90,910 6.7104 6.6250 10/15/2005 PBOB
747410AB4 QUAKER STATE OIL NTS 7,500,000 7,465,530 7,560,975 104,896 6.7104 6.6250 10/15/2005 PBOB
747410AB4 QUAKER STATE OIL NTS 6,000,000 6,048,739 6,048,780 83,917 6.4752 6.6250 10/15/2005 PBOB
748148JX2 QUEBEC (PROVINCE OF) DB 6,000,000 6,461,668 6,650,640 29,333 10.0352 11.0000 06/15/2015 PBOB
748148PB3 QUEBEC (PROVINCE OF) DB NJ 10,000,000 11,113,502 11,326,300 345,833 6.5794 7.5000 07/15/2023 PBOB
748148PB3 QUEBEC (PROVINCE OF) DB NJ 10,000,000 11,113,502 11,326,300 345,833 6.5794 7.5000 07/15/2023 PBOB
748148PB3 QUEBEC (PROVINCE OF) DB NJ 5,000,000 5,557,418 5,663,150 172,917 6.5783 7.5000 07/15/2023 PBOB
748148PB3 QUEBEC (PROVINCE OF) DB NJ 7,800,000 8,672,754 8,834,514 269,750 6.5752 7.5000 07/15/2023 PBOB
748148PG2 QUEBEC (PROVINCE OF) DB NS 8,500,000 9,141,761 9,734,625 329,906 7.0698 8.6250 01/19/2005 PBOB
748375AA0 QUEZON PWR LTD SR NTS 4,176,000 4,217,699 2,923,200 16,444 8.7505 8.8600 06/15/2017 PBOB
748375AA0 QUEZON PWR LTD SR NTS 1,393,000 1,405,026 975,100 5,485 8.7652 8.8600 06/15/2017 PBOB
748375AA0 QUEZON PWR LTD SR NTS 1,393,000 1,413,804 975,100 5,485 8.6968 8.8600 06/15/2017 PBOB
749121AM1 QWEST COMM INTL SR NTS 3,910,000 3,910,000 3,976,978 26,773 7.2500 7.2500 11/01/2008 PBOB
749275AA1 ROYAL BK OF SCOTLAND CP CORP 6,690,000 7,697,471 7,951,600 225,788 6.6344 10.1250 03/01/2004 PBOB
749275AA1 ROYAL BK OF SCOTLAND CP CORP 6,169,000 7,209,527 7,332,350 208,204 6.2541 10.1250 03/01/2004 PBOB
749685AF0 RPM INC OHIO SR NTS 5,000,000 5,000,000 5,226,400 15,556 7.0000 7.0000 06/15/2005 PBOB
750754AB9 RAILCAR LEASING LLC 18,000,000 17,965,503 19,892,700 270,750 7.1467 7.1250 01/15/2013 PBOB
750754AB9 RAILCAR LEASING LLC 10,000,000 9,850,066 11,051,500 150,417 7.2966 7.1250 01/15/2013 PBOB
751277AM6 RALSTON PURINA CO NTS 15,000,000 14,746,917 18,821,100 292,917 9.5034 9.2500 10/15/2009 PBOB
751277AN4 RALSTON PURINA CO NTS 5,000,000 5,277,116 6,466,800 77,500 8.7318 9.3000 05/01/2021 PBOB
751277AN4 RALSTON PURINA CO NTS 6,500,000 6,478,540 8,406,840 100,750 9.3354 9.3000 05/01/2021 PBOB
751277AR5 RALSTON PURINA CO DEB 8,550,000 8,167,845 9,951,260 289,453 8.5664 8.1250 02/01/2023 PBOB
753035AC8 RANK GROUP FIN 19,700,000 19,221,586 16,855,123 647,227 7.3642 7.1250 01/15/2018 PBOB
755111AB7 RAYTHEON CO DISC NTS 10,750,000 10,439,350 11,110,555 322,201 7.0594 6.5000 07/15/2005 PBOB
755111AL5 RAYTHEON CO NTS 8,500,000 8,495,124 8,872,385 163,932 6.5573 6.5500 03/15/2010 PBOB
755111AL5 RAYTHEON CO NTS 1,000,000 999,426 1,043,810 19,286 6.5573 6.5500 03/15/2010 PBOB
755111AL5 RAYTHEON CO NTS 2,000,000 1,998,853 2,087,620 38,572 6.5573 6.5500 03/15/2010 PBOB
755111AL5 RAYTHEON CO NTS 2,000,000 1,998,853 2,087,620 38,572 6.5573 6.5500 03/15/2010 PBOB
755111AL5 RAYTHEON CO NTS 1,000,000 999,426 1,043,810 19,286 6.5573 6.5500 03/15/2010 PBOB
755111AL5 RAYTHEON CO NTS 1,500,000 1,499,140 1,565,715 28,929 6.5573 6.5500 03/15/2010 PBOB
755111AL5 RAYTHEON CO NTS 2,000,000 1,998,853 2,087,620 38,572 6.5573 6.5500 03/15/2010 PBOB
755111AL5 RAYTHEON CO NTS 3,000,000 2,998,279 3,131,430 57,858 6.5573 6.5500 03/15/2010 PBOB
755111AL5 RAYTHEON CO NTS 1,000,000 999,426 1,043,810 19,286 6.5573 6.5500 03/15/2010 PBOB
755111AL5 RAYTHEON CO NTS 2,500,000 2,498,566 2,609,525 48,215 6.5573 6.5500 03/15/2010 PBOB
755111AL5 RAYTHEON CO NTS 1,000,000 999,426 1,043,810 19,286 6.5573 6.5500 03/15/2010 PBOB
755111AL5 RAYTHEON CO NTS 1,000,000 999,426 1,043,810 19,286 6.5573 6.5500 03/15/2010 PBOB
755111AL5 RAYTHEON CO NTS 400,000 399,771 417,524 7,714 6.5573 6.5500 03/15/2010 PBOB
755111AN1 RAYTHEON CO NTS 10,000,000 10,007,830 10,194,300 95,667 6.1393 6.1500 11/01/2008 PBOB
755111AN1 RAYTHEON CO NTS 10,000,000 9,999,802 10,194,300 95,667 6.1503 6.1500 11/01/2008 PBOB
755111AP6 RAYTHEON CO BNDS 5,000,000 4,997,554 5,279,800 54,444 7.0039 7.0000 11/01/2028 PBOB
755111AS0 RAYTHEON CO 15,000,000 14,938,123 14,934,000 45,333 6.4370 6.4000 12/15/2018 PBOB
75621*AC5 RECKITT & COLMAN GTD 15,000,000 15,000,000 15,483,600 355,942 7.0600 7.0600 08/31/2002 PROB
75820QAC6 REED ELSEVIER MTN 5,850,000 5,894,437 6,472,440 56,063 7.4339 7.5000 05/15/2025 PBOB
760715AB8 REPUBLIC NY CORP 4,000,000 3,965,047 4,293,360 39,611 7.8275 7.7500 11/15/2026 PBOB
760719AJ3 REPUBLIC N Y CORP NTS 10,000,000 10,760,125 11,608,900 316,389 7.1261 8.3750 02/15/2007 PBOB
760719AJ3 REPUBLIC N Y CORP NTS 9,556,000 10,328,836 11,093,465 302,341 7.0500 8.3750 02/15/2007 PBOB
760942AE2 URUGUAY-27 3,000,000 2,981,107 2,970,000 108,938 7.9310 7.8750 07/15/2027 PBOB
</TABLE>
Page 112 of 141
<PAGE> 269
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
760942AE2 URUGUAY-27 1,000,000 993,702 990,000 36,313 7.9310 7.8750 07/15/2027 PBOB
760942AE2 URUGUAY-27 4,000,000 3,974,810 3,960,000 145,250 7.9310 7.8750 07/15/2027 PBOB
760942AE2 URUGUAY-27 2,000,000 1,987,405 1,980,000 72,625 7.9310 7.8750 07/15/2027 PBOB
760947AS0 RFMSI 1994-S13 CL A-2 19,338,300 18,668,633 19,392,641 112,807 7.3000 7.0000 05/25/2024 CMO
761157AE6 RESOLUTION FDG CORP BS 250,000 270,688 367,460 4,948 8.5325 9.3750 10/15/2020 PBOB
761157AG1 RESOLUTION FDG CORP BS 50,000,000 52,955,881 68,929,500 1,988,542 8.0478 8.6250 01/15/2021 PBOB
76116ECJ7 RESOLUTION FDG CORP CN STRIPS 50,000,000 10,253,254 16,514,000 0 8.3849 0.0000 04/15/2018 PBOB
76116ECM0 RESOLUTION FDG CORP CN STRIPS 50,000,000 9,155,500 15,270,500 0 8.3350 0.0000 10/15/2019 PBOB
76116ECM0 RESOLUTION FDG CORP CN STRIPS 25,000,000 4,577,750 7,635,250 0 8.3350 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 50,000,000 13,253,743 15,242,500 0 6.4895 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 50,000,000 12,228,866 15,242,500 0 6.8898 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 50,000,000 8,823,843 15,242,500 0 8.5200 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 50,000,000 8,823,843 15,242,500 0 8.5200 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 50,000,000 8,823,843 15,242,500 0 8.5200 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 50,000,000 8,823,843 15,242,500 0 8.5200 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 4,600,000 811,794 1,402,310 0 8.5200 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 50,000,000 9,295,299 15,242,500 0 8.2600 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 50,000,000 9,295,299 15,242,500 0 8.2600 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 50,000,000 9,524,402 15,242,500 0 8.1374 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 50,000,000 9,524,402 15,242,500 0 8.1374 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 50,000,000 9,524,402 15,242,500 0 8.1374 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 25,000,000 4,762,201 7,621,250 0 8.1374 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 50,000,000 9,228,639 15,242,500 0 8.2951 0.0000 10/15/2019 PBOB
76116FAA5 RESOLUTION FDG CORP PIN 20,000,000 3,691,456 6,097,000 0 8.2951 0.0000 10/15/2019 PBOB
76116FAD9 RESOLUTION FDG CORP PIN 50,000,000 12,130,314 14,692,000 0 6.6845 0.0000 07/15/2020 PBOB
76116FAD9 RESOLUTION FDG CORP PIN 50,000,000 12,130,314 14,692,000 0 6.6845 0.0000 07/15/2020 PBOB
76116NYQ7 RESOLUTION TR CORP MTE PASS 3,549,520 3,493,268 3,545,083 20,410 7.0294 6.9000 02/25/2027 CMBS
76116NYW4 RESOLUTION TR CORP MTE PASS 9,738,000 9,505,670 9,719,790 55,994 7.0961 6.9000 02/25/2027 CMBS
76126CDE9 COCA COLA ENTERPRISES1998-1 5,136,807 5,134,196 4,990,100 43,485 6.6297 6.6250 05/15/2018 PROB
767754AR5 RITE AID CORP 30,000,000 29,842,245 30,060,000 57,292 6.9168 6.8750 12/15/2028 PBOB
76803@AJ6 ENTERGY GULF STATES IC (RIVER 20,000,000 20,000,000 20,147,200 553,667 6.6000 6.6000 01/31/2001 PROB
77120#109 ROCHE HLDGS TR CTFS 10,000,000 10,000,000 10,375,000 131,942 6.6900 6.6900 04/20/2003 PROB
771367AX7 ROCHESTER GAS & ELEC ORP 1ST 5,000,000 4,979,079 5,521,300 117,188 9.4203 9.3750 04/01/2021 PBOB
774849AA1 RODAMCO NV 5,000,000 5,000,000 5,142,950 46,639 7.3000 7.3000 05/15/2005 PBOB
774849AA1 RODAMCO NV 7,000,000 7,000,000 7,200,130 65,294 7.3000 7.3000 05/15/2005 PBOB
774849AA1 RODAMCO NV 5,500,000 5,598,979 5,657,245 51,303 6.9457 7.3000 05/15/2005 PBOB
774849AA1 RODAMCO NV 10,000,000 10,176,300 10,285,900 93,278 6.9528 7.3000 05/15/2005 PBOB
774849AA1 RODAMCO NV 11,000,000 11,349,814 11,314,490 102,606 6.6790 7.3000 05/15/2005 PBOB
774849AA1 RODAMCO NV 10,105,000 10,193,274 10,393,902 94,257 7.1270 7.3000 05/15/2005 PBOB
775101AG3 ROGERS CANTEL SR NTS 2,400,000 2,424,714 2,412,000 49,800 8.1332 8.3000 10/01/2007 PBOB
775741AH4 ROLLINS TRUCK LEASING 10,000,000 9,963,986 10,890,200 243,333 7.3595 7.3000 03/01/2007 PBOB
780097AB7 ROYAL BK SCOTLAND GROP 8,000,000 7,688,797 8,079,520 212,500 6.8536 6.3750 02/01/2011 PBOB
780153AF9 ROYAL CARIBBEAN CRUISS 14,000,000 13,962,713 13,992,720 206,889 7.0412 7.0000 10/15/2007 PBOB
780153AG7 ROYAL CARIBBEAN CRUISS 8,000,000 7,888,553 7,690,400 126,667 7.6201 7.5000 10/15/2027 PBOB
780153AG7 ROYAL CARIBBEAN CRUISS 3,000,000 2,958,207 2,883,900 47,500 7.6201 7.5000 10/15/2027 PBOB
780153AG7 ROYAL CARIBBEAN CRUISS 2,000,000 1,972,138 1,922,600 31,667 7.6201 7.5000 10/15/2027 PBOB
780153AH5 ROYAL CARIBBEAN CRUISS LTD 10,000,000 9,946,069 9,794,100 198,750 6.8299 6.7500 03/15/2008 PBOB
781748AC2 RURAL/METRO CORP SR NS 2,300,000 2,296,258 2,081,500 53,331 7.9002 7.8750 03/15/2008 PBOB
781748AC2 RURAL/METRO CORP SR NS 460,000 380,676 416,300 10,666 10.8885 7.8750 03/15/2008 PBOB
783549AZ1 RYDER SYS INC 10,500,000 9,889,779 10,324,755 60,813 7.4534 6.9500 12/01/2025 PBOB
78355HCY3 RYDER SYS INC MTN 6,000,000 6,000,000 6,072,240 169,773 7.4900 7.4900 07/29/1999 PBOB
78355HFF1 RYDER SYS INC MTN 5,000,000 5,000,000 5,160,800 62,667 7.5200 7.5200 08/01/2000 PBOB
783760VD0 RYLAND CMO SERS 96 CLZ 27,622,272 26,493,047 28,308,133 209,469 9.5449 9.1000 01/20/2021 CMO
78388QAA8 BELLSOUTH CAPITAL FDGCORP 32,780,873 33,395,904 36,184,183 1,050,536 6.6956 6.9500 07/15/2017 PBOB
783890A#3 SCI SYSTEMS INC FLOATNG RATE 20,000,000 20,000,000 20,776,800 683,100 7.5900 7.5900 07/19/2006 PROB
78390@AA0 SBIL B L.L.C. SR NOTE 7,290,000 7,290,000 7,290,000 1,499 7.4000 7.4000 07/01/2002 PROB
786514AR0 SAFEWAY INC 10,000,000 9,995,928 10,630,400 206,111 7.0063 7.0000 09/15/2007 PBOB
786514AV1 SAFEWAY INC. 10,000,000 9,983,227 10,069,100 87,389 6.0903 6.0500 11/15/2003 PBOB
786609AA5 SAGA PETE A S 10,000,000 9,983,234 10,651,600 387,333 8.4385 8.4000 07/15/2004 PBOB
790907A@8 ST LAURENT PAPERBOARDINC SER 8,500,000 8,500,000 8,419,250 119,142 8.4100 8.4100 11/01/2006 PROB
79548KQH4 SBMS VII 1996 A2 96-C 10,000,000 10,078,721 10,237,500 56,500 6.6182 6.7800 11/20/2004 CMBS
</TABLE>
Page 113 of 141
<PAGE> 270
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
79549BCE5 SALOMON SMITH BARNEY TS 3,200,000 3,140,344 3,268,128 51,000 6.7719 6.3750 10/01/2004 PBOB
795770AL0 SALTON SEA FUNDING 3,200,000 3,200,000 3,272,000 20,598 7.4750 7.4750 11/30/2018 PBOB
802813AF2 SANTANDER FIN IS 10,000,000 10,067,086 10,397,700 175,000 6.8809 7.0000 04/01/2006 PBOB
80932RAB1 BANK OF SCOTLAND SUB TS 5,000,000 4,839,775 5,041,400 122,778 6.8943 6.5000 02/15/2011 PBOB
809326AA9 BANK OF SCOTLAND SUB TS 3,000,000 3,330,242 3,391,740 112,933 6.2348 8.8000 01/27/2004 PBOB
809326AA9 BANK OF SCOTLAND SUB TS 11,000,000 12,241,319 12,436,380 414,089 6.1744 8.8000 01/27/2004 PBOB
811845AM8 SEAGRAM JOSEPH E & SOS INC 6,500,000 7,929,835 7,595,640 236,961 7.4923 9.6500 08/15/2018 PBOB
811845AN6 SEAGRAM JOSEPH E & SOS INC 3,000,000 2,977,046 3,418,200 102,000 9.0802 9.0000 08/15/2021 PBOB
811845AW6 J SEAGRAM & SONS 30,000,000 29,947,848 30,187,200 93,750 7.5170 7.5000 12/15/2018 PBOB
811850AG1 SEAGRAM LTD DEB 8,000,000 8,249,071 8,657,520 308,022 8.0508 8.3500 01/15/2022 PBOB
811850AJ5 SEAGRAM LTD DEB 2,000,000 1,839,209 1,841,500 45,833 7.6015 6.8750 09/01/2023 PBOB
81567#AA9 SEDGWICK GROUP INC GT SR NTS 15,000,000 15,000,000 15,796,200 288,000 7.6800 7.6800 04/01/2006 PROB
817565AG9 SERVICE CORP INTL NTS 10,000,000 10,293,014 10,459,000 58,333 6.7030 7.0000 06/01/2015 PBOB
817565AK0 SERVICE CORP INTL NTS 14,400,000 14,386,323 15,041,376 247,500 6.8896 6.8750 10/01/2007 PBOB
82048@AB6 GECC/AIR CDA LN CTF SRS 9,916,574 9,916,575 10,484,496 60,469 6.8600 6.8600 05/29/2015 PROB
82048@AC4 GECC/AIR CDA LN CTF SRS 9,916,574 9,916,575 10,484,496 60,469 6.8600 6.8600 05/29/2015 PROB
82048@AS9 AMERADA HESS CORP (MAAD) NTS 5,760,000 5,760,000 5,998,810 1,248 7.8000 7.8000 12/31/2006 PROB
826166AA8 SIEBE PLC 144A 16,000,000 15,978,200 16,971,200 525,667 7.1476 7.1250 01/15/2007 PBOB
82642#AC2 SIERRA PACIFIC INDS SRS C SR 15,000,000 15,000,000 15,389,250 177,000 7.2000 7.2000 11/02/2005 PROB
82655@AA2 SIGCORP CAPITAL INC S NTS 13,500,000 13,500,000 14,550,030 183,893 7.4300 7.4300 04/25/2012 PROB
8266TBAA1 FIRST UNION CORP SUB TS 5,000,000 5,427,559 5,611,800 114,833 6.3779 7.8000 09/15/2006 PBOB
831588AA6 SLOVAK REPUBLIC 2,600,000 2,594,956 2,444,000 146,142 9.5561 9.5000 05/28/2003 PBOB
83159*AB1 SLOUGH ESTATES CDA LT GTD SR 3,666,300 3,666,300 3,810,386 24,717 8.0900 8.0900 06/01/2004 PROB
83159*AE5 SLOUGH ESTATES GRTD S NTS 10,000,000 10,000,000 10,468,900 128,439 7.5800 7.5800 04/30/2007 PROB
83159@AA1 SLOUGH PARKS HLDGS IN GTD SR 7,333,700 7,333,700 7,621,914 49,441 8.0900 8.0900 06/01/2004 PROB
83159QAA5 SLOVENSKE ELEKTRARNE FINANCE 15,000,000 15,000,000 16,005,000 126,438 8.6700 8.6700 11/26/2007 PROB
83239#AA3 SMITHS INDS GTD SR NT 8,814,815 8,814,815 9,569,451 298,146 8.3400 8.3400 08/05/2002 PROB
835495AA0 SONOCO PRODS CO SR NT 3,000,000 2,997,568 4,008,750 115,000 9.2086 9.2000 08/01/2021 PBOB
84258PAC1 SOUTHERN CO CAPITAL T I GTD 10,000,000 10,000,000 11,083,900 341,250 8.1900 8.1900 02/01/2037 PBOB
843234AB1 SOUTHERN INVESTMENTS K SR NTS 13,250,000 13,222,459 13,777,748 75,083 6.8344 6.8000 12/01/2006 PBOB
843452AX1 SOUTHERN NATURAL GAS TS 7,000,000 6,967,823 7,034,580 115,524 6.1887 6.1250 09/15/2008 PBOB
84348QAH0 SOUTHERN NEW ENGLAND 15,000,000 14,991,950 16,066,650 396,667 7.0103 7.0000 08/15/2005 PBOB
8447HBAC6 SOUTHTRUST BANK ALABAA NTS 8,500,000 8,500,000 8,798,690 24,801 6.5650 6.5650 12/15/2027 PBOB
845335BX5 SOUTHWESTERN BELL TELCO DEB 6,000,000 5,973,683 6,561,720 204,042 7.4122 7.3750 07/15/2027 PBOB
848503AH1 SPIEKER PROPERTIES NT 18,000,000 17,951,328 17,643,780 560,250 6.7905 6.7500 01/15/2008 PBOB
852060AC6 SPRINT CAPITAL CORP BNDS 5,000,000 4,989,394 5,110,750 38,281 6.1540 6.1250 11/15/2008 PBOB
852060AD4 SPRINT CAPITAL CORP BNDS 10,000,000 10,250,104 10,397,200 85,938 6.6806 6.8750 11/15/2028 PBOB
852060AD4 SPRINT CAPITAL CORP BNDS 10,000,000 10,247,505 10,397,200 85,938 6.6826 6.8750 11/15/2028 PBOB
852060AD4 SPRINT CAPITAL CORP BNDS 5,000,000 5,124,402 5,198,600 42,969 6.6816 6.8750 11/15/2028 PBOB
852060AD4 SPRINT CAPITAL CORP BNDS 10,000,000 10,242,207 10,397,200 85,938 6.6866 6.8750 11/15/2028 PBOB
852060AD4 SPRINT CAPITAL CORP BNDS 5,000,000 5,149,406 5,198,600 42,969 6.6436 6.8750 11/15/2028 PBOB
852060AD4 SPRINT CAPITAL CORP BNDS 10,000,000 10,289,514 10,397,200 85,938 6.6507 6.8750 11/15/2028 PBOB
85333JBY2 STANDARD CRED CARD 195-9 CL B 6,000,000 6,280,114 6,206,220 93,100 5.9586 6.6500 10/07/2007 ABOB
853836B*4 STANDARD PRODS CO SR TS 32,500,000 32,500,000 32,499,675 88,698 6.5500 6.5500 12/16/2003 PROB
85547*AD3 STARKEY LABS INC SR NS 10,000,000 10,000,000 10,202,900 41,767 7.1600 7.1600 12/10/2006 PROB
85746*CB4 VIRGINIA ELEC & PWR C/ENRON 7,000,000 7,047,998 7,419,230 30,033 7.2158 7.3550 02/12/2007 PROB
85746*CD0 CP SHIPS INC. 11,000,000 11,000,000 10,482,560 260,385 6.7100 6.7100 08/24/2012 PROB
85746*CE8 CP SHIPS INC. 6,000,000 6,000,000 5,717,760 142,028 6.7100 6.7100 08/24/2012 PROB
86083#AB1 STIMSON LUMBER GTD SRNT 3,500,000 3,500,000 3,608,570 79,319 7.3500 7.3500 03/10/2007 PROB
86083#AC9 STIMSON LUMBER GTS SRNT 8,000,000 8,000,000 8,304,960 184,013 7.4600 7.4600 03/10/2009 PROB
86083#AD7 STIMSON LUBER CO GTD R NT 5,500,000 5,500,000 5,729,515 128,714 7.5900 7.5900 03/10/2012 PROB
863572FK4 SASC 95-C1 B 4,000,000 3,802,601 3,980,000 24,583 7.8209 7.3750 09/25/2024 CMBS
863572HT3 SASC 96-CFL A2B 6,000,000 6,116,665 6,052,500 33,795 6.6085 6.7590 02/25/2028 CMBS
864282AA6 SUBIC PWR CORP NTS 1,172,471 1,233,749 879,353 928 8.6648 9.5000 12/28/2008 PBOB
866762AE7 SUN INC DEB 5,160,000 5,126,162 6,413,983 40,313 9.4525 9.3750 06/01/2016 PBOB
866762AJ6 SUN INC DEB 15,000,000 14,997,857 15,234,450 203,125 8.1431 8.1250 11/01/1999 PBOB
86787YAA1 SUNTRUST ACP II 29,440,000 29,812,134 31,399,232 103,367 7.7889 7.9000 06/15/2027 PBOB
86959CAA1 SVENSKA HANDELSBANKEN 5,000,000 5,029,943 4,992,300 112,813 7.0813 7.1250 03/29/2049 PROB
87083KAM4 SWISS BANK CORP NEW YRK 10,000,000 10,339,902 10,720,500 32,778 7.0431 7.3750 06/15/2017 PBOB
870836AB9 SWISS BK CORP NY 1,972,000 2,132,799 2,106,017 67,062 6.5598 7.3750 07/15/2015 PBOB
870836AC7 SWISS BANK CORP 7,000,000 7,422,022 7,562,660 242,083 6.9971 7.5000 07/15/2025 PBOB
</TABLE>
Page 114 of 141
<PAGE> 271
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
870845AC8 SWISS BK CORP-NY 5,000,000 5,691,615 5,561,650 129,167 6.6501 7.7500 09/01/2026 PBOB
87161#AA6 SYNTHES (USA) 20,000,000 20,000,000 19,556,600 288,600 6.6600 6.6600 10/13/2008 PROB
872287AE7 TCI TELECOMMUNICATION INC DEB 12,000,000 12,113,918 12,861,480 311,667 6.7052 6.8750 02/15/2006 PBOB
872287AL1 TCI COMMUNICATIONS IN 25,000,000 24,821,780 27,066,000 672,917 7.1837 7.1250 02/15/2028 PBOB
87251*AA1 TGN IFC TRUST II CERT 957,047 957,047 1,002,794 2,010 9.4500 9.4500 07/23/2008 PROB
87251#AA7 TGN IFC TRUST I CERT 5,084,314 5,084,314 5,327,344 10,677 9.4500 9.4500 07/23/2008 PROB
872540AE9 TJX COS INC 7,500,000 7,490,460 7,901,025 23,333 7.0249 7.0000 06/15/2005 PBOB
87262WAA7 TPSA FINANCE BV 20,000,000 19,856,958 19,789,000 90,417 7.8550 7.7500 12/10/2008 PBOB
876199A@9 TARMAC PLC 20,000,000 20,000,000 20,043,600 536,667 6.9000 6.9000 08/11/2007 PROB
88033GAC4 TENET HEALTHCARE CORPSR NTS 1,700,000 1,762,518 1,786,683 12,219 7.7121 8.6250 12/01/2003 PBOB
88033GAC4 TENET HEALTHCARE CORPSR NTS 1,700,000 1,761,712 1,786,683 12,219 7.7236 8.6250 12/01/2003 PBOB
88033GAC4 TENET HEALTHCARE CORPSR NTS 460,000 484,373 483,455 3,306 7.3224 8.6250 12/01/2003 PBOB
88033GAC4 TENET HEALTHCARE CORPSR NTS 690,000 713,346 725,183 4,959 7.7837 8.6250 12/01/2003 PBOB
88033GAG5 TENET HEALTHCARE CORPSR NTS 1,300,000 1,271,420 1,374,542 51,702 9.0153 8.6250 01/15/2007 PBOB
88033GAG5 TENET HEALTHCARE CORPSR NTS 1,300,000 1,261,561 1,374,542 51,702 9.1526 8.6250 01/15/2007 PBOB
88033GAK6 TENET HEALTHCARE CORP 1,150,000 1,145,707 1,195,000 7,786 8.1807 8.1250 12/01/2008 PBOB
880451AS8 TENNESSEE GAS PIPELIN CO NTS 3,000,000 2,981,841 3,112,020 61,833 7.0497 7.0000 03/15/2027 PBOB
880451AS8 TENNESSEE GAS PIPELIN CO NTS 3,000,000 2,981,841 3,112,020 61,833 7.0497 7.0000 03/15/2027 PBOB
880451AU3 TENNESSEE GAS PIPELIN CO NTS 5,000,000 4,939,649 5,350,850 95,313 7.7237 7.6250 04/01/2037 PBOB
880451AU3 TENNESSEE GAS PIPELIN CO NTS 5,000,000 4,939,649 5,350,850 95,313 7.7237 7.6250 04/01/2037 PBOB
880451AU3 TENNESSEE GAS PIPELIN CO NTS 10,000,000 9,988,411 10,701,700 190,625 7.6344 7.6250 04/01/2037 PBOB
880451AV1 TENNESSEE GAS PIPELIN 18,000,000 17,755,931 18,021,420 287,000 7.1102 7.0000 10/15/2028 PBOB
880880AA7 TERMOEMACLI FUND CORP 5,600,000 5,600,000 3,976,000 25,200 10.1250 0.1250 12/15/2014 PBOB
881685AV3 TEXACO CAPITAL INC GT DEB 4,000,000 4,236,822 5,181,640 118,333 8.2916 8.8750 09/01/2021 PBOB
881685AY7 TEXACO CAPITAL INC GT DEB 9,500,000 9,407,130 12,331,380 204,844 8.7155 8.6250 04/01/2032 PBOB
882389BY4 TEXAS EASTERN TRANSMNCORP NTS 2,500,000 2,487,387 2,771,300 43,542 8.3617 8.2500 10/15/2004 PBOB
882389BY4 TEXAS EASTERN TRANSMNCORP NTS 7,500,000 7,462,162 8,313,900 130,625 8.3617 8.2500 10/15/2004 PBOB
882587AT5 TEXAS-NEW MEXICO PWR O 1ST 2,500,000 2,575,491 2,631,425 68,090 7.3328 9.2500 09/15/2000 PBOB
882850BJ8 TEXAS UTILS ELEC CO 1T MTGE & 7,500,000 7,477,739 8,399,850 154,688 8.3210 8.2500 04/01/2004 PBOB
882850CT5 TEXAS UTILS ELEC CO 1T MTGE & 3,250,000 2,896,062 3,352,245 50,781 8.6979 6.2500 10/01/2004 PBOB
88321*BQ9 TEXTRON FINL CORP SR TS 9,000,000 9,000,000 9,051,210 34,065 7.5700 7.5700 06/13/1999 PROB
88322LAA7 THAILAND KINGDOM MTN 9,000,000 6,929,727 7,875,000 160,843 10.1031 7.0700 09/30/2013 PBOB
884903B#1 THOMSON CORP NTS 37,000,000 37,000,000 37,279,720 267,716 7.0400 7.0400 11/24/1999 PROB
88538#AC6 THORNWOOD INC TRANCHEB 40,000,000 40,000,000 41,253,600 1,172,267 6.7200 6.7200 01/24/2006 PROB
885571AB5 360 COMMUNICATIONS COSR NTS 2,100,000 2,077,164 2,318,883 52,500 7.7003 7.5000 03/01/2006 PBOB
88731EAF7 TIME WARNER ENTERTAINENT 10,000,000 10,330,884 12,214,600 246,597 8.0620 8.3750 03/15/2023 PBOB
88731EAJ9 TIME WARNER ENT SR NT 8,500,000 8,717,843 10,558,020 328,253 8.1520 8.3750 07/15/2033 PBOB
88731EAJ9 TIME WARNER ENT SR NT 10,000,000 11,223,646 12,421,200 386,181 7.3904 8.3750 07/15/2033 PBOB
887315AN9 TIME WARNER INC NTS 2,600,000 2,603,049 2,874,716 8,956 7.7266 7.7500 06/15/2005 PBOB
887315AN9 TIME WARNER INC NTS 1,300,000 1,301,525 1,437,358 4,478 7.7266 7.7500 06/15/2005 PBOB
887364AB3 NEW TIMES MIRROR 600,000 646,085 698,628 22,500 6.8489 7.5000 07/01/2023 PBOB
887364AB3 NEW TIMES MIRROR 12,620,000 12,955,604 14,694,476 473,250 7.2661 7.5000 07/01/2023 PBOB
888737AB9 TJIWI KIMIA 2,700,000 2,687,504 1,458,000 112,500 10.1105 10.0000 08/01/2004 PBOB
890531B@4 TOPS MARKETS INC SUB TS 14,521,060 14,941,546 15,024,650 962,020 7.2640 13.2500 07/01/1999 PROB
891490AH7 TOSCO SR NTS 5,900,000 6,040,063 6,299,017 57,484 7.2043 7.6250 05/15/2006 PBOB
892335AC4 TOYS R US INC NTS 7,000,000 7,815,434 8,670,200 204,167 7.6592 8.7500 09/01/2021 PBOB
892335AC4 TOYS R US INC NTS 2,000,000 2,236,228 2,477,200 58,333 7.6453 8.7500 09/01/2021 PBOB
893290AB2 TRANS OCEAN CONTAINER 5,070,777 5,015,493 5,084,468 84,555 6.9985 6.6700 01/01/2007 PBOB
893502BQ6 TRANSAMERICA FIN CORPNTS 7,000,000 6,681,921 7,481,810 154,583 8.6015 7.5000 03/15/2004 PBOB
893502BQ6 TRANSAMERICA FIN CORPNTS 1,000,000 1,024,674 1,068,830 22,083 6.9272 7.5000 03/15/2004 PBOB
893526BY8 TRANSCANADA PIPELINESLTD DEB 5,000,000 5,809,238 6,609,150 246,875 8.2664 9.8750 01/01/2021 PBOB
893526BY8 TRANSCANADA PIPELINESLTD DEB 8,000,000 9,084,507 10,574,640 395,000 8.5027 9.8750 01/01/2021 PBOB
893526BY8 TRANSCANADA PIPELINESLTD DEB 1,000,000 998,836 1,321,830 49,375 9.8881 9.8750 01/01/2021 PBOB
893570BL4 TRANSCONTINENTAL GAS IPELINE 5,000,000 5,000,000 5,121,150 163,233 7.0800 7.0800 07/15/2026 PBOB
893817AA4 TRANSOCEAN OFFSHORE IC NOTE 2,000,000 2,000,000 2,099,660 31,456 7.4500 7.4500 04/15/2027 PBOB
894643CB9 TREAS INVT GROWTH RCPS SERS 1 5,650,000 2,529,043 3,827,197 0 6.3418 0.0000 11/15/2011 GZOB
896047AD9 TRIBUNE COMPANY 15,000,000 14,956,022 15,996,450 171,875 6.9241 6.8750 11/01/2006 PBOB
896047AD9 TRIBUNE COMPANY 5,000,000 4,985,341 5,332,150 57,292 6.9241 6.8750 11/01/2006 PBOB
896047AD9 TRIBUNE COMPANY 5,000,000 4,985,341 5,332,150 57,292 6.9241 6.8750 11/01/2006 PBOB
89605HBP8 TRIBUNE CO MTN 10,000,000 9,955,389 10,425,300 81,139 6.4316 6.3500 11/07/2005 PBOB
89837*AA0 TRUSTEES OF JAMES CAMBELL SR 20,000,000 20,000,000 21,069,000 4,217 7.5900 7.5900 12/29/2002 PROB
</TABLE>
Page 115 of 141
<PAGE> 272
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
89837@AA8 TRUSTEES OF JAMES CAMBELL SR 14,000,000 14,000,000 14,221,340 2,590 6.6600 6.6600 12/29/2003 PROB
89837@AA8 TRUSTEES OF JAMES CAMBELL SR 18,000,000 18,000,000 18,284,580 3,330 6.6600 6.6600 12/29/2003 PROB
902118AG3 TYCO INTL GROUP NTS 20,000,000 19,851,597 20,070,200 200,764 6.2270 6.1250 11/01/2008 PBOB
902120AD6 TYCO INTL LTD NTS 4,000,000 4,223,947 5,231,520 63,333 8.9254 9.5000 05/01/2022 PBOB
902120AD6 TYCO INTL LTD NTS 5,000,000 5,391,549 6,539,400 79,167 8.7098 9.5000 05/01/2022 PBOB
902120AD6 TYCO INTL LTD NTS 500,000 498,882 653,940 7,917 9.5241 9.5000 05/01/2022 PBOB
90247GAD0 TYSON FOODS MTN 15,000,000 14,950,448 15,205,950 82,813 6.6863 6.6250 10/17/2005 PBOB
90269QAC3 U G I UTILS INC MTN 10,000,000 10,008,522 10,527,000 84,589 6.6034 6.6200 05/15/2005 PBOB
902917AC7 USA WASTE SERVICES 10,000,000 9,982,730 10,454,200 175,000 7.0370 7.0000 10/01/2004 PBOB
902917AE3 USA WASTE SVCS NTS 5,000,000 4,998,488 5,094,950 14,444 6.5088 6.5000 12/15/2002 PBOB
902917AH6 USA WASTE SERVICES SRNTS 10,000,000 9,889,206 10,202,600 318,889 7.0901 7.0000 07/15/2028 PBOB
902917AH6 USA WASTE SERVICES SRNTS 2,000,000 1,977,841 2,040,520 63,778 7.0901 7.0000 07/15/2028 PBOB
902917AH6 USA WASTE SERVICES SRNTS 5,000,000 5,135,024 5,101,300 159,444 6.7871 7.0000 07/15/2028 PBOB
902917AH6 USA WASTE SERVICES SRNTS 4,500,000 4,592,479 4,591,170 143,500 6.8371 7.0000 07/15/2028 PBOB
903293AN8 USG CORP 2,210,000 2,289,895 2,367,264 60,192 7.7426 9.2500 09/15/2001 PBOB
903293AP3 USG CORP 750,000 764,463 808,230 26,563 8.1161 8.5000 08/01/2005 PBOB
903296AA9 USL CAPITAL CORP SR NS 6,000,000 5,647,444 6,223,620 32,500 7.9678 6.5000 12/01/2003 PBOB
903296AA9 USL CAPITAL CORP SR NS 7,573,000 7,043,296 7,855,246 41,020 8.2598 6.5000 12/01/2003 PBOB
90331VAW2 US BANK N.A. SUB NTS 13,130,000 13,143,206 13,813,023 355,604 6.4852 6.5000 02/01/2008 PBOB
90339@AA9 U S ROBOTICS INC SR NS 4,800,000 4,800,000 4,889,472 1,003 7.5200 7.5200 06/30/2001 PROB
90389XAA7 ULTRAMAR CORP MTN 11,000,000 10,986,316 11,918,830 259,111 8.0259 8.0000 03/15/2005 PBOB
90389XAA7 ULTRAMAR CORP MTN 3,000,000 2,996,268 3,250,590 70,667 8.0259 8.0000 03/15/2005 PBOB
90389XAA7 ULTRAMAR CORP MTN 7,000,000 6,991,292 7,584,710 164,889 8.0259 8.0000 03/15/2005 PBOB
904000AA4 ULTRAMAR DIAMOND SHAMOCK 8,500,000 8,652,352 8,421,885 129,200 7.0267 7.2000 10/15/2017 PBOB
905581AQ7 UNION CARBIDE CORP NT 12,200,000 12,390,976 12,231,354 69,032 6.6633 6.7900 06/01/2025 PBOB
906548D@8 AMEREN UE (UNION ELEC 30,000,000 30,000,000 32,778,600 104,125 8.3300 8.3300 12/16/2002 PROB
906619AN1 UNION FIN SVCS 1998-ACL A9 15,000,000 14,975,984 15,022,200 38,200 5.7581 5.7300 12/01/2005 ABOB
907770AV3 UNION OIL CO OF CALIFNTS 9,000,000 8,985,625 8,974,170 239,063 6.4123 6.3750 02/01/2004 PBOB
907770BD2 UNOCAL CORP DEB 3,500,000 3,445,920 3,297,385 40,833 7.1263 7.0000 05/01/2028 PBOB
907770BD2 UNOCAL CORP DEB 5,000,000 4,763,738 4,710,550 58,333 7.3966 7.0000 05/01/2028 PBOB
907818AM0 UNION PACIFIC CORP NT 15,000,000 15,000,000 15,736,950 446,250 7.8750 7.8750 02/15/2002 PBOB
907818AV0 UNION PACIFIC CORP NT 14,650,000 14,650,000 15,678,723 185,567 7.6000 7.6000 05/01/2005 PBOB
90782EGV0 UNION PACIFIC NTS 5,000,000 5,000,000 5,179,200 49,039 6.7900 6.7900 11/08/2007 PBOB
907834AB1 UNION PACIFIC RES 8,000,000 7,667,453 7,650,000 126,667 7.8705 7.5000 10/15/2026 PBOB
907834AB1 UNION PACIFIC RES 4,000,000 3,841,111 3,825,000 63,333 7.8535 7.5000 10/15/2026 PBOB
907834AD7 UNION PACIFIC RESOURCS NTS 10,000,000 9,906,615 9,701,400 83,056 6.6824 6.5000 05/15/2005 PBOB
907834AG0 UNION PACIFIC RESOURCS 4,000,000 3,976,703 3,663,360 36,544 7.1979 7.1500 05/15/2028 PBOB
907834AG0 UNION PACIFIC RESOURCS 5,000,000 4,654,235 4,579,200 45,681 7.7503 7.1500 05/15/2028 PBOB
908066AC7 UNION PLANTERS TR I 5,500,000 5,661,034 5,853,870 20,044 7.9378 8.2000 12/15/2026 PBOB
908584DJ1 UNION TANK CAR CO 10,000,000 9,990,822 10,415,600 296,875 7.1401 7.1250 02/01/2007 PBOB
908584DJ1 UNION TANK CAR CO 5,000,000 4,995,411 5,207,800 148,438 7.1401 7.1250 02/01/2007 PBOB
908587AB4 UNION TANK CAR SERS 9 A 7,998,004 7,995,719 8,145,567 268,831 6.7652 6.7600 01/02/2006 PBOB
91019@AC0 UNITED DOMINION INDUSRIES,INC 10,000,000 10,000,000 9,797,300 49,800 6.6400 6.6400 06/04/2008 PROB
912129AE3 UNITED STATES LEASINGINTL INC 5,000,000 4,716,838 5,181,450 42,326 8.1925 6.6250 05/15/2003 PBOB
91213LBQ7 UNITED STATES LEASINGINTL INC 5,000,000 5,005,128 5,080,800 154,167 7.2713 7.4000 11/02/1999 PBOB
91213LEL5 UNITED STATES LEASINGINTL INC 12,400,000 12,655,499 14,068,916 349,267 8.0144 8.4500 01/25/2005 PBOB
91213LEL5 UNITED STATES LEASINGINTL INC 3,000,000 3,134,838 3,403,770 84,500 7.5138 8.4500 01/25/2005 PBOB
912810CU0 USA TREAS BONDS 19,000 21,545 22,563 324 6.9054 13.1250 05/15/2001 GNOB
912810FF0 USA TREAS BONDS 10,000,000 10,365,405 10,237,500 66,713 5.0128 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 10,000,000 10,368,528 10,237,500 66,713 5.0108 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 5,000,000 5,178,018 5,118,750 33,356 5.0187 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 10,000,000 10,349,790 10,237,500 66,713 5.0227 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 5,000,000 5,174,114 5,118,750 33,356 5.0236 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 10,000,000 10,346,667 10,237,500 66,713 5.0246 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 24,000,000 24,828,252 24,570,000 160,111 5.0256 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 50,000,000 51,725,525 51,187,500 333,564 5.0256 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 34,000,000 35,173,357 34,807,500 226,823 5.0256 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 22,500,000 23,241,352 23,034,375 150,104 5.0355 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 20,000,000 20,331,146 20,475,000 133,425 5.1409 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 20,000,000 20,321,774 20,475,000 133,425 5.1440 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 10,000,000 10,151,515 10,237,500 66,713 5.1501 5.2500 11/15/2028 GNOB
</TABLE>
Page 116 of 141
<PAGE> 273
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
912810FF0 USA TREAS BONDS 15,000,000 15,227,272 15,356,250 100,069 5.1501 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 20,000,000 20,309,278 20,475,000 133,425 5.1481 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 15,000,000 15,217,909 15,356,250 100,069 5.1542 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 10,000,000 10,149,958 10,237,500 66,713 5.1511 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 25,000,000 25,335,846 25,593,750 166,782 5.1613 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 27,000,000 27,282,579 27,641,250 180,124 5.1808 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 50,000,000 50,499,864 51,187,500 333,564 5.1838 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 25,000,000 25,249,932 25,593,750 166,782 5.1838 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 25,000,000 25,191,354 25,593,750 166,782 5.1993 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 25,000,000 25,179,639 25,593,750 166,782 5.2023 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 50,000,000 50,390,519 51,187,500 333,564 5.1982 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 28,000,000 28,218,691 28,665,000 186,796 5.1982 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 5,000,000 5,047,651 5,118,750 33,356 5.1869 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 5,000,000 5,045,307 5,118,750 33,356 5.1900 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 5,000,000 5,043,745 5,118,750 33,356 5.1920 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 5,000,000 5,039,839 5,118,750 33,356 5.1972 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 5,000,000 5,042,964 5,118,750 33,356 5.1931 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 5,000,000 5,042,183 5,118,750 33,356 5.1941 5.2500 11/15/2028 GNOB
912810FF0 USA TREAS BONDS 5,000,000 5,036,715 5,118,750 33,356 5.2013 5.2500 11/15/2028 GNOB
912827F49 USA TREAS NOTES 312,640 319,946 339,458 3,044 6.7139 7.5000 05/15/2002 GNOB
912827F49 USA TREAS NOTES 202,760 207,498 220,153 1,974 6.7139 7.5000 05/15/2002 GNOB
912827G55 USA TREAS NOTES 100,000 99,979 105,484 2,408 6.3817 6.3750 08/15/2002 GNOB
912827G55 USA TREAS NOTES 600,000 599,873 632,904 14,448 6.3817 6.3750 08/15/2002 GNOB
912827Q88 USA TREAS NOTES 30,000 29,058 33,727 822 7.9540 7.2500 08/15/2004 GNOB
9128273E0 USA TREAS NOTES 100,000 104,271 109,219 2,314 5.4964 6.1250 08/15/2007 GNOB
9128273E0 USA TREAS NOTES 300,000 314,517 327,657 6,941 5.4152 6.1250 08/15/2007 GNOB
9128273E0 USA TREAS NOTES 625,000 655,243 682,619 14,459 5.4152 6.1250 08/15/2007 GNOB
9128273E0 USA TREAS NOTES 120,000 125,807 131,063 2,776 5.4152 6.1250 08/15/2007 GNOB
912833FK1 USA TREAS NOTES STRIP IS 50,000 46,280 48,086 0 9.0510 0.0000 11/15/1999 GZOB
913017AS8 UNITED TECHNOLOGIES CORP DEB 3,000,000 2,953,366 3,919,470 87,500 8.9120 8.7500 03/01/2021 PBOB
913017AS8 UNITED TECHNOLOGIES CORP DEB 3,515,000 3,460,361 4,592,312 102,521 8.9120 8.7500 03/01/2021 PBOB
913017AS8 UNITED TECHNOLOGIES CORP DEB 3,000,000 3,576,911 3,919,470 87,500 7.0258 8.7500 03/01/2021 PBOB
91311QAA3 UNITED UTILITIES PLC 10,000,000 9,995,753 10,133,600 161,250 6.4562 6.4500 04/01/2008 PBOB
91326@AD6 UNITOG CO & UNITOG RENTAL SVCS 10,000,000 10,000,000 10,092,500 116,578 6.8800 6.8800 10/31/2005 PROB
91377*AB0 UNITED TR FUND LTD PARTNERSHIP 3,500,000 3,500,000 3,518,830 52,500 9.0000 9.0000 05/01/1999 PROB
915436A*0 UPM-KYMMENE CORP SR NT 15,000,000 15,000,000 15,822,150 38,600 7.7200 7.7200 12/19/2005 PROB
915436AC3 UPM-KYMMENE CRP SR NT 5,000,000 4,974,716 5,004,100 36,215 7.4930 7.4500 11/26/2027 PBOB
915436AC3 UPM-KYMMENE CRP SR NT 3,300,000 3,283,312 3,302,706 23,902 7.4930 7.4500 11/26/2027 PBOB
918005AF6 UTILICORP UNITED INC SR NTS 6,000,000 5,779,621 6,768,420 226,867 8.8481 8.2000 01/15/2007 PBOB
918005AN9 UTILICORP UNITED INC SR NTS 1,500,000 1,499,450 1,547,985 21,217 6.7061 6.7000 10/15/2006 PBOB
918005AN9 UTILICORP UNITED INC SR NTS 1,000,000 1,001,582 1,031,990 14,144 6.6736 6.7000 10/15/2006 PBOB
918005AN9 UTILICORP UNITED INC SR NTS 5,000,000 5,041,531 5,159,950 70,722 6.5621 6.7000 10/15/2006 PBOB
918204AJ7 VF CORP 10,000,000 9,954,659 10,454,200 56,250 6.8385 6.7500 06/01/2005 PBOB
918204AJ7 VF CORP 15,000,000 14,960,932 15,681,300 84,375 6.8008 6.7500 06/01/2005 PBOB
922380AA8 VASTAR RESOURCES INC NTS 15,000,000 14,950,611 16,834,050 546,875 8.8211 8.7500 02/01/2005 PBOB
922380AA8 VASTAR RESOURCES INC NTS 7,000,000 7,704,544 7,855,890 255,208 6.7079 8.7500 02/01/2005 PBOB
925524AD2 VIACOM INC 2,600,000 2,562,380 2,835,482 16,792 8.0431 7.7500 06/01/2005 PBOB
927804CV4 VIRGINIA ELEC & PWR CO 1ST & 8,000,000 8,002,084 8,791,200 220,000 8.2476 8.2500 03/01/2025 PBOB
92826#AB1 VISA LAND DEV II LP SERS B SR 10,000,000 10,000,000 11,184,600 34,800 7.8300 7.8300 09/15/2015 PROB
92929QAC1 WMX TECHNOLOGIES INC NTS 18,250,000 19,112,963 19,910,203 247,389 6.9240 8.0000 04/30/2004 PBOB
92929QAR8 WMX TECHNOLOGIES INC NTS 13,500,000 13,801,422 14,280,705 199,500 6.6283 7.0000 10/15/2006 PBOB
93114KAF0 WAL MART STORES INC DISC NTS 10,000,000 10,000,000 11,870,600 431,000 8.6200 8.6200 01/01/2010 PBOB
93884PCJ7 WASHINGTON GAS LT CO MTN 10,000,000 10,000,000 10,350,100 200,811 6.8200 6.8200 10/09/2026 PBOB
93936KBE8 PUGET SOUND ENERGY, INC (WASH 20,000,000 20,000,000 20,883,400 61,600 6.9300 6.9300 09/13/2005 PBOB
94068VBC6 WASHINGTON WTR PWR CO SECD 9,900,000 9,900,000 10,218,186 103,125 6.2500 6.2500 11/24/2003 PBOB
94068VBN2 WASHINGTON WTR PWR CO SECD 6,700,000 6,700,000 6,883,647 276,375 8.2500 8.2500 12/13/1999 PBOB
948571AA2 WEEKS REALTY REIT 10,000,000 9,966,502 9,452,800 202,431 6.9424 6.8750 03/15/2005 PBOB
94860*BG6 WEGMANS FOOD MARKETS, INC. 9,200,000 9,200,000 9,270,932 27,314 6.6800 6.6800 09/15/2013 PROB
950590AD1 WENDYS INTL INC NTS 7,500,000 7,241,132 7,490,250 21,167 6.9850 6.3500 12/15/2005 PBOB
950590AG4 WENDYS INTL INC DEB 8,000,000 7,229,016 7,820,560 24,889 7.8664 7.0000 12/15/2025 PBOB
955278AX4 WEST PENN PWR CO 1ST MTGE GG 2,750,000 2,744,541 2,929,080 18,047 7.9177 7.8750 12/01/2004 PBOB
</TABLE>
Page 117 of 141
<PAGE> 274
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ---------- ----------------------------- ---------- ---------- ---------- -------- -------- ------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
955278AY2 WEST PENN PWR CO 1ST MTGE HH 4,000,000 3,966,151 4,221,720 122,917 7.5105 7.3750 08/01/2007 PBOB
955278AY2 WEST PENN PWR CO 1ST MTGE HH 4,000,000 3,966,151 4,221,720 122,917 7.5105 7.3750 08/01/2007 PBOB
955278AY2 WEST PENN PWR CO 1ST MTGE HH 4,000,000 3,966,152 4,221,720 122,917 7.5105 7.3750 08/01/2007 PBOB
957674AC8 WESTERN ATLAS INC NTS 14,500,000 14,839,523 15,904,325 50,750 7.3463 7.8750 06/15/2004 PBOB
958587BC0 WESTERN MASS ELEC CO 1ST MTGE 6,000,000 5,986,222 6,208,800 221,250 7.4773 7.3750 07/01/2001 PBOB
959421D#2 WESTERN RESERVE TEL CO NTS A 4,950,000 4,950,000 5,373,225 99,619 8.0500 8.0500 10/01/2009 PROB
959425AD1 WESTERN RESOURCES INC 1ST MTGE 4,000,000 4,064,610 4,192,320 64,600 7.5045 7.6500 04/15/2023 PBOB
961238AG7 WESTPOINT STEVENS INC SR NTS 5,750,000 5,748,381 5,821,875 20,125 7.8807 7.8750 06/15/2005 PBOB
961238AG7 WESTPOINT STEVENS INC SR NTS 80,000 81,612 81,000 280 7.4759 7.8750 06/15/2005 PBOB
961548AG9 WESTVACO CORP DEB 5,000,000 5,000,000 5,277,500 256,250 10.2500 10.2500 07/01/2018 PBOB
961548AG9 WESTVACO CORP DEB 10,000,000 10,000,000 10,555,000 512,500 10.2500 10.2500 07/01/2018 PBOB
961599B#3 WEST VIRGINIA-AMERICAN WATER C 32,000,000 32,000,000 32,000,000 5,609 6.3100 6.3100 12/01/2008 PROB
963320AE6 WHIRLPOOL CORP NTS 5,000,000 5,511,785 6,070,650 189,583 7.5243 9.1000 02/01/2008 PBOB
96333#AA0 WHIRLPOOL REALTY CORP SR NTS 14,600,442 14,600,443 15,625,977 297,837 8.0700 8.0700 03/31/2010 PROB
96333#AB8 WHIRLPOOL REALTY CORP SR NTS 7,082,862 7,082,862 6,881,071 118,166 6.6000 6.6000 03/31/2010 PROB
96647KAF9 WHITMAN CORP NTS 7,000,000 7,000,000 7,460,880 150,255 7.2900 7.2900 09/15/2026 PBOB
96647KAF9 WHITMAN CORP NTS 3,000,000 3,103,275 3,197,520 64,395 7.0068 7.2900 09/15/2026 PBOB
969133AJ6 WILLAMETTE INDS INC NTS 14,000,000 13,998,089 14,949,200 514,500 7.3512 7.3500 07/01/2026 PBOB
97068*AA3 WILLISTON BASIN INTERSTATE 20,000,000 20,000,000 20,871,400 128,306 7.4500 7.4500 05/31/2006 PROB
97181#BT9 WILMINGTON TR CO LN CTF 3,609,560 3,609,561 3,805,992 18,874 7.2400 7.2400 06/05/2013 PROB
97181#CW1 THE DOTHAN TRUST (WILMINGTON 9,000,000 9,000,000 9,854,820 88,090 7.6600 7.6600 02/15/2007 PROB
976826AV9 WISCONSIN PWR & LT CO 1ST 20,000,000 19,611,883 22,128,800 155,000 9.5009 9.3000 12/01/2025 PBOB
976826AX5 WISCONSIN PWR & LT CO 1ST 2,000,000 1,995,821 2,224,360 12,917 7.7980 7.7500 06/01/2004 PBOB
977385AK9 WITCO CORP DEB 10,000,000 9,989,360 8,922,500 286,458 6.8837 6.8750 02/01/2026 PBOB
980888A*2 WOOLWORTHS LTD 10,000,000 10,000,000 10,337,600 225,333 6.7600 6.7600 09/01/2007 PROB
98155KAB8 WORLDCOM INC NTS 4,800,000 4,793,363 5,437,920 93,000 7.7730 7.7500 04/01/2007 PBOB
98155KAJ1 WORLDCOM INC NTS 10,000,000 10,694,584 10,740,600 270,278 6.4229 6.9500 08/15/2028 PBOB
98155KAJ1 WORLDCOM INC NTS 10,000,000 10,655,697 10,740,600 270,278 6.4509 6.9500 08/15/2028 PBOB
98155KAJ1 WORLDCOM INC NTS 10,000,000 10,698,682 10,740,600 270,278 6.4199 6.9500 08/15/2028 PBOB
98155KAJ1 WORLDCOM INC NTS 10,000,000 10,695,883 10,740,600 270,278 6.4219 6.9500 08/15/2028 PBOB
98155KAJ1 WORLDCOM INC NTS 10,000,000 10,719,575 10,740,600 270,278 6.4049 6.9500 08/15/2028 PBOB
98412JBA1 XEROX CORP NTS 17,500,000 17,348,225 19,258,925 315,000 7.2891 7.2000 04/01/2016 PBOB
98412JBA1 XEROX CORP NTS 17,500,000 17,334,686 19,258,925 315,000 7.2972 7.2000 04/01/2016 PBOB
98413TDC2 XTRA INC CORP MTN 15,000,000 14,929,567 15,704,850 257,813 6.9590 6.8750 03/15/2006 PBOB
98413TDJ7 XTRA CORPORATION 15,000,000 15,000,000 16,754,850 528,433 7.6400 7.6400 06/02/2009 PBOB
98477YAA1 YANKEE GAS SVCS CO 1ST MTGE D 10,000,000 9,988,132 10,319,800 56,250 6.7731 6.7500 06/02/2005 PROB
987202AD0 YORKSHIRE PWR SR NTS 6,750,000 6,698,349 6,770,858 92,568 6.6088 6.4960 02/25/2008 PBOB
987202AD0 YORKSHIRE PWR SR NTS 1,000,000 992,546 1,003,090 13,714 6.6059 6.4960 02/25/2008 PBOB
987202AD0 YORKSHIRE PWR SR NTS 1,000,000 992,688 1,003,090 13,714 6.6038 6.4960 02/25/2008 PBOB
987202AD0 YORKSHIRE PWR SR NTS 25,000,000 24,635,149 25,077,250 342,844 6.7121 6.4960 02/25/2008 PBOB
987202AD0 YORKSHIRE PWR SR NTS 10,000,000 10,156,861 10,030,900 137,138 6.2681 6.4960 02/25/2008 PBOB
0438354 1,472,377 1,472,377 1,472,377 -384 9.3750 9.3750 07/01/2001 COMM
0445053 37,521,085 37,521,085 37,521,085 278,720 9.5000 9.5000 09/01/1999 COMM
0449616 32,035,601 32,035,601 32,035,601 193,548 7.5000 7.5000 02/01/2001 COMM
0453096 4,296,316 4,296,316 4,296,316 23,950 6.9200 6.9200 05/01/2008 COMM
0700001 19,152,123 19,152,123 19,152,123 144,638 9.3750 9.3750 01/01/1999 COMM
0700089 4,787,537 4,787,537 4,787,537 30,622 7.9400 7.9400 12/01/2002 COMM
0700178 8,695,286 8,695,286 8,695,286 58,137 8.3000 8.3000 05/01/2001 COMM
0700197 3,670,543 3,670,543 3,670,543 25,547 8.6400 8.6400 09/01/2006 COMM
0700254 3,971,989 3,971,989 3,971,989 29,597 9.2500 9.2500 12/01/1999 COMM
0700263 5,677,273 5,677,273 5,677,273 37,159 8.1250 8.1250 11/01/2011 COMM
0700266 9,587,142 9,587,142 9,587,142 70,468 9.1250 9.1250 11/01/1999 COMM
0700279 2,697,201 2,697,201 2,697,201 18,469 8.5000 8.5000 12/01/2000 COMM
0700286 3,483,242 3,483,242 3,483,242 23,009 8.2000 8.2000 12/01/2003 COMM
0700295 2,341,587 2,341,587 2,341,587 15,562 8.2500 8.2500 06/01/2003 COMM
0700300 79,199,586 79,199,586 79,199,586 451,446 7.0760 7.0760 12/01/2007 COMM
0700367 14,620,123 14,620,123 14,620,123 108,941 9.2500 9.2500 02/01/2000 COMM
0700414 13,628,529 13,628,529 13,628,529 96,062 8.7500 8.7500 11/01/2006 COMM
0700479 12,345,481 12,345,481 12,345,481 87,019 8.7500 8.7500 12/01/2000 COMM
0700487 30,741,527 30,741,527 30,741,527 173,525 8.7500 8.7500 12/01/2000 COMM
0700619 60,000,000 60,000,000 60,000,000 410,833 8.5000 8.5000 12/13/2003 COMM
</TABLE>
Page 118 of 141
<PAGE> 275
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0700668 7,919,111 7,919,111 7,919,111 -1,685 7.6250 7.6250 12/01/2003 COMM
0700676 2,597,194 2,597,194 2,597,194 14,959 7.1500 7.1500 02/01/2007 COMM
0700677 8,090,691 8,090,691 8,090,691 46,600 7.1500 7.1500 02/01/2004 COMM
0700678 54,806,889 54,806,889 54,806,889 315,673 7.1500 7.1500 02/01/2004 COMM
0700680 1,853,292 1,853,292 1,853,292 10,958 7.3400 7.3400 03/01/2004 COMM
0700681 1,068,345 1,068,345 1,068,345 6,317 7.3400 7.3400 02/01/2004 COMM
0700688 7,529,128 7,479,643 7,479,643 -1,484 7.0600 7.0600 05/01/2009 COMM
0700689 11,708,122 11,708,122 11,708,122 81,018 8.5900 8.5900 10/01/2001 COMM
0700698 7,595,179 7,578,312 7,578,312 53,535 8.7500 8.7500 02/01/2002 COMM
0700699 11,649,408 11,649,408 11,649,408 84,364 8.9900 8.9900 03/01/2007 COMM
0700700 19,512,452 19,512,452 19,512,452 150,896 9.6000 9.6000 03/01/2015 COMM
0700705 5,821,258 5,821,258 5,821,258 39,953 8.5200 8.5200 07/01/2000 COMM
0700706 3,368,447 3,368,447 3,368,447 21,111 7.7800 7.7800 09/01/2002 COMM
0700709 3,943,154 3,943,154 3,943,154 -889 8.1000 8.1000 09/01/2005 COMM
0700712 6,880,393 6,880,393 6,880,393 45,034 8.1250 8.1250 09/01/2005 COMM
0700713 4,836,065 4,836,065 4,836,065 28,517 7.3200 7.3200 10/01/2005 COMM
0700714 10,000,000 10,000,000 10,000,000 -26,037 7.1100 7.1100 09/01/2002 COMM
0700715 17,136,947 17,136,947 17,136,947 -3,517 7.3767 7.3767 02/01/2006 COMM
0700716 14,534,770 14,478,021 14,478,021 87,346 7.4600 7.4600 10/01/2002 COMM
0700717 16,125,318 16,125,318 16,125,318 -3,369 7.5100 7.5100 11/01/2005 COMM
0700719 7,101,560 7,101,560 7,101,560 48,626 8.5000 8.5000 11/01/2005 COMM
0700723 14,465,856 14,465,856 14,465,856 90,777 7.7900 7.7900 01/01/2006 COMM
0700724 5,056,382 5,056,382 5,056,382 31,567 7.7500 7.7500 12/01/2005 COMM
0700726 5,705,954 5,677,920 5,677,920 34,611 7.5300 7.5300 12/01/2005 COMM
0700727 9,640,410 9,640,410 9,640,410 60,030 7.7300 7.7300 01/01/2006 COMM
0700728 5,861,157 5,861,157 5,861,157 -1,442 8.8500 8.8500 01/01/2016 COMM
0700729 9,685,444 9,685,444 9,685,444 62,417 8.0000 8.0000 12/01/2005 COMM
0700730 7,096,461 7,096,461 7,096,461 53,450 9.3500 9.3500 01/01/2016 COMM
0700731 5,933,101 5,933,101 5,933,101 37,280 7.8000 7.8000 02/01/2006 COMM
0700734 26,535,217 26,535,217 26,535,217 166,812 7.8100 7.8100 12/01/2002 COMM
0700735 19,174,079 19,174,079 19,174,079 123,566 8.0000 8.0000 12/01/2007 COMM
0700763 28,285,631 28,285,631 28,285,631 172,260 7.5600 7.5600 12/01/2005 COMM
0700764 35,000,000 35,000,000 35,000,000 213,150 7.5600 7.5600 12/01/2015 COMM
0700765 5,256,446 5,256,446 5,256,446 -1,132 7.7400 7.7400 12/01/2020 COMM
0700780 2,616,307 2,616,307 2,616,307 16,355 7.7600 7.7600 01/01/2006 COMM
0700781 3,876,086 3,876,086 3,876,086 23,918 7.6600 7.6600 01/01/2006 COMM
0700782 809,920 809,920 809,920 4,998 7.6600 7.6600 01/01/2006 COMM
0700783 1,723,982 1,723,982 1,723,982 10,638 7.6600 7.6600 01/01/2006 COMM
0700784 694,216 694,216 694,216 4,284 7.6600 7.6600 01/01/2006 COMM
0700791 9,642,664 9,642,664 9,642,664 58,802 7.5700 7.5700 01/01/2006 COMM
0700797 6,910,230 6,910,230 6,910,230 43,085 7.7400 7.7400 03/01/2011 COMM
0700798 136,626,207 136,626,207 136,626,207 779,225 7.0800 7.0800 04/01/2006 COMM
0700799 11,237,447 11,237,447 11,237,447 -2,453 7.8400 7.8400 03/01/2016 COMM
0700801 13,357,024 13,144,797 13,144,797 80,591 7.4900 7.4900 10/01/2005 COMM
0700806 9,337,092 9,036,708 9,036,708 55,359 7.3600 7.3600 12/01/2005 COMM
0700809 9,605,634 9,605,634 9,605,634 57,260 7.4000 7.4000 05/01/2006 COMM
0700810 12,673,443 12,673,443 12,673,443 77,079 7.5500 7.5500 05/01/2006 COMM
0700814 9,759,141 9,711,121 9,711,121 59,512 7.5700 7.5700 06/01/2006 COMM
0700815 47,884,675 47,884,675 47,884,675 323,634 8.3900 8.3900 06/01/2006 COMM
0700816 7,451,380 7,451,380 7,451,380 45,199 7.5300 7.5300 06/01/2006 COMM
0700817 6,567,553 6,567,553 6,567,553 39,838 7.5300 7.5300 06/01/2006 COMM
0700819 65,000,000 65,000,000 65,000,000 411,558 7.8600 7.8600 07/01/2006 COMM
0700820 2,099,978 2,099,978 2,099,978 -475 8.1200 8.1200 06/01/2006 COMM
0700821 37,300,000 37,300,000 37,300,000 233,166 7.7600 7.7600 07/01/2006 COMM
0700822 9,468,608 9,468,608 9,468,608 59,647 7.8200 7.8200 07/01/2006 COMM
0700823 6,053,381 6,053,381 6,053,381 37,304 7.6500 7.6500 08/01/2011 COMM
0700825 9,604,504 9,604,504 9,604,504 -2,180 8.1600 8.1600 07/01/2006 COMM
0700827 11,141,507 11,141,507 11,141,507 67,224 7.4900 7.4900 08/01/2011 COMM
0700828 22,000,000 22,000,000 22,000,000 150,462 8.4900 8.4900 08/01/2006 COMM
0700830 11,643,621 11,643,621 11,643,621 75,130 8.0100 8.0100 10/01/2016 COMM
0700831 27,653,599 27,653,599 27,653,599 178,435 8.0100 8.0100 10/01/2016 COMM
</TABLE>
Page 119 of 141
<PAGE> 276
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0700833 27,427,776 27,427,776 27,427,776 169,301 7.5100 7.5100 12/01/2006 COMM
0700835 2,549,956 2,549,956 2,549,956 16,967 8.2600 8.2600 10/01/2003 COMM
0700836 16,216,452 16,216,452 16,216,452 -3,774 8.3600 8.3600 10/01/2001 COMM
0700838 10,194,272 10,194,272 10,194,272 -2,307 8.1400 8.1400 10/01/2003 COMM
0700839 59,788,978 56,332,671 56,332,671 -208,782 8.5000 8.5000 12/31/2004 COMM
0700840 9,809,533 9,809,533 9,809,533 65,025 8.2288 8.2288 12/01/2006 COMM
0700841 36,000,000 36,000,000 36,000,000 221,837 7.7500 7.7500 12/01/2003 COMM
0700843 29,147,543 29,147,543 29,147,543 188,310 8.0200 8.0200 10/01/2006 COMM
0700844 9,284,273 9,284,273 9,284,273 59,533 7.9600 7.9600 11/01/2003 COMM
0700845 72,810,270 72,810,270 72,810,270 442,828 7.5500 7.5500 12/01/2003 COMM
0700849 10,710,581 10,710,581 10,710,581 65,745 7.6200 7.6200 02/01/2004 COMM
0700850 3,401,414 3,384,701 3,384,701 20,975 7.6550 7.6550 12/01/2005 COMM
0700893 12,287,799 12,287,799 12,287,799 78,099 7.8900 7.8900 01/01/2007 COMM
0700895 75,467,187 75,467,187 75,467,187 455,340 7.4600 7.4600 12/01/2016 COMM
0700896 10,225,704 10,225,704 10,225,704 65,734 7.9800 7.9800 01/01/2022 COMM
0700897 4,869,383 4,869,383 4,869,383 31,302 7.9800 7.9800 01/01/2022 COMM
0700898 7,328,421 7,328,421 7,328,421 47,109 7.9800 7.9800 01/01/2007 COMM
0700899 6,700,184 6,700,184 6,700,184 -1,537 8.2400 8.2400 12/01/2016 COMM
0700900 6,400,000 6,400,000 6,400,000 39,038 7.5900 7.5900 01/01/2007 COMM
0700903 24,492,448 24,492,448 24,492,448 -5,195 7.6300 7.6300 01/01/2004 COMM
0700905 14,607,076 14,607,076 14,607,076 -3,098 7.6300 7.6300 01/01/2004 COMM
0700906 15,711,709 15,711,709 15,711,709 -3,311 7.5800 7.5800 01/01/2004 COMM
0700907 15,503,038 15,503,038 15,503,038 -3,267 7.5800 7.5800 01/01/2004 COMM
0700909 12,677,144 12,677,144 12,677,144 -2,688 7.6300 7.6300 01/01/2004 COMM
0700910 13,521,890 13,521,890 13,521,890 -2,851 7.5800 7.5800 01/01/2004 COMM
0700912 11,540,468 11,540,468 11,540,468 -2,432 7.5800 7.5800 01/01/2004 COMM
0700917 11,696,083 11,696,083 11,696,083 74,151 7.8700 7.8700 02/01/2007 COMM
0700918 20,102,533 20,102,533 20,102,533 -4,208 7.5300 7.5300 01/01/2004 COMM
0700920 56,312,804 56,312,804 56,312,804 370,617 8.1700 8.1700 02/01/2003 COMM
0700926 11,733,478 11,853,967 11,853,967 76,183 8.0600 8.0600 03/01/2007 COMM
0700927 5,630,988 5,630,988 5,630,988 -1,279 8.1600 8.1600 04/01/2007 COMM
0700928 15,257,619 15,257,619 15,257,619 92,673 7.5400 7.5400 04/01/2007 COMM
0700929 14,765,438 14,765,438 14,765,438 89,684 7.5400 7.5400 04/01/2007 COMM
0700930 5,312,404 5,312,404 5,312,404 34,407 8.0400 8.0400 04/01/2017 COMM
0700933 50,000,001 50,000,001 50,000,001 -16,511 7.4800 7.4800 06/01/2004 COMM
0700939 9,877,260 9,877,260 9,877,260 62,858 7.9000 7.9000 07/01/2007 COMM
0700942 6,938,822 6,938,822 6,938,822 44,270 7.9200 7.9200 08/01/2012 COMM
0700945 25,000,000 25,000,000 25,000,000 164,072 7.9700 7.9700 08/01/2007 COMM
0700946 8,043,395 8,043,395 8,043,395 -1,680 7.5100 7.5100 09/01/2007 COMM
0700949 21,909,000 21,909,000 21,909,000 145,500 8.0800 8.0800 10/01/2007 COMM
0700953 25,000,001 25,000,001 25,000,001 -62,979 7.1110 7.1110 10/01/2007 COMM
0700954 9,887,372 9,887,372 9,887,372 58,144 7.3000 7.3000 09/01/2007 COMM
0700955 9,844,772 9,844,772 9,844,772 62,968 7.9400 7.9400 10/01/2007 COMM
0700986 24,967,217 24,967,217 24,967,217 170,956 8.5000 8.5000 06/01/2004 COMM
0700987 2,510,734 2,510,734 2,510,734 17,192 8.5000 8.5000 05/01/2003 COMM
0700988 10,875,279 10,875,279 10,875,279 -2,195 7.2600 7.2600 01/01/2008 COMM
0700989 5,780,597 5,752,203 5,752,203 -1,296 8.0600 8.0600 11/01/2017 COMM
0700990 4,453,287 4,453,287 4,453,287 26,260 7.3200 7.3200 09/01/2007 COMM
0700991 7,879,304 7,879,304 7,879,304 48,430 7.6300 7.6300 10/01/2007 COMM
0700994 11,301,329 11,301,329 11,301,329 75,719 8.0400 8.0400 11/30/2007 COMM
0700996 4,400,572 4,400,572 4,400,572 25,630 7.2300 7.2300 11/05/2007 COMM
0701000 8,997,537 8,997,537 8,997,537 -2,094 8.3600 8.3600 11/01/2012 COMM
0701002 7,691,947 7,691,947 7,691,947 47,339 7.6400 7.6400 12/01/2007 COMM
0701003 7,867,278 7,867,278 7,867,278 46,897 7.4000 7.4000 12/01/2007 COMM
0701004 9,899,336 9,899,336 9,899,336 42,630 7.0470 7.0470 12/07/2007 COMM
0701005 8,876,661 8,876,661 8,876,661 50,984 7.1300 7.1300 12/01/2007 COMM
0701007 14,586,303 14,586,303 14,586,303 -3,010 7.4100 7.4100 01/01/2008 COMM
0701008 8,888,205 8,888,205 8,888,205 55,561 7.7600 7.7600 12/01/2007 COMM
0701009 24,653,133 24,653,133 24,653,133 140,009 7.0500 7.0500 01/01/2008 COMM
0701010 4,930,519 4,930,519 4,930,519 27,962 7.0400 7.0400 12/10/2007 COMM
0701012 4,930,947 4,930,947 4,930,947 28,123 7.0800 7.0800 01/01/2003 COMM
</TABLE>
Page 120 of 141
<PAGE> 277
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0701013 14,787,995 14,787,995 14,787,995 82,554 6.9300 6.9300 12/22/2002 COMM
0701014 6,349,122 6,349,122 6,349,122 -1,274 7.2100 7.2100 12/18/2017 COMM
0701015 8,836,178 8,836,178 8,836,178 60,503 8.5000 8.5000 12/19/2012 COMM
0701017 7,425,411 7,425,411 7,425,411 -1,468 7.1100 7.1100 02/01/2008 COMM
0701018 44,028,418 44,028,418 44,028,418 250,399 7.0600 7.0600 01/02/2018 COMM
0701020 6,271,077 6,271,077 6,271,077 38,646 7.6500 7.6500 12/22/2017 COMM
0701021 19,228,188 19,228,188 19,228,188 108,735 7.0200 7.0200 01/01/2008 COMM
0701022 54,259,582 54,259,582 54,259,582 288,917 6.6100 6.6100 02/01/2008 COMM
0701026 4,951,026 4,951,026 4,951,026 27,519 6.9000 6.9000 03/01/2005 COMM
0701028 4,943,399 4,943,399 4,943,399 -966 7.0300 7.0300 04/01/2008 COMM
0701033 1,954,783 1,954,783 1,954,783 -378 6.9300 6.9300 05/01/2013 COMM
0701034 26,145,478 26,145,478 26,145,478 143,568 7.0600 7.0600 07/02/2018 COMM
0701040 4,982,668 4,982,668 4,982,668 27,133 6.7600 6.7600 07/02/2008 COMM
0701045 15,938,883 15,938,883 15,938,883 87,823 6.8400 6.8400 09/01/2008 COMM
0701047 7,970,897 7,970,897 7,970,897 45,910 7.1500 7.1500 09/01/2010 COMM
0701053 16,894,891 16,894,891 16,894,891 -3,156 6.7100 6.7100 05/01/2018 COMM
0701060 63,942,703 63,942,703 63,942,703 337,387 6.5500 6.5500 11/01/2008 COMM
0701068 8,000,000 8,000,000 8,000,000 43,822 6.8000 6.8000 12/01/2010 COMM
0701069 8,000,000 8,000,000 8,000,000 -1,377 6.7500 6.7500 01/01/2006 COMM
0701072 16,288,001 16,288,001 16,288,001 80,445 6.3500 6.3500 12/01/2008 COMM
0701073 1,712,000 1,712,000 1,712,000 8,455 6.3500 6.3500 12/01/2008 COMM
0701076 2,000,000 2,000,000 2,000,000 5,056 7.0000 7.0000 12/01/2008 COMM
0701082 12,200,000 12,200,000 12,200,000 0 7.1300 7.1300 12/01/2018 COMM
0700958 5,959,219 6,177,423 6,177,423 39,604 8.2500 8.2500 09/01/2006 COMM
0700960 8,881,858 9,173,673 9,173,673 57,239 8.0000 8.0000 07/01/2013 COMM
0700961 3,664,121 3,831,407 3,831,407 24,351 8.2500 8.2500 05/01/2011 COMM
0700962 4,156,301 4,354,246 4,354,246 27,622 8.2500 8.2500 07/01/2006 COMM
0700964 6,004,448 6,302,403 6,302,403 39,905 8.2500 8.2500 07/01/2006 COMM
0700969 3,603,922 3,886,608 3,886,608 26,129 9.0000 9.0000 03/01/2015 COMM
0500001 6,024,096 6,000,501 6,000,501 147,793 7.0510 7.0510 08/26/2013 COMM
0500002 8,000,000 8,000,000 8,000,000 34,264 6.7970 6.7970 12/08/2008 COMM
0700176 2,828,416 2,828,416 2,828,416 19,367 8.3750 8.3750 05/01/2001 COMM
0700246 2,626,203 2,626,203 2,626,203 19,570 9.1250 9.1250 10/01/2001 COMM
0700307 2,686,145 2,686,145 2,686,145 20,124 9.2500 9.2500 04/01/2000 COMM
0700363 8,264,023 8,264,023 8,264,023 61,579 9.1250 9.1250 01/01/2000 COMM
0700408 8,679,793 8,659,249 8,659,249 62,055 8.7500 8.7500 06/01/2000 COMM
0700609 6,612,936 6,612,936 6,612,936 36,741 6.7850 6.7850 10/01/2013 COMM
0167307 210,000 210,000 210,000 6,410 7.3750 7.3750 02/01/2006 FARM
0167310 107,968 107,968 107,968 4,299 8.0000 8.0000 12/01/2005 FARM
0167314 1,106,000 1,106,000 1,106,000 41,933 7.6250 7.6250 01/01/2006 FARM
0167315 335,400 335,400 335,400 10,231 7.3750 7.3750 02/01/2011 FARM
0167316 245,587 245,587 245,587 6,666 7.3750 7.3750 12/15/2005 FARM
0167320 163,900 163,900 163,900 2,148 8.0000 8.0000 12/01/2007 FARM
0167321 1,300,000 1,300,000 1,300,000 -317 8.7500 8.7500 01/01/2001 FARM
0167326 237,000 237,158 237,158 7,162 7.3000 7.3000 02/01/2001 FARM
0167328 58,900 58,900 58,900 793 8.3000 8.3000 05/01/2006 FARM
0167336 112,000 112,000 112,000 3,476 7.5000 7.5000 06/01/2008 FARM
0167339 504,000 504,000 504,000 19,553 7.8000 7.8000 12/01/2005 FARM
0167340 540,000 540,000 540,000 -116 7.7500 7.7500 07/01/2006 FARM
0167343 297,500 297,500 297,500 -106 8.2500 8.2500 12/01/2004 FARM
0167347 1,836,550 1,836,550 1,836,550 41,690 8.7500 8.7500 06/01/2003 FARM
0167350 234,500 234,787 234,787 7,080 7.3000 7.3000 02/01/2001 FARM
0167351 474,200 474,785 474,785 16,160 7.4500 7.4500 01/15/2001 FARM
0167358 84,000 84,000 84,000 821 8.0000 8.0000 11/15/2005 FARM
0167368 892,000 892,000 892,000 -246 7.9500 7.9500 01/01/2006 FARM
0167370 43,500 43,500 43,500 564 8.0000 8.0000 09/01/2004 FARM
0167377 430,000 430,000 430,000 13,626 7.6600 7.6600 02/01/2011 FARM
0167383 75,000 75,000 75,000 2,288 7.6250 7.6250 08/05/2006 FARM
0167384 170,000 170,282 170,282 6,340 7.5000 7.5000 01/01/2009 FARM
0167386 110,000 110,000 110,000 -18 7.3000 7.3000 01/01/2001 FARM
0167387 765,503 765,503 765,503 2,830 8.8750 8.8750 12/05/2004 FARM
</TABLE>
Page 121 of 141
<PAGE> 278
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0167389 76,489 76,489 76,489 2,487 7.8750 7.8750 02/01/2006 FARM
0167394 155,000 155,297 155,297 -29 7.5000 7.5000 06/01/2009 FARM
0167403 124,958 124,958 124,958 5,279 8.5000 8.5000 07/01/2006 FARM
0167408 132,000 132,190 132,190 4,923 7.5000 7.5000 01/01/2006 FARM
0167409 130,000 130,000 130,000 4,238 7.8750 7.8750 08/01/2009 FARM
0167411 107,000 107,000 107,000 1,403 8.0000 8.0000 11/01/2005 FARM
0167412 64,000 64,137 64,137 2,464 7.7500 7.7500 01/01/2016 FARM
0167416 136,600 136,600 136,600 -10 7.8500 7.8500 03/01/2003 FARM
0167417 94,000 94,000 94,000 3,439 8.0000 8.0000 01/15/2006 FARM
0167418 165,900 165,900 165,900 4,317 7.8750 7.8750 12/01/2007 FARM
0167419 225,000 225,000 225,000 2,982 8.1000 8.1000 12/01/2006 FARM
0167420 285,825 285,825 285,825 5,123 7.2500 7.2500 12/01/2008 FARM
0167436 84,000 84,000 84,000 1,119 8.1250 8.1250 11/01/2005 FARM
0167438 619,000 619,000 619,000 13,756 7.7500 7.7500 06/15/2008 FARM
0167439 295,000 295,000 295,000 7,806 8.0000 8.0000 12/01/2004 FARM
0167442 237,500 237,500 237,500 6,181 7.8750 7.8750 03/01/2009 FARM
0167449 432,000 432,000 432,000 16,105 7.5000 7.5000 12/01/2005 FARM
0167454 221,000 221,000 221,000 2,861 7.9000 7.9000 06/01/2009 FARM
0167461 140,900 140,900 140,900 2,785 8.0000 8.0000 06/01/2009 FARM
0167464 41,228 41,415 41,415 712 7.0000 7.0000 04/01/2001 FARM
0167468 41,333 41,333 41,333 844 8.2500 8.2500 04/01/2006 FARM
0167472 322,500 322,500 322,500 6,371 8.0000 8.0000 06/01/2009 FARM
0167477 130,000 130,168 130,168 -896 8.0000 8.0000 02/01/2006 FARM
0167493 1,000,500 1,000,500 1,000,500 31,720 7.6600 7.6600 08/01/2006 FARM
0167494 813,400 813,400 813,400 25,855 7.6800 7.6800 08/01/2006 FARM
0167501 355,500 355,500 355,500 -72 8.2500 8.2500 07/01/2006 FARM
0167503 189,600 189,600 189,600 -45 8.2500 8.2500 07/01/2006 FARM
0167504 371,520 371,520 371,520 8,912 7.2500 7.2500 03/01/2006 FARM
0167505 139,900 139,900 139,900 1,859 8.1000 8.1000 06/01/2009 FARM
0167506 164,000 164,212 164,212 2,059 7.6500 7.6500 11/01/2009 FARM
0167523 204,500 204,804 204,804 4,168 7.0000 7.0000 03/15/2006 FARM
0167526 219,400 219,400 219,400 8,178 7.5000 7.5000 01/01/2011 FARM
0167527 128,200 128,200 128,200 -31 8.0000 8.0000 06/01/2008 FARM
0167529 666,000 666,000 666,000 26,906 8.1250 8.1250 01/01/2007 FARM
0167535 206,400 206,400 206,400 8,596 8.3750 8.3750 07/01/2006 FARM
0167543 165,000 165,000 165,000 -33 7.5000 7.5000 12/01/2005 FARM
0167551 340,000 340,000 340,000 9,551 8.5000 8.5000 07/01/2005 FARM
0167557 1,100,000 1,100,309 1,100,309 8,354 7.1000 7.1000 12/15/2007 FARM
0167562 158,400 158,400 158,400 6,689 8.5000 8.5000 07/01/2006 FARM
0167574 74,500 74,500 74,500 991 8.1500 8.1500 11/01/2009 FARM
0167575 152,000 152,000 152,000 -37 7.7500 7.7500 01/01/2006 FARM
0167578 536,000 536,000 536,000 16,358 7.3750 7.3750 02/01/2006 FARM
0167587 89,600 89,600 89,600 631 8.7500 8.7500 12/01/2010 FARM
0167589 1,025,920 1,025,920 1,025,920 6,131 7.4200 7.4200 06/01/1999 FARM
0167594 82,500 82,500 82,500 1,132 8.4000 8.4000 05/01/2006 FARM
0167602 104,222 104,410 104,410 -34 10.0000 10.0000 06/01/2001 FARM
0167605 65,000 65,000 65,000 2,348 8.0000 8.0000 01/15/2001 FARM
0167608 193,848 193,999 193,999 1,179 7.5500 7.5500 08/01/2006 FARM
0167609 433,500 433,827 433,827 16,273 7.5500 7.5500 08/01/2006 FARM
0167611 580,312 580,312 580,312 1,995 8.2500 8.2500 07/15/2005 FARM
0167634 188,106 188,106 188,106 6,717 8.6250 8.6250 08/01/1999 FARM
0167640 528,050 528,050 528,050 6,984 8.0700 8.0700 08/01/2000 FARM
0167669 43,303 43,303 43,303 593 8.3750 8.3750 05/01/2006 FARM
0167673 190,000 190,156 190,156 -43 8.1500 8.1500 07/01/2001 FARM
0167677 128,000 128,000 128,000 1,264 8.1250 8.1250 11/15/2010 FARM
0167678 475,000 475,000 475,000 6,422 8.2500 8.2500 12/01/2005 FARM
0167708 200,000 200,000 200,000 7,449 7.5000 7.5000 01/01/2011 FARM
0167711 165,000 165,000 165,000 1,109 8.4000 8.4000 12/01/2010 FARM
0167712 98,000 98,000 98,000 -26 8.6000 8.6000 09/01/2009 FARM
0167721 174,200 174,200 174,200 1,048 7.5000 7.5000 08/01/2007 FARM
0167737 1,420,000 1,421,135 1,421,135 69,547 9.8500 9.8500 07/01/2001 FARM
</TABLE>
Page 122 of 141
<PAGE> 279
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0167738 192,500 192,500 192,500 -54 9.2000 9.2000 07/01/2001 FARM
0167760 192,000 192,000 192,000 5,229 8.2500 8.2500 09/01/2006 FARM
0167763 1,350,809 1,353,670 1,353,670 48,224 7.1800 7.1800 07/01/2001 FARM
0167771 305,000 305,000 305,000 12,512 8.2500 8.2500 01/01/2012 FARM
0167812 560,000 560,000 560,000 33,058 7.9000 7.9000 04/01/2001 FARM
0167822 586,734 586,734 586,734 32,135 8.2500 8.2500 05/01/2006 FARM
0167837 87,500 87,500 87,500 2,169 7.5000 7.5000 09/01/2006 FARM
0167842 528,000 528,000 528,000 -121 7.7000 7.7000 12/01/2009 FARM
0167930 204,200 204,200 204,200 4,819 7.1500 7.1500 12/01/2007 FARM
0167934 2,160,000 2,160,000 2,160,000 44,055 8.2500 8.2500 10/01/2006 FARM
0167943 148,468 148,468 148,468 2,129 8.7500 8.7500 04/01/2011 FARM
0167985 360,800 360,800 360,800 9,844 8.2500 8.2500 03/01/2007 FARM
0167996 265,000 265,000 265,000 10,212 7.7500 7.7500 06/01/2008 FARM
0168020 680,000 680,000 680,000 19,700 7.0000 7.0000 06/01/2010 FARM
0168040 920,000 920,000 920,000 41,170 9.0000 9.0000 12/01/2005 FARM
0167734 203,514 203,514 203,514 10,812 7.5000 7.5000 04/15/2008 FARM
0168024 29,000 29,000 29,000 -10 8.2500 8.2500 12/01/2000 FARM
0168030 1,058,000 1,058,000 1,058,000 37,214 8.5000 8.5000 02/01/2002 FARM
0168042 1,025,000 1,025,000 1,025,000 39,498 7.7500 7.7500 01/01/2007 FARM
0168068 387,461 387,461 387,461 8,334 8.7000 8.7000 10/01/2006 FARM
0168074 648,000 648,000 648,000 11,692 7.3000 7.3000 12/01/2008 FARM
0168106 528,000 528,000 528,000 15,001 8.6000 8.6000 03/01/1999 FARM
0168107 440,000 440,000 440,000 -2,251 8.5000 8.5000 01/15/2002 FARM
0168112 180,000 180,000 180,000 1,559 8.5000 8.5000 05/15/2002 FARM
0168122 94,000 94,000 94,000 1,197 7.8000 7.8000 05/01/2007 FARM
0168131 136,000 136,000 136,000 -28 8.0000 8.0000 06/01/2005 FARM
0168143 162,000 162,000 162,000 2,703 8.1500 8.1500 04/15/2012 FARM
0168182 202,800 203,373 203,373 6,207 7.4000 7.4000 02/01/2002 FARM
0168185 149,000 149,000 149,000 4,740 9.6250 9.6250 09/01/2001 FARM
0168194 825,000 825,000 825,000 16,826 8.2500 8.2500 04/01/2007 FARM
0168199 136,000 136,000 136,000 1,616 7.2500 7.2500 05/01/2010 FARM
0168206 2,508,000 2,508,000 2,508,000 185,389 8.9000 8.9000 03/01/2006 FARM
0168209 220,000 220,000 220,000 17,277 7.8750 7.8750 01/01/2007 FARM
0168212 123,000 123,000 123,000 1,517 7.5000 7.5000 06/01/2008 FARM
0168220 165,000 165,000 165,000 -29 8.2500 8.2500 06/01/2009 FARM
0168222 460,000 460,000 460,000 16,262 9.5000 9.5000 02/15/2002 FARM
0168224 176,000 176,000 176,000 5,822 8.0000 8.0000 02/01/2007 FARM
0168232 66,000 66,000 66,000 1,820 8.3500 8.3500 03/01/2002 FARM
0168239 280,000 280,000 280,000 7,497 8.1000 8.1000 06/01/2008 FARM
0168247 1,684,000 1,684,000 1,684,000 55,015 7.2000 7.2000 07/15/2007 FARM
0168249 186,000 186,000 186,000 6,060 7.8750 7.8750 06/01/2010 FARM
0168253 280,000 280,000 280,000 5,330 7.7000 7.7000 04/01/2007 FARM
0168267 107,000 107,000 107,000 4,252 8.0000 8.0000 12/01/2008 FARM
0168271 88,800 88,800 88,800 2,493 8.5000 8.5000 06/01/2009 FARM
0168278 39,503 39,503 39,503 470 7.2500 7.2500 05/01/2007 FARM
0168282 15,600 15,600 15,600 200 7.9000 7.9000 12/01/2001 FARM
0168286 1,495,611 1,495,611 1,495,611 7,426 7.1500 7.1500 04/05/2007 FARM
0168306 181,800 181,800 181,800 -40 7.5000 7.5000 07/01/2007 FARM
0168311 306,000 306,000 306,000 10,769 8.5000 8.5000 02/01/1999 FARM
0168323 87,390 87,390 87,390 3,586 8.2500 8.2500 01/01/2012 FARM
0168330 250,000 250,000 250,000 5,561 7.9000 7.9000 09/15/2011 FARM
0168335 582,000 582,000 582,000 -152 8.5000 8.5000 12/01/2004 FARM
0168336 392,000 392,000 392,000 11,840 8.2500 8.2500 06/15/2004 FARM
0168340 88,800 88,800 88,800 3,352 7.6000 7.6000 07/01/2013 FARM
0168343 3,475,000 3,475,000 3,475,000 -858 8.9500 8.9500 06/01/2002 FARM
0168350 180,001 180,001 180,001 7,154 8.0000 8.0000 12/01/2005 FARM
0168351 52,250 52,250 52,250 1,303 7.6000 7.6000 03/01/2007 FARM
0168361 579,000 579,332 579,332 1,635 7.6000 7.6000 12/15/2011 FARM
0168363 238,000 238,000 238,000 4,292 7.3000 7.3000 06/01/2010 FARM
0168366 949,998 949,998 949,998 34,247 7.2500 7.2500 01/01/2007 FARM
0168367 78,000 78,000 78,000 -25 8.0000 8.0000 12/01/2007 FARM
</TABLE>
Page 123 of 141
<PAGE> 280
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0168372 180,000 180,000 180,000 -40 7.3000 7.3000 01/01/2002 FARM
0168373 2,502,375 2,502,375 2,502,375 101,370 8.2500 8.2500 07/01/2007 FARM
0168379 208,000 208,000 208,000 -52 8.0000 8.0000 06/01/2006 FARM
0168383 2,464,000 2,471,145 2,471,145 84,136 8.2500 8.2500 12/01/2008 FARM
0168384 272,800 272,800 272,800 7,443 8.2500 8.2500 03/01/2007 FARM
0168386 585,000 585,000 585,000 14,563 7.8000 7.8000 09/01/2007 FARM
0168400 65,000 65,000 65,000 2,150 8.0000 8.0000 06/01/2004 FARM
0168401 135,000 135,000 135,000 4,934 8.0000 8.0000 01/15/2007 FARM
0168402 190,000 190,000 190,000 5,177 8.2500 8.2500 03/01/2007 FARM
0168409 763,382 763,382 763,382 4,241 8.0000 8.0000 05/05/2007 FARM
0168412 575,000 575,000 575,000 -121 7.6500 7.6500 06/01/2001 FARM
0168413 1,721,800 1,721,800 1,721,800 13,311 9.6000 9.6000 07/01/2002 FARM
0168414 2,488,824 2,488,824 2,488,824 6,049 8.7500 8.7500 05/20/2007 FARM
0168418 17,500 17,500 17,500 3 8.2500 8.2500 12/01/2000 FARM
0168422 1,203,000 1,205,393 1,205,393 24,239 8.1500 8.1500 04/01/2002 FARM
0168425 272,000 272,537 272,537 10,277 7.6000 7.6000 12/01/2009 FARM
0168426 1,230,000 1,230,000 1,230,000 9,388 6.7500 6.7500 11/17/2002 FARM
0168429 1,124,000 1,124,000 1,124,000 35,861 7.1000 7.1000 12/07/2007 FARM
0168430 720,000 720,000 720,000 -175 7.5500 7.5500 12/01/2005 FARM
0168431 318,000 318,000 318,000 9,539 7.2500 7.2500 08/01/2007 FARM
0168435 116,400 116,400 116,400 1,436 7.5000 7.5000 11/01/2007 FARM
0168439 150,600 150,600 150,600 1,726 7.0000 7.0000 11/01/2010 FARM
0168441 250,000 250,000 250,000 2,423 8.3000 8.3000 11/15/2011 FARM
0168443 72,400 72,400 72,400 -29 7.4000 7.4000 01/01/2002 FARM
0168451 344,000 344,000 344,000 10,540 7.4000 7.4000 12/01/2006 FARM
0168455 85,000 85,000 85,000 1,005 7.2500 7.2500 11/01/2007 FARM
0168464 52,131 52,131 52,131 2,268 8.7500 8.7500 01/01/2002 FARM
0168465 288,700 288,700 288,700 -63 7.3750 7.3750 07/01/2007 FARM
0168470 170,000 170,000 170,000 1,877 6.7500 6.7500 11/01/2007 FARM
0168471 1,000,400 1,000,400 1,000,400 34,276 7.6000 7.6000 07/15/2007 FARM
0168472 71,500 71,500 71,500 -15 7.4000 7.4000 07/01/2007 FARM
0168473 131,900 131,900 131,900 -36 8.0000 8.0000 01/01/1999 FARM
0168481 110,500 110,500 110,500 4,396 8.0000 8.0000 06/01/2008 FARM
0168483 185,000 185,000 185,000 1,518 6.7500 6.7500 11/15/2010 FARM
0168484 116,000 116,000 116,000 4,470 7.7500 7.7500 07/01/2007 FARM
0168486 618,000 618,000 618,000 -157 8.0000 8.0000 06/01/2007 FARM
0168487 382,864 385,184 385,184 9,492 7.5000 7.5000 09/01/2007 FARM
0168491 84,000 84,000 84,000 1,802 7.5000 7.5000 06/15/2004 FARM
0168493 615,000 615,000 615,000 21,627 7.8500 7.8500 07/15/2007 FARM
0168494 492,000 492,000 492,000 10,520 7.4500 7.4500 09/15/2007 FARM
0168498 30,000 30,000 30,000 -8 8.0000 8.0000 07/01/2002 FARM
0168501 404,616 404,616 404,616 -89 7.8000 7.8000 09/01/2002 FARM
0168526 116,000 116,000 116,000 3,179 8.3000 8.3000 12/01/2005 FARM
0168530 243,000 243,000 243,000 5,762 8.5000 8.5000 06/20/2006 FARM
0168531 256,974 256,974 256,974 19,604 7.6500 7.6500 01/01/2008 FARM
0168532 4,200,000 4,200,000 4,200,000 -182 8.7700 8.7700 10/01/2004 FARM
0168536 697,000 697,000 697,000 8,796 7.7000 7.7000 06/01/2008 FARM
0168537 351,587 351,587 351,587 13,286 7.6000 7.6000 01/01/2013 FARM
0168538 20,000 20,000 20,000 528 8.0000 8.0000 06/01/2002 FARM
0168539 70,000 70,000 70,000 826 7.2500 7.2500 11/01/2007 FARM
0168544 1,780,000 1,780,000 1,780,000 59,040 7.3000 7.3000 07/15/2007 FARM
0168546 558,000 558,000 558,000 20,949 7.5500 7.5500 06/01/2005 FARM
0168552 353,000 353,000 353,000 -72 7.2500 7.2500 01/01/2008 FARM
0168555 315,100 315,100 315,100 -71 7.3000 7.3000 01/01/2013 FARM
0168560 48,500 48,500 48,500 1,157 7.2500 7.2500 12/01/2006 FARM
0168563 113,500 113,761 113,761 -52 7.7500 7.7500 12/01/2008 FARM
0168566 574,000 574,000 574,000 28,604 7.0000 7.0000 04/15/2012 FARM
0168568 3,480,000 3,484,481 3,484,481 115,947 8.0500 8.0500 06/01/2006 FARM
0168587 131,431 131,431 131,431 -512 7.5000 7.5000 01/15/2011 FARM
0168590 326,400 326,400 326,400 3,248 8.0000 8.0000 11/15/1999 FARM
0168591 528,900 528,900 528,900 5,266 8.0000 8.0000 11/15/1999 FARM
</TABLE>
Page 124 of 141
<PAGE> 281
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0168592 880,000 880,000 880,000 8,758 8.0000 8.0000 11/15/1999 FARM
0168596 205,000 205,414 205,414 2,272 6.7500 6.7500 11/01/2010 FARM
0168606 1,250,000 1,250,000 1,250,000 86,010 6.9000 6.9000 01/01/2008 FARM
0168609 228,000 228,000 228,000 8,215 7.2500 7.2500 06/01/2006 FARM
0168611 252,554 252,554 252,554 17,949 7.3750 7.3750 01/10/2008 FARM
0168612 5,177,500 5,177,500 5,177,500 97,920 7.6500 7.6500 01/01/2003 FARM
0168617 180,000 180,000 180,000 -44 8.0000 8.0000 12/01/2005 FARM
0168620 31,000,000 31,000,000 31,000,000 578,116 7.5000 7.5000 01/01/2007 FARM
0168623 2,003,880 2,003,880 2,003,880 -445 8.0000 8.0000 07/01/2007 FARM
0168624 573,000 573,000 573,000 7,378 7.8500 7.8500 11/01/2012 FARM
0168627 205,000 205,000 205,000 1,760 7.0000 7.0000 11/15/2012 FARM
0168628 3,823,000 3,827,255 3,827,255 127,375 8.0500 8.0500 08/01/2007 FARM
0168631 532,000 532,000 532,000 -122 7.8000 7.8000 01/01/2005 FARM
0168632 135,000 135,000 135,000 1,595 7.2500 7.2500 11/01/2007 FARM
0168633 112,908 112,908 112,908 -25 7.8000 7.8000 01/01/2005 FARM
0168643 96,200 96,200 96,200 986 8.0000 8.0000 11/15/2012 FARM
0168644 425,000 425,000 425,000 3,648 6.7500 6.7500 11/15/2010 FARM
0168651 323,000 323,000 323,000 2,169 8.3750 8.3750 06/01/2007 FARM
0168658 375,000 375,000 375,000 16,781 9.0000 9.0000 01/01/2003 FARM
0168664 180,000 180,417 180,417 -37 7.6000 7.6000 12/01/2008 FARM
0168666 172,200 172,200 172,200 6,204 7.2500 7.2500 01/01/2008 FARM
0168668 200,000 200,000 200,000 -44 7.3750 7.3750 07/01/2013 FARM
0168669 1,450,000 1,450,000 1,450,000 55,875 7.7500 7.7500 12/01/2008 FARM
0168672 5,303,787 5,303,787 5,303,787 44,969 7.7200 7.7200 11/20/2002 FARM
0168673 1,195,984 1,195,984 1,195,984 10,140 7.7200 7.7200 11/20/2002 FARM
0168676 1,200,000 1,200,000 1,200,000 33,716 8.5000 8.5000 03/01/2003 FARM
0168678 6,800,000 6,800,000 6,800,000 276,575 8.1800 8.1800 01/01/2003 FARM
0168680 262,000 262,000 262,000 -62 7.6250 7.6250 01/01/2008 FARM
0168681 123,200 123,200 123,200 4,452 8.7500 8.7500 02/01/2003 FARM
0168686 187,500 187,875 187,875 7,452 8.0000 8.0000 12/01/2004 FARM
0168690 95,000 95,000 95,000 2,277 7.2500 7.2500 06/01/2009 FARM
0168693 245,000 245,000 245,000 10,348 8.5000 8.5000 01/01/2003 FARM
0168695 1,168,613 1,171,763 1,171,763 41,401 7.1250 7.1250 01/01/2008 FARM
0168700 187,500 187,500 187,500 4,277 6.9000 6.9000 12/01/2007 FARM
0168701 217,000 217,000 217,000 4,949 6.9000 6.9000 06/01/2009 FARM
0168702 145,000 145,000 145,000 -29 7.0000 7.0000 12/01/2004 FARM
0168705 126,000 126,000 126,000 -33 8.7500 8.7500 01/01/2003 FARM
0168706 151,000 151,000 151,000 -36 7.6000 7.6000 06/01/2008 FARM
0168719 127,500 127,752 127,752 4,587 7.2500 7.2500 12/01/2008 FARM
0168720 208,750 208,750 208,750 2,728 8.0000 8.0000 11/01/2010 FARM
0168732 212,000 212,000 212,000 16,391 7.7500 7.7500 01/01/2008 FARM
0168733 369,000 369,000 369,000 3,905 7.8750 7.8750 11/15/2003 FARM
0168735 455,000 455,000 455,000 4,894 8.2500 8.2500 11/15/2007 FARM
0168738 121,000 121,000 121,000 -49 9.2500 9.2500 01/01/2003 FARM
0168741 317,500 317,500 317,500 11,516 7.3000 7.3000 06/01/2008 FARM
0168743 84,000 84,000 84,000 3,076 7.3750 7.3750 01/01/2008 FARM
0168761 181,000 181,282 181,282 6,524 7.2500 7.2500 12/01/2002 FARM
0168762 260,000 260,000 260,000 10,343 8.0000 8.0000 07/01/2011 FARM
0168766 187,000 187,000 187,000 7,911 8.5000 8.5000 12/01/2005 FARM
0168773 152,000 152,000 152,000 1,993 8.0000 8.0000 11/01/2007 FARM
0168776 246,000 246,000 246,000 -68 9.2500 9.2500 01/01/2003 FARM
0168781 137,000 137,000 137,000 10,111 7.4000 7.4000 01/01/2011 FARM
0168784 188,500 188,896 188,896 6,569 7.5000 7.5000 01/15/2008 FARM
0168788 163,000 163,000 163,000 6,157 7.6000 7.6000 12/01/2009 FARM
0168789 125,000 125,000 125,000 2,243 7.2500 7.2500 10/01/2010 FARM
0168790 125,002 125,002 125,002 4,477 7.9000 7.9000 06/15/2008 FARM
0168793 1,040,000 1,040,000 1,040,000 3,615 8.0000 8.0000 12/15/2007 FARM
0168799 75,000 75,063 75,063 887 7.2500 7.2500 11/01/2008 FARM
0168800 300,000 300,590 300,590 10,808 7.2500 7.2500 06/01/2009 FARM
0168807 218,500 218,500 218,500 16,121 7.4000 7.4000 01/01/2011 FARM
0168818 230,000 230,000 230,000 -48 7.3750 7.3750 01/01/2013 FARM
</TABLE>
Page 125 of 141
<PAGE> 282
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0168820 29,000,000 29,000,000 29,000,000 381,648 8.0300 8.0300 02/01/2003 FARM
0168825 725,000 725,854 725,854 32,444 9.0000 9.0000 01/01/2003 FARM
0168826 410,000 410,000 410,000 5,379 8.0000 8.0000 11/01/2008 FARM
0168827 258,000 258,000 258,000 7,241 8.5000 8.5000 03/01/2003 FARM
0168832 132,000 132,000 132,000 -36 9.2500 9.2500 01/01/2003 FARM
0168835 112,500 112,752 112,752 4,199 7.5000 7.5000 12/01/2004 FARM
0168847 253,000 253,000 253,000 -54 7.3000 7.3000 12/01/2008 FARM
0168850 176,000 176,000 176,000 2,242 7.7500 7.7500 11/01/2007 FARM
0168851 390,000 390,797 390,797 9,154 7.1000 7.1000 12/01/2009 FARM
0168855 2,720,000 2,720,000 2,720,000 80,211 7.1250 7.1250 08/01/2002 FARM
0168859 709,000 709,000 709,000 19,921 8.5000 8.5000 03/01/2013 FARM
0168878 80,600 80,600 80,600 834 8.7500 8.7500 11/15/2010 FARM
0168892 518,000 518,000 518,000 21,288 9.2500 9.2500 01/15/2003 FARM
0168893 1,520,000 1,520,000 1,520,000 57,817 7.6500 7.6500 12/01/2004 FARM
0168899 144,500 144,500 144,500 -38 8.6250 8.6250 07/01/2003 FARM
0168913 458,500 458,500 458,500 18,958 9.2500 9.2500 01/15/2003 FARM
0168920 370,000 370,000 370,000 14,709 8.0000 8.0000 01/01/2008 FARM
0168937 440,000 440,000 440,000 15,861 7.2500 7.2500 12/01/2008 FARM
0168968 240,000 240,000 240,000 -107 8.7500 8.7500 12/01/2012 FARM
0168995 1,434,500 1,434,500 1,434,500 -331 8.0000 8.0000 12/01/2007 FARM
0169024 110,500 110,500 110,500 -18 7.5500 7.5500 12/01/2008 FARM
0169035 168,000 168,000 168,000 4,026 7.2500 7.2500 03/01/2006 FARM
0169036 890,570 890,570 890,570 -174 7.0000 7.0000 05/01/2008 FARM
0169113 159,000 159,000 159,000 4,331 8.2500 8.2500 03/01/2006 FARM
0169133 35,000 35,000 35,000 -9 7.7500 7.7500 01/01/2001 FARM
0169134 517,500 518,617 518,617 18,665 7.2500 7.2500 06/01/2009 FARM
0169165 72,000 72,000 72,000 -560 8.5000 8.5000 11/15/2006 FARM
0169167 130,000 130,270 130,270 3,898 7.2500 7.2500 12/01/2009 FARM
0169214 2,169,043 2,169,043 2,169,043 13,979 8.0000 8.0000 07/01/2005 FARM
0169228 266,000 266,000 266,000 -54 8.0000 8.0000 12/01/2005 FARM
0169278 195,000 195,000 195,000 159 7.9000 7.9000 06/01/2003 FARM
0169288 539,000 539,000 539,000 15,533 7.7500 7.7500 08/15/2003 FARM
0169290 112,000 112,000 112,000 2,265 8.1500 8.1500 06/01/2008 FARM
0169297 80,908 80,908 80,908 2,023 7.6000 7.6000 09/01/2000 FARM
0169309 126,800 126,800 126,800 3,349 8.0000 8.0000 03/01/2004 FARM
0169310 820,000 820,000 820,000 6,804 6.7500 6.7500 11/15/2008 FARM
0169312 160,000 160,000 160,000 2,073 7.9000 7.9000 11/01/2013 FARM
0169326 209,000 209,408 209,408 5,354 7.7500 7.7500 09/01/2008 FARM
0169327 357,000 357,000 357,000 -76 7.5000 7.5000 12/01/2008 FARM
0169328 399,500 399,500 399,500 -77 7.5000 7.5000 12/01/2008 FARM
0169330 92,500 92,500 92,500 2,514 8.2500 8.2500 09/01/2003 FARM
0169337 230,000 230,000 230,000 -58 7.6250 7.6250 12/01/2008 FARM
0169350 488,750 488,750 488,750 29,121 7.5000 7.5000 03/15/2013 FARM
0169351 175,967 175,967 175,967 13,160 7.5000 7.5000 01/01/2000 FARM
0169353 1,040,000 1,040,000 1,040,000 91,265 8.8000 8.8000 01/01/2007 FARM
0169358 104,000 104,000 104,000 4,001 7.7500 7.7500 12/01/2007 FARM
0169364 1,144,000 1,144,000 1,144,000 -255 8.0000 8.0000 01/01/2004 FARM
0169365 620,000 620,000 620,000 15,883 7.7500 7.7500 09/01/2003 FARM
0169366 88,000 88,000 88,000 3,305 7.5500 7.5500 07/01/1999 FARM
0169379 222,000 222,429 222,429 8,554 7.7500 7.7500 01/01/2009 FARM
0169383 218,750 218,750 218,750 8,482 7.8000 7.8000 07/01/2003 FARM
0169388 193,200 193,200 193,200 4,942 7.7500 7.7500 09/01/2008 FARM
0169389 116,000 116,000 116,000 2,823 7.3750 7.3750 09/01/2003 FARM
0169404 280,000 280,000 280,000 -51 6.7500 6.7500 07/01/2013 FARM
0169407 229,500 229,813 229,813 2,222 7.5000 7.5000 11/15/2003 FARM
0169412 201,685 201,685 201,685 491 7.0000 7.0000 03/15/2003 FARM
0169415 55,000 55,000 55,000 1,045 7.7500 7.7500 12/01/2003 FARM
0169418 165,000 165,000 165,000 -49 7.5000 7.5000 01/01/2004 FARM
0169428 22,500 22,500 22,500 460 8.2500 8.2500 10/01/2003 FARM
0169436 562,000 562,000 562,000 44,903 8.2500 8.2500 01/10/2004 FARM
0169439 96,450 96,450 96,450 1,336 8.5000 8.5000 11/01/2003 FARM
</TABLE>
Page 126 of 141
<PAGE> 283
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0169441 292,958 292,958 292,958 10,562 7.2500 7.2500 01/01/2009 FARM
0169444 650,000 650,000 650,000 -158 8.2500 8.2500 07/01/2008 FARM
0169454 98,800 98,800 98,800 -1,357 8.0000 8.0000 01/15/1999 FARM
0169458 504,000 504,000 504,000 12,078 7.2500 7.2500 03/01/2007 FARM
0169472 197,500 197,500 197,500 5,381 8.2500 8.2500 09/01/2001 FARM
0169473 168,500 168,500 168,500 5,565 7.2500 7.2500 01/15/2009 FARM
0169480 388,000 388,000 388,000 14,960 7.7500 7.7500 12/01/2008 FARM
0169483 5,603,576 5,610,929 5,610,929 -4,853 7.8000 7.8000 06/01/2008 FARM
0169499 166,500 166,500 166,500 -37 8.0000 8.0000 01/01/2003 FARM
0169510 2,184,677 2,184,677 2,184,677 -458 7.5000 7.5000 01/01/2001 FARM
0169511 5,227,618 5,227,618 5,227,618 -1,095 7.5000 7.5000 01/01/2001 FARM
0169514 259,250 259,250 259,250 3,187 7.5000 7.5000 11/01/2006 FARM
0169515 270,000 270,000 270,000 6,918 7.7500 7.7500 12/01/2005 FARM
0169535 176,000 176,000 176,000 4,509 7.7500 7.7500 03/01/2004 FARM
0169546 1,326,400 1,326,400 1,326,400 29,597 6.7500 6.7500 12/01/2008 FARM
0169552 212,500 212,500 212,500 -41 8.0000 8.0000 06/01/2008 FARM
0169564 529,890 529,890 529,890 5,127 7.5000 7.5000 05/15/2004 FARM
0169566 206,600 206,600 206,600 6,199 7.2500 7.2500 02/01/2001 FARM
0169569 368,000 368,000 368,000 4,293 7.1250 7.1250 12/01/2012 FARM
0169570 226,000 226,000 226,000 8,713 7.7500 7.7500 01/01/2009 FARM
0169572 262,500 262,500 262,500 -871 7.7500 7.7500 12/15/2004 FARM
0169574 86,000 86,000 86,000 2,574 7.2500 7.2500 06/01/2005 FARM
0169575 300,125 300,125 300,125 6,203 8.3750 8.3750 01/01/2009 FARM
0169582 190,000 190,000 190,000 -42 7.5000 7.5000 01/01/2001 FARM
0169583 714,000 714,000 714,000 11,465 7.5000 7.5000 04/15/2004 FARM
0169584 7,005,000 7,005,000 7,005,000 -1,532 7.7500 7.7500 11/01/2003 FARM
0169588 217,600 217,600 217,600 -46 7.5000 7.5000 06/01/2006 FARM
0169595 612,500 612,500 612,500 -228 7.2500 7.2500 01/01/2004 FARM
0169610 347,570 347,570 347,570 -85 8.7500 8.7500 02/01/2014 FARM
0169611 257,600 257,600 257,600 8,259 7.7500 7.7500 02/01/2004 FARM
0169614 238,000 238,000 238,000 7,586 7.7000 7.7000 02/01/2009 FARM
0169624 382,500 382,500 382,500 3,873 7.7500 7.7500 05/15/2004 FARM
0169632 221,260 221,260 221,260 17,648 8.0000 8.0000 01/01/2004 FARM
0169636 440,000 440,000 440,000 7,345 6.7500 6.7500 04/01/2009 FARM
0169639 114,400 114,400 114,400 4,552 8.0000 8.0000 01/01/2002 FARM
0169649 212,500 212,500 212,500 -42 8.0000 8.0000 06/01/2008 FARM
0169660 880,000 880,000 880,000 28,227 7.7500 7.7500 08/01/2004 FARM
0169664 350,000 350,000 350,000 9,256 8.0000 8.0000 03/01/2004 FARM
0169675 230,000 230,000 230,000 5,609 8.5000 8.5000 03/15/2009 FARM
0169681 220,113 220,113 220,113 -49 8.0000 8.0000 04/01/2004 FARM
0169682 471,000 471,000 471,000 12,067 7.7500 7.7500 03/01/2004 FARM
0169695 414,000 414,000 414,000 15,434 7.5000 7.5000 01/01/2004 FARM
0169700 72,805 72,805 72,805 2,888 8.0000 8.0000 01/01/2007 FARM
0169703 303,600 303,600 303,600 -74 7.3750 7.3750 02/01/2003 FARM
0169712 210,000 210,000 210,000 10,107 7.2500 7.2500 12/01/2003 FARM
0169728 1,197,367 1,197,367 1,197,367 -251 7.5000 7.5000 02/01/2001 FARM
0169731 3,344,000 3,344,000 3,344,000 68,204 8.2500 8.2500 12/01/2008 FARM
0169738 540,000 540,000 540,000 20,809 7.7500 7.7500 01/01/2004 FARM
0169743 92,683 92,683 92,683 2,876 7.5000 7.5000 02/01/2001 FARM
0169747 583,963 583,963 583,963 7,657 8.0000 8.0000 11/01/2008 FARM
0169759 138,468 138,468 138,468 -30,038 7.7200 7.7200 06/01/2005 FARM
0169774 370,000 370,000 370,000 13,614 7.4000 7.4000 06/01/2005 FARM
0169775 960,424 960,424 960,424 37,607 7.8750 7.8750 01/01/2014 FARM
0169784 395,000 395,000 395,000 4,855 7.5000 7.5000 05/01/2004 FARM
0169792 192,300 192,300 192,300 5,235 8.2500 8.2500 03/01/2009 FARM
0169800 433,000 433,000 433,000 10,849 7.5800 7.5800 09/01/2008 FARM
0169803 440,000 440,000 440,000 5,408 7.5000 7.5000 06/01/2010 FARM
0169809 52,500 52,500 52,500 -27 8.4000 8.4000 12/01/2005 FARM
0169811 1,207,000 1,207,000 1,207,000 10,940 7.2500 7.2500 05/15/2001 FARM
0169812 578,000 578,000 578,000 5,240 7.2500 7.2500 05/15/2001 FARM
0169813 714,000 714,000 714,000 6,467 7.2500 7.2500 05/15/2001 FARM
</TABLE>
Page 127 of 141
<PAGE> 284
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0169819 52,160 52,160 52,160 -13 8.2500 8.2500 06/01/2004 FARM
0169822 184,000 184,000 184,000 5,161 8.5000 8.5000 09/01/2004 FARM
0169824 341,000 341,000 341,000 4,159 7.7000 7.7000 11/01/2014 FARM
0169831 3,200,000 3,200,000 3,200,000 39,334 7.5000 7.5000 05/01/2004 FARM
0169837 360,000 360,000 360,000 3,445 8.0000 8.0000 11/15/2008 FARM
0169850 210,000 210,000 210,000 8,126 8.2500 8.2500 06/10/2006 FARM
0169868 924,000 924,000 924,000 7,969 7.2500 7.2500 12/15/2008 FARM
0169878 520,500 520,500 520,500 -1,908 8.7500 8.7500 12/15/2009 FARM
0169899 4,635,344 4,635,344 4,635,344 31,738 8.5000 8.5000 06/01/2004 FARM
0169902 609,163 609,163 609,163 3,596 8.5000 8.5000 04/01/2009 FARM
0169906 278,400 278,400 278,400 -64 7.6000 7.6000 01/01/2001 FARM
0169911 11,712,000 11,712,000 11,712,000 -2,984 7.8400 7.8400 07/01/2004 FARM
0169912 682,000 682,000 682,000 22,926 8.1250 8.1250 12/01/2008 FARM
0169923 139,500 139,699 139,699 4,899 8.5000 8.5000 02/01/2004 FARM
0169930 230,000 230,000 230,000 5,037 8.8750 8.8750 12/01/2011 FARM
0169932 443,500 443,500 443,500 -113 9.1250 9.1250 07/01/2014 FARM
0169946 88,000 88,000 88,000 1,316 9.1250 9.1250 05/01/2004 FARM
0169947 194,800 194,800 194,800 6,341 7.8750 7.8750 08/01/2009 FARM
0169948 459,000 459,000 459,000 -148 8.7500 8.7500 07/01/2009 FARM
0169956 3,400,000 3,400,000 3,400,000 135,800 8.8100 8.8100 06/15/2005 FARM
0169958 510,000 510,000 510,000 21,280 9.2500 9.2500 12/15/2003 FARM
0169964 208,000 208,000 208,000 5,673 8.2500 8.2500 03/01/2004 FARM
0169969 468,000 468,000 468,000 21,525 9.2500 9.2500 12/01/2009 FARM
0169976 6,920,000 6,920,000 6,920,000 127,080 8.7700 8.7700 12/15/2002 FARM
0170007 225,000 225,000 225,000 2,853 7.7500 7.7500 11/01/2004 FARM
0170021 380,000 380,000 380,000 4,211 8.8750 8.8750 11/15/2009 FARM
0170034 416,040 416,040 416,040 17,079 9.0000 9.0000 01/15/2015 FARM
0170040 153,500 153,500 153,500 5,794 9.1250 9.1250 02/01/2005 FARM
0170044 488,000 488,000 488,000 18,437 7.6000 7.6000 01/01/2015 FARM
0170047 1,842,000 1,842,000 1,842,000 13,355 9.0000 9.0000 12/01/2014 FARM
0170060 121,612 121,612 121,612 1,422 9.6200 9.6200 11/20/2004 FARM
0170064 308,000 308,000 308,000 9,673 9.5000 9.5000 06/01/2006 FARM
0170076 5,765,797 5,765,797 5,765,797 107,990 7.2500 7.2500 12/01/1998 FARM
0170106 710,000 710,000 710,000 33,547 9.5000 9.5000 12/01/2006 FARM
0170131 232,000 232,000 232,000 7,381 9.6250 9.6250 12/01/2009 FARM
0170138 232,000 232,000 232,000 -69 9.2500 9.2500 06/01/2008 FARM
0170202 100,000 100,000 100,000 -35 8.7500 8.7500 12/01/2007 FARM
0170223 260,284 260,284 260,284 1,171 6.7500 6.7500 10/06/2008 FARM
0170228 3,043,965 3,043,965 3,043,965 23,295 9.5000 9.5000 01/01/2008 FARM
0170233 2,222,683 2,228,459 2,228,459 16,025 8.9500 8.9500 05/01/2010 FARM
0170236 720,000 720,000 720,000 -170 8.5000 8.5000 12/01/2007 FARM
0170261 144,000 144,327 144,327 -40 9.1250 9.1250 12/01/2009 FARM
0170266 559,500 559,500 559,500 19,900 7.7500 7.7500 01/15/2011 FARM
0170275 450,000 450,000 450,000 13,570 9.1250 9.1250 06/01/2011 FARM
0170283 280,000 278,555 278,555 5,814 8.4000 8.4000 12/01/2006 FARM
0170292 514,482 512,215 512,215 5,474 8.7500 8.7500 06/15/2010 FARM
0170293 2,068,000 2,058,870 2,058,870 94,086 9.1500 9.1500 12/01/2008 FARM
0170298 112,217 111,599 111,599 1,530 8.3000 8.3000 06/01/2008 FARM
0170299 118,000 117,582 117,582 -22 7.8000 7.8000 01/01/2006 FARM
0170308 78,558 78,261 78,261 -114 7.9100 7.9100 07/25/2015 FARM
0170312 1,222,632 1,220,648 1,220,648 6,944 7.0500 7.0500 06/01/2002 FARM
0170313 560,560 558,106 558,106 12,126 8.7500 8.7500 12/01/2006 FARM
0170315 160,000 158,718 158,718 9,863 8.2500 8.2500 04/01/2005 FARM
0170319 188,500 187,829 187,829 5,359 8.6000 8.6000 06/01/2008 FARM
0170323 1,150,391 1,145,941 1,145,941 47,261 8.7000 8.7000 01/10/2016 FARM
0170325 588,000 585,312 585,312 13,086 9.0000 9.0000 12/01/2008 FARM
0170326 264,000 263,461 263,461 2,586 8.2500 8.2500 11/15/2010 FARM
0170328 1,280,000 1,276,529 1,276,529 45,684 7.9000 7.9000 12/15/2007 FARM
0170331 317,000 316,250 316,250 3,831 7.3750 7.3750 12/01/2008 FARM
0170332 70,500 70,267 70,267 2,397 7.9100 7.9100 06/25/2009 FARM
0170335 2,300,000 2,292,213 2,292,213 88,016 8.1500 8.1500 12/10/2007 FARM
</TABLE>
Page 128 of 141
<PAGE> 285
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0170336 244,000 243,482 243,482 6,288 7.8000 7.8000 12/01/2008 FARM
0170341 1,302,000 1,297,477 1,297,477 44,836 8.3200 8.3200 08/01/2005 FARM
0170342 331,536 330,876 330,876 -73 7.7500 7.7500 12/01/2014 FARM
0170348 11,792,000 11,769,409 11,769,409 -2,742 8.2000 8.2000 06/01/2002 FARM
0170349 804,000 801,378 801,378 7,723 7.8750 7.8750 12/15/2008 FARM
0170352 531,100 528,760 528,760 17,923 8.1500 8.1500 06/01/2012 FARM
0170355 2,510,000 2,510,000 2,510,000 92,978 7.4500 7.4500 07/01/2008 FARM
0170356 444,000 442,307 442,307 -100 8.4000 8.4000 06/01/2009 FARM
0170357 1,138,803 1,135,683 1,135,683 47,767 7.7500 7.7500 06/15/2010 FARM
0170369 244,800 243,926 243,926 9,397 8.4000 8.4000 07/15/2015 FARM
0170370 1,944,356 1,938,948 1,938,948 -433 7.9000 7.9000 06/01/2015 FARM
0170371 486,000 484,465 484,465 4,963 8.2000 8.2000 11/15/2010 FARM
0170373 1,700,000 1,691,724 1,691,724 61,919 8.8000 8.8000 06/01/2005 FARM
0170376 9,752,419 9,731,950 9,731,950 -2,232 8.1800 8.1800 09/01/2005 FARM
0170377 568,875 566,842 566,842 23,328 8.2500 8.2500 07/01/2005 FARM
0170378 243,800 243,146 243,146 -85 7.9000 7.9000 07/01/2005 FARM
0170380 154,700 153,991 153,991 1,989 7.8750 7.8750 11/01/2015 FARM
0170382 420,000 418,752 418,752 16,097 7.7100 7.7100 07/01/2015 FARM
0170383 141,079 140,442 140,442 -12 8.4000 8.4000 06/01/2011 FARM
0170386 1,274,000 1,271,590 1,271,590 33,165 7.8750 7.8750 09/01/2010 FARM
0170396 875,000 873,000 873,000 39,156 9.0000 9.0000 07/01/2005 FARM
0170402 625,000 621,321 621,321 20,178 7.8000 7.8000 12/01/2003 FARM
0170403 280,000 278,829 278,829 10,483 8.2000 8.2000 06/15/2008 FARM
0170409 2,166,000 2,164,478 2,164,478 34,095 7.5500 7.5500 09/15/2003 FARM
0170411 132,000 132,114 132,114 -30 8.0000 8.0000 06/01/2009 FARM
0170413 16,616,000 16,616,000 16,616,000 231,334 6.6800 6.6800 12/15/2002 FARM
0170415 2,092,000 2,085,554 2,085,554 33,852 7.7800 7.7800 03/15/2003 FARM
0170416 272,000 270,789 270,789 11,840 8.7500 8.7500 12/01/2012 FARM
0170417 9,400,000 9,400,000 9,400,000 25,512 7.1250 7.1250 06/15/2010 FARM
0170418 75,899 75,620 75,620 2,045 8.1500 8.1500 09/01/2005 FARM
0170422 705,000 703,426 703,426 28,216 8.0500 8.0500 06/01/2012 FARM
0170423 188,000 187,161 187,161 7,527 8.0500 8.0500 06/01/2009 FARM
0170424 185,000 184,619 184,619 1,161 7.8500 7.8500 12/01/2015 FARM
0170425 139,000 138,365 138,365 1,966 8.6250 8.6250 11/01/2015 FARM
0170427 352,000 351,206 351,206 -1,281 7.7500 7.7500 12/15/2006 FARM
0170430 558,558 557,446 557,446 11,186 8.1000 8.1000 10/01/2015 FARM
0170446 675,000 671,849 671,849 18,520 8.3000 8.3000 12/01/2011 FARM
0170448 878,000 873,999 873,999 5,942 8.4000 8.4000 12/01/2015 FARM
0170456 552,813 551,759 551,759 20,203 7.3500 7.3500 01/01/2016 FARM
0170462 4,282,608 4,266,550 4,266,550 -958 8.0230 8.0230 01/01/2011 FARM
0170463 696,000 693,277 693,277 9,127 8.0000 8.0000 06/01/2009 FARM
0170465 243,000 241,888 241,888 -55 8.0000 8.0000 01/01/2016 FARM
0170468 1,013,000 1,010,704 1,010,704 37,083 8.0000 8.0000 01/15/2015 FARM
0170470 960,000 957,903 957,903 39,612 8.3000 8.3000 06/01/2012 FARM
0170471 649,500 646,015 646,015 25,351 7.8500 7.8500 12/01/1998 FARM
0170472 337,000 335,756 335,756 -20 8.0000 8.0000 12/01/2008 FARM
0170480 7,115,000 7,095,139 7,095,139 262,345 7.8500 7.8500 12/10/2014 FARM
0170481 361,900 360,274 360,274 7,601 8.5000 8.5000 10/01/2015 FARM
0170486 1,900,000 1,892,309 1,892,309 75,958 8.5000 8.5000 12/10/2003 FARM
0170487 136,500 135,866 135,866 1,424 8.1000 8.1000 11/15/2015 FARM
0170493 241,720 241,034 241,034 -126 7.9100 7.9100 12/25/2008 FARM
0170495 1,274,000 1,272,966 1,272,966 11,868 7.6500 7.6500 11/15/2005 FARM
0170496 161,500 160,780 160,780 6,504 8.1000 8.1000 06/01/2010 FARM
0170497 282,765 281,652 281,652 7,852 8.4000 8.4000 09/01/2015 FARM
0170501 360,800 359,116 359,116 22,916 8.5000 8.5000 12/01/2013 FARM
0170504 6,800,449 6,782,293 6,782,293 41,524 7.5800 7.5800 11/21/2005 FARM
0170507 110,000 109,654 109,654 -129 7.5000 7.5000 12/01/2005 FARM
0170510 180,000 179,156 179,156 3,448 7.7500 7.7500 06/01/2010 FARM
0170512 14,647,500 14,604,271 14,604,271 97,463 8.2600 8.2600 01/01/2006 FARM
0170514 200,302 199,746 199,746 15,681 7.8500 7.8500 01/01/2016 FARM
0170518 1,940,000 1,927,313 1,927,313 76,494 7.9300 7.9300 06/01/2009 FARM
</TABLE>
Page 129 of 141
<PAGE> 286
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0170519 10,950,000 10,942,366 10,942,366 71,537 8.1100 8.1100 10/01/2005 FARM
0170529 6,492,025 6,479,921 6,479,921 37,758 7.2200 7.2200 01/01/2016 FARM
0170533 91,000 90,986 90,986 -19 7.7500 7.7500 12/01/2008 FARM
0170548 480,000 480,412 480,412 -105 7.7500 7.7500 12/01/2009 FARM
0170555 308,000 306,688 306,688 1,080 8.2500 8.2500 12/15/2007 FARM
0170557 517,000 515,300 515,300 -116 7.8500 7.8500 12/01/2011 FARM
0170558 517,000 515,793 515,793 -2,283 7.7500 7.7500 12/15/2008 FARM
0170562 349,000 347,448 347,448 12,616 7.9000 7.9000 07/15/2011 FARM
0170564 122,200 121,740 121,740 -27 8.0000 8.0000 06/01/2012 FARM
0170565 1,060,691 1,060,691 1,060,691 -215 7.9500 7.9500 02/01/2016 FARM
0170566 564,000 562,293 562,293 21,383 7.6250 7.6250 06/01/2009 FARM
0170567 57,472 57,230 57,230 7 7.9000 7.9000 02/01/2003 FARM
0170568 126,000 125,102 125,102 4,303 8.2500 8.2500 12/01/2014 FARM
0170571 148,000 147,776 147,776 1,888 7.8000 7.8000 11/01/2015 FARM
0170576 460,373 459,623 459,623 14,195 7.4500 7.4500 02/01/2016 FARM
0170579 143,600 143,273 143,273 1,784 7.6000 7.6000 06/01/2009 FARM
0170580 60,000 59,048 59,048 754 7.6000 7.6000 12/01/2000 FARM
0170581 1,198,400 1,195,672 1,195,672 14,927 7.6000 7.6000 06/01/2009 FARM
0170583 256,400 255,584 255,584 -738 7.3000 7.3000 12/15/2010 FARM
0170584 1,290,000 1,283,966 1,283,966 48,981 8.0000 8.0000 12/10/2003 FARM
0170585 1,485,000 1,478,363 1,478,363 56,100 8.0000 8.0000 12/10/2005 FARM
0170590 399,400 398,491 398,491 4,975 7.6000 7.6000 06/01/2009 FARM
0170591 1,184,000 1,178,025 1,178,025 4,355 8.2500 8.2500 12/15/2013 FARM
0170592 650,000 647,181 647,181 26,664 8.2500 8.2500 12/01/2007 FARM
0170593 1,849,000 1,840,352 1,840,352 69,998 8.0000 8.0000 12/10/2003 FARM
0170595 61,000 60,768 60,768 1,575 8.5000 8.5000 01/01/2011 FARM
0170598 813,084 811,396 811,396 26,922 8.0000 8.0000 02/01/2011 FARM
0170601 538,132 536,843 536,843 14,053 7.9000 7.9000 12/01/2011 FARM
0170603 215,730 214,745 214,745 6,696 7.5000 7.5000 06/01/2009 FARM
0170619 617,454 616,469 616,469 5,711 7.4000 7.4000 06/15/2014 FARM
0170621 85,000 85,000 85,000 3,168 7.5000 7.5000 01/01/2016 FARM
0170623 435,000 433,839 433,839 -94 7.5000 7.5000 01/01/2006 FARM
0170625 900,000 897,881 897,881 31,813 7.4000 7.4000 12/10/2005 FARM
0170627 5,760,000 5,740,701 5,740,701 73,160 7.7500 7.7500 06/01/2007 FARM
0170628 1,193,800 1,191,069 1,191,069 14,869 7.6000 7.6000 06/01/2009 FARM
0170630 249,000 248,430 248,430 3,099 7.6000 7.6000 06/01/2009 FARM
0170631 770,811 770,811 770,811 -153 7.7500 7.7500 02/01/2016 FARM
0170632 770,000 770,000 770,000 18,135 7.1250 7.1250 03/01/2011 FARM
0170634 1,942,289 1,939,693 1,939,693 74,845 7.7500 7.7500 01/01/2016 FARM
0170637 1,763,433 1,758,933 1,758,933 44,302 7.6000 7.6000 03/01/2016 FARM
0170638 401,000 400,088 400,088 27,485 7.5000 7.5000 12/01/2015 FARM
0170639 128,340 128,018 128,018 9,320 7.9500 7.9500 02/01/2016 FARM
0170641 284,000 282,971 282,971 -239 8.2500 8.2500 06/01/2008 FARM
0170642 470,000 468,917 468,917 14,828 7.6250 7.6250 06/01/2009 FARM
0170646 195,000 194,103 194,103 5,147 8.0000 8.0000 06/01/2012 FARM
0170647 564,000 562,070 562,070 19,623 7.5000 7.5000 06/15/2009 FARM
0170653 355,000 354,328 354,328 -125 7.0000 7.0000 03/01/2006 FARM
0170659 194,000 193,558 193,558 4,940 7.7000 7.7000 06/01/2009 FARM
0170665 1,642,887 1,636,512 1,636,512 45,482 8.3750 8.3750 03/01/2016 FARM
0170667 7,700,000 7,685,667 7,685,667 -1,671 7.7100 7.7100 01/01/2006 FARM
0170676 130,000 129,733 129,733 -41 7.1000 7.1000 01/01/2006 FARM
0170679 205,858 205,858 205,858 6,818 7.2500 7.2500 01/15/2006 FARM
0170681 244,400 243,283 243,283 3,001 7.5000 7.5000 06/01/2009 FARM
0170682 90,000 89,571 89,571 -20 7.8000 7.8000 12/01/2008 FARM
0170684 198,200 197,296 197,296 7,440 7.5500 7.5500 06/01/2009 FARM
0170689 147,400 146,856 146,856 4,602 7.5500 7.5500 06/01/2009 FARM
0170690 309,400 308,197 308,197 -63 7.9000 7.9000 12/01/2008 FARM
0170698 177,600 176,758 176,758 2,182 7.5000 7.5000 05/01/2016 FARM
0170702 570,000 568,061 568,061 16,108 7.6000 7.6000 12/15/2010 FARM
0170707 259,000 258,407 258,407 4,959 7.7500 7.7500 06/01/2009 FARM
0170713 257,000 255,816 255,816 -55 7.7000 7.7000 12/01/2011 FARM
</TABLE>
Page 130 of 141
<PAGE> 287
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0170718 122,400 121,633 121,633 4,742 7.8000 7.8000 01/01/2016 FARM
0170730 710,000 708,407 708,407 52,758 7.8000 7.8000 01/15/2016 FARM
0170732 288,000 287,354 287,354 9,061 7.6000 7.6000 12/01/2012 FARM
0170733 316,800 314,526 314,526 12,019 7.6300 7.6300 01/01/2016 FARM
0170735 1,235,000 1,229,386 1,229,386 16,994 8.4000 8.4000 06/01/2010 FARM
0170753 356,560 355,182 355,182 2,241 7.8000 7.8000 04/01/2016 FARM
0170755 645,600 644,171 644,171 3,918 7.5500 7.5500 04/01/2011 FARM
0170767 239,000 238,731 238,731 -49 7.2000 7.2000 01/01/2006 FARM
0170769 237,000 237,000 237,000 -61 7.8500 7.8500 12/01/2009 FARM
0170770 420,000 418,379 418,379 -89 7.4000 7.4000 01/01/2006 FARM
0170772 1,120,000 1,115,664 1,115,664 24,596 7.6000 7.6000 03/15/2006 FARM
0170774 2,775,000 2,765,876 2,765,876 66,871 7.2900 7.2900 06/01/2007 FARM
0170776 960,000 955,696 955,696 36,287 7.6000 7.6000 12/01/2012 FARM
0170777 325,000 323,508 323,508 5,319 7.8500 7.8500 04/15/2016 FARM
0170778 264,000 263,384 263,384 5,679 7.4500 7.4500 03/15/2011 FARM
0170779 140,000 139,730 139,730 5,016 7.2000 7.2000 01/01/2006 FARM
0170780 276,466 276,058 276,058 18,748 7.7500 7.7500 02/15/2016 FARM
0170781 940,000 936,930 936,930 11,546 7.5000 7.5000 06/01/2009 FARM
0170782 381,690 380,728 380,728 27,726 7.9500 7.9500 02/01/2016 FARM
0170787 150,000 149,310 149,310 3,769 7.6000 7.6000 12/01/2008 FARM
0170788 338,967 337,762 337,762 11,878 7.6500 7.6500 12/15/2010 FARM
0170798 282,800 281,505 281,505 3,477 7.5000 7.5000 06/01/2009 FARM
0170800 123,600 123,075 123,075 3,395 8.3100 8.3100 03/01/2011 FARM
0170801 729,600 726,325 726,325 15,771 7.5700 7.5700 12/15/2012 FARM
0170802 166,000 166,116 166,116 1,986 7.3000 7.3000 11/01/2016 FARM
0170806 213,840 213,363 213,363 6,240 7.0500 7.0500 12/01/2005 FARM
0170808 200,000 199,537 199,537 -42 7.5000 7.5000 06/01/2011 FARM
0170814 846,000 842,880 842,880 -34 8.1250 8.1250 06/01/2009 FARM
0170817 625,289 623,482 623,482 23,381 7.5200 7.5200 01/01/2016 FARM
0170825 13,450,325 13,424,658 13,424,658 80,504 7.4300 7.4300 05/01/2016 FARM
0170827 235,000 234,456 234,456 3,002 7.8000 7.8000 11/01/2016 FARM
0170833 380,000 379,133 379,133 7,046 7.5000 7.5000 12/01/2010 FARM
0170836 2,809,730 2,807,480 2,807,480 81,404 7.0000 7.0000 02/01/2016 FARM
0170841 345,000 344,211 344,211 25,799 7.5000 7.5000 01/01/2016 FARM
0170845 3,600,000 3,585,273 3,585,273 -832 8.3200 8.3200 01/01/2011 FARM
0170848 260,000 259,386 259,386 -58 7.6500 7.6500 12/01/2007 FARM
0170849 515,000 513,789 513,789 -112 7.6500 7.6500 12/01/2009 FARM
0170851 2,090,000 2,081,862 2,081,862 76,617 8.0000 8.0000 07/15/2006 FARM
0170853 2,070,000 2,060,053 2,060,053 69,826 8.1500 8.1500 12/01/2005 FARM
0170857 110,920 110,409 110,409 1,459 8.0000 8.0000 06/01/2009 FARM
0170858 2,068,000 2,059,983 2,059,983 33,896 7.7500 7.7500 02/15/2006 FARM
0170865 917,300 917,300 917,300 6,725 9.1100 9.1100 01/01/2006 FARM
0170867 269,000 268,704 268,704 20,527 7.6500 7.6500 01/01/2011 FARM
0170876 1,911,000 1,906,108 1,906,108 37,086 7.8500 7.8500 04/01/2011 FARM
0170877 315,600 314,393 314,393 -66 7.6000 7.6000 07/01/2011 FARM
0170880 138,000 137,453 137,453 -32 7.8500 7.8500 06/01/2007 FARM
0170882 259,200 258,924 258,924 9,608 8.1000 8.1000 01/15/2011 FARM
0170891 1,000,000 997,996 997,996 25,619 7.7500 7.7500 03/01/2006 FARM
0170897 2,300,000 2,298,250 2,298,250 92,790 8.5600 8.5600 12/10/2005 FARM
0170902 425,002 424,168 424,168 2,773 8.1000 8.1000 06/01/2016 FARM
0170909 203,660 202,856 202,856 4,019 8.0000 8.0000 06/01/2009 FARM
0170911 105,000 104,746 104,746 -26 7.2500 7.2500 06/01/2010 FARM
0170920 642,470 640,947 640,947 35,996 7.5000 7.5000 04/01/2016 FARM
0170923 82,400 81,931 81,931 802 8.0000 8.0000 11/15/2011 FARM
0170934 214,815 214,389 214,389 8,652 8.1000 8.1000 12/01/2015 FARM
0170935 143,729 143,451 143,451 6,147 8.6000 8.6000 01/01/2016 FARM
0170936 386,297 385,172 385,172 21,479 7.8500 7.8500 04/15/2016 FARM
0170937 3,325,000 3,309,742 3,309,742 124,822 7.5500 7.5500 07/01/2016 FARM
0170939 6,515,760 6,515,760 6,515,760 87,422 8.0500 8.0500 04/30/2008 FARM
0170940 162,000 161,472 161,472 1,853 7.0000 7.0000 05/01/2011 FARM
0170943 667,979 666,479 666,479 19,163 7.6500 7.6500 02/15/2016 FARM
</TABLE>
Page 131 of 141
<PAGE> 288
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0170946 336,000 334,698 334,698 13,366 8.0000 8.0000 07/01/2006 FARM
0170948 235,000 234,586 234,586 2,872 7.4500 7.4500 11/01/2016 FARM
0170950 138,000 137,457 137,457 1,639 7.2500 7.2500 06/01/2010 FARM
0170952 261,000 260,383 260,383 -47 7.2500 7.2500 01/01/2006 FARM
0170953 329,000 328,170 328,170 10,907 7.2500 7.2500 07/15/2011 FARM
0170955 952,788 949,038 949,038 17,666 7.5000 7.5000 10/01/2016 FARM
0170959 255,750 254,554 254,554 2,583 8.5000 8.5000 05/15/2011 FARM
0170963 565,012 563,887 563,887 21,773 7.7500 7.7500 01/01/2011 FARM
0170964 1,961,488 1,961,113 1,961,113 52,408 7.1250 7.1250 06/15/2016 FARM
0170965 391,307 390,369 390,369 7,981 8.2500 8.2500 04/01/2016 FARM
0170966 432,000 430,101 430,101 15,842 7.3750 7.3750 07/01/2016 FARM
0170968 3,324,036 3,320,754 3,320,754 31,163 7.5000 7.5000 05/15/2011 FARM
0170971 365,000 363,525 363,525 11,709 7.7500 7.7500 06/01/2013 FARM
0170972 422,400 421,090 421,090 -99 8.0000 8.0000 07/01/2011 FARM
0170974 411,143 409,331 409,331 24,578 8.0000 8.0000 04/01/2006 FARM
0170980 240,083 239,595 239,595 15,952 8.0000 8.0000 03/01/2011 FARM
0170984 920,000 916,281 916,281 33,837 8.0000 8.0000 07/15/2006 FARM
0170985 220,000 218,984 218,984 6,827 7.5000 7.5000 06/01/2009 FARM
0170989 95,000 94,850 94,850 3,903 8.2500 8.2500 06/01/2010 FARM
0170990 940,000 936,303 936,303 10,933 7.1000 7.1000 05/01/2006 FARM
0170991 934,702 932,911 932,911 73,900 8.2500 8.2500 01/15/2017 FARM
0170994 553,000 551,654 551,654 -119 8.1500 8.1500 01/01/2016 FARM
0171003 353,043 352,347 352,347 -78 7.7500 7.7500 06/01/2016 FARM
0171005 121,500 121,329 121,329 3,621 7.2000 7.2000 12/01/2005 FARM
0171007 140,000 139,651 139,651 3,611 7.8000 7.8000 06/01/2008 FARM
0171009 199,890 199,515 199,515 5,038 7.6250 7.6250 03/01/2016 FARM
0171011 341,600 341,600 341,600 14,642 8.6250 8.6250 07/01/2010 FARM
0171015 1,667,073 1,664,823 1,664,823 106,614 7.7000 7.7000 03/01/2016 FARM
0171017 164,566 163,929 163,929 2,137 8.0000 8.0000 06/01/2015 FARM
0171021 167,000 166,714 166,714 6,679 8.0500 8.0500 01/01/2011 FARM
0171029 230,000 229,154 229,154 8,682 8.2500 8.2500 12/15/2008 FARM
0171035 107,891 107,666 107,666 643 7.4000 7.4000 06/01/2011 FARM
0171040 768,000 766,254 766,254 59,354 7.7500 7.7500 01/01/2016 FARM
0171041 149,700 149,448 149,448 -26 7.5000 7.5000 06/01/2010 FARM
0171043 6,440,000 6,438,871 6,438,871 257,114 8.4500 8.4500 12/10/2006 FARM
0171044 5,381,369 5,381,369 5,381,369 10,761 8.0500 8.0500 06/21/2008 FARM
0171052 895,000 891,442 891,442 -212 8.2500 8.2500 12/01/2007 FARM
0171060 5,833,735 5,821,526 5,821,526 33,483 7.1250 7.1250 09/01/2003 FARM
0171062 218,000 218,142 218,142 1,490 8.5000 8.5000 12/01/2016 FARM
0171063 418,463 417,226 417,226 15,647 7.5200 7.5200 07/01/2016 FARM
0171067 680,304 678,285 678,285 22,402 8.0000 8.0000 07/15/2006 FARM
0171070 285,000 285,000 285,000 5,732 8.1500 8.1500 06/01/2010 FARM
0171074 310,200 309,474 309,474 6,653 7.4500 7.4500 06/15/2009 FARM
0171076 1,034,000 1,030,142 1,030,142 -225 7.8500 7.8500 07/01/2016 FARM
0171087 1,720,000 1,720,000 1,720,000 12,927 9.3300 9.3300 10/01/2005 FARM
0171089 225,000 224,739 224,739 7,594 8.1500 8.1500 12/01/2005 FARM
0171091 1,674,400 1,667,330 1,667,330 22,968 8.3700 8.3700 11/01/2016 FARM
0171092 255,000 255,196 255,196 9,697 7.6500 7.6500 12/01/2009 FARM
0171094 2,400,000 2,395,273 2,395,273 104,416 8.7500 8.7500 07/01/2006 FARM
0171096 2,963,226 2,954,458 2,954,458 60,437 8.2500 8.2500 06/01/2006 FARM
0171097 665,000 665,000 665,000 13,399 8.1500 8.1500 06/01/2010 FARM
0171111 528,000 525,706 525,706 34,703 8.2700 8.2700 03/15/2011 FARM
0171120 1,220,000 1,215,200 1,215,200 53,079 8.7500 8.7500 01/01/2007 FARM
0171123 737,000 735,524 735,524 15,214 8.3500 8.3500 12/01/2008 FARM
0171130 261,708 260,349 260,349 3,646 8.5000 8.5000 06/01/2006 FARM
0171137 682,500 681,070 681,070 14,760 8.7500 8.7500 07/01/2006 FARM
0171143 3,481,209 3,481,209 3,481,209 110,341 8.0500 8.0500 08/08/2006 FARM
0171151 191,639 191,255 191,255 6,180 8.6000 8.6000 08/15/2016 FARM
0171154 1,880,000 1,879,953 1,879,953 25,080 8.1400 8.1400 12/01/1998 FARM
0171157 209,000 208,114 208,114 2,955 8.6250 8.6250 11/01/2006 FARM
0171160 197,500 196,544 196,544 -46 8.8000 8.8000 07/01/2006 FARM
</TABLE>
Page 132 of 141
<PAGE> 289
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0171163 325,000 325,195 325,195 14,138 8.7500 8.7500 06/01/2011 FARM
0171165 1,358,000 1,355,284 1,355,284 57,395 8.5000 8.5000 06/01/2009 FARM
0171167 2,100,000 2,098,122 2,098,122 86,667 8.3000 8.3000 06/01/2009 FARM
0171168 983,533 979,700 979,700 7,447 9.4000 9.4000 06/01/2007 FARM
0171169 252,000 250,937 250,937 3,407 8.2500 8.2500 11/01/2006 FARM
0171171 5,400,000 5,388,415 5,388,415 -1,231 7.9100 7.9100 01/01/2007 FARM
0171184 658,000 657,038 657,038 -146 7.8000 7.8000 06/01/2009 FARM
0171185 1,416,000 1,411,991 1,411,991 -351 8.6600 8.6600 06/01/2009 FARM
0171192 586,000 583,772 583,772 8,457 8.8000 8.8000 12/01/2009 FARM
0171195 301,000 300,794 300,794 12,722 8.5000 8.5000 01/01/2012 FARM
0171197 180,000 178,024 178,024 1,862 8.4000 8.4000 11/15/2007 FARM
0171199 81,827 81,443 81,443 -18 7.3000 7.3000 12/01/2005 FARM
0171206 8,742,500 8,724,875 8,724,875 -1,739 7.1300 7.1300 10/01/2006 FARM
0171213 366,675 363,758 363,758 29,709 8.2500 8.2500 12/05/2015 FARM
0171231 250,000 249,290 249,290 2,549 8.5000 8.5000 11/15/2011 FARM
0171233 119,686 119,619 119,619 5,059 8.5000 8.5000 12/01/2008 FARM
0171238 656,940 653,590 653,590 17,564 8.7500 8.7500 12/10/2005 FARM
0171239 1,012,000 1,012,000 1,012,000 25,089 7.5000 7.5000 09/01/2016 FARM
0171241 750,000 750,000 750,000 30,768 8.2500 8.2500 12/01/2007 FARM
0171246 231,000 230,743 230,743 8,902 7.7500 7.7500 01/01/2012 FARM
0171247 409,500 408,821 408,821 14,881 7.9500 7.9500 12/15/2010 FARM
0171255 1,500,000 1,497,336 1,497,336 9,184 7.6000 7.6000 06/01/2008 FARM
0171267 129,000 128,312 128,312 1,787 8.4500 8.4500 11/01/2011 FARM
0171268 778,600 775,455 775,455 -2,938 8.6500 8.6500 01/15/2007 FARM
0171281 294,000 293,090 293,090 12,201 8.3500 8.3500 01/01/2012 FARM
0171335 2,985,315 2,978,080 2,978,080 41,440 8.4700 8.4700 12/01/1998 FARM
0171343 2,100,000 2,092,727 2,092,727 13,381 7.9100 7.9100 01/01/2012 FARM
0171349 852,000 850,033 850,033 30,146 8.5500 8.5500 12/01/2011 FARM
0171350 397,174 396,496 396,496 16,491 8.3500 8.3500 01/01/2017 FARM
0171352 385,000 384,126 384,126 4,207 8.3000 8.3000 06/15/2010 FARM
0171353 801,000 799,500 799,500 31,605 8.6000 8.6000 06/15/2009 FARM
0171355 9,604,533 9,584,116 9,584,116 415,476 8.7000 8.7000 01/01/2011 FARM
0171361 349,141 347,671 347,671 7,553 8.7500 8.7500 04/01/2017 FARM
0171362 595,894 593,036 593,036 24,815 8.3750 8.3750 01/01/2012 FARM
0171365 11,000,000 10,965,642 10,965,642 66,193 7.4700 7.4700 01/01/2011 FARM
0171370 295,000 293,721 293,721 3,087 8.0000 8.0000 11/15/2011 FARM
0171376 145,500 145,159 145,159 2,024 8.5000 8.5000 06/01/2009 FARM
0171379 1,075,000 1,072,582 1,072,582 55,715 7.3000 7.3000 04/15/2012 FARM
0171380 499,400 497,257 497,257 3,369 8.3750 8.3750 12/01/2011 FARM
0171385 209,500 209,016 209,016 4,322 8.3500 8.3500 04/01/2012 FARM
0171392 243,500 242,399 242,399 9,927 8.2000 8.2000 07/01/2012 FARM
0171394 108,000 107,658 107,658 2,824 7.9100 7.9100 06/01/2007 FARM
0171396 244,567 243,465 243,465 7,993 8.0500 8.0500 02/01/2017 FARM
0171402 245,700 244,679 244,679 16,529 8.1000 8.1000 03/01/2007 FARM
0171406 106,737 106,514 106,514 697 8.1000 8.1000 03/01/2004 FARM
0171407 301,000 300,523 300,523 8,600 8.6500 8.6500 06/01/2009 FARM
0171410 247,400 246,243 246,243 10,148 8.2500 8.2500 06/01/2009 FARM
0171412 187,000 187,000 187,000 3,283 8.5000 8.5000 06/15/2008 FARM
0171414 297,000 297,142 297,142 12,175 8.2500 8.2500 06/01/2016 FARM
0171417 1,300,000 1,294,702 1,294,702 53,617 8.5000 8.5000 06/05/2007 FARM
0171424 518,502 518,205 518,205 20,947 8.1250 8.1250 07/01/2007 FARM
0171427 311,500 310,066 310,066 9,861 8.5000 8.5000 02/15/2012 FARM
0171432 150,189 149,869 149,869 -36 8.5000 8.5000 01/01/2017 FARM
0171435 365,000 365,000 365,000 -91 7.8500 7.8500 06/01/2010 FARM
0171442 333,000 331,884 331,884 22,958 8.3000 8.3000 12/01/2005 FARM
0171456 735,000 731,685 731,685 15,810 8.7000 8.7000 04/01/2012 FARM
0171457 286,000 285,293 285,293 7,698 8.1500 8.1500 06/01/2010 FARM
0171465 259,619 259,279 259,279 9,488 7.3500 7.3500 12/01/2014 FARM
0171468 295,000 294,294 294,294 -65 8.2000 8.2000 12/01/2009 FARM
0171475 5,725,301 5,725,301 5,725,301 34,212 7.4180 7.4180 09/01/2004 FARM
0171478 97,500 96,837 96,837 4,027 8.3000 8.3000 12/01/2010 FARM
</TABLE>
Page 133 of 141
<PAGE> 290
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0171481 2,090,000 2,087,222 2,087,222 84,175 8.1000 8.1000 01/01/2012 FARM
0171484 582,000 579,250 579,250 11,791 8.2000 8.2000 06/01/2009 FARM
0171489 352,400 349,974 349,974 -76 7.9500 7.9500 06/01/2003 FARM
0171505 150,000 149,375 149,375 12,266 8.2000 8.2000 12/01/2010 FARM
0171514 282,700 282,031 282,031 4,707 8.0500 8.0500 10/15/2012 FARM
0171518 1,615,000 1,612,115 1,612,115 -388 8.2000 8.2000 01/01/2012 FARM
0171520 792,298 788,965 788,965 34,470 8.7500 8.7500 07/01/2012 FARM
0171526 382,000 379,250 379,250 8,496 9.0000 9.0000 12/01/2011 FARM
0171531 338,400 337,426 337,426 -85 7.8750 7.8750 06/01/2009 FARM
0171532 6,602,172 6,602,172 6,602,172 44,249 8.3200 8.3200 04/01/2007 FARM
0171538 422,500 420,897 420,897 2,960 8.7000 8.7000 03/01/2008 FARM
0171540 387,500 387,486 387,486 -124 8.5000 8.5000 12/01/2008 FARM
0171541 526,302 525,187 525,187 10,084 7.7500 7.7500 10/01/2012 FARM
0171546 978,500 973,885 973,885 42,328 8.7000 8.7000 12/01/2005 FARM
0171547 731,500 728,281 728,281 31,097 8.5500 8.5500 12/01/2005 FARM
0171553 247,046 246,520 246,520 10,810 8.8000 8.8000 07/01/2012 FARM
0171579 963,994 959,785 959,785 38,945 8.1250 8.1250 12/01/2012 FARM
0171585 152,000 152,000 152,000 -40 8.8000 8.8000 06/01/2010 FARM
0171594 149,200 148,852 148,852 1,311 7.3000 7.3000 11/15/2012 FARM
0171596 989,511 987,407 987,407 40,825 8.3000 8.3000 07/01/2017 FARM
0171601 168,863 168,127 168,127 7,095 8.4500 8.4500 07/01/2012 FARM
0171622 184,300 183,482 183,482 7,604 8.3000 8.3000 07/01/2017 FARM
0171632 237,200 236,513 236,513 3,258 8.3750 8.3750 05/01/2017 FARM
0171638 174,000 173,596 173,596 3,872 9.0000 9.0000 04/01/2012 FARM
0171639 1,440,000 1,433,254 1,433,254 31,150 8.7500 8.7500 12/01/2011 FARM
0171644 208,200 207,196 207,196 -51 9.2500 9.2500 12/01/2011 FARM
0171646 405,155 404,284 404,284 17,728 8.8000 8.8000 07/01/2012 FARM
0171652 202,500 202,103 202,103 8,458 8.4000 8.4000 06/01/2010 FARM
0171659 190,000 189,613 189,613 2,566 8.2500 8.2500 05/01/2017 FARM
0171662 877,500 875,210 875,210 66,961 8.3500 8.3500 02/01/2013 FARM
0171708 1,067,000 1,062,006 1,062,006 30,128 8.6250 8.6250 06/01/2009 FARM
0171723 965,000 963,241 963,241 32,658 8.7500 8.7500 12/10/2007 FARM
0171730 3,873,355 3,856,250 3,856,250 26,210 8.4000 8.4000 12/01/1998 FARM
0171736 146,339 145,689 145,689 1,032 8.7500 8.7500 09/01/2017 FARM
0171745 485,000 483,290 483,290 10,167 8.4800 8.4800 06/01/2009 FARM
0171749 873,500 870,535 870,535 15,231 8.4000 8.4000 06/15/2007 FARM
0171751 192,000 191,351 191,351 -44 7.9000 7.9000 07/01/2007 FARM
0171752 5,000,000 4,989,344 4,989,344 157,692 7.6200 7.6200 12/01/1998 FARM
0171755 365,000 364,215 364,215 5,084 8.5000 8.5000 11/01/2017 FARM
0171765 682,500 679,300 679,300 24,293 8.6000 8.6000 06/01/2010 FARM
0171770 450,000 448,626 448,626 17,064 8.3000 8.3000 07/15/2012 FARM
0171775 2,500,000 2,494,277 2,494,277 90,882 7.9500 7.9500 07/15/2012 FARM
0171783 1,344,000 1,341,802 1,341,802 -343 9.0000 9.0000 12/01/2011 FARM
0171784 1,672,743 1,668,428 1,668,428 11,521 8.5500 8.5500 12/01/1998 FARM
0171793 458,000 455,951 455,951 14,599 7.7000 7.7000 06/01/2015 FARM
0171794 170,500 170,552 170,552 7,375 8.7000 8.7000 06/01/2010 FARM
0171803 219,000 219,067 219,067 9,582 8.8000 8.8000 12/01/2009 FARM
0171808 270,000 269,539 269,539 9,601 8.6000 8.6000 06/01/2010 FARM
0171831 254,500 253,300 253,300 -77 8.1250 8.1250 06/01/2012 FARM
0171838 450,000 448,660 448,660 -171 7.9000 7.9000 01/01/2008 FARM
0171839 343,000 341,768 341,768 13,986 8.2000 8.2000 06/01/2012 FARM
0171842 470,000 469,143 469,143 16,049 8.2500 8.2500 06/01/2012 FARM
0171850 450,000 448,433 448,433 16,471 8.0000 8.0000 06/15/2010 FARM
0171854 717,800 715,343 715,343 28,409 7.9600 7.9600 01/01/2008 FARM
0171863 616,233 615,297 615,297 3,971 8.0000 8.0000 12/01/2017 FARM
0171872 600,000 600,000 600,000 51,105 8.7500 8.7500 01/05/2012 FARM
0171875 3,150,000 3,141,295 3,141,295 76,841 8.2500 8.2500 06/15/2009 FARM
0171880 2,060,199 2,050,836 2,050,836 21,568 8.3750 8.3750 11/15/2017 FARM
0171896 472,957 471,319 471,319 16,737 8.5500 8.5500 08/01/2012 FARM
0171897 1,146,600 1,143,836 1,143,836 41,525 8.7500 8.7500 06/01/2012 FARM
0171900 931,000 928,753 928,753 27,148 7.8500 7.8500 12/15/2012 FARM
</TABLE>
Page 134 of 141
<PAGE> 291
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0171901 165,000 164,620 164,620 4,227 7.7500 7.7500 03/01/2006 FARM
0171902 387,500 385,667 385,667 14,564 8.2000 8.2000 12/15/2010 FARM
0171911 258,000 256,814 256,814 1,646 7.9000 7.9000 12/01/2018 FARM
0171926 340,000 339,603 339,603 10,905 7.7500 7.7500 06/01/2011 FARM
0171929 738,000 737,358 737,358 -1,872 8.2000 8.2000 12/01/2013 FARM
0171937 812,500 808,837 808,837 -778 7.9400 7.9400 12/15/2007 FARM
0171947 2,000,000 1,990,608 1,990,608 78,045 8.3700 8.3700 12/05/2007 FARM
0171954 752,000 750,187 750,187 25,835 8.3000 8.3000 02/01/2018 FARM
0171956 265,000 264,353 264,353 -61 8.2000 8.2000 12/01/2011 FARM
0171957 370,000 369,117 369,117 21,289 7.7000 7.7000 12/01/2017 FARM
0171963 155,000 154,137 154,137 11,332 8.0000 8.0000 02/01/2018 FARM
0171971 172,000 171,189 171,189 13,164 8.3500 8.3500 12/15/2016 FARM
0171972 3,197,500 3,186,523 3,186,523 19,962 7.7500 7.7500 03/01/2015 FARM
0171990 210,000 208,993 208,993 7,083 8.1500 8.1500 12/01/2012 FARM
0172003 106,000 105,505 105,505 -33 8.2000 8.2000 01/01/2008 FARM
0172010 3,005,500 3,000,779 3,000,779 107,592 7.2000 7.2000 01/01/2013 FARM
0172033 1,482,608 1,480,364 1,480,364 13,805 7.4500 7.4500 05/15/2013 FARM
0172036 150,000 149,370 149,370 9,093 7.7500 7.7500 01/01/2014 FARM
0172041 590,000 589,324 589,324 24,642 8.4000 8.4000 07/01/2013 FARM
0172044 1,050,000 1,047,518 1,047,518 34,859 7.2500 7.2500 07/15/2013 FARM
0172045 450,000 448,456 448,456 16,894 7.5500 7.5500 12/01/2010 FARM
0172062 770,000 767,637 767,637 9,716 7.7000 7.7000 06/01/2009 FARM
0172067 440,000 439,288 439,288 28,123 7.8000 7.8000 02/01/2018 FARM
0172094 1,267,070 1,265,407 1,265,407 3,801 7.2000 7.2000 04/15/2013 FARM
0172097 339,500 339,325 339,325 -70 7.2500 7.2500 01/01/2008 FARM
0172098 1,300,000 1,295,491 1,295,491 29,974 7.9000 7.9000 03/15/2008 FARM
0172100 400,000 399,037 399,037 23,911 8.0000 8.0000 12/01/2017 FARM
0172102 500,000 498,812 498,812 9,271 7.5000 7.5000 04/01/2013 FARM
0172110 341,610 341,610 341,610 -75 7.8500 7.8500 04/01/2013 FARM
0172111 125,000 124,798 124,798 4,082 7.3600 7.3600 12/20/2009 FARM
0172122 190,000 189,543 189,543 4,930 7.8500 7.8500 12/01/2012 FARM
0172134 430,000 428,711 428,711 15,501 7.2500 7.2500 06/01/2010 FARM
0172141 600,000 598,576 598,576 22,375 7.5000 7.5000 01/01/2013 FARM
0172144 565,000 563,659 563,659 14,007 7.5000 7.5000 03/01/2013 FARM
0172150 526,500 525,139 525,139 12,930 8.1000 8.1000 12/10/2009 FARM
0172151 400,000 399,522 399,522 3,791 7.5000 7.5000 06/15/2011 FARM
0172156 126,500 125,879 125,879 878 8.5500 8.5500 12/01/2012 FARM
0172170 201,000 200,227 200,227 2,511 7.6000 7.6000 06/01/2011 FARM
0172173 7,700,000 7,681,020 7,681,020 286,380 7.4800 7.4800 07/01/2013 FARM
0172195 218,000 217,499 217,499 -41 7.7500 7.7500 06/01/2009 FARM
0172200 1,300,000 1,297,725 1,297,725 109,126 7.0000 7.0000 05/01/2001 FARM
0172210 1,748,870 1,745,577 1,745,577 10,087 7.1600 7.1600 04/01/2018 FARM
0172216 1,950,000 1,950,289 1,950,289 22,850 7.1500 7.1500 11/01/2017 FARM
0172233 435,000 433,417 433,417 13,863 7.7000 7.7000 12/01/2012 FARM
0172234 645,000 643,431 643,431 7,716 7.3000 7.3000 05/01/2008 FARM
0172235 2,047,500 2,037,618 2,037,618 30,842 7.3000 7.3000 12/15/1998 FARM
0172242 1,335,912 1,332,586 1,332,586 8,609 8.0000 8.0000 03/01/2006 FARM
0172248 1,456,250 1,450,950 1,450,950 8,850 7.5500 7.5500 05/01/2008 FARM
0172302 707,213 704,785 704,785 -154 8.0000 8.0000 12/01/2016 FARM
0172304 1,186,530 1,186,530 1,186,530 14,487 7.4500 7.4500 05/01/2013 FARM
0172309 435,000 433,956 433,956 19,304 7.5000 7.5000 12/15/1998 FARM
0172312 350,000 349,154 349,154 8,388 7.2500 7.2500 09/01/2013 FARM
0172314 610,000 607,586 607,586 5,309 7.2500 7.2500 11/15/2012 FARM
0172315 425,000 423,780 423,780 15,532 7.3500 7.3500 06/01/2006 FARM
0172329 5,000,000 4,998,282 4,998,282 174,027 7.0000 7.0000 12/01/1998 FARM
0172338 306,500 305,749 305,749 -67 7.6000 7.6000 07/01/2008 FARM
0172349 243,750 243,297 243,297 -47 7.2100 7.2100 06/01/2011 FARM
0172357 2,700,000 2,697,625 2,697,625 50,897 7.6250 7.6250 04/01/2018 FARM
0172359 502,665 500,153 500,153 1,635 7.6000 7.6000 06/15/2013 FARM
0172360 414,300 413,264 413,264 -91 7.5000 7.5000 12/01/2010 FARM
0172361 178,000 177,140 177,140 4,144 7.7300 7.7300 12/10/2009 FARM
</TABLE>
Page 135 of 141
<PAGE> 292
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0172365 280,000 279,323 279,323 9,155 7.9000 7.9000 12/01/2012 FARM
0172370 180,000 179,119 179,119 6,491 7.8500 7.8500 12/15/2009 FARM
0172404 1,070,000 1,070,092 1,070,092 39,719 7.5500 7.5500 06/01/2011 FARM
0172411 385,000 383,640 383,640 6,370 7.9900 7.9900 12/15/2012 FARM
0172417 165,000 164,209 164,209 6,563 8.0000 8.0000 07/01/2013 FARM
0172420 2,800,000 2,800,000 2,800,000 105,530 7.5800 7.5800 07/01/2013 FARM
0172422 170,000 169,431 169,431 4,158 7.4000 7.4000 06/01/2006 FARM
0172428 200,000 199,266 199,266 2,622 8.0000 8.0000 12/01/2009 FARM
0172430 211,600 210,572 210,572 5,525 7.9000 7.9000 03/01/2018 FARM
0172447 386,000 384,591 384,591 7,157 7.5000 7.5000 06/01/2010 FARM
0172457 2,980,000 2,972,759 2,972,759 35,897 7.3500 7.3500 12/01/2009 FARM
0172463 159,000 158,399 158,399 -280 7.5000 7.5000 12/01/2010 FARM
0172470 131,000 130,328 130,328 2,672 8.2500 8.2500 10/01/2018 FARM
0172475 310,000 308,533 308,533 -1,090 7.6500 7.6500 07/15/2013 FARM
0172478 450,000 448,603 448,603 -92 8.0000 8.0000 12/01/2008 FARM
0172492 1,449,000 1,454,084 1,454,084 -785 7.5000 7.5000 07/01/2013 FARM
0172505 195,000 194,041 194,041 -115 7.8000 7.8000 12/01/2009 FARM
0172506 6,508,840 6,501,685 6,501,685 44,305 8.4500 8.4500 11/01/2005 FARM
0172510 214,500 213,775 213,775 6,516 7.2900 7.2900 07/15/2008 FARM
0172512 2,200,000 2,193,088 2,193,088 67,630 7.5800 7.5800 07/01/2013 FARM
0172516 260,000 259,275 259,275 1,602 7.6500 7.6500 12/01/2018 FARM
0172532 688,000 685,508 685,508 6,063 7.1500 7.1500 05/15/2008 FARM
0172533 565,000 565,000 565,000 18,363 7.5000 7.5000 01/01/2008 FARM
0172534 585,000 583,913 583,913 16,133 7.3000 7.3000 03/01/2018 FARM
0172542 440,000 438,644 438,644 5,589 7.7500 7.7500 06/01/2009 FARM
0172544 414,200 412,095 412,095 5,261 7.7500 7.7500 06/01/2006 FARM
0172545 8,848,800 8,838,079 8,838,079 49,398 6.9300 6.9300 12/01/1998 FARM
0172550 175,000 174,572 174,572 4,866 7.7000 7.7000 06/01/2013 FARM
0172552 739,500 737,681 737,681 19,499 7.5200 7.5200 04/01/2019 FARM
0172558 200,000 199,023 199,023 5,091 7.7000 7.7000 12/01/2012 FARM
0172559 1,050,000 1,047,434 1,047,434 26,944 7.4500 7.4500 12/15/1998 FARM
0172562 1,750,000 1,743,933 1,743,933 -2,223 7.5000 7.5000 01/05/2013 FARM
0172568 446,200 445,380 445,380 8,053 7.3000 7.3000 10/01/2008 FARM
0172575 2,300,000 2,294,685 2,294,685 57,666 7.2500 7.2500 12/01/1998 FARM
0172590 1,400,000 1,397,421 1,397,421 32,570 7.2200 7.2200 12/15/1998 FARM
0172591 500,000 498,772 498,772 12,128 7.4000 7.4000 06/01/2014 FARM
0172597 165,000 164,593 164,593 3,917 7.7000 7.7000 12/01/2012 FARM
0172606 4,950,000 4,937,818 4,937,818 -1,041 7.5500 7.5500 07/01/2015 FARM
0172609 470,000 467,543 467,543 9,876 8.5000 8.5000 04/01/2013 FARM
0172621 450,000 448,902 448,902 9,785 7.6000 7.6000 12/01/2008 FARM
0172628 3,500,000 3,495,772 3,495,772 68,906 6.7500 6.7500 12/01/2015 FARM
0172636 735,000 733,095 733,095 3,000 7.3750 7.3750 12/10/2018 FARM
0172644 800,000 796,066 796,066 15,726 7.9500 7.9500 12/01/2009 FARM
0172648 377,100 376,264 376,264 2,263 7.4500 7.4500 12/01/2013 FARM
0172651 700,000 698,272 698,272 13,295 7.7700 7.7700 01/01/2019 FARM
0172654 200,000 199,268 199,268 3,417 7.5000 7.5000 12/01/1998 FARM
0172669 900,000 898,524 898,524 -340 7.0000 7.0000 01/01/2019 FARM
0172680 324,000 323,199 323,199 3,903 7.3500 7.3500 11/01/2013 FARM
0172681 3,000,000 2,988,344 2,988,344 43,302 7.5000 7.5000 12/01/1998 FARM
0172683 1,600,000 1,592,133 1,592,133 26,250 7.8750 7.8750 02/01/2019 FARM
0172695 280,000 279,110 279,110 4,083 7.0000 7.0000 03/01/2014 FARM
0172712 421,440 419,808 419,808 -196 7.7500 7.7500 01/01/2014 FARM
0172713 228,560 227,670 227,670 -106 7.7500 7.7500 01/01/2014 FARM
0172716 300,000 299,258 299,258 -76 7.3750 7.3750 01/01/2014 FARM
0172722 340,000 338,313 338,313 -1,028 7.2500 7.2500 07/15/2018 FARM
0172750 2,430,000 2,428,481 2,428,481 -146 6.5700 6.5700 01/15/2019 FARM
0172756 380,000 379,058 379,058 3,019 7.1500 7.1500 04/01/2009 FARM
0172763 430,000 428,525 428,525 2,799 8.0500 8.0500 12/01/2013 FARM
0172770 215,000 215,000 215,000 -77 8.0000 8.0000 12/01/2013 FARM
0172773 352,800 351,008 351,008 -118 7.8000 7.8000 12/01/2012 FARM
0172789 425,000 422,892 422,892 2,391 6.7500 6.7500 01/01/2009 FARM
</TABLE>
Page 136 of 141
<PAGE> 293
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0172792 500,000 498,760 498,760 2,347 6.5000 6.5000 03/01/2019 FARM
0172815 1,544,188 1,537,178 1,537,178 6,125 6.8000 6.8000 01/01/2009 FARM
0172832 9,500,000 9,484,977 9,484,977 26,798 6.7700 6.7700 01/01/2013 FARM
0179000 1,017,347 1,026,342 1,026,342 41,732 7.8500 7.8500 12/01/2010 FARM
0179016 430,667 437,353 437,353 17,935 7.9750 7.9750 07/01/2011 FARM
0179020 2,542,566 2,631,830 2,631,830 110,619 8.3500 8.3500 12/01/2011 FARM
0179022 523,591 539,430 539,430 11,134 8.2500 8.2500 04/01/2012 FARM
0179024 105,789 107,565 107,565 4,418 8.0000 8.0000 07/01/2011 FARM
0179026 200,788 201,898 201,898 1,303 7.8000 7.8000 12/01/2011 FARM
0179038 177,009 175,920 175,920 4,476 7.2500 7.2500 09/01/2006 FARM
0179039 456,762 454,954 454,954 17,601 7.3500 7.3500 06/01/2011 FARM
0179040 858,855 854,924 854,924 22,144 7.4000 7.4000 09/01/2011 FARM
0179042 696,825 703,199 703,199 4,523 7.8000 7.8000 06/01/2011 FARM
0179043 181,031 184,712 184,712 2,522 8.1000 8.1000 12/01/2010 FARM
0179046 1,002,117 1,024,126 1,024,126 21,284 8.2400 8.2400 06/01/2011 FARM
0179053 498,310 496,268 496,268 12,766 7.3500 7.3500 06/01/2011 FARM
0179067 405,000 404,442 404,442 675 7.1500 7.1500 06/01/2013 FARM
0180676 235,800 235,800 235,800 3,575 9.2500 9.2500 05/01/1999 FARM
0181157 24,975 25,670 25,670 -8 10.0000 10.0000 07/01/1999 FARM
0181302 11,213 11,553 11,553 74 7.9000 7.9000 06/01/2000 FARM
0181864 119,200 122,659 122,659 2,591 8.8000 8.8000 10/01/2004 FARM
0182092 35,000 35,269 35,269 933 8.1000 8.1000 09/01/2000 FARM
0182217 34,000 34,490 34,490 1,302 7.7000 7.7000 01/01/2001 FARM
0182255 35,600 35,606 35,606 615 7.0000 7.0000 01/01/2002 FARM
0182287 55,250 55,134 55,134 956 7.0000 7.0000 04/01/2002 FARM
0182345 41,000 41,305 41,305 -8 7.6000 7.6000 07/01/2002 FARM
0182389 150,750 150,988 150,988 -35 7.8500 7.8500 01/01/2003 FARM
0182399 209,918 210,895 210,895 7,933 7.6000 7.6000 07/01/2001 FARM
0182419 108,800 108,962 108,962 2,716 7.5500 7.5500 03/01/2003 FARM
0182463 115,000 114,993 114,993 -30 7.3000 7.3000 07/01/2003 FARM
0182464 280,000 281,303 281,303 -59 7.6000 7.6000 07/01/2004 FARM
0182491 143,000 143,159 143,159 4,616 7.8000 7.8000 02/01/2003 FARM
0182511 166,000 166,082 166,082 1,987 7.3000 7.3000 05/01/2004 FARM
0182562 119,000 120,102 120,102 3,697 7.5000 7.5000 08/01/2004 FARM
0182575 240,000 239,294 239,294 -49 7.0000 7.0000 12/01/2004 FARM
0182623 119,000 118,691 118,691 -46 7.8500 7.8500 01/01/2004 FARM
0182627 16,500 16,758 16,758 -11 7.7000 7.7000 06/01/2004 FARM
0182632 419,500 417,102 417,102 14,184 6.8000 6.8000 01/01/2004 FARM
0182686 22,500 22,351 22,351 513 6.9000 6.9000 06/01/2002 FARM
0182700 65,400 65,642 65,642 370 7.0000 7.0000 12/01/2004 FARM
0182743 368,500 378,408 378,408 -151 8.6000 8.6000 07/01/2005 FARM
0182750 3,840,000 3,988,362 3,988,362 171,840 9.0000 9.0000 01/01/2005 FARM
0182773 115,600 115,382 115,382 4,024 7.0000 7.0000 01/01/2005 FARM
0182792 21,000 20,991 20,991 600 6.9000 6.9000 12/01/2000 FARM
0182821 76,000 76,079 76,079 3,018 8.0000 8.0000 01/01/2000 FARM
0182822 352,000 363,451 363,451 15,752 9.0000 9.0000 01/01/2005 FARM
0182876 146,000 145,662 145,662 -29 7.0000 7.0000 01/01/2005 FARM
0182877 584,000 582,101 582,101 -118 7.0000 7.0000 01/01/2005 FARM
0182879 75,000 75,156 75,156 -507 7.8000 7.8000 02/01/2001 FARM
0182897 302,500 299,978 299,978 -68 7.2000 7.2000 01/01/2006 FARM
0182916 2,200,000 2,258,477 2,258,477 94,075 8.6000 8.6000 07/01/2005 FARM
0182925 2,795,000 2,818,259 2,818,259 24,351 6.3000 6.3000 11/01/2004 FARM
0182951 644,000 646,864 646,864 24,336 7.6000 7.6000 07/01/2005 FARM
0182954 216,000 216,654 216,654 8,807 8.2000 8.2000 12/01/2005 FARM
0182959 321,000 316,980 316,980 5,635 7.1000 7.1000 04/01/2006 FARM
0182978 57,000 57,374 57,374 345 7.5500 7.5500 12/01/2012 FARM
0182981 37,200 37,748 37,748 1,405 7.6000 7.6000 01/01/2011 FARM
0182994 132,284 132,470 132,470 5,165 7.8500 7.8500 01/01/2006 FARM
0182996 67,600 68,256 68,256 -16 7.8000 7.8000 07/01/2011 FARM
0183001 276,500 276,705 276,705 11,136 8.1000 8.1000 12/01/2007 FARM
0183009 72,800 73,128 73,128 -18 8.7000 8.7000 06/01/2005 FARM
</TABLE>
Page 137 of 141
<PAGE> 294
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0183017 355,500 349,717 349,717 10,301 7.0000 7.0000 06/01/2008 FARM
0183021 304,500 304,706 304,706 -79 8.0000 8.0000 01/01/2013 FARM
0183036 22,500 23,017 23,017 148 8.1000 8.1000 12/01/2012 FARM
0183038 1,312,000 1,315,190 1,315,190 41,270 7.6000 7.6000 06/01/2011 FARM
0183039 760,000 752,686 752,686 -158 7.2000 7.2000 12/01/2007 FARM
0183041 94,800 95,010 95,010 2,365 7.5500 7.5500 06/01/2008 FARM
0183080 759,000 749,678 749,678 13,510 7.2000 7.2000 12/01/2008 FARM
0183095 88,160 91,062 91,062 605 8.5000 8.5000 12/01/2011 FARM
0183100 179,900 180,107 180,107 7,022 7.8500 7.8500 12/01/2007 FARM
0183155 100,500 102,547 102,547 2,570 7.7500 7.7500 12/01/2008 FARM
0183159 344,400 346,544 346,544 6,811 8.0000 8.0000 06/01/2008 FARM
0183161 84,000 84,646 84,646 -25 7.5000 7.5000 07/01/2013 FARM
0183167 316,000 321,465 321,465 -80 7.6600 7.6600 06/01/2008 FARM
0183181 492,000 498,076 498,076 -122 8.8750 8.8750 07/01/2012 FARM
0183182 318,000 323,311 323,311 12,176 7.7000 7.7000 06/01/2008 FARM
0183183 183,200 186,348 186,348 7,023 7.7000 7.7000 06/01/2008 FARM
0183186 97,432 99,741 99,741 2,499 7.7500 7.7500 06/01/2007 FARM
0183194 76,205 78,773 78,773 -17 7.8100 7.8100 06/01/2001 FARM
0183198 287,000 291,809 291,809 10,753 7.5400 7.5400 06/01/2008 FARM
0183204 59,600 59,974 59,974 1,971 8.0000 8.0000 02/01/2012 FARM
0183205 342,800 343,444 343,444 1,933 7.0000 7.0000 12/01/2013 FARM
0183211 28,500 29,152 29,152 903 7.6500 7.6500 06/01/2003 FARM
0183216 451,000 458,020 458,020 17,222 7.6800 7.6800 06/01/2008 FARM
0183303 212,100 213,580 213,580 7,798 7.4000 7.4000 01/01/2013 FARM
0183306 100,000 100,455 100,455 508 6.3000 6.3000 12/01/2006 FARM
0183309 483,000 487,675 487,675 8,650 7.2500 7.2500 10/01/2013 FARM
0183311 150,109 153,531 153,531 4,109 8.3000 8.3000 09/01/2013 FARM
0183315 388,000 394,505 394,505 -121 7.6800 7.6800 12/01/2006 FARM
0183318 15,000 16,138 16,138 100 8.3000 8.3000 12/01/2013 FARM
0183325 380,000 378,499 378,499 -73 7.0000 7.0000 12/01/2007 FARM
0183327 510,000 510,364 510,364 19,015 7.5000 7.5000 12/01/2008 FARM
0183328 510,000 523,399 523,399 21,555 8.5000 8.5000 06/01/2008 FARM
0183329 119,600 120,655 120,655 1,545 7.9000 7.9000 06/01/2008 FARM
0183330 66,930 67,706 67,706 2,613 7.8500 7.8500 01/01/2013 FARM
0183338 54,000 56,104 56,104 -11 7.7500 7.7500 06/01/2004 FARM
0183339 117,500 118,928 118,928 2,832 7.3000 7.3000 03/01/2013 FARM
0183355 840,000 826,597 826,597 24,678 7.1000 7.1000 12/01/2006 FARM
0183358 151,200 155,436 155,436 4,245 8.5000 8.5000 06/01/2013 FARM
0183375 42,974 43,761 43,761 1,329 7.5000 7.5000 08/01/2012 FARM
0183387 66,800 67,296 67,296 852 7.8000 7.8000 05/01/2013 FARM
0183396 98,800 100,774 100,774 -26 8.2000 8.2000 06/01/2013 FARM
0183398 504,000 506,583 506,583 12,323 7.4000 7.4000 12/01/2006 FARM
0183405 108,000 110,323 110,323 712 8.2000 8.2000 06/01/2013 FARM
0183406 138,300 141,213 141,213 911 8.2000 8.2000 06/01/2013 FARM
0183422 694,500 703,070 703,070 8,992 7.9000 7.9000 06/01/2008 FARM
0183424 191,000 194,521 194,521 7,789 8.2000 8.2000 06/01/2008 FARM
0183425 200,500 199,404 199,404 -54 7.0000 7.0000 12/01/2004 FARM
0183426 1,068,000 1,070,120 1,070,120 12,778 7.3000 7.3000 12/01/2008 FARM
0183427 80,000 80,985 80,985 -42 8.0000 8.0000 12/01/2004 FARM
0183434 379,600 379,954 379,954 14,138 7.5000 7.5000 12/01/2006 FARM
0183440 187,000 188,827 188,827 6,041 7.8000 7.8000 06/01/2008 FARM
0183445 133,100 133,537 133,537 2,384 7.2500 7.2500 06/01/2006 FARM
0183448 198,750 197,573 197,573 4,789 7.3000 7.3000 06/01/2008 FARM
0183450 361,250 361,579 361,579 -78 7.6500 7.6500 12/01/2008 FARM
0183452 94,000 95,022 95,022 3,644 7.8000 7.8000 12/01/2013 FARM
0183453 204,000 203,159 203,159 7,397 7.3000 7.3000 06/01/2014 FARM
0183461 880,000 874,178 874,178 31,941 7.3000 7.3000 12/01/2008 FARM
0183466 106,000 105,036 105,036 2,488 7.1000 7.1000 12/01/2008 FARM
0183467 286,000 289,976 289,976 1,940 8.0000 8.0000 12/01/2013 FARM
0183468 425,000 424,860 424,860 5,227 7.5000 7.5000 11/01/2014 FARM
0183484 56,600 56,817 56,817 351 7.7000 7.7000 06/01/2012 FARM
</TABLE>
Page 138 of 141
<PAGE> 295
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0183489 141,000 140,215 140,215 -26 7.3000 7.3000 06/01/2008 FARM
0183494 132,000 132,214 132,214 4,949 7.5500 7.5500 12/01/2008 FARM
0183495 78,000 76,987 76,987 -16 7.2000 7.2000 01/01/2014 FARM
0183496 63,000 66,833 66,833 -19 9.2000 9.2000 06/01/2012 FARM
0183500 750,200 750,657 750,657 27,976 7.5000 7.5000 06/01/2009 FARM
0183502 880,000 865,538 865,538 31,067 7.1000 7.1000 12/01/2008 FARM
0183520 177,400 176,147 176,147 6,086 6.9000 6.9000 01/01/2014 FARM
0183521 276,000 274,631 274,631 9,477 6.9000 6.9000 12/01/2008 FARM
0183525 264,000 262,406 262,406 9,582 7.3000 7.3000 12/01/2008 FARM
0183530 160,000 160,086 160,086 4,965 7.5000 7.5000 12/01/2008 FARM
0183533 467,500 467,863 467,863 -111 7.2500 7.2500 12/01/2008 FARM
0183534 1,056,000 1,050,156 1,050,156 36,230 6.9000 6.9000 06/01/2009 FARM
0183535 132,000 132,214 132,214 4,960 7.5500 7.5500 12/01/2008 FARM
0183536 105,381 105,595 105,595 3,956 7.5500 7.5500 06/01/2009 FARM
0183537 602,500 599,134 599,134 -112 6.9000 6.9000 12/01/2008 FARM
0183543 51,000 51,263 51,263 340 8.3500 8.3500 06/01/2015 FARM
0183544 467,500 468,252 468,252 -115 7.6000 7.6000 06/01/2014 FARM
0183547 67,900 68,230 68,230 1,216 7.2500 7.2500 12/01/2006 FARM
0183553 552,500 553,326 553,326 -131 7.3000 7.3000 12/01/2008 FARM
0183555 211,700 210,669 210,669 -43 6.9000 6.9000 01/01/2014 FARM
0183563 680,000 676,176 676,176 -274 6.9000 6.9000 12/01/2008 FARM
0183564 60,000 60,431 60,431 1,217 8.2000 8.2000 06/01/2007 FARM
0183565 105,600 105,868 105,868 3,231 7.4000 7.4000 12/01/2008 FARM
0183568 125,000 126,093 126,093 831 8.2500 8.2500 06/01/2011 FARM
0183569 367,323 368,514 368,514 11,857 7.8000 7.8000 06/01/2008 FARM
0183572 828,625 840,845 840,845 32,963 8.0000 8.0000 12/01/2009 FARM
0183574 187,000 187,782 187,782 2,573 8.4000 8.4000 05/01/2015 FARM
0183579 396,000 401,548 401,548 13,112 8.0000 8.0000 12/01/2008 FARM
0183582 94,750 95,620 95,620 3,416 7.2500 7.2500 06/01/2014 FARM
0183588 568,000 578,060 578,060 17,641 7.5000 7.5000 12/01/2008 FARM
0183594 528,000 523,840 523,840 15,948 7.3000 7.3000 12/01/2014 FARM
0183596 245,000 248,761 248,761 -55 8.0000 8.0000 07/01/2015 FARM
0183602 184,800 186,750 186,750 4,796 7.8500 7.8500 12/01/2008 FARM
0183606 572,000 592,640 592,640 25,312 8.9000 8.9000 06/01/2008 FARM
0183613 217,600 218,016 218,016 5,138 7.1500 7.1500 06/01/2013 FARM
0183615 2,820,000 2,755,305 2,755,305 67,116 7.2000 7.2000 09/01/2014 FARM
0183617 1,760,000 1,760,768 1,760,768 65,634 7.5000 7.5000 12/01/2006 FARM
0183623 78,036 81,285 81,285 3,491 9.0000 9.0000 12/01/2012 FARM
0183626 405,900 416,964 416,964 17,559 8.7000 8.7000 07/01/2014 FARM
0183630 2,100,000 2,048,254 2,048,254 62,580 7.2000 7.2000 12/01/2005 FARM
0183636 471,800 477,491 477,491 14,644 7.5000 7.5000 12/01/2014 FARM
0183638 240,000 243,604 243,604 2,015 7.7500 7.7500 11/01/2015 FARM
0183644 842,400 884,568 884,568 32,425 9.3000 9.3000 06/01/2006 FARM
0183647 976,000 996,326 996,326 30,299 7.5000 7.5000 12/01/2008 FARM
0183650 415,000 441,170 441,170 -112 9.3000 9.3000 12/01/2007 FARM
0183661 121,600 129,566 129,566 -37 9.1000 9.1000 06/01/2007 FARM
0183667 505,000 506,009 506,009 8,982 7.2000 7.2000 12/01/2008 FARM
0183669 66,000 72,029 72,029 -18 9.1000 9.1000 12/01/2005 FARM
0183677 95,000 99,430 99,430 3,453 8.8000 8.8000 06/01/2008 FARM
0183685 91,200 92,895 92,895 -21 8.0000 8.0000 12/01/2007 FARM
0183694 228,800 243,321 243,321 -59 9.3000 9.3000 06/01/2008 FARM
0183698 736,000 766,513 766,513 32,204 8.8000 8.8000 12/01/2006 FARM
0183705 352,000 352,329 352,329 -88 7.6500 7.6500 12/01/2008 FARM
0183712 70,800 73,729 73,729 485 8.6000 8.6000 06/01/2016 FARM
0183714 176,600 179,868 179,868 2,345 8.1000 8.1000 12/01/2008 FARM
0183721 364,000 365,816 365,816 13,393 7.4000 7.4000 07/01/2015 FARM
0183722 477,750 484,394 484,394 -106 8.0000 8.0000 07/01/2016 FARM
0183723 133,900 136,349 136,349 1,625 7.4000 7.4000 12/01/2014 FARM
0183724 83,400 86,474 86,474 567 8.5000 8.5000 06/01/2016 FARM
0183735 125,300 129,716 129,716 -30 8.5000 8.5000 12/01/2013 FARM
0183738 515,625 539,909 539,909 22,049 8.6000 8.6000 07/01/2016 FARM
</TABLE>
Page 139 of 141
<PAGE> 296
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- ------- -------- ---------- ---------- ----------- --------- -------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0183752 284,400 285,069 285,069 -60 7.7000 7.7000 06/01/2014 FARM
0183754 136,500 136,936 136,936 848 7.7000 7.7000 12/01/2008 FARM
0183755 91,000 91,361 91,361 1,980 7.7000 7.7000 12/01/2014 FARM
0183756 318,500 318,981 318,981 12,193 7.7000 7.7000 12/01/2008 FARM
0183758 300,300 300,744 300,744 5,709 7.7000 7.7000 10/01/2016 FARM
0183762 174,600 174,238 174,238 6,589 7.6000 7.6000 12/01/2014 FARM
0183765 95,000 96,093 96,093 3,732 7.9000 7.9000 06/01/2014 FARM
0183767 1,505,464 1,521,280 1,521,280 59,136 7.9000 7.9000 07/01/2016 FARM
0183776 109,200 110,471 110,471 2,131 7.9000 7.9000 12/01/2008 FARM
0183781 367,400 371,558 371,558 2,333 7.9000 7.9000 12/01/2015 FARM
0183782 232,700 235,687 235,687 -50 7.4000 7.4000 12/01/2014 FARM
0183783 528,000 531,375 531,375 -140 7.8000 7.8000 12/01/2006 FARM
0183791 373,100 372,991 372,991 2,308 7.7000 7.7000 06/01/2017 FARM
0183793 470,000 474,508 474,508 18,462 7.9000 7.9000 06/01/2009 FARM
0183794 118,300 119,038 119,038 738 7.8000 7.8000 12/01/2016 FARM
0183796 168,600 168,223 168,223 4,235 7.6000 7.6000 09/01/2016 FARM
0183811 191,100 194,797 194,797 2,536 8.1000 8.1000 05/01/2016 FARM
0183812 552,000 547,897 547,897 3,335 7.5000 7.5000 12/01/2016 FARM
0183814 329,000 328,124 328,124 12,433 7.6000 7.6000 06/01/2009 FARM
0183820 56,864 56,476 56,476 1,764 7.5000 7.5000 12/01/2008 FARM
0183822 1,840,000 1,850,209 1,850,209 70,448 7.7000 7.7000 01/01/2016 FARM
0183823 135,500 134,846 134,846 -28 7.6000 7.6000 12/01/2008 FARM
0183824 257,600 256,728 256,728 -55 7.6000 7.6000 01/01/2017 FARM
0183825 282,000 282,197 282,197 8,989 7.7000 7.7000 06/01/2009 FARM
0183830 184,700 188,135 188,135 1,205 8.1000 8.1000 12/01/2016 FARM
0183840 378,000 370,975 370,975 11,271 7.2000 7.2000 12/01/2010 FARM
0183846 100,800 98,864 98,864 579 7.2000 7.2000 06/01/2014 FARM
0183847 204,000 201,063 201,063 3,729 7.4000 7.4000 12/01/2014 FARM
0183850 823,153 821,762 821,762 18,735 7.8000 7.8000 12/01/2008 FARM
0183851 264,000 261,069 261,069 8,085 7.4000 7.4000 02/01/2017 FARM
0183852 616,000 608,866 608,866 18,867 7.4000 7.4000 02/01/2017 FARM
0183858 1,328,000 1,328,865 1,328,865 49,524 7.5000 7.5000 01/01/2016 FARM
0183859 1,266,498 1,267,363 1,267,363 47,222 7.5000 7.5000 06/01/2010 FARM
0183866 188,000 186,813 186,813 -44 7.5000 7.5000 06/01/2009 FARM
0183867 407,200 397,892 397,892 -90 7.2000 7.2000 12/01/2014 FARM
0183869 113,750 113,966 113,966 4,298 7.6000 7.6000 07/01/2016 FARM
0183873 752,000 753,345 753,345 23,965 7.7000 7.7000 06/01/2009 FARM
0183880 539,200 542,121 542,121 20,916 7.8000 7.8000 12/01/2014 FARM
0183882 117,400 115,111 115,111 2,791 7.2000 7.2000 06/01/2009 FARM
0183892 127,400 124,996 124,996 -26 7.2000 7.2000 06/01/2009 FARM
0183897 183,074 179,330 179,330 3,256 7.2000 7.2000 06/01/2009 FARM
0183899 376,000 368,081 368,081 6,693 7.2000 7.2000 06/01/2009 FARM
0183900 250,000 246,012 246,012 1,461 7.3000 7.3000 12/01/2016 FARM
0183902 289,400 283,516 283,516 8,620 7.2000 7.2000 06/01/2009 FARM
0183906 470,000 456,946 456,946 16,359 7.0000 7.0000 12/01/2009 FARM
0183908 470,000 470,234 470,234 17,528 7.5000 7.5000 06/01/2009 FARM
0183909 273,000 266,115 266,115 1,554 7.1000 7.1000 12/01/2016 FARM
0183912 414,600 415,146 415,146 9,728 7.1000 7.1000 12/01/2012 FARM
0183913 290,800 284,674 284,674 8,662 7.2000 7.2000 06/01/2009 FARM
0183915 138,000 135,272 135,272 3,287 7.2000 7.2000 06/01/2009 FARM
0183916 126,000 124,209 124,209 4,568 7.3000 7.3000 06/01/2015 FARM
0183917 101,800 99,900 99,900 585 7.2000 7.2000 12/01/2016 FARM
0183918 120,200 117,852 117,852 2,863 7.2000 7.2000 06/01/2009 FARM
0183919 109,800 107,675 107,675 2,615 7.2000 7.2000 06/01/2009 FARM
0183920 165,400 165,787 165,787 3,718 6.8000 6.8000 12/01/2009 FARM
0183921 188,000 184,200 184,200 4,478 7.2000 7.2000 06/01/2009 FARM
0183923 415,400 406,738 406,738 9,895 7.2000 7.2000 06/01/2009 FARM
0183925 75,200 73,834 73,834 2,241 7.2000 7.2000 06/01/2009 FARM
0183926 377,800 378,973 378,973 4,954 8.0000 8.0000 06/01/2012 FARM
0183928 135,000 134,095 134,095 -27 7.5000 7.5000 12/01/2008 FARM
0183943 329,000 322,279 322,279 9,806 7.2000 7.2000 06/01/2009 FARM
</TABLE>
Page 140 of 141
<PAGE> 297
Closed Block Segment: MetLife Ordinary
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ---------- ------- ------- ------- ------- --------
CUSIP Issuer Par Book Market Accrued
Code Value Value Value Interest
- ---------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
0183946 470,000 471,074 471,074 -97
0183952 279,893 280,406 280,406 8,342
0183955 151,250 150,741 150,741 5,640
0183956 263,500 266,692 266,692 1,677
0183957 2,070,000 2,037,190 2,037,190 75,135
0183958 480,300 469,101 469,101 5,668
0183968 700,000 697,898 697,898 26,453
0183969 108,000 107,305 107,305 2,608
0183970 300,000 297,082 297,082 1,758
0183972 113,529 112,496 112,496 3,426
0183977 113,500 113,986 113,986 4,314
0183978 591,000 598,727 598,727 23,508
0183981 152,280 151,829 151,829 -24
0183986 1,410,000 1,426,862 1,426,862 -329
0183987 374,000 373,235 373,235 -73
0183993 72,000 71,974 71,974 -16
0183996 773,500 764,423 764,423 -164
0183997 917,000 918,885 918,885 32,372
0183998 1,410,000 1,402,648 1,402,648 53,283
0183999 143,450 147,802 147,802 4,925
0184005 188,000 189,012 189,012 3,621
0184006 500,000 518,558 518,558 21,378
0184008 112,800 114,467 114,467 2,232
0184009 244,400 243,806 243,806 9,233
0184012 207,400 208,687 208,687 -43
0184018 295,750 296,046 296,046 -69
0184019 138,500 141,711 141,711 -33
0184020 235,000 236,096 236,096 7,393
0184035 294,500 301,315 301,315 -73
0184044 540,400 549,177 549,177 21,771
0184045 1,868,000 1,907,572 1,907,572 37,863
0184050 658,000 674,714 674,714 -179
0184054 1,018,500 1,047,087 1,047,087 42,539
0185677 44,000 47,136 47,136 1,601
0186002 185,219 184,866 184,866 -40
0186006 148,176 147,697 147,697 5,060
0186022 507,400 506,659 506,659 21,444
0186025 235,000 234,189 234,189 -58
0186026 235,900 235,360 235,360 3,049
0186031 314,000 312,794 312,794 12,295
0186032 155,200 154,487 154,487 1,984
0186049 1,000,000 1,002,792 1,002,792 11,964
0186054 225,000 223,907 223,907 2,876
0186056 349,200 348,579 348,579 -215
0186065 300,000 298,525 298,525 6,531
0186069 240,000 239,008 239,008 2,853
Total Assets 20,676,524,162 19,936,978,640 20,620,643,086 264,044,742
</TABLE>
<TABLE>
<CAPTION>
- ------- -------- -------- ---------- -----
CUSIP Nominal Nominal Maturity Asset
Code Book Yld Coupon Date Type
- ------- -------- -------- ---------- -----
<S> <C> <C> <C> <C>
0183946 7.4000 7.4000 07/01/2016 FARM
0183952 7.2000 7.2000 06/01/2009 FARM
0183955 7.5000 7.5000 01/01/2016 FARM
0183956 7.9000 7.9000 12/01/2014 FARM
0183957 7.3000 7.3000 07/01/2017 FARM
0183958 7.2000 7.2000 11/01/2017 FARM
0183968 7.6000 7.6000 06/01/2008 FARM
0183969 7.3000 7.3000 06/01/2009 FARM
0183970 7.3000 7.3000 06/01/2016 FARM
0183972 7.3000 7.3000 06/01/2007 FARM
0183977 7.6500 7.6500 07/01/2016 FARM
0183978 8.0000 8.0000 07/01/2017 FARM
0183981 7.6000 7.6000 06/01/2009 FARM
0183986 7.9000 7.9000 06/01/2009 FARM
0183987 7.1000 7.1000 12/01/2008 FARM
0183993 7.6000 7.6000 12/01/2014 FARM
0183996 7.4000 7.4000 06/01/2009 FARM
0183997 7.1000 7.1000 07/01/2016 FARM
0183998 7.6000 7.6000 07/01/2017 FARM
0183999 8.3000 8.3000 06/01/2008 FARM
0184005 7.8000 7.8000 06/01/2009 FARM
0184006 8.6000 8.6000 06/01/2009 FARM
0184008 8.0000 8.0000 06/01/2009 FARM
0184009 7.6000 7.6000 06/01/2009 FARM
0184012 7.6000 7.6000 12/01/2014 FARM
0184018 7.2500 7.2500 06/01/2009 FARM
0184019 8.2000 8.2000 06/01/2014 FARM
0184020 7.6000 7.6000 06/01/2009 FARM
0184035 8.1000 8.1000 06/01/2005 FARM
0184044 8.1000 8.1000 12/01/2014 FARM
0184045 8.2000 8.2000 03/01/2010 FARM
0184050 8.4000 8.4000 12/01/2008 FARM
0184054 8.4000 8.4000 06/01/2009 FARM
0185677 8.8000 8.8000 12/01/2005 FARM
0186002 7.7500 7.7500 06/01/2009 FARM
0186006 8.2500 8.2500 06/01/2012 FARM
0186022 8.5000 8.5000 06/01/2009 FARM
0186025 8.5000 8.5000 12/01/2008 FARM
0186026 7.9000 7.9000 12/01/2014 FARM
0186031 7.8750 7.8750 12/01/2009 FARM
0186032 7.8000 7.8000 11/01/2017 FARM
0186049 7.3000 7.3000 12/01/2007 FARM
0186054 7.8000 7.8000 12/01/2009 FARM
0186056 7.7500 7.7500 06/01/2009 FARM
0186065 8.2500 8.2500 07/15/2013 FARM
0186069 7.3750 7.3750 11/01/2008 FARM
</TABLE>
Page 141 of 141
<PAGE> 298
MetLife Industrial Assets
<PAGE> 299
LEGEND
Asset Type
<TABLE>
<S> <C>
ABOB Asset Backed Bond
GNOB Govt Non Zero Coupon Bond
GZOB Govt Zero Coupon Bond
PBOB Public Bond
PROB Private Bond
CMO Collateralized Mortgage Obligation
CMBS Commercial Mortgage Backed Security
GNMA Govt National Mortgage Association Pass-Throughs
MBS Other Mortgage Backed Security
COMM Commercial Mortgage
FARM Agricultural Mortgage
RESD Residential Mortgage
</TABLE>
<TABLE>
<S> <C> <C>
Segment OO: MetLife Ordinary Life
IO: MetLife Industrial Life
RD: TNE Fund D
RL: TNE Loomis Fund
R5: TNE 5MA
FD: TNE Fund D
5M: TNE 5MA
RU: Additional Assets for TNE
</TABLE>
<PAGE> 300
Closed Block Segment: MetLife Industrial
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
F2938@AA3 ENTERPRISE MINIERE ET CHIMIQUE 10,000,000 10,000,000 11,487,500 38,533 8.6700 8.6700 12/15/2004 PROB
G1611#AA6 CHARTER PLC 5,000,000 5,000,000 5,208,800 66,889 6.8800 6.8800 10/21/2007 PROB
G2478*AA0 DELTA PLC SR NTS 4,000,000 4,000,000 4,196,960 152,347 7.8800 7.8800 07/07/2004 PROB
G4492#AA4 IAWS GROUP PLC GTD SR NTS 10,000,000 10,000,000 10,237,800 136,756 7.2400 7.2400 04/23/2006 PROB
G4507@AA9 IWP U.K. HLDGS PLC GRTD SR NTS 5,000,000 5,000,000 5,306,750 34,356 7.7300 7.7300 05/29/2007 PROB
V2044*AA8 COMPAGNIE NATIONALE ROYAL AIR 1,375,000 1,374,549 1,433,534 38,434 7.3520 7.3400 02/15/2004 PROB
Z46098234 NATL PWR PLC EURO BD 3,000,000 2,949,232 3,054,390 15,625 6.6650 6.2500 12/01/2003 PBOB
Z51147*18 SLOVENIA REPUBLIC 24,994,001 24,994,001 26,086,239 168,085 6.7250 6.7250 05/25/2006 PROB
001957AS8 A T & T CORP (AMER TEL & TEL) 5,000,000 4,969,660 5,415,300 44,722 7.1201 7.0000 05/15/2005 PBOB
002920AB2 ABBEY NATIONAL PLC 8,000,000 7,986,578 7,890,960 23,822 6.7117 6.7000 06/29/2049 PBOB
002920AB2 ABBEY NATIONAL PLC 10,035,000 9,678,144 9,898,223 29,882 6.9554 6.7000 06/29/2049 PBOB
007724AA5 AERO VODOCHODY AS 16,000,000 15,906,113 16,640,000 146,667 7.6128 7.5000 11/17/2005 PBOB
00912#AC7 AIR LIQUIDE AMERICA CORP 5,000,000 5,000,000 5,166,500 100,258 6.8100 6.8100 09/15/2004 PROB
00949TAA8 AIRTOUCH COMMUNICATIONS INC 5,000,000 5,150,172 5,536,850 172,917 6.9809 7.5000 07/15/2006 PBOB
020002AJ0 ALLSTATE CORP 10,470,000 10,932,613 10,924,503 92,311 6.5845 6.9000 05/15/2038 PBOB
020002AJ0 ALLSTATE CORP 1,000,000 1,044,185 1,043,410 8,817 6.5845 6.9000 05/15/2038 PBOB
020002AJ0 ALLSTATE CORP 20,000,000 21,044,632 20,868,200 176,333 6.5294 6.9000 05/15/2038 PBOB
020039AE3 ALLTEL CORP DEB 10,000,000 9,953,308 10,577,000 206,111 7.0473 7.0000 03/15/2016 PBOB
020039AF0 ALLTEL CORP DEB 2,000,000 1,993,962 2,142,540 36,250 7.3203 7.2500 04/01/2004 PBOB
02637XAA2 AMERICAN GENL INSTIT CAP 144A 6,870,000 7,938,682 7,941,857 164,355 6.9937 8.1250 06/15/2046 PBOB
02637XAA2 AMERICAN GENL INSTIT CAP 144A 5,000,000 5,777,789 5,780,100 119,618 6.9937 8.1250 06/15/2046 PBOB
02879*AA2 AMER PACKAGING CORP PA SR 1,666,667 1,666,668 1,727,000 1,032 11.1500 11.1500 06/29/2000 PROB
035229BN2 ANHEUSER BUSCH CO 5,000,000 4,998,793 5,570,250 178,125 7.1274 7.1250 07/01/2017 PBOB
035229BN2 ANHEUSER BUSCH CO 10,000,000 9,997,586 11,140,500 356,250 7.1274 7.1250 07/01/2017 PBOB
038522A*9 ARAMARK SVCS INC SR NTS 10,000,000 10,000,000 10,096,100 292,347 6.7900 6.7900 01/26/2003 PROB
04454CDL7 ASHLAND OIL INC MTN 7,000,000 6,975,395 7,792,680 26,693 8.6576 8.5800 11/17/2004 PBOB
045424BF4 ASC 1996- D2 A1 4,746,407 4,793,404 4,937,735 18,247 6.8423 6.9200 02/14/2029 CMBS
046003JU4 ASSOC CORP NORTH AMER DEB 10,000,000 10,194,350 10,683,000 117,764 6.7705 6.9500 11/01/2018 PBOB
04775HCK1 ATLANTA GAS LT CO MTN C 5,000,000 4,997,828 5,688,000 60,000 7.2043 7.2000 07/17/2017 PBOB
053807AC7 AVNET INC NTS 5,000,000 4,993,054 5,149,700 101,215 6.9072 6.8750 03/15/2004 PBOB
054937AA5 BRANCH BKG AND TRUST 10,000,000 10,122,817 10,849,700 32,222 7.0547 7.2500 06/15/2007 PBOB
055345AC6 BCH CAYMAN ISLAND YANKEE 10,000,000 10,028,819 10,109,200 245,556 6.4489 6.5000 02/15/2006 PBOB
055345AD4 BCH CAYMAN ISLAND YANKEE 2,590,000 2,777,857 2,803,934 91,959 6.4691 7.7000 07/15/2006 PBOB
055345AD4 BCH CAYMAN ISLAND YANKEE 2,000,000 2,143,350 2,165,200 71,011 6.4831 7.7000 07/15/2006 PBOB
05968@AA5 BANCOMER 1992 REC TR CTF 3,531,450 3,531,450 3,531,450 10,550 7.1700 7.1700 09/16/1999 ABOB
066365BU0 BANKERS TRUST NY 3,000,000 3,280,586 3,303,150 41,250 6.4289 8.2500 05/01/2005 PBOB
066365DC8 BANKERS TR NY CORP NTS 10,000,000 10,557,180 10,638,100 153,056 6.5982 7.2500 10/15/2011 PBOB
066748AB0 BANQUE PARIBAS NY SUB NTS 5,000,000 5,527,963 5,609,550 18,556 6.6944 8.3500 06/15/2007 PBOB
068798A*8 R.G. BARRY CORP SR NTS 1,714,266 1,714,267 1,784,688 81,294 9.7000 9.7000 07/05/2004 PROB
071813AF6 BAXTER INTL INC NTS 3,000,000 2,998,838 3,205,410 31,146 8.1404 8.1250 11/15/2001 PBOB
080555AD7 BELO (A.H.) CORP 5,000,000 4,991,092 5,230,800 29,688 7.1535 7.1250 06/01/2007 PBOB
09367#AA2 A T & T CORP (BLOCK 93-111 LP) 8,071,079 8,071,080 8,325,722 42,050 6.2520 6.2520 04/01/2007 PROB
11041RAL2 BRITISH AEROSPACE 10,000,000 9,926,756 11,026,500 375,000 7.5630 7.5000 07/01/2027 PBOB
11041RAL2 BRITISH AEROSPACE 20,000,000 22,178,323 22,053,000 750,000 6.6434 7.5000 07/01/2027 PBOB
111013AA6 BRITISH SKY BROADCASTING NTS 10,000,000 9,985,682 9,965,800 154,111 7.3245 7.3000 10/15/2006 PBOB
125148AB2 C E ELEC UK FDG CO SR NTS 6,000,000 6,000,000 6,346,020 1,166 6.9950 6.9950 12/30/2007 PBOB
12518AAB3 CEZ FINANCE 5,000,000 4,891,130 4,615,050 164,271 7.4746 7.1250 07/15/2007 PBOB
12518AAB3 CEZ FINANCE 5,000,000 4,889,879 4,615,050 164,271 7.4786 7.1250 07/15/2007 PBOB
126404AB8 C S W INVTS SR NTS 17,000,000 17,131,947 18,136,280 527,708 7.3148 7.4500 08/01/2006 PBOB
14348#AA6 CARNAUD METALBOX INVT INC SR 17,000,000 17,000,000 17,277,780 188,417 7.0000 7.0000 05/04/2000 PROB
16371*AD9 O E PWR CONTRACT TR SECD TR 3,000,000 3,000,000 3,145,170 6,400 7.6800 7.6800 10/21/2005 PROB
173034GV5 CITICORP SUB CAPITAL NTS 10,000,000 10,719,993 11,051,200 153,056 6.4162 7.2500 10/15/2011 PBOB
17304*AD9 CITGO PETROLEUM CORP 1,285,714 1,285,715 1,346,631 19,350 9.0300 9.0300 11/01/2001 PROB
184502AD4 CLEAR CHANNEL COMM BD 2,500,000 2,475,735 2,431,025 7,639 6.9669 6.8750 06/15/2018 PBOB
184502AD4 CLEAR CHANNEL COMM BD 5,000,000 4,900,341 4,862,050 15,278 7.0650 6.8750 06/15/2018 PBOB
191219BB9 COCA-COLA ENTERPRISES INC 10,000,000 9,979,337 10,793,100 296,875 7.1453 7.1250 08/01/2017 PBOB
191219BB9 COCA-COLA ENTERPRISES INC 5,000,000 5,028,531 5,396,550 148,438 7.0694 7.1250 08/01/2017 PBOB
191219BE3 COCA COLA ENTERPRISES INC DEB 22,000,000 21,763,159 23,047,860 453,750 6.8352 6.7500 09/15/2028 PBOB
204449AB8 COMPANIA TELECOM CHILE NTS 5,000,000 4,373,168 4,825,300 175,799 10.0351 7.6250 07/15/2006 PBOB
205887AR3 CONAGRA INC SR NTS 7,000,000 6,997,486 7,232,470 114,333 7.0029 7.0000 10/01/2028 PBOB
209111CJ0 CONSOLIDATED ED CO OF NY INC 2,000,000 1,961,022 2,205,520 12,917 7.9253 7.7500 06/01/2026 PBOB
</TABLE>
Page 2 of 8
<PAGE> 301
Closed Block Segment: MetLife Industrial
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
209111DA8 CONSOLIDATED ED CO NY DEB 15,000,000 14,958,410 16,146,300 264,500 6.9221 6.9000 10/01/2028 PBOB
209864AT4 CONSOLIDATED RAIL CORP NTS 3,000,000 3,707,245 4,016,850 13,000 7.5196 9.7500 06/15/2020 PBOB
209864AT4 CONSOLIDATED RAIL CORP NTS 2,000,000 2,429,051 2,677,900 8,667 7.6924 9.7500 06/15/2020 PBOB
210805CK1 CONTINENTAL AIRLINES 25,000,000 25,000,000 24,929,000 274,694 6.8200 6.8200 05/01/2018 PBOB
217016A*5 COORS ADOLPH CO NTS 2,000,000 2,000,000 2,010,340 36,417 8.6250 8.6250 03/15/1999 PROB
228255AF2 CROWN CORK & SEAL INC NTS 5,000,000 4,988,731 5,436,600 193,090 8.4234 8.3750 01/15/2005 PBOB
237194AA3 DARDEN RESTAURANTS INC NTS 4,000,000 3,809,664 3,992,800 106,250 7.2457 6.3750 02/01/2006 PBOB
239753BP0 DAYTON HUDSON CORP DEB 2,300,000 2,294,840 2,584,579 16,292 8.5221 8.5000 12/01/2022 PBOB
247361XY9 DELTA AIR LINES 3,435,000 4,511,315 4,475,015 15,839 7.5313 10.3750 12/15/2022 PBOB
247361XY9 DELTA AIR LINES 15,555,000 20,428,966 20,264,587 71,726 7.5313 10.3750 12/15/2022 PBOB
250847BN9 DETROIT ED CO GEN & REF MTGE 5,000,000 4,996,818 5,052,550 15,178 6.9000 6.8300 12/15/1999 PROB
260540AH2 DOW CAPITAL BV NTS 13,000,000 12,896,089 13,562,640 427,104 7.3573 7.1250 01/15/2003 PBOB
277432AC4 EASTMAN CHEM CO DEB 2,000,000 1,992,610 2,112,400 6,778 7.6582 7.6250 06/15/2024 PBOB
292689AC0 ENERGY GROUP OVERSEAS GTD NTS 11,000,000 11,285,558 11,438,680 171,264 7.1222 7.3750 10/15/2017 PBOB
29274FAA2 ENERSIS SA NTS 5,000,000 4,977,536 4,570,550 28,750 6.9748 6.9000 12/01/2006 PBOB
293561BW5 ENRON CORP NTS 20,000,000 19,515,415 20,000,000 660,250 7.1481 6.9500 07/15/2028 PBOB
293779AA2 ENTERPRISE OIL 5,000,000 4,987,162 5,013,800 98,639 6.7395 6.7000 09/15/2007 PBOB
302154AG4 EXPORT-IMPORT BANK KOREA 6,000,000 5,480,169 5,555,400 125,433 8.5934 7.1000 03/15/2007 PBOB
3133TDNH5 FHR 2043 PJ 5,000,000 4,993,929 5,039,700 27,083 6.5096 6.5000 08/15/2025 CMO
31374ALQ1 FNMA 30 YR CONVTL 308235 240,854 233,445 242,660 1,305 6.7542 6.5000 04/01/2024 MBS
31375FJK5 FNMA 30 YR CONVTL 333366 83,012 77,732 83,582 450 7.0269 6.5000 12/01/2025 MBS
33763DAC3 FIRSTAR CORP CAP TR 7,000,000 7,419,068 7,633,080 25,884 7.7911 8.3200 12/15/2026 PBOB
338922AC1 FLETCHER CHALLENGE CANADA LTD 7,500,000 7,492,740 7,473,450 151,563 7.5160 7.5000 03/24/2007 PBOB
33945#AD7 FLINT INK CORPORATION 5,000,000 5,000,000 5,107,300 36,678 6.6020 6.6020 05/21/2008 PROB
340711AF7 FLORIDA GAS TRANSMN CO SR NTS 10,000,000 10,000,000 11,121,200 143,833 8.6300 8.6300 11/01/2004 PROB
345370BY5 FORD MOTOR CO BNDS 10,000,000 9,888,503 10,284,000 167,465 6.7121 6.6250 10/01/2028 PBOB
356834AA9 FREEPORT TERMINAL MALTA 5,000,000 5,053,721 5,193,850 46,319 7.1619 7.2500 05/15/2028 PBOB
36144TCF2 GATX CAPITAL CORP MTN 5,000,000 4,972,789 5,097,500 15,278 6.9653 6.8750 12/15/2006 PBOB
362311AE2 G T E CALIFORNIA INC DEB D 5,000,000 4,862,532 5,539,100 58,333 7.4134 7.0000 05/01/2008 PBOB
362320AW3 G T E CORP DEB 7,000,000 7,000,000 7,732,830 230,417 7.9000 7.9000 02/01/2027 PBOB
36867@AA2 ELECTRONIC DATA SYSTEMS CORP. 10,000,000 10,000,000 10,224,800 167,644 6.5600 6.5600 09/30/2005 PROB
368836B#8 GEN AMER TRANSN CORP NEW MTN 4,000,000 4,160,786 4,567,280 149,600 8.7463 9.9000 03/31/2003 PBOB
38142EAR9 GOLDMAN SACHS GROUP LP 4,000,000 3,847,078 4,176,680 102,000 7.4515 6.7500 02/15/2006 PBOB
382388AK2 GOODRICH B.F. NTS 2,000,000 1,996,484 2,033,860 27,233 6.4755 6.4500 04/15/2008 PBOB
382388AL0 GOODRICH B.F. CO 3,000,000 2,982,387 3,003,930 44,333 7.0443 7.0000 04/15/2038 PBOB
38375@AV7 GOVT TR CTFS CL 2-H 200,216 194,716 197,225 0 9.9292 0.0000 04/15/1999 PROB
38375@AW5 GOVT TR CTFS CL 2-H 187,906 174,100 180,253 0 9.9292 0.0000 10/15/1999 PROB
38375@AX3 GOVT TR CTFS CL 2-H 175,596 154,999 164,026 0 9.9292 0.0000 04/15/2000 PROB
413086AB5 HARMAN INTL 10,000,000 10,091,766 9,793,000 366,000 7.1740 7.3200 07/01/2007 PBOB
413086AB5 HARMAN INTL 3,000,000 3,027,530 2,937,900 109,800 7.1740 7.3200 07/01/2007 PBOB
423324AC6 HELLENIC REPUBLIC NTS 10,000,000 10,135,286 10,804,200 225,875 6.7498 6.9500 03/04/2008 PBOB
441812FQ2 HOUSEHOLD FIN CORP NTS 3,000,000 2,962,121 3,192,300 71,250 7.3681 7.1250 09/01/2005 PBOB
448699AE8 HYDER PLC 50,000,000 49,736,135 50,891,000 204,861 7.4191 7.3750 12/15/2028 PBOB
452317AA8 ILLINOVA CORP NTS 2,000,000 1,990,380 2,084,720 59,375 7.2398 7.1250 02/01/2004 PBOB
452317AA8 ILLINOVA CORP NTS 3,000,000 2,985,569 3,127,080 89,063 7.2398 7.1250 02/01/2004 PBOB
478366AD9 JOHNSON CONTROLS INC DEB 2,000,000 2,000,000 2,248,540 7,289 8.2000 8.2000 06/15/2024 PBOB
48267*AB3 KPMG PEAT MARWICK LLP 5,000,000 5,000,000 5,044,750 893 6.4300 6.4300 07/22/2008 PROB
485188E*3 KANSAS CITY SOUTHERN RY CO CSA 3,956,702 3,956,703 4,285,860 15,053 8.5600 8.5600 12/15/2006 ABOB
500630AJ7 KOREAN DEVELOPMENT BK 3,500,000 3,154,004 2,991,100 19,688 8.6809 6.7500 12/01/2005 PBOB
501044BM2 KROGER CO NTS 5,000,000 4,984,820 5,054,800 18,889 6.8281 6.8000 12/15/2018 PBOB
50170*AA7 MCDONALD'S CORPORATION 4,000,000 4,000,000 4,321,760 153,893 7.9600 7.9600 01/07/2005 PROB
51512#AA8 LANDSVIRKJUN - THE NATL PWR CO 4,000,000 4,000,000 4,316,720 38,727 9.4200 9.4200 05/24/2001 PROB
524909AZ1 LEHMAN BROS INC SR SUB NTS 25,000,000 24,962,257 24,730,250 343,056 6.5219 6.5000 04/15/2008 PBOB
539830AF6 LOCKHEED MARTIN CORP NTS 10,000,000 9,952,025 11,461,000 129,167 7.7927 7.7500 05/01/2026 PBOB
539830AH2 LOCKHEED MARTIN CORP NTS 10,000,000 9,986,439 10,772,000 33,111 7.4807 7.4500 06/15/2004 PBOB
542290B#7 LONE STAR INDUS INC SR NTS 5,000,000 5,000,000 5,134,750 101,528 7.3100 7.3100 03/21/2007 PROB
54600@AE9 LOUIS DREYFUS CORPORATION 5,000,000 5,000,000 5,131,800 91,379 7.2300 7.2300 09/30/2004 PROB
5526E2AA7 MBNA AMER BANK SUB NTS 2,350,000 2,374,701 2,326,030 46,706 6.5958 6.7500 03/15/2008 PBOB
5526E2AA7 MBNA AMER BANK SUB NTS 10,000,000 10,104,917 9,898,000 198,750 6.5961 6.7500 03/15/2008 PBOB
57169*AD9 MARS INC NTS 7,000,000 7,000,000 7,079,730 49,716 7.9900 7.9900 05/29/2000 PROB
577778BH5 MAY DEPT STORES CO GUARNT 15,000,000 14,939,268 15,513,900 259,625 6.7317 6.7000 09/15/2028 PBOB
</TABLE>
Page 3 of 8
<PAGE> 302
Closed Block Segment: MetLife Industrial
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
582834AP2 MEAD CORP DEB 10,125,000 10,966,797 10,758,926 254,813 6.9498 7.5500 03/01/2047 PBOB
607059BP6 MOBIL CORP DEB 199,687 199,688 215,159 6,920 6.9700 6.9700 07/02/2017 PBOB
607059BP6 MOBIL CORP DEB 184,194 184,195 198,465 6,384 6.9700 6.9700 07/02/2017 PBOB
607059BP6 MOBIL CORP DEB 190,613 190,614 205,382 6,606 6.9700 6.9700 07/02/2017 PBOB
607059BP6 MOBIL CORP DEB 9,876,050 9,914,076 10,641,246 342,268 6.9328 6.9700 07/02/2017 PBOB
611662BE6 MONSANTO CO DEB 34,000,000 33,858,093 34,077,860 135,056 6.5378 6.5000 12/01/2018 PBOB
611662BH9 MONSANTO CO 35,000,000 34,874,083 35,094,150 141,167 6.6278 6.6000 12/01/2028 PBOB
629377AD4 NRG ENERGY INC SR NTS 10,000,000 9,979,090 10,505,800 33,333 7.5339 7.5000 06/15/2007 PBOB
63252MAB0 NATIONAL AUSTRALIA BANK 3,000,000 2,997,012 3,090,450 11,550 6.6149 6.6000 12/10/2007 PBOB
633712AG9 NATL BANK OF HUNGARY 3,500,000 4,129,528 4,262,195 51,771 6.9167 8.8750 11/01/2013 PBOB
63858RDK4 NATIONSBANK CORP MTN 10,000,000 9,978,137 10,723,500 194,986 6.9891 6.9500 03/20/2006 PBOB
638585BH1 NATIONSBANK CORP SUB NTS 10,000,000 9,962,531 10,610,800 84,333 6.6475 6.6000 05/15/2010 PBOB
638585BH1 NATIONSBANK CORP SUB NTS 5,000,000 4,981,265 5,305,400 42,167 6.6475 6.6000 05/15/2010 PBOB
650094CA1 NEW YORK TEL CO DEB 4,000,000 3,886,712 4,029,000 44,667 6.9408 6.7000 11/01/2023 PBOB
650094CC7 NEW YORK TEL CO DEB 2,000,000 1,971,454 2,148,160 54,778 7.3756 7.2500 02/15/2024 PBOB
652482AU4 NEW AMERICA INC 25,000,000 25,777,252 25,967,500 5,056 7.0287 7.2800 06/30/2028 PBOB
653522CA8 NIAGARA MOHAWK PWR CORP 6,000,000 6,373,362 6,611,820 40,000 6.6145 8.0000 06/01/2004 PBOB
653522CV2 NIAGARA MOHAWK PWR CORP 30,000,000 31,766,120 33,360,000 297,083 6.7241 7.7500 05/15/2006 PBOB
655492AG1 NORCEN ENERGY RESOURCES DEB 5,000,000 5,000,000 5,325,750 193,917 7.8000 7.8000 07/02/2008 PBOB
655492AG1 NORCEN ENERGY RESOURCES DEB 5,000,000 5,000,000 5,325,750 193,917 7.8000 7.8000 07/02/2008 PBOB
655492AG1 NORCEN ENERGY RESOURCES DEB 5,000,000 5,000,000 5,325,750 193,917 7.8000 7.8000 07/02/2008 PBOB
666807AP7 NORTHROP GRUMMAN CORP NTS 4,685,000 4,981,256 5,086,786 121,029 7.1066 7.7500 03/01/2016 PBOB
666807AQ5 NORTHROP-GRUMMAN CORP NTS 8,825,000 9,896,668 9,769,275 231,656 6.8812 7.8750 03/01/2026 PBOB
66765RAY2 NORTHWEST NATRL GAS CO SECD 5,000,000 4,998,745 5,415,150 29,167 7.0024 7.0000 08/01/2017 PBOB
669771AV9 NOVA GAS TRANSMN LTD NTS 10,000,000 10,016,489 11,232,400 54,306 8.4641 8.5000 12/08/2004 PBOB
679574AE3 OLD DOMINION ELEC COOP 1ST 4,000,000 4,000,000 4,320,760 25,933 7.7800 7.7800 12/01/2023 PBOB
679833AB9 OLD KENT FINL 16,000,000 15,307,481 16,514,720 135,444 7.4410 6.6250 11/15/2005 PBOB
68244#AB5 NEW YORK TEL CO (1095 TELBIL 36,455,176 36,455,176 40,148,450 78,115 7.7140 7.7140 06/21/2023 PROB
693476AJ2 PNC FINDING CORP 7,500,000 7,486,929 8,007,675 237,760 6.9024 6.8750 07/15/2007 PBOB
69361*AG3 P S E G CAPITAL CORP MTN 5,000,000 5,013,166 5,021,250 21,778 7.6250 9.8000 02/16/1999 PROB
694032AX1 PACIFIC BELL DEB 3,000,000 2,330,226 3,035,100 41,958 8.6552 6.6250 10/15/2034 PBOB
694032AX1 PACIFIC BELL DEB 3,000,000 2,816,877 3,035,100 41,958 7.0971 6.6250 10/15/2034 PBOB
69512EBW4 PACIFICORP SECD MTN C 1,000,000 1,030,794 1,258,850 29,833 8.5473 8.9500 09/01/2011 PBOB
695629AU9 PAINE WEBBER GROUP 6,700,000 7,055,666 7,160,692 107,851 6.8710 7.6250 10/15/2008 PBOB
695629AU9 PAINE WEBBER GROUP 3,500,000 3,783,448 3,740,660 56,340 6.4940 7.6250 10/15/2008 PBOB
695629CD5 PAINE WEBBER GROUP INC NTS 18,000,000 17,956,239 17,928,900 248,900 6.5854 6.5500 04/15/2008 PBOB
704913AA0 PEARSON INC MTN 144A 18,250,000 18,422,095 18,481,045 396,304 7.2133 7.3750 09/15/2006 PBOB
709051CA2 PENNSYLVANIA PWR & LT CO 1ST 2,000,000 1,990,863 2,053,680 48,667 7.3401 7.3000 03/01/2024 PBOB
709051CB0 PENNSYLVANIA PWR & LT CO 1ST 5,000,000 4,981,623 5,295,750 114,583 6.9609 6.8750 03/01/2004 PBOB
74143WAA0 PRICE COSTCO INC 5,000,000 5,004,219 5,273,050 15,833 7.1085 7.1250 06/15/2005 PBOB
74160@AA7 PRIME TANNING CO INC SR NTS 2,000,000 2,000,000 2,117,340 473 8.5200 8.5200 06/30/2004 PROB
742718BA6 PROCTOR & GAMBLE CO NTS 3,000,000 3,000,000 3,354,810 30,667 8.0000 8.0000 11/15/2003 PBOB
744593AC8 STEER IBM-Z2 DEB 9,071,221 9,038,069 9,599,801 48,493 6.4535 6.4150 06/01/2018 PBOB
74727@AB1 QC UTAH, L.L.C. 4,906,347 4,906,348 5,152,793 26,163 7.1100 7.1100 01/13/2012 PROB
74740FFH4 QUAKER OATS CO MTN 2,000,000 2,025,791 2,158,740 68,152 7.1007 7.3900 06/14/2004 PBOB
74740FFH4 QUAKER OATS CO MTN 3,000,000 3,038,687 3,238,110 102,228 7.1007 7.3900 06/14/2004 PBOB
748148PD9 QUEBEC (PROVINCE OF) DEB NN 21,500,000 22,694,844 23,378,455 604,240 6.6661 7.1250 02/09/2024 PBOB
748148PD9 QUEBEC (PROVINCE OF) DEB NN 5,000,000 5,277,871 5,436,850 140,521 6.6661 7.1250 02/09/2024 PBOB
748148PD9 QUEBEC (PROVINCE OF) DEB NN 10,000,000 10,497,831 10,873,700 281,042 6.7122 7.1250 02/09/2024 PBOB
748148PD9 QUEBEC (PROVINCE OF) DEB NN 8,000,000 8,394,272 8,698,960 224,833 6.7161 7.1250 02/09/2024 PBOB
74912EAF8 R&B FALCON CORP SR NTS SER B 5,000,000 4,972,272 4,470,200 71,250 6.8601 6.7500 04/15/2005 PBOB
74912EAF8 R&B FALCON CORP SR NTS SER B 14,200,000 14,121,253 12,695,368 202,350 6.8601 6.7500 04/15/2005 PBOB
74912EAF8 R&B FALCON CORP SR NTS SER B 3,000,000 2,983,363 2,682,120 42,750 6.8601 6.7500 04/15/2005 PBOB
75820QAC6 REED ELSEVIER MTN 4,650,000 4,582,849 5,144,760 44,563 7.6279 7.5000 05/15/2025 PBOB
760719AJ3 REPUBLIC N Y CORP NTS 5,000,000 5,404,372 5,804,450 158,194 7.0500 8.3750 02/15/2007 PBOB
786609AA5 SAGA PETE A S 5,000,000 4,991,617 5,325,800 193,667 8.4385 8.4000 07/15/2004 PBOB
802813AE5 SANTANDER FINANCIAL ISSURANCE 10,000,000 9,659,557 9,687,300 240,833 6.7916 6.3750 02/15/2011 PBOB
812404AX9 SEARS ROEBUCK ACCEP CORP 5,000,000 5,027,467 5,548,750 79,167 7.4534 7.5000 10/15/2027 PBOB
82048@AS9 AMERADA HESS CORP (MARAD) NTS 1,280,000 1,280,000 1,333,069 277 7.8000 7.8000 12/31/2006 PROB
83159*AB1 SLOUGH ESTATES CDA LTD GTD SR 666,600 666,600 692,797 4,494 8.0900 8.0900 06/01/2004 PROB
83159@AA1 SLOUGH PARKS HLDGS INC GTD SR 1,333,400 1,333,400 1,385,803 8,989 8.0900 8.0900 06/01/2004 PROB
</TABLE>
Page 4 of 8
<PAGE> 303
Closed Block Segment: MetLife Industrial
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
83364LAA7 SOCIETE GENERALE NTS 10,000,000 10,089,883 10,120,500 133,014 7.7786 7.8500 04/29/2049 PBOB
842434BM3 SOUTHERN CALIFORNIA GAS CO 3,000,000 2,862,913 2,888,250 34,375 7.2643 6.8750 11/01/2025 PBOB
852060AD4 SPRINT CAPITAL CORP BONDS 5,000,000 5,107,029 5,198,600 42,969 6.7082 6.8750 11/15/2028 PBOB
852060AD4 SPRINT CAPITAL CORP BONDS 10,000,000 10,288,511 10,397,200 85,938 6.6514 6.8750 11/15/2028 PBOB
86959CAA1 SVENSKA HANDELSBANKEN 10,000,000 10,134,506 9,984,600 225,625 7.0274 7.1250 03/29/2049 PROB
870191AD5 SWEDBANK 7,500,000 6,985,437 7,343,550 171,875 8.0634 7.5000 09/29/2049 PBOB
870191AD5 SWEDBANK 5,000,000 4,676,305 4,895,700 114,583 8.0296 7.5000 09/29/2049 PBOB
87083KAM4 SWISS BANK CORP NEW YORK 10,000,000 10,339,902 10,720,500 32,778 7.0431 7.3750 06/15/2017 PBOB
870836AC7 SWISS BANK CORP 5,705,000 5,897,645 6,163,568 197,298 7.2126 7.5000 07/15/2025 PBOB
87807*AC6 TC MANUFACTURING CO INC SR NTS 1,894,736 1,894,737 2,048,134 83,447 10.5000 10.5000 07/31/2001 PROB
881685BD2 TEXACO CAPITAL INC GTD DEB 5,000,000 4,899,166 5,533,650 125,000 7.6603 7.5000 03/01/2043 PBOB
882389BY4 TEXAS EASTERN TRANSMN CORP NTS 5,000,000 4,974,775 5,542,600 87,083 8.3617 8.2500 10/15/2004 PBOB
884903B#1 THOMSON CORP NTS 5,000,000 5,000,000 5,037,800 36,178 7.0400 7.0400 11/24/1999 PROB
88538#AC6 THORNWOOD INC TRANCHE B 10,000,000 10,000,000 10,313,400 293,067 6.7200 6.7200 01/24/2006 PROB
893502BQ6 TRANSAMERICA FIN CORP NTS 2,000,000 2,049,348 2,137,660 44,167 6.9272 7.5000 03/15/2004 PBOB
89837*AA0 TRUSTEES OF JAMES CAMPBELL SR 6,000,000 6,000,000 6,320,700 1,265 7.5900 7.5900 12/29/2002 PROB
902917AC7 USA WASTE SERVICES 10,000,000 9,982,730 10,454,200 175,000 7.0370 7.0000 10/01/2004 PBOB
90389XAA7 ULTRAMAR CORP MTN 4,000,000 3,995,024 4,334,120 94,222 8.0259 8.0000 03/15/2005 PBOB
907770AT8 UNION OIL CO OF CALIF NTS 8,035,000 8,203,821 9,144,875 276,984 8.7227 9.1250 02/15/2006 PBOB
908640AH8 UNION TEXAS PETROLEUM 15,000,000 14,944,462 16,326,600 221,667 7.0550 7.0000 04/15/2008 PBOB
911684AB4 U S CELLULAR CORP NTS 2,000,000 1,989,960 2,137,640 54,778 7.3296 7.2500 08/15/2007 PBOB
912810CU0 USA TREAS BONDS 12,000 13,607 14,250 204 6.9054 13.1250 05/15/2001 GNOB
912810CU0 USA TREAS BONDS 100,000 114,031 118,750 1,704 6.6333 13.1250 05/15/2001 GNOB
912810EZ7 USA TREAS BONDS 1,000,000 939,320 1,182,810 25,024 7.1276 6.6250 02/15/2027 GNOB
912810EZ7 USA TREAS BONDS 4,000,000 3,912,083 4,731,240 100,095 6.8014 6.6250 02/15/2027 GNOB
912810EZ7 USA TREAS BONDS 11,200,000 10,799,094 13,247,472 280,266 6.9155 6.6250 02/15/2027 GNOB
912810EZ7 USA TREAS BONDS 2,800,000 2,705,028 3,311,868 70,067 6.8998 6.6250 02/15/2027 GNOB
912810EZ7 USA TREAS BONDS 5,000,000 4,830,407 5,914,050 125,119 6.8998 6.6250 02/15/2027 GNOB
912827F49 USA TREAS NOTES 1,037,360 1,061,602 1,126,345 10,101 6.7139 7.5000 05/15/2002 GNOB
912827L83 USA TREAS NOTES 530,000 499,713 553,437 11,511 7.2265 5.7500 08/15/2003 GNOB
912920AM7 U S WEST COMMUNICATIONS INC 5,000,000 4,929,847 5,417,750 76,528 7.3611 7.2500 10/15/2035 PBOB
93114KAE3 WAL MART STORES INC 7,634,853 7,634,854 8,221,820 322,573 8.4500 8.4500 07/01/2004 PBOB
980236AA1 WOODSIDE PETROLEUM 144A 20,000,000 19,967,991 20,927,800 278,667 6.6234 6.6000 04/15/2008 PROB
980236AA1 WOODSIDE PETROLEUM 144A 5,000,000 4,986,492 5,231,950 69,667 6.6394 6.6000 04/15/2008 PROB
980236AA1 WOODSIDE PETROLEUM 144A 5,000,000 4,960,440 5,231,950 69,667 6.7159 6.6000 04/15/2008 PROB
980236AA1 WOODSIDE PETROLEUM 144A 14,500,000 14,370,509 15,172,655 202,033 6.7309 6.6000 04/15/2008 PROB
984119AC1 XEROX CORP CAP TR I 10,943,000 11,627,858 11,728,817 364,767 7.4645 8.0000 02/01/2027 PBOB
984119AC1 XEROX CORP CAP TR I 10,000,000 10,681,355 10,718,100 333,333 7.4194 8.0000 02/01/2027 PBOB
989819AA5 ZURICH CAPITAL TRUST 2,000,000 2,180,169 2,236,460 13,960 7.6463 8.3760 06/01/2037 PBOB
989819AA5 ZURICH CAPITAL TRUST 1,655,000 1,804,090 1,850,671 11,552 7.6463 8.3760 06/01/2037 PBOB
989819AA5 ZURICH CAPITAL TRUST 1,000,000 1,105,479 1,118,230 6,980 7.5322 8.3760 06/01/2037 PBOB
0700011 13,518,356 13,518,356 13,518,356 -3,431 9.1250 9.1250 12/01/1999 COMM
0700064 14,200,000 14,200,000 14,200,000 88,652 7.7500 7.7500 06/01/2000 COMM
0700065 2,000,000 2,000,000 2,000,000 12,486 7.7500 7.7500 06/01/2000 COMM
0700066 6,100,000 6,100,000 6,100,000 38,083 7.7500 7.7500 06/01/2000 COMM
0700067 6,700,000 6,700,000 6,700,000 41,829 7.7500 7.7500 06/01/2000 COMM
0700068 12,000,000 12,000,000 12,000,000 74,917 7.7500 7.7500 06/01/2000 COMM
0700283 11,176,236 11,176,236 11,176,236 -2,837 9.1250 9.1250 12/01/1999 COMM
0700459 2,808,927 2,808,927 2,808,927 17,853 7.8900 7.8900 07/01/2001 COMM
0700652 20,926,034 20,926,034 20,926,034 128,115 7.6000 7.6000 09/01/2008 COMM
0700680 617,439 617,439 617,439 3,651 7.3400 7.3400 03/01/2004 COMM
0700681 356,440 356,440 356,440 2,108 7.3400 7.3400 02/01/2004 COMM
0700703 43,553,201 43,553,201 43,553,201 289,447 8.2500 8.2500 06/01/2007 COMM
0700741 11,780,509 12,304,639 12,304,639 84,223 8.8750 8.8750 09/01/2001 COMM
0700759 3,311,716 3,347,595 3,347,595 19,981 7.4900 7.4900 01/01/2004 COMM
0700761 2,626,341 2,657,980 2,657,980 11,090 7.6000 7.6000 02/01/2001 COMM
0700798 19,800,900 19,800,900 19,800,900 112,931 7.0800 7.0800 04/01/2006 COMM
0700819 10,000,000 10,000,000 10,000,000 63,317 7.8600 7.8600 07/01/2006 COMM
0700920 8,663,508 8,663,508 8,663,508 57,018 8.1700 8.1700 02/01/2003 COMM
0700945 7,500,000 7,500,000 7,500,000 49,221 7.9700 7.9700 08/01/2007 COMM
0700947 5,000,000 5,000,000 5,000,000 33,205 8.0800 8.0800 10/01/2007 COMM
</TABLE>
Page 5 of 8
<PAGE> 304
Closed Block Segment: MetLife Industrial
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0700955 5,660,759 5,660,759 5,660,759 36,207 7.9400 7.9400 10/01/2007 COMM
0701009 15,284,942 15,284,942 15,284,942 86,806 7.0500 7.0500 01/01/2008 COMM
0701010 1,972,208 1,972,208 1,972,208 11,185 7.0400 7.0400 12/10/2007 COMM
0701021 4,930,305 4,930,305 4,930,305 27,881 7.0200 7.0200 01/01/2008 COMM
0701027 5,000,000 5,000,000 5,000,000 28,455 7.0700 7.0700 03/01/2005 COMM
0701028 4,943,399 4,943,399 4,943,399 -966 7.0300 7.0300 04/01/2008 COMM
0701035 179,727 179,727 179,727 629 7.0700 7.0700 07/01/2000 COMM
0701045 2,988,540 2,988,540 2,988,540 16,467 6.8400 6.8400 09/01/2008 COMM
0701061 4,995,788 4,995,788 4,995,788 27,728 6.8900 6.8900 11/01/2008 COMM
0701076 4,000,000 4,000,000 4,000,000 10,111 7.0000 7.0000 12/01/2008 COMM
0700976 1,957,640 2,008,934 2,008,934 -457 8.3750 8.3750 10/01/2010 COMM
0168188 240,582 240,582 240,582 -53 7.5000 7.5000 01/01/2007 FARM
0168204 508,000 508,166 508,166 19,703 7.8000 7.8000 12/01/2008 FARM
0168238 322,000 322,000 322,000 13,457 8.4000 8.4000 01/01/2002 FARM
0168246 1,260,000 1,260,000 1,260,000 47,293 7.5500 7.5500 01/01/2007 FARM
0168254 255,000 255,000 255,000 9,827 7.7500 7.7500 12/01/2009 FARM
0168281 50,000 50,000 50,000 2,116 8.5000 8.5000 01/01/2002 FARM
0168302 617,000 617,566 617,566 20,430 7.2500 7.2500 07/15/2007 FARM
0168322 220,000 220,000 220,000 2,937 8.1500 8.1500 11/01/2007 FARM
0168332 1,442,000 1,442,000 1,442,000 17,133 7.2500 7.2500 05/01/2007 FARM
0168396 91,600 91,600 91,600 1,861 8.2500 8.2500 12/01/2007 FARM
0168397 210,400 210,400 210,400 7,738 7.4000 7.4000 01/01/2007 FARM
0168424 120,000 120,000 120,000 7,391 8.2500 8.2500 04/01/2012 FARM
0168432 334,000 334,000 334,000 22,591 7.4000 7.4000 02/01/2011 FARM
0168448 87,000 87,000 87,000 1,152 8.1000 8.1000 12/01/2005 FARM
0168492 1,050,000 1,050,000 1,050,000 40,461 7.7500 7.7500 12/01/2006 FARM
0168514 1,311,000 1,311,000 1,311,000 54,593 8.3750 8.3750 07/01/2007 FARM
0168515 688,211 690,057 690,057 28,232 8.2500 8.2500 07/01/2012 FARM
0168601 405,083 405,083 405,083 10,898 8.3000 8.3000 03/01/2006 FARM
0168608 233,100 233,100 233,100 8,802 7.6000 7.6000 01/01/2013 FARM
0168708 126,000 126,000 126,000 2,520 8.1000 8.1000 10/01/2012 FARM
0168889 215,000 215,000 215,000 8,418 7.8750 7.8750 06/01/2008 FARM
0169356 250,000 250,000 250,000 9,014 7.2500 7.2500 07/01/2000 FARM
0169376 241,000 241,000 241,000 3,061 7.7500 7.7500 11/01/2008 FARM
0169380 640,000 640,000 640,000 19,866 7.5000 7.5000 06/01/2009 FARM
0169408 320,000 320,000 320,000 10,976 7.5000 7.5000 06/15/2005 FARM
0169427 77,209 77,209 77,209 748 7.7500 7.7500 11/15/2003 FARM
0169438 150,000 150,000 150,000 2,967 8.0000 8.0000 10/01/2003 FARM
0169461 760,000 760,000 760,000 23,172 6.7500 6.7500 01/15/2004 FARM
0169519 77,500 77,500 77,500 -15 7.5000 7.5000 01/01/2009 FARM
0169527 136,800 136,800 136,800 -62 7.7500 7.7500 01/15/2004 FARM
0169529 74,000 74,000 74,000 -14 7.5000 7.5000 12/01/2005 FARM
0169613 299,200 299,200 299,200 7,417 7.5000 7.5000 03/01/2004 FARM
0169756 42,375 42,375 42,375 1,627 7.7500 7.7500 01/01/1999 FARM
0169885 3,463,000 3,463,000 3,463,000 -721 7.5000 7.5000 12/01/2007 FARM
0169904 2,056,095 2,056,095 2,056,095 14,079 8.5000 8.5000 06/01/2004 FARM
0169989 174,612 174,612 174,612 8,248 9.5000 9.5000 01/01/2010 FARM
0169995 760,000 760,000 760,000 4,652 7.6000 7.6000 08/01/2008 FARM
0169996 917,600 917,600 917,600 5,618 7.6000 7.6000 08/01/2008 FARM
0169997 968,000 968,000 968,000 5,927 7.6000 7.6000 08/01/2008 FARM
0169998 525,300 525,300 525,300 3,216 7.6000 7.6000 08/01/2008 FARM
0170000 50,000 50,000 50,000 -17 9.3000 9.3000 07/01/2004 FARM
0170017 1,730,000 1,730,000 1,730,000 -461 9.1250 9.1250 01/01/2005 FARM
0170028 200,000 200,000 200,000 6,207 7.5000 7.5000 12/01/2006 FARM
0170048 159,194 159,194 159,194 7,174 9.8750 9.8750 01/15/2010 FARM
0170108 169,200 169,472 169,472 6,385 8.0000 8.0000 01/15/2005 FARM
0170182 154,400 154,400 154,400 4,423 10.0000 10.0000 03/15/2005 FARM
0170220 104,650 104,650 104,650 4,032 9.3000 9.3000 06/01/2008 FARM
0170226 270,000 270,318 270,318 14,072 7.8500 7.8500 05/01/2005 FARM
0170235 227,500 227,500 227,500 2,511 8.8500 8.8500 05/15/2005 FARM
0170249 84,000 84,000 84,000 -25 8.9000 8.9000 12/01/2003 FARM
</TABLE>
Page 6 of 8
<PAGE> 305
Closed Block Segment: MetLife Industrial
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0170254 312,000 312,000 312,000 15,121 7.3000 7.3000 12/01/2013 FARM
0170267 258,000 258,000 258,000 -81 9.8000 9.8000 06/01/2004 FARM
0170311 129,000 128,597 128,597 3,749 8.8000 8.8000 06/01/2003 FARM
0170337 300,400 297,882 297,882 6,011 8.1000 8.1000 06/01/2010 FARM
0170440 910,000 906,532 906,532 34,749 8.5000 8.5000 06/15/2004 FARM
0170454 6,240,000 6,242,734 6,242,734 206,614 8.0000 8.0000 02/01/2011 FARM
0170471 649,500 646,015 646,015 25,351 7.8500 7.8500 12/01/1998 FARM
0170489 208,200 207,811 207,811 2,733 8.0000 8.0000 11/01/2005 FARM
0170492 282,000 281,364 281,364 7,829 8.4000 8.4000 12/01/2011 FARM
0170504 9,714,927 9,688,989 9,688,989 59,321 7.5800 7.5800 11/21/2005 FARM
0170508 194,000 193,027 193,027 -68 7.7500 7.7500 06/01/2008 FARM
0170509 472,000 469,889 469,889 5,898 7.6250 7.6250 12/01/2009 FARM
0170525 265,120 264,586 264,586 15,740 7.5000 7.5000 03/15/2011 FARM
0170534 120,000 119,737 119,737 -63 8.3750 8.3750 01/01/2006 FARM
0170540 276,000 275,305 275,305 3,050 6.7500 6.7500 11/01/2005 FARM
0170572 105,865 105,865 105,865 4,343 8.2500 8.2500 01/01/2006 FARM
0170582 182,000 181,594 181,594 7,122 7.8750 7.8750 06/01/2012 FARM
0170599 950,000 947,881 947,881 38,498 8.1500 8.1500 06/01/2010 FARM
0170613 118,300 117,834 117,834 -23 7.6250 7.6250 06/01/2009 FARM
0170629 407,000 405,218 405,218 -105 8.0000 8.0000 06/01/2010 FARM
0170636 197,800 197,025 197,025 4,530 7.7500 7.7500 03/15/2006 FARM
0170669 617,543 615,393 615,393 21,698 7.5000 7.5000 01/15/2016 FARM
0170670 158,000 157,286 157,286 -45 7.5000 7.5000 01/01/2006 FARM
0170671 580,000 577,814 577,814 14,379 7.5000 7.5000 03/01/2006 FARM
0170674 513,000 511,905 511,905 12,637 7.4500 7.4500 12/01/2010 FARM
0170675 188,000 187,594 187,594 4,596 7.4000 7.4000 06/01/2009 FARM
0170680 150,000 149,707 149,707 2,352 7.3500 7.3500 04/15/2011 FARM
0170692 265,730 264,385 264,385 -57 7.7500 7.7500 01/01/2006 FARM
0170694 278,000 276,943 276,943 17,892 7.7500 7.7500 03/01/2006 FARM
0170705 521,000 519,000 519,000 9,982 7.7500 7.7500 06/01/2010 FARM
0170717 203,000 202,222 202,222 6,963 7.5000 7.5000 01/15/2006 FARM
0170727 370,000 370,277 370,277 -85 7.5500 7.5500 12/01/2010 FARM
0170748 252,000 250,956 250,956 8,422 7.3000 7.3000 01/15/2006 FARM
0170811 148,000 147,451 147,451 1,817 7.5000 7.5000 05/01/2011 FARM
0170813 816,000 812,967 812,967 15,937 7.9000 7.9000 06/01/2012 FARM
0170838 332,400 330,966 330,966 13,552 8.2000 8.2000 06/01/2010 FARM
0170901 778,555 778,555 778,555 31,937 8.2500 8.2500 01/01/2012 FARM
0170977 376,000 373,170 373,170 15,236 8.1500 8.1500 12/01/1998 FARM
0170996 321,600 320,554 320,554 3,213 8.2000 8.2000 11/15/2011 FARM
0171018 192,772 192,076 192,076 -38 7.2000 7.2000 06/15/2008 FARM
0171019 313,400 313,056 313,056 11,367 7.9000 7.9000 12/15/2010 FARM
0171172 439,964 438,174 438,174 19,253 8.8000 8.8000 07/01/2006 FARM
0171209 690,000 689,008 689,008 28,757 8.3800 8.3800 06/01/2008 FARM
0171291 1,425,000 1,421,750 1,421,750 -364 8.4000 8.4000 01/01/2012 FARM
0171354 8,637,656 8,619,281 8,619,281 360,766 8.4000 8.4000 01/01/2012 FARM
0171371 174,600 174,275 174,275 6,521 8.0500 8.0500 06/15/2009 FARM
0171564 448,271 447,009 447,009 -108 8.2800 8.2800 06/01/2007 FARM
0171643 240,000 239,471 239,471 6,701 8.4500 8.4500 06/01/2007 FARM
0171752 5,000,000 4,989,344 4,989,344 157,692 7.6200 7.6200 12/01/1998 FARM
0171845 240,907 240,757 240,757 -55 8.0000 8.0000 07/01/2012 FARM
0171848 145,500 144,837 144,837 3,607 7.5000 7.5000 12/01/2009 FARM
0171876 875,000 876,952 876,952 34,370 7.9000 7.9000 06/01/2006 FARM
0171904 198,419 197,907 197,907 624 7.5500 7.5500 09/15/2013 FARM
0171910 2,500,000 2,500,000 2,500,000 7,705 7.1800 7.1800 12/15/2002 FARM
0171936 271,600 270,812 270,812 -57 7.6250 7.6250 01/01/2013 FARM
0171991 480,000 479,186 479,186 -115 7.3000 7.3000 12/01/2009 FARM
0172077 975,699 975,699 975,699 6,044 7.6900 7.6900 03/01/2013 FARM
0172126 140,000 139,653 139,653 2,544 7.3500 7.3500 06/01/2010 FARM
0172179 297,000 295,615 295,615 7,363 7.5000 7.5000 12/01/1998 FARM
0172184 1,104,000 1,102,713 1,102,713 56,250 7.2500 7.2500 12/01/1998 FARM
0172230 150,000 149,470 149,470 1,795 7.3000 7.3000 05/01/2008 FARM
</TABLE>
Page 7 of 8
<PAGE> 306
Closed Block Segment: MetLife Industrial
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0172255 150,000 149,530 149,530 3,818 7.7000 7.7000 03/01/2008 FARM
0172274 3,000,000 2,992,792 2,992,792 36,138 7.3500 7.3500 12/01/2009 FARM
0172276 274,000 273,681 273,681 3,256 7.2500 7.2500 12/01/2009 FARM
0172284 250,000 248,238 248,238 9,676 8.4500 8.4500 06/15/2009 FARM
0172298 1,330,000 1,323,402 1,323,402 -310 7.6000 7.6000 06/01/2006 FARM
0172316 400,000 398,102 398,102 7,318 7.4000 7.4000 12/01/2009 FARM
0172346 680,000 677,143 677,143 4,026 7.3500 7.3500 12/01/2018 FARM
0172351 500,000 499,301 499,301 8,962 7.2500 7.2500 12/01/2009 FARM
0172358 7,500,000 7,469,196 7,469,196 269,032 7.4000 7.4000 12/05/2007 FARM
0172388 247,000 246,452 246,452 8,912 7.2500 7.2500 01/01/2008 FARM
0172390 475,000 472,724 472,724 15,728 8.0000 8.0000 08/01/2013 FARM
0172394 454,000 454,001 454,001 15,849 7.6000 7.6000 01/15/2008 FARM
0172409 310,000 308,515 308,515 10,954 7.7000 7.7000 12/15/2007 FARM
0172465 2,500,000 2,490,938 2,490,938 91,675 7.3750 7.3750 07/01/2013 FARM
0172471 175,000 174,577 174,577 1,040 7.3750 7.3750 06/01/2013 FARM
0172487 283,500 282,475 282,475 8,448 7.2000 7.2000 12/01/2009 FARM
0172508 900,000 895,651 895,651 -521 7.3500 7.3500 07/01/2018 FARM
0172554 1,160,000 1,157,222 1,157,222 7,008 7.5000 7.5000 06/01/2013 FARM
0172576 260,000 259,430 259,430 6,231 7.2500 7.2500 12/01/2009 FARM
0172588 5,000,000 4,988,360 4,988,360 97,900 7.9200 7.9200 06/01/2005 FARM
0172612 250,000 248,782 248,782 5,576 7.3000 7.3000 07/01/2008 FARM
0172639 7,500,000 7,463,453 7,463,453 126,667 6.4000 6.4000 12/05/1998 FARM
0172675 650,000 650,000 650,000 7,610 7.5000 7.5000 11/01/2008 FARM
0172692 1,200,000 1,200,059 1,200,059 -520 7.6500 7.6500 06/01/2011 FARM
0172707 306,000 304,494 304,494 4,019 7.7500 7.7500 06/01/2006 FARM
0172725 3,500,000 3,491,328 3,491,328 52,166 7.0600 7.0600 09/15/2018 FARM
0172730 700,000 698,944 698,944 7,035 6.7000 6.7000 07/01/2008 FARM
0172733 12,000,000 11,985,125 11,985,125 123,198 7.2900 7.2900 11/01/2008 FARM
0172753 250,000 250,006 250,006 2,173 7.4500 7.4500 12/10/2007 FARM
0179056 295,320 297,834 297,834 12,482 8.1500 8.1500 06/01/2012 FARM
Total Assets 2,019,500,182 2,039,917,724 2,106,482,196 30,249,823
</TABLE>
Page 8 of 8
<PAGE> 307
TNE Traditional Assets
<PAGE> 308
Legend
Asset Type
ABOB Asset Backed Bond
GNOB Govt Non Zero Coupon Bond
GZOB Govt Zero Coupon Bond
PBOB Public Bond
PROB Private Bond
CMO Collateralized Mortgage Obligation
CMBS Commercial Mortgage Backed Security
GNMA Govt National Mortgage Association Pass-Throughs
MBS Other Mortgage Backed Security
COMM Commercial Mortgage
FARM Agricultural Mortgage
RESD Residential Mortgage
Segment OO: MetLife Ordinary Life
IO: MetLife Industrial Life
RD: TNE Fund D
RL: TNE Loomis Fund
R5: TNE 5MA
FD: TNE Fund D
5M: TNE 5MA
RU: Additional Assets for TNE
<PAGE> 309
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
001765AJ5 AMR CORP 5,000,000 5,149,641 5,406,950 208,333 8.4050 10.0000 2/1/2001 PBOB
001957AL3 A T & T CORP (AMER TEL & TEL) 5,000,000 5,457,093 5,563,250 35,938 7.8459 8.6250 12/1/2031 PBOB
001957AQ2 A T & T CORP DEB 5,000,000 5,400,534 5,646,600 192,514 7.6370 8.3500 1/15/2025 PBOB
001957AQ2 A T & T CORP DEB 5,000,000 5,482,076 5,646,600 192,514 7.5021 8.3500 1/15/2025 PBOB
002063AJ4 A T & T CREDIT CORP MTN 1,000,000 1,094,100 1,202,190 21,111 7.7825 10.0000 4/1/2004 PBOB
003680AE5 ABITIBI-PRICE INC 9,722,222 9,722,222 10,355,916 162,556 7.9200 7.9200 10/15/2005 PROB
003924AA5 ABITIBI CONSOLIDATED 5,000,000 5,020,063 4,800,200 86,875 6.8906 6.9500 4/1/2008 PBOB
003924AA5 ABITIBI CONSOLIDATED 3,250,000 3,257,585 3,120,130 56,469 6.9154 6.9500 4/1/2008 PBOB
003924AB3 ABITIBI CONSOLIDATED 1,000,000 992,989 919,500 18,500 7.4693 7.4000 4/1/2018 PBOB
003924AB3 ABITIBI CONSOLIDATED 1,500,000 1,489,483 1,379,250 27,750 7.4693 7.4000 4/1/2018 PBOB
00912#AC7 AIR LIQUIDE AMERICA CORP 5,000,000 5,000,000 5,166,500 100,258 6.8100 6.8100 9/15/2004 PROB
00912#AD5 AIR LIQUIDE AMERICA CORP 5,000,000 5,150,944 5,215,250 101,583 6.4415 6.9000 9/15/2007 PROB
00949TAB6 AIRTOUCH COMMUNICATIONS INC 1,000,000 999,178 1,037,880 32,854 7.1610 7.1250 7/15/2001 PBOB
01958XAF4 ALLIED WASTE NA SR NTS 144A 2,000,000 2,014,965 2,474,340 3,389 7.4857 7.6250 1/1/2006 PBOB
01958XAF4 ALLIED WASTE NA SR NTS 144A 1,000,000 1,000,000 1,237,170 1,694 7.6250 7.6250 1/1/2006 PBOB
019754AA8 ALLMERICA FINL CORP SR NTS 1,000,000 997,386 1,102,390 16,097 7.6481 7.6250 10/15/2025 PBOB
019754AA8 ALLMERICA FINL CORP SR NTS 1,500,000 1,496,080 1,653,585 24,146 7.6481 7.6250 10/15/2025 PBOB
019754AA8 ALLMERICA FINL CORP SR NTS 1,000,000 997,386 1,102,390 16,097 7.6481 7.6250 10/15/2025 PBOB
02635KAW4 AMER GEN FIN CORP NTS 6,700,000 7,299,827 7,802,485 205,653 6.9208 8.1250 8/15/2009 PBOB
02635KAX2 AMERICAN GENL FIN SR NTS 3,450,000 4,077,272 4,096,875 61,544 6.1224 8.4500 10/15/2009 PBOB
02635KBR4 AMERICAN GENERAL FINANCE 1,500,000 1,508,562 1,509,885 51,563 5.7040 6.8750 7/1/1999 PBOB
026609AE7 AMER HOME PRODS CORP NTS 5,000,000 5,325,000 5,616,850 149,222 6.5924 7.9000 2/15/2005 PBOB
026609AE7 AMER HOME PRODS CORP NTS 5,000,000 5,314,488 5,616,850 149,222 6.6331 7.9000 2/15/2005 PBOB
02765*AB7 AMERICAN MUNI PWR - OHIO, INC 5,378,431 5,378,431 7,084,684 145,890 10.8500 10.8500 4/1/2008 PROB
029717AN5 AMERICAN STANDARD COS SR NTS 2,000,000 1,990,584 2,005,480 31,139 7.4702 7.3750 4/15/2005 PBOB
030096A#8 AMERICAN STORES CO 5,142,857 5,142,857 6,232,114 227,786 10.6300 10.6300 8/1/2004 PROB
030096A#8 AMERICAN STORES CO 3,423,025 3,599,474 4,148,022 151,612 9.4218 10.6300 8/1/2004 PROB
030096AE1 AMER STORES CO 1,750,000 1,736,625 1,903,195 16,547 7.5534 7.4000 5/15/2005 PBOB
030096AE1 AMER STORES CO 750,000 739,585 815,655 7,092 7.6797 7.4000 5/15/2005 PBOB
030096AE1 AMER STORES CO 6,300,000 6,256,543 6,851,502 59,570 7.5383 7.4000 5/15/2005 PBOB
030096AE1 AMER STORES CO 5,000,000 5,191,844 5,437,700 47,278 6.6514 7.4000 5/15/2005 PBOB
030981AB0 AMERIGAS PARTNER 2,500,000 2,631,974 2,525,000 53,438 9.2008 10.1250 4/15/2007 PBOB
030981AB0 AMERIGAS PARTNER 2,300,000 2,423,785 2,323,000 49,163 9.1834 10.1250 4/15/2007 PBOB
03209#AA7 DILLARD DEPARTMENT STORES INC 3,703,558 3,711,407 4,426,418 31,233 10.0777 10.1200 1/1/2006 PROB
037411AG0 APACHE CORP 5,000,000 5,189,207 5,443,650 38,542 7.9636 9.2500 6/1/2002 PBOB
037735BL0 APPALACHIAN PWR CO 1ST MTGE 5,000,000 4,878,072 5,332,800 113,333 7.2422 6.8000 3/1/2006 PBOB
037735BL0 APPALACHIAN PWR CO 1ST MTGE 6,500,000 6,235,486 6,932,640 147,333 7.5456 6.8000 3/1/2006 PBOB
038222AB1 APPLIED MATERIALS INC SR NTS 1,000,000 995,166 1,086,720 26,667 8.1081 8.0000 9/1/2004 PBOB
038222AB1 APPLIED MATERIALS INC SR NTS 4,000,000 3,980,663 4,346,880 106,667 8.1081 8.0000 9/1/2004 PBOB
038222AB1 APPLIED MATERIALS INC SR NTS 5,000,000 5,083,703 5,433,600 133,333 7.6306 8.0000 9/1/2004 PBOB
038522AB4 ARAMARK SERVICES 2,000,000 1,937,245 2,029,300 11,833 7.6354 7.1000 12/1/2006 PBOB
038522AB4 ARAMARK SERVICES 3,000,000 2,905,867 3,043,950 17,750 7.6354 7.1000 12/1/2006 PBOB
038522AB4 ARAMARK SERVICES 4,500,000 4,356,410 4,565,925 26,625 7.6447 7.1000 12/1/2006 PBOB
038522AB4 ARAMARK SERVICES 4,500,000 4,535,504 4,565,925 26,625 6.9687 7.1000 12/1/2006 PBOB
038522AC2 ARAMARK CORP 5,000,000 4,998,712 5,056,300 169,167 7.0045 7.0000 7/15/2006 PBOB
03968@AC6 ARCTIC SLOPE REGINAL CORP. 15,000,000 15,000,000 15,050,100 171,817 6.7600 6.7600 4/30/2008 PROB
040114AR1 ARGENTINA-17 1,000,000 994,328 998,800 47,712 11.4500 11.3750 1/30/2017 PBOB
040420AY7 ARISTAR INC 5,000,000 4,997,485 5,127,150 127,500 6.7713 6.7500 8/15/2001 PBOB
040555BH6 ARIZONA PUB SVC CO 1ST MTGE 2,000,000 1,965,451 2,195,280 26,194 10.4537 10.2500 5/15/2020 PBOB
040555BQ6 ARIZONA PUB SVC CO 1ST MTGE 5,000,000 5,011,521 5,046,600 16,944 7.1037 7.6250 6/15/1999 PBOB
040555BQ6 ARIZONA PUB SVC CO 1ST MTGE 1,500,000 1,503,556 1,513,980 5,083 7.0886 7.6250 6/15/1999 PBOB
04454CDE3 ASHLAND OIL INC MTN 5,000,000 4,987,776 5,419,550 17,733 8.0354 7.9800 7/21/2004 PBOB
045424BK3 ASC 1996 D2 A3 5,000,000 5,071,759 5,516,350 20,556 7.2823 7.4000 2/14/2029 CMBS
045906AZ7 ASSOCIATES CORPORATION 3,000,000 2,999,791 3,029,340 36,500 7.3145 7.3000 6/29/1999 PBOB
046003DD8 ASSOC CORP DEB 5,000,000 5,626,393 5,873,400 169,792 6.4948 8.1500 8/1/2009 PBOB
046003JU4 ASSOC CORP NORTH AMER DEB 2,000,000 2,015,878 2,136,600 23,553 6.8761 6.9500 11/1/2018 PBOB
046003JU4 ASSOC CORP NORTH AMER DEB 3,500,000 3,479,502 3,739,050 41,217 7.0051 6.9500 11/1/2018 PBOB
04830RAA6 ATLANTIC CITY ELEC CO SECD 5,000,000 5,018,276 5,576,100 125,333 7.4599 7.5200 4/2/2007 PBOB
04830RAB4 ATLANTIC CITY ELEC CO SECD 5,000,000 4,979,370 5,569,650 125,000 7.5681 7.5000 4/2/2007 PBOB
048825AN3 ATLANTIC RICHFIELD CO DEB 4,000,000 4,618,656 5,130,680 200,583 7.8101 10.8750 7/15/2005 PBOB
048825AN3 ATLANTIC RICHFIELD CO DEB 5,700,000 6,501,500 7,311,219 285,831 8.0662 10.8750 7/15/2005 PBOB
</TABLE>
Page 2 of 26
<PAGE> 310
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
048825AZ6 ATLANTIC RICHFIELD CO DEB 5,100,000 6,011,841 6,912,540 193,906 7.6305 9.1250 8/1/2031 PBOB
048825BA0 ATLANTIC RICHFIELD 4,100,000 4,477,975 5,014,218 140,938 7.4103 8.2500 2/1/2022 PBOB
053528BW4 AVCO FINANCIAL SERVICES INC 3,000,000 2,905,492 3,004,140 41,250 8.2025 5.5000 4/1/2000 PBOB
053528BW4 AVCO FINANCIAL SERVICES INC 1,500,000 1,489,792 1,502,070 20,625 6.0738 5.5000 4/1/2000 PBOB
054937AA5 BRANCH BKG AND TRUST 5,000,000 4,979,290 5,424,850 16,111 7.3166 7.2500 6/15/2007 PBOB
054937AB3 BB&T CORP 10,000,000 9,983,139 10,178,700 1,771 6.4071 6.3750 6/30/2005 PBOB
055617AA2 BOC GROUP INC NTS 5,500,000 5,498,929 5,920,310 18,211 7.4535 7.4500 6/15/2006 PBOB
055617AA2 BOC GROUP INC NTS 4,500,000 4,499,124 4,843,890 14,900 7.4535 7.4500 6/15/2006 PBOB
05563QAA8 BANK OF NY INSTIT CAP A 1,000,000 1,039,696 1,083,430 6,483 7.4405 7.7800 12/1/2026 PBOB
055761AP5 BTC MTGE INVESTORS TR 7,500,000 7,499,646 7,505,625 38,939 6.4456 6.4450 12/31/2009 CMBS
055761AR1 BTC MTGE INVESTORS TR 1997-S1 5,000,000 5,019,427 5,004,650 28,958 6.8995 6.9500 12/31/2009 CMBS
056037AC8 B V P S II FDG CORP COLL 2,974,000 2,989,176 3,130,016 20,645 8.2481 8.3300 12/1/2007 PBOB
05916MAF0 BALTIMORE GAS & ELEC CO MTN E 9,000,000 9,120,799 9,535,680 98,400 6.3857 6.5600 10/8/2009 PBOB
05952QAA7 BANCO COMMERCIO EXTERIOR 144A 5,000,000 4,998,687 4,975,000 34,740 8.6450 8.6250 6/2/2000 PBOB
05968@AA5 BANCOMER 1992 REC TR CTF 1,765,727 1,765,727 1,765,727 5,275 7.1700 7.1700 9/16/1999 ABOB
060587AB8 BANK AUSTRIA AG 5,000,000 4,808,026 5,106,500 136,944 7.6449 7.2500 2/15/2017 PBOB
060716BR7 BANK OF BOSTON 5,000,000 4,549,631 5,060,650 138,021 8.8640 6.6250 2/1/2004 PBOB
065912AA5 BANKAMERICA INST B 144A NTS 5,000,000 4,952,628 5,335,700 1,069 7.7836 7.7000 12/31/2026 PROB
066050CC7 BANK OF AMERICA 5,000,000 4,819,923 5,426,450 16,944 8.4627 7.6250 6/15/2004 PBOB
066050CK9 BANKAMERICA CORP NTS 5,000,000 4,868,352 5,388,850 59,375 7.6001 7.1250 5/1/2006 PBOB
066365BG1 BANKERS TRUST NY 5,000,000 5,048,039 5,202,200 167,153 6.9730 7.2500 1/15/2003 PBOB
066365BL0 BANKERS TRUST 10,000,000 8,860,755 9,778,100 126,667 7.6766 6.0000 10/15/2008 PBOB
066365BX4 BANKERS TRUST-NY 5,000,000 4,980,104 5,275,700 47,917 7.5421 7.5000 11/15/2015 PBOB
066365DC8 BANKERS TR NY CORP NTS 3,000,000 3,014,860 3,191,430 45,917 7.1901 7.2500 10/15/2011 PBOB
06738CA@8 BARCLAY BANK 1,500,000 1,370,997 1,185,000 32,450 6.3736 5.8120 2/14/2049 PBOB
071707AE3 BAUSCH & LOMB INC NTS 4,000,000 3,981,843 3,969,320 109,778 6.5861 6.5000 8/1/2005 PBOB
073914JX2 BSMSI 1993-14 CL M 5,334,586 5,360,370 5,397,961 31,118 6.9595 7.0000 8/25/2024 CMO
08172LT40 BENEFICIAL CORP 8,000,000 7,741,206 8,065,040 21,156 8.2101 5.9500 7/20/2000 PBOB
091797AD2 BLACK & DECKER CORP NTS 10,000,000 10,129,592 10,610,200 187,500 7.1410 7.5000 4/1/2003 PBOB
091797AE0 BLACK & DECKER CORP NTS 5,000,000 4,836,479 5,063,450 42,326 8.5523 6.6250 11/15/2000 PBOB
099599AJ1 BORDEN INC 5,000,000 4,756,106 4,476,250 148,750 8.3480 7.8750 2/15/2023 PBOB
099599AJ1 BORDEN INC 4,000,000 3,812,050 3,581,000 119,000 8.3299 7.8750 2/15/2023 PBOB
100599BN8 BOSTON ED CO DEB 2,500,000 2,512,375 2,887,950 24,917 7.7338 7.8000 5/15/2010 PBOB
100599BN8 BOSTON ED CO DEB 2,000,000 2,172,947 2,310,360 19,933 6.7012 7.8000 5/15/2010 PBOB
101137AA5 BOSTON SCIENTIFIC CORP NTS 10,000,000 9,995,376 9,716,100 195,069 6.6342 6.6250 3/15/2005 PBOB
11041RAL2 BRITISH AEROSPACE 15,000,000 16,232,198 16,539,750 562,500 6.8412 7.5000 7/1/2027 PBOB
125509AH2 CIGNA CORP 2,200,000 2,189,092 2,341,416 56,100 7.6955 7.6500 3/1/2023 PBOB
125509AH2 CIGNA CORP 600,000 598,657 638,568 15,300 7.6705 7.6500 3/1/2023 PBOB
125509AH2 CIGNA CORP 1,000,000 1,030,768 1,064,280 25,500 7.3754 7.6500 3/1/2023 PBOB
125509BA6 CIGNA CORP 5,000,000 4,982,680 5,334,450 47,278 7.4564 7.4000 5/15/2007 PBOB
125509BE8 CIGNA CORP NTS 4,000,000 4,464,020 4,738,120 145,711 7.3659 8.3000 1/15/2033 PBOB
125509BE8 CIGNA CORP NTS 1,000,000 1,116,005 1,184,530 36,428 7.3659 8.3000 1/15/2033 PBOB
125577AB2 CITGROUP HLGS INC NTS 10,000,000 9,958,815 9,971,300 106,250 5.7246 5.6250 10/15/2003 PBOB
125925AM9 CMC4 1994-G CI M 6,048,870 5,873,896 6,041,309 35,285 7.2483 7.0000 9/25/2024 CMO
126168AA1 CRA FINANCE LTD 10,000,000 9,519,799 10,192,300 54,167 7.6911 6.5000 12/1/2003 PBOB
126304AC8 CSC HLDGS INC SR NT 2,000,000 1,998,053 2,107,320 7,000 7.8904 7.8750 12/15/2007 PBOB
126304AD6 CSC HLDGS INC SR NT 2,500,000 2,491,336 2,677,825 76,736 8.1744 8.1250 8/15/2009 PBOB
126304AJ3 CSC HLDGS SR NT 2,000,000 2,000,000 2,026,560 64,444 7.2500 7.2500 7/15/2008 PBOB
126408BJ1 CSX CORP DEB 15,000,000 14,997,582 15,858,000 181,250 7.2537 7.2500 5/1/2004 PBOB
126408BK8 CSX CORP DEB 6,000,000 5,992,022 6,519,960 74,500 7.4717 7.4500 5/1/2007 PBOB
12682PAD6 CABLE & WIRELESS COMM NOTES 2,800,000 2,785,543 2,861,432 18,900 6.8225 6.7500 12/1/2008 PBOB
127097A*4 CABOT OIL & GAS CORP 3,200,000 3,200,000 3,541,312 45,244 10.1800 10.1800 5/11/2002 PROB
129466AG3 CALENERGY CO INC SR NTS 5,000,000 5,000,000 5,319,500 80,539 7.6300 7.6300 10/15/2007 PBOB
135087VG6 CANADA, GOVERNMENT OF 7,350,000 7,592,526 8,904,599 56,182 8.2834 9.0000 12/1/2004 PBOB
135087VG6 CANADA, GOVERNMENT OF 7,480,000 7,737,675 9,062,095 57,176 8.2525 9.0000 12/1/2004 PBOB
136375BE1 CANADIAN NATL RAILWAY CO 3,000,000 2,993,222 3,082,740 93,525 6.4884 6.4500 7/15/2006 PBOB
137902B@0 CANFOR CORP 10,000,000 10,000,000 9,824,100 64,583 7.7500 7.7500 6/1/2003 PROB
139859AB8 CAPITAL CITIES/ABC INC DEB 5,000,000 6,163,018 6,510,350 165,278 6.7330 8.7500 8/15/2021 PBOB
141784AA6 CARGILL INC 5,000,000 5,158,522 5,395,950 43,189 6.2578 6.7600 2/28/2007 PBOB
144141BW7 CAROLINA PWR & LT CO 1ST MTGE 200,000 211,149 215,612 8,200 7.6839 8.2000 7/1/2022 PBOB
146230AD9 CARTER HOLT HARVEY LTD 3,000,000 2,995,883 3,145,890 53,042 8.3906 8.3750 4/15/2015 PBOB
</TABLE>
Page 3 of 26
<PAGE> 311
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15234NAA3 CENTRAGAS 1ST MTGE C 6,359,414 6,349,767 5,532,690 56,440 10.6896 10.6500 12/1/2010 PBOB
158525AM7 CHAMPION INTL CORP NTS 2,500,000 2,507,187 2,537,075 8,556 7.3833 7.7000 12/15/1999 PBOB
158525AQ8 CHAMPION INTL CORP DEB 4,000,000 3,980,768 4,095,720 103,333 7.7931 7.7500 9/1/2025 PBOB
158525AQ8 CHAMPION INTL CORP DEB 3,500,000 3,483,172 3,583,755 90,417 7.7931 7.7500 9/1/2025 PBOB
16161AAD0 CHASE MANHATTAN CORP NEW 4,000,000 4,065,711 4,066,760 51,667 5.7031 7.7500 11/1/1999 PBOB
16161AAM0 CHASE MANHATTAN CORP NEW 5,800,000 5,751,849 5,867,976 190,313 8.0626 7.8750 8/1/2004 PBOB
16161AAS7 CHASE MANHATTAN CORP NEW 5,000,000 4,090,658 5,080,100 64,653 8.9534 6.1250 10/15/2008 PBOB
16161AAT5 CHASE MANHATTAN CORP NEW 5,000,000 4,202,992 5,203,250 149,861 8.9382 6.5000 1/15/2009 PBOB
168894AA1 CHILGENER S A NTS 4,250,000 4,102,861 3,825,978 127,382 7.1342 6.5000 1/15/2006 PBOB
17105#AA2 CHRISTMAS TREE SHOPS, INC 6,252,393 6,252,393 6,083,266 43,871 8.4200 8.4200 10/1/2005 PROB
1729212D9 CMSI 1994-13 CI B1 2,336,218 2,175,780 2,260,665 12,655 7.0800 6.5000 10/25/2024 CMO
172967AM3 CITIGROUP INC 3,500,000 3,655,102 3,710,805 20,052 6.5211 6.8750 6/1/2025 PBOB
173034GC7 CITICORP 4,000,000 4,020,169 4,389,960 28,750 8.4711 8.6250 12/1/2002 PBOB
173034GF0 CITICORP 10,000,000 10,614,357 10,787,500 333,333 6.2714 8.0000 2/1/2003 PBOB
181485AG8 CLARK OIL & REFINING CORP 5,000,000 5,029,826 5,025,000 139,861 9.3627 9.5000 9/15/2004 PBOB
186108BX3 CLEVELAND ELECTRIC ILLUM BNDS 1,000,000 1,000,000 1,014,340 17,150 6.8600 6.8600 10/1/2008 PBOB
186108BX3 CLEVELAND ELECTRIC ILLUM BNDS 3,000,000 3,074,443 3,043,020 51,450 6.5122 6.8600 10/1/2008 PBOB
190441AQ8 COASTAL CORP SR NTS 4,300,000 4,492,123 4,583,327 102,872 6.7419 8.1250 9/15/2002 PBOB
191219AQ7 COCA COLA ENTERPRISES INC DEB 5,000,000 5,113,016 5,976,050 117,778 7.7895 8.0000 9/15/2022 PBOB
19386QAC0 COLES MYER FINANCE 1,500,000 1,478,264 1,567,035 4,467 7.1027 6.7000 3/24/2003 PBOB
19386QAW6 COLES MYER FINANCE 4,000,000 3,893,899 4,515,480 14,507 8.7580 8.1600 9/27/2004 PBOB
194196DW8 CMSC CMO SERIES 1988-8 1,737,985 1,737,986 1,715,947 8,690 6.0000 6.0000 5/1/2018 CMO
195325AK1 COLUMBIA-7 5,000,000 4,759,784 4,162,500 144,028 8.4547 7.6250 2/15/2007 PBOB
196816AB8 COLOWYO COAL FDG CORP COAL 19,207,251 19,207,252 15,365,801 234,627 9.5600 9.5600 11/15/2011 PROB
197648CC0 COLUMBIA ENERGY GROUP 406,000 406,000 434,814 2,724 7.3200 7.3200 11/28/2010 PBOB
197677AF4 COLOMBIA HCA HEALTHCARE NTS 7,000,000 6,837,625 6,778,030 21,498 7.3680 6.9100 6/15/2005 PBOB
20029PAE9 COMCAST CABLE COMMUNICATIONS 4,000,000 3,997,085 4,403,800 54,167 8.1421 8.1250 5/1/2004 PROB
20029PAG4 COMCAST CABLE COMMUNICATIONS 5,000,000 5,810,584 6,205,350 73,958 7.2614 8.8750 5/1/2017 PBOB
20029PAH2 COMCAST CABLE COMM 6,980,000 8,244,062 8,734,004 98,883 7.0191 8.5000 5/1/2027 PBOB
20029YAC4 COMCAST CELLULAR 3,000,000 3,108,448 3,202,500 47,500 8.8770 9.5000 5/1/2007 PBOB
200300AN1 COMCAST CORP 3,000,000 3,298,973 3,840,000 146,979 9.3147 10.6250 7/15/2012 PBOB
201615DJ7 COMMERCIAL CRED GROUP INC NTS 6,500,000 6,484,940 6,558,045 176,087 5.9404 5.8750 1/15/2003 PBOB
202795EK2 COMMONWEALTH ED CO 1ST MTGE 77 3,100,000 3,254,104 3,268,578 68,781 8.3822 8.8750 10/1/2021 PBOB
202795EQ9 COMMONWEALTH ED CO 1ST MTGE 81 3,500,000 3,736,771 3,810,870 125,781 7.9791 8.6250 2/1/2022 PBOB
20279KAY3 COMMONWEALTH ED CO MTN 3N 5,000,000 5,309,408 5,573,300 135,003 7.2721 9.1700 10/15/2002 PBOB
204449AB8 COMPANIA TELECOM CHILE NTS 2,500,000 2,494,997 2,412,650 87,899 7.6604 7.6250 7/15/2006 PBOB
204449AB8 COMPANIA TELECOM CHILE NTS 2,500,000 2,494,997 2,412,650 87,899 7.6604 7.6250 7/15/2006 PBOB
204912AF6 COMPUTER ASSOCIATES INTL SR NT 10,000,000 9,907,062 9,896,400 134,583 6.5578 6.3750 4/15/2005 PBOB
205887AQ5 CONAGRA INC DISC NTS 5,000,000 5,000,000 5,268,650 139,583 6.7000 6.7000 8/1/2027 PBOB
205889A@7 CONAIR CORP 5,000,000 5,000,000 5,061,850 31,579 6.8900 6.8900 11/30/2005 PROB
208464AG2 CONSECO INC NTS 1,000,000 988,401 931,660 25,067 6.7279 6.4000 2/10/2003 PBOB
20846NAB1 CONSECO INC NTS 5,000,000 4,985,975 4,598,300 15,111 6.8545 6.8000 6/15/2005 PBOB
20846NAB1 CONSECO INC NTS 5,000,000 4,963,326 4,598,300 15,111 6.9429 6.8000 6/15/2005 PBOB
209864AT4 CONSOLIDATED RAIL CORP NTS 5,000,000 6,602,209 6,694,750 21,667 6.8727 9.7500 6/15/2020 PBOB
209864AT4 CONSOLIDATED RAIL CORP NTS 2,100,000 2,540,590 2,811,795 9,100 7.7315 9.7500 6/15/2020 PBOB
211177AK6 CONTINENTAL CABLEVISION 3,600,000 3,660,561 4,337,568 142,500 9.2871 9.5000 8/1/2013 PBOB
211177AK6 CONTINENTAL CABLEVISION 1,000,000 1,015,737 1,204,880 39,583 9.3007 9.5000 8/1/2013 PBOB
21666WBK5 COOPER INDS INC MTN 5,000,000 5,120,432 5,235,400 111,500 6.2477 6.6900 10/5/2005 PBOB
22002*AA0 SYBRON CORP 10,268,310 10,268,375 10,269,748 96,265 11.0220 11.2500 1/1/1999 PROB
22237LCN0 COUNTRYWIDE FUNDING 3,000,000 3,051,650 3,069,540 93,652 6.4000 6.7700 8/11/2004 PBOB
224044AF4 COX COMMUNICATIONS INC 4,150,000 4,118,071 4,389,870 12,681 7.0253 6.8750 6/15/2005 PBOB
224044AL1 COX COMUNICATIONS INC NTS 3,000,000 2,998,306 3,055,740 78,925 6.1643 6.1500 8/1/2003 PBOB
224050AC8 COX ENTERPRISES 10,000,000 10,000,000 10,673,000 215,239 7.3100 7.3100 3/15/2006 PROB
224399AL9 CRANE CO NTS 2,000,000 1,999,504 2,010,780 6,444 7.3062 7.2500 6/15/1999 PBOB
22541AAA5 CREDIT SUISSE 3,000,000 3,173,486 3,095,280 39,500 6.9733 7.9000 5/1/2007 PBOB
22825LAA8 CROWN CORK & SEAL INC NTS 1,000,000 995,944 1,015,030 3,000 6.8479 6.7500 12/15/2003 PBOB
22825LAA8 CROWN CORK & SEAL INC NTS 2,000,000 1,991,887 2,030,060 6,000 6.8479 6.7500 12/15/2003 PBOB
22825LAA8 CROWN CORK & SEAL INC NTS 1,000,000 995,944 1,015,030 3,000 6.8479 6.7500 12/15/2003 PBOB
22825LAA8 CROWN CORK & SEAL INC NTS 1,000,000 995,944 1,015,030 3,000 6.8479 6.7500 12/15/2003 PBOB
22825LAB6 CROWN CORK & SEAL INC NTS 2,000,000 2,003,154 2,048,100 6,222 6.9738 7.0000 12/15/2006 PBOB
22825LAB6 CROWN CORK & SEAL INC NTS 2,000,000 2,003,154 2,048,100 6,222 6.9738 7.0000 12/15/2006 PBOB
</TABLE>
Page 4 of 26
<PAGE> 312
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
23321PC89 DLJ MTGE 96 ACCEPT CORP 3,000,000 3,023,592 3,205,890 18,450 7.3091 7.3800 11/12/2021 CMBS
23321PEY0 DLJMA 1993 M17 A2 5,000,000 4,953,741 5,256,250 30,625 7.5741 7.3500 12/18/2003 CMBS
23321PG51 DLJ CMO SERS 1997-CF2 2,477,009 2,484,390 2,415,356 14,429 6.9302 6.9900 2/15/2005 CMBS
23329VAB3 D Q U II FDG CORP DEB 9,894,196 9,722,988 10,928,041 71,733 8.8973 8.7000 6/1/2016 PBOB
23329VAB3 D Q U II FDG CORP DEB 5,370,803 5,158,345 5,931,998 38,938 9.1587 8.7000 6/1/2016 PBOB
235851B*2 DANAHER CORP 3,000,000 3,000,000 3,040,440 10,173 7.6300 7.6300 12/15/1999 PROB
235863AB3 UNION CARBIDE CORP 10,000,000 10,000,000 10,999,900 69,775 8.3730 8.3730 6/1/2006 PROB
239753BR6 DAYTON HUDSON CORP DEB 5,000,000 4,853,771 5,392,000 17,500 8.1528 7.8750 6/15/2023 PBOB
239753BR6 DAYTON HUDSON CORP DEB 5,000,000 5,064,594 5,392,000 17,500 7.7564 7.8750 6/15/2023 PBOB
239753CF1 DAYTON HUDSON CO 2,000,000 1,972,696 2,061,420 48,356 6.7853 6.4000 2/15/2003 PBOB
239753CF1 DAYTON HUDSON CO 2,000,000 1,972,696 2,061,420 48,356 6.7853 6.4000 2/15/2003 PBOB
239753CF1 DAYTON HUDSON CO 5,000,000 5,158,067 5,153,550 120,889 5.5317 6.4000 2/15/2003 PBOB
23975HAJ4 DAYTON HUDSON CO 2,500,000 2,599,755 2,718,800 10,233 7.4237 9.2100 6/26/2001 PBOB
24240VAC5 DEAN WITTER DISCOVER & CO 3,000,000 3,017,564 3,128,340 68,750 6.7116 6.8750 3/1/2003 PBOB
24240VAC5 DEAN WITTER DISCOVER & CO 3,000,000 3,079,806 3,128,340 68,750 6.1418 6.8750 3/1/2003 PBOB
24240VAM3 DEAN WITTER DISCOVER 7,000,000 7,000,000 7,078,470 236,250 6.7500 6.7500 1/1/2016 PBOB
24240VAN1 DEAN WITTER DISCOVER 3,000,000 2,989,881 3,084,600 87,150 6.3602 6.3000 1/15/2006 PBOB
244098AA7 SHELL OIL/PEMEX 6,038,900 6,038,900 5,915,042 17,365 6.4700 6.4700 12/15/2008 PROB
24422EHR3 DEERE & CO CAPITAL CORP MTN 5,000,000 4,998,251 5,092,950 98,639 6.7277 6.7000 5/5/2000 PBOB
247025AD1 DELL COMPUTER CORP SR NTS 1,000,000 998,527 1,027,460 13,828 6.5714 6.5500 4/15/2008 PBOB
247025AD1 DELL COMPUTER CORP SR NTS 2,000,000 1,997,054 2,054,920 27,656 6.5714 6.5500 4/15/2008 PBOB
247361XA1 DELTA AIRLINES INC 5,500,639 5,435,406 6,364,954 37,661 9.6961 9.4800 6/5/2006 PROB
251529AE3 DEUTSCHE BANK FINL NTS 5,000,000 4,986,941 5,248,900 16,750 6.7430 6.7000 12/13/2006 PBOB
251529AE3 DEUTSCHE BANK FINL NTS 5,000,000 4,986,941 5,248,900 16,750 6.7430 6.7000 12/13/2006 PBOB
251529AF0 DEUTSCHE BANK 10,000,000 9,963,167 11,054,400 137,500 7.5520 7.5000 4/25/2009 PBOB
254067AH4 DILLARDS INC NTS 5,000,000 5,000,000 5,101,000 142,600 7.1300 7.1300 8/1/2018 PBOB
254067AH4 DILLARDS INC NTS 5,000,000 5,018,971 5,101,000 142,600 7.0939 7.1300 8/1/2018 PBOB
256605AB2 DOLE FOOD CO NTS 5,000,000 4,790,409 5,054,050 44,722 8.1591 7.0000 5/15/2003 PBOB
256605AC0 DOLE FOOD CO NTS 5,000,000 4,994,600 5,047,500 155,625 6.8251 6.7500 7/15/2000 PBOB
256605AF3 DOLE FOODS NTS 2,500,000 2,493,190 2,453,150 37,630 6.4254 6.3750 10/1/2005 PBOB
25716*AA0 DOMINICK'S FINER FOODS INC 559,353 559,354 601,802 8,623 9.2500 9.2500 2/1/2002 PROB
257651A@8 DONALDSON COMPANY, INC. 5,000,000 5,000,000 5,002,050 141,099 6.3100 6.3100 7/15/2008 PROB
258040AA2 DONOHUE FOREST 4,000,000 4,010,191 4,193,080 38,972 7.5833 7.6250 5/15/2007 PBOB
258040AA2 DONOHUE FOREST 6,000,000 6,369,011 6,289,620 58,458 6.6549 7.6250 5/15/2007 PBOB
258040AA2 DONOHUE FOREST 2,700,000 2,863,075 2,830,329 26,306 6.6717 7.6250 5/15/2007 PBOB
260543AZ6 DOW CHEMICAL CO 1,000,000 1,038,870 1,040,310 27,531 7.9524 9.3500 3/15/2002 PBOB
260543AZ6 DOW CHEMICAL CO 100,000 103,887 104,031 2,753 7.9524 9.3500 3/15/2002 PBOB
260543AZ6 DOW CHEMICAL CO 1,300,000 1,384,888 1,352,403 35,790 7.0390 9.3500 3/15/2002 PBOB
260543AZ6 DOW CHEMICAL CO 400,000 425,860 416,124 11,012 7.0611 9.3500 3/15/2002 PBOB
283695AZ7 EL PASO NATRL GAS CO DEB 10,000,000 12,027,589 11,794,800 397,708 6.8610 8.6250 1/15/2022 PBOB
29158*AA7 NIAGARA MOHAWK PWR CORP 1,653,762 1,653,762 2,382,806 13,781 12.5000 12.5000 9/7/2010 PROB
29158*AA7 NIAGARA MOHAWK PWR CORP 1,254,612 1,254,612 1,807,695 10,455 12.5000 12.5000 9/7/2010 PROB
29244VAA4 EMPRESA ELECTRICA PEHUENCHE 2,500,000 2,495,259 2,311,650 30,417 7.3519 7.3000 5/1/2003 PBOB
293561AN6 ENRON CORP DEB 2,200,000 2,239,017 2,376,506 9,289 8.6829 9.5000 6/15/2001 PBOB
293561AQ9 ENRON CORP DEB 3,000,000 3,116,557 3,336,480 68,438 8.0280 9.1250 4/1/2003 PBOB
293561AQ9 ENRON CORP DEB 3,000,000 3,122,052 3,336,480 68,438 7.9776 9.1250 4/1/2003 PBOB
29379#AC2 ENTERPRISE RENT-A-CAR CO 2,501,333 2,501,333 2,557,588 78,150 7.2100 7.2100 7/25/2003 PROB
29477@AF8 ENTERPRISE RENT-A-CAR CO 20,000,000 20,000,000 22,036,200 794,267 8.8800 8.8800 7/20/2004 PROB
297425A#7 ESTERLINE TECHNOLOGIES CORP 5,714,285 5,714,286 6,100,056 209,722 8.7500 8.7500 7/30/2002 PROB
298785CB0 EUROPEAN INVT BANK NTS 1,500,000 1,534,909 1,620,525 37,969 8.6633 10.1250 10/1/2000 PBOB
302150AT4 EXPORT DEVELOPMENT CORP 7,326,317 7,326,317 7,395,038 111,775 5.9700 5.9700 3/29/2009 PROB
302150BP1 EXPORT DEVELOPMENT CORP 3,038,184 3,038,184 3,229,012 1,724 6.8100 6.8100 6/28/2010 PBOB
30249QAB6 PMC CORP 7,000,000 7,016,707 7,054,180 82,715 7.1283 7.2100 5/2/2002 PBOB
31283GC39 FHLMC 30 YR CONV GOLD G00090 1,247,592 1,241,905 1,283,460 7,797 7.5530 7.5000 12/1/2012 MBS
31283GX77 FHLMC 30 YR CONV GOLD G00702 500,851 513,291 514,309 3,130 7.2924 7.5000 5/1/2027 MBS
31283JZY0 FHLMC 15 YR CONV GOLD G10759 10,617,432 10,872,088 10,919,286 66,359 7.2253 7.5000 11/1/2012 MBS
3128FQCN0 FHLMC 30 YR CONV GOLD D80977 687,139 704,208 705,602 4,295 7.2928 7.5000 7/1/2027 MBS
3128FQCN0 FHLMC 30 YR CONV GOLD D80977 687,139 704,208 705,602 4,295 7.2928 7.5000 7/1/2027 MBS
3128FQCN0 FHLMC 30 YR CONV GOLD D80977 630,534 646,197 647,476 3,941 7.2928 7.5000 7/1/2027 MBS
3128FQCN0 FHLMC 30 YR CONV GOLD D80977 687,139 704,208 705,602 4,295 7.2928 7.5000 7/1/2027 MBS
3128FQCN0 FHLMC 30 YR CONV GOLD D80977 687,139 704,208 705,602 4,295 7.2928 7.5000 7/1/2027 MBS
</TABLE>
Page 5 of 26
<PAGE> 313
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3128FQCN0 FHLMC 30 YR CONV GOLD D80977 687,139 704,208 705,602 4,295 7.2928 7.5000 7/1/2027 MBS
3128FQCN0 FHLMC 30 YR CONV GOLD D80977 687,139 704,208 705,602 4,295 7.2928 7.5000 7/1/2027 MBS
3128FQCN0 FHLMC 30 YR CONV GOLD D80977 687,139 704,208 705,602 4,295 7.2928 7.5000 7/1/2027 MBS
3128FQCN0 FHLMC 30 YR CONV GOLD D80977 687,139 704,208 705,602 4,295 7.2928 7.5000 7/1/2027 MBS
3128FQCN0 FHLMC 30 YR CONV GOLD D80977 687,139 704,208 705,602 4,295 7.2928 7.5000 7/1/2027 MBS
3128FSL55 FHLMC 30 YR CONV GOLD D83048 3,630,748 3,692,429 3,728,306 22,692 7.3577 7.5000 10/1/2027 MBS
312905FG2 FHLMC 1053-G 3,129,639 3,178,374 3,182,405 18,256 6.8632 7.0000 3/15/2021 CMO
312905FG2 FHLMC 1053-G 2,315,932 2,343,560 2,354,979 13,510 6.8949 7.0000 3/15/2021 CMO
312907E46 FHLMC 1169 D 6,729,453 6,745,055 6,764,648 39,255 6.9795 7.0000 5/15/2021 CMO
312908RG3 FHLMC 1207-K 5,900,000 5,934,277 5,967,319 33,188 6.6995 6.7500 1/15/2021 CMO
31290KYP8 FEDERAL HOME LOAN MORTGA555218 5,321,140 5,423,422 5,667,812 39,909 8.8035 9.0000 7/1/2021 MBS
312911Z94 FHLMC CMO SERS 1360 CL PQ PAC 16,166,000 16,043,426 16,147,409 80,830 6.0674 6.0000 12/15/2017 CMO
312916ZN2 FHLMC 1562-B 10,000,000 10,058,660 10,108,400 58,333 6.9463 7.0000 7/15/2019 CMO
31292GTL0 FHLMC 30 YR CONV GOLD C00555 3,507,691 3,567,282 3,601,943 21,923 7.3577 7.5000 10/1/2027 MBS
31292GVL7 FHLMC 30 YR CONV GOLD C00619 798,634 818,480 820,093 4,991 7.2944 7.5000 5/1/2028 MBS
31292GVL7 FHLMC 30 YR CONV GOLD C00619 798,634 818,480 820,093 4,991 7.2944 7.5000 5/1/2028 MBS
31292GVL7 FHLMC 30 YR CONV GOLD C00619 798,634 818,480 820,093 4,991 7.2944 7.5000 5/1/2028 MBS
31292GVL7 FHLMC 30 YR CONV GOLD C00619 798,634 818,480 820,093 4,991 7.2944 7.5000 5/1/2028 MBS
31292GVL7 FHLMC 30 YR CONV GOLD C00619 285,469 292,563 293,140 1,784 7.2944 7.5000 5/1/2028 MBS
31293EUU2 FHLMC 30 YR CONV GOLD C18895 15,000,000 15,079,637 15,107,700 81,250 6.4599 6.5000 12/1/2028 MBS
313309AH9 FEDERAL EXPRESS CORP 5,000,000 5,301,457 5,537,350 123,438 7.7415 9.8750 4/1/2002 PBOB
313309AH9 FEDERAL EXPRESS CORP 5,000,000 5,242,861 5,537,350 123,438 8.1440 9.8750 4/1/2002 PBOB
313309AH9 FEDERAL EXPRESS CORP 2,500,000 2,622,731 2,768,675 61,719 8.1260 9.8750 4/1/2002 PBOB
31331FAN1 FEDERAL EXPRESS CO 2,350,585 2,428,914 2,393,718 83,099 6.5885 7.1100 1/2/2014 PBOB
31331FAN1 FEDERAL EXPRESS CO 2,817,984 2,723,735 2,869,694 99,623 7.6623 7.1100 1/2/2014 PBOB
31335KHK5 FHLMC 15 YR CONV GOLD E20234 4,491,910 4,402,137 4,518,547 22,460 6.2337 6.0000 4/1/2011 MBS
3133T0AW4 FHLMC 1541 HC CMO 19,793,796 18,415,179 19,404,056 154,375 10.1353 9.3590 10/15/2022 CMO
313401VV0 FEDERAL HOME LOAN MORTGA170193 887,903 866,888 945,679 6,659 9.2728 9.0000 9/1/2016 MBS
31340MSF3 FEDERAL HOME LOAN MORTGA181418 875,507 854,472 921,900 6,566 9.3375 9.0000 10/1/2010 MBS
31358F4E6 FNMA 91 CMO SERS 21 CL J 3,174,555 3,203,260 3,244,395 18,518 6.9202 7.0000 3/25/2021 CMO
31358PX28 FNMA 1992-151 G 11,098,762 11,015,087 11,078,229 55,494 6.1270 6.0000 5/25/2006 CMO
31359AJQ3 FNR 1993-82 SG 3,867,155 3,847,618 3,894,960 7,517 11.7259 11.6630 5/25/2023 CMO
31359EQL8 FNR CMO SERS X-188A CL QZ 10,037,609 9,563,038 10,052,264 50,188 6.6573 6.0000 10/25/2008 CMO
31359MAW3 FNMA DEB 10,000,000 9,842,377 10,362,500 92,667 7.2161 6.9500 11/13/2006 PBOB
31359RPM8 FNR 1997-89 CL D 10,000,000 9,546,847 9,995,800 47,917 6.2846 5.7500 2/20/2011 CMO
3136022K9 FNR 89-66 J 3,000,000 3,026,751 3,076,500 17,500 6.9189 7.0000 9/25/2019 CMO
313615HB5 FEDERAL NATIONAL MORTGAG050626 3,326,882 3,454,315 3,454,767 22,179 7.6493 8.0000 9/1/2022 MBS
313615KC9 FNMA 15 YR CONVTL 50691 5,239,249 5,330,197 5,341,205 30,562 6.7439 7.0000 2/1/2008 MBS
313615KL9 FEDERAL NATIONAL MORTGAG050699 4,061,312 4,217,692 4,213,611 27,075 7.6500 8.0000 3/1/2023 MBS
31362TCF8 FEDERAL NATIONAL MORTGAG070270 111,593 120,020 120,050 930 9.1404 10.0000 11/1/2016 MBS
31362TND1 FEDERAL NATIONAL MORTGAG070588 5,203,007 5,114,820 5,427,413 34,687 8.1777 8.0000 8/1/2017 MBS
31362TND1 FEDERAL NATIONAL MORTGAG070588 1,284,693 1,263,813 1,340,102 8,565 8.1703 8.0000 8/1/2017 MBS
31364A6J6 FNMA MTN 8,000,000 9,241,279 10,634,960 314,640 6.9789 8.2800 1/10/2025 PBOB
31364ABP6 FNMA MTN 17,000,000 22,419,162 23,930,220 610,111 6.5110 9.5000 7/1/2017 PBOB
31364BCH1 FNMA NTS 8,000,000 8,388,283 8,260,000 96,569 6.8052 7.7600 5/5/2005 PBOB
31364BZM5 FNMA NTS 10,000,000 10,035,726 10,359,400 199,475 7.0460 7.1100 3/20/2006 PBOB
31364C6E3 FNMA MTN 10,000,000 10,000,000 10,907,800 234,222 6.8000 6.8000 8/27/2012 PBOB
31364C6E3 FNMA MTN 10,000,000 10,014,806 10,907,800 234,222 6.7832 6.8000 8/27/2012 PBOB
31364C7C6 FNMA MTN 10,000,000 10,017,766 11,031,200 224,267 6.9397 6.9600 9/5/2012 PBOB
31364CA40 FNMA MTN 10,000,000 10,321,924 11,028,100 174,000 6.4508 6.9600 4/2/2007 PBOB
31364CCG1 FNMA MTN 15,000,000 14,998,126 15,656,250 176,900 7.3222 7.3200 5/3/2006 PBOB
31364FAS0 FNMA MTN 10,000,000 10,116,713 11,010,900 200,200 6.7978 6.9300 9/17/2012 PBOB
31364FDB4 FNMA MTN 10,000,000 9,992,203 10,176,600 153,900 6.8520 6.8400 10/10/2007 PBOB
31364MS98 FNMA 30 YR CONVTL 111344 88,383 90,606 88,398 552 7.2081 7.5000 7/1/2012 MBS
31365DS22 FNMA 30 YR CONVTL 124837 172,832 186,409 185,729 1,440 9.1771 10.0000 11/1/2021 MBS
31365DS22 FNMA 30 YR CONVTL 124837 172,832 186,409 185,729 1,440 9.1771 10.0000 11/1/2021 MBS
31365DS22 FNMA 30 YR CONVTL 124837 172,832 186,409 185,729 1,440 9.1771 10.0000 11/1/2021 MBS
31365DS22 FNMA 30 YR CONVTL 124837 172,832 186,409 185,729 1,440 9.1771 10.0000 11/1/2021 MBS
31365DS22 FNMA 30 YR CONVTL 124837 172,832 186,409 185,729 1,440 9.1771 10.0000 11/1/2021 MBS
31365DS22 FNMA 30 YR CONVTL 124837 172,832 186,409 185,729 1,440 9.1771 10.0000 11/1/2021 MBS
31365DS22 FNMA 30 YR CONVTL 124837 155,549 167,768 167,156 1,296 9.1771 10.0000 11/1/2021 MBS
</TABLE>
Page 6 of 26
<PAGE> 314
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31365EJ20 FNMA 30 YR CONVTL 125481 100,812 103,423 103,552 630 7.2835 7.5000 4/1/2027 MBS
31365EJV6 FNMA 30 YR CONVTL 125476 276,711 283,878 284,318 1,729 7.2832 7.5000 2/1/2027 MBS
31369QKA9 FEDERAL NATIONAL MORTGAG217289 522,084 524,937 532,688 3,045 6.9534 7.0000 6/1/2023 MBS
31369R3V0 FEDERAL NATIONAL MORTGAG218712 65,457 65,816 66,786 382 6.9534 7.0000 6/1/2023 MBS
31369REY2 FEDERAL NATIONAL MORTGAG218051 416,527 418,782 424,987 2,430 6.9539 7.0000 6/1/2023 MBS
31369REY2 FEDERAL NATIONAL MORTGAG218051 44,784 45,027 45,694 261 6.9539 7.0000 6/1/2023 MBS
31369REY2 FEDERAL NATIONAL MORTGAG218051 319,485 321,214 325,974 1,864 6.9539 7.0000 6/1/2023 MBS
31369RGK0 FEDERAL NATIONAL MORTGAG218102 707,219 711,093 721,583 4,125 6.9533 7.0000 6/1/2023 MBS
31369RGK0 FEDERAL NATIONAL MORTGAG218102 386,638 388,756 394,491 2,255 6.9533 7.0000 6/1/2023 MBS
31369RQW3 FEDERAL NATIONAL MORTGAG218369 301,512 303,163 307,636 1,759 6.9534 7.0000 6/1/2023 MBS
31369RRC6 FEDERAL NATIONAL MORTGAG218383 500,486 503,219 510,651 2,920 6.9534 7.0000 5/1/2023 MBS
31369RRC6 FEDERAL NATIONAL MORTGAG218383 265,257 266,706 270,644 1,547 6.9534 7.0000 5/1/2023 MBS
31369RRE2 FEDERAL NATIONAL MORTGAG218385 627,274 630,691 640,014 3,659 6.9535 7.0000 5/1/2023 MBS
31369SAN8 FEDERAL NATIONAL MORTGAG218813 640,080 643,464 653,080 3,734 6.9549 7.0000 6/1/2023 MBS
31369SF45 FEDERAL NATIONAL MORTGAG218987 576,920 580,075 588,637 3,365 6.9534 7.0000 6/1/2023 MBS
31369SF45 FEDERAL NATIONAL MORTGAG218987 646,422 649,957 659,551 3,771 6.9534 7.0000 6/1/2023 MBS
31369SF45 FEDERAL NATIONAL MORTGAG218987 25,857 25,998 26,382 151 6.9534 7.0000 6/1/2023 MBS
31369SF45 FEDERAL NATIONAL MORTGAG218987 19,392 19,499 19,786 113 6.9534 7.0000 6/1/2023 MBS
31369SG28 FEDERAL NATIONAL MORTGAG219017 849,497 854,149 866,750 4,955 6.9533 7.0000 6/1/2023 MBS
31369SGD4 FEDERAL NATIONAL MORTGAG218996 448,097 450,550 457,198 2,614 6.9534 7.0000 6/1/2023 MBS
31369SRU4 FEDERAL NATIONAL MORTGAG219299 141,610 142,385 144,486 826 6.9534 7.0000 6/1/2023 MBS
31369SRU4 FEDERAL NATIONAL MORTGAG219299 285,677 287,240 291,479 1,666 6.9534 7.0000 6/1/2023 MBS
31369T2W5 FEDERAL NATIONAL MORTGAG220489 649,391 652,946 662,580 3,788 6.9534 7.0000 6/1/2023 MBS
31369TFN1 FEDERAL NATIONAL MORTGAG219873 738,972 743,009 753,981 4,311 6.9535 7.0000 6/1/2023 MBS
31369TFN1 FEDERAL NATIONAL MORTGAG219873 709,413 713,289 723,821 4,138 6.9535 7.0000 6/1/2023 MBS
31369TJ98 FEDERAL NATIONAL MORTGAG219988 748,652 752,753 763,857 4,367 6.9533 7.0000 6/1/2023 MBS
31369TKA3 FEDERAL NATIONAL MORTGAG219989 788,019 792,328 804,024 4,597 6.9534 7.0000 6/1/2023 MBS
31369TKG0 FEDERAL NATIONAL MORTGAG219995 771,118 775,347 786,779 4,498 6.9533 7.0000 6/1/2023 MBS
31369UB85 FEDERAL NATIONAL MORTGAG220663 601,248 604,529 613,459 3,507 6.9535 7.0000 6/1/2023 MBS
31369UB93 FEDERAL NATIONAL MORTGAG220664 514,143 516,957 524,585 2,999 6.9534 7.0000 6/1/2023 MBS
31369UTC7 FNMA 30 YR CONVTL 221147 460,420 462,927 469,771 2,686 6.9536 7.0000 6/1/2023 MBS
31369VGL9 FEDERAL NATIONAL MORTGAG221703 803,050 807,458 819,360 4,684 6.9532 7.0000 6/1/2023 MBS
31371EYX7 FNMA 30 YR CONVTL 250126 87,444 89,663 89,848 547 7.2811 7.5000 8/1/2024 MBS
31371EYX7 FNMA 30 YR CONVTL 250126 28,450 29,172 29,232 178 7.2811 7.5000 8/1/2024 MBS
31371F3K6 FNMA 30 YR CONVTL 251102 3,581,043 3,676,562 3,749,997 25,366 8.2563 8.5000 6/1/2027 MBS
31371F3Y6 FNMA 30 YR CONVTL 251115 51,189 52,515 52,580 320 7.2843 7.5000 8/1/2027 MBS
31371FA51 FNMA 30 YR CONVTL 250328 319,514 324,453 326,003 1,864 6.8731 7.0000 7/1/2025 MBS
31371FBN1 FNMA 30 YR CONVTL 250345 560,430 569,094 571,812 3,269 6.8734 7.0000 9/1/2025 MBS
31371FDL3 FNMA 30 YR CONVTL 250407 505,355 513,167 515,619 2,948 6.8733 7.0000 8/1/2025 MBS
31371FGT3 FNMA 30 YR CONVTL 250510 105,239 106,866 107,376 614 6.8738 7.0000 12/1/2025 MBS
31371FH54 FNMA 30 YR CONVTL 250552 377,336 387,109 387,709 2,358 7.2814 7.5000 5/1/2026 MBS
31371FKS0 FNMA 30 YR CONVTL 250605 343,216 348,521 350,187 2,002 6.8743 7.0000 4/1/2026 MBS
31371FLW0 FNMA 30 YR CONVTL 250641 635,321 651,775 652,786 3,971 7.2820 7.5000 8/1/2026 MBS
31371FNS7 FNMA 30 YR CONVTL 250701 269,681 276,666 277,095 1,686 7.2824 7.5000 10/1/2026 MBS
31371FPV8 FNMA 30 YR CONVTL 250736 281,524 288,816 289,263 1,760 7.2826 7.5000 11/1/2026 MBS
31371FRU8 FNMA 30 YR CONVTL 250799 517,526 530,930 531,753 3,235 7.2830 7.5000 1/1/2027 MBS
31371FTK8 FNMA 30 YR CONVTL 250854 653,710 670,307 671,478 4,086 7.2874 7.5000 2/1/2027 MBS
31371FUJ9 FNMA 30 YR CONVTL 250885 57,031 58,509 58,581 356 7.2835 7.5000 4/1/2027 MBS
31371FX56 FNMA 30 YR CONVTL 251000 407,429 417,982 418,629 2,546 7.2824 7.5000 10/1/2026 MBS
31371FXT4 FNMA 30 YR CONVTL 250990 682,438 700,114 700,987 4,265 7.2841 7.5000 7/1/2027 MBS
31371G7G9 FNMA 30 YR CONVTL 252095 49,323 50,601 50,664 308 7.2867 7.5000 10/1/2028 MBS
31371G7G9 FNMA 30 YR CONVTL 252095 801,755 822,524 823,547 5,011 7.2867 7.5000 10/1/2028 MBS
31371GC99 FNMA 30 YR CONVTL 251296 69,658 71,459 71,574 435 7.2475 7.5000 10/1/2017 MBS
31371GDB3 FNMA 30 YR CONVTL 251298 32,514 33,357 33,398 203 7.2848 7.5000 11/1/2027 MBS
31371GDB3 FNMA 30 YR CONVTL 251298 115,050 118,030 118,177 719 7.2848 7.5000 11/1/2027 MBS
31371GDB3 FNMA 30 YR CONVTL 251298 828,381 849,839 850,896 5,177 7.2848 7.5000 11/1/2027 MBS
31371GGT1 FNMA 30 YR CONVTL 251410 461,298 473,247 473,836 2,883 7.2852 7.5000 1/1/2028 MBS
31371GKM1 FNMA 30 YR CONVTL 251500 58,469 59,984 60,058 365 7.2853 7.5000 2/1/2028 MBS
31371GKM1 FNMA 30 YR CONVTL 251500 559,300 573,788 574,502 3,496 7.2853 7.5000 2/1/2028 MBS
31371GZ86 FNMA 30 YR CONVTL 251967 973,948 971,221 980,337 5,276 6.5214 6.5000 8/1/2028 MBS
31371HB64 FNMA 30 YR CONVTL 252161 379,451 376,019 374,469 1,897 6.0657 6.0000 11/1/2028 MBS
</TABLE>
Page 7 of 26
<PAGE> 315
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31371HB64 FNMA 30 YR CONVTL 252161 728,611 722,019 719,044 3,643 6.0657 6.0000 11/1/2028 MBS
31371HB64 FNMA 30 YR CONVTL 252161 1,008,238 999,116 995,000 5,041 6.0657 6.0000 11/1/2028 MBS
31371HB64 FNMA 30 YR CONVTL 252161 1,008,238 999,116 995,000 5,041 6.0657 6.0000 11/1/2028 MBS
31371HB64 FNMA 30 YR CONVTL 252161 486,565 482,163 480,176 2,433 6.0657 6.0000 11/1/2028 MBS
31371HB64 FNMA 30 YR CONVTL 252161 1,008,238 999,116 995,000 5,041 6.0657 6.0000 11/1/2028 MBS
31371HB64 FNMA 30 YR CONVTL 252161 1,008,238 999,116 995,000 5,041 6.0657 6.0000 11/1/2028 MBS
31371HB64 FNMA 30 YR CONVTL 252161 1,008,238 999,116 995,000 5,041 6.0657 6.0000 11/1/2028 MBS
31371HB64 FNMA 30 YR CONVTL 252161 1,008,238 999,116 995,000 5,041 6.0657 6.0000 11/1/2028 MBS
31371HB64 FNMA 30 YR CONVTL 252161 528,960 524,175 522,015 2,645 6.0657 6.0000 11/1/2028 MBS
31371HER5 FNMA 30 YR CONVTL 252244 378,750 384,605 386,325 2,209 6.8780 7.0000 12/1/2028 MBS
31372KCT5 FNMA 30 YR CONVTL 274682 234,415 238,844 245,547 1,660 8.3212 8.5000 7/1/2024 MBS
31372KCT5 FNMA 30 YR CONVTL 274682 302,012 307,719 316,355 2,139 8.3212 8.5000 7/1/2024 MBS
31372KCT5 FNMA 30 YR CONVTL 274682 153,642 156,546 160,938 1,088 8.3212 8.5000 7/1/2024 MBS
31372KCT5 FNMA 30 YR CONVTL 274682 243,416 248,016 254,976 1,724 8.3212 8.5000 7/1/2024 MBS
31372KCT5 FNMA 30 YR CONVTL 274682 302,012 307,719 316,355 2,139 8.3212 8.5000 7/1/2024 MBS
31372XYS5 FNMA 30 YR CONVTL 286121 511,385 519,289 521,771 2,983 6.8712 7.0000 6/1/2024 MBS
31372YYS3 FNMA 30 YR CONVTL 287021 149,629 153,425 153,742 935 7.2809 7.5000 7/1/2024 MBS
31373TT83 FNMA 30 YR CONVTL 303075 9,887,608 9,955,411 9,961,765 53,558 6.4454 6.5000 11/1/2024 MBS
31373TXG0 FNMA 30 YR CONVTL 303179 276,761 283,927 284,369 1,730 7.2781 7.5000 2/1/2025 MBS
31373UBT3 FNMA 30 YR CONVTL 303450 373,464 379,237 381,049 2,179 6.8733 7.0000 8/1/2025 MBS
31373V2Q7 FNMA 30 YR CONVTL 305083 87,477 88,829 89,254 510 6.8731 7.0000 7/1/2025 MBS
31373YB32 FNMA 30 YR CONVTL 307058 338,702 343,938 345,581 1,976 6.8733 7.0000 8/1/2025 MBS
31374F2P3 FNMA 30 YR CONVTL 313182 236,224 242,342 242,718 1,476 7.2824 7.5000 10/1/2026 MBS
31374F2P3 FNMA 30 YR CONVTL 313182 353,342 362,494 363,055 2,208 7.2824 7.5000 10/1/2026 MBS
31374F5C9 FNMA 30 YR CONVTL 313243 5,459,979 5,595,438 5,717,581 38,675 8.2720 8.5000 12/1/2026 MBS
31374F5C9 FNMA 30 YR CONVTL 313243 2,113,013 2,165,436 2,212,705 14,967 8.2720 8.5000 12/1/2026 MBS
31374F5W5 FNMA 30 YR CONVTL 313261 529,035 537,214 539,780 3,086 6.8753 7.0000 12/1/2026 MBS
31374F6L8 FNMA 30 YR CONVTL 313275 396,938 407,218 407,850 2,481 7.2812 7.5000 4/1/2026 MBS
31374FUX5 FNMA 30 YR CONVTL 312998 85,431 86,752 87,166 498 6.8731 7.0000 7/1/2025 MBS
31374GDT1 FNMA 30 YR CONVTL 313414 100,060 101,608 102,061 584 6.8756 7.0000 2/1/2027 MBS
31374GGS0 FNMA 30 YR CONVTL 313509 108,144 109,817 110,340 631 6.8759 7.0000 5/1/2027 MBS
31374GSY4 FNMA 30 YR CONVTL 313835 749,558 768,974 769,931 4,685 7.2848 7.5000 11/1/2027 MBS
31374GSY4 FNMA 30 YR CONVTL 313835 678,514 696,090 696,956 4,241 7.2848 7.5000 11/1/2027 MBS
31374GTJ6 FNMA 30 YR CONVTL 313853 54,218 55,623 55,692 339 7.2848 7.5000 11/1/2027 MBS
31374JD65 FNMA 30 YR CONVTL 315225 107,590 102,504 108,362 583 6.8927 6.5000 10/1/2024 MBS
31374JNX5 FNMA 30 YR CONVTL 315506 93,118 94,558 95,009 543 6.8733 7.0000 8/1/2025 MBS
31374JW56 FNMA 30 YR CONVTL 315768 83,703 85,871 86,004 523 7.2795 7.5000 8/1/2025 MBS
31374KLV8 FNMA 30 YR CONVTL 316340 347,225 352,593 354,277 2,025 6.8731 7.0000 7/1/2025 MBS
31374L2Y1 FNMA 30 YR CONVTL 317691 376,211 382,026 383,852 2,195 6.8733 7.0000 8/1/2025 MBS
31374LCH7 FNMA 30 YR CONVTL 316972 308,216 316,198 316,689 1,926 7.2793 7.5000 7/1/2025 MBS
31374LXU5 FNMA 30 YR CONVTL 317591 597,551 606,788 609,687 3,486 6.8733 7.0000 8/1/2025 MBS
31374MPL2 FNMA 30 YR CONVTL 318227 97,942 99,457 99,931 571 6.8733 7.0000 8/1/2025 MBS
31374MUD4 FNMA 30 YR CONVTL 318380 108,525 110,203 110,729 633 6.8734 7.0000 9/1/2025 MBS
31374N6R8 FNMA 30 YR CONVTL 319580 550,929 559,445 562,118 3,214 6.8733 7.0000 8/1/2025 MBS
31374NA93 FNMA 30 YR CONVTL 318732 555,473 564,059 566,755 3,240 6.8733 7.0000 8/1/2025 MBS
31374NC67 FNMA 30 YR CONVTL 318793 562,795 571,495 574,225 3,283 6.8733 7.0000 8/1/2025 MBS
31374NJA1 FNMA 30 YR CONVTL 318957 332,994 338,142 339,757 1,942 6.8733 7.0000 8/1/2025 MBS
31374PE86 FNMA 30 YR CONVTL 319759 328,508 333,586 335,180 1,916 6.8733 7.0000 8/1/2025 MBS
31374PRW9 FNMA 30 YR CONVTL 320101 98,037 99,553 100,028 572 6.8734 7.0000 9/1/2025 MBS
31374S5U1 FNMA 30 YR CONVTL 323159 8,557,687 8,795,010 8,790,285 53,486 7.2709 7.5000 4/1/2028 MBS
31374SBN0 FNMA 30 YR CONVTL 322345 200,129 205,311 205,631 1,251 7.2797 7.5000 9/1/2025 MBS
31374URV0 FNMA 30 YR CONVTL 324600 98,176 99,694 100,170 573 6.8734 7.0000 9/1/2025 MBS
31374UTE6 FNMA 30 YR CONVTL 324649 80,534 81,779 82,170 470 6.8734 7.0000 9/1/2025 MBS
31374VME1 FNMA 30 YR CONVTL 325357 47,080 48,300 48,374 294 7.2806 7.5000 1/1/2026 MBS
31374W5G3 FNMA 30 YR CONVTL 326747 83,288 84,575 84,980 486 6.8738 7.0000 12/1/2025 MBS
31374WHD7 FNMA 30 YR CONVTL 326128 91,086 92,494 92,936 531 6.8734 7.0000 9/1/2025 MBS
31374XC24 FNMA 30 YR CONVTL 326889 228,850 234,658 235,141 1,430 7.2842 7.5000 10/1/2025 MBS
31374YVK1 FNMA 30 YR CONVTL 328318 324,627 329,646 331,220 1,894 6.8737 7.0000 11/1/2025 MBS
31375B6W2 FNMA 30 YR CONVTL 330385 2,501,125 2,690,244 2,658,221 18,758 8.2710 9.0000 9/1/2022 MBS
31375CAV7 FNMA 30 YR CONVTL 330420 552,207 560,743 563,422 3,221 6.8737 7.0000 11/1/2025 MBS
31375DKK8 FNMA 30 YR CONVTL 331598 299,559 304,190 305,643 1,747 6.8739 7.0000 1/1/2026 MBS
</TABLE>
Page 8 of 26
<PAGE> 316
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31375FZT8 FNMA 30 YR CONVTL 333854 371,015 376,751 378,550 2,164 6.8738 7.0000 12/1/2025 MBS
31375FZT8 FNMA 30 YR CONVTL 333854 94,739 96,204 96,663 553 6.8738 7.0000 12/1/2025 MBS
31375GVH6 FNMA 30 YR CONVTL 334616 296,219 303,888 304,362 1,851 7.2742 7.5000 10/1/2023 MBS
31375KJ40 FNMA 30 YR CONVTL 336983 173,394 177,795 178,161 1,084 7.2850 7.5000 2/1/2026 MBS
31375KYR2 FNMA 30 YR CONVTL 337420 90,899 93,253 93,398 568 7.2808 7.5000 2/1/2026 MBS
31375L2S3 FNMA 30 YR CONVTL 338385 461,367 473,315 474,050 2,884 7.2812 7.5000 4/1/2026 MBS
31375L6C4 FNMA 30 YR CONVTL 338467 315,344 323,511 324,013 1,971 7.2814 7.5000 5/1/2026 MBS
31375PU38 FNMA 30 YR CONVTL 340902 776,275 732,126 782,097 4,205 6.9750 6.5000 12/1/2024 MBS
31375PU38 FNMA 30 YR CONVTL 340902 776,275 732,126 782,097 4,205 6.9750 6.5000 12/1/2024 MBS
31375PU38 FNMA 30 YR CONVTL 340902 776,275 732,126 782,097 4,205 6.9750 6.5000 12/1/2024 MBS
31375PU38 FNMA 30 YR CONVTL 340902 776,275 732,126 782,097 4,205 6.9750 6.5000 12/1/2024 MBS
31375PU38 FNMA 30 YR CONVTL 340902 776,275 732,126 782,097 4,205 6.9750 6.5000 12/1/2024 MBS
31375PU38 FNMA 30 YR CONVTL 340902 776,275 732,126 782,097 4,205 6.9750 6.5000 12/1/2024 MBS
31375PU38 FNMA 30 YR CONVTL 340902 776,275 732,126 782,097 4,205 6.9750 6.5000 12/1/2024 MBS
31375PU38 FNMA 30 YR CONVTL 340902 776,275 732,126 782,097 4,205 6.9750 6.5000 12/1/2024 MBS
31375PU38 FNMA 30 YR CONVTL 340902 776,275 732,126 782,097 4,205 6.9750 6.5000 12/1/2024 MBS
31375PU38 FNMA 30 YR CONVTL 340902 388,137 366,062 391,048 2,102 6.9750 6.5000 12/1/2024 MBS
31375QMP6 FNMA 30 YR CONVTL 341566 358,160 363,697 365,434 2,089 6.8742 7.0000 3/1/2026 MBS
31375QU85 FNMA 30 YR CONVTL 341807 544,343 515,958 548,083 2,949 6.9260 6.5000 4/1/2026 MBS
31375QU85 FNMA 30 YR CONVTL 341807 116,577 110,499 117,378 631 6.9260 6.5000 4/1/2026 MBS
31375QU85 FNMA 30 YR CONVTL 341807 105,534 100,031 106,259 572 6.9260 6.5000 4/1/2026 MBS
31375QU85 FNMA 30 YR CONVTL 341807 548,024 519,447 551,789 2,968 6.9260 6.5000 4/1/2026 MBS
31375QU85 FNMA 30 YR CONVTL 341807 112,896 107,009 113,672 612 6.9260 6.5000 4/1/2026 MBS
31375QU85 FNMA 30 YR CONVTL 341807 105,534 100,031 106,259 572 6.9260 6.5000 4/1/2026 MBS
31375QU85 FNMA 30 YR CONVTL 341807 214,607 203,416 216,081 1,162 6.9260 6.5000 4/1/2026 MBS
31375RMG4 FNMA 30 YR CONVTL 342459 529,922 538,114 540,685 3,091 6.8743 7.0000 4/1/2026 MBS
31375VE90 FNMA 30 YR CONVTL 345860 326,206 334,655 335,173 2,039 7.2822 7.5000 9/1/2026 MBS
31375W4N8 FNMA 30 YR CONVTL 347429 80,448 81,692 82,082 469 6.8746 7.0000 6/1/2026 MBS
31375XT41 FNMA 30 YR CONVTL 348071 43,236 44,356 44,425 270 7.2818 7.5000 7/1/2026 MBS
31376ABH0 FNMA 30 YR CONVTL 349340 674,725 692,200 693,273 4,217 7.2816 7.5000 6/1/2026 MBS
31376AYM4 FNMA 30 YR CONVTL 350016 801,399 822,154 823,429 5,009 7.2822 7.5000 9/1/2026 MBS
31376AYM4 FNMA 30 YR CONVTL 350016 572,172 586,991 587,901 3,576 7.2822 7.5000 9/1/2026 MBS
31376BZN9 FNMA 30 YR CONVTL 350949 70,864 72,700 72,812 443 7.2818 7.5000 7/1/2026 MBS
31376CUT9 FNMA 30 YR CONVTL 351694 248,133 254,560 254,954 1,551 7.2826 7.5000 11/1/2026 MBS
31376CVN1 FNMA 30 YR CONVTL 351721 95,533 98,008 98,130 597 7.2832 7.5000 2/1/2027 MBS
31376D2H4 FNMA 30 YR CONVTL 352776 476,162 488,494 489,252 2,976 7.2818 7.5000 7/1/2026 MBS
31376E4B3 FNMA 30 YR CONVTL 353718 52,537 53,898 53,981 328 7.2820 7.5000 8/1/2026 MBS
31376F7C5 FNMA 30 YR CONVTL 354691 208,393 213,791 214,122 1,302 7.2826 7.5000 11/1/2026 MBS
31376FF69 FNMA 30 YR CONVTL 353989 156,944 161,009 161,258 981 7.2820 7.5000 8/1/2026 MBS
31376GU52 FNMA 30 YR CONVTL 355304 158,897 163,013 163,265 993 7.2822 7.5000 9/1/2026 MBS
31376H2R3 FNMA 30 YR CONVTL 356384 362,927 368,537 370,298 2,117 6.8755 7.0000 1/1/2027 MBS
31376JGN3 FNMA 30 YR CONVTL 356705 513,476 521,414 523,905 2,995 6.8750 7.0000 9/1/2026 MBS
31376K3C8 FNMA 30 YR CONVTL 358195 236,235 242,353 242,729 1,476 7.2822 7.5000 9/1/2026 MBS
31376KVZ6 FNMA 30 YR CONVTL 358032 263,625 270,453 270,872 1,648 7.2822 7.5000 9/1/2026 MBS
31376KW51 FNMA 30 YR CONVTL 358068 296,821 304,509 304,981 1,855 7.2822 7.5000 9/1/2026 MBS
31376KW69 FNMA 30 YR CONVTL 358069 309,391 317,405 317,896 1,934 7.2822 7.5000 9/1/2026 MBS
31376LFC3 FNMA 30 YR CONVTL 358463 85,156 86,473 86,886 497 6.8750 7.0000 9/1/2026 MBS
31376LFW9 FNMA 30 YR CONVTL 358481 572,816 587,358 588,563 3,580 7.2868 7.5000 11/1/2026 MBS
31376NRV4 FNMA 15 YR CONVTL 360600 5,000,000 5,154,933 5,000,000 27,367 6.1284 6.5680 4/1/2008 MBS
31376NRV4 FNMA 15 YR CONVTL 360600 10,000,000 10,333,524 10,000,000 54,733 6.0954 6.5680 4/1/2008 MBS
31376P4L6 FNMA 30 YR CONVTL 361827 265,303 272,175 272,514 1,658 7.2832 7.5000 2/1/2027 MBS
31376QBD4 FNMA 30 YR CONVTL 361936 602,922 618,538 619,496 3,768 7.2822 7.5000 9/1/2026 MBS
31376QH48 FNMA 30 YR CONVTL 362151 64,328 65,995 66,096 402 7.2824 7.5000 10/1/2026 MBS
31376RRB9 FNMA 30 YR CONVTL 363282 96,541 99,042 99,195 603 7.2826 7.5000 11/1/2026 MBS
31376STP4 FNMA 30 YR CONVTL 364258 110,256 113,112 113,287 689 7.2830 7.5000 1/1/2027 MBS
31376VM33 FNMA 30 YR CONVTL 366778 223,361 229,146 229,501 1,396 7.2828 7.5000 12/1/2026 MBS
31376VUR1 FNMA 30 YR CONVTL 366992 569,610 578,415 581,002 3,323 6.8759 7.0000 5/1/2027 MBS
31376XZM3 FNMA 30 YR CONVTL 368948 89,376 90,759 91,191 521 6.8755 7.0000 1/1/2027 MBS
31376YAP1 FNMA 30 YR CONVTL 369114 493,560 506,344 506,975 3,085 7.2837 7.5000 5/1/2027 MBS
31376YEU6 FNMA 30 YR CONVTL 369247 107,837 110,630 110,801 674 7.2830 7.5000 1/1/2027 MBS
31376YGV2 FNMA 30 YR CONVTL 369312 349,261 354,660 356,354 2,037 6.8756 7.0000 2/1/2027 MBS
</TABLE>
Page 9 of 26
<PAGE> 317
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31376YLG9 FNMA 30 YR CONVTL 369427 297,101 301,694 303,135 1,733 6.8755 7.0000 1/1/2027 MBS
31376ZML4 FNMA 30 YR CONVTL 370363 338,077 343,304 344,839 1,972 6.8760 7.0000 6/1/2027 MBS
31377DQD6 FNMA 30 YR CONVTL 374052 363,188 372,595 373,172 2,270 7.2833 7.5000 3/1/2027 MBS
31377F4E3 FNMA 30 YR CONVTL 376221 91,565 93,937 94,054 572 7.2835 7.5000 4/1/2027 MBS
31377GLK8 FNMA 30 YR CONVTL 376630 181,958 186,671 186,904 1,137 7.2839 7.5000 6/1/2027 MBS
31377GLK8 FNMA 30 YR CONVTL 376630 378,396 388,197 388,681 2,365 7.2839 7.5000 6/1/2027 MBS
31377GLK8 FNMA 30 YR CONVTL 376630 32,007 32,836 32,877 200 7.2839 7.5000 6/1/2027 MBS
31377GLK8 FNMA 30 YR CONVTL 376630 368,713 378,264 378,735 2,304 7.2839 7.5000 6/1/2027 MBS
31377GN42 FNMA 30 YR CONVTL 376711 533,956 542,210 544,635 3,115 6.8763 7.0000 8/1/2027 MBS
31377GXV1 FNMA 30 YR CONVTL 376992 130,853 134,243 134,410 818 7.2843 7.5000 8/1/2027 MBS
31377H4S8 FNMA 30 YR CONVTL 378033 530,744 544,489 545,334 3,317 7.2820 7.5000 8/1/2026 MBS
31377J7L6 FNMA 30 YR CONVTL 378999 81,886 84,008 84,112 512 7.2837 7.5000 5/1/2027 MBS
31377JDM7 FNMA 30 YR CONVTL 378208 297,311 305,012 305,392 1,858 7.2839 7.5000 6/1/2027 MBS
31377KRV9 FNMA 30 YR CONVTL 379500 41,510 42,586 42,638 259 7.2837 7.5000 5/1/2027 MBS
31377KWV3 FNMA 30 YR CONVTL 379660 427,315 438,384 438,929 2,671 7.2837 7.5000 5/1/2027 MBS
31377KWV3 FNMA 30 YR CONVTL 379660 655,638 672,620 673,458 4,098 7.2837 7.5000 5/1/2027 MBS
31377XKT3 FNMA 30 YR CONVTL 390106 208,521 213,923 214,189 1,303 7.2839 7.5000 6/1/2027 MBS
31377XLL9 FNMA 30 YR CONVTL 390131 434,550 445,806 446,361 2,716 7.2837 7.5000 5/1/2027 MBS
31377XLL9 FNMA 30 YR CONVTL 390131 149,674 153,552 153,742 935 7.2837 7.5000 5/1/2027 MBS
31377XLL9 FNMA 30 YR CONVTL 390131 495,235 508,063 508,695 3,095 7.2837 7.5000 5/1/2027 MBS
31377XQL4 FNMA 30 YR CONVTL 390259 421,570 432,489 433,028 2,635 7.2839 7.5000 6/1/2027 MBS
31377YG74 FNMA 30 YR CONVTL 390922 752,215 771,698 772,660 4,701 7.2839 7.5000 6/1/2027 MBS
31377YG74 FNMA 30 YR CONVTL 390922 349,805 358,866 359,313 2,186 7.2839 7.5000 6/1/2027 MBS
31377Z7J5 FNMA 30 YR CONVTL 392497 68,986 70,773 70,861 431 7.2843 7.5000 8/1/2027 MBS
31378AAN6 FNMA 30 YR CONVTL 392513 542,808 551,199 553,832 3,166 6.8764 7.0000 9/1/2027 MBS
31378AXY7 FNMA 30 YR CONVTL 393195 107,494 110,278 110,416 672 7.2843 7.5000 8/1/2027 MBS
31378B3E2 FNMA 30 YR CONVTL 394197 719,626 738,265 739,185 4,498 7.2841 7.5000 7/1/2027 MBS
31378BGV0 FNMA 30 YR CONVTL 393612 753,620 773,141 774,103 4,710 7.2843 7.5000 8/1/2027 MBS
31378BGV0 FNMA 30 YR CONVTL 393612 405,960 416,475 416,994 2,537 7.2843 7.5000 8/1/2027 MBS
31378C2E1 FNMA 30 YR CONVTL 395073 496,603 509,467 510,101 3,104 7.2845 7.5000 9/1/2027 MBS
31378CGB2 FNMA 30 YR CONVTL 394494 103,992 106,686 106,819 650 7.2845 7.5000 9/1/2027 MBS
31378CHT2 FNMA 30 YR CONVTL 394542 68,318 70,088 70,175 427 7.2841 7.5000 7/1/2027 MBS
31378D4Q0 FNMA 30 YR CONVTL 396031 495,661 508,247 509,133 3,098 7.2888 7.5000 10/1/2027 MBS
31378DEL0 FNMA 30 YR CONVTL 395339 346,315 351,669 353,241 2,020 6.8763 7.0000 8/1/2027 MBS
31378DGX2 FNMA 30 YR CONVTL 395414 105,508 107,140 107,618 615 6.8766 7.0000 11/1/2027 MBS
31378DMH0 FNMA 30 YR CONVTL 395560 175,265 179,805 180,029 1,095 7.2843 7.5000 8/1/2027 MBS
31378DPL8 FNMA 30 YR CONVTL 395627 496,574 504,251 506,505 2,897 6.8766 7.0000 11/1/2027 MBS
31378DPL8 FNMA 30 YR CONVTL 395627 314,790 319,656 321,086 1,836 6.8766 7.0000 11/1/2027 MBS
31378DQH6 FNMA 30 YR CONVTL 395656 77,398 79,404 79,502 484 7.2843 7.5000 8/1/2027 MBS
31378DVG2 FNMA 30 YR CONVTL 395815 582,446 591,451 594,095 3,398 6.8766 7.0000 11/1/2027 MBS
31378DWA4 FNMA 30 YR CONVTL 395841 356,664 365,903 366,358 2,229 7.2850 7.5000 12/1/2027 MBS
31378DWL0 FNMA 30 YR CONVTL 395851 92,934 94,371 94,793 542 6.8767 7.0000 12/1/2027 MBS
31378EBH0 FNMA 30 YR CONVTL 396140 244,361 250,691 251,003 1,527 7.2846 7.5000 10/1/2027 MBS
31378F2T1 FNMA 30 YR CONVTL 397786 68,427 70,200 70,287 428 7.2848 7.5000 11/1/2027 MBS
31378FAV7 FNMA 30 YR CONVTL 397020 360,302 365,872 367,508 2,102 6.8765 7.0000 10/1/2027 MBS
31378FAV7 FNMA 30 YR CONVTL 397020 607,456 616,847 619,605 3,544 6.8765 7.0000 10/1/2027 MBS
31378FBG9 FNMA 30 YR CONVTL 397039 312,003 316,826 318,243 1,820 6.8766 7.0000 11/1/2027 MBS
31378FGZ2 FNMA 30 YR CONVTL 397216 75,999 77,968 78,065 475 7.2843 7.5000 8/1/2027 MBS
31378FQX6 FNMA 30 YR CONVTL 397470 84,074 86,252 86,359 525 7.2845 7.5000 9/1/2027 MBS
31378GRR6 FNMA 30 YR CONVTL 398396 513,722 527,029 527,685 3,211 7.2846 7.5000 10/1/2027 MBS
31378H4G3 FNMA 30 YR CONVTL 399623 728,997 747,880 748,811 4,556 7.2845 7.5000 9/1/2027 MBS
31378HS93 FNMA 30 YR CONVTL 399344 433,586 444,817 445,371 2,710 7.2845 7.5000 9/1/2027 MBS
31378JEZ6 FNMA 30 YR CONVTL 399852 674,790 692,269 693,131 4,217 7.2846 7.5000 10/1/2027 MBS
31378JUG0 FNMA 30 YR CONVTL 400283 100,619 103,226 103,354 629 7.2846 7.5000 10/1/2027 MBS
31378JVM6 FNMA 30 YR CONVTL 400320 587,404 602,619 603,552 3,671 7.2846 7.5000 10/1/2027 MBS
31378K7F5 FNMA 30 YR CONVTL 401494 107,885 110,680 110,817 674 7.2846 7.5000 10/1/2027 MBS
31378KME1 FNMA 30 YR CONVTL 400957 93,569 95,993 96,112 585 7.2846 7.5000 10/1/2027 MBS
31378KSU9 FNMA 30 YR CONVTL 401131 56,191 57,646 57,736 351 7.2816 7.5000 6/1/2026 MBS
31378KYP3 FNMA 30 YR CONVTL 401318 42,618 43,722 43,776 266 7.2846 7.5000 10/1/2027 MBS
31378LGF3 FNMA 30 YR CONVTL 401698 757,614 777,238 778,206 4,735 7.2846 7.5000 10/1/2027 MBS
31378LJR4 FNMA 30 YR CONVTL 401772 154,288 158,285 158,482 964 7.2846 7.5000 10/1/2027 MBS
</TABLE>
Page 10 of 26
<PAGE> 318
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31378LJR4 FNMA 30 YR CONVTL 401772 32,056 32,886 32,927 200 7.2846 7.5000 10/1/2027 MBS
31378LJR4 FNMA 30 YR CONVTL 401772 36,659 37,609 37,655 229 7.2846 7.5000 10/1/2027 MBS
31378LJR4 FNMA 30 YR CONVTL 401772 339,525 348,320 348,753 2,122 7.2846 7.5000 10/1/2027 MBS
31378LJR4 FNMA 30 YR CONVTL 401772 47,168 48,390 48,450 295 7.2846 7.5000 10/1/2027 MBS
31378LJR4 FNMA 30 YR CONVTL 401772 365,537 375,005 375,472 2,285 7.2846 7.5000 10/1/2027 MBS
31378LTD4 FNMA 30 YR CONVTL 402048 79,263 80,489 80,848 462 6.8766 7.0000 11/1/2027 MBS
31378LZT2 FNMA 30 YR CONVTL 402254 338,772 344,009 345,547 1,976 6.8767 7.0000 12/1/2027 MBS
31378NA32 FNMA 30 YR CONVTL 403326 419,139 429,996 430,531 2,620 7.2852 7.5000 1/1/2028 MBS
31378P2U6 FNMA 30 YR CONVTL 404987 8,840,567 9,089,199 9,080,854 55,254 7.2668 7.5000 11/1/2027 MBS
31378PY56 FNMA 30 YR CONVTL 404932 268,222 275,171 275,512 1,676 7.2850 7.5000 12/1/2027 MBS
31378PZQ9 FNMA 30 YR CONVTL 404951 79,829 81,064 81,426 466 6.8767 7.0000 12/1/2027 MBS
31378QC41 FNMA 5YR BALLOON 405191 2,775,366 2,701,993 2,738,925 13,877 6.1970 6.0000 11/1/2027 MBS
31378QF89 FNMA 30 YR CONVTL 405291 716,110 734,659 735,574 4,476 7.2848 7.5000 11/1/2027 MBS
31378QLB5 FNMA 30 YR CONVTL 405422 777,874 798,023 799,017 4,862 7.2848 7.5000 11/1/2027 MBS
31378SU62 FNMA 30 YR CONVTL 407505 493,415 506,196 506,979 3,084 7.2850 7.5000 12/1/2027 MBS
31378SWM5 FNMA 30 YR CONVTL 407552 80,672 82,761 82,890 504 7.2799 7.5000 10/1/2025 MBS
31378SYH4 FNMA 30 YR CONVTL 407612 123,534 126,735 126,892 772 7.2850 7.5000 12/1/2027 MBS
31378TEU5 FNMA 30 YR CONVTL 407947 495,353 508,185 508,970 3,096 7.2850 7.5000 12/1/2027 MBS
31378TMG7 FNMA 30 YR CONVTL 408159 250,148 256,628 256,947 1,563 7.2850 7.5000 12/1/2027 MBS
31378UG30 FNMA 30 YR CONVTL 408918 67,953 69,714 69,800 425 7.2850 7.5000 12/1/2027 MBS
31378URX2 FNMA 30 YR CONVTL 409202 546,299 560,451 561,147 3,414 7.2853 7.5000 2/1/2028 MBS
31378VFD7 FNMA 30 YR CONVTL 409764 750,858 769,925 771,266 4,693 7.2891 7.5000 12/1/2027 MBS
31378VFD7 FNMA 30 YR CONVTL 409764 49,176 50,425 50,513 307 7.2891 7.5000 12/1/2027 MBS
31378VLF5 FNMA 30 YR CONVTL 409926 293,123 300,715 301,181 1,832 7.2828 7.5000 12/1/2026 MBS
31378XBM7 FNMA 30 YR CONVTL 411444 613,424 622,906 625,883 3,578 6.8726 7.0000 3/1/2025 MBS
31379DHB8 FNMA 30 YR CONVTL 416126 481,855 494,337 494,952 3,012 7.2853 7.5000 2/1/2028 MBS
31379DKU2 FNMA 30 YR CONVTL 416207 136,663 140,203 140,378 854 7.2853 7.5000 2/1/2028 MBS
31379EKU0 FNMA 30 YR CONVTL 417107 67,101 68,839 68,925 419 7.2850 7.5000 12/1/2027 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FRJ5 FNMA 15 YR CONVTL 418189 957,319 962,131 970,779 5,185 6.4462 6.5000 5/1/2013 MBS
31379FSY1 FNMA 30 YR CONVTL 418235 828,212 849,665 850,980 5,176 7.2848 7.5000 11/1/2027 MBS
31379FSY1 FNMA 30 YR CONVTL 418235 589,739 605,015 605,951 3,686 7.2848 7.5000 11/1/2027 MBS
31379JRX6 FNMA 30 YR CONVTL 420902 190,627 195,565 195,867 1,191 7.2846 7.5000 10/1/2027 MBS
31379KDD2 FNMA 30 YR CONVTL 421400 114,826 117,801 117,947 718 7.2855 7.5000 3/1/2028 MBS
31379L4Q1 FNMA 30 YR CONVTL 423031 705,865 723,791 725,050 4,412 7.2900 7.5000 5/1/2028 MBS
31379LGM7 FNMA 15 YR CONVTL 422404 138,843 141,280 141,793 810 6.8017 7.0000 8/1/2012 MBS
31379LGM7 FNMA 15 YR CONVTL 422404 680,721 692,667 695,186 3,971 6.8017 7.0000 8/1/2012 MBS
31379LJU6 FNMA 15 YR CONVTL 422475 827,371 841,909 844,953 4,826 6.8057 7.0000 2/1/2013 MBS
31379LKA8 FNMA 15 YR CONVTL 422489 723,650 736,360 739,028 4,221 6.8044 7.0000 12/1/2012 MBS
31379LKA8 FNMA 15 YR CONVTL 422489 821,424 835,852 838,879 4,792 6.8044 7.0000 12/1/2012 MBS
31379LKA8 FNMA 15 YR CONVTL 422489 117,059 119,115 119,547 683 6.8044 7.0000 12/1/2012 MBS
31379LKA8 FNMA 15 YR CONVTL 422489 703,012 715,360 717,951 4,101 6.8044 7.0000 12/1/2012 MBS
31379MFL8 FNMA 15 YR CONVTL 423271 891,233 906,891 910,172 5,199 6.8051 7.0000 1/1/2013 MBS
</TABLE>
Page 11 of 26
<PAGE> 319
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31379MFL8 FNMA 15 YR CONVTL 423271 891,233 906,891 910,172 5,199 6.8051 7.0000 1/1/2013 MBS
31379MFL8 FNMA 15 YR CONVTL 423271 106,083 107,947 108,337 619 6.8051 7.0000 1/1/2013 MBS
31379NW37 FNMA 30 YR CONVTL 424666 713,859 732,351 733,262 4,462 7.2855 7.5000 3/1/2028 MBS
31379PXS6 FNMA 30 YR CONVTL 425589 673,298 690,739 691,598 4,208 7.2857 7.5000 4/1/2028 MBS
31379QA67 FNMA 15 YR CONVTL 425829 256,447 260,953 261,896 1,496 6.8057 7.0000 2/1/2013 MBS
31379QA67 FNMA 15 YR CONVTL 425829 2,623,573 2,669,673 2,679,324 15,304 6.8057 7.0000 2/1/2013 MBS
31379TEU4 FNMA 30 YR CONVTL 428647 257,137 263,795 264,206 1,607 7.2793 7.5000 7/1/2025 MBS
31379UP88 FNMA 30 YR CONVTL 429847 598,999 614,516 615,465 3,744 7.2868 7.5000 11/1/2028 MBS
31379VXQ7 FNMA 30 YR CONVTL 430987 96,047 98,535 98,766 600 7.2806 7.5000 1/1/2026 MBS
31379W5Q6 FNMA 30 YR CONVTL 432055 19,368,576 19,139,966 19,495,634 104,913 6.5910 6.5000 6/1/2028 MBS
31379YPM9 FNMA 30 YR CONVTL 433428 942,615 939,976 948,799 5,106 6.5214 6.5000 8/1/2028 MBS
31380AKW1 FNMA 30 YR CONVTL 434209 586,326 595,391 598,053 3,420 6.8775 7.0000 7/1/2028 MBS
31380B4E7 FNMA 30 YR CONVTL 435621 659,963 677,056 678,105 4,125 7.2828 7.5000 12/1/2026 MBS
31380BBT6 FNMA 30 YR CONVTL 434850 291,766 299,177 299,696 1,824 7.2903 7.5000 7/1/2028 MBS
31380BCR9 FNMA 30 YR CONVTL 434880 376,893 382,720 384,431 2,199 6.8776 7.0000 8/1/2028 MBS
31380BCR9 FNMA 30 YR CONVTL 434880 595,458 604,665 607,367 3,474 6.8776 7.0000 8/1/2028 MBS
31380C2G2 FNMA 30 YR CONVTL 436475 133,528 136,987 137,157 835 7.2862 7.5000 7/1/2028 MBS
31380DJ72 FNMA 30 YR CONVTL 436886 939,595 936,964 945,759 5,089 6.5214 6.5000 8/1/2028 MBS
31380DKB1 FNMA 30 YR CONVTL 436890 985,880 983,119 992,347 5,340 6.5214 6.5000 8/1/2028 MBS
31380DKB1 FNMA 30 YR CONVTL 436890 985,880 983,119 992,347 5,340 6.5214 6.5000 8/1/2028 MBS
31380DXH4 FNMA 30 YR CONVTL 437280 569,197 583,942 584,668 3,557 7.2865 7.5000 9/1/2028 MBS
31380EKT0 FNMA 30 YR CONVTL 437806 986,004 983,243 992,472 5,341 6.5214 6.5000 8/1/2028 MBS
31380GAQ2 FNMA 30 YR CONVTL 439315 915,694 913,130 921,701 4,960 6.5214 6.5000 8/1/2028 MBS
31380GAQ2 FNMA 30 YR CONVTL 439315 915,694 913,130 921,701 4,960 6.5214 6.5000 8/1/2028 MBS
31380HBY2 FNMA 30 YR CONVTL 440255 914,389 911,828 920,387 4,953 6.5214 6.5000 9/1/2028 MBS
31380HKC0 FNMA 30 YR CONVTL 440491 585,399 594,449 597,288 3,415 6.8759 7.0000 5/1/2027 MBS
31380HQQ3 FNMA 30 YR CONVTL 440663 38,711 39,714 39,763 242 7.2867 7.5000 10/1/2028 MBS
31380HQQ3 FNMA 30 YR CONVTL 440663 134,888 138,383 138,554 843 7.2867 7.5000 10/1/2028 MBS
31380HQQ3 FNMA 30 YR CONVTL 440663 269,840 276,831 277,174 1,687 7.2867 7.5000 10/1/2028 MBS
31380HQQ3 FNMA 30 YR CONVTL 440663 401,474 411,875 412,386 2,509 7.2867 7.5000 10/1/2028 MBS
31380KXN5 FNMA 30 YR CONVTL 442685 679,087 696,679 697,545 4,244 7.2865 7.5000 9/1/2028 MBS
31380KXN5 FNMA 30 YR CONVTL 442685 322,080 330,424 330,834 2,013 7.2865 7.5000 9/1/2028 MBS
31380NLD4 FNMA 30 YR CONVTL 445024 522,047 517,324 515,193 2,610 6.0658 6.0000 10/1/2028 MBS
31380NMN1 FNMA 30 YR CONVTL 445065 103,633 105,236 105,706 605 6.8778 7.0000 10/1/2028 MBS
31380PYX1 FNMA 30 YR CONVTL 446326 539,494 547,834 550,451 3,147 6.8730 7.0000 6/1/2025 MBS
31380Q5H6 FNMA 30 YR CONVTL 447348 514,495 509,841 507,740 2,572 6.0657 6.0000 11/1/2028 MBS
31380QBY2 FNMA 30 YR CONVTL 446555 54,048 54,884 55,129 315 6.8778 7.0000 10/1/2028 MBS
31380RPZ2 FNMA 30 YR CONVTL 447840 629,196 623,503 620,935 3,146 6.0657 6.0000 11/1/2028 MBS
31380RPZ2 FNMA 30 YR CONVTL 447840 1,008,895 999,767 995,648 5,044 6.0657 6.0000 11/1/2028 MBS
31380RPZ2 FNMA 30 YR CONVTL 447840 1,008,895 999,767 995,648 5,044 6.0657 6.0000 11/1/2028 MBS
31380RPZ2 FNMA 30 YR CONVTL 447840 1,008,895 999,767 995,648 5,044 6.0657 6.0000 11/1/2028 MBS
31380RPZ2 FNMA 30 YR CONVTL 447840 1,008,895 999,767 995,648 5,044 6.0657 6.0000 11/1/2028 MBS
31380RPZ2 FNMA 30 YR CONVTL 447840 279,808 277,277 276,134 1,399 6.0657 6.0000 11/1/2028 MBS
31380T6W6 FNMA 30 YR CONVTL 450085 505,000 512,807 515,257 2,946 6.8780 7.0000 12/1/2028 MBS
31380THJ3 FNMA 30 YR CONVTL 449433 494,478 490,004 487,986 2,472 6.0657 6.0000 11/1/2028 MBS
31380U6Z6 FNMA 30 YR CONVTL 450988 479,540 475,202 473,244 2,398 6.0657 6.0000 11/1/2028 MBS
31380V2R6 FNMA 30 YR CONVTL 451784 605,245 614,602 617,538 3,531 6.8765 7.0000 10/1/2027 MBS
31380WSN5 FNMA 30 YR CONVTL 452425 558,345 566,977 569,512 3,257 6.8780 7.0000 12/1/2028 MBS
313963TG5 FEDERAL HOME LOAN MORTGAD26851 2,214,927 2,237,136 2,276,391 13,843 7.4103 7.5000 11/1/2022 MBS
313971FQ1 FHLMC 30 YR CONV GOLD D32875 1,884,626 1,968,981 1,954,696 12,564 7.5956 8.0000 4/1/2023 MBS
31410HAJ0 FEDERATED DEPT STORES 5,000,000 5,095,328 5,169,150 156,547 6.6402 6.7900 7/15/2027 PBOB
31410HAL5 FEDERATED DEPT STORES 3,000,000 2,996,596 3,032,340 63,802 6.1718 6.1250 9/1/2001 PBOB
31410HAL5 FEDERATED DEPT STORES 1,000,000 998,865 1,010,780 21,267 6.1718 6.1250 9/1/2001 PBOB
31735#AA1 FINA INC 1,937,852 1,937,852 1,892,739 5,633 6.5400 6.5400 12/15/2007 PROB
317705AP6 FINANCING CORP NTS 11,000,000 13,932,305 14,795,000 249,639 6.2826 8.6000 9/26/2019 PBOB
31771CS97 FICO STRIPS DEB 20,000,000 6,240,501 6,829,800 0 6.4198 0.0000 6/6/2017 GZOB
318074AJ0 FINOVA CAPITAL CORP NTS 2,000,000 1,990,755 2,087,120 17,417 7.2303 7.1250 5/17/2004 PBOB
318074AJ0 FINOVA CAPITAL CORP NTS 2,000,000 1,990,755 2,087,120 17,417 7.2303 7.1250 5/17/2004 PBOB
318074AK7 FINOVA CAPITAL CORP 5,000,000 4,987,681 5,362,850 30,833 7.4399 7.4000 6/1/2007 PBOB
318074AS0 FINIVA CAPITAL CORP NTS 5,000,000 4,981,596 5,035,800 54,688 6.3597 6.2500 11/1/2002 PBOB
31808CAL6 FINOVA CAP CORP MTN 5,000,000 5,000,367 5,073,450 96,431 6.5478 6.5500 11/15/2002 PBOB
</TABLE>
Page 12 of 26
<PAGE> 320
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
31808CAL6 FINOVA CAP CORP MTN 3,000,000 3,000,220 3,044,070 57,858 6.5478 6.5500 11/15/2002 PBOB
31808CAW2 FINOVA CAP CORP MTN 3,523,000 3,508,180 3,574,859 67,945 6.6749 6.5500 11/18/2002 PBOB
319455AQ4 FIRST CHICAGO 1,000,000 1,054,095 1,102,820 17,083 7.6744 10.2500 5/1/2001 PBOB
319455BR1 FIRST CHICAGO 5,345,000 5,656,288 5,720,540 187,929 5.9806 7.6250 1/15/2003 PBOB
319455BS9 FIRST CHICAGO 6,500,000 6,062,201 6,805,045 19,861 8.7317 6.8750 6/15/2003 PBOB
320548BK5 FIRST INTERSTATE BANCORP 5,000,000 5,463,530 5,739,300 190,104 6.9306 9.1250 2/1/2004 PBOB
323585TV1 BANK OF BOSTON 5,000,000 5,114,499 5,366,350 18,611 7.6928 8.3750 12/15/2002 PBOB
323585TV1 BANK OF BOSTON 4,500,000 4,587,840 4,829,715 16,750 7.7923 8.3750 12/15/2002 PBOB
323585WJ4 FIRST NATL BANK OF BOSTON 1,000,000 999,974 1,064,340 21,715 7.3755 7.3750 9/15/2006 PBOB
323585WJ4 FIRST NATL BANK OF BOSTON 5,000,000 4,999,869 5,321,700 108,576 7.3755 7.3750 9/15/2006 PBOB
33632*PH4 FIRST SECURITY BANK OF UTAH 2,267,822 2,267,823 2,434,507 81,415 7.1800 7.1800 1/1/2011 ABOB
33632*PJ0 FIRST SECURITY BANK OF UTAH 1,416,043 1,416,044 1,520,122 50,836 7.1800 7.1800 1/1/2011 ABOB
33632*PK7 FIRST SECURITY BANK OF UTAH 806,653 806,654 865,942 28,959 7.1800 7.1800 1/1/2011 ABOB
33632*PX9 FIRST SECURITY BANK OF UTAH 1,368,379 1,368,380 1,474,510 49,125 7.1800 7.1800 1/1/2011 ABOB
33632*PY7 FIRST SECURITY BANK OF UTAH 884,495 884,496 953,096 31,753 7.1800 7.1800 1/1/2011 ABOB
33632*PZ4 FIRST SECURITY BANK OF UTAH 467,238 467,238 503,477 16,774 7.1800 7.1800 1/1/2011 ABOB
33632*QD2 FIRST SECURITY BANK OF UTAH 892,547 892,547 963,237 32,042 7.1800 7.1800 1/1/2011 ABOB
33632*QE0 FIRST SECURITY BANK OF UTAH 581,521 581,521 627,577 20,877 7.1800 7.1800 1/1/2011 ABOB
33632*QF7 FIRST SECURITY BANK OF UTAH 311,633 311,634 336,314 11,188 7.1800 7.1800 1/1/2011 ABOB
33632*QM2 CARGILL, INC 1,129,159 1,129,159 1,206,247 226 7.2000 7.2000 1/31/2011 PROB
33632*QM2 CARGILL, INC 3,008,134 3,008,134 3,213,499 602 7.2000 7.2000 1/31/2011 PROB
33632*QM2 CARGILL, INC 1,762,242 1,762,242 1,882,550 352 7.2000 7.2000 1/31/2011 PROB
337158AA7 FIRST TENNESSEE BANK NA SUB 5,000,000 4,990,695 5,175,600 80,000 6.4270 6.4000 4/1/2008 PBOB
337357AA5 FIRST UNION CAPITAL 10,000,000 10,000,000 11,089,400 365,892 7.9350 7.9350 1/15/2027 PBOB
337357AA5 FIRST UNION CAPITAL 5,000,000 5,153,877 5,544,700 182,946 7.6665 7.9350 1/15/2027 PBOB
337358AX3 FIRST UNION CORP 5,000,000 4,975,103 5,124,600 56,031 8.8806 8.7700 11/15/2004 PBOB
337358BD6 FIRST UNION CORP 5,000,000 5,058,447 5,130,550 69,139 6.4664 6.5500 10/15/2035 PBOB
339018AF0 FLEET/NORSTAR GROUP 3,470,000 3,904,191 4,091,234 138,005 6.5945 8.6250 1/15/2007 PBOB
33932#AA8 FLETCHER CHALLENGE INDUSTRIES 1,571,350 1,571,350 1,691,480 450 10.3200 10.3200 12/30/2000 PROB
33945#AD7 FLINT INK CORPORATION 5,000,000 5,000,000 5,107,300 36,678 6.6020 6.6020 5/21/2008 PROB
343254AA6 FLA WINDSTORM UNDERWRITING 5,000,000 4,994,194 4,997,900 113,750 6.5363 6.5000 8/25/2002 PROB
34412*AN1 FMR CORP 9,350,000 9,350,000 10,480,228 255,567 8.2000 8.2000 9/1/2006 PROB
34412*AQ4 FMR CORP 8,000,000 8,000,000 8,357,120 46,667 7.0000 7.0000 12/1/2010 PROB
345370BV1 FORD MOTOR CO NT 5,000,000 5,280,426 6,615,100 205,194 8.3958 8.9000 1/15/2032 PBOB
347471AR5 FORT JAMES CORP 10,250,000 10,451,032 10,634,990 207,491 6.5755 6.8750 9/15/2007 PBOB
347471AR5 FORT JAMES CORP 4,000,000 4,101,650 4,150,240 80,972 6.4883 6.8750 9/15/2007 PBOB
35103*AA0 K-MART CORP 8,476,785 8,476,785 10,950,141 118,322 16.7500 16.7500 12/1/2002 PROB
35906PAA3 FRONTIER CORP NTS 15,000,000 14,995,854 16,005,300 138,958 7.2563 7.2500 5/15/2004 PBOB
36157LSP4 GECMS 1993-12 A7 REMIC 16,619,000 16,234,039 16,468,266 18,004 6.6916 6.5000 10/25/2023 CMO
36157TEJ6 GECMS 1994-27 A6 10,000,000 9,668,616 9,703,100 54,167 6.7730 6.5000 7/25/2024 CMO
36157TEJ6 GECMS 1994-27 A6 10,000,000 9,661,512 9,703,100 54,167 6.7790 6.5000 7/25/2024 CMO
361706AB0 SYSTEM ENERGY RESOURCES INC 5,000,000 4,338,464 5,359,550 189,056 9.9106 8.2000 1/15/2014 PBOB
36203QA76 G N M A MORTGAGE PASS TH355630 3,036,044 3,131,062 3,132,803 18,975 7.2270 7.5000 6/15/2023 GNMA
36204FUW2 G N M A MORTGAGE PASS TH368797 3,780,037 3,873,209 3,868,603 22,050 6.7949 7.0000 1/15/2024 GNMA
36204FV68 GNMA 30 YR SF LN 368837 7,925,151 7,902,874 8,011,773 42,928 6.5229 6.5000 11/15/2023 GNMA
36204JYU4 GNMA 30 YR SF LN 371623 415,468 426,870 428,580 2,597 7.2621 7.5000 2/15/2024 GNMA
36204KUR2 GNMA 30 YR SF LN 372392 670,891 685,928 697,304 4,473 7.8029 8.0000 1/15/2027 GNMA
362055B20 GNMA 30 YR SF LN 026157 508,797 514,275 542,825 3,816 8.8353 9.0000 10/15/2008 GNMA
36205KY89 GNMA 30 YR SF LN 393235 2,836,907 2,930,966 3,008,001 20,095 8.1976 8.5000 1/15/2027 GNMA
36205KYN6 GNMA 30 YR SF LN 393217 2,502,407 2,558,493 2,600,927 16,683 7.8029 8.0000 1/15/2027 GNMA
36206EFJ9 GNMA 30 YR SF LN 408869 633,270 650,739 652,857 3,958 7.2664 7.5000 12/15/2025 GNMA
36206GPD6 GNMA 30 YR SF LN 410920 619,876 642,585 644,281 4,133 7.6784 8.0000 2/15/2026 GNMA
36206GPD6 GNMA 30 YR SF LN 410920 226,630 234,933 235,552 1,511 7.6784 8.0000 2/15/2026 GNMA
36206PAJ9 GNMA 30 YR SF LN 416809 574,520 590,368 592,290 3,591 7.2664 7.5000 12/15/2025 GNMA
36206QW79 GNMA 30 YR SF LN 418370 179,338 184,285 184,885 1,121 7.2664 7.5000 12/15/2025 GNMA
36206QW79 GNMA 30 YR SF LN 418370 185,669 190,791 191,412 1,160 7.2664 7.5000 12/15/2025 GNMA
36206QW79 GNMA 30 YR SF LN 418370 43,736 44,943 45,089 273 7.2664 7.5000 12/15/2025 GNMA
36206QW79 GNMA 30 YR SF LN 418370 127,256 130,767 131,192 795 7.2664 7.5000 12/15/2025 GNMA
36206SUL6 GNMA 30 YR SF LN 420087 628,164 642,241 652,895 4,188 7.8027 8.0000 12/15/2026 GNMA
36206UHJ1 GNMA 30 YR SF LN 421533 108,595 111,592 111,954 679 7.2668 7.5000 2/15/2026 GNMA
36206VU39 GNMA 30 YR SF LN 422802 213,508 221,331 221,914 1,423 7.6792 8.0000 5/15/2026 GNMA
</TABLE>
Page 13 of 26
<PAGE> 321
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36206VU39 GNMA 30 YR SF LN 422802 226,700 235,006 235,625 1,511 7.6792 8.0000 5/15/2026 GNMA
36206VU39 GNMA 30 YR SF LN 422802 18,332 19,004 19,054 122 7.6792 8.0000 5/15/2026 GNMA
36206VU39 GNMA 30 YR SF LN 422802 210,821 218,546 219,121 1,405 7.6792 8.0000 5/15/2026 GNMA
36206VU39 GNMA 30 YR SF LN 422802 214,885 222,759 223,345 1,433 7.6792 8.0000 5/15/2026 GNMA
36206VU39 GNMA 30 YR SF LN 422802 477,065 494,545 495,847 3,180 7.6792 8.0000 5/15/2026 GNMA
36206VU39 GNMA 30 YR SF LN 422802 181,040 187,674 188,168 1,207 7.6792 8.0000 5/15/2026 GNMA
36206W6X8 GNMA 30 YR SF LN 423986 240,498 249,311 249,966 1,603 7.6800 8.0000 8/15/2026 GNMA
36206W6X8 GNMA 30 YR SF LN 423986 242,272 251,150 251,810 1,615 7.6800 8.0000 8/15/2026 GNMA
36206W6X8 GNMA 30 YR SF LN 423986 250,628 259,813 260,495 1,671 7.6800 8.0000 8/15/2026 GNMA
36206W6X8 GNMA 30 YR SF LN 423986 442,365 458,575 459,781 2,949 7.6800 8.0000 8/15/2026 GNMA
36206W6X8 GNMA 30 YR SF LN 423986 208,631 216,277 216,845 1,391 7.6800 8.0000 8/15/2026 GNMA
36206W6X8 GNMA 30 YR SF LN 423986 254,524 263,851 264,545 1,697 7.6800 8.0000 8/15/2026 GNMA
36206W7L3 GNMA 30 YR SF LN 423999 402,260 417,002 418,097 2,682 7.6802 8.0000 9/15/2026 GNMA
36206W7L3 GNMA 30 YR SF LN 423999 402,074 416,809 417,904 2,680 7.6802 8.0000 9/15/2026 GNMA
36206W7L3 GNMA 30 YR SF LN 423999 402,650 417,406 418,502 2,684 7.6802 8.0000 9/15/2026 GNMA
36206W7L3 GNMA 30 YR SF LN 423999 402,452 417,201 418,297 2,683 7.6802 8.0000 9/15/2026 GNMA
36206WU45 GNMA 30 YR SF LN 423703 1,813,147 1,853,786 1,884,531 12,088 7.8029 8.0000 1/15/2027 GNMA
36206WWE1 GNMA 30 YR SF LN 423745 406,753 417,974 419,334 2,542 7.2664 7.5000 12/15/2025 GNMA
36207A7M8 GNMA 30 YR SF LN 426700 930,615 949,277 952,131 5,429 6.8416 7.0000 6/15/2028 GNMA
36207ACH3 GNMA 30 YR SF LN 425872 446,393 458,712 460,200 2,790 7.2668 7.5000 2/15/2026 GNMA
36207AEP3 GNMA 30 YR SF LN 425942 211,975 217,825 218,531 1,325 7.2668 7.5000 2/15/2026 GNMA
36207AEP3 GNMA 30 YR SF LN 425942 31,848 32,727 32,833 199 7.2668 7.5000 2/15/2026 GNMA
36207ALU4 GNMA 30 YR SF LN 426139 3,004,646 3,071,963 3,122,939 20,031 7.8024 8.0000 10/15/2026 GNMA
36207FVL2 GNMA 30 YR SF LN 430919 236,749 245,424 246,070 1,578 7.6794 8.0000 6/15/2026 GNMA
36207FVL2 GNMA 30 YR SF LN 430919 227,571 235,910 236,530 1,517 7.6794 8.0000 6/15/2026 GNMA
36207FVL2 GNMA 30 YR SF LN 430919 236,550 245,218 245,863 1,577 7.6794 8.0000 6/15/2026 GNMA
36207FVL2 GNMA 30 YR SF LN 430919 244,495 253,455 254,121 1,630 7.6794 8.0000 6/15/2026 GNMA
36207FVL2 GNMA 30 YR SF LN 430919 299,974 310,965 311,784 2,000 7.6794 8.0000 6/15/2026 GNMA
36207FVL2 GNMA 30 YR SF LN 430919 277,745 287,923 288,680 1,852 7.6794 8.0000 6/15/2026 GNMA
36207GG86 GNMA 30 YR SF LN 431423 432,271 441,956 449,290 2,882 7.8024 8.0000 10/15/2026 GNMA
36207GSY6 GNMA 30 YR SF LN 431735 4,498,144 4,620,499 4,675,236 29,988 7.7615 8.0000 12/15/2026 GNMA
36207GUR8 GNMA 30 YR SF LN 431792 2,603,962 2,662,315 2,706,480 17,360 7.8027 8.0000 12/15/2026 GNMA
36207GX46 GNMA 30 YR SF LN 431899 989,054 1,008,889 1,011,921 5,769 6.8420 7.0000 9/15/2028 GNMA
36207GX46 GNMA 30 YR SF LN 431899 239,266 244,065 244,798 1,396 6.8420 7.0000 9/15/2028 GNMA
36207J3H4 GNMA 30 YR SF LN 433800 979,527 970,862 989,322 5,306 6.5680 6.5000 5/15/2028 GNMA
36207J3H4 GNMA 30 YR SF LN 433800 979,527 970,862 989,322 5,306 6.5680 6.5000 5/15/2028 GNMA
36207J3J0 GNMA 30 YR SF LN 433801 735,228 749,972 752,226 4,289 6.8414 7.0000 5/15/2028 GNMA
36207J3J0 GNMA 30 YR SF LN 433801 965,925 985,295 988,257 5,635 6.8414 7.0000 5/15/2028 GNMA
36207JG98 GNMA 30 YR SF LN 433224 96,314 99,844 100,106 642 7.6802 8.0000 9/15/2026 GNMA
36207JG98 GNMA 30 YR SF LN 433224 96,376 99,908 100,170 643 7.6802 8.0000 9/15/2026 GNMA
36207JG98 GNMA 30 YR SF LN 433224 96,435 99,970 100,232 643 7.6802 8.0000 9/15/2026 GNMA
36207JG98 GNMA 30 YR SF LN 433224 422,391 437,870 439,021 2,816 7.6802 8.0000 9/15/2026 GNMA
36207JG98 GNMA 30 YR SF LN 433224 96,251 99,778 100,040 642 7.6802 8.0000 9/15/2026 GNMA
36207JZP1 GNMA 30 YR SF LN 433750 977,149 968,505 986,920 5,293 6.5680 6.5000 5/15/2028 GNMA
36207JZP1 GNMA 30 YR SF LN 433750 977,149 968,505 986,920 5,293 6.5680 6.5000 5/15/2028 GNMA
36207JZP1 GNMA 30 YR SF LN 433750 977,149 968,505 986,920 5,293 6.5680 6.5000 5/15/2028 GNMA
36207JZP1 GNMA 30 YR SF LN 433750 977,149 968,505 986,920 5,293 6.5680 6.5000 5/15/2028 GNMA
36207M4J2 GNMA 30 YR SF LN 436525 258,172 267,634 268,336 1,721 7.6807 8.0000 11/15/2026 GNMA
36207M4J2 GNMA 30 YR SF LN 436525 260,076 269,608 270,315 1,734 7.6807 8.0000 11/15/2026 GNMA
36207M4J2 GNMA 30 YR SF LN 436525 738,283 765,341 767,349 4,922 7.6807 8.0000 11/15/2026 GNMA
36207M4J2 GNMA 30 YR SF LN 436525 249,135 258,266 258,943 1,661 7.6807 8.0000 11/15/2026 GNMA
36207M4J2 GNMA 30 YR SF LN 436525 253,697 262,995 263,685 1,691 7.6807 8.0000 11/15/2026 GNMA
36207MWQ5 GNMA 30 YR SF LN 436355 3,934,854 4,023,045 4,089,769 26,232 7.8029 8.0000 1/15/2027 GNMA
36207NRX4 GNMA 30 YR SF LN 437102 245,781 254,790 255,457 1,639 7.6807 8.0000 11/15/2026 GNMA
36207NRX4 GNMA 30 YR SF LN 437102 232,014 240,518 241,148 1,547 7.6807 8.0000 11/15/2026 GNMA
36207NRX4 GNMA 30 YR SF LN 437102 241,356 250,202 250,858 1,609 7.6807 8.0000 11/15/2026 GNMA
36207NRX4 GNMA 30 YR SF LN 437102 256,051 265,436 266,132 1,707 7.6807 8.0000 11/15/2026 GNMA
36207NRX4 GNMA 30 YR SF LN 437102 533,146 552,686 554,136 3,554 7.6807 8.0000 11/15/2026 GNMA
36207NRX4 GNMA 30 YR SF LN 437102 225,632 233,901 234,515 1,504 7.6807 8.0000 11/15/2026 GNMA
36207UEC8 GNMA 30 YR SF LN 442131 215,772 223,680 224,267 1,438 7.6807 8.0000 11/15/2026 GNMA
36207UEC8 GNMA 30 YR SF LN 442131 215,905 223,818 224,405 1,439 7.6807 8.0000 11/15/2026 GNMA
</TABLE>
Page 14 of 26
<PAGE> 322
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36207UEC8 GNMA 30 YR SF LN 442131 215,492 223,390 223,976 1,437 7.6807 8.0000 11/15/2026 GNMA
36207UEC8 GNMA 30 YR SF LN 442131 215,634 223,537 224,124 1,438 7.6807 8.0000 11/15/2026 GNMA
36208CE37 GNMA 30 YR SF LN 446654 482,006 491,672 493,150 2,812 6.8418 7.0000 8/15/2028 GNMA
36208CE37 GNMA 30 YR SF LN 446654 49,955 50,957 51,110 291 6.8418 7.0000 8/15/2028 GNMA
36208CE37 GNMA 30 YR SF LN 446654 766,503 781,874 784,225 4,471 6.8418 7.0000 8/15/2028 GNMA
36208CE37 GNMA 30 YR SF LN 446654 69,238 70,627 70,839 404 6.8418 7.0000 8/15/2028 GNMA
36208CFF9 GNMA 30 YR SF LN 446666 737,435 752,223 754,484 4,302 6.8418 7.0000 8/15/2028 GNMA
36208CFF9 GNMA 30 YR SF LN 446666 978,304 997,923 1,000,922 5,707 6.8418 7.0000 8/15/2028 GNMA
36208CFG7 GNMA 30 YR SF LN 446667 507,159 517,330 518,885 2,958 6.8418 7.0000 8/15/2028 GNMA
36208CFG7 GNMA 30 YR SF LN 446667 989,219 1,009,056 1,012,090 5,770 6.8418 7.0000 8/15/2028 GNMA
36208CHA8 GNMA 30 YR SF LN 446725 315,269 321,592 322,558 1,839 6.8420 7.0000 9/15/2028 GNMA
36208CHA8 GNMA 30 YR SF LN 446725 650,366 663,409 665,402 3,794 6.8420 7.0000 9/15/2028 GNMA
36208CHA8 GNMA 30 YR SF LN 446725 568,908 580,317 582,061 3,319 6.8420 7.0000 9/15/2028 GNMA
36208FMC1 GNMA 30 YR SF LN 449555 453,127 462,214 463,603 2,643 6.8416 7.0000 6/15/2028 GNMA
36208NXX6 GNMA 30 YR SF LN 456194 332,888 339,564 340,584 1,942 6.8416 7.0000 6/15/2028 GNMA
36208PTS7 GNMA 30 YR SF LN 456961 9,603,651 9,743,932 9,825,687 56,021 6.8841 7.0000 6/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208TZY9 GNMA 30 YR SF LN 460759 975,371 970,693 985,125 5,283 6.5369 6.5000 2/15/2028 GNMA
36208VN76 GNMA 30 YR SF LN 462214 989,179 1,009,015 1,012,049 5,770 6.8417 7.0000 7/15/2028 GNMA
36208VN76 GNMA 30 YR SF LN 462214 222,621 227,086 227,768 1,299 6.8417 7.0000 7/15/2028 GNMA
36208VPJ8 GNMA 30 YR SF LN 462225 199,915 203,924 204,537 1,166 6.8418 7.0000 8/15/2028 GNMA
36208VZT5 GNMA 30 YR SF LN 462554 4,950,000 5,053,599 5,064,444 28,875 6.8342 7.0000 2/15/2028 GNMA
36208WBF9 GNMA 30 YR SF LN 462738 9,612,522 9,816,247 9,834,764 60,078 7.3242 7.5000 5/15/2028 GNMA
36208WCD3 GNMA 30 YR SF LN 462768 1,008,951 1,018,397 1,019,041 5,465 6.4291 6.5000 6/15/2028 GNMA
36208WCD3 GNMA 30 YR SF LN 462768 1,008,951 1,018,397 1,019,041 5,465 6.4291 6.5000 6/15/2028 GNMA
36208XEH0 GNMA 30 YR SF LN 463736 957,123 976,316 979,252 5,583 6.8412 7.0000 3/15/2028 GNMA
36208XRL7 GNMA 30 YR SF LN 464091 487,180 496,950 498,444 2,842 6.8418 7.0000 8/15/2028 GNMA
36208XTR2 GNMA 30 YR SF LN 464160 609,190 621,407 623,274 3,554 6.8420 7.0000 9/15/2028 GNMA
36208XZV6 GNMA 30 YR SF LN 464356 4,343,967 4,380,604 4,387,407 23,530 6.4364 6.5000 12/15/2028 GNMA
36208YJC4 GNMA 30 YR SF LN 464759 449,850 458,871 460,251 2,624 6.8418 7.0000 8/15/2028 GNMA
36208YJC4 GNMA 30 YR SF LN 464759 374,638 382,151 383,300 2,185 6.8418 7.0000 8/15/2028 GNMA
36208YJC4 GNMA 30 YR SF LN 464759 232,912 237,583 238,297 1,359 6.8418 7.0000 8/15/2028 GNMA
36208YJC4 GNMA 30 YR SF LN 464759 423,995 432,498 433,798 2,473 6.8418 7.0000 8/15/2028 GNMA
36208YJC4 GNMA 30 YR SF LN 464759 739,285 754,111 756,377 4,313 6.8418 7.0000 8/15/2028 GNMA
36208YJC4 GNMA 30 YR SF LN 464759 240,105 244,920 245,656 1,401 6.8418 7.0000 8/15/2028 GNMA
36208YJC4 GNMA 30 YR SF LN 464759 479,454 489,069 490,539 2,797 6.8418 7.0000 8/15/2028 GNMA
36208YJC4 GNMA 30 YR SF LN 464759 45,223 46,130 46,269 264 6.8418 7.0000 8/15/2028 GNMA
36208YJC4 GNMA 30 YR SF LN 464759 203,969 208,059 208,685 1,190 6.8418 7.0000 8/15/2028 GNMA
36209AK74 GNMA 30 YR SF LN 465718 271,813 277,264 278,097 1,586 6.8414 7.0000 5/15/2028 GNMA
36209AK74 GNMA 30 YR SF LN 465718 793,614 809,529 811,962 4,629 6.8414 7.0000 5/15/2028 GNMA
36209BSW9 GNMA 30 YR SF LN 466833 983,325 974,626 993,158 5,326 6.5680 6.5000 5/15/2028 GNMA
36209BSW9 GNMA 30 YR SF LN 466833 983,325 974,626 993,158 5,326 6.5680 6.5000 5/15/2028 GNMA
36209BSW9 GNMA 30 YR SF LN 466833 983,325 974,626 993,158 5,326 6.5680 6.5000 5/15/2028 GNMA
36209BSW9 GNMA 30 YR SF LN 466833 983,325 974,626 993,158 5,326 6.5680 6.5000 5/15/2028 GNMA
36209BSW9 GNMA 30 YR SF LN 466833 983,325 974,626 993,158 5,326 6.5680 6.5000 5/15/2028 GNMA
36209BSW9 GNMA 30 YR SF LN 466833 983,325 974,626 993,158 5,326 6.5680 6.5000 5/15/2028 GNMA
36209BSW9 GNMA 30 YR SF LN 466833 983,325 974,626 993,158 5,326 6.5680 6.5000 5/15/2028 GNMA
36209BSW9 GNMA 30 YR SF LN 466833 983,325 974,626 993,158 5,326 6.5680 6.5000 5/15/2028 GNMA
</TABLE>
Page 15 of 26
<PAGE> 323
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36209KRX8 GNMA 30 YR SF LN 474002 910,703 928,966 931,758 5,312 6.8417 7.0000 7/15/2028 GNMA
36209NCH3 GNMA 30 YR SF LN 476272 961,542 953,036 971,157 5,208 6.5680 6.5000 5/15/2028 GNMA
36209TVU0 GNMA 30 YR SF LN 481327 669,176 682,596 684,647 3,904 6.8420 7.0000 9/15/2028 GNMA
36209V2B9 GNMA 30 YR SF LN 483270 3,990,165 4,023,818 4,030,067 21,613 6.4364 6.5000 11/15/2028 GNMA
36209VLL6 GNMA 30 YR SF LN 482831 907,395 915,891 916,469 4,915 6.4294 6.5000 11/15/2028 GNMA
36209VLL6 GNMA 30 YR SF LN 482831 1,009,016 1,018,464 1,019,106 5,466 6.4294 6.5000 11/15/2028 GNMA
36209VLL6 GNMA 30 YR SF LN 482831 1,009,016 1,018,464 1,019,106 5,466 6.4294 6.5000 11/15/2028 GNMA
36209VLL6 GNMA 30 YR SF LN 482831 1,009,016 1,018,464 1,019,106 5,466 6.4294 6.5000 11/15/2028 GNMA
36209VLL6 GNMA 30 YR SF LN 482831 1,009,016 1,018,464 1,019,106 5,466 6.4294 6.5000 11/15/2028 GNMA
36209VLL6 GNMA 30 YR SF LN 482831 1,009,016 1,018,464 1,019,106 5,466 6.4294 6.5000 11/15/2028 GNMA
36209VLL6 GNMA 30 YR SF LN 482831 1,009,016 1,018,464 1,019,106 5,466 6.4294 6.5000 11/15/2028 GNMA
36209VLL6 GNMA 30 YR SF LN 482831 1,009,016 1,018,464 1,019,106 5,466 6.4294 6.5000 11/15/2028 GNMA
36209VLS1 GNMA 30 YR SF LN 482837 1,008,730 1,018,175 1,018,817 5,464 6.4294 6.5000 11/15/2028 GNMA
36209VLS1 GNMA 30 YR SF LN 482837 1,008,730 1,018,175 1,018,817 5,464 6.4294 6.5000 11/15/2028 GNMA
36209VLS1 GNMA 30 YR SF LN 482837 1,008,730 1,018,175 1,018,817 5,464 6.4294 6.5000 11/15/2028 GNMA
36209VLS1 GNMA 30 YR SF LN 482837 1,008,730 1,018,175 1,018,817 5,464 6.4294 6.5000 11/15/2028 GNMA
36209VLS1 GNMA 30 YR SF LN 482837 1,008,730 1,018,175 1,018,817 5,464 6.4294 6.5000 11/15/2028 GNMA
36209VLS1 GNMA 30 YR SF LN 482837 1,008,730 1,018,175 1,018,817 5,464 6.4294 6.5000 11/15/2028 GNMA
36209VLS1 GNMA 30 YR SF LN 482837 1,008,730 1,018,175 1,018,817 5,464 6.4294 6.5000 11/15/2028 GNMA
36209VLS1 GNMA 30 YR SF LN 482837 1,008,730 1,018,175 1,018,817 5,464 6.4294 6.5000 11/15/2028 GNMA
36209VLS1 GNMA 30 YR SF LN 482837 1,008,730 1,018,175 1,018,817 5,464 6.4294 6.5000 11/15/2028 GNMA
36209VLS1 GNMA 30 YR SF LN 482837 1,008,730 1,018,175 1,018,817 5,464 6.4294 6.5000 11/15/2028 GNMA
36209VLS1 GNMA 30 YR SF LN 482837 101,592 102,543 102,608 550 6.4294 6.5000 11/15/2028 GNMA
36210FYA8 GNMA 30 YR SF LN 491305 6,515,868 6,570,823 6,581,027 35,294 6.4364 6.5000 12/15/2028 GNMA
362163YX9 G N M A MORTGAGE PASS TH182626 3,092,056 3,255,684 3,303,274 21,902 7.9492 8.5000 3/15/2017 GNMA
362164G82 G N M A MORTGAGE PASS TH183023 2,220,682 2,347,219 2,384,546 16,655 8.3827 9.0000 10/15/2016 GNMA
36216SJG8 G N M A MORTGAGE PASS TH173163 441,317 466,544 473,997 3,310 8.3844 9.0000 1/15/2017 GNMA
36216WSL8 G N M A MORTGAGE PASS TH177023 552,545 584,074 593,461 4,144 8.3806 9.0000 9/15/2016 GNMA
362170UR1 G N M A MORTGAGE PASS TH208592 2,360,985 2,347,718 2,474,903 15,740 8.0589 8.0000 3/15/2017 GNMA
362174UC6 G N M A MORTGAGE PASS TH212179 2,215,676 2,203,237 2,322,582 14,771 8.0588 8.0000 4/15/2017 GNMA
36217A7A2 G N M A MORTGAGE PASS TH188189 860,246 755,514 901,753 5,735 9.3986 8.0000 3/15/2017 GNMA
36217GFX0 G N M A MORTGAGE PASS TH192882 731,836 773,491 786,028 5,489 8.3881 9.0000 2/15/2017 GNMA
36217HPE9 G N M A MORTGAGE PASS TH194021 1,186,447 1,247,269 1,267,493 8,404 7.9637 8.5000 1/15/2017 GNMA
36217JTX9 G N M A MORTGAGE PASS TH195066 3,274,604 3,461,780 3,517,088 24,560 8.3832 9.0000 12/15/2016 GNMA
36217KYB8 G N M A MORTGAGE PASS TH196106 1,439,155 1,520,972 1,545,724 10,794 8.3888 9.0000 2/15/2017 GNMA
36218GAL0 G N M A MORTGAGE PASS TH221511 7,754,511 7,800,890 8,128,666 51,697 7.9383 8.0000 7/15/2017 GNMA
36218GR57 G N M A MORTGAGE PASS TH222008 2,858,702 2,842,639 2,996,634 19,058 8.0588 8.0000 4/15/2017 GNMA
362205ST4 G N M A MORTGAGE PASS TH297630 1,565,253 1,653,548 1,664,537 11,087 7.9698 8.5000 9/15/2022 GNMA
362206KF0 G N M A MORTGAGE PASS TH298294 718,873 762,261 772,106 5,392 8.3987 9.0000 2/15/2021 GNMA
362206T46 G N M A MORTGAGE PASS TH298571 737,103 781,797 791,685 5,528 8.4018 9.0000 10/15/2021 GNMA
36220JXN1 G N M A MORTGAGE PASS TH279785 903,363 952,572 963,039 6,399 7.9655 8.5000 1/15/2020 GNMA
36220P5F5 G N M A MORTGAGE PASS TH284446 776,994 823,560 835,020 5,827 8.3933 9.0000 2/15/2020 GNMA
36220R5V6 G N M A MORTGAGE PASS TH286260 1,142,861 1,205,266 1,218,358 8,095 7.9643 8.5000 1/15/2020 GNMA
36223AGX4 G N M A MORTGAGE PASS TH301814 540,428 570,550 575,723 3,828 7.9663 8.5000 6/15/2021 GNMA
36223AHF2 G N M A MORTGAGE PASS TH301830 1,144,036 1,207,774 1,218,753 8,104 7.9678 8.5000 8/15/2021 GNMA
36223CNV6 G N M A MORTGAGE PASS TH303804 11,949,051 11,969,616 12,329,867 74,682 7.4844 7.5000 4/15/2022 GNMA
36223CPB8 G N M A MORTGAGE PASS TH303818 8,497,601 8,523,805 8,768,420 53,110 7.4721 7.5000 5/15/2022 GNMA
36223GXD6 G N M A MORTGAGE PASS TH307676 712,483 755,567 765,242 5,344 8.3991 9.0000 4/15/2021 GNMA
36223HF93 G N M A MORTGAGE PASS TH308092 2,730,711 2,896,113 2,932,920 20,480 8.4024 9.0000 10/15/2021 GNMA
36223HFV4 G N M A MORTGAGE PASS TH308080 1,599,199 1,695,954 1,717,620 11,994 8.4017 9.0000 8/15/2021 GNMA
36223MXB7 G N M A MORTGAGE PASS TH312174 2,171,352 2,293,841 2,313,163 15,380 7.9635 8.5000 11/15/2021 GNMA
36223NX33 G N M A MORTGAGE PASS TH313098 7,366,582 7,473,864 7,601,355 46,041 7.3700 7.5000 10/15/2022 GNMA
36223Q7L5 G N M A MORTGAGE PASS TH315099 4,043,328 4,242,561 4,307,398 28,640 8.0294 8.5000 12/15/2021 GNMA
36223RE50 GNMA 30 YR SF LN 315256 142,380 133,133 145,716 831 7.5899 7.0000 11/15/2022 GNMA
36223RE50 GNMA 30 YR SF LN 315256 372,901 348,682 381,638 2,175 7.5899 7.0000 11/15/2022 GNMA
36223SCU5 G N M A MORTGAGE PASS TH316083 1,926,351 2,022,423 2,048,539 13,645 8.0251 8.5000 2/15/2022 GNMA
36223SD83 G N M A MORTGAGE PASS TH316127 9,901,339 9,931,832 10,216,895 61,883 7.4721 7.5000 4/15/2022 GNMA
36223VWS1 GNMA 30 YR SF LN 319357 20,951,489 20,987,500 21,619,213 130,947 7.4844 7.5000 4/15/2022 GNMA
36223YSV3 G N M A MORTGAGE PASS TH321932 905,879 917,845 934,749 5,662 7.3820 7.5000 10/15/2022 GNMA
36224BFF1 G N M A MORTGAGE PASS TH323366 589,283 550,974 603,090 3,437 7.5897 7.0000 12/15/2022 GNMA
36224BFF1 G N M A MORTGAGE PASS TH323366 287,493 268,803 294,229 1,677 7.5897 7.0000 12/15/2022 GNMA
</TABLE>
Page 16 of 26
<PAGE> 324
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36224BFF1 G N M A MORTGAGE PASS TH323366 229,072 214,180 234,439 1,336 7.5897 7.0000 12/15/2022 GNMA
36224CKH9 G N M A MORTGAGE PASS TH324396 1,671,046 1,764,950 1,777,040 11,837 7.9699 8.5000 6/15/2022 GNMA
36224DES0 G N M A MORTGAGE PASS TH325145 10,045,563 10,076,508 10,365,715 62,785 7.4721 7.5000 5/15/2022 GNMA
36224GXU7 G N M A MORTGAGE PASS TH328391 10,043,880 10,190,163 10,363,978 62,774 7.3700 7.5000 10/15/2022 GNMA
36224HAN6 G N M A MORTGAGE PASS TH328613 660,218 617,357 675,687 3,851 7.5903 7.0000 10/15/2022 GNMA
36224HAN6 G N M A MORTGAGE PASS TH328613 282,903 264,537 289,531 1,650 7.5903 7.0000 10/15/2022 GNMA
36224JKD3 G N M A MORTGAGE PASS TH329792 4,650,895 4,718,549 4,799,119 29,068 7.3702 7.5000 10/15/2022 GNMA
36224KDQ9 G N M A MORTGAGE PASS TH330511 3,326,289 3,374,829 3,432,298 20,789 7.3698 7.5000 10/15/2022 GNMA
36224KQU6 G N M A MORTGAGE PASS TH330867 604,578 565,333 618,743 3,527 7.5895 7.0000 11/15/2022 GNMA
36224KQU6 G N M A MORTGAGE PASS TH330867 128,562 120,216 131,574 750 7.5895 7.0000 11/15/2022 GNMA
36224LE52 G N M A MORTGAGE PASS TH331456 9,713,464 9,855,001 10,023,032 60,709 7.3700 7.5000 10/15/2022 GNMA
36224LE94 G N M A MORTGAGE PASS TH331460 11,396,847 11,562,835 11,760,065 71,230 7.3700 7.5000 10/15/2022 GNMA
36224LFD4 G N M A MORTGAGE PASS TH331464 7,496,755 7,606,086 7,735,677 46,855 7.3699 7.5000 10/15/2022 GNMA
36224MRU1 G N M A MORTGAGE PASS TH332699 19,731,605 20,077,401 20,360,451 123,323 7.3438 7.5000 9/15/2022 GNMA
36224PR59 G N M A MORTGAGE PASS TH334508 23,934,382 24,250,380 24,697,171 149,590 7.3821 7.5000 10/15/2022 GNMA
36224PSF6 G N M A MORTGAGE PASS TH334518 12,481,664 12,646,640 12,879,455 78,010 7.3819 7.5000 10/15/2022 GNMA
36224QWT9 G N M A MORTGAGE PASS TH335558 4,579,543 4,646,060 4,725,493 28,622 7.3704 7.5000 10/15/2022 GNMA
36224T2T6 G N M A MORTGAGE PASS TH338386 1,033,446 1,047,112 1,066,382 6,459 7.3819 7.5000 10/15/2022 GNMA
36224TAL4 G N M A MORTGAGE PASS TH337611 269,529 252,008 275,844 1,572 7.5897 7.0000 12/15/2022 GNMA
36224UBA4 GNMA 30 YR SF LN 338533 2,337,796 2,185,908 2,392,571 13,637 7.5893 7.0000 12/15/2022 GNMA
36224UBA4 GNMA 30 YR SF LN 338533 175,032 163,661 179,133 1,021 7.5893 7.0000 12/15/2022 GNMA
36224URF6 G N M A MORTGAGE PASS TH338986 529,452 536,452 546,326 3,309 7.3819 7.5000 10/15/2022 GNMA
36224W4B6 G N M A MORTGAGE PASS TH341118 724,104 746,654 747,181 4,526 7.2276 7.5000 4/15/2023 GNMA
36225ABA7 GNMA 30 YR SF LN 780033 9,379,025 8,886,194 9,481,538 50,803 6.9398 6.5000 7/15/2024 GNMA
36225ATG5 GNMA 30 YR SF LN 780551 7,456,778 7,592,729 7,687,416 46,605 7.3468 7.5000 4/15/2027 GNMA
36225AZF0 GNMA 30 YR SF LN 780742 968,945 988,368 991,647 5,652 6.8343 7.0000 9/15/2024 GNMA
362320AS2 G T E CORP DEB 5,000,000 5,163,823 5,703,800 37,917 8.2010 9.1000 6/1/2003 PBOB
362320AU7 G T E CORP DEB 5,000,000 4,736,719 5,335,050 65,250 8.3388 7.8300 5/1/2023 PBOB
36232HAA4 G T E CORP MTN A 5,000,000 5,001,953 5,155,100 136,667 6.5477 6.5600 8/14/2002 PBOB
362337AG2 G T E NORTH INC DEB D 4,200,000 4,306,593 4,639,656 48,300 6.5460 6.9000 11/1/2008 PBOB
36871@AA6 GENENCOR INTERNATIONAL INC 5,000,000 5,000,000 5,021,750 86,197 6.8200 6.8200 3/30/2006 PROB
37042NPA3 GENERAL MOTORS ACCEPTANCE CORP 6,000,000 5,980,185 6,039,540 108,750 8.2409 7.2500 5/5/1999 PBOB
373298BL1 GEORGIA PACIFIC CORP DEB 5,000,000 5,176,504 5,272,300 73,073 8.2932 8.6250 4/30/2025 PBOB
373298BL1 GEORGIA PACIFIC CORP DEB 5,500,000 5,817,843 5,799,530 80,380 8.0913 8.6250 4/30/2025 PBOB
373298BM9 GEORGIA PACIFIC CORP 3,000,000 2,970,171 3,146,370 10,267 7.8084 7.7000 6/15/2015 PBOB
381317AE6 GOLDEN WEST FINANCIAL 3,000,000 3,003,337 3,191,550 108,938 7.8332 7.8750 1/15/2002 PBOB
381317AF3 GOLDEN WEST FINANCIAL 3,000,000 3,042,577 3,244,770 53,042 7.8767 8.3750 4/15/2002 PBOB
38142#CT0 GOLDMAN SACHS GROUP, L.P. 5,000,000 5,000,000 5,865,000 120,069 9.5000 9.5000 3/31/2005 PROB
38142EAE8 GOLDMAN SACHS NTS 5,000,000 4,803,471 5,659,100 133,333 8.4819 8.0000 3/1/2013 PBOB
390064AG8 GREAT ATLANTIC & PACIFIC TEA 3,000,000 2,967,297 2,927,130 49,083 7.9320 7.7500 4/15/2007 PBOB
393505AX0 GREEN TREE FINANCIAL 1993-1 7,153,237 7,127,495 7,264,971 41,131 6.9339 6.9000 4/15/2018 PBOB
393505HP0 GREEN TREE FINL 1995-6 CL A3 2,245,264 2,233,920 2,248,767 6,636 6.6901 6.6500 9/15/2026 PBOB
40218LAJ6 GULF CANADA RESOURCES SR NTS 1,250,000 1,244,537 1,246,738 13,086 8.4602 8.3750 11/15/2005 PBOB
402550BV8 ENTERGY GULF STATES INC (GULF 5,000,000 5,065,483 5,068,800 133,542 5.8567 6.4100 8/1/2001 PBOB
402550BZ9 ENTERGY GULF STATES INC (GULF 2,000,000 2,101,831 2,206,520 41,250 7.0720 8.2500 4/1/2004 PBOB
402550CE5 ENTERGY GULF STATES INC (GULF 5,000,000 5,012,285 5,063,600 62,167 7.1513 7.4600 11/1/1999 PBOB
411347AC1 HANSON OVERSEAS 10,000,000 9,814,512 10,411,100 198,750 7.1026 6.7500 9/15/2005 PBOB
413086AB5 HARMAN INTL 7,000,000 7,035,950 6,855,100 256,200 7.2381 7.3200 7/1/2007 PBOB
413875A#2 HARRIS CORP 9,000,000 9,001,673 9,090,360 177,785 9.5443 9.6100 4/17/1999 PROB
416592AA1 HARTFORD LIFE 1,000,000 999,632 1,047,980 3,067 6.9082 6.9000 6/15/2004 PBOB
416592AA1 HARTFORD LIFE 4,000,000 3,998,526 4,191,920 12,267 6.9082 6.9000 6/15/2004 PBOB
41987QAC7 HAWAIIAN ELEC INDS INC MTN B 5,000,000 5,000,000 5,245,450 79,763 7.0900 7.0900 6/23/2003 PBOB
422317A*8 HEARST-ARGYLE TELEVISION, INC. 2,000,000 2,000,000 2,007,120 6,382 7.1800 7.1800 12/15/2010 PROB
423328BA0 HELLER FINL INC NTS 5,000,000 5,080,225 5,070,050 65,625 5.8734 7.8750 11/1/1999 PBOB
432848AH2 HILTON HOTELS SR NTS 5,000,000 5,160,021 5,212,550 83,917 7.4260 7.9500 4/15/2007 PBOB
432848AH2 HILTON HOTELS SR NTS 6,000,000 6,188,956 6,255,060 100,700 7.4342 7.9500 4/15/2007 PBOB
436429A#1 HOLNAM INC. 3,000,000 3,000,000 2,958,600 5,667 6.8000 6.8000 12/21/2008 PROB
441560AB5 HOUGHTON MIFFLIN CO 3,000,000 2,995,701 3,006,990 70,000 7.0258 7.0000 3/1/2006 PBOB
441812ER1 HOUSEHOLD FINANCE CORP 5,000,000 5,008,034 5,045,500 16,944 7.2612 7.6250 6/15/1999 PBOB
44181KMD3 HOUSEHOLD FINANCE CORP 5,000,000 4,961,207 5,066,600 151,111 8.1749 8.0000 8/15/2004 PBOB
441913AE0 HOUSEHOLD FINANCE CORP LTD 3,000,000 2,999,131 3,014,490 36,219 7.2151 7.1250 4/30/1999 PBOB
</TABLE>
Page 17 of 26
<PAGE> 325
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
448814CT8 HYDRO-QUEBEC DEB GQ GTD 5,000,000 5,137,944 6,152,900 190,208 8.0017 8.2500 1/15/2027 PBOB
449223AC0 IBP INC 4,000,000 3,980,901 3,680,680 118,750 7.1652 7.1250 2/1/2026 PBOB
44949TAG3 I E C FDG CORP SR NTS 20,000,000 20,000,000 21,600,000 5,178 9.3200 9.3200 12/30/2007 PROB
45068HAF3 ITT HARTFORD 5,000,000 5,165,029 5,384,200 60,833 6.9640 7.3000 11/1/2015 PBOB
450733AA8 IBERDROLA NTS 5,000,000 5,061,046 5,281,000 93,750 7.1232 7.5000 10/1/2002 PBOB
45111*AA9 UNITED AIR LINES INC 2,317,850 2,317,851 2,775,973 6,090 10.5100 10.5100 6/22/2005 PROB
45111*AA9 UNITED AIR LINES INC 3,497,547 3,759,017 4,188,837 9,190 8.9634 10.5100 6/22/2005 PROB
452317AA8 ILLINOVA CORP NTS 2,500,000 2,467,477 2,605,900 74,219 7.4370 7.1250 2/1/2004 PBOB
459745DW2 INTL LEASE FIN 20,000,000 19,936,351 20,567,000 229,167 7.0253 6.8750 5/1/2001 PBOB
460575AR4 ENRON CORP (INTERNORTH) NTS 1,500,000 1,590,741 1,783,980 42,510 8.4856 9.6250 3/15/2006 PBOB
462622B@9 IPSCO INC 5,000,000 5,000,000 5,112,400 91,500 7.3200 7.3200 4/1/2009 PROB
465077AA3 ISRAEL ELEC CORP LTD SR NTS 6,000,000 5,990,317 6,106,200 19,333 7.2771 7.2500 12/15/2006 PROB
46623PAA2 JPM CAP TRUST 5,000,000 5,000,000 5,304,450 173,839 7.5400 7.5400 1/15/2027 PBOB
482584AN9 K MART CORP 5,000,000 5,143,942 4,962,500 209,375 8.0992 8.3750 7/1/2022 PBOB
482584AN9 K MART CORP 5,000,000 5,128,379 4,962,500 209,375 8.1284 8.3750 7/1/2022 PBOB
482620AU5 K N ENERGY INC SR NTS 11,000,000 10,975,586 10,945,220 243,833 6.6945 6.6500 3/1/2005 PBOB
48267*AB3 KPMG PEAT MARWICK LLP 8,000,000 8,000,000 8,071,600 1,429 6.4300 6.4300 7/22/2008 PROB
482727AE4 K-III COMM CORP NTS 2,500,000 2,491,686 2,575,000 88,542 8.5636 8.5000 2/1/2006 PBOB
501044BF7 KROGER CO SR NTS 2,000,000 2,000,000 2,253,020 75,161 8.1500 8.1500 7/15/2006 PBOB
501044BM2 KROGER CO NTS 4,000,000 4,046,157 4,043,840 15,111 6.6944 6.8000 12/15/2018 PBOB
501044BM2 KROGER CO NTS 6,000,000 6,069,235 6,065,760 22,667 6.6944 6.8000 12/15/2018 PBOB
501900AC8 L S PWR FDG CORP SR SECD NTS A 13,000,000 13,000,000 13,422,500 2,596 7.1900 7.1900 6/30/2010 PBOB
50730KAH0 LAIDLAW INC DEB 6,000,000 6,628,232 6,497,340 110,833 7.8066 8.7500 4/15/2025 PBOB
50730KAN7 LAIDLAW INC DEB 1,000,000 997,660 962,660 11,167 6.7342 6.7000 5/1/2008 PBOB
50730KAN7 LAIDLAW INC DEB 3,000,000 2,992,980 2,887,980 33,500 6.7342 6.7000 5/1/2008 PBOB
50730KAN7 LAIDLAW INC DEB 1,000,000 997,660 962,660 11,167 6.7342 6.7000 5/1/2008 PBOB
50730KAN7 LAIDLAW INC DEB 1,000,000 997,660 962,660 11,167 6.7342 6.7000 5/1/2008 PBOB
51808BAA0 LASMO (USA) INC 3,000,000 2,986,217 3,023,130 17,813 7.2484 7.1250 6/1/2003 PBOB
51808BAA0 LASMO (USA) INC 3,000,000 2,986,217 3,023,130 17,813 7.2484 7.1250 6/1/2003 PBOB
52466*AA6 A T & T CORP (AMER TEL & TEL) 11,984,583 11,984,583 13,525,920 75,004 7.5100 7.5100 4/1/2010 PROB
524908BD1 LEHMAN BROS HLDGS NTS 5,000,000 5,263,147 5,558,200 70,833 7.6348 8.5000 5/1/2007 PBOB
524908BD1 LEHMAN BROS HLDGS NTS 5,000,000 5,197,255 5,558,200 70,833 7.8462 8.5000 5/1/2007 PBOB
52736RAA0 LEVI STRAUSS NTS 2,000,000 1,994,625 2,012,760 22,667 6.8663 6.8000 11/1/2003 PBOB
52736RAA0 LEVI STRAUSS NTS 2,000,000 2,006,859 2,012,760 22,667 6.7157 6.8000 11/1/2003 PBOB
532491AC1 LILLY INDS SR NTS 144A 5,000,000 4,963,395 5,192,950 32,292 7.8658 7.7500 12/1/2007 PBOB
532716AF4 LIMITED INC 5,000,000 4,734,257 5,033,150 110,417 8.0001 7.5000 3/15/2023 PBOB
539830AB5 LOCKHEED MARTIN CORP NTS 3,000,000 2,998,742 3,085,890 26,258 6.8695 6.8500 5/15/2001 PBOB
539830AB5 LOCKHEED MARTIN CORP NTS 5,000,000 4,997,903 5,143,150 43,764 6.8695 6.8500 5/15/2001 PBOB
539830AC3 LOCKHEED MARTIN CORP 5,000,000 5,271,746 5,412,100 46,319 6.3164 7.2500 5/15/2006 PBOB
540424AG3 LOEWS CORP. 5,000,000 4,795,179 5,019,350 31,771 8.0096 7.6250 6/1/2023 PBOB
542671CK6 LONG ISLAND LTG CO DEB 5,000,000 5,038,349 5,061,200 168,306 5.8377 7.3000 7/15/1999 PBOB
54340*AA4 LOOMIS, SAYLES & CO, LP 791,800 791,800 798,190 15,143 7.6500 7.6500 7/1/1999 PROB
54340*AA4 LOOMIS, SAYLES & CO, LP 902,500 902,500 909,783 17,260 7.6500 7.6500 7/1/1999 PROB
54340*AA4 LOOMIS, SAYLES & CO, LP 1,500,000 1,500,000 1,512,105 28,688 7.6500 7.6500 7/1/1999 PROB
54340*AA4 LOOMIS, SAYLES & CO, LP 805,700 805,700 812,202 15,409 7.6500 7.6500 7/1/1999 PROB
54340*AA4 LOOMIS, SAYLES & CO, LP 1,000,000 1,000,000 1,008,070 19,125 7.6500 7.6500 7/1/1999 PROB
54340*AA4 LOOMIS, SAYLES & CO, LP 1,000,000 1,000,000 1,008,070 19,125 7.6500 7.6500 7/1/1999 PROB
543859AJ1 LORAL CORP DEB 5,000,000 4,974,113 5,426,450 16,944 7.7431 7.6250 6/15/2004 PBOB
543859AJ1 LORAL CORP DEB 2,000,000 1,989,645 2,170,580 6,778 7.7431 7.6250 6/15/2004 PBOB
543859AJ1 LORAL CORP DEB 2,000,000 1,989,645 2,170,580 6,778 7.7431 7.6250 6/15/2004 PBOB
543859AJ1 LORAL CORP DEB 1,000,000 993,619 1,085,290 3,389 7.7707 7.6250 6/15/2004 PBOB
543859AL6 LORAL CORP 4,720,000 4,741,317 5,296,170 15,996 7.5852 7.6250 6/15/2025 PBOB
54600@AC3 LOUIS DREYFUS CORP 1,250,000 1,250,000 1,313,988 18,222 8.3300 8.3300 4/28/2002 PROB
54600@AD1 LOUIS DREYFUS CORP 2,500,000 2,500,000 2,736,900 37,406 8.5500 8.5500 4/28/2005 PROB
54600@AF6 LOUIS DREYFUS CORPORATION 10,000,000 10,000,000 10,336,500 186,803 7.3900 7.3900 9/30/2007 PROB
549866AA9 LUKENS INC 2,500,000 2,492,593 2,325,000 79,427 7.6913 7.6250 8/1/2004 PBOB
55071*AB4 SOUTHERN CALIFORNIA ED CO 4,542,526 4,723,122 4,088,273 226,559 11.1437 11.9700 2/1/2006 PROB
552673AM7 M C I COMMUNICATIONS CORP SR 7,000,000 6,853,951 7,578,060 191,042 7.9667 7.5000 8/20/2004 PBOB
552673AP0 M C I COMMUNICATIONS CORP SR 10,000,000 10,695,411 10,783,300 368,958 7.6153 8.2500 1/20/2023 PBOB
552673AS4 M C I COMMUNICATIONS CORP SR 5,000,000 4,961,235 5,328,100 105,486 7.8200 7.7500 3/23/2025 PBOB
552673AU9 M C I COMMUNICATIONS CORP SR 3,000,000 2,996,928 3,174,180 9,500 7.1335 7.1250 6/15/2027 PBOB
</TABLE>
Page 18 of 26
<PAGE> 326
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
552673AU9 M C I COMMUNICATIONS CORP SR 2,000,000 1,997,952 2,116,120 6,333 7.1335 7.1250 6/15/2027 PBOB
552673AU9 M C I COMMUNICATIONS CORP SR 5,000,000 4,994,880 5,290,300 15,833 7.1335 7.1250 6/15/2027 PBOB
552673AU9 M C I COMMUNICATIONS CORP SR 4,375,000 4,627,185 4,629,013 13,854 6.6702 7.1250 6/15/2027 PBOB
563469DG7 MANITOBA (PROVINCE OF) DEB 5,000,000 5,040,205 5,266,650 112,500 6.5265 6.7500 3/1/2003 PBOB
563469DH5 MANITOBA (PROVINCE OF) DEB 5,000,000 4,714,498 5,187,100 137,813 7.5040 6.1250 1/19/2004 PBOB
564054AF1 MANOR CARE INC 1,000,000 996,762 1,010,960 3,333 7.5576 7.5000 6/15/2006 PBOB
564054AF1 MANOR CARE INC 1,000,000 996,762 1,010,960 3,333 7.5576 7.5000 6/15/2006 PBOB
564054AF1 MANOR CARE INC 2,000,000 1,993,524 2,021,920 6,667 7.5576 7.5000 6/15/2006 PBOB
564054AF1 MANOR CARE INC 3,000,000 3,075,687 3,032,880 10,000 7.0590 7.5000 6/15/2006 PBOB
570387AQ3 MARK IV IND 144A 3,000,000 2,985,683 2,842,500 75,000 7.5761 7.5000 9/1/2007 PBOB
570387AQ3 MARK IV IND 144A 2,000,000 1,994,000 1,895,000 50,000 7.5478 7.5000 9/1/2007 PBOB
577778BF9 MAY DEPT STORES CO NTS 5,000,000 5,000,000 5,586,800 78,639 7.4500 7.4500 10/15/2016 PBOB
577778BF9 MAY DEPT STORES CO NTS 5,000,000 5,000,000 5,586,800 78,639 7.4500 7.4500 10/15/2016 PBOB
577778BF9 MAY DEPT STORES CO NTS 2,800,000 3,120,398 3,128,608 44,038 6.3659 7.4500 10/15/2016 PBOB
582834AP2 MEAD CORP DEB 6,000,000 6,499,823 6,375,660 151,000 6.9488 7.5500 3/1/2047 PBOB
58528#AK3 MEIJER INC 3,154,342 3,154,342 3,448,800 66,635 8.4500 8.4500 10/1/2005 PROB
58528#AN7 MEIJER INC 2,966,300 2,966,300 3,243,204 62,663 8.4500 8.4500 10/1/2005 PROB
58528#AR8 MEIJER INC 3,060,638 3,060,639 3,346,349 64,656 8.4500 8.4500 10/1/2005 PROB
58528#BD8 MEIJER INC 2,860,000 2,860,000 2,896,608 83,059 6.9700 6.9700 8/1/2003 PROB
58528#BG1 MEIJER, INC. 3,810,000 3,810,000 3,858,768 110,649 6.9700 6.9700 8/1/2003 PROB
58528#BK2 MEIJER, INC 3,170,000 3,170,000 3,210,576 92,062 6.9700 6.9700 8/1/2003 PROB
58550HAA2 MELLON BANK N.A. 2,000,000 2,000,000 2,212,580 18,847 7.3750 7.3750 5/15/2007 PBOB
58550HAA2 MELLON BANK N.A. 3,000,000 2,998,413 3,318,870 28,271 7.3836 7.3750 5/15/2007 PBOB
58550HAA2 MELLON BANK N.A. 5,000,000 5,222,553 5,531,450 47,118 6.6725 7.3750 5/15/2007 PBOB
589929CQ9 MLMI 91G B 1,432,857 1,427,319 1,423,443 10,926 9.2015 9.1500 10/15/2011 PBOB
589929MG0 MERRILL LYNCH MTGE INVS SERS 7,000,000 6,959,230 7,429,520 40,600 7.0066 6.9600 11/21/2028 CMBS
589929MH8 MERRILL LYNCH MTGE INVS SERS 3,000,000 2,931,440 2,921,130 17,400 7.1453 6.9600 11/21/2028 CMBS
589969AB0 MERITA BANK 5,000,000 5,109,413 5,038,750 157,292 7.3353 7.5000 12/29/2049 PBOB
589969AB0 MERITA BANK 2,000,000 1,980,531 2,015,500 62,917 7.5755 7.5000 12/29/2049 PBOB
589969AB0 MERITA BANK 3,000,000 2,963,793 3,023,250 94,375 7.5938 7.5000 12/29/2049 PBOB
589969AB0 MERITA BANK 5,000,000 5,149,383 5,038,750 157,292 7.2768 7.5000 12/29/2049 PBOB
59000VAA5 MERITA BANK 144A 2,500,000 2,499,701 2,418,850 497 7.1509 7.1500 12/29/2049 PBOB
59000VAA5 MERITA BANK 144A 5,000,000 5,024,435 4,837,700 993 7.1142 7.1500 12/29/2049 PBOB
590188EP9 MERRILL LYNCH & CO INC 5,000,000 5,070,689 5,229,000 114,583 6.4825 6.8750 3/1/2003 PBOB
590188ES3 MERRILL LYNCH & CO INC 5,000,000 5,000,000 5,379,950 62,222 7.0000 7.0000 4/27/2008 PBOB
590188FT0 MERRILL LYNCH & CO INC 2,500,000 2,497,488 2,525,025 50,000 6.0502 6.0000 3/1/2001 PBOB
590188FT0 MERRILL LYNCH & CO INC 2,500,000 2,497,488 2,525,025 50,000 6.0502 6.0000 3/1/2001 PBOB
590188FX1 MERRILL LYNCH & CO INC 3,000,000 3,063,144 3,265,710 28,271 7.0046 7.3750 5/15/2006 PBOB
590188JN9 MERRILL LYNCH & CO NTS 10,000,000 10,182,030 10,336,200 70,660 6.7078 6.8750 11/15/2018 PBOB
59151KAC2 METHANEX CORP 2,625,000 2,651,987 2,742,495 76,854 7.5498 7.7500 8/15/2005 PBOB
59158*AX4 METLIFE CAPITAL LTD 2,794,412 2,794,412 2,841,107 67,625 7.2600 7.2600 3/2/2006 PROB
592907AB5 FRED MEYER INC SR NTS 1,000,000 1,002,182 1,078,620 24,833 7.4168 7.4500 3/1/2008 PBOB
597433AC5 MIDLAND BANK PLC 4,000,000 4,259,840 4,554,200 51,000 7.1014 7.6500 5/1/2025 PBOB
597433AC5 MIDLAND BANK PLC 1,000,000 1,064,960 1,138,550 12,750 7.1014 7.6500 5/1/2025 PBOB
597433AE1 MIDLAND BANK PLC 5,000,000 4,973,835 5,528,050 16,944 7.7186 7.6250 6/15/2006 PBOB
59753#AB7 MIDLAND FDG CORP SR SECD 3,988,091 4,001,037 4,386,900 192,536 10.8876 11.0000 7/23/2002 PROB
597706AF7 MIDLAND REALTY ACCEPTANCE CORP 2,098,000 2,107,450 2,215,698 14,030 7.9576 8.0250 7/25/2008 CMBS
59814#AA6 LOWE'S HOME CENTERS 3,880,914 3,880,915 4,277,854 17,387 7.6800 7.6800 4/10/2016 PROB
59814#AB4 LOWE'S HOME CENTERS 3,739,790 3,739,790 4,122,296 16,754 7.6800 7.6800 4/10/2016 PROB
60036NAA9 MILLENNIUM AMERICA INC NTS 4,000,000 3,860,347 3,801,320 35,778 7.5975 7.0000 11/15/2006 PBOB
60036NAA9 MILLENNIUM AMERICA INC NTS 1,000,000 980,731 950,330 8,944 7.3265 7.0000 11/15/2006 PBOB
60036NAA9 MILLENNIUM AMERICA INC NTS 5,000,000 4,903,654 4,751,650 44,722 7.3265 7.0000 11/15/2006 PBOB
604110AN6 MINNESOTA PWR & LT CO 1ST MTGE 2,500,000 2,722,784 2,657,050 16,146 6.3662 7.7500 6/1/2007 PBOB
606592AF0 MITCHELL ENERGY & DEV 5,000,000 4,537,113 4,864,900 127,500 9.0483 6.7500 2/15/2004 PBOB
606592AF0 MITCHELL ENERGY & DEV 8,000,000 8,072,242 7,783,840 204,000 6.5397 6.7500 2/15/2004 PBOB
611662BE6 MONSANTO CO DEB 10,000,000 9,958,263 10,022,900 39,722 6.5378 6.5000 12/1/2018 PBOB
617059AW0 J P MORGAN COMMERCIAL MTGE FIN 2,500,000 2,496,591 2,532,200 15,208 7.3114 7.3000 11/25/2027 CMBS
617059BP4 JPMC 1996-C3 D 5,000,000 4,979,959 5,356,100 34,771 8.3818 8.3450 4/25/2028 CMBS
61744#AB5 MORGAN STANLEY & CO 5,000,000 5,000,000 5,604,800 141,833 8.5100 8.5100 3/1/2005 PROB
617446AR0 MORGAN STANLEY & CO 5,000,000 4,570,482 5,122,100 76,528 8.0558 7.2500 10/15/2023 PBOB
617446AR0 MORGAN STANLEY & CO 2,000,000 1,837,206 2,048,840 30,611 8.0106 7.2500 10/15/2023 PBOB
</TABLE>
Page 19 of 26
<PAGE> 327
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
61745EGD7 MORGAN STANLEY GROUP 5,000,000 4,997,912 5,019,500 108,611 5.7712 5.7500 2/15/2001 PBOB
61745EGD7 MORGAN STANLEY GROUP 2,500,000 2,498,956 2,509,750 54,306 5.7712 5.7500 2/15/2001 PBOB
61745EGD7 MORGAN STANLEY GROUP 5,000,000 4,997,912 5,019,500 108,611 5.7712 5.7500 2/15/2001 PBOB
61910DBM3 MCFI 1996-MC1 D 5,000,000 4,960,544 5,447,950 17,333 7.9429 7.8000 4/15/2006 CMBS
628855AN8 NCNB CORP 5,000,000 6,189,640 6,833,200 235,167 7.6418 10.2000 7/15/2015 PBOB
628857DJ0 NCNB CORP 10,000,000 10,779,583 11,708,700 79,167 7.7125 9.5000 6/1/2004 PBOB
629527AS1 NABISCO INC 2,000,000 1,975,791 2,011,440 6,089 7.0869 6.8500 6/15/2005 PBOB
629527AS1 NABISCO INC 3,000,000 2,963,686 3,017,160 9,133 7.0869 6.8500 6/15/2005 PBOB
629527AS1 NABISCO INC 4,400,000 4,188,757 4,425,168 13,396 7.8110 6.8500 6/15/2005 PBOB
629527CB6 NABISCO INC NTS 5,000,000 4,984,900 4,883,700 132,813 6.3965 6.3750 2/1/2035 PBOB
629527CB6 NABISCO INC NTS 5,000,000 4,832,891 4,883,700 132,813 6.6196 6.3750 2/1/2035 PBOB
629527CB6 NABISCO INC NTS 2,655,000 2,601,298 2,593,245 70,523 6.5214 6.3750 2/1/2035 PBOB
638539A*7 NATIONAL WESTMINSTER BANK 5,000,000 4,421,102 3,950,000 24,635 6.1170 5.3750 11/30/2049 PBOB
638539A*7 NATIONAL WESTMINSTER BANK 5,000,000 4,402,431 3,950,000 24,635 6.1437 5.3750 11/30/2049 PBOB
638539A*7 NATIONAL WESTMINSTER BANK 2,000,000 1,763,466 1,580,000 9,854 6.1348 5.3750 11/30/2049 PBOB
638585AH2 NATIONSBANK CORP SR NTS 3,000,000 2,979,704 3,002,550 34,042 5.9278 5.3750 4/15/2000 PBOB
63858RDQ1 NATIONSBANK CORP MTN 11,000,000 10,906,292 11,916,960 165,458 7.2770 7.1250 4/30/2006 PBOB
63859CAE3 NLFC 1996-1 C 2,358,378 2,335,091 2,548,062 15,113 7.8729 7.6900 1/20/2006 CMBS
63859CAF0 NLFC 1996-1 D 3,000,000 3,107,745 3,105,090 19,225 7.0424 7.6900 1/20/2006 CMBS
63957*AG6 NATIONAL CONVENIENCE STORES IN 2,833,507 2,822,251 2,975,834 748 9.6559 9.5000 6/30/2003 PROB
644162AP4 COM MTG PASS THRU CERTS, SER 1 16,254,636 16,760,856 16,254,636 108,364 7.7183 8.0000 12/15/2023 CMBS
649840BS3 NEW YORK STATE ELEC & GAS CORP 2,000,000 2,185,063 2,000,000 29,583 7.9875 8.8750 11/1/2021 PBOB
649840BS3 NEW YORK STATE ELEC & GAS CORP 3,000,000 3,245,377 3,000,000 44,375 8.0843 8.8750 11/1/2021 PBOB
650905A*3 NEWCOURT CREDIT GROUP INC 4,550,000 4,550,000 4,907,266 128,409 8.2600 8.2600 2/28/2005 PROB
65118#AA6 NEWCOURT CREDIT GROUP INC 2,450,000 2,450,000 2,642,374 69,143 8.2600 8.2600 2/28/2005 PROB
651290AC2 NEWFIELD EXPLORATION CO 3,500,000 3,490,209 3,410,365 55,047 7.4940 7.4500 10/15/2007 PBOB
651290AC2 NEWFIELD EXPLORATION CO 2,000,000 2,007,794 1,948,780 31,456 7.3889 7.4500 10/15/2007 PBOB
651290AC2 NEWFIELD EXPLORATION CO 500,000 477,484 487,195 7,864 8.1785 7.4500 10/15/2007 PBOB
65163QAA6 NEWMONT GOLD 8,870,362 8,870,363 9,576,088 386,393 8.9100 8.9100 1/5/2009 PBOB
652478AJ7 NEWS AMERICA HOLDING INC 5,000,000 5,065,630 5,611,500 160,556 8.2229 8.5000 2/15/2005 PBOB
652478AX6 NEWS AMERICA HOLDINGS 5,000,000 5,100,008 5,741,350 151,111 8.3113 8.5000 2/23/2025 PBOB
653522BX9 NIAGARA MOHAWK PWR CORP 3,000,000 3,525,405 3,621,570 48,750 6.5320 9.7500 11/1/2005 PBOB
653522BX9 NIAGARA MOHAWK PWR CORP 2,000,000 2,364,132 2,414,380 32,500 6.4174 9.7500 11/1/2005 PBOB
653522CQ3 NIAGARA MOHAWK PWR CORP 2,250,000 2,248,425 2,262,173 44,063 5.8965 5.8750 9/1/2002 PBOB
653522CQ3 NIAGARA MOHAWK PWR CORP 2,750,000 2,748,076 2,764,878 53,854 5.8965 5.8750 9/1/2002 PBOB
653522DJ8 NIAGARA MOHAWK PWR CORP SR NT 500,000 498,772 546,215 9,688 7.7864 7.7500 10/1/2008 PBOB
653522DJ8 NIAGARA MOHAWK PWR CORP SR NT 3,000,000 3,093,322 3,277,290 58,125 7.2985 7.7500 10/1/2008 PBOB
655422AJ2 NORANDA INC 5,000,000 4,984,108 5,192,950 33,333 8.0870 8.0000 6/1/2003 PBOB
655422AM5 NORANDA INC 2,000,000 1,998,690 2,093,220 7,222 8.1401 8.1250 6/15/2004 PBOB
655492AF3 NORCEN ENERGY RESOURCES DEB 1,000,000 985,654 1,029,540 9,424 7.6331 7.3750 5/15/2006 PBOB
655492AF3 NORCEN ENERGY RESOURCES DEB 1,430,000 1,389,983 1,472,242 13,476 7.8828 7.3750 5/15/2006 PBOB
655492AG1 NORCEN ENERGY RESOURCES DEB 2,000,000 2,000,000 2,130,300 77,567 7.8000 7.8000 7/2/2008 PBOB
655492AG1 NORCEN ENERGY RESOURCES DEB 3,000,000 3,004,567 3,195,450 116,350 7.7771 7.8000 7/2/2008 PBOB
655663A*3 NORDSON CORPORATION 10,000,000 10,000,000 10,386,600 60,267 6.7800 6.7800 8/29/2007 PROB
655844AH1 NORFOLK SOUTHERN CORP NTS 2,000,000 1,998,782 2,209,300 18,783 7.3599 7.3500 5/15/2007 PBOB
666807AD4 NORTHROP GRUMMAN CORP NTS 4,100,000 4,100,000 4,587,326 74,654 8.6250 8.6250 10/15/2004 PBOB
666807AD4 NORTHROP GRUMMAN CORP NTS 1,000,000 1,000,000 1,118,860 18,208 8.6250 8.6250 10/15/2004 PBOB
666807AD4 NORTHROP GRUMMAN CORP NTS 5,000,000 4,956,869 5,594,300 91,042 8.8185 8.6250 10/15/2004 PBOB
669827DM6 NOVA SCOTIA (PROVINCE OF) DEB 7,000,000 7,251,682 9,193,240 153,125 8.3958 8.7500 4/1/2022 PBOB
670768AA8 NYNEX CORP DEB 10,162,200 10,855,073 12,001,152 161,748 8.2966 9.5500 5/1/2010 PBOB
674599BC8 OCCIDENTAL PETROLEUM CORP 2,000,000 2,122,891 2,146,120 18,542 10.3940 11.1250 6/1/2019 PBOB
674599BE4 OCCIDENTAL PETROLEUM DEB 1,500,000 1,577,691 1,656,900 57,813 8.7048 9.2500 8/1/2019 PBOB
674599BE4 OCCIDENTAL PETROLEUM DEB 3,000,000 3,254,808 3,313,800 115,625 8.3773 9.2500 8/1/2019 PBOB
674599BF1 OCCIDENTAL PETROLEUM CORP 2,500,000 3,051,778 3,027,125 74,531 7.1410 10.1250 9/15/2009 PBOB
674599BF1 OCCIDENTAL PETROLEUM CORP 3,000,000 3,653,513 3,632,550 89,438 7.1750 10.1250 9/15/2009 PBOB
674599BG9 OCCIDENTAL PETROLEUM CORP NTS 1,500,000 1,554,397 1,629,510 19,406 8.6717 10.1250 11/15/2001 PBOB
674599BG9 OCCIDENTAL PETROLEUM CORP NTS 1,000,000 1,052,533 1,086,340 12,938 8.0405 10.1250 11/15/2001 PBOB
677347BJ4 OHIO ED CO 1ST MTGE 8,500,000 9,279,932 9,413,750 215,865 6.3388 8.6250 9/15/2003 PBOB
683234HA9 ONTARIO (PROVINCE OF) BD 2,000,000 2,016,586 2,150,040 11,625 7.4712 7.7500 6/4/2002 PBOB
683234HJ0 ONTARIO (PROVINCE OF) DEB 3,000,000 2,957,113 3,035,400 1,531 7.1515 6.1250 6/28/2000 PBOB
683234MF2 ONTARIO PROVINCE SR UNSUB 2,500,000 2,485,480 2,508,050 34,375 5.5780 5.5000 10/1/2008 PBOB
</TABLE>
Page 20 of 26
<PAGE> 328
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
68389YAA1 ORACLE CORP 2,000,000 2,000,000 2,063,360 50,773 6.7200 6.7200 2/15/2004 PBOB
68389YAA1 ORACLE CORP 2,000,000 2,000,000 2,063,360 50,773 6.7200 6.7200 2/15/2004 PBOB
68389YAB9 ORACLE CORP 5,000,000 5,131,312 5,221,550 130,522 6.4889 6.9100 2/15/2007 PBOB
690768BB1 OWENS ILLINOIS INC 3,000,000 3,132,952 3,185,430 31,050 7.3809 8.1000 5/15/2007 PBOB
690768BB1 OWENS ILLINOIS INC 2,000,000 2,131,175 2,123,620 20,700 7.0494 8.1000 5/15/2007 PBOB
693659AC8 P V N G S II FDG CORP DEB 10,000,000 8,959,542 11,110,400 2,222 9.2240 8.0000 12/30/2015 PBOB
693659AC8 P V N G S II FDG CORP DEB 1,000,000 1,099,954 1,111,040 222 6.9862 8.0000 12/30/2015 PBOB
694032AK9 PACIFIC BELL DEB 5,000,000 5,087,049 5,336,250 160,556 8.3439 8.5000 8/15/2031 PBOB
695117AA9 PACIFICORP HLDGS INC SR NTS 1,000,000 998,559 1,010,230 16,875 6.8202 6.7500 4/1/2001 PBOB
695117AA9 PACIFICORP HLDGS INC SR NTS 2,000,000 1,997,119 2,020,460 33,750 6.8202 6.7500 4/1/2001 PBOB
695117AA9 PACIFICORP HLDGS INC SR NTS 2,000,000 1,997,119 2,020,460 33,750 6.8202 6.7500 4/1/2001 PBOB
695117AB7 PACIFICORP HLDGS INC SR NTS 2,000,000 1,991,096 2,067,320 36,000 7.2801 7.2000 4/1/2006 PROB
69512EGH2 PACIFICORP SECD MTN G 2,900,000 2,735,738 3,076,059 16,010 7.5464 6.6250 6/1/2007 PBOB
69512EGH2 PACIFICORP SECD MTN G 5,000,000 4,716,790 5,303,550 27,604 7.5464 6.6250 6/1/2007 PBOB
69512EGJ8 PACIFICORP SECD MTN G 5,000,000 5,000,000 5,133,100 141,100 6.1200 6.1200 1/15/2006 PBOB
695629AK1 PAINE WEBBER GROUP 3,500,000 3,553,159 3,651,025 90,417 7.2706 7.7500 9/1/2002 PBOB
695629AS4 PAINE WEBBER GROUP INC MTGE 5,000,000 5,170,715 5,285,500 68,750 7.0819 8.2500 5/1/2002 PBOB
695629AS4 PAINE WEBBER GROUP INC MTGE 2,000,000 2,068,286 2,114,200 27,500 7.0819 8.2500 5/1/2002 PBOB
697926AC7 PANENERGY CORP NTS 5,000,000 4,981,826 5,277,300 73,889 7.0615 7.0000 10/15/2006 PBOB
697933AJ8 PANAMSAT CORP NTS 7,500,000 7,440,260 7,431,675 207,500 6.2261 6.0000 1/15/2003 PBOB
699216AG2 PARAMOUNT COMMUNICATIONS INC 7,000,000 6,826,097 7,334,740 242,083 8.4436 7.5000 1/15/2002 PBOB
699216AK3 PARAMOUNT COMMUNICATIONS INC 5,000,000 4,265,286 5,090,700 172,917 8.9941 7.5000 7/15/2023 PBOB
701018AA1 PARKER & PARSLEY 5,000,000 5,000,000 4,979,700 93,681 8.8750 8.8750 4/15/2005 PBOB
701018AA1 PARKER & PARSLEY 3,000,000 3,102,751 2,987,820 56,208 8.1678 8.8750 4/15/2005 PBOB
701018AA1 PARKER & PARSLEY 3,970,000 4,247,037 3,953,882 74,382 7.4642 8.8750 4/15/2005 PBOB
701018AB9 PARKER & PARSLEY PETROLEUM COR 2,000,000 1,991,189 1,893,240 62,333 8.3226 8.2500 8/15/2007 PBOB
701018AB9 PARKER & PARSLEY PETROLEUM COR 900,000 973,473 851,958 28,050 6.9741 8.2500 8/15/2007 PBOB
708160BA3 PENNEY J C INC DEB 4,000,000 4,424,068 4,478,280 17,333 8.6703 9.7500 6/15/2021 PBOB
71428#AA9 PERPETUAL SAVINGS BANK LOAN TR 262,249 258,160 267,712 1,967 9.5115 9.0000 11/15/2005 ABOB
716536C*6 PETROLANE INC 1,185,973 1,185,974 1,386,818 12,601 12.7500 12.7500 6/1/2003 PROB
71654QAL6 PETROLEOS MEXICANOS 1,000,000 999,113 905,000 26,058 8.8648 8.8500 9/15/2007 PBOB
716597AA7 PETROLEUM GEO SERIVCES 1,000,000 994,103 1,036,740 18,958 7.5976 7.5000 3/31/2007 PBOB
716597AA7 PETROLEUM GEO SERIVCES 2,500,000 2,485,256 2,591,850 47,396 7.5976 7.5000 3/31/2007 PBOB
716597AA7 PETROLEUM GEO SERIVCES 1,000,000 994,103 1,036,740 18,958 7.5976 7.5000 3/31/2007 PBOB
716597AA7 PETROLEUM GEO SERIVCES 5,000,000 5,099,903 5,183,700 94,792 7.1748 7.5000 3/31/2007 PBOB
718507AS5 PHILLIPS PETROLEUM CO 5,000,000 5,135,186 5,345,350 37,500 7.7523 9.0000 6/1/2001 PBOB
72605XAC9 PLACER DOME INC 5,000,000 5,000,000 4,839,850 176,458 7.7000 7.7000 10/16/2025 PBOB
730361A#9 POCO PETROLEUMS LTD 4,200,000 4,200,000 4,404,540 25,905 8.5400 8.5400 6/5/2001 PROB
737679AS9 POTOMAC ELEC PWR CO 1ST MTGE 713,500 661,653 721,391 17,857 8.7632 6.6250 2/15/2003 PBOB
74005PAE4 PRAXAIR INC NTS 5,000,000 5,084,132 5,165,300 57,500 6.6212 6.9000 11/1/2006 PBOB
74143WAA0 PRICE COSTCO INC 5,000,000 4,997,825 5,273,050 15,833 7.1335 7.1250 6/15/2005 PBOB
74143WAA0 PRICE COSTCO INC 3,000,000 3,079,317 3,163,830 9,500 6.6152 7.1250 6/15/2005 PBOB
74143WAA0 PRICE COSTCO INC 7,000,000 6,920,757 7,382,270 22,167 7.3484 7.1250 6/15/2005 PBOB
74143WAA0 PRICE COSTCO INC 5,000,000 5,008,906 5,273,050 15,833 7.0901 7.1250 6/15/2005 PBOB
74143WAA0 PRICE COSTCO INC 5,000,000 5,106,814 5,273,050 15,833 6.7118 7.1250 6/15/2005 PBOB
74143WAA0 PRICE COSTCO INC 5,000,000 5,409,021 5,273,050 15,833 5.5977 7.1250 6/15/2005 PBOB
743659AM6 PROTECTION ONE ALARM MON 3,000,000 2,993,616 2,981,220 82,354 7.4163 7.3750 8/15/2005 PBOB
743862AC8 PROVIDENT CO INC NT 1,000,000 996,677 1,025,740 29,573 6.4381 6.3750 7/15/2005 PBOB
743862AC8 PROVIDENT CO INC NT 1,000,000 996,677 1,025,740 29,573 6.4381 6.3750 7/15/2005 PBOB
743862AC8 PROVIDENT CO INC NT 1,000,000 996,677 1,025,740 29,573 6.4381 6.3750 7/15/2005 PBOB
743862AC8 PROVIDENT CO INC NT 1,000,000 996,677 1,025,740 29,573 6.4381 6.3750 7/15/2005 PBOB
743862AC8 PROVIDENT CO INC NT 1,000,000 996,677 1,025,740 29,573 6.4381 6.3750 7/15/2005 PBOB
743917AN6 PRUDENTIAL INS CO SR NTS 144A 4,000,000 4,067,368 4,104,720 106,958 6.0937 6.3750 7/23/2006 PBOB
743917AN6 PRUDENTIAL INS CO SR NTS 144A 2,000,000 1,991,522 2,052,360 53,479 6.4467 6.3750 7/23/2006 PBOB
743917AN6 PRUDENTIAL INS CO SR NTS 144A 2,000,000 1,991,522 2,052,360 53,479 6.4467 6.3750 7/23/2006 PBOB
74434R6Y2 PHMS 1994-6 A2 11,688,501 11,712,108 11,706,735 63,313 6.4837 6.5000 2/25/2024 CMO
74434T7Q4 PHMS 1994-14 CL A4 1,949,837 1,896,498 1,938,255 11,049 7.1761 6.8000 4/25/2009 CMO
74434T7Q4 PHMS 1994-14 CL A4 3,984,450 3,913,134 3,960,782 22,579 7.0446 6.8000 4/25/2009 CMO
74434TKD8 PHMS 1993-19 CL M 9,327,954 9,546,713 9,488,302 58,300 7.2943 7.5000 6/25/2023 CMO
74434TTW7 PRU HOME 1993-43 A6 1,294,924 1,313,998 1,290,871 7,284 6.6289 6.7500 10/25/2023 CMO
74434TTX5 PHMS 1993-43-A7 TAC22 9,875,099 9,201,253 9,773,188 55,547 7.3486 6.7500 10/25/2023 CMO
</TABLE>
Page 21 of 26
<PAGE> 329
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
74434TTX5 PHMS 1993-43-A7 TAC22 9,875,099 9,227,170 9,773,188 55,547 7.3244 6.7500 10/25/2023 CMO
74434TTX5 PHMS 1993-43-A7 TAC22 4,937,549 4,653,539 4,886,593 27,774 7.2502 6.7500 10/25/2023 CMO
74437UAA9 PTTEP INTL LTD 5,000,000 4,997,447 4,331,050 95,313 7.6339 7.6250 10/1/2006 PBOB
744448AY7 PUB SVC CO OF COLORADO 1ST 10,000,000 9,983,446 11,099,000 270,833 8.1649 8.1250 3/1/2004 PBOB
744499AM6 PUB SVC CO OF NEW MEXICO NTS 2,000,000 2,013,282 2,053,160 57,194 6.9725 7.1000 8/1/2005 PBOB
744499AM6 PUB SVC CO OF NEW MEXICO NTS 1,850,000 1,848,110 1,899,173 52,905 7.1197 7.1000 8/1/2005 PBOB
74730*AG7 QUAD/GRAPHICS INC 10,000,000 10,000,000 8,651,300 238,000 7.1400 7.1400 9/1/2010 PROB
748148KP7 QUEBEC (PROVINCE OF) DEB 2,000,000 2,047,713 2,244,480 37,156 8.1300 8.8000 4/15/2003 PBOB
748148KP7 QUEBEC (PROVINCE OF) DEB 5,000,000 5,040,147 5,611,200 92,889 8.5723 8.8000 4/15/2003 PBOB
748148PB3 QUEBEC (PROVINCE OF) DEB NJ 5,000,000 4,698,157 5,663,150 172,917 8.0687 7.5000 7/15/2023 PBOB
748148PD9 QUEBEC (PROVINCE OF) DEB NN 5,000,000 5,277,871 5,436,850 140,521 6.6661 7.1250 2/9/2024 PBOB
749121AE9 QWEST COMMUNICATIONS SR NTS 1,298,000 1,494,950 1,493,154 35,289 8.2982 10.8750 4/1/2007 PBOB
74912EAF8 R&B FALCON CORP SR NTS SER B 3,000,000 2,981,890 2,682,120 42,750 6.8699 6.7500 4/15/2005 PBOB
750755AA8 RAILCAR TRUST 1992-1 3,219,650 3,369,149 3,434,980 20,794 6.7206 7.7500 6/1/2004 ABOB
751277AM6 RALSTON PURINA CO NTS 4,250,000 4,799,495 5,332,645 82,993 7.4822 9.2500 10/15/2009 PBOB
755111AC5 RAYTHEON CO 4,000,000 3,937,742 4,402,280 136,028 7.5111 7.3750 7/15/2025 PBOB
755111AC5 RAYTHEON CO 1,000,000 984,436 1,100,570 34,007 7.5111 7.3750 7/15/2025 PBOB
755111AC5 RAYTHEON CO 1,000,000 984,436 1,100,570 34,007 7.5111 7.3750 7/15/2025 PBOB
755111AE1 RAYTHEON INC 2,000,000 1,973,985 2,119,560 51,000 6.9531 6.7500 8/15/2007 PBOB
755111AE1 RAYTHEON INC 1,000,000 997,800 1,059,780 25,500 6.7841 6.7500 8/15/2007 PBOB
755111AE1 RAYTHEON INC 4,000,000 3,991,200 4,239,120 102,000 6.7841 6.7500 8/15/2007 PBOB
755111AE1 RAYTHEON INC 1,000,000 997,800 1,059,780 25,500 6.7841 6.7500 8/15/2007 PBOB
755111AE1 RAYTHEON INC 2,000,000 1,995,600 2,119,560 51,000 6.7841 6.7500 8/15/2007 PBOB
755111AS0 RAYTHEON CO 5,000,000 4,958,170 4,978,000 15,111 6.4753 6.4000 12/15/2018 PBOB
760677B*4 REPUBLIC NATIONAL BANK OF NEW 19,445,243 19,445,244 18,768,160 100,467 6.2000 6.2000 12/1/2025 PROB
760677B*4 REPUBLIC NATIONAL BANK OF NEW 619,423 619,423 597,855 3,200 6.2000 6.2000 12/1/2025 PROB
760677B*4 REPUBLIC NATIONAL BANK OF NEW 638,625 638,625 616,388 3,300 6.2000 6.2000 12/1/2025 PROB
760677B*4 REPUBLIC NATIONAL BANK OF NEW 658,422 658,423 635,496 3,402 6.2000 6.2000 12/1/2025 PROB
760677B*4 REPUBLIC NATIONAL BANK OF NEW 678,833 678,833 655,196 3,507 6.2000 6.2000 12/1/2025 PROB
76074#AA5 WAL-MART STORES INC 4,395,795 4,395,796 5,043,252 28,390 7.7500 7.7500 1/1/2010 PROB
7609444A3 RFMSI 1994-S9 A5 20,000,000 19,922,329 19,812,400 108,333 6.5314 6.5000 3/25/2024 CMO
760944E20 RFMSI 1993 S40 M2 6,019,271 5,796,215 5,895,154 33,858 7.0667 6.7500 11/25/2023 CMO
760944X52 RFMSI 1994-S2 CL M2 2,448,272 2,434,040 2,411,548 14,282 7.0495 7.0000 1/25/2024 CMO
760947PW5 RFMSI 1995-R20 CL A-5 14,514,417 14,409,801 14,863,634 90,715 7.5627 7.5000 12/25/2025 CMO
76110FRR6 RALI 1998-QS4 CL AI5 10,000,000 10,087,182 10,168,800 58,333 6.9303 7.0000 3/25/2028 PBOB
76116FAA5 RESOLUTION FDG CORP PRIN 25,000,000 6,941,810 7,621,250 0 6.2594 0.0000 10/15/2019 PBOB
767754AH7 RITE AID CORP 2,500,000 2,497,256 2,659,900 82,135 7.1432 7.1250 1/15/2007 PBOB
767754AH7 RITE AID CORP 1,600,000 1,648,055 1,702,336 52,567 6.6369 7.1250 1/15/2007 PBOB
774849AA1 RODAMCO NV 8,315,000 8,419,705 8,552,726 77,560 7.0513 7.3000 5/15/2005 PBOB
775100AA8 ROGERS CABLESYSTEM LTD 5,000,000 5,077,012 5,387,500 200,521 9.1117 9.6250 8/1/2002 PBOB
77641#AA7 THE HOME DEPOT USA, INC 12,500,000 12,500,000 13,377,875 77,083 7.4000 7.4000 5/1/2005 PROB
780097AB7 ROYAL BK SCOTLAND GROUP 3,000,000 2,970,401 3,029,820 79,688 6.4941 6.3750 2/1/2011 PBOB
780153AE2 ROYAL CARIBBEAN CRUISES SR NTS 3,100,000 3,209,426 3,162,093 84,906 6.6521 7.2500 8/15/2006 PBOB
780153AF9 ROYAL CARIBBEAN CRUISES 2,000,000 1,994,673 1,998,960 29,556 7.0412 7.0000 10/15/2007 PBOB
780153AF9 ROYAL CARIBBEAN CRUISES 1,000,000 997,337 999,480 14,778 7.0412 7.0000 10/15/2007 PBOB
780153AF9 ROYAL CARIBBEAN CRUISES 1,000,000 997,337 999,480 14,778 7.0412 7.0000 10/15/2007 PBOB
780153AF9 ROYAL CARIBBEAN CRUISES 1,000,000 997,337 999,480 14,778 7.0412 7.0000 10/15/2007 PBOB
780153AH5 ROYAL CARIBBEAN CRUISES LTD 1,000,000 994,607 979,410 19,875 6.8299 6.7500 3/15/2008 PBOB
780153AH5 ROYAL CARIBBEAN CRUISES LTD 2,000,000 1,989,214 1,958,820 39,750 6.8299 6.7500 3/15/2008 PBOB
780153AH5 ROYAL CARIBBEAN CRUISES LTD 1,000,000 994,607 979,410 19,875 6.8299 6.7500 3/15/2008 PBOB
780153AH5 ROYAL CARIBBEAN CRUISES LTD 1,000,000 994,607 979,410 19,875 6.8299 6.7500 3/15/2008 PBOB
783755AA9 RYERSON TULL INC 5,000,000 4,992,006 5,196,750 195,972 8.5714 8.5000 7/15/2001 PBOB
786514AR0 SAFEWAY INC 2,500,000 2,576,411 2,657,600 51,528 6.5340 7.0000 9/15/2007 PBOB
786514AW9 SAFEWAY INC. 4,000,000 3,997,348 4,130,160 37,556 6.5092 6.5000 11/15/2008 PBOB
786609AA5 SAGA PETE A S 1,000,000 998,324 1,065,160 38,733 8.4385 8.4000 7/15/2004 PBOB
786609AA5 SAGA PETE A S 4,000,000 3,993,294 4,260,640 154,933 8.4385 8.4000 7/15/2004 PBOB
79377WAC2 SAKS INCORPORATED 5,000,000 4,961,262 5,036,450 30,208 7.6000 7.5000 12/1/2010 PBOB
79549BBK2 SALOMON INC NTS 5,000,000 4,997,853 5,077,850 163,778 6.7303 6.7000 7/5/2000 PBOB
79549BBK2 SALOMON INC NTS 2,000,000 1,999,141 2,031,140 65,511 6.7303 6.7000 7/5/2000 PBOB
79549BBY2 SALOMON SMITH BARNEY NTS 5,000,000 4,992,855 5,021,400 122,396 5.9489 5.8750 2/1/2001 PBOB
795770AF3 SALTON SEA FDG CORP SR SECD BD 7,500,000 7,500,000 8,059,500 50,633 7.8400 7.8400 5/30/2010 PBOB
</TABLE>
Page 22 of 26
<PAGE> 330
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
802176AA5 SANTE FE PACIFIC GOLD 3,000,000 2,998,403 3,134,010 125,625 8.3858 8.3750 7/1/2005 PBOB
802176AA5 SANTE FE PACIFIC GOLD 2,000,000 1,998,935 2,089,340 83,750 8.3858 8.3750 7/1/2005 PBOB
805570EV6 SMSC 1994-4A CL 1B1 5,021,793 4,976,928 5,028,070 28,248 6.8242 6.7500 4/25/2024 CMO
80689#AA4 SCHNEIDER NATIONAL LEASING 660,000 660,000 672,481 3,043 10.3750 10.3750 6/15/1999 PROB
80689#AF3 SCHNEIDER NATIONAL LEASING 1,785,714 1,785,714 1,818,910 37,542 7.1400 7.1400 3/15/2003 PROB
811804AC7 SEAGATE TECHNOLOGY INC 3,000,000 2,995,883 2,947,020 71,250 7.1573 7.1250 3/1/2004 PBOB
811804AC7 SEAGATE TECHNOLOGY INC 1,000,000 998,628 982,340 23,750 7.1573 7.1250 3/1/2004 PBOB
811850AG1 SEAGRAM LTD DEB 5,000,000 5,817,537 5,410,950 192,514 6.9203 8.3500 1/15/2022 PBOB
812387#E8 SEARS ROEBUCK & CO 1,000,000 1,022,763 1,056,070 23,650 7.7920 9.4600 6/20/2000 PBOB
812387*T7 SEARS ROEBUCK & CO 1,250,000 1,292,082 1,368,275 29,625 8.0019 9.4800 7/24/2001 PBOB
81238XRC7 SEARS ROEBUCK & CO 3,000,000 2,983,494 3,017,040 46,800 7.2089 6.2400 8/3/1999 PBOB
81375FKQ5 SASI 1995-4 B1 5,317,094 5,320,007 5,345,328 33,232 7.4953 7.5000 11/25/2025 CMO
816391AC0 SELKIRK COGEN FDG CORP 1ST 19,438,589 19,438,590 21,358,150 23,353 8.6500 8.6500 12/26/2007 PROB
817565AP9 SERVICE CORP INTL 5,000,000 5,376,647 5,541,150 81,278 6.6761 7.7000 4/15/2009 PBOB
820484AA1 SHAWMUT NATIONAL CORP 1,500,000 1,517,311 1,544,205 5,750 7.3540 8.6250 12/15/1999 PBOB
82048@AB6 GECC/AIR CDA LN CTF SERS 7,933,259 7,933,260 8,387,597 48,375 6.8600 6.8600 5/29/2015 PROB
82048@AD2 LUCAS INDUSTRIES PLC 5,492,008 5,492,008 5,511,999 184,872 6.7700 6.7700 7/2/2005 PROB
82616*AC8 SIEBE, INC 3,270,539 3,270,539 3,584,674 154,936 11.2200 11.2200 1/29/2001 PROB
82894*AM9 J.R. SIMPLOT CO 15,000,000 15,000,000 16,651,050 59,600 8.9400 8.9400 12/15/2004 PROB
83011@AA9 AMERADA HESS CORP 16,000,000 16,000,000 17,728,000 83,600 8.5500 8.5500 6/9/2007 PROB
830505AH6 SE BANKEN 144A 5,000,000 5,171,101 4,585,150 113,542 7.2449 7.5000 3/29/2049 PBOB
830505AH6 SE BANKEN 144A 5,000,000 5,172,950 4,585,150 113,542 7.2423 7.5000 3/29/2049 PBOB
833636AA1 SOQUIMICH (SOCIEDAD QUIMICA DE 3,000,000 2,993,897 2,648,430 68,017 7.7355 7.7000 9/15/2006 PBOB
844741AF5 SOUTHWEST AIRLINES CO 1,000,000 1,083,489 1,131,970 26,250 6.5950 7.8750 9/1/2007 PBOB
844741AF5 SOUTHWEST AIRLINES CO 4,200,000 4,560,185 4,754,274 110,250 6.5620 7.8750 9/1/2007 PBOB
844741AH1 SOUTHWEST AIRLINES CO 4,500,000 4,767,823 4,982,670 120,000 6.8024 8.0000 3/1/2005 PBOB
8447HBAB8 SOUTHTRUST BANK ALABAMA NTS 10,000,000 10,386,320 10,847,800 89,444 6.4645 7.0000 11/15/2008 PBOB
852060AC6 SPRINT CAPITAL CORP BONDS 6,000,000 5,995,601 6,132,900 45,938 6.1350 6.1250 11/15/2008 PBOB
85333JAR8 SCCMT 916 B 5,000,000 4,996,234 5,000,000 62,625 8.4287 8.3500 1/7/2000 ABOB
85746*CE8 CP SHIPS INC. 5,000,000 5,000,000 4,764,800 118,357 6.7100 6.7100 8/24/2012 PROB
85748FAA2 STATE STR INSTIT 144A 2,500,000 2,459,656 2,741,125 551 8.0864 7.9400 12/30/2026 PROB
85748FAA2 STATE STR INSTIT 144A 3,000,000 2,951,587 3,289,350 662 8.0864 7.9400 12/30/2026 PROB
85748FAA2 STATE STR INSTIT 144A 5,000,000 5,000,000 5,482,250 1,103 7.9400 7.9400 12/30/2026 PROB
860370AA3 STEWART ENTERPRISES INC NTS 4,000,000 4,029,414 4,051,240 22,333 6.5228 6.7000 12/1/2003 PBOB
867914AK9 SUNTRUST BANKS INC SUB NTS 5,000,000 5,198,001 5,487,550 184,375 6.6949 7.3750 7/1/2006 PBOB
86958PAA3 SVENSKA HANDELSBANKEN 5,000,000 4,906,983 5,568,750 192,514 8.7813 8.3500 7/15/2004 PBOB
87161#AA6 SYNTHES (USA) 5,000,000 5,000,000 4,889,150 72,150 6.6600 6.6600 10/13/2008 PROB
871829AE7 SYSCO CORP 5,000,000 4,982,941 5,573,600 76,528 7.3056 7.2500 4/15/2007 PBOB
872241AB0 TCA CABLE TV INC BDS 2,500,000 2,500,000 2,617,300 68,021 6.5300 6.5300 2/1/2028 PBOB
872287AM9 TELE-COMMUNICATIONS INC 4,000,000 3,996,952 4,120,880 42,500 6.3954 6.3750 5/1/2003 PBOB
87236#AA7 TCW GROUP, INC 2,000,000 2,000,000 2,153,840 24,380 8.2800 8.2800 11/8/2004 PROB
872469AA9 TIG HOLDINGS, INC. 5,500,000 5,679,538 5,972,725 94,340 7.4651 8.1250 4/15/2005 PBOB
872469AA9 TIG HOLDINGS, INC. 4,375,000 4,692,099 4,751,031 75,043 6.6940 8.1250 4/15/2005 PBOB
879240AM1 TELE COMMUNICATIONS INC 5,000,000 5,177,754 5,507,250 120,625 8.7199 9.6500 10/1/2003 PBOB
879240AU3 TELE COMMUNICATIONS INC 5,000,000 4,861,480 5,849,250 213,264 9.5459 9.2500 1/15/2023 PBOB
879868AB3 TEMPLE INLAND 9,000,000 9,305,318 9,601,110 135,000 7.3910 9.0000 5/1/2001 PBOB
88033GAK6 TENET HEALTHCARE CORP 5,000,000 4,981,335 5,195,650 33,854 8.1807 8.1250 12/1/2008 PBOB
880370BQ3 TENNECO INC NTS 2,000,000 1,993,883 2,132,160 31,667 7.5503 7.5000 4/15/2007 PBOB
880370BQ3 TENNECO INC NTS 2,000,000 1,993,883 2,132,160 31,667 7.5503 7.5000 4/15/2007 PBOB
880451AT6 TENNESSEE GAS PIPELINE CO NTS 1,000,000 991,796 1,062,760 18,750 7.5838 7.5000 4/1/2017 PBOB
880451AT6 TENNESSEE GAS PIPELINE CO NTS 2,000,000 1,983,592 2,125,520 37,500 7.5838 7.5000 4/1/2017 PBOB
880451AT6 TENNESSEE GAS PIPELINE CO NTS 1,000,000 991,796 1,062,760 18,750 7.5838 7.5000 4/1/2017 PBOB
881685BA8 TEXACO CAPITAL 3,900,000 3,936,969 4,325,880 150,610 8.2828 8.3750 7/15/2022 PBOB
881685BA8 TEXACO CAPITAL 2,000,000 1,989,877 2,218,400 77,236 8.4248 8.3750 7/15/2022 PBOB
882850BQ2 TEXAS UTILS ELEC CO 1ST MTGE & 4,000,000 3,962,464 4,138,640 122,917 7.7828 7.3750 8/1/2001 PBOB
882850CP3 TEXAS UTILS ELEC CO 1ST MTGE & 5,000,000 4,731,127 5,321,100 168,750 7.8207 6.7500 7/1/2005 PBOB
885571AA7 360 COMMUNICATIONS CO SR NTS 2,000,000 1,996,007 2,107,660 47,500 7.1813 7.1250 3/1/2003 PBOB
885571AA7 360 COMMUNICATIONS CO SR NTS 5,000,000 4,948,732 5,269,150 118,750 7.4156 7.1250 3/1/2003 PBOB
885571AB5 360 COMMUNICATIONS CO SR NTS 2,800,000 2,774,626 3,091,844 70,000 7.6667 7.5000 3/1/2006 PBOB
887315A@8 TIME WARNER 10,000,000 10,000,000 9,961,600 66,667 8.0000 8.0000 7/31/2003 PROB
88731EAK6 TIME WARNER ENTERTAINMENT 5,300,000 4,718,282 5,830,795 128,083 8.9718 7.2500 9/1/2008 PBOB
</TABLE>
Page 23 of 26
<PAGE> 331
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
88731EAK6 TIME WARNER ENTERTAINMENT 3,000,000 2,927,439 3,300,450 72,500 7.6079 7.2500 9/1/2008 PBOB
89350LGS5 TRANSAMERICA FINANCE 8,000,000 8,036,182 8,288,080 176,533 6.5647 6.6200 12/6/2010 PBOB
89350LHS4 TRANSAMERICA FIN CORP SR NTS 10,000,000 9,983,445 10,034,500 96,979 6.1896 6.1250 11/1/2001 PBOB
89626*AA5 TRIMONT LEASING PARTNERS 10,000,000 10,000,000 11,492,800 2,706 9.7400 9.7400 12/30/2004 PROB
900262AR7 TURNER BROADCATING SR NTS 8,059,000 9,468,516 9,671,606 337,471 6.4948 8.3750 7/1/2013 PBOB
902045AC7 277 PARK AVENUE FINANCE CORP 4,000,000 4,023,765 4,207,520 26,267 7.7832 7.8800 5/12/2007 CMBS
902045AD5 277 PARK AVENUE FINANCE CORP 4,000,000 4,025,147 4,240,160 27,100 8.0266 8.1300 5/12/2007 CMBS
902905A*9 USX CORP 4,592,136 4,592,137 5,300,703 1,359 10.6500 10.6500 6/30/2003 PROB
902905AR9 USX CORP NTS 5,000,000 4,584,726 5,119,250 136,000 9.2736 7.2000 2/15/2004 PBOB
902917AC7 USA WASTE SERVICES 2,000,000 1,996,546 2,090,840 35,000 7.0370 7.0000 10/1/2004 PBOB
902917AC7 USA WASTE SERVICES 3,000,000 2,994,819 3,136,260 52,500 7.0370 7.0000 10/1/2004 PBOB
902917AF0 USA WASTE SVCS SR NTS 2,950,000 3,049,880 3,103,400 9,342 6.8044 7.1250 12/15/2017 PBOB
90331VAW2 US BANK N.A. SUB NTS 9,190,000 9,253,756 9,668,064 248,896 6.3981 6.5000 2/1/2008 PBOB
90332JAA6 USA NETWORKS SR NTS 144A 3,000,000 2,985,773 2,987,970 21,375 6.8377 6.7500 11/15/2005 PBOB
90337QAA5 USX CORP 2,500,000 2,502,682 2,676,525 8,844 7.9251 7.9600 8/5/2002 PBOB
90342@AB2 USS/KOBE STEEL CO 5,000,000 5,000,000 5,130,300 40,000 7.2000 7.2000 11/21/2005 PROB
90777HCB8 UNOCAL CORP 5,570,000 5,938,703 6,309,362 184,568 6.9225 7.9000 4/18/2008 PBOB
907818AW8 UNION PACIFIC CORP 4,000,000 4,196,793 4,319,880 55,667 7.9031 8.3500 5/1/2025 PBOB
907818AY4 UNION PACIFIC CORP NTS 3,500,000 3,441,349 3,538,255 93,333 6.7010 6.4000 2/1/2006 PBOB
907818AY4 UNION PACIFIC CORP NTS 5,000,000 4,945,637 5,054,650 133,333 6.5946 6.4000 2/1/2006 PBOB
907834AA3 UNION PAC RES 6,800,000 6,702,358 6,736,556 100,489 7.2445 7.0000 10/15/2006 PBOB
907834AE5 UNION PACIFIC RESOURCES 3,000,000 3,012,705 2,897,760 25,875 6.6885 6.7500 5/15/2008 PBOB
907834AE5 UNION PACIFIC RESOURCES 1,500,000 1,497,951 1,448,880 12,938 6.7699 6.7500 5/15/2008 PBOB
907834AE5 UNION PACIFIC RESOURCES 1,000,000 998,634 965,920 8,625 6.7699 6.7500 5/15/2008 PBOB
908064AA6 UNION PLANTERS BANK SUB NTS 5,000,000 4,990,685 5,154,400 95,694 6.5172 6.5000 3/15/2018 PBOB
908064AA6 UNION PLANTERS BANK SUB NTS 5,000,000 4,965,986 5,154,400 95,694 6.5628 6.5000 3/15/2018 PBOB
908587AE8 UNION TANK CAR CO 5,000,000 5,042,493 4,754,100 163,338 6.4806 6.5700 1/2/2014 PBOB
909283AA1 UNITED AIRLINES 4,280,939 4,354,882 4,753,640 108,308 8.9131 9.2000 3/22/2008 PBOB
909420B@9 UNITED ASSET MANAGEMENT CORP 10,000,000 10,000,000 11,173,100 312,200 8.9200 8.9200 8/25/2005 PROB
911596AJ3 US BANCORP 5,000,000 4,811,523 5,270,650 71,250 7.4681 6.7500 10/15/2005 PBOB
911596AJ3 US BANCORP 2,000,000 1,924,609 2,108,260 28,500 7.4681 6.7500 10/15/2005 PBOB
911596AJ3 US BANCORP 3,000,000 2,886,914 3,162,390 42,750 7.4681 6.7500 10/15/2005 PBOB
911596AJ3 US BANCORP 5,000,000 4,960,918 5,270,650 71,250 6.8962 6.7500 10/15/2005 PBOB
911684AB4 U S CELLULAR CORP NTS 10,000,000 9,949,799 10,688,200 273,889 7.3296 7.2500 8/15/2007 PBOB
912810DX3 US TREASURY BOND 7.5% 39,750,000 46,030,985 49,377,053 387,068 6.0421 7.5000 11/15/2016 GNOB
912810EG9 USA TREAS BONDS 25,000,000 33,132,956 35,578,000 826,257 6.0362 8.7500 8/15/2020 GNOB
912810EG9 USA TREAS BONDS 15,000,000 19,871,425 21,346,800 495,754 6.0399 8.7500 8/15/2020 GNOB
912810EG9 USA TREAS BONDS 10,000,000 13,252,221 14,231,200 330,503 6.0368 8.7500 8/15/2020 GNOB
912810EK0 USA TREAS BONDS 5,000,000 6,282,688 6,756,250 153,448 6.0319 8.1250 8/15/2021 GNOB
912810EK0 USA TREAS BONDS 25,000,000 31,455,703 33,781,250 767,238 6.0203 8.1250 8/15/2021 GNOB
912810EP9 USA TREAS BONDS 350,000 399,366 431,319 9,419 6.0101 7.1250 2/15/2023 GNOB
912810EV6 USA TREAS BONDS 500,000 514,061 606,015 12,984 6.6483 6.8750 8/15/2025 GNOB
912810FA1 USA TREAS BONDS 15,000,000 14,556,998 17,240,550 361,192 6.6061 6.3750 8/15/2027 GNOB
912810FA1 USA TREAS BONDS 10,000,000 9,733,910 11,493,700 240,795 6.5827 6.3750 8/15/2027 GNOB
912810FA1 USA TREAS BONDS 20,000,000 19,467,314 22,987,400 481,590 6.5829 6.3750 8/15/2027 GNOB
912810FA1 USA TREAS BONDS 21,000,000 20,495,655 24,136,770 505,669 6.5621 6.3750 8/15/2027 GNOB
912810FA1 USA TREAS BONDS 15,000,000 14,662,858 17,240,550 361,192 6.5499 6.3750 8/15/2027 GNOB
9128272E1 USA TREAS NOTES 13,000,000 12,939,902 13,528,060 2,200 6.2966 6.1250 12/31/2001 GNOB
9128272Y7 USA TREAS NOTES 34,500,000 34,463,517 36,214,305 11,848 6.2841 6.2500 6/30/2002 GNOB
9128273E0 USA TREAS NOTES 36,000,000 35,614,495 39,318,840 832,867 6.2878 6.1250 8/15/2007 GNOB
9128273E0 USA TREAS NOTES 20,000,000 19,892,937 21,843,800 462,704 6.2061 6.1250 8/15/2007 GNOB
9128273G5 USA TREAS NOTES 25,000,000 25,068,959 26,277,250 530,905 6.1647 6.2500 8/31/2002 GNOB
9128273G5 USA TREAS NOTES 25,000,000 25,122,937 26,277,250 530,905 6.0982 6.2500 8/31/2002 GNOB
9128274F6 USA TREAS NOTES 49,700,000 53,557,146 53,031,391 362,968 4.5964 5.6250 5/15/2008 GNOB
912827A85 USA TREAS NOTES 400,000 400,000 429,564 4,155 8.0000 8.0000 5/15/2001 GNOB
912827J78 USA TREAS NOTES 150,000 153,551 158,625 3,541 5.5990 6.2500 2/15/2003 GNOB
912827S86 USA TREAS NOTES 4,500,000 4,486,277 5,152,500 127,480 7.5631 7.5000 2/15/2005 GNOB
912827U26 USA TREAS NOTES 500,000 499,874 510,705 2,747 6.2690 6.2500 5/31/2000 GNOB
912827Y55 USA TREAS NOTES 17,000,000 17,566,641 19,356,030 549,728 6.4351 7.0000 7/15/2006 GNOB
912833DH0 USA TREAS NOTES STRIP IS 15,000,000 5,288,549 6,227,850 0 6.5713 0.0000 2/15/2015 GZOB
912912AQ5 US WEST CAPITAL FUNDING 5,000,000 5,200,806 5,334,650 173,785 6.5654 6.8750 7/15/2028 PBOB
</TABLE>
Page 24 of 26
<PAGE> 332
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
912920AA3 U S WEST COMMUNICATIONS INC 8,500,000 9,377,561 9,502,915 62,865 7.9803 8.8750 6/1/2031 PBOB
912920AA3 U S WEST COMMUNICATIONS INC 3,000,000 3,309,727 3,353,970 22,188 7.9803 8.8750 6/1/2031 PBOB
912920AA3 U S WEST COMMUNICATIONS INC 680,000 748,400 760,233 5,029 8.0015 8.8750 6/1/2031 PBOB
912920AL9 U S WEST COMMUNICATIONS INC 3,500,000 3,440,023 3,701,215 35,700 7.3454 7.2000 11/10/2026 PBOB
913025AH5 SPRINT CORP (UNITED 1,000,000 1,031,368 1,137,290 23,750 8.6032 9.5000 4/1/2003 PBOB
91311QAA3 UNITED UTILITIES PLC 5,000,000 4,972,960 5,066,800 80,625 6.5288 6.4500 4/1/2008 PBOB
91311QAB1 UNITED UTLITIES PLC NTS 7,500,000 7,465,612 7,521,600 199,219 6.3359 6.2500 8/15/2005 PBOB
913903AG5 UNIVERSAL HEALTH SERVICES 2,500,000 2,462,238 2,575,000 82,639 9.0583 8.7500 8/15/2005 PBOB
91928*AK4 VALERO MGT LP SR SECD NTS J 4,500,000 4,502,862 5,584,905 132,765 10.0085 10.0200 3/15/2007 PROB
926391AC7 VICTORIAN PUB AUTHS FIN AGCY 3,000,000 3,080,753 3,229,680 63,375 7.3513 8.4500 10/1/2001 PBOB
928227AM9 VIRGINIAN RR CO 483,650 490,717 469,436 12,091 5.7992 6.0000 8/1/2008 PBOB
92929QAC1 WMX TECHNOLOGIES INC NTS 1,520,000 1,621,410 1,658,274 20,604 6.4990 8.0000 4/30/2004 PBOB
92930@AB6 WAL-MART STORES INC 2,311,853 2,311,853 2,518,486 5,658 8.0100 8.0100 3/20/2003 PROB
931142AQ6 WAL MART STORES 5,000,000 5,118,671 5,243,800 27,083 5.8820 6.5000 6/1/2003 PBOB
93114KAF0 WAL MART STORES INC DISC NTS 5,000,000 5,000,000 5,935,300 215,500 8.6200 8.6200 1/1/2010 PBOB
93305*AA5 WAL-MART STORES INC 2,764,165 2,764,165 2,764,497 21,699 9.4200 9.4200 1/1/1999 PROB
949740BY9 WELLS FARGO & CO 6,400,000 6,009,023 6,535,296 65,333 7.6610 6.1250 11/1/2003 PBOB
952841AB0 WEST FRASER MILLS LTD 7,500,000 7,481,898 8,309,775 165,625 7.5465 7.5000 9/15/2005 PROB
958845AA7 AMERICAN GENERAL CORP SR NTS 5,000,000 5,203,440 5,303,000 134,583 6.1860 7.1250 2/15/2004 PBOB
959425AJ8 WESTERN RESOURCES INC. 5,000,000 5,120,742 5,238,150 143,229 6.3545 6.8750 8/1/2004 PBOB
961238AG7 WESTPOINT STEVENS INC SR NTS 5,000,000 5,053,097 5,062,500 17,500 7.6634 7.8750 6/15/2005 PBOB
96913QAD8 WILLIAMETTE INDUS INC 3,500,000 3,371,188 3,693,235 29,517 7.3395 6.6000 4/22/2005 PBOB
96951@AB1 WILLIAMS HOLDINGS PLC 10,000,000 10,000,000 10,790,100 97,767 8.3800 8.3800 11/19/2002 PROB
969904A*2 WILLIAMS-SONOMA INC 5,000,000 5,000,000 4,673,250 143,000 7.2000 7.2000 8/8/2005 PROB
97180*DH8 DELTA AIRLINES 1,065,987 1,122,069 1,219,681 53,427 8.7592 10.0800 1/2/2004 PROB
97180*MH8 DELTA AIRLINES 1,062,886 1,118,988 1,216,133 53,272 8.7550 10.0800 1/2/2004 PROB
97180*NJ3 AMERICAN AIRLINES 923,277 923,278 1,087,029 21,769 9.8700 9.8700 4/5/2006 PROB
97180*NR5 AMERICAN AIRLINES INC 514,651 514,651 605,755 13,122 9.8700 9.8700 4/18/2006 PROB
97180*NS3 AMERICAN AIRLINES INC 514,651 514,651 605,930 12,135 9.8700 9.8700 4/18/2006 PROB
97180*NT1 AMERICAN AIRLINES INC 514,567 514,568 606,150 10,299 9.8700 9.8700 4/18/2006 PROB
97180*VD7 FEDERAL EXPRESS CORP 2,503,060 2,503,060 2,645,509 108,029 8.6800 8.6800 1/2/2002 PROB
97180*VH8 INGRAM INDUSTRIES INC 4,770,925 4,770,925 5,311,852 3,228 8.1200 8.1200 12/28/2005 PROB
97180*VT2 GATX CAPITAL CORP 904,245 904,245 896,812 15,926 6.4700 6.4700 3/23/2004 PROB
97180*VV7 GATX CAPITAL CORP 1,551,204 1,551,204 1,538,453 27,321 6.4700 6.4700 3/23/2004 PROB
97180*VZ8 GATX CAPITAL CORP 513,375 513,375 509,155 9,042 6.4700 6.4700 3/23/2004 PROB
97180*XH6 AIRBUS INDUSTRIE G.I.E./DELTA 17,556,577 17,556,578 18,654,565 591,862 6.7800 6.7800 7/2/2008 PROB
97181#AQ6 INTERPOOL INC 6,348,904 6,348,905 7,129,184 14,396 9.0700 9.0700 6/21/2005 PROB
97181#FW8 FEDERAL EXPRESS CORP 3,194,456 3,108,213 3,485,183 142,952 9.7548 9.0000 7/2/2004 PROB
976826BB2 WISCONSIN PWR & LIGHT 5,000,000 4,995,706 5,092,050 48,292 5.7116 5.7000 10/15/2008 PBOB
984245A*1 YPF SOCIEDAD ANONIMA 2,885,677 2,885,677 2,885,677 3,587 8.9500 8.9500 5/26/2002 PBOB
C7472#AB3 QCT RESOURCES LIMITED 5,000,000 5,000,000 5,188,600 78,217 7.4100 7.4100 10/15/2005 PROB
C9528#AA5 WEST FRASER MILLS LTD BTD SR 8,000,000 8,000,000 8,360,720 1,876 8.4400 8.4400 6/30/2004 PROB
D20601A97 DEUTSCHLAND BUNDESREPUB 1,749,158 1,796,359 1,796,210 104,075 5.5732 6.0000 1/4/2007 PBOB
G2684@AA8 EFM DRAGON TRUST PLC 10,000,000 10,000,000 10,677,800 2,017 7.2600 7.2600 12/30/2008 PROB
G3018#AA1 EXETER REASSURANCE CO. LTD. 50,000,000 50,000,000 53,781,000 352,083 8.4500 8.4500 12/31/2004 PROB
G3018#AA1 EXETER REASSURANCE CO. LTD. 2,235,819 2,235,819 2,404,892 15,744 8.4500 8.4500 12/31/2004 PROB
G3018#AA1 EXETER REASSURANCE CO. LTD. 2,206,963 2,206,963 2,373,854 15,541 8.4500 8.4500 12/31/2004 PROB
G3018#AA1 EXETER REASSURANCE CO. LTD. 2,300,207 2,300,208 2,474,149 16,197 8.4500 8.4500 12/31/2004 PROB
G3018#AA1 EXETER REASSURANCE CO. LTD. 1,344,789 1,344,789 1,446,482 9,470 8.4500 8.4500 12/31/2004 PROB
G3018#AA1 EXETER REASSURANCE CO. LTD. 896,526 896,526 964,321 6,313 8.4500 8.4500 12/31/2004 PROB
G3018#AA1 EXETER REASSURANCE CO. LTD. 1,401,606 1,401,606 1,507,595 9,870 8.4500 8.4500 12/31/2004 PROB
G3018#AA1 EXETER REASSURANCE CO. LTD. 2,397,391 2,397,391 2,578,682 16,882 8.4500 8.4500 12/31/2004 PROB
G3018#AA1 EXETER REASSURANCE CO. LTD. 1,237,970 1,237,970 1,331,585 8,717 8.4500 8.4500 12/31/2004 PROB
G3018#AA1 EXETER REASSURANCE CO. LTD. 950,898 950,898 1,022,805 6,696 8.4500 8.4500 12/31/2004 PROB
G3018#AA1 EXETER REASSURANCE CO. LTD. 1,290,274 1,290,274 1,387,845 9,086 8.4500 8.4500 12/31/2004 PROB
G3018#AA1 EXETER REASSURANCE CO. LTD. 860,183 860,183 925,230 6,057 8.4500 8.4500 12/31/2004 PROB
G3018#AA1 EXETER REASSURANCE CO. LTD. 934,404 934,404 1,005,064 6,580 8.4500 8.4500 12/31/2004 PROB
G3782#AC1 GLENCORE FINANCE (BERMUDA) LTD 7,500,000 7,500,000 8,663,700 89,296 7.3900 7.3900 5/3/2006 PROB
G3850#AC8 GRANADA GROUP PLC 5,000,000 5,000,000 5,115,900 12,794 6.5800 6.5800 6/17/2005 PROB
G7496*AA7 RIT CAPITAL PARTNERS PLC 10,000,000 10,000,000 10,203,300 98,817 7.2600 7.2600 5/12/2001 PROB
N6410*AE6 NESTE OY 12,000,000 12,000,000 12,847,320 137,387 8.9600 8.9600 5/15/2002 PROB
</TABLE>
Page 25 of 26
<PAGE> 333
Closed Block Segment: TNE Traditional
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal
Code Value Value Value Interest Book Yld
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
P60694A#6 KIMBERLY-CLARK DE MEXICO SA DE 10,000,000 10,000,000 10,174,100 35,822 8.0600
P60694A#6 KIMBERLY-CLARK DE MEXICO SA DE 2,000,000 2,021,826 2,034,820 7,164 6.8624
Q0982#AA8 BONLAC FOODS LTD 7,000,000 7,000,000 7,096,460 184,318 6.9700
Q5253#AA9 LEIGHTON HOLDINGS LTD. 3,642,857 3,642,857 3,731,852 43,775 7.2100
Q8723*AA9 TELECOM CORP OF NEW ZEALAND 845,718 845,719 851,401 18,064 8.1800
U64150AB8 NEL MORTGAGE FUNDING CORP 3,580,000 3,553,976 3,559,952 0 8.6302
U64150AB8 NEL MORTGAGE FUNDING CORP 5,415,000 5,384,565 5,384,676 0 6.5923
Z09128374 TREASURY (U.K.) 9.00% 6,608,800 8,815,705 8,829,357 128,872 4.7021
Z41763725 CABLE & WIRELESS PLC EURO DEB 5,000,000 4,545,787 5,109,400 13,542 8.8415
Z41763725 CABLE & WIRELESS PLC EURO DEB 5,000,000 4,845,416 5,109,400 13,542 7.2646
Z50404542 FORD MTR CRED MTN EURO 10,000,000 9,223,776 9,978,400 553,900 7.3699
Z60601160 AUSTRALIAN GOVT BONDS 7,912,500 8,820,624 8,840,478 68,245 4.9704
0800036 1,854,634 1,854,634 1,854,634 14,380 9.6250
0800100 1,738,696 1,738,696 1,738,696 34,707 9.6250
0800126 779,124 781,416 781,416 5,492 8.7500
0800141 5,586,838 5,586,838 5,586,838 45,005 10.0000
0800153 3,146,514 3,146,514 3,146,514 -1,138 13.0000
0800167 1,013,095 1,013,095 1,013,095 2,448 3.0000
0800205 817,134 804,409 804,409 -64 2.7900
0800236 1,079,369 1,079,369 1,079,369 9,238 10.6250
0800241 913,690 913,690 913,690 5,336 7.2500
0800244 1,581,800 1,581,800 1,581,800 -373 8.5000
0800264 5,545,176 5,545,176 5,545,176 173,961 7.7300
0800284 7,818,822 7,818,822 7,818,822 62,985 10.0000
0800307 1,145,584 1,145,584 1,145,584 2,538 2.7500
0800342 2,563,895 2,563,895 2,563,895 20,654 10.0000
0800355 3,386,914 3,386,914 3,386,914 156,819 10.3900
0800361 1,518,129 1,518,129 1,518,129 12,076 9.8750
0800370 1,157,787 1,157,787 1,157,787 9,793 10.5000
0800396 1,123,718 1,123,718 1,123,718 9,278 10.2500
0800397 843,376 843,376 843,376 6,624 9.7500
0800410 1,490,973 1,490,973 1,490,973 15,806 7.5400
0800417 3,280,438 3,280,438 3,280,438 -707 7.7500
0800419 2,204,793 2,204,793 2,204,793 -606 9.8750
0800423 16,299,573 16,299,573 16,299,573 145,220 6.8141
0800436 933,221 933,221 933,221 6,672 8.8750
0800445 3,548,068 3,548,068 3,548,068 -3,004 8.2500
0800446 1,365,940 1,365,940 1,365,940 -329 8.6250
0800452 1,765,676 1,765,676 1,765,676 12,801 9.0000
0800463 2,597,184 2,597,184 2,597,184 -623 8.6250
0800477 5,269,347 5,269,347 5,269,347 36,080 8.5000
0800479 1,004,116 1,004,116 1,004,116 7,078 8.7500
0800482 24,377,608 24,377,608 24,377,608 176,738 9.0000
0800484 2,692,197 2,692,197 2,692,197 21,416 9.8750
0800503 979,018 979,018 979,018 -266 9.7500
0800504 1,717,649 1,717,649 1,717,649 13,145 9.5000
0800506 828,584 828,584 828,584 8,677 13.0000
0800510 809,731 809,731 809,731 -215 9.5000
0800511 1,781,102 1,781,102 1,781,102 14,168 9.8750
0800523 859,991 859,991 859,991 -216 9.0000
0800524 771,120 771,120 771,120 -191 8.8750
0800534 844,657 844,657 844,657 6,211 9.2500
0800535 6,933,765 6,933,765 6,933,765 84,994 8.0000
0800497 7,457,001 7,457,001 7,457,001 -1,482 7.0762
Total Assets 5,070,923,451 5,108,641,126 5,327,762,562 75,033,018
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
CUSIP Issuer Nominal Maturity Asset
Code Coupon Date Type
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C>
P60694A#6 KIMBERLY-CLARK DE MEXICO SA DE 8.0600 12/15/1999 PROB
P60694A#6 KIMBERLY-CLARK DE MEXICO SA DE 8.0600 12/15/1999 PROB
Q0982#AA8 BONLAC FOODS LTD 6.9700 2/15/2004 PROB
Q5253#AA9 LEIGHTON HOLDINGS LTD. 7.2100 5/1/2004 PROB
Q8723*AA9 TELECOM CORP OF NEW ZEALAND 8.1800 3/27/1999 PROB
U64150AB8 NEL MORTGAGE FUNDING CORP 0.0000 2/1/1999 PBOB
U64150AB8 NEL MORTGAGE FUNDING CORP 0.0000 2/1/1999 PBOB
Z09128374 TREASURY (U.K.) 9.00% 9.0000 10/13/2008 PBOB
Z41763725 CABLE & WIRELESS PLC EURO DEB 6.5000 12/16/2003 PBOB
Z41763725 CABLE & WIRELESS PLC EURO DEB 6.5000 12/16/2003 PBOB
Z50404542 FORD MTR CRED MTN EURO 5.7300 1/13/2005 PBOB
Z60601160 AUSTRALIAN GOVT BONDS 6.7500 11/15/2006 PBOB
0800036 9.6250 10/1/2008 COMM
0800100 9.6250 8/1/2009 COMM
0800126 8.7500 8/1/2010 COMM
0800141 10.0000 3/1/2000 COMM
0800153 13.0000 3/1/2014 COMM
0800167 3.0000 12/1/2003 COMM
0800205 2.7900 2/28/2000 COMM
0800236 10.6250 12/1/2001 COMM
0800241 7.2500 1/1/1999 COMM
0800244 8.5000 2/1/2001 COMM
0800264 7.7300 6/1/2002 COMM
0800284 10.0000 3/1/2000 COMM
0800307 2.7500 11/1/2003 COMM
0800342 10.0000 3/23/1999 COMM
0800355 10.3900 8/1/2001 COMM
0800361 9.8750 10/1/1999 COMM
0800370 10.5000 7/1/2000 COMM
0800396 10.2500 11/1/2005 COMM
0800397 9.7500 12/31/2000 COMM
0800410 7.5400 5/1/2008 COMM
0800417 7.7500 7/1/2002 COMM
0800419 9.8750 4/1/2000 COMM
0800423 6.8141 12/1/2000 COMM
0800436 8.8750 8/1/2000 COMM
0800445 8.2500 2/1/2004 COMM
0800446 8.6250 10/1/2000 COMM
0800452 9.0000 1/10/1999 COMM
0800463 8.6250 8/1/1999 COMM
0800477 8.5000 12/30/2004 COMM
0800479 8.7500 12/1/2003 COMM
0800482 9.0000 4/1/2013 COMM
0800484 9.8750 4/1/1999 COMM
0800503 9.7500 9/1/1999 COMM
0800504 9.5000 8/1/2001 COMM
0800506 13.0000 8/1/2001 COMM
0800510 9.5000 12/1/2001 COMM
0800511 9.8750 12/1/2004 COMM
0800523 9.0000 5/31/2005 COMM
0800524 8.8750 5/1/2000 COMM
0800534 9.2500 11/1/2002 COMM
0800535 8.0000 11/30/2002 COMM
0800497 7.0762 10/1/2008 COMM
Total Assets
</TABLE>
Page 26 of 26
<PAGE> 334
TNE Additional Assets
<PAGE> 335
Legend
Asset Type
ABOB Asset Backed Bond
GNOB Govt Non Zero Coupon Bond
GZOB Govt Zero Coupon Bond
PBOB Public Bond
PROB Private Bond
CMO Collateralized Mortgage Obligation
CMBS Commercial Mortgage Backed Security
GNMA Govt National Mortgage Association Pass-Throughs
MBS Other Mortgage Backed Security
COMM Commercial Mortgage
FARM Agricultural Mortgage
RESD Residential Mortgage
Segment OO: MetLife Ordinary Life
IO: MetLife Industrial Life
RD: TNE Fund D
RL: TNE Loomis Fund
R5: TNE 5MA
FD: TNE Fund D
5M: TNE 5MA
RU: Additional Assets for TNE
<PAGE> 336
Closed Block Segment: TNE Additional Assets
Assets Selected for Closed Block as of December 31, 1998
Seriatim Schedule D Data
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CUSIP Issuer Par Book Market Accrued Nominal Nominal Maturity Asset
Code Value Value Value Interest Book Yld Coupon Date Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00949TAB6 AIRTOUCH COMMUNICATIONS INC 1,000,000 999,178 1,037,880 32,854 7.1610 7.1250 07/15/2001 PBOB
00949TAB6 AIRTOUCH COMMUNICATIONS INC 1,000,000 999,178 1,037,880 32,854 7.1610 7.1250 07/15/2001 PBOB
038522AD0 ARAMARK SVCS INC SR NTS 6,000,000 6,092,158 6,024,060 176,625 6.4183 6.7500 08/01/2004 PBOB
06366TAB7 BANK OF MONTREAL CHICAGO 5,000,000 4,923,404 5,576,250 97,500 8.0578 7.8000 04/01/2007 PBOB
064057AN2 BANK OF NEW YORK 3,000,000 3,002,223 3,109,200 16,250 6.4822 6.5000 12/01/2003 PBOB
064057AN2 BANK OF NEW YORK 2,745,000 2,747,034 2,844,918 14,869 6.4822 6.5000 12/01/2003 PBOB
066050CC7 BANK OF AMERICA 5,000,000 4,807,354 5,426,450 16,944 8.5226 7.6250 06/15/2004 PBOB
100599BN8 BOSTON ED CO DEB 3,000,000 3,058,897 3,465,540 29,900 7.5399 7.8000 05/15/2010 PBOB
126691C85 RAST 1996-A10 B1 1,660,311 1,695,128 1,676,399 10,377 7.2493 7.5000 11/25/2011 PBOB
129466AG3 CALENERGY CO INC SR NTS 1,000,000 1,005,476 1,063,900 16,108 7.5436 7.6300 10/15/2007 PBOB
168894AA1 CHILGENER S A NTS 7,500,000 7,449,759 6,751,725 224,792 6.6206 6.5000 01/15/2006 PBOB
197648CC0 COLUMBIA ENERGY GROUP 2,437,000 2,465,754 2,609,954 16,352 7.1710 7.3200 11/28/2010 PBOB
256605AB2 DOLE FOOD CO NTS 2,500,000 2,388,045 2,527,025 22,361 8.2405 7.0000 05/15/2003 PBOB
315405AD2 FERRO CORP 5,000,000 4,932,829 5,575,850 17,778 8.1243 8.0000 06/15/2025 PBOB
361706AB0 SYSTEM ENERGY RESOURCES INC 5,000,000 4,744,789 5,359,550 189,056 8.8193 8.2000 01/15/2014 PBOB
36224A7M7 G N M A MORTGAGE PASS TH323200 148,124 152,023 157,520 1,049 8.2466 8.5000 08/15/2022 GNMA
36224A7M7 G N M A MORTGAGE PASS TH323200 148,124 152,023 157,520 1,049 8.2466 8.5000 08/15/2022 GNMA
36224A7M7 G N M A MORTGAGE PASS TH323200 148,124 152,023 157,520 1,049 8.2466 8.5000 08/15/2022 GNMA
36962E5L9 GENERAL ELECTRIC CAPITOL CORP 5,000,000 5,841,798 6,051,050 128,083 6.1057 8.7000 05/21/2007 PBOB
373298BM9 GEORGIA PACIFIC CORP 5,000,000 4,955,318 5,243,950 17,111 7.7973 7.7000 06/15/2015 PBOB
38142#AY1 GOLDMAN SACHS GROUP, L.P. 5,000,000 4,990,039 5,184,000 44,978 7.0891 7.0400 06/10/2003 PROB
449669AK6 IMC GLOBAL INC NTS SER 144A 3,500,000 3,481,756 3,156,790 117,814 7.3437 7.3000 01/15/2028 PBOB
460146AQ6 INTL PAPER NTS 6,000,000 6,458,351 6,385,200 57,500 5.8234 7.5000 05/15/2004 PBOB
524908BU3 LEHMAN BROS HLDGS NT 3,000,000 2,988,489 2,955,390 87,281 6.2233 6.1250 07/15/2003 PBOB
524908BU3 LEHMAN BROS HLDGS NT 2,000,000 1,992,326 1,970,260 58,188 6.2233 6.1250 07/15/2003 PBOB
549463AB3 LUCENT TECHNOLOGIES INC NTS 5,000,000 4,945,616 5,587,600 167,153 7.4411 7.2500 07/15/2006 PBOB
649840BS3 NEW YORK STATE ELEC & GAS CORP 3,000,000 3,291,665 3,000,000 44,375 7.9457 8.8750 11/01/2021 PBOB
652482AR1 NEWS AMER INC NTS 10,000,000 9,942,246 10,300,100 316,528 6.7114 6.6250 01/09/2008 PBOB
674599BF1 OCCIDENTAL PETROLEUM CORP 1,000,000 1,067,086 1,210,850 29,813 9.1298 10.1250 09/15/2009 PBOB
693659AC8 P V N G S II FDG CORP DEB 7,000,000 6,857,454 7,777,280 1,556 8.2245 8.0000 12/30/2015 PBOB
71654QAL6 PETROLEOS MEXICANOS 4,000,000 3,996,452 3,620,000 104,233 8.8648 8.8500 09/15/2007 PBOB
71654QAL6 PETROLEOS MEXICANOS 500,000 499,557 452,500 13,029 8.8648 8.8500 09/15/2007 PBOB
71654QAL6 PETROLEOS MEXICANOS 500,000 499,557 452,500 13,029 8.8648 8.8500 09/15/2007 PBOB
718337AA6 PHILIPS ELEC NV NTS 2,000,000 1,993,760 2,255,740 49,319 8.4309 8.3750 09/15/2006 PBOB
718337AA6 PHILIPS ELEC NV NTS 2,000,000 1,993,760 2,255,740 49,319 8.4309 8.3750 09/15/2006 PBOB
751277AM6 RALSTON PURINA CO NTS 2,900,000 3,213,648 3,638,746 56,631 7.7522 9.2500 10/15/2009 PBOB
751277AM6 RALSTON PURINA CO NTS 5,000,000 5,540,773 6,273,700 97,639 7.7522 9.2500 10/15/2009 PBOB
786514AR0 SAFEWAY INC 3,900,000 4,002,256 4,145,856 80,383 6.5992 7.0000 09/15/2007 PBOB
862099AA6 STOP & SHOP COS SR SUB NOTE 2,000,000 2,091,520 2,212,900 81,250 8.0454 9.7500 02/01/2002 PBOB
902045AC7 277 PARK AVENUE FINANCE CORP 5,000,000 5,111,160 5,259,400 32,833 7.5211 7.8800 05/12/2007 CMBS
960402AP0 WESTINGHOUSE ELEC CORP NTS 5,000,000 5,189,915 5,340,300 18,611 7.1158 8.3750 06/15/2002 PBOB
97180*VX3 GATX CAPITAL CORP 1,862,579 1,862,579 1,842,240 32,805 6.4700 6.4700 03/23/2005 PROB
97180*WB0 GATX CAPITAL CORP 1,485,624 1,485,624 1,469,401 26,166 6.4700 6.4700 03/23/2005 PROB
97180*WD6 GATX CAPITAL CORP 2,224,838 2,224,839 2,200,543 39,186 6.4700 6.4700 03/23/2005 PROB
97181#AB9 DELTA AIRLINES 2,927,585 3,149,545 3,566,501 149,496 8.9765 10.2700 07/02/2007 PROB
Z51354688 REPUBLIC OF PHILLIPPINES 144A 5,000,000 5,024,298 4,967,000 102,083 8.6958 8.7500 10/07/2016 PBOB
Total Assets 154,087,309 156,458,657 163,334,676 2,934,160
</TABLE>
Page 2 of 2
<PAGE> 337
Exhibit I
PLAN OF OPERATION
METROPOLITAN LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
THIS PLAN OF OPERATION AND RELATED ACTUARIAL PROJECTION HAVE BEEN PREPARED
SOLELY FOR USE OF THE NEW YORK INSURANCE DEPARTMENT UNDER SECTION 7312 OF THE
NEW YORK INSURANCE LAW AND IN ACCORDANCE WITH THE PRACTICES WHICH HAVE DEVELOPED
UNDER SUCH LAW. IT HAS NOT BEEN PREPARED WITH A VIEW TO RELIANCE THEREON BY
INVESTORS. IN PARTICULAR, THE PROJECTION HAS NOT BEEN PREPARED FOR USE BY, AND
SHOULD NOT BE RELIED ON BY, INVESTORS DECIDING WHETHER TO MAKE AN INVESTMENT IN
THE COMPANY. GIVEN THESE PURPOSES, THE PROJECTION HAS NOT BEEN PREPARED IN
COMPLIANCE WITH THE PUBLISHED GUIDELINES OF THE SECURITIES AND EXCHANGE
COMMISSION OR THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS REGARDING
PROJECTIONS. THE PROJECTION REFLECTS STATUTORY ACCOUNTING PRACTICES, WHICH DO
NOT CONSTITUTE GENERALLY ACCEPTABLE ACCOUNTING PRINCIPLES.
THE ESTIMATES UNDERLYING THE PROJECTION ARE INHERENTLY UNCERTAIN, BEING BASED
UPON ASSUMPTIONS REGARDING EVENTS THAT HAVE NOT TAKEN PLACE AND THAT ARE SUBJECT
TO SIGNIFICANT CONTINGENCIES BEYOND THE CONTROL OF METROPOLITAN LIFE INSURANCE
COMPANY, AND JUDGMENTS REGARDING PAST EXPERIENCE AND TRENDS, WHICH MAY NOT BE
INDICATIVE OF FUTURE RESULTS OR TRENDS. DIFFERENT ASSUMPTIONS WOULD PRODUCE
DIFFERENT RESULTS. NO ASSURANCES ARE MADE OR IMPLIED ABOUT THE RELIABILITY OF
THE ASSUMPTIONS AND PROJECTED RESULTS OR THE PROBABILITY THAT THEY WILL BE
ACHIEVED.
- --------------------------------------------------------------------------------
<PAGE> 338
PLAN OF OPERATION
OF
METROPOLITAN LIFE INSURANCE COMPANY
The plan of operation and actuarial projection (the "Plan of Operation") of
Metropolitan Life Insurance Company (the "Company") is Exhibit I to the
Company's plan of reorganization under Section 7312(e) of the New York Insurance
Law (the "Plan") adopted by the board of directors (the "Board") of the Company
on September 28, 1999.
Part I contains a general description of the Company and its Plan of Operation
on and after the effective date of the Plan of Reorganization (the "Effective
Date"). Part II describes actuarial assumptions utilized in the Plan of
Operation. Part III contains an actuarial projection for the Company based on
its Plan of Operation and the actuarial assumptions described in Parts I and II,
respectively. Unless otherwise specified, capitalized terms have the meaning
given them in the Plan of Reorganization.
2
<PAGE> 339
PART I
DESCRIPTION OF PLAN OF OPERATION
1. BACKGROUND AND CAPITAL STRUCTURE
1.1 The Company is a New York-domiciled mutual life insurance company. As
of December 31, 1998 the admitted assets of the Company were $178.1
billion. The Company issues individual life insurance policies,
individual deferred and immediate annuities, individual disability
policies and long-term care insurance. These policies are primarily
marketed by the Company's career agency sales force, general agents,
and broker-dealers.
The Company also issues an array of group products that includes life
insurance, annuities, dental, disability, long-term care, vision, group
annuities, and stable value products. The Company also provides asset
management and administrative services sold to sponsors of defined
contribution plans. Group products and services are marketed directly
through regional sales forces and indirectly through wholesalers,
independent brokers and other distribution channels.
The Company maintains in force a block of small average face value
(less than $1,100) industrial life insurance products that were sold by
the Company's agency force until 1965. The aggregate industrial
reserves as of December 31, 1998 were $2,660 million.
The Company also maintains in force a block of annuity, life, and
health business acquired through the 1996 merger with New England
Mutual Life Insurance Company. The merged block of this business is
referred to as The New England Policy Segment of the Company ("TNE").
As of December 31, 1998 policy benefit liabilities were $10.0 billion.
Policies from this merger that remain in force include traditional
participating life insurance, a small block of universal life policies;
variable deferred annuities, a small block of fixed deferred annuities,
immediate annuities, disability income policies, a small block of
medical policies arising from group conversions, one year term
insurance written on small and large groups, medical business written
on small and large groups, and deferred group annuities and
accumulation products written in the general and separate accounts.
Various individual life policies are ceded on a yearly renewable term
("YRT"), coinsurance, or modified coinsurance basis, a large portion of
the individual health block is reinsured on a coinsurance basis, and a
portion of the group life and group accident and health is reinsured on
a YRT or coinsurance bases.
In January 1995, the Company contributed most of its group medical
benefits business to a corporate joint venture, The MetraHealth
Companies, Inc.
3
<PAGE> 340
("MetraHealth"). In October 1995, the Company sold its investment in
MetraHealth to the United HealthCare Corporation.
On August 26, 1999, the Company announced that Metropolitan Life
Insurance Company had entered into an agreement to acquire GenAmerican
Corporation ("GenAmerica"). This transaction has not closed, and is
subject to certain conditions. GenAmerica's products include individual
life insurance and annuities, life reinsurance, institutional asset
management, group life and health insurance and administration, and
software and technology services for the insurance industry. GenAmerica
distributes its products through approximately 1,000 agents in its
independent general agency system and approximately 2,000 agents and
brokers in its alternative channels.
GenAmerica is a holding company that owns General American Life
Insurance Company. GenAmerican also owned, at September 30, 1999,
approximately 53% of the outstanding common stock of Reinsurance Group
of America, and approximately 62% of Conning Corporation, a manager of
investments for General American Life and other insurance company and
pension clients. On October 4, 1999, we announced that we had agreed to
acquire an additional $125 million of shares of Reinsurance Group of
America's common stock at $26.125 per share.
Both Reinsurance Group of America and Conning are publicly-traded.
The Company is licensed to issue life insurance and annuities in all
jurisdictions of the United States.
The Plan of Operation does not describe the business of these
subsidiaries, and the actuarial projection in Part III does not reflect
the results of their operations, except to the extent that the
Company's investment in these subsidiaries and the return thereon would
be reflected under statutory accounting practices. Consistent with
statutory accounting practices, the actuarial projection in Part III is
not presented on a consolidated basis.
1.2 Attached as Exhibit II is an organization chart for the Company. The
chart includes the state of domicile of each subsidiary. The companies
are described in Exhibit I.
1.3 The Company operates under the direction of its Board, which sets
policy for the Company and its subsidiaries. The Company's management
carries out day-to-day operations.
1.4 Upon the Effective Date and in accordance with Article V of the Plan,
the Company will become a wholly owned subsidiary of the Holding
Company. In accordance with the Plan, Eligible Policyholders will
receive Holding Company Common Stock (which will be held through the
Trust in accordance with and subject to the Trust Agreement), cash, or
policy credits (as defined in the Plan). In addition, the Holding
Company plans to make an IPO of Common Stock in accordance with the
Plan.
4
<PAGE> 341
1.5 As of December 31, 1998, the surplus and asset valuation reserve
("AVR") of the Company, as reported on its annual statement filed with
New York Insurance Department, were as follows:
<TABLE>
<S> <C>
Surplus $ 7,387.8 million
AVR $ 3,322.6 million
</TABLE>
The statutory surplus of the Company, represents earnings retained on
in force, matured, and terminated contracts, and the retained proceeds
from surplus notes issued by the Company.
2. NATURE OF BUSINESS - DESCRIPTION OF POLICY PORTFOLIO AND AGENCY
OPERATIONS
2.1 Subsequent to the Effective Date, the Company expects to issue both
non-participating and participating policies and contracts.
Non-participating business will include:
1. Individual life insurance (term, variable, and universal life)
2. Nonparticipating whole life (including the current
nonparticipating whole life product and products that may be
developed in the future)
3. Flexible and single premium annuities (fixed and variable)
4. Supplementary contracts
5. Individual disability
6. Group life insurance (term, universal, and variable universal)
7. Non-medical health insurance (short- and long-term disability,
accidental death and dismemberment, vision, long-term care,
and dental)
8. Defined contribution administration services
9. Stable value products (guaranteed interest contracts,
guaranteed index contracts)
10. Asset management
Participating business will include individual whole life insurance and
second to die (estate saver) policies and to a limited extent, group
life, group non-medical health, and group annuities.
An estimate of the distribution of new business during the period of
the projection is described in Exhibit III. Not all of the products the
Company intends to sell are included in the projection or shown in
Exhibit III because either the level of sales is not expected to
significantly impact the level of earnings or the product's earnings
are expected to be comparable to the product into which it is assumed
modeled.
The Company anticipates that a permit to issue participating business
in New York will be issued upon the approval of the Plan by the
Superintendent. Information as generally described in the "Guidelines
with Respect to Requirements for an Application for a Par Permit to the
New York Insurance
5
<PAGE> 342
Department" dated March 1, 1988, is provided in section 3 below. The
projection in Part III is consistent with this information.
2.2 The Company expects to offer the products described in Exhibit III
after the Effective Date instead of the products offered prior to the
Effective Date unless otherwise specified. Different products may be
offered in the future.
2.3 More than 78% of the face amount of individual life insurance issued by
the Company in 1998 was underwritten with either medical, paramedical
(for which an examination is conducted by a nurse or other paramedic),
or non-medical (for which no examination is required but laboratory
tests and medical history questionnaire are obtained) underwriting.
Non-medical or paramedical underwriting is used where savings in
underwriting and administrative expense are expected to offset any
increased mortality costs.
2.4 The Company's current maximum retention limit for individual life
insurance is $25 million for single policies and $30 million for joint
policies. The Company cedes risks in excess of its retention limits to
other insurers. In addition, the Company may cede risks for amounts
below those limits on a case-by-case basis depending on the
characteristics of the particular risk. If in the automatic pool
substandard cases are ceded on the same basis as preferred and
standard, MetLife retains 10% and cedes 90% of the risk. If the Company
goes facultatively to the reinsurers and gets a better offer, the
Company cedes up to 100% of the net amount at risk.
2.5 The Company's primary distribution channel is its career agency force,
which is organized on the branch office system. Each agency is headed
by an agency manager who is a full-time employee of the Company. As of
December 31, 1998, the Company had approximately 9,700 (excluding
product specialists) career and general agents located throughout the
United States. The Company plans to continue its agency operations
after the Effective Date.
The Company distributes its group insurance products through regional
sales forces. As of December 31, 1998, these sales forces had
approximately 200 representatives. Sales representatives either sell
directly to corporate customers or through an intermediary, such as a
broker or consultant.
The Company also distributes products through several other sales
channels including associations with brokers and broker-dealers.
The New York Insurance Department's existing approvals under Section
4228, Regulation 49, and any other related regulations are assumed to
remain in effect and unchanged after the Effective Date. The Company
will make any submissions to the Department that are required in
connection with any proposed new or modified compensation plans. New
products are planned as discussed in paragraph 2.2 above; the
appropriate submissions to the Department will be made.
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<PAGE> 343
3. PARTICIPATING POLICIES FROM THE EFFECTIVE DATE
3.1 From the Effective Date, the Company plans to sell participating
policies and contracts in addition to non-participating policies and
contracts. Information required by the New York Insurance Department's
"Guidelines with Respect to Requirements for an Application for a Par
Permit to the New York Insurance Department" dated March 1, 1988 is
contained in this Plan of Operation, including the actuarial projection
in Part III.
3.2 The Plan of Reorganization provides for the Closed Block Business as
defined in the Plan. All non-Closed Block Business will be included in
the "open block." Within the open block, a participating policyholders
fund ("Par Fund") will be established solely for the administration of
participating policies and contracts sold on or after the Effective
Date ("New Par Policies"). The Par Fund will be maintained so long as
any New Par Policies remain in force.
7
<PAGE> 344
3.3 The accounting and allocation procedures for the Par Fund will be as
follows:
1. Accounting Procedures: Premiums, benefits, expenses and other
income and disbursement items will be charged or credited to
the Par Fund in accordance with the Company's accounting
procedures which comply with New York Insurance Department
Regulation 33. The cash flow from the New Par Policies will be
invested in appropriate assets, as befits the investment
objectives to be developed for these open block par policies.
The size of the asset block for these policies may not warrant
a separate investment portfolio from the general account.
Investment income and capital gains and losses generated by
the assets associated with this block of policies will be
credited to the Par Fund.
2. Schedule NP: The Company will complete Schedule NP annually,
in accordance with the special Annual Statement requirements
of the State of New York. Schedule NP will show separately the
Assets, Liabilities and Surplus and the Summary of Operations
for (i) par policies issued subsequently to the Effective Date
(New Par Policies), and (ii) all other policies and contracts.
The items related to New Par Policies will be shown in the
columns on Schedule NP related to participating business.
Items related to all other policies and contracts, including
specifically non-participating policies, and participating
policies sold prior to the Effective Date but not included in
the Closed Block, will be shown in the columns labeled
Non-participating business.
3. Supplementary Information: To the extent not provided by
Schedule NP, supplementary information regarding Closed Block
Business will be provided to the New York Insurance Department
pursuant to the Plan.
4. Credits to the Shareholder Fund: At the end of each calendar
year, an amount no greater than the larger of (i) and (ii)
below, will be transferred from the Par Fund and credited to
the Shareholder Fund (as defined in Schedule NP).
i) 10% of the sum of the Net Income (e.g., the item
referred to in line 33 of the Participating - other
column of the Schedule NP Summary of Operations in
the Annual Statement) and Dividends to Policyholders
(line 28 of the Participating - other column of the
Schedule NP Summary of Operations) attributed to the
New Par Policies on Schedule NP, and
ii) the lesser of (A) 50 cents per $1,000 of New Par
Policies in force (New Par Policies recorded in
column 4, line 22, in the Exhibit of Life Insurance
of the Annual Statement) including the amount of
dividend additions and rider face amounts (i.e., term
or paid-up insurance) and (B) the sum of Net Income
and Dividends to Policyholders attributed to the New
Par Policies as defined in 4(i) above.
8
<PAGE> 345
4. INVESTMENT OPERATIONS
4.1 The Investment Committee of the Board of Directors authorizes the
investments made by the Company.
4.2 The Company expects to continue to use investment segmentation.
Segmentation permits the use of different investment policies within
the general account that increases the ability to improve the matching
of asset and liability cash flows. All investment and insurance cash
flows arising out of the assets and liabilities, respectively, of a
segment are so reflected in the Company's accounting records. When two
or more segments acquire an asset, all related cash flows are recorded
based on each segment's proportional ownership determined at the time
of the acquisition of the asset. Intersegment transfers may involve
cash transfers, or total or partial asset transfers at market value.
4.3 Asset/liability management is a major element in the business of the
Company. The Company makes annual filings under Regulation 126.
4.4 Beginning on the Statement Date the Company expects to account
separately for the cash flows pertaining to the Closed Block.
Furthermore, the Company will invest cash flow from new participating
policies into the most appropriate investment portfolio, according to
the investment objectives to be determined for such policies. Cash flow
will be directed to segments consistent with current procedures for
existing segments. See Section 4.2 above.
4.5 The Company has a number of separate accounts that, as of December 31,
1998, had aggregate reserves of $53,128 million. The following table
provides a breakout:
<TABLE>
<CAPTION>
Reserves
($ Millions)
------------
<S> <C>
Ordinary Life 7,031
Group Variable Universal Life 575
Other Group Life 3,830
Annuities 40,385
Other 1,307
-------
TOTAL 53,128
=======
</TABLE>
9
<PAGE> 346
PART II
DESCRIPTION OF ACTUARIAL ASSUMPTIONS
1. METHODOLOGY AND OVERVIEW
1.1 Eleven-year projections (1999 to 2009) were prepared for the Company
based on the models and the assumptions described in this Part. The
aggregate model is composed of sub-models which project insurance and
investment cash flows for the lines of business. The models are based
solely upon the business written by the Company and do not include
business of any of its subsidiaries. The assumptions were based on the
Company's experience, wherever practicable. Projections of balance
sheets and income statements for the years 1999 to 2009 are provided.
1.2 The projections assume a stable economic environment. The projections
assume a level yield curve scenario throughout the projection period.
1.3 Expenses reflect management's estimates of yearly results for the years
1999 to 2009. A Federal Income Tax rate of 35% was assumed for all
projected years and premium tax rates were assumed to remain unchanged
at 1998 levels. The Federal Income Tax element imposed on mutual life
insurance companies related to surplus was assumed not to apply for
calendar years following the Effective Date.
Expenses estimated to be incurred in the demutualization process
through the Effective Date were included in the projection.
1.4 For the purpose of preparing the projection in Part III, the Effective
Date was assumed to be March 31, 2000. The projections reflect all
existing surplus notes as of December 31, 1998 and the infusion of
capital equal to demutualization expenses and the expense of
policyholder credits in lieu of the payment of stock. The AVR for the
Company was calculated for all years of the projection to reflect
contributions and capital gains.
1.5 Earnings and equity for non-insurance subsidiaries for all years in the
projection period were estimated based on recent financial results. The
carrying values on the Company's projected balance sheets reflect these
estimates.
1.6 The actuarial projection in Part III was made for each product line
separately and then aggregated into major groupings. Assets and
liabilities were allocated to the Closed Block in accordance with the
Plan.
1.7 Assumed new sales are quantified in Exhibit III on a product basis for
each year of the projection. Sales were assumed for the individual life
(participating and non-participating), individual annuity (par and
non-par), group life (par and non-par), group annuities (par and
non-par) and non-medical health (par and non-par) lines of business.
New business was not assumed for any other line of business.
10
<PAGE> 347
2.0 INDIVIDUAL TRADITIONAL AND INDUSTRIAL LIFE INSURANCE
2.1 Inforce Model: the Company's December 31, 1998 inforce participating
individual life insurance consists of Industrial business and
Traditional Ordinary Life business issued by Metropolitan Life
Insurance Company and Traditional Life business acquired from New
England Mutual Life Insurance Company.
Business Issued by Metropolitan Life Insurance Company
Industrial business was issued between 1879 and 1965. Premiums have
been waived since 1981 (except for the Industrial policies recently
acquired from United Mutual), and for the majority of the business
dividends are applied to purchase Additional Insurance. Ancillary
benefits such as disability waiver, accidental death and dismemberment,
and loss of eyesight or limb were available with most base life
insurance plans. Annual cash flows were modeled based on year-plan-age
inforce information for paid-up base policies and associated dividend
additions and dividends left on deposit. Plan benefits and insureds'
ages were modeled as precisely as practicable.
The Traditional Ordinary business consists of participating permanent
and term policies issued from the early 1900's through the present with
unit-based guaranteed cash values set in accordance with the Standard
Nonforfeiture Law. Both single and multi-life policies are in the
inforce population, and a variety of endowments, death benefits, and
premium payment options have been offered over time. Sex distinctions
have been made since 1974, and premium discounts by size band have been
given since 1960.
Ancillary benefits (e.g., disability waiver, accidental death) with
small, fixed premiums and minimal surrender values have also been
available to base policyholders. Policyholders may elect to receive
dividends in cash, accumulate dividends at interest or apply them
toward the payment of renewal premiums or the purchase of additional
insurance. Individual term policyholders generally have a period of
time to convert to permanent coverage without providing evidence of
insurability. Additional guaranteed insurability rights are granted to
individuals covered under group plans, allowing them to convert to
individual policies upon termination of their group employment.
Policies entering nonforfeiture status may be converted to
dividend-paying reduced paid-up insurance, guaranteed cost extended
term insurance, or may continue as premium-paying business through
automatic premium loans.
Annual cash flows were modeled based on year-plan-age-dividend option
inforce information for premium-paying, paid-up and nonforfeiture base
coverages and associated dividend additions and dividends left on
deposit. Plan benefits, insureds' ages, and underwriting classes were
modeled as precisely as possible. Sex distinctions have been captured
to the extent that they were reflected in the original product pricing.
Annual premium mode was assumed for all cases.
11
<PAGE> 348
Certain miscellaneous benefits have been modeled on an aggregate basis
by grossing up the assets and liabilities. Such benefits include waiver
of premium and accidental death benefit riders, among others.
Policy factors, including gross premiums, guaranteed cash values,
statutory and tax reserves, and terminal dividends are those applicable
to each model plan. For Industrial business, dividends were based on
the assumptions underlying the 1998 dividend scale; all dividends were
applied to purchase additional insurance. For Traditional Ordinary
business, dividends were based on assumptions underlying the 1999
dividend scale. The interest component of future dividends is adjusted
based on projected net earnings. The application of dividend payments
was modeled based on current policyholder elections.
Business Acquired from New England Mutual Life Insurance Company
The Traditional Life line of business acquired from New England Mutual
consists of ordinary life, graded premium life, limited pay life, and
survivorship life products which were sold between 1911 and 1996.
Liability cash flows were modeled using inforce as of 12/31/98. The
data include such information as number of policies, amount of
insurance, type of contract, age of policyholder, year of issue, rider
amounts, and reserve valuation basis.
Policy factors, including gross premiums, guaranteed cash values,
statutory and tax reserves, and terminal dividends are those applicable
to each model plan. Dividends projected for future years were based on
the 1999 dividend scale. The application of dividend payments was
modeled based on recent policyholder elections. Agent compensation,
including commissions, persistency bonus payments, service fees, and
non-vesting schedules are those which apply to the appropriate model
plan.
2.2 Projection Assumptions.
2.2.1. Mortality.
Business Issued by Metropolitan Life
Expected mortality for Industrial was based on the most recent
experience tables, adjusted by the A/E (actual to expected ratio)
developed in a recent experience study and subsequently updated.
Expected mortality for Traditional Ordinary business was based on the
most recent tables which were developed in 1995. Subsequent mortality
studies showed that no significant changes in mortality had occurred.
No improvement or deterioration in mortality was reflected in the
models for either group, as aggregate mortality is expected to be
stable over the projected plan period.
Business Acquired from New England Mutual Life
The mortality rates in traditional life product pricing are used,
adjusted to reflect actual experience.
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<PAGE> 349
2.2.2 Lapse/Persistency.
Business Issued by Metropolitan Life
For Industrial business, lapse rates were based on the long-term
observed lapse experience. For Traditional Ordinary business, lapse
rates are based on a recent experience study based on dividend funds.
For premium-paying business, lapse rate tables were constructed by
policy year for permanent plans (excluding survivorship plans),
survivorship plans, and term plans. For non-premium-paying business,
surrender and lapse assumptions were developed separately for reduced
paid-up, extended term, and fully paid-up business. Lapse was modeled
as full policy surrenders, sensitive to the relationship of the
dividend scale to market rates.
Business Acquired from New England Mutual Life
Lapse rates were developed from an experience study covering the period
1988-1992 and adjusted to reflect current experience.
2.2.3 Expenses. Non-investment expenses were projected based on experience
studies and assume a "going concern" basis for contracts and policies
in force on the valuation date. Investment expenses are projected in
the model by type of investment and deducted from the investable cash
flow. Commissions are based on applicable agent and general agent
contracts. Other expenses were assumed as described in section 1.3.
2.2.4 Reinsurance. The Company's primary cession reinsurance treaties are
described in Exhibit IV. The financial impact of these treaties is
included in the projections
2.2.5 Federal Income Tax. Prospective Federal Income Taxes have been
calculated assuming:
- Federal income tax rate in all years is 35% of taxable income
- Taxable income is pre-tax statutory gains (excluding any
effect of the Interest Maintenance Reserve) with the following
adjustments:
- Adding the increase in statutory reserves and
deducting the increase in tax reserves
- Adding the increase in loading and any nondeductible
cost of collection in excess of loading and deducting
the increase in gross due and deferred premiums
- Adding the increase in the excess of statutory over
tax claims liabilities and the amount by which
statutory policyholder dividends exceed the
corresponding tax deductible policyholder dividends
- Capitalization and amortization of DAC tax for future
premiums received
- Investment Adjustments were made to account for
statutory-to-tax differences on the Company asset
values
- Taxable realized capital gains are equal to the statutory
capital gains, before any adjustment due to the IMR, and
excluding any nondeductible statutory
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<PAGE> 350
investment valuation (or similar) adjustments
included in the statutory realized gains, and
recorded after 1998, and the reversal thereof, plus
the basis effect of the Investment Adjustments
referenced above.
2.2.6 Investment Income. Investment income was generated by the assets
backing this business.
2.3 New Business. Participating life insurance will be sold in the future.
The current product is used for 1999 and later. The projections assume
the level of new business production shown in Exhibit III. The
distributions by age, sex, smoking status, preferred class and premium
rate sizeband are based on the distribution of current sales for the
Company's current whole life and term plans.
2.4 New Business Projection Assumptions. New business was projected using
assumptions consistent with the pricing model.
3. INDIVIDUAL UNIVERSAL AND VARIABLE UNIVERSAL LIFE INSURANCE
3.1 In-Force Model:
Business Issued by Metropolitan Life
Non-participating life insurance includes universal life policies and
variable universal life issued from 1990 through the present. These are
endowment-at-95 products where premiums are deposited in policyholder
accumulation funds and charges for mortality, rider benefits, and
expenses are deducted periodically by the Company. Although target
premiums are specified for all policies, minimum premiums are generally
required for only 1 to 2 years. However, in all years, the cash value
must be sufficient to keep the policy in force. Policyholders can elect
death benefits which either provide a level face amount of insurance or
a level amount at risk. Annual cash flows were modeled by grouping the
inforce into homogeneous cells based on various criteria, among them:
product category, death benefit option, age, sex, face amount, level of
cash value, premium payment method, rating class, and smoking status.
Business Acquired from New England Mutual Life
Five different UL products were offered by the New England Mutual prior
to the merger. Vantage UL, a front-end loaded UL product, was offered
from 1982 until 1984. UL84, a back-end loaded product, was offered from
1984 until 1986. ULCCL, a banded, back-end loaded product, was offered
from 1986 until 1991. UL91, also a banded, back-end loaded product, has
been offered since 1991. First Provider, a multiple life, first to die,
back-end loaded product, has been offered since 1993. All products have
flexible premiums with charges deducted monthly. Current mortality and
expense charges are used, with the company reserving the right to
increase the charges up to the guaranteed maximums. With the exception
of First Provider, all of the products mature at age 95. First Provider
matures when the oldest insured attains age 100.
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The model cells vary by plan type, underwriting code, issue age,
premium mode and issue year such that the modeled number of units is
100% of the actual inforce units. The fund values used are actual fund
values from the inforce data.
3.2 Projection Assumption
3.2.1 Mortality.
Business Issued by Metropolitan Life
Expected mortality is modeled based on the select and ultimate
mortality used in pricing the 1992 Universal Life portfolio. A review
of actual to expected mortality experience from January, 1990 through
September, 1995 indicates that actual mortality has not deviated
significantly from this pricing mortality. The mortality is further
adjusted for expected extra deaths from group and term conversions,
which are a material portion of the inforce. For business issued with
simplified or guaranteed issue underwriting, pricing assumptions
applied.
Business Acquired from New England Mutual Life
Mortality rates are based on a mortality experience study covering the
period 1990-1993 adjusted to reflect current experience.
3.2.2 Withdrawal/Lapse.
Business Issued by Metropolitan Life
Withdrawal assumptions reflect full and partial cash surrenders, and
are based on experience studies reflecting actual experience through
September 1996. Full cash surrenders are modeled assuming rates that
vary by policy duration and by type of product, including front-end and
combination load products, Metromatic products, and back-end load
products.
Lapses due to insufficient funds are modeled by projecting the current
accumulation fund forward and observing which policies fail to maintain
an adequate accumulation fund to cover mortality and expense charges.
Future premiums are projected based on premium payments made in the
last 12 months and assumed future premium persistency; premium
persistency assumptions are based on experience observed in calendar
year 1993.
Business Acquired from New England Mutual Life
The lapse rate is a function of the difference between the market rate
and the policy interest rate, as well as the surrender charge.
Surrenders were assumed to be paid in cash.
3.2.3 Declared Interest Rates.
Business Issued by MetLife
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Interest is credited to the accumulation fund at a minimum guarantee
rate of 4%, although a higher rate has periodically been declared by
the Company. Interest crediting strategy is based on a 3-year moving
average of 5-year Corporate `A' bonds less a fixed spread.
Business Acquired from New England Mutual Life
The guaranteed interest rate for all of the products, excluding First
Provider, is 4.5%. The guaranteed interest rate for First Provider is
4%. The crediting rate on a policy is a weighted average interest rate
of the new money rate, the policy rate and the loaned rate where the
weights are the new premiums, non-loaned cash value and the loaned cash
value. The crediting rate for funds coming from new premiums is
determined by subtracting a margin from the current market rate. The
margin for UL products ranges from 1.05% to 2.25%. Interest rate
bonuses apply to certain products, after 10 years, which would reduce
the margin. This rate is then blended with the policy interest rate to
arrive at the rate credited to new money. The policy interest rate is
the portfolio rate less the interest margin. The crediting rate on
policy loans is 6%. On policy anniversaries, a percentage of the
policy's cash value rolls into the new money rate.
3.2.4 Expenses. Non-investment expenses were projected based on experience
studies and assume a "going concern" basis for contracts and policies
in force on the valuation date. Investment expenses are projected in
the model by type of investment and deducted from the investable cash
flow. Commissions are based on applicable agent and general agent
contracts. Other expenses were assumed as described in section 1.3
above.
3.3 New Business. Product sales assumptions are consistent with product
pricing. The new business premium levels are provided in Exhibit III.
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4 INDIVIDUAL ANNUITIES
4.1 Inforce Model.
4.1.1 Business issued by MetLife or acquired from other companies (excluding
business acquired from New England Mutual Life)
Deferred Annuities
Single Premium Deferred Annuities (SPDA) products have been sold
directly by MetLife since 1984 and also acquired from other companies
through exchange or reinsurance assumed. They provide guarantees of
interest for initial and renewal guarantee periods ranging from 1-7
years. Certain contracts allow for penalty-free withdrawal at the end
of each guarantee period, followed by imposition of a new surrender
charge schedule; others impose a single surrender charge schedule
beginning at issue. The minimum guaranteed interest rate is 3% for most
contracts, but 4% for some acquired contracts.
Metropolitan also issues fixed-fund only and multi-funded Flexible
Premium Deferred Annuities (FPDAs) The premiere product, introduced in
1990, features a guaranteed interest rate redetermined annually for
each deposit into the fixed account, subject to a minimum 3% guarantee.
Surrender charges are applied, after a 10% penalty free corridor, to
each deposit on a declining basis of 7% down to 0% over 7 years.
Unlimited transfers are allowed between the fixed account and the
separate account.
There are relatively small amounts of deferred annuity product with
other designs either issued or acquired by Metropolitan.
Considerations are consistent with the sales projection made for the
business plan. Net transfers to the separate account from the fixed
account are assumed to be a percentage of these considerations.
Surrender, death benefits and policy loan utilization are trended off
prior three years of experience. Interest credits are consistent with
the pricing philosophy
Commissions and other sales related expenses are assumed to be a
percentage of considerations. Maintenance expenses are assumed to be
level with the exception of certain Investment Technology expenses
associated with migrating to a new administrative system platform over
the plan period.
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Personal Payout Products: Single Payment Immediate Annuity (SPIA) and
Supplementary Contracts Involving Life Contingencies (SCI) either
issued directly or as a result of a supplemental contract upon death of
an insured under a life insurance policy or annuitization under a
deferred annuity contract. These contracts provide for a generally
level amount of income payable for the lifetime of the annuitant or in
the case of a joint and survivorship annuity, for so long as either
annuitant is alive, and may contain certain periods or cash refund
features.
Supplementary Contracts Not Involving Life Contingencies (SCNI) is a
settlement option purchased by individual life insurance policy and
annuity contract proceeds generally providing periodic payment for a
stated period or a stated amount An alternative settlement option
includes an accumulation phase based upon an initial interest rate
which is guaranteed for 5 years from the effective date; at the end of
the 5 year period, payments will be based on interest at the rate
declared by the company from time to time, but never less than the rate
specified in the original life insurance policy or the contractual
option. These periodic payment contracts generally provide for a level
payout subject to changes in the declared interest rate. These
contracts are commutable without penalty.
Guaranteed Periodic Payment Contracts (GPPC) - Lotteries and Individual
Annuities Certain. These are single premium contracts issued to
individuals and have non-life contingent payout periods ranging from 5
to 20 years or longer. There are no surrender provisions on these
contracts.
4.1.2 Business acquired from New England Mutual Life
This business consists of Fund S Annuities (single premium deferred
annuities and flexible premium retirement annuities), Variable
Annuities (3 product groupings), Fund D Annuities (other fixed deferred
annuities and single premium immediate annuities) and Supplementary
Contracts. The December 31, 1998 inforce is modeled into product
groupings within each of the above categories. Seriatim inforce data
files for each product were compiled and loaded into the TAS system.
The Model Builder module of TAS was used to determine model points
separately for each product. Verification of model points was completed
by running a model validation and checking that reproduction of actual
12/31/98 premium amounts, reserve amounts, cash values and fund values
using these model points and model assumptions was reasonable.
4.1.2.1 Fund S Annuities
Single Premium Deferred Annuities (SPDA): The A-74 contract is a
specified rate SPDA contract which was available for sale between 1984
and 1991. No future premiums are allowed, and partial or full
withdrawal is allowed at anytime subject to a surrender charge. The
annuitant has a choice of four different interest guarantee periods: 1,
3, 5 or 7 years. The surrender charges vary by the liability guarantee
period reflecting interest rate risk as well as expense risk. After the
first 5 years, the contractholder may withdraw the contract value
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without surrender charge at the end of the interest guarantee period. A
new surrender charge scale applies to new interest guarantee periods
with the surrender charges going to 0 after 5 to 15 years, depending on
the guarantee period chosen. Interest rates are credited based on the
new money rate minus a spread plus a bonus of .25% to .50%, depending
upon guarantee period. The minimum renewal guarantee on all A-74
contracts is 4%.
The A-77 SPDA contract has a one year interest guarantee, a bail out
rate tied to the initial declared interest rate, a 7 year surrender
charge, and a 10% free withdrawal provision. The renewal rate for the
A-77 contract is set at the discretion of the Company. Interest rates
are credited based upon the new money rates that were available on the
original effective date of each contract and at subsequent renewal
dates as well as the anticipated investment activity during the next
year of the assets which support the annuity contracts. The minimum
renewal rate guarantee on all A-77 contracts issued prior to 1994 is
4.0% and on those issued after 1993, 3%.
Flexible Premium Retirement Annuities (FPRA): The FPRA contract allows
flexible premiums and full and partial withdrawals and has surrender
charges that grade to 0 within 10 years from issue. The interest
crediting method is a simplified new money approach whereby new
premiums get a current interest rate that is blended with the rate on
the existing cash value to develop a policy rate applicable to the new
cash value. The rate is guaranteed until the next policy anniversary at
which time the policy rate will be recalculated by assuming some or all
of the cash value is reinvested. The policy rate any time thus reflects
the premiums paid in the past, the new money rate applicable to these
premiums, and amounts reinvested on each anniversary. The minimum rate
renewal rate guarantee on FPRA contracts issued prior to 1994 is 4.5%
and on those issued after 1993, 3.0%.
4.1.2.2 Variable Annuities
Zenith Variable Annuity (ZAVA): This variable annuity product was first
made available in 1988 and continues to be sold today. There are no
interest rate guarantees (except on the fixed account). The surrender
charge period is dependent upon years to maturity at issue and ranges
from 1 to 10 years. Charges are graded between 6.5% and 0% and a 10%
free withdrawal provision applies. There is a maximum limit on the
surrender charge which is equal to 8% of the first $50,000 of purchase
payment plus 6.5% of any purchase payment above $50,000. There is an
annual administration fee of $30. In addition, an annual administration
charge of .4% of net assets and an annual Mortality and Expense (M+E)
charge of .95% of net assets are deducted from each fund at a daily
rate on a daily basis. A minimum death benefit provision applies which
guarantees a death benefit that is the greater of the value of the
contract at the date of death or the investment in the contract reduced
for any partial withdrawals. Loans are available for certain qualified
plans. The ZAVA fixed account (ZAVAFA) interest crediting methodology
is a simplified new money approach whereby new premiums get a current
interest rate that is blended with
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the rate on the existing cash value to develop a `policy rate'
applicable to the cash value. The rate is guaranteed until the next
policy anniversary at which time the policy rate will be recalculated
by assuming some or all of the cash value is reinvested. The policy
rate at any time reflects the premiums paid in the past, the new money
rate applicable to those premiums and amounts reinvested on each
anniversary. Transfers into the fixed account are not allowed if the
fixed account balance exceeds the Company's published maximum and the
Company reserves the right to stop transfers if the rate credited to
new premiums equals the minimum guaranteed rate. Transfers out of the
fixed account are limited to the greater of 25% of the contract's value
in the fixed account at the end of the first day of the contract year
or $1,000 once per year at the contract anniversary. The minimum
renewal rate guarantee on all ZAVA fixed account contracts issued prior
to 1994 is 4.5%. Contracts issued after 1993 in states where the 3%
policy forms have been approved, have a 3% minimum renewal rate
guarantee; the remainder have a 4.5% minimum guarantee.
Preference Wraparound Annuity (WVA): The WVA variable annuity was
available for sale between 1981 and 1988. Existing flexible premium
contracts continue to make purchase payments. The surrender charge is a
level 5% for 6 years subject to a maximum lifetime surrender charge of
5% of the total purchase payments deposited into the contract. A 10%
free withdrawal provision applies. All contracts are now beyond the
surrender charge period. There is an annual administration fee of $30
per contract. In addition, an annual administration charge of .4% of
net assets and an annual M+E charge of .85% of net assets are deducted
from each fund at a daily rate on a daily basis. A minimum death
benefit provision applies which guarantees a death benefit that is the
greater of the value of the contract at the date of death or the
investment in the contract reduced for any partial withdrawals. There
is no fixed account on this contract.
Variable Annuity Fund I (VAI): The VAI variable annuity was available
for sale between 1971 and 1988. Existing flexible premium contracts
continue to make purchase payments. This product is a front-end loaded
product. The load is 9% of the first $46 of deposit and 8% of any
excess deposit on flexible premium contracts and is 8% of the first
$5,000 plus 4% of the next $95,000 plus 2% of any excess deposit on
single premium contracts. This load includes both a sales charge and an
administrative charge. An M+E charge is calculated on a daily basis and
is deducted at an annual rate of .95%. A minimum death benefit
provision applies which guarantees a death benefit that is the greater
of the value of the contract on the date of death or the investment in
the contract reduced for any partial withdrawals. There is no fixed
account on this contract.
4.1.2.3 Fund D Annuities
Other Fixed Deferred Annuities: This older block of deferred annuities
consists only of dividend paying contracts. The minimum rate guarantees
range from 2.5% - 4.0% and the rate paid is based on the current
portfolio earnings rate. The dividend rate being credited for 1999 is
4.5%.
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SPIA : These are immediate annuity contracts with payments guaranteed
for life or until the end of a certain period. In some limited
circumstances the annuitant may commute the certain payments.
4.1.2.4 Supplementary Contracts
SCI: These are similar in nature to the SPIAs described above.
SCNI: These products are mostly participating contracts with minimum
rate guarantees ranging from 2.0%-3.5%. The options included are income
for a specified number of years, a specified amount of income until the
funds are exhausted, accumulations with dividends paid in cash, and
accumulations with dividends added to the account.
4.2 Projection Assumptions
4.2.1 Mortality
The mortality assumption for SPIA and SCI is based on the 1983 Basic
Table with 100% of Projection Scale G. The "1983 Table a" individual
annuitant mortality table is used for all deferred annuity products.
For SPIA and SCI, the "1983 Table a" individual annuity mortality table
with 100% of Projection Scale G is used.
No mortality assumption is required for GPPC and SCNI.
4.2.2 Withdrawal/Lapse
Business issued by MetLife or acquired from other companies (excluding
business acquired from New England Mutual)
There are no withdrawal provisions for SPIA, SCI, and GPPC. For SCNI,
total withdrawals from all sources (cash surrender, death, scheduled
payments, lapse, and maturity) are assumed to be 21% of the fund.
Business acquired from New England Mutual Life
Fixed annuity liabilities are likely to have higher than expected lapse
rates should interest rates rise after the rate guarantee is set. The
lapse rate is dynamically increased as the market rate increases
relative to the guarantee.
Variable annuity lapse rates are not sensitive to market rates and
therefore lapses are not assumed to be market driven.
Lapse rates have been set based on current experience to the extent
available. The SCNI's lapse rates are slightly sensitive to changes in
the market interest rate. No lapses are assumed on immediate annuities
or SCIs.
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The credited rate for new SPDA interest guarantees on the A-74 contract
is determined by subtracting a margin from the current market rate
subject to a guaranteed rate floor. The current market rate is defined
by a 1 year, 3 year, 5 year and 7 year investment for 1, 3, 5 and 7
year interest guarantees, respectively. The interest margin is based on
product pricing margins.
The credited rate for A-77 SPDA contracts is based on the rate credited
as of the last renewal with 30% of the contract value rolled over each
year at the current market rate less the pricing margin subject to a
guaranteed rate floor The current market rate is defined by a 50/50
weighting of 5 and 7 year investment rates. The minimum renewal rate
guarantee is 4.0% for contracts issued prior to 1/1/94 and 3.0% for
contracts issued after 12/31/93.
The interest crediting method for FPRA and ZAVAFA is a simplified new
money approach whereby new premiums get a current interest rate that is
blended with the rate on the existing cash value to develop a policy
rate applicable to the new cash value. The rate credited on new
premiums and amounts rolled over is the current market rate less the
pricing margin subject to a guaranteed rate floor on both FPRA and
ZAVAFA. The current market rate is defined by a 50/50 weighting of 5
and 7 year investment rates. The rate is guaranteed until the next
policy anniversary at which time the policy rate will be recalculated
by assuming that some of the cash value is reinvested.
The market rate used to calculate the credited rates for SPDA, FPRA and
ZAVAFA was a blend of 5 and 7 year fixed security rates and is floored
at 4.0% for SPDA and 4.5% for other products. For other deferred
annuities and SCNI credited rates, the market rate was defined as a
blend of 7 and 10 year fixed security rates and is floored at 3.5%.
4.2.3 Expenses
Business issued by MetLife or acquired from other companies (excluding
business acquired from New England Mutual Life)
Expenses reflect management's estimates of yearly results for the years
1999 to 2009. A Federal Income Tax rate of 35% was assumed for all
projected years and premium tax rates were assumed to remain unchanged
at 1998 levels. The Federal Income Tax element imposed on mutual life
insurance companies related to surplus was assumed not to apply for
calendar years following the Effective Date.
Business acquired from New England Mutual Life
The projected expenses were generated using expense units that
reproduce the 1998 annual statement expenses. The projected 1999
expenses were compared to budgeted expenses to ensure their
reasonableness.
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4.3 New Business: Considerations are consistent with the sales projection
made for the business plan. Assumptions are consistent with product
pricing. New business premium levels are described in Exhibit III.
5. INDIVIDUAL HEALTH INSURANCE
5.1 Model: A model was constructed which was used to project income
statements and balance sheets (assets, liabilities, and surplus) for
each year from 1999 to 2009 for the Individual Health business.
Individual Health includes Individual Disability, Long Term Care, and
Medical. Individual Medical is a closed block and no new issues are
anticipated.
5.2 Projection assumptions:
5.2.1 Premium, Considerations, and Deposits: Estimates of premium payments
are made, by product, based on historical experience and management's
expectation of future growth. Individual Health premium growth varies
by year and product.
5.2.2 Investment Income: Investment income projections were based upon the
assets backing the Individual Health business.
5.2.3 Benefit Payments: Estimates of benefit payments are made, by product,
based on historical loss ratio experience and management's expectation
of future changes to loss ratios. Individual Health benefit payments
vary by year and product.
5.2.4 Surrenders: Surrenders on Individual Health products are assumed to be
zero.
5.2.5 Increase in Reserves: Increases in claim liabilities (Incurred but Not
Reported Claims, Disability Claims in Payment, Pending and Resisted
Claims, etc.) are assumed to be a percent of premium, which varies by
product and year. The percentage assumptions are based on historical
incurred loss ratios and management expectations of future claim
reserve increases. For Individual Long Term Care, additional
assumptions have been made to account for the change in active life
reserves.
5.2.6 Expenses: Non-investment expenses (including commissions) were
projected, by product, using a percent of premium methodology.
Percentages are based on recent experience and assume a "going
concern." Expense allocations to the Individual Health business are
based on current expense allocation methodology.
6.0 GROUP ANNUITIES BUSINESS
6.1 Business Issued by MetLife
6.1.1 Inforce Model. A model was constructed which was used to project income
statements and balance sheets (assets, liabilities and surplus) for
each year from 1999 to 2009 for the Group Annuities Business. Group
Annuities Business primarily includes par and non-par annuities,
Guaranteed Interest Contracts
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(GIC's), investment management and guaranteed and non-guaranteed
separate account business. Liability and asset cash flows were
developed for business inforce as of 12/31/98.
6.1.2 Projection Assumptions
6.1.2.1 Credited rates are as specified by contract or product. For certain
products, rates are reset periodically to reflect projected portfolio
experience or prevailing market indices.
6.1.2.2 Unscheduled withdrawals on general account GIC business were assumed
each month. Withdrawal rates on separate account business were based on
1998 experience. For Met Managed Guaranteed Interest Contracts
("MMGIC"), withdrawal rates were assumed to be a level percentage per
year, unless otherwise scheduled in the contract. For other Separate
Account Investment Management contracts, withdrawal rates were assumed
to be a level percentage per year. For all other business, maturity was
as specified by the contract. Early retirement assumptions were based
on pricing assumptions, which are case specific and based on contract
provisions and prior experience.
For Met I&R withdrawal rates are based on Met I&R specific experience.
6.1.2.3 Mortality for par and non-par Closeouts varies by underwriting job
classification for the contract from 90%-105% of the 1983 GAM Basic
table with a five year female age setback and 100% of Projection Scale
H.
For Structured Settlements, the 1966 Group Annuity Experience Table is
the basis of the mortality assumption, adjusted to the present day
based on U.S. population mortality tables and selected applications of
Projection Scale D.
Mortality assumptions for Master Terminal Funding/Terminal Funding
("MTF/TF") contracts were based on an average of the 1983 GAM Basic
table and the 1983 Table a Basic; 100% of Projection Scale H is used
for all years.
Book Value Separate Account business used 85% of the 1983 GAM Basic
table with projections based on Scale H. In both cases, there was a 5
year setback for females.
For Immediate Participation Guarantee ("IPG"), Deposit Administration
("DA") and Group Deferred Annuity ("GDA") business, the 1983 GAM Basic
Table with 100% of Projection Scale H was used. IPG business in the
separate account (IPG SA) used the 1983 GAM Basic Table with projection
at 100% during the deferral period and at 150% after the deferral
period.
6.1.2.4 Expenses: as described in section 1.3 of Part II.
6.1.3 New Business Model. Projections are developed for the sale of the
following products: GICs, structured settlements, MTF/TF, par
closeouts, MMGICs, and
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other separate account investment products. Assumptions are consistent
with product pricing. New business premium levels are shown in Exhibit
III.
New England Mutual Life
6.2 Inforce Model. A model was constructed which was used to project income
statements and balance sheets (assets, liabilities and surplus) for
each year from 1999 to 2009 for the Group Annuities Business. Group
Annuities Business primarily includes participating active life funds,
par and non-par annuities, and non-guaranteed separate account
business. Only those separate account liabilities that are associated
with contracts that also have general account liabilities were tested.
Liability and asset cash flows were developed for business inforce as
of 12/31/98.
6.2.2 Projection Assumptions
6.2.2.1 Credited rates are as specified by contract or product. For nearly all
liabilities, rates are reset annually to reflect actual portfolio and
cashflow. Credited rates for the small amount of non-par liabilities
remain fixed. Separate account growth rates were fixed at 8% per year.
6.2.2.2 Renewal Premium: Estimates of renewal premium on existing active life
funds are made by product groupings, based on historical experience.
Renewal premiums to separate accounts were assumed to be in proportion
to the associated general account renewal premium.
6.2.2.3 Benefit Payments: Estimates of benefit payments are made by product
groupings, based on historical experience. Benefit payments from
separate accounts were assumed to be in proportion to the associated
general account benefit payments. For all but the non-par annuities,
benefit payments were expressed as a percentage of the remaining
liabilities. For the non-par annuities, payments were projected on a
seriatim basis considering the annuity form and the expected future
lifetime of the individual annuitant.
6.2.2.4 Surrenders: Surrenders, on those product types that allow them, are
made by product groupings, based on historical surrender experience.
For contracts with a maturity feature, surrenders prior to the
scheduled maturity date are not allowed and were assumed to be zero. At
maturity, 50% of the maturing amount was assumed to roll over into a
new contract based on historical experience. Surrenders from separate
accounts were assumed to be in proportion to the associated general
account surrenders.
6.2.2.5 Mortality assumptions for non-par annuities were based on the 1983 GAM
table.
6.2.2.6 Expenses: Expenses were expressed as a percentage of liabilities,
consistent with historical experience. A combined Federal and State
income tax rate of 36.5% was assumed for all projected years. The
Federal income tax element imposed
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on mutual life insurance companies related to surplus was assumed not
to apply for calendar years following the Effective Date.
6.2.3 New Business Model. No new business is assumed.
7. GROUP LIFE INSURANCE
7.1 Model: A model was constructed which was used to project income
statements and balance sheets (assets, liabilities, and surplus) for
each year from 1999 to 2009 for the Group Life business. Group Life
includes Group Term Life, Group Universal Life, Group Variable
Universal Life, Corporate and Trust-Owned Group Universal and Variable
Universal Life Insurance, Life Funding Agreements, Supplementary
Contracts, Group Survivor Income, and Group Paid-up Insurance.
7.2 Projection assumptions:
7.2.1 Premium, Considerations, and Deposits: Estimates of premium payments
are made, by product groupings, based on historical experience and
management's expectation of future growth. Group Life premium growth
varies by year and product grouping.
7.2.2 Investment Income: Investment income projections were based upon the
assets backing the Group Life business.
7.2.3 Benefit Payments: Estimates of benefit payments are made, by product
groupings, based on historical loss ratio experience and management's
expectation of future changes to loss ratios. Group Life benefit
payments vary by year and product grouping.
7.2.4 Surrenders: Surrenders on Group term products are assumed to be zero.
For asset accumulation type products, estimates of surrenders are made,
by product groupings, based on historical surrender experience and
management's expectation of future changes in surrenders.
7.2.5 Increase in Reserves: Increases in claim liabilities (Incurred but Not
Reported Claims, Approved Disability Claims, Pending and Resisted
Claims, etc.) are assumed to be a percent of premium, which varies by
product grouping and year. The percentage assumptions are based on
historical incurred loss ratios and management expectations of future
claim reserve increases. For Group Life products containing an
accumulation or deposit fund feature, assumptions have been made, by
product grouping, for expected deposits, interest credits, and
surrenders. These assumptions have been based on recent historical
company experience.
7.2.6 Expenses: Non-investment expenses (including commissions) were
projected, by product grouping, using a percent of premium methodology.
Percentages are based on recent experience and assume a "going
concern." Expense allocations
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to the Group Life business are based on Metropolitan's established
expense allocation methodology.
8. GROUP HEALTH INSURANCE
8.1 Model: A model was constructed which was used to project income
statements and balance sheets (assets, liabilities, and surplus) for
each year from 1999 to 2009 for the Group Health business. Group Health
includes Group Accidental Death & Dismemberment, Dental, Disability,
Long Term Care, Vision, and Medical. Group Medical is a closed block
consisting primarily of the New York State Empire Plan and
Metropolitan's employee plan. For this projection, both plans are
assumed to transfer to another carrier by 12/31/1999.
8.2 Projection assumptions:
8.2.1 Premium, Considerations, and Deposits: Estimates of premium payments
are made, by product, based on historical experience and management's
expectation of future growth. Group Health premium growth varies by
year and product.
8.2.2 Investment Income: Investment income projections were based upon the
assets backing the Group Health business
8.2.3 Benefit Payments: Estimates of benefit payments are made, by product,
based on historical loss ratio experience and management's expectation
of future changes to loss ratios. Group Health benefit payments vary by
year and product.
8.2.4 Surrenders: Surrenders on Group Health other than Health Insurance
Funding Agreements are assumed to be zero. For Health Insurance Funding
Agreements, estimates of surrenders are based on historical surrender
experience and management's expectation of future changes in
surrenders.
8.2.5 Increase in Reserves: Increases in claim liabilities (Incurred but Not
Reported Claims, Disability Claims in Payment, Pending and Resisted
Claims, etc.) are assumed to be a percent of premium, which varies by
product and year. The percentage assumptions are based on historical
incurred loss ratios and management expectations of future claim
reserve increases. For Group Long Term Care, additional assumptions
have been made to account for the change in active life reserves. These
assumptions have been based on recent historical company experience.
8.2.6 Expenses: Non-investment expenses (including commissions) were
projected, by product, using a percent of premium methodology.
Percentages are based on recent experience and assume a "going
concern." Expense allocations to the Group Health business are based on
Metropolitan's established expense allocation methodology.
9. ASSETS AND REINVESTMENT
9.1 Bonds: Bonds are projected based upon their terms including the coupon
payable and any sinking fund payments. Deductions from investment
income are
27
<PAGE> 364
made for investment expenses and defaults. Default shaves are assigned
which vary by S&P rating. Defaults are written down and assumed to be
sold immediately at current market value. A bond is called in the first
year it meets the following criteria: 1) the bond is callable and is
not under a refund restriction, 2) the coupon rate is at least 125
basis points above the prevailing rate, which is the then current rate
for a newly issued security of like type, quality, and maturity date,
and 3) the present value of the remaining cash flows, discounted at the
prevailing rate, exceeds the call price plus 3%.
9.2 Commercial, Residential and Agricultural Mortgages. Investment income
and principal repayments are projected consistent with the terms of the
mortgage. Deductions from investment income are made for investment
expenses and defaults.
9.3 Real Estate. Cash flows are estimated by real estate professionals. The
value at sale for properties sold during the projection period is
estimated by real estate professionals, as well.
9.4 Equities were assumed to earn a dividend yield and realized capital
gain rate each year.
9.5 Reinvestment Rate - Closed Block. Reinvestment rates are consistent
with rates provided by the closed block.
9.6 Reinvestment Rate - Other. Reinvestment rates are consistent with the
business plan.
9.7 GenAmerican - The anticipated effects of the pending purchase of
GenAmerican have been reflected in the Actuarial Projection (Part III).
28
<PAGE> 365
PART III
ACTUARIAL PROJECTION
<TABLE>
<CAPTION>
Actual Projection
--------------------------------------------------------------------------------------
Statutory Summary of Ops 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
- ------------------------ ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Premiums 27,169 26,170 28,794 32,046 34,049 35,634 37,229 38,929 40,993 42,979 45,046 47,144
Net Investment Income 8,957 8,316 8,205 8,181 8,403 8,609 8,885 9,181 9,403 9,565 9,863 10,094
Income Adjustments 423 525 639 717 793 876 971 1,060 1,155 1,259 1,369 1,486
- ------------------
TOTAL INCOME 36,550 35,011 37,638 40,945 43,245 45,120 47,085 49,170 51,550 53,803 56,300 58,723
Incurred Benefits 31,673 29,057 31,530 34,675 36,678 38,174 39,769 41,424 43,434 45,380 47,374 49,363
Comm. Exp. and Taxes, Lic and Fees 3,317 2,845 2,810 2,923 3,048 3,180 3,326 3,484 3,652 3,834 4,030 4,242
- ----------------------------------
TOTAL EXPENSE 34,990 31,902 34,340 37,598 39,727 41,354 43,095 44,909 47,086 49,215 51,404 53,605
NET GAIN FROM OPS BEF DIVS 1,560 3,109 3,299 3,347 3,518 3,766 3,990 4,262 4,464 4,589 4,896 5,119
Policyholder Dividends 1,711 1,674 1,732 1,788 1,852 1,914 1,965 2,029 2,094 2,175 2,236 2,306
- ----------------------
NET GAIN FROM OPS AFT DIVS (151) 1,435 1,567 1,558 1,666 1,852 2,025 2,233 2,370 2,414 2,661 2,813
Capital Gains 691 22 21 21 0 17 151 68 728 47 40 (19)
Federal Income Tax (336) 563 638 634 674 744 797 882 929 947 1,033 1,099
- ------------------
NET GAIN AFTER TAX 875 894 950 946 992 1,125 1,378 1,418 2,168 1,514 1,668 1,695
</TABLE>
<PAGE> 366
PART III
ACTUARIAL PROJECTION
<TABLE>
<CAPTION>
STATUTORY BALANCE SHEET Actual Projection
ASSETS 1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Cash and Invested Assets 115,089 114,627 115,108 118,950 121,651 124,311
Non-Cash Assets 3,217 3,152 3,165 3,272 3,376 3,467
Policy Loans 5,006 5,291 5,581 5,917 6,189 6,416
Net Deferred Premiums 1,416 1,361 1,390 1,432 1,476 1,525
Total General Account Assets 124,726 124,432 125,243 129,571 132,692 135,719
Total Separate Account Assets 53,410 53,746 57,458 62,871 69,140 75,654
Total Assets 178,136 178,179 182,701 192,442 201,832 211,373
LIABILITIES
Life Reserves 45,817 47,241 48,809 50,397 52,014 53,631
Annuity Reserves 48,691 46,665 47,064 48,656 48,942 49,377
Health Reserves 7,556 7,694 7,944 8,411 8,911 9,449
Deficiency Reserves -- -- -- -- -- --
Interest Maintenance Reserve 1,404 1,342 1,305 1,267 1,242 1,206
Subtotal Reserves 103,467 102,941 105,121 108,732 111,108 113,663
Dividend Liability 1,559 1,620 1,675 1,742 1,812 1,886
Other Liabilities 9,271 7,202 5,398 5,661 5,978 6,311
Asset Valuation Reserve 3,323 3,299 3,379 3,459 3,518 3,573
Total General Account Liabilities 117,621 115,062 115,572 119,594 122,416 125,433
Total Separate Account Liabilities 53,128 53,718 57,428 62,839 69,105 75,618
TOTAL LIABILITIES 170,749 168,780 173,000 182,433 191,522 201,050
</TABLE>
<TABLE>
<CAPTION>
2004 2005 2006 2007 2008 2009
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Cash and Invested Assets 127,636 130,827 135,031 138,638 142,358 146,177
Non-Cash Assets 3,593 3,727 3,869 4,014 4,181 4,350
Policy Loans 6,633 6,843 7,039 7,228 7,406 7,575
Net Deferred Premiums 1,579 1,633 1,696 1,761 1,833 1,910
Total General Account Assets 139,440 143,029 147,635 151,640 155,779 160,012
Total Separate Account Assets 82,396 89,318 96,693 104,203 112,107 120,229
Total Assets 221,837 232,347 244,328 255,843 267,686 280,242
LIABILITIES
Life Reserves 55,264 56,896 58,490 60,080 61,629 63,140
Annuity Reserves 49,834 50,349 50,959 51,596 52,261 52,939
Health Reserves 10,029 10,654 11,327 12,053 12,840 13,694
Deficiency Reserves -- -- -- -- -- --
Interest Maintenance Reserve 1,163 1,120 1,065 1,009 922 880
Subtotal Reserves 116,290 119,019 121,842 124,739 127,652 130,653
Dividend Liability 1,959 2,031 2,102 2,175 2,245 2,315
Other Liabilities 6,659 7,029 7,411 7,814 8,238 8,690
Asset Valuation Reserve 3,623 3,669 3,694 3,719 3,650 3,703
Total General Account Liabilities 128,532 131,747 135,049 138,447 141,785 145,360
Total Separate Account Liabilities 82,357 89,276 96,648 104,155 112,055 120,174
TOTAL LIABILITIES 210,689 221,023 231,697 242,602 253,640 265,534
</TABLE>
<PAGE> 367
PART III
ACTUARIAL PROJECTION
<TABLE>
<CAPTION>
Actual Projection
CAPITAL AND SURPLUS --------------------------------------------------------------------------------------------------
RECONCILIATION 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total capital and
Surplus, BoY 7,378 7,388 9,398 9,702 10,010 10,311 10,323 10,949 11,326 12,632 13,243 14,046
Net After Tax Gain
from Operations 875 894 950 946 992 1,125 1,378 1,418 2,168 1,514 1,668 1,695
Increase in Asset
Valuation Reserve 491 24 (80) (80) (59) (55) (50) (46) (25) (25) 69 (53)
Capital Contribution -- -- (587) (606) (628) (658) (703) (749) (842) (887) (945) (993)
Miscellaneous Surplus
Items (1,356) 1,218 (20) 7 (49) (448) (50) (300) (51) (52) (53) (54)
Gains from
Subsidiaries -- (127) 40 42 45 48 50 54 57 60 64 68
Total Capital and
Surplus, EoY 7,388 9,398 9,702 10,010 10,311 10,323 10,949 11,326 12,632 13,243 14,046 14,708
TOTAL LIABILITIES
& SURPLUS 178,137 178,179 182,702 192,443 201,833 211,374 221,837 232,348 244,329 255,845 267,886 280,243
</TABLE>
31
<PAGE> 368
EXHIBIT I
DESCRIPTION OF SUBSIDIARIES
DECEMBER 31, 1998
2154 Trading Corporation
Is a real estate subsidiary owning direct and/or partnership interests
in real estate.
23rd Street Investments, Inc.
Serves as the general partner in limited partnerships that own and
manage investments.
AEW Real Estate Advisors, Inc. and subsidiaries
Serves as an investment manager/advisor primarily to public and private
pension funds and other institutional investors and the General Account
of Metropolitan Life Insurance Company in connection with direct and
indirect investments in real estate.
AFORE Genesis Metropolitan S.A. de C.V.
Is a Mexican Pension Fund Manager
Benefit Services Corporation
Is a third party administrator for defined contribution pension plans.
Boylston Capital Advisors, Inc.
Holds all of the stock of New England Portfolio Advisors, Inc.
CBNJ, Inc.
Was in the business of leasing, managing and selling real property
(currently inactive).
Coating Technologies International, Inc.
Together with its subsidiaries, is a manufacturer of pressure-sensitive
tapes and covering materials used in the manufacture of books, report
covers and other special applications.
CP&S Communications, Inc.
Holds federal radio communications licenses for equipment used in
facilities and airplanes owned by Metropolitan Life.
CRB Co., Inc.
Is involved in the acquisition, holding, development and sale of real
property.
CRH Companies, Inc.
Is involved in the acquisition, holding, development and sale of real
property.
32
<PAGE> 369
Cross & Brown Company
Was a full-service real estate management and leasing firm (currently
inactive).
Edison Supply and Distribution, Inc.
Formed to lease and operate a warehouse in Edison, New Jersey to store
and distribute printed materials of Metropolitan Life and its
affiliates.
Exeter Reassurance Company, Ltd.
Is a reinsurance company.
Fairfield Insurance Agency of Texas, Inc.
Is an insurance agent and broker
Farmers National Commodities, Inc.
Engaged in the business of marketing agricultural commodities and
disseminating marketing advice to Farmers National Company, its clients
and other clients.
Farmers National Company
Engaged in the business of professional farm and ranch management,
agricultural consultation, real estate sales, auctions, rural
appraisals, and agricultural insurance services.
First Connect Insurance Network, Inc.
Develops software and software products relating to annuities
Fulcrum Financial Advisors, Inc.
Is a financial services company.
G.A. Holding Corporation
Is involved in the acquisition, holding, development and sale of real
property.
Genesis Seguros Generales, Sociedad Anonima de Seguros y Reaseguros
Sells homeowners insurance in Spain and Portugal.
GFM Investments Limited
Is a holding company for investments of GFM International Investors
Limited(for its own account).
Hereford Insurance Agency, Inc.
Is an insurance agent and broker.
33
<PAGE> 370
Hereford Insurance Agency of Alabama, Inc.
Is an insurance agent and broker.
Hereford Insurance Agency of Idaho, Inc.
Is an insurance agent and broker.
Hereford Insurance Agency of Minnesota, Inc.
Is an insurance agent and broker.
Hereford Insurance Agency of New Mexico, Inc.
Is an insurance agent and broker.
Hereford Insurance Agency of Ohio, Inc.
Is an insurance agent and broker.
Hereford Insurance Agency of Oklahoma, Inc.
Is an insurance agent and broker.
Hyatt Legal Plans, Inc.
Sells prepaid legal plans, which provide access to an array of legal
services. It is one of the nation's leading providers of group legal
plans, offering plans both on an employer and employee-funded basis.
Hyatt Legal Plans of Florida, Inc.
Is a developer, marketer, and distributor of legal plans
Interactive Financial Solutions, Inc.
Sells electronic commerce, data processing, and computer software
systems.
Interbroker, Correduria de Reaseguros, S.A.
Is an insurance broker in Spain.
L/C Development Corporation
Is involved in the acquisition, holding, development and sale of real
property.
Mercadian Capital L.P.
Is a dealer in interest rate and currency swaps.
Mercadian Funding L.P.
Is a dealer in interest rate and currency swaps.
Met Life Holdings Luxembourg
Created to hold possible future European insurance ventures.
34
<PAGE> 371
Met Life International Real Estate Equity Shares, Inc.
Is a real estate investment trust.
Met Life Real Estate Advisors, Inc.
Formed to be a general partner of a real estate limited partnership.
Met P&C Managing General Agency, Inc.
Is an insurance agency which facilitates the sale of personal lines of
property and casualty insurance for Metropolitan Property and Casualty
Insurance Company in Texas.
MetLife Capital CFLI Holdings, LLC
Holds beneficial interest in a trust which will acquire, own, operate
and otherwise deal with a portfolio of leased aircraft.
MetLife Capital CFLI Leasing, LLC
Holds beneficial interest in a trust which will acquire, own, operate
and otherwise deal with a portfolio of leased aircraft.
MetLife Capital Credit L.P.
Provides commercial finance and equipment financing services to middle
market companies throughout the country.
MetLife Capital, Limited Partnership
Provides commercial finance and equipment financing services to middle
market companies throughout the country.
MetLife Credit Corp.
Is a vehicle to make loans to affiliated entities.
MetLife Europe I, Inc.
Formed to act as a director of corporations in jurisdictions where such
purpose is permitted.
MetLife Europe II, Inc.
Formed to act as a director of corporations in jurisdictions where such
purpose is permitted.
MetLife Europe III, Inc.
Formed to act as a director of corporations in jurisdictions where such
purpose is permitted.
MetLife Europe IV, Inc.
Formed to act as a director of corporations in jurisdictions where such
purpose is permitted.
35
<PAGE> 372
MetLife Europe V, Inc.
Formed to act as a director of corporations in jurisdictions where such
purpose is permitted.
MetLife Financial Acceptance Corporation
Was a consumer finance company servicing various types of consumer
loans. Is currently in run-off mode.
MetLife Funding, Inc.
Serves as the major conduit to capital markets for Metropolitan Life
and affiliated companies.
MetLife General Insurance Agency, Inc.
Provides Metropolitan Life's personal insurance sales force with a
variety of specialty products not available from Metropolitan Life or
its affiliates.
MetLife General Insurance Agency of Alabama, Inc.
Formed to facilitate the marketing of a variety of specialty products
not available from Metropolitan Life or its affiliates by Metropolitan
Life's personal insurance sales force in Alabama.
MetLife General Insurance Agency of Kentucky, Inc.
Formed to facilitate the marketing of a variety of specialty products
not available from Metropolitan Life or its affiliates by Metropolitan
Life's personal insurance sales force in Kentucky.
MetLife General Insurance Agency of Massachusetts, Inc.
Formed to facilitate the marketing of a variety of specialty products
not available from Metropolitan Life or its affiliates by Metropolitan
Life's personal insurance sales force in Massachusetts.
MetLife General Insurance Agency of Mississippi, Inc.
Formed to facilitate the marketing of a variety of specialty products
not available from Metropolitan Life or its affiliates by Metropolitan
Life's personal insurance sales force in Mississippi.
MetLife General Insurance Agency of North Carolina, Inc.
Formed to facilitate the marketing of a variety of specialty products
not available from Metropolitan Life or its affiliates by Metropolitan
Life's personal insurance sales force in North Carolina.
MetLife General Insurance Agency of Texas, Inc.
Formed to facilitate the marketing of a variety of specialty products
not available from Metropolitan Life or its affiliates by Metropolitan
Life's personal insurance sales force in Texas.
36
<PAGE> 373
MetLife Holdings, Inc.
Formed to hold the stock of MetLife Funding, Inc. and MetLife Credit
Corp.
MetLife International Holdings, Inc.
Coordinates MetLife's international insurance businesses.
MetLife Investments Asia Limited
Provides investment advisory services.
MetLife Investments Limited
Is a United Kingdom investment advisor to Metropolitan Life affiliates.
MetLife New England Holdings, Inc.
Acts as a holding company to hold the shares of New England Life
Insurance Company and New England Investment Companies, Inc. and the
limited partnership interests in New England Investment Companies, L.P.
MetLife Saengmyoung Insurance Company Ltd.
Sells individual life and savings products, individual retirement
savings and health products and institutional life and retirement
savings products in South Korea.
MetLife Securities, Inc.
Acts as an investment adviser for the sale of financial planning
services, and as a broker-dealer for the sale of mutual funds through
Metropolitan Life sales representatives.
MetLife Security Insurance Company of Louisiana
Is licensed to sell life and health insurance and annuity products.
MetLife Texas Holdings, Inc.
Formed to effect the acquisition of Texas Life Insurance Company.
MetLife Trust Company, National Association
Is a limited purpose trust company.
MetPark Funding, Inc.
Owns stock of a hotel management company.
Metric Assignor, Inc.
Acts as original limited partner to facilitate organization of real
estate limited partnerships.
Metric Capital Corporation
Acts as a licensed securities broker/dealer for the sale of limited
partnership interests and real estate investment trust stock.
37
<PAGE> 374
Metric Colorado, Inc.
Acts as a licensed real estate broker in Colorado.
Metric Institutional Apartment Fund II, L.P.
Owns apartment projects and interests therein.
Metric Management, Inc.
Provides asset and property management and disposition services to
certain property-owning entities.
Metric Property Management, Inc.
Provides property management and disposition services to certain
property-owning entities.
Metric Realty
Acts as general partner of real estate limited partnerships.
Metropolitan Asset Management Corporation
Is an investment subsidiary owning investments of the type that
Metropolitan Life itself could own.
Metropolitan Casualty Insurance Company
Is a property/casualty insurance company writing preferred automobile
policies.
Metropolitan Direct Property and Casualty Insurance Company
Is a property and casualty insurance company which offers personal
lines property and casualty insurance.
Metropolitan General Insurance Company
Is a property/casualty insurance company writing non-standard
automobile policies.
Metropolitan Group Property and Casualty Insurance Company
Is in the process of completing full property and casualty licensing in
most states and has begun to market employer-sponsored mass
merchandised personal lines property and casualty insurance.
Metropolitan Insurance and Annuity Company
Is licensed to sell life and health insurance and annuity products in
50 states, the District of Columbia and Taiwan.
Metropolitan Life Holdings, Netherlands BV
Created to hold possible future European insurance ventures.
Metropolitan Life Insurance Company of Hong Kong Limited
Sells personal life products through an agency sales force.
38
<PAGE> 375
Metropolitan Life Seguros de Retiro, S.A.
Sells annuities in Argentina.
Metropolitan Life Seguros de Vida, S.A. (Argentina)
Sells personal and group life and disability products in Argentina.
Metropolitan Life Seguros de Vida, S.A. (Uruguay)
Sells personal and group life and disability products in Uruguay.
Metropolitan Life Seguros E Previdencia Privada S.A.
Sells individual and institutional life insurance and retirement
savings products in Brazil.
Metropolitan Lloyds, Inc.
Manages Metropolitan Lloyds Insurance Company of Texas.
Metropolitan Lloyds Insurance Company of Texas (affiliate)
Provides homeowner and related insurance for the Texas market.
Metropolitan Marine Way Investments Limited
This corporation holds real estate in Canada.
Metropolitan P&C Insurance Services, Inc.
Is an insurance agency available for property and casualty insurance
sales and other insurance agency operations.
Metropolitan Property and Casualty Insurance Company
Is a property and casualty insurance company which offers personal
lines of property and casualty insurance.
Metropolitan Realty Management, Inc.
Was a real estate management company (currently inactive).
Metropolitan Reinsurance Company (U.K.) Limited
Underwrote primarily property treaty reinsurance on business flowing
into the London market from Europe and the United States. Is currently
in run-off mode.
Metropolitan Structures
An Illinois general partnership which owns and operates real property.
Metropolitan Tower Corp.
Is a holding company whose assets primarily consist of the shares of
its subsidiaries. Serves as the parent of many of Metropolitan Life's
insurance and investment subsidiaries.
39
<PAGE> 376
Metropolitan Tower Life Insurance Company
Offered variable life insurance. Is licensed in 49 states and the
District of Columbia.
Metropolitan Tower Realty Company, Inc.
Is a real estate investment subsidiary owning direct and/or partnership
interests in real estate.
Mezzanine Investment Limited Partnership-BDR
Is a limited partnership which serves as the investment vehicle through
which investments in Dan River are held.
Mezzanine Investment Limited Partnership-LG
Is a limited partnership which serves as the investment vehicle through
which investments in Coating Technologies International, Inc. are held.
Mezzanine Investment Limited Partnership-8
Is a limited partnership which serves as the investment vehicle through
which investments in Interstate Bakeries/Interstate Brands are held.
N.L. Holdings Corp. (DEL)
Holds stock of broker-dealer and insurance agency subsidiaries
Nathan & Lewis Associates, Inc.
Is an insurance agency
Nathan & Lewis Associates-Arizona, Inc.
Is an insurance agency
Nathan & Lewis Associates of Massachusetts, Inc.
Is an insurance agency
Nathan & Lewis Associates of Nevada, Inc.
Is an insurance agency
Nathan & Lewis Associates of Ohio, Inc.
Is an insurance agency
Nathan & Lewis Associates of Texas, Inc.
Is an insurance agency
Nathan & Lewis Securities, Inc.
Is a broker-dealer
Natiloportem Holdings, Inc.
Is a holding company which owns shares in several foreign subsidiary
companies and may engage occasionally in investment activity related to
those companies.
40
<PAGE> 377
NELRECO Troy, Inc.
Is a real estate investment related holding corporation.
New England Life Holdings, Inc.
Holds the stock of subsidiaries which were formerly subsidiaries of New
England Life Insurance Company.
New England Life Insurance Company
Is an insurance company.
New England Life Mortgage Funding Corporation
Is an issuer of collateralized mortgage obligations.
New England Pension and Annuity Company
Formerly sold pension and annuity insurance products.
New England Portfolio Advisors, Inc.
Is an investment adviser to insurance company separate account
investors.
New England Securities Corporation
Is a broker-dealer.
Newbury Insurance Company, Limited
Is a reinsurer of professional liability insurance for insurance
agents.
NVEST, L.P.
Is a master limited partnership listed on the New York Stock Exchange
and is considered one of the largest publicly traded investment
organizations in America.
NVEST Companies, L.P.
Is an investment holding and operating company. Metlife owns about 48%
of the partnership units of Nvest Companies, which is comprised of 17
subsidiaries, divisions, and affiliates offering a wide array of
investment styles and products to institutional and individual clients
NVEST Corporation
Is Managing General Partner of Nvest Companies, L.P. and General
Partner of Nvest L.P.
Omega Reinsurance Corporation
Is a life and disability reinsurer in the life and disability insurance
business.
One Madison Merchandising, L.L.C.
Engages in activities related to the merchandising of products.
41
<PAGE> 378
Quadreal Corp.
Is the fee holder of a parcel of real property subject to a 999 year
prepaid lease.
Santander Met, S.A.
Is a corporate joint venture with Banco Santander; coordinates
Metropolitan Life's business in the Spanish and Portuguese insurance
and pensions markets.
Security First Financial, Inc.
Is a registered broker dealer.
Security First Financial Agency, Inc.
Is an insurance agency.
Security First Group, Inc.
Is a holding company and insurance agency.
Security First Group of Ohio, Inc.
Is an insurance agency.
Security First Insurance Agency, Inc. (Massachusetts)
Is an insurance agency.
Security First Insurance Agency, Inc. (Nevada)
Is an insurance agency.
Security First Investment Management Corporation
Is a registered investment advisor.
Security First Life Insurance Company
Offers fixed and variable individual and group annuities through
employees and independent agents to customers of financial institutions
and persons eligible under IRC Section 403(b) and administers state and
local 401(k) plans and deferred compensation plans.
Security First Management Corporation
Is general partner of a real estate limited partnership.
Security First Real Estate, Inc.
Is a real estate manager.
Seguros Genesis, S.A. (Mexico)
Sells life and health insurance in Mexico.
Seguros Genesis, S.A. (Spain)
Sells insurance and pension products in Spain and Portugal.
Services La Metropolitaine Quebec Inc.
42
<PAGE> 379
Provides marketing and distribution services in Quebec.
SIEFORE Genesis S.A. de C.V.
Is a Mexican mutual fund.
SSR AV, Inc.
Acts as sole general partner of SSR Apartment Value Fund, L.P.
SSR Realty Advisors, Inc.
Provide real estate investment products and real estate related
services to institutional investors and other real property owners.
SSRM Holdings, Inc.
Is a holding company for certain asset management entities.
State Street Research Investment Services, Inc.
Is a broker-dealer established for the distribution of affiliated
mutual funds.
State Street Research & Management Company
Provides investment management and advisory services to corporate
pension clients, foundations, endowments and mutual funds. It is one of
the oldest and most established firms providing such services in the
United States.
Texas Life Agency Services, Inc.
Is a life insurance agent.
Texas Life Agency Services of Kansas, Inc.
Is a life insurance agent in Kansas.
Texas Life Insurance Company
Sells individual life insurance products through independent agents.
TNE Advisers, Inc.
Is an investment adviser to the New England Zenith Fund.
TNE Funding Corporation
Former issuer of CMO assets and current holder of real estate mortgage
and equity investments.
TNE Information Services, Inc.
Provides data processing services and software, and systems
development.
TNE-Y, Inc.
Shareholder in a holding company holding indirect interests in cargo
vessels.
43
<PAGE> 380
Transmountain Land & Livestock Company
Is a real estate subsidiary owning and managing farm and ranch properties.
44
<PAGE> 381
EXHIBIT II
ORGANIZATIONAL CHARTS AS OF DECEMBER 31, 1998
PART 1 - ORGANIZATIONAL CHART
[ORGANIZATIONAL CHART GRAPHIC]
CHART 1**
<TABLE>
<S> <C> <C> <C> <C>
---------------------------------------
| Metropolitan Life Insurance Company*|
| 13-5581829 |
| 65978 |
| NY |
---------------------------------------
|
-------------------------------------------------------------------------------------------------
| |
- ---------------------------- | ------------------------------
| Metropolitan Tower Life *| | | Metropolitan |
| Insurance Company | | | Tower Corp. |
| 13-3114906 | -- | | 22-2094447 |
| 97136 | | ------------------------------
| DE | | |
- ---------------------------- | |
| -----------------------------------------------------------------
| | | |
- ---------------------------- | ----------------------------- ---------------------------- -----------------------------
|MetLife Security Insurance| | | Metropolitan Property and | | Metropolitan Insurance | | Security First Group, Inc.|
| Company of Louisiana* | | | Casualty Insurance Company| | and Annuity Company * | | 95-3947587 |
| 72-0578990 | -- | | 13-2725441 |- | 13-2876440 | | |
| 65714 | |-- | 26298 | | | 86428 DE | | |
| LA | | | RI | | | | | |
- ---------------------------- | ---------------------------- | ---------------------------- ----------------------------
| | |
| ----------------------------- | ----------------------------
| | Metropolitan General | | | Security First Life |
- ---------------------------- | | Insurance Company* | | ----------------------------- | Insurance Company |
| MetLife Texas Holdings, | | | 22-2342710 |-| |Metropolitan Group Property| | 54-0696644 |
| Inc. | | | 39950 | | | and Casualty Insurance | | DE 61050 * |
| 13-3437648 | -- | | RI | | --| Company * | | |
| | | ----------------------------- | | 13-2915260 | ---------------------------
| | | | | 34399 RI |
- --------------------------- | | ----------------------------
| | ---------------------------- | |
| | | Metropolitan Casualty | | |
- ---------------------------- | | Insurance Company * | | ---------------------------
| Texas Life | | | 05-0393243 |-| | Metropolitan |
| Insurance Company * | | | 40169 | | | Reinsurance Company |
| 74-0940890 | | | RI | | | (U.K.) Limited * |
| 69396 | | ---------------------------- | | |
| TX | | | | |
- ---------------------------- | | ---------------------------
| |
| ----------------------------- |
| | Metropolitan | |
- ---------------------------- | | Direct Property and | |
| Hyatt Legal Plans, | | | Casualty | |
| Inc. | | | Insurance Company * | |
| 34-1650967 | -- | | 23-1903575 |-||
| DE | | 25321 | ||
| | | RI | ||
- ---------------------------- ----------------------------- ||
| ||
- ---------------------------- ----------------------------- ||
| Hyatt Legal Plans | | Metropolitan Lloyds | ||
| of Florida, Inc. | |Insurance Company of Texas | ||
| 34-1631590 *** | | 75-2483187 |-||
| 76020 | | 13938 TX (3) |
| FL | | |
- ---------------------------- -----------------------------
</TABLE>
<TABLE>
<S> <C> <C>
---------------------------------------
| Metropolitan Life Insurance Company*|
| 13-5581829 |
| 65978 |
| NY |
---------------------------------------
|
- -----------------------------------------------------------------------------------
| | |
- ---------------------------- | ---------------------------- ----------------------------
| Metropolitan Life | | | MetLife | | MetLife New |
| Seguros E | |--- | Saengmyoung Insurance | | England |
| Previdencia Privada S.A. | | | Company, Ltd. * | | Holdings, Inc. |
| * | | ---------------------------- | 13-3904696 |
- ---------------------------- | ----------------------------
| --------------------------- |
| | Metropolitan Life * | |
- ---------------------------- |--- | Insurance Company of | -----------------------------
| Metropolitan Life | | | Hong Kong Limited | | New England Life |
| Seguros | | --------------------------- | Insurance Company * |
| de Vida S.A. | | --------------------------- | 04-2708937 |
| (Uruguay) |-- |--- | Santander Met, S.A. (1) | | 91626 |
| * | |--- | | | MA |
- ---------------------------- | | --------------------------- -----------------------------
| | |
| | ------------------
- ---------------------------- | | ---------------------------- | ----------------------------
| Metropolitan Life |-- | |-- | Seguros Genesis, S.A. * | | | Newbury |
| Seguros de Retiro S.A. * | | | | (Spain) | |--| Insurance Company, Ltd. *|
- ---------------------------- | | ---------------------------- | ----------------------------
| | |
- ---------------------------- | | ---------------------------- | ----------------------------
| PT MetLife | | | | Genesis Seguros Generales,| | | New England Pension |
| Sejahiera (2) |-- | |-- |Sociedad Anonima de Seguros| |--| and Annuity Company * |
| * | | | y Reaseguros * | | | 04-2708941 |
| | | | | | | 91618 |
| | | | | | | DE |
- ---------------------------- | ---------------------------- | ----------------------------
| |
| ---------------------------- | ----------------------------
| | Seguros Genesis, S.A. | | | Exeter |
|--- | (Mexico) * | |--| Reassurance |
| | (4) | | | Company Ltd. * |
| ---------------------------- | ---------------------------
| |
| ---------------------------- | ----------------------------
| | Metropolitan Life | | | Omega |
| | Seguros | | | Reinsurance Corporation *|
|--- | de Vida S.A. * | |--| 86-0540533 |
| (Argentina) | | 85774 |
| | | AZ |
--------------------------- ----------------------------
</TABLE>
** Chart 1 shows insurance companies and their up-stream affiliates, if any.
* INSURER
*** Legal Expense Insurance Corporation Authorized Under Florida Law
(1) - 50% Owned
(2) - 62% Owned
(3) - Affiliated Association
(4) - Metropolitan Life Insurance Company owns 85.49%
Metropolitan Tower Corporation owns 7.31%
Metropolitan Asset Management Corporation owns 7.20%
45
<PAGE> 382
EXHIBIT II
ORGANIZATIONAL CHARTS AS OF DECEMBER 31, 1998
PART 1 - ORGANIZATIONAL CHART
CHART 2 **
<TABLE>
<S> <C> <C> <C> <C> <C>
-----------------------------------------
| Metropolitan Life Insurance Company * |
| 13-5581829 |
| 65978 |
| NY |
-----------------------------------------
|
|
|
------------------------------------------------------------------------ ----------------------------------------------
| | | | | | |
- ----------------------- | ------------------------ ----------------------- --------------------- | ---------------------
| One Madison | | | Metropolitan | | 23rd Street | | MetLife Trust | | | AFORE |
| Merchandising L.L.C.| (A) | Tower Corp. | | Investments, Inc. | | Company | | | Genesis |
| 06-1489569 | | 22-2094447 | | 13-3619870 | | National | | | Metropolitan |
| | | | | | | Association | | | S.A. de C.V. |
| | | | | | | 22-6290774 | | | |
- ----------------------- ------------------------ ----------------------- --------------------- | ---------------------
| |
----------------------------------------------------------- |
| | | |
- ------------------------ ------------------------ | ----------------------- --------------------- | ---------------------
| Metropolitan Asset | | Metropolitan Tower | | | SSRM Holdings, Inc. | | Hyatt Legal | | | 2154 Trading |
|Management Corporation| -| | Realty Company, Inc. | -| | 04-3188585 | -| | Plans, Inc. |--|-| Corporation |
| 13-3010325 | | | 13-3170235 | | | | | | 34-1650967 | | | 13-2656285 |
- ------------------------ | ------------------------ | ----------------------- | --------------------- | --------------------
10% | | | | | |
- ------------------------ | ------------------------ | ----------------------- | | ---------------------
| MetLife Capital | | | Natiloportem | | |State Street Research| | | |Metropolitan Realty|
| Limited Partnership | | | Holdings, Inc. | -| | & Management Company| | |-| Management, Inc.|-|
| (3) | | | | | | 13-3142135 | | | | 13-3047691 | |
- ------------------------ | ------------------------ | ----------------------- | | --------------------- |
| | | | | |
- ------------------------ | ------------------------ | ----------------------- | --------------------- | --------------------- |
| MetLife Financial | | |MetLife Real Estate | | | SSR Realty | | | Farmers National | | | Edison Supply & | |
| Acceptance | | | Advisors, Inc. | -| | Advisors, Inc. | -| | Company | -| | Distribution, Inc.| |
| Corporation | -| | 13-3412409 | | | 94-3262034 | | 47-0157270 | | | 22-2757726 | |
| 22-2853995 (1) | | | | | | | | | | | |
- ------------------------ ------------------------ | ----------------------- --------------------- | --------------------- |
| |
------------------------ | ----------------------- --------------------- | --------------------- |
| MetLife General | | | Security First | |MetLife Securities,| | | Cross & Brown | |
|Insurance Agency, Inc.| -|-| Group, Inc. | | Inc. | -| | Company |-|
| 13-3179826 | | | 95-3947587 | | 13-3175978 | | | 13-0609125 |
------------------------ | ----------------------- --------------------- | ---------------------
| | |
------------------------ | ----------------------- | ---------------------
| MetLife Holdings, | | | Security First | | | MetLife Texas |
|- | Inc. | | |Investment Management| | | Holdings, Inc. |
| | 13-3237278 | -| | Corporation | |-| 13-3437648 |
| | | | 95-2844896 | | |
| ------------------------ ----------------------- ---------------------
|
| ------------------------
|- | MetLife Credit Corp. |
| | 13-3237275 |
| ------------------------
|
| ------------------------
|- | MetLife Funding, Inc.|
| 13-3217277 |
------------------------
</TABLE>
<TABLE>
<S> <C>
-----------------------------------------
| Metropolitan Life Insurance Company * |
| 13-5581829 |
| 65978 |
| NY |
-----------------------------------------
|
|
|
|
- --------------------------------------------
| | | |
| ------------------------ | ------------------------
| | Metropolitan | | | MetLife New England |
|- Marine Way | | | Holdings, Inc. |
| | Investments | | | 13-3904696 |
| | Limited | | | |
| ------------------------ | ------------------------
| ------------------------ | |
| | Services | | |
|-| La Metropolitan | | (B)
| | Quebec, Inc. | |
| ------------------------ |
| ------------------------ | ------------------------
| | MetLife International| | | Benefit Services |
|-| Real Estate | |- | Corporation |
| | Equity Shares, Inc. | | | 58-1269356 |
| | 52-1638181 (2) | | | |
| ------------------------ | ------------------------
| ------------------------ |
| | MetPark Funding, | |
|-| Inc. | |
| | 13-3751851 | |
| | | |
| ------------------------ |
| ------------------------ | ------------------------
| | Santander | | | Transmountain Land |
|-| Met, S.A.(4) | |-| & Livestock Company |
| | | 22-2375428 |
------------------------ ------------------------
</TABLE>
* INSURER
** Chart 2 shows the organizational structure of non-insurers that have
activities reported in Part 2 or whose assets are one-half of one percent
or more of the total assets of Metropolitan Life Insurance Company
(except where otherwise shown on Chart 1)
1 - Metropolitan Asset Management Corporation holds 100% of voting preferred
stock and Metropolitan Property and Casualty Insurance Company holds 100%
of common stock.
2 - 18.4% Owned
3 - 90% of outstanding equity interest is held directly by Metropolitan Life
Insurance Company.
4 - 50% Owned
5 - Ownership of membership interests in One Madison Merchandising L.L.C. is
as follows: Metropolitan Life Insurance Company owns 99% and
Metropolitan Tower Corp. owns 1%
46
<PAGE> 383
EXHIBIT II
ORGANIZATIONAL CHARTS AS OF DECEMBER 31, 1998
PART 1 - ORGANIZATIONAL CHART
CHART 2 (Continued)
<TABLE>
<S> <C> <C>
-----
| A |
-----
|
--------------- | -----------------
| TNE-Y, Inc. | | | CRB Co., Inc. |
| 04-3279414 |---------|---------| 04-3171930 |
--------------- | -----------------
|
|
|
--------------- |
| NELRECO, | |
| Troy, Inc. |---------|
| 51-0109913 | |
--------------- |
|
|
--------------- | ---------------------
| TNE Funding | | | New England Life |
| Corporation |---------|---------| Mortgage Funding |
| 04-2955004 | | | Corporation |
--------------- | | 04-2850333 |
| ---------------------
|
-------------------- | --------------------
| Boylston Capital |----|-------| CRH Co. Inc. |
| Advisors, Inc. | | 04-2882640 |
| 04-3071563 | | |
-------------------- --------------------
|
|
|
----------------------------
| New England |
| Portfolio Advisors, Inc. |
| 04-2843036 |
----------------------------
</TABLE>
<TABLE>
<S> <C> <C>
-----
| B |
-----
|
|
-----------------------
| MetLife New England |
| Holdings, Inc. |
| 13-3904696 |
-----------------------
|
|
------------------------------------------------------------ -- -- -- -- -- -- -- -- --
| | |
| | |
------------------------- --------------- ------------------------- |
| New England Life | | Nvest | 0 0002 | Nvest Companies, L.P. |---- |
| Insurance Company * | | Corporation | % GP | | | 3.19 |
| 04-2708937 | | 84-1174158 |---------->| | | % |
------------------------- --------------- ------------------------- 1 | GP |
| | /\ | |
| | | | |
------------------------- | 14.57% | ------ |
| New England Life | | | | B1 | |
| Holdings, Inc. | | 1.69% GP | ------ |
| 04-3353087 | | | |
------------------------- | GP | |
| | | |
| | ---------------------- |
| -------------------->| Nvest, L.P. 2 | |
| | 13-3405992 |<-- -- -- --
--------------------------------------------------- ----------------------
| | |
| | |
- -------------------------- ------------------- -----------------
| New England | | TNE Information | | TNE |
| Securities Corporation | | Services, Inc. | | Advisers, Inc.|
| 04-2436412 | | 04-3229974 | | 04-3240897 |
- -------------------------- ------------------- -----------------
</TABLE>
* Insurer
1-Metropolitan Life Insurance Company holds a 46.02% LP in Nvest
Companies, L.P.
2-Metropolitan Life Insurance Company holds a 2.15% LP interest in Nvest, L.P.
GP = General Partnership Interest
LP = Limited Partnership Interest
47
<PAGE> 384
EXHIBIT II
ORGANIZATIONAL CHARTS AS OF DECEMBER 31, 1998
PART 1 - ORGANIZATIONAL CHART
CHART 2 (Continued)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
--------
| B1 |
--------
|
-----------------------
| Nvest Companies, L.P.|
-----------------------
_________________________________________________________________________ ----------------------------------------------------
| | | | |
99% | | | | 50% |
LP | | | | LP |
- ---------------- ----------------- ------------------ ----------------- |
| AEW Capital | 1% | AEW Capital | | Nvest Holdings,| | Capital Growth | |
| Management, | GP | Management, Inc.| | Inc. L.P. | | Management, L.P.| |
| L.P. |<------| | | | | 04-3076053 | |
- ---------------- ----------------- ----------------- --------------- |
___________________________________________| |
| | |
| | |
| _____________________________________________________________________________ |
| | | | | | | |
| | | | | | | |
------------------ ---------- ------------ -------------- ------------ --------------- -------------- |
|Nvest Associates,| |Back Bay | | R&T Asset | |Loomis Sayles| | Westpeak | | Graystone | | NEF | |
| Inc. | |Advisors,| |Management,| | & Company , | |Investment| |Partners, Inc.| --| Corporation | |
| | | Inc. | | Inc. | | Inc. | |Advisors, | |04-3276562 | | | | |
| | | | | | | | | Inc. | | | | | | |
------------------ ----------- ------------ -------------- ------------ --------------- | -------------- |
| | | | | | |
1% | 0.5% | 1% | 1% | 1% | | 1% |
GP | GP | GP | GP | GP | | GP |
| | | | | | |
| | | | | | |
| | | | | | |
------------ -------------- -------------- ------------ ------------ ---------------- 99% |
| Back Bay | |Reich & Tang | |Loomis Sayles| | Westpeak | | Graystone | | New England | LP |
| Advisors,| |Asset Manage-| | & Company, | |Investment| | Partners,| | Funds, L.P. | <---------------|
| L.P. | | ment, L.P. | | L.P. | |Advisors, | | L.P. | | 04-3200027 | |
| 04-3200033| | 13-3778739 | | 04-3200030 | | L.P. | | | | | |
| | | | | | |04-3200218| | | | | |
------------ -------------- -------------- ------------ ------------ ---------------- |
/\ /\ /\ /\ /\ |
99% | 99.5% | 99% | 99% | 99% | |
LP | LP | LP | LP | LP | |
| | | | | |
------------------------------------------------------------------------------------------------------
GP = General Partnership interest
LP = Limited Partnership Interest
</TABLE>
48
<PAGE> 385
EXHIBIT III
PRODUCTS EXPECTED TO BE OFFERED
AFTER THE EFFECTIVE DATE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
1998 AVG. FACE
PAR / VALUE OR
NON- INITIAL
PRODUCT PAR PREMIUM NOTES
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Traditional Whole Par $ 73,000 Fixed premium life insurance on the lives of one
Life Insurance or two individuals with an assortment of
riders. These products are intended to be
similar to products issued prior to the
Effective Date.
- ------------------------------------------------------------------------------------------------
Non-Par Whole Life NP $ 15,000 Fixed premium non-participating whole life
insurance.
- ------------------------------------------------------------------------------------------------
Individual Term NP $ 259,000 Indeterminate premium Individual term life
Life Insurance insurance: both annually increasing term and
level term for 5, 10, 15 and 20 year periods.
- ------------------------------------------------------------------------------------------------
Universal Life $ 97,000 Flexible premium unbundled life insurance in
which net premiums are invested in a fixed fund.
- ------------------------------------------------------------------------------------------------
Interest Sensitive NP N/A Proposed whole life product that is currently
Whole Life not available.
- ------------------------------------------------------------------------------------------------
Variable Universal NP $ 141,000 Flexible premium unbundled life insurance in
Life which net premiums may be allocated to a variety
of investment options or to the General Account.
- ------------------------------------------------------------------------------------------------
Single Pay NP $ 42,000 Single premium products invested in general
Deferred Annuities account providing the policyholder a guaranteed
interest rate for an established period of time.
- ------------------------------------------------------------------------------------------------
Flexible Pay NP $ 3,100 Net premiums may be allocated to the General
Deferred Annuities Account and to investment options in a separate
account. Fixed annuities offer a
fixed rate of return; variable
annuities offer a host of separate
accounts. These provide a stream
of annuity payments as established
by the client.
- ------------------------------------------------------------------------------------------------
Single Pay Annuity NP N/A Invested in the general account providing a
Contracts stream of annuity payments as established by the
client. This product is currently being sold
- ------------------------------------------------------------------------------------------------
ZAVA Annuities NP $ 53,295 TNE variable annuity, currently issued in only a
few states. Total reserves are only $40 million.
- ------------------------------------------------------------------------------------------------
Supplementary NP N/A Either life contingent or non-life contingent,
Contracts providing a stream of annuity payments as
established by the client. These contracts are
established upon the client's request to convert
a deferred product to a payout product.
- ------------------------------------------------------------------------------------------------
</TABLE>
49
<PAGE> 386
<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
Group Life NP N/A Includes group universal life, variable
Products & Services universal life, term life, optional life,
dependent life and survivor
benefits. Also includes high face
amount life insurance products
covering senior executives for
compensation-related or benefit
funding purposes.
- ------------------------------------------------------------------------------------------------
Non-medical Health NP N/A Accidental Death & Dismemberment, Dental,
Disability, and Vision claim processing and
coverage.
- ------------------------------------------------------------------------------------------------
Small Group Health NP N/A TNE group health sold to groups of less than 25.
The product is only currently issued in South
Carolina and Texas. Total reserve is $13 million.
- ------------------------------------------------------------------------------------------------
Stable Value NP N/A Guaranteed interest products for corporations
Products and other institutions.
- ------------------------------------------------------------------------------------------------
Asset Management NP N/A Account investment management contracts for
defined benefits and contribution plans to
corporations and other institutions.
- ------------------------------------------------------------------------------------------------
</TABLE>
50
<PAGE> 387
Exhibit III
Sales Assumptions
($ Millions)
<TABLE>
<CAPTION>
1998 1999 2000 2001 2002 2003
<S> <C> <C> <C> <C> <C> <C>
Universal Life $ 197 $ 207 $ 217 $ 228 $ 244 $ 261
Whole Life 168 195 209 227 238 250
Term Life 34 32 37 41 43 45
Individual Life: Other 153 90 115 130 137 143
Individual Annuities 3,127 3,988 4,940 5,777 6,343 6,661
Group Annuities 6,432 7,305 9,381 11,290 11,998 12,511
Group Life 767 700 802 927 992 1,061
Group Health 901 424 523 633 698 771
Individual Health 8 16 35 64 69 73
</TABLE>
<TABLE>
<CAPTION>
2004 2005 2006 2007 2008 2009
<S> <C> <C> <C> <C> <C> <C>
Universal Life $ 279 $ 299 $ 320 $ 342 $ 366 $ 392
Whole Life 263 276 290 304 319 335
Term Life 47 50 52 55 58 60
Individual Life: Other 150 158 166 174 183 192
Individual Annuities 6,994 7,343 7,710 8,096 8,501 8,926
Group Annuities 12,929 13,354 14,084 14,621 15,166 15,617
Group Life 1,136 1,217 1,304 1,399 1,501 1,611
Group Health 851 940 1,039 1,149 1,272 1,408
Individual Health 79 85 91 99 107 115
</TABLE>
51
<PAGE> 388
EXHIBIT IV
SIGNIFICANT REINSURANCE ARRANGEMENTS
1. As of December 31, 1998, the Company maintained several reinsurance
relationships in Appendix I.
2. Some Alpine Life Insurance Company ("Alpine") group annuities were
assumption reinsured from Alpine to the Company. All of this business is
100% indemnity reinsured from the Company to Metropolitan Securities
Insurance Company of Louisiana ("MSI-LA") a subsidiary. The December 31,
1998 reserves for this business in the aggregate, was $222 million.
3. Structured Settlements were indemnity reinsured from MSI-LA to the
Company. The December 31, 1998 reserves associated with this business
were $698 million and represented 95% of a block of business that MSI-LA
had assumption reinsured from Alpine.
4. The Company indemnity reinsured portions of certain structured contracts
to ING Insurance Group ("ING") in 1997 and 1998. The benefits reinsured
are non-life contingent structured settlement lump sums. At December 31,
1998, the statutory reserve of reinsured structured contracts was $1,060
million. In addition to the structured contracts, the Company reinsured
$45 million of long-term guaranteed interest contracts (GIC) contracts
to ING, effective December 31, 1997.
5. The Company indemnity reinsured portions of certain structured contracts
to Berkshire Hathaway Life Insurance Company of Nebraska ("Berkshire")
in 1996. The benefits reinsured are life- and non-life contingent
benefits payable after the 25th anniversary of the certificate. The
first reimbursement from Berkshire is expected on January 1, 2019. The
Company ceded Reserves of $92 million to Berkshire at December 31, 1998.
6. Metropolitan Insurance and Annuity Company ("MIAC", a subsidiary)
indemnity reinsured $74 million of annuity contracts to the Company.
7. MIAC indemnity reinsures certain individual life business to the Company
under three separate contracts, totaling just under $299 million of
reserves.
8. The Company exited the medical benefit business in 1995. The Company's
residual medical liabilities are reinsured to United HealthCare, except
for certain liabilities related to the medical plan for Company
employees. At December 31, 1998, the Company took ceded reinsurance
credits of $2.1 million.
52
<PAGE> 389
9. The Company reinsures, at our policyholders' requests, portions of its
group life and accidental death and dismemberment liabilities with
minority owned or managed life insurance companies. At December 31,
1998, the Company took ceded reinsurance credits of $25.1 million.
10. The Company also reinsures, at our policyholders' requests, portions of
its group life and health liabilities with life insurance companies such
as Prudential, Connecticut General, and John Hancock Mutual Insurance
Company. At December 31, 1998, the Company took ceded reinsurance
credits of $27.3 million.
11. The Company purchased certain Travelers group life and non-medical
benefits health insurance business on January 1, 1995. The Company
indemnity reinsures Travelers residual liabilities with respect to this
business. At December 31, 1998, the Company's accepted liabilities were
$620.9 million.
12. The Company is a reinsurer on the Servicemen's Group Life Insurance
plan. The Company's accepted premium in calendar year 1998 was $114
million.
13. For traditional ordinary and universal life business, coverage in excess
of the retention limit and substandard risk is ceded to 16 different
companies on a yearly renewable term basis.
14. For traditional ordinary, a monthly yearly renewable term treaty cedes
to European General Reinsurance Company of Zurich (European General).
The business reinsured represents a portion of certain 1992 permanent
individual life plans issued without excess risk characteristics.
15. 90% of most of our 1996 Individual term portfolio was reinsured on a
coinsurance basis to a group of 10 companies that share the reinsurance
on each policy depending on plan and amount of insurance.
16. 90% of most of our 1998 Individual term portfolio was reinsured on a
coinsurance basis to a group of 9 companies which share the reinsurance
on each policy depending on plan and amount of insurance.
17. Effective July 1, 1998, the Company entered into a reinsurance treaty
with six reinsurers to reinsure 90% of certain universal life policies,
on a yearly renewable term basis, issued prior to 1/1/97 on a
proportionate quota share basis (the "Universal Life Inforce Reinsurance
Program"). Coverage includes all regularly underwritten policies and
policies issued as a result of a term conversion option under flexible
premium universal life and flexible premium variable universal policy
forms.
18. Effective January 1, 1998, the Company has entered into a reinsurance
treaty with five reinsurers, on a yearly renewable term basis, to
reinsure 90% of certain universal life policies issued on or after
1/1/97, on a yearly renewable term basis, as of 1998 policy
anniversaries. Coverage includes all regularly underwritten
53
<PAGE> 390
policies and policies issued as a result of a term conversion option
under flexible premium universal life and flexible premium variable
universal policy forms.
19. Effective January 1, 1998, the Company has also entered into reinsurance
treaties with six reinsurers to reinsure 90% of certain Traditional
Ordinary Life policies, issued on or after 1/1/97, on a yearly renewable
term basis, as of 1998 policy anniversaries. Coverage includes all
regularly underwritten policies and policies issued as a result of a
term conversion option under the whole life (L98) policy form.
20. Effective January 1, 1998, the Company has also entered into reinsurance
treaties with two reinsurers to reinsure certain traditional ordinary
life policies issued on or after 1/1/97, on a yearly renewable term
basis, as of 1998 policy anniversaries. Coverage includes all regularly
underwritten policies and policies issued as a result of a term
conversion option under the survivorship whole life (Estate Saver)
policy form.
21. In 1994, TNE coinsured a block of traditional life policies with
subsidiary Exeter Reassurance Company Ltd. ("Exeter").
22. 1991 TNE whole life issues were reinsured on a mod-co basis with ITT
Lyndon (which is now part of RGA Re) and Security Life of Denver.
23. TNE disability is reinsured on a coinsurance basis with Provident.
24. TNE group life and health business is reinsured with Great West Life and
Swiss Re.
54
<PAGE> 391
EXHIBIT J -- PURCHASE AND SALE PROGRAM PROCEDURES
A. Defined Terms
1. Broker-Dealer Affiliate: an affiliate of the Program Agent or a service
organization acting on its behalf, that is (a) registered as a broker-dealer
under the Exchange Act or (b) a "bank" (within the meaning of such term in
Section 3(a)(6) of the Exchange Act) that is excluded from the definition of
"broker" under Sections 3(a)(4) and 15(a) of the Exchange Act.
"Broker-Dealer Affiliate" may also include the Program Agent itself if it
meets these requirements. Some of the activities described in these Purchase
and Sale Program Procedures will be performed by the Broker-Dealer Affiliate
in order to meet regulatory requirements under the federal securities laws.
The initial Broker-Dealer Affiliate will be ChaseMellon Financial Services
L.L.C.
2. Common Stock: the common stock, par value $.01 per share, of the Holding
Company.
3. Company: Metropolitan Life Insurance Company, a mutual life insurance
company organized under the laws of the State of New York, to be reorganized
as a stock life insurance company under the Plan.
4. Company Common Stock: the common stock, par value $.01 per share, of the
Company.
5. Custodian: the custodian that will be the record holder of the Interests.
The initial Custodian will be ChaseMellon Shareholder Services, L.L.C.
6. Eligible Policyholder: a Person who is, or, collectively, the Persons who
are, the owner on the date that the Plan is adopted by the Company's board
of directors of a policy that is in force on that date. The Company and any
subsidiary of the Company shall not be Eligible Policyholders with respect
to any policy that entitles the policyholder to receive consideration,
unless the consideration is to be utilized in whole or part for a plan or
program funded by that policy for the benefit of participants or employees
who have coverage under that plan or program.
7. Exchange Act: the Securities Exchange Act of 1934, as amended.
8. Holding Company: MetLife, Inc., a Delaware corporation, which is the company
organized to become the holding company of the Company on the Plan Effective
Date.
9. Initial Investment Banks: Credit Suisse First Boston Corporation and
Goldman, Sachs & Co.
10. Interest: an undivided fractional interest in the Trust Shares and other
assets of the Trust beneficially owned by a Trust Beneficiary through the
Custodian.
11. Large Trust Beneficiaries: Trust Beneficiaries for which valid instructions
to sell Trust Shares have been received and that hold more than 25,000
Interests on the date the instructions are received.
12. Person: an individual, corporation, limited liability company, joint
venture, partnership, association, trust, trustee, unincorporated entity,
organization or government (including its departments or agencies).
13. Plan: Plan of Reorganization of Metropolitan Life Insurance Company to which
this Exhibit J is attached.
14. Plan Effective Date: the date the Plan becomes effective in accordance with
Section 5.2(b) of the Plan.
15. pro rata: the method for allocating shares to be sold in a given Batch on
behalf of Large Trust Beneficiaries when not all sale instructions received
from the Large Trust Beneficiaries can be processed in a given way (for
instance, when not all of the sale instructions from Large Trust
Beneficiaries can be sold on a given day, or when the Holding Company elects
to purchase less than all of the shares available to be purchased from Large
Trust Beneficiaries in a Batch). When these Purchase and Sale Program
Procedures require that shares be allocated on a pro rata basis, it means
that shares will be allocated in a given Batch among Large Trust
Beneficiaries based on the proportion in such Batch that the number of
shares covered by the sale instructions of each such Large Trust Beneficiary
bears to shares covered by the sale instructions of all such Large Trust
Beneficiaries.
16. Program: the Purchase and Sale Program.
17. Program Agent: the program agent for the Purchase and Sale Program. The
initial Program Agent shall be ChaseMellon Shareholder Services, L.L.C.
("ChaseMellon"). Some of the activities described in these Purchase and Sale
Program Procedures will be performed by the Broker-Dealer Affiliate in order
to meet regulatory requirements under the federal securities laws.
18. Small Trust Beneficiaries: Trust Beneficiaries for which valid instructions
to sell Trust Shares have been received and that hold no more than 25,000
Interests on the date the instructions are received.
Exhibit J -- Purchase and Sale Program Procedures
<PAGE> 392
19. Superintendent: the Superintendent of Insurance of the State of New York, or
any governmental officer, body or authority that succeeds the Superintendent
as the primary regulator of the Company's insurance business under
applicable law.
20. Trust: the MetLife Policyholder Trust established under the Trust Agreement.
21. Trust Agreement: the Policyholder Trust Agreement referred to in the Plan,
as amended from time to time in accordance with its terms.
22. Trust Eligible Policyholder: any Eligible Policyholder that, under the Plan,
will receive consideration in the form of Company Common Stock, to be
exchanged for an equal number of shares of Common Stock (to be held in the
Trust) on the Plan Effective Date.
23. Trust Beneficiary: any Person that beneficially owns an Interest in the
Trust, as shown on the records of the Custodian.
24. Trust Shares: the shares of Common Stock held by the Trust from time to time
under the Trust Agreement.
25. Trustee: the trustee of the Trust. The initial Trustee will be Wilmington
Trust Company.
B. Notices
1. Beginning no later than 120 days after the approval of the Actuarial
Contribution Memorandum (as defined in the Plan) by the board of directors
of the Company pursuant to the Plan, and completed by no later than 14 days
prior to the Plan Effective Date (unless the Superintendent approves later
dates), the Custodian will mail Trust Eligible Policyholders a brochure that
contains a summary of these Purchase and Sale Program Procedures, including
information on how to make purchases and sales through the Program, the
expected commencement dates for purchases and sales, Plan limitations on the
number of shares that may be purchased and sold, tax consequences from
purchasing and selling shares through the Program, and information on how to
obtain purchase and sale instruction forms and further information on the
Program. The brochure shall indicate that withdrawals or subsequent sales of
shares purchased on behalf of a Trust Beneficiary paying by check may be
restricted until the check has cleared. The brochure will also be available
to Trust Eligible Policyholders and other Trust Beneficiaries upon request
in writing or through the toll-free number maintained by the Program Agent,
and will be posted for the duration of the Trust on the Company's internet
website.
2. The Custodian will mail a written notice to Trust Beneficiaries each year
informing them of the existence of the Program and giving the toll-free
number for obtaining further information about the Program. The mailing may
be combined with the mailing of the account statements and dividend checks
under the Trust Agreement. Costs of printing and mailing will be borne by
the Holding Company. The Trust Agreement provides that the Custodian will
not be required to send a mailing to any Trust Beneficiary if it receives
notice from the Holding Company that the Holding Company is unable to
determine the proper address for such Trust Beneficiary pursuant to Section
14.2 of the Trust Agreement.
3. The Program brochure and instruction forms will be provided to the New York
Insurance Department for review and approval prior to mailing.
C. Purchase and Sale Instructions
1. Purchases. Each Trust Beneficiary holding a number of Interests that is
less than 1,000 may instruct the Broker-Dealer Affiliate to purchase a
dollar amount of shares of Common Stock of the Holding Company, provided
that (1) upon completion of the purchase and allocation of Interests to the
Trust Beneficiary, the Trust Beneficiary holds no more than 1,000 Interests
and (2) each instruction must be for a dollar amount of shares equal to at
least $250 (or such lesser amount as may be required to purchase, at the
closing price on the trading day immediately prior to the mailing of such
funds, a number of shares that would cause it to hold the 1,000 maximum
number of Interests). The instruction may be made by sending a written
purchase instruction, indicating the dollar amount of shares the Trust
Beneficiary wishes to have purchased, together with a check or money order
for the indicated amount made to the order of "MetLife Purchase Program".
The purchase instruction and check must be mailed to a bank lock-box, and
the check will be deposited by bank employees into a non-interest bearing
Trust account maintained at the bank. Once a purchase instruction has been
mailed, it cannot be revoked. Purchases may commence on the first trading
day following the 90th day after the Plan Effective Date. A Trust
Beneficiary may, subject to the restrictions described above, make unlimited
purchases of shares of Common Stock under the Program. If a purchase
instruction is not processed within 14 business days of receipt, the
Custodian shall return the instruction and funds to the Trust Beneficiary.
Exhibit J -- Purchase and Sale Program Procedures
2
<PAGE> 393
2. Upon receipt of the purchase instructions and funds, the Broker-Dealer
Affiliate will examine the purchase instructions and the funds to determine
if they match and to make sure they comply with the limitations set forth in
the Plan. If the dollar amount of shares to be purchased as shown on the
instruction does not match the dollar amount of the funds submitted, the
Broker-Dealer Affiliate will purchase shares equal to the dollar amount of
the funds. The Broker-Dealer Affiliate may, in its discretion, honor an
executed purchase instruction given in writing that is not on the form
provided to the Trust Beneficiaries. If the Broker-Dealer Affiliate shall
determine that the purchase instruction does not conform with the
limitations set forth in the Plan, it will promptly mail a rejection notice
(giving in reasonable detail the defects in the instruction), and the
Custodian will mail the funds to the Trust Beneficiary. The Program Agent
may, in its discretion, restrict withdrawals or subsequent sales of shares
purchased on behalf of a Trust Beneficiary paying by check until the check
has cleared.
3. All purchase instructions will be electronically time-stamped upon receipt
by the Broker-Dealer Affiliate.
4. Sales. Each Trust Beneficiary may instruct the Trustee, through the Program
Agent, to withdraw for sale a number of Trust Shares equal to all or part of
its Interests (subject to the limitations described below) by (i) sending a
written sale instruction, indicating the number of shares to be sold, to the
Program Agent or (ii) by giving a sale instruction through the Purchase and
Sale Program call center or in the automated voice response system
maintained by the Program Agent. Once a sale instruction has been delivered,
it cannot be revoked. Sales may commence at the later of (a) termination of
any stabilization arrangements and trading restrictions in connection with
the initial public offering or (b) the closing of all underwriters'
over-allotment options which have been exercised and the expiration of all
unexercised options.
Subject to the restrictions described below, which are set forth in the Plan
and Trust Agreement, a Trust Beneficiary may make unlimited sales of Trust
Shares under the Program.
Under the Plan:
(a) If the Trust Beneficiary holds 199 or fewer Interests, all of its
Interests must be withdrawn for sale. The Trust Beneficiary will not be
permitted to make partial withdrawals for sale.
(b) If the Trust Beneficiary holds more than 199 Interests, full or
partial withdrawals for sale may be made. However, partial withdrawals for
sale may only be in 100-share increments (for example, 200 shares may be
withdrawn for sale, but not 250). Following any partial withdrawal for sale,
the Trust Beneficiary must still hold at least 100 Interests. If a Trust
Beneficiary will hold less than 100 Interests after the partial withdrawal
for sale, a full withdrawal for sale must be made.
(c) For the first 300 days following the Plan Effective Date, Large
Trust Beneficiaries will be subject to the volume limitations described in
paragraph D.4 below. After the first 300 days, these limitations will no
longer apply and withdrawals for sale may be made as otherwise permitted by
these rules.
Subject to these limitations on numbers of shares and size of a
transaction, there are no other limitations on the number of times a Trust
Beneficiary may make a sale instruction.
5. Upon receipt of the sale instructions, the Program Agent will examine the
sale instructions to make sure they comply with the limitations set forth in
the Plan. The Program Agent may, in its discretion, honor an executed sale
instruction given in writing that is not on the form provided to the Trust
Beneficiaries. If the Program Agent shall determine that the sale
instruction does not conform with the limitations set forth in the Plan, it
will promptly mail a rejection notice (giving in reasonable detail the
defects in the instruction) to the Trust Beneficiary.
6. All instructions will be electronically time-stamped upon receipt by the
Program Agent. Upon receipt of sale instructions, the Program Agent will
transmit an instruction to the Trustee to withdraw such shares for sale
through the Program in accordance with the foregoing limitations.
D. Purchase and Sale Transactions
1. All valid sale/purchase 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 (each, a "Batch"). The Broker-Dealer
Affiliate will satisfy any purchase instructions out of sale instructions in
the following priority:
(a) first, purchase instructions will be satisfied out of sale
instructions received from Small Trust Beneficiaries, and
(b) second, purchase instructions will be satisfied out of sale
instructions received from Large Trust Beneficiaries. If there are more
shares covered by sale instructions from Large Trust Beneficiaries than the
Exhibit J -- Purchase and Sale Program Procedures
3
<PAGE> 394
remaining shares covered by purchase instructions, then the shares to be
satisfied out of those sale instructions will be allocated among the Large
Trust Beneficiaries on a pro rata basis.
The satisfaction of purchase instructions out of sale instructions will be
made at a share price equal to the opening price on the trading day
following the day the Batch is formed. If sale instructions exceed purchase
instructions, all or a portion of the excess shares will be made available
for purchase by the Holding Company as described in paragraph D.6 below; if
the Holding Company does not so purchase all of such excess shares, the
Broker-Dealer Affiliate will place an order with one or more brokers to sell
the excess shares. In the event that purchase instructions exceed sale
instructions, the Broker-Dealer Affiliate will place an order with one or
more brokers to purchase sufficient shares to satisfy the deficiency.
2. The executing brokers may be affiliates of the Program Agent but not
affiliates of the Trustee or the Holding Company.
3. The Broker-Dealer Affiliate and the brokers will process purchase and sale
instructions for a Batch on the trading day following the day the Batch is
formed. However,
(a) if there has occurred any act of God or nature, mechanical or
electrical breakdown, computer failure, failure or unavailability of the
Federal Reserve Bank wire, facsimile, Internet, telex, or other transaction
or communications system or power supply, in each case the effect of which
is such as to make it, in the judgment of the Broker-Dealer Affiliate, after
taking into account all commercially reasonable means of doing so,
impracticable to process purchase and sale instructions under the Program,
or
(b) if trading in any equity securities of the Holding Company has been
suspended or materially limited by the Securities and Exchange Commission or
the New York Stock Exchange ("NYSE"), or if trading generally on the NYSE or
has been suspended or materially limited, or
(c) if a banking moratorium has been declared by either Federal or New
York authorities,
then instructions will not be processed during the pendency of such events.
Instructions will be processed by the close of the NYSE on the trading day
following the expiry of such events.
4. Limitations on Sales on Behalf of Large Trust Beneficiaries. Notwithstanding
the foregoing, if, during the first 300 days after the Plan Effective Date,
the number of shares to be sold in a Batch (after satisfying purchase
instructions out of sale instructions pursuant to paragraph D.1 and sales to
the Holding Company pursuant to paragraph D.6) on behalf of the Large Trust
Beneficiaries exceeds the lesser of (i) 1/20th of 1% of the number of shares
of Common Stock outstanding or (ii) 25% of the average daily trading volume
for the 20 trading days (or such shorter period, if fewer than 20 trading
days have elapsed since the Plan Effective Date) preceding such day (the
"Daily Trading Limit"), the Broker-Dealer Affiliate shall process
instructions on behalf of the Large Trust Beneficiaries through market
orders for only a number of shares equal to the Daily Trading Limit for that
day. The remaining shares to be sold on behalf of Large Trust Beneficiaries
will be processed in the manner described below. These shares are called
"Surplus Shares."
If there are Surplus Shares in a Batch, the shares covered by sale
instructions from Large Trust Beneficiaries shall be allocated between the
shares to be sold within the Daily Trading Limit (and thus not subject to
the limits set forth in this paragraph D.4) and Surplus Shares subject to
the limits set forth in this paragraph D.4 on a pro rata basis.
The Broker-Dealer Affiliate shall process the Surplus Shares in accordance
with one or more of the following options:
(a) The Broker-Dealer Affiliate shall include all Surplus Shares not
sold in accordance with clause (b) or (c) below in the Batch formed on the
next succeeding trading day. These Surplus Shares will be deemed to be
included in that next trading day's Batch (and no longer will be included in
the original trading day's Batch) for purposes of determining the price and
date at which the related sale instructions are processed. These Surplus
Shares, together with other shares to be sold on behalf of Large Trust
Beneficiaries in the next day's Batch, will be subject to the Daily Trading
Limit applicable to that Batch. If the total number of these Surplus Shares
and the other shares to be sold on behalf of Large Trust Beneficiaries in
the next day's Batch exceeds the Daily Trading Limit on that day, then these
Surplus Shares shall be sold before the other shares to be sold on behalf of
Large Trust Beneficiaries in that Batch. This priority will continue in any
succeeding trading day such that if shares are to be sold on that trading
day on behalf of Large Trust Beneficiaries from more than one Batch, the
shares will be sold in the order in which the Batches were formed.
(b) (i) If the Batch is formed within 90 days of the Plan Effective
Date, the Broker-Dealer Affiliate may request the Initial Investment Banks
to act exclusively as joint agents to sell all or a portion of the Surplus
Shares at market clearing prices. The Initial Investment Banks shall not be
obligated to accept the request, and the Initial
Exhibit J -- Purchase and Sale Program Procedures
4
<PAGE> 395
Investment Banks shall be deemed to have accepted such a request if and only
if both Initial Investment Banks agree to act on a joint basis.
(ii) If the Batch is formed more than 90 days after the Plan
Effective Date, the Broker-Dealer Affiliate may request any nationally
recognized brokerage firm to act as agent to sell all or a portion of the
Surplus Shares at market clearing prices.
Any institution acting as agent as described in this paragraph D.4(b) will
either cross the Surplus Shares which it has agreed to sell on the NYSE or
will sell the shares off exchange, in which case the agent will have a
general obligation to obtain the best price reasonably available in the
circumstance. Sales effected in accordance with this paragraph D.4(b) will
be processed on the trading day following the day the Batch is formed.
(c) The Broker-Dealer Affiliate may sell all or a portion of the Surplus
Shares in a block trade.
(i) If the Batch is formed within 90 days of the Plan Effective
Date, the Broker-Dealer Affiliate may request bids for a fixed number of
shares (determined by the Broker-Dealer Affiliate in its sole discretion)
from each of the Initial Investment Banks and one other nationally
recognized brokerage firm. The block of shares will be sold to the firm
submitting the highest bid. If more than one firm submits the same bid and
such bid is the highest bid, the Broker-Dealer Affiliate will request new
bids from each of the firms previously submitting the highest bid until one
becomes the highest. If no one bid becomes the highest, then the
Broker-Dealer Affiliate will sell the block to one of the firms submitting
the highest bids, randomly selected by the Broker-Dealer Affiliate (provided
that the Broker-Dealer Affiliate will alternate between firms in any
subsequent tied-bid or use other equitable procedures to ensure that no firm
is favored if there is more than one occasion in which there is a tied-
bid).
(ii) If the Batch is formed more than 90 days after the Plan
Effective Date, the Broker-Dealer Affiliate may request bids from any three
nationally recognized brokerage firms selected by the Broker-Dealer
Affiliate in its sole discretion. The block of shares will be sold to the
firm submitting the highest bid. If more than one firm submits the same bid
and such bid is the highest bid, the Broker-Dealer Affiliate will request
new bids from each of the firms previously submitting the highest bid until
one becomes the highest. If no one bid becomes the highest, then the
Broker-Dealer Affiliate will sell the block to one of the firms submitting
the highest bids, randomly selected by the Broker-Dealer Affiliate (provided
that the Broker-Dealer Affiliate will alternate between firms in any
subsequent tied-bid or use other equitable procedures to ensure that no firm
is favored if there is more than one occasion in which there is a tied-bid).
Notwithstanding the foregoing, no institution shall be obligated to submit a
bid for any Surplus Shares if requested by the Broker-Dealer Affiliate
pursuant to this paragraph D.4(c), and the Broker-Dealer Affiliate shall not
be obligated to accept any bid it receives. Sales effected in accordance
with this paragraph D.4(c) will be processed on the trading day following
the day the Batch is formed.
The Broker-Dealer Affiliate may determine which option or options to use in
its sole discretion, except that if not all Surplus Shares are sold pursuant
to paragraphs D.4(b) or D.4(c), then the remaining shares shall be sold
pursuant to paragraph D.4(a). If more than one option is used, the Surplus
Shares will be allocated among the Large Trust Beneficiaries on a pro rata
basis.
The limitations set forth in this paragraph D.4 apply only to sales on
behalf of Large Trust Beneficiaries and do not apply to Small Trust
Beneficiaries.
5. Subject to paragraphs D.4 and D.3, the timing of transactions and the
frequency of transaction intervals will be subject solely to the control of
the Broker-Dealer Affiliate and the broker or brokers. The brokers will
effect all transactions in connection with the Program in the open market on
the floor of the NYSE in the ordinary course of their business, except as
set forth in paragraph D.4 and as described below with respect to sales to
the Holding Company. Except as set forth in paragraph D.4, the brokers will
effect brokers' transactions solely as agent. The brokers may also cross,
solely on an agency basis, sales and purchase instructions in Common Stock
submitted by their customers with sale and purchase instructions received by
the Broker Dealer Affiliate. All such crossing transactions will be effected
by the brokers on the floor of the NYSE and the brokers will not conduct
negotiations off the floor of the NYSE with respect to such transactions.
6. The Holding Company may, in its discretion, purchase Trust Shares withdrawn
from the Trust for sale through the Program; however, no such repurchase
will be made while the Holding Company is otherwise engaged in a
distribution as defined in Regulation M under the Securities Exchange Act of
1934. The Broker-Dealer Affiliate will notify the Holding Company of the
number of shares available for purchase on any trading day no later than
1/2 hour after the opening of the NYSE on that trading day, and the Holding
Company will inform the Broker-Dealer Affiliate no later than one hour after
the open of the NYSE on that trading day of the number of shares it wishes
to purchase. Purchases by the Holding Company will be at a purchase price
equal to the average of the high and low prices on the day of purchase.
Shares purchased by the Holding Company will be deemed to have been made (a)
first, out of sale instructions received from Small Trust Beneficiaries and
(b) second, out of sale instructions
Exhibit J -- Purchase and Sale Program Procedures
5
<PAGE> 396
received from Large Trust Beneficiaries. If not all of the shares covered by
sale instructions received from Large Trust Beneficiaries are purchased by
the Holding Company, the shares that are purchased shall be allocated among
the Large Trust Beneficiaries on a pro rata basis.
7. If the only transactions that occur in the Batch are sale instructions that
are offset against purchase instructions under the Program, the price at
which sales and purchases shall be processed will be the opening price on
the trading day following the day the Batch is formed. If the Broker-Dealer
Affiliate places a purchase order, all purchase instructions in the Batch
will be assigned the same price per share. Such purchase price will be the
volume weighted average price per share of the shares in the Batch purchased
on the day the purchases in the Batch occur (including any purchases offset
against sales instructions as provided in paragraph D.1 above). If the
Broker-Dealer Affiliate places a sales order, all sale instructions in the
Batch will be assigned the same price per share. Such sale price will be the
volume weighted average price per share of the shares in the Batch sold on
the day the sales in the Batch occur (including any sales to the Holding
Company and sales offset against purchase instructions as provided in
paragraph D.1 above). For purposes of determining the prices of purchases
and sales in a Batch, the prices will be those reported on the New York
Stock Exchange Composite Tape on the date the purchase and sale is made,
except for the prices of shares sold to the Holding Company, which shall be
the price determined as described above.
8. Upon settlement of a purchase transaction, the Broker-Dealer Affiliate will
promptly (i) transmit to the Custodian a confirmation statement and any
funds that had been transmitted by the Trust Beneficiary in excess of the
funds used to acquire up to the 1,000 Interest maximum for that Trust
Beneficiary, and (ii) deliver the acquired shares to the Custodian, which
will deposit them as Trust Shares in the Trust. The Custodian will input the
price paid for the shares on its records and update the Trust Beneficiary's
account to reflect the increase in Interests. The Custodian will promptly
mail revised beneficiary statements to the Trust Beneficiaries, showing the
revised number of Interests and the price per share of Trust Shares
acquired, but in any event no later than four trading days after the date
for the last transaction effected in the Batch. The Custodian will also mail
a check for any excess funds to the Trust Beneficiary within the four
trading days, 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 the
check sent by the Trust Beneficiary has cleared.
9. Upon settlement of a sale transaction, the Broker-Dealer Affiliate will
promptly transmit to the Custodian a confirmation statement and the funds
received from the sale. The Custodian will update the Trust Beneficiary's
account to reflect the reduction in Interests, and will promptly mail
revised beneficiary statements to the Trust Beneficiaries, showing the
revised number of Interests and the price per share of Trust Shares sold,
but in any event no later than four trading days, after the date for the
last transaction effected in the Batch. The Custodian will also mail a check
for the funds received to the Beneficiary within the four trading days.
10. All brokerage commissions, mailing charges, registration fees or other
administrative or similar expenses arising in connection with the Program
will be borne by the Holding Company.
11. The Program Agent will establish a Purchase and Sale Program call center
(with a toll-free number), staffed with employees of the Program Agent, to
answer inquiries about the Program and through which sale instructions (but
not purchase instructions) can be given. No recommendation or solicitation
will be made by the Program Agent or these employees, nor will any assurance
be given by them about the price that will be received for shares sold or
the price that will be paid for purchasing additional shares.
E. Miscellaneous
1. Duration. The Program shall last for the life of the Trust.
2. Stock Splits, etc. All references to share numbers set forth in these
Purchase and Sale Program Procedures shall be ratably adjusted to reflect
any stock split or reclassification of outstanding shares of Common Stock
into a greater or lesser number of shares of Common Stock.
3. Amendments. The Purchase and Sale Program Procedures may be amended by the
Holding Company at any time. Until the first anniversary of the Plan
Effective Date, any such amendment to the Purchase and Sale Program
Procedures shall be subject to the prior approval of the Superintendent. If
the Superintendent approves such amendment, the Company shall notify the
Trust Beneficiaries as promptly as practicable following such approval.
Following the first anniversary of the Plan Effective Date, the Holding
Company may amend the Purchase and Sale Program Procedures at any time;
provided, however, that no such amendment shall become effective until the
Holding Company shall have first provided written notice of such amendment
to the Trust Beneficiaries.
Exhibit J -- Purchase and Sale Program Procedures
6
<PAGE> 397
Schedule 1
METLIFE
SCHEDULE 1 TO
PLAN OF REORGANIZATION
ACTUARIAL CONTRIBUTION
PRINCIPLES AND METHODOLOGIES
AUGUST 24, 1999
<PAGE> 398
OVERVIEW
The Actuarial Contribution Principles and Methodology describes the methods by
which the Actuarial Contribution ("AC") of Participating Policies that were In
Force on the Adoption Date ("Qualifying Policies") will be calculated, as
required by Article VII of the Plan. Where not specifically referenced in this
schedule, terms are defined in Article II of the Plan.
MetLife will classify each Qualifying Policy into one of the following product
lines ("Product Line"): (i) Individual Life Insurance Policies, (ii) Individual
Annuities/Supplementary Contracts, (iii) Individual Health Insurance, (iv) Group
Annuities, and (v) Group Life and Health Insurance.
Within each Product Line, Qualifying Policies will be further divided into
classes of Qualifying Policies that are reasonably homogeneous with regard to
their experience and risk characteristics. As an initial step, Product Lines
have been subcategorized by (i) major product groupings (e.g., for Individual
Life, major product groupings include Industrial Life, Ordinary Life, Universal
Life, etc.) as well as by (ii) major grouping based on how the contract was
issued (e.g., issued by MetLife in the U.S., issued by MetLife from its Canadian
Branch, or issued by New England Mutual Life). Within these subcategories, the
classes of Qualifying Policies are determined primarily by the following, as
appropriate given materiality considerations and based upon the way the classes
of Qualifying Policies are managed: (i) insurance plan (for example, Whole
Life), policy year, issue age, and dividend class for Individual Life Insurance;
(ii) policy year and plan type for Individual Annuities and Supplementary
Contracts, (iii) policy form and issue year for Individual Health Insurance, and
(iv) contract for Group Annuities, Group Life, and Group Health. Except for most
group contracts, where calculations are performed on a contract specific basis,
interpolation and extrapolation methods will be used to develop estimated
results for each policy based on model cell calculations for the corresponding
class of Qualifying Policies.
Actuarial Contribution Principles and Methodologies Page 1
<PAGE> 399
The Actuarial Principles and Methodology sets forth the basic principles which
will be used in the determination of the AC. An Actuarial Contribution
Memorandum will be completed in accordance with the principles set forth in
Article VII of the Plan and the Actuarial Contribution Principles and
Methodology. The Actuarial Contribution Memorandum will be approved by the Board
and submitted to the Superintendent prior to the mailing of notices referred to
in Sections 5.4 and 5.5 of the Plan.
For each Eligible Policyholder, the amount of consideration will be based on an
allocation of a number of shares of Common Stock. Under certain circumstances,
as described in Section 7.3 of the Plan, these shares of Common Stock will be
converted to either cash or policy credits for the actual distribution to an
Eligible Policyholder. Each Eligible Policyholder will be allocated a fixed
component of consideration equal to 10 shares of Company Common Stock (subject
to proportional adjustment as provided in Section 10.3 of the Plan) regardless
of the number of Policies owned by such Eligible Policyholder in the same
capacity. In addition, a variable component of consideration will be allocated
in respect of the Qualifying Policies of which the Eligible Policyholder is the
Owner on the Adoption Date.
Note that an Eligible Policyholder may hold one or more Participating Policies,
one or more non-participating policies, or some combination of each kind. In any
case, a fixed component of consideration will be provided to each Eligible
Policyholder. However, only Participating Policies receive allocations of the
variable component of consideration. As described in Article VII of the Plan,
the Aggregate Variable Component shall be allocated to Eligible Policyholders
for their Qualifying Policies based on the Actuarial Contribution for such
Qualifying Policy relative to the sum of the Actuarial Contributions for all
Qualifying Policies. However, for purposes of this allocation, any negative
Actuarial Contributions for Qualifying Policies will be adjusted by setting them
to zero.
Actuarial Contribution Principles and Methodologies Page 2
<PAGE> 400
BASIC METHODOLOGY
The objective of the AC calculation is to estimate the contributions to surplus
made by each Qualifying Policy. ACs are based on a calculation of a Qualifying
Policy's historical contributions to surplus, as well as its anticipated future
contributions as of the Statement Date. The historical calculation reflects the
period starting with the year a policy was issued and ending with the Statement
Date and represents the accumulated value on the Statement Date of all of that
policy's past contributions to the surplus of the company. The prospective
calculation for a policy reflects the period beyond the Statement Date and
represents the present value on the Statement Date of all of that policy's
expected future contributions to the surplus of the company. If the Qualifying
Policy was issued after the Statement Date but before the Adoption Date, the AC
will be calculated as the present value as of the Statement Date of its expected
future contribution to the surplus of the company.
Premiums, benefits, expenses, investment income, federal income taxes and
dividends are reflected in the calculations, both historically and
prospectively. Historical assumptions will be based on a combination of
published financial reports, detailed historical information or assumptions
derived from more recent experience applied to prior years. The historical AC
calculations will include a charge for past mortality and morbidity based on
experience for each class of Qualifying Policies, but will not reflect any gain
or loss due to persistency experience for other policies in the same class which
are no longer in force. The future AC calculations will be based on assumptions
set for various classes of Qualifying Policies for mortality, morbidity,
persistency, expenses, asset cash flows including flows from reinvested assets,
federal income taxes and other actuarial factors.
A significant factor in deriving assumptions for the AC calculation will be the
goal of consistency in assumptions across Product Lines, as well as for classes
of Qualifying Policies within a Product Line. Consistency of assumptions is an
important goal, since the sole use of the AC calculations will be to allocate
value of a given policy relative to all other policies. The derivation of
assumptions and methodologies, including those for policy riders and other
supplemental product features, will be based on the way the class
Actuarial Contribution Principles and Methodologies Page 3
<PAGE> 401
of Qualifying Policies was managed historically as well as the way it is managed
currently.
In some instances, the calculated AC for a Qualifying Policy will be negative.
For these policies, the Variable Equity Share will be set to zero. For the
purpose of determining the Variable Equity Shares of Qualifying Policies with a
positive AC, negative ACs of Qualifying Policies will be adjusted by setting
them to zero, as provided for in Section 7.2(a).
Projected Dividends
The AC calculations assume the continuation of the 1999 payable dividend scales,
where applicable.
Liability Projections
To the extent possible, historical assumptions will be derived to be consistent
with information contained in or supporting published financial statements. With
the exception of certain expenses and benefits not included in the closed block,
prospective projection assumptions will be consistent with assumptions used to
develop closed block funding for policies eligible for inclusion in the closed
block (Closed Block Business). Where assumptions were not needed for the closed
block, e.g. for certain expenses or for par policies not in closed block, future
assumptions will be derived based, in part, on the assumptions that underlie the
10-year actuarial projections attached to the Plan.
Asset Projections
Historically, the asset assumptions to be used are net investment rates of
return, including capital gains and losses, based on an analysis of MetLife's
annual investment yields. Prospective investment assumptions (default/recovery
for existing assets, call/prepayment rates for existing assets, and reinvestment
rates) are consistent with (1) Closed Block assumptions for Closed Block
Business, and (2) assumptions which underlie the company's current expectations.
Actuarial Contribution Principles and Methodologies Page 4
<PAGE> 402
Key Reference Materials
The principal materials relied upon in performing these calculations include:
- - Information contained in MetLife's Annual Statement Convention Blanks
as filed with insurance regulatory authorities;
- - All available annual dividend resolutions and dividend procedure
rulings for MetLife;
- - Inventories of life insurance in force as of December 31, 1998 of
MetLife, including tapes and listings produced from these records;
- - Inventories of assets in MetLife's general account as of December 31,
1998, including tapes and listings produced from these records;
- - Information on policies in force, including premiums, cash values,
dividends, statutory reserves, policy benefits and other related policy
information; and
- - Internal financial reports and statistical data on historical
experience with respect to mortality, morbidity, persistency, federal
income taxes, expenses and other assumptions.
Actuarial Contribution Principles and Methodologies Page 5
<PAGE> 403
Sch. 2
CLOSED BLOCK MEMORANDUM
The objective of the Closed Block is to provide reasonable assurances to owners
of policies therein that, after the Plan Effective Date, assets will be
available to maintain the dividend scales in effect for 1999 if the experience
underlying such scales continues and to implement appropriate adjustments in
future dividend scales if such experience changes. In accordance with Article
VIII of the Plan of Reorganization, this memorandum sets forth how Metropolitan
Life Insurance Company ("MetLife")(1) will meet the objective regarding the
funding of the Closed Block and how the Closed Block will actually operate after
it is established with respect to certain charges.
MetLife is a mutual life insurance company domiciled in the state of New York.
In 1996, MetLife merged with The New England Mutual Life Insurance Company
("TNE"), at which time the TNE inforce block of business became part of MetLife.
At the time of the merger, MetLife indicated its intent to maintain, for at
least the following ten years, separate experience for the TNE block for the
purpose of distributing dividends to policyholders.
MetLife has segmented the Closed Block into three parts to reflect the unique
dividends and operations of each segment: 1) US Traditional; 2) US Industrial;
and 3) TNE (traditional individual life). MetLife may combine two or more of
these segments at some future date (but, in any event, the TNE segment will be
maintained separately for the ten-year period starting from the date of the
MetLife/TNE merger). For as long as these segments are maintained separately,
future dividends on policies in each Closed Block segment will reflect the
performance of assets allocated to that segment.
This Memorandum sets forth the following with respect to the Closed Block:
I. Basis for Determining Closed Block Funding as of December 31, 1998
II. Experience Assumptions Used in Determining Closed Block Funding - US
Traditional
III. Experience Assumptions Used in Determining Closed Block Funding - US
Industrial
IV. Experience Assumptions Used in Determining Closed Block Funding - TNE
V. Basis for Charging Certain Expenses and Premium Taxes to the Closed
Block After the Closed Block is Established
VI. Basis for Charging Federal Income and Additive State and Local Taxes to
the Closed Block After the Closed Block is Established
VII. Basis for Adjusting Closed Block Assets After the Closed Block is
Established.
- -------------------
(1) Capitalized terms not defined in this document have the meaning as defined
in the Plan of Reorganization.
Closed Block Memorandum Page 1 September 28, 1999
<PAGE> 404
I. BASIS FOR DETERMINING CLOSED BLOCK FUNDING AS OF DECEMBER 31, 1998
The calculation of Closed Block funding results in an amount of initial assets
that produces cash flows which, together with anticipated revenue from Closed
Block Business, is reasonably expected to be sufficient to support such business
including provisions for payment of death claims, surrender benefits, policy
loans, certain expenses and taxes, as well as to provide for continuation of
dividend scales payable in 1999, if the experience underlying such dividend
scales continues, and for appropriate adjustments in such scales if the
experience changes.
Models were developed to determine estimates of Closed Block liability
cash-flows for business in force. These models are used to generate premiums,
benefits, policy loan amounts, loan interest, fixed administrative expenses,
state and local premium taxes and dividends. "Benefits" include death claims,
surrender benefits and miscellaneous benefits, such as waived premiums. These
items are generated for each calendar year, with the first year commencing
January 1, 1999. Premiums are assumed to be received as due and payments reflect
the modal loadings, as appropriate. Disbursements are assumed to be paid or
applied (in the case of, for example, dividends used to purchase additions) when
due. Premiums due and unpaid on December 31, 1998 are assumed to be paid during
1999. Premiums paid in advance of their due date on or before December 31, 1998
are assumed to be paid from amounts held in the Closed Block as of December 31,
1998. Benefits incurred before, but not paid by, December 31, 1998 are assumed
to be paid from amounts held outside the Closed Block as of December 31, 1998.
Asset models were developed for assets allocated to the Closed Block. From these
models, investment cash flows are generated from maturities and prepayments of
debt obligations, as well as from investment income.
Insurance cash flows, equal to premiums plus policy loan interest less benefits,
certain expenses, taxes, and dividends, plus the investment cash flows are then
reinvested at an annual effective rate. The actual investments will be made in
accordance with Article VIII of the Plan of Reorganization.
Federal Income and Additive State and Local Taxes for each year were calculated
by applying a rate of 36.262% (35% for federal taxes and 1.262% for state and
local taxes) to taxable income which is derived from pre-tax statutory gains
adjusted for the following:
- Adding back the increase in statutory reserves and deducting
the increase in tax reserves.
- Capitalization and amortization of DAC tax on future premiums
received after December 31, 1998 and the net reinsurance cash
flows on certain reinsurance treaties, if material.
- Adding in the increase in dividend liability.
Closed Block Memorandum Page 2 September 28, 1999
<PAGE> 405
No provisions have been incorporated for the difference between statutory and
tax asset values because the actual difference is small.
These models were used iteratively to determine the expected assets and amounts
needed to support the Closed Block.
The total assets of the Closed Block as of December 31, 1998 are (amounts in
millions):
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
US US GRAND
TRADITIONAL INDUSTRIAL TNE TOTALS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash & Invested Assets $19,954.6 $2,075.6 $5,407.3 $27,437.5
- ------------------------------------------------------------------------------------------------------------------
Gross Premium Due & Unpaid (Net of $85.9 $0.0 $33.0 $118.9
Prem. Tax)
- ------------------------------------------------------------------------------------------------------------------
Policy Loans including accrued $2,512.8 $5.8 $1,299.6 $3,818.2
interest
- ------------------------------------------------------------------------------------------------------------------
Net Deferred Premiums $452.0 $0.0 $110.1 $562.1
- ------------------------------------------------------------------------------------------------------------------
Total $23,005.3 $2,081.4 $6,850.0 $31,936.7
- ------------------------------------------------------------------------------------------------------------------
Percent of Grand Total 72.0% 6.5% 21.5% 100.0%
- ------------------------------------------------------------------------------------------------------------------
Liabilities $27,395.3 $2,527.3 $7,807.1 $37,729.7
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
Closed Block Memorandum Page 3 September 28, 1999
<PAGE> 406
II. EXPERIENCE ASSUMPTIONS USED IN DETERMINING CLOSED BLOCK FUNDING - US
TRADITIONAL
The Traditional Ordinary business consists of participating permanent and term
policies issued from the early 1900's through the present with unit-based
guaranteed cash values set in accordance with the Standard Nonforfeiture Law.
Both single and multi-life policies are in the inforce population, and a variety
of endowments, death benefits and premium payment options have been offered over
time. Sex distinctions have been made since 1974, and premium discounts by size
band have been given since 1960. Guaranteed issue and simplified underwriting
policies have been available to Metromatic plans in the salary deduction market.
A small proportion of substandard risks has been insured, generally at higher
premium rates.
Premium levels have generally been fixed at issue for most permanent and term
plans, although adjustable premium term policies are also sold. Ancillary
benefits (e.g., disability waiver, accidental death) with small, fixed premiums
and minimal surrender values have also been available with most base life
insurance plans. Policyholders may elect to receive dividends in cash,
accumulate dividends at interest ("DWI") or apply them towards the purchase of
additional insurance. Term policies generally have a period of time to convert
to permanent coverage without providing evidence of insurability. Additional
guaranteed insurability rights have been granted to individuals covered under
group plans. Policies on nonforfeiture may be converted to dividend-paying
reduced paid-up insurance, guaranteed cost extended term insurance ("ETI") or
continue as premium paying business through automatic premium loans.
DWI, ETI and liabilities for additional mortality associated with policies which
were issued under group insurability rights (i.e., group conversions) were
excluded from the Closed Block Business. This applies for existing amounts, as
well as new elections.
The factors comprising the experience underlying the calculation of Closed Block
funding for US Traditional Life are as follows:
MORTALITY
In establishing dividend scales, MetLife's philosophy has generally been to
refund all favorable base policy mortality experience to the policyholder. Note,
however, that there are exceptions where, for some plans, the mortality rates
incorporated into the dividend scale have been more favorable to the
policyholder than experience would indicate. In addition, it should be noted
that in most cases dividend mortality rates are based on the standard mortality
class with preferred and substandard mortality differences addressed through
premium differences, not in the dividend scale. For new business issued since
1995, whole life dividends do vary by smoker class as well.
Closed Block Memorandum Page 4 September 28, 1999
<PAGE> 407
MetLife's 1998 mortality study covering experience from 1993 through 1997 was
considered in determining the 1999 dividend scale. The results show that over
the study period actual mortality was approximately 99.3% of expected, where
expected mortality rates are from MetLife developed mortality tables.
For Closed Block funding purposes, a mortality assumption of 100% of the MetLife
developed mortality tables was used. The same mortality rates are assumed to
apply to base policies as well as Additional Insurance ("AI", i.e., paid-up
additions) and any associated riders.
POLICY PERSISTENCY
The lapse assumptions used in the Closed Block funding are based on recent
MetLife lapse experience, generally covering experience in 1997. The lapse rates
used are summarized as follows:
- Traditional Premium Paying Permanent (excluding Last Survivor)
- Assumptions for premium-paying business were assumed to vary
by issue age and policy year. Rates vary from a high of 35%
for certain policies in their first year to a low of 2% for
certain long duration policies.
- Last Survivor - A lapse rate of 4.0% was applied at all ages
and durations.
- Traditional Paid-up Permanent - A lapse rate of 2.1% was
applied to all ages and durations. Note that Paid Up Additions
("PUA") Riders are assumed to be attached to a premium paying
base policy and lapse assumptions are consistent with those of
the base policy.
- Reduced Paid-Up - A lapse rate of 3.5 % was applied at all
ages and durations.
- ART Term Insurance - Assumptions for Annually Renewable Term
("ART") business were assumed to vary by issue age and policy
year. Rates vary from a high of 26% to a low of 8%. These
rates were also adjusted for term conversions as described
below.
- Decreasing Term Insurance - The lapse assumption was 6% for
all issue ages and durations. These rates were also adjusted
for term conversions as described below.
Closed Block Memorandum Page 5 September 28, 1999
<PAGE> 408
- Renewable and Convertible Term Insurance - Ultimate lapse
rates for all issue years and durations were assumed to be 5%,
except at the end of every fifth policy year. Since the plans
are modeled on a 5 year renewable and convertible basis, a 15%
lapse rate is assumed at the end of the 5th, 10th, etc. policy
year. These rates were also adjusted for term conversions as
described below.
Excess AI Lapse/Surrender Rates
In addition to the lapses/surrenders included in the above descriptions, excess
withdrawals on AI balances were assumed based on recent experience.
Term Conversions
A policyholder exercising a conversion option under a policy included in the
Closed Block will be issued a new policy, assumed to be outside of the Closed
Block, and the original term policy will terminate. Therefore, in addition to
the lapse assumptions described above, for term policies with conversion
privileges, assumed term conversion rates were added to account for policies
converting to permanent plans of insurance. Term conversions are treated as a
cash surrender in the funding and operation of the Closed Block.
The December 31, 1998 term conversion reserves held on account of additional
mortality expected from policies converted prior to January 1, 1999 and
converted to policies included in the Closed Block were modeled as a
miscellaneous liability as described below.
NONFORFEITURE UTILIZATION
Assumptions for nonforfeiture utilization for all Ordinary Life premium paying
permanent model plans are as follows:
<TABLE>
<S> <C>
Cash & ETI 96.8%
RPU 3.2%
</TABLE>
Since all future ETI elections for US Traditional Life were excluded from the
Closed Block, surrenders onto ETI are treated as a cash surrender and have been
included in the lapse assumptions described above. Surrender benefits for all
term plans were assumed to be paid in cash.
Section VII of this memorandum describes the treatment of reinstatements from
ETI.
Closed Block Memorandum Page 6 September 28, 1999
<PAGE> 409
POLICY LOAN UTILIZATION
Policy loan utilization rates were developed as of December 31, 1998 from
historical MetLife data. Loan balances were projected as a level percent of
total policy cash value including AI. Since dividend credited interest rates
vary by loan interest rate block, utilization percentages were calculated
separately by loan interest rate block. Variable loan rates charged were
projected at 6.90%, consistent with rates in effect on December 31, 1998.
DIVIDEND OPTION UTILIZATION
Dividend option utilization rates vary by product type and issue year and were
based on actual data as of December 31, 1998. With respect to the utilization
rates corresponding to the dividend option applied to DWI, it was assumed that
100% of these dividends were paid in cash.
It was assumed that 100% of dividends on paid up additions were applied as AI.
EXPENSES
Maintenance expenses of $40 per policy per year were assumed. In addition,
investment expenses were assumed at the annual rates that vary by asset type as
shown in the asset section below. The investment expense rates were applied to
the statutory book value (plus accrued income) of invested assets including
policy loans. No inflation factor has been assumed which would increase these
unit costs in future years. In calculating the funding for the Closed Block,
maintenance expenses were assumed to be paid throughout the year while
investment expenses were assumed to be paid at the end of each calendar year.
These assumptions are consistent with the way that the Closed Block will be
charged for these expenses as described in Section V.
The only other expenses considered in the model for the Closed Block are state
and local premium taxes (including other additive state and local taxes not
covered by the income tax assumption described in Section I) which are assumed
to equal 1.51% of gross premiums paid based on actual 1998 experience.
COMMISSIONS
Commissions will not be charged to the Closed Block and none have been assumed
in the funding calculations.
Closed Block Memorandum Page 7 September 28, 1999
<PAGE> 410
REINSURANCE CEDED
Only certain types of reinsurance are included in the Closed Block. Those
agreements where reinsurance was required in order to issue a policy were
reflected in the Closed Block. This includes excess risk reinsurance and
substandard shopping programs. For the US Traditional Life block, this
represents an extremely small portion of the direct business. The liability
associated with the ceded reinsurance has been treated as a non-modeled
liability as described below.
MISCELLANEOUS LIABILITIES
The vast majority of the Closed Block funding is calculated based on detailed
cell based models using the assumptions described above. Alternative methods of
funding were developed for other smaller Closed Block liabilities and are
summarized below.
Aggregate Simplified Models
Simplified single cell models were developed to calculate Closed Block funding
for Disability Waiver of Premium (DW), Accidental Death Benefit (ADB),
Guaranteed Insurability Rider (GIR), and Substandard Reserve. For each of these,
recent data was used to develop high level assumptions to estimate insurance
cash flows, including the runoff of existing reserve balances.
For GIR, since all new policies issued after the Plan Effective Date as a result
of an election of this option will be administered outside the Closed Block, the
only assumed cash flows from this rider in the Closed Block were the collection
of rider premiums and the payment of related taxes.
For substandard rated business, which is relatively small compared to the
preferred and standard underwriting classes of MetLife US Traditional life
business, the cell-based projections include substandard business as if it were
standard underwriting. To incorporate the additional premiums and death benefits
over standard business anticipated from the substandard inforce, an aggregate
single cell model was developed.
For each of these single cell models, decrements were applied based on the
aggregate run-off of the units from the base policy projection. Premium tax was
charged at the base ordinary rate of 1.51% and FIT was calculated based on the
assumption that tax reserves equal statutory reserves and a DAC tax
capitalization rate of 7.7%. Funding amounts were calculated using a discount
rate equal to the after tax investment earnings rates of the asset portfolio.
Closed Block Memorandum Page 8 September 28, 1999
<PAGE> 411
Liabilities Funded based on Modeled Funding Ratio
For some liabilities, funding is expected to be similar to that of the modeled
liabilities and is calculated by applying the modeled funding ratio to the
liability balance. Such liabilities include:
- Policies to be included in the Closed Block, but excluded from
the modeled inforce;
- Term conversion reserve; and
- Reinsurance ceded
Liabilities Funded at 100%
These liabilities include items where cash flow equal to the reserve balance is
anticipated to be paid in the near term. This would include:
- Advance Premium (reduced or netted with premium tax already
paid on these premiums)
- Dividends Due and Unpaid (net of FIT)
- The May dividend scale adjustment, which is applicable to
certain policies issued prior to 1960 where the 1999 dividend
scale did not take effect until May 1999 (net of FIT)
Liabilities Funded at 0%
Liabilities associated with cash flows that are assumed to be zero or are
already incorporated into the projections are funded at 0%. "Non-Modeled
Dividend Liability", which is an adjustment to the dividend liability for
persistency, is the only item in this category.
ASSETS
A Closed Block asset model was created for US Traditional Life. Bond and
mortgage assets were selected for the Closed Block from the US Traditional
operations line of business asset pool. Policy loan assets have been described
above.
Closed Block invested assets, excluding policy loans, consist of the following
categories:
1. Bonds (rated NAIC 3 or better)
a) Asset Backed Bonds
b) Government Zero Coupon Bonds
c) Government Non-Zero Coupon Bonds
d) Public Bonds
Closed Block Memorandum Page 9 September 28, 1999
<PAGE> 412
e) Private Bonds
f) Commercial Mortgage Backed Securities (CMBS)
g) Collateralized Mortgage Obligations (CMO)
h) Government National Mortgage Association
Pass-Throughs (GNMA)
i) Other Mortgage Backed Securities (MBS)
2. Mortgages
a) Commercial Mortgages
b) Agricultural Mortgages
All of the bond and mortgage asset categories above were modeled based on
seriatim data and the assumptions described below with the exception of the
following asset categories: CMBS, CMO, GNMA, MBS and Agricultural Mortgages.
Projected cash-flows, statutory income and statutory capital gains/losses for
these asset categories were developed from various investment managers'
projection systems and were incorporated directly into the modeling system.
Assumptions specific to each category follow.
Bonds
A. Default Shaves
<TABLE>
<CAPTION>
Rating Annual Default Shave
------ --------------------
<S> <C>
Government 0.00%
AAA 0.05%
AA 0.05%
A 0.10%
BBB 0.27%
BB 1.45%
B 3.75%
Other 8.00%
</TABLE>
Default shaves capture the expected value of foregone interest and
capital loss of bond defaults. Default shaves are deducted from
investment income and not reflected as capital losses.
The rating used (in order of preference) is Standard & Poor's,
Moody's, and then MetLife's. If there is not any rating information,
a rating of "A" is assumed.
GNMA are exempt from default shaves because of an explicit government
guarantee; MBS (FNMA & FHLMC) are exempt from default shaves because
of an implicit government guarantee. Similarly, the CMOs (either GNMA
or other
Closed Block Memorandum Page 10 September 28, 1999
<PAGE> 413
agencies) are exempt from default shaves because there are
no non-agency CMOs in the Closed Block.
B. Prepayments
None assumed (other than those which have been assumed in the
development of projected cash flows for CMOs and other mortgage
backed securities).
C. Calls
No calls are projected for callable bonds, and the overall book
yields and coupon rates have been reduced by 0.50% to reflect the
cost of the call option. The reduction in yields is reflected in the
asset models by increasing the investment expense rates for callable
bonds by 0.50%.
Callable bonds with "make whole" provisions were modeled as
non-callable without any reduction in yields.
Mortgages
A. Default Shaves (deducted from gross investment income)
<TABLE>
<S> <C>
Agricultural Mortgages 0.23%
Commercial Mortgages 0.60%
</TABLE>
B. Prepayments
1. The prepayment rate for commercial mortgages is zero.
2. The prepayment rate for agricultural mortgages is 10% per year
and was already incorporated into the cash-flows.
C. Rollovers / Maturities
Upon maturity of existing "bullet" mortgages, 100% are assumed to
mature and 0% are assumed to rollover or to be refinanced.
General Assumptions
A. Treasury Yield Curve - as of 12/31/98 was assumed in all projection
years (semi-annual bond equivalent yields):
Closed Block Memorandum Page 11 September 28, 1999
<PAGE> 414
<TABLE>
<S> <C>
Short-term 4.48%
1-Year 4.53%
5-Year 4.56%
10-Year 4.65%
30-Year 5.09%
</TABLE>
B. Investment Expense - Applied to the statutory book value of assets
according to the following table:
<TABLE>
<CAPTION>
Category Annual Expense Rate
- -------- -------------------
<S> <C>
US Domestic State & Local Gov't Bonds 0.13%
All other bonds 0.15%
Mortgages 0.35%
Policy Loans 0.40%
Reinvested Assets 0.25%
</TABLE>
These expense rates were assumed to be fixed for the duration of the
projections and correspond to the rates that will be charged to the Closed
Block as described in Section V. The expense rate assumption used for
reinvested assets is consistent with an average expense rate that would
apply using a reasonable mixture of future reinvested assets.
C. Gross Reinvestment Rate - Pre-1982 business - 8.20%
1982 & later business - 8.34%
D. Disinvestment - all assets were assumed to be illiquid. Accordingly, no
assets were assumed to be available for sale and to the extent assets
are needed to fund benefit and expense payments (negative cash-flows),
assets were assumed to be borrowed at the reinvestment rate.
Closed Block Memorandum Page 12 September 28, 1999
<PAGE> 415
III. EXPERIENCE ASSUMPTIONS USED IN DETERMINING CLOSED BLOCK FUNDING - US
INDUSTRIAL
Industrial business, which was issued between 1879 and 1964, was characterized
by small face amounts of insurance (generally under $1,000) with premiums
originally payable either weekly or monthly. With the exception of the
Nonforfeiture Extended Term block, Industrial is participating with dividends
applied to purchase Additional Insurance.
The products issued were generally limited payment life plans and endowment
plans with various benefit periods. Premiums have been waived since 1981, and
several guaranteed benefit liberalizations have taken place over the years.
Ancillary benefits such as disability waiver, accidental death and
dismemberment, and loss of eyesight or limb were available with most base life
insurance plans.
The factors comprising the experience underlying the calculation of Closed Block
funding for US Industrial Life are as follows:
MORTALITY
The 1998 mortality study was considered in determining the 1999 dividend scale.
This study was based on experience in 1997. It shows that over this period
actual mortality was approximately 68.2% of an expected mortality table
developed by MetLife. For Closed Block funding purposes, mortality of 68.2% of
these expected rates were assumed for Closed Block Funding. Mortality rates for
AI were assumed to be the same as those for the base plan.
POLICY PERSISTENCY
All future premiums on the US Industrial line of business have been waived.
Persistency has been based on recent experience for this block. For all policies
in this group, an annual lapse rate of 1.25% was assumed. Lapse rates for AI
were assumed to be the same as those for the base plan.
NONFORFEITURE UTILIZATION
No reduced paid up or extended term utilization was assumed for US Industrial
Life policies. All surrender benefits were assumed to be paid in cash.
Closed Block Memorandum Page 13 September 28, 1999
<PAGE> 416
POLICY LOAN UTILIZATION
Policy loan utilization rates were developed as of December 31, 1998 from actual
data. The rates were assumed to remain as a constant percentage of total policy
cash value over the projection period.
DIVIDEND OPTION UTILIZATION
All Industrial dividends are paid on January 1 of each calendar year and are
automatically used to purchase AI. As such, all dividends were assumed to
purchase AI in the calculation of Closed Block funding.
EXPENSES
Maintenance expenses of $10 per policy per year were assumed. In addition,
investment expenses were assumed at the annual rates that vary by asset type as
shown in the asset section below. The investment expense rates were applied to
the statutory book value (plus accrued income) of invested assets including
policy loans. No inflation factor has been assumed which would increase these
unit costs in future years. In calculating the funding for the Closed Block,
maintenance expenses were assumed to be paid throughout the year while
investment expenses were assumed to be paid at the end of each calendar year.
These assumptions are consistent with the way that the Closed Block will be
charged for these expenses as described in Section V.
Since all future premiums for the US Industrial block have been waived by
MetLife, no premium tax assumption is applicable.
COMMISSIONS
Commissions will not be charged to the Closed Block and none have been assumed
in the funding calculations.
REINSURANCE CEDED
There is no reinsurance on the US Industrial block of business.
Closed Block Memorandum Page 14 September 28, 1999
<PAGE> 417
MISCELLANEOUS LIABILITIES
The vast majority of the Closed Block funding is calculated based on detailed
cell based models using the assumptions described above. Alternative methods of
funding were developed for other smaller Closed Block liabilities and are
summarized below.
Liabilities Funded based on Modeled Funding Ratio
For some liabilities, funding is expected to be similar to that of the modeled
liabilities and is calculated by applying the modeled funding ratio to the
liability balance. Such liabilities include:
- ADB
- LEOL (loss of eye or limb)
- Extended Term Insurance
Liabilities Funded at 100%
There are no liabilities in this category for MetLife US Industrial.
ASSETS
A Closed Block asset model was created for US Industrial Life. Bond and mortgage
assets were selected for the Closed Block from the US Industrial operations line
of business asset pool. Policy loan assets have been described above.
Closed Block invested assets, excluding policy loans, consist of the following
categories:
1. Bonds (rated NAIC 3 or better)
a) Asset Backed Bonds
b) Government Non-Zero Coupon Bonds
c) Public Bonds
d) Private Bonds
e) Commercial Mortgage Backed Securities (CMBS)
f) Collateralized Mortgage Obligations (CMO)
g) Other Mortgage Backed Securities (MBS)
2. Mortgages
a) Commercial Mortgages
b) Agricultural Mortgages
Closed Block Memorandum Page 15 September 28, 1999
<PAGE> 418
All of the bond and mortgage asset categories above were modeled based on
seriatim data and the assumptions described below with the exception of the
following asset categories: CMBS, CMO, MBS and Agricultural Mortgages. Projected
cash-flows, statutory income and statutory capital gains/losses for these asset
categories were developed from various investment managers' projection systems
and were incorporated directly into the modeling system.
Assumptions specific to each category follow.
Bonds
A. Default Shaves
<TABLE>
<CAPTION>
Rating Annual Default Shave
------ --------------------
<S> <C>
Government 0.00%
AAA 0.05%
AA 0.05%
A 0.10%
BBB 0.27%
BB 1.45%
B 3.75%
Other 8.00%
</TABLE>
Default shaves capture the expected value of foregone interest and
capital loss of bond defaults. Default shaves are deducted from
investment income and not reflected as capital losses.
The rating used (in order of preference) is Standard & Poor's,
Moody's, and then MetLife's. If there is not any rating information,
a rating of "A" is assumed.
MBS (FNMA & FHLMC) are exempt from default shaves because of an
implicit government guarantee. Similarly, the CMOs are exempt from
default shaves because there are no non-agency CMOs in the Closed
Block.
B. Prepayments
None assumed (other than those which have been assumed in the
development of projected cash flows for CMOs and other mortgage
backed securities).
C. Calls
No calls are projected for callable bonds, and the overall book yields and
coupon rates have been reduced by 0.50% to reflect the cost of the call
option. The reduction in yields is reflected in the asset models by
increasing the investment expense rates for callable bonds by 0.50%.
Closed Block Memorandum Page 16 September 28, 1999
<PAGE> 419
Callable bonds with 'make whole' provisions were modeled as non-callable
without any reduction in yields.
Mortgages
A. Default Shaves (deducted from gross investment income)
<TABLE>
<S> <C>
Agricultural Mortgages 0.23%
Commercial Mortgages 0.60%
</TABLE>
B. Prepayments
1. The prepayment rate for commercial mortgages is zero.
2. The prepayment rate for agricultural mortgages is 10% per year
and was already incorporated into the cash-flows.
C. Rollovers / Maturities
Upon maturity of existing "bullet" mortgages, 100% are assumed to
mature and 0% are assumed to rollover or to be refinanced.
General Assumptions
A. Treasury Yield Curve - as of 12/31/98 was assumed in all projection
years (semi-annual bond equivalent yields):
<TABLE>
<S> <C>
Short-term 4.48%
1-Year 4.53%
5-Year 4.56%
10-Year 4.65%
30-Year 5.09%
</TABLE>
B. Investment Expense - Applied to the statutory book value of assets
according to the following table:
<TABLE>
<CAPTION>
Category Annual Expense Rate
- -------- -------------------
<S> <C>
US Domestic State & Local Gov't Bonds 0.13%
All other bonds 0.15%
Mortgages 0.35%
</TABLE>
Closed Block Memorandum Page 17 September 28, 1999
<PAGE> 420
<TABLE>
<S> <C>
Policy Loans 0.40%
Reinvested Assets 0.25%
</TABLE>
These expense rates were assumed to be fixed for the duration of the
projections and correspond to the rates that will be charged to the Closed
Block as described in Section V. The expense rate assumption used for
reinvested assets is consistent with an average expense rate that would
apply using a reasonable mixture of future reinvested assets.
B. Gross Reinvestment Rate - 8.20%
C. Disinvestment - all assets were assumed to be illiquid. Accordingly, no
assets were assumed to be available for sale and to the extent assets are
needed to fund benefit and expense payments (negative cash-flows), assets
were assumed to be borrowed at the reinvestment rate.
Closed Block Memorandum Page 18 September 28, 1999
<PAGE> 421
IV. EXPERIENCE ASSUMPTIONS USED IN DETERMINING CLOSED BLOCK FUNDING - TNE
The TNE Traditional Life line of business consists of individual traditional
participating life insurance contracts. These contracts were marketed and
distributed directly to individuals primarily through a career agency system.
They reflect a historical focus toward the upscale business and professional
market. The policies were sold for purposes such as "key person" insurance,
deferred compensation plans, corporate or partnership buy-out arrangements, and
to fund pension and profit-sharing plans that qualify for deductibility of
employer contributions under the Internal Revenue Code.
The most common product types are ordinary life, graded premium life, limited
pay life, and survivorship life. Ordinary life policies have level premiums
throughout the duration of the contract and death benefits payable on death.
Graded premium life policies are similar with the exception that premiums
increase annually in the initial years of the contract before becoming level.
Under limited pay policies, premiums are payable for a specified period or to a
specified age after which the policy stays inforce as a paid-up policy. Under
survivorship life policies, two lives are insured and the death benefit is paid
upon the second death.
Dividends left on deposit were excluded from the Closed Block Business. This
applies for existing amounts as well as new elections.
The factors comprising the experience underlying the calculation of Closed Block
funding for TNE Traditional Individual Life are as follows:
THE "ADDITIONAL ASSETS"
Effective with the merger, MetLife established (for the purpose of allocating
MetLife's divisible surplus among classes of MetLife policyholders after the
merger) a "TNE Policy Segment" within MetLife's general account. At the time of
the merger, the TNE Policy Segment consisted of the general account liabilities
associated with all TNE participating policies and contracts and an amount of
assets equal in value to the sum of: (1) the value of the TNE participating
liabilities, plus (2) $150 million (referred to as the "Additional Assets"). It
was contemplated that, over time, the dividends paid to historical TNE
policyholders would reflect not only the net income of the assets in the TNE
Policy Segment, but also an amount representing the value of the Additional
Assets. It was also contemplated that the TNE Policy Segment will be maintained
for at least ten years following the merger.
The Additional Assets at the time of the merger were allocated $130 million to
the TNE Traditional Life line of business and $20 million to other TNE lines of
business. The intended use of the $130 million was to enhance future dividends
(i.e., to pay future
Closed Block Memorandum Page 19 September 28, 1999
<PAGE> 422
dividends at a level that is greater than what would otherwise have been paid
based on actual experience). These enhancements were viewed as a temporary
"subsidy". Once the total Additional Assets were paid out to TNE policyholders,
it was contemplated that subsequent future dividends would be paid based on the
experience of the business without any further enhancement.
The TNE 1999 dividend scales include such an enhancement, with the increased
dividends (the amount not supported by current experience levels) to be funded
from the Additional Assets. Assuming that current experience continues and the
1999 dividend scales are maintained into the future, the ongoing dividend
enhancement would eventually reduce the Additional Asset fund to zero and
subsequent dividend scales would be reduced accordingly (i.e., the subsidy would
be removed from the dividends when the Additional Assets have been exhausted).
The TNE segment of the Closed Block, however, has actually been funded at a
level such that the current dividend scales (including the enhancement) can be
maintained into the future assuming current experience continues forever.
In order to properly reflect the above, the following funding methodology was
used for the TNE Closed Block segment:
1. The 1999 dividend scale was assumed in all future projection years.
2. Preliminary Closed Block required funding was first derived by reflecting:
a) Lapse/surrender rate assumptions which are based upon current
experience; and
b) The mortality assumption which underlies the 1999 dividend
scale; and
c) An interest/reinvestment rate (i.e., asset earned rate)
assumption which is more conservative (i.e., lower) than the
rate underlying the 1999 dividend scale.
3. The total required funding was then set equal to the funding derived above,
plus the balance as of December 31, 1998 of the Additional Assets allocated
to the Traditional Life line of business of the TNE Policy segment. The
Additional Assets balance as of December 31, 1998 attributable to the
Traditional Life line is $156.5 million.
The resultant total required funding is higher than would have been derived
using the following assumptions without the inclusion of the Additional Assets:
1. The 1999 dividend scale assumed in all future projection years; and
2. Mortality, interest/reinvestment rate (i.e., asset earned rate), and
lapse/surrender rate assumptions which are based upon current experience.
The Additional Assets for TNE will continue to be maintained as required by the
Merger Agreement and will be included in, and part of, the TNE segment of the
Closed Block.
Closed Block Memorandum Page 20 September 28, 1999
<PAGE> 423
It is important to note that this approach does not in any way guarantee that
future dividends will not change from the current 1999 scales. Future dividends
will change as the underlying experience changes from the current experience.
MORTALITY
We utilized mortality rate assumptions based on the actual mortality rates in
the 1999 dividend scales. These mortality rate assumptions are equal to 100% of
the TNE Mortality Tables.
POLICY PERSISTENCY
Base Lapse/Surrender Rates
The TNE Closed Block base lapse/surrender rate assumption is 100% of the TNE
Lapse Rate Tables. The TNE Lapse Rate Tables were developed from the experience
study that reflects experience of the 1996 and 1997 calendar years.
Excess PUA Withdrawal Rates
In addition to the lapses/surrenders included in the above descriptions, excess
withdrawals on PUA balances were assumed based on recent experience.
NONFORFEITURE UTILIZATION
Elections of Nonforfeiture Options were assumed as follows, based upon the 1997
and 1998 experience of TNE:
<TABLE>
<S> <C>
Cash - 98.75%
RPU - 1.25%
ETI - 0.00% *
</TABLE>
* Zero assumption utilized to decrease model run-time,
reflecting an insignificant impact on required funding.
POLICY LOAN UTILIZATION
Closed Block Memorandum Page 21 September 28, 1999
<PAGE> 424
Policy loan utilization rates were developed as of December 31, 1998 from actual
data. Rates were developed separately by major plan, including base plan and
paid up additions. Variable loan rates charged were projected at 6.78%.
DIVIDEND OPTION UTILIZATION
Assumptions for the utilization of Dividend Options are based on the combined
experience of 1997 and 1998 and are summarized as follows:
<TABLE>
<CAPTION>
Nonpension and Pension -
Pension - Nonpension - Non- Non-Integrated
Integrated Plans Integrated Plans Plans
---------------- ---------------- --------------
<S> <C> <C> <C>
Paid in Cash + -- 39.0% 77.0%
Purchase PUAs 100.0% 61.0% 23.0
Purchase OYT ++ -- -- --
Total 100.0% 100.0% 100.0%
</TABLE>
+ Includes dividends used to pay premiums, reduce loan balances
or left on deposit; 67% of dividends paid in cash are utilized
to pay premiums.
++ One Year Term ("OYT") is less than 4% historical utilization;
ignored in future years due to immaterial impact on funding.
EXPENSES
Maintenance expenses of $40 per policy per year were assumed. In addition,
investment expenses were assumed at the annual rates that vary by asset type as
shown in the asset section below. The investment expense rates were applied to
the statutory book value (plus accrued income) of invested assets including
policy loans. No inflation factor has been assumed which would increase these
unit costs in future years. In calculating the funding for the Closed Block,
maintenance expenses were assumed to be paid throughout the year while
investment expenses were assumed to be paid at the end of each calendar year.
These assumptions are consistent with the way that the Closed Block will be
charged for these expenses as described in Section V.
The only other expenses considered in the model for the Closed Block are state
and local premium taxes (including other additive state and local taxes not
covered by the income tax assumption described in Section I) which are assumed
to equal 1.60% of gross premiums paid based on actual 1998 experience.
Closed Block Memorandum Page 22 September 28, 1999
<PAGE> 425
COMMISSIONS
Commissions will not be charged to the Closed Block and none have been assumed
in the funding calculations.
REINSURANCE CEDED
There are five major types of reinsurance ceded by TNE:
1. Surplus relief
2. Agent-owned reinsurance
3. YRT reinsurance which has been ceded to take advantage of pricing
efficiencies in the reinsurance marketplace
4. Coinsurance agreement with an affiliated off-shore subsidiary
5. Other YRT reinsurance (to indemnify face amounts in excess of TNE's
retention limits; and substandard shopping programs)
The first four types of reinsurance agreements are being excluded from the
Closed Block operations and therefore have been excluded from the Closed Block
funding calculations.
Other YRT Reinsurance
The final TNE reinsurance segment is YRT reinsurance to cover face amounts in
excess of TNE's retention limit of $5 million, and substandard shopping
programs. Total YRT reinsurance premium paid in 1998 was $17.6 million ($14.5
million is traditional par); statutory reserves ceded for participating
Traditional Life business as of December 31, 1998 were $9.6 million; and the
total face amount ceded was $2.1 billion ($1.4 billion is traditional par) on
5,932 lives (4,602 are traditional par).
For the purpose of the TNE Closed Block funding, the following approach for
estimating the cost of reinsurance ceded has been developed from recent
experience:
1. Future ceded death benefits were set equal to 5.5% of projected direct
death benefits.
2. Future ceded gross premiums were set equal to 110% of projected ceded
death benefits.
3. Beginning of Year ceded statutory reserves were set equal to 76.1% of
projected ceded gross premiums.
4. Pre-tax reinsurance cost equal ceded premiums minus ceded death
benefits minus change in ceded reserves.
5. Federal Income Tax were set equal to 36.262% of pre-tax gain plus a
DAC-tax on net cash flow (i.e., ceded premiums less ceded benefits).
Closed Block Memorandum Page 23 September 28, 1999
<PAGE> 426
MISCELLANEOUS LIABILITIES
The vast majority of the Closed Block funding was calculated based on detailed
cell based models using the assumptions described above. Alternative methods of
funding were developed for other smaller Closed Block liabilities and are
summarized below.
Aggregate Simplified Models
Simplified single cell models were developed to calculate Closed Block funding
for Disability Waiver of Premium and Substandard Reserve. For Disability Waiver
of Premium, the same funding ratios used for US Traditional was applied to TNE
business. For substandard rated business, historical experience from 1994 to
1997 was used to develop assumptions for Closed Block funding.
Liabilities Funded based on Modeled Funding Ratio
For some liabilities, funding is expected to be similar to that of the modeled
liabilities and is calculated by applying the modeled funding ratio to the
liability balance. Such liabilities include:
- - Payor death benefit
- - Purchase option rider
- - Group conversion reserve
- - ADB
Liabilities Funded at 100%
These liabilities include items where cash flow equal to the reserve balance is
anticipated to be paid in the near term. This would include:
- - Advance Premium (reduced or netted with any premium tax already paid on
these premiums)
- - Dividends due & unpaid (net of FIT)
- - Premium Liability
- - Other Deposit Funds
Closed Block Memorandum Page 24 September 28, 1999
<PAGE> 427
Liabilities Funded at 0%
Liabilities associated with cash flows that are assumed to be zero or are
already incorporated into the projections are funded at 0%. This would include:
- - Premium refund/non-deduction
- - Deficiency reserves
- - Cash value in excess of statutory reserves
- - Immediate payment of claims
ASSETS
A Closed Block asset model was created for TNE Traditional Life. Bond and
mortgage assets were selected for the Closed Block from the TNE Traditional Life
operations line of business asset pool. Policy loan assets have been described
above.
Closed Block invested assets, excluding policy loans, consist of the following
categories:
1. Bonds (rated NAIC 3 or better)
a) Asset Backed Bonds
b) Government Zero Coupon Bonds
c) Government Non-Zero Coupon Bonds
d) Public Bonds
e) Private Bonds
f) Commercial Mortgage Backed Securities (CMBS)
g) Collateralized Mortgage Obligations (CMO)
h) Government National Mortgage Association Pass-Throughs (GNMA)
i) Other Mortgage Backed Securities (MBS)
2. Mortgages
a) Commercial Mortgages
All of the bond and mortgage asset categories above were modeled based on
seriatim data and the assumptions described below with the exception of the
following asset categories: CMBS, CMO, GNMA and MBS. Projected cash-flows,
statutory income and statutory capital gains/losses for these asset categories
were developed from various investment managers' projection systems and were
incorporated directly into the modeling system.
Assumptions specific to each category follow.
Closed Block Memorandum Page 25 September 28, 1999
<PAGE> 428
Bonds
A. Default Shaves
<TABLE>
<CAPTION>
Rating Annual Default Shave
------ --------------------
<S> <C>
Government 0.00%
AAA 0.05%
AA 0.05%
A 0.10%
BBB 0.27%
BB 1.45%
B 3.75%
Other 8.00%
</TABLE>
Default shaves capture the expected value of foregone interest and
capital loss of bond defaults. Default shaves are deducted from
investment income and not reflected as capital losses.
The rating used (in order of preference) is Standard & Poor's,
Moody's, and then MetLife's. If there is not any rating information,
a rating of "A" is assumed.
GNMA are exempt from default shaves because of an explicit government
guarantee; MBS (FNMA & FHLMC) are exempt from default shaves because
of an implicit government guarantee. Similarly, the CMOs (either GNMA
or other agencies) are exempt from default shaves because there are
no non-agency CMOs in the Closed Block.
B. Prepayments
None assumed (other than those which have been assumed in the
development of projected cash flows for CMOs and other mortgage
backed securities).
C. Calls
No calls are projected for callable bonds, and the overall book
yields and coupon rates have been reduced by 0.50% to reflect the
cost of the call option. The reduction in yields is reflected in the
asset models by increasing the investment expense rates for callable
bonds by 0.50%.
Callable bonds with 'make whole' provisions were modeled as
non-callable without any reduction in yields.
Closed Block Memorandum Page 26 September 28, 1999
<PAGE> 429
Mortgages
A. Default Shaves (deducted from gross investment income)
<TABLE>
<S> <C>
Commercial Mortgages 0.60%
</TABLE>
B. Prepayments
1. The prepayment rate for commercial mortgages is zero.
C. Rollovers / Maturities
Upon maturity of existing "bullet" mortgages, 100% are assumed to
mature and 0% are assumed to rollover or to be refinanced.
General Assumptions
A. Treasury Yield Curve - as of 12/31/98 was assumed in all projection
years (semi-annual bond equivalent yields):
<TABLE>
<S> <C>
Short-term 4.48%
1-Year 4.53%
5-Year 4.56%
10-Year 4.65%
30-Year 5.09%
</TABLE>
B. Investment Expense - Applied to the statutory book value of assets
according to the following table:
<TABLE>
<CAPTION>
Category Annual Expense Rate
- -------- -------------------
<S> <C>
US Domestic State & Local Gov't Bonds 0.13%
All other bonds 0.15%
Mortgages 0.35%
Policy Loans 0.40%
Reinvested Assets 0.25%
</TABLE>
These expense rates were assumed to be fixed for the duration of the
projections and correspond to the rates that will be charged to the Closed
Block as described in Section V. The expense rate assumption used for
reinvested assets is consistent with an average expense rate that would
apply using a reasonable mixture of future reinvested assets.
Closed Block Memorandum Page 27 September 28, 1999
<PAGE> 430
C. Gross Reinvestment Rate - 7.97%
D. Disinvestment - all assets were assumed to be illiquid. Accordingly, no
assets were assumed to be available for sale and to the extent assets are
needed to fund benefit and expense payments (negative cash-flows), assets
were assumed to be borrowed at the reinvestment rate.
Closed Block Memorandum Page 28 September 28, 1999
<PAGE> 431
V. BASIS FOR CHARGING CERTAIN EXPENSES AND PREMIUM TAXES TO THE CLOSED
BLOCK AFTER THE CLOSED BLOCK IS ESTABLISHED
Cash will be withdrawn from the Closed Block for expenses in accordance with the
following criteria:
1. Certain investment management expenses will be allocated to the Closed
Block at a fixed rate applied to the statutory book value of all invested
assets including policy loans and accrued investment income. This unit rate
is permanently fixed and will be computed quarterly and charged to the
Closed Block on an annual basis at the end of each and every calendar year
of the existence of the Closed Block regardless of actual expenses incurred
by MetLife. The rates are as follows:
<TABLE>
<CAPTION>
Category Annual Expense Rate
- -------- -------------------
<S> <C>
US Domestic State & Local Gov't Bonds 0.13%
All other bonds 0.15%
Mortgages (Commercial & Agricultural) 0.35%
Passively Managed Public Stock Equity 0.10%
Private Stock Equity 0.90%
Real Estate Equity 0.70%
Policy Loans 0.40%
Derivatives No Charge
Index Funds & Mutual Funds* 0.03%
</TABLE>
These expense rates are fixed for the duration of the Closed Block and can
only be changed with the approval of the Superintendent. For any new Closed
Block asset class not falling into the categories above, a suitable market
based investment expense rate will be fixed, subject to approval by the
Superintendent.
* This cost for index funds and mutual funds is not an investment fee
charged by the investment manager, but is instead the cost the Company
would incur in choosing and maintaining a relationship with the index fund
and mutual fund manager, including custodial fees.
2. Administrative expenses will be allocated to the Closed Block at $40 per
policy per year for US Traditional and TNE Traditional Individual Life, and
$10 per policy per year for US Industrial Life block. These unit rates are
permanently fixed and will be
Closed Block Memorandum Page 29 September 28, 1999
<PAGE> 432
charged to the Closed Block quarterly each and every year of the existence
of the Closed Block regardless of actual expenses incurred by MetLife.
3. Gross state and local premium taxes (before offsets and credits, including
premium tax credits from Guarantee Fund assessments) will be charged to the
Closed Block. The premium tax incurred in a given year will be allocated
between the Closed Block and the non-Closed Block consistent with the laws
of the various jurisdictions, which may consider dividends and collected
premiums, among other items.
4. Reinsurance - Only those agreements where reinsurance was required in order
to issue a policy will be reflected in the Closed Block. More specifically
and where material, only substandard shopping programs (where an insured is
given a better rate because of reinsurance) and excess risk coverage (for
policies with face amounts greater than MetLife's retention) will be
reflected in the Closed Block.
Other expenses will not be charged to the Closed Block, including:
a) Actual commissions paid with respect to Closed Block policies;
b) Guarantee Fund assessments (and any premium tax credits that
may result).
Closed Block Memorandum Page 30 September 28, 1999
<PAGE> 433
VI. BASIS FOR CHARGING FEDERAL INCOME AND ADDITIVE STATE AND LOCAL TAXES TO
THE CLOSED BLOCK AFTER THE CLOSED BLOCK IS ESTABLISHED
There is no intention that this Closed Block tax treatment will have any impact
on the overall tax liabilities of MetLife.
FEDERAL INCOME TAX
A. IN GENERAL
The Closed Block shall be charged (or credited) with its allocable share of the
federal income tax imposed on (or refunded to) MetLife in a fair and equitable
manner. For this purpose, the methodology shall be reflective of the tax laws
and Annual Statement accounting methods in effect for the relevant period. The
methodology for such tax allocation under current tax law and Annual Statement
accounting methods is set forth below. However, such methodology shall be
modified to be consistent with any future change in tax law or tax rate
structure that has a material impact on the taxes imposed on (or refunded to)
MetLife or change in Annual Statement accounting method that has a material
effect on either the allocation methodology set forth below or on the taxes
imposed on (or refunded to) MetLife.
B. METHODOLOGY UNDER CURRENT TAX LAW AND ANNUAL STATEMENT ACCOUNTING
A federal income tax liability (or benefit) will be determined for the Closed
Block business as if the Closed Block were a separate, but affiliated, life
insurance corporation (having only those items, and amounts, of income, gain,
loss and expense as are provided for in this Closed Block Memorandum) filing
separate federal tax returns for each taxable year after December 31, 1998. Such
federal income tax assumes that 100% of the business is U.S. business, and,
therefore, no charge is to be made for any foreign taxes associated with the
business. However, the Closed Block shall be charged for any foreign withholding
tax on investment income of the Closed Block and shall be credited with any
associated foreign tax credits allowed to MetLife against their U.S. federal
income tax. This Closed Block tax calculation will be based on the following:
The tax rate will be the applicable effective corporate income tax rate
for
Closed Block Memorandum Page 31 September 28, 1999
<PAGE> 434
MetLife at the time.
Ordinary taxable income (loss) for the Closed Block will be deemed to
be its statutory gain from operations after policyholder dividends but
before federal income tax, but excluding any effect of the Interest
Maintenance Reserve ("IMR") (including amortization), less (plus) the
increase (decrease) in gross due and deferred premiums, plus (less) the
increase (decrease) in loading and any nondeductible cost of collection
in excess of loading, plus (less) the increase (decrease) in statutory
reserves included in the statutory gain from operations, less (plus)
the increase (decrease) in tax reserves (net of reserves attributable
to due and deferred premiums, and including any adjustment required by
section 807(f) of the Internal Revenue Code for changes in basis
occurring after 1998), plus (less) the increase (decrease) in the
excess of statutory over tax claims liabilities, plus capitalized
policy acquisition expense arising under section 848 of the Internal
Revenue Code, less the amortization of such amounts, plus (less)
Investment Adjustments (as defined below), plus (less) the amount by
which statutory policyholder dividends exceed (or are less than) the
corresponding tax deductible policyholder dividends (determined without
regard to section 809 of the Internal Revenue Code). Except for items
discussed in the remainder of this Section B, no other adjustments will
be made.
Taxable realized capital gains (losses) for the Closed Block will be
deemed to be equal to statutory capital gains (losses), before any
adjustment due to the IMR, and excluding any nondeductible statutory
investment valuation (or similar) adjustments included in statutory
realized gains, and recorded after 1998, and the reversal thereof, plus
(less) the basis effect of Investment Adjustments.
Ordinary taxable income (loss) and taxable capital gains (losses) shall be
adjusted for items appropriately reclassified between the two categories.
Further, ordinary taxable income (loss) and taxable capital gains (losses) shall
also be adjusted, when appropriate, for items charged or credited directly to
surplus by MetLife in its Annual Statement.
Any "intercompany transactions and distributions" between the Closed Block and
the non-Closed Block segments of MetLife (or any affiliate of MetLife) will be
recognized in
Closed Block Memorandum Page 32 September 28, 1999
<PAGE> 435
determining the Closed Block separate return tax liability, without regard to
consolidated tax return principles and whether or not such transactions are
deferred or actually recognized for federal tax purposes.
Section 848 of the Internal Revenue Code (relating to the capitalization of
policy acquisition expense) will be taken into account by increasing the Closed
Block's taxable income by an amount equal to the "specified policy acquisition
expenses" under section 848(c)(1) (determined without regard to any limitation
based on the amount of the Closed Block's "general deductions", except to the
extent that MetLife's "specified policy acquisition expense" is limited by the
amount of its "general deductions") and allowing an amortization deduction in a
corresponding amount ratably over a 120-month period as provided in section
848(a). The Closed Block's hypothetical separate return tax calculation will
reflect any amortization relating to only those policy acquisition expenses
capitalized after December 31, 1998.
Investment Adjustments shall represent differences between statutory gain from
operations and taxable income related to the investments of the Closed Block,
including, but not limited to, discount and premium adjustments, the company's
share of the corporate dividends received deduction and tax-exempt interest
(based on MetLife's company's share) and depreciation.
In the event of a voluntary weakening of statutory reserves, which causes a
weakening of tax reserves, which, in turn, causes a material acceleration in the
payment of federal income taxes by the Closed Block pursuant to section 807(f)
of the Internal Revenue Code, as part of the overall submission for approval of
such voluntary weakening of statutory reserves, MetLife will provide the New
York State Insurance Department with a financial analysis which demonstrates
that the tax effects of the change (including actions, if any, taken by MetLife
to mitigate the tax effects) are fair and equitable to the policyholders of the
Closed Block.
ESTIMATED TAX PAYMENTS AND CHARGES TO CLOSED BLOCK FOR ITS POSITIVE SEPARATE
RETURN TAX LIABILITY
If payments of estimated federal income tax are at any time required to be made
to the Internal Revenue Service by MetLife, then the Closed Block will be
charged the estimated amount of its share of such payments (based on the
payments which would have been
Closed Block Memorandum Page 33 September 28, 1999
<PAGE> 436
required of the Closed Block on a separate return basis). The Closed Block will
be charged an amount equal to the Closed Block's positive separate return tax
liability, if any, less estimated tax payments paid by the Closed Block, not
later than 60 days after the filing of MetLife's federal income tax return, or
receive a refund by such date if the estimated tax payments made by the Closed
Block exceed the Closed Block's positive separate return tax liability.
CREDIT TO CLOSED BLOCK FOR LOSSES AND TAX CREDITS
The Closed Block will be credited an amount equal to the absolute value of the
Closed Block's negative separate return tax liability, if any, plus estimated
tax payments paid by the Closed Block. The credit for the Closed Block's
negative separate return liability will be made whether or not the loss or
credit actually reduces the current year tax liability of the affiliated group
of which MetLife is a member. Credits to the Closed Block will be made no later
than 60 days after the filing of the consolidated federal income tax return.
C. AUDIT ADJUSTMENTS
Adjustments to the MetLife consolidated federal income tax return as filed by
reason of an amended return, a claim for refund, or an audit by the Internal
Revenue Service where an amount of tax is paid or received will be reflected in
a recomputation of the Closed Block separate return tax liability, to the extent
that the adjustments affect the computations above. If appropriate, charges and
credits will be made to the Closed Block in a manner consistent with the above
principles. Such charges and credits will also reflect any statutory interest,
additions to tax, and penalties that relate to the Closed Block. In no event
will the Closed Block be responsible for, or receive a benefit from, any
adjustments to taxable periods prior to January 1, 1999.
ADDITIVE STATE TAXES
A. IN GENERAL
Some states or other governmental entities impose franchise, business or similar
taxes on insurance companies in addition to, or instead of, premium taxes (an
"Additional Tax" or
Closed Block Memorandum Page 34 September 28, 1999
<PAGE> 437
"Additional Taxes"). In many cases, the Additional Taxes can be used to offset
premium taxes that would otherwise be payable, or premium taxes can be used to
offset the Additional Taxes that would otherwise be payable. In those instances,
the combined premium tax plus Additional Tax for MetLife generally is the same
amount as the premium tax would be if there were no Additional Tax. However,
there are some instances where the Additional Tax generally causes MetLife to
pay more in taxes than it would pay under the premium tax, if any, alone. In
this case, the Additional Tax will be referred to as an Additive State Tax
whether imposed by a state, territory, the District of Columbia or a local
government.
The Closed Block shall be charged (or credited) with its allocable share of
Additive State Taxes imposed on (or refunded to) MetLife in a fair and equitable
manner. MetLife considers four jurisdictions to have an Additive State Tax under
current law. The methodology for charging Additive State Taxes to the Closed
Block for those jurisdictions under current law and Annual Statement accounting
methods is described below. However, the jurisdictions considered to have an
Additive State Tax chargeable to the Closed Block shall be adjusted in the
future to be consistent with changes in law and Annual Statement accounting
methods. Also, the method for charging or crediting Additive State Taxes to the
Closed Block shall be modified to be consistent with changes in law that have a
material effect on the Additive State Taxes imposed on MetLife or changes in
Annual Statement accounting methods that have a material effect on either the
allocation methodology set forth below or on Additive State Taxes imposed on (or
refunded to) MetLife.
B. METHODOLOGY UNDER CURRENT TAX LAW AND ANNUAL STATEMENT ACCOUNTING
MetLife considers that four jurisdictions have an Additive State Tax under
current laws: Illinois, Michigan, New York and Oregon.(2)
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(2) Arguably, Florida also has an Additive State Tax. However, because of
certain credits, MetLife generally does not pay an Additive State Tax in
Florida. Therefore, MetLife assumed no Additive State Tax in Florida for funding
the Closed Block and will not charge to the Closed Block a Florida Additive
State Tax unless there is a change in law that materially increases the Florida
Tax. Also, the New York Metropolitan Transit District imposes an Additive State
Tax but that tax was not used in the funding assumptions for the Closed Block
and will not be charged to the Closed Block unless there is a change in law that
materially increases such tax.
Closed Block Memorandum Page 35 September 28, 1999
<PAGE> 438
Michigan has a Single Business Tax applicable to life companies on certain
defined gross receipts at an effective rate of 1.2995%. The formula, under
current law, for charging the gross receipts tax to the Closed Block will be to
apply this rate to the Closed Block Michigan premiums where "premiums" are
defined in the same way as in the Michigan Single Business Tax.
Illinois and Oregon have Additive State Taxes which are income taxes. New York
has an Additive State Tax which is the largest of a tax based on income, or
other factors, but MetLife's tax is usually based on income. The taxable income
for each state is determined using an apportionment factor which depends in part
or entirely on a ratio of premiums from the state to total premiums.
The formula, under current law, for charging Additive State Taxes to the Closed
Block for any of these three states will, for a year, equal the product of (a)
times (b) times (c) where
(a) = the apportionment factor that the Closed Block would have under the
law of the state if it were a separate company and the apportionment
factor was based 100% on premiums and not on other factors such as
payroll, property, or real estate income.
(b) = The tax rate for the state (currently 7.3% for Illinois, 9% for New
York and 6.6% for Oregon).
(c) = The sum of Closed Block ordinary taxable income (loss) plus Closed
Block taxable realized capital gains (losses) as defined in the section
of the Closed Block Memorandum dealing with charges (credits) to the
Closed Block on account of federal income taxes.
If the Additive State Tax is negative, then the Closed Block will be credited
with the absolute value of such amount. When MetLife makes installment or
estimated payments of an Additive State Tax, the Closed Block will be charged
(or, if appropriate, credited) with its estimated share of such payment not more
than 60 days after such payment is made. Also, not later than 60 days after the
state tax return which includes an Additive State Tax is filed, the Closed Block
will be charged or credited, as appropriate, with the
Closed Block Memorandum Page 36 September 28, 1999
<PAGE> 439
difference between its formula charge for the year and the estimated payments
already made.
The current law allocation formulas set forth above contain a number of
simplifying assumptions which are consistent with the Closed Block funding
assumptions, reflect the current level of Additive State Taxes, and which will
be reasonably easy to administer. In the future, depending on circumstances such
as the level of Additive State Taxes, it might be appropriate to use more
precise formulas to reflect changes in law.
C. AUDIT ADJUSTMENTS
If there are adjustments to a state tax return as filed for reasons such as an
amended return, a claim for refund or an audit and such adjustments affect any
of the factors used in the formula for charging Additive State Taxes to the
Closed Block, then an appropriate charge (credit) will be made to the Closed
Block. Such charge or credit will include, where appropriate, the Closed Block's
allocable share of interest (at the State's statutory rates) and penalties.
Closed Block Memorandum Page 37 September 28, 1999
<PAGE> 440
VII. BASIS FOR ADJUSTING CLOSED BLOCK ASSETS AFTER THE CLOSED BLOCK IS
ESTABLISHED
For Closed Block Business issued after the Statement Date and prior to the Plan
Effective Date (but including certain policies applied for prior to the Plan
Effective Date but issued after the Plan Effective Date as described in the
Plan), assets will be withdrawn from the Closed Block so that the funding for
the new issues will be based on the funding for recently issued policies in the
Closed Block. The amount of assets to be withdrawn, as of each Policy's Issue
Date, will be an amount equal to the estimated present value of future premiums,
less the estimated present value of future guaranteed benefits, dividends,
allocated investment management and maintenance expenses, state and local
premium taxes, reinsurance expenses and provision for federal income and
additive state and local taxes.
New policies issued after the Plan Effective Date as a result of an exercise of
contract provisions, such as conversion privileges or guaranteed insurability
options, from policies included in the Closed Block will be issued outside the
Closed Block.
For death claims on Closed Block Business which were incurred prior to the
Statement Date but reported after the Statement Date, assets will be removed
from the Closed Block equal to the reserves on the affected policies as of the
Statement Date times the ratio of Closed Block assets to Closed Block
liabilities as of the Statement Date, adjusted for interest, net of taxes, at
the portfolio rate of the assets in the Closed Block. The death benefits for
these policies will be paid from assets not included in the Closed Block.
For Closed Block eligible policies that reinstate their coverage from the
extended term insurance non-forfeiture option under MetLife's usual
reinstatement guidelines, where the extended term insurance is not already
administered within the Closed Block, assets equal to the statutory reserve of
the reinstated policy will be added to the Closed Block. This procedure will be
followed for all reinstatements from ETI to plans administered in the Closed
Block, regardless as to whether the original surrender onto ETI occurred before
or after the Statement Date.
For Closed Block eligible policies that lapsed with no cash surrender value that
reinstate their coverage under MetLife's usual reinstatement guidelines, assets
equal to the
Closed Block Memorandum Page 38 September 28, 1999
<PAGE> 441
statutory reserve of the reinstated policy will be added to the Closed Block,
regardless as to whether the original surrender occurred before or after the
Statement Date.
An adjustment will be made periodically to the Closed Block for the mortality
experience from individual life policies included in the US Traditional segment
of the Closed Block that were issued as a result of a conversion from a MetLife
group policy. For these policies, the risk for mortality experience less
favorable than what is assumed in the dividend scales current at the time of the
adjustment is borne outside of the Closed Block. If mortality experience in a
given year for these policies is more favorable than that on which the dividend
scale is based, the financial impact of this favorable experience will be
retained by the Closed Block and considered in determining adjustments in
subsequent years. Conversely, if mortality experience is less favorable, the
Closed Block will be reimbursed for the financial effects of the less favorable
experience (with appropriate adjustments due to any amount retained by the
Closed Block due to more favorable experience in prior years, as described
above). Under no circumstances will this adjustment result in a transfer of
assets out of the Closed Block. A similar adjustment for the TNE segment is not
required since the TNE group conversion reserve liability is included in the
Closed Block as noted in Section IV.
Assets will be added to the Closed Block in connection with any enhancements to
policies included in the Closed Block made in accordance with any legal or other
settlement entered into after the Statement Date, subject to the prior approval
of the Superintendent when material. Cash or other Eligible Investments will be
added to the Closed Block in an amount equal to the statutory liabilities of the
Closed Block policies receiving enhancements calculated immediately after adding
the enhancements less the statutory liabilities for the same policies calculated
immediately prior to adding the enhancements. This adjustment will also be used
for any policy in the Closed Block that receives a Policy Credit in accordance
with Article VII of the Plan, where the Policy Credit increases the statutory
liability of the Closed Block.
CLOSED BLOCK TRUE-UP
On a date after the Adoption Date but before December 31, 1999, MetLife will
begin the actual operations of the Closed Block (the "Operations Date").
Effective as of the Operations Date, MetLife will perform a true-up as described
below.
Closed Block Memorandum Page 39 September 28, 1999
<PAGE> 442
MetLife has already tagged specific assets (the "Tagged Assets") and has tagged
all liabilities that will be included in the Closed Block for policies inforce
as of the Statement Date. MetLife will capture all asset and insurance cash
flows from the Statement Date to the Operations Date for all of these Tagged
Assets and the Closed Block liabilities.
On the Operations Date, the true-up will represent an adjustment to Tagged
Assets for the following cash flows:
- Asset cash flows from the Statement Date to the Operations
Date for all Tagged Assets, including Eligible Investments
acquired since the Statement Date in accordance with Section
8.2(b) of the Plan;
- Insurance cash flows, including any administrative expense
charges, from the Statement Date to the Operations Date for
the Closed Block liabilities inforce on the Statement Date
mentioned above;
- Cash flows from the Statement Date to the Operations Date for
any amounts payable to or payable from the Closed Block for
one of the reasons indicated above in this Section VII of the
Closed Block Memorandum; and
- A cash flow for each of the three initial segments of the
Closed Block, assumed to occur on December 31, 1998,
representing the difference between (a) the total assets
required for the Closed Block listed in Section I of this
Closed Block Memorandum and (b) amount of Tagged Assets
attributable to that segment.
On the Operations Date, MetLife will adjust the Tagged Assets for each segment
by an amount equal to the accumulated value of these cash flows, where the
accumulated value will be calculated using the pre-tax reinvestment rate (net of
investment management expenses) for that segment. For the purpose of this
calculation, the purchase price of Eligible Investments acquired between the
Statement Date and the Operations Date is treated as a negative cash flow. If
the accumulated value calculation is positive for a given segment, cash or other
Eligible Investments will be added to the Closed Block on the Operations Date.
If this amount is negative for a given segment, assets will be withdrawn from
the Closed Block on the Operations Date. After this true-up is made on the
Operations Date, the continued operation of the Closed Block will follow all of
the procedures set forth in this Section VII and the remainder of the Closed
Block Memorandum.
Closed Block Memorandum Page 40 September 28, 1999
<PAGE> 443
SCHEDULE 3 -- COMPENSATION PLANS
SCHEDULE 3(A) -- METLIFE, INC. 2000 STOCK INCENTIVE PLAN
METLIFE, INC.
2000 STOCK INCENTIVE PLAN
ARTICLE I.
PURPOSE
The purpose of the "METLIFE, INC. 2000 STOCK INCENTIVE PLAN" as it
may be amended from time to time (the "Plan") is to foster and promote the
long-term financial success of the Company and materially increase shareholder
value by (a) motivating superior performance by means of performance-related
incentives, (b) encouraging and providing for the acquisition of an ownership
interest in the Company by the Company's and its Subsidiaries' employees and
Agents, and (c) enabling the Company to attract and retain the services of an
outstanding management team upon whose judgment, interest, and special effort
the successful conduct of its operations is largely dependent.
ARTICLE II.
DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms shall
have the respective meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Agent" means an "insurance agent" as defined in Section 2101of
the New York Insurance Law.
(c) "Approved Retirement" means termination of a Participant's
employment (i) on or after the normal retirement date or (ii) with the
Committee's approval, on or after any early retirement date established
under any retirement plan maintained by the Company or a Subsidiary and
in which the Participant participates; provided that in each case, the
Committee may require, as a condition to a Participant's retirement being
an "Approved Retirement" for purpose of the Plan, that the Participant
enter into a general release of claims, non-solicitation and/or
non-competition agreement in form and substance satisfactory to the
Company.
<PAGE> 444
(d) "Board" means the Board of Directors of the Company.
(e) "Cause" means (i) the willful failure by the Participant to
perform substantially his duties as an Employee of the Company (other
than due to physical or mental illness) after reasonable notice to the
Participant of such failure, (ii) the Participant's engaging in serious
misconduct that is injurious to the Company or any Subsidiary in any way,
including, but not limited to, by way of damage to their respective
reputations or standings in their respective industries, (iii) the
Participant's having been convicted of, or having entered a plea of nolo
contendere to, a crime that constitutes a felony or (iv) the breach by
the Participant of any written covenant or agreement with the Company or
any Subsidiary not to disclose or misuse any information pertaining to,
or misuse any property of, the Company or any Subsidiary or not to
compete or interfere with the Company or any Subsidiary.
(f) "Change of Control" shall be deemed to have occurred if:
(i) any person (within the meaning of Section 3(a)(9) of the
Act), including any group (within the meaning of Rule 13d-5(b)
under the Act), but excluding the MetLife Policyholder Trust (and
any person(s) who would otherwise be described herein solely by
reason of having the power to control the voting of the shares held
by such Trust) and any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary thereof,
acquires "beneficial ownership" (within the meaning of Rule 13d-3
under the Act), directly or indirectly, of securities of the
Company representing 25% or more of the combined Voting Power (as
defined below) of the Company's securities; or
(ii) within any 24-month period, the persons who were
directors of the Company at the beginning of such period (the
"Incumbent Directors") shall cease to constitute at least a
majority of the Board or the board of directors of any successor to
the Company; provided, however, that any director elected to the
Board, or nominated for election, by a majority of the Incumbent
Directors then still in office shall be deemed to be an Incumbent
Director for purposes of this subclause (ii); or
(iii) upon the consummation of a merger, consolidation,
share exchange, division, sale or other disposition of all or
substantially all of the assets of the Company which has been
approved by the shareholders of the Company (a "Corporate
Event"), and immediately following the consummation of which the
stockholders of the Company immediately prior to such Corporate
Event do not hold, directly or indirectly, a majority of the
Voting Power of (x) in the case of a merger or consolidation,
the surviving or resulting corporation, (y) in
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<PAGE> 445
the case of a share exchange, the acquiring corporation or (z) in
the case of a division or a sale or other disposition of assets,
each surviving, resulting or acquiring corporation which,
immediately following the relevant Corporate Event, holds more than
25% of the consolidated assets of the Company immediately prior to
such Corporate Event; or
(iv) any other event occurs which the Board declares to be a
Change of Control.
Notwithstanding the foregoing, a Change of Control shall not be deemed to
have occurred merely as a result of (i) the conversion of the Company
from a mutual life insurance company to a stock company whose
shareholders are either (x) primarily persons who were policyholders of
the Company immediately prior to such transaction and/or a trust holding
the shares of the Company for the benefit of such policyholders or (y)
another corporation the shares of which are held primarily by the persons
and/or trust described in subclause (x); (ii) the Company becoming a
direct or indirect subsidiary of a mutual holding company whose members
are primarily persons who were policyholders of the Company immediately
prior to such transaction, (iii) an underwritten offering of the equity
securities of the Company (including, without limitation, any offering of
any class of convertible preferred securities) effected in connection
with the Demutualization or (iv) any other transaction that would
constitute an "Other Capital Raising Transaction" within the meaning of
the plan of reorganization adopted by Metropolitan Life Insurance Company
in connection with the Demutualization.
(g) "Change of Control Price" means the highest price per share of
Common Stock offered in conjunction with any transaction resulting in a
Change of Control (as determined in good faith by the Committee if any
part of the offered price is payable other than in cash) or, in the case
of a Change of Control occurring solely by reason of a change in the
composition of the Board, the highest Fair Market Value of the Common
Stock on any of the 30 trading days immediately preceding the date on
which a Change of Control occurs.
(h) "Code" means the Internal Revenue Code of 1986, as amended.
(i) "Committee" means the Compensation Committee of the Board or
such other committee of the Board as the Board shall designate from time
to time, which committee shall consist of two or more members, each of
whom shall be a "Non-Employee Director" within the meaning of Rule 16b-3
(or any successor rule thereto), as promulgated under the Act, and an
"outside director" within the meaning of section 162(m) of the Code and
the Treasury Regulations promulgated thereunder.
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<PAGE> 446
(j) "Common Stock" means the common stock of the Company, par value
$0.01 per share.
(k) "Company" means MetLife, Inc., a Delaware corporation, and any
successor thereto.
(l) "Demutualization" means the demutualization of Metropolitan
Life Insurance Company pursuant to a plan of reorganization approved by
the New York State Superintendent of Insurance under Section 7312 of the
New York Insurance Law.
(m) "Directors Plan" means the Company's 2000 Directors Stock Plan,
as the same may be amended from time to time.
(n) "Disability" has the meaning given in the Company's long-term
disability insurance policy or program as in effect from time to time.
(o) "Employee" means any officer or other employee of the Company,
Metropolitan Life Insurance Company or any Subsidiary (as determined by
the Committee in its sole discretion); provided, however, that with
respect to Incentive Stock Options, "Employee" means any person who is
considered an employee of the Company or any Subsidiary for purposes of
Treasury Regulation Section 1.421-7(h).
(p) "Fair Market Value" means, on any date, the closing prices of
the Common Stock as reported in the principal consolidated transaction
reporting system for the New York Stock Exchange (or on such other
recognized quotation system on which the trading prices of the Common
Stock are quoted at the relevant time) on such date. In the event that
there are no Common Stock transactions reported on such tape (or such
other system) on such date, Fair Market Value shall mean the closing
price on the immediately preceding date on which Common Stock
transactions were so reported.
(q) "Family Member" means, as to a Participant, any (i) child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law (including adoptive relationships), of
such Participant, (ii) trust for the exclusive benefit of such persons
and (iii) other entity owned solely by such persons.
(r) "Initial Public Offering" means the first day as of which sales
of Common Stock are made to the public pursuant to the first underwritten
public offering of the Common Stock.
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<PAGE> 447
(s) "Option" means the right to purchase Common Stock at a stated
price for a specified period of time. For purposes of the Plan, an Option
may be either (i) an "Incentive Stock Option" (ISO) within the meaning of
Section 422 of the Code or (ii) an option which is not an Incentive Stock
Option (a "Nonstatutory Stock Option" (NSO)).
(t) "Participant" means any Employee or Agent designated by the
Committee to participate in the Plan.
(u) "Subsidiary" means any corporation or partnership in which the
Company owns, directly or indirectly, 50% or more of the total combined
voting power of all classes of stock of such corporation or of the
capital interest or profits interest of such partnership.
2.2 Gender and Number. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.
ARTICLE III.
ELIGIBILITY AND PARTICIPATION
Participants in the Plan shall be those Employees or Agents
selected by the Committee to be granted Options pursuant to Article VI.
ARTICLE IV.
POWERS OF THE COMMITTEE
4.1 Power to Grant. The Committee shall determine the Participants
to whom Options shall be granted and the terms and conditions of any and all
such Options. The Committee may establish different terms and conditions for
different Participants and for the same Participant for each Option such
Participant may receive, whether or not granted at different times.
Notwithstanding any other contrary provision in the Plan, Options shall not be
granted prior to the first anniversary of the Initial Public Offering.
4.2 Certain Rules Relating to Grants.
(a) Maximum Individual Grants. During any consecutive five year
period, no individual Participant may be granted Options to acquire more
than 5% of the total shares available under the Plan.
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<PAGE> 448
(b) Cumulative Grant Limits. The maximum number of Options
(expressed as a percentage of the total number of shares available under
the Plan as set forth in Section 5.1) that may be awarded, on a
cumulative basis (but excluding any forfeited, canceled or expired
Options), shall be as follows:
prior to the second anniversary of the
Initial Public Offering 60%
prior to the third anniversary of the
Initial Public Offering 80%
prior to the fourth anniversary of the
Initial Public Offering 100%
(c) Repricing or Substitution of Options. The Committee shall not
have the right to reprice outstanding Options or to grant new Options
under the Plan in substitution for or upon the cancellation of Options
previously granted.
4.3 Administration.
(a) Rules, Interpretations and Determinations. The Plan shall be
administered by the Committee. The Committee shall have full authority to
interpret and administer the Plan, to establish, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions deemed necessary or
advisable to protect the interests of the Company, to construe the respective
option agreements and to make all other determinations it determines necessary
or advisable for the administration and interpretation of the Plan in order to
carry out its provisions and purposes. Determinations, interpretations, or other
actions made or taken by the Committee shall be final, binding, and conclusive
for all purposes and upon all persons.
(b) Agents and Expenses. The Committee may appoint agents (who may
be officers or employees of the Company) to assist in the administration of the
Plan and may grant authority to such persons to execute agreements or other
documents on its behalf. The Committee may employ such legal counsel,
consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion received from any such counsel or consultant
and any computation received from any such consultant or agent. All expenses
incurred in the administration of the Plan, including, without limitation, for
the engagement of any counsel, consultant or agent, shall be paid by the
Company.
4.4 Delegation of Authority. The Committee may delegate its duties,
powers and authorities under the Plan to the Company's Chief Executive Officer
with respect to
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<PAGE> 449
individuals who are below the position of Senior Vice President (or analogous
title), pursuant to such conditions or limitations as the Committee may
establish; provided that only the Committee or the Board may select, and grant
Options to, Participants who are subject to Section 16 of the Act.
Notwithstanding the foregoing, in no event shall the Chief Executive Officer
grant (i) Options which, in the aggregate, represent more than 1.5% of the total
number of shares authorized for issuance under the Plan or (ii) to any single
Participant in any twelve month period more than 5% of the total number of
shares that the Chief Executive Officer is authorized to grant. The Chief
Executive Officer shall report periodically to the Committee regarding the
nature and scope of the Options granted pursuant to the authority granted to him
under this Section 4.4.
ARTICLE V.
STOCK SUBJECT TO PLAN
5.1 Number. Subject to the provisions of Section 5.3, the number of
shares of Common Stock issuable under the Plan shall not exceed 5% of the total
number of shares of Common Stock outstanding immediately after the Initial
Public Offering; provided that the number of shares issuable under the Plan
shall be reduced by the number of shares issuable pursuant to any "Options"
granted pursuant to the Directors Plan (as such term is defined in the Directors
Plan). The shares to be delivered under the Plan may consist, in whole or in
part, of treasury Common Stock or authorized but unissued Common Stock, not
reserved for any other purpose.
5.2 Canceled, Terminated, or Forfeited Options. Any shares of
Common Stock subject to an Option which for any reason is canceled, terminated
or otherwise settled without the issuance of any Common Stock (including, but
not limited to, shares tendered to exercise outstanding Options or shares
tendered or withheld for taxes) shall again be available for Options under the
Plan.
5.3 Adjustment in Capitalization. In the event of any Common Stock
dividend or Common Stock split, recapitalization (including, but not limited, to
the payment of an extraordinary dividend), merger, consolidation, combination,
spin-off, distribution of assets to stockholders (other than ordinary cash
dividends), exchange of shares, or other similar corporate change, the aggregate
number of shares of Common Stock available for Options under Section 5.1 or
subject to outstanding Options and the respective exercise prices applicable to
outstanding Options shall be appropriately adjusted by the Committee and the
Committee's determination shall be conclusive; provided, however, that no
adjustment shall occur by reason of the issuance of Common Stock in accordance
with the Demutualization and that any fractional shares resulting from any such
adjustment shall be disregarded.
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<PAGE> 450
ARTICLE VI.
STOCK OPTIONS
6.1 Grant of Options. Subject to the provisions of Section 4.1,
Options may be granted to Participants at such time or times as shall be
determined by the Committee. Options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Nonstatutory Stock Options. Except as
otherwise provided herein, the Committee shall have complete discretion in
determining the number of Options, if any, to be granted to a Participant. Each
Option shall be evidenced by an Option agreement that shall specify the type of
Option granted, the exercise price, the duration of the Option, the number of
shares of Common Stock to which the Option pertains, and such other terms and
conditions as the Committee shall determine which are not inconsistent with the
provisions of the Plan. Notwithstanding the foregoing, any Options granted to a
Participant who is an Agent shall comply with the provisions of Section 4228 of
the New York Insurance Law and any regulations thereunder.
6.2 Option Price. Nonstatutory Stock Options and Incentive Stock
Options granted pursuant to the Plan shall have an exercise price no less than
the Fair Market Value of a share of Common Stock on the date the Option is
granted.
6.3 Exercise of Options. One-third of each Nonstatutory Stock
Option or Incentive Stock Option granted pursuant to the Plan shall become
exercisable on each of the first three anniversaries of the date such Option is
granted; provided that in no event shall any Option be or become exercisable
hereunder prior to the second anniversary of the Initial Public Offering and, if
and to the extent this proviso limits the exercisability of any Option, the
portion so limited shall become exercisable on such second anniversary;
provided, further, that the Committee may at the time of grant establish longer
periods of service for Options to become exercisable and may establish
performance-based criteria for exercisability. Subject to the provisions of
Article VII, once any portion of any Option has become exercisable it shall
remain exercisable for its full term. The Committee shall determine the term of
each Nonstatutory Stock Option or Incentive Stock Option granted, but in no
event shall any such Option be exercisable for more than 10 years after the date
on which it is granted.
6.4 Payment. The Committee shall establish procedures governing the
exercise of Options. No shares shall be delivered pursuant to any exercise of an
Option unless arrangements satisfactory to the Committee have been made to
assure full payment of the option price therefor. Without limiting the
generality of the foregoing, payment of the option price may be made (i) in cash
or its equivalent, (ii) by exchanging shares of Common Stock owned by the
optionee (which are not the subject of any pledge or other security interest),
(iii) through an arrangement with a broker approved by the Company whereby
payment of the exercise price is accomplished with the proceeds of the sale of
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<PAGE> 451
Common Stock or (iv) by any combination of the foregoing; provided that the
combined value of all cash and cash equivalents paid and the Fair Market Value
of any such Common Stock so tendered to the Company, valued as of the date of
such tender, is at least equal to such option price. The Company may not make a
loan to a Participant to facilitate such Participant's exercise of any of his or
her Options.
6.5 Incentive Stock Options. Notwithstanding anything in the Plan
to the contrary, no Option that is intended to be an Incentive Stock Option may
be granted after the tenth anniversary of the effective date of the Plan and no
term of this Plan relating to Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted under the Plan
be exercised, so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of any Participant affected thereby, to disqualify any
Incentive Stock Option under such Section 422.
ARTICLE VII.
TERMINATION OF EMPLOYMENT
7.1 Termination of Employment Due to Death. In the event a
Participant's employment terminates by reason of death, any Options granted to
such Participant shall become immediately exercisable in full and may be
exercised by the Participant's designated beneficiary, and if none is named, in
accordance with Section 10.2, at any time prior to the expiration of the term of
the Options or within three (3) years (or such shorter period as the Committee
shall determine at the time of grant) following the Participant's death,
whichever period is shorter.
7.2 Termination of Employment Due to Disability or Approved
Retirement. In the event a Participant's employment terminates by reason of
Disability or Approved Retirement, any Options granted to such Participant which
are then outstanding shall continue to become exercisable in accordance with
Section 6.3 notwithstanding such termination of employment and may be exercised
by the Participant or the Participant's designated beneficiary, and if none is
named, in accordance with Section 10.2, at any time prior to the expiration date
of the term of the Options or within three (3) years (or such shorter period as
the Committee shall determine at the time of grant) following the Participant's
termination of employment, whichever period is shorter.
7.3 Certain Divestitures, etc. In the event that a Participant's
employment is terminated in connection with a sale, divestiture, spin-off or
other similar transaction involving a Subsidiary, division or business segment
or unit, the Committee may provide at the time of grant or otherwise that all or
any portion of any Options granted to such Participant which are then
outstanding shall continue to become exercisable in
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accordance with Section 6.3 notwithstanding such termination of employment and
may be exercised by the Participant or the Participant's designated beneficiary,
and if none is named, in accordance with Section 10.2, at any time prior to the
expiration date of the term of the Options or within three (3) years (or such
shorter period as the Committee shall determine at or following the time of
grant) following the Participant's termination of employment, whichever period
is shorter.
7.4 Termination of Employment for Cause. In the event a
Participant's employment is terminated for Cause, any Options granted to such
Participant that are then not yet exercised shall be forfeited.
7.5 Termination of Employment for Any Other Reason. Unless
otherwise determined by the Committee at or following the time of grant, in the
event the employment of the Participant shall terminate for any reason other
than one described in Section 7.1, 7.2, 7.3 or 7.4, any Options granted to such
Participant which are exercisable at the date of the Participant's termination
of employment may be exercised at any time prior to the expiration of the term
of the Options or the thirtieth day following the Participant's termination of
employment, whichever period is shorter, and any Options that are not
exercisable at the time of termination of employment shall be forfeited.
ARTICLE VIII.
CHANGE OF CONTROL
8.1 Accelerated Vesting and Payment. Subject to the provisions of
Section 8.2, in the event of a Change of Control each Option shall be fully
exercisable regardless of the exercise schedule otherwise applicable to such
Option and, in connection with such a Change of Control, the Committee may, in
its discretion, provide that each Option shall, upon the occurrence of such
Change of Control, be canceled in exchange for a payment in an amount equal to
the excess, if any, of the Change of Control Price over the exercise price for
such Option.
8.2 Alternative Awards. Notwithstanding Section 8.1, no
cancellation, acceleration of exercisability, vesting, cash settlement or other
payment shall occur with respect to any Option if the Committee reasonably
determines in good faith prior to the occurrence of a Change of Control that
such Option shall be honored or assumed, or new rights substituted therefor
(such honored, assumed or substituted award hereinafter called an "Alternative
Award"), by a Participant's employer (or the parent or an affiliate of such
employer) immediately following the Change of Control; provided that any such
Alternative Award must:
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(i) be based on stock which is traded on an established securities
market, or that the Committee reasonably believes will be so traded
within 60 days after the Change of Control;
(ii) provide such Participant with rights and entitlements
substantially equivalent to or better than the rights, terms and
conditions applicable under such Option, including, but not limited to,
an identical or better exercise or vesting schedule and identical or
better timing and methods of payment;
(iii) have substantially equivalent economic value to such Option
(determined at the time of the Change of Control); and
(iv) have terms and conditions which provide that in the event that
the Participant's employment is involuntarily terminated or
constructively terminated, any conditions on a Participant's rights
under, or any restrictions on transfer or exercisability applicable to,
each such Alternative Award shall be waived or shall lapse, as the case
may be.
For this purpose, a constructive termination shall mean a termination of
employment by a Participant following a material reduction in the Participant's
base salary or a Participant's incentive compensation opportunity or a material
reduction in the Participant's responsibilities, in either case without the
Participant's written consent.
ARTICLE IX.
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
The Board at any time may terminate the Plan, and from time to time
may amend or modify the Plan; provided, however, that any amendment which would
(i) increase the number of shares available for issuance under the Plan, (ii)
lower the minimum exercise price at which an Option may be granted or (iii)
extend the maximum term for Options granted hereunder shall be subject to the
approval of the Company's shareholders and no amendment made prior to the fifth
anniversary of the Demutualization shall be or become effective without the
consent of the New York Superintendent of Insurance. No amendment, modification,
or termination of the Plan shall in any manner adversely affect any Option
theretofore granted under the Plan, without the consent of the Participant.
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SECTION X.
MISCELLANEOUS PROVISIONS
10.1 Transferability of Options. No Options granted under the Plan
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution;
provided that the Committee may, in the Option agreement or otherwise, permit
transfers of Nonstatutory Stock Options by gift or a domestic relations order to
Family Members.
10.2 Beneficiary Designation. Each Participant under the Plan may
from time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
or by whom any right under the Plan is to be exercised in case of his death.
Each designation will revoke all prior designations by the same Participant,
shall be in a form prescribed by the Committee, and will be effective only when
received by the Committee in writing during his lifetime. In the absence of any
such effective designation, benefits remaining unpaid at the Participant's death
shall be paid to or exercised by the Participant's surviving spouse, if any, or
otherwise to or by his estate.
10.3 Deferral of Payment. The Committee may, in the Option
agreement or otherwise, permit a Participant to elect, upon such terms and
conditions as the Committee may establish, to defer receipt of shares of Common
Stock that would otherwise be issued upon exercise of a Nonstatutory Stock
Option.
10.4 No Guarantee of Employment or Participation. Nothing in the
Plan shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant's employment or service at any time, nor
confer upon any Participant any right to continue in the employ of the Company
or any Subsidiary or any other affiliate of the Company. No Employee shall have
a right to be selected as a Participant, or, having been so selected, to receive
any future Options.
10.5 Tax Withholding. The Company shall have the power to withhold,
or require a Participant to remit to the Company, an amount sufficient to
satisfy Federal, state, and local withholding tax requirements on any Option
under the Plan, and the Company may defer issuance of Common Stock until such
requirements are satisfied. The Committee may, in its discretion, permit a
Participant to elect, subject to such conditions as the Committee shall impose,
(i) to have shares of Common Stock otherwise issuable under the Plan withheld by
the Company or (ii) to deliver to the Company previously acquired shares of
Common Stock having a Fair Market Value sufficient to satisfy such withholding
tax obligation associated with the transaction.
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10.6 Indemnification. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be made a party or
in which he may be involved by reason of any action taken or failure to act
under the Plan (in the absence of bad faith) and against and from any and all
amounts paid by him in settlement thereof, with the Company's approval, or paid
by him in satisfaction of any judgment in any such action, suit, or proceeding
against him; provided that he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive and shall be independent of any other rights of
indemnification to which such person may be entitled under the Company's
Certificate of Incorporation or By-Laws, by contract, as a matter of law, or
otherwise.
10.7 No Limitation on Compensation. Nothing in the Plan shall be
construed to limit the right of the Company to establish other plans, provided
that the Company shall not be permitted to establish any other stock option or
stock incentive plans prior to the fifth anniversary of the Initial Public
Offering without the advance approval of the New York Superintendent of
Insurance. Nothing in this Section 10.7 shall be construed to limit the ability
of the Company to use stock in connection with any compensation arrangement,
approved by the New York Superintendent of Insurance pursuant to Section 10.1
and Schedule 3(c) of the Plan of Reorganization.
10.8 Requirements of Law. The granting of Options and the issuance
of shares of Common Stock shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
10.9 Term of Plan. The Plan shall be effective upon its adoption by
the Board and approval by Metropolitan Life Insurance Company, the sole
shareholder of the Company and by the New York Superintendent of Insurance
pursuant to Section 7312(w) of the New York Insurance Law. The Plan shall
continue in effect, unless sooner terminated pursuant to Article IX, until no
more shares are available for issuance under the Plan.
10.10 Governing Law. The Plan, and all agreements hereunder, shall
be construed in accordance with and governed by the laws of the State of
Delaware, without regard to principles of conflict of laws.
10.11 No Impact on Benefits. Except as may otherwise be
specifically stated under any employee benefit plan, policy or program, Options
shall not be treated as
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compensation for purposes of calculating an Employee's right under any such
plan, policy or program.
10.12 No Constraint on Corporate Action. Nothing in this Plan shall
be construed (i) to limit, impair or otherwise affect the Company's right or
power to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure, or to merge or consolidate, or dissolve,
liquidate, sell, or transfer all or any part of its business or assets or (ii)
except as provided in Article IX, to limit the right or power of the Company or
any of its Subsidiaries to take any action which such entity deems to be
necessary or appropriate.
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SCHEDULE 3(B) -- METLIFE, INC. 2000 DIRECTORS STOCK PLAN
METLIFE, INC.
2000 DIRECTORS STOCK PLAN
ARTICLE I.
PURPOSE
The purpose of the "METLIFE, INC. 2000 DIRECTORS STOCK PLAN"
(the "Plan") is to enable the Company to attract, retain and motivate the best
qualified non-employee directors and to enhance a long-term mutuality of
interests between the non-employee directors and stockholders of the Company by
granting stock and stock options as provided herein.
ARTICLE II.
DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms
shall have the respective meanings set forth below:
(a) "Award" means any Option or Share Award.
(b) "Board" means the Board of Directors of the Company.
(c) "Cash Fees" means the amount of any fees that would,
absent an election to receive an Elective Share Award pursuant to the
terms of the Plan, be payable by the Company in cash to a Participant
for any services to be performed by the Participant.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Nominating and Corporate Governance
Committee of the Board or such other committee of the Board as the
Board shall designate from time to time, which committee shall consist
of at least two members, each of whom shall qualify as a Non-Employee
Director within the meaning of Rule 16b-3 (or any successor rule
thereto), as promulgated under the Securities Exchange Act of 1934, as
amended.
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(f) "Common Stock" means the common stock of the Company, par
value $0.01 per share.
(g) "Company" means MetLife, Inc., a Delaware corporation, and
any successor thereto.
(h) "Deferred Share" means a contractual right to receive one
Share on a deferred basis in accordance with the terms of the Plan.
(i) "Elective Share Award" means any award of Shares made by
reason of the election of a Participant to receive Shares in lieu of
Cash Fees; provided that in no event shall any Elective Share Awards be
issued prior to the second anniversary of the Initial Public Offering.
(j) "Fair Market Value" means, on any date, the closing price
of a Share as reported in the principal consolidated transaction
reporting system for the New York Stock Exchange (or on such other
recognized quotation system on which the trading prices of the Common
Stock are quoted at the relevant time on such date). In the event that
there are no Common Stock transactions reported on such tape (or other
system) on such date, Fair Market Value means the closing price on the
immediately preceding date on which Common Stock transactions were so
reported.
(k) "Family Member" means, as to a Participant, any (i) child,
stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law (including adoptive relationships), of
such Participant, (ii) trust for the exclusive benefit of such persons
and (iii) other entity owned solely by such persons.
(l) "Fee Share Award" means any award of Shares made at the
direction of the Committee in lieu of Cash Fees.
(m) "Initial Public Offering" means the first day as of which
sales of Common Stock are made to the public pursuant to the first
underwritten public offering of the Common Stock.
(n) "Option" means the right to purchase one Share at a stated
purchase price on the terms specified in Article V of the Plan. The
Options are nonstatutory stock options not intended to qualify under
Section 422 of the Code.
(o) "Participant" means a member of the Board who is not an
officer or employee of the Company or any entity controlling,
controlled by, or under
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common control with the Company, and is not the beneficial owner of a
controlling interest in the voting stock of the Company or of any
entity that holds a controlling interest in the Company's voting stock.
(p) "Plan" means the MetLife, Inc. 2000 Directors Stock Plan,
as set forth herein and as amended from time to time.
(q) "Share" means a share of Common Stock.
(r) "Share Award" means any Elective Share Award or Fee Share
Award.
(s) "Stock Account" means a memorandum account established to
record the deferral of certain compensation otherwise payable to a
Participant which shall be deemed invested in Deferred Shares.
(t) "Stock Incentive Plan" means the MetLife, Inc. 2000 Stock
Incentive Plan, as the same may be amended from time to time.
2.2 Gender and Number. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.
ARTICLE III.
ADMINISTRATION
3.1 Rules, Interpretation and Determinations. The Plan shall
be administered by the Committee. The Committee shall have full authority to
interpret and administer the Plan, to establish, amend and rescind rules for
carrying out the Plan, to construe the respective option agreements and to make
all other determinations and to take all other actions that it deems necessary
or advisable for administering the Plan. Each determination, interpretation or
other action made or taken by the Committee shall be final and binding for all
purposes and upon all persons.
3.2 Agents and Expenses. The Committee may appoint agents (who
may be officers or employees of the Company) to assist in the administration of
the Plan and may grant authority to such persons to execute agreements or other
documents on its behalf. The Committee may employ such legal counsel,
consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion received from any such counsel or consultant
and any computation received from any such consultant or agent. All expenses
incurred in the administration of the Plan, including,
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without limitation, for the engagement of any counsel, consultant or agent,
shall be paid by the Company.
ARTICLE IV.
SHARES; ADJUSTMENT UPON CERTAIN EVENTS
4.1 Source of Shares. Shares to be issued under the Plan may
consist, in whole or in part, of treasury shares or authorized but unissued
Shares not reserved for any other purpose.
4.2 Number of Share Awards. Subject to the provisions of
Section 4.5 hereof, the aggregate number of Shares that may be issued under the
Plan as Share Awards under Article VI shall not exceed 500,000 Shares.
4.3 Number of Options. Subject to the provisions of Section
4.5 hereof, the aggregate number of Shares issuable under the Plan pursuant to
Options shall not exceed 0.05% of the total number of Shares outstanding
immediately after the Initial Public Offering. In addition, Shares issuable
pursuant to Options granted under the Plan shall reduce the number of Shares
issuable under the Stock Incentive Plan.
4.4 Canceled, Terminated, or Forfeited Options. In the event
Options are for any reason canceled, terminated or otherwise settled without the
issuance of any Common Stock (including, but not limited to, shares tendered to
exercise outstanding Options or shares tendered or withheld for taxes), the
Shares subject to such Options shall again be available for the granting of
Options under the Plan and the Stock Incentive Plan.
4.5 Adjustment in Capitalization. In the event of any Share
dividend or Share split, recapitalization, merger, consolidation, combination,
spin-off, distribution of assets to stockholders (other than ordinary cash
dividends), exchange of shares, or other similar corporate change, the aggregate
number of Shares available for Awards pursuant to either Section 4.2 or Section
4.3, distributable in respect of Deferred Shares or subject to outstanding
Options, and the respective exercise prices applicable to outstanding Options
shall be appropriately adjusted by the Committee and the Committee's
determination shall be conclusive; provided that any fractional shares resulting
from any such adjustment shall be disregarded.
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ARTICLE V.
AWARDS AND TERMS OF OPTIONS
5.1 Grant. The Committee shall, subject to the approval of the
Board, determine the Participants to whom Options shall be granted and, subject
to Section 5.2, the terms and conditions of any and all Options granted to
Participants. In making such determination, the Committee shall give due
consideration to such factors as it deems appropriate, including, but not
limited to, the performance of the Company. Any Options granted hereunder prior
to the fifth anniversary of the Initial Public Offering shall be granted in
substitution for a portion of the fees that would otherwise have been payable in
cash to the Participant for services as a director and not subject to a Share
Award, in such manner and on such basis as the Committee shall reasonably
determine (including, without limitation, by application of the Black-Scholes
option valuation methodology). Notwithstanding any other contrary provision in
the Plan, no Options shall be granted prior to the first anniversary of the
Initial Public Offering.
5.2 Option Agreement. Options shall be evidenced by a written
option agreement embodying the following terms:
(a) Exercise Price. The exercise price per Share of an Option
shall be not less than the Fair Market Value on the date such Option is
granted.
(b) Period of Exercisability. Each Option granted hereunder
shall be immediately exercisable; provided that, in no event shall any
Option be or become exercisable hereunder prior to the second
anniversary of the Initial Public Offering and, if and to the extent
this proviso limits the exercisability of any Option, the portion so
limited shall become exercisable on such second anniversary. Each
Option shall, if not previously exercised in accordance with the terms
of the Plan, in all events expire upon the tenth (10th) anniversary of
the date of the grant thereof. If a Participant shall cease to provide
services to the Company, such Participant or, in the case of death, the
Participant's estate or beneficiary, may exercise any Option held by
the Participant at the date his or her service terminates until the
earlier of (A) three (3) years from the date the Participant ceased to
provide services to the Company and (B) the tenth (10th) anniversary of
the date the Option was granted; provided, however, that if the
Participant's service as a member of the Board terminates prior to the
second anniversary of the Initial Public Offering, the Option may not
be exercised prior to such second anniversary.
(c) Procedure for Exercise. A Participant electing to exercise
one or more Options shall give written notice to the Secretary of the
Company of such election and of the number of Shares he has elected to
purchase. No shares shall be
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<PAGE> 462
delivered pursuant to any exercise of an Option unless arrangements
satisfactory to the Committee have been made to assure full payment of
the option price therefor. Without limiting the generality of the
foregoing, payment of the option price may be made (i) in cash or its
equivalent, (ii) by exchanging shares of Common Stock owned by the
optionee (which are not the subject of any pledge or other security
interest), (iii) through an arrangement with a broker approved by the
Company whereby payment of the exercise price is accomplished with the
proceeds of the sale of Common Stock or (iv) by any combination of the
foregoing; provided that the combined value of all cash and cash
equivalents paid and the Fair Market Value of any such Common Stock so
tendered to the Company, valued as of the date of such tender, is at
least equal to such option price. The Company may not make a loan to a
Participant to facilitate such Participant's exercise of any of his or
her Options.
ARTICLE VI.
SHARE AWARDS
6.1 Fee Share Awards. Commencing with respect to fees payable
for services rendered after the first anniversary of the Initial Public
Offering, the Committee may require that up to one-half of the Cash Fees
otherwise payable to a Participant be payable in Shares, issuable as of the
first day of the calendar quarter (or, with respect to the first Fee Share
Award, the first day of the first calendar month after the twelve month
anniversary of the Initial Public Offering) with respect to which the Cash Fees
would otherwise have been payable to the Participant in cash (the "Date of
Issuance"). Not withstanding the foregoing, if the Date of Issuance determined
in the preceding sentence is not a business day, the grant of Shares shall be
made on the next following business day. The number of Shares to be issued as a
Fee Share Award as of each Date of Issuance shall equal the greatest number of
whole Shares derived from the quotient of (i) the dollar amount of the Cash Fees
the Committee has determined to pay in Shares and (ii) the Fair Market Value on
the Date of Issuance. If, after the application of the preceding formula as of
any Date of Issuance, there is a cash remainder, the Company shall pay the
Participant the amount of such cash remainder as soon as practicable following
such Date of Issuance. In no event shall any Shares acquired pursuant to any Fee
Share Award be sold by a Participant prior to the second anniversary of the
Initial Public Offering.
6.2 Elective Share Awards. Commencing with respect to Cash
Fees payable for services rendered after the second anniversary of the Initial
Public Offering, a Participant may elect to have any portion of the fees that
would otherwise have been payable to the Participant in cash for services as a
director (less any amounts paid as Fee Share Awards or, until the fifth
anniversary of the Initial Public Offering, granted as Options) paid in Shares.
The Date of Issuance in respect of any Cash Fees which are part
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of the Participant's annual retainer fees shall be the first day of the calendar
quarter with respect to which the related Cash Fees would otherwise have been
payable to the Participant, and in respect of any other Cash Fees, as of the
first day of the calendar quarter following the quarter with respect to which
such Cash Fees would otherwise have been payable to the Participant.
Notwithstanding the foregoing, if the Date of Issuance determined in the
preceding sentence is not a business day, the grant of Shares shall be made on
the next following business day. The number of Shares to be issued as an
Elective Share Award as of each Date of Issuance shall equal the greatest number
of whole Shares derived from the quotient of (i) the dollar amount of the Cash
Fees elected to be paid in Shares at such Date of Issuance in accordance with
the second preceding sentence and (ii) the Fair Market Value on the Date of
Issuance. If, after the application of the preceding formula as of any Date of
Issuance, there is a cash remainder, the Company shall pay the Participant the
amount of such cash remainder as soon as practicable following such Date of
Issuance.
ARTICLE VII.
RECEIPT OF SHARE AWARDS
7.1 Election. A Participant may elect to defer receipt of all
or any part of the Shares issuable to the Participant in respect of any Share
Award. Any such election shall be made (i) as to which the Date of Issuance is
in the same calendar year in which the Plan becomes effective, within thirty
days of the date this Plan is adopted and (ii) with respect to any other Fee
Share Award or Elective Share Award, by December 31 of the calendar year prior
to the year in which the Date of Issuance would otherwise occur. Notwithstanding
the immediately preceding sentence, any person who becomes a Participant after
the adoption of the Plan may elect, not later than the end of the calendar month
in which the Participant becomes a member of the Board, to defer delivery of all
or any part of the Shares deliverable in respect of any Share Award to be made
following such election.
7.2 Form and Duration of Election. An election to defer
receipt shall be made by written notice filed with the Secretary of the Company.
Such election shall continue in effect (including with respect to Share Awards
for subsequent calendar years) unless and until the Participant revokes or
modifies such election by written notice filed with the Secretary of the
Company. Any such revocation or modification of a deferral election shall become
effective as of the end of the calendar year in which such notice is given and
only with respect to Share Awards to be made in subsequent calendar years.
Amounts credited to the Participant's Stock Account prior to the effective date
of any such revocation or modification of a deferral election shall not be
affected by such revocation or modification and shall be distributed only in
accordance with the otherwise applicable terms of the Plan. A Participant who
has revoked an election to participate in
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the Plan may file a new election to defer Share Awards with respect to Shares to
be granted in the calendar year following the year in which such election is
filed.
7.3 Stock Account. Any Share Award as to which a Participant
has elected to defer delivery of the Shares shall be credited to the
Participant's Stock Account and shall be deemed to be invested in a number of
Deferred Shares equal to the number of Shares that would otherwise have been
delivered to the Participant. Whenever a dividend other than a dividend payable
in the form of Shares is declared with respect to the Shares, the number of
Deferred Shares in the Participant's Stock Account shall be increased by the
number of Deferred Shares determined by dividing (i) the product of (A) the
number of Deferred Shares in the Participant's Stock Account on the related
dividend record date and (B) the amount of any cash dividend declared by the
Company on a Share (or, in the case of any dividend distributable in property
other than Shares, the per share value of such dividend, as determined by the
Company for purposes of income tax reporting) by (ii) the Fair Market Value on
the related dividend payment date. In the case of any dividend declared on
Shares which is payable in Shares, the Participant's Stock Account shall be
increased by the number of Deferred Shares equal to the product of (i) the
number of Deferred Shares credited to the Participant's Stock Account on the
related dividend record date and (ii) the number of Shares (including any
fraction thereof) distributable as a dividend on a Share. In the event of any
change in the number or kind of outstanding Shares by reason of any
recapitalization, reorganization, merger, consolidation, stock split or any
similar change affecting the Shares, other than a stock dividend as provided
above, the Committee shall make an appropriate adjustment in the number of
Deferred Shares credited to the Participant's Stock Account.
7.4 Distribution from Accounts Upon Termination of Service as
a Director. All distributions from the Participant's Stock Account shall be made
in Shares. At the time a Participant makes a deferral election pursuant to
Section 7.1, the Participant shall also file with the Secretary of the Company a
written election with respect to whether such distribution (i) shall commence
immediately following the date the Participant ceases to be a Participant or on
the first business day of any calendar year following the calendar year in which
the Participant ceases to be a Participant and (ii) shall be in one lump-sum or
in such number of annual installments (not to exceed ten) as the Participant may
designate. If installments are elected, the number of Shares distributable with
respect to each installment shall be equal to the number of Deferred Shares then
credited to the Stock Account times a fraction, the numerator of which is one
(1) and the denominator of which is the number of installments (including the
current installment) remaining to be paid. A Participant may at any time, and
from time to time, change any distribution election applicable to the
Participant's Stock Account; provided that no election to change the timing of
any such distribution shall be effective unless it is made in writing and
received by the Secretary of the Company at least one full calendar year prior
to the time at which the Participant ceases to provide services to the Company.
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If a Participant fails to specify a commencement date for a distribution in
accordance with this Section 7.4, such distribution shall commence on the first
business day of the calendar year immediately following the year in which the
Participant ceases to be a Participant. If a Participant fails to specify
whether distribution shall be made in a lump-sum or in a number of installments,
such distribution shall be made in a lump-sum. In the case of any distribution
being made in annual installments, each installment after the first installment
shall be paid on the first business day of each subsequent calendar year until
the entire amount subject to such installments shall have been paid.
ARTICLE VIII.
TRANSFERABILITY OF AWARDS
No Award shall be transferable by the Participant otherwise than by
will or under the applicable laws of descent and distribution; provided that the
Committee may, in the Option agreement or otherwise, permit transfers of Options
by gift or a domestic relations order to Family Members. In addition, no Award
shall be assigned, negotiated, pledged or hypothecated in any way (whether by
operation of law or otherwise), and no Award shall be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, negotiate,
pledge or hypothecate any Award, or in the event of any levy upon any Award by
reason of any attachment or similar process contrary to the provisions hereof,
such Award shall immediately become null and void.
ARTICLE IX.
TERMINATION, MODIFICATION AND AMENDMENT
The Board at any time may terminate the Plan, and from time to time may
amend or modify the Plan; provided, however, that any amendment which would (i)
increase the number of shares available for issuance under the Plan, (ii) lower
the minimum exercise price at which an Option may be granted or (iii) extend the
maximum term for Options granted hereunder shall be subject to the approval of
the Company's shareholders and no amendment made prior to the fifth anniversary
of the Initial Public Offering shall be or become effective without the consent
of the New York Superintendent of Insurance. No amendment, modification, or
termination of the Plan shall in any manner adversely affect any Option
theretofore granted under the Plan, without the consent of the Participant.
9
<PAGE> 466
ARTICLE X.
GENERAL PROVISIONS
10.1 No Right to Remain as a Director. The Plan shall not
impose any obligations on the Company to retain any Participant as a director
nor shall it impose any obligation on the part of any Participant to remain in
service to the Company.
10.2 Investment Representation; Registration. If the Committee
determines that the law so requires, the holder of an Option granted hereunder
or the recipient of Shares in respect of any Share Award shall execute and
deliver to the Company a written statement, in form satisfactory to the Company,
representing and warranting that he is purchasing or accepting the Shares then
acquired for his own account and not with a view to the resale or distribution
thereof, that any subsequent offer for sale or sale of any such Shares shall be
made either pursuant to (i) a registration statement on an appropriate form
under the Securities Act of 1933, as amended, which Registration Statement shall
have become effective and shall be current with respect to the Shares being
offered and sold, or (ii) a specific exemption from the registration
requirements of the Securities Act, and that in claiming such exemption the
holder will, prior to any offer for sale or sale of such Shares, obtain a
favorable written opinion from counsel approved by the Company as to the
availability of such exemption. If at any time the Board shall determine in its
discretion that the listing, registration or qualification of the Shares covered
by the Plan upon any national securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the sale of
Shares under the Plan, no Shares will be delivered unless and until such
listing, registration, qualification, consent or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Company.
10.3 No Right to Specific Assets. Nothing contained in the
Plan and no action taken pursuant to the Plan (including, without limitation,
the grant of any Award hereunder) shall create or be construed to create a trust
of any kind or any fiduciary relationship between the Company and any
Participant, the executor, administrator or other personal representative or
designated beneficiary of such Participant, or any other persons. To the extent
that any Participant or his executor, administrator, or other personal
representative, as the case may be, acquires a right to receive any payment from
the Company pursuant to the Plan, such right shall be no greater than the right
of an unsecured general creditor of the Company.
10
<PAGE> 467
10.4 Rights as a Stockholder. A Participant shall have no
rights as a stockholder with respect to any Shares covered by his Option or
related to Deferred Shares until he shall have become the holder of record of
such Shares.
10.5 Headings and Captions. The headings and captions herein
are provided for reference and convenience only, shall not be considered part of
the Plan, and shall not be employed in the construction of the Plan.
10.6 Controlling Law. The Plan shall be construed and enforced
according to the laws of the State of Delaware without regard to conflict of
laws.
10.7 Indemnification. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be made a party or
in which he may be involved by reason of any action taken or failure to act
under the Plan (in the absence of bad faith) and against and from any and all
amounts paid by him in settlement thereof, with the Company's approval, or paid
by him in satisfaction of any judgment in any such action, suit, or proceeding
against him; provided that he shall give the Company an opportunity, at its own
expense, to handle and defend the same before he undertakes to handle and defend
it on his own behalf. The foregoing right of indemnification shall not be
exclusive and shall be independent of any other rights of indemnification to
which such person may be entitled under the Company's Certificate of
Incorporation or By-Laws, by contract, as a matter of law, or otherwise.
10.8 Term of Plan. The Plan shall be effective upon its
adoption by the Board and approval by Metropolitan Life Insurance Company, the
sole shareholder of the Company and by the New York Superintendent of Insurance.
The Plan shall continue in effect, unless sooner terminated pursuant to Article
IX, until no more shares are available for issuance under the Plan.
11
<PAGE> 468
SCHEDULE 3(C) -- OTHER STOCK-BASED COMPENSATION
Prior to the fifth anniversary of the Plan Effective Date, except as
permitted by Section 10.1 of the Plan: (a) officers of the Holding Company, the
Company, and Company Affiliates (collectively, "Officers") and other employees
of the Holding Company, the Company, and Company Affiliates (collectively with
the Officers, "Employees") may acquire beneficial ownership of Common Stock only
under the MetLife, Inc. 2000 Stock Incentive Plan and the plans listed in this
Schedule 3(c); (b) non-Officer directors of the Holding Company may acquire
beneficial ownership of Common Stock only under the MetLife, Inc. 2000 Directors
Stock Plan; and (c) non-Officer directors of the Holding Company, the Company,
and Company Affiliates will not be eligible to acquire beneficial ownership of
Common Stock under any of the plans listed in this Schedule 3(c) ("Covered
Plans"). The Covered Plans are:
1. Savings and Investment Plan for Employees of Metropolitan Life and
Participating Affiliates;
2. Metropolitan Life Auxiliary Savings and Investment Plan;
3. Auxiliary Savings and Investment Plan of Participating Metropolitan
Affiliates;
4. Supplemental Auxiliary Savings and Investment Plan of Participating
Metropolitan Affiliates;
5. Annual Variable Incentive Plan (currently sponsored by the Company);
6. Annual Variable Incentive Plan (currently sponsored by Metropolitan Property
and Casualty Insurance Company);
7. Long Term Performance Compensation Plan (currently sponsored by the
Company);
8. MetLife Deferred Compensation Plan for Senior Officers;
9. MetLife Deferred Compensation Plan for Officers; and
10. MetLife Individual Business Special Deferred Compensation Plan.
Prior to the fifth anniversary of the Plan Effective Date, (i) no amendment
to any Covered Plan will become effective which adds, deletes, modifies or
otherwise amends provisions (including those relating to participant elections)
permitting or requiring the company sponsoring the plan to make payments or
allocations to participants in the form of Common Stock, stock options or
interests in Common Stock, (ii) no other plan, successor plan, program or
arrangement will become effective which includes any such provisions, and (iii)
there will be no material change in
Schedule 3 to the Plan
3
<PAGE> 469
the administration or operation of any Covered Plan with respect to such
provisions, in each case without the prior approval of the Superintendent;
provided, however, that from and after the Adoption Date until the fifth
anniversary of the Plan Effective Date, Covered Plans may be amended solely to
incorporate the provisions set forth in this Schedule 3(c) without the prior
approval of the Superintendent.
1. Savings and Investment Plans
(a) At any time on or after the Plan Effective Date, the Holding Company,
the Company and Company Affiliates (the "Covered Employers") may each
give non-Officer participants the ability to allocate (to the extent
otherwise allocable by participants under the terms of the applicable
plan) all or any portion of their current account balances and new
contributions under the Savings and Investment Plan for Employees of
Metropolitan Life and Participating Affiliates, Metropolitan Life
Auxiliary Savings and Investment Plan, Auxiliary Savings and Investment
Plan of Participating Metropolitan Affiliates and the Supplemental
Auxiliary Savings and Investment Plan of Participating Metropolitan
Affiliates (the "Savings and Investment Plans") to a Common Stock fund
maintained by any Covered Employer.
(b) At any time on or after the second anniversary of the Plan Effective
Date, the Covered Employers may each give Officer participants the
ability to allocate (to the extent otherwise allocable by participants
under the terms of the applicable plan) all or any portion of their
current account balances and new contributions under the Savings and
Investment Plans to a Common Stock fund maintained by any Covered
Employer.
(c) At any time on or after the Plan Effective Date, the Covered Employers
may each provide to or on behalf of any non-Officer participant all or
any portion of their matching Savings and Investment Plans contributions
as contributions to a Common Stock fund maintained by any Covered
Employer.
(d) At any time on or after the second anniversary of the Plan Effective
Date, the Covered Employers may each provide to or on behalf of any
Officer participant all or any portion of their matching Savings and
Investment Plans contributions as contributions to a Common Stock fund
maintained by any Covered Employer.
2. AVIP and LTPCP
(a) At any time on or after the first anniversary of the Plan Effective
Date, the Covered Employers may each make (or credit) all or any portion
of the payments due under the Company's Annual Variable Incentive Plan
and the Annual Variable Incentive Plan of Metropolitan Property and
Casualty Insurance Company (the "AVIP") and its Long Term Performance
Compensation Plan (the "LTPCP") in the form of Common Stock. No Officer
who receives Common Stock as payment due under the AVIP or LTPCP at the
election of Covered Employers may sell such Common Stock before the
second anniversary of the Plan Effective Date.
(b) At any time on or after the Plan Effective Date, the Covered Employers
may each allow any non-Officer participant in the AVIP or LTPCP to elect
to receive payments thereunder in the form of Common Stock (to the
extent such payments are not otherwise made or credited in Common Stock)
or to have deferred AVIP or LTPCP payments invested in Common Stock (to
the extent otherwise deferrable under the terms of the applicable plan).
(c) At any time on or after the second anniversary of the Plan Effective
Date, the Covered Employers may each allow any Officer participant in
the AVIP or LTPCP to elect to receive payments thereunder in the form of
Common Stock (to the extent such payments are not otherwise made or
credited in Common Stock) or to have deferred AVIP or LTPCP payments
invested in Common Stock (to the extent otherwise deferrable under the
terms of the applicable plan).
3. Deferred Compensation Plans
(a) At any time on or after the Plan Effective Date, the Covered Employers
may each allow any non-Officer participant in the MetLife Deferred
Compensation Plan for Senior Officers, the MetLife Deferred Compensation
Plan for Officers, or the MetLife Individual Business Special Deferred
Compensation Plan (the "Deferred Compensation Plans") to elect to
allocate (to the extent otherwise allocable by participants under the
terms of the applicable plan) all or any portion of their current
Deferred Compensation Plans account balances and any newly deferred
compensation to a Common Stock fund maintained by any Covered Employer.
(b) At any time on or after the second anniversary of the Plan Effective
Date, the Covered Employers may each allow any Officer participant in
the Deferred Compensation Plans to elect to allocate (to the extent
otherwise allocable by participants under the terms of the applicable
plan) all or any portion of their current deferred compensation account
balances and any newly deferred compensation to a Common Stock fund
maintained by any Covered Employer.
Schedule 3 to the Plan
4
<PAGE> 470
(c) At any time on or after the Plan Effective Date, the Covered Employers
may each provide to or on behalf of non-Officer participants all or any
portion of their matching contributions credited under the Deferred
Compensation Plans as contributions to a Common Stock fund maintained by
any Covered Employer.
(d) At any time on or after the second anniversary of the Plan Effective
Date, the Covered Employers may each provide to or on behalf of Officer
participants all or any portion of their matching contributions credited
under the Deferred Compensation Plans as contributions to a Common Stock
fund maintained by any Covered Employer.
4. Limits on Acquisition of Common Stock
(a) Prior to the fifth anniversary of the Plan Effective Date, the total
number of shares of Common Stock received by any Officer during such
five-year period representing payments, matching contributions,
allocations or credits under all Covered Plans (other than the Savings
and Investment Plan for Employees of Metropolitan Life and Participating
Affiliates) shall not, in the aggregate, exceed (x) .25% of the total
number of shares of Common Stock outstanding immediately after the Plan
Effective Date, less (y) the number of shares in respect of which
options are granted to such Officer in that five-year period under the
terms of the MetLife, Inc. 2000 Stock Incentive Plan.
(b) Prior to the fifth anniversary of the Plan Effective Date, the total
number of shares of Common Stock representing (i) payments made to all
Employees under the AVIP, (ii) payments made to all Employees under the
LTPCP, (iii) allocations of current account balances and new
contributions under the Metropolitan Life Auxiliary Savings and
Investment Plan to a Common Stock fund maintained by any Covered
Employer, (iv) allocations of any account balances or any newly deferred
compensation under the MetLife Deferred Compensation Plan for Senior
Officers to a Common Stock fund maintained by any Covered Employer, and
(v) matching contributions credited under the Metropolitan Life
Auxiliary Savings and Investment Plan or the MetLife Deferred
Compensation Plan for Senior Officers as contributions to a Common Stock
fund maintained by any Covered Employer, shall not, in the aggregate,
exceed (x) 5.0% of the total number of shares of Common Stock
outstanding immediately after the Plan Effective Date less (y) the
number of shares in respect of which options are granted in that
five-year period under the terms of the MetLife, Inc. 2000 Stock
Incentive Plan.
(c) The total number of shares of Common Stock representing payments,
matching contributions, allocations or credits under Covered Plans, the
total number of shares of Common Stock outstanding immediately after the
Plan Effective Date, and the number of shares in respect of which
options are granted under the terms of the MetLife, Inc. 2000 Stock
Incentive Plan shall all be adjusted for stock splits and
reclassifications of outstanding shares of Common Stock into a greater
or lesser number of shares of Common Stock for the purposes of applying
these limits.
5. Fair Market Value Requirement
Common Stock provided under the Covered Plans will be valued as of the
applicable date at the then Fair Market Value of the Common Stock. Thus, when
Common Stock is issued in lieu of cash compensation or allocated under any of
the Covered Plans, the Fair Market Value shall be used as the basis for
determining the number of shares to be issued or allocated. For these purposes,
"Fair Market Value" shall (i) in the case of any transaction or series of
transactions actually effected in an open market transaction, mean the value
determined based on such transaction(s), and (ii) in all other cases, have the
meaning set forth in the MetLife, Inc. 2000 Stock Incentive Plan.
6. Revisions to Change of Control Provisions
If any of the Covered Plans or the MetLife, Inc. 2000 Stock Incentive Plan
contains a change of control provision, prior to the Plan Effective Date the
Holding Company will, and it will cause the Company and its Company Affiliates
(as the case may be) to, amend the plan or plans containing such provision to
further provide that none of the Reorganization, the IPO or any Other Capital
Raising Transactions will result in a change in control under such plan or
plans.
Schedule 3 to the Plan
5
<PAGE> 471
SCHEDULE 4 -- FEATURES OF OTHER CAPITAL RAISING TRANSACTION SECURITIES
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
MANDATORILY CONVERTIBLE CONVERTIBLE PREFERRED DEBT SECURITIES/COMMERCIAL
PREFERRED SECURITIES SECURITIES PAPER/BANK BORROWINGS
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FORM OF - Preferred securities - Preferred securities - Up to $500 million
SECURITY automatically convertible convertible at the option aggregate principal amount
into common stock after a of the holder into a of senior or subordinated
fixed period of time, specified number of shares debt securities offered in
typically from three to of common stock or at a a public offering,
five years from the date specified price per share commercial paper issuances
of issuance, with the at any time up to or bank borrowings (or a
number of shares, subject maturity. combination thereof).
to certain limitations,
into which the security is - The conversion price may
convertible dependent on be adjusted to maintain
the stock price at the effective conversion
maturity. rate in the event of stock
splits and certain other
- May be issued in a unit events.
of two securities, one a
forward purchase contract - May be issued through a
in which the holder agrees special purpose vehicle,
to purchase common stock such as a trust or limited
at a specified price liability company, in
(effectively making the which preferred or
security convertible into subordinated debt
the common stock), and the securities are issued by
other a preferred security the issuer to the special
paying dividends to the purpose vehicle and
holder. preferred securities of
the special purpose
- May be issued through a vehicle are offered to the
special purpose vehicle, public. The special
such as a trust or limited purpose vehicle may allow
liability company, in for tax deductibility of
which preferred or dividends associated with
subordinated debt the preferred security.
securities are issued by
the issuer to the special
purpose vehicle and
preferred securities of
the special purpose
vehicle are offered to the
public. The special
purpose vehicle may allow
for tax deductibility of
dividends associated with
the preferred security.
- The conversion price may
be adjusted to maintain
the effective conversion
rate in the event of stock
splits and certain other
events.
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Schedule 4 to the Plan
6
<PAGE> 472
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
MANDATORILY CONVERTIBLE CONVERTIBLE PREFERRED DEBT SECURITIES/COMMERCIAL
PREFERRED SECURITIES SECURITIES PAPER/BANK BORROWINGS
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DISTRIBUTIONS - Dividend payments on the - Dividend payments on the - Interest payments on the
preferred security, as preferred security. debt security, which would
well as payments by the generally be
issuer on any forward - Dividend rate reflects tax-deductible to the
purchase contract if the market conditions, as well issuer.
security is offered in as issuer- specific
units. factors, such as credit - Principal amount must be
ratings. repaid at scheduled
- Dividend payments would maturity date or dates.
be priced at a premium - Such payments are
yield to the dividend on generally deferrable at - Interest rate reflects
the common stock at the the option of the issuer. market conditions, as well
time of issuance. as issuer specific
- Dividend payments to factors, such as credit
- Such payments are common stockholders are ratings.
generally deferrable at typically prohibited while
the option of the issuer. the dividend payments on
the security are deferred.
- Dividend payments to
common stockholders are - The payments may,
typically prohibited while depending on the structure
the dividend payments on of the security, be
the security are deferred. tax-deductible to the
issuer.
- The payments may,
depending on the structure - If the security is not
of the security, be converted, the face amount
tax-deductible to the of the preferred stock
issuer. must be repaid at
maturity.
- ---------------------------------------------------------------------------------------------------------
MATURITY - Typically from 3 to 5 - Typically from 5 to 30 - May either be commercial
years. years. paper (with maturities up
to 9 months) or
longer-term securities or
borrowings with maturities
up to 30 years.
- ---------------------------------------------------------------------------------------------------------
CONVERSION - Typically offered with a - Typically offered with a - Not applicable.
PREMIUM conversion premium to the conversion premium to the
trading price of the trading price of the
common stock at issuance. common stock at issuance.
If the securities are
- Upon conversion, a converted, a fixed number
variable amount of shares, of shares, determined at
depending on the market the time of issuance, will
price of the Common Stock be issued.
at the time of conversion,
is issued. - This allows the Holding
Company to potentially
- The number of shares is issue Common Stock above
typically subject to a the prevailing market
minimum and maximum number price at the time of
of shares being issued issuance of the
(which range is determined convertible preferred
at the time of issuance). security.
- This allows the Holding
Company to potentially
issue Common Stock above
the prevailing market
price at the time of
issuance of the
convertible preferred
security.
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Schedule 4 to the Plan
7
<PAGE> 473
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
MANDATORILY CONVERTIBLE CONVERTIBLE PREFERRED DEBT SECURITIES/COMMERCIAL
PREFERRED SECURITIES SECURITIES PAPER/BANK BORROWINGS
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REDEMPTION - No redemption rights at - May be redeemable at the - Public debt securities
(RIGHT TO the option of the issuer, option of the issuer, may allow for redemption
REPURCHASE) except that the securities typically after 3 to 5 at the option of the
AT THE OPTION may be redeemable upon the years. Such redemption issuer or upon the
OF THE ISSUER occurrence of specified may, under certain occurrence of specified
adverse tax or regulatory circumstances, be made at events, at a price equal
events. a premium price. to the principal amount or
the principal amount plus
- May also be redeemable a specified premium.
upon the occurrence of
specified adverse tax or - Commercial paper is
regulatory events. typically not redeemable
at the option of the
issuer.
- Bank borrowings may be
prepaid at the option of
the issuer, at the
principal amount or the
principal amount plus a
specified premium.
- ---------------------------------------------------------------------------------------------------------
VOTING RIGHTS - None, except as required - None, except as required - None.
by law or in event of by law or in event of
default (in which case default (in which case
holders may be entitled to holders may be entitled to
designate a specified designate a specified
number of board members). number of board members).
- ---------------------------------------------------------------------------------------------------------
COVENANTS - Issuer typically agrees - Issuer typically agrees - Issuer typically agrees
to take certain actions, to take certain actions, to take certain actions,
including using reasonable including using reasonable including using reasonable
efforts to maintain the efforts to maintain the efforts to maintain the
regulatory treatment of regulatory treatment of regulatory treatment of
the security. the security. the security. Commercial
paper typically does not
include covenants.
- Public debt securities
generally do not include
financial covenants.
- Bank borrowings may also
include certain financial
and other covenants,
including maintenance of a
specified net worth.
- ---------------------------------------------------------------------------------------------------------
EVENTS OF - The instrument creating - The instrument creating - The instrument creating
DEFAULT the security will specify the security will specify the security will specify
events that will events that will events that will
constitute an event of constitute an event of constitute an event of
default, in which case the default, in which case the default, in which case the
face amount of the face amount of the principal amount may be
preferred securities may preferred securities may declared immediately due
be declared immediately be declared immediately and payable. Commercial
due and payable. due and payable. paper typically does not
include events of default.
- These may include, among - These may include, among
other things, failure to other things, failure to - These may include, among
pay (after the deferral pay (after the deferral other things, failure to
period described above) period described above) pay interest or principal,
dividends or face amount dividends or face amount failure to observe or
of the preferred of the preferred perform other covenants,
securities, failure to securities, failure to acceleration of other
observe or perform other observe or perform other indebtedness and events
covenants, and events covenants, and events relating to a bankruptcy
relating to a bankruptcy relating to a bankruptcy or insolvency of the
or insolvency of the or insolvency of the issuer.
issuer. issuer.
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Schedule 4 to the Plan
8
<PAGE> 474
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
MANDATORILY CONVERTIBLE CONVERTIBLE PREFERRED DEBT SECURITIES/COMMERCIAL
PREFERRED SECURITIES SECURITIES PAPER/BANK BORROWINGS
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
RANKING IN A - Generally, subordinate - Generally, subordinate - Senior debt ranks senior
LIQUIDATION (ranks below in priority) (ranks below in priority) to subordinated debt or
OR BANKRUPTCY to indebtedness of the to indebtedness of the equity securities of the
OF THE ISSUER issuer, but senior (ranks issuer, but senior (ranks issuer.
ahead in priority) to ahead in priority) to
common stock. common stock. - Subordinated debt ranks
lower in priority than
- Once converted, becomes - Once converted, becomes senior debt of the issuer
common stock. common stock. but senior to equity
securities of the issuer.
- Commercial paper and
bank debt are senior debt.
- ---------------------------------------------------------------------------------------------------------
EFFECT ON - Balance Sheet: depending - Balance sheet: preferred - Balance sheet: included
ISSUER'S on the structure of the securities issued through as liabilities.
FINANCIAL security, included either a special purpose vehicle
STATEMENTS as stockholders' equity or included as a separate - Income statement: net
as a separate line item line item between income to common
between liabilities and liabilities and stockholders would be
stockholders' equity. stockholders' equity; reduced by after-tax
conventional convertible interest paid on security.
- Income statement: net preferred securities
income to common included as stockholders' - Cash flow: cash flow
stockholders would be equity. would be reduced by
reduced by after-tax after-tax interest paid
dividends paid on - Income statement: net and by payment of
security, but not contract income to common principal amount at
fees. stockholders would be maturity.
reduced by after-tax
- Cash flow: cash flow dividends paid on
would be reduced by security.
after-tax dividends and
contract payments (if any) - Cash flow: cash flow
paid. would be reduced by
after-tax dividends paid
and by payment of face
amount at maturity (if the
security is not
converted).
- ---------------------------------------------------------------------------------------------------------
</TABLE>
Schedule 4 to the Plan
9
<PAGE> 475
Schedule 5
METROPOLITAN LIFE INSURANCE COMPANY
SCHEDULE 5 TO
PLAN OF REORGANIZATION
-----------------------------------------------------
ACTUARIAL CONTRIBUTION MEMORANDUM
NOVEMBER 16, 1999
<PAGE> 476
Table of Contents
<TABLE>
<S> <C>
I. OVERVIEW...................................................................... 1
II. GLOBAL / GENERAL METHODOLOGY & ASSUMPTIONS................................... 2
II. A. General Description of Methodology................................... 2
II. B. Assumptions / Methodologies That Cross LOBs.......................... 4
III. TRADITIONAL LIFE............................................................ 12
III. A. MetLife US - Traditional Life....................................... 12
III. B. TNE - Traditional Life.............................................. 16
III. C. Canada - Traditional Life Policies.................................. 19
IV. INDUSTRIAL LIFE.............................................................. 21
IV. A. MetLife US - Industrial Life......................................... 21
IV. B. Canada - Industrial Life Policies.................................... 24
V. UNIVERSAL LIFE................................................................ 26
V. A. MetLife US - Universal Life........................................... 26
V. B. TNE - Universal Life.................................................. 30
VI. GROUP LIFE & HEALTH.......................................................... 34
VI. A. Group Life & Health Contracts - MetLife US, TNE & Canada............. 34
VI. B. Certificates or Individual Policies - Group UL, LTC, COLI & Others... 39
VII. INDIVIDUAL HEALTH AND OTHER RELATED PLANS................................... 44
VII. A. MetLife US - Individual Disability Income........................... 44
VII. B. MetLife US - Personal Medical Insurance............................. 47
VII. C. MetLife US - Group Medical Conversions.............................. 50
VII. D. MetLife US - Direct Response Business............................... 53
VII. E. MetLife US - Direct Marketed Group Term Life........................ 55
VII. F. MetLife US - Medical Insurance Certificates......................... 57
VII. G. MetLife US - New Jersey Individual Health Policies.................. 59
VII. H. TNE - Individual Disability Income.................................. 60
VII. I. Canada - Individual Health Policies................................. 62
VIII. GROUP ANNUITIES............................................................ 64
VIII. A. MetLife US - Department 24 Group Annuities......................... 64
VIII. B. MetLife US - Department 11 Group Annuities......................... 68
VIII. C. MetLife US - Group Annuity Separate Accounts....................... 72
VIII. D. TNE - Group Accumulation Contracts................................. 75
VIII. E. TNE - Group Payout Annuities....................................... 80
IX. INDIVIDUAL ANNUITIES......................................................... 82
IX. A. MetLife US - Individual Deferred Annuities........................... 82
IX. B. TNE - Individual Deferred Annuities.................................. 85
IX. C. TNE - Individual Immediate Annuities................................. 88
IX. D. Canada - Individual Annuity Contracts................................ 89
X. SUPPLEMENTARY CONTRACTS....................................................... 91
X. A. MetLife US - With Life Contingencies.................................. 91
X. B. MetLife US - Without Life Contingencies............................... 93
X. C. TNE - With Life Contingencies......................................... 95
X. D. TNE - Without Life Contingencies...................................... 97
X. E. Canada - Supplemental Contracts....................................... 99
</TABLE>
Actuarial Contribution Memorandum (i) November 16, 1999
<PAGE> 477
I. OVERVIEW
This memorandum describes the methodology for calculating the Actuarial
Contribution ("AC")(1) for Metropolitan Life Insurance Company ("MetLife") for
each policy or contract eligible to receive a Variable Equity Share ("VES")
pursuant to Article VII of the Plan of Reorganization ("Plan"). In addition to
MetLife's US domestic business ("MetLife US"), certain policies issued by The
New England Mutual Life Insurance Company ("TNE"), and MetLife's Canadian branch
are eligible to receive a VES. TNE merged with MetLife in 1996. This memorandum
contains separate sections for each major line of business ("LOB").
The general methodology and experience data that cross all LOBs are described in
Section II of this memorandum. Aspects specific to a particular LOB are included
in the sections specific to each line. Each specific LOB section in this
document: (1) provides a description of the products within the LOB covered; (2)
describes the specific actuarial methodology applied to that LOB; (3) describes
the data and modeling techniques specific for that LOB; (4) describes applicable
historical experience assumptions; and (5) describes the prospective experience
assumptions applied to each line.
The data and information required for the calculations came from numerous
company sources, including policy and contract records, annual statements and
supporting documentation, internal management reports, and other miscellaneous
sources of information.
- --------
(1) Capitalized terms not defined in this document have the meaning as defined
in the Plan of Reorganization.
Actuarial Contribution Memorandum Page 1 November 16, 1999
<PAGE> 478
II. GLOBAL / GENERAL METHODOLOGY & ASSUMPTIONS
II. A. GENERAL DESCRIPTION OF METHODOLOGY
Generally, for each participating policy, the ACs are intended to represent past
annual contributions to the assets of the Company accumulated with interest to
December 31, 1998 (the "Statement Date"), reduced by an amount equal to the
estimated assets as of the Statement Date, which together with the estimated
future revenues, are sufficient to provide for the future benefits, expenses and
taxes of such policies. The estimated assets required as of the Statement Date
are, in general, determined from a gross premium reserve using "best estimate"
assumptions.
The gross premium reserve for policies in the Closed Block equals the amount of
assets necessary, together with future premiums, to meet all future benefit
obligations, expenses, commissions and taxes, and to maintain the current
dividend scales if the experience underlying the scales continues unchanged.
Assumptions used in the AC calculation for these policies were based on the
assumptions used to develop the Exhibit H Closed Block Assets (and described in
the Closed Block Memorandum), adjusted to include other assets that are not
included in Exhibit H Closed Block Assets that support those policies and
expenditures not reflected in the Closed Block.
In general, the gross premium reserve for policies not in the Closed Block
equals the statutory reserve less the present value of expected future
profitability, as further described later in this memorandum.
The AC formula described above is equivalent, under the same set of assumptions,
to taking the accumulation of contributions to statutory surplus for
participating policies from the policy issue date to the Statement Date plus the
present value of expected future contributions to statutory surplus for such
policies.
MetLife's and TNE's past annual statements were each analyzed to provide
experience factors for use in determining ACs. Experience assumptions that cover
multiple LOBs are described later in this section. Other experience assumptions
are contained in the specific LOB sections below.
Assumptions about future experience were based on analysis of recent Company
experience, adjusted as appropriate based on MetLife's current business plans.
In most cases, future experience was projected until all liabilities were
exhausted. In some cases, prospective AC calculations were only developed until
the time when future surplus contributions were projected to be immaterial. In
addition, for certain group lines of business, where new entrants into a group
contribute to the growth of the group, profits occurring more than twenty years
into the future were considered speculative. For these product lines, no future
contributions to surplus were considered beyond twenty years.
Actuarial Contribution Memorandum Page 2 November 16, 1999
<PAGE> 479
For the purpose of determining the VES of Qualifying Policies with a positive
AC, the negative ACs of Qualifying Policies were adjusted by setting them to
zero, as provided for in Section 7.2(a) of the Plan.
For a Qualifying Policy issued after the Statement Date but before the Adoption
Date, the AC was calculated as the present value as of the Statement Date of its
expected future contributions to the surplus of the Company.
A guiding principle in deriving assumptions for the AC calculation was the goal
of consistency in assumptions across LOBs, as well as for classes of Qualifying
Policies within a LOB. Consistency of assumptions was an important goal, since
the sole use of the AC calculations was to determine the contribution to surplus
of a given policy relative to all other policies. The derivations of assumptions
and methodologies, including those for policy riders and other supplemental
product features, were based on the way the class of Qualifying Policies was
managed historically, as well as the way it is managed currently.
Within each LOB, Qualifying Policies were divided into classes that are
reasonably homogeneous with regard to their experience and risk characteristics.
Where policies have been pooled or combined for dividend or experience rating
purposes, they have been combined for AC purposes as well. LOBs were
subcategorized by (i) major product groupings (e.g., for Individual Life, major
product groupings include Industrial Life, Ordinary Life, Universal Life, etc.),
as well as by (ii) major grouping based on how the contract was issued (e.g.,
issued by MetLife in the US, issued by MetLife from its Canadian Branch, or
issued by TNE). Within these subcategories, the classes of Qualifying Policies
were determined primarily by the following (as was appropriate given materiality
considerations and based upon the way the Qualifying Policies are/were managed):
(i) insurance plan (for example, Whole Life), policy year, issue age, and
dividend class (where applicable) for Individual Life Insurance; (ii) policy
year, plan type and tax qualified status for Individual Annuities and
Supplementary Contracts, (iii) policy form and issue year for Individual Health
Insurance, and (iv) business segment for Group Annuities, Group Life, and Group
Health. Where appropriate (as described later in this memorandum), interpolation
and extrapolation methods were used to develop estimated results for each policy
based on model cell calculations for the corresponding class of Qualifying
Policies.
Actuarial Contribution Memorandum Page 3 November 16, 1999
<PAGE> 480
II. B. ASSUMPTIONS / METHODOLOGIES THAT CROSS LOBS
The methodologies and assumptions described below, in general, were followed by
all LOBs. Exceptions to these general guidelines are noted in the sections for
specific LOBs contained later in this memorandum.
1. Investment Income - Historical
Total portfolio rates for all years were calculated utilizing the basic formula
that was used to calculate net investment income in the annual statement prior
to 1987, modified to include all capital gains, both realized and unrealized.
The modified formula is as follows:
<TABLE>
<S> <C> <C>
Total Portfolio Rateyear = 2*(I + RG + UG)/(A + B - (I + RG +UG))
Where: I = Net investment income for the year
A = Total (at prior year end) of cash and
invested assets plus investment income
due and accrued
B = Total (at current year end) of cash and
invested assets plus investment income due
and accrued
RG = Realized capital gains and losses for the
year
UG = change in unrealized capital gains and
losses for the year
</TABLE>
The formulas for the component pieces of the total portfolio rate alone are as
follows:
Net Investment Income Rate(year) = 2*I/(A + B - (I + RG + UG))
Realized Capital Gains Rate(year) = 2*RG/(A + B - (I + RG + UG))
Unrealized Capital Gains Rate(year) = 2*UG/(A + B - (I + RG + UG))
Net investment income rates ignoring capital gains and losses (whether realized
or unrealized) were calculated. Capital gains rates were calculated for the
realized and unrealized gains separately. The sum of these three rates, (1) the
rate on net investment income ignoring all capital gains and losses, (2) the
rate on realized capital gains and losses and (3) the rate on unrealized gains
and losses, equals the total portfolio rate described by the formula above.
For years after 1950, the assets used to develop the total portfolio rates equal
the cash
Actuarial Contribution Memorandum Page 4 November 16, 1999
<PAGE> 481
and invested assets as defined for annual statement purposes. For years prior to
1951, the assets used to develop the total portfolio rates were determined on a
basis consistent with the annual statement definitions of cash and invested
assets for 1951 and subsequent years.
For most LOBs, the total portfolio rates were calculated with the effect of
policy loans excluded, due to the fact that policy loans were modeled
separately. For those LOBs where policy loans were not modeled separately, the
total portfolio rates were calculated including the effect of policy loans. The
total portfolio rates for 1958 and after were developed prior to any reduction
for federal income tax ("FIT"), which was modeled separately. Prior to 1958, the
tax law required a number of different approaches to calculate FIT, but the most
typical was to base FIT primarily on investment income, net of the portion of
investment income necessary to satisfy the company's obligations to
policyholders ("free investment income"). FIT for this period was reflected as a
percentage of mean assets (using the same basis as used in the determination of
net investment income).
Historical total portfolio rate assumptions were developed for TNE and MetLife
separately, except for rates on surplus for the years 1996 to 1998. TNE and
MetLife merged in 1996 and surplus has been managed in total for the companies
since that time.
MSVR (which was first required during the early 1950s) was not used in
calculating total portfolio rates on the assumption that it is primarily an
allocation of surplus and had no impact on the determination of policyholder
dividends or a policy's contribution to surplus. AVR (which replaced the MSVR
during the 1990s) was omitted for the same reason.
The effect of the IMR, including amortization, has been included in the
determination of the realized capital gains rates. Specifically, in each year
the realized capital gains and losses have been reduced by the amounts of the
IMR capitalization transferred to the IMR. In each year, the amortization of the
IMR has also been added to the realized capital gains. The amount of the IMR
capitalization is net of a capital gains tax effect. The realized capital gains
have not been reduced for the actual incurred capital gains taxes.
Historical investment income from separate accounts was based on the actual
performance of those separate accounts.
The paragraphs that follow are delineated by selected investment allocation eras
and will refer to MetLife and TNE separately.
METLIFE: PRE 1965
For this period, total portfolio rates were determined on a total company basis,
except for 1963-64, when separate rates for the MetLife US and MetLife Canada
were developed. Net investment income without capital gains was determined and
capital gains rates were calculated for realized and unrealized gains
separately. Any total portfolio rate calculated
Actuarial Contribution Memorandum Page 5 November 16, 1999
<PAGE> 482
applies to assets supporting both reserves and surplus.
METLIFE: 1965 TO 1984
For this period, MetLife generally used an investment year method ("IYM") to
allocate investment returns to LOB in the annual statement. The total portfolio
rates by LOB for each of these years represent the average rates earned on all
assets for that LOB, whether the assets backed surplus or reserves. Total
portfolio rates were developed separately for the US and Canada.
METLIFE: 1985 TO 1998
In 1985, MetLife began to use a segmented approach to allocate total company
investment income and capital gains to LOB and product lines, although MetLife
had first begun to use a segmented approach for certain group pension products
earlier (in 1980). In certain situations, historical segment data was
unavailable and, as a result, total LOB data was used. Total portfolio rates
were developed separately for US and Canada.
Prior to 1989, MetLife did not track investment returns on surplus separately.
For these years, the LOB total portfolio rates were used in accumulating the
annual ACs. For 1989 and later, separate total portfolio rates on surplus were
developed and were used to accumulate annual ACs by all LOBs. The total
portfolio rate on surplus was developed for MetLife and TNE combined starting in
1996.
TNE: PRE 1962
For this period, total portfolio rates were determined on a total company basis.
Any total portfolio rate calculated applies to assets supporting both reserves
and surplus.
TNE: 1962 TO 1980
For this period, TNE used an investment year method ("IYM") to allocate
investment returns to LOB in the annual statement. The total portfolio rates by
LOB for these years apply to all assets for that LOB, whether the assets backed
surplus or reserves.
TNE: 1981 TO 1998
In 1981, TNE began to use a segmented approach to allocate total company
investment income and capital gains to LOB and product lines. Within a General
Account segment, the investment year method was used to allocate investment
income among product lines.
Prior to 1996, TNE did not track investment returns on surplus separately. For
these years the LOB total portfolio rates were used in accumulating the annual
ACs. For 1996 and later, the total portfolio rate on surplus was developed for
MetLife and TNE combined and was used by all LOBs.
TNE was merged into MetLife in 1996. As part of the merger, there were
accounting changes made in TNE's previous reporting methods in order to conform
with MetLife's
Actuarial Contribution Memorandum Page 6 November 16, 1999
<PAGE> 483
statutory accounting standards. These accounting changes were reflected in the
AC calculations for TNE.
2. Investment Income - Prospective
For prospective investment income including capital gains, prospective earned
rates for General Account products (with the exception of the three Closed Block
LOBs), were developed based upon the asset/liability projections developed by
MetLife used in conjunction with the level interest scenario of the 1998
year-end Asset Adequacy Analysis. MetLife's Asset Adequacy Analysis models were
based upon assets in force on November 30, 1998. Adjustments were made for
MetLife's year-end selling program (i.e., bonds and stocks sold during December
1998 were eliminated from the models and new bonds and stocks purchased were
added to the models).
The Closed Block LOBs consist of the following: (1) MetLife US Traditional Life,
(2) TNE Traditional Life and (3) MetLife US Industrial Life. These LOBs include
all policies in the Closed Block, as well as other policies in these LOBs, which
were not included in the Closed Block. For these Closed Block LOBs, prospective
earned rates on assets existing as of the Statement Date were based upon the
asset models developed for the assets from the Closed Block plus additional
assets supporting these liabilities, the total of which comprise the same asset
models that were developed to be used for Asset Adequacy Analysis. These earned
rates reflect not only the assets selected for use in the Closed Block, but also
those assets which, though excluded from the Closed Block, nonetheless backed
these liabilities prior to demutualization.
The amortization of the IMR balance as of the Statement Date is included in
investment income as capital gains.
Reinvestment rates for the MetLife Ordinary, MetLife Industrial and TNE Closed
Block segments were set equal to the rates used for Closed Block funding, as
described in the Closed Block Memorandum. For all other LOBs, the reinvestment
rates for General Account products were based on actual new money rates derived
for the level interest scenario of the 1998 year-end Asset Adequacy Analysis.
For Separate Account products, future returns were assumed separately for (a)
money market, (b) bond, (c) common stock and real estate equity, and (d) balance
fund separate accounts. These Separate Account return rates were determined
based on long-term yield expectations as of the Statement Date. Where multiple
types of Separate Accounts were projected in the aggregate, a weighted average
of these rates (reflecting the actual mix of separate accounts as of the
Statement Date) was utilized.
Discount rates, used to develop the present value of projected after-tax
statutory profits in the prospective AC calculations, were set equal to the
projected after-tax earned rates (adjusted for projected IMR amortization) for
the associated general account liabilities for a given LOB.
Actuarial Contribution Memorandum Page 7 November 16, 1999
<PAGE> 484
3. Federal Income Tax
GENERAL METHODOLOGY
MetLife and TNE were separate tax entities prior to 1996. Therefore, the methods
and assumptions for allocating FIT reflect their separate tax positions and
facts for this period. However, the modeling methodology for the calculation of
the historical taxes was established as consistent as possible between the
companies for all years.
PRE 1958
FIT for this period was reflected as a percentage of mean assets (using the same
basis as used in the determination of net investment income).
1958 TO 1981
FIT was computed using "Fraserized" marginal rates. First, certain statutory
model items (investment income, assets, and reserves) were converted to a tax
basis. Then, marginal rates were applied to these items, as well as deductible
interest paid. Finally, a factor was derived to true up the FIT calculated on a
Fraserized marginal rate basis to the FIT accrued in the annual statement. This
true up factor was related to mean statutory reserves. There were only a few
years in this period where FIT was incurred on capital gains. For those years,
the FIT on capital gains was captured in the true up factor.
1982 TO 1983
For the "stopgap" years (1982-1983), FIT was allocated in the models by
restating modeled statutory income including capital gains to a taxable basis
and applying standard ordinary and capital gains corporate tax rates to this
modeled taxable income. Developing modeled taxable income was accomplished by
converting certain statutory model items (investment income, dividends, and
reserves) to a tax basis. Also, a factor was derived to true up the calculations
to the annual statement FIT incurred. The true up factor was related to mean
statutory reserves.
1984 TO 1998
FIT was based upon gain from operations. Modeled taxable income was determined
by converting certain modeled statutory items (investment income, capital gains,
surplus, dividends and reserves) to a tax basis. The calculation of FIT for the
years 1984 and subsequent reflects the required adjustments for the differential
earnings amount (i.e., the surplus tax). For the years 1990 and subsequent, the
DAC tax adjustment has been recognized.
Since 1987, long-term capital gains have no preferential tax treatment and were
taxed at the same rate as the gain from operations. A factor was determined
which trued-up the calculations to the annual statement accrual for FIT. This
factor was related to mean statutory reserves except for MetLife group life and
health. For MetLife group life and health, this factor was related to statutory
gain from operations.
During the period 1989 to 1998 (for TNE 1996 to 1998 only), the Company
developed a specific set of total portfolio rates on total Company surplus for
each year. These total
Actuarial Contribution Memorandum Page 8 November 16, 1999
<PAGE> 485
portfolio rates on surplus also have an associated set of FIT factors.
Historical capital gains were appropriately adjusted for capital gains tax in
computing the annual historical ACs.
1999 AND BEYOND
Prospective FIT was calculated assuming a continuation of current tax laws. It
was assumed that MetLife will be taxed as mutual insurance company through
calendar year 1999 and as a stock life insurer thereafter. Future projected
capital gains were assumed to be taxed at current capital gains tax rates.
MODCO REINSURANCE TREATIES
Both MetLife and TNE entered into modified coinsurance ("MODCO") treaties during
the period 1979 - 1981 that reduced FIT. The tax benefits from these MODCO
treaties were shared by all LOBs by allocating the MODCO tax savings among each
LOB in proportion to the taxes the LOB would have paid before MODCO, but with no
LOB paying more taxes than they would have paid without MODCO.
4. Expenses - Historical
The following general rule was applied (except as noted below) for allocating
expenses in the determination of historical ACs:
- - Identified those expenses which were historically charged to policyholders,
either indirectly or directly, in the dividend formulas. For policies which
do not receive dividends, either alternative unit costs such as pricing
assumptions were used or direct allocations of annual statement expenses
were made.
- - Reconciled the totals of expenses identified as charged to policyholders
with the total of annual statement expense amounts shown in Exhibits 5 and
6, by line of business. Where necessary, appropriate ratios were then
applied to line of business totals so that expenses charged in the AC
calculation agreed with annual statement amounts. This gross-up process was
performed for each calendar year to assure consistency with published annual
statements. Where annual statement premium taxes and state and local income
taxes were directly allocated to a line of business, these expenses were not
part of the gross-up reconciliation process.
The following items are exceptions to the general rule stated above:
- - All expenses recognized by MetLife as applying to the cost of MetLife's
demutualization were not allocated to any specific group of policies for the
purpose of calculating AC.
- - All identifiable expenses associated with MetLife Express were omitted from
the AC calculations for all LOBs. MetLife Express was a reengineering effort
begun in 1995 that touched every LOB in MetLife.
- - Market conduct costs for MetLife and TNE were omitted from the AC
calculations,
Actuarial Contribution Memorandum Page 9 November 16, 1999
<PAGE> 486
including litigation expenses, payments to regulators, and policyholder
settlements. Furthermore, for MetLife US Traditional Life, Industrial Life
and Universal Life, unit expenses for the 1993 and later calendar years were
graded from 1993 levels into MetLife's prospective business plan expenses to
normalize new business expenses given that the sales decline during this
period was anomalous.
- - In determining the expense gross up factors described above, results for
MetLife US Traditional Life, Industrial Life and Universal Life were
aggregated in all years.
- - In determining the expense gross up factors described above, results for
Group Life and Health Specialized Benefit Resources and certain Small
Business Center businesses were reconciled to annual statement amounts over
periods of years.
- - Merger-related expenses from the MetLife/TNE merger were omitted from the AC
calculations.
- - For certain Group Life & Health lines (National Accounts, National Service
Center and Small Business Center), expense gains/losses were allocated in
proportion to historical overhead pricing factors.
- - With respect to the sale of the Group Medical business prior to the
Statement Date, medical overhead and other expenses that were allocated to
the Group Medical business after the sale offset the sales proceeds of that
business, and the net gain was assumed to be reflected in normalized
earnings after the sale date.
5. Expenses - Prospective
For the purpose of calculating prospective ACs, expense assumptions were
developed based on MetLife's current business plans. The exceptions noted above
regarding historical expenses also apply to prospective expense assumptions
where appropriate.
6. Reinsurance
The effect of certain reinsurance agreements has been included in the AC
calculations for each LOB. MODCO reinsurance treaties, which had major tax
consequences, were discussed in Section II.B.3 above. Where material, the
effects of reinsurance from Excess Risk and substandard shopping programs were
included in the AC calculations and were spread over all policies within the
LOB. Profits and losses from other reinsurance programs considered corporate
transactions, including financial reinsurance, were omitted for purposes of AC
calculations.
7. Acquired and Divested Business
Historically, MetLife has bought or sold blocks of business, with assumption
reinsurance sometimes used as the tool to facilitate the transaction. In
determining the ACs for LOBs which include such blocks, the following general
principles were followed:
Actuarial Contribution Memorandum Page 10 November 16, 1999
<PAGE> 487
- - ACs generally were calculated from the date of acquisition of that business
and not before.
- - Business that was divested did not get ACs if MetLife's liability was
entirely transferred prior to the Adoption Date. Business "sold" via 100%
indemnity reinsurance was included in the AC calculations assuming that it
otherwise qualifies under the eligibility requirements.
- - The acquisition/sale price was reflected in the AC calculations, either
directly, where the price was easily identified and not associated with
other aspects of the transaction (e.g., for an information technology system
or distribution channel), or indirectly, where the price could not be
separately broken out or if there were special circumstances as further
described in other sections of this memorandum.
Actuarial Contribution Memorandum Page 11 November 16, 1999
<PAGE> 488
III. TRADITIONAL LIFE
III. A. METLIFE US - TRADITIONAL LIFE
1. Description of Business
The Traditional Life business is composed of participating policies issued from
1911. It can be viewed in six segments: Single Life Permanent, Last Survivor
Permanent, Term Insurance, Reduced Paid Up ("RPU"), Extended Term Insurance
("ETI"), and Miscellaneous Riders.
The largest of these is the Single Life Permanent segment that includes over 6.5
million policies. It includes primarily dividend paying, participating life
insurance policies along with any associated dividend options and Paid-Up
Addition riders.
The Last Survivor Permanent segment includes a relatively small number of estate
planning insurance policies. The relatively large average size makes the block
as a whole a material part of the in force. This segment also includes a
material number of Paid-Up Addition Riders, as well as Supplemental Insurance
Benefit Riders ("SIB"). The SIB Riders are a combination of paid-up additional
insurance and one-year term insurance designed to produce a level amount of
insurance coverage, on a non-guaranteed basis.
The Term Insurance consists mainly of non-dividend paying term coverage and term
riders. It also includes a small amount of dividend-paying term insurance and
riders.
The RPU and ETI segments represent policies that have elected these
non-forfeiture options.
Miscellaneous Riders include riders such as Waiver of Premium, Accidental Death
and Guaranteed Purchase Options.
2. Actuarial Methodology
As described below, a model was developed from the in force data as of the
Statement Date. Model cells were developed for representative plans,
underwriting class, issue years, genders, issue ages and loan rates. Minor plans
were mapped into major plans with similar characteristics. Policies with certain
plan characteristics were also combined in determining model cells in those
situations where small in force amounts warranted such consolidation. Model
distinctions were maintained where both material differences in policy
characteristics and material in force amounts were present. Historical and
prospective projections of statutory contribution to surplus were developed
employing the respective assumptions as outlined below. Historical surplus
contributions were
Actuarial Contribution Memorandum Page 12 November 16, 1999
<PAGE> 489
accumulated with interest to the Statement Date and prospective surplus
contributions were discounted to the same date as described in Section II.
The sum of each model cell's historical and prospective values as of the
Statement Date was divided by the model cell's in force amount as of the
Statement Date to calculate that cell's AC factor. Where model cells were
differentiated on a finer basis than the differentiation used for dividend
determination, model cell calculations were aggregated for the purpose of
determining a single AC factor. The in force amount was either the statutory
policy reserve or the face amount depending on the plan or rider benefit and
issue year. Each eligible policy's AC was then determined from its actual in
force amount as of the Statement Date and the AC factor for the appropriate
model cell. These factors were interpolated and extrapolated (subject to limits
where appropriate, after which the same factor was used without further
extrapolation) to establish factors for all existing issue year/issue age
combinations.
3. Overview of Data and Modeling
Historical and prospective ACs were developed for various model cells that were
defined by combinations of representative plans, underwriting classes, issue
ages, issue years and premium rate blocks. AC factors for these model cells were
represented, in most cases, as a percent of statutory reserve. For ETI, Term
Insurance and 1998 and 1999 issues of permanent plans, AC factors were expressed
on a per thousand of insurance basis. Separate factors were developed for the
base policies and for certain dividend options and riders.
4. Description of Experience - Historical
For Pre-1960 Contributions:
MetLife currently uses an approach to reflect policy experience in determining
dividends referred to as the Dividend Fund method. Beginning in 1960, MetLife
has used this approach for all ordinary life dividend-paying policies. Due to
strong analogies between the Dividend Fund approach and the historical
calculation of ACs, historical ACs for pre-1960 surplus contributions were
determined using the Dividend Fund as of December 31, 1959, with certain
adjustments.
For Contributions from 1960 and later:
Gross Premiums: Gross premiums were based on annual premium rates adjusted to
reflect the impact of modal loads and policy fees.
Death Claims: It is MetLife's general practice to reflect fully actual mortality
experience in the base policy dividends. As such, the mortality rates implicit
in the dividend scales
Actuarial Contribution Memorandum Page 13 November 16, 1999
<PAGE> 490
are reasonably consistent with actual experience. Where available, company
experience studies were used to develop historical mortality assumptions. Where
such studies were not available, mortality was assumed to be consistent with
either the rates implicit in the historical dividend scales, for dividend paying
policies, or pricing assumptions, for non-dividend paying policies. Mortality
for riders and dividend options was identical to that of the base policy.
Commissions: Commission assumptions, including service fees and other items
included in the commissions line of the annual statement, were developed based
on commission rates available from historical agent contracts. These rates were
adjusted to reflect agent termination experience since MetLife does not provide
vesting privileges to its full-time career agents.
Expenses: For dividend paying business, unit expense factors used in the
determination of dividends were used to calculate preliminary expense amounts
for each cell. For non-dividend paying business, pricing factors were used to
arrive at these preliminary amounts. The preliminary amounts were then adjusted
by gross-up factors that varied by calendar year. As noted in Section II,
expense gross up factors in all years were developed on a combined basis for
MetLife US Traditional Life, Industrial Life and Universal Life. The gross-up
factors for the years through 1993 were developed such that, when applied to
unit expenses, the entire annual statement expenses for the aggregated LOBs
(MetLife US Traditional Life, Industrial Life and Universal Life) were generally
reproduced over years or periods of years (other than those items listed as
exceptions in Section II). As also noted in Section II, unit expenses for the
1993 and later calendar years were graded from 1993 levels into MetLife's
prospective business plan expenses.
Dividends: Actual dividends payable in a calendar year were used for each model
cell. Where factors were unavailable, reasonable estimates were produced based
on available information.
Miscellaneous Gains: Gains associated with Miscellaneous Riders that are a
direct adjunct to the base policy were calculated in aggregate for each calendar
year and spread among all policies then in force. This included riders such as
non-dividend paying Waiver of Premium, Accidental Death, and Guaranteed
Insurability Rider. These gains were calculated based on annual statement data
and supporting detail. A separate AC was determined for riders that provide
benefits similar to benefits in stand-alone policies and for any rider which
provides dividends. This included riders such as One-Year Term Insurance and
Spousal One-Year Term Insurance. In these cases, the rider AC (positive or
negative) was added to the AC for the corresponding base policy.
Actuarial Contribution Memorandum Page 14 November 16, 1999
<PAGE> 491
5. Description of Experience - Prospective
For all policies that were included in the Closed Block, the Closed Block
assumptions (which are documented in the Closed Block Memorandum) were used for
the calculation of prospective ACs with the following exceptions:
- - Expenses - As also noted in Section II, unit expenses for the 1993 and later
calendar years were graded from 1993 levels into MetLife's prospective
business plan expenses. These expense assumptions were used rather than the
expenses charged to the Closed Block.
- - Commissions - Closed Block funding includes no provision for the payment of
commissions. AC calculations include such cash flows. Prospective commission
rates are assumed to equal calendar year 1998 rates. These rates were
adjusted to reflect agent termination experience since MetLife does not
provide vesting privileges to its full-time career agents.
- - Prospective Earned Rates - Closed Block assets represent a subset of the
total assets supporting the block of business. In order to calculate
prospective earned rates, all assets supporting the line were included.
- - Federal Income Taxes - In the Closed Block calculations, the effective tax
rate was increased to account for the payment of certain state income taxes.
For AC purposes, these state income taxes are accounted for in the
derivation of the Exhibit 6 expense factor. Also, the amortization of
existing DAC tax balances was excluded from the closed block, but is
considered in calculation of prospective AC.
For policies that are not in the Closed Block, prospective assumptions were
developed based on the most recently available data and in a manner consistent
with the development of historical assumptions.
Actuarial Contribution Memorandum Page 15 November 16, 1999
<PAGE> 492
III. B. TNE - TRADITIONAL LIFE
1. Description of Business
The Traditional Life business is composed of participating policies issued from
1918. It can be viewed in five segments: Premium Paying Permanent, Paid-Up
Additions Riders ("PUARs"), Term Insurance, RPU and ETI.
The largest of these is the Premium Paying Permanent segment that includes over
500,000 policies. It includes primarily dividend paying, participating life
insurance policies along with any associated dividend options. This segment
consists of both non-pension and pension (qualified) plans. Included also in
this segment are Flexible Term Riders ("FTR") and Term Insurance Option Riders
("TIO"). These FTR/TIO Riders are a combination of paid-up additional insurance
and one-year term insurance designed to produce a level amount of insurance
coverage, on a non-guaranteed basis.
There are two types of Paid-Up Additions Riders - single premium and annual
premium. The annual premium PUARs are a flexible premium product.
The Term Insurance has both dividend paying term coverage and non-dividend
paying term coverage. It also includes a small amount of term insurance riders.
The RPU and ETI segments represent policies that have elected these
non-forfeiture options.
2. Actuarial Methodology
As described below, a model was developed from the in force data as of the
Statement Date. Model cells were developed for representative plans,
underwriting classes, issue years, issue ages, genders, loan rates and tax
qualification status. Minor plans were mapped into major plans with similar
characteristics. Policies with certain plan characteristics were also combined
in determining model cells in those situations where small in force amounts
warranted such consolidation. Model distinctions were maintained where both
material differences in policy characteristics and material in force amounts
were present. Historical and prospective projections of statutory contribution
to surplus were developed employing the respective assumptions as outlined
below. Historical surplus contributions were accumulated with interest to the
Statement Date and prospective surplus contributions were discounted to the same
date as described in Section II.
The sum of each model cell's historical and prospective AC as of the Statement
Date was divided by the model cell's in force amount as of the Statement Date to
calculate that cell's AC factor. The in force amount was either the statutory
policy reserve or the face
Actuarial Contribution Memorandum Page 16 November 16, 1999
<PAGE> 493
amount depending on the plan or rider benefit. Each eligible policy's AC was
then determined from its actual in force amount as of the Statement Date and the
AC factor for the appropriate model cell. These factors were interpolated and
extrapolated (subject to limits, where appropriate, after which the same factor
was used without further extrapolation) to establish factors for all existing
issue year/issue age combinations.
3. Overview of Data and Modeling
Historical and prospective ACs were developed for various model cells that were
defined by combinations of representative plans, underwriting classes, issue
ages, issue years, genders, loan rates and tax qualification status. AC factors
for these model cells were represented, in most cases, as a percent of statutory
reserve. For ETI, Term Insurance and 1998 and 1999 issues of permanent plans, AC
factors were expressed on a per thousand of insurance basis. Separate factors
were developed for the base policies and for material dividend options and
riders.
4. Description of Experience - Historical
Gross Premiums: Gross premiums were based on annual premium rates adjusted to
reflect the impact of modal loads and policy fees.
Death Claims: Until very recently, it has been TNE's general practice to reflect
fully actual mortality experience in the base policy and paid-up additions
dividends; in the last five years, mortality experience has diverged from that
which is reflected in dividends. Where available, company experience studies
were used to develop historical mortality assumptions, and to the extent that
recent experience has diverged from that which underlies the dividend scale,
such divergence has been reflected in the calculation of historical ACs. Where
such studies were not available, mortality was assumed to be consistent with
either the rates implicit in the historical dividend scales, for dividend paying
policies, or pricing assumptions, for non-dividend paying policies. Mortality
for riders and dividend options was identical to that of the base policy.
Commissions: Commission rates, including any service fees and other items
included in the commissions line of the annual statement, were developed based
on commission rates available from historical agent contracts. These rates were
adjusted to reflect agent vesting and survivorship rates consistent with TNE's
pricing practices.
Expenses: For dividend paying business, unit expense factors used in the
determination of dividends were used to calculate preliminary expense amounts
for each cell. For non-dividend paying business, pricing factors were used to
arrive at these preliminary amounts. The preliminary amounts were then adjusted
by gross-up factors that varied by calendar year. The gross-up factors were
developed such that, when applied to unit
Actuarial Contribution Memorandum Page 17 November 16, 1999
<PAGE> 494
expenses, the entire annual statement expenses for the LOB were generally
reproduced (other than those items listed as exceptions in Section II).
Dividends: Actual dividends payable in a calendar year were used for each model
cell. In some cases, where factors were unavailable, reasonable estimates were
produced based on available information.
Miscellaneous Gains: Gains associated with Miscellaneous Riders that are a
direct adjunct to the base policy were calculated in aggregate for each calendar
year and spread among all policies then in force. This included riders such as
non-dividend paying Waiver of Premium, Accidental Death, and Guaranteed
Insurability Rider. These gains were calculated based on annual statement data
and supporting detail. A separate AC was determined for riders that provide
benefits similar to benefits in stand-alone policies and also for any rider
which provides dividends. This included riders such as One-Year Term Insurance
and Spousal One-Year Term Insurance. In these cases, the rider AC (positive or
negative) was added to the AC for the corresponding base policy.
5. Description of Experience - Prospective
For all policies that were included in the Closed Block, the Closed Block
assumptions (which are documented in the Closed Block Memorandum) were used for
the calculation of prospective ACs with the following exceptions:
- - Expenses - AC calculations were based on expenses in current business plans
rather than the expenses charged to the Closed Block.
- - Commissions - Closed Block funding includes no provision for the payment of
commissions. AC calculations include such cash flows. Prospective commission
rates are assumed to equal calendar year 1998 rates. These rates were
adjusted to reflect agent vesting and survivorship rates consistent with
TNE's pricing practices.
- - Prospective Earned Rates - Closed Block assets represent a subset of the
total assets supporting the block of business. In order to calculate
prospective earned rates, all assets supporting the line were included.
- - Federal Income Taxes - In the Closed Block calculations, the effective tax
rate was increased to account for the payment of certain state income taxes.
For AC purposes, these state income taxes are accounted for in the
derivation of the Exhibit 6 expense factor. Also, the amortization of
existing DAC tax balances was excluded from the closed block, but is
considered in calculation of prospective AC.
For policies that are not in the Closed Block, prospective assumptions were
developed based on the most recently available data and in a manner consistent
with the development of historical assumptions.
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III. C. CANADA - TRADITIONAL LIFE POLICIES
1. Description of Business
Most of the Canadian Branch business of MetLife was transferred to Clarica Life
(formerly known as The Mutual Life Assurance Company of Canada) in July 1998.
Only a small number of the Traditional Life policies were owned by New York
residents, were not transferred and remain in force with MetLife.
2. Actuarial Methodology
For each retained policy, historical contributions to surplus were calculated
for each historical year. Prospective contributions to surplus were based on a
gross premium reserve calculated using best estimate assumptions. Model cells
were developed for representative plans, underwriting categories, issue years,
genders, issue ages and loan rates. Minor plans were mapped into major plans
with similar characteristics. Historical surplus contributions were accumulated
with interest to the Statement Date and prospective surplus contributions were
discounted to the same date as described in Section II to determine an AC factor
for each cell. This AC value is calculated in Canadian dollars and converted to
US dollars as of the valuation date by dividing the calculated AC value by the
exchange rate as of the Statement Date.
3. Overview of Data and Modeling
For Pre-1960 Contributions:
Prior to 1963, the Canadian Branch of MetLife was managed together with the US
business and no separate experience for Canada was available. Therefore, the
approach for the Canadian business to calculate the pre-1960 contributions was
the same as the methodology used for the US business. See Section III.A for
further details.
For Contributions from 1960 and later:
The ACs for Canadian policies were calculated on a seriatim basis. The
historical contributions to surplus were produced using the product data (e.g.,
premium rates, modal loadings and guaranteed values) and experience assumptions
developed from company financial data. The contribution to surplus developed by
the model was calculated on a gain by source basis.
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4. Description of Experience - Historical
Summary annual financial experience was developed in the form of Canadian
Currency Balance Sheet ("CCBS") statements for each year of business from 1963
through 1997, as well as Dividend Rulings beginning with 1959 and ending with
1994. These documents were used to create the assumptions used in the modeling
process.
Historical assumptions for earned rates, expenses, interest on free surplus,
catastrophic charges, tax rates, and credited rates (base, AI, and DWI) were
determined based on information obtained from the Canadian experience found in
the CCBS and the Canadian Dividend Rulings. US assumptions on the same business
were used where no information was available.
5. Description of Experience - Prospective
The Canadian statutory reserves for the Traditional Life were calculated by the
Canadian Branch using the Policy Premium Method ("PPM"), using best estimate
assumptions with an explicit provision for adverse deviation ("PAD"). The
calculation of the prospective AC followed a similar methodology, but used the
best estimate assumptions (with all PADs removed). Each future dividend was
apportioned between cash, AI, and DWI elections. Election percentages were
determined from MetLife Canadian Branch information on dividend elections in
1997. All projected lapses were assumed to be paid in cash.
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IV. INDUSTRIAL LIFE
IV. A. METLIFE US - INDUSTRIAL LIFE
1. Description of Business
The Industrial Life business is composed of participating policies issued from
1901 through 1965. It can be viewed in four segments: Premium Paying/Fully Paid
Up, RPU, ETI, and Miscellaneous Riders. For MetLife US - Industrial Life, the
term "Premium Paying" refers to business in the original contractual premium
paying period. Although future premiums have been waived, some policy values
differ based on the contractual premium paying status.
The largest of these is the Premium Paying/Fully Paid Up segment that includes
over 1.9 million policies. It includes primarily dividend paying, participating
life insurance policies along with any associated additional insurance.
The RPU and ETI segments represent policies that have elected these
non-forfeiture options.
Miscellaneous Riders include riders such as Accidental Death and Loss of
Eyesight or Limb.
2. Actuarial Methodology
As described below, a model was developed from the in force data as of the
Statement Date. Model cells were developed for representative plans, issue
years, issue ages, premium rate blocks and dividend paying status. Minor plans
were mapped into major plans with similar characteristics. Policies with certain
plan characteristics were also combined in determining model cells in those
situations where small in force amounts warranted such consolidation. Model
distinctions were maintained where both material differences in policy
characteristics and material in force amounts were present. Historical and
prospective projections of statutory contribution to surplus were developed
employing the respective assumptions as outlined below. Historical surplus
contributions were accumulated with interest to the Statement Date and
prospective surplus contributions were discounted to the same date as described
in Section II.
The sum of each model cell's historical and prospective values as of the
Statement Date was divided by the model cell's in force amount as of the
Statement Date to calculate that cell's AC factor. Industrial Life model cells
were generally not differentiated on a finer basis than the differentiation used
for dividend determination. The in force amount was either the statutory policy
reserve or the face amount depending on the plan or liberalization (described
below). Each eligible policy's AC was then determined from its
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<PAGE> 498
actual in force amount as of the Statement Date and the AC factor for the
appropriate model cells. These factors were interpolated and extrapolated
(subject to limits, where appropriate, after which the same factor was used
without further extrapolation) to establish factors for all existing issue
year/issue age combinations.
3. Overview of Data and Modeling
Historical and prospective ACs were developed for various model cells that were
defined by combinations of representative plans, issue ages, issue years,
premium rate blocks, and dividend paying status. AC factors for these model
cells were represented, in most cases, as a percent of statutory reserve.
Separate factors were developed for the base policies and additional insurance.
In 1986, MetLife implemented a liberalization program whereby certain policies
meeting specific criteria received an increase in death benefit. Since not all
Industrial policies met these criteria, AC factors for the marginal AC impact
due to the increased death benefit coverage were calculated as a percent of the
associated liberalization face amount. For ETI, AC factors were expressed on a
per thousand of insurance basis.
4. Description of Experience - Historical
Gross Premiums: Model parameters include premium mode. As such, modal gross
premiums based on representative plans were used. Note that beginning in 1981,
all gross premiums were voluntarily waived by MetLife. However, in some cases
reserves and cash values are still consistent with the original contractual
premium paying status. Dividend experience continues to be evaluated based on
the original premium mode of the contract.
Death Claims: Industrial Life mortality studies were limited in terms of
availability and detail. Mortality assumptions were therefore derived based on
annual statement data, as well as relevant available experience.
Commissions: Commission assumptions, including any service fees and other items
included in the commissions line of the annual statement, were developed based
on commission rates available from historical agent contracts.
Expenses: Unit expense factors used in the determination of dividends were used
to calculate preliminary expense amounts for each cell. These preliminary
amounts were then adjusted by gross-up factors that varied by calendar year. As
noted in Section II, expense gross up factors in all years were developed on a
combined basis for MetLife US Traditional Life, Industrial Life and Universal
Life. The gross-up factors for the years through 1993 were developed such that,
when applied to unit expenses, the entire annual statement expenses for the
aggregated LOBs (MetLife US Traditional Life, Industrial Life and Universal
Life) were generally reproduced over years or periods of years (other
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<PAGE> 499
than those items listed as exceptions in Section II). As also noted in Section
II, unit expenses for the 1993 and later calendar years were graded from 1993
levels into MetLife's prospective business plan expenses.
Dividends: Actual dividends payable in a calendar year were used for each model
cell. In some cases, reasonable estimates were produced based on available
information.
Miscellaneous Gains: Gains associated with Miscellaneous Riders were allocated
to all policies. These gains were calculated based on annual statement data and
supporting detail.
5. Description of Experience - Prospective
All MetLife US Industrial policies were included in the Closed Block. The Closed
Block assumptions (which are documented in the Closed Block Memorandum) were
used for the calculation of prospective ACs with the following exceptions:
- - Expenses - As also noted in Section II, unit expenses for the 1993 and later
calendar years were graded from 1993 levels into MetLife's prospective
business plan expenses. These expense assumptions were used rather than the
expenses charged to the Closed Block.
- - Prospective Earned Rates - Closed Block assets represent a subset of the
total assets supporting the block of business. In order to calculate
prospective earned rates, all assets supporting the line were included.
- - Federal Income Taxes - In the Closed Block calculations, the effective tax
rate was increased to account for the payment of certain state income taxes.
For AC purposes, these state income taxes are accounted for in the unit
expense factors.
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<PAGE> 500
IV. B. CANADA - INDUSTRIAL LIFE POLICIES
1. Description of Business
The Industrial Life business is composed of participating policies issued from
1901 through 1964. It can be viewed in four segments: Premium Paying/Fully Paid
Up, RPU, ETI, and Miscellaneous Riders. Premium Paying refers to business in the
original contractual premium paying period. Although future premiums have been
waived, some policy values differ based on the contractual premium paying
status.
The largest of these is the Premium Paying/Fully Paid Up segment. It includes
primarily dividend paying, participating life insurance policies along with any
associated dividend options.
The RPU and ETI segments represent policies that have elected these
non-forfeiture options.
Miscellaneous Riders include riders such as Accidental Death and Loss of
Eyesight or Limb.
2. Actuarial Methodology
Industrial policies have not been written in Canada since 1964. Due to the fact
that the Canadian Industrial policies were written on the same policy forms as
the US Industrial policies and in general have had similar pricing and dividend
methodologies, the same methodology was used to calculate the AC factors as was
used to calculate the US Industrial AC factors. The US factors were modified to
take into account differences between US and Canadian business. The AC values
were calculated in Canadian dollars and converted to US dollars as of the
Statement Date by dividing the calculated AC values by the exchange rate as of
the Statement Date.
3. Overview of Data and Modeling
See the corresponding section on MetLife US Industrial policies.
4. Description of Experience - Historical
See the corresponding section on MetLife US Industrial policies.
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<PAGE> 501
5. Description of Experience - Prospective
See the corresponding section on MetLife US Industrial policies.
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<PAGE> 502
V. UNIVERSAL LIFE
V. A. METLIFE US - UNIVERSAL LIFE
This section sets forth the basis for determining the AC as of the Statement
Date with respect to the Company's block of participating Universal Life ("UL")
policies and contracts originally issued by MetLife for Individual Business
markets.
1. Description of Business
MetLife has issued participating UL policies of various forms and designs since
1984, continuing into the present. These UL policies were subdivided into three
major categories as defined by their design: Regularly Underwritten Fixed
Account, Simplified Underwriting/Payroll Deduction Fixed Account ("Metromatic"),
and Separate Account Variable UL ("VUL"). The Regularly Underwritten and VUL
plans compose most of the issues, with Metromatic accounting for less than 5% of
the in force on the Statement Date.
2. Actuarial Methodology
A representative model was developed to calculate AC factors for this LOB. The
in force was modeled into major plan groupings and funding levels. The
experience assumptions and contractual characteristics were used in the
historical model and prospective assumptions were utilized in the prospective
model. Adjustments were made to premiums, mortality and expenses, as described
below, and FIT as described in Section II. Historical and prospective
projections were developed for each model cell. Historical contributions to
surplus were accumulated with interest to the Statement Date and prospective
contributions to surplus were discounted to the Statement Date as described in
Section II.
These historical and prospective values were summed for each model cell to
produce the total AC per model cell. The total AC for each model cell was
divided by the total face amount (on the Statement Date) of each model cell.
This generated an AC factor for each model cell expressed as a percentage factor
relative to face amount. Each policy's AC was then determined from its actual
face amount and a two dimensional interpolation of its actual funding level and
issue age in relation to the modeled funding level and issue age.
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<PAGE> 503
3. Overview of Data and Modeling
Seriatim data for the UL policies were provided as of the Statement Date. The
data listings included important modeling parameters such as plan code, death
benefit option, size band, gender, rating class, smoking status, issue year and
issue age. Ratio factors or "funding levels" representing each policy's Account
Balance relative to its Net Level Premium ("NLP") reserve were derived and
incorporated into the UL model plans.
Historical information and data for the MetLife UL blocks were used to develop
important items such as credited rates, expenses, premium mode distribution,
loan utilization and premium persistency. The UL model utilized the historical
Company experience as to mortality, investment income and FIT levels, adjusted
appropriately for the specific criteria for each model cell.
4. Description of Experience - Historical
Gross Premiums: From the seriatim data on the Statement Date, an implicit
funding level was calculated for each policy as the ratio of its account value
relative to its NLP reserve. Major model plans were segmented into three
implicit funding levels: low, medium and high. For example, for a specific model
plan, "low" funding level would encompass all policies with fund values between
0% and 30% of the NLP reserve, "medium" between 30% and 55%, and "high" 55% or
more. Due to their newness, model plans representing 1998 issues were not
delineated into distinct funding levels. Instead, an historical average funding
ratio was used.
Historical assumptions as to gross premiums were set such that, together with
the appropriate premium persistency experience, the average Statement Date
funding level for each model plan cell was reproduced.
Premium Persistency: Historical premium persistency rates by plan, funding
level, issue age and duration were utilized in the historical model assumptions.
Mortality: Company experience mortality tables for UL were utilized. These
tables varied by gender, underwriting class, smoking status, calendar year, age
and duration.
Credited Rates: Historical crediting rates by plan, duration, and old money/new
money crediting strategy were utilized in the historical model assumptions.
Investment Income: Company experience as to net investment income and capital
gains (realized and unrealized) appropriate for the MetLife UL blocks was
utilized.
Dividends: Consistent with Company practice, no dividends were assumed in the
historical model.
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<PAGE> 504
Commissions: Commission assumptions, including any service fees and other items
included in the commissions line of the annual statement, were developed based
on commission rates available from historical agent contracts, including any
service fees and other items included in the commissions line of the annual
statement. Commissions were developed separately by plan, duration, issue year,
and "excess of target premium" status. These rates were adjusted to reflect
agent termination experience since MetLife does not provide vesting privileges
to its full-time career agents.
Expenses: Historical expense assumptions by plan and duration were derived from
historical unit expense pricing assumptions adjusted by gross-up factors that
varied by calendar year. As noted in Section II, expense gross up factors in all
years were developed on a combined basis for MetLife US Traditional Life,
Industrial Life and Universal Life. The gross-up factors for the years through
1993 were developed such that, when applied to unit expenses, the annual
statement expenses for the aggregated LOBs (for MetLife US Traditional Life,
Industrial Life and Universal Life) were generally reproduced over years or
periods of years (other than those items listed as exceptions in Section II). As
also noted in Section II, unit expenses for the 1993 and later calendar years
were graded from 1993 levels into MetLife's prospective business plan expenses.
Miscellaneous Gains: Gains associated with Miscellaneous Riders that are a
direct adjunct to the base policy, were calculated in aggregate for each
calendar year and spread among all policies then in force. This included riders
such as Waiver of Premium and Accidental Death. These gains were calculated
based on annual statement data and supporting detail.
5. Description of Experience - Prospective
Gross Premiums: Prospective assumptions as to gross premiums were a continuation
of the historical assumptions, adjusted for the appropriate premium persistency.
Premium Persistency: Historical premium persistency rates by plan, funding
level, issue age and duration were utilized to set the prospective model
assumptions.
Lapses: Experience lapse and withdrawal rates for UL plans that varied by
duration were utilized to set the prospective model assumptions.
Mortality: Company experience mortality tables for UL were utilized. These
tables varied by gender, underwriting class, smoking status, calendar year, age
and duration.
Credited Rates: Prospective crediting rates by plan and duration were set as a
continuation of the current interest margins as of the Statement Date.
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<PAGE> 505
Investment Income: Prospective investment income rates were based upon the asset
models developed by MetLife used in conjunction with the level interest scenario
of the 1998 year end Asset Adequacy Analysis.
Dividends: No dividends were assumed in the prospective model.
Commissions: 1998 commission scales split by plan, duration and "excess of
target premium" status were utilized. These rates were adjusted to reflect agent
termination experience since MetLife does not provide vesting privileges to its
full-time career agents.
Expenses: Prospective expense assumptions by plan and duration were derived from
unit expense pricing assumptions adjusted with gross-up factors. As also noted
in Section II, unit expenses for the 1993 and later calendar years were graded
from 1993 levels into MetLife's prospective business plan expenses.
Miscellaneous Gains: Gains associated with Miscellaneous Riders that are a
direct adjunct to the base policy, were calculated in aggregate for each
calendar year and spread among all policies then in force. This included riders
such as Waiver of Premium and Accidental Death. These gains were calculated
based on annual statement data and supporting detail. The AC factors for all UL
policies were adjusted as a result of this separate valuation.
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<PAGE> 506
V. B. TNE - UNIVERSAL LIFE
This section sets forth the basis for determining the ACs as of the Statement
Date with respect to the Company's block of participating UL policies and
contracts originally issued by TNE.
1. Description of Business
TNE issued participating UL policies of various forms and designs since 1982.
These UL policies were subdivided into three major categories as defined by
their design: Front-end loaded ("FEL" or "Vantage"), Back-end loaded, ("BEL" or
"Milepost"), and First-to-Die ("FTD" or "Joint UL"). By all measures, the BEL UL
is the largest category comprising more than 90% of in force UL policies. Most
of these policies were issued in the 1980s.
2. Actuarial Methodology
A representative model was developed to calculate AC factors for this LOB. The
in force was modeled into major plan groupings and funding levels. The
experience assumptions and contractual characteristics were used in the
historical model and prospective assumptions were utilized in the prospective
model. Adjustments were made to premiums, mortality, and expenses, as described
below, and FIT as described in Section II. Historical and prospective
projections were developed for each model cell. Historical contributions to
surplus were accumulated with interest to the Statement Date and prospective
contributions to surplus were discounted to the Statement Date as described in
Section II.
These historical and prospective values were summed for each model cell to
produce the total AC per model cell. The total AC for each model cell was
divided by the total face amount (on the Statement Date) of each model cell.
This generated an AC factor for each model cell expressed as a percentage factor
relative to face amount. Each policy's AC was then determined from its actual
face amount and a two dimensional interpolation of its actual funding level and
issue age in relation to the modeled funding level and issue age.
3. Overview of Data and Modeling
Seriatim data for the UL policies were developed as of the Statement Date. The
data listings included important modeling parameters such as plan code, death
benefit option, size band, gender, rating class, smoking status, issue year and
issue age. Ratio factors or
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<PAGE> 507
"funding levels" representing each policy's Account Balance relative to its NLP
reserve were derived and incorporated into the UL model plans.
Historical information and data for the TNE UL block were used to develop
important items such as credited rates, expenses, premium mode distribution,
loan utilization and premium persistency. The UL model utilized the historical
Company experience as to mortality, investment income and FIT levels, adjusted
appropriately for the specific criteria for each model cell.
4. Description of Experience - Historical
Gross Premiums: From the seriatim data on the Statement Date, an implicit
funding level was calculated for each policy as the ratio of its account value
relative to its NLP reserve. Major model plans were segmented into three
implicit funding levels: low, medium and high. For example, for a specific model
plan, "low" would encompass all policies with fund values between 0% and 30% of
the NLP reserve, "medium" between 30% and 55%, and "high" 55% or more. Due to
their newness, model plans representing 1998 issues were not delineated into
distinct funding levels. Instead, an historical average funding ratio was used.
Historical assumptions as to gross premiums were set such that, together with
the appropriate premium persistency experience, the average funding level for
each model plan cell was reproduced.
Premium Persistency: Historical premium persistency rates by plan, funding
level, issue age and duration were utilized in the historical model assumptions.
Mortality: Company experience mortality tables for combined traditional and UL
mortality that varied by gender, underwriting class, smoking status, calendar
year, age and duration were utilized.
Credited Rates: Historical crediting rates by plan, size band, duration and
crediting rollover strategy were utilized in the historical model assumptions.
Investment Income: Company experience as to net investment income and capital
gains (realized and unrealized) appropriate for the TNE UL block was utilized.
Dividends: Consistent with Company practice, no dividends were assumed in the
historical model.
Commissions: Commission assumptions, including any service fees and other items
included in the commissions line of the annual statement, were developed based
on commission rates available from historical agent contracts, including any
service fees and other items included in the commissions line of the annual
statement. Commissions were developed separately by plan, duration, and "excess
of target premium" status. These
Actuarial Contribution Memorandum Page 31 November 16, 1999
<PAGE> 508
rates were adjusted to reflect agent vesting and survivorship rates consistent
with TNE's pricing practices.
Expenses: Unit expenses based upon pricing assumptions were used to calculate
preliminary expenses amounts for each cell. The preliminary amounts were then
adjusted by gross-up factors that varied by calendar year. The gross-up factors
were developed such that, when applied to unit expenses, the entire annual
statement expenses for the LOB were generally reproduced (other than those items
listed as exceptions in Section II).
Miscellaneous Gains: Gains associated with Miscellaneous Riders that are a
direct adjunct to the base policy, were calculated in aggregate for each
calendar year and spread among all policies then in force. This included riders
such as Waiver of Premium and Accidental Death. These gains were calculated
based on annual statement data and supporting detail.
5. Description of Experience - Prospective
Gross Premiums: Prospective assumptions as to gross premiums were a continuation
of the historical assumptions, adjusted for the appropriate premium persistency.
Premium Persistency: Historical premium persistency rates by plan, funding
level, issue age and duration were utilized to set the prospective model
assumptions.
Lapses: Historical lapse rates for premium paying permanent ordinary life plans,
adjusted for UL experience in policy years 1-5, were utilized to set the
prospective model assumptions. The rates for tax qualified plans varied by issue
age and duration. The rates for non-tax qualified plans varied by smoker status,
issue age and duration.
Mortality: A continuation of company experience for combined traditional and UL
mortality that varied by gender, underwriting class, smoking status, calendar
year, age and duration were utilized.
Credited Rates: Prospective crediting rates by plan, size band, duration, and
crediting rate rollover strategy were set as a continuation of the current
interest margins as of the Statement Date.
Investment Income: Prospective investment income rates were based upon the asset
models developed by MetLife used in conjunction with the level interest scenario
of the 1998 year end Asset Adequacy Analysis.
Dividends: No dividends were assumed in the prospective model.
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<PAGE> 509
Commissions: 1998 commission scales split by plan, duration and "excess of
target premium" status were utilized. These rates were adjusted to reflect agent
vesting and survivorship rates consistent with TNE's pricing practices
Expenses: Expense assumptions were developed from recent company experience and
based on current business plans.
Miscellaneous Gains: Gains associated with Miscellaneous Riders that are a
direct adjunct to the base policy, were calculated in aggregate for each
calendar year and spread among all policies then in force. This included riders
such as Waiver of Premium and Accidental Death. These gains were calculated
based on annual statement data and supporting detail. The AC factors for all UL
policies were adjusted as a result of this separate valuation.
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VI. GROUP LIFE & HEALTH
VI. A. GROUP LIFE & HEALTH CONTRACTS - METLIFE US, TNE & CANADA
1. Description of Business
MetLife's Group Life and Health business has a number of components. In January
of 1995, a joint venture with The Travelers Insurance Company moved all the
Group Medical coverages of MetLife and The Travelers to a newly formed company
called MetraHealth. At the same time, MetLife acquired Travelers' non-medical
group lines of business through indemnity reinsurance until each policy was
either rewritten as a MetLife policy or it cancelled. In October of 1995, United
HealthCare acquired MetraHealth.
MetLife's Group Life and Health business primarily includes MetLife US business,
but also includes Canadian and the former TNE businesses. Each is described
later in this section.
The majority of MetLife's Group insurance business is "participating."
Participating business includes policies eligible for dividends from favorable
experience. Participating business also includes policies where the expected
dividend is reflected in prospective pricing rather than as a retrospective
dividend payment. This arrangement is known as "Advanced Dividend Discount
Option," or "ADDO."
Group Life products consist of: Basic Term, Optional Term, Dependent Term Life,
Group Universal Life ("GUL"), Group Variable Universal Life ("GVUL"), Paid-Up
Life, Survivor Income, Supplementary Contracts, Corporate Owned Life Insurance
("COLI"), and Post Retirement Benefit Funding Products ("PRB").
Group Health products consist of: Dental, Vision, Short Term Disability ("STD")
and Long Term Disability ("LTD"), Long Term Care ("LTC"), Accidental Death and
Dismemberment ("AD&D") and Medical.
MetLife has customers in each of the following business segments:
NATIONAL ACCOUNTS
National Accounts ("NA") services groups that generally include more than 25,000
employees.
THE NATIONAL SERVICE CENTER
The National Service Center ("NSC") services groups that generally include 200
to 25,000 employees.
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SMALL BUSINESS CENTER
The Small Business Center ("SBC") services groups that generally include fewer
than 200 participants, as well as business issued to associations.
SPECIALIZED BENEFIT RESOURCES
Specialized Benefit Resources ("SBR") services primarily corporate owned life
insurance products for which the employer is the owner and beneficiary. The
policies may be group or individual.
LONG TERM CARE GROUP
The Long Term Care Group ("LTCG") services individual and group LTC business.
CANADA
MetLife sold most of its Canadian book of business to Clarica in July 1998. A
few accounts were returned to MetLife at Clarica's request. Therefore, this
returned business was included in the Plan and this memorandum.
TNE
TNE formerly insured groups (now on MetLife paper) of generally fewer than 200
employees. A significant portion of this business is indemnity reinsured with
other companies.
2. Actuarial Methodology
ACs for the MetLife Group Life and Health business are generally composed of an
historical calculation (from issue date to the Statement Date) and a prospective
calculation for 20 years after the Statement Date, except for SBR and certain
PRB products which are based on a projection through the end of the mortality
table. The AC was calculated on an annual basis and then adjusted as applicable
for changes in reserve margins, FIT, persistency, interest, and growth.
Historical contributions to surplus were accumulated with interest to the
Statement Date and prospective contributions to surplus were discounted to the
Statement Date as described in Section II. The general methodology for
determining the AC follows one of two approaches, the Earnings by Source
Approach (Method I) or the Net Profit Margin Approach (Method II).
METHOD I - EARNINGS BY SOURCE APPROACH
Under Method I, the AC was determined based on the sum of three components:
underwriting margin, interest margin, and expense margin. This approach
generally applies to all cases in NA, NSC, LTCG, SBR, SBC non-ADDO association
business and the returned Canadian business. An exception is ADDO LTD coverage,
for which Method II was used for the years from 1992 and later.
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Underwriting margins were generally calculated as the sum of the following
components:
- - Contingency Charge Margin - pooled earnings from contingency/risk
charges reduced by losses from lapsed deficits and catastrophic claims.
- - Pool Charge Margins - pools are risk-sharing arrangements. In place of
the actual claims, a pool charge is assessed. For each pool, the
earnings are the excess of the charges less the actual claims.
Interest margins were generally calculated as investment income less interest
credits.
Expense margins were calculated as expenses charged less actual expenses.
METHOD II - NET PROFIT MARGIN APPROACH
Under Method II, the AC was determined based on total margin expressed as a
percentage of premium by risk classification. This approach was generally
applied to all cases in SBC (other than non-ADDO association business), former
TNE, and ADDO Long Term Disability business managed by NA and NSC for the years
from 1992 and later.
Net Profit is determined for each risk classification as the excess of premium
plus interest less claims and expenses.
3. Overview of Data and Modeling
Historical financial data was collected from a number of company sources. This
data was assembled into a standard format in a central repository. This
repository was the data source used for the AC calculation. There was no cell
based modeling except as described in Section VI.B.
4. Description of Experience - Historical
EXPENSES
Expense margins represent the excess of expense charges over actual expenses.
Actual expenses were based upon annual statement information.
UNDERWRITING
Underwriting margins consist of contingency charge and pool charge margins. The
underwriting margin factors were determined based on the aggregate MetLife
underwriting results over the relevant experience periods and risk
classifications.
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INTEREST
Net investment income and rates were determined by portfolio consistent with
Section II.B. of this AC memo. Interest margins were generally calculated as
investment income less interest credits.
OTHER
Several other experience-based factors were developed and incorporated into the
AC calculation. These include after-tax investment earnings adjustments on
surplus and reserve margin adjustments.
5. Description of Experience - Prospective
DATA PROJECTIONS
Assumptions used for the AC calculations were developed based upon actuarial
projections of data for each business segment.
In general, premium has been adjusted for growth. Expenses, deficits, dividends,
and reserves were projected based on simplified models.
- - Results in the prospective calculation were adjusted for persistency. The
persistency assumption varies by product.
- - COLI and certain PRB products profits were projected through the end of the
mortality table, based on the fact that these contracts represent a closed
block of lives and bear other similarities to individual policies.
- - With the exception of COLI and certain PRB products, since group profits
occurring more than 20 years into the future are considered speculative, no
future contributions to surplus were calculated beyond 20 years.
GROWTH FACTORS
In developing growth factors, consideration was given to previous experience and
current market conditions. Growth takes into account inflation and expected
changes to morbidity and mortality that may impact future premium.
6. Special Considerations
COMBINING FOR EXPERIENCE
Policies/products combined for experience (including policies/products no longer
in force) have been evaluated together for the determination of the eligible
policies' AC. This approach is consistent with how dividends have been
determined in the past.
CASE CONTINUATIONS
Similarly, where one or more policies have been replaced by one or more
policies, the experience under the succeeding policy or policies was treated as
a continuation of the
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experience under the prior policy or policies in accordance with the dividend
accounting for those policies.
POLICYHOLDER ACQUISITIONS AND DIVESTITURES
Where a MetLife policyholder acquired another MetLife policyholder, the AC for
the in force policy includes the AC from the acquired company's canceled policy,
provided the experience for the in force policy was treated as a continuation of
the canceled policy for dividend purposes.
Where a MetLife policyholder divested a portion of its business, the AC for the
period prior to divestiture generally remained with the entity that was the
policy owner prior to the divestiture, except when (1) prior deficits were
transferred to the divested companies, or (2) expense revenue, interest credits,
risk charges, or pooled charges were split at the time of the divestiture on an
historical basis. Reserve transfers alone do not result in a transfer of
ownership value prior to divestiture.
SALE OF MEDICAL BUSINESS
With respect to the sale of the Group Medical business prior to the Statement
Date, medical overhead and other expenses that were allocated to the Group
Medical business after the sale offset the sales proceeds of that business, and
the net gain was assumed to be reflected in normalized earnings after the sale
date.
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VI. B. CERTIFICATES OR INDIVIDUAL POLICIES - GROUP UL, LTC, COLI & OTHERS
This section describes the AC calculations for certain individual certificates
of Group Life & Health business and certain individual policies.
1. Description of Business
GUL/GVUL PAID-UP
This business consists of GUL and GVUL certificates whose holders have opted to
pay up their coverage by using the accumulation account as a net single premium.
INDIVIDUAL COLI
Corporate Owned Life Insurance ("COLI") has been issued in certain situations as
individual participating insurance. The business has been issued since 199l.
The Individual COLI policies are flexible premium UL contracts. There are three
different types of death benefits: level, increasing (face plus account value),
and a hybrid of the level and increasing. There are varying degrees of
underwriting classes (simplified versus guaranteed, smoker versus nonsmoker)
along with a limited number of rating classes. The cost of insurance ("COI")
rates vary by the underwriting class and rating class.
LONG TERM CARE
MetLife issues both group and individual LTC insurance. MetLife has been in the
group business since the mid-1980s, and the individual business since 1998. The
group business is issued either directly to the employer or to a trust. The
certificate holder pays the premium. Most of the individual policies are
non-participating, but there are certain situations where the business is
participating. In accordance with the Plan, the AC was calculated at the group
contract level for group business and at the individual level for the relatively
small number of individual participating policies. There is a subset of the
group business for which the AC was calculated at the certificate holder level.
This is done where the certificate holders have exercised their continuation
option and remained in force because the group cancelled. The certificates are
eligible for the AC as of the date they effected the continuation of the group
coverage.
GUL/GVUL POOLED PORTABLE
MetLife issues employee-pay-all GUL and GVUL. These products are flexible
premium products, and the certificate holder decides the amount and the timing
of premium payments.
Certificates under these coverages allow a certificate holder to continue
coverage with MetLife, on a direct-billed basis, if employment with the group
ends or, in certain circumstances, if the group cancels. Such certificates are
considered portable.
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There are two general types of financial arrangements for MetLife's GUL/GVUL
portable business: (a) ported certificate experience is separated from the group
experience and pooled with other ported certificates, or (b) ported certificate
experience is combined with the experience of the active group.
Where ported certificate experience is separated from the group experience and
pooled with other ported certificates, the AC was calculated at the certificate
holder level as of the date on which the exercise of the option to port became
effective. Where the ported certificate experience is combined with the
experience of the active group, the AC is included in the group level
calculations.
PORTABLE OPTIONAL GROUP TERM LIFE
MetLife's ported optional group term life business is issued through a trust and
consists of former optional group term life certificate holders who have opted
to continue their term life insurance coverage with MetLife on a direct-billed
basis after their employment with the group policyholder has ended. Portable
Optional Group Term Life is a relatively new product, which was first issued in
1994.
Upon exercising the option to port, new certificates are issued. The experience
is separated from that of the former group, and pooled with others who have
ported certificates in the optional group term life trust. The AC for these
certificate holders was calculated at the certificate holder level.
PORTABLE LTD
MetLife's ported LTD business is issued through a trust and consists of former
group LTD certificate holders who have opted to continue LTD coverage with
MetLife on a direct-billed basis after their employment with the group
policyholder has ended. The portable LTD option was first issued in 1995.
Upon exercising the option to port, new certificates are issued. The experience
is separated from that of the former group, and pooled with others who have
ported certificates in the LTD trust. The AC for these certificate holders was
calculated at the individual certificate holder level.
2. Actuarial Methodology
The historical AC for a given calendar year equals the annual surplus
contributions. These contributions were set equal to premiums plus net
investment income less cost of insurance, expenses, change in statutory reserve,
and FIT. Historical contributions to surplus were accumulated with interest to
the Statement Date.
The prospective AC for a given calendar year equals the future surplus
contributions. These contributions were set equal to premiums plus net
investment income less benefits, expenses, change in statutory reserve, and FIT.
These surplus contributions were
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discounted to the Statement Date using an after-tax net investment earnings rate
as described in Section II.
Differences in methodology are noted in the text that follows.
GUL/GVUL PAID-UP
The prospective AC does not include premiums, since the certificates are
paid-up.
LONG TERM CARE
There are no differences to the methodology stated above.
GUL/GVUL POOLED PORTED CERTIFICATES
There are no differences to the methodology stated above. All of the model cells
produced negative ACs, which were then set to zero.
PORTABLE OPTIONAL GROUP TERM LIFE
This pool is new and lacks fully credible data. Ported certificates are
anticipated to exhibit excess mortality. Models for ported experience indicate
there is negative AC from this class of business, which were then set to zero.
PORTABLE LTD
This pool is new and lacks fully credible data. Ported certificates are
anticipated to exhibit excess morbidity. Models for ported experience indicate
there is negative AC from this class of business, which were then set to zero.
3. Overview of Data and Modeling
GUL/GVUL PAID-UP
An individual cell-based model was used to develop AC factors as a percent of
face amount in force as of the Statement Date. The cells varied by pricing
basis, issue age, and issue year. Factors, which were developed for each of the
model cells, were interpolated so that each combination of pricing basis, issue
age, and issue year has a separate factor.
INDIVIDUAL COLI
The policies in force as of the Statement Date vary by issue age, issue year,
underwriting class, rating class, gender, and funding level. The future premium
patterns were established to meet expected funding requirements. The small
number of policies in force did not lend itself to the use of a model.
Therefore, an AC was calculated separately for each policy.
LONG TERM CARE
An individual cell-based model was used to develop AC factors as a percent of
premium in force as of the Statement Date. The cells varied by issue year, issue
age, benefit type (nursing home versus comprehensive), nonforfeiture type,
inflation type, and benefit
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period. Factors, which were developed for each of these model cells, were
multiplied by the individual premium amounts to determine the ACs.
GUL/GVUL POOLED PORTED CERTIFICATES
The GUL/GVUL pooled ported certificates were modeled, and ACs were determined,
for each individual model cell. The model cells varied by issue year and issue
age. The COI rates used were weighted average rates based on the in force as of
the Statement Date. All of the business was modeled with a face amount plus
account value death benefit.
4. Description of Experience - Historical
For all of the coverages discussed below, MetLife developed the net investment
rates by allocating assets and investment income to each of the products based
on an allocation of investment income from their respective LOB.
GUL/GVUL PAID-UP
The historical data for each model cell was produced using the appropriate
pricing basis. Gross single premiums were calculated using the appropriate
mortality, interest, and expense loading. Statutory and tax reserves were
assumed equal to net single premiums using the same assumptions, excluding the
expense loading. Historical cost of insurance was allocated to the model cells.
Historical expenses were assumed to be equal to the pricing expense loading,
adjusted for actual experience.
INDIVIDUAL COLI
The historical data for each policy was obtained from policyholder account value
statements. These statements include actual historical premiums, expense loads,
COI charges, withdrawals, and interest credited. Historical cost of insurance
was allocated to each policy using mortality rates based on MetLife's experience
mortality for this business. Historical expenses were based on pricing
assumptions with actual-to-expected adjustments. For each calendar year, the
difference between the allocated net investment rate and the average credited
rate for all individual COLI policies was determined. This difference was then
added to each policy's credited rate to determine that policy's net investment
rate. Tax reserves were set equal to statutory reserves, which were also set
equal to account values.
LONG TERM CARE
The historical data for each model cell was gathered from MetLife systems and
was equal to actual experience. Premiums and reserves were set equal to the
actual values for the business. Expenses, first year and renewal, were
represented as a percentage of premium. The percentages were developed based on
actual experience. Historical incurred claims were based on pricing assumptions
since the actual claim experience was not deemed credible due to the small
amount of actual experience.
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GUL/GVUL POOLED PORTED CERTIFICATES
The historical data for each model cell was gathered from MetLife systems and
was equal to actual experience. Premiums and reserves were set equal to the
actual values for the business. Expenses were represented as a percentage of
premium and per policy. These were developed based on actual experience.
Historical COI was allocated to the model cells.
5. Description of Experience - Prospective
GUL/GVUL PAID-UP
The prospective data for each model cell used the current best estimate
assumptions for this business. Statutory and tax reserves were equal to net
single premiums using pricing assumptions. Mortality rates were based on current
expectations. Lapses were based on experience with cash surrender values equal
to statutory reserves. There were no expenses allocated to the in force GUL/GVUL
Paid-Up as there are no material ongoing expenses required to administer this
business.
INDIVIDUAL COLI
The prospective data for each policy used the current best estimate assumptions
for this business and policy values were projected to the end of the mortality
table using the MetLife illustration system. The future premiums were calculated
to meet expected funding requirements. Statutory and tax reserves were set equal
to account values. Mortality rates were based on pricing assumptions that vary
by underwriting class and rating class and are expressed as various percentages
of the COI rates. Lapses were based on experience with cash surrender values
equal to account values. Prospective expense assumptions were derived from
expense pricing assumptions adjusted with a factor to current business plans.
LONG TERM CARE
The prospective data for each model cell used the current best estimate
assumptions for this business. MetLife's valuation system was used to project
premiums, claims, expenses and reserves.
GUL/GVUL POOLED PORTED CERTIFICATES
The prospective data for each model cell used the current best estimate
assumptions for this business. Mortality rates were based on current
expectations. Lapses were based on experience with cash surrender values equal
to statutory reserves. Expenses reflected recent experience and were based on
current business plans.
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VII. INDIVIDUAL HEALTH AND OTHER RELATED PLANS
In addition to Individual Health, this section also contains information for
small blocks of term life insurance that were issued using direct response
marketing. These blocks were included in this section because they were
administered in MetLife's SBC unit in conjunction with similarly marketed health
coverages.
VII. A. METLIFE US - INDIVIDUAL DISABILITY INCOME
1. Description of Business
The Individual Disability Income ("DI") LOB at MetLife was created about 1921
and has operated continuously since then. The oldest policy series with business
still in force is the 1949 series. DI coverage provides partial replacement of
earned income to policyholders that lose or have reduced ability to earn an
income from working according to the definition of total disability in the
policy. Benefits are payable while the insured remains disabled following an
elimination period to a specific age or for a fixed period of time which could
be the lifetime of the disabled policyholder. About 80% of MetLife's DI policies
are Non-Cancelable, and 20% are Guaranteed Renewable. There are a small number
of policies remaining in force that are Cancelable. Policies are generally
renewable to age 65. Many of the oldest policies that provided sickness coverage
were renewable to ages 60 or 55. Policies have no non-forfeiture values.
In addition to cash total disability benefits, several ancillary benefits are
offered. These would primarily include: waiver of premium (included on all
policies), overhead expenses coverage (as a base policy or an ancillary
benefit), accidental death and dismemberment benefit (referred to as the
principal sum benefit), optional definitions of total disability (usually as a
rider), partial and residual benefits for less than full disabilities, cost of
living adjustment benefits, return of premium rider and guaranteed purchase
options.
2. Actuarial Methodology
As described below, a model was developed from the DI in force data as of the
Statement Date. The essential criterion for defining a model cell was the policy
form. Minor plans were mapped into major plans with similar characteristics.
Historical and prospective projections of statutory contribution to surplus were
developed employing the respective assumptions as outlined below. Historical
surplus contributions were accumulated with interest to the Statement Date and
prospective surplus contributions were discounted to the same date as described
in Section II.
The sum of each model cell's historical and prospective values as of the
Statement Date was divided by the model cell's premium as of the Statement Date
to calculate that cell's AC factor. Each eligible policy's AC was then
determined from its actual premium as of
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the Statement Date and the AC factor for the appropriate model cell. No
interpolation or extrapolation was necessary.
3. Overview of Data and Modeling
The primary sources for historical experience data for MetLife US DI business
were the information contained in data files used to support filings to the New
York Insurance Department for minimum loss ratio regulations (New York Reg. 62)
and MetLife's annual statement. The Reg. 62 data is split by major policy forms.
This split provides a relatively homogeneous collection of policies within a
narrow range of issue years with similar profit expectations. Therefore, models
using policy form as the major modeling criterion sufficiently satisfied the
need to reflect a policy's issue year into the AC calculation. Gains associated
with riders that are a direct adjunct to the base policy were calculated in
aggregate for each calendar year and spread among all policies then in force.
Information from annual statement Analysis of Operations by Line of Business was
used either to develop assumptions or to validate results for various income
statement items.
4. Description of Experience - Historical
The Reg. 62 data for MetLife's DI 25 largest groups of policy forms was the
foundation of the historical experience data. For each major policy form, this
data included historical calendar year collected premiums, paid claims, paid
dividends, as well as unearned premium, policy and claim reserves. Historical
first year commissions and expenses were developed from actual data when
available or from other sources such as pricing assumptions. Renewal commissions
and expenses were solved for in order to validate to either annual statement
totals for the individual health LOB or, when available, DI only data.
Reinsurance costs were estimated from the reinsurance agreements.
The investment income allocation, including statutory capital gains (both
realized and unrealized) was calculated using the rates developed for this LOB
as described in Section II. These were applied to reserves plus one-half the
cash flows under the assumption that these cash flows on the average occur
mid-year. FIT rates were applied as also described in Section II.
5. Description of Experience - Prospective
For each modeled policy form, other than the exceptions noted below, prospective
after-tax profits as a percentage of premium were assumed to equal the policy
form's average historical after-tax profit margins for the five years ending
with the Statement Date,
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adjusted to remove the effects of historical acquisition related expenses and
commissions and to reflect future investment expectations. For Omni series
policy forms (which were issued during the 1990's) with active life reserves,
projections from the level interest scenario of MetLife's 1998 Asset Adequacy
Analysis were used to develop prospective contributions to surplus. These profit
margins were applied to a 50-year projection of future premiums. Future premiums
were projected using calendar year lapse rates developed from recent experience
assuming a closed block of business, and included anticipated maturity rates
based on the inforce as of the Statement Date. The present value of future
profits for all policy forms were discounted to the Statement Date using an
after-tax earnings rate for this LOB.
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VII. B. METLIFE US - PERSONAL MEDICAL INSURANCE
1. Description of Business
MetLife wrote individual medical coverage in the early 1950's. Policies in force
were issued from 1952 through 1994. A small number of policies were issued after
1994, and remain in force, for conversions from existing policies. A variety of
policies provided coverages that ranged from simple daily hospital cash benefits
to more encompassing major medical benefits. Initially written as cancelable
business, the company extended guaranteed renewal provisions to most policies in
the early 1970's and began writing new business on guaranteed renewable forms.
Premium payment variations include level, issue age premiums; step-rated,
attained age premiums; and, paid-up premiums. Effective July 1, 1995, MetLife
co-insured 100% of the business (along with group conversion medical business
described below) to Kanawha Insurance Company through a 100% co-insurance
arrangement which is proportional and non-refunding. About 44,400 policies
remained on MetLife paper but the risk and experience became Kanawha's. Claim
and policy reserves were transferred to Kanawha as of the effective date.
Kanawha took over all administration of the business. A reinsurance commission
and allowance on 1996 and 1997 premium receipts was paid to MetLife for the
transferred business.
2. Actuarial Methodology
AC factors were developed as a percentage of premium, except as noted for
certain paid-up (Continued Protection Policy) plans, as of the Statement Date.
For each issue year, the rate of after-tax gain or loss per dollar of premium
was accumulated with interest to the Statement Date as described in Section II.
The accumulation of all years' values from issue through the Statement Date
determined the historical contribution per $1 of premium for in force policies
of that issue year. For paid-up plans, the accumulation was converted to a
percentage of reserves using the current relationship of premium and reserves
for this policy form as of the Statement Date. For premium paying policies the
reinsurance commission plus 1996 and 1997 premium credit was determined and
added to the historical calculation for each issue year. For paid-up business,
the adjustment was made only for the reinsurance commission.
With the transfer of the business and administration to Kanawha in 1995, no
future gain or loss after 1997 accrues to MetLife and there was no prospective
AC attributed to these policies.
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3. Overview of Data and Modeling
Business was modeled using an income statement model for determining the
proposed historical calculation. There was no prospective contribution since the
policies and experience have been transferred to Kanawha. The model uses
statutory income statement data to develop an after-tax gain from operations.
For certain policies issued in the 1950's and 60's (Continued Protection) that
are paid-up at age 65 and are in force with only policy reserves, the premium
factor was converted to a percentage of reserves.
4. Description of Experience - Historical
Premiums: Annual statement reports and internal data were used to determine
earned premium for all calendar years in the model. One half year's premium was
used for 1995 to recognize the impact of the co-insurance arrangement.
Reinsurance Commission: The reinsurance agreement with Kanawha provided for
reinsurance commissions for the transfer of the Group Conversion and Personal
Medical policies plus a percentage of premiums paid in 1996 and 1997. These
earnings were adjusted for income and DAC taxes and distributed over the
transferred policyholders and reflected in the AC calculations. For premium
paying policies the per policy credit was converted to an after tax percent of
premium and accumulated with interest as described in Section II along with the
premium credit for 1996 and 1997 for an additional contribution as of the
Statement Date. For paid-up policies, the per policy credit was accumulated with
interest as described in Section II and converted to a percentage of reserves
for an additional contribution as of the Statement Date.
Benefits: Incurred benefits were input directly into the model. One half year's
benefits were used for 1995. Reserves were established at the end of each year
for MetLife's IBNR amounts. The ending reserve for June 30, 1995 was the amount
transferred to Kanawha.
Policy reserves: For each year beginning in 1955 the aggregate amount of policy
reserves were input into the model. The ending reserve for June 30, 1995 was the
amount transferred to Kanawha.
Expenses: For general expenses, taxes and fees the annual expense rates (general
and tax), as a percentage of premium, determined from MetLife's annual
statements were applied to earned premiums to determine expenses for all
policies for each year. The rates for the individual health LOB were used.
Commissions from annual statements and internal reports were input directly into
the model. One half year's expenses were used for 1995.
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Investment Income: Annual rates of investment income including capital gains and
losses for the individual health LOB were determined. These were applied to
beginning reserves and one half year's cash flow to impute investment earnings.
FIT: Calendar year FIT formulas and factors for the individual health LOB were
determined from MetLife's historical statutory and tax data. These were input
into the model to develop taxes. Direct DAC taxes for periods from 1990 were
determined using the accident and health rate and a 10 year amortization period.
Loss Adjustment: Annual experience prior to 1956 was not available, but MetLife
maintained a LOB surplus account that established the amount of cumulative
losses for the individual medical line as of December 31, 1995. The loss per $1
premium for policies issued 1952 through 1955 was determined by distributing
this negative surplus for the LOB as of December 31, 1955 equally over the four
years and dividing by the 1956 premium. Negative surplus, available from MetLife
records as of December 31, 1959 was adjusted back to December 31, 1955 using
model losses for the interim years.
Paid-Up Policies: MetLife issued limited benefit hospital and surgical expense
in the 1950's and 60's that became paid-up when the insured reaches age 65.
Policy reserves were established during the premium paying years and then were
released as the insured aged beyond age 65 covering the expected benefit
expenses. For these Continued Protection plans the AC factors were developed as
a percentage of the policy reserve on the Statement Date. The ratio of annual
premium to year-end policy reserve for Continued Protection policies still in
the premium-paying mode was determined as of the Statement Date. This factor was
used in the historical calculation to convert the per premium factor to a per
reserve factor for these policies.
5. Description of Experience - Prospective
With the transfer of the business and administration to Kanawha in 1995 no
future gain or loss after 1997 accrues to MetLife and there was no prospective
AC attributable to these policies.
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VII. C. METLIFE US - GROUP MEDICAL CONVERSIONS
1. Description of Business
As part of management of the group health business, MetLife issued individual
group conversion policies. Policies in force were issued beginning in 1954.
These policies provided hospital and medical expense coverage to group members
who terminated coverage but wished to retain health insurance. Group cases were
charged for the anticipated additional morbidity costs. Individual coverage
written attempted to match the terminating group coverage so business was
written on a number of hospital expense policy forms. MetLife did not maintain
individual form experience for the group conversion business. Effective July 1,
1995, MetLife transferred the block of business (along with other individual
health business) to Kanawha Insurance Company through a 100% co-insurance
arrangement that is proportional and non-refunding. About 6,600 policies
remained on MetLife paper but the risk and experience became Kanawha's. Claim
reserves were transferred to Kanawha as of the effective date. Kanawha took over
the administration. A reinsurance commission and allowance on 1996 and 1997
premium receipts was paid to MetLife for the transferred business.
2. Actuarial Methodology
AC factors were developed as a percentage of premium as of the Statement Date.
For each issue year the rate of after-tax gain or loss per dollar of premium was
accumulated with interest to the Statement Date as described in Section II. The
accumulation of all years' values from issue through the Statement Date
determined the historical contribution per $1 of premium for in force policies
of that issue year.
With the transfer of the business and administration to Kanawha in 1995 no
future gain or loss after 1997 accrues to MetLife and there was no prospective
AC attributable to these policies.
3. Overview of Data and Modeling
Business was modeled using an income statement model for determining the
proposed historical calculation. The model uses statutory income statement data
to develop an after-tax gain from operations. Adjustments have been made to
recognize the group conversion charge applied in group case dividend
calculations.
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4. Description of Experience - Historical
Premiums: Historical earned premiums were input directly into the model for all
calendar years, 1965 through 1995. One half year's premium were used for 1995 to
recognize the impact of the co-insurance arrangement.
Reinsurance Commission: The reinsurance agreement with Kanawha provided for
reinsurance commissions for the transfer of the group conversion and personal
medical policies plus a percentage of premiums paid in 1996 and 1997. These
earnings were adjusted for income and DAC taxes and distributed over the
transferred policyholders and reflected in the AC calculations. For the
calculation the per policy credit was converted to an after tax percent of
premium and accumulated with interest as described in Section II along with the
premium credit for 1996 and 1997 for an additional contribution as of the
Statement Date.
Benefits: Incurred benefits were input directly into the model for each calendar
year. One half year's benefits were used for 1995, consistent with premium
assumptions. Reserves were established at the end of each year for MetLife's
IBNR amounts. The ending reserve for June 30, 1995 was the amount transferred to
Kanawha.
Group Conversion Credit: MetLife assessed conversion charges to group policies
to make provision for expected excess morbidity under individual medical
conversion policies issued from the participating group. The credits arising
from these group conversion charges to group policies were used in determining
the actuarial contribution of individual medical conversion policies in order to
balance the charges applied in group calculations. MetLife incurred expenses
from Kanawha in 1996 and 1997 as the result of the continuing experience and
these charges have been applied in those years based on the premium reported to
MetLife by Kanawha.
Policy reserves: For each year beginning in 1965 the aggregate amount of policy
reserves was input into the model. The ending reserve for June 30, 1995 was the
amount transferred to Kanawha.
Excess Morbidity Reserves: MetLife established an additional reserve for adverse
claim experience. An initial reserve was determined in the aggregate as of 1991,
then adjusted annually thereafter. In the AC calculation this initial amount was
divided equally and charged as a reserve increase among the six years prior to
and including 1991 assuming an average 6-year life of conversion business. The
ending reserve for June 30, 1995 was the amount transferred to Kanawha.
Expenses: For general expenses, taxes and fees the annual expense rates (general
and tax), as a percentage of premium, determined from MetLife's annual
statements were applied to earned premiums to determine expenses. The rates for
the individual health LOB were used.
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Investment Income: Annual rates of investment income for the individual health
LOB were determined. These were applied to beginning reserves and one half
year's cash flow to impute investment earnings.
FIT: Calendar year FIT formulas and factors for the individual health LOB were
determined from MetLife's historical statutory and tax data. These were input
into the model to develop taxes. DAC taxes for periods from 1990 were determined
using the individual accident and health rate and a 10 year amortization period.
5. Description of Experience - Prospective
With the transfer of the business and administration to Kanawha in 1995 no
future gain or loss after 1997 accrues to MetLife and there was no prospective
contribution attributable to these policies.
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VII. D. METLIFE US - DIRECT RESPONSE BUSINESS
1. Description of Business
In 1984 MetLife issued group term life, group hospital indemnity and Medicare
Supplement master policies to a trust. Business was issued from 1984 through
1988 only. No new business was written after 1988. The policies provide
insurance coverage to eligible customers of Reader's Digest who enrolled in,
were accepted for, and who paid the full premium for coverage under the master
policy. The Plan provides that an AC is calculated on these certificate-holders
as individual policyholders. The Term Life policy provides insurance in
individually selected amounts of $25,000, $50,000, $75,000 or $100,000 until age
70 at which time coverage automatically converts to a $5,000 individual whole
life policy (regardless of original issue amount). The insured may elect to
convert to a whole life policy of equal face amount (50% after age 65) prior to
age 70 but none have done so. The Hospital Indemnity (income) policy provides a
daily benefit for benefit periods and elimination periods stipulated by
certificate (i.e. 2-year benefit period with 3-day elimination period). Spouse
coverage under the certificate was available. Coverage does not terminate at any
age. The Medicare Supplement policy provides limited medical coverage
coordinated with the Medicare program for covered persons over age 65.
Experience has been unfavorable and it is expected that losses will continue
into the future.
2. Actuarial Methodology
Aggregate models were developed for the life and health blocks of business.
Based on experience and model assumptions, as detailed below, it was determined
that total ACs were negative for each model cell.
3. Overview of Data and Modeling
MetLife administers the business. Limited summary annual financial experience
was available for 1988 through 1998 and detailed in force certificates as of the
Statement Date. Available financial experience since 1988 was put into the
model. In order to account for the acquisition of business in 1986 and 1987,
projections were made for these two years by extending the experience trends and
applying acquisition expenses appropriate for direct response solicitations.
Adjustments were made for general expenses and taxes, investment income and FIT.
Business was modeled separately as blocks of life or health business.
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4. Description of Experience - Historical
Benefits: The blocks of health and life businesses are small and decreasing as
certificates lapse. Claims experience fluctuates significantly by calendar year.
Increasing attained age premiums attempt to offset the anticipated increase in
morbidity with age, but during recent years claims have frequently exceeded
premium income. Rate increases are unlikely given the small and dwindling size
of the block.
Expenses: Since the direct response life and health business was managed
together and with similar procedures as the larger block of individual medical
business, general expenses for each block were determined using statutory
percentage of premium expense factors from the individual health LOB of the
annual statement for each year. Insurance taxes were determined in similar
fashion.
Acquisition expenses were determined from studies performed on industry business
substantially similar to the MetLife's business issued during the same period.
Based on these studies, first year acquisition expenses, including limited
underwriting expenses for life insurance, were reflected in the calculations.
Investment Income and FIT: For the projection, the investment income rates
(including capital gains) and FIT rates for MetLife's block of individual health
business were used.
For health insurance, calculations were computed on a projected percentage of
premium basis. For life insurance, calculations were computed on a projected per
certificate basis.
5. Description of Experience - Prospective
In general, the average after tax gain as a percentage of premium was determined
for the period of renewal years (1989 - 1998) and applied against projected in
force to project future earnings for 50 years after which earnings are
immaterial. Future persistency was based on recent experience and includes
conversion activity, which has been negligible.
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VII. E. METLIFE US - DIRECT MARKETED GROUP TERM LIFE
1. Description of Business
In October 1983, MetLife issued a group term life to age 70 policy to First
National Bank of Chicago. Business was issued in 1983, 1984 and 1985 only. No
new business was written after 1985. The Plan provides for the AC to be
calculated for this business as a group with a single AC. The policy provides
term life insurance to eligible charge card holders of the bank who enrolled in,
were accepted for, and who paid the full premium for coverage under the master
policy. Term life insurance, in a specified amount up to $75,000 is provided
until age 70 at which time coverage automatically converts to a $5,000
individual whole life policy (regardless of original issue amount). The insured
may elect to convert to a whole life policy of equal face amount (50% after age
65) prior to age 70. A supplemental rider provides annual additions to the face
amount (beginning on the first anniversary) of 10% of the original insurance for
a period of 10 years (the insured may stop future increase at any time). No
other supplemental benefits (waiver, ADB, etc.) are provided. Premiums are
charged on an attained age basis in 5-year age bands and are the same for the
base policy and additional insurance amounts.
From inception, MetLife maintained a reinsurance agreement with Peoples Benefit
Life Insurance Company (a subsidiary of AEGON USA). Peoples Benefit Life
provides complete administrative services for the block and reinsures 50% of the
business on a proportional coinsurance basis with no experience refunds. The
agreement stipulates the unit expense charges to be used for administrative
services. Peoples Benefit Life charges MetLife these expenses annually on
MetLife's retained portion of the business.
2. Actuarial Methodology
Historical AC for the group policy was developed on an annual basis and
accumulated to the Statement Date. Prospective AC was developed by projecting
the annual gain/loss for 50 years, after which earnings were immaterial and
discounting the accumulations to the Statement Date. The gross amount of the
total historical and prospective AC was multiplied by 50% to account for
MetLife's retained portion under the reinsurance agreement. Historical surplus
contributions were accumulated with interest to the Statement Date and
prospective surplus contributions were discounted to the same date as described
in Section II.
3. Overview of Data and Modeling
Business is administered for MetLife by Peoples Benefit Life. Summary annual
financial experience and in force certificates counts for each year of the
business since inception in
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1983 was provided by Peoples Benefit Life and used for modeling. Peoples Benefit
Life provided summary valuation data (age/duration) of statutory reserves and
amounts of insurance as of the Statement Date. Business was modeled as a block
using the historical experience adjusted for MetLife's investment income and FIT
expense.
4. Description of Experience - Historical
Mortality: The block is small and decreasing (all automatic increase options
have expired). Mortality experience fluctuates significantly by calendar year.
Increasing attained age premiums offset the anticipated increase in mortality
with age.
Conversion activity has been negligible; therefore, the model assumes no
conversions.
Expenses: MetLife expenses were determined from unit expense factors specified
in the reinsurance agreement. No additional expenses were charged since MetLife
does no policy administration on this small block of business. Insurance taxes
of 2.5% of premium, specified in the reinsurance agreement, were assumed.
Investment Income and FIT: With the small size of the block and its inclusion
with other direct response and personal medical business blocks for management,
the investment income rates (including capital gains) and FIT rates for the
years 1983 through 1998 for MetLife's block of individual health business were
used in the calculation.
An average amount of insurance for all certificates was used to calculate the
AC.
5. Description of Experience - Prospective
Future projections assumed mortality would continue at the average level
experienced during renewal only years (1986 through 1998) and that persistency
would continue at the average rate experienced over the five years prior to the
Statement Date.
Conversion activity has been negligible and was not included in the model.
Prospective experience assumptions were developed by trending the corresponding
historical assumptions for fifty years, after which earnings were immaterial.
Prospective AC was determined by summing the annual prospective gains discounted
to the Statement Date using an assumed after-tax earnings rate for the
individual health LOB.
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VII. F. METLIFE US - MEDICAL INSURANCE CERTIFICATES
1. Description of Business
MetLife issued hospital expense coverage to group certificate-holders. Policies
in force were issued from 1992 through June 1995. A small number of policies
were issued after June 1995, and remain in force, for family member conversions
from existing policies. The certificates provide insurance coverage to eligible
members of the MetLife Group Insurance Trust who enrolled in, were accepted for,
and who paid the full premium for coverage under the master policy. The Plan
provides for ACs to be calculated for these certificate-holders as individual
policyholders. The certificates provide major medical expense coverage until age
65. Dependent coverage was available.
Effective July 1, 1995 MetLife co-insured 100% of the business to Kanawha
Insurance Company with a proportional and non-refunding agreement. This was a
separate transaction from the transfer of personal medical and group conversion
business noted above. The agreement transferred all risk and future gain/loss to
Kanawha. Kanawha took over all administration of this business. Claim and
premium reserves were transferred to Kanawha as of the effective date. A
reinsurance commission was paid to MetLife for the transferred business.
2. Actuarial Methodology
AC factors were developed as a percentage of premium as of the Statement Date.
For each issue year, the rate of after-tax gain or loss per dollar of premium
was accumulated with interest to the Statement Date as described in Section II.
The accumulation of all years' values from issue through the Statement Date
determined the historical AC per $1 of premium for in force policies of that
issue year.
3. Overview of Data and Modeling
MetLife administered the business until the transfer to Kanawha. After July 1,
1995, Kanawha administered the business. Only limited financial experience data
for 1992 through 1995 was available, namely aggregate premium and claim
experience, policy forms and details of the reinsurance transaction and detailed
in force certificates as of the Statement Date. Business was modeled as a block
using the historical experience from 1992 through 1995 adjusted for MetLife's
investment income, statutory expense and FIT expense.
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4. Description of Experience - Historical
Morbidity: Annual incurred claims and change in claim reserves were developed
and used directly in the model. Ending reserves were those amounts transferred
to Kanawha.
Expenses: Since the business was managed as individual certificates along with
the individual medical business blocks, general expenses were determined using
statutory percentage of premium expense factors from the individual health LOB
of the annual statement for each year. Insurance taxes were determined in
similar fashion. Commission charges as a percent of premium were based on actual
experience and were charged to calendar years in relation to premium earned.
Reinsurance Commission: The reinsurance agreement with Kanawha provided for
reinsurance commissions to MetLife as part of the reinsurance settlement. This
was allocated to all certificates that were transferred and the after tax gain
per dollar of premium was accumulated with interest as described in Section II
and added to the historical values for each issue year.
Investment Income and FIT: For the projection, the investment income rates
(including capital gains) and FIT rates for all years for MetLife's block of
individual health business were used.
MetLife did not maintain historical counts of certificates. All gain/loss
accumulation calculations were completed on a percentage of premium basis.
5. Description of Experience - Prospective
Prospective AC factors were not determined for the remaining in force business
since all management and future gain/loss was transferred to Kanawha Insurance
as of July 1, 1995.
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VII. G. METLIFE US - NEW JERSEY INDIVIDUAL HEALTH POLICIES
1. Description of Business
Effective January 1, 1993, the New Jersey Individual Health Reform Law required
MetLife to participate in the Individual Health Coverage Program in order to
continue writing health benefit plans in the State. As a Program participant,
MetLife offered individual health coverage on an open enrollment basis to New
Jersey residents. Coverage limits are mandated. Rates are tightly regulated for
policies in the health pool and MetLife cannot increase them without regulatory
approval. For any year, MetLife can be assessed excess losses from the program
in addition to those benefits paid under its own policies. MetLife can seek
recovery of excess losses in certain circumstances but cannot recover more than
benefits and expenses less investment income. As such, profit expectations are
very limited and generally considered to be negative.
2. Actuarial Methodology
An aggregate model of the entire in force was developed as of the Statement
Date. Historical and prospective projections of statutory contribution to
surplus were developed using financial experience from 1993 through 1998. Based
on experience and model assumptions, it was determined that total ACs were
negative for each model cell.
3. Overview of Data and Modeling
See the "Actuarial Methodology" section above.
4. Description of Experience - Historical
See the "Actuarial Methodology" section above.
5. Description of Experience - Prospective
See the "Actuarial Methodology" section above.
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VII. H. TNE - INDIVIDUAL DISABILITY INCOME
1. Description of Business
TNE Individual DI contracts provide monthly benefits to policyholders during
periods of total or residual (partial) disability. TNE's portfolio of products
includes a broad array of policy forms for both personal and business uses with
optional riders that can modify the definition of disability or provide for
additional benefits under certain stated conditions. The vast majority of these
contracts are non-cancelable to age 65. Rates are guaranteed over the life of
the contract. Policies were first issued in 1977.
In 1990, the company entered into a reinsurance agreement with Paul Revere Life
Insurance Company. Claims that were open as of January 1, 1990 are reinsured at
40%, while active lives at January 1, 1990 and new business issued after the
inception of the agreement on January 1, 1990, are reinsured at 80%. This
reinsurance agreement is in the nature of a corporate transaction; as such, it
has been omitted for the purposes of calculating AC. (See Section II.B.6.)
Contracts issued prior to January 1, 1990 are participating; contracts issued on
or after January 1, 1990 are non-participating except in those states where
approval of the new policy forms was delayed.
2. Actuarial Methodology
As described below, a model was developed from the DI in force data as of the
Statement Date. The essential criterion for defining a model cell was the policy
form. There were no minor plans that needed to be mapped into a major plan.
Historical and prospective projections of statutory contribution to surplus were
developed employing the respective assumptions as outlined below. Historical
surplus contributions were accumulated with interest to the Statement Date and
prospective surplus contributions were discounted to the same date as described
in Section II.
The sum of each model cell's historical and prospective values as of the
Statement Date was divided by the model cell's premium as of the Statement Date
to calculate that cell's AC factor. Each eligible policy's AC was then
determined from its actual premium as of the Statement Date and the AC factor
for the appropriate model cell.
3. Overview of Data and Modeling
The primary sources for historical experience data for TNE's DI business were
the information contained in data files used to support the Policy Experience
("PE") exhibit
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of the annual statements and the annual statements themselves. The PE data was
only available for 1990 and later and was split by major policy form. This split
provides a relatively homogeneous collection of policies within a narrow range
of issue years with similar profit expectations. Therefore, models using policy
form as the major modeling criteria sufficiently satisfied the need to reflect a
policy's issue year in the AC calculation.
Information from annual statement Analysis of Operations by Line of Business was
used to develop surplus contributions for calendar years prior to 1990. This
data was also used in all years to either develop assumptions or validate
results for various income statement items.
4. Description of Experience - Historical
The PE data for the 10 TNE DI in force policy forms was the foundation of the
historical experience data. For each policy form, this data included historical
calendar year collected premiums, paid claims, paid dividends, as well as
unearned premium, policy and claim reserves. Historical commissions and expenses
were developed from annual statement data. Reinsurance costs were omitted as
noted above.
The investment income allocation, including statutory capital gains (both
realized and unrealized) was calculated using the rates developed for this LOB
as described in Section II. These were applied to reserves plus one-half the
cash flows under the assumption that these cash flows occur mid-year on average.
FIT rates were applied as also described in Section II.
5. Description of Experience - Prospective
For each modeled policy form, prospective after-tax profits as a percentage of
premium were assumed to equal the average historical after-tax profit margins of
the policy form for the five years ending with the Statement Date. These profit
margins were applied to a 50-year projection of future premiums. Future premiums
were projected using calendar year lapse rates developed from recent experience
assuming a closed block of business, and included anticipated maturity rates
based on the inforce as of the Statement Date. The present value of future
profits was discounted to the Statement Date using an after-tax earnings rate
for this LOB.
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VII. I. CANADA - INDIVIDUAL HEALTH POLICIES
1. Description of Business
The MetLife Canadian Branch has in force individual income and limited hospital
expense policies that were issued from 1955 through 1974. On the Statement Date,
there were a very small number of policies in force.
2. Actuarial Methodology
As of the Statement Date, the accumulated pre-tax earnings for each issue year
from 1955 through 1974 were negative. Recent experience has also been
unfavorable with large pre-tax losses being realized. There is no expectation of
future profits from the block. Tax impacts would have reduced the negatives, but
would not have made them positive. Given these considerations, it was determined
that every in force policy had a negative AC and therefore all ACs were set to
zero.
3. Overview of Data and Modeling
CCBS income statements and balance sheets for 1963 through 1998 were the source
of financial data. Earned premiums, incurred claims, commissions, expenses
(general and taxes/fees), dividends and miscellaneous income/expense were used
to develop cash flow for each calendar year. Investment income was then imputed
using the year's earned rate including capital gains applied to one-half the
cash flow plus the beginning aggregate (policy and claim) reserves. The increase
in aggregate reserves was subtracted. Adjustment was made for policy reserves
released on surrendering policies. This determined pre-tax gain. The resulting
gain was divided by premium to determine the pre-tax "per $1 premium"
contribution for the year.
For each issue year cohort, the pattern of developing gains/losses was
accumulated to the Statement Date as described in Section II. These accumulated
gains represent the historical contributions to surplus per dollar of premium
for policies of that issue year.
4. Description of Experience - Historical
Premium: For 1963 through 1998 earned premiums were taken from the CCBS income
statement. Since premiums were level for 1963 through 1965, a value of 4 times
the 1963 premium was used as an approximation of premium contributions from 1955
through 1962. The multiple of 4 was selected as a reasonable factor allowing for
start-up and initial growth of the block. (In the absence of data, this block
was treated as one
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issue year which, given the negative surplus position as of year end 1962 and
future losses, does not alter expected results.) Renewal premiums during the
years after 1974 exhibited a steady 10% lapse and this assumption was used to
determine surrender gains.
Claims: For 1963 through 1998, accident and health benefits were taken from the
CCBS income statement.
Commissions, General Expenses, Taxes and Fees: For 1963 through 1998, these
expense items were taken directly from the CCBS statement.
Dividends: Dividends were taken directly from the CCBS statement. They were
discontinued in 1971.
Cash Flow: Cash flow was determined as premium less benefits less expenses less
dividends less miscellaneous adjustments from the CCBS which were nominal. This
was an approximation of cash flow since the statement premiums and benefits
include adjustments for amounts due and unearned for example (but not the change
in aggregate reserve line item).
Investment Income: The pre-tax earned rate was determined from CCBS data. The
earned rate was applied to the beginning of year aggregate accident and health
reserves from the CCBS balance sheet plus half of the year's cash flow.
Increase in Aggregate Reserve: The reserve increases (increase in A&H and Other
reserves) were taken directly from the CCBS statements.
Adjusted Pre-tax Gain: Pre-tax gains were determined by adding investment income
and subtracting increases in reserves. For each year the resulting gain was
divided by premium to determine the per $1 premium contribution or loss.
Each issue year was tracked separately and credited with underwriting earnings
for each calendar year, as well as investment income on surplus for the issue
year block.
Income on Surplus: For each calendar year, the surplus for the LOB was taken
from the CCBS balance sheet and adjusted for any previous additional
contributions made by the Branch. For each issue year block, income was
attributed in each calendar year by applying the earned rate for that year to
the prior year's surplus balance.
5. Description of Results - Prospective
There is no expectation of future profits from the block. Each of the last six
years has experienced pre-tax losses. Accumulated losses are so extensive that
they would exceed future profits even in the unlikely absence of any future
benefits. The ACs for all policies in this block are expected to be negative and
no specific prospective AC calculation was performed.
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VIII. GROUP ANNUITIES
MetLife US's Institutional Annuity business is managed in two general account
segments - Department 24 Annuities and Department 11 Annuities, and in the
separate account. The Department 11 segment is composed of two subsegments, the
Long Term Directed Asset Subsegment ("LTDA") and the Structured Settlement
Subsegment ("SS"). AC calculation descriptions for these blocks are contained in
Sections VIII.A to VIII.C.
Certain products, such as some TSA and 403(b) annuities in the Individual
Annuities line of business, were issued on a group basis with group certificates
rather than individual contracts issued to the purchasers or other owners. Since
the product features for these group versions are virtually identical to the
product features for their individual counterparts, these products and their AC
calculations are described in Section IX.A (Met Life US - Individual Deferred
Annuities).
The TNE Group Annuity business consists of participating accumulation contracts,
both participating and nonparticipating payout annuities, and GICs. The
accumulation business consists of both general account and separate accounts.
All of the TNE Group Annuity business is considered qualified for tax purposes.
AC calculation descriptions for these blocks are contained in Sections VIII.D to
VIII.F.
MetLife sold most of its Canadian book of business to Clarica in July 1998. A
few accounts were returned to MetLife at Clarica's request. Therefore, this
returned business was included in the Plan and this memorandum.
VIII. A. METLIFE US - DEPARTMENT 24 GROUP ANNUITIES
1. Description of Business
Department 24 contains the four products listed below, all of which are
traditional participating annuities. All products in this Department are
participating.
Deferred Annuity and Deposit Administration contracts are guaranteed annuities
designed for defined benefit pension plans. Deferred Annuity contracts are
currently closed to new contributions, and dividends are no longer paid. Most
Deposit Administration contracts are inactive, that is, the contractholder has
ceased providing new contributions.
Immediate Participation Guarantee ("IPG") contracts provide general account or
separate account investment opportunities for defined benefit plans.
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Savings and Investment ("S&I") contracts are pure accumulation annuities for
defined contribution plans. S&I contracts feature minimum guaranteed rates and
credited rates which are reset annually.
For all products in this Department, interest rates credited to the contract
experience fund are determined after the close of a calendar year based on
actual investment earnings during that year.
The earliest issue date for a Department 24 contract that is still in force is
1924. No Department 24 contracts have been issued in the last several years.
There are a small number of US contracts that include Canadian employees and
Canadian contracts covering Canadian employees that were originally sold then
later returned to MetLife at Clarica's request. The AC for these contracts was
calculated using the methodology described below. The AC relating to the
Canadian employees of a US contract was added together with the AC relating to
the US employees of the same contract and reported as one value.
2. Actuarial Methodology
HISTORICAL METHODOLOGY
The calculation of historical ACs for Deferred Annuity and Deposit
Administration contracts used an income statement approach. Calculations were
based on items that affect statutory surplus. The annual AC was defined as
follows:
Contributions
+ Net investment income on mean statutory reserves
+ Other income and transfers
- Benefits paid
- Incurred expenses
- Dividends
- Risk charges retained (as described below)
- Increase in statutory reserves
+ Realized and unrealized capital gains and losses on mean
statutory reserves
- FIT incurred
Profit charges are embedded in the net investment income calculation and thus
are an addition to historical AC.
Risk charges were not viewed entirely as a source of profit to MetLife, but
rather partly as compensation for assuming risks associated with the business.
Risk charges retained are the portion of the risk charges needed to offset
losses sustained by the company.
The calculation of historical ACs for IPG and S&I contracts used an earnings by
source approach. Interest spreads, expense margins and other charges related to
specific costs
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(e.g. a charge for FIT) were included in the historical AC calculations. The
annual AC was defined to be as follows:
Interest spread on contract mean fund balances
+ Expense charges - incurred expenses
+ Other charges made to contract fund balances
+ Risk charges
- - Risk charges retained
- - Increase in surplus strain
+ Interest on mean surplus strain
+ Realized and unrealized capital gains and losses on mean contract fund
balances and mean surplus strain
- - FIT incurred
Profit charges are embedded in the interest earned calculations and thus are an
addition to historical AC. Risk charges retained are the portion of the risk
charges needed to offset losses sustained by the company.
The annual ACs under both methodologies were accumulated with interest to the
Statement Date as described in Section II.
PROSPECTIVE METHODOLOGY
Factors were developed by product type and, where material, by categories of
funds within product type, and applied to the statutory reserves as of the
Statement Date. The derivation of the factors is discussed below.
3. Overview of Data and Modeling
ACs were calculated for each contract separately. Several sources of data exist
for these contracts, including statutory reserves, tax reserves and contract
experience data for contributions, charges, transfers, benefit payments and fund
balances. For contracts where experience data or reserves were unavailable in a
given year, extrapolation and interpolation methods were used to estimate these
values. The AC factor in a given year for a contract with extrapolated or
interpolated values was based on the average AC factor for all contracts of the
same product type in that year.
4. Description of Experience - Historical
EXPENSES
Expenses were determined from the annual statement general insurance expense and
tax & fee expense allocated to the Department 24 Group Annuities from 1990
through 1998. Prior to 1990, incurred expenses were trended from the 1990
levels, as detailed expense
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analysis was unavailable. Incurred expenses were calculated and applied as a
percentage of expense charges made to contractholders.
INVESTMENT INCOME
Net investment income was developed independently for each contract, reflecting
the interest rates credited to contract experience funds, adjusted for profit
charges, any risk charges released and realized capital gains and losses.
Realized and unrealized capital gains and losses were developed based on
experience of the Department 24 Group Annuities. Prior to 1984, the realized and
unrealized capital gains and losses were based on the entire Group Annuity LOB.
MORTALITY
Mortality gains or losses are reflected implicitly in the experience funds of
all Department 24 Group Annuity contracts.
5. Description of Experience - Prospective
Prospective ACs were calculated based on the level interest scenario Asset
Adequacy Analysis performed as of the Statement Date. The projection period was
through the year 2050, which is consistent with Asset Adequacy Analysis
assumptions. Projections were developed at the product type level and, where
material, by categories of funds within product type. Contributions to surplus
beyond the year 2050 were determined to be immaterial. Experience assumptions
are based on company business plans. Contributions to surplus over the
projection period were discounted to the Statement Date at the after-tax earned
rates, and expressed as a percentage of the statutory reserves as of the
Statement Date.
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VIII. B. METLIFE US - DEPARTMENT 11 GROUP ANNUITIES
1. Description of Business
Department 11 contains long term payout annuity contracts, as well as shorter
term accumulation contracts. Not all of this business was written on
participating contract forms, and therefore only a portion of the business is
eligible for equity share distribution.
Products with participating contracts are described below. Products with only
nonparticipating contracts are not included. Most products contain a mix of
participating and nonparticipating contracts.
A Treasuries Plus contract is an accumulation annuity designed to meet clients'
liquidity needs. Credited rates are currently based on the 3-month Treasury
bill.
A Guaranteed Interest Contract ("GIC") is an accumulation annuity with a
guaranteed rate set at issue for a fixed time period based on then current
market conditions. Some additional features include benefit responsive
withdrawals and deposit windows, where funds received over some period of time
are credited the guaranteed rate.
A General Account Closeout is a Group Annuity contract covering the participants
of a defined benefit plan. The contract provides for the single payment purchase
of annuities to cover some or all of the accrued benefits of the pension plan's
participants. MetLife assumes all asset and liability risk and makes irrevocable
guarantees to participants.
A Terminal Funding contract is an annuity, typically in payout status, purchased
for a participant in a qualified or nonqualified pension plan. A contract can be
issued by MetLife that provides for the periodic purchase of annuities for
individuals on a single consideration basis.
A Structured Settlement contract funds the payment of money for personal
physical injury, wrongful death, or other claim for damages where at least part
of the settlement calls for future periodic payments. The "structure" can be the
result of an out-of-court settlement or can be established by the court. MetLife
guarantees all payments provided under the arrangement.
A Participating Mortgage Account contract is an agreement by MetLife to fund,
originate and administer 30 year fixed rate residential mortgages for plan
participants in return for considerations submitted to MetLife by the plan
sponsor. The contractholder is credited with the interest from the underlying
mortgages. MetLife realizes an interest spread only on any short term funds that
are held until invested in a plan participant's mortgage.
All of the GIC contracts of TNE, which were transferred to MetLife in 1996 as a
result of the merger, are included on the contract/reserve listing of MetLife's
Group Annuity LOB.
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Model cells were used to calculate ACs for certain classes of business within
the Department 11 Annuities segment. Where the calculations were positive, an AC
was calculated for each contract represented by the cell. Where the calculations
were negative, all contracts represented by the cell have an AC of zero.
2. Actuarial Methodology
HISTORICAL METHODOLOGY
The calculation of historical ACs for Structured Settlement, Terminal Funding
and Closeout contracts used an income statement approach. Calculations were
based on items that affect statutory surplus. The annual AC was defined as
follows:
Contributions
+ Net investment income on mean statutory reserves
+ Other income and transfers
- Benefits paid
- Incurred expenses
- Increase in statutory reserves
- FIT incurred
Net investment income was calculated based on earned rates used in the
contract's pricing. Where earned rates were unavailable, a reasonable proxy was
developed. Earned rates were adjusted to reflect asset calls, which are
triggered when interest rates decline. Since these pricing earned rates reflect
the total return, no explicit adjustment for capital gains and losses was
needed.
Historical ACs for GICs, Treasuries Plus and Participating Mortgage contracts
were calculated using an earnings by source approach. Interest and expense
margins were included in the historical AC calculations. The annual AC was
defined to be as follows:
Interest spread on contract mean fund balances
+ Expense charges - incurred expenses
- - FIT incurred
Net investment income was based on pricing earned rates or proxies, adjusted to
reflect asset calls where appropriate. There was no explicit adjustment for
capital gains and losses.
Department 11 Annuity products contain a risk charge element in the pricing,
which is a reduction to the credited interest rate or pricing rate. Because this
charge is viewed as compensation to MetLife for the assumption of various risks
rather than as a source of profit, interest rates used to develop net investment
income were adjusted to reflect MetLife's retention of these charges.
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The annual ACs under both methodologies were accumulated with interest to the
Statement Date as described in Section II.
PROSPECTIVE METHODOLOGY
Factors were developed by product type and applied to the statutory reserves as
of the Statement Date. The derivation of the factors is discussed below.
3. Overview of Data and Modeling
ACs were calculated for each contract separately. Several sources of data exist
for these contracts, including statutory reserves, tax reserves and contract
experience data for contributions, charges, benefit payments and fund balances.
For contracts where experience data or reserves were unavailable in a given
year, extrapolation and interpolation methods were used to estimate these
values.
4. Description of Experience - Historical
EXPENSES
Expenses were determined from the annual statement general insurance expense and
tax & fee expense allocated to the Department 11 Annuities from 1990 through
1998. Prior to 1990, incurred expenses were trended from the 1990 levels, as
detailed expense analysis was unavailable. Incurred expenses were expressed as a
percentage of mean reserves.
INVESTMENT INCOME
Long term and short term liabilities in Department 11 were combined to manage
duration and convexity risk, and as a result, earned rates associated with
specific products were not identifiable. For GICs, net investment income was
calculated based on the contract's pricing earned rate.
For other Department 11 products, pricing rates were not always available. The
30 year A-rated corporate bond rate achievable by MetLife's investment
department was available historically on a monthly basis. This rate, adjusted
for asset calls when interest rates declined, was used to develop historical net
investment income for Structured Settlements, Terminal Funding and Closeout
contracts when pricing rates were not available.
For Treasuries Plus and Participating Mortgage contracts, historical net
investment income was calculated based on the earned rates in MetLife's short
term portfolio, which is invested in assets consistent with the crediting
strategy on the Treasury Plus contracts.
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MORTALITY
For Structured Settlements, Terminal Funding and Closeout contracts, mortality
gains or losses are reflected directly in the AC calculation, due to the
relationship between reserve decreases and benefit payments. No mortality gains
or losses exist on the GIC, Treasuries Plus or Participating Mortgage products.
5. Description of Experience - Prospective
For Structured Settlements, Terminal Funding and Closeout contracts, prospective
ACs were calculated by product, based on the level interest scenario Asset
Adequacy Analysis performed as of the Statement Date. The projection period was
through the year 2050, which is consistent with Asset Adequacy Analysis
assumptions. Contributions to surplus beyond the year 2050 were determined to be
immaterial. Prospective ACs were expressed as a percentage of the statutory
reserves as of the Statement Date.
The prospective AC for GICs assumed that the pricing achievable spread continues
to the expiry of the current guarantee period. No renewals were projected.
Treasuries Plus contracts assumed a continuation of the short term rates in the
future. These contracts have no explicit expiry date. The prospective AC assumed
a projection period of 20 years. Group profits occurring more than 20 years into
the future on contracts without life contingent annuity payments were considered
speculative and no future contributions to surplus were calculated beyond 20
years.
Experience assumptions for all Department 11 products are based on company
business plans. Contributions to surplus over the projection period were
discounted to the Statement Date at the after-tax earned rates.
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VIII. C. METLIFE US - GROUP ANNUITY SEPARATE ACCOUNTS
1. Description of Business
MetLife has had separate accounts devoted to Institutional Annuity business
since 1965.
These separate accounts are diverse as to asset composition, asset manager
(internal or external) and product type.
There are four separate account product types.
Investment Management Only and Real Estate separate accounts contain no
guarantees. These products are analogous to the offerings of the money
management firms.
A Met Managed GIC ("MMGIC") is a GIC alternative using a separate account.
MMGICs provide periodic credited rate resets based on the asset performance and
net cash flow of the separate account. Differences between the market value and
book value of the separate account are managed through credited rate resets.
Separate Account Closeouts are Group Annuity contracts where the consideration
is invested in a separate account. MetLife makes irrevocable guarantees to the
plan participants. The contractholder is credited with positive underwriting and
investment experience gains.
2. Actuarial Methodology
HISTORICAL METHODOLOGY
A contract with separate account positions can be invested in multiple separate
accounts and multiple separate account product types at the same time. The
annual AC for a contract with separate account positions was based on the total
volume of assets invested in each separate account and product.
An investment profit margin was calculated for each separate account. This
profit margin was equal to the net investment management profit (investment
management charges less the investment management expenses incurred plus risk
charges) divided by the mean market value of the separate account.
A product expense margin was calculated for each separate account product. This
expense margin was equal to the net incurred product expenses, which are not
investment management related, divided by mean market value of all separate
accounts within a product type.
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Each contract received its prorata share, based on the contract's proportion of
mean market value to total market value, of investment profit margin and product
expense margin. FIT was deducted from the sum of the investment profit margin
and product expense margin.
The annual ACs were accumulated with interest to the Statement Date as described
in Section II.
PROSPECTIVE METHODOLOGY
Prospective ACs were developed by product type based on projections consistent
with calculations for the 1998 calendar year, as described further below.
3. Overview of Data and Modeling
ACs were calculated for each contract. In the case where a general account
product has a participating separate account position, as is the case with many
IPG contracts, the separate account AC was added to the general account AC
before setting negative values to zero.
Historical data at the contract level was generally available for all contracts.
Where historical information was unavailable, extrapolation and interpolation
methods were used to estimate these values.
4. Description of Experience - Historical
Incurred expenses associated with separate accounts were available from 1990
through 1998. Investment management expenses were related to the specific
separate account in which assets were invested. Non-investment management
expenses were fully charged to the appropriate separate account product type
based on internal financial allocations. All expenses were then allocated to the
contract level as a percentage of mean market value.
Prior to 1990, detailed expenses analysis was unavailable. Incurred investment
management expenses were kept constant at the 1990 level based on a review of
historical separate account fee schedules which indicated infrequent changes in
investment management charges.
Separate account non-investment management expenses were extrapolated. For
MMGICs and Separate Account Closeouts, expenses as a percentage of mean market
values were held constant at the 1990 level as these products were developed in
the late 1980s. For Investment Management Only and Real Estate separate
accounts, product type expenses were trended from 1983 to 1989, taking into
consideration the growth in the volume of business over this decade. Prior to
1983, separate accounts were only
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available as adjuncts to general account products, and expenses associated with
the separate accounts were not segregated.
5. Description of Experience - Prospective
For the Investment Management Only, Real Estate and MMGIC separate accounts, the
profit margins attained in 1998, adjusted to remove extraordinary items, were
projected to continue into the future. In most cases, these profit margins were
projected for 20 years, due to the fact that contributions to surplus beyond 20
years were considered speculative. The only exception was in the case of
separate accounts backing Department 24 Annuities where the projection continued
until the year 2050, consistent with Asset Adequacy Analysis assumptions.
Contributions to surplus beyond the year 2050 were determined to be immaterial.
For Separate Account Closeouts, the prospective ACs were calculated based on the
level interest scenario Asset Adequacy Analysis performed as of the Statement
Date. The projection period was through the year 2050.
Experience assumptions for all separate account products are based on company
business plans. Contributions to surplus over the projection period were
discounted to the Statement Date at the after-tax weighted average earned rates
for the associated general account liabilities, as described in Section II.
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VIII. D. TNE - GROUP ACCUMULATION CONTRACTS
1. Description of Business
The TNE Group Annuity accumulation contracts invest in either of two segments of
the general account, Funds B and Q, and several Separate Investment Accounts, or
SIAs. Fund B and Q contracts carry a guarantee of principal and interest,
subject to contract terms. The SIAs are available as optional investment funds
and are generally invested in stocks, bonds, or a combination of the two. An
accumulation contract may also use SIAs exclusively as an "SIA stand alone"
contract, including a line of institutional real estate funds.
Fund B contracts are generally older, traditional Group Annuity contract types
like Immediate Participation Guarantee and Deposit Administration, as well as
newer contract types like Capitalizer and Penvest. Company retirement plans are
invested in Fund B contracts. Fund Q contracts, like the Appreciation Plus and
Custom Design Series, differ from Fund B contracts mainly in that they include
maturity dates associated with annual deposit funds. The oldest Fund B contract
dates from 1953, and the oldest Fund Q contract from 1985. Credited interest
rates on all contracts are based on the investment earnings of the appropriate
general account segment, less a spread. Expense margins are generally deducted
from contract accounts. Investment experience of the SIA portfolios accrues
directly to the contractholder, except for a fixed profit margin and expense
charges that vary by account value.
The institutional separate accounts, which are primarily real estate and bond
accounts marketed to larger retirement plan sponsors, as well as the
Developmental Properties Account, are "Group Annuity wrapper" contracts used to
send funds to downstream investment managers affiliated with TNE/MetLife.
2. Actuarial Methodology
Historical ACs were developed by applying historical pre-tax gain factors
(derived separately for each of several product groupings as a percentage of
average account values/reserves) against historical fund balances developed for
each TNE Group Annuity contract in force as of the Statement Date. FIT was then
deducted from pre-tax ACs, and post-tax ACs were accumulated with interest to
the Statement Date as described in Section II.
Prospective ACs were developed by applying prospective gain factors (based upon
the historical gain factors for 1998 with specific assumptions for future
deposits, withdrawals, interest crediting rate methodology, competitor interest
rates, commission and expenses) to projected statutory reserves derived from
1998 year-end Asset
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Adequacy Analysis projections, and then discounting projected ACs back to the
Statement Date using discount rates as described in Section II.
For institutional separate accounts, management fees accrue to the downstream
investment managers, and TNE receives a nominal annual expense charge (e.g.
$1500 or $2000). Nominal fees generally offset nominal expenses. Because of
this, both the historical and prospective ACs are equal to zero for these
contracts.
TOTAL AC
ACs were calculated for each contract separately. Preliminary ACs were
calculated for each contract by product type as the sum of the historical AC and
the prospective AC. The total AC of payout annuities (whether negative or
positive) was combined with the total AC of the associated accumulation contract
(whether negative or positive). Only after combining ACs for each contract were
negative ACs eliminated by setting them to zero.
HISTORICAL AC
The general approach for calculating historical ACs for accumulation contracts
was to determine historical statutory profits since issue in terms of sources of
profit. The sources of profit for the general account were: (1) Interest margin
(earned versus credited), (2) Expense margin (contract charges versus expenses
incurred), (3) Realized and unrealized capital gains; and (4) FIT.
For separate accounts, both those associated with general account accumulation
products and SIA stand alone contracts, profit margins earned by TNE net of
investment advisory fees and expenses replaced the interest margin above.
A pre-tax net gain factor for each historical calendar year was calculated for
each general account product (or separate account fund). The appropriate pre-tax
net gain factor for each historical calendar year was then applied to the
appropriate average general account or separate account fund balance for each
contract. The pre-tax net gains were then accumulated with interest as described
in Section II, and taxed accordingly at historical marginal tax rates to
determine the historical AC as of the Statement Date.
The total general account historical AC for a given contract was the sum of the
general account accumulation historical AC and the participating payout annuity
historical AC (See Section VIII.E.). The total separate account historical AC
for a given contract was calculated as the sum of historical AC generated from
each separate account fund. The total historical AC for a given contract was
calculated as the sum of the general account historical AC and the total
separate account AC.
PROSPECTIVE AC
The general approach for calculating prospective ACs for accumulation contracts
was to determine the prospective statutory profits in terms of sources of profit
for 1998. The sources of profit for the general account were: (1) Interest
margin (earned versus credited) and (2) Expense margin (contract charges versus
expenses incurred).
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For separate accounts, profit margins earned by TNE (net of investment advisory
fees and expenses) replaced the interest margin above.
Pre-tax margins were calculated separately for various categories relating to
Fund B general account accumulation contracts and associated participating
payout annuities, separate accounts associated with Fund B and SIA stand alone
contracts, and Fund Q general account and Fund Q separate accounts. After-tax
margins were calculated from the pre-tax margins less taxes at the appropriate
rate.
The present value of future profits for each product category was determined
based on the after-tax margin applied to projected reserves extracted from the
level interest scenario of the 1998 year-end Asset Adequacy Analysis projections
and discounted to the Statement Date using rates described in Section II. The
prospective AC percentage for each category was calculated as the present value
of future profits divided by aggregate statutory reserves as of the Statement
Date. The appropriate prospective AC percentage was applied to each contract's
statutory reserve as of the Statement Date to determine each contract's
prospective AC.
The total prospective AC for a given contract was the sum of the prospective AC
for the accumulation contract (general account plus separate account) and the
prospective AC for the participating payout annuity (see Section VIII.E.).
3. Overview of Data and Modeling
With regard to historical contract data, historical calendar year fund balances
for the general account and each separate account fund were available for all
contracts systematically from 1988 through 1998. Complete or partial information
was available from paper files back to issue for most of the older Fund B
product contracts. Where calendar year fund balances were unavailable, the
missing data were derived by extrapolating back to issue.
With regard to historical experience, data at the product level for Fund B,
aggregate Fund Q data, and aggregate data for associated separate accounts and
SIAs were utilized to develop experience margin/gain factors.
4. Description of Experience - Historical
Pre-tax net gain factors as described above were developed for each general
account product and separate account fund based on experience data derived for
each of the 1985 through 1998 calendar years; credible experience data did not
exist for calendar years prior to 1985. Pre-tax net gain factors for 1953
through 1984 were developed in
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aggregate for the general account products based on the total Group Annuity
pre-tax net gain experience taken from annual statement data (adjusted to
exclude investment earnings on surplus). For separate accounts, the pre-tax net
gain factors developed for 1985 were utilized for 1953 through 1984.
INTEREST MARGINS
Interest margins for Fund B products were derived based upon product groupings
and were available for 1985 through 1998.
Interest margin information was available for Fund Q in the aggregate for 1989
and later calendar years. The experience of 1989 and later years was utilized to
develop interest margins for the 1985 through 1988 calendar years.
For separate accounts, historical profit charges were derived for 1985 through
1998. Profit charges derived for 1985 were also utilized in 1953 through 1984.
EXPENSES
The expense margin was calculated as the expense revenue minus the incurred
expense.
Incurred expense factors were developed from annual statement data in the
aggregate for general account and separate account business combined for 1990
through 1998; expenses associated with plan administration expenses were
excluded (discussed in greater detail below). The weighted average experience
for 1990 through 1993 was utilized to develop incurred expense factors for 1985
through 1989.
Expense revenue factors based upon average annual contractual expense charges
were developed in the aggregate for Fund B and Fund Q combined, including
separate account experience but excluding plan administration revenue for 1994
through 1998. The expense revenue factor for 1994 was extended back for 1985
through 1993 since the experience has remained relatively level.
The impact of losses resulting from expense overruns (revenue shortfalls) in
TNE's plan administration services unit were excluded from the calculation of
historical and prospective ACs unless the purchase of such services were
required at the time of the purchase of a Group Annuity contract. There are two
Fund B product types (Capitalizer I and Group Tax Sheltered Annuity, or "GTSA")
whose plan administration expenses are "bundled" (i.e., required in order to
purchase a Group Annuity contract). The average experience of 1995 through 1998
was utilized to derive a separate expense margin (loss) for TNE's total plan
administration services unit in total; this margin was then applied to
Capitalizer I and GTSA contracts in each of the 1985 through 1998 calendar
years.
FIT
Specific Group Annuity LOB marginal tax rates and statutory to tax adjustment
factors were developed for 1985 through 1998. For the 1953 through 1984 calendar
years, effective tax rates were derived based on the historical experience
included in the annual
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statement for the TNE Group Annuity LOB. Separate tax rates were developed for
operating gains versus realized capital gains in all cases
EARNED RATES USED TO ACCUMULATE HISTORICAL ACS
The net investment income and capital gains rates used to accumulate historical
ACs to the Statement Date were developed based on the separate experience of
Funds B and Q for 1961 through 1995. For 1953 through 1960, total TNE experience
was utilized to determine rates. For 1996-1998, separate rates based on total
MetLife and TNE combined surplus experience were used to accumulate historical
ACs to the Statement Date.
5. Description of Experience - Prospective
Projected statutory reserve balances utilized in the AC calculations were
derived from 1998 year end Asset Adequacy Analysis projections.
Since group profits occurring more than 20 years into the future were considered
speculative, no future contributions to surplus were calculated beyond 20 years.
INTEREST MARGINS
The interest margins for Fund B and Fund Q general account were based on their
respective interest margins earned in 1998 excluding any pricing adjustments for
the amortization of capital gains. Since the balance of unamortized capital
gains as of the Statement Date equals zero, no prospective pricing adjustments
for capital gains were assumed.
The average of the separate account profit charges earned by TNE in 1998 were
assumed to continue prospectively.
EXPENSE MARGINS
The expense margins earned by TNE in 1998 were utilized in the prospective
calculation for both the general account and separate accounts with one
exception: the expense margin for the bundled contracts (Capitalizer I and GTSA)
was assumed to grade to zero over five projection years (reflecting TNE's plans
to eliminate the expense overruns in their plan administration services unit).
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VIII. E. TNE - GROUP PAYOUT ANNUITIES
1. Description of Business
Payout annuities consist of both participating payout annuities (emanating from
Fund B accumulation contracts) and nonparticipating payout annuities (emanating
from Fund B and Fund Q accumulation contracts and from GICs, as well as
nonparticipating payout annuities sold on a stand-alone basis). Historical and
prospective ACs were attributed to the experience of the participating payout
annuities, as well as the predecessor accumulation contracts from which they
emanated. No historical or prospective AC was attributed to the payout portion
of nonparticipating payout annuities; historical AC for nonparticipating
annuities were based solely on the experience of their predecessor participating
accumulation contract or predecessor GIC, if any existed (i.e., no AC was
attributed to nonparticipating payout annuities sold on a stand-alone basis).
2. Actuarial Methodology
TOTAL AC
ACs were calculated for each contract separately. Preliminary ACs were
calculated for each contract by product type as the sum of the historical AC and
the prospective AC. The total AC of payout annuities (whether negative or
positive) were combined with the total AC of the associated accumulation
contract (whether negative or positive). Only after combining ACs for each
contract were negative ACs eliminated by setting them equal to zero.
HISTORICAL AC
For the participating payout annuities (which make up 2.6% of the Group Annuity
reserves which are eligible for Actuarial Equity Shares), no historical data
exists at the contract level with regard to initial premium consideration, or
with regard to historical margins, benefits or statutory reserves. For the
purposes of calculating dividends, the payout portion of the contract is
combined with the accumulation portion. Accordingly, the historical AC
percentage (i.e., historical AC as a percentage of reserves as of the Statement
Date) for participating payout annuities was deemed to be equal to the total
average, historical AC percentage for all Fund B accumulation contracts since
all of the participating payout annuities emanate from Fund B accumulation
products. In addition, experience of the predecessor participating accumulation
contract was included in the historical ACs for accumulation contracts and was
derived as outlined in the accumulation contract section above (i.e., results
were shown in the historical AC for the accumulation contracts).
For the non-participating payout annuities, no historical or prospective AC was
attributed to the payout portion of these contracts. However, the experience of
the predecessor participating accumulation contract or GIC was included in the
historical ACs.
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If the predecessor participating accumulation contract or GIC was no longer in
force but there were payout annuities still in force, historical contract data
on the predecessor contract was utilized and historical experience/gain factors
were applied in order to derive an historical AC.
PROSPECTIVE AC
The prospective AC for the participating payout annuities was derived in the
same manner as the Fund B unbundled general account accumulation products, as
outlined above (i.e., the same Fund B unbundled general account accumulation
prospective AC percentage was applied to each contract's participating payout
annuity reserve balance as of the Statement Date in order to determine that
contract's prospective AC).
There was no prospective AC for the non-participating annuities.
3. Overview of Data and Modeling
See the description in the "Actuarial Methodology" section above.
4. Description of Experience - Historical
See the description in the "Actuarial Methodology" section above.
5. Description of Experience - Prospective
See the description in the "Actuarial Methodology" section above.
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IX. INDIVIDUAL ANNUITIES
IX. A. METLIFE US - INDIVIDUAL DEFERRED ANNUITIES
1. Description of Business
MetLife's in force block of participating individual deferred annuities is
composed of single, fixed and flexible premium annuities, sold in tax qualified
and non-qualified markets. The earliest versions of these products, issued in
the 1960's, paid annual dividends. Later products were designed to emphasize
crediting of interest in excess of contractual guarantees and did not
historically receive dividends. (These contracts are participating but it was
not anticipated that dividends would ever be paid. For convenience, these types
of contracts will be referred to as "non-dividend paying" even though they are
participating and it is conceivable, although unlikely, that dividends will be
paid in the future.) Several products in this block contain separate account
provisions.
As mentioned in Section VIII (Group Annuities), some of the contracts described
in this section were issued on a group basis with group certificates rather than
individual contracts issued to the purchasers or other owners. In accordance
with MetLife's Plan of Reorganization, certain group certificates that are held
by discretionary trusts or certain other intermediaries are deemed to be
individual contracts and were treated on an individual basis, with AC
calculations done as if the certificate-holder were an individual
contractholder. (For convenience, contracts treated in this manner are
referenced in this section as "individual" contracts, even though a group
certificate was issued.) A group AC approach was used for group contracts not
deemed to be individual contracts (these are referenced in this section as
"group" contracts).
2. Actuarial Methodology
An actuarial model for the deferred annuity block was developed from the in
force data as of the Statement Date. The important criteria for defining a model
cell were major product, market (qualified or non-qualified for tax purposes)
and issue year. Minor plans were mapped into major plans with similar
characteristics. Separate account and general account components were projected
independently. Historical and prospective projections of statutory contribution
to surplus were developed employing the respective assumptions as outlined
below. Historical surplus contributions were accumulated with interest to the
Statement Date and prospective surplus contributions were discounted to the same
date as described in Section II.
The sum of each model cell's historical and prospective values as of the
Statement Date was divided by the model cell's account value (or statutory
reserve for policies with no explicit account value) as of the Statement Date to
calculate that cell's AC factor. Each
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eligible contract's AC was then determined from its actual account value as of
the Statement Date and the AC factor for the appropriate model cell.
3. Overview of Data and Modeling
For modeling purposes, the participating business in force as of the Statement
Date was split into three groups: Individual (or individual-like) non-dividend
paying, individual dividend paying and group. Within each of these blocks,
models were developed using major product, tax market, issue year and general
versus separate account criteria.
The primary sources of the data used for this block of business consisted of
detailed in force records of MetLife for 1998 and prior years, annual statement
information and other available information such as crediting rate history,
dividend rates and agent commission rates.
4. Description of Experience - Historical
Actual Statement Date account values or statutory reserves were used to estimate
historical account values and deposits for each model cell using experience
assumptions derived from actual data, including interest crediting rates,
contract charges, premium persistency and partial surrenders. For group
contracts, certificate lapses were also factored into the calculations.
Historical expense assumptions were derived from annual statement data for each
calendar year. Acquisition costs were determined from recent experience as a
percentage of premium or deposit. Annual maintenance expense rates including all
remaining general insurance expenses and taxes, licenses and fees were
calculated as a percentage of mean statutory reserves. Commission assumptions,
including any service fees and other items included in the commissions line of
the annual statement, were developed based on commission rates available from
historical agent contracts. These rates were adjusted to reflect agent
termination experience since MetLife does not provide vesting privileges to its
full-time career agents.
To calculate historical investment spreads for individual non-dividend paying
contracts, all pricing target interest spreads for each calendar year were
multiplied by the same annual true-up factor so that the resulting calendar year
earned rate for all such contracts (calculated as the crediting rate plus the
adjusted spread) equaled the actual historical portfolio rates for all the
assets backing those contracts. For the group contracts, whose assets make up a
relatively small portion of the same asset portfolio, the same target spread
factor developed for individual non-dividend paying contracts was also applied.
For dividend paying contracts, the historical investment spreads were developed
as the difference between the portfolio rates and the interest crediting rates
in the dividend scales.
Actuarial Contribution Memorandum Page 83 November 16, 1999
<PAGE> 560
The investment income allocation, including statutory capital gains (both
realized and unrealized) and IMR amortization was calculated using the rates
developed for this LOB as described in Section II. Investment income was
determined for the dividend paying and non-dividend paying sub-segments using
historical reserve balances, assumed asset rollover and then current new money
rates. Investment income and capital gains were applied to reserves plus
one-half the cash flows under the assumption that these cash flows on the
average occur mid-year. FIT rates were applied as also described in Section II.
5. Description of Experience - Prospective
Future contributions to statutory surplus through the year 2050 were estimated
using recent company experience, based on the current business plans of MetLife.
Projected amounts beyond the year 2050 were determined to be immaterial.
Future investment earnings rates from the level scenario of MetLife's year-end
Asset Adequacy Analysis were used for general account products. For Separate
Account products, investment earnings rates consistent with those rates
described in Section II B, were used based on the fund distributions as of the
Statement Date.
Target interest spreads were subtracted from the earned rates to develop
projected crediting rates for general account products. M&E charges were
similarly subtracted from the separate account earnings rates to produce
separate account net crediting rates.
Full termination rates, including lapse, death, annuitization and maturity,
consistent with recent company experience were used in the projections.
Expense assumptions were developed from recent company experience and based on
MetLife's current business plans. Where applicable, commission rates, including
any service fees and other items included in the commissions line of the annual
statement, from historical agents contracts were applied. These rates were
adjusted to reflect agent termination experience since MetLife does not provide
vesting privileges to its full-time career agents.
The present value of future profits for each model cell was discounted to the
Statement Date using the after-tax earnings rate consistent with the future
investment earnings rates used for that model cell's corresponding general
account prospective projections.
Actuarial Contribution Memorandum Page 84 November 16, 1999
<PAGE> 561
IX. B. TNE - INDIVIDUAL DEFERRED ANNUITIES
1. Description of Business
TNE's in force block of participating individual deferred annuities is composed
of single, fixed and flexible premium plans, sold in tax qualified and
non-qualified markets. The earliest of these products was issued in the 1930's.
Some of these older contracts receive annual dividends. Later products were
designed to receive interest credits in excess of contractual guarantees. In
addition to products supported in the general account, TNE's block of annuities
consists of an extensive portfolio of variable annuities administered in a
separate account.
2. Actuarial Methodology
As described below, a model was developed from the deferred annuity in force
data as of the Statement Date. The important criteria for defining a model cell
were major product, market (qualified or non-qualified for FIT purposes) and
issue year. Minor plans were mapped into major plans with similar
characteristics. Separate account and general account components were projected
independently. Historical and prospective projections of statutory contribution
to surplus were developed employing the respective assumptions as outlined
below. Historical surplus contributions were accumulated with interest to the
Statement Date and prospective surplus contributions were discounted to the same
date as described in Section II.
The sum of each model cell's historical and prospective values as of the
Statement Date was divided by the model cell's account value (or statutory
reserve for policies with no explicit account value) as of the Statement Date to
calculate that cell's AC factor. Each eligible contract's AC was then determined
from its actual account value as of the Statement Date and the AC factor for the
appropriate model cell.
3. Overview of Data and Modeling
For the participating business in force as of the Statement Date, models were
developed using major product, tax market, issue year and general versus
separate account criteria.
The primary sources of the data used for this block of business consisted of
detailed in force records of TNE for 1998 and prior years, annual statement
information and other available information such as crediting rate history,
dividend rates and agent commission rates.
Actuarial Contribution Memorandum Page 85 November 16, 1999
<PAGE> 562
4. Description of Experience - Historical
Actual Statement Date account values or statutory reserves were used to estimate
historical account values and deposits for each model cell using experience
assumptions derived from actual data, including interest crediting rates,
contract charges, premium persistency and partial surrenders.
Historical expense assumptions were derived from annual statement data for each
calendar year. Acquisition costs were determined from recent experience as a
percentage of premium or deposit. Annual maintenance expense rates including all
remaining general insurance expenses and taxes, licenses and fees were
calculated as a percentage of mean statutory reserves. Commission assumptions,
including any service fees and other items included in the commissions line of
the annual statement, were developed based on commission rates available from
historical agent contracts. These rates were adjusted to reflect agent vesting
and survivorship rates consistent with TNE's pricing practices.
To calculate historical investment spreads for individual annuity contracts, all
pricing target interest spreads for each calendar year were multiplied by the
same annual true up factor so that the resulting calendar year earned rate
(calculated for each model cell as the crediting rate plus adjusted spread) for
the entire individual deferred annuity contracts equaled the actual historical
portfolio rates for the assets backing these contracts.
The investment income allocation, including statutory capital gains (both
realized and unrealized) and IMR amortization was calculated using the rates
developed for this LOB as described in Section II. These were applied to
reserves plus one-half the cash flows under the assumption that these cash flows
on the average occur mid-year. FIT rates were applied as also described in
Section II.
5. Description of Experience - Prospective
Future contributions to statutory surplus through the year 2050 were estimated
using recent company experience, based on the current business plans of MetLife.
Projected amounts beyond the year 2050 were determined to be immaterial.
Future investment earnings rates from the level interest scenario of MetLife's
year-end Asset Adequacy Analysis were used for general account products. For
Separate Account products, an investment earnings rates was assumed based on the
Statement Date fund distribution.
Target interest spreads were subtracted from the earned rates to develop
projected crediting rates for general account products. M&E charges were
similarly subtracted from the separate account earnings rates to produce
separate account net crediting rates.
Actuarial Contribution Memorandum Page 86 November 16, 1999
<PAGE> 563
Full termination rates, including lapse, death, annuitization and maturity,
consistent with recent company experience were used in the projections.
Expense assumptions were developed from recent company experience and based on
MetLife's current business plans. Where applicable, commission rates, including
any service fees and other items included in the commissions line of the annual
statement, from historical agents contracts were applied. These rates were
adjusted to reflect agent vesting and survivorship rates consistent with TNE's
pricing practices.
The present value of future profits for each model cell was discounted to the
Statement Date using the after-tax earnings rate consistent with the future
investment earnings rates used in that model cell's corresponding general
account prospective projections.
Actuarial Contribution Memorandum Page 87 November 16, 1999
<PAGE> 564
IX. C. TNE - INDIVIDUAL IMMEDIATE ANNUITIES
1. Description of Business
As of the Statement Date, this block consists of eight participating immediate
annuity contracts with payments guaranteed for life.
2. Actuarial Methodology
Because of the small number of contracts in this block and their similarity to
TNE's supplementary contracts with life contingencies, AC factors for the
immediate annuities were set equal to the AC factors derived in Section X-C for
the same issue year and issue age.
3. Overview of Data and Modeling
Not applicable, due to comments in item 2 above.
4. Description of Experience - Historical
Not applicable, due to comments in item 2 above.
5. Description of Experience - Prospective
Not applicable, due to comments in item 2 above.
Actuarial Contribution Memorandum Page 88 November 16, 1999
<PAGE> 565
IX. D. CANADA - INDIVIDUAL ANNUITY CONTRACTS
1. Description of Business
A small number of individual annuities in payout status and Guarantee
Accumulation Annuity Contracts ("GAAC") were on New York residents were not
included in the transfer to Clarica Life and therefore, were retained by
MetLife.
2. Actuarial Methodology
The AC values for these contracts were calculated on a seriatim basis.
Historical surplus contributions were accumulated with interest to the Statement
Date and prospective surplus contributions were discounted to the same date as
described in Section II to determine an AC factor for each cell. This AC value
is calculated in Canadian dollars and converted to US dollars as of the
valuation date by dividing the calculated AC value by the exchange rate as of
the Statement Date.
3. Overview of Data and Modeling
A listing of the in force contracts was supplied by MetLife. No modeling was
performed due to the small size of the in force.
4. Description of Experience - Historical
Summary annual financial experience was developed in the form of Canadian
Currency Balance Sheet ("CCBS") statements for each year of business from 1963
through 1997. These documents were used to create the assumptions used in the
gain by source calculation. US assumptions on the same business were used where
no information was available.
5. Description of Experience - Prospective
Future contributions to statutory surplus through the year 2050 were estimated
using recent company experience, based on the current business plans of MetLife.
Projected amounts beyond the year 2050 were immaterial.
Future investment earnings rates from MetLife's year-end Asset Adequacy Analysis
were used for general account products.
Actuarial Contribution Memorandum Page 89 November 16, 1999
<PAGE> 566
Target interest spreads were subtracted from the earned rates to develop
projected crediting rates for general account products.
Full lapse rates consistent with recent company experience were used in the
projections of the GAACs.
Expense assumptions were derived to be consistent with MetLife's current
experience. Where applicable, commission rates, including any service fees and
other items included in the commissions line of the annual statement, from
historical agents contracts were applied. These rates were adjusted to reflect
agent termination experience since MetLife does not provide vesting privileges
to its full-time career agents.
The present value of future profits were discounted to the Statement Date using
the after-tax earnings rate consistent with the future investment earnings rates
used in each model cell.
Actuarial Contribution Memorandum Page 90 November 16, 1999
<PAGE> 567
X. SUPPLEMENTARY CONTRACTS
X. A. METLIFE US - WITH LIFE CONTINGENCIES
1. Description of Business
This LOB is composed of various supplementary contracts ("SC") issued by MetLife
that contain life contingencies. These contracts may have originated in various
LOBs within MetLife. The most common type of supplementary contract with life
contingencies is a 10-year certain with payment payable during the life ("10
year certain & life") of the contractholder.
2. Actuarial Methodology
As described below, a model was developed from the in force data as of the
Statement Date. The important criteria for defining a model cell were plan,
issue age and issue year. Plans were modeled as a 10 year certain & life, a
joint and 100% survivor with 10 year period certain, a life only or a cash
refund benefit. Historical and prospective projections of statutory contribution
to surplus were developed using a gains by source approach and employing the
respective assumptions as outlined below. Historical surplus contributions were
accumulated with interest to the Statement Date and prospective surplus
contributions were discounted to the same date as described in Section II.
The sum of each model cell's historical and prospective values as of the
Statement Date was divided by the model cell's statutory reserve as of the
Statement Date to calculate that cell's AC factor. Each eligible contract's AC
was then determined from its actual statutory reserve as of the Statement Date
and the AC factor for the appropriate model cell. Interpolation and
extrapolation on issue age was employed where necessary.
3. Overview of Data and Modeling
The primary sources of the data used for this block of business consisted of
detailed in force records of MetLife for the Statement Date and annual statement
information. The in force records were used to determine the required model
cells. Model cells were then developed on a unit basis, with a unit equal to
$1,000 of statutory reserve as of the Statement Date.
Cells were defined by model plan, issue year and issue age groupings. Contracts
not represented by one of the model plans were mapped into the model plan with
the most similar benefit structure.
Actuarial Contribution Memorandum Page 91 November 16, 1999
<PAGE> 568
4. Description of Experience - Historical
For the gains by source approach, margins expressed as a percentage of statutory
reserves were developed.
INTEREST MARGINS
The investment income allocation, including statutory capital gains (both
realized and unrealized) and IMR amortization was calculated using the rates
developed for this LOB as described in Section II. FIT rates were applied as
also described in Section II.
Annual interest spreads were calculated as the difference between each year's
portfolio earnings rate and the pricing rate for the model cell. Pricing rates
varied by issue year and duration.
EXPENSES
Expenses were derived from annual statement data and were applied using reserves
as the basis.
MORTALITY GAIN/LOSS
Mortality gains and losses were derived from the Analysis of Increase in
Reserves exhibit of the annual statement. These gains or losses were applied for
each calendar year to the reserves for all life contingent SCs in force in that
year.
OTHER
Reserve strain was calculated by comparing pricing assumptions to valuation
assumptions for each model cell.
5. Description of Experience - Prospective
Future contributions to statutory surplus were estimated by continuing the gains
by source approach used in the historical period and using recent company
experience, based on the current business plans of MetLife. The interest margins
were assumed to be the difference between the projected portfolio rate and the
model cell's pricing rate. Expenses, expressed as a percentage of reserves were
developed from recent experience. Future mortality gains reflected the
difference between the valuation mortality and MetLife's current expectations.
Future investment earnings rates from the level scenario of MetLife's year-end
Asset Adequacy Analysis were used for general account products.
The present value of future statutory after-tax profits through the year 2050
was discounted to the Statement Date using an after-tax earnings rate for this
LOB. Projected amounts beyond the year 2050 were determined to be immaterial.
Actuarial Contribution Memorandum Page 92 November 16, 1999
<PAGE> 569
X. B. METLIFE US - WITHOUT LIFE CONTINGENCIES
1. Description of Business
This block consists of SCs issued by MetLife as a result of a maturity,
surrender or death claim of a MetLife contract. This block also consists of
Total Control Accounts ("TCA") where MetLife has provided beneficiaries with an
interest earning account from which the beneficiaries can write checks for
policy proceeds. The other SCs generally include contracts where payments are
made over a period certain, where only interest is paid out or where the entire
benefit amount is left to grow with interest.
2. Actuarial Methodology
As described below, a model was developed from the in force data as of the
Statement Date. The important criteria for defining a model cell were benefit
type and issue year. Plans with other benefits were modeled into one of the
modeled plans based on similarity of benefit. Historical and prospective
projections of statutory contribution to surplus were developed using a gains by
source analysis and employing the respective assumptions as outlined below.
Historical surplus contributions were accumulated with interest to the Statement
Date and prospective surplus contributions were discounted to the same date as
described in Section II.
The sum of each model cell's historical and prospective values as of the
Statement Date was divided by the model cell's statutory reserve as of the
Statement Date to calculate that cell's AC factor. Each eligible contract's AC
was then determined from its actual statutory reserve as of the Statement Date
and the AC factor for the appropriate model cell.
3. Overview of Data and Modeling
The primary sources of the data used for this block of business consisted of
detailed in force records of MetLife as of the Statement Date and annual
statement information. The in force records were used to determine the required
model cells. Model cells were then developed on a unit basis, with a unit equal
to $1,000 of statutory reserve as of the Statement Date.
Model plans were developed for TCA, interest only benefits and for each whole
year of period certain benefits. Contracts with fractional periods certain were
mapped into the nearest whole year period certain cell.
Actuarial Contribution Memorandum Page 93 November 16, 1999
<PAGE> 570
4. Description of Experience - Historical
For the gains by source approach, margins expressed as a percentage of statutory
reserves were developed. The reserve balances for interest only SCs were assumed
to remain level. TCA historical reserves were estimated by interpolation between
the original proceeds and the account balance as of the Statement Date.
INTEREST MARGINS
The investment income allocation, including statutory capital gains (both
realized and unrealized), including IMR amortization, was calculated using the
rates developed for this LOB as described in Section II. FIT rates were applied
as also described in Section II.
Annual interest spreads for interest only SCs were calculated as the difference
between each year's portfolio earnings rate and the historical interest only
crediting rate. Annual interest spreads for period certain SCs were calculated
as the difference between each year's portfolio earnings rate and the pricing
rate for the model cell. Pricing rates varied by issue year and duration.
Interest margins for all TCAs were based on pricing assumption target spreads.
EXPENSES
Expenses were derived from annual statement data and were applied using reserves
as the basis.
OTHER
Reserve strain was calculated by comparing pricing assumptions to valuation
assumptions for each model cell.
5. Description of Experience - Prospective
Future contributions to statutory surplus were estimated by continuing the gains
by source approach used in the historical period and using recent company
experience, based on the current business plans of MetLife. The interest margin
was assumed to be the difference between the portfolio rate and the model cell's
pricing rate for period certain SCs. Interest margins for interest only benefits
were assumed to continue at the 1998 margin. TCA pricing interest spreads were
assumed to continue. Expenses, expressed as a percentage of reserves were
developed from recent company experience. For TCA and interest only SCs, lapse
rates based on company experience were assumed. Future investment earnings rates
from the level scenario of MetLife's year-end Asset Adequacy Analysis were used
for general account products.
The present value of future after-tax profits for the lesser of contract
maturity or the year 2050 was discounted to the Statement Date using an
after-tax earnings rate for this LOB. Projected amounts beyond the year 2050
were determined to be immaterial.
Actuarial Contribution Memorandum Page 94 November 16, 1999
<PAGE> 571
X. C. TNE - WITH LIFE CONTINGENCIES
1. Description of Business
This LOB is composed of various supplementary contracts issued by TNE, which
contain life contingencies. These contracts may have originated in various LOBs
within TNE. The most common type of supplementary contract with life
contingencies is a 10-year certain with payment payable during the life of the
contractholder.
2. Actuarial Methodology
As described below, a model was developed from the in force data as of the
Statement Date. The important criteria for defining a model cell were plan,
issue age and issue year. All plans were modeled as either 10 year certain &
life, joint and 100% survivor with 10 year period certain, life only or cash
refund benefit. Historical and prospective projections of statutory contribution
to surplus were developed using a gains by source approach and employing the
respective assumptions as outlined below. Historical surplus contributions were
accumulated with interest to the Statement Date and prospective surplus
contributions were discounted to the same date as described in Section II.
The sum of each model cell's historical and prospective values as of the
Statement Date was divided by the model cell's statutory reserve as of the
Statement Date to calculate that cell's AC factor. Each eligible contract's AC
was then determined from its actual statutory reserve as of the Statement Date
and the AC factor for the appropriate model cell. Interpolation and
extrapolation on issue age was employed where necessary.
3. Overview of Data and Modeling
The primary sources of the data used for this block of business consisted of
detailed in force records of TNE as of the Statement Date and annual statement
information. The in force records were used to determine the required model
cells. Model cells were then developed on a unit basis, with a unit equal to
$1,000 of statutory reserves as of the Statement Date.
Cells were defined by model plan, issue year and issue age groupings. Contracts
not represented by one of the model plans were mapped into the model plan with
the most similar benefit structure.
Actuarial Contribution Memorandum Page 95 November 16, 1999
<PAGE> 572
4. Description of Experience - Historical
For the gains by source approach, margins expressed as a percentage of statutory
reserves were developed.
INTEREST MARGIN
The investment income allocation, including statutory capital gains (both
realized and unrealized) and IMR amortization was calculated using the rates
developed for this LOB as described in Section II. FIT rates were applied as
also described in Section II.
For all life contingent SCs an interest margin was calculated as the difference
between each year's portfolio earnings rate and the pricing rate for the model
cell. Pricing rates varied by issue year and duration.
MORTALITY GAIN/LOSS
Mortality gains and losses were derived from the Analysis of Increase in
Reserves exhibit of the annual statement. These gains or losses were applied for
each calendar year to the reserves for all life contingent SCs in force in that
year.
EXPENSES
Expenses were derived from annual statement data and were applied using reserves
as the basis. All SC expenses were assumed to be maintenance expenses as
acquisition costs are assumed to be negligible.
5. Description of Experience - Prospective
Future contributions to statutory surplus were estimated by continuing the gains
by source approach used in the historical period and using recent company
experience, based on the current business plans of MetLife. The interest margins
were assumed to be the difference between the projected portfolio rates and the
pricing rate. Expenses, expressed as a percentage of reserves, were derived from
recent experience. Future mortality gains reflected the difference between the
valuation mortality and MetLife's current expectations. Future investment
earnings rates from MetLife's year-end Asset Adequacy Analysis were used for
general account products.
The present value of future statutory after-tax profits through the year 2050
was discounted to the Statement Date using an after-tax earnings rate for this
LOB. After-tax profits beyond the year 2050 were determined to be immaterial.
Actuarial Contribution Memorandum Page 96 November 16, 1999
<PAGE> 573
X. D. TNE - WITHOUT LIFE CONTINGENCIES
1. Description of Business
This block consists of participating contracts with benefit options including
income for a specified number of years, a specified amount of income until the
funds are exhausted, accumulations with interest paid in cash, and accumulations
with interest added to the account. This block also consists of Retained Asset
Accounts ("RAA") where TNE has provided beneficiaries with an interest earning
account from which the beneficiaries can write checks for policy proceeds.
2. Actuarial Methodology
As described below, a model was developed from the in force data as of the
Statement Date. The important criteria for defining a model cell were benefit
and issue year. Plans with other benefits were modeled into one of the modeled
plans based on similarity of benefit. Historical and prospective projections of
statutory contribution to surplus were developed using a gains by source
analysis and employing the respective assumptions as outlined below. Historical
surplus contributions were accumulated with interest to the Statement Date and
prospective surplus contributions were discounted to the same date as described
in Section II.
The sum of each model cell's historical and prospective values as of the
Statement Date was divided by the model cell's statutory reserve as of the
Statement Date to calculate that cell's AC factor. Each eligible contract's AC
was then determined from its actual statutory reserve as of the Statement Date
and the AC factor for the appropriate model cell.
3. Overview of Data and Modeling
The primary sources of the data used for this block of business consisted of
detailed in force records of the TNE SCs as of the Statement Date and annual
statement information. The in force records were used to determine the required
model cells. Model cells were then developed on a unit basis, with a unit equal
to $1,000 of statutory reserves as of the Statement Date.
Model plans were developed for RAA, interest only benefits and for each whole
year of period certain benefits. Contracts with fractional periods certain were
mapped into the nearest whole year period certain cell.
Actuarial Contribution Memorandum Page 97 November 16, 1999
<PAGE> 574
4. Description of Experience - Historical
For the gains by source approach, margins expressed as a percentage of statutory
reserves were developed. The reserve balances for interest only SCs were assumed
to remain level. RAA historical reserves were estimated by interpolation between
the original proceeds and the account balance as of the Statement Date.
INTEREST MARGINS
The investment income allocation, including statutory capital gains (both
realized and unrealized), including IMR amortization, was calculated using the
rates developed for this LOB as described in Section II. FIT rates were applied
as also described in Section II.
Annual interest spreads for interest only SCs were calculated as the difference
between each year's portfolio earnings rate and the historical interest only
crediting rate. Annual interest spreads for period certain SCs were calculated
as the difference between each year's portfolio earnings rate and the benefit
rate for the model cell. Benefit rates are regularly reset by the company,
resulting in changes in the level of benefit payments. Interest margins for all
RAAs were based on pricing assumption target spreads.
EXPENSES
Expenses were derived from annual statement data and were applied using reserves
as the basis. All SC expenses were assumed to be maintenance expenses as
acquisition costs are assumed to be negligible.
5. Description of Experience - Prospective
Future contributions to statutory surplus were estimated by continuing the gains
by source approach used in the historical period and using recent company
experience, based on the current business plans of MetLife. The interest margins
were assumed be the difference between the portfolio rate and the benefit rate
of the model cell for period certain SCs. Interest margins for interest only
benefits were assumed to continue at the 1998 margin. RAA pricing interest
spreads were assumed to continue. Expenses, expressed as a percentage of
reserves, were developed from recent company experience. For RAA and interest
only SCs, lapse rates based on company experience were assumed. Future
investment earnings rates from the level interest scenario of MetLife's year-end
Asset Adequacy Analysis were used for general account products.
The present value of future after-tax profits for the lesser of contract
maturity or the year 2050 was discounted to the Statement Date using an
after-tax earnings rate for this LOB. Projected amounts beyond the year 2050
were determined to be immaterial.
Actuarial Contribution Memorandum Page 98 November 16, 1999
<PAGE> 575
X. E. CANADA - SUPPLEMENTAL CONTRACTS
1. Description of Business
A small number of supplemental contracts were not included in the transfer to
Clarica Life and therefore, were retained by MetLife.
2. Actuarial Methodology
The AC values for these contracts were calculated on a seriatim basis.
Historical surplus contributions were accumulated with interest to the Statement
Date and prospective surplus contributions were discounted to the same date as
described in Section II to determine an AC factor for each cell. This AC value
is calculated in Canadian dollars and converted to US dollars as of the
valuation date by dividing the calculated AC value by the exchange rate as of
the Statement Date.
3. Overview of Data and Modeling
A listing of the in force contracts was supplied by MetLife. No modeling was
performed due to the small size of the in force.
4. Description of Experience - Historical
Summary annual financial experience was developed in the form of Canadian
Currency Balance Sheet ("CCBS") statements for each year of business from 1963
through 1997. These documents were used to create the assumptions used in the
gain by source calculation. US assumptions on the same business were used where
no information was available.
5. Description of Experience - Prospective
The present value of future after-tax profits for the lesser of contract
maturity or the year 2050 was discounted to the Statement Date using an
after-tax earnings rate for this LOB. Projected amounts beyond the year 2050
were determined to be immaterial.
Actuarial Contribution Memorandum Page 99 November 16, 1999
<PAGE> 1
EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
METLIFE, INC.
ARTICLE I
NAME OF CORPORATION
The name of the corporation is MetLife, Inc. (the "Corporation").
ARTICLE II
REGISTERED OFFICE
The Corporation's registered office in the State of Delaware is at
1209 Orange Street, City of Wilmington, County of New Castle, Delaware. The name
of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
PURPOSE
The nature of the business of the Corporation and its purpose is to
engage in any lawful act or activity for which corporations may be engaged under
the General Corporation Law of the State of Delaware.
ARTICLE IV
STOCK
SECTION 1. AUTHORIZED STOCK. The aggregate number of shares of stock
that the Corporation shall have authority to issue is three billion
(3,000,000,000) shares of Common Stock, par value $.01 per share (the "Common
Stock"), and two hundred million (200,000,000) shares of Preferred Stock, par
value $.01 per share (the "Preferred Stock"). Subject to the rights of the
holders of any class or series of Preferred Stock or Common Stock provided by
this Certificate of Incorporation, or otherwise by law, the number of
authorized shares of the Common Stock and the Preferred Stock or any other
1
<PAGE> 2
class of stock may be increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders of a majority
of the combined voting power of the outstanding shares of stock of the
Corporation entitled to vote thereon, and, irrespective of the provisions of
Section 242(b)(2) of the General Corporation Law of the State of Delaware or any
corresponding provision hereinafter enacted, with such outstanding shares of
Common Stock and other stock considered for this purpose a single class.
SECTION 2. PREFERRED STOCK. (a) The Preferred Stock may be issued at
any time and from time to time in one or more series. The Board of Directors is
hereby authorized to provide by resolution for the issuance of shares of
Preferred Stock in series and, by filing a certificate of designation containing
such resolution pursuant to the applicable provisions of the General Corporation
Law of the State of Delaware (hereinafter referred to as a "Preferred Stock
Certificate of Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of shares of each such series and the qualifications,
limitations and restrictions thereof.
(b) The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to, determination of
the following:
(i) the designation of the series, which may be by
distinguishing number, letter or title;
(ii) the number of shares of the series, which
number the Board of Directors may thereafter
(except where otherwise provided in the
applicable Preferred Stock Certificate of
Designation) increase or decrease (but not
below the number of shares thereof then
outstanding);
(iii) whether dividends, if any, shall be cumulative
or noncumulative and the dividend rate of the
series;
(iv) whether dividends, if any, shall be payable in
cash, in kind or otherwise;
(v) the dates on which dividends, if any, shall be
payable;
(vi) the redemption rights and price or prices, if
any, for shares of the series;
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(vii) the terms and amount of any sinking fund
provided for the purchase or redemption of
shares of the series;
(viii) the amounts payable on shares of the series in
the event of any voluntary or involuntary
liquidation, dissolution or winding up of the
affairs of the Corporation;
(ix) whether the shares of the series shall be
convertible or exchangeable into shares of any
other class or series, or any other security,
of the Corporation or any other corporation,
and, if so, the specification of such other
class or series or such other security, the
conversion or exchange price or prices or rate
or rates, any adjustments thereof, the date or
dates as of which such shares shall be
convertible or exchangeable and all other terms
and conditions upon which such conversion or
exchange may be made;
(x) restrictions on the issuance of shares of the
same series or of any other class or series;
and
(xi) whether or not the holders of the shares of
such series shall have voting rights, in
addition to the voting rights provided by law,
and if so, the terms of such voting rights,
which may provide, among other things and
subject to the other provisions of this
Certificate of Incorporation, that each share
of such series shall carry one vote or more or
less than one vote per share, that the holders
of such series shall be entitled to vote on
certain matters as a separate class (which for
such purpose may be comprised solely of such
series or of such series and one or more other
series or classes of stock of the Corporation)
and that all the shares of such series entitled
to vote on a particular matter shall be deemed
to be voted on such matter in the manner that a
specified portion of the voting power of the
shares of such series or separate class are
voted on such matter.
(c) The Common Stock shall be subject to the express terms of the
Preferred Stock and any series thereof.
(d) Except as otherwise required by law, holders of Common Stock, as
such, shall not be entitled to vote on any amendment to this Certificate of
Incorporation that alters or changes the powers, preferences, rights or other
terms of one or more outstanding series of Preferred Stock if the holders of
such affected series are entitled, either separately or together with the
holders of one or more other series of Preferred
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Stock, to vote thereon as a separate class pursuant to this Certificate of
Incorporation or a Preferred Stock Certificate of Designation or pursuant to the
General Corporation Law of the State of Delaware as currently in effect or as
the same may hereafter be amended.
(e) For purposes hereof and the By-Laws, the term "Certificate of
Incorporation" includes the Certificate of Incorporation as it may be amended by
a Preferred Stock Certificate of Designation from time to time.
SECTION 3. VOTING IN ELECTION OF DIRECTORS. Except as may be required
by law or as provided in this Certificate of Incorporation, the Common Stock
shall have the exclusive right to vote for the election of Directors and for all
other purposes, and holders of Preferred Stock shall not be entitled to vote on
any matter or receive notice of any meeting of stockholders. The election of
Directors need not be taken by written ballot.
SECTION 4. OWNER. The Corporation shall be entitled to treat the
person in whose name any share of its stock is registered as the owner thereof
for all purposes and shall not be bound to recognize any equitable or other
claim to, or interest in, such share on the part of any other person, whether or
not the Corporation shall have notice thereof, except as expressly provided by
applicable law.
SECTION 5. STOCKHOLDER RIGHTS PLANS. The Board of Directors is hereby
authorized to create and issue, whether or not in connection with the issuance
and sale of any of its stock or other securities or property, rights entitling
the holders thereof to purchase from the Corporation shares of stock or other
securities of the Corporation or any other corporation. The times at which and
the terms upon which such rights are to be issued will be determined by the
Board of Directors and set forth in the contracts or instruments that evidence
such rights. The authority of the Board of Directors with respect to such rights
shall include, but not be limited to, determination of the following:
(a) the initial purchase price per share or other unit of the
stock or other securities or property to be purchased upon
exercise of such rights;
(b) provisions relating to the times at which and the
circumstances under which such rights may be exercised or
sold or otherwise transferred, either together with or
separately from any other stock or other securities of the
Corporation;
(c) provisions which adjust the number or exercise price of
such rights, or amount or nature of the stock or other
securities or property receivable upon exercise of such
rights, in the event of a combination, split or
recapitalization of any stock of the Corporation, a change
in ownership of the Corporation's stock or other
securities or a reorganization, merger,
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consolidation, sale of assets or other occurrence relating
to the Corporation or any stock of the Corporation, and
provisions restricting the ability of the Corporation to
enter into any such transaction absent an assumption by
the other party or parties thereto of the obligations of
the Corporation under such rights;
(d) provisions which deny the holder of a specified percentage
of the outstanding stock or other securities of the
Corporation the right to exercise such rights and/or cause
the rights held by such holder to become void;
(e) provisions which permit the Corporation to redeem such
rights or which prohibit or limit the redemption of such
rights; and
(f) the appointment of a rights agent with respect to such
rights.
ARTICLE V
INCORPORATOR
The name and mailing address of the incorporator is as follows:
Gary A. Beller
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
ARTICLE VI
BOARD OF DIRECTORS;
MANAGEMENT OF THE CORPORATION
SECTION 1. CLASSIFIED BOARD. (a) The Directors of the Corporation,
subject to the rights of the holders of shares of any class or series of
Preferred Stock, shall be classified with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the By-Laws of the Corporation, one class
("Class I") whose term expires at the 2000 annual meeting of stockholders,
another class ("Class II") whose term expires at the 2001 annual meeting of
stockholders, and another class ("Class III") whose term expires at the 2002
annual meeting of stockholders, with each class to hold office until its
successors are elected and qualified. At each annual meeting of stockholders of
the Corporation, the date of which will be fixed pursuant to the By-Laws of the
Corporation, and subject to the rights of the
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holders of shares of any class or series of Preferred Stock, the successors of
the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.
SECTION 2. POLICYHOLDER TRUST. While the Trust (as defined below) is
in existence, each Director shall, in exercising his or her duties as a
director, take the interests of the beneficiaries of the Trust into account as
if they were holders of the shares of Common Stock held therein, except to the
extent that any such Director determines, based on advice of counsel, that to do
so would violate his or her duties as a director under Delaware law. For
purposes of this Section 2, the "Trust" shall mean the Policyholder Trust
created by the Policyholder Trust Agreement among the Corporation, Metropolitan
Life Insurance Company, Wilmington Trust Company and Chase Mellon Shareholder
Services, L.L.C., dated November 3, 1999, as such may be amended from time to
time.
SECTION 3. MANAGEMENT OF BUSINESS. The following provisions are
inserted for the management of the business, for the conduct of the affairs of
the Corporation and for the purpose of creating, defining, limiting and
regulating the powers of the Corporation and its directors and stockholders:
(a) Subject to the rights of any holders of any series of
Preferred Stock, if any, to elect additional Directors
under specified circumstances, the holders of a majority
of the combined voting power of the then outstanding stock
of the Corporation entitled to vote generally in the
election of Directors may remove any Director, but only
for cause.
(b) Vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from
office or other cause and newly created directorships
resulting from any increase in the authorized number of
Directors shall be filled in the manner provided in the
By-Laws of the Corporation.
(c) Advance notice of nominations for the election of
Directors shall be given in the manner and to the extent
provided in the By-Laws of the Corporation.
(d) The election of Directors may be conducted in any manner
approved by the officer presiding at a meeting of
stockholders or the Director presiding at a meeting of the
Board of Directors, as the case may be, at the time when
the election is held and need not be by written ballot.
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(e) All corporate powers and authority of the Corporation
(except as at the time otherwise provided by law, by this
Certificate of Incorporation or by the By-Laws) shall be
vested in and exercised by the Board of Directors.
(f) The Board of Directors shall have the power without the
assent or vote of the stockholders to adopt, amend, alter
or repeal the By-Laws of the Corporation, except to the
extent that the By-Laws or this Certificate of
Incorporation otherwise provide. In addition to any
requirements of law and any other provision of this
Certificate of Incorporation, the stockholders of the
Corporation may adopt, amend, alter or repeal any
provision of the By-Laws upon the affirmative vote of the
holders of three-quarters (3/4) or more of the combined
voting power of the then outstanding stock of the
Corporation entitled to vote generally in the election of
Directors.
ARTICLE VII
LIABILITY OF DIRECTORS
SECTION 1. GENERAL. No Director of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for breach of his or
her fiduciary duty as a Director, except to the extent that such exemption from
liability or limitation thereof is not permitted under the General Corporation
Law of the State of Delaware as currently in effect or as the same may hereafter
be amended.
SECTION 2. REPEAL OR MODIFICATION. Any repeal or modification of this
Article VII by the stockholders of the Corporation shall not adversely affect
any right or protection of a Director, officer or the Corporation existing at
the time of such repeal or modification. If the General Corporation Law of the
State of Delaware is amended after the filing of this Certificate of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of Directors, then the liability of a Director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.
ARTICLE VIII
NO STOCKHOLDER ACTIONS BY WRITTEN CONSENT
Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting of
the stockholders of the Corporation, and the ability of the stockholders to
consent in writing to the taking of any action, including (but not limited to)
the election of Directors, is specifically denied.
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ARTICLE IX
AMENDMENT
The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner now or hereafter
prescribed by the laws of the State of Delaware, and all rights herein conferred
upon stockholders or Directors (in the present form of this Certificate of
Incorporation or as hereinafter amended) are granted subject to this
reservation; provided, however, that any amendment or repeal of Article VII of
this Certificate of Incorporation shall not adversely affect any right or
protection existing hereunder immediately prior to such amendment or repeal;
and, provided, further, that Section 5 of Article IV and Articles VI, VII, VIII
and this Article IX of this Certificate of Incorporation shall not be amended,
altered or repealed without the affirmative vote of the holders of at least
three-quarters (3/4) of the then outstanding stock of the Corporation entitled
to vote generally in the election of Directors.
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EXHIBIT 3.2
================================================================================
METLIFE, INC.
AMENDED AND RESTATED BY-LAWS
As Adopted on _________, 1999
================================================================================
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METLIFE, INC.
BY-LAWS
TABLE OF CONTENTS
SECTION PAGE
ARTICLE I
STOCKHOLDERS
1.01. Annual Meetings................................................. 6
1.02. Special Meetings................................................ 6
1.03. Notice of Meetings; Waiver...................................... 6
1.04. Quorum and Required Vote........................................ 7
1.05. Voting Rights................................................... 7
1.06. Voting by Ballot................................................ 7
1.07. Adjournment..................................................... 7
1.08. Proxies......................................................... 8
1.09. Presiding Officer and Secretary of the Meeting.................. 8
1.10. Notice of Stockholder Business and Nominations.................. 9
1.11. Inspectors of Elections......................................... 11
1.12. Opening and Closing of Polls.................................... 12
1.13. Confidential Voting............................................. 13
1.14. No Stockholder Action by Written Consent........................ 13
ARTICLE II
BOARD OF DIRECTORS
2.01. General Powers.................................................. 13
2.02. Number of Directors............................................. 13
2.03. Classified Board; Election of Directors......................... 14
2.04. Annual and Regular Meetings..................................... 14
2.05. Special Meetings; Notice........................................ 14
2.06. Quorum; Voting.................................................. 15
2.07. Adjournment..................................................... 15
2.08. Action Without a Meeting........................................ 15
2.09. Regulations; Manner of Acting................................... 15
2.10. Action by Telephonic Communications............................. 15
2.11. Resignations.................................................... 16
2.12. Removal of Directors............................................ 16
2.13. Vacancies and Newly Created Directorships....................... 16
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2.14. Compensation.................................................... 16
2.15. Reliance on Accounts and Reports, etc........................... 17
ARTICLE III
BOARD COMMITTEES
3.01. How Constituted................................................. 17
3.02. Committee Powers................................................ 17
3.03. Proceedings..................................................... 19
3.04. Quorum and Manner of Acting..................................... 19
3.05. Action by Telephonic Communications............................. 19
3.06. Resignations.................................................... 19
3.07. Removal......................................................... 20
3.08. Vacancies....................................................... 20
ARTICLE IV
OFFICERS
4.01. Number.......................................................... 20
4.02. Election........................................................ 20
4.03. Salaries........................................................ 20
4.04. Removal and Resignation; Vacancies.............................. 20
4.05. Authority and Duties of Officers................................ 21
4.06. The Chairman.................................................... 21
4.07. The Chief Executive Officer..................................... 21
4.08. The President................................................... 21
4.09. Absence or Disability of the Chief Executive Officer............ 21
4.10. Vice Presidents................................................. 22
4.11. The Secretary................................................... 22
4.12. The Chief Financial Officer..................................... 22
4.13. The Treasurer................................................... 22
4.14. The Controller.................................................. 22
4.15. The General Counsel............................................. 22
4.16. Additional Officers............................................. 23
4.17. Security........................................................ 23
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ARTICLE V
CAPITAL STOCK
5.01. Certificates of Stock, Uncertificated Shares.................... 23
5.02. Signatures; Facsimile........................................... 23
5.03. Lost, Stolen or Destroyed Certificates.......................... 24
5.04. Transfer of Stock............................................... 24
5.05. Record Date..................................................... 24
5.06. Registered Stockholders......................................... 25
5.07. Transfer Agent and Registrar.................................... 25
ARTICLE VI
INDEMNIFICATION
6.01. Nature of Indemnity............................................. 25
6.02. Determination that Indemnification is Proper.................... 26
6.03. Advance Payment of Expenses..................................... 26
6.04. Procedure for Indemnification of Directors and Officers......... 27
6.05. Survival; Preservation of Other Rights.......................... 27
6.06. Insurance....................................................... 28
6.07. Severability.................................................... 28
ARTICLE VII
OFFICES
7.01. Registered Office............................................... 29
7.02. Other Offices................................................... 29
ARTICLE VIII
GENERAL PROVISIONS
8.01. Dividends....................................................... 29
8.02. Reserves........................................................ 29
8.03. Execution of Instruments........................................ 30
8.04. Corporate Indebtedness.......................................... 30
8.05. Deposits........................................................ 30
8.06. Checks.......................................................... 30
8.07. Sale, Transfer, etc. of Securities.............................. 31
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8.08. Voting as Stockholder........................................... 31
8.09. Fiscal Year..................................................... 31
8.10. Seal............................................................ 31
ARTICLE IX
AMENDMENT OF BY-LAWS
9.01. Amendment....................................................... 32
ARTICLE X
CONSTRUCTION
10.01. Construction................................................... 32
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METLIFE, INC.
AMENDED AND RESTATED BY-LAWS
As adopted on __________, 1999
-----------------------------------------------------------------------
ARTICLE I
STOCKHOLDERS
Section 1.01. Annual Meetings. The annual meeting of the
stockholders of the Corporation for the election of Directors and for the
transaction of such other business as properly may come before such meeting
shall be held at such place, either within or without the State of Delaware, and
at such date and at such time, as may be fixed from time to time by resolution
of the Board of Directors and set forth in the notice or waiver of notice of the
meeting.
Section 1.02. Special Meetings. Special meetings of the
stockholders may be called at any time by the Chief Executive Officer (or, in
the event of the Chief Executive Officer's absence or disability, by the
President or any Director who is also an officer (hereafter, an "Officer
Director")). A special meeting shall be called by the Chief Executive Officer
(or, in the event of the Chief Executive Officer's absence or disability, by the
President or any Officer Director) or by the Secretary pursuant to a resolution
approved by a majority of the entire Board of Directors. Such special meetings
of the stockholders shall be held at such places, within or without the State of
Delaware, as shall be specified in the respective notices or waivers of notice
thereof. Any power of the stockholders of the Corporation to call a special
meeting is specifically denied.
Section 1.03. Notice of Meetings; Waiver. The Secretary or any
Assistant Secretary shall cause written notice of the place, date and hour of
each meeting of the stockholders and, in the case of a special meeting, the
purpose or purposes for which such meeting is called, to be given personally or
by mail, not less than ten nor more than sixty days prior to the meeting, to
each stockholder of record entitled to vote at such meeting. If such notice is
mailed, it shall be deemed to have been given to a stockholder when deposited in
the United States mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the record of stockholders of the
Corporation. Such further notice shall be given as may be required by law.
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A written waiver of any notice of any annual or special
meeting signed by the person entitled thereto, shall be deemed equivalent to
notice. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders needs to be specified in a
written waiver of notice. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.
Section 1.04. Quorum and Required Vote. Except as otherwise
required by law or by the Certificate of Incorporation, the presence in person
or by proxy of the holders of record of one-third of the shares entitled to vote
at a meeting of stockholders shall constitute a quorum for the transaction of
business at such meeting. Except as otherwise required by law or by the
Certificate of Incorporation, these By-Laws or the rules or regulations of any
stock exchange applicable to the Corporation, the vote of a majority (or, in the
case of the election of Directors, a plurality) of the shares represented in
person or by proxy at any meeting at which a quorum is present shall be
sufficient for the transaction of any business at such meeting.
Section 1.05. Voting Rights. Subject to the rights of the
holders of any class or series of Preferred Stock, every holder of record of
shares entitled to vote at a meeting of stockholders shall be entitled to one
vote for each share outstanding in such stockholder's name on the books of the
Corporation at the close of business on the date fixed pursuant to the
provisions of Section 5.05 hereof as the record date for the determination of
the stockholders who shall be entitled to notice of and to vote at such meeting.
Section 1.06. Voting by Ballot. No vote of the stockholders
need be taken by written ballot unless otherwise required by law. Any vote not
required to be taken by ballot may be conducted in any manner approved by the
presiding officer at the meeting at which such vote is taken.
Section 1.07. Adjournment. If a quorum is not present at any
meeting of the stockholders, the presiding officer shall have the power to
adjourn any such meeting from time to time until a quorum is present. Notice of
any adjourned meeting of the stockholders of the Corporation need not be given
if the place, date and hour thereof are announced at the meeting at which the
adjournment is taken, provided, however, that if the adjournment is for more
than thirty days, or if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice
of the adjourned meeting, conforming to the requirements of Section 1.03 hereof,
shall be given to each stockholder of record entitled to vote at such meeting.
At any adjourned
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meeting at which a quorum is present, any business may be transacted that might
have been transacted on the original date of the meeting.
Section 1.08. Proxies. Any stockholder entitled to vote at any
meeting of the stockholders may authorize another person or persons to vote at
any such meeting for such stockholder by proxy. A stockholder may authorize a
valid proxy by executing a written instrument signed by such stockholder, or
such stockholder's authorized officer, director, employee or agent, or by
causing such signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature, or by transmitting or
authorizing the transmission of a telegram, cablegram, data and voice telephonic
communications, computer network, e-mail or other means of electronic
transmission to the person designated as the holder of the proxy, a proxy
solicitation firm, a proxy support service organization or a like authorized
agent. No such proxy shall be voted or acted upon after the expiration of three
years from the date of such proxy, unless such proxy provides for a longer
period. Every proxy shall be revocable at the pleasure of the stockholder
executing it, except in those cases where applicable law provides that a proxy
shall be irrevocable. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by filing another duly executed
proxy bearing a later date with the Secretary. Proxies by telegram, cablegram,
data and voice telephonic communications, computer network, e-mail or other
electronic transmission must either set forth or be submitted with information
from which it can be determined that such electronic transmission was authorized
by the stockholder. If it is determined that such electronic transmission is
valid, the inspectors shall specify the information upon which they relied. Any
copy, facsimile telecommunication or other reliable reproduction of a writing or
transmission created pursuant to this section may be substituted or used in lieu
of the original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.
Section 1.09. Presiding Officer and Secretary of the Meeting.
(a) At every meeting of stockholders the presiding officer shall be the Chairman
or, in the event of the Chairman's absence or disability, the President, or in
the event of the President's absence or disability, any officer designated by
the Chief Executive Officer, or in the event of the Chief Executive Officer's
absence or the failure of the Chief Executive Officer to designate an officer
for such purpose, any officer chosen by resolution of the Board of Directors.
The order of business and all other matters of procedure at every meeting of
stockholders may be determined by the presiding officer. The Secretary, or in
the event of the Secretary's absence or disability, any Assistant Secretary
designated by the presiding officer, if any, or if there be no Assistant
Secretary, in the absence of the Secretary, an appointee of the presiding
officer, shall act as Secretary of the meeting.
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(b) Conduct of Meetings. The Board of Directors may adopt by
resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem appropriate. Except to the extent inconsistent
with any such rules and regulations as adopted by the Board of Directors, the
presiding officer shall have the right and authority to convene and to adjourn
the meeting, to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such presiding officer, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the presiding officer, may
include, but are not limited to, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the presiding officer shall determine; (iv) restrictions on
entry to the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.
Section 1.10. Notice of Stockholder Business and Nominations.
(a) Annual Meetings of Stockholders. (i) Nominations of
persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders at an annual meeting
of stockholders may be made only (A) by or at the direction of the Board of
Directors or the Chief Executive Officer, or (B) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complies with the
applicable requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the rules and regulations promulgated thereunder and the
notice procedures set forth in clause (ii) of this paragraph and who was a
stockholder of record at the time such notice is delivered to the Secretary of
the Corporation.
(ii) For nominations or other business to be properly brought
before an annual meeting by a stockholder, pursuant to clause (B) of paragraph
(a)(i) of this Section 1.10, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation and any such other
business must otherwise be a proper matter for stockholder action. To be timely,
a stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not less than 120 calendar days prior to
the first anniversary of the previous year's annual meeting; provided, however,
that in the event that no annual meeting was held in the previous year or the
date of the annual meeting was changed by more than 30 days from the anniversary
date of the previous year's annual meeting, notice by the stockholder must be so
received not later than 120 calendar days prior to such annual meeting or 10
calendar days following the date on which public announcement of the date of the
meeting is first made.
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In no event shall an adjournment or postponement of an annual meeting (or the
public announcement thereof) commence a new time period (or extend any time
period) for the giving of stockholders' notice as described below. Such
stockholder's notice shall set forth (A) as to each person whom the stockholder
proposes to nominate for election or reelection as a Director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act, and Rule 14a-11 thereunder,
including such person's written consent to being named in the proxy statement as
a nominee and to serving as a Director if elected; (B) as to any other business
that the stockholder proposes to bring before the meeting, a brief description
of the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and, in the event that such business
includes a proposal to amend either the Certificate of Incorporation or the
By-Laws of the Corporation, the language of the proposed amendment; (C) any
material interest in such business of such stockholder and of any beneficial
owner on whose behalf the proposal is made and, in case of nominations, a
description of all arrangements or understandings between the stockholder and
each nominee and any other persons (naming them) pursuant to which the
nominations are to be made by the stockholder; (D) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by a qualified representative
at the meeting to propose such business; (E) if the stockholder intends to
solicit proxies in support of such stockholder's proposals, a representation to
that effect; and (F) as to the stockholder giving the notice and any beneficial
owner on whose behalf the nomination or proposal is made, (1) the name and
address of such stockholder, as it appears on the Corporation's books, and of
such beneficial owner and (2) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner. If such stockholder does not appear or send a qualified
representative to present such proposal at such annual meeting, the Corporation
need not present such proposal for a vote at such meeting, notwithstanding that
proxies in respect of such vote may have been received by the Corporation. The
presiding officer of any annual meeting of stockholders shall refuse to permit
any business proposed by a stockholder to be brought before such annual meeting
without compliance with the foregoing procedures or if the stockholder solicits
proxies in support of such stockholder's proposal without such stockholder
having made the representation required by clause (E) above.
(b) Special Meetings of Stockholders. (i) Only such business
as shall have been brought before the special meeting of the stockholders
pursuant to the Corporation's notice of meeting pursuant to Section 1.02 of
these By-Laws shall be conducted at such meeting.
(ii) In the event that Directors are to be elected at a
special meeting of stockholders pursuant to the Corporation's notice of meeting,
nominations of persons for
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election to the Board of Directors may be made at such special meeting of
stockholders (1) by or at the direction of the Board of Directors or (2) by any
stockholder of the Corporation who is entitled to vote at the meeting, who
complies with the notice procedures set forth in this Section 1.10 and who is a
stockholder of record at the time such notice is delivered to the Secretary of
the Corporation. Nominations by stockholders of persons for election to the
Board of Directors may be made at such special meeting of stockholders if the
stockholder's notice as required by paragraph (a)(ii) of this Section 1.10 shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than 150 calendar days prior to such special meeting or 10
calendar days following the date on which public announcement of the date of the
special meeting and of the nominees to be elected at such meeting is first made.
In no event shall the adjournment or postponement of a special meeting (or the
public announcement thereof) commence a new time period (or extend any time
period) for the giving of a stockholder's notice as described above.
(c) General. (i) Only persons who are nominated in accordance
with the procedures set forth in this Section 1.10 shall be eligible to serve as
Directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 1.10. Except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws, the presiding officer of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made or proposed in
accordance with the procedures set forth in this Section 1.10 and, if any
proposed nomination or business is not in compliance with this Section 1.10, to
declare that such defective proposal or nomination shall be disregarded.
(ii) Nothing in this Section 1.10 shall be deemed to affect
any rights of the holders of any class or series of preferred stock, if any, to
elect Directors if so provided under any applicable preferred stock Certificate
of Designation (as defined in the Certificate of Incorporation).
Section 1.11. Inspectors of Elections. (a) Prior to any
meeting of the stockholders, the Board of Directors shall appoint one or more
persons to act as Inspectors of Elections, and may designate one or more
alternate inspectors. If no inspector or alternate is able to act, the person
presiding at the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of the duties of an
inspector, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of such inspector's
ability. The inspector shall:
(i) ascertain the number of shares outstanding and the voting
power of each;
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(ii) determine the shares represented at the meeting and the
validity of proxies and ballots;
(iii) specify the information relied upon to determine the
validity of electronic transmissions in accordance with Section 1.08
hereof;
(iv) count all votes and ballots;
(v) determine and retain for a reasonable period a record of
the disposition of any challenges made to any determination by the
inspectors;
(vi) certify such inspector's determination of the number of
shares represented at the meeting, and such inspector's count of all
votes and ballots.
(b) The inspector may appoint or retain other persons or
entities to assist in the performance of the duties of inspector.
(c) When determining the shares represented and the validity
of proxies and ballots, the inspector shall be limited to an examination of the
proxies, any envelopes submitted with those proxies, any proxies provided in
accordance with Section 1.08 of these By-Laws, ballots and the regular books and
records of the Corporation. The inspector may consider other reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers or their nominees or a similar person which
represent more votes than the holder of a proxy is authorized by the record
owner to cast or more votes than the stockholder holds of record. If the
inspector considers other reliable information as outlined in this section, the
inspector, at the time of certification pursuant to (a)(vi) of this Section
1.11, shall specify the precise information considered, the person or persons
from whom such information was obtained, when this information was obtained, the
means by which such information was obtained, and the basis for the inspector's
belief that such information is accurate and reliable.
Section 1.12. Opening and Closing of Polls. The time for the
opening and the closing of the polls for the matters to be voted upon at a
stockholder meeting shall be announced at the meeting by the presiding officer.
The inspector of the election shall be prohibited from accepting any ballots,
proxies or votes or any revocations thereof or changes thereto after the closing
of the polls, unless the Delaware Court of Chancery upon application by a
stockholder shall determine otherwise.
Section 1.13. Confidential Voting. (a) Proxies and ballots
that identify the votes of specific stockholders shall be kept in confidence by
the inspectors of election unless (i) there is an opposing solicitation with
respect to the election or removal of
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Directors, (ii) disclosure is required by applicable law, (iii) a stockholder
expressly requests or otherwise authorizes disclosure in relation to such
stockholder's vote, or (iv) the Corporation concludes in good faith that a bona
fide dispute exists as to the authenticity of one or more proxies, ballots or
votes, or as to the accuracy of any tabulation of such proxies, ballots or
votes.
(b) The inspectors of election and any authorized agents or
other persons engaged in the receipt, count and tabulation of proxies and
ballots shall be advised of this By-Law and instructed to comply herewith.
(c) The inspectors of election shall certify, to the best of
their knowledge based on due inquiry, that proxies and ballots have been kept in
confidence as required by this Section 1.13.
Section 1.14. No Stockholder Action by Written Consent. Any
action required or permitted to be taken by the stockholders of the Corporation
must be effected at a duly called annual or special meeting of the stockholders
of the Corporation, and the ability of the stockholders to consent in writing to
the taking of any action is specifically denied.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. General Powers. Except as may otherwise be
provided by law, by the Certificate of Incorporation or by these By-Laws, the
property, affairs and business of the Corporation shall be managed by or under
the direction of the Board of Directors and the Board of Directors may exercise
all the powers of the Corporation.
Section 2.02. Number of Directors. Subject to the rights of
the holders of any class or series of preferred stock, if any, the number of
Directors shall be fixed from time to time exclusively pursuant to a resolution
adopted by a majority of the entire Board of Directors, but the Board of
Directors shall at no time consist of fewer than three (3) Directors.
Section 2.03. Classified Board; Election of Directors. The
Directors of the Corporation, subject to the rights of the holders of shares of
any class or series of preferred stock, shall be classified with respect to the
time for which they severally hold office, into three classes, as nearly equal
in number as possible, one class ("Class I") whose term expires at the 2000
annual meeting stockholders, another class ("Class II")
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whose term expires at the 2001 annual meeting of stockholders, and another class
("Class III") whose term expires at the 2002 annual meeting of stockholders,
with each class to hold office until its successors are elected and qualified.
Except as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, at each
annual meeting of stockholders of the Corporation, and subject to the rights of
the holders of shares of any class or series of preferred stock, the successors
of the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.
Section 2.04. Annual and Regular Meetings. The annual meeting
of the Board of Directors for the purpose of electing officers and for the
transaction of such other business as may come before the meeting shall be held
as soon as practicable following adjournment of the annual meeting of the
stockholders. Notice of such annual meeting of the Board of Directors need not
be given. The Board of Directors from time to time may by resolution provide for
the holding of regular meetings and fix the place (which may be within or
without the State of Delaware) and the date of such meetings. Notice of regular
meetings need not be given; provided, however, that if the Board of Directors
shall fix or change the time or place of any regular meeting, notice of such
action shall be mailed promptly, or sent by telephone, including a voice
messaging system or other system or technology designed to record and
communicate messages, telegraph, facsimile, electronic mail or other electronic
means, to each Director who shall not have been present at the meeting at which
such action was taken, addressed or transmitted to him or her at such Director's
usual place of business, or shall be delivered or transmitted to him or her
personally. Notice of such action need not be given to any Director who attends
the first regular meeting after such action is taken without protesting the lack
of notice to him or her, prior to or at the commencement of such meeting, or to
any Director who submits a signed waiver of notice, whether before or after such
meeting.
Section 2.05. Special Meetings; Notice. Special meetings of
the Board of Directors shall be held whenever called by the Chairman or the
Chief Executive Officer (or, in the event of the Chief Executive Officer's
absence or disability, by the President or any Officer Director) or by the
Secretary pursuant to a resolution approved by a majority of the entire Board of
Directors, at such place (within or without the State of Delaware), date and
hour as may be specified in the respective notices or waivers of notice of such
meetings. Special meetings of the Board of Directors may be called on
twenty-four (24) hours' notice, if notice is given to each Director personally
or by telephone, including a voice messaging system, or other system or
technology designed to record and communicate messages, telegraph, facsimile,
electronic mail or other electronic means, or on five (5) days' notice, if
notice is mailed to each Director, addressed or transmitted to him or her at
such Director's usual place of business or other designated location. Notice of
any special meeting need not be given to any Director who attends such meeting
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without protesting the lack of notice to him or her, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting, and any business may be transacted
thereat.
Section 2.06. Quorum; Voting. At all meetings of the Board of
Directors, the presence of a majority of the total number of Directors shall
constitute a quorum for the transaction of business. Except as otherwise
required by law, the vote of a majority of the Directors present at any meeting
at which a quorum is present shall be the act of the Board of Directors.
Section 2.07. Adjournment. A majority of the Directors
present, whether or not a quorum is present, may adjourn any meeting of the
Board of Directors to another time or place. No notice need be given of any
adjourned meeting unless the time and place of the adjourned meeting are not
announced at the time of adjournment, in which case notice conforming to the
requirements of Section 2.05 of these By-Laws shall be given to each Director.
Section 2.08. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent thereto in
writing, and such writing or writings are filed with the minutes of proceedings
of the Board of Directors.
Section 2.09. Regulations; Manner of Acting. To the extent
consistent with applicable law, the Certificate of Incorporation and these
By-Laws, the Board of Directors may adopt such rules and regulations for the
conduct of meetings of the Board of Directors and for the management of the
property, affairs and business of the Corporation as the Board of Directors may
deem appropriate. The Directors shall act only as a Board and the individual
Directors shall have no power as such.
Section 2.10. Action by Telephonic Communications. Members of
the Board of Directors may participate in any meeting of the Board of Directors
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in any meeting pursuant to this provision shall constitute
presence in person at such meeting.
Section 2.11. Resignations. Any Director may resign at any
time by delivering a written notice of resignation, signed by such Director, to
the Chairman or the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
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Section 2.12. Removal of Directors. Subject to the rights of
the holders of any class or series of preferred stock, if any, to elect
additional Directors under specified circumstances, any Director may be removed
at any time, but only for cause, upon the affirmative vote of the holders of a
majority of the combined voting power of the then outstanding stock of the
Corporation entitled to vote generally in the election of Directors. Any vacancy
in the Board of Directors caused by any such removal may be filled at such
meeting by the stockholders entitled to vote for the election of the Director so
removed. A Director filling any such vacancy shall be of the same class as that
of the Director whose removal created such vacancy and shall hold office until
such Director's successor shall have been elected and qualified or until such
Director's earlier death, resignation or removal. If such stockholders do not
fill such vacancy at such meeting, such vacancy may be filled in the manner
provided in Section 2.13 of these By-Laws.
Section 2.13. Vacancies and Newly Created Directorships.
Subject to the rights of the holders of any class or series of preferred stock,
if any, to elect additional Directors under specified circumstances, and except
as provided in Section 2.12, if any vacancies shall occur in the Board of
Directors, by reason of death, resignation, removal or otherwise, or if the
authorized number of Directors shall be increased pursuant to Section 2.02
hereof, the Directors then in office shall continue to act, and such vacancies
and newly created directorships may be filled by a majority of the Directors
then in office, although less than a quorum. Any Director filling a vacancy
shall be of the same class as that of the Director whose death, resignation,
removal or other event caused the vacancy, and any Director filling a newly
created directorship shall be of the class specified by the Board of Directors
at the time the newly created directorships were created. A Director elected to
fill a vacancy or a newly created directorship shall hold office until such
Director's successor has been elected and qualified or until such Director's
earlier death, resignation or removal.
Section 2.14. Compensation. The amount, if any, which each
Director shall be entitled to receive as compensation for such Director's
services as such shall be fixed from time to time by the Board of Directors.
Section 2.15. Reliance on Accounts and Reports, etc. A
Director, and any member of any committee designated by the Board of Directors
shall, in the performance of such Director's duties, be fully protected in
relying in good faith upon the records of the Corporation and upon information,
opinions, reports or statements presented to the Corporation by any of the
Corporation's officers or employees, or committees designated by the Board of
Directors, or by any other person as to the matters the member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.
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ARTICLE III
BOARD COMMITTEES
Section 3.01. How Constituted. The Board of Directors may
designate one or more Committees, including an Executive Committee, an Audit
Committee, a Compensation Committee, a Nominating and Corporate Governance
Committee and a Corporate Social Responsibility Committee, each such Committee
to consist of such number of Directors as from time to time may be fixed by the
Board of Directors. Thereafter, members of each such Committee may be designated
from time to time by the Board of Directors. Any such Committee may be abolished
or re-designated from time to time by the Board of Directors.
Section 3.02. Committee Powers. (a) Executive Committee.
During the intervals between the meetings of the Board of Directors, the
Executive Committee, except as otherwise provided in this section, and subject
to the provisions of the Certificate of Incorporation, shall have and may
exercise the powers and authority of the Board of Directors in the management of
the property, affairs and business of the Corporation, including the power to
declare dividends.
(b) Audit Committee. The Audit Committee, except as otherwise
provided in any resolution of the Board of Directors, shall have and may
exercise the authority of the Board of Directors: to recommend to the Board of
Directors the selection of the Corporation's independent certified public
accountants; to review the scope, plans and results relating to the internal and
external audits of the Corporation and its financial statements; to review the
financial condition of the Corporation; to monitor and evaluate the integrity of
the Corporation's financial reporting processes and procedures; to assess the
significant business and financial risks and exposures of the Corporation and to
evaluate the adequacy of the Corporation'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; and to review the Corporation's policies on ethical business
conduct and monitor compliance therewith.
(c) Compensation Committee. The Compensation Committee, except
as otherwise provided in any resolution of the Board of Directors, shall have
and may exercise all the authority of the Board of Directors with respect to
compensation, benefits and personnel administration of the employees of the
Corporation; shall nominate persons for election or appointment by the Board of
Directors of all principal officers (as determined by the Committee) and such
other officers as the Committee may determine to elect or appoint as officers;
shall evaluate the performance and recommend to the Board of Directors the
compensation of such principal officers and such other officers as
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the Committee may determine; may elect or appoint officers as provided in
Sections 4.01 and 4.02 of these By-Laws; and may recommend to the Board of
Directors any plan to issue options for the purchase of shares of the
Corporation's stock to its officers or employees and those of its subsidiaries.
(d) Nominating and Corporate Governance Committee. The
Nominating and Corporate Governance Committee, except as otherwise provided in
any resolution of the Board of Directors, shall make recommendations to the
Board of Directors with respect to electing Directors and filling vacancies on
the Board of Directors, shall review and make recommendations to the Board of
Directors with respect to the organization, structure, size, composition and
operation of the Board of Directors and its Committees, including, but not
limited to, the compensation for non-employee directors, may recommend to the
Board of Directors any plan to issue options for the purchase of shares of the
Corporation's stock to its non-employee directors, and shall review and make
recommendations with respect to other corporate governance matters and matters
that relate to the Corporation's status as a publicly-traded company.
(e) Corporate Social Responsibility Committee. The Corporate
Social Responsibility Committee, except as otherwise provided in any resolution
of the Board of Directors, shall exercise general supervision of the
Corporation's charitable contributions, public benefit programs, and other
corporate responsibility matters.
(f) Other Committees. Each other Committee, except as
otherwise provided in this section, shall have and may exercise such powers of
the Board of Directors as may be provided by resolution or resolutions of the
Board of Directors.
(g) Limitations on Committee Authority. None of the Executive
Committee, the Audit Committee, the Compensation Committee, the Nominating and
Corporate Governance Committee, the Corporate Social Responsibility Committee or
any such other Committee shall have the power or authority:
(i) to approve, adopt or recommend to the stockholders, any
action or matter expressly required by applicable law, the Certificate
of Incorporation or the rules of any exchange on which the shares of
the Corporation are traded, to be submitted to stockholders for
approval; or
(ii) to adopt, amend or repeal the By-Laws of the Corporation.
The Executive Committee shall have, and any such other Committee may be granted
by the Board of Directors, power to authorize the seal of the Corporation to be
affixed to any or all papers which may require it.
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Section 3.03. Proceedings. Each Committee may, subject to
approval of the Board of Directors, adopt a charter specifying its scope of
responsibility and may fix its own rules of procedure and may meet at such place
(within or without the State of Delaware), at such time and upon such notice, if
any, as it shall determine from time to time. Each Committee shall keep minutes
of its proceedings and shall report such proceedings to the Board of Directors
at the meeting of the Board of Directors next following any such proceedings.
Section 3.04. Quorum and Manner of Acting. Except as may be
otherwise provided in the resolution creating such Committee, at all meetings of
any Committee the presence of members constituting a majority of the total
membership of such Committee shall constitute a quorum for the transaction of
business. The act of the majority of the members present at any meeting at which
a quorum is present shall be the act of such Committee. Any action required or
permitted to be taken at any meeting of any such Committee may be taken without
a meeting, if all members of such Committee shall consent to such action in
writing and such writing or writings are filed with the minutes of the
proceedings of the Committee. The members of any such Committee shall act only
as a Committee, and the individual members of such Committee shall have no power
as such.
Section 3.05. Action by Telephonic Communications. Members of
any Committee designated by the Board of Directors may participate in a meeting
of such Committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this provision shall
constitute presence in person at such meeting.
Section 3.06. Resignations. Any member of any Committee may
resign at any time by delivering a written notice of resignation, signed by such
member, to the Chairman or the President. Unless otherwise specified therein,
such resignation shall take effect upon delivery.
Section 3.07. Removal. Any member of any Committee may be
removed from the position as a member of such Committee at any time, either for
or without cause, by resolution adopted by a majority of the whole Board of
Directors.
Section 3.08. Vacancies. If any vacancy shall occur in any
Committee, by reason of death, resignation, removal or otherwise, the remaining
members shall continue to act, and any such vacancy may be filled by the Board
of Directors.
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ARTICLE IV
OFFICERS
Section 4.01. Number. The officers of the Corporation shall be
elected by the Board of Directors and shall be a Chairman, Chief Executive
Officer, President, one or more Vice Presidents, a Chief Financial Officer, a
Secretary, a Treasurer, a Controller and a General Counsel. The Board of
Directors may appoint such other officers as it may deem appropriate, provided
that officers of the rank of Vice-President and below may be appointed by the
Compensation Committee. Such other officers shall exercise such powers and
perform such duties as may be determined from time to time by the Board of
Directors, Chief Executive Officer or President. Any number of offices may be
held by the same person. No officer, other than the Chairman, need be a Director
of the Corporation.
Section 4.02. Election. Unless otherwise determined by the
Board of Directors, the officers of the Corporation shall be elected by the
Board of Directors at the annual meeting of the Board of Directors, and shall be
elected to hold office until the next succeeding annual meeting of the Board of
Directors. In the event of the failure to elect officers at such meeting,
officers may be elected at any regular or special meeting of the Board of
Directors. Officers of the rank of Vice-President and below may be elected by
the Compensation Committee. Each officer shall hold office until such officer's
successor has been elected and qualified, or until such officer's earlier death,
resignation or removal.
Section 4.03. Salaries. The salaries of all principal officers
(as determined by the Board of Directors) of the Corporation shall be fixed by
the Board of Directors.
Section 4.04. Removal and Resignation; Vacancies. Any officer
may be removed for or without cause at any time by the Board of Directors. Any
officer may resign at any time by delivering a written notice of resignation,
signed by such officer, to the Board of Directors or the Chief Executive
Officer. Unless otherwise specified therein, such resignation shall take effect
upon delivery. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise, shall be filled by the Board of Directors.
Section 4.05. Authority and Duties of Officers. The officers
of the Corporation shall have such authority and shall exercise such powers and
perform such duties as may be specified in these By-Laws, except that in any
event each officer shall exercise such powers and perform such duties as may be
required by law.
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Section 4.06. The Chairman. The Directors shall elect from
among the members of the Board of Directors a Chairman of the Board. The
Chairman shall have such duties and powers as set forth in these By-Laws or as
shall otherwise be conferred upon the Chairman from time to time by the Board of
Directors. The Chairman shall preside over all meetings of the Stockholders and
the Board of Directors.
Section 4.07. The Chief Executive Officer. The Chief Executive
Officer shall have general control and supervision of the policies and
operations of the Corporation. He or she shall manage and administer the
Corporation's business and affairs and shall also perform all duties and
exercise all powers usually pertaining to the office of a chief executive
officer of a corporation. The Chief Executive Officer shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
Section 4.08. The President. The President, subject to the
authority of the Chief Executive Officer (if the President is not the Chief
Executive Officer), shall have primary responsibility for, and authority with
respect to, the management of the day-to-day business and affairs of the
Corporation, to the extent prescribed by the Chief Executive Officer. The
President shall perform such other duties and have such other powers as the
Board of Directors or (if the President is not the Chief Executive Officer) the
Chief Executive Officer may from time to time prescribe.
Section 4.09. Absence or Disability of the Chief Executive
Officer. In the event of the absence of the Chief Executive Officer or in the
event of the Chief Executive Officer's inability to act, the officer, if any,
designated by resolution of the Board of Directors (or in the event there is
more than one such designated officer, then in the order of designation) shall
perform the duties of the Chief Executive Officer, and when so acting, shall
have all the powers and be subject to all the restrictions of the Chief
Executive Officer.
Section 4.10. Vice Presidents. The Vice Presidents shall have
such designations and shall perform such other duties and have such powers as
the Board of Directors, the Chief Executive Officer or the President may from
time to time prescribe.
Section 4.11. The Secretary. The Secretary shall keep or cause
to be kept a record of all the proceedings of the meetings of the stockholders
and of the Board of Directors, and shall cause all notices to be duly given in
accordance with the provisions of these By-Laws and as required by law. The
Secretary shall be the custodian of the records and of the seal of the
Corporation and cause such seal (or a facsimile thereof) to be affixed to
instruments when appropriate. The Secretary shall perform, in general, all
duties incident to the office of secretary and such other duties as may be
specified in these
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By-Laws or as may be assigned to him or her from time to time by the Board of
Directors, the Chief Executive Officer or the President.
Section 4.12. The Chief Financial Officer. The Chief Financial
Officer shall be the principal financial officer of the Corporation and shall
have responsibility for the financial affairs of the Corporation. The Chief
Financial Officer shall perform such other duties and exercise such other powers
as are normally incident to the office of chief financial officer and as may be
prescribed by the Board of Directors, the Chief Executive Officer or the
President.
Section 4.13. The Treasurer. The Treasurer shall have charge
and supervision over and be responsible for the moneys, securities, receipts and
disbursements of the Corporation, and shall keep or cause to be kept full and
accurate records of all receipts of the Corporation, and shall cause the moneys
and other valuable effects of the Corporation to be deposited in the name and to
the credit of the Corporation. The Treasurer shall cause the moneys of the
Corporation to be disbursed by checks or drafts upon the authorized depositaries
of the Corporation and cause to be taken and preserved proper vouchers for all
moneys disbursed. The Treasurer shall perform, in general, all duties incident
to the office of treasurer and such other duties as may be specified in these
By-Laws or as may be assigned to him or her from time to time by the Board of
Directors, the Chief Executive Officer, the President or the Chief Financial
Officer.
Section 4.14. The Controller. The Controller shall keep or
cause to be kept correct records of the business and transactions of the
Corporation. The Controller shall perform such other duties and exercise such
other powers as are normally incident to the office of controller and as may be
prescribed by the Board of Directors, the Chief Executive Officer or the
President.
Section 4.15. The General Counsel. The General Counsel shall
have responsibility for the legal affairs of the Corporation. The General
Counsel shall perform such other duties and exercise such other powers as are
normally incident to the office of general counsel and as may be prescribed by
the Board of Directors, the Chief Executive Officer or the President.
Section 4.16. Additional Officers. The Board of Directors from
time to time may delegate to any officer the power to appoint subordinate
officers and to prescribe their respective rights, terms of office, authorities
and duties. Any such officer may remove any such subordinate officer appointed
by him or her, for or without cause, but such removal shall be without prejudice
to the contractual rights of such subordinate officer or agent, if any, with the
Corporation.
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<PAGE> 23
Section 4.17. Security. The Board of Directors may require any
officer, agent or employee of the Corporation to provide security for the
faithful performance of such officer's, agent's or employee's duties, in such
amount and of such character as may be determined from time to time by the Board
of Directors.
ARTICLE V
CAPITAL STOCK
Section 5.01. Certificates of Stock, Uncertificated Shares.
The shares of the Corporation may be either represented by certificates or
uncertificated shares, provided that the Board of Directors may provide by
resolution or resolutions that some or all of any or all classes or series of
the stock of the Corporation shall be uncertificated shares. Any resolution of
the Board of Directors providing for uncertificated shares shall not apply to
shares represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such resolution by the Board of
Directors, every holder of stock represented by certificates and, upon request,
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of, the Corporation, (i) by the Chief Executive
Officer, the President or a Vice President, and (ii) by the Chief Financial
Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, representing the number of shares registered in certificate form.
Such certificate shall be in such form as the Board of Directors may determine,
to the extent consistent with applicable law, the Certificate of Incorporation
and these By-Laws.
Section 5.02. Signatures; Facsimile. All of such signatures on
the certificate referred to in Section 5.01 of these By-Laws may be a facsimile,
engraved or printed, to the extent permitted by law. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon a certificate representing shares of the Corporation shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he or
she were such officer, transfer agent or registrar at the date of issue.
Section 5.03. Lost, Stolen or Destroyed Certificates. The
Board of Directors may direct that a new certificate be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon delivery to the Board of Directors of an affidavit of
the owner or owners of such certificate, setting forth such allegation. The
Board of Directors may require the owner of such lost, stolen or destroyed
certificate, or such owner's legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account
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<PAGE> 24
of the alleged loss, theft or destruction of any such certificate or the
issuance of any such new certificate.
Section 5.04. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for
shares, duly endorsed or accompanied by appropriate evidence of succession,
assignment or authority to transfer, the Corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books. Within a reasonable time after the
transfer of uncertificated stock, the Corporation shall send to the registered
owner thereof a written notice containing the information required to be set
forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a)
of the General Corporation Law of the State of Delaware. Subject to the
provisions of the Certificate of Incorporation and these By-Laws, the Board of
Directors may prescribe such additional rules and regulations as it may deem
appropriate relating to the issue, transfer and registration of shares of the
Corporation.
Section 5.05. Record Date. (a) Stockholders Meetings. In order
to determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix, in
advance, a record date, which record date shall not precede the date on which
the resolution fixing the record date is adopted by the Board of Directors, and
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting. If no record date is fixed, the record
date for determining stockholders for any such purpose shall be the close of
business on the day next preceding the day on which notice of the meeting is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.
(b) Dividends and Other Distributions. In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights of the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty (60) days prior to such action. If no record date is fixed,
the record date for determining stockholders for any such purpose shall be at
the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
Section 5.06. Registered Stockholders. Prior to due surrender
of a certificate for registration of transfer, the Corporation may treat the
registered owner as
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<PAGE> 25
the person exclusively entitled to receive dividends and other distributions, to
vote, to receive notice and otherwise to exercise all the rights and powers of
the owner of the shares represented by such certificate, and the Corporation
shall not be bound to recognize any equitable or legal claim to or interest in
such shares on the part of any other person, whether or not the Corporation
shall have notice of such claim or interests. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer if, when the certificates are presented
to the Corporation for transfer or uncertificated shares are requested to be
transferred, both the transferor and transferee request the Corporation to do
so.
Section 5.07. Transfer Agent and Registrar. The Board of
Directors may appoint one or more transfer agents and one or more registrars,
and may require all certificates representing shares to bear the signature of
any such transfer agents or registrars.
ARTICLE VI
INDEMNIFICATION
Section 6.01. Nature of Indemnity. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was or has agreed to become a director
or officer of the Corporation, or is or was serving or has agreed to serve at
the request of the Corporation as a director or officer, of another corporation,
partnership, joint venture, trust or other entity, or by reason of any action
alleged to have been taken or omitted in such capacity, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her or on his or her behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that his
or her conduct was unlawful; except that in the case of an action or suit by or
in the name of the Corporation to procure a judgment in its favor (1) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (2) no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses
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<PAGE> 26
which the Delaware Court of Chancery or such other court shall deem proper.
Notwithstanding the foregoing, but subject to Section 6.05 of these By-Laws, the
Corporation shall not be obligated to indemnify a director or officer of the
Corporation in respect of a Proceeding (or such part thereof) instituted by such
director or officer, unless such Proceeding (or such part thereof) has been
authorized by the Board of Directors.
The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.
Section 6.02. Determination that Indemnification is Proper.
Unless ordered by a court, no indemnification of a present or former director or
officer of the Corporation under Section 6.01 hereof (unless ordered by a court)
shall be made by the Corporation if a determination is made that indemnification
of the present or former director or officer is not proper in the circumstances
because he or she has not met the applicable standard of conduct set forth in
Section 6.01 hereof.
Section 6.03. Advance Payment of Expenses. Expenses (including
attorneys' fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount with interest, as determined by the Corporation, if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this Article. Such expenses
(including attorneys' fees) incurred by former directors and officers may be so
paid upon such terms and conditions, if any, as the Corporation deems
appropriate. The Board of Directors may authorize the Corporation's counsel to
represent such director or officer in any action, suit or proceeding, whether or
not the Corporation is a party to such action, suit or proceeding.
Section 6.04. Procedure for Indemnification of Directors and
Officers. Any indemnification of a director or officer of the Corporation under
Section 6.01, or advance of costs, charges and expenses to a director or officer
under Section 6.04 of these By-Laws, shall be made promptly, and in any event
within thirty (30) days, upon the written request of the director or officer. If
a determination by the Corporation that the director or officer is entitled to
indemnification pursuant to this Article VI is required, and the Corporation
fails to respond within sixty (60) days to a written request for indemnity, the
Corporation shall be deemed to have approved such request. If the Corporation
denies a written request for indemnity or advancement of expenses, in whole
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<PAGE> 27
or in part, or if payment in full pursuant to such request is not made within
thirty (30) days, the right to indemnification or advances as granted by this
Article VI shall be enforceable by the director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing such person's right to indemnification or
advances, in whole or in part, in any such action shall also be indemnified by
the Corporation. It shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charges and expenses under
Section 6.03 of these By-Laws where the required undertaking, if any, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct set forth in Section 6.01 of these By-Laws, but the burden of proving
such defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, its independent legal counsel, and its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Section 6.01 of these By-Laws, nor the fact that there has been an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel, and its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.
Section 6.05. Survival; Preservation of Other Rights. The
foregoing indemnification and advancement provisions shall be deemed to be a
contract between the Corporation and each director or officer who serves in any
such capacity at any time while these provisions as well as the relevant
provisions of the General Corporation Law of the State of Delaware are in effect
and any repeal or modification thereof shall not affect any right or obligation
then existing with respect to any state of facts then or previously existing or
any action, suit or proceeding previously or thereafter brought or threatened
based in whole or in part upon any such state of facts. Such a "contract right"
may not be modified retroactively without the consent of such director or
officer.
The indemnification and advancement provided by this Article
VI shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any by-law, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office, and, once an event has occurred with respect to which a Director or
Officer is or may be entitled to indemnification under this Article, such
entitlement shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 6.06. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was or has agreed to become
a director or officer of the Corporation, or is or was serving at the request of
the Corporation as a
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<PAGE> 28
director or officer of another corporation, partnership, joint venture, trust or
other entity against any liability asserted against such person and incurred by
such person or on such person's behalf in any such capacity, or arising out of
such person's status as such, whether or not the Corporation would have the
power to indemnify him or her against such liability under the provisions of
this Article VI; provided that such insurance is available on acceptable terms,
which determination shall be made by the Chief Executive Officer.
Section 6.07. Severability. If this Article VI or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each director or
officer as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation, to the fullest extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated and to the fullest extent permitted by applicable law.
ARTICLE VII
OFFICES
Section 7.01. Registered Office. The registered office of the
Corporation in the State of Delaware shall be located at Corporation Trust
Center, 1209 Orange Street in the City of Wilmington, County of New Castle.
Section 7.02. Other Offices. The Corporation may maintain
offices or places of business at such other locations within or without the
State of Delaware as the Board of Directors may from time to time determine or
as the business of the Corporation may require.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01. Dividends. Subject to any applicable provisions
of law and the Certificate of Incorporation, dividends upon the shares of the
Corporation may be declared by the Board of Directors at any regular or special
meeting of the Board of Directors and any such dividend may be paid in cash,
property or shares of the Corporation's capital stock.
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<PAGE> 29
A member of the Board of Directors, or a member of any
committee designated by the Board of Directors shall be fully protected in
relying in good faith upon the records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation by any
of its officers or employees, or committees of the Board of Directors, or by any
other person as to matters the Director reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation, as to the value and amount
of the assets, liabilities and/or net profits of the Corporation, or any other
facts pertinent to the existence and amount of surplus or other funds from which
dividends might properly be declared and paid.
Section 8.02. Reserves. There may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
of Directors from time to time, in its absolute discretion, thinks proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors shall think conducive to the interests of the
Corporation, and the Board of Directors may similarly modify or abolish any such
reserve.
Section 8.03. Execution of Instruments. The Chief Executive
Officer, the President, any Vice President, the Secretary, the Chief Financial
Officer or the Treasurer may enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation. The Board of Directors
or the Chief Executive Officer may authorize any other officer or agent to enter
into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation. Any such authorization may be general or limited to
specific contracts or instruments.
Section 8.04. Corporate Indebtedness. No loan shall be
contracted on behalf of the Corporation, and no evidence of indebtedness shall
be issued in its name, unless authorized by the Board of Directors, the Chief
Executive Officer or the Chief Financial Officer. Such authorization may be
general or confined to specific instances. Loans so authorized may be effected
at any time for the Corporation from any bank, trust company or other
institution, or from any firm, corporation or individual. All bonds, debentures,
notes and other obligations or evidences of indebtedness of the Corporation
issued for such loans shall be made, executed and delivered as the Board of
Directors, the Chief Executive Officer or the Chief Financial Officer shall
authorize. When so authorized by the Board of Directors, the Chief Executive
Officer or the Chief Financial Officer, any part of or all the properties,
including contract rights, assets, business or good will of the Corporation,
whether then owned or thereafter acquired, may be mortgaged, pledged,
hypothecated or conveyed or assigned in trust as security for the payment of
such bonds, debentures, notes and other obligations or evidences of
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<PAGE> 30
indebtedness of the Corporation, and of the interest thereon, by instruments
executed and delivered in the name of the Corporation.
Section 8.05. Deposits. Any funds of the Corporation may be
deposited from time to time in such banks, trust companies or other depositaries
as may be determined by the Board of Directors, the Chief Executive Officer, the
Treasurer or the Chief Financial Officer or by such officers or agents as may be
authorized by the Board of Directors or the Chief Executive Officer, the
Treasurer or the Chief Financial Officer to make such determination.
Section 8.06. Checks. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
agent or agents of the Corporation, and in such manner, as the Board of
Directors or the Chief Executive Officer from time to time may determine.
Section 8.07. Sale, Transfer, etc. of Securities. To the
extent authorized by the Board of Directors or by the Chief Executive Officer,
the President, any Vice President, the Secretary, the Chief Financial Officer or
the Treasurer or any other officers designated by the Board of Directors or the
Chief Executive Officer may sell, transfer, endorse, and assign any shares of
stock, bonds or other securities owned by or held in the name of the
Corporation, and may make, execute and deliver in the name of the Corporation,
under its corporate seal (if required), any instruments that may be appropriate
to effect any such sale, transfer, endorsement or assignment.
Section 8.08. Voting as Stockholder. Unless otherwise
determined by resolution of the Board of Directors, the Chief Executive Officer,
the President or any Vice President shall have full power and authority on
behalf of the Corporation to attend any meeting of stockholders of any
corporation in which the Corporation may hold stock, and to act, vote (or
execute proxies to vote) and exercise in person or by proxy all other rights,
powers and privileges incident to the ownership of such stock. Such officers
acting on behalf of the Corporation shall have full power and authority to
execute any instrument expressing consent to or dissent from any action of any
such corporation without a meeting. The Board of Directors may by resolution
from time to time confer such power and authority upon any other person or
persons.
Section 8.09. Fiscal Year. The fiscal year of the Corporation
shall commence on the first day of January of each year (except for the
Corporation's first fiscal year which shall commence on the date of
incorporation) and shall terminate in each case on December 31.
Section 8.10. Seal. The seal of the Corporation shall be
circular in form and shall contain the name of the Corporation, the year of its
incorporation and the words
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<PAGE> 31
"Corporate Seal" and "Delaware". The form of such seal shall be subject to
alteration by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced, or may be used in any
other lawful manner.
ARTICLE IX
AMENDMENT OF BY-LAWS
Section 9.01. Amendment. These By-Laws may be amended, altered
or repealed:
(a) by resolution adopted by a majority of the Board of
Directors at any special or regular meeting of the Board of Directors
if, in the case of such special meeting only, notice of such amendment,
alteration or repeal is contained in the notice or waiver of notice of
such meeting; or
(b) at any regular or special meeting of the stockholders upon
the affirmative vote of the holders of three-fourths (3/4) or more of
the combined voting power of the outstanding shares of the Corporation
entitled to vote generally in the election of Directors if, in the case
of such special meeting only, notice of such amendment, alteration or
repeal is contained in the notice or waiver of notice of such meeting.
ARTICLE X
CONSTRUCTION
Section 10.01. Construction. In the event of any conflict
between the provisions of these By-Laws as in effect from time to time and the
provisions of the Certificate of Incorporation of the Corporation as in effect
from time to time, the provisions of such Certificate of Incorporation shall be
controlling.
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<PAGE> 1
Exhibit 10.3
- --------------------------------------------------------------------------------
------------
EMPLOYMENT CONTINUATION AGREEMENT
------------
METROPOLITAN LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
<PAGE> 2
FORM OF EMPLOYMENT CONTINUATION AGREEMENT
THIS AGREEMENT between METROPOLITAN LIFE INSURANCE COMPANY, a
New York corporation (the "Company"), and ____________ (the "Executive"), dated
as of this ____________.
W I T N E S S E T H :
WHEREAS, the Company has employed the Executive in an officer
position and has determined that the Executive holds a critical position with
the Company;
WHEREAS, the Company believes that, in the event it is
confronted with a situation that could result in a change in ownership or
control of the Company, continuity of management will be essential to its
ability to evaluate and respond to such situation in the best interests of its
policyholders, and if, at the relevant time, it is a stock company, its
shareholders;
WHEREAS, the Company understands that any such situation will
present significant concerns for the Executive with respect to his financial and
job security;
WHEREAS, the Company desires to assure itself of the
Executive's services during the period in which it is confronting such a
situation, and to provide the Executive certain financial assurances to enable
the Executive to perform the responsibilities of his position without undue
distraction and to exercise his judgment without bias due to his personal
circumstances;
WHEREAS, to achieve these objectives, the Company and the
Executive desire to enter into an agreement providing the Company and the
Executive with certain rights and obligations upon the occurrence of a Change of
Control or Potential Change of Control (as each such term is defined in Section
2 hereof);
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is hereby agreed by and between the Company and
the Executive as follows:
1. Operation of Agreement. (a) Term. The initial term of this
Agreement shall commence on the date hereof and continue until the third
anniversary of the date hereof. Thereafter, this Agreement will automatically
renew for successive and
<PAGE> 3
consecutive additional three year periods following the end of its initial term
and any extended term, unless the Company or the Executive gives the other party
written notice at least 180 days prior to the date the term hereof would
otherwise renew that it or he does not want the term to be so extended;
provided, however, that, the Company may not deliver a notice of nonrenewal
after (i) a Potential Change of Control (as is defined in Section 2(b) hereof)
unless the Board of Directors of the Company (the "Board") has adopted a
Nullification Resolution (as defined in Section 2(b) hereof) with respect to
such Potential Change of Control or (ii) a Change of Control (as defined in
Section 2(a) hereof). Notwithstanding anything to the contrary in this
Agreement, the term of this Agreement shall in all events expire (regardless of
when the term would otherwise have expired) on the second anniversary of a
Change of Control.
(b) Effective Date. Notwithstanding the provisions of Section
1(a) hereof, this Agreement shall govern the terms and conditions of the
Executive's employment and the benefits and compensation to be provided to the
Executive commencing on the date on which a Potential Change of Control or a
Change of Control occurs (the "Effective Date") and ending on the date the term
of this Agreement otherwise expires, provided that if the Executive is not
employed by the Company on the Effective Date, this Agreement shall be void and
without effect.
2. Definitions. (a) Change of Control. For the purposes of
this Agreement, a "Change of Control" shall be deemed to have occurred if:
(i) any person (within the meaning of Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")),
including any group (within the meaning of Rule 13d-5(b) under the
Exchange Act)), acquires "beneficial ownership" (within the meaning of
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined
Voting Power (as defined below) of the Company's securities;
(ii) within any 24-month period, the persons who were
directors of the Company at the beginning of such period (the
"Incumbent Directors") shall cease to constitute at least a majority of
the Board or the board of directors of any successor to the Company
provided, however, that any director elected to the Board, or nominated
for election, by a majority of the Incumbent Directors then still in
office shall be deemed to be an Incumbent Director for purposes of this
subclause 2(a)(ii);
(iii) the policyholders of the Company, if at the time in
question the Company is a mutual life insurance company, approve a
merger, consolidation, division, sale or other disposition of all or
substantially all of the assets of the
2
<PAGE> 4
Company (a "Mutual Event");provided, however, that a Mutual Event shall
not be treated as a Change of Control for purposes of this Agreement if
(x) the Company is the surviving company in any such merger or other
transaction and (y) pursuant to the terms of the agreement governing
the transaction constituting the Mutual Event, the persons who were
directors of the Company immediately prior to such Mutual Event
constitute at least 75% of the members of the Board immediately
following the consummation of such Mutual Event; or
(iv) the stockholders of the Company, if at the time in
question the Company is a stock company, approve a merger,
consolidation, share exchange, division, sale or other disposition of
all or substantially all of the assets of the Company (a "Corporate
Event"), and immediately following the consummation of which the
stockholders of the Company immediately prior to such Corporate Event
do not hold, directly or indirectly, a majority of the Voting Power of
(x) in the case of a merger or consolidation, the surviving or
resulting corporation, (y) in the case of a share exchange, the
acquiring corporation or (z) in the case of a division or a sale or
other disposition of assets, each surviving, resulting or acquiring
corporation which, immediately following the relevant Corporate Event,
holds more than 25% of the consolidated assets of the Company
immediately prior to such Corporate Event; or
(v) any other event occurs which the Board declares to be a
Change of Control.
Notwithstanding the foregoing, a Change of Control shall not be deemed to have
occurred merely as a result of (i) the conversion of the Company from a mutual
life insurance company to a stock company whose shareholders are either (x)
primarily persons who were policyholders of the Company immediately prior to
such transaction and/or a trust holding the shares of the Company for the
benefit of such policyholders or (y) another corporation the shares of which are
held primarily by the persons and/or trust described in subclause (x); (ii) the
Company becoming a direct or indirect subsidiary of a mutual holding company
whose members are primarily persons who were policyholders of the Company
immediately prior to such transaction or (iii) an underwritten offering of the
equity securities of the Company where no Person (including any group (within
the meaning of Rule 13d-5(b) under the Exchange Act)) acquires more than 25% of
the beneficial ownership interests in such securities.
(b) Potential Change of Control. For the purposes of this
Agreement, a Potential Change of Control shall be deemed to have occurred if:
(i) a Person commences a tender offer, with adequate
financing, which, if consummated, would result in such Person being the
"beneficial
3
<PAGE> 5
ownership" (within the meaning of Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 10%
or more of the combined Voting Power of the Company's securities;
(ii) the Company enters into an agreement the consummation of
which would constitute a Change of Control;
(iii) any person (including any group (within the meaning of
Rule 13d-5(b) under the Exchange Act)) other than the Company attempts,
directly or indirectly, to replace more than 25% of the directors of
the Company; provided, however, that any action taken in support of a
nominee approved by a majority of the members of the Board then in
office shall not be given any effect in determining whether a Potential
Change of Control has occurred;
(iv) certification, pursuant to New York Insurance Law Section
4210(h)(1)(B) (or any successor provision thereto) of an independent
nomination of candidates to replace more than 25% of the members of the
Board; or
(v) any other event occurs which the Board declares to be a
Potential Change of Control.
Notwithstanding the foregoing, if, after a Potential Change of Control and
before a Change of Control, the Board makes a good faith determination that such
Potential Change of Control will not result in a Change of Control, the Board
may nullify the effect of the Potential Change of Control (a "Nullification") by
resolution (a "Nullification Resolution"), in which case the Executive shall
have no further rights and obligations under this Agreement by reason of such
Potential Change of Control; provided, however, that if the Executive shall have
delivered a Notice of Termination (within the meaning of Section 6(f) hereof)
prior to the date of the Nullification Resolution, such Resolution shall not
effect the Executive's rights hereunder. If a Nullification Resolution has been
adopted and the Executive has not delivered a Notice of Termination prior
thereto, the Effective Date for purposes of this Agreement shall be the date, if
any, during the term hereof on which another Potential Change of Control or any
actual Change of Control occurs.
(c) Voting Power. A specified percentage of "Voting Power" of
a company shall mean such number of the Voting Securities as shall enable the
holders thereof to cast such percentage of all the votes which could be cast in
an annual election of directors and "Voting Securities" shall mean all
securities of a company entitling the holders thereof to vote in an annual
election of directors.
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(d) Affiliate. An "Affiliate" shall mean any corporation,
partnership, limited liability company, trust or other entity which directly, or
indirectly through one or more intermediaries, controls, or is controlled by,
the Company.
3. Employment Period. Subject to Section 6 hereof, the Company
agrees to continue the Executive in its employ, and the Executive agrees to
remain in the employ of the Company, for the period (the "Employment Period")
commencing on the Effective Date and ending on the expiration of the term of
this Agreement.
4. Position and Duties. (a) No Reduction in Position. During
the Employment Period, the Executive's position (including titles), authority
and responsibilities shall be at least commensurate with those held, exercised
and assigned immediately prior to the Effective Date. It is understood that, for
purposes of this Agreement, such position, authority and responsibilities shall
not be regarded as not commensurate merely by virtue of the fact that a
successor shall have acquired all or substantially all of the business and/or
assets of the Company as contemplated by Section 12(b) hereof. The Executive's
services shall be performed at the location where the Executive was employed
immediately preceding the Effective Date or at any other office or location not
more than 35 miles from such pre-Effective Date location.
(b) Business Time. During the Employment Period, the Executive
agrees to devote his full attention during normal business hours to the business
and affairs of the Company and to use his best efforts to perform faithfully and
efficiently the responsibilities assigned to him hereunder, to the extent
necessary to discharge such responsibilities, except for (i) time spent in
managing his personal, financial and legal affairs and serving on corporate,
civic or charitable boards or committees, in each case only if and to the extent
not substantially interfering with the performance of such responsibilities, and
(ii) periods of vacation and sick leave to which he is entitled. It is expressly
understood and agreed that the Executive's continuing to serve on any boards and
committees on which he is serving or with which he is otherwise associated
immediately preceding the Effective Date shall not be deemed to interfere with
the performance of the Executive's services to the Company.
5. Compensation. (a) Base Salary. During the Employment
Period, the Executive shall receive a base salary at a monthly rate at least
equal to the monthly salary paid to the Executive by the Company and any
Affiliate immediately prior to the Effective Date. The base salary shall be
reviewed at least once each year after the Effective Date, and may be increased
(but not decreased) at any time and from time to time by action of the Board or
any committee thereof or any individual having authority to take such action in
accordance with the Company's regular practices. The Executive's base salary, as
it may be increased from time to time, shall hereafter be referred to as the
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"Base Salary". Neither the Base Salary nor any increase in the Base Salary after
the Effective Date shall serve to limit or reduce any other obligation of the
Company hereunder.
(b) Annual Bonus. During the Employment Period, in addition to
the Base Salary, the Executive shall be afforded the opportunity to receive an
annual bonus (the "Annual Bonus Opportunity") in an amount which provides the
Executive with the same bonus opportunity as other executives of the Company of
comparable rank. If any fiscal year commences but does not end during the
Employment Period, Executive shall receive a pro-rated amount in respect of the
Annual Bonus Opportunity for the portion of the fiscal year occurring during the
Employment Period. Any amount payable in respect of the Annual Bonus Opportunity
shall be paid as soon as practicable following the year for which the amount (or
any prorated portion) is earned or awarded, unless electively deferred by the
Executive pursuant to any deferral programs or arrangements that the Company may
make available to the Executive.
(c) Long-term Incentive Compensation Programs. During the
Employment Period, the Executive shall participate in all long-term incentive
compensation programs for key executives at a level that is commensurate with
the level made available from time to time to executives of comparable rank.
(d) Benefit Plans. During the Employment Period, the Executive
(and, to the extent applicable, his dependents) shall be entitled to participate
in or be covered under all pension, retirement, deferred compensation, savings,
medical, dental, health, disability, group life, accidental death and travel
accident insurance plans and programs of the Company and any Affiliate at the
level made available from time to time to other similarly situated officers.
(e) Expenses. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the policies and procedures of the
Company as in effect from time to time with respect to expenses incurred by
other similarly situated officers.
(f) Vacation and Fringe Benefits. During the Employment
Period, the Executive shall be entitled to paid vacation and fringe benefits at
a level that is commensurate with the paid vacation and fringe benefits
available from time to time to other similarly situated officers.
(g) Indemnification. During and after the Employment Period,
the Company shall indemnify the Executive and hold the Executive harmless from
and against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, on the same terms and conditions applicable
from time to time with respect to the indemnification of its other senior
officers of comparable rank.
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(h) Office and Support Staff. The Executive shall be entitled
to an office with furnishings and other appointments, and to secretarial and
other assistance, at a level that is at least commensurate with the foregoing
provided to other similarly situated officers.
6. Termination. (a) Death, Disability or Retirement. Subject
to the provisions of Section 1 and Section 6(e) hereof, this Agreement shall
terminate automatically upon the Executive's death, termination due to
"Disability" (as defined below) or voluntary retirement under any of the
Company's retirement plans as in effect from time to time. For purposes of this
Agreement, "Disability" shall mean the Executive's inability to perform the
duties of his position, as determined in accordance with the policies and
procedures applicable with respect to the Company's long-term disability plan,
as in effect immediately prior to the Effective Date; provided, however, that
the Executive's employment may not be terminated for Disability hereunder unless
the Executive has requested that he be considered for, and has qualified to
receive, long-term disability benefits under such plan.
(b) Voluntary Termination. Notwithstanding anything in this
Agreement to the contrary, the Executive may voluntarily terminate employment
for any reason (including early retirement under the terms of any of the
Company's retirement plans as in effect from time to time), upon not less than
60 days' written notice to the Company, provided that any termination by the
Executive pursuant to Section 6(d) hereof on account of Good Reason (as defined
therein) or pursuant to Section 6(e) hereof during the Special Window Period
shall not be treated as a voluntary termination under this Section 6(b).
(c) Cause. The Company may terminate the Executive's
employment for Cause. For purposes of this Agreement, "Cause" means (i) the
Executive's conviction or plea of nolo contendere to a felony; (ii) an act of
dishonesty or gross misconduct on the Executive's part which results or is
intended to result in material damage to the Company's business or reputation;
or (iii) repeated material violations by the Executive of his obligations under
Section 4 hereof, which violations are demonstrably willful and deliberate on
the Executive's part.
(d) Good Reason. After the Effective Date, the Executive may
terminate his employment at any time for Good Reason. For purposes of this
Agreement, "Good Reason" means the occurrence of any of the following, without
the express written consent of the Executive, after the Effective Date:
(i) (A) the assignment to the Executive of any duties
inconsistent in any material adverse respect with the Executive's
position, authority or
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responsibilities as contemplated by Section 4(a) hereof, or (B) any
other material adverse change in such position, including titles,
authority or responsibilities;
(ii) any failure by the Company to comply with any of the
provisions of Section 5 hereof, other than an insubstantial or
inadvertent failure remedied by the Company promptly after receipt of
notice thereof given by the Executive;
(iii) requiring the Executive to be based at any office or
location more than 35 miles from the location at which the Executive
performed his duties immediately prior to the Effective Date, except
for travel reasonably required in the performance of the Executive's
responsibilities; or
(iv) any failure by the Company to obtain the assumption and
agreement to perform this Agreement by a successor as contemplated by
Section 12(b) hereof.
In no event shall the mere occurrence of a Change of Control, absent any further
impact on the Executive, be deemed to constitute Good Reason.
(e) Special Window Period. Except in the case of a Mutual
Event in which the Company is the surviving corporation and, pursuant to the
terms of the agreement governing the transaction constituting the Mutual Event,
the individuals who were serving as members of the Board immediately prior to
such Mutual Event constitute at least a majority of the members of the Board
immediately following the consummation of such Mutual Event, the Executive shall
also have the right to terminate his employment at any time and for any reason
during the 30-day period commencing on the six month anniversary of the date on
which a Change of Control occurs (the "Special Window Period").
(f) Notice of Termination. Any termination by the Company for
Cause or by the Executive for Good Reason shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 13(e)
hereof. For purposes of this Agreement, a "Notice of Termination" means a
written notice given, (i) in the case of a termination for Cause, within 10
business days of the Company's having actual knowledge of the events giving rise
to such termination, (ii) in the case of a termination for Good Reason, within
120 days of the Executive's having actual knowledge of the events giving rise to
such termination, or (iii) in the case of a Special Window Period, at any time
during such Special Window Period. Any such Notice of Termination shall (i)
indicate the specific termination provision in this Agreement relied upon, (ii)
set forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated, and (iii) if the termination date is other than the date of receipt
of such notice, specify the
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termination date of this Agreement (which date shall be not more than 15 days
after the giving of such notice and, in the case of a termination by the
Executive during the Special Window Period, during such Special Window Period).
The failure by the Executive to set forth in the Notice of Termination any fact
or circumstance which contributes to a showing of Good Reason shall not waive
any right of the Executive hereunder or preclude the Executive from asserting
such fact or circumstance in enforcing his rights hereunder.
(g) Date of Termination. For the purpose of this Agreement,
the term "Date of Termination" means (i) in the case of a termination for which
a Notice of Termination is required, the date of receipt of such Notice of
Termination or, if later, the date specified therein, as the case may be, and
(ii) in all other cases, the actual date on which the Executive's employment
terminates during the Employment Period.
7. Obligations of the Company upon Termination. (a) Death or
Disability. If the Executive's employment is terminated during the Employment
Period by reason of the Executive's death or Disability, this Agreement shall
terminate without further obligations to the Executive or the Executive's legal
representatives under this Agreement other than those obligations accrued
hereunder at the Date of Termination, and the Company shall pay to the Executive
(or his beneficiary or estate), at the times determined below (i) the
Executive's full Base Salary through the Date of Termination (the "Earned
Salary"), (ii) any vested amounts or benefits owing to the Executive under or in
accordance with the terms and conditions of the Company's otherwise applicable
employee benefit plans and programs, including any compensation previously
deferred by the Executive (together with any accrued earnings thereon) and not
yet paid by the Company and any accrued vacation pay not yet paid by the Company
(the "Accrued Obligations"), and (iii) any other benefits payable due to the
Executive's death or Disability under the Company's plans, policies or programs
(the "Additional Benefits").
Any Earned Salary shall be paid in cash in a single lump sum
as soon as practicable, but in no event more than 30 days (or at such earlier
date required by law), following the Date of Termination. Accrued Obligations
and Additional Benefits shall be paid in accordance with the terms of the
applicable plan, program or arrangement.
(b) Cause and Voluntary Termination. If, during the Employment
Period, the Executive's employment shall be terminated for Cause or voluntarily
terminated by the Executive (other than on account of Good Reason or during the
Special Window Period, the Company shall pay the Executive (i) the Earned Salary
in cash in a single lump sum as soon as practicable, but in no event more than
30 days, following the Date of Termination, and (ii) the Accrued Obligations in
accordance with the terms of the applicable plan, program or arrangement.
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(c) Termination by the Company other than for Cause and
Termination by the Executive for Good Reason or in the Special Window Period.
(i) Lump Sum Payments. If (x) the Company terminates the
Executive's employment other than for Cause during the Employment
Period, (y) the Executive terminates his employment at any time during
the Employment Period for Good Reason or (z) the Executive terminates
his employment with or without Good Reason during the Special Window
Period, the Company shall pay to the Executive, at the times determined
below, the following amounts:
(A) the Executive's Earned Salary;
(B) a cash amount (the "Severance Amount") equal to the sum of
(1) three times the Executive's annual rate of
Base Salary as then in effect;
(2) three times the average of the annual
bonuses payable to the Executive under the
Annual Variable Incentive Plan (or any
successor plan thereto) for the each of the
three fiscal years of the Company (or, if
less, the number of prior fiscal years
during which Executive was an employee of
the Company or an Affiliate) ended
immediately prior to the Effective Date for
which an annual bonus amount had been
determined by the Board (or any committee
thereof) prior to the Effective Date. If the
Executive was employed by the Company for
only a portion of any fiscal year included
in the period for which the average referred
to in the immediately preceding sentence is
determined and the bonus payable for such
fiscal year took into account such partial
period of employment, such bonus for such
fiscal year shall be annualized for purposes
of calculating such average; and
(3) three times the average of the long-term
incentive compensation amounts payable to
the Executive with respect to each of the
last three performance periods (or, if the
Executive participated in the long-term
compensation program in respect to a lesser
number of such performance periods, such
lesser number) ended prior to the Effective
Date for which the amount payable had been
determined by the Board (or any committee
thereof) prior to the Effective
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Date; provided, however, that, the amount
determined under this subclause (3) shall be
reduced (but not below zero) by the
"Determined Value" (as defined below) of any
vested stock options, restricted stock or
similar equity-based award relating to the
Company's common equity on the earlier to
occur of the Executive's Date of Termination
or the date on which a Change of Control
occurs. For purposes of this Agreement,
Determined Value shall mean the excess of
the "Equity Value" over the price, if any,
payable by the Executive in respect of such
stock option or other award and Equity Value
shall be determined to be (x) in the case of
a Change of Control occurring by reason of a
merger, recapitalization or similar
transaction or as a result of a tender
offer, the value received by the Company's
equity holders in such transaction or the
price paid in such tender offer (with the
value of any non-cash consideration to be
determined in good faith by the Compensation
Committee of the Board as constituted
immediately prior to the Effective Date) and
(y) in the case of any other Change of
Control or where the date as of which such
Determined Value is measured is the
Executive's Date of Termination, the average
of the high and low reported sales prices of
such equity on the principal securities
market on which such equity is traded on the
relevant date; and
(c) the Accrued Obligations.
The Earned Salary and Severance Amount shall be paid in cash in a
single lump sum as soon as practicable, but in no event more than 30
days (or at such earlier date required by law), following the Date of
Termination. Accrued Obligations shall be paid in accordance with the
terms of the applicable plan, program or arrangement.
(ii) Continuation of Benefits. The Executive (and, to the extent
applicable, his dependents) shall be entitled, after the Date of Termination
until the third anniversary of the Date of Termination (the "End Date"), to
continue participation in all of the Company's employee and executive plan
providing medical, dental and long-term disability benefits (collectively, the
"Continuing Benefit Plans"); provided, however, that the participation by the
Executive (and, to the extent applicable, his dependents) in any Continuing
Benefit Plan shall cease on the date, if any, prior to the End Date on which the
Executive becomes eligible for comparable benefits under a similar plan, policy
or program of a subsequent employer ("Prior Date"). The Executive's
participation in the
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Continuing Benefit Plans will be on the same terms and conditions that would
have applied had the Executive continued to be employed by the Company through
the End Date or the Prior Date. To the extent any such benefits cannot be
provided under the terms of the applicable plan, policy or program, the Company
shall provide a comparable benefit under another plan or from the Company's
general assets.
(iii) Termination of Employment Within Three Years of Normal Retirement
Date. Notwithstanding anything else to the contrary contained in this Section
7(c), if the Executive's employment with the Company terminates at any time
during the three year period ending on the Executive's normal retirement date,
as determined in accordance with the Company's policies then in effect for the
Company's senior executives (the "Normal Retirement Date"), and the Executive
would be entitled to receive severance benefits under this Section 7(c), then
(i) the multiplier in Section 7(c)(i) shall not be three, but shall be a number
equal to three times (x/1095), where x equals the number of days remaining until
the Executive's Normal Retirement Date, and (ii) the End Date described in
Section 7(c)(ii) shall not be the third anniversary of the Date of Termination,
but shall be the Executive's Normal Retirement Date.
(d) Discharge of the Company's Obligations. Except as
expressly provided in the last sentence of this Section 7(d) hereof , the
amounts payable to the Executive pursuant to this Section 7 (whether or not
reduced pursuant to Section 7(e) hereof) following termination of his employment
shall be in full and complete satisfaction of the Executive's rights under this
Agreement and any other claims he may have in respect of his employment by the
Company or any of its Affiliates. Such amounts shall constitute liquidated
damages with respect to any and all such rights and claims and, upon the
Executive's receipt of such amounts, the Company shall be released and
discharged from any and all liability to the Executive in connection with this
Agreement or otherwise in connection with the Executive's employment with the
Company and its Affiliates.
(e) Limit on Payments by the Company.
(i) Application of Section 7(e) Hereof . In the event that any
amount or benefit paid or distributed to the Executive pursuant to this
Agreement, taken together with any amounts or benefits otherwise paid
or distributed to the Executive by the Company or any Affiliate
(collectively, the "Covered Payments"), would be an "excess parachute
payment" as defined in Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), and would thereby subject the Executive
to the tax (the "Excise Tax") imposed under Section 4999 of the Code
(or any similar tax that may hereafter be imposed), the provisions of
this Section 7(e) shall apply to determine the amounts payable to
Executive pursuant to this Agreement.
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(ii) Calculation of Benefits. Promptly after delivery of any
Notice of Termination, the Company shall notify the Executive of the
aggregate present value of all termination benefits to which he would
be entitled under this Agreement and any other plan, program or
arrangement as of the projected Date of Termination, together with the
projected maximum payments, determined as of such projected Date of
Termination that could be paid without the Executive being subject to
the Excise Tax.
(iii) Imposition of Payment Cap. If the aggregate value of all
compensation payments or benefits to be paid or provided to the
Executive under this Agreement and any other plan, agreement or
arrangement with the Company exceeds the amount which can be paid to
the Executive without the Executive incurring an Excise Tax, then the
amounts payable to the Executive under this Section 7 shall be reduced
(but not below zero) to the maximum amount which may be paid hereunder
without the Executive becoming subject to such an Excise Tax (such
reduced payments to be referred to as the "Payment Cap"). In the event
that Executive receives reduced payments and benefits hereunder,
Executive shall have the right to designate which of the payments and
benefits otherwise provided for in this Agreement that he will receive
in connection with the application of the Payment Cap.
(iv) Application of Section 280G. For purposes of determining
whether any of the Covered Payments will be subject to the Excise Tax
and the amount of such Excise Tax,
(A) such Covered Payments will be treated as "parachute
payments" within the meaning of Section 280G of the
Code, and all "parachute payments" in excess of the
"base amount" (as defined under Section 280G(b)(3) of
the Code) shall be treated as subject to the Excise
Tax, unless, and except to the extent that, in the
good faith judgment of the Company's independent
certified public accountants appointed prior to the
Effective Date or tax counsel selected by such
Accountants (the "Accountants"), the Company has a
reasonable basis to conclude that such Covered
Payments (in whole or in part) either do not
constitute "parachute payments" or represent
reasonable compensation for personal services
actually rendered (within the meaning of Section
280G(b)(4)(B) of the Code) in excess of the portion
of the "base amount allocable to such Covered
Payments," or such "parachute payments" are other
wise not subject to such Excise Tax, and
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(B) the value of any non-cash benefits or any deferred
payment or benefit shall be determined by the
Accountants in accordance with the principles of
Section 280G of the Code.
(v) Adjustments in Respect of the Payment Cap. If the
Executive receives reduced payments and benefits under this Section
7(e) (or this Section 7(e) is determined not to be applicable to the
Executive because the Accountants conclude that Executive is not
subject to any Excise Tax) and it is established pursuant to a final
determination of a court or an Internal Revenue Service proceeding (a
"Final Determination") that, notwithstanding the good faith of the
Executive and the Company in applying the terms of this Agreement, the
aggregate "parachute payments" within the meaning of Section 280G of
the Code paid to the Executive or for his benefit are in an amount that
would result in the Executive being subject an Excise Tax, then the
amount equal to such excess parachute payments shall be deemed for all
purposes to be a loan to the Executive made on the date of receipt of
such excess payments, which the Executive shall have an obligation to
repay to the Company on demand, together with interest on such amount
at the applicable Federal rate (as defined in Section 1274(d) of the
Code) from the date of the payment hereunder to the date of repayment
by the Executive. If this Section 7(e) is not applied to reduce the
Executive's entitlements under this Section 7 because the Accountants
determine that the Executive would not receive a greater net-after tax
benefit by applying this Section 7(e) and it is established pursuant to
a Final Determination that, notwithstanding the good faith of the
Executive and the Company in applying the terms of this Agreement, the
Executive would have received a greater net after tax benefit by
subjecting his payments and benefits hereunder to the Payment Cap, then
the aggregate "parachute payments" paid to the Executive or for his
benefit in excess of the Payment Cap shall be deemed for all purposes a
loan to the Executive made on the date of receipt of such excess
payments, which the Executive shall have an obligation to repay to the
Company on demand, together with interest on such amount at the
applicable Federal rate (as defined in Section 1274(d) of the Code)
from the date of the payment hereunder to the date of repayment by the
Executive. If the Executive receives reduced payments and benefits by
reason of this Section 7(e) and it is established pursuant to a Final
Determination that the Executive could have received a greater amount
without exceeding the Payment Cap, then the Company shall promptly
thereafter pay the Executive the aggregate additional amount which
could have been paid without exceeding the Payment Cap, together with
interest on such amount at the applicable Federal rate (as defined in
Section 1274(d) of the Code) from the original payment due date to the
date of actual payment by the Company.
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(f) Notwithstanding anything else in this Section 7 to the
contrary, nothing in this Section 7 shall be construed to release the Company
from (or to otherwise waive or modify) the Company's obligation to indemnify the
Executive pursuant to Section 5(g) hereof.
8. Non-exclusivity of Rights. Except as expressly provided
herein, nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any benefit, bonus, incentive or other
plan or program provided by the Company or any Affiliate and for which the
Executive may qualify, nor shall anything herein limit or otherwise prejudice
such rights as the Executive may have under any other agreements with the
Company or any Affiliate, including employment agreements or stock option
agreements. Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan or program of the Company or any
Affiliate at or subsequent to the Date of Termination shall be payable in
accordance with such plan or program.
9. No Offset. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be diminished or otherwise affected by any circumstances,
including, but not limited to, any set-off, counterclaim, recoupment, defense or
other right which the Company may have against the Executive or others whether
by reason of the subsequent employment of the Executive or otherwise.
10. Legal Fees and Expenses. If the Executive asserts any
claim in any contest (whether initiated by the Executive or by the Company) as
to the validity, enforceability or interpretation of any provision of this
Agreement, the Company shall pay the Executive's legal expenses (or cause such
expenses to be paid) including, but not limited to, his reasonable attorney's
fees, on a quarterly basis, upon presentation of proof of such expenses in a
form acceptable to the Company, provided that the Executive shall reimburse the
Company for such amounts, plus simple interest thereon at the 90-day United
States Treasury Bill rate as in effect from time to time, compounded annually,
if the Executive shall not prevail, in whole or in part, as to at least one
material issue as to the validity, enforceability or interpretation of any
provision of this Agreement.
11. Company Property. The Agreement to Protect Corporate
Property previously executed by the Executive is incorporated herein and made a
part hereof. The Executive hereby reaffirms his commitments under such
agreement, and again agrees to be bound by each of the covenants contained
therein for the benefit of the Company in consideration of the benefits made
available to him hereby.
12. Successors. (a) This Agreement is personal to the
Executive and, without the prior written consent of the Company, shall not be
assignable by the
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Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors. The Company shall require any
successor to all or substantially all of the business and/or assets of the
Company, whether direct or indirect, by purchase, merger, consolidation,
acquisition of stock, or otherwise, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent as the Company would be
required to perform if no such succession had taken place. Without limiting the
generality of the foregoing, if prior to the occurrence of a Change of Control,
the Company is a party to a merger, recapitalization, demutualization,
restructuring, reorganization or similar transaction, as a result of which the
Company becomes a subsidiary of any entity that was a subsidiary of the Company
immediately prior to such transaction, from and after the date of such
transaction the term Company as used in the definition of Change of Control and
Potential Change of Control (but not as used in any other Section hereof, unless
required to effect the intent that a Potential Change of Control or a Change of
Control in respect of such entity shall cause the Effective Date of this
Agreement to occur) shall refer to both the Company and such entity.
13. Miscellaneous. (a) Applicable Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
applied without reference to principles of conflict of laws.
(b) Arbitration. Except to the extent provided in Section
11(c) hereof, any dispute or controversy arising under or in connection with
this Agreement shall be resolved by binding arbitration. The arbitration shall
be held in New York City and except to the extent inconsistent with this
Agreement, shall be conducted in accordance with the Expedited Employment
Arbitration Rules of the American Arbitration Association then in effect at the
time of the arbitration (or such other rules as the parties may agree to in
writing), and otherwise in accordance with principles which would be applied by
a court of law or equity. The arbitrator shall be acceptable to both the Company
and the Executive. If the parties cannot agree on an acceptable arbitrator, the
dispute shall be heard by a panel of three arbitrators, one appointed by each of
the parties and the third appointed by the other two arbitrators.
(c) Amendments. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.
(d) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the matters referred to
herein. No
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other agreement relating to the terms of the Executive's employment by the
Company, oral or otherwise, shall be binding between the parties unless it is in
writing and signed by the party against whom enforcement is sought. There are no
promises, representations, inducements or statements between the parties other
than those that are expressly contained herein. The Executive acknowledges that
he is entering into this Agreement of his own free will and accord, and with no
duress, that he has read this Agreement and that he understands it and its legal
consequences.
(e) Notices. All notices and other communications hereunder
shall be in writing and shall be given by hand-delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive: at the home address of the Executive noted
on the records of the Company
If to the Company: Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
Att.: Secretary
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(f) Tax Withholding. The Company shall withhold from any
amounts payable under this Agreement such Federal, state or local taxes as shall
be required to be withheld pursuant to any applicable law or regulation.
(g) Severability; Reformation. In the event that one or more
of the provisions of this Agreement shall become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.
(h) Waiver. Waiver by any party hereto of any breach or
default by the other party of any of the terms of this Agreement shall not
operate as a waiver of any other breach or default, whether similar to or
different from the breach or default waived. No waiver of any provision of this
Agreement shall be implied from any course of dealing between the parties hereto
or from any failure by either party hereto to assert its or his rights hereunder
on any occasion or series of occasions.
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<PAGE> 19
(i) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(j) Captions. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect.
18
<PAGE> 20
IN WITNESS WHEREOF, the Executive has hereunto set his hand
and the Company has caused this Agreement to be executed in its name on its
behalf, and its corporate seal to be hereunto affixed and attested by its
Secretary, all as of the day and year first above written.
METROPOLITAN LIFE INSURANCE COMPANY
___________________________
By: _______________________
Title:
WITNESSED:
_______________________
EXECUTIVE:
___________________________
WITNESSED:
_______________________
19
<PAGE> 1
Exhibit 10.4
- --------------------------------------------------------------------------------
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EMPLOYMENT CONTINUATION AGREEMENT
------------
METROPOLITAN LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
<PAGE> 2
FORM OF EMPLOYMENT CONTINUATION AGREEMENT
THIS AGREEMENT between METROPOLITAN LIFE INSURANCE COMPANY, a
New York corporation (the "Company"), and ____________ (the "Executive"), dated
as of this ____________.
W I T N E S S E T H :
WHEREAS, the Company has employed the Executive in an officer
position and has determined that the Executive holds a critical position with
the Company;
WHEREAS, the Company believes that, in the event it is
confronted with a situation that could result in a change in ownership or
control of the Company, continuity of management will be essential to its
ability to evaluate and respond to such situation in the best interests of its
policyholders, and if, at the relevant time, it is a stock company, its
shareholders;
WHEREAS, the Company understands that any such situation will
present significant concerns for the Executive with respect to his financial and
job security;
WHEREAS, the Company desires to assure itself of the
Executive's services during the period in which it is confronting such a
situation, and to provide the Executive certain financial assurances to enable
the Executive to perform the responsibilities of his position without undue
distraction and to exercise his judgment without bias due to his personal
circumstances;
WHEREAS, to achieve these objectives, the Company and the
Executive desire to enter into an agreement providing the Company and the
Executive with certain rights and obligations upon the occurrence of a Change of
Control or Potential Change of Control (as each such term is defined in Section
2 hereof);
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is hereby agreed by and between the Company and
the Executive as follows:
1. Operation of Agreement. (a) Term. The initial term of this
Agreement shall commence on the date hereof and continue until the third
anniversary of the date hereof. Thereafter, this Agreement will automatically
renew for successive and
<PAGE> 3
consecutive additional three year periods following the end of its initial term
and any extended term, unless the Company or the Executive gives the other party
written notice at least 180 days prior to the date the term hereof would
otherwise renew that it or he does not want the term to be so extended;
provided, however, that, the Company may not deliver a notice of nonrenewal
after (i) a Potential Change of Control (as is defined in Section 2(b) hereof)
unless the Board of Directors has adopted a Nullification Resolution (as defined
in Section 2(b) hereof) with respect to such Potential Change of Control or (ii)
a Change of Control (as defined in Section 2(a) hereof). Notwithstanding
anything to the contrary in this Agreement, the term of this Agreement shall in
all events expire (regardless of when the term would otherwise have expired) on
the second anniversary of a Change of Control.
(b) Effective Date. Notwithstanding the provisions of Section
1(a) hereof, this Agreement shall govern the terms and conditions of the
Executive's employment and the benefits and compensation to be provided to the
Executive commencing on the date on which a Potential Change of Control or a
Change of Control occurs (the "Effective Date") and ending on the date the term
of this Agreement otherwise expires, provided that if the Executive is not
employed by the Company on the Effective Date, this Agreement shall be void and
without effect.
2. Definitions. (a) Change of Control. For the purposes of
this Agreement, a "Change of Control" shall be deemed to have occurred if:
(i) any person (within the meaning of Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")),
including any group (within the meaning of Rule 13d-5(b) under the
Exchange Act)), acquires "beneficial ownership" (within the meaning of
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined
Voting Power (as defined below) of the Company's securities;
(ii) within any 24-month period, the persons who were
directors of the Company at the beginning of such period (the
"Incumbent Directors") shall cease to constitute at least a majority of
the Board of Directors of the Company (the "Board") or the board of
directors of any successor to the Company provided, however, that any
director elected to the Board, or nominated for election, by a majority
of the Incumbent Directors then still in office shall be deemed to be
an Incumbent Director for purposes of this subclause 2(a)(ii);
(iii) the policyholders of the Company, if at the time in
question the Company is a mutual life insurance company, approve a
merger, consolidation, division, sale or other disposition of all or
substantially all of the assets of the
2
<PAGE> 4
Company (a "Mutual Event");provided, however, that a Mutual Event shall
not be treated as a Change of Control for purposes of this Agreement if
(x) the Company is the surviving company in any such merger or other
transaction and (y) pursuant to the terms of the agreement governing
the transaction constituting the Mutual Event, the persons who were
directors of the Company immediately prior to such Mutual Event
constitute at least 75% of the members of the Board immediately
following the consummation of such Mutual Event; or
(iv) the stockholders of the Company, if at the time in
question the Company is a stock company, approve a merger,
consolidation, share exchange, division, sale or other disposition of
all or substantially all of the assets of the Company (a "Corporate
Event"), and immediately following the consummation of which the
stockholders of the Company immediately prior to such Corporate Event
do not hold, directly or indirectly, a majority of the Voting Power of
(x) in the case of a merger or consolidation, the surviving or
resulting corporation, (y) in the case of a share exchange, the
acquiring corporation or (z) in the case of a division or a sale or
other disposition of assets, each surviving, resulting or acquiring
corporation which, immediately following the relevant Corporate Event,
holds more than 25% of the consolidated assets of the Company
immediately prior to such Corporate Event; or
(v) any other event occurs which the Board declares to be a
Change of Control.
Notwithstanding the foregoing, a Change of Control shall not be deemed to have
occurred merely as a result of (i) the conversion of the Company from a mutual
life insurance company to a stock company whose shareholders are either (x)
primarily persons who were policyholders of the Company immediately prior to
such transaction and/or a trust holding the shares of the Company for the
benefit of such policyholders or (y) another corporation the shares of which are
held primarily by the persons and/or trust described in subclause (x); (ii) the
Company becoming a direct or indirect subsidiary of a mutual holding company
whose members are primarily persons who were policyholders of the Company
immediately prior to such transaction or (iii) an underwritten offering of the
equity securities of the Company where no Person (including any group (within
the meaning of Rule 13d-5(b) under the Exchange Act)) acquires more than 25% of
the beneficial ownership interests in such securities.
3
<PAGE> 5
(b) Potential Change of Control. For the purposes of this
Agreement, a Potential Change of Control shall be deemed to have occurred if:
(i) a Person commences a tender offer, with adequate
financing, which, if consummated, would result in such Person being the
"beneficial ownership" (within the meaning of Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 10% or more of the combined Voting Power of the Company's
securities;
(ii) the Company enters into an agreement the consummation of
which would constitute a Change of Control;
(iii) any person (including any group (within the meaning of
Rule 13d-5(b) under the Exchange Act)) other than the Company attempts,
directly or indirectly, to replace more than 25% of the directors of
the Company; provided, however, that any action taken in support of a
nominee approved by a majority of the members of the Board then in
office shall not be given any effect in determining whether a Potential
Change of Control has occurred;
(iv) certification, pursuant to New York Insurance Law Section
4210(h)(1)(B) (or any successor provision thereto) of an independent
nomination of candidates to replace more than 25% of the members of the
Board; or
(v) any other event occurs which the Board declares to be a
Potential Change of Control.
Notwithstanding the foregoing, if, after a Potential Change of Control and
before a Change of Control, the Board makes a good faith determination that such
Potential Change of Control will not result in a Change of Control, the Board
may nullify the effect of the Potential Change of Control (a "Nullification") by
resolution (a "Nullification Resolution"), in which case the Executive shall
have no further rights and obligations under this Agreement by reason of such
Potential Change of Control; provided, however, that if the Executive shall have
delivered a Notice of Termination (within the meaning of Section 6(f) hereof)
prior to the date of the Nullification Resolution, such Resolution shall not
effect the Executive's rights hereunder. If a Nullification Resolution has been
adopted and the Executive has not delivered a Notice of Termination prior
thereto, the Effective Date for purposes of this Agreement shall be the date, if
any, during the term hereof on which another Potential Change of Control or any
actual Change of Control occurs.
(c) Voting Power. A specified percentage of "Voting Power" of
a company shall mean such number of the Voting Securities as shall enable the
holders
4
<PAGE> 6
thereof to cast such percentage of all the votes which could be cast in an
annual election of directors and "Voting Securities" shall mean all securities
of a company entitling the holders thereof to vote in an annual election of
directors.
(d) Affiliate. An "Affiliate" shall mean any corporation,
partnership, limited liability company, trust or other entity which directly, or
indirectly through one or more intermediaries, controls, or is controlled by,
the Company.
3. Employment Period. Subject to Section 6 hereof, the Company
agrees to continue the Executive in its employ, and the Executive agrees to
remain in the employ of the Company, for the period (the "Employment Period")
commencing on the Effective Date and ending on the expiration of the term of
this Agreement.
4. Position and Duties. (a) No Reduction in Position. During
the Employment Period, the Executive's position (including titles), authority
and responsibilities shall be at least commensurate with those held, exercised
and assigned immediately prior to the Effective Date. It is understood that, for
purposes of this Agreement, such position, authority and responsibilities shall
not be regarded as not commensurate merely by virtue of the fact that a
successor shall have acquired all or substantially all of the business and/or
assets of the Company as contemplated by Section 12(b) hereof. The Executive's
services shall be performed at the location where the Executive was employed
immediately preceding the Effective Date or at any other office or location not
more than 35 miles from such pre-Effective Date location.
(b) Business Time. During the Employment Period, the Executive
agrees to devote his full attention during normal business hours to the business
and affairs of the Company and to use his best efforts to perform faithfully and
efficiently the responsibilities assigned to him hereunder, to the extent
necessary to discharge such responsibilities, except for (i) time spent in
managing his personal, financial and legal affairs and serving on corporate,
civic or charitable boards or committees, in each case only if and to the extent
not substantially interfering with the performance of such responsibilities, and
(ii) periods of vacation and sick leave to which he is entitled. It is expressly
understood and agreed that the Executive's continuing to serve on any boards and
committees on which he is serving or with which he is otherwise associated
immediately preceding the Effective Date shall not be deemed to interfere with
the performance of the Executive's services to the Company.
5. Compensation. (a) Base Salary. During the Employment
Period, the Executive shall receive a base salary at a monthly rate at least
equal to the monthly salary paid to the Executive by the Company and any
Affiliate immediately prior to the Effective Date. The base salary shall be
reviewed at least once each year after the Effective Date, and may be increased
(but not decreased) at any time and from time to
5
<PAGE> 7
time by action of the Board or any committee thereof or any individual having
authority to take such action in accordance with the Company's regular
practices. The Executive's base salary, as it may be increased from time to
time, shall hereafter be referred to as the "Base Salary". Neither the Base
Salary nor any increase in the Base Salary after the Effective Date shall serve
to limit or reduce any other obligation of the Company hereunder.
(b) Annual Bonus. During the Employment Period, in addition to
the Base Salary, the Executive shall be afforded the opportunity to receive an
annual bonus (the "Annual Bonus Opportunity") in an amount which provides the
Executive with the same bonus opportunity as other executives of the Company of
comparable rank. If any fiscal year commences but does not end during the
Employment Period, Executive shall receive a pro-rated amount in respect of the
Annual Bonus Opportunity for the portion of the fiscal year occurring during the
Employment Period. Any amount payable in respect of the Annual Bonus Opportunity
shall be paid as soon as practicable following the year for which the amount (or
any prorated portion) is earned or awarded, unless electively deferred by the
Executive pursuant to any deferral programs or arrangements that the Company may
make available to the Executive.
(c) Long-term Incentive Compensation Programs. During the
Employment Period, the Executive shall participate in all long-term incentive
compensation programs for key executives at a level that is commensurate with
the level made available from time to time to executives of comparable rank.
(d) Benefit Plans. During the Employment Period, the Executive
(and, to the extent applicable, his dependents) shall be entitled to participate
in or be covered under all pension, retirement, deferred compensation, savings,
medical, dental, health, disability, group life, accidental death and travel
accident insurance plans and programs of the Company and any Affiliate at the
level made available from time to time to other similarly situated officers.
(e) Expenses. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the policies and procedures of the
Company as in effect from time to time with respect to expenses incurred by
other similarly situated officers.
(f) Vacation and Fringe Benefits. During the Employment
Period, the Executive shall be entitled to paid vacation and fringe benefits at
a level that is commensurate with the paid vacation and fringe benefits
available from time to time to other similarly situated officers.
6
<PAGE> 8
(g) Indemnification. During and after the Employment Period,
the Company shall indemnify the Executive and hold the Executive harmless from
and against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees, on the same terms and conditions applicable
from time to time with respect to the indemnification of its other senior
officers of comparable rank.
(h) Office and Support Staff. The Executive shall be entitled
to an office with furnishings and other appointments, and to secretarial and
other assistance, at a level that is at least commensurate with the foregoing
provided to other similarly situated officers.
6. Termination. (a) Death, Disability or Retirement. Subject
to the provisions of Section 1 hereof, this Agreement shall terminate
automatically upon the Executive's death, termination due to "Disability" (as
defined below) or voluntary retirement under any of the Company's retirement
plans as in effect from time to time. For purposes of this Agreement,
"Disability" shall mean the Executive's inability to perform the duties of his
position, as determined in accordance with the policies and procedures
applicable with respect to the Company's long-term disability plan, as in effect
immediately prior to the Effective Date; provided, however, that the Executive's
employment may not be terminated for Disability hereunder unless the Executive
has requested that he be considered for, and has qualified to receive, long-term
disability benefits under such plan.
(b) Voluntary Termination. Notwithstanding anything in this
Agreement to the contrary, the Executive may voluntarily terminate employment
for any reason (including early retirement under the terms of any of the
Company's retirement plans as in effect from time to time), upon not less than
60 days' written notice to the Company, provided that any termination by the
Executive pursuant to Section 6(d) hereof on account of Good Reason (as defined
therein) shall not be treated as a voluntary termination under this Section
6(b).
(c) Cause. The Company may terminate the Executive's
employment for Cause. For purposes of this Agreement, "Cause" means (i) the
Executive's conviction or plea of nolo contendere to a felony; (ii) an act of
dishonesty or gross misconduct on the Executive's part which results or is
intended to result in material damage to the Company's business or reputation;
or (iii) repeated material violations by the Executive of his obligations under
Section 4 hereof, which violations are demonstrably willful and deliberate on
the Executive's part.
(d) Good Reason. After the Effective Date, the Executive may
terminate his employment at any time for Good Reason. For purposes of this
Agreement, "Good Reason" means the occurrence of any of the following, without
the express written consent of the Executive, after the Effective Date:
7
<PAGE> 9
(i) (A) the assignment to the Executive of any duties
inconsistent in any material adverse respect with the Executive's
position, authority or responsibilities as contemplated by Section 4(a)
hereof, or (B) any other material adverse change in such position,
including titles, authority or responsibilities;
(ii) any failure by the Company to comply with any of the
provisions of Section 5 hereof, other than an insubstantial or
inadvertent failure remedied by the Company promptly after receipt of
notice thereof given by the Executive;
(iii) requiring the Executive to be based at any office or
location more than 35 miles from the location at which the Executive
performed his duties immediately prior to the Effective Date, except
for travel reasonably required in the performance of the Executive's
responsibilities; or
(iv) any failure by the Company to obtain the assumption and
agreement to perform this Agreement by a successor as contemplated by
Section 12(b) hereof.
In no event shall the mere occurrence of a Change of Control, absent any further
impact on the Executive, be deemed to constitute Good Reason.
(e) Notice of Termination. Any termination by the Company for
Cause or by the Executive for Good Reason shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 13(e)
hereof. For purposes of this Agreement, a "Notice of Termination" means a
written notice given, (i) in the case of a termination for Cause, within 10
business days of the Company's having actual knowledge of the events giving rise
to such termination or (ii) in the case of a termination for Good Reason, within
120 days of the Executive's having actual knowledge of the events giving rise to
such termination. Any such Notice of Termination shall (i) indicate the specific
termination provision in this Agreement relied upon, (ii) set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated, and
(iii) if the termination date is other than the date of receipt of such notice,
specify the termination date of this Agreement (which date shall be not more
than 15 days after the giving of such notice). The failure by the Executive to
set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason shall not waive any right of the
Executive hereunder or preclude the Executive from asserting such fact or
circumstance in enforcing his rights hereunder.
(f) Date of Termination. For the purpose of this Agreement,
the term "Date of Termination" means (i) in the case of a termination for which
a Notice of
8
<PAGE> 10
Termination is required, the date of receipt of such Notice of Termination or,
if later, the date specified therein, as the case may be, and (ii) in all other
cases, the actual date on which the Executive's employment terminates during the
Employment Period.
7. Obligations of the Company upon Termination. (a) Death or
Disability. If the Executive's employment is terminated during the Employment
Period by reason of the Executive's death or Disability, this Agreement shall
terminate without further obligations to the Executive or the Executive's legal
representatives under this Agreement other than those obligations accrued
hereunder at the Date of Termination, and the Company shall pay to the Executive
(or his beneficiary or estate), at the times determined below (i) the
Executive's full Base Salary through the Date of Termination (the "Earned
Salary"), (ii) any vested amounts or benefits owing to the Executive under or in
accordance with the terms and conditions of the Company's otherwise applicable
employee benefit plans and programs, including any compensation previously
deferred by the Executive (together with any accrued earnings thereon) and not
yet paid by the Company and any accrued vacation pay not yet paid by the Company
(the "Accrued Obligations"), and (iii) any other benefits payable due to the
Executive's death or Disability under the Company's plans, policies or programs
(the "Additional Benefits").
Any Earned Salary shall be paid in cash in a single lump sum
as soon as practicable, but in no event more than 30 days (or at such earlier
date required by law), following the Date of Termination. Accrued Obligations
and Additional Benefits shall be paid in accordance with the terms of the
applicable plan, program or arrangement.
(b) Cause and Voluntary Termination. If, during the Employment
Period, the Executive's employment shall be terminated for Cause or voluntarily
terminated by the Executive (other than on account of Good Reason), the Company
shall pay the Executive (i) the Earned Salary in cash in a single lump sum as
soon as practicable, but in no event more than 30 days, following the Date of
Termination, and (ii) the Accrued Obligations in accordance with the terms of
the applicable plan, program or arrangement.
(c) Termination by the Company other than for Cause and
Termination by the Executive for Good Reason.
(i) Lump Sum Payments. If (x) the Company terminates the
Executive's employment other than for Cause during the Employment
Period or (y) the Executive terminates his employment at any time
during the Employment Period for Good Reason, the Company shall pay to
the Executive, at the times determined below, the following amounts:
(A) the Executive's Earned Salary;
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<PAGE> 11
(B) a cash amount (the "Severance Amount") equal to three
times the sum of
(1) the Executive's annual rate of Base Salary
as then in effect;
(2) the average of the annual bonuses payable to
the Executive under the Annual Variable
Incentive Plan (or any successor plan
thereto) for the each of the three fiscal
years of the Company (or, if less, the
number of prior fiscal years during which
Executive was an employee of the Company or
an Affiliate) ended immediately prior to the
Effective Date for which an annual bonus
amount had been determined by the Board (or
any committee thereof) prior to the
Effective Date. If the Executive was
employed by the Company for only a portion
of any fiscal year included in the period
for which the average referred to in the
immediately preceding sentence is determined
and the bonus payable for such fiscal year
took into account such partial period of
employment, such bonus for such fiscal year
shall be annualized for purposes of
calculating such average; and
(3) the average of the long-term incentive
compensation amounts payable to the
Executive with respect to each of the last
three performance periods (or, if the
Executive participated in the long-term
compensation program in respect to a lesser
number of such performance periods, such
lesser number) ended prior to the Effective
Date for which the amount payable had been
determined by the Board (or any committee
thereof) prior to the Effective Date;
provided, however, that, the amount
determined under this subclause (3) shall be
reduced (but not below zero) by the
"Determined Value" (as defined below) of any
vested stock options, restricted stock or
similar equity-based award relating to the
Company's common equity on the earlier to
occur of the Executive's Date of Termination
or the date on which a Change of Control
occurs. For purposes of this Agreement,
Determined Value shall mean the excess of
the "Equity Value" over the price, if any,
payable by the Executive in respect of such
stock option or other award and Equity Value
shall be determined to be (x) in the case of
a Change of Control occurring by reason of a
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<PAGE> 12
merger, recapitalization or similar
transaction or as a result of a tender
offer, the value received by the Company's
equity holders in such transaction or the
price paid in such tender offer (with the
value of any non-cash consideration to be
determined in good faith by the Compensation
Committee of the Board as constituted
immediately prior to the Effective Date) and
(y) in the case of any other Change of
Control or where the date as of which such
Determined Value is measured is the
Executive's Date of Termination, the average
of the high and low reported sales prices of
such equity on the principal securities
market on which such equity is traded on the
relevant date; and
(C) the Accrued Obligations.
The Earned Salary and Severance Amount shall be paid in cash in a
single lump sum as soon as practicable, but in no event more than 30
days (or at such earlier date required by law), following the Date of
Termination. Accrued Obligations shall be paid in accordance with the
terms of the applicable plan, program or arrangement.
(ii) Continuation of Benefits. The Executive (and, to the extent
applicable, his dependents) shall be entitled, after the Date of Termination
until the third anniversary of the Date of Termination (the "End Date"), to
continue participation in all of the Company's employee and executive plan
providing medical, dental and long-term disability benefits (collectively, the
"Continuing Benefit Plans"); provided, however, that the participation by the
Executive (and, to the extent applicable, his dependents) in any Continuing
Benefit Plan shall cease on the date, if any, prior to the End Date on which the
Executive becomes eligible for comparable benefits under a similar plan, policy
or program of a subsequent employer ("Prior Date"). The Executive's
participation in the Continuing Benefit Plans will be on the same terms and
conditions that would have applied had the Executive continued to be employed by
the Company through the End Date or the Prior Date. To the extent any such
benefits cannot be provided under the terms of the applicable plan, policy or
program, the Company shall provide a comparable benefit under another plan or
from the Company's general assets.
(iii) Termination of Employment Within Three Years of Normal Retirement
Date. Notwithstanding anything else to the contrary contained in this Section
7(c), if the Executive's employment with the Company terminates at any time
during the three year period ending on the Executive's normal retirement date,
as determined in accordance with the Company's policies then in effect for the
Company's senior executives (the "Normal Retirement Date"), and the Executive
would be entitled to receive severance
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<PAGE> 13
benefits under this Section 7(c), then (i) the multiplier in Section 7(c)(i)
shall not be three, but shall be a number equal to three times (x/1095), where x
equals the number of days remaining until the Executive's Normal Retirement
Date, and (ii) the End Date described in Section 7(c)(ii) shall not be the third
anniversary of the Date of Termination, but shall be the Executive's Normal
Retirement Date.
(d) Discharge of the Company's Obligations. Except as
expressly provided in the last sentence of this Section 7(d) hereof , the
amounts payable to the Executive pursuant to this Section 7 (whether or not
reduced pursuant to Section 7(e) hereof) following termination of his employment
shall be in full and complete satisfaction of the Executive's rights under this
Agreement and any other claims he may have in respect of his employment by the
Company or any of its Affiliates. Such amounts shall constitute liquidated
damages with respect to any and all such rights and claims and, upon the
Executive's receipt of such amounts, the Company shall be released and
discharged from any and all liability to the Executive in connection with this
Agreement or otherwise in connection with the Executive's employment with the
Company and its Affiliates.
(e) Limit on Payments by the Company.
(i) Application of Section 7(e) Hereof . In the event that any
amount or benefit paid or distributed to the Executive pursuant to this
Agreement, taken together with any amounts or benefits otherwise paid
or distributed to the Executive by the Company or any Affiliate
(collectively, the "Covered Payments"), would be an "excess parachute
payment" as defined in Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), and would thereby subject the Executive
to the tax (the "Excise Tax") imposed under Section 4999 of the Code
(or any similar tax that may hereafter be imposed), the provisions of
this Section 7(e) shall apply to determine the amounts payable to
Executive pursuant to this Agreement.
(ii) Calculation of Benefits. Promptly after delivery of any
Notice of Termination, the Company shall notify the Executive of the
aggregate present value of all termination benefits to which he would
be entitled under this Agreement and any other plan, program or
arrangement as of the projected Date of Termination, together with the
projected maximum payments, determined as of such projected Date of
Termination that could be paid without the Executive being subject to
the Excise Tax.
(iii) Imposition of Payment Cap. If the aggregate value of all
compensation payments or benefits to be paid or provided to the
Executive under this Agreement and any other plan, agreement or
arrangement with the Company exceeds the amount which can be paid to
the Executive without the Executive
12
<PAGE> 14
incurring an Excise Tax, then the amounts payable to the Executive
under this Section 7 shall be reduced (but not below zero) to the
maximum amount which may be paid hereunder without the Executive
becoming subject to such an Excise Tax (such reduced payments to be
referred to as the "Payment Cap"). In the event that Executive receives
reduced payments and benefits hereunder, Executive shall have the right
to designate which of the payments and benefits otherwise provided for
in this Agreement that he will receive in connection with the
application of the Payment Cap.
(iv) Application of Section 280G. For purposes of determining
whether any of the Covered Payments will be subject to the Excise Tax
and the amount of such Excise Tax,
(A) such Covered Payments will be treated as "parachute
payments" within the meaning of Section 280G of the
Code, and all "parachute payments" in excess of the
"base amount" (as defined under Section 280G(b)(3) of
the Code) shall be treated as subject to the Excise
Tax, unless, and except to the extent that, in the
good faith judgment of the Company's independent
certified public accountants appointed prior to the
Effective Date or tax counsel selected by such
Accountants (the "Accountants"), the Company has a
reasonable basis to conclude that such Covered
Payments (in whole or in part) either do not
constitute "parachute payments" or represent
reasonable compensation for personal services
actually rendered (within the meaning of Section
280G(b)(4)(B) of the Code) in excess of the portion
of the "base amount allocable to such Covered
Payments," or such "parachute payments" are other
wise not subject to such Excise Tax, and
(B) the value of any non-cash benefits or any deferred
payment or benefit shall be determined by the
Accountants in accordance with the principles of
Section 280G of the Code.
(v) Adjustments in Respect of the Payment Cap. If the
Executive receives reduced payments and benefits under this Section
7(e) (or this Section 7(e) is determined not to be applicable to the
Executive because the Accountants conclude that Executive is not
subject to any Excise Tax) and it is established pursuant to a final
determination of a court or an Internal Revenue Service proceeding (a
"Final Determination") that, notwithstanding the good faith of the
Executive and the Company in applying the terms of this Agreement, the
aggregate "parachute payments" within the meaning of Section 280G of
the Code paid to the Executive or for his benefit are in an amount that
would result in the
13
<PAGE> 15
Executive being subject an Excise Tax, then the amount equal to such
excess parachute payments shall be deemed for all purposes to be a loan
to the Executive made on the date of receipt of such excess payments,
which the Executive shall have an obligation to repay to the Company on
demand, together with interest on such amount at the applicable Federal
rate (as defined in Section 1274(d) of the Code) from the date of the
payment hereunder to the date of repayment by the Executive. If this
Section 7(e) is not applied to reduce the Executive's entitlements
under this Section 7 because the Accountants determine that the
Executive would not receive a greater net-after tax benefit by applying
this Section 7(e) and it is established pursuant to a Final
Determination that, notwithstanding the good faith of the Executive and
the Company in applying the terms of this Agreement, the Executive
would have received a greater net after tax benefit by subjecting his
payments and benefits hereunder to the Payment Cap, then the aggregate
"parachute payments" paid to the Executive or for his benefit in excess
of the Payment Cap shall be deemed for all purposes a loan to the
Executive made on the date of receipt of such excess payments, which
the Executive shall have an obligation to repay to the Company on
demand, together with interest on such amount at the applicable Federal
rate (as defined in Section 1274(d) of the Code) from the date of the
payment hereunder to the date of repayment by the Executive. If the
Executive receives reduced payments and benefits by reason of this
Section 7(e) and it is established pursuant to a Final Determination
that the Executive could have received a greater amount without
exceeding the Payment Cap, then the Company shall promptly thereafter
pay the Executive the aggregate additional amount which could have been
paid without exceeding the Payment Cap, together with interest on such
amount at the applicable Federal rate (as defined in Section 1274(d) of
the Code) from the original payment due date to the date of actual
payment by the Company.
(f) Notwithstanding anything else in this Section 7 to the
contrary, nothing in this Section 7 shall be construed to release the Company
from (or to otherwise waive or modify) the Company's obligation to indemnify the
Executive pursuant to Section 5(g) hereof
8. Non-exclusivity of Rights. Except as expressly provided
herein, nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any benefit, bonus, incentive or other
plan or program provided by the Company or any Affiliate and for which the
Executive may qualify, nor shall anything herein limit or otherwise prejudice
such rights as the Executive may have under any other agreements with the
Company or any Affiliate, including employment agreements or stock option
agreements. Amounts which are vested benefits or which the Executive is
otherwise entitled to receive under any plan or program of the Company or any
Affiliate
14
<PAGE> 16
at or subsequent to the Date of Termination shall be payable in accordance with
such plan or program.
9. No Offset. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be diminished or otherwise affected by any circumstances,
including, but not limited to, any set-off, counterclaim, recoupment, defense or
other right which the Company may have against the Executive or others whether
by reason of the subsequent employment of the Executive or otherwise.
10. Legal Fees and Expenses. If the Executive asserts any
claim in any contest (whether initiated by the Executive or by the Company) as
to the validity, enforceability or interpretation of any provision of this
Agreement, the Company shall pay the Executive's legal expenses (or cause such
expenses to be paid) including, but not limited to, his reasonable attorney's
fees, on a quarterly basis, upon presentation of proof of such expenses in a
form acceptable to the Company, provided that the Executive shall reimburse the
Company for such amounts, plus simple interest thereon at the 90-day United
States Treasury Bill rate as in effect from time to time, compounded annually,
if the Executive shall not prevail, in whole or in part, as to at least one
material issue as to the validity, enforceability or interpretation of any
provision of this Agreement.
11. Company Property. The Agreement to Protect Corporate
Property previously executed by the Executive is incorporated herein and made a
part hereof. The Executive hereby reaffirms his commitments under such
agreement, and again agrees to be bound by each of the covenants contained
therein for the benefit of the Company in consideration of the benefits made
available to him hereby.
12. Successors. (a) This Agreement is personal to the
Executive and, without the prior written consent of the Company, shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors. The Company shall require any
successor to all or substantially all of the business and/or assets of the
Company, whether direct or indirect, by purchase, merger, consolidation,
acquisition of stock, or otherwise, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent as the Company would be
required to perform if no such succession had taken place. Without limiting the
generality of the foregoing, if prior to the occurrence of a Change of Control,
the Company is a party to a merger, recapitalization, demutualization,
restructuring, reorganization or similar transaction, as a result of which the
Company becomes a subsidiary of any entity that was a subsidiary of the Company
immediately
15
<PAGE> 17
prior to such transaction, from and after the date of such transaction the term
Company as used in the definition of Change of Control and Potential Change of
Control (but not as used in any other Section hereof, unless required to effect
the intent that a Potential Change of Control or a Change of Control in respect
of such entity shall cause the Effective Date of this Agreement to occur) shall
refer to both the Company and such entity.
13. Miscellaneous. (a) Applicable Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York,
applied without reference to principles of conflict of laws.
(b) Arbitration. Except to the extent provided in Section
11(c) hereof, any dispute or controversy arising under or in connection with
this Agreement shall be resolved by binding arbitration. The arbitration shall
be held in New York City and except to the extent inconsistent with this
Agreement, shall be conducted in accordance with the Expedited Employment
Arbitration Rules of the American Arbitration Association then in effect at the
time of the arbitration (or such other rules as the parties may agree to in
writing), and otherwise in accordance with principles which would be applied by
a court of law or equity. The arbitrator shall be acceptable to both the Company
and the Executive. If the parties cannot agree on an acceptable arbitrator, the
dispute shall be heard by a panel of three arbitrators, one appointed by each of
the parties and the third appointed by the other two arbitrators.
(c) Amendments. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.
(d) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the matters referred to
herein. No other agreement relating to the terms of the Executive's employment
by the Company, oral or otherwise, shall be binding between the parties unless
it is in writing and signed by the party against whom enforcement is sought.
There are no promises, representations, inducements or statements between the
parties other than those that are expressly contained herein. The Executive
acknowledges that he is entering into this Agreement of his own free will and
accord, and with no duress, that he has read this Agreement and that he
understands it and its legal consequences.
(e) Notices. All notices and other communications hereunder
shall be in writing and shall be given by hand-delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
16
<PAGE> 18
If to the Executive: at the home address of the Executive noted
on the records of the Company
If to the Company: Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
Att.: Secretary
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(f) Tax Withholding. The Company shall withhold from any
amounts payable under this Agreement such Federal, state or local taxes as shall
be required to be withheld pursuant to any applicable law or regulation.
(g) Severability; Reformation. In the event that one or more
of the provisions of this Agreement shall become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.
(h) Waiver. Waiver by any party hereto of any breach or
default by the other party of any of the terms of this Agreement shall not
operate as a waiver of any other breach or default, whether similar to or
different from the breach or default waived. No waiver of any provision of this
Agreement shall be implied from any course of dealing between the parties hereto
or from any failure by either party hereto to assert its or his rights hereunder
on any occasion or series of occasions.
(i) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(j) Captions. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect.
17
<PAGE> 19
IN WITNESS WHEREOF, the Executive has hereunto set his hand
and the Company has caused this Agreement to be executed in its name on its
behalf, and its corporate seal to be hereunto affixed and attested by its
Secretary, all as of the day and year first above written.
METROPOLITAN LIFE INSURANCE COMPANY
___________________________
By: _______________________
Title:
WITNESSED:
________________________
EXECUTIVE:
___________________________
WITNESSED:
________________________
18
<PAGE> 1
EXHIBIT 10.6
- --------------------------------------------------------------------------------
METLIFE, INC.
and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
------------
RIGHTS AGREEMENT
Dated as of [________], 2000
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Section 1. Certain Definitions ............................................................................................... 1
Section 2. Appointment of Rights Agent ....................................................................................... 7
Section 3. Issue of Right Certificates ....................................................................................... 7
Section 4. Form of Right Certificates ........................................................................................ 8
Section 5. Countersignature and Registration ................................................................................. 9
Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates;
Mutilated, Destroyed, Lost or Stolen Right Certificates ........................................................... 9
Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights ..................................................... 10
Section 8. Cancellation and Destruction of Right Certificates ................................................................ 12
Section 9. Reservation and Availability of Capital Stock ..................................................................... 12
Section 10. Preferred Stock Record Date ....................................................................................... 14
Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of
Rights ........................................................................................................... 14
Section 12. Certificate of Adjusted Purchase Price or Number of Shares ....................................................... 22
Section 13. Consolidation, Merger or Sale or Transfer of Assets, Cash Flow or Earning
Power ............................................................................................................ 22
Section 14. Fractional Rights and Fractional Shares .......................................................................... 25
Section 15. Rights of Action ................................................................................................. 26
Section 16. Agreement of Right Holders ....................................................................................... 26
Section 17. Right Certificate Holder Not Deemed a Stockholder ................................................................ 27
Section 18. Concerning the Rights Agent ...................................................................................... 27
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Page
<S> <C>
Section 19. Merger or Consolidation or Change of Name of Rights Agent ........................................................ 28
Section 20. Duties of Rights Agent ........................................................................................... 29
Section 21. Change of Rights Agent ........................................................................................... 32
Section 22. Issuance of New Right Certificates ............................................................................... 32
Section 23. Redemption ....................................................................................................... 33
Section 24. Exchange ......................................................................................................... 33
Section 25. Notice of Certain Events ......................................................................................... 35
Section 26. Notices .......................................................................................................... 35
Section 27. Supplements and Amendments ....................................................................................... 36
Section 28. Successors ....................................................................................................... 37
Section 29. Determinations and Actions by the Board of Directors, etc ........................................................ 37
Section 30. Benefits of this Agreement ....................................................................................... 38
Section 31. Severability ..................................................................................................... 38
Section 32. Governing Law .................................................................................................... 38
Section 33. Counterparts ..................................................................................................... 38
Section 34. Descriptive Headings ............................................................................................. 38
Exhibit A - Form of Certificate of Designation
Exhibit B - Form of Right Certificate
Exhibit C - Summary of Rights to Purchase Preferred Stock
</TABLE>
2
<PAGE> 4
RIGHTS AGREEMENT
This Rights Agreement, dated as of [_______], 2000 (the
"Agreement"), between MetLife, Inc., a Delaware corporation (the "Company"), and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company
(the "Rights Agent"),
W I T N E S S E T H :
WHEREAS, the Board of Directors of the Company has authorized
and declared a dividend distribution of one Right (as hereinafter defined) for
each share of Common Stock (as hereinafter defined) of the Company outstanding
at the Close of Business (as hereinafter defined) on [________], 2000 (the
"Record Date"), each Right initially representing the right to purchase one
one-hundredth (1/100th) of a share of Series A Junior Participating Preferred
Stock, without par value, of the Company having the rights, preferences and
limitations set forth in the Certificate of Designation attached hereto as
Exhibit A, upon the terms and subject to the conditions hereinafter set forth
(the "Rights"), and has further authorized the issuance of one Right (subject to
adjustment) with respect to each share of Common Stock of the Company issued
between the Record Date (whether originally issued or delivered from the
Company's treasury) and the earlier of the Distribution Date (as hereinafter
defined) or the Expiration Date (as hereinafter defined) and, to the extent
provided in Section 22 hereof, with respect to each such share issued after the
Distribution Date and prior to the Expiration Date;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 10% or more of the shares of Common Stock of the Company
then outstanding, but shall not include any Exempt Person. Notwithstanding the
foregoing:
(i) no Person shall become an "Acquiring Person" as the result
of an acquisition of shares of Common Stock by the Company which, by
reducing the number of shares of Common Stock outstanding, increases
the proportionate number of shares Beneficially Owned by such Person
to 10% or more of the shares of Common Stock of the Company then
outstanding, provided, however, that if a Person shall become the
Beneficial Owner of 10% or more of the shares of Common Stock of the
Company by reason of share purchases by the Company and shall, after
such share purchases by the Company, become the Beneficial Owner of any
additional shares of Common Stock of the Company (other than from the
Company pursuant to a stock dividend or stock split), then such Person
shall be deemed to be an "Acquiring Person" unless, upon becoming the
<PAGE> 5
Beneficial Owner of such additional shares of Common Stock of the
Company, such Person is not then the Beneficial Owner of 10% or more of
the shares of Common Stock of the Company then outstanding;
(ii) if the Board of Directors of the Company determines in
good faith that a Person who would otherwise be an "Acquiring Person"
has become such inadvertently (including, but not limited to, because
(A) such Person was unaware that he or it Beneficially Owned a
percentage of Common Stock that would otherwise cause such Person to be
an "Acquiring Person" or (B) such Person was aware of the extent of his
or its Beneficial Ownership but had no actual knowledge of the
consequences of such Beneficial Ownership under this Agreement) and
without any intention of changing or influencing control of the
Company, and if such Person as promptly as practicable has divested or
divests himself or itself of Beneficial Ownership of a sufficient
number of shares of Common Stock so that such Person would no longer be
an "Acquiring Person," then such Person shall not be deemed to be or to
have become an "Acquiring Person" for any purposes of this Agreement;
and
(iii) no Person shall become an "Acquiring Person" by virtue
of beneficial ownership of Common Stock of the Company by any Affiliate
and/or Associate of such Person, which Affiliate and/or Associate is
deemed to be an Affiliate and/or Associate of such Person solely by
reason of such Affiliate and/or Associate being a director or officer
of the Company.
(b) "Act" shall have the meaning set forth in Section 9(b)
hereof.
(c) "Adjustment Shares" shall have the meaning set forth in
Section 11(a)(ii) hereof.
(d) "Affiliate" and "Associate," when used with reference to
any Person, shall have the respective meanings ascribed to such terms in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as in effect on the date of this
Agreement.
(e) "Agreement" shall have the meaning set forth in the first
paragraph hereof.
(f) A Person shall be deemed the "Beneficial Owner" of and
shall be deemed to "beneficially own" any securities:
(i) which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to acquire (whether
such right is exercisable immediately or only after the passage of
time) pursuant to any agreement, arrangement or understanding (whether
or not in writing), or upon the exercise of conversion rights, exchange
rights, rights, warrants or options, or otherwise; provided, however,
that a Person shall not be deemed the "Beneficial Owner" of, or to
"beneficially own," (A)
2
<PAGE> 6
securities tendered pursuant to a tender or exchange offer made by or
on behalf of such Person or any of such Person's Affiliates or
Associates until such tendered securities are accepted for payment or
exchange, or (B) securities issuable upon exercise of Rights at any
time prior to the occurrence of a Section 11(a)(ii) Event or a Section
13 Event, or (C) securities issuable upon exercise of Rights from and
after the occurrence of a Section 11(a)(ii) Event or a Section 13
Event, which Rights were acquired by such Person or any of such
Person's Affiliates or Associates prior to the Distribution Date or
pursuant to Section 3(a) or Section 22 hereof (the "Original Rights")
or pursuant to Section 11(i) hereof in connection with an adjustment
made with respect to any Original Rights;
(ii) which such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has or shares the right to vote or
dispose of, including pursuant to any agreement, arrangement or
understanding (whether or not in writing); provided, however, that a
Person shall not be deemed the "Beneficial Owner" of, or to
"beneficially own," any security if the agreement, arrangement or
understanding to vote such security (A) arises solely from a revocable
proxy or consent given in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the Exchange Act
and the applicable rules and regulations thereunder and (B) is not also
then reportable by such Person on Schedule 13D under the Exchange Act
(or any comparable or successor report); or
(iii) which are beneficially owned, directly or indirectly, by
any other Person and with respect to which such Person or any of such
Person's Affiliates or Associates has any agreement, arrangement or
understanding (whether or not in writing) for the purpose of acquiring,
holding, voting (except pursuant to a revocable proxy or consent as
described in the proviso to subparagraph (ii) of this paragraph (f)) or
disposing of such securities of the Company;
provided, however, that nothing in this paragraph (f) shall cause (A) the Trust,
the trustee and the custodian of the Trust, or any employee, officer or director
of the Company to be the "Beneficial Owner" of, or to "beneficially own" any
securities held by the Trust or (B) a person engaged in business as an
underwriter of securities to be the "Beneficial Owner" of, or to "beneficially
own," any securities acquired through such person's participation in good faith
in a firm commitment underwriting until the expiration of forty days after the
date of such acquisition, and then only if such securities continue to be owned
by such person at such expiration of 40 days.
(g) "Business Day" shall mean any day other than a Saturday,
Sunday or day on which banking institutions in the State of New York or the city
in which the office of the Rights Agent as set forth in Section 26 hereof (which
office may change from time to time provided that the Rights Agent gives the
Company reasonable advance notice of such change) is located are authorized or
obligated by law or executive order to close.
(h) "Certificate of Designation" shall mean the Certificate of
Designation of Series A Junior Participating Preferred Stock setting forth the
powers, preferences, rights,
3
<PAGE> 7
qualifications, limitations and restrictions of such series of preferred stock
of the Company, a copy of which is attached hereto as Exhibit A.
(i) "Close of Business" on any given date shall mean 5:00
P.M., New York City time, on such date; provided, however, that if such date is
not a Business Day, it shall mean 5:00 P.M., New York City time, on the next
succeeding Business Day.
(j) "Common Stock" when used with reference to the Company
shall mean the Common Stock, par value $0.01 per share, of the Company. "Common
Stock" when used with reference to any Person other than the Company which is
organized in corporate form shall mean the capital stock with the greatest
voting power, or the equity securities or other equity interest having power to
control or direct the management, of such Person or, if such Person is a
Subsidiary of another Person, the Person which ultimately controls such
first-mentioned Person and which has issued any such outstanding capital stock,
equity securities or equity interests. "Common Stock" when used with reference
to any Person which is not organized in corporate form shall mean units of
beneficial interest which (i) shall represent the right to participate generally
in the profits and losses of such Person (including, but not limited to, any
flow-through tax benefits resulting from an ownership interest in such Person)
and which (ii) shall be entitled to exercise the greatest voting power of such
Person or have power to control or direct the management or, in the case of a
limited partnership, shall have the power to remove the general partner or
partners.
(k) "Common Stock Equivalents" shall have the meaning set
forth in Section 11(a)(iii) hereof.
(l) "Company" shall have the meaning set forth in the first
paragraph of this Agreement.
(m) "Current Market Price" shall have the meaning set forth in
Section 11(d) hereof.
(n) "Current Value" shall have the meaning set forth in
Section 11(a)(iii) hereof.
(o) "Distribution Date" shall have the meaning set forth in
Section 3(a) hereof.
(p) "Equivalent Preference Stock" shall have the meaning set
forth in Section 11(b) hereof.
(q) "Exchange Act" shall have the meaning set forth in Section
1(d) hereof.
(r) "Exempt Person" shall mean the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or any Subsidiary of the
Company, or any Person organized, appointed or established by the Company or
such Subsidiary as a fiduciary for
4
<PAGE> 8
or pursuant to the terms of any such employee benefit plan or for the purpose of
funding any such plan or funding other employee benefits for employees of the
Company or of any Subsidiary of the Company.
(s) "Expiration Date" shall have the meaning set forth in
Section 7(a) hereof.
(t) "Final Expiration Date" shall have the meaning set forth
in Section 7(a) hereof.
(u) "NASDAQ" shall have the meaning set forth in Section
11(d)(i) hereof.
(v) "Original Rights" shall have the meaning set forth in
Section 1(f)(i) hereof.
(w) "Person" shall mean any individual, firm, corporation,
partnership, trust, limited liability company or other entity and shall include
any successor (by merger or otherwise) of such entity.
(x) "Preferred Stock" shall mean shares of Series A Junior
Participating Preferred Stock, par value $1.00 per share, of the Company, having
the rights, preferences and limitations set forth in the Certificate of
Designation, and, to the extent there are not a sufficient number of shares of
Series A Junior Participating Preferred Stock authorized to permit the full
exercise of the then outstanding Rights, any other series of preferred stock of
the Company designated for such purpose by the Board of Directors of the Company
containing terms substantially similar to the terms of the Series A Junior
Participating Preferred Stock.
(y) "Principal Party" shall have the meaning set forth in
Section 13(b) hereof.
(z) "Purchase Price" shall have the meaning set forth in
Section 4 hereof.
(aa) "Record Date" shall have the meaning set forth in the
WHEREAS clause at the beginning of this Agreement.
(bb) "Redemption Price" shall have the meaning set forth in
Section 23(a) hereof.
(cc) "Right Certificate" shall have the meaning set forth in
Section 3(a) hereof.
(dd) "Rights" shall have the meaning set forth in the WHEREAS
clause at the beginning of this Agreement.
(ee) "Rights Agent" shall have the meaning set forth in the
first paragraph of this Agreement.
5
<PAGE> 9
(ff) "Section 11(a)(ii) Event" shall have the meaning set
forth in Section 11(a)(ii) hereof.
(gg) "Section 13 Event" shall have the meaning set forth in
Section 13(a) hereof.
(hh) "Spread" shall have the meaning set forth in Section
11(a)(iii) hereof.
(ii) "Stock Acquisition Time" shall mean the time of
occurrence of whichever of the following first occurs: (i) the first public
announcement (which, for purposes of this definition, shall include, but not be
limited to, a report filed pursuant to Section 13(d) of the Exchange Act) by the
Company or an Acquiring Person that an Acquiring Person has become such or (ii)
the communication to the Company (including, but not limited to, the directors
of the Company) of any notice (including, but not limited to, any written
consent or notice related thereto) from the Acquiring Person indicating or
reflecting that the Acquiring Person has become such.
(jj) "Subsidiary" shall mean, with respect to any Person, any
corporation or other entity of which securities or other ownership interests
having ordinary voting power sufficient, in the absence of contingencies, to
elect a majority of the board of directors or other persons performing similar
functions are at the time beneficially owned, directly or indirectly, by such
Person, or otherwise controlled by such Person.
(kk) "Substitution Period" shall have the meaning set forth in
Section 11(a)(iii) hereof.
(ll) "Trading Day" shall have the meaning set forth in Section
11(d)(i) hereof.
(mm) "Trust" means the trust created by the Policyholder Trust
Agreement among Metropolitan Life Insurance Company, the Company,
___________________, as Trustee and ChaseMellon Shareholder Services, L.L.C., as
Custodian, dated as of ___________________.
(nn) "Voting Stock" shall mean (i) the shares of Common Stock
of the Company and (ii) any other shares of capital stock of the Company
entitled to vote generally in the election of directors or entitled to vote
together with the shares of Common Stock in respect of any merger,
consolidation, sale of all or substantially all of the Company's assets,
liquidation, dissolution or winding up.
Section 2. Appointment of Rights Agent. The Company hereby
appoints the Rights Agent to act as agent for the Company in accordance with the
terms and conditions hereof, and the Rights Agent hereby accepts such
appointment. The Company may from time to time act as Co-Rights Agent or appoint
such Co-Rights Agents as it may deem necessary or
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desirable. Any actions which may be taken by the Rights Agent pursuant to the
terms of this Agreement may be taken by any such Co-Rights Agent.
Section 3. Issue of Right Certificates. (a) Until the earlier
of the Close of Business on (i) the tenth day after the date on which the Stock
Acquisition Time occurs, or (ii) the tenth Business Day (or such specified or
unspecified later date on or after the Record Date as may be determined by
action of the Board of Directors of the Company prior to such time as any Person
becomes an Acquiring Person) after the commencement by any Person (other than an
Exempt Person) of, or the first public announcement of the intention of any
Person (other than an Exempt Person) to commence, a tender or exchange offer for
an amount of Common Stock of the Company which, together with the shares of such
stock already owned by such Person, constitutes 10% or more of the outstanding
Common Stock of the Company (including any such date which is after the date of
this Agreement and prior to the issuance of the Rights) (the earlier of (i) and
(ii) being herein referred to as the "Distribution Date"), (x) the Rights will
be evidenced (subject to the provisions of paragraph (b) of this Section 3) by
the certificates for shares of Common Stock of the Company registered in the
names of the holders of Common Stock of the Company (which certificates for
Common Stock of the Company shall be deemed also to be certificates for Rights)
and not by separate Right Certificates, and (y) the Rights will be transferable
only in connection with the transfer of the underlying Common Stock. As soon as
practicable after the Distribution Date, the Company will send, by first-class,
insured, postage-prepaid mail, to each record holder of Common Stock of the
Company as of the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, a Right Certificate, in
substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing
one Right for each share of Common Stock of the Company so held, subject to
adjustment and to the provisions of Section 14(a) hereof. As of the Close of
Business on the Distribution Date, the Rights will be evidenced solely by such
Right Certificates.
(b) On the Record Date or as soon as practicable thereafter,
the Company will send a copy of a Summary of Rights to Purchase Preferred Stock,
in substantially the form attached hereto as Exhibit C, by first-class,
postage-prepaid mail, to each record holder of its Common Stock as of the Close
of Business on the Record Date, at the address of such holder shown on the
records of the Company. With respect to certificates for Common Stock of the
Company outstanding as of the Record Date, until the earlier of the Distribution
Date or the Expiration Date, the Rights will be evidenced by such certificates
for Common Stock and the registered holder of the Common Stock shall also be the
registered holder of the associated Rights. Until the earlier of the
Distribution Date or the Expiration Date, the surrender for transfer of any
certificate for Common Stock of the Company outstanding on the Record Date,
shall also constitute the transfer of the Rights associated with the Common
Stock represented by such certificate.
(c) Certificates issued by the Company for Common Stock
(whether upon transfer of outstanding Common Stock, original issuance or
disposition from the Company's treasury) after the Record Date but prior to the
earlier of the Distribution Date or the Expiration
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<PAGE> 11
Date shall also be deemed to be certificates for the Rights and shall have
impressed on, printed on, written on or otherwise affixed to them the following
legend:
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement between the
Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent, dated as of [_______], 2000, and as it may be amended from time
to time (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Corporation. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will
be evidenced by separate certificates and will no longer be evidenced
by this certificate. The Corporation will mail to the holder of this
certificate a copy of the Rights Agreement (as in effect on the date of
mailing) without charge promptly after receipt of a written request
therefor. Under certain circumstances set forth in the Rights
Agreement, Rights beneficially owned by an Acquiring Person, or any
Associate or Affiliate thereof (as such terms are defined in the Rights
Agreement), whether currently held by or on behalf of such Person or by
any subsequent holder, may become null and void.
With respect to such certificates containing the foregoing legend, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights
associated with the Common Stock of the Company represented by such certificates
shall be evidenced by such certificates alone and registered holders of Common
Stock of the Company shall also be the registered holders of the associated
Rights, and the surrender for transfer of any of such certificates shall also
constitute the transfer of the Rights associated with the Common Stock of the
Company represented by such certificates.
Section 4. Form of Right Certificates. The Right Certificates
(and the forms of election to purchase, certification and assignment to be
printed on the reverse thereof) shall each be substantially in the form set
forth in Exhibit B hereto and may have such marks of identification or
designation and such legends, summaries or endorsements printed thereon as the
Company may deem appropriate, which do not increase the duties or
responsibilities of the Rights Agent, and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any
applicable law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Rights may from time to
time be listed, or to conform to usage. Subject to the provisions of Sections 11
and 22 hereof, the Right Certificates, whenever distributed, shall be dated as
of the Record Date and on their face shall entitle the holders thereof to
purchase such number of one one-hundredths of a share of Preferred Stock as
shall be set forth therein at the price per one one-hundredth of a share of
Preferred Stock set forth therein (the "Purchase Price"), but the amount and
type of securities purchasable upon the exercise of each Right and the Purchase
Price thereof shall be subject to adjustment as provided in this Agreement.
Section 5. Countersignature and Registration. (a) The Right
Certificates shall be executed on behalf of the Company manually or by facsimile
by the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Chief Executive Officer, the President or any Vice
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<PAGE> 12
President and also by the Chief Financial Officer, the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary. The Right Certificates
shall be countersigned by the Rights Agent manually or by facsimile and shall
not be valid for any purpose unless so countersigned. In case any officer of the
Company who shall have signed any of the Right Certificates shall cease to be
such officer of the Company before countersignature by the Rights Agent and
issuance and delivery by the Company, such Right Certificates, nevertheless, may
be countersigned by the Rights Agent, and issued and delivered by the Company
with the same force and effect as though the person who signed such Right
Certificates had not ceased to be such officer of the Company; and any Right
Certificate may be signed on behalf of the Company by any person who, at the
actual date of the execution of such Right Certificate, shall be a proper
officer of the Company to sign such Right Certificate, although at the date of
the execution of this Rights Agreement any such person was not such an officer.
(b) Following the Distribution Date and receipt by the Rights
Agent of all necessary information, the Rights Agent will keep or cause to be
kept, at its office designated for such purpose, books in any form or medium
(including electronic media) for registration and transfer of the Right
Certificates issued hereunder. Such books shall show the names and addresses of
the respective holders of the Right Certificates, the number of Rights evidenced
by each of the Right Certificates on its face and the date and certificate
number of each of the Right Certificates.
Section 6. Transfer, Split Up, Combination and Exchange of
Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. (a)
Subject to the provisions of Sections 7(e) and 14 hereof, at any time after the
Close of Business on the Distribution Date, and at or prior to the Close of
Business on the Expiration Date, any Right Certificate or Right Certificates
may be transferred, split up, combined or exchanged for another Right
Certificate or Right Certificates, entitling the registered holder to purchase a
like number of shares of Preferred Stock (or other securities, cash or assets,
as the case may be) as the Right Certificate or Right Certificates surrendered
then entitled such holder (or former holder in the case of a transfer) to
purchase. Any registered holder desiring to transfer, split up, combine or
exchange any Right Certificate or Right Certificates shall make such request in
writing delivered to the Rights Agent, and shall surrender the Right Certificate
or Right Certificates to be transferred, split up, combined or exchanged at the
office of the Rights Agent designated for such purpose. Neither the Rights Agent
nor the Company shall be obligated to take any action whatsoever with respect to
the transfer of any such surrendered Right Certificate or Right Certificates
until the registered holder shall have completed and signed the certificate
contained in the form of assignment on the reverse side of such Right
Certificate or Right Certificates and shall have provided such additional
evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or
Affiliates or Associates thereof as the Company shall reasonably request.
Thereupon the Rights Agent shall, subject to Sections 7(e) and 14 hereof,
countersign and deliver to the Person entitled thereto a Right Certificate or
Right Certificates, as the case may be, as so requested. The Company may require
payment from the holders of Right Certificates of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any transfer,
split up, combination or exchange of such Right Certificates. The Rights Agent
shall have no duty or
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<PAGE> 13
obligation under this Section unless and until it is reasonably satisfied that
all such taxes and/or charges have been paid.
(b) Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a valid Right Certificate, and, in case of loss, theft or
destruction, of indemnity or security satisfactory to them, and reimbursement to
the Company and the Rights Agent of all reasonable expenses incidental thereto,
and upon surrender to the Rights Agent and cancellation of the Right Certificate
if mutilated, the Company will execute and deliver a new Right Certificate of
like tenor to the Rights Agent for countersignature and delivery to the
registered owner in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.
Section 7. Exercise of Rights; Purchase Price; Expiration Date
of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any
Right Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein including, but not limited to, the restrictions on
exercisability set forth in Sections 9(c), 11(a)(iii) and 23(a) hereof) in whole
or in part at any time after the Distribution Date upon surrender of the Right
Certificate, with the form of election to purchase and certificate on the
reverse side thereof duly and properly executed, to the Rights Agent at the
office of the Rights Agent designated for such purpose, together with payment of
the Purchase Price for each one one-hundredth of a share of Preferred Stock (or
other shares, securities, cash or other assets, as the case may be) as to which
the Rights are exercised, at or prior to the earliest of (i) the Close of
Business on [__________], 2010 (the "Final Expiration Date"), (ii) the time at
which the Rights are redeemed as provided in Section 23 or (iii) the time at
which the Rights are exchanged as provided in Section 24 (the earliest of (i),
(ii) and (iii) being herein referred to as the "Expiration Date").
(b) The Purchase Price for each one one-hundredth of a share
of Preferred Stock issued pursuant to the exercise of a Right shall initially be
$[__], shall be subject to adjustment from time to time as provided in Sections
11 and 13 hereof and shall be payable in lawful money of the United States of
America in accordance with paragraph (c) below.
(c) Except as otherwise provided herein, upon receipt of a
Right Certificate representing exercisable Rights, with the form of election to
purchase and certificate duly and properly executed, accompanied by payment (in
cash, or by certified bank check or money order payable to the order of the
Company) of the Purchase Price for the Preferred Stock (or other shares,
securities, cash or other assets, as the case may be) to be purchased and an
amount equal to any applicable tax or charge required to be paid by the holder
of the Rights pursuant hereto in cash, or by certified bank check or money order
payable to the order of the Company, the Rights Agent shall, subject to Section
20(k) hereof, (i) (A) promptly requisition from any transfer agent of the
Preferred Stock (or make available, if the Rights Agent is the transfer agent
for such shares) certificates for the number of shares of Preferred Stock to be
purchased (and the Company hereby irrevocably authorizes its transfer agent to
comply with all such requests), or (B) if the Company shall have elected to
deposit the total number of shares of Preferred Stock issuable upon exercise of
the Rights hereunder with a depositary agent, requisition from the
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<PAGE> 14
depositary agent depositary receipts representing interests in such number of
one one-hundredths of a share of Preferred Stock as are to be purchased (in
which case certificates for the shares of Preferred Stock represented by such
receipts shall be deposited by the transfer agent with the depositary agent) and
the Company hereby directs the depositary agent to comply with such request,
(ii) when appropriate, requisition from the Company the amount of cash to be
paid in lieu of issuance of fractional shares in accordance with Section 14
hereof, (iii) promptly after receipt of such certificates or depositary
receipts, cause the same to be delivered to or upon the order of the registered
holder of such Right Certificate, registered in such name or names as may be
designated by such holder, and (iv) when appropriate, after receipt, promptly
deliver such cash in lieu of fractional shares to or upon the order of the
registered holder of such Right Certificate. In the event that the Company is
obligated to issue other securities (including common stock of the Company), pay
cash and/or distribute other property pursuant to Section 11(a) hereof, the
Company will make all arrangements necessary so that such other securities, cash
and/or other property are available for distribution by the Rights Agent, if and
when appropriate.
(d) In case the registered holder of any Right Certificate
shall exercise less than all the Rights evidenced thereby, a new Right
Certificate evidencing Rights equivalent to the Rights remaining unexercised
shall be issued by the Rights Agent and delivered to, or upon the order of, the
registered holder of such Right Certificate, registered in such name or names as
may be designated by such holder, subject to the provisions of Section 14
hereof.
(e) Notwithstanding anything in this Agreement to the contrary,
from and after the first occurrence of a Section 11(a)(ii) Event, any Rights
beneficially owned by (i) an Acquiring Person or any Affiliate or Associate of
an Acquiring Person, (ii) a transferee of any such Acquiring Person (or of any
such Affiliate or Associate) who becomes a transferee after such Acquiring
Person becomes such or (iii) a transferee of any such Acquiring Person (or of
any such Affiliate or Associate) who becomes a transferee prior to or
concurrently with such Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from such
Acquiring Person to holders of equity interests in such Acquiring Person or to
any Person with whom such Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (B) a transfer
which the Board of Directors of the Company has determined is part of a plan,
arrangement or understanding which has as a primary purpose or effect the
avoidance of this Section 7(e), shall become null and void without any further
action, and no holder of such Rights shall have any rights whatsoever with
respect to such Rights, whether under any provision of this Agreement or
otherwise. The Company shall use all reasonable efforts to ensure that the
provisions of this Section 7(e) are complied with, but shall have no liability
to any holder of Right Certificates or other Person as a result of its failure
to make any determinations with respect to an Acquiring Person or any of its
Affiliates, Associates or transferees hereunder.
(f) Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered holder of any Right
Certificate upon the occurrence of any purported transfer or exercise as set
forth in this Section 7 unless such registered holder shall have (i) completed
and
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<PAGE> 15
signed the certificate following the form of assignment or election to
purchase set forth on the reverse side of the Right Certificate surrendered for
such assignment or exercise and (ii) provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or
Associates thereof as the Company and the Rights Agent shall reasonably request.
Section 8. Cancellation and Destruction of Right Certificates.
All Right Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall, if surrendered to the Company or to any of
its agents, be delivered to the Rights Agent for cancellation or in canceled
form, or, if surrendered to the Rights Agent, shall be canceled by it, and no
Right Certificates shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Agreement. The Company shall deliver to the
Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall deliver
all canceled Right Certificates to the Company, or shall, at the written request
of the Company, destroy such canceled Right Certificates and in such case shall
deliver a certificate of destruction thereof to the Company.
Section 9. Reservation and Availability of Capital Stock. (a)
The Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued shares of Preferred Stock (and,
following the occurrence of a Section 11(a)(ii) Event or a Section 13 Event, out
of its authorized and unissued shares of Common Stock or other securities or out
of its authorized and issued shares held in its treasury), the number of shares
of Preferred Stock (and, following the occurrence of a Section 11(a)(ii) Event
or a Section 13 Event, Common Stock of the Company or other securities) that, as
provided in this Agreement, will be sufficient to permit the exercise in full of
all outstanding Rights.
(b) So long as the Preferred Stock (and, following the
occurrence of a Section 11(a)(ii) Event or a Section 13 Event, Common Stock of
the Company or other securities) issuable upon the exercise of Rights may be
listed on any national securities exchange, the Company shall use its best
efforts to cause, from and after such time as the Rights become exercisable, all
shares reserved for such issuance to be listed on such exchange upon official
notice of issuance upon such exercise.
(c) The Company shall use its best efforts to (i) file, as
soon as practicable following the earliest date after the first occurrence of a
Section 11(a)(ii) Event or a Section 13 Event in which the consideration to be
delivered by the Company upon exercise of the Rights has been determined in
accordance with this Agreement, or as soon as is required by law following the
Distribution Date, as the case may be, a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to the securities
purchasable upon exercise of the Rights on an appropriate form, (ii) cause such
registration statement to become effective as soon as practicable after such
filing and (iii) cause such registration statement to remain effective (with a
prospectus at all times meeting the requirements of the Act) until the earlier
of (A) the date as of which the Rights are no longer exercisable for such
securities and (B) the Expiration Date. The Company will also take such action
as may be appropriate under, or to ensure
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<PAGE> 16
compliance with, the securities or "blue sky" laws of the various states in
connection with the exercisability of the Rights. The Company may, acting by
resolution of its Board of Directors, temporarily suspend, for a period of time
not to exceed one hundred and fifty (150) days after the date set forth in
clause (i) of the first sentence of this Section 9(c), the exercisability of the
Rights in order to prepare and file such registration statement and permit it to
become effective. Upon any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such time as the suspension is no
longer in effect, with prompt notice thereof to the Rights Agent.
Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be exercisable in any jurisdiction if the requisite qualifications in
such jurisdiction shall not have been obtained, the exercise thereof shall not
be permitted under applicable law, or a registration statement shall not have
been declared effective.
(d) The Company covenants and agrees that it will take all
such action as may be necessary to ensure that all one one-hundredths of a share
of Preferred Stock (and, following the occurrence of a Section 11(a)(ii) Event
or a Section 13 Event, Common Stock of the Company or other securities, as the
case may be) delivered upon exercise of Rights shall, at the time of delivery of
the certificates for such shares (subject to payment of the Purchase Price), be
duly and validly authorized and issued and fully paid and nonassessable.
(e) The Company further covenants and agrees that it will pay
when due and payable any and all taxes and charges which may be payable in
respect of the issuance or delivery of the Right Certificates and of any shares
of Preferred Stock (or shares of Common Stock of the Company or other
securities, as the case may be) upon the exercise of Rights. The Company shall
not, however, be required to pay any tax or charge which may be payable in
respect of any transfer or delivery of Right Certificates to a Person other
than, or the issuance or delivery of certificates or depositary receipts for
shares of Preferred Stock (or shares of Common Stock of the Company or other
securities, as the case may be) in a name other than that of, the registered
holder of the Right Certificate evidencing Rights surrendered for exercise or to
issue or deliver any certificates for shares of Preferred Stock (or Common Stock
of the Company or other securities, as the case may be) or depositary receipts
for Preferred Stock upon the exercise of any Rights until any such tax or charge
shall have been paid (any such tax being payable by the holder of such Right
Certificate at the time of surrender) or until it has been established to the
Company's satisfaction that no such tax or charge is due.
Section 10. Preferred Stock Record Date. Each person in whose
name any certificate for a number of one one-hundredths of a share of Preferred
Stock (or shares of Common Stock of the Company or other securities, as the case
may be) is issued upon the exercise of Rights shall for all purposes be deemed
to have become the holder of record of shares of Preferred Stock (or shares of
Common Stock of the Company or other securities, as the case may be) represented
thereby on, and such certificate shall be dated, the date upon which the Right
Certificate evidencing such Rights was duly surrendered and payment of the
Purchase Price (and any applicable taxes or charges) was made; provided,
however, that if the date of such surrender and payment is a date upon which the
Company's transfer books for the Preferred
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<PAGE> 17
Stock (or Common Stock or other securities, as the case may be) are closed, such
Person shall be deemed to have become the record holder of such shares
(fractional and otherwise) on, and such certificate shall be dated, the next
succeeding Business Day on which the Company's transfer books for the Preferred
Stock (or Common Stock or other securities, as the case may be) are open. Prior
to the exercise of the Rights evidenced thereby, the holder of a Right
Certificate shall not be entitled to any rights of a stockholder of the Company
with respect to shares for which the Rights shall be exercisable, including, but
not limited to, the right to vote, to receive dividends or other distributions
or to exercise any preemptive rights, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided herein.
Section 11. Adjustment of Purchase Price, Number and Kind of
Shares or Number of Rights. The Purchase Price, the number and kind of shares,
or fractions thereof, covered by each Right and the number of Rights outstanding
are subject to adjustment from time to time as provided in this Section 11.
(a) (i) In the event the Company shall at any time after the
date of this Agreement (A) declare or pay a dividend on the Preferred Stock
payable in shares of Preferred Stock, (B) subdivide the outstanding Preferred
Stock into a greater number of shares, (C) combine or consolidate the
outstanding Preferred Stock into a smaller number of shares or (D) issue any
shares of its capital stock in a reclassification of the Preferred Stock
(including, but not limited to, any such reclassification in connection with a
consolidation or merger in which the Company is the continuing or surviving
corporation), except as otherwise provided in Section 7(e) and this Section
11(a), the Purchase Price in effect at the time of the record date for such
dividend or of the effective date of such subdivision, combination or
reclassification, and the number and kind of shares of Preferred Stock or
capital stock, as the case may be, issuable on such date, shall be
proportionately adjusted so that the holder of any Right exercised after such
time shall be entitled to receive, upon payment of the Purchase Price then in
effect, the aggregate number and kind of shares of Preferred Stock or capital
stock, as the case may be, which, if such Right had been exercised immediately
prior to such date and at a time when the Preferred Stock or capital stock, as
the case may be, transfer books of the Company were open, he would have owned
upon such exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification. If an event occurs which would
require an adjustment under both Section 11(a)(i) and Section 11(a)(ii) hereof,
the adjustment provided for in this Section 11(a)(i) shall be in addition to,
and shall be made prior to, any adjustment required pursuant to Section
11(a)(ii) hereof.
(ii) In the event (a "Section 11(a)(ii) Event") that any
Person, alone or together with its Affiliates and Associates, shall become an
Acquiring Person, then each holder of a Right, except as provided below and in
Section 7(e) hereof, shall thereafter have the right to receive, upon exercise
thereof at the then current Purchase Price in accordance with the terms of this
Agreement, in lieu of a number of one one-hundredths of a share of Preferred
Stock, such number of shares of Common Stock of the Company as shall equal the
result obtained by (x) multiplying the then current Purchase Price by the number
of one one-hundredths of a share of Preferred Stock for which a Right was
exercisable immediately prior to the first occurrence of
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<PAGE> 18
such Section 11(a)(ii) Event, whether or not such Right was then exercisable,
and (y) dividing that product (which, following such first occurrence, shall
thereafter be adjusted as appropriate in accordance with Section 11(f) hereof
and, as so adjusted, shall be referred to as the "Purchase Price" for each Right
and for all purposes of this Agreement) by 50% of the Current Market Price per
share of the Common Stock of the Company on the date of such first occurrence
(such number of shares being hereinafter referred to as the "Adjustment
Shares"). The Company shall notify the Rights Agent as to any Persons who are
deemed by the Company to be Acquiring Persons or Associates, Affiliates or
transferees (as described in subparagraphs (ii) and (iii) of Section 7(e)
hereof) of such Persons and shall identify any Rights pertaining thereto.
(iii) In lieu of issuing shares of Common Stock of the Company
in accordance with Section 11(a)(ii) hereof, the Company, acting by resolution
of its Board of Directors, may, and, in the event that the number of shares of
Common Stock which are authorized by the Company's Certificate of Incorporation
but not outstanding or reserved for issuance for purposes other than upon
exercise of the Rights are not sufficient to permit exercise in full of the
Rights in accordance with Section 11(a)(ii) hereof, the Company, acting by
resolution of its Board of Directors, shall (A) determine the excess of (1) the
value of the Adjustment Shares issuable upon the exercise of a Right (the
"Current Value"), over (2) the Purchase Price attributable to each Right (such
excess, the "Spread") and (B) with respect to each Right (subject to Section
7(e) hereof), make adequate provision to substitute for all or any part of the
Adjustment Shares, upon payment of the applicable Purchase Price, (1) cash, (2)
a reduction in the Purchase Price, (3) Preferred Stock or other equity
securities of the Company (including, but not limited to, shares, or units of
shares, of preferred stock which the Board of Directors of the Company has
deemed to have the same value as shares of Common Stock of the Company (such
Preferred Stock or shares or units of preferred stock hereinafter called "Common
Stock Equivalents")), (4) debt securities of the Company, (5) other assets or
(6) any combination of the foregoing, which, when combined with the Adjustment
Shares (if any) to be issued, has an aggregate value equal to the Current Value,
where such aggregate value has been determined by action of the Board of
Directors of the Company based upon the advice of a nationally recognized
investment banking firm selected by the Board of Directors of the Company;
provided, however, if the Company shall not have made adequate provision to
deliver value pursuant to clause (B) above within thirty (30) days following the
first occurrence of a Section 11(a)(ii) Event, then the Company shall be
obligated to deliver, upon the surrender for exercise of a Right and without
requiring payment of the Purchase Price, shares of Common Stock of the Company
(to the extent available) and then, if necessary, cash, which shares or cash
have an aggregate value equal to the Spread. If, after the occurrence of a
Section 11(a)(ii) Event, the number of shares of Common Stock that are
authorized by the Company's certificate of incorporation but not outstanding or
reserved for issuance for purposes other than upon exercise of the Rights are
not sufficient to permit exercise in full of the Rights in accordance with
Section 11(a)(ii) hereof and the Company, acting by resolution of its Board of
Directors, shall determine in good faith that it is likely that sufficient
additional shares of its Common Stock could be authorized for issuance upon
exercise in full of the Rights, the thirty (30) day period set forth above may
be extended to the extent necessary, but not more than one hundred and fifty
(150) days after the occurrence of such Section 11(a)(ii) Event, in order that
the Company may seek stockholder approval for the authorization of such
15
<PAGE> 19
additional shares (such period as it may be extended, the "Substitution
Period"). To the extent that the Company determines that some action is to be
taken pursuant to the terms of this Section 11(a)(iii), the Company (x) shall
provide, subject to Section 7(e) hereof, that such action shall apply uniformly
to all outstanding Rights and (y) may suspend the exercisability of the Rights
until the expiration of the Substitution Period in order to seek such
stockholder approval for the authorization of additional shares or to decide the
appropriate form of distribution to be made pursuant to the first sentence of
this Section 11(a)(iii) and to determine the value thereof. In the event of any
such suspension, the Company shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a public
announcement at such time as the suspension is no longer in effect, in each case
with prompt notice thereof to the Rights Agent. For purposes of this Section
11(a)(iii), the value of the Common Stock of the Company shall be the Current
Market Price per share of the Common Stock of the Company on the date of the
first occurrence of the Section 11(a)(ii) Event, and the per share or per unit
value of any Common Stock Equivalents shall be deemed to equal the Current
Market Price per share of the Common Stock of the Company on such date.
(b) In the event that the Company shall fix a record date for
the issuance of rights, options or warrants to all holders of shares of
Preferred Stock entitling them (for a period expiring within 45 calendar days
after such record date) to subscribe for or purchase Preferred Stock (or shares
having the same rights, privileges and preferences as the shares of Preferred
Stock ("Equivalent Preference Stock")) or securities convertible into shares of
Preferred Stock or Equivalent Preference Stock at a price per share of Preferred
Stock or Equivalent Preference Stock (or having a conversion price per share, if
a security convertible into shares of Preferred Stock or Equivalent Preference
Stock) less than the Current Market Price per share of the Preferred Stock (as
defined in Section 11(d)) on such record date, the Purchase Price to be in
effect after such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a fraction, the
numerator of which shall be the number of shares of Preferred Stock outstanding
on such record date plus the number of additional shares of Preferred Stock
and/or Equivalent Preference Stock which the aggregate offering price of the
total number of shares so to be offered (and/or the aggregate initial conversion
price of the convertible securities so to be offered) would purchase at such
Current Market Price, and the denominator of which shall be the number of shares
of Preferred Stock outstanding on such record date plus the number of additional
shares of Preferred Stock or Equivalent Preference Stock to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible). In case such subscription price may be paid
in a consideration part or all of which shall be in a form other than cash, the
value of such consideration shall be as determined in good faith by the Board of
Directors of the Company, whose determination shall be described in a statement
filed with the Rights Agent. Such adjustment shall be made successively whenever
such a record date is fixed; and in the event that such rights, options or
warrants are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date had not been
fixed.
(c) In case the Company shall fix a record date for the making
of a distribution to all holders of Preferred Stock (including any such
distribution made in connection
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<PAGE> 20
with a consolidation or merger in which the Company is the continuing or
surviving corporation) of evidences of indebtedness or assets (excluding a
regular periodic cash dividend or a dividend payable in Preferred Stock, but
including any dividend payable in stock other than Preferred Stock) or
subscription rights or warrants (excluding those referred to in Section 11(b)
hereof), the Purchase Price to be in effect after such record date shall be
determined by multiplying the Purchase Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the Current Market
Price per share of Preferred Stock on such record date, less the fair market
value (as determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the Rights
Agent) of the portion of the assets or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable to one share
of Preferred Stock, and the denominator of which shall be such Current Market
Price per share of Preferred Stock. Such adjustments shall be made successively
whenever such a record date is fixed, and in the event that such distribution is
not so made, the Purchase Price shall again be adjusted to be the Purchase Price
which would then be in effect if such record date had not been fixed.
(d) (i) For the purpose of any computation hereunder, the
"Current Market Price" per share of Common Stock of the Company on any date
shall be deemed to be the average of the daily closing prices per share of such
Common Stock of the Company for the thirty (30) consecutive Trading Days
immediately prior to but not including such date; provided, however, that in the
event that the Current Market Price per share of Common Stock of the Company is
determined during a period following the announcement by the issuer of such
Common Stock of (A) a dividend or distribution on such Common Stock payable in
shares of such Common Stock or securities convertible into such Common Stock
(other than the Rights) or (B) any subdivision, combination or reclassification
of such Common Stock, and prior to the expiration of the thirty (30) Trading
Days after but not including the ex-dividend date for such dividend or
distribution, or the record date for such subdivision, combination or
reclassification, as the case may be, then, and in each such case, the Current
Market Price shall be appropriately adjusted to take into account the
ex-dividend trading. The closing price for each day shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the shares of Common Stock of the Company are not listed or admitted to
trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the shares of Common Stock
of the Company are listed or admitted to trading or, if the shares of Common
Stock of the Company are not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported by
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") or such other system then in use, or, if on any such date the shares
of Common Stock of the Company are not quoted by any such organization, the
average of the closing bid and asked prices as furnished by a professional
market maker making a market in shares of Common Stock of the Company selected
by the Company, acting by resolution of the Board of Directors of the Company,
or, if
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<PAGE> 21
on any such date no market maker is making a market in shares of Common
Stock of the Company, the fair value of such shares on such date as determined
in good faith by the Company, acting by resolution of the Board of Directors of
the Company (which determination shall be described in a statement filed with
the Rights Agent and shall be conclusive for all purposes). The term "Trading
Day" shall mean a day on which the principal national securities exchange on
which the shares of Common Stock of the Company are listed or admitted to
trading is open for the transaction of business or, if the shares of Common
Stock of the Company are not listed or admitted to trading on any national
securities exchange, a Business Day.
(ii) For the purpose of any computation hereunder, the "Current
Market Price" per share of Preferred Stock shall be determined in the same
manner as set forth for the Common Stock of the Company in Section 11(d)(i)
hereof (other than the last clause of the second sentence thereof). If the
Current Market Price per share of Preferred Stock cannot be determined in the
manner provided above or if the Preferred Stock is not publicly held or listed
or traded in a manner described in Section 11(d)(i) hereof, the Current Market
Price per share of Preferred Stock shall be conclusively deemed to be an amount
equal to 100 (as such number may be appropriately adjusted for such events as
stock splits, stock dividends and recapitalizations with respect to the Common
Stock of the Company occurring after the date of this Agreement) multiplied by
the Current Market Price per share of the Common Stock of the Company. If
neither the Common Stock of the Company nor the Preferred Stock is publicly held
or so listed or traded, the Current Market Price per share of Preferred Stock
shall mean the fair value per share as determined in good faith by the Company,
acting by resolution of its Board of Directors, whose determination shall be
described in a statement filed with Rights Agent and shall be conclusive for all
purposes. For all purposes of this Agreement, the Current Market Price of one
one-hundredth of a share of Preferred Stock shall be equal to the Current Market
Price of one share of Preferred Stock divided by 100.
(e) Anything herein to the contrary notwithstanding, no
adjustment in the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in such price; provided, however,
that any adjustments which by reason of this Section 11(e) are not required to
be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 11 shall be made to the nearest
cent or to the nearest ten-thousandth of a share of Common Stock or other share
or the nearest one-millionth of a share of Preferred Stock, as the case may be.
Notwithstanding the first sentence of this Section 11(e), any adjustment
required by this Section 11 shall be made no later than the earlier of (i) three
years from the date of the transaction which mandates such adjustment or (ii)
the Expiration Date.
(f) If as a result of an adjustment made pursuant to Section
11(a) or Section 13(a) hereof, the holder of any Right thereafter exercised
shall become entitled to receive any shares of capital stock of the Company
other than Preferred Stock, thereafter the Purchase Price and the number of such
other shares so receivable upon exercise of any Right shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Preferred Stock contained in
Sections 11(a), (b),
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<PAGE> 22
(c), (e), (g), (h), (i), (j), (k) and (m) inclusive, and the provisions of
Sections 7, 9, 10, 13 and 14 with respect to the Preferred Stock shall apply on
like terms to any such other shares; provided, however, that the Company shall
not be liable for its inability to reserve and keep available for issuance upon
exercise of the Rights pursuant to Section 11(a)(ii) a number of shares of its
Common Stock greater than the number then authorized by the Certificate of
Incorporation of the Company but not outstanding or reserved for any other
purpose.
(g) All Rights originally issued by the Company subsequent to
any adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of one one-hundredths of a
share of Preferred Stock purchasable from time to time hereunder upon exercise
of the Rights, all subject to further adjustment as provided herein.
(h) Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the Purchase Price as a
result of the calculations made in Section 11(b) and (c), each Right
outstanding immediately prior to the making of such adjustment shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of
one one-hundredths of a share of Preferred Stock (calculated to the nearest
one-millionth of a share of Preferred Stock) obtained by (i) multiplying (A) the
number of one one-hundredths of a share covered by a Right immediately prior to
such adjustment of the Purchase Price by (B) the Purchase Price in effect
immediately prior to such adjustment of the Purchase Price and (ii) dividing the
product so obtained by the Purchase Price in effect immediately after such
adjustment of the Purchase Price.
(i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights, in substitution
for any adjustment in the number of one one-hundredths of a share of Preferred
Stock purchasable upon the exercise of a Right. Each of the Rights outstanding
after such adjustment of the number of Rights shall be exercisable for the
number of one one-hundredths of a share of Preferred Stock for which a Right was
exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest ten-thousandth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the Purchase Price
by the Purchase Price in effect immediately after adjustment of the Purchase
Price. The Company shall make a public announcement of its election to adjust
the number of Rights, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made, with prompt notice
thereof to the Rights Agent. This record date may be the date on which the
Purchase Price is adjusted or any day thereafter, but, if the Right Certificates
have been issued, shall be at least 10 days later than the date of the public
announcement. If Right Certificates have been issued, upon each adjustment of
the number of Rights pursuant to this Section 11(i), the Company shall, as
promptly as practicable, cause to be distributed to holders of record of Right
Certificates on such record date Right Certificates evidencing, subject to
Section 14 hereof, the additional Rights to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Right Certificates
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<PAGE> 23
held by such holders prior to the date of adjustment, and upon surrender
thereof, if required by the Company, new Right Certificates evidencing all the
Rights to which such holders shall be entitled after such adjustment. Right
Certificates so to be distributed shall be issued, executed and countersigned in
the manner provided for herein (and may bear, at the option of the Company, the
adjusted Purchase Price) and shall be registered in the names of the holders of
record of Right Certificates on the record date specified in the public
announcement.
(j) Irrespective of any adjustment or change in the Purchase
Price or the number of shares of Preferred Stock, or fraction thereof, issuable
upon the exercise of the Rights, the Right Certificates theretofore and
thereafter issued may continue to express the Purchase Price per one
one-hundredth of a share and the number of shares which were expressed in the
initial Right Certificates issued hereunder.
(k) Before taking any action that would cause an adjustment
reducing the Purchase Price below the then par value, if any, of the one
one-hundredth of a share of Preferred Stock issuable upon exercise of the
Rights, the Company shall take any corporate action which may, in the opinion of
its counsel, be necessary in order that the Company may validly and legally
issue fully paid and nonassessable shares of Preferred Stock at such adjusted
Purchase Price.
(l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer, with prompt notice thereof to
the Rights Agent until the occurrence of such event the issuing to the holder of
any Right exercised after such record date the Preferred Stock, or a fraction
thereof, and other capital stock or securities of the Company, if any, issuable
upon such exercise over and above the Preferred Stock and other capital stock or
securities of the Company, if any, issuable upon such exercise on the basis of
the Purchase Price in effect prior to such adjustment; provided, however, that
the Company shall deliver to such holder a due bill or other appropriate
instrument evidencing such holder's right to receive such additional shares
(fractional or otherwise) or securities upon the occurrence of the event
requiring such adjustment.
(m) Anything in this Section 11 to the contrary
notwithstanding, the Company, acting by resolution of its Board of Directors
shall be entitled to make such reductions in the Purchase Price, in addition to
those adjustments expressly required by this Section 11, as and to the extent
that it in its sole discretion shall determine to be advisable in order that any
consolidation or subdivision of the Preferred Stock, issuance wholly for cash of
any Preferred Stock at less than the Current Market Price, issuance wholly for
cash of Preferred Stock or securities which by their terms are convertible into
or exchangeable for Preferred Stock, stock dividends or issuance of rights,
options or warrants referred to hereinabove in this Section 11, hereafter made
by the Company to holders of its Preferred Stock shall not be taxable to such
stockholders.
(n) The Company covenants and agrees that it shall not, at any
time after the Distribution Date, (i) consolidate with any other Person (other
than a Subsidiary of the Company
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<PAGE> 24
in a transaction which complies with Section 11(o) hereof), (ii) merge with or
into any other Person (other than a Subsidiary of the Company in a transaction
which complies with Section 11(o) hereof) or (iii) sell or transfer (or permit
any Subsidiary to sell or transfer), in one transaction or a series of related
transactions, assets, cash flow or earning power aggregating more than 50% of
the assets, cash flow or earning power of the Company and its Subsidiaries
(taken as a whole) to any other Person or Persons (other than the Company or any
of its Subsidiaries in one or more transactions each of which complies with
Section 11(o) hereof) if (x) at the time of or immediately after such
consolidation, merger or sale there are any rights, warrants or other
instruments or securities outstanding or agreements in effect which would
substantially diminish or otherwise eliminate the benefits intended to be
afforded by the Rights or (y) prior to, simultaneously with or immediately after
such consolidation, merger or sale, the stockholders of the Person who
constitutes, or would constitute, the "Principal Party" for purposes of Section
13(a) hereof shall have received a distribution of Rights previously owned by
such Person or any of its Affiliates and Associates.
(o) The Company covenants and agrees that, after the
Distribution Date, it will not, except as permitted by Section 23, Section 24 or
Section 27 hereof, take (or permit any Subsidiary to take) any action if at the
time such action is taken it is reasonably foreseeable that such action will
diminish substantially or eliminate the benefits intended to be afforded by the
Rights.
(p) Anything in this Agreement to the contrary
notwithstanding, in the event the Company shall at any time after the date of
this Agreement and prior to the Distribution Date (i) declare or pay any
dividend on its Common Stock payable in Common Stock of the Company or (ii)
subdivide its outstanding Common Stock into a greater number of shares (by
reclassification or otherwise than by payment of dividends in Common Stock) or
(iii) combine or consolidate its outstanding Common Stock into a smaller number
of shares, then in any such case, (x) the number of one one-hundredths of a
share of Preferred Stock purchasable after such event upon proper exercise of
each Right shall be determined by multiplying the number of one one-hundredths
of a share of Preferred Stock so purchasable immediately prior to such event by
a fraction, the numerator of which is the number of shares of Common Stock of
the Company outstanding immediately before such event and the denominator of
which is the number of shares of such Common Stock outstanding immediately after
such event and (y) action shall be taken such that each share of Common Stock of
the Company outstanding immediately after such event shall have issued with
respect to it that number of Rights which each share of Common Stock of the
Company outstanding immediately prior to such event had issued with respect to
it. The adjustments provided for in this Section 11(p) shall be made
successively whenever such a dividend is declared or paid or such a subdivision,
combination or consolidation is effected. If an event occurs which would require
an adjustment under Section 11(a)(ii) and this Section 11(p), the adjustments
provided for in this Section 11(p) shall be in addition and prior to any
adjustment required pursuant to Section 11(a)(ii).
Section 12. Certificate of Adjusted Purchase Price or Number
of Shares. Whenever an adjustment is made as provided in Sections 11 and 13, the
Company shall
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<PAGE> 25
(a) promptly prepare a certificate setting forth such adjustment and a brief
statement of the facts and computations accounting for such adjustment, (b)
promptly file with the Rights Agent and with each transfer agent for its Common
Stock and Preferred Stock a copy of such certificate and (c) mail a brief
summary thereof to each holder of a Right Certificate (or if prior to the
Distribution Date, to each holder of a certificate representing shares of its
Common Stock) in accordance with Section 26 of this Agreement. Notwithstanding
the foregoing sentence, the failure of the Company to make such certificates or
give such notice shall not affect the validity or the force or effect of the
requirement for such adjustment. The Rights Agent shall be fully protected in
relying on any such certificate and on any adjustment therein contained and
shall have no duty with respect to and shall not be deemed to have knowledge of
any such adjustment unless and until it shall have received such certificate.
Any adjustment to be made pursuant to Sections 11 and 13 shall be effective as
of the date of the event giving rise to such adjustment.
Section 13. Consolidation, Merger or Sale or Transfer of
Assets, Cash Flow or Earning Power. (a) In the event (a "Section 13 Event")
that, following the Stock Acquisition Time, directly or indirectly, (x) the
Company shall consolidate or otherwise combine with or merge with or into, any
other Person (other than a wholly owned Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof) and the Company shall not
be the surviving or continuing corporation of such consolidation, combination or
merger, (y) any Person (other than a wholly owned Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof) shall consolidate or
otherwise combine with or merge with or into the Company and the Company shall
be the surviving or continuing corporation of such consolidation, combination
or merger and, in connection therewith, all or part of the Common Stock of the
Company shall be changed into or exchanged for stock or other securities of the
Company or any other Person or cash or any other property or (z) the Company
shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell
or otherwise transfer), in one or more transactions, assets, cash flow or
earning power aggregating more than 50% of the assets, cash flow or earning
power of the Company and its Subsidiaries (taken as a whole and calculated on
the basis of the Company's most recent regularly prepared financial statement)
to any other Person or Persons (other than the Company or any wholly owned
Subsidiary of the Company in one or more transactions each of which complies
with Section 11(o) hereof), then, and in each such case (except as provided in
Section 13(d) hereof), proper provision shall be made so that (i) each holder of
a Right (except as provided in Section 7(e) hereof) shall thereafter have the
right to receive, upon the exercise thereof at the then current Purchase Price
in accordance with the terms of this Agreement, such number of validly
authorized and issued, fully paid, nonassessable and freely tradable shares of
Common Stock of the Principal Party (as hereinafter defined), not subject to any
liens, encumbrances, rights of call, rights of first refusal or other adverse
claims, as shall be equal to the result obtained by dividing the then current
Purchase Price by 50% of the Current Market Price per share of Common Stock of
such Principal Party on the date of consummation of such merger, consolidation,
sale or transfer (provided that the Purchase Price and the number of shares of
Common Stock of such Principal Party so receivable upon exercise of a Right
shall, from and after such Section 13 Event, be subject to further adjustment in
accordance with Section 11(f) hereof to reflect any events occurring in respect
of the Common Stock of such Principal Party after the occurrence of such Section
13 Event); (ii) such Principal Party shall
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<PAGE> 26
thereafter be liable for, and shall assume, by virtue of such Section 13 Event,
all the obligations and duties of the Company pursuant to this Agreement; (iii)
the term "Company" shall thereafter be deemed to refer to such Principal Party,
it being specifically intended that the provisions of Section 11 hereof shall
apply only to such Principal Party following the first occurrence of a Section
13 Event; (iv) such Principal Party shall take such steps (including, but not
limited to, the reservation of a sufficient number of shares of its Common Stock
in accordance with Section 9 hereof) in connection with such consummation as may
be necessary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be possible, in relation to its shares
of Common Stock thereafter deliverable upon the exercise of the Rights; and (v)
the provisions of Section 11(a)(ii) hereof shall be of no effect following the
first occurrence of any Section 13 Event.
(b) "Principal Party" shall mean:
(i) in the case of any transaction described in clause (x) or
(y) of the first sentence of Section 13(a) hereof: (A) the Person that
is the issuer of any securities into which shares of Common Stock of
the Company are converted in such merger or consolidation, or (B) if
no securities are so issued, (x) the Person that is the other party to
such merger, if such Person survives such merger, or (y) if the Person
that is the other party to the merger does not survive the merger, the
Person that does survive the merger (including the Company if it
survives) or (z) the Person resulting from the consolidation; and
(ii) in the case of any transaction described in clause (z) of
the first sentence of Section 13(a) hereof, the Person that is the
party receiving the greatest portion of the assets, cash flow or
earning power transferred pursuant to such transaction or transactions;
provided, however, that in any such case, (1) if the Common Stock of such Person
is not at such time and has not been continuously over the preceding twelve (12)
month period registered under Section 12 of the Exchange Act, and such Person is
a direct or indirect Subsidiary of another Person the Common Stock of which is
and has been so registered, "Principal Party" shall refer to such other Person;
and (2) in case such Person is a Subsidiary, directly or indirectly, of more
than one Person, the Common Stocks of two or more of which are and have been so
registered, "Principal Party" shall refer to whichever of such Persons is the
issuer of the Common Stock having the greatest aggregate market value.
(c) The Company shall not consummate any Section 13 Event
unless the Principal Party shall have a sufficient number of authorized shares
of its Common Stock which have not been issued or reserved for issuance to
permit the exercise in full of the Rights in accordance with this Section 13 and
unless prior thereto the Company and such issuer shall have executed and
delivered to the Rights Agent a supplemental agreement containing the provisions
set forth in paragraphs (a) and (b) of this Section 13 and further providing
that, as soon as practicable after the date of any such Section 13 Event, the
Principal Party will:
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<PAGE> 27
(i) prepare and file a registration statement under the Act
with respect to the Rights and the securities purchasable upon exercise
of the Rights on an appropriate form and will use its best efforts to
cause such registration statement to (A) become effective as soon as
practicable after such filing and (B) remain effective (with a
prospectus at all times meeting the requirements of the Act) until the
Expiration Date;
(ii) take all such other action as may be necessary to enable
the Principal Party to issue the securities purchasable upon exercise
of the Rights, including, but not limited to, the registration or
qualification of such securities under all requisite securities laws of
jurisdictions of the various states and the listing of such securities
on such exchanges and trading markets as may be necessary or
appropriate; and
(iii) deliver to holders of the Rights historical financial
statements for the Principal Party and each of its Affiliates which
comply in all respects with the requirements for registration on Form
10 under the Exchange Act.
The provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers. In the event that a Section 13 Event
shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the
Rights which have not theretofore been exercised shall thereafter, subject to
Section 7(e) hereof, become exercisable in the manner described in Section 13(a)
hereof.
(d) The Company covenants and agrees that it will not, after
the occurrence of a Section 11(a)(ii) Event, engage in any Section 13 Event if
at the time of or after such event there are any charter or by-law provisions or
any rights, warrants or other instruments outstanding or any other action taken
which would diminish or otherwise eliminate the benefits intended to be afforded
by the Rights.
Section 14. Fractional Rights and Fractional Shares. (a) The
Company shall not be required to issue fractions of Rights or to distribute
Right Certificates which evidence fractional Rights. In lieu of such fractional
Rights, there shall be paid to the registered holders of the Right Certificates
with regard to which such fractions of Rights would otherwise be issuable an
amount in cash equal to the same fraction of the current market value of a whole
Right. For the purposes of this Section 14(a), the current market value of a
whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been
otherwise issuable. The closing price of the Rights for any day shall be the
last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Rights are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading or, if the Rights are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid
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<PAGE> 28
and low asked prices in the over-the-counter market, as reported by NASDAQ or
such other system then in use, or, if on any such date the Rights are not quoted
by any such organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the Rights (selected
by the Company, acting by resolution of its Board of Directors). If on any such
date no such market maker is making a market in the Rights, the fair value of
the Rights on such date as determined in good faith by the Company, acting by
resolution of its Board of Directors shall be used.
(b) The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are integral multiples of
one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or
to distribute certificates which evidence fractional shares (other than
fractions which are integral multiples of one one-hundredth of a share of
Preferred Stock). Fractions of Preferred Stock in integral multiples of one
one-hundredth of a share of Preferred Stock may, at the election of the Company,
be evidenced by depositary receipts, pursuant to an appropriate agreement
between the Company and a depositary selected by it, provided that such
agreement shall provide that the holders of depositary receipts shall have all
the rights, privileges and preferences to which they are entitled as beneficial
owners of the Preferred Stock. In lieu of fractional shares which are not
integral multiples of one one-hundredth of a share of Preferred Stock, the
Company shall pay to the registered holders of Right Certificates at the time
such Right Certificates are exercised as herein provided an amount in cash equal
to the same fraction of the current market value of one share of Preferred
Stock. For purposes of this Section 14(b), the current market value of a share
of Preferred Stock shall be the closing price of a share of Preferred Stock (as
determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately
prior to the date of such exercise.
(c) Following the occurrence of a Section 11(a)(ii) Event or a
Section 13 Event, the Company shall not be required to issue fractions of shares
of its Common Stock upon exercise of the Rights or to distribute certificates
which evidence fractional shares of its Common Stock. In lieu of fractional
shares of its Common Stock, the Company may pay to the registered holders of
Right Certificates at the time such Rights are exercised as herein provided an
amount in cash equal to the same fraction of the current market value of one
share of its Common Stock. For purposes of this Section 14(c), the current
market value of one share of Common Stock of the Company shall be the closing
price of one share of Common Stock of the Company (as determined pursuant to
Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of
such exercise.
(d) The holder of a Right by the acceptance of the Right
expressly waives his right to receive any fractional Rights or any fractional
shares upon exercise of a Right except as permitted by this Section 14.
Section 15. Rights of Action. All rights of action in respect
of this Agreement, except the rights of action vested in the Rights Agent under
this Agreement, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of
Common Stock of the Company); and any registered holder of any Right
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Certificate (or, prior to the Distribution Date, of Common Stock of the
Company), without the consent of the Rights Agent or of any holder of any other
Right Certificate (or, prior to the Distribution Date, of Common Stock of the
Company) may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, his right to exercise the Rights
evidenced by such Right Certificate in the manner provided in such Right
Certificate and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and will be entitled to specific performance of the
obligations hereunder and injunctive relief against actual or threatened
violations of the obligations of any Person subject to this Agreement.
Section 16. Agreement of Right Holders. Every holder of a
Right by accepting such Right consents and agrees with the Company and the
Rights Agent and with every other holder of a Right that:
(a) prior to the Close of Business on the earlier of the
Distribution Date or the Expiration Date, the Rights shall be evidenced by the
certificates for shares of Common Stock of the Company registered in the name of
the holders of such shares (which certificates for shares of Common Stock of the
Company shall also constitute certificates for Rights) and each Right will be
transferable only in connection with the transfer of Common Stock of the
Company;
(b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the office of the Rights Agent designated for such purpose, duly endorsed or
accompanied by a proper instrument of transfer;
(c) the Company and the Rights Agent may deem and treat the
Person in whose name the Right Certificate (or, prior to the Distribution Date,
the associated Common Stock certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificate or the associated Common Stock
certificate made by anyone other than the Company or the Rights Agent) for all
purposes whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary; and
(d) notwithstanding anything in this Agreement to the
contrary, neither the Company nor the Rights Agent shall have any liability to
any holder of a Right or other Person as a result of its inability to perform
any of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative agency
or commission, or any statute, rule, regulation or executive order promulgated
or enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation; provided, however, the Company must use its best
efforts to have any such order, decree or ruling lifted or otherwise overturned
as soon as possible.
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Section 17. Right Certificate Holder Not Deemed a Stockholder.
No holder, as such, of any Right or Right Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the number of one
one-hundredths of a share of Preferred Stock or any other securities of the
Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Right
Certificate be construed to confer upon the holder of any Right or Right
Certificate, as such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 24), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by such
Right Certificate shall have been exercised in accordance with the provisions
hereof.
Section 18. Concerning the Rights Agent. (a) The Company
agrees to advance the cost of postage on the Business Day immediately prior to
any mailing date by wire transfer upon 3 days' advance notice by the Rights
Agent providing instructions for such wire transfer, and to pay to the Rights
Agent reasonable compensation for all services rendered by it hereunder and,
from time to time, on demand of the Rights Agent, its reasonable expenses and
counsel fees and other disbursements incurred in the administration,
preparation, delivery, amendment and execution of this Agreement and the
exercise and performance of its duties hereunder. The Company also agrees to
indemnify the Rights Agent for, and to hold it harmless against, any loss,
liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or
expense, including, but not limited to, third party claims, joint or several, to
which the Rights Agent may become subject, under any federal or state law or
regulation, at common law, in equity or otherwise (a "loss"), insofar as such
loss (or actions in respect thereof) arises out of or is based on or is in
connection with or is related to the Rights Agent's duties under this Agreement,
except to the extent that such loss is finally determined by a court of
competent jurisdiction to have resulted from the negligence, intentional
misconduct or gross negligence of the Rights Agent, for anything done or omitted
by the Rights Agent in connection with the acceptance, preparation, delivery,
amendment and administration of this Agreement, including the costs and expenses
of defending against any claim of liability in the premises. The indemnity
provided herein shall survive the termination of this Agreement and the
termination and the expiration of the Rights. The costs and expenses incurred in
enforcing this right of indemnification shall be paid by the Company promptly
upon the request of the Rights Agent. Anything to the contrary notwithstanding,
in no event shall the Rights Agent be liable for special, punitive, indirect or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Rights Agent has been advised of the likelihood of
such loss or damage. Any liability of the Rights Agent under this Rights
Agreement will be limited to the amount of fees paid by the Company to the
Rights Agent, unless, and except to the extent that the Rights Agent shall have
been finally determined by a court of competent jurisdiction to be liable for
gross negligence or intentional misconduct.
(b) The Rights Agent shall be authorized and protected and
shall incur no liability for or in respect of any action taken, suffered or
omitted by it in connection with its
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administration of this Agreement in reliance upon any Right Certificate or
certificate for Preferred Stock or Common Stock of the Company or for other
securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged by the
proper Person or Persons, or otherwise upon the advice of counsel as set forth
in Section 20.
Section 19. Merger or Consolidation or Change of Name of
Rights Agent. (a) Any Person into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any Person
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any Person succeeding to the
shareholder services business of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, that such Person would be eligible for
appointment as a successor Rights Agent under the provisions of Section 21
hereof. The purchase of all or substantially all of the Rights Agent's assets
employed in the performance of transfer agent activities shall be deemed a
merger or consolidation for purposes of this Section 19. In case at the time
such successor Rights Agent shall succeed to the agency created by this
Agreement, any of the Right Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the countersignature of the
predecessor Rights Agent and deliver such Right Certificates so countersigned;
and in case at that time any of the Right Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Right
Certificates either in the name of the predecessor Rights Agent or in the name
of the successor Rights Agent; and in all such cases such Right Certificates
shall have the full force provided in the Right Certificates and in this
Agreement.
(b) In case at any time the name of the Rights Agent shall be
changed and at such time any of the Right Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature
under its prior name and deliver Right Certificates so countersigned; and in
case at that time any of the Right Certificates shall not have been
countersigned, the Rights Agent may countersign such Right Certificates either
in its prior name or in its changed name; and in all such cases such Right
Certificates shall have the full force provided in the Right Certificates and in
this Agreement.
Section 20. Duties of Rights Agent. The Rights Agent
undertakes only the duties and obligations expressly imposed by this Agreement
upon the following terms and conditions, by all of which the Company and the
holders of Right Certificates, by their acceptance thereof, shall be bound:
(a) The actions to be taken by the Rights Agent hereunder are
deemed by the parties hereto to be ministerial only and not discretionary and
the Company shall have sole responsibility to make any and all decisions with
respect to this Agreement and the rights of the holders of the Rights
Certificates. The Rights Agent makes no warranties regarding the rendering of
its services hereunder other than those expressly set forth herein and no
additional
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warranties may be implied from the terms of this Agreement. The Rights Agent may
consult with legal counsel selected by it (which may be legal counsel for the
Company), and the opinion or advice of such counsel shall be full and complete
authorization and protection to the Rights Agent as to any action taken,
suffered or omitted by it in good faith and in accordance with such opinion or
advice.
(b) Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact or
matter (including, but not limited to, the identity of an Acquiring Person and
the determination of the Current Market Price per share of Preferred Stock and
Common Stock) be proved or established by the Company prior to taking, suffering
or omitting any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate signed by the Chairman of
the Board, the President (if any) or any Vice President and by the Treasurer or
the Secretary of the Company and delivered to the Rights Agent; and such
certificate shall be full authorization and protection to the Rights Agent and
the Rights Agent shall incur no liability for or in respect of any action taken,
suffered or omitted in good faith by it under the provisions of this Agreement
in reliance upon such certificate.
(c) The Rights Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Agreement or in the
Right Certificates (except its countersignature thereof) or be required to
verify the same, but all such statements and recitals are and shall be deemed to
have been made by the Company only.
(d) The Rights Agent shall not be under any liability or
responsibility in respect of the validity of this Agreement or the execution and
delivery hereof (except the due execution hereof by the Rights Agent) or in
respect of the validity or execution of any Right Certificate (except its
countersignature thereof); nor shall it be liable or responsible for any breach
by the Company of any covenant or condition contained in this Agreement or in
any Right Certificate; nor shall it be liable or responsible for any adjustment
required under this Agreement or liable or responsible for the manner, method or
amount of any such adjustment or the ascertaining of the existence of facts that
would require any such adjustment (except with respect to the exercise of Rights
evidenced by Right Certificates after actual notice of any such adjustment); nor
shall it be liable or responsible for any determination by the Board of
Directors of the Company of the Current Market Price of the Preferred Stock or
Common Stock of the Company; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any
shares of Common Stock of the Company or Preferred Stock or other securities to
be issued pursuant to this Agreement or any Right Certificate or as to whether
any shares of Preferred Stock or Common Stock of the Company or other securities
will, when issued, be validly authorized and issued, fully paid and
nonassessable.
(e) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or performing by
the Rights Agent of the provisions of this Agreement.
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(f) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder from
the Chairman of the Board, the President (if any), any Vice President, the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of
the Company, and to apply to such officers for advice or instructions in
connection with its duties, and it shall not be liable for any action taken,
suffered or omitted to be taken by it in good faith in accordance with
instructions of any such officer or for the delay in acting while waiting for
those instructions. Any application by the Rights Agent for written instructions
from the Company given in accordance with Section 26 hereof may, at the option
of the Rights Agent, set forth in writing any action proposed to be taken,
suffered or omitted by the Rights Agent under this Agreement and the date on
and/or after which such action shall be taken or suffered or such omission shall
be effective. The Rights Agent shall not be liable for any action taken or
suffered by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such
application (which date shall not be less than five Business Days after the date
the officer of the Company to whom such application is addressed actually
receives such application unless such officer shall have consented in writing to
an earlier date) unless, prior to taking any such action (or the date specified
in the application in the case of an omission), the Rights Agent shall have
received written instructions in response to such application specifying the
action to be taken, suffered or omitted. In the event of any notice, instruction
or other communication received by the Rights Agent hereunder that the Rights
Agent reasonably believes is ambiguous or uncertain, the Rights Agent, in its
sole discretion, may refrain from taking any action required by such notice,
instruction or other communication unless and until the Rights Agent receives
written instructions from, or delivers a proposal to, the Company seeking
clarification of such ambiguity or uncertainty and the Rights Agent shall not be
liable for the failure to take any action during this period.
(g) The Rights Agent and any stockholder, director, affiliate,
officer or employee of the Rights Agent may buy, sell or deal in any of the
Rights or other securities of the Company or become pecuniarily interested in
any transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Rights Agent under this Agreement. Nothing herein shall preclude the Rights
Agent from acting in any other capacity for the Company or for any other Person.
(h) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or agents or subcontractors, and the Rights Agent
shall not be answerable or accountable for any act, omission, default, neglect
or misconduct of any such attorneys or agents or subcontractors or for any loss
to the Company or to holders of the Rights resulting from any such act,
omission, default, neglect or misconduct, provided reasonable care was exercised
in the selection and continued employment thereof.
(i) No provision of this Agreement shall require the Rights
Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of its
rights if there shall be reasonable grounds for believing
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<PAGE> 34
that repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured for it.
(j) If, with respect to any Right Certificate surrendered to
the Rights Agent for exercise or transfer, the certificate attached to the form
of assignment or form of election to purchase, as the case may be, has either
not been completed or indicates an affirmative response to clause 1 and/or 2
thereof, the Rights Agent shall not take any further action with respect to such
requested exercise or transfer without first consulting with the Company.
(k) Notwithstanding anything to the contrary contained herein,
the Rights Agent shall not be responsible nor liable for delays, errors or
omissions arising directly or indirectly out of occurrences beyond its
reasonable control, including but not limited to, acts or omissions of the
Company or any of their advisors, or of the State of New York or any of its
advisors, acts of civil commotion or riot, insurrection, acts of military
authority, war or acts of war or terrorism, national emergencies, widespread
labor difficulties (such as strikes), fire, flood, weather-related problems,
acts of God or nature, widespread mechanical or electrical breakdown, widespread
computer failure, widespread failure or unavailability of the Federal Reserve
Bank wire, facsimile, Internet, telex, or other transaction or communications
system or power supply, a declaration of a banking moratorium or any suspension
of payments in respect of banks, or any interruption in the financial markets in
the United States of America or elsewhere, or any change in law or regulation
affecting the Rights Agent or the Company.
Section 21. Change of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Stock of the Company and Preferred Stock by
registered or certified mail, and to the holders of the Right Certificates by
first-class mail. The Company may remove the Rights Agent or any successor
Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the
Common Stock of the Company and Preferred Stock by registered or certified mail,
and to the holders of the Right Certificates by first-class mail. If the Rights
Agent shall resign or be removed or shall otherwise become incapable of acting,
the Company shall appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of 30 days after giving notice of
such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit his Right Certificate for
inspection by the Company), then the registered holder of any Right Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be an entity organized and doing business under the laws of
the United States or of the State of New York (or of any other state of the
United States), in good standing, which is authorized to do business under such
laws and is subject to supervision or examination by federal or state authority
and which has at the time of its appointment as Rights Agent a combined capital
and surplus of at least $50 million. After appointment, the successor Rights
Agent shall be vested with the same powers, rights, duties and responsibilities
as if it had been originally named as
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Rights Agent without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Not later than the effective date of any such
appointment, the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of its Common Stock and
Preferred Stock, and mail a notice thereof in writing to the registered holders
of the Right Certificates. Failure to give any notice provided for in this
Section 21, however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.
Section 22. Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Agreement or of the Rights to the
contrary, the Company may, at its option, issue new Right Certificates
evidencing Rights in such form as may be approved by resolution of its Board of
Directors, to reflect any adjustment or change in the Purchase Price and the
number or kind or class of shares of stock or other securities or property
purchasable under the Right Certificates made in accordance with the provisions
of this Agreement. In addition, in connection with the issuance or sale of
shares of its Common Stock following the Distribution Date (other than upon
exercise of a Right) and prior to the Expiration Date, the Company (a) shall,
with respect to shares of Common Stock so issued or sold pursuant to the
exercise of stock options or under any employee plan or arrangement, or upon the
exercise, conversion or exchange of securities, notes or debentures issued by
the Company, and (b) may, in any other case, if deemed necessary or appropriate
by the Board of Directors of the Company, issue Right Certificates representing
the appropriate number of Rights in connection with such issuance or sale;
provided, however, that (i) no such Right Certificate shall be issued if and to
the extent that the Company shall be advised by counsel that such issuance would
create a significant risk of material adverse tax consequences to the Company or
the Person to whom such Right Certificate would be issued and (ii) no such Right
Certificate shall be issued if and to the extent that appropriate adjustment
shall otherwise have been made in lieu of the issuance thereof.
Section 23. Redemption. (a) The Company may, by resolution of
its Board of Directors, at its option, at any time prior to the earlier of (x)
the Stock Acquisition Time or (y) the Close of Business on the Final Expiration
Date, redeem all but not less than all of the then outstanding Rights at a
redemption price of $.01 per Right (payable in cash, shares of Common Stock
(based on the Current Market Price of the Common Stock at the time of
redemption) or any other form of consideration deemed appropriate by the Board
of Directors of the Company), appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the "Redemption Price").
(b) Immediately upon the action of the Board of Directors of
the Company ordering the redemption of the Rights (or at such time subsequent to
such action as the Board of Directors may determine), and without any further
action and without any notice, the right to exercise the Rights will terminate
and the only right thereafter of the holders of Rights shall be to receive the
Redemption Price. Within 10 days after the action of the Board of Directors
ordering
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<PAGE> 36
the redemption of the Rights, the Company shall give notice of such
redemption to the Rights Agent and to the holders of the then outstanding Rights
by mailing such notice to all such holders at their last addresses as they
appear upon the registry books of the Rights Agent or, prior to the Distribution
Date, on the registry books of the transfer agent for the Common Stock of the
Company. Any notice which is mailed in the manner herein provided shall be
deemed given, whether or not the holder receives the notice. Each such notice of
redemption will state the method by which the payment of the Redemption Price
will be made. Neither the Company nor any of its Affiliates or Associates may
redeem, acquire or purchase any Rights at any time in any manner other than that
specifically set forth in this Section 23 or Section 24 hereof and other than in
connection with the repurchase of Common Stock of the Company prior to the
Distribution Date.
Section 24. Exchange. (a) The Board of Directors of the
Company may, at its option, at any time after any Person becomes an Acquiring
Person, exchange all or part of the then outstanding and exercisable Rights
(which shall not include Rights that have become null and void pursuant to the
provisions of Section 7(e) hereof) for shares of Common Stock at an exchange
ratio of one share of Common Stock per Right, appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date
hereof (such exchange ratio being hereinafter referred to as the "Exchange
Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be
empowered to effect such exchange at any time after any Person (other than an
Exempt Person), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 50% or more of the shares of Common Stock then
outstanding.
(b) Immediately upon the action of the Board of Directors of
the Company ordering the exchange of any Rights pursuant to paragraph (a) of
this Section 24 and without any further action and without any notice, the right
to exercise such Rights shall terminate and the only right thereafter of the
holders of such Rights shall be to receive that number of shares of Common Stock
equal to the number of such Rights held by such holder multiplied by the
Exchange Ratio. The Company shall promptly give public notice of any such
exchange with prompt notice thereof to the Rights Agent; provided, however, that
the failure to give, or any defect in, such notice shall not affect the validity
of such exchange. The Company promptly shall mail a notice of any such exchange
to all of the holders of such Rights at their last addresses as they appear upon
the registry books of the Rights Agent. Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of exchange will state the method by which the exchange
of the shares of Common Stock for Rights will be effected and, in the event of
any partial exchange, the number of Rights which will be exchanged. Any partial
exchange shall be effected pro rata based on the number of Rights (other than
Rights which have become null and void pursuant to the provisions of Section
7(e) hereof) held by each holder of Rights.
(c) In any exchange pursuant to this Section 24, the Company,
at its option, may substitute shares of Preferred Stock (or any other series of
preferred stock of the Company containing terms substantially similar to the
terms of the Preferred Stock) for some or all of the shares of Common Stock
exchangeable for Rights, at the initial rate of one one-hundredth of a
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share of Preferred Stock (or of such other series of preferred stock of the
Company) for each share of Common Stock, as appropriately adjusted to reflect
adjustments in the voting rights of the Preferred Stock pursuant to the terms
thereof, so that the fraction of a share of Preferred Stock (or of such other
series of preferred stock of the Company) delivered in lieu of each share of
Common Stock shall have the same voting rights as one share of Common Stock.
(d) In the event that there shall not be sufficient shares of
Common Stock or Preferred Stock (or any other series of preferred stock of the
Company containing terms substantially similar to the terms of the Preferred
Stock) issued but not outstanding or authorized but unissued to permit any
exchange of Rights as contemplated in accordance with this Section 24, the
Company shall take all such action as may be necessary to authorize additional
shares of Common Stock or Preferred Stock (or such other series of preferred
stock of the Company) for issuance upon exchange of the Rights.
(e) The Company shall not be required to issue fractions of
shares of Common Stock or to distribute certificates which evidence fractional
shares of Common Stock. In lieu of such fractional shares, the Company shall pay
to the registered holders of the Right Certificates with regard to which such
fractional shares would otherwise be issuable an amount in cash equal to the
same fraction of the current market value of a whole share of Common Stock. For
the purposes of this paragraph (e), the current market value of a whole share of
Common Stock shall be the closing price of a share of Common Stock (as
determined pursuant to the second sentence of Section 11(d) hereof) for the
Trading Day immediately prior to the date of exchange pursuant to this Section
24.
Section 25. Notice of Certain Events. (a) In case the Company
shall at any time after the earlier of the Distribution Date or the Stock
Acquisition Time propose (i) to pay any dividend payable in stock of any class
to the holders of its Preferred Stock or to make any other distribution to the
holders of its Preferred Stock (other than a regular periodic dividend out of
earnings or retained earnings of the Company), or (ii) to offer to the holders
of Preferred Stock options, rights or warrants to subscribe for or to purchase
any additional Preferred Stock or shares of stock of any class or any other
securities, rights or options, or (iii) to effect any reclassification of the
Preferred Stock (other than a reclassification involving only the subdivision of
outstanding shares of Preferred Stock), or (iv) to effect any merger,
consolidation or other combination into or with, or to effect any sale or other
transfer (or to permit one or more of its Subsidiaries to effect any sale or
other transfer), in one or more transactions, of more than 50% of the assets,
cash flow or earning power of the Company and its Subsidiaries (taken as a
whole) to, any other Person, or (v) to effect the liquidation, dissolution or
winding up of the Company, then, in each such case, the Company shall give to
each holder of a Right and the Rights Agent, in accordance with Section 26
hereof, a notice of such proposed action, which shall specify the record date
for the purposes of such stock dividend or distribution of rights or warrants,
or the date on which such reclassification, merger, consolidation, combination,
sale, transfer, liquidation, dissolution or winding up is to take place and the
date of participation therein by the holders of Common Stock of the Company or
Preferred Stock, if any such date is to be fixed, and such notice shall be so
given in the case of any action covered by clause (i) or (ii)
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above at least twenty days prior to the record date for determining holders of
Preferred Stock for purposes of such action, and in the case of any such other
action, at least twenty days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of Common Stock of
the Company or Preferred Stock, whichever shall be the earlier. The failure to
give notice required by this Section 25 or any defect therein shall not affect
the legality or validity of the action taken by the Company or the vote upon any
such action.
(b) In case any of the events set forth in Section 11(a)(ii)
or Section 13(a) of this Agreement shall occur, then, in any such case, (i) the
Company shall as soon as practicable thereafter give to each holder of a Right
and the Rights Agent, to the extent feasible and in accordance with Section 26
hereof, a notice of the occurrence of such event, which shall specify the event
and the consequences of the event to holders of Rights under Section 11(a)(ii)
or Section 13(a) hereof, and (ii) all references in Section 25(a) hereof to
Preferred Stock shall be deemed thereafter to refer also to Common Stock or
other securities issuable in respect of the Rights.
Section 26. Notices. Notices or demands authorized by this
Agreement to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until an other address is filed in
writing with the Rights Agent) as follows:
MetLife, Inc.
One Madison Avenue
New York, NY 10010-3690
Attention: The General Counsel and the Corporate Secretary
Subject to the provisions of Section 21, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Right
Certificate to the Rights Agent shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Company) as follows:
ChaseMellon Shareholder Services, L.L.C.
Overpeck Centre
85 Challenger Road
Ridgefield Park, New Jersey 07660
Attention: Dennis Melato
Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate (or if prior
to the Distribution Date to each holder of a certificate representing shares of
Common Stock of the Company) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such Right holder (or if prior
to the Distribution Date to such holder of Common Stock of the Company) at the
address of such holder as shown on the registry books of the Company.
35
<PAGE> 39
Section 27. Supplements and Amendments. Prior to the Stock
Acquisition Time and subject to the penultimate sentence of this Section 27, the
Company may, by resolution of its Board of Directors, and the Rights Agent
shall, if the Company so directs, supplement or amend any provision of this
Agreement in any respect whatsoever (including, but not limited to, any
extension of the period in which the Rights may be redeemed) without the
approval of any holders of certificates representing shares of Common Stock of
the Company or of any holders of Rights Certificates. From and after the Stock
Acquisition Time and subject to the penultimate sentence of this Section 27,
without the approval of any holders of certificates representing shares of
Common Stock of the Company or of Right Certificates, the Company may, by
resolution of its Board of Directors, and the Rights Agent shall, if the Company
so directs, supplement or amend this Agreement in order (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provision herein, (iii) to
shorten or lengthen any time period hereunder or (iv) to change or supplement or
make any other provisions in any manner which the Company may deem necessary or
desirable, which shall not adversely affect the interests of, or diminish
substantially or eliminate the benefits intended to be afforded by the Rights
to, the holders of Right Certificates (other than an Acquiring Person or an
Affiliate or Associate of any such Person); provided, however, that this
Agreement may not be supplemented or amended to lengthen, pursuant to clause
(iii) of this sentence, (A) a time period relating to when the Rights may be
redeemed or to modify the ability (or inability) of the Board of Directors of
the Company to redeem the Rights, in either case at such time as the Rights are
not then redeemable or (B) any other time period unless such lengthening is for
the purpose of protecting, enhancing or clarifying the rights of or the benefits
to the holders of Rights (other than an Acquiring Person or an Affiliate or
Associate of any such Person). Upon the delivery of a certificate from an
appropriate officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 27, and such
supplement or amendment does not increase or otherwise change to its detriment
the Rights Agent's duties, liabilities or obligations, the Rights Agent shall
execute such supplement or amendment. Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment shall be made which
changes the Redemption Price or the Final Expiration Date. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Stock.
Section 28. Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.
Section 29. Determinations and Actions by the Board of
Directors, etc. (a) For all purposes of this Agreement, any calculation of the
number of shares of Common Stock outstanding at any particular time, including
for purposes of determining the particular percentage of such outstanding shares
of Common Stock of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
and Regulations under the Exchange Act. The Board of Directors of the Company
shall have the exclusive power and authority to administer this Agreement and to
exercise all rights
36
<PAGE> 40
and powers specifically granted to such Board of Directors, or as may be
necessary or advisable in the administration of this Agreement, including, but
not limited to, the right and power to (i) interpret the provisions of this
Agreement and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including, but not limited to, a determination
to redeem or not redeem the Rights or to amend this Agreement). All such
actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) which
are done or made by the Board of Directors of the Company or the Company in good
faith, (x) shall be final, conclusive and binding on the Company, the Rights
Agent, the holders of the Right Certificates and all other parties and (y) shall
not subject the Board of Directors of the Company to any liability to the
holders of the Rights and Right Certificates.
(b) Nothing contained in this Agreement shall be deemed to be
in derogation of the obligation of the Board of Directors of the Company to
exercise its fiduciary duty. Without limiting the foregoing, nothing contained
in this Agreement shall be construed to suggest or imply that the Board of
Directors of the Company shall not be entitled to reject any tender offer, or to
take any other action (including, but not limited to, the commencement,
prosecution, defense or settlement of any litigation and the submission of
additional or alternative offers or other proposals) with respect to any tender
offer that the Board of Directors believes is necessary or appropriate in the
exercise of such fiduciary duty.
Section 30. Benefits of this Agreement. Nothing in this
Agreement shall be construed to give to any Person other than the Company, the
Rights Agent and the registered holders of the Right Certificates (and, prior to
the Distribution Date, registered holders of the Common Stock of the Company)
any legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company, the Rights
Agent and the registered holders of the Right Certificates (and, prior to the
Distribution Date, registered holders of the Common Stock of the Company).
Section 31. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
provided, however, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and the Board of
Directors of the Company determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or
effect of this Agreement, the right of redemption set forth in Section 23 hereof
shall be reinstated and shall not expire until the Close of Business on the
tenth Business Day following the date of such determination by the Board of
Directors.
Section 32. Governing Law. This Agreement and each Right
Certificate issued hereunder shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State ap-
37
<PAGE> 41
plicable to contracts to be made and performed entirely within such State;
provided, however, that all provisions regarding the rights, duties and
obligations of the Rights Agent shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be
performed entirely within such State.
Section 33. Counterparts. This Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
a single instrument.
Section 34. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
38
<PAGE> 42
SIGNATURE
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
METLIFE, INC.
By
Name:
Title:
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights Agent
By
Name:
Title:
39
<PAGE> 43
EXHIBIT A
METLIFE, INC.
Certificate of Designation,
Preferences and Rights
Pursuant to Section 151
of the General Corporation Law
of the State of Delaware
Certificate of Designation,
Preferences and Rights
of
Series A Junior Participating Preferred Stock
I, Gary A Beller, being the Senior Executive Vice President and
General Counsel of MetLife, Inc., a corporation organized and existing under the
General Corporation Law of Delaware (the "Corporation"), do hereby certify:
FIRST: That, pursuant to authority expressly vested in the
Board of Directors of the Corporation by the provisions of its Certificate of
Incorporation, the Board of Directors on [______], 2000 duly adopted the
following resolution:
RESOLVED that a Series A Junior Participating Preferred Stock,
par value $1.00 per share, be, and it hereby is, created by this Board of
Directors, pursuant to authority expressly vested in it by the provisions of the
Certificate of Incorporation of the Corporation, and that the designation,
relative powers, preferences and rights, and the qualifications, limitations or
restrictions thereof are as follows:
Section 1. Designation and Number of Shares. ___________
shares of the Preferred Stock of the Corporation shall constitute a series of
Preferred Stock designated as Series A Junior Participating Preferred Stock
(hereinafter referred to as the "Series A Preferred Stock"). Such number of
shares may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series A
Preferred Stock to a number less than the number of shares then outstanding plus
the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred Stock.
<PAGE> 44
Section 2. Dividends and Distributions. (A) Subject to the rights
of the holders of any shares of any series of Preferred Stock (or any similar
stock) ranking prior and superior to the Series A Preferred Stock with respect
to dividends, the holders of shares of Series A Preferred Stock, in preference
to the holders of Common Stock, par value $0.01 of the Corporation (the "Common
Stock") and of any other junior stock which may be outstanding, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, annual dividends payable in cash on the
fifteenth day of December in each year (each such date being referred to herein
as a "Dividend Payment Date"), commencing on the first Dividend Payment Date
after the first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $10.00 per share, or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions, other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Dividend Payment Date, or, with respect to the first
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Preferred Stock. In the event the Corporation shall at any
time declare or pay any dividend on Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on
the Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Dividend Payment Date and the next subsequent
Dividend Payment Date, a dividend of $10.00 per share on the Series A Preferred
Stock shall nevertheless be payable on such subsequent Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares or Series A Preferred Stock from the Dividend Payment Date
next preceding the date of issue of such shares of Series A Preferred Stock,
unless the date of issue of such shares is prior to the record date for the
first Dividend Payment Date, in which case dividends on such shares shall begin
to accrue from the date of issue of such shares, or unless the date of issue is
a Dividend Payment Date or is a date after the record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive a quarterly
dividend and before such Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative
2
<PAGE> 45
from such Dividend Payment Date. Accrued but unpaid dividends shall accumulate
but shall not bear interest. Dividends paid on the shares of Series A Preferred
Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than 60 days
prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:
(A) Subject to the provisions for adjustment as hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder thereof
to 100 votes (and each one one-hundredth of a share of Series a Preferred Stock
shall entitle the holder thereof to one vote) on all matters submitted to a vote
of the stockholders of the Corporation. In the event the Corporation shall at
any time declare or pay any dividend on Common Stock payable in shares of Common
Stock or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise)
into a greater or lesser number of shares of Common Stock, then in each such
case the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in the Certificate of
Incorporation, in any other certificate of designation creating a series of
preferred stock or any similar stock, or by law, the holders of shares of Series
A Preferred Stock and the holders of shares of Common Stock and any other
capital stock of the Corporation having general voting rights shall vote
together as one class on all matters submitted to a vote of stockholders of the
Corporation.
(C) Except as provided herein, in Section 10 or by applicable
law, holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for authorizing or taking
any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:
3
<PAGE> 46
(i) declare or pay dividends on, make any other distributions on
any shares or stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding-up) to the Series A Preferred
Stock;
(ii) declare or pay dividends, or make any other distributions,
on any shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A
Preferred Stock except dividends paid ratably on the Series A Preferred
Stock, and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all
such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding-up) to the Series A Preferred
Stock, provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such junior stock in exchange for
shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series
A Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any shares
of Series A Preferred Stock, or any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding-up)
with the Series A Preferred Stock, except in accordance with a purchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual dividend
rates and other relative rights, preferences and limitations of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or
classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever, shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of preferred stock, without designation as to series, and may be
reissued as part of a new series of preferred stock to be created by resolution
or resolutions of the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein, in the Restated Certificate of
Incorporation, in any other certificate of designation creating a series of
preferred stock or any similar stock or as otherwise required by law.
Section 6. Liquidation, Dissolution or Winding-Up. Upon any
voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation, no distribution shall be made (A) to the holders of shares of stock
ranking junior (either as to dividends or upon
4
<PAGE> 47
liquidation, dissolution or winding-up) to the Series A Preferred Stock unless
prior thereto, the holders of shares of Series A Preferred Stock shall have
received the higher of (i) $100 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, or (ii) an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 100 times the aggregate amount to
be distributed per share to holders of Common Stock; nor shall any distribution
be made (B) to the holders of stock ranking on a parity (either as to dividends
or upon liquidation, dissolution or winding-up) with the Series A Preferred
Stock, except distributions made ratably on the Series A Preferred Stock and all
other such parity stock in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution or
winding-up. In the event the Corporation shall at any time declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the provision in clause (A) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, or otherwise changed, then in any
such case each share of Series A Preferred Stock shall at the same time be
similarly exchanged or changed into an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 100 times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind),
as the case may be, into which or for which each share of Common Stock is
changed or exchanged. In the event the Corporation shall at any time declare or
pay any dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Series A Preferred Stock
shall not be redeemable.
Section 9. Rank. Unless otherwise provided in the Restated
Certificate of Incorporation of the Corporation or a Certificate of Designation
relating to a subsequent series of preferred stock of the Corporation, the
Series A Preferred Stock shall rank junior to all other series of the
Corporation's preferred stock as to the payment of dividends and the
distribution of
5
<PAGE> 48
assets on liquidation, dissolution or winding-up, and senior to the Common Stock
of this Corporation.
Section 10. Amendment. The Restated Certificate of Incorporation
of the Corporation, as amended, shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of at least two-thirds of the outstanding shares of Series A
Preferred Stock, voting together as a single series.
Section 11. Fractional Shares. Series A Preferred Stock may be
issued in fractions of a share (in one one-hundredths (1/100th) of a share and
integral multiples thereof) which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.
6
<PAGE> 49
IN WITNESS WHEREOF, this Certificate of Designation is executed
on behalf of the Corporation by its Senior Executive Vice President and General
Counsel and attested by its Secretary this [__]th day of [_________], 2000.
___________________________
Name: Gary A. Beller
Title: Senior Executive Vice President
and General Counsel
ATTEST:
_____________________________
Name:
Title: Secretary
7
<PAGE> 50
EXHIBIT B
[Form of Right Certificate]
Certificate No. R- ______ Rights
NOT EXERCISABLE AFTER [__________], 2000 OR EARLIER IF THE BOARD OF DIRECTORS
ORDERS THE REDEMPTION OR EXCHANGE OF THE RIGHTS. THE RIGHTS ARE SUBJECT TO
REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED
IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME
NULL AND VOID. THE RIGHTS SHALL NOT BE EXERCISABLE, AND SHALL BE NULL AND VOID
SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE
QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF
THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE.
Rights Certificate
METLIFE, INC.
This certifies that __________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement dated as of [__________], 2000, as the same may be amended from time
to time (the "Rights Agreement"), between MetLife, Inc., a Delaware corporation
(the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey
limited liability company (the "Rights Agent"), to purchase from the Company at
any time after the Distribution Date (as such term is defined in the Rights
Agreement) and prior to 5:00 P.M. (New York City time) on [__________], 2010, at
the office of the Rights Agent designated for such purpose, or its successors as
Rights Agent, one one-hundredth of a fully paid nonassessable share of Series A
Junior Participating Preferred Stock, par value $1.00 per share (the "Preferred
Stock"), of the Company, at a purchase price of $[__] per one one-hundredth of a
share of Preferred Stock (the "Purchase Price"), upon presentation and surrender
of this Right Certificate with the Form of Election to Purchase and the
Certificate contained therein duly executed. The number of Rights evidenced by
this Right Certificate (and the number of one one-hundredths of a share of
Preferred Stock which may be purchased upon exercise thereof) set forth above,
and the Purchase Price per one one-hundredth of a share of Preferred Stock set
forth above, are the number and Purchase Price as of [__________], 2000, based
on the shares of Preferred Stock as constituted at such date.
From and after the first occurrence of a Section 11(a)(ii) Event (as
defined in the Rights Agreement), if the Rights evidenced by this Right
Certificate are beneficially owned by
<PAGE> 51
(i) an Acquiring Person or an Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person
(or of any Associate or Affiliate thereof) who becomes a transferee after such
Acquiring Person (or any Associate or Affiliate thereof) becomes such or (iii)
under certain circumstances specified in the Rights Agreement, a transferee of
such Acquiring Person (or of any Associate or Affiliate thereof) who becomes a
transferee prior to or concurrently with such Acquiring Person becoming such,
such Rights shall become null and void and no holder hereof shall have any right
with respect to such Rights from and after the occurrence of such Section
11(a)(ii) Event.
The Rights evidenced by this Right Certificate shall not be
exercisable, and shall be null and void so long as held, by a holder in any
jurisdiction where the requisite qualification to the issuance to such holder,
or the exercise by such holder, of the Rights in such jurisdiction shall not
have been obtained or be obtainable.
As provided in the Rights Agreement, the Purchase Price and the number
of one one-hundredths of a share of Preferred Stock or the number and kind of
other securities which may be purchased upon the exercise of the Rights
evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events, including Section 11(a)(ii) Events and
Section 13 Events (as defined in the Rights Agreement).
This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, as it may be amended from time to time,
which terms, provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Rights Agreement reference is
hereby made for a full description of the rights, limitations of rights,
obligations, duties and immunities hereunder of the Rights Agent, the Company
and the holders of the Right Certificates, which limitations of rights include
the temporary suspension of the exercisability of such Rights under the specific
circumstances set forth in the Rights Agreement. Copies of the Rights Agreement
are on file at the principal executive offices of the Company and the office of
the Rights Agent and are also available upon written request to the Rights
Agent.
This Right Certificate, with or without other Right Certificates, upon
surrender at the office of the Rights Agent, may be exchanged for another Right
Certificate or Right Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of one one-hundredths
of a share of Preferred Stock as the Rights evidenced by the Right Certificate
or Right Certificates surrendered shall have entitled such holder to purchase.
If this Right Certificate shall be exercised in part, the holder shall be
entitled to receive upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Right Certificate may be redeemed by the Company at a redemption price
of $.01 per Right at any time prior to the earlier of (i) the Stock Acquisition
Time (as defined in the Rights Agreement) and (ii) the close of business on the
Expiration Date (as defined in the Rights
2
<PAGE> 52
Agreement). Subject to the provisions of the Rights Agreement, the rights
evidenced by this Right Certificate may be exchanged in whole or part for shares
of Common Stock or fractional shares of Preferred Stock (or any other
substantially similar series of preferred stock of the Company).
No fractional shares of Preferred Stock will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions which are
integral multiples of one one-hundredth of a share of Preferred Stock, which
may, at the election of the Company, be evidenced by depositary receipts), but
in lieu thereof a cash payment will be made, as provided in the Rights
Agreement.
Other than those provisions relating to the redemption price of the
Rights and the Expiration Date, any of the provisions of the Rights Agreement
may be amended by the Board of Directors of the Company in any respect
whatsoever up until the Stock Acquisition Time and thereafter in certain
respects which do not adversely affect the interests of holders of Right Cer-
tificates (other than an Acquiring Person or the Affiliates or Associates
thereof).
No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of shares of Preferred
Stock or of any other securities of the Company which may at any time be
issuable on the exercise hereof, nor shall anything contained in the Rights
Agreement or herein be construed to confer upon the holder hereof, as such, any
of the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or with hold consent to any corporate action, or to
receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the Rights Agreement.
This Right Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.
3
<PAGE> 53
WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal. Dated as of __________, _____.
ATTEST: METLIFE, INC.
_________________________ By_________________________
Secretary Title:
Countersigned:
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights Agent
By_______________________
Authorized Signature
<PAGE> 54
[Form of Reverse Side of Right Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)
FOR VALUE RECEIVED ____________________________ hereby sells,
assigns and transfers unto
________________________________________________________________________________
________________________________________________________________________________
(Please print name and address of transferee)
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint _____________________ Attorney,
to transfer the within Right Certificate on the books of the within named
Company, with full power of substitution.
Dated:_____________, ____
__________________________
Signature
Signatures Guaranteed:
The undersigned hereby certifies that (1) the Rights evidenced by this
Right Certificate are not beneficially owned by an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement); and (2)
after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ]
did not acquire the Rights evidenced by this Right Certificate from any
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<PAGE> 55
Person who is, was or subsequently became an Acquiring Person or an Affiliate or
Associate thereof.
__________________________
Signature
<PAGE> 56
NOTICE
The signature to the foregoing Assignment must correspond to the name
as written upon the face of this Right Certificate in every particular, without
alteration or enlargement or any change whatsoever.
<PAGE> 57
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to
exercise the Right Certificate.)
To MetLife, Inc.:
The undersigned hereby irrevocably elects to exercise
_______________ Rights represented by this Right Certificate to purchase the
shares of Preferred Stock issuable upon the exercise of such Rights (or such
other securities of the Company or of any other Person which may be issuable
upon the exercise of the Rights) and requests that certificates for such shares
be issued in the name of and delivered to:
Please insert social security
or other identifying number
_____________________________________________________________________________
(Please print name and address)
_____________________________________________________________________________
If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:
Please insert social security
or other identifying number
_____________________________________________________________________________
(Please print name and address)
_____________________________________________________________________________
Dated:__________________, ____
<PAGE> 58
[Form of Election to Purchase -- continued]
__________________________
Signature
(Signature must conform in
all respects to name of
holder as specified on the
face of this Right
Certificate.)
Signature Guaranteed:
_____________________________________________________________________________
(To be completed if applicable)
The undersigned hereby certifies that (1) the Rights evidenced by this Right
Certificate are not beneficially owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement); (2) after due inquiry
and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the
Rights evidenced by this Right Certificate from any Person who is, was or
subsequently became an Acquiring Person of an Affiliate or Associate thereof.
__________________________
Signature
- -----------------------------------------------------------------------------
NOTICE
------
In the event the certification set forth above in the Forms of
Assignment and Election is not completed, the Company will deem the beneficial
owner of the Rights evidenced by this Right Certificate to be an Acquiring
Person or an Affiliate or Associate thereof (as defined in the Rights Agreement)
and, in the case of an Assignment, will affix a legend to that effect on any
Right Certificates issued in exchange for this Rights Certificate.
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<PAGE> 59
EXHIBIT C
UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR
AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID AND
WILL NO LONGER BE TRANSFERABLE.
METLIFE, INC.
SUMMARY OF RIGHTS TO PURCHASE
PREFERRED STOCK
On [________], 2000, the Board of Directors of MetLife, Inc. (the
"Company") declared a dividend distribution of one Preferred Share Purchase
Right (a "Right") for each outstanding share of Common Stock, par value $0.01
per share, of the Company (the "Common Stock"). The following is a summary of
the terms of the Rights.
Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $1.00 per share, of the Company (the "Preferred Stock") at a price of
$[__] per one one-hundredth of a share of Preferred Stock, subject to adjustment
(the "Purchase Price"). The description and terms of the Rights are set forth in
a Rights Agreement, dated as of [________], 2000 (the Rights Agreement, as it
may be amended from time to time, is hereinafter referred to as the "Rights
Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C. as
Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate certificates representing
the Rights ("Right Certificates") will be distributed. The Rights will separate
from the Common Stock and a "Distribution Date" will occur upon the earlier to
occur of (i) ten days following the time (the "Stock Acquisition Time") of a
public announcement or notice to the Company that a person or group of
affiliated or associated persons (an "Acquiring Person") acquired, or obtained
the right to acquire, beneficial ownership of 10% or more of the outstanding
Common Stock of the Company, other than as a result of an offer approved by the
Board of Directors of the Company and (ii) ten business days (or, if determined
by the Board of Directors, a specified or unspecified later date) following the
commencement or announcement of an intention to make a tender offer or exchange
offer which, if successful, would cause the bidder to own 10% of more of the
outstanding Common Stock.
The Rights Agreement provides that, until the Distribution Date, (i)
the Rights will be transferred with and only with the Common Stock, (ii) new
Common Stock certificates issued after [________], 2000, upon transfer, new
issuance or reissuance of the Common Stock,
<PAGE> 60
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any of the Common Stock certificates
outstanding will also constitute the transfer of the Rights associated with the
shares of Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate Right Certificates will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights. Except in connection with issuance of Common Stock pursuant to employee
stock plans, options and certain convertible securities, and except as otherwise
determined by the Board of Directors, only shares of Common Stock issued prior
to the Distribution Date will be issued with Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on [________], 2010, unless earlier redeemed or exchanged by the
Company as described below.
In the event that, after the Stock Acquisition Time, the Company is
acquired in a merger or other business combination transaction (except certain
transactions with a person who became an Acquiring Person as a result of a
tender offer described in the next succeeding paragraph) or 50% or more of its
assets, cash flow or earning power is sold, proper provision shall be made so
that each holder of a Right shall thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of such
transaction would have a market value (as defined in the Rights Agreement) of
two times the Purchase Price of the Right. In the event that, after the Stock
Acquisition Time, the Company were the surviving corporation of a merger and its
Common Stock were changed or exchanged, proper provision shall be made so that
each holder of a Right will thereafter have the right to receive upon exercise
that number of shares of common stock of the Company having a market value of
two times the exercise price of the Right.
In the event that a person or group becomes an Acquiring Person, each
holder of a Right (other than the Acquiring Person) will thereafter have the
right to receive upon exercise that number of shares of Common Stock (or, in
certain circumstances, cash, a reduction in the Purchase Price, Preferred Stock,
other equity securities of the Company, debt securities of the Company, other
property or a combination thereof) having a market value (as defined in the
Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding
any of the foregoing, following the occurrence of any of the events set forth in
this paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an
affiliate, associate or transferee thereof) will be null and void. A person will
not be an Acquiring Person if the Board of Directors of the Company determines
that such person or group became an Acquiring Person inadvertently and such
person or group promptly divests itself of a sufficient number of shares of
Common Stock so that such person or group is no longer an Acquiring Person.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or
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<PAGE> 61
reclassification of, the Preferred Stock, (ii) upon the grant to holders of
Preferred Stock of certain rights or warrants to subscribe for Preferred Stock
or convertible securities at less than the current market price of Preferred
Stock or (iii) upon the distribution to holders of Preferred Stock of evidences
of indebtedness or assets (excluding regular periodic cash dividends or
dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above). The number of Rights and number of shares
of Preferred Stock issuable upon the exercise of each Right are also subject to
adjustment in the event of a stock split, combination or stock dividend on the
Common Stock.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fraction al shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock which may, upon the election of the Company, be
evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time prior to the earlier of the Stock Acquisition Time and the
Expiration Date (as defined in the Rights Agreement), the Board of Directors may
redeem the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the $.01 Redemption Price.
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such Person of 50% or more of the outstanding shares of Common
Stock, the Board of Directors of the Company may exchange the Rights (other than
Rights beneficially owned by such Person or an affiliate or an associate thereof
which have become null and void), in whole or part, at an exchange ratio of one
share of Common Stock per Right (subject to adjustment). The Company, at its
option, may substitute one-hundredth (subject to adjustment) of a share of
Preferred Stock (or other series of substantially similar preferred stock of the
Company) for each share of Common Stock to be exchanged.
Each share of Preferred Stock purchasable upon exercise of the Rights
will have a minimum preferential dividend of $10 per year, but will be entitled
to receive, in the aggregate, a dividend of 100 times the dividend declared on
the shares of Common Stock. In the event of liquidation, the holders of the
shares of Preferred Stock will be entitled to receive a minimum liquidation
payment of $100 per share, but will be entitled to receive an aggregate
liquidation payment equal to 100 times the payment made per share of Common
Stock. Each share of Preferred Stock will have one hundred votes, voting
together with the shares of Common Stock. In the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each share of Preferred Stock will be entitled to receive 100 times
the amount and type of consideration received per share of Common Stock. The
rights of the shares of Preferred Stock as to dividends and liquidation, and in
the event of mergers and consolidations, are protected by anti-dilution
provisions.
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<PAGE> 62
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, other than rights resulting from such
holder's ownership of shares of Common Stock, including, but not limited to, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to stockholders or to the Company, stockholders may, depending
upon the circumstances, recognize taxable income in the event that the Rights
become exercisable for Common Stock (or other consideration) of the Company or
for common stock of the acquiring company as set forth above.
Other than those provisions relating to the Redemption Price and
expiration date of the Rights, any of the provisions of the Rights Agreement may
be amended by the Board of Directors prior to the Stock Acquisition Time. After
such time, the provisions of the Rights Agreement may be amended by the Board of
Directors in order to cure any ambiguity, to correct or supplement defective or
inconsistent provisions, to shorten or lengthen any time period under the Rights
Agreement, to make changes which do not adversely affect the interests of the
holders of Rights (excluding the interests of any Acquiring Person) or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.
The term "Voting Stock" means (i) the shares of Common Stock of the
Company and (ii) any other shares of capital stock of the Company entitled to
vote generally in the election of directors or entitled to vote together with
the shares of Common Stock in respect of any merger, consolidation, sale of all
or substantially all of the Company's assets, liquidation, dissolution or
winding up.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Form 8-A dated [________], 2000. Copies
of the Rights Agreement are available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, as it may be
amended from time to time, which is hereby incorporated herein by reference.
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<PAGE> 1
Exhibit 10.7
METLIFE, INC.
2000 STOCK INCENTIVE PLAN
ARTICLE I.
PURPOSE
The purpose of the "METLIFE, INC. 2000 STOCK INCENTIVE PLAN" as it
may be amended from time to time (the "Plan") is to foster and promote the
long-term financial success of the Company and materially increase shareholder
value by (a) motivating superior performance by means of performance-related
incentives, (b) encouraging and providing for the acquisition of an ownership
interest in the Company by the Company's and its Subsidiaries' employees and
Agents, and (c) enabling the Company to attract and retain the services of an
outstanding management team upon whose judgment, interest, and special effort
the successful conduct of its operations is largely dependent.
ARTICLE II.
DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms shall
have the respective meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as amended.
(b) "Agent" means an "insurance agent" as defined in Section 2101of
the New York Insurance Law.
(c) "Approved Retirement" means termination of a Participant's
employment (i) on or after the normal retirement date or (ii) with the
Committee's approval, on or after any early retirement date established
under any retirement plan maintained by the Company or a Subsidiary and
in which the Participant participates; provided that in each case, the
Committee may require, as a condition to a Participant's retirement being
an "Approved Retirement" for purpose of the Plan, that the Participant
enter into a general release of claims, non-solicitation and/or
non-competition agreement in form and substance satisfactory to the
Company.
<PAGE> 2
(d) "Board" means the Board of Directors of the Company.
(e) "Cause" means (i) the willful failure by the Participant to
perform substantially his duties as an Employee of the Company (other
than due to physical or mental illness) after reasonable notice to the
Participant of such failure, (ii) the Participant's engaging in serious
misconduct that is injurious to the Company or any Subsidiary in any way,
including, but not limited to, by way of damage to their respective
reputations or standings in their respective industries, (iii) the
Participant's having been convicted of, or having entered a plea of nolo
contendere to, a crime that constitutes a felony or (iv) the breach by
the Participant of any written covenant or agreement with the Company or
any Subsidiary not to disclose or misuse any information pertaining to,
or misuse any property of, the Company or any Subsidiary or not to
compete or interfere with the Company or any Subsidiary.
(f) "Change of Control" shall be deemed to have occurred if:
(i) any person (within the meaning of Section 3(a)(9) of the
Act), including any group (within the meaning of Rule 13d-5(b)
under the Act), but excluding the MetLife Policyholder Trust (and
any person(s) who would otherwise be described herein solely by
reason of having the power to control the voting of the shares held
by such Trust) and any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary thereof,
acquires "beneficial ownership" (within the meaning of Rule 13d-3
under the Act), directly or indirectly, of securities of the
Company representing 25% or more of the combined Voting Power (as
defined below) of the Company's securities; or
(ii) within any 24-month period, the persons who were
directors of the Company at the beginning of such period (the
"Incumbent Directors") shall cease to constitute at least a
majority of the Board or the board of directors of any successor to
the Company; provided, however, that any director elected to the
Board, or nominated for election, by a majority of the Incumbent
Directors then still in office shall be deemed to be an Incumbent
Director for purposes of this subclause (ii); or
(iii) upon the consummation of a merger, consolidation,
share exchange, division, sale or other disposition of all or
substantially all of the assets of the Company which has been
approved by the shareholders of the Company (a "Corporate
Event"), and immediately following the consummation of which the
stockholders of the Company immediately prior to such Corporate
Event do not hold, directly or indirectly, a majority of the
Voting Power of (x) in the case of a merger or consolidation,
the surviving or resulting corporation, (y) in
2
<PAGE> 3
the case of a share exchange, the acquiring corporation or (z) in
the case of a division or a sale or other disposition of assets,
each surviving, resulting or acquiring corporation which,
immediately following the relevant Corporate Event, holds more than
25% of the consolidated assets of the Company immediately prior to
such Corporate Event; or
(iv) any other event occurs which the Board declares to be a
Change of Control.
Notwithstanding the foregoing, a Change of Control shall not be deemed to
have occurred merely as a result of (i) the conversion of the Company
from a mutual life insurance company to a stock company whose
shareholders are either (x) primarily persons who were policyholders of
the Company immediately prior to such transaction and/or a trust holding
the shares of the Company for the benefit of such policyholders or (y)
another corporation the shares of which are held primarily by the persons
and/or trust described in subclause (x); (ii) the Company becoming a
direct or indirect subsidiary of a mutual holding company whose members
are primarily persons who were policyholders of the Company immediately
prior to such transaction, (iii) an underwritten offering of the equity
securities of the Company (including, without limitation, any offering of
any class of convertible preferred securities) effected in connection
with the Demutualization or (iv) any other transaction that would
constitute an "Other Capital Raising Transaction" within the meaning of
the plan of reorganization adopted by Metropolitan Life Insurance Company
in connection with the Demutualization.
(g) "Change of Control Price" means the highest price per share of
Common Stock offered in conjunction with any transaction resulting in a
Change of Control (as determined in good faith by the Committee if any
part of the offered price is payable other than in cash) or, in the case
of a Change of Control occurring solely by reason of a change in the
composition of the Board, the highest Fair Market Value of the Common
Stock on any of the 30 trading days immediately preceding the date on
which a Change of Control occurs.
(h) "Code" means the Internal Revenue Code of 1986, as amended.
(i) "Committee" means the Compensation Committee of the Board or
such other committee of the Board as the Board shall designate from time
to time, which committee shall consist of two or more members, each of
whom shall be a "Non-Employee Director" within the meaning of Rule 16b-3
(or any successor rule thereto), as promulgated under the Act, and an
"outside director" within the meaning of section 162(m) of the Code and
the Treasury Regulations promulgated thereunder.
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<PAGE> 4
(j) "Common Stock" means the common stock of the Company, par value
$0.01 per share.
(k) "Company" means MetLife, Inc., a Delaware corporation, and any
successor thereto.
(l) "Demutualization" means the demutualization of Metropolitan
Life Insurance Company pursuant to a plan of reorganization approved by
the New York State Superintendent of Insurance under Section 7312 of the
New York Insurance Law.
(m) "Directors Plan" means the Company's 2000 Directors Stock Plan,
as the same may be amended from time to time.
(n) "Disability" has the meaning given in the Company's long-term
disability insurance policy or program as in effect from time to time.
(o) "Employee" means any officer or other employee of the Company,
Metropolitan Life Insurance Company or any Subsidiary (as determined by
the Committee in its sole discretion); provided, however, that with
respect to Incentive Stock Options, "Employee" means any person who is
considered an employee of the Company or any Subsidiary for purposes of
Treasury Regulation Section 1.421-7(h).
(p) "Fair Market Value" means, on any date, the closing prices of
the Common Stock as reported in the principal consolidated transaction
reporting system for the New York Stock Exchange (or on such other
recognized quotation system on which the trading prices of the Common
Stock are quoted at the relevant time) on such date. In the event that
there are no Common Stock transactions reported on such tape (or such
other system) on such date, Fair Market Value shall mean the closing
price on the immediately preceding date on which Common Stock
transactions were so reported.
(q) "Family Member" means, as to a Participant, any (i) child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law (including adoptive relationships), of
such Participant, (ii) trust for the exclusive benefit of such persons
and (iii) other entity owned solely by such persons.
(r) "Initial Public Offering" means the first day as of which sales
of Common Stock are made to the public pursuant to the first underwritten
public offering of the Common Stock.
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<PAGE> 5
(s) "Option" means the right to purchase Common Stock at a stated
price for a specified period of time. For purposes of the Plan, an Option
may be either (i) an "Incentive Stock Option" (ISO) within the meaning of
Section 422 of the Code or (ii) an option which is not an Incentive Stock
Option (a "Nonstatutory Stock Option" (NSO)).
(t) "Participant" means any Employee or Agent designated by the
Committee to participate in the Plan.
(u) "Subsidiary" means any corporation or partnership in which the
Company owns, directly or indirectly, 50% or more of the total combined
voting power of all classes of stock of such corporation or of the
capital interest or profits interest of such partnership.
2.2 Gender and Number. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.
ARTICLE III.
ELIGIBILITY AND PARTICIPATION
Participants in the Plan shall be those Employees or Agents
selected by the Committee to be granted Options pursuant to Article VI.
ARTICLE IV.
POWERS OF THE COMMITTEE
4.1 Power to Grant. The Committee shall determine the Participants
to whom Options shall be granted and the terms and conditions of any and all
such Options. The Committee may establish different terms and conditions for
different Participants and for the same Participant for each Option such
Participant may receive, whether or not granted at different times.
Notwithstanding any other contrary provision in the Plan, Options shall not be
granted prior to the first anniversary of the Initial Public Offering.
4.2 Certain Rules Relating to Grants.
(a) Maximum Individual Grants. During any consecutive five year
period, no individual Participant may be granted Options to acquire more
than 5% of the total shares available under the Plan.
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<PAGE> 6
(b) Cumulative Grant Limits. The maximum number of Options
(expressed as a percentage of the total number of shares available under
the Plan as set forth in Section 5.1) that may be awarded, on a
cumulative basis (but excluding any forfeited, canceled or expired
Options), shall be as follows:
prior to the second anniversary of the
Initial Public Offering 60%
prior to the third anniversary of the
Initial Public Offering 80%
prior to the fourth anniversary of the
Initial Public Offering 100%
(c) Repricing or Substitution of Options. The Committee shall not
have the right to reprice outstanding Options or to grant new Options
under the Plan in substitution for or upon the cancellation of Options
previously granted.
4.3 Administration.
(a) Rules, Interpretations and Determinations. The Plan shall be
administered by the Committee. The Committee shall have full authority to
interpret and administer the Plan, to establish, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions deemed necessary or
advisable to protect the interests of the Company, to construe the respective
option agreements and to make all other determinations it determines necessary
or advisable for the administration and interpretation of the Plan in order to
carry out its provisions and purposes. Determinations, interpretations, or other
actions made or taken by the Committee shall be final, binding, and conclusive
for all purposes and upon all persons.
(b) Agents and Expenses. The Committee may appoint agents (who may
be officers or employees of the Company) to assist in the administration of the
Plan and may grant authority to such persons to execute agreements or other
documents on its behalf. The Committee may employ such legal counsel,
consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion received from any such counsel or consultant
and any computation received from any such consultant or agent. All expenses
incurred in the administration of the Plan, including, without limitation, for
the engagement of any counsel, consultant or agent, shall be paid by the
Company.
4.4 Delegation of Authority. The Committee may delegate its duties,
powers and authorities under the Plan to the Company's Chief Executive Officer
with respect to
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<PAGE> 7
individuals who are below the position of Senior Vice President (or analogous
title), pursuant to such conditions or limitations as the Committee may
establish; provided that only the Committee or the Board may select, and grant
Options to, Participants who are subject to Section 16 of the Act.
Notwithstanding the foregoing, in no event shall the Chief Executive Officer
grant (i) Options which, in the aggregate, represent more than 1.5% of the total
number of shares authorized for issuance under the Plan or (ii) to any single
Participant in any twelve month period more than 5% of the total number of
shares that the Chief Executive Officer is authorized to grant. The Chief
Executive Officer shall report periodically to the Committee regarding the
nature and scope of the Options granted pursuant to the authority granted to him
under this Section 4.4.
ARTICLE V.
STOCK SUBJECT TO PLAN
5.1 Number. Subject to the provisions of Section 5.3, the number of
shares of Common Stock issuable under the Plan shall not exceed 5% of the total
number of shares of Common Stock outstanding immediately after the Initial
Public Offering; provided that the number of shares issuable under the Plan
shall be reduced by the number of shares issuable pursuant to any "Options"
granted pursuant to the Directors Plan (as such term is defined in the Directors
Plan). The shares to be delivered under the Plan may consist, in whole or in
part, of treasury Common Stock or authorized but unissued Common Stock, not
reserved for any other purpose.
5.2 Canceled, Terminated, or Forfeited Options. Any shares of
Common Stock subject to an Option which for any reason is canceled, terminated
or otherwise settled without the issuance of any Common Stock (including, but
not limited to, shares tendered to exercise outstanding Options or shares
tendered or withheld for taxes) shall again be available for Options under the
Plan.
5.3 Adjustment in Capitalization. In the event of any Common Stock
dividend or Common Stock split, recapitalization (including, but not limited, to
the payment of an extraordinary dividend), merger, consolidation, combination,
spin-off, distribution of assets to stockholders (other than ordinary cash
dividends), exchange of shares, or other similar corporate change, the aggregate
number of shares of Common Stock available for Options under Section 5.1 or
subject to outstanding Options and the respective exercise prices applicable to
outstanding Options shall be appropriately adjusted by the Committee and the
Committee's determination shall be conclusive; provided, however, that no
adjustment shall occur by reason of the issuance of Common Stock in accordance
with the Demutualization and that any fractional shares resulting from any such
adjustment shall be disregarded.
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<PAGE> 8
ARTICLE VI.
STOCK OPTIONS
6.1 Grant of Options. Subject to the provisions of Section 4.1,
Options may be granted to Participants at such time or times as shall be
determined by the Committee. Options granted under the Plan may be of two types:
(i) Incentive Stock Options and (ii) Nonstatutory Stock Options. Except as
otherwise provided herein, the Committee shall have complete discretion in
determining the number of Options, if any, to be granted to a Participant. Each
Option shall be evidenced by an Option agreement that shall specify the type of
Option granted, the exercise price, the duration of the Option, the number of
shares of Common Stock to which the Option pertains, and such other terms and
conditions as the Committee shall determine which are not inconsistent with the
provisions of the Plan. Notwithstanding the foregoing, any Options granted to a
Participant who is an Agent shall comply with the provisions of Section 4228 of
the New York Insurance Law and any regulations thereunder.
6.2 Option Price. Nonstatutory Stock Options and Incentive Stock
Options granted pursuant to the Plan shall have an exercise price no less than
the Fair Market Value of a share of Common Stock on the date the Option is
granted.
6.3 Exercise of Options. One-third of each Nonstatutory Stock
Option or Incentive Stock Option granted pursuant to the Plan shall become
exercisable on each of the first three anniversaries of the date such Option is
granted; provided that in no event shall any Option be or become exercisable
hereunder prior to the second anniversary of the Initial Public Offering and, if
and to the extent this proviso limits the exercisability of any Option, the
portion so limited shall become exercisable on such second anniversary;
provided, further, that the Committee may at the time of grant establish longer
periods of service for Options to become exercisable and may establish
performance-based criteria for exercisability. Subject to the provisions of
Article VII, once any portion of any Option has become exercisable it shall
remain exercisable for its full term. The Committee shall determine the term of
each Nonstatutory Stock Option or Incentive Stock Option granted, but in no
event shall any such Option be exercisable for more than 10 years after the date
on which it is granted.
6.4 Payment. The Committee shall establish procedures governing the
exercise of Options. No shares shall be delivered pursuant to any exercise of an
Option unless arrangements satisfactory to the Committee have been made to
assure full payment of the option price therefor. Without limiting the
generality of the foregoing, payment of the option price may be made (i) in cash
or its equivalent, (ii) by exchanging shares of Common Stock owned by the
optionee (which are not the subject of any pledge or other security interest),
(iii) through an arrangement with a broker approved by the Company whereby
payment of the exercise price is accomplished with the proceeds of the sale of
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Common Stock or (iv) by any combination of the foregoing; provided that the
combined value of all cash and cash equivalents paid and the Fair Market Value
of any such Common Stock so tendered to the Company, valued as of the date of
such tender, is at least equal to such option price. The Company may not make a
loan to a Participant to facilitate such Participant's exercise of any of his or
her Options.
6.5 Incentive Stock Options. Notwithstanding anything in the Plan
to the contrary, no Option that is intended to be an Incentive Stock Option may
be granted after the tenth anniversary of the effective date of the Plan and no
term of this Plan relating to Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted under the Plan
be exercised, so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of any Participant affected thereby, to disqualify any
Incentive Stock Option under such Section 422.
ARTICLE VII.
TERMINATION OF EMPLOYMENT
7.1 Termination of Employment Due to Death. In the event a
Participant's employment terminates by reason of death, any Options granted to
such Participant shall become immediately exercisable in full and may be
exercised by the Participant's designated beneficiary, and if none is named, in
accordance with Section 10.2, at any time prior to the expiration of the term of
the Options or within three (3) years (or such shorter period as the Committee
shall determine at the time of grant) following the Participant's death,
whichever period is shorter.
7.2 Termination of Employment Due to Disability or Approved
Retirement. In the event a Participant's employment terminates by reason of
Disability or Approved Retirement, any Options granted to such Participant which
are then outstanding shall continue to become exercisable in accordance with
Section 6.3 notwithstanding such termination of employment and may be exercised
by the Participant or the Participant's designated beneficiary, and if none is
named, in accordance with Section 10.2, at any time prior to the expiration date
of the term of the Options or within three (3) years (or such shorter period as
the Committee shall determine at the time of grant) following the Participant's
termination of employment, whichever period is shorter.
7.3 Certain Divestitures, etc. In the event that a Participant's
employment is terminated in connection with a sale, divestiture, spin-off or
other similar transaction involving a Subsidiary, division or business segment
or unit, the Committee may provide at the time of grant or otherwise that all or
any portion of any Options granted to such Participant which are then
outstanding shall continue to become exercisable in
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accordance with Section 6.3 notwithstanding such termination of employment and
may be exercised by the Participant or the Participant's designated beneficiary,
and if none is named, in accordance with Section 10.2, at any time prior to the
expiration date of the term of the Options or within three (3) years (or such
shorter period as the Committee shall determine at or following the time of
grant) following the Participant's termination of employment, whichever period
is shorter.
7.4 Termination of Employment for Cause. In the event a
Participant's employment is terminated for Cause, any Options granted to such
Participant that are then not yet exercised shall be forfeited.
7.5 Termination of Employment for Any Other Reason. Unless
otherwise determined by the Committee at or following the time of grant, in the
event the employment of the Participant shall terminate for any reason other
than one described in Section 7.1, 7.2, 7.3 or 7.4, any Options granted to such
Participant which are exercisable at the date of the Participant's termination
of employment may be exercised at any time prior to the expiration of the term
of the Options or the thirtieth day following the Participant's termination of
employment, whichever period is shorter, and any Options that are not
exercisable at the time of termination of employment shall be forfeited.
ARTICLE VIII.
CHANGE OF CONTROL
8.1 Accelerated Vesting and Payment. Subject to the provisions of
Section 8.2, in the event of a Change of Control each Option shall be fully
exercisable regardless of the exercise schedule otherwise applicable to such
Option and, in connection with such a Change of Control, the Committee may, in
its discretion, provide that each Option shall, upon the occurrence of such
Change of Control, be canceled in exchange for a payment in an amount equal to
the excess, if any, of the Change of Control Price over the exercise price for
such Option.
8.2 Alternative Awards. Notwithstanding Section 8.1, no
cancellation, acceleration of exercisability, vesting, cash settlement or other
payment shall occur with respect to any Option if the Committee reasonably
determines in good faith prior to the occurrence of a Change of Control that
such Option shall be honored or assumed, or new rights substituted therefor
(such honored, assumed or substituted award hereinafter called an "Alternative
Award"), by a Participant's employer (or the parent or an affiliate of such
employer) immediately following the Change of Control; provided that any such
Alternative Award must:
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(i) be based on stock which is traded on an established securities
market, or that the Committee reasonably believes will be so traded
within 60 days after the Change of Control;
(ii) provide such Participant with rights and entitlements
substantially equivalent to or better than the rights, terms and
conditions applicable under such Option, including, but not limited to,
an identical or better exercise or vesting schedule and identical or
better timing and methods of payment;
(iii) have substantially equivalent economic value to such Option
(determined at the time of the Change of Control); and
(iv) have terms and conditions which provide that in the event that
the Participant's employment is involuntarily terminated or
constructively terminated, any conditions on a Participant's rights
under, or any restrictions on transfer or exercisability applicable to,
each such Alternative Award shall be waived or shall lapse, as the case
may be.
For this purpose, a constructive termination shall mean a termination of
employment by a Participant following a material reduction in the Participant's
base salary or a Participant's incentive compensation opportunity or a material
reduction in the Participant's responsibilities, in either case without the
Participant's written consent.
ARTICLE IX.
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
The Board at any time may terminate the Plan, and from time to time
may amend or modify the Plan; provided, however, that any amendment which would
(i) increase the number of shares available for issuance under the Plan, (ii)
lower the minimum exercise price at which an Option may be granted or (iii)
extend the maximum term for Options granted hereunder shall be subject to the
approval of the Company's shareholders and no amendment made prior to the fifth
anniversary of the Demutualization shall be or become effective without the
consent of the New York Superintendent of Insurance. No amendment, modification,
or termination of the Plan shall in any manner adversely affect any Option
theretofore granted under the Plan, without the consent of the Participant.
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<PAGE> 12
SECTION X.
MISCELLANEOUS PROVISIONS
10.1 Transferability of Options. No Options granted under the Plan
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution;
provided that the Committee may, in the Option agreement or otherwise, permit
transfers of Nonstatutory Stock Options by gift or a domestic relations order to
Family Members.
10.2 Beneficiary Designation. Each Participant under the Plan may
from time to time name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
or by whom any right under the Plan is to be exercised in case of his death.
Each designation will revoke all prior designations by the same Participant,
shall be in a form prescribed by the Committee, and will be effective only when
received by the Committee in writing during his lifetime. In the absence of any
such effective designation, benefits remaining unpaid at the Participant's death
shall be paid to or exercised by the Participant's surviving spouse, if any, or
otherwise to or by his estate.
10.3 Deferral of Payment. The Committee may, in the Option
agreement or otherwise, permit a Participant to elect, upon such terms and
conditions as the Committee may establish, to defer receipt of shares of Common
Stock that would otherwise be issued upon exercise of a Nonstatutory Stock
Option.
10.4 No Guarantee of Employment or Participation. Nothing in the
Plan shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant's employment or service at any time, nor
confer upon any Participant any right to continue in the employ of the Company
or any Subsidiary or any other affiliate of the Company. No Employee shall have
a right to be selected as a Participant, or, having been so selected, to receive
any future Options.
10.5 Tax Withholding. The Company shall have the power to withhold,
or require a Participant to remit to the Company, an amount sufficient to
satisfy Federal, state, and local withholding tax requirements on any Option
under the Plan, and the Company may defer issuance of Common Stock until such
requirements are satisfied. The Committee may, in its discretion, permit a
Participant to elect, subject to such conditions as the Committee shall impose,
(i) to have shares of Common Stock otherwise issuable under the Plan withheld by
the Company or (ii) to deliver to the Company previously acquired shares of
Common Stock having a Fair Market Value sufficient to satisfy such withholding
tax obligation associated with the transaction.
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10.6 Indemnification. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be made a party or
in which he may be involved by reason of any action taken or failure to act
under the Plan (in the absence of bad faith) and against and from any and all
amounts paid by him in settlement thereof, with the Company's approval, or paid
by him in satisfaction of any judgment in any such action, suit, or proceeding
against him; provided that he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he undertakes to handle
and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive and shall be independent of any other rights of
indemnification to which such person may be entitled under the Company's
Certificate of Incorporation or By-Laws, by contract, as a matter of law, or
otherwise.
10.7 No Limitation on Compensation. Nothing in the Plan shall be
construed to limit the right of the Company to establish other plans, provided
that the Company shall not be permitted to establish any other stock option or
stock incentive plans prior to the fifth anniversary of the Initial Public
Offering without the advance approval of the New York Superintendent of
Insurance. Nothing in this Section 10.7 shall be construed to limit the ability
of the Company to use stock in connection with any compensation arrangement,
approved by the New York Superintendent of Insurance pursuant to Section 10.1
and Schedule 3(c) of the Plan of Reorganization.
10.8 Requirements of Law. The granting of Options and the issuance
of shares of Common Stock shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
10.9 Term of Plan. The Plan shall be effective upon its adoption by
the Board and approval by Metropolitan Life Insurance Company, the sole
shareholder of the Company and by the New York Superintendent of Insurance
pursuant to Section 7312(w) of the New York Insurance Law. The Plan shall
continue in effect, unless sooner terminated pursuant to Article IX, until no
more shares are available for issuance under the Plan.
10.10 Governing Law. The Plan, and all agreements hereunder, shall
be construed in accordance with and governed by the laws of the State of
Delaware, without regard to principles of conflict of laws.
10.11 No Impact on Benefits. Except as may otherwise be
specifically stated under any employee benefit plan, policy or program, Options
shall not be treated as
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compensation for purposes of calculating an Employee's right under any such
plan, policy or program.
10.12 No Constraint on Corporate Action. Nothing in this Plan shall
be construed (i) to limit, impair or otherwise affect the Company's right or
power to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure, or to merge or consolidate, or dissolve,
liquidate, sell, or transfer all or any part of its business or assets or (ii)
except as provided in Article IX, to limit the right or power of the Company or
any of its Subsidiaries to take any action which such entity deems to be
necessary or appropriate.
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EXHIBIT 10.8
METLIFE, INC.
2000 DIRECTORS STOCK PLAN
ARTICLE I.
PURPOSE
The purpose of the "METLIFE, INC. 2000 DIRECTORS STOCK PLAN"
(the "Plan") is to enable the Company to attract, retain and motivate the best
qualified non-employee directors and to enhance a long-term mutuality of
interests between the non-employee directors and stockholders of the Company by
granting stock and stock options as provided herein.
ARTICLE II.
DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms
shall have the respective meanings set forth below:
(a) "Award" means any Option or Share Award.
(b) "Board" means the Board of Directors of the Company.
(c) "Cash Fees" means the amount of any fees that would,
absent an election to receive an Elective Share Award pursuant to the
terms of the Plan, be payable by the Company in cash to a Participant
for any services to be performed by the Participant.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Nominating and Corporate Governance
Committee of the Board or such other committee of the Board as the
Board shall designate from time to time, which committee shall consist
of at least two members, each of whom shall qualify as a Non-Employee
Director within the meaning of Rule 16b-3 (or any successor rule
thereto), as promulgated under the Securities Exchange Act of 1934, as
amended.
<PAGE> 2
(f) "Common Stock" means the common stock of the Company, par
value $0.01 per share.
(g) "Company" means MetLife, Inc., a Delaware corporation, and
any successor thereto.
(h) "Deferred Share" means a contractual right to receive one
Share on a deferred basis in accordance with the terms of the Plan.
(i) "Elective Share Award" means any award of Shares made by
reason of the election of a Participant to receive Shares in lieu of
Cash Fees; provided that in no event shall any Elective Share Awards be
issued prior to the second anniversary of the Initial Public Offering.
(j) "Fair Market Value" means, on any date, the closing price
of a Share as reported in the principal consolidated transaction
reporting system for the New York Stock Exchange (or on such other
recognized quotation system on which the trading prices of the Common
Stock are quoted at the relevant time on such date). In the event that
there are no Common Stock transactions reported on such tape (or other
system) on such date, Fair Market Value means the closing price on the
immediately preceding date on which Common Stock transactions were so
reported.
(k) "Family Member" means, as to a Participant, any (i) child,
stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law (including adoptive relationships), of
such Participant, (ii) trust for the exclusive benefit of such persons
and (iii) other entity owned solely by such persons.
(l) "Fee Share Award" means any award of Shares made at the
direction of the Committee in lieu of Cash Fees.
(m) "Initial Public Offering" means the first day as of which
sales of Common Stock are made to the public pursuant to the first
underwritten public offering of the Common Stock.
(n) "Option" means the right to purchase one Share at a stated
purchase price on the terms specified in Article V of the Plan. The
Options are nonstatutory stock options not intended to qualify under
Section 422 of the Code.
(o) "Participant" means a member of the Board who is not an
officer or employee of the Company or any entity controlling,
controlled by, or under
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common control with the Company, and is not the beneficial owner of a
controlling interest in the voting stock of the Company or of any
entity that holds a controlling interest in the Company's voting stock.
(p) "Plan" means the MetLife, Inc. 2000 Directors Stock Plan,
as set forth herein and as amended from time to time.
(q) "Share" means a share of Common Stock.
(r) "Share Award" means any Elective Share Award or Fee Share
Award.
(s) "Stock Account" means a memorandum account established to
record the deferral of certain compensation otherwise payable to a
Participant which shall be deemed invested in Deferred Shares.
(t) "Stock Incentive Plan" means the MetLife, Inc. 2000 Stock
Incentive Plan, as the same may be amended from time to time.
2.2 Gender and Number. Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.
ARTICLE III.
ADMINISTRATION
3.1 Rules, Interpretation and Determinations. The Plan shall
be administered by the Committee. The Committee shall have full authority to
interpret and administer the Plan, to establish, amend and rescind rules for
carrying out the Plan, to construe the respective option agreements and to make
all other determinations and to take all other actions that it deems necessary
or advisable for administering the Plan. Each determination, interpretation or
other action made or taken by the Committee shall be final and binding for all
purposes and upon all persons.
3.2 Agents and Expenses. The Committee may appoint agents (who
may be officers or employees of the Company) to assist in the administration of
the Plan and may grant authority to such persons to execute agreements or other
documents on its behalf. The Committee may employ such legal counsel,
consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion received from any such counsel or consultant
and any computation received from any such consultant or agent. All expenses
incurred in the administration of the Plan, including,
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without limitation, for the engagement of any counsel, consultant or agent,
shall be paid by the Company.
ARTICLE IV.
SHARES; ADJUSTMENT UPON CERTAIN EVENTS
4.1 Source of Shares. Shares to be issued under the Plan may
consist, in whole or in part, of treasury shares or authorized but unissued
Shares not reserved for any other purpose.
4.2 Number of Share Awards. Subject to the provisions of
Section 4.5 hereof, the aggregate number of Shares that may be issued under the
Plan as Share Awards under Article VI shall not exceed 500,000 Shares.
4.3 Number of Options. Subject to the provisions of Section
4.5 hereof, the aggregate number of Shares issuable under the Plan pursuant to
Options shall not exceed 0.05% of the total number of Shares outstanding
immediately after the Initial Public Offering. In addition, Shares issuable
pursuant to Options granted under the Plan shall reduce the number of Shares
issuable under the Stock Incentive Plan.
4.4 Canceled, Terminated, or Forfeited Options. In the event
Options are for any reason canceled, terminated or otherwise settled without the
issuance of any Common Stock (including, but not limited to, shares tendered to
exercise outstanding Options or shares tendered or withheld for taxes), the
Shares subject to such Options shall again be available for the granting of
Options under the Plan and the Stock Incentive Plan.
4.5 Adjustment in Capitalization. In the event of any Share
dividend or Share split, recapitalization, merger, consolidation, combination,
spin-off, distribution of assets to stockholders (other than ordinary cash
dividends), exchange of shares, or other similar corporate change, the aggregate
number of Shares available for Awards pursuant to either Section 4.2 or Section
4.3, distributable in respect of Deferred Shares or subject to outstanding
Options, and the respective exercise prices applicable to outstanding Options
shall be appropriately adjusted by the Committee and the Committee's
determination shall be conclusive; provided that any fractional shares resulting
from any such adjustment shall be disregarded.
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ARTICLE V.
AWARDS AND TERMS OF OPTIONS
5.1 Grant. The Committee shall, subject to the approval of the
Board, determine the Participants to whom Options shall be granted and, subject
to Section 5.2, the terms and conditions of any and all Options granted to
Participants. In making such determination, the Committee shall give due
consideration to such factors as it deems appropriate, including, but not
limited to, the performance of the Company. Any Options granted hereunder prior
to the fifth anniversary of the Initial Public Offering shall be granted in
substitution for a portion of the fees that would otherwise have been payable in
cash to the Participant for services as a director and not subject to a Share
Award, in such manner and on such basis as the Committee shall reasonably
determine (including, without limitation, by application of the Black-Scholes
option valuation methodology). Notwithstanding any other contrary provision in
the Plan, no Options shall be granted prior to the first anniversary of the
Initial Public Offering.
5.2 Option Agreement. Options shall be evidenced by a written
option agreement embodying the following terms:
(a) Exercise Price. The exercise price per Share of an Option
shall be not less than the Fair Market Value on the date such Option is
granted.
(b) Period of Exercisability. Each Option granted hereunder
shall be immediately exercisable; provided that, in no event shall any
Option be or become exercisable hereunder prior to the second
anniversary of the Initial Public Offering and, if and to the extent
this proviso limits the exercisability of any Option, the portion so
limited shall become exercisable on such second anniversary. Each
Option shall, if not previously exercised in accordance with the terms
of the Plan, in all events expire upon the tenth (10th) anniversary of
the date of the grant thereof. If a Participant shall cease to provide
services to the Company, such Participant or, in the case of death, the
Participant's estate or beneficiary, may exercise any Option held by
the Participant at the date his or her service terminates until the
earlier of (A) three (3) years from the date the Participant ceased to
provide services to the Company and (B) the tenth (10th) anniversary of
the date the Option was granted; provided, however, that if the
Participant's service as a member of the Board terminates prior to the
second anniversary of the Initial Public Offering, the Option may not
be exercised prior to such second anniversary.
(c) Procedure for Exercise. A Participant electing to exercise
one or more Options shall give written notice to the Secretary of the
Company of such election and of the number of Shares he has elected to
purchase. No shares shall be
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<PAGE> 6
delivered pursuant to any exercise of an Option unless arrangements
satisfactory to the Committee have been made to assure full payment of
the option price therefor. Without limiting the generality of the
foregoing, payment of the option price may be made (i) in cash or its
equivalent, (ii) by exchanging shares of Common Stock owned by the
optionee (which are not the subject of any pledge or other security
interest), (iii) through an arrangement with a broker approved by the
Company whereby payment of the exercise price is accomplished with the
proceeds of the sale of Common Stock or (iv) by any combination of the
foregoing; provided that the combined value of all cash and cash
equivalents paid and the Fair Market Value of any such Common Stock so
tendered to the Company, valued as of the date of such tender, is at
least equal to such option price. The Company may not make a loan to a
Participant to facilitate such Participant's exercise of any of his or
her Options.
ARTICLE VI.
SHARE AWARDS
6.1 Fee Share Awards. Commencing with respect to fees payable
for services rendered after the first anniversary of the Initial Public
Offering, the Committee may require that up to one-half of the Cash Fees
otherwise payable to a Participant be payable in Shares, issuable as of the
first day of the calendar quarter (or, with respect to the first Fee Share
Award, the first day of the first calendar month after the twelve month
anniversary of the Initial Public Offering) with respect to which the Cash Fees
would otherwise have been payable to the Participant in cash (the "Date of
Issuance"). Not withstanding the foregoing, if the Date of Issuance determined
in the preceding sentence is not a business day, the grant of Shares shall be
made on the next following business day. The number of Shares to be issued as a
Fee Share Award as of each Date of Issuance shall equal the greatest number of
whole Shares derived from the quotient of (i) the dollar amount of the Cash Fees
the Committee has determined to pay in Shares and (ii) the Fair Market Value on
the Date of Issuance. If, after the application of the preceding formula as of
any Date of Issuance, there is a cash remainder, the Company shall pay the
Participant the amount of such cash remainder as soon as practicable following
such Date of Issuance. In no event shall any Shares acquired pursuant to any Fee
Share Award be sold by a Participant prior to the second anniversary of the
Initial Public Offering.
6.2 Elective Share Awards. Commencing with respect to Cash
Fees payable for services rendered after the second anniversary of the Initial
Public Offering, a Participant may elect to have any portion of the fees that
would otherwise have been payable to the Participant in cash for services as a
director (less any amounts paid as Fee Share Awards or, until the fifth
anniversary of the Initial Public Offering, granted as Options) paid in Shares.
The Date of Issuance in respect of any Cash Fees which are part
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of the Participant's annual retainer fees shall be the first day of the calendar
quarter with respect to which the related Cash Fees would otherwise have been
payable to the Participant, and in respect of any other Cash Fees, as of the
first day of the calendar quarter following the quarter with respect to which
such Cash Fees would otherwise have been payable to the Participant.
Notwithstanding the foregoing, if the Date of Issuance determined in the
preceding sentence is not a business day, the grant of Shares shall be made on
the next following business day. The number of Shares to be issued as an
Elective Share Award as of each Date of Issuance shall equal the greatest number
of whole Shares derived from the quotient of (i) the dollar amount of the Cash
Fees elected to be paid in Shares at such Date of Issuance in accordance with
the second preceding sentence and (ii) the Fair Market Value on the Date of
Issuance. If, after the application of the preceding formula as of any Date of
Issuance, there is a cash remainder, the Company shall pay the Participant the
amount of such cash remainder as soon as practicable following such Date of
Issuance.
ARTICLE VII.
RECEIPT OF SHARE AWARDS
7.1 Election. A Participant may elect to defer receipt of all
or any part of the Shares issuable to the Participant in respect of any Share
Award. Any such election shall be made (i) as to which the Date of Issuance is
in the same calendar year in which the Plan becomes effective, within thirty
days of the date this Plan is adopted and (ii) with respect to any other Fee
Share Award or Elective Share Award, by December 31 of the calendar year prior
to the year in which the Date of Issuance would otherwise occur. Notwithstanding
the immediately preceding sentence, any person who becomes a Participant after
the adoption of the Plan may elect, not later than the end of the calendar month
in which the Participant becomes a member of the Board, to defer delivery of all
or any part of the Shares deliverable in respect of any Share Award to be made
following such election.
7.2 Form and Duration of Election. An election to defer
receipt shall be made by written notice filed with the Secretary of the Company.
Such election shall continue in effect (including with respect to Share Awards
for subsequent calendar years) unless and until the Participant revokes or
modifies such election by written notice filed with the Secretary of the
Company. Any such revocation or modification of a deferral election shall become
effective as of the end of the calendar year in which such notice is given and
only with respect to Share Awards to be made in subsequent calendar years.
Amounts credited to the Participant's Stock Account prior to the effective date
of any such revocation or modification of a deferral election shall not be
affected by such revocation or modification and shall be distributed only in
accordance with the otherwise applicable terms of the Plan. A Participant who
has revoked an election to participate in
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<PAGE> 8
the Plan may file a new election to defer Share Awards with respect to Shares to
be granted in the calendar year following the year in which such election is
filed.
7.3 Stock Account. Any Share Award as to which a Participant
has elected to defer delivery of the Shares shall be credited to the
Participant's Stock Account and shall be deemed to be invested in a number of
Deferred Shares equal to the number of Shares that would otherwise have been
delivered to the Participant. Whenever a dividend other than a dividend payable
in the form of Shares is declared with respect to the Shares, the number of
Deferred Shares in the Participant's Stock Account shall be increased by the
number of Deferred Shares determined by dividing (i) the product of (A) the
number of Deferred Shares in the Participant's Stock Account on the related
dividend record date and (B) the amount of any cash dividend declared by the
Company on a Share (or, in the case of any dividend distributable in property
other than Shares, the per share value of such dividend, as determined by the
Company for purposes of income tax reporting) by (ii) the Fair Market Value on
the related dividend payment date. In the case of any dividend declared on
Shares which is payable in Shares, the Participant's Stock Account shall be
increased by the number of Deferred Shares equal to the product of (i) the
number of Deferred Shares credited to the Participant's Stock Account on the
related dividend record date and (ii) the number of Shares (including any
fraction thereof) distributable as a dividend on a Share. In the event of any
change in the number or kind of outstanding Shares by reason of any
recapitalization, reorganization, merger, consolidation, stock split or any
similar change affecting the Shares, other than a stock dividend as provided
above, the Committee shall make an appropriate adjustment in the number of
Deferred Shares credited to the Participant's Stock Account.
7.4 Distribution from Accounts Upon Termination of Service as
a Director. All distributions from the Participant's Stock Account shall be made
in Shares. At the time a Participant makes a deferral election pursuant to
Section 7.1, the Participant shall also file with the Secretary of the Company a
written election with respect to whether such distribution (i) shall commence
immediately following the date the Participant ceases to be a Participant or on
the first business day of any calendar year following the calendar year in which
the Participant ceases to be a Participant and (ii) shall be in one lump-sum or
in such number of annual installments (not to exceed ten) as the Participant may
designate. If installments are elected, the number of Shares distributable with
respect to each installment shall be equal to the number of Deferred Shares then
credited to the Stock Account times a fraction, the numerator of which is one
(1) and the denominator of which is the number of installments (including the
current installment) remaining to be paid. A Participant may at any time, and
from time to time, change any distribution election applicable to the
Participant's Stock Account; provided that no election to change the timing of
any such distribution shall be effective unless it is made in writing and
received by the Secretary of the Company at least one full calendar year prior
to the time at which the Participant ceases to provide services to the Company.
8
<PAGE> 9
If a Participant fails to specify a commencement date for a distribution in
accordance with this Section 7.4, such distribution shall commence on the first
business day of the calendar year immediately following the year in which the
Participant ceases to be a Participant. If a Participant fails to specify
whether distribution shall be made in a lump-sum or in a number of installments,
such distribution shall be made in a lump-sum. In the case of any distribution
being made in annual installments, each installment after the first installment
shall be paid on the first business day of each subsequent calendar year until
the entire amount subject to such installments shall have been paid.
ARTICLE VIII.
TRANSFERABILITY OF AWARDS
No Award shall be transferable by the Participant otherwise than by
will or under the applicable laws of descent and distribution; provided that the
Committee may, in the Option agreement or otherwise, permit transfers of Options
by gift or a domestic relations order to Family Members. In addition, no Award
shall be assigned, negotiated, pledged or hypothecated in any way (whether by
operation of law or otherwise), and no Award shall be subject to execution,
attachment or similar process. Upon any attempt to transfer, assign, negotiate,
pledge or hypothecate any Award, or in the event of any levy upon any Award by
reason of any attachment or similar process contrary to the provisions hereof,
such Award shall immediately become null and void.
ARTICLE IX.
TERMINATION, MODIFICATION AND AMENDMENT
The Board at any time may terminate the Plan, and from time to time may
amend or modify the Plan; provided, however, that any amendment which would (i)
increase the number of shares available for issuance under the Plan, (ii) lower
the minimum exercise price at which an Option may be granted or (iii) extend the
maximum term for Options granted hereunder shall be subject to the approval of
the Company's shareholders and no amendment made prior to the fifth anniversary
of the Initial Public Offering shall be or become effective without the consent
of the New York Superintendent of Insurance. No amendment, modification, or
termination of the Plan shall in any manner adversely affect any Option
theretofore granted under the Plan, without the consent of the Participant.
9
<PAGE> 10
ARTICLE X.
GENERAL PROVISIONS
10.1 No Right to Remain as a Director. The Plan shall not
impose any obligations on the Company to retain any Participant as a director
nor shall it impose any obligation on the part of any Participant to remain in
service to the Company.
10.2 Investment Representation; Registration. If the Committee
determines that the law so requires, the holder of an Option granted hereunder
or the recipient of Shares in respect of any Share Award shall execute and
deliver to the Company a written statement, in form satisfactory to the Company,
representing and warranting that he is purchasing or accepting the Shares then
acquired for his own account and not with a view to the resale or distribution
thereof, that any subsequent offer for sale or sale of any such Shares shall be
made either pursuant to (i) a registration statement on an appropriate form
under the Securities Act of 1933, as amended, which Registration Statement shall
have become effective and shall be current with respect to the Shares being
offered and sold, or (ii) a specific exemption from the registration
requirements of the Securities Act, and that in claiming such exemption the
holder will, prior to any offer for sale or sale of such Shares, obtain a
favorable written opinion from counsel approved by the Company as to the
availability of such exemption. If at any time the Board shall determine in its
discretion that the listing, registration or qualification of the Shares covered
by the Plan upon any national securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the sale of
Shares under the Plan, no Shares will be delivered unless and until such
listing, registration, qualification, consent or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Company.
10.3 No Right to Specific Assets. Nothing contained in the
Plan and no action taken pursuant to the Plan (including, without limitation,
the grant of any Award hereunder) shall create or be construed to create a trust
of any kind or any fiduciary relationship between the Company and any
Participant, the executor, administrator or other personal representative or
designated beneficiary of such Participant, or any other persons. To the extent
that any Participant or his executor, administrator, or other personal
representative, as the case may be, acquires a right to receive any payment from
the Company pursuant to the Plan, such right shall be no greater than the right
of an unsecured general creditor of the Company.
10
<PAGE> 11
10.4 Rights as a Stockholder. A Participant shall have no
rights as a stockholder with respect to any Shares covered by his Option or
related to Deferred Shares until he shall have become the holder of record of
such Shares.
10.5 Headings and Captions. The headings and captions herein
are provided for reference and convenience only, shall not be considered part of
the Plan, and shall not be employed in the construction of the Plan.
10.6 Controlling Law. The Plan shall be construed and enforced
according to the laws of the State of Delaware without regard to conflict of
laws.
10.7 Indemnification. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be made a party or
in which he may be involved by reason of any action taken or failure to act
under the Plan (in the absence of bad faith) and against and from any and all
amounts paid by him in settlement thereof, with the Company's approval, or paid
by him in satisfaction of any judgment in any such action, suit, or proceeding
against him; provided that he shall give the Company an opportunity, at its own
expense, to handle and defend the same before he undertakes to handle and defend
it on his own behalf. The foregoing right of indemnification shall not be
exclusive and shall be independent of any other rights of indemnification to
which such person may be entitled under the Company's Certificate of
Incorporation or By-Laws, by contract, as a matter of law, or otherwise.
10.8 Term of Plan. The Plan shall be effective upon its
adoption by the Board and approval by Metropolitan Life Insurance Company, the
sole shareholder of the Company and by the New York Superintendent of Insurance.
The Plan shall continue in effect, unless sooner terminated pursuant to Article
IX, until no more shares are available for issuance under the Plan.
11
<PAGE> 1
EXHIBIT 10.12
METLIFE POLICYHOLDER TRUST
AGREEMENT
BY AND AMONG
METROPOLITAN LIFE INSURANCE COMPANY
AND
METLIFE, INC.
AND
WILMINGTON TRUST COMPANY
AND
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
DATED AS OF NOVEMBER 3, 1999
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
1. Definitions................................................. 1
2. Deposit of Trust Shares..................................... 3
2.1 Issuance of Trust Shares.............................. 3
2.2 Trustee Owner of Trust Shares......................... 3
2.3 Costs and Expenses of the Trustee and Custodian....... 3
2.4 Filing of Agreements.................................. 3
3. Interests................................................... 4
3.1 Trust Shares.......................................... 4
3.2 Interests Held by Custodian........................... 4
3.3 Custodian Sole Holder of Interests.................... 4
3.4 Joint Trust Beneficiaries............................. 4
3.5 Act of Trust Beneficiaries............................ 4
4. Transfers................................................... 5
4.1 No Transfers Except As Provided Herein................ 5
4.2 Permitted Transfers................................... 5
5. Purchase, Sale and Withdrawal Elections..................... 5
5.1 Procedures for Purchase and Sale Elections............ 5
5.2 Purchase Elections.................................... 5
5.3 Sale Elections........................................ 6
5.4 Withdrawal Elections.................................. 6
5.5 Notices of Purchase, Sale and Withdrawal Elections.... 7
5.6 Stock Splits, etc. ................................... 7
5.7 Tender and Exchange Offers............................ 7
5.8 Receipt of Trust Shares............................... 8
5.9 Program Agent......................................... 8
5.10 Beneficiary Statements................................ 8
5.11 Offering for Trust Beneficiaries...................... 8
6. Powers and Duties of the Trustee............................ 9
6.1 Limits on Trustee's Powers............................ 9
6.2 Execution by Trustee.................................. 9
6.3 Voting................................................ 9
6.4 Sales................................................. 11
6.5 Tax Returns and Reports............................... 11
6.6 Reporting and Other Informational Requirements........ 12
6.7 Mailings of Proxy and Other Materials................. 12
6.8 Registration under the Exchange Act................... 12
7. Dividends and Distributions; Receipt of Other Property...... 12
7.1 Dividends and Distributions........................... 12
7.2 Cash.................................................. 12
7.3 Stock................................................. 13
7.4 Other Property........................................ 13
7.5 Stock Splits, etc. ................................... 13
7.6 Distribution of Trust Shares in Certain
Circumstances......................................... 13
8. The Trustee................................................. 13
8.1 Qualifications of Trustee............................. 13
8.2 Expenses.............................................. 13
8.3 Compensation.......................................... 14
8.4 Resignation and Removal of Trustee; Appointment of
Successor Trustee..................................... 14
8.5 Acceptance of Appointment by Successor................ 14
8.6 Merger, Conversion, Consolidation or Succession to
Business.............................................. 14
8.7 Collection of Claims by Trust......................... 14
8.8 Interests of the Trustee.............................. 15
8.9 Liability of the Trustee.............................. 15
8.10 Appointment of Separate or Co-Trustee................. 15
9. The Custodian............................................... 15
9.1 Initial Custodian..................................... 15
9.2 Resignation and Removal of Custodian; Appointment of
Successor Custodian................................... 16
9.3 Acceptance of Appointment by Successor................ 16
9.4 Transfer of Material.................................. 16
9.5 Compensation; Expenses................................ 16
9.6 Duties................................................ 16
10. Grantor Trust............................................... 17
</TABLE>
MetLife Policyholder Trust Agreement
i
<PAGE> 3
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
11. Effective Date and Termination.............................. 17
11.1 Effective Date....................................... 17
11.2 Termination upon Distribution of Trust Shares........ 17
11.3 Early Termination.................................... 17
11.4 Actions of Trustee upon a Termination Event or an
Early Termination Event.............................. 17
11.5 Holding Company's Right to Purchase Shares........... 18
11.6 Termination.......................................... 18
11.7 Rule Against Perpetuities............................ 18
12. Merger or Consolidation of Holding Company.................. 18
12.1 Holding Company May Consolidate or Merge Only on
Certain Terms........................................ 18
12.2 Successor Corporation Substituted.................... 19
13. Amendment................................................... 19
13.1 Amendments Not Requiring Consent of the Trust
Beneficiaries........................................ 19
13.2 Amendments Requiring Consent of the Trust
Beneficiaries........................................ 19
13.3 Conditions to Amendment of Agreement................. 19
13.4 Trustee and Custodian Not Required to Enter into Any
Amendments........................................... 20
13.5 Amendments to Trust Record Keeping Services
Agreement............................................ 20
14. Accounting.................................................. 20
14.1 Accounting........................................... 20
14.2 Lost Trust Beneficiaries............................. 20
15. Minors or Incapable Persons................................. 20
15.1 Payments to Minors or Incapable Persons.............. 20
15.2 Payments and Distributions........................... 20
16. Miscellaneous............................................... 20
16.1 Successors........................................... 20
16.2 No Punitive Damages.................................. 20
16.3 Payment of Costs for Frivolous Claims................ 21
16.4 Representation of Lost Trust Beneficiaries and Trust
Beneficiaries Under a Disability..................... 21
16.5 Notices.............................................. 21
16.6 Mailing to Trust Beneficiaries....................... 22
16.7 Governing Law........................................ 22
16.8 Counterparts......................................... 22
16.9 Entire Agreement..................................... 22
</TABLE>
MetLife Policyholder Trust Agreement
ii
<PAGE> 4
METLIFE POLICYHOLDER TRUST AGREEMENT
This Policyholder Trust Agreement, dated as of November 3, 1999, is made
and entered into by and among Metropolitan Life Insurance Company, a mutual life
insurance company organized under the laws of the State of New York, MetLife,
Inc., a Delaware corporation, ChaseMellon Shareholder Services, L.L.C., a
limited liability company organized under the laws of New Jersey, as custodian
of the Interests under this Agreement, and Wilmington Trust Company, a Delaware
banking company. Capitalized terms used in this Agreement are defined in Section
1.
W I T N E S S E T H :
WHEREAS, this Agreement is made and entered into to establish the Trust for
the exclusive benefit of Trust Beneficiaries in connection with the
reorganization of the Company from a mutual life insurance company into a stock
life insurance company pursuant to Section 7312 of the New York Insurance Law
and a Plan of Reorganization as adopted by the Board of Directors of the Company
on September 28, 1999 (as such Plan may be amended pursuant to its terms or
Section 7312 of the New York Insurance Law); and
WHEREAS, the Plan provides that a trust shall be established under this
Agreement to hold shares of Common Stock to be received in exchange for Company
Common Stock allocated under the Plan to Trust Eligible Policyholders.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms have the
following meanings:
"Act" means the act of a Trust Beneficiary as described in Section 3.5(a).
"Actuarial Contribution" means the contribution of certain participating
policies to the Company's surplus, as calculated according to the principles,
assumptions and methodologies set forth in the Plan and the Actuarial
Contribution Memorandum.
"Actuarial Contribution Memorandum" means the memorandum, attached to the
Plan as Schedule 4, that sets forth the principles, assumptions and
methodologies for the calculation of the Actuarial Contributions of qualifying
policies under the Plan.
"Agreement" means this MetLife Policyholder Trust Agreement, as amended in
accordance with Section 13. This Agreement establishes and governs the operation
of the Trust.
"Beneficiary Consent Matter" means any matter presented to the stockholders
of the Holding Company of the nature identified in Sections 6.3(b)(i), (ii) and
(iv) and, prior to the first anniversary of the Plan Effective Date, Section
6.3(b)(iii) for which the Custodian is required to request voting instructions
from the Trust Beneficiaries pursuant to Section 6.3(c).
"Broker-Dealer Affiliate" means any affiliate of the Program Agent or a
service organization acting on its behalf, that is (a) registered as a
broker-dealer under the Exchange Act or (b) a "bank" (within the meaning of such
term in Section 3(a)(6) of the Exchange Act) that is excluded from the
definition of "broker" under Sections 3(a)(4) and 15(a) of the Exchange Act.
"Broker-Dealer Affiliate" may also include the Program Agent itself if it meets
these requirements. Some of the activities described in the Purchase and Sale
Program Procedures will be performed by the Broker-Dealer Affiliate in order to
meet regulatory requirements under the federal securities laws. The initial
Broker-Dealer Affiliate will be ChaseMellon Financial Services L.L.C.
"ChaseMellon" means ChaseMellon Shareholder Services, L.L.C., a limited
liability company organized under the laws of New Jersey.
"Common Stock" means the common stock, par value $.01 per share, of the
Holding Company.
"Company" means Metropolitan Life Insurance Company, a mutual life
insurance company organized under the laws of the State of New York, to be
reorganized as a stock life insurance company under the Plan.
"Company Common Stock" means the common stock, par value $.01 per share, of
the Company.
"Contesting Stockholder" means a stockholder of the Holding Company that
has, pursuant to the Holding Company's By-Laws and applicable law, given timely
notice of the stockholder's proposal to (i) nominate one or more candidates or a
slate of candidates for election as directors of the Holding Company in
opposition to a nominee of the Holding Company's board of directors for election
of directors, (ii) oppose one or more nominees of the Holding Company's board of
directors, (iii) remove one or more directors of the Holding Company for cause,
or (iv) nominate
MetLife Policyholder Trust Agreement
<PAGE> 5
one or more candidates for election as directors of the Holding Company to fill
the vacancy or vacancies resulting from the removal of one or more directors by
the Holding Company's stockholders.
"Custodian" means the custodian that will be the record holder of the Trust
Interests. The initial Custodian will be ChaseMellon.
"Early Termination Event" means an event specified in Section 11.3.
"Eligible Policyholder" means a Person who is, or, collectively, the
Persons who are, the owners on the date that the Plan is adopted by the
Company's board of directors of a policy that is in force on such date. The
Company and any corporation in which the Company, directly or indirectly, holds
a majority of the outstanding shares entitled to vote in the election of
directors shall not be Eligible Policyholders with respect to any policy that
entitles the policyholder to receive consideration, unless the consideration is
to be utilized in whole or part for a plan or program funded by that policy for
the benefit of participants or employees who have coverage under that plan or
program.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Holding Company" means MetLife, Inc., a Delaware corporation, which is the
company organized to become the holding company of the Company on the Plan
Effective Date.
"Indemnified Party" means the Trustee and any affiliate, director, officer,
employee, agent or advisor of the Trustee which the Holding Company is required
to indemnify under Section 8.9(b).
"Interest" means an undivided fractional interest in the Trust Shares and
other assets of the Trust beneficially owned by a Trust Beneficiary through the
Custodian. An Interest entitles the Trust Beneficiary to certain rights,
including the right to: (i) receive dividends distributed upon Trust Shares;
(ii) have Trust Shares withdrawn from the Trust to be sold for cash through the
Purchase and Sale Program; (iii) deposit in the Trust additional shares of
Common Stock purchased through the Purchase and Sale Program; (iv) elect to
withdraw Trust Shares after the first anniversary of the Plan Effective Date;
and (v) instruct the Trustee to vote the Trust Shares on certain matters; each
as further described in and limited by the terms of this Agreement.
"IPO" means the initial public offering of Common Stock.
"1940 Act" means the Investment Company Act of 1940, as amended.
"Person" means an individual, corporation, limited liability company, joint
venture, partnership, association, trust, trustee, unincorporated entity,
organization or government (including its departments or agencies).
"Plan" means the Plan of Reorganization of the Company, adopted by the
Company's board of directors on September 28, 1999, including all Exhibits and
Schedules to the Plan, as it may be amended from time to time. Under the Plan,
the Company will convert from a mutual life insurance company to a stock life
insurance company.
"Plan Effective Date" means the effective date of the Plan, when, among
other things, the Company will become a stock life insurance company and
wholly-owned subsidiary of the Holding Company. The Plan Effective Date will be
determined pursuant to Section 5.2(b) of the Plan.
"Program Agent" means the program agent for the Purchase and Sale Program,
as may be appointed from time to time by the Holding Company. For purposes of
this Trust Agreement, "Program Agent" shall include any affiliate of the Program
Agent or service organization acting on its behalf. The initial Program Agent
will be ChaseMellon. Some of the activities described in the Purchase and Sale
Program Procedures will be performed by the Broker-Dealer Affiliate in order to
meet regulatory requirements under the federal securities laws.
"Purchase and Sale Program" means the program permitting Trust
Beneficiaries to purchase additional shares of Common Stock to be held by the
Trust or to have Trust Shares withdrawn for sale, in each case without the
payment of commissions or other fees. The Purchase and Sale Program will be
conducted pursuant to the Purchase and Sale Program Procedures.
"Purchase and Sale Program Procedures" means the Purchase and Sale Program
Procedures attached to the Plan as Exhibit J, as such may be amended from time
to time pursuant to Section 10.5 of the Plan.
"Purchase Election" means an election made by a Trust Beneficiary to
purchase, without the payment of commissions or other fees, additional shares of
Common Stock to be deposited in the Trust and allocated to the Trust Beneficiary
in accordance with the Purchase and Sale Program Procedures and Section 5.2.
"Reorganization" means the conversion of the Company from a mutual life
insurance company to a stock life insurance company under Section 7312 of the
New York Insurance Law.
MetLife Policyholder Trust Agreement
2
<PAGE> 6
"Sale Election" means an election by a Trust Beneficiary to have Trust
Shares equal in number to its Interests withdrawn and sold, without the payment
of commissions or other fees, through the Purchase and Sale Program in
accordance with the Purchase and Sale Program Procedures and Section 5.3.
"Superintendent" means the Superintendent of Insurance of the State of New
York, or any governmental officer, body or authority that succeeds the
Superintendent as the primary regulator of the Company's insurance business
under applicable law.
"Termination Event" means an event specified in Section 11.2, the
occurrence of which will cause the termination of the Trust.
"Trust" means the MetLife Policyholder Trust established under this
Agreement to hold the Trust Shares for the exclusive benefit of the Trust
Beneficiaries.
"Trust Beneficiary" means any Person that beneficially owns an Interest in
the Trust, as shown on the records of the Custodian.
"Trust Eligible Policyholder" means any Eligible Policyholder that, under
the Plan, will receive consideration in the form of Company Common Stock, to be
exchanged for an equal number of shares of Common Stock (to be held in the
Trust) on the Plan Effective Date.
"Trust Record Keeping Services Agreement" means the Service Agreement for
Transfer Agent Services and Trust Record Keeping Services by and between the
Holding Company and ChaseMellon as such may be amended from time to time
pursuant to Section 13.5, and any other agreement between the Holding Company
and any Custodian or successor Custodian relating to Trust record keeping
services.
"Trust Shares" means the shares of Common Stock held from time to time by
the Trust under this Agreement and any shares of common stock issued in exchange
for Common Stock in connection with a merger, consolidation or recapitalization
of the Holding Company and held in the Trust as contemplated in Section 7.4.
"Trustee" means the trustee of the Trust. The initial Trustee will be
Wilmington Trust Company.
"Withdrawal Election" means an election by a Trust Beneficiary to receive
in exchange for all, but not less than all, of its Interests on the date of such
election, an equal number of Trust Shares in accordance with Section 5.4.
2. Deposit of Trust Shares.
2.1 Issuance of Trust Shares. (a) On the Plan Effective Date:
(i) the Trust shall be established under the terms of this Agreement;
(ii) the Company shall issue shares of Company Common Stock to the
Trust in accordance with Section 5.2(e) of the Plan; and
(iii) the Trustee shall exchange those shares of Company Common Stock
for an equal number of shares of Common Stock (to be deposited in the Trust
together with any rights issued on the Plan Effective Date in connection
with any stockholder rights plan adopted by the Holding Company).
(b) Shares of Common Stock issued to the Trust shall be issued in
book-entry form as uncertificated shares to the extent permitted by law.
(c) The Holding Company shall provide notice to the Trustee of the Plan
Effective Date as soon as practicable after such date has been determined.
2.2 Trustee Owner of Trust Shares. Except to the extent expressly provided
in this Agreement, the Trustee on behalf of the Trust shall be considered the
sole owner or holder of the Trust Shares for all purposes, including, but not
limited to, the payment of dividends on the Trust Shares and the giving of any
vote, assent or consent as owner of the Trust Shares. The Trust Beneficiaries
shall not have legal title to any part of the assets of the Trust. Legal title
to the Trust Shares and all other assets of the Trust shall be vested in the
Trust.
2.3 Costs and Expenses of the Trustee and Custodian. Subject to Section
6.3, the Holding Company shall pay, or reimburse directly each of the Trustee
and Custodian for, all costs and expenses relating to the Trust, in the case of
the Trustee, and relating to the holding of Interests, in the case of the
Custodian, including, but not limited to, the fees and expenses of the Trustee
and Custodian as provided in Sections 8 and 9.
2.4 Filing of Agreements. The Trustee shall file copies of this Agreement
with appropriate governmental entities to the extent required under applicable
law, as instructed by the Holding Company.
MetLife Policyholder Trust Agreement
3
<PAGE> 7
3. Interests.
3.1 Trust Shares. (a) On or before the earlier of (i) 75 days after the
adoption of the amended and restated Plan incorporating the Actuarial
Contribution Memorandum by the Company's board of directors pursuant to the Plan
or (ii) 14 days prior to the Plan Effective Date (unless the Superintendent
approves later dates), the Company shall deliver to the Custodian a computerized
file showing the Actuarial Contribution of each Qualifying Policy. The Custodian
shall calculate, on behalf of the Company, the number of shares of Company
Common Stock to be allocated to each Trust Eligible Policyholder based on the
Actuarial Contributions of all Qualifying Policies owned by such Trust Eligible
Policyholder and the provisions of Article VII of the Plan, provided, however,
that the Company shall be responsible to the Trust Beneficiaries for any
calculations made by the Custodian.
(b) As of the Plan Effective Date, each Trust Eligible Policyholder shall
be allocated a number of Interests equal to the number of shares of Company
Common Stock allocated to it.
(c) Beginning no later than 120 days after the adoption of the amended and
restated Plan incorporating the Actuarial Contribution Memorandum by the
Company's board of directors pursuant to the Plan and completed by no later than
14 days prior to the Plan Effective Date (unless the Superintendent approves
later dates), the Custodian shall mail to each Trust Eligible Policyholder a
notice indicating the number of Interests to be allocated to the Trust Eligible
Policyholder. This notice shall include an explanation of the rules applicable
to permitted transfers of the Interests, a summary of the Purchase and Sale
Program Procedures and an explanation of the voting rights of the Trust
Beneficiaries, unless such information has previously been provided to the Trust
Beneficiaries, together with such other information as the Holding Company may
direct. A Trust Eligible Policyholder will be able to obtain information
concerning the number of Interests to be allocated to such Trust Eligible
Policyholder through the telephone number, and beginning on the date,
established pursuant to and identified in the mailing described in Section
5.5(b) of the Plan.
(d) If the Holding Company shall change the number, designation or any
other characteristic of the Common Stock, the Interests held by the Trust
Beneficiaries shall be deemed to be changed accordingly so that the outstanding
Interests shall at all times correspond with the Trust Shares held pursuant to
this Agreement.
3.2 Interests Held by Custodian. The Interests shall be held on behalf of
the Trust Beneficiaries by the Custodian. The Custodian shall keep correct books
of account of all transactions relating to the Interests, including a list
containing the name and address of each Trust Beneficiary and the Trust
Beneficiary's Interests. The Custodian shall promptly record all transactions
relating to the Interests, including any adjustments to the Interests in
accordance with this Agreement. Each of the Trustee and the Custodian, as the
case may be, shall promptly deliver to the other copies of all notices received
from any Trust Beneficiary pursuant to this Agreement. The Trustee shall have
the right to inspect the records of the Custodian relating to the Interests upon
reasonable notice during reasonable business hours and, at the Holding Company's
expense, to receive copies of those records.
3.3 Custodian Sole Holder of Interests. Except as expressly provided in
this Agreement, the Trustee may treat the Custodian as the sole holder of record
of the Interests for purposes of receiving distributions on the Interests and
for all other purposes and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in the Interests on the part of any
Person, whether or not the Trustee shall have actual or other notice of the
claim or interest. Absent manifest error, ownership of each Trust Beneficiary's
Interests shall be as shown on, and the transfer of the ownership will be
effected only through, records maintained by the Custodian in accordance with
this Agreement, the Trust Record Keeping Services Agreement and the Custodian's
customary practices.
3.4 Joint Trust Beneficiaries. If multiple Persons constitute a single
Trust Beneficiary, payments made to such Trust Beneficiary pursuant to this
Agreement shall be distributed by the Custodian jointly to or on behalf of those
Persons in accordance with the Custodian's customary practices.
3.5 Act of Trust Beneficiaries. (a) Any request, demand, authorization,
direction, notice, consent, assent, waiver or other action provided by this
Agreement to be given or taken by any Trust Beneficiary may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Trust Beneficiary in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee, the
Custodian, the Program Agent or the Holding Company, as the case may be. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Trust Beneficiary
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Trustee, the Custodian,
the Program Agent and the Holding Company, if made in the manner provided in
this Section 3.5.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer authorized by law to
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take acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to that Person the execution thereof or by
other instruments or certificates utilized by the Custodian in its customary
practices. Where such execution is by an officer of a corporation or a member of
a partnership on behalf of such corporation or partnership (or a Person having
similar authority in any other entity), such certificate or affidavit shall also
constitute sufficient proof of that Person's authority.
(c) Notwithstanding the foregoing, each of the Trustee, the Custodian, the
Program Agent or the Holding Company may, but shall not be required to, accept
any request, demand, authorization, direction, notice, consent, assent, waiver
or other action provided by this Agreement in any other form, which shall become
effective upon acceptance.
4. Transfers.
4.1 No Transfers Except As Provided Herein. Except as otherwise provided
in this Agreement, no Trust Beneficiary shall have any right whatsoever to sell,
assign, transfer, encumber or grant any option or any other interest in, the
Trust Beneficiary's Interests to, or in favor of, any other Person. Any sale,
assignment, transfer, encumbrance or grant that is not made in accordance with
the provisions of this Agreement shall be null and void and shall not be binding
on the Trustee, the Custodian or the Holding Company.
4.2 Permitted Transfers. Interests may be transferred:
(a) from the estate of a deceased Trust Beneficiary to one or more
beneficiaries taking by operation of law or pursuant to testamentary
succession;
(b) to (i) the spouse or issue of a Trust Beneficiary, (ii) an entity
selected by a Trust Beneficiary, provided that transfers to such entity are
deductible for Federal income, gift and estate tax purposes under Sections
170, 2055 and 2522 of the Internal Revenue Code of 1986, as amended, or
(iii) a trust established for the exclusive benefit of one or more of (x)
Trust Beneficiaries, (y) individuals described in clause (i) of this
Section 4.2(b) or (z) entities described in clause (ii) of this Section
4.2(b);
(c) to a trust established to hold Interests on behalf of an employee
benefit plan;
(d) if the Trust Beneficiary is not a natural person, by operation of
law to the surviving entity upon the merger or consolidation of the Trust
Beneficiary into another entity, to the purchaser of substantially all the
assets of the Trust Beneficiary or to the appropriate Persons upon the
dissolution, termination or winding up of the Trust Beneficiary;
(e) by operation of law as a consequence of the bankruptcy or
insolvency of a Trust Beneficiary or the granting of relief to the Trust
Beneficiary under the Federal bankruptcy laws; or
(f) from a trust holding an insurance policy or annuity contract on
behalf of the insured Person under the policy or contract to those Persons
to whom Interests are required to be so transferred pursuant to the terms
of that trust.
Except for a transfer pursuant to Section 4.2(a), no transfer by a Trust
Beneficiary of only a part of its Interests that is otherwise permitted by this
Section 4.2 shall be given effect, however, if it would result in a transferee
owning other than a whole number of Interests. The Custodian shall record on its
records in accordance with customary practices any transfer of Interests by a
Trust Beneficiary to a Person to whom a transfer permitted by this Section 4.2
is made following receipt by the Custodian of a written notice of the transfer,
together with any supporting documentation reasonably required by, and in form
and substance reasonably satisfactory to, the Custodian. All questions regarding
the validity of any transfer shall be determined by the Custodian in good faith.
A transfer shall only become effective when it has been recorded by the
Custodian on its records in accordance with its customary practices.
5. Purchase, Sale and Withdrawal Elections.
5.1 Procedures for Purchase and Sale Elections. Purchase Elections and
Sale Elections shall be subject to the Plan, this Agreement and the Purchase and
Sale Program Procedures.
5.2 Purchase Elections. (a) Subject to certain restrictions in the
Purchase and Sale Program Procedures, beginning on the first trading day
following the 90th day after the Plan Effective Date, and lasting until the
termination of the Trust, each Trust Beneficiary holding a number of Interests
that is less than 1,000 may make a Purchase Election and instruct the
Broker-Dealer Affiliate to arrange for the purchase, in accordance with the
Purchase and Sale Program Procedures, of additional shares of Common Stock to be
deposited in the Trust and allocated to the Trust Beneficiary. The Purchase
Election is subject to the limitation that the Trust Beneficiary may hold, after
the purchase through the Purchase and Sale Program and allocation of an equal
number of Interests to the Trust Beneficiary, no more than 1,000 Interests. Any
Trust Beneficiary making a Purchase Election shall be required to deliver funds
for this purchase in an amount of at least $250 (or such lesser amount as may be
required to purchase, at the closing price of the Common Stock on the trading
day immediately prior to the mailing of such funds, a number of shares that
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would cause it to hold the 1,000 maximum number of Interests described above).
Subject to the limitations on numbers of shares and size of a transaction set
forth herein, there are no other limitations on the number of times a Trust
Beneficiary may make a Purchase Election. Trust Beneficiaries making a Purchase
Election shall not be required to pay any brokerage commissions, mailing
charges, registration fees or other administrative or similar expenses.
(b) Following receipt of a valid Purchase Election notice and adequate
funds from a Trust Beneficiary, the Broker-Dealer Affiliate shall purchase
shares of Common Stock in accordance with the Purchase and Sale Program
Procedures. The shares purchased through the Purchase and Sale Program shall be
delivered by the Broker-Dealer Affiliate to the Trustee, deposited in the Trust
and held by the Trustee subject to all of the terms and conditions of this
Agreement to the same extent as if originally deposited hereunder. The Interests
of any Trust Beneficiary making a Purchase Election shall be increased to
reflect the Purchase Election. As soon as practicable after the deposit in the
Trust pursuant to a Purchase Election, but no later than 4 days following such
deposit, the Custodian shall provide a written statement to the Trust
Beneficiary indicating the number of the Trust Beneficiary's Interests.
5.3 Sale Elections. (a) Subject to certain restrictions in the Purchase
and Sale Program Procedures, including, but not limited to, the limitations set
forth in Section 5.3(c), beginning on the later of (i) the termination of any
stabilization arrangements and trading restrictions in connection with the IPO
or (ii) the closing of all underwriters' over-allotment options that have been
exercised and the expiration of all unexercised options in connection with the
IPO, each Trust Beneficiary may, until the termination of the Trust, make a Sale
Election and instruct the Program Agent to arrange for the withdrawal of Trust
Shares in respect of the Trust Beneficiary's Interests for sale through the
Purchase and Sale Program.
(b) Following the Trustee's receipt of notice from the Program Agent that a
Trust Beneficiary has made a valid Sale Election, the Trustee shall withdraw and
deliver to the Broker-Dealer Affiliate that number of Trust Shares specified in
such notice to be sold by the Broker-Dealer Affiliate through the Purchase and
Sale Program in accordance with the Purchase and Sale Program Procedures.
Proceeds of such sale shall be delivered by the Broker-Dealer Affiliate to the
Custodian, and the Custodian shall distribute those proceeds, net of any
withholding taxes required by law, to the Trust Beneficiary. The Interests of
any Trust Beneficiary making a Sale Election shall be reduced to reflect the
withdrawal and sale of shares of Common Stock pursuant to the Sale Election. As
soon as reasonably practicable after the sale pursuant to a Sale Election, but
no later than 4 trading days following such sale, the Custodian shall provide a
written statement to the Trust Beneficiary indicating the number of such Trust
Beneficiary's Interests following completion of such sale. Trust Beneficiaries
making a Sale Election shall not be required to pay any brokerage commissions,
mailing charges, registration fees or other administrative or similar expenses.
(c) The following limitations will apply to Sale Elections made pursuant to
this Section 5.3:
(i) If a Trust Beneficiary holds 199 or fewer Interests, all of its
Interests must be withdrawn for sale. The Trust Beneficiary will not be
permitted to make partial withdrawals for sale.
(ii) If a Trust Beneficiary holds more than 199 Interests, full or
partial withdrawals for sale may be made. However, partial withdrawals for
sale may only be in 100-share increments (for example, 200 shares may be
withdrawn for sale, but not 250). Following any partial withdrawal for
sale, the Trust Beneficiary must still hold at least 100 Interests. If a
Trust Beneficiary will hold less than 100 Interests after the partial
withdrawal for sale, a full withdrawal for sale must be made.
(iii) For the first 300 days following the Plan Effective Date, a
Trust Beneficiary holding more than 25,000 Interests will be subject to the
volume limitations set forth in the Purchase and Sale Program Procedures.
After the first 300 days, these limitations will no longer apply and
withdrawals for sale may be made as otherwise permitted by these rules.
Subject to the limitations on numbers of shares and size of a transaction set
forth herein, there are no other limitations on the number of times a Trust
Beneficiary may make a sale election.
5.4 Withdrawal Elections. (a) Subject to certain restrictions in the
Purchase and Sale Program Procedures, beginning on the first anniversary of the
Plan Effective Date and lasting until the termination of the Trust, each Trust
Beneficiary may make a Withdrawal Election and instruct the Custodian to arrange
for the Trust Beneficiary to receive in exchange for all, but not less than all,
of its Interests on the date of such election an equal number of Trust Shares.
The Interests of any Trust Beneficiary making a Withdrawal Election shall be
reduced to zero to reflect the Withdrawal Election.
(b) Promptly following receipt of notice of a valid Withdrawal Election
from a Trust Beneficiary, the Custodian shall notify the Trustee and the Holding
Company or the transfer agent for the Common Stock in writing or electronically
of the name of the Trust Beneficiary making a Withdrawal Election and the number
of Trust Shares allocated to the Trust Beneficiary. The Trustee shall withdraw
such number of Trust Shares, and the Trustee, the Custodian and the Holding
Company shall take such further actions as are necessary to complete the
transfer to the
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Trust Beneficiary of such number of Trust Shares and cause the transfer to be
noted in the ledger of the Holding Company. Any Trust Beneficiary making a
Withdrawal Election shall not be required to pay any brokerage commissions,
mailing charges, registration fees or other administrative or similar expenses.
(c) Unless a Trust Beneficiary making a Withdrawal Election shall have
requested to receive a certificate, the shares shall be issued in the name of
such Trust Beneficiary in book entry form as uncertificated shares to the extent
permitted by law. In lieu of fractional shares, there shall be paid to the Trust
Beneficiary with regard to such fraction of shares which would otherwise be
issuable an amount in cash equal to the same fraction of the current market
value of a whole share. The current market value shall be equal to the average
of the high and low prices on the trading day immediately preceding the day a
Withdrawal Election is received from the Trust Beneficiary. The Custodian shall
obtain the funds required to pay such amounts by arranging, through the Program
Agent, for the sale of the fractional shares in the open market or to the
Holding Company. Such Trust Beneficiary shall not be required to pay any
brokerage commissions, mailing charges, registration fees or other
administrative or similar expenses related to the sale of fractional Trust
Shares. Any Trust Shares withdrawn in accordance with this Section 5.4 shall
cease upon withdrawal to be subject to the terms and conditions of this
Agreement.
(d) As soon as reasonably practicable after a transfer pursuant to a
Withdrawal Election, but no later than 10 days following such transfer, the
Custodian shall provide written notice to the Trust Beneficiary that the Trust
Beneficiary shall have ceased to be the owner of any Interests as of the date of
the Withdrawal Election.
5.5 Notices of Purchase, Sale and Withdrawal Elections. Beginning with the
commencement of the Purchase and Sale Program and lasting until the termination
of the Trust, the Custodian shall, at least annually, at the direction, and on
behalf, of the Holding Company provide each Trust Beneficiary with notice, in a
form supplied by the Holding Company, of the right of any Trust Beneficiary to
make a Purchase Election, a Sale Election and a Withdrawal Election. The notice
shall include the number of the Trust Beneficiary's Interests on the date of
notice, instructions on how to obtain additional information and necessary
documents relating to exercise of Purchase Elections, Sale Elections and
Withdrawal Elections, information regarding restrictions on transfer of
Interests and amendments to this Agreement, if any, and such other information
as may be required by applicable law. The notice that will be mailed on
approximately the first anniversary of the Plan Effective Date shall describe
the change in the voting rights of Trust Beneficiaries under the Plan. The
notice shall be mailed to the address of each Trust Beneficiary as it appears on
the records of the Custodian and may be mailed together with any other
communication or mailing provided to the Trust Beneficiaries under this
Agreement or the Plan or required under applicable law. Notice of the Trust
Beneficiaries' right to make such elections shall also be given by the Holding
Company, at its expense, by publication within 30 days after the date of each
periodic notice provided for above, in three newspapers of general circulation,
one in New York County and two in other cities approved by the Superintendent,
and by posting such notice on the Company's internet website for at least three
months commencing on the date of any such periodic notice.
5.6 Stock Splits, etc. The limitations on the number of shares to be
purchased or sold in the Purchase and Sale Program set forth in this Section 5
and the Purchase and Sale Program Procedures shall be ratably adjusted to
reflect any stock split or reclassification of outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock.
5.7 Tender and Exchange Offers. (a) If any Person makes a tender or
exchange offer, including any counteroffer to a tender or exchange offer, for
the Trust Shares, the Custodian shall mail all materials received by the
Trustee, the Custodian or the Holding Company relating to the offer to all Trust
Beneficiaries subject to the offer as of the record date for the offer to the
address of each Trust Beneficiary as it appears on the records of the Custodian,
as soon as reasonably practicable after receiving such materials. The Custodian
shall not be required to mail the materials until the Custodian has received
sufficient quantities of the materials to be mailed to all such Trust
Beneficiaries and payment covering all of its fees and expenses for the mailing
from the Person that has made the tender or exchange offer.
(b) The Custodian shall request instructions from each Trust Beneficiary
subject to the offer as to whether to tender or exchange a number of Trust
Shares equal to the number of Interests held by the Trust Beneficiary in
accordance with the terms of any tender or exchange offer, including any
counteroffer to a tender or exchange offer. Upon receipt of any such
instructions, the Custodian shall deliver to the Trustee a summary of the
instructions received from the Trust Beneficiaries. For each Trust Beneficiary
that elects to tender or exchange a number of Trust Shares, the Trustee shall
withdraw and deliver to the Program Agent that number of Trust Shares in
liquidation of an equal number of that Trust Beneficiary's Interests, together
with instructions regarding the withdrawn Common Stock. The Interests of each
Trust Beneficiary that elected to tender or exchange Trust Shares shall be
reduced to reflect such withdrawal and tender or exchange. The Program Agent
shall follow the instructions of the Trust Beneficiary regarding the withdrawn
Common Stock.
(c) If the withdrawn Common Stock is not tendered or exchanged in
accordance with the terms of the offer or counteroffer, the Program Agent shall
deliver such Common Stock to the Trustee. The Trustee shall deposit such
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Common Stock in the Trust and hold such Common Stock for the benefit of the
Trust Beneficiary subject to all of the terms and conditions of this Agreement.
The Interests of any Trust Beneficiary whose shares were withdrawn following the
election to tender or exchange Trust Shares shall be increased to reflect such
deposit.
(d) A Trust Beneficiary may, by delivering written notice to the Custodian,
revoke any instructions it previously gave in connection with any tender or
exchange offer, including any counteroffer to a tender or exchange offer, and
may elect to tender or exchange Trust Shares in accordance with any other tender
offer or exchange offer to the extent that the Program Agent may withdraw
previously tendered Common Stock under the terms of the offer. Any instructions
or revocations delivered to the Custodian under this Section 5.7 must be given
in writing on a form specified by the Custodian. The instructions shall not be
effective unless they are received by the Custodian at least three business days
prior to the date the related action is required to be taken under the terms of
the tender or exchange offer.
(e) The Custodian shall promptly distribute proceeds received pursuant to
any tender or exchange offer, including any counteroffer to a tender or exchange
offer, to the Trust Beneficiary on behalf of whom Common Stock was tendered or
exchanged, together with a written statement indicating the number of such Trust
Beneficiary's Interests following completion of such tender or exchange offer.
Except in accordance with the instructions received from Trust Beneficiaries as
set forth in this Section 5.7, the Trustee shall not tender any Trust Shares
into a tender or exchange offer.
5.8 Receipt of Trust Shares. If a Trust Beneficiary receives a
distribution of Trust Shares, or Trust Shares are withdrawn pursuant to a
Withdrawal Election, withdrawn and sold pursuant to a Sale Election or withdrawn
pursuant to Section 5.7, 5.11 or 6.3(g), the Trust Beneficiary shall be treated
for purposes of this Agreement and for all relevant tax purposes as having
received the same Trust Shares as were deposited in the Trust for the benefit of
the Trust Beneficiary.
5.9 Program Agent. The Holding Company may appoint a successor Program
Agent or remove any Program Agent, subject to any agreement between the Holding
Company and the Program Agent. The Holding Company shall promptly provide notice
of any such appointment or removal to the Trustee and the Custodian. If any such
appointment or removal is made prior to the first anniversary of the Plan
Effective Date, the Holding Company shall promptly provide notice to the
Superintendent.
5.10 Beneficiary Statements. The statements provided to Trust
Beneficiaries following Purchase Elections and Sale Elections shall be
accompanied by instructions as to how Trust Beneficiaries may notify the
Custodian of any discrepancies or errors with respect to such statements. The
Custodian shall use reasonable efforts to resolve any errors and discrepancies
with each Trust Beneficiary who has notified the Custodian of an error or
discrepancy promptly after the statement has been received. The information
contained in any such statement shall be binding with respect to a Trust
Beneficiary if the Trust Beneficiary has not notified the Custodian of any
errors or discrepancies within one year from the date of mailing of such
statement.
5.11 Offering for Trust Beneficiaries. (a) If the Holding Company
determines at any time to offer to one or more Trust Beneficiaries the
opportunity to include the Trust Shares allocated to the Trust Beneficiary in an
underwritten public offering of the Holding Company's Common Stock, the Trustee
and the Custodian shall take such actions as are necessary to facilitate the
participation of any Trust Beneficiary that elects to participate in the
offering, including the actions contemplated by this Section 5.11.
(b) The Custodian shall mail all materials relating to the offering
received by the Trustee or the Custodian to each Trust Beneficiary eligible to
participate in the offering to the address of that Trust Beneficiary as it
appears on the records of the Custodian, as soon as reasonably practicable after
receiving such materials. The Custodian shall not be required to mail the
materials until the Custodian has received sufficient quantities of the
materials to be mailed to all such Trust Beneficiaries and payment covering all
of its fees and expenses for the mailing from the Holding Company. The Holding
Company shall provide the Custodian with sufficient quantities of these
materials and payment covering such fees and expenses so that they may be mailed
to such Trust Beneficiaries with reasonably sufficient time for them to be
reviewed by the Trust Beneficiaries before action is required to be taken.
(c) The Custodian shall request instructions from each Trust Beneficiary
subject to the offering as to whether the Trust Beneficiary wishes to
participate in the offering in accordance with the terms of the offering. Upon
receipt of any such instructions, the Custodian shall deliver to the Trustee a
summary of the instructions received from the Trust Beneficiaries. For each
Trust Beneficiary that elects to participate in the offering, the Trustee shall
withdraw and deliver to the Holding Company or its designee that number of Trust
Shares in liquidation of an equal number of that Trust Beneficiary's Interests
that are to be included in the offering. The Interests of each Trust Beneficiary
that elected to participate in the offering shall be reduced to reflect such
withdrawal.
(d) Any instructions delivered to the Custodian under this Section 5.11
must be given in writing on a form specified by the Custodian. The instructions
shall not be effective unless they are received by the Custodian at least
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three business days prior to the date the related action is required to be taken
under the terms of the offering, or such other period set forth in procedures
established by the Holding Company and the Custodian for the offering.
6. Powers and Duties of the Trustee.
6.1 Limits on Trustee's Powers. The Trustee shall have only the powers set
forth in this Agreement and the Purchase and Sale Program Procedures. It is
expressly understood and agreed by the parties hereto that under no
circumstances shall the Trustee be personally liable for the payment of any
expenses of this Agreement except as set forth in Section 8.9, or be liable for
the breach or failure of any obligation undertaken by the Trustee under this
Agreement, except as set forth in Section 8.9.
6.2 Execution by Trustee. All documents executed by the Trustee in its
capacity as Trustee shall be executed as follows:
WILMINGTON TRUST COMPANY,
not in its individual capacity, but
solely as Trustee
By:
--------------------------------------
6.3 Voting. (a) The Trustee shall have the exclusive and absolute right in
respect of the Trust Shares to vote, assent or consent the Trust Shares at all
times during the term of the Trust, including, but not limited to, the right to
vote at any election of directors and in favor of or in opposition to any
resolution for any dissolution, liquidation, merger or consolidation of the
Holding Company, any sale of all or substantially all of the Holding Company's
assets, any issuance or authorization of securities, or any action of any
character whatsoever which may be presented at any meeting or require the
consent of stockholders of the Holding Company. The Trustee's exercise of its
right to vote, assent or consent in respect of the Trust Shares shall be
governed by Section 6.3(c).
(b) A matter presented to stockholders of the Holding Company is a
Beneficiary Consent Matter:
(i) At any time, if (A) the matter concerns the election or removal of
directors of the Holding Company, (B) a Contesting Stockholder of the
Holding Company has, in compliance with the provisions of the Holding
Company's By-Laws and applicable law, given timely notice of the
stockholder's proposal to (w) nominate one or more candidates or a slate of
candidates for election as directors of the Holding Company in opposition
to a nominee of the Holding Company's board of directors, (x) oppose one or
more nominees of the Holding Company's board of directors for election of
directors, (y) remove one or more directors of the Holding Company for
cause, or (z) nominate one or more candidates for election as directors of
the Holding Company to fill the vacancy or vacancies resulting from the
removal of one or more directors by the Holding Company's stockholders, (C)
not later than the time it gives the notice, the Contesting Stockholder has
delivered to the Custodian and to the Holding Company a written request
that the Custodian mail the Contesting Stockholder's proxy statement as to
its solicitation of proxies for the matter, together with a voting
instruction card, to all of the Trust Beneficiaries, or to a more limited
group of Trust Beneficiaries designated by the Contesting Stockholder in a
manner that is available or retrievable under the Custodian's security
holder data system, if the group of Trust Beneficiaries taken together hold
Interests representing at least a majority of the Trust Shares as of the
relevant record date, (D) the Contesting Stockholder has tendered to the
Custodian an undertaking reasonably acceptable to the Custodian to deliver
the payment of postage and expenses to effect the mailing of all proxy
materials to be mailed in the initial mailing on behalf of such Contesting
Stockholder as estimated in accordance with Section 6.3(c), together with
the reasonable security required by Section 6.3(e)(i), and an undertaking
reasonably acceptable to the Custodian to deliver a sufficient quantity of
such proxy materials at the time and location designated by the Custodian,
and (E) prior to any mailing of such proxy materials, the Contesting
Stockholder has tendered to the Custodian payment of such postage and
expenses;
(ii) At any time, if the matter concerns (A) the merger or
consolidation of the Holding Company into or with any other Person, the
sale, lease or exchange of all or substantially all of the property or
assets of the Holding Company, or the recapitalization or dissolution of
the Holding Company, in each case which requires a vote of the Holding
Company's stockholders under applicable Delaware law, or (B) any other
transaction that would result in an exchange or conversion of Trust Shares
for cash, securities or other property;
(iii) Prior to the first anniversary of the Plan Effective Date, if
the matter concerns (A)(x) the issuance of Common Stock after the Plan
Effective Date at a price materially less than the then prevailing market
price of the Common Stock, other than through an underwritten offering or
to officers, employees, directors or insurance agents of the Holding
Company or any subsidiary of the Holding Company pursuant to an employee
benefit plan, and (y) a vote of the Holding Company's stockholders with
respect to the issuance is conducted or is required to be conducted under
applicable Delaware law, (B) any matter that requires approval by a vote of
more than a majority
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of the outstanding stock of the Holding Company entitled to vote thereon
under Delaware law or the certificate of incorporation or the by-laws of
the Holding Company, or (C) an amendment of the Certificate of
Incorporation or By-Laws of the Holding Company submitted for approval to
the Holding Company's stockholders; or
(iv) At any time, any proposal requiring the Board of Directors of the
Holding Company to amend or redeem the rights under the Holding Company's
stockholder rights plan, other than a proposal with respect to which the
Holding Company has received advice of nationally-recognized legal counsel
to the effect that the proposal is not a proper subject for stockholder
action under Delaware law.
(c) (i) In the case of a Beneficiary Consent Matter described in Section
6.3(b)(i), promptly after receipt of a Contesting Stockholder's request, the
Holding Company shall inform the Contesting Stockholder of the number of Trust
Beneficiaries to whom solicitation materials must be mailed (in accordance with
any designation by the Contesting Stockholder under Section 6.3(b)(i)(C)) and of
the estimated cost of mailing a proxy statement, instruction card or other
communication to all the Trust Beneficiaries, or to the Trust Beneficiaries so
designated by the Contesting Stockholder, including, to the extent known or
reasonably available, the estimated costs of the Custodian to request
instructions from the Trust Beneficiaries in connection with such matter. In the
case of all Beneficiary Consent Matters, the Custodian shall inform the Holding
Company of the number of Trust Beneficiaries to whom solicitation materials must
be mailed, shall request instructions from the Trust Beneficiaries in accordance
with this Section 6.3 and shall tabulate responses and notify the Trustee in
accordance with Section 6.3(e)(iii). The Trustee shall vote, assent or consent
the Trust Shares in favor of and in opposition to such matter, or abstain from
voting on such matter, in accordance with Section 6.3(f), as applicable. If any
calculation of votes under the preceding sentence would require a fractional
vote, the Trustee shall vote the next lower number of whole shares.
(ii) On all matters other than Beneficiary Consent Matters, the Trustee
shall vote, assent or consent the Trust Shares in favor of and in opposition to
such matter, or abstain from voting on such matter, in accordance with the
recommendation given by the board of directors of the Holding Company to its
stockholders in respect of the matter, or, if no such recommendation is given,
as directed by the board of directors of the Holding Company. With respect to
any such matter other than a Beneficiary Consent Matter for which no such
recommendation is provided to the Holding Company's stockholders, the board of
directors of the Holding Company shall provide voting directions to the Trustee.
The Custodian shall provide notice to the Trust Beneficiaries of the outcome of
any matter described in Section 6.3(b)(iii) that has been approved by the vote
of the Holding Company's stockholders after the one-year period specified in
such Section. This notice may be included with the annual statement mailed to
Trust Beneficiaries pursuant to Section 6.6(a). Such notice shall be posted on
the Company's internet website for at least three months following the
stockholder approval.
(d) Except as provided in Section 6.3(f), the Trustee shall use all
reasonable commercial efforts to ensure, with respect to the Trust Shares, that
the shares are counted as being present for the purpose of any quorum required
for stockholder action of the Holding Company and to vote, assent or consent as
set forth in this Section 6.3 so long as the Trustee has reasonable notice of
the time to vote, assent or consent.
(e) (i) If the Custodian shall have received sufficient copies of any proxy
statement, instruction card, return envelope, mailing envelope or other proxy
materials, together with payment of estimated postage and reasonable expenses to
effect the mailing of such materials and such security as the Custodian may
reasonably request to cover expenses in excess of that estimate, from a
Contesting Stockholder with respect to a Beneficiary Consent Matter as described
in Section 6.3(b)(i), by such time that is sufficient to enable the Custodian to
complete such mailing within the requirements of applicable law and the By-Laws
of the Holding Company, the Custodian shall cause the mailing of the proxy
materials to the Trust Beneficiaries, or a group thereof designated by the
Contesting Stockholder in compliance with the conditions set forth in Section
6.3(b)(i), as soon as reasonably practicable after receiving the materials,
payment and security. None of the Holding Company, the Trustee or the Custodian
shall be responsible for the content of the materials provided by the Contesting
Stockholder. None of the Holding Company, the Company, the Trustee or the
Custodian shall be required to bear the expense of mailing to Trust
Beneficiaries any proxy or other materials received by the Trustee on behalf of
Persons other than the Holding Company.
(ii) If the Custodian shall have received copies of any proxy statement,
instruction card, return envelope, mailing envelope or other proxy materials
from the Holding Company regarding a proposed stockholder vote that involves a
Beneficiary Consent Matter, the Custodian shall cause the mailing of the proxy
materials to the Trust Beneficiaries as soon as reasonably practicable after
receiving the materials. The Holding Company hereby undertakes (i) to advance to
the Custodian payment covering all of the Custodian's fees and expenses for any
such mailing prepared by and distributed on behalf of the Holding Company, and
(ii) that any such materials prepared by the Holding Company will comply with
any applicable provisions of the Securities Exchange Act of 1934, as amended,
including Section 14 and the rules thereunder. Neither the Trustee nor the
Custodian shall be responsible for the content of the materials provided by the
Holding Company.
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(iii) All materials sent to Trust Beneficiaries pursuant to this Section
6.3 shall direct the Trust Beneficiaries to return the voting instructions to
the Custodian. The Custodian shall tabulate the responses and provide the
results of such request for voting instructions to the Trustee in advance of any
scheduled meeting of stockholders at which a Beneficiary Consent Matter is to be
acted upon. If the Custodian shall have received more than one instruction from
a Trust Beneficiary, the last valid instruction received shall control.
(f) With respect to any stockholder vote of the Holding Company that
involves a Beneficiary Consent Matter described in Section 6.3(b)(i), (ii) or
(iv) or, prior to the first anniversary of the Plan Effective Date, Section
6.3(b)(iii), the Trustee shall vote, assent or consent all Trust Shares,
including for purposes of determining a quorum, in favor of, in opposition to or
abstain from the matter in the same ratio as the Interests of the Trust
Beneficiaries who returned voting instructions to the Trustee indicated
preferences for voting in favor of, in opposition to or abstaining from such
matter. If any such calculation of votes would require a fractional vote, the
Trustee shall vote the next lower number of whole shares.
(g) If the proxy statement and other materials received by the Custodian in
respect of a Beneficiary Consent Matter include an election to be made by
stockholders of the Holding Company concerning the form of consideration to be
received in the transaction, then the Custodian shall request instructions from
the Trust Beneficiaries in accordance with Section 6.3(e). If any Trust
Beneficiary elects to receive consideration other than common stock to be issued
in exchange for Common Stock, the Trustee shall withdraw and deliver to the
Program Agent that number of Trust Shares equal to the number of such Trust
Beneficiary's Interests in liquidation thereof, and the Program Agent shall make
the election for each Trust Beneficiary that has provided an instruction in
accordance with those instructions. If such withdrawn Common Stock is not
exchanged for other property pursuant to such transaction or, despite such Trust
Beneficiary's election, is exchanged for common stock, the Program Agent shall
return such shares of Common Stock (or deliver any shares of common stock
received in the transaction) to the Trustee, and those shares shall be deposited
in the Trust and held by the Trustee subject to all of the terms and conditions
of this Agreement. The Trustee shall use its reasonable efforts to exercise any
appraisal rights provided under Delaware law in respect of any such transaction
with respect to those Trust Shares for which the Custodian has received timely
notice; provided that, if the Holding Company determines, based on the advice of
nationally-recognized independent legal counsel, that the appraisal rights of
another jurisdiction are applicable, the Holding Company shall so advise the
Trustee and the Trustee shall exercise those appraisal rights.
(h) Only Trust Beneficiaries listed as such on the Custodian's records on
the record date for a proposed stockholder vote shall be entitled to direct the
Trustee as provided in this Section 6.3. When Interests are held jointly by
several Persons, any one of them may direct the Trustee as provided in this
Section 6.3, but if more than one of them shall do so, the last direction
received shall control.
(i) The Trustee may vote, assent or consent with respect to all Trust
Shares in person or by such person or persons as it may from time to time select
as its proxy, provided that the Trustee shall vote at all times in conformity
with the provisions of this Section 6.3.
(j) For so long as the independent fiduciary described in Section 7.4 of
the Plan is representing any employee benefit plan (i) maintained by the Company
or any other corporation in which the Company, directly or indirectly, holds a
majority of the shares entitled to vote in the election of directors and (ii)
subject to the Employee Retirement Income Security Act of 1974, as amended, the
Trustee shall, in the event of a Beneficiary Consent Matter, vote, assent or
consent any Trust Shares owned by such employee benefit plan as directed by the
independent fiduciary.
(k) The Holding Company shall direct the Custodian to provide notice, and
the Custodian shall promptly provide notice, to the Trust Beneficiaries of any
amendment to this Agreement.
6.4 Sales. The Trustee shall have no authority to sell or otherwise
dispose of, or to pledge, encumber or hypothecate, any of the Trust Shares,
except as provided in this Agreement.
6.5 Tax Returns and Reports. The Trustee shall prepare and file or cause
to be prepared and filed, at the Holding Company's expense, all United States
federal, state and local tax returns required to be filed by or in respect of
the Trust. In this regard, the Trustee shall (a) prepare and file (or cause to
be prepared and filed) the appropriate Internal Revenue Service form, if any,
required to be filed in respect of the Trust in each taxable year of the Trust
and (b) prepare and furnish (or cause to be prepared and furnished) to the
Custodian such information as may be required to enable the Custodian to comply
with any applicable United States federal, state and local income tax reporting
requirements in respect of each Trust Beneficiary's allocable share of the
Trust's items of income, gain, loss or deduction. Based on the foregoing
information, the Custodian shall prepare, file and mail all information reports
required under United States federal, state and local tax law in respect of the
Trust Beneficiaries. The Trustee and the Custodian, as the case may be, shall
provide the Holding Company with a copy of all such returns and reports promptly
after such filing or furnishing. The Custodian shall comply with applicable
United States federal, state and
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local withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Trust Beneficiaries under this
Agreement.
6.6 Reporting and Other Informational Requirements. (a) The Trustee shall
prepare and deliver to the Custodian an annual statement regarding the status of
the Trust Shares and any dividends and distributions, in the aggregate, it has
received on the Trust Shares, as well as any interest thereon from investments
made pursuant to Section 7.2. Based upon that report, the Custodian shall
promptly prepare and mail an annual statement to each Trust Beneficiary
regarding the status of such Trust Beneficiary's Interests and any dividends and
distributions received by the Trustee with respect to such Interests, and any
such interest. Those statements shall include such other information as may be
directed by the Holding Company and may be mailed in conjunction with the annual
notice of Purchase, Sale and Withdrawal Elections pursuant to Section 5.5 or any
other mailing to the Trust Beneficiaries provided in this Agreement or the Plan.
(b) The Custodian's statement specified in Section 6.6(a) shall be
accompanied by instructions as to how Trust Beneficiaries may notify the
Custodian of any discrepancies or errors with respect to such statement. The
Custodian shall supply the Trustee with any such notice received from a Trust
Beneficiary. The Trustee and the Custodian shall use reasonable efforts to
resolve any errors and discrepancies with each Trust Beneficiary who has
delivered a notice as soon as reasonably practicable after the notice has been
received. The information contained in such statement shall be binding with
respect to any Trust Beneficiary if the Trust Beneficiary has not notified the
Custodian of any errors or discrepancies within one year from the date of
mailing of such statement pursuant to such instructions.
(c) The Custodian shall establish a toll-free telephone number for calls
originating in the United States or other similar means of communication through
which any Trust Beneficiary may obtain the status of its Interests and any
dividends and distributions during normal business hours. The Custodian shall
also establish an automated telephone response system, internet website or other
means of communication through which any Trust Beneficiary may obtain the status
of its Interests at any time, subject to processing cycles and system
maintenance. The annual statement mailed to the Trust Beneficiaries under
Section 6.6(a) shall include instructions about how a Trust Beneficiary may
inquire about such status.
(d) The Trustee shall supply the Custodian with all notices received from
the Company, the Holding Company or any Trust Beneficiary with respect to the
Trust Shares and, upon the written request of the Custodian, any other
information which the Trustee has in its possession that is relevant to the
duties of the Custodian hereunder.
6.7 Mailings of Proxy and Other Materials. Nothing in this Agreement shall
be interpreted as authorizing or requiring the Trustee or the Custodian to mail
to the Trust Beneficiaries any proxy materials or annual reports of the Holding
Company except for mailings by the Custodian in connection with a Beneficiary
Consent Matter pursuant to Section 6.3 or tender or exchange offer or
counteroffer pursuant to Section 5.7, mailings by the Custodian of an annual
statement pursuant to Section 6.6, or as otherwise directed by the Holding
Company.
6.8 Registration under the Exchange Act. The Holding Company shall cause
the Trustee to register, and the Trustee shall register, the Interests under the
Exchange Act, and shall prepare and file, or cause to be prepared and filed, all
periodic and other reports and other documents pursuant to the foregoing. Such
reports shall be signed by the Trustee and shall include financial statements of
the Trust prepared by the Holding Company. The financial statements included in
the Trust's Annual Report on Form 10-K shall be audited by an accounting firm
designated by the Holding Company. The Holding Company shall provide such
reasonable assistance as is requested by the Trustee in performing its
obligations under this Section 6.8. The Trustee shall provide copies of such
reports to any Trust Beneficiary at such Trust Beneficiary's request and shall
be reimbursed therefor by the Holding Company.
7. Dividends and Distributions; Receipt of Other Property.
7.1 Dividends and Distributions. The Trustee shall hold, as provided in
Sections 7.2, 7.3 and 7.4, all distributions or dividends received upon the
Trust Shares and all interest earned on such dividends until the date that the
Trustee is required under this Agreement to distribute such distributions,
dividends and interest to the Custodian, which shall distribute such
distributions, dividends and interest to the Trust Beneficiaries in accordance
with this Section 7.
7.2 Cash. If at any time during the term of the Trust, the Trustee shall
receive cash dividends upon any Trust Shares, the Trustee shall distribute the
same, together with interest, if any, earned on such cash dividends by the Trust
to the Custodian, which shall promptly distribute such amounts to each Trust
Beneficiary pro rata in accordance with the Trust Beneficiary's Interests on the
Holding Company's record date for the payment of the dividend (irrespective of
whether the Trust Beneficiary holds any Interests on the Trust's distribution
date). Distributions of all regular cash dividends, if any, received by the
Trust during any six-month period ending June 30 or December 31 in any calendar
year (together with any interest earned thereon) shall be made on the following
July 31 or January 31, respectively (or, if such day is not a business day, on
the first business day thereafter). Notwithstanding the foregoing, the Holding
Company shall set a payment date for such dividends so that they are distributed
by the Custodian to Trust Beneficiaries within 90 days after their receipt by
the Trustee. Distributions of all other cash dividends shall be made by the
Custodian to the Trust Beneficiaries on the first business day following the
30th day
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after receipt thereof by the Trust. Cash dividend distributions shall be made by
the Custodian to each Trust Beneficiary (or such other Person as a Trust
Beneficiary may designate in writing delivered to the Custodian) by check mailed
to such Trust Beneficiary or other Person. Alternatively, the Trustee may
arrange with the Holding Company for the direct payment by the Holding Company
of cash dividends to the Trust Beneficiaries at the same time as the payment of
dividends to the Holding Company's stockholders. Pending distribution to the
Custodian, cash dividends (unless distributed directly by the Holding Company to
the Trust Beneficiaries) shall be invested by the Trustee in short-term
obligations of or guaranteed by the United States, or any agency or
instrumentality thereof, and in certificates of deposit of any bank or trust
company having, at the time of the investment, a combined capital and surplus
not less than $500,000,000. Any such obligations or certificates of deposit
shall mature prior to the next distribution date and shall be held by the
Trustee until maturity. The Custodian shall make all calculations of interest on
cash dividends required to be paid to Trust Beneficiaries hereunder.
7.3 Stock. If at any time during the term of the Trust, the Trustee shall
receive, as a dividend or other distribution upon any Trust Shares, any shares
of Common Stock, the Trustee shall hold the Common Stock, which shall be subject
to all of the terms and conditions of this Agreement to the same extent as if
originally deposited hereunder. Stock dividends shall be allocated to each Trust
Beneficiary pro rata in accordance with the Trust Beneficiary's Interests on the
record date for the payment of the dividend. The Custodian shall promptly
increase the number of each Trust Beneficiary's Interests on its records and
promptly provide written notice to each Trust Beneficiary of its increase in
Interests.
7.4 Other Property. Subject to Sections 5.7 and 6.3(g), if at any time
during the term of the Trust the Trustee shall receive or collect any monies
through a distribution by the Holding Company to its stockholders, other than in
payment of cash dividends, or shall receive any other property in respect of the
Trust Shares, other than shares of Common Stock, through a distribution by the
Holding Company to its stockholders, the Trustee shall distribute the same to
the Custodian, which shall distribute the same to each Trust Beneficiary pro
rata in accordance with such Trust Beneficiary's Interests on the record date
for the payment of the dividend within 60 days of receipt of such distribution
of monies or property by the Trustee. However, (a) if the property is common
stock issued in exchange for the Common Stock in connection with the merger,
consolidation or recapitalization of the Holding Company, the common stock shall
be held by the Trustee as Trust Shares, and (b) rights issued in connection with
any Trust Shares in connection with any stockholder rights plan adopted by the
Holding Company shall be held by the Trust until the Trust Shares to which they
relate are withdrawn as contemplated by this Agreement, at which time such
rights shall be withdrawn and distributed together with such Trust Shares. The
Custodian shall provide notice of receipt of such property to the Trust
Beneficiaries promptly after such receipt.
7.5 Stock Splits, etc. Promptly upon any stock split or reclassification
of the Common Stock, the Custodian shall adjust the Interests of the Trust
Beneficiaries as necessary, so that the number of Interests held by each Trust
Beneficiary equals the number of Trust Shares allocated to such Trust
Beneficiary. The Custodian shall provide notice of any stock split or
reclassification of outstanding shares within 60 days after the stock split or
reclassification.
7.6 Distribution of Trust Shares in Certain Circumstances. If the board of
directors of the Holding Company shall determine, based on the advice of legal
counsel, that there is, at any time, a material risk that the assets of the
Trust may be characterized as "plan assets" under United States Department of
Labor Reg. sec. 2510.3-101, as amended, (or any successor provision to such
Section) the board of directors of the Holding Company may direct, in writing,
the Trustee to distribute to the Custodian, for distribution to one or more
Trust Beneficiaries a number of Trust Shares, not to exceed the total number of
such Trust Beneficiaries' Interests, as the board of directors of the Holding
Company may determine to be necessary or appropriate to ensure that the assets
of the Trust will not be so characterized as "plan assets".
8. The Trustee.
8.1 Qualifications of Trustee. There shall at all times be a Trustee
hereunder with respect to the Trust. The Trustee shall be an institution duly
authorized to act as such a trustee in the State of Delaware that has and
maintains a combined capital and surplus of at least $150,000,000. The combined
capital and surplus of this Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition published. If at
any time the Trustee shall cease to be eligible in accordance with this Section
8.1, it shall resign immediately in the manner and with the effect specified in
this Agreement.
8.2 Expenses. The Holding Company shall reimburse the Trustee for all
reasonable out-of-pocket expenses incurred by the Trustee in performance of its
duties under this Agreement, including, but not limited to, taxes, fees,
commissions and other expenses relating to (i) the issuance of the Trust Shares
to the Trust, (ii) the mailing of notices, forms of election and information to
the Custodian, (iii) the mailing to the Custodian of proxy and other materials
received from the Holding Company in respect of any Beneficiary Consent Matter,
(iv) the making of dividend and other distribution payments to the Custodian,
(v) all filings of United States federal, state and local tax returns required
to be filed by the Trust, and (vi) all other expenses as the Trustee may deem
reasonably necessary and proper for administering the Trust and this Agreement
(including customary and reasonable fees of legal
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counsel). However, the Holding Company shall not be required to reimburse the
Trust or the Trustee for the expense of mailing to the Custodian any proxy and
other materials received by the Trustee from Persons other than the Holding
Company, including mailings with respect to any Beneficiary Consent Matter.
8.3 Compensation. The Trustee shall be entitled to a reasonable fee and
expenses for its services as Trustee hereunder as provided in a separate fee
agreement among the Trustee, the Company and the Holding Company.
8.4 Resignation and Removal of Trustee; Appointment of Successor
Trustee. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Section 8 shall become effective until the
acceptance of appointment by a successor Trustee in accordance with the
applicable requirements of Section 8.5.
(b) Subject to Section 8.4(a), the Trustee may resign at any time by giving
30 days' advance written notice to the Holding Company, with a copy to the
Custodian. If the instrument of acceptance by the successor Trustee required by
Section 8.5 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the Trustee may petition, at the
expense of the Trust, any court of competent jurisdiction for the appointment of
a successor Trustee.
(c) The Trustee may, in addition, be removed on 30 days' prior written
notice at any time by the Holding Company upon notice to the Trustee, with a
copy to the Custodian, provided that the Holding Company shall promptly
thereafter appoint a successor Trustee pursuant to Section 8.4(d).
(d) If the Trustee shall resign or be removed, the Holding Company shall
promptly appoint a successor Trustee, and the retiring Trustee shall comply with
the applicable requirements of this Section 8. If no successor Trustee shall
have been so appointed by the Holding Company and accepted appointment in the
manner required by Section 8.5, any Trust Beneficiary may, on its own behalf and
on behalf of all others similarly situated, petition any court of competent
jurisdiction of the State of Delaware for the appointment of a successor
Trustee.
8.5 Acceptance of Appointment by Successor. (a) In case of the appointment
hereunder of a successor Trustee, the successor Trustee so appointed shall
execute, acknowledge and deliver to each of the Trust, the retiring Trustee, the
Company, the Holding Company and the Custodian an instrument accepting such
appointment and agreeing to serve as successor Trustee in accordance with the
terms and conditions of this Agreement, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee. On the request of the
Holding Company or the successor Trustee, the retiring Trustee shall, upon
payment of its charges, execute and deliver any and all instruments transferring
to such successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee and all property and money held by the retiring Trustee under
this Agreement.
(b) Upon request of any such successor Trustee, the retiring Trustee shall
execute and deliver any and all instruments for more fully and certainly vesting
in and confirming to such successor Trustee all such rights, powers, trusts and
duties under this Agreement.
(c) No institution shall be appointed as successor Trustee unless at the
time of its appointment such institution shall be qualified and eligible under
Section 8.1 and this Section 8.5. Until the first anniversary of the Plan
Effective Date, the appointment of any successor Trustee shall be subject to the
approval of the Superintendent.
(d) The Holding Company shall provide notice to the Custodian of any
appointment of a successor Trustee pursuant to this Section 8 as soon as
reasonably practicable after such appointment. Notice of such appointment shall
also be contained in the annual statement mailed to Trust Beneficiaries pursuant
to Section 6.6.
8.6 Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated and any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under Sections 8.1 and
8.5, without the execution or filing of any paper or any further act on the part
of any of the parties to this Agreement.
8.7 Collection of Claims by Trust. (a) In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization,
rehabilitation, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Company, the Holding Company or any other Person that
affects Trust Shares or any other property of the Trust, the Trustee,
irrespective of whether any dividends or distributions on the Trust Shares shall
then be due and payable by declaration or otherwise, shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:
(i) to file and prove a claim for the whole amount of any assets of
the Trust, including, but not limited to, any dividends or distributions
owing and unpaid in respect of the Trust Shares, and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee, including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and
counsel, and of the Trust Beneficiaries, allowed in the judicial
proceeding, and
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(ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator,
rehabilitator or other similar official in any such judicial proceeding is
hereby authorized by each Trust Beneficiary to make such payments to the Trustee
and, in the event the Trustee shall consent to the making of such payments
directly to the Trust Beneficiaries, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee.
(b) Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Trust Beneficiary
any plan of reorganization, rehabilitation, arrangement, adjustment or
composition affecting the Trust Shares or the rights of any Trust Beneficiary or
to authorize the Trustee to vote in respect of the claim of any Trust
Beneficiary in any such proceeding.
8.8 Interests of the Trustee. The Trustee and any firm, corporation, trust
or association of which it may be a member, trustee, stockholder, agent or
affiliate may contract with the Holding Company or any affiliate and may be or
become pecuniarily interested in any matter to which the Holding Company or any
affiliate may be a party or in which it may have an interest, as fully and
freely as though the Trustee were not the trustee hereunder.
8.9 Liability of the Trustee. (a) The Trustee shall not be liable for any
act or omission undertaken in connection with its powers and duties under this
Agreement, except for any willful misconduct or gross negligence by the Trustee.
No Trustee shall be liable for actions or omissions of its predecessor Trustee
or any successor Trustee. The Trustee shall not be liable in acting on any
notice, request, consent, certificate, instruction, or other paper or document
or signature reasonably believed to be genuine and to have been signed by the
proper party. The Trustee shall not be liable for any act or omission undertaken
by the Custodian or any Program Agent in connection with this Agreement. The
Trustee may consult with legal counsel, chosen with reasonable care, and any act
or omission undertaken in good faith in accordance with the opinion of such
legal counsel shall not result in any liability of the Trustee.
(b) The Holding Company will indemnify and hold harmless each Indemnified
Party, without duplication, from and against any and all claims, damages,
losses, liability, obligations, actions, suits, costs, disbursements and
expenses (including, but not limited to, reasonable fees and expenses of
counsel) incurred by any Indemnified Party, in any way relating to or arising
out of or in connection with or by reason of any investigation, litigation or
proceeding arising out of this Agreement, the Trust Shares, the administration
of this Agreement or the action or inaction of the Trustee or the Custodian
hereunder, except to the extent such claim, damage, loss, liability, obligation,
action, suit, cost, disbursement or expense results from such Indemnified
Party's gross negligence or willful misconduct. The indemnity set forth in this
Section 8.9 shall be in addition to any other obligation or liabilities of the
Holding Company hereunder or at common law or otherwise and shall survive the
termination of this Agreement.
(c) Notwithstanding anything contained herein to the contrary, the Trustee
shall not be required to take any action in any jurisdiction other than in the
State of Delaware if the taking of such action will (i) in its own capacity and
not as Trustee, require the consent or approval or authorization or order of or
the giving of notice to, or the registration with or the taking of any action in
respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware; (ii) in its own capacity and not
as Trustee, result in any fee, tax or other governmental charge becoming payable
by the Trustee under the laws of any jurisdiction or any political subdivision
thereof other than the State of Delaware; or (iii) subject the Trustee to
personal jurisdiction in any jurisdiction other than the State of Delaware for
causes of action arising from acts unrelated to the consummation of the
transactions by the Trustee contemplated hereby.
8.10 Appointment of Separate or Co-Trustee. The Trustee, upon the approval
of the Holding Company, may and, upon the request of the Holding Company, shall,
by an instrument in writing delivered to the Holding Company, appoint a bank or
trust company or an individual to act as separate trustee or co-trustee with
respect to the Interests and the Trust Shares (a) in a jurisdiction where the
Trustee is disqualified from acting or (b) where taking such action would
reasonably result in any of the consequences set forth in Section 8.9(c)
(whether in the Trustee's individual capacity or as Trustee), such separate
trustee or co-trustee to exercise only such rights and to have only such duties
as shall be specified in the instrument of appointment. The Holding Company will
pay the reasonable compensation and expenses of any separate trustee or
co-trustee and, if requested by the Trustee or such separate trustee or
co-trustee, the Holding Company will enter into an amendment to this Agreement,
satisfactory in form and substance to the Trustee, such separate trustee or
co-trustee and the Holding Company confirming the rights and duties of such
separate trustee or co-trustee. Any separate trustee or co-trustee appointed
under this Section 8.10 shall satisfy the financial criteria set forth in
Section 8.1. Prior to the first anniversary of the Plan Effective Date, the
appointment of any separate trustee or co-trustee under this Section 8.10 shall
be subject to the approval of the Superintendent.
9. The Custodian.
9.1 Initial Custodian. The Custodian shall initially be ChaseMellon.
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9.2 Resignation and Removal of Custodian; Appointment of Successor
Custodian. (a) No resignation or removal of the Custodian and no appointment of
a successor Custodian pursuant to this Section 9 shall become effective until
the acceptance of appointment by the successor Custodian in accordance with the
applicable requirements of Section 9.3.
(b) Subject to the immediately preceding paragraph, the Custodian shall be
automatically removed upon the termination of the Trust Record Keeping Services
Agreement. If the Trust Record Keeping Services Agreement is being terminated by
the Custodian in accordance with the terms thereof, then the Custodian shall
give notice of such termination to the Trustee and such notice shall constitute
notice of resignation by the Custodian under this Agreement. If the instrument
of acceptance by the successor Custodian required by Section 9.3 shall not have
been delivered to the Custodian within 30 days after the giving of the notice of
resignation, the Custodian may petition, at the expense of the Trust, any court
of competent jurisdiction of the State of Delaware for the appointment of a
successor Custodian.
(c) The Custodian may, subject to any provision set forth in the Trust
Record Keeping Services Agreement, be removed at any time by the Trustee, with
the prior written consent of the Holding Company, if the Trustee determines that
the Custodian shall have failed to perform its obligations under this Agreement
in any material respect.
(d) If the Custodian shall resign or be removed, the Trustee shall promptly
appoint a successor Custodian acceptable in writing to the Holding Company, and
the retiring Custodian shall comply with the applicable requirements of this
Section 9. If no successor Custodian shall have been so appointed by the Trustee
and shall have accepted the appointment in the manner required by Section 9.3,
any Trust Beneficiary may, on its own behalf and on behalf of all others
similarly situated, petition any court of competent jurisdiction of the State of
Delaware for the appointment of a successor Custodian.
(e) Until the first anniversary of the Plan Effective Date, the appointment
of any successor Custodian shall be subject to the approval of the
Superintendent. Notice of the appointment of any successor Custodian shall be
contained in the annual statement mailed to Trust Beneficiaries pursuant to
Section 6.6.
9.3 Acceptance of Appointment by Successor. (a) In case of the appointment
hereunder of a successor Custodian, the successor Custodian so appointed shall
execute, acknowledge and deliver to the Trust, Trustee, the Company, the Holding
Company and the retiring Custodian an instrument accepting such appointment and
agreement to serve as successor Custodian in accordance with the terms of this
Agreement, and the resignation or removal of the retiring Custodian shall then
become effective and the successor Custodian, without any further act, deed or
conveyance, shall become vested with all the rights, powers and duties of the
retiring Custodian with respect to the Trust.
(b) In case of the appointment hereunder of a successor Custodian, the
retiring Custodian shall execute and deliver any and all instruments which shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Custodian all the rights, powers and
duties of the retiring Custodian with respect to the Trust.
(c) Upon request of any successor Custodian, the Trust and the Trustee
shall execute any and all instruments for more fully and certainly vesting in
and confirming to the successor Custodian all such rights, powers and duties of
the retiring Custodian with respect to the Trust.
9.4 Transfer of Material. Provisions for the transfer of software, data,
books, records, files, memoranda, reports, programs, and other documentation
used by the Custodian in the performance of its duties hereunder to the
successor Custodian shall be set forth in the Trust Record Keeping Services
Agreement.
9.5 Compensation; Expenses. The Custodian shall be entitled to fees and
expenses for its services as Custodian hereunder as provided in the Trust Record
Keeping Services Agreement. The Holding Company shall reimburse the Custodian
for all reasonable out-of-pocket expenses incurred by the Custodian in
performance of its duties under this Agreement, including, but not limited to,
taxes, fees, commissions and other expenses relating to (i) the mailing of
notices, forms of election and information to Trust Beneficiaries, (ii) the
mailing to Trust Beneficiaries of proxy and other materials received from the
Trustee in respect of any Beneficiary Consent Matter, (iii) the making of
dividend and other distribution payments to the Trust Beneficiaries, and (iv)
all filings of United States federal, state and local tax and information
returns and reports required to be filed in respect of the Trust Beneficiaries.
The Holding Company shall advance the estimated cost of postage respecting the
mailing to Trust Beneficiaries on the business day immediately prior to the
mailing date, upon the reasonable advance notice from the Custodian. The Holding
Company shall not be required to reimburse the Custodian for the expense of
mailing to Trust Beneficiaries any proxy or other materials received by the
Custodian on behalf of Persons other than the Holding Company, including
mailings with respect to any Beneficiary Consent Matter.
9.6 Duties. The duties of the Custodian shall include, but not be limited
to:
(a) tabulating and transferring any instructions of the Trust
Beneficiaries that are required under this Agreement;
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(b) in case of dividends and distributions transferred to the
Custodian in accordance with Sections 7.1, 7.2 and 7.4, the distribution of
such dividends and distributions to the Trust Beneficiaries in accordance
with this Agreement;
(c) maintaining the records relating to the Trust Beneficiaries
required under this Agreement, including records of names, addresses and
numbers of Interests held, and updating such records from time to time as
necessary;
(d) performing the services set forth in the Trust Record Keeping
Services Agreement in accordance with the standards set forth therein,
provided that, notwithstanding anything that may be contained in the Trust
Record Keeping Services Agreement to the contrary, the Custodian shall
perform its duties hereunder in accordance with the customary industry
standards for the performance of such services, and further provided that
the performance standards currently set forth in the Trust Record Keeping
Services Agreement shall be deemed to equal or exceed such customary
industry standards for custodial services;
(e) providing notices and all other communications required by this
Agreement; and
(f) all other duties and undertakings of the Custodian expressly set
forth in this Agreement.
The Holding Company and the Custodian may have agreed on such provisions
relating to the indemnification and exculpation of the Custodian as are set
forth in the Trust Record Keeping Services Agreement.
10. Grantor Trust. The parties hereto intend that this Trust be classified as a
"grantor trust" for United States federal income tax purposes under Subpart E of
Subchapter J of the Internal Revenue Code of 1986, as amended, pursuant to which
the Trust Beneficiaries shall be the owners of the Trust for United States
federal income tax purposes, and the Trust Beneficiaries will include directly
in their gross income any income, gain, deduction or loss of the Trust as if the
Trust did not exist. By the acceptance of the Trust, none of the Trustee, the
Custodian, the Holding Company or the Trust Beneficiaries shall take any
position for United States federal income tax purposes which is contrary to the
classification of the Trust as a grantor trust.
11. Effective Date and Termination.
11.1 Effective Date. This Agreement shall become effective as of the date
hereof. After the latest of (a) June 30, 2001, (b) the first anniversary of the
date the Plan is approved by the Superintendent pursuant to Section 7312(j) of
the New York Insurance Law, or (c) if, in accordance with Section 5.2(b) of the
Plan the one-year period is extended with the consent of the Superintendent, the
end of such subsequent period, this Agreement may be terminated by written
notice of any of the Holding Company, MetLife, the Trustee or the Custodian to
each of the others if the Plan Effective Date has not occurred on or prior to
the date of such notice.
11.2 Termination upon Distribution of Trust Shares. Unless earlier
terminated pursuant to Section 11.3, the Trust shall be terminated on the first
to occur (each, a "Termination Event") of (a) the 90th day after the date on
which the Trustee shall have received notice from the Holding Company that the
number of Trust Shares held by the Trust is equal to 10% or less of the number
of issued and outstanding shares of Common Stock of the Holding Company, (b) the
date on which the last Trust Share shall have been withdrawn, distributed or
exchanged and (c) a termination pursuant to Section 11.7 .
11.3 Early Termination. The Trust shall be terminated upon the first to
occur of any of the following (each, an "Early Termination Event"):
(a) the 90th day after the date on which the Trustee receives written
notice from the Holding Company, given in the Holding Company's discretion
at any time, that the number of Trust Shares is 25% or less of the number
of issued and outstanding shares of Common Stock;
(b) the date on which the Trustee receives written notice from the
Holding Company that the board of directors of the Holding Company has
determined, as a result of any amendment of, or change (including any
announced prospective change) in the laws (or any regulations thereunder)
of the United States or any State, Commonwealth or other political
subdivision or authority thereof or therein, or any official administrative
pronouncement or judicial decision interpreting or applying such law or
regulation, or any changes in the facts or circumstances relating to the
Trust, that maintaining the Trust is or is reasonably expected to become
burdensome to the Holding Company or the Trust Beneficiaries;
(c) the date on which any rights issued under a stockholder rights
plan adopted by the Holding Company and held by the Trust pursuant to
Section 7.4 become separately tradeable from the Trust Shares to which they
relate; or
(d) the date on which there is an entry of a final order for
termination or dissolution of the Trust or similar relief by a court of
competent jurisdiction.
11.4 Actions of Trustee upon a Termination Event or an Early Termination
Event. Upon a Termination Event or Early Termination Event, the Trustee and the
Custodian shall take such actions as may be necessary to wind up the
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Trust and distribute its assets to the Trust Beneficiaries pro rata in
accordance with their respective Interests, including, but not limited to,
arranging for the transfer to each Trust Beneficiary of a number of Trust Shares
equal to the Trust Beneficiary's Interests either in book entry form as
uncertificated shares or as otherwise directed by such Trust Beneficiary and
distributing all distributions and dividends and interest earned thereon to the
Trust Beneficiaries, pro rata in accordance with their Interests. In lieu of
fractional shares, there shall be paid to the Trust Beneficiary with regard to
such fraction of shares which would otherwise be issuable an amount in cash
equal to the same fraction of the current market value of a whole share. The
current market value of a whole share shall be the aggregate proceeds of the
sales of fractional shares divided by the number of shares sold. The Custodian
shall obtain the funds required to pay such amounts by arranging, through the
Program Agent, for the sale of fractional shares in the open market or to the
Holding Company. At the time the Trust Shares are distributed to Trust
Beneficiaries the Custodian shall give notice to the Trust Beneficiaries,
provided by the Holding Company, of their options for holding or disposing of
the Trust Shares distributed to them. Any assets of the Trust that the Trustee
and the Custodian are unable to distribute to the Trust Beneficiaries in
accordance with this Section 11.4 shall be paid to the Holding Company and held
on behalf of the Trust Beneficiaries in accordance with applicable law.
11.5 Holding Company's Right to Purchase Shares. (a) Concurrently with the
winding up of the Trust in accordance with this Section 11, the Holding Company
may, in its sole discretion, offer to purchase all or a portion of the Trust
Shares from the Trust at the Market Value of such Trust Shares as of the date of
such offer. If the Holding Company offers to purchase Trust Shares in accordance
with this Section 11.5, notice of such offer shall be distributed to the Trust
Beneficiaries prior to the distribution of the assets of the Trust in accordance
with Section 11.4, and the Trust Beneficiaries who elect to have the Trust
accept such offer with respect to their Interests may receive cash for all or
part of their Interests, in accordance with the terms of such offer.
(b) For purposes hereof, (i) "Market Value" of the Trust Shares shall mean,
as of any date, the average of the Closing Prices for a share of Common Stock
for the twenty consecutive Trading Days (as defined below) ending on the third
calendar day immediately prior to such date, (ii) "Closing Price" shall mean,
for any Trading Day, the last reported sales price, regular way, per share of
Common Stock or, in case no such reported sale takes place on such day, the
average of the reported closing bid and asked prices, regular way, per share of
common stock, in either case as reported on the New York Stock Exchange
Composite Transactions Tape or, if the Common Stock is not then listed or
admitted to trading on such exchange, on the principal national securities
exchange on which the Common Stock is then listed or admitted to trading or, if
the Common Stock is not then listed or admitted to trading on any national
securities exchange, as quoted through The Nasdaq Stock Market, Inc. or, if the
Common Stock is not then listed or admitted to trading on any national
securities exchange or quoted through The Nasdaq Stock Market, Inc., the average
of the closing bid and asked prices per share of common stock in the
over-the-counter market as furnished by any New York Stock Exchange member firm
that makes a market in the Common Stock selected from time to time by the
Holding Company for that purpose, and (iii) "Trading Day" shall mean any day the
principal national securities exchange on which the Common Stock is then listed
or admitted to trading is lawfully open for business, or if the Common Stock is
not then listed or admitted to trading, any day, other than a Saturday or
Sunday, on which banks in The City of New York are lawfully open for business.
11.6 Termination. The respective obligations and responsibilities of the
Company, the Holding Company, the Trustee and the Custodian shall terminate upon
the last to occur of the following: (a) the distribution by the Trustee of all
of the Trust Shares under this Agreement; (b) the distribution by the Trustee to
the Custodian, and by the Custodian to the Trust Beneficiaries or the Holding
Company, of all amounts and other properties required to be distributed upon a
Termination Event or Early Termination Event pursuant to Section 11.4; (c) the
payment of all expenses of the Trust; (d) the discharge of all administrative
duties of the Trustee and the Custodian, including the performance of any tax
reporting obligations with respect to the Trust or the Trust Beneficiaries; and
(e) completion of the final judicial accounting of the Trust pursuant to Section
14.1(a). A termination of this Agreement shall have no effect on the rights and
obligations of the parties to the Trust Record Keeping Services Agreement.
11.7 Rule Against Perpetuities. If the Holding Company determines that,
pursuant to applicable law, the Trust is subject to compliance with the rule
against perpetuities, if not otherwise terminated pursuant to another provision
of this Agreement, the Trust shall terminate as of the date that is the
twentieth anniversary of the death of the last surviving issue of Queen
Elizabeth II who was alive on the date hereof. The Trustee shall take such
actions as may be necessary to wind up the Trust pursuant to the procedures
described in Sections 11.4 and 11.5.
12. Merger or Consolidation of Holding Company.
12.1 Holding Company May Consolidate or Merge Only on Certain Terms. (a)
The Holding Company shall not consolidate with or merge into any other
corporation, and no Person shall consolidate with or merge into the Holding
Company, unless:
(i) if the Holding Company is not the surviving corporation in such
consolidation or merger, the corporation formed by such consolidation or
into which the Holding Company is merged shall expressly assume, by
amendment hereto, the obligations of the Holding Company under this
Agreement;
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(ii) the parties hereto shall have entered into an amendment to this
Agreement to reflect the effect of such merger or consolidation, including
amendment of the terms "Holding Company", "Trust Shares" and "Common
Stock"; and
(iii) the Holding Company shall have delivered to the Trustee a
certificate of an officer of the Holding Company and an opinion of counsel,
which may be counsel to the Holding Company or the Company, each stating
that such consolidation or merger and any such amendment complies with this
Section 12 and that all the conditions precedent in this Agreement provided
relating to that transaction have been satisfied.
(b) If the Holding Company is not the surviving corporation in such
consolidation or merger and all or part of the Trust Shares shall be exchanged
for common stock or other securities of any Person or cash or any other
property, (i) the Trustee shall exchange the Trust Shares for that common stock
or other securities, cash or other property, as adjusted for any applicable
exchange ratio, (ii) any common stock received by the Trustee in the exchange
shall be deposited into the Trust and held as Trust Shares pursuant to all of
the provisions of this Agreement, and (iii) any other securities, cash or other
property received by the Trustee in such exchange shall be distributed to the
Trust Beneficiaries in accordance with Section 7.4, subject to the elections
made by Trust Beneficiaries pursuant to Section 6.3(g).
12.2 Successor Corporation Substituted. Upon each consolidation or merger
by the Holding Company with or into any other Person in accordance with Section
12.1, the successor corporation formed by the consolidation or into which the
Holding Company is merged shall succeed to, and be substituted for, and may
exercise every right and power of, the Holding Company under this Agreement with
the same effect as if the successor corporation had been named as the Holding
Company in this Agreement, and the Trustee, the Custodian, the Holding Company
and the Company shall enter into an amendment of this Agreement to make such
changes as are appropriate to maintain the benefits afforded to the Trust
Beneficiaries under this Agreement.
13. Amendment.
13.1 Amendments Not Requiring Consent of the Trust Beneficiaries. Subject
to Section 13.3, this Agreement may be amended from time to time by the Trustee,
the Custodian, the Holding Company and the Company, without the consent of any
Trust Beneficiaries, (a) to cure any ambiguity, correct or supplement any
provision herein that may be inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under
this Agreement, which shall not be inconsistent with the other provisions of
this Agreement, provided, however, that such action shall not adversely affect
the interests of the Trust Beneficiaries, (b) to modify, eliminate or add to any
provisions of this Agreement to such extent as shall be necessary to ensure that
the Trust will be classified for United States federal income tax purposes as a
grantor trust at all times or to ensure that the Trust will not be required to
register as an investment company under the 1940 Act or (c) as provided in
Sections 12.1 and 12.2. Until the first anniversary of the Plan Effective Date,
any amendment pursuant to this Section 13.1 shall be subject to the prior
approval of the Superintendent. If any such amendment is made prior to the first
anniversary of the Plan Effective Date, the Holding Company shall promptly
provide notice to the Superintendent. Prior to the Plan Effective Date, the
Company may amend this Agreement at any time, provided, however, that no
amendment made after the public hearing or after the vote of Eligible
Policyholders on the Plan may change this Agreement in a manner that the
Superintendent determines is materially disadvantageous to any policyholder (as
defined in Section 7312(a)(2) of the New York Insurance Law) unless a further
hearing or vote is conducted as provided by Section 7312(f) of the New York
Insurance Law.
13.2 Amendments Requiring Consent of the Trust Beneficiaries. Subject to
Section 13.3, with the consent of Trust Beneficiaries representing more than
one-half of the Interests, by Act of the Trust Beneficiaries delivered to the
Trustee, the Custodian, the Holding Company and the Company, the Trustee may
enter into an amendment or waiver of any provision of this Agreement; provided,
however, that no such amendment or waiver shall, without the consent of each
Trust Beneficiary affected thereby, reduce the Interests or otherwise eliminate
or materially postpone the right of any Trust Beneficiary to receive dividends
or other distributions or to make Purchase Elections, Sale Elections or
Withdrawal Elections or amend this Section 13.2. It shall not be necessary for
any Act of the Trust Beneficiaries under this Section 13.2 to approve the
particular form of any proposed amendment or waiver, but it shall be sufficient
if the Act shall approve the substance thereof. Prior to the first anniversary
of the Plan Effective Date, any amendment pursuant to this Section 13.2 shall be
subject to the prior approval of the Superintendent.
13.3 Conditions to Amendment of Agreement. Notwithstanding any other
provisions of this Agreement, the Trustee shall not enter into or consent to any
amendment of this Agreement (i) that would cause the Trust to fail or cease to
qualify for the exemption from status of an investment company under the 1940
Act or fail or cease to be classified as a grantor trust for United States
federal income tax purposes and (ii) unless the Trustee shall have first
received an opinion of nationally recognized counsel, which may be counsel to
the Holding Company or the Company, to the effect that the proposed amendment or
the exercise of any power granted to the Trustee in accordance with the
amendment will not affect the Trust's status as a grantor trust for United
States federal income tax purposes or the Trust's exemption from the status of
being an investment company under the 1940 Act.
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13.4 Trustee and Custodian Not Required to Enter into Any
Amendments. Neither the Trustee nor the Custodian shall be required to enter
into any amendment of this Agreement that adversely affects their respective
rights, duties or immunities under this Agreement. The Trustee and the Custodian
shall be entitled to receive and rely upon an opinion of nationally recognized
counsel, which may be counsel to the Holding Company or the Company, and a
certificate of an officer of the Holding Company stating that the execution of
any amendment of this Agreement pursuant to this Section 13 is authorized or
permitted by this Agreement.
13.5 Amendments to Trust Record Keeping Services Agreement. Prior to the
Plan Effective Date, the Holding Company and the Custodian may amend the Trust
Record Keeping Services Agreement at any time, provided, however, that no
amendment relating to the Custodian's duties hereunder made after the public
hearing or after the vote of Eligible Policyholders on the Plan may change the
Trust Record Keeping Services Agreement in a manner that the Superintendent
determines is materially disadvantageous to any policyholder (as defined in
Section 7312(a)(2) of the New York Insurance Law) unless a further hearing or
vote is conducted as provided by Section 7312(f) of the New York Insurance Law.
After the Plan Effective Date, the Holding Company and the Custodian may amend
the Trust Record Keeping Services Agreement from time to time, provided that any
such amendment relating to the Custodian's duties hereunder that the Holding
Company determines in its good faith judgment will adversely affect the
interests of the Trust Beneficiaries shall be subject to the consent of Trust
Beneficiaries representing more than one-half of the Interests.
14. Accounting.
14.1 Accounting. (a) In connection with the termination of the Trust
pursuant to Section 11, the Trustee shall perform a judicial accounting for the
Trust, whereby, under applicable law, the Trustee shall produce a full account
of the receipts and disbursements incurred during the entire term of the Trust
and provide appropriate notice to the Company, the Holding Company, the
Custodian and any other interested party, and the Custodian shall provide notice
of such accounting to each Trust Beneficiary. Upon the issuance of a final
judicial order of accounting, the Trustee shall be relieved of liability with
respect to all actions disclosed in the accounting to all Persons that were
properly joined in the accounting pursuant to applicable law.
(b) Except as provided in this Section 14.1, the Trustee shall not have any
duty to account for the Trust judicially, contractually or otherwise, and the
Custodian and the Trust Beneficiaries shall not have any right to compel the
Trustee to account for the Trust.
14.2 Lost Trust Beneficiaries. Except as directed by the Holding Company,
neither the Trustee nor the Custodian shall have any duty to determine the
proper address of any Trust Beneficiary whose address is unavailable, whose
address, as shown on the records of the Custodian, is an address at which mail
to such Trust Beneficiary is undeliverable, or that has, for any other reason,
failed to exercise dominion or control over or assert a right of ownership with
respect to that Trust Beneficiary's Interests or any dividends or interest
payable with respect to those Interests. The Holding Company shall use its
reasonable efforts to determine the proper address of any such Trust
Beneficiary. Any assets of the Trust that the Trustee and the Custodian are
unable to distribute to any such Trust Beneficiary shall be retained by the
Trustee and held on behalf of that Trust Beneficiary until it escheats in
accordance with applicable laws.
15. Minors or Incapable Persons.
15.1 Payments to Minors or Incapable Persons. Whenever a distribution is
to be paid to or used for the benefit of either a Person under the age of
twenty-one (21) years (referred to as a "minor" in this Section) or a person who
in the sole judgment of the Trustee is incapable of managing his or her own
affairs, the Custodian may make such payment as follows:
(a) By making the payment to the parent, guardian or other Person
having the care and control of the minor for the minor's benefit, or to any
authorized Person as custodian for the minor under any applicable Transfers
to Minors Act or Gifts to Minors Act, with authority to authorize any such
custodian to hold such property until the minor attains the age of
twenty-one (21) years where permitted under applicable law; or
(b) By making the payment to the guardian, committee, conservator or
other Person having the care and control of the incapable Person for the
incapable Person's benefit.
15.2 Payments and Distributions. Any payment or distribution authorized in
this Section 15 shall be a full discharge of the Trustee and the Custodian with
respect to the payment or distribution.
16. Miscellaneous.
16.1 Successors. This Agreement shall bind and inure to the benefit of
each of the parties hereto and each and all of their respective heirs,
executors, administrators, successors and assigns.
16.2 No Punitive Damages. There shall be no right to any punitive,
exemplary or similar damages as a result of any controversy or claim arising out
of, relating to or in connection with, this Agreement, or the breach,
termination or validity thereof, and the parties expressly waive all rights to
such damages.
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16.3 Payment of Costs for Frivolous Claims. If any claim, counterclaim or
cross-claim brought by the Trustee, the Custodian, the Company or the Holding
Company or any Trust Beneficiary in any legal proceeding related to this
Agreement shall be found by the tribunal or court to be frivolous, such party
shall pay the costs, including reasonable attorneys' fees and disbursements, of
defending such frivolous claim, counterclaim or cross-claim.
16.4 Representation of Lost Trust Beneficiaries and Trust Beneficiaries
Under a Disability. (a) In any judicial proceeding or nonjudicial settlement
related to the Trust, each party under a disability shall be represented by a
Person not under a disability who is also party to such proceeding or settlement
and has the same interest as such party under a disability.
(b) In any judicial proceeding related to the Trust, service of process
shall not be required, and such proceeding shall be binding, upon any party
under a disability if such party is represented by a Person not under a
disability pursuant to Section 16.4(a). In any nonjudicial settlement related to
the Trust, any party under a disability shall not be required to join in such
settlement, and such settlement shall be binding upon such party under a
disability if such party is represented by a Person not under a disability
pursuant to Section 16.4(a).
(c) For the purposes of this Section 16.4, a party under a disability shall
include a Person whose address, as shown on the records of the Custodian, is an
address at which mail to such Person is undeliverable, or who has, for any other
reason, failed to exercise dominion or control over or assert a right of
ownership with respect to such Person's Interest or any dividends or interest
payable with respect thereto.
16.5 Notices. All notices and other communications given or made pursuant
to this Agreement shall be in writing and shall be deemed to have been duly
given or made as of the date delivered or mailed if delivered personally or
mailed by registered or certified mail (postage prepaid, return receipt
requested) to the parties or Trust Beneficiaries at the following addresses (or
at such other address for a party as shall be specified by written notice to the
other parties which shall be effective upon receipt):
(a) If to the Trust Beneficiaries, to the addresses of such Trust
Beneficiaries as shown on the records of the Custodian,
With copies, if an identical notice is sent to a substantial number
of Trust Beneficiaries, to:
New York State Department of Insurance
25 Beaver Street
New York, New York 10004
Attn: Life Bureau
(b) If to the Trustee:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-1001
Attn: Corporate Trust Administration
With a copy to:
Nixon Peabody LLP
437 Madison Avenue
New York, New York 10022
Attn: Gordon Elicker, Esq.
(c) If to the Custodian:
ChaseMellon Shareholder Services, L.L.C.
Overpeck Centre
85 Challenger Road
Ridgefield Park, New Jersey 07660
Attn: General Counsel
With a copy to:
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
Attn: Jeffrey A. Koeppel, Esq.
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(d) If to the Company or the Holding Company:
MetLife, Inc.
One Madison Avenue
New York, New York 10010-3690
Attention: Corporate Treasurer
With copies (which copies shall not constitute notice) to:
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Attn: Wolcott B. Dunham, Jr., Esq.,
James C. Scoville, Esq.
Sarah A.W. Fitts, Esq.
16.6 Mailing to Trust Beneficiaries. (a) Notices and other communications
to be mailed to Trust Beneficiaries under this Agreement may be sent by first
class mail (or, if another mailing is contemporaneously being made to
stockholders of the Holding Company, the same class mail as that mailing),
Federal Express, UPS or other nationally-recognized courier service or, if the
Trust Beneficiary has consented to distribution through electronic media, by
e-mail or other electronic means. Any materials required or permitted to be
mailed to a Trust Beneficiary under this Agreement may be mailed together with
any other materials, notices or other communications to be sent to such Trust
Beneficiary hereunder.
(b) Notwithstanding anything to the contrary herein, the Custodian shall
not be required to send a mailing to any Trust Beneficiary if it receives notice
from the Holding Company that the Holding Company is unable to determine the
proper address for such Trust Beneficiary pursuant to Section 14.2. In the case
of an annual report or proxy statement, however, a mailing shall not be
considered undeliverable unless at least two mailings by the Trustee, the
Custodian, the Holding Company or the Company have been mailed to such Trust
Beneficiary's address and have been returned as undeliverable, and if the Trust
Beneficiary delivers or causes to be delivered to the Custodian written notice
setting forth its then current address for Trust Beneficiary communication
purposes, the Custodian's obligation to deliver a mailing under this Agreement
shall be reinstated.
16.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ITS
PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES
WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER STATE.
16.8 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
16.9 Entire Agreement. This Agreement contains the entire agreement
between the parties hereto regarding the subject matter of this Agreement. This
Agreement supersedes all prior agreements, representations, warranties,
statements, promises, information, arrangements and understandings, whether oral
or written, express or implied, with respect to the subject matter, all of which
are specifically integrated into this Agreement, other than the Plan and the
Trust Record Keeping Services Agreement. No party hereto shall be bound by or
charged with any oral or written agreements, representations, warranties,
statements, promises, information, arrangements or understandings, express or
implied, not specifically set forth herein; and the parties hereto further
acknowledge and agree that in entering into this Agreement they have not in any
way relied and will not rely in any way on any of the foregoing not specifically
set forth herein.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Policyholders of
Metropolitan Life Insurance Company:
We consent to the use in this Registration Statement of MetLife, Inc. on
Form S-1 of our report dated February 4, 1999, appearing in the Prospectus,
which is part of this Registration Statement, and of our report dated February
4, 1999 relating to the consolidated financial statement schedules appearing
elsewhere in this Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
November 22, 1999
<PAGE> 1
EXHIBIT 23.2
<TABLE>
<S> <C>
[PRICEWATERHOUSECOOPERS LOGO]
PRICEWATERHOUSECOOPERS LLP
600 Lee Road
Suite 200
Wayne PA 19087
Telephone (610) 993 3800
Facsimile Fax (610) 993
3900
</TABLE>
CONSENT OF PRICEWATERHOUSECOOPERS LLP
Pursuant to the Letter Agreement dated January 1, 1998 between Metropolitan
Life Insurance Company and PricewaterhouseCoopers LLP, we consent to the use in
this Registration Statement of Mr. Beck's opinion letter as Annex A to the
Prospectus and to the references made to Mr. Beck, to such letter and to
PricewaterhouseCoopers LLP, under the following captions in the Prospectus: "The
Demutualization -- Payment of Consideration to Eligible Policyholders," "The
Demutualization -- Closed Block Assets and Liabilities" and "Experts", copies of
which have been provided to us for our review.
PricewaterhouseCoopers LLP
By: /s/ KENNETH M. BECK
-----------------------------------
Kenneth M. Beck, Partner
Wayne, Pennsylvania
November 22, 1999
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-END> DEC-31-1998 SEP-30-1999
<DEBT-HELD-FOR-SALE> 100,767 98,164
<DEBT-CARRYING-VALUE> 0 0
<DEBT-MARKET-VALUE> 0 0
<EQUITIES> 2,340 2,115
<MORTGAGE> 16,827 19,561
<REAL-ESTATE> 6,287 5,924
<TOTAL-INVEST> 135,721 138,519
<CASH> 3,301 5,053
<RECOVER-REINSURE> 2,956 0
<DEFERRED-ACQUISITION> 6,560 7,947
<TOTAL-ASSETS> 215,346 227,166
<POLICY-LOSSES> 72,701 72,820
<UNEARNED-PREMIUMS> 762 820
<POLICY-OTHER> 46,494 45,844
<POLICY-HOLDER-FUNDS> 4,246 4,652
<NOTES-PAYABLE> 6,488 8,173
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 14,867 13,557
<TOTAL-LIABILITY-AND-EQUITY> 215,346 227,166
11,503 8,724
<INVESTMENT-INCOME> 10,228 7,235
<INVESTMENT-GAINS> 2,021 (177)
<OTHER-INCOME> 3,325 2,571
<BENEFITS> 12,488 9,436
<UNDERWRITING-AMORTIZATION> 2,942 0
<UNDERWRITING-OTHER> 5,176 0
<INCOME-PRETAX> 2,087 781
<INCOME-TAX> 740 353
<INCOME-CONTINUING> 1,347 428
<DISCONTINUED> 0 0
<EXTRAORDINARY> 4 77
<CHANGES> 0 0
<NET-INCOME> 1,343 351
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
<RESERVE-OPEN> 3,426 0
<PROVISION-CURRENT> 2,726 0
<PROVISION-PRIOR> (245) 0
<PAYMENTS-CURRENT> 1,967 0
<PAYMENTS-PRIOR> 853 0
<RESERVE-CLOSE> 3,087 0
<CUMULATIVE-DEFICIENCY> 0 0
</TABLE>
